FIRST AMENDMENT OF LEASE

           AGREEMENT  made as of the 30th day of September,  1999 by and between
RECKSON OPERATING  PARTNERSHIP,  L.P., a Delaware limited  partnership having an
office at 225 Broadhollow Road, CS 5341,  Melville,  New York l1747 (hereinafter
called "Landlord");  VYTRA HEALTH PLANS LONG ISLAND,  INC., a corporation having
an office at 395 North Service Road, Melville, New York 11747, formerly known as
Choice Care Long Island, Inc.  (hereinafter called "Tenant" or "Assignor");  and
AMERICAN HOME  MORTGAGE  CORP.,  a corporation  having an office at 12 East 49th
Street, New York, New York 10017 (hereinafter called "Assignee").

                                    RECITALS

           WHEREAS,  Landlord and Tenant  entered into a lease  agreement  dated
October 20, 1995 as clarified by letter  agreement  between  Landlord and Tenant
dated October 20, 1995 (the lease  agreement and letter  agreement  collectively
referred to as the "Lease") for the lease of 43,200  square feet in the building
located at 520 Broadhollow Road, Melville, New York (the "Building"); and

           WHEREAS,  Tenant  intends to assign to Assignee,  effective  from and
after October 1, 1999 (the "Effective  Date"),  all of Tenant's right, title and
interest as tenant in to and under the Lease pursuant to that certain Assignment
and Assumption of Lease Agreement  between Assignor and Assignee dated September
30, 1999 ("Assignment"); and

           WHEREAS,  Assignee  shall  assume all of  Tenant's  right,  title and
interest as tenant in to and under the Lease from and after the  Effective  Date
pursuant to the Assignment; and

           WHEREAS,  Landlord  shall grant its consent to the  assignment of the
Lease,  as  modified  by  this  First  Amendment  of  Lease,  subject  to and in
accordance   with  that   certain   consent  to


<PAGE>

assignment  letter  executed  simultaneously  herewith  by and  among  Landlord,
Assignor and Assignee.

           NOW,  THEREFORE,  in consideration  of the mutual promises  contained
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE I

                                   Definitions

           1.1  The recitals are specifically incorporated into the body of this
Agreement and shall be binding upon the parties hereto.

           1.2  Unless  expressly  set  forth  to the  contrary  and  except  as
modified by this Agreement,  all defined terms shall have the meanings  ascribed
to them in the Lease.

                                   ARTICLE II

                               Lease Modifications

           2.1   As of the  Effective  Date,  the  Lease is  hereby modified and
amended as follows:

           2.1.1 Tenant's Initial Construction. Article 5 of the Lease is hereby
deleted in its entirety.

           2.1.2 Services. The third and fourth sentences of Article 6(B) of the
Lease are hereby deleted and the following is inserted in their place:

                 "Landlord has converted the Demised  Premises to
                 gas heat and, prior to the Effective Date, shall
                 install,  at Landlord's  expense, a separate gas
                 meter to measure the  consumption  of gas in the
                 Demised Premises. Tenant shall make arrangements
                 to  secure  gas   directly   from  the   utility
                 servicing the Building and shall pay all charges
                 for  such  gas  directly  to such  utility  in a
                 timely manner."

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           2.1.3 Signs.  (a) The third through  seventh  sentences of Article 18
are deleted and the following is inserted in their place:  "Notwithstanding  the
foregoing, to the extent permitted by applicable laws and regulations, Landlord,
at Landlord's  sole expense,  shall provide Tenant with one (1) monument sign on
the side of the  Building  which faces Route 110. The  dimensions  and design of
such sign have been  approved by Landlord in the form annexed  hereto as Exhibit
1, subject to applicable laws and regulations.  Landlord may grant other tenants
the right to monument  signage provided that such signage does not obstruct view
of  Tenant's  monument  signage.  Landlord  shall not permit any other  monument
signage to be affixed to  Tenant's  proposed  monument  signage.  Provided  that
Tenant physically occupies the entire Demised Premises,  Landlord agrees that it
shall not grant  monument  signage to any other tenant in the  Building  that is
larger than  Tenant's  proposed  monument  sign.  If the number of such monument
signs is limited by applicable laws and regulations, Tenant shall be entitled to
the first monument sign  excluding any Building  monument sign used by Landlord.
In connection  with the monument sign to be provided to Tenant,  in the event it
becomes  necessary to obtain a variance to erect and maintain the monument sign,
Tenant shall be responsible for and shall pay for such variance  application and
proceeding but Landlord agrees to cooperate with Tenant's  variance  application
provided Tenant shall afford Landlord a reasonable  period to review and approve
Tenant's  variance  application and other  submissions  relating  thereto (which
approval shall not be unreasonably withheld or delayed).

           2.1.4 Right to Sublet or Assign.  The last  sentence of Article 20(C)
of the Lease is hereby  deleted  and the  following  is  inserted  in its place:
"Notwithstanding  the  foregoing,  the  public  offering  of  shares of stock of
Assignee  shall not be deemed to be an assignment  of this lease which  requires
Landlord's consent."

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           2.1.5 Notices. In Article 34 of the Lease, six (6) lines from the top
of the provision, delete the following: "regular,".

           2.1.6 Renewal  Option.  Article 44 of the Lease is hereby  deleted in
its entirety and the following is inserted in its place:

                 "Tenant  shall have the right,  to be exercised as  hereinafter
provided,  to extend  the term of this  lease  for one  period of five (5) years
(hereinafter  referred to as the "Renewal  Term") upon the  following  terms and
conditions:

           (A) That  at  the  time of the  exercise  of  such  right  and at the
commencement  of  the  Renewal  Term,  Tenant  shall  not be in  default  in the
performance  of any of the  terms,  covenants  or  conditions,  which  Tenant is
required  to  perform  under this lease  beyond any  applicable  notice and cure
period provided herein for the cure hereof.

           (B) That Tenant shall notify Landlord in writing of Tenant's election
to exercise  its option with  respect to the Renewal  Term at least one (1) year
prior to the expiration of the term of this lease.

           (C) That the Renewal Term shall be upon the same terms, covenants and
conditions as in this lease provided,  except that (a) there shall be no further
option to extend this lease beyond the Renewal Term  referred to above;  (b) the
Premises shall be delivered at the beginning of the Renewal Term in its then "as
is"  condition;  and (c) the Rent to be paid by Tenant  during the Renewal  Term
shall be as follows:

           During the first year of the Renewal  Term,  the Rent shall be ninety
(90%)  percent of the then fair market  annual  minimum  rent being  received by
Landlord for  comparable  size space in the Building,  but in no event less than
the Rent payable under this lease for the Lease Year

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immediately preceding the Renewal Term. The Rent applicable to the first year of
the Renewal Term shall be payable in equal monthly installments.

           During each of the second  through  fifth years of the Renewal  Term,
the Rent shall be increased by three (3%) percent per year over the Rent payable
for the prior year. Said sums shall be payable in equal monthly installments.

           "Fair  market  annual  minimum  rent"  shall  mean the rate  Landlord
generally receives or that is received for comparable space in the Building.  In
determining  fair market annual  minimum  rent,  no adjustment  shall be made in
consideration  of and  Tenant  shall  not be  entitled  to a credit  for  Tenant
improvements,  brokerage  commissions,  rent  concessions and other  concessions
which  Landlord  may from time to time offer to other  tenants.  Landlord  shall
determine  the fair market  annual  minimum  rent on the basis of the  foregoing
criteria.  In the event Tenant disputes Landlord's  determination of fair market
annual  minimum  rent,  Tenant,  by written  demand,  may  commence  arbitration
strictly in accordance with the terms and conditions of this  Subparagraph.  The
sole issue to be determined by such arbitration  shall be the fair market annual
minimum rent to be charged in accordance  with this  Subparagraph.  Such written
demand shall contain the name and address of the arbitrator appointed by Tenant.
Within ten (10) days after its receipt of the written demand, Landlord will give
Tenant written notice of the name and address of its arbitrator. Within ten (10)
days after the date of the  appointment  of the second  arbitrator,  the two (2)
arbitrators  will meet.  If the two (2)  arbitrators  are unable to agree on the
fair market  annual  minimum rent as provided  herein within ten (10) days after
their first meeting,  they will select a third arbitrator.  The third arbitrator
will be  designated  as chairman and will  immediately  give Landlord and Tenant
written notice of its  appointment.  The three (3) arbitrators  will meet within
ten (10) days after the appointment of the third arbitrator.  If they are unable
to

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agree on the fair market  annual  minimum  rent within ten (10) days after their
first meeting,  the third  arbitrator  will select a time,  date and place for a
hearing and will give Landlord and Tenant thirty (30) days prior written  notice
of it. The date for the hearing  will not be more than sixty (60) days after the
date of appointment of the third  arbitrator.  The arbitrators  must be licensed
real  estate  appraisers  with  at  least  five  (5)  years  experience  in  the
Nassau/Suffolk  real estate  market.  No arbitrator may be an active real estate
broker.  The  arbitration  will be governed by the laws of the State of New York
and,  when not in  conflict  with such law,  by the  general  procedures  in the
commercial  arbitration  rules  of the  American  Arbitration  Association.  The
arbitrators will not have the power to add to, modify,  detract from or alter in
any way the  provisions of this lease or any  amendments or  supplements to this
lease.  The arbitrators  will not have any power to decide or consider  anything
other  than the  specific  issue  of the  fair  market  annual  minimum  rent in
accordance  with the terms of this lease.  The written  decision of at least two
(2)  arbitrators  will be conclusive  and binding upon  Landlord and Tenant.  No
arbitrator is  authorized  to make an award for damages of any kind,  including,
without  limitation,  an  award  for  punitive,   exemplary,   consequential  or
incidental  damages.  Landlord  and Tenant will each pay for the services of its
appointees,  attorneys  and  witnesses  plus  one-half  of the fees of the third
arbitrator  and of all other  proper  costs  relating  to the  arbitration.  The
decision of the arbitrators will be final and non-appealable and may be enforced
according to the laws of the State of New York.  Notwithstanding anything to the
contrary contained herein, in the event Tenant disputes Landlord's determination
of the fair market annual minimum rent,  Tenant shall  nevertheless  continue to
pay Rent at the same rate then being paid  under  this  lease.  In the event the
Rent as determined  hereunder is at variance with the Rent being paid by Tenant,
Tenant shall either pay the  difference in a lump sum or receive a credit as the
case may be.

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<PAGE>

           This Renewal Option is personal to American Home Mortgage Corp., Inc.
and is non-transferable by operation of law or otherwise,  except to an assignee
of Tenant  approved  by  Landlord  pursuant  to this  lease or other  transferee
permitted pursuant to this lease."

           2.1.7 Right of First Offer. Article 45 of the Lease is hereby deleted
in its entirety and the following is inserted in its place:

                 "(a)  Whenever  space in the Building  that  becomes  available
during the term of this Lease (the "Offer Space"),  and so long as Tenant is not
in default under this Lease beyond  applicable  notice and cure periods provided
herein for the cure thereof,  Landlord shall notify Tenant ("Landlord's Notice")
of the market rent and market  rental  increases  ("Market  Rent") upon which it
would be willing to lease the Offer  Space.  This right of first offer shall not
apply  during the last year of the initial term of this Lease or during the last
year of any Renewal Term unless Tenant shall have previously  exercised the next
available  renewal  option.  If,  within  thirty  (30)  days  after  receipt  of
Landlord's Notice,  Tenant notifies Landlord in writing  ("Tenant's  Notice") of
its  intention to exercise  Tenant's  right to lease the entire Offer Space upon
the terms  contained  in  Landlord's  Notice  (which  Tenant's  Notice  shall be
effective only if sent by Tenant to Landlord, via certified mail, return receipt
requested, to the attention of Landlord's Chief Financial Officer, at Landlord's
address set forth in this Lease),  Landlord and Tenant shall  execute a lease or
lease modification agreement (the "Offer Agreement"),  at Landlord's option, for
the Offer Space  within  twenty (20) days after  Landlord's  receipt of Tenant's
Notice.  Such Offer  Agreement  shall be upon all the same terms as this  Lease,
except (i) for the Market Rent terms,  (ii) for other matters dependent upon the
size of the Offer Space, such as Tenant's Proportionate Share, (iii) that Tenant
is accepting the Offer Space in its "as is" condition and Landlord  shall not be
required to perform any work in or to the Offer Space in order to prepare

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<PAGE>

such space for Tenant's  occupancy  (except as otherwise set forth in Landlord's
Notice),  (iv) the number of  parking  spaces and  directory  listings  shall be
increased  proportionately  to reflect the addition of the Offer Space,  and (v)
for such other terms and conditions as may be mutually agreed to by Landlord and
Tenant.  The term of the Offer  Agreement  shall end on the Expiration  Date. If
Tenant does not deliver such Tenant's Notice within such thirty (30) day period,
or if Tenant fails to enter into the Offer  Agreement for the Offer Space within
such  twenty  (20) day  period,  then this Right of First Offer will lapse (only
with  respect  to the  particular  Offer  Space  that  is the  subject  of  that
particular Landlord's Notice) and be of no further force and effect and Landlord
shall have the right to lease the particular Offer Space that was the subject of
Landlord's Notice to a third party on the same or any other terms and conditions
whether or not such terms and  conditions  are more or less favorable than those
offered to Tenant.  Time shall be of the essence with respect to all of Tenant's
obligations  under this  Article.

                  (b) This right of first  offer is personal  to  American  Home
Mortgage Corp., Inc. is non-transferable by operation of law or otherwise except
to an  assignee of Tenant  approved by Landlord  pursuant to this lease or other
transferee  permitted  pursuant to this lease,  and is subject to then  existing
rights, if any, granted to other tenants at the Building."

           2.1.8  Building  Improvements.  Article  46 of the  Lease  is  hereby
deleted  in  its  entirety   and  the   following  is  inserted  in  its  place:
"Intentionally Omitted."

           2.1.9  Schedule E.  Schedule E of the Lease is hereby  deleted in its
entirety and the following is inserted in its place: "Intentionally Omitted."

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<PAGE>

                                   ARTICLE III

                                     Broker

           3.1 Tenant and Assignee  represent that this First Amendment of Lease
was brought about by BDL Affiliates,  Inc. and Real Estate  Strategies,  Ltd. as
brokers. Tenant agrees to pay the commissions due and payable to BDL Affiliates,
Inc.  and  Real  Estate  Strategies,  Ltd.  pursuant  to  one or  more  separate
agreements.  Tenant and Assignee agree that if any claim is made for commissions
by any broker  through or on account of any acts of Tenant or  Assignee,  Tenant
and Assignee will each hold Landlord  harmless from any and all  liabilities and
expenses  in  connection  with the claims  arising  out of the acts of Tenant or
Assignee, respectively, including Landlord's reasonable attorney's fees. Tenant,
Assignee and Landlord  understand that Real Estate Strategies,  Ltd. shall waive
any  claim  for  commissions  that  Real  Estate  Strategies  Ltd.  may  have in
connection  with a renewal  of the Lease or the  exercise  of the right of first
offer  pursuant to the Lease.  Tenant will hold  Landlord and Assignee  harmless
from any and all  liability  and  expenses  in  connection  with any  claim  for
commissions by Real Estate Strategies,  Ltd. in connection with a renewal of the
Lease or exercise of the right of first offer  pursuant to the Lease  through or
on account of any acts of Tenant or Assignee, respectively, including Landlord's
and Assignee's  respective  reasonable  attorney's fees. Assignee agrees that if
any claim is made for commissions by any broker other than BDL Affiliates,  Inc.
in connection  with a renewal of the Lease or the exercise of the right of first
offer  pursuant  to the Lease,  through  or on account of any acts of  Assignee,
Assignee will hold Landlord  harmless from any and all liability and expenses in
connection therewith,  including Landlord's reasonable attorney's fees. Landlord
shall pay a  commission  to BDL  Affiliates,  Inc.  in the event  that  Assignee
exercises a renewal of the Lease pursuant to and in accordance with the terms of
a separate agreement.

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<PAGE>

                                   ARTICLE IV

                                  Ratification

           4.1 Tenant  represents  and  warrants  that the Lease is presently in
full force and  effect,  that no event of default  has  occurred  on the part of
Landlord  and that Tenant has no defense or right of offset in  connection  with
Landlord's performance under the Lease to this date.

           4.2 The parties hereby ratify and confirm all of the terms, covenants
and conditions of the Lease except to the extent that those terms, covenants and
conditions  are  amended,  modified or varied by this  Agreement.  If there is a
conflict  between  the  provisions  of the  Lease  and  the  provisions  of this
Agreement, the provisions of this Agreement shall control.

           IN WITNESS WHEREOF, the parties have executed this First Amendment of
Lease as of the day and year first above written.

                                          RECKSON OPERATING PARTNERSHIP, L.P.
                                          By:      RECKSON ASSOCIATES REALTY
                                                   CORP., its general partner


                                          By:
                                             -----------------------------------


                                          VYTRA HEALTH PLANS LONG ISLAND, INC.


                                          By: /s/ Philip Gandolfo
                                             -----------------------------------


                                          AMERICAN HOME MORTGAGE CORP.


                                          By: /s/ Michael Strauss
                                             -----------------------------------


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<PAGE>




                       ASSIGNMENT AND ASSUMPTION OF LEASE

           THIS  AGREEMENT  made the 30th day of  September,  1999 between VYTRA
HEALTH PLANS LONG ISLAND,  INC.,  formerly known as ChoiceCare Long Island, Inc.
(the "Assignor),  having an office at 395 North Service Road, Melville, New York
11747, and American Home Mortgage Corp. (the  "Assignee"),  having an address at
12 East 49th Street, New York, New York 10017.

                              W I T N E S S E T H:

           WHEREAS,  Assignor is a tenant of a portion of the building  known as
and by street number 520 Broadhollow Road,  Melville,  New York,  located in the
County of  Suffolk,  State of New York,  containing  according  to the Lease (as
hereinafter defined),  approximately 43,200 square feet and which is depicted on
Exhibit A-l of the Lease (the "Premises") pursuant to an Agreement of Lease made
October 20, 1995, between  ChoiceCare Long Island,  Inc., as tenant, and Reckson
Operating Partnership,  L. P. (the "Landlord"),  as landlord, a copy of which is
annexed to this  Agreement  as Exhibit A, as shall be modified  by that  certain
First  Amendment  of Lease,  a copy of which is  annexed  to this  Agreement  as
Exhibit B and which Assignor and Landlord intend to execute  simultaneously with
the  Landlord's  Consent  to  Assignment  attached  hereto  as  Exhibit  C  (the
"Landlord's Consent") (said lease and First Amendment of Lease and the leasehold
created thereby, being hereinafter referred to as the "Lease"); and

           WHEREAS,  Assignee desires to assume all of Assignor's  right,  title
and interest,  as tenant,  in, to and under the Lease,  and Assignor  desires to
assign all of Assignor's right, title and interest,  as tenant, in, to and under
the Lease to Assignee on and subject to the terms and conditions hereinafter set
forth.


<PAGE>

           NOW, THEREFORE,  in consideration of the sum of One Dollar ($1.00) by
each  party  hereto to the other in hand  paid,  the  receipt of which is hereby
acknowledged,  and or other good and valuable consideration,  the parties hereto
hereby covenant and agree as follows:

           1. Assignor assigns to Assignee,  effective from and after October 1,
1999 (the "Effective  Date"),  all of Assignor's right,  title and interest,  as
tenant, in, to and under the Lease.

           2. Assignee assumes all of Assignor's right,  title and interest,  as
tenant,  in, to and under the Lease from and after the  Effective  Date and will
perform and observe all of the covenants  and  conditions  therein  contained on
Assignor's part to be performed and observed,  which shall accrue from and after
the Effective Date provided, however, that it is expressly understood and agreed
that  Assignee  does not assume  any  obligations  or  liabilities  of  Assignor
incurred  under the Lease,  or arising out of actions or omissions  occurring or
accruing in connection with any portion of the Premises,  prior to the Effective
Date.

           3. (a) Assignor  hereby  agrees to save,  defend,  hold  harmless and
indemnify Assignee from and against any damages,  claims,  demands, suits by any
person  or  persons,  losses,  costs and  expenses,  including  court  costs and
reasonable attorneys' fees, judgments and settlements,  arising out of, relating
to or  resulting  from  any of the  following:  (i)  Assignor's  breach  of this
Agreement,  (ii) any  obligations  or  liabilities  under  the  Lease or acts or
omissions on the part of Assignor or its employees or agents in connection  with
the Lease with  respect to, or  Assignor's  use or occupancy  of, the  Premises,
which  obligation,  liability,  act or omission  occurs or accrues  prior to the
Effective Date, and (iii) a failure by Assignor to make any payments to Landlord
that are expressly  required to be made under the Lease pursuant to the terms of
the Lease in connection with the transaction  contemplated by this Agreement, if
any.

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<PAGE>

              (b) Assignee  hereby  agrees to save,  defend,  hold  harmless and
indemnify  Assignor  from and against any and all damages,  claims,  demands and
suits by any person or persons,  losses,  costs and  expenses,  including  court
costs and reasonable  attorneys' fees, judgments and settlements arising out of,
relating to or resulting  from any of the following:  (i)  Assignee's  breach of
this  Agreement  or the Lease from and after the  Effective  Date,  and (ii) any
obligations or liabilities  under the Lease, or acts or omissions on the part of
Assignee or its  employees or agents in  connection  with the Lease with respect
to,  or  Assignee's  use  or  occupancy  of,  the  Premises,  which  obligation,
liability, act or omission occurs or accrues on or after the Effective Date.

