TOTAL IDENTITY CORP
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>ex-10_7.txt
<TEXT>

<PAGE>

                                                                  Exhibit 10.7

                                      LEASE

LEASE, dated October , 2003, between 2340 TOWNLINE ROAD CORPORATION,  a New York
corporation,  having a principal  address at 2340  Brighton-Henrietta  Town Line
Road, Rochester, New York 14623, ("Lessor"), and TOTAL IDENTITY SYSTEMS CORP., a
New York corporation, having a principal address at 2340 Brighton-Henrietta Town
Line Road, Rochester, New York 14623 (the "Lessee"),

1.       The Demised Premises; Lease Term; Renewal Term

         In  consideration  of the  Rent  hereinafter  reserved  and the  terms,
covenants and conditions set forth in this Lease to be observed and performed by
Lessee,  Lessor hereby demises and leases to Lessee, and Lessee hereby rents and
takes from Lessor, the following property (collectively  hereinafter referred to
as the "Demised Premises"):  2340  Brighton-Henrietta Town Line Road, Rochester,
New York 14623; (a) all the land (the "Land") described in Exhibit A hereto; (b)
all buildings,  structures and other  improvements (the  "Improvements")  now or
hereafter  located on the Land,  other than  Lessee's  Equipment as  hereinafter
defined; and (c) all rights of way or of use, servitudes,  licenses,  tenements,
appurtenances  and  easements  now or  hereafter  belonging or  pertaining  unto
Lessee, and the permitted  successors and assigns of Lessee, upon and subject to
all of the terms, covenants and conditions herein contained, for a ten (10) year
term commencing on October , 2003, and terminating on October , 2013.

         If the  Lessee  is  then  in  compliance  with  all of  the  terms  and
conditions  of this  Lease,  the Lessee  shall have one (1) option to renew this
Lease for one (1) five (5) year term,  which shall  commence  on the  expiration
date of the initial term of this Lease.  All terms and  conditions of this Lease
shall remain in full force and effect during the renewal  term,  except that the
Lessee shall have no other renewal option, and the annual rent shall be adjusted
to reflect the increase in the Consumer Price Index applicable to the Rochester,
New York,  metropolitan  area in the period between the commencement date of the
initial term of the Lease and the  commencement  date of the renewal term of the
Lease.  This option  shall be  exercised by the Lessee no later than one hundred
twenty  (120)  days prior to the  expiration  date of the  initial  term of this
Lease.

2.       Rent

         Lessee  covenants  to pay to Lessor as a net  minimum  rent (the "Fixed
Rent")  during the Lease Term the sum of TWO HUNDRED  SEVENTY  THOUSAND  DOLLARS
($270,000.00)  per annum for the  principal  of the  Lease  Term,  or the sum of
TWENTY TWO THOUSAND FIVE HUNDRED DOLLARS ($22,500.00) per month.

         The  Fixed  Rent   shall  be  payable  in  advance  in  equal   monthly
installments on the first day of each calendar month. If the Lease Term does not
commence on the first day of a month,  the Fixed Rent for the month in which the
Lease Term commences shall be appropriately  apportioned.  The first installment
of Fixed Rent shall be paid  simultaneously  with the  execution  of this Lease.
Each date on which Fixed Rent is payable hereunder is hereinafter referred to as
a "Rent Payment Date".

                                       1
<PAGE>

         Lessee  also  covenants  to pay,  from time to time as provided in this
Lease,  as  Additional  Rent:  all other  amounts and  obligations  which Lessee
assumes or agrees to pay under this  Lease;  interest at the rate of ten percent
per annum on such of the foregoing amounts and obligations as are payable to the
Lessor  and are not paid  within  ten days  after the due date (or,  if a demand
therefore  is required  by the terms of this  Lease,  within ten days after such
demand), from the due date or such demand, as the case may be, until the payment
thereof;  and interest at the rate of ten percent per annum on all  installments
of Fixed Rent not paid on the due date,  from the due date until paid. If Lessee
fails to pay any such Additional Rent, Lessor shall have all the rights,  powers
and  remedies  provided for in this Lease or at law or in equity or otherwise in
the case of nonpayment of rent.

         All Fixed Rent and Additional Rent (collectively  hereinafter  referred
to as "Rent") shall be paid in such coin or currency (or, subject to collection,
by good check  payable in such coin or currency) of the United States of America
as at the time  shall be legal  tender for the  payment  of public  and  private
debts,  at the office of Lessor as set forth above, or at such place and to such
person as Lessor from time to time may designate.

3.       No Counterclaim or Abatement

         All Rent shall be  absolutely  net to Lessor so that this  Lease  shall
yield to Lessor the full amount of the installments thereof throughout the Lease
t without  deduction.  All Rent shall be paid to Lessor without notice,  demand,
counterclaim,  setoff,  deduction or defense, and nothing shall suspend,  defer,
diminish,  abate or reduce an Rent, except as otherwise specifically provided in
this Lease.

4.       Use of Demised Premises

         Lessee covenants that the Demised premises shall be used solely for the
design and manufacture of electrical and neon signage,  and commercial  awnings,
and related uses and for no other purpose, unless approved in writing by Lessor.

         Lessee shall not do or permit any act or thing which is contrary to any
legal Requirements or Insurance Requirements, or which might impair the value or
usefulness of the Demised Premises or any part thereof.

         Lessee shall no do or suffer any waste, damage, disfigurement or injury
to the Demised Premises.

5.       Condition of Demised Premises

         Lessee  represents  that Lessee has examined and is fully familiar with
the physical condition of the Demised Premises,  the Improvements  thereon,  the

                                       2
<PAGE>

sidewalks and  strictures  adjoining the same,  subsurface  conditions,  and the
present tenancies,  and uses thereof.  Lessee accepts the same, without recourse
to Lessor, in the condition and state in which they now are, and agrees that the
Demised  Premises  complies in all respects with all requirements of this Lease.
Lessor makes no  representation  or  warranty,  express or implied in fact or by
law, as to the nature or  condition of the Demised  Premises,  or its fitness or
availability for any particular use, or the income from or expenses of operation
of the  Demised  Premises,  EXCEPT  THAT  Lessor  represents  that,  during  its
ownership of the Demised Premises,  the Lessor:  (i) has been in compliance with
any and all applicable  foreign,  federal,  state and local laws and regulations
relating to the  protection  of human  health and  safety,  the  environment  or
hazardous  or  toxic   substances   or  wastes,   pollutants   or   contaminants
("ENVIRONMENTAL  LAWS"),  (ii)  has  received  all  permits,  licenses  or other
approvals  required  of it under  applicable  Environmental  Laws to conduct its
business and (iii) has been in compliance  with all terms and  conditions of any
such permit,  license or approval where such noncompliance or failure to receive
permits,  licenses or approvals  referred to in clauses (i), (ii) or (iii) above
could have, individually or in the aggregate, a material adverse effect.

6.       Maintenance and Repair

         Lessee,  at all times  during the Lease Term and at  Lessee's  expense,
shall keep the Demised  Premises,  and all Improvements now or hereafter located
thereon,  and all facilities and equipment thereon, and the adjoining sidewalks,
parking lots,  curbs,  vaults and vault space, if any, streets and ways, and all
appurtenances to the Demised  Premises,  in a good and clean order and condition
and in such condition as may be required by all Legal Requirements and Insurance
Requirements,  and promptly  shall make all  necessary or  appropriate  repairs,
replacements  and  renewals  thereof,  whether  extraordinary,  or  foreseen  or
unforeseen. All repairs, replacements and renewals shall be equal in quality and
class to the original  work.  Lessee  waives any right created by any law now or
hereafter in force to make repairs to the Demised Premises at Lessors'  expense.
All property and  equipment  shall re returned to Lessor at the end of the Lease
Term in good working  order.  Lessee  shall be  responsible  for all  structural
repairs,  and for the  maintenance,  repair and  replacement of all  electrical,
mechanical,  plumbing, heating, ventilation and air conditioning systems. Lessee
shall be responsible for waste disposal and snow plowing.

