THIS LEASE made the 27th day of August, 1997, between GYRODYNE COMPANY OF AMERICA, INC. hereinafter referred to as LANDLORD, and PATRIOT COMMUNICATIONS TECHNOLOGY, INC. hereinafter jointly, severally and collectively referred to as TENANT. WITNESSETH,...

     




     THIS LEASE made the 27th day of August,  1997,  between GYRODYNE COMPANY OF
AMERICA,  INC. hereinafter referred to as LANDLORD,  and PATRIOT  COMMUNICATIONS
TECHNOLOGY,  INC. hereinafter jointly, severally and collectively referred to as
TENANT.

     WITNESSETH,  that the Landlord hereby leases to the Tenant,  and the Tenant
hereby  hires and takes from the  Landlord  AN AREA  DEEMED TO BE  APPROXIMATELY
2,805 SQUARE FEET OF SPACE in the building  known as 0  XXXXXXXXXXX,  XXXXX 000,
102  AND  108 to be  used  and  occupied  by the  Tenant  AS THE  ADMINISTRATION
HEADQUARTERS  FOR  CONSULTING  SERVICES  UTILIZING  COMPUTER   HARDWARE/SOFTWARE
SYSTEMS and for no other  purpose,  for a term to commence on SEPTEMBER 1, 1997,
and to end on AUGUST 31, 1998, unless sooner terminated as hereinafter provided,
at the ANNUAL RENT OF THIRTY  THOUSAND SIX HUNDRED  DOLLARS  ($30,600.00)  WHICH
SHALL  BE  SUBJECT  TO  ADJUSTMENT  PURSUANT  TO THE  COVENANTS  HEREIN  AND NOT
RESTRICTED TO ADDENDUM  SECTION V,  PARAGRAPHS 4 (a), (b), (c), (d), (e) AND (f)
all payable in equal $2,550.00 monthly  installments in advance on the first day
of each and every calendar month during said term, except the first installment,
which shall be paid upon the execution hereof.

     THE TENANT JOINTLY AND SEVERALLY COVENANTS:

     FIRST - That the Tenant will pay the rent as above provided.

     SECOND - That,  throughout  said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements  to either;  make all  repairs in and about the same  necessary  to
preserve  them in good order and  condition,  which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury;  give prompt  notice to the Landlord of any fire that
may occur;  execute  and comply with all laws,  rules,  orders,  ordinances  and
regulations  at any time issued or in force (except those  requiring  structural
alterations),  application to the demised premises or to the Tenant's occupation
thereof,  of the  Federal,  State and Local  Governments,  and of each and every
department,  bureau  and  official  thereof,  and of the New York  Board of Fire
Underwriters;  permit at all times during the usual business hours, the Landlord
and  representatives  of the  Landlord  to enter the  demised  premises  for the
purpose of  inspection,  and to  exhibit  them for  purposes  of sale or rental;
suffer  the  Landlord  to make  repairs  and  improvements  to all  parts of the
building  and to  comply  with  all  orders  and  requirements  of  governmental
authority  applicable  to said  building or to any  occupation  thereof;  suffer
Landlord to erect, use,  maintain,  repair and replace pipes and conduits in the
demised premises and to the floors above and below;  forever  indemnify and save
harmless the Landlord for and against any and all liability, penalties, damages,
expenses  and  judgments  arising  from  injury  during  said  term to person or
property  of any  nature,  occasioned  wholly  or in part  by any  act or  acts,
omission  or  omissions  of the Tenant,  or of the  employees,  guests,  agents,
assigns or  undertenants  of the Tenant and also for any matter or thing growing
out of the  occupation of the demised  premises or of the streets,  sidewalks or
vaults  adjacent  thereto;  permit,  during  the six  months  next  prior to the
expiration  of the term the usual  notice  "To Let" to be  placed  and to remain
unmolested  in a  conspicuous  place upon the exterior of the demised  premises;
repair, at or before the end of the term, all injury done by the installation or
removal  of  furniture  and  property;  and at the end of the term,  to quit and
surrender the demised premises with all alterations,  additions and improvements
in good order and condition.



Patriot Communications Technology, Inc. Lease                       Page 1 of 22




     THIRD - That  the  Tenant  will not  disfigure  or  deface  any part of the
building,  or suffer the same to be done,  except so far as may be  necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not  obstruct,  or permit the  obstruction  of the  street or the  sidewalk
adjacent thereto;  will not do anything,  or suffer anything to be done upon the
demised  premises  which  will  increase  the  rate of fire  insurance  upon the
building or any of its contents, or be liable to cause structural injury to said
building;  will not permit the accumulation of waste or refuse matter,  and will
not,  without the written  consent of the Landlord  first obtained in each case,
either  sell,  assign,  mortgage or transfer  this lease,  underlet  the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by  anybody  other  than  the  Tenant  and  the  Tenant's  employees,  make  any
alterations  in the  demised  premises,  use the  demised  premises  or any part
thereof for any purpose  other than the one first above  stipulated,  or for any
purpose deemed extra hazardous on account of fire risk, nor the violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls,  stairway or entrances to the building,  and will not erect or
inscribe  any sign,  signals  or  advertisements  unless and until the style and
location  thereof have been approved by the  Landlord;  and if any be erected or
inscribed  without such  approval,  the  Landlord may remove the same.  No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.

     IT IS MUTUALLY COVENANTED AND AGREED THAT

     FOURTH - If the  demised  premises  shall be  partially  damaged by fire or
other  cause  without  the  fault  or  neglect  of  Tenant,  Tenant's  servants,
employees,  agents, visitors or licensees,  the damages shall be repaired by and
at the expense of Landlord and the rent until such  repairs  shall be made shall
be apportioned  according to the part of the demised premises which is usable by
Tenant.  But if such  partial  damage is due to the fault or  neglect of Tenant,
Tenant's servants,  employees,  agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation  of Landlord's  insurer the damages shall be repaired by Landlord
but there shall be no  apportionment  or  abatement  of rent.  No penalty  shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord  and/or Tenant,  and for reasonable  delay on account of
"labor troubles",  or any other cause beyond Landlord's  control. If the demised
premises are totally  damaged or are  rendered  wholly  untenantable  by fire or
other cause,  and if Landlord  shall decide not to restore or not to rebuild the
same,  or if the  building  shall be so damaged  that  Landlord  shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such  decision,  which notice shall be given as in  Paragraph  Twelve  hereof
provided,  and  thereupon  the term of this lease shall  expire by lapse of time
upon the third day after  such  notice is given,  and  Tenant  shall  vacate the
demised  premises and surrender the same to landlord.  If Tenant shall not be in
default under this lease,  then,  upon the  termination  of this lease under the
conditions  provided  for  in  the  sentence  immediately  preceding,   Tenant's
liability  for rent shall cease as of the day  following  the  casualty.  Tenant
hereby  expressly  waives the provisions of Section 227 of the Real Property law
and agrees  that the  foregoing  provisions  of this  Article  shall  govern and
control in lieu  thereof.  If the damage or  destruction  be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

     FIFTH - If the whole or any part of the premises  hereby  demised  shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required  for such public  purpose and without  apportionment  of
award,  the Tenant  hereby  assigning to the Landlord all right and claim to any
such award, the current rent, however, in such case to be apportioned.

Patriot Communications Technology, Inc. Lease                       Page 2 of 22




     SIXTH - If, before the  commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's  property,  or if
this lease or the estate of the Tenant  hereunder be  transferred  or pass to or
devolve upon any other person or corporation,  or if the Tenant shall default in
the  performance of any agreement by the Tenant  contained in any other lease to
the  Tenant by the  Landlord  or by any  corporation  of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated  and in that case,  neither the Tenant nor anybody  claiming under
the Tenant shall be entitled to go into possession of the demised  premises.  If
after the  commencement  of the term, any of the events  mentioned above in this
subdivision  shall occur,  or if Tenant shall make default in fulfilling  any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional  rent" or if the demised  premises  become  vacant or deserted,  the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall  continue to exist) the term under this
lease shall expire as fully and  completely  as if that day were the date herein
definitely  fixed for the  expiration  of the term and the Tenant will then quit
and surrender the demised premises to the Landlord,  but the Tenant shall remain
liable as hereinafter provided.

          If the Tenant shall make  default in the payment of the rent  reserved
hereunder,  or any item of "additional  rent" herein  mentioned,  or any part of
either or in making any other payment herein provided for, or if the notice last
above  provided  for shall  have been given and if the  condition  which was the
basis of said notice shall exist at the expiration of said ten days period,  the
Landlord  may  immediately,  or at any time  thereafter,  re-enter  the  demised
premises  and remove all persons  and all or any  property  therefrom  either by
summary dispossess proceedings,  or by any suitable action or proceeding at law,
or by force or otherwise  without  being liable to  indictment,  prosecution  or
damages  therefor,  and  re-possess  and enjoy said  premises  together with all
additions,  alterations and improvements.  In any such case or in the event that
this  lease be  "terminated"  before  the  commencement  of the  term,  as above
provided,  the  Landlord may either  re-let the demised  premises or any part or
parts thereof for the Landlord's own account,  or may, at the Landlord's option,
re-let the demised  premises,  or any part or parts  thereof as the agent of the
Tenant,  and receive the rents therefor,  applying the same first to the payment
of such expenses as the Landlord may have  incurred and then to the  fulfillment
of the covenants of the Tenant herein, and the balance, if any at the expiration
of the term first above provided for, shall be paid to the Tenant.  Landlord may
rent the premises for a term extending  beyond the term hereby  granted  without
releasing  Tenant from any  liability.  In the event that the term of this lease
shall  expire as above in this  subdivision  "Sixth"  provided,  or terminate by
summary  proceedings  or  otherwise,  and if the  Landlord  shall not re-let the
damaged  premises  for the  Landlord's  own  account,  then,  whether or not the
premises be re-let,  the Tenant shall remain liable for and Tenant hereby agrees
to pay to the  Landlord,  until the time when this lease would have  expired but
for such  termination of expiration,  the equivalent of the amount of all of the
rent and "additional  rent" reserved  herein,  less the avails of reletting,  if
any,  and the same shall be due and payable by the Tenant to the Landlord on the
several  rent  days  above  specified,  that is upon  each of such rent days the
Tenant shall pay to the Landlord the amount of  deficiency  then  existing.  The
Tenant  hereby  expressly  waives  any and all right of  redemption  in case the
Tenant shall be dispossessed  by judgment or warrant of any court or judge,  and
the  Tenant  waives  and will  waive all  right to trial by jury in any  summary
proceedings  hereafter  instituted by the Landlord against the Tenant in respect
to the demised  premises.  The words  "re-enter"  and "re-entry" as used in this
lease are not restricted to their technical legal meaning.



Patriot Communications Technology, Inc. Lease                      Page 3 of 22




          In the event of a breach or threatened  breach by the Tenant of any of
the  covenants  or  provisions  hereof,  the  Landlord  shall  have the right of
injunction and the right to invoke any remedy allowed at law or in equity, as if
re-entry, summary proceedings and other remedies were not herein provided for.

     SEVENTH - If the  Tenant  shall  make  default  in the  performance  of any
covenant  herein  contained,  the  Landlord  may  immediately,  or at  any  time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of  mechanic's  lien be filed  against  the  demised  premises or against
premises of which the demised  premises are part,  for, or purporting to be for,
labor or material  alleged to have been furnished,  or to be furnished to or for
the Tenant at the  demised  premises  and if the Tenant  shall fail to take such
action as shall cause such lien to be discharged  within  fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings,  and in the event of such deposit
or bonding  proceedings,  the  Landlord  may require the lienor to  prosecure an
appropriate action to enforce the lienor's claim. In such case, the landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water,  electric  current or  sprinkler  supervisory  service,  and any  expense
incurred  or sum of money paid by the  Landlord  by reason of the failure of the
Tenant to comply with any  provision  hereof,  or in defending  any such action,
shall be deemed to be "additional Rent" for the demised  premises,  and shall be
due and  payable  by the  Tenant  to the  Landlord  on the first day of the next
following  month,  or, at the  option of the  Landlord,  on the first day of any
succeeding  month. The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" then due.

