EXHIBIT 10.2

                          STANDARD FORM OF STORE LEASE
                     THE REAL ESTATE BOARD OF NEW YORK, INC.

Agreement of Lease, made as of this 26 day of January 2001, between, JUYI Inc. a
New York corporation having an address at 135-27 38th Ave, Flushing, N.Y. As of
the first part, hereinafter referred to as OWNER, and INTERBORO INSTITUTE, Inc.,
a corporation having an address at 450 West 56th Street, NY, NY 10019, party of
the second part, hereinafter referred to as TENANT,

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
entire rentable of the ground floor and a portion of the basement (as per
diagram attached) the building known as 135-27 38th Avenue, Flushing Borough of
Queens, City of New York, for the term of approximately five (5) years (or until
such term shall sooner cease and expire as hereinafter provided) to commence on
the 26 day of January Two Thousand One, and to end on the 31 day of December Two
Thousand Five dates inclusive, at an annual rental rate of See Paragraph 81st .

Tenant agrees to pay in lawful money of the United States which shall be legal
tender in payment of all debts, dues, public and private, at the time of
payment, in equal monthly installments in advance on the first of each month
during said term, at the office of Owner may designate, without any set off or
whatsoever.

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

         1. Tenant shall pay the rent as above and as hereinafter provided.
         2. Tenant shall use and occupy demised premises for a school facility
         and any other lawful related purpose. Tenant may change the use of the
         Premises subject to Owner's prior written consent which will not be
         unreasonably withheld or delayed

and for no other purpose. Tenant shall at all times conduct its business "as set
forth in this Lease", shall not violate Article 35 hereof, and shall keep the
windows and signs in a neat and clean condition.

ALTERATIONS: 3. Tenant shall, before making any alterations, additions,
modifications or improvements, at its expense, obtain all permits, approvals,



and certificates required by any governmental or quasi-governmental bodies (and
on completion) certificates of final approval thereof and shall deliver promptly
duplicates of all such permits, approval and certificates to Landlord. Tenant
agrees to carry and will cause Tenant's contractors and subcontractors to carry
such workman's compensation, general liability, and property damage insurance as
Owner may require.

     a. Tenant shall have the right to make any and all interior non-structural
     alterations, additions or improvements without having to secure Owner's
     prior consent thereto unless add to the extent that such alteration,
     additions or improvements affect any of the mechanical systems in the
     building; in such latter event Owner's consent shall not be unreasonably
     withheld or delayed.

     b. To the extent Tenant's general contractor maintains satisfactory
     insurance coverage, subcontractors shall not be required to duplicate the
     same.

     c. Tenant shall not be required to remove any alterations, additions or
     improvements at the end of the term; the same may remain in the Demised
     Premises with title thereto automatically passing to Owner simultaneously
     with the expiration or early termination of the lease.

     d. In order to accommodate Tenant's proposed use, Owner hereby consents to
     Tenant's expanding the staircases serving adjacent to the demised premises.

If any mechanics lien is filed against the demised premises, or the building of
which same forms as part, for work claimed to have been done for, or materials
furnished to, Tenant, whether or not pursuant to this article, the same shall be
discharged by Tenant within forty five (45) days thereafter at Tenant's expense,
by filing the bond required by law. All fixtures and all paneling, railing and
like installations, installed the premises at any time by Tenant or by Owner in
Tenant's behalf, shall, upon installation become the property of Owner and shall
remain upon and be surrendered with the demised premises. Nothing in this
Article shall be construed to give Owner title to or to prevent Tenant's of
trade fixtures, movable office furniture and equipment, but upon removal of any
such from the premises. Tenant shall immediately and at its expense repair and
restore any damage to the demised premises or the building due to such removal.
All property permitted or required to be removed by Tenant at the end of the
term remaining of the premises after Tenant's removal shall be deemed abandoned
and may, at the election of Owner, either be retained at Owner's property or may
be removed from the premises by Owner at Tenant's expense.

REPAIRS: 4. With respect to paragraph 4, Tenant will not clean, maintain or
repair the sidewalks adjacent to the Demised Premises. Owner shall maintain and
repair the public "and structural" portions of the building, both exterior and
interior, except that if Owner allows 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 shall make all repairs thereto necessary to keep the same in good
order and condition , at Tenant's own cost and expense , and shall cause the
same to be covered by the insurance for hereafter in Article 8. Tenant shall,
throughout the term of this lease, take good care of the demised premises and
fixtures and appurtenances therein, and at sole cost and expense, make all
non-structural repairs thereto as when needed to preserve then in good working
order and condition, reasonable wear and tear, obsolescence and damage from the
elements, fire or other casualty, excepted. 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 Owner. Except as



specifically provided in Article 9 or elsewhere in this lease, there shall be no
allowance to the Tenant for the diminution of rental value and no liability on
the part of Owner by reason of inconvenience, annoyance or injury to business
arising from Owner, Tenant or others making or failing to make any repairs or
alterations, additions or improvements in or to any portion of the building
including the erection of operation of any crane, derrick or sidewalk shed, or
in or to the demised premises or the fixtures, appurtenances or equipment
thereof. The provision of this article 4 with respect to the making of repairs
shall not shall not apply in the case of fire or other casualty which are dealt
with in article 9 hereof.

WINDOW         5. Tenant will not clean nor require, permit, suffer or allow any
CLEANING:      window in the demised premises to be cleaned from the outside in
violation of section 202 of the New York State Labor Law or any provisions in
any article of this lease, then, unless otherwise provided elsewhere in this
other applicable law or of the Rules of the Board of Standards and Appeals, or
of any other Board or Body having or asserting Jurisdiction.

REQUIREMENTS    6.  Compliance with Laws. Except as otherwise provided herein,
OF LAW,         Tenant shall not to be obligated to comply with any statutes,
FIRE            laws,ordinances, or requirements of any public authorities or
INSURANCE:      any requirements or recommendations of Owner's insurance
                carrier's (herein individually or collectively called "Legal
Requirements") unless the Legal Requirement is Tenant Generated (as defined
herein), in which event Tenant shall be responsible for the same whether such
Legal Requirement is structural or non-structural in nature. Owner shall be
responsible for compliance with Legal Requirements which are Owner Generated (as
defined herein), whether the same of a structural or non-structural nature.

"Tenant Generated" shall mean that the Legal Requirement was made necessary by
any act or work performed by Tenant or by the particular nature of Tenant's use
(i.e., "school" as distinguished from "general retail or commercial") or by the
particular manner of the conduct by Tenant of its permitted use. In furtherance
of the foregoing, if Tenant's alterations, additions or improvements or the
particular nature or manner of Tenant's use require compliance With Americans
Disabilities Act, Then Tenant shall be responsible for such compliance. "Owner
Generated" shall mean that the Legal Requirement was made necessary by any act
or work performed by Owner or its agents. If the Legal Requirements are neither
Tenant Generated nor Owner Generated, then such requirements shall be referred
to as "General" Requirements."

Tenant shall also be responsible for General Requirements which are of a
non-structural nature and apply to the Demised Premises (but not other portions
of the Building). Owner shall be responsible for General Requirements which are
of a structural nature pertaining to the Demised Premises.

Prior to the commencement of the lease term, if Tenant is then in possession,
and at all times thereafter, Tenant and 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 of any public officer pursuant to law, and all orders, rules and
regulations of the New York Board of Dire Underwriters or the Insurance Services
Office, or any similar body which shall impose any violation, order or duty upon
Owner or Tenant with respect to the demised premises. Whether or not arising out
of Tenant's use or manner of use of the premises or the building (including the
use permitted under the lease). Except as provided in Article 29 hereof, nothing
herein shall require Tenant to make structural repairs or alterations unless
Tenant has by its manner of use of the demised premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto. Tenant shall not do or permit any act or
thing to be done "by a third party" In or to the demised premises which is
contrary to law, or which will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner. Tenant shall pay all costs, expenses, fines, penalties or
damages, which may be imposed upon Owner by reason of Tenant's failure to comply
with the provisions of this article. If the fire insurance rate shall, at the
beginning of the lease or at any time thereafter, be higher than it otherwise
would be "for a permitted use", then Tenant shall reimburse Owner, as additional
rent hereunder, for that portion of all fire insurance premiums thereafter paid
by Owner which shall have been charged because of such failure by Tenant, to
comply with the terms of this article. In any action or proceeding wherein Owner
and Tenant are parties, a schedule or "make-up" of rate for the building or
demised premises issued by a body making fire insurance rates applicable to said
premises shall be conclusive evidence of the facts therein stated and of the
several items and charges in the fire insurance rate then applicable to said
premises.

SUB-            7.  See Rider
ORDINATION

TENANT'S        8. Owner or its agents shall not be liable for any damage to
LIABILITY       property of Tenant or of others entrusted to employees of the
INSURANCE       building, nor for loss of or damage to any property of Tenant
PROPERTY        by theft or otherwise, nor for any injury or damage to persons
LOSS,           or property resulting from any cause of whatsoever nature,
DAMAGE,         unless caused by or due to  the negligence "or willful act" of
INDEMNITY:      Owner, its agents, servants or employees. Owner or its agents
                will not be liable for any such damage caused by other tenants
                or persons in, upon or about said building or caused by
                operations in construction any private, public or quasi public
                work. Tenant agrees, at Tenant's sole cost and expense, to
                maintain general public liability insurance in standard form in
                favor of Owner and Tenant 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 this lease. Such insurance shall be in an
                amount and with carriers acceptable to the Owner "and may be
                covered under Tenant's blanket policy". Such policy or policies
                "or certificate" shall be delivered to the Owner. On Tenant's
                default in obtaining or delivering any such policy or policies
                or failure to pay the charger therefore, Owner may secure or pay



                the charges for any such policy or policies and charge the
                Tenant as an additional rent therefore. Tenant shall indemnify
                and save harmless Owner against and from all liabilities,
                obligations, damages, penalties, claims, costs and expenses for
                which Owner shall not be reimbursed by insurance, including
                reasonable attorneys fees, paid, suffered or incurred as a
                result of any breach by Tenant, Tenant's agent, contractors,
                employees, invitees, or licensees, of any covenant or" condition
                of this lease, or the carelessness, negligence or improper
                conduct of the Tenant, Tenant's agents , contractors, employees,
                invitees or licensees. Tenant's liability under this lease
                extends to the acts and omissions of any subtenant, and any
                agent, contractor, employee, invitee or licensee of any
                subtenant. In case of any action or proceeding is brought
                against Owner by reason of any such claim, Tenant, upon written
                notice from Owner, will, at Tenant's expense, resist or defend
                such action or proceeding by Counsel.

