A 35 - Lease, Business Premises,
            Loft, Office or Store 3-98

THIS LEASE made the        day            of between 40 MARCUS REALTY ASSOCIATES

hereinafter referred to as LANDLORD,  and ELECTROGRAPH  SYSTEMS, INC. a domestic
corporation with its principal offices located at 175 Commerce Drive, Hauppauge,
New York 11788

hereinafter jointly, severally and collectively referred to as TENANT.

     WITNESSETH,  that the Landlord hereby leases to the Tenant,  and the Tenant
hereby hires and takes from the

Landlord

in the building and property known as 40 Marcus Boulevard,  Hauppauge, New York,
(as more  particularly set forth on survey annexed hereto as Schedule "A") to be
used and occupied by the Tenant for all uses  permitted by the Building Code and
Zoning Regulations of the Town of Smithtown,

and for no other purpose, for a term to commence on June 1, 2002
and to end

on May 31, 2007 unless sooner terminated as hereinafter  provided, at the ANNUAL
RENT OF

as set forth in  Paragraph  34 of the Rider to this  Lease all  payable in equal
monthly  installments  in  advance  on the first day of each and every  calendar
month during said term, except the first  installment,  which shall be paid upon
the execution hereof.

         THE TENANT JOINTLY AND SEVERALLY COVENANTS:

         FIRST. - That the Tenant will pay the rent as above provided.

         SECOND. - That , throughout said term the Tenant will take good care of
the demised premises, fixtures and appurtenances, and all alterations, additions
and improvements to either;  make all repairs in and about the same necessary to
preserve  them in good order and  condition,  which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury;  give prompt  notice to the Landlord of any fire that
may occur;  execute  and comply with all laws,  rules,  orders,  ordinances  and
regulations  at any time issued or in force (except those  requiring  structural
alterations),  applicable to the demised premises or to the Tenant's  occupation
thereof,  of the  Federal,  State and Local  Governments,  and of each and every
department,  bureau  and  official  thereof,  and of the New York  board of Fire
Underwriters;  permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection,  and to exhibit  them for  purposes  of sale or  rental;  suffer the
Landlord to make repairs and  improvements to all parts of the building,  and to
comply with all orders and requirements of governmental  authority applicable to
said building or to any occupation  thereof;  suffer the Landlord to erect, use,
maintain,  repair and replace pipes and conduits in the demised  premises and to
the floor above and below;  forever indemnify and save harmless the Landlord for
and against any and all liability,  penalties,  damages,  expenses and judgments
arising  from  injury  during  said term to person or  property  of any  nature,
occasioned  wholly or in part by any act or acts,  omission or  omissions of the
Tenant,  or of the employees,  guests,  agents,  assigns or  undertenants of the
Tenant and also for any matter or thing  growing  out of the  occupation  of the
demised  premises  or of the  streets,  sidewalks  or vaults  adjacent  thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain  unmolested  in a  conspicuous  place
upon the exterior of the demised  premises;  repair, at or before the end of the
term, all injury done by the  installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised  premises with all
alterations, additions and improvements in good order and condition.

         THIRD.  - That the Tenant will not  disfigure or deface any part of the
building,  or suffer the same to be done,  except so far as may be  necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not  obstruct,  or permit the  obstruction  of the  street or the  sidewalk
adjacent thereto;  will not do anything,  or suffer anything to be done upon the
demised  premises  which  will  increase  the  rate of fire  insurance  upon the
building or any of its contents, or be liable to cause structural injury to said
building;  will not permit the accumulation of waste or refuse matter,  and will
not,  without the written  consent of the Landlord  first obtained in each case,
either  sell,  assign,  mortgage or transfer  this lease,  underlet  the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by  anybody  other  than  the  Tenant  and  the  Tenant's  employees,  make  any
alterations  in the  demised  premises,  use the  demised  premises  or any part
thereof for any purpose  other than the one first above  stipulated,  or for any
purpose deemed extra  hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls,  stairway or entrances to the building,  and will not erect or
inscribe  any sign,  signals  or  advertisements  unless and until the style and
location  thereof have been approved by the  Landlord;  and if any be erected or
inscribed  without such  approval,  the  Landlord may remove the same.  No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.

         IT IS MUTUALLY COVENANTED AND AGREED, THAT


        FOURTH. - If the demised premises shall be partially  damaged by fire or
other  cause  without  the  fault  or  neglect  of  Tenant,  Tenant's  servants,
employees,  agents, visitors or licensees,  the damages shall be repaired by and
at the expense of Landlord and the rent until such  repairs  shall be made shall
be apportioned  according to the part of the demised premises which is usable by
Tenant.  But if such  partial  damage is due to the fault or  neglect of Tenant,
Tenant's servants,  employees,  agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer,  the damages shall be repaired by Landlord
but there shall be no  apportionment  or  abatement  of rent.  No penalty  shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord  and/or Tenant,  and for reasonable  delay on account of
"labor troubles",  or any other cause beyond Landlord's  control. If the demised
premises are totally  damaged or are  rendered  wholly  untenantable  by fire or
other cause,  and if Landlord  shall decide not to restore or not to rebuild the
same,  or if the  building  shall be so damaged  that  Landlord  shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such  decision,  which notice shall be given as in  Paragraph  Twelve  hereof
provided,  and  thereupon  the term of this lease shall  expire by lapse of time
upon the third day after  such  notice is given,  and  Tenant  shall  vacate the
demised  premises and surrender the same to Landlord.  If Tenant shall not be in
default  under this lease  then,  upon the  termination  of this lease under the
conditions  provided  for  in  the  sentence  immediately  preceding,   Tenant's
liability  for rent shall cease as of the day  following  the  casualty.  Tenant
hereby  expressly  waives the provisions of Section 227 of the Real Property Law
and agrees  that the  foregoing  provisions  of this  Article  shall  govern and
control in lieu  thereof.  If the damage or  destruction  be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

         FIFTH. - If the whole or any part of the premises  hereby demised shall
be taken or condemned by any  competent  authority for any public use or purpose
then the term hereby  granted  shall cease from the time when  possession of the
part  so  taken  shall  be  required   for  such  public   purpose  and  without
apportionment  or award,  the Tenant hereby  assigning to the Landlord all right
and claim to any such  award,  the  current  rent,  however,  in such case to be
apportioned.

         SIXTH.  - If,  before  the  commencement  of the  term,  the  Tenant be
adjudicated a bankrupt,  or make a "general  assignment," or take the benefit of
any  insolvent  act, or if a Receiver or Trustee be  appointed  for the Tenant's
property,  or if this lease or the estate of the Tenant hereunder be transferred
or pass to or devolve  upon any other  person or  corporation,  or if the Tenant
shall default in the performance of any agreement by the Tenant contained in any
other  lease to the Tenant by the  Landlord  or by any  corporation  of which an
officer of the Landlord is a Director,  this lease shall thereby,  at the option
of the Landlord,  be terminated and in that case, neither the Tenant nor anybody
claiming under the Tenant shall be entitled to go into possession of the demised
premises.  If after the  commencement  of the term, any of the events  mentioned
above in this  subdivision  shall  occur,  or if Tenant  shall  make  default in
fulfilling any of the covenants of this lease,  other than the covenants for the
payment of rent or "additional rent" or if the demised premises become vacant or
deserted,  the  Landlord may give to the Tenant ten days' notice of intention to
end the term of this lease,  and  thereupon at the  expiration of said ten days'
(if said  condition  which was the basis of said notice shall continue to exist)
the term under this lease shall  expire as fully and  completely  as if that day
were the date herein  definitely  fixed for the  expiration  of the term and the
Tenant will then quit and  surrender the demised  premises to the Landlord,  but
the Tenant shall remain liable as hereinafter provided.


