HIRSCH INTERNATIONAL CORP
EX. 10.2 LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>hirschmar8kex10-2.txt
<DESCRIPTION>EX. 10.2 LEASE AGREEMENT
<TEXT>

                                  EXHIBIT 10.2
                                  ------------


                                                                        NEW YORK









                                TRIPLE NET LEASE


                     BRANDYWINE OPERATING PARTNERSHIP, L.P.,

                                    Landlord

                                       and

                           HIRSCH INTERNATIONAL CORP.

                                     Tenant

                             200 Wireless Boulevard

                               Hauppauge, New York












<PAGE>
                                TABLE OF CONTENTS
                                -----------------


                                                                            Page

         1.  SUMMARY OF DEFINED TERMS.........................................1

         2.  PREMISES.........................................................3

         3.  TERM.............................................................3

         4.  CONSTRUCTION BY LANDLORD.........................................3

         5.  FIXED RENT; SECURITY DEPOSIT.....................................3

         6.  ADDITIONAL RENT..................................................6

         7.   ELECTRICITY AND GAS CHARGES.....................................9

         8.  SIGNS; USE OF PREMISES AND COMMON AREAS.........................10

         9.  ENVIRONMENTAL MATTERS...........................................11

         10.  TENANT'S ALTERATIONS...........................................12

         11.  CONSTRUCTION LIENS.............................................13

         12.  ASSIGNMENT AND SUBLETTING......................................13

         13.  LANDLORD'S RIGHT OF ENTRY......................................15

         14.  REPAIRS AND MAINTENANCE........................................16

         15.  INSURANCE; SUBROGATION RIGHTS..................................17

         16.  INDEMNIFICATION................................................18

         17.  QUIET ENJOYMENT................................................19

         18.  FIRE DAMAGE....................................................19

         19.  SUBORDINATION; RIGHTS OF MORTGAGEE.............................20

         20.  CONDEMNATION...................................................21

         21.  ESTOPPEL CERTIFICATE...........................................21

         22.  DEFAULT........................................................21

         23.  TERMINATION ON DEFAULT.........................................23

         24.  DAMAGES........................................................24

         25.  CURING DEFAULTS................................................25

         26.  LANDLORD'S REPRESENTATIONS AND WARRANTIES......................25

         27.  SURRENDER......................................................26

         28.  RULES AND REGULATIONS..........................................26

         29.  GOVERNMENTAL REGULATIONS.......................................26

         30.  NOTICES........................................................27

         31.  BROKERS........................................................27

         32.  INTENTIONALLY DELETED..........................................27

         33.  LANDLORD'S LIABILITY...........................................27

         34.  AUTHORITY......................................................28

         35.  NO OFFER.......................................................28

         36.  RENEWAL........................................................28

         37.  MISCELLANEOUS PROVISIONS.......................................29

         38.  WAIVER OF TRIAL BY JURY........................................31

         39.  CONSENT TO JURISDICTION........................................31

         40.  SECURITY CAMERAS...............................................31

EXHIBITS
--------

EXHIBIT "A"      SPACE PLAN
EXHIBIT "B"      CONFIRMATION OF LEASE TERM
EXHIBIT "C"      BUILDING RULES AND REGULATIONS
EXHIBIT "D"      STANDARD CLEANING SPECIFICATIONS - INTENTIONALLY DELETED
EXHIBIT "E"      PREMISES HVAC DIAGRAM INCLUDING LIST OF AIR CONDITIONING UNITS
EXHIBIT "F"      LANDLORD'S HVAC SERVICE CONTRACT SPECIFICATIONS
EXHIBIT "G"      PARKING DIAGRAM
EXHIBIT 99.1     PRESS RELEASE




<PAGE>
                                     LEASE
                                     -----

     THIS LEASE ("Lease") entered into as of the 8th day of March, 2001, between
BRANDYWINE   OPERATING   PARTNERSHIP,   L.P.,  a  Delaware  limited  partnership
("Landlord"),  and HIRSCH INTERNATIONAL CORP., a Delaware corporation,  with its
principal place of business at 200 Wireless Boulevard, Hauppauge, New York 11788
("Tenant").

                                   WITNESSETH
                                   ----------

     In consideration of the mutual covenants herein set forth, and intending to
be legally bound, the parties hereto covenant and agree as follows:

     1. SUMMARY OF DEFINED TERMS.

        The parties  agree that the  following  defined  terms,  as used in this
Lease, shall have the meanings and shall be construed as set forth below:

        (a)  "Building":   The  Building  located  at  200  Wireless  Boulevard,
Hauppauge, New York.

        (b) "Project": The Building, the land and all other improvements located
at 200 Wireless Boulevard, Hauppauge, New York.

        (c)  "Premises":  The parties  hereto  hereby  stipulate  and agree is a
24,439  rentable  square foot  portion of the  Building  shown on the space plan
attached hereto as Exhibit "A" and made a part hereof.

        (d) "Term":  From the Commencement  Date for a period of one hundred and
twenty (120) months.

        (e) "Fixed Rent":

<TABLE>
<CAPTION>
<S>                          <C>                             <C>                                 <C>
                                                               MONTHLY                             ANNUAL
LEASE YEAR                   PER R.S.F.                      INSTALLMENTS                        FIXED RENT
----------                   ---------                       ------------                        ----------

Months 1-12                   $14.50                          $29,531.00                         $354,372.00

Months 13-24                  $14.93                          $30,406.00                         $364,872.00

Months 25-36                  $15.38                          $31,323.00                         $375,876.00

Months 37-48                  $15.84                          $32,259.00                         $387,108.00

Months 49-60                  $16.32                          $33,237.00                         $398,844.00

Month  61-72                  $16.81                          $34,235.00                         $410,820.00

Month 73-84                   $17.31                          $35,253.00                         $423,026.00

Month 85-96                   $17.83                          $36,312.00                         $435,744.00

Month 97-108                  $18.37                          $37,412.00                         $448,944.00

Month 109-120                 $18.92                          $38,532.00                         $462,384.00
</TABLE>

        (f) "Letter of Credit": $750,000.00.

        (g) Intentionally Omitted.

        (h) "Tenant's Allocated Share":  48.07%;  Tenant's Allocated Share shall
be equal to a fraction (expressed as a percentage), the numerator of which shall
be the rentable  square  footage of the Premises  and the  denominator  of which
shall be the aggregate rentable square footage at the Project.

        (i) "Rentable Area": Premises 24,439 ft.
                             Building 50,841 ft., or as it may change from time
                             to time

        (j) "Permitted  Uses":  Tenant's use of the Premises shall be limited to
general office,  including a travel agency,  and research and  development  use,
including a showroom and training  facility and for storage and light  equipment
service ancillary  thereto,  and for no other purposes.  The use of the Premises
for  heavy  manufacturing  purposes  shall  be  strictly  prohibited  hereunder.
Tenant's  rights to use the Premises shall be subject to all applicable laws and
governmental  rules and  regulations  and to all reasonable  requirements of the
insurers of the Building.

        (k) "Broker": None

        (l) "Notice Address/Contact"

             Tenant:           Hirsch International Corp.
                               200 Wireless Boulevard
                               Hauppauge, New York 11788
                               Attn: Mr. Richard M. Richer

             with a copy to:
                               Ruskin, Moscou, Evans & Faltischek, P.C.
                               170 Old Country Road
                               Mineola, New York 11501
                               Attn: Benjamin Weinstock, Esq.

             Landlord:         BRANDYWINE OPERATING PARTNERSHIP, L.P.
                               c/o Brandywine Realty Trust
                               125 Jericho Turnpike, Suite 100
                               Jericho, New York 11753
                               Attn: Mark Hamer, Regional Vice President

             with a copy to:
                               Brandywine Realty Trust
                               14 Campus Blvd.
                               Suite 100
                               Newtown Square, Pennsylvania  19073
                               Attn:  Brad A. Molotsky,  General Counsel

             and to:           Lazer, Aptheker, Feldman, Rosella & Yedid, P.C.
                               225 Old Country Road
                               Melville, New York 11747
                               Attn: Matthew C. Lamstein, Esq.

        (m) "Tenant's North American  Industry  Classification  Number":  42183.

        (n) "Additional  Rent": All sums of money or charges required to be paid
by Tenant  under this Lease other than Fixed  Rent,  whether or not such sums or
charges are designated as "Additional Rent".

        (o) "Rent": All Annual Fixed Rent, monthly  installments of Annual Fixed
Rent,  Fixed Rent and  Additional  Rent payable by Tenant to Landlord under this
Lease.

     2.  PREMISES.  Landlord does hereby  lease,  demise and let unto Tenant and
Tenant does hereby hire and lease from Landlord the Premises for the Term,  upon
the provisions, conditions and limitations set forth herein.

     3. TERM.

        (a) The Term of this Lease shall commence on the date (the "Commencement
Date") on which Tenant  transfers  title to the Project to Landlord  pursuant to
the terms and  conditions  of that certain  contract of sale dated  December 19,
2000 by and between the parties  hereto (the  "Contract  of Sale").  The term of
this Lease shall expire on the date which is one hundred and twenty (120) months
from the Commencement  Date (the "Expiration  Date"),  unless sooner  terminated
pursuant to the terms hereof.

        (b)  Notwithstanding  anything  contained  in  subparagraph  (a) of this
Paragraph 3 to the contrary,  if the  Commencement  Date is not the first day of
the month,  the first lease year shall  include the  additional  period from the
Commencement  Date to the end of the then current month.  Each succeeding  lease
year shall end on the one year anniversary date of the last day of the preceding
lease year.  For example,  if the  Commencement  Date is September 1, 2000,  the
first  lease year would begin on  September  1, 2000 and would end on August 31,
2001, and each such succeeding lease year would end on August 31st. If, however,
the  Commencement  Date is September 2, 2000,  the first Lease Year would end on
September 30, 2001, the second Lease Year would commence on October 1, 2001, and
each succeeding Lease Year would end on September 30th.

        (c) The  Commencement  Date shall be confirmed by Landlord and Tenant by
the execution of a  Confirmation  of Lease Term in the form  attached  hereto as
Exhibit "B". If Tenant fails to execute or object to the  Confirmation  of Lease
Term within ten (10) business days of its delivery,  Landlord's determination of
such dates shall be deemed accepted.

     4. CONSTRUCTION BY LANDLORD.

        (a) Tenant  hereby  acknowledges  that it has  inspected  the  Premises,
agrees to take the  Premises in its "as is"  condition  and further  agrees that
Landlord shall not be required to perform any work,  make any  installations  or
incur any expense in connection with Tenant's occupancy of the Premises,  except
as specifically set forth herein.  Notwithstanding the foregoing, Landlord shall
perform the  following  work in and to the Premises  (collectively,  "Landlord's
Work"):  (a) erect a demising wall between the Premises and the remainder of the
Building;  and (b)  separate  existing  utility and other  Building  systems and
install a direct meter for the  Premises.  The electric  current  service to the
Premises shall be no less than 800 amperes.

        (b) Tenant  shall be solely  responsible  for moving its  furniture  and
equipment,  its  telephone,  computer  and data systems  (including  all wiring,
panels,  conduits  and  outlets)  and all other  property  in the  Premises  (at
Tenant's  sole  cost and  expense)  in  order  to  permit  Landlord  to  perform
Landlord's  Work.  Tenant  hereby  acknowledges  that  Landlord's  Work shall be
performed while Tenant is occupying the Premises. Tenant hereby acknowledges and
agrees that Landlord shall not be liable for any  inconvenience to Tenant or for
interference   with  Tenant's  business  or  use  of  the  Premises  during  the
performance of Landlord's Work. Tenant and its employees,  invitees,  agents and
contractors  may use the Premises  during the  performance of Landlord's Work at
their own risk, and Landlord  shall not be  responsible  for injury or damage to
property or persons  occasioned by the performance of Landlord's Work.  Landlord
shall use  reasonable  efforts to minimize  interference  with the  operation of
Tenant's  business in the Premises while performing  Landlord's  Work.  Landlord
further  agrees that it shall not suspend  electric  service in the  Premises in
connection  with its  performance  of  Landlord's  Work  during  Work  Hours (as
hereinafter  defined).  For  purposes of this  Paragraph,  the term "Work Hours"
shall mean the period  from 8:00 a.m.  to 7:00 p.m.  on Monday  through  Friday,
excluding  legal  holidays.  Landlord  shall  provide  Tenant with not less than
seventy two (72) hours notice prior to suspending the electric services for such
purposes.  Landlord shall also provide Tenant with use of a temporary  generator
when so suspending electric services to enable Tenant to continue to operate its
computer system in the Premises during such times.

     5. FIXED RENT; SECURITY DEPOSIT.

        (a) Tenant shall pay to Landlord  without notice or demand,  and without
set-off, the annual Fixed Rent payable in the monthly installments of Fixed Rent
as set forth in Article 1(e), in advance on the first day of each calendar month
during the Term by wire transfer of immediately  available  funds to the account
at First Union National  Bank,  account no.  2030000359075;  such transfer to be
confirmed to Brandywine  Realty  Services  Corporation's  accounting  department
(610-325-5622  - fax) by written  facsimile with ABA routing  number  031201467.
Notwithstanding   the  immediately   preceding   sentence,   the  first  month's
installment  shall be paid and the letter of credit required under  subparagraph
(c) of this  Article  5 shall  be  delivered  by  Tenant  to  Landlord  upon the
execution of this Lease by Tenant.

        (b) In the event any Fixed Rent or Additional Rent, charge, fee or other
amount due from  Tenant  under the terms of this Lease are not paid to  Landlord
within five (5) days of the date due, Tenant shall also pay as Additional Rent a
service and handling  charge  equal to three (3%)  percent of the total  payment
then due.  The  aforesaid  charge shall begin to accrue on the initial date of a
payment due date,  irrespective  of any grace  period  granted  hereunder.  This
provision  shall not prevent  Landlord from  exercising  any other remedy herein
provided or otherwise  available at law or in equity in the event of any default
by  Tenant.  Notwithstanding  anything  contained  herein to the  contrary,  the
above-referenced  service and  handling  charge shall not apply until the second
late  payment  of  Fixed  Rent or  Additional  Rent  due  hereunder  during  any
consecutive twelve (12) month period.

        (c)  Simultaneously  with the  execution  of this  Lease by  Tenant  and
delivery of same to Landlord for Landlord's  execution,  Tenant shall deliver to
Landlord an unconditional,  irrevocable, standby letter of credit (in accordance
with the  requirements set forth below) in the amount of $750,000.00 as security
for the full and faithful  performance  and  observance  by Tenant of all of the
terms,  conditions,  covenants and agreements of this Lease. Provided Tenant has
not defaulted at any time in any of its obligations under this Lease, the amount
under the  letter of  credit  shall  reduce  in  accordance  with the  following
schedule:  (i) to  $675,000 as of the first day of the  thirteenth  month of the
term hereof;  (ii) to $600,000 as of the first day of the twenty-fifth  month of
the term  hereof;  (iii) to $525,000  as of the first day of the  thirty-seventh
month  of  the  term  hereof;  (iv)  to  $450,000  as of  the  first  day of the
forty-ninth month of the term hereof; (v) to $375,000 as of the first day of the
sixty-first  month of the term  hereof;  (vi) to $300,000 as of the first day of
the  seventy-third  month of the term hereof;  (vii) to $225,000 as of the first
day of the eighty-fifth  month of the term hereof;  (viii) to $150,000 as of the
first day of the ninety-seventh month of the term hereof; and (ix) to $75,000 as
of the first day of the one hundred and ninth month of the term hereof.

        In the event  Tenant  defaults in payment of Rent or other sums due from
Tenant to Landlord  under this Lease,  or in  performance  or  observance of any
other term, covenant, condition or agreement of this Lease, after the expiration
of applicable notice periods provided herein for the cure thereof,  Landlord may
notify the "Issuing Bank" (hereinafter defined) and thereupon draw on the letter
of credit, in whole or part, from time to time, at Landlord's election, and use,
apply or retain the whole or any part of such  proceeds  to the extent  required
for the payment of any sums as to which Tenant is in default (including, without
limitation,   any  damages  or  deficiency   accrued  before  or  after  summary
proceedings or other re-entry by Landlord) or for coverage or  reimbursement  of
any sums which  Landlord  may expend or may be  required  to expend by reason of
such default by Tenant. In the event Landlord so uses, applies or retains all or
any portion of such monies  represented  by the letter of credit,  Tenant  shall
forthwith restore the security to the level set forth in Paragraph 5(c) above to
the amount required for the year of restoration  upon delivery of written notice
by Landlord  detailing such use,  application or retention,  through delivery of
cash or a certified or bank check payable to Landlord or through  delivery of an
amendment or  replacement  letter of credit to Landlord.  In the event  Landlord
shall not apply all of the  proceeds of such letter of credit to cover  Tenant's
default as permitted  hereunder,  Landlord  shall hold the unapplied  portion of
such proceeds (and the  restoration  amount  required  pursuant to the preceding
sentence) as a security  deposit  under this Lease,  and  thereafter  apply such
funds as permitted under this subparagraph. In the event that Tenant shall fully
and  faithfully  comply  with  all  of  the  terms,  provisions,  covenants  and
conditions  of this Lease,  the letter of credit or security  deposit then being
held by Landlord,  whichever may be the case, shall be returned to Tenant within
thirty  (30) days  after the  Expiration  Date and after  delivery  by Tenant of
entire  possession  of the  Premises to Landlord in strict  accordance  with the
terms of this lease.

        The unconditional, irrevocable, standby letter of credit to be delivered
by Tenant pursuant to this Article shall be in form and content  satisfactory to
Landlord and shall conform to each the following requirements:

            (i) such  letter of credit may only be issued by a member of the New
York  Clearing  House  Association  (or  a  commercial  bank  or  trust  company
satisfactory to Landlord having a net worth of at least  $750,000,000.00)  which
has  banking  offices  in New York City or Long  Island  at which the  letter of
credit may be drawn upon (the "Issuing Bank");

            (ii) such letter of credit shall indicate the address of the Issuing
Bank in New York City or Long Island where it can be drawn upon;

            (iii) such letter of credit shall name Landlord as beneficiary under
the letter of credit with its address c/o  Brandywine  Realty  Trust,  14 Campus
Boulevard, Suite 100, Newtown Square,  Pennsylvania 19073, Attention:  Corporate
Controller.