DESTRUCTION,    9. OBLIGATIONS TO REBUILD. Subject to the provisions hereinafter
FIRE and        set forth, if the Building or Demised Premises is damaged or
OTHER           destroyed by any cause covered under insurance actually carried
CASUALTY:       or require to be carried by the parties pursuant to this Lease,
                Owner shall, with due diligence, promptly repair and restore the
                Building and Demised Premises (but not any property owner by
                Tenant and removable by it at the end of the term, all of which
                shall be the responsibility of Tenant to repair and restore) to
                the condition thereof that existed immediately prior to such
                damage or destruction consistent with zoning laws and building
                codes then in existence except for Tenant's property which shall
                be the responsibility of Tenant to repair and restore. As soon
                as reasonably possible, Tenant shall restore and replace its
                property consistent with Tenant's intended use of the Demised
                Premises.

Such damage or destruction shall in no way annul or void this Lease, except that
Tenant shall be entitled to a proportionate reduction of rent and additional
rents and charges until such repairs and restoration are complete, such
proportionate reduction to be based upon the extent to which such damage or
destruction and the making of such repairs and restoration shall interfere with
the use conducted by Tenant in the Demised Premises.

DELAY IN REBUILDING. In the event Owner does not complete its repair and
restoration work within one hundred (180) after such damage or destruction
(herein called the "Restoration Period"), Tenant, as its option, may terminate
this Lease by giving written notice thereof to Owner at any time prior to
completion of reconstruction. The aforesaid Restoration Period shall NOT be
extended by reason of force majeure notwithstanding anything contained in this
Lease to the contrary.

OPTION TO TERMINATE. In the event of material damage (i.e., 25% of the
replacement cost of the Demised Premises) during the last two years of the term,
either Owner or Tenant shall have the right to terminate this Lease on thirty
(30) days' notice given with sixty (60) days of the date of the casualty, except
that any such notice given by Owner may be vitiated by Tenant's exercise of an
available option to extend.



OWNER'S INSURANCE. Throughout the term, Owner shall maintain "all risk" casualty
insurance (at least as broad as ISO's Special Form) with respect to the Building
for the replacement cost thereof.

WAIVER OF SUBROGATION. Each party, on behalf of itself and on behalf of anyone
claiming under or through it by way of subrogation or otherwise, waives all
rights and causes of action against the other party, and the officers,
employees, agents and invitees of the other party, for any liability arising out
of any loss or damage in or to the Demised Premises, its contents and other
property owned or controlled by Owner caused by:

          (i)  any peril normally covered under all-risk policies issued in the
               geographic area in which the Demised Premises is located (whether
               or not such party actually carries such insurance policies), or
          (ii) if the scope of coverage is broader than in (i) above, then any
               peril actually covered under the insurance maintained by such
               party.

This release and waiver shall be complete and total even if such loss or damage
may have been caused by the negligence of the other party, its officers,
employees, agents or invitees and shall not be affected or limited by the amount
of insurance proceeds available to the waiving party, regardless of the reason
for such deficiency in proceeds. If any additional charge or increase in premium
is made by the insurer because of this waiver of subrogation, them the party in
whose favor the waiver was obtained shall pay such additional charge or increase
in premium; failure to pay the increase in premium will void the release and
waiver benefiting such party but shall not effect the benefit of the
corresponding release and waiver enjoyed by the other party. However, if one
party's insurance carrier prohibits waiver of subrogation regardless of premium,
then the other party's release and waiver shall become null and void, it being
understood that in this instance each waiver is given consideration fir the
other. Each party covenants that from and after the date possession of the
Demised Premises is delivered to Tenant its property insurance policies will
contain waiver of subrogation endorsements, and that if such endorsements, for
what ever reason whatsoever, are about to become unavailable, it will give the
other party not less than thirty (30) days prior written notice of such
impending unavailability.

EMINENT DOMAIN: 10. Tenant has the right to make an independent claim for its
moving expenses and the unamortized portion of its leasehold improvements, trade
fixtures and equipment if the whole or any part of the demised premises shall be
acquired or commended by Eminent Domain for any public or quasi public or quasi
public use or purpose, then and in that event, the term of this lease cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease.

                11. Intentionally Omitted.

ELECTRIC        12. Rates and conditions in respect to submetering or rent or
                rent


CURRENT:        conclusion, as the case may be, to be added in RIDER attached
                hereto. Tenant covenants and agrees that at all times its use of
electric current shall not exceed the capacity of existing feeders to the
building or the risers or wiring installation and Tenant may not use any
electrical equipment which, in Owner's opinion, reasonably exercised, will
overload such installations or interfere with the use thereof by other tenants
of the building. The change at any time of the character of electric service
shall in no wise make Owner liable or responsible to Tenant, for any loss,
damages or expenses which Tenant may sustain.

ACCESS TO       13. Owner or Owner's agents shall have the right (but shall
PREMISES:       not be  obligated) to enter the demised premises in any
                emergency at any time, and, at other reasonable times to examine
the same and to make such repairs, replacements and improvements as Owner may
deem necessary and reasonably desirable to any portion of the building or which
Owner may elect to perform, in the premises, following Tenant's failure to make
repairs or perform any work which Tenant is obligated to perform under this
lease, or for the purpose of complying with laws, regulations and other
directions of governmental authorities. Tenant shall permit Owner to use and
maintain and replace pipes and conduits in and through the demised premises and
to erect new pipes and conduits therein, provided they are within the walls
above the dropped ceiling, if any or furred against the walls or columns.

          (a)  Such work shall be performed during hours that Tenant is not open
               for business (except in emergencies) unless Tenant, in the
               exercise of its discretion shall otherwise agree.
          (b)  Owner shall be liable for all loss, damage, or injury to persons
               or property resulting therefrom and shall indemnify and hold
               Tenant harmless from all claims, losses, costs, expenses and
               liability, including reasonable attorney's fees, arising
               therefrom.

Owner may, during the progress of any work in the demised premises, take all
necessary materials and equipment into said premises without the same
constituting and eviction nor shall the Tenant be entitles to any abatement of
rent while such work is in progress nor to any damages by reason of loss or
interruption of business or otherwise. Throughout the term hereof Owner shall
have the right to enter the demises premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgages of the building, and
during the last six months of the term for the purpose of showing the same to
prospective tenants and may, during said six months period, place upon the
premises the usual notice "To Let and "For Sale" which notices Tenant shall
permit to remain thereon without molestation. If Tenant is not present to open
and permit an entry into the premises, Owner or Owner's or agents may enter the
same whenever such entry may be necessary, by reason of, an emergency, by master
key or forcibly and provided reasonable care is exercised to safeguard Tenant's
property and such entry shall not render Owner or its agents liable therefore,
nor in any event shall the obligations of Tenant hereunder be affected. Owner
shall have the right at any time, without the same constituting an evection and
without incurring liability to Tenant therefore to change the arrangement and/or
location of public entrances, passageways, doors, doorways, corridors,



elevators, stairs, toilets, or other public parts of the building and to change
the name, number or designation by which the building may be known.


VAULT           14. No vaults, vault space or area, whether or not enclosed or
VAULT SPACE,    covered, not within the property line of the building is leased
AREA:           here under, anything contained in or indicated on any sketch,
                blue print or plan, or anything contained elsewhere in this
                lease
to the contrary notwithstanding. Owner makes no representation as to the
location of the property line of the building. All vaults and vault space and
all such areas not within the property line of the building, which Tenant may be
permitted to use and/or occupy, is to be used and/or occupied under a revocable
license, and if any such license be revoked, or if the amount of such space or
area be diminished or required by any federal, state or municipal authority or
public utility, Owner shall not be subject to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual eviction.
Any tax, fee or charge of municipal authorities for such vault or area shall be
paid by Tenant.

OCCUPANCY:      15. Tenant will not at any time use or occupy the demised
                premises in violation of, Articles 2 or 37 hereof, or of, the
certificate of occupancy issued for the building of which the demised premises
are at as the same may be amended to permit the permitted use. Tenant has
inspected the premises and accepts them as is, subject to the riders annexed
hereto with respect to Owner's work, if any.

