EXHIBIT 10.60

                                 LEASE AGREEMENT


     Agreement  of Lease,  made on this  first  day of August in the year  2001,
between  BFS  Realty,  LLC,  with  an  office  at 26  Harbor  Park  Drive,  Port
Washington, NY 11050, party of the first part, hereinafter referred to as OWNER,
and National Medical Health Card Systems, Inc., a New York corporation,  with an
office at 26 Harbor Park Drive,  Port Washington,  New York 11050,  party of the
second part, hereinafter referred to as TENANT,

     Witnesseth:  Owner  hereby  leases to Tenant and Tenant  hereby  hires from
Owner  approximately  26,567 square feet in the building known as 26 Harbor Park
Drive, Port Washington,  New York 11050 (the "Building") in the County of Nassau
for the term of ten (10 years) (or until such term shall sooner cease and expire
as  hereinafter  provided)  to  commence  on the first day of August in the year
2001,  and to end on the  last  day of July in the year  2011,  and  both  dates
inclusive,  at an annual rate of Three Hundred Thirty-six Thousand Seven Hundred
Eighty Dollars ($336,780.00) for the period from August 1, 2001 through July 31,
2002 and  thereafter  as  provided  in Rider B  attached  hereto and made a part
hereof  which Tenant  agrees to pay in lawful  money of the United  States which
shall be in 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 the Owner or such other
place as Owner may designate, without any setoff or deduction whatsoever.

     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 covenant
as follows:

     Rent:

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

Occupancy:

     2.  Tenant  shall use and  occupy the  demised  premises  for office  space
provided such use is in  accordance  with the  certificate  of occupancy for the
building, if any, and for no other purpose.

Alterations:

     3. Tenant shall make no changes in or to the prior written consent. Subject
to the  prior  written  consent  of the  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, using contractors or mechanics first approved in each instance
by  Owner.  Tenant  shall,  at  its  expense,  before  making  any  alterations,
additions,  installations  or  improvements  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.  Tenant
agrees to carry,  and will cause Tenant's  contractors  and  sub-contractors  to
carry,  such worker'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 (30) days thereafter,  at Tenant's  expense,  Tenant taking all necessary
legal steps,  including the filing of such bonds as may be set by any Court,  to
remove the mechanic's lien. All fixtures and all paneling, partitions,  railings
and like installations, installed in the demised premises at any time, either by
Tenant or by Owner on Tenant's  behalf,  shall,  upon  installation,  become the
property  of Owner and shall  remain  upon and be  surrendered  with the demised
premises  unless Owner, by notice to Tenant no later than twenty (20) days prior
to the date fixed as the termination of this lease, elects to relinquish Owner's
right thereto and to have them removed by Tenant,  in which event the same shall
be removed from the demised  premises by Tenant prior to the  expiration  of the
lease, at Tenant's  expense.  Nothing in this article shall be construed to give
Owner title to, or to prevent  Tenant's  removal of,  trade  fixtures,  moveable
office  furniture  and  equipment,  but upon  removal  of same from the  demised
premises,  or upon removal of other  installations  as may be required by Owner,
Tenant shall  immediately,  and at its  expense,  repair and restore the demised
premises to the condition existing prior to any such  installations,  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  demised  premises  after  Tenant's  removal  shall be  deemed
abandoned  and may, at the election of Owner,  either be retained as property or
removed from the demised premises by Owner, at Tenant's expense.

Repairs:

     4. See Rider C.

Window Cleaning:

     5. Tenant will not clean nor require, permit, suffer or allow any window in
the demised  premises to be cleaned from the outside in violation of Section 202
of the New York State Labor Law or any other applicable law, or the Rules 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 shall, at Tenant's sole cost and
expense,   promptly  comply  with  all  present  and  future  laws,  orders  and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer  pursuant to law,
and  all  orders,   rules  and  regulations  of  the  New  York  Board  of  Fire
Underwriters,  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 of the
demised premises of the building  (including the use permitted under the lease).
Except as provided in Article 30 hereof,  nothing herein shall require Tenant to
make structural  repairs or alterations  unless Tenant has, by its manner of use
of the demised premises or method of operation therein,  violated any such laws,
ordinances,  orders,  rules,  regulations or requirements  with respect thereto.
Tenant  shall not do or permit any act or thing to be done in or to the  demised
premises  which is contrary to law, or which will  invalidate  or be in conflict
with public  liability,  fire or other policies of insurance at any time carried
by or for the benefit of Owner.  Tenant  shall not keep  anything in the demised
premises except as now or hereafter  permitted by the Fire Department,  Board of
Fire Underwriters, Fire Insurance Rating Organization and other authority having
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
demised  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.  If by reason of the failure to comply with
the foregoing the fire insurance  rate shall,  at the beginning of this lease or
at any time thereafter,  be higher than it otherwise would be, then Tenant shall
reimburse  Owner,  as additional  rent  hereunder,  for that portion of all fire
insurance charged because of such failure by Tenant. In any action or proceeding
wherein  Owner and Tenant are  parties,  a schedule or "make-up" or rate for the
building  or demised  premises  issued by a body  making  fire  insurance  rates
applicable  to said premises  shall be conclusive  evidence of the facts therein
stated and of the  several  items and charges in the fire  insurance  rates then
applicable to said premises. Tenant shall not place a load upon any floor of the
demised  premises  exceeding  the floor load per  square  foot area which it was
designed  to carry and which is  allowed  by law.  Owner  reserves  the right to
prescribe the weight and position of all safes, business machines and mechanical
equipment.  Such  installations  shall be placed and  maintained  by Tenant,  at
Tenant's expense,  in settings  sufficient,  in Owner's 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  the  demised  premises  are a  part,  and to all  renewals,
modifications,   consolidations,   replacements   and  extensions  of  any  such
underlying  leases and  mortgages.  This clause shall be  self-operative  and no
further  instrument  or  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall form time to time execute  promptly any certificate  that Owner may
request.

Tenant's Liability Insurance Property Loss, Damage, 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 to, the negligence of Owner, its agents,  servants,  or
employees;  Owner or its agents  shall not be liable  for any  damage  caused by
other tenants or persons in, upon or about said building or caused by operations
in  connection  of any private,  public or quasi public work. If at any time any
windows of the demised premises are temporarily  closed,  darkened or bricked up
(or  permanently  closed,  darkened  or bricked  up, if required by law) for any
reason whatsoever  including,  but not limited to, Owner's own acts, Owner shall
not be liable for any damage  Tenant may sustain 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 Tenant, Tenant's agents, contractors, employees, invitees or
licensees. Tenant's liability under this lease extends to the acts and omissions
of any subtenant and any agent, contractor, employee, invitee or licensee of any
subtenant.  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, Fire 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 to Owner and this lease
shall continue in full force and effect except as hereinafter set forth.  (b) If
the demised  premises are partially  damaged or rendered  partially  unusable by
fire or other  casualty,  the damages  thereto  shall be repaired by, and at the
expense of, Owner,  and the Rent and other items of additional  rent, until such
repair  shall be  substantially  completed,  shall be  apportioned  from the day
following the casualty  according to the part of the demised  premises  which is
usable.  (c) If the  demised  premises  are totally  damaged or rendered  wholly
unusable by fire or other casualty,  then the rent and other items of additional
rent as hereinafter  expressly provided shall be proportionately  paid up to the
time of the casualty and thenceforth shall cease until the date when the demised
premises shall have been repaired and restored by Owner (or sooner reoccupied in
part by Tenant then rent shall be  apportioned  as provided  in  subsection  (b)
above), 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 ninety (90) days after such fire or casualty,  or
thirty  (30)  days  after  adjustment  of the  insurance  claim for such fire or
casualty,  whichever  is sooner,  specifying  a date for the  expiration  of the
lease,  which  date  shall not be more than  sixty (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 demised premises without prejudice however,  to Owner's
rights and remedies against Tenant under the lease provisions in effect prior to
such  termination,  and any rent owing  shall be paid up to such  date,  and any
payments of rent made by Tenant  which were on account of any period  subsequent
to such date shall be returned to Tenant. Unless Owner shall serve a termination
notice as provided herein,  Owner shall make the repairs and restorations  under
the conditions of (b) and (c) hereof,  with all reasonable  expedition,  subject
the 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  demised  premises  as  promptly as
reasonably  possible,   all  of  Tenant's  salvageable   inventory  and  movable
equipment,  furniture,  and other  property.  Tenant's  liability for rent shall
resume five (5) days after written  notice from Owner that the demised  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,  including
Owner's  obligation to restore under  subparagraph  (b) above,  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  with  respect to  subparagraphs  (b),  (d) and (e) above,
against  the other or any one  claiming  through or under each of them by way of
subrogation  or otherwise.  The release and waiver  herein  referred to shall be
deemed  to  include  any loss or damage to the  demised  premises  and/or to any
personal  property,  equipment,  trade fixtures,  goods and merchandise  located
therein.  The  foregoing  release  and  waiver  shall be in  force  only if both
releasor's  insurance  policies  contain a clause providing that such a lease 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  benefiting  from the waiver shall pay such  premium  within ten (10) 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  provision  of this  article  shall govern and
control in lieu thereof.

Eminent Domain:

     10. See Rider A.

Assignment, Mortgage, Etc.:

     11.  Subject  to  Article  A-22  hereof,  Tenant,  for  itself,  its heirs,
distributees,  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 or the
majority  partnership  interest  of a  partnership  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,  undertenant 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,  undertenant 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.  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 any portion of the building, or which Owner may elect to perform in
the demised premises after Tenant's failure to make repairs, or perform any work
which  Tenant is obligated  to perform  under this lease,  or for the purpose of
complying  with  laws,   regulations   and  other   directions  of  governmental
authorities.  Tenant shall permit Owner to use,  maintain and replace  pipes and
conduits  in and  through  the  demised  premises,  and to erect  new  pipes and
conduits therein provided, wherever possible, they are within walls or otherwise
concealed.  Owner may, during the progress of any work in the demised  premises,
take all necessary  materials and equipment into said premises  without the same
constituting an eviction,  nor shall Tenant be entitled to any abatement of rent
while  such  work  is in  progress,  nor to any  damages  by  reason  of loss or
interruption  of business or otherwise.  Throughout  the term hereof Owner shall
have the right to enter the demised premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and
during the last six (6) months of the term for the  purpose of showing  the same
to prospective  tenants,  and may, during said six (6) months period, place upon
the demised  premises  the usual  notices "To Let" and "For Sale" which  notices
Tenant  shall permit to remain  thereon  without  molestation.  If Tenant is not
present to open and permit an entry into the demised 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 Tenant's property  therefrom,  Owner may immediately enter,
alter,  renovate  or  redecorate  the demised  premises  without  limitation  or
abatement of rent, or incurring  liability to Tenant for any  compensation,  and
such act shall have no effect on this lease or Tenant's obligation 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,  blueprint  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 authority,  Owner shall not be subject to
any liability, nor shall Tenant be entitled to any compensation or diminution or
abatement of rent,  nor shall such  revocation,  diminution  or  requisition  be
deemed  constructive  or actual  eviction.  Any tax,  fee or charge of municipal
authorities  for such vault or area shall be paid by Tenant,  if used by Tenant,
whether or not specifically leased hereunder.

Occupancy:

     15.  Tenant  will not at any time use or occupy  the  demised  premises  in
violation of the  certificate of occupancy  issued for the building of which the
demised  premises  are a part.  Tenant has  inspected  the demised  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 demised premises and Tenant agrees to accept the same subject to violations,
whether  or not of  record.  If any  governmental  license  or  permit  shall be
required for the proper and lawful conduct of Tenant's business, Tenant shall be
responsible for, and shall procure and maintain, such license or permit.

