SPANISH RIVER EXECUTIVE PLAZA, LTD.
                          a/k/a Century Financial Plaza

                             OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE  AGREEMENT (this "Lease") is made and entered into on the
1st day of October,  1997 (the "Effective  Date"),  by and between Spanish River
Executive  Plaza,   Ltd.  a/k/a  Century  Financial  Plaza,  a  Florida  Limited
Partnership ("Landlord") and Manchester Equipment Company, Inc., as ("Tenant").

                              W I T N E S S E T H:

1.     DEFINITIONS.  Landlord and Tenant hereby agree that the words and phrases
herein shall have the following meanings:

         a) "Base  Rental"  shall mean the sum of  $93,279.96  per annum payable
$7,773.33  monthly and as adjusted  pursuant to Paragraph 5 hereof together with
all applicable Florida sales tax.

         b)  "Building  Standard"  shall  mean  the type of  materials  Landlord
designates  from  time  to  time  to be the  minimum  quality  to be used as the
Leasehold Improvements as defined herein.

         c) "Building"  or  "Buildings"  shall mean all office  buildings now or
hereafter  located  upon the real  property  described  in Exhibit "A"  attached
hereto and made a part hereof (the  "Property").  Reference to the "Property" in
this Lease shall be deemed to include the  Building  unless  expressly  provided
otherwise.  The Building  presently  consist of one structure  containing 37,002
rentable  square feet.  The Property  has an address of 185 N.W.  Spanish  River
Boulevard,  Boca Raton,  Florida 33431 and is known as Spanish  River  Executive
Plaza a/k/a Century Financial Plaza.

         d) "Commencement Date" shall mean December 1, 1997.

         e) "Common  Areas"  shall mean those areas of the  Building  devoted to
corridors,  elevator  foyers and elevator  cabs,  restrooms,  mechanical  rooms,
janitorial  closets,  electrical and telephone closets,  vending areas and other
similar  facilities  provided for the common use or benefit of tenants generally
and/or the public,  and Landlord  shall have the right,  at any time, to change
the size and location of the Common Areas.

         f) "Existing  Improvements"  means the  improvements in the Premises on
the Effective Date.

         g) "Exterior  Common Areas" shall mean the portions of the Property not
located within the Building and which are provided and maintained for the common
use and benefit of Landlord  and tenants of the  Building  and their  respective
employees,   invitees  and  licensees,   including,   without  limitation,   all
unassigned,  ground level,  uncovered parking areas, and all streets,  sidewalks
and landscaped areas.

     h)  "Hazardous   Materials"  shall  mean  any  substance   defined  in  the
definitions   of  "hazardous   substances",   "hazardous   wastes",   "hazardous
materials", "toxic substances", "contaminants", or "pollutants" under applicable
federal,  state,  or  local  laws,  ordinances,  codes,  or  regulations  now or
hereafter in effect.

         i)  "Leasehold  Improvements"  shall mean those  improvements,  if any,
which Landlord has agreed to complete as set forth in paragraph 53 below.

         j) "Lease Term" shall mean a term commencing on the  Commencement  Date
(December 1, 1997) and  continuing  until  November  30, 2002 (the  "Termination
Date").

         k) "Lease  Year" shall mean the 12 month  period  starting on the first
day of the  first full month  following the  Commencement  Date and  thereafter,
each successive 12 month period.

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         l) "Normal  Business  Hours" shall mean 8:00 a.m. to 6:00 p.m.,  Monday
through  Friday,  excluding  legal  holidays  and from 9:00 a.m. to 1:00 p.m. on
Saturdays.

         m) "Premises"  shall mean Suite 270, 260, 259, 255, 254, 257A and 257B,
but shall be known only as "Suite 270"  hereafter of the Building as outlined on
the floor plan attached to this Lease as Exhibit "B" and made a part hereof.

         n) "Rentable Floor Area" shall mean 5,830 rentable square feet of floor
area  which  includes  the  interior  useable  area of the  Premises,  as herein
defined,  and a prorata  portion  of the  Common  Areas.  The ratio of the total
Common  Areas  relative  to the  Rentable  Floor  Area  shall not vary after the
effective date if Landlord changes the size of the Common Areas.

         o) "Security  Deposit"  shall mean the sum of $8,239.73  which has been
paid to Landlord by Tenant concurrent with the execution of this Lease by Tenant
(See paragraph 38 below) and which Security  Deposit amount shall be in addition
to and independent of the Rent Deposit as referenced in Subparagraph 5(d) below.

         p) "Service  Areas" shall mean those areas within the exterior walls of
the Building used for elevator  mechanical rooms,  building stairs, fire towers,
elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts (but shall
not include any such areas  designated  for the  exclusive use or benefit of the
Tenant).  Landlord  shall have the right,  at any time and from time to time, to
change the size or location of the Service Areas.

         q) "Substantial  Completion" shall be defined as set forth in paragraph
53 below.

         r) "Total  Rentable  Area" shall mean 37,002 square feet which includes
the total floor area within the exterior  walls of the Building less the Service
Areas.

2. LEASE GRANT. Subject to and upon the terms,  provisions and conditions herein
set forth,  and each in  consideration  of the covenants of the other hereunder,
Landlord leases to Tenant and Tenant leases from Landlord the Premises.

3.       LEASE TERM.
         a) This  Lease  shall  continue  in force  during  the Lease Term until
terminated or extended as provided herein.

4.       USE.
         a) The  Premises  shall be used and  occupied by Tenant  solely for the
purpose of  executive  and  general  offices  including,  but not  limited to, a
conference  facility,  sales,  training  facility,  computer related service and
maintenance facility,  showroom and demonstration room facility,  and all lawful
purposes thereto. Tenant agrees not to use or permit the use of the Premises for
any purpose  which is  illegal,  or which,  in  Landlord's  reasonable  opinion,
creates a nuisance or which would  increase the cost of insurance  coverage with
respect to the Property.

         b) Tenant  represents  and warrants  that Tenant will keep the Premises
free from  contamination  by Hazardous  Materials  and that the Premises and the
activities  to be conducted  thereon will not pose any hazard to human health or
violate any applicable current federal, state, or local laws, ordinances, rules,
codes, or regulations perTaining to Hazardous Materials or industrial hygiene or
environmental  conditions  (collectively  referred  to herein as  "Environmental
Laws").  Tenant at its sole cost and expense  shall  conform to all existing and
any future changes in the  Environmental  Laws,  whether foreseen or unforeseen,
and will take all  direct and  indirect  actions  required  in order to keep its
Premises or any  activities  conducted  therein  free from any  violation of any
current or future  applicable  Environmental  Laws.  Tenant agrees to indemnify,
defend  and hold  Landlord  (and  Landlord's  partners,  affiliates,  directors,
officers, shareholders,  employees, mortgagees, heirs successors and assigns, as
applicable)  harmless  from and  against  any and all  claims,  losses,  damages
(including,  without  limitation,  unforeseeable  consequential  and  incidental
damages), fines or penalties resulting from the violation of any Environmental




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Laws applicable to the Building and/or the Premises which have been caused by or
necessitated  by the acts of Tenant  and/or its agents.  All sums paid and costs
incurred by Landlord with respect to the  foregoing  matters shall be payable by
Tenant to Landlord as additional rent due on demand.

         c) Landlord  hereby  represents and warrants to Tenant that to the best
of Landlord's  knowledge as of the date of this Lease, no hazardous material has
been leaked,  spilled,  discharged or incorporated  into the Premises.  Landlord
shall notify  Tenant  immediately  if Landlord  should  discover  any  hazardous
materials  or  violations  of  any  laws  or  regulations   regarding  hazardous
materials.  Landlord will, at Landlord's sole expense, take all action necessary
to remove or abate any  hazardous  materials  should  they be found on or in the
Premises.

