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New York-Great Neck-415 Northern Boulevard Lease Agreement - 415 Northern Blvd. Realty corp. and Inmark Services Inc.

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                                 LEASE AGREEMENT
                                 BY AND BETWEEN
                    415 NORTHERN BLVD. REALTY CORP., Landlord
                                       and
                          INMARK SERVICES, INC., Tenant



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                                TABLE OF CONTENTS

                                                                      Page
                                                                      ----

PREAMBLE ..............................................................1

LEASE PROVISIONS.......................................................2
         RENT     .....................................................2
         LATE CHARGES..................................................3
         OCCUPANCY.....................................................4
         ALTERATIONS...................................................4
         REPAIRS  .....................................................6
         WINDOW CLEANING...............................................9
         REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOAD...............9
         SUBORDINATION................................................11
         TENANT'S LIABILITY INSURANCE, PROPERTY LOSS, DAMAGE
                  INDEMNITY...........................................12
         DESTRUCTION, FIRE AND OTHER CASUALTY.........................13
         EMINENT DOMAIN...............................................16
         ASSIGNMENT, MORTGAGE, ETC....................................17
         UTILITIES, WATER, SEWER AND TAXES............................18
         ACCESS TO PREMISES...........................................20
         BANKRUPTCY...................................................23
         DEFAULT  ....................................................26
         REMEDIES OF LANDLORD AND WAIVER OF REDEMPTION................28
         FEES AND EXPENSES............................................31
         NO REPRESENTATIONS BY LANDLORD...............................31
         END OF TERM..................................................35
         QUIET ENJOYMENT..............................................36
         FAILURE TO GIVE POSSESSION...................................36
         NO WAIVER....................................................37
         WAIVER OF TRIAL BY JURY......................................38
         INABILITY                  TO PERFORM........................38
         BILLS AND NOTICES............................................38
         CLEANING AND ALL INTERIOR MAINTENANCE........................39
         SECURITY ....................................................41
         CAPTIONS ....................................................43
         DEFINITIONS..................................................43
         NON-DISTURBANCE AGREEMENT....................................44
         GLASS    ....................................................44
         SUCCESSORS AND ASSIGNS.......................................44
         MISCELLANEOUS................................................45





<PAGE>



         AGREEMENT  OF LEASE (the  "Lease")  made as of this day of June , 1998,
between 415 NORTHERN BLVD.  REALTY CORP.  located at 265 Great Neck Road,  Great
Neck, New York,  party of the first part,  hereinafter  referred to as LANDLORD,
and INMARK  SERVICES,  INC. located at 415 Northern  Boulevard,  Great Neck, New
York, party of the second part, hereinafter referred to as TENANT.

                                    PREAMBLE
                                    --------

WITNESSETH:  Landlord  hereby  leases to Tenant  and  Tenant  hereby  hires from
Landlord  the first floor  containing  5,428  square  feet and the second  floor
containing  5,428 square feet and the entire  basement or lower level floor (the
"basement space") containing 5,850 square feet for a total of 16,706 square feet
in the premises located at 415 Northern Boulevard, in the Village of Great Neck,
Town of  Hempstead,  in the  county of Nassau,  State of New York,  for the term
("Term") of ten (10) years (or until such  earlier time as the Lease shall cease
and expire as hereinafter  provided) to commence on the 1st day of August, 1998,
and to end on the 31st day of July,  2008,  both dates  inclusive,  at an annual
base  rental  rate of Two  Hundred  Ninety-One  Thousand  Nine  Hundred and Four
($291,904.00)  Dollars  payable in equal  monthly  installments  of  Twenty-Four
Thousand Three Hundred Twenty-five and 33/100 dollars  ($24,325.33),  payable on
the first day of each month,  which Tenant  agrees to pay in lawful money of the
United  States  which shall be legal  tender in payment of the monthly base rent
due at the time


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specified for payment, at the office of Landlord or such other place as Landlord
may designate, without any set off or deduction whatsoever,  except as otherwise
provided for in the Lease.
         The  parties  hereto,  for  themselves,   their  heirs,   distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:

                                LEASE PROVISIONS
                                ----------------
RENT:
         1. (a) Initial Year.  Tenant shall pay the base rent as above described
and as hereinafter  provided.  This base rent payable at the commencement of the
Lease shall be based upon the base annual  rent of $21.50 per square  foot,  for
each of the first and second  floor,  and base  annual rent of $10.00 per square
foot for the basement space.
                  (b) Years Two (2) through Ten (10).  For years two (2) through
ten (10) of the Lease, commencing with the anniversary of the Lease and for each
year  thereafter,  the annual base rent shall be  increased by 3.5% or the local
Consumer  Price Index,  whichever is less,  but such increase  shall not be less
than 3% or greater than 4%.
                  (c) Work Allowance.  In  consideration of Tenant entering into
the Lease,  Landlord  hereby  grants  Tenant a work  allowance of $150,000 to be
credited towards Tenant's rent obligations in 24 monthly  installments of $6,250
commencing with the first base rent payment due August 1, 1998.


                                        2

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                  (d) Renewal Option.  Tenant shall have the option to renew the
Lease for two (2)  additional  five (5) year terms at an  increased  annual base
rent  consistent  with the terms of Article 1(b). In the event Tenant  exercises
the first five (5) year option,  Landlord  shall give Tenant a work allowance of
$3 per  square  foot for the first and second  floor  space and $1.25 per square
foot for the basement space.  In the event Tenant  exercises the second five (5)
year option,  Landlord shall give Tenant an additional  work allowance of $2 per
square  foot for the first and second  floor space and $1.00 per square foot for
the basement space. In the event Tenant  exercises both five (5) year options at
the same time,  Landlord  shall give Tenant a work allowance of $5.00 per square
foot for the first and  second  floor  space and $2.50 per  square  foot for the
basement space.  Such work allowance for renewal terms shall be credited towards
Tenant's base rent payment  obligations  during the applicable  renewal  term(s)
such that Tenant  shall not be  obligated  to make base rent  payments  during a
renewal term until the applicable work allowance credit has been credited.


LATE CHARGES:
                  2. If any payment of base rent or additional  rent or any part
of the same,  shall not be received  within ten (10) days after  notice that the
same was due and payable, Tenant shall be liable to pay Landlord interest on the
unpaid sums at an annual rate of ten percent (10%) per annum.


                                        3

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OCCUPANCY:
                  3. Tenant shall use and occupy Demised Premises for any lawful
purpose  except  that  Tenant  shall not use the  Demised  Premises  for  retail
purposes except to an immaterial extent.

ALTERATIONS:
                  4.  Tenant  shall  make  no  structural  changes  in or to the
Demised  Premises of any nature without  Landlord's  prior written consent which
shall not be unreasonably  withheld.  Landlord will respond within ten (10) days
of submission to it of Tenant's plans and in the event Landlord does not consent
to Tenant's request, it shall give detailed reasons for denial of consent,  with
the view that if Tenant can respond to or address Landlord's concerns,  Landlord
will approve Tenant's requests  therefor.  For the purposes of the Lease, to the
extent Landlord conditions its approval of structural changes on Tenant removing
such structural  changes and/or  restoring the Demised Premises to its condition
prior to such  structural  changes at the expiration of the Term,  Landlord's so
conditioning  its approval  shall not be deemed to be  "reasonable"  unless such
structural  changes alter the Demised  Premises (i) in a manner  materially  and
fundamentally  inconsistent  with office or storage use, or (ii) so as to result
in a material  reduction of square footage in the Demised  Premises.  Subject to
the  provisions  of  this  article,   Tenant,  at  Tenant's  expense,  may  make
alterations,  installations,  additions  or  improvements  in or to the  Demised
Premises which are non-structural by using licensed contractors or


