BETWEEN

                               AGREEMENT OF LEASE

                                    BETWEEN

                      RECKSON OPERATING PARTNERSHIP, L.P.

                                      AND

                            ALLION HEALTH CARE, INC.








                               TABLE OF CONTENTS
                               -----------------
                                                                            Page
                                                                            ----

SPACE .....................................................................    1

TERM ......................................................................    1

RENT ......................................................................    3

USE .......................................................................    4

LANDLORD ALTERATION .......................................................    5

SERVICES ..................................................................    6

LANDLORD'S REPAIRS ........................................................    6

WATER SUPPLY ..............................................................    6

PARKING FIELD .............................................................    7

TAXES AND OTHER CHARGES ...................................................    7

TENANT'S REPAIRS ..........................................................    9

FIXTURES & INSTALLATIONS ..................................................   10

ALTERATIONS ...............................................................   11

REQUIREMENTS OF LAW .......................................................   15

END OF TERM ...............................................................   17

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

SIGNS .....................................................................   19

RULES AND REGULATIONS .....................................................   20

RIGHT TO SUBLET OR ASSIGN .................................................   21

LANDLORD'S ACCESS TO PREMISES .............................................   25

SUBORDINATION .............................................................   26

PROPERTY LOSS, DAMAGE REIMBURSEMENT .......................................   28


                                        i




TENANT'S INDEMNITY ........................................................   29

DESTRUCTION -- FIRE OR OTHER CASUALTY .....................................   29

INSURANCE .................................................................   31

EMINENT DOMAIN ............................................................   34

NONLIABILITY OF LANDLORD ..................................................   35

DEFAULT ...................................................................   36

TERMINATION ON DEFAULT ....................................................   38

DAMAGES ...................................................................   39

SUMS DUE LANDLORD .........................................................   41

NO WAIVER .................................................................   42

WAIVER OF TRIAL BY JURY ...................................................   43

NOTICES ...................................................................   43

INABILITY TO PERFORM ......................................................   44

INTERRUPTION OF SERVICE ...................................................   44

CONDITIONS OF LANDLORD'S LIABILITY ........................................   45

TENANT'S TAKING POSSESSION ................................................   45

SUBSTITUTED PREMISES ......................................................   46

ENTIRE AGREEMENT ..........................................................   46

DEFINITIONS ...............................................................   47

PARTNERSHIP TENANT ........................................................   48

SUCCESSORS, ASSIGNS, ETC. .................................................   49

BROKER ....................................................................   49

CAPTIONS ..................................................................   49

NOTICE OF ACCIDENTS .......................................................   50

                                       ii




TENANT'S AUTHORITY TO ENTER LEASE .........................................   50

LANDLORD'S CONSENT ........................................................   50

SCHEDULE "A" ..............................................................   53

SCHEDULE "B" ..............................................................   56

SCHEDULE "C" ..............................................................   58

SCHEDULE "D" ..............................................................   61

EXHIBIT 1 .................................................................   64









                                      iii




         AGREEMENT OF LEASE, made as of this 8th day of December, 2003, between
RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having its
principal office at 000 Xxxxxxxxxxx Xxxx, Xxxxx 000 W, CS 5341, Melville, New
York 11747-0983 (hereinafter referred to as "Landlord"), and ALLION HEALTH CARE,
INC., a Delaware corporation, having its principal place of business at 33 Xxxx
Xxxxxxx Xxxx, Xxxxx 000X, Xxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000 (hereinafter
referred to as "Tenant").

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

                                     SPACE

         1. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the space substantially as shown on the Rental Plan initialed by the
parties and made part hereof as Exhibit "1" ("Demised Premises" or "Premises")
in the building, located at 1660 Xxxx Xxxxxxx Road, Melville, New York
(hereinafter referred to as the "Building"), and the parties stipulate and agree
that such space contains 8,215 rentable square feet in a Building containing
73,115 rentable square feet which constitutes 11.24 percent of the area of the
Building ("Tenant's Proportionate Share").

                                      TERM

         2. The term ("Term," "term" or "Demised Term") of this lease shall
commence upon the execution of this lease. Subject to the provisions of this
Article 2, Tenant's right to occupy the Demised Premises and Tenant's obligation
to pay Rent (as defined in Article 3 hereof) and all items of additional rent
shall commence on January 1, 2004 (the "Rent Commencement Date"). The Term of
this lease shall expire on June 30, 2009 (the "Expiration Date").

           If on the foregoing date specified for the Rent Commencement Date,
Landlord's Initial Construction (as defined in Article 5 hereof) has not been
"substantially completed," then the Rent Commencement Date shall be postponed
until the date on which Landlord's Initial Construction shall be "substantially
completed" and the Term of this lease shall be extended so that the Expiration
Date shall be the day preceding the day which is five (5) years and six (6)
months after (a) the Rent Commencement Date (but only if the Rent Commencement
Date occurred on the first day of a calendar


                                      -1-


month) or (b) the first day of the first full calendar month following the Rent
Commencement Date (if the Rent Commencement Date did not occur on the first day
of a calendar month). The terms "substantial completion" and "substantially
completed," as used herein, are defined to mean when the only items needed to be
completed are punchlist items and when all of the municipal inspections required
for the issuance of a certificate of occupancy or certificate of completion have
been completed and a board of fire underwriters certificate has been received;
but if Landlord shall be delayed in such "substantial completion" as a result of
(i) Tenant's failure to furnish plans and specifications; (ii) Tenant's request
for materials, finishes or installations other than Landlord's standard; (iii)
Tenant's changes in said plans or specifications; (iv) the performance or
completion of any work, labor or services by a party employed by Tenant; (v)
Tenant's interference with the performance of Landlord's Initial Construction;
(vi) Tenant's failure to approve, or approve as noted, final construction
documents within five (5) business days after such submission thereof to Tenant
for approval; or (vii) Tenant's failure to provide Landlord with finish
specifications for Landlord's Initial Construction within seven (7) days of
Landlord's delivery to Tenant of a fully-executed original of this lease (all
such delays being hereinafter referred to as "tenant delay"); then the Rent
Commencement Date shall be accelerated by the number of days of such tenant
delay (however, Landlord shall not be obligated to deliver the Demised Premises
to Tenant and Tenant shall not have the right to occupy the Premises until
Landlord's Initial Construction is "substantially completed"). Following the
Rent Commencement Date, Landlord shall diligently pursue the issuance of a
certificate of occupancy or certificate of completion with respect to Landlord's
Initial Construction. Tenant waives any right to rescind this lease under
Section 223-a of the New York Real Property Law or any successor statute of
similar import then in force and further waives the right to recover any damages
which may result from Landlord's failure to deliver possession of the Premises
on the Rent Commencement Date set forth in the first paragraph of this Article.

         A "Lease Year" shall be comprised of a period of twelve (12)
consecutive months (except for the sixth Lease Year, which shall consist of six
(6) months only), The first Lease Year shall commence on the Rent Commencement
Date but, notwithstanding the first sentence of this paragraph, if the Rent
Commencement Date is not the first day of a month, then the first Lease Year
shall include the additional period from the Rent Commencement Date to the end
of the then current month. Each succeeding Lease Year shall end on the
anniversary date of the last day of the preceding Lease year (except for the
sixth Lease Year). For example, if the


                                      -2-





Rent Commencement date is January 1, 2004, the first Lease Year would begin on
January 1, 2004, and end on December 31, 2004, and each succeeding Lease Year
would end on December 31st (except for the sixth Lease Year, which would end on
June 30, 2009). If, however, the Rent Commencement Date is January 2, 2004, the
first Lease Year would end on January 31, 2005, the second Lease Year would
commence on February 1, 2005, and each succeeding Lease Year would end on
January 31st (except for the sixth Lease Year, which would end on July 31,
2009).

         Within five (5) business days after Landlord's delivery to Tenant of a
Rent Commencement Date Certificate (confirming the Rent Commencement Date under
this lease and, if applicable, the date of substantial completion), Tenant will
sign and return said Certificate to Landlord. If Tenant shall fail to sign and
return said certificate within such five (5) business day period, or to object
to the accuracy of the dates therein within such period, Tenant shall be deemed
to have approved the dates set forth in said certificate.

         Following substantial completion of the Landlord's Initial
Construction, Landlord shall obtain a Certificate for the Demised Premises.
Notwithstanding anything contained to the contrary in this lease, if, prior to
the issuance of a Certificate, Tenant is required by governmental order to
vacate the entire Demised Premises or cease its permitted use of the Demised
Premises on account of the fact that Tenant took occupancy of the Demised
Premises in the absence of a Certificate therefore, and Tenant so vacates or so
ceases such use, then Rent and all items of additional rent under this lease
shall be fully abated until such (temporary or permanent) Certificate is issued.

                                      RENT

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

During the first Lease Year, the Rent shall be $204,621.90, payable $43,847.55
for the first month and $14,615.85 for each of the second through twelfth
months.

During the second Lease Year, the Rent shall be $181,967.40, payable in monthly
installments of $15,163.95.



                                      -3-



During the third Lease Year, the Rent shall be $188,791.20, payable in monthly
installments of $15,732.60.

During the fourth Lease Year, the Rent shall be $195,870.84, payable in monthly
installments of $16,322.57.

During the fifth Lease Year, the Rent shall be $203,216.04, payable in monthly
installments of $16,934.67.

During the sixth Lease Year, (which shall consist of six (6) months only), the
Rent shall be $76,186.62, payable $17,569.72 for each of the first through
fourth months and $2,953.87 for each of the fifth and sixth months.

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

         Notwithstanding the foregoing, provided Tenant is not in default beyond
the applicable notice and cure period provided herein, if any, under any of the
terms or provisions of this lease, Tenant shall receive a Rent credit in the
total amount of $12,726.40 to be applied in one (1) equal monthly installment of
$12,726.40 toward the Rent payable during the second calendar month of the first
Lease Year.

