Exhibit 10.44




                         Epstein, Becker, & Green, P.C.
                                Attorneys at Law
                                 250 Park Avenue
                             New York, NY 10177-0077





Mr. Lee Levenson
Correctional Services Corporation
1819 Main Street, Suite 100
Sarasota, Florida 34236



January 9, 1996



Re:     Agreement of Lease dated as of October 1, 1 996 between
        Creston Realty Associates, L.P., Landlord and Correctional
        Services Corporation, Tenant
        Premises: 2534 Creston Avenue, Bronx, New York



Dear Mr. Levenson:


     I am  enclosing  two (2)  fully  executed  copies of the  Letter  Agreement
confirming the Lease effective date of October 1, 1996.



Sincerely,



Raymond W. Goldfaden













<PAGE>







                        CORRECTIONAL SERVICES CORPORATION
                           1819 Main Street, Suite 100
                             Sarasota, Florida 34236



Mr. Sid Borenstein
Creston Realty Associates, L.P.
2532 Creston Avenue
Bronx, New York



November 22, 1996



Re:     Agreement of Lease dated as of October 1, 1996 between
        Creston Realty Associates, L.P., Landlord and Correctional
        Services Corporation, Tenant
        Premises: 2534 Creston Avenue, Bronx, New York



Dear Mr. Borenstein:

     This letter will serve to confirm that the Tenant has occupied the Premises
and the Lease is effective as of October 1, 1 996 in accordance  with its terms.
The Landlord  acknowledges  that $50,000 payment deposited upon the execution of
the Lease shall be applied to the rent as the same accrues pursuant to the terms
of the Lease.

     Please  acknowledge  your assent to the foregoing by signing this letter in
the space provided for below.


ACKNOWLEDGED AND AGREED TO:
CRESTON REALTY ASSOCIATES


By:______________________________



CORRECTIONAL SERVICES CORPORATION


By:______________________________



                        CORRECTIONAL SERVICES CORPORATION
                           1819 Main Street, Suite 100
                             Sarasota, Florida 34236





<PAGE>



Mr. Sid Borenstein
Creston Realty Associates, L.P.
2532 Creston Avenue
Bronx, New York



November 22, 1996



Re:     Agreement of Lease dated as of October 1, 1996 between
        Creston Realty Associates, L.P., Landlord and Correctional
        Services Corporation, Tenant
        Premises: 2534 Creston Avenue, Bronx, New York



Dear Mr. Borenstein:

     This letter will serve to confirm that the Tenant has occupied the Premises
and the Lease is effective as of October 1, 1996 in  accordance  with its terms.
The Landlord  acknowledges  that $50,000 payment deposited upon the execution of
the Lease shall be applied to the rent as the same accrues pursuant to the terms
of the Lease.



     Please  acknowledge  your assent to the foregoing by signing this letter in
the space provided for below.


ACKNOWLEDGED AND AGREED TO:
CRESTON REALTY ASSOCIATES



By:


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



CORRECTIONAL SERVICES CORPORATION





     AGREEMENT  OF LEASE  dated as of October 1, 1996,  by and  between  Creston
Realty Associates,  L.P., whose address is 2532 Creston Avenue, Bronx, New York,
for itself, its heirs, executors, administrators,  trustees, successors, assigns
and  legal  representatives   (hereinafter  referred  to  as  "Landlord"),   and
Correctional Services Corporation,  a Delaware corporation whose address is 1819
Main Street,  Suite 100,  Sarasota,  Florida 34236  (hereinafter  referred to as
"Tenant").



<PAGE>




                                   WITNESSETH:

     Landlord  hereby leases to Tenant,  and Tenant hereby hires from  Landlord,
the entire building,  and improvements erected,  situate, lying and being in the
Borough of the  Bronx,  City and State of New York,  bounded  and  described  in
Exhibit "A" annexed hereto and hereby made a part hereof.


     SAID PREMISES  being known as 2534 Creston  Avenue,  Bronx,  New York.  The
premises shall be referred to herein as the "Demised Premises".

     TOGETHER with the equipment,  furniture,  furnishings,  fixtures, chattels,
stock of supplies and linens owned by Landlord and now  contained in the Demised
Premises,  if any,  and used in the  operation of the Demised  Premises,  all of
which are listed and described in Article 7B hereof.

     IT IS FURTHER  MUTUALLY  COVENANTED AND AGREED that this Lease is made upon
the  foregoing  and the  following  terms,  covenants,  conditions,  provisions,
agreements and limitations,  all of which Tenant covenants and agrees to perform
and observe.

I .            Service Contracts

     The  existing,  service  and other  contracts  entered  into by Landlord in
respect of the Demised  Premises,  if any,  are set forth in Exhibit "B" annexed
hereto and hereby made a part hereof.

2.      Term

     A. Except as set forth in Article 231 hereof,  the term of this Lease shall
be two (2) years continuing as of October 1, 1996 (the "Commencement  Date") and
terminating at 11:59 P.M. on September 30, 1998,  both dates  inclusive,  unless
this Lease is sooner terminated or extended as hereinafter provided.

     B.  Provided  the  Tenant  is not  then  in  material  default  (after  the
expiration  of any  applicable  grace or cure  periods)  under the terms of this
Lease,  the Tenant  shall  have the right to renew this Lease for an  additional
term of one (1) year,  commencing October 1, 1998, and terminating September 30,
1999, upon the same terms and conditions herein contained;  except that the Base
Rent shall be  increased  by five  percent  (5%) over the rental  payable in the
preceding  year,  payable in equal  monthly  installments.  The Tenant agrees to
exercise  such  option on at least  sixty  (60)  days  prior  written  notice to
Landlord by  certified  mail.  The failure to give such timely  notice  shall be
deemed a waiver by the Tenant of its right to exercise such option.


     C.  Provided  the  Tenant  is not  then  in  material  default  (after  the
expiration  of any  applicable  grace or cure  periods)  under the terms of this
Lease,  the Tenant  shall  have the right to renew this Lease for an  additional
term of one (1) year,  commencing October 1, 1999, and terminating September 30,
2000 upon the same terms and conditions herein  contained;  except that the Base
Rent shall be  increased  by five  percent  (5%) over the rental  payable in the
preceding  year,  payable in equal  monthly  installments.  The Tenant agrees to
exercise  such  option on at least  sixty  (60)  days  prior  written  notice to
Landlord by  certified  mail.  The failure to give such timely  notice  shall be
deemed a waiver by the Tenant of its right to exercise such option.

     D.  Provided  the  Tenant  is not  then  in  material  default  (after  the
expiration  of any  applicable  grace or cure  periods)  under the terms of this
Lease,  the Tenant  shall  have the right to renew this Lease for an  additional
term of one (1) year,  commencing October 1, 2000, and terminating September 30,
2001 upon the same terms and conditions herein  contained;  except that the Base
Rent shall be  increased  by five  percent  (5%) over the rental  payable in the
preceding  year,  payable in equal  monthly  installments.  The Tenant agrees to
exercise such option


<PAGE>



on at least sixty (60) days prior  written  notice to Landlord by certified
mail.  The  failure to give such timely  notice  shall be deemed a waiver by the
Tenant of its right to exercise such option.

3. Use

     Tenant shall at all times operate the Demised  Premises in Occupancy  there
for set forth in Article 13 hereof Subject to Landlord's  prior written  consent
or approval shall not be unreasonably withheld or delayed, Tenant shall have the
right to  amend  the  Certificate  of  Occupancy  to  conform  to its use of the
premises,  provided that Tenant shall bear the entire cost of any alterations to
the Demised  Premises  resulting  from  Tenant's  use,  or  intended  use of the
premises.


4.       Base Rent: Additional Rent

     A. Except as otherwise  expressly provided in this Lease,  Tenant shall pay
to Landlord  during the first two years of the term hereof a net rent (the "Base
Rent") of One Hundred and Eighty Thousand Dollars ($I 80,000) per annum, payable
in equal monthly  installments in advance on the first day of each month, except
that no Base Rent shall be payable  for the months of October  and  November  of
1996.  The Base Rent does not include real estate  taxes  imposed by the City of
New  York  on the  Demised  Premises,  nor  does it  include  any  other  taxes,
assessments, water rents, sewer rents and charges, duties, impositions,  license
and permit fees,  charges for public  utilities of any kind,  payments and other
charges of every kind and nature,  together with interest and penalties thereon,
all of which  shall be paid by  Tenant  when  due as of the  Commencement  Date.
Nothing  contained  herein,  however,  shall obligate  Tenant to pay any income,
transfer or corporate franchise taxes imposed upon Landlord, nor to pay any such
taxes,  charges or assessments imposed upon the Demised Premises with respect to
periods prior to the Commencement Date of this Lease.



                                        2



     B. Contest of Taxes and Assessments

     Tenant  shall  have the right to  contest  the  validity  or amount of real
estate taxes or assessment  (if  necessary,  with the  cooperation of Landlord),
Tenant shall bear the cost of any such application or contest.

     C. Certificate or Statement of Authorities as Prima Facie Evidence

     Any official  certificate  or statement  issued or given by any  sovereign,
governmental,  city or municipal authority, or any department,  bureau, board or
officer  thereof or of any public  utility,  setting forth any tax,  assessment,
water rents, sewer rents and charges,  duties,  impositions,  license and permit
fees,  charges for public  utilities of any kind,  payments and other charges of
every kind and nature, together with interest and penalties thereon, the payment
of which is the obligation of Tenant as herein before  provided,  shall be prima
facie  evidence for all  purposes of this Lease,  of the  existence,  amount and
validity of such tax, assessment,  water rents, sewer rents and charges, duties,
impositions,  license and permit fees, charges for public utilities of any kind,
payments of and other charges of every kind and nature.