           4. This  Agreement  is subject to receipt by Assignor and Assignee of
fully executed originals of the following documents:  (i) the Landlord's Consent
to this Agreement, (ii) First Amendment of Lease, and (iii) estoppel certificate
from  Landlord to the effect set forth in Section  22(c) of the Lease.  Assignor
shall use  commercially  reasonable  efforts to obtain the foregoing  items (i),
(ii) and (iii).  Assignor shall  promptly  submit this Agreement to the Landlord
for its consent and shall promptly request the Landlord's estoppel  certificate.
"Commercially  reasonable efforts",  for the purposes of this section shall mean
that  Assignor  shall comply with the  requirements  of Sections  20(A) (iv) and
20(B) of the Lease and  promptly  forward to Landlord a fully  executed  copy of
this  Agreement and make follow-up  phone calls to Landlord,  if necessary or as
reasonably  requested by Assignee.  In the event that any of the  aforementioned
items  are not  received  within  forty-five  (45)  days  from  the date of this
Agreement,  or as further  extended  by mutual  agreement,  this  Agreement,  at
Assignee's or Assignor's  option,  shall be deemed to be null and void and of no
further force and effect.  If this Agreement shall terminate as provided in this
Paragraph  4,  Assignor  shall  promptly  return to  Assignee  all funds paid to

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<PAGE>

Assignor under this Agreement,  and each party shall bear its own costs and fees
incurred in  connection  with this  Agreement  and neither  party shall have any
further rights or obligations hereunder.

           5. The parties acknowledge that Assignor is not being released of any
liability for the  performance and observance of the covenants and conditions in
the Lease  contained  on tenant's  part to be  performed  and  observed  through
January  31,  2003,  the  expiration  date of the  initial  term of this  Lease.
Assignor  is  being  released  of  such  liability  by  Landlord  for  any  term
thereafter.  As between  Assignor and Assignee,  Assignee's said liability under
this Lease shall be primary.

           6. Notwithstanding  anything to the contrary herein, in consideration
for Assignee  assuming and agreeing to perform and observe all of the  covenants
and  conditions  in the Lease  contained on tenant's  part to be  performed  and
observed  on and after the  Effective  Date,  Assignor  hereby  agrees to pay to
Assignee monthly payments,  as reimbursement for part of the annual minimum rent
provided in the Lease in the amounts set forth in the column titled  "Difference
due AHMC monthly" on Exhibit D annexed  hereto and made a part hereof.  Assignor
agrees to pay said monthly  payments to Assignee  within five (5) business  days
after receipt of evidence of payment of the  respective  monthly  installment of
annual  minimum  rent made by Assignee to the  Landlord in  accordance  with the
terms of the Lease.  Assignor  agrees  that a copy of the check for the  monthly
installment of annual minimum rent along with a written  statement  stating that
such check was sent to Landlord is  sufficient  evidence  that such  payment was
made in accordance with the Lease.

           7. As between  Assignor and Assignee,  Assignee  shall be required to
pay the portion of Tenant's  Tax Payment  that is equal to the increase in Taxes
above the  1999/2000  tax year.

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<PAGE>

Assignor  shall  remain  fully  liable to pay to Assignee all Taxes that are due
under  the  Lease,  except  for  the  portion  of the  Taxes  set  forth  in the
immediately  preceding  sentence.  Assignor  shall pay to  Assignee,  Assignor's
portion of the Taxes on a monthly  basis with the  rental  payment  set forth on
Exhibit D.

           8. Assignee  shall deliver to Assignor upon  receiving the Landlord's
consent to this Agreement,  the sum of  $133,200.00,  as security for Assignee's
performance  of the  terms  of  this  Agreement  and  for  the  performance  and
observance by Assignee of the terms, provisions and conditions of the Lease (the
"Security  Deposit").  The Security Deposit shall be held in an interest bearing
account with such  interest  accruing to the benefit of  Assignee.  It is agreed
that in the event Assignee  defaults in respect of any of the terms,  provisions
and  conditions of this Agreement or the Lease,  including,  but not limited to,
the payment of rent or additional rent, and such default  continues after notice
and the  expiration of the applicable  grace period,  Assignor may use, apply or
retain the whole or any part of security to the extent  required for the payment
of any rent or  additional  rent or any  other  sum as to which  Assignee  is in
default or for any sum which Assignor may expend or may be required to expend by
reason of  Assignee's  default  in respect  of any of the  terms,  covenants  or
conditions  of this  Agreement or the Lease.  In the event that  Assignee  shall
fully and  faithfully  comply  with all the  terms,  provisions,  covenants  and
conditions of this  Agreement and the Lease,  the security  shall be returned to
Assignee  within 30 days  after the  earlier of (i) the date fixed as the end of
the Lease or (ii) the release of Assignor from all of its obligations  under the
Lease.

           9. Assignor  hereby  warrants and  represents to Assignee that, as of
the date of execution of this Agreement:

                                       5
<PAGE>

              (a) A true and  complete  copy of the Lease is attached  hereto as
                  Exhibit A, and the Lease is valid and in full force and effect
                  and  there  exists  no other  agreement  affecting  Assignor's
                  tenancy  under  the  Lease  other  than  that  certain  letter
                  agreement  dated  October 20, 1995, a copy of which is annexed
                  to this Agreement as Exhibit E;

              (b) Rent  under  the  Lease  has  been  paid  as due  through  and
                  including September, 1999;

              (c) The Lease has not been  altered,  amended or  modified  in any
                  manner or  respect,  except by the  First  Amendment  of Lease
                  dated as of the date hereof;

              (d) The Commencement Date of the Lease is February 1, 1996 and the
                  Expiration Date of the Lease is January 31, 2003;

              (e) Neither  Landlord nor Assignor is in noticed default under the
                  Lease;

              (f) Assignor knows of no acts or omissions  which have occurred on
                  the part of either  which may give rise to an event of default
                  thereunder  other than  Landlord's  obligation  to convert the
                  Premises  to gas  heat  as  more  particularly  set  forth  in
                  subparagraph  (j)  below and  there  are no  pending  disputes
                  between  Landlord and Assignor with respect to the Premises or
                  the Lease which would adversely  affect  Assignee's use of the
                  Premises after the Effective  Date or adversely  affect in any
                  material  manner  any right or  obligation  Assignee  may have
                  after the Effective Date and Assignor will advise  Assignee of
                  any pending dispute;

                                       6
<PAGE>

              (g) Assignor  is the current  Tenant  under the Lease and has full
                  authority to assign the Lease,  subject only to obtaining  the
                  consent of the Landlord to this assignment of the Lease;

              (h) Assignor  has  not   received  any  written   notices  of  (i)
                  violations  of any  state  or  local  building  codes or other
                  similar laws with respect to the Premises,  or (ii) any notice
                  from any  governmental  entity  relating  to  requirements  to
                  conform the Premises or the Building to the A.D.A. (as defined
                  in the Lease);

              (i) As of  the  date  of  this  Agreement,  the  Real  Estate  Tax
                  escalation  which Landlord is billing Assignor under the Lease
                  is approximately  $409.80 per month, as evidenced by a billing
                  invoice  dated  December  15,  1998 for the  1998/99  tax year
                  covering  the  period  from   December  1,  1998  through  and
                  including  November  30,  1999,  copies  of  which  have  been
                  submitted to Assignee under separate cover;

              (j) As of the date of this  Agreement,  electric  current is being
                  supplied to the Premises  and metered  directly by the utility
                  company in accordance  with the  provisions of Section 6(B) of
                  the  Lease.  As of the date of this  Agreement,  Landlord  has
                  completed   the   conversion   to  gas  heat  except  for  the
                  installation and connection of the meter set;

              (k) There are no subleases, licenses, occupancy agreement or other
                  agreements, other than the Lease and the aforementioned letter
                  agreement  dated  October 25,  1995,  relating to the Premises
                  which have been  executed  by  Assignor  and which  might bind
                  Assignee;

                                       7
<PAGE>

              (l) Assignor has not executed any  subordination or nondisturbance
                  agreement with respect to the Lease;

              (m) Assignor has not exercised  any options  pursuant to the Lease
                  to renew or extend the term therefor to expand the size of the
                  Premises; and

              (n) Assignor  has  not  made,   constructed   or   installed   any
                  alterations,  additions or modifications to the Premises as to
                  which Landlord has notified Assignor that Assignor must remove
                  the  same at the  expiration  or  earlier  termination  of the
                  Lease.

Assignor's  representations and warranties  contained in Subparagraphs 9(f), (h)
and (n) are  made  to the  best of  Assignor's  knowledge  as of the  date  such
warranties or representations are made.  Assignor's  "knowledge" shall be deemed
to mean  only the  actual  knowledge  of Mr.  Philip  Gandolfo,  Executive  Vice
President and Chief  Financial  Officer,  and no other person or entity.  All of
Assignor's  representations and warranties contained in this Paragraph 9 must be
true in all material  respects as of the Effective  Date.  This  condition is an
express condition to Assignee's  obligations  under this Agreement,  except that
same shall not be an express  condition  to  Assignee's  obligations  under this
Agreement by reason of any breach of  representation  or warranty  which results
from any change that occurs between the date hereof and the Effective Date which
are not  materially  adverse to Assignee's  (i) intended use of the Premises and
(ii) rights and  obligations  under the Lease after the  Effective  Date. To the
extent Assignee has actual knowledge thereof,  assignee shall notify Assignor of
any other  breach  and  Assignor  shall have a  reasonable  period to cure same.
Assignor  shall notify  Assignee of any breach in the  foregoing  representation
promptly after discovering such breach.

                                       8
<PAGE>

           10. In  consideration  for Assignor's  execution and delivery of this
Agreement, Assignor covenants as follows:

               (a) Between the date of this  Agreement and the  Effective  Date,
                   Assignor  shall  maintain  and  repair  the  Premises  in the
                   condition required by the Lease and this Agreement;

               (b) Subject  to any rights of setoff  under the  Lease,  Assignor
                   shall pay all Rent  accruing for the period  between the date
                   of this  Agreement  and the  Effective  Date  pursuant to the
                   Lease.  If an event  occurs that gives  Assignor the right to
                   set off against Rent, Assignor shall promptly notify Assignee
                   of such event.  If the Effective  Date shall occur on any day
                   other than the first day of a month,  Assignor  and  Assignee
                   shall  prorate  between them any rent due for the month based
                   on the actual number of days in such month;

               (c) Assignor shall deliver  actual  possession of the Premises to
                   Assignee on the  Effective  Date in the same  condition as on
                   the  date  of  this  Agreement,   reasonable  wear  and  tear
                   excepted,  but vacant of all of Assignee's  personal property
                   (except as otherwise  provided herein),  broom clean and free
                   from any occupancies;

               (d) Assignor  shall not amend the Lease  (except as provided  for
                   herein) or  exercise  any  options  pursuant  to the Lease to
                   renew or extend the term  therefor  to expand the size of the
                   Premises;

                                       9
<PAGE>

               (e) Between the date of this  Agreement and the  Effective  Date,
                   Assignor  shall  comply  in all  material  respects  with the
                   terms, conditions and covenants of the Lease; and

               (f) Assignor and Assignee  will execute and deliver to each other
                   any  further  instruments  and do  such  further  acts as are
                   necessary to  effectuate  this  assignment,  at Assignor's or
                   Assignee's reasonable request.

           11. All notices  hereunder  shall be in writing and shall be given by
personal delivery,  registered or certified mail, or by a nationally  recognized
overnight courier service. Notices shall be effective upon delivery, in the case
of  personal  delivery,  or on the  third  business  day after  mailing,  or one
business  day  after  being  sent  by  overnight  courier  (marked  for  one day
delivery).

Notices shall be sent to the following addresses:

TO ASSIGNEE:

           Prior to the Effective Date:

                      American Home Mortgage Corp.
                      12 East 49th Street-29th Floor
                      New York, New York 10017

           On or after the Effective Date:

                      American Home Mortgage Corp.
                      520 Broadhollow Road
                      Melville, New York 11747

           With a copy to:

                      Corbin Silverman & Sanseverino LLP
                      805 Third Avenue-11th Floor
                      New York, New York 10022
                      Attention: Kenneth W. Sold, Esq.

                                       10
<PAGE>

TO ASSIGNOR:

                      Vytra Health Plans Long Island, Inc.
                      395 North Service Road
                      Melville, New York 11747
                      Attention: Mr. Philip Gandolfo

           With a copy to:

                      Farrell Fritz, P.C.
                      EAB Plaza
                      Uniondale, New York 11556
                      Attention: Charles M. Strain, Esq.

Any  party  may  change  its  address(es)  for  notice by notice to the other as
provided in this paragraph.

           12. As  additional  consideration  for Assignee  assuming  Assignor's
obligations under the Lease, Assignor hereby grants to Assignee,  free and clear
of all liens and encumbrances,  all of Assignor's  right,  title and interest in
and to the furniture and other  personal  property  listed on Exhibit F attached
hereto  and  made a part  hereof  (the  "Furniture").  The  Furniture  shall  be
delivered to Assignee in "as is" condition on the date of this Agreement (normal
wear and tear excepted).  Assignor  represents and warrants to Assignee that the
Furniture is free and clear of all liens and encumbrances, and that Assignor has
the power and authority to transfer the  Furniture to Assignee.  All sales taxes
that may be due as a result of the  transfer of the  Furniture  shall be paid by
Assignee  and in the  event  such  taxes are  payable,  Assignee  shall  deliver
evidence  of  such  payment  within  a  reasonable  amount  of  time  after  the
consummation of the transactions contemplated by this Agreement.

           13.  This  Agreement  may not be  changed,  modified,  discharged  or
terminated  orally or in any other manner than by an agreement in writing signed
by the parties hereto or their respective successors and assigns.

                                       11
<PAGE>

           14.  This  Agreement  shall be binding on and inure to the benefit of
the parties and their successors and/or assigns.

           15. It is the express  intention of the parties  that this  Agreement
shall be interpreted  as an assignment  and  assumption of the Lease,  and not a
sublease.

           16. Any capitalized  terms not defined herein shall have the meanings
ascribed to them in the Lease.  On and after the  Effective  Date and subject to
the terms and conditions of the Lease,  the terms Assignor and Assignee shall be
deemed to include the  respective  subsidiaries,  affiliates,  and successors by
merger, acquisition or reorganization of the parties hereto.

           17.  All  representations,  warranties  and  indemnities  made by the
parties in this Agreement  shall survive the  consummation  of the  transactions
contemplated by this Agreement. Notwithstanding anything to the contrary herein,
except for  Assignor's  representation  that it has full authority to assign the
Lease, which shall survive the consummation of the transactions  contemplated by
this  Agreement  without  limitation,  the  representations  and  warranties  of
Assignor  made  in  this  Agreement  shall  survive  the   consummation  of  the
transactions  contemplated  by this Agreement for a period of one hundred eighty
(180) days from the Effective Date. No claim for a breach of any  representation
or warranty of Assignor shall be actually  payable (a) if the breach in question
results  from or is based on a  condition,  state of facts or other matter which
was actually  known to Assignee and  expressly  waived by Assignee  prior to the
consummation of the transactions  contemplated by this Agreement, and (b) unless
written notice  containing a description  of the specific  nature of such breach
shall have been given by Assignee to Assignor  prior to the  expiration  of said
one hundred  eighty (180) day period and an action shall have been  commenced by
Assignee against Assignor within two hundred seventy (270) days of the Effective
Date.

                                       12
<PAGE>

           18. This  Agreement  shall be governed by and construed in accordance
with the laws of the State of New York.

           19.  Time is of the essence in the  performance  of Section 4 of this
Agreement.

           20.  This  Agreement  is  intended  by the  parties  to be the  final
expression of their agreement and is the complete and exclusive statement of the
terms hereof  notwithstanding  any representations or statements to the contrary
heretofore made and not contained in this Agreement.  This Agreement  supersedes
all other  agreements by and between the parties  hereto and with respect to the
subject matter hereof.  In the event that any provision of this Agreement  shall
be held unenforceable by a court of competent and final jurisdiction,  then this
Agreement  shall be modified in accordance as much as possible with the original
intent  of  the  parties  to the  extent  necessary  to  render  such  provision
enforceable.

           21. No waiver by either Assignor or Assignee of any term,  condition,
covenant or  agreement,  or the breach  thereof,  shall  constitute a continuing
waiver of such term,  condition,  covenant or  agreement,  or of any  subsequent
breach thereof.

           22.  Assignor and Assignee each  represents and warrants to the other
that it has not dealt with any broker,  finder or agent in  connection  with the
negotiation of this Agreement  other than BDL  Affiliates,  Inc. and Real Estate
Strategies, Ltd. (hereinafter each are referred to individually as, "Broker" and
collectively  as, the "Brokers").  Assignor agrees to pay the commission due the
Brokers in connection with this transaction pursuant to separate agreements with
each  Broker,  which the  parties  acknowledge  will not  cover any term  beyond
January 31, 2003. Assignor and Assignee each agree to indemnify, defend and hold
the  other  harmless  from and  against  any  claims to a fee or  commission  in
connection  with  this  Agreement  made by any  other  broker,  finder  or agent
claiming under or through the indemnifying party;  provided,

                                       13
<PAGE>

however,  that the foregoing indemnity by Assignee shall not extend to claims by
either or both Brokers and the foregoing  indemnity by Assignor shall not extend
to claims by either or both Brokers for any fee or commission in connection with
any term of this  Agreement  and/or the Lease beyond January 31, 2003. The terms
of this Paragraph 22 shall survive the termination of this  Agreement.

           23. This Agreement may be executed in two or more counterparts,  each
of which shall be deemed an original, but all of which shall constitute a single
instrument.  It shall not be  necessary  for both  parties to  execute  the same
counterparts  of this  Agreement  for this  Agreement  to become  effective.

           IN WITNESS  WHEREOF,  the parties hereto have duly executed or caused
these presents to be executed the day and year first above written.

                                      ASSIGNOR:  VYTRA  HEALTH PLANS LONG
                                                 ISLAND, INC.


                                      By:   /s/ Philip Gandolfo
                                            ------------------------------------
                                            Name:  Philip Gandolfo
                                            Title: Executive Vice President/CFO


                                      ASSIGNEE:  AMERICAN HOME
                                                 MORTGAGE CORP.


                                      By:   /s/ Michael Strauss
                                            ------------------------------------
                                            Name:  Michael Strauss
                                            Title:  President



                                       14
<PAGE>



      STATE OF NEW YORK                     )
                                            )
      COUNTY OF                             )


           On       __________       before       me       personally       came
_____________________________,  to me  known,  who,  being by me duly  sworn did
depose  and say that he  resides  at  _________________________;  that he is the
_______________  of  _______________________;  the corporation  described in and
which executed the above instrument;  and that he signed his name thereto as the
_______________ of said corporation.



                                         ---------------------------------------
                                         Notary Public




      STATE OF NEW YORK                     )
                                            )
      COUNTY OF                             )


           On       __________       before       me       personally       came
_____________________________,  to me  known,  who,  being by me duly  sworn did
depose  and say that he  resides  at  _________________________;  that he is the
_______________  of  _______________________;  the corporation  described in and
which executed the above instrument;  and that he signed his name thereto as the
_______________ of said corporation.



                                         ---------------------------------------
                                         Notary Public


                                       15
<PAGE>


                                    EXHIBIT A


















                                                            520 Broadhollow Road


                               AGREEMENT OF LEASE


                                     BETWEEN


                      RECKSON OPERATING PARTNERSHIP, L. P.


                                       AND


                          CHOICECARE LONG ISLAND, INC.



<PAGE>





                                TABLE OF CONTENTS

                                                                            Page

SPACE..........................................................................1
TERM...........................................................................1
RENT...........................................................................1
USE............................................................................2
TENANT'S INITIAL CONSTRUCTION..................................................3
SERVICES.......................................................................5
LANDLORD'S REPAIRS.............................................................6
WATER SUPPLY...................................................................6
PARKING FIELD..................................................................6
DIRECTORY......................................................................7
TAXES AND OTHER CHARGES........................................................7
TENANT' S REPAIRS..............................................................8
FIXTURES & INSTALLATIONS.......................................................9
ALTERATIONS....................................................................9
REQUIREMENTS OF LAW...........................................................12
END OF TERM...................................................................14
QUIET ENJOYMENT...............................................................15
SIGNS.........................................................................16
RULES AND REGULATIONS.........................................................16
RIGHT TO SUBLET OR ASSIGN.....................................................16
LANDLORD' S ACCESS TO PREMISES................................................18

                                        i
<PAGE>

SUBORDINATION.................................................................19
PROPERTY LOSS, DAMAGE REIMBURSEMENT...........................................21
TENANT'S INDEMNITY............................................................22
DESTRUCTION - FIRE OR OTHER CASUALTY..........................................22
INSURANCE.....................................................................24
EMINENT DOMAIN................................................................26
NONLIABILITY OF LANDLORD......................................................27
DEFAULT.......................................................................27
TERMINATION ON DEFAULT........................................................29
DAMAGES.......................................................................30
SUMS DUE LANDLORD.............................................................31
NO WAIVER.....................................................................31
WAIVER OF TRIAL BY JURY.......................................................32
NOTICES.......................................................................32
INABILITY TO PERFORM..........................................................33
INTERRUPTION OF SERVICE.......................................................34
CONDITIONS OF LANDLORD'S LIABILITY............................................34
TENANT'S TAKING POSSESSION....................................................34
ENTIRE AGREEMENT..............................................................35
DEFINITIONS...................................................................35
PARTNERSHIP TENANT............................................................36
SUCCESSORS, ASSIGNS, ETC......................................................36
BROKER........................................................................36

                                       ii
<PAGE>

CAPTIONS......................................................................37
NOTICE OF ACCIDENTS...........................................................37
TENANT'S AUTHORITY TO ENTER LEASE.............................................37
RENEWAL OPTION................................................................37
RIGHT OF FIRST OFFER..........................................................39
BUILDING IMPROVEMENTS.........................................................41
REASONABLE CONSENT............................................................41
TENANT' S REMEDY..............................................................41
ROOF ANTENNA..................................................................42
SCHEDULE "A"....................................................................
SCHEDULE "B"....................................................................
SCHEDULE "C"....................................................................
SCHEDULE "D"....................................................................
SCHEDULE "E"....................................................................
EXHIBIT 1.......................................................................