            (iv)  such  letter of  credit  must be  payable  to  Landlord  or an
authorized  representative  of Landlord upon  presentation of only the letter of
credit and a sight  draft,  and shall not contain as a  condition  to a draw the
requirement of Landlord's  certification  or other statement as to the existence
of Tenant's default;

            (v) Tenant must  replace  said letter of credit with a new letter of
credit  satisfying  the  requirements  of this Article at least thirty (30) days
prior to the termination of the existing letter of credit.  Failure by Tenant to
replace the  existing  letter of credit as required  herein  shall  constitute a
default  under this lease and there  shall be no notice or  opportunity  to cure
said default.  Thereupon,  Landlord shall be permitted to draw upon the existing
letter of credit up to the full amount thereof;

            (vi) such letter of credit shall be  transferable  multiple times by
Landlord without the consent of Tenant; and

            (vii) such  letter of credit  shall be subject to the  International
Standby Practices 1998, International Chamber of Commerce Publication No. 590.

        Tenant   acknowledges   and   agrees   that   Landlord   shall  have  no
responsibility or liability on account of any error by the Issuing Bank.

        In the event of a sale or lease of all or a portion of the  Building  by
Landlord,  Landlord shall have the right to transfer its rights under the letter
of credit  (or  security  deposit,  as  applicable)  to the vendee or lessee and
Landlord shall  thereupon be released by Tenant from all liability in connection
with such letter of credit (or security  deposit,  as applicable) from and after
the date of such transfer; Tenant agrees to look solely to the new landlord with
respect to the return of, or any dispute arising in connection with, such letter
of credit (or security  deposit) from and after the date of such  transfer;  and
the provisions  hereof shall apply to every transfer or assignment  made of such
rights to a new landlord. Landlord shall pay , all costs and fees charged by the
Issuing  Bank in  connection  with the  letter of credit  that  arise due to (i)
Landlord's  transfer of its rights under the letter of credit in connection with
the sale or lease of all or a portion  of the  Building,  or (ii) the  addition,
deletion or modification of any beneficiary under the letter of credit.

        Tenant shall not assign or encumber or attempt to assign or encumber the
letter  of credit  (or  security  deposit).  Any such  assignment,  encumbrance,
attempted assignment or attempted encumbrance by Tenant shall be deemed void and
of no force or effect, nor shall same be binding upon Landlord or its successors
or assigns.

        Tenant  shall  cooperate,  at its  expense,  with  Landlord  to promptly
execute and  deliver to  Landlord  any and all  modifications,  amendments,  and
replacements  of the  letter  of  credit  to carry  out the  intent,  terms  and
conditions of this Article.  Any other  requests by Landlord for  modifications,
amendments  and  replacements  of the  letter of credit  shall be at  Landlord's
expense.

        The  acceptance  of the letter of credit or the exercise of any remedies
under this Article by Landlord shall not be a limitation on Landlord's  damages,
remedies  or other  rights  under  this  Lease,  or  construed  as a payment  of
liquidated damages or an advance payment of Rent or any Additional Rent.

     6. ADDITIONAL RENT.

        (a)  Commencing as of the  Commencement  Date, and in each calendar year
thereafter  during  the  Term (as same may be  extended),  Tenant  shall  pay to
Landlord,  as additional rent, within thirty (30) days after Landlord  certifies
to Tenant the amount thereof,  the following  charges  ("Recognized  Expenses"),
without  deduction or set off, such charges to be based upon Tenant's  Allocated
Share of such charges, as stated in Article 1(h) herein.

             (1) Intentionally Deleted.

             (2)  Operating  Expenses.  All costs and  expenses  related  to the
Project  incurred  and paid by  Landlord  during  the Term,  including,  but not
limited to:

                  (a) All of the  following  costs and  expenses  related to the
operation  of the  Building and Project:  lighting  (including  site  lighting),
cleaning the Building exterior and common areas of the Building interior,  trash
removal and recycling (to the extent Tenant does not directly  contract with and
directly  pay  the  carting  company  providing  such  services),   repairs  and
maintenance of the roof and storm water management system,  fire suppression and
alarm systems,  utilities  benefitting the common areas,  removing snow, ice and
debris and maintaining all landscape areas,  (including replacing and replanting
flowers,  shrubbery and trees),  maintaining  and  repairing all other  exterior
improvements on the Project,  all repairs and compliance  costs  necessitated by
laws enacted or which become effective after the date hereof (including, without
limitation,  any additional  regulations or requirements  enacted after the date
hereof  regarding the Americans  With  Disabilities  Act (as such applies to the
Project  or  common  areas  but  not  to  any  individual  tenant's  space),  if
applicable)  required of Landlord under  applicable  laws, rules and regulations
and policing and regulating traffic to and from the Project (except that, in the
case of such compliance  costs, such costs shall be amortized on a straight line
basis over their  useful lives as  determined  in  accordance  with the Internal
Revenue Code of 1986, as amended,  and the regulations  applicable thereto,  and
the annualized  installment,  from the date of installation  through the date of
repayment  of said  installment,  shall be included in each year as an Operating
Expense).  Landlord's  obligation  to provide  snow  removal  services  shall be
limited to the parking areas and the sidewalk entrances.  Landlord hereby agrees
that the contracts its enters into for such snow removal  services shall require
that such  services  be  provided  if there is at least  two (2)  inches of snow
accumulation.

                  (b) All costs and  expenses  incurred by Landlord for ordinary
compliance  type  environmental  testing,  sampling  or  monitoring  required by
statute,  regulation or order of governmental  authority,  necessary  except any
costs or expenses incurred in conjunction with the spilling or depositing of any
hazardous substance for which any person or other tenant is legally liable.

                  (c) Any other  expense  or charge  which  would  typically  be
considered an expense of  maintaining,  operating or repairing the Project under
generally accepted accounting principles.

                  (d)  Management  fee not to exceed three (3%) percent of Fixed
Rent  which  is  applicable  to the  overall  operation  of the  Project.  It is
expressly understood that legal fees incurred in an action against an individual
tenant shall not be deemed  includable as an operating  expense pursuant to this
provision.

                  (e) All premiums paid or payable by Landlord for the following
insurance with respect to the Project:

                     (i)    Fire  and  extended  coverage  insurance  (including
                            demolition and debris removal);

                     (ii)   Insurance   against   Landlord's   rental   loss  or
                            abatement (but not including  business  interruption
                            coverage  on  behalf  of  Tenant),  from  damage  or
                            destruction from fire or other casualty;

                     (iii)  Landlord's    comprehensive    liability   insurance
                            (including  bodily  injury and property  damage) and
                            boiler insurance; and

                     (iv)   Such other  insurance  as Landlord or any  reputable
                            mortgage lending  institution  holding a mortgage on
                            the Premises may require.

     If any such  insurance  is  provided by blanket  coverage,  the part of the
premium  allocated to the Project shall be equitably  determined by Landlord but
shall not exceed the amount of premium due if insurance was provided by a policy
only insuring the Project.  Should Tenant's  occupancy or use of the Premises at
any time change and thereby cause an increase in such insurance  premiums on the
Premises,  Building  and/or  Project,  Tenant  shall pay to Landlord  the entire
amount of such  increase.  It is further  agreed that should any other  tenant's
occupancy  at the  Building at any time change and thereby  cause an increase in
such insurance  premiums on the Premises,  Building and/or  Project,  such other
tenant  shall pay to Landlord  the entire  amount of such  increase and the same
shall not be deemed a Recognized  Expense  hereunder.  If the coverage period of
any such insurance  obtained by Landlord  commences before or extends beyond the
Term, the premium therefore shall be prorated to the Term.

        Notwithstanding the foregoing,  the term "Recognized Expenses" shall not
include any of the following:

                  (a) Repairs or other work  occasioned  by fire,  windstorm  or
other insured casualty plus and "deductibles" or by the exercise of the right of
eminent domain;

                  (b) Leasing commissions, accountants',  consultants', auditors
or attorneys'  fees,  costs and  disbursements  and other  expenses  incurred in
connection  with  negotiations  or disputes  with other  tenants or  prospective
tenants or other  occupants,  or associated  with the  enforcement  of any other
leases or the defense of Landlord's title to or interest in the real property or
any part thereof;

                  (c) Costs  (including  permit,  licenses and inspection  fees)
incurred in  renovating  or otherwise  improving  or  decorating,  painting,  or
redecorating  the  Building  or space for other  tenants or other  occupants  or
vacant space;

                  (d) Costs of any items or services sold or provided to tenants
(including Tenant) for which Landlord is reimbursed by such tenants;

                  (e) Depreciation and amortization;

                  (f) Costs  incurred  due to a breach by  Landlord or any other
tenant of the terms and conditions of any lease;

                  (g)  Overhead and profit  increment  paid to  subsidiaries  or
affiliates of Landlord for management or other services on or to the Building or
for supplies, utilities or other materials, to the extent that the costs of such
services,  supplies,  utilities or materials  exceed the  reasonable  costs that
would have been paid had the  services,  supplies or materials  been provided by
unaffiliated  parties on a reasonable  basis  without  taking into effect volume
discounts or rebates offered to Landlord as a portfolio purchaser;

                  (h) Interest on debt or amortization  payments on any mortgage
or deeds of trust or any other borrowings and any ground rent;

                  (i) Ground  rents or rentals  payable by Landlord  pursuant to
any over-lease;

                  (j) Any compensation paid to clerks, attendants,  employees or
other persons in commercial concessions operated by Landlord at the Project;

                  (k)  All  items  and  services  for  which  Tenant  reimburses
Landlord  or which  Landlord  provides  selectively  to one or more  tenants  or
occupants of the building (other than Tenant) without reimbursement;

                  (l) Costs  incurred  in managing  or  operating  any "pay for"
parking facilities within the Project;

                  (m) Any capital  expense  relating  only to the repair  and/or
replacement  of the roof and the repair and/or  replacement of those items noted
in Article 14(b) of this Lease.

                  (n) Any fines or fees for  Landlord's  failure to comply  with
governmental, quasi-governmental, or regulatory agencies' rules and regulations;

                  (o) Legal, accounting and other expenses related to Landlord's
financing, re-financing, mortgaging or selling the Building or the Project;

                  (p)  Any  advertising   expense   associated  with  rental  or
marketing of the Project; and

                  (q)  Repairs or other work  occasioned  by the  negligence  of
Landlord or its agents.

             (3) Taxes.  Taxes  shall be defined as all taxes,  assessments  and
other governmental  charges ("Taxes"),  including special assessments for public
improvements  or traffic  districts  which are levied or  assessed  against  the
Project  during  the Term or,  if levied or  assessed  prior to the Term,  which
properly  are  allocable  to the Term,  and real estate tax appeal  expenditures
incurred by Landlord to the extent of any reduction resulting thereby.

             Nothing  herein  contained  shall be construed to include as Taxes:
(A) any inheritance, estate, succession, transfer, gift, franchise, corporation,
net  income  or  profit  tax or  capital  levy  that is or may be  imposed  upon
Landlord;  or (B) any Taxes  resulting  from a transfer  of the  Building or the
Project;  or (C) penalties or interest accrued due to Landlord's  failure to pay
the Taxes on the due date  (provided  such failure does not occur as a result of
Tenant's  failure to timely pay Taxes as and in the manner required  hereunder);
provided,  however,  that if at any time  during the Term the method of taxation
prevailing at the  commencement  of the Term shall be altered so that in lieu of
or as a substitute  for the whole or any part of the taxes now levied,  assessed
or imposed on real estate as such there shall be levied, assessed or imposed (i)
a tax on the  rents  received  from  such real  estate,  or (ii) a  license  fee
measured by the rents  receivable  by Landlord  from the Premises or any portion
thereof,  or (iii) a tax or license  fee  imposed  upon  Premises or any portion
thereof, then the same shall be included in the computation of Taxes hereunder.

             If Landlord shall receive a refund of Taxes for any Tax Year of the
Term,  Landlord shall pay to Tenant,  Tenant's Allocated Share of any refund (to
the extent Tenant has actually  paid Taxes for such Tax Year),  net of any costs
and expenses associated with obtaining the refund, to the extent that such costs
or expenses  were not  included in the Taxes for such Tax Year.  This  provision
shall  survive  the  termination  of the  lease  for a period  of four (4) years
(provided such termination is not a result of Tenant's default hereunder).

             (4) Commencing as of the  Commencement  Date,  Tenant shall pay, in
monthly  installments  in  advance,  on account of Tenant's  Allocated  Share of
Recognized  Expenses and Taxes, the estimated amount of such Recognized Expenses
and Taxes for such year as determined by Landlord in its  reasonable  discretion
and as set  forth in a  notice,  such  notice  to  include  the  basis  for such
calculation,  to be provided to Tenant  prior to such date.  Prior to the end of
that year and  thereafter  for each  successive  calendar  year (each,  a "Lease
Year"), or part thereof,  Landlord shall send to Tenant a statement of projected
Recognized  Expenses and Taxes and shall indicate what Tenant's  projected share
of  Recognized  Expenses  and Taxes shall be. Said amount shall be paid in equal
monthly  installments in advance by Tenant as Additional Rent commencing January
1 of the applicable Lease Year.

             (5) If during the  course of any Lease  Year,  Landlord  shall have
reason to believe that the Recognized Expenses and Taxes shall be different than
that upon which the aforesaid  projections were originally  based, then Landlord
shall adjust the amount by  reallocating  the remaining  payments for such year,
for the months of the Lease Year which remain for the revised  projections,  and
to advise Tenant of an adjustment  in future  monthly  amounts to the end result
that the  Recognized  Expenses  and Taxes  shall be  collected  on a  reasonably
current basis each Lease Year.

             (6) Within four (4) months  following the end of each Lease Year or
as soon thereafter as administratively available,  Landlord shall send to Tenant
a statement of actual  expenses  incurred for Recognized  Expenses and Taxes for
the prior Lease Year showing the Allocated Share due from Tenant. Landlord shall
use its reasonable efforts to provide Tenant with the aforesaid statements on or
before April 30 of each Lease Year; provided,  however, if Landlord is unable to
provide  such  statements  by April 30,  Landlord  shall not have been deemed to
waive its right to collect any such amounts as  Additional  Rent. If Landlord is
unable to provide  final  statements  on or before  April 30 of each Lease Year,
Landlord  shall  provide  Tenant with its unaudited  internal  estimates of such
costs by April 30, with the caveat that the final  statements  may deviate  from
the estimate  provided.  In the event the amount  prepaid by Tenant  exceeds the
amount that was actually due then Landlord  shall issue a credit to Tenant in an
amount  equal to the over  charge,  which  credit  Tenant  may  apply to  future
payments on account of Recognized Expenses and Taxes until Tenant has been fully
credited  with the over  charge.  If the  credit  due to Tenant is more than the
aggregate  total of future  rental  payments,  Landlord  shall pay to Tenant the
difference between the credit in such aggregate total. In the event Landlord has
undercharged  Tenant  then  Landlord  shall  send  Tenant  an  invoice  with the
additional  amount  due,  which  amount  shall be paid in full by Tenant  within
twenty (20) days of receipt.

             (7)  Each  of the  Recognized  Expense  and  Tax  amounts,  whether
requiring lump sum payment or  constituting  projected  monthly amounts added to
the Fixed Rent,  shall for all purposes be treated and  considered as Additional
Rent and the  failure of Tenant to pay the same as and when due in  advance  and
without  demand shall have the same effect as failure to pay any  installment of
the Fixed Rent and shall afford  Landlord all the remedies in the Lease therefor
as well as at law or in equity.

             (8) If any  Recognized  Expenses  cover a  period  which  commences
before or extends beyond the Term, the payment  therefore  shall be prorated for
the Term.  If this Lease  terminates  other than at the end of a calendar  year,
Landlord's annual estimate of Recognized Expenses and Taxes shall be accepted by
the parties as the actual  Recognized  Expenses and Taxes for the year the Lease
ends until Landlord  provides  Tenant with actual  statements in accordance with
subsection  6(e) above.  The  obligation of Landlord to provide Tenant with such
actual statements shall survive the expiration of this Lease.

             (9) Tenant shall have the right,  at its sole cost and expense,  to
audit or have its  appointed  accountant  audit  Landlord's  records  related to
Recognized  Expenses  provided that any such audit may not occur more frequently
than once each  calendar  year nor apply to any year  prior to the then  current
calendar year. In the event Tenant's audit discloses any  discrepancy,  Landlord
and Tenant  shall use their best  efforts to  resolve  the  dispute  and make an
appropriate  adjustment,  failing  which,  they shall submit any such dispute to
arbitration  pursuant to the rules and under the  jurisdiction  of the  American
Arbitration  Association in New York. The decision  rendered in such arbitration
shall be final, binding and non-appealable.  The expenses of arbitration,  other
than  individual  legal and  accounting  expenses  which shall be the respective
parties'  responsibility,  shall be divided equally between the parties.  Tenant
agrees not to utilize a contingent fee auditor.

     7. ELECTRICITY AND GAS CHARGES.

        (a) Landlord shall provide  Tenant with a direct  electric and gas meter
and account to the public utilities  servicing the Premises for electric and gas
service, and Tenant shall pay all charges directly to such utility. Tenant shall
also pay Landlord,  as Additional  Rent,  within fifteen (15) days of receipt of
Landlord's billing statement  therefor,  Tenant's Allocated Share of all charges
incurred by Landlord, or its agent, for electricity provided to the common areas
of the Project.  Tenant may select  alternate  electric and gas providers,  with
Landlord's prior written consent (not to be unreasonably withheld), provided the
use of such alternate providers does not affect other tenants at the Project and
the services then being provided to the Project.  Landlord shall  cooperate with
Tenant,  at no charge,  to enable  Tenant to obtain  such  utility  services  as
requested by Tenant.

        (b) It is  understood  and agreed that the  installation  of such direct
meters for the Premises shall not occur until after the Commencement Date. If is
therefore  agreed by the parties that,  prior to the earlier to occur of (i) the
installation  of the direct  meters,  or (ii) a tenant  taking  occupancy of the
portion  of the  Building  not  being  leased  by  Tenant,  Tenant  shall pay to
Landlord,  as Additional Rent, within fifteen (15) days of receipt of Landlord's
billing statement  therefor,  seventy-five (75%) percent of all charges incurred
by Landlord for all electricity and gas services provided at the Building.

     8. SIGNS; USE OF PREMISES AND COMMON AREAS.

        (a) Landlord shall provide Tenant with standard  identification  signage
on all Building directories and at the entrance to the Premises.  No other signs
shall be placed, erected or maintained by Tenant at any place upon the Premises,
Building or Project,  without  Landlord's prior written approval.  It is further
understood and agreed that:  (i) Tenant's right to place,  erect or maintain any
other signs at the Project shall be subject and subordinate to Landlord's  right
to place, erect or maintain the same at the Project; (ii) all such signage shall
conform to all legal requirements;  (iii) Tenant shall be solely responsible for
any and all costs and expenses of manufacturing,  erecting and removing any such
sign or signs;  and (iv) Landlord shall be permitted to provide other tenants at
the Project with space on any monument sign  (including  the currently  existing
monument sign) and on any Building  signage  (including  any currently  existing
Building signage) at the Project and that each tenant  (including  Tenant) shall
each be entitled to their allocated share of space on such monument sign and any
such Building signage.  It is agreed that Tenant shall have no less signage than
as currently  exists at the Project,  subject to the provisions of  subparagraph
(iv)  hereof,  and that  Tenant  shall  be  provided  with the top  space on any
monument sign which it shares with any other tenants at the Project.