     EIGHTH  - The  failure  of the  Landlord  to  insist,  in any  one or  more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option  herein  contained,  shall not be construed as a waiver or a
relinquishment  for the future of such  covenant  or option,  but the sale shall
continue  and remain in full force and effect.  The  receipt by the  Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such  breach and no waiver by the  Landlord  of any  provision  hereof
shall be deemed to have been made unless  expressed in writing and signed by the
Landlord.  Even though the Landlord  shall  consent to an  assignment  hereof no
further  assignment  shall be made  without  express  consent  in writing by the
Landlord.

     NINTH - If this lease be assigned,  or if the demised  premises or any part
thereof be underlet or  occupied by anybody  other than the Tenant the  Landlord
may collect rent from the assignee,  under-tenant or occupant, and apply the net
amount  collected to the rent herein  reserved,  and no such collection shall be
deemed a waiver of the covenant herein against  assignment and underletting,  or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.

     TENTH - This lease shall be subject and  subordinate  at all times,  to the
lien of the mortgages now on the demised  premises,  and to all advances made or
hereafter to be made upon the security  thereof,  and subject and subordinate to
the lien of any mortgage or mortgages  which at any time may be made a lien upon
the  premises.  The tenant will execute and deliver such further  instrument  or
instruments  subordinating  this  lease  to the  lien of any  such  mortgage  or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.


Patriot Communications Technology, Inc. Lease                       Page 4 of 22




     ELEVENTH  - All  improvements  made by the  Tenant  to or upon the  demised
premises,  except said trade fixtures,  shall when made, at once be deemed to be
attached to the freehold,  and become the property of the  Landlord,  and at the
end or other  expiration of the term, shall be surrendered to the Landlord in as
good  order  and  condition  as they were when  installed,  reasonable  wear and
damages by the elements excepted.

     TWELFTH VOID

     THIRTEENTH  - The  Landlord  shall not be liable  for any  failure of water
supply or electrical current,  sprinkler damage, or failure of spinkler service,
nor for  injury or damage to person or  property  caused by the  elements  or by
other  tenants  or  persons in said  building  or  resulting  from  steam,  gas,
electricity,  water,  rain or snow, which may leak or flow from any part of said
buildings,  or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface,  or from any other place, nor for  interference  with
light or other incorporeal  hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental  authority in  construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.

     FOURTEENTH - No  diminution  or abatement  of rent,  or other  compensation
shall be claimed or allowed for  inconvenience  or  discomfort  arising from the
making of repairs or improvements to the building or to its appliances,  nor for
any space taken to comply  with any law,  ordinance  or order of a  governmental
authority.  In respect to the various  "services," if any,  herein  expressly or
impliedly  agreed to be furnished  by the  Landlord to the Tenant,  it is agreed
that  there  shall be no  diminution  or  abatement  of the  rent,  or any other
compensation,  for  interruption  or  curtailment  of such " service" which such
interruption or curtailment shall be due to the accident, alterations or repairs
desirable or necessary  to be made or to  inability  or  difficulty  in securing
supplies or labor for the  maintanance of such 'service" or to some other cause,
not  gross  negligence  on the part of the  Landlord.  No such  interruption  or
curtailment of any such "service" shall be deemed a constructive  eviction.  The
Landlord shall not be required to furnish,  and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in  default  in  respect to the  payment  of rent.  Neither  shall  there be any
abatement or  diminution of rent because of making of repairs,  improvements  or
decorations  to the  demised  premises  after  the  date  above  fixed  for  the
commencement  of the term, it being  understood  that rent shall,  in any event,
commence to run at such date so above fixed.

     FIFTEENTH - The Landlord may  prescribe  and regulate the placing of safes,
machinery,  quantities of  merchandise  and other things.  The Landlord may also
prescribe  and  regulate  which  elevator  and  entrances  shall  be used by the
Tenant's  employees,  and for the Tenant's shipping.  The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the  preservation  of good order  therein.  The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.

     SIXTEENTH VOID

     SEVENTEENTH VOID



Patriot Communications Technology, Inc. Lease                       Page 5 of 22





     EIGHTEENTH - That during the seven months  prior to the  expiration  of the
term hereby granted, applicants shall be admitted at all reasonable hours of the
day to view the premises  until  rented;  and the  Landlord  and the  Landlord's
agents  shall be permitted at any time during the term to visit and examine them
at any  reasonable  hour of the day,  and  workmen  may enter at any time,  when
authorized  by the  Landlord or the  Landlord's  agents,  to make or  facilitate
repairs  in any  part of the  building;  and if the  said  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  or  permissible
thereunder,  the Landlord or the  Landlord's  agents may forcibly enter the same
without  rendering  the Landlord or such agents  liable to any claim or cause of
action for damages by reason  thereof (if during such entry the  Landlord  shall
accord  reasonable  care to the  Tenant's  property)  and  without in any manner
affecting the obligations and covenants of this lease; it is, however, expressly
understood that the right and authority  hereby reserved,  does not impose,  nor
does the Landlord assume,  by reason thereof,  any  responsibility  or liability
whatsoever for the care or  supervision  of said premises,  or any of the pipes,
fixtures,  appliances  or  appurtenances  therein  contained or therewith in any
manner connected. ***

     NINETEENTH  - The  Landlord  has made no  representations  or  promises  in
respect to said  building  or to the demised  premises  except  those  contained
herein,  and those,  if any,  contained  in some  written  communication  to the
Tenant,  signed by the Landlord.  This instrument may not be changed,  modified,
discharged, or terminated orally.

     TWENTIETH - If the Tenant shall at any time be in default hereunder, and if
the Landlord shall institute an action or summary  proceeding against the Tenant
based upon such  default,  then the Tenant will  reimburse  the Landlord for the
expense of attorneys' fees and  disbursements  thereby incurred by the Landlord,
so far as the same are reasonable in amount. Also so long as the Tenant shall be
a tenant hereunder the amount of such expenses shall be deemed to be "additional
rent"  hereunder  and shall be due from the Tenant to the  Landlord on the first
day of the month following the incurring of such respective expenses.

     TWENTY-FIRST - Landlord shall not be liable for failure to give  possession
of the premises upon  commencement  date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason: in such event the
rent shall not commence  until  possession is given or is available but the term
herein shall not be extended.

THE TENANT FURTHER COVENANTS:

     TWENTY-SECOND  - If the demised  premises or any part thereof  consist of a
store,  or of a first floor,  or of any part  thereof,  the Tenant will keep the
sidewalk  and curb in front  thereof  clean at all  times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the same.

     TWENTY-THIRD  - If by reason of the conduct upon the demised  premises of a
business  not herein  permitted,  or if by reason of the  improper  or  careless
conduct of any business upon or use of the demised premises,  the fire insurance
rate shall at any time be higher  than it  otherwise  would be,  then the Tenant
will reimburse the Landlord, as additional rent hereunder,  for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted,  or because of
the  improper or  careless  conduct of any  business  upon or use of the demised
premises,  and will  make  such  reimbursement  upon the  first day of the month

-------------------
*** THIS  PROVISION  ALLUDES TO THE MINIMUM  ACCESS  GRANTED TO LANDLORD  AND IS
MEANT TO BE  EXPLAINED BY ANY OTHER  PVOSISION  SET FORTH HEREIN IN BOTH PRINTED
FORM AND THE RIDER ATTACHED HERETO.

Patriot Communications Technology, Inc. Lease                       Page 6 of 22




following  such outlay by the Landlord:  but this covenant  shall not apply to a
premium for any period  beyond the  expiration  date of this lease,  first above
specified.  If any action or  proceeding  wherein  the  Landlord  and Tenant are
parties,  a  schedule  or "make  up" of rate  for the  building  on the  demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises,  shall be prima
facie  evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.

     TWENTY-FOURTH  - If a separate  water  meter be  installed  for the demised
premises,  or any part thereof,  the Tenant will keep the same in repair and pay
the charges made by the  municipality  or water supply company for or in respect
to the  consumption of water,  as and when bills  therefor are rendered.  If the
demised  premises,  or any part thereof,  be supplied with water through a meter
which supplies other premises,  the Tenant will pay to the Landlord, as and when
bills are  rendered  therefor,  the Tenant's  proportionate  part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective  charge according to floor area against all
of the rentable  floor area in the building  (exclusive of the  basement)  which
shall have been occupied  during the period of the  respective  charges,  taking
into account the period that each part of such area was occupied.  Tenant agrees
to pay as  additional  rent  the  Tenant's  proportionate  part,  determined  as
aforesaid,  of the sewer rent or charge imposed or assessed upon the building of
which the premises area a part.

     TWENTY-FIFTH  - That the Tenant will  purchase  from the  Landlord,  if the
Landlord shall so desire,  all electric  current that the Tenant requires at the
demised  premises,  and will pay the  Landlord  for the same,  as the  amount of
consumption  shall be indicated by the meter furnished  therefor.  The price for
said current shall be the same as that charged for  consumption  similar to that
of the  Tenant  by the  company  supplying  electricity  in the same  community.
Payments  shall be due as and when bills  shall be  rendered.  The tenant  shall
comply with like rules,  regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.

     TWENTY-SIXTH.-  If there now is or shall be  installed  in said  building a
"sprinkler  system"  the  Tenant  agrees to keep the  appliances  thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire  Underwriters  or the New York Fire  Insurance  Exchange  or any bureau,
department or official of the State of local  government  requires or recommends
that any changes,  modification,  alterations or additional  sprinkler  heads or
other equipment be made or supplied by reason of the Tenant's  business,  or the
location  of  partitions,  trade  fixtures,  or other  contents  of the  demised
premises, or if such changes,  modification,  alterations,  additional sprinkler
heads or other  equipment in the demised  premises are  necessary to prevent the
imposition  of a penalty or charge  against the full  allowance  for a sprinkler
system  in the fire  insurance  rate as fixed by said  Exchange,  or by any Fire
Insurance  Company,  the Tenant will at the Tenant's own expense,  promptly make
and supply such changes, modifications,  alterations, additional sprinkler heads
or other  equipment.  As  additional  rent  hereunder the Tenant will pay to the
Landlord,  annually  in advance,  throughout  the term a prorata  5.24%  portion
toward the contract price for sprinkler supervisory service.

     TWENTY-SEVENTH.-   The  sum  of  see  paragraph  #1  of  Addendum   Section
V......Dollars  is  deposited  by the  Tenant  herein  with  Landlord  herein as
security for the faithful performance of all the covenants and conditions of the
lease by the said Tenant.  If the Tenant  faithfully  performs all the covenants
and  conditions  on his part to be performed,  then the sum  deposited  shall be
returned to said Tenant.


Patriot Communications Technology, Inc. Lease                      Page 7 of 22





     TWENTY-EIGHTH.-  This  lease is  granted  and  accepted  on the  especially
understood  and agreed  condition,  that the Tenant will conduct his business in
such a manner,  both as regards noise and kindred nuisances,  as will in no wise
interfere  with,  annoy,  or disturb any other tenants,  in the conduct of their
several  businesses,  or the landlord in the  management of the building;  under
penalty of forfeiture of this lease and consequential damages.

     TWENTY-NINTH.-  The Landlord hereby  recognizes no broker as the broker who
negotiated and  consummated  this lease with the Tenant herein,  and agrees that
if, as, and when the Tenant  exercises the option,  if any,  contained herein to
renew this lease, or fails to exercise the option, if any,  contained therein to
cancel this lease, the Landlord will pay to said broker a further  commission in
accordance  with the rules and commission  rates of the Real Estate Board in the
community.  A sale, transfer, or other disposition of the Landlord's interest in
said lease shall not operate to defeat the Landlord's obligation to pay the said
commission  to the said  broker.  The Tenant  herein  hereby  represents  to the
Landlord  that the said  broker is the sole and only broker who  negotiated  and
consummated this lease with the Tenant.

