STANDARD FORM OF LOFT LEASE
                     The Real Estate Board of New York, Inc.
                     @ Copyright 1982. All Rights Reserved.
                  Reproduction in whole or in part prohibited.


  Agreement of Lease, made as of this 9th day of December 1998, between BURSTON
  REALTY CO., LLC, having an address at 1000 Grand Boulevard, PO Box 603, Deer
  Park, New York 11729, 631-242- 1155 party to the first part, hereinafter
  referred to as OWNER and P.C. WORKSTATION RENTALS, INC., d/b/a PWR SYSTEMS,
  INC., having and address at 3900 Veterans Memorial Highway, Suite 140,
  Bohemia, New York 11716, party to the second part, hereinafter referred to as
  TENANT.

  Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner
  4,940 square feet in the building known as 3512 Veterans Memorial Highways,
  Bohemia, New York, for the term of five (5) years. Preliminary term to
  commence on 1/1/99 and end on 1/30/99, the Main Term (or until such term shall
  sooner cease and expire as hereinafter provided) to commence on the 1st day of
  February nineteen hundred and ninety-nine, and to end on the both dates
  inclusive, at an annual rental rate of SEE RENT SCHEDULE ATTACHED HERETO AND
  MADE A PART HEREOF which Tenant agrees to pay in lawful money of the United
  States which shall be legal tender in payment of all debts and dues, public
  and private, at the time of payment, in equal monthly installments in advance
  on the first day of each month during said term, at the office of Owner or
  such other place as Owner may designate, without any set off or deduction
  whatsoever, except that Tenant shall pay the first monthly installment(s) on
  the execution hereof (unless this lease be a renewal).

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

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

  Occupancy:

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

  Use:

       2. Tenant shall use and occupy demised premises for office
  space/warehouse, distribution and sale of computers and other related uses,
  provided such use is in accordance with the Certificate of Occupancy for the
  building, if any, and for no other purpose.

  Alterations:

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

  Repairs:

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

  Window Cleaning:

       5. Tenant will not clean nor require, permit, suffer or allow any window
  in the demised premises to be cleaned from the outside in violation of Section
  202 of the New York State Labor Law or any other applicable law or of 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, or the Insurance Services Office, or any similar body
  which shall impose any violation, order or duty upon Owner or Tenant with
  respect to the demised premises, whether or not arising out of Tenant's use or
  manner of use thereof, or, with respect to the building, if arising out of
  Tenant's use or manner of use of the demised premises or the building
  (including the use permitted under the

<PAGE>


  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, order, 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 hereinafter 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 premises in any 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 failure to comply with the foregoing the fire insurance rate shall,
  at the beginning of this lease or at any time thereafter, be higher than it
  otherwise would be, then Tenant shall reimburse Owner, as additional rent
  hereunder, for that portion of all fire insurance premiums thereafter paid by
  Owner which shall have been charged because of such failure by Tenant. In any
  action or proceeding wherein Owner and Tenant are parties, a schedule or
  "make-up" or rate for the building or demised premises 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
  place and maintained by Tenant, at Tenant's expense, in settings sufficient,
  in Owner's judgement, to absorb and prevent vibration, noise and annoyance.

  Subordination:

       7. This lease is subject and subordinate to all ground or underlying
  leases and to all mortgages which may now or hereafter affect such leases or
  the real property of which demised premises are a part and to all renewals,
  modifications, consolidations, 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 mortgage, affecting any lease or the real property
  of which the demised premises are a part. In confirmation of such
  subordination, Tenant shall execute promptly any certificate that Owner may
  reasonably request.

  Property   Loss, Damage, Reimbursement, Indemnity:

       8. Owner or its agent shall not be liable for any damage to the 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 whatsoever nature,
  unless caused by or due to the negligence or misconduct 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 reasons whatsoever including, but not limited to, Owner's own
  acts, Owner shall not be liable for any damage Tenant may sustain thereby and
  Tenant shall not be entitled to any compensation therefor nor abatement or
  diminution of rent nor shall the same release Tenant from its obligations
  hereunder nor constitute an eviction. Tenant shall indemnify and save harmless
  Owner against and from all liabilities, obligations, damages, penalties,
  claims, costs and expenses for which Owner shall not be reimbursed by
  insurance, including reasonable attorney's fees, paid, suffered or incurred as
  a result of any breach by Tenant, Tenant's agents, contractors, employees,
  invitees, or licensees, of any covenant or condition of this lease, or the
  carelessness, negligence or improper conduct of the Tenant, Tenant's agents,
  contractors, employees, invitees or licensees. Tenant's liability under this
  lease extends to the acts and omissions of any sub-tenant, and any agent,
  contractor, employee, invitee or license of any sub-tenant. In case any action
  or proceeding is brought against Owner by reason of 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 thereof to Owner
  and this lease shall continue in full force and effect except as hereinafter
  set forth. (b) If the demised premises are partially damaged or rendered
  partially unusable by fire or other casualty, the damages thereto shall be
  repaired by and at the expense of the Owner and the rent, until such repair
  shall be substantially completed, shall be apportioned from the day following
  the casualty according to the part of the premises which is useable. (c) If
  the demised premises are totally damaged or rendered wholly useable by fire or
  other casualty, then the rent shall be proportionately paid up to the time of
  the casualty and thenceforth shall cease until the date when the premises
  shall have been repaired and restored by Owner, subject to Owner's right to
  elect not to restore the same as hereinafter provided. (d) If the demised
  premises are rendered wholly unusable or (whether or not the demised premises
  are damaged in whole or in part) if the building shall be so damaged that
  Owner shall decide to demolish it or to rebuild it, then, in any of such
  events, Owner may elect to terminate this lease by written notice to Tenant,
  given within 90 days after such fire or casualty, specifying a date for the
  expiration of the lease, which date shall not be more than 60 days after the
  giving of such notice, and upon the date specified in such notice the term of
  this lease shall expire as fully and completely as if such date were the date
  set forth above for the termination of this lease and Tenant shall forthwith
  quit, surrender and vacate the premises without prejudice however, to Owner's
  rights and remedies against Tenant under the lease provisions in effect prior
  to such termination, and any rent owing shall be paid up to such date and any
  payments of rent made by Tenant which were on account of any period subsequent
  to such date shall be returned to Tenant. Unless Owner shall serve a
  termination notice as provided for herein, Owner shall make the repairs and
  restorations under the conditions of (b) and (c) hereof, with all reasonable
  expedition, subject to delays due to adjustment of insurance claims, labor
  troubles and causes beyond Owner's control. After any such casualty, Tenant
  shall cooperate with Owner's restoration by removing from the premises as
  promptly as reasonably possible, all of Tenant's salvageable inventory and
  moveable equipment, furniture and other property. Tenant's liability for rent
  shall resume five (5) days after written notice from Owner that the premises
  are substantially ready for Tenant's occupancy. (e) Nothing contained
  hereinabove shall relieve Tenant from liability that may exist as a result of
  damage from fire or other casualty. Notwithstanding the foregoing, each party
  shall look first to any insurance in its favor before making any claim against
  the other party for recovery for loss or damage resulting from fire or other
  casualty, and to the extent that such insurance is in force and collectible
  and to the extent permittable by law, Owner and Tenant each hereby releases
  and waives all right of recovery against the other or any one claiming through
  or under each of them by way of subrogation or otherwise. The foregoing
  release and waiver shall be in force only if both releasors' insurance
  policies contain a clause providing that such a release or waiver shall not
  invalidate the insurance. If, and to the extent, that such waiver can be
  obtained only by the payment of additional premiums, then the party benefiting
  from the waiver shall pay such premium within ten days after written demand or
  shall be deemed to have agreed that the party obtaining insurance coverage
  shall be free of any further obligation under the provisions hereof with
  respect to waiver of subrogation. Tenant acknowledges that Owner will not
  carry insurance on Tenant's furniture and or furnishings or any fixtures or
  equipment, improvements, or appurtenances removable by Tenant and agrees that
  Owner will not be obligated to repair any damage thereto or replace the same.
  (f) Tenant hereby waives the provisions of Section 227 of the Real Property
  Law and agrees that the provisions of this article shall govern and control in
  lieu thereof.

  Eminent Domain:

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

  Assignment, Mortgage, Etc..

       11. 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 shall be deemed an
  assignment. If this lease be assigned, or if the demised premises or any part
  thereof be underlet or occupied by anybody other than Tenant, Owner may, after
  default by Tenant, collect rent from the assignee, under-tenant or occupant,
  and apply the net amount collected to the rent herein reserved, but no such
  assignment, underletting, occupancy or collection shall be deemed a waiver of
  this covenant, or the acceptance of the assignee, under-tenant or occupant as
  tenant, or release of Tenant from the further performance by Tenant of
  covenants on the part of Tenant herein contained. The consent by Owner to an
  assignment or underletting shall not in any wise be construed to relieve
  Tenant from obtaining the express consent in writing of Owner to any further
  assignment or underletting.

  Electric Current:

       12. Rates and conditions in respect to submetering or rent inclusion, as
  the case may be, to be added in RIDER attached hereto. Tenant covenants and
  agrees that at all times its use of electric current shall not exceed the
  capacity of existing leeders 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 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 and 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 the Tenant be entitled to
  any abatement of rent while such work is in progress nor to any damages by
  reason of loss or interruption of business or otherwise. Throughout the term
  hereof Owner shall have the right to enter the demised premises at reasonable
  hours for the purpose of showing the same to prospective purchasers or
  mortgagees of the building, and during the last six months of the term for the
  purpose of showing the same to prospective tenants and may, during said six
  months period, place upon the premises the usual notices "To Let" and "For
  Sale" which notices Tenant shall permit to remain thereon without molestation.
  If Tenant is not present to open or permit an entry into the premises, Owner
  or Owner's agents may enter the same whenever such entry may be necessary or
  permissible by master key or forcibly and provided reasonable care is
  exercised to safeguard Tenant's property, such entry shall not render Owner or
  its agents liable therefor, nor in any event shall the obligations of Tenant
  hereunder be affected. If during the last month of the term Tenant shall have
  removed all or substantially all of Tenant's property therefrom, Owner may
  immediately enter, alter, renovate or redecorate the demised premises without
  limitation or abatement of rent, or incurring liability to Tenant for any
  compensation and such act shall have no effect on this lease or Tenant's
  obligations hereunder.


