<PAGE>


                          STANDARD FORM OF MULTI-TENANT
                          -----------------------------
                                 LEASE AND RIDER
                                 ---------------

                                Table of Contents
                                -----------------

Article                                                                Page

1.  Rent .................................................................1
2.  Occupancy ............................................................1
3.  Tenant Alterations ...................................................1
4.  Maintenance and Repairs ..............................................1
5.  Window Cleaning ......................................................1
6.  Requirements of Law, Fire Insurance, Floor Loads .....................1
7.  Subordination ........................................................2
8.  Property-Loss, Damage, Reimbursement, Indemnity ......................2
9.  Destruction, Fire and Other Casualty .................................2
10. Eminent Domain .......................................................2
11. Assignment, Mortgage, Etc ............................................2
12. Electric Current .....................................................2
13. Access to Premises ...................................................2
14. Vault, Vault Space, Etc ..............................................3
15. Occupancy ............................................................3
16. Bankruptcy ...........................................................3
17. Default ..............................................................3
18. Remedies of Owner and Waiver of Redemption ...........................3
19. Fees and Expenses ....................................................3
20. Building Alterations and Management ..................................3
21. No Representation by Owner ...........................................3
22. End of Term ..........................................................4
23. Quiet Enjoyment ......................................................4
24. Failure to Give Possession ...........................................4
25. No Waiver ............................................................4
26. Waiver of Trial by Jury ..............................................4
27. Inability to Perform .................................................4
28. Intentionally Omitted ................................................4
29. Water Charges ........................................................4
30. Sprinklers ...........................................................4
31. Elevators, Heat, Cleaning ............................................4
32. Security .............................................................5
33. Captions .............................................................5
34. Definitions ..........................................................5
35. Adjacent Excavation-Shoring ..........................................5
36. Intentionally Omitted ................................................5
37. Glass ................................................................5
38. Estoppel Certificate .................................................5
39. Intentionally Omitted ................................................5
40. Successors and Assigns ...............................................5
41. Additional Definitions ...............................................6
42. Term; Preparation for Occupancy and Possession .......................7
43. Rent .................................................................9
44. Parking .............................................................10
45. Tax Escalation ......................................................11
46. Common Area Maintenance Charge ......................................13
47. Cleaning; Trash Removal .............................................14
48. Utilities ...........................................................14
49. Amendments for Financing; Information for Mortgagees ................15
50. Broker ..............................................................15
51. Signs ...............................................................15
52. Holdover ............................................................16
53. Insurance and Indemnity .............................................16
54. Exculpation .........................................................18
55. Rules and Regulations ...............................................18
56. Tenant's Alterations and Maintenance ................................18
57. Notice ..............................................................19
58. Miscellaneous .......................................................20
59. Amendments to Printed Form ..........................................22
60. Generator: ..........................................................26


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Exhibit A - Rules and Regulations
Exhibit B - Work Specifications
Exhibit C - Floor Plan

<PAGE>



                           STANDARD FORM OF LOFT LEASE
                     The Real Estate Board of New York, Inc.
                 (copyright) Copyright 1982, All Rights Reserved.         L-1/83
                  Reproduction in whole or in part prohibited.


AGREEMENT OF LEASE, made as of this 7th day of August 2000, between MACK-CALI
SO. WEST REALTY ASSOCIATES L.L.C., a New York limited liability company, having
an address at 100 Clearbrook Road, Elmsford, New York 10523 party of the first
part, hereinafter referred to as OWNER, and WISE/CONTACT US OPTICAL CORPORATION,
a New York corporation having an address at One Executive Boulevard, Yonkers,
New York 10701 party of the second part, hereinafter referred to as TENANT.

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
area of the ground floor shown on the floor plan annexed hereto as Exhibit C.
(the "demised premises") containing approximately 25,575 square feet (the
"Rentable Area"). The parties agree that for the purposes of this lease, the
demised premises shall be deemed to be approximately 25,575 square feet. in the
building known as 4 Executive Plaza (the "Building") Yonkers, New York, for the
term of ten (10) years (or until such term shall sooner cease and expire as
hereinafter provided) to commence as set forth in Article 42 both dates
inclusive, at an annual rental rate of (the "Fixed Annual Rent") $383,625.00 per
annum for the first three lease years, $421,987.50 per annum for the next three
lease years and $473,137.50 per annum for the last four lease years which Tenant
agrees to pay in lawful money of the United States which shall be legal tender
in payment of all debts and dues, public and private, at the time of payment, in
equal monthly installments in advance on the first day of each month during said
term, at the office of Owner or such other place as Owner may designate, without
any set off or deduction whatsoever, except that Tenant shall pay the first
monthly Installment(s) within ten (10) days following notice from Owner that the
existing tenant of the demised premises has vacated the demised premises and
surrendered same to Owner (unless this lease be a renewal).

     In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

     The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby convenant
as follows:

Occupancy

1.   Tenant shall pay the rent as above and as hereinafter provided.

2.   Tenant or any of its affiliates shall use and occupy demised premises for
     general office use and distribution of optical products (including the
     shipment of products from the demised premises) provided such use is in
     accordance with the Certificate of Occupancy for the building, if any, and
     for no other purpose.

Alterations:

3.   Tenant shall make no changes in or to the demised premises of any nature
     without Owner's prior written consent. Subject to the prior written consent
     of Owner, which consent shall not be unreasonably withheld or delayed, and
     to the provisions of this article, Tenant at Tenant's expense, may make
     alterations, installations, additions or improvements which are
     non-structural and which do not affect utility services or plumbing and
     electrical lines, in or to the interior of the demised premises using
     contractors or mechanics first approved by Owner. Tenant shall, at its
     expense, before making any alterations, additions, installations or
     improvements obtain all permits, approval and certificates required by any
     governmental or quasi-governmental bodies and (upon completion)
     certificates of final approval thereof and shall deliver promptly
     duplicates of all such permits, approvals and certificates to Owner. Tenant
     agrees to carry and will cause Tenant's contractors and sub-contractors to
     carry such workman's compensation, general liability, personal and property
     damage insurance as Owner may require. If any mechanic's lien is filed
     against the demised premises, or the building of which the same forms a
     part, for work claimed to have been done for, or materials furnished to,
     Tenant, whether or not done pursuant to this article, the same shall be
     discharged by Tenant within thirty days thereafter, at Tenant's expense, by
     filing the bond required by law or otherwise. All fixtures and all
     paneling, partitions, railings and like installations, installed in the
     premises at any time, either by Tenant or by Owner on Tenant's behalf,
     shall, upon installation, become the property of Owner and shall remain
     upon and be surrendered with the demised premises unless Owner, by notice
     to Tenant no later than twenty days prior to the date fixed as the
     termination of this lease, elects to relinquish Owner's right thereto and
     to have them removed by Tenant, in which event the same shall be removed
     from the demised premises by Tenant prior to the expiration of the lease,
     at Tenant's expense. Nothing in this Article shall be construed to give
     Owner title to or to prevent Tenant's removal of trade fixtures, moveable
     office furniture and equipment, but upon removal of any such from the
     premises or upon removal of other installations as may be required by
     Owner, Tenant shall immediately and at its expense, repair and restore the
     premises to the condition existing prior to Installation and repair any
     damage to the demised premises or the building due to such removal. All
     property permitted or required to be removed, by Tenant at the end of the
     term remaining in the premises after Tenant's removal shall be deemed
     abandoned and may, at the election of Owner, either be retained as Owner's
     property or removed from the premises by Owner, at Tenant's expense. (See
     Article, 56)

Repairs:

4.   Owner shall maintain and repair the exterior of and the public portions of
     the building. Tenant shall, throughout the term of this lease, take good
     care of the demised premises including the bathrooms and lavatory
     facilities and the windows and window frames and, the fixtures and
     appurtenances therein and at Tenant's sole cost and expense promptly make
     all repairs thereto and to the building, whether structural or
     non-structural in nature, caused by or resulting from the carelessness,
     omission, neglect or improper conduct of Tenant, Tenant's servants,
     employees, invitees, or licensees, and whether or not arising from such
     Tenant conduct or omission, when required by other provisions of this
     lease, including Article 6. Tenant shall also repair all damage to the
     building and the demised premises caused by the moving of Tenant's
     fixtures, furniture or equipment. All the aforesaid repairs shall be of
     quality or class equal to the original work or construction. If Tenant
     fails, after ten days notice, to proceed with due diligence to make repairs
     required to be made by Tenant, the same may be made by the Owner at the
     expense of Tenant, and the expenses thereof incurred by Owner shall be
     collectible, as additional rent, after rendition of a bill or statement
     therefor. If the demised premises be or become infested with vermin, Tenant
     shall, at its expense, cause the same to be exterminated. Tenant shall give
     Owner prompt notice of any defective condition in any plumbing, heating
     system or electrical lines located in the demised premises and following
     such notice. Owner shall remedy the condition with due diligence, but at
     the expense of Tenant, if repairs are necessitated by damage or injury
     attributable to Tenant, Tenant's servants, agents, employees, invitees or
     licensees as aforesaid. Except as specifically provided in Article 9 or
     elsewhere in this lease, there shall be no allowance to the Tenant for a
     diminution of rental value and no liability on the part of Owner by reason
     of inconvenience, annoyance or injury to business arising from Owner,
     Tenant or others making or failing to make any repair, alterations,
     additions or improvements in or to any portion of the building or the
     demised premises or in and to the fixtures, appurtenances or equipment
     thereof. The provisions of this Article 4 with respect to the making of
     repairs shall not apply in the case of fire or other casualty with regard
     to which Article 9 hereof shall apply.

    [See Article 56]

Window Cleaning:

5.   Tenant will not clean nor require, permit, suffer or allow any window in
     the demised premises to be cleaned from the outside in violation of Section
     202 of the New York State Labor Law or any other applicable law, or of any
     other body having or asserting jurisdiction.

Requirements of Law, Fire Insurance, Floor Loads:

6.   Prior to the commencement of the lease term, if Tenant is then in
     possession, and at all times thereafter, Tenant shall, at Tenant's sole
     cost and expense, promptly comply with all present and future laws, orders
     and regulations of all state, federal, municipal and local governments,
     departments, commissions and boards and any direction of any public officer
     pursuant to Law, and all orders, rules and regulations of the New York
     Board of Fire Underwriters, or the Insurance Services Office, or any
     similar body which shall impose any violation, order or duty upon Owner or
     Tenant with respect to the demised premises, arising out of Tenant's use or
     manner of use thereof, or, with respect to the building, if arising out of
     Tenant's use or manner of use of the demised premises or the building
     (including the use permitted under the




                                      -1-


<PAGE>


lease). Except as provided in Article 29 hereof, nothing herein shall require
Tenant to make structural repairs or alterations unless Tenant has, by its
manner of use of the demised premises or method of operation therein, violated
any such laws, ordinances, orders, rules, regulations or requirements with
respect thereto. Tenant shall not do or permit any act or thing to be done in or
to the demised premises or the Building or any property adjacent thereto which
is contrary to law, or which will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner. Tenant shall not keep anything in the demised premises except
as now or hereafter permitted by the Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization and other authority having
jurisidiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect as if Tenant were not occupying
the Building. If by reason of failure to comply with the foregoing the fire
insurance rate shall, at the beginning of this lease or at any time thereafter,
be higher than it otherwise would be, then Tenant shall reimburse Owner, as
additional rent hereunder, for that portion of all fire insurance premiums
thereafter paid by Owner which shall have been charged because of such failure
by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a
schedule or "make-up" or rate for the building or demised premises issued by a
body making fire insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rates then applicable to said premises. Tenant shall not place a
load upon any floor of the demised premises exceeding the floor load per square
foot area which it was designed to carry and which is allowed by law. Owner
reserves the right to prescribe the weight and position of all safes, business
machines and mechanical equipment. Such installations shall be placed and
maintained by Tenant, at Tenant's expense, in settings sufficient, in Owner's
judgement, to absorb and prevent vibration, noise and annoyance. (See Article
59)

Subordination: 7. This lease is subject and subordinate to all ground or
               underlying leases and to all mortgages which may now or hereafter
               affect such leases or the real property of which demised premises
are a part and to all renewals, modifications, consolidations, replacements and
extensions of any such underlying leases and mortgages. This clause shall be
self-operative and no further instrument or subordination shall be required by
any ground or underlying lessor or by any mortgages, affecting any lease or the
real property of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.      (See Article 59)

Property--     8.  Owner or its agents shall not be liable for any damage to
Loss, Damage,  property of Tenant or of others entrusted to employees of the
Reimbursement, building, nor for loss of or damage to any property of Tenant by
Indeminity:    theft or otherwise, nor for any injury or damage to persons or
               property resulting from any cause of whatsoever nature, unless
caused by or due to the negligence of Owner, its agents, servants or employees;
Owner or its agents shall not be liable for any damage caused by other tenants
or persons in, upon or about said building or caused by operations in connection
of any private, public or quasi public work. If at any time any windows of the
demised premises are temporarily closed, darkened or bricked up (or permanently
closed, darkened or bricked up, if required by law) for any reason whatsoever
excluding, but not limited to Owner's own acts, Owner shall not be liable for
any damage Tenant may sustain thereby and Tenant shall not be entitled to any
compensation therefor nor abatement or diminution of rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction. Tenant
shall indemnify and save harmless Owner against and from all liabilities,
obligations, damages, penalties, claims, costs and expenses for which Owner
shall not be reimbursed by insurance, including reasonable attorney's fees,
paid, suffered or incurred as a result of any breach by Tenant, Tenant's agents,
contractors, employees, invitees, or licensees, of any covenant or condition of
this lease, or the carelessness, negligence or improper conduct of the Tenant,
Tenant's agents, contractors, employees, invitees or licensees. Tenant's
liability under this lease extends to the acts and omissions of any sub-tenant,
and any agent, contractor, employee, invitee or licensee of any sub-tenant. In
case any action or proceeding is brought against Owner by reason of any such
claim, Tenant, upon written notice from Owner, will, at Tenant's expense, resist
or defend such action or proceeding by counsel approved by Owner in writing,
such approval not to be unreasonably withheld.

