<SUBMISSION>
<ACCESSION-NUMBER>0001084869-06-000008
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20060101
<FILING-DATE>20060210
<DATE-OF-FILING-DATE-CHANGE>20060210
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>1 800 FLOWERS COM INC
<CIK>0001084869
<ASSIGNED-SIC>5990
<IRS-NUMBER>113117311
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0627
</COMPANY-DATA>
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<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-26841
<FILM-NUMBER>06597096
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
<PHONE>5162376000
</BUSINESS-ADDRESS>
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<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
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<TYPE>10-Q
<SEQUENCE>1
<FILENAME>tenq.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended January 1, 2006


          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from ___ to ___

                           Commission File No. 0-26841

                             1-800-FLOWERS.COM, Inc.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                                    11-3117311
     --------                                                    ----------
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                          Identification No.)

                One Old Country Road, Carle Place, New York 11514
                -------------------------------------------------
               (Address of principal executive offices)(Zip code)

                                 (516) 237-6000
                                  -------------
              (Registrant's telephone number, including area code)

                  1600 Stewart Avenue, Westbury, New York 11590
                  ---------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.                                Yes (X) No ( )

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).                       Yes (X) No ( )

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                  Yes ( ) No (X)

The number of shares  outstanding of each of the Registrant's  classes of common
stock:

                                   28,222,698
                                   ----------
  (Number of shares of Class A common stock outstanding as of February 2, 2006)

                                   36,858,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of February 2, 2006)

<PAGE>



                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                           Page
                                                                           ----
Part I.    Financial Information

  Item 1.   Consolidated Financial Statements:

            Consolidated Balance Sheets - January 1, 2006
             (Unaudited) and July 3, 2005                                     1

            Consolidated Statements of Income (Unaudited) - Three
             and Six Months Ended January 1, 2006 and December 26,
             2004                                                             2

            Consolidated Statements of Cash Flows (Unaudited) - Three
             and Six Months Ended January 1, 2006 and December 26,
             2004                                                             3

            Notes to Consolidated Financial Statements (Unaudited)            4



  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             12

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk       19

  Item 4.   Controls and Procedures                                          19

Part II.    Other Information

  Item 1.   Legal Proceedings                                                20

  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      20

  Item 3.   Defaults upon Senior Securities                                  20

  Item 4.   Submission of Matters to a Vote of Security Holders              20

  Item 5.   Other Information                                                21

  Item 6.   Exhibits                                                         21

Signatures                                                                   22


<PAGE>

PART I. - FINANCIAL INFORMATION

ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS


                                       1-800-FLOWERS.COM, Inc. and Subsidiaries
                                              Consolidated Balance Sheets
                                           (in thousands, except share data)
<TABLE>
<S>                                                                                      <C>             <C>
                                                                                       January 1,       July 3,
                                                                                         2006            2005
                                                                                     --------------  ------------
                                                                                      (unaudited)
Assets
Current assets:
 Cash and equivalents                                                                   $60,872       $ 39,961
 Short-term investments                                                                       -          6,647
 Receivables, net                                                                        15,536         10,619
 Inventories                                                                             38,967         28,675
 Deferred income taxes                                                                    7,149         10,219
 Prepaid and other                                                                        6,027          5,289
                                                                                     --------------  ------------
    Total current assets                                                                128,551        101,410

Property, plant and equipment, net                                                       56,555         50,474
Goodwill                                                                                 66,692         63,219
Other intangibles, net                                                                   15,580         14,215
Deferred income taxes                                                                    17,161         17,161
Other assets                                                                              6,647          5,473
                                                                                     -------------   ------------
Total assets                                                                           $291,186       $251,952
                                                                                     =============   ============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                  $93,053       $ 57,121
 Current maturities of long-term debt and obligations under capital leases                2,243          2,597
                                                                                     -------------   ------------
   Total current liabilities                                                             95,296         59,718
Long-term debt and obligations under capital leases                                       2,388          3,347
Other liabilities                                                                         2,606          2,553
                                                                                     -------------   ------------
Total liabilities                                                                       100,290         65,618
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued                   -              -
 Class A common stock, $.01 par value, 200,000,000 shares authorized, 29,781,118
  and 29,888,603 shares issued at January 1, 2006 and July 3, 2005, respectively            298            300
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,138,465
  and 42,144,465 shares issued at January 1, 2006 and July 3, 2005, respectively            421            421
 Additional paid-in capital                                                             259,910        258,848
 Retained deficit                                                                       (55,488)       (59,198)
 Deferred compensation                                                                        -         (1,116)
 Treasury stock, at cost-1,562,850 and 1,380,850 Class A shares at January 1,
  2006 and July 3, 2005, respectively and 5,280,000 Class B shares                      (14,245)       (12,921)
                                                                                     -------------   ------------
   Total stockholders' equity                                                           190,896        186,334
                                                                                     -------------   ------------
Total liabilities and stockholders' equity                                            $ 291,186       $251,952
                                                                                     =============   ============
</TABLE>








         See accompanying notes.

