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                                  EXHIBIT 10.6

                             LEASE FOR HEADQUARTERS

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AGREEMENT OF LEASE, made as of this 29th day of April 2003, between ROBERT J.
SABBAGH, GEORGE A. WARDI, and HENRY J. WARDI, individuals with an address
located at 8107 Colonial Road, Brooklyn, New York, party of the first part,
hereinafter referred to as OWNER, and LORCOM TECHNOLOGIES, INC. a Delaware
corporation with offices located at 8515-8517 Fourth Avenue, Brooklyn, New York,
party of the second part, hereinafter referred to as TENANT,

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner,
Second floor office, In the building known as 8515-8517 Fourth Avenue, In the
Borough of Brooklyn, City of New York, for the term of Three (3) years (or until
such term shall sooner cease and expire as hereinafter provided) to commence on
the 1st day of May, Two Thousand Three, and to end on the 30th Day of April, Two
Thousand Six, both dates inclusive, at an annual rental rate of SEE RIDER
ANNEXED HERETO, 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) on the execution
hereof (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:

RENT OCCUPANCY

1.   Tenant shall pay the rent as above and as hereinafter provided.
2.   Tenant shall use and occupy demised premises for SEE RIDER ANNEXED HERETO
     and for no other purpose.

TENANT 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, 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 by using contractors or mechanics first approved by Owner. Tenant
     shall, before making any alterations, additions, installations or
     improvements, at its expense, obtain all permits, approvals 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 and 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. All
     fixtures and all paneling, partitions, railings and like installations,
     installed in the premises at any time, either by Tenant or by Owner in
     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 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,
     movable 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 may be removed from the premises by Owner, at Tenant's expense.






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MAINTENANCE AND REPAIRS

4.   Tenant shall, throughout the term of this lease, take good care of the
     demised premises and the fixtures and appurtenances therein. Tenant shall
     be responsible for all damage or injury to the demised premises or any
     other part of the building and the systems and equipment thereof, whether
     requiring structural or nonstructural repairs caused by or resulting from
     carelessness, omission, neglect or improper conduct of Tenant, Tenant's
     subtenants, agents, employees, invitees or licenses, or which arises out of
     any work, labor, service of equipment done for or supplied to Tenant or any
     subtenant or arising out of the installation, use or operation of the
     property or equipment of Tenant or any subtenant. Tenant shall also repair
     all damage to the building and the demised premises caused by the moving of
     Tenant's fixtures, furniture and equipment. Tenant shall promptly make, at
     Tenant's expense, all repairs in and to the demised premises for which
     Tenant is responsible, using only the contractor for the trade or trades in
     question, selected from a list of at least two contractors per trade
     submitted by Owner. Any other repairs in or to the building or the
     facilities and systems thereof for which Tenant is responsible shall be
     performed by Owner at the Tenant's expense. Owner shall maintain in good
     working order and repair the exterior and the structural portions of the
     building, including the structural portions of its demised premises, and
     the public portions of the building interior and the building plumbing,
     electrical, heating and ventilating systems (to the extend such systems
     presently exist) serving the demised premises. Tenant agrees to give prompt
     notice of any defective condition in the premises for which Owner may be
     responsible hereunder. There shall be no allowance to Tenant for diminution
     of rental value and no liability on the part of Owner by reason of
     inconvenience, annoyances or injury to business arising from Owner or
     others making repairs, 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. It is specifically agreed that Tenant
     shall not be entitled to any setoff or reduction of rent by reason of any
     failure of Owner to comply with the covenants of this or any other article
     of this Lease. Tenant agrees that Tenant's sole remedy at law in such
     instance will be by way of an action for damages, for breach of contract.
     The provisions of the Article 4 shall not apply in the case of fire or
     other casualty which are dealt with in Article 9 hereof.

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 Labor Law or any other applicable law or of the Rule of the
     Board of Standards and Appeals, or of any other Board or 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, at Tenant's sole cost and
     expense, shall 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, 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, whether or not arising out of Tenant's use
     or manner of use thereof, (including Tenant's permitted use) or, with
     respect to the building if arising out of Tenant's use or manner of use of
     the premises or the building (including the use




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     permitted under the lease). 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 may, after securing Owner to Owner's satisfaction against
     all damages, interest, penalties and expenses, including, but not limited
     to, reasonable attorney's fees, by cash deposit or by surety bond in an
     amount and in a company satisfactory to Owner, contest and appeal any such
     laws, ordinances, orders, rules, regulations or requirements provided same
     is done with all reasonable promptness and provided such appeal shall not
     subject Owner to prosecution for a criminal offense or constitute a default
     under any lease or mortgage under which Owner may be obligated, or cause
     the demised premises or any part thereof to be condemned or vacated. Tenant
     shall not do or permit any act or thing to be done in or to the demised
     premises 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 with respect to the demised
     premises or the building of which the demised premises form a part, or
     which shall or might subject Owner to any liability or responsibility to
     any person or for property damage. 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
     or other authority having jurisdiction, 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 prior to the commencement of Tenant's occupancy. Tenant shall pay
     all costs, expenses, fines, penalties, or damages, which may be imposed
     upon Owner by reason of Tenant's failure to comply with the provisions of
     this article and if by reason of such failure 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" of rate for the building or demised
     premises issued by the New York Fire Insurance Exchange or other 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 judgment, to absorb and prevent
     vibration, noise and annoyance.

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, placements and extensions of any such
     underlying leases and mortgages. This clause shall be self-operative and no
     further instrument of subordination shall be required by any ground or
     underlying lessor or by any mortgagee, 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.

PROPERTY--LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY:

8.   Owner or its agents shall not be liable for any damage to property of
     Tenant or of others entrusted to employees of the building, nor for loss of
     or damage to any property of Tenant by 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 the negligence of Owner, its
     agents, servants or employees. Owner or agents will not be liable for any
     such damage caused by other tenants or persons in, upon or about said
     building or caused by operations in construction 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 including, 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, AND OTHER CASUALTY:

9.   (a) If the demised premises or any part thereof shall be damaged by fire or
     other casualty, Tenant shall give immediate 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
     partly 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 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 thence forth shall cease until the








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     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 Landlord'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 salvagable
     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 any 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.

EMINENT DOMAIN:

10.  If the whole or any part of the demised premises shall be 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 and assigns to
     Owner, Tenant's entire interest in any such award.

ASSIGNMENT, MORTGAGE, ETC.

11.  Tenant, for itself, its heirs, distributes, executors, administrators,
     legal representatives, successors and assigns, 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 CURRENT:

12.  Rates and conditions in respect to submetering or rent inclusion, as the
     case may be, to be added in RIDER attached hereto. Tenant covenants and
     agrees that at all times its use 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.

ACCESS TO PREMISES:

13.  Owner or Owner's agents shall have the right (but shall not 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 the demised premises or to any other portion of the building
     or which Owner may elect to perform. Tenant shall permit Owner to use and
     maintain and replace pipes and conduits in and through the demised premises
     and to erect new pipes and conduits therein provided they are concealed
     within the walls, floor, or ceiling. 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




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     same to prospective purchasers of mortgagees of the building, and during
     the last six months of the term for the purpose of showing the same to
     prospective tenants. 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 master key 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 Tenants' 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.

VAULT, VAULT SPACE, AREA:

14.  No Vaults, vault space or area, whether or not enclosed or covered, not
     within the property line of the building is leased 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.

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. Tenant has inspected the premises and accepts
     them as is, subject to the riders annexed hereto with respect to Owner's
     work, if any. In any event, Owner makes no representation as to the
     condition of the premises and Tenant agrees to accept the same subject to
     violations, whether or not of record.

BANKRUPTCY:

16.  (a) Anything elsewhere in this lease to the contrary notwithstanding, this
     lease may be cancelled by Owner by the 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 rent 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, 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 to
     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 statute or rule of law in effect at the time when,
     and governing the proceedings in which, such damages are to be proved,
     whether or not such amount be greater, equal to, or less than the amount of
     the difference referred to above.

DEFAULT:

17.  (1) If Tenant defaults in fulfilling any of the covenants of this lease
     other than the covenants for the payment of rent or additional rent; or if
     the demised premises become vacant or deserted; 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 this lease be rejected under SS235 of Title 11 of the
     U.S. Code (bankruptcy code); or if Tenant shall fail to move into or take
     possession of the premises within fifteen (15) days after the commencement
     of the term of this lease, then, in any one or more of such events upon
     Owner serving a written five (5) days notice upon Tenant specifying the
     nature of said default and upon the expiration of said five (5) 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 five (5) day period, and
     if Tenant shall not have diligently commenced curing such default within
     such five (5) 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.