     D. Interest On Required Payments Made by Landlord


<PAGE>




     Any and all payments  which may be required to be made by Tenant under this
Lease may be made by Landlord,  whether for premiums on policies of insurance as
hereinafter  provided for and required to be obtained and  maintained by Tenant,
or in respect of any other provision under this Lease pursuant to which payments
other  than  insurance  premiums  may be made by  Landlord  for and on behalf of
Tenant,  or which payments may be made by Landlord in default of Tenant's making
the same and as to which Tenant may be required to make any such  payment  under
this Lease.  Landlord  shall first give to Tenant five (5) business days written
notice by  certified  mail  (unless the time  available  to make such payment is
shorter),  of its  intention to make such payment on behalf of the Tenant and if
the Tenant falls within such period to cure its default,  Landlord may make same
as provided above. Any such amount paid by Landlord shall, in each such case, be
deemed to be and shall become, together with interest thereon at the rate of one
percent  (1%) per  month,  Additional  Rent,  and the  amount  of such  payment,
together with interest thereon, may, at Landlord's option exercised by notifying
Tenant of the amount due, be added to the Base Rent falling due on the first day
of the month next ensuing;  the payment by Landlord of any sum or sums and shall
then and in such event be deemed  Additional  Rent payable by Tenant to Landlord
in addition to the foregoing provisions and payments required hereunder.

     E. Real Estate Taxes

     The Tenant agrees to pay as Additional  Rent any real estate taxes assessed
or imposed against the Demised Premises,  such taxes to be paid by the Tenant to
Landlord  ten (10) days prior to the time that  Landlord is required to pay same
to the taxing  authority.  Real Estate  taxes shall mean all real estate  taxes,
school taxes, water and sewer charges, vault taxes and charges assessed upon the
real  property.  Upon  written  request by Tenant made after its payment of such
Additional Rent, Landlord shall provide Tenant with proof of its payment of such
taxes.

                                        3

     F. Manner of Payment

     All Base Rent,  Additional  Rent and other  sums and  charges to be paid by
Tenant to Landlord under this Lease shall be paid in such currency of the United
States of America as at the time of payment shall be legal tender for payment of
public and private debts,  c/o Sid  Borenstein,  1118 Avenue J,  Brooklyn,  N.Y.
11230,  or at such other  place(s) as Landlord  may from time to time  designate
upon written notice to Tenant.

5.       Rent Payable Without Set-Off

     Tenant will pay the Base Rent and Additional  Rent  (including  real estate
taxes) as set forth in  Article  4 hereof at the time and in the  amount  herein
before  provided,  by  paying  the  same  without  any  set-off,   counterclaim,
deduction, notice or demand except as herein otherwise specifically provided, to
Landlord  or to such person or entity as may from time to time be  specified  in
this Lease or designated in writing by Landlord.  Tenant shall and will,  during
the term hereby  demised,  well and truly pay, or cause to be paid, to Landlord,
all such other sums as may become due from, or payable by, Tenant,  at the times
and in the manner herein  provided;  and Landlord,  at its option,  may deem all
other sums as Additional Rent payable hereunder,  together with interest thereon
at the rate of one percent (1%) per month,  payable from the tenth  business day
after  notice is given that any such sum is due and payable as  Additional  Rent
hereunder;  and, in the event of  nonpayment  thereof,  Landlord  shall have the
rights and remedies  herein  provided for in the case of nonpayment of Base Rent
or Additional Rent, or of a breach of condition or covenant.


6.       Tenant To Take Premises In An As Is Condition

     A. It is specifically understood and agreed that the Tenant takes the


<PAGE>



premises  in  its  present  physical  condition  subject  to  any  and  all
violations  whether  of  record or not after a full,  complete  and  independent
inspection  of the premises and Tenant agrees that during the term of this Lease
not to call  upon  the  Landlord  for  any  repairs,  renovations,  decorations,
alterations,  except  as herein  specifically  set  forth in  Articles  8 and 54
herein.


     B. Except as otherwise set forth herein to the contrary, Tenant accepts the
buildings and improvements together with the furniture,  furnishings,  fixtures,
chattels and equipment  (as described in Article 7B hereof),  if any, in, on and
about the Demised Premises in their present condition,  "AS IS", and without any
representation  or warranty by Landlord as to the condition of said buildings or
improvements  or as to the  use or  occupancy  which  may be made  thereof,  and
Landlord shall not be  responsible  for any latent defect or change of condition
in the buildings or improvements,  furniture,  furnishings,  fixtures, equipment
and  chattels,  except to the extent that such items are the  responsibility  of
Landlord, as set forth in Article 8 hereof





                                        4



     C. Except as  otherwise  set forth herein to the  contrary,  the Base Rent,
Additional Rent and other sums and charges  payable  hereunder shall in no event
be withheld or diminished  on account of any defect in the  building,  or of the
personal  property and equipment  contained  therein,  nor for any change in its
condition,  nor for any damage occurring thereto nor because of the existence of
any violations in any municipal or other governmental departments.

7. Ownership and Repair of Personal Property

     A. All  personal  property  purchased  or  installed by the Tenant over and
above the personal  property  currently in the  premises,  if any,  shall be and
remain  the  property  of the  Tenant at the  expiration  of the Lease or of any
renewal thereof, as set forth in Article 26 hereof

     B. Except as otherwise  provided herein, the property covered by this Lease
shall include all partitions,  engines,  motors,  dynamos,  boilers,  elevators,
bathtubs, water closets, ranges, stoves, and heat, air conditioning,  television
receivers and equipment, refrigeration, plumbing, gas and electric equipment and
fixtures,  vacuum cleaning system, sprinkler system and other fire prevention or
extinguishing-  equipment  and  materials,  if  any,  all as  now  or  hereafter
contained in the Demised Premises.

8.       Repairs and Replacements

     A. Tenant  represents and covenants,  at its own cost and expense,  to make
any  and  all  changes,  alterations,  repairs  or  replacements,   ordinary  or
extraordinary,  structural or otherwise,  foreseen or  unforeseen,  necessary to
keep in reasonable  physical  condition the  buildings and  improvements  on the
Demised  Premises  now  standing  and  hereafter  erected,  inside and  outside,
including, but not limited to, repairs to foundations, sidewalks, walls, floors,
ceilings,  elevators,  vaults,  window glass,  gas pipes,  wires or conduits for
electricity,  whether  inside,  in  front  of,  or  appurtenant  to the  Demised
Premises,  such  repairs,  replacements  or renewals to be at least the equal in
quality of materials and  workmanship as those  replaced.  Tenant will maintain,
repair and/or replace the elevator system (including all of its components), the
boiler  and/or  the roof,  if  necessary.  Tenant  will also be  responsible  to
maintain and/or repair the water and sewer connections to the Demised Premises.



<PAGE>



     B. The  Tenant,  at its sole  cost,  shall have the right to  renovate  the
premises as it sees fit, providing,  however,  and on condition that all work is
done  in  full  conformity  with  the  various  state,   federal  and  municipal
departments having jurisdiction  thereover. If any such renovations shall reduce
the number of rentable units in the Demised Premises,  or shall limit the amount
of rent which may be otherwise charged for any unit(s),  then, at the expiration
of the term of this Lease as set forth in Article 2 hereof or at the  expiration
of any  renewal of this  Lease,  or the  termination  of this Lease  pursuant to
Article 23 or any other  provision  of this Lease,  Tenant  agrees,  at its sole
cost, to restore the premises to its former  condition,  or, at Tenant's option,
to remit to the Landlord the reasonable cost of such  restoration.  In the event
that Tenant  causes the  Certificate  of Occupancy set forth in Article 13 to be
amended, Tenant agrees, at its




                                        5


sole cost,  to cause such  Certificate  of  Occupancy to be restored to its
former provision (provided that such former provision shall then be permitted by
law or by the zoning resolution then in effect) at the expiration of any renewal
of this Lease,  or the  termination  of this Lease pursuant to Article 23 or any
other provision of this Lease. If such restoration shall not be permitted by law
at such time,  Tenant  shall  reimburse  Landlord for any losses  occasioned  to
Landlord as a result of such alterations.

     C. Any structural changes to the Demised Premises that shall be required as
a result of generally  applicable  changes to  governmental  regulations  of any
governmental body having  jurisdiction  thereover shall be the responsibility of
Landlord.  If Landlord reasonably  determines that the cost of such changes does
not warrant  making such changes,  Landlord may terminate  this Lease upon sixty
(60) days prior  written  notice to Tenant  without  penalty  and the  otherwise
applicable  provisions of this Lease regarding  terminations shall be applied as
if the Lease had otherwise terminated on such date.

9.      No Waste

     Tenant shall not commit or suffer  waste or injury to the Demised  Premises
and shall keep the sidewalks,  curbs and alleys adjacent to the Demised Premises
in good repair and unobstructed, clean and free of rubbish, ice and snow.

10. Waiver of NYL Section 227

     If  any  buildings  or  improvements,  now  or  hereafter  constructed  and
maintained  upon the  Demised  Premises,  shall be  destroyed  or so  damaged or
injured by fire or other hazard or casualty as to be untenantable  and unfit for
occupancy in whole or in part, then, except as otherwise provided in this Lease,
such fact  shall not affect  the  provisions  of this  Lease,  any law,  rule or
regulation to the contrary notwithstanding, Section 227 of the Real Property Law
of the State of New York or any other law of similar nature,  extent and context
expressly  applicable  hereto being hereby  expressly  waived by Tenant.  Tenant
hereby  agrees that its  obligations,  covenants and  agreements,  including the
payment of Base Rent, Additional Rent and other sums and charges with respect to
the portion of the Demised  Premises  that were not  destroyed or injured  shall
continue the same as though said buildings and  improvements  or any of them had
not been destroyed or injured,  and without abatement of any kind, except as set
forth in Article 15 or as otherwise  provided in this Lease.  Tenant will obtain
insurance with respect to its obligations under this Lease, of the type known as
rent insurance or loss of business insurance.