Destruction,   9. (a) If the demised premises or any part thereof shall be
Fire and Other damaged by fire or other casualty, Tenant shall give immediate
Casualty:      notice thereof to Owner and this lease shall continue in full
               force and effect except as hereinafter set forth. (b) If the
demised premises are partially damaged or rendered partially unusable by fire or
other casualty, the damages thereto shall be repaired by and at the expense of
Owner and the rent, until such repair shall be substantially completed, shall be
apportioned from the day following the casualty according to the part of the
premises which is usable. (c) If the demised premises are totally damaged or
rendered wholly unusable by fire or other casualty, then the rent shall be
proportionately paid up to the time of the casualty and thenceforth shall cease
until the date when the premises shall have been repaired and restored by Owner,
subject to Owner's right to elect not to restore the same as hereinafter
provided. (d) If the demised premises are rendered wholly unusable or (whether
or not the demised premises are damaged in whole or in part) if the building
shall be so damaged that Owner shall decide to demolish it or to rebuild it,
then, in any of such events, Owner may elect to terminate this lease by written
notice to Tenant, given within 90 days after such fire or casualty, specifying a
date for the expiration of the lease, which date shall not be more than 60 days
after the giving of such notice, and upon the date specified in such notice the
term of this lease shall expire as fully and completely as if such date were the
date set forth above for the termination of this lease and Tenant shall
forthwith quit, surrender and vacate the premises without prejudice however, to
Owner's rights and remedies against Tenant under the lease provisions in effect
prior to such termination, and any rent owing shall be paid up to such date and
any payments of rent made by Tenant which were on account of any period
subsequent to such date shall be returned to Tenant, unless Owner shall serve a
termination notice as provided for herein. Owner shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition, subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Owner's control. After any such casualty, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Owner that the premises are
substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove
shall relieve Tenant from liability that may exist as a result of damage from
fire or other casualty. Notwithstanding the foregoing, each party shall look
first to any insurance in its favor before making any claim against the other
party for recovery for loss or damage resulting from fire or other casualty, and
to the extent that such insurance is in force and collectible and to the extent
permitted by law. Owner and Tenant each hereby releases and waives all right of
recovery against the other or any one claiming through or under each of them by
way of subrogation or otherwise. The foregoing release and waiver shall be in
force only if both releasors' insurance policies contain a clause providing that
such a release or waiver shall not invalidate the insurance. If, and to the
extent, that such waiver can be obtained only by the payment of additional
premiums, then the party benefitting from the waiver shall pay such premium
within ten days after written demand or shall be deemed to have agreed that the
party obtaining insurance coverage shall be free of any further obligation under
the provisions hereof with respect to waiver of subrogation. Tenant acknowledges
that Owner will not carry insurance on Tenant's furniture and or furnishings or
any fixtures or equipment, improvements, or appurtenances removable by Tenant
and agrees that Owner will not be obligated to repair and damage thereto or
replace the same. (f) Tenant hereby waives the provisions of Section 227 of the
Real Property Law and agrees that the provisions of this article shall govern
and control in lieu thereof. Article 9 is amended by adding the following:

     "Notwithstanding the provisions of Article 9, if the demised premises or a
major part thereof shall be totally, or substantially, damaged or destroyed or
rendered completely, or substantially, untenantable on account of fire, casualty
or other cause (other than fire, casualty or other cause relating to Tenant's
act or failure to act where it had a duty to act), the rent and additional rent
shall completely abate as of the date of the damage or destruction and until
Owner shall repair, restore, replace and rebuild the demised premises (subject
to Owner's right to elect not to restore the same); provided, however, that
should Tenant reoccupy a portion of the demised premises for the purpose of
conducting business during the period the restoration work is taking place and
prior to the date that the same is made completely tenantable, rent and
additional rent shall be apportioned and payable by Tenant in proportion to the
part of the demised premises occupied by it. Nevertheless, in case of any
substantial damage or destruction to the demised premises, Tenant, as its sole
remedy, may cancel this lease by written notice to Owner, if (i) within 30 days
from the date of the damage or destruction, Owner does not deliver to Tenant a
written certification to the effect that the restoration can be completed within
six months from the date of the casualty; (ii) within 90 days of the date of
damage of destruction Owner does not enter into a contract which shall provide
for the complete restoration of the demised premises within a period of six (6)
months from the date of the damage or destruction; (iii) work under such
contract or contracts has not commenced within 120 days of the date of said
damage or destruction; or (iv) said work is not prosecuted with reasonable
diligence to its completion within six (6) months of the date of damage or
destruction; provided that Tenant shall not be entitled to cancel this lease
pursuant to this sentence more than 10 days after Owner shall have given written
notice to Tenant that the state of facts specified in clauses (i), (ii) or (iii)
of this sentence, as the case may be, has occurred. The period for the
completion of the required repairs and restoration work shall be extended by the
number of days lost in the event such loss results from unavoidable delays, or
any cause beyond the reasonable control of Owner."

Eminent        10. If the whole or any part of the demised premises shall be
Domaint:       acquired or condemned by Eminent Domain for any public or quasi
               public use or purpose, then and in that event, the term of this
lease shall cease and terminate from the date of title vesting in such
proceeding and Tenant shall have no claim for the value of any unexpired term of
said lease.


Assignment,    11. Tenant, for itself, its heirs, distributees, executors,
Mortgage,      administrators, legal representatives, successors and assigns,
Etc.:          expressly covenants that it shall not assign, mortgage or
               encumber this agreement, nor underlet, or suffer or permit the
demised premises or any part thereof to be used by others, without the prior
written consent of Owner in each instance. Transfer of the majority of the stock
of a corporate Tenant shall be deemed an assignment. If this lease be assigned,
or if the demised premises or any part thereof be underlet or occupied by
anybody other than Tenant, Owner may, after default by Tenant, collect rent from
the assignee, under-tenant or occupant, and apply the net amount collected to
the rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, under-tenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained. The consent by Owner to an assignment or underletting shall not in
any wise be construed to relieve Tenant from obtaining the express consent in
writing of Owner to any further assignment or underletting.

Electric       12. Rates and conditions in respect to submetering or rent
Current:       inclusion, as the case may be, to be added in RIDER attached
[GRAPHIC       hereto. Tenant covenants and agrees that at all times its use
OMITTED]       of electric current shall not exceed the capacity of existing
               feeders to the building or the risers or wiring installation and
Tenant may not use any electrical equipment which, in Owner's opinion,
reasonably exercised, will overload such installations or interfere with the use
thereof by other tenants of the building. The change at any time of the
character of electric service shall in no wise make Owner liable or responsible
to Tenant, for any loss, damages or expenses which Tenant may sustain. (See
Article 48)


Access to      13. Owner or Owner's agents shall have the right (but shall not
Premises:      be obligated) to enter the demised premises in any emergency at
               any time, and, at other reasonable times, to examine the same and
to make such repairs, replacements and improvements as Owner may deem necessary
and reasonably desirable to any portion of the building or which Owner may elect
to perform in the premises after the Tenant's failure to make repairs or perform
any work which Tenant is obligated to perform under this lease, or for the
purpose of complying with laws, regulations and other directions of governmental
authorities. Tenant shall permit Owner to use and maintain and replace pipes,
ducts and conduits in and through the demised premises and to erect new pipes,
ducts and conduits therein provided, wherever possible, whether they are within
walls or otherwise concealed. Owner may, during the progress of any work in the
demised premises, take all necessary materials and equipment into said premises
without the same constituting an eviction nor shall the Tenant be entitled to
any abatement of rent while such work is in progress nor to any damages by
reason of loss or interruption of business or otherwise. Throughout the term
hereof Owner shall have the right to enter the demised premises at reasonable
hours for the purpose of showing the same to prospective purchasers or
mortgagees of the building, and during the last six months of the term for the
purpose of showing the same to prospective tenants and may, during said six
months period, place upon the premises the usual notices "To Let" and "For Sale"
which notices Tenant shall permit to remain thereon without molestation. If
Tenant is not present to open and permit an entry into the premises, Owner or
Owner's agents may enter the same whenever such entry may be necessary or
permissible by masterkey or forcibly and provided reasonable care is exercised
to safeguard Tenant's property, such entry shall not render Owner or its agents
liable therefor, nor in any event shall the obligations of Tenant hereunder be
affected. If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property therefrom, Owner may immediately enter,
alter, renovate or redecorate the demised premises without limitation or
abatement of rent, or incurring liability to Tenant for any compensation and
such act shall have no effect on this lease or Tenant's obligations hereunder.
Owner shall use reasonable efforts to minimize interference with Tenant's
conduct of business in the demised premises.

Notwithstanding anything contained herein to the contrary, provided that Tenant
is in occupancy of substantially all of the demised premises and is not then in
default under the Lease and has not been in default of the Lease during the
immediately preceding 12 month period, Tenant's subordination of this lease, as
set forth in Article 7, is conditioned upon Owner obtaining for Tenant's benefit
a non-disturbance agreement from the holder of any mortgage or ground or
underlying lease which is superior to this lease, in the form then customarily
used by the grantor of said agreement, providing in substance that so long as
Tenant is not in default under this lease beyond any applicable grace period,
then the grantor will not terminate this lease or take any action to recover
possession of the demised premises, notwithstanding any foreclosure of the
mortgage or default under, or terminate of, the ground or underlying lease. If
Tenant does not satisfy the provisos set forth above, Owner shall use reasonable
efforts to obtain a nondisturbance agreement for Tenant. Any fees or costs
imposed by the grantor of any such nondisturbance agreement (s) or its attorney,
shall be paid by Tenant.*

                                      -2-

<PAGE>


Vault,          14. No Vaults, vault space or area, whether or not enclosed or
Vault Space,    covered, not within the property line of the building is leased
Area:           hereunder, anything contained in or indicated on any sketch,
                blue print or plan, or anything contained elsewhere in this
lease to the contrary notwithstanding. Owner makes no representation as to the
location of the property line of the building. All vaults and vault space and
all such areas not within the property line of the building, which Tenant may be
permitted to use and/or occupy, is to be used and/or occupied under a revocable
license, and if any such license be revoked, or if the amount of such space or
area: be diminished or required by any federal, state or municipal authority or
public utility, Owner shall not be subject to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual eviction.
Any tax, fee or charge of municipal authorities for such vault or area shall be
paid by Tenant, if used by Tenant, whether or not specifically leased hereunder.

Occupancy:      15. Tenant will not at any time use or occupy the demised
                premises in violation of the certificate of occupancy issued for
the building of which the demised premises are a part. If any governmental
license or permit shall be required for the proper and lawful conduct of
Tenant's business, Tenant shall be responsible for and shall procure and
maintain such license or permit.

Bankruptcy:     16. (a) Anything elsewhere in this lease to the contrary
                notwithstanding, this lease may be cancelled by Owner by sending
of a written notice to Tenant within a reasonable time after the happening of
any one or more of the following events: (1) the commencement of a case in
bankruptcy or under the laws of any state naming Tenant as the debtor; or (2)
the making by Tenant of an assignment or any other arrangement for the benefit
of creditors under any state statute. Neither Tenant nor any person claiming
through or under Tenant, or by reason of any statute or order of court, shall
thereafter be entitled to possession of the premises demised but shall forthwith
quit and surrender the premises. If this lease shall be assigned in accordance
with its terms, the provisions of this Article 16 shall be applicable only to
the party then owning Tenant's interest in this lease.

                    (b) It is stipulated and agreed that in the event of the
termination of this lease pursuant to (a) hereof, Owner shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rental reserved hereunder for the unexpired portion of
the term demised and the fair and reasonable rental value of the demised
premises for the same period. In the computation of such damages the difference
between any installment of rent becoming due hereunder after the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such installment was payable shall be discounted to the
date of termination at the rate of four percent (4%) per annum. If such premises
or any part thereof be relet by the Owner of for the unexpired term of said
lease, or any part thereof, before presentation of proof of such liquidated
damages to any court, commission or tribunal, the amount of rent reserved upon
such reletting shall be deemed to be the fair and reasonable rental value for
the part or the whole of the premises so re-let during the term of the
re-letting. Nothing herein contained shall limit or prejudice the right of the
Owner to prove for and obtain as liquidated damages by reason of such
termination, an amount equal to the maximum allowed by any statue or rule of law
in effect at the time when, and governing the proceedings in which, such damages
are to be proved, whether or not such amount be greater, equal to, or less than
the amount of the difference referred to above.

Default:        17. (l)If Tenant defaults in fulfilling any of the covenants of
                this lease or any other lease between Tenant and Owner or any
other entity in which Owner or partner of Owner is lessor or principal or
shareholder of lessor other than the covenants for the payment of rent or
additional rent; or if the demised premises becomes vacant or deserted or if
Tenant shall fail more than 3 times during any 12 month period during the term
of this lease to make timely payments of rent or if this lease be rejected under
S 235 of Title II of the U.S. Code (bankruptcy code); or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if Tenant shall make default with respect to any other lease between Owner and
Tenant; or if Tenant shall have failed, after thirty (30) days written notice,
to redeposit with Owner any portion of the security deposited hereunder which
Owner has applied to the payment of any rent and additional rent due and payable
hereunder or failed to move into or take possession of the premises within
thirty (30) days after the commencement of the term of this lease, of which fact
Owner shall be the sole judge; then in any one or more of such events, upon
Owner serving a written ten (10) days notice upon Tenant specifying the nature
of said default and upon the expiration of said ten (10) days, if Tenant shall
have failed to comply with or remedy such default or if the said default or
omission complained of shall be of a nature that the same cannot be completely
cured or remedied within said ten (10) day period, and, if Tenant shall not have
diligently commenced curing such default within such ten (10) day period, and
shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written three (3) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said three (3) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such three (3) day period were the
day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Owner but Tenant shall remain liable as hereinafter provided.

                    (2) If the notice provided for in (1) hereof shall have been
given, and the term shall expire as aforesaid; or if Tenant shall make default
in the payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required
and such default continues for ten (10) days following notice then and in any of
such events Owner may without notice, re-enter the demised premises either by
force or otherwise, and dispossess Tenant by summary proceedings or otherwise,
and the legal representative of Tenant or other occupant of demised premises and
remove their effects and hold the premises as if this lease had not been made,
and Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default hereunder
prior to the date fixed as the commencement of any renewal or extension of this
lease, Owner may cancel and terminate such renewal or extension agreement by
written notice.

Remedies of     18. In case of any such default, re-entry, expiration and/or
Owner and       dispossess by summary proceedings or otherwise, (a) the rent,
Waiver of       and additional rent, shall become due thereupon and be paid up
Redemption:     to the time of such re-entry, dispossess and/or expiration, (b)
                Owner may re-let the premises or any part or parts thereof,
either in the name of Owner or otherwise, for a term or terms, which may
if Owner's option be less than or exceed the period which would otherwise have
constituted the balance of the term of this lease and may grant concessions or
free rent or charge a higher rental than that in this lease, (c) Tenant or the
legal representatives of Tenant shall also pay Owner as liquidated damages for
the failure of Tenant to observe and perform said Tenant's covenants herein
contained, any deficiency between the rent hereby reserved and or covenanted to
be paid and the net amount, if any, of the rents collected on account of the
subsequent lease or leases of the demised premises for each month of the period
which would otherwise have constituted the balance of the term of this lease.
The failure of Owner to re-let the premises or any part or parts thereof shall
not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Owner may incur in connection with re-letting, such as legal expenses,
attorneys' fees, brokerage, advertising and for keeping the demised premises in
good order or for preparing the same for re-letting. Any such liquidated damages
shall be paid in monthly installments by Tenant on the rent day specified in
this lease and any suit brought to collect the amount of the deficiency for any
month shall not prejudice in any way the rights of Owner to collect the
deficiency for any subsequent month by a similar proceeding. Owner, in putting
the demised premises in good order or preparing the same for re-rental may, at
Owner's option, make such alterations, repairs, replacements, and/or decorations
in the demised premises as Owner, in Owner's sole judgment, considers advisable
and necessary for the purpose of re-letting the demised premises, and the making
of such alterations, repairs, replacements, and/or decorations shall not operate
or be construed to release Tenant from liability hereunder as aforesaid. Owner
shall in no event be liable in any way whatsoever for failure to re-let the
demised premises, or in the event that the demised premises are re-let, for
failure to collect the rent thereof under such re-letting, and in no event shall
Tenant be entitled to receive any excess, if any, of such net rents collected
over the sums payable by Tenant to Owner hereunder. In the event of breach or
threatened breach by Tenant of any of the covenants or provisions hereof, Owner
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. Mention in this lease of any particular remedy, shall not
preclude Owner from any other remedy, in law or in equity. Tenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws.

Fees and        19. If Tenant shall default in the observance or performance of
Expenses:       any term or covenant on Tenant's part to be observed or
                performed under or by virtue of any of the terms or provisions
in any article of this lease, then, unless otherwise provided elsewhere in this
lease. Owner may immediately or at any time thereafter and without notice
perform the obligation of Tenant thereunder. If Owner, in connection with the
foregoing or in connection with any default by Tenant in the covenant to pay
rent hereunder, makes any expenditures or incurs any obligations for the payment
of money, including but not limited to reasonable attorney's fees, in
instituting, prosecuting or defending any action or proceedings, then Tenant
will reimburse Owner for such sums so paid or obligations incurred with interest
and costs. The foregoing reasonable expenses incurred by reason of Tenant's
default shall be deemed to be additional rent hereunder and shall be paid by
Tenant to Owner within five (5) days of rendition of any bill or statement to
Tenant therefor. If Tenant's lease term shall have expired at the time of making
of such expenditures or incurring of such obligations, such sums shall be
recoverable by Owner as damages.