                                      iii
<PAGE>


        AGREEMENT OF LEASE, made as of this 20th day of October,  1995,  between
RECKSON OPERATING PARTNERSHIP, L.P., a limited partnership, having its principal
office  at 225  Broadhollow  Road,  Suite  212 W, CS  5341,  Melville,  New York
11747-0983 (hereinafter referred to as "Landlord"),  and CHOICECARE LONG ISLAND,
INC. a corporation,  having its principal place of business at 395 North Service
Road, Melville, New York 11747 (hereinafter referred to as "Tenant").

        WITNESSETH: Landlord and Tenant hereby covenant and agree as follows:


                                      SPACE


           1.  Landlord  hereby  leases to Tenant and Tenant  hereby  hires from
Landlord the space  substantially  as shown on the Rental Plan  initialed by the
parties and made part hereof as Exhibit "l" ("Demised  Premises" or  "Premises")
in the building located at 520 Broadhollow Road, Melville, New York (hereinafter
referred  to  as  the  "Building")   which  space  the  parties  agree  contains
approximately  43,200 square feet in a Building containing  approximately 83,176
square  feet  which  constitutes  51.94  percent  of the  area  of the  Building
("Tenant's Proportionate Share").


                                      TERM


           2. The term ("Term" or "Demised  Term" or "term") of this lease shall
commence  and,  subject to Article 5(F) below,  Tenant's  obligation to pay Rent
shall  commence on the date (the "Term  Commencement  Date") that the Contractor
(defined  below) shall  substantially  complete  Tenant's  Initial  Construction
(defined below) in the Demised Premises.  The Term of this lease shall expire on
the date (the "Expiration  Date") which is seven (7) years after the last day of
the month in which the Term  Commencement  Date shall have occurred,  unless the
Term  shall  sooner  terminate  pursuant  to  any  of the  terms,  covenants  or
conditions of this lease or pursuant to law.

              A "Lease Year" shall comprise a period of twelve (12)  consecutive
months.  Notwithstanding the foregoing, the first Lease Year shall commence upon
the Term  Commencement  Date and if the Term  Commencement Date is not the first
day of a month shall include the  additional  period from the Term  Commencement
Date to the end of the then current month.  Each succeeding Lease Year shall end
on the  anniversary  date of the  last  day of the  preceding  Lease  Year.  For
example,  if the Term Commencement Date is January 1, 1996, the first Lease Year
would end on  December  31,  1996 and each  succeeding  Lease  Year would end on
December 31st. If, however,  the Term  Commencement  Date is January 2, 1996 the
first  Lease Year would end on January  31,  1997,  the second  Lease Year would
commence on February 1, 1997 and each succeeding Lease Year would end on January
31st.


                                      RENT


           3. The annual minimum rental ("Rent" or "rent") is as follows:

                                       1
<PAGE>

During the first Lease Year, the Rent shall be  $734,400.00,  payable in monthly
installments of $61,200.00.

During the second Lease Year, the Rent shall be $756,432.00,  payable in monthly
installments of $63,036.00.

During the third Lease Year, the Rent shall be  $779,124.96,  payable in monthly
installments of $64,927.08.

During the fourth Lease Year, the Rent shall be $802,498.68,  payable in monthly
installments of $66,874.89.

During the fifth Lease Year, the Rent shall be  $826,573.68,  payable in monthly
installments of $68,881.14.

During the sixth Lease Year, the Rent shall be  $851,370.84,  payable in monthly
installments of $70,947.57.

During the seventh Lease Year, the Rent shall be $876,912.00, payable in monthly
installments of $73,076.00.

Tenant agrees to pay the Rent to Landlord,  without notice or demand,  in lawful
money of the United  States  which shall be legal tender in payment of the debts
and dues, public and private, at the time of payment in advance on the first day
of each calendar month during the Demised Term at the office of the Landlord, or
at such other place as Landlord  shall  designate,  except that Tenant shall pay
the first monthly  installment on the Term  Commencement  Date. Tenant shall pay
the Rent as above and as hereinafter provided,  without any set off or deduction
whatsoever except as otherwise  specifically  permitted under this lease. Should
the Term  Commencement  Date be a date  other  than the first day of a  calendar
month,  the Tenant shall pay a pro rata portion of the Rent on a per diem basis,
based upon the fourth full  calendar  month of the first  Lease Year,  from such
date to and including the last day of that current calendar month, and the first
Lease Year shall include said partial  month.  The Rent payable for such partial
month shall be in addition to the Rent payable pursuant to the Rent schedule set
forth above.

Notwithstanding the foregoing,  provided Tenant is not then in default under any
provision of this lease, Tenant shall be relieved of its obligations to pay Rent
for the first, second and third full calendar months of the Term of this lease.


                                       USE


           4. (A)  Tenant  shall use and occupy the  Demised  Premises  only for
executive, administrative and general office purposes and for no other purpose.

              (B) Tenant shall not use or occupy, suffer or permit the Premises,
or any part  thereof,  to be used in any manner  which  would in any way, in the
reasonable  judgment of Landlord,  (i) violate any laws or regulations of public
authorities;  (ii) make void or voidable any insurance policy then in force with
respect to the Building; (iii) impair the appearance, character

                                       2
<PAGE>

or reputation of the Building;  (iv) discharge  objectionable  fumes,  vapors or
odors into the Building,  air-conditioning systems or Building flues or vents in
such a manner as to offend other occupants. The provisions of this Section shall
not be  deemed to be  limited  in any way to or by the  provisions  of any other
Section or any Rule or Regulation.

              (C) The  emplacement of any equipment  which will impose an evenly
distributed  floor load in excess of 100  pounds  per square  foot shall be done
only after written  permission is received  from the Landlord.  Such  permission
will be  granted  only  after  adequate  proof is  furnished  by a  professional
engineer  that such floor  loading  will not endanger  the  structure.  Business
machines and mechanical equipment in the Premises shall be placed and maintained
by  Tenant,  at  Tenant's  expense,  in such  manner as shall be  sufficient  in
Landlord's  judgment  to absorb  vibration  and noise and prevent  annoyance  or
inconvenience to Landlord or any other tenants or occupants of the Building.

              (D) Tenant will not at any time use or occupy the Demised Premises
in violation of the certificate of occupancy (temporary or permanent) issued for
the Building or portion thereof of which the Demised Premises form a part.

              (E) Tenant  shall not conduct  medical  examinations  or any other
activities  which shall generate  "red-bag"  medical waste or install any MRI or
X-ray equipment in the Demised Premises.

              (F)  Tenant  shall be  permitted  access to the  Demised  Premises
twenty-four (24) hours a day, seven (7) days a week.


                          TENANT'S INITIAL CONSTRUCTION


           5. (A) At Tenant's expense, Landlord shall cause Reckson Construction
Group, Inc. (the  "Contractor") to perform,  on a turn-key basis,  pursuant to a
separate  contract,  the work  (including  architectural  services) and make the
installations  required to provide the Demised Premises with  substantially  the
same finishes as currently exist in the premises  presently  leased by Tenant in
the building located at 395 North Service Road,  Melville,  New York (except for
extraordinary  finishes,  including,  without limitation,  interior  stairwells)
("Tenant's  Initial  Construction").  The tenant's finish work which constitutes
Tenant's Initial Construction shall substantially  conform to the specifications
for Tenant's  Initial  Construction set forth on Schedule "E" annexed hereto and
made a part hereof.

              Landlord   hereby  agrees  to  pay  to  Tenant  a  work  allowance
(hereinafter  referred to as "Landlord's  Contribution")  of $1,080,000.00 to be
used by Tenant toward the cost of Tenant's  Initial  Construction.  Tenant shall
draw down  Landlord's  Contribution  by use of AlA Application for Payment forms
(hereinafter  referred to as "Requisition" in the singular and "Requisitions" in
the  plural).  In the  format  set forth in the  Requisitions,  Tenant  shall be
entitled  to draw  down,  from  time to  time,  that  percentage  of  Landlord's
Contribution  which equals the percentage of Tenant's Initial  Construction that
has been completed by or on behalf of Tenant or by the Contractor.  Tenant shall
submit a Requisition to Landlord's architect no more frequently than monthly and
Landlord's architect shall verify the percentage of completion claimed by Tenant
on the  Requisition  in  question.  Landlord  shall pay Tenant  that  portion of
Landlord's  Contribution

                                       3
<PAGE>

requested by a Requisition within ten (10) days after Landlord's receipt of such
Requisition,  provided  Landlord's  architect  confirms  that the  percentage of
completion set forth on such Requisition is correct.

              (B) Landlord and Tenant  acknowledge  that Tenant has delivered to
Landlord its Program of Space Requirements for the Premises and they have agreed
upon and signed the  preliminary  plans (the  "preliminary  plans")  prepared by
Landlord  based  upon  Tenant's  Program  of Space  Requirements.  A copy of the
preliminary  plans is annexed  hereto as Exhibit  "2".  Landlord and Tenant also
acknowledge Tenant has given to Landlord its furniture plan and a description of
Tenant's power, data and telephone requirements  (hereinafter referred to as the
"Supplemental Information").

              (C) Landlord  shall cause the  Contractor  to deliver the Tenant's
Initial  Construction in a substantially  completed  condition (the date of such
delivery being  referred to herein as the "Delivery  Date") on or before January
30, 1996 provided Tenant shall comply with the following schedule:

                  (i)  Landlord  shall prepare working plans on the basis of the
preliminary  plans within thirty (30) days after Tenant shall have delivered the
Supplemental Information to Landlord.

                 (ii)  Tenant  shall  comment on  Landlord's  working  plans and
approve  such working  plans,  subject to such  comments,  within seven (7) days
after Tenant's receipt of such working plans from Landlord.

                (iii)  Contractor shall substantially complete  Tenant's Initial
Construction  within  sixty-four  (64) days after  Tenant shall have so approved
Landlord's working plans and delivered such approval to Landlord.

              (D) The Delivery  Date referred to in Paragraph (C) above shall be
extended by the period of any delay in the  foregoing  schedule  resulting  from
Tenant's non-compliance with such schedule. Such delay shall not, however, delay
the commencement of the Term or the Tenant's obligation to pay Rent as otherwise
provided hereunder.

              (E) (i) If Landlord  shall fail to cause the Contractor to deliver
the Premises in a substantially completed condition on or before March 30, 1996,
Tenant  shall  receive a rent  credit  equal to  $2,012.05  per day for each day
beyond March 30,  1996,  until  Landlord  causes the  contractor  to deliver the
Premises in a  substantially  completed  condition.  Such rent  credit  shall be
applied  against  the Rent  payable  pursuant to this lease  beginning  with the
fourth (4th) full calendar month of the term of this lease.  Notwithstanding the
foregoing,  the effective date of Tenant's  receipt of the foregoing rent credit
shall be  delayed  beyond  March  30,  1996 by one (1) day (a) for each day that
Tenant shall delay in complying with its obligations under the plan schedule set
forth in  Paragraph  (C) above,  or (b) for each day that Tenant shall delay the
substantial  completion of Tenant's Initial Construction by reason of any of the
causes set forth in Paragraph (F) below.

                 (ii) In the event  Landlord shall fail to cause the  Contractor
to deliver the  Premises in a  substantially  completed  condition  on or before
March 30, 1996 and neither

                                       4
<PAGE>

Landlord  nor the  Contractor  shall cure such default  within  thirty (30) days
after  Landlord  shall have received from Tenant  written notice of such default
(or, if such  default  cannot  reasonably  be cured  within such thirty (30) day
period,  Landlord or the  contractor  shall not have  commenced the cure of such
default  within such thirty (30) day period and  thereafter  diligently  pursued
such cure to completion),  then Tenant shall have the right to complete Tenant's
Initial  Construction  and  deduct the  reasonable  cost  thereof  from the next
payments of Rent due under this Lease.

                (iii) Receipt  by  Tenant  of  the  rent  credit  set  forth  in
Subparagraph  (i) above and Tenant's  right of setoff set forth in  Subparagraph
(ii)  above  shall be  Tenant's  sole  remedies  in the  event  Landlord  or the
Contractor  shall fail to deliver the Premises as required  under this lease and
Tenant  waives any right to rescind  this lease under  Section  223-a of the New
York Real Property Law or any successor  statute of similar import then in force
and  further  waives  the right to recover  any  damages  which may result  from
Landlord's or the Contractor's  failure to deliver possession of the Premises on
the Term Commencement Date.  Notwithstanding the foregoing,  the remedies waived
by Tenant in the  foregoing  sentence  shall be deemed  reinstated  in the event
neither Landlord nor the Contractor shall deliver the Demised Premises to Tenant
in a substantially completed condition on or before December 31, 1996.

              (F)  For  purposes  of  this  Article,   the  term  "substantially
completed" shall mean when the only items to be completed are those which do not
materially interfere with the Tenant's use and occupancy of the Demised Premises
(including,   without  limitation,   minor  construction   details,   mechanical
adjustments  and  decorations).  Subject to any applicable  rent  concession set
forth in this lease, the commencement of the Term and Tenant's obligation to pay
Rent  shall  commence  upon  the  substantial  completion  of  Tenant's  Initial
Construction;  but if  Landlord  or the  Contractor  shall  be  delayed  in such
"substantial  completion"  as a  result  of  (i)  Tenant's  failure  to  approve
Landlord's  working  plans within the time  schedule set forth in Paragraph  (C)
above; (ii) Tenant's request for materials, finishes or installations other than
Landlord or  Contractor's  standard;  (iii)  Tenant's  changes in its Program of
Space  Requirements,   Supplemental   Information,   the  preliminary  plans  or
Landlord's  working  plans;  or (iv) the  performance or completion of any work,
labor or services by a party  employed  by Tenant  (other than the  Contractor);
then  the  commencement  of the  Term of this  lease  and  the  payment  of Rent
hereunder  with  respect to the space in question  shall be  accelerated  by the
number of days of such delay.


                                    SERVICES


           6. (A) As long as Tenant is not in  default  under any  covenants  of
this lease, Landlord, during the hours of 8:00 A.M. to 7:00 P.M. on weekdays and
8:00 A.M. to 5:00 P.M. on Saturdays ("Working Hours"), excluding legal holidays,
shall provide normal services to the "Common Area" of the Building, which normal
services shall include lighting and heating, ventilation and air conditioning as
required  by the  respective  season.  During all other  hours,  Landlord  shall
provide only limited lighting to the parking area servicing the Demised Premises
as may be  necessary  for  Tenant's  employees  and agents to gain access to the
Demised Premises.

                                       5
<PAGE>

              (B) Landlord  shall  provide,  at its expense,  an electric  meter
which shall measure Tenant's  consumption of electricity in the Demised Premises
for all purposes,  including,  without limitation,  lighting,  office equipment,
heating,  ventilation and air  conditioning.  Tenant shall make  arrangements to
secure  electricity  for such purposes  directly from the utility  servicing the
Building and Tenant shall pay the charges for such electricity  directly to such
utility in a timely manner. Upon completion by Landlord of the conversion of the
Demised  Premises to gas heat pursuant to Article 46 below and the  installation
by Landlord of a separate  gas meter to measure  the  consumption  of gas in the
Demised Premises, Tenant shall make arrangements to secure gas directly from the
utility  servicing  the  Building  and Tenant shall pay the charges for such gas
directly to such utility in a timely manner. Landlord shall cause the Contractor
to install the  above-referenced  electric and gas meters and the  conversion to
gas heat as part of  Tenant's  Initial  Construction  and the time  periods  and
remedies referred to in Article 5 above shall pertain thereto.


                               LANDLORD'S REPAIRS


           7. Landlord,  at its expense,  will make all necessary structural and
nonstructural  repairs  to and  provide  maintenance  for the  Building  and all
mechanical  systems  servicing the Building,  and generally keep the Building in
good order and repair, and make all the structural and nonstructural  repairs to
and provide the maintenance  for the Demised  Premises  (excluding  painting and
decorating)  and for all public areas and facilities as set forth in Schedules A
and B,  except  such  repairs  and  maintenance  as may be  necessitated  by the
negligence,  improper care or use of such premises and facilities by Tenant, its
agents,  employees,  licensees  or  invitees,  which will be made by Landlord at
Tenant's expense.


                                  WATER SUPPLY


           8. Landlord,  at its expense,  shall furnish hot and cold or tempered
water for lavatory purposes and for the kitchenette and other sinks permitted in
the Demised Premises and for no other purpose.


                                  PARKING FIELD


           9. Tenant shall have the right to use one hundred  seventy-two  (172)
parking spaces for the parking of  automobiles of the Tenant,  its employees and
invitees,  in the parking areas  servicing the Building  (hereinafter  sometimes
referred to as  "Building  Parking  Area"),  twenty-five  (25) of which shall be
marked  "reserved"  for use by  Tenant,  subject  to the  reasonable  Rules  and
Regulations now or hereafter  adopted by Landlord.  Such reserved parking spaces
shall  include all those  spaces  located  adjacent to the Route 110 side of the
Building with the balance located as shown on the Rental Plan annexed as Exhibit
1 Tenant  shall not use nor permit any of its  officers,  agents or employees to
use any parking spaces in excess of Tenant's allotted number of spaces therein.

                                       6
<PAGE>

                                    DIRECTORY


           10.  Landlord  will  furnish  on  the  building   directory  listings
requested by Tenant, not to exceed five (5) listings.  The initial listings will
be made at Landlord's expense and any subsequent changes by Tenant shall be made
at  Tenant's  expense.  Landlord's  acceptance  of any name for  listing  on the
directory will not be deemed, nor will it substitute for, Landlord's consent, as
required by this lease,  to any sublease,  assignment or other  occupancy of the
Premises.


                             TAXES AND OTHER CHARGES


           11.  (A) As used in and for the  purposes  of this  Article  11,  the
following definitions shall apply:

                    (i)   "Taxes" shall be the real estate  taxes,  assessments,
special or otherwise, sewer rents, rates and charges, and any other governmental
charges, general, specific,  ordinary or extraordinary,  foreseen or unforeseen,
levied on a calendar year or fiscal year basis against the Real Property.  If at
any time  during the Term the method of taxation  prevailing  at the date hereof
shall be altered so that there shall be levied,  assessed or imposed in lieu of,
or as in  addition  to,  or as a  substitute  for,  the whole or any part of the
taxes, levies,  impositions or charges now levied, assessed or imposed on all or
any part of the Real Property (a) a tax, assessment,  levy, imposition or charge
based upon the rents received by Landlord, whether or not wholly or partially as
a capital levy or  otherwise,  or (b) a tax,  assessment,  levy,  imposition  or
charge measured by or based in whole or in part upon all or any part of the Real
Property  and imposed on  Landlord,  or (c) a license  fee  measured by the rent
payable by Tenant to Landlord, or (d) any other tax, levy, imposition, charge or
license  fee however  described  or imposed  (excluding  income,  capital  levy,
estate,  inheritance  and transfer taxes imposed on any corporate  owner and any
tax on rental  income),  then all such taxes,  levies,  impositions,  charges or
license fees or any part  thereof,  so measured or based,  shall be deemed to be
Taxes.

                    (ii)  "Base Year Taxes" shall be the taxes  actually due and
payable in the 1995/96 tax year.  Notwithstanding the foregoing, Base Year Taxes
applicable  to each Offer Space shall be the taxes  actually due and payable for
the fiscal tax year in which such Offer Space is added to the Premises.

                    (iii) "Escalation Year" shall mean each calendar year  which
shall include any part of the Demised Term.

                    (iv)  "Real  Property"  shall be the  land  upon  which  the
Building stands and any part or parts thereof  utilized for parking,  landscaped
areas or otherwise  used in connection  with the Building,  and the Building and
other improvements appurtenant thereto.

                (B) Tenant shall pay Landlord  increases in Taxes levied against
the Real Property as follows: If the Taxes actually due and payable with respect
to the Real Property in any  Escalation  Year shall be increased  above the Base
Year Taxes,  then Tenant  shall pay

                                       7
<PAGE>

to  Landlord,  as  additional  rent for such  Escalation  Year,  a sum  equal to
Tenant's  Proportionate  Share of said increase  ("Tenant's Tax Payment" or "Tax
Payment").

                (C)  Landlord  shall  render to Tenant,  together  with the then
current tax bill, a statement  containing a computation  of Tenant's Tax Payment
("Landlord's  Statement").  Within  fifteen (15) days after the rendition of the
Landlord's  Statement,  Tenant  shall pay to Landlord the amount of Tenant's Tax
Payment.  On the  first  day of  each  month  following  the  rendition  of each
Landlord's Statement,  Tenant shall pay to Landlord, on account of Tenant's next
Tax Payment,  a sum equal to  one-twelfth  (1/12th) of Tenant's last Tax Payment
due hereunder, which sum shall be subject to adjustment for subsequent increases
in Taxes.