5.       RENTAL.
         a) Tenant  covenants  and  agrees to pay  during  the  Lease  Term,  to
Landlord,  without any counterclaim,  set off or deduction whatsoever,  the Base
Rental as set forth in Section 1(a) of the Lease and this Section 5 of the Lease
and all such other sums of money as shall become due hereunder (all of which are
sometimes  herein  collectively  called "Rent").  The Base Rental payable during
each calendar year or portion  thereof  during the Lease Term,  shall be due and
payable in 12 equal  installments on the first day of each calendar month during
the Lease Term and any extensions or renewals thereof,  and Tenant hereby agrees
to pay such Base Rental and any adjustments  thereto to Landlord at Land- lord's
address  provided herein (or such other address as may be designated by Landlord
in writing  from time to time).  The Tenant  hereby  waives any and all right to
offset or  charge  any  amount  owed to Tenant  by  Landlord  against  the Rent,
Operating Expenses,  Operating ExpeNse  reimbursements,  or any other monies due
the Landlord by Tenant under this Lease.

         b) It is also  further  agreed  that the  Landlord  may collect a "Late
Charge"  equal to five  percent  (5%) of any monthly  payment  which is not paid
within  ten  (10)  days of the due date  thereof,  to cover  the  extra  expense
involved in handling delinquent payments,  provided that collection of said Late
Charge  shall not be deemed a waiver by the  Landlord of any of its other rights
under this Lease.  All installments of Rent not paid when due and payable at the
end of any grace period  provided  herein,  shall bear  interest  from that date
^until paid, at eighteen  percent (18%) per annum,  but no more than the maximum
rate  allowed  under the laws of the State of Florida.  Such  interest  and late
charges shall  constitute  additional rent under this Lease and shall be due and
payable on demand, but no later than the next date for any Rent due hereunder.

         c) Tenant shall pay all sales and use taxes levied or assessed  against
all  payments  of Rent due under this  Lease  simultaneously  with each  payment
required  hereunder  on the date  required  hereunder  without  further  notice,
provided,  however,  that Landlord will provide  Tenant with prior notice of any
change in the  sales and use taxes  that are so  assessed.  Until  such  further
notice,  the Florida  State  sales tax  applicable  to all  payments of Rent due
hereunder shall be deemed to be six percent (6%).

         d) Upon  Tenant's  execution of this Lease,  Tenant shall  deposit with
Landlord  the amount of  $8,239.73  which  shall be  applied to the Base  Rental
($7773.33),  and sales tax  ($466.40)  for the  first  month of the Lease  Term^
("Rent  Deposit"),  which  Rent  Deposit  amount  shall  be in  addition  to and
independent of the Security Deposit as referenced in Paragraph 1(q) above.

         e) Tenant shall pay the monthly installments of the Base Rental through
the end of the first Lease Year as set forth in paragraph 1(a) above  (initially
$7773.33 per month plus sales tax), for the first three (3) years of the Initial
Lease Term and  thereafter  the Base Rental shall be increased  according to the
following schedule:






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<TABLE>
<CAPTION>

================================================================================
                            Base Rental Calculations
--------------------------------------------------------------------------------
    Lease                       Tenant's              Base Rental    Base Rental
    Year         Dates           SF       Rate PSF     Annually        Monthly
--------------------------------------------------------------------------------
<S>         <C>                  <C>       <C>         <C>             <C>
      1     12/1/97-11/30/98     5,830     $16.00      $93,279.96      $7,773.33
--------------------------------------------------------------------------------
      2     12/1/98-11/30/99     5,830     $16.00      $93,279.96      $7,773.33
--------------------------------------------------------------------------------
      3     12/1/99-11/30-00     5,830     $16.00      $93,279.96      $7,773.33
--------------------------------------------------------------------------------

      4     12/1/00-11/30/01     5,830     $16.64      $97,011.24      $8,084.27
--------------------------------------------------------------------------------
      5     12/1/01-11/30/02     5,830     $17.31     $100,917.36      $8,409.78
================================================================================
</TABLE>


6. OFFSET:  The Tenant  hereby  waives any and all right to offset or charge any
amount  owed to Tenant by Landlord  against the Base Rental or Tenant's  Prorata
Share of  Operating  Expenses,  or any other  monies due the  Landlord by Tenant
under this Lease.  Tenant shall  nevertheless be able to pursue its own separate
cause of action for any alleged breach pursuant to this Lease by Landlord.

7.       PAYMENT OF OPERATING EXPENSES.
         Notwithstanding anything to the contrary contained herein, Tenant shall
not be obligated to reimburse  Landlord for Tenant's  Prorata Share of Operating
Expenses  during the initial Lease Term,  expiring  August 31, 2002,  except for
Tenant's limited  reimbursement for real estate taxes and insurance costs as set
forth in Paragraph 7(c),
(f) and (g) below.

       
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         c) "Tenant's Prorata Share" of the Operating Expenses shall be equal to
a fraction the numerator of which is the Rentable Floor Area and the denominator
of which is the Total Rentable Area (37,002 square feet). Accordingly,  Tenant's
Prorata Share of the Operating  Expenses for purposes of this Lease is deemed to
be 15.76%.

       
         f)  Tenant's  obligation  to pay its  Prorata  Share  of the  Operating
Expenses  shall survive the  termination  of this Lease.  Similarly,  Landlord's
obligation to refund any overpayment of Tenant's Prorata Share of Expenses shall
survive termination of this Lease.

         g) LIMITED EXPENSE REIMBURSEMENT DURING INITIAL LEASE TERM ONLY. To the
extent that real estate taxes and insurance  costs during the Initial Lease Term
increase  by more  than 4% per  annum  over the  amount  for such  items for the
calendar  year 1997  (Base  Year),  Tenant  shall pay its  Prorata  Share of any
increase (over and above a 4% increase) as of April 15, 1998 and each succeeding
April 15th  thereafter  for the  preceding  calendar  year's  Operating  Expense
Reimbursement and prorated for any partial lease year.

8.  SERVICES TO BE FURNISHED BY LANDLORD.  Subject to Paragraph 7 of this Lease,
Landlord  agrees to use  commercially  reasonable  efforts to furnish Tenant the
following services:

         a) Water at those existing points of supply provided for the general or
common use of Tenant and other tenants in the Building.


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         b) Central heat and air  conditioning  to the Building,  Service Areas,
Common Areas,  and the Premises  during Normal  Business Hours  provided  Tenant
shall bear the cost of any electric consumption relating to the air conditioning
systems within Tenant's  Premises and provided further that such services may be
interrupted or moderated  (with shorter  service hours or different  temperature
settings) by any policies or regulations of any utility or governmental  agency.
Tenant has certain air  conditioning  equipment within its Premises which Tenant
may access at its choice  and  Landlord  represents  that the  utility  systems,
including heating and air conditioning  systems and equipment will be in working
order at the time Tenant takes occupancy.

         Notwithstanding  anything to the  contrary as may be set forth  herein,
Landlord  shall replace the  compressors  or condensers  for any HVAC  equipment
within  or  serving  Tenant's  Premises  provided  Tenant  pays for all  monthly
maintenance and repairs of the HVAC,  including normal replacements of fan belts
and motors,  plus a monthly  maintenance  and filter  changing  contract with an
entity approved by Landlord, which approval shall not be unreasonably withheld.

         Landlord shall,  nevertheless,  maintain, replace and repair any of the
central air conditioning distribution lines for cooled water which might service
the equipment within Tenant's  Premises.  Landlord shall also maintain,  replace
and repair the air conditioning systems for the Common Areas.

         c) Routine  maintenance  and electric  lighting  service for all Common
Areas and Service  Areas of the Building in the manner and to the extent  deemed
by Landlord to be standard and/or reasonable.

         d)  Janitorial  service to the Premises and all Common  Areas,  Mondays
through Fridays, exclusive of normal business holidays.

         e) Facilities  to provide all  electrical  current as Landlord,  in its
sole  discretion,  determines  is  necessary  for  normal  office use within the
Premises and for use and  operation of the Common Areas  (interior and exterior)
with Tenant being  responsible  for the actual electric  consumption  within the
Premises.

         f) All florescent  bulb  replacement in the Premises and florescent and
incandescent  bulb  replacement in the Common Areas and Service Areas;  however,
Tenant  shall  pay for the  replacement  of any "high  hat"  lights or any other
special or customized  lighting  fixture not  equivalent to Landlord's  standard
Tenant finish improvements.

         g) Control of access to the Building  during other than Normal Business
Hours shall be provided in such form as  Landlord  deems  appropriate;  however,
Tenant  shall be able to access  its  Premises  twenty-four  (24) hours per day,
seven (7) days per week  utilizing the security  access codes or controls  which
Landlord shall supply to Tenant. No prior approval of Landlord shall be required
of Tenant in order to access Tenant's Premises. Landlord, however, shall have no
liability to Tenant,  its  employees,  agents,  invitees or licensees for bodily
injury, death, or for damages to or loss of property suffered or incurred by any
party  whomsoever,  caused by or  arising  from  theft or  burglary  or entry of
unauthorized persons onto the Property and neither shall Landlord be required to
insure  against  any such  losses  except  if  caused  by the  Landlord's  gross
negligence  or  gross  negligence  of the  Landlord's  employees.  Tenant  shall
cooperate  fully to maintain  security in the  Building  and on the Property and
shall follow all regulations promulgated by Landlord.