     THIRTIETH.- VOID

     THIRTY-FIRST.- The invalidity or  unenforceability of any provision of this
lease  shall in no way  affect  the  validity  or  enforceability  of any  other
provision hereof.

     THIRTY-SECOND.-  In order to avoid delay,  this lease has been prepared and
submitted to the Tenant for signature with the  understanding  that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.

     THIRTY-THIRD.- VOID

     THIRTY-FOURTH.- The Landlord shall replace at the expense of the Tenant any
and all broken glass in the skylights,  doors and walls in and about the demised
premises.  The  Landlord  may insure  and keep  insured  all plate  glass in the
skylights,  doors and walls in the demised premises,  for and in the name of the
Landlord and bills for the premiums  therefor  shall be rendered by the Landlord
to the Tenant at such times as the Landlord may elect, and shall be due from and
payable by the Tenant when  rendered,  and the amount thereof shall be deemed to
be, and shall be paid as, additional rent.

     THIRTY-FIFTH.-  This  lease  and  the  obligation  of  Tenant  to pay  rent
hereunder  and perform all of the other  covenants and  agreements  hereunder on
part of Tenant to be performed shall in nowise be affected,  impaired or excused
because  Landlord  is unable to supply or is delayed in  supplying  any  service
expressly  or  impliedly  to be supplied or is unable to make,  or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from doing so doing by reason of  governmental  preemption in connection
with a National  Emergency  declared by the President of the United States or in
connection  with any rule,  order or regulation of any department or subdivision
thereof of any  government  agency or by reason of the  conditions of supply and
demand which have been or are affected by war or other emergency.

     THE LANDLORD COVENANTS

Patriot Communications Technology, Inc. Lease                       Page 8 of 22




     FIRST.-That  if so long as the Tenant pays the rent and  "additional  rent"
reserved hereby,  and performs and observes the covenants and provisions hereof,
the Tenant shall quietly enjoy the demised premises,  subject , however,  to the
terms of this lease,  and to the mortgages above  mentioned,  provided  however,
that this  covenant  shall be  conditioned  upon the  retention  of title to the
premises by Landlord.

     SECOND.-VOID

     And it is mutually  understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties  hereto and upon
their respective successors, heirs, executors and administrators.


     IN WITNESS WHEREOF,  the Landlord and Tenant have  respectively  signed and
sealed these presents the day and year first above written.

                                       /s/ Xxxxx Xxxxxxxxx
                                       -----------------------------------------
                                       GYRODYNE COMPANY OF AMERICA, INC.
                                       Landlord

In presence of:

                                       /s/ Xxxxx Xxxxxxx
                                       -----------------------------------------
                                       PATRIOT COMMUNICATIONS TECHNOLOGY, INC.
                                       TENANT


                                    GUARANTY

     In  consideration  of the letting of the premises  within  mentioned to the
Tenant within named, and the sum of One Dollar,  to the undersigned in hand paid
by the Landlord within named, the undersigned  hereby guarantees to the Landlord
and to the heirs,  successors and/or assigns of the Landlord, the payment by the
Tenant of the rent,  within  provided for, and the  performance by the Tenant of
all of the provisions of the within lease.  Notice of all defaults is waived and
consent is hereby given to all extension of time that any Landlord may grant.


                                          /s/ Xxxxx Xxxxxxx
                                         ---------------------------------------
                                         PATRIOT COMMUNICATIONS TECHNOLOGY, INC.

XXXXX XX XXX XXXX

XXXXXX XX XXXXXXX

     Xx this 27th day of  August,  1997,  before  me  peronally  appeared  XXXXX
XXXXXXX  to me known  and  known to be to the  individual  described  in and who
executed the foregoing instrument,  and duly acknowledged to me that he executed
the same.

                                            Xxxx Xxxxxxx
                                            Xxxxxx Xxxxxx, Xxxxx xx XX
                                            Xx. 0000000, Xxxxxxx Xxxxxx
                                            Term Expires 2/22/99



Patriot Communications Technology, Inc. Lease                       Page 9 of 22






                                ADDENDUM TO LEASE
                                     Between
                        GYRODYNE COMPANY OF AMERICA, INC.
                                   (Landlord)
                                       and
                     PATRIOT COMMUNICATIONS TECHNOLOGY, INC.
                                    (Tenant)


SECTION I - UTILITIES AND SERVICE

1.   CUSTODIAL  SERVICES - The Landlord will, at its expense,  provide custodial
     services to the common rest rooms and the common  corridors  leading to the
     demised  premises.  It is understood that Tenant has a private rest room in
     Suite 100 and that  custodial  services  to that unit will be  proivded  by
     Tenant.   Tenant  shall  not  permit  window  cleaning  or  other  exterior
     maintenance  and/or  janitorial  services  in and  for the  premises  to be
     performed,  except by such  person(s)  as shall be approved by Landlord and
     except during reasonable hours designated for such purposes by Landlord.

2.   PARKING - The Landlord  will assign and the Tenant will have the use of TEN
     (10) parking  spaces in the parking lot  assigned to the demised  premises.
     (Parking Lot #7N).  Maintenance  of parking  areas and roads leading to the
     demised premises shall be the sole responsibility of the Landlord.

3.   ELECTRICITY - The electric power for the demised  premises will be provided
     via the Landlord's  "house" meter(s) and the Tenant shall be billed, by the
     Landlord,  on the basis of the kilowatt  consumption and demand recorded by
     the  meter(s)  at the  prevailing  LILCO  rate in effect at the time of the
     meter reading by the Landlord.

4.   LIGHT FIXTURES - The Landlord  warrants that the overhead lighting fixtures
     including cool white  fluorescent  tubes shall be in good working condition
     at the time the Tenant commences  initial occupancy of the demised premises
     and  for  one  month   thereafter.   Subsequently,   the  Tenant  shall  be
     responsible,  at its expense, for the replacement of tubes and/or ballasts.
     Tenant  shall,  at the end of tenancy,  return to the Landlord all lighting
     fixtures with lamps and ballasts in good operating condition.  In the event
     Tenant vacates the premises and repairs/replacements are required, Landlord
     shall xxxx Tenant for any and all work  performed on the lighting  fixtures
     to restore them to their original condition less normal wear and tear.

5.   AIR  CONDITIONING  MAINTENANCE - Landlord  shall  provide,  in good working
     condition,  THREE (3), through the wall air conditioning  unit(s) (one each
     in Suites 100, 102 and 108) for use in the demised premises. Landlord shall
     maintain said unit(s)  during  tenancy at Tenant's  sole  expense.  For the
     purposes of maintenance and liability,  the air conditioning  unit(s) shall
     be considered  equipment as defined by and subject to Addendum Section II -
     Repairs,  Access,  Forced  Entry,  and  Right  of  Recovery,  Paragraph  2.
     MAINTENANCE OF EQUIPMENT AND FIXTURES.

6.   HEAT - Landlord,  at its expense,  shall provide heat during normal working
     hours:  8:00AM to 5:00PM  Mondays  through  Fridays,  except  holidays,  in
     accordance with Government guidelines.

Patriot Communications Technology, Inc. Lease                      Page 10 of 22




7.   GARBAGE - Tenant will handle and dispose of all rubbish,  debris,  garbage,
     and  waste  from  Tenant's   operation  in  accordance   with   regulations
     established  by  Landlord  and those of all  governmental  agencies  having
     jurisdiction,  and not permit the  accumulation  (unless in concealed metal
     containers),  or  burning,  of any  rubbish or garbage in, on, or about any
     part of Flowerfield,  and not permit any garbage or rubbish to be collected
     or disposed of from the premises,  except by Landlord or its designee.  All
     Tenant's garbage must be put in plastic bags, securely tied at the top, and
     placed in "GCA" dumpsters  located  currently at Building #18 or as located
     at Landlord's sole discretion. Cardboard must be separated from garbage and
     placed  in the  special  containers  designated  for  cardboard  only.  All
     cardboard  boxes and shipping  packaging must be  "flattened"  before being
     inserted into the designated  receptacles.  Landlord  reserves the right to
     require Tenant to acquire a dumpster(s)  for Tenant's use if Landlord deems
     Tenant is regularly generating excessive waste materials.

     Additionally,  Tenant shall not permit debris, waste materials,  or garbage
     to  collect  in  front  of  around,  alongside,  or in back of the  demised
     premises.  Tenant shall at all times keep the apron immediately in front of
     the demised premises clean and orderly. In the event the Landlord deems the
     "housekeeping" inadequate,  then the Landlord shall have the right to clean
     up the affected area and charge the Tenant for such cleanup.

     Industrial waste, such as metal chips,  oils,  solvents,  chemicals,  sheet
     metal, wood crates,  pallets,  etc. may not be placed in the dumpster.  The
     Tenant, at its expense, must dispose of all industrial waste in conformance
     with New York State environmental Conservation Law. Landlord shall have the
     right to demand and receive  copies of bills of  conveyance to a government
     certified and/or government  registered carting company for environmentally
     sensitive  and/or  hazardous  waste  materials  which  were at any  time at
     Flowerfield as a result of Tenant's operations.

8.   SEPTIC SYSTEM - It is mutually  agreed and understood that a typical septic
     system  for one of  Landlord's  buildings  includes  a soil  line  from the
     bathrooms to the septic tank, and an  interconnect  pipe(s) from the septic
     tank to either a distribution box or directly to one or more cesspools.  It
     is agreed that the demised  premises  includes a set of bathrooms which are
     common for more than one Tenant and that any  expenses  relating to repairs
     for stopped-up  toilets,  backed-up  sinks,  and/or clogged drains and soil
     lines, if directly  attributable to the acts of the Tenant,  shall be borne
     solely by the  Tenant.  Structural  repairs to the soil line,  interconnect
     pipe(s),  distribution  box,  septic  tank,  or cesspool  shall be the sole
     responsibility  of the Landlord  provided that such repairs were not caused
     by the misuse of the facilities by the Tenant.

     It is  understood  that all  materials  removed  from  commercial  building
     cesspools  by  carters  are tested for toxic  chemicals  by Suffolk  County
     Department  of Health.  Tenant  shall be  required,  on demand,  to provide
     Landlord,  within a reasonable period of time, a list of chemicals, if any,
     by quantity and  composition  used in Tenant's  operation  which are listed
     under  Section 313 of the  Superfund  Amendments  and  Reauthorization  Act
     (XXXX).

9.   WATER - In the  event  that a  municipal  water  authority  water  meter(s)
     specific  for  Building #7 is provided  during the  leasehold  term,  it is
     agreed that Tenant shall  henceforth  pay any and all charges for its water
     usage. If the water meter is not Tenant specific, a computation  predicated
     on a ratio of rented square footage to total  building  square footage will
     be utilized.  Further,  Tenant shall pay, calculated on 164,413 square feet
     base,  its prorata  share for fire  hydrant  charges  assessed by the water
     authority.

Patriot Communications Technology, Inc. Lease                      Page 11 of 22




10.  FIRE PROTECTION  EQUIPMENT - The Tenant shall be required to supply its own
     fire  extinguishers of the appropriate size and  classification  consistent
     with  the  Smithtown  Fire  Code,  ISO and the Fire  Insurance  Underwriter
     Inspection  regulations.  Furthermore,  the  Tenant  agrees  to  have  said
     extinguishers   periodically   inspected,   recharged  and/or  serviced  as
     required,  and  tagged  showing  compliance  to  the  aforesaid  codes  and
     regulations.