                (D) If during  the Term Taxes are  required  to be paid as a tax
escrow payment to a mortgagee,  then, at Landlord's  option, the installments of
Tenant's Tax Payment shall be  correspondingly  accelerated so that Tenant's Tax
Payment  or any  installment  thereof  shall be due and  payable  by  Tenant  to
Landlord at least thirty (30) days prior to the date such payment is due to such
mortgagee.

                (E) Tenant shall not, without  Landlord's prior written consent,
institute or maintain any action, proceeding or application in any court or body
or with any  governmental  authority  for the  purpose  of  changing  the Taxes.
However, if Landlord fails to commence such a proceeding within thirty (30) days
prior to the final  date to file  challenges  for the tax year in  question  and
Landlord has not provided a  reasonable  justification  for not doing so by such
thirtieth  (30th)  day,  then  Tenant  shall be  permitted  to  commence  such a
proceeding  for the tax year in question  at Tenant's  sole cost and expense and
upon prior notice to Landlord.  In the event Tenant  commences such a proceeding
as permitted by this Article,  Tenant shall furnish  Landlord with copies of all
documents  delivered and received by or on behalf of Tenant in  connection  with
said proceeding. In the event any such action initiated by Landlord or Tenant is
successful,  then  Landlord  and  Tenant  shall  share any tax  refund or credit
obtained thereby (after  reimbursement  to the appropriate  party for reasonable
legal fees and other customary out of pocket expenses) on the basis of the Taxes
paid by each such party.

                (F)  Landlord's  failure to render a Landlord's  Statement  with
respect to any Escalation Year shall not prejudice  Landlord's right to render a
Landlord's Statement with respect to any Escalation Year, unless more than three
(3) years have  transpired  since the  expiration or sooner  termination of this
lease.  The  obligation  of Landlord  and Tenant  under the  provisions  of this
Article  with  respect  to any  additional  rent for any  Escalation  Year shall
survive the expiration or any sooner termination of the Demised Term.


                                TENANT' S REPAIRS


           12. Tenant shall take good care of the Demised  Premises and, subject
to the provisions of Article 7 hereof, Landlord, at the expense of Tenant, shall
make as and when  needed as a result of misuse or neglect by Tenant or  Tenant's
servants,  employees,  agents or licensees, all repairs in and about the Demised
Premises  necessary  to  preserve  them in good order and  condition.  Except as
specifically provided in this lease, there shall be no allowance to Tenant for a
diminution of rental value and no liability on the part of Landlord by reason of

                                       8
<PAGE>

inconvenience,  annoyance or injury to business arising from Landlord, Tenant or
others making any repairs,  alterations,  additions or improvements in or to any
portion  of the  Building  or of  Demised  Premises,  or in or to the  fixtures,
appurtenances or equipment  thereof,  and no liability upon Landlord for failure
of  Landlord  or  others  to  make  any  repairs,   alterations,   additions  or
improvements in or to any portion of the Building or of the Demised Premises, or
in or to the fixtures,  appurtenances or equipment thereof, except that Landlord
shall be  subject  to a claim for  damages  to Tenant  (without  a right of rent
setoff  except as  specifically  provided in this  lease) if  Landlord  shall be
negligent in the performance of any repairs  Landlord shall elect or be required
to  make  to  the  Building  or  the  Demised  Premises  or  if  Landlord  shall
unreasonably  interfere  with the conduct of Tenant's  business when  performing
such  repairs.  Any rights  which  Tenant may have at law to claim  constructive
eviction by reason of the foregoing shall be subject to Article 35(C)(i) below.


                            FIXTURES & INSTALLATIONS


           13. All appurtenances,  fixtures,  improvements,  additions and other
property attached to or built into the Demised Premises,  whether by Landlord or
Tenant or others, and whether at Landlord's expense, or Tenant's expense, or the
joint  expense of  Landlord  and  Tenant,  shall be and remain the  property  of
Landlord  (except  for  purposes  of  sales  tax  which  shall  remain  Tenant's
obligation),  except that any trade fixtures,  furniture,  furnishings and other
articles  of  movable  personal  property  belonging  to  Tenant,  and which are
removable  without  material  damage to the  Demised  Premises  or the  Building
("Tenant's  Property"),  may be removed by Tenant on condition that Tenant shall
repair,  at its  expense,  any damage to the Demised  Premises  or the  Building
resulting from such removal. Tenant, before so removing Tenant's Property, shall
establish to Landlord's  reasonable  satisfaction  that no structural  damage or
change  will result from such  removal  and that  Tenant can and  promptly  will
repair and restore any damage  caused by such removal  without cost or charge to
Landlord.  Any such repair and removal shall itself be deemed an Alteration  (as
defined in Article 14 below)  within the purview of this lease.  All the outside
walls of the Demised Premises  including corridor walls and the outside entrance
doors to the Demised Premises, any balconies,  terraces or roofs adjacent to the
Demised Premises, and any space in the Demised Premises used for shafts, stacks,
pipes,  conduits,  ducts or other building  facilities,  and the use thereof, as
well as access  thereto in and through the Demised  Premises  for the purpose of
operation,  maintenance,  decoration  and  repair,  are  expressly  reserved  to
Landlord,   and  Landlord  does  not  convey  any  rights  to  Tenant   therein.
Notwithstanding  the  foregoing,  Tenant shall enjoy full right of access to the
Demised Premises through the public entrances, public corridors and public areas
within the Building.


                                   ALTERATIONS


           14. (A) Tenant shall make no alterations, decorations, installations,
additions   or   improvements   (hereinafter   collectively   referred   to   as
"Alterations")  in or to the Demised Premises  without  Landlord's prior written
consent,  which consent shall not be unreasonably  withheld or delayed, and then
only by  contractors  or mechanics  reasonably  approved by Landlord and at such
times and in such manner as Landlord may from time to time reasonably designate.
Notwithstanding  the  foregoing,  Tenant shall be permitted to paint and install
wall

                                       9
<PAGE>

coverings and floor coverings and make other similar  decorative  alterations in
the Premises  ("Decorative  Alterations")  without Landlord's prior consent, but
Tenant must notify Landlord prior to performing such Decorative Alterations.

               (B) All Alterations done by Tenant shall at all times comply with
(i) laws,  rules,  orders and  regulations of  governmental  authorities  having
jurisdiction thereof, and (ii) rules and regulations of the Landlord attached as
Schedule D.

               (C)  With   respect  to  all   Alterations,   except   Decorative
Alterations,  plans and specifications  prepared by and at the expense of Tenant
shall be submitted to Landlord for its prior written approval which shall not be
unreasonably withheld or delayed in accordance with the following requirements:

                    (i) With  respect  to any  Alterations  to be  performed  by
Tenant pursuant to this lease, except Decorative  Alterations,  Tenant shall, at
its  expense,   furnish   Landlord  with  all  drawings,   plans,   layouts  and
specifications  for  work  to  be  performed  by  Tenant,   including,   without
limitation,   architectural,   plumbing,  electrical,  mechanical  and  heating,
ventilating  and air  conditioning  plans  (the  "Tenant's  Plans").  All of the
Tenant's Plans shall: (a) be compatible with the Landlord's  building plans, (b)
comply with all applicable  laws and the rules,  regulations,  requirements  and
orders of any and all  governmental  agencies,  departments  or  bureaus  having
jurisdiction,  and (c) be  fully  detailed,  including  locations  and  complete
dimensions;

                   (ii) Tenant's  Plans shall be subject to approval by Landlord
which shall not be unreasonably withheld or delayed;

                  (iii) Tenant shall,  at Tenant's  expense,  (a) cause Tenant's
Plans to be filed with the governmental agencies having jurisdiction  thereover,
(b) obtain when necessary all governmental permits,  licenses and authorizations
required  for the work to be done in  connection  therewith,  and (c) obtain all
necessary  certificates  of occupancy,  both temporary and  permanent.  Landlord
shall execute such  documents as may be reasonably  required in connection  with
the foregoing and Landlord shall  otherwise  cooperate with Tenant in connection
with obtaining the foregoing, but without any expense to Landlord.  Tenant shall
make no  amendments  or additions to Tenant's  Plans  without the prior  written
consent of Landlord in each instance;

                   (iv) No work shall  commence in the Premises until (a) Tenant
has procured all necessary  permits therefor and has delivered copies of same to
Landlord,  (b) Tenant has procured a paid builder's risk insurance policy naming
Landlord as an additional insured and has delivered to Landlord a certificate of
insurance  evidencing such policy, and (c) Tenant or its contractor has procured
a workmen's compensation insurance policy covering the activities of all persons
working  at the  Premises  naming  Landlord  as an  additional  insured  and has
delivered to Landlord a certificate of insurance evidencing such policy;

                    (v) Tenant may use any  licensed  architect  or  engineer to
prepare its plans and to file for  permits.  However,  all such plans and permit
applications  shall be subject to review,  revision  and approval by Landlord or
its architect which approval shall not be unreasonably withheld or delayed;

                                       10
<PAGE>

                   (vi) Tenant,  at its  expense,  shall  perform  all  work  in
accordance  with  Tenant's  Plans  (except  Decorative  Alterations),   and  all
Alterations,  unless  Landlord  performs  same,  shall be subject to  Landlord's
supervisory  fee  charge  of 10% of the  cost  thereof  (excluding  the  cost of
Decorative   Alterations).   In  receiving   such  fee,   Landlord   assumes  no
responsibility  for the quality or manner in which such work has been performed;
and

                  (vii) Tenant  agrees  that it will  not,  either  directly  or
indirectly, use any contractors and/or labor and/or materials if the use of such
contractors  and/or labor and/or  materials  would or will create any difficulty
with other  contractors  and/or labor engaged by Tenant or Landlord or others in
the construction,  maintenance or operation of the Building or any part thereof.
Tenant hereby agrees that only "AFL-ClO Building Trades" workers and contractors
shall be used for any work to be performed by or on behalf of Tenant.

               (D) Tenant's  right to make  Alterations  shall be subject to the
following  additional  conditions:  (i) the  Alterations  will not  result  in a
violation of, or require a change in, any Certificate of Occupancy applicable to
the Premises or the Building;  (ii) the outside appearance,  character or use of
the Building shall not be affected; (iii) no part of the Building outside of the
Premises  shall be  physically  affected;  (iv)  subject to  Landlord's  consent
provisions  set  forth in this  Article,  functioning  of any  air-conditioning,
elevator,  plumbing,  electrical,  sanitary,  mechanical  and other  service  or
utility system of the Building shall not be affected.

               (E)  Except if arising  out of the  Contractor's  performance  of
Tenant's Initial Construction,  Tenant shall defend, indemnify and save harmless
Landlord against any and all mechanics' and other liens filed in connection with
its  Alterations,   repairs  or  installations,   including  the  liens  of  any
conditional  sales of, or chattel  mortgages  upon, any  materials,  fixtures or
articles so installed in and  constituting  part of the Premises and against any
loss, cost, liability,  claim, damage and expense,  including reasonable counsel
fees, penalties and fines incurred in connection with any such lien, conditional
sale or chattel mortgage or any action or proceeding brought thereon.

               (F) Tenant,  at its expense,  shall procure the  satisfaction  or
discharge of all such liens  within  thirty (30) days of the filing of such lien
against the Premises or the Building. If Tenant shall fail to cause such lien to
be discharged within the aforesaid period,  then, in addition to any other right
or remedy,  Landlord  may, but shall not be  obligated  to,  discharge  the same
either by paying the amount  claimed to be due or by procuring  the discharge of
such lien by deposit or by bonding  proceedings,  and in any such event Landlord
shall be entitled, if Landlord so elects, to compel the prosecution of an action
for the  foreclosure  of such lien by the  lienor  and to pay the  amount of the
judgment in favor of the lienor with interest, costs and allowances.  Any amount
so paid by  Landlord,  and all  costs  and  expenses  incurred  by  Landlord  in
connection  therewith,  together  with  interest  thereon  at the  maximum  rate
permitted by law from the respective dates of Landlord's  making of the payments
or incurring of the cost and expense, shall constitute additional rent and shall
be paid on demand.

               (G) Nothing in this lease contained shall be construed in any way
as constituting the consent or request of Landlord, expressed or implied, to any
contractor,  subcontractor,  laborer or materialman  for the  performance of any
labor or the  furnishing  of any material  for any  improvement,  alteration  or
repair of the Premises, nor as giving any right or

                                       11
<PAGE>

authority to contract for the rendering of any services or the furnishing of any
materials that would give rise to the filing of any mechanics' liens against the
Premises.


                               REQUIREMENTS OF LAW


           15. (A) Except with respect to violations  existing as of the date of
this lease,  Tenant,  as Tenant's  sole cost and expense,  shall comply with all
statutes, laws, ordinances,  orders,  regulations and notices of Federal, State,
County and Municipal authorities,  and with all directions,  pursuant to law, of
all public  officers,  which shall impose any duty upon  Landlord or Tenant with
respect to the Demised Premises or the use or occupation thereof, if arising out
of  Tenant's  use or manner of use  thereof,  except  that  Tenant  shall not be
required to make any  structural  alterations  in order so to comply unless such
alterations  shall be  necessitated  or occasioned,  in whole or in part, by the
acts, omissions, or negligence of Tenant or any person claiming through or under
Tenant or any of their servants,  employees,  contractors,  agents,  visitors or
licensees,  or by the specific  use or  occupancy  or specific  manner of use or
occupancy of the Demised Premises by Tenant, or any such person.

               (B) The parties acknowledge that there are certain Federal, State
and local laws,  regulations  and guidelines  now in effect and that  additional
laws,  regulations  and  guidelines  may  hereafter  be enacted,  relating to or
affecting the Premises, the Building, and the land of which the Premises and the
Building  may  be  a  part,   concerning  the  impact  on  the   environment  of
construction,  land use, the  maintenance  and operation of  structures  and the
conduct of business.  Tenant will not cause, or permit to be caused,  any act or
practice, by negligence, omission, or otherwise, that would adversely affect the
environment or do anything or permit  anything to be done that would violate any
of said laws, regulations,  or guidelines.  Any violation of this covenant shall
be an event of default under this lease.

               (C) Tenant  shall keep or cause the  Premises  to be kept free of
Hazardous  Materials  (hereinafter  defined).  Without  limiting the  foregoing,
Tenant  shall  not  cause  or  permit  the  Premises  to be  used  to  generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or  process  Hazardous  Materials,  except  in  compliance  with all  applicable
Federal, State and Local laws or regulations,  nor shall Tenant cause or permit,
as a result of any intentional or  unintentional  act or omission on the part of
Tenant or any person or entity claiming  through or under Tenant or any of their
employees,  contractors,  agents, visitors or licensees (collectively,  "Related
Parties"),  a release of Hazardous Materials onto the Premises or onto any other
property.  Tenant shall comply with and ensure compliance by all Related Parties
with all  applicable  Federal,  State  and  Local  laws,  ordinances,  rules and
regulations,  whenever  and by whomever  triggered,  and shall obtain and comply
with,  and ensure that all Related  Parties  obtain and comply with, any and all
approvals,  registrations  or  permits  required  thereunder.  With  respect  to
Hazardous Materials for which Tenant 1S responsible hereunder,  Tenant shall (i)
conduct and complete all investigations,  studies,  samplings,  and testing, and
all  remedial  removal and other  actions  necessary to clean up and remove such
Hazardous Materials,  on, from, or affecting the Premises (a) in accordance with
all applicable Federal,  State and Local laws, ordinances,  rules,  regulations,
policies,  orders and  directives,  and (b) to the  reasonable  satisfaction  of
Landlord, and (ii) defend, indemnify, and hold harmless Landlord, its employees,
agents,  officers,  and  directors,   from  and  against  any  claims,  demands,
penalties,  fines,  liabilities,

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<PAGE>

settlements,  damages,  costs, or expenses of whatever kind or nature,  known or
unknown, contingent or otherwise,  arising out of, or in any way related to, (a)
the  presence,  disposal,  release,  or  threatened  release  of such  Hazardous
Materials  which  are on,  from,  or  affecting  the  soil,  water,  vegetation,
buildings,  personal property,  persons, animals, or otherwise; (b) any personal
injury (including  wrongful death) or property damage (real or personal) arising
out of or  related  to such  Hazardous  Materials;  (c) any  lawsuit  brought or
threatened,  settlement  reached, or government order relating to such Hazardous
Materials; and/or (d) any violation of laws, orders, regulations,  requirements,
or demands  of  government  authorities,  or any  policies  or  requirements  of
Landlord which are based upon or in any way related to such Hazardous Materials,
including,   without  limitation,   reasonable  attorney  and  consultant  fees,
investigation and laboratory fees, court costs, and litigation expenses.  In the
event this lease is terminated, or Tenant is dispossessed,  Tenant shall deliver
the  Premises to Landlord  free of any and all  Hazardous  Materials so that the
conditions of the Premises shall conform with all applicable Federal,  State and
Local  laws,  ordinances,  rules or  regulations  affecting  the  Premises.  For
purposes of this paragraph,  "Hazardous Materials" includes, without limitation,
any flammable explosives,  radioactive materials, hazardous materials, hazardous
wastes,  hazardous  or toxic  substances,  or related  materials  defined in 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.  Sections 1801 et seq.), the Resource
Conservation  and Recovery Act, as amended (42 U.S.C.  Sections  9601, et seq.),
and in the regulations adopted and publications promulgated pursuant thereto, or
any  other  Federal,  State or Local  environmental  law,  ordinance,  rule,  or
regulation.

               (D)  Landlord  hereby  covenants,   warrants  and  represents  as
follows:

                    (i) to the best of its knowledge,  the Demised  Premises are
currently  in full  compliance  with all  applicable  federal,  state  and local
governmental   laws,  rules  and  regulations   relating  to  environmental  and
occupational  hygiene matters;  (ii) Landlord has not received any notice of and
has no  knowledge  of any  claim,  suit or other  action or  investigation  with
respect  to the  violation  of any  federal,  state  or local  environmental  or
occupational hygiene laws, rules or regulations due to the presence of Hazardous
Materials  in or about the Demised  Premises.  In addition,  the Landlord  shall
indemnify  and  save  Tenant  harmless  from  and  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 or  nature in  connection  with any  remedial  action
required of Tenant for the  existence  of toxic or  Hazardous  Materials  at the
premises which are not covered by Tenant's  Indemnification  as provided  above,
including, without limitation,  claims caused by actions or omissions of persons
other  than  Tenant  prior to the  commencement  of the Term of this lease or by
Landlord or other tenants  during the Term of this lease.  This  indemnification
shall include, but not be limited to, reasonable legal fees and other charges to
which Tenant may be put,  including  cleanup  costs,  in  defending  against any
proceeding in connection with the foregoing.

               (E) If a written notice or order shall be received by Landlord or
Tenant relating to  requirements  to conform to the Americans with  Disabilities
Act ("A.D.A.") from any governmental body or agency having jurisdiction thereof:
(i)  Tenant,  at its own  expense,  shall be  obligated  to comply  and cure any
violation thereof caused or occasioned by work in the Demised Premises completed
by or on behalf of Tenant (with the  exception of work  completed by

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<PAGE>

Landlord or the Contractor as part of Tenant's Initial  Construction);  and (ii)
Landlord shall be obligated to comply and cure any violation  within the Demised
Premises  caused or  occasioned  by work in the Demised  Premises  completed  by
Landlord  or the  Contractor  and within  portions  of the  Building  beyond the
Demised  Premises.  In any such  instance,  the affected party need not commence
compliance until a court of final jurisdiction (or a court whose decision is not
appealed) shall determine that such compliance is mandatory;  provided  however,
that the expense of any such  contest  shall be borne by the party to be charged
as above  provided and further  provided  that such  contest  shall not cause or
result  in the party not so  contesting  (or its  employees  and  agents)  being
subject to fines or other criminal penalties.

               (F)  Tenant  will  have the  right  to  contest,  by  appropriate
proceedings  diligently  conducted  in good faith in the name of Tenant or, with
the prior consent of the Landlord  (which will not be  unreasonably  withheld or
delayed), in the name of Landlord, or both, without cost or expense to Landlord,
the validity or application of any law,  ordinance,  order, rule,  regulation or
legal requirement of any nature. If compliance with any law,  ordinance,  order,
rule, regulation,  or requirement may legally be delayed pending the prosecution
of any proceeding  without incurring any lien,  charge, or liability of any kind
against  the  Premises,  or  Tenant's  interest  in the  Premises,  and  without
subjecting Tenant or Landlord to any liability,  civil or criminal,  for failure
to comply,  Tenant may delay  compliance  until the final  determination  of the
proceeding.  Landlord will not be required to join any  proceedings  pursuant to
this Paragraph  unless the provision of any applicable  law, rule, or regulation
at the time in effect requires that the proceedings be brought by or in the name
of Landlord,  or both.  In that event,  Landlord  will join the  proceedings  or
permit  them to be  brought  in its name if Tenant  pays all  related  expenses,
including, without limitation, Landlord's reasonable attorney's fees.