Building        20. Owner shall have the right at any time without the same
Alterations     constituting an eviction and without incurring liability to
And             Tenant therefor to change the arrangement and or location of
Management:     public entrances, passageways, doors, doorways, corridors,
                elevators, stairs, toilets or other public parts of the building
and to change the name, number or designation by which the building may be
known. There shall be no allowance to Tenant for diminution of rental value and
no liability on the part of Owner by reason of inconvenience, annoyance or
injury to business arising from Owner or other Tenant making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.

No Repre-       21. Neither Owner nor Owner's agents have made any
sentations      representations or promises with respect to the physical
By Owner:       condition of the building, the land upon which it is erected or
                the demised premises, the rents, leases, expenses of operation
or any other matter or thing affecting or related to the demised premises or the
building except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised premises and is thoroughly acquainted with their condition and
agrees to take the same subject to Owner's work set forth on the attached work
specifications and floor plan. on the date possession is tendered and
acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory agreement hereafter made shall be ineffective to


                                      -3-
<PAGE>




change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought.


End of Term:

     22. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Owner the demised premises, broom clean, in
good order and condition, ordinary wear and damages which Tenant is not required
to repair as provided elsewhere in this lease excepted, and Tenant shall remove
all its property from the demised premises. Tenant's obligation to observe or
perform this covenant shall survive the expiration or other termination of this
lease.


Quiet Enjoyment:

     23. Owner covenants and agrees with Tenant that upon Tenant paying the rent
and additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the premises hereby demised, subject, nevertheless, to the
terms and conditions of this lease including, but not limited to, Article 34
hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned except in the case of an emergency, Tenant shall have twenty four
hours per day seven days per week access to the Demised Premises.


Failure to Give Possession:

     24. If Owner is unable to give possession of the demised premises on the
date of the commencement of the term hereof, because of the holding-over or
retention of possession of any tenant, undertenant or occupants or if the
demised premises are located in a building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or if Owner has not completed any work required to be performed by
Owner, or for any other reason, Owner shall not be subject to any liability for
failure to give possession on said date and the validity of the lease shall not
be impaired under such circumstances, nor shall the same be construed in any
wise to extend the term of this lease, but the rent payable hereunder shall be
abated (provided Tenant is not responsible for Owner's inability to obtain
possession or complete any work required) until after Owner shall have given
Tenant notice that the premises are substantially ready for Tenant's occupancy.
If permission is given to Tenant to enter into the possession of the demised
premises or to occupy premises other than the demised premises prior to the date
specified as the commencement of the term of this lease. Tenant covenants and
agrees that such occupancy shall be deemed to be under all the terms, covenants,
conditions and provisions of this lease, except as to the covenant to pay rent.
The provisions of this article are intended to constitute "an express provision
to the contrary" within the meaning of Section 223-a of the New York Real
Property Law.


No Waiver:

     25. The failure of either party to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or Regulations, set forth or hereafter adopted by Owner,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been waived by Owner unless such waiver be in writing
signed by Owner. No payment by Tenant or receipt by Owner of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
of any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. All checks rendered to Owner as and for the
rent of the demised premises shall be deemed payments for the account of Tenant.
Acceptance by Owner of rent from anyone other than Tenant shall not be deemed to
operate as an attornment to Owner by the payor of such rent or as a consent by
Owner to an assignment or subletting by Tenant of the demised premises to such
payor, or as a modification of the provisions of this lease. No act or thing
done by Owner or Owner's agents during the term hereby demised shall be deemed
an acceptance of a surrender of said premises and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of Owner
or Owner's agent shall have any power to accept the keys of said premises prior
to the termination of the lease and the delivery of keys to any such agent or
employee shall not operate as a termination of the lease or a surrender of the
premises.


Waiver of Trial by Jury:

     26. It is mutually agreed by and between Owner and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said premises,
and any emergency statutory or any other statutory remedy. It is further
mutually agreed that in the event Owner commences any summary proceeding for
possession of the premises, Tenant will not interpose any counterclaim of
whatever nature or description in any such proceeding.


Inability to Perform:

     27. 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 no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or 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 repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures if Owner is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever beyond Owner's sole control including,
but not limited to, government preemption in connection with a National
Emergency or by reason of 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.


Bills and Notices:

     28. (See Article 57)


Water Charges:

     29. If Tenant requires, uses or consumes water for any purpose in addition
to ordinary lavatory purposes (of which fact Tenant constitutes Owner to be the
sole judge) Owner may install a water meter and thereby measure Tenant's water
consumption for all purposes. Tenant shall pay Owner for the cost of the meter
and the cost of the installation, thereof and throughout the duration of
Tenant's occupancy Tenant shall keep said meter and installation equipment in
good working order and repair at Tenant's own cost and expense in default of
which Owner may cause such meter and equipment to be replaced or repaired and
collect the cost thereof from Tenant, as additional rent. Tenant agrees to pay
for water consumed, as shown on said meter as and when bills are rendered, and
on default in making such payment Owner may pay such charges and collect the
same from Tenant, as additional rent. Tenant covenants and agrees to pay, as
additional rent, the sewer rent, charge or any other tax, rent, levy or charge
which now or hereafter is assessed, imposed or a lien upon the demised premises
or the realty of which they are part pursuant to law, order or regulation made
or issued in connection with the use, consumption, maintenance or supply of
water, water system or sewage or sewage connection or system. If the building or
the demised premises or any part thereof is supplied with water through a meter
through which water is also supplied to other premises Tenant shall pay to
Owner, as additional rent, on the first day of each month, Owner's reasonable
estimate of Tenant's share of the total meter charges as Tenant's portion.
Independently of and in addition to any of the remedies reserved to Owner
hereinabove or elsewhere in this lease, Owner may sue for and collect any monies
to be paid by Tenant or paid by Owner for any of the reasons or purposes
hereinabove set forth.


Sprinklers:

     30. Anything elsewhere in this lease to the contrary notwithstanding, if
the New York Board of Fire Underwriters or the New York Fire Insurance Exchange
or any bureau, department or official of the federal, state or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reason, or if any such sprinkler system
installations, modifications, alterations, additional sprinkler heads or other
such equipment, become necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the fire insurance
rate set by any said Exchange or by any fire insurance company. Tenant shall, at
Tenant's expense, promptly make such sprinkler system installations, changes,
modifications, alterations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to Owner as additional rent 31.97%
for sprinkler supervisory service and alarm service.


Elevators, Heat, Cleaning:

     31. As long as Tenant is not in default under any of the covenants of this
lease Owner shall clean the public halls and public portions of the building
which are used in common by all tenants. Tenant shall, at Tenant's expense, keep
the demised premises, including the inside windows, clean and in order, to the
satisfaction of Owner, and for that purpose shall employ the person or persons,
or corporation approved by Owner. Owner reserves the right to stop service of
the heating, elevator, plumbing and electric systems, when necessary, by reason
of accident, or emergency, or for repairs, alterations, replacements or
improvements, in the judgment of Owner desirable or necessary to be made, until
said repairs, alterations, replacements or improvements shall have been
completed.



                                      -4-

<PAGE>



Security:

32. Tenant has deposited with Owner the sum of $78,856.25 as security for the
    faithful performance and observance by Tenant of the terms, provisions and
    conditions of this lease; it is agreed that in the event Tenant defaults in
    respect of any of the terms, provisions and conditions of this lease,
    including, but not limited to, the payment of rent and additional rent,
    Owner may use, supply or retain the whole or any part of the security so
    deposited to the extent required for the payment of any rent and additional
    rent or any other sum as to which tenant is in default or for any sum which
    Owner may expend or may be required to expend by reason of Tenant's default
    in respect of any of the terms, convenants and conditions of this lease,
    including but not limited to, any damages or deficiency in the re-letting of
    the premises, whether such damages or deficiency accrued before or after
    summary proceedings or other re-entry by Owner. In the event that Tenant
    shall fully and faithfully comply with all of the terms, provisions,
    covenants and conditions of this lease, the security shall be returned to
    Tenant after the date fixed as the end of the Lease and after delivery of
    entire possession of the demised premises to Owner. In the event of a sale
    of the land and building or leasing of the building, or which the demised
    premises form a part, Owner shall have the right to transfer the security to
    the vendee or lessee and Owner shall thereupon be released by Tenant from
    all liability for the return of such security; and Tenant agrees to look to
    the new Owner solely for the return of said security, and it is agreed that
    the provisions hereof shall apply to every transfer or assignment made of
    the security to a new Owner. Tenant further convenants that it will not
    assign or encumber or attempt to assign or encumber the monies deposited
    herein as security and that neither Owner nor its successors or assigns
    shall be bound by any such assignment, encumbrance, attempted assignment or
    attempted encumbrance. If Owner to uses, applies or retains any part of the
    security so deposited, Tenant, upon demand, shall deposit with Owner the
    amount so used, applied or retained, so that Owner shall have the full
    deposit on hand at all times during the term of this lease.


Captions:

33. The Captions are inserted only as a matter of convenience and for reference
    and in no way define, limit or describe the scope of this lease nor the
    intent of any provision thereof.

Definitions:

34. The term "Owner" as used in this lease means only the owner of the fee or
    of the leasehold of the building, or the mortgagee in possession, for the
    time being of the land and building (or the owner of a lease of the
    building or of the land and building) of which the demised premises form a
    part, so that in the event of any sale or sales of said land and building
    or of said lease, or in the event of a lease of said building, or of the
    land and building, the said Owner shall be and hereby is entirely freed and
    relieved of all covenants and obligations of Owner hereunder, and it shall
    be deemed and construed without further agreement between the parties or
    their successors in interest, or between the parties and the purchaser, at
    any such sale, or the said lessee of the building, or of the land and
    building, that the purchaser or the lessee of the building has assumed and
    agreed to carry out any and all covenants and obligations of Owner
    hereunder. The works "re-enter" and "re-entry" as used in this lease are
    not restricted to their technical legal meaning. The term "rent" includes
    the annual rental rate whether so-expressed or expressed in monthly
    installments, and "additional rent." "Additional rent" means all sums which
    shall be due to new Owner from Tenant under this lease, in addition to the
    annual rental rate. The term "business days" as used in this lease, shall
    exclude Saturdays, Sundays and all days observed by the State or Federal
    Government as legal holidays and those designated as holidays by the
    applicable building service union employees service contract or by the
    applicable Operating Engineers contract with respect to HVAC service.

Adjacent Excavation--Shoring:

35. If an excavation shall be made upon land adjacent to the demised premises,
    or shall be authorized to be made, Tenant shall afford to the person causing
    or authorized to cause such excavation, license to enter upon the demised
    premises for the purpose of doing such work as said persons shall deem
    necessary to preserve the wall or the building of which demised premises
    form a part from injury or damage and to support the same by proper
    foundations without any claim for damages or indemnity against Owner, or
    diminution or abatement of rent.

Rules and Regulations:

36. (See Article 55)

Glass:

37. Owners shall replace, at the expense of the Tenant, any and all plate and
    other glass damaged or broken from any cause whatsoever in and about the
    demised premises. Owner may insure, and keep insured, at Tenant's expense,
    all plate and other glass in the demised premises for and in the name of
    Owner. Bills for the premiums therefor shall be rendered by Owner to Tenant
    at such times as Owner may elect, and shall be due from, and payable by,
    Tenant when rendered, and the amount thereof shall be deemed to be, and be
    paid, as additional rent.

Estopped Certificate:

38. Tenant, at any time, and from time to time, upon at least 10 days' prior
    notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to
    any other person, firm or corporation specified by Owner, a statement
    certifying that this Lease is unmodified in full force and effect (or, if
    there have been modifications, that the same is in full force and effect as
    modified and stating the modifications), stating the dates to which the
    rent and additional rent have been paid, and stating whether or not there
    exists any default by Owner under this Lease, and, if so, specifying each
    such default.

Directory board Listing

39. (See Article 51)

Successors and Assigns:

40. The covenants, conditions and agreements contained in this lease shall bind
    and inure to the benefit of Owner and Tenant and their respective heirs,
    distributees, executors, administrators, successors, and except as otherwise
    provided in this lease, their assigns.



IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written


Witness for Owner:                   MACK-CALI SO. WEST REALTY ASSOCIATES L.L.C.
                                     By: Mack-Cali Realty L.P., member
------------------------------       By: Mack-Cali Realty Corporation,
                                     general partner
                                     -------------------------------------------


                                     By:
                                     -------------------------------------------
                                     Senior Vice-President
Witness for Tenant:
/s/ Ciro Guerra                      WISE/CONTACT U.S. OPTICAL CORPORATION
------------------------------
                                     By: /s/ Barry Weisfeld
                                     -------------------------------------------
                                     President



FEDERAL I.D. # / SOCIAL SECURITY # 13-3107467



                                      -5-





<PAGE>



                                                                    MULTI/MAS 88


Striking out or deletion of any portion of this lease (and the insertion of
asterisks at various points) was done as a matter of convenience in preparing
the lease for execution. The language omitted (as well as the use or placement
of such asterisks) is not to be given any effect in construing this lease.

                                                 RULES & REGULATIONS - Exhibit A
                                                 WORK SPECIFICATIONS - Exhibit B
                                                          FLOOR PLAN - Exhibit C

             STANDARD FORM OF RIDER TO STANDARD FORM OF LOFT LEASE
             -----------------------------------------------------

Date of Lease: August 7, 2000
        Owner: MACK-CALI SO. WEST REALTY ASSOCIATES L.L.C.
       Tenant: WISE/CONTACT US OPTICAL CORPORATION
     Building: 4 Executive Plaza, Yonkers, New York
Rentable Area: approximately 25,575 square feet


     41.  Additional Definitions.
          ----------------------

     For all purposes of this lease, and all agreements supplemental hereto, the
terms defined in this Article shall have the meanings specified unless the
context otherwise requires:

     (a) The term laws and requirements of public authorities shall mean laws
and ordinances of federal, state, city, town, and county governments, and rules,
regulations, orders and directives of departments, subdivisions, bureaus,
agencies or offices thereof, or any other governmental, public or quasi-public
authorities having jurisdiction over the Building, and the directions of any
public officer pursuant to law.

     (b) The word invitee shall mean any employee, agent, visitor, customer,
contractor, licensee, or other party claiming under, or in the Building, or in
the Park, if applicable, by permission or sufferance of, Owner or Tenant.

     (c) The term requirements of insurance bodies shall mean rules,
regulations, orders and other requirements of the New York Board of Fire
Underwriters or New York Fire Insurance Rating Organization or any similar body
performing the same or similar functions.

     (d) The term unavoidable delays shall mean delays due to strikes or labor
troubles, fire or other casualty, governmental restrictions, enemy action, civil
commotion, war or other emergency, acts of God or nature, or any cause beyond
the reasonable control of either party whether or not similar to any of the
causes stated above, but not the inability of either party to obtain financing
which may be necessary to carry out its obligations.

     (e) The term Real Property shall mean the tax lot of which the demised
premises is a part.

     (f) The term lease year shall mean the 12 month period commencing with the
Commencement Date (as defined in paragraph (a) of Article 42), and ending the
day preceding the first anniversary of the Commencement Date (except that if the
Commencement Date shall occur on a day other than the first day of a calendar
month, such period shall commence with the Commencement Date and end with the
last day of the 12th full calendar month thereafter) and each 12 month period
thereafter, all or part of which falls within the term of this lease.