         h) Elevator service to each floor of the Premises, provided that Tenant
shall be  limited  in its use of such  elevators  for the  purpose of moving its
property in and out of the Building which moving activities shall be done:

     (i)  Only during  other than Normal  Business  Hours or such other hours as
          Landlord may approve in writing;

     (ii) Only after  first  obtaining  Landlord's  consent  to such use,  which
          request  shall be  submitted  in writing to Landlord no less than five
          (5) days in advance of each desired move (which  consent  shall not be
          unreasonably withheld);

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   (iii)  Only after  arranging  with Landlord to obtain  security  and/or other
          supervisory staff of Landlord to be present during such move; and

     (iv) Only  after  Landlord  advises  Tenant  in  writing  of what  physical
          protections  Landlord  might  require  Tenant to provide or install in
          order  to  protect  the  Building  or its  components  as a  condition
          precedent to such move.  Tenant  shall pay  Landlord  promptly for all
          costs  associated with Tenant's moving  including the operation of the
          elevator (for moving purposes), the cost of any operator,  supervisory
          or security  personnel  and all other costs  required  herein.  Tenant
          shall also promptly reimburse  Landlord's cost to repair any damage to
          the elevator or the elevator cab(s), the Common Areas, floors,  walls,
          or other  components of the Building  resulting  from Tenant's  moving
          activities.

         The failure by  Landlord to any extent to furnish the defined  services
noted above, in whole or in part, or the interruption or termination of any such
services,  or the failure of any equipment or machinery used in the provision of
such services to cease to function  properly shall not render Landlord liable in
any respect nor be  construed  as an eviction  (constructive  or  otherwise)  of
Tenant,  nor cause an eviction of Tenant,  nor cause an offset or  abatement  of
Rent,  nor  relieve  Tenant  from the  obligation  to fulfill  any  covenant  or
agreement hereof. Notwithstanding the foregoing, if any of the foregoing defined
services  is  interrupted  or  terminated  for more than  seven (7)  consecutive
business  days,  Tenant shall have the right to abate rent for up to thirty (30)
days after which Tenant shall have the right to terminate this Lease upon giving
prior written notice to Landlord provided such services have not been reinstated
in the meantime.

9.       IMPROVEMENTS TO THE PREMISES.
         a) Tenant shall be deemed to have accepted the  Premises,  Building and
Property  in their "as is"  condition  as of the date this Lease is  executed by
Tenant,  provided  however,  the Landlord  represents that the utility  systems,
including heating and air conditioning  systems and equipment will be in working
order at the time Tenant takes occupancy.

         b) Tenant shall not make any  installation(s)  or improvement(s) to the
Premises except at Tenant's sole cost and expense and only after having obtained
Landlord's prior written  approval;  however,  Landlord's  approval of the Plans
referred to in  Paragraph 53 shall  constitute  Landlord's  approval.  By taking
possession of the Premises,  Tenant  acknowledges that Tenant shall be deemed to
have accepted the Premises, in the "as is" condition as of the date Tenant takes
such  possession  except for the work to be performed  by Landlord  according to
Paragraph 53(b) below.

         c)  Landlord  grants  Tenant  the  right to  install  its own  internal
security  system.  Tenant  will  pay for all  costs  for such  installation  and
maintenance  and will be  responsible  for any costs incurred by Landlord or any
other  tenant  as a result of such  installation.  Under no  circumstances  will
Tenant allow  penetrations to be made in any exterior doors to Tenant's Premises
for such installation.

10.  MAINTENANCE  AND REPAIR OF BUILDING BY LANDLORD.  Except for those specific
responsibilities  of  Tenant as  provided  herein,  Landlord  shall  repair  and
maintain  in good  repair  and  serviceable  condition  the  roof,  foundations,
exterior walls and windows of the Building,  underground utility and sewer pipes
outside the exterior walls of the Building (unless covered or made  inaccessible
by Tenant's use of the Premises),  the Exterior  Common Areas,  the Common Areas
(including  the first floor lobby  area),  and the  heating,  air  conditioning,
lighting,  electrical,  ventilation,  plumbing,  and  storm  drainage  equipment
servicing the Building  whether  located inside or outside the exterior walls of
the Building except for such heating and air  conditioning^  services within the
Premises  which  Tenant  is  specifically  responsible,  provided  however,  the
Landlord  represents  that  the  utility  systems,  including  heating  and  air
conditioning  systems and equipment  will be in working order at the time Tenant
takes occupancy.  Except as otherwise expressly provided herein,  Landlord shall
not be required to make any repairs to the Premises.

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11. CARE OF THE PREMISES BY TENANT.  Tenant shall, at its sole expense, keep the
Premises in good repair during the Lease Term, including without limitation, the
doors (both sides and door locks and hardware),  interior  Building  windows and
interior  walls within the Premises.  Tenant shall not commit or allow any waste
to be  committed  on any  portion of the  Premises or the  Property,  and at the
termination  of this Lease,  Tenant  shall  deliver up the  Premises to Landlord
broom clean and in the same good condition as exists at the  Commencement  Date,
ordinary wear and tear and damage by fire and other casualty excepted.

12.      REPAIRS AND ALTERATIONS BY TENANT.
         a) Tenant covenants and agrees with Landlord, at Tenant's sole expense,
to  repair  any  damage  done to the  Premises  or any part  thereof,  including
necessary replacement within five (5) days after written notification to Tenant,
where such damage is caused by Tenant or Tenant's agents,  employees,  invitees,
visitors,  licensees  or permitted  assigns.  All such work or repairs by Tenant
shall be in compliance with all applicable laws;  provided,  however,  if Tenant
fails to make such  repairs  or  replacements  promptly,  Landlord  may,  at its
option, make such repairs or replacements, and Tenant shall pay the cost thereof
to the  Landlord  within  fifteen  (15) days  after  Landlord's  written  demand
therefore,  as  additional  rent. In such event,  Tenant hereby grants  Landlord
reasonable access to Tenant's Premises for the foregoing purposes. Tenant agrees
with Landlord not to make or allow to be made any improvements or alterations to
the Premises,  install any vending  machines on the Premises,  or place signs on
the Premises  which are visible  from outside the Premises or in the  corridors,
without  first  obtaining the prior  written  consent of Landlord  which consent
shall  not be  unreasonably  withheld.  Any and  all  permanent  alterations  or
additions to the  Premises  made by Tenant shall become the property of Landlord
upon  installation  by Tenant.  Upon  termination,  Landlord  may,  nonetheless,
require Tenant to remove any and all fixtures,  equipment and other improvements
so installed on the Premises.  In the event that Landlord so elects,  and Tenant
fails to remove such  improvements,  Landlord  may remove such  improvements  at
Tenant's  sole  expense,  and Tenant  shall  promptly  pay  Landlord the cost of
restoring  the  Premises  to the  same  condition  they  were  in  prior  to the
installation thereof ordinary wear and tear excepted.

         b) In the event any damage to the  Building  or the  Property is due in
whole or in part to the  action or  inaction  of  Tenant,  or  Tenant's  agents,
employees,  invitees,  visitors,  licensees, or permitted sublessees or assigns,
the  necessary  repair,  including  replacement,  may be  made by  Landlord,  at
Tenant's sole cost and expense which shall be due to Landlord as Additional Rent
payable within fifteen (15) days after Landlord's  written demand,  in the event
Tenant fails to repair.

13.  GRAPHICS.  Landlord shall provide and install,  at Landlord's sole expense,
all  letters  or  numerals  on doors  entering  the  Premises  or on a wall near
Tenant's main entry door. All such letters and numerals shall be in the standard
graphics as approved by Landlord for the Building,  and no other sign,  graphics
or other  displays  which are visible  outside the  Premises  shall be permitted
without Landlord's prior written consent which consent shall not be unreasonably
withheld. A directory in the lobby designed and maintained by the Landlord shall
contain  the  name  of  all  tenants   within  the   Building.   The   foregoing
notwithstanding,  Landlord  agrees to put three (3) company  names for Tenant on
the lobby  directory and to install  Tenant's name on the ground level  exterior
sign marquee facing Spanish River Boulevard.