                                   END OF TERM


           16. (A) Upon the expiration or other  termination of the Term of this
lease,  Tenant  shall,  at its own expense,  quit and  surrender to Landlord the
Demised Premises, broom clean, in good order and condition,  ordinary wear, tear
and damage by fire or other insured casualty  excepted,  and Tenant shall remove
all of its  property  and shall pay the cost to repair all damage to the Demised
Premises or the Building  occasioned by such  removal.  Any property not removed
from the  Premises  shall be deemed  abandoned  by Tenant and may be retained by
Landlord,  as its property,  or disposed of in any manner deemed  appropriate by
the Landlord.  Any expense incurred by Landlord in removing or disposing of such
property shall be reimbursed to Landlord by Tenant on demand.  Tenant  expressly
waives,  for itself and for any person  claiming  through or under  Tenant,  any
rights which Tenant or any such person may have under the  provisions of Section
2201 of the New York Civil  Practice Law and Rules and of any  successor  law of
like import then in force, in connection with any holdover or summary proceeding
which  Landlord  may  institute  to enforce  the  foregoing  provisions  of this
Article.  Tenant's  obligation to observe or perform this covenant shall survive
the expiration or other  termination of the Term of this lease.  If the last day
of the Term of this  lease or any  renewal  hereof  falls on  Sunday  or a legal
holiday,  this lease shall  expire on the business  day  immediately  preceding.
Tenant's  obligations under this Article 16 shall survive the Expiration Date or
sooner termination of this lease.

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<PAGE>

               (B)  In the  event  of any  holding  over  by  Tenant  after  the
expiration or termination of this Lease without the consent of Landlord,  Tenant
shall:

                    (i) pay as  holdover  rental for each month of the  holdover
tenancy an amount  equal to the greater of (a) the fair market  rental  value of
the Premises for such month (as  reasonably  determined  by Landlord) or (b) one
hundred  fifty (150%)  percent of the Rent payable by Tenant for the third month
prior to the  Expiration  Date of the term of this lease for the first three (3)
months of said  holdover and two hundred  (200%)  percent of the Rent payable by
Tenant  for such  third  month  prior to the  Expiration  Date  thereafter,  and
otherwise observe,  fulfill and perform all of its obligations under this lease,
including but not limited to, those pertaining to additional rent, in accordance
with its terms; and

                   (ii) be liable to Landlord for any payment or rent concession
which  Landlord  may be  required  to make to any tenant in order to induce such
tenant not to  terminate  an executed  lease  covering all or any portion of the
Premises by reason of the  holdover  over by Tenant less an amount  equal to the
holdover  rent paid by Tenant  pursuant to Paragraph (B) (i) above minus 100% of
the monthly Rent  payable by Tenant for the third month prior to the  Expiration
Date of the term of this lease.

               No holding over by Tenant after the Term shall  operate to extend
the Term.

               The holdover, with respect to all or any part of the Premises, of
a person deriving an interest in the Premises from or through Tenant, including,
but not  limited to, an  assignee  or  subtenant,  shall be deemed a holdover by
Tenant.

               Notwithstanding   anything  in  this  Article  contained  to  the
contrary,  the acceptance of any Rent paid by Tenant  pursuant to this Paragraph
16(B), shall not preclude Landlord from commencing and prosecuting a holdover or
eviction action or proceeding or any action or proceeding in the nature thereof.
The preceding sentence shall be deemed to be an "agreement  expressly  providing
otherwise"  within the meaning of Section  232-c of the Real Property Law of the
State of New York and any successor law of like import.

               (C) If at any time during the last month of the Term Tenant shall
have removed all or  substantially  all of Tenant's  property from the Premises,
Landlord  may, and Tenant  hereby  irrevocably  grants to Landlord a license to,
immediately  enter and alter,  renovate and  redecorate  the  Premises,  without
elimination,  diminution or abatement of Rent, or incurring  liability to Tenant
for any compensation, and such acts shall have no effect upon this lease.


                                 QUIET ENJOYMENT


           17. Landlord 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 Demised  Premises  during the Term of this
lease  without  hindrance  or  molestation  by  anyone  claiming  by or  through
Landlord, subject,  nevertheless, to the terms, covenants and conditions of this
lease including, but not limited to, Article 22.

                                       15
<PAGE>

                                      SIGNS


           18.  No  signs or  lettering  of any  nature  may be put on or in any
window or on the  exterior  of the  Building  or  elsewhere  within the  Demised
Premises  such as will be visible  from the street.  No sign or lettering in the
public  corridors or on the doors is permitted except  Landlord's  standard name
plaque.  Notwithstanding  the foregoing,  to the extent  permitted by applicable
laws and regulations, Landlord, at Landlord's sole expense, shall provide Tenant
with two (2) monument  signs on the side of the Building  which faces Route 110.
Tenant's  right to such monument  signage shall not be exclusive.  To the extent
permitted by applicable  laws and  regulations,  such monument  signs shall each
have an area equal to fifty (50%) percent larger than the Ernst & Young monument
sign currently located at 395 North Service Road, Melville,  New York, and shall
be located at the north and south  entrances  to the Real  Property  along Route
110. If the number of such  monuments  signs is limited by  applicable  laws and
regulations,  Tenant  shall be  entitled  to the  first two (2)  monument  signs
excluding any Building  monument sign used by Landlord.  In connection  with the
monument  signs to be provided to Tenant,  in the event it becomes  necessary to
obtain a variance in order to maintain either or both monument signs outside the
Building,  Tenant  shall be  responsible  for and  shall  pay for such  variance
application(s)  and proceeding(s) but Landlord agrees to cooperate with Tenant's
variance  application(s)  provided  Tenant  shall  afford  Landlord a reasonable
period  to  review  and  approve  Tenant's  variance  application(s)  and  other
submittals  relating thereto (which approval shall not be unreasonably  withheld
or delayed).


                              RULES AND REGULATIONS


           19. Tenant and Tenant's agents,  employees,  visitors,  and licensees
shall faithfully observe and comply with, and shall not permit violation of, the
Rules and  Regulations  set forth on  Schedule  C annexed  hereto  and made part
hereof,  and with such further  reasonable  Rules and Regulations as Landlord at
any time may make and  communicate  in writing to Tenant  which,  in  Landlord's
judgment, shall be necessary for the reputation,  safety, care and appearance of
the Building  and the land  allocated  to it or the  preservation  of good order
therein,  or the operation or  maintenance  of the Building,  and such land, its
equipment,  or the more useful occupancy or the comfort of the tenants or others
in the Building. Landlord shall not be liable to Tenant for the violation of any
of said Rules and  Regulations,  or the breach of any covenant or condition,  in
any lease by any other tenant in the  Building.  Landlord  agrees to apply Rules
and Regulations in a manner which does not discriminate against Tenant.


                            RIGHT TO SUBLET OR ASSIGN


           20. (A)  Tenant  covenants  that it shall not  assign  this lease nor
sublet  the  Demised  Premises  or  any  part  thereof  by  operation  of law or
otherwise, including, without limitation, an assignment or subletting as defined
in (C) below,  without the prior  written  consent of Landlord in each  instance
which  consent  shall not be  unreasonably  withheld or  delayed,  except on the
conditions  hereinafter stated.  Tenant may assign this lease or sublet all or a
portion of the Demised  Premises with  Landlord's  written consent which consent
shall not be unreasonably withheld or delayed, provided:

                                       16
<PAGE>

                    (i) That such  assignment  or sublease is for a use which is
in compliance with the then existing  zoning  regulations and the Certificate of
Occupancy;

                   (ii) That,  at the  time of such  assignment  or  subletting,
there is no default  under the terms of this lease on the  Tenant's  part beyond
any applicable notice and cure periods provided herein for the cure thereof;

                  (iii) That, in the event of an assignment,  the assignee shall
assume in writing the  performance  of all of the terms and  obligations  of the
within lease;

                   (iv) That a duplicate original of said assignment or sublease
shall be delivered by certified  mail to the Landlord at the address  herein set
forth  within  ten (10) days from the said  assignment  or  sublease  and within
ninety (90) days of the date that Tenant first advises  Landlord of the name and
address  of  the  proposed  subtenant  or  assignee,  as  required  pursuant  to
subparagraph (B) hereof;

                    (v) Such  assignment  or  subletting  shall  not,   however,
release the within  Tenant or any successor  tenant or any guarantor  from their
liability  for  the  full  and  faithful  performance  of all of the  terms  and
conditions of this lease;

                   (vi) If this lease be assigned, or if the Demised Premises or
any part thereof be underlet or occupied by anybody other than Tenant,  Landlord
may after  default by Tenant  collect rent from the  assignee,  undertenant,  or
occupant, and apply the net amount collected to the rent herein reserved.

               (B) Notwithstanding  anything contained in this Article 20 to the
contrary,  no  assignment or  underletting  shall be made by Tenant in any event
until,  with  respect to an  assignment,  Tenant has offered to  terminate  this
entire lease and,  with  respect to a sublease,  Tenant has offered to terminate
this lease with  respect to the  portion of the  Demised  Premises  which is the
subject  of the  proposed  sublease,  as of the last day of any  calendar  month
during the Term hereof and to vacate and surrender the Demised Premises,  or the
portion of the Demised  Premises which is the subject of the proposed  sublease,
as the case may be, to Landlord on the date fixed in the notice served by Tenant
upon Landlord (which date shall be prior to the date of such proposed assignment
or the commencement date of such proposed lease). Simultaneously with said offer
to terminate  this lease in whole or in part,  as the case may be,  Tenant shall
advise  the  Landlord,  in  writing,  of the name and  address  of the  proposed
assignee  or  subtenant,   a  reasonably  detailed  statement  of  the  proposed
subtenant/assignee's business, reasonably detailed financial references, and all
the terms,  covenants,  and  conditions of the proposed  sublease or assignment.
Within  thirty (30) days after  Landlord  shall have  received  from Tenant such
offer to terminate  and the  information  on the proposed  assignee or subtenant
required in the preceding sentence, Landlord shall advise Tenant of its election
as to whether it shall recapture the applicable space.

               (C) Except as otherwise  permitted in  Paragraph  (D) below,  for
purposes of this  Article  20, (i) the  transfer of a majority of the issued and
outstanding capital stock of any corporate tenant, or of a corporate  subtenant,
or the  transfer of a majority of the  beneficial  interest in any  noncorporate
tenant or subtenant, however accomplished, whether in a single

                                       17
<PAGE>

transaction or in a series of related or unrelated transactions, shall be deemed
an assignment of this lease,  or of such sublease,  as the case may be; (ii) any
person or legal  representative  of Tenant, to whom Tenant's interest under this
lease passes by operation of law or otherwise,  shall be bound by the provisions
of this Article 20; and (iii) a modification or amendment of a sublease shall be
deemed a sublease.  Notwithstanding the foregoing, the conversion of Tenant from
a not-for-profit  corporation to a for-profit  corporation,  and the issuance of
shares in connection  therewith to substantially the same persons that currently
hold membership  interests in Tenant, shall not be deemed to be an assignment of
this lease which requires Landlord's consent.

               (D) Tenant  may,  without the  consent of  Landlord,  assign this
lease to an affiliate  (i.e., a corporation or other entity 20% or more of whose
capital  stock or  beneficial  interest  is owned  by the same  stockholders  or
beneficial  owners  owning 20% or more of Tenant's  capital  stock or beneficial
interest),  parent or  subsidiary  corporation  or entity of Tenant or  (whether
through a private or public  offering)  to a  corporation  or entity to which it
sells or assigns all or  substantially  all of its assets or stock or beneficial
interest  or  with  which  it may  be  consolidated  or  merged,  provided  such
purchasing, consolidated, merged, affiliated or subsidiary corporation or entity
shall  have  assets  and  good  will  having  a fair  market  value  of at least
$10,000,000 over such corporation or entity's liabilities and shall, in writing,
assume and agree to perform all of the  obligations  of Tenant  under this lease
and it shall deliver such  assumption with a copy of such assignment to Landlord
within ten (10) days  thereafter,  and provided further than Tenant shall not be
released or  discharged  from any  liability  under this lease by reason of such
assignment.  The right of  recapture  set forth in  Paragraph  B above shall not
apply to any  assignments  which are permitted  under this  paragraph to be made
without Landlord's consent.

               (E)  Whenever  Tenant shall claim under this Article or any other
part of this  lease that  Landlord  has  unreasonably  withheld  or delayed  its
consent to some  request of Tenant,  Tenant  shall have no claim for  damages by
reason of such alleged  withholding  or delay,  and Tenant's sole remedy thereof
shall be a right to obtain  specific  performance  or injunction but in no event
with recovery of damages.

               (F) Tenant shall not mortgage, hypothecate,  pledge, or otherwise
encumber its interest in this lease,  without  Landlord's  prior written consent
which shall not be unreasonably withheld or delayed.


                         LANDLORD' S ACCESS TO PREMISES


           21. (A) Landlord or  Landlord's  agents shall have the right to enter
and/or pass through the Demised  Premises at all reasonable  times on reasonable
notice, except in an emergency,  to examine the same, and to show them to ground
lessors, prospective purchasers or lessees or mortgagees of the Building, and to
make such repairs,  improvements  or additions as Landlord may deem necessary or
desirable,  and  Landlord  shall be allowed to take all  material  into and upon
and/or  through  said  Demised  Premises  that may be  required  therefor.  When
entering the Demised  Premises  pursuant to this Article 21,  Landlord  will use
reasonable efforts to minimize  disruption of Tenant's business  operations (but
such  obligation  shall not  require  Landlord  to use  overtime  or after  hour
services  unless  Tenant  shall  pay  Landlord  the  additional

                                       18
<PAGE>

cost for such  services).  During the twelve (12) months prior to the expiration
of the Term of this lease, or any renewal term, Landlord may exhibit the Demised
Premises  to  prospective  tenants or  purchasers  at all  reasonable  hours and
without unreasonably  interfering with Tenant's business. If Tenant shall not be
personally  present to open and permit an entry into said  premises  at any time
after the notice required hereunder,  when for any reason an entry therein shall
be necessary or permissible, Landlord or Landlord's agents may enter the same by
a master key, or forcibly in an emergency situation,  without rendering Landlord
or such agent  liable  therefor  (if during such entry  Landlord  or  Landlord's
agents shall accord reasonable care to Tenant's property).

               (B) Landlord  shall also have the right,  at any time,  to change
the arrangement and/or location of entrances or passageways, doors and doorways,
and  corridors,  elevators,  stairs,  toilets,  or  other  public  parts  of the
Building,  provided,  however,  that  Landlord  shall  make  no  change  in  the
arrangement and/or location of entrances or passageways or other public parts of
the Building which will adversely affect in any material manner Tenant's use and
enjoyment of the Demised  Premises.  Landlord shall also have the right,  at any
time, to install signs and/or lettering on any or all entrances to the Building,
and to change the number or designation by which the Building is commonly known.

               (C)  Neither  this lease nor any use by Tenant  shall give Tenant
any right or easement to the use of any door or passage or concourse  connecting
with any other building or to any public conveniences, and the use of such doors
and passages and  concourse  and of such  conveniences  may be regulated  and/or
discontinued  at any time and from time to time by  Landlord  without  notice to
Tenant.

               (D) The exercise by Landlord or its agents of any right  reserved
to Landlord  in this  Article  shall not  constitute  an actual or  constructive
eviction,  in whole or in part, or entitle Tenant to any abatement or diminution
of rent,  or relieve  Tenant from any of its  obligations  under this lease,  or
impose any liability upon Landlord,  or its agents, or upon any lessor under any
ground or underlying  lease, by reason of  inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise.


                                  SUBORDINATION


           22. (A) Subject to the provisions of this Section 22 set forth below,
this lease and all rights of Tenant  hereunder  are,  and shall be,  subject and
subordinate in all respects to all ground leases and/or underlying leases and to
all mortgages and building loan agreements  which may now or hereafter be placed
on or affect such leases and/or the Real Property of which the Demised  Premises
form a part,  or any part or  parts of such  Real  Property,  and/or  Landlord's
interest or estate therein, and to each advance made and/or hereafter to be made
under any such mortgages,  and to all renewals,  modifications,  consolidations,
replacements and extensions thereof and all substitutions therefor. This Section
A shall be self-operative  and no further  instrument of subordination  shall be
required.  In  confirmation  of such  subordination,  Tenant  shall  execute and
deliver  promptly any certificate  that Landlord and/or any mortgagee and/or the
lessor under any ground or underlying lease and/or their  respective  successors
in interest may request.

                                       19
<PAGE>

               (B) Without limitation of any of the provisions of this lease, in
the event that any  mortgagee  or its assigns  shall  succeed to the interest of
Landlord or of any  successor-Landlord  and/or shall have become  lessee under a
new ground or  underlying  lease,  then, at the option of such  mortgagee,  this
lease shall nevertheless  continue in full force and effect and Tenant shall and
does hereby  agree to attorn to such  mortgagee  or its assigns and to recognize
such mortgagee or its respective assigns as its Landlord.

               (C) Either party shall,  at any time and from time to time,  upon
not  less  than  ten  (10)  days  prior  notice  by the  other  party,  execute,
acknowledge  and  deliver  to  the  requesting  party  a  statement  in  writing
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  modification)  and the  dates  to which  the  Rent,
additional rent and other charges have been paid in advance, if any, and stating
whether  or not to the best  knowledge  of the signer of such  certificate,  the
other  party is in default in  performance  of any  covenant,  agreement,  term,
provision or condition  contained in this lease, and if so, specifying each such
default  of  which  the  signer  may  have  knowledge.  In the  case of any such
statement  requested  of  Tenant by  Landlord,  Tenant  acknowledges  that it is
intended that any such statement delivered pursuant hereto may be relied upon by
any  prospective  purchaser or lessee of the Building or the land on which it is
situated  or any  interest  or estate  therein,  any  mortgagee  or  prospective
mortgagee thereof, or any prospective  assignee of any mortgage thereof.  If, in
connection  with obtaining  financing for the Building and the land allocated to
it, a banking,  insurance or other recognized institutional lender shall request
reasonable modifications in this lease as a condition to such financing,  Tenant
will not unreasonably  withhold,  delay or defer its consent  thereof,  provided
that such  modifications  do not increase the obligations of Tenant hereunder or
materially  adversely  affect the  leasehold  interest  hereby  created.  If, in
connection  with such  financing,  such  institutional  lender shall  reasonably
require  financial  audited  information  on the Tenant,  Tenant shall  promptly
comply with such request.

               (D) The  Tenant  covenants  and  agrees  that if by  reason  of a
default under any underlying  lease (including an underlying lease through which
the Landlord  derives its leasehold  estate in the  premises),  such  underlying
lease and the leasehold estate of the Landlord in the premises demised hereby is
terminated,  providing  notice  has  been  given  to the  Tenant  and  leasehold
mortgagee,  the  Tenant  will  attorn  to the then  holder  of the  reversionary
interest in the premises demised by this lease or to anyone who shall succeed to
the interest of the Landlord or to the lessee of a new underlying  lease entered
into pursuant to the  provisions of such  underlying  lease,  and will recognize
such  holder  and/or  such lessee as the  Tenant's  landlord of this lease.  The
Tenant  agrees to execute and deliver,  at any time and from time to time,  upon
the request of the  Landlord or of the lessor under any such  underlying  lease,
any  instrument   which  may  be  necessary  or  appropriate  to  evidence  such
attornment.  The Tenant  further  waives the provision of any statute or rule of
law now or  hereafter in effect which may give or purport to give the Tenant any
right of election to  terminate  this lease or to  surrender  possession  of the
premises  hereby in the event any  proceeding is brought by the lessor under any
underlying  lease to  terminate  the same,  and agrees that unless and until any
such lessor,  in connection with any such  proceeding,  shall elect to terminate
this  lease and the  rights of the Tenant  hereunder,  this  lease  shall not be
affected in any way whatsoever by any such proceeding.

                                       20
<PAGE>

               (E) Landlord  represents that there are currently no mortgages or
ground or underlying  leases (herein referred to as "ground  leases")  affecting
the Building or the Real Property  appurtenant  thereto.  With respect to future
mortgages and ground leases,  Landlord shall deliver to Tenant a  subordination,
attornment and nondisturbance agreement  ("Nondisturbance  Agreement") from such
future  mortgage  lender or ground lessor which shall be in recordable  form and
shall  provide,  inter alia,  that the leasehold  estate granted to Tenant under
this lease will not be terminated or disturbed by reason of the  foreclosure  of
any such mortgage or by reason of the  termination of any such ground lease,  so
long as Tenant shall not be in default  under this lease  beyond any  applicable
notice or cure  period,  and shall pay all sums due  under  this  lease  without
offsets (unless  specifically  permitted under this lease) or defenses  thereto,
and shall  fully  perform  and  comply  with all of the  terms,  covenants,  and
conditions of this lease on the part of Tenant to be performed  and/or  complied
with, and in the event a mortgagee or ground lessor or its respective successors
or assigns  shall  enter into and  lawfully  become  possessed  of the  Premises
covered by this lease and shall  succeed  to the rights of  Landlord  hereunder,
Tenant will attorn to the  successor as its landlord  under this lease and, upon
the  request of such  successor  landlord,  Tenant  will  execute and deliver an
attornment  agreement in favor of the successor  landlord.  Such  Nondisturbance
Agreement  shall also provide  that, in the event Tenant shall not be in default
under this lease  beyond any  applicable  notice and cure  period,  neither  the
holder of any such mortgage nor any ground lessor shall name or join Tenant as a
party-defendant  or otherwise in any suit,  action or proceeding to enforce such
mortgagee's  rights under such  mortgage or to terminate  any such ground lease,
nor will this lease nor the term hereof be  terminated  (except as  permitted by
the  provisions of this lease),  nor will the rights and  obligations  of Tenant
under  this  lease be  adversely  affected  by any  enforcement  action  against
Landlord  under such mortgage or ground lease by the holder of any such mortgage
or the lessor  under any such ground  lease.  In  addition,  the  Nondisturbance
Agreement which the holder of any future mortgage or ground lessor shall deliver
to Tenant shall provide that condemnation  awards and insurance proceeds covered
by this lease  shall be applied in the manner  provided  in this  lease.  Tenant
hereby  acknowledges  that such  Nondisturbance  Agreements  may  contain  other
reasonable  provisions  in  favor  of the  lender  or  ground  lessor  or  their
respective designee including,  without  limitation,  reasonable  limitations on
such lender's or ground lessor's or designee's  liability after such party shall
become a successor  landlord  under this lease for the prior acts or defaults of
Landlord  under this lease,  and reasonable  limitations on Tenant's  ability to
terminate  this lease prior to giving such lender or ground lessor or designee a
reasonable  opportunity  to cure the  default  giving  rise to such  termination
right.  In the event such mortgagee or ground lessor shall be unwilling to enter
into a Nondisturbance  Agreement  substantially in the form required  hereunder,
this lease shall remain in full force and effect and the  obligations  of Tenant
shall not in any  manner be  affected  except  that,  anything  to the  contrary
contained  in this lease  notwithstanding,  this lease  shall not be subject and
subordinate to such mortgage or ground lease.