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          (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; 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 OWNER AND WAIVER OF REDEMPTION:

18.  In case of any such default, re-entry, expiration, and/or dispossess by
     summary proceedings or otherwise, (a) the rent shall become due thereupon
     and be paid up 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 at 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, and/or (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 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 a 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 in
     the event of Tenant being evicted or dispossessed for any cause, or in the
     event of Owner obtaining possession of demised premises, by reason of the
     violation by Tenant of any of the covenants and conditions of this lease,
     or otherwise.

FREES AND EXPENSES:

19.  If Tenant shall default in the observance or performance of 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 attorney's fees, in instituting, prosecuting or
     defending any action or proceeding, then Tenant will reimburse Owner for
     such sums so paid or obligations incurred with interest and costs. The
     foregoing 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 ALTERATIONS AND MANAGEMENT:

20.  Owner shall have the right at any time without the same constituting an
     eviction and without incurring liability to Tenant therefor to change the
     arrangement and/or location of 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 deminution
     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
     Tenants 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 such 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 REPRESENTATIONS BY OWNER:

21.  Neither Owner nor Owners's agents have made any representations or promises
     with respect to the physical condition of the building, the land upon which





                                      -6-
<PAGE>
     it is erected on the demised premises, the rents, leases, expenses of
     operation or any other matter or thing affecting or related to the premises
     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 "as is" 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
     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. Tenant's obligation to observe or perform
     this covenant shall survive the expiration or other termination of this
     lease. If the last day of the term of this Lease or any renewal thereof,
     falls on Sunday, this lease shall expire at noon on the preceding Saturday
     unless it be a legal holiday in which case it shall expire at noon on the
     preceding business day.

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 31 hereof and to the ground leases, underlying leases
     and mortgages hereinbefore mentioned.

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 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) until after Owner shall have
     given Tenant written 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 covenants 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 Owner 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 mount 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. 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
     including a counterclaim under Article 4.

ABILITY 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


---------
Rider to be added if necessary.



                                      -7-
<PAGE>


     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
     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.  Except as otherwise in this lease provided, a bill, statement, notice or
     communication which Owner may desire or be required to give to Tenant,
     shall be deemed sufficiently given or rendered if, in writing, delivered to
     Tenant personally or sent by registered or certified mail addressed to
     Tenant at the building of which the demised premises form a part or at the
     last known residence address or business address of Tenant or left at any
     of the aforesaid premises addressed to Tenant, and the time of the
     rendition of such bill or statement and of the giving of such notice or
     communication shall be deemed to be the time when the same is delivered to
     Tenant, mailed, or left at the premises as herein provided. Any notice by
     Tenant to Owner must be served by registered or certified mail addressed to
     Owner at the address first hereinabove given or at such other address as
     Owner shall designate by written notice.

SERVICES PROVIDED BY OWNERS:

29.  As long as Tenant is not in default under any of the covenants of this
     lease, Owner shall provide: (a) heat to the demised premises when and as
     required by law, on business days from 8 a.m. to 6 p.m. and on Saturdays
     from 8 a.m. to 1 p.m.: (b) water for ordinary lavatory purposes, but if
     Tenant uses or consumes water for any other purposes or in unusual
     quantities (of which fact Owner shall be the sole judge), Owner may install
     a water meter at Tenant's expense which Tenant shall thereafter maintain at
     Tenant's expense in good working order and repair to register such water
     consumption and Tenant shall pay for water consumed as shown on said meter
     as additional rent as and when bills are rendered. If, however, said
     premises are to be kept clean by Tenant, it shall be done at Tenant's sole
     expense, in a manner satisfactory to Owner and no one other than persons
     approved by Owner shall be permitted to enter said premises or the building
     of which they are a part for such purpose. Tenant shall pay Owner the cost
     of removal of any of Tenant's refuse and rubbish from the building; (c)
     Owner reserves the right to stop services of the heating, plumbing,
     air-conditioning, power systems or other services, if any, when necessary
     by reason of accident or for repairs, alterations, replacements or
     improvements necessary or desirable in the judgment of Owner for as long as
     may be reasonably required by reason thereof.

CAPTIONS:

30.  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 provisions thereof.

DEFINITIONS:

31.  The term "Owner" means a landlord or lessor, and as used in this lease
     means only the owner, 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 words
     "re-enter," and "re-entry" as used in this lease are not restricted to
     their technical legal meaning. The term "business days" as used in this
     lease shall exclude Saturdays (except such portion thereof as is covered by
     specific hours in Article 29 hereof), 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.




                                      -8-
<PAGE>


ADJACENT EXCAVATION--SHORING:

32.  If an excavation shall be made upon land adjacent to the demised premises,
     or shall be authorized to 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 person 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:

33.  Tenant and Tenant's servants, employees, agents, visitors, and licenses
     shall observe faithfully, and comply strictly with, the Rules and
     Regulations and such other and further reasonable Rules and Regulations as
     Owner or Owner's agents may from time to time adopt. Notice of any
     additional rules or regulations shall be given in such manner as Owner may
     elect. In case Tenant disputes the reasonableness of any additional Rule or
     Regulation hereafter made or adopted by Owner or Owner's agents, the
     parties hereto agrees to submit the question of the reasonableness of such
     Rule or Regulation for decision to the New York office of the American
     Arbitration Association, whose determination shall be final and conclusive
     upon the parties hereto. The right to dispute the reasonableness of any
     additional Rule or Regulation upon Tenant's part shall be deemed waived
     unless the same shall be asserted by service of a notice, in writing upon
     Owner within ten (10) days after the giving of a notice thereof. Nothing
     in this lease contained shall be construed to impose upon Owner any duty or
     obligation to enforce the Rules and Regulations or terms, covenants or
     conditions in any other lease, as against any other tenant and Owner shall
     not be liable to Tenant for violation of the same by any other tenant, its
     servants, employees, agents, visitors or licenses.

SECURITY:

34.  Tenant has deposited with Owner the sum of $_______________ 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, apply 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, covenants 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, of
     which the demised premises form a part, Owner shall have the right to
     transfer the security to the vendor 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
     convXXXXXX 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. SEE RIDER.

ESTOPPEL CERTIFICATE:

35.  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 an 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.

SUCCESSORS AND ASSIGNS:

36.  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.




                                      -9-
<PAGE>


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:                              /s/ ROBERT J. SABBAGH
                                                --------------------------------
----------------------------------              Robert J. Sabbagh

Witness for Tenant:                             /s/ GEORGE A. WARDI
                                                --------------------------------
----------------------------------              George A. Wardi

                                                /s/ HENRY J. WARDI
                                                --------------------------------
                                                Henry J. Wardi

                                                LORCOM Technologies, Inc.
                                                /s/ HENRY DOIBAN
                                                --------------------------------
                                                Henry Doiban, President/CEO






<PAGE>






                                 RIDER TO LEASE
                               DATED: APRIL , 2003

BY AND BETWEEN: ROBERT J. SABBAGH, HENRY J. WARDI and GEORGE A. WARDI, as
Landlord, LORCOM TECHNOLOGIES, INC., as Tenant.


IF THERE SHALL BE ANY DUPLICATION, CONFLICT OR INCONSISTENCY BETWEEN ANY TERM,
COVENANT OR CONDITION IN THE PRINTED FORM OF THE LEASE AND THIS RIDER, THE TERM,
COVENANT OR CONDITION OF THIS RIDER SHALL PREVAIL._____

1. RENT
         The fixed base rent for the demised premises shall be:

         From May 1, 2003 to April 30, 2004 -annually - $38,400.00, monthly -
         $3,200.00


         From May 1, 2004 to April 30, 2005 -annually - $39,552.00, monthly -
         $3,296.00

         From May 1, 2005 to April 30, 2006 -annually - $40,738.56, monthly
         -$3,394.88

plus additional rent as provided herein, 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 calendar month during said
term, at the office of Landlord or such other place as Landlord may designate,
without any set off or deduction whatsoever, except that Tenant shall pay the
first monthly installment on the execution hereof. If the commencement date
occurs on a day other than the first (1st) day of a calendar month, the fixed
rent for such month shall be prorated on a per diem basis.