14.      USE OF ELECTRICAL SERVICES BY TENANT.
         a) Tenant's  use of  electrical  services  furnished to the Premises by
Landlord shall not exceed,  either in voltage,  rated capacity,  or overall load
that which Landlord in its reasonable discretion determines,  from time to time,
is necessary for normal office use including  normal desk-top office  equipment,
including   computers  and  computer  related  equipment,   and  normal  copying
equipment.  In the event  Tenant  shall  request  that it be  allowed to consume
electrical services in excess of that so determined by Landlord to be necessary,
Landlord may refuse to consent to such usage or may consent upon such conditions
as Landlord elects  including the requirement  that upgraded supply  facilities,
panels, and/or sub-meters be installed at Tenant's expense.

         b) Air  conditioning and heat shall not be supplied to the Common Areas
of the Building other than during Normal  Business  Hours;  however,  Tenant may
utilize

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air  conditioning and heating  equipment  within its Premises,  twenty-four (24)
hours a day, seven (7) days a week,  recognizing  that Tenant is responsible for
100% of the electrical  costs  associated with the use of such air  conditioning
and heating equipment,  as per separate meter. No separate overtime charges will
be due for Tenant's use of the  aforementioned air conditioning and heat as long
as Tenant pays for the electric consumption required.

15.      PARKING.
         a) No permanent  or part time  employee,  agent,  or  subcontractor  of
Tenant or any person who has a work station  within  Tenant's  Premises shall be
permitted to park in any parking  space  designated as "Visitor" or in any space
designated (by letter  identification  on such parking space) for use by another
tenant ("Other  Tenant") as such Other Tenant spaces may be designated from time
to time by  Landlord.  The  Visitor  Parking  Spaces or other  tenant  spaces as
designated from time to time by Landlord shall not be occupied by any person who
conducts  part-time or full-time work on or about Tenant's Premises and shall be
reserved for customers (not employees) of tenants within the Building.

         b) Landlord shall have the right, after reasonable notice to Tenant and
in  Landlord's  sole and  reasonable  discretion,  to change the location of any
designated or undesignated  parking spaces whether for visitors,  other tenants,
handicapped or otherwise.

         c)  During  the  Lease  Term,  Tenant  shall  have the right to use the
undesignated  parking  spaces in the parking areas located on the Property at no
cost to Tenant, such undesignated  parking spaces and all driveways and walkways
located  on the  Property  to be used by Tenant on a  non-exclusive  basis  with
Landlord  and  other  tenants  of the  Building,  their  employees,  guests  and
invitees.  Landlord  shall have the right,  in  Landlord's  sole and  reasonable
discretion,  to  establish  rules  and  regulations  for  use of the  driveways,
walkways,  parking  spaces and areas and to designate the right to the exclusive
use of particular  parking  spaces to other tenants in the Building or Visitors.
Landlord  shall also have the right to  establish  or modify the methods used to
control traffic and parking on the Property,  including, without limitation, the
installation of traffic control devices or the hiring of parking attendants.

         d) Tenant,  its  employees  and  customers  and all other  tenants  and
occupants of the Building  shall have access to the parking area through  common
driveways.  The parking areas shall be available at no cost or expense to Tenant
and the use thereof shall be deemed  non-exclusive and shall be available to all
tenants and their  employees,  licensees,  and guests,  other than the  reserved
spaces as may be selected and located in Landlord's  sole  discretion and except
for the  designated  visitor  parking  spaces as may be selected  and located in
Landlord's sole  discretion.  Landlord may, at any time,  during the term of the
Lease, by notice to Tenant, designate for Tenant's use, other reasonable parking
spaces on the land,  provided the total number of parking spaces is not reduced,
and said parking area is within reasonable walking distance of the Premises.  No
commercial or recreational  vehicles shall be parked in the parking areas except
those  vehicles  parked on a temporary  basis  while  delivering,  repairing  or
servicing the Building and/or its tenants. Landlord shall be responsible for all
maintenance of the parking area.

         e)  Landlord  shall not be liable for any damage to or any theft of any
vehicle, or any contents therefrom,  while in or about the parking areas located
on the Property.

         f)  Landlord  reserves  the  right to  enforce  these  restrictions  or
designations by towing violators or other enforcement  actions as Landlord deems
necessary and reasonable.

         g) Notwithstanding anything to the contrary as may be set forth in this
Lease, Tenant shall be entitled to five (5) assigned parking spaces at locations
as  selected  by  Landlord.  Such  assigned  spaces  may be  re-assigned  and/or
relocated by Landlord in Landlord's sole  discretion and any such  re-assignment
shall have the  Tenant's  name on each such  parking  block stop.  In  addition,
Tenant shall have the right to twenty-five (25) unassigned parking spaces, which
shall be shared with other tenants of the Building.

         h) Each  employee  of Tenant who is  requested  to park in an  assigned
space at the Building shall first provide  Landlord with the name,  vehicle make
and license number of each such person and only those persons so  pre-registered
with Landlord shall be permitted

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to park in the parking spaces specifically  designated and assigned to Tenant as
provided herein. If any such employee or designee does not park in such space as
designated  for its use and parks  somewhere  else in the parking  structure  or
elsewhere on the Property,  Landlord may tow such  automobile of any employee or
party  violating  these  restrictions  whether or not the Tenant is  financially
complying with its parking charge payments to Landlord.

         i)  MAXIMUM  NUMBER  OF  EMPLOYEES.  Notwithstanding  anything  to  the
contrary as may be set forth in this Lease, Tenant hereby represents to Landlord
that it shall not employ on a full time basis more than thirty-five (35) persons
who shall conduct  business on or about the Premises of Tenant as defined herein
or who may, at any one time, be expected to utilize more than  thirty-five  (35)
parking  spaces  on the  Property.  As  required  in this  Paragraph  15,  these
employees may be required to register their names and automobiles with Landlord.

         j)  MEETINGS OR  TRAINING  SESSIONS.  Tenant will be allowed to conduct
meetings or training  sessions within the Premises during Normal Business Hours,
provided  Tenant will not utilize more than forty (40) parking spaces at any one
time for its guest, invitees or employees.

16. LAWS AND  REGULATIONS.  Tenant  agrees to comply with all  applicable  laws,
ordinances,  rules  and  regulations  of  any  governmental  entity,  agency  or
authority having jurisdiction of the Premises or Tenant's use thereof.

17.  BUILDING  RULES AND  REGULATIONS.  Tenant  will  comply  with the rules and
regulations  of the Building  adopted and modified by Landlord from time to time
and will cause all of its agents,  employees,  invitees  and  visitors to do so.
Landlord shall provide Tenant with notice of all such rules and  regulations and
any  modifications  thereto.  The Rules and Regulations  currently in effect are
attached hereto as Exhibit "D".

         In  addition  to the Rules and  Regulations  attached  as Exhibit  "D",
Tenant shall comply with the following:

         Landlord has  designated the Building and all areas within the Building
         to be  non-smoking  areas and neither nor its  invitees,  customers  or
         employees  shall be  permitted  to smoke  within  the  Building  or the
         Premises.

         No birds, dogs, cats or other animals of any kind shall be brought into
         or kept about the  Building  or the  Premises,  with the  exception  of
         animals trained to assist handicapped persons.

18.  ENTRY BY  LANDLORD.  Tenant  agrees to  permit  Landlord  or its  agents or
representatives  to  enter  into  and  upon  any  part  of the  Premises  at all
reasonable  hours and with advance  notice (and in  emergencies at all times) to
inspect  the  condition,  occupancy  or use  thereof,  to show the  Premises  to
prospective  purchasers,  mortgagees,  tenants or insurers, and to clean or make
repairs,  alterations or additions thereto,  and Tenant shall not be entitled to
any abatement or reduction of Rent by reason thereof;  provided,  however,  that
Tenant's  business  is not  reasonably  interrupted  by  any  of  the  foregoing
activities.

19.      ASSIGNMENT AND SUBLETTING.
         a) Tenant shall not assign,  sublease,  transfer,  pledge,  encumber or
otherwise  convey this Lease,  the  Premises or any portion  thereof or interest
therein (a "Transfer"),  as the case may be, either  voluntarily or by operation
of law, without  Landlord's  prior written  consent,  which consent shall not be
unreasonably  withheld. If Tenant is either a corporation or a partnership,  any
sale,  transfer,  pledge,  encumbrance  or  other  conveyance  of any  stock  or
partnership interests therein shall comprise a Transfer. A partial assignment of
Tenant's leasehold interest shall comprise a Transfer.  Any attempted assignment
or Transfer by Tenant in violation of the terms and covenants of this  paragraph
shall be void.

         b) In the event  Landlord  consents to any  assignment of this Lease or
any sublease of all or any part of the  Premises,  Tenant shall pay to Landlord,
on a monthly  basis,  an amount equal to all rent and other  consideration  paid
under said assignment or sublease

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during each month in excess of the Base  Rental for said month and Tenant  shall
remain  liable for the full and faithful  performance  of all the  covenants and
conditions of this Lease.