                       PROPERTY LOSS, DAMAGE REIMBURSEMENT


           23. (A) Landlord or its agents shall not be liable for any damages to
property of Tenant or of others entrusted to employees of the Building,  nor for
the loss of or damage to any  property  of  Tenant by theft.  Unless  due to the
negligence  of Landlord,  its agents,  servants or employees  and not covered by
Tenant's insurance, Landlord or its agents shall not be liable for

                                       21
<PAGE>

any injury or damage to  persons or  property  resulting  from fire,  explosion,
falling plaster, steam, gas, electricity, electrical disturbance, water, rain or
snow or leaks from any part of the  Building  or from the pipes,  appliances  or
plumbing works or from the roof, street or subsurface or from any other place or
by dampness or by any other cause of whatsoever  nature;  nor shall  Landlord or
its agents be liable for any such damage  caused by other  tenants or persons in
the Building or caused by operations in construction  of any private,  public or
quasi-public  work;  nor shall  Landlord be liable for any latent  defect in the
Demised  Premises or in the Building.  If at any time any windows of the Demised
Premises are  temporarily  closed or darkened  incident to or for the purpose of
repairs,  replacements,  maintenance  and/or  cleaning  in,  on, to or about the
Building  or any part or parts  thereof,  Landlord  shall not be liable  for any
damage  Tenant may  sustain  thereby  and Tenant  shall not be  entitled  to any
compensation  therefor nor  abatement of rent nor shall the same release  Tenant
from  its  obligations  hereunder  nor  constitute  an  eviction.  Tenant  shall
reimburse  and  compensate  Landlord  as  additional  rent for all  expenditures
(including, without limitation,  reasonable attorneys' fees) made by, or damages
or  fines  sustained  or  incurred  by,  Landlord  due  to   non-performance  or
non-compliance  with or breach or  failure  to  observe  any term,  covenant  or
condition of this lease upon  Tenant's part to be kept,  observed,  performed or
complied with. Tenant shall give immediate notice to Landlord in case of fire or
accidents in the Demised Premises or in the Building or of defects therein or in
any fixtures or equipment.


                               TENANT'S INDEMNITY


               (B)  To the  extent  Landlord  is  not  reimbursed  for  same  by
insurance,  Tenant shall indemnify and save harmless  Landlord  against and from
any and all  claims  by or on behalf of any  person or  persons,  firm or firms,
corporation  or  corporations  arising from the conduct or management of or from
any work or breach of lease,  negligence  or willful  misconduct  (other than by
Landlord or its  contractors or the agents or employees of either) in and on the
Demised  Premises  during any other period of occupancy by Tenant  including the
Term of this lease and during the period of time, if any, prior to the specified
commencement date that Tenant may have been given access to the Demised Premises
for the purpose of making  installations,  and will further  indemnify  and save
harmless Landlord against and from any and all claims arising from any condition
of the Demised Premises or Tenant's occupancy thereof due to or arising from any
act or  omissions  or  negligence  of Tenant or any of its agents,  contractors,
servants,  employees,  licensees  or  invitees  and  against and from all costs,
expenses,  and liabilities  incurred in connection with any such claim or claims
or action or proceeding brought thereon; and in case any action or proceeding be
brought against Landlord by reason of any such claim,  Tenant,  upon notice from
Landlord,  agrees that Tenant, at Tenant's  expense,  will resist or defend such
action or proceeding and will employ counsel therefor reasonably satisfactory to
Landlord.


                      DESTRUCTION - FIRE OR OTHER CASUALTY


           24. (A) If the Premises or any part thereof  shall be damaged by fire
or other casualty  Tenant shall give notice thereof to Landlord,  Landlord shall
proceed with reasonable diligence to repair or cause to be repaired such damage.
The Rent  shall be  abated  to the  extent  that the  Premises  shall  have been
rendered  untenantable,  such  abatement  to be from the date of such  damage or
destruction to the date the Premises shall be substantially repaired or rebuilt,
in

                                       22
<PAGE>

proportion  which the area of the part of the Premises so rendered  untenantable
bears to the total area of the Premises.

               (B) If a fire or other  casualty  shall  render  at least  twenty
(20%) percent of the Premises  totally damaged or wholly  untenantable  and such
damage shall  substantially  interfere with the conduct of Tenant's  business in
the  Premises,  or if such fire or casualty  damage  shall  render the  Premises
materially inaccessible,  and Landlord has not terminated this lease pursuant to
Subsection (C) and Landlord has not completed the making of the required repairs
and restored  and rebuilt the  Premises  and/or  access  thereto  within six (6)
months from the date of such damage or  destruction,  and such  additional  time
after such date (but in no event to exceed  three (3) months) as shall equal the
aggregate  period  Landlord  may have been  delayed  in doing so by  unavoidable
delays,  Tenant may serve notice on Landlord of its intention to terminate  this
lease,  and,  if within  thirty  (30) days  thereafter  Landlord  shall not have
completed  the making of the  required  repairs  and  restored  and  rebuilt the
Premises,  this lease shall  terminate on the expiration of such thirty (30) day
period as if such  termination  date were the Expiration  Date, and the Rent and
additional  rent shall be apportioned as of such date and any prepaid portion of
Rent and  additional  rent for any period  after such date shall be  refunded by
Landlord to Tenant.  Notwithstanding the foregoing,  in the event Landlord shall
provide Tenant with reasonably  suitable  substitute  space,  within a seven (7)
mile  radius of the  Building,  at a rental  rate and  additional  rent rate not
higher than that payable by Tenant prior to the fire or other casualty, then the
six (6) month and three (3) month periods set forth in this  Paragraph (B) above
shall be extended to nine (9) months and six (6) months, respectively.

               (C) If a fire or other casualty shall so damage the Building that
substantial  alteration or  reconstruction  of the Building shall, in Landlord's
opinion,  be required  (whether or not the  Premises  shall have been damaged by
such fire or other  casualty),  then in any of such events  Landlord may, at its
option,  terminate this lease and the Term and estate hereby granted,  by giving
Tenant thirty (30) days notice of such termination within ninety (90) days after
the date of such damage  provided  Landlord also  terminates  leases covering at
least  ninety (90%)  percent of the usable area of the  Building  other than the
Premises and such other leases being terminated by Landlord cover at least forty
(40%) percent of the usable area of the entire Building.  In the event that such
notice of termination  shall be given, this lease and the Term and estate hereby
granted,  shall  terminate as of the date provided in such notice of termination
(whether or not the Term shall have  commenced)  with the same effect as if that
were the Expiration  Date, and the Rent and additional rent shall be apportioned
as of such  date or  sooner  termination  and any  prepaid  portion  of Rent and
additional  rent for any period after such date shall be refunded by Landlord to
Tenant.

               (D)  Landlord  shall  not be  liable  for  any  inconvenience  or
annoyance  to Tenant or injury to the  business of Tenant  resulting  in any way
from such damage by fire or other casualty or the repair thereof.  Landlord will
not carry insurance of any kind on Tenant's property,  and Landlord shall not be
obligated to repair any damage thereto or replace the same.

               (E) This lease shall be considered an express agreement governing
any case of damage to or destruction of the Building or any part thereof by fire
or other casualty,  and Section 227 of the Real Property Law of the State of New
York providing for such a contingency in the

                                       23
<PAGE>

absence  of such  express  agreement,  and any other law of like  import  now or
hereafter enacted, shall have no application in such case.


                                    INSURANCE


           25. (A) Tenant shall not do anything, or suffer or permit anything to
be done, in or about the Premises  which shall (i)  invalidate or be in conflict
with the  provisions  of any  fire or  other  insurance  policies  covering  the
Building or any property  located  therein,  or (ii) result in a refusal by fire
insurance companies of good standing to insure the Building or any such property
in amounts reasonably satisfactory to Landlord, or (iii) subject Landlord to any
liability  or  responsibility  for injury to any person or property by reason of
any activity  being  conducted in the Premises or (iv) cause any increase in the
fire insurance  rates  applicable to the Building or equipment or other property
located therein at the beginning of the Term or at any time thereafter.  Tenant,
at  Tenant's  expense,  shall  comply  with all rules,  orders,  regulations  or
requirements  of the New York Board of Fire  Underwriters  and the New York Fire
Insurance  Rating  Organization  or any  similar  body except to the extent such
compliance  results from a condition which existed on the day preceding the Term
Commencement Date and which was not created or caused by Tenant.  Landlord shall
obtain  and  maintain  throughout  the  Term of this  lease  fire  and  casualty
insurance  covering  the  Building  for at least  eighty  (80%)  percent  of the
insurable value of the Building.

               (B) If, by reason of any act or  omission  on the part of Tenant,
the rate of fire insurance  with extended  coverage on the Building or equipment
or other  property of Landlord or any other  tenant or occupant of the  Building
shall be higher than it otherwise would be, Tenant shall reimburse  Landlord and
all such other tenants or occupants, on demand, for the part of the premiums for
fire insurance and extended  coverage paid by Landlord and such other tenants or
occupants because of such act or omission on the part of Tenant.

               (C) In the event that any dispute  should arise between  Landlord
and Tenant concerning  insurance rates, a schedule or make up of insurance rates
for the  Building or the  Premises,  as the case may be,  issued by the New York
Fire Insurance  Rating  Organization or other similar body making rates for fire
insurance and extended coverage for the Premises concerned,  shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rates with extended coverage then applicable to such Premises.

               (D) Tenant shall obtain and keep in full force and effect  during
the Term,  at its own cost and expense,  (i) Public  Liability  Insurance,  such
insurance  to afford  protection  in an amount  of not less than  Three  Million
($3,000,000) Dollars for injury or death arising out of any one occurrence,  and
Five Hundred  Thousand  ($500,000)  Dollars for damage to  property,  protecting
Landlord and Tenant as insureds  against any and all claims for personal injury,
death or  property  damage  and (ii) Fire and  Extended  Coverage  Insurance  on
Tenant's  property,  insuring  against  damage by fire, and such other risks and
hazards as are  insurable  under present and future  standard  forms of fire and
extended  coverage  insurance  policies,  to  Tenant's  property  for  the  full
insurable value thereof, protecting Landlord and Tenant as insureds.

                                       24
<PAGE>

               (E)  Said  insurance  is to be  written  in  form  and  substance
reasonably  satisfactory to Landlord by a good and solvent  insurance company of
recognized  standing,  admitted to do  business in the State of New York,  which
shall be reasonably satisfactory to Landlord. Tenant shall procure, maintain and
place such insurance and pay all premiums and charges  therefor and upon failure
to do so Landlord  may, but shall not be  obligated  to,  procure,  maintain and
place such insurance or make such payments,  and in such event the Tenant agrees
to pay the amount  thereof,  plus interest at the maximum rate permitted by law,
to  Landlord  on demand and said sum shall be in each  instance  collectible  as
additional  rent on the first day of the month  following the date of payment by
Landlord.  Tenant  shall cause to be included in all such  insurance  policies a
provision to the effect that the same will be non-cancelable  except upon twenty
(20) days written notice to Landlord. On the Term Commencement Date the original
insurance policies or appropriate certificates shall be deposited with Landlord.
Any renewals,  replacements or endorsements thereto shall also be deposited with
Landlord to the end that said insurance shall be in full force and effect during
the Term.

               (F) Each party  agrees to use its best efforts to include in each
of its  insurance  policies  (insuring  the  Building  and  Landlord's  property
therein, in the case of Landlord, and insuring Tenant's property, in the case of
Tenant,  against loss, damage or destruction by fire or other casualty) a waiver
of the insurer's right of subrogation against the other party, or if such waiver
should be  unobtainable  or  unenforceable  (i) an express  agreement  that such
policy shall not be  invalidated  if the insured waives or has waived before the
casualty,  the right of recovery  against any party  responsible  for a casualty
covered by the policy,  or (ii) any other form of permission  for the release of
the other  party,  or (iii) the  inclusion  of the other party as an  additional
insured,  but not a party to whom any loss  shall be  payable.  If such  waiver,
agreement or permission shall not be, or shall cease to be,  obtainable  without
additional  charge or at all, the insured  party shall so notify the other party
promptly after learning thereof. In such case, if the other party shall agree in
writing to pay the insurer's additional charge therefor, such waiver,  agreement
or permission shall be included in the policy, or the other party shall be named
as an additional  insured in the policy,  but not a party to whom any loss shall
be payable. Each such policy which shall so name a party hereto as an additional
insured shall contain, if obtainable,  agreements by the insurer that the policy
will not be  cancelled  without at least  twenty (20) days prior  notice to both
insureds  and that the act or omission of one insured  will not  invalidate  the
policy as to the other insured.

               (G) As long as Landlord's  fire insurance  policies then in force
include  the  waiver of  subrogation  or  agreement  or  permission  to  release
liability  referred  to in  Subsection  (F) or name the Tenant as an  additional
insured, Landlord hereby waives (i) any obligation on the part of Tenant to make
repairs to the Premises  necessitated  or occasioned  by fire or other  casualty
that is an  insured  risk under such  policies,  and (ii) any right of  recovery
against Tenant, any other permitted  occupant of the Premises,  and any of their
servants,  employees, agents or contractors,  for any loss occasioned by fire or
other casualty that is an insured risk under such policies. In the event that at
any time  Landlord's  fire insurance  carriers shall not include such or similar
provisions in Landlord's fire insurance  policies,  the waivers set forth in the
foregoing sentence shall be deemed of no further force or effect.

               (H) As long as Tenant's  fire  insurance  policies  then in force
include  the  waiver of  subrogation  or  agreement  or  permission  to  release
liability  referred to in Subsection  (F), or

                                       25
<PAGE>

name the Landlord as an additional insured,  Tenant hereby waives (and agrees to
cause any other  permitted  occupants  of the Premises to execute and deliver to
Landlord written  instruments  waiving) any right of recovery against  Landlord,
any other  tenants or occupants of the Building,  and any  servants,  employees,
agents or contractors of Landlord or of any such other tenants or occupants, for
any loss.  occasioned by fire or other  casualty  which is an insured risk under
such policies.  In the event that at any time Tenant's fire  insurance  carriers
shall  not  include  such or  similar  provisions  in  Tenant's  fire  insurance
policies,  the waiver set forth in the  foregoing  sentence  shall,  upon notice
given by  Tenant to  Landlord,  be deemed  of no  further  force or effect  with
respect to any insured risks under such policy from and after the giving of such
notice.  During any period while the foregoing waiver of right of recovery is in
effect, Tenant, or any other permitted occupant of the Premises, as the case may
be, shall look solely to the proceeds of such policies to  compensate  Tenant or
such other permitted  occupant for any loss occasioned by fire or other casualty
which is an insured risk under such policies.


                                 EMINENT DOMAIN


           26. (A) In the event that the whole of the Demised  Premises shall be
lawfully  condemned or taken in any manner for any public or  quasi-public  use,
this lease and the Term and estate  hereby  granted  shall  forthwith  cease and
terminate  as of the date of vesting of title.  In the event that only a part of
the Demised  Premises  shall be so condemned or taken,  then effective as of the
date of  vesting  of  title,  the Rent  hereunder  shall be  abated in an amount
thereof  apportioned  according to the area of the Demised Premises so condemned
or taken.  In the event that a  substantial  part of the Building or the parking
servicing same shall be so condemned or taken, then (i) Landlord (whether or not
the Demised  Premises be affected) may, at its option,  terminate this lease and
the Term and estate  hereby  granted as of the date of such  vesting of title by
notifying Tenant in writing of such termination within sixty (60) days following
the date on which Landlord shall have received  notice of vesting of title,  and
(ii) if such  condemnation  or  taking  shall  be of a  substantial  part of the
Demised  Premises  or a  substantial  part of the means of access  thereto  or a
substantial  part of the parking area  servicing  the Demised  Premises,  Tenant
shall have the right,  by delivery of notice in writing to Landlord within sixty
(60) days  following  the date on which  Tenant  shall have  received  notice of
vesting of title, to terminate this lease and the Term and estate hereby granted
as of the date of vesting of title, except that Landlord shall have the right to
render such  termination  notice null and void if,  within sixty (60) days after
Landlord's receipt of such notice, Landlord shall advise Tenant of its intention
to provide  Tenant with  substitute  access or  parking,  as the case may be, of
substantially  the same  convenience  as the access or parking  being  taken and
Landlord  shall,  prior to the vesting of such taking,  provide Tenant with such
substitute access or parking;  or (iii) if neither Landlord nor Tenant elects to
terminate this lease, as aforesaid, this lease shall be and remain unaffected by
such condemnation or taking, except that the Rent shall be abated to the extent,
if any,  hereinabove  provided in this Article 26. In the event that only a part
of the Demised  Premises  shall be so  condemned or taken and this lease and the
Term and estate  hereby  granted are not  terminated as  hereinbefore  provided,
Landlord  will,  at its expense,  restore the  remaining  portion of the Demised
Premises as nearly as  practicable  to the same  condition as it was in prior to
such condemnation or taking.

               (B) In the event of a termination in any of the cases hereinabove
provided, this lease and the Term and estate granted shall expire as of the date
of such termination  with the

                                       26
<PAGE>

same effect as if that were the date  hereinbefore set for the expiration of the
Term of this lease, and the Rent hereunder shall be apportioned as of such date.

               (C) In  the  event  of any  condemnation  or  taking  hereinabove
mentioned of all or part of the Building,  Landlord shall be entitled to receive
the entire award in the  condemnation  proceeding,  including any award made for
the value of the  estate  vested by this  lease in  Tenant,  and  Tenant  hereby
expressly  assigns to Landlord  any and all right,  title and interest of Tenant
now or hereafter arising in or to any such award or any part thereof, and Tenant
shall be entitled  to receive no part of such award,  except that the Tenant may
file a separate  claim in a  separate  proceeding  for any taking of  nonmovable
fixtures  owned by  Tenant  and for  moving  expenses  incurred  by  Tenant  and
leasehold improvements paid for by Tenant. It is expressly understood and agreed
that  the  provisions  of  this  Article  26  shall  not  be  applicable  to any
condemnation or taking for governmental occupancy for a limited period.


                            NONLIABILITY OF LANDLORD


           27. (A) If  Landlord or a  successor  in  interest  is an  individual
(which term as used herein  includes  aggregates of  individuals,  such as joint
ventures,  general or limited  partnerships  or  associations),  such individual
shall be under no personal  liability  with respect to any of the  provisions of
this lease,  and if such individual  hereto is in breach or default with respect
to its obligations  under this lease,  Tenant shall look solely to the equity of
such  individual  in the land and Building of which the Demised  Premises form a
part for the  satisfaction  of Tenant's  remedies  and in no event shall  Tenant
attempt to secure any  personal  judgment  against  any such  individual  or any
partner, employee or agent of Landlord by reason of such default by Landlord.

               (B) The word  "Landlord"  as used herein  means only the owner of
the  landlord's  interest  for the time being in the land and  Building  (or the
owners  of a lease of the  Building  or of the land and  Building)  of which the
Premises  form a part,  and in the event of any sale of the Building and land of
which the Demised Premises form a part, Landlord shall be and hereby is entirely
freed and  relieved of all  covenants  and  obligations  of  Landlord  hereunder
arising  after  the date of such  sale and,  it shall be  deemed  and  construed
without  further  agreement  between  the parties or between the parties and the
purchaser of the Premises,  that such  purchaser has assumed and agreed to carry
out any and all covenants and obligations of Landlord hereunder.


