50 ENGINEERS ROAD H LLC,
                                    Landlord

                                       and


                           HIRSCH INTERNATIONAL CORP.
                                     Tenant



                                      LEASE




                            Suffolk County, New York






<PAGE>
TABLE OF CONTENTS

Article

1    - Demise and Rent and Definitions
2    - Use
3    - Condition of Premises
4    - Tax Payments
5    - Operating Expense Payments
6    - Subordination, Notice to Superior
     - Lessors and Superior Mortgagees
7    - Quiet Enjoyment
8    - Assignment, Subletting and Mortgaging
9    - Compliance With Legal and Insurance Requirements
10   - Insurance
11   - Rules and Regulations
12   - Alterations
13   - Landlord's and Tenant's Property
14   - Repairs and Maintenance
15   - Electric Energy
16   - Heat, Ventilation and Air-Conditioning
17   - Other Services; Service Interruption
18   - Access and Name of Project
19   - Notice of Occurrences
20   - Non-Liability and Indemnification
21   - Damage or Destruction
22   - Eminent Domain
23   - Surrender and Holding Over
24   - Default
25   - Re-entry by Landlord
26   - Damages
27   - Affirmative Waivers
28   - No Waivers
29   - Curing Tenant's Defaults
30   - Broker
31   - Notices
32   - Estoppel Certificates
33   - Execution and Delivery of Lease
34   - Recording of Lease
35   - Parking
36   - Environmental Compliance
37   - Signs
38   - Approval Contingency
39   - Relocation of Premises
40   - Partnership or Multi-Person Tenant
41   - Security Deposit
42   - Miscellaneous


<PAGE>

EXHIBITS
Exhibit A - Plan of Premises
Exhibit B - Schedule of Fixed Rent
Exhibit C - Description of Landlord's Work
Exhibit D - Form of SNDA
Exhibit E - Rules and Regulations
Exhibit F - Parking Area Exhibit G - Option to Renew

<PAGE>


     LEASE,  dated as of _, 2006  between 50  ENGINEERS  ROAD H, LLC, a New York
limited  liability  company having an office at Suite 100, 45 Research Way, East
Setauket,  New York 17733 (herein called  "Landlord")  and HIRSCH  INTERNATIONAL
CORP.,  INC.,  a  corporation  having an office at            ,                ,
New York  (herein  called Tenant").

                                   WITNESSETH:

ARTICLE 1 - Demise and Rent and Definitions

     1.01.  Landlord  hereby  leases to Tenant,  and Tenant  hereby  leases from
Landlord,  the Premises (as defined in Section 1.02) in the building known as 50
Engineers Road (herein called the  "Building") on Landlord's land (herein called
"Land") located at 50 Engineers Road, in Hauppauge, in the Town of Smithtown, in
the County of Suffolk and State of New York and called "50 Engineers  Road." The
Land and all of the  buildings  and other  improvements  presently and hereafter
located thereon are herein  collectively called the "Project." The buildings and
other  improvements  presently  and  hereafter  located  on the Land are  herein
collectively called the "Improvements."

     1.02. The premises (herein called the "Premises")  leased to Tenant consist
of  approximately  14,967  rentable  square  feet (of which no more  than  8,038
rentable square feet shall be office space,  and the balance  warehouse  space),
and are shown on Exhibit A. Tenant shall have, as  appurtenant  to the Premises,
the non-exclusive  right to use in common with others,  subject to the terms and
conditions of this Lease,  including the Rules and  Regulations  (as hereinafter
defined):  (a) the common  lobbies,  corridors,  stairways  and elevators of the
Building,  if any,  and the  parking  areas  (except  those  marked for use by a
particular tenant) and (b) if the Premises includes less than the rentable floor
area of any floor,  the common  toilets,  corridors  and lobby,  if any, of such
floor.

     1.03.  The term of this Lease (herein  called the "Term") shall commence on
the  Commencement  Date and shall end at 11:59 p.m. on the last day of the month
in which the fifth year annual anniversary of the Commencement Date occurs or on
such earlier date upon which the Term shall expire or be canceled or  terminated
pursuant to any of the conditions or covenants of this Lease or pursuant to law,
or as  extended  pursuant  to the  Renewal  Option  granted  Tenant in Exhibit G
attached hereto and made a part hereof.  The targeted  Commencement  Date is 120
days from the date of execution of the lease. If for any reason the Commencement
Date shall be other than a specific  date set forth in the  definition  thereof,
then,  promptly  following the Commencement  Date the parties hereto shall enter
into an  agreement  in form and  substance  satisfactory  to Landlord and Tenant
setting forth the  Commencement  Date. If this Lease contains any renewal option
or options,  then upon the valid exercise of any renewal option, the word "Term"
shall be deemed to include the  renewal  period for which said option or options
was or were exercised.

     1.04.  The rents shall be and consist of (a) fixed rent (herein  called the
"Fixed  Rent") at the rate of  $164,637.00  per annum  which shall be payable in
equal monthly  installments  of $13,719.75  each, in advance on the first day of
each and every calendar  month during the Term,  commencing on the fifth monthly
anniversary of the Commencement  Date,  except that the first month's rent shall
be paid upon the execution of this Lease by Tenant,  and (b) additional  charges
(herein called the "Additional  Charges")  consisting of all other sums of money
as shall  become due from and payable by Tenant to Landlord  hereunder.  All the
Fixed Rent and  Additional  Charges  shall be paid in lawful money of the United
States to Landlord at its office, Suite 100, 45 Research Way, East Setauket, New
York 17733, or such other place, or to Landlord's agent and at such other place,
as Landlord shall designate by notice to Tenant.  The Fixed Rent shall increase,
on a  cumulative  basis,  by three and one half  (3.50%)  percent on each annual
anniversary  of the  Commencement  Date.  A Schedule  of Fixed Rent is  attached
hereto as Exhibit "B".

     1.05. Tenant shall pay the Fixed Rent and Additional  Charges promptly when
due without notice or demand  therefor and without any  abatement,  deduction or
setoff for any reason  whatsoever,  except as may be  expressly  provided for in
this Lease or by law.  If the  Commencement  Date occurs on a day other than the
first day of a calendar month,  the Fixed Rent for the partial calendar month at
the commencement of the Term shall be prorated.

     1.06. No payment by Tenant or receipt or acceptance by Landlord of a lesser
amount than the correct Fixed Rent or  Additional  Charges shall be deemed to be
other than a payment on account,  nor shall any  endorsement or statement on any
check or any  letter  accompanying  any check or payment be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance or pursue any other remedy in this Lease
or provided at law.

     1.07.  Tenant shall pay the Fixed Rent and Additional  Charges as above and
as herein provided,  by good and sufficient check (subject to collection)  drawn
on a New York City bank  which is a member of the New York  Clearing  House or a
successor thereto, or by wire as provided above in Section 1.04.

     1.08.  If Tenant  fails to make any  payment  of Fixed  Rent or  Additional
Charges on or before the due date  thereof,  Tenant shall pay to Landlord a late
charge of 5% of the amount of such payment and, in addition,  commencing  thirty
(30) days from the due date,  such unpaid  amount shall bear  interest at a rate
(herein  called the "Lease  Interest  Rate") equal to the lesser of (a) the rate
announced by Citibank,  N.A. or its successor  from time to time as its prime or
base rate, plus 4%, or (b) the maximum  applicable  legal rate, if any, from the
date such  amount  became  due and  payable  to the date of  payment  thereof by
Tenant. Such late charge and interest shall be due and payable on demand.

     1.09.  If any of the Fixed Rent or  Additional  Charges  shall be or become
uncollectible,  reduced  or  required  to  be  refunded  because  of  any  Legal
Requirements  (as  defined in Section  l.l0(i)),  Tenant  shall  enter into such
agreement(s) and take such other steps (without additional expense to Tenant) as
Landlord  may request and as may be legally  permissible  to permit  Landlord to
collect the maximum rents which from time to time during the continuance of such
legal  rent  restriction  may be legally  permissible  (and not in excess of the
amounts reserved therefor under this Lease).  Upon the termination of such legal
rent  restriction,  (a) the rent  shall  become  and  thereafter  be  payable in
accordance  with the  amounts  reserved  herein for the periods  following  such
termination and (b) Tenant shall pay to Landlord,  to the maximum extent legally
permissible, an amount equal to (i) the rent which would have been paid pursuant
to this Lease but for such legal rent  restriction,  less (ii) the rent actually
paid by Tenant during the period such legal rent restriction was in effect.

     1.10.  The following  terms,  whenever  used in this Lease,  shall have the
meanings:

     (a) The term  "and/or"  when applied to two or more matters or things shall
be  construed  to apply to any one or more or all  thereof as the  circumstances
warrant at the time in question.

     (b) The term "Business Days" shall mean all days except Saturdays,  Sundays
and  days  observed  by the  Federal  or New  York  State  governments  as legal
holidays.

     (c) The term  "Business  Hours"  shall  mean  8:00 a.m.  to 6:00 p.m.  on a
Business Day

     (d) The term "Commencement  Date" shall be the date that the shell Building
and the work,  if any,  to be  performed  by  Landlord  for Tenant  prior to the
commencement of this Lease is substantially completed (meaning when the work, if
any, has been completed to the extent that it may used for its intended purpose,
with the exception of punch list or other similar type work). If Tenant shall be
permitted to have access to the  Premises,  or any portion  thereof prior to the
Commencement  Date,  all  provisions  of this Lease shall apply,  other than the
payment of Fixed Rent and Additional Charges.

     (e) The terms "herein" and "hereunder," and words of similar import,  shall
be  construed  to refer to this  Lease  as a  whole,  and not to any  particular
Article or Section, unless expressly so stated.

     (f) The term "Insurance  Requirements"  shall mean the rules,  regulations,
orders and  requirements  of the New York Board of  Underwriters  and/or the New
York Fire Insurance Rating Organization and/or any other similar body performing
the same or similar  functions and having  jurisdiction  or cognizance  over the
Building  and/or  the  Premises,  whether  now or  hereafter  in force,  and the
requirements of any insurance policy maintained by Landlord.

     (g) The term  "Landlord"  shall mean only the owner at the time in question
of the  Building  or of a lease  of the  Building,  so that in the  event of any
transfer or transfers of title to the  Building or of  Landlord's  interest in a
lease of the  Building,  to the  extent  such  obligations  are  assumed  by the
transferee from and after the date of each such transfer,  the transferor  shall
be and hereby is relieved and freed of all  obligations  of Landlord  under this
Lease  accruing  after such transfer,  and it shall be deemed,  without  further
agreement that such transferee has assumed and agreed to perform and observe all
obligations of Landlord  herein during the period it is the holder of Landlord's
interest under this Lease.

     (i) The term "Lease Year" shall mean the 12-month period beginning with the
calendar  year in which the  Commencement  Date  occurs and the 12 month  period
commencing on any annual anniversary of the month in which the Commencement Date
occurs.

     (j) The term "Legal  Requirements" shall mean laws and ordinances of any or
all of the federal,  state, city, town, county,  borough and village governments
and  rules,  regulations,  orders  and  directives  of any and all  departments,
subdivisions,   bureaus,   agencies  or  offices  thereof,   and  of  any  other
governmental,  public or quasi-public  authorities having  jurisdiction over the
Building and/or the Premises,  and the direction of any public officer  pursuant
to law, whether now or hereafter in force.

     (k) The  term  "person"  shall  mean  any  natural  person  or  persons,  a
partnership,  a limited liability company, a corporation,  and any other form of
business or legal association or entity.

     (l) The term "Tenant" shall mean the Tenant herein named or any assignee or
other  successor in interest  (immediate  or remote) of the Tenant herein named,
which at the time in question is the owner of the  Tenant's  estate and interest
granted by this Lease; but the foregoing provisions of this subsection shall not
be  construed  to permit any  assignment  of this Lease or to relieve the Tenant
herein named or any assignee or other successor in interest  (whether  immediate
or  remote)  of the  Tenant  herein  named  from the full  and  prompt  payment,
performance  and observance of the covenants,  obligations  and conditions to be
paid, performed and observed by Tenant under this Lease.

ARTICLE 2 - Use

     2.01.  Tenant shall use and occupy the  Premises  for general  office space
(not more than 8,038 rentable square feet) and the balance as warehouse space.

     2.02.  If any  governmental  license or permit  shall be  required  for the
proper and lawful  conduct of  Tenant's  business  in the  Premises  or any part
thereof  (other  than the  certificate  of  occupancy  for the  Premises if any,
required for Tenant's  original  occupancy,  and Landlord is to perform the work
required  to  obtain  such  certificate  or for the  Building),  Tenant,  at its
expense,  shall duly procure and thereafter  maintain such license or permit and
submit the same to Landlord  for  inspection.  Tenant  shall at all times comply
with the terms and  conditions of each such license or permit.  Tenant shall not
at any time use or  occupy,  or suffer or permit  anyone to use or  occupy,  the
Premises,  or any part thereof, in any manner (a) which violates the certificate
of occupancy for the Premises or for the Building or any other permit or license
issued  pursuant  to any Legal  Requirements;  (b) which  causes or is liable to
cause injury to the Building or any  equipment,  facilities or systems  therein;
(c) which  constitutes  a  violation  of the  Legal  Requirements  or  Insurance
Requirements; (d) which impairs or tends to impair the character,  reputation or
appearance of the Building as a first class office  building;  (e) which impairs
or tends to impair the proper and economic maintenance,  operation and repair of
the Building and/or its equipment, facilities or systems; or (f) which annoys or
inconveniences or tends to annoy or inconvenience  other tenants or occupants of
the  Project.  Tenant  shall not at any time use or occupy,  or suffer or permit
anyone to use or occupy, the Premises,  or any part thereof,  for the production
or disposal of any toxic chemicals.

ARTICLE 3 - Condition of Premises

     3.01. Except as otherwise  expressly provided for in this Lease,  Tenant is
leasing the Premises "as is" on the date hereof,  except for reasonable wear and
tear; and the taking of possession by Tenant of the Premises shall be conclusive
evidence as against  Tenant that the Premises and the Building  were in good and
satisfactory condition at the time such possession was taken.

     3.02.  Upon  the  parties   agreeing  upon  the  floor  plan  for  Tenant's
improvements  for the space and  construction  drawings and  specifications  are
complete,  and approved by both  parties,  Landlord  shall  contract with TRITEC
Building Company,  Inc. (TBC) to act as construction manager for Landlord's Work
(the work  required by the  construction  drawings plus the erection of demising
walls,  updating the  landscaping  and striping the spaces in the parking  lot).
Landlord's  Work  will  be  divided  into  two  categories,  Landlord's  Work At
Landlord's  Expense and Landlord's Work At Tenant's Expense.  The description of
Landlord's Work is attached hereto, along with a copy of the approved floor plan
as Exhibit "C". TBC will invite bids on Landlord's Work At Tenant's Expenses and
covered  by  such  construction  drawings.  If  requested  by  Tenant,  specific
subcontractors  will be invited  to bid.  Once the bids are  received,  Landlord
shall submit a price to Tenant.  This total shall be referred to as the "Cost of
the Work At Tenant's  Expense".  All  architectural  and  engineering  services,
permits,  filing fees and other documents and approvals necessary or appropriate
to construct  Landlord's Work shall be secured by Landlord,  with the assistance
of Tenant  where  necessary.  Tenant  shall be granted an allowance of up to Two
Hundred  Seventy  Thousand  Dollars  ($270,000.00)   (Approximately  $18.00  per
rentable  square  foot) for the cost of  Landlord's  Work At  Tenant's  Expense,
including all permits,  filing fees and preparation of all Construction Drawings
("Landlord's  Allowance").  If the  Cost  of the  Work  exceeds  the  Landlord's
Allowance  then progress  payments will be made based on monthly  invoicing from
Landlord to Tenant to reflect  Tenant's  pro-rata share of the percentage of the
work completed.  For example, if the Cost of the Work is $568,746.00 then Tenant
would pay 50% of each monthly invoice.  If Landlord completes  $20,000.00 of the
work in the first  month then  Tenant  would pay  $10,000.00  to Landlord as its
pro-rata  share of the Cost of the Work  completed  to that  date..  If Landlord
wishes to utilize certain  subcontractors but Tenant requests certain major work
to be performed by other subcontractors of their naming,  Landlord shall utilize
such   subcontractors  but  Landlord  shall  have  no  responsibility  for  such
designated  subcontractors's work nor for the timeliness with which such work is
performed.  Additionally,  any delays caused by such designated  subcontractors,
Tenant,  or Tenant's  architect  shall result in Landlord's Work being deemed to
have been  completed  and a  certificate  issued  when such  events  would  have
occurred  but for such  delays.  Once Tenant has accepted the price of the work,
Landlord shall commence  having the work  performed.  Any changes to the Cost of
the Work At Tenant's  Expense caused by delays,  errors,  omissions or additions
from Tenant or Tenant's  architect,  consultants  or agents shall be paid for by
Tenant plus a 7% Construction Manager fee and any applicable general conditions.
Once the Landlord's Work At Tenant's Expense is completed (subject to adjustment
for any changes  ordered or  consented to by Tenant) if the  Landlord's  Work At
Tenant's  Expense  is  less  than  $270,000.00  and  Tenant  is not  in  default
hereunder,  Landlord shall pay to Tenant the  difference  between such costs and
$270,000.00

     The term "Substantially  Completed" shall mean the completion of Landlord's
Work in  accordance  with the  approved  plans,  except  for  minor  details  of
construction,  mechanical  adjustments  or decorations or other punch list items
which do not materially  adversely affect Tenant's use of the Premises for their
intended  purpose;  provided  that,  for  purposes of relevant  portions of this
Lease, the Premises shall be deemed to have been Substantially Completed one day
earlier for each day of Tenant  Delay.  (A Tenant Delay shall mean delays in the
completion of construction  of Landlord's  Work which are caused by Tenant,  its
architects,  engineers  or  consultants  and (ii)  delays in the  completion  of
construction  of any Tenant  extra work  (which  shall  mean any  additional  or
changes to the work  specified in approved  plans) beyond the date the remainder
of the Landlord's  Work could have been completed  absent such Tenant extra work
due to limited  supplies or suppliers,  delays in  fabrication,  installation or
delivery,  labor  problems  or other  presently  unforseeable  circumstances  ).
Landlord  agrees to  complete  such punch list items  within  sixty (60) days of
Landlord's  receipt of notice of such punch list items from  Tenant  unless such
work requires  materials or work not  reasonably  capable of being  installed or
completed within such period in which event Landlord shall commence such work or
order the necessary materials within such time period and thereafter  diligently
prosecute the same until completion..

ARTICLE 4 - Tax Payments

     4.01.  For the  purposes  of this  Article 4 and other  provisions  of this
Lease:

     (a) The term "Taxes" shall mean (i) the real estate taxes,  assessments and
special assessments imposed upon the Project by any federal, state, municipal or
other governments or governmental  bodies or authorities  (including any payment
in lieu of taxes  pursuant to any  Payment-In-Lieu-Of-Tax  Agreement  or similar
agreement  ("PILOT")  but,  (A) any  expenses  incurred by Landlord or any other
tenant in contesting such taxes or assessments  and/or the assessed value of the
Improvements  and/or the Land, which expenses shall be allocated to the Tax Year
to which such  expenses  relate.  If at any time  during the Term the methods of
taxation  prevailing  on the date hereof shall be altered so that in lieu of, or
as an addition  to or as a  substitute  for,  the whole or any part of such real
estate taxes,  assessments  and special  assessments  now imposed on real estate
there  shall  be  levied,  assessed  or  imposed  (x) a tax,  assessment,  levy,
imposition,  license  fee or charge  wholly or  partially  as a capital  levy or
otherwise on the rents received  therefrom,  or (y) any other such additional or
substitute tax,  assessment,  levy,  imposition or charge,  then all such taxes,
assessments,  levies,  impositions,  fees or  charges  or the  part  thereof  so
measured or based shall be deemed to be included within the term "Taxes" for the
purposes hereof.

     (b) The term  "Tax  Year"  shall  mean the  period  of 12  calendar  months
beginning  on  January  1 of the year in  which  the  Term  commences,  and each
succeeding 12 month period thereafter.

     The term "Base Tax Year" shall mean the First Tax Year.

     (c) The term  "Tenant's  Proportionate  Share"  shall mean 50%,  subject to
change as  provided in Section  4.06 and subject to change as provided  below in
this  subdivision  (c).  If  any  building  or  buildings  is or  are  enlarged,
demolished  or removed  from the Land or any new building or buildings is or are
erected on the Land,  the term  "Tenant's  Proportionate  Share"  shall mean the
percentage  that  represents a fraction the  numerator of which is the number of
square feet of gross rentable area in the Premises and the  denominator of which
is the  aggregate  number  of  square  feet of  gross  rentable  area of all the
buildings on the Land,  subject to change as provided in Section 4.06,  prorated
proportionately for any Tax Year in which the change may occur.

     4.02.  Any  Taxes for a real  estate  fiscal  tax year,  a part of which is
included  within a  particular  Tax Year and a part of which is not so included,
shall be  apportioned  on the  basis of the  number  of days in the real  estate
fiscal tax year  included in the  particular  Tax Year for the purpose of making
the computations under Section 4.03.

     4.03.  For each Tax Year,  any part of which shall  occur  during the Term,
Tenant  shall pay to  Landlord  an amount  (prorated  to the extent  provided in
Section 4.05, if applicable) (herein called the "Tax Payment") equal to Tenant's
Proportionate  Share of (a) the  Taxes for such Tax Year . The Tax  Payment  for
each Tax Year  shall be due and  payable in  monthly  installments  in an amount
estimated by Landlord and payable  together with each installment of Fixed Rent.
Landlord shall bill Tenant for any Tax Payment  installment(s) payable by Tenant
pursuant  to this  Article,  such bill to set  forth in  reasonable  detail  the
computation  of the  estimated  Tax  Payment,  which  amounts  shall be  payable
thereafter by Tenant unless and until Landlord issues a future bill changing the
estimated payments.  In the event of any increase in the Taxes for any Tax Year,
whether  during or after such Tax Year, or any decrease in the Taxes during such
Tax Year, the Tax Payment for such Tax Year shall be appropriately  adjusted and
paid or refunded, as the case may be, in accordance  therewith.  Within 120 days
after the end of each Tax Year Landlord  shall furnish to Tenant a statement for
such Tax Year including a copy of the tax bill for the Project. If the statement
shows that the sums paid by Tenant  under this  Section  4.03  exceeded  the Tax
Payment to be paid by Tenant for such Tax Year,  Landlord shall promptly  refund
to Tenant  the amount of such  excess;  and if the  statement  for such Tax Year
shows that the sums so paid by Tenant  were less than the Tax Payment to be paid
by Tenant for such Tax Year,  Tenant  shall pay to  Landlord  the amount of such
deficiency within 10 days after demand therefor

     4.04.  If Landlord  shall  receive a refund of the Taxes for any Tax Year ,
Landlord  shall pay to Tenant,  Tenant's  Proportionate  Share of the net refund
(after deducting from such total refund the costs and expenses,  including,  but
not limited to,  appraisal,  accounting and legal fees of obtaining the same, to
the extent that such costs and expenses  were not included in the Taxes for such
Tax Year);  provided,  however, (a) such payment or credit to Tenant shall in no
event exceed Tenant's Tax Payment paid for such Tax Year.

     4.05. If a Tax Year ends after the  expiration or  termination of the Term,
the Tax Payment therefor shall be prorated to correspond to that portion of such
Tax Year occurring within the Term.


The provisions of this Article 4 shall survive termination of this Lease.