     In the  event  Tenant  is  requested  to  provide  any of  the  local  Fire
     Departments  which have  jurisdiction  with a list of hazardous  chemicals,
     Tenant shall provide same in an expeditious  manner with a copy being given
     to the Landlord.

     The Landlord  reserves the right to inspect the demised  premises to assure
     Tenant compliance with this requirement and to insist upon strict adherence
     to the necessary procedures.

11.  HAZARDOUS  MATERIALS - Tenant  shall not bring,  keep or use in or upon the
     demised  premises of the  building  of which they form a part,  any solvent
     having a flash point below 110F,  nor shall any liquid which emits volatile
     vapors below the  temperature of 100 F be brought,  kept or used in or upon
     the demised  premises of the  building  except:  If the process  using such
     liquids  shall be conducted in a room of fire  resistant  construction,  as
     defined by the Fire Insurance Rating Organization.  (FIRO) If more than one
     but not more than two  gallons of such  liquids  are kept on the  premises,
     they must be stored in  safety  cans and kept in a cabinet  constructed  by
     Tenant in a manner  approved by the FIRO.  Reasonable  amounts in excess of
     ten gallons may be kept if they are stored in a vault constructed by Tenant
     in a manner  approved by FIRO.  Any use or storage of such liquids shall at
     all times be in accordance with the  requirements of the FIRO,  OSHA, NFPA,
     and the Fire Department Board of fire Underwriters.

12.  DUST  COLLECTION  EQUIPMENT  - In the event  Tenant's  operation  generates
     airborne  particles,  such as  sawdust,  the Tenant  shall be  required  to
     install and maintain a dust collection system acceptable to the Landlord in
     order to contain the dispersion of the generated dust. Tenant shall also be
     responsible for any cleanup  maintenance  required of the area  immediately
     adjacent to the demised premises, which shall include hallways, foyers, and
     outside areas.  Tenant shall be responsible,  on a monthly basis , to clean
     and  maintain  any  external   doors  which  have  been  subjected  to  the
     accumulation of dust.

     Airborne  particles such as vapor,  generated by spraying glue,  etc., will
     require the  installation of proper  ventilation,  exhaust  equipment,  and
     explosion  proof  fixtures as required by Building  Code  Regulations.  ALL
     EXHAUST SYSTEMS TO THE ATMOSPHERE  REQUIRE THE APPROPRIATE  FILTERS FOR THE
     SPECIFIC TYPE OF MATERIALS/VAPOR BEING VENTED.

13.  COMPLIANCE WITH AMERICANS WITH  DISABILITIES ACT - Tenant hereby represents
     that it is familiar with the provisions of the Americans with  Disabilities
     Act. Tenant further represents that it is exempt from the provisions of the
     Americans with  Disabilities  Act as an entity employing fewer than fifteen
     individuals  for each working day in each of twenty or more calendar  weeks
     in the current or preceding calendar year.

Patriot Communications Technology, Inc. Lease                      Page 12 of 22




13.  COMPLIANCE WITH AMERICANS WITH  DISABILITIES ACT - Tenant hereby represents
     that it is  familiar  with the  Americans  with  Disabilities  Act.  Tenant
     further  represents  that it will not require  Landlord to bear the cost of
     alterations  to the demised  premises  which Tenant may require in order to
     comply with the Americans with Disabilities Act.

14.  ALARM SYSTEM - In the event the demised  premises has an existing  Landlord
     owned alarm  system,  upon its  election to utilize said alarm  system,  it
     shall  be the  Tenant's  sole  financial  responsibility  to  maintain  the
     systems,  to discharge all the financial  obligations  related  thereto and
     return the system to Landlord in good operating condition.

     In the event Tenant  desires to utilize an existing alarm system or install
     a leased or rented  third  party owned  alarm  system,  then it is mutually
     agreed and  understood  that  Tenant  agrees to a minimum  of $100.00  exit
     charge at the end of tenancy.  Landlord has established this minimum charge
     predicated  on past  experience  of damage  done to doors,  window,  walls,
     painted  surfaces,  and the required  availability of Landlord's  personnel
     when the third party vendor has to remove said system.

     In the event  Tenant  desires  to  install  a Tenant  owned  alarm  system,
     applicable exit charges, if any, would be assessed predicated on any damage
     found at the end of tenancy.

15.  KEYS - Landlord  shall provide  Tenant keys to the demised  premises.  Upon
     receipt thereof, it will be the Tenant's  responsibility to safeguard these
     items.  The loss of a key(s) will entail a charge to cover its replacement.
     If such loss results in the necessity of replacing the lock,  then a charge
     will be levied against the Tenant for such replacement cost. The charge for
     a lost key is Ten ($10.00) dollars; a door lock is Forty ($40.00) dollars.

     Key Number:  F-4                   Number of Keys:  ONE each (1)

     Number of Main Gate Keys:  TWO (2)


SECTION II - REPAIRS, ACCESS, FORCED ENTRY, AND RIGHT OF RECOVERY

1.   STRUCTURAL REPAIRS - Notwithstanding  terms and condition  contained in the
     second Covenant of the preprinted  portion of the Lease,  the Landlord will
     be responsible for all structural  repairs to the demises area, and for the
     maintenance  of the exterior of the building in which the demised  premises
     are located which repairs were not  necessitated or otherwise caused by any
     act of  the  Tenant,  its  servants,  agents  and/or  employees,  invitees,
     subtenants and/or licensees.

2.   MAINTENANCE  OF  EQUIPMENT  AND  FIXTURES  -  It  is  mutually  agreed  and
     understood that with respect to all equipment and fixtures as exists in the
     demised  premises,  the Tenant is responsible for maintaining  same in safe
     working condition.  Said equipment and fixtures are deemed to include,  but
     not be limited to,  light  fixtures,  fire alarms,  personnel  and overhead
     doors, and fire extinguishers.  Tenant agrees to hold harmless, defend, and
     indemnify  Landlord from any and all claims arising from direct,  indirect,
     or  consequential  injury  or  damage  to any  party,  either  personal  or
     property, which injury or damage may have been a result of Tenant's failure
     to adequately maintain said equipment and/or fixtures.


Patriot Communications Technology, Inc. Lease                      Page 13 of 22




3.   ACCESS  FOR  INGRESS  AND EGRESS - The  sidewalks,  xxxxxx,  areas,  entry,
     vestibules,  passages,  corridors,  halls,  elevators  and stairways of the
     demised  premises and common areas shall not be encumbered or obstructed by
     Tenant,  its agents,  clerks,  servants or customers or be used by them for
     any other  purpose  than for  ingress  and  egress to and from the  demised
     premises.  The demised  premises may not be cluttered by boxes,  garbage or
     other  material.  If Landlord  directs that any of the  foregoing  items be
     removed from the demised  premises,  Tenant shall promptly comply with such
     direction.

4.   REPAIRS AND  EMERGENCY  ACCESS - Tenant  shall permit  Landlord  and/or its
     designee  to erect,  use,  maintain  and repair  pipes,  cables,  conduits,
     plumbing,  vents and wires, in, to and through the premises,  as and to the
     extent  that  Landlord  may  now or  hereinafter  deem to be  necessary  or
     appropriate  for the proper  operation and  maintenance  of the building in
     which the premises  are located or any other  portion of  Flowerfield.  All
     such work shall be done, so far as practicable,  in such manner as to avoid
     interference  with Tenant's use of the premises.  Notwithstanding  anything
     else  contained  herein  to the  contrary,  in the  event of an  emergency,
     Landlord may enter the premises of the Tenant  immediately and Tenant shall
     cooperate with the Landlord in providing said immediate access.

5.   PRIVACY  AND  FORCED  ENTRY - It is agreed  and  understood  that if Tenant
     changes or adds additional locks to any entrance or egress from the demised
     premises, then Tenant shall provide Landlord with a key or a combination to
     be utilized for access purposes.  All locks changed must be returned to the
     Landlord for reinstallation, at Tenant's expense, at the end of tenancy. In
     the event a situation arises which in the opinion of the Landlord or Public
     Safety Officials (Police, Fire Dept., Code Enforcement,  etc.) necessitates
     entrance to the  premises  during a period when Tenant is not  available to
     provide access,  and Tenant has not provided said key or combination,  then
     any expenses  resulting  from damage to the  premises  required by a forced
     entry shall be borne  solely by the Tenant.  The  addition of locks  and/or
     security  devices  shall be deemed to be an  alteration  as  defined  under
     Section III of this Addendum, and therefore,  subject to all the provisions
     governing alterations and reversion.

6.   NO  RENT  ABATEMENT  -  No  diminution  or  abatement  of  rent,  or  other
     compensation  shall be claimed or allowed for  inconvenience  or discomfort
     arising  from the making of repairs or  improvements  to the building or to
     its fixtures  nor for any space taken to comply with any law,  ordinance or
     other governmental  authority. In respect to the various "services" if any,
     herein expressly or impliedly agreed to be furnished by Landlord to Tenant,
     it is agreed  that  there  shall be no  abatement  of the rent or any other
     compensation  for  interruption  or curtailment of such "service" when such
     interruption  or  curtailment  shall  be due to  accident,  alterations  or
     repairs  desirable or necessary to be made or to inability or difficulty in
     securing parts,  supplies or labor for the maintenance of such "service" or
     to some other cause, not gross negligence on the part of Landlord.  No such
     interruption  or  curtailment  of any  such  "service"  shall  be  deemed a
     constructive eviction. Landlord shall not be required to furnish and Tenant
     shall not be  required  to receive  any such  "services"  during any period
     wherein the Tenant  shall be in default in payment of rent.  Neither  shall
     there be diminution of rent because of making of repairs,  improvements  or
     decorations to the demised  premises after the date of  commencement of the
     lease term.

7.   MAINTENANCE  BY LANDLORD  DURING  TENANCY AND TENANT'S  RIGHT OF RECOVERY -
     Paragraph thirteen of the preprinted portion of the Lease is hereby amended
     to add the  following:  "Tenant  shall  have no right of  recovery  against
     Landlord in the event of loss or damage to the property  and/or business of
     the Tenant  resulting  from fire,  or other  casualty or  cessation  and/or
     


Patriot Communications Technology, Inc. Lease                     Page 14 of 22




     interruption  of Tenant's  business due to repairs and/or  interruption  of
     Tenant's  business due to repairs  and/or  compliance  with mandated  items
     required  on the part of the  Landlord.  Tenant  hereby  agrees to  provide
     access  to  premises  for  Landlord  to  comply  with  its  obligations  as
     aforesaid,  the  time  and  duration  of  said  access  to be at  the  sole
     discretion  of the Landlord  who will proceed in as  reasonable a manner as
     possible under the  circumstances.  It is hereby agreed that the Landlord's
     determination shall be conclusive and binding on all parties hereto."

8.   ACCESS AT END OF TENANCY - It is  mutually  agreed and  understood  that in
     order for  Landlord to relet the  premises to a new tenant on the first day
     of the month immediately following the vacation date stipulation in Section
     VI paragraph #1 of this addendum,  Landlord shall require and be granted by
     Tenant,  during  normal  working  hours,  unhindered  access to the demised
     premises  during the last week of tenancy for the express purpose of making
     repairs,  which repairs shall  include,  but not be restricted to: dry wall
     patching,  spackling,  painting, floor cleaning,  equipment servicing, pipe
     repairs, and HVAC maintenance.


SECTION III - ALTERATIONS

1.   CONSENT BY LANDLORD AND PERMITS - It is hereby  covenanted  and agreed that
     the Tenant shall not make  alterations to any  building(s)  and/or property
     Tenant has rented or has been given access to by the  Landlord  without the
     express written consent of the Landlord.  In the event Tenant is authorized
     to make  alterations,  then Tenant shall be responsible for all permits and
     inspections as may be required by state and local building  codes.  If as a
     cause of Tenant's  alterations and the governing  ordinances shall require,
     Tenant shall secure as necessary, either a current Certificate of Occupancy
     or a Certificate of Conformance for the demised premises.