                                      -6-
<PAGE>

                                                                   MULTI/MAS 88


     (g) The word rent shall mean the Fixed Annual Rent and such other sums due
Owner pursuant to this lease. All sums due Owner, other than Fixed Annual Rent,
are included in the term additional rent.

     (h) The term Hazardous Materials shall mean (i) any chemical, material or
substance defined as or included in the definitions of "hazardous substance",
"hazardous materials", "extremely hazardous waste", "restricted hazardous
waste", "toxic substance" or words of similar import, under any applicable
local, state or federal laws, including but not limited to the Federal Water
Pollution Act (33 U.S.C. Section 1251 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801 et seq.), the Resources Conservation
and Recovery Act (42 U.S.C. 6901 et seq., 42 U.S.C: Section 7401 et seq .) and
CERCLA (42 U.S.C. 9601 et seq .), all as may be amended from time to time; (ii)
petroleum; (iii) asbestos; (iv) polychlorinated biphenyls; (v) radioactive
materials; and (vi) radon gas.

     (i) The term business days as used in this lease shall exclude Saturdays,
Sundays and all days observed by the State or Federal Government as legal
holidays and all days designated as holidays by the applicable building service
union employees service contract.

     (j) The term Executive Park or Park shall mean South Executive Park,
located in the Yonkers, County of Westchester and State of New York.


     42.  Term; Preparation for Occupancy and Possession.
          ----------------------------------------------

     (a) The term of this lease and the estate hereby granted shall commence on
a date (the "Commencement Date") which shall be the earlier of the day (i) on
which the demised premises shall be deemed to be completed as such term is
defined in paragraph (c) of this Article (of which date Tenant shall be given 14
days notice), or (ii) Tenant (or anyone claiming under or through Tenant) shall
occupy the demised premises. The term shall expire on the last day of the month
ten (10) years after the month in which the Commencement Date occurs (the
"Expiration Date") or on such earlier date upon which said term may expire or be
terminated pursuant to any provision of this lease or law. Promptly following
the determination of the Commencement Date, the parties shall enter into a
supplementary written statement prepared by Owner setting forth the Commencement
and Expiration Dates. Any failure by Tenant to execute and deliver such
statement shall not affect the Owner's determination of the Commencement and
Expiration Dates, and such statement shall be deemed approved and accepted if
not received back by Owner within ten (10) days of submission by Owner to
Tenant.

     (b) The demised premises shall be completed and initially prepared by Owner
in the manner set forth in, and subject to the provisions of, the attached Work
Specifications and Floor Plan. Tenant and its contractors shall be entitled to
access to the demised premises prior to the completion of Owner's work, subject
to Owner's prior approval, which approval shall not be unreasonably withheld or
delayed and only so long as they do not interfere, in Owner's reasonable
judgment, with Owner or its contractors in the completion of Owner's work, and
provided they accept the administrative supervision of Owner. If Tenant's work
interferes with Owner's work, in Owner's reasonable judgment, Owner may withdraw
the license granted to Tenant pursuant to this paragraph upon 24 hours notice.
Tenant's selection of contractors must be in compliance with the provisions of
this lease.




                                      -7-
<PAGE>

                                                                   MULTI/MAS 88


     Tenant shall contribute the sum of $215,000.00 toward the cost of Owner's
work pursuant to the attached Work Specifications and Floor Plan. Tenant's
contribution shall be made in twenty-four (24) equal monthly installments of
$8,958.33 commencing with the month in which Owner commences Owner's work in the
demised premises. For purposes of this Lease Owner shall be deemed to have
commenced construction when a building permit for Owner's work has been issued
and Owner has legal possession of the demised premises. The first installment
shall be paid by Tenant to Owner within ten (10) days following Tenant's receipt
of written request therefor and each subsequent monthly installment shall be
payable on the first day of each month thereafter together with the monthly
installment of Fixed Annual Rent.*

     (c) The demised premises shall be deemed completed on the date on which
Owner's work in the demised premises has been substantially completed
(notwithstanding the fact that minor or insubstantial details of construction,
mechanical adjustment or decoration remain to be performed, the non-completion
of which would not materially interfere with Tenant's use of the demised
premises). If completion of the demised premises by Owner is delayed by reason
of:

          (i) any act or omission of Tenant or any of its employees, agents or
     contractors, including failure of Tenant to comply with any of its
     obligations under the Work Specifications, or

          (ii) Tenant's failure to plan or execute Tenant's work with reasonable
     speed and diligence, or

          (iii) Tenant's failure to make selections required by the Work
     Specifications, or

          (iv) Tenant's changes by Tenant in its drawings or specifications or
     changes or substitutions requested by Tenant, or

          (v) Tenant's failure to submit or approve drawings, plans or
     specifications timely, or

          (vi) Tenant's failure to deliver to Owner the first month's rent (if
     required by the provisions on the first page of this lease), and the
     security deposit required by Article 32 (if any),

then the demised premises shall be deemed completed, the Commencement Date shall
be deemed to have occurred (and Tenant shall commence paying rent) on the date
when it would have been completed and rent would have been due and payable but
for such delay.*

     Owner shall use its reasonable efforts to cause the demised premises to be
deemed completed by July 1, 2001, provided that Owner shall have no liability
for its failure to cause the demised premises to be deemed completed by such
date. Notwithstanding the foregoing, in the event, Owner shall fail to cause the
demised premises to be deemed complete on or before August 1, 2001, for reasons
other than unavoidable delays or as set forth in clauses (c) (i) through (vi)
above, then, Tenant, as its sole remedy, shall have no obligation to pay Fixed
Annual Rent for such number of days after the Commencement Date as shall be
equal to the number of days between August 1, 2001, and the date the demised
premises shall be deemed complete.*


                                      -8-
<PAGE>

Paragraph 42(c) continued.

Tenant may make changes and/or revisions to its plans and specifications
prepared by Owner's architect without incurring any additional cost, except as
hereinafter set forth. Should Tenant's changes and/or revisions increase the
total materials or labor costs of Owner's work or increase the time to complete
Owner's work, then owner shall submit to Tenant, a Change Order, as described in
Exhibit B annexed hereto, identifying the amount of the increase of Tenant's
construction cost and the estimated extent of any adjustment of the Commencement
Date for Tenant's approval prior to proceeding with any such changed or revised
work.

                                      8-A

<PAGE>

                                                                   MULTI/MAS 88

     (d) The Floor Plan attached hereto may be revised by Owner in order to
comply with laws and requirements of public authorities and requirements of
insurance bodies. If any of such revisions or changes are due to Tenant's use of
the demised premises, Tenant shall pay for the cost of implementing same. If any
common foyers, exit foyers or exit passages mandated by such requirements are
used by more than one tenant, the rental value therefore shall be apportioned to
Tenant in relation to the Tenant's Rentable Area (as compared to the square
footage occupied by all such tenants) and Tenant's Fixed Annual Rent shall be
increased accordingly.

     (e) Owner may close or change the arrangement and/or location of exits,
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
and other parts of the Building whenever necessary to comply with laws or
requirements of public authorities and requirements of insurance bodies provided
that Tenant's access to and use of the demised premises are not adversely
affected thereby. Tenant shall pay the cost thereof where the requirement for
such change is due solely to Tenant's use of the demised premises.*


     43.  Rent.
          -----

     (a) If the Commencement Date is other than the first day of a calendar
month, the first monthly installment of Fixed Annual Rent shall be prorated to
the end of said calendar month.

     (b) All rent shall be paid by currently dated, unendorsed check of Tenant,
payable to the order of Owner or to an agent designated by Owner, and drawn on a
bank or trust company which is a member of the New York Clearing House.

     (c) Tenant shall pay the Fixed Annual Rent without notice or demand. If no
date shall be set forth herein for the payment of any other sum due Owner, then
such sum shall be due and payable within 10 business days after the date upon
which Owner makes written demand for such payment.

     (d) If at any time during the term the rent, or any part thereof, shall not
be fully collectible by reason of any laws and requirements of public
authorities, Tenant shall enter into such agreements and take such actions as
Owner may request to permit Owner to collect the maximum rents which may, during
the continuance of such legal rent restriction, be legally permissible (but not
in excess of the amounts reserved under this lease). Upon termination of such
rent restriction prior to the Expiration Date (i) the rent shall become and
thereafter be payable in accordance with the amounts reserved in this lease for
the period of the term following such termination, and (ii) Tenant shall pay
Owner, if legally permissible, an amount equal to (y) the rent which would have
been paid pursuant to this lease but for such legal rent restriction less (z)
the rents paid by Tenant for the period during which such rent restriction was
in effect.

     (e) If any installment of Fixed Annual Rent is not paid when due, or if any
other monies owing by Tenant are not paid within 10 days of the date due and
payable, Tenant shall pay Owner, in compensation for Owner's loss of use of such
rent, the additional administrative, bookkeeping and collection expenses
incurred by reason of such overdue sum, a sum calculated by multiplying the late
payment by three percentage points above the prime rate then established by
Chase Manhattan Bank (but limited to the maximum legal rate), dividing the
product by 365 and


                                      -9-
<PAGE>

                                                                   MULTI/MAS 88


multiplying the quotient by the number of days between the date such payment was
due and the date such payment is in fact paid. Such compensation shall be
without prejudice to any of Owner's other rights and remedies hereunder.*

     (f) If any check tendered by Tenant, for any payment due, shall be
dishonored by the payor bank, Tenant shall pay Owner, without prejudice to any
of Owner's other rights and remedies, in compensation for the additional
administrative, bookkeeping and collection expenses incurred by reason of such
dishonored check, the sum of $100. If during any twelve month period during the
term of this lease, two or more checks tendered by Tenant, for any payment due,
shall be dishonored by the payor bank, Owner may at any time thereafter require
that all future payments of rent by Tenant shall be made by certified or
official bank checks.

     44.  Parking.
          --------

     (a) Throughout the term Owner shall make available to Tenant the following
number of parking spaces, on a non-exclusive basis:*

     ten (10) marked reserved spaces for executive cars, which shall be
reasonably close to the front entrance to the demised premises.*

     fifty (50) spaces for employee cars, which shall be not more than 500 yards
from an entrance to the demised premises, unless otherwise provided for herein.

     If Tenant or its invitees use more than the specified number of spaces set
forth above, then after 5 days notice from Owner, Tenant shall, at the option of
Owner, either (i) pay Owner's then current charge per month for each additional
space used for each month during which such excess use takes place (even if for
less than the full month) (as of the date of this lease, Owner's current monthly
charge is $40.00 per space), or (ii) cease and desist immediately from using
said additional spaces. If Owner selects the first of such options, Owner may
revoke such choice on 30 days notice.

     (b) As necessary, Owner shall (between 7:00 a.m. and 10:00 p.m. on
business days), light, clean, remove snow from and otherwise maintain, the
parking area. Tenant shall be responsible for repairing damage to the parking
areas caused by Tenant or its invitees. Owner shall not be obligated to remove
snow unless the accumulation exceeds 3 inches. In no event shall Owner be
obligated to remove snow from areas obstructed by parked vehicles at the time
Owner's equipment is servicing such areas. Notwithstanding anything herein to
the contrary, Tenant shall be responsible for lighting its entrances to the
demised premises and loading areas and for removing snow and ice at its
entrances and other walkways and areas reserved or designated for Tenant's
exclusive use.

     (c) Tenant shall require its invitees to park only in areas designated by
Owner, and not to obstruct the parking areas of other tenants. Tenant shall,
upon request, furnish to Owner the license numbers of the automobiles operated
by Tenant, its executives and other employees. Owner may use any lawful means to
enforce the parking regulations, established pursuant to Article 55, including,
but not limited to, the towing away of improperly parked or unauthorized cars
and pasting of warning notices on car windows and windshields.

     (d) Owner may temporarily close any area not leased to


                                      -10-
<PAGE>

                                                                   MULTI/MAS 88

Tenant in order to make repairs or changes, to prevent the acquisition of public
rights, or to discourage unauthorized parking. Owner may do such other acts in
and to such areas as, in its judgment, may be desirable to improve same.

     (e) The parking areas for trucks and delivery vehicles in front of loading
docks or loading areas (if any) adjacent to the demised premises are not to be
used by Tenant or its invitees, as parking spaces, unless otherwise directed by
Owner. Such loading docks or loading areas are provided solely for the loading
and unloading of Tenant's goods and no vehicles may be parked in such areas
longer than necessary, in Owner's reasonable judgment, for the efficient
discharge of such purposes. If the use of any loading dock at the Building
interferes with the use of another loading dock, the tenant occupying more
rentable area in the Building shall have priority in use of the loading docks.
In no event shall access to any loading dock be blocked for more than 15
minutes.

     (f) Neither Tenant nor its invitees shall park automobiles, trucks or other
motor vehicles overnight within the park.


     45.  Tax Escalation.
          --------------

     (i) Definitions. As used in this lease:

          (a) "Taxes" shall mean the total amount of real estate taxes and
     assessments now or hereafter levied, imposed, confirmed or assessed against
     the Real Property, (or, during any period the Real Property is owned by an
     industrial development agency, such as would be levied, imposed, confirmed
     or assessed as if Owner named herein were the fee Owner), including but not
     limited to city, county, town, village, school and transit taxes, water
     fees and sewer and refuse disposal charges, or taxes, assessments or
     charges levied, imposed, confirmed or assessed against, or a lien on, the
     Real Property by any taxing authority, whether general or specific,
     ordinary or extraordinary, foreseen or unforeseen and whether for public
     betterments, improvements or otherwise. If, due to any change in the method
     of taxation, any franchise, capital stock, capital, income, profit, sales,
     rental, use or occupancy tax or charge shall be levied, assessed, confirmed
     or imposed upon Owner in lieu of, or in addition to, any real estate taxes
     or assessments upon or with respect to the Real Property, such tax shall be
     included in the term Taxes. Penalties and interest on Taxes (except to the
     extent imposed upon timely payments of assessments that may be, and are in
     fact, paid in installments) and income, franchise, transfer, inheritance
     and capital stock taxes shall be deemed excluded from Taxes except to the
     extent provided in the immediately preceding sentence.

          (b) "Base Tax" is the product of the tax rates set forth on tax bills
     rendered for each, Tax far the Tax Year during which the Commencement Date
     occurs, multiplied by the assessed valuations of the Real Property for the
     Tax Year during which the Commencement Date occurs. "Tax Year" shall mean
     the fiscal period for each Tax. Any and all tax abatements shall be for the
     benefit of Owner.*

          (c) "Tenant's Proportionate Share" shall mean 31.97%. For the purposes
     of this Lease, the Rentable Area of the Building shall be deemed to be
     80,000 square feet.

     (ii) Tax Payments. (a) If Taxes for any Tax Year during the


                                      -11-
<PAGE>
                                                                   MULTI/MAS 88


lease term ("Tax Comparison Year") shall exceed the Base Tax, Tenant shall pay
Owner, as additional rent for each such Tax Comparison Year, Tenant's
Proportionate Share of such excess ("Tax Payment").

     (b) Subsequent to Owner's receipt of the tax bills for each Tax Comparison
Year, Owner shall submit to Tenant a statement showing (i) the Tax Payments due
for such Tax Comparison Year, and (ii) the basis of calculations ("Owner's Tax
Statement"). Tenant shall (y) pay Owner the unpaid portion (if any) of the Tax
Payment within 30 days after receipt of Owner's Tax Statement, and (z) on
account of the immediately following Tax Comparison Year, pay Owner commencing
as of the first day of the month during which Owner's Tax Statement is rendered
and on the first day of each month thereafter until a new Owner's Tax Statement
is rendered, 1/12th of the total payment for the current Tax Comparison Year.
The monthly payments based on the total payment for the current Tax Comparison
Year shall be adjusted from time to time to reflect Owner's reasonable estimate
of increases in Taxes for the immediately following Tax Comparison Year.