         If the Tenant  shall make  default in the payment of the rent  reserved
hereunder,  or any item of "additional  rent" herein  mentioned,  or any part of
either or in making any other payment herein provided for, or if the notice last
above  provided  for shall  have been given and if the  condition  which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord  may  immediately,  or at any time  thereafter,  re-enter  the  demised
premises  and remove all persons and all or any  property  therefrom,  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  re-possess  and enjoy said  premises  together with all
additions,  alterations and improvements.  In any such case or in the event that
this  lease be  "terminated"  before  the  commencement  of the  term,  as above
provided,  the  Landlord may either  re-let the demised  premises or any part or
parts  thereof  as the agent of the  Tenant,  and  receive  the rents  therefor,
applying the same first to the payment of such expenses as the Landlord may have
incurred, and then to the fulfillment of the covenants of the Tenant herein, and
the balance,  if any, at the  expiration  of the term first above  provided for,
shall be paid to the Tenant. Landlord may rent the premises for a term extending
beyond the term hereby granted without  releasing Tenant from any liability.  In
the event that the term of this lease shall expire as above in this  subdivision
"sixth" provided,  or terminate by summary proceedings or otherwise,  and if the
Landlord  shall not re-let the demised  premises for the Landlord's own account,
then, whether or not the premises be re-let, the Tenant shall remain liable for,
and the Tenant hereby  agrees to pay to the  Landlord,  until the time when this
lease would have expired but for such termination or expiration,  the equivalent
of the amount of all of the rent and "additional rent" reserved herein, less the
avails of reletting, if any, and the same shall be due and payable by the Tenant
to the Landlord on the several rent days above specified,  that is, upon each of
such rent days the Tenant  shall pay to the  Landlord  the amount of  deficiency
then  existing.  The  Tenant  hereby  expressly  waives  any  and all  right  of
redemption  in case the Tenant shall be  dispossessed  by judgment or warrant of
any court or judge,  and the Tenant  waives and will waive all right to trial by
jury in any summary proceedings hereafter instituted by the Landlord against the
Tenant in respect to the demised  premises.  The words "re-enter" and "re-entry"
as used in this lease are not restricted to their technical legal meaning.

         In the event of a breach or  threatened  breach by the Tenant of any of
the  covenants  or  provisions  hereof,  the  Landlord  shall  have the right of
injunction and the right to invoke any remedy allowed at law or in equity, as if
re-entry, summary proceedings and other remedies were not herein provided for.

         SEVENTH.  - If the Tenant shall make default in the  performance of any
covenant  herein  contained,  the  Landlord  may  immediately,  or at  any  time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of  mechanic's  line be filed  against  the  demised  premises or against
premises of which the demised  premises are part, for, or purporting to be fore,
labor or material  alleged to have been furnished,  or to be furnished to or for
the Tenant at the demised  premises,  and if the Tenant  shall fail to take such
action as shall cause such lien to be discharged  within  fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings,  and in the event of such deposit
or bonding  proceedings,  the  Landlord  may require the lienor to  prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this  subdivision  of this lease  provided,  and any judgment
recovered on such claim.  Any amount paid or expense incurred by the Landlord as
in this  subdivision  of this  lease  provided,  and any  amount as to which the
Tenant  shall at any time be in  default  for or in respect to the use of water,
electric current or sprinkler  supervisory  service, and any expense incurred or
sum of money  paid by the  Landlord  by reason of the  failure  of the Tenant to
comply with any  provision  hereof,  or in defending  any such action,  shall be
deemed to be "additional  rent" for the demised  premises,  and shall be due and
payable by the  Tenant to the  Landlord  on the first day of the next  following
month,  or, at the option of the  landlord,  on the first day of any  succeeding
month. The receipt by the Landlord of any installment of the regular  stipulated
rent  hereunder  or any of said  "additional  rent" shall not be a waiver of any
other "additional rent" then due.

         EIGHTH.  - The failure of the  Landlord  to insist,  in any one or more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option  herein  contained,  shall not be construed as a waiver or a
relinquishment  for the future of such  covenant  or option,  but the same shall
continue  and remain in full force and effect.  The  receipt by the  Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such  breach and no waiver by the  Landlord  of any  provision  hereof
shall be deemed to have been made unless  expressed in writing and signed by the
Landlord.  Even though the Landlord  shall  consent to an  assignment  hereof no
further  assignment  shall be made  without  express  consent  in writing by the
Landlord.

         NINTH. - If this lease be assigned,  or if the demised  premises or any
part  thereof be  underlet or  occupied  by anybody  other than the Tenant,  the
Landlord may collect rent from the assignee, under-tenant or occupant, and apply
the net amount  collected to the rent herein  reserved,  and no such  collection
shall  be  deemed  a  waiver  of the  covenant  herein  against  assignment  and
under-letting,  or the acceptance of the assignee,  under-tenant  or occupant as
tenant, or a release of the Tenant from the further performance by the Tenant of
the covenants herein contained on the part of the Tenant.

         TENTH. - This lease shall be subject and  subordinate at all times,  to
the lien of the mortgages now on the demised premises,  and to all advances made
or hereafter to be made upon the security  thereof,  and subject and subordinate
to the lien of any  mortgage or  mortgages  which at any time may be made a lien
upon the premises.  The Tenant will execute and deliver such further  instrument
or  instruments  subordinating  this lease to the lien of any such  mortgage  or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.

         ELEVENTH.  - All improvements made by the Tenant to or upon the demised
premises,  except said trade fixtures,  shall when made, at once be deemed to be
attached to the freehold,  and become the property of the  Landlord,  and at the
end or other  expiration of the term, shall be surrendered to the Landlord in as
good  order  and  condition  as they were when  installed,  reasonable  wear and
damages by the elements excepted.

         TWELFTH.  - Any notice or demand which under the terms of this lease or
under any statute must or may be given or made by the parties hereto shall be in
writing  and  shall  be  given  or made by  mailing  the  same by  certified  or
registered  mail addressed to the respective  parties at the addresses set forth
in this lease.

         THIRTEENTH. - The Landlord shall not be liable for any failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for  injury or damage to person or  property  caused by the  elements  or by
other  tenants  or persons in said  building,  or  resulting  from  steam,  gas,
electricity,  water,  rain or snow, which may leak or flow from any part of said
buildings,  or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface,  or from any other place, nor for  interference  with
light or other incorporeal  hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental  authority in  construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.

         FOURTEENTH. - No diminution or abatement of rent, or other compensation
shall be claimed or allowed for  inconvenience  or  discomfort  arising from the
making of repairs or improvements to the building or to its appliances,  nor for
any space taken to comply  with any law,  ordinance  or order of a  governmental
authority.  In respect to the various  "services," if any,  herein  expressly or
impliedly  agreed to be furnished  by the  Landlord to the Tenant,  it is agreed
that  there  shall be no  diminution  or  abatement  of the  rent,  or any other
compensation,  for  interruption  or  curtailment  of such  "service"  when such
interruption  or  curtailment  shall be due to accident,  alterations or repairs
desirable or necessary  to be made or to  inability  or  difficulty  in securing
supplies or labor for the  maintenance of such "service" or to some other cause,
not  gross  negligence  on the part of the  Landlord.  No such  interruption  or
curtailment of any such "service" shall be deemed a constructive  eviction.  The
Landlord shall not be required to furnish,  and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in  default  in  respect to the  payment  of rent.  Neither  shall  there be any
abatement or  diminution of rent because of making of repairs,  improvements  or
decorations  to the  demised  premises  after  the  date  above  fixed  for  the
commencement  of the term, it being  understood  that rent shall,  in any event,
commence to run at such date so above fixed.

         FIFTEENTH.  - The  Landlord may  prescribe  and regulate the placing of
safes,  machinery,  quantities of merchandise and other things. The Landlord may
also prescribe and regulate  which  elevator and entrances  shall be used by the
Tenant's  employees,  and for the Tenant's shipping.  The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the  preservation  of good order  therein.  The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.

         SIXTEENTH. - In the event that an excavation shall be made for building
or other  purposes  upon  land  adjacent  to the  demised  premises  or shall be
contemplated  to be made,  the  Tenant  shall  afford to the  person or  persons
causing or to cause such excavation,  license to enter upon the demised premises
for the  purpose of doing such work as said  person or persons  shall deem to be
necessary  to  preserve  the wall or walls,  structure  or  structures  upon the
demised premises from injury and to support the same by proper foundations.

         SEVENTEENTH.  - No vaults or space not within the property  line of the
building  are  leased  hereunder.  Landlord  makes no  representation  as to the
location of the property  line of the  building.  Such vaults or space as Tenant
may be permitted  to use or occupy are to be used or occupied  under a revocable
license and if such  license be revoked by the Landlord as to the use of part or
all of the  vaults or space  Landlord  shall not be  subject  to any  liability;
Tenant shall not be entitled to any  compensation or reduction in rent nor shall
this be  deemed  constructive  or  actual  eviction.  Any tax,  fee or charge of
municipal  or other  authorities  for such  vaults or space shall be paid by the
Tenant for the period of the Tenant's use or occupancy thereof.