7.       Alterations and Additions

         Lessee shall not be entitled to make any alterations of or additions to
the  Demises  Premises  without  the  prior  written  consent  of Lessor in each
instance.

         The  title  to  all  additions,   repairs  and   replacements   to  any
Improvements made during the Lease Term and any renewal thereof, forthwith shall
vest in Lessor, and said Improvements, additions, repairs and replacements shall
be and become the sole and absolute property of Lessor, without an obligation of
payment by lessor therefor.

8.       Impositions


                                       3
<PAGE>



Subject to Article 11 relating to contests,  Lessee, at Lessee's expense,  shall
bear,  pay and discharge all  Impositions at least twenty days prior to the last
day upon which the same may be paid without any interest,  penalty, fine or cost
being  added for the late  payment  thereof,  and shall  furnish  to Lessor  for
inspection   within  thirty  days  after  request,   official  receipts  of  the
appropriate  taxing authority or other proof  satisfactory to Lessor  evidencing
such payment. If by law any Imposition may be paid in installments, Lessee shall
be obligated to pay only those installments as they become due from time to time
before any interest,  penalty, fine or cost may be added thereto. Any Imposition
relating to the fiscal period of the taxing authority, part of which is included
within the Lease Term and a part of which  precedes or extends  beyond the Lease
Term, shall, if Lessee shall not be in default hereunder, be apportioned between
Lessor and Lessee as of the  commencement of expiration,  as the case may be, of
the Lease Term.

         At the option of Lessor,  which may be exercised  by written  notice to
Lessee,  Lessee shall pay to Lessor,  on each Rent Payment Date during the Lease
Term,  an amount  equal to one twelfth  (1/12) of all  Impositions  becoming due
within the ensuing  twelve  months,  as  reasonably  estimated  by Lessor.  Such
estimate, and consequently the monthly installments, may be adjusted at any time
by Lessor.  Each year Lessor shall provide to Lessee an accounting,  and if such
accounting  shows that the total of the monies  received  hereunder  exceeds the
amounts  paid by Lessor for all  Imposition,  Lessee  shall be credited  for the
difference against the next installments becoming due hereunder.  If Immediately
prior to any Rent Payment Date any Imposition is due, in whole or in part, or if
on the  rendering  of an  accounting  as  aforesaid a  deficiency  exists or may
reasonably  be  expected,  Lessee  shall pay the same to Lessor on  demand.  The
obligations of the parties hereunder shall survive the expiration or termination
of the Lease Term.

9.       Compliance With Requirements

         Subject to Article 11 relating to contests,  Lessee, at all time during
the Lease Term and at Lessee's expense,  promptly and diligently  shall:  comply
with  all  Legal  Requirements  and  Insurance  Requirements,   whether  or  not
compliance  therewith shall require  structural  changes in the  Improvements or
interfere  with  the use and  enjoyment  of the  Demised  Premises  or any  part
thereof; comply with any instruments of record at the time affecting the Demised
premises  or any part  thereof  including  the  instruments  listed in Exhibit B
hereto; and procure, maintain and comply with all permits, licenses,  franchises
and other  authorizations  required  for any use of the Demised  Premises or any
part  thereof  then being  made,  including  without  limitation,  all  permits,
licenses,  and  franchises  which  Lessee is  required  to obtain for the proper
erection, installation, operation or maintenance of the Improvements or Lessee's
Equipment or any part thereof.

10.      Liens

         Lessee shall not directly or indirectly  create or permit to be created
or to remain,  and shall  discharge,  any  mortgage,  lien,  security  interest,
encumbrance  or charge  on,  pledge of or  conditional  sale or other  retention
agreement  with respect to the Demised  Premises or any part  thereof,  Lessee's
interest  therein,  or any Fixed Rent or other Rent  payable  under this  Lease,
other than: the Occupancy  Leases;  liens for  impositions  not yet payable,  or

                                       4
<PAGE>

payable  without  the  addition  of any  fine,  penalty,  interest  or cost  for
nonpayment,  or being contested as permitted in Article 11 hereof; and the liens
of mechanics,  materialmen,  suppliers or vendors, or right thereto, incurred in
the  ordinary  course of business  for sums which under the terms of the related
contract  are not at the time due,  provided  that  adequate  provisions  of the
following paragraph are complied with.

         If, in connection with any work being performed by or for Lessee or any
subtenant or in connection  with any materials  being furnished to Lessee or any
subtenant,  and  mechanic'  lien or other lien or charge  shall be filed or made
against the Demised Premises or any part thereof,  or if any such lien or charge
shall be filed or made against Lessor,  the Lessee, at Lessee's expense,  within
thirty days after such lien or charge shall have been filed or made, shall cause
the same to be canceled and discharged or record by payment  thereof or filing a
bond or otherwise.  Lessee promptly and diligently shall defend any suit, action
or proceeding  which may be brought for the  enforcement of such lien or charge;
shall satisfy and discharge any judgment entered therein within thirty days from
the entering of such judgment by payment  thereof or filing a bond or otherwise;
and on demand shall pay all damages,  costs and expenses,  including  reasonable
attorneys' fees, suffered or incurred by Lessor in connection therewith.

         Nothing contained in this Lease shall constitute any consent or request
by Lessor,  express or implied,  for the performance of any labor or services or
the  furnishing  of any  materials  or other  property in respect of the Demised
Premises or any part thereof,  or as giving Lessee any right, power or authority
to contract for or permit the performance of any labor or services or furnishing
of any  materials or other  property in any fashion that would permit the filing
or making of any lien or claim against Lessor or the Demised Premises.

11.      Permitted Contests

         Lessee, at Lessee's expense,  after prior written notice to Lessor, may
contest,  by appropriate legal proceedings  conducted in good faith and with due
diligence,  the amount or validity or  application,  in whole or in part, of any
Imposition  or any Legal  Requirement,  or the  application  of the  instruments
referred  to in Exhibit B hereto,  provided  that:  Lessee  shall first make all
contested  payments,  under protest if Lessee desires,  unless such  proceedings
shall  suspend the  collection  thereof from Lessor,  from any Rent and from the
Demised Premises; neither the Demised Premises, nor any part thereof or interest
therein, nor any Rent would be in any danger of being sold,  forfeited,  lost or
interfered with; in the case of a Legal Requirement,  Lessor would not be in any
danger of any  additional  civil or  criminal  liability  for  failure to comply
therewith and the Demised Premises would not be subject to the imposition of any
Lien a result of such failure; and Lessee shall have furnished such security, if
any, as may be reasonably requested by Lessor.

12.      Utility Service

         Lessee shall pay all charges for all public or private utility services
and all sprinkler systems and protection  services at any time rendered to or in
connection with the Demised Premises or any part thereof;  shall comply with all

                                       5
<PAGE>

contracts relating to any such services;  and shall do all other things required
for the maintenance and continuance of all such services.