<PAGE>




11.      Compliance With Laws

     Except as set forth in Article 8C  hereunder,  Tenant  covenants to execute
and comply in all material respects with any and all laws, statutes,  ordinances
and regulations,  federal, state, county or municipal, now or hereafter in force
applicable to the Deposed  Premises,  relating to use or occupancy thereof or to
the  making of  repairs  thereto  or of  changes,  alterations  or  improvements
therein,  ordinary  or  extraordinary,  structural  or  otherwise,  foreseen  or
unforeseen,  including  without  limitation the  performance of any duty imposed
upon Landlord or

                                        6


Tenant by such laws, statutes,  ordinances or regulations in respect to the
sidewalk, curb, street, vault or alley adjacent to the Demised Premises.  Tenant
also  covenants  to comply in all material  respects  with any and all rules and
regulations  applicable to the Demised  Premises issued by the New York Board of
Fire Underwriters  and/or the New York Fire Insurance companies writing policies
covering the Demised Premises which are applicable thereto. Tenant shall pay all
costs,  expenses,  claims,  fines,  penalties and damages that may in any manner
arise out of or be imposed  because of the failure of Tenant to comply with this
Article,  and in any  event,  agrees to  indemnify  and save  Landlord  free and
harmless of and from all  liability  with  reference to the same,  except to the
extent that such  costs,  expenses,  claims,  fines,  penalties  and damages are
caused by Landlord's failure to perform its obligations under Article 8 hereof.

     Landlord or Tenant shall each  promptly  give  written  notice to the other
party of any  notice  of  violation  received  by it.  Without  diminishing  the
obligation of Tenant,  if Tenant shall at any time fail or neglect to materially
comply, to the extent reasonably  appropriate and as expeditiously as reasonably
feasible,  with  any of said  laws,  rules,  orders,  requirements,  directions,
ordinances or regulations  concerning or affecting the Demised Premises,  or the
use and  occupation  thereof,  or of any  building  thereof,  as  herein  before
provided,  and,  if a stay is  necessary,  shall have failed to obtain a stay or
continuance thereof,  then Landlord, in addition to any other remedies hereunder
shall be free to comply  therewith,  and expenses  resulting  therefrom shall be
borne and paid by Tenant and upon Tenant's failure so to pay, then Landlord may,
at its sole option, pay the same, and any payments so made by Landlord, together
with interest  thereon to be computed at the rate of one percent (1%) per month,
from the date of payment,  shall be  considered as  Additional  Rent,  and shall
entitle  Landlord  to enforce  any of the  terms,  provisions,  conditions,  and
covenants  herein  contained  that may be  applicable to such  Additional  Rent.
Tenant may,  however,  contest by means of due legal proceedings the validity of
any such law, rule, order, ordinance or regulations, and refrain from compliance
therewith  during  such  contest,  provided  that such  noncompliance  shall not
constitute a crime or misdemeanor on the part of Landlord.

12.     No Liens

     A.Tenant  will not create or permit to be  created  or to remain,  and will
discharge,  any lien,  encumbrance or charge levied on account of any imposition
of any mechanic's, laborer's or material man's lien upon the Demised Premises or
any part thereof or the income therefrom, resulting from any work or alterations
performed  by Tenant,  having any  priority or  preference  over or ranking on a
parity with the estate,  rights and interest or Landlord in the Demised Premises
or any part  thereof or the  income  therefrom,  and Tenant  will not suffer any
other matter or thing whereby the estate, rights and interest of Landlord in the
Demised Premises or any part thereof might be impaired.



<PAGE>







                                        7


     A. If any mechanic's,  laborer's or materialman's lien shall at any time be
filed against the Demised  Premises or any part thereof,  Tenant,  within thirty
(30)  days  after  notice  of the  filing  thereof,  will  cause  the same to be
discharged  of record by payment,  deposit,  bond order of a court of  competent
jurisdiction or otherwise, provided that such lien arose as a result of Tenant's
activities at the Demised Premises after the Commencement  Date. If Tenant shall
fail to cause such lien to be discharged within the period  aforesaid,  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
obtaining  the discharge of such lien by deposit or by bonding  proceedings.  In
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 lien or and to
pay the amount of the  judgment in favor of the lienor with  interest,  cost and
allowances. Any amount so paid by Landlord and all reasonable costs and expenses
incurred by Landlord in connection therewith,  together with interest thereon at
the rate of one percent (1%) per month,  from the respective dates of Landlord's
making of the payment or incurring of such reasonable costs and expenses,  shall
constitute  Additional Rent payable by Tenant under this Lease and shall be paid
by Tenant to Landlord on demand.  Nothing herein contained shall obligate Tenant
to pay or discharge any lien created by Landlord.

     C. 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,  architect,  laborer,
engineer or materialman for any specific improvement  alteration to or repair of
the Demised  Premises or any part  thereof,  and the  personal  property  hereby
leased.

13. No Use In Violation of Certificate of Occupancy

     During  the term of this  Lease,  Tenant  will not use or keep or allow the
Demised  Premises or any portion thereof or any building or improvements  now or
hereafter erected or maintained thereon, to be used or occupied for any unlawful
purpose or in violation of any  Certificate  of Occupancy  covering or affecting
the use of the Demised  Premises or any portion  thereof,  or any  buildings  or
improvements now or hereafter  erected thereon,  as the same may be amended from
time to time (the "Certificate of Occupancy"). Tenant will not suffer any act to
be done or any condition to exist on the Demised Premises or any portion thereof
or any building or improvement now or hereafter erected thereon,  which shall in
law  constitute  a  nuisance,  public or  private,  or which  shall make void or
voidable any insurance then in force on the Demised Premises.  Tenant shall have
the right to amend the  Certificate  of  Occupancy  to conform to its use of the
premises,  provided that Tenant shall bear the entire cost of any alterations to
the Demised  Premises  resulting  from  Tenant's  use,  or  intended  use of the
premises.

14.      Assignment and Subletting

     A.  Except as provided in  Paragraph C herein or  otherwise  in this Lease,
Tenant expressly  covenants and agrees that Tenant shall not assign or underrate
all or  substantially  all of the Demised  Premises,  without the prior  written
consent of Landlord in each  instance,  which consent shall not be  unreasonably
withheld or delayed. If this Lease shall be assigned, or if the Demised Premises
or any part thereof be underrated or occupied by any person or entity other than
Tenant, Landlord may, after default in respect of the payment of rent by Tenant,


<PAGE>


                                        8


collect rent from the assignee, under tenant or occupant, and apply the net
amount  so  collected  to the  rent  herein  reserved,  but no such  assignment,
underletting,  occupancy or  collection of rent shall be deemed a waiver of this
covenant, the acceptance of the assignee, under tenant or occupant as tenant, or
a release of Tenant from the further  performance  by Tenant of covenants on the
part of Tenant herein  contained.  The formal written  consent by Landlord to an
assignment  or  underletting  shall not in any  manner be  construed  to relieve
Tenant from obtaining the express  consent in writing of Landlord to any further
assignment  or  underletting  of this  Lease.  If  Tenant  hereunder  shall be a
corporation,  the  provisions of this Article 14 shall not apply to an assignee,
under tenant or occupant that owns 100% of the  outstanding  shares of Tenant or
to a corporation whose shares are owned 100% by Tenant.

     B. Tenant  further  expressly  covenants  and agrees  that  notwithstanding
anything to the contrary  contained in this Lease, the sale or transfer,  by one
or more transfers at any time (if effected on a concerted  basis),  of more than
fifty (50%) percent of the total outstanding shares in any corporation which may
be the Tenant under this Lease, or the sale or transfer at any time of more than
fifty (50%)  percent of the total  equity  interests in any  partnership,  joint
ventures  or other  unincorporated  association  which may be Tenant  under this
Lease,  shall,  in each case, be deemed to be an assignment of this Lease within
the meaning and intent of the  provisions of this Article.  Notwithstanding  the
foregoing,  the  transfer  or  assignment  of any such shares of stock or equity
interests  solely  by  reason  of the  death of a  stockholder,  partner,  joint
venturer or member to his or her heirs,  distributees or legal  representatives,
or any  inter  vivos  transfers  or  assignments  of  shares  of stock or equity
interests  to  members of the  immediate  family of such  stockholder  or equity
holder, or any transfer among existing stockholders,  partners,  joint venturers
or members of any other  unincorporated  association,  or any such  transfer  of
shares or equity  interest to third  parties  aggregating  less than fifty (50%)
percent of the total interests  thereof,  shall not, in any such case, be deemed
an assignment or sale of such shares of stock or  partnership,  joint venture or
other unincorporated association interest for purposes of this Article.

     Any violation of the  provisions of this Article shall entitle  Landlord to
exercise any and all of the default and remedy  provisions now contained in this
Lease after the applicable notice and grace periods.

     C. Except as otherwise provided herein,  Tenant may assign the Lease to any
unaffiliated  person or entity, but only for the use of the Demised Premises for
the specific  purposes set forth in Article 3 hereof and for no other  purposes,
and Tenant may assign  this  Lease only  subject to and by  assignment  shall be
binding upon Landlord nor shall it have any force or effect, either in law or in
equity, or convey any interest of Tenant in this Lease, unless and until each of
said following conditions are complied with:

     (i) any such assignment hereof shall be subject to Landlord's prior written
consent,which  consent  Landlord  covenants and agrees will not  unreasonably be
withheld or delayed;

     (ii) that at the time of any such assignment, the Tenant/assignor shall not
then be in  default  hereunder  in  respect  of the  payment  of monies  due the
Landlord  for Base Rent or  Additional  Rent of any kind  beyond the  applicable
grace periods with respect thereto;

                                        9


     (iii) such assignment shall be evidenced by an instrument of assignment and
assumption duly executed and acknowledged in triplicate original copies by


<PAGE>



Tenant/assignor  and its  assignee  ("such  assignee"),  pursuant  to which
Tenant/assignor  assigns this Lease to such assignee,  and such assignee accepts
the  assignment  thereof  and  assumes  and agrees to perform  all the terms and
provisions in this Lease contained to be kept,  observed and performed by Tenant
hereunder from and after the effective date of such assignment,  and an executed
and  acknowledged  duplicate  original  of such  instrument,  together  with the
address of such assignee, shall be delivered to Landlord and

     (iv) Tenant shall pay to Landlord  monthly as  Additional  Rent ten percent
(10%) of the  amount by which  the rent  being  paid to Tenant by such  assignee
exceeds the amount payable by Tenant to Landlord as Base Rent under the terms of
this Lease.