                                      USE

4. (A) Tenant shall use and occupy the Demised Premises only for a specialty
pharmacy and for executive and administrative offices and storage ancillary
thereto and for no other purpose. In



                                      -4-



no event, however, shall such pharmacy service patients, clients or customers on
a personal, "walk in" basis other than to a DI MINIMIS extent.

         (B) Tenant shall not use or occupy, suffer or permit the Premises, or
any part thereof, to be used in any manner which would in any way, in the
reasonable judgment of Landlord, (i) violate any laws or regulations of public
authorities; (ii) make void or voidable any insurance policy then in force with
respect to the Building; (iii) impair the appearance, character or reputation
of the Building; (iv) discharge objectionable fumes, vapors or odors into the
Building, air-conditioning systems or Building flues or vents in such a manner
as to offend other occupants. The provisions of this Section shall not be
deemed to be limited in any way to or by the provisions of any other Sections
or any Rule or Regulation.

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

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

         (E) Except if specifically permitted under Section A of this Article,
Tenant shall not use the Demised Premises or permit the Demised Premises to be
used for any of the prohibited uses set forth in Article 20(J) hereof.

                              LANDLORD ALTERATION

         5. Landlord, at its expense (unless otherwise noted on either the
Rental Plan annexed hereto as Exhibit 1, Schedule "A", the preliminary plans
and/or the construction drawings), will





                                      -5-



perform the work and make the installations, as set forth in Schedule "A"
annexed hereto and the Rental Plan annexed hereto as Exhibit 1, which work is
sometimes hereinafter referred to as the "Landlord's Initial Construction." In
the event that there is a conflict or inconsistency between the provisions of
this lease (including the Exhibits and Schedules annexed hereto) and the work
set forth on the final construction documents to be prepared by Landlord for
Landlord's Initial Construction and approved by Landlord and Tenant after the
date hereof, such final construction documents shall be controlling.
Notwithstanding the foregoing, Tenant shall contribute $75,000.00 toward the
cost of Landlord's Initial Construction, payable $37,500 upon tenant's execution
of this lease, and $37,500 upon the Rent Commencement Date.

                                    SERVICES

           6. As long as Tenant is not in default under this lease, Landlord
shall furnish the Demised Premises with heat and air-conditioning in the
respective seasons, and provide the Demised Premises with electricity for
lighting and usual office equipment, as set forth in Schedule "C".

                               LANDLORD'S REPAIRS

           7. Landlord, at its expense, will make all the repairs to and provide
the maintenance for the Demised Premises (excluding painting and decorating) and
for all public areas and facilities as set forth in Schedule "B", except such
repairs and maintenance as may be necessitated by the negligence, improper care
or use of such premises and facilities by Tenant, its agents, employees,
licensees or invitees, which will be made by Landlord at Tenant's expense.
Landlord shall give Tenant prior written notice of any repairs of  maintenance
performed at Tenant's cost, except in an emergency.

                                  WATER SUPPLY

           8. Landlord, at its expense, shall furnish hot and cold or tempered
water for lavatory purposes only.



                                      -6-


                                 PARKING FIELD

           9. Tenant shall have the right to use its proportionate share of
total number of spaces (of which, six (6) shall be designated as reserved) in
the parking area designated for tenants of the Building (hereinafter sometimes
referred to as "Building Parking Area") for the parking of automobiles of
Tenant, its employees and invitees therein, subject to the Rules and Regulations
now or hereafter adopted by Landlord. Tenant shall not use nor permit any of its
officers, agents or employees to use any parking spaces in excess of Tenant's
allotted number of spaces therein. Notwithstanding the foregoing, Tenant may
receive deliveries via van or box-truck but in no event shall Tenant receive
deliveries in the normal course of its business from any larger trucks (such as
tractor trailers); it being acknowledged, however, that from time to time the
nature of certain deliveries (such as the purchase of new equipment) may require
deliveries made by tractor trailer.

           10. Intentionally Omitted.

                            TAXES AND OTHER CHARGES

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

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





                                      -7-



Landlord, or (d) any other tax, levy, imposition, charge or license fee however
described or imposed; then all such taxes, levies, impositions, charges or
license fees or any part thereof, so measured or based, shall be deemed to be
Taxes.

                  (ii) "Base Year Taxes" shall be the Taxes actually due and
payable with respect to the 2003/2004 tax year.

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

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

         (B) The Tenant shall pay the Landlord increases in Taxes levied against
the Real Property as follows: If the Taxes actually due and payable with respect
to the Real Property in any Escalation Year shall be increased above the Base
Year Taxes, then the Tenant shall pay to the Landlord, as additional rent for
such Escalation Year, a sum equal to Tenant's Proportionate Share of said
increase ("Tenant's Tax Payment" or "Tax Payment").

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

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

         (E) Tenant shall not, without Landlord's prior written consent,
institute or maintain any action, proceeding or application in any court or body
or with any governmental authority for the purpose of changing the Taxes (a "Tax
Contest"). If, as a result of any Tax Contest, Landlord receives a refund of
Taxes




                                      -8-



attributable to any tax year or tax years occurring during the Term (including
the Base Year Taxes), then, provided Tenant had made full payment of Tenant's
Tax Payment for all affected Escalation Years, Landlord shall recalculate each
affected Tenant's Tax Payment Based upon the finally determined Taxes for each
affected tax year and deliver a revised Landlord's Statement to Tenant. If the
Tenant's Tax Payment on the revised Landlord's Statement exceeds the amount paid
by Tenant for the original Tenant's Tax Payment, then Tenant shall pay to
Landlord such excess, as additional rent, within fifteen (15) days of the
delivery of the revised Landlord's Statement. In the event that the amount paid
by Tenant for the original Tenant's Tax Payment exceeds the amount of the
revised Tenant's Tax Payment, then Landlord, at its option, shall either refund
such excess to Tenant, or credit such excess to Tenant towards a future payment
of Taxes. Landlord shall have the right to include in the calculation of Taxes
(for a subsequent tax year), or to deduct from any refund that may become due to
Tenant as a result of the Tax Contest, the costs and expenses incurred by
Landlord in instituting and prosecuting a Tax Contest hereunder.

         (F) Landlord's failure to render a Landlord's Statement with respect to
any Escalation Year shall not prejudice Landlord's right to render a Landlord's
Statement with respect to any Escalation Year. The obligations of Tenant under
the provisions of this Article with respect to any additional rent for any
Escalation Year shall survive the expiration or any sooner termination of the
Demised Term.

                                TENANT'S REPAIRS

         12. Tenant shall take good care of the Demised Premises and, subject to
the provisions of Article 7 hereof, Landlord at the expense of Tenant, shall
make as and when needed as a result of misuse or neglect by Tenant or Tenant's
servants, employees, agents or licensees, all repairs in and about the Demised
Premises necessary to preserve them in good order and condition. Notwithstanding
anything contained to the contrary in this Lease, in the event that, at any
time, a supplemental air conditioning unit or units service the Demised
Premises, Tenant shall, at its own cost and expense, maintain, repair and
replace, as necessary, such supplemental air conditioning unit or units (and all
of the components thereof). Accordingly, Tenant shall at all times obtain and
keep in full force and effect for the benefit of Landlord and Tenant with
Landlord's Building heating, ventilating and air conditioning contractor, a
service repair and maintenance contract




                                      -9-



with respect to such systems and components. A copy of such contract and each
renewal thereof shall upon issuance and thereafter not later than ten (10) days
prior to expiration be furnished to Landlord together with evidence of payment
therefore. Landlord shall use commercially reasonable efforts to  minimize the
interference caused to Tenant's business by the performance of any such repairs,
alterations, additions or improvements. However, except as provided in Article
24 hereof, there shall be no allowance to Tenant for the diminution of rental
value and no liability on the part of Landlord by reason of inconvenience,
annoyance or injury to business arising from Landlord, Tenant or others making
any repairs, alterations, additions or improvements in or to any portion of the
Building or of Demised Premises, or in or to the fixtures, appurtenances or
equipment thereof, and no liability upon Landlord for failure of Landlord or
others to make any repairs, alterations, additions or improvements in or to any
portion of the Building or of the Demised Premises, or in or to the fixtures,
appurtenances or equipment thereof.

                            FIXTURES & INSTALLATIONS

           13. All appurtenances, fixtures, improvements, additions and other
property attached to or built into the Demised Premises, whether by Landlord or
Tenant or others, and whether at Landlord's expense, or Tenant's expense, or the
joint expense of Landlord and Tenant, shall be and remain the property of
Landlord (except for purposes of sales tax which shall remain Tenant's
obligation). All movable personal property owned by Tenant and located within
the premises (collectively, "Tenant's Property") may be removed from the
premises by Tenant at any time during the Term. Tenant, before so removing
Tenant's Property, shall establish to Landlord's satisfaction that no structural
damage or change will result from such removal and that Tenant can and promptly
will repair and restore any damage caused by such removal without cost or charge
to Landlord. Any such repair and removal shall itself be deemed an Alteration
(as defined in Article 14 below) within the purview of this lease. Any Tenant's
Property for which Landlord shall have granted any allowance, contribution or
credit to Tenant shall, at Landlord's option, not be so removed. All the outside
walls of the Demised Premises including corridor walls and the outside entrance
doors to the Demised Premises, any balconies, terraces or roofs adjacent to the
Demised Premises, and any space in the Demised Premises used for shafts, stacks,
pipes, conduits, ducts or other building facilities, and the use thereof, as
well as access thereto in and through the Demised Premises for the purpose of
operation,




                                      -10-



maintenance, decoration and repair, are expressly reserved to Landlord, and
Landlord does not convey any rights to Tenant therein. Notwithstanding the
foregoing, Tenant shall enjoy full right of access to the Demised Premises
through the public entrances, public corridors and public areas within the
Building.