                                        4

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mechanics.  All  fixtures  and all  panelling,  partitions,  railings  and  like
installations,  installed  in the  premises,  either by Tenant or by Landlord on
Tenant's  behalf,  shall, to the extent  remaining at the expiration of the Term
and any renewal terms (the "Lease  Expiration") become the property of Landlord.
Nothing in this article shall be construed to prevent  Tenant's removal of trade
fixtures,  so long as the Demised  Premises  are left in vacant and  broom-clean
condition  at the Lease  Expiration.  All  property  permitted or required to be
removed by Tenant at the Lease  Expiration  and remaining in the premises  after
Tenant's removal shall be deemed abandoned and may, at the election of Landlord,
either be retained as Landlord's property or may be removed from the premises by
Landlord at Tenant's  expense.  Tenant  shall,  before  making any  alterations,
additions,  installations or improvements,  at its expense,  obtain all permits,
approvals and  certificates  as may be required by any  governmental  bodies and
(upon  completion of alteration)  obtain  certificates of final approval thereof
and shall  deliver  copies of all such  permits,  approval and  certificates  to
Landlord. Tenant further agrees to carry and will cause Tenant's contractors and
sub-contractors  to  carry  such  workman's  compensation,   general  liability,
personal and property  damage  insurance  as Landlord  may  reasonably  require.
Tenant  agrees to obtain and  deliver to  Landlord,  written  and  unconditional
waivers of mechanic's liens upon the real property in which the Demised Premises
are located for all work, labor and services to be performed and materials to be
furnished in connection with such


                                        5

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work,  signed by all contractors,  sub-contractors,  materialmen and laborers to
become involved in such work.  Notwithstanding the foregoing,  if any mechanic's
lien is filed  against the Demised  Premises,  or the building of which the same
forms a part,  for work claimed to have been done for or materials  furnished to
Tenant,  whether  or not  done  pursuant  to this  article,  the  same  shall be
discharged by Tenant within sixty (60) days  thereafter,  at Tenant's expense or
by the filing of bond in connection therewith.

REPAIRS:
                  5. Landlord shall maintain and repair all items  ordinarily or
customarily  identified  as capital  items or  expenditures  including,  without
limitation,  significant  repairs or expenses relating to the replacement of the
roof, HVAC system, elevator and exterior walls, and Landlord shall also maintain
all structural  elements of the Building and shall make all structural  repairs.
In addition,  Landlord at its expense, shall maintain and repair the parking lot
so as to  ensure no less than 45  parking  spaces  and  Landlord  shall,  at its
expense,  maintain  the  landscaping  in a clean  and  kempt  manner in at least
comparable condition to similar buildings.  Landlord shall allow Tenant to erect
on the  outside of the  building a sign or signs,  or a hoist,  lift or sidewalk
elevator for the  exclusive use of Tenant,  Tenant shall  maintain such exterior
installations  in good  appearance  and shall cause the same to be operated in a
good and workmanlike manner and condition, at Tenant's own cost and expense, and
shall cause the


                                        6

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same to be covered by the insurance  provided for hereafter in Article 9. Tenant
shall,  throughout the term of the Lease, take good care of the Demised Premises
and the  fixtures and  appurtenances  therein and, at its sole cost and expense,
make all non-structural  repairs thereto (excluding HVAC, plumbing or electrical
lines  unless the work was  performed  by Tenant) as and when needed to preserve
them in good working order and condition, reasonable wear and tear, obsolescence
and damage from the elements, fire or other casualty, excepted.  Notwithstanding
the foregoing, all damage or injury to the Demised Premises or to any other part
of the  building,  or to its  fixtures,  equipment  and  appurtenances,  whether
requiring  structural or  non-structural  repairs,  caused by or resulting  from
carelessness,  omission,  neglect or improper  conduct of Tenant,  its servants,
employees,  invitees or licensees  (collectively,  "Agents"),  shall be repaired
promptly by Tenant at its sole cost and expense, to the reasonable  satisfaction
of Landlord. Tenant shall also repair all damage to the building and the Demised
Premises  caused by the moving of Tenant's  fixtures,  furniture  or  equipment.
Notwithstanding  the foregoing,  all damage or injury to the Demised Premises or
to  any  other  part  of  the  building,  or  to  its  fixtures,  equipment  and
appurtenances, whether requiring structural or non-structural repairs, caused by
or  resulting  from  carelessness,  omission,  neglect  or  improper  conduct of
Landlord or its Agents,  shall be repaired promptly by Landlord at its sole cost
and expense,  to the  reasonable  satisfaction  of Tenant.  Landlord  shall also
repair all


                                        7

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damage  to the  building  and the  Demised  Premises  caused  by the  moving  of
Landlord's fixtures,  furniture or equipment. All the aforesaid repairs shall be
of quality or class  similar to the  original  work or  construction.  If Tenant
fails  within  thirty (30) days'  notice to proceed  with due  diligence to make
repairs  required to be made by Tenant,  the same may be made by Landlord at the
expense of Tenant and the expenses thereof incurred by Landlord shall be paid by
Landlord and shall be collectible as additional  rent after  rendition of a bill
or statement  therefor.  If Landlord  fails  within  thirty (30) days' notice to
proceed with due diligence to make repairs required to be made by Landlord,  the
same may be made by Tenant at the expense of Landlord and the  expenses  thereof
incurred  by  Tenant  shall  be paid by  Landlord  within  ten (10)  days  after
rendition  of a bill or  statement  therefor.  To the extent  Tenant  makes such
payments on behalf of  Landlord  and  Landlord  does not pay the bill within ten
(10) days after  rendition,  Tenant  shall be entitled  to offset such  payments
against  the base rent or  additional  rent  amounts  next due.  If the  Demised
Premises be or become  infested with vermin,  Tenant shall at Tenant's  expense,
cause  the same to be  exterminated  from  time to time to the  satisfaction  of
Landlord.  Tenant shall give  Landlord  prompt  written  notice of any defective
conditions  in any  plumbing,  heating  system or  electrical  lines located in,
servicing or passing through the Demised  Premises and following such notice and
Landlord  shall remedy the condition  with due  diligence at Landlord's  expense
unless the condition was caused by Tenant. Except as specifically


                                        8

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provided in this  Article,  Article 10,  Article 19 or  elsewhere  in the Lease,
there shall be no allowance to the Tenant for the diminution of rental value and
no  liability on the part of Landlord by reason of  inconvenience,  annoyance or
injury to business arising from Landlord,  Tenant or others making or failing to
make any repairs, alterations, additions or improvements in or to any portion of
the building or the Demised Premises or in and to the fixtures  appurtenances or
equipment  thereof.  The provisions of this Article 5 with respect to the making
of repairs shall not apply in the case of fire or other casualty which are dealt
with in Article 10 hereof.

WINDOW CLEANING:
                  6. Tenant,  at its expense,  shall be responsible to clean the
interior of the windows and Landlord,  at its expense,  shall be  responsible to
clean the exterior of the windows.

REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOAD:
                  7.  Landlord  represents  and  warrants  the  Building  is  in
compliance with all Laws (hereinafter  defined).  Upon commencement of the Term,
and at all times thereafter,  Tenant,  at Tenant's sole cost and expense,  shall
promptly comply with all present and future laws,  orders and regulations of all
state, federal,  municipal and local governments,  departments,  commissions and
boards and any direction of any public officer  pursuant to law, and all orders,
rules and regulations of the New York Board of Fire Underwriters or


                                        9

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any similar body which shall impose any  violation,  order of duty upon Landlord
or Tenant with respect to the Demised  Premises of the  building  (collectively,
the "Laws")  arising  out of Tenant's  particular  use or  particular  occupancy
thereof,  except to the extent the Laws apply  generally  to office use in which
event it shall be Landlord's obligation, at its expense, to comply. Prior to the
commencement of the Term, and at all times thereafter,  Landlord,  at Landlord's
sole cost and expense,  shall  promptly  comply with all Laws  applicable to the
Building  except to the extent this Article  imposes the obligation upon Tenant.
Either party, after securing the other party's  satisfaction against all damage,
interest,  penalties and  expenses,  including,  but not limited to,  reasonable
attorneys' fees, by cash deposit or by surety bond in an amount and in a company
satisfactory  to the other party,  may contest and appeal any Laws provided same
is done with all  reasonable  promptness  and  provided  such  appeal  shall not
subject the other party to  prosecution  for a criminal  offense or constitute a
default beyond applicable grace and notice periods or cause the Demised Premises
or any part thereof to be condemned or vacated. Neither party shall do or permit
any act or thing to be done in or to the Demised  Premises  which is contrary to
any Law, or which will  invalidate or be in conflict with any public  liability,
fire or other policies of insurance at any time carried by or for the benefit of
either party with  respect to the Demised  Premises or the building of which the
Demised  Premises form a part,  or which shall or might subject  either party to
any liability or


                                       10

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responsibility  to any person or for property  damage.  Tenant shall not place a
load upon any floor of the Demised Premises  exceeding the floor load per square
foot area which Landlord will represent to Tenant in writing.  Landlord reserves
the right to prescribe the weight and position of all safes,  business  machines
and  mechanical  equipment if the floor load per square foot as  represented  to
Tenant in writing is exceeded. Such installations shall be placed and maintained
by Tenant,  at Tenant's  expense,  in settings  sufficient to absorb and prevent
vibration, noise and annoyance.