ARTICLE 5 - Operating Expense Payments

     5.01.  For the  purposes  of this  Article 5 and other  provisions  of this
Lease:

     (a) The term "Operating  Expenses" shall mean all expenses paid or incurred
by Landlord or on Landlord's  behalf in respect of the repair,  maintenance  and
operation of the Project,  including,  without limitation,  all expenses paid or
incurred as a result of Landlord complying with its obligations under this Lease
(except for  Landlord's  Work in connection  with getting the Premises ready for
Tenant `s initial  occupancy).  .  Operating  Expenses  shall  include,  without
limitation,  (i) salaries,  wages, medical,  surgical, union and general welfare
benefits  (including,  without limitation,  group life insurance and pension and
welfare payments and contributions and all other fringe benefits paid to, for or
with  respect to all persons  (whether  employees  of  Landlord or its  managing
agent) engaged in the repair,  operation and  maintenance  of the Project;  (ii)
payroll  taxes,  workers'  compensation,  uniforms,  dry  cleaning,  and related
expenses  for such  persons;  (iii)  the  cost of all  charges  for gas,  steam,
electricity,  heat,  ventilation,  air-conditioning,  water and other  utilities
furnished to the buildings within the Project  (including,  without  limitation,
the common areas thereof)  together with any taxes on such utilities  (excluding
however,  the  cost  of  electricity,  heat,  ventilating  and  air-conditioning
described in clause (9) of this definition);  (iv) the cost of painting; (v) the
cost of replacements for tools and equipment used in the operation, maintenance,
and repair of the Property and charges for  telephone  service for the Property;
(vi)  financial  expenses  incurred  in  connection  with the  operation  of the
Project,  such as insurance premiums (including,  without limitation,  liability
insurance, fire and casualty insurance, rent insurance and any other insurance),
attorneys' fees and disbursements  (exclusive of any such fees and disbursements
incurred  in  applying  for any  reduction  of Taxes or in  connection  with the
leasing  of  space in the  Project  or the  enforcement  of  leases),  auditing,
accounting and other  professional  fees and expenses,  association dues and any
other ordinary and customary  financial expenses incurred in connection with the
operation  of the  Project;  (vii)  the  cost or  rentals  of all  supplies  and
equipment  (including,  without  limitation,  building and  cleaning  supplies),
tools, materials and equipment,  and sales and other taxes thereon;  (viii) cost
of hand tools and other movable  equipment  used in the repair,  maintenance  or
operation  of the  Project;  (ix) the cost of all  charges  for window and other
cleaning  and  janitorial  and  security  services;  (x) charges of  independent
contractors;  (xi) the cost of repairs and replacements made by Landlord;  (xii)
the cost of alterations and  improvements to the Project made by reason of Legal
Requirements or Insurance Requirements; (xiii) payments under service contracts;
(xiv) management fees or, if no managing agent is employed by Landlord, a sum in
lieu thereof which is not in excess of the then prevailing  rates for management
fees of similar  properties in Suffolk County (but not less than 4% of the rents
and additional charges of the Project); (xv) the reasonable costs of opening and
operating  an  on-site  management  office in the  Project,  including,  without
limitation,  the fair  market  rental  value  thereof;  (xvi) all other  charges
properly  allocable to the repair,  operation and  maintenance of the Project in
accordance with generally accepted accounting principles;  and (xvii) 15% of all
of the  foregoing  expenses  to  cover  Landlord's  administrative  supervision,
overhead and general  conditions;  excluding,  however,  (1)  depreciation,  (2)
interest  on  and   amortization  of  debts,  (3)  ground  rent,  (4)  leasehold
improvements  made for existing or future tenants of the Project,  (5) brokerage
commissions,  (6) refinancing  costs,  (7) costs and expenses in connection with
the  construction  of new  buildings,  (8) Taxes and (9) the cost of electricity
furnished  to the Premises or to other  tenants of the Project.  The cost of any
capital  improvement  (excluding  any new  buildings)  or machinery or equipment
shall be included in  Operating  Expenses for the  Operating  Year in which such
improvement  was made or machinery or equipment was purchased,  provided that to
the extent the cost of such  capital  improvement  or  machinery or equipment is
required to be capitalized  for federal income tax purposes,  such cost shall be
amortized on a  straight-line  basis over the useful life  thereof  utilized for
federal  income  tax  purposes,  and the  annual  amortization  of such  capital
improvement or machinery or equipment, together with interest on the unamortized
balance of such cost at the Lease Interest Rate,  shall be included in Operating
Expenses.  Any cost or expense  shall be included in Operating  Expenses for any
Operating Year no more than once,  notwithstanding that such cost or expense may
fall  under  more than one of the  categories  listed  above.  Landlord  may use
related or affiliated  entities to provide services or furnish materials for the
Project provided that the rates or fees charged by such entities are competitive
with those charged by unrelated or  unaffiliated  entities for the same services
or materials.  If during any Operating  Year the tenant or occupant of any space
in the Project  undertook to perform work or services  therein in lieu of having
Landlord  perform  the same and the cost  thereof  would have been  included  in
Operating  Expenses if done by Landlord,  then, in any such  event(s),  provided
Landlord  has given  consideration  for such tenant or occupant to perform  such
work or services,  the Operating  Expenses for such Operating Year shall include
the amount that would have been incurred if Landlord had performed  such work or
services,  as the case may be.  Operating  Expenses  shall be  calculated on the
accrual basis of accounting.

     (b) The term  "Operating  Year" shall mean the calendar  year  beginning on
January 1 of the year in which the Term commences,  and each succeeding calendar
year thereafter.

     (c) The term "Operating  Statement" shall mean a written statement prepared
by  Landlord  or its agent,  setting  forth  Landlord's  computation  of the sum
payable by Tenant under this Article for a specified Operating Year.

     5.02. For each Operating Years (for which Commencement Date Operating Year
Operating  Expenses  shall be  annualized by Landlord [if it is not a full year]
for a full year), any part of which occurs during the Term,  Tenant shall pay to
Landlord  an amount  (prorated  to the  extent  provided  in  Section  5.06,  if
applicable) (herein called the "Operating  Payment") equal to the greater of (a)
Tenant's  Proportionate Share of the Operating Expenses for such Operating Year,
or (b) the Operating  Payment for the prior  Operating Year. Said payments shall
be made as provided in Section 5.03.

     5.03.  Landlord shall furnish to Tenant,  prior to the commencement of each
Operating Year, a written  statement  setting forth  Landlord's  estimate of the
Operating  Payment for such Operating Year.  Tenant shall pay to Landlord on the
first  day of  each  month  during  such  Operating  Year  an  amount  equal  to
one-twelfth of Landlord's  estimate of the Operating  Payment for such Operating
Year.  If,  however,  Landlord  shall furnish any such estimate for an Operating
Year subsequent to the commencement thereof, then (a) until the first day of the
month following the month in which such estimate is furnished to Tenant,  Tenant
shall pay to  Landlord  on the first  day of each  month an amount  equal to the
monthly sum payable by Tenant to Landlord  under this  Section in respect of the
last month of the preceding Operating Year; (b) after such estimate is furnished
to Tenant or included in or together  with such  estimate,  Landlord  shall give
notice to Tenant  stating  whether the  installments  of the  Operating  Payment
previously  made  for  such  Operating  Year  were  greater  or  less  than  the
installments  of the  Operating  Payment to be made for such  Operating  Year in
accordance  with such estimate,  and (i) if there shall be a deficiency,  Tenant
shall pay to Landlord the amount thereof  within 10 days after demand  therefor,
or (ii) if there shall have been an overpayment,  Landlord shall promptly either
refund  to  Tenant  the  amount  thereof;  and (c) on the first day of the month
following the month in which such  estimate is furnished to Tenant,  and monthly
thereafter  throughout the remainder of such Operating Year, Tenant shall pay to
Landlord an amount equal to one-twelfth  of the Operating  Payment shown on such
estimate.  Landlord  may,  at any time during each  Operating  Year,  furnish to
Tenant a revised  statement of Landlord's  estimate of the Operating Payment for
such Operating Year; and in such case, the Operating  Payment for such Operating
Year shall be adjusted and paid or refunded,  as the case may be,  substantially
in the same manner as provided in the preceding sentence.

     5.04.  Within  120 days  after  the end of each  Operating  Year  after the
Operating Year in which the Commencement Date occurs,  Landlord shall furnish to
Tenant  an  Operating  Statement  for  such  Operating  Year.  If the  Operating
Statement  shows that the sums paid by Tenant under  Section  5.03  exceeded the
Operating  Payment to be paid by Tenant for such Operating Year,  Landlord shall
promptly  refund  to Tenant  the  amount of such  excess;  and if the  Operating
Statement  for such  Operating  Year shows that the sums so paid by Tenant  were
less than the Operating  Payment to be paid by Tenant for such  Operating  Year,
Tenant shall pay to Landlord the amount of such deficiency  within 10 days after
demand therefor.

     5.05.  Tenant,  upon  notice  given  within 60 days of the  receipt of such
Operating  Statement,  may elect to have  Tenant's  designated  (in such notice)
certified  public  accountant (who may be an employee of Tenant) examine such of
Landlord's books and records as are directly relevant to the Operating Statement
in  question.  If Tenant shall not give such notice  within such 60-day  period,
then the Operating  Statement as furnished by Landlord  shall be conclusive  and
binding  upon  Tenant.  Pending the  resolution  of any  contest,  Tenant  shall
continue  to pay all  sums as  determined  to be due in the  first  instance  by
Landlord's  Operating  Statement;  and,  upon the  resolution  of such  contest,
suitable  adjustment  shall be made in  accordance  therewith  with  appropriate
refund to be made by Landlord to Tenant (or credit  allowed  Tenant  against the
Fixed Rent and Additional  Charges becoming due). The provisions of this Section
5.05 shall survive the expiration or termination of this Lease.

     5.06. If the  Commencement  Date shall occur other than on the first day of
an Operating  Year or an Operating Year ends after the expiration or termination
of this Lease,  any  Additional  Charges in respect  thereof  payable under this
Article  shall be  equitably  prorated  to  correspond  to that  portion  of the
Operating Year occurring within the Term.

ARTICLE 6 - Subordination, Notice to Superior
Lessors and Superior Mortgagees

     6.01. The holder of any mortgage which may now or hereafter affect the Land
and/or the Building and/or any Superior Lease (as hereinafter defined) may elect
that this Lease and all rights of Tenant hereunder shall have priority over such
mortgage and, upon  notification  by such holder to Tenant,  this Lease shall be
deemed to have priority over such mortgage, whether this Lease is dated prior to
or subsequent to the date of such  mortgage.  Except for any mortgage  where the
holder gave the aforesaid  notification that this Lease shall have priority over
such mortgage, this Lease, and all rights of Tenant hereunder,  are and shall be
subject and subordinate to all ground leases,  overriding  leases and underlying
leases of the Land and/or the Improvements now or hereafter  existing and to all
mortgages  which may now or  hereafter  affect the Land and/or the  Improvements
and/or any of such leases, including,  without limitation, that certain Mortgage
dated May 21, 2004, between Landlord,  as Mortgagor,  and Wells Fargo Bank, N.A.
(herein called "Mortgagee"),  as Mortgagee,  whether or not such mortgages shall
also cover other lands and/or buildings and/or leases, to each and every advance
made  or  hereafter  to be  made  under  such  mortgages,  and to all  renewals,
modifications, replacements and extensions of such leases and such mortgages and
spreaders  and   consolidations  of  such  mortgages.   This  Section  shall  be
self-operative  and no further  instrument  of  subordination  or  priority  (as
described  in the  first  sentence  of  this  Section)  shall  be  required.  In
confirmation  of such  subordination  or  priority  (as  described  in the first
sentence of this  Section),  Tenant  shall  promptly  execute,  acknowledge  and
deliver any  instrument  that  Landlord,  the lessor under any such lease or the
holder of any such  mortgage or any of their  respective  successors in interest
may reasonably request to evidence such subordination or priority; and if Tenant
fails to execute,  acknowledge  or deliver any such  instruments  within 10 days
after request  therefor,  Tenant  hereby  irrevocably  constitutes  and appoints
Landlord as Tenant's attorney-in-fact,  coupled with an interest, to execute and
deliver  any such  instruments  for and on behalf of Tenant.  Any lease to which
this Lease is, at the time referred to, subject and subordinate is herein called
a  "Superior  Lease,"  and the lessor of a Superior  Lease or its  successor  in
interest,  at the time  referred to, is herein called a "Superior  Lessor".  Any
mortgage  (a) to which  this  Lease is, at the time  referred  to,  subject  and
subordinate  or (b) to which this Lease shall have priority due to the effect of
the first  sentence of this Section is herein  called a "Superior  Mortgage" and
the holder of a Superior Mortgage is herein called a "Superior Mortgagee."

     Notwithstanding  the  foregoing,  the  subordination  of this  Lease to the
present Superior Mortgage is subject to the condition that Landlord shall obtain
from the present  mortgagee  on the  Project.  (herein  called  "Mortgagee"),  a
written agreement from the Mortgagee,  that, so long as Tenant is not in default
under this Lease  beyond all  applicable  grace,  notice and cure  periods,  the
Mortgagee will not disturb Tenant's occupancy, including, but not limited to, in
the  event  of any  foreclosure  of  such  mortgage.  A  copy  of  the  form  of
subordination agreement for the current Superior Mortgagee is attached hereto as
Exhibit "__".  Additionally,  Landlord  shall  acquire from any future  Superior
Mortgagee or Superior  Lessor a written  agreement  to the same effect.  However
failure to obtain such "Subordination,  Attornment and Non Disturbance Agreement
will not affect the subordination of this Lease to any future Superior Mortgages
or Superior  Leases,  nor entitle  Tenant to any  reduction  or abatement of any
payments hereunder.  Landlord's obligation to procure a subordination  agreement
from a future Superior Mortgagee or Superior Lessor shall only be enforced in an
action  for   specific   performance   or  damages  as  allowed   herein.   Such
"Subordination,  Attornment  and  Non  Disturbance  Agreement"  will  be on  the
Mortgagee's,  Superior  Mortgagee's or Superior  Lessor's  standard form and may
contain  provisions not provided for hereunder (which provisions shall not cause
Tenant to incur any  material,  additional  cost or  obligations  or reduce  any
rights provided Tenant by this Lease, but which will include the non-disturbance
provision provided for in the preceding  sentence) and which shall be reasonably
agreed to between Tenant, Superior Mortgagee, Superior Lessor and Landlord..

     6.02.  If any act or  omission  of  Landlord  would give  Tenant the right,
immediately  or after  lapse of a period of time,  to cancel or  terminate  this
Lease, or to claim a partial or total  eviction,  Tenant shall not exercise such
right (a) until it has given written  notice of such act or omission to Landlord
and each  Superior  Mortgagee  and each  Superior  Lessor whose name and address
shall  previously  have been  furnished  to Tenant,  and (b) until a  reasonable
period for  remedying  such act or omission  shall have  elapsed  following  the
giving of such notice and  following  the time when such  Superior  Mortgagee or
Superior  Lessor  shall have become  entitled  under such  Superior  Mortgage or
Superior Lease, as the case may be, to remedy the same (which  reasonable period
shall in no event be less than r the period to which  Landlord would be entitled
under this Lease or  otherwise,  after similar  notice,  to effect such remedy),
provided  such  Superior  Mortgagee or Superior  Lessor shall with due diligence
give Tenant  notice of intention  to, and commence and continue to,  remedy such
act or omission.  The current address of Mortgagee,  a Superior  Mortgagee,  is:
Wells Fargo Bank, N.A., New York, New York                    .

     6.03.  If any Superior  Mortgagee or Superior  Lessor shall  succeed to the
rights of Landlord under this Lease,  whether through  possession or foreclosure
action or delivery of a new lease or deed,  then at the request of such party so
succeeding to Landlord's rights (herein called a "Successor  Landlord") and upon
such  Successor  Landlord's  written  agreement to accept  Tenant's  attornment,
Tenant  shall  attorn to and  recognize  such  Successor  Landlord  as  Tenant's
landlord under this Lease and shall promptly  execute and deliver any instrument
that such Successor  Landlord may reasonably request to evidence such adornment.
Upon such  adornment  this Lease  shall  continue  in full force and effect as a
direct lease  between the  Successor  Landlord and Tenant upon all of the terms,
conditions  and  covenants  as are set  forth  in this  Lease  except  that  the
Successor  Landlord  shall not (a) be liable for any previous act or omission of
Landlord under this Lease; (b) be subject to any offset,  not expressly provided
for in this  Lease,  which  theretofore  shall have  accrued  to Tenant  against
Landlord;  (c) be  obligated  to complete  any work to prepare the  Premises for
Tenant's  occupancy;  (d) be  obligated  to make any  payment to or on behalf of
Tenant;  (e) be  required  to account for any  security  deposit  other than any
actually  delivered to the Successor  Landlord;  or (f) be bound by any previous
modification  of this  Lease  or by any  previous  prepayment  of more  than one
month's  Fixed Rent,  unless such  modification  or  prepayment  shall have been
expressly  approved in writing by the lessor of the Superior Lease or the holder
of the Superior  Mortgage  through or by reason of which the Successor  Landlord
shall have succeeded to the rights of Landlord under this Lease.

     6.04. If any  prospective or actual  Superior  Mortgagee or Superior Lessor
requires any modification of this Lease,  Tenant shall, upon notice thereof from
Landlord,  promptly  execute and deliver to  Landlord an  instrument  reasonably
acceptable  to Tenant  accompanying  said  notice  from  Landlord to effect such
modification  if such  modification  does not  adversely  affect in any material
respect any of  Tenant's  rights  under this Lease and does not  increase in any
material respect any of Tenant's obligations under this Lease.

ARTICLE 7 - Quiet Enjoyment

     7.01. So long as Tenant pays all of the Fixed Rent and  Additional  Charges
and performs all of Tenant's other obligations hereunder, Tenant shall peaceably
and quietly have,  hold and enjoy the Premises  without  hindrance,  ejection or
molestation  by  Landlord  or any  person  lawfully  claiming  through  or under
Landlord,  subject,  nevertheless,  to the  provisions  of this Lease and to any
Superior  Leases and Superior  Mortgages.  This covenant shall be construed as a
covenant  running with the Land,  and is not,  nor shall it be  construed  as, a
personal  covenant of Landlord,  except to the extent of Landlord's  interest in
this Lease and only so long as such interest shall continue, and thereafter this
covenant  shall be  binding  only upon  subsequent  successors  in  interest  of
Landlord's interest in this Lease, to the extent of their respective  interests,
as and when they shall  acquire the same,  and so long as they shall retain such
interest.

ARTICLE 8 - Assignment, Subletting and Mortgaging

     8.01. Tenant shall not, whether voluntarily, involuntarily, or by operation
of law or otherwise  (a) assign or otherwise  transfer  this Lease,  or offer or
advertise  to do so, (b) sublet the  Premises or any part  thereof,  or offer or
advertise to do so, or allow the same to be used, occupied or utilized by anyone
other than Tenant, or (c) mortgage,  pledge,  encumber or otherwise  hypothecate
this Lease or the Premises or any part thereof in any manner whatsoever, without
in each instance  obtaining the prior consent of Landlord  (which  consent shall
not  be  unreasonably  withheld,   conditioned  or  delayed)  and  all  Superior
Mortgagees,  if  required.  No consent of  Landlord  shall be  required  for any
assignment  or  subletting to any  subsidiary,  affiliate or related  company of
Tenant with a similar  net worth to Tenant and for the same use as provided  for
herein. In the event at any time Landlord's consent is required hereunder and it
is determined that such consent was unreasonably withheld, Landlord shall not be
liable for  consequential  or punitive  damages,  Tenant's  sole remedy to be to
obtain an order requiring Landlord's consent to such assignment or subletting.

     8.02.  If and so long as  Tenant  is a  corporation,  a  limited  liability
company, or a partnership,  the following shall be deemed to be an assignment of
this Lease under Section 8.01  prohibited by said Section  unless Tenant obtains
the prior consent of Landlord and all Superior Mortgagees:  one or more sales or
transfers  of  stock,  limited  liability  company  interests,   or  partnership
interests, voluntarily,  involuntarily, by operation of law or otherwise, or the
issuance  of new stock,  limited  liability  company  interests  or  partnership
interests,  by which an aggregate of more than 50% of Tenant's  stock or limited
liability company interests or partnership  interests shall be vested in a party
or parties who are not stockholders,  members or partners as of the date hereof.
This  Section  shall  not  apply to  transactions  with a  corporation,  limited
liability  company  or  partnership  into or with  which  Tenant  is  merged  or
consolidated or to which substantially all of Tenant's assets are transferred or
to any corporation,  limited  liability company or partnership which controls or
is  controlled  by  Tenant or is under  common  control  with  Tenant if (a) the
successor  to Tenant  has a  tangible  net worth  computed  in  accordance  with
generally  accepted  accounting  principles at least equal to the greater of (i)
the tangible net worth of Tenant immediately prior to such merger, consolidation
or  transfer,  or (ii) the  tangible  net worth on the date of this Lease of the
original  Tenant herein named,  and (b) proof  satisfactory  to Landlord of such
tangible  net  worth is  delivered  to  Landlord  at least 10 days  prior to the
effective date of any such transaction. The provisions of this Section shall not
apply to any corporation all the outstanding  voting stock of which is listed on
a national  securities  exchange (as defined in the  Securities  Exchange Act of
1934, as amended) or is traded in the  over-the-counter  market with  quotations
reported by the National Association of Securities Dealers through its automated
system for reporting quotations.

     8.03.  If this  Lease  is  assigned,  whether  or not in  violation  of the
provisions of this Lease,  Landlord may collect rent from the  assignee.  If the
Premises or any part  thereof  are sublet or used or  occupied by anybody  other
than  Tenant,  whether or not in violation of this Lease,  Landlord  may,  after
default by Tenant, and expiration of Tenant's time to cure such default, collect
rent from the subtenant or occupant. In either event, Landlord may apply the net
amount collected to the Fixed Rent and Additional  Charges herein reserved,  but
no such assignment, subletting, occupancy or collection shall be deemed a waiver
of any of the  provisions of Section  8.01,  or the  acceptance of the assignee,
subtenant or occupant as tenant,  or a release of Tenant from the performance by
Tenant of Tenant's obligations under this Lease. The consent by Landlord and any
Superior Mortgagee to assignment,  mortgaging, subletting or use or occupancy by
others shall not in any way be considered to relieve  Tenant from  obtaining the
consent  of  Landlord  and all  Superior  Mortgagees  to any  other  or  further
assignment,  mortgaging,  subletting or use or occupancy by others not expressly
permitted  by this  Article.  References  in this Lease to use or  occupancy  by
others (that is,  anyone other than Tenant) shall not be construed as limited to
subtenants and those claiming under or through  subtenants but as including also
licensees and others claiming under or through Tenant, immediately or remotely.

     8.04.  Any  assignment or transfer,  whether made with  Landlord's  and all
Superior Mortgagees' consent pursuant to Section 8.01 or without the requirement
of Landlord's  and all Superior  Mortgagees'  consent  pursuant to Section 8.02,
shall be made only if, and shall not be  effective  until,  the  assignee  shall
execute,  acknowledge and deliver to Landlord an agreement in form and substance
reasonably  satisfactory  to Landlord  and all Superior  Mortgagees  whereby the
assignee shall assume the  obligations of this Lease on the part of Tenant to be
performed or observed and whereby the assignee  shall agree that the  provisions
in Section 8.01 shall,  notwithstanding such assignment or transfer, continue to
be  binding  upon  it in  respect  of  all  future  assignments  and  transfers.
Notwithstanding  any assignment or transfer,  whether or not in violation of the
provisions of this Lease, and  notwithstanding  the acceptance of the Fixed Rent
or  Additional  Charges by Landlord from an assignee,  transferee,  or any other
party,  the  original  named Tenant shall remain fully liable for the payment of
the Fixed Rent and  Additional  Charges  and for the other  obligations  of this
Lease on the part of Tenant to be performed or observed.