BANKRUPTCY:     16. (a) Anything elsewhere in this lease to the contrary
                notwithstanding, this lease may be cancelled by Owner by sending
                of a written notice to Tenant within a reasonable time after the
happening of any one or more of the following events: (1) the commencement of a
case in bankruptcy or under the laws of any state naming Tenant as the debtor
which is not vacated within ninety (90) days, or (2) the making by Tenant of an
assignment or any other arrangement for the benefit of creditors under any state
statute. Neither Tenant nor any person claiming through or under Tenant, or by
reason of any statute or order of court, shall thereafter be entitled to
possession of the premises demised but shall forthwith quit and surrender the
premises. If this lease shall be assigned in accordance with its terms, the
provisions of this Article 15 shall be applicable only to the party then owning
Tenant's interest in this lease.
     (b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period. In the computation of such damages the difference between any
installments of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the demised premises for the period of
which such installment was payable shall be discounted to the date of



termination at the rate of eight per cent (8%) per annum. If such premises or
any part thereof by re-let by Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such re-letting
shall be deemed the fair and reasonable rental value for the part or the whole
of the premises so re-let during the term of the re-letting. Nothing herein
contained shall limit or prejudice the right of the Owner to prove for and
obtain as liquidated damages by reason of such termination, an amount equal to
the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

DEFAULT:        17. Tenant shall not be deemed in default of any of its
obligations hereunder unless and until the failure in question continues uncured
beyond the grace period applicable thereto. (1) If Tenant defaults in fulfilling
any of the covenants of this lease other than the covenants for the payment of
rent or additional rent; or if the demised premises become deserted; or if any
execution or attachment shall be issues 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 lease be rejected under Section 365 of Title II of
the U.S. Code (Bankruptcy Code); Then, in any one or more such events, upon
Owner serving a written thirty (30) days notice upon Tenant specifying the
nature of said default and upon the expiration of said thirty (30) days, if
Tenant shall have failed to comply with or remedy such default, or if the said
default or omission complained or shall be of a nature that the same cannot be
completely cured or remedied within said thirty (30) day period, and if Tenant
shall not have diligently commenced curing such default within such thirty (30)
day period, and shall not thereafter with reasonable diligence and in good faith
proceed remedy or cure such default, then Owner may serve a written three (3)
days notice of cancellation of this lease upon Tenant, and upon the expiration
of said three (3) days, this lease and the term thereunder shall end and expire
as fully and completely as if the expiration of such three (3) day period were
the day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Owner but Tenant shall remain liable as hereinafter provided.
     (2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as aforesaid; or if Tenant shall make default in the payment
of the rent reserved herein mentioned or any part of either or in making any
other payment herein required which continues for ten (10) days after notice
thereof, then and in any such events Owner may without notice, re-enter the
demised premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end.

REMEDIES        OF 18. In case of any such default, re-entry, expiration and/or
OWNER           AND dispossess by summary proceedings or otherwise, (a) the
REDEMPTION:     rent, and additional rent, shall become due thereupon and be
                paid up to the time of such reentry, dispossess and/or
                expiration (b) Owner may re-let the premises or any part or



parts thereof, either in the name of Owner or otherwise, for a term or terms,
which may at Owner's option be less than or exceed the period of which would
otherwise have constituted the balance of the term of this lease and may grant
concessions or free rent or charge a higher rental than that in this lease,
and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as
liquidated damages for the failure of Tenant to observe and perform said
Tenant's covenants herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the subsequent lease or leases of the demised premises
for each month of the period which would otherwise have constituted the balance
of the term of this lease. The failure of Owner to re-let the premises or any
part or parts thereof shall not release or affect Tenant's liability for
damages. In computing such liquidated damages there shall be added to the said
deficiency such expenses as Owner may incur in connection with re-letting, such
as legal expenses, attorney's fees, brokerage, advertising and for keeping the
demised premises in good order or for preparing the same for re-letting. Any
such liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease. Owner, in putting the demised premises in good
order or preparing the same for re-rental may, at Owner's option, make such
alterations, repairs, replacements, and/or decorations shall not operate or be
construed to release Tenant from liability. Owner shall in no event be liable in
any way whatsoever for failure to re-let the demised premises, or in the event
that the demised premises are re-let, for failure to collect the rent thereof
under such re-letting, and in no event shall Tenant be entitled to receive any
excess, if any, of such net rent collected over the sums payable by Tenant to
Owner hereunder but any such excess shall be applied to any obligations to Owner
hereunder not. In the event of a breach or threatened breach by Tenant or any of
the covenants or provisions hereof, Owner shall have the right to seek an
injunction and the right to invoke any remedy allowed at law or in equity.
Mention in this lease of any particular remedy, shall not preclude Owner from
seeking any other remedy, in law or in equity. Tenant hereby expressly waives
any and all rights of redemption granted by or under any present or future laws.

FEES AND EXPENSES: 19. In the event of a dispute between the parties, the losing
party shall pay the prevailing party's reasonable attorney's fees and litigation
costs. If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, then, unless otherwise
provided elsewhere in this lease, Owner may immediately or at any time
thereafter and without notice perform the obligation of Tenant thereunder, and
if Owner, in connection therewith or in connection with any default by Tenant in
the covenant to pay rent hereunder, makes any expenditures or incurs any
obligations for the payment of money, including but not limited to attorney's
fees, in instituting, prosecuting or defending any actions or proceeding, such
sums so paid or obligations incurred with interest and costs shall be deemed to
be additional rent hereunder and shall be paid by Tenant to Owner within five
(5) days of rendition of any bill or statement to Tenant therefore, and if
Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
Owner as damages.


NO REPRE-       20. Neither Owner nor Owner's agent have made any
SENTATIONS BY,  representations or promises with respect to the physical
OWNER:          condition of the building, the land upon which it is erected or
                the demised premises, the rents, leases, expenses of operation,
or any other matter or thing affecting or related to the premises except as
herein expressly set forth and no rights, easements or licenses are required by
Tenant by implication or otherwise except as expressly set forth in the
provisions of this lease. All understandings and agreements heretofore made
between the parties hereto are merged in this contract, which alone fully and
completely expresses the agreement between Owner and Tenant and any executory
agreement hereafter made shall be ineffective to change, modify, discharge or
effect an abandonment of it in whole or in part, unless such executory agreement
is in writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.

END OF          21. Owner . Upon the expiration or other termination of the
TERM:           term of this lease, Tenant shall quit and surrender to
                Owner the demised premises, broom clean, in good order and
condition, ordinary wear casualty damage and Owner's failure to make repairs
required of it hereunder except, and Tenant shall remove all its property.
Tenant's obligation to observe or perform this covenant shall survive the
expiration or other termination of this lease. If the last day of the term of
this lease or any renewal thereof, falls on Sunday, this lease shall expire at
noon on the preceding Saturday unless it be a legal holiday in which case it
shall expire at noon on the preceding business day.

QUITE           22. Owner covenants and agrees with Tenant that upon Tenant
ENJOYMENT:      paying the rent and additional rent and observing and
                performing all the terms, covenants and conditions, on Tenant's
part to be observed and performed, Tenant may peaceably and quietly enjoy the
premises hereby demised, subject, nevertheless, to the terms and conditions of
this lease including, but not limited to, Article 33 hereof and to the ground
leases, underlying leases and mortgages hereinbefore mentioned.

                23. Intentionally Omitted.

NO WAIVER:      24. The failure of Owner or tenant to seek redress for
                violation of, or to insist upon the strict performance of any
covenant or constitutes Owner to be the sole judge) Owner may install a water
meter and thereby measures Tenant's water consumption for all purposes. Tenant
shall condition of this lease or any of the Rules or Regulations set forth or
hereafter adopted by Owner, shall not prevent a subsequent act which would have
originally constituted a violation. The receipt by owner or payment by Tenant of
rent with knowledge of the breach of any covenant of this lease shall not be
deemed a waiver of such breach and no provision of this lease shall be deemed to
have been waived by either party unless such waiver be in writing signed by the
other party. No payment by Tenant or receipt by Owner of a lesser amount than



the monthly rent herein stipulated shall be deemed to be other than on account
of the earliest stipulated rent, nor shall any endorsement or statement of any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. No act or thing done by Owner or Owner's
agent during the term hereby demised shall be deemed in acceptance of a
surrender of said premises and no agreement to accept such surrender shall be
valid unless in writing signed by Owner. No employee of Owner or Owner's agent
shall have any power to accept the keys of said premises prior to termination of
the lease and the delivery of keys to any such agent or employee shall not
operate as a termination of the lease or a surrender of the premises.

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

INABILITY TO    26. The performance of Tenant's obligations hereunder shall
PERFORM:        likewise, be forgiven if the failure of performance is the
                result of circumstances beyond Tenant's control, except that
nothing in this paragraph 24 shall excuse the satisfaction of Tenant's financial
obligations. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying equipment or
fixtures if Owner is prevented or delayed from so doing by reason of strike or
labor troubles, government preemption in connection with a National Emergency or
by reason of any rule, order or regulation of any department or subdivision
thereof of any government agency or be reason of the conditions of supply and
demand which have been or are affected by war or other emergency, or when, in
the judgment of Owner, temporary interruption of such services is necessary by
reason of accident, mechanical breakdown, or to make repairs, alterations or
improvements.

BILLS AND       27. Except as otherwise in this lease in provided, a bill,
NOTICES:        statement,  notice or communication which Owner may desire to be
                required to give to Tenant, shall be deemed sufficiently given
or rendered if, in writing, or sent by registered or certified mail addressed to
Tenant which demised premises form a part or at the last known residence address
or business address of Tenant and the time of the rendition of such bill or
statement and of the giving of such notice or communication shall be deemed to



be the time when the same is delivered to Tenant, mailed, or left at the
premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

WATER           28. If the Tenant requires, uses or consumes water for any
                purpose in addition to ordinary lavatory purposes (of which fact
CHARGES:        Tenant constitutes Owner to be the sole judge) Owner may install
                a water meter and thereby measures Tenant's water consumption
for all purposes. Tenant shall pay Owner for the cost of the meter and the cost
of installation thereof and throughout the duration of Tenant's occupancy Tenant
shall keep said meter and installation equipment in good working order and
repair at Tenant's own cost and expense. Tenant agrees to pay for water
consumed, as shown on said meter as and when bills are rendered. Tenant
covenants and agrees to pay the sewer rent, charge or any other tax, rent, levy
or charge which now or hereafter is assessed, imposed or 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. The
bill rendered by Owner shall be payable by Tenant as additional rent.