                                       1
<PAGE>



                                       1-800-FLOWERS.COM, Inc. and Subsidiaries
                                           Consolidated Statements of Income
                                         (in thousands, except per share data)
                                                      (unaudited)

<TABLE>
<S>                                                              <C>               <C>               <C>                 <C>
                                                                     Three Months Ended                  Six Months Ended
                                                             ---------------------------------   ---------------------------------
                                                                January 1,      December 26,       January 1,      December 26,
                                                                  2006             2004               2006             2004
                                                             ---------------- ----------------   ---------------  ----------------
Net revenues                                                    $277,829        $230,014            $390,594         $327,528
Cost of revenues                                                 152,837         127,402             219,576          185,344
                                                             ---------------- ----------------   ---------------  ----------------
Gross profit                                                     124,992         102,612             171,018          142,184
Operating expenses:
 Marketing and sales                                              87,874          72,841             126,098          102,733
 Technology and development                                        4,797           3,292               9,566            6,396
 General and administrative                                       10,357           7,954              20,993           15,556
 Depreciation and amortization                                     3,809           3,770               7,333            7,666
                                                             ---------------- ----------------   ---------------  ----------------
   Total operating expenses                                      106,837          87,857             163,990          132,351
                                                             ---------------- ----------------   ---------------  ----------------
Operating income                                                  18,155          14,755               7,028            9,833
Other income (expense):
 Interest income                                                     141             275                 356              657
 Interest expense                                                   (113)           (124)               (197)            (265)
 Other                                                              (143)             21                (137)              25
                                                             ---------------- ----------------   ---------------  ----------------
Total other income (expense), net                                   (115)            172                  22              417
                                                             ---------------- ----------------   ---------------  ----------------
Income before income taxes                                        18,040          14,927               7,050           10,250
Income taxes                                                      (7,704)         (6,223)             (3,340)          (4,256)
                                                             ---------------- ----------------   ---------------  ----------------
Net income                                                       $10,336          $8,704              $3,710           $5,994
                                                             ================ ================   ===============  ================
Basic and diluted net income per common share                      $0.16           $0.13               $0.06            $0.09
                                                             ================ ================   ===============  ================
Weighted average shares used in the calculation
 of net income per common share
        Basic                                                     65,065          66,061              65,076           66,135
                                                             ================ ================   ===============  ================
        Diluted                                                   66,395          67,637              66,395           67,627
                                                             ================ ================   ===============  ================

</TABLE>



See accompanying notes.



                                       2

<PAGE>



                                       1-800-FLOWERS.COM, Inc. and Subsidiaries
                                         Consolidated Statements of Cash Flows
                                                    (in thousands)
                                                      (unaudited)
<TABLE>
<S>                                                                                      <C>             <C>
                                                                                          Six Months Ended
                                                                                   --------------------------------
                                                                                     January 1,       December 26,
                                                                                        2006             2004
                                                                                   ---------------   --------------
Operating activities:
Net income                                                                                 $3,710         $5,994
Reconciliation of net income to net cash provided by operations:
 Depreciation and amortization                                                              7,333          7,666
 Deferred income taxes                                                                      3,070          4,256
 Stock based compensation                                                                   1,997              -
 Bad debt expense                                                                             160            146
 Other non-cash items                                                                         166              -
Changes in operating items, excluding the effects of acquisitions:
    Receivables                                                                            (4,455)       (11,078)
    Inventories                                                                            (8,190)        (7,719)
    Prepaid and other                                                                         264           (620)
    Accounts payable and accrued expenses                                                  33,334         15,765
    Other assets                                                                           (1,576)         1,592
    Other liabilities                                                                          54            296
                                                                                   ---------------   --------------
 Net cash provided by operating activities                                                 35,867         16,298


Investing activities:
Purchase of investments                                                                         -        (32,866)
Sale of investments                                                                         6,695         40,903
Acquisition, net of cash acquired                                                          (4,959)        (9,674)
Capital expenditures, net of non-cash expenditures                                        (13,083)        (5,653)
Other                                                                                          86              2
                                                                                   ---------------   --------------
 Net cash used in investing activities                                                    (11,261)        (7,288)

Financing activities:
Acquisition of treasury stock                                                              (1,324)        (2,175)
Proceeds from employee stock options/purchase plan                                            179            645
Repayment of notes payable and bank borrowings                                             (1,815)          (654)
Payment of capital lease obligations                                                         (735)          (856)
                                                                                   ---------------   --------------
  Net cash used in financing activities                                                    (3,695)        (3,040)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                         20,911          5,970
Cash and equivalents:
  Beginning of period                                                                      39,961         80,824
                                                                                   ---------------   --------------
  End of period                                                                           $60,872        $86,794
                                                                                   ===============   ==============

</TABLE>






See accompanying notes.


                                       3


<PAGE>


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six months ended January 1, 2006 are not necessarily indicative of the
results that may be expected for the fiscal year ending July 2, 2006.

The balance sheet  information at July 3, 2005 has been derived from the audited
financial statements at that date.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
fiscal year ended July 3, 2005.

Use of Estimates

The  preparation of the  consolidated  financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Comprehensive Income

For the three and six months ended  January 1, 2006 and  December 26, 2004,  the
Company's  comprehensive  income was equal to the respective net income for each
of the periods presented.