13.      Insurance

         Lessee,  at all times  during the Lease Term and at  Lessee's  expense,
shall  provide and maintain in full force and effect with  insurers  approved by
Lessor; (a) insurance with respect to the Improvements against loss or damage by
fire, lightning,  windstorm, hail, explosion, riot, riot attending strike, civil
commotion,  aircraft, vehicles, smoke and other risks from time to time included
under "extended coverage"  policies,  in an amount equal to at least 100% of the
full  replacement  value of the  Improvements,  and in any  event  in an  amount
sufficient to prevent  Lessor or Less from becoming  coinsurer of any loss under
applicable  policies,  which shall be written on a replacement  cost basis;  (b)
public liability and property damage insurance protecting Lessor against any and
all liability occasioned by negligence,  occurrence,  accident or disaster in or
about the  Demised  Premises or any part  thereof,  or the  Improvements  now or
hereafter  erected  thereon,  or adjoining  sidewalks,  curbs,  vaults and vault
space,  if any,  streets  or ways,  or any  appurtenances  thereto,  in  amounts
approved from time to time by Lessor, which amounts at the date hereof shall be,
in the case of public liability,  $1,000,000.00 per person and $3,000,000.00 per
accident,  and in the  case  of  property  damage,  $500,000.00;  (c)  explosion
insurance  in respect of any steam and  pressure  boilers and similar  apparatus
located on the Demised Premises in amounts  approved by Lessor,  which amount at
the date hereof  shall be  $500,000.00  (d) war risk  insurance  when and to the
extent  obtainable  from the  Federal  Government  or any  agency  thereof;  (e)
appropriate  workers'  compensation or other insurance against liability arising
from  claims of  workers  in  respect of and during the period of any work on or
about the Demised  Premises;  (f) if the Demised Premises are located in an area
which has been identified by the Secretary of Housing and Urban Development as a
flood hazard area,  flood  insurance in and amount at least equal to the maximum
limit of coverage  available for the Demised  Premises  under the National Flood
Insurance Act of 1968; and (g) insurance  against such other hazards and in such
amounts as is  customarily  carried by prudent  owners and  operators of similar
properties,  and as Lessor  reasonably  may  request.  In addition,  Lessee,  at
Lessee's  expense,  shall  keep the  rental  value of the  Improvements  insured
against loss or damage by all risks from time to time included  under  "extended
coverage" policies,  in an amount designated by Lessor from time to time , which
amount  shall not exceed the  aggregate  of: the annual Fixed Rent and all other
Rent to be paid by Lessee in the succeeding twelve month period, as estimated by
Lessor; all Impositions  payable by Lessee hereunder of the ensuing twelve month
period,  as estimated by Lessor if not then fixed;  plus the cost of  obtaining,
for a one year period,  all  insurance  the required to be  maintained by Lessee
under this  Article 13.  Lessee  shall  comply with such other  requirements  as
Lessor from time to time  reasonably may request for the protection by insurance
of Lessor's interests.

         All  insurance  maintained  by Lessee  pursuant to this Article 13: (a)
shall,  except for workers'  compensation  insurance,  name Lessor and Lessee as
insureds,  as their  respective  interests  may  appear,  and shall  include  an
effective  waiver by the issuer o all rights of  subrogation  against  any named
insured or such insured's interest in the Demised Premises or any income derived
therefrom;  (b) shall provide that all insurance  claims for losses of less than

                                       6
<PAGE>

$10,000.00  shall be adjusted by Lessee,  and all insurance claims for losses of
such amount or more, except for workers'  compensation  insurance which shall be
adjusted by Lessee,  shall be adjusted by Lessor;  (c) shall provide,  except in
the case of public liability and workers' compensation insurance, that insurance
proceeds  shall be payable to Lessor for the  benefit of Lessor and  Lessee,  as
their respective  interests may appear;  (d) shall provide that any losses shall
be payable  notwithstanding any act or failure to act or negligence of Lessor or
Lessee or any other person;  (e) shall provide that no  cancellation , reduction
in amount or material  change in coverage  thereof  shall be effective  until at
least ten days after receipt by Lessor and Lessee of written notice thereof; and
(f) shall be satisfactory in all other respects to Lessor acting reasonably.

         Upon the execution of this Lease and  thereafter  not less than fifteen
days  prior to the  expiration  date of ay  policy  delivered  pursuant  to this
Article 13,  Lessee  shall  deliver to Lessor the  originals  of all policies or
renewal policies,  as the case may be, required by this Lease, bearing notations
evidencing the payment of the premiums therefor.

         If at any time  Lessee  shall  neglect or fail to  provide or  maintain
insurance or to deliver  insurance  policies in accordance with this Article 13,
Lessor may effect such insurance as agent for Lessee,  by taking out policies in
companies  selected  by  Lessor,  and the amount of the  premiums  paid for such
insurance shall be paid by Lessee to Lessor on demand.

14.      Indemnification By Lessee

         Lessee shall  indemnify  and hold Lessor  harmless from and against all
liabilities, obligations, claims, damages, fines, penalties, interest, causes of
action, costs and expenses,  including attorneys' fees (but excluding any income
or  excess  profits  or  franchise  taxes of Lessor  determined  on the basis of
general  income or revenue or any  interest or  penalties  in respect  thereof),
imposed upon or incurred by or asserted  against Lessor or the Demised  Premises
by reason of the occurrence or existence of any of the following, whether or not
resulting  from any  negligent  act or omission of the Lessor:  Ownership of the
Demised  Premises or any interest  therein,  or receipt of any rent or other sum
therefrom;  any accident,  injury to or death of persons (including  workers) or
loss of or damage to  property  occurring,  or claimed to have  occurred,  on or
about the  Demised  Premises or any part  thereof,  or any  Improvements  now or
hereafter erected thereon,  or the adjoining  sidewalks,  curbs, vaults or vault
space, if any, streets or ways, or appurtenances  thereto;  any use or condition
of the  Demised  Premises  or any  part  thereof,  or  any  Improvements  now or
hereafter erected thereon,  or the adjoining  sidewalks,  curbs, vaults or vault
space, if any,  streets or ways, or  appurtenances  thereto;  any failure on the
part of Lessee  promptly  and fully to comply  with or perform any of the terms,
covenants or conditions of this Lease;  or  performance of any labor or services
or the  furnishing of any materials or other  property in respect of the Demised
Premises or any part  thereof.  In the case any suit,  action or  proceeding  is
brought against Lessor or filed against the Demised Premises or any part thereof
by reason of any such occurrence,  Lessee, upon Lessor's request and at Lessee's
expense,  shall resist and defend such suit, action or proceeding,  or cause the
same to be resisted and defended by counsel designated by Lessee and approved by
Lessor.  The  obligations  of Lessee  under this  Article 14 shall  survive  the
expiration or termination of the Lease Term.

                                       7
<PAGE>

15.      Damage to or Destruction of the Demised Premises

         If  there is any  material  damage  to or  destruction  of the  Demised
Premises or any part thereof,  Lessee promptly shall give written notice thereof
to  Lessor,  generally  describing  the  nature  and  extent  of such  damage or
destruction.

         If there is damage to or  destruction  of the  Demised  Premises or any
part thereof, Lessee, at Lessee's expense whether or not the insurance premises,
if any, on account of such damage or  destruction  shall be  sufficient  for the
purpose,  promptly shall commence and complete,  subject to Unavoidable  Delays,
the restoration, replacement or rebuilding of the Demised Premisses as nearly as
possible to its value,  condition and character immediately prior to such damage
or destruction,  with such  alterations and additions as may be made at Lessee's
election  pursuant  to and subject to the terms,  covenants  and  conditions  of
Article 7. Pending the completion of such Restoration,  Lessee shall perform all
temporary  work and take all such  actions as may be  necessary  or desirable to
protect and preserve the Demised Premises.

         Insurance  proceeds  received  by Lessor on account of any damage to or
destruction  of the  Demised  Premises or any part  thereof,  less the costs and
expenses  incurred  by Lessor or Lessee  in the  collection  thereof,  including
without  limitation  fees and  expenses of  adjustors  and  attorneys,  shall be
applied as hereinafter provided.