SPRINKLERS:     29. Tenant shall make sprinkler modifications or installations
                if and to the extent the same are a governmental requirement.
                Anything elsewhere in this lease to the contrary
notwithstanding, if the New York Board of Fire Underwriters or the Insurance
Services Office or any bureau, department or official of the federal, state or
city government require or recommend the installation of a sprinkler system or
that any changes, modifications, alterations, or additional sprinkler heads or
other equipment be made or supplied in an existing sprinkler system by reason of
Tenant's business, or the location of partitions, trade fixtures, or other
contents of the demised premises, or if any such sprinkler system installations,
changes, modifications, alterations, additional sprinkler heads or other such
equipment, become necessary to prevent the imposition of a "statutory" penalty.
Tenant shall, at Tenant's expense, promptly make such sprinkler system
installations, changes, modifications, alterations, and supply additional
sprinkler heads or other equipment as required whether the work involved shall
be structural or non-structural in nature.

HEAT            30. Owner, at Owner's expense shall make all repairs and
CLEANING:       replacement to the sidewalks and curbs adjacent to the Demised
                Premises, and keep the same clean and free of ice, snow and
debris. Owner shall, if and insofar as existing facilities permit furnish heat
to the demised premises, when and as required by law, on business days from 8:00
a.m. to 6:00 p.m. Tenant shall at Tenant's expense, keep demised premises clean
and in order. Tenant shall pay the cost of removal of any of Tenant's refuse and
rubbish from the building. Tenant shall, however, have the option of


independently contacting for the removal of such rubbish and refuse subject to
such rules and regulations as, in the "reasonable" judgment of Owner, are
necessary for the proper operations of the building.

SECURITY:       31. Tenant has deposited with Owner the sum of $90,042.50 as
                security for the faithful performance and observance by Tenant
                of the terms, provisions and conditions of this lease; it is
agreed that in the event Tenant defaults in respect of any of the terms,
provisions and conditions of this lease, including, but not limited to, the
payment of rent and additional rent. Owner may use, apply or retain the whole or
any part of the security so deposited to the extent required for the payment of
any rent and additional rent or any other sum as to which Tenant is in default
or for any sum which Owner may expend or may be required to expend by reason of
Tenant's default in respect of any of the terms, covenants and conditions of
this lease, including but not limited to, any damages or deficiency in the
re-letting of the premises, whether such damages or deficiency accrued before or
after summary proceedings or other re-entry by Owner. In the event that Tenant
shall fully and faithfully comply with all of the terms, provisions, covenants
and conditions of this lease, the security shall be returned to Tenant after the
date fixed as the end of the Lease and after the event of a sale of the land and
building or leasing of the building, of which the demised premises form a part,
Owner shall have the right to transfer the security to the vendee or lessee and
Owner shall thereupon be released by Tenant from all liability for the return of
such security, and Tenant agrees to look to the new Owner solely for the return
of said security; and it is agreed that the provisions hereof shall apply to
every transfer or assignment made of the security to a new Owner. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Owner nor its successor
or assigns shall be bound by any such assignment encumbrance, attempted to
assignment or attempted encumbrance. Any cash Security deposit shall be
maintained in an interest bearing account with the interest less the 1%
administrative fee paid annually to Tenant.

CAPTION:        32. The Captions are inserted only as a matter of convenience
                and for reference and in no way define, limit or describe the
scope of this lease nor the intent of any provision thereof.

DEFINITIONS:    33. The Term "Owner" as used in this lease means only the Owner,
                the mortgagee in possession, for the time being of the land and
                building (or the Owner of a lease of the building or of the land
and building) of which the demised premises form a part, so that in the event of
any sale or sales of said land and building or of said lease, or in the event of
a lease of said building, or of the land and building, the said Owner shall be
and hereby in entirely freed and relieved of all covenants and obligations of
Owner hereunder, and it shall be deemed construed without further agreement
between the parties of their successors in interest, or between the parties and
the purchaser, at any such sale, or the said lessee of the building has assumed
and agreed to carry out any and all covenants and obligations of Owner
hereunder. The words "re-enter" and "re-entry" as used in this lease are not
restricted to there technical legal meaning. The term "business days" as used in
this lease shall exclude Saturdays (except such portion thereof as is covered by
specific hours in Article 30 hereof), Sundays and all days designated as



holidays by the applicable building service union employees service contract or
by the applicable Operating Engineers contract with respect to H V A C service.

ADJACENT        34. If an excavation shall be made upon land adjacent to the
EXCAVATION-     demised premises, or shall be authorized to be made, Tenant
SHORING:        shall afford to the person causing or authorized to cause such
                excavation, license to enter upon the demised premises for the
purpose of doing such work as said person shall deem necessary to preserve the
wall or the building of which demised premises from a part from injury or damage
and to support the same by proper foundations without any claim for damages or
indemnity against Owner, or diminution or abatement of rent.

RULES AND       35. Tenant and Tenant's servants, employees, agents,
REGULATIONS:    visitors, and licensees shall observe faithfully, and comply
                strictly with reasonable "and non-discriminatory" Rules and
                Regulations as Owner or Owner's agents may from time to time
adopt. Notice of any additional rules or regulations shall be given in such
manner as Owner may elect. In case Tenant disputes the reasonableness of any
additional Rule or Regulation hereafter made or adopted by Owner or Owner's
agents, the parties hereto agree to submit the question of the reasonableness of
such Rule or Regulation for decision to the New York office American Arbitration
Association, whose determination shall be final and conclusive the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be asserted by service of a notice, in
writing upon Owner within (10) days after the giving of notice thereof. Nothing
in this lease contained shall be construed to impose upon Owner any duty or
obligation to enforce the Rules and Regulations or terms. Covenants or
conditions in any other lease, as assigned any other tenant and Owner shall not
be liable to Tenant for violation of the same by any other tenant, its servants,
employees, agents, visitors or licensees.

GLASS:          36.Tenant shall replace, at the expense of Tenant, any and all
                plate and other glass damaged or broken from any cause
whatsoever in and about the demised premises, "unless covered by Owners
insurance".

PORNOGRAPHIC    37. Tenant agrees that the value of the demised premises and the
USES            reputation of the Owner will be seriously injured if the
PROHIBITED:     premises are used for any obscene or pornographic purposes or
                any sort of commercial sex establishment. Tenant agrees that
Tenant will not bring or permit any obscene or pornographic material on the
premises, and shall not permit or conduct any obscene, nude, or semi-nude live
performances on the premises, nor permit use of the premises for nude modeling,
rap sessions, or as a so-called rubber goods shops, or a sex club of any sort,
or as a "massage parlor." Tenant agrees further Tenant will not permit any of
these uses by any sub lessee or assignee of the premises. This Article shall
directly bind any successors in interest to the Tenant. Tenant agrees that if at
any time Tenant violates any of the provisions of this Article, such violation
shall be deemed a breach of a substantial obligation of the terms of the lease



and objectionable conduct. Pornographic material is defined for purposes of this
Article as any written or pictorial matter with prurient appeal or any objects
of instrument that are primarily concerned with lewd or prurient sexual
activity. Obscene material is defined here as it is in Penal law ss.235.00.

38.             Intentionally Omitted.

CERTIFICATE:    37. The covenants, conditions and agreements
SUCCESSORS      contained in this AND ASSIGNS: lease shall bind and inure to the
                benefit of Owner and Tenant and their respective heirs,
distribution, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.

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

Witness for Owner:


_______________________________    By:_______________________________


Witness for Tenant:


_______________________________    By:_______________________________







                     RULES AND REGULATIONS ATTATCHED TO AND
                            MADE A PART OF THIS LEASE
                         IN ACCORDANCE WITH ARTICLE 33.

40th. Tenant agrees to exonerate, save harmless, protect, defend and indemnify
the landlord or any owner of the demised premises, from and against any and all
losses, damages, claims, suits or actions, judgments and costs, which may arise
or grow out of any injury to or death of persons or damage to property in any
manner whatsoever arising out of the acts or omissions of, or use by tenant,
tenant's agents, servants, employees, guests, customers or the demised premises,
but in no event shall tenant be obligated to indemnify landlord from landlord's
negligence or willful acts or those of its agents, employees, or contractors and
this provision shall be subject to the mutual release and waiver of subrogation
contained herein.

41st. Tenant agrees to procure and keep in force during the term of this lease a
comprehensive general public liability insurance policy standard form protecting
against liability occasioned by accident or disaster on or about the demised
premises or any appurtenances thereto. Such comprehensive general public
liability insurance policy shall be written by a good and solvent company,
licensed by the Superintendent of Insurance of the State of New York, with
limits of liability of not less than $2,000,000.00 bodily injury for one (1)
person in one (1) accident, occurrence and/or $4,000,000.00 bodily injury for
two (2) or more persons in one (1) accident or occurrence, and property damage
insurance in the amount of $500,000.00. The landlord shall be named as an
additional insured in such policy. Should additional liability insurance be
obtained by tenant, the same shall include landlord as an additional insured. A
copy of said comprehensive general public liability insurance policy or a
certificate thereof shall be delivered to landlord by tenant prior to the
commencement date of this lease and thereafter at least fifteen (15) days prior
to the expiration of any such insurance policy.