         If Tenant shall fail to pay when due any rent and/or additional rent
and such failure shall continue for a period of ten (10) days after the same
shall have become due and payable. Tenant agrees that it shall pay Landlord an
administrative charge equal to FIVE ($.05) CENTS for each and every dollar of
rent and or additional rent which continues to be so overdue ("Late Charges").
Late charges are not payable as a penalty, but are imposed to partially defray
landlord's costs in connection with the late payment of overdue rent and/or
additional rent. It is expressly acknowledged and agreed that nothing herein
contained shall be deemed or construed as permitting or allowing tenant to make
any payment of rent and/or additional rent at a time other than when same shall
be required to be paid pursuant to the provisions of this lease. The acceptance
of the late charge referred to in this article shall not in any manner preclude
landlord from enforcing any of its rights contained elsewhere in this lease.

2. ADDITIONAL RENT

         In addition to the fixed base rent to be paid by Tenant to Landlord,
all other payments to be paid by Tenant to Landlord shall be deemed to be, and
shall become, additional rent hereunder whether or not the same be designated as
such and shall be due and payable within fifteen (15) days from Landlord's
demand or together with the next succeeding installment of rent, whichever shall
first occur. Landlord shall have the same remedies for Tenant's failure to pay
additional rent as for a non-payment of fixed rent.





                                      -1-
<PAGE>


Landlord, at its election, shall have the right after seven (7) days prior
written notice, except in the case of repairs requiring immediate corrective
action, to pay or do any act which requires the expenditure of any sums of money
by reason of the failure or neglect of Tenant to perform any of the provisions
of this Lease. In the event Landlord shall at its election pay such sums or do
such acts requiring the expenditure of monies. Tenant agrees to pay Landlord,
upon demand, all ;such sums, and the sum so paid by Landlord, together with
interest at a rate of twelve percent (12(Degree)/o) thereon, shall be deemed
additional rent and shall be payable as such.

3. INDEMNITY OF LANDLORD BY TENANT

         Tenant hereby agrees that Tenant shall and will indemnify and save
harmless Landlord from and against all claims for damages whatsoever, caused to
any person or to the property of any person occurring during the term of this
lease, in on or about the demised premises arising out of or as a result of
Tenants occupancy unless said claim is due solely to Landlord's negligence
without Tenant contributing thereto. Tenant likewise shall and will indemnify
and save harmless Landlord from and against all claims for damage of whatever
nature, arising from any accident, injury or damage occurring in or outside of
the demised premises where such accident, damage or injury results from any
action or omission on the part of Tenant or Tenant's contractors, licensees,
agents, servants, employees, or invitees. Tenant shall and will, on written
demand, repay to Landlord, as additional rent, any amount that Landlord may be
obligated to pay for such damage and the cost and expense of any action or legal
proceedings brought against the Landlord by reason of, or in respect to, any
claim for such damages, including but not limited to, reasonable attorneys' fees
expended, and disbursements incurred, in connection therewith, provided same is
not covered by Landlord insurance. Tenant shall be informed by Landlord of any
and all claims hereinabove referred to and Tenant shall have the right to defend
SUCH claims at Tenant's cost and expense, and by using counsel reasonably
satisfactory to 'Landlord.

4. INTENTIONALLY OMITTED

5. LANDLORD'S LIABILITY

         Tenant shall look solely to the interest of Landlord, its successors or
assigns, in the land and building known as 8515-8517 Fourth Avenue, Brooklyn,
New York, of which the demised premises are a part, for the collection of any
judgment recovered against Landlord based upon the breach by Landlord of any of
the terms, conditions or covenants of this lease on the part of Landlord to be
performed, and not other property or assets of the Landlord. No other property
of the Landlord 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 premises. It is specifically intended that the
liability of the Landlord pursuant to this lease shall be limited to that of a
corporation the sole asset of which is the real property and building which is
the subject of this lease. In no event shall Tenant make any claim against or
seek to impose any personal liability upon any principal of any firm or
corporation that may hereafter be or become the Landlord.

6. ORDERS OF GOVERNMENTAL AUTHORITIES - ADDENDA TO ARTICLE 6

         Tenant understands that both Landlord and Tenant may from time to time
be required to comply with orders or directives of governmental authorities
and/or public utility companies serving the building for various purposes
including the conservation of energy. The Tenant and Landlord agree that each
will and shall be obligated to comply with all such directives provided,
however, in no event shall Tenant be required to pay more than 25% of the cost
associated with any such directives that relate to the building as a whole, in
which the demised premises are a part. In no event shall Tenant be entitled to
any abatement of rent or to claim a constructive eviction, nor shall Landlord
otherwise incur any liability to Tenant by reason of Landlord's compliance with
any such order or directive.




                                      -2-
<PAGE>

          If at any time during the term of this lease. Landlord expends any
 sums for alterations or capital improvements to the.building which are required
 to be made pursuant to any law, ordinance or governmental regulation. Tenant
 shall pay to Landlord, as additional rent, twenty-five (25%) percent of all
 such sums, within ten (10) days after demand therefor. If, however, the cost of
 any such alterations or capital improvements are required to be amortized over
 a'period of time pursuant to applicable Internal Revenue Code regulations.
 Tenant shall pay to Landlord, as additional rent, during each year in which
 occurs any part of the term of this lease, twenty-five (25%) percent of the
 reasonable annual amortization, with interest, of the cost of such alterations
 or improvements. For purposes of this provision, the cost of any such
 alterations or improvements shall be deemed to include the cost of preparing
 any necessary plans and the fees for filing such plans. The cost of such
 alterations or improvements shall be reasonably substantiated by Landlord to
 Tenant.

 7. TENANT'S USE OF THE LEASED PREMISES

A. The Tenant may use and occupy the leased property for a General Office
Purposes forany other lawful purpose, and the Tenant shall not use or occupy nor
permit the leased property or any part to be used or occupied for any unlawful
business, use, or purpose, nor for any business, use, or purpose deemed
disreputable or extra-hazardous, nor for any purpose or in any manner which is
in violation of any present or future governmental laws or regulations. The
Tenant shall promptly, after the discovery of any such unlawful, disreputable,
or extrahazardous use take all necessary steps, legal and equitable, to compel
the discontinuance of such use and to use and remove any subtenants, occupants,
or other persons guilty of such unlawful, disreputable, or extra-hazardous use,
the Tenant shall indemnify the Landlord against all costs, expenses,
liabilities, losses, damages, injunctions, suits, fines, penalties, claims, and
demands, including reasonable counsel fees, arising out of any violation or of
defauit in these covenants.

         B. Tenant shall not use the premises in any manner that will constitute
waste, nuisance, or unreasonable annoyance (including, without limitation, the
use of loudspeakers or sound or light apparatus that can be heard or seen
outside the premises) to owners or occupants of adjacent properties.

         C. Tenant shall not do anything on the premises that will cause damage
to the premises. The premises shall riot be overloaded. No machinery, apparatus,
or other appliance shall be used or operated In or on the premises that will in
any manner injure, vibrate, or shake the premises.

         D. Tenant shall not store and/or use any flammable materials in, on or
about the demised premises and agrees that it will discontinue (i) storing any
such material and (ii) any business practices if either, or both number (i) and
(ii) will result in an increase in insurance rates or the cancellation of
insurance with regard to the building in which the -demised premises are a part.

8. LIENS AND ENCUMBRANCES

         Notwithstanding the foregoing. Tenant shall not do any act or make any
contract which may create or be the foundation for any lien or other encumbrance
upon any interest of the Landlord in any portion of the building or property of
which the demised premises form a part. If, because of any act or omission (or
alleged act or omission) of Tenant, any mechanic's lien or other lien or charge
or order for the payment of money shall be filed




                                      -3-
<PAGE>


                                 against Landlord or any part or portion of the
                  premises of which the demised premises are a part, (whether or
                  not such lien; charge or order is valid or enforceable as
                  such). Tenant will at its own cost and expense cause the same
                  to be discharged of record or bonded within 30 days after
                  notice to the Tenant of the filing thereof, unless a shorter
                  period of time is required pursuant to a mortgage on the
                  demised premises in which case the time period shall be the
                  time period set forth in such mortgage document, and Tenant
                  shall personally indemnify and save harmless Landlord against
                  and from all costs, liabilities, suits, penalties, claims and
                  demands including reasonable counsel fees resulting therefrom.
                  If Tenant fails to comply with the foregoing provisions.
                  Landlord shall have the option of bonding or discharging any
                  such lien, charge or order and the Tenant agrees to reimburse
                  Landlord (as additional rent) with interest at the rate equal
                  to the prime rate as announced by Citibank, N.A. from time to
                  time at its principal office located In New York City plus
                  four (4%) percent per annum, promptly upon demand therefor. In
                  the alternative. Landlord may, in its sole discretion, utilize
                  Tenant's security deposit to discharge any such lien charge or
                  order and Tenant agrees that it shall promptly pay any such
                  security withdrawn as Additional Rent.