         EIGHTEENTH.  - That during seven months prior to the  expiration of the
term hereby granted, applicants shall be admitted at all reasonable hours of the
day to view the premises  until  rented;  and the  Landlord  and the  Landlord's
agents  shall be permitted at any time during the term to visit and examine them
at any  reasonable  hour of the day,  and  workmen  may enter at any time,  when
authorized  by the  Landlord or the  Landlord's  agents,  to make or  facilitate
repairs  in any  part of the  building;  and if the  said  Tenant  shall  not be
personally present to open and permit an entry into said premises,  at any time,
when  for any  reason  an  entry  therein  shall  be  necessary  or  permissible
hereunder,  the Landlord or the  Landlord's  agents may forcibly  enter the same
without  rendering  the Landlord or such agents  liable to any claim or cause of
action for damages by reason  thereof (if during such entry the  Landlord  shall
accord  reasonable  care to the  Tenant's  property)  and  without in any manner
affecting the obligations and covenants of this lease; it is, however, expressly
understood that the right and authority  hereby reserved,  does not impose,  nor
does the Landlord assume,  by reason thereof,  any  responsibility  or liability
whatsoever for the care or  supervision  of said  premises,  or any of the pips,
fixtures,  appliances  or  appurtenances  therein  contained or therewith in any
manner connected.

         NINETEENTH.  - The Landlord has made no  representations or promises in
respect to said  building  or to the demised  premises  except  those  contained
herein, and those, if any contained in some written communication to the Tenant,
signed by the Landlord. This instrument may not be changed, modified, discharged
or terminated orally.


         TWENTIETH.  - If the Tenant shall at any time be in default  hereunder,
and if the Landlord shall institute an action or summary  proceeding against the
Tenant based upon such default,  then the Tenant will reimburse the Landlord for
the  expense  of  attorneys'  fees and  disbursements  thereby  incurred  by the
Landlord,  so far as the  same are  reasonable  in  amount.  Also so long as the
Tenant shall be a tenant  hereunder the amount of such expenses  shall be deemed
to be  "additional  rent"  hereunder  and  shall be due from the  Tenant  to the
Landlord  on  the  first  day of the  month  following  the  incurring  of  such
respective expenses.

         TWENTY-FIRST.  -  Landlord  shall not be  liable  for  failure  to give
possession  of the premises  upon  commencement  date by reason of the fact that
premises  are not  ready  for  occupancy,  or due to a prior  Tenant  wrongfully
holding  over or any other  person  wrongfully  in  possession  or for any other
reason:  in such event the rent shall not commence until  possession is given or
is available, but the term herein shall not be extended.

THE TENANT FURTHER COVENANTS:

         TWENTY-SECOND. - If the demised premises or any part thereof consist of
a store, or of a first floor,  or of any part thereof,  the Tenant will keep the
sidewalk and curb in from thereof clean at all times and free from snow and ice,
and will keep  insured in favor of the  Landlord,  all plate  glass  therein and
furnish the Landlord with policies of insurance covering the same.

         TWENTY-THIRD.  - If by reason of the conduct upon the demised  premises
of a business not herein permitted,  or if by reason of the improper or careless
conduct of any business upon or use of the demised premises, the first insurance
rate shall at any time be higher  than it  otherwise  would be,  then the Tenant
will reimburse the Landlord, as additional rent hereunder,  for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted,  or because of
the  improper or  careless  conduct of any  business  upon or use of the demised
premises,  and will  make  such  reimbursement  upon the  first day of the month
following  such outlay by the Landlord;  but this covenant  shall not apply to a
premium for any period  beyond the  expiration  date of this lease,  first above
specified.  In any action or  proceeding  wherein  the  Landlord  and Tenant are
parties,  a  schedule  or "make  up" of rate  for the  building  on the  demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises,  shall be prima
facie  evidence of the facts therein stated and of the several items and charges
included in the first insurance rate then applicable to the demised premises.

         TWENTY-FOURTH. - If a separate water meter be installed for the demised
premises,  or any part thereof,  the Tenant will keep the same in repair and pay
the charges made by the  municipality  or water supply company for or in respect
to the  consumption of water,  as and when bills  therefor are rendered.  If the
demised  premises,  or any part thereof,  be supplied with water through a meter
which supplies other premises,  the Tenant will pay to the Landlord, as and when
bills are  rendered  therefor,  the Tenant's  proportionate  part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective  charge according to floor area against all
of the rentable  floor area in the building  (exclusive of the  basement)  which
shall have been occupied  during the period of the  respective  charges,  taking
into account the period that each part of such area was occupied.  Tenant agrees
to pay as  additional  rent  the  Tenant's  proportionate  part,  determined  as
aforesaid,  of the sewer rent or charge imposed or assessed upon the building of
which the premises are a part.

         TWENTY-FIFTH. - That the Tenant will purchase from the Landlord, if the
Landlord shall so desire,  all electric  current that the Tenant requires at the
demised  premises,  and will pay the  Landlord  for the same,  as the  amount of
consumption  shall be indicated by the meter furnished  therefor.  The price for
said current shall be the same as that charged for  consumption  similar to that
of the  Tenant  by the  company  supplying  electricity  in the same  community.
Payments  shall be due as and when bills  shall be  rendered.  The Tenant  shall
comply with like rules,  regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.

         TWENTY-SIX.  - If there now is or shall be installed in said building a
"sprinkler  system"  the  Tenant  agrees to keep the  appliances  thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire  Underwriters  or the New York Fire  Insurance  Exchange  or any bureau,
department or official of the State or local  government  requires or recommends
that any changes,  modifications,  alterations or additional  sprinkler heads or
other equipment be made or supplied by reason of the Tenant's  business,  or the
location  of  partitions,  trade  fixtures,  or other  contents  of the  demised
premises, or if such changes, modifications,  alterations,  additional sprinkler
heads or other  equipment in the demised  premises are  necessary to prevent the
imposition  of a penalty or charge  against the full  allowance  for a sprinkler
system in the first  insurance  rate as fixed by said  Exchange,  or by any Fire
Insurance  Company,  the Tenant will at the Tenant's own expense,  promptly make
and supply such changes, modifications,  alterations, additional sprinkler heads
or other  equipment.  As  additional  rent  hereunder the Tenant will pay to the
Landlord,      annually      in      advance,      throughout      the      term
$________________________________,  toward  the  contract  price  for  sprinkler
supervisory service.


         TWENTY-SEVENTH.  - The sum of $00  Dollars is  deposited  by the Tenant
herein with the Landlord herein as security for the faithful  performance of all
the  covenants  and  conditions  of the lease by the said Tenant.  If the Tenant
faithfully  performs  all  the  covenants  and  conditions  on  his  part  to be
performed, then the sum deposited shall be returned to said Tenant.

         TWENTY-EIGHTH.  - This lease is granted and accepted on the  especially
understood  and agreed  condition  that the Tenant will  conduct his business in
such a manner,  both as regards noise and kindred nuisances,  as will in no wise
interfere  with,  annoy,  or disturb any other tenants,  in the conduct of their
several  businesses,  or the landlord in the  management of the building;  under
penalty of forfeiture of this lease and consequential damages.

         TWENTY-NINTH.  - The  Landlord  hereby  recognizes  as the  broker  who
negotiated and  consummated  this lease with the Tenant herein,  and agrees that
if, as, and when the Tenant  exercises the option,  if any,  contained herein to
renew this lease, or fails to exercise the option, if any,  contained therein to
cancel this lease, the Landlord will pay to said broker a further  commission in
accordance  with the rules and commission  rates of the Real Estate Board in the
community.  A sale, transfer, or other disposition of the Landlord's interest in
said lease shall not operate to defeat the Landlord's obligation to pay the said
commission  to the said  broker.  The Tenant  herein  hereby  represents  to the
Landlord  that the said  broker is the sole and only broker who  negotiated  and
consummated this lease with the Tenant.

         THIRTIETH.  - The  Tenant  agrees  that it will  not  require,  permit,
suffer,  nor allow the  cleaning  of any  window,  or  windows,  in the  demised
premises  from the outside  (within the meaning of Section 202 of the Labor Law)
unless the equipment and safety devices required by law,  ordinance,  regulation
or rule, including,  without limitation,  Section 202 of the New York Labor Law,
are provided and used, and unless the rules,  or any  supplemental  rules of the
Industrial  Board of the  State of New York are  fully  complied  with;  and the
Tenant hereby agrees to indemnify the Landlord,  Owner,  Agent,  Manager  and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing any window,  or windows in the demised  premises to be cleaned from the
outside in violation of the  requirements  of the  aforesaid  laws,  ordinances,
regulations and/or rules.

     THIRTY-FIRST. - The invalidity or unenforceability of any provision of this
lease  shall in no way  affect  the  validity  or  enforceability  of any  other
provision hereof.

         THIRTY-SECOND.  - In order to avoid delay, this lease has been prepared
and submitted to the Tenant for signature with the  understanding  that it shall
not bind the  Landlord  unless and until it is  executed  and  delivered  by the
Landlord.