     All premiums on such policies shall be paid by the tenant when due. In the
event, however, that the tenant should fail to pay any such premium when due and
exhibit proof of such payment to the landlord within ten (10) days after the due
date, if requested to do so by the landlord, the landlord may pay the amount of
such premium and the amount so advanced by the landlord with interest thereon at
the then legal rate from the date of payment shall be considered additional
rent, and shall be due and payable with said interest with the next installment
of rent becoming due on the next rent day after such payment.

     Tenant shall observe and comply with the requirements of all policies of
general public liability insurance and shall not violate or permit to be
violated any of the conditions of the said general public liability insurance
policy.

42nd. All policies of insurance provided for in this lease shall contain, if
available, a provision that the insurance company at least ten (10) days prior
to cancellation and/or renewal will endeavor to notify the landlord accordingly.
All of such policies required to be maintained by tenant shall be subject to



reasonable deductibles and may be part of blanket policies insuring the demised
premises and other locations operated by tenant or affiliates of tenant.

43rd. Tenant shall throughout the term of this lease pay all and any utility
charges for utilities used at the demised premises, including, but not limited
to, electricity, telephone, gas, fuel, etc., subject to equitable adjustment if
the size of the building is increased. Tenant shall reimburse owner for 40% of
the water and sewer charges attributable to the building which reimbursement
shall be made within thirty (30) days of demand thereafter, which demand shall
be accompanied by official water and sewer bills evidencing such charges.

44th. Tenant shall, at tenant's own cost and expense and upon tenant's own
responsibility, apply for and obtain any necessary permits and other licenses
for the use, conduct and maintenance of the business to be conducted in the
demised premises. The tenant shall also pay all fees in connection with any
licenses or permits required by the local municipal authority for any equipment
or machinery exclusively serving the demised premises whether owned by the
landlord or the tenant. Owner shall cooperate with tenant in applying for such
permits, licenses and applications for alterations to be undertaken by tenant at
the demised premises. In the event that the tenant is unable to receive the
appropriate approvals to operate an "extension center" at the demised premises,
then it is agreed that tenant shall have the right to elect to terminate this
lease and the term and tenant's obligations hereunder, in which case tenant
shall so notify landlord of such election which notice shall include the date by
which tenant shall vacate the demised premises. Tenant shall vacate the demised
premises on such date and shall deliver to landlord on or before such date a
payment equal to three months rent, which payment shall represent the
consideration to landlord for the privilege of exercising the termination right
set forth in this Article 44th, and in addition thereto, the tenant shall
forfeit its security deposit.

45th. Tenant shall, at all times during the term of this lease, at tenant's sole
cost and expense, promptly comply with all present and future laws, orders and
regulations issued or promulgated by the Environmental Protection Administration
and of any other governmental or quasi governmental agency, whether of federal,
state, city, county, town, village or other municipal level, regulating or
otherwise asserting jurisdiction over air or other ecological environmental
pollutants. Landlord represents and warrants to tenant that, upon delivery of
possession of the demised premises to tenant, the demised premises shall be in
compliance with all of such laws, orders and regulations and any other laws,
orders and regulations having application to the demised premises and that the
demised premises will be free of all asbestos containing materials and landlord
will deliver a certificate on form ACP-5 certified by an appropriate
professional to that effect.

46th. Any notice by either party to the other shall be in writing and shall be
deemed to be duly given if mailed by certified mail in a postpaid envelope,
return receipt requested, or sent by a recognized overnight courier addressed:
(a) If to tenant, at the address set forth in this lease; (b) If to landlord, at
the address set forth hereinabove, or at any such other address as landlord or
tenant may from time to time designate by notice given to the other. Notices by



either party may be sent by their respective counsel. Notices shall be deemed
given when received or when receipt is refused.

47th. Neither landlord nor landlord's agents have made any representations or
promises with respect to the physical condition of the building, the land upon
which it is erected or the demised premises, the rents, leases, expenses of
operation or any other matter or thing affecting or related to the demised
premises except as herein expressly set forth and no rights, easements or
licenses are acquired by tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised premises and is thoroughly acquainted with their condition, and
except as otherwise provided herein, agrees take the same "as is" and
acknowledges that the taking of possession of the demised premises by tenant
shall be conclusive evidence that the demised premises and the building of which
the same form a part where in good and satisfactory condition at the time such
possession was so taken subject to landlord's repair obligations hereunder. 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.

48th. Anything elsewhere in this lease to the contrary notwithstanding, if the
New York Board of Fire Underwriters or the Insurance Services Office of New York
or ant bureau, department or official of the federal, state city, county town or
village government requires or recommends any changes, modifications,
alterations, or additional sprinkler heads or other equipment be made or
supplied in an existing sprinkler system by reason of tenant's business, or the
location of partitions, trade fixtures or other contents in the demised
premises, or if any sprinkler system changes, modifications, alterations,
additional sprinkler heads or other such equipment, become necessary to prevent
the imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate set by the Insurance Services Office of New
York or by any fir insurance company, tenant shall, at tenant's own cost and
expense, promptly make such sprinkler system installations, changes,
modifications, alterations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or
non-structural in nature.

49th. In the event that the New York Board of Fire Underwriters or the Insurance
Services Office of New York or any bureau, department or official of the
federal, state, city, county, town or village government requires or recommends
the installation of a Sprinkler System either in the cellar and/or grade floor
and/or second floor of the building; the tenant expressly agrees to pay one
third of any and all installations charges incurred after the date hereof. The
tenant also agrees to pay one-half of any and all routine maintenance with
regard to the sprinkler system. Said sums shall be due and owing upon
presentation of any bill by the landlord to the tenant and shall be collectible
as additional rent within thirty (30) days of demand.



50th. Landlord agrees not to unreasonably withhold landlord's consent to the
assignment of the within lease upon the following terms and conditions:

     (a) That at the time of such assignment tenant is not in default under any
of the terms and conditions required to be performed by tenant under this lease
beyond any applicable grace or cure period.

     (b) That there is forwarded to landlord an executed duplicate original of
the assignment of lease in proper form for recording, together with an agreement
by the assignee assuming all of the terms, covenants and conditions of this
lease to be performed by tenant from and after the effective date of such
assignment.

     (c) That landlord shall be paid by the assignor the sum of $1,000.00 as a
processing fee.

     (d) That in no event shall any assignor be relieved of any liability under
this lease.

51st. In addition to the above, the landlord's consent shall not be required in
connection with the assignment of the lease or the subletting of some or all of
the demised premises to a person or entity controlling, controlled by or under
common control with the tenant, in connection with a merger, consolidation or
reorganization of tenant, in connection with the sale of all or substantially
all of the assets of tenant, or in connection with the sale of the business of
tenant as a going concern. In addition to the foregoing, landlord shall not
unreasonably withhold or delay its consent to the subletting of all or a portion
of the demised premises in those instances where landlords consent is required.

52nd.(a) The term "real estate taxes" shall mean all taxes and assessments
levied, assessed or imposed at any time by any governmental authority upon or
against the land and/or building of which the demised premises form a part, and
also any tax or assessment levied, assessed or imposed at any time by any
governmental authority in connection with the receipt of income or rents from
said land and/or building to the extent that same shall be in lieu of all or a
portion of any of the aforesaid taxes or assessments" if it is only assessed
against real property or the owners of real property. Furthermore, any such tax
or assessment shall be calculated as if the real property of which the demised
premises form a part was the only real property owned by the landlord.

     (b) It is understood and agreed that Tenant shall reimburse landlord to the
extent of fifty (50%) per cent of any increase in real estate taxes paid in
respect to the entire premises, of which the demised premises form a part,
during the entire term of the within lease or any extension or option period
thereof, over and above base year 2000/2001 real estate taxes, which amount
shall be considered the base year real estate tax for the purpose of this
paragraph. The provisions of this paragraph shall apply whether the increase in
taxation results from a higher tax rate or an increase in the assessed valuation
of the entire premises, or both. A copy of the real estate tax bill shall be



sufficient evidence to establish the amount of such real estate taxes and for
calculation of the amount to be paid by tenant. Said sum due landlord shall be
paid addition rent and shall be collectible as such in the month following the
submission of landlord's bill therefore, but in no event sooner than thirty (30)
days prior to the date that such real estate taxes are due to the taxing
authority charged with responsibility for the collection of same.

     (c) The amount of the base year real estate taxes paid by landlord during
the base year shall be used in the computation of the amount of additional rent
until the amount of the base year real estate taxes payable by Landlord during
the base year shall be finalized by legal proceedings, settlement or otherwise.
In the event of a reduction of the base year real estate taxes by legal
proceedings, settlement or otherwise, the reduced amount of such base year real
estate taxes shall thereafter determine the amount of additional rent payable by
tenant, pursuant hereunder shall be recomputed on the basis of such reduction of
the base year real estate taxes. Such sum shall be collectible as additional
rent in the month following the submission of Landlord's bill therefore.

     (d) If, after tenant shall have made a payment of additional rent under
subdivision (b), landlord shall receive a refund of any portion of the real
estate taxes payable during the year after the year on which such payment of
additional rent shall have been based, as a result of a reduction of such real
estate taxes by final determination of legal proceedings, settlement or
otherwise, landlord shall, within ten (10) days after receiving the refund, pay
to tenant fifty (50%) percent of the refund less the expenses (including
attorney's and appraiser's fees) incurred by landlord in connection with any
such application or proceedings to the extent tenant shall not have already paid
to landlord such expenses.

53rd. Notwithstanding any expiration or termination of this lease prior to the
lease expiration date (except in the case of a cancellation by mutual agreement
or pursuant to a right granted hereunder or pursuant to applicable law),
tenant's obligation to pay any and all additional rent under this lease shall
continue and shall cover all periods up to the lease expiration date.