<PAGE>


  Vault, Vault Space, Area:

       14. No Vaults, vault space or area, whether or not closed or covered, not
  within the property line of the building is leased hereunder, anything
  contained in or indicated on any sketch, blue print or plan, or anything
  contained elsewhere in this lease to the contrary notwithstanding. Owner makes
  no representation as to the location of the property line of the building. All
  vaults and vault space and all such areas not within the property line of the
  building, which Tenant may be permitted to use and/or occupy, is to be used
  and/or occupied under a revocable license, and if any such license be revoked,
  or if the amount of such space or area be diminished or required by any
  federal, state or municipal authority or public utility, Owner shall not be
  subject to any liability nor shall Tenant be entitled to any compensation or
  diminution or abatement of rent, nor shall such revocation, diminution or
  requisition be deemed constructive or actual eviction. Any tax, fee or charge
  of municipal authorities for such vault or area shall be paid by Tenant, 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 premises and accepts
  them as is, subject to the riders annexed hereto with respect to Owner's work,
  if any. In any event, Owner makes no representation as to the condition of the
  premises and Tenant agrees to accept the same subject to violations, whether
  or not of record. If any governmental license or permit shall be required for
  the proper and lawful conduct of Tenant's business, Tenant shall be
  responsible for and shall procure and maintain such license or permit.

  Bankruptcy:

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

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

  Default:

       17.  (1) If Tenant defaults in fulfilling any of the covenants of this
  lease; or if the demised premises becomes vacant or deserted "or if this lease
  be rejected under 235 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 make 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 failed to move into or take
  possession of the premises within fifteen (15) days after the commencement of
  term of this lease, then in any one or more of such events, upon Owner serving
  written five (5) days notice upon Tenant specifying the nature of said default
  and upon the expiration of said five (5) days, if Tenant shall have failed to
  comply with or remedy such default, or if the said default or omission
  complained of shall be of a nature that the same cannot be completely cured or
  remedied within said five (5) day period, and if Tenant shall not have
  diligently commenced during such default within such five (5) day period, and
  shall not thereafter with reasonable diligence and in good faith, proceed to
  remedy or cure such default, then Owner may serve a written three (3) days
  notice of cancellation of this lease upon Tenant, and upon the expiration of
  said three (3) days this lease and the term thereunder shall end and expire as
  fully and completely as if the expiration of such three (3) day period were
  the day herein definitely fixed for the end and expiration of this lease and
  the term thereof and Tenant shall then quit and surrender the demised premises
  to Owner but Tenant shall remain liable as hereinafter provided.

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

  Remedies of Owner and Waiver of Redemption:

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

  Fee and Expenses:

       19. If Tenant shall default in the observance or performance of any term
  or covenant on Tenant's part to be observed or performed under or by virtue of
  any of the terms or provisions in any article of this lease, then, unless
  otherwise provided elsewhere in this lease, Owner may immediately or at any
  time thereafter and without notice perform the obligation of Tenant
  thereunder. If Owner, in connection with the foregoing or in connection with
  any default by Tenant in the covenant to pay rent hereunder, makes any
  expenditures or incurs any obligations for the payment of money, including but
  not limited to attorneys' fees, in instituting, prosecuting or defending any
  action or proceedings, then Tenant will reimburse Owner for such sums so paid
  or obligations incurred with interest and costs. The foregoing expenses
  incurred by reason of Tenant's default shall be deemed to be additional rent
  hereunder and shall be paid by Tenant to Owner within five (5) days of
  rendition of any bill or statement to Tenant therefor. If Tenant's lease term
  shall have expired at the time of making 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 the 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 or the demised premises, the rents, leases, expenses of
  operation or any other matter or thing affecting or related to the demised
  premises or the building except as herein expressly set forth and no rights,
  easements, or licenses are acquired by Tenant by implication or otherwise
  except as expressly set forth in the provisions of this lease. Tenant has
  inspected the building and the demises premises and is thoroughly acquainted
  with their condition and agrees to take the same "as is" on the date
  possession is rendered 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 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


<PAGE>


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

  End of Term:

       22. Upon the expiration of other termination of the term of this lease,
  Tenant shall quit and surrender to Owner the demises premises, broom clean, in
  good order and condition, ordinary wear and damages which Tenant is not
  required to repair as provided elsewhere in the lease excepted, and Tenant
  shall remove all its property from the demises 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 a 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
  demises 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, not shall the same be
  construed in anyway to extend the term of this lease, but the rent payable
  hereunder shall be abated (provided Tenant is not responsible for Owner's
  inability to obtain possession or complete any work required) until after
  Owner shall have given Tenant notice that the premises are substantially ready
  for Tenant's occupancy. If permission is given to Tenant to enter into the
  possession of the demised premises or to occupy premises other than the
  demised premises prior to the date specified as the as the commencement of the
  term of this lease. Tenant covenants and agrees that such occupancy shall be
  deemed to be under all the terms, covenants, conditions and provisions of this
  lease, except as to the covenant to pay rent. The provisions of this article
  are intended to constitute "an express provision to the contrary" within the
  meaning of Section 223-a of the New York Real Property Law.

  No Waiver:

       25. The failure of 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 and 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, not 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 demised premises shall be deemed payments for
  the account of Tenant. Acceptance by Owner of rent from anyone other that
  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 demises premises to such payor, or as modification of the provisions of
  this lease. No act or thing done by Owner to Owner's agents during the term
  hereby demises shall be deemed an acceptance of a surrender of said premises
  and no agreement to accept such surrender shall be valid unless in writing
  signed by Owner. No employee of Owner or Owner's agent shall have any power to
  accept the keys of said premises prior to the termination of the lease and the
  delivery of keys to any such agent or employee shall not operate as a
  termination of the lease or a surrender of the premises.

  Waiver of Trial by Jury:

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

  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 by affected, impaired or excused because
  Owner is unable to fulfill any of its obligations under this lease or to
  supply or is delayed in supplying any service expressly or impliedly to be
  supplied or is unable to make, or is delayed in making any repair, additions,
  alterations or decorations or is unable to supply or is delayed in supplying
  any equipment or fixtures if Owner is prevented or delayed from so doing by
  reason of strike or labor troubles or any cause whatsoever beyond Owner's sole
  control including, but not limited to, government preemption in connection
  with a National Emergency or by reason of any rule, order or regulation of any
  department or subdivision thereof of any government agency or by reason of the
  conditions of supply and demand which have been or are affected by war or
  other emergency.

  Bill 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 it, 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 of 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 the ordinary lavatory purposes (of which fact Tenant constitutes
  Owner to be the sole judge) Owner may install a water meter and thereby
  measure Tenant's water consumption for all purposes. Tenant shall pay Owner
  for the cost of the meter and the cost of installation, thereof and throughout
  the duration of Tenant's occupancy Tenant shall keep said meter and
  installation equipment in good working order and repair at Tenant's own cost
  and expense in default of which Owner may cause such meter and equipment to be
  replaced or repaired and collect the cost thereof from Tenant, as additional
  rent. Tenant agrees to pay for water consumed, as shown on said meter as and
  when bills are rendered, and on default in making such payment Owner may pay
  such charges and collect the same from Tenant, as additional rent. Tenant
  covenants and agrees to pay, as additional rent, the sewer rent, charge or any
  other tax, rent, levy or charge which nor or hereafter is assessed, imposed or
  a lien upon the demised premises or the realty of which they are part pursuant
  to law, order or regulation made or issued in connection with the use,
  consumption, maintenance or supply of water, water system or sewage or sewage
  connection or system. If the building or the demised premises or any part
  thereof is supplied with water through a meter through which water is also
  supplied to other premises Tenant shall pay to Owner, as additional rent, on
  the first day of each month, 0% ($0) of the total meter charges as Tenant's
  portion. Independently of and in addition to any of the remedies reserved to
  Owner hereinabove or elsewhere in this lease, Owner hereinabove or elsewhere
  in this lease, Owner may sue for and collect any monies to be paid by Tenant
  or paid by Owner for any of the reasons or purposes hereinabove set forth.

  Sprinklers:

       30. Anything elsewhere in this lease to the contrary notwithstanding, if
  the New York Board of Fire Underwriters or the New York Fire Insurance
  Exchange or any bureau, department or official of the federal, state or city
  government recommend or require the installation of a sprinkler system or that
  any changes, modifications, alterations or additional sprinkler heads or other
  equipment be made or supplied in an existing sprinkler system by reason of
  Tenant's business, or the location of partitions, trade fixtures or other
  contents of the demised premises, or for any other reason, or if any such
  sprinkler system installations, modifications, alterations, additional
  sprinkler heads or any other such equipment, become necessary to prevent the
  imposition of a penalty or charge against the full allowance for a sprinkler
  system in the fire insurance rate set by any Exchange or by any fire insurance
  company, Tenant shall, at Tenant's expense, promptly make such sprinkler
  system installations, changes, modifications, alterations and supply
  additional sprinkler heads or other equipment as required whether the work
  involved shall be structural or non-structural in nature. Tenant shall pay to
  Owner as additional rent the sum of $0, on the first day of each month during
  the term of this lease, as Tenant's portion of the contract price for
  sprinkler supervisory service.

  Elevators, Heat, Cleaning:

       31. As long as Tenant is not in default under any of the covenants of
  this lease Owner shall: (a) provide necessary passenger elevator facilities on
  business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.;
  (b) if freight elevator service is provided, same shall be provided only on
  regular business days Monday through Friday inclusive, and on those days only
  between the hours of 9 a.m. and 12 noon and between 1 p.m. and 5 p.m.; (c)
  furnish heat, water and other services supplied by Owner to the demised
  premises, when and as required by law, on business days from 8 a.m. to 6 p.m.
  and on Saturdays from 8 a.m. to 1 p.m.; (d) clean the public halls and public
  portions of the building which are used in common by all tenants. Tenant
  shall, at Tenant's expense, keep the demised premises, including the windows,
  clean and in order, to the satisfaction of Owner, and for that purpose shall
  employ the person or persons, of corporation approved by Owner. Tenant shall
  pay to the 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 be 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, elevator, plumbing and electric systems, when necessary, by reason of
  accident, or emergency, or for repairs, alterations, replacements or
  improvements, in the judgment of Owner desirable or necessary to be made,
  until said repairs, alterations, replacements or improvements shall have been
  completed. If the building of which the demises premises are a part supplies
  manually operated elevator service, Owner may proceed with alterations
  necessary to substitute automatic control elevator service upon ten (10) day
  written notice to Tenant without in any way affecting the obligations of
  Tenant hereunder, provided that the same shall be done with the minimum amount
  of inconvenience to Tenant, and Owner pursues with due diligence the
  completion of the alterations.