         THIRTY-THIRD.  - The  Tenant  will keep clean and  polished  all metal,
trim,  marble and  stonework  which are a part of the exterior of the  premises,
using such  materials and methods as the Landlord may direct,  and if the Tenant
shall fail to comply with the  provisions  of this  paragraph,  the Landlord may
cause such work to be done at the expense of the Tenant.

         THIRTY-FOURTH.  - The  Landlord  shall  replace  at the  expense of the
Tenant any and all broken glass in the  skylights,  doors and walls in and about
the demised  premises.  The Landlord may insure and keep insured all plate glass
in the skylights,  doors and walls in the demised premises,  for and in the name
of the  Landlord and bills for the  premiums  therefor  shall be rendered by the
Landlord to the Tenant at such times as the Landlord may elect, and shall be due
from and payable by the Tenant when  rendered,  and the amount  thereof shall be
deemed to be, and shall be paid as, additional rent.

         THIRTY-FIFTH.  - This  lease and the  obligation  of Tenant to pay rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in nowise be affected,  impaired or excused
because  Landlord  is unable to supply or is delayed in  supplying  any  service
expressly  or  impliedly  to be supplied or is unable to make,  or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental  preemption in connection with a
National  Emergency  declared  by the  President  of  the  United  States  or in
connection  with any rule,  order or regulation of any department or subdivision
thereof of any  government  agency or by reason of the  conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

         FIRST.  -  That  if  and so  long  as the  Tenant  pays  the  rent  and
"additional  rent" reserved hereby,  and performs and observes the covenants and
provisions hereof, the Tenant shall quietly enjoy the demised premises, subject,
however,  to the terms of this  lease,  and to the  mortgages  above  mentioned,
provided however,  that this covenant shall be conditioned upon the retention of
title to the premises by Landlord.


         And it is  mutually  understood  and  agreed  that  the  covenants  and
agreements  contained  in the within  lease  shall be binding  upon the  parties
hereto   and  upon   their   respective   successors,   heirs,   executors   and
administrators.

         IN WITNESS WHEREOF,  the Landlord and Tenant have  respectively  signed
and sealed these presents the day and year first above written.


                                              40 MARCUS REALTY ASSOCIATES


_                                              By: s/Barry Steinberg [L.S.]
                                               -----------------------------

                                               Landlord
IN PRESENCE OF:

                                               ELECTROGRAPH SYSTEMS, INC.
s/ Veronica T., Laskowski
-------------------------                       By: s/ Sam Taylor
                                                -----------------
                                                Tenant
Date: 4/29/02
-------------








<PAGE>


















State of New York County of                                ss.:


On            before me, the undersigned, a Notary Public in and for said State,
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.





----------------------------------------------------
(Signature    and    office   of   person    taking
acknowledgment)




State of New York County of                                      ss.:


On                         before me, the undersigned, a Notary Public in and
for said State, personally appeared


the  subscribing  witness(es)  to  the  foregoing  instrument,  with  whom  I am
personally  acquainted,  who,  being by me duly  sworn,  did depose and say that
he/she/they  reside(s) in (if the place of  residence is in a city,  include the
street and street number, if any, thereof);




that he/she/they know(s)

to be  the  individual(s)  described  in and  who  executed  the  foregoing
 instrument;  that  said  subscribing
witness(es) was (were) present and say said


execute  the  same;  and  that  said  witness(es)  at the same  time  subscribed
his/her/their name(s) as a witness(es) thereto.





----------------------------------------------------
(Signature    and    office   of   person    taking
acknowledgment)




BUILDING......................................................................

Premises......................................................................




                                    Landlord


                  To



                                    Tenant

===============================================

                  LEASE
==============================================





                                    GUARANTY

         In consideration of the letting of the premises within mentioned to the
Tenant within named,  and of the sum of One Dollar,  to the  undersigned in hand
paid by the Landlord  within names,  the  undersigned  hereby  guarantees to the
Landlord  and to the  heirs,  successors  and/or  assigns of the  Landlord,  the
payment by the Tenant of the rent,  within  provided for, and the performance by
the Tenant of all of the provisions of the within lease.  Notice of all defaults
is  waived,  and  consent  is hereby  given to all  extensions  of time that any
Landlord may grant.

         Dated,

State of New York County of                                   ss.:

On                         before me, the undersigned, a Notary Public in and
for said State, 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.




-----------------------------------------------------
(Signature and office of person taking
acknowledgment)



<PAGE>





RIDER TO LEASE  dated  June 1, 2002  between  40 Marcus  Realty  Associates,  as
Landlord, and Electrograph Systems, Inc., as Tenant.

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

     1. Anything  herein,  to the contrary  notwithstanding,  Tenant  shall,  at
Tenant's  own  cost  and  expense,  secure  and pay for  all  interior  repairs,
replacements,  utilities,  maintenance  and services  required by Tenants or for
preservation  of the  demised  premises,  including  but  not  limited  to:  gas
electricity, telephone, light, janitorial services, plumbing, wiring, carpentry,
mechanical,  plate glass, electrical,  air-conditioning,  store front, painting,
decorating and maintenance  services,  heat,  fuel,  garbage and waste disposal,
snow removal,  water, hot water and sewer rent. Any fees or deposits for permits
or licenses for machinery,  meters, signs or any other equipment or usage, shall
be made,  secured,  and/or paid for by Tenant at Tenant's  own cost and expense.
Except as expressly provided in this Lease, Landlord shall have no obligation to
furnish or perform interior repairs,  maintenance or services; provided however,
that Landlord shall be responsible for so-called  "structural" repairs,  defined
as exterior  walls,  structural  members and  foundation.  As  designated in the
within paragraph, "utilities" refers solely to those utilities consumed by other
Tenants if any, in the building in which the demised premises are located.

         2. Anything  herein to the contrary  notwithstanding,  Tenant is hereby
given permission to erect any sign or signs in and about the demised premises at
Tenant's own cost and expense, provided: (a) Any such sign shall comply with all
rules and regulations of any governmental authority having jurisdiction thereof;
(b) Said sign or signs shall be installed without damage to Landlord's  building
including  signs on each exterior  wall; (c) Upon the removal of any such signs,
all damage occasioned  thereby shall be repaired by Tenants at Tenants' own cost
and expense.

         3. Tenant shall  secure,  pay for and maintain  during the term of this
Lease,   a   policy   of   general   liability   insurance,    (having   limits:
$1,000,000/2,000,000  for bodily  injury;  $100,000 for property  damage) from a
financially  responsible  insurer  licensed  to do  business in the State of New
York; which said policy shall name as protected,  the Tenant and Landlord as the
fee owner, as their  respective  interests  shall appear,  and any other parties
designated by Tenant,  and shall contain a waiver of  subrogation as against the
Landlord as fee owner.  Tenant shall  deliver to the Landlord a  certificate  of
such insurance  policy on or before the beginning of the term of this Lease.  In
any such policy,  the bodily injury coverage shall be written on an "Occurrence"
basis and shall include personal injury coverage; and shall also provide that no
modification, termination or cancellation thereof shall be effective until after
ten (10) days prior  written  notice has been given to Landlord by the insurance
carrier,  to be  forwarded  by  Certified or  Registered  Mail,  Return  Receipt
Requested. In the event of the failure of the Tenant to secure, maintain and pay
for such policy and to provide a certificate thereof to Landlord,  Landlord may,
in Landlord's  sole  discretion,  order such policy and the premium cost thereof
shall be due from Tenant as additional  rent  hereunder or Landlord may elect to
treat such failure as a default  hereunder,  in which case,  Tenant  agrees such
default is a material default of the Lease.

         4. Tenant,  at its cost,  shall  maintain a policy of standard fire and
extended coverage insurance with vandalism and malicious  mischief  endorsements
to the extent of at least eighty [80%] percent of full  replacement  value as to
the demised structure and its environs, defined as follows:  $1,200,000.00.  The
insurance policy shall be issued in the name of Landlord,  Tenant and Landlord's
lender, if any, now or in the future,  as their interests appear.  The insurance
policy shall provide that any proceeds  shall be made payable to the Landlord or
Landlord's  lender,  as Landlord may designate.  The Tenant agrees to assign and
deliver at the  commencement of this Lease said insurance policy to the Landlord
and the said policy and renewal  thereof shall be held by said Landlord.  In the
event the  Tenants  do not pay the  premiums  as they  fall due on said  policy,
Landlord shall have the option of paying said premiums on behalf of Tenants, and
adding the cost thereof to the next month's rent due Landlord under the terms of
this Lease as additional rent and to collect same as "additional rent".