Note 2 - Net Income Per Common Share

The following  table sets forth the  computation of basic and diluted net income
per common share:

<TABLE>
<S>                                                           <C>                <C>              <C>             <C>
                                                          Three Months Ended                   Six Months Ended
                                                     ----------------------------------  ----------------------------------
                                                       January 1,       December 26,       January 1,      December 26,
                                                          2006             2004              2006             2004
                                                     -----------------  ---------------  ----------------  ----------------
                                                                       (in thousands, except per share data)
    Numerator:
      Net income                                         $10,336            $8,704           $3,710            $5,994
                                                     =================  ===============  ================  ================

    Denominator:
      Weighted average shares outstanding                 65,065            66,061           65,076            66,135
      Effect of dilutive securities:
          Employee stock options                           1,297             1,576            1,294             1,492
          Employee restricted stock awards                    33                 -               25                 -
                                                     -----------------  ---------------  ----------------  ----------------
                                                           1,330             1,576            1,319             1,492
                                                     -----------------  ---------------  ----------------  ----------------
    Adjusted weighted-average shares and assumed
      conversions                                         66,395            67,637           66,395            67,627
                                                    =================  ===============  ================  ================
    Net income per common share:
      Basic and diluted                                    $0.16             $0.13           $0.06             $0.09
                                                    =================  ===============  ================  ================


</TABLE>


                                       4

<PAGE>


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


Note 3 - Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan,  which is more fully
described  in Note 9 of the  Company's  2005  Annual  Report on Form 10-K,  that
provides for the grant to eligible employees, consultants and directors of stock
options, share appreciation rights (SARs),  restricted shares,  restricted share
units,  performance shares,  performance units, dividend equivalents,  and other
share-based awards.

Prior to July 4, 2005,  as permitted  under SFAS No. 123, the Company  accounted
for its stock option plans following the recognition and measurement  principles
of  Accounting  Principles  Board (APB)  Opinion No. 25,  "Accounting  for Stock
Issued to Employees," and related interpretations.  Accordingly,  no stock-based
compensation had been reflected in net income for stock options,  as all options
granted had an exercise price equal to the market value of the underlying common
stock on the date of grant and the related number of shares granted was fixed at
that point in time.

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 123 (R),  "Share-Based  Payment."  This  Statement  revised  SFAS No. 123 by
eliminating  the option to account for employee  stock  options under APB No. 25
and requires  companies to recognize the cost of employee  services  received in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards (the "fair-value-based" method).

Effective  July  4,  2005,  the  Company  adopted  the  fair  value  recognition
provisions of SFAS No. 123(R) using the modified prospective application method.
Under this transition method,  compensation cost recognized in the three and six
months ended January 1, 2006 includes amounts of: (a)  compensation  cost of all
stock-based  payments  granted  prior to, but not yet vested as of, July 4, 2005
(based on  grant-date  fair value  estimated  in  accordance  with the  original
provisions of SFAS No. 123, and previously  presented in the pro-forma  footnote
disclosures),  and (b)  compensation  cost for all stock-based  payments granted
subsequent  to July 3, 2005 (based on the  grant-date  fair value  estimated  in
accordance  with the new provision of SFAS No.  123(R)).  In accordance with the
modified  prospective method,  results for prior periods have not been restated.
Prior to the Company's adoption of SFAS No. 123(R), benefits of tax deduction in
excess of recognized  compensation  costs were reported as operating cash flows.
SFAS No.  123(R)  requires  excess tax benefits be reported as a financing  cash
inflow  rather  than as a  reduction  of taxes  paid.  There were no significant
excess tax benefits for the six-month period ended January 1, 2006.

The following table summarizes the effect of adopting SFAS No. 123(R) as of July
4, 2005:
<TABLE>
<S>                                                                  <C>                   <C>
                                                                    Three Months           Six Months
                                                                       Ended                  Ended
                                                                   January 1, 2006        January 1, 2006
                                                                  --------------------  ------------------

          Stock-option compensation expense recognized (*):          (in thousands, except per share data)

            Marketing and sales                                              $332             $630
            Technology and development                                        142              269
            General and administrative                                        473              898
                                                                        -----------       -----------
              Total                                                           947            1,797
            Related deferred income tax expense                               196              371
                                                                        -----------       ----------
            Decrease in net income                                           $751           $1,426
                                                                        ===========       ==========

   Impact on basic and diluted net income per  common share                ($0.01)          ($0.02)
                                                                        ===========        ==========
</TABLE>

   (*) excludes the amortization of restricted stock awards in the
       amount of $113 and $200 for the three and six months ended
       January 1, 2006, respectively. ($68 and $120, net of tax for
       the three and six months ended January 1, 2006, respectively).

Compensation   expense  related  to  the  amortization of  restricted  stock
awards  was  recognized  prior to  the  implementation  of  SFAS No. 123(R).
Total stock based compensation  expense,  which  includes both expense from

                                       5
<PAGE>

                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


stock options and restricted stock awards, totaled $1.1 million and $2.0 million
($0.8  million  and $1.5  million,  net of tax)  during the three and six months
ended January 1, 2006, respectively.

Under the modified  prospective  application  method,  results for prior periods
have not been restated to reflect the effects of  implementing  SFAS No. 123(R).
The following pro-forma  information,  as required by SFAS No. 148,  "Accounting
for Stock-Based  Compensation-Transition  and  Disclosure,  an amendment of FASB
Statement No. 123," is presented for  comparative  purposes and  illustrates the
effect on net income and net income per common  share for the periods  presented
as if the Company had applied the fair value recognition  provisions of SFAS No.
123 to stock-based employee compensation prior to July 4, 2005:

<TABLE>
<S>                                                                   <C>              <C>
                                                                   Three Months    Six Months
                                                                      Ended           Ended
                                                                   December 26,     December 26,
                                                                       2004           2004
                                                                  --------------- --------------
                                                                 (in thousands except per share
                                                                              data)