20. MECHANIC'S LIENS.  Tenant will not permit any mechanic's lien or liens to be
placed upon the  Premises or any  portion of the  Property,  and nothing in this
Lease shall be deemed or  construed  in any way as  constituting  the consent or
request of  Landlord,  express or implied,  by inference  or  otherwise,  to any
person for the  performance  of any labor or the  furnishing of any materials to
the Premises or any part of the Property,  or as giving Tenant any right,  power
or  authority  to contract  for or permit the  rendering  of any services or the
furnishing or any materials  that would or might give rise to any  mechanic's or
other liens  against the Premises or any part of the  Property.  This  provision
shall comprise notice to all parties that  Landlord's  interest in the Property,
including  the  Premises,  are and shall not be subject to liens or liability to
secure or satisfy  claims of any party  contracting  or  otherwise  dealing with
Tenant or Tenant's agents or contractors.  In the event any such lien is claimed
against the Premises or any part of the  Property,  then Tenant shall  discharge
same or transfer such lien to security other than the Premises and the Property,
as soon as possible,  but no later than ten (10) days after notice  thereof.  In
the event that Tenant fails to  discharge  or  otherwise  remove any such liens,
then,  in addition to any other right or remedy of Landlord,  Landlord  may, but
shall not be  obligated  to,  discharge  the same.  Any amount  paid by Landlord
pursuant to this  Paragraph  shall be reimbursed by Tenant to Landlord  promptly
after  Landlord's  demand therefore as additional Rent, but no later than thirty
(30) days thereafter.

21.      PROPERTY INSURANCE.
         a) Subject to  Tenant's  compliance  with  Paragraph  7 of this  Lease,
Landlord shall maintain fire and extended coverage insurance (broad form) on the
Building in an amount as Landlord shall deem appropriate and payments for losses
thereunder shall be made solely to Landlord or Landlord's mortgagee(s), as their
interests shall appear.

         b) Tenant shall  maintain,  at its sole expense,  in an amount equal to
full  replacement  cost,  fire and  extended  coverage  insurance  on all of its
improvements and personal property,  including removable trade fixtures, located
at the Premises  and such  additional  amounts as are required to meet  Tenant's
obligations  pursuant to Paragraph 25 hereof.  Upon the execution of this Lease,
upon policy renewals and upon Landlord's request from time to time, Tenant shall
provide  Landlord with current  certificates  of insurance  evidencing  Tenant's
compliance  with the terms of this Paragraph 21 and Paragraph 22 hereof.  Tenant
shall,  simultaneously  with the execution of this Lease,  obtain and deliver to
Landlord the written  agreement or  endorsement  of Tenant's  insurers to notify
Landlord by certified mail, return receipt requested,  at least 30 days prior to
the cancellation,  expiration or modification of any insurance coverage required
of Tenant herein.

22. LIABILITY INSURANCE. Tenant, at its sole expense, shall maintain a policy or
policies  of  comprehensive  general  liability  insurance  with  respect to its
activities in the Building and on the Property,  with the premiums thereon fully
paid  on or  before  the due  date  therefore,  issued  by and  binding  upon an
insurance  company  approved by Landlord.  Such  insurance  shall afford minimum
protection  of not less than  $1,000,000.00  combined  single  limit for  bodily
injury and property damage, and Landlord shall be named as an insured thereon.

23.  ASSUMPTION  OF RISKS.  Landlord  shall not be liable to Tenant or  Tenant's
customers,  licensees,  invitees,  agents,  guests or employees  for any loss of
life,  injury,  loss or damages to its, his or their persons or property created
by any cause whatsoever, including, but not limited to:

               (i)  Acts or  omissions  of Landlord,  its  employees,  agents or
                    independent  contractors  unless such acts or omissions  are
                    grossly negligent or willful;

               (ii) The acts or omission of any other tenant in the Building;

              (iii) Construction  defects,  water,  rain, sleet,  fire,  storms,
                    negligence  and  accidents,  breakage,  stoppage or leaks of
                    gas,  water  heating  or sewer  pipes,  boilers,  wiring  or
                    plumbing; or

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               (iv) Any  other  defects  (latent  or  patent)  in or  about  the
                    Premises.  Tenant expressly  assumes all liability for or on
                    account  of any such loss of life,  injury,  loss or damage,
                    and shall at all times, indemnify,  defend and save Landlord
                    harmless  from and  against  all  claims,  causes of action,
                    liability, damage or expense, including, without limitation,
                    attorneys'  fees and costs  suffered or incurred by Landlord
                    by  reason  of any loss of life,  injury,  loss or damage to
                    persons or property  arising out of, related to or connected
                    with  the  occupancy,  use,  repair  or  maintenance  of the
                    Premises  or  any  other  portion  thereof  by  Tenant,  its
                    employees,  agents,  customers,   invitees,   licensees,  or
                    contractors  or due in  whole  or in  part  to the  acts  or
                    omissions  of  Tenant,  its  employees,  agents,  customers,
                    invitees, licensees, or contractors.

24.  WAIVER  OF  SUBROGATION  RIGHTS.  Anything  in this  Lease to the  contrary
notwithstanding,  Tenant  and  Landlord  hereby  waive  any  and all  rights  of
recovery,  claim,  action,  or cause of action,  against the other,  its agents,
officers or  employees,  for any loss or damage that may occur to the  Premises,
the  Building or the  Property,  or any  improvements  thereto,  or any personal
property of Tenant or Landlord  therein,  by reason of fire, the elements or any
other causes which are insured  against under the terms of the fire and extended
coverage  insurance policies which either party is required to carry as required
herein, regardless of cause or origin, including the negligence of either party,
its  agents,  officers  or  employees;  provided  that such  waiver by Tenant or
Landlord  does not limit in any way the other  party's  right to recovery  under
such  insurance  policies.  Tenant  shall  obtain an  endorsement  to all of its
insurance  policies  which provides that the waivers set forth in this Paragraph
24 shall not limit Tenant's  right to recover under such policies,  and upon the
execution hereof Tenant shall deliver a copy of such endorsement to Landlord.

25.      CASUALTY DAMAGE.
         a) If the  Premises  or any part  thereof  shall be  damaged by fire or
other  casualty and all or any portion of the Building  shall be so damaged that
substantial reconstruction of the Building, shall in Landlord's sole opinion, be
required (whether or not the Premises shall have been damaged by such casualty),
or if the Premises shall by reason of such occurrence be rendered  substantially
untenantable,  or if the holder of any mortgage on the Property  should  require
that the insurance  proceeds payable as a result of a casualty be applied to the
payment of the mortgage debt, or if a casualty  should occur during the last two
(2) years of the Lease  Term or  during  any  renewal  period,  or if  insurance
proceeds  actually received or expected to be received by the either Landlord or
Tenant  (excluding  amounts paid to the holders of mortgages  upon the Property)
are  insufficient  for full repair of the  casualty,  or if the  casualty is not
covered by Landlord's  insurance,  Landlord may, at its option,  terminate  this
Lease by notifying Tenant in writing of such termination within ninety (90) days
after the date of such damage.

         b) If any of the events set forth in subparagraph  (a) above take place
or occur and if Landlord  does not elect to  terminate  this  Lease,  Landlord's
obligation  to  restore  shall be limited to the  restoration  of the  Leasehold
Improvements  provided  that Tenant makes  available to Landlord all of Tenant's
insurance  proceeds for the purposes of  accomplishing  this  restoration  to be
undertaken by Landlord,  but specifically  excluding any insurance proceeds that
are  intended to reimburse  Tenant for loss of its  equipment,  desks,  personal
property and leasehold improvements installed by the Tenant not attached to, but
located within, the Premises.

         c) Landlord shall not be liable for any  inconvenience  or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair  thereof.  If the  Premises or any other  portion of the  Building
shall  be  damaged  by fire or  other  casualty  resulting  from  the  fault  or
negligence of Tenant or any of Tenant's agents, employees, or invitees, the Rent
hereunder shall not be diminished  during the repair of such damage,  and Tenant
shall be liable to Landlord for the entire cost of the repair and restoration of
the Building  caused thereby;  otherwise,  Landlord shall allow Tenant a prorata
abatement  of Rent during the time and to the extent the  Premises are unfit for
occupancy as a result thereof.