     (iii) Reduction of Comparison Year Taxes. If Taxes for a Tax Comparison
Year are reduced, the amount of Owner's reasonable costs and expenses of
obtaining such reduction (including legal, appraisers' and consultants' fees)
shall be added to and deemed part of Taxes for such Tax Comparison Year. If
Owner obtains a refund of Taxes for a Tax Comparison Year for which a Tax
Payment has been made, Owner shall credit against Tenant's next succeeding Tax
Payment(s), Tenant's Proportionate Share of the refund (but not more than the
Tax Payment that was the subject of the refund). If no Tax Payment shall
thereafter be due, Owner shall promptly pay Tenant's Proportionate Share of such
refund to Tenant.*

     (iv) Reduction of Base Tax. If Owner obtains a reduction in the Base Tax,
the Base Tax shall be reduced (such reduction to include the expenses incurred
by Owner in obtaining such reduction, including legal, appraisers' and
consultants' fees), prior Tax Payments (if any) shall be recalculated and Tenant
shall pay Owner, within 30 days after billing, Tenant's Proportionate Share of
the increased amount of Tax Payment for each prior Tax Comparison Year.

     (v) Tax Protests. While proceedings for reduction in assessed valuations
are pending, the computation and payment of Tax Payments shall be based upon the
original assessments for the years in question. Tenant shall have no right to
institute or participate in any tax proceedings or other proceedings of a
similar nature. The commencement, maintenance, settlement and conduct thereof
shall be in the sole discretion of Owner.

     (vi) Assessment With Other Properties. If, at any time, the Real Property
shall include buildings other than the Building, the Taxes shall include the
Building's equitable portion of the Taxes on all such buildings, based upon an
informal apportionment by the tax assessors, or if such apportionment is not
available, as shall be reasonably determined by Owner. As of the date hereof,
the Real Property is not assessed with other buildings.*

     (vii) Tenant's Improvements. In the event an increase in Taxes is caused by
Tenant's improvements to the demised premises, other than the initial
improvements performed by the Owner, Tenant shall pay the entire increase in
Taxes attributable to such improvements. If the assessed valuation for such
improvements are not separately stated, Tenant's obligation under this
subparagraph shall be reasonably determined by Owner.*

     (viii) No Credit. If in a Tax Comparison Year the Taxes are


                                      -12-
<PAGE>
                                                                   MULTI/MAS 88


less than the Base Tax, the Tenant shall not be entitled to receive a credit, by
way of a reduction in Fixed Annual Rent, a refund of all or a portion of prior
(or a credit against future) Tax Payments or otherwise.

     (ix) Partial Comparison Year. If the Expiration Date or earlier date upon
which the term may expire or terminate shall be a date other than the last day
of a Tax Comparison Year, Tenant's Tax Payment for such partial Tax Comparison
Year shall be prorated, (based upon Owner's reasonable estimate of the tax
payments for such Tax Comparison Year if same have not been established as of
such date).


     46.  Common Area Maintenance Charge.
          ------------------------------

         (i) For the purposes of this Article:

            (a) "Index" shall mean the Revised Consumer Price Index for Urban
Wage Earners and Clerical Workers for the New York - Northeastern New Jersey
Area, 1967 = 100, published by the United States Department of Labor, Bureau of
Labor Statistics.

            (b) "Base Index" shall mean the Index for the first full calendar
month preceding the month in which the Commencement Date occurs.

         (ii) There is included in the Fixed Annual Rent an amount equal to
$1.50 per square foot, to cover the initial cost to Owner of the expenses of
common area maintenance.

         (iii) In the manner and at the times hereinafter set forth, Tenant
shall pay Owner as additional rent, for each lease year, for common area
maintenance, a sum computed by multiplying $1.50 per square foot
(i.e.$38,362.50) by the percentage increase, if any, by which the Index for the
month preceding the last month of such lease year exceeds the Base Index. In no
event shall any such adjustment result in a decrease ,of the Fixed Annual Rent
as set forth on page 1 of this lease.

         (iv) Within 135 days after the end of each lease year, Owner shall
deliver to Tenant a statement setting forth the amount (and supporting
calculations) of additional rent due to Owner for such prior lease year in
accordance with the provisions of clause (iii) above ("Owner's Statement").
Tenant shall (x) make payment of any unpaid portion of such additional rent
within 30 days after receipt of Owner's Statement, and (y) pay to Owner on
account of the then current lease year, within 30 days after receipt of Owner's
Statement, an amount equal to the product obtained by multiplying the total
payment required for the preceding lease year by a fraction, the denominator of
which shall be 12 and the numerator of which shall be the number of months of
the current lease year which shall have elapsed prior to the first day of the
month immediately following the rendition of Owner's Statement, and (z) pay
Owner on account of the then current lease year, commencing as of the first day
of the month immediately following the rendition of Owner's Statement and on the
first day of each month thereafter until a new Owner's Statement is rendered,
1/12th of the total payment for the preceding lease year. The monthly payments
based on the total payment for the preceding lease year shall be adjusted from
time to time during a lease year to reflect Owner's reasonable estimate of
increases in the Index. The payments required to be made under clauses (y) and
(z) above shall be subject to adjustment as and when Owner's Statement for such
lease year is rendered by Owner. If the payments required to be made under
clauses (y) and (z) above exceed the amount due for


                                      -13-
<PAGE>
                                                                   MULTI/MAS 88


such lease year pursuant to Owner's Statement, such excess shall be credited
against the next required payments due hereunder. If no such payments shall
thereafter be due, Owner shall pay such excess to Tenant.

         (v) If any lease year shall be a period of less than 12 months,
Tenant's liability under this Article shall be prorated.

         (vi) If the Index is altered, modified, converted or revised such that
it is no longer comparable to the Base Index then the Index shall be adjusted to
the figure that would have been arrived at had the change in the manner of
computing the Index not been altered. If such Index shall no longer be
published, then any substitute or successor index published by the Bureau of
Labor Statistics or other governmental agency of the United States, and
similarly adjusted as aforesaid, shall be used. If such Index (or a successor or
substitute index similarly adjusted) is not available, a reliable governmental
or other reputable publication selected by Owner shall be used.


     47.  Cleaning; Trash Removal.
          -----------------------

     (a) Tenant shall, at Tenant's expense, keep the demised premises clean and
in good order, to the satisfaction of Owner. Tenant shall, at Tenant's expense,
hire a reputable cleaning contractor to clean the office portion of the demised
premises, if any.

     (b) Tenant shall pay the cost of removal of Tenant's refuse and rubbish
from the Building. Tenant shall contract for the removal of such refuse and
rubbish. Owner reserves the sight to select a refuse disposal contractor to
serve the Building. The name of such contractor shall be available from Owner
upon request, and Tenant shall employ no other refuse disposal or carting
contractor without prior written approval from Owner. The removal of refuse and
rubbish shall be subject to such rules and regulations as in the judgment of
Owner are necessary for the proper operation of the Building and of the Park.

     48.  Utilities.
          ---------

     (a) Tenant shall obtain all utilities necessary for its use of the demised
premises directly from the utility companies or vendors servicing the demised
premises. The cost of such services shall be paid by Tenant directly to such
companies. Owner shall permit electric feeders, risers and wiping servicing the
demised premises to be used by Tenant to the extent available and safely capable
of being used for such purpose.

     (b) If either the quantity or character of the utility service is changed
by the utility company supplying such service to the Building, or is no longer
available or suitable for Tenant's requirements, or if there shall be a change,
interruption or termination of such service due to a failure or defect on the
part of the utility company, no such change, unavailability, unsuitability,
failure or defect shall constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any payment from Owner for any loss, damage or
expense, or to abatement or diminution of Fixed Annual Rent or additional rent,
or otherwise relieve Tenant from any of its obligations under this lease, or
impose any obligation upon Owner or its agents. In no event shall Owner be
responsible for any failures of the utility


                                      -14-
<PAGE>
                                                                   MULTI/MAS 88


providing such service or the negligence or other acts of third parties causing
any such interruption.


     49.  Amendments for Financing; Information for Mortgagees.
          ----------------------------------------------------

     (a) If, in connection with obtaining or renewing financing for the Real
Property, an institutional lender shall request modifications in this lease as a
condition to such financing, Tenant will not withhold, delay or defer its
consent thereto, provided that such modifications neither increase the monetary
obligations of Tenant nor decrease the size of the demised premises, the number
of parking spaces provided for in Article 44 or the service required to be
provided by Owner or materially adversely affect Tenant's rights under this
Lease.*

     (b) Tenant shall, within a seasonable time after being requested, submit
such financial information as may be reasonably required by Owner's
mortgagee(s). Tenant shall not be required to submit any financial statements
other than what Tenant prepares in the ordinary course of its business. Such
information shall be kept confidentially by Owner and returned to Tenant.*


     50.  Broker.
          ------

     Tenant represents that, in the negotiation of this lease, it dealt with no
broker or any other person legally entitled to claim a brokerage commission or
finder's or consultant's fee with respect to this transaction except James S.
Saunders Realty and based thereupon Owner shall pay a commission per a separate
agreement. Tenant shall indemnify, defend and hold Owner harmless from and
against all losses, costs, damages, expenses, claims and liabilities (including
court costs and attorneys' fees and disbursements) arising out of any inaccuracy
or alleged inaccuracy of this representation.


     51.  Signs.
          -----

     (a) Owner shall, upon Tenant's request, list on the Building's directory
("Directory"), if any, the name of Tenant.

     (b) No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by or in behalf of Tenant on any part of the
outside of the demised premises or the Building or on the inside of the demised
premises if the same is visible from the outside of the demised premises,
without the prior written consent of Owner. Notwithstanding anything herein to
the contrary, Tenant may install and maintain up to three (3) directional signs
and up to two (2) ground mounted signs in reasonable proximity to the main
entrance to the demised premises. All signs installed by Tenant shall conform to
signage in the Park (with respect to dimensions, height etc.) and shall be
subject to Owner's approval, which approval shall not be unreasonably withheld
or delayed. The location of all such signs shall be subject to Owner's approval
in its sole discretion. Requests for such signs shall be accompanied by a sketch
of the sign, its size, type and manner of mounting, specifying the manner of
mounting, and the materials and finishes employed in the manufacture of same.
Approval by Owner shall not constitute approval for purposes of complying with
laws and requirements of public authorities. It shall be Tenant's 'obligation
to secure such approvals at Tenant's expense. In the event of the installation
of any sign by Tenant in violation of the foregoing, Owner may remove same
without liability and may charge the expense incurred


                                      -15-
<PAGE>

                                                                   MULTI/MAS 88

by such removal to Tenant.*

     (c) Owner shall have the right, from time to time, to designate a name for
the Building and to change the name and/or address of the Building.


     52.  Holdover.
          ---------

     Tenant acknowledges that possession of the demised premises must be
surrendered at the expiration or sooner termination of the term, time being of
the essence. Tenant shall indemnify, defend and save Owner harmless against all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorneys' fees and claims made by a successor
tenant based upon the failure or refusal of Tenant to surrender the demised
premises in a timely fashion. The parties agree that the damage to Owner
resulting from failure by Tenant to surrender possession of the demised premises
timely will be extremely substantial, will exceed the amount of rent payable
hereunder and will be impossible of accurate measurement. Consequently, Tenant
shall pay Owner for each month and for any portion of a month during which
Tenant holds over in the demised premises after expiration or sooner termination
of the term of this lease, a sum equal to 150% of the average monthly rent which
was payable per month under this lease during the last 3 months of the term.
Nothing contained herein shall be deemed to authorize tenant to remain in
occupancy of the demised premises after the expiration or sooner termination of
the term.


     53.  Insurance and Indemnity.
          -----------------------

     (a) Tenant shall provide, prior to entry upon the demised premises, and
maintain throughout the term of this lease, at its own cost, and with companies
rated not less than B+ Class IX by A.M. Best Company, Inc., or its successor and
authorized to do business in the State of New York (i) public liability and
property damage insurance in an amount not less than $2,000,000 combined single
limit for personal injury, death and property damage arising out of any one
occurrence, protecting Owner and Tenant against ail claims for personal injury,
death or property damage occurring in, upon or adjacent to the demised premises
and any part thereof, or arising from, related to, or in any way connected with
the conduct and operation of Tenant's use or occupancy of the demised premises,
which insurance shall be written on an occurrence basis and name Owner (and at
Owner's request, Owner's mortgagees) as additional insureds, and (ii) workers'
compensation insurance covering all persons employed by Tenant or its
contractors in connection with work performed by or for Tenant. Tenant's
insurance shall be in a form reasonably satisfactory to Owner and provide that
it shall not be canceled, terminated or changed except after 20 days' written
notice to Owner. All such policies or certificates (with evidence of payment of
the premium) shall be deposited with Owner not less than 30 days prior to the
day such insurance is required to be in force and upon renewals not less than 30
days prior to the expiration of the term of coverage. Owner shall have the right
from time to time during the term, on not less than 30 days notice, to require
that Tenant increase the amount and/or types of coverage required to be
maintained under this Article to the amounts and/or types generally required of
tenants in comparable buildings in Westchester County. The minimum limits of
liability insurance required pursuant to clause (i) shall in no way limit or
diminish Tenant's liability under paragraph (d) of this Article.


                                      -16-
<PAGE>
                                                                   MULTI/MAS 88


     (b) Tenant shall not commit or permit anything to be done in, to or about
the demised premises, the Building, the Real Property, the Park, if applicable,
or any adjacent property, contrary to law, or which will invalidate or be in
conflict with the insurance policies carried by Owner or by others for Owner's
benefit, or do or permit anything to be done, or keep, or permit anything to be
kept, in the demised premises, which (i) could result in termination of any of
such policies, (ii) could adversely affect Owner's right of recovery under any
such policies, (iii) could subject Owner to any liability or responsibility to
any person, or (iv) would result in reputable and independent insurance
companies refusing to insure the Building or property of Owner therein or in the
Park, if applicable, in amounts satisfactory to its mortgagees. If any such
action by Tenant, or any failure by Tenant to comply with the requirements of
insurance bodies or to perform Tenant's obligations hereunder, or any use of the
demised premises by Tenant shall result in the cancellation of any such
insurance or an increase in the rate of premiums payable with respect to such
policies, Tenant shall indemnify, defend and hold Owner harmless against all
losses, including but not limited to any loss which would have been covered by
such insurance and the resulting additional premiums paid by Owner. Tenant shall
make such reimbursement within 30 days after receipt of notice and evidence from
Owner that such additional premiums have been paid, without limiting Owner's
rights otherwise provided in this lease.

     (c) Tenant shall procure a clause in, or endorsement on, each of its
policies for fire or extended coverage insurance covering the demised premises
or personal property, fixtures or equipment located therein, pursuant to which
the insurance company waives subrogation or consents to a waiver of right of
recovery against Owner. Tenant agrees not to make claims against, or seek to
recover from, Owner for loss or damage to its property or property of others
covered by such insurance. To the extent Tenant shall be a self-insurer, Tenant
waives the right of recovery, if any, against Owner, its agents and employees,
for loss, damages or destruction of Tenant's property.