     Tenant  covenants  and  agrees  that no  assignment  made  pursuant  to the
provisions  of this  Article  shall in any way  release  or be deemed to release
Tenant  herein  named,  or any assignee of the interest of Tenant in this Lease,
and requires  that Tenant and all  assignees of Tenant's  interest  shall at all
times  throughout  the term of this Lease  continue to be and remain jointly and
severally  and  primarily  liable  for  the  full  performance  of  all  of  the
obligations  of this Lease on the part of Tenant to be  performed,  observed and
complied  with from the date of the  execution  of this Lease  through  the term
hereof.

     D. Whenever  Landlord's consent shall be required  hereunder,  Tenant shall
deliver to Landlord written notice by certified mail, return receipt  requested,
of the proposed assignment of this Lease at least twenty (20) business days (the
term "business days" as used in this Lease shall mean consecutive days exclusive
of Saturdays, Sundays and legal holidays which are statewide in the State of New
York) prior  thereto,  which  notice  shall  include and be  accompanied  by the
following information:

     (i) the name and address of the proposed assignee; and

     (ii) the names and business  experience  of principal or  principals of the
proposed  assignee  who will be active in the  operation  of the business at the
Demised Premises by the proposed  assignee and their  respective  percentages of
equity interest in the proposed assignee.

     Landlord  agrees,  within a period  of ten (10)  business  days  after  its
receipt  of the  aforementioned  notice of the  proposed  assignment,  to notify
Tenant in writing, by certified mail, return receipt requested, either: (a) that
Landlord  is  willing  to  thereafter  give its  formal  written  consent to the
proposed assignment of this Lease, provided that all of the conditions precedent
to the  delivery of a formal  consent in writing  set forth in this  Article are
first  fully  complied  with;  or (b) that  Landlord  is not willing to give its
consent to the proposed assignment of this Lease. In addition, if Landlord sends
no written  notice at all to Tenant within said period of ten (1O) business days
as to whether or not Landlord is willing to thereafter  give its formal  written
consent to the proposed  assignment of this Lease, then Landlord shall be deemed
to have given its formal written consent  hereunder to such proposed  assignment
of this Lease.



                                       10


     E. If Tenant shall deem itself  aggrieved by Landlord's  failure or refusal
to consent to the proposed assignment of this Lease by Tenant, Tenant shall have
the right to submit the issue of Landlord's  failure or refusal to affirmatively
consent in writing to such  assignment to arbitration in accordance with Article
34 hereof

     15. Insurance: Repair and Restoration


<PAGE>




     A. Tenant  shall  throughout  the term of this  lease,  at its own cost and
expense,  provide and keep in force for its own benefit,  insurance against loss
or damage or injury or  destruction  to or of any building or  buildings  now or
hereafter  erected  on  the  leased  premises,   together  with  the  furniture,
furnishings  and  equipment  therein,  if any,  resulting  from fire or from any
hazard  included  in the  so-called  extended  coverage  endorsement  from  such
insurance  companies  authorized to engage in insurance business in the State of
New York,  which  policies shall provide that the loss, if any, shall be payable
to Tenant, except as hereinafter provided. All such policies shall name Landlord
as  additional  insured and an original copy of such policy shall be provided to
Landlord.  Tenant  shall also  insure  that the  interest of the holder of a Fee
Mortgage be protected by proper  endorsement  to any such  policies.  Tenant may
carry such  insurance  under  blanket  policies  and shall in such case  provide
Landlord with a certificate evidencing such coverage.

     B. Tenant shall likewise  observe and comply with the  requirements  of all
policies of insurance at any time in force with respect to the Demised  Premises
and the personal property hereby leased.

     C. No  destruction  of or  damage,  to the  Demised  Premises,  or any part
thereof,  by fire or  other  casualty,  shall  terminate  or  permit  Tenant  to
surrender this Lease or shall relieve Tenant from its obligation to pay the Base
Rent and  Additional  Rent and other sums and  charges  payable  hereunder  with
respect  to the  portion  of the  Demised  Premises  that  were not  damaged  or
destroyed,  or from any of Tenant's  other  obligations  under this  Lease,  and
Tenant hereby waives any rights now or hereafter conferred upon it by statute or
otherwise to cancel or surrender  this Lease or to quit or surrender the Demised
Premises,  or any part thereof, or to any suspension,  diminution,  abatement or
reduction  of Base Rent or  Additional  Rent with  respect to the portion of the
Demised  Premises  that were not  damaged or  destroyed,  on account of any such
destruction or damage,  except as otherwise provided in this Lease.  Tenant will
obtain  insurance with respect to its obligations  under this Lease, of the type
known as rent insurance or loss of business insurance.

     D. If there shall be less than sixty (60) days  remaining to the end of the
Lease term hereunder  (including any extensions thereto as to which Tenant shall
have given Landlord the notice  required by Article 2B, 2C, or 2D),  Tenant may,
in lieu of making such repair and  restoration  terminate this Lease upon thirty
(30) days prior  written  notice to Landlord  without  penalty and the otherwise
applicable  provisions of this Lease regarding  terminations shall be applied as
if the Lease had otherwise  terminated  on such date.  Tenant shall in such case
promptly  remit to Landlord any  insurance  proceeds and payments  received as a
result of such damage or destruction.

     16.  Comprehensive  General Public Liability  Insurance,  Steam Boiler, War
Damage, Sprinkler and Rent and other Insurance


     11 A. Tenant also  covenants to obtain for the benefit of Landlord,  at its
sole cost and expense, comprehensive general public liability insurance coverage
of the Demised Premises,  including the sidewalks, alleys, curbs, and vaults, if
any,  adjoining the Demised  Premises,  in the customary  form,  from  insurance
companies  satisfying  the  requirements  of  Article  15  hereof,  in limits of
liability  (including  coverage under umbrella  liability  policies) of not less
than  $2,000,000  per  occurrence  for  property  damage,  and to pay all of the
premiums thereon.

     B.  Tenant,  at its sole cost and  expense,  during the entire term of this
Lease  will  have  professional   insurance   commercially  available  (such  as
malpractice  insurance or liability  insurance) covering Landlord and Tenant for
any act of Tenant dealing with its activities in the premises.

     C. Tenant will also obtain insurance with respect to its obligations


<PAGE>



under this lease,  of the type known as rent  insurance or loss of business
insurance.

     D. All policies required to be obtained by Tenant under this Article or the
preceding  Article  shall name  Landlord  as  additional  insured and the Tenant
agrees to deliver to Landlord the original of such policies.  Such policies will
contain a provision that same may not be canceled without giving to the Landlord
at least thirty (30) days prior written notice.

17.     Compliance With Insurance Requirements

     Tenant shall promptly  perform and comply with the requirements of all fire
and liability  insurance  carriers  obtained by Landlord within thirty (30) days
after written  notice from  Landlord,  either  personally or by certified  mail,
return receipt requested.

18.     Waiver of rights to Redeem

     Except as otherwise  expressly  provided  herein,  Tenant hereby  expressly
waives any and all right to redeem the Demised  Premises  under Sections 761 and
763, or any  amendments,  changes and  additions  thereto,  of the Real Property
Actions  and  Proceeding  Law of the  State  of New York or  otherwise,  after a
warrant of dispossess shall have been made or entered, or by virtue of any other
statute, law or decision of like import or effect now or hereafter in force.

19.      Total Condemnation

     If, at any time during the term hereof,  the whole of the Demised  Premises
shall be taken for any public or  quasi-public  use,  under any  statute,  or by
right of eminent  domain,  or if any part of said Demised  Premises  shall be so
taken  and the part  not so  taken  shall  be  insufficient,  in the  reasonable
judgment of Tenant,  for the  operation  of Tenant's  business,  then this Lease
shall  immediately  cease and terminate,  and the Base Rent and Additional  Rent
payable under this Lease shall be equitably  apportioned and paid to the time of
such termination, and Tenant shall not be responsible for any payment of rent or
other obligation under this Lease after such termination.

     In the event of such total condemnation,  the entire award shall become the
property of the  Landlord,  and Tenant  access that it shall not be entitled to,
nor shall it, file a claim for any portion of

                                       12

such award. Nothing herein contained shall prevent Tenant from applying for
an award  for the  unamortized  value of  Tenant's  leasehold  improvements  and
Tenant's   relocation  and  moving  expenses  (or  from  joining  in  Landlord's
application  for such award),  provided that such award to Tenant does not cause
the diminution or reduction of the award otherwise payable to Landlord.