<PAGE>


  Security:

       32. Tenant has deposited with Owner the sum of $10,000.00 as security for
  the faithful performance and observance by Tenant of the terms, provisions and
  conditions of this lease; it is agreed that in the event Tenant defaults in
  respect of any of the terms, provisions and conditions of this lease,
  including, but not limited to, the payment of rent and additional rent, Owner
  may use, apply or retain the whole or any part of the security so deposited to
  the extent required for the payment of any rent and additional rent or any
  other sum as to which tenant is in default or for any sum which Owner may
  expend or may be required to expend by reason of Tenant's default in respect
  of any of the terms, covenants and conditions of this lease, including but not
  limited to, any damages or deficiency in the reletting of the premises,
  whether such damages or deficiency accrued before or after the 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 demises 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 successor or assigns shall be bound by any such assignment,
  encumbrance, attempted assignment or attempted encumbrance.

  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 demises 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
  meaning. The term "rent" includes the annual rental rate whether so-expressed
  or expressed in monthly installments, and "additional rent". "Additional rent"
  means all sums which shall be due to new Owner from Tenant under this lease,
  in addition to the annual rental rate. The term "business days" as used in
  this lease, shall exclude Saturdays (except such portion thereof as is covered
  by specific hours in Article 31 hereof), Sundays and all days observed by the
  State of Federal Government as legal holidays and those designated as holidays
  by the applicable building service union employees service contract or by the
  applicable Operating Engineers contract with respect to HVAC service.

  Adjacent Excavation - Shoring:

       35. If in an excavation shall be made upon land adjacent to the demised
  premises, or shall be authorized to be made, Tenant shall afford to the person
  causing or authorized to cause such excavation, license to enter upon the
  demised premises for the purpose of doing such work as said 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 Rule 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
  Regulation hereafter made or adopted by Owner or Owner's agents, the parties
  hereto agree to submit the question of the reasonableness of such Rule or
  Regulation for decision to the New York office of the American Arbitration
  Association, whose determination shall be final and conclusive upon the
  parties hereto. The right to dispute the reasonableness of any additional Rule
  or Regulation upon Tenant's part shall be deemed waived unless the same shall
  be asserted by service of a notice, in writing upon Owner within ten (10) days
  after the giving of 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. Owner shall replace, at the expense of the Tenant, any and all plate
  and other glass damaged or broken from any cause whatsoever in and about the
  demised premises. Owner may insure, and keep insured, at Tenant's expense, all
  plate and other glass in the demised premises for and in the name of Owner.
  Bills for the premiums therefor shall be rendered by Owner to Tenant at such
  times as Owner may elect, and shall be due from, and payable by, Tenant when
  rendered, and the amount thereof shall be deemed to be, and be paid, as
  additional rent.

  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 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 other than Tenant, such directory board listing shall not be
  construed as the consent by Owner to an assignment or subletting by Tenant to
  such person or persons.

  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, successors, and except as otherwise provided
  in this lease, their assigns.

                 SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF








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

                                        BURTSON REALTY CO,., LLC
  Witness for Owner:
                                        By:    /s/ Glenn Feldman
                                           ---------------------------------
  -----------------------------------      Glenn Feldman, Managing Member


                                        P.C. WORKSTATION RENTALS, INC.
                                        d/b/a PWR SYSTEMS

  Witness for Tenant:
                                        By:    David N. Salav
                                            ---------------------------------
                                            David N. Salav, President
  -------------------------------------


<PAGE>


  RIDER ANNEXED TO AND MADE PART OF THE LEASE, ("Lease") dated the ___  day of
  December, 1998, between BURTSON REALTY CO., LLC, as Landlord/Owner and P.C.
  PWR SYSTEMS, as Tenant.
  ------------------------------------------------------------------------------
  1.   Application of this Rider.
       -------------------------

       A. Rider Provisions Paramount. If and to the extent that any of the
  provisions of this Rider conflict or are otherwise inconsistent with any of
  the preceding printed provisions of this Lease, or of the Rules and
  Regulations appended to this Lease, whether or not such inconsistency is
  expressly noted in this Rider, the provisions of this Rider shall prevail, and
  in the case of inconsistency with said Rules and Regulations shall be deemed a
  waiver of such Rules and Regulations with respect to Tenant to the extent of
  such inconsistency.

       B.   Additional Definitions.  For the purpose of this Lease, and all
  agreements supplemental to this Lease, and all communications with respect
  thereto, unless the context otherwise requires:

                 (1) "Additional Rent" shall mean all sums of money, other than
  basic rent, as shall become due and payable from Tenant to Landlord hereunder,
  and Landlord shall have the same remedies therefor as for a default in payment
  of basic rent.

                 (2)  "Affiliate" shall mean an entity which is under common
  ownership of either Landlord or Tenant (as the case may be) or in which a
  shareholder of Landlord or Tenant (as the case may be) owns a majority
  interest or any individual shareholder of any of the foregoing.

                 (3) "Business Day" shall mean any day other than a Saturday,
  Sunday or other day designated as the official date of observance of an
  American National Holiday.

                 (4) "Lease Year" shall be defined as twelve (12) consecutive
  calendar months commencing with the month during which the term of this Lease
  commences.

                 (5)  "Operating Expenses" shall mean all costs of maintenance,
  repairs, utilities, taxes, insurance and any and all other expenses in
  connection with the operation or maintenance of the land and Building by
  Tenant as required by this Lease including without limitation.

                 All reasonable costs of operation and maintenance of the land
  and Building of which the demised premises form a part, including without
  limitation, power, water, waste disposal and other utilities, maintenance and
  repairs.

                 (6)  "Demised Premises" shall mean the parcel of land shown on
  the site plan annexed hereto as Schedule "A", the Building (hereinafter
  defined), and all other improvements to the land now present or hereinafter
  made.

                 (7) "Real Estate Taxes" shall mean the sum of the real estate
  taxes and assessments and special assessments imposed upon the Building and
  the land, and any rights or interests appurtenant to either. Real Estate taxes
  shall also include any taxes attributable to improvements of whatever kind and
  to whomever belonging, situated or installed in or upon the Demises Premises,
  whether or not affixed to the realty. If at any time during the

                                        1


<PAGE>


  term of this lease the methods of taxation prevailing at the commencement of
  the term hereof shall be altered so that in lieu of or as a substitute for or
  in addition to the whole or any part of the taxes, assessments, levies,
  impositions or charges now levied, assessed or imposed on real estate and the
  improvements thereon, there shall be levied, assessed or imposed (i) a tax,
  assessment, levy or otherwise on the rents received therefrom, or (ii) a tax,
  assessment, levy, imposition or charge measured by or based in whole or in
  part upon the Demised Premises and imposed upon Landlord, or (iii) a license
  fee or charge measured by the rents payable by Tenant to Landlord, then all
  such taxes, assessments, levies, impositions or charges, or the part thereof
  so measured or based, shall be deemed to be included within the term "Real
  Estate Taxes" for the purposes herein.

                 (8) "Structural Elements" shall mean exterior plumbing, base
  building electrical, structural roof, walls, foundations, floors, and all
  other elements comprising the building's structure, and sidewalks, curbing,
  driveways, catchment basins, storm drains, utilities drops and lines, and all
  other elements comprising the structure of the lot on which the building is
  located.

                 (9) "Tenant" shall mean Tenant herein named, or any assignee or
  other permitted successor in interest (immediate or remote) of Tenant herein
  named, when Tenant herein named or such assignee or other successor in
  interest, as the case may be, is in possession of the Demised Premises as
  owner of the Tenant's estate and interest granted by this Lease and also, if
  Tenant is not an individual or corporation, all of the individuals, firms
  and/or corporations or other entities comprising Tenant.

                 (10) "Tenant's Proportionate Share" shall mean 12.07%.

                 (11) The words "herein", "hereof", "hereby", "hereunder" and
  words of similar import, shall be construed to refer to this Lease as a whole
  and not to any particular Article or subdivision thereof unless expressly so
  stated.

                 (12) The words "include", "including", and "such as" shall each
  be construed as if followed by the phrase "without being limited to".

                 (13) The "Preliminary Term" shall commence on January 1, 1999
  and end on January 31, 1999. The "Main Term" shall be deemed to commence on
  the Delivery Date (as hereinafter defined)(the "Commencement Date"), which
  date is estimated to be February 1, 1999 and shall end on the fifth
  anniversary of the Delivery Date. In the event the Commencement Date is a date
  other than February 1, 1999, the Rent Schedule shall be adjusted accordingly.

                 (14) Words and phrases used in the singular shall be deemed to
  include the plural and vice versa, and nouns and pronouns used in any
  particular gender shall be deemed to include any other gender.

  2.   Building.
       --------

       Landlord, in consideration of the rents to be paid and the covenants and
  agreements to be performed and observed by Tenant, does hereby lease unto
  Tenant, and Tenant does hereby lease and take from Landlord, a portion of a
  one-story building (the "Building") to be constructed by Landlord in
  accordance with the provisions of this agreement and in accordance with the
  plans initialed by the parties hereto and to be located on that certain parcel
  of land described on Schedule "A" attached hereto (the land

                                        2


<PAGE>


  and Building constructed in accordance with the plans are collectively
  referred to herein as the "Project"). The Demised Premises, shall contain
  approximately 4,940 square feet of floor area, as delineated on the site plan
  attached hereto as Exhibit "A" and made a part hereof.

       Any extras shall be paid prior to installation. If not paid upon five (5)
  business days written notice, then any delay caused thereby shall accelerate
  the commencement of the payment of rent by the amount of days caused by such
  delay.

       Tenant may make any changes to the plans (including the items set forth
  above), however, any increase in cost shall be at Tenant's cost and any delays
  caused thereby shall not delay the payment of rent hereunder. Any decreases in
  price/cost which result from modifications made by Tenant shall reduce the
  applicable costs accordingly.

  3.   Floor Area of Building.
       ----------------------

       For purposes of this Lease, the square footage of the Building shall be
  the actual square footage, as determined pursuant to this paragraph, but in no
  event shall the floor area be greater than one hundred three (103%) percent of
  the floor area set forth in paragraph 2 above. After the Delivery Date
  (defined below), Tenant, at its option, may have the Building measured by an
  independent Architect at Tenant's expenses and within thirty (30) days of
  occupancy certify to Landlord the correct dimensions of the Building. All
  measurements shall be based upon Building, owners and managers association
  ("BOMA") standards for measurement. All depth measurements shall be from the
  outside of the front and rear walls. If Tenant's measurements reveal a floor
  area which is significantly (+ or - 5%) different from the floor area provided
  for in paragraph 2 above, Landlord shall have the option of:

       (a)  Accepting Tenant's measurements.

       (b) At Landlord's expense, having the space measured by an independent
  architect chosen by Landlord and Tenant, in which event Landlord and Tenant
  agree to abide by such measurement.