                 Net income - As reported                              $8,704         $5,994
                  Less: Stock option compensation expense (*)           1,996          3,690
                                                                  --------------- --------------
                 Net income - Pro forma                                $6,708         $2,304
                                                                  =============== ==============

                 Net income per share:
                  Basic and diluted - As reported                       $0.13          $0.09
                                                                        =====          =====
                  Basic and diluted - Pro forma                         $0.10          $0.03
                                                                        =====          =====
</TABLE>

(*) no restricted stock awards were made prior to January 2005


The weighted  average fair value of stock options on the date of grant,  and the
assumptions  used to  estimate  the fair  value of the stock  options  using the
Black-Scholes option valuation model were as follows:
<TABLE>
<S>                                           <C>             <C>            <C>            <C>
                                                Three Months Ended              Six Months Ended
                                          ------------------------------- -----------------------------
                                            January 1,     December 26,    January 1,    December 26,
                                               2006            2004           2006           2004
                                          --------------- --------------- -------------- --------------



       Weighted average fair value of
        options granted                          $3.09           $4.65         $3.11          $4.66
       Expected volatility                         46%             61%           46%            62%
       Expected life                           5.3 yrs         5.0 yrs       5.3 yrs        5.0 yrs
       Risk-free interest rate                   4.47%           3.86%         4.45%          3.79%
       Expected dividend yield                   0.00%           0.00%         0.00%          0.00%
</TABLE>

The  expected   volatility  of  the  option  is  determined   using   historical
volatilities  based on  historical  stock  prices.  The expected life of options
granted  in  fiscal  2005 was based on the  Company's  historical  share  option
exercise experience. Due to minimal exercising of stock options, in fiscal 2006,
the Company  estimated the expected life of options granted to be the average of
the Company's  historical  expected term from vest date and the midpoint between
the average vesting term and the contractual  term. The risk-free  interest rate
is determined using the yield available for zero-coupon U.S.  government  issues
with a remaining term equal to the expected life of the option.  The Company has
never paid a dividend, and as such the dividend yield is 0.0%.

                                       6
<PAGE>


The following table summarizes stock option activity during the six months ended
January 1, 2006:
<TABLE>
<S>                                                          <C>             <C>           <C>          <C>
                                                                                        Weighted
                                                                                         Average
                                                                          Weighted      Remaining     Aggregate
                                                                          Average      Contractual    Intrinsic
                                                          Options      Exercise Price     Term       Value (000s)
                                                        -----------------------------------------------------------
Outstanding at July 3, 2005                              9,477,461         $8.35
Granted                                                    837,500         $6.58
Exercised                                                  (42,047)        $5.32
Forfeited                                                 (255,856)       $10.41
                                                       -------------
Outstanding at January 1, 2006                          10,017,058         $8.15       6.2 years        $7,222
                                                       =============

Options vested or expected to vest at January 1, 2006    9,536,239         $8.15       6.2 years        $6,875
Exercisable at January 1, 2006                           6,494,805         $8.79       5.2 years        $7,220
</TABLE>


As of January 1, 2006, the total future  compensation  cost related to nonvested
options not yet  recognized  in the statement of income was $7.8 million and the
weighted  average  period over which these awards are expected to be  recognized
was 2.4 years.

The Company  grants shares of Common Stock to its employees  that are subject to
restrictions on transfer and risk of forfeiture until  fulfillment of applicable
service conditions and, in certain cases, holding periods (Restricted Stock). In
fiscal 2005, the Company  recorded the grant date fair value of unvested  shares
of   Restricted   Stock  as   unearned   stock-based   compensation   ("Deferred
Compensation").  In accordance with SFAS No. 123(R), in fiscal 2006, the Company
reclassified the balance of Deferred  Compensation  against  additional  paid-in
capital, and reduced its shares of Class A Common Stock issued accordingly.

The  following  table  summarizes  the activity of non-vested  restricted  stock
during the six months ended January 1, 2006:
<TABLE>
<S>                                                          <C>             <C>
                                                                          Weighted
                                                                       Average Grant
                                                                         Date Fair
                                                           Shares          Value
                                                        -------------  ---------------
                Non-vested at July 3, 2005                  155,919        $8.39
                Granted                                     150,649        $6.71
                Vested                                            -            -
                Forfeited                                    (8,313)       $8.41
                                                        -------------
               Non-vested at January 1, 2006                298,255        $7.54
                                                        =============
</TABLE>

The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date. As of January 1, 2006,  there was $1.6 million of total
unrecognized  compensation  cost related to  non-vested  restricted  stock-based
compensation to be recognized over a weighted-average period of 3.3 years.










                                       7
<PAGE>



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


Note 4 - Acquisitions

The Company  accounts for its business  combinations in accordance with SFAS No.
141, "Business Combinations," which addresses financial accounting and reporting
for business  combinations and requires that all such  transactions be accounted
for using the purchase  method.  Under the  purchase  method of  accounting  for
business combinations, the aggregate purchase price for the acquired business is
allocated  to the  assets  acquired  and  liabilities  assumed  based  on  their
estimated fair values at the acquisition date. Operating results of the acquired
entities are reflected in the Company's  consolidated  financial statements from
date of acquisition.