        (b)  Tenant may use and occupy the  Premises  only for the  express  and
limited  purposes  stated in Article 1(j) above;  and the Premises  shall not be
used or occupied,  in whole or in part, for any other purpose  without the prior
written  consent of Landlord;  provided that Tenant's right to so use and occupy
the Premises shall remain  expressly  subject to the provisions of "Governmental
Regulations",  Article 29 herein.  No machinery or equipment  shall be permitted
that shall cause vibration,  noise or disturbance  beyond the Premises.  Tenant,
without  Landlord's  consent or  direction,  shall not, at any time prior to the
fourth year of the Term, "vacate" the Premises nor permit the Premises to remain
unoccupied. "Vacate" shall be defined as the removal of substantially all of the
firm's client files or all of its furniture and equipment and personal  property
from the Premises.

        (c) Tenant  shall not overload any floor or part thereof in the Premises
or the Building,  including any public corridors or elevators therein,  bringing
in, placing,  storing,  installing or removing any large or heavy articles, . At
Tenant's  sole cost and  expense,  supplementary  supports of such  material and
dimensions as Landlord may deem  necessary to properly  distribute the weight of
safes and heavy articles or machinery may be required.

        (d) Tenant shall not install in or for the Premises,  without Landlord's
prior written approval,  any equipment which requires more electric current than
Landlord is required to provide under this Lease.

        (e)  Tenant  shall not  commit or suffer  any waste  upon the  Premises,
Building or Project or any nuisance, or any other act or thing which may disturb
the quiet enjoyment of any other tenant in the Building or Project.

        (f)  Tenant  shall  have the  right,  non-exclusive  and in common  with
others,  to use the exterior  paved  driveways  and walkways of the Building for
vehicular  and  pedestrian  access to the  Building.  Tenant shall also have the
right,  in common with other  tenants of the Building and  Landlord,  to use the
designated parking areas of the Project for the parking of automobiles of Tenant
and its employees and business  visitors,  incident to Tenant's permitted use of
the Premises;  provided that Landlord  shall have the right to restrict or limit
Tenant's  utilization  of  the  parking  areas  in the  event  the  same  become
overburdened and in such case to equitably  allocate on  proportionate  basis or
assign  parking  spaces  among  Tenant and the other  tenants  of the  Building.
Landlord shall have the right to establish reasonable regulations, applicable to
all tenants,  governing the use of or access to any interior or exterior  common
areas; and such  regulations,  when  communicated by written  notification  from
Landlord to Tenant,  shall be deemed  incorporated by reference  hereinafter and
part of this Lease.  Notwithstanding  anything to the contrary contained herein,
Landlord  shall provide  Tenant with the exclusive  right to use one hundred and
twenty  (120)  parking  spaces at the  Project as shown on Exhibit  "D"  annexed
hereto.  Sixteen  (16 ) of the parking  spaces  shall be marked  "reserved"  for
Tenant's  exclusive use and shall also be shown on said Exhibit "D". At Tenant's
request,  Landlord shall designate additional reserved parking spaces or parking
areas at the Project for Tenant's exclusive use.

     9. ENVIRONMENTAL MATTERS.

        (a) Hazardous Substances.

            (i) Tenant shall not, except as provided in subparagraph (ii) below,
bring or otherwise  cause to be brought or permit any of its agents,  employees,
contractors  or  invitees  to bring in,  on or about  any part of the  Premises,
Building or Project,  any hazardous substance or hazardous waste in violation of
law, as such terms are or may be defined in (x) the Comprehensive  Environmental
Response,  Compensation  and Liability Act, 42 U.S.C.  9601 et seq., as the same
may from  time to time be  amended,  and the  regulations  promulgated  pursuant
thereto  ("CERCLA");  the United States Department of  Transportation  Hazardous
Materials  Table (49 CFR 172.102);  by the  Environmental  Protection  Agency as
hazardous  substances  (40 CFR Part 302); the Clean Air Act; and the Clean Water
Act, and all amendments,  modifications or supplements  thereto;  and/or (y) any
other rule, regulation,  ordinance,  statute or requirements of any governmental
or administrative  agency regarding the environment  (collectively,  (x) and (y)
shall be referred to as an "Applicable Environmental Law").

            (ii)  Tenant  may  bring  to  and  use at  the  Premises,  hazardous
substances,   supplies  or  other  items,  incidental  to  its  normal  business
operations  under the NAI Code  referenced in paragraph 1(m) above in de minimis
quantities  in  accordance  with all laws.  Tenant  shall  store and handle such
substances in strict accordance with all environmental laws.

            (iii) Landlord  covenants that it shall require all other tenants of
the Project to comply with substantially the same terms as set forth in Articles
9(a)(i) and 9(a)(ii)  above.  Any lease entered into between  Landlord and other
tenants  of  the  Project  shall  contain   substantially  the  same  paragraphs
enumerated above.

        (b) NAI Numbers.

            (i) Tenant represents and warrants that Tenant's NAI (North American
Industry  Classification)  number as designated  in the Standard  Classification
Manual  prepared by the Office of  Management  and  Budget,  and as set forth in
Article 1(m) hereof, is correct.  Tenant represents that the specific activities
intended to be carried on in the Premises are in accordance with Article 1(j).

            (ii) Tenant shall not engage in  operations  at the  Premises  which
involve  the  generation,  manufacture,  refining,  transportation,   treatment,
storage,  handling or disposal of "hazardous substances" or "hazardous waste" as
such terms are defined under any Applicable  Environmental  Law.  Tenant further
covenants  that it will not cause or permit  to exist any  "discharge"  (as such
term is defined under Applicable Environmental Laws) on or about the Premises.

            (iii) Tenant shall, at its expense,  comply with all requirements of
Applicable Environmental Laws pertaining thereto.

            (iv) In  addition,  upon written  request of Landlord,  Tenant shall
cooperate with Landlord in obtaining  Applicable  Environmental Laws approval of
any transfer of the Building of which the Premises form a part.  Specifically in
that regard, Tenant agrees that it shall (1) execute and deliver all affidavits,
reports,  responses to  questions,  applications  or other  filings  required by
Landlord  and  related  to  Tenant's  activities  at  the  Premises,  (2)  allow
inspections  and  testing of the  Premises,  and (3) as  respects  the  Premises
occupied by Tenant,  perform any  requirement  reasonably  requested by Landlord
necessary for the receipt of Applicable  Environmental  Laws approval,  provided
the foregoing shall be at no out-of-pocket  cost or expense to Tenant except for
clean-up and remediation costs arising from Tenant's activities at the Premises.

        (c) Additional Terms.

            (i) In the  event of  Tenant's  failure  to comply in full with this
Article,  Landlord may, after written  notice to Tenant and Tenant's  failure to
cure  within  thirty  (30) days of its  receipt of such  notice,  at  Landlord's
option,  perform any and all of Tenant's  obligations as aforesaid and all costs
and expenses  incurred by Landlord in the exercise of this right shall be deemed
to be  Additional  Rent payable on demand and with  interest at the Default Rate
until payment at the rate provided in this Lease.

            (ii)  The  parties  acknowledge  and  agree  that  Tenant  shall  be
responsible for any  environmental  issue at the Premises caused by an action or
omission of Tenant or its agents, employees,  consultants or invitees subsequent
to the  Commencement  Date, it being  understood and agreed that with respect to
any  environmental  issues that occurred  prior to the  Commencement  Date,  the
provisions of Paragraphs 21(c) and 43(b) of the Contract of Sale shall apply.

            (iii)  This  Article  9  shall  survive  the  expiration  or  sooner
termination of this Lease.

     10. TENANT'S  ALTERATIONS.  Tenant will not cut or drill into or secure any
fixture,  apparatus or equipment or make  alterations,  improvements or physical
additions (collectively,  "Alterations") of any kind to any part of the Premises
without first obtaining the written consent of Landlord,  such consent not to be
unreasonably  withheld,  or  unduly  delayed.  Landlord's  consent  shall not be
required for the  installation  of any office  equipment  or fixtures  including
internal  partitions which do not require disturbance of any structural elements
or systems  (other than  attachment  thereto)  within the  Building.  Landlord's
consent  shall also not be required for any Minor  Alterations  (as  hereinafter
defined).  For purposes of this lease, the term "Minor  Alterations"  shall mean
any Alteration which: (i) is non-structural in nature; (ii) shall not affect the
usage or proper functioning of any of the Building systems  (including,  without
limitation, the heating,  ventilation, air conditioning,  plumbing,  electrical,
health  safety,  sprinkler or security  systems;  and (iii) shall have a cost of
completion which is less than $50,000.00. Tenant shall otherwise comply with all
other  provisions of this Article 10 with respect to all Minor  Alterations.  If
Landlord approves Tenant's Alterations and agrees to permit Tenant's contractors
to do the  work,  Tenant,  prior to the  commencement  of labor or supply of any
materials  (including  those  relating to Minor  Alterations),  must  furnish to
Landlord  (i) a  duplicate  or  original  policy or  certificates  of  insurance
evidencing  (a) general  public  liability  insurance  for  personal  injury and
property  damage in the minimum amount of  $1,000,000.00  combined single limit,
(b) statutory workman's  compensation  insurance,  and (c) employer's  liability
insurance  from each  contractor  to be  employed  (all such  policies  shall be
non-cancelable  without  thirty (30) days prior  written  notice to Landlord and
shall  be  in  amounts  and  with  companies  satisfactory  to  Landlord);  (ii)
construction documents prepared and sealed by a registered New York architect if
such  alteration is in excess of $50,000.00;  and (iii) all applicable  building
permits required by law. Any consent by Landlord  permitting Tenant to do any or
cause  any work to be done in or about  the  Premises  shall  be and  hereby  is
conditioned upon Tenant's work being performed by workmen and mechanics  working
in harmony  and not  interfering  with labor  employed by  Landlord,  Landlord's
mechanics or their contractors or by any other tenant or their  contractors.  If
at any time any of the workmen or  mechanics  performing  any of  Tenant's  work
shall be unable to work in harmony or shall interfere with any labor employed by
Landlord, other tenants or their respective mechanics and contractors,  then the
permission  granted by Landlord to Tenant  permitting  Tenant to do or cause any
work to be done in or about the  Premises,  may be  withdrawn  by Landlord  upon
forty-eight (48) hours written notice to Tenant.

     All  Alterations  (whether  temporary or permanent in character) made in or
upon  the  Premises  (other  than  Landlord's  Work  which  will  remain  on the
Premises),  either by  Landlord or Tenant,  shall be  Landlord's  property  upon
installation  and shall remain on the Premises  without  compensation to Tenant.
All furniture,  movable trade  fixtures and equipment and any Minor  Alterations
installed by Tenant may be removed by Tenant at the  termination  of this Lease,
or if not so removed  shall,  at the option of Landlord,  become the property of
Landlord. All such installations, removals and restoration shall be accomplished
in a good and  workmanlike  manner so as not to damage the  Premises or Building
and in such manner so as not to disturb other tenants in the Building. If Tenant
fails to remove any items  required  to be  removed  pursuant  to this  Article,
Landlord may do so and the costs and expenses thereof shall be deemed Additional
Rent hereunder and shall be reimbursed by Tenant to Landlord within fifteen (15)
business days of Tenant's receipt of an invoice  therefor from Landlord.  Tenant
shall not be responsible for  reimbursing  Landlord for the cost Landlord incurs
in removing any Minor Alterations which remain at the Premises at the end of the
term hereof.

     11. CONSTRUCTION LIENS.

         (a)  Tenant  will not  voluntarily  suffer  or permit  any  mechanic's,
contractor's,  subcontractor's or supplier's lien (a "Construction  Lien") to be
filed against the Premises or any part thereof by reason of work, labor services
or  materials  supplied or claimed to have been  supplied to Tenant;  and if any
Construction  Lien shall at any time be filed  against the  Premises or any part
thereof,  Tenant,  within  thirty (30) days after notice of the filing  thereof,
shall cause it to be discharged of record by payment,  deposit, bond, order of a
court of competent jurisdiction or otherwise. If Tenant shall fail to cause such
Construction Lien to be discharged within the period aforesaid, then in addition
to any other  right or remedy,  Landlord  may,  but shall not be  obligated  to,
discharge it either by paying the amount  claimed to be due or by procuring  the
discharge of such lien by deposit or by bonding proceedings.  Any amount so paid
by Landlord,  plus all of  Landlord's  costs and expenses  associated  therewith
(including,  without  limitation,   reasonable  legal  fees),  shall  constitute
Additional  Rent  payable by Tenant under this Lease and shall be paid by Tenant
to Landlord on demand with  interest from the date of advance by Landlord at the
Default Rate.

         (b)  Nothing  in  this  Lease,  or in  any  consent  to the  making  of
alterations  or  improvements  shall  be  deemed  or  construed  in  any  way as
constituting  authorization  by Landlord  for the making of any  alterations  or
additions by Tenant, or constituting a request by Landlord,  express or implied,
to any contractor, subcontractor or supplier for the performance of any labor or
the furnishing of any materials for the use or benefit of Landlord.

     12. ASSIGNMENT AND SUBLETTING.

         (a)  Subject to the  remaining  subsections  of Article  12,  except as
expressly  permitted  pursuant to this  section,  Tenant shall not,  without the
prior  written  consent of  Landlord,  such  consent  shall not be  unreasonably
withheld or unduly  delayed,  assign or  hypothecate  this Lease or any interest
herein or sublet the Premises or any part  thereof.  Any of the  foregoing  acts
without such consent shall be void.  Except as otherwise  specifically set forth
herein, this Lease shall not, nor shall any interest herein, be assignable as to
the interest of Tenant by operation of law or by merger,  consolidation or asset
sale,  without the written consent of Landlord,  which shall not be unreasonably
withheld or unduly delayed.  Notwithstanding  anything contained herein,  Tenant
may  permit  any  corporation  or  other  business  entity  which  controls,  is
controlled by or is under common control with Tenant ("Affiliate") to sublet all
or any part of the Premises,  and may assign this Lease, in whole or in part, to
an Affiliate (in either case, an "Affiliate Assignment or Sublease"), upon prior
written  notice to Landlord.  Tenant is a publicly  traded  corporation,  and no
transfer of shares of Tenant shall  require  consent of Landlord nor be deemed a
violation of this Lease.

         (b) If at any time or from time to time  during  the term of this Lease
Tenant  desires to assign  this Lease or sublet all or any part of the  Premises
for which Landlord's consent is required hereunder,  Tenant shall give notice to
Landlord of such desire,  including the name,  address and contact party for the
proposed assignee or subtenant,  a description of such party's business history,
the  effective  date of the  proposed  assignment  or  sublease  (including  the
proposed  occupancy  date by the  proposed  assignee or  sublessee),  and in the
instance of a proposed  sublease,  the square  footage to be subleased,  a floor
plan professionally drawn to scale,  depicting the proposed sublease area, and a
statement of the duration of the proposed  sublease  (which shall in any and all
events expire by its terms prior to the scheduled  expiration of this Lease, and
immediately upon the sooner  termination  hereof).  Landlord may, at its option,
and in its sole and absolute  discretion,  exercisable by notice given to Tenant
within  sixty (60) days next  following  Landlord's  receipt of Tenant's  notice
(which notice from Tenant shall,  as a condition of its  effectiveness,  include
all of the  above-enumerated  information),  elect to recapture  the Premises or
such  portion  as is  proposed  by Tenant to be sublet  (and in each  case,  the
designated  and  non-designated  parking  spaces  included in this demise,  or a
pro-rata  portion  thereof in the instance of the  recapture of less than all of
the  Premises),  and  terminate  this  Lease  in  the  instance  of  a  proposed
assignment, or recapture that portion of the Premises proposed to be sublet (and
a  pro-rata  portion  of  designated  and  non-designated   parking  spaces,  as
aforesaid)  and terminate the Lease with respect  thereto,  in the instance of a
proposed sublease. It is further agreed that the foregoing recapture right shall
only apply in connection with an assignment of this Lease and any Major Sublease
(as  hereinafter  defined)  and  shall  not  apply in the case of any  Affiliate
Assignment or Sublease.  The term "Major Sublease",  as used herein,  shall mean
any proposed sublease which,  when considered  together with all other subleases
that will be in effect  on the  commencement  of such  proposed  sublease  : (i)
covers more than seventy five percent (75%) of the rentable area of the Premises
and  extends  for any part of the Term of this  Lease or (ii)  covers  more than
fifty  percent  (50%) of the rentable  area of the Premises and extends for more
than fifty percent (50%) of the then remaining term of this Lease.

         (c) If Landlord  elects to recapture the Premises or a portion  thereof
as  aforesaid,  then from and after the  effective  date  thereof as approved by
Landlord,  after  Tenant  shall have fully  performed  such  obligations  as are
enumerated  herein to be performed by Tenant in connection  with such recapture,
and except as to obligations  and liabilities  accrued and unperformed  (and any
other  obligations  expressly  stated in this Lease to survive the expiration or
sooner  termination  of this  Lease),  Tenant  shall be released of and from all
lease obligations thereafter otherwise accruing with respect to the Premises (or
such lesser portion as shall have been recaptured by Landlord). The Premises, or
such  portion  thereof as Landlord  shall have  elected to  recapture,  shall be
delivered by Tenant to Landlord  free and clear of all  furniture,  furnishings,
personal  property and trade fixtures,  with Tenant  repairing and restoring any
and all damage to the  Premises  resulting  from the  installation,  handling or
removal thereof,  and otherwise in the same condition as Tenant is, by the terms
of this  Lease,  required  to  redeliver  the  Premises  to  Landlord  upon  the
expiration  or sooner  termination  of this Lease.  Upon the  completion  of any
recapture and  termination as provided  herein,  Tenant's  remaining Fixed Rent,
Recognized Expense and remaining monetary  obligations of Tenant,  including the
amount of the letter of credit held by Landlord under Article 5(c) hereof, shall
be reduced  pro-rated  based  upon the  reduced  rentable  square  footage  then
comprising the Premises.

