AGREEMENT OF LEASE

AGREEMENT, made as of this 20th day of December, 1996, by and between Briarcliffe College, Inc., having its principal office at 250 Crossways Park Drive, Woodbury, New York, 11747, hereinafter referred to as "Landlord" and Gaines, Berland Inc. with offices located at 6900 Jericho Turnpike, Syosset, New York 11791, hereinafter referred to as "Tenant."

W I T N E S S E T H:

Landlord and Tenant hereby covenant and agree as follows:

PREMISES

1. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord the space substantially as shown on the rental plan initialed by the parties and made part hereof as Exhibit 1 in the building known as 1055 Stewart Avenue, Beth page, New York, 11714, (the "Building") hereinafter referred to as the "demised premises." A plan of the Building is annexed hereto as Exhibit 2. Landlord also grants to Tenant, subject to the terms and conditions hereof, anon-exclusive right to use the common areas of the Building (including the loading dock) and land surrounding the Building within which the demised premises are located, except as modified herein.

TERM

2. The term of this Lease shall commence on "Term Commencement Date" as defined herein, and shall terminate one hundred twenty three (123) full calendar months thereafter, hereinafter referred to as the "Expiration Date" unless earlier terminated as herein provided. The foregoing notwithstanding, if the Term Commencement Date occurs on other than the first day of a calendar month, then the Term Commencement Date shall be (i) the number of days in the partial month' in which the Term Commencement Date occurs, plus (ii) one hundred twenty three (123) full calendar months ("Initial Term").

If on the foregoing date specified for the Term Commencement Date the Landlord shall be unable to deliver possession of the premises to Tenant, then the Term Commencement Date shall be postponed until the date on which the demised premises shall be "delivered" and the term of this Lease (hereinafter referred to as the "Demised Term") shall be extended so that the Expiration Dates hall be one hundred twenty three (123) months after the last day of the month in which the Term Commencement Date occurs. Tenant has had an opportunity to examine the Premises and acknowledges that Landlord shall not make any alterations or improvements thereto except as provided herein.

a. Extended Term. Subject to the terms of Article 47 hereof, Landlord hereby grants to Tenant the right and option to extend the Term of this Lease for one (1) period of thirty-six (36) full calendar months (the "Extended Term"). If Tenant desires to exercise its option to extend the Lease Term, Tenant shall, at least two hundred seventy (270) calendar days prior to the last day of the Initial Term, whichever is applicable, give Landlord a written notice of its exercise of said option. Landlord may within thirty (30) days of receipt of Tenant's notice to exercise such option for an Extended Term, may give notice that Landlord desires to use the demised premises for its own operations as a college (and not to lease to others), in which event the Tenant's right to extend the term shall be void. The term of this Lease shall expire without any extension or renewal thereof. If Landlord fails to give such notice within said thirty (30) day period Tenant's exercise shall be effective upon the expiration of said thirty (30) day period without such notice being given by Landlord. The Extended Term shall be on all of the terms and conditions contained herein, except that the Base Rent shall be as set forth in Paragraph 47 herein.

b. Commencement Date. The Initial Term of this Lease shall commence sixty (60) days (but no earlier than March 1, 1997) after Tenant's receipt of written notice that "Substantial Completion" (as defined in Paragraph 2 (c) (i) and (ii)) of the Landlord's Work in the demised premises has occurred. The date on which the Initial Term commences shall be known as the "Term Commencement Date". The Term Commencement Date and the regular expiration date of the Initial Term as provided in Paragraph 2 above shall be confirmed by Landlord and Tenant in writing after the occurrence of the Commencement Date. Said written confirmation shall be appended to the Lease as Exhibit 3. In the event Landlord has not given notice of substantial completion on or before February 15, 1997, Tenant may, provided it has not already taken possession of the Premises, by giving written notice to Landlord within thirty (30) days of February 15, 1997, elect to cancel this Lease and any sums paid by Tenant to Landlord shall be returned to Tenant within fifteen (15) days and thereupon neither party hereto shall have any further liability to the other. The provisions of paragraph 37 (a) shall not operate to extend or enlarge the date of February 15, 1997.

c. Substantial Completion. Landlord shall use its best efforts to substantially complete the Landlord's Work on or before January 31, 1997. For purposes of the Term Commencement notice, the Landlord's Work shall be deemed "substantially complete" when:

i. Landlord's Construction Manager shall specify in writing that the following items shown on Exhibit 4 have been substantially completed in conformity with the Tenant-approved plans and specifications therefor annexed hereto as Exhibit 4 (Landlord's Work) and in conformity with all applicable rules, statutes and codes; (i) Item 1 and 2, (ii) south elevator from Item 4;

ii. all utilities and south elevator service necessary for the operation and use of the demised premises have been installed, connected and are available for use; and

iii. the balance of the items on Exhibit 4 shall be substantially completed by January 31, 1997.

iv. Upon substantial completion of Subparagraph s (i) and (ii), Landlord may send notice of substantial completion for purposes of starting the sixty day period prior to the Term Commencement Date.

d. Installations by Tenant. Upon execution of this Lease, Tenant may enter upon the demised premises for measurements, cabling, installation of fixtures and other items of construction not being done by Landlord and to inspect the progress and quality of Landlord's work. Such entry shall be upon all the terms and conditions hereof except the payment of rent and additional rent and shall not be deemed taking of possession such that the term shall commence as provided in (b) hereof. All insurance required to be obtained by Tenant and its subcontractors or agents herein shall be obtained and evidence thereof shall be delivered to Landlord prior to such entry and any work performed by Tenant shall not materially interfere with the progress of Landlord's work or other work of Landlord either in the demised premises or elsewhere in the Building.

RENT

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