20.     Partial Condemnation

     A. If any buildings or  improvements  now or hereafter  constructed  on the
Demised  Premises shall be damaged or partially  destroyed by any such taking of
less than the whole or  materially  all thereof,  then except as herein above or
after specifically provided,  this Lease shall continue in full force and effect
as to the part not so  taken,  and the Base  Rent  shall be  reduced  by  mutual
a-agreement  of the parties,  and if the parties  fail to mutually  agree upon a
fair Base Rent, the matter shall be determined by arbitration in accordance with
Article 34 hereof.  Tenant shall give prompt  notice  thereof to  Landlord,  and
shall proceed with reasonable  diligence to conduct any necessary demolition and
to repair and restore,  at its own cost and expense,  any remaining  part of any
building and improvements not so taken, so as to constitute such remaining part


<PAGE>



or parts  thereof a  complete,  rentable  building  in good  condition  and
repair, provided, however, that Tenant shall not be required to make any repairs
or restoration hereunder until the condemnation award shall have first been paid
or disbursed in accordance with the terms of this Article.


     B. If there shall be less than sixty (60) days  remaining to the end of the
Lease term hereunder  (including any extensions thereto as to which Tenant shall
have given Landlord the notice required by Article 2B, 2C or 2D), Tenant may, in
lieu of making  such repair and  restoration  tenant this Lease upon thirty (30)
days  prior  written  notice  to  Landlord  without  penalty  and the  otherwise
applicable  provisions of this Lease regarding  terminations shall be applied as
if the Lease had otherwise  terminated  on such date.  Tenant shall in such case
promptly  remit to Landlord any  insurance  proceeds and payments  received as a
result of such damage, destruction or taking.

21.      Evidence of Payment By Landlord: Tenant's Right to Cure

     A.  Provided  Tenant  has  complied  with  all  the  terms,  covenants  and
conditions of this Lease on Tenant's part to be performed,  the Landlord  agrees
to  exhibit  to  Tenant,  upon  demand  therefor,  evidence  of  payment  of the
installments of principal and interest under the bonds and/or mortgages covering
the said premises, and of taxes and of other impositions.

     B. In the event Landlord  shall at any time fail to pay any  installment of
principal or interest upon any mortgage  which shall  constitute a lien upon the
Demised  Premises or any other charge or sum not required by the  provisions  of
the Lease to be paid by  Tenant,  or in the  event  that a lien is placed on the
Demised Premises by any municipal,  state or federal agency, or any other party,
due to the failure of the Landlord, or party or parties collectively  comprising
the Landlord, or its assigns to discharge any and all obligations not assumed by
Tenant under this Lease,  including,  but not limited to, Article 54 hereof, and
if such failure to pay such sum or lien shall constitute a threat to the


                                       13

right of Tenant to enjoy the use of the Demised Premises, Tenant shall have
the right  forthwith  to pay the  amount due if it so elects  together  with any
costs or  interest  payable in  connection  therewith  and Tenant may deduct the
amount of such payment  together with interest from the date of Tenant's payment
from the rental next  becoming due under the  provisions of this Lease until the
amount of the  credit to which  Tenant  shall be  entitled  shall be  exhausted.
Tenant, upon making such payment, shall be entitled subject to the provisions of
the laws  applicable  thereto,  to be  subrogated to the rights of the holder of
such  payment  for or on behalf of the  Landlord.  Tenant  shall  first  give to
Landlord  five (5) business  days written  notice by certified  mail (unless the
time  available to make such payment is shorter),  of its intention to make such
payment on behalf of the Landlord  and if the Landlord  fails within such period
to cure its default, Tenant may make same as provided above.

22.     Mortgages - Subordination

     A. This Lease, the lien thereof on the Demised Premises,  and all rights of
Tenant  hereunder,  and of any persons  claiming  under or through  Tenant,  are
subject and subordinate to existing or future mortgages or leases which shall be
liens  upon  the  premises  and to any  other  mortgages  or  leases  and to any
renewals,  modifications,  consolidations,  extensions or  replacements  of such
mortgages  or leases  although  such  mortgage  or  mortgages  may exceed in the
aggregate the original  principal  amounts of the mortgages which shall be liens
upon the premises at the time of the execution of the Lease, provided,  however,
that the aggregate  annual  amount of principal and interest  payments on all of
such mortgages (exclusive of the final


<PAGE>



principal payment) shall not exceed eighty (80%) percent of the annual Base
Rent.  Landlord  will use its best efforts to obtain the agreement of the holder
of any such  existing  or  future  mortgages  either  not to  disturb  the quiet
enjoyment  of Tenant  hereunder  as a result of any  default by  Landlord  or to
accept payment from Tenant to cure any such default by Landlord.

     B. This a-agreement of  subordination  shall be  self-operative  but Tenant
covenants and agrees on demand at any time or times, to execute, acknowledge and
deliver to Landlord, any and all instruments which may be necessary or proper to
subordinate  this Lease and Tenant's right hereunder to the lien or liens of any
such mortgage or lease or renewal, modification,  consolidation,  replacement or
extension.  Tenant hereby  authorizes  and empowers  Landlord to make,  execute,
acknowledge  and deliver the same as attorney in fact of Tenant  coupled with an
interest in Tenant's name,  place and stead upon ten (10) days written notice to
Tenant, the Tenant hereby making,  constituting and appointing  Landlord and its
successors and assigns as attorney in fact for that purpose.

     C.  Landlord  will either  provide  Tenant with (i) a copy of any  existing
mortgage  upon the Demised  Premises,  as well as of any renewal,  modification,
consolidation,   extension  or  replacement   thereof  or  the  (ii)  a  written
description  of  Landlord's  obligations  under  any  such  mortgage,   renewal,
modification,  consolidation,  extension or replacement thereof. Tenant warrants
it will not perform any act or do anything  which will cause a default under any
such  mortgage or of any  renewal,  modification,  consolidation,  extension  or
replacement  thereof  Whenever the  obligations  of Landlord  (mortgagor) to the
holder of such  mortgages or of such  renewals,  modifications,  consolidations,
extensions or replacements  require Landlord (mortgagor) to perform an act or do
a thing which coincides with an act or thing which Tenant is herein obligated to
Landlord to perform or do, Tenant warrants to perform said act or to do

                                       14


said  thing.  Anything  in any  provision  of this  Lease  to the  contrary
notwithstanding,  if the time given to Landlord by holders of said  mortgages or
such renewals,  modifications,  consolidations,  extensions or  replacements  to
perform said act or to do said thing is shorter than the time given to Tenant by
this  Lease to perform or do the same act or thing,  then if  Landlord  promptly
gives Tenant notification of any notice given to Landlord in respect of said act
or thing by the holder of said  mortgages  or by the  holders of such  renewals,
modifications,  consolidations, extensions or replacements, Tenant shall perform
said act or do said thing  within the time  specified  in the notice so given by
the holder of any  mortgage  or by the holder of such  renewals,  modifications,
consolidations,  extensions or replacements. If Tenant fails to perform said act
or do said thing.,  within the time as  specified,  and Tenant has not commenced
and  proceeded to remedy such act or thing,  Landlord may enter the premises and
perform  said  act or do said  thing  without  further  notice.  There  shall be
applicable  thereto all the provisions hereof in respect of Landlord  performing
said acts and/or doing said things at the expense of Tenant and recovering  said
expenses from Tenant as Additional Rent.  Notwithstanding anything herein to the
contrary,  Tenant shall be under no obligation to make any payments hereunder if
the total of such payments would exceed Tenant's obligation to pay Base Rent and
Additional Rent to Landlord.

23.     Default

     A. Any one or more of the following events shall be deemed to be "Events of
Default" under this Lease:

     (i) if this Lease or the estate of Tenant  hereunder  shall be transferred,
assigned,  subleased or  mortgaged to any person or party,  except in the manner
herein permitted, subject to Tenant's right to cure such Event of Default within
thirty (30) days thereof, or



<PAGE>



     (ii) if Tenant shall default in making  payment of any  installment of Base
Rent or  Additional  Rent or other sums or  charges,  as and when the same shall
become due under and payable  and/or  required to be  deposited  by Tenant under
this lease,  and such  default  shall  continue for a period of twenty (20) days
after written notice given by Landlord; or

     (iii) if Tenant shall materially fail to perform any of its obligations and
any such default  shall  continue for a period of thirty (30) days after written
notice by Landlord,  except that,  in connection  with a default not  consisting
solely  of the  payment  of rent and not  susceptible  of being  cured  with due
diligence,  the applicable cure period,  the time of Tenant within which to cure
the same,  shall be extended  for such time as may be necessary to cure the same
with reasonable  diligence,  provided Tenant shall commence promptly and proceed
diligently to cure the same; or

     (iv) an execution or attachment shall be issued against Tenant's  leasehold
estate,  and such  execution  or  attachment  shall not be vacated or removed by
court order, bonding or otherwise,  within a period of sixty (60) days after the
issuance thereof





                                       15


     B. Upon the  occurrence  of an Event of Default,  the Landlord  may, at its
election,  and in addition to any other remedies available to it under law or in
accordance with any other provision of this Lease,  serve a written ten (10) day
notice of cancellation  and termination of this Lease upon Tenant,  and upon the
expiration of said ten (10) days (during which time Tenant may cure any monetary
default,  together with interest, if any, accrued thereon in accordance with the
provisions  of  this  Lease,  and  thereby  nullify  any  such  cancellation  or
termination  based  only upon such  monetary  default),  the Lease and the terms
hereunder shall  ten-terminate and expire as fully and completely as if the date
of  expiration of such ten (10) day period were the day herein fixed for the end
and expiration of this Lease and the term thereof, and Tenant in such case shall
then quit and surrender to Landlord the Demised Premises and each and every part
thereof and Landlord may enter into or repossess  the Demised  Premises each and
every part  thereof,  either by force,  summary  proceedings  or  otherwise.  No
cancellation  and  termination  of this Lease under this Article  shall  relieve
Tenant of its  liability  and  obligations  to pay the Base Rent and  Additional
Rent, and other sums and charges theretofore accrued or thereafter accruing, and
such liability and obligations shall survive any such expiration or termination.