Bankruptcy:

     16. (a) Anything  elsewhere in this lease to the contrary  notwithstanding,
this  lease may be  cancelled  by Owner by  sending  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 a debtor; or (2) the making by Tenant of an assignment of
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 demised 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  owing  Tenant's
interest in this lease. (b) It is stipulated and agreed that in the event of the
termination  of this  lease  pursuant  to (a)  hereof,  Owner  shall  forthwith,
notwithstanding any other provisions of this lease to the contrary,  be entitled
to recover from Tenant,  as and for liquidated  damages,  an amount equal to the
difference  between the rental reserved  hereunder for the unexpired  portion of
the term  demised  and the  fair  and  reasonable  rental  value of the  demised
premises for the same period.  In the computation of such damages the difference
between  any  installment  of rent  becoming  due  hereunder  after  the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such  installment  was payable  shall be  discounted to the
date of termination  at the rate of four percent (4%) per annum.  If the demised
premises or any part  thereof be relet by 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 demised  premises so re-let  during the term of the
re-letting.  Nothing herein  contained shall limit or prejudice the right of the
Owner  to  prove  for  and  obtain  as  liquidated  damages  by  reason  of such
termination,  an amount  equal to the maximum  allowed by any statute or rule of
law in effect at the time when,  and governing the  proceedings  in which,  such
damages  are 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
for the payment of rent or additional  rent; or if the demised  premises becomes
vacant or deserted, or if this lease be rejected under ss.365 of Title 11 of the
U.S. Code  (Bankruptcy  Code); or if any execution or attachment shall be issued
against Tenant or any of Tenant's property  whereupon the demised premises shall
be taken or  occupied by someone  other than  Tenant;  or if Tenant  shall be in
default with respect to any other lease between  Owner and Tenant;  or if Tenant
shall have failed,  after five (5) days written notice,  to redeposit with Owner
any portion of the security  deposited  hereunder which Owner has applied to the
payment of any rent and additional rent due and payable hereunder;  or if Tenant
fails to move into or take possession of the demised premises within thirty (30)
days after the commencement of the term of this lease, of which fact Owner shall
be the sole judge; then in any one or more of such events,  upon Owner serving a
written  fifteen  (15) days  notice upon  Tenant  specifying  the nature of said
default, and upon the expiration of said fifteen (15) 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  fifteen  (15) day period,  and if Tenant  shall not have
diligently  commenced  during such default  within such fifteen (15) 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 five (5) days notice
of cancellation of this lease upon Tenant,  and upon the expiration of said five
(5) days this  lease and the term  thereunder  shall end and expire as fully and
completely as if the  expiration of such five (5) day period were the day herein
definitely  fixed for the end and expiration of this lease and the term thereof,
and Tenant  shall then quit and  surrender  the demised  premises to Owner,  but
Tenant shall remain liable as hereinafter  provided.  (2) If the notice provided
for in (1) herein shall have been given, and the term shall expire as aforesaid;
or if Tenant shall be in 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 the demised  premises,  and remove
their effects and hold the demised  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, and  additional  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  demised  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,  (c)
Tenant  or the  legal  representatives  of  Tenant  shall  also  pay to Owner as
liquidated  damages  for the  failure  of Tenant to  observe  and  perform  said
Tenant's  covenants  herein  contained,  any deficiency  between the rent hereby
reserved and or covenanted  to be paid and the net amount,  if any, of the rents
collected on account of the subsequent  lease or leases of the demises  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 demised  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,  reasonable 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 the
Owner's sole  judgment,  considers  advisable  and  necessary for the purpose of
re-letting the demised premises,  and the making of such alternations,  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 rentals 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.

Fees 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,  after  notice if
required, and upon expiration of the applicable grace period, if any, (except in
an emergency),  then, unless otherwise  provided  elsewhere in this lease, Owner
may  immediately,  or at any time  thereafter,  and without notice,  perform the
obligation of Tenant thereunder.  If Owner, in connection with the foregoing, or
in connection  with any default by Tenant in the covenant to pay rent hereunder,
makes any  expenditures  or incurs  any  obligations  for the  payment of money,
including  but not  limited  to  reasonable  attorneys'  fees,  in  instituting,
prosecuting  or  defending  any action or  proceeding,  and prevails in any such
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 ten (10) days of  rendition of any bill
or statement to Tenant  therefor.  If Tenant's  lease term shall have expired at
the time of the 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  diminution  of rental  value and no
liability on the part of Owner by reason of  inconvenience,  annoyance or injury
to  business  arising  from  Owner or other  Tenant  making  any  repairs in the
building  or any such  alterations,  additions  and  improvements.  Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any  controls  of the manner of access to the  building  by  Tenant's  social or
business visitors, as Owner may deem necessary, for the security of the building
and its occupants.

No Representations by Owner:

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

 End of Term:

     22. Upon the  expiration  or other  termination  of the term of this lease,
Tenant shall quit and surrender to Owner the demised premises, "broom-clean," in
good order and condition, ordinary wear and damages which Tenant is not required
to repair as provided elsewhere in this lease excepted,  and Tenant shall remove
all its property from the demised  premises.  Tenant's  obligation to observe or
perform this covenant shall survive the expiration or other  termination of this
lease. 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 34
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 if Owner has not  completed  any work  required to be performed by
Owner, or for any other reason,  Owner shall not be subject to any liability for
failure to give  possession on said date and the validity of the lease shall not
be impaired  under such  circumstances,  nor shall the same be  construed in any
wise to extend the term of this lease,  but the rent payable  hereunder shall be
abated  (provided  Tenant is not  responsible  for Owner's  inability  to obtain
possession  or complete  any work  required)  until after Owner shall have given
Tenant notice that Owner is able to deliver possession in the condition required
by this lease.  If permission is given to Tenant to enter into possession of the
demised  premises,  or to occupy the 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  possession  and/or  occupancy  shall be
deemed to be under all the terms,  covenants,  conditions and provisions of this
lease,  except the obligation to pay the fixed annual rent set forth in page one
of this lease.  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
amount than the monthly rent herein  stipulated shall be deemed to be other than
on  account  of the  earliest  stipulated  rent,  nor shall any  endorsement  or
statement of any check or any letter  accompanying  any check or payment as rent
be deemed an accord and satisfaction, and Owner may accept such check or payment
without prejudice to Owner's right to recover the balance of such rent or pursue
any other remedy in this lease provided. All checks tendered to Owner as and for
the rent of the demises  premises  shall be deemed  payments  for the account of
Tenant.  Acceptance  by Owner of rent from anyone other than Tenant shall not be
deemed to operate as an  attornment  to Owner by the payor of such rent, or as a
consent  by Owner to an  assignment  or  subletting  by  Tenant  of the  demised
premises to such payor, or as a modification of the provisions of this lease. No
act or thing done by Owner or Owner's  agents  during  the term  hereby  demised
shall be deemed an acceptance of a surrender of said premises,  and no agreement
to accept such surrender  shall be valid unless in writing  signed by Owner.  No
employee  of Owner or Owner's  agent  shall have any power to accept the keys of
said premises prior to the termination of the lease, and the delivery of keys to
any such agent or employee  shall not operate as a termination of the lease or a
surrender of the demised 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 the demised
premises,  and any  emergency  statutory or any other  statutory  remedy.  It is
further  mutually  agreed that in the event Owner  commences  any  proceeding or
action for  possession,  including a summary  proceeding  for  possession of the
demised premises, Tenant will not interpose any counterclaim, of whatever nature
or description,  in any such proceeding,  including a counterclaim under Article
4, except for statutory mandatory counterclaims.

Inability to Perform:

     27.  This  Lease and the  obligation  of Tenant to pay rent  hereunder  and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected,  impaired or excused because Owner is
unable to fulfill any of its obligations  under the 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 repairs, additions,  alterations or
decorations,  or is unable to supply, or is delayed in supplying, any equipment,
fixtures or other  materials,  if Owner is prevented or delayed from doing so by
reason of strike or labor troubles,  or any cause whatsoever beyond Owner's sole
control including, but not limited to, government preemption or restrictions, 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 which have been
or are affected, either directly or indirectly, 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.

Water Charges:

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

Sprinklers:

     30. Anything  elsewhere in this lease to the contrary  notwithstanding,  if
the New York Board of Fire Underwriters of the New York Fire Insurance  Exchange
or any bureau,  department or official of the federal,  state or city government
recommend  or  require  the  installation  of a  sprinkler  system,  or that any
changes,  modifications,  alterations,  or additional  sprinkler  heads or other
equipment  be made or  supplied  in an  existing  sprinkler  system by reason of
Tenant's business, the location of partitions, trade fixtures, or other contents
of the  demised  premises,  or for any other  reason,  or if any such  sprinkler
system installations,  modifications, alterations, additional sprinkler heads or
other such equipment, become necessary to prevent the imposition of a penalty or
charge against the full  allowance for a sprinkler  system in the fire insurance
rate set by said Exchange or any other body making fire insurance  rates,  or by
any fire insurance  company,  Tenant shall, at Tenant's  expense,  promptly make
such sprinkler system installations,  changes,  modifications,  alterations, and
supply  additional  sprinkler heads or other equipment as required,  whether the
work involved shall be structural or non-structural in nature.  Tenant shall pay
to Owner as additional  rent 50%, on the first day of each month during the term
of this lease of the contract  price for the sprinkler  supervisory  service for
the Building.

Elevators, Heat, Cleaning:

     31. Tenant shall, at Tenant's expense, keep the demised premises, including
the windows,  clean and in order, to the reasonable  satisfaction of Owner,  and
for that purpose shall employ  person or persons,  or  corporations  approved by
Owner.  Tenant shall pay to Owner the cost of removal of any of Tenant's  refuse
and rubbish from the building.  Bills for the same shall be rendered by Owner to
Tenant at such time as Owner may elect, and shall be due and payable  hereunder,
and the  amount of such bills  shall be deemed to be, and be paid as  additional
rent. Tenant shall,  however,  have the option of independently  contracting for
the removal of such rubbish and refuse in the event that Tenant does not wish to
have same done by employees of Owner.  Under such  circumstances,  however,  the
removal of such refuse and rubbish by others  shall be subject to such rules and
regulations as, in the judgment of Owner, are necessary for the proper operation
of the  building.  Owner  reserves  the right to stop  service  of the  heating,
plumbing  and  electric  systems,  when  necessary,  by  reason of  accident  or
emergency, or for repairs, alterations,  replacements or improvements,  which in
the judgment of Owner are desirable or necessary to be made, until said repairs,
alterations, replacements or improvements shall have been completed.

Security:

     32. Tenant has  deposited  with Owner the sum of $98,227.13 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 to 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 demised  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 vendee or lessee,  and Owner shall  thereupon be released by
Tenant from all liability for the return of such security;  and Tenant agrees to
look to the new Owner solely for the return of said  security,  and it is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new Owner. Tenant further covenants 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,  encumbrance, attempted
assignment or attempted  encumbrance.  See Section A-8.05 - A-8.06 (if included)
in Rider A, attached hereto.

Captions:

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

Definitions:

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

Adjacent Excavation-Shoring:

     35.  If an  excavation  shall be made  upon land  adjacent  to the  demised
premises,  or shall be authorized to be made,  Tenant shall afford to the person
causing  or  authorized  to cause such  excavation,  a 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:

     36.  Tenant  and  Tenant's  servants,   employees,  agents,  visitors,  and
licensees  shall observe  faithfully,  and comply  strictly  with, the Rules and
Regulations  annexed  hereto 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  Rules or
Regulations  hereafter made or adopted by Owner or Owner's  agents,  the parties
hereto  agree to submit  the  question  of the  reasonableness  of such Rules or
Regulations  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  Rules or
Regulations  upon  Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice,  in writing,  upon Owner,  within  fifteen (15)
days after the giving of 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
licensees.

Glass:

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

Estoppel Certificate:

     38. Tenant, at any time, and from time to time, upon at least ten (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  and in full force and effect (or, if
there  have been  modifications,  that the same is in full  force and  effect as
modified and stating the modifications), stating the dates to which the rent and
additional  rent have been paid,  and  stating  whether or not there  exists any
default by Owner under this lease and, if so, specifying each such default.

Directory Board Listing:

     39. If, at the request of, and as  accommodation  to,  Tenant,  Owner shall
place upon the directory  board in the lobby of the building,  one or more names
of persons or entities other than Tenant, such directory board listing shall not
be construed as to the consent by Owner to an assignment or subletting by Tenant
to such person or entities.

Successors and Assigns:

     40. The covenants,  conditions and agreements contained in this lease shall
bind and inure to the  benefit of Owner and Tenant and their  respective  heirs,
distributees,  executors,  administrators,  successors,  and except as otherwise
provided in this lease, their assigns.  Tenant shall look only to Owner's estate
and interest in the land and building for satisfaction of Tenant's  remedies for
the  collection of a judgment (or other judicial  process)  against Owner in the
event of any default by Owner hereunder, and no other property or assets of such
Owner (or any  partner,  member,  officer  or  director  thereof,  disclosed  or
undisclosed), shall be subject to levy, execution of other enforcement procedure
for the satisfaction of Tenant's remedies under, or with respect to, this lease,
the relationship of Owner and Tenant hereunder, or Tenant's use and occupancy of
the demised premises.

SEE RIDERS ANNEXED HERETO CONTAINING ADDITIONAL LEASE PARAGRAPHS.

     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:                           BFS REALTY, LLC

-----------------------------
                                             BY:__________________________[L.S.]

Witness for Tenant:                          NATIONAL MEDICAL HEALTH
                                             CARD SYSTEMS,INC.