     8.05.  The  liability of Tenant and any  immediate  or remote  successor in
interest of Tenant and the due  performance of the  obligations of this Lease on
Tenant's part to be performed or observed shall not be  discharged,  released or
impaired in any respect by any  agreement or  stipulation  made by Landlord with
the then Tenant  extending the time of, or modifying any of the  obligations of,
this  Lease,  or by any  waiver or  failure of  Landlord  to enforce  any of the
obligations of this Lease.

     8.06. Neither the listing of any name other than that of Tenant, whether on
the door of the Premises or on any directory,  or otherwise,  nor the acceptance
by  Landlord  of any  check not drawn by  Tenant  in  payment  of Fixed  Rent or
Additional Charges, shall operate to vest any right or interest in this Lease or
in the  Premises,  nor shall it be deemed to be the  consent of  Landlord to any
assignment  or transfer of this Lease or to any  sublease of the  Premises or to
the use or occupancy thereof by others.

     8.07. Except as specifically provided to the contrary in this Article 8, if
Tenant shall at any time or times during the Term desire to assign this Lease or
sublet all or any part of the  Premises,  and the Tenant is  required  to obtain
Landlord's consent to same, Tenant shall give notice thereof to Landlord and all
Superior  Mortgagees,  which  notice shall be  accompanied  by (a) a copy of the
proposed  assignment or sublease,  the effective or  commencement  date of which
shall be at least 60 days  after the  giving  of such  notice,  (b) a  statement
setting  forth in  reasonable  detail the identity of the  proposed  assignee or
subtenant,  the nature of its business and its proposed use of the Premises, and
(c) current  financial  information  with  respect to the  proposed  assignee or
subtenant, including, without limitation, its most recent financial report. Such
notice  shall be deemed an offer from Tenant to Landlord  whereby  Landlord  (or
Landlord's  designee)  may, at its option,  (i) sublease  such space from Tenant
upon the terms and conditions hereinafter set forth or (ii) terminate this Lease
(if  the  proposed  transaction  is  an  assignment  or a  sublease  of  all  or
substantially all of the Premises). Said options may be exercised by Landlord by
notice to Tenant at any time  within 60 days after such notice has been given by
Tenant to Landlord;  and during such 60-day  period Tenant shall not assign this
Lease or sublet such space to any person.

     8.08. If Landlord  exercises its option to terminate this Lease in the case
where Tenant desires either to assign this Lease or sublet all or  substantially
all of the Premises,  and the Tenant is required to obtain Landlord's consent to
same,  then this Lease shall end and expire on the date that such  assignment or
sublet was to be  effective or commence as if such date was the date set for the
termination  of this Lease by its terms,  as the case may be, and the Fixed Rent
and  Additional  Charges shall be paid and  apportioned  to such date and Tenant
shall have no further  liability or obligations  under this Lease accruing after
such date.

     8.09. If Landlord  exercises its option to sublet the Premises which Tenant
desires to sublet,  such  sublease to Landlord or its  designee  (as  subtenant)
shall be at the rentals set forth in the proposed sublease, and shall be for the
same term as that of the proposed subletting, and:

     (a) the  sublease  shall  be  expressly  subject  to all of the  covenants,
agreements,  terms,  provisions  and conditions of this Lease except such as are
irrelevant or inapplicable,  and except as otherwise  expressly set forth to the
contrary in this Section;

     (b) such  sublease  shall be upon the same  terms and  conditions  as those
contained  in  the  proposed   sublease,   except  such  as  are  irrelevant  or
inapplicable and except as otherwise expressly set forth to the contrary in this
Section;

     (c) such sublease shall give the sublessee the unqualified and unrestricted
right,  without  Tenant's  permission,  to assign such  sublease or any interest
therein  and/or to further  sublet the Premises or any part or parts thereof and
to make any and all changes, alterations, and improvements in the Premises;

     (d) such sublease  shall provide that any assignee or further  subtenant of
its designee may, at the election of Landlord, be permitted to make alterations,
decorations and  installations  in such space or any part thereof and shall also
provide in substance that any such alterations, decorations and installations in
such space therein made by any assignee or subtenant of Landlord or its designee
may be  removed,  in whole or in part,  by such  assignee or  subtenant,  at its
option,  prior to or upon the  expiration or other  termination of such sublease
provided  that such  assignee or  subtenant,  at its  expense,  shall repair any
damage and injury to such space so sublet caused by such removal; and

     (e) such  sublease  shall  provide  that (i) the  parties to such  sublease
expressly  negate any intention  that any estate  created under such sublease be
merged with any other estate held by either of said parties, (ii) any assignment
or further  subletting by Landlord or its designee (as the sublessor) may be for
any purpose or purposes that Landlord,  in Landlord's  uncontrolled  discretion,
shall deem suitable or  appropriate,  and (iii) at the expiration of the term of
such sublease, Tenant will accept the space covered by such sublease in its then
existing  condition,  subject to the  obligations  of the subtenant to make such
repairs  thereto as may be necessary  to preserve  the premises  demised by such
sublease in good order and condition,  ordinary wear and tear and damage by fire
or other casualty excepted.

     8.10. If Landlord does not exercise its options pursuant to Section 8.07 to
so sublet the Premises or terminate  this Lease and providing that Tenant is not
in default of any of Tenant's  obligations under this Lease,  Landlord's consent
(which  shall be in form  reasonably  satisfactory  to Landlord) to the proposed
assignment  or  sublease  shall  not  be  unreasonably   withheld,   delayed  or
conditioned, provided and upon condition that:

     (a) Tenant  shall have  complied  with the  provisions  of Section 8.07 and
Landlord  shall not have  exercised  any of its options  under said Section 8.07
within the time permitted therefor;

     (b) in Landlord's judgment the proposed assignee or subtenant is engaged in
a business  and the  Premises  will be used in a manner  which (i) is in keeping
with the then  standards of the  Building,  (ii) is limited to the use expressly
permitted  under Section 2.01, and (iii) will not violate any negative  covenant
as to use contained in any other lease of space in the Project;

     (c) the  proposed  assignee  or  subtenant  is a  reputable  person of good
character and with  sufficient  financial worth  considering the  responsibility
involved, and Landlord has been furnished with reasonable proof thereof;

     (d) neither (i) the  proposed  assignee  or  sublessee  nor (ii) any person
which,  directly or indirectly,  controls,  is controlled by, or is under common
control with, the proposed  assignee or sublessee or any person who controls the
proposed  assignee or sublessee,  is then an occupant of any part of the Project
or any other  building in the County of Suffolk owned or operated under a ground
or  underlying  lease by Landlord or any person which,  directly or  indirectly,
controls,  is  controlled  by, or is under common  control with  Landlord or any
person who controls Landlord;

     (e) the proposed  assignee or sublessee is not a person with whom  Landlord
is then  negotiating or in the prior  six-month  period was negotiating to lease
space in the Project;

     (f) the form of the proposed  sublease (if Tenant  proposes to sublease all
of the Premises) shall be in form reasonably  satisfactory to Landlord and shall
comply with the applicable provisions of this Article; and

     (g) the consent of any Superior  Mortgagee whose Superior Mortgage requires
the consent of the Superior Mortgagee shall have been obtained.

     8.11.  Tenant shall reimburse  Landlord on demand for any costs that may be
incurred by Landlord in  connection  with any  proposed  assignment  or sublease
whether  consented to by Landlord or not,  including,  without  limitation,  the
costs of making  investigations as to the acceptability of the proposed assignee
or  subtenant,  and  legal  costs up to a  maximum  of  $2,000.00,  incurred  in
connection with the granting of any requested consent.

     8.12. The amount of the aggregate rent per rentable  square foot to be paid
by a proposed  subtenant  under a proposed  sublease  shall not be less than the
then current market rent per rentable square foot for the Premises as though the
Premises  were vacant.  The rental and other terms and  conditions of any actual
sublease shall be the same as those contained in the proposed sublease furnished
to  Landlord  pursuant  to  Section  8.07.  Tenant  shall not (a)  advertise  or
publicize in any way the  availability  of the Premises  without prior notice to
and approval by  Landlord,  or (b) list the  Premises  for  subletting,  whether
through a broker, agent,  representative or otherwise at a rental rate less than
the Fixed Rent and  Additional  Charges at which  Landlord  is then  offering to
lease comparable space in the Project.

     8.13.  Except for any  subletting  by Tenant to  Landlord  or its  designee
pursuant to the  provisions of this Article,  each  subletting  pursuant to this
Article shall be subject to all of the covenants,  agreements, terms, provisions
and conditions  contained in this Lease.  Notwithstanding  any subletting or any
such subletting to any subtenant and/or acceptance of rent or additional rent by
Landlord from any  subtenant,  Tenant shall and will remain fully liable for the
payment of the Fixed Rent and Additional Charges due and to become due hereunder
and for the performance of all the covenants,  agreements, terms, provisions and
conditions contained in this Lease on the part of Tenant to be performed and all
acts and  omissions of any licensee or  subtenant  or anyone  claiming  under or
through any subtenant  which shall be in violation of any of the  obligations of
this Lease,  and any such violation shall be deemed to be a violation by Tenant.
Tenant further agrees that  notwithstanding  any such  subletting,  no other and
further  subletting of the Premises by Tenant or any person claiming  through or
under Tenant  (except as provided in Section  8.09) shall or will be made except
upon compliance with and subject to the provisions of this Article.  If Landlord
shall decline to give its consent to any proposed assignment or sublease,  or if
Landlord  shall  exercise any of its options under  Section  8.07,  Tenant shall
indemnify,  defend and hold harmless Landlord against and from any and all loss,
liability,  damages,  costs and expenses  (including  reasonable  counsel  fees)
resulting  from any claims that may be made  against  Landlord  by the  proposed
assignee or sublessee or by any brokers or other  persons  claiming a commission
or similar compensation in connection with the proposed assignment or sublease.

     8.14.  If (a) Landlord  fails to exercise all of its options  under Section
8.07 and Landlord consents to a proposed assignment or sublease,  and (b) Tenant
fails to execute  and  deliver the  assignment  or  sublease  to which  Landlord
consented  within 45 days after the giving of such  consent,  then Tenant  shall
again comply with all of the  provisions  and  conditions of Section 8.07 before
assigning this Lease or subletting all or any part of the Premises.

     8.15.  With respect to each and every sublease or subletting  authorized by
Landlord under the provisions of this Lease, it is further agreed that:

     (a) no  subletting  shall be for a term ending  later than one day prior to
the expiration date of this Lease;

     (b) no sublease shall be valid,  and no subtenant  shall take possession of
the Premises or any part thereof, until an executed counterpart of such sublease
has been delivered to Landlord, and

     (c) each sublease shall provide that it is subject and  subordinate to this
Lease and to the  matters to which this  Lease is or shall be  subordinate,  and
that in the event of  termination,  reentry or dispossess by Landlord under this
Lease  Landlord  may,  at its  option,  take  over all of the  right,  title and
interest of Tenant, as sublessor, under such sublease, and such subtenant shall,
at  Landlord's  option,  attorn  to  Landlord  pursuant  to the  then  executory
provisions of such  sublease,  except that Landlord  shall not (i) be liable for
any previous act or omission of Tenant under such  sublease,  (ii) be subject to
any offset which theretofore accrued to such subtenant against Tenant,  (iii) be
obligated  to complete  any work to prepare  the  Premises  for the  subtenant's
occupancy;  (iv) be  obligated  to make any payment to or on behalf of Tenant or
subtenant;  (v) be required to account for any security  deposit  other than any
actually  delivered  to  the  Landlord;   or  (vi)  be  bound  by  any  previous
modification  of such  sublease or by any previous  prepayment  of more than one
month's rent.

     8.16. If Landlord  gives its consent to any  assignment of this Lease or to
any sublease,  Tenant shall,  in  consideration  therefor,  pay to Landlord,  as
Additional Charges:

     (a) in the case of an  assignment,  an amount  equal to 50% of all sums and
other  considerations  paid to Tenant by the  assignee  for or by reason of such
assignment  (including,  without limitation,  sums paid for the sale of Tenant's
fixtures,  leasehold improvements,  equipment,  furniture,  furnishings or other
personal  property,  less the then net unamortized or undepreciated cost thereof
determined on the basis of Tenant's federal income tax returns); and

     (b) in the case of a  sublease,  any  rents,  additional  charges  or other
consideration  payable under the sublease to Tenant by the subtenant which is in
excess of the Fixed Rent and Additional  Charges accruing during the term of the
sublease in respect of the subleased  space (at the rate per square foot payable
by  Tenant  hereunder)   pursuant  to  the  terms  hereof  (including,   without
limitation,  sums paid for the sale or rental of  Tenant's  fixtures,  leasehold
improvements,  equipment,  furniture,  furnishings or other  personal  property,
less, in the case of the sale thereof, the then net unamortized or undepreciated
cost thereof  determined  on the basis of Tenant's  federal  income tax returns,
which net unamortized or undepreciated cost shall be deducted from the sums paid
in connection with such sale in equal monthly  installments  over the balance of
the term of the sublease).  The sums payable under this subdivision (b) shall be
paid to Landlord as and when paid by the subtenant to Tenant.

ARTICLE 9 - Compliance With Legal and Insurance Requirements

     9.01.  Tenant and  Landlord  shall give  prompt  notice to the other of any
notice it receives  of the  violation  of any Legal  Requirements  or  Insurance
Requirements  with  respect to the  Premises or the use or  occupation  thereof.
Tenant  shall,  at  Tenant's  expense,  comply with all Legal  Requirements  and
Insurance  Requirements  which shall,  in respect of the Premises or the use and
occupation  thereof,  or the  abatement  of any  nuisance  in,  on or about  the
Premises,  impose any  violation,  order or duty on Landlord or Tenant,  arising
from (a)  Tenant's  use of the  Premises,  (b) the manner of conduct of Tenant's
business or operation of its installations, equipment or other property therein,
(c) any cause or  condition  created by or at the  instance  of  Tenant,  or (d)
breach of any of Tenant's  obligations  hereunder,  and Tenant shall pay all the
costs, expenses, fines, penalties and damages which may be imposed upon Landlord
or any  Superior  Lessor or  Superior  Mortgagee  by reason of or arising out of
Tenant's failure to fully and promptly comply with and observe the provisions of
this Section.  However,  Tenant need not comply with any such Legal Requirements
and Insurance Requirements so long as Tenant is contesting the validity thereof,
or the applicability  thereof to the Premises,  in accordance with Section 9.02.
Subject to the  provisions  of Section  9.03,  Landlord,  at its expense,  shall
comply with all other Legal  Requirements  and Insurance  Requirements  as shall
affect the  Premises,  but may  similarly  defer  compliance so long as Landlord
shall be contesting the validity or applicability thereof.

     9.02.  Tenant, at its expense,  after notice to Landlord,  may contest,  by
appropriate  proceedings  prosecuted diligently and in good faith, the validity,
or  applicability  to the  Premises,  of any Legal  Requirements  and  Insurance
Requirements,  provided that (a) neither Landlord nor any Superior  Mortgagee or
Superior  Lessor shall be subject to criminal  penalty or to  prosecution  for a
crime,  nor shall the Premises or any part thereof be subject to being condemned
or vacated,  by reason of  noncompliance or otherwise by reason of such contest;
(b) before the  commencement  of such contest,  Tenant shall furnish to Landlord
such security as shall be satisfactory to Landlord and all Superior  Mortgagees,
and Tenant shall  indemnify  Landlord and any Superior  Mortgagees  and Superior
Lessors  against  the cost  thereof  and  against  all  liability  for  damages,
interest,  penalties  and expenses  (including  reasonable  attorneys'  fees and
expenses),  resulting  from or  incurred  in  connection  with such  contest  or
noncompliance;  (c) such noncompliance or contest shall not constitute or result
in any  violation of any  Superior  Lease or Superior  Mortgage,  or if any such
Superior Lease or Superior  Mortgage shall permit such  noncompliance or contest
on condition of the taking of action or furnishing of security by Landlord, such
action  shall be taken and such  security  shall be  furnished at the expense of
Tenant;  and (d)  Tenant  shall keep  Landlord  advised as to the status of such
proceedings.  Without  limiting the application of the above,  Landlord and/or a
Superior Mortgagee and/or Superior Lessor shall be deemed subject to prosecution
for a crime if  Landlord or the  Superior  Mortgagee  or Superior  Lessor or any
managing  agent for the  Project,  or any member,  manager,  officer,  director,
partner, shareholder or employee of Landlord or a Superior Mortgagee or Superior
Lessor or any managing agent for the Project, as an individual,  is charged with
a crime of any kind or degree  whatever,  whether  by  service  of a summons  or
otherwise,  unless  such charge is  withdrawn  before  Landlord or the  Superior
Mortgagee  or Superior  Lessor or any managing  agent for the  Project,  or such
member, manager, officer, director, partner, shareholder or employee of Landlord
or the  Superior  Mortgagee  or Superior  Lessor or any  managing  agent for the
Project (as the case may be) is required to plead or answer thereto.

     9.03. Omitted

ARTICLE 10 - Insurance

     10.01.  Tenant shall not violate, or permit the violation of, any Insurance
Requirements  and shall not do, or permit anything to be done, or keep or permit
anything to be kept in the Premises which would subject Landlord or any Superior
Mortgagee  or Superior  Lessor to any  liability  or  responsibility  for bodily
injury or death or property  damage,  or which would increase any insurance rate
in respect of insurance  maintained  by or for the benefit of Landlord  over the
rate which would  otherwise then be in effect or which would result in insurance
companies of good standing  refusing to insure all or any part of the Project or
any contents thereof in amounts  reasonably  satisfactory to Landlord,  or which
would  result in the  cancellation  of or the  assertion  of any  defense by the
insurer in whole or in part to claims  under any policy of  insurance in respect
of the Project.

     10.02. If, by reason of any failure of Tenant to comply with the provisions
of Section 9.01 or Section 10.01, the premiums on insurance maintained by or for
the benefit of Landlord  shall be higher than they  otherwise  would be,  Tenant
shall reimburse Landlord, on demand, for that part of such premiums attributable
to such  failure  on the part of Tenant.  A  schedule  or "make up" of rates for
insurance  maintained  by or for the benefit of Landlord  issued by the New York
Fire Insurance  Rating  Organization or other similar body making rates for such
insurance  shall be conclusive  evidence of the facts therein  stated and of the
several  items  and  charges  in the  insurance  rate  then  applicable  to such
insurance.

     10.03. Tenant, at its expense,  shall maintain at all times during the Term
(a) "all risk" property  insurance  covering the Tenant's Property  (hereinafter
defined) with a limit of not less than 100% of the replacement cost thereof, and
(b) commercial general liability  insurance,  including a contractual  liability
endorsement, in respect of the Premises and the conduct or operation of business
therein,  with Landlord and its managing agent, if any, and any Superior Lessors
and Superior Mortgagees,  whose names and addresses shall have been furnished to
Tenant, as additional insureds, with limits of not less than $5,000,000 combined
single limit bodily  injury and property  damage  liability.  The limits of such
insurance  shall not limit the  liability  of  Tenant  hereunder.  Tenant  shall
deliver to Landlord and any additional  insureds  certificates and copies of the
binders for such insurance in form reasonably satisfactory to Landlord issued by
the insurance  company or its authorized  agent no later than 10 days before the
Commencement  Date and prior to the  commencement of any work by Tenant.  Tenant
shall  procure and pay for renewals of such  insurance  from time to time before
the expiration thereof,  and Tenant shall deliver to Landlord and any additional
insureds  certificates  and copies of the binders for such renewal policy issued
by the  insurance  company or its  authorized  agent at least 30 days before the
expiration  of any  existing  policy.  All  such  policies  shall be  issued  by
companies licensed to do business in New York State and reasonably  satisfactory
to Landlord.  All such policies shall be  noncancellable  in respect of Landlord
and any  additional  insureds  unless 30 days' prior written  notice is given to
Landlord and all additional insureds and all such policies shall provide that no
act or omission of Tenant shall affect or limit the  obligations  of the insurer
in respect of Landlord and the additional insureds.

     Additionally, during any construction,  alterations or renovations by or on
behalf of Tenant at the Leased Premises,  Tenant shall maintain insurance in the
so-called  "All  Risk  Builders  Risk  Completed  Value   Non-Reporting   Form",
including,  without limitation,  collapse coverage,  in amounts to be reasonably
determined  by  Landlord,  but in no event less than the amount of  $300,000.00.
Such insurance  shall be subject to the other  provisions of Article 10. of this
Lease, as applicable.

     10.04. Each party agrees to have included in each of its insurance policies
(insuring the Building and Landlord's  property therein in the case of Landlord,
and  insuring  the  Tenant's  Property  in the  Premises  in the case of Tenant,
against loss,  damage or destruction by fire or other  casualty) a waiver of the
insurer's  right of  subrogation  against the other party during the Term or, if
such waiver is unobtainable or unenforceable, (a) an express agreement that such
policy  shall not be  invalidated  if the  insured  waives the right of recovery
against any party  responsible  for a casualty  covered by the policy before the
casualty,  or (b) any other  form of  permission  for the  release  of the other
party. If such waiver,  agreement or permission  shall not be, or shall cease to
be, obtainable from either party's then current insurance  company,  the insured
party shall so notify the other party promptly after learning thereof, and shall
use its best efforts to obtain the same from another insurance company described
in Section 10.03. If such waiver,  agreement or permission is obtainable only by
payment of an  additional  charge,  the insured  party shall so notify the other
party  promptly  after  learning  thereof,  and the  insured  party shall not be
required to obtain said waiver,  agreement or permission  unless the other party
pays the additional  charge  therefor.  Each party hereby releases the other, in
respect of any claim (including a claim for negligence) which it might otherwise
have  against  the other  for loss,  damage or  destruction  in  respect  of its
property  occurring during the Term to the extent to which it is insured under a
policy or policies  containing a waiver of  subrogation or permission to release
liability,  as provided in the  preceding  sentences  of this  Section.  Nothing
contained  in this Section  shall be deemed to relieve  either party of any duty
imposed elsewhere in this Lease to repair,  restore or rebuild or to nullify any
abatement of rents provided for elsewhere in this Lease.

     10.05.  Landlord may from time to time, but not more  frequently  than once
every year, require that the amount of commercial general liability insurance to
be maintained by Tenant under Section 10.03 be reasonably increased, so that the
amount thereof adequately protects Landlord's interest.

ARTICLE 11- Rules and Regulations

     11.01.  Tenant and its  employees and agents shall  faithfully  observe and
comply  with the rules and  regulations  attached  hereto as Exhibit C, and such
reasonable changes therein (whether by modification, elimination or addition) as
Landlord  at any time or times  hereafter  makes and  communicates  to Tenant in
writing,  which, in Landlord's  reasonable judgment,  shall be necessary for the
reputation,  safety,  care and appearance of the Project, or the preservation of
good order  therein,  or the  operation  or  maintenance  of the  Project or its
equipment  and  fixtures,  and which do not  unreasonably  affect the conduct of
Tenant's  business in the Premises  (such rules and  regulations as changed from
time to time  being  herein  called  the  "Rules  and  Regulations");  provided,
however, that in case of any conflict or inconsistency between the provisions of
this Lease and any of the Rules and  Regulations,  the  provisions of this Lease
shall control.

     11.02. Nothing in this Lease shall be construed to impose upon Landlord any
duty or obligation to enforce the Rules and Regulations against any other tenant
or any employees or agents of any other tenant, and Landlord shall not be liable
to Tenant for violation of the Rules and  Regulations by any other tenant or its
employees, agents, invitees or licensees.