       Upon the determination of the actual floor area of the Building, the
  basic rent and all other charges payable by Tenant hereunder shall be adjusted
  to reflect the floor area of the Building with a proportionate reduction in
  rental based on a per square foot clause utilizing 4,940 square feet and the
  Basic Rent as set forth herein.

  4.   Basic Rent.
       ----------

       A.  Basic Rent. "Basic Rent" during the Main Term of the Lease commencing
  on  February 1, 1999, shall be payable at the annual base rates as set forth
  below, in equal monthly installments in advance on the first day of each month
  during said term, without any demand therefor and without any abatement,
  set-off or deduction of any kind whatsoever, as set forth on the Rent Schedule
  attached hereto and made a part hereof. Tenant shall remit its first months'
  rent (i.e., February 1, 1999 rent) upon execution of this Lease.

       B.  Security.  Upon  execution of this Lease Tenant has also deposited
  with Owner the sum of Ten  Thousand  and  00/100  ($10,000.00)  Dollars to
  secure the performance by Tenant of all of the terms, conditions, covenants
  and  agreements  of this  Lease, as more  particularly  set forth  herein,
  receipt of which is hereby

                                        3


<PAGE>


  acknowledged. Tenant's security deposit shall be placed in a
  federally-insured, interest-bearing account of a commercial bank duly
  authorized to do business in New York, to be selected by Landlord. Interest
  shall be added to the security, less an administrative charge of one (1%)
  percent of the security.

  5.   Administrative Charges.

       In the event Tenant fails to make payment of any charge hereunder for
  Basic Rent on or before the tenth day after such payment is due, as provided
  herein, Tenant shall pay as Additional Rent, in addition to any other charge
  or amount due hereunder, a sum equal to six (6) cents for each dollar unpaid
  as a liquidated damage amount, it being impossible to assess all of Landlord's
  additional costs (including inter alia the cost of funds and bookkeeping) in
  connection therewith. Said sum shall be immediately due and payable upon the
  expiration of such ten (10) day period. Acceptance of such late payment and
  administrative charge by Landlord shall in no event constitute a waiver of
  Tenant's default with respect to such overdue amount, nor prevent Landlord
  from exercising any of the other rights and remedies granted hereunder.

  6.   Landlord's Warranty.

       Notwithstanding the provisions of subparagraph (A) above, Landlord shall
  warranty for one (1) year the heating ventilation and air-conditioning system,
  plumbing or any other defects due to faulty workmanship, as well as the
  Structural Elements except as the result of Tenant's negligence or that of its
  agents and/or invitees.

  7.   Taxes.

       A. If the Real Estate Taxes at any time during the term of this Lease
  shall be greater than the Base Tax, whether by reason of an increase in the
  tax rate or in the assessed valuation, Tenant shall pay as Additional Rent for
  such tax year a sum equal to Tenant's Proportionate Share of the amount by
  which the Real Estate Taxes for such tax year are greater than the Base Tax
  (which amount is hereinafter called the "Tax Payment"). For purposes of this
  Lease, the Base Tax shall be the 1999/2000 Tax Year ("Base Tax"). Should this
  Lease terminate prior to the expiration of a tax year, such Tax Payment shall
  be prorated to, and shall be payable on, or as and when ascertained after the
  Expiration Date. Landlord's obligation to pay such Additional Rent and
  Landlord's obligation to refund pursuant to Part B below, as the case may be,
  shall survive the termination of this Lease. Payment of Additional Rent for
  any Tax Payment due from Tenant shall be made as and subject to the conditions
  hereinafter provided in this Article.

       B. Either Landlord or Tenant may commence a proceeding to reduce the
  assessment of the Land and Building. Any net refund (and payment of all
  reasonable expenses) during the term of this Lease shall be property of
  Tenant.

       C. At any time during a tax year after the Taxes for such tax year become
  known Landlord may, or else with reasonable promptness after the end of each
  tax year Landlord shall, render to Tenant a comparative statement showing the
  amount of the Base Tax,

                                        4


<PAGE>


  the amount of the Real Estate Taxes for such tax year and the Tax Payment, if
  any, due from Tenant for such tax year, indicating thereon in reasonable
  detail the computation of such Tax Payment. The Tax Payment shown on such
  comparative statement may, at Landlord's option, be payable in full or in such
  installments (not more frequently than monthly) as Landlord may determine.
  Tenant shall pay the amount of Tax Payment shown on such comparative statement
  (or the balance or a proportionate installment thereon, if only an installment
  is involved) concurrently with the installment of Fixed Rent then due or next
  due, or if such statement shall be rendered at or after the termination of
  this Lease within 30 days after such rendition. Whenever so requested, but not
  more often than once a year, Landlord will furnish Tenant with a reproduced
  copy of the bill (or receipted bill) for the Real Estate Taxes for the current
  or next preceding tax year.

       D. In no event shall the Fixed Rent payable under this Lease (exclusively
  of the Additional Rents payable under this paragraph) be reduced.

       E. If the term of this Lease expires on a day other than the last day of
  a tax year, rental increases pursuant to subparagraph (A) above shall be
  pro-rated as of said expiration date. The provisions of this paragraph shall
  survive the expiration or termination of this Lease.

       F. In the event of a taking, pursuant to the power of eminent domain, of
  a portion of the Building under such circumstances as shall not result in a
  termination of this Lease, then from and after the date of such taking (i) the
  Base Tax Amount shall be deemed reduced in proportion to the reduction in the
  number of square feet of rental space in the Building resulting from such
  taking.

       G. It is agreed between the partied hereto that in addition to the items
  of Additional Rent specified herein, the Tenant will pay all increases in Real
  Estate Taxes which may be attributable to additions or improvements to the
  Demised Premises made by the Tenant, or on the Tenant's behalf. Payments of
  these items of Real Estate Taxes shall be made by the Landlord and reimbursed
  by the Tenant to the Landlord no later than fifteen (15) days prior to the
  date the same are due and payable to the appropriate taxing authorities.

       H. Special Assessment for Improvements. Tenant shall pay to Landlord as
  Additional Rent, within thirty (30) days after the same shall be paid by
  Landlord, an amount equal to 12.07% of any assessment or installment thereof
  for public betterments or improvements which may be levied from the date of
  execution of this Lease upon Land and/or Building. Landlord shall take the
  benefit of the provisions of any statute or ordinance permitting any such
  assessment to be paid over a period of time and Tenant shall be

                                        5


<PAGE>


  obligated to pay only the said percentage of the installments of any such
  assessments, together with interest thereon which shall become due and paid
  during the term of the Lease and any extensions thereof.

  8.   Insurance.
       ---------

       Tenant agrees, at Tenant's sole cost and expense, to carry and maintain,
  through the term of this Lease, the following insurance:

            (i)  Comprehensive general liability insurance in the amount of One
  Million ($1,000,000.00) Dollars against all claims, demands or actions for
  injury to or death of persons or property arising from, relating to, or in any
  way connected with the conduct and operation of Tenant's business in the
  Demised Premises or caused by actions or omissions of Tenant, its agents,
  servants, employees, licensee, guests, invitees and contractors, which shall
  name as insureds in addition to Tenant, Landlord, Landlord's managing agent(s)
  and other agents, if any designated by Landlord, as additional insureds.

            (ii) An excess liability policy, sometimes referred to as an
  umbrella policy, covering the Demised Premises in the amount of Two Million
  ($2,000,000.00) Dollars which shall include liability coverage in excess of
  the coverage required pursuant to this Article. The umbrella policy shall name
  Landlord and Landlord's managing agent(s), and other agents, if any designated
  by Landlord, as additional insureds.

       The insurance policies to be carried by Tenant hereunder shall contain
  provisions or endorsements sufficient to effect the following:

       (a) The interest of designated insureds shall not be invalidated by any
  breach or violation by other named insured, of any of the warranties,
  declarations or conditions of the policies;

       (b) With respect to the liability policies maintained by the Tenant, the
  "hold harmless" obligations of Tenant pursuant to this Lease shall be insured
  as contractual obligation;

       (c) Insurer will not cancel or modify such policy except after thirty
  (30) days' prior written notice to Landlord;

       (d) With respect to the property and fire insurance maintained by
  Landlord, such policies shall provide that the release or waiver of
  subrogation hereinafter set forth shall not invalidate the insurance;

       (e) Prior to the time such insurance is first required to be carried by
  Tenant, and thereafter, at least fifteen (15) days prior to expiration of any
  such policy, Tenant agrees to deliver to Landlord, certificates from the
  insurance company indication that said policy is in full force and effect.

  9.   Right to Perform Covenants.

       In the event of any breach of this Lease or of any covenant hereof by
  each party, the other party may, but shall not be obligated to, on five (5)
  business days' prior notice for all non-emergency events and immediately
  without notice for all emergency events, cure such breach for the account of
  and at the expense of the breaching party. If, by reason of such breach,
  either party is compelled or elects to pay any sum of money, or do any act
  which would require the payment of any sum of money, or incurs any

                                        6


<PAGE>


  expense, including reasonable attorney's fees, in instituting, prosecuting or
  defending any action or proceeding to enforce rights hereunder or otherwise,
  the sums so paid or expenses so incurred, together with the maximum interest
  allowable by law shall be paid within five (5) days of rendering a bill.

  10.  Additional Rent.
       ---------------

       In addition to basic rent, Tenant shall pay to Landlord without
  abatement, deduction, or set-off, all Additional Rent, at the place where
  basic rent is payable. Landlord shall have the same remedies for a default in
  the payment of Additional Rent as it has for a default in the payment of basic
  rent.

  11.  Broker.
       ------

       Each of Tenant and Landlord warrant and represent to the other that BHS
  Services and Atlantic Properties ("Brokers") were instrumental in consummating
  this Lease and that no conversations or negotiations were had by such party
  with any other broker concerning this Lease or the Demised Premises. Landlord
  and Tenant shall hold each other harmless from any claims or expenses related
  to a breach of the foregoing representation, including attorney's fees. Each
  of the parties acknowledge that the other is relying upon this representation
  and warranty and would not have entered into this Lease without such
  representation. Tenant and Landlord each agree to indemnify and hold the other
  harmless against any commissions, costs, claims, judgements or other expenses,
  including attorney's fees, for a brokerage commission arising out of any
  conversations or negotiations had by the indemnifying party with any broker.
  Any payments due to Landlord hereunder shall be due as Additional Rent. The
  warranties and representations contained in this paragraph shall survive the
  termination of this Lease. Landlord shall pay Broker pursuant to a separate
  agreement.

  12.  Landlord's Construction.
       -----------------------

       A.   Landlord shall, at Landlord's sole cost and expense, construct and
  complete the Demised Premises in accordance with the drawing specifications
  and layout attached hereto and made a part hereof (the "Plans").