SUBORDINATION:
                  8. The Lease shall be subject and subordinate to all ground or
underlying  leases and to all mortgages  which may now or hereafter  affect such
lease  or the real  property  of which  Demised  Premises  are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying  leases and mortgages so long as the parties to such documents  enter
into "non-disturbance"  agreements with Tenant that guarantee to Tenant that for
so long as Tenant is not in default beyond  applicable grace and notice periods,
Tenant's  occupancy  and quiet  enjoyment of the Demised  Premises  shall not be
disturbed,  and is  otherwise  in  accordance  with the  provision of Article 32
hereof. In confirmation of such subordination, Tenant shall execute promptly any
certificate that Landlord may reasonably request.



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TENANT'S LIABILITY INSURANCE, PROPERTY LOSS, DAMAGE INDEMNITY:
                  9.       Landlord agrees, at its expense, to maintain at all
times,  liability and fire and other all-risk casualty insurance in such amounts
and in such forms and type of coverage as would be carried by a prudent Landlord
insuring its building and all such insurance  shall name Tenant as an additional
insured.  Landlord or its agents  shall not be liable for any damage to property
of Tenant or of others  entrusted to employees of the building,  nor for loss of
or damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature, nor
shall  Landlord  or its  Agents be liable  for any such  damage  caused by other
persons in, upon or about said building or caused by operations in  construction
of any  private,  public or quasi  public work except in each case to the extent
caused by the negligence of Landlord or its Agents.  Tenant agrees,  at Tenant's
sole cost and  expenses,  to maintain  general  public  liability  insurance  in
standard  form in favor of Landlord  and Tenant  naming  Landlord as  additional
insured against claims for bodily injury or death or property  damage  occurring
in or upon the Demised  Premises,  effective  from the date  Tenant  enters into
possession  and  during the term of the Lease.  Such  insurance  shall be in the
amount of THREE MILLION  ($3,000,000.00) DOLLARS with carriers acceptable to the
Landlord or its successors.  Tenant's current  insurance carrier shall be deemed
acceptable to Landlord. Copies of such policy or policies or certificate thereof
shall be delivered to the other party. Upon a party's default in obtaining


                                       12

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or delivering any such policy or policies or failure to pay the charges therefor
for any such policy or policies,  the non-defaulting  party shall have the right
to obtain the applicable policy or policies and charge the other for the cost of
same.  Landlord and Tenant each agree to indemnify  and save  harmless the other
from and  against  any and all  liabilities,  obligations,  damages,  penalties,
claims,  costs and  expenses  for which the  other  shall not be  reimbursed  by
insurance, including reasonable attorney's fees, paid, suffered or incurred as a
result of any  breach by a party or such  party's  Agents,  of any  covenant  or
condition of the Lease, or the  carelessness,  negligence or improper conduct of
such party or such party's  Agents.  In case any action or proceeding is brought
against a party by reason of any such claim, the negligent  party,  upon written
notice from the non- negligent  party,  will, at the negligent  party's expense,
resist or defend  such  action or  proceeding  by counsel  approved  by the non-
negligent  party in writing,  such  approval  not to be  unreasonably  withheld.
Notwithstanding  the foregoing,  the parties agree, in good faith, to attempt to
obtain mutual waivers of subrogation.

DESTRUCTION, FIRE AND OTHER CASUALTY:
                  10. (a) If the Demised  Premises or any part thereof  shall be
damaged by fire or other casualty, Tenant shall give immediate notice thereof to
Landlord  and the  Lease  shall  continue  in full  force and  effect  except as
hereinafter set forth.


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                           (b)  If the Demised Premises are partially damaged
or rendered  partially  unusable,  i.e. less than 30% of the Demised Premises as
measured  on a square  footage  basis,  by fire or other  casualty,  the damages
thereto  shall be repaired by and at the expense of Landlord,  and the base rent
and any additional  rent,  until such repair shall be  substantially  completed,
shall be apportioned from the date following the casualty  according to the part
of the premises which is usable, but such undertaking to make such repairs shall
not impair Landlord's right to seek redress and/or  reimbursement for such loss,
costs,  or expenses  which gave rise to such repair.  Such action for redress or
reimbursement  shall not be inconsistent  with the other provisions of the Lease
including, without limitation, any of Tenant's rights.
                           (c) If the Demised Premises are totally damaged or
rendered  wholly  unusable  by fire or other  casualty,  then the rent  shall be
proportionately  paid up to the time of the casualty and thenceforth shall cease
until the earlier of (x) 150 days, or (y) the date when the premises  shall have
been fully  repaired and restored by Landlord,  subject to  Landlord's  right to
elect not to restore, the same as hereinafter provided.
                           (d)      If the Demised Premises are rendered wholly
unusable  or (whether  or not the  Demised  Premises  are damaged in whole or in
part) if the building  shall be so damaged that the Landlord shall in good faith
decide to demolish it or to rebuild it, then,  in any of such  events,  Landlord
may elect to  terminate  the Lease by  written  notice  to Tenant  given  within
forty-five (45)


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days after such fire or casualty  specifying  a date for the  expiration  of the
lease,  which date shall not be more than  thirty  (30) days after the giving of
such notice,  and upon the date specified in such notice, the Lease shall expire
as fully and  completely  as if such date were the date set forth  above for the
termination of the Lease and Tenant shall forthwith  quit,  surrender and vacate
the premises without  prejudice  however,  to either party's rights and remedies
against  the  other  under  the  lease   provisions  in  effect  prior  to  such
termination,  and any base rent and  additional  rent owing  shall be paid up to
such date and any payments of base rent and additional rent made by Tenant which
were on account of any period  subsequent  to such date, as well as any security
plus interest earned thereon, shall be returned to Tenant.
                  Unless  Landlord shall serve a termination  notice as provided
for  herein,  Landlord  shall  make  the  repairs  and  restorations  under  the
conditions  of (b) and (c) hereof,  with all  reasonable  expedition  subject to
delays due to adjustment of insurance  claims,  labor troubles and causes beyond
Landlord's control. To the extent Landlord has not completed its repairs so that
Tenant shall have full enjoyment and use of the Demised Premises within 150 days
from  the  date of fire or  other  casualty,  Tenant  shall  have  the  right to
terminate the Lease and upon lease termination of the Lease, neither party shall
have any obligation to the other except for those  obligations  expressly stated
to survive the Lease Expiration.


                                       15

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                  Notwithstanding the foregoing,  each party shall look first to
any  insurance in its favor before  making any claim against the other party for
recovery for loss or damage  resulting from fire or other  casualty,  and to the
extent  that  such  insurance  is in force  and  collectible  and to the  extent
permitted by law,  Landlord and Tenant each hereby releases and waives all right
of recovery  against the other or any one claiming through or under each of them
by way of subrogation or otherwise. The foregoing release and waiver shall be in
force only if both releasors' insurance policies contain a clause providing that
such a release or waiver shall not invalidate  the insurance and also,  provided
that  such  a  policy  can  be  obtained  without  additional  premiums.  Tenant
acknowledges that Landlord will not carry insurance on Tenant's furniture and/or
furnishings  or  any  fixtures  or  equipment,  improvements,  or  appurtenances
removable  by Tenant and Tenant  agrees that  Landlord  will not be obligated to
repair any damage  thereto or replace  the same  except to the extent  caused by
Landlord's  or its Agents'  negligence.  Any  differences  or  disputes  between
Landlord and Tenant in respect to any matters in this article shall be summarily
determined by submitting the same to the American Arbitration Association in New
York City, New York. Both parties shall cooperate in expediting the hearing.