26.  CONDEMNATION.  If more than twenty  percent (20%) of the Property  shall be
taken  for any  public  or  quasi-public  use,  by right of  eminent  domain  or
otherwise, or if

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more than twenty percent (20%) shall be sold in lieu of condemnation,  then this
Lease shall terminate as of the date when physical possession of the Property is
taken.  If less than twenty  percent  (20%) of the whole of the Property is thus
taken or sold (whether or not the Premises are affected thereby),  then Landlord
may, at its option,  terminate  this Lease by giving  written  notice thereof to
Tenant,  in which event this Lease shall  terminate as of the date when physical
possession  of such  portion  of the  Property  is taken.  If this  Lease is not
terminated  after any such taking or sale of the  Property  and the Premises are
directly  affected by such taking,  the Base Rental payable  hereunder  shall be
reduced in the same  proportion  that the Floor Area of the Premises so taken or
conveyed  bears  to  such  Floor  Area  immediately  prior  to  such  taking  or
conveyance,  and Landlord shall restore the Building and the remaining  Premises
to substantially  their former  condition.  All amounts awarded upon a taking of
any part or all of the Property  shall belong to Landlord,  and Tenant shall not
be entitled to and expressly waives all claims to any such compensation.

27. DAMAGES FROM CERTAIN CAUSES.  Landlord shall not be liable to Tenant for any
delays in performance of Landlord's  duties  hereunder or for any loss or damage
to any property or person  occasioned by theft,  fire, act of God, public enemy,
injunction, riot, strike, insurrection,  war, court order, requisition, order of
governmental  body or  authority  or any  other  cause  beyond  the  control  of
Landlord.  Landlord shall not be liable to the Tenant for any damage or delay or
inconvenience which may arise in connection with the repair or alteration of any
part of the Property  resulting  from the  foregoing or other  causes.  However,
should Tenant's  Premises become unusable due to certain causes,  the rent shall
be abated during the period Tenant is not able to occupy the Premises.

28.      EVENTS OF DEFAULT/REMEDIES.
         a) The  following  events  shall be deemed to be events of  default  by
Tenant under this Lease:

               (i)  Tenant shall fail to pay any Rent or any other sums of money
                    due hereunder  and such failure shall  continue for a period
                    of ten (10) days  after the date such Rent or other  sums is
                    due (with no notice being required of Landlord); hereinafter
                    referred to as a "Monetary Default:;

               (ii) Tenant  shall  fail to comply  with any  other  Non-Monetary
                    provision  of this  Lease  or any  other  agreement  between
                    Landlord  and Tenant,  if  applicable,  after  Landlord  has
                    provided  thirty  (30)  days  prior  written  notice of such
                    Non-Monetary  Default  and  Tenant  has  failed to cure such
                    Non-Monetary  Default within said thirty (30) days provided;
                    however,  if such default cannot be cured within thirty (30)
                    days and if Tenant  is  diligently  attempting  to cure such
                    Default,  Landlord  shall grant such  additional  reasonable
                    time as may be necessary to cure such Non-Monetary  Default,
                    but in no event shall  Landlord  grant more than ninety (90)
                    days to cure a Non-Monetary default;

               (iii)The leasehold  hereunder demised shall be taken on execution
                    or other process of law in any action against Tenant;

               (iv) Tenant shall fail to promptly move into,  take possession of
                    and operate its business on the  Premises  when the Premises
                    are ready for  occupancy or shall cease to do business in or
                    vacate or abandon any  substantial  portion of the  Premises
                    for more than ten (10) consecutive days;

               (v)  Tenant shall become  insolvent or unable to pay its debts as
                    they become due,  Tenant files a petition in  bankruptcy  or
                    for   reorganization   under  the  bankruptcy   laws  or  an
                    admission,  answer or other responsive  pleading  consenting
                    to, or  requesting  the relief  afforded  by the  bankruptcy
                    laws;

               (vi) Tenant  makes an  assignment  for the benefit of  creditors,
                    within the meaning of the bankruptcy laws or Tenant consents
                    to the  appointment  of a receiver or custodian for all or a
                    substantial part of its property; or

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               (vii)The filing against Tenant of a petition in bankruptcy or for
                    reorganization  under the bankruptcy  laws, the adjudication
                    of  Tenant  as  a  bankrupt,  the  entry  of a  court  order
                    appointing  a  receiver,  custodian  or trustee for all or a
                    substantial  part of its property without its consent or the
                    assuming of custody or sequestration by a court of competent
                    jurisdiction  of  all  or  substantially   all  of  Tenant's
                    property, and within thirty (30) days thereafter such filing
                    is not dismissed, or such court order is not vacated or such
                    assumption  or  sequestration  is  not  released,  or if the
                    Tenant does not bond off the risk to Landlord to  Landlord's
                    reasonable  satisfaction,  which  shall not be  unreasonably
                    denied; or

             (viii) The adjudication of Tenant as a bankruptor; or

               (ix) Tenant shall attempt to assign, transfer,  sublet all or any
                    part of its  interests  in the  Premises  or in  this  Lease
                    without  Landlord's  prior  written  consent  subject to the
                    provisions of Section 19 above.

         b) Upon the  occurrence  of any  event or events  of  default  or other
breach of this Lease by Tenant,  whether  enumerated  in this  Paragraph or not,
Landlord  shall  have the  option  to  pursue  any one or more of the  following
remedies:

               (i)  Landlord  shall have the right,  at its election,  to cancel
                    and terminate  this Lease and  dispossess  Tenant by summary
                    proceedings or other lawful means;

               (ii) Landlord  shall have the right to declare  all  amounts  and
                    rents due under this Lease for the remainder of the existing
                    term (and any applicable extension or renewal thereof) to be
                    immediately  due and payable,  and  thereupon  all rents and
                    other  charges due  hereunder to the end of the initial term
                    and any renewal term, if applicable,  shall be  accelerated;
                    however,  Landlord  shall credit  Tenant for any  re-renting
                    income for the Premises,  after deducting  Landlord's  costs
                    necessary to obtain such alternate source of rent.


             (iii)  Landlord may elect to enter and  repossess  the Premises and
                    relet the  Premises  for Tenant's  account,  holding  Tenant
                    liable in  damages  for all  expenses  incurred  in any such
                    reletting and for any difference  between the amount of rent
                    received  from such  reletting  and the rent due and payable
                    under the term of this Lease; and

               (iv) Landlord may enter upon the Premises and do whatever  Tenant
                    is  obligated  to do under this Lease (and Tenant  agrees to
                    reimburse  Land-  lord  on  demand  for any  expenses  which
                    Landlord may incur in  effecting  compliance  with  Tenant's
                    obligations  under this Lease and Tenant further agrees that
                    Landlord  shall not be liable for any damages  resulting  to
                    the Tenant  from such  action).  All such  remedies of Land-
                    lord shall be cumulative and not exclusive, and in addition,
                    Landlord may pursue any other remedies that may be permitted
                    by law or in equity.  Forbearance by Landlord to enforce one
                    or more of the  remedies  herein  provided  upon an event of
                    default  shall not be deemed or  construed  to  constitute a
                    waiver of such default or remedy.

         c) This  Paragraph  28  shall  be  enforceable  to the  maximum  extent
permissible by applicable  law, and the  unenforceability  of any portion hereof
shall not thereby render unenforceable any other portion.

         d) Landlord shall not be in default  hereunder  unless Landlord has not
begun to cure any failure of its obligations  hereunder  within thirty (30) days
after the  receipt by  Landlord  of written  notice  from  Tenant of the alleged
failure to perform and does not continue

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to pursue the cure thereof.  Except as otherwise  specifically  provided in this
Lease,  in no event shall  Tenant have the right to  terminate  or rescind  this
Lease or to offset  the Rent  amount  due  Landlord  as a result  of  Landlord's
default as to any covenant or  agreement  contained in this Lease or as a result
of the breach of any  promise  or  inducement  hereof,  whether in this Lease or
elsewhere.  Tenant hereby waives such remedies of termination and rescission and
hereby agrees that Tenant's remedies for default hereunder and for breach of any
promise or inducement by Landlord  shall be limited to a suit for damages and/or
injunction.  Tenant  hereby  covenants  that,  prior to the exercise of any such
remedies,  it will give the  mortgagees  on the  Property  written  notice and a
reasonable period of time in which to cure any alleged default.  Notwithstanding
anything to the contrary  contained  herein,  nothing shall prevent  Tenant from
maintaining or asserting any of the foregoing  remedies (or any other remedy) in
a proceeding  instituted  by either  party to enforce that party's  rights under
this Lease. Tenant is only prevented from unilaterally  withholding rent without
filing its own cause of action versus Landlord.

         e) TENANT HEREBY  WAIVES ANY RIGHT IT OR ITS  SUCCESSORS OR ASSIGNS MAY
HAVE TO A JURY TRIAL IN ANY LITIGATION  BETWEEN  LANDLORD AND TENANT ARISING OUT
OF OR RELATING TO THIS LEASE.  TENANT  ACKNOWLEDGES  THAT THIS  PROVISION  WAS A
MATERIAL INDUCEMENT TO LANDLORD ENTERING INTO THIS LEASE.