____________________________                 BY:__________________________[L.S.]

                                 ACKNOWLEDGEMENT


STATE OF NEW YORK  )
                                 :ss.:
COUNTY OF                    )


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




                                                          NOTARY PUBLIC

<PAGE>



                             IMPORTANT - PLEASE READ




     RULES  AND  REGULATIONS  ATTACHED  TO AND  MADE A PART  OF  THIS  LEASE  IN
ACCORDANCE WITH ARTICLE 36.


     1.  The  sidewalks,  entrances,  driveways,  passages,  courts,  elevators,
vestibules,  stairways, corridors or halls shall not be obstructed or encumbered
by Tenant or used for any  purpose  other than for  ingress  or egress  from the
demised  premises and for delivery of merchandise  and equipment in a prompt and
efficient manner,  using elevators and passageways  designated for such delivery
by Owner.  There  shall not be used in any space,  or in the public  hall of the
building, either by Tenant or by jobbers or others in the delivery or receipt of
merchandise,  any hand  trucks,  except  those  equipped  with rubber  tires and
sideguards.  If said  premises are situated on the ground floor of the building,
Tenant shall further,  at Tenant's expense,  keep the sidewalk and curb in front
of said premises clean and free from ice, snow, dirt and rubbish.

     2. The water and wash closets and plumbing  fixtures  shall not be used for
any purposes other than those for which they were designed or  constructed,  and
no  sweepings,  rubbish,  rags,  acids or other  substances  shall be  deposited
therein, and the expense of any breakage, stoppage, or damage resulting from the
violation  of this  rule  shall be borne by  Tenant,  whether  or not  caused by
Tenant, its clerks, agents, employees or visitors.

     3. No  carpet,  rug or other  article  shall be hung or  shaken  out of any
window of the  building;  and Tenant  shall not sweep or throw,  or permit to be
swept or thrown,  from the demised  premises,  any dirt or other substances into
any of the  corridors  of halls,  elevators,  or out of the doors or  windows or
stairways of the  building,  and Tenant shall not use, keep or permit to be used
or kept, any foul or noxious gas or substance in the demised premises, or permit
or suffer the demised  premises to be occupied or used in a manner  offensive or
objectionable  to Owner or other  occupants of the buildings by reason of noise,
odors,  and or vibrations,  or interfere in any way, with other tenants or those
having business therein,  nor shall any bicycles,  vehicles,  animals,  fish, or
birds be kept in or about the building.  Smoking or carrying  lighted  cigars or
cigarettes in the elevators of the building is prohibited.

     4. No awnings or other  projections  shall be attached to the outside walls
of the building without the prior written consent of Owner.

     5. No sign,  advertisement,  notice or other  lettering shall be exhibited,
inscribed,  painted  or  affixed  by  Tenant on any part of the  outside  of the
demised  premises or the building,  or on the inside of the demised  premises if
the same is visible from the outside of the demised premises,  without the prior
written  consent  of Owner,  except  that the name of Tenant  may  appear on the
entrance  door of the demised  premises.  In the event of the  violation  of the
foregoing by Tenant, Owner may remove same without any liability, and may charge
the expense  incurred  by such  removal to Tenant.  Interior  signs on doors and
directory  tablet shall be inscribed,  painted or affixed for Tenant by Owner at
the expense of Tenant,  and shall be of a size,  color and style  acceptable  to
Owner.

     6. Tenant shall not mark, paint,  drill into, or in any way deface any part
of the demised  premises or the  building of which they form a part.  No boring,
cutting or stringing of wires shall be permitted,  except with the prior written
consent of Owner,  and as Owner may direct.  Tenant shall not lay  linoleum,  or
other similar floor covering, so that the same shall come in direct contact with
the floor of the demised  premises,  and, if  linoleum  or other  similar  floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other  material,  soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.

     7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant,  nor shall any changes be made in existing  locks or
mechanism thereof. Tenant must, upon the termination of his tenancy,  restore to
Owner all keys of stores,  offices and toilet  rooms,  either  furnished  to, or
otherwise  procured  by,  Tenant,  and in the event of the loss of any keys,  so
furnished, Tenant shall pay to Owner the cost thereof.

     8. Freight, furniture, business equipment,  merchandise and bulky matter of
any description shall be delivered to and removed from the demised premises only
on the freight  elevators and through the service  entrances and corridors,  and
only during hours,  and in a manner approved by Owner.  Owner reserves the right
to inspect all freight to be brought into the building,  and to exclude from the
building all freight which  violates any of these Rules and  Regulations  of the
lease, of which these Rules and Regulations are a part.

     9. Tenant shall not obtain for use upon the demised premises ice,  drinking
water,  towel and other similar  services,  or accept  barbering or bootblacking
services in the demised premises,  except from persons  authorized by Owner, and
at hours  and  under  regulations  fixed by Owner.  Canvassing,  soliciting  and
peddling in the building is prohibited and Tenant shall cooperate to prevent the
same.

     10.  Owner  reserves the right to exclude from the building all persons who
do not present a pass to the building signed by Owner. Owner will furnish passes
to  persons  for whom any  Tenant  requests  same in  writing.  Tenant  shall be
responsible for all persons for whom any Tenant requests such pass, and shall be
liable to Owner for all acts of such  persons.  Notwithstanding  the  foregoing,
Owner shall not be required to allow  Tenant or any person to enter or remain in
the  building,  except on  business  days from  8:00  a.m.  to 6:00 p.m.  and on
Saturdays  from 8:00 a.m.  to 1:00 p.m.  Tenant  shall not have a claim  against
Owner by reason of Owner  excluding  from the  building  any person who does not
present such pass.

     11. Owner shall have the right to prohibit any  advertising by Tenant which
in  Owner's  opinion,  tends to impair the  reputation  of the  building  or its
desirability  as a loft  building,  and upon written  notice from owner,  Tenant
shall refrain from or discontinue such advertising.

     12.  Tenant shall not bring,  or permit to be brought or kept, in or on the
demised premises, any inflammable,  combustible,  explosive, or hazardous fluid,
material,  chemical  or  substance,  or cause or permit  any odors of cooking or
other processes, or any unusual or other objectionable odors, to permeate in, or
emanate from, the demised premises.

     13. Tenant shall not use the demised premises in a manner which disturbs or
interferes with other tenants in the beneficial use of their premises.

     14.  Refuse and Trash.  (1)  Compliance  by Tenant.  Tenant  covenants  and
agrees,  at its sole cost and  expense,  to comply  with all  present and future
laws,  orders and  regulations,  of all  state,  federal,  municipal,  and local
governments,  departments,  commissions  and boards  regarding  the  collection,
sorting,  separation and recycling of waste products, garbage, refuse and trash.
Tenant shall sort and separate such waste  products,  garbage,  refuse and trash
into such  categories as provided by law.  Each  separately  sorted  category of
waste  products,   garbage,  refuse  and  trash  shall  be  placed  in  separate
receptacles  reasonably  approved by Owner.  Tenant shall remove, or cause to be
removed by a contractor  acceptable to Owner, at Owner's sole  discretion,  such
items  as  Owner  may  expressly  designate.  (2)  Owner's  Rights  in  Event of
Noncompliance.  Owner has the option to refuse to collect or accept  from Tenant
waste products, garbage, refuse or trash (a) that is not separated and sorted as
required  by law or (b) which  consists  of such  items as Owner  may  expressly
designate  for  Tenant's  removal,  and to require  Tenant to  arrange  for such
collection   at  Tenant's   sole  cost  and  expense,   utilizing  a  contractor
satisfactory to Owner. Tenant shall pay all costs, expenses,  fines,  penalties,
or damages that may be imposed on Owner or Tenant by reason of Tenant's  failure
to comply with the  provisions  of this  Building Rule 15, and, at Tenant's sole
cost and expense,  shall  indemnify,  defend and hold Owner harmless  (including
reasonable  legal fees and  expenses)  from and against any actions,  claims and
suits arising from such noncompliance, utilizing counsel reasonably satisfactory
to Owner.



<PAGE>


                                     RIDER A

                        Provisions Of General Application

Article A-1.               Definitions

     The following terms placed within quotations are used throughout this Lease
with the respective definitions set forth below:

     A-1.01 Intentionally Omitted.

     A-1.02  "Building" shall mean any building of which the Premises are a part
or which is included in its entirety in the Premises.

     A-1.03 "Daily Late Charge" shall mean the daily sum of $25.00 and increased
annually at the same percentage increase as Minimum Rent shall increase.

     A-1.04 "Fixed Rent", "Minimum Rent", or "Fixed Minimum Rent" shall mean the
annual rent specified in the preamble to this Lease,  as increased in accordance
with Article B-1.

     A-1.05  "Landlord",  "Owner" and "Lessor" are used  interchangeably in this
Lease and shall all have the meaning  given  "Owner" in the printed form portion
of this Lease.

     A-1.06  "Monthly   Maintenance  Amount"  shall  mean  the  monthly  sum  of
$3,723.62,  or such increased  amount which shall result from any  recomputation
thereof under Section C-1.03.

     A-1.07 "Minimum Insurance  Coverage" shall mean the limits designated below
for the corresponding types of insurance:

     Insurance  Limit (All  limits  specified  herein  are  subject to change by
Landlord if the underlying limit of Landlord's blanket policy shall increase.)

     Public  Liability   $2,000,000.00   annual  aggregate,   $1,000,000.00  per
occurrence, written on an industry standard form.

     Contents Full Replacement Value Coverage

     A-1.08  "Monthly Tax Payment"  shall mean the monthly sum of $9,496.83,  or
such increased  amount which shall result from any  recomputation  thereof under
Section A-4.02.

     A-1.09 "Monthly Utility Charge" shall mean the monthly sum of $7,828.12, or
such increased  amount which shall result from any  recomputation  thereof under
Article C-2.

     A-1.10 "Premises" and "Demised  Premises" are used  interchangeably in this
Lease and mean the  property  leased to Tenant as  described  in the preamble to
this Lease.

     A-1.11  "Property"  shall mean the entire real estate of which the Premises
are  a  part,  including,  without  limitation,  all  land,  buildings,  parking
facilities  (existing  or  hereafter  acquired,  whether  or not  the  same  are
contiguous to the Building) and the Premises.

     A- 1.12(a) Tenant  designates the following  individual(s) as the person(s)
to whom all notices,  communications and correspondence pertaining to this Lease
should be directed:

 Name and Title                 Business Address           Business Telephone
 --------------                 ----------------           ------------------
David Gershen, CFO              26 Harbor Park Drive       516-605-6640
                                Port Washington, NY 11050

     Landlord,  at its option,  may direct any notice to Tenant under this Lease
to the Premises,  or, if the preamble to this Lease refers to another  office of
Tenant,  to such  office.  If more  than one  individual  is  enumerated  above,
Landlord's  service  of  notice  upon  any one or more  of  them  shall  satisfy
Landlord's notice obligations under this Lease.

     A-1.13  "Rent"  shall mean all amounts  payable by Tenant under this Lease,
including,  without limitation,  all Minimum Rent, real estate tax payments, and
utility, maintenance and late charges.

     A-1.14 "Lease Commencement Date" shall be the first day of August 2001.

     A-1.15 Intentionally Omitted.

     A-1.16 "Term" is the period from the Lease Commencement Date to midnight on
the last day of the 10th Lease Year (such date being hereinafter  referred to as
the "Expiration  Date"),  or such earlier date upon which the Term of this Lease
shall expire or be cancelled or terminated  pursuant to any of the conditions or
covenants of this Lease or pursuant to law.

     A-1.17  "Rentable  Square Footage" shall mean  approximately  26,567 square
feet and is subject to adjustment by Landlord.

     A-1.18 "Tenant's Pro-rata Share" shall be fifty percent (50%). In the event
Landlord  shall  increase  the size of the Building or in the event Tenant shall
lease  additional  space  in the  Building,  Tenant's  Pro-rata  Share  shall be
adjusted to reflect the new ratio which the size of the Demised  Premises  bears
to the size of the Building.

     A- 1.19 "Taxes" shall mean any and all taxes, assessments,  sewer and water
rents, rates and charges,  license fees,  impositions,  liens,  fees,  interest,
penalties  and all  other  municipal  and  governmental  charges  of any  nature
whatsoever (except only inheritance and estate taxes and income taxes not herein
expressly agreed to be paid by Tenant), whether general or special,  ordinary or
extraordinary,  foreseen or  unforeseen,  which may  presently  or in the future
become due or payable or which may be levied,  assessed or imposed by any taxing
authority  on or with  respect to all or any part of the  Property,  or upon the
estate or interest of Landlord in the Property or any part  thereof,  including,
without limitation, all taxes and assessments for improving any streets, alleys,
sidewalks, sidewalk vaults and alley vaults, if any.