9. SUMMARY PROCEEDINGS

                            If the Tenant shall at any time be in default
                   hereunder or shall have breached this lease/ and if Landlord
                   shall institute an action of summary proceeding against
                   Tenant based upon such default or breach, then the Tenant
                   will reimburse the Landlord for the expense of reasonable
                   attorney's fees, costs and disbursements thereby incurred by
                   Landlord so far as the same are reasonable in amount, and the
                   amount of such attorneys' fees, expenses, costs and
                   disbursements, shall be at the option of the Landlord be
                   deemed additional rent hereunder, due and payable on the
                   first day of the month next following the incurring of such
                   expense. Tenant further agrees that no set off or
                   counterclaim whatsoever of any nature will be interposed by
                   or on behalf of Tenant in any such action or summary
                   proceeding.

10. ESTOPPEL CERTIFICATES
                           Tenant shall, without charge at any time and from
                  time to time, within ten(10) days after receipt of a written
                  request by Landlord, certify by written instrument, duly
                  executed, acknowledged and delivered at the direction of
                  Landlord, to any third party specified by Landlord including
                  any mortgagee, assignee/ purchaser, or any other person, firm
                  or corporation specified by Landlord/stating:

         (i)     that this lease is in full force and effect and if there has
                 been a modification, that the same is in full force and effect
                 as modified and setting forth such modification;
        (II)     whether or not there are then existing any set-offs or defenses
                 against the enforcement of any of the agreements, terms,
                 covenants or conditions thereof on the part of Tenant to be
                 performed or complied with (if sc, specifying the same);
        (iii)    any of the agreements, terms, covenants or conditions thereof
                 on the part of Tenant to be performed or complied with (if so,
                 specifying the same);
        (iv)     the dates to which rent and additional rents have been paid (or
                 paid in advance) and the amount of security on deposit with
                 Landlord;

        (v)      whether or not there exists any defaults in the performance of
                 any provisions of this lease, by the Landlord or the Tenant and
                 if there exists any such defaults, the reasons therefor.


                                       -4-
<PAGE>



  11. NOTICES

         Notwithstanding anything herein contained to the contrary, every
notice, approval, consent or other communication authorized or required by this
lease to be served, shall be served in writing and shall be sent by the United
States Certified Mail, Return Receipt Requested; if sent to the Landlord,
addressed to the Landlord at the address herein-before set forth for Landlord or
such other address as Landlord shall designate in writing; if sent to Tenant,
addressed to Tenant at the address hereinbefore set forth for Tenant or to
Tenant at the demised premises.

  12. QUIET ENJOYMENT


         Tenant shall not make or permit any disturbing noises to be made in the
demised premises, except for ordinary construction noises during reasonable
hours, by itself, its agents, employees, guests or customers, nor do or permit
anything to be done which would inconvenience any other tenants in the building
of which the demised premises form a part. Guests, customers and invitees of the
Tenant shall not use common areas of the building as "waiting areas" nor shall
Tenant permit such persons to disturb other tenants of the building. Tenant
shall be liable for all damages to the building of which the demised premises
are a part, caused by fcbe Tenant or the Tenant's agents, employees, guests,
invitees or customers.

13.INSURANCE

         (a) Tenant covenants and agrees that, prior to taking possession of the
demised premises. Tenant shall immediately secure, and thereafter maintain in
full force during the term hereof, at its sole cost and expense, comprehensive
general personal injury and property damage liability insurance against claims
for bodily injury, death and property damage, such insurance to afford minimum
protection during the term of this lease, of not less than $1,000,000.00 in
respect of bodily injury or death to any one person, of not less than
$2,000,000.00 in respect of any one occurrence or accident, and of not less than
$500,000.00 for property damage. Such insurance policy or policies shall name
Landlord (and such other persons, firms or corporations as are designated by
Landlord) and Tenant as insureds. Such policy shall insure against all costs,
expenses and/or liability arising out of, or based upon, any and all claims,
accidents, injuries and damages whatsoever caused to any person or property,
wherein such accident, damage or injury resulted from any act or omission on the
part of the Tenant or Tenant's contractors, licensees, agents, invitees,
visitors, servants or employees, on or about the demised premises, including the
sidewalks and areas adjacent thereto. Each such policy shall be issued by a
company licensed to do business in the State of New York, shall be
non-cancelable with respect to Landlord and Landlord agents and designees
without thirty (30) days' prior written notice to Landlord and Landlord's agents
and designees, and a duplicate original thereof shall be delivered to Landlord.
Any policy which does not name Landlord as an insured shall contain an express
waiver of any right of subrogation against Landlord. Upon failure at any time on
the part of the Tenant to procure and deliver, to Landlord the policy or
certificate of insurance as provided herein, stamped "premium" paid" by the
insuring company at least fifteen days before the expiration of the prior
insurance policy or certificate, if any, or to pay the premiums therefore, the
Landlord may from time to time, as often as such failure shall occur, procure
such insurance and pay the premium therefore, and any sums paid for insurance by
the Landlord shall be and become, and hereby are declared to be additional rent
under this lease due and payable on the first day of the month following the
payment by the Landlord of the said premium. Payment by the Landlord of such
premium or the carrying by the Landlord of any such policy shall not be deemed a
waiver or release of the default by the Tenant of the within lease and breach of
this covenant. Tenant's failure to provide





                                      -5-
<PAGE>


and keep in force the aforesaid insurance shall be regarded as a material breach
of this lease entitling Landlord to avail itself of any and all remedies as
provided in this lease in the event of default or breach hereunder. Landlord
shall be permitted to increase the amount of insurance required herein, provided
such increase is reasonable in amount.


          (b) The Tenant covenants that it, will' during the term of this lease
 pay to the Landlord as additional rent twenty-five (25%) percent, of the cost
 of (i) fire, extended coverage insurance in such amount as shall be determined
 by the Landlord, which amount shall not exceed the replacement cost of the
 building in which the demised premises are a part, and (ii) loss of rent
 insurance procured by the Landlord. The Tenant agrees to pay the said premiums
 as they accrue. Such accrued premiums whether or not paid by the Landlord shall
 be deemed additional rent and due and payable on the next rent day or any
 subsequent rent day. Payment of such premiums by the Landlord shall not be
 deemed a waiver of the default in payment by the Tenant, and the Landlord,
 whether or not he shall have paid such premiums, shall have recourse to all
 remedies hereinbefore provided in the event of default by the Tenant in the
 performance of the terms and conditions of this Lease.

 14. SIGNS

         The Tenant must secure Landlord's consent, which shall not be
unreasonably withheld, to place and maintain a sign on the front of the building
in which the demised premises is located and provided, however, that such sign
shall be maintained in compliance with all requirement of any bureau of
department of the City of New York or any other bureau or department having
jurisdiction thereover and in compliance with any law, statute or ordinance
applicable thereto arid further provided that such sign in no way damages any
portion of the building and further provided that the general liability
insurance hereinabove provided for covers such sign. All fees for permits,
license and annual license fees payable for the placing and maintenance of the
said sign shall be paid promptly by the Tenant when due, and upon the failure to
make such payment, the Landlord shall have the right to pay the same (but this
provision shall not be construed to require or obligate the Landlord to pay the
same) and add the amount of such payment to any subsequent installment of rent
as additional rent, and for the non-payment of which the Landlord shall have the
same rights and remedies as provided for the non-payment of the reserved rent.