       B.   Landlord shall construct on the property:

            (1) All automobile parking areas, pedestrian and vehicular
  accessways, sidewalks, ingress and egress areas, lighting fixtures,
  landscaping, pylon signs, and other improvements included in the project,
  which are either shown or provided for on Exhibit "A" attached hereto and made
  a part hereof; and

            (2) All sewer facilities and other utility facilities servicing the
  Demised Premises on a continuous basis (including, but not limited to, water,
  electric, and gas service lines)

       C.   Completion of Work; Delivery Date

            (1) Landlord shall diligently prosecute Landlord's Construction to
  completion without substantial interruption or delay, in a first-class and in
  a good and workmanlike manner, using good materials, in accordance with the
  Plans (with respect to the Demised Premises), and in compliance with all
  applicable laws and regulations of the federal, state and municipal
  governments, or any department or division thereof, including building codes.
  Landlord, at Landlord's expense, shall procure all building and other permits
  and approvals necessary for performing Landlord's Construction.

                                        7


<PAGE>


            (2) The "Delivery Date" shall be the day upon which Landlord's
  Construction, including the "extras" with respect to the Demised Premises has
  been substantially completed to the extent that (a) the floor, walls and roof
  have been completed as required under the Plans, (b) the electrical, gas and
  plumbing connections are operational, (c) all doors and locks (to the extent
  required under the Plans) have been installed so that the Demised Premises can
  be secured against theft and vandalism, (d) the Demised Premises are
  sufficiently free of debris, (e) the HVAC is operational, (f) driveway and
  other access to the building is complete.

       D.   Within thirty (30) days after the Delivery Date:

            (1) Landlord shall substantially complete Landlord's Construction
  and deliver into possession of the Demised Premises to Tenant, broom clean,
  together with all other requisite permits, approvals and certificates
  (including a Certificate of Occupancy) covering the work included in
  Landlord's Construction.

            (2)  Tenant shall have obtained all required governmental approvals
  and permits from the local jurisdiction for the design and installation of
  Tenant's standard building sign (as set forth in the Plans and Exhibit "A"
  attached hereto), and for Tenant's sign panel for all pylon signs on which
  Tenant has a right to place its panel as set forth herein. Landlord shall
  cooperate with Tenant in obtaining such approvals and permits.

            (3) Landlord shall have installed Tenant's sign panel (for which
  Tenant has obtained the required governmental approvals, and permits) on all
  pylon signs for which Landlord has obtained the required governmental
  approvals and on which Tenant has a right to place such panels as set forth
  herein.

  13.  Signs.
       -----

       Tenant shall not, without Landlord's prior written consent, place or
  install any sign on the roof nor any exterior wall of the Building (including
  without limitation, both the interior and exterior surfaces of windows and
  doors) not on any part of the land except that Tenant may install and
  maintain, at its own cost and expense, including payments for permits and the
  sign, a single flat-faced sign on the front of the Building, subject to the
  approval of Landlord as to dimensions, content, material, location and design.
  Tenant agrees that the sign shall not be installed on the Demised Premises
  until all governmental approvals and permits are first obtained, including
  payment for the same, and copies thereof delivered to Landlord together with
  evidence of payment for any fees pertaining to Tenant's sign. Tenant shall
  procure appropriate Worker's Compensation and liability insurance policies
  covering the installation and maintenance of any signs, and all such policies
  covering the installation and maintenance of any signs, and all such policies
  shall be delivered to the Landlord prior to the commencement of any work and
  shall provide that such policies are not cancellable, except upon ten (10)
  days' written notice to Landlord. In the event Landlord or its representatives
  shall deem it necessary to remove such sign or signs in order to make any
  repairs, alterations or improvements in and upon the Demised Premises,
  Landlord shall have the right to do so, without any liability to Tenant
  provided the same be removed and replaced at Landlord's expense, whenever the
  said repairs, alterations, or improvements or change shall have been
  completed. At the expiration or sooner termination of this Lease, unless
  notified to the contrary by Landlord, Tenant shall, at its sole cost and
  expense, remove its sign from the Building and repair any damage to the
  Demised Premises caused by the placement of said sign.

                                        8


<PAGE>


  14.  Repairs and Maintenance.
       -----------------------

       Tenant will, at its sole cost and expense, maintain the Demised Premises
  and make all repairs, restorations, and replacements to the Demised Premises
  (inside and out), including, without limitation, the heating, ventilating, air
  conditioning, mechanical, electrical, elevator, and plumbing systems, but
  excluding roof, walls and foundations and other Structural Elements and the
  fixtures and appurtenances to the Demised Premises. All such repairs,
  restorations, and replacements will be in quality and class substantially
  equal to the original work or installations. Tenant shall keep and maintain
  the Demised Premises (including, without limitation, the parking lot and
  landscaped areas) in a neat and attractive appearance. If Tenant fails to make
  such repairs, restorations, or replacements, Landlord may make them at the
  expense of Tenant in accordance with the provisions of set forth below.
  However, in no event shall Tenant be obligated to repair damage resulting from
  any act, omission or negligence of Landlord or its agents, employees,
  licensees or contractors who are employed by Landlord to perform work at the
  Demised Premises nor shall Landlord be responsible for repairs to the
  Structural Elements if caused by negligence of Tenant or its agents,
  employees, etc.

       If Tenant fails to make the aforesaid repairs or maintain the Demised
  Premises as herein required, Landlord may make such repairs and perform such
  maintenance and the cost thereof plus interest at the maximum rate allowable
  by law shall be Additional Rent hereunder payable with the next month's basic
  rent installment after submission.

       In addition to all of the foregoing repair obligations, upon Landlord's
  written request Tenant shall purchase, at its expense, a full service
  maintenance contract acceptable in form and content to Landlord for the life
  of this Lease and preventative maintenance to be done on at least a quarterly
  basis for the heating and air conditioning system. Tenant shall deliver a copy
  of said maintenance contract to Landlord within thirty (30) days of occupancy
  of the Demised Premises.

  15.  Utilities.
       ---------

       The Tenant, at it sole cost and expense, shall contract for and provide
  its own services and utilities in connection with the use, occupancy and
  operation of the Demised Premises for electricity, gas, telephone, water,
  sewer, fuel, heat and all other utilities and services, including garbage
  pick-up, required for the Demised Premises and shall pay the utility companies
  directly for any and all costs in connection therewith and shall indemnify
  Landlord on account thereof.

       Landlord shall not be liable for any failure of supply of any such
  utility service. Tenant shall pay all charges for said utilities and shall
  indemnify Landlord against any liability or damages on such accounts. This
  indemnification shall survive the termination of this Lease.

  16.  Use and Parking.
       ---------------

       A Tenant may not conduct any dangerous, hazardous, noxious or offensive
  use at the Demised Premises. Tenant shall first obtain all governmental
  permits and licenses as may be required for Tenant's specific use, and Tenant,
  at   Tenant's own cost and expense, at all times shall promptly comply with
  all present and future laws, ordinances, orders, regulations and insurance
  company requirements

                                        9


<PAGE>


  affecting the Demised Premises and their cleanliness, safety, occupation and
  use. Tenant's responsibility to comply shall include changes to the Demised
  Premises. Tenant will not perform any act or carry on any practice(s) that may
  injure the Building or constitute a legal nuisance to tenants of adjoining
  premises. Tenant shall not permit open storage at the exterior of the Demises
  Premises detrimental to the appearance of the garden-type industrial
  development, and shall require parking of cars for employees, customers and
  visitors, in connection with Tenant's business, to be done in the designated
  areas on the Demised Premises and not on any street.

       B. Landlord shall have no liability or responsibility whatsoever with
  regard to parking, including, without limitation, damage to, destruction of,
  theft from, or theft of, any car parked in the parking areas, all to be parked
  at the exclusive risk, cost and expense of Tenant, its agents, employees,
  servants, visitors or invitees.

       C. Subject to and in accordance with all rules, regulations, laws,
  ordinances, statutes and requirements of all governmental authorities and the
  Fire Insurance Rating Organization and the Board of Insurance Underwriters,
  and any similar bodies having jurisdiction thereof, Tenant covenants and
  agrees that it shall use the Demised Premises solely for the purposes as set
  forth on the first page hereof and for no other purposes.

  17.  Assignment or Subletting.
       ------------------------

       A. Subject to this paragraph, this Lease may not be assigned nor
  mortgaged without the prior written consent of Landlord which consent will not
  be unreasonably withheld, except that Tenant may, without Landlord's consent,
  but provided prior written notice is given assign this Lease to an entity
  which is successor to business conducted by Tenant at the Demised Premises.
  Any transfer by operation of law or otherwise, of Tenant's interest in this
  Lease (in whole or in part) shall be deemed an assignment of this Lease within
  the meaning of this paragraph.

  18.  Notice to Superior Mortgagees/Subordination.
       ------------------------------------------

       Tenant shall execute, acknowledge and deliver to Landlord, at any time
  and from time to time upon demand from Landlord, such documents as may be
  reasonably requested by Landlord or any mortgagee, or any holder of a deed of
  trust or other instrument described in this paragraph, to confirm or effect
  any such subordination.

  19.  Estoppel Certificate, Memorandum.
       --------------------------------

       Tenant shall, at any time and from time to time, at the request of
  Landlord, upon not less than three (3) business days notice, if given in
  person, or five (5) business days, if given by mail, execute and deliver to
  the other 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), certifying
  the dates to which the basic rent and Additional Rent have been paid, and
  stating whether or not to the knowledge of the signer, Landlord is in default
  in performance of any of its obligations under this Lease, and, if so,
  specifying each such default of which the signer may have knowledge, it being
  intended that any such statement delivered pursuant hereto may be relied upon
  by others with whom the party requesting such certificate may be dealing and
  any other information reasonably requested by Landlord.

                                       10


<PAGE>


  20.  Pornographic Uses Prohibited.
       ----------------------------

       Tenant agrees that the value of the Demised Premises and the reputation
  of the Landlord will be seriously injured if the Demised Premises are used for
  any obscene or pornographic purposes or any sort of commercial sex
  establishment. Tenant agrees that Tenant will not bring or permit any obscene
  or pornographic material on the Demised Premises, and shall not permit or
  conduct any obscene, nude, or semi-nude live performances on the Demised
  Premises, nor permit use of the Demised Premises for performances on the
  Demises Premises, nor permit the Demised Premises for nude modeling, rap
  sessions, or as a so-called rubber goods shop, or a sex club of any sort, or
  as a "massage parlor". Tenant further agrees that Tenant will not permit any
  of these uses by sublessees or assignees of the Demised Premises. This
  Paragraph shall directly bind any successors in interest to Tenant. Tenant
  agrees that if at any time Tenant violates any of the provisions of this
  Paragraph, such violation shall be deemed a breach of a substantial
  obligation of the terms of this Lease and objectionable conduct. Pornographic
  material is defined for purposes of this Paragraph as any written or pictorial
  matter with prurient appeal or any objects of instrument that are primarily
  concerned with lewd or prurient sexual activity. Obscene material is defined
  here as it is in Penal Law 235.00.