     A-1.20  "Tenant" and "Lessee"  are used  interchangeably  in this Lease and
shall be deemed to mean the person or entity  described  in the preamble to this
Lease as having leased the Premises from Landlord,  and any permitted  successor
to Tenant's interest hereunder.

     A-1.21 Tenant's federal taxpayer identification number is 11-2581812.

     Article A-2. Rent

     A-2.01   Tenant's   obligation  to  pay  Rent  shall  begin  on  the  Lease
Commencement Date.

     Landlord  may apply any  payment by Tenant of Rent  hereunder  against  any
item(s),   or  portion(s)  thereof,  of  Rent  then  remaining  unpaid  and  any
designation by Tenant as to the application of amounts paid by Tenant under this
Lease shall not bind Landlord in any manner whatsoever.

     A-2.02 If Tenant shall fail to pay Rent,  in whole or in part, on or before
the fifth day of any month during which the same shall become due,  Tenant shall
pay Landlord Daily Late Charges computed by multiplying the Daily Late Charge by
the  number of days from the first day of such month  through  the date on which
Tenant pays such Rent in full.  Tenant  shall  become  liable for the payment of
separate  Daily Late Charges for each amount of Rent which remains  unpaid.  All
Daily Late  Charges  shall be deemed Rent and shall be payable by Tenant as they
accrue,  and Landlord  shall have all rights with respect to the  non-payment of
Daily Late Charges as Landlord has with respect to the  non-payment of all other
Rent due hereunder.  Landlord's  demand for and collection of Daily Late Charges
shall not be deemed a waiver of any remedies  that  Landlord may have under this
Lease by summary  proceedings  or otherwise.  Rent shall be deemed  received (a)
when delivered to Landlord, if Tenant's  representative shall personally deliver
the same to Landlord's  office,  or (b) on the date of the official U. S. Postal
Service  postmark  stamped on the  envelope  in which the Rent is  enclosed,  if
Tenant shall mail the same to Landlord.

     A-2.03 If Tenant  shall fail to vacate and  surrender  the  Premises on the
Expiration Date, Tenant, at Landlord's option,  shall be deemed a month-to-month
tenant and shall pay  Landlord  monthly rent at a rate equal to 200% of the Rent
payable during the last month of the Term,  subject to all of the other terms of
this Lease insofar as they apply to a month-to-month tenancy. The application of
this   Section   shall  under  no   circumstances   be  deemed  to  establish  a
month-to-month or other form of tenancy in favor of Tenant.

     A-2.04 If Landlord shall institute summary  proceedings for the non-payment
of Rent,  Tenant shall pay  Landlord's  attorneys' fee in an amount equal to ten
percent of the amount of unpaid Rent but not less than  $750.00.  Such fee shall
be deemed  Rent and  Landlord,  at its option,  may include  such amount in said
proceedings as an unpaid item.

     A-2.05  Landlord' s acceptance of Rent from any person or entity other than
Tenant  shall not be deemed to establish a tenancy of any nature with such party
unless  Landlord  shall so elect in writing,  nor shall the same relieve  Tenant
from any of its obligations under this Lease.

     Article A-3. Tenant's Failure to Surrender

     A-3.01 Tenant agrees to indemnify and hold harmless Landlord and Landlord's
principals, directors, officers, agents and employees from and against any loss,
cost,  liability  and  expense of any nature  whatsoever,  including  reasonable
attorneys' fees and  disbursements,  which may arise in connection with Tenant's
failure to surrender the Premises upon the expiration of the Term, including any
claims by any succeeding tenant.

     Article A-4. Real Estate Taxes and Assessments

     A-4.01 Intentionally Omitted.

     A-4.02  Tenant  shall,  commencing  on  the  Lease  Commencement  Date  and
continuing  throughout  the term of this Lease,  be liable to  Landlord  for its
Pro-Rata  Share of Taxes for each tax year  occurring in whole or in part during
the Term of this  lease.  Tenant  shall  pay on the  first day of each and every
month during the first year of the Term, in advance, the Monthly Tax Payment. If
at the end of the first  lease year of the Term the total tax  payments  made by
Tenant shall be less than the actual Taxes payable  hereunder by Tenant for said
year,  Tenant shall pay the deficiency to Landlord upon demand. If such payments
shall exceed the actual  Taxes  payable  hereunder by Tenant for said year,  the
excess shall be credited  toward the Monthly Tax Payment next coming due. At the
end of the first lease year of the Term,  Landlord  shall  recompute the Monthly
Tax Payment  required to be made by Tenant  during the second  lease year of the
term,  said payments to be  one-twelfth  (1/12) of the total amount of the Taxes
Tenant was required to pay during the first lease year of the Term.

     A like  procedure  shall  be  followed  for  such  succeeding  lease  year.
Notwithstanding  the  foregoing,  if at any time during any lease year  Landlord
shall  determine  that the Monthly Tax Payment will be  insufficient  to pay the
Taxes as they come due, Landlord may, at its election, require Tenant to pay the
amount of the  deficiency  in one payment or increase  the Monthly Tax  Payment.
Monthly Tax Payments under this Section shall be apportioned at the commencement
and expiration of the Term, if necessary.

     In lieu of Landlord requiring Tenant to pay Taxes in the manner hereinabove
set forth,  Landlord may elect to require Tenant to pay Landlord's  Taxes within
ten days after  Landlord  shall deliver to Tenant a demand  therefor.  Each such
demand shall be accompanied by a copy of the appropriate tax bill.

     A-4.03 Landlord's failure to deliver to Tenant a statement showing Tenant's
liability  for  additional  Taxes for any year  during  the Term  shall  neither
prejudice  nor waive  Landlord's  right to deliver  any such  statement  for any
subsequent  year,  or to  include in said  statement  an amount of Rent due from
Tenant for any  liability for  additional  Taxes during a previous year in which
Landlord did not provide Tenant with any such statement.  Tenant's obligation to
pay Rent with respect to the last year of the Term shall survive the  expiration
of the Term.

     A-4.04  Tenant shall in all events pay the full amount of any  increases in
Taxes  which may result  from any  improvements  made by or on behalf of Tenant.
Taxes shall be apportioned at the commencement and expiration of the Term.

     Article A-5. Insurance

     A-5.01 Tenant  acknowledges  that Landlord  maintains a blanket  "all-risk"
property insurance policy ("Landlord's  Policy") which covers  substantially all
buildings and improvements  owned from time to time by Landlord and all Rent due
under  all lease  agreements  pertaining  to such  buildings  and  improvements.
Landlord's Policy provides  protection against all risks and hazards as may from
time to time be  insurable  thereunder,  including,  without  limitation,  fire,
vandalism,  malicious  mischief,  sprinkler  leakage,  boilers and machinery and
extended coverage type perils and public  liability,  personal and bodily injury
and property damage.  Landlord's Policy provides full replacement  coverage,  as
the same may be determined from time to time.

     Tenant acknowledges that Landlord's Policy provides for a deductible in the
event of an occurrence and submission of a claim. Tenant agrees that if any loss
or damage to the Premises covered by Landlord's Policy shall occur, Tenant shall
pay as Rent the lesser of (a) the repairs required to be made in the Premises or
(b) Tenant's allocable portion of the deductible, prorated among Tenant and such
other tenants in the Building whose space was also affected by the occurrence in
the same ratio as the rentable square footage of their respective premises bears
to the total rentable square footage of all premises in the Building affected by
such occurrence.

     Tenant  acknowledges  that  Landlord's  Policy is solely  the  property  of
Landlord,  and that all rights and benefits  thereunder shall accrue exclusively
to Landlord or its designee.  Further,  Tenant agrees that it acquires no rights
of any nature with  respect to  Landlord's  Policy and the  benefits  and rights
thereunder,  whether by virtue of any theory of constructive  trust, third party
beneficiary, or otherwise.

     A-5.02 Intentionally omitted.

     A-5.03 Tenant shall obtain and maintain in full force and effect during the
Term  (a)  Public  Liability  Insurance  on an  occurrence  basis  written  on a
Comprehensive   General  Liability  Basis,   including   Premises   /Operations,
Independent  Contractor's Liability,  Products/Completed,  Operations Liability,
Water Damage Legal Liability, Sprinkler Leakage Legal Liability and a Broad Form
Comprehensive  General Liability  Endorsement,  covering occurrences in or about
the Premises,  with no deductible,  (b) a Plate Glass Policy  covering all plate
glass in and about the  Premises,  if any and (c)  insurance  against loss of or
damage to Tenant's  property  and  fixtures on or about the Premises by fire and
such  other  risks and  hazards  as are  insurable  under the  latest  available
standard  form of policy  for  "all-risk"  property  insurance,  providing  full
replacement value coverage.  All such insurance shall be written with limits not
less than the Minimum  Insurance  Coverage or any increased  limits Landlord may
from time to time reasonably  require.  All policies shall be written as primary
coverage,  not  contributing  with, nor in excess of, coverage that Landlord may
carry. All insurance maintained by Tenant under this Section shall name Landlord
as a loss payee as respects the improvements and betterments of the Property and
all  insurance  maintained  by Tenant under  clauses (a) and (b) of this Section
shall protect Landlord and name Landlord as an additional named insured.

     A-5.04  Tenant shall  deliver to Landlord  certificates  for the  insurance
specified in Section  A-5.03,  together with proof of payment of the premium for
the same; all certificates required to be delivered to Landlord under this Lease
as provided above and thereafter  from time to time for the insurance  specified
in clauses (a) and (b) of Section  A-5.03 shall name  Landlord as an  additional
named  insured,  and shall state  unequivocally  that such  policy  shall not be
cancelled or changed in any manner  without sixty (60) days prior written notice
to  Landlord.  Tenant  shall  renew or  replace  the same and shall  deliver  to
Landlord  certificates for all such renewals and  replacements,  at least thirty
days before such policies, or any renewal or replacement  policies,  expire. All
such insurance shall be issued by insurance  companies having a Best's rating of
at  least  A+/XV  and  licensed  to do  business  in the  State  of New York and
authorized to issue such policies. If Tenant shall fail to procure, place and/or
maintain  any  such  insurance  and/or  pay  any and all  premiums  and  charges
therefor,  Landlord may (but shall not be obligated  to) do so and in such event
Tenant shall pay the amount thereof,  plus an administrative charge equal to ten
percent of such amount, as Rent to Landlord on demand.

     Tenant  shall  promptly   deliver  to  Landlord  a  certificate   for  each
endorsement to the  aforementioned  insurance  permitted under this Lease, and a
certificate  naming Landlord as an additional named insured for each separate or
additional  policy of insurance  otherwise  maintained by Tenant with respect to
the Premises.

     A-5.05  Tenant  shall  have  included  in each  policy of  insurance  it is
required to obtain and maintain under this Lease, as well as all other insurance
policies  pertaining to the Premises,  Tenant's operation in the Premises and/or
Tenant's fixtures and property in the Premises,  a waiver of the insurer's right
of subrogation against Landlord.

     A-5.06  Tenant's   policies  of  insurance  shall  include  the  waiver  of
subrogation  or  agreement or  permission  to release  liability  referred to in
Section A-5.05 and Tenant hereby waives any right of recovery against  Landlord,
its employees,  agents or  contractors,  for any loss  occasioned by any insured
casualty.

     A-5.07 Each policy of insurance  which Tenant is required to maintain under
this Lease shall clearly specify by endorsement  that the policy is taken out at
the request of Tenant,  which is  responsible  for all  premiums on said policy.
Further,  each policy of  insurance  maintained  by Tenant  under (a) and (b) of
Section  A-5.03  shall  clearly  specify  by  endorsement  that  Landlord  is an
additional named insured under such policy.

     A-5.08 In the event of any loss or  damage in or about the  Premises  which
constitutes a loss,  damage,  casualty or other occurrence  covered by insurance
maintained by Tenant under this Lease or Landlord under Section  A-5.01,  Tenant
immediately shall give Landlord notice of such loss or damage by certified mail,
return receipt requested.