                                  ALTERATIONS

         14. (A) Tenant shall make no alterations, decorations, installations,
additions or improvements (hereinafter collectively referred to as
"Alterations") in or to the Demised Premises. Tenant may  make written request
to Landlord that certain Alterations be made to the Demised Premises, but all
such Alterations shall be performed, if at all, (i) in the reasonable
discretion of Landlord, except in the case of a proposed structural or exterior
Alteration which will be subject to the sole and absolute discretion of
Landlord, (ii) by Landlord or its designee and (iii) at the sole cost and
expense of Tenant. Any Alteration to be performed in, on or to the Demised
Premises shall be performed by Landlord (which term as used in this Article
14(A) shall be deemed to include Landlord and/or Landlord's contractor) and
Tenant shall pay Landlord for all costs and charges for such Alteration
(including, without limitation, the cost of any drawings, plans, layouts and/or
specifications prepared by Landlord or its consultants with respect to such
Alteration). Notwithstanding the foregoing, Tenant may hang pictures and other
wall hangings that do not require reinforcement without Landlord's consent.

         (B) In the event that Landlord, in its sole and absolute discretion,
permits Tenant to perform specific Alterations in lieu of Landlord or Landlord's
contractor (the "Permitted Alterations"), the following provisions shall apply:

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

                  (ii) With respect to all Permitted Alterations, architectural
and engineering plans and specifications prepared by and at the expense of
Tenant shall be submitted to Landlord for its prior written approval in
accordance with the following requirements:



                                      -11-



                  (a) With respect to any Permitted Alterations to be performed
by Tenant pursuant to this lease, Tenant shall, at its expense, furnish Landlord
with complete architectural, mechanical and electrical construction documents
for work to be performed by Tenant (the "Tenant's Plans"). All of the Tenant's
Plans shall: (x) be compatible with the Landlord's building systems and
specifications, (y) comply with all applicable laws and the rules, regulations,
requirements and orders of any and all governmental agencies, departments or
bureaus having jurisdiction, and (z) by fully detailed, including locations and
complete dimensions;

                  (b) Tenant's Plans shall be subject to approval by Landlord;

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

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

                  (e) Tenant may use any licensed architect or engineer to
prepare its plans and to file for permits. However, all such plans and permit
applications shall be subject to review, revision and approval by Landlord or
its architect;

                  (f) Tenant, at its expense, shall perform all work in
connection with all Permitted Alterations, in accordance with Tenant's Plans,
and such work shall be subject to Landlord's supervisory fee charge of 10% of
the cost thereof. In receiving



                                      -12-



such fee, Landlord assumes no responsibility for the quality or manner
(including, without limitation, the means, methods and/or techniques) in which
such work has been performed; and

           (g) Tenant agrees that it will not, either directly or indirectly,
use any contractors and/or labor and/or materials if the use of such contractors
and/or labor and/or materials would or will create any difficulty with other
contractors and/or labor engaged by Tenant or Landlord or others in the
construction, maintenance or operation of the Building or any part thereof.

           (iii) Tenant's Permitted Alterations shall be subject to the
following additional conditions: (a) the Permitted Alterations will not result
in a violation of, or require a change in, any Certificate of Occupancy
applicable to the Premises or the Building; (b) the outside appearance,
character or use of the Building shall not be affected; (c) no part of the
Building outside of the Premises shall be physically affected; (d) the proper
functioning of any mechanical and electrical system of the Building shall not be
affected.

           (iv) Tenant shall defend, indemnify and save harmless Landlord
against any and all mechanics' and other liens filed in connection with its
Permitted Alterations, repairs or installations, including the liens of any
conditional sales of, or chattel mortgages upon, any materials,, fixtures or
articles so installed in and constituting part of the Premises and against any
loss, cost, liability, claim, damage and expense, including reasonable counsel
fees, penalties and fines incurred in connection with any such lien, conditional
sale or chattel mortgage or any action or proceeding brought thereon. As a
condition precedent to Landlord's consent to the making by Tenant of Permitted
Alterations, Tenant agrees to obtain and deliver to Landlord, written and
unconditional waivers of mechanics' liens for all work, labor and services to be
furnished, signed by all contractors, subcontractors, materialmen and laborers
to become involved in such work.

           (v) Tenant, at its expense, shall procure the satisfaction, discharge
or bonding (where the lien is removed from the Real Property) of all such liens
within thirty (30) days of notice to Tenant of the filing of such lien against
the Premises or the Building. If Tenant shall fail to cause such lien to be
discharged within the aforesaid period, then, in addition to any other right or
remedy, Landlord may, but shall not be obligated to, discharge the same either
by paying the amount claimed to be due or by procuring the discharge of such
lien by deposit or by bonding proceedings, and in any such event Landlord shall
be entitled, if




                                      -13-

Landlord so elects, to compel the prosecution of an action for the foreclosure
of such lien by the lienor and to pay the amount of the judgment in favor of the
lienor with interest, costs and allowances. Any amount so paid by Landlord, and
all costs and expenses incurred by Landlord in connection therewith, together
with interest thereon at the maximum rate permitted by law from the respective
dates of Landlord's making of the payments or incurring of the cost and expense,
shall constitute additional rent and shall be paid on demand.

           (vi) Nothing in this lease contained shall be construed in any way as
constituting the consent or request of Landlord, expressed or implied, to any
contractor, subcontractor, laborer or materialman for the performance of any
labor or the furnishing of any material for any improvement, alteration or
repair of the Premises, nor as giving any right or authority to contract for the
rendering of any services or the furnishing of any materials that would give
rise to the filing of any mechanics' liens against the Premises.

           (C) Tenant shall not be permitted to make, or to engage a contractor
or artist to make, any Alterations, decorations, installations, additions or
other improvements ("Visual Alterations") which may be considered a work of
visual art of any kind, and/or which might fall within the protections of the
Visual Artists Rights Act of 1990 ("VARA") unless:

           (i) Tenant obtains, from each artist and/or contractor who will be
involved in said Visual Alteration, valid written waivers of such artist's
and/or contractor's rights under VARA in form and content reasonably acceptable
to Landlord; and

           (ii) Landlord consents to such Visual Alteration in writing.

           In the event that a claim is brought under VARA with respect to any
Visual Alteration performed in or about the Building by or at the request of
Tenant or Tenant's agents or employees, Tenant shall indemnify and hold harmless
Landlord against and from any and all such claims. If any action or proceeding
shall be brought against Landlord by reason of such claim under VARA, Tenant
agrees that Tenant, at its expense, will resist and defend such action or
proceeding and will employ counsel satisfactory to Landlord therefor, Tenant
shall also pay any and all damages sustained by Landlord as a result of such
claim, including, without limitation, attorney's fees and the cost to Landlord
of complying with VARA protections (which shall include damages sustained as a
result of Landlord's inability to remove Visual Alterations from the



                                      -14-


Premises). Failure of Tenant to strictly comply with the provisions of this
Article 14(C) shall be deemed a default under this lease, and Landlord shall be
entitled to pursue all appropriate remedies provided herein, as well as at law
or in equity. The provisions of this Article 14(C) shall survive the expiration
or sooner termination of this lease.

                              REQUIREMENTS OF LAW

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

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

           (C) Tenant shall keep or cause the Premises to be kept free of
Hazardous Materials (hereinafter defined). Without limiting the foregoing,
Tenant shall not cause or permit the Premises to be used to generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or process Hazardous Materials, except in compliance with all applicable
Federal, State and Local laws or regulations, nor shall Tenant cause or permit,
as a result of any




                                      -15-


intentional or unintentional act or omission on the part of Tenant or any person
or entity claiming through or under Tenant or any of their employees,
contractors, agents, visitors or licensees (collectively, "Related Parties"), a
release or Hazardous Materials onto the Premises or onto any other property.
Tenant shall comply with and ensure compliance by all Related Parties with all
applicable Federal, State and Local laws, ordinances, rules and regulations,
whenever and by whomever triggered, and shall obtain and comply with, and ensure
that all Related Parties obtain and comply with, any and all approvals,
registrations or permits required thereunder. With respect to Hazardous
Materials for which Tenant is responsible hereunder, Tenant shall (i) conduct
and complete all investigations, studies, samplings, and testing, and all
remedial removal and other actions necessary to clean up and remove such
Hazardous Materials, on, from, or affecting the Premises (a) in accordance with
all applicable Federal, State and Local laws, ordinances, rules, regulations,
policies, orders and directives, and (b) to the satisfaction of Landlord, and
(ii) defend, indemnify, and hold harmless Landlord, its employees, agents,
officers, and directors, from and against any claims, demands, penalties, fines,
liabilities, settlements, damages costs, or expenses of whatever kind or nature,
known or unknown, contingent or otherwise, arising out of, or in any way related
to, (a) the presence, disposal, release, or threatened release of such Hazardous
Materials which are on, from, or affecting the soil, water, vegetation,
buildings, personal property, persons, animals, or otherwise; (b) any personal
injury (including wrongful death) or property damage (real or personal) arising
out of or related to such Hazardous Materials; (c) any lawsuit brought
settlement reached, or government order relating to such Hazardous Materials;
and/or (d) any violation of laws, orders, regulations, requirements, or demands
of government authorities, or any policies or requirements of Landlord which are
based upon or in any way related to such Hazardous Materials, including, without
limitation, attorney and consultant fees, investigation and laboratory fees,
court costs, and litigation expenses. In the event this lease is terminated, or
Tenant is dispossessed, Tenant shall deliver the Premises to Landlord free of
any and all Hazardous Materials so that the conditions of the Premises shall
conform with all applicable Federal, State and Local laws, ordinances, rules or
regulations affecting the Premises. For purposes of this paragraph, "Hazardous
Materials" includes, without limitation, any flammable explosives, radioactive
materials, hazardous materials, hazardous wastes, hazardous or toxic substances,
or related materials defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et
seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C.
Sections 1801 et seq.), the Resource



                                      -16-


Conservation and Recovery Act, as amended (41 U.S.C. Sections 9601, et seq.),
and in the regulations adopted and publications promulgated pursuant thereto, or
any other Federal, State or Local environmental law, ordinance, rule, or
regulation. Tenant's obligations under this Article 15 shall survive the
expiration or earlier termination of the term of this lease.