EMINENT DOMAIN:
                  11. If the whole or any part of the Demised  Premises shall be
acquired or condemned by Eminent Domain for any public or


                                       16

<PAGE>



quasi public use or purpose, then and in that event, the term of the Lease shall
cease and  terminate  from the date of title  vesting  in such  proceeding.  The
parties agree to jointly  pursue any claim against the  applicable  authorities,
and the  parties  agree,  in good  faith,  to  allocate  between  them any award
received.

ASSIGNMENT, MORTGAGE, ETC.:
                  12. Tenant,  for itself, its heirs,  distributees,  executors,
administrators,   legal  representatives,   successors  and  assigns,  expressly
covenants  that it shall not assign,  mortgage or encumber this  agreement,  nor
underlet,  or suffer or permit the Demised  Premises  or any part  thereof to be
used by others,  without the prior written consent of Landlord in each instance,
which consent  shall not be  unreasonably  withheld or delayed.  If the 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  beyond  applicable
grace and notice periods by Tenant,  collect rent from the assignee under-Tenant
or occupant, and apply the net amount collected to the rent herein reserved, but
no such  assignment,  underletting,  occupancy or  collection  shall be deemed a
waiver of this  covenant,  or the  acceptance of the assignee,  under-Tenant  or
occupant  as Tenant,  or a release of Tenant  from the  further  performance  by
Tenant of  covenants  on the part of Tenant  herein  contained.  The  consent by
Landlord to an assignment or underletting shall not, in any way, be construed to
relieve Tenant from obtaining the express consent in writing of Landlord to any


                                       17

<PAGE>



further assignment or underletting. Notwithstanding the foregoing, any sublet or
assignment  by Tenant to an entity  controlling,  controlled  by or under common
control of, Tenant or any transaction  involving the merger or  consolidation of
Tenant or the transfer of stock of Tenant shall not be deemed an  assignment  or
sublet transaction requiring the consent of Landlord.

UTILITIES, WATER, SEWER AND TAXES:
                  13.               (a)  Utility (Gas and Electric).  Tenant
                                         --------------------------
shall be responsible for all costs an expenses associated with utility usage
supplied to the premises as periodically billed to the premises as
well as additional assessments that may occur, from time to time,
on bills to or usages by user of electricity.  Tenant shall not
have any obligation for capital expenses associated with the
providing of utility usage to the premises.  Tenant covenants and
agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building or the
risers or wiring installation and Tenant may not use any electrical
equipment which, in Landlord's opinion, reasonably exercised, will
overload such installations.  The change at any time of the
character of electric service shall in no way make Landlord liable
or responsible to Tenant, for any loss, damages or expenses which
Tenant may sustain.  Notwithstanding the foregoing, to the extent
Tenant does not have reasonable electric service as would be
required by a normal office, Tenant shall from the third business


                                       18

<PAGE>



day of such non-availability of reasonable electric service, abate base rent and
additional rent.
                  (b) Water and Sewer.  The Tenant shall be responsible  for all
water and sewer  charges  together with other rents,  taxes,  levies and charges
which may be imposed upon the property related to water and sewer use other than
capital  charges  associated  with  providing of water and sewer services to the
Demised  Premises.  Tenant covenants and agrees to make all payments in a timely
manner  and shall pay the sewer  rent,  charge or any other tax,  rent,  levy or
charge related to such water and sewer usage which now or hereafter is assessed,
imposed or a lien upon the Demised Premises or the realty of which they are part
pursuant to law, order or regulation  made or issued in connection with the use,
consumption,  maintenance  or supply of water,  water system or sewage or sewage
connection or system. In the event the Tenant does not pay these costs directly,
the  Landlord  reserves  the right to bill the Tenant for such usage cost and/or
expense.  The bill rendered by Landlord for any one or more of these items shall
be payable by Tenant as additional  rent.  Landlord may install a water meter at
Landlord's  expense and  thereby  measure  Tenant's  water  consumption  for all
purposes. Tenant agrees to pay for water consumed, as shown on said meter as and
when bills are  rendered,  and on  default  beyond  applicable  grace and notice
periods in making such  payment  Landlord  may pay such  charges and collect the
same from Tenant.
                  (c)      Real Estate Taxes.  Tenant shall be responsible for
the payment of one hundred (100%) percent of the increase in real


                                       19

<PAGE>



estate taxes applicable to the tax parcel known as Section 2, Lot 209, Block 242
during  the term of the  Lease,  which is in  excess  of the real  estate  taxes
imposed for the base year 1998/1999.
                  If during the term of the Lease the present method of taxation
or assessment  shall be so changed that there shall be substituted,  in whole or
in part, for real estate taxes as set forth herein, a tax, the proceeds of which
are  applied  wholly or partly in payment  of all or a portion of the  municipal
and/or  county  obligations  or  services  which are being  paid or borne by the
present  method of taxation of the Town of North  Hempstead,  Village of Russell
Gardens  real  estate,  and Landlord is obligated to pay such tax as applied for
such purpose or purposes,  which is  attributable  to or results from Landlord's
ownership of the land and building in which the Demised  Premises are located or
the value thereof and/or the rents derived therefrom, such tax shall be added to
the amount of real estate taxes assessed against the land and building and shall
be the  responsibility of the Tenant provided,  however,  that there shall be an
appropriate  adjustment  so as to  account  for the  fact  that  Tenant  is only
obligated to pay taxes in excess of the base year 1998/99.

ACCESS TO PREMISES:
                  14. (a) Tenant shall have access to the premises no later than
June 16,  1998.  For each day after June 16, 1998 Tenant does not have access to
the Demised Premises,  there shall be a day for delay in the commencement of the
base rent and other rent


                                       20

<PAGE>



obligations  from the  intended  August  1,  1998 rent  commencement  date.  For
illustration purposes, if Tenant is not granted access until June 30, 1998, base
rent and any other rent  obligations  shall not commence  until August 14, 1998,
although Tenant will have been granted access from June 30, 1998.
                  (b) To the extent Tenant is not granted occupancy by August 1,
1998,  the Tenant shall have the  unilateral  right to terminate  the Lease upon
written notice delivered to Landlord.  Subject to the second to last sentence in
this Article,  Landlord or Landlord's  Agents shall have the right(but shall not
be obligated) to enter the Demised Premises in an emergency at any time, and, at
other  reasonable  times  upon  notice,  to  examine  the same and to make  such
repairs,  replacements  and  improvements  as Landlord  may deem  necessary  and
reasonably  desirable  to the Demised  Premises  or to any other  portion of the
building  or which  Landlord  may elect to perform  following  Tenant's  failure
(after  applicable  notice and grace period) to make repairs or perform any work
which  Tenant is  obligated  to perform  under the Lease,  or for the purpose of
complying  with Laws.  Tenant  shall  permit  Landlord to use and  maintain  and
replace pipes and conduits in and through the Demised  Premises and to erect new
pipes and conduits therein  provided there is no interference  with Tenant's use
and enjoyment of the Demised  Premises and provided there is no reduction in the
Demised  Premises  on  account  of  Landlord's  actions  other than a de minimis
reduction.  Subject to the foregoing,  Landlord may,  during the progress of any
work in the Demised Premises, take all necessary materials and


                                       21

<PAGE>



equipment into said premises without the same constituting an eviction nor shall
Tenant be entitled to any abatement of rent (subject to the foregoing  sentence)
while  such  work  is in  progress  nor to any  damages  by  reason  of  loss or
interruption  of business or  otherwise.  Throughout  the term hereof,  Landlord
shall have the right,  after notice, to enter the Demised Premises at reasonable
hours  for the  purpose  of  showing  the  same  to  prospective  purchasers  or
mortgagees of the  building,  and during the last six (6) months of the term (or
the last applicable renewal term if renewal options have been exercised) for the
purpose of showing the same to prospective  Tenants and may, during said six (6)
months  period,  place under the  premises  the usual  notices "To Let" and "For
Sale" which notices Tenant shall permit to remain thereon  without  molestation.
In an emergency  only,  and only after having  exercised  reasonable  efforts to
contact Tenant's building  manager,  if Tenant is not present to open and permit
an entry into the  premises,  Landlord or  Landlord's  agents may enter the same
whenever such entry may be necessary or  permissible  by master key or forcibly,
and provided  reasonable care is exercised to safeguard Tenant's  property,  and
such entry shall not render Landlord or Landlord's  Agents liable therefor,  nor
in any event shall the  obligations of Tenant  hereunder be affected.  If during
the last month of the term Tenant shall have removed all or substantially all of
Tenant's property therefrom,  Landlord may immediately enter, alter, renovate or
redecorate  the Demised  Premises  without  limitation  or abatement of rent, or
incurring liability to Tenant for any compensation and


                                       22

<PAGE>



such act shall have no effect on the Lease or Tenant's obligations
hereunder.