          (a)  CONTRACTOR'S  INSURANCE - Prior to commencement of any work by or
          for Tenant, Tenant shall furnish Landlord certificates  evidencing the
          existence of the following insurance:

               (1) Worker's Compensation Insurance covering all persons employed
          for such work and with respect to whom death or bodily  injury  claims
          could be asserted against Landlord, Tenant or the demised premises.

               (2) General  liability  insurance  naming Landlord its designees,
          and Tenant as insureds, with limits of not less than $1,000,000 in the
          event of bodily  injury to one person and not less than  $2,000,000 in
          the  event of  bodily  injury  to any  number  of  persons  in any one
          occurrence,  and with limits of not less than  $100,000  for  property
          damage.  Tenant,  at its sole cost and  expense,  shall cause all such
          insurance to be  maintained at all times when the work to be performed
          for or by  Tenant is in  progress.  All such  insurance  shall be in a
          company  authorized to do business in New York,  and all policies,  or
          certificates  therefore,  issued by the insurer and bearing  notations
          evidencing the payment of premiums, shall be delivered to Landlord.

               Tenant agrees to compensate Landlord for the purpose of reviewing
          plans and Tenant shall pay for all reasonable costs incurred resulting
          from such review and inspections as Landlord may require.



Patriot Communications Technology, Inc. Lease                      Page 15 of 22




          (b) ELECTRICAL SYSTEM - The Tenant shall not, under any circumstances,
          make  changes  to  the  existing   electrical  service  servicing  the
          premises,  the internal wiring leading from the distribution box/boxes
          to overhead lights, wall outlets,  xxxx ducts, etc., without the prior
          written   authorization  of  the  Landlord.  It  is  agreed  that  all
          electrical work shall be done by a licensed electrician and said work,
          at Landlord's sole  discretion,  may require Tenant to obtain New York
          Board of Fire Underwriter approval.

          (c) CARPETING - If the Tenant elects to install carpeting to cover any
          floor section(s) of the premises, a water soluble glue must be used to
          prevent   damage  to  the  floor  in  the  event  said   carpeting  is
          subsequently removed. Any such damage shall be considered the fault of
          the Tenant who will be responsible  for any and all incurred  expenses
          to restore the floor to its  original  condition.  In the event Tenant
          occupies the demised  premises with a carpet already  "in-place" which
          the Tenant finds acceptable,  then, if required at the end of tenancy,
          disposal  of the  in-place  carpet  shall  be  deemed  to be  Tenant's
          responsibility as set forth above for new installations.

          (d)  EXTERIOR  ARCHITECTURE  -Tenant  shall  not  change  (whether  by
          alteration,  replacement,  rebuilding or otherwise) the exterior color
          and/or  architectural  treatment of the premises or of the building in
          which that same are located, or any part thereof.

          (e) SIGNS -  Notwithstanding  terms and  conditions  contained  in the
          third Covenant of the preprinted portion of the Lease, Tenant shall be
          permitted to affix to the building an identification sign provided the
          design, color, and composition (includes neon type signs) are approved
          by the Landlord in writing.  Landlord  shall  provide  Tenant with the
          appropriate  dimensions  for  the  sign  predicated  on  the  building
          exterior  geometry and the size of the demised  premises.  In no event
          shall the sign be larger than eight square feet of total area.  Tenant
          must  submit a sketch  or photo  of the  proposed  sign for  approval.
          Placement of the sign will be at the sole  discretion of the Landlord.
          No other signs are  permitted in, about,  or on the  Flowerfield  Park
          grounds  unless  specifically  approved  in writing  by the  Landlord.
          Landlord  reserves the right to remove any  nonconforming  sign(s) and
          Tenant agrees to indemnify Landlord against any claims for any damages
          arising either directly,  indirectly, or consequentially from any acts
          of Landlord in regards to the removal of said  nonconforming  sign(s).
          Tenant waives any and all claims  against  Landlord for the removal of
          any nonconforming signs.

               Tenant  shall be  entitled to a  name-location  plate on the main
          directory sign at no cost to the Tenant. The plate shall be consistent
          with other plates on the sign in both overall size, color, and layout.
          In the event Landlord does not provide said plate,  Tenant agrees that
          its only  remedy  shall be solely the cash value of the plate  itself.
          Landlord's  acceptance of any name for listing on the Flowerfield Park
          Directory will not be deemed,  nor will it substitute for,  Landlord's
          consent,  as required by this Lease,  if such covenants be applicable,
          to any  sublease,  assignment,  or  other  occupancy  of  the  demised
          premises.

          (f) TRADE FIXTURES - It is mutually  agreed and understood that Tenant
          has  caused to be  installed;  assumed  in place  either by  purchase,
          lease,  rental,  default,  or  other  manner;  or  otherwise  has  the
          exclusive use of the herein  defined trade  fixtures  listed below but
          not restricted to the following:

                                      NONE

Patriot Communications Technology, Inc. Lease                      Page 16 of 22





               It  is  agreed   that  it  shall  be  Tenant's   sole   financial
          responsibility  to remove Tenant's trade fixtures as have been defined
          herein.  Tenant shall be solely  responsible for reverting the demised
          premises  to its  original  condition  after  vacation  at the  end of
          tenancy  unless  Landlord  has  directed,  in  writing,  that  certain
          improvements  associated  with the  installation of the trade fixtures
          are considered  attached to the freehold and,  therefore,  property of
          the Landlord.

          (g) REMOVAL AND REVERSION - It is further agreed that Tenant shall not
          remove or cause to be removed any fixtures, wiring, electrical panels,
          plumbing, fans, equipment, water pipes, or any other installation that
          was "in  place"  in or about  the  demised  premises  at the  onset of
          tenancy without the express  written consent of the Landlord.  Any and
          all  improvements,  changes,  and/or additions to the demised premises
          shall be  removed  at  Tenant's  expense  or left in place at the sole
          discretion  of  the  Landlord.  In no  event  may  Tenant  remove  any
          electrical  equipment that was in place in the demised  premises prior
          to Tenant's tenancy.

               It is further  agreed that if the herein defined lease shall be a
          successor to or in lieu of another lease  between  Landlord and Tenant
          for these demised premises and said prior lease would run continuously
          or concurrently if not terminated, it is understood that Landlord does
          not waive nor is Landlord  diminished  with  respect to any claims for
          removal or reversion which may have been perfected by any prior lease,
          as stipulated herein, by virtue of this lease.

               At  the  end  of  the  Tenancy,  the  demised  premises  and  all
          improvements  comprising  a part thereof will be delivered to Landlord
          in broom clean  condition,  vacant and  together  with all keys to the
          demised premises.


SECTION IV  -  USE RESTRICTIONS

1.   ZONING  - It is  mutually  agreed  and  understood  that in the  event  the
     Tenant's  use of the  premises  is held to be in  violation  of the Town or
     Local  law or  ordinances,  the  lease  shall  be  considered  and  will be
     terminated  by mutual  consent and there shall be no further  obligation on
     the part of either Landlord or Tenant.

     VARIANCE OR SPECIAL EXCEPTION - TENANT - In the event a variance or special
     exception  is  required  by the  zoning  ordinances  for the  specific  use
     provision  or  occupancy  required  by Tenant,  any and all costs,  such as
     filing and legal fees,  related to the filing and/or securing of a variance
     or special exception shall be borne solely by the Tenant.

     VARIANCE  OR SPECIAL  EXCEPTION  - LANDLORD  -  Landlord  warrants  to make
     available existing, on a best efforts basis, survey maps, building permits,
     Certificates of Occupancy,  and other  documents  required by Tenant in its
     filing.  There  shall be no  warranty,  either  express  or  implied,  that
     documents,  if any,  tendered  by Landlord  shall be  complete,  ample,  or
     sufficient for the purposes required by the Tenant.  Landlord,  at its sole
     discretion,  may elect not to permit tenancy if  restrictive  covenants are
     attached to the variance or special  exception such that  observance of the
     restrictive  covenants would negatively impact Landlord or other tenants at
     Flowerfield.



Patriot Communications Technology, Inc. Lease                      Page 17 of 22




2.   SUBLET - The Tenant  shall not have the right to  sublease  any part of the
     demised premises.

3.   NON - NUISANCE - The Tenant  agrees to conduct its work  operations  within
     the demised  premises in such manner as to be considered  nuisance-free  to
     other Tenants,  Landlord's neighbors, and the Landlord, and to perform good
     "housekeeping"  practices in order to satisfactorily conform to the Town of
     Smithtown,  County of Suffolk,  and State of New York  applicable  laws and
     ordinances.   As  the  demised   premises  will  be  subject  to  periodic,
     unannounced inspection by the Building,  Environmental, and fire Inspectors
     having  the  authority  to cite any found  violations  which  might  have a
     detrimental effect on the Tenant, the Landlord,  or other tenants' business
     operation,  Landlord's  neighbors  or fire  insurance  premium  rates,  the
     Landlord  reserves the right to conduct its own inspections and request the
     Tenant to take any  required  corrective  action.  In the event the Tenant,
     upon receipt of a violation notice from Town,  County,  or State Officials;
     Fire Insurance Underwriter  inspectors;  or the Landlord,  fails to correct
     the  condition,  then the Tenant shall be  considered  to have violated the
     terms and  conditions  of this  lease thus  causing  its  termination  as a
     contractual  agreement  between  the Tenant and the  Landlord.  Any fees or
     penalties assessed by any municipal authority shall be paid for by Tenant.

4.   PAINT  SPRAYING - Tenant and Landlord  mutually  agree that Tenant will not
     perform any paint spraying in the demises  premises unless the Tenant has a
     paint  spray  booth that  meets  Federal,  State and Local  safety and fire
     requirements and the express written consent of the Landlord. Further it is
     agreed  that  Tenant  shall  handle  all  flammable  materials  in a manner
     consistent  with Local and State fire  regulations,  and will  utilize  the
     appropriate  safety cans  designed for specific  flammable  materials and a
     properly  vented  safety  storage  cabinet  for the  storage  of  flammable
     materials.

5.   ACTIVITY  RESTRICTIONS  - The Tenant further agrees that he will not engage
     in any of the following  activities without the prior knowledge and written
     consent of the Landlord:

          (a) No Fire Sale: Conduct or permit any fire, bankruptcy,  auction, or
          "going out of  business"  sale  (whether  real or  fictitious)  in the
          premises, or utilize any unethical method of business operation.

          (b) Not Use Building  Apron:  Use, or permit to be used,  the sidewalk
          adjacent  to, or any other space  outside,  the  premises for display,
          sale or any other similar undertaking.

          (c) Not Misuse Plumbing  Facilities:  Use the plumbing  facilities for
          disposal of any  materials  destructive  to the  physical  plumbing or
          facilities, whether through the utilization of so-called "disposal" or
          similar units or otherwise.  The plumbing facilities shall include all
          interior drains and exterior dry xxxxx,  collection basins, sumps, and
          road drains.  Not dispose of any  materials  that are  environmentally
          unacceptable to the local, state or federal governments.  In the event
          the Tenant misuses any plumbing facility,  the Landlord shall have the
          right to immediately have the affected  facility  properly cleaned and
          restored and charge the Tenant any and all associated costs.

          (d) No Liens: Subject any fixtures,  furnishings or equipment in or on
          the  premises  and affixed to the reality,  to any  mortgages,  liens,
          conditional sales agreements or encumbrances.


Patriot Communications Technology, Inc. Lease                      Page 18 of 22





          (e) Not Damage the Premises:  Perform any act or carry on any practice
          which may  damage,  mar or deface  the  premises  or any other part of
          Flowerfield. Damage shall also be construed as resin, epoxy materials,
          lacquer, paints, glues, or any other material which may become affixed
          to  Landlord's  walls,  floors,  ceiling,  and fixtures as a result of
          actions of Tenant and require  special  treatment for removal.  Tenant
          shall be required,  at its expense, to restore the demised premises to
          its original condition less normal wear and tear.