     Article A-6. Alterations: Removal By Tenant

     A-6.01  All   alterations   to  the  Premises  of  any  nature   whatsoever
("Alterations")  are  subject  to  Article  3 of this  Lease  and the  following
requirements:

     (a) Prior to the  commencement of any  Alterations,  Tenant shall submit to
Landlord,  for Landlord's  written  approval,  plans and  specifications  (to be
prepared by and at the expense of Tenant)  showing the proposed  Alterations  in
detail satisfactory to Landlord. No Alterations shall begin until Landlord shall
have approved such plans and specifications,  in writing,  and Tenant shall have
delivered  to  Landlord  certificates  for all  insurance  Tenant is required to
maintain under this Lease in connection  with making  Alterations.  Tenant shall
make all approved  Alterations at its own expense,  in accordance with the plans
and  specifications  therefor  approved by Landlord and then only by contractors
and mechanics approved by Landlord.  No amendments or additions shall be made to
any plans and  specifications  for  Alterations  approved  by  Landlord  without
Landlord's prior written consent;

     (b) The  Alterations  will not result in a violation of or require a change
in any certificate of occupancy covering the Premises or the Building;

     (c) The character, outside appearance, usefulness and/or rentability of the
Premises or the Property or any part thereof,  shall not be affected in any way,
and such  Alterations  shall not,  in the sole  opinion of  Landlord,  weaken or
impair  (temporarily or permanently)  the structure or lessen the value or cubic
content of the Building,  either during the making of such  Alterations  or upon
their completion;

     (d) No part of the  Property  other than the Premises  shall be  physically
affected.  Without  limiting the generality of the foregoing,  Tenant shall not,
without   Landlord's   specific  prior  written  consent,   cause  to  be  made,
constructed,  erected,  installed or otherwise  placed through,  on or about the
exterior  walls or the roof of the Building  any holes,  vents,  windows,  fans,
pipes,  ducts,  doors,  machinery,  equipment,  appliances  (including,  without
limitation,  air  conditioning  unit(s)),  television  or radio antenna or other
tangible objects of any nature whatsoever;

     (e) The proper functioning of the Building's equipment, in the sole opinion
of Landlord, shall not be
adversely affected;

     (f) Upon completion of any Alterations (excluding mere decorations), Tenant
shall deliver to Landlord a copy of "as-built" plans for such Alterations;

     (g) Tenant shall not perform Alterations in any manner which for any reason
whatsoever would, in Landlord's  opinion,  interfere or conflict with work being
performed by  contractors  or laborers  then engaged in the Building or would in
any way disturb the management,  operation or maintenance of the Building or any
part thereof;

     (h) No approval by Landlord of  Alterations  to be made by Tenant  shall in
any way be deemed to be an agreement by Landlord  that such  Alterations  comply
with applicable legal or insurance carrier requirements.  Notice is hereby given
that  Landlord  shall not be  liable  for any labor or  materials  furnished  to
Tenant,  and that no mechanic's or other lien for such labor or materials  shall
attach to or affect any interest of Landlord;

     (i) Throughout  the  performance of Tenant's  Alterations,  Tenant,  at its
expense,  shall  carry,  or cause to be  carried  by  Tenant's  contractors  and
subcontractors,  all insurance,  including without limitation,  that required by
Articles A-1.07 and A-5.03 of this Lease or as otherwise may be required by law.
Tenant shall furnish  Landlord with copies of the  insurance  policies  required
hereunder or certificates  thereof that such insurance is in effect at or before
the  commencement  of  Alterations  and, on  request,  at  reasonable  intervals
thereafter during the continuance of Alterations;

     (j) All work to be performed  other than Landlord's Work shall be performed
by Tenant using union labor, if required by Landlord,  at Tenant's sole cost and
expense; and

     (k) In  connection  with all work to be  performed  in and for the  Demised
Premises, Tenant shall file all drawings, plans and specifications, pay all fees
and obtain all  permits  and  applications  from the  Building  Department,  the
Department of Labor and any other authorities  having  jurisdiction;  and Tenant
shall obtain a  Certificate  of Occupancy and all other  approvals  required for
Tenant to use and occupy the Demised  Premises  and to open for  business to the
public.  If Tenant shall delay in obtaining a  Certificate  of Occupancy for the
Demised Premises,  Landlord, at Tenant's cost and expense, may attempt to obtain
such   Certificate  of  Occupancy  and  Tenant  shall  cooperate  with  Landlord
(including  the signing of any necessary  forms or  applications)  in connection
with such efforts.  Tenant shall reimburse Landlord, as additional rent, for any
costs incurred in obtaining such Certificate of Occupancy.

     (1) Tenant  shall  submit its  requirements  for any and all Tenant work to
Landlord and Landlord  shall submit a written  proposal to Tenant to perform the
work at  Tenant's  cost as  outlined.  Tenant  may obtain  proposals  from other
contractors;  however,  Landlord reserves the right to review said proposals and
perform the work at or below the costs indicated.  Landlord's failure to respond
within three (3) business days of receipt of said proposals  shall mean Landlord
will not  perform  the work and  Tenant  may  proceed  with the work with  other
contractors  subject to the  applicable  terms and  conditions in this agreement
governing  alterations  and  improvements.  Any work that Tenant  authorizes the
Landlord to perform  will be at the sole cost and expense of the Tenant and will
include a fee of  fifteen  percent  (15%) of the  actual  cost to  Landlord  for
Landlord's  supervision and overhead.  Tenant will execute a Work  Authorization
Form  prepared by Landlord  and issue a check for the full amount of the cost of
such work prior to Landlord performing any such work.

     A-6.02  Pursuant  to Article 3 of this  Lease,  Landlord  hereby  elects to
require  Tenant  to  remove  its  installations  in the  Premises  prior  to the
expiration of this Lease,  at Tenant's sole expense.  The foregoing  election is
not  irrevocable  and  Landlord  reserves the right at any time and from time to
time by notice to Tenant to void the same and assume the  ownership  of Tenant's
installations in accordance with Article 3 hereof, or reinstitute said election.

     Article A-7. Acceptance and Occupancy of the Premises

     A-7.01  Landlord  makes  no  representations  as to  the  condition  of the
Premises.  Tenant  represents  that it has  inspected the Premises and agrees to
accept the same "as is".

     A-7.02 The taking of  occupancy of the whole or any part of the Premises by
Tenant shall be conclusive  evidence,  as against  Tenant,  that Tenant  accepts
possession  of the same and that the Premises so occupied and the Property  were
in good and  satisfactory  condition at the time such occupancy was so taken and
that the Premises were substantially as shown on Exhibit A, if any.

     A-7.03  Landlord shall not be required to provide Tenant with possession of
or  keys  to  the  Premises  until  Tenant  shall  have  delivered  to  Landlord
certificates  of  insurance  as  required  under  Section  A-5.03 of this Lease.
Landlord's  refusal to grant Tenant occupancy of the Premises in accordance with
the  foregoing  shall not be a defense of Tenant  against its  obligation to pay
Rent.

     Article A-8. Security Deposit

     A-8.01  Landlord shall deposit all Security under this Lease in an interest
bearing account.  All interest earned on the security hereunder (less Landlord's
administration  fee under  Section  A-8.02)  shall be added to the then existing
security  and  constitute  additional  security and be disposed of in manner set
forth  in  Article  32 of  the  pre-printed  portion  of  this  Lease  captioned
"Security".  Tenant's rights under this Lease to its security deposit may not be
assigned, transferred, pledged, mortgaged or otherwise encumbered by Tenant, and
any attempt by Tenant to do so shall be void and of no effect.

     A-8.02 Landlord shall retain an annual  administration  fee with respect to
the  security  under this  lease  equal to one (1%)  percent  per annum upon the
security  money so  deposited.  If the  annual  administration  fee  payable  to
Landlord  hereunder at any time exceeds the amount  permissible under applicable
laws or if the fee is less then the amount  permissible  under  applicable  law,
then such fee shall be the amount legally prescribed.

     A-8.03 If at any time or times during the Term the amount of security
(excluding any portion thereof which shall be accrued interest) then held by
Landlord shall be less than two (2) months' installments of Minimum Rent, Taxes
and, if Tenant is required to pay insurance, utilities and/or maintenance in
monthly installments, then insurance, utilities and/or maintenance all at the
then current rates hereunder, whether due to an increase in Rent or Landlord's
application of all or part of the security in accordance with this Lease, Tenant
shall deposit with Landlord an additional sum so that the security on deposit
with Landlord shall then equal such two (2) months' installments in the
aggregate.

     Tenant  shall make such  payment no later than the  payment due date of any
increase  in Rent,  or, in the case of  Landlord's  application  of  security as
aforesaid,  within five days after  Landlord's  demand.  Landlord shall have the
same  rights and  remedies  in the event of  Tenant's  failure  to deposit  with
Landlord any security  required under this Lease as Landlord has with respect to
the non-payment of any other items of Rent.

     A-8.04 Intentionally Omitted.

     A-8.05 At no time shall security,  or any part thereof,  be permitted to be
used by Tenant  toward the payment of its Rent or other  obligations  under this
Lease.

     A-8.06 Tenant agrees that upon the return of its Security  Deposit less any
appropriate  setoffs  and/or  deductions by Landlord,  Tenant shall be deemed to
have waived any and all rights  and/or claims  against  Landlord that Tenant has
failed to assert in writing  within  thirty (30) days of the  expiration  of the
Lease term.

     Article A-9. Brokerage

     A-9. 01  Landlord  and Tenant  each  represent  to the other that it had no
dealings or negotiations of any nature with any broker or agent.

     Article A-10. Sewers & Sanitary Disposal Systems

     A-10. 01 If the Premises shall be connected to a sanitary  disposal  system
for Tenant's  exclusive  use,  Tenant shall be required to maintain,  repair and
replace  the same at its sole cost and  expense,  and shall not be  required  to
share in the expense of maintaining  any other sanitary  disposal  system unless
Tenant shall also use such other system.

     A-10.02 If the  Building  shall not be  connected to the street sewer line,
Landlord,  at its  option,  may  perform  all work  necessary  to so connect the
Building.  Landlord  and Tenant  shall  share the cost of such work,  including,
without limitation,  the costs of resurfacing and repaving.  The portion of such
cost for which Tenant shall be  responsible  and shall pay to Landlord on demand
shall equal Tenant's  Pro-rata Share of the amount obtained by multiplying  said
cost by a  fraction,  the  numerator  of which  shall be the  number  of  months
remaining  in the Term  including  and after  the  month in which  such work was
commenced, the denominator of which shall be one hundred twenty (120) months.

     Article A-11. Noxious Odors, Noise, etc.

     A-11.01  Tenant shall not permit any unusual,  excessive or noxious  noise,
vibration, odor or other annoying condition to emanate from the Premises. Within
five (5) days of Landlord's notice to Tenant, Tenant shall install or institute,
at its sole cost and expense,  control  devices or procedures to eliminate  such
condition(s).  Tenant's  failure to eliminate  the same within such five (5) day
period shall be deemed a material default of a substantial obligation of Tenant.

     Article A-12. Easements; Reservation of Rights

     A- 12. 01 Landlord  reserves  the right to create and grant on or about the
Premises utility easements in the form required by any utility company,  whether
public or private,  in order to furnish  utility  services to the Premises or to
any other premises.

     A-12.02  Unless  the  Premises  constitute  the entire  Building,  Landlord
reserves  the right to place in,  under,  over or through  the  Premises  pipes,
wires, lines and facilities  serving other areas of the Property,  provided that
Landlord shall only do so in a manner which does not unreasonably interfere with
Tenant's conduct of its business in the Premises.

     Article A-13. Non-Liability and Indemnification

     A- 13.01 Neither Landlord nor Landlord's principals,  officers,  directors,
agents or employees (individually and collectively,  the "Landlord Group") shall
be liable to Tenant, its principals,  officers,  directors,  agents or employees
(individually and collectively,  the "Tenant Group") , and Tenant shall save the
Landlord  Group  harmless  from  any  loss,  liability,   claim  and/or  expense
(including,  without limitation,  reasonable  attorneys' fees and disbursements)
arising  from  or in  connection  with  any  injury  to the  Tenant  Group,  its
contractors,  licensees or invitees,  any interruption of Tenant's business,  or
for damage to, or loss (by theft or otherwise) of, any property  and/or fixtures
of every  kind,  regardless  of the  cause  thereof,  unless  the same  shall be
proximately  caused by the sole  negligence  of Landlord  for which  Landlord is
legally liable.  Notwithstanding  the foregoing,  (a) Tenant  immediately  shall
notify Landlord of any claim against Landlord,  (b) the Landlord Group shall not
be liable for any loss,  damage or expense  whatsoever to the extent of Tenant's
insurance  coverage  therefor and (c) Tenant shall first seek  reimbursement for
any such loss, damage or expense against its insurance carrier.

     A-13.02 Tenant  indemnifies and shall hold harmless the Landlord Group from
and  against  any and all loss,  liability,  claim  and/or  expense  (including,
without limitation,  reasonable attorneys' fees and disbursements) in connection
with or arising  from (a) any default by Tenant  under this Lease,  (b) Tenant's
use or occupancy of the Premises and/or any acts, omissions or the negligence of
the  Tenant  Group in or about  the  Premises,  including,  without  limitation,
sidewalks, if any, adjoining the Premises.  Tenant shall pay to Landlord as Rent
an amount equal to all such losses, liabilities, claims and expenses within five
days after Landlord's rendition to Tenant of bills or statements therefor.