Acquisition of Wind & Weather

On  October  31,  2005,  the  Company  acquired  Wind & Weather,  a Fort  Bragg,
California based direct marketer of  weather-themed  gifts, with annual revenues
of approximately $14.4 million during its most recent year ended March 31, 2005.
The purchase price of approximately $5.2 million,  including  acquisition costs,
was funded  utilizing the  Company's  line of credit which was repaid during the
quarter utilizing cash generated from operations, and excludes the assumption of
Wind & Weather's $1.2 million balance on its seasonal  working capital line. The
Company is currently relocating the operations of Wind & Weather to its Madison,
Virginia facility.

The  Company  is in the  process of  obtaining  independent  appraisals  for the
purpose of  allocating  the purchase  price to  individual  assets  acquired and
liabilities assumed.  This will result in potential  adjustments to the carrying
value of Wind & Weather's recorded assets and liabilities,  the establishment of
certain additional  intangible  assets,  revisions of useful lives of intangible
assets,  some of which will have indefinite  lives not subject to  amortization,
and the determination of any residual amount that will be allocated to goodwill.
The preliminary  allocation of the purchase price included in the current period
balance  sheet is based on the best  estimates of  management  and is subject to
revision based on final determination of asset fair values and useful lives. The
following table  summarizes the preliminary  allocation of purchase price to the
estimated fair values of assets acquired and liabilities  assumed at the date of
acquisition:


                                               Wind & Weather
                                              Purchase Price
                                                Allocation
                                               (Preliminary)
                                            --------------------
                                               (in thousands)

  Current assets                                  $4,014
  Property, plant and equipment                       68
  Intangible assets                                1,750
  Goodwill                                         3,246
  Other non-current assets                            20
                                            --------------------
    Total assets acquired                          9,098
                                            --------------------
  Current liabilities                              3,810
  Non-current liabilities                             39
                                            --------------------
    Total liabilities assumed                      3,849
                                            --------------------
    Net assets acquired                           $5,249
                                            ====================


Of the $1.8 million of acquired  intangible assets related to the Wind & Weather
acquisition,  $1.0  million was assigned to  trademarks  that are not subject to
amortization,  while the  remaining  acquired  intangibles  of $0.8 million were
allocated primarily to customer lists which are being amortized over the assets'
preliminarily determinable useful life of 5 years.



                                       8
<PAGE>


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


Acquisition of Cheryl & Co.

On March 28, 2005, the Company  acquired all of the outstanding  common stock of
Cheryl & Co., a  Westerville,  Ohio-based  manufacturer  and direct  marketer of
premium  cookies  and  related  baked  gift  items,   with  annual  revenues  of
approximately  $33 million  during its most recent year ended  January 29, 2005.
The purchase price of approximately $41.1 million,  including acquisition costs,
was funded utilizing the Company's  available cash and investment  balance,  and
included $6.3 million used to retire Cheryl & Co.'s outstanding debt.

Acquisition of The Winetasting Network

On November 15, 2004, the Company  acquired all of the outstanding  common stock
of  The  Winetasting   Network,   a  Napa,   California  based  distributor  and
direct-to-consumer  wine  marketer.  The purchase  price of  approximately  $9.7
million,  including  acquisition  costs,  was  funded  utilizing  the  Company's
available cash and  investment  balance and included $2.4 million used to retire
The Winetasting Network's long-term debt.

Pro forma Results of Operation

The following  unaudited pro forma consolidated  financial  information has been
prepared  as if the  acquisitions  of  Wind &  Weather,  Cheryl  & Co.  and  The
Winetasting  Network  had  taken  place at the  beginning  of each  fiscal  year
presented.  The following  unaudited pro forma  information  is not  necessarily
indicative of the results of operations in future  periods or results that would
have been  achieved  had the  acquisitions  taken place at the  beginning of the
periods presented.
<TABLE>
<S>                                        <C>             <C>           <C>             <C>
                                            Three Months Ended              Six Months Ended
                                      ------------------------------- -----------------------------
                                        January 1,     December 26,    January 1,    December 26,
                                           2006            2004           2006           2004
                                      --------------- --------------- -------------- --------------



      Net revenues                        $278,863        $262,276       $393,428        $365,414

      Operating income                     $18,158         $21,825         $6,844         $15,890

      Net income                           $10,327         $12,464         $3,577          $9,039

      Net income per common share
       Basic                                 $0.16           $0.19          $0.05           $0.14
       Diluted                               $0.16           $0.18          $0.05           $0.13
</TABLE>


Note 5 - Goodwill and Intangible Assets

The change in the net carrying amount of goodwill is as follows:
<TABLE>
<S>                                                                                     <C>

                                                                                  January 1, 2006
                                                                                 -----------------
                                                                                  (in thousands)

                Goodwill - beginning of year                                           $63,219
                Acquisition of Wind and Weather                                          3,246
                Other                                                                      227
                                                                                     -----------
                Goodwill - end of period                                               $66,692
                                                                                     ===========
</TABLE>



                                       9
<PAGE>



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


The Company's other intangible assets consist of the following:
<TABLE>
<S>                                             <C>          <C>             <C>         <C>            <C>           <C>
                                                        January 1, 2006                           July 3, 2005
                                            ---------------------------------------- ----------------------------------------
                                               Gross                                   Gross
                              Amortization   Carrying     Accumulated                Carrying     Accumulated
                                 Period       Amount      Amortization      Net        Amount     Amortization       Net
                             -------------- ------------- --------------- ----------- ----------- --------------- ------------
                                                                     (in thousands)