     (d) Tenant shall defend, indemnify and gave harmless Owner, its agents and
employees from and against any and all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable attorneys'
fees, which may be imposed or incurred by or asserted against Owner and/or its
agents or employees by reason of any of the following occurring during the team,
or during any time prior to the Commencement Date that Tenant has access to or
possession of any part of the demised premises: (i) any work or thing done in,
on or about the demised premises by or at the instance of Tenant, or its
invitees, other than the initial work performed by Owner, (ii) any negligence or
wrongful act or omission on the part of Tenant or its invitees, (iii) any
accident, injury or damage to any person or property occurring in, on or about
the demised premises, or vault, passageway or space adjacent thereto caused by
the negligence of Tenant or its invitees, and (iv) any failure by Tenant to
perform or comply with any of the covenants, agreement, terms, provisions,
conditions or limitations in this lease to be performed or complied with by
Tenant. If any action or proceeding is brought against Owner by reason of any
such claim, Tenant shall, upon the request of Owner and at Tenant's expense,
resist or defend such action or proceeding by counsel reasonably acceptable to
Owner. Counsel selected by Tenant's approved insurance companies shall be deemed
acceptable.*


                                      -17-
<PAGE>

                                                                   MULTI/MAS 88


     54.  Exculpation.
          ------------

     Tenant shall look solely to the estate and interest of Owner, its
successors and assigns, in the Building for the collection of any judgment (or
other judicial process) recovered against Owner and based upon breach by Owner
of any of the terms, conditions or covenants of this lease on the part of Owner
to be performed. No other property or assets of Owner shall be subject to levy,
execution or other enforcement procedures for the satisfaction of Tenant's
remedies under or with respect to either this lease, the relationship of
landlord and tenant hereunder, or Tenant's use and occupancy of the demised
premises.

     55.  Rules and Regulations.
          ---------------------

     Tenant and Tenant's invitees shall observe and comply with the Rules and
Regulations attached as Exhibit A, and such additional Rules and Regulations as
Owner or Owner's agents may from time to time adopt. Notice of additional Rules
and Regulations shall be given to Tenant. Owner shall have no duty or obligation
to enforce the Rules and Regulations or the terms, covenants or conditions in
any other lease, against any other tenant of the Building or in the Park, if
applicable, and Owner shall not be liable to Tenant for violation of the same by
any other tenant or its invitees. In the event of a conflict between the Rules
and Regulations and the provisions of the lease, the provisions of the lease
shall prevail. Owner shall not discriminate against Tenant in the enforcement or
promulgation of any Rules or Regulations.*


     56.  Tenant's Alterations and Maintenance.
          ------------------------------------

     (a) Tenant shall not employ contractors in connection with any services,
provisions, alterations or maintenance, unless Owner has consented in writing to
the contractor, it being the intention of Owner to limit the number of such
contractors employed in the Building or Park, if applicable. If such consent has
not been obtained Tenant shall, if requested by Owner, forthwith cancel such
contract. Owner's disapproval of any contractor selected by Tenant must be
accompanied by the designation of one or more contractors acceptable to Owner,
whose prices must be reasonably competitive. If Owner does not approve or
disapprove Tenant's contractor within 7 business days after receipt of written
request therefor, the contractor so selected by Tenant shall be deemed approved
by Owner. Tenant shall not employ persons in connection with any such services,
provisions, alterations or maintenance the employment of whom would cause a
strike, work stoppage or slowdown by employees of contractors of Owner in the
Building or Park, if applicable. Owner does not consent to the reservation of
title by any conditional vendor, or the retention of a security interest by a
secured party, to any property which may be affixed to the realty.

     (b) Alterations performed by Tenant in accordance with the provisions of
Article 3 must be performed in a good and workmanlike manner, in accordance with
the plans and specifications prepared by Tenant, at its expense, which plans and
specifications shall be subject to Owner's approval prior to the performance of
any such alteration. If Owner does not approve or disapprove such plans and
specifications within 15 business days after Tenant shall have submitted five
sets thereof to Owner, Owner shall be deemed to have approved same. The quality
standards applicable to such alterations shall in no event be less than Owner's
standards for the Building at the time such work is


                                      -18-
<PAGE>
                                                                   MULTI/MAS 88


performed. Upon completion of the alterations Tenant shall, at its expense,
deliver to Owner five sets of "as-built" drawings with respect thereto.

     (c) If due to Tenant's alterations, changes in the Building's sprinklers,
passages, exits or other common areas or systems, are required, Tenant shall
perform same, pursuant to the provisions of this lease. In no event, however,
shall Tenant perform any work or cause any work to be done which shall, in
Owner's reasonable opinion, adversely affect the Building. In no event shall
Tenant make any installation on or through the roof of the Building without the
prior consent of Owner. Owner may, at its sole discretion, make such rules and
regulations as it deems necessary regarding access to or through the roof. Owner
makes no representation as to the load bearing capacity of the roof.


     57.  Notice.
          -------

     (a) At the written request of the holder(s) of any mortgage encumbering the
Real Property, Tenant shall serve upon such mortgagee(s) a copy of all notices
given by Tenant to Owner pursuant to paragraph (b) below, such service to be by
registered or certified mail addressed to such mortgagee(s) at the address
provided by such mortgagee(s) to Tenant.

     (b) Except for rent bills, any notice, approval, consent, bill, statement
or other communication required or permitted to be given, rendered or made by
either party hereto to the other, pursuant to this lease or pursuant to any
applicable law or requirement of public authority (collectively, "notices"),
shall be in writing and shall be delivered personally or by registered or
certified mail, addressed to the other party at the address hereinabove set
forth. All notices given by either party pursuant to this Article may be given
by such party, their agents or attorneys. Either party may, by notice as
aforesaid, designate a different address or addresses for notices intended for
it. All notices given pursuant to this Article shall be deemed given on the
second business day after posting if mailed in Westchester County, and on the
third business day after posting if mailed outside of Westchester County, or
upon delivery if made personally. On and after the Commencement Date notices
directed to Tenant shall be addressed to Tenant at the Building.


     58.  Miscellaneous.
          -------------

     (a) Whenever it is provided that Owner shall not unreasonably withhold or
delay consent or approval or shall exercise its judgment reasonably (such
consent or approval and such exercise of judgment being collectively referred to
as "consent"), if Owner shall delay or refuse such consent, Tenant shall not be
entitled to make any claim, and Tenant waives any claim for money damages (nor
shall Tenant claim any money damage by way of setoff, counterclaim or defense)
based upon any claim or assertion that Owner unreasonably withheld or delayed
consent. Tenant's sale remedy shall be an action or proceeding for specific
performance, injunction or declaratory judgment to enforce any such provision,
but any such equitable remedy which can be cured by the expenditure of money may
be enforced personally against Owner only to the extent of interest in the
Building. Failure on the part of Tenant to seek relief within 30 days after the
date upon which Owner has withheld its consent shall be deemed a waiver of any
right to dispute the reasonableness of such withholding of consent.


                                      -19-

<PAGE>

                                                                   MULTI/MAS 88


     (b) Owner shall have no liability or responsibility if any service or
utility required to be provided by Owner is interrupted or stopped by reason of
unavoidable delays.

     (c) If Tenant shall request the consent or approval of Owner to the making
of any alterations or to any other thing, and Owner shall seek and pay a
separate fee for the opinion of Owner's counsel, architect, engineer or other
representative or agent as to the form or substance thereof, Tenant shall pay
Owner, as additional rent, within 30 days after demand, all reasonable costs and
expenses of Owner incurred in connection therewith, including, in case of any
alterations, costs and expenses of Owner in reviewing plans and specifications.

     (d) This lease is submitted to Tenant for signature with the understanding
that it shall not bind Owner unless and until it has been executed by Owner and
delivered to Tenant or Tenant's attorney.

     (e) Whenever reference is made to public halls, elevators, corridors, etc.
and if none such are present on or about the premises demised herein then such
reference shall have no relevance to the terms herein.

     (f) In the event of any conflict between the printed provisions of the
lease and the Rider to the lease, the provisions of this Rider shall prevail.

     (g) Owner's failure to prepare and/or deliver any statement or bill
required to be delivered to Tenant, or Owner's failure to make demand for
payment of Fixed Annual Rent or additional rent shall not be a waiver of, or
cause Owner to forfeit or surrender its rights to collect, any rent due.
Tenant's liability for all such payments shall continue unabated during the term
and shall survive the expiration or sooner termination of the term.

     (h) Tenant shall repair and replace, as necessary, and maintain in good
working order, Tenant's exclusive heating and air conditioning units and systems
servicing the demised premises. Such maintenance shall include changing the
systems filters not less frequently than four times per year. Tenant shall enter
into contracts for service and maintenance pursuant to Article 56 and submit to
Owner copies of such agreements as well as copies of all invoices indicating
dates of service and work performed. Provided that, as of the Commencement Date,
Tenant has contracted with Owner or a contractor designated by Owner for
maintenance of the exclusive heating and air conditioning units and systems
servicing the demised premises, then, in the event that at any time during the
term of this lease any of the HVAC units (or a major component thereof, i.e. the
compressor or heat exchanger) requires replacement (as opposed to maintenance or
repair for which Tenant shall be solely responsible), Tenant shall be
responsible for the first $3,000.00 of replacement cost per HVAC unit (or major
component thereof) and Landlord shall reimburse Tenant for the cost in excess of
$3,000.00 per HVAC unit (or major component thereof) replaced. Provided Tenant
is not in material monetary default under the lease beyond applicable notice and
cure periods, such reimbursement shall be made promptly after Owners receipt of
paid invoices evidencing the cost of the replacement.

     In addition, in the event any of the HVAC units need to be replaced in its
entirety at any time after the third (3rd) lease year, Owner and Tenant shall
share equally the cost of replacement of any of said HVAC units with an HVAC
unit(s) of equal tonnage. Owner's designated HVAC contractor shall replace the
HVAC unit(s) and Tenant shall pay its fifty percent (50%) share of the cost
thereof within ten (10) days of demand therefor.


     (i) Tenant shall not substantially vacate the demised premises during the
term of this lease unless it shall give Owner at least 10 days written notice
prior to such vacating. Notwithstanding the above, in the event Tenant vacates
the demised premises prior to the Expiration Date or such earlier date upon
which said term may expire or be terminated, Tenant shall remove all fixtures,
and installations (including but not limited to telephone systems, communication
systems and security systems), unless Owner has otherwise notified Tenant
pursuant to Article 3.

         After such vacating, Owner may, but shall not be obligated to, enter
the demised premises, at anytime, to make such repairs, replacements and
improvements as Owner may deem necessary. Notwithstanding the foregoing,
Tenant's obligations under this lease shall remain in full force and effect,
including the obligation to maintain and secure the demised premises.

     (j) The Certificate of Occupancy for the Building shall be for a building
of Low Hazard Occupancy as defined by the New York State Building Code.

     (k) Tenant shall not cause (or allow any of its


                                      -20-
<PAGE>
                                                                   MULTI/MAS 88


contractors, agents or other persons or entities over whom or which it exercises
any degree of control to cause) to occur within the demised premises, or the
Building or Park, if applicable, the use, presence, discharge, spillage,
disposal, uncontrolled loss, generation, seepage or filtration of Hazardous
Materials other than in accordance with applicable laws and requirements of
public authorities. Tenant shall, from time to time and upon Owner's request,
submit to Owner a written report with respect to Hazardous Materials upon the
demised premises (and within the Building and Executive Park) as a result of the
activities of Tenant (its contractors, agents or other persons or entities over
whom it exercises any degree of control). Such report shall be in such form as
may be prescribed by Owner and shall be submitted to Owner within ten (10) days
after request by Owner (or immediately upon receipt of any notice of violation
received from any governmental agency). Owner shall have the right at all times
during the term of this lease (assuming Owner has a reasonable basis for doing
so) to (i) inspect the demised premises, and (ii) conduct (or cause to be
conducted) tests and investigations to determine whether Tenant is in compliance
with the provisions of this Section. The cost of all such inspections, tests and
investigations shall be borne by Owner unless such inspections, tests and
investigations disclose the presence of Hazardous Materials or a violation of
environmental laws, in which case the expense shall be paid by Tenant. Owner's
consent to Tenant's use or maintenance of Hazardous Materials within the demised
premises shall in no way limit Tenant's indemnification obligations as otherwise
set forth in this lease.*

         If Tenant obtains knowledge of the actual or suspected release of
Hazardous Materials, then Tenant shall promptly notify Owner of such actual or
suspected release. Tenant shall immediately notify Owner of any inquiry, test,
investigation or enforcement proceeding by or against Tenant involving a
release. If Tenant or its agents, employees or contractors shall cause or permit
a release, Tenant shall promptly notify Owner of such release and immediately
begin investigation and remediation of such release, as required by all
applicable laws and requirements of public authorities and insurance bodies.

     (1) Intentionally omitted.

     (m) Tenant agrees not to disclose the terms, covenants, conditions or other
facts with respect to this lease, including, but not limited to, the Fixed
Annual Rent, to any person, corporation, partnership, association, newspaper,
periodical or other entity other than its lawyers, accountants, banks or as
otherwise required by law. This non-disclosure and confidentiality agreement
shall be binding upon Tenant without limitation as to time, and a breach of this
paragraph shall constitute a material breach under this lease.*

     (n) Intentionally omitted.

     (p) Tenant, at its sole cost and expense, may install its own security
alarm system in the demised premises.*

     59.  Amendments to Printed Form.
          --------------------------

         (a) Article 6 is further amended by adding the following at the end
thereof:

         In the event of any increase in the fire insurance rate on the Building
arid/or its contents during the term of this lease, caused by Tenant or the
nature or conduct of Tenant's use of the demised premises, Tenant shall pay to
Owner, the amount of the



                                      -21-
<PAGE>

                                                                   MULTI/MAS 88


increase in the cost of such insurance to Owner and other tenants of the
Building, within ten (10) days after Owner has submitted to Tenant a statement
setting forth the amount due. In determining whether Tenant's use or occupancy
has resulted in an increase in the rate of fire insurance applicable to the
Building or any property located therein, the basis of comparison shall be the
rate which would be in effect were the Tenant occupying the demised premises
solely as office space.

     Tenant, at Tenant's sole cost and expense, shall provide, keep and maintain
fire extinguishers and any other nonstructural fire safety equipment required by
laws and requirements of public authorities. At the expiration or earlier
termination of the term of this lease, Tenant may remove from the demised
premises any fire extinguishers provided by Tenant.

         (b) Article 7 is amended by adding the following paragraph:

         Notwithstanding anything contained herein to the contrary, and at the
election of the holder of any current or future mortgage encumbering all or a
portion of the demised premises, such mortgage shall be subordinate to this
lease with the same force and effect as if this lease had been executed,
delivered and recorded prior to the execution, delivery and recording of the
said mortgage, except however that the said subordination of the mortgage to the
lease shall not affect nor be applicable to and does expressly exclude:

          (i) The prior right, claim or lien of the said mortgagee in, to and
     upon any award or other compensation heretofore or hereafter to be made for
     any taking by eminent domain of any part of the mortgaged premises, and to
     the right of disposition thereof in accordance with the provisions of the
     said mortgage;

          (ii) The prior right, claim and lien of the said mortgagee in, to and
     upon any proceeds payable under all policies of fire and rent insurance
     upon the said mortgaged premises and as to the right of disposition thereof
     in accordance with the terms of the said mortgage: and

          (iii) Any lien, right, power or interest, if any, which may have
     arisen or intervened in the period between the recording of the said
     mortgage and the execution of this lease, or any lien or judgment which may
     arise at any time under the terms of this lease.