                  The   foregoing   insurance   policy  shall  provide  that  no
modification, termination or cancellation thereof shall be effective until after
thirty  [30] days prior  written  notice has been given to the  Landlord  by the
insurance carrier, certified mail, return receipt.

                  If any  extraordinary or excessive  insurance  premium cost is
charged to Landlord as the result of the nature of Tenant's business, or its use
and  occupancy  of  the  demised  premises  or  an  installation,  condition  or
alteration  made or maintained by Tenant  therein,  the full cost of such excess
premium  or  extraordinary  charge  shall be borne  by and paid by  Tenant.  The
finding  or  "make-up"  of  rate   established  by  the  New  York  Fire  Rating
Organization [or such other agency having  jurisdiction and  responsibility  for
rating the building for insurance  purposes]  shall be admissible as evidence in
any action and proceeding and shall be deemed  conclusive  evidence of the facts
therein stated and of the items and charges then  applicable to the building and
the demised  premises  located  therein.  The total costs of  insurance  and the
totality of coverage shall not exceed that which is reasonable and customary.

         5. The Tenant  agrees to indemnify  the  Landlord,  and the  respective
officers,  directors,  agents,  servants and  employees  thereof  against and to
defend, save and hold them harmless of and from, any and all liability, cost and
damage for or arising by reason of any and all claims, suits or causes of action
for bodily  injury,  personal  injury,  death or property  damage to any and all
persons  in any  manner  caused  by acts,  negligence  or  omissions  of, or any
condition created,  caused,  permitted or suffered by, the Tenant, its officers,
directors, agents, servants, and employees.

         6.  Except  for  injury,   loss  or  damage  occasioned   directly  and
specifically as the result of the Landlord's negligence,  the Landlord shall not
be liable or responsible to the Tenant for the safekeeping of any goods or other
property of the Tenant, nor for injury to any person or persons or any damage to
or loss of  merchandise  or other  property of the Tenant  occasioned  by theft,
fire, water, power failure, accident or the bursting,  leaking or running in the
demised premises of any plumbing,  heating,  electrical apparatus, gas, steam or
pipes of any nature, or from any other cause whatsoever;  and except for injury,
loss or damage due to  Landlord's  negligence,  anything  herein to the contrary
notwithstanding,  the Tenant, for itself and its insurers,  releases Landlord of
and from any and all such liability and responsibility.

         7. It is  understood  and agreed that under any and all  circumstances,
the  liability of the Landlord  shall not be personal and whenever  Tenant,  its
agents,  servants or employees seek or recover any money judgment or other award
of damages against the Landlord from any Court,  administrative body or tribunal
of  competent  jurisdiction,  that  satisfaction  thereof  shall be  solely  and
expressly  limited  to levy  of  execution  against  and  collection  out of the
interest  of the  Landlord in and to the  demised  premises  and/or the land and
building  of  which  the  demised  premises  forms a part,  and the  Tenant  for
themselves,  their agents, servant and employees, heirs, successors and assigns,
expressly and specifically relinquishes,  waives and releases any and all rights
to seek,  secure,  recover or collect any portion of such  judgment,  damages or
award against or from the Landlord personally or from any other property, assets
or  estate  of  the  Landlord,  its  heirs,  successors,   officers,  directors,
shareholders, legal representatives, agents, servant, employees or assigns.

         8. In lieu of the  Landlord  not  requiring  the  Tenant to  maintain a
policy of plate glass insurance, it is specifically agreed that the Tenant shall
be solely  responsible  for the replacement of any and all plate glass damage at
the Tenant's  cost and expense.  In the event the Tenant fails to replace and or
repair plate glass within a reasonable time after damage  thereto,  the Landlord
shall have the right to repair said plate glass damage,  and in such event,  the
landlord  is hereby  authorized  to add the cost of such  repair to any  regular
installment of rent thereafter becoming due, as additional rent.

     9.  Tenants  shall bear and pay to the Landlord as  additional  rent during
each Lease year, the cost to Landlord of the following:


                  A.  Commencing  with the rental  due June 1,  2002,  the fixed
annual  rent  hereinbefore  set  forth  for  each  fiscal  year  of  this  Lease
(hereinafter  a "lease  year")  shall be increased  by  additional  rental in an
amount equal to one hundred [100%] percent of the amount expended for taxes, [as
hereinafter defined], in such Lease year.

                  For information  purposes only: The 2001-2002 tax bill for the
                  demised premises is in the amount of $25,440.85.

         Such  additional  rent shall be paid by the Tenants within fifteen (15)
days after the  Landlord  shall have  served  upon  Tenants a written  statement
thereof. The Tenants or their authorized  representative shall have the right to
inspect  the books of the  Landlord  during its regular  business  hours for the
purpose of verifying the information set forth in the statement submitted by the
Landlord  pursuant to this  paragraph  provided  that  written  request for such
inspection  shall be made by the Tenants  within ten (10) days after the receipt
of such statement.  For purposes of this paragraph,  the term "Taxes" means real
estate taxes,  transfer  taxes,  vault charges and other  governmental  taxes or
charges,  special,  ordinary or  extraordinary,  foreseen or unforseen  (but not
income,  franchise,  inheritance  or  capital  stock  taxes)  which  may  now or
hereafter  be levied or assessed  against the lands and  buildings  of which the
demised  premises  form a part  thereof.  In the  event  the tax  year  does not
correspond with a Lease year,  equitable  proration shall be made in determining
the amount expended in respect of such period.

                  (a) Every  "lease  year' during the term hereof shall be for a
period of twelve  (12) full  calendar  months,  except  that the last Lease year
shall terminate on the date this Lease expires or is otherwise terminated.

                  (b) In the event  that as the  result of  changes in the laws,
enabling statutes or other code, rules or regulations, including but not limited
to the Internal Revenue Code, taxes or other levies or assessments against gross
rental  income shall be  substituted  in whole or in part for any real  property
taxes or  assessments  presently  applicable to real  property,  then and to the
extent  that  such  taxes  shall be and  constitute  a  substitute  for the real
property taxes against the premises of which the demised  premises forms a part,
such  substitute tax or assessment  shall be included in and considered  part of
the real property taxes for the purposes of calculating  the portion  thereof to
be paid by Tenants as additional rent hereunder.

     10. A. The amount of all such additional rent shall be due and payable with
the next regular monthly  installment of rent following the submission to Tenant
of a bill,  together with the  calculation of additional  rent due,  therefor by
Landlord.

                  B. A copy of the official tax bill,  insurance premium bill or
other  statement or invoice for a charge or expense to Landlord  shall be deemed
sufficient  and conclusive  evidence of the amount of such charge or expense,  a
percentage of which is payable by Tenant to Landlord as additional rent.

                  C. If any extraordinary or excessive insurance premium cost is
charged to Landlord as the result of the nature of Tenant's business, or its use
and  occupancy  of  the  demised  premises  or  an  installation,  condition  or
alteration  made or maintained by Tenant  therein,  the full cost of such excess
premium  or  extraordinary  charge  shall be borne by and paid by  Tenants.  The
finding  or  "make-up"  of  rate   established  by  the  New  York  Fire  Rating
Organization (or such other agency having  jurisdiction and  responsibility  for
rating the building for insurance  purposes)  shall be admissible as evidence in
any action and proceeding and shall be deemed  conclusive  evidence of the facts
therein stated and of the items and charges then  applicable to the building and
the demised  premises  located  therein.  The total costs of  insurance  and the
totality of coverage shall not exceed that which is reasonable and customary.

                  D. The portion of the Landlord's  costs or charges  payable as
additional rent by Tenant shall be apportioned on the basis that the first Lease
year,  the last Lease year or any Lease year does not  coincide  with the fiscal
year to which any such charge is applicable.

         11. Tenant  agrees that if Landlord  shall pay or be compelled to pay a
sum of money or to perform any act that requires the payment of money, by reason
of the  failure of the  Tenant to keep,  observe,  or perform  any of the terms,
covenants and provisions  herein contained to be kept,  observed or performed by
the Tenant,  other than the payment of rent, then and in such event,  the sum or
sums so paid by the Landlord shall, upon Landlord's demand, be paid by Tenant to
Landlord as  additional  rent,  with  interest  thereon at the  maximum  rate of
interest allowable on the date of such demand,  together with the installment of
the monthly base rent next due from date of said demand.

         12. Any and all notices, consents and other communications which either
party may desire or be required  to give to the other  shall be in writing  and,
except as otherwise  herein  specifically  provided,  shall be sent by Certified
Mail, Return Receipt Requested,  addressed to the party for whom intended at the
address  first herein above set forth or at such other address as such party may
designate  for such purpose by notice duly given to the other.  All such notices
shall be deemed to have been duly given on the third  business day following the
date of the deposit thereof,  securely  enclosed in a postpaid wrapper addressed
as above, in an official depository maintained for mailing purposes by the U. S.
Post Office Department (or its successor postal agency).