         (d) If Landlord provides written notification to Tenant electing not to
recapture  the Premises (or so much thereof as Tenant had proposed to sublease),
then Tenant may proceed to market the  designated  space and may  complete  such
transaction and execute an assignment of this Lease or a sublease  agreement (in
each case in form reasonably acceptable to Landlord) within a period of nine (9)
months next following  Landlord's notice to Tenant that it declines to recapture
such space,  provided that Tenant shall have first obtained in any such case the
prior written consent of Landlord to such  transaction,  which consent shall not
be unreasonably withheld. If, however, Tenant shall not have assigned this Lease
or sublet the Premises with Landlord's prior written consent as aforesaid within
nine (9)  months  next  following  Landlord's  notice  to Tenant  that  Landlord
declines to recapture the Premises (or such portion thereof as Tenant  initially
sought to  sublease),  then in such  event,  Tenant  shall  again be required to
request Landlord's  consent to the proposed  transaction,  whereupon  Landlord's
right to  recapture  the  Premises  (or such  portion as Tenant  shall desire to
sublease)  shall be renewed  upon the same terms and as  otherwise  provided  in
subsection (b) above.

            For purposes of this Section 12(d),  the parties agree that it shall
not be  unreasonable  for Landlord to withhold its consent to such assignment or
sublease,  as the case may be, if: (i) the  proposed  assignee  shall have a net
worth less than the net worth of Tenant at the time Tenant  executes this Lease,
or which is  otherwise  not  acceptable  to  Landlord in  Landlord's  reasonable
discretion;  (ii) the  proposed  assignee  or  sublessee  shall have no reliable
credit history or an unfavorable  credit history,  or other reasonable  evidence
exists that the proposed  assignee or sublessee  will  experience  difficulty in
satisfying  its  financial  or other  obligations  under this  Lease;  (iii) the
proposed  assignee  of  sublessee,  in  Landlord's  reasonable  opinion,  is not
reputable and of good character; (iv) Tenant is proposing a sublease at a rental
or  subrental  rate which is less than the then fair market  rental rate for the
portion of the Premises being subleased or assigned to an existing tenant of the
Building or another prospect with whom Landlord is negotiating with for space at
the Building ; (v) the  proposed  assignee or  sublessee  will cause  Landlord's
existing parking facilities to be reasonably inadequate, or in violation of code
requirements,  or require Landlord to increase the parking area or the number of
parking spaces in excess of those furnished to Tenant pursuant to this Lease, or
(vi) the  nature of such  party's  proposed  business  operation  would or might
reasonably  permit or require the use of the  Premises in a manner  inconsistent
with the "Permitted Use " specified herein,  would or might reasonably otherwise
be in conflict with express provisions of this Lease.

         (e) Any sums or other  economic  consideration  received by Tenant as a
result of any subletting, assignment or license (except rental or other payments
received  which  are  attributable  to the  amortization  of the cost of (i) the
initial  leasehold  improvements  made at the commencement of the term hereof to
the sublet or  assigned  portion of the  Premises  by or on behalf of Tenant and
(ii) the leasehold  improvements  made to the sublet or assigned  portion of the
Premises by Tenant for  subtenant or  assignee,  and other  reasonable  expenses
incident  to  the  subletting  or   assignment,   including   standard   leasing
commissions) whether denominated rentals under the sublease or otherwise,  which
exceed,  in the  aggregate,  the total sums  which  Tenant is  obligated  to pay
Landlord  under this Lease  (prorated to reflect  obligations  allocable to that
portion of the premises subject to such sublease or assignment) shall be divided
evenly between  Landlord and Tenant,  with  Landlord's  portion being payable to
Landlord as Additional  Rent under this Lease without  affecting or reducing any
other obligation of Tenant hereunder.

         (f) Regardless of Landlord's consent, no subletting or assignment shall
release Tenant of Tenant's  obligation or alter the primary  liability of Tenant
to pay the Rent and to perform all other  obligations  to be performed by Tenant
hereunder.  The acceptance of rental by Landlord from any other person shall not
be deemed to be a waiver by Landlord  of any  provision  hereof.  Consent to one
assignment  or  subletting  shall  not  be  deemed  consent  to  any  subsequent
assignment or  subletting.  In the event of default by any assignee of Tenant or
any successor of Tenant in the performance of any of the terms hereof,  Landlord
may proceed directly against Tenant without the necessity of exhausting remedies
against such assignee or successor.

         (g) In the event that (i) the  Premises or any part  thereof are sublet
and Tenant is in default  under this  Lease,  or (ii) this Lease is  assigned by
Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply
the net amount  collected to the rent herein  reserved;  but no such  collection
shall be deemed a waiver of the  provisions  of this  Article 12 with respect to
assignment  and  subletting,  or the acceptance of such assignee or subtenant as
Tenant  hereunder,  or a  release  of Tenant  from  further  performance  of the
covenants herein contained.

         (h) In connection  with each  proposed  assignment or subletting of the
Premises by Tenant,  Tenant shall pay to Landlord (i) an  administrative  fee of
$250 per request in order to defer  Landlord's  administrative  expenses arising
from such request, plus (ii) Landlord's reasonable attorneys' fees not to exceed
$1,000.00.

         (i)   Notwithstanding   anything  to  the  contrary  contained  herein,
regardless  of  whether   Landlord  shall  consent   thereto  (or  whether  such
transaction  shall otherwise be permitted  hereunder upon notice to, but without
the consent of  Landlord),  no assignment of this Lease and no subletting of the
Premises or any portion  thereof  shall release  Tenant of Tenant's  obligations
hereunder,  or alter  the  primary  liability  of  Tenant to pay the Rent and to
perform  any and all other  obligations  to be  performed  by the  holder of the
tenant  interest  hereunder,  and  it  shall  be an  express  condition  of  any
assignment  or  sublease  that a  fully-executed,  original  counterpart  of the
assignment or sublease agreement,  in form specified by or otherwise  acceptable
to Landlord, shall be furnished to Landlord prior to the effective date thereof.
Any assignment document shall, among its terms,  contain an express agreement by
the  assignee to assume and be bound by all of the  obligations  to be performed
and discharged by the holder of the tenant interest hereunder, and shall include
an  affirmation by the assignor of its continuing  primary  liability  hereunder
notwithstanding  such assignment.  Any sublease document shall, among its terms,
be expressly  subject and  subordinate  in all  respects to this Lease,  and the
shall  contain  an  affirmation  by  the  sublessor  of its  continuing  primary
liability hereunder  notwithstanding such sublease.  The acceptance of rental by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision  hereof.  Consent to one  assignment  or  subletting  shall not be
deemed  consent to any  subsequent  assignment  or  subletting.  In the event of
default by any assignee of Tenant or any successor of Tenant in the  performance
of any of the terms hereof, Landlord may proceed directly against Tenant without
the necessity of exhausting remedies against such assignee or successor.

         (j)  Anything  in  this  Article  12 to  the  contrary  notwithstanding
(including,  without  limitation,  any  provisions  herein  regarding  permitted
assignments  or subleases) no  assignment or sublease  shall be permitted  under
this  Lease if,  at the time  Tenant  seeks  approval  therefor,  or at any time
thereafter  until such  assignment  or sublease  becomes  effective and shall be
implemented,  Tenant is in  default of any of its  obligations  under this Lease
beyond the expiration of applicable notice and grace periods provided for herein
for the cure thereof.

     13. LANDLORD'S RIGHT OF ENTRY.  Landlord and persons authorized by Landlord
may enter the  Premises  at all  reasonable  times upon  twenty-four  (24) hours
notice  (except in the case of an  emergency  in which  case no prior  notice is
necessary)  for the purpose of  inspections,  repairs,  alterations to adjoining
space,  appraisals,  or other  reasonable  purposes;  including  enforcement  of
Landlord's  rights under this Lease.  Landlord shall not enter Tenant's computer
room unless in the case of an emergency.  Should Landlord need to gain access to
the computer room in an emergency  situation,  Landlord shall reasonably  notify
Tenant in advance.  Should Landlord be unable to provide advance notice of entry
to these areas,  Landlord shall provide prompt notice  following  entry into the
computer room identifying the reason for entry. Landlord shall not be liable for
inconvenience to or disturbance of Tenant by reason of any such entry; provided,
however,  that in the case of  repairs or work,  such  shall be done,  so far as
practicable,  so as to  not  unreasonably  interfere  with  Tenant's  use of the
Premises. Provided, however, that such efforts shall not require Landlord to use
overtime labor unless Tenant shall pay for the increased costs to be incurred by
Landlord for such  overtime  labor.  Landlord also shall have the right to enter
the Premises at all  reasonable  times after giving prior oral notice to Tenant,
to exhibit the Premises to any prospective purchaser, or mortgagee at all times,
and to a prospective tenant only during the last twelve (12) months of the Term.
Landlord  shall not erect any "for rent"  signs for the  Premises  earlier  than
twelve (12) months prior to the expiration of the Term.

     14. REPAIRS AND MAINTENANCE.

         (a) (i) Except as specifically  otherwise provided in subparagraphs (b)
and (c) of this Article, Tenant, at its sole cost and expense and throughout the
Term of this  Lease,  shall keep and  maintain  the  Premises  in good order and
condition, free of accumulation of dirt and rubbish, and shall promptly make all
non-structural  repairs  necessary  to keep and  maintain  such  good  order and
condition. Tenant shall also be responsible for regularly-scheduled cleaning and
maintenance of the interior of the Premises. Tenant shall clean and maintain the
interior of the Premises in a manner and with frequency  acceptable to Landlord,
in Landlord's reasonable  discretion.  Tenant shall have the option of replacing
lights, ballasts,  tubes, ceiling tiles, outlets and similar equipment itself or
it shall have the ability to advise Landlord of Tenant's desire to have Landlord
make such repairs.  If requested by Tenant,  Landlord shall make such repairs to
the  Premises  within a  reasonable  time of notice to Landlord and shall charge
Tenant  for  such  services  at  Landlord's  standard  rate  (such  rate  to  be
competitive  with the market rate for such  services).  Tenant  shall not use or
permit the use of any portion of the Premises for outdoor storage.  When used in
this Article 14, the term "repairs" shall include replacements and renewals when
necessary.  All repairs made by Tenant shall  utilize  materials  and  equipment
which are at least equal in quality and usefulness to those  originally  used in
constructing the Building and the Premises.

              (ii)(A) Tenant shall maintain and repair,  throughout the term and
any Renewal  Term  hereof,  the HVAC Units  servicing  the Premises as shown and
designated on Exhibit "E" annexed  hereto and made a part hereof (the  "Premises
HVAC  Units").  Tenant  shall,  at its own  cost  and  expense,  obtain  service
contracts for the Premises  HVAC Units,  which  contracts  shall provide for the
routine  inspection,  maintenance  and repair of the Premises HVAC Units and for
the scheduled  replacement of consumable parts of the Premises HVAC Units,  such
as filters,  hoses, recharges and belts. Such contracts shall also be subject to
the  approval of Landlord,  such  approval  not to be  unreasonably  withheld or
unduly  delayed.  Landlord  shall  have  the  right  to  require  that  Tenant's
contractor  perform periodic services with respect to the Premises HVAC Units in
accordance with Landlord's HVAC service specifications annexed hereto as Exhibit
"F".  Landlord  shall also have the right to require that Tenant use  Landlord's
contractors to perform such  services,  provided the rates charged by Landlord's
contractors for such services are competitive  with the rates then being charged
by other HVAC service contractors in Nassau and Suffolk County.

                   (B)  Tenant  shall  also be  responsible  for all  costs  and
expenses  (capital and otherwise)  relating to the repair and/or  replacement of
all of the  Premises  HVAC  Units  for a period  of  three  (3)  years  from the
Commencement  Date. In the event Tenant  replaces any of the Premises HVAC Units
and/or its major  components,  as described  below,  during said first three (3)
year period,  it is agreed that Landlord shall,  subsequent to such replacement,
solely assume the future  obligations  for the replacement of such Premises HVAC
Unit and/or its major  components  (provided that Tenant shall otherwise  remain
responsible  for the  routine  inspection,  maintenance  and  repair  of same as
provided  above) and same shall not be included in Tenant's  HVAC Cost Share (as
hereinafter  defined).  At the expiration of said three (3) year period,  Tenant
shall be responsible for the sum of (i) the first $350/ton (such tonage for each
Premises  HVAC Unit is as  indicated on Exhibit "E") of the cost of each capital
repair  and/or  replacement  of an entire  Premises  HVAC Unit  and/or its major
components such as compressors,  bearings,  motors, heat exchangers,  condensors
and evaporator coils (in each case, a "Replaced  Component or Unit"),  plus (ii)
Tenant's  HVAC Cost Share (as  hereinafter  defined)  of the costs of  repairing
and/or replacing each such Replaced Component or Unit which exceed said $350/ton
amount. For purposes of this  subparagraph,  the term "Tenant's HVAC Cost Share"
shall be determined using the following formula: the numerator shall be equal to
the number of months  remaining  in the term or any  Renewal  Term at the time a
Replaced  Component or Unit is so repaired or replaced and the denominator shall
be one hundred and twenty (120) months.  It is further agreed that, in the event
Tenant exercises its option(s) to extend the term of this Lease under Article 36
below  subsequent  to a  determination  of  Tenant's  HVAC Cost Share under this
subparagraph,  Tenant's HVAC Cost Share shall be recalculated  using the formula
set forth  above,  except  that the  numerator  component  shall be  modified to
reflect the number of months of the applicable  Renewal Term. By way of example,
if at the end of the eighth  year of the  initial  term,  a  Premises  HVAC Unit
requires  replacement  (and assuming that the first  $350/ton for the particular
Premises  HVAC  Unit is  equal to  $5,000.00,  but the  cost of  replacing  such
Premises HVAC Unit exceeds  $5,000),  Tenant shall pay for $5,000.00 plus 24/120
or 2/10ths of the  remaining  cost of same in excess of  $5,000.00  and Landlord
shall be responsible for the remaining  8/10ths of the cost of same in excess of
$5,000.00. In the event Tenant subsequently exercises its option(s) to renew the
term under  Article 36 of this Lease,  Tenant shall also be  responsible  for an
additional  5/10ths  of the  remaining  cost of same in excess of $5,000 for the
first  Renewal  Term and  additional  3/10ths of the  remaining  cost of same in
excess of $5,000 for the second  Renewal Term, if  applicable.  Any amounts that
are due from Tenant  hereunder  shall be paid by Tenant  upon the repair  and/or
replacement  of each Replaced  Component or Unit, as the case may be, and at the
commencement of each Renewal Term, if applicable.

         (b) Landlord,  throughout the Term of this Lease and at Landlord's sole
cost and  expense,  shall make all  necessary  repairs and  replacements  to the
footings and foundations and the structural  steel columns and girders forming a
part of the Premises.

         (c)  Landlord,  throughout  the  Term of this  Lease,  shall  make  all
necessary  repairs and  replacements to the Building outside of the Premises and
the common areas,  including the roof, walls,  exterior portions of the Premises
and the Building,  utility lines,  equipment and other utility facilities in the
Building,  which  serve  more  than  one  tenant  of  the  Building,  and to any
driveways,  sidewalks,  curbs, loading,  parking and landscaped areas, and other
exterior improvements for the Building;  provided,  however, that Landlord shall
have no  responsibility  to make any repairs unless and until Landlord  receives
written notice of the need for such repair.  Tenant shall pay Tenant's Allocated
Share of the cost of all repairs to be  performed  by Landlord  pursuant to this
Paragraph 14(c) as Additional  Rent as provided,  and as limited by with respect
to specific capital items, in Article 6(m) hereof. It is specifically understood
and agreed that Landlord shall have an easement for full and unrestricted access
to and to use, maintain and repair all lines,  equipment and other facilities in
the telephone room located in the Premises.

         (d) Landlord  shall keep and maintain all common areas  appurtenant  to
the Building and any sidewalks,  parking areas,  curbs and access ways adjoining
the Property in a clean and orderly  condition,  free of  accumulation  of dirt,
rubbish,  snow and ice, and shall keep and maintain  all  landscaped  areas in a
neat and orderly  condition.  Tenant shall pay Tenant's  Allocated  Share of the
cost of all work to be performed by Landlord  pursuant to this  Paragraph (d) as
Additional Rent as provided in Article 6 hereof.

         (e)  Notwithstanding  anything  herein to the  contrary  (but  subject,
nevertheless,  to the  provisions  of  Article  15(c)  hereof),  repairs  to the
Premises, Building or Project and its appurtenant common areas made necessary by
a  negligent  or  willful  act or  omission  of Tenant or any  employee,  agent,
contractor,  or invitee of Tenant  shall be made at the sole cost and expense of
Tenant.

     15. INSURANCE; SUBROGATION RIGHTS.

         (a) Tenant  shall obtain and keep in force at all times during the term
hereof, at its own expense,  comprehensive general liability insurance including
contractual  liability and personal injury  liability and all similar  coverage,
with combined single limits of  $3,000,000.00  on account of bodily injury to or
death of one or more  persons as the result of any one  accident or disaster and
on account of damage to property,  or in such other amounts as Landlord may from
time to time  require.  The policy  limits set forth  herein shall be subject to
periodic review, and Landlord reserves the right to require that Tenant increase
the liability  coverage  limits if, in the reasonable  opinion of Landlord,  the
coverage becomes  inadequate and is less than commonly  maintained by tenants of
similar buildings in the area making similar uses.

         (b) Intentionally Deleted.

         (c)  All  insurance   required   hereunder  shall  not  be  subject  to
cancellation without at least thirty (30) days prior notice to all insureds, and
shall name Landlord,  Brandywine  Realty Trust,  Landlord's  Agent and Tenant as
insureds,  as their  interests  may appear,  and, if requested by Landlord,  any
liability  policy  held  by  Tenant  for  the  Premises  shall  also  name as an
additional  insured as their interests may appear any mortgagee or holder of any
mortgage  which may be or become a lien upon any part of the Premises.  Prior to
the commencement of the Term,  Tenant shall provide  Landlord with  certificates
and copies of the policy or  policies  of  insurance  above  referred  to,  with
evidence that the  coverages  required have been obtained and that premiums have
been paid in full for the policy periods.  Tenant shall also furnish to Landlord
throughout  the term  hereof  replacement  certificates  or  copies  of  renewal
polices,  together with evidence of like paid premiums at least thirty (30) days
prior to the expiration  dates of the then current  policy or policies.  All the
insurance  required  under this  Lease  shall be issued by  insurance  companies
authorized to do business in the State of New York with a financial rating of at
least an A-X as rated in the most recent edition of Best's Insurance Reports and
in business for the past five years.  Except as otherwise  provided herein,  the
limit of any such insurance  shall not limit the liability of Tenant  hereunder.
If Tenant fails to procure and maintain such insurance,  Landlord may, but shall
not be required to,  procure and maintain  the same,  at Tenant's  expense to be
reimbursed by Tenant as Additional  Rent within ten (10) days of written demand.
Any deductible under such insurance policy or self-insured  retention under such
insurance  policy  in excess  of Ten  Thousand  ($10,000)  must be  approved  by
Landlord  in  writing  prior  to  issuance  of such  policy.  Tenant  shall  not
self-insure  without  Landlord's  prior written  consent.  The policy limits set
forth herein  shall be subject to periodic  review,  and  Landlord  reserves the
right to require that Tenant  increase the liability  coverage limits if, in the
reasonable opinion of Landlord, the coverage becomes inadequate and is less than
commonly  maintained by tenants of similar  buildings in the area making similar
uses.