  21.  Financial Statements.
       --------------------

       Tenant shall, upon reasonable request by Landlord, furnish to Landlord
  and to prospective mortgagee(s) of the property such recent financial
  statements as Landlord or such prospective mortgagee(s) may reasonably
  request. Landlord shall maintain the confidentiality of the financial
  statements if the Tenant is not a publicly traded corporation, or if the
  information provided in such statements is not generally commercially
  available. Landlord shall not be liable to Tenant for the acts of its
  mortgagee(s), mortgage broker(s) or prospective mortgagee(s), nor shall any
  breach of this confidentiality requirement by Landlord's mortgagee be deemed a
  breach by Landlord of this Lease, which shall remain in full force and effect.

  22.  Indemnification and Liability of Landlord.
       -----------------------------------------

       A. Tenant shall indemnify and save Landlord and its agents harmless
  against and from (1) any and all claims arising from (a) the conduct of
  business in or management (other than by Landlord) of the Demised Premises, or
  (b) any work or thing whatsoever done, or any condition created (other than by
  Landlord, its agents, employees, invitees and contractors employed by Landlord
  to perform Landlord's work at the Demised Premises) in or about the Demised
  Premises during the term of this Lease or during the period of time, if any,
  prior to the Commencement Date that Tenant may have been given reasonable
  access to the Demised Premises pursuant to this Lease, or (2) all reasonable
  costs, expenses and liabilities actually incurred in or in connection with
  each such claim or action or proceeding is brought thereon. In case any such
  action or proceeding is brought against Landlord by reason of any such claim,
  Tenant, upon notice from Landlord, shall resist and defend such action or
  proceeding. Tenant shall keep Landlord apprised at all times of the status of
  such defense.

       B. Tenant shall look only to Landlord's estate and interest in the Land
  and Building or the proceeds therefrom and insurance (or the proceeds thereof)
  for the satisfaction of Tenant's remedies for the collection of any judgment
  (or other judicial process) requiring the payment of money by Landlord in the
  event of any default by

                                       12


<PAGE>


  Landlord under this Lease, and no other property or assets of Landlord shall
  be subject to levy, execution or other enforcement procedure for the
  satisfaction of Tenant's remedies under or with respect to this Lease, the
  relationship of Landlord and Tenant hereunder or Tenant's use and occupancy of
  the Demised Premises.

  23.  Condemnation.
       ------------

       A. If ten (10%) percent or more of the Demised Premises shall be taken
  for any public or quasi-public use under any statute or by right of eminent
  domain, or by private purchase in lieu thereof, then Landlord and Tenant shall
  each have the right to terminate this Lease on thirty (30) days written notice
  to the other given within sixty (60) days after the date of such taking.

       B. If any part of the Demised Premises shall be so taken and this Lease
  shall not terminate or be terminated under the provisions of Paragraph "A"
  above, then the basic rent shall be equitably apportioned according to the
  floor space so taken and Landlord shall make all necessary repairs or
  alterations to the Demised Premises so as to constitute that portion of the
  Building and other improvements on the Demised Premises not taken as a
  complete architectural unit and/or as nearly similar in character as
  practicable to what they were before taking.

       C. All compensation awarded or paid upon such a total or partial taking
  of the Demised Premises shall belong to and be the property of Landlord
  without any participation by Tenant; Tenant hereby waives its right to
  prosecute any claim, directly against the condemning authority in such
  condemnation proceedings for loss of business, and/or depreciating to, damage
  to, and/or the value of stock and/or trade fixtures, furniture and other
  personal property belonging to the Tenant. In no event shall Tenant make any
  claim for the value of the unexpired term of the Lease. Tenant may pursue its
  own claim for costs of relocation including the costs of building out a new
  facility.

  24.  Pollution Indemnification.
       -------------------------

       Unless in full compliance with all applicable law(s), permit(s),
  order(s), ordinance(s), rule(s), regulation(s) or other valid governmental
  approval(s), of any federal, state, or local government, or any subdivision of
  the foregoing, whether now in effect, or hereafter enacted, Tenant agrees that
  no part of the Demised Premises will be used for, and Tenant shall not suffer
  or allow, the treatment, generation, manufacture, use, refining, production,
  storage, disposal, burial, dispersal, release, or placement of hazardous or
  toxic substances (as hereinafter defined), petroleum products, pollutants or
  contaminants, and that Tenant shall not release, suffer or permit the release
  of any hazardous or toxic substance, petroleum products, pollutants or
  contaminants onto the Demised Premises or into the subsurface thereof or onto
  any property whatsoever, including without limitation, surface water and
  ground waters. Furthermore, Tenant shall not cause or permit to occur any
  violation of any federal, state or local law, ordinance, regulation or order
  now or hereafter enacted, related to environmental conditions on, under or
  about the Demised Premises, or arising from Tenant's use or occupancy of the
  Demised Premises, including, but not limited to, soil and ground water
  conditions. Tenant shall, at Tenant's own expense, comply with all laws
  regulating the use, generation, storage, transportation or disposal of toxic
  or hazardous substances. Furthermore, Tenant shall, at Tenant's own expense,
  make all required submissions to government agencies, provide all information
  required by, and comply with, all present and future laws. Tenant shall
  provide all available

                                       13


<PAGE>


  information regarding the use, generation, storage or disposal of toxic or
  hazardous substances that is requested by Landlord.

       For the purposes of this Lease, the terms hazardous or toxic substances
  shall be defined as asbestos or formaldehyde in any form or concentration, as
  well as any flammables, flammable explosives, radioactive materials, PCB's,
  chemicals known to cause cancer or reproductive toxicity, hazardous materials,
  hazardous wastes, hazardous or toxic substances, or related materials
  presently or hereafter defined in, and present in form and concentration
  deemed hazardous by, the Comprehensive Environmental Response, Compensation
  and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the
  Hazardous Materials Transportation Act, as amended (49 U.S.C. Section 1801, et
  seq.), the Resource Conversation and Recovery Act, as amended (42 U.S.C.
  Sections 6901, et seq.), and in the regulations adopted and publications
  promulgated pursuant thereto, or in any other Federal, State or local
  environmental law, ordinance, rule or regulation.

       Failure of Tenant to abide by each and every of the foregoing obligations
  shall be a default under the Lease which if not cured within a reasonable time
  of Landlord's notice, shall entitle Landlord to pursue all remedies available
  in law, at equity and/or under the Lease.

       In addition, the Tenant shall indemnify and save Landlord and its
  successors and assigns and their respective officers, directors, shareholders,
  partners, agents and employees and the Demised Premises and the Building of
  which the Demised Premises are part, harmless against any and all claims,
  obligations, liabilities, violations, penalties, fines, suits, governmental
  orders, causes of actions, judgments, damages, whether civil or criminal or
  both, of any and all kind of nature to which result from or are in any way
  connected with a breach or default by Tenant of the foregoing agreement and/or
  which the Landlord may be subject in connection with any toxic or hazardous
  substances resulting from or in connection with the discharge, despoiler,
  release or escape of smoke, vapors, soot fumes, acids, alkalis, toxic
  chemicals, liquids or gases, volatile organics, waste materials or other
  irritants, contaminants or pollutants or otherwise at the Demised Premises,
  caused by or resulting from the use and operation of the Demised Premises by
  the Tenant, its successors and assigns and/or by reason of Tenant's invitees,
  licensees, employees, officers, agents, servants, etc. in any case whether or
  not Tenant has complied with its obligations pursuant to this agreement. This
  indemnification and save harmless agreement shall also cover any and all liens
  for hazardous waster clean up expenses in favor of the United States, New York
  State, or any political subdivisions thereof including the County of Suffolk,
  Town of Islip, and any governmental department of any of the foregoing.
  Nothing herein contained, however, shall include an indemnification by Tenant
  to Landlord for any condition which exists as of the Commencement Date.

       All payments due by Tenant hereunder shall be due as Additional Rent
  within ten (10) days of a statement therefor from Landlord.

       This indemnification shall include, but not be limited to reasonable
  legal fees and other charges to which Landlord may be put, including cleanup
  costs, in defending against any proceeding in connection with the foregoing.

       The indemnification and save harmless agreement shall survive the
  expiration of early termination of this Lease, subject to the following:

                                       14


<PAGE>


       At the termination of this Lease, Tenant shall, upon request of Landlord,
  but only upon reasonable cause, at its expense, obtain a Phase I environmental
  assessment of the Demised Premises, from a mutually agreeable consultant, a
  copy of which shall be delivered to Landlord. In the event that Phase I
  assessment indicates that contamination of the Demised Premises has occurred
  or that a Phase II environmental assessment is advisable, Tenant shall, at its
  expense, obtain the Phase II assessment and deliver a copy to the Landlord.
  Any contamination of the Demised Premises which has been caused by the
  occupancy of the Demised Premises by Tenant shall be remediated at Tenant's
  expense, upon the completion of which Tenant shall be released and forever
  discharged from any obligation whatsoever for the environmental condition of
  the premises. Any contamination of the Demised Premises which existed on the
  Commencement Date or which migrated from adjacent property shall not be the
  responsibility of Tenant, and the cost for remediation and the Phase II
  assessment shall be equitably shared by Tenant and Landlord in the proportion
  to which the contamination caused by Tenant's occupancy bears to the total
  contamination. In the event the Phase I assessment does not indicate any
  contamination has occurred as a result of the occupancy of the Demised
  Premises by Tenant, then Tenant shall be deemed released and forever
  discharged from any obligation whatsoever for the environmental condition of
  the Demised Premises.

  25.  Insurance   Waiver of Subrogation.
       ---------------------------------

       Landlord and Tenant waive all rights to recover against each other or
  against any other tenant or occupant of the Building, or against the officers,
  directors, shareholders, partners, joint venturers, employees, agents,
  customers, invitees, or business visitors of each other or of any other tenant
  or occupant of the Building, for any loss or damage arising from any cause
  covered by any insurance required to be carried by each of them pursuant to
  this agreement or any other insurance actually carried by each of them.
  Landlord and Tenant will cause their respective insurers to issue appropriate
  waiver of subrogation rights endorsements to all policies of insurance carried
  in connection with the Building or the Demised Premises or the contents of
  either of them.