         Net  insurance  proceeds  received  on  account  of  any  damage  to or
destruction  of the Demised  Premises or any pat  thereof,  unless  Lessee is in
default under this Lease, shall be paid to Lessee or as Lessee may direct,  from
time to time as Restoration  progresses,  to pay or to reimburse  Lessee for the
cost or  Restoration,  upon written  request of Lessee  accompanied by evidence,
satisfactory to Lessor,  that the amount  requested has been paid or is then due
and payable and is properly a part of such cost, that there are no mechanics' or
similar liens for labor or materials theretofore supplied in connection with the
Restoration,  and that the  balance of said  proceeds  after  making the payment
requested will be sufficient to pay the balance of the cost of Restoration. Upon
receipt by Lessor of evidence  satisfactory  to Lessor that the  Restoration has
been completed and the cost thereof has been paid in full, and that there are no
mechanics'  or  similar  liens for labor or  materials  supplied  in  connection
therewith, the balance, if any, of such proceeds shall be paid to Lessor.

         Any insurance  proceeds held by Lessor on any termination of this Lease
and not required to be paid to Lessee pursuant to this Article 15, shall be paid
to and retained by Lessor.

16.      Taking of the Demised Premises

         If there is a Taking of the fee of the entire Demised  Premises,  other
than for a temporary  use,  this Lease shall  terminated  as of the date of such
Taking.  In case of a Taking,  other than for temporary  use, of such  perpetual
easement on the entire Demised  Premises,  or of such a substantial  part of the
Demised Premises,  as shall result, in the good faith judgment of Lessor, in the

                                       8
<PAGE>

Demised Premises remaining after such Taking (even after Restoration where made)
being  unsuitable for the use  contemplated in this Lease,  Lessee may terminate
this  Lease by written  notice e to Lessor  given  within  sixty days after such
Taking,  as of a date  specified  in such notice  within  ninety days after such
Taking . Any Taking of the Demised Premises of the character referred to in this
Article 16,  which  results in the  termination  of this  Lease,  is referred to
herein as a "Total Taking".

         If there is a taking of the Demised Premises other than a Total Taking,
this Lease  shall  remain in full force and  effect as to the  principal  of the
Demised Premises remaining immediately after such Taking,  without any abatement
or  reduction of Rent,  except as may be expressly  provided in this Article 16,
and Lessee,  at lessee's expense whether or not the awards or payments,  if any,
on account of such Taking will be  sufficient  for the purpose,  promptly  shall
commence and complete, subject to Unavoidable Delays, restoration of the Demised
Premises as nearly as possible to its value, condition and character immediately
prior to such Taking,  except to any reduction in area caused thereby,  provided
that in the case of a Taking for  temporary  use Lessee shall not be required to
effect Restoration (other that temporary work and actions necessary or desirable
for the  protection of the Demised  Premises)  until such Taking for a temporary
use is terminated.

         Awards and other payments on account of a Taking,  less fees, costs and
expenses incurred in connection therewith, shall be applied as follows:

         (a) Net awards and payments received on account of a Taking, other than
a Taking for  temporary  use or a Total  Taking,  shall be held and applied from
time to time as Restoration  progresses,  to pay or to reimburse  Lessee for the
cost of  Restoration,  upon written  request of Lessee  accompanied by evidence,
satisfactory to lessor,  that the amount  requested has been properly paid or is
then due and  payable  and is  properly  a par to such  cost,  that there are no
mechanics'  or similar  liens for labor or  materials  theretofore  supplied  in
connection  with the  Restoration,  and that the balance of said proceeds  after
making the payment  requested  will be sufficient to pay the balance of the cost
of Restoration. Upon completion of the Restoration, the balance, if any, of such
awards and payments shall be paid to and retained by Lessor.

         (b) Net  awards  and  payments  received  on  account  of a Taking  for
temporary use shall be held and applied to the payment of Rent until such Taking
for temporary use is terminated  and  Restoration , if any, has been  completed,
provided  that, if any portion of such award or payment is made by reason of any
damage to or destruction of the Demised Premises, such portion shall be held and
applied as provided in the first  sentence of clause (a) of this Article 16. The
balance,  if any,  of such  awards  and  payments,  unless  Lessee is in default
hereunder, shall be paid to Lessee.

         (c) All Awards and payments received on account of a Total Taking shall
be paid to Lessor.

         Notwithstanding  the foregoing,  if at the time of any Taking or at any
time  thereafter,  Lessee shall be in default  under this Lease and such default
shall be continuing,  Lessor is hereby authorized and empowered, in the name and

                                       9
<PAGE>

on behalf of Lessee and otherwise, to file and prosecute Lessee's claim, if any,
for an award on account  of any  Taking and to collect  such award and apply the
same,  after deducting all fees,  costs and expenses  incident to the collection
thereof, to the during of any then existing default under this Lease.

         If any  portion of an award or other  payment  received on account of a
Taking shall be paid to Lessor  pursuant to the second sentence of clause (a) of
this  Article 16, each  installment  of Fixed Rent  hereunder  shall be reduced,
commencing  with the first Rent Payment Date following the date of such payment,
by an amount to be computed by multiplying  such  installment in effect prior to
such date by a fraction,  the  numerator  of which is the amount of the award or
payment  make to lessor  in  connection  with such  Taking  after  deduction  of
Lessor's  expenses in collection of such awards and payments,  including without
limitation fees and expenses of appraisers and attorneys, and the denominator of
which is the fair market value of the Demised  Premises  prior to such Taking as
determined by Lessor,  acting reasonably,  as reduced by the amount of any other
such award or payment  previously made to Lessor pursuant to the second sentence
of clause (a) of this Article 16.

         Revocation by any public authority of any license or permit to maintain
or use any  vault or  other  area  within  the  streets  adjoining  the  Demised
Premises,  shall not affect this Lease,  or diminish  any Rent payable by Lessee
hereunder, or diminish any of Lessee's other obligations hereunder.


17.      Quiet Enjoyment.

         Lessor covenants that so long as Lessee is not in default  hereunder in
the  payment of any Rent or  compliance  with or the  performance  of any of the
terms,  covenants or  conditions  of this Lease on Lessee's  part to be complied
with or  performed,  Lessee  shall  not be  hindered  or  molested  by Lessor in
Lessee's enjoyment of the Demised Premises.

18.      Right to Cure Lessee's Default

         If Lessee  fails to make any  payment or to comply  with or perform any
term,  covenant or condition  of this Lease to be complied  with or performed by
Lessee,  Lessor may,  but shall be under no  obligation  to,  after thirty days'
notice to lessee (or upon shorter  notice,  or without  notice,  if necessary to
meet an emergency  situation or lime  limitation of a Legal  Requirement),  make
such payment or perform or cause to be  performed  such work,  labor,  services,
acts or things, and take such other steps as Lessor may deem advisable to comply
with any such term,  covenant or condition which is in default.  Entry by Lessor
upon the Demised  Premises  for such purpose  shall not waive or release  Lessee
from any obligation or default  hereunder.  Lessee shall reimburse  Lessor (with
interest  at a rate of ten percent per annum) for all sums so paid by Lessor and
all costs and expenses  incurred by Lessor in connection  with the making of any
payments,  the performance of any act or other steps taken by Lessor pursuant to
this Article 18.