     Although this clause shall be self-operative upon the election of any such
mortgagee, in confirmation hereof, Tenant shall execute promptly any certificate
that Owner or such mortgagee may reasonably request and any such subordination
agreement shall contain a quiet enjoyment provision.*

         (c) Article 11 is amended by adding the following paragraph:


         (1) Notwithstanding the foregoing provision of this Article, Tenant may
sublet all of the demised premises, but not less than all, to one subtenant, for
occupancy and use as permitted by Article 2, provided however, that Tenant shall
first obtain the consent of Owner, which consent shall not be unreasonably
withheld or delayed. In addition, Tenant may sublet a portion of the demised
premises to not more than two subtenants, for occupancy and use as permitted by
Article 2; provided however,


                                      -22-
<PAGE>
                                                                   MULTI/MAS 88


that Tenant shall first obtain the consent of Owner, which consent shall not be
unreasonably withheld or delayed. The consent by Owner to such subletting shall
not in any way be considered to relieve Tenant from obtaining the express
consent of Owner to any further subletting.*

         (2) If Tenant shall have a bona fide intention to sublet the demised
premises, as stated above, it shall first notify Owner of such fact and of the
terms of Tenant's proposed subrental and other terms of subletting, and:

                  (i) If Tenant intends to sublet all of the demised premises,
         then and in such event Owner shall have the option, exercisable by
         notice within 30 days after the date of Tenant's notice, to elect to
         cancel this lease, effective as of 4 months from the last day of the
         month in which Owner shall have given such notice. Upon any such
         cancellation of this lease by Owner, Tenant shall have no further
         obligations to Owner with respect to this lease except for obligations
         accrued up to the date of cancellation.*

         If Tenant intends to sublet less than all of the demised premises as
         permitted under Section (1) above, Owner shall have the option,
         exercisable by notice within 30 days after the date of Tenant's notice,
         to elect to delete from the demised premises the space which Tenant
         proposes to sublet. If space is deleted from the demised premises, then
         effective as of the date of such deletion of space, the Fixed Annual
         Rent hereunder shall abate proportionately according to the ratio that
         the number of square feet of Rentable Area in the deleted space bears
         to the number of square feet of Rentable Area in the entire demised
         premises and all other provisions of this lease shall be appropriately
         amended (and the parties shall execute and deliver an amendment to this
         lease) so as to reflect such diminished square footage of Rentable Area
         of the demised premises. Upon any such deletion of space by Owner,
         Tenant shall have no further obligation to Owner with respect to the
         deleted space, except for obligations accrued up to the date of space
         deletion. Any costs incurred by Owner in separating the deleted space
         from the remainder of the demised premises, including but not limited
         to, the erection of demising walls, the installation and/or separation
         of meters, restrooms, doorways, etc. shall be shared equally by Tenant
         and Owner.*

                  (ii) If Owner shall not have elected to cancel as
         aforedescribed, and if within a period of 6 months from the date of
         Tenant's notice, Tenant has not requested Owner's consent to a specific
         subletting, then the provisions of this Article requiring Tenant to
         give notice to Owner of intended subletting, and any Owner's rights to
         elect, shall again prevail.

                  (iii) If Owner shall not exercise the option to cancel this
         lease Tenant may actively seek to obtain an appropriate subtenant to
         lease the demised premises, and Tenant shall submit (x) the name and
         address of such proposed subtenant, (y) reasonably satisfactory
         information as to the nature and character of the business of the
         proposed subtenant, and as to the proposed nature of its proposed use
         of the space, and (z) banking, financial and other information relating
         to the proposed subtenant reasonably sufficient to enable Owner to
         determine the financial responsibility and character of the proposed
         subtenant.


                                      -23-
<PAGE>
                                                                   MULTI/MAS 88


                  (iv) In determining whether or not to consent to a proposed
         subletting, Owner may take into consideration all relevant factors
         surrounding the proposed sublease, including the following:

                  a.       The business reputation of the proposed subtenant.

                  b.       The nature of the business and the proposed use of
                           the demised premises by the proposed subtenant.

                  c.       The financial condition of the proposed subtenant.

                  d.       Restrictions contained in leases of other tenants of
                           the Building (but said restrictions shall not
                           prohibit the use of the demised premises specified in
                           Article 2).

         (3) If such proposed subletting is effected by Tenant, Tenant shall pay
to Owner a sum equal to 50% of (i) any cent or other considerations paid to
Tenant by any subtenant less expenses of such subleasing (including but not
limited to brokerage commissions and costs of improvements) in excess of the
rent allocable to the demised premises which is then payable by Tenant to Owner
pursuant to the terms hereof, and (ii) any other profit or gain realized by
Tenant from any such subletting. All sums payable hereunder by Tenant shall be
payable to Owner upon receipt thereof by Tenant. Notwithstanding the foregoing,
at the option of the holder of any mortgage encumbering the Building, this
Section shall be inapplicable during any period that such holder is Owner
hereunder.

         (4) Tenant shall not advertise its space for subletting at a rental
rate lower than the then comparable rental rate for such space in the City of
Yonkers. When Owner or an affiliate of Owner has other equivalent space
available for leasing by Owner or an affiliate of Owner, Tenant shall not sublet
all or any portion of the demised premises to an occupant of any space in the
Building (or the Park if applicable), or to any party which has negotiated with
Owner or an affiliate of Owner for any space during the 9 months immediately
preceding Tenant's request for Owner's consent.*

         (5) Tenant may not exercise its rights under this Article prior to the
Commencement Date.

         (6) No sublease of the demised premises shall be effective unless and
until Tenant delivers to Owner duplicate originals of the instrument of sublease
(containing the provisions required by Section (7)) and any accompanying
documents. Any such sublease shall be subject and subordinate to this lease.

         (7) All subleases shall (i) be expressly subject to all of Tenant's
obligations hereunder, (ii) provide that the sublease shall not be assigned,
encumbered or otherwise transferred, that the premises thereunder shall not be
further sublet by the sublessee, in whole or in part, and that the sublease
shall neither suffer nor permit any portion of the sublet premises to be used or
occupied by others without the prior consent of Owner in each instance and (iii)
contain substantially the following provision:

         "In the event a default under any superior lease of all or any portion
         of the premises demised hereby results in the termination of such
         superior lease, this lease


                                      -24-
<PAGE>
                                                                   MULTI/MAS 88


         shall, at the option of the lessor under any such superior lease,
         remain in full force and effect and the tenant hereunder shall attorn
         to and recognize such lessor as Owner hereunder and shall promptly upon
         such lessor's request, execute and deliver all instruments necessary or
         appropriate to confirm such attornment and recognition. The lessee
         hereunder hereby waives all rights under any present or future laws or
         otherwise to elect, by reason of the termination of such superior
         lease, to terminate this sublease or surrender possession of the
         premises demised hereby."

         (8) Tenant shall remain fully responsible and liable for all acts and
omissions of any subtenant or anyone claiming under or through any subtenant
which shall be in violation of any of the obligations of Tenant hereunder and
any such violation shall be deemed a violation by Tenant. Tenant shall pay Owner
within thirty (30) days of demand any reasonable expenses incurred by Owner in
acting upon any request for consent to subletting pursuant to this Article.*

         (9) Whether or not Owner shall give its consent to any proposed
sublease, Tenant shall indemnify, defend and save harmless Owner against and
from any and all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses (including reasonable attorney's fees) resulting from any
claims that may be made against Owner by the proposed sublessee, or by any
brokers or other persons claiming a commission or similar compensation in
connection with the proposed or final sublease.*

         (d) Article 11 is further amended by adding the following paragraph:

         Anything in this Article or this lease to the contrary notwithstanding,
Owner consents to the assignment of this lease to any entity controlling,
controlled by or under common control with Tenant, or to any entity into which
Tenant may be merged or consolidated, or any person or entity which is a
successor to the business of Tenant, by purchase thereof or by arrangement
effected pursuant to any law or regulatory agency action having or asserting
such authority (provided such merger, consolidation or purchase is for a valid
business purpose and not principally for the purpose of transferring the
leasehold estate created hereby), and provided that (i) the successor to Tenant
resulting from the merger, consolidation or purchase is a bona fide entity, (ii)
the successor to Tenant has a net worth, computed in accordance with generally
accepted accounting principles, at least equal to the greater of the net worth
of Tenant (1) immediately prior to such merger, consolidation or purchase or (2)
on the date of this lease, and (iii) proof satisfactory to Owner of such net
worth shall have been delivered to Owner at least 30 days prior to the effective
date of the transaction. No such assignment of this lease shall be valid or
binding upon Owner unless the Tenant shall have complied with the provisions of
this Article and the assignee shall execute, acknowledge and deliver to Owner an
agreement, in recordable form, whereby the assignee agrees unconditionally to be
bound by and perform all the obligations of Tenant hereunder then accrued and
thereafter accruing and further expressly agrees that notwithstanding such
assignment the provisions of this Article shall continue to be binding upon
such assignee with respect to all future assignments. The failure or refusal of
the assignee to execute, acknowledge or deliver such an agreement shall not
release the assignee from its liability for the performance of the obligations
of Tenant hereunder assumed by acceptance of the assignment of this lease.*


                                      -25-
<PAGE>
                                                                   MULTI/MAS 88


         (e) Article 16 is amended by adding the following paragraph:

         Without limiting any of the provisions of Articles 16, 17 or 18, if
pursuant to the Bankruptcy Code of 1978, as the same may be amended, Tenant is
permitted to assign this lease in disregard of the restrictions contained in
Article 11, Tenant agrees that adequate assurance of future performance by the
assignee permitted under such Code shall mean the deposit of cash security with
Owner in an amount equal to the sum of one year's Fixed Annual Rent then
reserved hereunder plus an amount equal to all additional rent payable under
this lease for the calendar year preceding the year in which such assignment is
intended to become effective. Such deposit shall be held by Owner, for the
balance of the term of this lease, as security for the full and faithful
performance of all of the obligations under this lease on the part of Tenant yet
to be performed, in the manner set forth in Article 32 (notwithstanding the
possible prior deletion of Article 32 from this lease). If Tenant receives or is
to receive any valuable consideration for such an assignment of this lease, such
consideration, after deducting therefrom (i) the brokerage commissions, if any,
and other expenses reasonably incurred by Tenant for such assignment and (ii)
any portion of such consideration reasonably designated by the assignee as paid
for the purchase of Tenant's property in the demised premises, shall be the sole
and exclusive property of Owner and shall be paid over to Owner directly by such
assignee.

         (f) Whenever Tenant is required to reimburse or pay Owner for expenses
incurred or paid by Owner, such expenses shall be "reasonable" expenses.


60. Generator:
    ---------

Subject to and in compliance with the provisions of this lease including,
without limitation, Articles 3 and 56 hereof, Tenant shall have the right to
install, at its sole cost and expense, a back-up emergency electrical generator
(the "Generator"), and above-ground diesel fuel storage tank(s) (the "Storage
Tank") (collectively, the "Generator Improvements"). In connection with the
Generator Improvements, Owner hereby grants Tenant a non-exclusive license to
run electrical lines ("Electrical Lines") from the Generator to the demised
premises through the common electrical chases in the Building at locations
approved by Owner, which such approval shall not be unreasonably withheld. The
Generator Improvements shall be installed by Tenant in a location approved by
Owner in its sole discretion. Tenant shall, at its sole cost and expense,
install all screening as may be required by Owner in its sole discretion.
Generator Improvements shall be completed, maintained and used by Tenant in
compliance with all applicable permits, authorizations, approvals, building and
zoning laws, fire codes and all other applicable laws, ordinances, orders,
rules, regulations and requirements of all federal, state, county and municipal
governments, departments, commissions, boards, agencies and officers, including
without limitation all environmental laws and regulations of above ground
storage tanks, and in compliance with the terms of this Lease. Upon the
expiration or sooner termination of the Term, Tenant, at Owner's option, shall
remove the Generator Improvements and repair any damage caused by said removal.*


                                      -26-
<PAGE>

                                                                   MULTI/MAS 88

                                                                     Exhibit "A"
                                                                     -----------

                             Rules and Regulations

1. Tenant shall keep the loading dock areas free of refuse and debris.

2. The sidewalks, entrances, passages, lobbies, elevators, vestibules,
stairways, corridors and halls shall not be obstructed or encumbered by Tenant
or used for any purpose other than ingress and egress to and from the demised
premises. Tenant shall not permit any of its invitees to congregate in any of
said areas. No door mat shall be placed or left in any public hall (or outside
any entry door of the demised premises). No property of Tenant may be kept or
placed outside the demised premises.

3. Tenant and its invitees shall not litter any portion of any public area of
the Building, the Park, if applicable, or the Real Property. Tenant shall
promptly remove snow, litter and debris from such areas.

4. Tenant shall not mark, paint, drill into or in any way deface any part of the
demised premises or the Building. No boring, cutting or stringing of wires shall
be permitted, except with the prior consent of Owner, and as Owner may direct.

5. The sashes, sash doors, skylights, windows and doors that reflect or admit
light and air into the halls, passageways and other public places shall not be
covered or obstructed by Tenant. Bottles, parcels and other articles shall not
be placed on window sills by Tenant.

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

7. Tenant shall not discharge or permit to be discharged any materials, which
may cause damage, into waste lines, vents or flues. The water and wash closets
and other plumbing fixtures shall not be used for any purpose other than those
for which they were designed and constructed, and no sweepings, rubbish, rags,
corrosives, acids or other substances shall be thrown or deposited therein. All
damages resulting from any misuse of such fixtures shall be borne by the tenant
who, or whose invitees, shall have caused the same.

8. No noise (including, but not limited to, music or the playing of musical
instruments, recordings, radio or television) which, in Owner's judgment, might
disturb other tenants in the Building or the Park, if applicable, shall be made
or permitted by Tenant. Nothing shall be done or permitted in the demised
premises by Tenant which would impair or interfere with the use or enjoyment by
any other tenant of any other space in the Building or the Park, if applicable.
Tenant shall not throw anything out of the doors, windows or skylights or into
the passageways.

9. No equipment which generates noise or vibration may be installed in the
demised premises except with the prior consent of Owner, and as Owner may
direct. Any condition which causes transmission of sounds, noise or vibrations
outside of the demised premises shall be corrected by Tenant.

10. Neither Tenant nor its invitees shall bring or keep upon the demised
premises any explosive fluid, chemical or substance, nor any flammable or
combustible objects or materials.

11. No awnings or other projections shall be attached to the


                                      -27-
<PAGE>
                                                                   MULTI/MAS 88


outside walls of the Building without Owner's prior written consent. No
curtains, blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door of the demised premises, without the prior
consent of Owner. Such curtains, blinds, shades or screens must be of a quality,
type, design and color, and attached in the manner, approved by Owner.*

12. No sign, insignia, advertisements, object, notice or other lettering shall
be exhibited, inscribed, painted or affixed by any Tenant on any part of the
outside or inside of the demised premises or the Building without the prior
written consent of Owner. In the event of the violation of the foregoing by
Tenant, Owner may remove the same without any liability, and may charge the
expense incurred in such removal to Tenant. Interior signs and lettering on
doors and directory tablets shall, if and when approved by Owner, be inscribed,
painted or affixed by Owner at the expense of Tenant, and shall be of a size,
color and style acceptable to Owner.

13. Owner reserves the right to rescind, alter or waive any Rule or Regulation
at any time prescribed for the Building, when, in its judgment, it deems it
necessary or desirable for the reputation, safety, care or appearance of the
Building, Real Property or the Park, if applicable, or the preservation of good
order therein, or the operation or maintenance of the Building, or the Park, if
applicable, or the equipment thereof, or the comfort of tenants or others in the
Building. No recision, alteration or waiver of any Rule or Regulation in favor
of one tenant shall operate as a rescission, alteration or waiver in favor of
any other tenant.

14. Tenant shall, upon the termination of its tenancy, turn over to Owner all
keys of the demised premises and stores, offices and toilet rooms, either
furnished to, or otherwise procured by, Tenant and in the event of the loss of
any keys, Tenant shall pay to Owner the cost of replacing the locks and keys.