29.  TENANT'S  PROPERTY  TAXES AND  ASSESSMENTS.  Tenant shall be liable for all
taxes levied or assessed against the personal  property,  furniture fixtures and
equipment  placed by or used by Tenant in the  Premises or as  presently  exists
within the Premises.  If any such taxes for which Tenant is liable are levied or
assessed  against  Landlord  or the  Property  or if the  assessed  value of the
Property is increased by inclusion of the personal property, furniture, fixtures
and equipment  now located  within the Premises or to be placed by Tenant in the
Premises or used within the  Premises by Tenant,  Tenant  shall  promptly pay to
Landlord  upon  demand  that  part of such  taxes  for  which  Tenant  is liable
hereunder.

30. PEACEFUL  ENJOYMENT.  Tenant shall,  and may peacefully have, hold and enjoy
the Premises against all persons claiming by, through or under Landlord, subject
to the other terms hereof,  provided that Tenant pays the Rent and other sums to
be  paid  by  Tenant  hereunder  and  performs  all of  Tenant's  covenants  and
agreements herein contained.

31.      RELOCATION.  Omitted.

32. HOLDING OVER. In the event Tenant continues to occupy the Premises after the
termination  of this Lease (as it may be  extended by written  agreement  of the
Landlord  and  Tenant),  Tenant  covenants  and  agrees,  throughout  the entire
holdover period, to pay monthly rent equal to twice the Base Rental for the last
full month immediately preceding the termination of this Lease. No possession by
Tenant  after the  expiration  of the terms of this Lease shall be  construed to
extend the term of this Lease.  Throughout  any holdover  period Tenant shall by
deemed a tenant-at-sufferance.

33.      SUBORDINATION TO MORTGAGE.
         a) This Lease is and shall be  subject  and  subordinate  to any ground
lease,  mortgage,  deed of trust or other  lien  created  by  Landlord,  whether
presently  existing or hereafter arising upon all or any portion of the Property
and to any renewals,  refinancing  and  extensions  thereof.  Landlord is hereby
irrevocably  vested with full power and authority to  subordinate  this Lease to
any  ground  lease,  mortgage,  deed of  trust or other  lien  now  existing  or
hereafter placed upon all or any portion of the Property, and Tenant agrees upon
demand to execute such further instruments subordinating this Lease or attorning
to the holder of such  ground  lease,  mortgage,  deed of trust or other lien as
Landlord  may  request.^  Landlord  will  use  its  best  efforts  to  obtain  a
subordination and  non-disturbance  agreement from Landlord and its lender which
shall be in the form attached as Exhibit "H".

         b) Tenant  agrees that it shall from time to time within  fifteen  (15)
days after  request by Landlord  execute and deliver to such persons as Landlord
shall request a statement in recordable form certifying that:


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               (i)  This  Lease is  unmodified  and in full  force and effect or
                    stating any modifications thereto;

               (ii) Stating  the dates of which rent and other  charges  payable
                    under this Lease have been paid;

               (iii)Stating  that  Landlord is not in default  hereunder  (or if
                    Tenant alleges a default  stating the nature of such alleged
                    default); and

               (iv) Further  stating  such  other  matters  as  Landlord  or its
                    mortgagee(s) shall reasonably require.  Tenant shall, in the
                    event of the sale or assignment  of  Landlord's  interest in
                    all or any  portion of the  Property  or in the event of any
                    proceedings  brought for the foreclosure of, or in the event
                    of the  exercise of the power of sale under,  or transfer in
                    lieu of foreclosure  of any mortgage,  or other lien made by
                    Landlord covering the Premises,  attorn to the purchaser and
                    recognize  such  purchaser as Landlord  under this Lease and
                    Tenant  agrees that such  purchaser  shall not be liable for
                    any prior act, omission or default by Landlord or subject to
                    any offset or defenses Tenant may have against Landlord.

34.      LANDLORD'S LIEN.  Omitted.

35. ATTORNEY'S FEES. The parties hereto agree that the prevailing party shall be
entitled to recover from the non-prevailing party all reasonable attorneys' fees
and costs  incurred in litigation  between the parties  hereto arising out of or
related to this Lease.  The term attorneys' fees and costs as used in this Lease
shall mean such costs at all levels from pretrial through final appeal.

36. NO IMPLIED  WAIVER.  The  failure of Landlord to insist at any time upon the
strict  performance  of any  covenant or to exercise any right or remedy in this
Lease shall not be construed as a waiver  thereof for the future.  No payment by
Tenant or receipt by Landlord of a lesser amount than the monthly installment of
rent due under  this  Lease  shall be deemed to be other  than on account of the
earliest rent due hereunder, nor shall any endorsement or statement on any check
or any letter  accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's  right to recover the balance of such rent or pursue any other remedy
provided in this Lease or at law or equity.

37.  LIMITATION  OF  LIABILITY.  The  liability  of Landlord  for any default by
Landlord  under this Lease  shall be limited to the  interest of Landlord in the
Property.  Tenant  agrees to look solely to such  interest for the  satisfaction
thereof and neither Landlord nor any of its partners shall be personally  liable
for any obligations hereunder.

38. SECURITY  DEPOSIT.  The Security  Deposit shall be held by Landlord  without
liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations  under this Lease, it being expressly  understood that
the Security Deposit shall not be considered an advance payment of rental, nor a
"Rent Deposit" as defined in Subparagraph  5(d), nor should the Security Deposit
be  considered  a measure  of  Landlord's  damages in case of default by Tenant.
Landlord may, from time to time,  without  prejudice to any other remedy,  apply
the Security Deposit to arrearage of rent or to the cost of performing any other
covenant or obligation of Tenant  hereunder.  Following any such  application of
the  Security  Deposit,  Tenant  shall pay to  Landlord  on demand the amount so
applied in order to restore the  Security  Deposit to its  original  amount.  If
Tenant is not in default at the  termination  of this Lease,  the balance of the
Security Deposit  remaining after any such  application(s)  shall be returned by
Landlord to Tenant.  If Landlord  transfers its interest in the Premises  during
the  term of this  Lease,  Landlord  may  assign  the  Security  Deposit  to the
transferee  and  thereafter  Landlord  shall have no further  liability  for the
return of such Security Deposit.

39. NOTICE. Any notice or demand given pursuant to this Lease must be in writing
and be given or be served by  depositing  the same in the  United  States  mail,
postpaid and certified  and  addressed to the party to be notified,  with return
receipt  requested,  or by  delivering  the  same  in  person  or by  commercial
overnight courier service to such party to

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be notified at the address  stated in this Lease or such other  address of which
notice has been given to the other  party in  accordance  with the terms of this
Paragraph 39. Notice deposited in the mail in the manner  hereinabove  described
shall be effective  from and after the  expiration of three (3) days after it is
so  deposited.  Notwithstanding  any  provision  of this  Lease to the  contrary
however, Landlord may always give Tenant notice by addressing or delivering same
to the Premises. Until further notice, the addresses for the parties shall be as
follows:

As to Landlord:                  SPANISH RIVER EXECUTIVE PLAZA, LIMITED
                                 c/o Mackey/Krumm Ventures,Inc., General Partner
                                 1601 Forum Place, Suite 805
                                 West Palm Beach, FL  33401

                                  Attn: Walter J. Mackey, Jr.

With copies to:                   SPANISH RIVER EXECUTIVE PLAZA, LIMITED
                                  c/o Mackey/Krumm Ventures Management Office
                                  4800 North Federal Highway, Suite 100-C
                                  Boca Raton, FL 33431

As to Tenant:                     Manchester Equipment Co.
                                  Spanish River Executive Plaza
                                  185 N.W. Spanish River Blvd.
                                  Suite 270
                                  Boca Raton, FL 33431

With copies to:                  ------------------------------------
                                 ------------------------------------
                                 ------------------------------------


40.  SEVERABILITY.  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  enforceable  to the fullest  extent
permitted by law.