ARTICLE 12 - Alterations

     12.01.  Tenant  may from time to time,  at its  expense,  make  alterations
(herein called the "Alterations") in and to the Premises,  excluding  structural
changes,  provided and upon condition  that:  (a) the outside  appearance of the
Building shall not be affected;  (b) the Alterations are  nonstructural  and the
strength of the Building shall not be affected;  (c) the  Alterations are to the
interior of the  Premises  and no part of the  Building  outside of the Premises
shall be affected;  (d) the proper  functioning of the  mechanical,  electrical,
sanitary  and other  service  systems  of the  Building  shall not be  adversely
affected  and the usage of such systems by Tenant  shall not be  increased;  (e)
before  proceeding with any Alteration,  other than decorations  which otherwise
comply with this Section Tenant shall submit to Landlord for Landlord's approval
(which  shall not be  unreasonably  withheld  if the  approval  of all  Superior
Mortgagees or Superior  Lessors which Superior  Mortgages or Superior  Leases if
the Superior  Mortgages or Superior  Leases require the approval of the Superior
Mortgagee  or Superior  Lessor shall have been  obtained)  two sets of plans and
specifications  for the work to be done,  and Tenant shall not proceed with such
work until it obtains  such  approval;  (f) Tenant  shall pay to  Landlord  upon
demand the  reasonable  cost and expense of Landlord in (i) reviewing said plans
and  specifications and (ii) inspecting the Alterations to determine whether the
same  are  being   performed  in   accordance   with  the  approved   plans  and
specifications and all Legal Requirements and Insurance Requirements, including,
without  limitation,  the fees or cost of any architect,  engineer or draftsman,
including  the cost,  based upon the actual  salaries  and  fringe  benefits  of
architects, engineers or draftsmen who are employees of Landlord up to a maximum
of $1,500 in each instance,  for such purposes;  (g) before  proceeding with any
Alteration  which  will  cost  more  than  $50,000  (exclusive  of the  costs of
decorating work and items constituting the Tenant's Property),  as estimated, at
Tenant's expense, by a reputable contractor reasonably  satisfactory to Landlord
and all  Superior  Mortgagees  [or  Superior  Lessors],  Tenant shall obtain and
deliver to Landlord such security as shall be  satisfactory  to Landlord and all
Superior  Mortgagees  [or  Superior  Lessors];  and (h) Tenant  shall  fully and
promptly  comply with and observe the Rules and  Regulations of Landlord then in
force with  respect to the making of the  Alterations.  Tenant  agrees  that any
review or approval by Landlord of any plans and/or  specifications  with respect
to  any  Alterations  is  solely  for  Landlord's   benefit,   and  without  any
representation  or warranty  whatsoever  to Tenant with respect to the adequacy,
correctness or efficiency thereof or otherwise.

     12.02.  Tenant,  at its expense,  shall obtain all  necessary  governmental
permits and certificates for the commencement and prosecution of the Alterations
and for final approval thereof upon completion,  and shall cause the Alterations
to  be  performed  in  compliance   therewith  and  with  all  applicable  Legal
Requirements  and Insurance  Requirements.  The Alterations  shall be diligently
performed in a good and workmanlike manner, using new materials and equipment at
least equal in quality and class to the original installations.  The Alterations
shall  be  performed  by  contractors  first  approved  by  Landlord  under  the
supervision of a licensed architect.  The Alterations shall be performed in such
a manner as not to violate union contracts  affecting the Project, or create any
work stoppage,  picketing,  labor disruption or dispute or any interference with
the  business  of  Landlord  or any  tenant of the  Project.  In  addition,  the
Alterations shall be performed in such a manner as not to otherwise unreasonably
interfere  with or  delay  and as not to  impose  any  additional  expense  upon
Landlord in the construction,  maintenance, repair, operation or cleaning of the
Project,  and if any such additional  expense shall be incurred by Landlord as a
result  of  Tenant's  performance  of the  Alterations,  Tenant  shall  pay such
additional  expense to Landlord on demand.  Throughout  the  performance  of the
Alterations,  Tenant shall carry,  or cause its  contractors to carry,  workers'
compensation   insurance  in  statutory   limits,   "Builder's  Risk"  insurance
reasonably satisfactory to Landlord, and commercial general liability insurance,
with  completed  operation  endorsement,  for any  occurrence  in or  about  the
Project,  under which Landlord and its managing  agent and any Superior  Lessors
and Superior  Mortgagees,  whose names and addresses  were  furnished to Tenant,
shall be named as additional insureds, in such limits as Landlord may reasonably
require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish
Landlord with reasonably  satisfactory evidence that such insurance is in effect
before the  commencement  of the  Alterations  and,  on request,  at  reasonable
intervals during the continuance of the Alterations.  If any Alterations involve
the removal of any fixtures,  equipment or other  property in the Premises which
are not Tenant's Property,  such fixtures,  equipment or other property shall be
replaced  prior to the end of the Term at Tenant's  expense  with new  fixtures,
equipment  or other  property of like  utility and at least  equal  value.  Upon
completion of any Alterations (other than mere decorations) Tenant shall deliver
to Landlord scaled and dimensioned  reproducible  mylars of "as-built" plans for
such Alteration(s).

     12.03.  Tenant  shall  have no  right  or  power  to do any act or make any
contract which may create or be the  foundation for any lien,  mortgage or other
encumbrance  upon the estate of Tenant or of  Landlord,  or of any  interest  of
Landlord in the Building,  the Land or the Premises, it being agreed that should
Tenant cause any such alterations,  changes, additions,  improvements or repairs
to be made to the Premises,  or material furnished or labor performed therein or
thereon,  neither  Landlord nor the Land,  the Building nor the Premises  shall,
under any circumstances be liable for the payment of any expense incurred or for
the value of any work done or  material  furnished  to the  Premises or any part
thereof, but all such alterations, changes, additions, improvements and repairs,
and materials and labor shall be at Tenant's expense, and Tenant shall be solely
and wholly responsible to contractors, laborers and materialmen furnishing labor
and material to the Premises or any part thereof; and every contractor,  laborer
and  materialman  is put on notice that no consent is given by Landlord for such
work to be  performed  or  materials  to be  furnished  on or for the account of
Landlord or which may subject  Landlord to any  liability or subject  Landlord's
interest in the Land,  Building or Premises to any lien. Tenant, at its expense,
and with diligence and dispatch,  shall procure the cancellation or discharge of
all  notices  of  violation  arising  from  or  otherwise   connected  with  the
Alterations,  or any  other  work,  labor,  services  or  materials  done for or
supplied to Tenant, or any person claiming through or under Tenant,  which shall
be issued by the County of Suffolk or the Town of  Smithtown or any other public
authority  having or asserting  jurisdiction.  Tenant shall  indemnify  and save
harmless  Landlord and any  Superior  Mortgagees  and Superior  Lessors from and
against  any and all  mechanics'  and  other  liens  and  encumbrances  filed in
connection with the Alterations, or any other work, labor, services or materials
done for or supplied to Tenant,  or any person claiming through or under Tenant,
including, without limitation,  security interests in any materials, fixtures or
articles so installed in and  constituting  part of the Premises and against all
costs,  expenses and  liabilities  incurred in connection  with any such lien or
encumbrance or any action or proceeding brought thereon. Tenant, at its expense,
shall  procure the  satisfaction  or  discharge  of record of all such liens and
encumbrances  within 10 days after the filing thereof.  However,  nothing herein
contained  shall prevent  Tenant from  contesting,  in good faith and at its own
expense,  any notice of  violation,  provided  that Tenant shall comply with the
provisions of Section 9.02.

ARTICLE 13 - Landlord's and Tenant's Property

     13.01. All fixtures, equipment, improvements and appurtenances,  including,
without limitation,  utility lines and equipment,  attached to or built into the
Premises at the commencement of or during the Term,  whether or not by or at the
expense of Tenant,  shall be and remain a part of the Premises,  shall be deemed
the property of Landlord and shall not be removed by Tenant,  except as provided
in Section  13.02.  Further,  any  carpeting or other  personal  property in the
Premises on the  Commencement  Date,  unless  installed  and paid for by Tenant,
shall be and shall  remain  Landlord's  property  and shall  not be  removed  by
Tenant.

     13.02. All movable partitions,  business and trade fixtures,  machinery and
equipment,  communications  equipment  and  office  equipment,  whether  or  not
attached to or built into the  Premises,  which are installed in the Premises by
or for the  account of Tenant  without  expense to  Landlord  and can be removed
without  structural damage to the Building,  and all furniture,  furnishings and
other articles of movable  personal  property owned by Tenant and located in the
Premises (herein collectively called the "Tenant's Property") shall be and shall
remain the  property  of Tenant and may be removed by Tenant at any time  during
the Term; provided that if any of the Tenant's Property is removed, Tenant shall
repair  or pay the  cost of  repairing  any  damage  to the  Premises  or to the
Building resulting from the installation  and/or removal thereof.  Any equipment
or other  property for which Landlord shall have granted any allowance or credit
to Tenant  shall not be deemed to have been  installed  by or for the account of
Tenant  without  expense  to  Landlord,  shall not be  considered  the  Tenant's
Property, and shall be deemed the property of Landlord.

     13.03.  At or before the expiration  date of this Lease,  or within 15 days
after the date of any earlier termination of this Lease, Tenant, at its expense,
shall remove from the Premises  all of the Tenant's  Property  (which shall also
include any and all wiring and cable in the Premises or Building installed by or
for Tenant),  and Tenant shall repair any damage to the Premises or the Building
resulting from any  installation  and/or removal of the Tenant's  Property.  Any
other items of the Tenant's  Property  which shall remain in the Premises  after
the  expiration  date of this Lease,  or after a period of 15 days  following an
earlier termination date, may, at the option of Landlord, be deemed to have been
abandoned,  and in such  case such  items may be  retained  by  Landlord  as its
property or disposed of by Landlord,  without accountability,  in such manner as
Landlord shall determine at Tenant's expense.

ARTICLE 14 - Repairs and Maintenance

     14.01. Tenant shall, at its expense, throughout the Term, take good care of
the Premises,  the fixtures and appurtenances therein and the Tenant's Property.
Tenant  shall be  responsible  for all repairs and  replacements,  interior  and
exterior,  structural and nonstructural,  ordinary and extraordinary,  in and to
the Premises and the Building and the facilities and systems  thereof,  the need
for which arises out of (a) the  performance  or existence of any work by Tenant
or Alterations, (b) the installation,  use or operation of the Tenant's Property
in the  Premises,  (c) the  moving  of the  Tenant's  Property  in or out of the
Premises or the Building, or (d) the act, omission,  misuse or neglect of Tenant
or any of its  subtenants  or its or their  employees,  agents,  contractors  or
invitees.  Tenant,  at  its  expense,  shall  promptly  repair  or  replace  all
scratched, damaged or broken doors and glass in and about the Premises and shall
be responsible  for all repairs,  painting,  maintenance and replacement of wall
and floor  coverings in the Premises and for the repair and  maintenance  of all
sanitary and electrical  fixtures and equipment  therein.  Tenant shall promptly
make, at Tenant's expense, all repairs in or to the Premises for which Tenant is
responsible.  Any  repairs  required  to be made by  Tenant  to the  mechanical,
electrical, sanitary, heating, ventilating, air-conditioning or other systems of
the Building shall be performed only by contractor(s)  approved by Landlord. Any
other repairs in or to the Building and the facilities  and systems  thereof for
which Tenant is responsible, may be performed by Landlord at Tenant's expense.

     14.02.  Landlord  shall make all repairs and  replacements,  structural and
otherwise,  interior and exterior,  as and when needed in or about the Premises,
except  for those  repairs  and  replacements  for which  Tenant is  responsible
pursuant to any of the provisions of this Lease,  including the common areas, as
Class C office/industrial  building in the Hauppauge Office Park. Landlord shall
use  commercially  reasonable  effort  to not  unduly  interfere  with  Tenant's
occupancy or  operations  in  connection  with the  foregoing,  but shall not be
required to utilize  overtime or non business day or non business hours work. If
such work substantially  prevents Tenant to use the Premises for its work (or if
a portion is affected them as to the proportioned represented by such portion as
against the entire  Premises),  is necessitated by acts or omissions of Landlord
and is not a result of those matters sect forth in Section 42.04,  and continues
for at least 15 consecutive  days,  Tenant `s Fixed Rent shall abate  commencing
with the  sixteenth  day until the  repairs or  replacements  are  substantially
completed.

     14.03. Except as otherwise expressly provided in this Lease, Landlord shall
have no liability to Tenant,  nor shall Tenant's covenants and obligations under
this  Lease be  reduced  or abated in any  manner  whatsoever,  by reason of any
inconvenience,  annoyance,  interruption  or injury  to  business  arising  from
Landlord's making any repairs or changes which Landlord is required or permitted
by this Lease,  or required by law, to make in or to any portion of the Building
or the Premises,  or in or to the fixtures,  equipment or  appurtenances  of the
Building or the Premises.

ARTICLE 15 - Electric Energy

     15.01.  (a) Tenant,  at its sole cost and expense,  shall  arrange with the
public utility  company  servicing the Building of which the Premises are a part
for electric  and gas service at the  Premises.  Lessor shall  arrange with such
utility company for the furnishing and installation (at Tenant's  expense) of an
electric and gas meter or meters to measure the  consumption of electricity  and
gas solely at the Premises,  and for the supply,  but not the payment for (which
shall be Tenant's sole responsibility), electric and gas service to each portion
of the Premises.

     (b) Landlord  shall not be liable in any event to Tenant for any failure or
defect in the supply or  character  of electric  energy or gas  furnished to the
Premises by reason of any  requirement,  act or  omission of the public  utility
serving the Building with electric energy or gas or for any other reason.

     15.02.  Landlord shall furnish and install all replacement  lighting tubes,
lamps,  bulbs and  ballasts  required in the  Premises,  and Tenant shall pay to
Landlord or its designated  contractor upon demand the then established  charges
therefor of Landlord or its designated contractor, as the case may be.

     15.03.  Tenant's use of electric  energy in the  Premises  shall not at any
time exceed the capacity of any of the electrical conductors and equipment in or
otherwise  serving the  Premises.  In order to insure that such  capacity is not
exceeded and to avert possible  adverse effect upon the Building's  distribution
of electricity via the Building's  electric  system,  Tenant shall not,  without
Landlord's  prior  consent in each  instance  (which  shall not be  unreasonably
withheld,  based  upon  availability  of  electric  energy  in the  Building  as
allocated by Landlord to various  areas of the  Building)  connect any fixtures,
appliances or equipment (other than normal business machines, including personal
computers which do not materially increase Tenant's  electrical  consumption) to
the  Building's  electric  system or make any  alterations  or  additions to the
electric  system of the  Premises  existing  on the  Commencement  Date.  Should
Landlord grant such consent,  all additional risers or other equipment  required
therefor  shall be provided by Landlord  and the cost  thereof  shall be paid by
Tenant to Landlord on demand. Landlord shall have the right to require Tenant to
pay sums on account of such cost prior to the installation of any such risers or
equipment.

ARTICLE 16 - Heat, Ventilation and Air-Conditioning

     16.01.  Landlord  shall maintain and operate the heating,  ventilating  and
air-conditioning   systems  serving  the  Premises,   and  shall  furnish  heat,
ventilating and  air-conditioning  in the Premises as may be reasonably required
(except  as  otherwise  provided  in this  Lease  and  except  for  any  special
requirements  of Tenant  arising from its particular use of the Premises and for
Tenant's obligations to pay for all electricity and gas consumed) for reasonably
comfortable occupancy of the Premises during Business Hours of Business Days and
on  Saturdays  from 8:00 a.m.  to 1:00 p.m.  If  Tenant  shall  require  heat or
air-conditioning  service at any other time, Landlord shall furnish such service
for such times  ("Overtime  Hours") upon not less than 48 hours  advance  notice
from   Tenant.   Tenant   shall  pay   Landlord   for  heat,   ventilating   and
air-conditioning  as Additional  Charges,  within ten days after  Landlord bills
Tenant therefor,  which bills shall be rendered not more often than monthly. The
amount of such  Additional  Charges for a given period of time shall be equal to
110% of the total cost to Landlord of delivering  such services for the Premises
for the Business Hours and Overtime Hours of Tenant in such period.

     16.02.  The performance by Landlord of its obligations  under Section 16.01
is subject to Tenant's compliance with the conditions of occupancy and connected
load  established by Landlord.  Use of the Premises,  or any part thereof,  in a
manner  exceeding  the  heating,   ventilating  and/or  air-conditioning  design
conditions (including occupancy and connected electrical load), or rearrangement
of  partitioning   which  interferes  with  normal  operation  of  the  heating,
ventilating and/or  air-conditioning in the Premises,  or the use of computer or
data  processing  machines or other  machines or  equipment  in excess of normal
office usage including personal  computers,  may require changes in the heating,
ventilating and/or air-conditioning  systems servicing the Premises, in order to
provide comfortable  occupancy.  Such changes,  so occasioned,  shall be made by
Tenant,  at its expense,  as  Alterations  in accordance  with the provisions of
Article 12, but only to the extent  permitted and upon the  conditions set forth
in that Article.

ARTICLE 17 - Other Services; Service Interruption

     17.01.  Landlord shall furnish  adequate hot and cold water to the Premises
for drinking, lavatory and cleaning purposes. If Tenant uses water for any other
purpose,  Landlord  may install and  maintain,  at Tenant's  expense,  meters to
measure  Tenant's  consumption  of cold  water  and/or  hot water for such other
purposes.  Tenant shall reimburse  Landlord for the quantities of cold water and
hot water shown on such meters on demand.

     17.02.  Landlord  shall cause the Premises,  including the exterior and the
interior of the windows  thereof  but  excluding  any  laboratory  space,  to be
cleaned on each Business Day in accordance with Tenant's  specifications  and at
Tenant's sole cost and expense.

     17.03.  Landlord,  its cleaning  contractor and their  employees shall have
access to the  Premises  after 5:30 p.m. and before 8:00 a.m. and shall have the
right to use,  without  charge  therefore,  all  light,  power  and water in the
Premises  reasonably  required to clean the Premises as required  under  Section
17.02.

     17.04.  If  Landlord  shall  furnish  either gas or steam to the  Premises,
Landlord shall not be liable in any event to Tenant for any failure or defect in
the supply or character of the gas or steam  furnished to the Premises by reason
of any  requirement,  act or omission of the public utility serving the Building
with steam or for any other reason not attributable solely to Landlord's willful
misconduct  or gross  negligence.  Tenant's  use of gas or steam in the Premises
shall not at any time exceed the capacity of any of the gas lines and  equipment
or steam lines and equipment in or otherwise then serving the Premises.

     17.05.  Landlord  reserves the right,  without any  liability to Tenant and
without  affecting  Tenant's  covenants and  obligations  hereunder,  to stop or
interrupt   or   reduce   service   of   any  of   the   heating,   ventilating,
air-conditioning,  electric,  sanitary,  elevator,  gas,  steam,  water or other
Building  systems  serving the  Premises,  or to stop or interrupt or reduce any
other  services  required of Landlord under this Lease (whether or not specified
in Article 16 or this Article 17), whenever and for so long as may be necessary,
by reason of (a) accidents, emergencies, strikes or the occurrence of any of the
other events  described in Section  41.04,  (b) the making of repairs or changes
which Landlord is required or is permitted by this Lease or by law to make or in
good faith deems necessary,  (c) difficulty in securing proper supplies of fuel,
gas, steam, water, electricity, labor or supplies, or (d) any other cause beyond
Landlord's reasonable control, whether similar or dissimilar. Landlord shall use
commercially  reasonable effort to not unduly interfere with Tenant's  occupancy
or  operations in connection  with the  foregoing,  but shall not be required to
utilize  overtime  or non  business  day or non  business  hours  work.  If such
stoppage or interruption  substantially  prevents Tenant to use the Premises for
its work (or if a portion is affected them as to the proportioned represented by
such  portion  as against  the  entire  Premises),  is  necessitated  by acts or
omissions of Landlord and is not a result of those matters set forth above or in
Section 42.04, and continues for at least 15 consecutive  days,  Tenant `s Fixed
Rent  shall  abate  commencing  with the  sixteenth  day until the  stoppage  or
interruptions are substantially ended.

ARTICLE 18 - Access and Name of Project

     18.01.  Except for the space within the inside surfaces of all walls,  hung
ceilings,  floors, windows and doors bounding the Premises, all of the Building,
including, without limitation,  exterior Building walls, core corridor walls and
doors and any core  corridor  entrances,  any terraces or roofs  adjacent to the
Premises and any space in or adjacent to the Premises  used for shafts,  stacks,
pipes, conduits,  fan rooms, ducts, electric or other utilities,  sinks or other
Building  facilities,  and the use thereof, as well as reasonable access thereto
through the Premises for the purposes of operation, maintenance,  decoration and
repair, are reserved to Landlord.

     18.02.  Landlord  reserves the right, and Tenant shall permit Landlord,  to
install,  erect,  use and maintain pipes,  ducts and conduits in and through the
Premises behind walls, above ceilings or under floors.

     18.03.  Landlord  and its agents  shall have the right to enter and/or pass
through the Premises at any time or times upon reasonably prior notice to Tenant
except in the case of an emergency  (a) to examine the Premises and to show them
to actual and prospective Superior Lessors,  Superior Mortgagees, or prospective
purchasers,  mortgagees or lessees of the Building and (b) to make such repairs,
alterations,  additions and  improvements  in or to the Premises and/or in or to
the Building or its  facilities and equipment as Landlord is required or desires
to  make.  Landlord  shall be  allowed  to take  all  materials  into and on the
Premises that may be required in connection therewith,  without any liability to
Tenant  and  without  any  reduction  of  Tenant's   covenants  and  obligations
hereunder.  In connection therewith,  Landlord will use commercially  reasonable
efforts not to unduly interfere with Tenant's business but Landlord shall not be
required to utilize  overtime,  non business  hours or non business days work in
connection therewith.

     18.04. If at any time any windows of the Premises are temporarily  darkened
or  obstructed  by  reason  of any  repairs,  improvements,  maintenance  and/or
cleaning in or about the Building,  or if any part of the  Building,  other than
the Premises, is temporarily or permanently closed or inoperable, the same shall
be without any reduction or diminution of Tenant's obligations under this Lease.

     18.05.  During the period of 18 months prior to the expiration date of this
Lease, Landlord and its agents may exhibit the Premises to prospective tenants.

     18.06.  If,  during the last month of the Term,  Tenant has  removed all or
substantially  all of the Tenant's  Property  from the  Premises,  Landlord may,
without notice to Tenant, immediately enter the Premises and alter, renovate and
decorate the same,  without reducing or diminishing  Tenant's  obligations under
this Lease.

     18.07.  Landlord  reserves the right,  at any time,  without  incurring any
liability to Tenant therefor,  and without  affecting or reducing or diminishing
any of  Tenant's  obligations  hereunder,  to make  such  changes,  alterations,
additions and  improvements in or to the Building and the fixtures and equipment
thereof, as well as in or to the entrances,  doors, halls, passages,  elevators,
escalators  and stairways  thereof,  and other public parts of the Building,  as
Landlord shall deem necessary or desirable.

     18.08.  Landlord may adopt any name for the Project.  Landlord reserves the
right to change the name and/or address of the Project at any time.