  26.  Garbage Removal.
       ---------------

       During the term of the Lease, Landlord shall be responsible, including
  payment for the same, for removal of rubbish on a regular basis at once per
  week. Said responsibility shall be limited to a 2-yard container, any other
  size or additional removal of other than once a week will be Tenant's
  responsibility. Tenant shall contract with A&W Sanitation, or such other
  disposal company as Landlord may in writing specify, and pay for the removal
  of rubbish from the Demised Premises resulting from Tenant's business
  operation at the Demised Premises.

  27.  Jurisdiction and Law.
       --------------------

       In any controversy involving Landlord and Tenant under this Lease, it is
  hereby agreed that the courts of the State of New York, in and for the County
  of Suffolk, be deemed the jurisdiction for purposes of any controversy
  involving the Lease herein and the laws of the State of New York shall govern.
  Tenant hereby represents that it is authorized to do business in the State of
  New York and is subject to the jurisdiction of the courts of the State of New
  York.

  28.  Tenant's Authority.
       ------------------

       Tenant represents that the execution of this Lease has been authorized by
  resolution of its Board of Directors.

                                       15


<PAGE>


  29.  Waiver of Counterclaim and Setoff and Consolidation.
       ---------------------------------------------------

       Tenant hereby agrees that in any proceeding brought by Landlord for the
  recovery of rent, it will not interpose any counterclaim or setoff nor will
  Tenant seek to consolidate or join for trial any such action or proceeding
  with any other action or proceeding, but Tenant's rights to pursue such claims
  in another proceeding shall not be waived and Landlord will not seek to
  interpose any defense or motion that Tenant's claims may not be pursued
  because they were not asserted in any such action by Landlord.

  30.  Waiver of Trial by Jury.
       -----------------------

       Landlord and Tenant shall and hereby 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 damages) on any matters
  whatsoever arising out of or in any way connected with this Lease, the
  relationship of Landlord and Tenant, Tenant's use and occupancy of the Demised
  Premises, and any emergency statutory or any other statutory remedy.

  31.  Recordation.
       -----------

       In the event, however, that either party shall require a memorandum of
  this Lease to be recorded, the other party agrees to execute such a memorandum
  of Lease in recordable form within five (5) business days of request therefor.

  32.  Surrender of Demised Premises.
       -----------------------------

       Surrender. At the expiration or termination of this Lease, Tenant will
  redeliver, quietly and peaceably, unto Landlord, the Demised Premises. In the
  event Tenant shall holdover beyond the expiration or termination of this
  Lease, Tenant shall pay basic rent, during such period of holding over, equal
  to one hundred fifty (150%) percent of the basic rent in effect immediately
  prior thereto, provided, however, that such "holdover rent" shall not be
  imposed at the higher rate unless Landlord shall have given Tenant ninety (90)
  days prior written notice of its intention to charge such increase "holdover
  rent", in addition to all other sums required under this Lease; the payment
  and acceptance of such rent shall not be deemed a waiver on the part of
  Landlord. The condition of the Demised Premises at the expiration or
  termination of this Lease (and upon vacating the Demised Premises) shall be in
  its condition upon delivery of the Demised Premises subject to permitted
  alterations and subject to normal wear and tear and natural depreciation. On
  or before said date, Tenant shall remove all Tenant's personal property from
  the Demised Premises. At the option of Landlord, all property not so removed
  shall be deemed to have been abandoned, and may be appropriated, sold, stored,
  destroyed or otherwise disposed of by Landlord without notice to Tenant and
  without obligation to account therefor. Tenant's obligations under this
  paragraph 32 shall be deemed to survive the expiration or other termination of
  this Lease.

  33.  Encumbrances/Easements.
       ----------------------

       The Demised Premises are leased subject to the same estates, interests,
  liens, charges, encumbrances, mortgages, matters and defects in Landlord's
  title, if any, and all easements, declarations, agreements, rights of way,
  utility easements, and covenants and restrictions of record. Landlord warrants
  that it has no knowledge of the same which would adversely restrict Tenant's
  occupancy of the Demised Premises for its intended use.

                                       16



<PAGE>


       B. Landlord shall have the right to install pipes and lines and grant
  easements in areas of the Demised Premises for the installation of utilities
  and for other necessary purposes, provided that the use of such pipes, lines
  and easements areas does not interfere materially with the operation of
  Tenant's business. Tenant shall not be entitled to any compensation or
  abatement of rent on account of any such easements granted by Landlord.

  34.  Attorney's Fees.
       ---------------

       In the event either party institutes and is successful in:

       A.   Summary or other proceedings to recover possession of the Demised
  Premises; or

       B.   A lawsuit to recover basic rent, Additional Rent or other payments
  due under the Lease; or

       C.   A lawsuit to recover damage for the breach of any of the terms of
  the Lease;

       It is specifically agreed that the prevailing party shall recover from or
  be paid, in addition to all items which it may be entitled to recover in law
  or in equity, reasonable attorney's fees actually incurred and the costs and
  disbursements of said proceeding or otherwise as set forth in A-C above. Said
  payments shall be due as the Petition and/or Pleadings may make demand for
  payment of attorney's fees as an amount currently due and owing as of the date
  of the Petition and/or Pleadings, without the necessity of any prior or
  further demand therefor or invoice for the same.

       In the event Landlord shall recover possession of the Demised Premises in
  any summary proceeding or otherwise, Tenant shall remain liable to Landlord
  under the Lease, and Landlord may seek damages for failure to pay rent under
  the Lease or failure to abide by the terms and conditions of the Lease in
  addition to, but not in derogation of, all other remedies available at law, in
  equity or under this Lease.

  35.  Defaults-Conditional Limitation.
       -------------------------------

       The occurrence of any one or more of the following events shall
constitute a default:

       A. If Tenant shall totally desert or completely abandon all or
  substantially all of the Demised Premises. Tenant shall be under no obligation
  to continue to occupy the Demised Premises so long as Tenant complies with the
  provisions of this Lease and provides security to safeguard the unoccupied
  portion of the Demised Premises.

       B. If Tenant shall default in making payment to Landlord of any basic
  rent, Additional Rent, default interest or money advanced by Landlord and
  collectible as Additional Rent as and when the same shall become due and
  payable, and such default in payment shall continue for a period of ten (10)
  days; or

       C. It Tenant shall fail to pay any tax, assessment, water rent, rate or
  charge, sewer rent or other governmental imposition, or any other charge or
  lien against the Demised Premises which Tenant is required to pay at least ten
  (10) days prior to the expiration of any grace period allowed by law or the
  governmental authority imposing the same and such default shall continue for a
  period of ten (10) business days after notice by Landlord; or

                                       17


<PAGE>


       D. If Tenant shall default in complying with any other agreement, term,
  covenant or condition of this Lease and such default in compliance shall
  continue for a period of thirty (30) days after notice by Landlord specifying
  the claimed default and Tenant shall not, in good faith, have commenced within
  thirty (30) day period, to remedy the default, and thereafter diligently and
  continuously proceed therewith; or

       E.   If this Lease or the estate of Tenant hereunder shall be assigned or
  subleased contrary to Paragraph 18 hereof; or

       F. If Tenant shall file a petition in bankruptcy or for reorganization or
  for an arrangement pursuant to any present or future federal bankruptcy code
  or under any similar federal or state law, or shall be adjudicated a bankrupt
  or become insolvent or shall make an assignment for the benefit of its
  creditors or shall admit in writing its inability to pay its debts generally
  as they become due; or

       G. If a petition or answer proposing the adjudication of Tenant as a
  bankrupt or its reorganization under any present or future federal bankruptcy
  code or any similar federal or state law shall be filed in any court and such
  petition or answer shall not have been discharged or denied within sixty (60)
  days after the filing thereof; or

       H. If a receiver, trustee or liquidator of Tenant of all or substantially
  all of the assets of Tenant or of Tenant's estate or interest in the Demised
  Premises shall be appointed in any proceeding brought against Tenant and shall
  not have been discharged within sixty (60) days after such appointment or if
  at any time Tenant shall consent to or acquiesce in such appointment; or

       I. If the estate or interest of Tenant in the Demised Premises or a part
  thereof shall be levied upon or attached in any proceeding and such process
  shall not have been vacated or discharged or security therefor posted within
  sixty (60) days after such levy or attachment, unless Tenant shall be
  contesting such levy or attachment in good faith; or

       J.   The occurrence of two (2) or more defaults in the payment of basic
  rent during any Lease year.

  36.  Remedies.
       --------

       A. Curing Defaults. If Tenant defaults in the performance of any
  covenants or obligations of the Lease to be performed by Tenant the Landlord
  may, after expiration of any applicable notice period set forth in Paragraph
  36 or, if in Landlord's opinion, an emergency exists, perform the same without
  notice for the account and at the expense of Tenant. If Landlord incurs any
  expense, including reasonable attorney's fees, in instituting, prosecuting or
  defending any action or proceeding by reason of any default by Tenant, Tenant
  shall reimburse Landlord the amount of such expense together with interest
  thereon at the highest rate permitted by law. Should Tenant, pursuant to this
  Lease, become obligated to reimburse or otherwise pay Landlord one or more
  sums of money in addition to the basic rent, the amount thereof shall be
  deemed Additional Rent and may, at the option of Landlord, be added to any
  subsequent installment of basic rent due and payable, in which event Landlord
  shall have the same remedies for default provided for nonpayment of rent. The
  provisions of this Paragraph shall survive expiration of the term.

                                       18


<PAGE>


       B. Terminating Lease. Upon the occurrence of any events of default as set
  forth in Paragraph 36 and the expiration of any grace periods, if any,
  Landlord may serve a written three (3) business day notice of cancellation and
  termination of this Lease, and upon the expiration of said three (3) business
  days this Lease and the term shall end and expire as fully and completely as
  if the date of expiration of such three (3) business day period were the day
  herein fixed for the end and expiration of the term. Tenant shall then quit
  and surrender the Demised Premises to Landlord immediately and Landlord may
  enter into or repossess the Demised Premises either by force, summary
  proceedings or otherwise.

       C. Rights of Landlord on Termination. In the event the Lease is
  terminated, all of the right, title and estate and interest of Tenant in and
  to the Demised Premises and any improvements thereon made by Tenant and any
  equipment therein installed by Tenant, and in and to all rents, issues and
  profits thereof, whether then accrued or to accrue, and in and to all
  insurance policies, shall automatically pass to, vest in and belong to
  Landlord, without further action on the part of either party and without cost
  or charge to Landlord, free of any claim thereto by Tenant.