          (f) Freight Handling  Equipment:  Use any forklift truck,  tow, or any
          other machine for handling  freight in the  premises,  unless the same
          equipment, if powered, be powered by electricity or propane.

          (g) Not Exceed Floor Loads:  Place a load on any floor in the interior
          delivery system,  if any, or in the premises  exceeding the floor load
          per square foot which such floor was  designed  to carry,  or install,
          operate or  maintain  therein any heavy item of  equipment,  except in
          such manner as to achieve a proper distribution of the weight.

          (h) Not Exceed Electrical Load:  Install,  operate, or maintain in the
          premises any electrical  equipment  which will overload the electrical
          system therein,  or any part thereof,  beyond its reasonable  capacity
          for proper and safe  operation as  determined  by Landlord in light of
          the overall system and requirements  thereof in Flowerfield,  or which
          does not bear Underwriter's approval.

          (i) Not  Tamper  with LILCO or  Landlord's  "House"  Electric  Meters:
          Tenant is expressly  prohibited from tampering with electric meters in
          any manner  whatsoever  which would alter the meter's  measurement  of
          electric  use.  Tenant  will  hold  Landlord  harmless  from all civil
          claims,  fines,  and expenses and any criminal  action  resulting from
          tampering with electric meters.

          (j) Not  contaminate  the Premises:  Refrain from the dumping of waste
          oil  or  other  contaminants,   as  defined  by  environmental  and/or
          governmental  agencies,  onto, about, or into the ground. The disposal
          of all such  materials  must,  by  mutual  agreement,  conform  to the
          applicable  environmental  regulations.  The  Landlord  shall  not  be
          responsible  for the  Tenant's  violation of the  regulations  and any
          financial  penalties resulting from such acts shall be borne solely by
          the Tenant.

               In the event Tenant shall be directed by a governmental agency or
          by Landlord to cease and desist from any activity which results or may
          result in  contamination of Landlord's real property and Tenant should
          fail to immediately  comply,  Landlord shall  immediately,  under this
          provision,  become  Tenant's  Attorney in Fact to exercise any and all
          rights  and to  execute  any and all  documents  necessary  to  secure
          compliance.  Tenant hereby approves of any reasonable  action taken by
          Landlord  pursuant  to said Power of  Attorney  and waives any and all
          claims in relation thereto.


SECTION V - FINANCIAL OBLIGATIONS OF TENANT-ESCALATORS, PENALTIES, AND REMEDIES

1.   RENT  SECURITY  - At the time this  lease is signed  by both  parties,  the
     Tenant shall pay to the Landlord the sum of two thousand five hundred fifty
     dollars  ($2,550.00)  as the first  month's  rent  that is due and  payable
     

Patriot Communications Technology, Inc. Lease                      Page 19 of 22





     hereunder and the additional sum of two thousand five hundred fifty dollars
     ($2,550.00)  "security"  guaranteeing  Tenant  conformance to the terms and
     conditions of this lease.  It is mutually agreed and understood that Tenant
     was required to maintain  four  thousand  dollars  ($4,000.00)  security on
     deposit with the Landlord conforming to the terms and conditions of a lease
     ending August 31, 1997.  Tenant  requests and Landlord  agrees to apply the
     existing  security,  if any, to this lease.  Tenant therefore shall pay the
     Landlord the shortfall of none ($0) plus any  outstanding  security  monies
     due under the prior lease  which is the  difference  between  the  existing
     security and the new security required above.

     Said   security   payment  of  two  thousand  five  hundred  fifty  dollars
     ($2,550.00)  shall be deposited,  by the Landlord,  in an interest  bearing
     account and  henceforth,  for the  duration  of the lease term,  the Tenant
     shall  receive,  from the Landlord,  a return on said deposit at a rate not
     less than the current Chemical Bank, and/or its successor(s)  passbook rate
     less .25% nor more than 8.0% per annum.  Actual  return to be determined by
     the  current  market  rates as defined  herein.  Said  payments  to be made
     annually to the Tenant.

     The following  schedule shall apply for the calculation of monthly interest
     rates which rate is based on the current  annualized  average monthly yield
     on money market accounts at Chemical Bank and Loan or its successors:





      Money Market Average               Tenant Monthly Interest          Landlord
      Monthly Yield Annualized          Rate Accrued - Annualized           Yield
     ----------------------------------------------------------------------------------

                                                                     
     Curr Money Market rate but not
     less than passbook to 5.50%         actual yield -.25%                  .25%
     From 5.501% to 6.7499%                     5.25%                   0.25% to 1.499%
     From 6.75% to 9.5%                  5.25%+curr yield-6.75%               1.5%
     From 9.501 and up                          8.00%                   curr yield-8.0%



     It is agreed that on each anniversary  date of this lease,  Tenant shall be
     required to deposit  additional  security  in the amount of the  difference
     between the monthly rental rate in effect on the current  anniversary  date
     and the monthly rate in effect on the prior year's anniversary date.

     It is mutually  agreed that the security money  deposited with the Landlord
     is  considered  as a  guarantee  that  Tenant  shall  conform  to  all  the
     covenants,  addenda,  terms and  conditions  of this  lease.  The  security
     deposit or any part  thereof may be applied by the  Landlord  with no prior
     notice to cure any  default of Tenant  under this lease and upon  notice by
     Landlord of such  application,  the Tenant  shall  replenish  the  security
     deposit in full by promptly  paying to the  Landlord  the amount so applied
     within ten days from receipt of said notice.  It is further  understood and
     agreed that the amount set forth in any notice as being the amount required
     by the Landlord to maintain the security deposit at the proper amount shall
     be deemed additional rent and failure to pay same shall be a default in the
     payment of additional  rent resulting in the Landlord  having the option to
     exercise all of its remedies pursuant to this agreement.

     Under no  circumstances  shall the  security  deposit be  considered  as an
     advance  payment of the rent for the ending  month(s) of this  Lease.  Said
     deposit will be retained by the Landlord until after the Tenant has vacated
     the  premises at which time the  Landlord  shall  inspect  the  premises to
     determine if any damage has been caused by Tenant. If non exists,  then the
     deposit  will be  returned  to the Tenant,  otherwise  the deposit  will be
     considered applicable to any necessary repairs to be made by Landlord.


Patriot Communications Technology, Inc. Lease                      Page 20 of 22




     PENALTY FOR  NONPAYMENT  OF LAST MONTH'S  RENT - Tenant  agrees that in the
     event that the  Tenant  fails to pay the last  month's  rent due under this
     Lease, that Tenant will agree to pay a penalty  equivalent to an additional
     month's rent plus the cost of any and all reasonable  attorney's  fees paid
     by  Landlord in  connection  with  eviction  proceedings  commenced  due to
     Tenant's failure to pay the last month's rent.

2.   (a)  FIRE  INSURANCE  -  Notwithstanding   Covenant   Twenty-third  of  the
     preprinted  portion of this lease,  it is understood and agreed that in the
     event the fire insurance premium on the demised  building,  where Tenant is
     renting a portion thereof, is raised by virtue of the business conducted by
     the Tenant in the premises,  the Tenant will pay the Landlord the amount of
     said increase.

     (b)  LIABILITY  INSURANCE - Public  Liability and Other  Insurance:  Tenant
     covenants to provide on or before the  commencement of the demised term and
     to keep in force during the demised term a comprehensive  liability  policy
     of  insurance,  including  property  damage,  insuring  Tenant and Gyrodyne
     Company of America,  Inc. as Landlord as an additional  named insured under
     the policy against any liability for injury to persons and/or  property and
     death of any  person(s)  occurring  in on or  about  the  premises,  or any
     appurtenances thereto. Such policy or policies to be written by one or more
     responsible  insurance companies  authorized by the State of New York to do
     business  satisfactory  to Landlord and the limits of liability  thereunder
     shall  not be less  than the  amount of Five  Hundred  Thousand  ($500,000)
     dollars  in respect to any one  person  injured  killed,  not less than the
     amount of One Million  ($1,000,000) dollars in respect to any one accident,
     and not less than the amount of Fifty Thousand ($50,000) dollars in respect
     to property damages.

     All such  insurance  may be carried under the blanket  policy  covering the
     premises and any other  Tenant's  properties.  Tenant  agrees to deliver to
     Landlord,  at least  fifteen (15) days prior to the time such  insurance is
     first  required to be carried by Tenant,  and  thereafter  at least fifteen
     (15) days prior to the expiration of any such policy, either a duplicate or
     a  certificate  and  true  copy  of all  policies  procured  by  Tenant  in
     compliance  with its  obligations  hereunder,  together  with  evidence  of
     payment  thereof  and  including  an  endorsement  which  states  that such
     insurance may not be canceled,  except upon ten (10) days written notice to
     Landlord  and only  designee(s)  of Landlord,  and  complete  waiver of all
     rights of  subrogation  against the Landlord,  its servants,  agents and/or
     employees.

3.   BROKER - The Tenant warrants and represents that no broker unless otherwise
     set forth in this  agreement and if one is set forth herein no other broker
     is  involved  in  the  negotiation  of  this  lease,  nor  in  any  of  the
     transactions  connected therewith and agrees to indemnify and safe harmless
     the Landlord  from any claim for brokerage  commissions  due to acts of the
     Tenant.

4.   LEASE TERM AND  ADJUSTMENTS  - The term  period of this lease shall be from
     September  1, 1997  through  August 31, 1998.  Landlord  herewith  provides
     Tenant  an  option to once  extend  the one year term of this  lease for an
     additional single year period in accordance with the escalation  provisions
     herein stipulated;  items (a) through (f). In order to exercise its option,
     Tenant must notify Landlord, in writing, of Tenant's intent to exercise its
     one year renewal  option at least 60 days prior to the  expiration  of each
     lease term. In the event proper and timely notification as herein specified
     is not executed by Tenant,  Landlord  shall no longer be bound by the terms
     and  conditions of the option  offer.  Time and method of  notification  is
     deemed of the essence. The base annual rent for the first year of the lease
     term  period  shall  be  $30,600.00  payable  in  monthly  installments  of
     $2,550.00 each. Said base rent being subject to adjustments as follows:

Patriot Communications Technology, Inc. Lease                      Page 21 of 22





          (a) REAL ESTATE TAXES - $3,310.00  ($1.18 x 2,805 sq. ft.) of the base
          annual  rent is  allocated  to the  Landlord's  real estate tax on the
          "Flowerfield"  property  which  includes  Building  #7 and the demised
          premises  therein.  It is  agreed  that  if at any  time  the  Town of
          Smithtown, N.Y. or the Town of Brookhaven, N.Y. levies a tax increase,
          whether in the form of a rate  increase  or  assessment  change on the
          property,  regardless of the basis for change, which increase shall be
          effective  during any portion of the lease term, then there will be an
          adjustment  in the annual  rent which will be computed on the basis of
          the  percentage  of  tax  change  multiplied  by  the  $3,310.00.  The
          resultant, converted to a monthly charge if in excess of $.02/sq. ft.,
          shall be added to the  monthly  rental  rate in effect  at that  time;
          otherwise,  a single  billing  will be made during  either  January or
          February, annually, as applicable.

          (b) HEAT/FUEL OIL COST - The base annual rent includes the  Landlord's
          cost for  supplying  heat to the  demised  premises.  Said cost factor
          being set at the "peg" price of oil at $.85 per gallon  (including NYS
          Sales  Tax,  NYS Use Tax,  propane  gas,  associated  electric  costs,
          service  and  boiler  insurance).  Thus,  if at  any  time  after  the
          commencement  of this lease and the end of the lease term period,  the
          cost per gallon of oil increases above the "peg" price,  the rent will
          be  adjusted  at the rate of $.01 per  year per  square  foot of space
          (2,805 sq.  ft.) for each $.01 per gallon  increase.  This annual rent
          adjustment will be converted to a monthly charge and added to the rent
          in effect at that time.