     18.09. Landlord and its agents shall have the right to permit access to the
Premises  at any  time,  whether  or not  Tenant  shall be  present,  (a) by any
receiver,  trustee,  sheriff,  marshal or other public official  entitled to, or
purporting  to be  entitled  to,  such  access  (i) for the  purpose  of  taking
possession of or removing any property of Tenant or of any other occupant of the
Premises,  or (ii) for any other lawful purpose, or (b) by any representative of
the fire, police, building, sanitation or other department or instrumentality of
any town, county,  city, state or federal government.  Nothing contained in, nor
any action taken by Landlord  under this Section,  shall be deemed to constitute
recognition  by  Landlord  that any person  other  than  Tenant has any right or
interest in this Lease or the Premises.

     18.10. If Tenant is not present when for any reason entry into the Premises
is necessary or permissible,  Landlord or Landlord's  agents may enter same by a
master  key, or may  forcibly  enter same,  without  rendering  Landlord or such
agents  liable  therefor  (if during such entry  Landlord or such agents  accord
reasonable care to the Tenant's Property), and such entry shall not be deemed an
actual  or  constructive  eviction  and  shall  have  no  effect  upon  Tenant's
obligations under this Lease.

     18.11  Except in case of  emergencies,  acts beyond  Landlord's  reasonable
control or other matters provided for in this Lease, Tenant shall have access to
the Premises  from  exterior  doors 24 hours a day, 7 days a week. In connection
therewith,  Landlord  does not  warrant or agree  that,  in the event of adverse
weather conditions,  acts beyond Landlord's control or similar conditions,  that
the  parking   areas  or  common   areas  will  be  cleared  of  snow  or  other
matters.

ARTICLE 19 - Notice of Occurrences

     19.01.  Tenant shall use best efforts to give prompt  notice to Landlord of
(a) any  occurrence in or about the Premises for which Landlord might be liable,
(b) any fire or other  casualty in the Premises,  (c) any damage to or defect in
the Premises,  including the fixtures,  equipment and appurtenances thereof, for
the  repair of which  Landlord  might be  responsible,  and (d) any damage to or
defect  in any part or  appurtenance  of the  Building's  sanitary,  electrical,
heating, ventilating, air-conditioning,  elevator or other systems located in or
passing through the Premises or any part thereof.

ARTICLE 20 - Non-Liability and Indemnification

     20.01. Neither Landlord nor any Superior Lessor or Superior Mortgagee shall
be  liable to  Tenant  for any loss,  injury or damage to Tenant or to any other
person,  or to its or their property,  irrespective of the cause of such injury,
damage or loss,  unless  caused by or  resulting  from the gross  negligence  or
willful misconduct of Landlord or the Superior Lessor or Superior Mortgagee,  in
the operation or maintenance of the Premises or the Project without contributory
negligence  on the part of Tenant,  any subtenant or licensee of Tenant or their
respective employees,  agents, contractors or invitees. Neither Landlord nor any
Superior Lessor or Superior  Mortgagee shall be liable (a) for any damage caused
by other  tenants  or  persons  in,  on or  about  the  Project,  or (b) even if
resulting from negligence or willful  misconduct,  for consequential  damages of
Tenant or any subtenant or licensee of Tenant.

     20.02.  Notwithstanding  any provision to the  contrary,  Tenant shall look
solely to the estate and property of Landlord in and to the Project in the event
of any  claim  against  Landlord  or any  member,  manager,  partner,  director,
officer, agent or employee of Landlord arising out of or in connection with this
Lease,  the relationship of Landlord and Tenant or Tenant's use of the Premises,
and the liability of Landlord  arising out of or in connection  with this Lease,
the  relationship of Landlord and Tenant or Tenant's use of the Premises,  shall
be limited to such  estate and  property of  Landlord.  No other  properties  or
assets of Landlord or any partner, member, director,  officer, agent or employee
of Landlord shall be subject to levy, execution or other enforcement  procedures
for the  satisfaction  of any  judgment (or other  judicial  process) or for the
satisfaction  of any other remedy of Tenant arising out of or in connection with
this  Lease,  the  relationship  of Landlord  and Tenant or Tenant's  use of the
Premises,  and if Tenant acquires a lien on or interest in any other  properties
or assets by judgment or otherwise,  Tenant shall promptly  release such lien on
or interest in such other properties and assets by executing,  acknowledging and
delivering  to Landlord an  instrument  to that  effect  prepared by  Landlord's
attorneys.  Tenant hereby waives the right of specific performance and any other
remedy  allowed in equity if specific  performance  or such other  remedy  could
result in any  liability  of Landlord  for the payment of money to Tenant or any
court or  governmental  authority (by way of fines or otherwise)  for Landlord's
failure or refusal to perform or observe a judicial decree or determination.

     20.03.  Tenant shall indemnify and hold harmless  Landlord and all Superior
Lessors and all  Superior  Mortgagees,  and its and their  respective  partners,
members,  managers,  directors,  officers, agents and employees from and against
any and all  claims  arising  from or in  connection  with  (a) the  conduct  or
management  of the  Premises or of any  business  therein,  or any work or thing
whatsoever  done, or any condition  created (other than by Landlord) in or about
the Premises  during the Term or during the period of time, if any, prior to the
Commencement  Date that Tenant may have been given access to the  Premises;  (b)
any act,  omission or negligence of Tenant or any of its subtenants or licensees
or its or their  employees or  contractors;  (c) any accident,  injury or damage
whatever  (unless  caused  by  Landlord's   negligence  or  willful  misconduct)
occurring  in, at or upon the  Premises;  (d) any breach or default by Tenant in
the full and prompt payment and performance of Tenant's  obligations  under this
Lease;  and (e) the failure of Tenant or any of its  subtenants  or licensees or
its or their employees or contractors to comply with all Legal  Requirements and
Insurance  Requirements;  together  with all  costs,  expenses  and  liabilities
incurred  in or in  connection  with  each such  claim or  action or  proceeding
brought  thereon,  including,   without  limitation,  all  attorneys'  fees  and
expenses.  In case any action or proceeding is brought  against  Landlord and/or
any Superior Lessor or Superior Mortgagee and/or its or their members, managers,
partners,  directors,  officers,  agents and/or  employees by reason of any such
claim,  Tenant,  upon notice from Landlord or such  Superior  Lessor or Superior
Mortgagee,  shall  resist and  defend  such  action or  proceeding  (by  counsel
reasonably satisfactory to Landlord).

ARTICLE 21 - Damage or Destruction

     21.01.  If the  Building  or the  Premises  shall be  partially  or totally
damaged or destroyed by fire or other  casualty  (and if this Lease shall not be
terminated  as provided in this  Article)  Landlord  shall repair the damage and
restore and rebuild the Building  and/or the  Premises  (except for the Tenant's
Property)  with  reasonable  dispatch  after  notice  to it  of  the  damage  or
destruction  and the collection of the insurance  proceeds  attributable to such
damage.

     21.02.  Subject to the provisions of Section  21.05,  if all or part of the
Premises  is  damaged  or   destroyed  or  rendered   completely   or  partially
untenantable on account of fire or other casualty, the Fixed Rent and Additional
Charges  under Article 4 and Article 5 shall be reduced in the  proportion  that
the  untenantable  area of the Premises bears to the total area of the Premises,
for the period  from the date of the damage or  destruction  to (a) the date the
damage to the Premises is substantially repaired, or (b) if the Building and not
the Premises is so damaged or destroyed,  the date on which the Premises is made
tenantable;  provided, however, should Tenant reoccupy a portion of the Premises
during  the period  the  repair  work is taking  place and prior to the date the
Premises  are  substantially  repaired  or made  tenantable,  the Fixed Rent and
Additional  Charges under  Article 4 and Article 5 allocable to such  reoccupied
portion,  based upon the proportion which the area of the reoccupied  portion of
the Premises bears to the total area of the Premises, shall be payable by Tenant
from the date of such occupancy.

     21.03.  If the Premises  shall be materially  (i.e.,30% or more) damaged or
destroyed by fire or other  casualty,  or if the Building shall be so damaged or
destroyed by fire or other casualty  (whether or not the Premises are damaged or
destroyed) that its repair or restoration requires the expenditure (as estimated
by a reputable  contractor or architect designated by Landlord) of more than 20%
of the full insurable value of the Building  immediately  prior to the casualty,
then in either such case  Landlord  may  terminate  this Lease by giving  Tenant
notice  to such  effect  within  180  days  after  the date of the fire or other
casualty  and the  Fixed  Rent and  Additional  Charges  shall be  prorated  and
adjusted as of the date of termination.

     21.04. Tenant shall not be entitled to terminate this Lease and no damages,
compensation  or claim shall be payable by Landlord for  inconvenience,  loss of
business or annoyance  arising from any repair or  restoration of any portion of
the Premises or of the Building  pursuant to this  Article.  Landlord  shall use
commercially  reasonable efforts to make such repair or restoration promptly and
in such manner as not  unreasonably to interfere with Tenant's use and occupancy
of the  Premises,  but  Landlord  shall  not be  required  to do such  repair or
restoration work except during Business Hours on Business Days.  Notwithstanding
the  foregoing,  if the repairs or restoration  is not  substantially  completed
within one hundred and eighty days of the damage or destruction, Tenant may give
not less than thirty days prior written notice to Landlord  commencing  with the
date of receipt of such notice by Landlord,  terminating  this Lease at any time
thereafter,  provided the repairs or restoration are not substantially completed
within such notice period.

     21.05.  Landlord  will not  carry  insurance  of any  kind on the  Tenant's
Property  and shall not be  obligated  to repair any  damage to or  replace  the
Tenant's Property.

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

ARTICLE 22 - Eminent Domain

     22.01.  Except as otherwise  provided in Section 22.05, if the whole of the
Building or the Premises shall be taken by  condemnation  or in any other manner
for any public or quasi public use or purpose,  this Lease shall terminate as of
the date of  vesting  of title on such  taking  (herein  called the "Date of the
Taking"),  and the Fixed  Rent and  Additional  Charges  shall be  prorated  and
adjusted as of such date.

     22.02.  Except as otherwise  provided in Section 22.05,  if any part of the
Building or the Land shall be so taken,  this Lease shall be  unaffected by such
taking,  except that (a) Landlord  may, at its option,  terminate  this Lease by
giving Tenant notice to that effect within 60 days after the Date of the Taking,
and (b) if any part of the Premises  shall be so taken and the remaining area of
the Premises shall not be reasonably  sufficient for Tenant to continue feasible
operation of its business,  or, (c) as reasonably  determined by Tenant,  if the
remainder  of the  Building  shall be taken so that it shall  not be  reasonably
feasible for Tenant to continue operation of its business,  or (d) fifty percent
or more of the parking areas is taken, Tenant may terminate this Lease by giving
Landlord notice to that effect within 60 days after the Date of the Taking. This
Lease shall  terminate  on the date that such notice from  Landlord or Tenant to
the other shall be given,  and the Fixed Rent and  Additional  Charges  shall be
prorated and adjusted as of such termination  date. Upon such partial taking and
this Lease  continuing in force as to any part of the  Premises,  the Fixed Rent
and  Additional  Charges  shall  be  adjusted  according  to the  rentable  area
remaining.

     22.03.  Except as otherwise  provided in Section  22.05,  Landlord shall be
entitled to receive the entire  award or payment in  connection  with any taking
without  deduction  therefrom  for any estate vested in Tenant by this Lease and
Tenant shall receive no part of such award.  Tenant hereby expressly  assigns to
Landlord  all of its  right,  title and  interest  in and to every such award or
payment.  Tenant,  however,  may make a  separate  claim for  value of  Tenant's
personal  property and fixtures and moving  expenses if permitted by law, and if
such claim would not reduce or delay any award to which Landlord would otherwise
be entitled.

     22.04.  Except as otherwise  provided in Section 22.05, in the event of any
taking of less than the whole of the  Building  and/or  the Land  which does not
result in termination of this Lease,  Landlord,  at its expense,  and whether or
not any award or awards shall be sufficient for the purpose,  shall proceed with
reasonable  diligence  to repair the  remaining  parts of the  Building  and the
Premises  (other  than  those  parts  of the  Premises  which  are the  Tenant's
Property) to  substantially  their former  condition to the extent that the same
may be  feasible  (subject  to  reasonable  changes  which  Landlord  shall deem
desirable) and so as to constitute  complete and tenantable the Building and the
Premises.

     22.05. If the temporary use or occupancy of all or any part of the Premises
is taken by  condemnation  or in any other manner for any public or quasi-public
use or purpose,  this Lease and the Term shall remain  unaffected by such taking
and Tenant shall continue to be  responsible  for all of its  obligations  under
this  Lease  (except  to the  extent  prevented  from so doing by reason of such
taking).  In such event Tenant shall be entitled to claim, prove and receive the
entire award unless the period of temporary use or occupancy  extends beyond the
expiration  date of this  Lease,  in which event  Landlord  shall be entitled to
claim,  prove  and  receive  that  portion  of  the  award  attributable  to the
restoration of the Premises,  and the balance of such award shall be apportioned
between  Landlord and Tenant as of the  expiration  date of this Lease.  If such
temporary  use or  occupancy  terminates  prior to the  expiration  date of this
Lease,  Tenant,  at its own  expense,  shall  restore the  Premises as nearly as
possible to its condition prior to the taking.

ARTICLE 23 - Surrender and Holding Over

     23.01. On the last day of the Term, or upon any earlier termination of this
Lease, or upon any reentry by Landlord upon the Premises,  Tenant shall quit and
surrender the Premises to Landlord  "broom-clean"  and in good order,  condition
and repair,  except for ordinary wear and tear and such damage or destruction as
Landlord  is required to repair or restore  under this Lease,  and Tenant  shall
remove all of the Tenant's  Property  therefrom  except as  otherwise  expressly
provided in this Lease.  No act or thing done by Landlord or its agents shall be
deemed an acceptance of a surrender of the Premises,  and no agreement to accept
such surrender shall be valid unless in writing and signed by Landlord.

     23.02.   If  Tenant  remains  in  possession  of  the  Premises  after  the
termination of this Lease without the execution of a new lease,  Tenant,  at the
option of  Landlord,  shall be deemed to be  occupying  the Premises as a tenant
from month to month,  subject to all of the other terms and  conditions  of this
Lease insofar as the same are applicable to a month-to-month  tenancy,  but at a
monthly  rental equal to one and one half times for the first thirty days and at
two times the monthly  Fixed Rent last payable by Tenant  hereunder  thereafter,
plus all Additional Charges payable hereunder. Nothing contained in this Section
shall  (i) imply  any  right of  Tenant  to  remain  in the  Premises  after the
termination  of this Lease without the execution of a new lease,  (ii) imply any
obligation  of Landlord to grant a new lease or (iii) be  construed to limit any
right or  remedy  that  Landlord  has  against  Tenant as a  holdover  tenant or
trespasser.

     23.03.  Tenant  expressly  waives,  for itself and for any person  claiming
through or under  Tenant,  any rights  which  Tenant or any such person may have
under the  provisions  of Section  2201 of the New York Civil  Practice  Law and
Rules and of any  similar or  successor  law of same  import  then in force,  in
connection with any holdover proceedings which Landlord may institute to enforce
the terms and conditions of this Lease.

ARTICLE 24 - Default

     24.01.  This Lease and the Term are subject to the limitation that whenever
Tenant,  makes an assignment for the benefit of creditors,  or files a voluntary
petition  under any  bankruptcy or insolvency  law, or an  involuntary  petition
alleging an act of bankruptcy  or  insolvency is filed against  Tenant under any
bankruptcy or insolvency law, or whenever a permanent  receiver of Tenant, or of
or for the  property  of Tenant,  is  appointed,  then (a) if such event  occurs
without the  acquiescence  of Tenant,  as the case may be, at any time after the
event  continues  for 60 days,  or (b) in any other  case at any time  after the
occurrence of any such event,  Landlord may give Tenant a notice of intention to
end the Term at the  expiration  of five days from the date of  service  of such
notice of intention, and upon the expiration of said five-day period this Lease,
whether or not the Term shall  theretofore have commenced,  shall terminate with
the same  effect  as if that day were the  expiration  date of this  Lease,  but
Tenant shall remain liable for damages as provided in Article 26.

     24.02. This Lease is subject to the further limitations that:

     (a) if Tenant  defaults  in the  payment  of any Fixed  Rent or  Additional
Charges, and such default continues for five days, or

     (b) if Tenant,  whether by action or inaction,  is in default of any of its
obligations  under this Lease (other than a default in the payment of Fixed Rent
or Additional  Charges) and such default continues and is not remedied within 30
days after  Landlord  gives to Tenant a notice  specifying  the same, or, in the
case of a default which cannot with due diligence be cured within a period of 30
days and the  continuance of which for the period required for cure will not (i)
subject Landlord or any Superior Lessor or Superior Mortgagee to prosecution for
a crime (as more  particularly  described  in Section  9.02) or (ii) result in a
default under any Superior Lease or any Superior  Mortgage,  if Tenant does not,
(1) within said 30-day period advise Landlord of Tenant's  intention to take all
steps  necessary to remedy such default,  (2) duly  commence  within said 30-day
period, and thereafter diligently prosecute to completion all steps necessary to
remedy the default and (3) complete such remedy within a reasonable time (and in
any event within one hundred  twenty [120] days),  after the date of said notice
of Landlord, or

     (c) if any event occurs or any contingency arises whereby this Lease or the
estate hereby granted or the unexpired  balance of the Term would,  by operation
of law or  otherwise,  devolve upon or pass to any person,  firm or  corporation
other than Tenant, except as expressly permitted by Article 8, or

     (d) if Tenant vacates or abandons the Premises, or

     (e) if Tenant (or any person which,  directly or indirectly,  controls,  is
controlled by, or is under common control with Tenant)  defaults under any other
lease with Landlord (or any person which,  directly or indirectly,  controls, is
controlled by, or is under common control with Landlord) and such default is not
remedied within the applicable  grace period,  if any,  provided  therefor under
such other lease,

then in any of said cases  Landlord  may give to Tenant a notice of intention to
end the Term at the expiration of five days from the date of the service of such
notice of  intention,  and upon the  expiration  of said  five days this  Lease,
whether or not the Term theretofore had commenced, shall terminate with the same
effect as if that day were the expiration  date of this Lease,  but Tenant shall
remain liable for damages as provided in Article 26.

ARTICLE 25 - Re-entry by Landlord

     25.01.  If Tenant  defaults in the payment of any Fixed Rent or  Additional
Charges,  and such default  continues for five days, or if this Lease terminates
as provided  in Article 24,  Landlord or  Landlord's  agents and  employees  may
immediately  or at any  time  thereafter  re-enter  the  Premises,  or any  part
thereof,  either by summary dispossess  proceedings or by any suitable action or
proceeding at law, or by force or otherwise, without being liable to indictment,
prosecution or damages therefor,  and may repossess the same, and may remove any
person  therefrom,  to the end  that  Landlord  may  have,  hold and  enjoy  the
Premises.  The  word  "re-enter,"  as  used  herein,  is not  restricted  to its
technical  legal  meaning.  If this Lease is terminated  under the provisions of
Article 24, or if Landlord  re-enters the Premises  under the provisions of this
Article 25, or in the event of the termination of this Lease, or of re-entry, by
or under any summary  dispossess or other  proceeding or action or any provision
of law by  reason of  default  hereunder  on the part of  Tenant,  Tenant  shall
thereupon pay to Landlord the Fixed Rent and  Additional  Charges  payable up to
the time of such termination of this Lease, or of such recovery of possession of
the  Premises  by  Landlord,  as the case may be, and shall also pay to Landlord
damages as provided in Article 26.

     25.02.  In the event of a breach or  threatened  breach by Tenant of any of
its  obligations  under  this  Lease,  Landlord  shall  also  have the  right of
injunction.  The special  remedies to which  Landlord may resort  hereunder  are
cumulative  and are not intended to be exclusive of any other  remedies to which
Landlord may lawfully be entitled at any time and Landlord may invoke any remedy
allowed  at law or in equity  as if  specific  remedies  were not  provided  for
herein.

     25.03. If this Lease  terminates  under the provisions of Article 24, or if
Landlord re-enters the Premises under the provisions of this Article,  or in the
event of the termination of this Lease, or of re-entry,  by or under any summary
dispossess  or other  proceeding  or action or any provision of law by reason of
default  hereunder on the part of Tenant,  Landlord  shall be entitled to retain
all  monies,  if any,  paid by Tenant to  Landlord,  whether  as  advance  rent,
security or otherwise, but such monies shall be credited by Landlord against any
Fixed Rent or Additional Charges due from Tenant at the time of such termination
or re-entry  or, at  Landlord's  option,  against any damages  payable by Tenant
under Article 26 or pursuant to law.

ARTICLE 26 - Damages

     26.01.  If this Lease is terminated  under the provisions of Article 24, or
if Landlord re-enters the Premises under the provisions of Article 25. or in the
event of the termination of this Lease, or of re-entry,  by or under any summary
dispossess  or other  proceeding  or action or any provision of law by reason of
default  hereunder  on the part of  Tenant,  Tenant  shall  pay to  Landlord  as
damages, at the election of Landlord, either:

     (a) a sum  which at the time of such  termination  of this  Lease or at the
time of any such re-entry by Landlord,  as the case may be,  represents the then
value of the excess,  if any, of (i) the aggregate  amount of the Fixed Rent and
the  Additional  Charges  under  Article 4 and  Article 5 which  would have been
payable by Tenant (conclusively presuming the average monthly Additional Charges
under Article 4 and Article 5 to be the same as were payable for the year, or if
less than 365 days have then elapsed since the  Commencement  Date,  the partial
year,  immediately  preceding  such  termination  or  re-entry)  for the  period
commencing  with such earlier  termination of this Lease or the date of any such
re-entry,  as the case may be,  and  ending  with the date  contemplated  as the
expiration  date hereof if this Lease had not so  terminated  or if Landlord had
not so  re-entered  the Premises,  over (ii) the  aggregate  rental value of the
Premises for the same period, or

     (b) sums equal to the Fixed Rent and the  Additional  Charges  which  would
have been  payable by Tenant had this Lease not so  terminated,  or had Landlord
not so reentered the  Premises,  payable upon the due dates  therefor  specified
herein   following  such  termination  or  such  re-entry  and  until  the  date
contemplated  as the expiration  date hereof if this Lease had not so terminated
or if Landlord had not so re-entered the Premises;  provided,  however,  that if
Landlord  shall relet the  Premises  during said period,  Landlord  shall credit
Tenant with the net rents  received by Landlord  from such  reletting,  such net
rents to be  determined  by first  deducting  from the  gross  rents as and when
received  by  Landlord  from such  reletting  the  expenses  incurred or paid by
Landlord  in  terminating  this  Lease or in  re-entering  the  Premises  and in
securing possession  thereof,  as well as the expenses of reletting,  including,
without  limitation,  altering  and  preparing  the  Premises  for new  tenants,
brokers'  commissions,  legal fees, and all other expenses  properly  chargeable
against the Premises and the rental therefrom, it being understood that any such
reletting  may be for a period  shorter or longer  than what would have been the
remaining  Term,  but in no event shall Tenant be entitled to receive any excess
of such net rents over the sums  payable by Tenant to  Landlord  hereunder,  nor
shall Tenant be entitled in any suit for the  collection of damages  pursuant to
this  subdivision  to a credit in  respect  of any net rents  from a  reletting,
except to the extent that such net rents are actually  received by Landlord.  If
the  Premises  or any part  thereof  should be relet in  combination  with other
space,  then  proper  apportionment  on a square foot basis shall be made of the
rent received from such reletting and of the expenses of reletting.

Additionally, Landlord shall also be entitled to recover from Tenant the (i) the
unamortized cost of Landlord's Work (if any) and any transaction  costs incurred
by  Landlord  in  connection  with  the  negotiation,   preparation,  operation,
interpretation  and  termination of this Lease,  as of the time of termination ,
(amortized  over the scheduled  initial term of this Lease) and the  unamortized
portion  of real  estate  brokerage  commissions  paid on behalf  of this  Lease
(amortized over the scheduled initial term of this Lease).