         (d) Landlord shall obtain and maintain the following  insurance  during
the Term of this Lease: (i) replacement cost insurance including all risk perils
on the  Building and on the  Project,  (ii)  builder's  risk  insurance  for the
Landlord  Work  to  be  constructed  by  Landlord  in  the  Project,  and  (iii)
comprehensive  liability insurance (including bodily injury and property damage)
covering Landlord's  operations at the Project in amounts reasonably required by
the Landlord's lender or Landlord.

         (e) Each party hereto, and anyone claiming through or under them by way
of  subrogation,  waives and  releases any cause of action it might have against
the other party and  Brandywine  Realty  Trust and their  respective  employees,
officers,  members,  partners,  trustees  and agents,  on account of any loss or
damage  that is  insured  against  under any  insurance  policy  required  to be
obtained hereunder that covers the Project, Building or Premises,  Landlord's or
Tenant's  fixtures,  personal property,  leasehold  improvements or business and
which names Landlord and Brandywine  Realty Trust or Tenant, as the case may be,
as an additional insured as their interest may appear.  Each party hereto agrees
that it will cause its  insurance  carrier to endorse  all  applicable  policies
waiving the carrier's right of recovery under  subrogation or otherwise  against
the other party.  Each party shall look solely to the proceeds of such  policies
for  compensation  for loss,  to the extent  such  proceeds  are paid under such
policies.

     16. INDEMNIFICATION.  (a) Tenant shall defend,  indemnify and hold harmless
Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and their
respective employees and agents from and against any and all third-party claims,
actions,  damages,  liability and expense (including reasonable attorney's fees,
and expenses  incurred in defense of any such claim or any action or  proceeding
brought  thereon) arising from (i) Tenant's  improper use of the Premises,  (ii)
the improper conduct of Tenant's  business,  (iii) any activity,  work or things
done,  permitted  or  suffered by Tenant in or about the  Premises or  elsewhere
contrary  to the  requirements  of the Lease,  (iv) any breach or default in the
performance of any  obligation of Tenant's part to be performed  under the terms
of this  Lease,  and (v) any  negligence  or  willful  act of  Tenant  or any of
Tenant's agents,  contractors or employees  and/or  negligence or other tortious
acts of third-parties, and in case Landlord, Brandywine Realty Services Corp. or
Brandywine Realty Trust shall be made a party to any litigation  commenced by or
against Tenant, its agents, subtenants, licensees, concessionaires, contractors,
customers or employees,  then Tenant shall  defend,  indemnify and hold harmless
Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and shall
pay all costs,  expenses  and  reasonable  attorney's  fees  incurred or paid by
Landlord,  Brandywine  Realty  Services  Corp.  and  Brandywine  Realty Trust in
connection with such litigation,  after notice to Tenant and Tenant's refusal to
defend such  litigation,  and upon notice from Landlord shall defend the same at
Tenant's  expense by counsel  satisfactory  to Landlord.  Tenant  shall  further
indemnify and hold harmless  Landlord,  Brandywine  Realty  Services  Corp.  and
Brandywine  Realty  Trust  from  and  against  any and all  third-party  claims,
actions,  damages,   liability  and  expense  (including,   without  limitation,
reasonable  attorney's  fees and  disbursements)  which may be  imposed  upon or
incurred by or asserted against Landlord by reason of (a) loss of life, personal
injury and/or damage to property  occurring in or about,  or arising out of, the
Premises,  adjacent  sidewalks  and loading  platforms or areas and common areas
appurtenant  to the  Building  occasioned  by reason of any act or  omission  of
Tenant,  its  agents,  subtenants,  licensees,   concessionaires,   contractors,
customers,  employees  and/or  third  parties and (b) any failure on the part of
Tenant to keep,  observe and perform  any of the terms,  covenants,  agreements,
conditions,  limitations  or Rules and  Regulations  contained  in this Lease on
Tenant's part to be kept, observed and performed.

         (b) Landlord shall defend,  indemnify and hold harmless  Tenant and its
employees and agents from and against any and all third-party  claims,  actions,
damages,  liability  and expense  (including  reasonable  attorney's  fees,  and
expenses  incurred  in defense  of any such  claim or any  action or  proceeding
brought  thereon)  arising from (i) any breach or default in the  performance of
any obligation of Landlord's part to be performed under the terms of this Lease,
and (ii) any negligence or willful act of Landlord or any of Landlord's  agents,
contractors  and/or  employees  and in case Tenant  shall be made a party to any
litigation  commenced  by or  against  Landlord,  then  Landlord  shall  defend,
indemnify  and hold  harmless  Tenant  and shall  pay all  costs,  expenses  and
reasonable  attorney's  fees incurred or paid by Tenant in connection  with such
litigation,  after  notice to  Landlord  and  Landlord's  refusal to defend such
litigation,  and upon  notice from Tenant  shall  defend the same at  Landlord's
expense by counsel satisfactory to Landlord.

     17. QUIET  ENJOYMENT.  Provided  Tenant has  performed all of the terms and
conditions  of this Lease,  including  the payment of Fixed Rent and  Additional
Rent,  to be performed by Tenant,  Tenant shall  peaceably  and quietly hold and
enjoy the Premises for the Term,  without  hindrance  from  Landlord,  or anyone
claiming  by  through  or under  Landlord  under  and  subject  to the terms and
conditions of this lease and of any mortgages now or hereafter  affecting all of
or any portion of the Premises.

     18. FIRE DAMAGE.

         (a) Except as provided below, in case of damage to the Premises by fire
or other insured  casualty,  Landlord shall repair the damage.  Such repair work
shall be commenced  promptly  following  notice of the damage and completed with
due  diligence,  taking into account the time  required for Landlord to effect a
settlement  with and procure  insurance  proceeds  from the insurer,  except for
delays due to governmental regulation,  scarcity of or inability to obtain labor
or  materials,  intervening  acts  of  God or  other  causes  beyond  Landlord's
reasonable control.

         (b) Notwithstanding the foregoing,  if (i) the damage is of a nature or
extent that, in Landlord's  reasonable  judgment (to be  communicated  to Tenant
within  sixty  (60)  days  from  the  date  of the  casualty),  the  repair  and
restoration  work would require more than one hundred  eighty (180)  consecutive
days to complete after the casualty and,  assuming normal work crews not engaged
in overtime,  or (ii) if more than thirty (30%) percent of the total area of the
Building is extensively damaged, Landlord shall have the right to terminate this
Lease and all the  unaccrued  obligations  of the  parties  hereto,  by  sending
written notice of such termination to the other within ten (10) days of Tenant's
receipt of the notice from Landlord described above. Such notice is to specify a
termination  date no  less  than  fifteen  (15)  days  after  its  transmission;
provided,  however, that in addition to the foregoing, in the event Tenant shall
have also  vacated  the  Premises  because  the  nature or extent of the  damage
rendered the Premises untenantable,  Tenant may by notice in writing to Landlord
within five (5) days of receipt of Landlord's  written  notice elect to make the
termination  of the  Lease  retroactive  to the  date  of such  vacation  of the
Premises by Tenant.  Should fire damage  occur to the  Premises  within the last
year of the Term of this Lease or should Landlord (in its reasonable  judgement)
estimate the repair and restoration work would require more than two hundred ten
(210) days to complete  after the  casualty,  Tenant,  at its sole  option,  may
cancel the  remaining  Term of the Lease with no further  liability.  Should the
fire damage  occur  prior to the last year of the Lease  Term,  the Term of this
Lease shall be suspended  during the  restoration  period  following the fire so
that Tenant shall have the right to occupy the Premises for the full term of one
hundred twenty (120) months, in the aggregate.

         (c) If the insurance  proceeds  received by Landlord as dictated by the
terms and conditions of any financing then existing on the Building,  (excluding
any rent  insurance  proceeds)  would not be sufficient to pay for repairing the
damage or are required to be applied on account of any mortgage which  encumbers
any part of the Premises or Building, or if the nature of loss is not covered by
Landlord's fire insurance coverage,  Landlord may elect either to (i) repair the
damage as above provided  notwithstanding such fact or (ii) terminate this Lease
by giving  Tenant notice of  Landlord's  election  within thirty (30) days after
Landlord's knowledge of the damage and of the unavailability or insufficiency of
insurance proceeds. If the election is to terminate,  Landlord shall give Tenant
at least fifteen (15) days prior notice specifying the termination date.

         (d) In the event Landlord has not completed restoration of the Premises
within one hundred eighty (180) days from the date of casualty (subject to delay
due to weather  conditions,  shortages of labor or  materials  or other  reasons
beyond Landlord's control which delay in any event will not exceed an additional
thirty (30) business days), Tenant may terminate this Lease by written notice to
Landlord  within thirty (30) business days  following the expiration of such one
hundred  eighty  (180) day period (as  extended  for reasons  beyond  Landlord's
control as provided  above)  unless,  within thirty (30) business days following
receipt of such notice,  Landlord has  substantially  completed such restoration
and delivered the Premises to Tenant for occupancy.

         (e) In the event of damage or  destruction  to the Premises or any part
thereof,  Tenant's  obligation  to pay Fixed Rent and  Additional  Rent shall be
equitably  adjusted  or abated,  as provided  below . If fire or other  casualty
damages, destroys or renders the Premises, or any portion thereof,  untenantable
or deprives Tenant of access to the Premises,  or any portion thereof,  then the
Rent  attributable to the Premises or such portion shall be equitably abated for
the period  beginning on the date of the damage or destruction and ending on the
date that Landlord's restoration of the Building has been sufficiently completed
so that  Tenant can  reasonably  access  and use the  Premises  for its  regular
business operations.  Landlord's  restoration work shall be of substantially the
same character and at least of  substantially  the same quality as existed prior
to the occurrence of the fire or other casualty.

     19. SUBORDINATION; RIGHTS OF MORTGAGEE.

         (a) Subject to the provisions of subparagraph (c) of this Paragraph 19,
this Lease  shall be  subject  and  subordinate  at all times to the lien of any
mortgages now or hereafter placed upon the Premises, Building and/or Project and
land of which they are a part without the necessity of any further instrument or
act on the part of Tenant  to  effectuate  such  subordination.  Tenant  further
agrees to execute and deliver upon demand such further instrument or instruments
evidencing such subordination of this Lease to the lien of any such mortgage and
such further  instrument or instruments of attornment as shall be desired by any
mortgagee or proposed  mortgagee  or by any other  person.  Notwithstanding  the
foregoing, any mortgagee may at any time subordinate its mortgage to this Lease,
without  Tenant's  consent,  by notice in writing to Tenant,  and thereupon this
Lease shall be deemed prior to such mortgage  without regard to their respective
dates of execution and delivery and in that event such mortgagee  shall have the
same rights with respect to this Lease as though it had been  executed  prior to
the execution and delivery of the mortgage.

         (b) In the event  Landlord  shall be or is  alleged to be in default of
any of its obligations  owing to Tenant under this Lease,  Tenant agrees to give
to the holder of any mortgage  (collectively  the  "Mortgagee") now or hereafter
placed upon the Premises,  Building and/or Project, notice by registered mail of
any such default  which Tenant shall have served upon  Landlord,  provided  that
prior  thereto  Tenant  has  been  notified  in  writing  (by way of  Notice  of
Assignment of Rents and/or Leases or otherwise in writing to Tenant) of the name
and  addresses of any such  Mortgagee.  Tenant shall not be entitled to exercise
any right or remedy as there may be because of any default by  Landlord  without
having given such notice to the  Mortgagee;  and Tenant  further  agrees that if
Landlord shall fail to cure such default the Mortgagee shall have any additional
time periods  (measured  from the later of the date on which the default  should
have been cured by  Landlord  or the  Mortgagee's  receipt of such  notice  from
Tenant),  within which to cure such  default,  provided  that if such default be
such that the same  could not be cured  within  such  period  and  Mortgagee  is
diligently pursuing the remedies necessary to effectuate the cure (including but
not limited to  foreclosure  proceedings  if necessary to effectuate  the cure);
then  Tenant  shall not  exercise  any  right or remedy as there may be  arising
because of Landlord's default, including but not limited to, termination of this
Lease as may be expressly provided for herein or available to Tenant as a matter
of law, if the Mortgagee  either has cured the default within such time periods,
or as the case may be, has  initiated the cure of same within such period and is
diligently pursuing the cure of same as aforesaid.

         (c) Landlord shall use reasonable  efforts to deliver a  subordination,
attornment and nondisturbance agreement  ("Nondisturbance  Agreement") from each
future Landlord's Mortgagee, on each such mortgagee's standard form, which shall
provide,  inter alia,  that the  leasehold  estate  granted to Tenant under this
Lease will not be  terminated or disturbed by reason of the  foreclosure  of the
mortgage held by Landlord's Mortgagee, so long as Tenant shall not be in default
under this Lease beyond the  expiration of  applicable  notice and grace periods
provided  for herein for the cure  thereof and shall pay all sums due under this
Lease and in the event a future Mortgagee or its respective successor or assigns
shall enter into and lawfully become  possessed of the Premises  covered by this
Lease and shall succeed to the rights of Landlord hereunder,  Tenant will attorn
to the successor as its landlord  under this Lease and, upon the request of such
successor landlord,  Tenant will execute and deliver an attornment  agreement in
favor  of the  successor  landlord.  In the  event a future  Mortgagee  shall be
unwilling  to enter into a  Nondisturbance  Agreement as  aforesaid,  this Lease
shall remain in full force and effect and the obligations of Tenant shall not in
any manner be affected except that,  anything to the contrary  contained in this
Lease  notwithstanding,  this Lease shall not be subject and subordinate to such
future Mortgage.

     20. CONDEMNATION.

         (a) If more than twenty (20%) percent of the floor area of the Premises
is  taken  or  condemned  for a public  or  quasi-public  use (a sale in lieu of
condemnation to be deemed a taking or condemnation  for purposes of this Lease),
this Lease shall,  at either party's  option,  terminate as of the date title to
the  condemned  real  estate  vests in the  condemnor,  and the  Fixed  Rent and
Additional  Rent herein reserved shall be apportioned and paid in full by Tenant
to Landlord to that date and all rent prepaid for period  beyond that date shall
forthwith  be repaid by Landlord to Tenant and  neither  party shall  thereafter
have any liability hereunder.

         (b) If less than twenty (20%) percent of the floor area of the Premises
is taken or if neither  Landlord nor Tenant have elected to terminate this Lease
pursuant  to the  preceding  sentence,  Landlord  shall  do such  work as may be
reasonably  necessary  to  restore  the  portion  of the  Premises  not taken to
tenantable condition for Tenant's uses, but shall not be required to expend more
than the net award Landlord  reasonably  expects to be available for restoration
of  the  Premises.  If  Landlord  determines  that  the  damages  available  for
restoration  of the Building  and/or  Project will not be  sufficient to pay the
cost of  restoration,  or if the  condemnation  damage  award is  required to be
applied on account of any mortgage  which  encumbers  any part of the  Premises,
Building  and/or  Project,  Landlord may  terminate  this Lease by giving Tenant
thirty (30) days prior notice specifying the termination date.

         (c)  If  this  Lease  is  not  terminated  after  any  such  taking  or
condemnation,  the Fixed Rent and the Additional Rent shall be equitably reduced
in proportion  to the area of the Premises  which has been taken for the balance
of the Term.

         (d) If a part or all of the Premises  shall be taken or condemned,  all
compensation  awarded upon such  condemnation or taking shall go to Landlord and
Tenant shall have no claim thereto other than Tenant's  damages  associated with
moving, storage and relocation; and Tenant hereby expressly waives, relinquishes
and  releases to Landlord any claim for damages or other  compensation  to which
Tenant might  otherwise be entitled  because of any such taking or limitation of
the leasehold  estate hereby created,  and irrevocably  assigns and transfers to
Landlord  any  right to  compensation  of all or a part of the  Premises  or the
leasehold  estate.  Notwithstanding  anything to the contrary  contained herein,
nothing  shall  preclude  Tenant  from  intervening  in  any  such  condemnation
proceeding to claim or receive from the  condemning  authority any  compensation
which Tenant may otherwise lawfully be entitled in such case for the expenses of
moving  to a new  location,  reimbursement  for the loss of  Tenant's  property,
including the initial  improvements by Tenant,  and trade  fixtures,  or for any
other benefits available to Tenant in such circumstances (provided same does not
reduce the amount of Landlord's award hereunder).

     21.  ESTOPPEL  CERTIFICATE.  Each party agrees at any time and from time to
time, within ten (10) days after the other party's written request,  to execute,
acknowledge  and deliver to the other party a written  instrument  in recordable
form  certifying  that this Lease is unmodified and in full force and effect (or
if there  have  been  modifications,  that it is in full  force  and  effect  as
modified and stating the modifications), and the dates to which Rent, Additional
Rent, and other charges have been paid in advance,  if any, and stating  whether
or not  to the  best  knowledge  of the  party  signing  such  certificate,  the
requesting party is in default in the performance of any covenant,  agreement or
condition  contained in this Lease and, if so,  specifying  each such default of
which the signer may have knowledge.  It is intended that any such certification
and  statement  delivered  pursuant  to this  Article  may be relied upon by any
prospective purchaser of the Project or any mortgagee thereof or any assignee of
Landlord's  interest  in  this  Lease  or of any  mortgage  upon  the fee of the
Premises or any part thereof.

     22. DEFAULT.

         If:

         (i) Tenant fails to pay any  installment of Fixed Rent or any amount of
Additional  Rent within three (3) days after  written  notice from Landlord that
the same  remains  unpaid  (provided  Landlord  shall only be  obligated to give
Tenant such notice once per lease year).