 15. REPAIRS - ADDENDA TO PROVISION 4 OF PRINTED FORM

         Tenant shall be responsible,,..,at its sole,, cost and expense, for any
and all non-structural repairs in and to the demised premises, except for any
repairs arising from Landlord's breach of its obligations under this article,
and for the removal of any violations resulting from such Tenant's occupancy of
the premises. Tenant shall also be responsible for all maintenance and repairs
toy' plumbing systems, heating systems, air conditioning systems, and electrical
systems servicing the demised premises. Tenant agrees, at its sole cost and
expense, to comply with any and all reasonable requests by Landlord necessary to
preserve and maintain the fire safety of the demised premises and the building
of which it is a part resulting from such Tenant's occupancy of the premises.
Tenant further covenants and agrees that it will promptly comply with all
requirements of the Board of Fire Underwriters and of the fire insurance company
insuring the building of which the demised premises are a part. Landlord
covenants and agrees, at its sole cost and expense, to make any structural
repairs required to the demised premises, provided such repairs are not
necessitated by the negligence, improper care or use of the demised premises by
Tenant, its agents, employees, licensees or invitees. To the extent any repairs
are necessitated by the negligence, improper care or use of the demised premises
by Tenant, its agents, employees, licensees or invitees, Landlord may make such
repairs, at Tenant's sole cost and expense and charge the Tenant for such cost
as additional rent. For the purposes of this Lease, structural repairs shall
mean repairs to the foundation, support beams, exterior walls and roof.




                                      -6-
<PAGE>




16. GARBAGE REMOVAL

         Tenant agrees to handle and pay the cost of its collection and/or
removal of its garbage. All garbage will at all, times be kept in sealed
containers in accordance with reasonable requirements established by the
Landlord.

         Tenant shall neither encumber nor obstruct the sidewalk in front of the
demised premises, nor allow the same to be obstructed nor encumbered in any
manner. The Tenant further covenants and agrees to keep the demised premises and
hallways free from dirt, rubbish, garbage and at all times broom-swept, and
shall employ an exterminator on a regular basis to keep the premises free from
vermin, roaches, etc. Tenant agrees that it shall be responsible for the removal
of any sidewalk violations caused by Tenant, its patrons or invitees. Tenant
shall not store any debris or garbage outside the demised premises. " :

17. SECURITY DEPOSIT

         (a) The Tenant will deposit with Landlord the sum of $6,400.00 upon the
execution of this Agreement, to be held as security for the payment of the rent
hereunder and for the faithful performance, conditions and covenants of this
lease. The deposit is to be returned at the end of the demised term unless there
exists a sooner termination or breach of this lease by reason of the Tenant's
default, in which case all reasonable expenses, including, but not limited to
reasonable attorney's fees, 'caused by the breach of any condition, covenant of
this lease and any sums due and unpaid by the Tenant shall be deducted from the
security deposit by the Landlord.

         (b) In the event of the assignment and/or subletting all or part of the
demised premises. Tenant shall deposit ah amount equal to three (3) months'
fixed lease rent, at the time of such assignment and/or subletting, to be held
as a security deposit, as provided in paragraph (a) above.

18. END OF TERM

         Tenant acknowledges that possession of the demised premises must be
surrendered to Landlord on the expiration date or sooner termination of the term
of this Lease. Tenant agrees to indemnify and save Landlord harmless from all
reasonable costs, claims, loss or liability resulting from delay by Tenant in so
surrendering the demised premises, including, without limitation, any claims
made by any succeeding tenant founded on such delay. The parties recognize and
agree that the damage to Landlord resulting from any failure by Tenant to timely
surrender possession of the demised premises as aforesaid will be extremely
substantial, will exceed the amount of the monthly installments of the fixed
annual rent and additional rent theretofore; payable hereunder, and will be
impossible to accurately measure. Tenant therefore agrees that if possession of
the demised premises is not surrendered to landlord within forty-eight (48)
hours after the expiration date or five (5) days after sooner termination of the
term of this Lease, in addition to any other rights or remedies Landlord may
have hereunder or at law, and without in any manner limiting Landlord's right to
demonstrate and collect any damages suffered by landlord and arising from
Tenant's failure to surrender the demised premises as provided herein. Tenant
shall pay to Landlord for each month and for each portion of any month during
which Tenant holds over in the demised premises after the expiration date or
sooner termination of this Lease, a sum equal to three (3) times the aggregate
of that portion of the fixed rent and additional rent which was payable
under'this .Lease during the last month of the term hereof, for each and every
month thereafter. Nothing herein contained shall be deemed




                                      -7-
<PAGE>


to permit Tenant to retain possession of the demised premises after the
expiration date or sooner termination of this Lease or to limit in any manner
Landlord's right to regain possession of the demised premises through summary
proceedings, or otherwise, and no acceptance by Landlord of payments from Tenant
after the expiration date or sooner termination of the term of this Lease shall
be deemed to be other than on account of the amount to be paid by Tenant in
accordance with the provisions of this Article 18. The provisions of this
Article 18 shall survive the expiration date or sooner termination of the Lease.

19. BINDING EFFECT

         It Is specifically understood and agreed' that this lease is offered to
Tenant for signature subject to Landlord's acceptance and approval, and that
Tenant shall have affixed its signature hereto with the understanding that such
act shall not, in any way, bind Landlord or its agent until such time as this
lease shall have been approved and executed by Landlord and delivered to Tenant.

20. RENT RESTRICTION

         If any of the rent or other monies due under the terms of this Lease
shall be or become uncollectible, reduced or required to be refunded because of
any Legal Requirement, Tenant shall enter into such agreement(s) and take such
other steps as Landlord may reasonably request and as may be legally permissible
to permit Landlord to Collect the maximum rents which from time to time during
the continuance of such legal r6nt restriction may be legally permissible (and
not in excess of the amounts reserved therefor under this Lease). Upon
termination of such legal rent restriction, (a) the rents shall become and
thereafter be payable in accordance with the amounts reserved herein for the
periods following such termination and (b) Tenant shall pay to Landlord, to the
maximum extent legally permissible, an amount equal to (i) the rents or other
charges which would have been paid pursuant to this Lease but for such legal
restriction less (ii) the rents and payments in lieu of rents paid by Tenant
during the period such legal restriction was in effect.

21. AS IS

         Tenant acknowledges that it has inspected the Demised Premises apd
agrees to accept possession thereof in its current "as-is" physical condition,
it being understood and agreed that Landlord shall not be obligated to make any
improvements, alterations or repairs to the Demised Premises. Ten'ant agrees to
promptly pay or remove all violations assessed against the demised premises
which relate to Tenants use and/or occupancy of the Demised Premises whether or
not of'record. Landlord shall be permitted to charge Tenant additional rent for
unpaid violations arid/or corrective work required for the removal of any such
violations paid by the Landlord.

22. MODIFICATION

         This LEASE may not be changed orally/but only by an agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

23. INSPECTION OF PREMISES

         Landlord shall have the right to inspect the demised premises during
regular business hours.




                                      -8-
<PAGE>


24. ASSIGNMENT AND SUBLETTING

A. If Tenant's interest in this lease is assigned/ whether or not in violation
of the provisions of this lease. Landlord may collect rent from the assignee; if
the demised premises or any part thereof are sublet to, or occupied by/ or used
by, any person other than Tenant, whether or not in violation of this lease.
Landlord, may collect rent from the subtenant, user or occupant. In either case.
Landlord shall apply the net amount collected to the rents reserved in
thi&lease^' but neither any such assignment, subletting, occupancy, nor use, nor
any such collection or application shall be deemed a waiver of any terms,
covenant or condition of this lease or the acceptance by Landlord or such
assignee, subtenant, occupant or user as a tenant. The consent by Landlord to
any assignment, subletting, occupancy or use shall not relieve Tenant from its
obligation to obtain the express prior written consent of Landlord to any
further assignment, subletting, occupancy or use. Tenant agrees to pay to
Landlord any reasonable counsel fees incurred by Landlord in an amount not to
exceed $750.00,in connection with any proposed assignment of Tenant's interest
in this lease or any proposed subletting of the demised premises or any part
thereof. Neither any assignment of Tenant's interest in this lease nor any
subletting, occupancy or use of the demised premises or any part thereof by any
person other than Tenant, nor any collection of rent by Landlord from any person
shall in any circumstances relieve Tenant of Tenant's obligations fully to
observe and perform the terms, covenants and conditions of this lease on
Tenant's part to be observed and performed-

          B. If Tenant shall desire to assign this lease or to sublet the
 demised premises, Tenant shall submit to Landlord a written request for
 Landlord's consent to such assignment or subletting, which request shall
 contain or be accompanied by the following information; (i) the name and
 address of the proposed assignee or subtenant; (ii) a duplicate original or
 photocopy of the executed assignment agreement or sublease; (iii) the nature
 and character of the business of the proposed assignee or subtenant and its
 proposed use of the demised premises; and (iv) banking, financial and other
 credit information with respect to the proposed assignee or,subtenant
 reasonably sufficient to enable Landlord to determine the financial
 responsibility of the proposed assignee or subtenant.