     C. All sums which  Tenant has  agreed to pay by way of real  estate  taxes,
maintenance  and all  other  sums  and  charges  required  to be paid by  Tenant
hereunder,  becoming due from time to time under the terms of this Lease,  shall
all be deemed  Additional Rent reserved in this Lease within the meaning of this
Article.

     In the event this Lease is  terminated  by Landlord  pursuant to any of the
provisions  of this  Article or  otherwise  terminated  pursuant  to any express
provision  of this  Lease,  Landlord  shall be  entitled  to retain  and set off
against  its  damages  any  proceeds  being held as  deposits  or as trust funds
hereunder.

     D. In the event of any  termination  of this Lease,  whether the same be by
expiration,  cancellation,  surrender  or by  operation of law, by issuance of a
dispossessory  warrant,  or by service of notice of cancellation and termination
as herein provided, Landlord may at any time re-enter the Demised Premises using
such  force  for that  purpose  as may be  necessary  without  being  liable  to
prosecution  therefor,  and  thereupon  Landlord  shall be  entitled  to  retain
possession of the Demised Premises free from any estate or interest of Tenant


<PAGE>



therein.

     E. Tenant hereby expressly waives the service of any notice of intention to
re-enter  provided in any statute or of the institution of legal proceedings for
such  purpose  and Tenant for and on behalf of itself and all  persons  claiming
through or under  Tenant,  including  any  assignee or creditor of Tenant,  also
waives any and all right of redemption or re-entry or repossession or to restore
the  operation  of this Lease in case Tenant  shall be  dispossessed  by summary
proceedings or otherwise or in case of reentry or repossession by Landlord or in
case of any  expiration  or  termination  of this Lease in  accordance  with its
terms.  The term  "enter",  "entry",  "re-enter"  as used in this  Lease are not
restricted to their technical legal meaning.

     F. Except as  otherwise  provided in this  Article,  no receipt of funds by
Landlord from Tenant after the termination or cancellation

                                       16



hereof in any lawful manner shall  reinstate,  continue or extend the term,
or affect any notice  theretofore given to Tenant, or operate as a waiver of the
right of Landlord to enforce the payment of Base Rent, and Additional  Rent, and
other sums and charges then due or which thereafter  become due, or operate as a
waiver of the right of Landlord to recover possession of the Demised Premises by
proper suit, action, proceedings or other remedy, it being agreed that (i) after
the service of notice of cancellation and termination as herein  provided;  (ii)
after the  commencement  of any suit,  action,  proceedings or other remedy;  or
(iii) after a final order or judgment for  possession  of the Demised  Premises,
Landlord may demand,  receive and collect any funds which thereafter become due,
without in any manner affecting such notice, suit, action, proceedings, order of
judgment;  and any and all such  proceeds  so  collected  shall be  deemed to be
payments on account of the use and  occupation of the Demised  Premises,  or, at
the election of Landlord, on account of Tenant's liability hereunder.

     G. If this Lease  shall be  terminated  and  canceled  as  provided in this
Article,  Tenant  covenants and agrees,  any other covenant in this Lease to the
contrary  notwithstanding,  that the Deposed  Premises shall be then in the same
condition as that in which  Tenant has agreed to surrender  the same to Landlord
at the  expiration  of the term  hereof,  as more fully  described in Article 5B
hereof.

     H. Tenant shall pay upon demand all reasonable costs, charges and expenses,
including reasonable fees and expenses of counsel retained by Landlord, incurred
by  Landlord  in  enforcing  Tenant's  obligations  hereunder  in the event of a
default of Tenant's obligations under this Lease.

     I. In the event that Tenant shall fail to occupy the Demised Premises on or
before  December 31, 1996, or in the event that Tenant shall give landlord prior
written notice of its intention not to occupy the Deposed  Premises on or before
December 31, 1996, Tenant shall pay to Landlord as liquidated damages the sum of
Fifty  Thousand  Dollars  ($50,000)  and shall  have no  further  obligation  or
liability under this Lease.

24.      Cumulative Remedies

     Any  material  violation  or attempted  material  violation  or  threatened
material  violations  of any covenant or  condition of this Lease by Tenant,  or
anyone claiming under Tenant, shall be remediable by injunction which shall be a
cumulative  remedy in addition to every other  remedy given by this Lease or now
or hereafter existing by law, either  independently of or in connection with the
execution  of this Lease,  it being  expressly  agreed that the various  rights,
remedies,  powers and  elections  given to Landlord in this Lease are  distinct,
separate and cumulative remedies, and no one such remedy thereunder, whether or


<PAGE>



not exercised by Landlord, shall be deemed to be in exclusion of any of the
other remedies,  or of such other rights,  remedies,  powers or elections as are
now or may hereafter be available to Landlord under this Lease or by law.

25.      Indemnity

     A. Tenant hereby agrees to indemnify and to save and hold Landlord harmless
against  any and all  claims,  damages,  suits or causes of action  for  damages
arising after the commencement of the term hereof and

                                       17

any orders, decrees or judgments which may be entered therein, commenced as
a result of any injury to person or property or from loss of life  sustained  in
or about the said Demised Premises and the building and improvements thereon, or
in or upon the  sidewalks,  curbs,  alleys,  vaults,  or  streets in front of or
appurtenant thereto by any person or persons whatsoever, as a result of Tenant's
negligence.  Landlord  hereby  agrees to  indemnify  and to save and hold Tenant
harmless against any and all such claims, damages, suits or causes of action for
damages  arising as a result of Landlord's  negligence.  It is the intention and
agreement  of the parties  that  Landlord  shall not be liable for any  personal
injuries or damages to Tenant or its  officers,  agents and  employees or to any
other person or to any occupant of any part of the Demised Premises,  or for any
injury or damage to any goods,  wares,  merchandise  or property of Tenant or of
any occupant of any part of the said premises,  irrespective of how the same may
be caused.

     B. Tenant hereby agrees to indemnify and to save and hold Landlord harmless
and free of and from any and all liability,  loss, damage or expense,  causes of
action,  suits,  claims and judgments,  including  reasonable  legal expenses in
connection  with defending  against any such action,  suit or claim arising from
injury or alleged  injury to persons or  property  of any and every  nature,  or
arising out of the use,  occupation,  management  or  possession  of the Demised
Premises,  or of any building  thereon,  or any part thereof,  or of the vaults,
alleys,  sidewalks  adjacent  thereto,  occasioned  by  the  actual  or  alleged
negligence  or  willful  acts of  Tenant,  its  agents,  employees,  assigns  or
occupants of any part of the Demised  Premises,  or by their agents or employees
respectively, at any time during the term of this Lease.

26.     Improvements Owned by Landlord

     Any and all  improvements  to said  Demised  Premises  or any part  thereof
during the term of this Lease shall belong to Landlord  upon the  expiration  or
termination of this Lease, and without payment of any kind therefor.

27.      Limit of Liability of Landlord and Tenant

     Tenant  agrees  that,  if  Landlord  shall be an  individual,  corporation,
trustee,  joint  venture,  tenancy  in  common,  co-partnership,  unincorporated
association or other  unincorporated  aggregate of individuals  and/or entities,
then Tenant shall look solely to such Landlord's estate and property in the land
and buildings (or the proceeds thereof for the satisfaction of Tenant's remedies
for the  collection  of a judgment (or other  judicial  process)  requiring  the
payment of money by Landlord in the event of any default by Landlord  hereunder,
and no other property or assets of such incorporated or unincorporated  Landlord
shall be subject  to levy,  execution  or other  enforcement  procedure  for the
satisfaction  of Tenant's  remedies  under or with  respect to this  Lease,  the
relationship of Landlord and Tenant hereunder,  or Tenant's use and occupancy of
the Demised Premises.

28.  Signs

     With respect to any future signs, Tenant shall only use, erect and maintain


<PAGE>



signs,  flagpoles,  marquees or other forms of  advertisement or display on
the  Demised  Premises by and with the written  consent of the  Landlord,  which
consent shall not be unreasonably withheld or delayed,


                                       18

and to the  extent  that  such  erection,  use  and/or  maintenance  may be
approved  by and be in all  respects  satisfactory  to the  municipal  and other
governmental  authorities  having  jurisdiction  thereof,  and  conform  in  all
material respects to all laws,  ordinances and regulations  pertaining  thereto;
but Tenant  shall  include  in the  insurance  coverage  to be carried by Tenant
hereunder,  full  insurance  against  any  hazard,  loss or  damage to person or
property by reason of said signs and structures, including indemnity in favor of
Landlord  against  damages or injury due to, or in any way connected  with,  the
erection, maintenance and/or operation of any such signs and structures.

29.      Access rights by Landlord to Show Premises

     Subject to rights of tenants and occupants, Tenant shall permit Landlord or
its agents, on reasonable advance notice of not less than five (5) business days
to Tenant,  to show the Demised  Premises on business days to persons wishing to
purchase or mortgage  the same;  and during the six months  next  preceding  the
expiration of the term hereby granted  (including  any extensions  thereto as to
whether Tenant shall have given  Landlord the notice  required by Article 2B, 2C
or 2D),  Landlord  or its agents  shall have the right to show the  premises  to
persons wishing to hire the same upon such notice.