     A-13.03 If Tenant's  use of the Premises  shall be enjoined or  prohibited,
provided  the same shall not have  resulted  from any act or  omission  by or on
behalf of Tenant or use of the Premises in any manner other than as is permitted
under this Lease,  Tenant shall have the right to elect to terminate  this Lease
upon written notice to Landlord setting forth the date of termination,  and such
right shall be Tenant's sole  available  remedy  against  Landlord in connection
therewith.

     A-13.04  Notwithstanding  anything  in  this  Lease  to the  contrary,  the
Landlord  Group shall have no personal  liability  under or with respect to this
Lease and the liability of the Landlord  Group in connection  with this Lease is
limited  solely  to  Landlord's  equity  interest  in  the  Property.  Under  no
circumstances  whatsoever  shall Landlord be liable to Tenant in connection with
this Lease for consequential or special damages.

     Article A-14. Corporate Tenant and Partnership Tenant

     A-14.01 If Tenant is a  corporation,  as a condition  to the making of this
Lease,  Tenant shall within twenty days from the date of execution of this Lease
deliver to Landlord a duly  authorized  resolution  of the Board of Directors of
Tenant, in form reasonably satisfactory to Landlord, ratifying and approving the
terms and provisions of this Lease.

     A-14.02 If Tenant is a limited  liability  company,  a  partnership,  or is
comprised  of  two  or  more  persons,  individually  or  as  co-partners  of  a
partnership  (individually  and  collectively,  the "Partnership  Tenant"),  the
following   provisions  shall  apply  to  the  Partnership  Tenant:  (i)  Tenant
represents  that the ownership of and/or power to control a majority in interest
of Tenant is vested and/or owned  beneficially  by the  individual(s)  executing
this Lease and members of his or their immediate  family;  (ii) the liability of
each of the parties  comprising  Partnership  Tenant shall be joint and several;
(iii) each of the  parties  comprising  Partnership  Tenant  hereby  consents in
advance to, and agrees to be bound by, any modifications of this Lease which may
hereafter be made and by any notices,  demands, requests or other communications
which may  hereafter be given,  by  Partnership  Tenant or by any of the parties
comprising  Partnership Tenant; (iv) any bills,  statements,  notices,  demands,
requests,  service of  process,  or other  communication  given or  rendered  to
Partnership Tenant or to any of the parties comprising  Partnership Tenant shall
be deemed  given or rendered to  Partnership  Tenant and to all such parties and
shall  be  binding  upon  Partnership  Tenant  and  all  such  parties;  (v)  if
Partnership  Tenant shall admit new partners (which term shall, for the purposes
of this Section A-14.02,  also be deemed to mean members of a limited  liability
company),  all of such new partners  shall,  by their  admission to  Partnership
Tenant, be deemed to have assumed performance of all of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed; and (vi)
Partnership  Tenant shall give prompt notice to Landlord of the admission of any
such new  partners,  and upon  demand of  Landlord,  shall  cause  each such new
partner to execute and deliver to Landlord an agreement in form  satisfactory to
Landlord,  wherein each such new partner shall assume  performance of all of the
terms,  covenants  and  conditions of this lease on Tenant's part to be observed
and performed (but neither  Landlord's failure to request any such agreement nor
the failure of any such new partner to execute or deliver any such  agreement to
Landlord shall vitiate the provisions of subdivision (v) of this paragraph).

     If there shall occur without  Landlord's prior written consent,  whether by
operation  of  law  or  otherwise   (including,   without  limitation,   merger,
consolidation  and  dissolution),  any (a) transfer of Tenant's interest in this
Lease,  (b) if Tenant is a corporation,  change in the ownership of and/or power
to vote a majority of the  outstanding  capital stock of Tenant or (c) if Tenant
is a partnership, limited liability company, or other association, any change in
the  beneficial  ownership  of and/or power to control a majority in interest of
Tenant,  then  Landlord  may  terminate  this Lease upon thirty  days' notice to
Tenant.

     Article A-15. Rent Control

     A-15.01 If at the  commencement  of, or at any  time(s)  during the term of
this Lease,  the Rent shall not be fully  collectible  by reason of any Federal,
State, County or local law, proclamation, order or regulation, or direction of a
public  officer or body pursuant to law,  Tenant shall enter into such agreement
(s), and take such other lawful steps (without additional expense to Tenant), as
Landlord may request to permit  Landlord to collect the maximum  rents which may
from time to time  during the  continuance  of such legal  rent  restriction  be
legally  permissible (but not in excess of the amounts  reserved  therefor under
this Lease).  Upon the termination of such legal rent  restriction  prior to the
expiration of the term of this Lease,  (a) the Rent shall become and  thereafter
be payable  hereunder in accordance with the amounts  reserved in this Lease for
the periods following such termination and (b) Tenant shall pay to Landlord,  if
legally permissible,  an amount equal to (i) the Rent which would have been paid
pursuant  to this lease but for such legal rent  restriction  less (ii) the Rent
paid by Tenant to Landlord during the period(s) such legal rent  restriction was
in effect.

     Article A-16. Tenant Defaults

     A-16.01  Tenant  agrees that in the event that  Landlord  shall  commence a
Summary  Proceeding for non-payment of Rent to be paid by Tenant pursuant to the
terms of this Lease,  Tenant will not interpose any  counterclaim  or set-off of
any nature whatsoever. If Tenant shall be evicted from or vacate the Premises or
this Lease shall be terminated  prior to its  expiration as a result of Tenant's
failure to perform any obligation  hereunder,  without limiting Landlord's other
remedies  under this Lease or at law, (a) if Landlord  shall relet the Premises,
Tenant shall remain liable for any  deficiency  in Rent which  Landlord does not
receive from the succeeding  tenant and shall not be entitled to any excess Rent
which Landlord may receive from such tenant, (b) Tenant shall reimburse Landlord
as Rent for the cost of  preparing  the  Premises  for the  succeeding  tenant's
occupancy,  including,  without  limitation,  Landlord's  Work,  if any, and all
carpentry, electrical, HVAC, plumbing and painting work, (c) Tenant shall pay to
Landlord the amount of any rent concession under this Lease, including,  without
limitation,  the Rent,  if any,  which  Tenant  was not  required  to pay at the
commencement  of the Term,  and (d) Tenant shall pay to Landlord  all  marketing
costs and brokerage fees.

     A-16.02 If Tenant shall default in the performance of any covenant, term or
provision of this Lease,  Landlord,  without thereby  waiving such default,  may
perform the same for the account and at the expense of Tenant, without notice in
a case of  emergency  or if  Landlord  may be subject  to any civil or  criminal
liability,  and in any other case if such  default  shall  continue for ten days
after  the date  Landlord  shall  have  given  written  notice  to Tenant of its
intention to do so.  Landlord shall furnish Tenant with a bill for any costs and
expenses  Landlord may incur in so performing for Tenant's  account,  and Tenant
shall pay as Rent the amount  shown on each such bill  within ten days after the
same is sent by Landlord to Tenant.

     A-16.03  Landlord's  acceptance of a check,  draft or any other  instrument
from Tenant in the payment of Rent is solely a consideration  to Tenant.  If (a)
any check  delivered to Landlord in payment of Rent hereunder  shall be returned
to  Landlord  for  any  reason  whatsoever,   including,   without   limitation,
insufficient  or deposited  but  uncollected  funds,  or (b) Landlord  commences
summary  proceedinqs  aqainst  Tenant for the  non-payment  of Rent or otherwise
institutes  any  proceedings  against  Tenant  as a result of  Tenant's  default
hereunder,  or (c) Tenant  pays Rent after the tenth day of any month,  Landlord
may require Tenant to pay Rent by cash or bank certified check only.

     A-16.04 (a) Notwithstanding any provision(s) in this Lease to the contrary,
the parties  acknowledge  and agree that (i) the Premises are demised under this
Lease for a minimum aggregate Rent (subject to such increases and other costs as
provided  throughout this Lease) of $4,235,982.00  for the entire Term,  payable
upon the execution of this Lease, (ii) the terms of this Lease which provide for
the payment of Rent in  installments  are solely for the  convenience of Tenant,
and (iii) upon the default in the payment of Rent in  installments as aforesaid,
then the full aggregate Rent hereby  reserved for the entire Term then remaining
unpaid shall, at Landlord's option, become due and payable upon demand.

     (b) If Tenant  shall  default  (i) in the  timely  payment of Rent and such
default  shall  continue or be repeated  for three  consecutive  months or for a
total of four months in any period of twelve months,  or (ii) in the performance
of any particular term,  condition or covenant of this Lease more than six times
in any period of six months, then, notwithstanding that such defaults shall have
each been cured within the  applicable  grace periods under this Lease,  if any,
any  further  similar  default  shall be deemed to be  deliberate  and  Landlord
thereafter  may  terminate  this  Lease on ten days  written  notice to  Tenant,
without affording Tenant an opportunity to cure such further default.

     A-16.05 Intentionally omitted.

     A-16.06 (a) Landlord may restrain any breach or threatened breach by Tenant
of any covenant or  obligation  of Tenant under this Lease without the necessity
of proving the inadequacy of any legal remedy or irreparable  harm. The remedies
of  Landlord  under  this  Lease  shall be  deemed  cumulative  and none of such
remedies,  whether  exercised or not,  shall be deemed to be to the exclusion of
any other.

     (b) No Waiver.  No delay or omission  of Landlord to exercise  any right or
power  arising  from any  default  shall  impair  any such  right or power or be
construed as a waiver of any such default or any acquiescence therein. No waiver
of any breach of any of the covenants of this Lease shall be construed, taken or
held to be a waiver of any other  breach,  or as a  waiver,  acquiescence  in or
consent to any further or succeeding breach of the same covenant. The acceptance
by  Landlord of any  payment of Rent after the  termination  by Landlord of this
Lease or of Tenant's right to possession  hereunder shall not, in the absence of
an agreement  in writing to the contrary by Landlord,  be deemed to restore this
Lease or Tenant's right to possession  hereunder,  as the case may be, but shall
be construed  as a payment on account,  and not in  satisfaction  of damages due
from Tenant to Landlord.

     Article A-17. Eminent Domain

     A-  17.01  If the  whole  or  substantially  all of the  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 the Tenant shall
have no claim  against  Landlord  for the  value of any  unexpired  term of said
lease.

     In the event that more than 25%,  but less than the whole or  substantially
the whole of the ground floor area of the Premises  shall be so  condemned,  the
Landlord and the Tenant shall each have the right to cancel and  terminate  this
Lease,  upon the  giving of  written  notice to the other  party not later  than
thirty (30) days after the date of vesting of title in the condemning authority,
of the said party' s election to  terminate  said  Lease.  Termination  shall be
effected as of the time that  possession  of the part so taken shall be required
for  public  use,  Rent  shall be  apportioned  and  adjusted  as of the time of
termination and Tenant shall have no claim against Landlord for the value of any
unexpired term of this Lease.

     In the  event  that  not  more  than 25% of the  ground  floor  area of the
Premises shall be taken by condemnation or in the event that the Lease shall not
be terminated as aforesaid,  then the Term of this Lease shall  continue in full
force and  effect  and the  Landlord  shall  repair  the  remaining  part of the
Premises,  if any  part  thereof  has  been  taken  in  such  condemnation,  and
thereafter the Rent shall abate in the proportion  which the square foot area of
any part of the Premises so taken bears to the entire Premises.

     In the event that any  condemnation  shall not affect the Building in which
the  Premises  are  contained,  this Lease shall in no way be affected  and Rent
shall in no way abate.

     No part of any award for any such taking by  condemnation or eminent domain
shall belong to the Tenant and Tenant  covenants to execute such  instruments of
assignment  as shall be  necessary  or  reasonably  required  by Landlord in any
condemnation or eminent domain proceedings, if so requested, and to turn over to
Landlord  any damages  that may be  recovered  in such  proceedings.  Any award,
however,  for damages for trade fixtures  installed by Tenant or anyone claiming
under  Tenant at its own  expense  and which  are not part of the  realty  shall
belong to the Tenant.

     The  Landlord  shall  have  the  absolute  right  to  settle  any  claim in
condemnation  proceedings  without  interference  from  Tenant and  without  any
obligation  to Tenant,  and  Landlord  shall have the  absolute  right to make a
conveyance of title of the real property being taken by condemnation proceedings
to the public or quasi public  authority  having the power of eminent  domain in
lieu of the condemnation proceedings,  and where said conveyance is made in lieu
thereof,  it shall have the same force and effect herein as if the  condemnation
proceedings had proceeded to full and final completion.

     A conveyance of title in lieu of such  proceedings  shall not be made prior
to the actual  commencement of proceedings or the filing of formal notice of the
taking.