                                  END OF TERM

           16. (A) Upon the expiration or other termination of the Term of this
lease, Tenant shall, at its own expense, quit and surrender to Landlord the
Demised Premises, broom clean, in good order and condition, ordinary wear, tear
and damage by fire or other insured casualty expected, and Tenant shall remove
all of its property and shall pay to Landlord the cost to repair all damage to
the Demised Premises or the Building occasioned by such removal. All fixtures,
and all paneling, partitions, railings, staircases and like installations,
installed in the Demised Premises at any time, either by Tenant or by Landlord
on Tenant's behalf, shall become the property of Landlord and shall remain upon
and be surrendered with the Premises unless Landlord elects to have such
installations removed at Tenant's expense, in which event, the same shall be
removed and the Demised Premises returned to its original condition prior to
expiration of the Term hereof, at Tenant's expense. Any property not removed
from the Premises shall be deemed abandoned by Tenant and may be retained by
Landlord, as its property, or disposed of in any manner deemed appropriate by
the Landlord. Notwithstanding the foregoing, in the event that Tenant employs
the use of any uninterrupted power supply system or any other battery-based
equipment, Tenant shall remove such equipment prior to the expiration of the
Term at its sole expense and in compliance with all applicable laws, rules and
regulations. Any expense incurred by Landlord in removing or disposing of such
property shall be reimbursed to Landlord by Tenant on demand. Tenant expressly
waives, for itself and for any person claiming through or under Tenant, any
rights which Tenant or any such person may have under Tenant, any rights which
Tenant or any such person may have under the provisions of Section 2201 of the
New York Civil Practice Law and Rules and of any successor law of like import
then in force, in connection with any holdover or summary proceeding which
Landlord may institute to enforce the foregoing provisions of this Article.
Tenant's obligation to observe or perform this covenant shall survive the
expiration or other termination of the Term of this lease. If the last day of
the Term of this lease or any renewal hereof falls on Sunday or a legal holiday,
this lease shall expire on the business day immediately preceding. Tenant's



                                      -17-


obligations under this Article 16 shall survive the Expiration Date or sooner
termination of this lease.

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

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

           (ii) be liable to Landlord for any payment or rent concession which
Landlord may be required to make to any tenant in order to induce such tenant
not to terminate an executed lease covering all or any portion of the Premises
by reason of the holdover by Tenant; and

           (iii) be liable to Landlord for any damages suffered by Landlord as
the result of Tenant's failure to surrender the Premises.

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

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

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

           (C) If at any time during the last month of the Term Tenant shall
have removed all or substantially all of Tenant's property from the Premises,
Landlord may, and Tenant hereby irrevocably grants to Landlord a license to,
immediately enter and alter, renovate and redecorate the Premises, without
elimination,



                                      -18-



diminution or abatement of Rent, or inucrring liability to Tenant for any
compensation, and such acts shall have no effect upon this lease.

                                QUIET ENJOYMENT

           17. Landlord covenants and agrees with Tenant that upon Tenant paying
the Rent and additional rent and observing and performing all the terms,
covenants and conditions on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the demised premises during the term of this
lease without hindrance or molestation by anyone claiming by or through
Landlord, subject, nevertheless, to the terms, covenants and conditions of this
lease including, but not limited to, Article 22.

                                     SIGNS

           18. (A) Except as set forth in the further provisions of this Article
18, Tenant shall not place any signs or lettering of any nature on or in any
window or on the exterior of the Building or elsewhere within the Demised
Premises such as will be visible from the street. Tenant shall not place any
sign or lettering in the public corridors or on the doors (except for Landlord's
standard name plaque).

           (B) Tenant shall have the right to erect a sign or signs (each, a
"Exterior Sign", collectively the "Exterior Signs") containing Tenant's
corporate name and/or logo above the two (2) exterior entrances leading
exclusively to the Demised Premises the Building and or Real Property subject to
Landlord's prior written consent as to form, content, location, materials and
composition, provided:

           (i) Tenant, at its sole cost and expense, secures all required
government permits and constructs the Exterior Signs in compliance with all
applicable regulations;

           (ii) Landlord, at Tenant's sole cost and expense, shall maintain and
make repairs to the Exterior Signs when necessary in Landlord's judgment;

           (iii) Tenant shall, upon expiration or sooner termination of the term
hereof, remove and dispose of the Exterior Signs in accordance with all
applicable laws, rules and regulations at



                                      -19-


Tenant's sole cost and expense, repairing the area upon which such Exterior Sign
was located so as to place same condition in the same condition that existed
prior to Tenant's erection of the Exterior Sign. In the event that Tenant shall
fail to so remove the Exterior Sign and make such repairs, then Landlord shall
have the option to do so at Tenant's sole cost and expense; and

           (iv) Tenant shall be responsible for the cost of all endorsements
required to be added to Landlord's insurance policies covering the Building and
the Real Property and all increases in the premiums for such insurance policies
that result from the erection, maintenance, repair and/or removal of the
Exterior Signs.

           (C) So long as Tenant leases and occupies not less than 8,215
rentable square feet of space in the Building, Tenant shall have the right to
have its name listed on the exterior monument sign at the Real Property. The
initial listing will be made at Landlord's expense and any subsequent changes by
Tenant shall be made at Tenant's expense.

           (D) Landlord's acceptance of any name for listing on the Exterior
Signs or the monument sign will not be deemed, nor will it substitute for,
Landlord's consent, as required by this lease, to any sublease, assignment or
other occupancy of the Demised Premises. This rights of Tenant under this
Article 18 are personal to Allion Health Care, Inc. and are non-transferable by
operation of law or otherwise.

                             RULES AND REGULATIONS

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



                                      -20-


                           RIGHT TO SUBLET OR ASSIGN

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

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

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

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

           (iv) That a duplicate original of said assignment or sublease shall
be delivered by certified mail to the Landlord at the address herein set forth
within ten (10) days from the said assignment or sublease and within one hundred
twenty (120) days of the date that Tenant first advises Landlord of the name and
address of the proposed subtenant or assignee, as required pursuant to
subparagraph (B) hereof:

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

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

           (vii) That, in the event Tenant shall request Landlord's consent to a
proposed assignment of this lease or proposed sublease of all or a portion of
the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable
attorney fees incurred by Landlord in processing such request.



                                      -21-



           (B) Notwithstanding anything contained in this Article 20 to the
contrary, no assignment or underletting shall be made by Tenant in any event
until Tenant has offered to terminate this lease as of the last day of any
calendar month during the Term hereof and to vacate and surrender the Demised
Premises to Landlord on the date fixed in the notice served by Tenant upon
Landlord (which date shall be prior to the date of such proposed assignment or
the commencement date of such proposed lease). Simultaneously with said offer to
terminate this lease, Tenant shall advise the Landlord, in writing, or the name
and address of the proposed assignee or subtenant, a reasonably detailed
statement of the proposed subtenant/assignee's business (which must be of a
character and use consistent with other tenants in the Building), reasonably
detailed financial references, and all the terms, covenants, and conditions of
the proposed sublease or assignment.

           (C) Tenant may, without the consent of Landlord, assign this lease to
an affiliated (i.e., a corporation 20% or more of whose capital stock is owned
by the same stockholders owning 20% or more of Tenant's capital stock), parent
or subsidiary corporation of Tenant or to a corporation to which it sells or
assigns all or substantially all of its assets or stock or with which it may be
consolidated or merged, provided such purchasing, consolidated, merged,
affiliated or subsidiary corporation shall, in writing, assume and agree to
perform all of the obligations of Tenant under this lease and it shall deliver
such assumption with a copy of such assignment to Landlord within ten (10) days
thereafter, and provided further that Tenant shall not be released or discharged
from any liability under this lease by reason of such assignment.

           (D) For purposes of this Article 20, (i) the transfer of a majority
of the issued and outstanding capital stock of any corporate tenant, or of a
corporate subtenant, or the transfer of a majority of the total equitable
ownership interests in any tenant or subtenant of another business form, however
accomplished, whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed an assignment of this lease, or of such
sublease, as the case may be; (ii) any person or legal representative of Tenant,
to whom Tenant's interest under this lease passes by operation of law or
otherwise, shall be bound by the provisions of this Article 20; and (iii) a
modification or amendment of a sublease shall be deemed a sublease.

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



                                      -22-


specific performance or injunction but in no event with recovery of damages.

           (F) Tenant shall not mortgage, pledge, hypothecate or otherwise
encumber its interest under this lease without Landlord's prior written consent.

           (G) Notwithstanding anything contained in this Article 20 to the
contrary, no assignment or underletting shall be made by Tenant to any brokerage
firm.

           (H) Without affecting any of its other obligations under this lease,
except with respect to any permitted assignment or subletting under Article
20(C) hereof, Tenant will pay Landlord as additional rent any sums or other
economic consideration, which (i) are due and payable to Tenant as a result of
any permitted assignment or subletting whether or not referred to as rentals
under the assignment or sublease (after deducting therefrom the reasonable costs
and expenses incurred by Tenant in connection with the assignment or subletting
in question provided such costs were approved by Landlord when it approved the
assignment or sublease); and (ii) exceed in total the sums which Tenant is
obligated to pay Landlord under this lease (prorated to reflect obligations
allocable to that portion of the Demised Premises subject to such assignment or
sublease), it being the express intention of the parties that Tenant shall not
in any manner whatsoever be entitled to any profit by reason of such sublease or
assignment. The failure or inability of the assignee or subtenant to pay rent
pursuant to the assignment or sublease in such a way as to reduce or delay
payment of amounts which are provided in the assignment or sublease approved by
Landlord.