If the  Premises or any part  thereof is or are relet by Landlord for what would
have  been the  unexpired  portion  of the  Term,  or any part  thereof,  before
presentation of proof of such damages to any court,  commission or tribunal, the
amount of rent reserved upon such reletting shall,  prima facie, be the fair and
reasonable rental value for the Premises,  or part thereof,  so relet during the
term of the  reletting.  Landlord  shall not be liable in any way whatsoever for
its  failure or refusal to relet the  Premises  or any part  thereof,  or if the
Premises  or any part  thereof  are relet,  for its  failure to collect the rent
under  such  reletting,  and no such  refusal  or failure to relet or failure to
collect rent shall release or affect Tenant's liability for damages or otherwise
under this Lease.

     26.02. Suit or suits for the recovery of such damages,  or any installments
thereof,  may be  brought by  Landlord  from time to time at its  election,  and
nothing  contained  herein shall be deemed to require  Landlord to postpone suit
until the date when the Term would have expired if it had not been so terminated
under the  provisions  of Article  24, or under any  provisions  of law,  or had
Landlord  not  re-entered  the  Premises.  Nothing  herein  contained  shall  be
construed to limit or preclude  recovery by Landlord  against Tenant of any sums
or damages to which,  in addition to the damages  particularly  provided  above,
Landlord may lawfully be entitled by reason of any default hereunder on the part
of Tenant. Nothing herein contained shall be construed to limit or prejudice the
right of Landlord to prove and obtain as damages by reason of the termination of
this Lease or re-entry  on the  Premises  for the  default of Tenant  under this
Lease an amount  equal to the  maximum  allowed by any statute or rule of law in
effect at the time when, and governing the  proceedings  in which,  such damages
are to be proved  whether or not such amount be greater than,  equal to, or less
than any of the sums referred to in Section 26.01.

     26.03.  In addition,  if this Lease is terminated  under the  provisions of
Article  24, or if Landlord  re-enters  the  Premises  under the  provisions  of
Article 25, Tenant agrees that:

     (a) the  Premises  then  shall  be in the same  condition  as that in which
Tenant has agreed to  surrender  the same to Landlord at the  expiration  of the
Term;

     (b) Tenant shall have performed prior to any such  termination any covenant
of Tenant  contained  in this  Lease for the  making  of any  Alteration  or for
restoring or rebuilding the Premises or the Building, or any part thereof; and

     (c) for the  breach  of any  covenant  of Tenant  set  forth  above in this
Section 26.03, Landlord shall be entitled  immediately,  without notice or other
action by  Landlord,  to recover,  and Tenant  shall pay, as and for  liquidated
damages therefor,  the reasonable cost of performing such covenant (as estimated
by an independent contractor selected by Landlord).

ARTICLE 27 - Affirmative Waivers

     27.01. Tenant, on behalf of itself and any and all persons claiming through
or under Tenant,  does hereby waive and surrender all right and privilege  which
it,  they or any of them might have under or by reason of any  present or future
law, to redeem the Premises or to have a  continuance  of this Lease after being
dispossessed  or ejected  therefrom by process of law or under the terms of this
Lease or after the termination of this Lease as provided in this Lease.

     27.02.  If Tenant is in arrears  in  payment  of Fixed  Rent or  Additional
Charges,  Tenant waives  Tenant's right, if any, to designate the items to which
any  payments  made by Tenant are to be  credited,  and  Landlord  may apply any
payments made by Tenant to such items as Landlord sees fit,  irrespective of and
notwithstanding  any  designation  or request by Tenant as to the items to which
any such payments shall be credited.

     27.03.  Landlord  and  Tenant  hereby  waive  trial by jury in any  action,
proceeding  or  counterclaim  brought by either  against the other on any matter
whatsoever  arising  out  of or in  any  way  connected  with  this  Lease,  the
relationship of Landlord and Tenant,  Tenant's use or occupancy of the Premises,
including,  without limitation, any claim of injury or damage, and any emergency
and other statutory remedy with respect thereto.

     27.04.  Tenant shall not interpose any counterclaim of any kind, other than
mandatory  counterclaims  which  if not  interposed  will be  forfeited,  in any
summary  proceeding  commenced by Landlord to recover possession of the Premises
and shall not seek to consolidate such proceeding with any action which may have
been or will be brought by Tenant or any other person.

ARTICLE 28 - No Waivers

     28.01.  The failure of either party to insist in any one or more  instances
upon the strict performance of any one or more of the obligations of this Lease,
or to exercise any election herein contained, shall not be construed as a waiver
or  relinquishment  for  the  future  of the  performance  of  such  one or more
obligations  of this Lease or of the right to exercise  such  election,  but the
same shall  continue  and remain in full  force and effect  with  respect to any
subsequent  breach,  act or  omission.  The receipt by Landlord of Fixed Rent or
Additional  Charges with knowledge of breach by Tenant of any obligation of this
Lease shall not be deemed a waiver of such breach.

ARTICLE 29 - Curing Tenant's Defaults

     29.01. If Tenant defaults in the performance of any of Tenant's obligations
under  this Lease  beyond any  applicable  notice and grace  periods,  Landlord,
without  thereby  waiving  such  default,  may (but shall not be  obligated  to)
perform the same for the account and at the expense of Tenant, without notice in
a case of emergency,  and in any other case only if such default continues after
the  expiration  of 15 days from the date  Landlord  gives Tenant  notice of the
default.

     29.02.  Bills for any expenses  incurred by Landlord in connection with any
such  performance  by it for the  account  of  Tenant,  and bills for all costs,
expenses and  disbursements,  including  reasonable  counsel  fees,  involved in
collecting or  endeavoring  to collect the Fixed Rent or  Additional  Charges or
enforcing  or  endeavoring  to enforce  any rights  against  Tenant or  Tenant's
obligations hereunder,  including any cost, expense and disbursement involved in
instituting and prosecuting summary  proceedings or in recovering  possession of
the  Premises  after  default  by  Tenant  or  upon  the  expiration  or  sooner
termination  of this Lease,  and interest on all sums advanced by Landlord under
this Section  and/or  Section  29.01 at the Lease  Interest  Rate may be sent by
Landlord  to  Tenant  monthly,  and such  amounts  shall be due and  payable  in
accordance with the terms of such bills.

ARTICLE 30 - Broker

     30.01.  Tenant  represents  that no broker  except  Newmark of Long  Island
(herein  collectively called the "Broker") was instrumental in bringing about or
consummating  this Lease and that Tenant had no  conversations  or  negotiations
with any broker except the Broker concerning the leasing of the Premises. Tenant
shall indemnify and hold harmless  Landlord  against and from any claims for any
brokerage  commissions  and all costs,  expenses and  liabilities  in connection
therewith, including, without limitation,  attorneys' fees and expenses, arising
out of any  conversations  or  negotiations  had by Tenant with any broker other
than the Broker.  Landlord shall pay any brokerage commissions due the Broker as
per a separate agreement between Landlord and the Broker.

ARTICLE 31 - Notices

     31.01. Any notice,  consent,  approval or other  communication  required or
permitted to be given, rendered or made by either party to the other shall be in
writing  (whether or not so stated  elsewhere in this Lease) and shall be deemed
to have  been  properly  given,  rendered  or made  only if  either  (a) sent by
registered  or certified  mail,  return  receipt  requested,  posted in a United
States post office station or letter box in the continental  United States,  (b)
hand delivered,  or (c) delivered by recognized  national overnight courier,  in
any of which events addressed to the other party at the address  hereinabove set
forth (except that after the Commencement Date, Tenant's address,  unless Tenant
shall give notice to the contrary,  shall be the Premises),  and shall be deemed
to have been  given,  rendered or made either (i) on the first day after the day
so mailed,  unless  mailed  outside  of the State of New York,  in which case it
shall be deemed to have been given,  rendered or made on the third  business day
after the day so mailed,  or (ii) on the day  received  or  delivery  refused if
delivered by nationally  recognized  national courier or hand delivered.  Either
party may, by notice as  aforesaid,  designate a different  address or addresses
for notices,  statements,  demands, consents,  approvals or other communications
intended for it. A duplicate  original of any notice given to Landlord  shall be
simultaneously and similarly sent by Tenant to the attention of Morton R. Ruden,
Esq., 19 Ludlow Road,  Westport,  Connecticut 06880, and a copy of any notice to
Tenant shall be  simultaneously  and similarly sent by Landlord to the attention
of:            .

ARTICLE 32 - Estoppel Certificates

     32.01. Each party shall, at any time and from time to time, if requested by
the other party with not less than 10 days' prior notice, execute and deliver to
the other a statement certifying that this Lease is unmodified and in full force
and effect (or if there have been modifications,  that the same is in full force
and effect as modified and stating the  modifications),  certifying the dates to
which the Fixed Rent and Additional  Charges have been paid,  stating whether or
not,  to the best  knowledge  of the  signer,  the other  party is in default in
performance of any of its obligations  under this Lease,  and, if so, specifying
each such default of which the signer shall have knowledge,  and stating whether
or not, to the best  knowledge of the signer,  any event has occurred which with
the  giving of notice or  passage  of time,  or both,  would  constitute  such a
default, and, if so, specifying each such event, it being intended that any such
statement  delivered  pursuant  hereto  shall  be  deemed a  representation  and
warranty to be relied upon by the party requesting the certificate and by others
with whom such party may be dealing,  regardless of  independent  investigation.
Tenant  also  shall  include  in  any  such  statement  such  other  information
concerning this Lease as Landlord may reasonably request.

ARTICLE 33 - Execution and Delivery of Lease

     33.01.  Submission by Landlord of the within Lease for review and execution
by Tenant  shall  confer no rights nor impose any  obligations  on either  party
unless and until both  Landlord  and Tenant shall have  executed  this Lease and
duplicate originals thereof shall have been delivered to the respective parties.

ARTICLE 34 - Recording of Lease

     34.01.  At  the  request  of  Landlord,   Tenant  shall  promptly  execute,
acknowledge and deliver to Landlord a memorandum in respect of this Lease and/or
any amendment or  modification of this Lease  sufficient for recording,  setting
forth only the matters  required  to be set forth  pursuant to Section 291 -c of
the New York Real  Property Law as such  section  exists on the date of request.
Such memorandum  shall not in any  circumstance be deemed to change or otherwise
affect any of the terms of this  Lease.  Tenant  shall not record  this Lease or
said memorandum or any other document related hereto.

ARTICLE 35 - Parking

     35.01.  Landlord shall,  without charge to Tenant (except as consequence of
the cost thereof being  included in Operating  Expenses),  provide and maintain,
for the  non-exclusive  use of Tenant's  employees and  invitees,  parking areas
sufficient to accommodate at least  40standard  size  automobiles in the area(s)
shown as "parking" on the plan  attached  hereto as Exhibit D. Landlord will not
police any of said parking areas and will not be responsible, nor shall there be
any  reduction or abatement of rent, if such spaces are used by others or if, at
times,  adequate  parking is not available due to others  parking in the parking
areas.  In the  event  Landlord  utilizes  such  parking  areas  for  Landlord's
development purposes, Landlord will provide Tenant with substantially equivalent
parking  facilities.  If handicapped  parking  changes are required by virtue of
Tenant's use of the  Premises,  Landlord  will  cooperate  with Tenant to modify
handicapped  parking.  However, any and all expenses or any delays occasioned by
such changes shall be at the sole cost and be the sole  responsibility of Tenant
and there shall be no abatement or reduction of rent or other charges  hereunder
by virtue of any costs or delays as a result thereof.

ARTICLE 36 - Environmental Compliance

     36.01.  Tenant assumes sole and full responsibility for compliance with all
applicable  Federal,  state and local  environmental  statutes,  regulations and
ordinances   (including   licensing   and   permitting)   (herein   called   the
"Environmental  Laws") in  respect  of the  Premises  and  agrees to  indemnify,
defend,  save and hold harmless  Landlord and all Superior  Lessors and Superior
Mortgagees, and its and their respective members, managers, partners, directors,
officers,  agents and  employees  from and against any and all claims,  demands,
losses and liability (including  reasonable  attorneys' fees) resulting from any
alleged or actual violation of Environmental  Laws in respect of the Building or
the  Project by Tenant or any of its  subtenants  or  licensees  or its or their
employees or contractors.  Tenant assumes sole and full  responsibility  for all
present  and future  acts or  omissions  of Tenant or any of its  subtenants  or
licensees  or its or their  employees  or  contractors  while at, near or on the
Project  at the  request  or on behalf of Tenant  and  covenants  and  agrees to
indemnify,  defend, save and hold harmless Landlord and all Superior Lessors and
Superior Mortgagees, and its and their respective partners, directors, officers,
agents and employees,  from and against any and all claims, demands, losses, and
liability (including  reasonable  attorneys' fees) resulting from any alleged or
actual violation  thereof,  including,  but not limited to, personal injury (and
death resulting therefrom),  property damage,  damage to natural resources,  and
strict liability under  Environmental Laws. The provisions of this Section 36.01
shall survive the expiration or termination of this Lease.

ARTICLE 37 - Signs

         37.01. Tenant may not place signs anywhere in the Project, including on
the exterior of the Building, without the prior written consent of Landlord. All
signage is subject to Landlord's prior written approval of size, design
(including lettering and type) and color/ Subject to the foregoing, Tenant may
install its name on the door(s) to their office suite. Tenant will be identified
on any monument and interior building directory.

     For exterior signage, and subject to the Landlord's approval,  both parties
shall work with Tenant's  architect to create mutually  agreeable exterior suite
identification within the following parameters:

          a. It must comply with local municipal codes and regulations.
          b. It must fit within the esthetics of the Building.
          c. It does not and will not limit  Landlord's  ability to install  and
     permit or have installed other exterior signage on the Building.

ARTICLE 38 - Approval Contingency

     38.01.  This Lease  shall not be  effective  until and unless  approved  in
writing by Mortgagee. If Mortgagee disapproves this Lease, then this Lease shall
be deemed null and void and of no effect.  Any such approval in accordance  with
the  provisions  of  this  Article  38  shall  be  deemed   retroactive  to  the
Commencement  Date.  Notwithstanding  any provision to the  contrary,  if Tenant
occupies  the  Premises  or causes  any work to be  performed  thereon  prior to
receipt of  Mortgagee's  approval  or  disapproval,  then as between  Tenant and
Landlord the  provisions of this Lease shall be applicable and  enforceable.  If
Mortgagee  does not give its  approval or  disapproval  within 20 days after the
date hereof,  either party may give notice of  cancellation of this Lease to the
other after said 20-day period but prior to the giving of said approval,  and if
either party gives such cancellation  notice timely,  this Lease shall be deemed
null and void and of no effect.

ARTICLE 39 - Relocation of Premises

     39.01.  Landlord may, at its option, before or after the Commencement Date,
elect by notice to Tenant to substitute for the Premises other  equivalent space
in the Project (herein called the "Substitute Premises") designated by Landlord,
provided that the Substitute  Premises  contains at least the same usable square
foot area as the Premises.  Landlord's  notice shall be accompanied by a plan of
the Substitute Premises,  and such notice or the plan shall set forth the usable
square foot area of the Substitute  Premises.  Tenant shall vacate and surrender
the Premises and shall occupy the  Substitute  Premises  promptly  (and,  in any
event,  not later than 15 days) after Landlord has  substantially  completed the
work to be performed by Landlord in the Substitute  Premises pursuant to Section
39.02. Tenant shall pay the same Fixed Rent and Additional Charges under Article
4 and Article 5 with  respect to the  Substitute  Premises as were  payable with
respect to the  Premises,  without  regard to the usable square foot area of the
Substitute Premises.

     39.02.   Tenant  shall  not  be  entitled  to  any   compensation  for  any
inconvenience or interference  with Tenant's  business,  nor to any abatement or
reduction of Fixed Rent or Additional Charges, but Landlord shall, at Landlord's
expense,  do the following:  (a) furnish and install in the Substitute  Premises
fixtures,  equipment,  improvements and appurtenances at least equal in kind and
quality  to  those  contained  in  the  Premises  at the  time  such  notice  of
substitution  is given by Landlord,  (b) provide to Tenant  personnel to perform
under  Tenant's  direction the moving of Tenant's  Property from the Premises to
the Substitute  Premises,  (c) promptly reimburse Tenant for Tenant's actual and
reasonable  out-of-pocket  costs  incurred  by  Tenant  in  connection  with the
relocation of any telephone or other communications  equipment from the Premises
to the  Substitute  Premises,  and (d) promptly  reimburse  Tenant for any other
actual and reasonable  out-of-pocket costs incurred by Tenant in connection with
the Tenant's  move from the Premises to the  Substitute  Premises  provided such
costs  are  approved  by  Landlord  in  advance,  which  approval  shall  not be
unreasonably withheld or delayed.  Tenant shall cooperate with Landlord so as to
facilitate  the prompt  completion  by  Landlord of its  obligations  under this
Section and the prompt surrender by Tenant of the Premises. Without limiting the
generality of the preceding sentence,  Tenant shall provide to Landlord promptly
any approvals or  instructions,  and any plans and  specifications  or any other
information reasonably requested by Landlord.

     39.03.  From and after the date that Tenant actually vacates and surrenders
the Premises,  this Lease (a) shall no longer apply to the  Premises,  except in
respect of obligations which accrued on or prior to such surrender date, and (b)
shall apply to the Substitute  Premises as if the  Substitute  Premises had been
the space originally demised under this Lease.

ARTICLE 40 - Partnership or Multi-Person Tenant

     40.01.  If the original  Tenant  herein named is a  partnership  or limited
liability  company (or is comprised of two or more persons,  individually  or as
co-partners  of a partnership or members of a limited  liability  company) or if
Tenant's  interest  in this  Lease  is  assigned  to a  partnership  or  limited
liability company (or to two or more persons,  individually or as co-partners of
a  partnership  or  members  of a  limited  liability  company),  the  following
provisions  shall  apply:  (a) the  liability of each of the persons at any time
comprising  Tenant  shall be joint and  several,  (b) each of the persons at any
time comprising Tenant shall be bound by (i) any written instrument  executed by
Tenant or any successor  Tenant  changing,  modifying,  extending or discharging
this Lease, in whole or in part, or surrendering all or any part of the Premises
to  Landlord,  (ii)  any  Notices  given  by  Tenant  or by any  of the  persons
comprising  Tenant,  and (iii) any  statement  executed  by Tenant or any of the
persons comprising  Tenant,  pursuant to Section 32.01, (c) any notices given to
Tenant  or to any of such  persons  shall  be  binding  on  Tenant  and all such
persons, (d) if Tenant admits new partners, or members, all of such new partners
or members, shall, by their admission to Tenant, be deemed to have assumed joint
and several  liability for the performance of all of Tenant's  obligations under
this Lease,  (e) Tenant shall give prompt notice to Landlord of the admission of
any such new  partners  or members,  and on demand of Landlord  shall cause each
such new partner or member to execute and  deliver to Landlord an  agreement  in
form  satisfactory  to Landlord  wherein each such new partner or member assumes
joint and several  liability for the performance of all of Tenant's  obligations
under this Lease (but neither  Landlord's  failure to request any such agreement
nor the failure of any such new partner or member to execute or deliver any such
agreement  to  Landlord  shall  vitiate  the  provisions  of clause  (d) of this
Section),  and (f) the death,  adjudication  of incompetency or withdrawal of an
individual  comprising  Tenant or of an  individual  partner or member shall not
relieve him or his personal representatives of any liability for the performance
of Tenant's obligations under this Lease.

ARTICLE 41 - Security Deposit

     41.01. Tenant has deposited with Landlord the sum of $27,500.00 as security
for the faithful  performance  and observance by Tenant of the terms,  covenants
and conditions of this Lease.  It is agreed that in the event Tenant defaults in
respect of any of the terms,  covenants  and  conditions of this Lease (and such
default  continues  beyond  the  expiration  of any  applicable  grace  period),
including,  but not  limited  to,  the  payment  of any of the  Fixed  Rent  and
Additional Charges,  Landlord may, but shall not be obligated to, use, apply, or
retain the whole or any part of the security so deposited to the extent required
for payment of the Fixed Rent or Additional Charges or any other sum as to which
Tenant is in default or for any sum which Landlord may expend or may be required
to expend by reason of  Tenant's  default,  including  but not  limited,  to any
damages or  deficiency  in  reletting  of the  Premises  (or any part  thereof),
whether such damages or deficiency  accrued before or after summary  proceedings
or other reentry by Landlord.  Tenant shall, upon demand,  deposit with Landlord
the full amount so used,  applied or retained in order that Landlord  shall have
the full security deposit on hand at all times during the term of this Lease.

     41.02. In the event that Tenant shall fully and faithfully  comply with all
of the terms,  covenants  and  conditions of this Lease,  the security  shall be
returned  to Tenant  within  thirty (30) days after the date fixed as the end of
this Lease and after the later of delivery, of entire possession of the Premises
to  Landlord  in the  conditions  as then  required  by  this  Lease  and  after
compliance  by  Tenant  with  all of the  terms  and  conditions  of this  Lease
(provided that Landlord may retain a reasonable  amount thereof  pending payment
of Additional  Charges for Operating  Expenses and Taxes for any final period of
this Lease).

     41.03.  Tenant  further  covenants  that it will not assign or  encumber or
attempt to assign or encumber,  moneys  deposited  herein as security,  and that
neither  Landlord  nor its  successors  or  assigns  shall  be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.

     41.04.  The  security  shall  be held in a  separate  non  interest-bearing
account with a bank  located in the State of New York and Landlord  shall notify
Tenant of the location of such bank.

ARTICLE 42 - Miscellaneous

     42.01 . Tenant expressly acknowledges and agrees that Landlord has not made
and is not making,  and Tenant,  in executing and delivering  this Lease, is not
relying upon, any warranties, representations, promises or statements, except to
the extent that the same are  expressly  set forth in this Lease or in any other
written  agreement which may be made between the parties  concurrently  with the
execution  and delivery of this Lease and which  expressly  refer to this Lease.
All understandings and agreements  heretofore had between the parties are merged
in this Lease and any other written agreements made concurrently herewith, which
alone fully and  completely  express the  agreement of the parties and which are
entered into after full investigation,  neither party relying upon any statement
or  representation  not embodied in this Lease or any other  written  agreements
made concurrently herewith.

     42.02. No agreement shall be effective to change,  modify,  waive, release,
discharge,  terminate  or effect an  abandonment  of this Lease,  in whole or in
part, unless such agreement is in writing, refers expressly to this Lease and is
signed  by the party  against  whom  enforcement  of the  change,  modification,
waiver,  release,  discharge,  termination or effectuation of the abandonment is
sought.  If Tenant shall at any time request  Landlord to relet the Premises for
Tenant's  account,  Landlord or its agent is authorized to receive keys for such
purpose without  releasing Tenant from any of its obligations  under this Lease,
and Tenant hereby  releases  Landlord of any liability for loss or damage to any
of the Tenant's Property in connection with such reletting.

     42.03.   Except  as  otherwise   expressly  provided  in  this  Lease,  the
obligations  of this Lease shall bind and benefit the  successors and assigns of
the parties hereto with the same effect as if mentioned in each instance where a
party is named or referred to; provided,  however,  that (a) no violation of the
provisions  of Article 8 shall  operate to vest any rights in any  successor  or
assignee of Tenant and (b) the provisions of this Article shall not be construed
as modifying the conditions of limitation  contained in Article 24. No provision
in this Lease shall be  construed  for the benefit of any third party  except as
expressly provided herein.