         13. If any term,  condition or provision of the printed portion of this
Lease  shall  be  inconsistent   with  a  provision  of  this  Rider,  then  the
inconsistent  portions of the printed  Lease form shall be deemed  superseded by
the provisions set forth in this Rider.  Wherever  appropriate for good usage or
meaningful interpretation,  terms expressed in the neuter, masculine or feminine
gender shall be deemed interchangeable, as shall terms expressed in the singular
or plural be deemed interchangeable.

         14. In the event that any payment  provided to be made hereunder  shall
become overdue in excess of ten (10) days as additional  rent,  Tenant shall pay
to the  Landlord a late charge of five (.05) cents for each dollar so overdue to
compensate Landlord for expenses incurred in handling such delinquent payment or
payments. The charges hereunder shall be due and owing regardless of application
of security pursuant to paragraph "10".

         15. On the written request of either party, the Landlord and the Tenant
each  covenant  and agree to execute,  seal,  acknowledge  and deliver  unto the
other,  within ten (10) days of written request,  a certificate  attesting:  (a)
Whether this Lease is current and in full and continuing  force and effect;  (b)
Whether there are any defaults,  arrears,  set-offs,  claims,  counter-claims or
defenses to or against the full  enforcement of any of the terms,  covenants and
conditions  to be paid and  performed  hereunder;  (c) To the amount of the rent
then being paid and the dates of the  commencement  and  expiration  of the term
hereof;  (d) To the  period  for which and the amount of the rent which has then
been  prepaid;  and  (e)  Whether  the  other  party  has  fully  performed  all
obligations on its part to be performed.

         16. It is specifically  understood and agreed that any item required to
be paid by Tenant,  including additional rent or payments for defaults, shall be
deemed  rent,  and upon the failure of Tenant to pay the same when due, it shall
be deemed  equivalent  to a default  in the  payment  of rent and shall  entitle
Landlord to invoke any and all remedies as in the case of non-payment of rent.

         17. In any case where Landlord brings any action or summary  proceeding
for any default of the Tenant hereunder,  whether for the non-payment of rent or
additional  rent or any other default,  Landlord shall be entitled to reasonable
attorney's fees if successful; plus filing fees, sheriff's fees, if any, for any
one  action or  proceeding.  Parties  each  waive  trial by jury in any  summary
proceeding.

         18. The Tenant  shall have the right to contest  any real  estate  tax,
special  assessments  or other  governmental  charges  levied  against  the real
property of which the demised  premises are a part,  by writ of  certiorari,  or
otherwise,  in the same manner as provided by law for the owner of the  property
to contest the same upon condition that the Tenant shall pay,  immediately  upon
billing, such real estate taxes, special assessments or other government charges
(looking  to the  taxing  authorities  for a  refund  thereafter),  and upon the
further  condition that the cost of such proceeding shall be borne solely by the
Tenant and the Tenant shall hold the Landlord  free and harmless  from any cost,
penalties, interest, damages or other liability otherwise incurred as the result
thereof.  Landlord  shall,  at Tenant's  request,  execute such documents as are
reasonably necessary to carry out the foregoing.  In the event the Tenant should
be successful  in contesting as aforesaid,  the result of which creates a refund
to the Landlord, the following shall apply:

                  Upon  receipt by the  Landlord of such  refund,  the  Landlord
shall  return to the Tenant  the costs and  expenses  incurred  by the Tenant in
obtaining  such  refund.  The  Tenant  shall  have a  similar  right to  contest
insurance costs and any other costs charged pursuant to paragraphs "8" and "9".

         19. Ceiling lighting  fixtures shall not be deemed trade fixtures,  and
upon  installation,  the  same  shall  become,  be and  remain  Landlord's  sole
property.  All light bulbs,  tubes,  ballasts,  starters,  switches,  lenses and
grills for such ceiling  fixtures,  and the  servicing and  maintenance  thereof
shall at all times be solely the obligation of Tenant.

         20. A.  Tenant  covenants  and  agrees  that it will  occupy the entire
demised premises, and will conduct its business in the regular and usual manner,
throughout  the  term  of this  Lease.  Tenant  acknowledges  that  Landlord  is
executing this Lease in reliance upon these covenants,  and that these covenants
are a material  element of  consideration  inducing the Landlord to execute this
Lease. Tenant further agrees that if it vacates the demised premises or fails to
so conduct  its  business  therein,  at any time  during the term of this Lease,
without the prior written consent of the Landlord,  then all rent and additional
rent reserved in this Lease from the date of such breach to the expiration  date
of this Lease, shall become immediately due and payable to Landlord.

                  B. The parties recognize and agree that the damage to Landlord
resulting  from any breach of the  covenants in  subdivision  (a) hereof will be
substantial  and will be greater  than the rent  payable  for the balance of the
term of this  Lease,  and will be  impossible  of  ascertainment.  The  parties,
therefore, agree as follows:

                           1.       In the  event of a breach or  threatened
breach of the said covenants,  in addition to all of Landlord's other rights and
remedies,  at law or in equity or  otherwise,  Landlord  shall have the right of
injunction to preserve  Tenant's  occupancy and use. The words "become vacant or
deserted" as used  elsewhere  in this Lease shall  include  Tenant's  failure to
occupy or use as by this Article required.

                           2.       If Tenant  breaches  either of the covenants
in subdivision (a) above, and this Lease be terminated  because of such default,
then, anything in this Lease as to the contrary notwithstanding:

                                    (a)     Landlord shall have the right to
re-enter the demised  premises,  and to alter,  reconstruct  and rent all or any
part of the  premises,  at any rental to which  Landlord  shall  agree,  for any
portion of or beyond the original term of this Lease.

                                    (b)     Any income  received by Landlord on
any such re-rental  shall be the property of the Landlord alone, as compensation
for the  expenses in  connection  with the  preparation  and  re-renting  of the
demised  space,  and,  together with the rents and  additional  rents payable as
aforesaid,  as liquidated damages for the breach of Tenant, which damages cannot
be  computed,  as  aforesaid.  Tenant shall have no right to any portion of such
income.

         21. In any action or summary  proceeding  brought by  Landlord  against
Tenant under this Lease (or any  renewal,  extension,  holdover or  modification
thereof),  for non-payment of rent or additional  rent, the Tenant hereby waives
the right to interpose, and expressly covenants and agrees not to interpose, any
counterclaim  or set-off  of  whatever  nature or  description.  The  foregoing,
however,  shall not be deemed or  constitute a waiver of the  Tenant's  right to
commence and prosecute a separate action against Landlord on a bona-fide claim.

         22.  Every "Lease Year" during the term hereof shall be for a period of
twelve  (12)  full  calendar  months,  except  that the last  Lease  year  shall
terminate on the date this Lease expires or is otherwise terminated.

         23. The fixed  annual rent  hereinafter  provided is intended to be and
shall be absolutely  net to Landlord.  It is the intention of the parties hereto
that all expenses,  costs and obligations of the parties  hereto,  all expenses,
costs and  obligations  of every  kind and  nature  whatsoever  relating  to the
demised  premises,  (with  the  exception  of the base  real  estate  taxes  and
structural  repairs as defined herein),  shall be paid by Tenant either directly
or as  additional  rent so that this Lease shall yield to Landlord the net fixed
annual rent specified during the term of this Lease.

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

         25. Tenant  agrees not to allow or permit during the demised term,  any
mechanic's or other lien for work, labor and services and/or materials furnished
or otherwise to attach to and become a lien upon the premises as a result of any
work done by or on behalf of Tenant. If such lien shall so attach,  Tenant shall
within thirty (30) days after notice thereof,  either pay or satisfy the same or
procure the  discharge  thereof of record in such manner as may be  permitted or
provided by law.  Should Tenant fail or refuse to discharge any such lien within
the period herein provided, then Landlord is hereby authorized to add the amount
of the said lien to any regular  installment of rent thereafter  becoming due as
additional rent.

         26. During the entire term of this Lease,  the Tenant shall be required
to keep in full force and effect all necessary Certificates of Occupancy for the
purposes for which the demised premises are rented,  permits and other approvals
or consents required by any governmental  authority having jurisdiction over the
business  conducted  by the  Tenant as set forth in the  purpose  clause of this
Lease.  The Landlord  represents that the present zoning of the demised premises
is "C8".