           (I) Landlord agrees that it shall not unreasonably withhold its
consent to a subletting or assignment in accordance with the terms of this
Article 20. In determining reasonableness, there shall be taken into account the
character and reputation of the proposed subtenant or assignee, the specific
nature of the proposed subtenant's or assignee's business and whether same is in
keeping with other tenancies in the building; the financial standing of the
proposed subtenant or assignee; and the impact of all of the foregoing upon the
Building and the other tenants of Landlord therein. Landlord shall not be deemed
to have unreasonably withheld its consent if it refuses to consent to the
subletting or assignment to an existing tenant in any building which is owned by
Landlord or its affiliate or to a proposed subtenant or assignee with whom
Landlord is negotiating a lease or if at the time of


                                      -23-


Tenant's request, Tenant is in default, beyond applicable grace and notice
periods provided herein for the cure thereof, of any of the terms, covenants
and conditions of this lease to be performed by Tenant. At least thirty (30)
days prior to any proposed subletting or assignment, Tenant shall submit to
Landlord a written notice of the proposed subletting or assignment, which notice
shall contain or be accompanied by the following information:

           (i) the name and address of the proposed subtenant or assignee;

           (ii) the nature and character of the business of the proposed
subtenant or assignee and its proposed use of the premises to be demised;

           (iii) the most recent three (3) years of balance sheets and profit
and loss statements of the proposed subtenant or assignee or other financial
information satisfactory to Landlord; and

           (iv) such shall be accompanied by a copy of the proposed sublease or
assignment of lease.

           (J) Without limiting the right of Landlord to withhold its consent to
any proposed assignment of this lease or subletting of all or any portion of the
Demised Premises, Tenant specifically acknowledges and agrees that it and anyone
holding through Tenant shall not sublet or assign all or any portion of the
Demised Premises to any subtenant or assignee who will use the Demised Premises
or a portion thereof for any of the following designated uses nor for any other
use which is substantially similar to any one of the following designated uses:

           (i) federal, state or local governmental division, department or
agency which generates heavy public traffic, including, without limitation,
court, social security offices, labor department office, drug enforcement
agency, motor vehicle agency, postal service, military recruitment office;

           (ii) union or labor organization;

           (iii) office for the practice of medicine, dentistry or the rendering
of other health related services of a clinical nature;

           (iv) chemical or pharmaceutical company, provided, however, that the
use of the Premises as described in Article 4(A) and the subletting or
assignment to such a company which will use




                                      -24-



the premises only for executive, general and sales offices and waive the right
to conduct any research and development shall not be prohibited;

           (v) insurance claims office, including, but not limited to,
unemployment insurance or worker's compensation insurance; or

           (vi) brokerage firm.

                         LANDLORD'S ACCESS TO PREMISES

           21.(A) Landlord or Landlord's agents shall have the right to enter
and/or pass through the Demised Premises at all reasonable times on reasonable
notice, except in an emergency, to examine the same, and to show them to ground
lessors, prospective purchasers or grand lessees or mortgagees of the Building,
and to make such repairs, improvements or additions as Landlord may deem
necessary or desirable, and Landlord shall be allowed to take all material into
the upon and/or through said Demised Premises that may be required therefor.
During the twelve (12) months prior to the expiration of the Term of this
lease, or any renewal term, Landlord may exhibit the Demised Premises to
prospective tenants or purchasers at all reasonable hours and without
unreasonably interfering with Tenant's business. Notwithstanding anything
contained to the contrary herein, except in an emergency, Landlord shall not
enter the pharmacy area of the Demised Premises without giving Tenant at least
three (3) hours prior notice by telephone or other means in order to provide
Tenant the opportunity to have a representative present. Landlord shall use
commercially reasonable efforts to schedule all non-emergent entries during
normal business hours. If during an emergency Tenant shall not be personally
present to open and permit an entry into said premises at any time, when for any
reason an entry therein shall be necessary, Landlord or Landlord's agents may
enter the same by a master key, or forcibly, without rendering Landlord or such
agent liable therefor (if during such entry Landlord or Landlord's agents shall
accord reasonable care to Tenant's property).

           (B) Landlord shall also have the right, at any time, to change the
arrangement and/or location of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building,
provided, however, that Landlord shall make no change in the arrangement and/or
location of entrances or passageways or other public parts of the Building



                                      -25-


which will adversely affect in any material manner Tenant's use and enjoyment of
the Demised Premises. Landlord shall also have the right, at any time, to name
the Building, including, but not limited to, the use of appropriate signs and/or
lettering on any or all entrances to the Building is commonly known.

           (C) Neither this lease nor any use by Tenant shall give Tenant any
right or easement to the use of any door or passage or concourse connecting with
any other building or to any public conveniences, and the use of such doors and
passages and concourse and of such conveniences may be regulated and/or
discontinued at any time and from time to time by Landlord without notice to
Tenant. Landlord agrees, however, that it will not deprive Tenant of access to
the Demised Premises.

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

                                 SUBORDINATION

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



                                      -26-



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

           (C) Tenant shall, at any time and from time to time, within ten (10)
business days after Landlord's request therefor, execute and deliver to Landlord
a statement in writing (i) certifying that this lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full
force and effect as modified and stating the modification), (ii) certifying the
dates to which the Rent, additional rent and other charges have been paid in
advance, if any, (iii) stating whether or not to the best knowledge of the
signer or such certificate Landlord is in default in performance of any
covenant, agreement, term, provision or condition contained in this lease, and
if so, specifying each such default of which the signer may have knowledge, and
(iv) containing such other information as to the status of this lease as
Landlord shall reasonably request. Tenant hereby acknowledges that the statement
delivered pursuant hereto may be relied upon by any prospective purchaser or
lessee of the Real Property or any interest or estate therein, any mortgagee or
prospective mortgagee thereof, or any prospective assignee of any mortgage
thereof. If, in connection with obtaining financing for the Real Property, a
banking, insurance or other recognized institutional lender shall request
reasonable modifications in this lease as a condition to such financing, Tenant
will not unreasonably withhold, delay or defer its consent thereof, provided
that such modifications do not increase the obligations of Tenant hereunder or
materially adversely affect the leasehold interest hereby created. If, in
connection with such financing, such institutional lender shall require
financial information on the Tenant, Tenant shall promptly comply with such
request.

           (D) The Tenant covenants and agrees that if by reason of a default
under any underlying lease (including an underlying lease through which the
Landlord derives its leasehold estate in the premises), such underlying lease
and the leasehold estate of the Landlord in the premises demised hereby is
terminated, providing notice has been given to the Tenant and leasehold
mortgagee, the Tenant will attorn to the then holder of the reversionary
interest in the premises demised by this lease or to anyone who shall succeed to
the interest of the Landlord or to the lessee of a new underlying lease entered
into pursuant to the provisions of such



                                      -27-

underlying lease, and will recognize such holder and/or such lessee as the
Tenant's landlord of this lease. The Tenant agrees to execute and deliver, at
any time and from time to time, upon the request of the Landlord or of the
lessor under any such underlying lease, any instrument which may be necessary or
appropriate to evidence such attornment. The Tenant further waives the provision
of any statute or rule of law now or hereafter in effect which may give or
purport to give the Tenant any right of election to terminate this lease or to
surrender possession of the premises hereby in the event any proceeding is
brought by the lessor under any underlying lease to terminate the same, and
agrees that unless and until any such lessor, in connection with any such
proceeding, shall elect to terminate this lease and the rights of the Tenant
hereunder, this lease shall not be affected in any way whatsoever by any such
proceeding.

                      PROPERTY LOSS, DAMAGE REIMBURSEMENT

           23. (A) Landlord or its agents shall not be liable for any damages to
property of Tenant or of others entrusted to employees of the Building, except
to the extent arising from the negligence or willful misconduct of Landlord or
its agents. Landlord or its agents shall not be liable for the loss of or damage
to any property of Tenant by theft or otherwise. Landlord or its agents shall
not be liable for any injury or damage to persons or property resulting from
fire, explosion, falling plaster, steam, gas, electricity, electrical
disturbance, water, rain or snow or leaks from any part of the Building or from
the pipes, appliances or plumbing works or from the roof, street or subsurface
or from any other place or by dampness or by any other cause of whatsoever
nature, unless caused by or due to the negligence of Landlord, its agents,
servants or employees; nor shall Landlord or its agents be liable for any such
damage caused by other tenants or persons in the Building or caused by
operations in construction of any private, public or quasi-public work; nor
shall Landlord be liable for any latent defect in the Demised Premises or in the
Building. If at any time any windows of the Demised Premises are temporarily
closed or darkened incident to or for the purpose of repairs, replacements,
maintenance and/or cleaning in, on, to or about the Building or any part or
parts thereof, Landlord shall not be liable for any damage Tenant may sustain
thereby and tenant shall not be entitled to any compensation therefor nor
abatement of rent nor shall the same release Tenant from its obligations
hereunder nor constitute an eviction. Tenant shall reimburse and compensate
Landlord as additional rent for all expenditures (including,



                                      -28-



without limitation, reasonable attorneys' fees) made by, or damages or fines
sustained or incurred by, Landlord due to non-performance or non-compliance with
or breach or failure to observe any term, covenant or condition of this lease
upon Tenant's part to be kept, observed, performed or complied with. Tenant
shall give immediate notice to Landlord in case of fire, or accidents in the
Demised Premises or in the Building or of defects therein or in any fixtures or
equipment.

                               TENANT'S INDEMNITY

           (B) Tenant shall indemnify and save harmless Landlord against and
from any and all claims by or on behalf of any person or persons, firm or firms,
corporation or corporations (including Landlord) arising from Tenant's conduct
or management of or from any work or other thing whatsoever done relating to
TeEnant's occupancy of the Demised Premises (other than by Landlord or its
contractors or the agents or employees of either) in and on the Demised Premises
during any period of occupancy by Tenant including, without limitation, the Term
of this lease and during the period of time, if any, prior to the specified
commencement date that Tenant may have been given access to the Demised Premises
for the purpose of making installations, and will further indemnify and save
harmless Landlord against and from any and all claims or losses arising from any
condition of the Demised Premises or Tenant's occupancy thereof due to or
arising from any act or omissions or negligence of Tenant or any of its agents,
contractors, servants, employees, licensees or invitees and against and from all
costs, expenses, and liabilities incurred in connection with any such claim or
loss or action or proceeding brought thereon (including reasonable attorney fees
and costs); and in case any action or proceeding be brought against Landlord by
reason of any such claim or loss, Tenant, upon notice from Landlord, agrees that
Tenant, at Tenant's expense, will resist or defend such action or proceeding and
will employ counsel therefor reasonably satisfactory to Landlord. Tenant's
obligations under this Article 23(B) shall survive the expiration or earlier
termination of the Term of this lease.