                                     DEFAULT


           28.  (A) Upon the  occurrence,  at any time  prior to or  during  the
Demised Term, of any one or more of the following events (referred to as "Events
of Default"):

                    (i) If Tenant  shall  default in the payment when due of any
installment of Rent or in the payment when due of any additional  rent, and such
default shall continue for a period of ten (10) days after notice by Landlord to
Tenant of such default; or

                   (ii) If Tenant shall default in the observance or performance
of any term, covenant or condition of this lease on Tenant's part to be observed
or performed (other

                                       27
<PAGE>

than the covenants for the payment of Rent and additional rent) and Tenant shall
fail to remedy such default  within thirty (30) days after notice by Landlord to
Tenant of such default, or if such default is of such a nature that it cannot be
completely  remedied within said period of thirty (30) days and Tenant shall not
commence  within  said  period  of thirty  (30)  days,  or shall not  thereafter
diligently prosecute to completion,  all steps necessary to remedy such default;
or

                  (iii) If Tenant shall file a voluntary  petition in bankruptcy
or insolvency,  or shall be adjudicated a bankrupt or become insolvent, or shall
file  any   petition  or  answer   seeking  any   reorganization,   arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under the
present or any future  federal  bankruptcy  code or any other  present or future
applicable  federal,  state or other statute or law, or shall make an assignment
for the benefit of  creditors  or shall seek or consent to or  acquiesce  in the
appointment  of any trustee,  receiver or  liquidator of Tenant or of all or any
part of Tenant's property; or

                   (iv) If, within sixty (60) days after the commencement of any
proceeding  against  Tenant,  whether by the filing of a petition or  otherwise,
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
code or any other present or future applicable  federal,  state or other statute
or law, such proceedings shall not have been dismissed, or if, within sixty (60)
days after the appointment or any trustee,  receiver or liquidator of Tenant, or
of all or any part of Tenant's  property,  such appointment  shall not have been
vacated or otherwise  discharged,  or if any  execution or  attachment  shall be
issued against Tenant or any of Tenant's  property pursuant to which the Demised
Premises shall be taken or occupied or attempted to be taken or occupied; or

                    (v) If Tenant shall default in the observance or performance
of any term,  covenant or condition on Tenant's part to be observed or performed
under any other  lease with  Landlord in the  Building  and such  default  shall
continue beyond any grace period set forth in such other lease for the remedying
of such default; or

                   (vi) If seventy (70%) percent or more of the Demised Premises
shall become deserted or abandoned for a period of thirty (30) consecutive days;
or

                  (vii) If Tenant's interest in this lease shall devolve upon or
pass  to any  person,  whether  by  operation  of law or  otherwise,  except  as
expressly permitted under Article 20;

               Then,  upon the  occurrence,  at  anytime  prior to or during the
Demised  Term,  of any one or more of such Events of Default,  Landlord,  at any
time  thereafter,  at  Landlord's  option,  may give to  Tenant a five (5) days'
notice of termination of this lease and, in the event such notice is given, this
lease and the Term  shall come to an end and  expire  (whether  or not said term
shall have  commenced)  upon the  expiration of said five (5) days with the same
effect as if the date of  expiration  of said five (5) days were the  Expiration
Date, but Tenant shall remain liable for damages as provided in Article 30.

               (B) If, at any time (i) Tenant  shall be  comprised of two (2) or
more  persons,  or (ii)  Tenant's  obligations  under this lease shall have been
guaranteed by any person other than

                                       28
<PAGE>

Tenant, or (iii) Tenant's  interest in this lease shall have been assigned,  the
word "Tenant",  as used in subsection (iii) and (iv) of Section 28(A),  shall be
deemed to mean any one or more of the persons  primarily or  secondarily  liable
for Tenant's  obligations under this lease. Any monies received by Landlord from
or on  behalf of Tenant  during  the  pendency  of any  proceeding  of the types
referred  to in  said  subsections  (iii)  and  (iv)  shall  be  deemed  paid as
compensation  for  the  use  and  occupation  of the  Demised  Premises  and the
acceptance of such compensation by Landlord shall not be deemed an acceptance of
Rent or a waiver on the part of Landlord of any rights under Section 28(A).


                             TERMINATION ON DEFAULT


           29.  (A) If  Tenant  shall  default  in the  payment  when due of any
installment of rent or in the payment when due of any  additional  rent and such
default shall continue for a period of ten (10) days after notice by Landlord to
Tenant of such  default,  or if this lease and the Demised Term shall expire and
come to an end as provided in Article 28:

                    (i) Landlord and its agents and servants may immediately, or
at any time after  such  default or after the date upon which this lease and the
Demised Term shall expire and come to an end,  re-enter the Demised  Premises or
any part thereof,  without notice, either by summary proceedings or by any other
applicable action or proceeding,  or by force or other means provided such force
or other means are lawful  (without being liable to  indictment,  prosecution or
damages therefor),  and may repossess the Demised Premises and dispossess Tenant
and any other persons from the Demised  Premises and remove any and all of their
property and effects from the Demised Premises; and

                   (ii) Landlord,  at Landlord's option,  may relet the whole or
any part or parts of the Demised Premises from time to time,  either in the name
of Landlord  or  otherwise,  to such  tenant or tenants,  for such term or terms
ending before,  on or after the  Expiration  Date, at such rental or rentals and
upon such other conditions, which may include concessions and free rent periods,
as  Landlord,  in  its  sole  discretion,  may  determine.  Landlord  will  make
reasonable  efforts to relet the Demised  Premises or any part thereof and shall
in no event be liable for  failure  to relet the  Demised  Premises  or any part
thereof, or, in the event of any such reletting, for failure to collect any rent
due upon any such reletting, and no such failure shall operate to relieve Tenant
of any  liability  under this lease or otherwise  to affect any such  liability;
Landlord,   at  Landlord's   option,   may  make  such  repairs,   replacements,
alterations, additions, improvements,  decorations and other physical changes in
and to the  Demised  Premises as  Landlord,  in its sole  discretion,  considers
advisable  or  necessary  in  connection  with any such  reletting  or  proposed
reletting,  without  relieving  Tenant  of any  liability  under  this  lease or
otherwise affecting any such liability.

               (B)  Tenant,  on its own  behalf  and on  behalf  of all  persons
claiming through or under Tenant, including all creditors, does hereby waive any
and all rights which Tenant and all such persons might  otherwise have under any
present  or  future  law to redeem  the  Demised  Premises,  or to  re-enter  or
repossess the Demised Premises, or to restore the operation of this lease, after
(i) Tenant shall have been dispossessed by a judgment or by warrant of any court
or judge,  or (ii) any  re-entry  by  Landlord  permitted  by law,  or (iii) any
expiration  or  termination  of

                                       29
<PAGE>

this lease and the Demised Term, whether such dispossess,  re-entry,  expiration
or  termination  shall be by operation of law or pursuant to the  provisions  of
this  lease  provided  it's  permitted  by law.  In the  event  of a  breach  or
threatened  breach by Tenant or any persons claiming through or under Tenant, of
any term, covenant or condition of this lease on Tenant's part to be observed or
performed,  Landlord shall have the right to enjoin such breach and the right to
invoke  any other  remedy  allowed by law or in equity as if  re-entry,  summary
proceeding  and other special  remedies were not provided in this lease for such
breach. The rights to invoke the remedies  hereinbefore set forth are cumulative
and shall not preclude Landlord from invoking any other remedy allowed at law or
in equity.


                                     DAMAGES


           30. (A) If this lease and the Demised  Term shall  expire and come to
an end as provided in Article 28 or by or under any  summary  proceeding  or any
other action or proceeding,  or if Landlord shall re-enter the Demised  Premises
as provided in Article 29 or by or under any  summary  proceedings  or any other
action or proceeding, then, in any of said events:

                   (i) Tenant  shall pay to Landlord all Rent,  additional  rent
and other  charges  payable  under this lease by Tenant to  Landlord to the date
upon which this lease and the Demised Term shall have expired and come to an end
or to the date of re-entry  upon the Demised  Premises by Landlord,  as the case
may be; and

                  (ii) Tenant  shall  also  be  liable  for  and  shall  pay  to
Landlord,  as damages, any deficiency (referred to as "Deficiency")  between the
Rent and additional  rent reserved in this lease for the period which  otherwise
would have  constituted  the  unexpired  portion of the Demised Tent and the net
amount, if any, of rents collected under any reletting  effected pursuant to the
provisions of Section 29(A) for any part of such period  (first  deducting  from
the rents  collected  under any such  reletting  all of  Landlord's  expenses in
connection  with the  termination of this lease or Landlord's  re-entry upon the
Demised  Premises  and with such  reletting  including,  but not limited to, all
repossession costs, customary and usual brokerage  commissions,  legal expenses,
reasonable attorneys' fees, alteration costs and other expenses of preparing the
Demised  Premises  for such  reletting).  Any such  Deficiency  shall be paid in
monthly  installments  by Tenant on the days specified in this lease for payment
of installments of Rent.  Landlord shall be entitled to recover from Tenant each
monthly Deficiency as the same shall arise, and no suit to collect the amount of
the Deficiency for any month shall  prejudice  Landlord's  rights to collect the
Deficiency for any subsequent month by a similar proceeding; and

               (B) If the Demised Premises, or any part thereof,  shall be relet
together with other space in the Building, the rents collected or reserved under
any such  reletting  and the expenses of any such  reletting  shall be equitably
apportioned  for the  purposes of this  Article 30.  Tenant shall in no event be
entitled to any rents  collected or payable under any reletting,  whether or not
such rents shall exceed the rent reserved in this lease. Solely for the purposes
of this Article, the term "Rent" as used in Section 30(A) shall mean the rent in
effect  immediately prior to the date upon which this lease and the Demised Term
shall have expired and come to an end, or the date of re-entry  upon the Demised
Premises by  Landlord,  as the case may be,  plus any

                                       30
<PAGE>

additional  rent  payable  pursuant  to the  provisions  of  Article  11 for the
Escalation  Year (as defined in Article 11)  immediately  preceding  such event.
Nothing  contained  in Articles 28 and 29 of this lease shall be deemed to limit
or preclude the recovery by Landlord from Tenant of the maximum  amount  allowed
to be  obtained  as  damages by any  statute  or rule of law,  or of any sums or
damages to which  Landlord  may be entitled in addition to the damages set forth
in Section 30(A).


                                SUMS DUE LANDLORD


           31. If Tenant shall  default in the  performance  of any covenants on
Tenant's part to be performed under this lease, Landlord may immediately,  or at
anytime  thereafter,  with notice,  and without  thereby  waiving such  default,
perform  the same for the  account  of Tenant and at the  expense of Tenant.  If
Landlord at any time is compelled  to pay or elects to pay any sum of money,  or
do any act which will  require  the payment of any sum of money by reason of the
failure  of Tenant to comply  with any  provision  hereof,  or, if  Landlord  is
compelled to or elects to incur any  expense,  including  reasonable  attorneys'
fees,  instituting,  prosecuting  and/or  defending  any  action  or  proceeding
instituted by reason of any default of Tenant hereunder, the sum or sums so paid
by  Landlord,  with all  interest,  costs  and  damages,  shall be  deemed to be
additional  rent hereunder and shall be due from Tenant to Landlord on the first
day of the month  following  the  incurring of such  respective  expenses or, at
Landlord's  option,  on the first day of any subsequent  month. Any sum of money
(other than Rent) accruing from Tenant to Landlord pursuant to any provisions of
this lease, including, but not limited to, the provisions of Schedule C, whether
prior to or after the Term  Commencement  Date,  may, at Landlord's  option,  be
deemed  additional  rent, and Landlord shall have the same remedies for Tenant's
failure to pay any item of additional  rent when due as for Tenant's  failure to
pay any installment of Rent when due.  Tenant's  obligations  under this Article
shall survive the  expiration or sooner  termination of the Demised Term. In any
case in which the Rent or  additional  rent is not paid  within ten (10) days of
the day when same is due,  Tenant  shall pay a late charge  equal to 8-1/2 cents
for each dollar so due.  This late  payment  charge is  intended  to  compensate
Landlord for its additional administrative costs resulting from Tenant's failure
to pay in a timely  manner and has been agreed upon by Landlord  and Tenant as a
reasonable estimate of the additional administrative costs that will be incurred
by Landlord as a result of Tenant's  failure as the actual cost in each instance
is extremely  difficult,  if not  impossible,  to  determine.  This late payment
charge will constitute  liquidated damages and will be paid to Landlord together
with such  unpaid  amounts.  The  payment of this late  payment  charge will not
constitute a waiver by Landlord of any default by Tenant under this lease.


                                    NO WAIVER


           32. No act or thing done by Landlord or Landlord's  agents during the
term hereby demised shall be deemed an acceptance of a surrender of said Demised
Premises,  and no  agreement to accept such  surrender  shall be valid unless in
writing  signed by  Landlord.  No employee of Landlord or of  Landlord's  agents
shall have any power to accept  the keys of the  Demised  Premises  prior to the
termination  of this lease.  The delivery of keys to any employee of Landlord or
of  Landlord's  agents  shall not  operate as a  termination  of this lease or a
surrender of

                                       31
<PAGE>

the  Demised  Premises.  In the event  Tenant  shall at any time  desire to have
Landlord  underlet  the  Demised  Premises  for  Tenant's  account,  Landlord or
Landlord's  agents are authorized to receive said keys for such purposes without
releasing Tenant from any of the obligations under this lease, and Tenant hereby
relieves  Landlord  of any  liability  for loss of or damage to any of  Tenant's
effects in connection  with such  underletting.  The failure of Landlord to seek
redress  for  violation  of, or to insist  upon the strict  performance  of, any
covenants  or  conditions  of this  lease,  or any of the Rules and  Regulations
annexed  hereto and made a part hereof or hereafter  adopted by Landlord,  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 Landlord of rent with knowledge of the breach of any covenant of this
lease  shall not be deemed a wavier of such  breach.  The  failure of a party to
enforce any of the Rules and Regulations  annexed hereto and made a part hereof,
or  hereafter  adopted,  against the other party  and/or,  in  Landlord's  case,
against any other  tenant in the  Building,  shall not be deemed a waiver of any
such Rules and  Regulations.  No provision of this lease shall be deemed to have
been waived by a party,  unless such waiver be in writing  signed by that party.
No payment by Tenant or receipt by Landlord of a lesser  amount then the monthly
Rent  herein  stipulated  shall be deemed  to be other  than on  account  of the
earliest  stipulated Rent nor shall any endorsement or statement on any check or
any  letter  accompanying  any check or  payment of Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's  right to recover the balance of such Rent or pursue any other remedy
in this lease provided.


                             WAIVER OF TRIAL BY JURY


           33. To the extent  such  waiver is  permitted  by law,  Landlord  and
Tenant  hereby  waive trial by jury in any action,  proceeding  or  counterclaim
brought by Landlord or Tenant against the other on any matter whatsoever arising
out of or in any way connected with this lease, the relationship of landlord and
tenant,  the use or  occupancy  of the Demised  Premises by Tenant or any person
claiming  through  or under  Tenant,  any  claim of injury  or  damage,  and any
emergency or other statutory  remedy.  The provisions of the foregoing  sentence
shall survive the  expiration or any sooner  termination of the Demised Term. If
Landlord commences any summary  proceeding for nonpayment,  Tenant agrees not to
interpose  any  counterclaim  of  whatever  nature  or  description  in any such
proceeding or to consolidate such proceeding with any other proceeding.

               Tenant hereby  expressly  waives any and all rights of redemption
granted  by or under any  present  or future  laws in the event of Tenant  being
evicted or dispossessed  for any cause, or in the event of Landlord's  obtaining
possession of the Demised Premises,  by reason of the violation by Tenant of any
of the covenants and conditions of this lease or otherwise.


                                     NOTICES


           34. Except as otherwise  expressly provided in this lease, any bills,
statements,  notices,  demands,  requests  or other  communications  (other than
bills,  statements or notices given in the regular course of business)  given or
required  to be given under this lease  shall be  effective  only if rendered or
given in writing, sent by regular,  registered or certified mail (return receipt

                                       32
<PAGE>

requested),  addressed  (A) to  Tenant  (to  the  attention  of  Tenant's  Chief
Financial  Officer)  (i) at  Tenant's  address set forth in this lease if mailed
prior to Tenant's  taking  possession  of the Demised  Premises,  or (ii) at the
Building if mailed  subsequent  to  Tenant's  taking  possession  of the Demised
Premises,  or (iii) at any place where Tenant or any agent or employee of Tenant
may be found if mailed subsequent to Tenant's vacating, deserting, abandoning or
surrendering  the Demised  Premises,  or (B) to Landlord  (to the  attention  of
Landlord's  Chief  Financial  Officer) at  Landlord's  address set forth in this
lease,  or (C) addressed to such other address as either  Landlord or Tenant may
designate  as its new address for such  purpose by notice  given to the other in
accordance  with the  provisions  of this Article.  Any such bills,  statements,
notices,  demands, requests or other communications shall be deemed to have been
rendered  or given on the  third day  after it is  mailed  as  provided  in this
Article.


                              INABILITY TO PERFORM


           35. (A) (i) Except as otherwise provided in this lease, if, by reason
of strikes or other labor disputes, fire or other casualty, accidents, orders or
regulations of any Federal,  State, County or Municipal authority,  or any other
cause  beyond  Landlord's  reasonable  control,  whether or not such other cause
shall be similar in nature to those hereinbefore enumerated,  Landlord is unable
to furnish or is delayed in  furnishing  any  utility or service  required to be
furnished  by  Landlord  under the  provisions  of this lease or any  collateral
instrument or is unable to perform or make or is delayed in performing or making
any installations, decorations, repairs, alterations, additions or improvements,
whether or not required to be  performed or made under this lease,  or under any
collateral  instrument,  or is unable to fulfill or is delayed in fulfilling any
of Landlord's other obligations under this lease, or any collateral  instrument,
no such  inability or delay shall entitle  Tenant to any abatement or diminution
of rent,  or relieve  Tenant from any of its  obligations  under this lease,  or
impose any liability upon Landlord or its agents,  by reason of inconvenience or
annoyance  to Tenant,  or injury to or  interruption  of Tenant's  business,  or
otherwise except that Landlord shall be subject to a claim for damages to Tenant
(without  a  right  of  setoff   against  Rent  or  additional   rent)  if  such
inconvenience, injury or interruption is caused by Landlord's negligence.

                  (ii) If, by reason of strikes or other labor disputes, fire or
other casualty,  accidents,  orders or regulations of any Federal, State, County
or Municipal  authority,  or any other cause beyond Tenant's reasonable control,
Tenant is unable to  perform or is delayed  in  performance  of its  obligations
under this lease, except obligations which may be met by the payment of a sum of
money,  no such  inability  or delay  on the part of  Tenant  shall  impose  any
liability upon Tenant.

                 (iii) Notwithstanding  the foregoing,  if delays in performance
permitted  above by either  party  shall  exceed  ninety  (90) days,  each party
hereunder  shall have the  remedies  against  the other  party for such  default
otherwise  permitted under this lease or otherwise permitted at law or equity to
the extent not limited by this lease.

                                       33
<PAGE>


                             INTERRUPTION OF SERVICE


               (B)  Landlord  reserves the right to stop the services of the air
conditioning,  elevator,  escalator,  plumbing,  electrical or other  mechanical
systems or facilities  in the Building  when  necessary by reason of accident or
emergency, or for repairs, alterations or replacements, which, in the reasonable
judgment  of  Landlord  are  necessary,  until  such  repairs,   alterations  or
replacements shall have been completed.  The exercise of such rights by Landlord
shall not entitle  Tenant to any  abatement or  diminution  of rent,  or relieve
Tenant from any of its  obligations  under this lease,  or impose any  liability
upon Landlord or its agents by reason of  inconvenience  or annoyance to Tenant,
or injury to or  interruption  of  Tenant's  business or  otherwise  except that
Landlord  shall be subject to a claim for damages to Tenant  (without a right of
rent setoff) if such injury to or interruption of Tenant's business is caused by
Landlord's  negligence.  Landlord shall use reasonable efforts to diligently and
promptly  complete  repairs,  alterations and replacements made pursuant to this
Paragraph (B) (but such obligation shall not require Landlord to use overtime or
after  hour  services  unless  Tenant  shall  pay the  additional  cost for such
services).


                       CONDITIONS OF LANDLORD'S LIABILITY


               (C) (i) In addition to the requirements for constructive eviction
imposed by law,  Tenant shall not be entitled to claim a  constructive  eviction
from the Demised  Premises  unless Tenant shall have first notified  Landlord of
the  condition or  conditions  giving rise  thereto,  and if the  complaints  be
justified,  unless Landlord shall have failed to remedy such conditions within a
reasonable time after receipt of such notice.

                  (ii) If  Landlord  shall be unable to give  possession  of the
Demised  Premises  on any date  specified  for the  commencement  of the term by
reason of the fact that the  Premises  have not been  sufficiently  completed to
make the Premises ready for occupancy,  or for any other reason,  Landlord shall
not be subject to any liability for the failure to give possession on said date,
nor shall  such  failure in any way  affect  the  validity  of this lease or the
obligations  of Tenant  hereunder  except that  Tenant  shall be entitled to the
remedies  set forth in Article 5(E) above,  and  Landlord  shall be subject to a
claim  for  damages  to  Tenant  (without  a right  of  setoff  against  Rent or
additional  rent  except as  specifically  permitted  under this  lease) if such
failure to give possession is caused by Landlord's negligence.


                           TENANT'S TAKING POSSESSION


               (D) (i) Tenant, by entering into occupancy of the Premises, shall
be  conclusively  deemed to have  agreed that  Landlord,  up to the time of such
occupancy has performed all of its  obligations  hereunder and that the Premises
were in satisfactory  condition as of the date of such occupancy,  unless,  with
respect to those defects of which it has actual knowledge,  Tenant, within sixty
(60) days  after  such  date,  shall  have  given  written  notice  to  Landlord
specifying the respects in which the same were not in such condition.

                  (ii) Subject to Landlord's  prior written  consent,  if Tenant
shall use or occupy all or any part of the space in the Demised  Premises  prior
to the Term Commencement

                                       34
<PAGE>

Date,  such use or  occupancy  shall be  deemed  to be under  all of the  terms,
covenants and conditions of this lease, except that Tenant shall not be required
to pay annual  minimum rent during such period.  If Tenant shall be permitted by
Landlord  to so occupy any  portion of the  Demised  Premises  prior to the Term
Commencement  Date,  Tenant shall not interfere with the performance by Landlord
or the Contractor of Tenant's Initial Construction or other work being performed
by Landlord or the Contractor in the Demised Premises.