         (ii)  Tenant  "vacates"  the  Premises  (other  than  in the  case of a
permitted  subletting or assignment)  or permits the same to be  unoccupied,  in
either case, prior to the fourth year of the term hereof,

         (iii)  Tenant  fails  to  observe  or  perform  any of  Tenant's  other
agreements or obligations herein contained within thirty (30) days after written
notice specifying the default,  or the expiration of such additional time period
as is reasonably  necessary to cure such default,  provided  Tenant  immediately
commences  and  thereafter  proceeds with all due diligence and in good faith to
cure such default,

         (iv) Tenant makes any assignment for the benefit of creditors,

         (v) Tenant  commits an act of  federal or state  bankruptcy  or files a
petition or commences any proceeding under any bankruptcy or insolvency law,

         (vi) a petition is filed or any proceeding is commenced  against Tenant
under any federal or state  bankruptcy  or  insolvency  law and such petition or
proceeding is not dismissed within thirty (30) days,

         (vii) Tenant is adjudicated a bankrupt,

         (viii)  Tenant by any act  indicates  its  consent  to,  approval of or
acquiescence in, or a court approves,  a petition filed or proceeding  commenced
against Tenant under any federal or state bankruptcy or insolvency law,

         (ix) a receiver  or other  official  is  appointed  for Tenant or for a
substantial part of Tenant's assets or for Tenant's interests in this Lease,

         (x) any attachment or execution  against a substantial part of Tenant's
assets or of Tenant's  interests in this Lease remains  unstayed or  undismissed
for a period of more than ten (10) days, or

         (xi) a substantial  part of Tenant's assets or of Tenant's  interest in
this Lease is taken by legal process in any action against  Tenant,then,  in any
such event,  an Event of Default shall be deemed to exist and Tenant shall be in
default hereunder.

     A. If an Event of Default shall occur, the following provisions shall apply
and Landlord shall have, in addition to all other rights and remedies  available
at law or in equity, the rights and remedies set forth therein, which rights and
remedies may be exercised  upon or at any time  following  the  occurrence of an
Event of Default  unless,  prior to such  exercise,  the Event(s) of Default has
been cured by Tenant in all respects,  then,  upon the  occurrence,  at any time
prior to or during  the  Term,  of any one or more of such  Events  of  Default,
Landlord,  at any time thereafter,  at Landlord's  option,  may give to Tenant a
five (5) days' notice of termination of this Lease and, in the event such notice
is given,  this  Lease and the Term  shall  come to an end and  expire  upon the
expiration  of said  five  (5)  days  with  the  same  effect  as if the date of
expiration  of said five (5) days were the  expiration  date,  but Tenant  shall
remain liable for damages as provided in Article 24.

         (i) Interest on Damage Amounts.  Any sums payable by Tenant  hereunder,
which are not paid after the same shall be due,  shall bear  interest  from that
day until  paid at the rate of four (4%)  percent  over the then  Prime  Rate as
published  daily under the  heading  "Money  Rates" in The Wall Street  Journal,
unless  such rate be  usurious  as applied to Tenant,  in which case the highest
permitted legal rate shall apply (the "Default Rate").

         (ii)  Statutory  Rights.  Landlord and Tenant shall have all rights and
remedies  now or  hereafter  existing  at law or in equity  with  respect to the
enforcement  of either  party's  obligations  hereunder  and the recovery of the
Premises.  No right or remedy herein  conferred upon or reserved to Landlord and
Tenant shall be exclusive of any other right or remedy,  but shall be cumulative
and in addition  to all other  rights and  remedies  given  hereunder  or now or
hereafter  existing at law.  Landlord and Tenant shall be entitled to injunctive
relief in case of the violation,  or attempted or threatened  violation,  of any
covenant,  agreement,  condition  or  provision  of this  Lease,  or to a decree
compelling  performance  of any covenant,  agreement,  condition or provision of
this Lease.

         (iii)  Remedies Not Limited.  Nothing herein  contained  shall limit or
prejudice  the right of  Landlord  or Tenant to  exercise  any or all rights and
remedies  available  to  Landlord or Tenant by reason of default or to prove for
and obtain in  proceedings  under any  bankruptcy or insolvency  laws, an amount
equal  to the  maximum  allowed  by any law in  effect  at the  time  when,  and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be  greater,  equal to, or less than the amount of the loss or damage
referred to above.

         (iv) No Waiver by  Landlord.  No delay or  forbearance  by  Landlord in
exercising  any  right  or  remedy  hereunder,   or  Landlord's  undertaking  or
performing any act or matter which is not expressly required to be undertaken by
Landlord shall be construed,  respectively,  to be a waiver of Landlord's rights
or to  represent  any  agreement by Landlord to undertake or perform such act or
matter thereafter. Waiver by Landlord of any breach by Tenant of any covenant or
condition herein contained (which waiver shall be effective only if so expressed
in writing by  Landlord)  or failure by Landlord to exercise any right or remedy
in respect of any such breach shall not  constitute  a waiver or  relinquishment
for the future of Landlord's  right to have any such covenant or condition  duly
performed or observed by Tenant,  or of Landlord's rights arising because of any
subsequent  breach of any such covenant or condition nor bar any right or remedy
of  Landlord  in respect of such  breach or any  subsequent  breach.  Landlord's
receipt and  acceptance  of any payment  from  Tenant  which is tendered  not in
conformity  with the  provisions  of this Lease or following an Event of Default
(regardless of any  endorsement or notation on any check or any statement in any
letter accompanying any payment) shall not operate as an accord and satisfaction
or a waiver of the right of  Landlord  to  recover  any  payments  then owing by
Tenant which are not paid in full,  or act as a bar to the  termination  of this
Lease and the recovery of the Premises because of Tenant's previous default.

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

         (v) No  Waiver  by  Tenant.  No  delay  or  forbearance  by  Tenant  in
exercising any right or remedy hereunder,  or Tenant's undertaking or performing
any act or matter which is not  expressly  required to be  undertaken  by Tenant
shall be  construed,  respectively,  to be a waiver  of  Tenant's  rights  or to
represent  any  agreement by Tenant to undertake or perform such other or matter
thereafter.  Waiver by  Tenant of any  breach by  Landlord  of any  covenant  or
condition  herein contained or failure by Tenant to exercise any right or remedy
in respect of any such breach shall not  constitute  a waiver or  relinquishment
for the future of Tenant's  right to have any such  covenant or  condition  duly
performed  or observed by Landlord  or Tenant's  rights  arising  because of any
subsequent  breach of any such covenant or condition nor bar any right or remedy
of Tenant in respect of such breach or any subsequent breach.

     B. If,  at any  time  (i)  Tenant  shall  be  comprised  of two (2) or more
persons,  or  (ii)  Tenant's  obligations  under  this  Lease  shall  have  been
guaranteed by any person other than Tenant,  or (iii) Tenant's  interest in this
Lease shall have been assigned,  the word "Tenant",  as used in subsection (iii)
and (iv) of Section  22,  shall be deemed to mean any one or more of the persons
primarily or secondarily  liable for Tenant's  obligations under this Lease. Any
monies  received by Landlord  from or on behalf of Tenant during the pendency of
any proceeding of the types referred to in said subsections (iii) and (iv) shall
be deemed paid as  compensation  for the use and  occupation of the Premises and
the  acceptance  of  such  compensation  by  Landlord  shall  not be  deemed  an
acceptance of Fixed Rent or a waiver on the part of Landlord of any rights under
this Section 22.

     23. TERMINATION ON DEFAULT.

         (A) If Tenant shall default in the payment when due of any installation
of Fixed Rent or in the payment when due of any Additional Rent and such default
shall  continue for a period of five (5) days after notice by Landlord to Tenant
of such  default,  or if this Lease and the Term shall expire and come to an end
as provided in Article 22:

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

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

         (B)  Tenant,  on its own behalf and on behalf of all  persons  claiming
through or under Tenant, including all creditors,  does hereby waive any and all
rights which Tenant and all such person might  otherwise  have under any present
or future law to redeem the Premises,  or to re-enter or repossess the Premises,
or to restore  the  operation  of this Lease,  after (i) Tenant  shall have been
dispossessed  by a judgment  or by  warrant  of any court or judge,  or (ii) any
re-entry by Landlord,  or (iii) any  expiration or termination of this Lease and
the Term, whether such dispossession,  re-entry, expiration or termination shall
be by operation of law or pursuant to the provisions of this Lease. In the event
of a breach or threatened  breach by Tenant or any persons  claiming  through or
under Tenant, of any term,  covenant or condition of this Lease on Tenant's part
to be observed or performed, Landlord shall have the right to enjoin such breach
and the  right to  invoke  any other  remedy  allowed  by law or in equity as if
re-entry,  summary  proceeding  and other special  remedies were not provided in
this Lease for such breach.  The rights to invoke the remedies  hereinbefore set
forth are  cumulative  and shall not preclude  Landlord  from invoking any other
remedy allowed at law or in equity.

     24. DAMAGES.

         (A) If this  Lease  and the  Term  shall  expire  and come to an end as
provided in Article 22 or by or under any summary proceeding or any other action
or proceeding, or if Landlord shall re-enter the Premises as provided in Article
23 or by or under any summary  proceedings  or any other  action or  proceeding,
then, in any of said events:

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

             (ii) Tenant shall also be liable for and shall pay to Landlord,  as
damages, any deficiency (referred to as "Deficiency") between the Fixed Rent and
Additional Rent reserved in this Lease for the period which otherwise would have
constituted  the  unexpired  portion of the Term and the net amount,  if any, of
rents  collected  under any  reletting  effected  pursuant to the  provisions of
Section  23(A)  for any part of such  period  (first  deducting  from the  rents
collected under any such reletting all of Landlord's expenses in connection with
the termination of this Lease or Landlord's  re-entry upon the Premises and with
such reletting including,  but not limited to, all repossession costs, brokerage
commissions,  legal  expenses,  attorneys'  fees,  alteration  costs  and  other
expenses of  preparing  the Premises for such  reletting).  Any such  Deficiency
shall be paid in monthly  installments  by Tenant on the days  specified in this
Lease for payment of installments  of Fixed Rent.  Landlord shall be entitled to
recover from Tenant each monthly Deficiency as the same shall arise, and no suit
to collect the amount of the Deficiency for any month shall prejudice Landlord's
rights  to  collect  the  Deficiency  for  any  subsequent  month  by a  similar
proceeding; and

             (iii) At any time after the Term shall have  expired and come to an
end or Landlord  shall have  re-entered  upon the Premises,  as the case may be,
whether or not  Landlord  shall  have  collected  any  monthly  Deficiencies  as
aforesaid,  Landlord shall be entitled to recover from Tenant,  and Tenant shall
pay to Landlord,  on demand,  as and for liquidated and agreed final damages,  a
sum equal to the amount by which the Fixed Rent and Additional  Rent reserved in
this Lease for the period which otherwise  would have  constituted the unexpired
portion of the Term  exceeds the then fair and  reasonable  rental  value of the
Premises for the same period,  both  discounted  to present worth at the rate of
six (6%) percent per annum. If, before  presentation of proof of such liquidated
damages  to any  court,  commission,  or  tribunal,  the  Premises,  or any part
thereof,  shall have been relet by Landlord for the period which otherwise would
have  constituted  the unexpired  portion of the Term, or any part thereof,  the
amount of Fixed Rent reserved upon such reletting shall be deemed,  prima facie,
to be the fair and  reasonable  rental  value  for the part or the  whole of the
Premises so relet during the term of the reletting.

         (B) If the Premises, or any part thereof,  shall be relet together with
other space in the  Building,  the rents  collected  or reserved  under any such
reletting and the expenses of any such reletting shall be equitably  apportioned
for the purposes of this Article 24. Tenant shall in no event be entitled to any
rents collected or payable under any reletting,  whether or not such rents shall
exceed the rent reserved in this Lease. Solely for the purposes of this Article,
the term  "Fixed  Rent" as used in Section  24(A)  shall mean the rent in effect
immediately  prior to the date upon  which  this  Lease and the Term  shall have
expired  and  come to an end,  or the date of  re-entry  upon  the  Premises  by
Landlord,  as the case may be, plus any Additional Rent payable  pursuant to the
provisions of Article 6 for the year immediately  preceding such event.  Nothing
contained  in  Articles  22 and 23 of this  Lease  shall be  deemed  to limit or
preclude the recovery by Landlord from Tenant of the maximum  amount  allowed to
be  obtained as damages by any statute or rule of law, or of any sums or damages
to which  Landlord  may be  entitled  in  addition  to the  damages set forth in
Section 24(A).

     25. CURING DEFAULTS.

         (a)  If  Tenant  shall  default  in  the  performance  of  any  of  its
non-monetary  obligations hereunder,  Landlord without prejudice and in addition
to any other rights it may have at law or in equity, after giving Tenant written
notice of such default and after  failure by Tenant  within  thirty (30) days of
the  receipt of such notice to correct or to  undertake  and  diligently  pursue
correction  of said  default(s)  in which  event the thirty day period  shall be
extended for a reasonable  time (which notice and/or  opportunity  to cure shall
not be  required in case  Landlord  shall  determine  that an  emergency  exists
requiring  prompt action),  may cure such  defaults(s) on behalf of Tenant.  The
reasonable  time  granted  to Tenant  hereunder  shall  continue  as long as the
default  and/or  the delay in  curing  same has been  caused  by  causes  beyond
Tenant's  reasonable control,  and cannot,  with due diligence,  be cured within
such thirty (30) day period).  Tenant shall reimburse Landlord on demand for all
costs incurred by Landlord in that regard plus interest thereon from the date(s)
of  expenditure  at the  Default  Rate,  which shall be deemed  Additional  Rent
payable hereunder.

         (b)  If  Landlord  shall  default  in  the  performance  of  any of its
obligations  hereunder,  Tenant , after giving  Landlord  written notice of such
default and after failure by Landlord  within thirty (30) days of the receipt of
such notice to correct or to undertake and diligently  pursue correction of said
default(s),  in which  event the  thirty  day  period  shall be  extended  for a
reasonable time, may cure such defaults(s) on behalf of Landlord. The reasonable
time granted to Landlord  hereunder shall continue as long as the default and/or
the delay in curing same has been caused by causes beyond Landlord's  reasonable
control,  and cannot,  with due diligence,  be cured within such thirty (30) day
period).  Landlord  shall  reimburse  Tenant,  within thirty (30) days of demand
therefor, for all actual costs incurred by Tenant in that regard.

     26.  LANDLORD'S  REPRESENTATIONS  AND WARRANTIES.  Landlord  represents and
warrants to Tenant as follows:

         (a) Landlord is the fee owner of the Building and the Project; and

         (b) Landlord has the authority to enter into this Lease.

     27. SURRENDER.  Tenant shall, at the expiration of the Term,  promptly quit
and surrender  the Premises in good order and  condition and in conformity  with
the applicable provisions of this Lease, excepting only reasonable wear and tear
and damage by fire or other insured casualty. Tenant shall have no right to hold
over beyond the  expiration  of the Term and in the event  Tenant  shall fail to
deliver possession of the Premises as herein provided,  such occupancy shall not
be construed to effect or constitute other than a tenancy at sufferance.  During
any period of  occupancy  beyond the  expiration  of the Term the amount of rent
owed to Landlord by Tenant shall automatically  become one hundred fifty percent
(150%) of the sum of the Rent  during the last month of the Term or the  Renewal
Term,  as the case may be,  for the first  month of such  holdover  period,  one
hundred seventy five percent (175%) of the sum of the Rent during the last month
of the Term or the Renewal  Term,  as the case may be, for the second  month and
thereafter  two  hundred  percent  (200%) of the sum of the Rent during the last
month of the Term or the Renewal  Term,  as the case may be. The  acceptance  of
rent by Landlord or the  failure or delay of Landlord in  notifying  or evicting
Tenant  following  the  expiration or sooner  termination  of the Term shall not
create any tenancy  rights in Tenant and any such  payments  by Tenant  shall be
deemed  liquidated  damages to Landlord  and not a penalty (it being  understood
that the same shall not prohibit Landlord from recovering damages from Tenant as
provided  below in this  Article  27).  It is further  agreed  that in the event
Tenant  continues  to  holdover  for three (3) months  after the  expiration  or
termination  of this  Lease,  Tenant  shall also be liable to  Landlord  for any
damages  suffered by Landlord as result of  Tenant's  failure to  surrender  the
Premises.   Landlord   agrees  to  treat  Tenant  as  a  tenant  at  sufferance.
Notwithstanding  anything  in  this  Article  contained  to  the  contrary,  the
acceptance of any Fixed Rent paid by Tenant pursuant to this Paragraph 27, shall
not preclude  Landlord from  commencing  and  prosecuting a holdover or eviction
action or  proceeding or any action or  proceeding  in the nature  thereof.  The
preceding  sentence  shall be deemed  to be an  "agreement  expressly  providing
otherwise"  within the meaning of Section  232-c of the Real Property Law of the
State of New York and any successor law of like import.

     28. RULES AND REGULATIONS. Tenant agrees that at all times during the terms
of this Lease (as same may be extended) it, its employees,  agents, invitees and
licenses  shall comply with all rules and  regulations  specified on Exhibit "C"
attached hereto and made a part hereof,  together with all reasonable  Rules and
Regulations  as Landlord may from time to time  promulgate  provided they do not
increase  the  financial  burdens of Tenant or  unreasonably  restrict  Tenant's
rights under this Lease.  Tenant's  right to dispute the  reasonableness  of any
changes in or  additions  to the Rules and  Regulations  shall be deemed  waived
unless  asserted to Landlord  within ten (10) business days after Landlord shall
have given Tenant written notice of any such adoption or change.  In case of any
conflict or inconsistency between the provisions of this Lease and any Rules and
Regulations,  the provisions of this Lease shall control. Landlord shall have no
duty or obligation to enforce any Rule and Regulation,  or any term, covenant or
condition of any other lease,  against any other tenant,  and Landlord's failure
or refusal to enforce any Rule or Regulation or any term,  covenant of condition
of any other  lease  against  any other  tenant  shall be without  liability  of
Landlord to Tenant.  However,  if Landlord  does enforce  Rules or  Regulations,
Landlord shall endeavor to enforce same equally in a non-discriminatory manner.

     29. GOVERNMENTAL REGULATIONS.

         (a) Tenant  shall,  in the use and  occupancy  of the  Premises and the
conduct of Tenant's business or profession therein, at all times comply with all
applicable  laws,  ordinances,  orders,  notices,  rules and  regulations of the
federal,  state and municipal  governments,  or any of their departments and the
regulations of the insurers of the Premises.  Notwithstanding anything contained
herein to the  contrary,  with respect to the Building  and/or  Project,  Tenant
shall not be required to make any structural  changes,  repairs or  improvements
that are not necessitated by Tenant's specific manner of use for the Premises as
distinguished  from  general  office  use.  Landlord  shall be  responsible  for
compliance with all applicable laws, ordinances,  notices, rules and regulations
of the federal, state and municipal governments,  or of any of their departments
and the  regulations  of the  insureds of the  Building or Project  which are of
general  applicability.  Tenant may  contest  and appeal  any  applicable  laws,
ordinances,  orders,  notice,  rules and  regulations of the federal,  state and
municipal  governments  so long as Tenant  shall be  diligently  contesting  the
validity or  applicability  thereof to the Premises and provided  same shall not
subject Landlord to fines or penalties or to prosecution for criminal,  civil or
administrative violations or orders.