                     DESTRUCTION -- FIRE OR OTHER CASUALTY

           24. (A) If the Premises or any part thereof shall be damaged by fire
or other casualty and Tenant gives prompt notice thereof to Landlord, Landlord
shall proceed with reasonable




                                      -29-



diligence to repair or cause to be repaired such damage. The Rent shall be
abated to the extent that the Premises shall have been rendered untenantable,
such abatement to be from the date of such damage or destruction to the date the
Premises shall be substantially repaired or rebuilt, in proportion which the
area of the part of the Premises so rendered untenantable bears to the total
area of the Premises.

           (B) If the Premises shall be totally damaged or rendered wholly
untenantable by fire or other casualty, and Landlord has not terminated this
lease pursuant to Subsection (C) and Landlord has not completed the making of
the required repairs and restored and rebuilt the Premises and/or access thereto
within twelve (12) months from the date of such damage or destruction, and such
additional time after such date (but in no event to exceed six (6) months) as
shall equal the aggregate period Landlord may have been delayed in doing so by
unavoidable delays or adjustment of insurance, Tenant may serve notice on
Landlord of its intention to terminate this lease, and, if within thirty (30)
days thereafter Landlord shall not have completed the making of the required
repairs and restored and rebuilt the Premises, this lease shall terminate on the
expiration of such thirty (30) day period as if such termination date were the
Expiration Date, and the Rent and additional rent shall be apportioned as of
such date and any prepaid portion of Rent and additional rent for any period
after such date shall be refunded by Landlord to Tenant.

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

           (D) Landlord shall not be liable for any inconvenience or annoyance
to Tenant or injury to the Business of Tenant resulting in any way from such
damage by fire or other casualty or the repair



                                      -30-



thereof. Landlord will not carry insurance of any kind on Tenant's property, and
Landlord shall not be obligated to repair any damage thereto or replace the
same.

           (E) This lease shall be considered an express agreement governing any
case of damage to or destruction of the Building or any part thereof by fire or
other casualty, and Section 227 of the Real Property Law of the State of New
York providing for such a contingency in the absence of such express agreement,
and any other law of like import now or hereafter enacted, shall have no
application in such case.

                                   INSURANCE

           25. (A) Tenant shall not do anything, or suffer or permit anything to
be done, in or about the Premises which shall (i) invalidate or be in conflict
with the provisions of any fire or other insurance policies covering the
Building or any property located therein, or (ii) result in a refusal by fire
insurance companies of good standing to insure the Building or any such property
in amounts reasonably satisfactory to Landlord, or (iii) subject Landlord to any
liability or responsibility for injury to any person or property by reason of
any activity being conducted in the Premises or (iv) cause any increase in the
fire insurance rates applicable to the Building or equipment or other property
located therein at the beginning of the Term or at any time thereafter. Tenant,
at Tenant's expense, shall comply with all rules, orders, regulations or
requirements of the New York Board of Fire Underwriters and the New York Fire
Insurance Rating Organization or any similar body.

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

           (C) In the event that any dispute should arise between Landlord and
Tenant concerning insurance rates, a schedule or make up of insurance rates for
the Building or the Premises, as the case may be, issued by the New York Fire
Insurance Rating Organization or other similar body making rates for fire
insurance and extended






                                      -31-



coverage for the Premises concerned, shall be conclusive evidence of the facts
therein stated and of the several items and charges in the fire insurance rates
with extended coverage then applicable to such Premises.

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

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

           (F) Each party agrees to use its best efforts to include in each of
its insurance policies (insuring the Building and Landlord's property therein,
in the case of Landlord, and insuring Tenant's property, in the case of Tenant,
against loss, damage or destruction by fire or other casualty) a waiver of the
insurer's right of subrogation against the other party, or if such waiver should
be unobtainable or unenforceable (i) an express agreement




                                      -32-


that such policy shall not be invalidated if the insured waives or has waived
before the casualty, the right of recovery against any party responsible for a
casualty covered by the policy, or (ii) any other form of permission for the
release of the other party, or (iii) the inclusion of the other party as an
additional insured, but not a party to whom any loss shall be payable. If such
waiver, agreement or permission shall not be, or shall cease to be, obtainable
without additional charge or at all, the insured party shall so notify the other
party promptly after learning thereof. In such case, if the other party shall
agree in writing to pay the insurer's additional charge therefor, such waiver,
agreement or permission shall be included in the policy, or the other party
shall be named as an additional insured in the policy, but not a party to whom
any loss shall be payable. Each such policy which shall so name a party hereto
as an additional insured shall contain, if obtainable, agreements by the insurer
that the policy will not be cancelled without at least twenty (20) days prior
notice to both insureds and that the act or omission of one insured will not
invalidate the policy as to the other insured.

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

           (H) As long as Tenant's fire insurance policies then in force include
the waiver of subrogation or agreement or permission to release liability
referred to in Subsection (F), or name the Landlord as an additional insured,
Tenant hereby waives (and agrees to cause any other permitted occupants of the
Premises to execute and deliver to Landlord written instruments waiving ) any
right of recovery against Landlord, any other tenants or occupants of the
Building, and any servants, employees, agents or contractors of Landlord or of
any such other tenants or occupants, for any loss occasioned by fire or other
casualty which is an insured risk under such policies. In the event that at any
time Tenant's fire insurance carriers shall not include such or similar
provisions in Tenant's fire insurance policies, the waiver set forth in the



                                      -33-



foregoing sentence shall, upon notice given by Tenant to Landlord, be deemed of
no further force of effect with respect to any insured risks under such policy
from and after the giving of such notice. During any period while the foregoing
waiver of right of recovery is in effect, Tenant, or any other permitted
occupant of the Premises, as the case may be, shall look solely to the proceeds
of such policies to compensate Tenant or such other permitted occupant for any
loss occasioned by fire or other casualty which is an insured risk under such
policies.

           (I) If Tenant shall decide not to insure for (or to self-insure or
co-insure part of any loss for) business interruption and/or if Tenant shall at
any time fail to maintain property insurance as, and to the extent, required
under Subsection (D) above, Tenant hereby releases Landlord from all loss or
damage which could have been covered by such insurance if Tenant had maintained
such insurance. In no event, however, shall the foregoing clause increase the
liability Landlord may otherwise have under this Lease for such loss or damage.

                                 EMINENT DOMAIN

           26. (A) In the event that the whole of the Demised Premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use,
this lease and the Term and estate hereby granted shall forthwith cease and
terminate as of the date of vesting of title. In the event that only a part of
the Demised Premises shall be so condemned or taken, then effective as of the
date of vesting of title, the Rent hereunder shall be abated in an amount
thereof apportioned according to the area of the Demised Premises so condemned
or taken. In the event that only a part of the Building shall be so condemned or
taken, then (i) Landlord (whether or not the Demised Premises be affected) may,
at its option, terminate this lease and the Term and estate hereby granted as of
the date of such vesting of title by notifying Tenant in writing of such
termination within sixty (60) days following the date on which Landlord shall
have received notice of vesting of title, and (ii) if such condemnation or
taking shall be of a substantial part of the Demised Premises or a substantial
part of the means of access thereto, Tenant shall have the right, by delivery of
notice in writing to Landlord within sixty (60) days following the date on which
Tenant shall have received notice of vesting of title, to terminate this lease
and the Term and estate hereby granted as of the date of vesting of title, or
(iii) if neither Landlord nor Tenant elects to terminate this lease, as
aforesaid, this lease shall be and remain unaffected by such



                                      -34-


condemnation or taking, except that the Rent shall be abated to the extent, if
any, hereinabove provided in this Article 26. In the event that only a part of
the Demised Premises shall be so condemned or taken and this lease and the Term
and estate hereby granted are not terminated as hereinbefore provided, Landlord
will, at its expense, restore the remaining portion of the Demised Premises as
nearly as practicable to the same condition as it was in prior to such
condemnation or taking.

           (B) In the event of a termination in any of the cases hereinabove
provided, this lease and the Term and estate granted shall expire as of the date
of such termination with the same effect as if that were the date hereinbefore
set for the expiration of the Term of this lease, and the Rent hereunder shall
be apportioned as of such date.

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

                            NONLIABILITY OF LANDLORD

           27. (A) If Landlord or a successor in interest is an individual
(which term as used herein includes aggregates of individuals, such as joint
ventures, general or limited partnerships or associations), such individual
shall be under no personal liability with respect to any of the provisions of
this lease. In no event shall Tenant attempt to secure any personal judgment
against any such individual or any partner, employee or agent of Landlord by
reason of such default by Landlord.

           (B) If Landlord is in breach or default with respect to its
obligations under this lease, Tenant shall look solely to the equity of such
individual in the land and Building of which the Demised Premises form a part
for the satisfaction of Tenant's remedies. The word "Landlord" as used herein
means only the owner



                                      -35-



of the Landlord's interest for the time being in the land and Building (or the
owners of a lease of the Building or of the land and Building) of which the
Premises form a part, and in the event of any sale of the Building and Land of
which the Demised Premises form a part, Landlord shall be and hereby is entirely
freed and relieved of all covenants and obligations of Landlord hereunder and,
it shall be deemed and construed without further agreement between the parties
or between the parties and the purchaser of the Premises, that such purchaser
has assumed and agreed to carry out any and all covenants and obligations of
Landlord hereunder.