BANKRUPTCY:
                  15. (a) If, at the date fixed as the commencement of the Term,
or if at any time  during the Term  hereby  demised  there  shall be filed by or
against  Tenant in any court pursuant to any statute either of the United States
or of any state, a petition in bankruptcy or insolvency or for reorganization or
for the  appointment  of a receiver  or trustee of all or a portion of  Tenant's
property,  and within one hundred  twenty  (120) days  thereof,  Tenant fails to
secure a dismissal  thereof,  or if Tenant make an assignment for the benefit of
creditors or petition for or enter into an arrangement, the Lease, at the option
of Landlord, exercised within a reasonable time after notice of the happening of
any one or more of such  events,  may be  cancelled  and  terminated  by written
notice to the Tenant (but if any of such events occur prior to the  commencement
date, the Lease shall be ipso facto  cancelled and  terminated) and whether such
cancellation and termination  occur prior to or during the Term,  neither Tenant
nor any person  claiming  through or under Tenant by virtue of any statute or of
any  order of any  court,  shall be  entitled  to  possession  or to  remain  in
possession of the premises  demised but shall  forthwith  quit and surrender the
premises,  and Landlord,  in addition to the other rights and remedies  Landlord
has by virtue of any other provision  herein or elsewhere in the Lease contained
or by virtue of any


                                       23

<PAGE>



statute or rule of law, may retain as  liquidated  damages,  any rent,  security
deposit or moneys received by him from Tenant or others on behalf of Tenant.  If
the Lease shall be assigned in accordance with its terms, the provisions of this
Article 15 shall be applicable only to the party then owning  Tenant's  interest
in the Lease.
                  (b) If, at the date fixed as the  commencement of the Term, or
if at any time during the Term hereby demised there shall be filed by or against
Landlord in any court  pursuant to any statute either of the United States or of
any state, a petition in bankruptcy or insolvency or for  reorganization  or for
the  appointment  of a  receiver  or  trustee  of all or a portion  of  Tenant's
property,  and within one hundred  twenty (120) days thereof,  Landlord fails to
secure a dismissal thereof, or if Landlord make an assignment for the benefit of
creditors or petition for or enter into an  arrangement,  the Lease, at the sole
option  of  Tenant,  exercised  within a  reasonable  time  after  notice of the
happening of any one or more of such events,  may be cancelled and terminated by
written  notice to the  Landlord  (but if any of such events  occur prior to the
commencement  date, the Lease shall be ipso facto  cancelled and terminated) and
whether such  cancellation  and  termination  occur prior to or during the term,
neither Tenant nor any person claiming  through or under Tenant by virtue of any
statute or of any order of any court,  shall be  entitled  to  possession  or to
remain in  possession  of the  premises  demised  but shall  forthwith  quit and
surrender the premises, and


                                       24

<PAGE>



Tenant, in addition to the other rights and remedies Tenant shall be entitled to
the  return of any  pre-paid  has by virtue  of any  other  provision  herein or
elsewhere  in the Lease  contained  or by virtue of any  statute or rule of law,
Tenant  rent,  security  deposit or moneys  received by Landlord  from Tenant or
others on behalf of Tenant.  If the Lease shall be assigned in  accordance  with
its terms,  the  provisions of this Article 15 shall be  applicable  only to the
party then owning Tenant's interest in the Lease.
                  (c) It is  stipulated  and  agreed  that in the  event  of the
termination  of the Lease  pursuant to (a)  hereof,  Landlord  shall  forthwith,
notwithstanding  any other provisions of the Lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference  between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and  reasonable  rental value of the Demised  Premises
for the same period.  In the computation of such damages the difference  between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable  rental value of the Demised Premises for the period for
which  such  installment  was  payable  shall  be  discounted  to  the  date  of
termination at the rate of seven percent (7%) per annum. If such premises or any
part thereof be re-let by the Landlord for the unexpired term of said lease,  or
any part thereof, Landlord having acted in good faith used reasonable efforts to
re-let the premises,  before presentation of proof of such liquidated damages to
any  court,  commission  or  tribunal,  the  amount of rent  reserved  upon such
reletting shall be


                                       25

<PAGE>



deemed to be the fair and  reasonable  rental value for the part of the whole of
the premises so re-let during the term of the re- letting.
                  (d)   Notwithstanding   any  other  provision  herein  to  the
contrary, the Tenant hereby warrants its solvency to the Landlord, as defined by
State law.
                  (e)   Notwithstanding   any  other  provision  herein  to  the
contrary, the Tenant hereby warrants its solvency to the Landlord, as defined by
State law.

DEFAULT:
                  16.  (a) If  (x)  Tenant  defaults  in  fulfilling  any of the
covenants of the Lease other than the  covenants for the payment of base rent or
additional rent or additional rent (as to which payments Tenant shall be limited
to a ten day period to cure  after  notice);  or (y) the  Demised  Premises  are
damaged by reason of negligence or carelessness of Tenant,  or its Agents; or if
any execution or attachment  shall be issued  against  Tenant or any of Tenant's
property  whereupon the Demised  Premises  shall be taken or occupied by someone
other  than  Tenant;  or if the  Tenant  shall be in  default  under  any  other
provisions  of the Lease and the same is not cured within 30 days after  written
notice unless Tenant has commenced cure and is diligently pursuing completion of
the cure in which event the 30 days shall be  extended  for as long as Tenant is
diligently  pursuing the curing of the alleged default; or (z) Tenant shall fail
to move into or take possession of the premises


                                       26

<PAGE>



within sixty (60) days after the commencement of the term of the Lease; then, in
any one or more of such events,  upon  Landlord  serving a written ten (10) days
notice upon Tenant  specifying the nature of said incurred  default and upon the
expiration  of said ten (10) days, if Tenant shall have failed to comply with or
remedy such default,  or if the said default or omission  complained of shall be
of a nature that the same cannot be completely cured or remedied within said ten
(10) day period,  and if Tenant shall not have diligently  commenced curing such
default  within  such  ten  (10) day  period,  and  shall  not  thereafter  with
reasonable diligence and good faith proceed to remedy or cure such default, then
Landlord may serve a written five (5) days notice of  cancellation  of the Lease
upon Tenant,  and upon the  expiration of said five (5) days,  the Lease and the
term  thereunder  shall  end  and  expire  as  fully  and  completely  as if the
expiration of such five (5) day period were the day herein  definitely fixed for
the  Lease  Expiration  and the term  thereof  and  Tenant  shall  then quit and
surrender  the Demised  Premises to Landlord,  but Tenant shall remain liable to
Landlord as hereinafter provided.
                  (b) If Landlord defaults in fulfilling any of the covenants of
the Lease for a period of ten business  days after notice -- except in the event
of an  emergency  in which case such notice  period as is  reasonable  under the
circumstances  (which  may  include no notice)  shall be the  applicable  notice
period -- the Tenant  may  proceed to cure the  default  at  Landlord's  expense
without incurring any liabilities. Further, if Landlord fails to


                                       27

<PAGE>



reimburse Tenant within ten (10) days after notice then Tenant shall be entitled
to deduct  the cost of such cure from the next  existing  rent  payment  or rent
payments due under the Lease.
                  (c) If the notices  provided for in (a) hereof shall have been
given, and the term shall expire as aforesaid; or if Tenant shall default beyond
the  applicable  grace and notice  periods set forth above in the payment of the
rent reserved herein or any item of additional rent herein mentioned or any part
of either or in making any other  payment  herein  required;  then and in any of
such events Landlord may without notice, re-enter the Demised Premises either by
force or otherwise,  and dispossess Tenant by summary  proceedings or otherwise,
and the legal  representative  of Tenant or other occupancy of Demised  Premises
and remove  their  effects  and hold the  premises  as if the Lease had not been
made,  and Tenant hereby waives the service of notice of intention to reenter or
to institute  legal  proceedings  to that end.  Notwithstanding  the  foregoing,
Landlord shall not have the right to terminate for the non-payment of rent until
after Landlord shall have commenced non-payment  proceedings or similar judicial
remedies  against Tenant in three separate  months (for three separate months of
actual default) in a calendar year.