19.      Events of Default and Termination


                                       10
<PAGE>

         If any one or more of the following  events ("Events of Default") shall
occur:

         (a) if Lessee shall fail to pay any Fixed Rent when as the same becomes
due and payable; or

         (b) if Lessee shall fail to pay any Rent,  other than Fixed Rent,  when
and as the same becomes due and payable and such failure shall continue for more
than ten days; or

         (c) if Lessee  shall fail to comply with or perform any term,  covenant
or condition of Articles 8, 9, 10, or 13, and such  failure  shall  continue for
more  than  thirty  days  after the  Lessee  receives  notice  of such  failure,
regardless of the source of such notice; or

         (d) if Lessee  shall  fail to comply  with or perform  any other  term,
condition  or covenant  hereof,  and such failure  shall  continue for more than
thirty days after notice  thereof from  Lessor,  and Lessee  within said period,
subject  to  Unavoidable  Delays,  shall not  commence  with due  diligence  and
dispatch the curing of such default, or , having so commenced,  thereafter shall
or neglect to prosecute or complete  with due  diligence and dispatch the curing
of such default for reasons other than Unavoidable Delays; or

         (e) If  Lessee  shall  make a general  assignment  for the  benefit  of
creditors, or shall admit in writing Lessee's inability to pay Lessee's debts as
thy become due, or shall file a petition in bankruptcy,  or shall be adjudicated
a bankrupt or insolvent,  or shall file a petition  seeking any  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under ay present or future statue,  law or regulation,  or shall file any
answer  admitting,  or shall fail to  contest,  the  material  allegations  of a
petition filed against Lessee in any such  proceeding,  or shall seek or consent
to or acquiesce in the  appointment  of any trustee,  receiver or  liquidator of
Lessee or any material part of Lessee's properties; or

         (f) If, within  ninety days after the  commencement  of any  proceeding
against   Lessee   seeking   any   reorganization,   arrangement,   composition,
readjustment,  liquidation,  dissolution  or similar relief under any present or
future  statute,  law  or  regulation,  such  proceeding  shall  not  have  been
dismissed,  or if , within ninety days after the appointment without the consent
or acquiescence of Lessee,  of any trustee,  receiver or liquidator of Lessee or
of any part of  Lessee's  properties,  such  appointment  shall  not  have  been
discharged;

         (g) if a final  judgment  for the  payment of money  shall be  rendered
against  Lessee and,  within sixty days after the entry  thereof,  such judgment
shall not have been discharged or execution  thereof stayed pending  appeal,  or
if, within sixty days after the expiration of any such stay, such judgment shall
not have been discharged;

then,  and in any such  Event  of  Default,  regardless  of the  pendency  of ay
proceeding  which  has or might  have  the  effect  of  preventing  Lessee  from
complying with the terms,  covenants or conditions of this Lease, Lessor, at any
time thereafter may give a written termination notice to Lessee, and on the date

                                       11
<PAGE>

specified in such notice this Lease shall terminate and,  subject to Article 24,
the Lease  term shall  expire and  terminate  by  limitation,  and all rights of
Lessee under this Lease shall cease,  unless before such date (i) all arrears of
Rent  (with  interest  at the rate of ten  percent  per annum) and all costs and
expenses,  including  reasonable  attorneys'  fees,  incurred by or on behalf of
Lessor hereunder, shall have been paid by Lessee, and (ii) all other defaults at
the time  existing  under this  lease  shall  have been  fully  remedied  to the
satisfaction  of  Lessor.  Lessee  shall  reimburse  Lessor  for all  costs  and
expenses,  including  reasonable  attorneys'  fees,  incurred by or on behalf of
Lessor  occasioned  by or in  connection  with any default by Lessee  under this
Lease.

20.      Repossession

         If an Event of Default shall have occurred and be  continuing,  Lessor,
whether or not the Lease Term shall have been terminated pursuant to Article 19,
may enter upon and repossess the Demised  Premises or any part thereof by force,
summary proceedings, ejectment or otherwise, and may remove Lessee and all other
persons and any and all property therefrom.

21.      Reletting

         At any time or from time to time after the  repossession of the Demised
Premises or any part  thereof  pursuant to Article 20,  whether or not the Lease
Term shall have been terminated pursuant to Article 19, Lessor may (but shall be
under no obligation  to) relet the Demised  Premises or any part thereof for the
account of  Lessee,  for such term or terms  (which may be greater  than or less
than the period which would have otherwise have  constituted  the balance of the
Lease Term) and on such conditions ( which may include concessions of free rent)
and for such uses as Lessor, in Lessor's absolute discretion, may determine, and
may collect and receive the rents therefrom.  Lessor shall not be responsible or
liable for nay failure to relet the Demised  Premises or any part thereof or for
any failure to collect any rent due upon such reletting.

22.      Assignments of Subrents

         Lessee hereby irrevocably  assigns to Lessor all rents due or to become
due from any  assignee of Lessee's  interest  hereunder  and any sublease or any
tenant or occupant of the Demised  Premises or any part  thereof,  together with
the right to collect and receive such rents, provided that, so long as Lessee is
not in default  under this Lease,  Lessee  shall have the right to collect  such
rents for Lessee's own use and  purposes.  Upon any default by Lessee under this
Lease,  Lessor shall have absolute title to such rents and the absolute right to
collect  the same.  Lessor  shall apply to the Rent due under this Lease the net
amount  (after  deducting  all costs and  expenses  incident  to the  collection
thereof and the operation and  maintenance,  including  repairs,  of the Demised
Premises) of any rents so collected and received by Lessor.

23.      Survival of Lessee's Obligations and Damages


                                       12
<PAGE>

         No expiration or  termination of the Lease Term pursuant to this Lease,
by operation of Law or otherwise (except as expressly  provided herein),  and no
repossession of the Demised  Premises or any part thereof pursuant to this Lease
or  otherwise,  shall  relieve  Lessee of Lessee's  obligations  or  liabilities
hereunder,   all  of  which  shall  survive  such  expiration,   termination  or
repossession.

         In the  event  of any such  expiration,  termination  or  repossession,
Lessee  shall  pay to  Lessor  all  Rent  up to the  time  of  such  expiration,
termination or  repossession,  together with all costs and expenses  incurred by
Lessor in connection with such termination or repossession  including attorneys'
fees,  and  thereafter  Lessee,  until the end of what would have been the Lease
Term in the absence of such expiration, termination or repossession, and whether
or not the Demised Premises or any part thereof shall have been relet,  shall be
liable to Lessor  fork and shall pay to  Lessor,  as  liquidated  and agreed and
current damages for Lessee's default,  (a) all Rent which would be payable under
this  Lease  by  Lessee  in the  absence  of  such  expiration,  termination  or
repossession,  less (b) all net rents  collected  by Lessor  from the tenants or
subtenants of the Demised Premises, if any, and the net proceeds, if any, of any
reletting  affected  for the  account  of Lessee  pursuant  to  Article 21 after
deducting  from such  proceeds all  lessor's  expenses in  connection  with such
reletting  and  other  sums  owed  Lessor,   including  without  limitation  all
repossession  costs,  brokerage  commissions,  legal  and  accounting  expenses,
attorneys' fees, employees' expenses,  reasonable alteration costs, and expenses
of preparation for such reletting. Lessee shall pay such current damages monthly
on the Rent  Payment  Dates  applicable  in the  absence  of such  expiration  ,
termination  or  repossession,  and Lessor shall be entitled to recover the same
from Lessee on each such date.

         At any time after such expiration, termination or repossession, whether
or not Lessor shall have  collected  any current  damages as  aforesaid,  Lessor
shall be  entitled to recover  from  Lessee,  and Lessee  shall pay to Lessor on
demand,  as and for liquidated and agreed final damages for Lessee's default and
in lieu of all current  damages beyond the date of such demand,  an amount equal
to the excess,  if any, of (a) all Rent which would be payable  under this Lease
from the date of such demand (or,  if it be  earlier,  the date to which  Lessee
shall have satisfied in full Lessee's obligation under the proceeding  paragraph
of this  Article  24 to pay  current  damages)  until  what  would  be the  then
unexpired  Lease  Term  in  the  absence  of  such  expiration,  termination  or
repossession over (b) the then fair net rental value of the Demised Premises for
the same  period.  Upon the payment of such final  damages,  this Lease,  if not
already  terminated,  shall be deemed terminated.  If any statute or rule of law
shall validly limit the amount of such liquidated final damages to less than the
amount  above  agreed  upon,  Lessor  shall be entitled  to the  maximum  amount
allowable under such statute or rule of law.