         27. Should any conflict in language or interpretation occur between the
printed  provisions of this Lease,  the parties agree that the provisions in the
Rider shall prevail. All reference to paragraphs as set forth in the Rider shall
refer to  paragraphs  so  indicated  in the Rider and not to  paragraphs  in the
printed portion of this Lease, unless so designated or unless the context of the
Rider is intended to designate the printed portion of this Lease.

     28. This Lease  contains all of the agreements  and  understandings  of the
parties and cannot be amended or modified except by a written agreement.

     29. The unenforceability,  invalidity or illegality of any provision of the
Lease shall not render the other provisions unenforceable, invalid or illegal.

     30.  This Lease  shall not be  recorded.  No  Memorandum  shall be recorded
without the express written consent of the Landlord.

     31. Tenant  covenants  that the demised  premises will not be used so as to
interfere with other Tenants in the same building.

     32.  In the  event  the  Tenant  does  not  vacate  the  premises  upon the
expiration date of this Lease,  then and in that event,  the Tenant shall remain
as month to month Tenant at a monthly  rental 100% greater than the last monthly
rental paid during the term of the Lease.  Nothing herein shall grant the Tenant
a right to holdover after the expiration of the Lease term.

     33.  The  annual  base rent for the years of the term of the  within  Lease
shall be as follows:

                                            Annual

June 1, 2002 to May 31, 2003        $209,540.00- monthly $17,461.67
June 1, 2003 to May 31, 2004        $220,017.00- monthly $18,334.75
June 1, 2004 to May 31, 2005        $231,017.85- monthly $19,251.49
June 1, 2005 to May 31, 2006        $242,568.74- monthly $20,214.06
June 1, 2006 to May 31, 2007        $254,697.17- monthly $21,224.76

         34.  Notwithstanding any provision of the within Lease to the contrary,
written  consent of the Landlord to an assignment  of the within  Lease,  and/or
sub-Lease of a portion of the demised premises,  shall be required. The Landlord
shall not  unreasonably  withhold  its consent to such  assignment  or sub-Lease
provided the then Tenant has complied with the following terms and conditions:

                  (a) The within Tenant shall not be in default as to any of the
terms and  conditions of the within Lease,  and the Lease shall be in full force
and effect.

                  (b)  The  within  Tenant  shall  notify  the  Landlord  of the
proposed  assignment,  or  sub-Lease,  which  notice  shall be  forwarded to the
Landlord by Certified Mail,  Return Receipt.  Said notice shall be mailed to the
Landlord  no less than  thirty  (30) days prior to the  proposed  assignment  or
sub-Lease.  Said  notice  shall  contain  the name and  address of the  proposed
assignee or sub-Lessee, and if said assignee or sub-Lessee is a corporation, the
name of the principal of said corporation,  the date of the proposed  assignment
or sub-Lease, and the proposed use of the premises by the assignee.

                  (c) The use of the demised  premises by the proposed  assignee
or  sub-Lessee  shall be  substantially  similar to the Tenant's use and purpose
provided for in the within Lease.

                  (d) The assignment of Lease or sub-Lease shall be delivered to
the Landlord accompanied by an Assumption Agreement,  if an assignment,  both in
proper form for recording,  said delivery to the Landlord to be mailed Certified
Mail, Return Receipt, within one (1) week of such assignment.

                  (e) Such assignment or sub-Lease shall in no manner  discharge
the Tenant or any  subsequent  Tenants  herein from any  liability or obligation
whatsoever  created by the within Lease, and such liability and obligation shall
continue for the remainder of the within Lease.

                  (f) If the Tenant is a corporation,  any dissolution,  merger,
consolidation or reorganization of Tenant or the sale or other transfer of fifty
(50%)  percent or more of the  capital  stock of the  Tenant  shall be deemed an
assignment  under the terms of this  paragraph  subject  to all of the terms and
conditions specified herein; provided,  however, that transfers of capital stock
of  the  Tenant  between  presently  existing  shareholders  of the  Tenant,  or
transfers  of capital  stock to members of the  immediate  family of the present
shareholders  of the Tenant,  shall not be deemed an assignment  pursuant to the
terms of the within paragraph.

                  (g)  If  the  Tenant  is  a  corporation,  or  this  Lease  is
subsequently  assigned to a  corporation,  the Tenant shall furnish the Landlord
with a true copy of a resolution  duly adopted by the Board of Directors of such
corporation authorizing the corporation to enter into this Lease.

                  (h)  The  Tenant  shall  be  responsible  for the  payment  of
reasonable  attorney's  fees  to  the  Landlord's  attorney  for  review  of all
documents and the preparation of any additional documents,  if necessary,  which
attorney's  fees  will not  exceed  $1,000.00,  plus  any and all  disbursements
incurred.

                  (i) That  simultaneously  with said assignment  there shall be
paid to the Landlord,  as additional  security, a sum equal to two (2) months of
the then applicable rent, and same shall be held by the Landlord pursuant to the
same  terms as the  security  recited  herein  in  Lease  paragraph  "27".  This
provision  shall apply to each and every  assignment  or sub-Lease of the within
Lease.

         35.  Defaults and remedies.  A. If (1) Tenant default in the payment of
any rent or any  additional  rent and such default  continues  for five (5) days
after  written  notice  from  Landlord  or its agent or (2) Tenant  defaults  in
fulfilling any of the covenant or agreements or any rules or regulations of this
Lease on its part to be kept or  performed  and such  default  is not made  good
within ten (10) days after written notice from Landlord or its agent,  or within
such  additional time as Tenant may be prevented from making good the default as
is  caused by delays  attributable  to  strikes,  labor  troubles,  acts of God,
governmental  prohibitions and similar causes beyond Tenant's control, or (3) If
this Lease is  transferred  to or devolve upon any person or  corporation  other
than Tenant,  except as may be specifically  permitted by this Lease, or if this
Lease is mortgaged or assigned without the written consent of the Landlord, then
and in any of such events  mentioned in this  subparagraph "A" the term thereof,
shall  thereupon ipso facto expire and come to an end as if such  expiration was
so fixed by the terms of this  Lease on the fifth  (5th) or tenth  (10th) day of
such default as mentioned in (1) and (2) above and upon the occurrence mentioned
in (3) above and Landlord may re-enter upon the demised  premises either with or
without  process of law and remove all persons  therefrom  and Tenant shall quit
and surrender the same to Landlord and Tenant shall remain liable as hereinafter
provided.  In the  event  Tenant  shall  fail,  neglect  or  refuse  to quit and
surrender the demised  premises  upon receipt of notice from Landlord  declaring
the term hereof at an end,  then  Landlord may commence a summary  proceeding to
remove Tenant from the premises as a holdover. If pursuant to (2) the default is
of such a nature  that it  cannot  be cured  within  ten (10)  days,  if  Tenant
commences to cure such default  within ten (10) days and proceeds  diligently to
remedy such  default,  the Landlord  shall not have the right to terminate  this
Lease.

         B. If Tenant  shall  abandon  the demised  premises or if the  premises
become and remain  vacant or deserted for a period of fifteen  (15) days,  or if
the term of this Lease shall expire as hereinabove  provided, or if Tenant fails
to take  possession of the demised  premises  within  forty-five (45) days after
commencement  of the term of this  Lease,  Landlord  may  re-enter  the  demised
premises and remove  Tenant or its legal  representatives  or other  occupant by
summary  proceedings or otherwise and Tenant hereby waives the service of notice
of intention or to institute legal proceedings to that end.

         C. In case of any  re-entry,  expiration  and/or  dispossess by summary
proceedings or otherwise,  the rent shall become due thereupon and be paid up to
the time of such  re-entry,  dispossess  and/or  expiration,  together with such
expenses as Landlord may incur for legal  expenses,  attorneys  fees,  brokerage
and/or putting the demised premises in good order, or for preparing the same for
re-rental;  Landlord may relet the premises or any part or parts thereof  either
in the name of  Landlord  or  otherwise,  for a term or terms  which  may at the
Landlord's  option be less than or exceed the period  which may  otherwise  have
constituted  the  balance  of the term of this  Lease and may  grant  reasonable
concessions,  or free rent;  and Tenant or the legal  representatives  of Tenant
shall also pay  Landlord  as  liquidated  damages  for the  failure of Tenant to
observe and perform said Tenant's  covenants  herein  contained,  and deficiency
between all rent or  additional  rent hereby  reserved  and/or  covenanted to be
paid,  with  percentage  rental  computed  for the  balance  of the term for the
purpose of this article at the average  annual  percentage  rent for the two (2)
full Lease years  preceding the default or re-entry and the net amount,  if any,
of the rents collected on account of the Lease of the demised premises, for each
month of the period which would  otherwise have  constituted  the balance of the
terms of this Lease. In computing such  liquidated  damages there shall be added
to the said  deficiency  such expenses as Landlord may incur in connection  with
reletting, such as reasonable legal expenses,  attorneys fees, brokerage and for
keeping  the  demised  premises  in good  order  or for  preparing  the same for
reletting.  Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent days specified in this Lease. Any suit brought to collect the
amount of the deficiency for any month shall not prejudice in any way the rights
of Landlord  to collect the  deficiency  for any  subsequent  month by a similar
proceeding.  Landlord at Landlord's option may make such  alterations,  repairs,
replacements and/or decorations in the demised premises;  and the making of such
alterations,  repairs,  replacement  and/or  decorations shall not operate or be
construed to release  Tenant from  liability  hereunder as  aforesaid.  Landlord
shall  not be  liable  for  failure  to relet the  demised  premises.  The words
"re-enter"  or "re-entry" as used in this Lease shall not be restricted to their
technical  legal meaning.  Any rents or other income received by Landlord on any
such re-rental  shall be the property of Landlord alone and Tenant shall have no
right to any portion of such income.  In the event that the Tenant is successful
in any  proceeding  brought  pursuant  to the  provisions  hereof,  it  shall be
entitled to its reasonable legal fees.