REMEDIES OF LANDLORD AND WAIVER OF REDEMPTION:
                  17. In case of any such default,  re-entry,  expiration and/or
dispossess by summary  proceedings  or otherwise;  (a) the rent shall become due
thereupon  and be paid  up to the  time of  such  re  entry,  dispossess  and/or
expiration,  together  with such  reasonable  expenses as Landlord may incur for
legal expenses,  attorneys' fees,  brokerage and/or putting the Demised Premises
in good order,  or for  preparing  the same for  re-rental;  and/or (b) provided
Landlord acts in good faith and exercises reasonable efforts to mitigate damages
by re-renting the Demised Premises, Landlord may re-let the premises or any part
or parts  thereof,  either in the name of Landlord or  otherwise,  for a term or
terms  which may at  Landlord's  option be less than or exceed the period  which
would  otherwise have  constituted  the balance of the Term of the Lease and may
grant concessions or free rent or charge a higher rental than that in the Lease;
and/or (c) Tenant or the legal representatives of Tenant shall also pay Landlord
as  liquidated  damages for the  failure of Tenant to observe  and perform  said
Tenant's  covenants  herein  contained,  any deficiency  between the rent hereby
reserved and/or  covenanted to be paid and the net amount,  if any, of the rents
collected  on account of the lease or leases of the  Demised  Premises  for each
month of the period which would  otherwise have  constituted  the balance of the
Term of the Lease.  The good faith  failure or refusal of Landlord to re-let the
premises  or any part or parts  thereof  shall not  release  or affect  Tenant's
liability for damages.  Notwithstanding  the foregoing,  Landlord shall not have
the  right to  "accelerate"  rent or  receive  liquidated  damages  until  after
Landlord  shall have  commenced  non-payment  proceedings  or  similar  judicial
remedies  against Tenant in at least three  separate  months (for three separate
months of actual default) in a calendar year.


                                       28

<PAGE>



In computing such liquidated damages there shall be added to the said deficiency
such reasonable  expenses as Landlord may incur in connection  with  re-letting,
such as legal expenses, attorneys' fees, brokerage,  advertising and for keeping
the  demised  premised  premises  in good  order or for  preparing  the same for
re-letting. Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent day  specified  in the Lease and any suit  brought to collect
the amount of the  deficiency  for any month shall not  prejudice in any way the
rights of Landlord  to collect  the  deficiency  for any  subsequent  month by a
similar proceeding.  Landlord,  in putting the Demised Premises in good order or
preparing  the  same  for  re-rental  may,  at  Landlord's  option,   make  such
alterations,  repairs, replacements,  and/or decorations in the Demised Premises
as Landlord, in Landlord's sole judgment,  considers advisable and necessary for
the  purpose  of  re-letting  the  Demised  Premises,  and  the  making  of such
alternations,  repairs, replacements, and/or decorations shall not operate or be
construed to release  Tenant from  liability  hereunder as  aforesaid.  Landlord
shall in no event be liable in any way  whatsoever  for  failure  to re-let  the
Demised  Premises  although  Landlord shall be obligated to act in good faith in
attempting to mitigate  damages by re-letting  the Demised  Premises,  or in the
event that the  Demised  Premises  are  re-let,  for failure to collect the rent
thereof  under such re-  letting,  and in no event  shall  Tenant be entitled to
receive any excess, if any, of such net rents collected over the sums payable by
Tenant to Landlord hereunder.


                                       29

<PAGE>



                  Mention  in the  Lease  of any  particular  remedy  shall  not
preclude Landlord or Tenant, after expiration of all applicable grace and notice
periods from any other remedy that it may be entitled to in law or in equity.

FEES AND EXPENSES:
                  18. If Tenant shall default in the  observance or  performance
of any term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or  provisions  in any  article of the  Lease,  then,
unless otherwise provided elsewhere in the Lease, Landlord may immediately or at
any time  thereafter  and  without  notice  perform  the same for the account of
Tenant, and if Landlord makes any expenditures or incurs any obligations for the
payment  of  money  in  connection  therewith  including,  but not  limited  to,
reasonable  attorneys'  fees incurred in connection with the Lease for services,
including, but not limited, to efforts in instituting,  prosecuting or defending
any action or proceeding  such sums paid or  obligations  incurred with interest
and costs shall be deemed to be additional  rent  hereunder and shall be paid by
Tenant to Landlord within thirty (30) days of rendition of any bill or statement
to Tenant therefor.

NO REPRESENTATIONS BY LANDLORD:
                  19. (a) Except as set forth in the Lease, neither Landlord nor
Landlord's Agents have made any  representations or promises with respect to the
physical condition of the building,


                                       30

<PAGE>



the land upon which it is erected  or the  Demised  Premises,  the  expenses  of
operation  or any other  matter or thing  affecting  or related to the  premises
except as herein  expressly  set forth and no rights,  easements or licenses are
acquired by Tenant by implication or otherwise  except as expressly set forth in
the  provisions  of the  Lease.  Except as set forth in the  Lease,  Tenant  has
inspected  the building and the Demised  Premises and is  thoroughly  acquainted
with their condition,  and agrees to take the same "as is" and acknowledges that
the taking of possession  of the Demised  Premises by Tenant shall be conclusive
evidence  that the said  premises and the building of which the same form a part
were in good and  satisfactory  condition  at the time  such  possession  was so
taken, except as to latent defects. All understandings and agreements heretofore
made between the parties hereto are merged in this  contract,  which alone fully
and  completely  expresses  the  agreement  between  Landlord and Tenant and any
executory  agreement  hereafter  made shall be  ineffective  to change,  modify,
discharge  or  effect  an  abandonment  of it in whole or in part,  unless  such
executory  agreement  is in  writing  and  signed  by  the  party  against  whom
enforcement of the change, modification, discharge or abandonment is sought.
                  (b)  Notwithstanding  the foregoing,  Landlord  represents and
warrants the Building and associated  land is in compliance  with all applicable
Laws. With respect to the parking lot, Landlord  represents and warrants that it
will  repair,  regrade,  repave and  restripe  the  parking  lot to a  condition
reasonably acceptable to


                                       31

<PAGE>



Tenant,  prior to commencement of the Term so to provide no less than 45 parking
spaces.  Landlord  further  agrees to  hereafter  maintain  the  parking  lot in
condition  reasonably  satisfactory to Tenant.  Landlord further  represents and
warrants  that  it  will  repair  the  facade  of the  building  to a  condition
reasonably  acceptable to Tenant prior to commencement of the Term and hereafter
Landlord  further  agrees to maintain  the facade of the building in a condition
reasonably acceptable to Tenant. Landlord also agrees that prior to commencement
of the Term it will landscape the property to a condition reasonably  acceptable
to Tenant and hereafter Landlord further agrees to maintain the landscaping in a
condition reasonably acceptable to Tenant.
                  To the extent either party breaches the obligations  stated in
this  paragraph,  or if the  presence of any  Hazardous  Materials  (hereinafter
defined) in or about the Demised  Premises  caused or  permitted by either party
results in  contamination  of the premises,  or if  contamination of the Demised
Premises  by any  Hazardous  Materials  otherwise  occurs  for  which a party is
legally  liable,  then such party shall indemnify the other party and its agents
against all claims, judgments,  damages, penalties, fines, costs, liabilities or
losses  (including,  as may be applicable,  diminution in value of the premises,
damages  arising  from any  adverse  impact on  marketing  of space,  moving and
relocation  costs  and sums  paid in  settlement  of  claims,  attorneys'  fees,
consultant  fees and  expert  fees)  which  arise  during or after the term as a
result of such breach and/or contamination. This indemnification