         C. Landlord shall then not unreasonably withhold consent to the
proposed assignment or subletting of all or part of the demised premises,
provided that Tenant is not then in default under this lease and, further
provided that the following further conditions shall be fulfilled:

            1. The subletting or assignment; shall be to a Tenant whose
occupancy will be in keeping with the use and occupancy of the demised premises
as set forth in paragraph 7 hereof. The Landlord shall not be required to accept
an Assignee, entitled directly or indirectly to diplomatic or sovereign
immunity.
            2. Tenant shall reimburse Landlord on demand for any reasonable
costs that may be incurred in connection with any assignment or sublease,
including, without limitation, the reasonable costs of making investigations as
to the acceptability of the proposed assignee or subtenant, and legal costs
incurred in connection with the granting of any requested consent; and

            3. In case of a subletting, it shall be expressly subject to all of
the obligations of Tenant under this lease and the further condition and
restriction that the sublease shall not be assigned, encumbered or otherwise
transferred without the prior written consent of Landlord in each instance.

            4. The Assignee or Sublessee is subject to service of process in and
the jurisdiction of the courts of the State of New York.





                                      -9-
<PAGE>


         D- No permitted or consented to assignment or subletting shall be
effective or valid for any purpose whatsoever unless and until a counterpart of
the assignment or a counterpart or reproduced copy of the sublease shall have
been first delivered to the Landlord, and, in the event of an assignment, the
Tenant shall deliver to Landlord a written agreement executed and acknowledged
by the Tenant and such assignee in recordable form wherein such assignee shall
assume jointly and severally with Tenant the due performance of this lease on
Tenant's part to be performed to the full end of the term OF this lease
notwithstanding any other !or further assignment.

         E. For purposes of this article, the term "assignment" shall be deemed
to include, but shall not be limited to the following, whether occurring at any
one time or over a period of time through a series of transfers: (i) the sale or
transfer of all or substantially all of the assets of, or the sale, assignment
or transfer of any issued or outstanding capital stock which results in a change
in the controlling interest of, any corporation which directly or indirectly is
Tenant under this Lease or is a general partner of any partnership which
directly or indirectly is Tenant under this Lease, (ii) the issuance of any
additional stock, if the issuance of such additional stock will, result in a
change of the controlling stock ownership of such corporation as held by the
shareholders thereof when such corporation became Tenant under this Lease, and
(iii) the sale, assignment or transfer of a general partner's interest in the
partnership^jwhich js Tenant under this Lease. Any subsequent transfer shall
require the consent of the Landlord as provided herein.

         F. Landlord agrees thgit it shall accept or reject any request for an
assignment or subletting of the demised premises Within fifteen (15) days after
actual receipt of written notice of Tenant's desire to sublet or assign the
premises provided Tenant has satisfied all of the requirements set forth in
t^ais.Arti.cie


24.


25. NO WARRANTY AS TO FITNESS OF DEMISED PREMISES

         Tenant accepts the building, improvements and personalty on the leased
premises in their present state, except for Landlord's work to be completed as
set forth in paragraph 38 hereof, and without any representation or warranty by
the Landlord as to the condition of such property or as to its use. The Landlord
shall not be responsible for any latent defect or change of condition in such
building, improvements, and personalty, and the rent shall in no event be
withheld or diminished on account of any defect in such property, any change in
the conditions, any damage occurring thereto, or the existence of ANY violations
of the laws or regulations of any governmental authority.

         The Landlord makes no representation that the Certificate of Occupancy
or any local laws or ordinances permit the intended use of the premises as
provided in Article 2 hereof except that annexed hereto is a true and accurate
copy of the existing Certificate of Occupancy for the Demised Premises. The
Tenant represents that they have made independent inquiries as to the use and
occupancy of the demised premises and acknowledges that this lease shall remain
in full force and effect even if such use is not permitted by the Certificate of
Occupancy.

26. REAL ESTATE TAX

         Tenant shall pay, as additional rent/ twenty-five (25%) percent of all
real property taxes and general and special assessments levied and assessed
against the land and buildings in which the demised premises, '^re a part known
as Block 6035 , Lot 4, Brooklyn, New York (the "Buildings").

         Each year the Landlord shall notify the Tenant of the real property
taxes and together with such notice shall furnish Tenant with a copy of the
current years tax bills. Tenant shall reimburse Landlord-tor its share of the
real property taxes and general and special assessments, with such paynneh&'ito
be due to Landlord on July 1 and January 1 of each year and within ten (1'6)
days after written notification thereof.





                                      -10-
<PAGE>


         Landlord's failure during tile lease/term to prepare and deliver any of
the foregoing tax statements or Landlord's failure to make a demand for
additional rent due hereunder shall not in any way waive or cause Landlord to
forfeit or surrender its rights to collect any of the foregoing items of
additional rent which may have become due during the term of this Lease.
Tenant's liability for the amounts due under this Paragraph shall survive the
expiration of the term of this Lease. In no event shall any tax adjustment
hereunder result IN A decrease in the Basic Rent.

27. SERVICE OF PROCESS

         The Tenant represents that it is subject to service of process in the
State of New York and covenants^ nat it will remain so throughout the term of
this Lease and any renewals thereof. If for any reason the Tenant should cease
to be so subject to service of process in the State of New York, the Tenant
hereby designates and appoints, without power of revocation, the President of
the Tenant and his successor(s) as its agent for Service of process, and if such
agent shall cease to act or otherwise cease to be subject to service of process
in the State of New York, the, Secretary of State of the State of New York, as
the respective agents of the Tenant upon whom may be served all process,
pleadings, notices or other papers which may be served upon the Tenant as a
result of any of its obligations under this Lease.

 28. CONSENT TO JURISDICTION

         The Tenant irrevocably and unconditionally (a) agrees that any suit,
action or other legal proceedings arising out of this Agreement may be brought
in the courts of record of the State of New York in Kings County or the courts
of the United States, Eastern District of New York; (b) consents to jurisdiction
of each such court in any such suit, action or proceeding; and (c) waives any
objection which it may have to the laying of venue of any such suit, action or
proceeding in any of such courts. The Tenant agrees and consents that any such
service of process upon such agent and written notice of such service to the
Tenant in the manner set forth above shall be taken and held to be valid
personal service upon the Tenant whether or not the Tenant shall then be doing,
or at any time shall have done, business within the State of New York and that
any such service of process shall be of the same force and validity as if
service were made upon it according to the laws governing the validity "and
requirements of such service in the State of New York and waives all claim of
error by reason of any such service. Such agent shall not have any power or
authority to enter any appearance or to file any pleadings in connection with
any suit, action or other legal proceedings against the Tenant or to conduct the
defense of any such suit, action or any other legal proceeding except as
expressly authorized by the Tenant.

29. SUPPLEMENTING ARTICLE

         Landlord's consent shall not be required for minor changes to the
demised premises ^uch as painting, carpeting, wallcoverings, and installation of
computer systems, cabinets and shelves. All other renovations, additions,
installations, improvements and/or alterations of any kind or nature in the
demised premises (herein 'Tenant's Changes") shall require the prior written
consent of Landlord thereto which, in the case of non-structural interior
Tenant's Changes, Landlord agrees not to unreasonably withhold. In granting its
consent to any Tenant's Changes, Landlord may impose such conditions (as to
guarantee of completion, payment, restoration and otherwise including, the
requirement of Tenant to post a bond to insure the completion of Tenant's
Changes) as Landlord may require. In no event shall Landlord be required to
consent to any Tenant's Change which would adversely affect the proper
functioning of the mechanical, electrical, sanitary or other service systems of
the building. At the time Tenant 'requests Landlord's written consent to any
Tenant's Changes, Tenant shall deliver to Landlord detailed plans and
specifications therefor. Tenant shall pay any fees or expenses incurred by
Landlord in connection with





                                      -11-
<PAGE>


LANDLORD'S SUBMITTING SUCH PLANS AND SPECIFICATIONS, IF IT SO CHOOSES, TO AN
ARCHITECT OR ENGINEER SELECTED BY LANDLORD FOR REVIEW OR EXAMINATION AND/OR FOR
SUPERVISION DURING PERFORMANCE OF TENANT'S CHANGES. LANDLORD'S APPROVAL OF ANY
PLANS OR SPECIFICATIONS DOES NOT RELIEVE TENANT FROM THE RESPONSIBILITY FOR THE
LEGAL SUFFICIENCY AND TECHNICAL COMPETENCY THEREOF. TENANT BEFORE COMMENCEMENT
OF ANY TENANT'S CHANGES SHALL:

         1. OBTAIN THE NECESSARY CONSENTS, AUTHORIZATIONS AND LICENSES FROM ALL
FEDERAL, STATE AND/OR MUNICIPAL AUTHORITIES HAVING JURISDICTION OVER SUCH WORK.