         D. In the  event of a breach or  threatened  breach by Tenant of any of
the  covenants or  provisions  of this Lease,  Landlord  shall have the right of
injunction  and the right to invoke  any  remedy  allowed at law or equity as if
re-entry,  summary  proceedings and other remedies were not herein provided for.
Mention in this Lease of any particular  remedy shall not preclude Landlord from
any other remedy,  in law or in equity.  Tenant hereby  expressly waives any and
all rights of  redemption  granted by order or any present or future laws in the
event of Tenant  being  evicted  or  dispossessed,  or in the event of  Landlord
obtaining  possession of the demised premises by reason of Tenant's violation of
the  provisions of this Lease.  Tenant  further waives the provisions of Section
749,  Subparagraph 3 of the Real Property  Actions and  Proceedings  Law and any
successor statute thereto.

         E. In the event  Tenant  shall  default  in the  payment of any rent or
additional rent as above provided,  and such default shall continue for ten (10)
days  after  written  notice  from  Landlord,  or its agent and not be made good
within said ten (10) day period,  then and in such event,  Landlord  may, at its
election, and in addition to any other remedy herein afforded, declare this term
at an end and  accelerate  the rent due for the  entire  Lease  period.  In such
event,  the balance of the minimum rent  reserved  from the date of such default
until the last day of the Lease  period,  shall  thereupon be forthwith  due and
payable. Failure by Landlord to relet the premises shall not be deemed an offset
or defense to recovery of the aforesaid  minimum rent due for the balance of the
term accelerated by reason of Tenant's  default above mentioned.  Landlord shall
be required to give the notice provisions contained in paragraph "12" hereof.

         F.  If  Tenant  shall  default  in the  performance  of any  provision,
covenant or  condition on its part to be  performed  under this Lease,  Landlord
may,  at its  option,  perform  the same for the  account  and at the expense of
Tenant.  If Landlord at any time shall be compelled to pay or elected to pay any
sum of money by reason of the failure of the Tenant to comply with any provision
of  this  Lease,  or  if  Landlord  incurs  any  expense,  including  reasonable
attorney's  fees in  prosecuting or defending any action or proceeding by reason
of any  default of Tenant  under this Lease,  the sums so paid by Landlord  with
legal  interest,  costs,  and damages shall be due from and be paid by Tenant to
Landlord on demand. All such sums, including all payments required to be made by
Tenant  of any kind  under  this  Lease,  shall be  deemed  additional  rent and
Landlord  shall have all remedies for the  collection  thereof that Landlord may
have for non-payment of minimum rent. In the event that the Tenant is successful
in any  proceedings  brought  pursuant  to the  provisions  hereof,  it shall be
entitled to its reasonable legal fees and costs.

         36. The  Tenant  represents,  warrants  and  declares  that it has been
afforded  the  opportunity  to make  exterior  and  interior  inspection  of the
premises  which are the subject of this  Lease,  that they have either made such
inspection  of the said  premises,  or has caused  such  inspection  of the said
premises to be made, and the Tenant distinctly  understand that the premises are
being leased in their present  condition and state of repair,  and tenants agree
that at the time of closing  Tenant  will accept the  premises in their  present
condition and state of repair.

         37. Prior to the  commencement of any  alterations  contemplated by the
Tenant during the term of this Lease, the Tenant shall furnish written plans and
specifications  therefor  to the  Landlord  and  obtain the  Landlord's  written
consent thereto, which consent will not be unreasonably withheld.

                  (a) The Tenant  will  apply for an obtain any and all  permits
therefor as same may be required by any  municipal  agency or  authority  having
jurisdiction,  prior to the commencement of such alterations, and will apply for
and secure any and all requisite  certificates  of occupancy or  certificates of
completion therefor.

                  (b) The  Landlord  and  Tenant  acknowledge  that  the  Tenant
contemplates  causing  extensive  alterations  and  renovations  to the  demised
premises, at the Tenant's sole cost and expense.

     The Tenant shall notify the Landlord  upon the  completion of the foregoing
alterations and renovations. Upon inspection by the Landlord that same have been
performed  in a  workmanlike  and  satisfactory  manner,  and of  all  requisite
permits,  completion  certificates and/or  Certificates of Occupancy,  are to be
furnished to the Landlord.

         38. Tenant represents and warrants that Tenant did not consult with any
broker with regard to this  transaction,  and the Tenant agrees to indemnify and
save  harmless the Landlord of any and all  liability,  expense,  loss,  cost or
damage that may arise by reason of any brokerage  claims or demands by reason of
Tenant's acts, and makes this covenant as an express inducement to the Landlord,
intending  that  Landlord  shall rely  thereon  entering  into this Lease.  This
covenant and  representation is irrevocable,  and shall survive the execution of
the within Lease.


<PAGE>


         39.      Tenant shall promptly at its sole cost and expense:

                  (a) Comply with all laws, statutes, codes, ordinances, orders,
judgments,  decrees,  injunctions,  rules and  regulations,  permits,  licenses,
authorizations,  directions  and  requirements  of,  and  agreements  with,  all
governments,  departments,  commissions, boards, courts, authorities,  agencies,
officials and officers, foreseen or unforeseen,  ordinary or extraordinary,  and
all requirements and obligations  arising from any restrictions or agreements of
record,  which now or at any time  hereafter  may be  applicable  to the Demised
Premises or any part thereof or any use or condition of the Demised  Premises or
any part thereof ("Legal Requirements"). Tenant acknowledges and agrees that its
obligation  to comply  with all Legal  Requirements  shall  include,  but not be
limited to, The Americans with  Disabilities  Act of 1990 and similar present or
future laws, and rules and regulations issued pursuant thereto;

                  (b) Keep the Demised Premises free of Hazardous  Materials (as
hereinafter  defined).  Neither  Tenant or any  other  occupant  of the  Demises
Premises shall, nor shall permit,  anyone to use, transport,  store,  dispose or
deal with, in any manner,  Hazardous Materials on the Demised Premises except in
compliance  with all Legal  Requirements.  In the event that Tenant receives any
notice or advice  from any  governmental  agency or any source  whatsoever  with
respect to the  existence of Hazardous  Materials  on, or affecting  the Demised
Premises,  Tenant shall  immediately  notify Landlord.  If Tenant shall cause or
permit Hazardous  Materials to be placed on the Demised  Premises,  Tenant shall
conduct and complete all  investigations,  sampling and testing and all remedial
actions  necessary  to clean up and  remove  all  Hazardous  Materials  from the
Demised Premises in accordance with all Legal Requirements.  The term "Hazardous
Materials",  as used in this Lease,  shall mean  gasoline,  petroleum  and other
hydrocarbons,  explosives,  radioactive materials, heavy metals, polychlorinated
biphenyls,  and all other  materials,  solid,  liquid or gas, whether similar or
dissimilar to those enumerated above, which are defined as hazardous or toxic by
any federal,  state or local law,  ordinance or regulation,  now in existence or
hereafter adopted.


         40.  If any  provision  of this  Rider  shall be in  conflict  with any
provision of the printed form of this Lease,  the provisions of this Rider shall
control.


In the Presence of:                         40 Marcus Realty Associates


                                            BY:________________________________
___________________                              President

                                            Electrograph Systems, Inc.


-------------------
                                            BY:_______________________________
                                                Sam Taylor










E:\lawfirm\RealEstate\Rider\40MarcusRealtyAss-with-Electrograph-LeaseRider.wpd