54th. In addition to the regular rent payments, any sum to which the landlord
may be entitled, pursuant to any provisions of this lease, or as a result of the
operation of any provision of this lease from the tenant, shall be payable as
additional rent and shall be collectible within thirty (30) days after demand
thereof. If tenant shall default in the observance of 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 paragraph of this lease, beyond any applicable
grace or cure period, then, unless otherwise provided elsewhere in this lease,
landlord may immediately or at anytime thereafter and without notice perform the
same for 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, attorneys' fees 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 notice to cure to landlord in the performance



of landlord's obligations hereunder and landlord shall reimburse tenant for the
cost of effecting such cure within thirty (30) days of demand therefore, which
demand shall be accompanied by receipted bills or other reasonable evidence of
the costs of incurred.

55th. The tenant shall keep fire extinguishers at the demised premises in
conformity with the requirements and recommendations of the Insurance Services
Office of New York.

56th. If, by reason of the use of the demised premise by tenant the rates for
the insurance of the demised premises against loss by fire and extended coverage
are increased as compared with the insurance rates now in effect, tenant agrees
to pay as additional rent any excess premium caused thereby. The additional rent
shall become due upon affecting the insurance or landlord and shall be paid
within thirty (30) days of demand therefore.

57th. All violations placed upon the demised premises by any federal, state,
city, county, town, village or governmental agency or department affecting the
demised premises caused by tenant are to be the sole obligation of tenant in
promptly curing the same, and, upon the failure of tenant so to do, beyond any
applicable grace or cure period, landlord may elect to cure the same, and all
sums thereby expended by landlord shall be collectible as additional rent within
thirty (30) days of demand therefore.

58th. In the event that any legal proceedings are hereafter instituted by
landlord against tenant, tenant assumes and agrees to pay to landlord any
expenses, costs, reasonable attorney's fees, marshal's fees, etc., that may be
incurred by landlord incidental to and arising out of such legal proceedings if
landlord is the prevailing party therein. Where legal services are in an action
of proceeding for the collection of rent and/or additional rent, the amount to
be recovered by the landlord's attorney for same shall be no less than $1,500.00
or the reasonable amount determined by the Court. At the option of the landlord,
attorney's fees may be recovered in the proceeding in which such services are
rendered, but may only be recovered if the landlord is the prevailing party. If
the tenant is the prevailing party, in any action between it and landlord,
tenant shall be entitled to the recovery of reasonable legal fees and expenses.

59th. No merchandise, boxes, receptacles or articles or fixtures of any kind,
nature or description are to be placed or stored at or upon the front, side or
rear of the demised premises, it being the intention of landlord to require
tenant to conduct tenant's business solely within the demised premises.

60th. Landlord shall not be held liable for any damage or injury to any
property, merchandise, stock of goods, fixtures, furniture or decorations, at
any time in the demised premises or building, from steam, gas, electricity or
from water, rain, snow or ice, which may escape, leak or seep into, issue or
flow from any part of said building of which the demised premises are a part of
or from the pipes or plumbing works of the same or from the street or cellar or
sub-surface or from any other place or quarter; and tenant hereby agrees not to
hold landlord liable in any way therefore whatsoever.



61tst. Tenant hereby represents and agrees that tenant will not at any time
bring into, keep, store, use or permit anywhere in the demised premises any
loose, exposed or open fluid, chemical substance or material of any inflammable
or volatile, combustible or explosive character or having or creating any
noxious or objectionable odors or fumes. Notwithstanding the foregoing, tenant
may maintain chemicals and other materials in such amounts and in such
conditions as shall comply with applicable laws and which shall be necessary or
appropriate for the proper conduct of business in the demised premises
consistent with the use permitted hereunder.

62nd. Should the demised premises become infested with vermin or rodents, tenant
agrees, at tenant's own cost and expense, to have such condition remedied within
five (5) days after written notice and demand shall have been made by landlord.
In the event that tenant fails to comply with such notice, landlord shall have
the right (but not the obligation) to have this work performed by a fumigation
or exterminating concern and to charge the cost of such work to tenant, which
shall be collectible as additional rent and shall be payable within thirty (30)
days of demand therefore.

63rd. In the event any payment under this lease shall be made in the form of a
check from any other person, firm or corporation other than named in this lease,
the acceptance of same by landlord shall not, under any circumstances, by deemed
recognition of a sub-letting or an assignment of this lease regardless of the
number of times that such payment shall be made by such other person, firm or
corporation.

64th. 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 this lease, the
relationship of landlord and tenant, tenant's use of or occupancy of said
demised premises, and any emergency statutory or any other statutory remedy. It
is further mutually agreed that in the event landlord commences any summary
proceedings for non-payment of rent, tenant will not interpose any counterclaim
of whatever nature or description in any such proceeding.

65th. Tenant represents that tenant has not dealt with any broker, agent or
finder on tenant's behalf in consummating the transaction described in this
lease or in introducing the parties to each other in connection therewith and
tenant has no knowledge of any broker, agent or finder or any person or entity
who is entitled or may claim to be entitled to a commission or fee in connection
with the transaction described in this lease. The tenant agrees to indemnify and
hold the landlord harmless from and against any claims, demands, causes or
action, losses, damages, liabilities, obligations, costs, charges and attorney's
fees or expenses which arise by reason of a claim for commission or fee on the
account of this transaction described in this lease made by any broker provided
it is finally adjudicated by a Court or competent jurisdiction that a commission
or fee is due to such broker, agent, finder or other person by reason of their
having dealt with the tenant or having introduced the tenant to the landlord in
connection with the transaction described in this lease. Landlord similarly



represents and warrants that it dealt with no broker or finder in connection
with this lease and agrees to indemnify tenant and hold it harmless against and
from any and all loss, cost, damage and expense, including without limitation,
attorney's fees arising out of a breach of the representation and warranty
contained in this sentence.

66th. All installations, additions, hardware, non-trade fixtures and
improvements, temporary or permanent, which may be made or installed by either
of the parties hereto in or upon the demised premises and which are in any
manner attached to the floors, walls, roofs, ceilings, doors or windows shall be
the landlord's property and shall, upon the demised premises and which are in
any manner attached to the floors, walls, roof, ceilings, doors or windows shall
be the landlord's property and shall, upon termination of the term by lapse of
time, or otherwise, remain upon and be surrendered with the demised premises as
part thereof, all without compensation, allowance or credit to tenant.
Notwithstanding the foregoing, all of tenant's moveable personal property and
trade fixtures shall be and remain the property of tenant irrespective of
whether the same are attached to the demised premises and tenant may remove same
and shall repair any damage caused by their removal. Upon termination of the
term of this lease or of tenant's right to possession, tenant shall surrender to
landlord at the place where rent is payable all keys for the demised premises.
Tenant shall, prior to any such termination of the term of this lease or of
tenant's right to possession, remove from the demised premises all tenant's
furniture, trade fixtures and other personal property of every kind whatsoever
not becoming landlord's property as hereinbefore specified, and in default of
such removal by tenant, all such property, and every interest of tenant in the
same, shall be conclusively presumed to have been conveyed by tenant to landlord
under this lease as a bill of sale without compensation, allowance, or credit to
tenant. Tenant shall, upon such termination of the term of this lease or of
tenant's right to possession, return to landlord the demised premises and all
equipment and fixtures comprising a part therein in a "broom clean" condition,
ordinary wear and tear, damage by fire, casualty, taking, and landlord's failure
to make repairs required of it excepted.

67th. The tenant covenants not to use the buildings on the demised premises for
any illegal or unlawful purpose. Tenant shall not at any time use or occupy the
demised premises in violation of the certificate of occupancy issued for the
building. Landlord shall cooperate with tenant in obtaining any appropriate
change to the existing certificate of occupancy for the building in order to
allow the demised premises to be used for the permitted use. It the event the
tenant obtains an approval for the amendment of the existing certificate of
occupancy for the building or a new certificate of occupancy to accommodate the
permitted use and if tenant completes all the alterations to the demised
premises in order to entitle it to receipt of the amended certificate of
occupancy of such new certificate of occupancy, then tenant may commence the
conduct of its business unless such conduct shall jeopardize landlord's
ownership interest in the real property of which the demised premises form a
part or otherwise subject landlord to criminal liability as long as tenant
diligently pursues obtaining such amended or new certificate of occupancy. In
the event that in order to obtain an amended or new certificate of occupancy as
aforesaid, it is necessary to cure any violations of applicable law affecting a



part of the building outside of the demised premises, then landlord shall be
responsible to effect such cure promptly at its sole cost and expense.

68th. Tenant shall, before making any alterations, additions, installations, or
improvements, obtain all necessary permits, approvals and certificates required
by any governmental agency, department or quasi-governmental body having
jurisdiction thereof. Upon completion of tenant's work, the tenant shall
promptly arrange to have tenant's work inspected and "signed off" of record by
the appropriate governmental agency, department or quasi-governmental body
having jurisdiction thereof. Tenant agrees to carry and will cause tenant's
contractors and sub-contractors to carry such workers compensation, general
liability, personal and property damage insurance as landlord may reasonably
require, but not in excess of the limits required by tenant hereunder. 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 work, signed by tenant's general contractor.
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 to pursuant to this paragraph, the same shall be discharged by tenant
within forty-five (45) days thereafter, at tenant's own cost and expense, by
payment or filing the bond required by law.

69th. This lease is subject and subordinate to al ground or underlying leases
and to all mortgages which may now or hereafter affect such leases or the real
property of which the demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lease or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In Confirmation of such subordination,
tenant shall execute promptly any certificate that owner may reasonably request.
Landlord shall, as a condition precedent to the delivery of possession the
demised premises, deliver to tenant, a subordination, non-disturbance and
attornment agreement to in form and content reasonably satisfactory to tenant
from every holder of a superior lease or mortgage (an "SNDA"). Furthermore,
tenant's agreement to subordinate its interest in this lease to any future
mortgage or superior lease or any amendments to any existing mortgage or
superior lease, is conditioned on the receipt of an SNDA in connection with
same.