41.  RECORDATION.  Tenant  agrees  not to record  this  Lease or any  memorandum
hereof, but Landlord may record this Lease or a memorandum  thereof, at its sole
election, and Tenant agrees to execute such memorandum upon request by Landlord.

42.     GOVERNING LAW.  This Lease and the rights and obligations of the parties
hereto shall be interpreted,  construed and enforced in accordance with the laws
of the State of Florida.

43. TIME OF PERFORMANCE.  Except as expressly  otherwise herein  provided,  with
respect to all required acts of Tenant, time is of the essence of this Lease.

44. FORCE MAJEURE.  Whenever a time period is herein  prescribed for Landlord or
Tenant  to  take  action,  neither  Landlord  nor  Tenant  shall  be  liable  or
responsible for, and there shall be excluded from the computation of such period
of time, any delays due to strikes,  riots,  acts of God,  shortages of labor or
materials,  war, governmental laws, regulations or restrictions,  financing,  or
any other cause whatsoever beyond the control of either Landlord or Tenant.

45. TRANSFERS BY LANDLORD. Landlord shall have the right to transfer and assign,
in  whole  or in part,  all its  rights  and  obligations  hereunder  and in the
Premises, and, in such event and upon such transfer,  Landlord shall be released
from any further obligations hereunder, and Tenant agrees to look solely to such
successor  in interest  of Landlord  for the  performance  of such  obligations.
However, Landlord shall remain liable

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for any  adjudicated  judgment  in favor of Tenant   provided  that  Tenant  has
commenced,  and served Landlord with written notice thereof,  an action prior to
such transfer.

46.  BROKERS.  Landlord  and  Tenant  represent  and  warrant to each other that
neither  of them  has  employed,  engaged,  or  consulted  with  any  broker  in
connection  herewith  except  for  Gimelstob  Realty  Better  Homes and  Gardens
("Broker"). Landlord and Tenant hereby agree to indemnify and to hold each other
harmless  against any loss,  expense or liability with respect to any claims for
commissions  or  brokerage  fees  arising  out of any  breach  of the  foregoing
representation and warranty. Broker shall be paid by Blasland, Bouck & Lee, Inc.
for any  commission  due on the lease term through  December 31, 1999;  Broker's
commission  due  after  December  31,  1999  shall  be  paid by  Landlord.  Such
commissions shall be paid by both parties upon Commencement of the Lease.

47.  EFFECT OF  DELIVERY OF THIS LEASE.  Landlord  has  delivered a copy of this
Lease to Tenant for  Tenant's  review  only,  and the  delivery  hereof does not
constitute an offer to Tenant until or unless it has been fully executed by both
Tenant and Landlord.

48.  CAPTIONS.  The  paragraph  captions  used  herein are for  convenience  and
reference only.

49.  JOINT AND  SEVERAL  LIABILITY  OF TENANT.  If there is more than one person
comprising Tenant, the obligations  imposed upon Tenant hereunder shall be joint
and  several.  If there is a guarantor  or  guarantors  of Tenant's  obligations
hereunder,  Landlord need not first  proceed  against  Tenant before  proceeding
against any such  guarantor,  nor shall any such  guarantor be released from its
guaranty for any reason whatsoever, including, without limitation, any amendment
to this Lease,  any waiver of any  provision  hereof or the failure to give such
guarantor any notice hereunder.

50. ENTIRE  AGREEMENT.  This Lease  constitutes the entire agreement between the
parties hereto with respect to the subject  matter  hereof.  There are no terms,
understandings,  representations or warranties,  express or implied,  other than
those set forth herein. All prior communications, negotiations, representations,
agreements  and  understanding,  whether  oral or  written,  between the parties
hereto are merged herein.

51.  AMENDMENTS.  This  Lease  may not be  modified  or  amended,  except  by an
instrument in writing and signed by both parties hereto.

52. BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of
Landlord,   its  successors  and  assigns,  and  Tenant,  its  heirs,   personal
representatives, successors and, to the extent assignment is permitted under the
provisions hereof, Tenant's assigns.

53.      LEASEHOLD IMPROVEMENTS AND ACCEPTANCE OF PREMISES.
         a)       SUBSTANTIAL COMPLETION.  Omitted.

         b) "AS IS"  CONDITION  OF  PREMISES.  Notwithstanding  anything  to the
contrary as may be set forth  herein,  Landlord  and Tenant agree that Tenant is
accepting the Premises in their current "as is" condition,  less reasonable wear
and tear,  provided  however,  that  Landlord  represents  the utility  systems,
including heating and air conditioning systems and equipment be in working order
at the time Tenant takes occupancy,  as of December 1, 1997, (other than removal
of existing tenant's  equipment and fixtures and Landlord's  obligation to paint
the Premises and clean the  carpeting),  and that any other tenant  finish work,
improvements,  or equipment as may be needed by Tenant for its  specified use of
the Premises  shall be paid for  exclusively by Tenant and shall be installed by
Tenant only after having  received  Landlord's  prior written  approval for such
improvements, which shall not be unreasonably withheld, provided Tenant:

               (i)  provides  a copy of the plans for such other  tenant  finish
                    work to Landlord;

               (ii) pays for all costs of such other tenant finish work; and


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              (iii) indemnifies  Landlord for any liability in  connection  with
                    such other tenant finish work.

         c) For purposes of this Lease,  the  Premises are already  deemed to be
Substantially  Complete as of the date Tenant executes this Lease with no permit
needed from the City of Boca Raton.

         d) Tenant shall be solely  responsible for satisfying all  governmental
regulations  having  jurisdiction  over Tenant's use of the Premises or Tenant's
operations in the Building.  No exhaust system,  electrical hook-up, or electric
and/or gas  appliances  shall be installed by Tenant  without  Landlord's  prior
approval  which  approval  shall not  constitute  compliance  by Tenant with any
governmental approval as may be required herein of Tenant.

         e) LEASEHOLD  IMPROVEMENTS.  Except for those  portions of the Premises
which Tenant is accepting in their "as is" condition,  those  improvements which
shall  be  the  responsibility  of  Landlord  to  complete  are  referred  to as
"Landlord's  Additional  Work" and are  listed  separately  below and  unless so
identified,  Landlord  shall not be obligated to complete any other work or make
any improvements to the Premises. Landlord's Additional Work shall include:

               (i)  Re-painting the Premises throughout (painted surfaces
                           only) with  Tenant's  choice from  Building  Standard
                           Selections.

               (ii) Landlord  shall clean the carpets within the Premises and in
                    the  event  such  cleaning  is not  successful  pursuant  to
                    commercial  standards,  Landlord  will  give  Tenant a Seven
                    Hundred  and  No/100  Dollar  ($700.00)  allowance  for  the
                    purposes  of  installing  new  carpeting   from   Landlord's
                    Building Standard selections.

         f) TENANT  ACCEPTANCE.  Tenant and its agents have been  provided  with
full  opportunity  to inspect  the  condition  and  construction  quality of the
Premises  prior to  executing  this Lease and have  thereby  been deemed to have
accepted all such existing  conditions as of the date Tenant executes this Lease
unless  any such  conditions  are to be  changed or  modified  according  to the
definition of Landlord's Additional Work provided in this paragraph 53.

         IN WITNESS  WHEREOF,  Landlord and Tenant have  executed  this Lease in
multiple original counterparts on the day and year first above written.

WITNESSES:                               TENANT:
                                         MANCHESTER EQUIPMENT COMPANY,
                                         INC.


_____________________________            By:/s/ Barry Steinberg
                                           ---------------------
                                              Barry Steinberg
_____________________________                 President


WITNESSES:                                   LANDLORD:
                                             SPANISH RIVER EXECUTIVE PLAZA,
                                             LTD., a Florida Limited Partnership


_____________________________                 By:_/s/ Walter J. Mackey, Jr.
                                              -----------------------------
                                              Walter J. Mackey, Jr., President
_____________________________                 MACKEY/KRUMM VENTURES, INC.,
                                              General Partner






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EXHIBITS ATTACHED:

"A" Real Property Description
"B" Floor Plan of Premises
"C" Work Letter - Omitted.
"D" Rules and Regulations
"E" Floor Plan of Premises and Offered Premises - Omitted.
"F" Broker Disclosure Statement - Omitted
"G" Radon Gas Disclosure
"H" Form of Subordination and Non-Disturbance



















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