15. The demised premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose. Canvassing, soliciting and peddling in the Building
are prohibited and Tenant shall cooperate to prevent the same. Tenant shall not
cause or permit any odors of cooking or other processes or any odors to emanate
from the demised premises which would annoy other tenants or create a public or
private nuisance. No cooking shall be done in the demised premises except as is
expressly permitted in the lease and except for customary microwave, coffee
machines and the like. Tenant shall not use the demised premises for medical or
health care uses or for the treatment of any patients in the demised premises.
No bicycles, vehicles, animals, fish or birds of any kind shall be brought into
or kept in or about the demised premises.*

16. Tenant shall keep all windows in the demised premises clean at all times.
However, Tenant shall not be required to clean windows more often than once
every two (2) months.

17. Tenant shall not operate any propane forklifts in the demised premises.

18. Owner shall not unreasonably withhold or delay from Tenant any approval
provided for in the Rules and Regulations.



                                      -28-
<PAGE>

                                                                   MULTI/MAS 88


                                                                     Exhibit "B"
                                                                     -----------

                               WORK SPECIFICATIONS
                               -------------------

     Premises will be delivered in broom clean condition finished substantially
as set forth on the attached floor plan (the "Work").

Changes in the Work, if necessary or requested by the Tenant, shall be
accomplished after the execution of the Lease, and without invalidating any part
of the Lease, by written agreement between Owner and Tenant hereinafter referred
to as a Change Order. Each Change Order shall be prepared by Owner and signed by
both Tenant and Owner stating their agreement upon all of the following:

     a.   The scope of the change in the Work; and

     b.   The cost of the change; and

     c.   Manner in which the cost will be paid or credited; and

     d.   The estimated extent of any adjustment to the Commencement Date as a
          result of the change in the Work.

Each and every Change Order shall be signed by Owner's and Lessee's respective
construction representatives. In no event shall any Change Order(s) be permitted
without such authorizations. A 10% supervision plus 10% overhead charge will be
added to the cost of any Change Order. If Tenant shall fail to approve any such
Change Order within one (1) week, the same shall be deemed disapproved in all
respects by Tenant and Owner shall not be authorized to proceed thereon. Any
increase in the cost of the Work or the change in the Work stated in a Change
Order which results from Tenant's failure to timely approve and return said
Change Order shall be paid by the Tenant. Tenant agrees to pay to Owner the cost
of any Change Order promptly upon receipt of an invoice for same.*

Warehouse Area
--------------

Heating is provided by space heaters floor or ceiling mounted as installed.
Heating equipment will be turned over to Tenant in good operating condition.
Tenant shall be responsible for the maintenance thereof in accordance with
Article 58(i) of this Lease.

Lighting switches and lighting fixtures shall be as installed. Supplementary or
replacement lamping by Tenant. Any wiring distribution other than for meters,
master control panels, light switches, ceiling light fixtures and heating or air
conditioning units may be used by Tenant to the extent serviceable but is not
warranted by Owner as to operating condition. Tenant shall not overload electric
circuits.

2 loading docks

Office Area:
-----------

Walls, doors, ceilings and floors shall be as currently installed. All
alterations, additions or deletions called for in the Additional Work
Specifications or in the floor plan attached hereto shall be furnished and
prepared to the standards now existing on the premises.


                                      -29-
<PAGE>
                                                                   MULTI/MAS 88


Convenience wall outlets, lighting switches, and lighting fixtures shall be as
installed. Supplementary or replacement lamping by Tenant. Tenant shall not
overload electric circuits.

Standard duplex convenience outlets, ceiling lighting, lighting switches,
heating and air conditioning equipment, meter and main control panel shall be
wired and operative. Any wiring distribution other than for the above may be
used by Tenant to the extent serviceable but is not warranted by Owner as to
operating condition.

Heating and air conditioning equipment has been installed and will be turned
over to Tenant in good operating condition. Tenant shall be responsible for the
maintenance thereof in accordance with Article 58 (i) of this Lease.

Electric Service
----------------

The premises shall be equipped with an electric meter and control panel capable
of supplying 400 Amperes, 120/208V, 3 phase 4 wire to the premises.

Floor Load
----------

Tenant shall not impose a floor load greater than 3001bs. per square foot.

Rest Rooms
----------

Rest rooms are as shown on the attached floor plan.

All selections or designations to be made by Tenant are to be made within five
(5) business days after request by Owner. If Tenant has not made such
designations or selections within said period, the Owner shall be authorized to
do so on behalf of Tenant.


                                      -30-
<PAGE>
                                                                      EXPAN/1991


                                FIRST AMENDMENT
                                ---------------

     AGREEMENT, made this 1st day of August 2001, entered into between MACK-CALI
SO. WEST REALTY ASSOCIATES L.L.C., a New York limited liability company, having
its principal office at 100 Clearbrook Road, Elmsford, New York 10523 (herein
referred to as "Owner"), and WISE VISION OPTICAL GROUP, INC. f/k/a WISE/CONTACT
US OPTICAL CORPORATION, a New York corporation, having an office at One
Executive Boulevard, Yonkers, New York 10701 (herein referred to as "Tenant").

                              W I T N E S S E T H
                              -------------------

     WHEREAS, Owner and Tenant entered into a written lease agreement dated
August 11, 2000 (hereinafter referred to as the "Lease") wherein and whereby
Owner leased to Tenant and the Tenant hired from Owner approximately 25,575
square feet in the building known as Four Executive Plaza, Yonkers, New York,
for a term of ten (10) years; and

     WHEREAS, the demised premises have not yet been delivered to Tenant and the
term of the Lease has not yet commenced; and

     WHEREAS, the parties hereto desire to amend said Lease by enlarging the
premises pursuant to the terms and provisions set forth below;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, each to the other in hand paid, IT IS
AGREED as follows:

     1. As of the Additional Premises Commencement Date, the following shall be
effective:

         a) The demised premises consisting of approximately 25,575 square feet
("Existing Premises") shall be enlarged by approximately 2,150 square feet
("Additional Premises") to form a combined space consisting of approximately
27,725 square feet ("New Premises") as shown on the floor plan attached and
made a part hereof as Exhibit A-1. Owner shall deliver the Additional Premises
to Tenant upon substantial completion of the work shown on Exhibit A-1 and the
Work Specification attached hereto and made a part hereof as Exhibit B-1.

         b) The Fixed Annual Rent for the Existing Premises as set forth on Page
1 of the Lease shall be unchanged. The Fixed Annual Rent for the Additional
Premises shall be as follows:

         (i)      Commencing on the Additional Premises Commencement Date
                  through and including the last day of the month in which the
                  three (3) year anniversary of the Additional Premises
                  Commencement Date occurs, the Fixed Annual Rent for the
                  Additional Premises only shall be $32,250.00 per annum; and

         (ii)     For the next three (3) years, the Fixed Annual Rent for the
                  Additional Premises only shall be $35,975.00 per annum; and

         (iii)    For the balance of the term through and including the
                  Expiration Date, the Fixed Annual Rent for the Additional
                  Premises only shall be $39,775.00 per annum.

         c) The references to "25,575 square feet" on pages 1 and 6 of the Lease
shall be amended by deleting such references and substituting "27,725 square
feet" in place thereof.


<PAGE>
                                                                      EXPAN/1991


         d) Tenant's Proportionate Share, as set forth on Page 4 and in Article
45 of the Lease for the Existing Premises shall remain unchanged. Tenant's
Proportionate Share for the Additional Premises shall be 2.69% (so that the
aggregate Tenant's Proportionate Share for the Existing Premises and the
Additional Premises shall be 34.61%) and said sections shall be amended
accordingly.

         e) The reference in Section 46(iii) to "$38,362.50" as the amount to be
used in calculating Tenant's common area maintenance charge for the Existing
Premises shall remain unchanged. The amount to be used in calculating Tenant's
common area maintenance charge for the Additional Premises shall be "$3,225.00"
(so that the aggregate amount to be used in calculating Tenant's common area
maintenance charge for the Existing Premises and the Additional Premises shall
be $41,587.50) and said section shall be amended accordingly.

         f) The number of parking spaces for executive cars set forth in Section
44 (a) of the Lease shall be increased from "ten (10) marked reserved spaces" to
"twelve (12) marked reserved spaces." The number of parking spaces for employee
cars set forth in Section 44(a) of the Lease shall be increased from "fifty (50)
spaces" to "fifty-five (55) spaces."

         g) Tenant shall obtain utilities for the Additional Premises directly
from the utility company, as provided in Article 48(a) of the Lease.

         h) Article 32 (Security) of the Lease shall be amended by deleting
"$78,856.25" and substituting "$85,485.42" in place thereof. Tenant shall
deposit the sum of $6,629.17 with Owner upon execution and delivery of this
First Amendment by Tenant.

     2. The Additional Premises Commencement Date shall be deemed to occur on
the earlier of (i) the date the Additional Premises shall be deemed complete (as
defined below) or (ii) the date Tenant or anyone claiming under or through
Tenant shall occupy the Additional Premises for the conduct of business. The
Additional Premises shall be deemed complete on the earliest date on which
Owner's work, as set forth on Exhibit A-1, in the Additional Premises has been
substantially completed, notwithstanding the fact that minor or insubstantial
details of construction, mechanical adjustment or decoration remain to be
performed, the non-completion of which would not materially interfere with
Tenant's use of the Sixth Additional Premises. If completion of the Additional
Premises is delayed by reason of:

                  (i) any act or omission of Tenant or any of its employees,
         agents or contractors, but only if same actually delays Owner's
         completion of Owner's work, or

                  (ii) failure by Tenant to plan or execute Tenant's work, if
         any, with reasonable speed and diligence but only if same actually
         delays Owner's completion of Owner's work, or

                  (iii) failure of Tenant to make selections required to be made
         by Tenant hereunder but only if same actually delays Owner's completion
         of Owner's work, or

                  (iv) changes by Tenant in its drawings or specifications or
         changes or substitutions requested by Tenant, or

                  (v) failure to submit or approve drawings, plans or
         specifications timely,



                                      -2-
<PAGE>
                                                                      EXPAN/1991


then the Additional Premises shall be deemed complete (and Tenant shall commence
paying the rental set forth in Paragraph 1(b)) on the date when it would have
been completed but for such delay.

Promptly following the completion of the Additional Premises as described above,
the parties shall enter into a supplementary written agreement setting forth the
Additional Premises Commencement Date.

     3. Owner, at its cost and expense, shall construct or cause to be
constructed, the Additional Premises in accordance with the floor plan attached
hereto as Exhibit A-1 and the Work Specifications attached hereto as Exhibit
B-1. In consideration of Owner performing said work, Tenant shall pay to Owner
the sum of $25,000.00 (regardless of the cost of Owner's work). Such sum shall
be paid to Owner in six (6) consecutive equal monthly installments in the amount
of $4,166.67 each commencing on the Additional Premises Commencement Date and on
the first day of each of the next five months thereafter.

     4. The first sentence of Paragraph 42(a) of the Lease shall be deleted in
its entirety and the following shall be substituted in its place:

         "The term of this lease and the estate hereby granted shall commence on
a date (the "Commencement Date") which shall be the earlier of the day (i) on
which the demised premises shall be deemed to be completed as such term is
defined in paragraph (c) of this Article (of which date Tenant shall be given 14
days notice) provided, however, in the event the demised premises are completed
prior to September 24, 2001, Tenant may, but shall not be required to accept
delivery of the demised premises prior to September 24, 2001, or (ii) Tenant (or
anyone claiming under or through Tenant) shall occupy the demised premises for
the conduct of business. The performance of work in the demised premises by
Tenant or its contractors prior to the completion of Owner's work pursuant to
Paragraph 42(b) below shall not be deemed acceptance of delivery of the demised
premises."

     4. The second full paragraph of Paragraph 42(c) of the Lease shall be
deleted in its entirety and the following shall be substituted in its place:

          "Owner shall use its reasonable efforts to cause the Existing Premises
     to be deemed completed by September 24, 2001, provided that Owner shall
     have no liability for its failure to cause the Existing Premises to be
     deemed completed by such date. Owner shall use reasonable efforts to cause
     the Additional Premises to be deemed completed by November 1, 2001,
     provided that Owner shall have no liability for its failure to cause the
     Additional Premises to be deemed completed by such date."

     5. The provisions of Paragraph 58(h) of the Lease (pertaining to repair and
replacement of HVAC units) shall be applicable to both the Existing Premises and
the Additional Premises.

     6. Tenant agrees not to disclose the terms, covenants, conditions or other
facts with respect to this First Amendment, including, but not limited to, the
Fixed Annual Rent, to any person, corporation, partnership, association,
newspaper, periodical or other entity. This non-disclosure and confidentiality
agreement shall be binding upon Tenant without limitation as to time, and a
breach of this paragraph shall constitute a material breach under the Lease.


                                      -3-
<PAGE>
                                                                      EXPAN/1991


     7. The Tenant represents that it has dealt with no broker in connection
with this First Amendment except Newmark & Company Real Estate, Inc. whom Owner
agrees to pay per separate agreement and agrees to indemnify and hold Owner
harmless from any and all claims of any other broker arising out of or in
connection with negotiations of, or entering into of, this First Amendment.

     8. Tenant hereby represents to Owner that (i) there exists no default
under the Lease either by Tenant or Owner; (ii) Tenant is entitled to no credit,
free rent or other offset or abatement of the rents due under the Lease; and
(iii) there exists no offset, defense or counterclaim to Tenant's obligation
under the Lease.

     9. Except as otherwise set forth herein, all terms and provisions contained
in the Lease shall remain in full force and effect.

     10. It is understood and agreed that this First Amendment is submitted to
the Tenant for signature with the understanding that it shall not bind the Owner
unless and until it has been executed by the Owner and delivered to the Tenant
or Tenant's attorney.

     11. This Lease, as hereby amended, shall be binding upon the parties
hereto, their successors and assigns.

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


                                       MACK-CALI SO. WEST REALTY
                                       ASSOCIATES L.L.C.
                                       By: Mack-Cali Realty, L.P., member
                                       By: Mack-Cali Realty Corporation,
                                       general partner

                                       By: /s/
                                           --------------------------
                                           Executive Vice President

                                       WISE VISION OPTICAL GROUP, INC.
                                       (f/k/a WISE/CONTACT U.S. OPTICAL
                                       CORPORATION)

                                       By: /s/                 8/1/01
                                           --------------------------
                                           Vice President


                                      -4-
<PAGE>
                                                                      EXPAN/1991


                                 Exhibit "B-1"
                                 -------------

                              WORK SPECIFICATIONS

The Additional Premises will be delivered in broom clean condition finished
substantially "as is" except as set forth on the attached floor plan.

Warehouse Area
--------------

Heating and air conditioning equipment has been installed and will be turned
over to Tenant in good operating condition. Tenant shall be responsible for the
maintenance thereof in accordance with Article 58(i) of this Lease.

Lighting switches and lighting fixtures shall be as installed. Supplementary or
replacement lamping by Tenant. Any wiring distribution other than for meters,
master control panels, light switches, ceiling light fixtures and heating or air
conditioning units may be used by Tenant to the extent serviceable but is not
warranted by Owner as to operating condition. Tenant shall not overload electric
circuits.

one (1) loading dock

Electric Service
----------------

The Additional Premises shall be equipped with an electric meter and control
panel capable of supplying 150 Amperes, 120/208V, 3 phase 4 wire to the
premises.

Floor Load
----------

Tenant shall not impose a floor load greater than 300 lbs. per square foot.

Rest Rooms
----------

Rest rooms are as shown on the attached floor plan.


All selections or designations to be made by Tenant are to be made within five
(5) business days after request by Owner. If Tenant has not made such
designations or selections within said period, the Owner shall be authorized to
do so on behalf of Tenant.

                                      -5-