70th. Tenant covenants and agrees that at all times tenant's use of electric
current shall not exceed the capacity of the existing main electric service to
the building, or lines, meters and circuit panels directly relating to and
feeding the demised premises. The tenant may not use any electrical equipment
which, in landlord's opinion, reasonably exercised, will overload such
installations or interfere with the use thereof by other tenants of the
building. The change at any time of the character of electric service shall in
no wise make landlord liable or responsible to tenant, for any loss, damages or
expenses which tenant may sustain, except if due to the negligence or willful
acts of landlord, its agents, employees or contractors.


71st. This lease and the obligation of tenant to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of tenant to be
performed shall in no wise be affected, impaired or excused because landlord is
unable to fulfill any of landlord's obligations under this lease or to supply or
is delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures if landlord is prevented or delayed from so doing by reason of strike
or labor troubles or any cause whatsoever beyond landlord's reasonable control,
including but not limited to, government preemption in connection with a
National Emergency or by reason of any rule, order or regulation of any
department or subdivision thereof of any government agency or by reason of the
conditions of supply and demand which have been or are affected by war or other
emergency. The force majeure protection afforded hereunder shall, likewise,
extend to tenant and shall forgive tenant's performance under this lease as long
as tenant is prevented from performing, by virtue of reasons beyond tenant's
reasonable control, provided, however, in no event shall the tenant be forgiven
from the payment of rent.

72nd. Failure to Surrender Possession:

     (1) The parties recognize and agree that the damage to owner resulting from
any failure by tenant to timely surrender possession of the premises will be
substantial, will exceed the amount of the monthly installments of the rent
payable hereunder, and will be impossible to measure accurately.

     (2) Tenant therefore agrees that if possession of the premises is not
surrendered to owner upon the expiration date or sooner termination of the
lease, in addition to any other rights or remedies owner may have hereunder or
at law, tenant shall pay to owner, as liquidated damages, for each month and for
each portion of any month during which tenant holds over in the premises after
the expiration date or sooner termination of this lease, a sum equal to two (2)
times the aggregate of that portion of the base annual rent and additional rent
that was payable under this lease during the last month of the term.

     (3) Nothing herein contained shall be deemed to permit tenant to retain
possession of the premises after the expiration date or sooner termination of
the lease.

     (4) The provisions of this paragraph shall survive the expiration date or
sooner termination of the lease.

73rd. The tenant shall take appropriate action to eliminate any criticism or
comply with any recommendation with respect to tenant's use of the demised
premises which any of landlord's insurance carriers may reasonably make to keep
landlord's insurance in effect. In the event tenant shall fail to comply


herewith, after written notice from landlord, within the time allowed by said
insurance company to keep landlord's insurance in effect and/or to keep the
current rate, landlord may do what is necessary to eliminate or comply therewith
and in such event, may charge tenant with the cost of same as additional rent.

74th. The parties shall, without charge at any time, and from time to time,
within ten (10) days after request by the other:

          Certify by written instrument, duly executed acknowledged and
          delivered, to any mortgagee, assignee of any mortgage or purchaser, or
          any other person, firm or corporation specified by the requesting
          party:

          i)   that this lease is unmodified and in full effect (or, if there
               has been modification that the same is in full force and effect
               as modified stating the modifications);

          ii)  whether or not there are then existing any setoffs or defenses
               against the enforcement of any of the agreements, terms,
               covenants, or conditions hereof upon the part of landlord to be
               performed or compiled with (and, if so, specifying the same);

          iii) the date, if any, to which the rental and other charges hereunder
               have been paid in advance; and

          iv)  containing such other information as the requesting party shall
               reasonably require.

75th. If the landlord or any successor in interest be an individual, joint
venture, tenancy in common, co-partnership, unincorporated associates, or other
unincorporated aggregate of individuals (all of which are referred to below,
individually and collectively, as an "unincorporated Landlord"), then, anything
elsewhere to the contrary notwithstanding, tenant shall look solely to the
estate and property of such unincorporated landlord in the real property of
which the demised premises form a part and the proceeds thereof for the
satisfaction of tenant's remedies for the collection of a judgment (or other
judicial process) requiring the payment of money by landlord in the event of any
default or breach by landlord with respect to any of the terms, covenants and
conditions of the lease to be observed and / or performed by landlord, and no
other property or assets of such unincorporated landlord shall be subject to the
levy, execution or other enforcement procedures for the satisfaction of tenant's
remedies.

76th. Should there be any conflict between any provisions in the printed portion
of this lease and those contained in the typewritten, portion thereof, then the
terms, covenants and conditions in the typewritten portion shall be controlling
hereunder.

77th.     a) In amplification of Article #4 of this lease, and in addition
          thereof, the tenant agrees that, at tenant's sole cost and expense,
          and in a manner reasonably satisfactory to the landlord, the tenant
          shall keep, put replace and maintain the demised premises and all
          tenant's equipment, fixture, motors,


          appurtenances, installations and improvements, and every part thereof
          (except for repairs which the landlord is required to make as
          hereinafter set forth) in good repair, good working order and good
          condition and which shall be deemed to include, but not exclusively
          plumbing, the drains, the heating system and piping, air conditioning
          system, electrical fixtures and conditioning system, electrical
          fixtures and systems, whether the same be interior, exterior, ordinary
          s well as extraordinary, foreseen or unforeseen.

          b) It is in the intention of the parties and the parties do hereby
             agree that the sole repairs which the landlord shall make to the
             demised remises shall be repairs to the roof, roof drainage system,
             all structural elements of the building, all building systems up to
             the point at which they exclusively serve the demised premises, all
             exterior walls of the demised premises, all common areas of the
             building and the sidewalks adjacent to the building, including
             cleaning the same and keeping the same free of debris, snow and
             ice, all other repairs and replacements shall be made by the tenant
             at tenant's own cost and expense. Doors, glass windows and
             storefronts shall not be deemed to be part of the exterior walls,
             and any repairs or replacements thereto shall be made by the
             tenant.

          c) Tenant agrees to pay to the landlord fifty (50%) percent of any
             fire alarm or sprinkler system maintenance fee. Such amounts shall
             be additional rent and shall be payable within thirty (30) days of
             demand therefore.

          d) Tenant shall be entitled to connect to and use the building's
             heating ventilating, air conditioning, electric, sprinkler, water,
             sewer and fire alarm system. Tenant shall have exclusive use of the
             HVAC equipment serving the ground floor of the building and shall
             be entitled to separate the system serving the basement so that the
             units serving the basement shall be available for tenant's
             exclusive use.

78th. In any construction of the terms of this lease, none of its terms shall be
construed against the landlord by reason of the fact that the landlord or
landlord's attorney drew this lease, since the final terms of this lease are the
joint effort of the attorneys for the landlord and tenant.

79th. Tenant shall have the right to erect a sign and banner or flag at the
front of the demised premises, and a flagpole or similar structure, provided,
however, that the plans for the size location and type of sign shall first be
submitted to landlord for landlord's consent, which consent landlord agrees no
to unreasonably withhold. In the event the landlord consents, as aforesaid, the
tenant agrees that the erection of any such signs or banners shall be in
accordance with all applicable laws, orders, rules and regulations of any
governmental or municipal agency having jurisdiction thereof. In the event the
landlord or the landlord's representatives shall deem it necessary to remove any
such signs or banner in order to paint the said demised premises or the building
wherein same is situated or make any other repairs, alterations or improvements


in or upon said demised premises or building or any part thereof, the landlord
shall have the right to do so, providing the same be removed and replaced at the
landlord's expense, whenever the said repairs, alterations or improvements shall
be completed.

80th. The transfer of any equity interest in tenant shall not be deemed an
assignment of this lease unless the principal purpose of such transfer is to
effect an assignment of this lease in contravention of the provisions of this
lease, respecting assignment. In any event, the transfer of all or substantially
all of the equity interest in tenant while tenant continues to operate as going
concern shall not be deemed an assignment of this lease or require landlord's
consent.

81st. The annual rent for the first year payable under this lease shall be
$480,000.00 per annum payable in advance on the 1st day of each month in the sum
of $40,000.00 per month. Thereafter, the rent shall be increased as follows:

     January 1, 2002 - December  31, 2002         $41,200.00       per month
     January 1, 2003 - December  31, 2003          42,436.00       per month
     January 1, 2004 - December  31, 2004          43,709.08       per month
     January 1, 2005 - December  31, 2005          45,020.25       per month

     This includes one reserved parking space. Such rent is to be paid in two
separate checks, i.e. for the first year, $35,000.00 and $5,000.00. This
arrangement shall continue with the appropriate increase on an annual basis.

82nd. In addition to the monthly rent, the tenant shall pay a monthly
maintenance / cleaning service charge for the first year in the sum of
$2,750.00. Such fee will include the landlord providing daily (six (6) days per
week) cleaning of the demised premises including cleaning supplies, paper
supplies, etc. Bathrooms will be cleaned at least twice daily and will be
re-supplied periodically during the day as needed. Windows will be cleaned at
least quarterly. Such amount will not include an HVAC maintenance contract which
it is agreed to be the responsibility of the tenant to maintain. Such amount
will also not include waxing of the floors or the supplying of bulbs by the
landlord, although the landlord agrees to store the tenant's bulbs for the
tenant and replace them. The tenant shall provide its own plumber, electrician
and other similar type contractors,. The landlord shall provide all carting and
garbage removal services, including separating garbage.