 Intangible assets with
 determinable lives
   Investment in licenses    14 - 16 years     $4,927       $3,600         $1,327      $4,927          $3,438       $1,489
   Customer lists              3 - 6 years     $5,390        1,412          3,978       4,640           1,145        3,495
   Other                       5 - 8 years        555          194            361         555             170          385
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               10,872        5,206          5,666      10,122           4,753        5,369

 Trademarks with
   indefinite lives                             9,914            -          9,914       8,846               -        8,846

                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
   intangible assets                          $20,786       $5,206        $15,580     $18,968          $4,753      $14,215
                                            ============ =============== =========== =========== =============== ============

</TABLE>

Estimated  amortization  expense is as follows:  remainder of fiscal 2006 - $0.7
million,  fiscal 2007 - $1.2 million,  fiscal 2008 - $1.1 million, fiscal 2009 -
$1.1  million,  fiscal  2010 - $1.0  million,  fiscal  2011 - $0.5  million  and
thereafter - $0.1 million.

Note 6 - Long-Term Debt

The Company's long-term debt and obligations under capital leases consist of the
following:
<TABLE>
<S>                                                                                          <C>            <C>
                                                                                          January 1,      July 3,
                                                                                            2006           2005
                                                                                        --------------  -----------
                                                                                                (in thousands)

            Commercial notes and revolving credit lines                                     $3,610         $4,152
            Seller financed acquisition obligations                                             23             46
            Obligations under capital leases                                                   998          1,746
                                                                                        --------------  -----------
                                                                                             4,631          5,944
            Less current maturities of long-term debt and obligations under
             capital leases                                                                  2,243          2,597
                                                                                        --------------  -----------
                                                                                            $2,388         $3,347
                                                                                        ==============  ===========
</TABLE>

In order to fund working  capital  requirements  during its most recent  holiday
selling  season  and to  support  outstanding  letters  of  credit,  as  well as
temporarily  finance the acquisition of Wind & Weather referred to in Note 4, on
October 27, 2005, the Company  established a second line of credit in the amount
of $20.0  million,  bringing  its total  available  credit  facilities  to $25.0
million.  The  credit  facilities,  which are  collateralized  by the  Company's
working  capital,  bear interest equal to the applicable  LIBOR Index plus 1.50%
per  annum.  At January 1,  2006,  there were no amounts  outstanding  under its
credit facilities.


                                       10

<PAGE>


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

Note 7 - Income Taxes

At the end of each interim reporting period, the Company estimates its effective
income tax rate  expected to be applicable  for the full year.  This estimate is
used in  providing  for income taxes on a  year-to-date  basis and may change in
subsequent interim periods.  The Company's  effective tax rate for the three and
six months ending January 1, 2006 was 42.7% and 47.4%, respectively, compared to
41.7% and 41.5%  during  the  comparative  three  and six  month  periods  ended
December 26, 2004, respectively. The effective tax rate during the three and six
months ended  January 1, 2006  includes the impact of  stock-based  compensation
recognized in accordance  with SFAS No.  123(R),  and resulted in an increase in
the effective annual income tax rate of approximately 5.5%,  resulting primarily
from the  associated  book/tax  differences  in accounting  for incentive  stock
options.

Note 8 - Commitments and Contingencies

Legal Proceedings

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its consolidated  financial  position,
results of operations or liquidity.














                                       11

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Forward Looking Statements

Certain of the matters and subject areas  discussed in this Quarterly  Report on
Form 10-Q contain "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform Act of 1995. All statements other than statements
of historical information provided herein are forward-looking statements and may
contain  information about financial results,  economic  conditions,  trends and
known  uncertainties based on the Company's current  expectations,  assumptions,
estimates and projections about its business and the Company's  industry.  These
forward-looking statements involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these  forward-looking
statements as a result of several factors,  including those more fully described
under the caption  "Risk  Factors  that May Affect  Future  Results"  within the
Company's  Annual Report on Form 10-K.  Readers are cautioned not to place undue
reliance  on  these  forward-looking  statements,   which  reflect  management's
analysis,  judgment,  belief  or  expectation  only as of the date  hereof.  The
forward-looking  statements  made in this  Quarterly  Report on Form 10-Q relate
only to events  as of the date on which the  statements  are made.  The  Company
undertakes no obligation to publicly update any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

Overview

For more than 25 years,  1-800-FLOWERS.COM  Inc. - "Your  Florist of Choicesm" -
has been  providing  customers  around the world with the  freshest  flowers and
finest selection of plants,  gift baskets,  gourmet foods and  confections,  and
plush stuffed animals perfect for every  occasion.  1-800-FLOWERS.COM(R)  offers
the best of both worlds: exquisite,  florist-designed  arrangements individually
created by some of the nation's top floral artists and  hand-delivered  the same
day,  and  spectacular  flowers  shipped  from our  growers to your door  fresh.
Customers can shop 1-800-FLOWERS.COM 24 hours a day, 7 days a week via the phone
or  Internet   (1-800-356-9377   or   www.1800flowers.com)   or  by  visiting  a
Company-operated or franchised store. Gift advisors are available 24/7, and fast
and  reliable  delivery is offered  same day,  any day.  As always,  100 percent
satisfaction and freshness is guaranteed.  The  1-800-FLOWERS.COM  collection of
brands also  includes  home decor and garden  merchandise  from Plow & Hearth(R)
(1-800-627-1712 or www.plowandhearth.com);  premium popcorn and specialty treats
from  The  Popcorn  Factory(R)  (1-800-541-2676  or  www.thepopcornfactory.com);
exceptional  cookies  and baked  gifts  from  Cheryl&Co.(R)  (1-800-443-8124  or
www.cherylandco.com);  gourmet foods from GreatFood.com(R)  (www.greatfood.com);
children's  gifts from  HearthSong(R)  (www.hearthsong.com)  and Magic  Cabin(R)
(www.magiccabin.com)   and   wine   gifts   from  the   WineTasting   Network(R)
(www.ambrosiawine.com and www.winetasting.com). 1-800-FLOWERS.COM, Inc. stock is
traded on the NASDAQ market under ticker symbol FLWS.