     42.04. The obligations of Tenant hereunder shall not be affected,  impaired
or  excused,  nor shall  Landlord  have any  liability  to Tenant,  because  (a)
Landlord  is  unable  to  fulfill,  or is  delayed  in  fulfilling,  any  of its
obligations  under  this  Lease  by  reason  of  strike,  other  labor  trouble,
governmental  preemption of priorities  or other  controls in connection  with a
national or other public emergency,  or shortage of fuel,  supplies or labor, or
any other cause,  whether similar or dissimilar,  beyond  Landlord's  reasonable
control; or (b) of any failure or defect in the supply, quantity or character of
electricity,  steam,  oil, gas or water furnished to the Premises,  by reason of
any  requirement,  act or omission of the public utility or other entity serving
the Building with electric  energy,  steam,  oil, gas or water, or for any other
reason whether similar or dissimilar, beyond Landlord's reasonable control.

     42.05.  All references in this Lease to the consent or approval of Landlord
shall be deemed to mean only the written consent or approval of Landlord, and no
consent or approval of Landlord  shall be effective for any purpose  unless such
consent or approval is set forth in a written  instrument  executed by Landlord.
If Tenant requests Landlord's consent and Landlord fails or refuses to give such
consent,  Tenant  shall not be entitled to any  damages for any  withholding  by
Landlord of its consent, it being intended that Tenant's sole remedy shall be an
action for specific  performance  or  injunction,  and that such remedy shall be
available  only in those cases where this Lease  provides  that Landlord may not
unreasonably  withhold  its consent or where as a matter of law Landlord may not
unreasonably withhold its consent.

     42.06.  If an  excavation  is made  upon  land  adjacent  to or  under  the
Building, or is authorized to be made, Tenant shall afford to the person causing
or  authorized to cause such  excavation,  license to enter the Premises for the
purpose of performing such work as said person shall deem necessary or desirable
to preserve  and protect the  Building  from injury or damage and to support the
same by proper  foundations,  without any claim for damages or liability against
Landlord and without reducing or otherwise affecting Tenant's  obligations under
this Lease.

     42.07.  Tenant  agrees  that the  exercise  of its rights  pursuant  to the
provisions  of  Article  12 or of any  other  provisions  of this  Lease  or the
Exhibits  hereto  shall not be done in a manner which would  violate  Landlord's
union contracts affecting the Project, nor create any work stoppage,  picketing,
labor disruption or dispute or any interference with the business of Landlord or
any tenant or occupant of the Project.

     42.08.  Irrespective of the place of execution or  performance,  this Lease
shall be governed by and construed in  accordance  with the laws of the State of
New York.  If any  provision  of this  Lease or the  application  thereof to any
person or circumstances  shall, for any reason and to any extent,  be invalid or
unenforceable, the remainder of this Lease and the application of that provision
to other  persons or  circumstances  shall not be affected  but rather  shall be
enforced  to the  extent  permitted  by law.  The table of  contents,  captions,
headings and titles in this Lease are solely for  convenience  of reference  and
shall not  affect its  interpretation.  This Lease  shall be  construed  without
regard to any presumption or other rule requiring construction against the party
causing this Lease to be drafted. Each covenant, agreement,  obligation or other
provision of this Lease on Landlord's or Tenant's part to be performed, shall be
deemed and  construed  as a separate  and  independent  covenant  of Landlord or
Tenant,  as the case may be, not dependent on any other provision of this Lease.
All terms and words used in this  Lease,  regardless  of the number or gender in
which they are used,  shall be deemed to include any other  number and any other
gender as the context may require.

     42.09 Tenant  warrants and  represents  that all financial  statements  and
materials  furnished to Landlord by or on behalf of Tenant of any obligations of
Tenant are true,  accurate and  complete.  Tenant shall furnish to Landlord upon
demand,  in  each  instance  prepared  in  accordance  with  generally  accepted
accounting  principles  consistently applied and otherwise in form and substance
satisfactory  to Landlord,  annual  financial  statements of Tenant,  including,
without limitation,  statements of financial condition, income and cash flows, a
reconciliation of net worth, a listing of all contingent  liabilities,  notes to
financial statements, and any other information requested by Landlord,  prepared
on a compilation basis by a certified public accountant acceptable to Landlord.

<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of
the day and year first above written.

                                    LANDLORD:
                                    50 ENGINEERS ROAD H. LLC



                                    By:
                                    a member


                                    TENANT:
                                    HIRSCH INTERNATIONAL CORP.



                                    By:
                                    Name:
                                    Title:

Tenant's Federal Employer Identification Number

<PAGE>


FORM OF ACKNOWLEDGMENT TO BE TAKEN WITHIN NEW YORK STATE

State of New York             )
                              ) ss.:
County of                     )

On the day of                 , in the year     , before me personally appeared
                         , personally  known to  me or  proved  to me  on  the
basis of satisfactory  evidence to be the  individual(s)  whose name(s) is (are)
subscribed to the within  instrument  and  acknowledged  to me that  he/she/they
executed  the same in  his/her/their  capacity(ies),  and that by  his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.


                                  ----------------------
                                  Notary Public

FORM OF ACKNOWLEDGMENT TAKEN OUTSIDE NEW YORK STATE

State of                            )
                                    ) ss.:
County of                           )

On the day of                  , in the year       , before me, the undersigned,
personally appeared                    , personally known to me or proved to me
on the basis of satisfactory  evidence to be the individual(s)  whose name(s) is
(are)  subscribed  to  the  within   instrument  and  acknowledged  to  me  that
he/she/they   executed  the  same  in  his/her/their   capacity(ies),   that  by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
upon behalf of which the individual(s) acted, executed the instrument,  and that
such individual made such appearance before the undersigned in the (City) (Town)
of                , State of            .


                                        -------------------------
                                        Notary Public

<PAGE>
                                    EXHIBIT A

                                PLAN OF PREMISES


<PAGE>

                                    EXHIBIT B

SCHEDULE OF FIXED RENT

LEASE YEAR        ONE
FIXED RENT
PER ANNUM         $164,637.00 PAYABLE $13,719.75 PER MONTH

LEASE YEAR        TWO

FIXED RENT
PER ANNUM         $170,399.30 PAYABLE $14,199.94 PER MONTH

LEASE YEAR        THREE

FIXED RENT
PER ANNUM         $176,363.27 PAYABLE $14,696.94 PER MONTH


LEASE YEAR        FOUR

FIXED RENT
PER ANNUM         $182,535.98 PAYABLE $15,211.33 PER MONTH


LEASE YEAR        FIVE

FIXED RENT
PER ANNUM         $188,924.74 PAYABLE $15,743.73 PER MONTH


AS SET FORTH IN SECTION 1.04 OF THE  LEASE

<PAGE>

                                    EXHIBIT C

                                 LANDLORD'S WORK

I. LANDLORD'S WORK AT LANDLORD'S EXPENSE

Landlord will provide the following work to the Premises,  Building  and/or Land
at Landlord's Expense:

1.   Exterior  site  work   required  by  the  approved  site  plan,   including
     landscaping,  parking lot resurfacing and striping, new curbs and sidewalks
     and new site lighting estimated at $100,000.00 .
2.   Install three new windows on west side of building servicing the new office
     area  estimated at $6,000.00.  3. Power wash front exterior of the Building
     and  repair  dent in metal  panel  above  door (or at option  of  Landlord,
     replace the panel).


II. LANDLORD'S WORK AT TENANT'S EXPENSE

Landlord will perform and manage the permitting and construction of the Premises
per the attached  Floor Plan and following  Work Letter.  If the attached  Floor
Plan conflicts with the written Work Letter, then the Floor Plan will govern.

Base building costs relating to the following  shall be performed by Landlord at
Tenant's expense:

1.   Demolition of space
2.   Installation of demising walls if not existing
3.   Introduction of sub-metered utilities to space envelope
4.   Installation of exterior windows and skin improvements, if applicable
5.   Installation or refurbishment of HVAC units with drops to office spaces
6.   Installation of the following if any exist: common lobby, elevator,  common
     entrance and common restrooms.
7.   Completion  of  Architectural  and  Engineering,   including   Construction
     Drawings  to complete  the site,  Premises  and  Building  improvements  to
     complete the Premises
8.   Completion and filing of all permit applications, including filing fees
9.   Procuring the Building Permit
10.  Procuring, with Tenant's assistance, the Certificate of Occupancy

LANDLORD shall furnish all labor,  equipment and materials  (except for specific
exclusions  attached  hereto) as required to construct  tenant-demised  premises
according  to NYS Building  Code and NYS Fire  Prevention  Code.  All work to be
building standard and from building standard samples.


                                 SPECIFICATIONS

1. PARTITIONS

     A.   Demising  walls  shall be  constructed  of 3 5/8" 25 gauge steel studs
          with 2 layers of 5/8" fire code drywall (one each side) and insulation
          required for fire rating from floor to underside of steel roof deck in
          quantities as listed.

     B.   LANDLORD will erect lineal interior  office  partitions with 3 5/8" 25
          gauge steel  studs,  16" on center with a single layer of 5/8" drywall
          on both sides to bottom of the hung acoustical ceiling grid. Joints to
          be  taped  and  spackled,  three  coats.  Exterior  corners  shall  be
          furnished  with metal  corner  beads.  Drywall  installation  to be in
          accordance with U.S. Gypsum  specifications.  Tenant shall be provided
          with one linear foot of drywall  partitioning for every 20 square feet
          of usable office space rented.

     C.   Sound Baffles and Filler Panels
          Where any type of  partition  intersects  a window  mullion,  a filler
          panel shall be provided.  Sound  baffles and filler  panels shall have
          the same sound transfer coefficient of material of which the partition
          is constructed.


2. DOOR FRAMES AND HARDWARE

     A.   Ordinary Doors

          Doors  will be 1 3/4"  Rotary  Birch  Veneer  solid  core  wood  doors
          standard  to building  doors.  Such doors shall be set in a knock down
          hollow metal door buck equipped with one and one half pair 4 1/2" door
          butts and include a passage set of standard building finish. All doors
          shall be undercut as required.

     B.   Hardware

          1. Door  closers  shall be  provided  for all doors  opening on public
          corridors  and at  other  locations  where  closers  are  required  by
          building codes.

          2. A heavy-duty floor or wall stop shall be provided for every door.

          3. All lockset hardware shall be lever style Sargent 7 line or equal.

          4.  TENANT  shall be  provided  with one lock set per  entrance  door.
          Keying shall be supplied by TENANT.

     C.   Door Saddles and Reducing Strips
          Door saddles or reducing  strips shall be furnished  between  carpeted
          and non-carpeted areas.

3. CEILINGS

     A.   Ceiling Heights

          The ceiling  heights  throughout the entire office area shall be 8'-6"
          from the  finished  floor or as high as  possible  due to  constraints
          caused by mechanical  ductwork,  piping or fixtures.  Ceiling shall be
          2'x4'  non-directional  fissured  acoustical ceiling tile by Armstrong
          with 15/16" hung grid system finished in standard white color.

4. FLOORING

     LANDLORD will provide Tenant with the option of 1/8" vinyl composition tile
     (Armstrong  or  equal)  in  standard  colors  or  22oz.  Building  Standard
     Carpeting as  manufactured  by Shaw  Industries  in colors as selected from
     samples  provided by  Landlord.  A 4" cove vinyl wall base will be provided
     throughout in manufacturer's standard colors.


5. WALL TREATMENT

     A.   Painting

          1. Painting of all walls, vertical furring,  non-acoustical  ceilings,
          doors,  frames,  and all metal surfaces not having a factory finish to
          consist of one coat  primer and two finish  coats of paint,  egg shell
          finish (doors and trim may be in semi-gloss finish) in not more than 2
          TENANT  selected  colors.  Paint to be  selected  by TENANT from owner
          supplied samples.


6. LIGHTING

     A.   Fixtures

          1. Furnish  recessed  lighting  fixtures with energy  efficient  rapid
          start  ballasts  and  an  acrylic  prismatic  plastic  diffuser  where
          required by design conditions, with a maximum of 1 per 85 square feet,
          a 2'x4' fixture designed to contain (3) 20 watt fluorescent lamps will
          be installed.  Where air conditioning ducts or other obstructions will
          not permit the use of standard depth fluorescent  fixtures,  a shallow
          type fixture will be  substituted so as to maintain  adjacent  ceiling
          levels.  The  number  of  fixtures  furnished  and  installed  will be
          adequate to furnish a lighting level of 50-foot  candles in office and
          work areas, and 40-foot candles in hallways and lavatories.

          2. Miscellaneous fluorescent fixtures shall be provided, complete with
          lamps, for such areas as mechanical  rooms,  bathrooms (if applicable)
          and exits,  in  quantities  to conform to building  codes  and/or good
          practice.

          3.  Emergency  and egress  lighting  shall be  provided as required to
          comply with all applicable codes.

     B.   Switches

          All single poles  switches,  or 3-way switches and  associated  wiring
     facilities  required to service the lighting  fixtures shall be provided in
     locations  and  quantities  shown.  Breaker  control  shall be  provided to
     lighting fixtures except when otherwise directed by TENANT.


7. ELECTRICAL

     A.   Metering

          If  separate  metering  of  electrical  consumption  by the  TENANT is
          required,  Landlord  shall  furnish,  install  and connect all wiring,
          cabinets,  switches  and  sub-meter  equipment in order to perform the
          metering function by the  Landlord/utility.  Meter shall be located in
          the  building  meter  room  or  another  room  deemed   necessary  and
          established by the LANDLORD.

     B.   Distribution System

          1. Distribution panels for lighting and electrical  equipment shall be
     of the circuit breaker type including counter-pulsation equipment and shall
     contain 20% spare  capacity in each panel with space  necessary  for future
     circuit breakers.

          2. Electrical  power and  distribution  panels shall be installed with
     circuit  breakers,  safety  switches,  conduit,  transformers  and required
     wiring  facilities  to such panel for TENANT's use in  connection  with its
     special  business  machines,  employee lunch room (if applicable) and other
     special  electrical  requirements on approved plan.  Landlord shall provide
     electrical outlets within office space. One outlet for every 60 square feet
     of useable space shall be provided in locations as required by Tenant or as
     determined by best practice. Specific code required outlets will be located
     and balance will be for Tenant's use.

          3. All  circuit  wiring  from the  lighting  and  power  panels to the
     various  outlets shall be as selected by LANDLORD as building  standard and
     in accordance with local electrical codes.

          4.  Electrical  receptacles  shall be  circuited  separately  from the
     lighting  fixtures and in accordance  with local codes but no more than ten
     duplex receptacles shall be included on one circuit.

          4.  Low  voltage  wiring  without  conduits  may be run in  peripheral
     enclosures and/or hung ceilings to the extent  practicable and permitted by
     local codes and Verizon.

          5.  LANDLORD  shall  provide (2)  dedicated  outlets  and  circuits in
     locations  as selected  by TENANT for use by special  office  equipment  as
     applicable (i.e.: copiers, refrigerator, etc)


8. HEATING, VENTILATING and AIR CONDITIONING

     A.   Office Area Air Conditioning/Heating/Ventilating

          1.  Connection  to  HVAC  units  sized  appropriately  for  the  space
          including all ductwork for complete distribution throughout premises.

          2. Galvanized steel ductwork for air distribution including:

               a.   Supply ductwork, return plenum
               b.   Fresh air intake
               c.   Registers, grilles, diffusers and balancing dampers
               d.   Return air ductwork not used,  ceiling  plenum return system
                    utilized
               e.   All ductwork design and construction as per ASHRAE.

          3. Provide exhaust sufficient to comply with code for Tenant bathrooms
          (if applicable).

     B.   Design Criteria

          1.  Cooling:  Maintain  78  degrees  during  the  summer,  maximum  DB
     temperature with a relative  humidity of 50 percent and outside  conditions
     95 degrees with a prevailing wind velocity not exceeding 15 MPH.

          2. Heating: Maintain 72 degrees during the winter, minimum temperature
     with outside  conditions of zero degrees and a prevailing wind velocity not
     exceeding 15 MPH.

9. FIRE ALARM & SPRINKLER SYSTEM

     A.   Fire Alarm System

          A code  compliant  fire alarm  system  complete  with all  devices and
          remote   annunciator  panel  shall  be  provided  for  typical  office
          occupancy.  Any additional  requirements  due to special uses shall be
          borne directly by Tenant.

     B.   Fire Sprinkler System

          Fire  sprinklers,  if required by code shall be provided in accordance
          with code for typical office  occupancy.  Any additional  requirements
          due to special uses shall be borne directly by the Tenant.

10. PLUMBING

     A.   All  plumbing  fixtures  shall be  included  within the common area as
          constructed by the Landlord.  No provision for private  facilities has
          been included within the Tenant's demised premise.

11. ADDITIONAL WORK

     A.   Items included in specification

          1.   TENANT  shall  have the right to request  additional  work of the
               LANDLORD, additional quantities or upgrades of fixtures or finish
               materials such as are provided for in this work letter.  LANDLORD
               shall provide  these as extras to be provided  upon  request,  at
               cost  of  the  work  plus  15%   overhead,   profit  and  general
               conditions.   Architectural,   expediting  or  permitting   costs
               relating to such changes  shall be further  added if  applicable.
               Payment shall be due up  possession of leased  premises by TENANT
               unless otherwise provided for in the lease.

          2.   LANDLORD's cost shall mean LANDLORD's contract or purchase price,
               or where  LANDLORD acts as contractor,  LANDLORD's  cost of labor
               directly employed by LANDLORD and materials.

     B.   Approval of Costs

          1.   Unless  expressly so  authorized  in writing by TENANT,  LANDLORD
               shall not  proceed  with any item of work or material at TENANT's
               expense until TENANT has received and approved an estimate of the
               cost thereof.

          2.   Landlord  shall  have the right to  reject  tenant  requests  for
               additional work if LANDLORD  determines such additional work will
               unreasonably  delay or complicate the  construction in a material
               manner.

10. OTHER

LANDLORD will make  reasonable  efforts to keep TENANT  informed of construction
progress. LANDLORD shall not bear responsibility for decisions made on behalf of
TENANT when TENANT has failed to make timely approval decisions or selections on
TENANT  option  items as outlined  herein.  Furthermore,  LANDLORD  shall not be
expected to unreasonably  delay or reschedule work in order to accommodate  work
performed by TENANT's contractors.

                      EXCLUSIONS FROM STANDARD WORK LETTER

Items excluded from the work letter but available as an option to if approved by
Landlord.

     -    Telephone equipment or cabling. - Computer equipment or cabling.
     -    Installation of tenant supplied equipment.
     -    Signage (interior or exterior), other than code compliant.
     -    Special or upgraded lighting fixtures.
     -    Reception counter.
     -    Security or card access systems.
     -    Internal music systems.
     -    Upgraded wall and floor treatments.
     -    Specialized Carpet Patterns or Mosaic work.
     -    Upgraded ceiling systems and soffits.
     -    Furniture,   built-in   furniture  systems  or  modular  furniture  or
          associated wiring.
     -    Interior glass windows, door panes or similar.
     -    Upgraded lighting.
     -    Special, updated or repainted Warehouse flooring (if applicable).
     -    Special partitions, racking or shelving systems for storage rooms.
     -    Upgraded window treatments.
     -    Specialized HVAC equipment (i.e., for year round data room cooling).
     -    Exterior site work of any type. - Private bathrooms, showers, kitchens
          or kitchenettes.
     -    Costs  for  architectural  changes  once  plans are filed on behalf of
          TENANT.
     -    Anything specifically requested by the TENANT.


<PAGE>

                                    EXHIBIT D

                  FORM OF SNDA FROM CURRENT SUPERIOR MORTGAGEE

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, NATIONAL ASSOCIATION
Real Estate Merchant Banking (AU #AU NO.)
555 Montgomery Street, 16th Floor
San Francisco, CA  94111

Attn:   ___________________
Loan No. ____________



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

     SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ESTOPPEL,
                    ATTORNMENT AND NON-DISTURBANCE AGREEMENT
                            (Lease To Deed of Trust)


  NOTICE: THIS  SUBORDINATION  AGREEMENT RESULTS  IN  YOUR  SECURITY INTEREST IN
          THE PROPERTY  BECOMING  SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN
          OF SOME OTHER OR LATER SECURITY INSTRUMENT.


THIS  SUBORDINATION  AGREEMENT;  ACKNOWLEDGMENT OF LEASE  ASSIGNMENT,  ESTOPPEL,
ATTORNMENT AND NON-DISTURBANCE  AGREEMENT  ("Agreement") is made May 20, 2004 by
and between 50  Engineers  Road H, LLC  ("Owner"),  Hirsch  International,  Inc.
("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender").


                                 R E C I T A L S

A.   Pursuant  to the terms and  provisions  of a lease dated DATE OF LEASE HERE
     ("Lease"),  Owner, as "Lessor", granted to Lessee a leasehold estate in and
     to a portion of the  property  described  on Exhibit A attached  hereto and
     incorporated  herein by this reference (which  property,  together with all
     improvements  now or hereafter  located on the property,  is defined as the
     "Property").

B.   Owner has executed a deed of trust with  absolute  assignment of leases and
     rents,  security  agreement and fixture filing ("Deed of Trust")  securing,
     among other  things,  a promissory  note  ("Note") in the  principal sum of
     Seven Hundred Thirty Five Thousand and NO/100THS DOLLARS ($735,000.), dated
     May 20, 2004,  in favor of Lender,  which Note is payable with interest and
     upon the terms and conditions described therein ("Loan"). .

C.   As a  condition  to making the Loan  secured  by the Deed of Trust,  Lender
     requires that the Deed of Trust be unconditionally  and at all times remain
     a lien on the  Property,  prior and  superior  to all the  rights of Lessee
     under  the  Lease  and that the  Lessee  specifically  and  unconditionally
     subordinate the Lease to the lien of the Deed of Trust.

D.   Owner and Lessee have  agreed to the  subordination,  attornment  and other
     agreements herein in favor of Lender.

NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan,
Owner and Lessee hereby agree for the benefit of Lender as follows:

               SUBORDINATION. Owner and Lessee hereby agree that:

     Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any
modifications,  renewals or extensions thereof,  shall unconditionally be and at
all times remain a lien on the Property prior and superior to the Lease;

     Subordination.  Lender would not make the Loan  without  this  agreement to
subordinate; and

     Whole  Agreement.  This  Agreement  shall be the whole  agreement  and only
agreement with regard to the  subordination of the Lease to the lien of the Deed
of Trust and shall  supersede  and cancel,  but only insofar as would affect the
priority  between the Deed of Trust and the Lease,  any prior  agreements  as to
such subordination,  including,  without limitation,  those provisions,  if any,
contained  in the Lease which  provide for the  subordination  of the Lease to a
deed or deeds of trust or to a mortgage or mortgages.

     AND FURTHER, Lessee individually declares,  agrees and acknowledges for the
benefit of Lender, that:

     Use of Proceeds.  Lender, in making disbursements pursuant to the Note, the
Deed of Trust or any loan agreements  with respect to the Property,  is under no
obligation  or duty to,  nor has  Lender  represented  that it will,  see to the
application  of such proceeds by the person or persons to whom Lender  disburses
such  proceeds,  and any  application or use of such proceeds for purposes other
than those  provided for in such  agreement or agreements  shall not defeat this
agreement to subordinate in whole or in part;

     Waiver,   Relinquishment  and  Subordination.   Lessee   intentionally  and
unconditionally  waives,  relinquishes  and  subordinates all of Lessee's right,
title and  interest in and to the  Property to the lien of the Deed of Trust and
understands  that in  reliance  upon,  and in  consideration  of,  this  waiver,
relinquishment and subordination, specific loans and advances are being and will
be made by Lender and, as part and parcel thereof,  specific  monetary and other
obligations  are  being  and will be  entered  into  which  would not be made or
entered  into  but for  said  reliance  upon  this  waiver,  relinquishment  and
subordination.

     ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease
by Lessor in favor of Lender.

               ESTOPPEL. Lessee acknowledges and represents that:

     Lease  Effective.  The Lease has been duly executed and delivered by Lessee
and, subject to the terms and conditions thereof, the Lease is in full force and
effect,  the  obligations  of Lessee  thereunder are valid and binding and there
have been no modifications or additions to the Lease, written or oral;

     No Default. To the best of Lessee's  knowledge,  as of the date hereof: (i)
there exists no breach, default, or event or condition which, with the giving of
notice or the  passage  of time or both,  would  constitute  a breach or default
under the Lease;  and (ii) there are no  existing  claims,  defenses  or offsets
against rental due or to become due under the Lease;

     Entire Agreement. The Lease constitutes the entire agreement between Lessor
and Lessee with respect to the Property and Lessee claims no rights with respect
to the Property other than as set forth in the Lease; and

     No Prepaid  Rent.  No  deposits  or  prepayments  of rent have been made in
connection with the Lease, except as follows: (if none, state "None") Deposit of
$27,500.00                                       .

    ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such
          times as Lender is the Beneficiary under the Deed of Trust:

     Modification,  Termination and Cancellation. Lessee will not consent to any
modification,  amendment,  termination or cancellation of the Lease (in whole or
in part) without Lender's prior written consent and will not make any payment to
Lessor in consideration of any modification,  termination or cancellation of the
Lease (in whole or in part) without Lender's prior written consent;

     Notice of Default.  Lessee will notify Lender in writing  concurrently with
any notice given to Lessor of any default by Lessor under the Lease,  and Lessee
agrees that Lender has the right (but not the  obligation) to cure any breach or
default  specified  in such notice  within the time  periods set forth below and
Lessee will not declare a default of the Lease,  as to Lender,  if Lender  cures
such default  within fifteen (15) days from and after the expiration of the time
period provided in the Lease for the cure thereof by Lessor; provided,  however,
that if such  default  cannot  with  diligence  be cured by Lender  within  such
fifteen  (15) day  period,  the  commencement  of action by Lender  within  such
fifteen (15) day period to remedy the same shall be deemed sufficient so long as
Lender pursues such cure with diligence;

     No Advance Rents.  Lessee will make no payments or prepayments of rent more
than one (1) month in  advance  of the time when the same  become  due under the
Lease; and

     Assignment of Rents.  Upon receipt by Lessee of written  notice from Lender
that Lender has elected to  terminate  the license  granted to Lessor to collect
rents,  as provided in the Deed of Trust,  and directing the payment of rents by
Lessee to Lender,  Lessee shall comply with such  direction to pay and shall not
be required to determine  whether Lessor is in default under the Loan and/or the
Deed of Trust.

    ATTORNMENT. In the event of a foreclosure under the Deed of Trust, Lessee
   agrees for the benefit of Lender (including for this purpose any transferee
     of Lender or any transferee of Lessor's title in and to the Property by
    Lender's exercise of the remedy of sale by foreclosure under the Deed of
                               Trust) as follows:

     Payment of Rent. Lessee shall pay to Lender all rental payments required to
be made by Lessee  pursuant  to the terms of the Lease for the  duration  of the
term of the Lease;

     Continuation of Performance.  Lessee shall be bound to Lender in accordance
with all of the provisions of the Lease for the balance of the term thereof, and
Lessee hereby attorns to Lender as its landlord, such attornment to be effective
and self-operative  without the execution of any further instrument  immediately
upon  Lender  succeeding  to Lessor's  interest in the Lease and giving  written
notice thereof to Lessee;

     No Offset.  Lender  shall not be liable for, nor subject to, any offsets or
defenses  which Lessee may have by reason of any act or omission of Lessor under
the Lease,  nor for the return of any sums which  Lessee may have paid to Lessor
under the Lease as and for  security  deposits,  advance  rentals or  otherwise,
except to the extent that such sums are actually  delivered by Lessor to Lender;
and

     Subsequent  Transfer.  If Lender,  by  succeeding to the interest of Lessor
under the Lease,  should  become  obligated  to perform the  covenants of Lessor
thereunder,  then, upon any further transfer of Lessor's interest by Lender, all
of such obligations shall terminate as to Lender.

     NON-DISTURBANCE.  In the event of a foreclosure under the Deed of Trust, so
long as there  shall then exist no breach,  default,  or event of default on the
part of Lessee under the Lease,  Lender agrees for itself and its successors and
assigns  that the  leasehold  interest  of Lessee  under the Lease  shall not be
extinguished or terminated by reason of such  foreclosure,  but rather the Lease
shall  continue in full force and effect and Lender shall  recognize  and accept
Lessee as tenant  under the Lease  subject  to the terms and  provisions  of the
Lease except as modified by this Agreement;  provided,  however, that Lessee and
Lender agree that the  following  provisions  of the Lease (if any) shall not be
binding on Lender:  any option to purchase  with  respect to the  Property;  any
right of first refusal with respect to the Property; any provision regarding the
use of insurance proceeds or condemnation  proceeds with respect to the Property
which is inconsistent with the terms of the Deed of Trust.

                                 MISCELLANEOUS.

     Heirs, Successors,  Assigns and Transferees.  The covenants herein shall be
binding upon, and inure to the benefit of, the heirs,  successors and assigns of
the parties hereto; and

     Notices.  All notices or other  communications  required or permitted to be
given pursuant to the provisions hereof shall be deemed served upon delivery or,
if mailed,  upon the first to occur of receipt  or the  expiration  of three (3)
days after deposit in United  States Postal  Service,  certified  mail,  postage
prepaid and addressed to the address of Lessee or Lender appearing below:


         "OWNER"                              "LENDER"

50 Engineers Road H, LLC           WELLS FARGO BANK, NATIONAL ASSOCIATION
STREET ADDRESS                     Real Estate Merchant Banking (AU #AU NO.)
CITY, STATE  ZIP                   40 West 57th St, Floor 21
                                   New York, NY    10019

                                   Attn:  _______________________________--
                                   Loan No. ______________
          "LESSEE"

NAME OF LESSEE HERE
LESSEE'S ADDRESS (STACKED) HERE


     provided, however, any party shall have the right to change its address for
     notice hereunder by the giving of written notice thereof to the other party
     in the manner set forth in this Agreement; and

     Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute and be construed as one and the same instrument; and

     Remedies Cumulative. All rights of Lender herein to collect rents on behalf
of Lessor under the Lease are cumulative and shall be in addition to any and all
other rights and remedies provided by law and by other agreements between Lender
and Lessor or others; and

     Paragraph   Headings.   Paragraph   headings  in  this  Agreement  are  for
convenience only and are not to be construed as part of this Agreement or in any
way limiting or applying the provisions hereof.

INCORPORATION.  Exhibit A and Lease Guarantor's  Consent are attached hereto and
incorporated herein by this reference.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

  NOTICE:      THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS
               THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A
               LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN
               IMPROVEMENT OF THE LAND.


IT IS RECOMMENDED  THAT,  PRIOR TO THE EXECUTION OF THIS AGREEMENT,  THE PARTIES
CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO.


                                                      "OWNER"


                         50 Engineers Road H, LLC


                         By:____________________________________________

                         Its:_____________________________________________




                                                     "LENDER"

                         WELLS FARGO BANK,
                         NATIONAL ASSOCIATION



                         By:____________________________________________
                                  Signee's Name
                         Its:     Signee's Title



                                                   "LESSEE"

                         NAME OF LESSEE HERE

                         LESSEE SIGNATURE BLOCK HERE



                      (ALL SIGNATURES MUST BE ACKNOWLEDGED)

<PAGE>


                            LEASE GUARANTOR'S CONSENT


The  undersigned  ("Lease  Guarantor")  consents to the foregoing  Subordination
Agreement;   Acknowledgment  of  Lease  Assignment,   Estoppel,  Attornment  and
Non-Disturbance   Agreement  and  the  transactions   contemplated  thereby  and
reaffirms its obligations under the lease guaranty ("Lease Guaranty") dated DATE
OF LEASE GUARANTY HERE. Lease Guarantor  further  reaffirms that its obligations
under the Lease Guaranty are separate and distinct from Lessee's obligations.

AGREED:
Dated as of:  DATE OF DOCUMENTS                     "LEASE GUARANTOR"

                                              LEASE GUARANTOR BLOCK HERE





<PAGE>


                                    EXHIBIT A


                             DESCRIPTION OF PROPERTY


EXHIBIT  A to  Subordination  Agreement;  Acknowledgment  of  Lease  Assignment,
Estoppel,   Attornment  and  Non-Disturbance  Agreement  dated  as  of  DATE  OF
DOCUMENTS,  executed by 50  Engineers  Road H, LLC,  as "Owner",  NAME OF LESSEE
HERE, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender".

All that certain real  property  located in the County of Suffolk,  State of New
York, described as follows:

INSERT PROPERTY DESCRIPTION

APN

STATE OF  New York
COUNTY OF Suffolk            SS.

On this ___ day of ________________ , 20__ , before me, ______________________ a
Notary  Public  in  and  for  the  State  of  California,   personally  appeared
__________________________ personally  known to me (or  proved  on the  basis of
satisfactory  evidence) to be the person(s)  whose name(s) is/are  subscribed to
the within instrument and acknowledged to me that he/she/they  executed the same
in   his/her/their   authorized   capacity(ies),   and  that  by   his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.

WITNESS my hand and official seal

Signature
          --------------------------------------------------------


My commission expires
                      --------------------------------------------



<PAGE>


                                    EXHIBIT E


                              RULES AND REGULATIONS

     1. The rights of each  tenant in the  entrances,  corridors  and  elevators
servicing  the Building are limited to ingress to and egress from such  tenant's
premises for the tenant and its employees, licensees and invitees, and no tenant
shall use, or permit the use of, the  entrances,  corridors or elevators for any
other purpose.  No tenant shall invite to the tenant's  premises,  or permit the
visit of, persons in such numbers or under such  conditions as to interfere with
the use and enjoyment of any of the plazas, entrances,  corridor,  elevators and
other facilities of the Building by any other tenants.  Fire exits and stairways
are for emergency use only,  and they shall not be used for any other purpose by
the tenants, their employees, licensees or invitees. No tenant shall encumber or
obstruct,  or permit the  encumbrance  or  obstruction  of any of the sidewalks,
plazas,  entrances,  corridors,  elevators,  fire  exits  or  stairways  of  the
Building. Landlord reserves the right to control and operate the public portions
of the Building and the public facilities,  as well as facilities  furnished for
the common use of the tenants,  in such manner as it in its reasonable  judgment
deems best for the benefit of the tenants generally.

     2. Landlord may refuse  admission to the Building outside of Business Hours
on Business  Days (as such terms are defined in the lease to which this  Exhibit
is  attached)  to any person not known to the  security  person in charge or not
having a pass issued by Landlord or the tenant whose  premises are to be entered
or not  otherwise  properly  identified,  and  Landlord  may require all persons
admitted to or leaving the Building  outside of Business  Hours on Business Days
to provide appropriate identification. Landlord will supply identification cards
and be  reimbursed  by  Tenant  at  Landlord's  cost  plus 5%.  Tenant  shall be
responsible for all persons for whom it issues any such pass and shall be liable
to Landlord  for all acts or omissions of such  persons.  Tenant shall  promptly
notify Landlord in writing of any lost  identification  cards and will reimburse
Landlord at cost plus 5% for  replacement of  identification  cards.  Any person
whose  presence in the Building at any time shall,  in the judgment of Landlord,
be prejudicial to the safety,  character or reputation of the Building or of its
tenants may be denied access to the Building or may be ejected therefrom. During
any invasion,  riot, public excitement or other commotion,  Landlord may prevent
all access to the Building by closing the doors or  otherwise  for the safety of
the tenants and protection of property in the Building.

     3.  No  tenant  shall  obtain  or  accept  for use in its  premises  towel,
barbering,  bootblacking,  floor  polishing,  cleaning or other similar services
from any persons  reasonably  prohibited by Landlord in writing from  furnishing
such services.  Such services  shall be furnished only at such hours,  and under
such reasonable regulations, as may be fixed by Landlord from time to time.

     4. The cost of repairing any damage to the public  portions of the Building
or the public facilities or to any facilities used in common with other tenants,
caused by a tenant or its employees, agents, contractors, licensees or invitees,
shall be paid by such tenant.

     5. No awnings or other  projections  shall be attached to the outside walls
of the Building. No curtains, blinds, shades or screens which are different from
the standards  adopted by Landlord for the Building shall be attached to or hung
in, or used in connection  with, any exterior  window or door of the premises of
any tenant,  without  the prior  written  consent of  Landlord.  Such  curtains,
blinds,  shades or screens  must be of a quality,  type,  design and color,  and
attached in the manner approved by Landlord.

     6. No lettering,  sign, advertisement,  notice or object shall be displayed
in or on the  exterior  windows  or doors,  or on the  outside  of any  tenant's
premises,  or at any point inside any tenant's  premises where the same might be
visible outside of such premises, without the prior written consent of Landlord.
In the event of the  violation  of the  foregoing  by any tenant,  Landlord  may
remove the same without any  liability,  and may charge the expense  incurred in
such removal to the tenant  violating this rule.  Interior  signs,  elevator cab
designations  and lettering on doors and the Building  directory  shall,  if and
when approved by Landlord,  be inscribed,  painted or affixed for each tenant by
Landlord at the expense of such tenant,  and shall be of a size, color and style
acceptable to Landlord.

     7. The sashes,  sash doors,  skylights,  windows and doors that  reflect or
admit light and air into the halls,  passageways  or other public  places in the
Building  shall  not be  covered  or  obstructed  by any  tenant,  nor shall any
bottles,  parcels  or other  articles  be placed on the  window  sills or on the
peripheral air conditioning enclosures, if any.

     8. No  showcases or other  articles  shall be put in front of or affixed to
any part of the exterior of the Building,  nor placed in the halls, corridors or
vestibules.

     9. No noise, including, but not limited to, music or the playing of musical
instruments,  recordings,  radio  or  television,  which,  in  the  judgment  of
Landlord,  might  disturb  other  tenants  in the  Building,  shall  be  made or
permitted by any tenant.  Nothing  shall be done or permitted in the premises of
any tenant  which would  impair or  interfere  with the use or  enjoyment by any
other tenant of any other space in the Building.

     10.  Additional  locks or bolts of any kind which  shall not be operable by
the Grand Master Key for the Building  shall not be placed upon any of the doors
or  windows  by any  tenant,  nor  shall  any  changes  be made in  locks or the
mechanism  thereof  which shall make such locks  inoperable by said Grand Master
Key.  Additional keys for a tenant's premises and toilet rooms shall be procured
only from Landlord who may make a reasonable charge therefor. Each tenant shall,
upon the  termination of its tenancy,  turn over to Landlord all keys of stores,
offices and toilet rooms,  either  furnished to, or otherwise  procured by, such
tenant,  and in the event of the loss of any keys  furnished by  Landlord,  such
tenant shall pay to Landlord the cost thereof.

     11.  All  removals,  or the  carrying  in or out  of  any  safes,  freight,
furniture,  packages,  boxes,  crates  or any  other  object  or  matter  of any
description must take place during such hours and in such elevators, and in such
manner as Landlord  or its agent may  determine  from time to time.  The persons
employed to move safes and other heavy objects shall be reasonably acceptable to
Landlord  and,  if so  required by law,  shall hold a Master  Rigger's  license.
Arrangements  will be  made  by  Landlord  with  any  tenant  for  moving  large
quantities of furniture and equipment into or out of the Building. All labor and
engineering  costs incurred by Landlord in connection with any moving  specified
in this rule,  including a reasonable  charge for overhead and profit,  shall be
paid by tenant to Landlord, on demand.

     12.  Landlord  reserves  the right to inspect  all objects and matter to be
brought  into the  Building  and to exclude  from the  Building  all objects and
matter which  violate any of these Rules and  Regulations  or the lease of which
this  Exhibit is a part.  Landlord  may require any person  leaving the Building
with any  package  or other  object or matter  to  submit a pass,  listing  such
package or object or matter,  from the tenant from whose premises the package or
object or matter is being removed, but the establishment and enlargement of such
requirement  shall not impose any  responsibility on Landlord for the protection
of any tenant  against the removal of property from the premises of such tenant.
Landlord  shall in no way be liable to any  tenant for  damages or loss  arising
from the admission,  exclusion or ejection of any person to or from the premises
or the Building under the provisions of this Rule or of Rule 2 hereof.

     13. No tenant  shall  occupy or permit any  portion of its  premises  to be
occupied as an office for a public  stenographer  or public  typist,  or for the
storage,  manufacture,  or sale of liquor, narcotics, dope, tobacco in any form,
or as a barber,  beauty or manicure shop, or as a school. No tenant shall use or
permit its premises or any part thereof to be used for manufacturing or the sale
at retail or auction of merchandise, goods or property of any kind.

     14.   Landlord  shall  have  the  right  to  prohibit  any  advertising  or
identifying sign by any tenant which, in Landlord's  reasonable judgment,  tends
to impair the reputation of the Building or its  desirability  as a building for
others,  and upon written notice from  Landlord,  such tenant shall refrain from
and discontinue such advertising or identifying sign.

     15.  Landlord  shall have the right to prescribe the weight and position of
safes and other objects of excessive  weight,  and no safe or other object whose
weight  exceeds  the lawful load for the area upon which it would stand shall be
brought  into or kept  upon  any  tenant's  premises.  If,  in the  judgment  of
Landlord,  it is necessary to distribute  the  concentrated  weight of any heavy
object,  the work involved in such distribution  shall be done at the expense of
the tenant and in such manner as Landlord shall determine.

     16. No machinery  or  mechanical  equipment  other than  ordinary  portable
business  machines may be installed or operated in any tenant's premises without
Landlord's  prior  written  consent  which  consent  shall  not be  unreasonably
withheld  or  delayed,  and in no case  (even  where  the  same are of a type so
excepted or as so  consented to by  Landlord)  shall any machines or  mechanical
equipment be so placed or operated as to disturb other tenants; but machines and
mechanical  equipment  which  may be  permitted  to be  installed  and used in a
tenant's premises shall be so equipped,  installed and maintained by such tenant
as  to  prevent  any  disturbing   noise,   vibration  or  electrical  or  other
interference  from being transmitted from such premises to any other area of the
Building.

     17. Landlord, its contractors,  and their respective employees,  shall have
the right to use,  without charge  therefor,  all light,  power and water in the
premises of any tenant while  cleaning or making  repairs or  alterations in the
premises of such tenant.

     18. No premises of any tenant  shall be used for lodging or sleeping or for
any immoral or illegal purpose.

     19. The  requirements of tenants will be attended to only upon  application
at the office of the Building.  Employees of Landlord shall not perform any work
or  do  anything   outside  of  their  regular  duties,   unless  under  special
instructions from Landlord.

     20. Canvassing,  soliciting and peddling in the Building are prohibited and
each tenant shall cooperate to prevent the same.

     21. No tenant shall cause or permit any unusual or  objectionable  odors to
emanate from its premises  which would annoy other tenants or create a public or
private nuisance.  No cooking shall be done in the premises of any tenant except
as is expressly permitted in such tenant's lease.

     22.  Nothing  shall be done or  permitted  in any  tenant's  premises,  and
nothing  shall be brought  into or kept in any  tenant's  premises,  which would
impair or  interfere  with any of the  Building's  services  or the  proper  and
economic heating, ventilating, air conditioning,  cleaning or other servicing of
the Building or the premises, or the use or enjoyment by any other tenant of any
other  premises,  nor shall there be  installed  by any tenant any  ventilating,
air-conditioning,  electrical  or  other  equipment  of any kind  which,  in the
reasonable   judgment  of  Landlord,   might  cause  any  such   impairment   or
interference.

     23. No acids, vapors or other materials shall be discharged or permitted to
be  discharged  into the waste lines,  vents or flues of the Building  which may
damage  them.  The water and wash  closets  and other  plumbing  fixtures  in or
serving any tenant's  premises  shall not be used for any purpose other than the
purposes for which they were designed or constructed, and no sweepings, rubbish,
rags, acids or other foreign substances shall be deposited therein.  All damages
resulting  from any misuse of the fixtures  shall be borne by the tenant who, or
whose contractors,  employees,  agents, visitors or licensees shall have, caused
the  same.  Any  cuspidors  or  containers  or  receptacles  used as such in the
premises of any tenant or for garbage or similar refuse, shall be emptied, cared
for and cleaned by and at the expense of such tenant.

     24. All entrance  doors in each tenant's  premises shall be left locked and
all windows  shall be left closed by the tenant when the  tenant's  premises are
not in use.  Entrance  doors  shall not be left open at any time.  Each  tenant,
before closing and leaving its premises at any time, shall turn out all lights.

     25. Hand trucks not equipped with rubber tires and side guards shall not be
used within the Building.

     26. All windows in each  tenant's  premises  shall be kept closed,  and all
blinds  therein above the ground floor shall be lowered as  reasonably  required
because  of the  position  of the sun,  during  the  operation  of the  Building
air-conditioning  system to cool or ventilate the tenant's premises. If Landlord
shall elect to install any energy  saving film on the windows of any premises or
to install  energy saving windows in place of the present  windows,  each tenant
shall cooperate with the reasonable  requirements of Landlord in connection with
such  installation  and thereafter the  maintenance  and replacement of the film
and/or  windows and permit  Landlord to have access to the tenant's  premises at
reasonable times during Business Hours to perform such work.

     27.  Landlord  reserves  the right to  rescind,  alter or waive any rule or
regulation  at any time  prescribed  for the Building  when,  in its  reasonable
judgment,  it deems it necessary,  desirable or proper for its best interest and
for the best interests of the tenants generally,  and no alteration or waiver of
any rule or  regulation in favor of one tenant shall operate as an alteration or
waiver in favor of any other tenant.  Landlord  shall not be  responsible to any
tenant for the  nonobservance  or  violation  by any other  tenant of any of the
rules and regulations at any time prescribed for the Building.

<PAGE>
                                    EXHIBIT F


PARKING AREA



<PAGE>


                                    EXHIBIT G

OPTION TO RENEW

                                 RENEWAL OPTION




As long as Tenant is not in default in the  performance  of its covenants  under
this lease,  beyond all applicable  notice and cure periods,  at the time of the
giving of notice and of the  commencement of the renewal term,  Tenant is hereby
granted  one  option  to renew  the term of this  lease for a period of FIVE (5)
additional  years (the  "Renewal  Term"),  to commence at the  expiration of the
initial  term of this  lease.  Tenant  shall  exercise  the  option  to renew by
delivering  written notice of such election to Landlord no later than six months
prior to the  expiration  of the initial  term of this lease,  TIME BEING OF THE
ESSENCE  THEREFOR.  The  renewal of this lease  shall be upon the same terms and
conditions  of this lease,  except (a) the annual  Fixed Rent during the Renewal
Term  shall be the  Fixed  Rent for the last year of the  original  term of this
Lease,  plus  three and one half (3 1/2%) per cent,  and which  Fixed Rent shall
increased by three and one half (3 1/2%) percent on each annual  anniversary  of
the commencement date of the Renewal Term, (b) For purposes of the Renewal Term,
"Tax Year" shall mean the period of 12 calendar months beginning on January 1 of
the year in which the  Renewal  Term  commences,  and each  succeeding  12 month
period  thereafter and the term "Base Tax Year" for each Renewal Term shall mean
the First Tax Year of the particular  Renewal Term.  Tenant shall have no option
to renew this lease  beyond the  expiration  of the  Renewal  Term,  and (c) the
leasehold  improvements will be provided in their then existing condition (on an
"as is" basis) at the time the Renewal Term commences with no allowance or other
payment to or for Tenant.