     After the first year, the maintenance/ cleaning service charge shall be
increased as follows:

     January 1, 2002 - December  31,2002$2,832.50         per month
     January 1, 2003 - December  31,2003  2,917.48        per month
     January 1, 2004 - December  31,2004  3,005.00        per month
     January 1, 2005 - December  31,2005  3,095.15        per month



83rd. The tenant has examined the premises and takes same in all respects " as
is" and at his own expenses will prepare the premises for occupancy. In
consideration of the tenant taking the premises "as is" , the tenant shall have
the premises rent free for the remainder of the month of January, 2001, and the
month of February, 2001, although the tenant will deposit the first month's
rent, together with two months security, upon the signing of this lease. The
maintenance / cleaning service charge as set forth above shall commence thirty
(30) days after the landlord begins supplying such service but in any event no
later than May 1, 2001.

84th. Tenant shall pay its own electricity and gas with regard to the first
floor space and will reimburse the landlord for (50%) percent of the electric
and gas for the basement. Same shall be additional rent and shall be collectible
within thirty (30) days of demand therefore which demand shall be accompanied by
copies of the applicable bills from the local utilities.

LATE PAYMENT CLAUSE.
85th. In the event that Tenant shall fail to pay any fixed rent or additional
rent within five (5) days after fax notice that same is overdue, Tenant shall be
required to pay a late charge of $.05 for each $1.00 which remains unpaid after
such five (5) day period. If Tenant shall fail to pay when due any installment
or payment of fixed rent or additional rent for a periods of (5) days after fax
notice that same is overdue, Tenant shall pay interest thereon at a rate
("interest rate") equal to the lesser of 20% per annum or the maximum legal rate
then prevailing from the date on which such interest shall be deemed to be
additional rent. Such interest shall be in addition to any late payment charge.
If Tenant shall make any payments due hereunder by ordinary check, and that
check shall be returned for insufficient funds or uncollected funds, or the
account being closed; then landlord shall not be obligated to accept any payment
from or on behalf of tenant other than by certified check or official bank
check. If payment made by tenant to landlord shall be returned for any of the
above reasons, there shall be an additional charge to tenant of fifty ($50.00)
dollars.

     Notwithstanding the contents of the paragraph, in the event that the tenant
withholds payment because of a dispute as to the amount or the nature of the
evidence supplied by the landlord supporting the calculations of any fixed or
additional rent payment required to be paid by the tenant, then the five (5) day
or ten (10) day period above mentioned shall not be deemed to commence until the
dispute has been resolved.

86th. Tenant covenants and agrees, at its sole cost and expense, to comply with
all present and future laws, orders, and regulations of all state, federal,
municipal and local governments, departments, commissions, and boards regarding
the collection, sorting, separation and recycling of waste products, garbage,
refuse and trash into such categories as provided by law. Each separately sorted
category of waste products, garbage, refuse and trash shall be replaced in
separate receptacles reasonably approved by Owner. Tenant shall pay all costs,
expenses, fines, penalties or damages that may be imposed on or tenant by reason
of tenant's failure to comply with the provisions of his article, and, at
tenant's sole cost and expense, shall indemnify, defend, and hold Owner harmless


(including legal fees and expense) from and against any actions, claims, and
suits arising from such non-compliance. Nothing contained herein shall obligate
the owner to provide for the collection of waste, garbage, refuse and trash.
This paragraph is subject to paragraph 82nd.

87th. If any governmental authority requires a permit for tenant's alterations,
tenant must obtain same at tenant's expense.

88th. Owner's Right to Perform Building Renovations:

     (1)  Tenant understand and agrees that owner may, at any time or from time
          to time during the term of this lease, perform substantial renovation
          work in an to the building or the mechanism system serving the
          building ( which work may include, but need not be limited to, the
          repair or replacement of the building's exterior facade, exterior
          window glass, elevators, electrical systems, air conditioning and
          ventilating systems, plumbing systems, common hallways, or lobby), any
          of which word may require access to the same from within the premises.

     (2)  Tenant agrees that:

          (a) Owner shall have access to the premises at all reasonable times,
              upon reasonable notice, for the purpose of performing such work,
              and

          (b) Owner shall incur no liability to tenant, nor shall tenant be
              entitled to any abatement of rent on account of any noise,
              vibration, or other disturbance to tenant's business at the
              premises (provided that tenant is not denied access to said
              premises) which shall arise out of said access by owner or by the
              performance by owner of the aforesaid renovations at the building.
              Any damage caused by the conduct of these activities by owner
              shall be promptly repaired at owner's sole cost and expense.

     (3)  Owner shall use reasonable efforts to avoid disruption of tenant's
          business during any such entry upon the premises or the conduct of
          such activity by owner.

     (4)  It is expressly understood and agreed by and between owner and tenant
          that if tenant shall commence any action or proceeding seeking
          injunctive, declaratory, or monetary relief in connection with the
          rights reserved to owner under this provision, if owner shall commence
          any action or proceeding to obtain access to the premises in
          accordance with this provision, and if owner shall prevail in any such
          action, then tenant shall pay to owner, as additional rent under this
          lease, a sum equal to all legal fees, costs, and disbursements
          incurred by owner in any way related to or arising out of such action
          or proceeding.

     (5)  Notwithstanding the forgoing, in the event that the nature of the work
          to be not undertaken by landlord will cause disruption in the conduct
          of tenant's business in the demised premises, then landlord shall


          conduct such work during those hours and days in which tenant is not
          conducting business in the demised premises. If it is not possible or
          practical to conduct such work during hours or on days that tenant is
          no conducting items of rent shall be afforded to tenant to compensate
          if for any understands that excessive noise or occupying classrooms
          for such work while classes are to be conducted will be deemed to be
          circumstances in which such an abatement will be appropriate.

89th. Tenant shall install a fire door in the basement, subject to code, in
order to separate its leased space from the remainder of the basement.

90th. Landlord reserves the right to increase the elevator space at the premises
any may take back a portion of the basement space as set forth on the attached
diagram. No more than 20 square feet of space may be taken from the demised
premises. If any such space is taken, then an appropriate reduction in the
annual rent shall be effected based on the square footage of the demised
premises.

91st. Wherever landlord's consent or approval is required hereunder, such
consent or approval will not be unreasonably withheld or delayed.

92nd. Landlord shall provide tenant with access to the elevator serving the
basement on a limited basis to permit handicapped access to the portion of the
demised premises located in the basement but it is the intent of this agreement
that elevator access to non-handicapped persons will not be provided.

93rd. Tenant shall be entitled to operate its business in the demised premises
at such hours and on such days as tenant shall elect consistent with its sound
business judgment, and access to the building shall be provided for that purpose
at all times, except there shall be no handicapped access after 7:00 P.M.

94th. Tenant shall have access to the lobby on the eastern side of the building
to access the elevator therein for handicapped accessibility and for the
purposes of moving heavy materials into the demised premises and within the
demised premises, except that there shall be no access to the eastern side or to
the elevator after 7:00 P.M.

95th. Tenant shall be entitled to construct and operate a cafeteria to serve the
demised premises provided the appropriate permits are obtained prior to
operating same. There shall be no cooking in any such cafeteria except by
microwave or other similar heating or reheating devices.

96th. Landlord agrees that during the term of this agreement, it will not permit
any portion of the building to be used as a restaurant or nightclub.

97th. With regard to the HVAC units serving the demised premises, the tenant
shall be responsible for any repair or replacement of such units during the five


years lease term. In the event that the tenant exercises its option as contained
herein, commencing with the first year of the option term, the landlord shall be
responsible for twenty (20%) percent of such charges; forty (40%) percent of
such charges in the second year; sixty (60%) percent of such charges in the
fourth year of the option term; eighty (80%) percent of such charges in the
fourth year of the option term; and on hundred (100%) percent of such charges
during the last year of the option term.

98th. The tenant shall pay to the landlord forty (40%) percent of any and all
water charges for the building. Such amount shall be additional rent and shall
be payable within thirty (30) days of demand therefore.

99th. Provided the tenant is not in default under the terms of this lease beyond
any applicable grace or cure period, the tenant may renew this lease for an
additional five (5) year term at the following rate:

     January 1, 2006 - December  31,2006$47,046.16        per month
     January 1, 2007 - December  31,2007  48,457.54       per month
     January 1, 2008 - December  31,2008  49,491.27       per month
     January 1, 2009 - December  31,2009  51,408.61       per month
     January 1, 2010 - December  31,2010  52,950.87       per month

     The monthly payment as contained in paragraph 82nd herein shall continue to
increase at a cumulative annual rate of three (3%).

     Notice of the tenant's intention to exercise its option herein shall be
delivered to the landlord on or before June 30, 2005.

     If the option is exercised, the tenant shall simultaneously deposit
additional security with the landlord so that the deposit equals two month's
rent during the last year of the option period.

100th. Tenant shall have access to the roof of the building for the purpose of
installing, maintaining and repairing and replacing a small satellite dish and
related equipment to serve the demised premises. Such satellite dish must be of
the small variety and must not interfere with any rooftop garden that may be
built.

101st. To the extent that any of tenant's obligations hereunder are based on a
percentage of the total cost associated with the building or some portion
thereof and if landlord expands the size of the building and, consequently, the
relevant cost is increased by virtue of such increase in size, then appropriate
adjustment shall be made in the percentage for which tenant is responsible. In
that regard, tenant shall not be responsible for any increase in real estate
taxes associated with any increase in the size of the building.


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JUYI, INC.                                     INTERBORO INSTITUTE, INC.



BY:__________________________                  BY:__________________________