                                ENTIRE AGREEMENT


           36. This lease  (including the Schedules and Exhibits annexed hereto)
contains the entire agreement between the parties and all prior negotiations and
agreements are merged herein.  Tenant hereby  acknowledges that neither Landlord
nor  Landlord's  agent  or  representative  has  made  any   representations  or
statements,  or promises, upon which Tenant has relied,  regarding any matter or
thing relating to the Building,  the land allocated to it (including the parking
area) or the Demised  Premises,  or any other  matter  whatsoever,  except as is
expressly  set  forth  in  this  lease,  including,  but  without  limiting  the
generality of the foregoing, any statement,  representation or promise as to the
fitness of the Demised  Premises  for any  particular  use,  the  services to be
rendered  to the  Demised  Premises,  or the  prospective  amount of any item of
additional  rent.  No oral  or  written  statement,  representation  or  promise
whatsoever  with respect to the  foregoing or any other matter made by Landlord,
its  agents  or any  broker,  whether  contained  in an  affidavit,  information
circular, or otherwise,  shall be binding upon the Landlord unless expressly set
forth in this lease.  No rights,  easements or licenses are or shall be acquired
by Tenant by implication or otherwise  unless expressly set forth in this lease.
This lease may not be  changed,  modified  or  discharged,  in whole or in part,
orally,  and no executory  agreement  shall be  effective  to change,  modify or
discharge,  in whole or in part, this lease or any obligations under this lease,
unless such agreement is set forth in a written instrument executed by the party
against whom enforcement of the change, modification or discharge is sought. All
references in this lease to the consent or approval of Landlord  shall be deemed
to mean the written consent of Landlord, or the written approval of Landlord, as
the case may be, and no consent or approval of Landlord  shall be effective  for
any purpose unless such consent or approval is set forth in a written instrument
executed by Landlord.


                                   DEFINITIONS


           37. The words  "re-enter",  "re-entry",  and  "re-entered" as used in
this  lease are not  restricted  to their  technical  legal  meanings.  The term
"business  days" as used in this lease  shall  exclude  Saturdays  (except  such
portion  thereof as is covered by specific  hours in Article 6 hereof),  Sundays
and all days observed by the State or Federal Government as legal holidays.  The
terms  "person"  and  "persons" as used in this lease shall be deemed to include
natural persons, firms, corporations,  partnerships,  associations and any other
private or public  entities,  whether any of the  foregoing  are acting on their
behalf or in a representative  capacity.  The various terms which are defined in
other  Articles of this lease or are defined in  Schedules  or Exhibits  annexed
hereto,  shall have the meanings specified in such other Articles,  Exhibits and
Schedules  for all  purposes  of this  lease  and  all  agreements  supplemental
thereto, unless the context clearly indicates the contrary.

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<PAGE>


                               PARTNERSHIP TENANT


           38. If Tenant is a  partnership  (or is  comprised of two (2) or more
persons,  individually  or as  co-partners  of a  partnership)  or  if  Tenant's
interest in this lease shall be assigned to a partnership (or to two (2) or more
persons, individually or as co-partners of a partnership) pursuant to Article 20
(any such  partnership  and such  persons  are  referred  to in this  Section as
"Partnership  Tenant"),  the following provisions of this Section shall apply to
such  Partnership  Tenant:  (a) the liability of each of the parties  comprising
Partnership  Tenant  shall be joint  and  several,  and (b) each of the  parties
comprising  Partnership  Tenant hereby  consents in advance to, and agrees to be
bound by, any  modifications  of this lease which may hereafter be made,  and by
any notices,  demands,  requests or other  communications which may hereafter be
given,  by Partnership  Tenant or by any of the parties  comprising  Partnership
Tenant,  and (c) any bills,  statements,  notices,  demands,  requests and other
communications  given or rendered to Partnership Tenant or to any of the parties
comprising  Partnership  Tenant shall be deemed given or rendered to Partnership
Tenant and to all such parties and shall be binding upon Partnership  Tenant and
all such parties, and (d) if Partnership Tenant shall admit new partners, all of
such new partners shall, by their admission to Partnership  Tenant, be deemed to
have assumed  performance of all of the terms,  covenants and conditions of this
lease on Tenant's part to be observed and performed,  and (e) Partnership Tenant
shall give prompt  notice to Landlord of the admission of any such new partners,
and upon  demand of  Landlord,  shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord,  wherein each
such new partner  shall assume  performance  of all of the terms,  covenants and
conditions  of this lease on Tenant's  part to be observed  and  performed  (but
neither  Landlord's failure to request any such agreement nor the failure of any
such new partner to execute or deliver  any such  agreement  to  Landlord  shall
vitiate the provisions of subdivision (d) of this Section).


                            SUCCESSORS, ASSIGNS, ETC.


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


                                     BROKER


           40. Tenant and Landlord  each  represent to the other that this lease
was brought about by Real Estate Strategies, Ltd. as broker and all negotiations
with respect to this lease were  conducted  exclusively  with said broker.  Each
party  agrees  that if any claim is made for  commissions  by any  other  broker
through  or on  account  of any acts of a party,  that party will hold the other
free and  harmless  from any and all  liabilities  and  expenses  in  connection
therewith, including reasonable attorney's fees.

                                       36
<PAGE>


                                    CAPTIONS


           41.  The  captions  in this  lease are  included  only as a matter of
convenience and for reference, and in no way define, limit or describe the scope
of this lease nor the intent of any provisions thereof.


                               NOTICE OF ACCIDENTS


           42.  Tenant  shall give notice to  Landlord,  promptly  after  Tenant
learns thereof, of (i) any accident in or about the Premises, (ii) all fires and
other  casualties  within the  Premises,  (iii) all damages to or defects in the
Premises,  including the fixtures,  equipment and appurtenances  thereof for the
repair of which Landlord might be responsible, and (iv) all damage to or defects
in any parts or appurtenances of the Building's sanitary,  electrical,  heating,
ventilating, air-conditioning,  elevator and other systems located in or passing
through the Premises or any part thereof.


                        TENANT'S AUTHORITY TO ENTER LEASE


           43. In the event that Landlord or Tenant  hereunder is a corporation,
Landlord  and/or  Tenant,  as the case may be,  represents  that the  officer or
officers  executing  this lease have the  requisite  authority to do so.  Tenant
agrees to give  Landlord  written  notice of any change in the  ownership of the
majority  of the  outstanding  capital  stock of  Tenant  or any  change  in the
ownership of the  majority of the assets of Tenant as soon as legally  permitted
after the occurrence thereof once same is announced to the public.


                                 RENEWAL OPTION


           44.  Tenant  shall have the right,  to be  exercised  as  hereinafter
provided,  to extend  the term of this  lease for three (3)  periods of five (5)
years each (hereinafter referred to individually as the "Renewal Term") upon the
following terms and conditions:

                (A) That at the time of the  exercise  of each such right and at
the  commencement  of each Renewal  Term,  Tenant shall not be in default in the
performance  of any of the  terms,  covenants  or  conditions  which  Tenant  is
required  to  perform  under this lease  beyond any  applicable  notice and cure
period provided herein for the cure hereof.

                (B) That  Tenant  shall  notify  Landlord in writing of Tenant's
election to exercise its option with respect to the  applicable  Renewal Term at
least one (1) year prior to the  expiration  of the then current term or Renewal
Term, as the case may be.

                (C) That  each  Renewal  Term  shall  be upon  the  same  terms,
covenants and conditions as in this lease provided,  except that (a) there shall
be no further  option to extend this lease  beyond the three (3)  Renewal  Terms
referred to above;  (b) the Premises shall be delivered at the beginning of each
Renewal  Term in its  then  "as is"  condition;  and (c) the  Rent to be paid by
Tenant during each Renewal Term shall be as follows:

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<PAGE>

                During the first year of each  Renewal  Term,  the Rent shall be
ninety (90%) percent of the then fair market annual  minimum rent being received
by Landlord for comparable size space in the Building, but in no event less than
the Rent payable under this lease for the Lease Year  immediately  preceding the
applicable  Renewal Term.  In the event a portion of the Demised  Premises is in
1660 Walt  Whitman  Road (by reason of Tenant's  taking over Offer Space in such
building pursuant to Article 45 below),  the Rent applicable to such space shall
be ninety  (90%)  percent  of the then fair  market  annual  minimum  rent being
received by Landlord for comparable size space in that building, but in no event
less than the Rent payable under this lease (or a separate  lease  covering such
space) for the Lease Year immediately preceding the applicable Renewal Term. The
Rent  applicable  to  the  Renewal  Term  shall  be  payable  in  equal  monthly
installments.

                During each of the second  through  fifth years of each  Renewal
Term,  the Rent shall be  increased by three (3%) percent per year over the Rent
payable  for the  prior  year.  Said  sums  shall be  payable  in equal  monthly
installments.

                "Fair market  annual  minimum rent" shall mean the rate Landlord
generally  receives or that is received for comparable  space in the Building or
1660 Walt Whitman Road,  whichever is  applicable.  In  determining  fair market
annual minimum rent, no adjustment  shall be made in consideration of and Tenant
shall  not  be  entitled  to  a  credit  for  Tenant   improvements,   brokerage
commissions, rent concessions and other concessions which Landlord may from time
to time offer to other tenants.  Landlord shall determine the fair market annual
minimum  rent on the  basis  of the  foregoing  criteria.  In the  event  Tenant
disputes Landlord's determination of fair market annual minimum rent, Tenant, by
written demand, may commence  arbitration  strictly in accordance with the terms
and  conditions  of this  Subparagraph.  The sole issue to be determined by such
arbitration  shall be the fair  market  annual  minimum  rent to be  charged  in
accordance  with this  Subparagraph.  Such written demand shall contain the name
and address of the  arbitrator  appointed by Tenant.  Within ten (10) days after
its receipt of the written  demand,  Landlord will give Tenant written notice of
the name and address of its  arbitrator.  Within ten (10) days after the date of
the appointment of the second arbitrator,  the two (2) arbitrators will meet. If
the two (2)  arbitrators  are unable to agree on the fair market annual  minimum
rent as provided  herein  within ten (10) days after their first  meeting,  they
will select a third  arbitrator.  The third  arbitrator  will be  designated  as
chairman and will  immediately  give Landlord and Tenant  written  notice of its
appointment.  The three (3) arbitrators will meet within ten (10) days after the
appointment  of the third  arbitrator.  If they are  unable to agree on the fair
market annual minimum rent within ten (10) days after their first  meeting,  the
third  arbitrator will select a time, date and place for a hearing and will give
Landlord and Tenant  thirty (30) days prior  written  notice of it. The date for
the hearing will not be more than sixty (60) days after the date of  appointment
of the third arbitrator. The arbitrators must be licensed real estate appraisers
with at least  five (5)  years  experience  in the  Nassau/Suffolk  real  estate
market. No arbitrator may be an active real estate broker.  The arbitration will
be governed by the laws of the State of New York and,  when not in conflict with
such law, by the general  procedures in the commercial  arbitration rules of the
American Arbitration Association. The arbitrators will not have the power to add
to, modify, detract from or alter in any way the provisions of this lease or any
amendments or supplements to this lease. The arbitrators will not have any power
to decide or consider  anything other than the specific issue of the fair market
annual  minimum  rent in  accordance  with the terms of this lease.  The written
decision of at least two (2)  arbitrators  will be  conclusive  and binding upon

                                       38
<PAGE>

Landlord and Tenant. No arbitrator is authorized to make an award for damages of
any kind,  including,  without  limitation,  an award for  punitive,  exemplary,
consequential or incidental  damages.  Landlord and Tenant will each pay for the
services of its appointees, attorneys and witnesses plus one-half of the fees of
the third  arbitrator and of all other proper costs relating to the arbitration.
The  decision of the  arbitrators  will be final and  non-appealable  and may be
enforced  according  to the  laws  of the  State  of New  York.  Notwithstanding
anything  to the  contrary  contained  herein,  in  the  event  Tenant  disputes
Landlord's  determination  of the fair market annual minimum rent,  Tenant shall
nevertheless  continue  to pay Rent at the same rate then  being paid under this
lease.  In the event the Rent as  determined  hereunder is at variance  with the
Rent being paid by Tenant,  Tenant shall either pay the difference in a lump sum
or receive a credit as the case may be.

                This Renewal Option is personal to Choicecare Long Island,  Inc.
and is  non-transferable  by operation of law or otherwise except to an assignee
of Tenant  approved  by  Landlord  pursuant  to this  lease or other  transferee
permitted pursuant to this lease.


                              RIGHT OF FIRST OFFER


           45.  Whenever  space (the "Offer  Space")  becomes  available  in the
Building  or in 1660  Walt  Whitman  Road  (provided  Landlord  still  owns such
building),  and subject to the  existing  rights of first offer or refusal  with
respect to applicable space held by existing tenants of such buildings, Landlord
will notify Tenant of the availability of the Offer Space and the annual minimum
rental rate for same which shall be equal to the minimum  annual rental rate (on
a per square basis) then payable by Tenant for the Demised Premises.

                Landlord's  notice of the  availability  of the Offer Space (the
"Offer  Notice") shall contain the minimum annual rent which will be required to
be paid for the Offer Space.  If,  within  thirty (30) days after receipt of the
Offer Notice,  Tenant shall notify Landlord in writing (the "Acceptance Notice")
that Tenant agrees to lease the Offer Space for a term of not less than five (5)
years with a rental  commencing at the minimum  annual rental rate stated in the
Offer  Notice,  Landlord  and  Tenant  will  execute a  separate  lease or lease
modification  agreement  covering the Offer Space, at Landlord's  option (except
that if the Offer Space is located in 1660 Walt Whitman Road, the parties hereto
agree a new lease shall be used), within twenty (20) days thereafter which lease
or lease modification  agreement shall be on all of the same terms as this lease
except:

                (A) The term of the lease with  respect to the Offer Space shall
commence upon substantial  completion of Landlord's Work  (hereinafter  defined)
pursuant to the following schedule: Tenant shall deliver to Landlord its Program
of Space  Requirements  for the Offer Space no later than thirty (30) days after
Tenant shall have given  Landlord the  Acceptance  Notice.  The term "Program of
Space  Requirements"  as used in this  Article 45 shall  include (a) the number,
size and location of rooms required by Tenant,  including,  without  limitation,
offices,  conference rooms and file areas; (b) the number,  size and location of
work stations Tenant requires in the open bullpen area; and (c) a description of
its power, data and telephone  requirements including the number and location of
outlets for such services. Landlord shall prepare preliminary plans on the basis
of Tenant's Program of Space Requirements within

                                       39
<PAGE>

fourteen (14) days after Tenant shall deliver its Program of Space  Requirements
to Landlord.  Tenant shall comment on Landlord's  preliminary  plans and approve
such  plans,  subject to such  comments,  within  seven (7) days after  Tenant's
receipt of such preliminary plans from Landlord.  Landlord shall prepare working
plans on the basis of such  approved  preliminary  plans within thirty (30) days
after Tenant shall have so approved such  preliminary  plans and delivered  such
approval to  Landlord.  Tenant shall  comment on  Landlord's  working  plans and
approve such working plans, subject to such comments, within (10) days after its
receipt of Landlord's working plans.  Landlord shall substantially  complete the
work described in Paragraph (E) below in the Offer Space within ninety (90) days
after Tenant shall have so approved  Landlord's working plans and delivered such
approval to Landlord.

                    (ii) The term of this lease with  respect to the Offer Space
shall  expire  five (5) years after the last day of the month in which such term
shall have commenced pursuant to the foregoing  paragraph.  In addition,  in the
event the term of this lease with respect to the Offer Space extends  beyond the
Expiration Date of this lease,  then the lease or lease  modification  agreement
relating  to the  Offer  Space  shall  extend  the term of this  lease as to the
balance of the Demised  Premises so that it is  coterminous  with the end of the
term  relating to the Offer Space.  The Rent payable with respect to the balance
of the Demised  Premises  during such extension shall be that then applicable to
such space plus the three (3%) percent annual increases that would be applicable
thereto if such extension were part of the then current term of this lease,  and
the additional rent payable with respect to the balance of the Demised  Premises
during such extension  shall be determined as if such extension were part of the
then current term of this lease.

                (B) The annual  minimum  rental rate for the Offer Space for the
first Lease Year of such term shall be the rental rate stated in the  Landlord's
Offer  Notice as set forth  above and the annual  minimum  rental  rate for each
subsequent  Lease Year shall be three (3%) percent more than the annual  minimum
rental rate payable for the applicable Offer Space for the preceding Lease Year.

                (C)  Tenant's  Proportionate  Share  shall  be  increased  on  a
building  by  building  basis so that it  equals  the ratio  which  the  Demised
Premises  (inclusive  of the Offer  Space)  located in the  building in question
bears to the total area of the building in question.

                (D) The number of parking spaces and directory listings shall be
increased  proportionately,  on a building  by  building  basis,  to reflect the
addition of the Offer Space.

                (E) Landlord  shall perform work in the Offer Space  pursuant to
the specifications set forth in Schedule E hereto ("Landlord's Work").  Tenant's
obligation to pay Rent and additional rent with respect to the Offer Space shall
commence upon substantial completion by Landlord of Landlord's Work therein, but
the   commencement  of  such  Rent  and  additional  rent  obligation  shall  be
accelerated  by any  delays in  substantial  completion  caused by Tenant as set
forth in Paragraph (F) below.

                (F) For  purposes of this  Article  45, the term  "substantially
completed" shall mean when the only items to be completed are those which do not
materially interfere with the Tenant's use and occupancy of the Demised Premises
(including,   without  limitation,   minor  construction   details,   mechanical
adjustments  and  decorations).  The  commencement  of  the  Term

                                       40
<PAGE>

and  Tenant's  obligation  to pay Rent with  respect  to the Offer  Space  shall
commence upon Landlord's  substantial completion of Landlord's Work in the Offer
Space;  but if Landlord shall be delayed in such  "substantial  completion" as a
result of (i) Tenant's  failure to furnish its Program of Space  Requirements or
to approve Landlord's preliminary or working plans within the time schedules set
forth above;  (ii) Tenant's  request for  materials,  finishes or  installations
other than Landlord's  standard;  (iii) Tenant's changes in its Program of Space
Requirements or Landlord's preliminary or working plans; or (iv) the performance
or completion of any work, labor or services by a party employed by Tenant; then
the  commencement  of the Term of this lease and the  payment of Rent  hereunder
with respect to the space in question shall be accelerated by the number of days
of such delay.

                (G) This Right of First  Offer is personal  to  Choicecare  Long
Island,  Inc. and is  nontransferable by operation of law or otherwise except to
an  assignee  of Tenant  approved  by  Landlord  pursuant to this lease or other
transferee permitted pursuant to this lease.


                              BUILDING IMPROVEMENTS


           46. As soon as  reasonably  possible  after  execution of this lease,
Landlord  will  perform,  at its expense and as set forth in Schedule  "E",  the
following work in the Building:

               (A) Renovate the lobby;

               (B) Renovate and redecorate the bathrooms; and

               (C) If the Demised  Premises are  currently  serviced by electric
heating units, convert the Demised Premises from electric heat to gas heat.


                               REASONABLE CONSENT


           47. Except as otherwise  expressly set forth herein,  whenever Tenant
is required to obtain Landlord's  consent  hereunder,  Landlord agrees that said
consent shall not be unreasonably withheld or delayed.


                                TENANT'S REMEDY


           48. In addition to the other remedies  specifically  provided in this
lease or at law or equity to the extent not limited by this  lease,  and subject
to the delays  permitted  under Article 35(A) above, in the event Landlord shall
fail to perform in a timely manner any  obligation of Landlord  under this lease
and  Landlord  shall fail to cure such  default  within  thirty  (30) days after
receipt  from Tenant of written  notice of such  default  (or,  if such  default
cannot  reasonably be cured within such thirty (30) day period,  Landlord  shall
have failed to  commence  the cure of such  default  within such thirty (30) day
period and thereafter  diligently pursued such cure to completion),  then Tenant
shall have the right to cure such  default  and shall  have a claim for  damages
against  Landlord in the amount it shall have reasonably  expended in connection
with such cure (without a right of setoff against Rent or additional rent).

                                       41
<PAGE>


                                  ROOF ANTENNA


           49. Provided Tenant shall comply with the  requirements of Article 14
above,  Tenant shall have the right,  at its  expense,  to install up to two (2)
telecommunications  antennas on the roof of the Building which shall in no event
extend  higher  than ten (10) feet above the level of the  Building's  roof.  In
addition to the other  requirements  of Article 14,  Tenant shall  indemnify and
hold Landlord harmless from any claim, damage,  liability or expense,  including
reasonable  attorney  fees,  caused by Tenant's  installation  of such antennas,
including, without limitation, any leaks caused thereby. Prior to the expiration
or termination of this lease, Tenant,  shall, at Landlord's option,  remove such
antennas from the Building and repair in a workmanlike  manner any damage caused
to the roof or any other portion of the Building.

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

Witness for Landlord:                       RECKSON OPERATING PARTNERSHIP,
                                            L.P.

                                            By:  RECKSON ASSOCIATES
                                                 REALTY CORP.


                                            By:_________________________________

Witness for Tenant:                         CHOICECARE LONG ISLAND, INC.


                                            By:_________________________________



                                       42
<PAGE>



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


                     On this ________ day of __________________, 1995, before me
personally came _____________________________ to me known, who, being by me duly
sworn did depose and say that he resides at ______________________________, that
he is the _________________ of  ______________________________,  the corporation
described in and which  executed the foregoing  instrument as "Tenant";  that he
knows the seal of said corporation;  that the seal affixed to said instrument is
such corporate  seal;  that it was so affixed by order of the Board of Directors
of said corporation, and that he signed his name thereto by like order.



                                         ---------------------------------------
                                         Notary Public




                                       43