24.      Injunction

         Lessor,  in  addition to all other  rights,  powers and  remedies,  and
notwithstanding   the  concurrent   pendency  of  summary  or  other  dispossess
proceedings,  at Lessor's  option,  shall have the right at all times during the
Lease Term to restrain by  injunction  any  violation or attempted  violation by
Lessee of any of the  terms,  covenants  or  conditions  of this  Lease,  and to
enforce by injunction any of such terms, covenants or conditions.


                                       13
<PAGE>

25.      Waivers

         To the extent permitted by law, Lessee waives: any notice of reentry or
of the  institution  of legal  proceedings to that end; any right of redemption,
reentry or repossession;  any right to trial by jury in any action or proceeding
or in any matter in any way connected  with this Lease or the Demised  premises;
and the benefit of any laws now or  hereafter  in force  exempting  property for
rent or for debt.

         No  failure  by  the  Lessor  or  Lessee  to  insist  upon  the  strict
performance of and compliance with any term,  covenant or condition hereof or to
exercise or enforce any right, power or remedy consequent upon a breach thereof,
and no  submission  by Lessee or  acceptance  by Lessor of full or partial  Rent
during the continuance of any such breach, shall constitute a waiver of any such
breach or of any such term,  covenant or  condition.  No waiver of any breach of
any term,  covenant or condition of this Lease shall affect or alter this Lease,
which shall continue in full force and effect, or the respective rights,  powers
or  remedies  of Lessor or Lessee  with  respect to any other then  existing  or
subsequent breach.


26.      Lessor's Remedies Cumulative

         All of the rights,  powers and remedies of Lessor  provided for in this
Lease  or now or  hereafter  existing  at law or in  equity,  or by  statute  or
otherwise, shall be deemed to be separate, distinct,  cumulative and concurrent.
No one or more of such rights, powers or remedies,  nor any mention of reference
to any one or more of them in this Lease, shall be deemed to be in the exclusion
of, or a waiver of, any other  rights,  powers or remedies  provided for in this
Lease,  or now or  hereafter  existing  at law or in  equity,  or by  statute or
otherwise.  The  exercise  or  enforcement  by Lessor of any one or more of such
rights, powers or remedies shall not preclude the simultaneous or later exercise
or enforcement by Lessor of any or all of such other rights, powers or remedies.

27.      Assignment, Subletting and Mortgages

         Lessee  expressly  covenants  that  Lessee  shall  not  voluntarily  or
involuntarily  assign,  encumber,  mortgage or otherwise transfer this Lease, or
sublet the Demised Premises or any part thereof, or suffer or permit the Demised
Premises or any part  thereof to be used or occupied by others,  by operation of
law or otherwise,  without the prior written consent of Lessor in each instance.
Absent such consent, any act or instrument purporting to do any of the foregoing
shall be null and void.

         If this Lease is assigned,  whether or not in violation of the terms of
this  Article 27,  Lessor may  collect  Rent from the  assignee.  If the Demised
Premises  or any part  thereof  are sublet or  occupied  by  anybody  other than
Lessee, Lessor, after any default by Lessee, may collect rent from the subtenant
or occupant, and apply the net amount collected tot he Rent due hereunder.  Such
collection  of rent by Lessor  shall  not be  deemed a waiver of the  provisions

                                       14
<PAGE>

hereof, the acceptance of the assignee,  subtenant or occupant as a tenant, or a
release of Lessee from the further  observance and  performance by Lessee of the
terms, covenants and conditions of this Lease.

         The  consent  by  Lessor to an  assignment,  encumbrance,  transfer  or
subletting  shall not in any way be deemed  consent to any  further  assignment,
encumbrance,  transfer or subletting.  In no event shall any permitted sublessee
assign or  encumber  its  sublease  or further  sublet all or any portion of its
sublet space, or otherwise suffer or permit the sublet space or any part thereof
to be used or occupied by others, without the prior written consent of Lessor in
each instance, and each permitted sublease shall so provide in its terms.

         If  lessee  requests  Lessor's  consent  to a  specific  assignment  or
subletting, Lessee shall first submit to Lessor in writing: the name and address
of the proposed assignee or sublessee;  a counterpart of the proposed  agreement
of assignment  or sublease and all other  instruments  or agreements  pertaining
thereto;  such information as to the nature and character of the business of the
proposed  assignee or sublessee  and as to the nature of its proposed use of the
space,  as Lessor  reasonably  may request;  banking,  financial or other credit
information  relating to the proposed assignee or sublessee sufficient to enable
Lessor to determine the financial  responsibility  and character of the proposed
assignee or sublessee;  and a statement of all sums or other  consideration paid
or to be paid to Lessee by or for the account of the assignee or  sublessee  for
or in connection with such assignment or sublease,  including without limitation
sums paid or to be paid for the sale or rental of Lessee's  fixtures,  leasehold
improvements, equipment, furniture or other personal property.

         Any such  consent of Lessor shall be subject to the terms of this Lease
and conditional upon there being no default by Lessee,  beyond any grace period,
under any term,  covenant or condition  of this Lease at the time that  Lessor's
consent is requested and on the date of the commencement of the term of any such
proposed sublease or the effective date of any such proposed assignment.

         Upon receiving  lessor's written  consent,  a duly executed copy of the
sublease or  assignment  shall be delivered to Lessor  within  thirty days after
execution  thereof.  Any such sublease  shall  provide that the sublessee  shall
comply with all applicable  terms,  covenants and conditions of this Lease to be
observed or performed by Lessee hereunder.  Any such assignment shall contain an
assumption by the assignee of all of the terms, covenants and conditions of this
Lease to be observed or performed by Lessee.

         The transfer of a majority of the issued and outstanding  capital stock
of any corporate tenant or subtenant of this Lease or of a majority of the total
interest in any  partnership  tenant or  subtenant,  however  accomplished,  and
whether  in a  single  transaction  or  in a  series  of  related  or  unrelated
transactions,  shall be deemed an assignment of this Lease or of such  sublease.
The transfer of outstanding  capital stock of any corporate tenant or subtenant,
for  purpose  of this  Article  27,  shall not  include a sale of such  stock by
persons other than those deemed  "insiders" within the meaning of the Securities
Exchange Act of 1934 as amended,  effected through any "over the counter" market
or recognized exchange.

                                       15
<PAGE>

28.      Subordination and Attornment

         This  Lease,  and all  rights  of  Lessee  hereunder,  are and shall be
subject to and  subordinated  in all respects to all mortgages  which may now or
hereafter affect the Demised Premises,  whether or not such mortgages shall also
cover other lands or  buildings,  to each and every advance make or hereafter to
be made under such mortgages and to all renewals,  modifications,  replacements,
spreaders,  consolidations and extensions of such mortgages. In the event of any
sale of the  Demised  Premises  in a  foreclosure  of any such  mortgage  or the
exercise by the holder of any such mortgages of any other remedies  provided for
by law or in such mortgage,  Lessee,  upon written  request of the holder of the
mortgage or the purchaser at such  foreclosure  or any person  succeeding to the
interest of the holder of the mortgage,  shall attorn to such holder,  purchaser
or  successor  in  interest,  as the case may be,  without  change in the terms,
covenants or  conditions  of this Lease.  If such a request is made,  this Lease
shall not be deemed to be terminated  by any  foreclosure  proceedings  or other
remedies  for the  enforcement  of the  mortgage by such  holder,  purchaser  or
successor in interest. The provisions of this Article 28 shall be self-operative
and no further instrument of subordination and/or attornment shall be required..
In confirmation of such subordination  and/or attornment,  Lessee promptly shall
execute and deliver at Lessee's expense any instrument that Lessor or the holder
of any such mortgage may reasonably  request to evidence such subordination and/
attornment;  and Lessee hereby  irrevocably  constitutes  and appoints Lessor as
Lessee's attorney-in-fact, coupled with an interest, to execute, acknowledge and
deliver any such instruments for and on behalf of Lessee.