                                       32

<PAGE>



includes  but  is  not  limited  to  costs  incurred  in  connection   with  any
investigation  of  side  conditions  and  any  clean-up,  remedial,  removal  or
restoration  work required by any governmental or  quasi-governmental  authority
because of any Hazardous  Materials being present in the soil or ground water on
or under the premises.  Without  limiting the foregoing,  if the presence of any
Hazardous  Materials on the premises  caused or permitted by a party  results in
contamination of the premises, such party shall promptly take all actions at its
sole expense as are necessary to return the premises to their condition existing
prior to the introduction of such Hazardous Materials to the premises;  provided
that the other party's  approval of such actions shall first be obtained,  which
approval  shall not be  unreasonably  withheld so long as such actions would not
potentially  have any material  adverse  long-term or  short-term  effect on the
premises.
                  As used  herein,  the term  "Hazardous  Materials"  means  any
hazardous or toxic substance, material or waste which is or becomes regulated by
any governmental or quasi-governmental  authority; such term includes but is not
limited to any material or substance which is (a) petroleum, (b) designated as a
"hazardous  substance"  pursuant to Section 311 of the Federal  Water  Pollution
Control Act (33 USC Section 1317),  (c) defined as a "hazardous  waste" pursuant
to Section 1004 of the Federal  Resource  Conservation  and Recovery Act, 12 USC
Section 6901,  et seq. (12 USC,  Section  6903),  or (d) defined as a "hazardous
substance" pursuant to Section 101 of the Comprehensive  Environmental Response,
Compensation and Liability


                                       33

<PAGE>



Act, 42 USC Section 9601, et seq. (42 USC,  Section 9601).  Notwithstanding  the
foregoing, routine quantities of items that may be deemed as Hazardous Materials
or Hazardous  Substances shall not be deemed as such if they are in such amounts
and such  quantities  as would  customarily  be used in or  stored  in an office
environment by a tenant similar to Tenant.
                  For the purpose of determining  compliance  with this article,
each party  hereby  grants  the other and its Agents the right to cause  testing
and/or  examination  of the premises to be made from time to time at the testing
party's expense.
                  (C) Survival.  This Article  shall  survive the  expiration or
earlier termination of the Lease.

END OF TERM:
                  20.  Upon the Lease  expiration  or other  termination  of the
Lease,  Tenant shall quit and surrender to Landlord the Demised Premises,  broom
clean,  in good order and condition,  ordinary wear  excepted,  and Tenant shall
remove all its property. Tenant's obligation to observe or perform this covenant
shall survive the Lease Expiration.  If the last day of the term of the Lease or
any renewal  thereof,  falls on Sunday,  the Lease  shall  expire at noon on the
Saturday immediately before (i.e., the day before) unless it is a legal holiday,
in which case, it shall expire at noon on the preceding business day.


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<PAGE>



ENVIRONMENTAL:
                  21. Landlord represents and warrants that the Demised Premises
presently  comply with all  Federal,  State and  environmental  laws,  rules and
regulations and that there are no Hazardous Materials  (hereinafter  defined) in
the Demised Premises and Landlord will not hereafter release or allow any of its
Agents to release any  Hazardous  Materials  onto the Demised  Premises.  Tenant
represents  and  warrants  it will  keep  the  Demised  Premises  free  from any
Hazardous  Materials  except to the  extent  that any  Hazardous  Materials  are
hereafter brought onto the Demised Premises by Landlord or its Agents.

QUIET ENJOYMENT:
                  22. Landlord covenants and agrees with Tenant that upon Tenant
paying  base  rent and  additional  rent on  Tenant's  part to be  observed  and
performed,  Tenant may peaceably and quietly enjoy the premises  hereby demised,
subject, nevertheless, to the terms and conditions of the Lease.

FAILURE TO GIVE POSSESSION:
                  23. If  Landlord is unable to give  possession  of the Demised
Premises on the date of the  commencement  of the term hereof by August 1, 1998,
Tenant shall have the unilateral and sole right to terminate the Lease.


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<PAGE>



NO WAIVER:
                  24. The failure of either  Landlord or Tenant to seek  redress
for  violation of, or to insist upon the strict  performance  of any covenant or
condition  of the Lease  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 the Lease shall not be deemed a waiver of such breach and no
provision of the Lease shall be deemed to have been waived by either Landlord or
Tenant unless such waiver be in writing signed by Landlord. No payment by Tenant
or  receipt  by  Landlord  of a lesser  amount  than  the  monthly  rent  herein
stipulated  shall  be  deemed  to be  other  than  on  account  of the  earliest
stipulated  rent,  nor shall any  endorsement  or  statement of any check or any
letter  accompanying  any check or  payment  as rent be  deemed  an  accord  and
satisfaction, and 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 the Lease  provided.  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 premises and no agreement to accept such surrender shall be valid unless in
writing and signed by  Landlord.  No employee  of Landlord or  Landlord's  Agent
shall  have  any  power  to  accept  the  keys of  said  premises  prior  to the
termination  of the Lease and the  delivery  of keys to such  agent or  employee
shall not operate as a termination of the lease or a surrender of the premises.


                                       36

<PAGE>



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

INABILITY TO PERFORM:
                  26.  The  Lease  and the  obligation  of  Tenant  to pay  rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in no way be affected,  impaired or excused
except as otherwise expressly set forth in the Lease.

BILLS AND NOTICES:
                  27.  Except  as  otherwise  provided  in the  Lease,  a  bill,
statement,  notice or communication which either party may desire or be required
to give to the other,  shall be deemed  sufficiently  given or  rendered  if, in
writing and delivered to the other party


                                       37

<PAGE>



personally or sent by registered or certified mail addressed to the
party as follows:

                           Landlord:        415 Northern Blvd. Realty Corp.
                                            265 Great Neck Road
                                            Great Neck, New York

             With a copy to:                Stephen Gilbert, Esq.
                                            P.O. Box 340
                                            Morristown, New Jersey 07963-0340

                           Tenant:          Inmark Service, Inc.
                                            One Plaza Road
                                            Greenvale, New York 11548

             With a copy to:                Kronish, Lieb, Weiner & Hellman LLP
                                            1114 Avenue of the Americas
                                            New York, New York 10036-7798
                                            Attn: Mark S. Levenson, Esq.


The time of the  rendition of such bill or  statement  and of the giving of such
notice  or  communication  shall  be  deemed  to be the  time  when  the same is
delivered to the party and receipted  for, if by hand or overnight  courier,  or
three business days after mailing if sent by registered or certified mail.

                  28.                       INTENTIONALLY OMITTED.

CLEANING AND ALL INTERIOR MAINTENANCE:
                  29. (a) Tenant's Responsibility (Tenant's Expense). The Tenant
shall be  exclusively  responsible  for all costs and  expense  associated  with
cleaning and maintenance of the interior of the Demised  Premises.  Tenant shall
at Tenant's expense, keep Demised Premises clean and in order, to the reasonable
satisfaction


                                       38

<PAGE>



of  Landlord,  and as all internal  walkways and areas that would be  entrances,
lobbies, doorways and areas of ingress and egress, Tenant shall, at Tenant's own
expense, make all repairs and replacements to such interior walkways,  sidewalks
and areas  described  and shall  remove all  rubbish  from the  interior  of the
Demised Premises and place this rubbish neatly in the dumpsters and garbage bins
provided by Landlord.
                  (b)      Landlord's Responsibility (Landlord's Expense).  The
                           ----------------------------------------------
Landlord shall be exclusively responsible for all costs and
expenses associated with cleaning and maintenance of the exterior
of the Demised Premises and the grounds including, without
limitation, exterior landscaping, maintenance and snow and ice
removal.  In addition, Landlord shall make provision for rubbish
and ice removal service which shall periodically remove the rubbish
from the premises at the Landlord's expense.
                  (c)  Landlord's  Responsibility  (Removal of  Existing  Sign).
Prior to the commencement of the Lease,  the Landlord has agreed,  at Landlord's
expense, to remove the existing signage currently visible at the premises,  and,
in any location where the removal of the signage requires repair and maintenance
to the brick at the facade of the premises,  the Landlord  shall be  responsible
for these repairs and shall make such repairs to the reasonable  satisfaction of
Tenant.