          (c) INSURANCE - The base annual rent includes the Landlord's  cost for
          building, general liability, and related insurance.  $1,290.00 ($.46 x
          2,805 sq. ft.) of the base annual rent is allocated to the  Landlord's
          insurance requirements. The cost per square foot of $.46 is predicated
          on a 164,413 sq. ft. rental base and a premium base of $75,900.68  for
          the current  period.  In the event in any lease year,  the premium for
          Landlord's  insurance   requirements   covering  the  leased  premises
          increases  over the premium  amount in effect on the date of execution
          of this agreement,  within ten (10) days from receipt of notification,
          the Tenant shall pay its  proportionate  share of said increase to the
          Landlord.  Said  obligation  shall  be  deemed  additional  rent,  and
          Tenant's proportionate share of said increase shall be computed on the
          basis of the percentage  increase in insurance costs multiplied by the
          $1,290.00. Notification by Landlord shall be deemed conclusive if sent
          in writing, setting forth the computations resulting in a statement as
          to Tenant's  proportionate  liability.  Notwithstanding  anything else
          contained herein to the contrary,  this obligation of the Tenant shall
          remain  in full  force  and  effect  even if the  Landlord  elects  to
          self-insure  provided  the  Landlord  presents a statement  in writing
          showing  what the  premium  amount  would be and the  increase  if the
          Landlord had elected not to self-insure.

          (d) GARBAGE/TRASH REMOVAL COST - FOR ESCALATION PURPOSES ONLY: $842.00
          ($.30 x 2,805  sq.  ft.)  of the  base  annual  rent is  allocated  to
          garbage/trash   and  recyclable   material  removal  for  the  demised
          premises. Landlord has reserved in the rental base a flat $.101 charge
          per square foot for the removal of pallets, oversized debris, dumpster
          area cleanup,  land  allocation  expense and overhead  charges.  It is
          mutually agreed that the $.30/sq. ft. rate is a pro rata apportionment
          of cartage expenses for garbage and separable recyclables.  Any change
          in the Town of Smithtown  Town Code which may:  establish a commercial
          cartage  district,  implement  direct  charge  tipping  fee(s)  and/or
          administrative  assessment(s)  on Landlord,  change the composition of
          required recyclable(s),  or otherwise impact the total cartage expense
          allocable to the demised premises shall be  passed-through  to Tenant.
          Further,  if at any time  after  the  commencement  of this  lease and
          before the end of the lease term period,  the cartage rates charged to
          the  Landlord  by the  Landlord's  xxxxxx  increase,  there will be an
          adjustment in the annual rent  predicated on Tenant's  allocable base.
          Tenant's base "peg" for all additional charges,  regardless of source,
          shall be  2,805/100,214  sq. ft. or 2.8% of the total  current xxxx of
          $30,000.60.  The total cartage xxxx for calculation  purposes shall be
          deemed to include all Town of Smithtown  and cartage  company  charges
          plus  applicable  federal,   state  and  local  taxes.  Any  resultant
          additional  rental,  converted to a monthly charge,  shall be added to
          the monthly rental rate in effect at that time.


Patriot Communications Technology, Inc. Lease                      Page 22 of 22




          (e)  SECURITY  GUARDS - $738.00  ($.263 x 2,805  sq.  ft.) of the base
          annual rent is  allocated to security  guard  services for the demised
          premises.  Landlord has determined  that security  services during the
          1997  calendar  year,  January 1st  through  December  31st,  shall be
          assessed  at the rate of $21.92  per month  per 1,000  square  feet of
          rented space based on a budgeted cost of $43,203.00  apportioned  over
          164,413 sq. ft. rental base.  This provision shall not be construed to
          limit  Landlord's  ability  to  continue  to  provide  security  guard
          services to Tenant.  Landlord may, in its sole  discretion,  extend or
          curtail  security  guard  services in any manner  deemed  necessary by
          Landlord.  Landlord  may adjust  Tenant's  annual rent to reflect such
          changes in security guard services.

          (f)  COST OF  LIVING  ADJUSTMENT  - On each  anniversary  date of this
          lease, there will be a "Cost of Living (C.O.L.)" rent adjustment based
          upon the to-be-published  Consumer Price Index for July, 1997 and each
          succeeding  July  Consumer  Price  Index or a flat four  (4%)  percent
          increase whichever is greater.

          In this regard, $22,036.00 of the first year's base rent of $30,600.00
          shall be the C.O.L.  base subject to the first annual rent  adjustment
          without  regard to abatements or  concessions,  if any. In making such
          calculations, no effect shall be given to existing rent concessions or
          abatements (if any). The amount of said rent  adjustment  added to the
          C.O.L.  base rent will  establish the new C.O.L.  base rent subject to
          the  following  year's "Cost of Living"  adjustment.  The same formula
          will be used to determine subsequent "C.O.L." adjustments.

          "Price  Index"  shall  mean the  Consumer  Price  Index  for All Urban
          Consumers,  published by the Bureau of Labor  Statistics  (BLS),  U.S.
          Department  of Labor,  New York,  NY and  Northeastern  N.J..  region,
          1982-84 = 100, or any other renamed local index covering the New York,
          NY region.

          If the BLS changes  the  publication  frequency  of the Price Index so
          that  a  Price  Index  is  not  available  to  make  a  cost-of-living
          adjustment  of annual rent as  specified  herein,  the  cost-of-living
          adjustment  shall be based on the  percentage  difference  between the
          Price Index for the closest preceding month for which a Price Index is
          available  and the Price  Index for the Base  Month as defined in this
          Lease.

          In the  event  that the  Consumer  Price  Index  (CPI)  ceases  to use
          1982-84=100  as  the  basis  calculation,  or  if in  Landlord's  sole
          judgment, a substantial change is made in the terms or number of items
          contained   in  the  CPI,   then  the  CPI  shall  be  adjusted   (the
          "Adjustment")  to the figure  that  would have been  arrived at (or as
          close  to such  figure  as  shall  be  practical)  had the  manner  of
          

Patriot Communications Technology, Inc. Lease                     Page 23 of 22




          computing  the  CPI in  effect  at the  date of this  lease  not  been
          altered.  Further, if in Landlord's sole judgment,  such adjustment is
          impossible  or  impractical,  then the  revised CPI shall be deemed to
          replace the original CPI for purposes of this covenant.

          If the BLS otherwise  substantially revises, or ceases publication of,
          the  Price   Index,   then  a   substitute   index   for   determining
          cost-of-living  adjustments,  issued  by  the  BLS  or  by a  reliable
          governmental  or other  nonpartisan  publication,  shall be reasonably
          designated by Landlord.

5.   ACCOUNTING  METHODS - It is understood and agreed that upon presentation to
     the Tenant of any computation with respect to rent, and/or additional rent,
     or utilities,  or  computations as to the amount of money to be paid by the
     Tenant concerning any obligation  referred to in this lease to be performed
     by the Tenant,  provided said  computations  are predicated upon reasonable
     accounting methods and procedures,  then and in that event, computations of
     the  Landlord  shall be deemed  conclusive  and binding upon Tenant and the
     Tenant hereby waives the  presentation  of any and all invoices,  checks or
     bills prior to making  said  payment  and during any trial  concerning  the
     failure of the Tenant to make said payments.

6.   LATE  PAYMENT  PENALTIES  - Rent  and any  other  Tenant  incurred  charges
     appearing  on the  Landlord's  monthly  invoices are due and payable to the
     Landlord on the first day of each month. There will be a four (4) day grace
     period through the fifth (5th) day of the month for the payment of such due
     bills.  However any such  unpaid  bills after said date will be assessed at
     the late charge rate of $3.00 per day or 2% per month, whichever is higher,
     computed  from the first day of the month in which said xxxx is due, to the
     date of payment to the Landlord.  This late charge shall be cumulative  and
     be deemed an  additive  to the rent for the month  such due xxxx is issued.
     Late Charges run concurrently (for example:  October and November rents are
     paid  December  1st,  therefore,  a total late penalty of $273.00  would be
     applicable  - $183.00 for the 61 days  outstanding  on the October rent and
     $90.00 for the 30 days outstanding on the November rent.)

     Tenant's postdated check will be considered subject to the above assessment
     if the check date exceeds the above stated payment deadline.

     In the event a Tenant  check  fails  bank  clearance  for any  reason,  the
     Landlord  shall  charge the Tenant with a $20.00  penalty fee to cover bank
     and  administrative  costs.  If the Tenant fails to correct this deficiency
     and has not paid the Landlord the monies due by the tenth day of the month,
     then the late charge as set forth above shall be applicable.

     The  Landlord's  failure to demand or collect said late charges shall in no
     way be deemed a waiver of any right thereto or any other rights or remedies
     that the  Landlord  may have  under the  terms of this  lease,  by  summary
     proceedings or otherwise.

7.   ADDITIONAL RENT - Any and all payments and/or expenses  required to be paid
     by the Tenant shall be deemed  additional rent and rent if same are due the
     Landlord or in the event the Landlord  expends said monies on behalf of the
     Tenant for which the Tenant has an obligation to reimburse the Landlord.

8.   CESSATION OF UTILITIES - Tenant  hereby agrees that in the event the Tenant
     has failed to pay to the  Landlord  any utility  charges that are billed to
     the Tenant by the Landlord and said charges  remain unpaid and  outstanding
     for a period of 60 days, in addition to the other remedies the Landlord may
    

Patriot Communications Technology, Inc. Lease                      Page 24 of 22





     have,  the Landlord shall have the right to terminate the providing of said
     utilities to the leased  premises of the Tenant.  Notwithstanding  anything
     else contained herein to the contrary, in such event, the Tenant waives any
     and  all  claims   against  the  Landlord   for  any  damages   whatsoever,
     consequential  and/or  punitive,  that may be  incurred  by the Tenant as a
     result of the termination of said utilities.

9.   NOTICES AND SERVICE OF PROCESS - Any notice or demand which under the terms
     of this  lease or  under  any  statute  must or may be given or made by the
     parties  hereto or legal  documents  including,  but not limited to,  those
     documents  commencing legal action and/or  proceedings  shall be in writing
     and shall be deemed properly served upon the Tenant if served personally or
     by mailing same  through the U.S.  mail to either the address of the Tenant
     as stated in the  preprinted  portion of the lease or the initialed  Tenant
     Fact Sheet or to any of the personal  guarantors of said lease. If and when
     said service is made, the Tenant hereby waives any  jurisdictional  defects
     and/or claims of improper service.

10.  DEFAULT - Tenant hereby agrees that in the event Tenant  breaches the terms
     and conditions of this lease for two  consecutive  monthly periods or three
     times in any 12  month  period,  same  shall be  deemed a  default  thereby
     permitting  the Landlord,  at its option to terminate this Lease as per the
     terms and conditions of said Lease.

11.  ALLOCATION  OF PARTIAL  PAYMENTS  AND  DISPUTES - In the event of a partial
     payment  or a payment  on  account,  hereinafter  for the  purpose  of this
     provision these terms are used  interchangeably,  Tenant shall not have the
     right to allocate  payment(s)  against specific  charge(s) on an invoice(s)
     submitted  by  Landlord.  Further,  Tenant  waives  the right to claim that
     Landlord shall be diminished legally with respect to accepting said partial
     payment  in any  arbitration  or  legal  proceeding.  Landlord  and  Tenant
     herewith reaffirm Landlord's  undiminished  rights, with respect to partial
     payment(s)  by Tenant,  to recovery by Landlord  for amounts  invoiced  and
     unremitted  by Tenant;  recovery of any  penalties,  as provided  elsewhere
     herein,  that may be assessed Tenant for underpayment;  and recovery of the
     premises,  if such  recovery  shall be the  subsequent  result of a default
     declaration.