30.      Inspection and Access Rights

     Subject  to  rights of  tenants  and  occupants  of the  Demised  Premises,
Landlord and its agents and other  representatives shall have the right to enter
into and upon the Demised  Premises or any part thereof at all reasonable  hours
and upon reasonable  notice for the purpose of examining the same or making such
repairs  or  alterations  therein  as  may  be  necessary  for  the  safety  and
preservation thereof, which right to make repairs or alterations shall, however,
be subject and subordinate to each and every  provision  contained in this Lease
applicable  to repairs or  alterations,  and  Landlord  agrees  that  except for
emergencies (in Landlord's  reasonable  opinion),  Landlord will give Tenant ten
(10)  business  days' prior  notice  before  making any repairs upon the Deposed
Premises  and in the event that  Tenant  shall  dispute the  necessity  for such
repairs,  such disputes shall be subject to  arbitration  pursuant to Article 34
hereof  Except as  otherwise  specifically  provided  elsewhere  in this  Lease,
Landlord  shall not be under any  obligation  to make any  repairs,  alterations
and/or improvements of any kind whatsoever,  structural or otherwise, but Tenant
shall make all such repairs,  alterations  and  improvements at its own cost and
expense.  However,  in case of the  neglect  or  default of Tenant in making the
same, Landlord may do so during the term hereby granted or after its expiration,
subject to the provisions of Article 23.F hereof,  and all reasonable  costs and
expenses paid or incurred in connection therewith,  plus interest thereon at the
rate of one  percent  (1%) per month,  shall be repaid by Tenant to  Landlord on
demand as Additional  Rent. The recipient  bills of the mechanics or contractors
employed by Landlord  showing,-,  the payment by Landlord for the making of such
repairs,  alterations  or  improvements,  shall be prima  facie  evidence of the
reasonableness  of such  charges  therefor,  and that the same have been paid by
Landlord.

31.      Quiet Enjoyment

     Upon  payment  of the Base  Rent,  Additional  Rent and all other  sums and
charges herein reserved and upon the due performance of all the terms, covenants
and conditions and agreements herein contained on its

                                       19


<PAGE>





part to be kept and performed, Tenant shall and may at all times during the
term hereby granted peaceably and quietly enjoy the Demised  Premises,  subject,
however, to the terms of this Lease; provided, however, that this covenant shall
run with the land,  shall be binding  upon the grantee of the  Demised  Premises
from  time to time,  as the case may be,  but that  there  shall be no  personal
liability  hereunder  as against  Landlord,  or, if Landlord  is a  corporation,
against  its  stockholders,  or if it  is a  partnership,  against  any  of  its
constituent  partners,  or any successor  corporation  or partnership or firm or
joint  tenancy,  and Tenant  will look solely to the  Demised  Premises  for its
protection.

32.      Surrender at End of Term

     A. At the  expiration  of the term of this  Lease as set forth in Article 2
hereof, or upon the sooner termination of the term pursuant to Article 23 or any
other provision of this Lease, Tenant shall surrender and deliver up to Landlord
the Demised  Premises,  buildings and improvements and the sidewalk,  vaults and
streets and  appurtenances  in front of or appurtenant to the Demised  Premises,
and also all  elevators,  pipes,  plumbing,  electric  wires,  boilers and steam
heating  plant,  and all machinery,  in the same condition  existing on the date
hereof,   ordinary-y  wear  and  tear  excepted,  to  which  end  Tenant  herein
specifically contracts, under penalty of forfeiture and damages, that, except to
the extent that such items are the  responsibility of Landlord,  as described in
Article 8 hereof,  Tenant  shall at all times not only keep all  building on the
said  premises,  adjacent  sidewalk  and vaults,  if any, in the same  condition
existing on the date hereof, ordinary wear and tear excepted, whether inside and
outside, and whether structural or otherwise,  extraordinary or unforeseen,  and
will from time to time, if necessary,  renew the same to the end that  deliver-y
of the  aforesaid  Demised  Premises and  sidewalks,  vaults and streets and all
pipes, plumbing,  electric wires, boilers and steam heating plant, elevators and
machinery,  within, in front of, or appurtenant to the Demised Premises,  may be
at the  expiration  of this  Lease in the same  condition  existing  on the date
hereof, ordinary wear and tear excepted.

     B. Tenant hereby covenants and agrees that at the expiration of the term of
this Lease as set forth in Article 2 hereof,  or upon the sooner  termination of
the term  pursuant to Article 23 or any other  provision of this Lease,  it will
restore  the  Demised  Premises  to the  condition  that they were in on the day
before the Commencement Date of this Lease (normal wear and tear excepted),  or,
at  Tenant's  option,   rent  to  the  Landlord  the  reasonable  cost  of  such
restoration,  as more  fully  described  in  Article 8B hereof In the event that
Tenant  causes  the  Certificate  of  Occupancy  set forth in  Article  13 to be
amended, Tenant agrees, at its sole cost, to cause such Certificate of Occupancy
to be restored to its former  provision at the expiration of any renewal of this
Lease,  or the  termination  of this Lease  pursuant  to Article 23 or any other
provision of this Lease.

33.     No Waiver

     It is understood  and agreed that neither delay on the par-t of Landlord or
Tenant in invoking any remedy to which such party may be entitled because of any
breach on the part of the other party hereto of any covenant or condition herein
nor the acceptance of rent herein by



                                       20



Landlord, either from Tenant or any subtenant, whether or not such delay or
acceptance is with or without  knowledge on the part of Landlord of such breach,
shall prejudice  Landlord's or Tenant's (as the case may be) privilege to invoke
such remedy, which remedy shall continue until such breach is cured.


<PAGE>




     Landlord  or  Tenant  may,  as often as it  elects,  waive  any one or more
violations or defaults in any of the terms, covenants, conditions and provisions
set forth in this Lease, in case any such violations or defaults occur,  without
thereby losing or impairing the right subsequently to enforce fully each and all
of such  terms,  covenants,  conditions  and  provisions  in the  manner  herein
provided in case of new or continued  violation or default in any of such terms,
covenants, conditions and provisions.

34.      Arbitration

     If a matter is to be  determined  by  arbitration  pursuant to the specific
provisions of this Lease,then such matter shall be settled by arbitration in New
York City before the American Arbitration Association and in accordance with its
procedural rules then obtaining (or if the American  Arbitration  Association is
not then in existence, such matter shall be settled by arbitration in accordance
with the laws of the State of New York),  and the award rendered shall be final,
conclusive  and binding upon the parties and judgment  thereon may be entered in
any court having jurisdiction  thereof.  Each party to the arbitration shall pay
half the cost  thereof  and its own  counsel  fees and  expenses.  It is further
expressly  understood and agreed that arbitration  shall not be available to any
party to this Lease except in the cases in which it is expressly provided for in
this Lease.

35.      Excavation

     If any excavation  shall be made or contemplated to be made for building or
other  purposes upon property  adjacent to the Demised  Premises,  Tenant shall,
subject to Landlord's  approval,  and if applicable,  Landlord's payment (as set
forth in Article 8) either:

     (i)  afford to the person or persons  causing or  authorized  to cause such
excavation  the right to  reasonably  enter upon the  Demised  Premises  and any
building and  improvements  now or hereafter  erected thereon 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, or

     (ii) do or cause to be done all such work as may be  necessary  to preserve
any of the walls or structures of any building and improvements now or hereafter
erected upon the Demised  Premises 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 or any
renewal  thereof  This  Article is intended  to benefit  only the  Landlord  and
permitted  mortgagees  and is not intended to create any rights not conferred by
law on any adjoining owner or lessee.

                                       21


36.      No Service or Repairs

     Except as set forth in Article 8, Landlord shall not be required to furnish
any service to the Demised Premises, including, without limitation, heat, water,
electricity and power,  and shall in all events not be liable for any failure of
water  supply or  electric  current or of any  service by any  utility,  nor for
injury or damage to person  (including death) or property caused by or resulting
from falling plaster,  steam,  gas,  electricity,  water, rain or snow which may
flow or leak  from  any  part  of the  Demised  Premises,  or  from  any  pipes,
appliances  or plumbing  works of the same,  or from the street or subsurface or
from any other  place,  nor from  interference  with light or other  incorporeal
hereditament or easements,  however  caused,  except if due to negligence on the
part of Landlord. Tenant agrees to pay all charges for gas, electricity,  water,
light,  heat, power and/or other services used or charges imposed in or about or
supplied to said


<PAGE>



building.  If there is no meter to measure the  consumption  of water,  the
Tenant,  at its own cost,  will install same.  Landlord shall not be required to
furnish any services or facilities or to make any repairs or  alterations  in or
to the Demised Premises.  Tenant hereby assumes the full and sole responsibility
for the condition, operation, repair, replacement, maintenance and management of
the  Demised  Premises  from and after  the date  hereof,  except  as  otherwise
provided herein.

37.      Party Wall Agreements, If Any

         Tenant  covenants,   in  connection  with  the  making  of  repairs  or
alterations,  to observe and perform the covenants and  conditions  contained in
any party wall agreement affecting the Demised Premises, if any

38.      Definition of Landlord

     The term  "Landlord" as used in this Lease means only the owner of the land
and buildings which constitute the Demised Premises, so that in the event of any
transfer of said land and buildings by Landlord,  the said Landlord shall be and
hereby is  entirely  freed and  relieved  of all  covenants  and  conditions  of
Landlord  hereunder,  and it shall  be  deemed  and  construed  without  further
agreement  between the par-ties or their successors in interest,  or between the
parties and the transferee at any such transfer, that the transferee has assumed
and  agreed to carry  out any and all  covenants  and  obligations  of  Landlord
hereunder. This provision shall apply to each and every sale and transfer.

39.     Notice

     Notice  wherever  provided  for herein  shall be in writing and be given by
certified mail,  return receipt requested at the address herein specified by the
party to whom such notice is to be given,  unless a  different  address has been
published  by such a party to the party  giving such  notice,  in which case the
latter  address  shall be used.  Every notice shall be deemed to have been given
the earlier of (i) three (3) business days after the time of deposit  thereof in
any branch of the United States Post Office or (ii) upon receipt  thereof by the
addressee.

     Any and all notices  required  to be given to  Landlord  under the terms of
this Lease shall be given only to one such  individual,  firm or corporation who
shall have been duly designated by an instrument or

                                       22

instruments  executed and  acknowledged  by Landlord and until such further
designation,  all notices to be given to the Landlord shall be given to Landlord
at the address set forth above, with a copy to Landlord's  attorney,  Avrohom P.
Dubin, Esq., 1140 East 19th Street, Brooklyn, New York 11230.