     Article A-18. Miscellaneous

     A-18.01 Any  reference in the printed  portion of this Lease to the City of
New  York and the  Administrative  Code of the  City of New  York  shall,  where
applicable,  be deemed to refer to the ordinances,  rules and regulations of the
county,  town and other  governmental  authorities  with  jurisdiction  over the
Premises.

     A-18.02 If any term or provision of this Lease or the  application  thereof
to  any  person  or   circumstances   shall,  to  any  extent,   be  invalid  or
unenforceable,  the remainder of this Lease,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid or unenforceable, shall not be affected thereby. Each term and provision
of this Lease shall be valid and enforceable to the fullest extent  permitted by
law.

     A-18.03 This  agreement  shall be governed by and  construed in  accordance
with the laws of the State of New York.

     A-18.04 Any conflict  between the printed  form and Riders  which  together
constitute  this Lease  shall be  resolved  in favor of the  provisions  of such
Riders.

     A-18.05 The submission of this Lease for  examination or the negotiation of
the transaction  described  herein or the execution of this Lease by only one of
the parties will not in any way constitute an offer to lease on behalf of either
Landlord or Tenant,  and this Lease  shall not be binding on either  party until
duplicate originals thereof,  duly executed on behalf of both parties, have been
delivered to each of the parties hereto.

     A- 18.06 If Landlord shall make application to any bank,  insurance company
or other  lender  for a  mortgage  loan to be secured in part or in whole by the
Building and such third party requires a certified financial statement of Tenant
or other reasonable documentation of Tenant's financial condition,  Tenant shall
furnish the same to Landlord promptly after Landlord's request.

     A-18.07  Unless the Premises  shall  include the Property in its  entirety,
Landlord  reserves the right to extend or add additional  floors to or otherwise
alter the Building,  and/or create such additional tenancies in the Building, as
Landlord may from time to time determine, provided the same shall not physically
reduce the Premises.

     A-18.08  Neither  this Lease nor any  memorandum  hereof  shall be recorded
without Landlord's prior written consent.

     A-18.09 Each provision of this Lease which requires the consent or approval
of Landlord  shall be deemed to require the same in each  instance in which such
provision  may be  applicable.  Any consent or approval by Landlord to or of any
act or omission by Tenant requiring Landlord's consent or approval, shall not be
deemed to waive any future requirement for such consent or approval to or of any
subsequent similar act or omission.  With respect to any provision of this lease
which  provides,  in effect,  that Landlord shall not  unreasonably  withhold or
unreasonably  delay any  consent or any  approval,  Tenant  shall in no event be
entitled to make, nor shall Tenant make, any claim for, and Tenant hereby waives
any claim for money damages;  nor shall Tenant claim any money damages by way of
setoff,  counterclaim  or defense,  based upon any claim or  assertion by Tenant
that  Landlord has  unreasonably  withheld or  unreasonably  delayed  consent or
approval,  but Tenant's  sole remedy shall be an action or proceeding to enforce
any such  provision,  or for specific  performance,  injunction  or  declaratory
judgment.

     A-18.10 Tenant shall not, without  Landlord's  prior written consent,  use,
occupy, have any right to use or occupy, or otherwise have any interest in or to
any space in the Building other than the Premises.

     A-18.11 Tenant shall not, without Landlord's prior written consent, install
or  maintain,  or permit any other  party to install or  maintain,  any  vending
machines,  pinball  games,  video games or any other  mechanical  or  electronic
device of any nature  whatsoever,  whether for the  dispensing  of food or other
products or the  provision of  entertainment.  Nothing in this Section  A-18.11,
however,  shall prohibit Tenant from using mechanical or electrical equipment in
its business.

     A-18.12  Tenant shall not permit any trailer,  truck or other vehicle to be
parked, stored or otherwise present on or about the Property, except that Tenant
may allow a vehicle to temporarily  park on the Premises solely for the purposes
of loading and unloading. Tenant shall, at its own cost and expense, maintain in
good  condition  and  repair  any  loading  platform,  truck  dock  and or truck
maneuvering space which is used exclusively by Tenant or to which Tenant has the
right of exclusive use.

     A-18.13 No  interruption  or  malfunction  of any utility  services for any
cause whatsoever shall constitute an eviction or disturbance of Tenant's use and
possession  of the Premises,  or a breach by Landlord of any of its  obligations
hereunder  or  render  Landlord  liable  for  any  damages  (including,  without
limitation, consequential and special damages), or entitle Tenant to be relieved
from  any of its  obligations  hereunder  (including,  without  limitation,  the
obligation to pay Rent) or grant Tenant any right of set-off or  recoupment.  In
the event of any such  interruption  of any such  services,  Landlord  shall use
reasonable  diligence to restore such service in any circumstances in which such
interruption is caused by Landlord's fault.

     A-18.14  If Tenant  shall at any time fail to pay the water  meter  charges
after demand therefor by the Landlord, the Landlord shall have the right, at its
election,  to  terminate  and  discontinue  all water  service  to the  Premises
including  the right to remove the water meter from the  Premises.  Tenant shall
bear all costs of removal of the meter and/or  discontinuance of service and all
costs to restore the meter and of resuming service.

     A-18.15 Intentionally Omitted.

     A-18.16 Intentionally Omitted.

     A-18.17  Notwithstanding  any other  provision  of this  Lease,  Landlord's
service of notice by way of  express  mail or  courier  service  shall be deemed
sufficiently  rendered so long as it satisfies all other requirements  contained
in the notice  provision  of the  printed  portion of this  Lease,  and shall be
deemed given at the time when the same is mailed or delivered, respectively.

     A-18.18 If the Premises include a basement,  Tenant shall use the same only
for storage purposes.

     A-18.19 Tenant must give Landlord  advance notice of the date and time when
tenant plans to move in and out of the Building.

     A-18.20 Landlord's acceptance at its option of the check of any third party
in payment of Rent or of any other money  obligation  under this lease shall not
be deemed an  acceptance  by Landlord of the maker or any endorser of such check
as tenant hereunder or assignee of the Tenant hereunder.

     A-18.21 The headings and  captions of articles or  paragraphs  contained in
this Lease and Exhibits and Riders attached hereto are inserted only as a matter
of convenience and in no way define,  limit,  construe, or describe the scope or
intent of such articles or paragraphs nor in any way affect this Lease.

     A-18.22 Both parties acknowledge and agree that this Lease has been
freely negotiated by both parties, and that, in any dispute over the meaning,
interpretation, validity, or enforceability of this Lease or any of its terms or
conditions there shall be no presumption whatsoever against either party by
virtue of that party having drafted this Lease or any portion thereof.

     A-18.23 Provided that Tenant does not occupy the entire Building,  Landlord
reserves  the right at any time to  relocate  Tenant to another  location in the
Building.  Landlord  shall  reimburse  Tenant  for  reasonable  moving  expenses
incurred in connection with such  relocation.  Other than such moving  expenses,
Landlord shall have no liability whatsoever to Tenant.

     Article A-19. Tenant's Representations and Warranties

     A-19.01 As material  inducements  for  Landlord  entering  into this Lease,
Tenant hereby  represents  and warrants to Landlord that Tenant is a corporation
duly organized and validly  existing under the laws of the State of New York; is
legally qualified to do business in the State of New York; the persons executing
and  delivering  this  Lease on  behalf of Tenant  have been  lawfully  and duly
authorized  to do so; and when so executed and delivered  this Lease  represents
the valid, binding and legally enforceable obligations of the Tenant.

     Article A-20. Locking System

     A-20.01  Tenant  agrees  that it will not  change  the Key  Locking  System
currently  installed  at the Demised  Premises,  however,  Tenant can change the
cylinder.  Any  exterior  locks  installed by Tenant shall be known as the "Best
Type" system.

     Article A-21.

     A-21.01 Tenant shall reimburse  Landlord within five (5) days of receipt of
a bill from Landlord for all testing and  certifications  for any mechanical and
electrical  devices  contained  within the Demised Premises and/or the Building,
including but not limited to an RPZ (Back Flow Preventer).

<PAGE>


                                     RIDER B

                                 Rent Escalation

     Article B-1. Rent Escalation

     B-1.01 The Fixed Minimum Rent of Three Hundred  Thirty-six  Thousand  Seven
Hundred  Eighty  Dollars  ($336,780.00)  reserved in the  preamble to this Lease
shall be increased (the "Recomputed  Fixed Minimum Rent") as of the first day of
the second lease year and each  subsequent  lease year of the Term in accordance
with the following Schedule:

     Lease Year Recomputed                 Fixed Minimum Rent

              2                                  $353,619.00
              3                                  $371,299.95
              4                                  $389,864.94
              5                                  $409,358.18
              6                                  $429,826.08
              7                                  $451,317.38
              8                                  $473,883.24
              9                                  $497,577.40
             10                                  $522,456.27

<PAGE>

                                     RIDER C

                       Provisions of Specific Application


     Article C-1. Repairs; Maintenance

     C-1.01  Tenant,  at its sole cost and expense,  shall keep and maintain (a)
the  entire  interior  of  the  Premises,  including,  without  limitation,  all
fixtures,  machinery,  systems  (including,   without  limitation,  heating  and
ventilating and air conditioning  and sprinkler,  if any) attached to or used in
connection  with the  operation  of the  Premises,  (b) all  plumbing  lines and
electrical  wires (above ground and  underground)  which serve  exclusively  the
Premises,  (c) all exterior doors, glass windows, and plateglass,  and sills for
all of the same, on or leading into the Premises and (d) all sidewalks adjoining
the Premises,  and shall keep said sidewalks free and clear of all rubbish, ice,
snow and other debris. Tenant, without limiting the generality of the foregoing,
shall make all non-structural installations, modifications, alterations, repairs
and  replacements  to the foregoing as may be necessary to keep the same in good
order and condition and to comply with all laws and  requirements  of utilities.
Further,  Tenant shall make any and all  non-structural  and structural  repairs
whatsoever  necessitated  by the acts or  omissions  of Tenant,  its  employees,
agents and/or contractors,  including,  without limitation,  any cleaning and/or
pumping of the Building's  sanitary  disposal  system  necessitated  by Tenant's
abuse  thereof or  consumption  of water in excess of normal.  Such  repairs and
replacements  shall be done in a good and  workmanlike  manner with materials at
least equal in quality  (but no used  materials)  to the  original  construction
materials and, in the case of structural  repairs,  subject to Landlord's  prior
written  approval  of the  materials,  methods  and  contractors  to be  used or
engaged.

     Tenant shall not commit or suffer waste or injury to the  Premises.  Tenant
shall  place all of its refuse and  rubbish in a  dumpster  which  Tenant  shall
obtain and maintain at the Premises. No trash or other debris shall be permitted
to remain  outside of the  dumpster.  If, in  Landlord's  opinion  the  dumpster
maintained by Tenant is  insufficient  for Tenant's use, Tenant shall at its own
cost and expense  obtain  either a larger or, if space  permits,  an  additional
dumpster. If Landlord so elects, Landlord may supply a dumpster and/or compactor
and Tenant  shall  pursuant to C-1.03 be  responsible  for its  Pro-rata  Share.
Tenant shall not cause or permit any materials or substances of any nature to be
poured or otherwise  deposited in the storm drains and drywells  situated  about
the Property.

     C-1.02 If Tenant shall fail to perform any repairs or  maintenance  work as
required  under  this  Lease or  necessitated  by any  breach  by  Tenant of its
covenants hereunder within ten (10) days of Landlord's notice thereof to Tenant,
or immediately  in the case of an emergency,  or, if such work be of such nature
that it cannot with due  diligence be completed  within ten (10) days and Tenant
shall not have commenced  making such repair within such ten (10) day period and
thereafter  prosecuted  the same in good faith with due  diligence to completion
within a  reasonable  period of time,  Landlord,  without any further  notice to
Tenant, may perform such work. In such event,  Tenant shall pay as Rent the cost
of such work,  plus  twenty-five  percent of the  overhead and  supervision,  on
demand from  Landlord.  Receipted  bills from  contractors,  materialmen  and/or
laborers shall be conclusive proof of the cost thereof.