         (b) Without limiting the generality of the foregoing,  Tenant shall (i)
obtain, at Tenant's expense,  before engaging in Tenant's business or profession
within the  Premises,  all  necessary  licenses and permits  including  (but not
limited to) state and local  business  licenses  or permits,  and (ii) remain in
compliance  with and keep in full  force and  effect at all times all  licenses,
consents and permits  necessary for the lawful  conduct of Tenant's  business or
profession at the Premises. Tenant shall pay all personal property taxes, income
taxes and other taxes,  assessments,  duties,  impositions  and similar  charges
which are or may be assessed,  levied or imposed  upon Tenant and which,  if not
paid, could be liened against the Premises or against Tenant's  property therein
or against Tenant's leasehold estate.

         (c) Landlord shall be responsible  for compliance with Title III of the
Americans with Disabilities Act of l990, 42 U.S.C. Section 12181 et seq. and its
regulations,  (collectively,  the "ADA") as to the design  and  construction  of
exterior common areas (e.g.  sidewalks and parking  areas).  Except as set forth
above in the initial sentence hereto, Tenant shall be responsible for compliance
with the ADA in all  other  respects  concerning  the use and  occupancy  of the
Premises,  which compliance shall include,  without limitation (i) provision for
full  and  equal  enjoyment  of the  goods,  services,  facilities,  privileges,
advantages  or  accommodations  of the  Premises as  contemplated  by and to the
extent required by the ADA, (ii) compliance  relating to requirements  under the
ADA or  amendments  thereto  arising  after  the date of this  Lease  and  (iii)
compliance   relating  to  the   design,   layout,   renovation,   redecorating,
refurbishment,  alteration,  or improvement to the Premises made or requested by
Tenant at any time following completion of the Landlord's Work.

         (d) Tenant shall indemnify,  protect, defend and save Landlord harmless
with regard to any  non-compliance or alleged  non-compliance by Tenant with any
law, order, ordinance,  regulation, permit, license or other governmental matter
in any way  relating to the conduct of Tenant's  business or  profession  in the
Premises.  If Landlord is named as defendant or a responsible party with respect
to any alleged violation or non-compliance by Tenant as aforesaid, Landlord also
may  require,  by notice to Tenant,  that the  matters or  conduct  giving  rise
thereto be  discontinued  by Tenant  unless and until the alleged  violation  or
non-compliance is resolved in Tenant's favor.

     30. NOTICES.  Wherever in this Lease it shall be required or permitted that
notice or demand be given or served by either  party to this  Lease to or on the
other  party,  such notice or demand  shall be deemed to have been duly given or
served if in writing  and either:  (i)  personally  served;  (ii)  delivered  by
pre-paid nationally  recognized overnight courier service (e.g. Federal Express)
with evidence of receipt required for delivery; or (iii) forwarded by Registered
or Certified mail, return receipt requested,  postage prepaid; in all such cases
addressed to the parties at the addresses set forth in Article 1(l) hereof. Each
such  notice  shall be deemed to have been given to or served  upon the party to
which addressed on the date the same is delivered or delivery is refused. Either
party  hereto may change its address to which said notice  shall be delivered or
mailed by giving  written  notice of such change to the other party  hereto,  as
herein provided.

     31. BROKERS. Tenant represents and warrants to Landlord that Tenant has had
no dealings,  negotiations or consultations with respect to the Premises or this
transaction  with any  broker or finder and that  otherwise  no broker or finder
called the  Premises  to  Tenant's  attention  for lease or took any part in any
dealings,  negotiations  or  consultations  with respect to the Premises or this
Lease.  Tenant agrees to indemnify  and hold Landlord  harmless from and against
all  liability,  cost and expense,  including  attorney's  fees and court costs,
arising out of any misrepresentation or breach of warranty under this Article.

     32. INTENTIONALLY DELETED.

     33. LANDLORD'S LIABILITY. Landlord's obligations hereunder shall be binding
upon  Landlord  only for the period of time that Landlord is in ownership of the
Building;  and, upon  termination of that  ownership,  Tenant,  except as to any
obligations  which are then due and  owing,  shall  look  solely  to  Landlord's
successor  in interest in the Building  for the  satisfaction  of each and every
obligation  of Landlord  hereunder.  Landlord  shall have no personal  liability
under any of the terms,  conditions  or covenants of this Lease and Tenant shall
look solely to the equity of Landlord in the Building of which the Premises form
a part for the satisfaction of any claim,  remedy or cause of action accruing to
Tenant as a result of the breach of any  section of this Lease by  Landlord.  In
addition  to the  foregoing,  no  recourse  shall  be had for an  obligation  of
Landlord  hereunder,  or for any claim  based  thereon or  otherwise  in respect
thereof,   against  any  past,  present  or  future  trustee,  member,  partner,
shareholder,  officer, director, partner, agent or employee of Landlord, whether
by virtue of any statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise,  all such other liability  being  expressly  waived and
released by Tenant with respect to the above-named individuals and entities.

     34.  AUTHORITY.  Tenant  represents  and  warrants  that (a) Tenant is duly
organized,  validly existing and legally  authorized to do business in the State
of New York,  and (b) the persons  executing  this Lease are duly  authorized to
execute and deliver this Lease on behalf of Tenant.

     35.  NO  OFFER.  The  submission  of the Lease by  Landlord  to Tenant  for
examination  does not  constitute a reservation of or option for the Premises or
of any other space within the Building or in other buildings owned or managed by
Landlord or its  affiliates.  This Lease shall become  effective as a Lease only
upon the execution and legal delivery thereof by both parties hereto.

     36. RENEWAL. (a) Provided Tenant is not in default of any obligations under
this  Lease,  either  at  the  time  of  exercise  of  this  option,  or at  the
commencement of each Renewal Term and Tenant is fully occupying the Premises and
the Lease is in full force and effect, Tenant shall have the right to renew this
Lease for two  term(s)  of five years each  beyond the end of the  initial  Term
(each, a "Renewal  Term").  Tenant shall furnish written notice of its intent to
renew one (1) year  prior to the  expiration  of the  applicable  Term,  failing
which, such renewal right shall be deemed waived; time being of the essence. The
terms and  conditions  of this Lease  during  each  Renewal  Term  shall  remain
unchanged  except  that:  (i) the Annual  Fixed Rent for the first  Renewal Term
shall be the  greater  of (A) the  Annual  Fixed  Rent for the last  year of the
initial  term,  plus 3%, with  increases of 3% for each  additional  year of the
first Renewal Term; and (B) the Annual Fixed Rent, as adjusted in the manner set
forth below,  based upon the Consumer Price Index (as hereinafter  defined) plus
3.5% for each year of the first Renewal Term; and (ii) the Annual Fixed Rent for
the second  Renewal  Term shall be the greater of (A) the Annual  Fixed Rent for
the last year of the first Renewal Term,  plus 3%, with increases of 3% for each
additional  year of the second  Renewal Term and (B) the Annual  Fixed Rent,  as
adjusted in the manner set forth below, based upon the Consumer Price Index plus
3.5% for each year of the second  Renewal  Term.  In the event Tenant leases the
Premises for the first Renewal  Term,  Tenant shall be entitled to new carpeting
($18.00/yard  allowance,  increased by the  cumulative  increase in the Consumer
Price Index from the date of this Lease to the commencement of the Renewal Term)
and paint  throughout  the  Premises  using  paint equal to the quality of paint
presently  existing in the Premises.  Anything herein  contained to the contrary
notwithstanding,  Tenant shall have no right to renew the term hereof other than
or beyond the two (2) consecutive five (5) year terms hereinabove described.  It
shall be a condition of each such  Renewal  Term that  Landlord and Tenant shall
have executed, not less than nine (9) months prior to the expiration of the then
expiring  term  hereof,  an  appropriate  amendment  to this Lease,  in form and
content  satisfactory to each of them,  memorializing  the extension of the term
hereof for the next ensuing Renewal Term.

         (b)  Definitions:  For the  purposes  of this  Article,  the  following
definitions shall apply:

              (i) The term "Base Month" shall mean the first full calendar month
during which the term of this Lease  commences.  The term "Base  Renewal  Month"
shall mean the first full calendar month of the first Renewal Term.

              (ii) The term "Price Index" shall mean the "Consumer  Price Index"
published by the Bureau of Labor Statistics of the U.S. Department of Labor, All
Items, New York, New  York-Northeastern,  New Jersey, for urban wage earners and
clerical workers or a successor or substitute index appropriately adjusted.

         (c) Subject to the provisions of subparagraph (a) of this Paragraph 36,
effective as of the first Renewal Term and the second Renewal Term,  there shall
be made a cost of living adjustment of the Annual Fixed Rate payable  hereunder.
The  adjustment  for the first  Renewal  Term  shall be based on the  percentage
difference  between  the Price  Index for the last  full  calendar  month of the
initial  term and the Price Index for the Base  Month.  The  adjustment  for the
second  Renewal  Term shall be based on the  percentage  difference  between the
Price Index for the last full  calendar  month of the first Renewal Term and the
Price Index for the Base Renewal Month.

              (i) In the event the Price Index for the last full calendar  month
of the  initial  term  reflects  an  increase  over the Price Index for the Base
Month, then the Annual Fixed Rent to be paid as of the commencement of the first
Renewal Term shall be multiplied by the percentage  difference between the Price
Index for the last full  calendar  month of the initial term and the Price Index
for the Base  Month,  and the  resulting  sum (plus  3.5%) shall be added to the
Annual Fixed Rate  effective as of the  commencement  of the first  Renewal Term
(the "First  Renewal Term Annual  Fixed  Rent").  The First  Renewal Term Annual
Fixed Rent shall be increased by 3.5% annually for each  subsequent  year of the
first  Renewal  Term.  In the event the Price  Index for the last full  calendar
month of the first  Renewal Term  reflects an increase  over the Price Index for
the  Base  Renewal  Month,  then  the  Annual  Fixed  Rent  to be paid as of the
commencement  of the second  Renewal Term shall be multiplied by the  percentage
difference between the Price Index for the last full calendar month of the first
Renewal Term and the Price Index for the Base Renewal  Month,  and the resulting
sum (plus  3.5%)  shall be added to the Annual  Fixed Rate  effective  as of the
commencement  of the second Renewal Term (the "Second  Renewal Term Annual Fixed
Rent").  The Second  Renewal  Term Annual  Fixed Rent shall be increased by 3.5%
annually for each subsequent year of the second Renewal Term.

              (ii) The  following  illustrates  the  intentions  of the  parties
hereto as to the computation of the aforementioned  cost of living adjustment in
the Annual Fixed Rent payable hereunder:

                  Assuming  that the Annual  Fixed Rent for the initial  term is
                  $10.00  per  square  feet,  that the Price  Index for the Base
                  Month was  102.0  and that the  Price  Index for the last full
                  month of the  initial  term  was  137.0,  then the  percentage
                  increase thus reflected, i.e., 35 would be multiplied by 10.00
                  and the  Annual  Fixed  Rent for the  first  year of the first
                  Renewal Term would be $13.50 (plus 3.5%) per square feet.

     In the event such Price Index (or a successor or  substitute  index) is not
available, a reliable governmental or other non-partisan  publication evaluating
the information theretofore used in determining the Price Index shall be used.

         (d) A statement  of the cost of living  adjustment  to be  furnished by
Landlord as provided in subdivision (b) above shall consist of data prepared for
Landlord by a firm of Certified  Public  Accountants (who may be the firm now or
then  currently  employed  by  Landlord  for the  audit  of its  accounts).  The
statements thus furnished to Tenant shall  constitute a final  determination  as
between  Landlord  and Tenant of the cost of living  adjustment  for the periods
represented thereby.

         (e) In no event shall the Annual Fixed Rent  originally  provided to be
paid under this Lease be reduced.

         (f) Any delay or failure of  Landlord,  in computing or billing for the
rent adjustments  hereinabove  provided,  shall not constitute a waiver of or in
any way impair the continuing  obligation of Tenant to pay such rent adjustments
hereunder.

     37. MISCELLANEOUS PROVISIONS.

         A. Successors.  The respective rights and obligations  provided in this
Lease  shall  bind  and  inure  to the  benefit  of the  parties  hereto,  their
successors  and assigns;  provided,  however,  that no rights shall inure to the
benefit of any successors of Tenant unless  Landlord's  written  consent for the
transfer to such successor  and/or  assignee has first been obtained as provided
in Article 12 hereof.

         B. Governing Law. This Lease shall be construed,  governed and enforced
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
principles relating to conflicts of law.

         C.  Severability.  If any  provisions of this Lease shall be held to be
invalid, void or unenforceable,  the remaining provisions hereof shall in no way
be affected or impaired and such remaining provisions shall remain in full force
and effect.

         D. Captions.  Marginal captions,  titles or exhibits and riders and the
table of contents in this Lease are for  convenience and reference only, and are
in no way to be construed as defining, limiting or modifying the scope or intent
of the various provisions of this Lease.

         E.  Gender.  As used in this Lease,  the word  "person"  shall mean and
include,  where appropriate,  an individual,  corporation,  partnership or other
entity;  the plural shall be substituted for the singular,  and the singular for
the plural, where appropriate; and the words of any gender shall mean to include
any other gender.

         F. Entire Agreement.  This Lease, including the Exhibits and any Riders
hereto  (which are hereby  incorporated  by this  reference,  except that in the
event of any  conflict  between  the  printed  portions  of this  Lease  and any
Exhibits  or  Riders,  the  term of such  Exhibits  or  Riders  shall  control),
supersedes  any  prior  discussions,  proposals,  negotiations  and  discussions
between the  parties  and the Lease  contains  all the  agreements,  conditions,
understandings,  representations  and warranties made between the parties hereto
with respect to the subject matter hereof,  and may not be modified orally or in
any manner other than by an agreement in writing  signed by both parties  hereto
or their  respective  successors  in  interest.  Without in any way limiting the
generality  of the  foregoing,  this Lease can only be extended  pursuant to the
terms hereof, and in Tenant's case, with the terms hereof, and in Tenant's case,
with the due  exercise  of an  option  (if  any)  contained  herein  or a formal
agreement signed by both Landlord and Tenant specifically extending the term. No
negotiations,  correspondence  by Landlord or offers to extend the term shall be
deemed an extension of the termination date for any period whatsoever.

         G.  Counterparts.   This  Lease  may  be  executed  in  any  number  of
counterparts,  each of which when taken  together  shall be deemed to be one and
the same instrument.

         H.  Telefax   Signatures.   The  parties  acknowledge  and  agree  that
notwithstanding  any law or presumption to the contrary a telefaxed signature of
either  party  whether upon this Lease or any related  document  shall be deemed
valid and binding and  admissible  by either party  against the other as if same
were an original ink signature.

         I.  Calculation of Time. In computing any period of time  prescribed or
allowed by any  provision  of this Lease,  the day of the act,  event or default
from which the  designated  period of time begins to run shall not be  included.
The  last day of the  period  so  computed  shall be  included,  unless  it is a
Saturday,  Sunday or a legal  holiday,  in which event the period runs until the
end of the next day which is not a Saturday,  Sunday,  or legal holiday.  Unless
otherwise  provided herein, all Notices and other periods expire as of 5:00 p.m.
(local time in Newtown  Square,  Pennsylvania)  on the last day of the Notice or
other period.

         J.  No  Merger.  There  shall  be no  merger  of this  Lease  or of the
leasehold  estate hereby created with the fee estate in the Premises or any part
thereof by reason of the fact that the same person, firm, corporation,  or other
legal  entity may  acquire or hold,  directly or  indirectly,  this Lease of the
leasehold  estate and the fee estate in the Premises or any interest in such fee
estate, without the prior written consent of Landlord's mortgagee.

         K. Time of the  Essence.  TIME IS OF THE ESSENCE IN ALL  PROVISIONS  OF
THIS LEASE,  INCLUDING ALL NOTICE  PROVISIONS TO BE PERFORMED BY OR ON BEHALF OF
LANDLORD AND TENANT.

         L.  Recordation  of Lease.  Tenant  shall not  record  this  Lease or a
memorandum thereof.

         M. Accord and Satisfaction. No payment by Tenant or receipt by Landlord
of a lesser  amount  than any  payment of Fixed Rent or  Additional  Rent herein
stipulated  shall  be  deemed  to be  other  than  on  account  of the  earliest
stipulated  Fixed Rent or Additional Rent due and payable  hereunder,  nor shall
any endorsement or statement or any check or any letter  accompanying  any check
or  payment as Rent be deemed an accord and  satisfaction.  Landlord  may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such Rent or pursue any other  right or remedy  provided  for in this
Lease,  at law or in equity.  No payment by Landlord of a lesser amount than any
payment due to Tenant by Landlord shall be deemed to be other than on account of
the earliest  stipulated  payment due  hereunder,  nor shall any  endorsement or
statement or any check or any letter accompanying any check or payment be deemed
an accord and  satisfaction.  Tenant may  accept  such check or payment  without
prejudice to Tenant's right to recover the balance of any such payment or pursue
any other right or remedy provided in this Lease, at law or in equity.

         N. No  Partnership.  Landlord  does not, in any way or for any purpose,
become a partner of Tenant in the  conduct of its  business,  or  otherwise,  or
joint  venturer  or a member  of a joint  enterprise  with  Tenant.  This  Lease
establishes a relationship solely of that of a landlord and tenant.

         O. No  Presumption  Against  Drafter.  Landlord and Tenant  understand,
agree, and acknowledge  that: (i) this Lease has been freely  negotiated by both
parties;  and (ii) that, in the event of any  controversy,  dispute,  or contest
over the meaning, interpretation,  validity, or enforceability of this Lease, or
any of its terms or  conditions,  there shall be no inference,  presumption,  or
conclusion drawn whatsoever  against either party by virtue of that party having
drafted this Lease or any portion thereof.

         P. Additional Parking. If Landlord constructs any additional parking at
the Project, the same shall have the same level of illumination as exists in the
parking areas presently servicing the Project.

     38. WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR  PROCEEDING  BASED  UPON,  OR RELATED  TO, THE  SUBJECT
MATTER OF THIS LEASE. THIS WAIVER IS KNOWINGLY,  INTENTIONALLY,  AND VOLUNTARILY
MADE BY TENANT AND TENANT  ACKNOWLEDGES  THAT  NEITHER  LANDLORD  NOR ANY PERSON
ACTING ON BEHALF OF LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY  ITS  EFFECT.  TENANT
FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO
BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT  LEGAL  COUNSEL,  SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. TENANT FURTHER ACKNOWLEDGES
THAT IT HAS READ AND  UNDERSTANDS THE MEANING AND  RAMIFICATIONS  OF THIS WAIVER
PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED THIS LEASE.