                                    DEFAULT

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

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

           (ii) If Tenant shall default in the observance or performance of any
term, covenant or condition of this lease on Tenant's part to be observed or
performed (other than the covenants for the payment of Rent and additional rent)
and Tenant shall fail to remedy such default within thirty (30) days after
notice by Landlord to Tenant of such default, or if such default is of such a
nature that it cannot be completely remedied within said period of thirty (30)
days and Tenant shall not commence within said period of thirty (30) days, or
shall not thereafter diligently prosecute to completion, all steps necessary to
remedy such default; or

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



                                      -36-


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


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

           (iv) If the Demised Premises shall become vacant, deserted or
abandoned for a period of thirty (30) consecutive days; or

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

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


           (B) If, at any time (i) Tenant shall be comprised of two (2) or more
persons, or (ii) Tenant's obligations under this lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
lease shall have been assigned, the word "Tenant", as used in subsection (iii)
and (iv) of Section 28(A), shall be deemed to mean any one or more of the
persons primarily or secondarily liable for Tenant's obligations under this
lease. Any monies received by Landlord from or on behalf of Tenant


                                      -37-



during the pendency of any proceeding of the types referred to in said
subsections (iii) and (iv) shall be deemed paid as compensation for the use and
occupation of the Demised Premises and the acceptance of such compensation by
Landlord shall not be deemed an acceptance of Rent or a waiver on the part of
Landlord of any rights under Section 28 (A).

                             TERMINATION OF DEFAULT

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

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

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



                                      -38-



liability under this lease or otherwise affecting any such liability.


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


                                    DAMAGES

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


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

           (ii) Tenant shall also be liable for and shall pay to Landlord, as
damages, any deficiency (referred to as "Deficiency") between the Rent and
additional rent reserved in this lease for the period which otherwise would have
constituted the unexpired portion of the Demised Term and the net amount, if
any, of rents collected under any reletting effected pursuant to the provisions
of Section


                                      -39-


           29(A) for any part of such period (first deduction from the rents
collected under any such reletting all of Landlord's expenses in connection with
the termination of this lease or Landlord's re-entry upon the Demised Premises
and with such reletting including, but not limited to, all repossession costs,
brokerage commissions, legal expenses, attorneys' fees, alteration costs and
other expenses of preparing the Demised Premises for such reletting). Any such
Deficiency shall be paid in monthly installments by Tenant on the days specified
in this lease for payment of installations of Rent. Landlord shall be entitled
to recover from Tenant each monthly Deficiency as the same shall arise, and no
suit to collect the amount of the Deficiency for any month shall prejudice
Landlord's rights to collect the Deficiency for any subsequent month by a
similar proceeding; and


           (iii) At any time after the Demised Term shall have expired and come
to an end or Landlord shall have re-entered upon the Demised 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 Rent and additional rent
reserved in this lease for the period which otherwise would have constituted the
unexpired portion of the Demised Term exceeds the then fair and reasonable
rental value of the Demised Premises for the same period, both discontinued to
present worth at the rate of four (4%) per cent per annum. If, before
presentation of proof of such liquidated damages to any court, commission, or
tribunal, the Demised Premises, or any part thereof, shall have been relet by
Landlord for the period which otherwise would have constituted the unexpired
portion of the Demised Term, or any part thereof, the amount of 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 Demised Premises so relet during
the term of the reletting.

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


                                      -40-


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

                               SUMS DUE LANDLORD

           31. If Tenant shall default (except in an emergency, beyond the
notice and cure period provided herein, if any) in the performance of any
covenants on Tenant's part to be performed under this lease, Landlord may
immediately, or at anytime thereafter, without notice, and without thereby
waiving such default, perform the same for the account of Tenant and at the
expense of Tenant. If Landlord at any time is compelled to pay or elects to pay
any sum of money, or do any act which will require the payment of any sum of
money by reason of the failure of Tenant to comply with any provision hereof,
or, if Landlord is compelled to or elects to incur any expense, including
reasonable attorneys' fees, instituting, prosecuting, and/or defending any
action or proceeding instituted by reason of any default of Tenant hereunder,
the sum or sums so paid by Landlord, with all interest, costs and damages, shall
be deemed to be additional rent hereunder and shall be due from Tenant to
Landlord on the first day of the month following the incurring of such
respective expenses or, at Landlord's option, on the first day of any subsequent
month. Any sum of money (other than rent) accruing from Tenant to Landlord
pursuant to any provisions of this lease, including, but not limited to, the
provisions of Schedule C and extra work orders requested by Tenant, whether
prior to or after the Rent Commencement Date, may, at Landlord's option, be
deemed additional rent, and Landlord shall have the same remedies for Tenant's
failure to pay any item of additional rent when due as for Tenant's failure to
pay any installment of Rent when due. Tenant's obligations under this Article
shall survive the expiration or sooner termination of the Demised Term. In any
case in which the Rent or additional rent is not paid within (10) days of the
day when same is due, Tenant shall pay a late charge equal to 8-1/2 cents for
each dollar so due. Notwithstanding the foregoing, the late fee set forth above
shall not apply with respect to the first late payment by Tenant in any Lease
Year, provided that such payment is eventually made within thirty (30) days of
notice that same is overdue. This late payment charge is intended to compensate
Landlord for its additional administrative costs resulting from Tenant's failure
to



                                      -41-



pay in a timely manner and has been agreed upon by Landlord and Tenant as a
reasonable estimate of the additional administrative costs that will be incurred
by Landlord as a result of Tenant's failure as the actual cost in each instance
is extremely difficult, if not impossible, to determine. This late payment
charge will constitute liquidated damages and will be paid to Landlord together
with such unpaid amounts. The payment of this late payment charge will not
constitute a waiver by Landlord of any default by Tenant under this lease. In
addition, Tenant shall reimburse Landlord for any and all reasonable attorney
fees incurred by Landlord in connection with the preparation, review,
negotiation and/or consummation of any amendment, modification, agreement or
other understanding made at the request of, or as an accommodation to, Tenant
with respect to this lease.

                                   NO WAIVER

           32. No act or thing done by Landlord or Landlord's agents during the
term hereby demised shall be deemed an acceptance of a surrender of said Demised
Premises, and no agreement to accept such surrender shall be valid unless in
writing signed by Landlord. No employee of Landlord or of Landlord's agents
shall have any power to accept the keys of the Demised Premises prior to the
termination of this lease. The delivery of keys to any employee of Landlord or
of Landlord's agents shall not operate as a termination of this lease or a
surrender of the Demised Premises. In the event Tenant shall at any time desire
to have Landlord underlet the Demised Premises for Tenant's account, Landlord or
Landlord's agents are authorized to receive said keys for such purposes without
releasing Tenant from any of the obligations under this lease, and Tenant hereby
relieves Landlord of any liability for loss of or damage to any of Tenant's
effects in connection with such underletting. The failure of Landlord to seek
redress for violation of, or to insist upon the strict performance of, any
covenants or conditions of this lease, or any of the Rules and Regulations
annexed hereto and made a part hereof or hereafter adopted by Landlord, shall
not prevent a subsequent act, which would have originally constituted a
violation, from having all the force and effect of an original violation. The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach. The failure of Landlord to
enforce any of the Rules and Regulations annexed hereto and made a part hereof,
or hereafter adopted, against Tenant and/or any other tenant in the Building
shall not be deemed a waiver of any such Rules and Regulations. No provision of
this lease shall be deemed to have been waived by Landlord, unless such waiver
be in writing signed by



                                      -42-


Landlord. No payment by Tenant or receipt by Landlord of a lesser amount then
the monthly Rent herein stipulated shall be deemed to be other than on account
of the earliest stipulated Rent nor shall any endorsement or statement on any
check or any letter accompanying any check or payment of Rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice or Landlord's right to recover the balance of such Rent or pursue any
other remedy in this lease provided.

                            WAIVER OF TRIAL BY JURY

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

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

                                    NOTICES

           34. Except as otherwise expressly provided in this lease, any bills,
statements, notices, demands, requests or other communications (other than
bills, statements or notices given in the regular course of business) given or
required to be given under this lease shall be effective only if rendered or
given in writing, sent by registered or certified mail (return receipt
requested), addressed (A) to Tenant, to the attention of Tenant's Chief
Financial Officer, (i) at Tenant's address set forth in this lease if mailed
prior to Tenant's taking possession of the Demised



                                      -43-



Premises, or (ii) at the Building if mailed subsequent to Tenant's taking
possession of the Demised Premises, of (iii) at any place where Tenant or any
agent or employee of Tenant may be found if mailed subsequent to Tenant's
vacating, deserting, abandoning or surrendering the Demised Premises, or (B) to
Landlord, to the attention of the "Vice President and Legal Counsel -- Real
Estate," at Landlord's address set forth in this lease, or (C) addressed to such
other address as either Landlord or Tenant may designate as its new address for
such purpose by notice given to the other in accordance with the provisions of
this Article. Any such bills, statements, notices, demands, request or other
communications shall be deemed to have been rendered or given on the date when
it shall have been delivered or rejected.

                              INABILITY TO PERFORM

           35. (A) If, by reason of strikes or other labor disputes, fire or
other casualty (or reasonable delays in adjustment of insurance), accidents,
orders or regulations of any Federal, State, County or Municipal authority, or
any other cause beyond Landlord's reasonable control, whether or not such other
cause shall be similar in nature to those hereinbefore enumerated, Landlord is
unable to furnish or is delayed in furnishing any utility or service required to
be furnished by Landlord under the provisions of this lease or any collateral
instrument or is unable to perform or make or is delayed in performing or making
any installations, decorations, repairs, alterations, additions or
improvements, whether or not required to be performed or made under this lease,
or under any collateral instrument or is unable to fulfill or is delayed in
fulfilling any of Landlord's other obligations under this lease, or any
collateral instrument, no such inability or delay shall constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under this
lease, or impose any liability upon Landlord or its agents, by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business, or otherwise.

                            INTERRUPTION OF SERVICE

           (B) Landlord reserves the right to stop the services of the air
conditioning, elevator, escalator, plumbing, electrical or other mechanical
systems or facilities in the Building when necessary by reason of accident or
emergency, or for repairs,



                                      -44-


alterations or replacements, which, in the judgment of Landlord are desirable or
necessary, until such repairs, alterations or replacements shall have been
completed. The exercise of such rights by Landlord shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this lease, or impose any liability upon Landlord or its agents by reason
of inconvenience or annoyance to Tenant, or injury to or interruption of
Tenant's business or otherwise.