Results of Operations

Net Revenues
<TABLE>
<S>                                           <C>                <C>          <C>              <C>       <C>              <C>
                                                     Three Months Ended                              Six Months Ended
                                       ----------------------------------------------- ---------------------------------------------
                                          January 1,       December 26,                   January 1,    December 26,
                                           2006              2004         % Change          2006          2004          % Change
                                       --------------- ---------------- -------------- --------------- -------------- --------------
                                                                        (in thousands)

Net revenues:
 Online                                  $133,362         $107,686           23.8%          $195,635       $160,772         21.7%
 Telephonic                               125,122          109,570           14.2%           163,504        147,156         11.1%
 Retail/fulfillment                        19,345           12,758           51.6%            31,455         19,600         60.5%
                                       --------------- ----------------                 --------------- -------------
Total net revenues                       $277,829         $230,014           20.8%          $390,594       $327,528         19.3%
                                       =============== ================                 =============== =============
</TABLE>

Net  revenues  consist  primarily  of  the  selling  price of  the  merchandise,
service  or  outbound  shipping charges, less  discounts, returns  and  credits.
The  Company's  revenue  growth  of  20.8%  and 19.3% during the  three and  six
months   ended  January 1,  2006  resulted  primarily  from   the   acquisitions
of  Cheryl & Co., a  manufacturer  and  direct  marketer  of cookies  and  baked
gifts,  which was acquired in fiscal April  2005, and  Wind & Weather,  a direct
marketer  of  weather-themed  gifts, acquired  in fiscal  November 2005. Revenue
growth   excluding  the  impact  of  acquisitions,  was  6.0%  and  7.0%, during
the  three  and  six  months  ended   January  1,  2006,   reflecting:  (i)  the
Company's strong  brand   name   recognition, (ii)  continued leveraging  of its

                                       12
<PAGE>

existing  customer  base,  and (iii)  increased  spending on its  marketing  and
selling  programs,  designed  to improve  customer  acquisition  and  accelerate
top-line growth.

The Company fulfilled  approximately  4,285,000 and 5,881,000 orders through its
combined  telephonic and online sales  channels  during the three and six months
ended  January 1, 2006,  an increase of 17.9 % and 16.7%  respectively  over the
prior year periods.  Order volume  through the Company's  online sales  channel,
which  contributed  51.6%  and 54.5% of total  combined  telephonic  and  online
revenues  during the three and six months  ended  January 1, 2006,  compared  to
49.6%  and  52.2%  in the  prior  year  period,  increased  by 23.8%  and  21.7%
respectively, as a result of additional marketing efforts through search engines
and  affiliates,  and the  continued  migration of customers  from the Company's
telephonic sales channel. During the three and six months ended January 1, 2006,
revenue  generated  through the Company's  telephonic sales channel increased by
14.2% and 11.1%  respectively,  driven  primarily  by the sales of Cheryl & Co.,
which was acquired in fiscal  April 2005 and Wind & Weather,  which was acquired
in fiscal  November 2005. The Company's  combined  telephonic and online average
order value of $60.33 and $61.08  during the three and six months ended  January
1, 2006, was consistent with the same periods of the prior year.

During the three and six months ended January 1, 2006,  non-floral gift products
accounted for 70.3% and 61.2%  respectively  of total  combined  telephonic  and
online net  revenues,  compared to 66.3% and 57.8% during the same period of the
prior  year,  primarily  as a  result  of the  shift in  product  mix due to the
Company's recent acquisitions.

Retail and  fulfillment  revenues for the three and six months ended  January 1,
2006 increased in comparison to the same period of the prior year,  primarily as
a result of: (i) the retail and wholesale  bakery product  revenue from Cheryl &
Co., (ii)  incremental  winery  services  revenue  generated by The  Winetasting
Network,  acquired in November 2004 and (iii) increased  membership and sales of
product and service offerings to the Company's BloomNet(TM) network.

During the second half of fiscal 2005, the Company implemented plans designed to
extend the  Company's  leadership  position  in the floral and  thoughtful  gift
marketplace,  through  increased  marketing  spend  intended  to drive  customer
acquisition, particularly in the floral gift category, and to further extend its
popular gourmet and sweetshop  offerings through internal growth and acquisition
of complementary product lines. Over the last several quarters,  the Company has
seen the success of these programs,  driving revenue growth through both organic
growth and through the expansion of its Food, Wine and Gift Basket  collections,
providing  our  customers  with a broad range of gifting  options  necessary  to
compete in an  increasingly  fast paced  online  world.  The second  half of the
Company's  fiscal year  features  far more floral  gifting  holidays  which will
enable the  Company to achieve  continued  strong  growth for the balance of the
year,  during which time,  the Company will continue its expanded level of media
presence and depth of its marketing  programs,  and further  expand its BloomNet
business-to-business  floral  operations.  While the Company believes that these
investments  have  impacted the Company's  earnings  growth over the short term,
over the longer term, the Company  believes that this strategy will enable it to
achieve  sustainable  double digit revenue growth and provide  further  leverage
within its business model and therefore improved profitability.