     Any and all notices  required to be given to Tenant under the terms of this
Lease shall be given only to one such individual, firm or corporation, who shall
have  been  duly  designated  by  an  instrument  or  instruments  executed  and
acknowledged by Tenant,  and until such further  designation,  all notices to be
given to Tenant  shall be sent to the  address set forth  above,  with a copy to
Tenant's attorney,  Raymond W. Goldfaden,  Esq., Epstein,  Becker & Green, P.C.,
250 Park Avenue, New York, N.Y. 10177.

40.      Sprinkler System

     A. If there  now is or shall be  installed  in the  building  a  "sprinkler
system" and such systems or any of its appliances shall be damaged or injured or
not in reasonable  working  order,  Tenant shall  forthwith  restore the same to
reasonable working condition.



<PAGE>



     B.  If the New  York  Board  of Fire  Underwriters  or the  Fire  Insurance
Exchange or any bureau,  department  or official of the  federal,  state or city
government or any fire insurance  carrier insuring the Demised Premises requires
changes,  modifications or alterations to the sprinkler system,  Tenant shall be
responsible  for same.  Tenant  shall in all events be required to maintain  the
sprinkler system and replace sprinkler heads as necessary.

     C.  Tenant  shall  pay  all  costs  for the  contract  price  for  superior
supervisory service during the term of this Lease, if required.

41. Estoppel Certificate - Tenant

     Tenant agrees at any time and from time to time upon not less than ten (10)
days' prior notice by Landlord to execute,  acknowledge  and deliver to Landlord
or fee mortgagee a statement in writing certifying that this Lease is unmodified
and in full  force and effect  (or if there  have been  modifications,  that the
Lease is in full force and effect as modified and stating the modification), and
the dates to which the Base Rent and Additional Rent have been paid, and stating
whether or not Landlord is in default in keeping,  observing or  performing  any
term, covenant, agreement,  provision, condition, or limitation contained in the
Lease and, if in default,  specifying each such default,  it being intended that
any such  certificate  delivered  pursuant to this Article may be relied upon by
Landlord or any prospective purchaser of the fee or any mortgagee thereof.

42.      Estoppel Certificate - Landlord

     Within ten (10) days after receipt of written  request  therefor,  Landlord
will  certify in writing  to Tenant or any  assignee  or  proposed  assignee  or
mortgagee of this Lease, or proposed permitted sublessee, that as of the date of
such  certification,  Tenant has or has not, as the case may be,  faithfully and
fully made all payments then and  theretofore  due to Landlord and that Landlord
knows or does not know, as the case may be, of any default by Tenant in the full
and faithful performance by


                                       23

Tenant of all  covenants,  conditions and agreements on Tenant's part to be
performed.  Upon the failure of Landlord to execute and deliver such certificate
within the time above specified,  such failure shall be deemed tantamount to the
delivery  of  the  certificate  by  Landlord,  to the  effect  that  Tenant  has
faithfully  and  fully  met  all  payments  thereunder  and  theretofore  due to
Landlord, and that Tenant is not in default under the terms of this Lease.

43.      Severability Provision

     If any term or  provision of this Lease or the  application  thereof to any
person or circumstances  shall, to any extent, be invalid or unenforceable,  the
remainder of this Lease, or the application of such term or provision to persons
or  circumstances   other  than  those  as  to  which  it  is  held  invalid  or
unenforceable, shah not be affected thereby, and each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.

44.      Landlord's right to Mortgage Fee

     Subject to the provisions of Article 22 hereof,  Landlord may, from time to
time,  mortgage its fee and estate in the Demised  Premises and its reversionary
interest in and to the furniture, chattels, furnishings, fixtures and equipment,
or renew,  modify,  consolidate,  replace or extend any such  mortgage  and this
Lease and all rights of Tenant  shall be  subject  and  subordinate  to any such
mortgage, and any renewal, modification, consolidation, replacement or extension
agreement  thereof Landlord agrees that promptly upon receipt by Landlord of any
written  notice of default from any fee  mortgagee,  Landlord  shall send a true
copy of such notice of default to Tenant.


<PAGE>




45.     Covenants

     Whenever in this Lease any words of obligation or duty are used, such words
or  expressions  shall  have the same  force and effect as though in the form of
covenants.

46.     Waiver of jury Trial

     It is  mutually  agreed  by  and  between  Landlord  and  Tenant  that  the
respective parties hereto shall and do hereby waive trial by jury in any action,
proceeding or  counterclaim  brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the
Demised  Premises and/or any claim or injury or damage.  It is further  mutually
agreed  that  in  the  event  Landlord  commences  any  summary  proceeding  for
possession of the premises by reason of nonpayment of the Base Rent,  Additional
Rent or other sums and charges,  Tenant will not interpose any  counterclaim  of
whatever nature or description in any such proceeding.


47.     Adjustments upon Expiration of Lease Term

     Upon  expiration or termination of this Lease,  whether by lapse of time or
otherwise  (except if Tenant is dispossessed by Landlord or abandons the Demised
Premises)  appropriate  adjustments shall be made between Landlord and Tenant of
taxes, water and sewer charges, fuel and


                                       24

any  other  items   customarily   adjusted   between   parties  to  similar
transactions  and in  accordance  with the  customs in  respect  to hotel  title
closings usual in New York, New York.  Further,  upon the expiration of the term
of this Lease,  whether by lapse of time or  otherwise,  and upon the payment of
the net adjustment due to Tenant, if any, Tenant shall turn over to Landlord, at
Landlord's written request therefor,  the originals of all subleases,  all other
applicable  agreements,   service  contracts,   union  agreements,   maintenance
agreements,   insurance   policies,   licenses   and   permits  (to  the  extend
transferable)  in  Tenant's  possession  and shall make  available  to  Landlord
payroll  schedules  and such other  operating  data as Landlord  may  reasonably
request and shall transfer to Landlord all lease security deposits.

48.     Governing Law

     The parties hereby covenant and agree that this Lease shall be governed by,
and  construed in  accordance  with the Internal  laws of the State of New York,
without giving effect to principles of conflicts of law.

49.     Article Headings

     The Article  headings are inserted only as a matter of convenience  and for
reference,  and in no way define,  limit or describe the scope or intent of this
Lease, nor in any way affect this Lease.

50.     Successors and Assigns, Survival

     The  covenants  and  agreements  herein  contained  shall,  subject  to the
provisions  of this Lease,  bind and inure to the benefit of Landlord and Tenant
and their respective heirs, executors, administrators,  personal representatives
and   assigns   and  Tenant  and  its   respective   successors   and   assigns.
Notwithstanding  anything  to the  contrary  contained  herein,  the  terms  and
provisions of this Lease shall survive the assignment or transfer at any time of


<PAGE>



Landlord's  rights under this Lease,  or the sale or transfer at anytime of
the fee estate in the Demised Premises or of any interest therein.

51.     No Employees

     The Landlord agrees to deliver the premises to the Tenant that no employees
and  the  Landlord   will  turn  the  building  over  to  the  Tenant  with  the
understanding  that the Tenant will hire its own employees.  Landlord  agrees to
indemnify Tenant from and against any claims by employees that relate to periods
prior to the Lease Commencement Date.

52.     Net Rental

     It is the intention of the parties that except as herein  specifically  set
forth,  the rent  payable  hereunder  shall be net to the  Landlord and that all
costs,  expenses and  obligations,  except as herein  specifically set forth, of
every kind and nature,  relating to the  Demised  Premises,  shall be payable by
Tenant.

53.     Current Occupants

     Tenant takes the Lease with the understanding that certain,  or all of the,
units of the Demised Premises may be occupied by tenants on the

                                       25

Commencement  Date of this Lease.  A listing of such occupied units and the
terms of such  tenancies  is attached  hereto as Exhibit  "C." Tenant  expressly
takes subject thereto.

54.     Landlord's Renovation Obligations

     Landlord  shall be under no obligation  to renovate,  repair or restore any
part of the Demised Premises.

55.     Opportunity to Consult with Counsel

     Tenant  acknowledges  that it has been afforded a full and fair opportunity
to review  this  Lease with its legal  counsel  prior to its  execution  of this
Lease.


     IN WITNESS WHEREOF, the parties have set their hands and seals the year and
date first above written.

                                      ----------------------------
                                      Date:


CRESTON REALTY ASSOCIATES, L.P.


By_____________________________


CORRECTIONAL SERVICES CORPORATION


By______________________________












<PAGE>

                                       26



                                    Exhibit A





<PAGE>


                                    Exhibit B

                              No Service Contracts.





<PAGE>





                                   Exhibit C
                               Existing Tenancies


     1. Deseus,  Apt. 2N, Rent $293.50 per month,  no security,  no  arrearages,
Landlord provides heat and hot water.

     2. Altman,  Apt. 4N, Rent $253.00 per month,  no security,  no  arrearages,
Landlord provides heat and hot water.


     3. Torres,  Basement Apt., Rent $143.00 every two weeks,  no security,  one
rental payment in arrears ($143.00) plus $255.00 back arrears, Landlord provides
heat, hot water, gas and electricity.






BY FEDERAL EXPRESS



Mr. James Slattery
Correctional Services Corporation
1819 Main Street, Suite 1000
Sarasota, Florida 34236



Dear Jim:

Re:      Lease between Creston Realty Associates, L.P., Landlord and
         Correctional Services Corporation, Tenant
         Premises: 2532 Creston Avenue, Bronx, New York



     I am enclosing a fully  executed copy of the Lease for the above  Premises.
We are preparing  corporation  resolutions with respect to the authorization for
your  Company to enter into this Lease.  These  resolutions  will be sent to you
shortly.




<PAGE>



Sincerely yours,



Raymond W. Goldfaden