     In the event of a dispute  between  Landlord  and Tenant  for any  invoiced
     amounts, other than those pertaining to base rent, Tenant shall be required
     to remit payment in full as per the terms of the invoice, and if no payment
     terms  are  stated,  within  thirty  (30) days of  invoice,  with a written
     protest   detailing   all   allegations,    financial   calculations,   and
     documentation  for those  amounts in dispute.  In the event the parties are
     unable to resolve the dispute  within  sixty days of the  remittance,  both
     parties agree to submit to binding arbitration with respect to the disputed
     amount(s). Failure to remit disputed amounts shall be construed by Landlord
     as  non-payment  and shall  remain  grounds  for a default  declaration  by
     Landlord.  Unless a written  notice to Landlord of a dispute,  conveyed and
     qualified under NOTICES AND SERVICE OF PROCESS herein,  is made at the time
     of remittance, Tenant waives all rights to recourse.

12.  RENT  ACCELERATION - Anything herein to the contrary  notwithstanding,  the
     premises  herein  mentioned  are  demised for the whole term with the whole
     amount of rent herein  reserved,  due and payable at the time of the making
     of this lease and the payment of rent in installments as herein provided is
     for the  convenience  of the Tenant  only.  If default by the Tenant in the
     making of any  installment  payment of rent  occurs,  then the whole of the
     rent reserved for the whole period shall then become due and payable to the
     Landlord without notice or demand.

Patriot Communications Technology, Inc. Lease                      Page 25 of 22




13.  LANGUAGE  PRECEDENCE  - In the event of  conflict  between  the  preprinted
     portion of this Lease and the Addendum hereto, the terms and conditions set
     forth in the Addendum shall control.

14.  HEADINGS - Headings used  throughout  this Lease are inserted for reference
     purposes  only,  and are not to be  considered  or taken  into  account  in
     construing the terms or provisions of any covenant or paragraph  hereof nor
     to be deemed in any way to  qualify,  modify or  explain  the effect of any
     such provisions or terms.

15.  ATTORNEY'S  FEES - All  parties  agree  that  $500.00 is  reasonable  as an
     attorney's  fees if the  matter  is  resolved  after  service  of Notice of
     Petition  and  Petition  and  receipt  of  Tenant's  response  and prior to
     appearing in court. In the event any further papers not associated with the
     above  resolution  must be prepared  and/or further  expenditure of time is
     required, then, and in that event, Landlord shall be entitled to additional
     reasonable  legal fees over and above the sum of $500.00 at the agreed upon
     stipulated reasonable sum of $175.00 per hour.

16.  ADDRESS  DESIGNATION  - Landlord has the full right at any time to name and
     change the name of the building  and property and to change the  designated
     address of the  building  and  property.  The  building and property may be
     named after any person,  firm or otherwise,  whether or not the name is, or
     resembles, the name of a tenant of the building and property.

17.  EARLY   TERMINATION  -  Landlord   herewith  agrees,   with  the  following
     qualification,  to release  Tenant from this lease,  if and only if, during
     the term of this lease Tenant and Landlord  enter into another  lease for a
     different  premises at  Flowerfield.  Tenant  shall  remain  liable for all
     applicable covenants, such as, but not restricted to: reversion provisions,
     exit charges, abandonment, etc., as if this lease had run its full course.

18.  LEASE AMENDMENTS - If, in the event that the Landlord desires  financing or
     refinancing  for the  premise  of which the  demised  premise  form a part,
     Tenant may not withhold,  delay, or defer consent for any  modifications to
     the lease as a condition for the financing or refinancing.

     Remedies - The Tenant is permitted  fifteen (15) days after written  notice
     from the Landlord to conform to the  conditions  which are requested by the
     lender.  If Tenant  fails or  refuses to execute  conditions  requested  by
     Landlord, Landlord reserves the right to terminate the lease or perform the
     execution   of  any   document   for  and  on   behalf  of  Tenant  as  its
     attorney-in-fact. Landlord as attorney-in-fact may only execute instruments
     pertaining to conditions requested by lender.


SECTION VI  -  VACATION AND ABANDONMENT

1.   HOLDOVER - In the event this lease is not renewed and the Tenant has failed
     to vacate the  premises  prior to August 31, 1998 or as extended by Section
     V,  Paragraph 4. (f) then the Tenant agrees to pay the Landlord  triple the
     monthly rent then  applicable for each month or portion thereof that Tenant
     retains  possession  of the  premises  or any  portion  thereof,  after the
     expiration  or  termination  of this lease and shall  also pay all  damages
     sustained by Landlord by reason of such retention of possession.

Patriot Communications Technology, Inc. Lease                      Page 26 of 22




     In  addition,  Tenant will also pay those other  items of  additional  rent
     which would have been  payable  monthly  pursuant  to this lease,  had this
     lease not expired.  The  provisions of this section shall not  constitute a
     waiver by the Landlord of any reentry  rights of the  Landlord  pursuant to
     other provisions contained herein or as provided by law. At the sole option
     of the  Landlord,  expressed  by  written  notice  to the  Tenant,  but not
     otherwise, such holding over shall constitute a renewal of this lease for a
     period of one year on the terms and  conditions  herein set forth at triple
     the then current  monthly rent. In the event the Landlord does not exercise
     said  option,  then as  previously  set  forth,  the  Tenant  shall pay the
     Landlord triple the then monthly rent during the holdover period.

2.   GUARANTEES - It is mutually  agreed and understood that if Tenant after the
     conclusion of the hereinbefore  defined lease term becomes a month-to-month
     tenant, a tenant at will, or a holdover tenant, all personal, business, and
     corporate  guarantees  applicable  to the  hereinbefore  defined lease term
     shall unequivocally also apply to the extended lease term.

3.        (a) ABANDONED  PROPERTY - It is hereby  understood  and agreed that in
          the event the Tenant  leaves any  property on the demised  premises or
          any  common  areas in,  on, or about  Flowerfield,  subsequent  to the
          expiration  of the within  lease that said  property is hereby  deemed
          abandoned  and the Landlord may dispose of said property at its option
          without  any  liability  on the part of the  Landlord.  It is  further
          understood and agreed that the Tenant waives any and all rights, title
          and interest to said property,  releases and waives any and all claims
          thereto and further  agrees that the Tenant will be responsible to the
          Landlord for any and all expenses incurred by the Landlord  concerning
          said property.

          (b)  UNAUTHORIZED  VEHICLES  -  Landlord  retains  the  sole  right to
          reassign  parking and may, with one week's written notice,  change the
          parking lot and/or parking area  assignment of Tenant.  Landlord shall
          not  unilaterally,  however,  reduce the agreed upon  spaces  allotted
          Tenant  above.  It is  understood  and  agreed  that in the  event any
          vehicles of any parties,  their  servants,  agents  and/or  employees,
          invitees,  licensees,  subtenants,  etc., are improperly parked on the
          grounds  of the  Landlord,  the  Landlord  is hereby  granted  express
          permission to take any and all necessary steps to remove said vehicles
          including  but not  limited  to the towing of said  vehicles.  For the
          purpose of this paragraph  "improperly  parked" shall mean any vehicle
          parked in a loading zone;  parked in an area designated with a sign as
          a no parking  zone;  parked in other than a  designated  parking  lot,
          parked overnight  without the express  permission of the Landlord,  or
          parked overnight in other than a fenced-in  reserved parking area. Any
          and all expenses  relating to the removal of said vehicles  and/or the
          safeguarding of said vehicles,  if the Landlord elects to do so, shall
          be the  responsibility  of  either  the owner of the  vehicles  or the
          applicable  tenant whose  business led to said  vehicles  being on the
          grounds of the Landlord and said parties  hereby agree to  immediately
          reimburse the Landlord for said expenses together with interest at the
          2% per month and same shall  constitute  additional  rent to which the
          failure to pay shall result in the Landlord exercising, at its option,
          any of the  remedies  provided  for  herein.  The Tenant  specifically
          waives any claim for  damages  arising  from the  removal of  vehicles
          owned  and/or  operated by the Tenant,  its  servants,  agents  and/or
          employees and releases the Landlord from any such claims. In the event
          claims are made by third  parties  as a result of the  removal of said
          vehicles  or any damage  caused to said  vehicles,  the Tenant  hereby
          agrees to hold harmless,  indemnify and defend the Landlord concerning
          said claims.

Patriot Communications Technology, Inc. Lease                      Page 27 of 22




          In the event Tenant fails to comply with this provision, Tenant hereby
          appoints the Landlord as its Attorney in Fact, authorizing Landlord to
          execute  all  documents  and take any  action  on  behalf of Tenant to
          secure compliance  herewith.  Tenant hereby agrees that the exercising
          of said Power of Attorney by Landlord is proper and waives any and all
          claims concerning same.

          (C)  UNPLATED  VEHICLES  - It is agreed  that motor  vehicles  without
          license plates constitute a special situation.  Any unregistered motor
          vehicle parked on the Flowerfield  premises will be subject to all the
          conditions herein above described and to a ten ($10.00) dollar per day
          parking fee effective after the first twenty-four hours of parking. In
          the event Tenant fails to comply with this  provision,  Tenant  hereby
          appoints the Landlord as its Attorney in Fact, authorizing Landlord to
          execute  all  documents  and take any  action  on  behalf of Tenant to
          secure compliance  herewith.  Tenant hereby agrees that the exercising
          of said Power of Attorney by Landlord is proper and waives any and all
          claims concerning same.

          (d) WASTE - Tenant at  expiration  of Lease shall be solely liable for
          removal of any drums,  cans, or containers over one gallon in addition
          to its  other  responsibilities.  In the  event  the  drums,  cans  or
          containers  are not  removed,  until such time that same are  complied
          with,  Tenant  agrees  not to  demand  return  of any  portion  or its
          securities  being held by Landlord.  In addition  thereto,  the Tenant
          again  appoints  the  Landlord as its Attorney in Fact to exercise any
          and all rights,  and to execute  any and all  documents  necessary  to
          secure  compliance with this provision.  Tenant hereby approves of any
          actions  taken by the Landlord  pursuant to said Power of Attorney and
          waives any and all claims in relation thereto.

4.   ENTIRE  AGREEMENT  -  This  Lease  with  attached  preprinted  portion  and
     Addendums  is the  complete  agreement  between  Tenant and Landlord in its
     entirety with respect to the premises  leased herein and cannot be changed,
     modified or terminated orally.  There are no  representations,  agreements,
     arrangements or understandings oral or written, between Tenant and Landlord
     up to the date of this Lease, which are not fully contained herein.

                                       Gyrodyne Company of America, Inc.


                                       /s/ Xxxxx Xxxxxxxxx
                                       -----------------------------------------
(Date)  8/27/97                       (Landlord)
       ---------
                                       Patriot Communications Technology, Inc.


                                       /s/ Xxxxx Xxxxxxx
                                       -----------------------------------------
(Date)  8/27/97                        (Tenant)
       ---------

Patriot Communications Technology, Inc. Lease                      Page 28 of 22







                           Tenant Billing Change Form


         1.       Tenant Name       Patriot Communications Technology, Inc.

         2.       Tenant Number     126

         3.       Xxxxxx Xxxxxxx    0 Xxxxxxxxxxx, Xxxxx 000, 102 & 000
                                            Xx. Xxxxx, XX 00000

                  Billing Address   No change

         4.       Reason for Change 1 year renewal of lease with 1 year option

         5.       Effective Date    9/1/97

         6.       Log #                     _______________________________

         7.       Duration          1 year - 9/1/97-8/31/98

         8.       Comments          1)  Increase base rent to $2,550.00/month

                                    2)  Increase security to $2,550.00
                                        (nothing to xxxx for)

                                    3)  Sprinkler percentage - 5.24%

                                            4)  2,805 square feet





Patriot Communications Technology, Inc. Lease                      Page 29 of 22