     C-1.03  Landlord  shall make all structural  and exterior  repairs  (except
those set forth in Section  C-1.01  and, at  Landlord's  option,  those  repairs
necessitated  by the acts or omissions of Tenant,  its employees,  agents and/or
contractors) to the Building,  and shall maintain and make all necessary repairs
and  replacements  to the common  areas and parking  areas,  including,  without
limitation,  the maintenance of appropriate insurance,  removal of snow and ice,
necessary  repairs to any plumbing lines and electrical  wires (above ground and
underground,  except  those which serve  exclusively  the  Premises or any other
premises in the Building), striping, landscaping, clean-up, bulb, lamp and light
stanchion replacement (excluding any permitted signs of Tenant and other tenants
in the Building), systems maintenance and the cost of rental collection.  Tenant
shall  be  responsible  for  Tenant's  Pro-rata  Share  of the  cost of all work
performed  by  Landlord  under this  Section  and shall pay  Landlord as Rent on
account thereof the Monthly Maintenance Amount, in equal monthly installments in
advance  on the  first day of the Term and  thereafter  on the first day of each
month during the Term. Tenant's Pro-rata Share for purposes of this C-1.03 shall
be defined  differently  then as defined in A-1.18.  For purposes of this C-1.03
Tenant's  Pro-rata  Share  shall be  calculated  as  follows:  a  fraction,  the
numerator of which shall be the Rentable  Square Footage of the Premises and the
denominator  of which shall be the  current  gross  leased area of the  Building
including the Premises.  Simultaneously  with the  recomputation  of the Minimum
Rent pursuant to Article B-1,  Landlord shall recompute the Monthly  Maintenance
Amount in the same manner in which the Minimum Rent is recomputed,  as set forth
in Section B-1.01.  Notwithstanding the foregoing,  Tenant shall bear the entire
cost of any repair or maintenance  work  necessitated  by any act or omission of
Tenant, its employees, agents and/or contractors, including, without limitation,
the costs of cleaning and pumping the storm drains and drywells  situated  about
the Property.

     Within one hundred  twenty days after the  expiration of the first calendar
year during the Term, Landlord shall deliver to Tenant a statement of the actual
cost of such work  referred to above.  If such  statement  shows that Tenant has
paid  less  than  Tenant's  Pro-rata  Share of such  costs,  then  Tenant  shall
immediately  pay to Landlord the  difference.  Each calendar year thereafter the
same procedure  shall be followed.  It is intended that the Monthly  Maintenance
Amount  shall be the  minimum  charge to Tenant for  Landlord's  performance  of
maintenance and repair work under this Section.

     C-1.04 The term  "structural  repairs"  shall be deemed to mean repairs and
replacements of and to the structural steel,  foundation,  roof deck and bearing
walls only. The term non-structural  repairs shall be deemed to mean all repairs
and replacements other than structural repairs.

     C-1.05 Tenant shall pay as Rent on demand  Tenant's  Pro-rata  Share of the
cost of the supervisory service for the Building's sprinkler system, if any.

     C-1.06 Tenant shall not cause or permit any individual(s) to enter upon the
roof of the Building without  Landlord's  express prior written consent.  Tenant
shall not allow any grease or other foreign substance to be deposited within the
plumbing  system or the HVAC system  servicing the Premises,  or elsewhere in or
about the Premises.

     C-1.07  Tenant  shall  pay its  Pro-rata  Share of the cost of  maintaining
service  agreements  for the  maintenance  of all heating  and air  conditioning
equipment in or on the roof of the Premises.

     C-1.08 Tenant shall at its own expense,  comply with all  applicable  laws,
ordinances and requirements for the sorting or separation of Tenant's garbage.

     Article C-2. Utilities

     C-2.  01 The term  "Utility  Charge"  shall  mean all  expenses  and  costs
incurred by Landlord in  connection  with the  delivery of or  provision  to the
Premises of gas, electricity,  water, heat, steam, hot water and other utilities
supplied to the  Premises.  Tenant  shall pay on the first day of each and every
month during the first year of the Term, in advance, the Monthly Utility Charge.
If at the end of the  first  lease  year of the Term the total  Monthly  Utility
Charges paid by Tenant shall be less than Tenant's  Pro-rata Share of the actual
Utility  Charge paid by Landlord for said year,  Tenant shall pay the deficiency
to Landlord upon demand.  If such payments shall exceed Tenant's  Pro-rata Share
of the  Utility  Charge  paid by  Landlord  for said year,  the excess  shall be
credited  toward the Monthly  Utility  Charge next coming due. At the end of the
first lease year of the Term,  Landlord  shall  recompute  the  Monthly  Utility
Charge  required to be made by Tenant  during the second lease year of the term,
said payments to be one-twelfth (1/12) of the total amount of the Utility Charge
Tenant was required to pay during the first lease year of the Term.

     A like  procedure  shall  be  followed  for  each  succeeding  lease  year.
Notwithstanding  the  foregoing,  if at any time during any lease year  Landlord
shall  determine that the Monthly Utility Charge will be insufficient to pay the
Utility Charges as they come due, Landlord may, at its election,  require Tenant
to pay the amount of the  deficiency  in one  payment or  increase  the  Monthly
Utility Charge.  Monthly Utility Charges under this Section shall be apportioned
at the commencement and expiration of the Term, if necessary.

     C-2.02  Tenant  shall not  apply for any  separate  utility  meter  without
Landlord's  prior written  consent.  If and so long as Tenant shall not have any
separate  utility meter,  Tenant shall pay Landlord as Rent the Monthly  Utility
Charge with each installment of Rent. If the rates for any utility are increased
by the  utility  company  furnishingit,  the  Monthly  Utility  Charge  shall be
increased pro-rata by the same percentage as the rate was increased.

     C-2.03 Tenant, at its sole cost and expense,  shall maintain all applicable
utility  company  service lines and meters  located in or on the exterior of the
Premises.

     Article C-3. Parking Facilities

     C-3.01 Unless the Premises  shall  constitute the entire  Building,  Tenant
shall cause all of its  principals,  officers and employees to park Tenant's and
their vehicles  (collectively,  the "Company  Vehicles")  solely in areas of the
parking field, if any,  designated by Landlord for such purpose.  Each and every
violation of this clause shall be deemed a breach of a substantial obligation of
Tenant, and, without limiting  Landlord's other remedies therefor,  Tenant shall
pay for them as Rent the Daily  Late  Charge for each  motor  vehicle  parked in
violation of this provision.

     C-3.02 Unless Landlord shall at any time designate  otherwise,  the parking
area(s)  behind the rear of the Building  shall be the area  designated  for the
parking of Company  Vehicles.  Tenant shall,  upon Landlord's  request,  furnish
Landlord with the automobile registrations (year, make and license plate) of all
principals,  employees  and  agents of Tenant  who  either  are  employed  at or
frequently visit the Premises.

     C-3.03  Landlord  reserves the right, at any time and from time to time, to
(a) change the size, location, elevation and or nature of the Building's parking
facility, (b) close all or any part of the parking facility as may be necessary,
in Landlord's sole judgment,  to prevent a dedication thereof and/or the accrual
of any rights therein of any person or the public,  (c) close temporarily all or
any part of the parking facility to discourage  non-customer  use, (d) establish
and modify and enforce  reasonable rules and regulations with respect to the use
of the  parking  facility,  and  Tenant  shall  cause  all  of  its  principals,
employees,  agents,  invitees and licensees to comply with the same;  and/or (e)
transfer,  in whole or in part,  any of the  foregoing  rights  to any  party as
Landlord may, from time to time, determine.

     C-3.04 Unless the Premises shall constitute the entire  Building,  Landlord
shall have the right to place  self-adhering  stickers on or have towed away any
Company Vehicles which are parked in areas other than those designated  therefor
by  Landlord  or  which  otherwise  are not in  compliance  with any  rules  and
regulations of Landlord with respect to the parking facilities.  In the event of
repeated  occurrences  of the above,  Landlord may  terminate  this Lease in the
manner herein elsewhere  provided.  Landlord shall have no liability  whatsoever
for towing or stickering  Company Vehicles as aforesaid,  and Landlord shall use
reasonable  efforts to notify Tenant of the first occurrence  (only) of the same
before taking any such action.

     Article C-4. Signage

     C-4.01 Tenant shall not cause or permit the placement or other installation
of any signs on or about  the  Property  which  are  visible  from  outside  the
Premises without Landlord's prior written approval,  and, after the installation
of any such  approved  sign,  Tenant  shall not  cause or permit  the same to be
changed or altered in any respect without Landlord's prior written approval. Any
signs which  Landlord may approve shall in all events comply with all applicable
rules and regulations of county, town and other governmental authorities,  be of
a dignified  character and satisfy such other standards as Landlord may require.
The term "sign"  shall be deemed to  include,  without  limitation,  any form of
placard,  light or other advertising symbol or object  whatsoever,  whether of a
permanent or temporary nature.

     C-4.02 Tenant shall not cause or permit the placement or other installation
of any awning,  security gates or bars of any nature in, on or above any window,
door or other opening to the Premises without Landlord's prior written consent.

     C-4.03 If the Premises  shall not  constitute  the entire  Building and the
Premises shall be situated in whole or in part on the ground floor, Tenant shall
place a sign on the back door, if any, of the Premises, indicating Tenant's name
and the address of the Premises.

     C-4.04 Unless the Premises shall constitute the entire  Building,  Landlord
reserves  the  right  to  place a sign or  signs  on the  exterior  walls of the
Premises and Building,  indicating the name and/or  business of other tenants in
the Building.

     C-4.05  Notwithstanding  any other  provision  of this Lease,  Landlord may
install a pylon  directory  sign at the entrance to the Property for the benefit
of Tenants.  If Tenant elects to place Tenant's name on such pylon sign,  Tenant
shall be responsible  for paying to Landlord its Pro-rata Share of  installation
by Landlord for such sign.

     Article C-5. Liability for Hazardous Wastes

     C-5.01  Tenant  shall  not  cause  or allow to be  caused  on or about  the
Premises any Hazardous  Environmental  Condition (as hereinafter  defined),  and
Tenant shall not store,  manufacture,  dispose of, process, keep, or maintain at
the Premises any  substance or material  whatsoever  which has the  potential of
being deemed a hazardous substance or material by any governmental  jurisdiction
or authority including,  without limitation,  the governmental  jurisdictions or
authorities   described   below  in  the   definition  of  the  term   Hazardous
Environmental Condition. Tenant and Tenant's principals shall indemnify and hold
harmless Landlord, its officers, directors,  principals,  successors and assigns
and the Property from and against any and all claims, obligations,  liabilities,
violations,  penalties,  fines,  governmental  orders,  suits, causes of action,
judgments, damages (civil, criminal or both) and all other costs and expenses of
any  nature  whatsoever  including  without  limitation  consultants'  fees  and
attorneys'  fees,  which may result from any Hazardous  Environmental  Condition
caused in connection  with  Tenant's use or occupancy of the Premises.  The term
"Hazardous Environmental Condition" shall mean any condition in, on or under the
Premises  arising  from or in  connection  with any source or cause  whatsoever,
including,  without  limitation,  the spilling,  leaking,  leaching,  migration,
discharge,  dispersal,  release or escape of smoke,  vapors, soot, fumes, acids,
alkalis,  toxic chemicals,  liquids or gases,  petroleum or petroleum  products,
waste materials or other irritants, contaminants, pollutants or other substances
of any nature into or upon land, the atmosphere,  or any water course or body of
water,  or ground water whether  sudden and accidental or over a course of time,
which  either (a) has caused or has the  potential of causing  bodily  injury or
property  damage to any person or thing or (b) is or may hereafter be designated
as a "hazardous waste",  "hazardous substance",  "regulated waste" or "regulated
substance" or any other term of similar import by any governmental  jurisdiction
with authority,  including,  without limitation, the United States Environmental
Protection Agency, the New York Department of Environmental  Conservation and/or
the Nassau County Department of Health,  which requires or may hereafter require
the development and  implementation of a remedial program,  and/or result in the
imposition of fines and/or penalties, and/or impose on the Owner of the Premises
any  obligation  whatsoever.  The  foregoing  indemnification  shall survive the
termination of this Lease, and without limiting the generality of the foregoing,
Tenant and Tenant's  principals shall indemnify and hold harmless  Landlord from
and against (i) any and all liens for remedial expenses in favor of any federal,
state and/or local  governmental  authority or municipality and (ii) any and all
legal fees and disbursements  incurred in connection with defending any suits or
proceedings pertaining to a Hazardous Environmental Condition including suits to
enforce this Article.

     C-5.02  Landlord and its employees and agents shall have the right to enter
the  Demised  Premises at any time to conduct  tests at Tenant's  expense and to
inspect the Demised Premises. The purpose of any such tests or inspections shall
be to determine the condition,  specifically the environmental condition, of the
Premises and to insure Tenant's compliance with Article C-5.01.

     Article C-6. Miscellaneous

     C-6.01 The Rentable  Square  Footage of the  Premises has been  computed by
measuring at floor level from the outside exterior walls (or, in the case of any
overhang(s)  extending  from any such  wall(s),  from the outside,  of each such
overhang at the furthest  point from said exterior wall) and, if the Premises do
not  constitute the entire  Building,  the midpoint of demising  walls,  and the
outside  (common  area side) of demising  walls  between the Premises and common
corridors and areas, if any.