       D. Non-Waiver. No receipt of money by Landlord from Tenant after the
  termination hereof shall reinstate, continue or extend the term, or affect any
  notice theretofore given by Landlord, or operate as a waiver of the right of
  Landlord to enforce the payment of any basic rent and Additional Rent then due
  or thereafter falling due, or operate as a waiver of the right of Landlord to
  recover possession of the Demised Premises by proper suit, action, proceeding
  or other remedy. After the service of notice of termination by Landlord as
  herein provided and the expiration of the time therein specified or after a
  final order or judgment for possession of the Demised Premises, Landlord may
  demand, receive and collect money due, or thereafter falling due, without in
  any manner affecting such notice, suit, action, proceeding, order or judgment,
  and any and all such money so collected shall be deemed to by payment on
  account of the use and occupation of the Demised Premises or, at the election
  of Landlord, on account of Tenant's liability hereunder.

       E. Damages Upon Termination. In case of any such termination, re-entry or
  dispossession by summary proceedings or otherwise, the basic rent and
  Additional Rent and all other charges required to be paid by Tenant hereunder
  shall thereupon become due and payable up to the time of such termination,
  re-entry or dispossession, and Tenant shall also pay to Landlord all expenses
  which Landlord may then or thereafter incur for legal expenses, brokerage
  commission and all other costs paid or incurred by Landlord for restoring the
  Demised Premises to good order and condition.

       F.   Damages for Future. Landlord shall be entitled to recover of and
  from Tenant, damages following such termination or re-entry, and continuing
  until the date originally fixed herein for the expiration of the then current
  term of the Lease, in an amount equal to the excess of:

                 (1) The sums of the aggregate expenses paid by Landlord during
  the month immediately preceding such calendar month for (a) legal expenses,
  brokerage commissions, alterations and/or restoration expenses; plus (b) all
  such items as, by the terms of this Lease, are required to be paid by Tenant;
  plus (c) an amount equal to the amount of the installment of basic rent which
  would have been payable by Tenant hereunder in respect of such calendar month,
  had this Lease and the term not been so terminated, or had Landlord not so
  re-entered; over

                                       19


<PAGE>


       The rents and other monies, if any, collected by Landlord in respect of
  such calendar month pursuant to reletting. Any suit or action brought to
  collect the amount of the deficiency for any calendar month(s) shall not
  prejudice in any way the rights of Landlord to collect the deficiency for any
  subsequent month(s) by a similar proceeding. Landlord, at its option, may make
  alterations and repairs in the Demised Premises, and the making of such
  alterations and repairs shall not operate or be construed to release Tenant
  from liability hereunder. Suit or suits for the recovery of such damages, or
  any installments thereof, may be brought by Landlord from time to time at its
  election, and nothing herein contained shall be deemed to required Landlord to
  postpone suit until the date when the term of this Lease would have expired if
  it has not been terminated under the provisions of this Lease, or under any
  provision of law, or had Landlord not re-entered into or upon the Demises
  Premises.

       G.   Remedies Cumulative.  The rights and remedies given to Landlord in
  this Lease are distinct, separate and cumulative and no one of them, whether
  or not exercised by Landlord, shall be deemed to be in exclusion of any of the
  other herein or by law or in equity provided.

       H. Late Charges. In every case in which Tenant is required by the terms
  of this Lease to pay to Landlord a sum of money including, without limitation,
  the payment of basic rent and payment is not made within five (5) days after
  same becomes due, interest shall be payable on such sum or so much thereof as
  shall be unpaid from the date it becomes due until it is paid. Such interest
  shall be at an annual rate which shall be six (6%) percentage points higher
  than the prime rate in effect at Chase Manhattan Bank, N.A. but, in no event,
  more than the highest rate of interest which at such time shall be permitted
  under the laws of the State of New York.

       I. Waiver of Redemption. Tenant hereby expressly waives any and all
  rights of redemption granted by or under any present or future laws in the
  event of Tenant being evicted or dispossessed for any cause, after judgment
  and issuance of a warrant of any court of competent jurisdiction, by reason of
  the violation by Tenant of any of the covenants or conditions of this Lease.

       J.   Liquidated Damages. Landlord or Tenant may elect as an alternative
  to the  provisions of Paragraph 37 (F) that Tenant shall pay to Landlord, as
  liquidated damages, an amount equal to the excess of the value, as of such
  re-entry, repossession or termination, of the basic rent for the balance of
  the lease term, over the value asof such re-entry, repossession or
  termination, of the fair rental value on a net lease basis of the Demised
  Premises for the balance of the lease term (the balance of the lease term
  being the period from re-entry, repossession or termination, as the case may
  be, to the date on which the term would have expired in the absence of prior
  termination).  For purposes of determining present value of future payments,
  the discount factor shall be six (6%) percent per annum; (i.e., what sum at
  six (6%) percent per annum would produce the future payment when it would be
  due.)

  37.  Inspection by Landlord Right to Enter.
       -------------------------------------

       Tenant at all times during the term hereof shall permit inspection of the
  Demised Premises and any and all systems installed therein, during business
  hours by Landlord, fee owner and mortgagee and their authorized agents or
  representatives, and by or on behalf of prospective purchasers and/or
  mortgagees, and, during the six (6) months next preceding the expiration of
  this Lease, shall permit inspection thereof by or on behalf of prospective
  tenants.  Landlord

                                       20


<PAGE>


  agrees that is will give Tenant reasonable advance notice of any inspection of
  the Demised Premises, which notice may be by telephone, and will include the
  names of the persons to be admitted. Landlord shall indemnify Tenant for any
  claims, costs or expenses including attorney's fees related to any personal
  injury or property damaged related in any way to such entry.

  38.  Tenant Improvements/Alterations.
       -------------------------------

       A. Tenant shall not make any structural or non-structural alterations to
  the Demised Premises without Landlord's prior written consent, which consent
  shall not be withheld with respect to non-structural changes up to
  $25,000.00 and may not be unreasonably withheld for any reason whatsoever with
  respect to structural alterations or non-structural alterations for more than
  $25,000.00. In the event Landlord shall consent to any alterations to the
  Demised Premises, any changes in the mechanical, electrical, plumbing,
  heating, ventilating, air conditioning or structural members of the Demised
  Premises shall be made at Tenant's sole cost and expense. Landlord agrees that
  Landlord will not unreasonably withhold or delay approval of contractors.

       B. All permanent improvements and alterations made or installed by or on
  behalf of Tenant, shall immediately upon completion of the installation
  thereof be and become the property of the Landlord without payment therefor by
  Landlord (any repair or replacement thereof shall be the sole responsibility
  of the Tenant). All personal property and trade fixtures of the Tenant
  including, inter alia, free-standing air conditioning units and back up
  generators shall remain the property of the Tenant and Tenant may remove the
  same during but prior to the expiration or earlier termination of the term
  hereof and Tenant agrees that after removing the same Tenant shall, at
  Tenant's sole cost and expense, repair any damage to the Demised Premises
  caused by such removal.

  39.  Miscellaneous.
       -------------

       A. The parties to this Indenture of Lease further agree that the printed
  form of Lease refers to a Building within the State of New York and that
  accordingly whenever in the Lease reference is made to any laws, rules or
  regulations of the State of New York, such reference shall be deemed to also
  include and be laws, rules and regulations of the governmental agencies having
  jurisdiction over the Demised Premises.

       B. All costs, charges and expenses to which Tenant assumes, agrees or is
  obligated to pay pursuant to this Lease shall be deemed Additional Rent, and
  in the event of non-payment, Landlord shall have all of the rights and
  remedies with respect thereto as is herein provided for in the case of
  non-payment of basic rent.

       C. Notice. All notices requests, demands and other communications
  hereunder shall be in writing and shall be deemed to have been duly given if
  delivered personally with receipt acknowledged, by commercial courier (i.e.
  Federal Express) against receipt or if deposited in the United States mail
  sent by certified mail, return receipt requested, properly addressed and
  postage pre-paid, if to the Landlord or Tenant at its address as hereinabove
  set forth with a copy of each notice to Landlord to Certilman Balin Adler &
  Hyman, LLP, 90 Merrick Avenue, East Meadow, New York 11554, Attention Howard
  M. Stein, Esq. and a copy of each notice to Tenant, to Kaufman & Associates,
  LLC, 50 Charles Lindbergh Boulevard, Mitchel Field, New York 11553, Attention:
  Neil M. Kaufman, Esq., or at any other address as may be given by either
  party to the other party by notice in writing pursuant to the

                                       21


<PAGE>


  provisions of this paragraph.

       D.   Headings. The headings used herein are for purposes of convenience
  only and shall not be used in construing the provisions hereof.

       E.   Severability.  The provisions of this agreement shall be deemed
  severable, and the invalidity or unenforceability of any one or more of the
  provisions hereof shall not affect the validity or enforceability of the other
  provisions hereof.

       F. Entire Agreement. This document represents the entire agreement
  between the parties with respect to the subject matter hereof, and to the
  extent inconsistent therewith, supercedes all other prior agreements,
  representations and covenants, oral or written. The parties to this Lease do
  not rely on specific representations not embodied in this document. No course
  of dealings and no agreements or understandings shall be binding upon the
  parties hereto unless same shall be memorialized in writing signed by the
  party against whom enforcement is sought.

       G.   Binding Effect.     The provisions hereof shall be binding upon the
  parties hereto and their respective heirs, personal representatives, permitted
  successors and permitted assigns.

       H.   Counterparts.  This Agreement may be executed in several
  counterparts, each of which shall be deemed an original, and all such
  counterparts together shall constitute one and the same instrument.  The
  parties shall re-execute this document upon the request of the other party
  hereto.

       IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals.


  (Landlord)                               BURTSON REALTY CO., LLC


                                      By:    /s/ Glenn Feldman
                                          ---------------------------------
                                          Glenn Feldman, Managing Member


  (Tenant)                                P.C. WORKSTATION RENTALS, INC.
                                          d/b/a PWR SYSTEMS



                                      By:   /s/ David N. Salav
                                          ---------------------------------
                                          David N. Salav, President


<PAGE>


                                  RENT SCHEDULE
<TABLE>
<CAPTION>

YEAR                                MONTHLY               ANNUAL
<S> <C>                            <C>                 <C>
1   4/1/99 to 3/31/00              $5,000.00           $60,000.00
2   4/1/00 to 3/31/01              $5,175.00           $62,100.00
3   4/1/01 to 3/31/02              $5,356.13           $64,273.56
4   4/1/02 to 3/31/03              $5,543.59           $66,523.13
5   4/1/03 to 3/31/04              $5,737.62           $68,851.44
</TABLE>