                       CONDITIONS OF LANDLORD'S LIABILITY

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

           (ii) If landlord shall be unable to give possession of the Demised
Premises on any date specified for the commencement of the term by reason of the
fact that the Premises have not been sufficiently completed to make the Premises
ready for occupancy, or for any other reason, Landlord shall not be subject to
any liability for the failure to give possession on said date, nor shall such
failure in any way affect the validity of this lease or the obligations of
Tenant hereunder.

                           TENANT'S TAKING POSSESSION

           (D) (i) Tenant, by entering into occupancy of the Premises, shall be
conclusively deemed to have agreed that Landlord, up to the time of such
occupancy has performed all of its obligations hereunder and that the Premises
were in satisfactory condition as of the date of such occupancy, unless within
ten (10) days after the such date Tenant shall have given written notice to
Landlord specifying the respects in which the same were not in such condition.

           (ii) If Tenant shall use or occupy all or any part of the Demised
Premises for the conduct of business prior to the Rent Commencement Date, such
use or occupancy shall be deemed to be under all of the terms, covenants and
conditions of this lease,



                                      -45-



including the covenant to pay rent for the period from the commencement of said
use or occupancy to the Rent Commencement Date.

                              SUBSTITUTED PREMISES

           36. If the Demised Premises consists of 2,500 rentable square feet or
less, Landlord shall have the right at any time, upon giving Tenant not less
than sixty (60) days' notice in writing, to provide and furnish Tenant with
space elsewhere in the Building of approximately the same size as the Premises
and to place Tenant in such space. The size of any substituted premises shall
not differ from the size of the Premises by more than ten (10%) percent. If the
total square footage of the new space should exceed the total of the original
Premises, Tenant's Rent and Tenant's percentage of the Building share shall be
increased proportionately. If, however, such total square footage shall be less,
Tenant's Rent and Tenant's percentage of the Building shall be decreased
proportionately. In the event of any such relocation of Tenant, Landlord shall
pay the reasonable cost of Tenant's moving which are actually incurred,
provided, however, Tenant shall not be entitled to any compensation for damages
for any interference with or interruption of its business during or resulting
from such relocation. If Tenant shall notify Landlord within ten (10) days of
receipt of notice from Landlord as required above that Tenant does not want to
relocate to the new space, Landlord may, at its option, cancel this lease by
sending written notice thereof to Tenant, and upon the date specified in
Landlord's notice thereof to Tenant, and upon the date specified in Landlord's
notice the term of this Lease shall expire as fully and completely as if such
date were the date set forth above for the termination of this lease and there
shall be no liability between the parties except such liability accruing up to
the date of termination of this lease. If Landlord moves Tenant to such new
space, this lease and each and all of its terms, covenants and conditions shall
remain in full force and effect and be deemed applicable to such new space, and
such new space shall thereafter be deemed to be the "Premises."

                                ENTIRE AGREEMENT

           37. This lease (including the Schedules and Exhibits annexed hereto)
contains the entire agreement between the parties and all prior negotiations and
agreements are merged herein. Tenant hereby acknowledges that neither Landlord
nor Landlord's agent or representative has made any representations or
statements, or




                                      -46-



promises, upon which Tenant has relied, regarding any matter or thing relating
to the Building, the land allocated to it (including the parking area) or the
Demised Premises, or any other matter whatsoever, except as is expressly set
forth in this lease, including, but without limiting the generality of the
foregoing, any statement, representation or promise as to the fitness of the
Demised Premises for any particular use, the services to be rendered to the
Demised Premises, or the prospective amount of any item of additional rent. No
oral or written statement, representation or promise whatsoever with respect to
the foregoing or any other matter made by Landlord, its agents or any broker,
whether contained in an affidavit, information circular, or otherwise, shall be
binding upon the Landlord unless expressly set forth in this lease. No rights,
easements or licenses are or shall be acquired by Tenant by implication or
otherwise unless expressly set forth in this lease. This lease may not be
changed, modified or discharged, in whole or in part, orally, and no executory
agreement shall be effective to change, modify or discharge, whole or in part,
this lease or any obligations under this lease, unless such agreement is set
forth in a written instrument executed by the party against whom enforcement of
the change, modification or discharge is sought. All references in this lease to
the consent or approval of Landlord shall be deemed to mean the written consent
of Landlord, or the written approval of Landlord, as the case may be, and no
consent or approval of Landlord shall be effective for any purpose unless such
consent or approval is set forth in a written instrument executed by Landlord.
Landlord and Tenant understand, agree and acknowledge that this lease has been
freely negotiated by both parties and 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 and 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 hereof.

           Tenant shall not record this lease (nor a memorandum thereof). In the
event that Tenant violates this prohibition against recording, Landlord, at its
options, may terminate this lease or may declare Tenant in default under this
lease and pursue any or all of Landlord's remedies provided in this lease.

                                  DEFINITIONS

           38. The words "re-enter," "re-entry," and "re-entered" as used in
this lease are not restricted to their technical legal meanings. The term
"business days" as used in this lease shall



                                      -47-


exclude Saturdays (except such portion thereof as is covered by specific hours
in Article 6 hereof), Sundays and all days observed by the State or Federal
Government as legal holidays. The terms "person" and "persons" as used in this
lease shall be deemed to include natural persons, firms, corporations,
partnerships, associations and any other private or public entities, whether any
of the foregoing are acting on their behalf or in a representative capacity. The
various terms which are defined in other Articles of this lease or are defined
in Schedules or Exhibits annexed hereto, shall have the meanings specified in
such other Articles, Exhibits and Schedules for all purposes of this lease and
all agreements supplemental thereto, unless the context clearly indicates the
contrary.

                               PARTNERSHIP TENANT

           39. If Tenant is a partnership (or is comprised of two (2) or more
persons, individually or as co-partners of a partnership) or if Tenant's
interest in this lease shall be assigned to a partnership (or to two (2) or more
persons, individually or as co-partners of a partnership) pursuant to Article 20
(any such partnership and such persons are referred to in this Section as
"Partnership Tenant"), the following provisions of this Section shall apply to
such Partnership Tenant: (a) the liability of each of the parties comprising
Partnership Tenant shall be joint and several, and (b) each of the parties
comprising Partnership Tenant hereby consents in advance to, and agrees to be
bound by, any modifications of this lease which may hereafter be made, and by
any notices, demands, requests or other communications which may hereafter be
given, by Partnership Tenant or by any of the parties comprising Partnership
Tenant, and (c) any bills, statements, notices, demands, requests and other
communications given or rendered to Partnership Tenant or to any of the parties
comprising Partnership Tenant shall be deemed given or rendered to Partnership
Tenant and to all such parties and shall be binding upon Partnership Tenant and
all such parties, and (d) if Partnership Tenant shall admit new partners, all of
such new partners shall, by their admission to Partnership Tenant, be deemed to
have assumed performance of all of the terms, covenants and conditions of this
lease on Tenant's part to be observed and performed, and (e) Partnership Tenant
shall give prompt notice to Landlord of the admission of any such new partners,
and upon demand of Landlord, shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord, wherein each
such new partner shall assume performance of all of the terms, covenants and
conditions of this lease on Tenant's part to be



                                      -48-

observed and performed (but neither Landlord's failure to request any such
agreement nor the failure of any such new partner to execute or deliver any such
agreement to Landlord shall vitiate the provisions of subdivision (d) of this
Section).

                           SUCCESSORS, ASSIGNS, ETC.

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

                                     BROKER

           41. Tenant represents that this lease was brought about by Xxxxxx &
Xxxxxxx as broker (the "Broker") and all negotiations with respect to this lease
were conducted exclusively with the Broker. Tenant agrees that if any claim is
made for commissions by any other broker through or on account of any acts of
Tenant, Tenant will hold Landlord free and harmless from any and all liabilities
and expenses in connection therewith, including Landlord's reasonable attorney's
fees. With respect to the foregoing, in the event Tenant elects to use any
broker (the "New Broker") other than or together with the Broker in connection
with the extension of this lease (whether by way of a renewal option or a
separate extension agreement), Landlord shall be responsible for the commission
due and owing to the Broker in connection with such extension and Tenant shall
be responsible for (and indemnify Landlord against) the commission claimed by
the New Broker and any liabilities and expenses, including reasonable attorney
fees, incurred by Landlord with respect thereto.


                                    CAPTIONS

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




                                      -49-




                              NOTICE OF ACCIDENTS


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


                       TENANT'S AUTHORITY TO ENTER LEASE

     44. In the event that the Tenant hereunder is a corporation, Tenant
represents that the officer or officers executing this lease have the requisite
authority to do so. Tenant agrees to give Landlord written notice of any
proposed change in the ownership of the majority of the outstanding capital
stock of Tenant or any change in the ownership of the majority of the assets of
Tenant. Failure of Tenant to give the notice provided for in the preceding
sentence shall be deemed a non-curable default by Tenant pursuant to this lease
(that is, a default which has already extended beyond the applicable grace
period, if any, following notice from Landlord), giving Landlord the right, at
its option, to cancel and terminate this lease or to exercise any and all other
remedies available to Landlord hereunder or as shall exist at law or in equity.

                               LANDLORD'S CONSENT

     45. Subject to the provisions of Article 20 hereof, and except with respect
to or in connection with any proposed Alteration or following an Event of
Default by Tenant, and except for matters which will have an adverse effect on
the appearance, reputation or integrity of the Building or any Building system
(whereupon Landlord may act arbitrarily), any time the consent of Landlord or
Tenant is required, such consent shall not be unreasonably withheld.




                                      -50-



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


Landlord:               RECKSON OPERATING PARTNERSHIP, L.P.
                        By: Reckson Associates Realty Corp.,
                            its general partner


                        By: /s/ X.X. XXXX III
                           --------------------------------
                        Name:
                        Title: X.X. XXXX III,EVP - CHIEF ADMINISTRATIVE OFFICER
                               RECKSON ASSOCIATES REALTY CORP.


Tenant:                 ALLION HEALTH CARE, INC.
                        By:  /s/ XXXXXXX X. XXXXX
                           --------------------------------
                        Name:  Xxxxxxx X. Xxxxx
                        Title: President & CEO









                                      -51-