29.      Entry by Lessor

         Lessor  and the  authorized  representatives  of Lessor  shall have the
right to enter the Demised  Premises at all reasonable  times for the purpose of
inspecting the same or for the purpose of doing any work permitted to be done by
Lessor  under  this  Lease,  and to take  all  such  actions  thereon  as may be
necessary or appropriate for any other purpose.  Nothing contained in this Lease
shall create or imply any duty on the part of Lessor to make any such inspection
or do any such act. Lessor and representatives of Lessor shall have the right to
enter the Demised  Premises at all  reasonable  times for the purpose of showing
the Demised  Premises to prospective  purchasers or mortgagees,  and at any time
during the twelve month period  preceding the  expiration or termination of this
Lease for the purpose of showing  the same to  prospective  tenants,  and within
said  period to  display  on the  Demised  Premises  advertisements  for sale or
letting if such  advertisements do not interfere  unreasonably with the business
then  conducted  on the  Demised  Premises.  No such entry shall  constitute  an
eviction of Lessee.

30.      Conveyance by Lessor

         If the  original or any  successor  Lessor  shall  convey or  otherwise
dispose of the Land and  Improvements,  Lessor shall  thereupon be released from
all  obligations  and  liabilities  of Lessor  under  this Lease  (except  those
accruing prior to such conveyance or other  disposition),  and such  obligations
and  liabilities  shall be  binding  solely  on the  then  owner of the Land and
Improvements.


                                       16
<PAGE>

31.      No Merger of Title

         There shall be no merger of the leasehold  estate created by this Lease
with the fee estate in the Demised  Premises by reason of the fact that the same
person  may own or hold (a) the  leasehold  estate  created by this Lease or any
interest therein, and (b) the fee estate in the Demised Premises or any interest
in such fee  estate.  No such merger  shall  occur  unless and until all persons
having any interest in the leasehold estate created by this Lease, an in the fee
estate in the Demised  Premises,  shall join in a written  instrument  effecting
such merger and shall duly record the same.

32.      Acceptance of Surrender

         No modification, termination or surrender of this Lease or surrender of
the Demised  Premises or any part thereof or of any  interest  therein by Lessee
shall be valid or effective  unless agreed to and accepted in writing by Lessor,
and no act by any  representative or agent of lessor,  other than such a written
agreement and acceptance, shall constitute an acceptance thereof.

33.      End of Lease Term

         Upon the  expiration  or  termination  of the Lease Term,  Lessee shall
quit, surrender and deliver to Lessor the Demised Premises with the Improvements
thereon in good order and condition,  ordinary wear and tear excepted, and shall
remove all Lessee's equipment therefrom.

34.      Brokerage

         Lessor and Lessee each  represents  and warrants to the other that such
party has not dealt with any  broker or finder in  connection  with the  Demised
Premises or this Lease.  Lessor and Lessee each agrees to indemnify and hold the
other harmless from and against any and all commission,  liability, claim, loss,
damage or expense, including reasonable attorneys' fees, arising from any claims
for  brokerage or any other fee or commission by any person with whom such party
has dealt.

35.      Definitions

         As  used  in  this  Lease,  the  following  terms  have  the  following
respective meanings:

"default" -- any condition or event which constitutes,  or which after notice or
lapse of time or both would constitute, and Event of Default.

"Demised Premises" -- as defined in Article 1.

"Event of Default" -- as defined in Article 19.

" Fixed Rent" -- as defined in Article 2.


                                       17
<PAGE>



"Impositions"  -- all taxes,  assessments  (including  without  limitation,  all
assessments  for public  improvements  or benefits,  whether or not commenced or
completed prior to the date hereof and whether or not completed within the Lease
Term), water and sewer rents and charges, charges for public utilities, excises,
levies,  license fees, permit fees, inspection fees and other authorization fees
ant other charges of every nature and kind  whatsoever  (including  all interest
and penalties  thereon),  in each case, whether general or special,  ordinary or
extraordinary,  foreseen or unforeseen,  of every  character,  which at any time
during  or in  respect  of the  Lease  Term may be  assessed,  levied,  charged,
confirmed  or  imposed  on or in  respect  of or be a lien upon (a) the  Demised
Premises  or any part  thereof or any rent  therefrom  or any  estate,  right or
interest  therein,  or (b)  any  occupancy,  use or  possession  of or  activity
conducted  on the Demised  Premises or any bar thereof.  The term  "Impositions"
shall exclude,  however,  any income taxes assessed  against Lessor,  franchise,
estate  inheritance  or  transfer  taxes  of  Lessor,  or any tax or  charge  in
replacement  or  substitution  of  the  foregoing  or  of a  similar  character;
provided,  however, that if at any time during the Lease Term the ten prevailing
method of taxation or assessment  shall be changed so that the whole or any part
of the  Impositions  theretofore  payable  by  Lessee as above  provided,  shall
instead be levied, charged,  assessed or imposed whole or partially on the rents
received by Lessor  from the Demised  Premises,  or shall  otherwise  be imposed
against  Lessor in the form of a franchise tax or  otherwise,  then Lessee shall
pay the same (and the same shall be deemed  Impositions)  at least  twenty  days
prior to the  last day upon  which  the  same may be paid  without  interest  or
penalty for the late payment thereof.

"improvements" -- as defined in Article 1.

"Insurance  Requirements"  -- all  terms of any  insurance  policy  covering  or
applicable to the Demised Premises or any part thereof,  all requirements of the
issuer  of any  such  policy,  and all  orders,  rules,  regulations  and  other
requirements  of the National Board of Fire  Underwriters,  or its successors or
any other body  exercising  similar  functions,  applicable  to or affecting the
Demised  Premises  or any part  thereof or any use or  condition  of the Demised
Premises or any part thereof.

"Land" -- as defined in Article 1.

"Lease" -- this Lease, as at the time amended, modified or supplemented.

"Lease Term" -- as Defined in Article 1, as the same any be extended or renewed.

"Legal Requirements" -- all laws,  statutes,  codes, acts,  ordinances,  orders,
judgments,   decrees,  injunctions,   rules,  regulations,   permits,  licenses,
authorization,  directions and  requirements  of all  governments,  departments,
commissions,  boards,  courts,  authorities,  agencies,  officials and officers,
foreseen  or  unforeseen,  ordinary or  extraordinary,  which now or at any time
hereafter may be applicable to the Demised Premises or any part thereof,  or the
Improvements now or hereafter  located  thereon,  or the facilities or equipment
therein,  or any of the adjoining  sidewalks,  curbs,  vaults or vault space, if
any,  streets or ways,  or the  appurtenances  to the  Demised  Premises  or the
franchises or  privileges  connected  therewith,  or any use or condition of the

                                       18
<PAGE>

Demised  Premises or any part  thereof.  Legal  Requirements  shall  include all
requirements  to be complied  with  pursuant  to any  certificate  of  occupancy
affecting the Demised Premises.