                                       39

<PAGE>



SECURITY:
                  30.  Tenant  agrees  to  deposit  with  Landlord,  within  one
business day of Tenant having been  satisfied  that all of Landlord's  pre-lease
commencement  obligations  including,  without  limitation,  the  obligations of
Landlord  under  Articles  19, 29 and 36 of the Lease,  have been  satisfied  to
Tenant's  reasonable  satisfaction,  for the entire  duration  of the Lease,  an
amount  equal  to two (2)  months'  base  rent  as  security  for  the  faithful
performance and observance by Tenant of the terms,  provisions and conditions of
the Lease, which security,  at Tenant's option, shall be either (x) by check, or
(y) letter of credit;  it is agreed  that in the event  Tenant  defaults  beyond
applicable grace and notice periods, in respect of any of the terms,  provisions
and conditions of the Lease, including,  but not limited to, the payment of rent
and additional rent,  Landlord may use, apply or retain the whole or any part of
the security so deposited to the extent required for the payment of any rent and
additional  rent or any  other  sum as to  which  Tenant  is in  default  beyond
applicable grace and notice periods, or for any sum which Landlord may expend or
may be required to expend by reason of Tenant's default beyond  applicable grace
and notice  periods in respect of any of the terms,  covenants and conditions of
the Lease,  including  but not  limited  to, any  damages or  deficiency  in the
re-letting of the premises in accordance  with the applicable  provisions of the
Lease,  whether  such  damages or  deficiency  accrued  before or after  summary
proceedings or other re-entry by Landlord. In the event that


                                       40

<PAGE>



Tenant  shall fully and  faithfully  comply  with all of the terms,  provisions,
covenants  and  conditions of the Lease,  the  security,  together with interest
earned thereon,  shall be promptly returned to Tenant after the Lease Expiration
and after delivery of entire possession of the Demised Premises to Landlord.  To
the extent any of the security has been applied by Landlord,  then the remainder
of the security plus interest earned therein will be promptly returned to Tenant
after the  Lease  Expiration  and after  delivery  of entire  possession  of the
Demised Premises to Landlord. In the event of a sale of the land and building or
leasing of the building,  Landlord shall have the right to transfer the security
to the vendee or lessee and, upon written  acknowledgement and assumption by the
assignee,  Landlord shall thereupon be released by Tenant from all liability for
the  return of such  security;  and  Tenant  agrees to look to the new  landlord
solely for the return of said  security;  and it is agreed  that the  provisions
hereof shall apply to every transfer or assignment made of the security to a new
Landlord.  Tenant  further  covenants  that it will not  assign or  encumber  or
attempt to assign or encumber the monies  deposited  herein as security and that
neither  Landlord  nor its  successors  or  assigns  shall  be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance. Landlord
agrees to deposit the security in an interest bearing or money market account at
a nationally recognized banking institution.



                                       41

<PAGE>



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

DEFINITIONS:
                  32. The term  "Landlord"  as used in the Lease  means only the
owner,  or the  mortgagee  in  possession,  for the  time  being of the land and
building (or the owner of a lease of the  building or of the land and  building)
of which the Demised  Premises  form a part, so that in the event of any sale or
sales of said land, and building or of said lease, or in the event of a lease of
said  building,  or of the land and building and the written  assumption  by the
successor Landlord,  existing 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 their  successors in interest,  or between the
parties and the purchaser, at any such sale, or the said lessee of the building,
or of the land and  building,  that the purchaser or the lessee of the building,
or of the land and  building,  that the  purchaser or the lessee of the building
has assumed and agreed to carry out any and all  covenants  and  obligations  of
Landlord hereunder. The words "re-enter" and "re-entry" as used in the Lease are
not restricted to their technical legal meaning. The


                                       42

<PAGE>



term "business days" as used in the Lease shall exclude  Saturdays  (except such
portion  thereof as is covered by specific hours in Article 29 hereof),  Sundays
and all days observed by the State or Federal Government as legal holidays.

NON-DISTURBANCE AGREEMENT:
                  33. Notwithstanding  Article 8 hereof, Landlord agrees that it
will use all reasonable  efforts to cause any existing mortgagee to enter into a
Non-Disturbance  Agreement with Tenant in form reasonably  acceptable to Tenant.
Landlord  agrees that it will use best efforts to cause any future  mortgagee to
enter  into  a  Non-  Disturbance  Agreement  with  Tenant  in  form  reasonably
acceptable to Tenant.

GLASS:
                  34. Landlord shall replace, at its expense,  any and all plate
and other large glass  damaged or broken from any cause  whatsoever in and about
the Demised Premises. Tenant shall replace at its expense all small glass panels
damaged or broken from any cause  whatsoever in or about the premises.  Landlord
may insure, and keep insured,  all plate and other glass in the Demised Premises
for and in the name of Landlord.

SUCCESSORS AND ASSIGNS:
                  35. The covenants,  conditions and agreements contained in the
Lease shall bind and insure to the benefit of Landlord and


                                       43

<PAGE>



Tenant and their  respective  heirs,  distributees,  executors,  administrators,
successors, and except as otherwise provided in the Lease, their assigns.

MISCELLANEOUS:
                  36. (a) Option to Purchase.  In the event Landlord  desires to
sell the  building,  Tenant  shall  be given  the  right  of first  refusal.  In
connection therewith,  Landlord shall promptly provide the Tenant with a copy of
an independent bona fide offer from a prospective purchaser.  The offer shall be
subject to the Tenant's  rights  herein  granted.  Tenant shall have thirty (30)
days within  which to exercise  this option,  in which  event,  the Tenant shall
provide to Landlord  written  confirmation  of its  intention  to  purchase  the
property.  If Tenant  fails to  exercise  this  option  within  thirty (30) days
Tenant's receipt of Landlord's  notice along with a copy of the independent bona
fide offer, then such option shall expire unexercised  without further right. To
the extent Tenant declines and thereafter Landlord enters into a Contract with a
independent  bona fide prospective  purchaser at a price or  consideration  less
than what is provided  for in the bona fide offer  presented  to Tenant,  Tenant
shall have the right thereafter to match such lower or revised offer.
                  (b)  Parking  Lot.  Landlord  shall  repave and  restripe  the
parking lot to permit the maximum amount of parking  spaces,  which is estimated
to be between forty-five (45) and fifty (50) spaces.


                                       44

<PAGE>



                  (c)  Reimbursement  for  Renovation.  Landlord  has  agreed to
credit/reimburse  Tenant as a work  allowance  the amount of  $150,000.00  which
shall  be paid by  Tenant  ratably  over a period  of  twenty-four  (24)  months
commencing with the base rent payment due on August 1, 1998.
                  (d) Brokerage.  Landlord and Tenant each warrant and represent
to the other  that it has dealt  with no broker or finder  with  respect  to the
lease  of the  Demised  Premises  other  than  American  Corporate  Real  Estate
(hereinafter  referred to as "American") and Majestic Property  Affiliate,  Inc.
(hereinafter referred to as "Majestic").  Landlord and Tenant agree to indemnify
and hold the other  harmless  from and  against any and all loss,  cost,  claim,
liability,  damage  and  expense  (including,  without  limitation,   reasonable
attorneys' fees) which the indemnified  party may incur or sustain in connection
with any claim by any broker or finder other than American or Majestic which may
be asserted  against  the  indemnified  party as a result of any  conversations,
correspondence or other dealings between the indemnifying  party and such broker
or finder relating to the Subleased Demised  Premises.  At or prior to execution
of the Lease,  Landlord  shall pay the  commission  to American  and Majestic in
accordance with a separate  agreement between Landlord and American and Landlord
and Majestic.



                                       45

<PAGE>


         IN WITNESS WHEREOF, Landlord and Tenant have respectively
signed and sealed the Lease as of the day and year first above
written.
Witness for Landlord:                       415 NORTHERN BLVD. REALTY CORP.:


                                             BY:
                                             HILBERT ESHAGHPOUR, President


Witness for Tenant:                          INMARK SERVICES, INC.


                                             BY:


                                       46