     39.  CONSENT TO  JURISDICTION.  Tenant  hereby  consents  to the  exclusive
jurisdiction of the state courts located in Nassau and Suffolk County,  New York
and to the federal courts located in the in the Southern District of New York.

     40. SECURITY  CAMERAS.  Tenant shall have the right to install and maintain
security  cameras and  infrared  lighting on the exterior of the Building at the
locations shown on Exhibit "D" annexed hereto.



<PAGE>
     IN WITNESS WHEREOF,  the parties hereto have executed this Lease under seal
the day and year first above written.

WITNESS:                                  LANDLORD:

Roberta Schwartz                          BRANDYWINE OPERATING PARTNERSHIP, L.P.

                                          By:  Brandywine Realty Trust, its
                                                general partner


/s/ Roberta Schwartz                      By: /s/ Mark W. Hamer
-----------------------                      -----------------------------------
                                             Mark W. Hamer, Vice President



WITNESS:                                  TENANT:

Joanne Agrippina                          HIRSCH INTERNATIONAL CORP.


/s/ Joanne Agrippina                      By:  /s/ Richard M. Richer
-----------------------                      -----------------------------------
                                             Richard M. Richer, Vice President
                                             and Chief Financial Officer




<PAGE>
                                   EXHIBIT "A"
                                   ----------

                                   SPACE PLAN
                                   ----------


<PAGE>
                                   EXHIBIT "B"
                                   ----------

                           CONFIRMATION OF LEASE TERM
                           --------------------------


     THIS MEMORANDUM made as of the 8th day of March,  2001,  between BRANDYWINE
OPERATING PARTNERSHIP,  L.P., a Delaware limited partnership,  with an office at
14 Campus Boulevard, Suite 100, Newtown Square,  Pennsylvania 19073 ("Landlord")
and HIRSCH  INTERNATIONAL  CORP.,  with its  principal  place of business at 200
Wireless  Boulevard,  Hauppauge,  New York 11788 ("Tenant"),  who entered into a
lease  dated  for  reference  purposes  as of March 8,  2001,  covering  certain
premises  located at 200  Wireless  Boulevard,  Hauppauge,  New York 11788.  All
capitalized  terms, if not defined herein,  shall be defined as they are defined
in the Lease.

     1. The Parties to this  Memorandum  hereby  agree that the date of March 8,
2001 is the "Commencement  Date" of the Term, that the date March 8, 2001 is the
Rent  Commencement  Date and the date March 31, 2011 is the  expiration  date of
this Lease.

     2. Tenant hereby confirms the following:

        (a) That it has  accepted  possession  of the  Premises  pursuant to the
terms of the Lease;

        (b) That the  improvements  required to be  furnished  according  to the
Lease by Landlord have been Substantially Completed;

        (c) That  Landlord  has  fulfilled  all of its  duties of an  inducement
nature or are otherwise set forth in the Lease;

        (d) That there are no offsets or credits  against  rentals,  nor has any
security deposit been paid except as provided by the Lease Terms;

        (e) That the Lease is in full force and effect.

     3. Landlord hereby confirms the following:

        (a) That the  improvements  required to be  furnished  according  to the
Lease by Tenant have been substantially completed;

        (b) That  Tenant  has  fulfilled  all of its  duties as set forth in the
lease;

        (c) That all Rent and Additional Rent are paid to date;

        (d) That there is no default by Tenant;

        (e) That the Lease is in full force and effect.


<PAGE>
     4. This Memorandum,  each and all of the provisions hereof,  shall inure to
the benefit,  or bind, as the case may require,  the parties  hereto,  and their
respective  successors and assigns,  subject to the restrictions upon assignment
and subletting contained in the Lease.


WITNESS:                                  LANDLORD:

                                          BRANDYWINE OPERATING PARTNERSHIP, L.P.
                                          By:   Brandywine Realty Trust,
                                                its general partner


                                          By: /s/ Mark W. Hamer
-----------------------------                -----------------------------------
[SEAL]                                       Mark W. Hamer, Vice President


WITNESS:                                  TENANT:

                                          HIRSCH INTERNATIONAL



                                          By: /s/ Richard M. Richer
------------------------------               -----------------------------------
[SEAL]                                       Richard M. Richer, Executive Vice
                                             President-Finance and
                                             Administration and Chief Financial
                                             Officer


<PAGE>
                                   EXHIBIT "C"
                                   ----------

                         BUILDING RULES AND REGULATIONS
                         LAST REVISION: OCTOBER 1, 1998
                         ------------------------------


Landlord  reserves  the right to rescind  any of these rules and make such other
and further rules and regulations as in the judgment of Landlord shall from time
to time be  needed  for the  safety,  protection,  care and  cleanliness  of the
Project,  the operations thereof, the preservation of good order therein and the
protection  and comfort of its tenants,  their  agents,  employees and invitees,
which rules when made and notice  thereof  given to Tenant shall be binding upon
him in a like manner as if originally prescribed. Landlord will notify Tenant in
writing of any changes to the Building Rules and Regulations.

1.    Sidewalks,   entrances,   passages,  elevators,   vestibules,   stairways,
      corridors,  halls,  lobby and any other part of the Building  shall not be
      obstructed  or encumbered by any Tenant or used for any purpose other than
      ingress or egress to and from each tenant's premises.  Landlord shall have
      the right to control and operate the common  portions of the  Building and
      exterior  facilities  furnished for common use of the tenants (such as the
      eating,  smoking,  and parking  areas) in such a manner as Landlord  deems
      best.

2.    No awnings or other  projections shall be attached to the outside walls of
      the Building without the prior written consent of Landlord. All drapes, or
      window blinds, must be of a quality,  type and design,  color and attached
      in a manner approved by Landlord.

3.    No showcases or other  articles shall be put in front of or affixed to any
      part of the exterior of the Building,  or placed in hallways or vestibules
      without prior written consent of Landlord.

4.    Rest rooms and other plumbing  fixtures shall not be used for any purposes
      other than those for which they were  constructed and no debris,  rubbish,
      rags or other  substances  shall be thrown  therein.  Only standard toilet
      tissue may be flushed in commodes. All damage resulting from any misuse of
      these  fixtures  shall be the  responsibility  of the Tenant who, or whose
      employees, agents, visitors, clients, or licensees shall have caused same.

5.    Tenants shall not construct or maintain, use or operate in any part of the
      project any  electrical  device,  wiring or other  apparatus in connection
      with a loud speaker system or other  sound/communication  system which may
      be heard  outside  the  Premises.  Any  such  communication  system  to be
      installed  within the Premises  shall require  prior  written  approval of
      Landlord.

6.    No tenant shall cause or permit any unusual or  objectionable  odors to be
      produced upon or permeate from its premises.

7.    No space in the Building  shall be used for the  manufacture  of goods for
      sale in the  ordinary  course  of  business,  or for  sale at  auction  of
      merchandise, goods or property of any kind.

8.    No tenant,  or employees of Tenant,  shall make any unseemly or disturbing
      noises or disturb or interfere  with the occupants of this or  neighboring
      buildings or  residences  by voice,  musical  instrument,  radio,  talking
      machines,  whistling,  singing,  or in any way.  All  passage  through the
      Building's  hallways,  elevators,  and main lobby shall be  conducted in a
      quiet, business-like manner.

9.    No  tenant  shall  throw  anything  out of the  doors,  windows,  or  down
      corridors or stairs of the Building.

10.   No smoking is permitted in the rest rooms,  hallways,  elevators,  stairs,
      lobby, exit and entrances vestibules,  sidewalks,  parking lot area except
      for the designated  exterior  smoking area. All cigarette  ashes and butts
      are to be deposited in the containers  provided for same, and not disposed
      of on sidewalks,  parking lot areas,  or toilets  within the Building rest
      rooms.

11.   All doors to hallways and corridors  shall be kept closed during  business
      hours except as they may be used for ingress or egress.

12.   Tenants must be responsible  for all Security Access cards issued to them,
      and to secure the return of same from any employee terminating  employment
      with them.  No  person/company  other than Building  Tenants  and/or their
      employees  may have  Security  Access cards unless  Landlord  grants prior
      written approval.

13.   Landlord  reserves the right to inspect all freight to be brought into the
      Building,  and to exclude from the Building all freight or other  material
      which violates any of these rules and regulations.

14.   Landlord  reserves the right to exclude from the Building at all times any
      person  who  is not  known  or  does  not  properly  identify  himself  to
      Landlord's management or security personnel.

15.   No space within the  Building,  or in the common areas such as the parking
      lot, may be used at any time for the purpose of lodging,  sleeping, or for
      any immoral or illegal purposes.

16.   No employees or invitees of Tenant shall use the hallways,  stairs, lobby,
      or other common areas of the Building as lounging areas during "breaks" or
      during lunch periods.

17.   Each tenant,  before closing and leaving their premises,  should lower the
      blinds within their spaces.

18.   No canvassing,  soliciting or peddling is permitted in the Building or its
      common areas by tenants,  their employees,  or other persons.  Each tenant
      shall  cooperate  to prevent  same and shall  report any such  incident to
      Landlord's management.

19.   No mats,  trash, or other objects shall be placed in the public corridors,
      hallways, stairs, or other common areas of the Building.

20.   Tenant  must place all  recyclable  items of cans,  bottles,  plastic  and
      office recyclable paper in appropriate  containers provided by Landlord in
      each  tenant's  space.  Removal  of  these  recyclable  items  will  be by
      Landlord's janitorial personnel.

21.   No pictures, signage, advertising,  decals, banners, etc. are permitted to
      be placed in or on windows in such a manner as they are  visible  from the
      exterior, without the prior written consent of Landlord.

22.   Tenant or Tenant's  employees  are  prohibited  at any time from eating or
      drinking in hallways, elevators, rest rooms, lobby or lobby vestibules.

23.   No tenant  shall  permit  the visit to its  Premises  of  persons  in such
      numbers  or  under  such  conditions  as to  interfere  with  the  use and
      enjoyment of the  entrances,  hallways,  elevators,  lobby or other public
      portions or facilities of the Building and exterior  common areas by other
      tenants.

24.   Landlord's  employees shall not perform any work or do anything outside of
      their  regular  duties unless under special  instructions  from  Landlord.
      Requests for such requirements must be submitted in writing to Landlord.

25.   Tenant agrees that neither Tenant nor its agents, employees,  licensees or
      invitees  will  interfere  in any  manner  with  the  installation  and/or
      maintenance of the heating,  air conditioning  and ventilation  facilities
      and equipment.

26.   Landlord will not be  responsible  for lost or stolen  personal  property,
      equipment,  money or jewelry  from  Tenant's  area or common  areas of the
      Project regardless of whether such loss occurs when area is locked against
      entry or not.

27.   Landlord will not permit entrance to Tenant's  Premises by use of pass key
      controlled  by  Landlord,  to any  person  at  any  time  without  written
      permission of Tenant,  except employees,  contractors or service personnel
      supervised or employed by Landlord.

28.   Tenant and its agents,  employees  and invitees  shall  observe and comply
      with the driving and parking signs and markers on the Building grounds and
      surrounding areas.

29.   Tenant and its  employees,  invitees,  agents,  etc. shall not enter other
      separate  tenants'  hallways,  restrooms  or  premises  unless  they  have
      received prior approval from Landlord's management.




<PAGE>
                                   EXHIBIT "D"
                                   ----------

                        STANDARD CLEANING SPECIFICATIONS
                        --------------------------------

                              INTENTIONALLY DELETED
                              ---------------------


<PAGE>


                                   EXHIBIT "E"
                                   -----------

         PREMISES HVAC DIAGRAM INCLUDING LIST OF AIR CONDITIONING UNITS
         --------------------------------------------------------------



<PAGE>


                                  EXHIBIT "E1"
                                  ------------

                  200 Wireless Blvd. Hauppauge, New York 11788


List of Air Conditioning Equipment Low Roof:

1.       Trane Model #SFHB 2004LJ10F22
         Ser #J86F8132 (1986)
         Voltage 460/3/60
         Tonage 20 tons

2.       Trane Model #SFHB2504LJ10F32DG4T
         Ser #J86F81376 (1986)
         Voltage 460/3/60
         Tonage 25 tons

3.       Trane Model #BTC012F40C
         Ser #S31181407 (1986)
         Voltage 460/3/60
         Tonage 10 tons

14.      Luxaire Model #DAYAFD24N045
         Ser #NDEM045994 (4/96)
         Voltage 208/1/60
         Tonage 2 tons

15.      Luxaire Model #DAYAFO24NO45
         Ser #NCFM02549 (3/97)
         Voltage 201/1/60
         Tonage 2 tons

Air Conditioning Equipment High Roof:

4.       Luxaire Model #DGUCW048N125 (1997)
         Ser #NKEM025949
         Voltage 460/3/60
         Tonage 4 tons

5.       Trane BYC060E4MOAA
         Ser #Y34143876D (1986)
         Voltage 460/3/60
         Tonage 5 tons

6.       Trane Model #SFHB 2004CJ10F22DG4T
         Ser # 586F81379 (A86)
         Voltage 460/3/60
         Tonage 20 tons

7.       Trane Model #BYE10064LOB
         Ser # 804144113D (1986)
         Voltage 460/3/60
         Tonage 10 tons

8.       Trane Model #SFHB2504LJ10F32DG4T
         Ser #586F81377 (1986)
         Voltage 460/3/60
         Tonage 25 tons

9.       Trane Model #SFHB2004LJ10F22DG4T
         Ser #J86F81381 (1986)
         Voltage 460/3/60
         Tonage 20 tons

10.      Trane Model #BYC200G4LOBB
         Ser #S04143106D (1986)
         Voltage 460/3/60
         Tonage 20 tons

11.      Trane Model #SFHB2004LJ10F22DG4T
         Ser #J86F81380 (1986)
         Voltage 460/3/60
         Tonage 5 tons

12.      Trane Model #BYC060E9MOAA
         Ser #Y24143873D (1985)
         Voltage 460/3/60
         Tonage 5 tons

13.      Trane BYC060F4LOAA
         Ser# Y24143887D (1985)
         Voltage 460/3/60
         Tonage 5 tons


<PAGE>
                                    EXHIBIT "F"
                                    -----------

                      HVAC SERVICE CONTRACT SPECIFICATIONS
                      ------------------------------------


The  following  scope of work and  specifications  shall apply to all  equipment
identified on the attached sheet marked  Equipment List. If service  contract is
executed  by the  tenant  a copy  must  be  sent to  Brandywine  Realty  Trust's
Management Office.

Contractor shall provide the following:

1)    Inspections  shall be  scheduled in advance by  notifying  the  designated
      Brandywine Realty Services Corporation (BRSC) Management Office (48) hours
      prior to the inspection date.

2)    A minimum of (4) schedules  inspections  per year shall occur as described
      below.

      a)    Inspections  for  cooling  units  only  shall  occur  based  on  the
            following schedule:

                  -        First inspection on or before March 15th.

                  -        Second inspection on or before May 15th.

                  -        Third inspection on or before July 15th.

                  -        Fourth inspection on or after September 15th.

      b)    Inspections  for cooling and heating  units shall occur based on the
            following schedule:

                  -        First inspection on or before January 15th.

                  -        Second inspection on or before April 15th.

                  -        Third inspection on or before July 15th.

                  -        Fourth inspection on or after October 15th.

3)    Provide a written  detailed  description  of services  performed  for each
      inspection.  A copy  of this  service  report  shall  be  provided  to the
      designated  BRSC  Management  Office  within (2) working  days of when the
      service was provided.

4)    Provide and install pleated type air filters with an efficiency  rating of
      not less than  equipment  manufacture  recommendations  and as approved by
      ASHRA standards based on the following schedule:

      a)    Units that operate  (12) months per year shall  receive (4) complete
            changes  based  on  the  schedule   outlined  above  in  section  2)
            sub-paragraph b).

      b)    Units that  operate for  cooling  only shall  receive  (2)  complete
            changes on or before March 15th and on or before July 15th.

5)    Provide and install drive belt(s) once per year. Inspections shall include
      proper adjustments.

6)    Condenser coils shall be cleaned once per year.

      a)    Air cooled  condensers  shall be  cleaned of all debris by  approved
            method.

      b)    Water cooled condensers shall be cleaned by removing heads and brush
            clean tubes.

      c)    Cooling towers shall be cleaned of all debris from within and flush;
            clean strainer(s);  inspect overflow,  bleed and drain;  inspect and
            clean float/water level fill valve.

7)    Condensate  pans and drain lines shall be cleaned and flushed out once per
      year.

8)    Lubricate  bearings  for  motors,   fans  and  pumps  in  accordance  with
      manufacture recommendations but not less than twice per year.

9)    Clean and  lubricate  all  moving  parts that would  include  dampers  and
      modulating devices once per year.

10)   Comply with the requirements as set forth by any agency in the handling of
      refrigerant  that shall  include but not be limited to the  documentation,
      recovery,  recycling and disposal.  Contractor shall provide the necessary
      tools, equipment and transportation in complying with these requirements.

11)   Seasonal  start-up and shut-down for cooling and heating  systems shall be
      completed and the following services shall include but not be limited to:

      a)    Inspect  all  electrical   connections,   contractors,   relays  and
            operating controls.

      b)    Inspect   compressor  oil  level;   test  oil;  megger  motor;  test
            cranckcase heater; record all conditions.

      c)    Inspect  for  refrigerant  leaks;  record  operating  pressures  and
            conditions.

      d)    Inspect,  clean and lubricate burner and combustion controls;  check
            burner sequence of operation and combustion equipment.

      e)    Appropriate freeze protection for all systems affected by weather.

12)   All operating and safety  controls  shall be inspected and tested at least
      once per year.

13)   Recommend  service,  repair and or upgrades to appropriate BRSC Management
      Office in writing with budget pricing.

14)   Unscheduled   service  calls  or  repairs   outside  the  scope  of  these
      specifications shall require prior authorization from BRSC.

15)   Emergency  service  calls shall have a response  time of not more than (2)
      hours.

16)   All work shall be  performed  in  accordance  with all  applicable  codes,
      regulations and laws.

17)   Contractors  employees or designates  shall comply with building rules and
      regulations.

18)   Certificate of Insurance  required on file with Brandywine  Realty Trust's
      Management Office.


<PAGE>
                                   EXHIBIT "G"
                                   -----------

                                 PARKING DIAGRAM
                                 ---------------



</TEXT>
</DOCUMENT>