         2. FURNISH TO LANDLORD A CERTIFICATE OR CERTIFICATES OF WORKMEN'S
COMPENSATION INSURANCE COVERING ALL PERSONS WHO WILL, PERFORM TENANT'S CHANGES
FOR TENANT OR ANY CONTRACTOR, SUBCONTRACTOR OR OTHER PERSON.

         3. OBTAIN A BOND WITH A SURETY COMPANY AUTHORIZED TO DO BUSINESS IN THE
STATE OF NEW YORK AS SURETY THEREON, TO INDEMNIFY AND SAVE HARMLESS THE LANDLORD
FROM ALL CLAIMS, EXPENSES AND DAMAGES BY REASON OF THE INSTALLATION, PERFORMANCE
OF ANY OF THE SAID WORK, OR OF THE FURNISHING OF ANY MATERIALS.

         TENANT SHALL, UPON COMPLETION OF ALTERATIONS, OBTAIN A CERTIFICATE OR
CERTIFICATES OF OCCUPANCY OR LETTERS OF COMPLETION WITH RESPECT TO ANY AND ALL
TENANT'S CHANGES WHERE SUCH IS REQUIRED BY THE MUNICIPAL AUTHORITIES HAVING
JURISDICTION OVER SUCH WORK.

         TENANT AGREES TO INDEMNIFY AND SAVE LANDLORD HARMLESS FROM AND AGAINST
ANY AND ALL BILLS FOR LABOR PERFORMED AND EQUIPMENT, FIXTURES AND MATERIALS
FURNISHED TO TENANT AND APPLICABLE SALES TAXES THEREON AS REQUIRED BY NEW YORK
LAW, AND FROM AND AGAINST ANY AND ALL LIENS, BILLS OR CLAIMS THEREFOR OR AGAINST
THE DEMISED PREMISES OR THE BUILDING AND FROM ARID AGAINST ALL LOSSES, DAMAGES,
COSTS, EXPENSES, SUITS AND CLAIMS WHATSOEVER IN CONNECTION WITH TENANT'S
CHANGES. THE COST OF TENANT'S CHANGES SHALL BE PAID FOR IN CASH OR ITS
EQUIVALENT, SO THAT THE DEMISED PREMISES AND THE BUILDING SHALL AT ALL TIMES BE
FREE OF LIENS FOR LABOR AND MATERIALS SUPPLIED OR CLAIMED TO HAVE BEEN SUPPLIED.

         TENANT, AT ITS EXPENSE, SHALL CAUSE ANY TENANT'S CHANGES CONSENTED TO
BY LANDLORD TO BE PERFORMED IN COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF
INSURANCE BODIES HAVING JURISDICTION AND IN SUCH MANNER AS NOT TO INTERFERE
WITH, DELAY OR IMPOSE ANY ADDITIONAL EXPENSE UPON THE LANDLORD IN THE
MAINTENANCE OR OPERATION OF THE BUILDING AND SO AS TO MAINTAIN HARMONIOUS LABOR
RELATIONS IN THE BUILDING. TENANT HEREBY AGREES TO REMOVE ALL TENANT CHANGES
PRIOR TO THE EXPIRATION OF THIS AGREEMENT AND SHALL RESTORE THE DEMISED PREMISES
TO THE CONDITION EXISTING AS OF THE COMMENCEMENT HEREOF.

         IF THE PERFORMANCE OF TENANT'S CHANGES SHALL INTERFERE WITH THE COMFORT
AND/OR CONVENIENCE OF OTHER TENANTS IN THE BUILDING OR SHALL CAUSE DAMAGE TO OR
OTHERWISE INTERFERE WITH THE OCCUPANCY OF ADJACENT BUILDINGS. TENANT SHALL UPON
LANDLORD'S DEMAND REMEDY OR REMOVE THE CONDITION OR CONDITIONS COMPLAINED OF.
TENANT FURTHER COVENANTS AND AGREES TO INDEMNIFY AND SAVE LANDLORD HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, SUITS AND
DEMANDS WHATSOEVER MADE OR ASSERTED AGAINST LANDLORD BY REASON OF THE FOREGOING.


30. HAZARDOUS MATERIALS

         TENANT SHALL NOT CAUSE OR PERMIT ANY HAZARDOUS MATERIALS (HEREINAFTER
DEFINED) TO BE USED, STORED, TRANSPORTED, RELEASED, HANDLED, PRODUCED OR
INSTALLED IN, ON OR FROM THE DEMISED PREMISES OR THE BUILDING. "HAZARDOUS
MATERIALS", AS USED HEREIN, SHALL MEAN ANY FLAMMABLES, EXPLOSIVES, RADIOACTIVE
MATERIALS, HAZARDOUS WASTES, HAZARDOUS AND TOXIC SUBSTANCES OR RELATED
MATERIALS, ASBESTOS OR ANY MATERIAL CONTAINING ASBESTOS, OR ANY OTHER SUBSTANCE
OR MATERIAL AS DEFINED BY ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW,
ORDINANCE, RULE OR REGULATION INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE




                                      -12-
<PAGE>


HAZARDOUS MATERIALS TRANSPORTATION ACT, AS AMENDED, THE RESOURCE CONSERVATION
AND RECOVERY ACT, AS AMENDED, AND IN THE REGULATIONS ADOPTED AND PUBLICATIONS
PROMULGATED PURSUANT TO EACH OF THE FOREGOING. NOTWITHSTANDING THE FOREGOING.
TENANT SHALL BE PERMITTED TO USE, STORE, HANDLE AND TRANSPORT HAZARDOUS
MATERIALS APPROPRIATE FOR THE PERFORMANCE OF THE SERVICES PERMITTED UNDER THE
TERMS OF THIS AGREEMENT PROVIDED TENANT SHALL MAINTAIN ALL RESPONSIBILITY FOR
THE SEPARATION AND DISPOSAL OF SUCH ITEMS AND SHALL INDEMNIFY AND HOLD HARMLESS
THE LANDLORD AGAINST ANY COST AND EXPENSES, INCLUDING BUT NOT LIMITED TO
REASONABLE ATTORNEYS' FEES, FINES AND PENALTIES IMPOSED AGAINST THE LANDLORD OR
THE BUILDING FOR THE IMPROPER SEPARATION, USE AND/OR DISPOSAL OF SUCH ITEMS.

31. INTENTIONALLY OMITTED

32. DISSOLUTION OR MERGER OF TENANT

         The Tenant covenants and agrees that at all times during the term of
this Agreement, it will (i) maintain its corporate existence, (ii) continue to
be a corporation subject to service of process in the State and either organized
under the laws of the State, or organized under the laws of any other state of
the United States and duly qualified to do business as a foreign corporation in
this State, (iii) not liquidate, wind-up or dissolve or otherwise dispose of all
or substantially all of its property, business or assets remaining after the
execution and delivery of this Agreement/and (iv) not consolidate with or merge
into another corporation or permit one or more corporations to consolidate with
or merge into it. The Tenant may, however, without violating the foregoing,
consolidate with or merge into another corporation, or permit one or more
corporations to consolidate with or merge into it, or sell or otherwise transfer
all or substantially all of its property, business or assets to another such
corporation (and thereafter liquidate, wind-up or dissolve or not, as the Tenant
may elect) if the Tenant is the surviving corporation. The Tenant further
covenants and agrees that it is and throughout the term of this Agreement will
continue to be duly qualified to do business in the State and that any
corporation succeeding to the rights of the Tenant under this Agreement shall be
and continue to be duly qualified to do business in the State.