"Lessee's  Equipment"  --  all  fixtures,   machinery,   apparatus,   furniture,
furnishings  and  other  equipment  and all  temporary  or  auxilary  structures
installed by or at the request of Lessee or any Occupancy  Tenant, if any, in or
about the Demised  Premises or any part thereof,  which (a) are not used and are
not procured for use, in whole or in part,  in  connection  with the  operation,
maintenance  and  protection  of the  Demised  Premises,  and (b) are  removable
without damage to the Demised Premises.

"Occupancy  Lease" -- any lease of any space  constituting  part of the  Demised
Premises.

"Occupancy Tenant" -- any tenant or occupant under any Occupancy Lease.

"Occupancy  Tenants'  Equipment" -- all Lessee's Equipment which under the terms
of any Occupancy Lease of otherwise is the property of an Occupancy Tenant.

"person" -- an individual, a corporation, an association, a partnership, a joint
venture, an organization, or other business entity, or governmental or political
unity or agency.

"Rent Payment Date" -- as defined in Article 2.

"Restoration"  --  all  restorations,  replacements,  rebuildings,  alterations,
additions,  temporary  repairs  and  property  protection  to  be  performed  in
connection with a Taking of the Demised Premises or the damage or destruction of
the Demised Premises.

"Taking"  -- a taking  during the Lease  Term of all or any part of the  Demised
Premises,  or any leasehold or other interest therein or right accruing thereto,
as the result of the exercise of the right of  condemnation or eminent domain or
a sale  in  lieu or in  anticipation  of such  exercise  or a  change  or  grade
affecting the Demise Premises or any part thereof.

" Total Taking" -- as defined in Article 16.

"Unavoidable  Delays"  --  delays  due to  strikes,  acts of  God,  governmental
restrictions, enemy action, riot, civil commotion, fire, unavoidable casualty or
other  causes  beyond the  control of Lessee,  provided  that no delay  shall be
deemed an  Unavoidable  Delay if the  Demised  Premises  or any part  thereof or
interest therein or any Rent would be in danger of being sold,  forfeited,  lost
or interfered  with, or if any Occupancy  Tenant,  Lessor or Lessee should be in
danger of incurring  any civil or criminal  liability for failure to perform the
required  act.  Lack of funds shall not be deemed a cause  beyond the control of
Lessee.

                                       19
<PAGE>

36.      Notices

         All notices,  demands  elections  and other  communications  desired or
required  to be  delivered  or given  under this Lease shall be in writing , and
shall be deemed to have been  delivered and given when  delivered by hand, or on
the third business day after the same have been mailed by first class registered
or  certified  mail,  postage  prepaid,  enclosed in a securely  sealed  envelop
addressed  to the  party to which the same is to be  delivered  or given at such
party's  address  as set forth in this  Lease or at such  other  address as said
party shall have designated in writing in accordance with this Article 37.

38.      Miscellaneous

         All rights,  powers and remedies  provided herein may be exercised only
to the extent that the exercise  thereof does not violated any  applicable  law,
and are  intended  to be limited to the extent  necessary  so that they will not
render this Lease  invalid,  unenforceable  or not entitled to be recorded under
any  applicable  law. If any term,  covenant or condition of this Lease shall be
held to be invalid,  illegal or unenforceable,  the validity of the other terms,
covenants and conditions of this Lease shall in no way be affected  thereby.  If
any interest  provided for herein shall be deemed to be in excess of the maximum
amount  permitted under applicable law, Lessor shall be deemed to be entitled to
the maximum amount permitted under applicable law.

         The headings in this Lease are for purposes of reference only and shall
not limit or limit or define the meaning hereof.

         This Lease may be changed or modified  only by an instrument in writing
signed by the party against which  enforcement of such change or modification is
sought.

         Subject to Articles  27 and 31,  this Lease  shall be binding  upon and
inure to the benefit of and be  enforceable  by the  respective  successors  and
assigns of the parties hereto.

39.      Right if First Refusal

         If Lessor desires to sell the Demised Premises,  and receives from some
third party a purchase offer for the Demised Premises, Lessor agrees to disclose
the terms of the offer to Lessee, in writing, within fifteen (15) days following
receipt of the offer.  Lessee shall have ten (10) days after receiving notice of
the terms of the offer  within  which to elect to  purchase  the entire  Demised
Premises on terms  identical to those  offered by the third party.  The election
shall be made by written  notice to Lessor at the address for notice  designated
in this Lease,  and in the manner  designated  in this Lease,  accompanied  by a
check for $10,000.00 to the order of Lessor to be applied to the purchase price.
Within  fifteen  (15) days  thereafter,  the  parties  shall enter into a formal
contract of sale  expressly  including all terms of the original bona fide offer
made to Lessor,  except as the parties may  mutually  agree.  If Lessee fails to
give the notice and to tender the payment as provided herein, or if Lessee fails
to enter into a formal  contract of sale as  provided  herein,  Lessor  shall be
relieved of all liability to Lessee,  and may dispose of the Demised Property as
it sees fit.


                                       20
<PAGE>

40.      Option to Purchase.

         After  the  first  five  (5)  years  of the  initial  lease  term,  any
improvement in excess of  $100,000.00  will  automatically  trigger the Lessee's
right to purchase the Demised  Premises at fair market value to be determined by
three independent surveys to be paid for by the Lessee.


         IN WITNESS  HEREOF,  Lessor and Lessee have  executed this Lease on the
date first above written.


                                            LESSOR

                                            2340 TOWNLINE ROAD CORPORATION


                                            By:  /S/ ROBERT DAVID
                                                ----------------------------
                                                    Robert David, President



                                            LESSEE

                                            TOTAL IDENTITY SYSTEMS CORP.


                                            By: /S/ RICHARD R. DWYER
                                                -------------------------------
                                                   Richard R. Dwyer, President



                                       21
<PAGE>

                                 LEASE GUARANTY


         FOR VALUE RECEIVED,  the  sufficiency of which is hereby  acknowledged,
the  undersigned   Guarantor,   a  Florida  corporation,   irrespective  of  the
genuineness,  validity,  regularity  or  enforceability  of this  Lease,  hereby
unconditionally  guarantees  to Robert David the full and prompt  payment of all
rent and other payments due under this Lease when due,  whether by  acceleration
or  otherwise,  including  interest,  late  charges and  expenses of  collection
(including  reasonable  attorneys' fees), and the full and prompt performance of
all of the Lessee's  obligations  under this Lease.  The  undersigned  Guarantor
waives  presentment  for payment,  demand,  protest and notice of protest and of
non-payment.


Dated: October 13, 2003                          TOTAL IDENTITY CORP.

                                                 By:  /S/ RICHARD R. DWYER
                                                     -------------------------
                                                      Richard R. Dwyer










State of New York:
County of Monroe: SS.


         On the 13 day of October,  2003,  before me the subscriber,  personally
appeared Robert David, to me personally known to be the same person described in
and who executed the foregoing  instrument,  and he  acknowledged to me that she
executed the same.



                                                            /S/ DANIEL C. CASS
                                                            ------------------
                                                            Notary Public

                                       22
<PAGE>


State of New York:
County of Monroe: SS.



         On the 13 day of October,  2003,  before me the subscriber,  personally
appeared  Richard Dwyer, to me personally  known to be the same person described
in and who executed the foregoing instrument, and he acknowledged to me that she
executed the same.



                                                            /S/ DANIEL C. CASS
                                                            ------------------
                                                            Notary Public





State of New York:
County of Monroe: SS.



         On the 13 day of October,  2003,  before me the subscriber,  personally
appeared  Richard Dwyer, to me personally  known to be the same person described
in and who executed the foregoing instrument, and he acknowledged to me that she
executed the same.



                                                            /S/ DANIEL C. CASS
                                                            ------------------
                                                            Notary Public





                                       23

</TEXT>
</DOCUMENT>