33. UTILITIES AND OTHER SERVICES I

         Except as herein specifically provided, durjng the demised term.
Landlord shall not be required to furnish or supply any services to Tenant
and/or the Demised Premises including, without limitation, eleofc^city,
air-conditioning, gas, hot or cold water or steam. Any such services shall be
furnished by Tenant at Tenant's sole cost and expense. Tenant shall pay one
hundred percent (100%) 0f all water consumed and for all sewer charges relating
to the Demised Premises if such premises is separately metered or twenty-five
(25(Degree)/o) percent of all water and sewer charges related to the building in
which the Demised Premises are a part in the event the building is serviced by a
single meter. Tenant shall pay to Landlord twenty-five (25%) percent of the cost
of providing heat to the building in which the Demised Premises are a part.
Landlord shall be responsible for the maintenance and repairs to the heating
unit and if Landlord fails to maintain or repair the heating unit after three
(3) business days, with prior written notice to Landlord, the Tenant may make
reasonable repairs to such heating unit and deduct the cost thereof from the
rent next due to Landlord after having presented documentation thereof to
Landlord.

34. PERMITS, LICENSES, ETC.

         Tenant shall, at its own cost and expense, obtain any and all permits,
licenses and/or certificates, of whatsoever kind or nature, from any and all
authorities having jurisdiction over the demised premises necessary or required
for the occupation and use of the demised premises as provided for in this
lease.





                                      -13-
<PAGE>


 35. MISCELLANEOUS .

         A. Intentionally omitted.

         B. The terms "person" and "persons" as used in this lease shall be
deemed to include natural persons, firms, corporations, associations and any
other private or public entities.

         C. No receipt of monies by Landlord from Tenant, after any reentry or
after the cancellation or termination of this lease in any lawful manner, shall
reinstate the lease; and after the service of notice to terminate this lease, or
after the commencement of any action, proceeding or other remedy. Landlord may
demand, receive and collect any monies due, and apply them on account of
Tenant's obligations under this lease but without in any respect affecting such
notice, action, proceeding or remedy, except that if a money judgment is being
sought in any such action or.proceeding, the amount of such judgment shall be
reduced by such payment.

         D. If Tenant is in arrears in.;jkhe payment of fixed rent or additional
rent. Tenant waives its right, if any, to designate the items in arrears against
which any payments made by Tenant are to be credited and Landlord .nay apply any
of such payments to any such items in arrears as Landlord, in its sole
discretion, shall determine, irrespective of any designation or request by
Tenant o as"$o the items against which any such payments shall be credited.

          E. No payment by Tenant nor receipt by Landlord of a lesser amount
 than may be required to be paid hereunder shalk'be deemed to be other than on
 account of any such payment, nor shall any endorsement or statement on any
 check or any letter accompanying any check tendered' as payment be deemed an
 accord and satisfaction and Landlord may accept such check or payment without
 prejudice to Landlord's right to recover the balance of such payment due or
 pursue any other remedy in this lease provided.
 :
         F. If in this lease it is provided that Landlord's consent or approval
as to any matter will not be unreasonably withheld, and it is established by a
court or body having final jurisdiction thereover that Landlord has been
unreasonable, the only effect of such finding shall be that Landlord shall be
deenjied to have given its consent or app.-qval and the prevailing party shall
be entitled to reasonable attorney's fees costs and expenses relate thereto not
to exceed $1,500.00; but Landlord shall not be liable to Tenant in any respect
for money damages by reason of withholding its consent, provided, however, that
in the event that Tenant should obtain an unappealable'final judgment that
Landlord acted in a willful or capricious manner in denying such consent, then
the foregoing limitations shall not apply.

         G. Tenant represents that it will not engage in any activity on the
premises during the term of this lease that will result in the demised premises
being subject to forfeiture. In the event of a breach of this representation or
covenant, this Agreement shall be immediately terminated if such activity ,is
not discontinued within three (3) days after written notice thereof, and the
Landlord shall be permitted to commence a holdover proceeding to remove Tenant
from the demised premises. This remedy shall be in addition to all other
remedies available to the Landlord.

         H. If after default In payment of rent or violation of any other
provision of this Lease, or upon the expiration of this Lease, the Tenant moves
out or is dispossessed and fails to remove any trade fixtures, moveable office
equipment and furniture, or property prior to such said default, removal,
expiration of lease, or prior to the issuance of the final order or execution of
the warrant, then and in that event, the said fixtures and property shall become
the property of the owner of the building, or if the owner elects, all or part
of such fixtures, equipment, furniture and other property may be removed from
the premises by owner at Tenant's expense. "





                                      -14-
<PAGE>


           I. If the building containing the premises shall be sold or leased or
 the lease thereof sold, lessor shall be relieved of all obligations hereunder,
 if the purchaser or lessee of the building shall have agreed to perform all
 bbi'igations of lessor hereunder.

          J. Tenant shall and does hereby agree'to attorn to each and every
 mortgagee of the Building or its assigns and to reorganize such mortgagee or
 its respective assigns as its Landlord. Tenant hereby constitutes and appoints
 Landlord Tenant's attorney-in-fact to execute and deliver any such agreement
 for and on behalf of Tenant.


            If, in connection with the procurement, continuation or renewal of
any financing for which the land and/or the Building represents security in
whole or in part, a bank or institutional lender shall request reasonable
modification of this Lease as a condition of such financing. Tenant will not
withhold consent thereto, provided that such modifications do not materially
increase the obligations of Tenant under this Lease or materially and adversely
affect any rights of Tenant thereunder. Tenant shall Consent or object to such
modification within twenty (20) days following Landlord's request, and any
modifications not objected to within such twenty (20), day period shall be
deemed consented to by Tenant. If Tenant shall object to a materially adverse
modification. Landlord may demand in writing thatTenant consent thereto or
surrender this Lease, in which event, if Tenant does not consent thereto within
twenty (20) days after such demand, Tenant's Lease shall terminate as of the
30th day following such demand.

         K. Landlord reserves the right, without liability to Tenant and without
constituting any (Claim of constructive eviction, to stop or interrupt any
heating, water, or other service, and to stop or interrupt any permitted use of
any building facilities, at such times as may be necessary and for as long as
may reasonably be required by reason of accidents, strikes, or the making of
repairs, alterations or improvements, or inability to secure a proper supply of
fuel, steam, water, electricity, labor or supplies, or by reason of any other
similar or dissimilar cause beyond the reasonable control of Landlord. No such
stoppage or interruption shall entitle Tenant to any diminution or abatement of
rent or other compensation, nor shall this lease or any of the obligations of
Tenant be affected or reduced by reason of any such stoppage or interruption.

36. ADDITIONAL PROVISIONS:

         A. If after default in payment of rent or Violation of any other
provision of this lease, or upon the expiration of this lease, the Tenant moves
out or is dispossessed and fails to remove any removable trade fixtures,
machinery or other personal property installed by Tenant prior to such default,
removal, expiration of lease, or prior to the issuance of the Final order or
Execution of the Warrant, then and in that event, the said fixtures, machinery
and personal property shall be deemed abandoned by the said Tenant and shall
become the property of the Landlord.

         B. Tenant shall keep all plate window glass in the said demised
premises insured and such policy of insurance shall include landlord therein as
a party assured and in the event tenant neglects to keep said plate window glass
insured and loss or injury occurs thereto, said tenant shall replace the same at
its own cost and expense, and in case of injury or damage to said plate window
glass and tenant having failed to replace the same, landlord may cause such
damage to be replaced and charge the same to tenant and collect the same as
additional rent under the lease with any rent then due or thereafter to become
due and further, in the event tenant fails to deliver such policy of insurance
to landlord within ten (10) days after commencement of the term of this (ease,
landlord may, with no obligation to do so, secure such insurance at tenant's
expense and collect same as additional rent. Any policy purchased by landlord,
not to exceed one year. Interim binder acceptable until certificate issued.





                                      -15-
<PAGE>


         C. LANDLORD AND TENANT HEREBY AGREE THAT THIS LEASE OR ANY MEMORANDUM
THEREOF SHALL NOT BE RECORDED IN WHOLE OR IN PART OR IN ANY OTHER FORM, EXCEPT
BY LANDLORD AT LANDLORD'S OPTION.


                                              /S/ ROBERT J. SABBAGH, LANDLORD
                                              -------------------------------

                                              /S/ HENRY J. WARDI, LANDLORD
                                              ----------------------------

                                              /S/ GEORGE A. WARDI, LANDLORD
                                              -----------------------------


                                              LORCOM TECHNOLOGIES, INC.


                                              BY: /S/ HENRY DOIBAN, PRESIDENT
                                              -------------------------------


















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