Gross Profit
<TABLE>
<S>                                    <C>            <C>               <C>         <C>              <C>              <C>
                                            Three Months Ended                              Six Months Ended
                               --------------------------------------------- ----------------------------------------------
                                January 1,      December 26,                   January 1,      December 26,
                                   2006             2004         % Change         2006             2004          % Change
                               --------------  --------------- ------------- ---------------  --------------- -------------
                                                                (in thousands)

Gross profit                    $124,992        $102,612            21.8%        $171,018        $142,184         20.3%
Gross margin %                     45.0%           44.6%                            43.8%           43.4%

</TABLE>


Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily  of  florist  fulfillment  costs  (primarily  fees  paid  directly  to
florists),  the cost of floral and non-floral merchandise sold from inventory or
through third  parties,  and  associated  costs  including  inbound and outbound
shipping  charges.  Additionally,  cost of revenues  include  labor and facility
costs related to direct-to-consumer  merchandise operations, as well as facility
costs on properties that are sublet to the Company's  franchisees.  Gross profit
increased  during the three and six months ended  January 1, 2006, in comparison
to the same period of the prior year, as a result of increased  revenues  across
all sales  channels,  as well as improved gross margin  percentage,  up 40 basis
points  over the prior year.  This  improvement,  despite  higher  carrier  fuel
surcharges and increased  promotional  pricing due to the competitive  nature of
the year-end holiday shopping period, was the result of pricing  initiatives and
product mix,  which was favorably  impacted by the additions of the Cheryl & Co.
and Wind & Weather product lines, which have higher gross margins.

                                       13
<PAGE>
During  fiscal  2006,  although  varying by quarter due to  seasonal  changes in
product mix, the Company expects that its gross margin  percentage will continue
to improve,  primarily  through the growth of its higher margin non-floral gifts
lines,  including the recent acquisitions of Cheryl & Co. and Wind & Weather, as
well as through  improved  product  sourcing,  pricing  initiatives and customer
service and fulfillment  enhancements  which are expected to mitigate  continued
pressure on shipping costs.

Marketing and Sales Expense
<TABLE>
<S>                                    <C>           <C>                 <C>         <C>               <C>              <C>
                                                Three Months Ended                                Six Months Ended
                                 ----------------------------------------------  ----------------------------------------------

                                   January 1,     December 26,                    January 1,      December 26,
                                      2006            2004          % Change         2006             2004          % Change
                                 --------------- ---------------  -------------  --------------  --------------- --------------
                                                                  (in thousands)

Marketing and sales                 $87,874          $72,841          20.6%         $126,098        $102,733          22.7%
Percentage of net revenues            31.6%            31.7%                           32.3%           31.4%

</TABLE>

Marketing and sales expense  consists  primarily of advertising  and promotional
expenditures,  catalog costs, online portal and search agreements,  retail store
and fulfillment  operations  (other than costs included in cost of revenues) and
customer  service  center  expenses,  as well as the  operating  expenses of the
Company's   departments   engaged  in  marketing,   selling  and   merchandising
activities.  Although  the  Company's  revenues  grew by 20.8%  during the three
months ended January 1, 2006,  the Company spent behind a higher growth  target,
particularly in its floral gift category due to increasing competition from last
minute  providers  of  non-floral  gifts.  During the three and six months ended
January 1, 2006,  marketing and sales expenses increased over the prior year, as
a result of: (i) the Company's efforts to increase new customer  acquisition and
accelerate  top-line growth through increased  marketing efforts both online and
through   broadcast   advertising,   (ii)  personnel   required  to  expand  its
BloomNet(TM)  business-to-business  floral  operations,  (iii) incremental costs
associated  with the recent  acquisitions,  including the  Winetasting  Network,
Cheryl & Co. and Wind & Weather, which, while contributing to revenue growth and
achieving higher gross product  margins,  also incur higher marketing costs, and
(iv) the impact of adopting SFAS No. 123(R), "Share-Based Payment" - refer below
to Recent Accounting  Pronouncements  for further details.  During the three and
six month  periods  ended  January 1, 2006,  the  Company  added  1,332,000  and
1,839,000 new customers, increases of 8.8% and 9.2% over the same periods of the
prior year.  Customer  retention  efforts  resulted in 1,369,000  and  1,896,000
existing  customers placing orders during the three and six months ended January
1, 2006, representing increases of 6.1% and 7.0%, respectively, in comparison to
the same periods of the prior year. Of the 2,701,000 and 3,735,000 customers who
placed   orders  during  the  three  and  six  months  ended  January  1,  2006,
approximately  50.7% were repeat customers,  compared to 51.3% in the prior year
periods.

During the remainder of fiscal 2006, the Company  expects to maintain its higher
level of  marketing  and sales  spending in order to continue its higher rate of
new customer acquisition, while also leveraging its already significant customer
base through cost effective,  customer retention initiatives. Such spending will
continue  to be in online  search  and  affiliate  relationships,  as well as in
direct marketing and broadcast advertising  programs.  In addition,  the Company
plans to continue  to add  personnel  to grow its  BloomNet(TM)  membership  and
support the anticipated growth of its recently acquired businesses. As a result,
over the short term the Company  expects that marketing and sales expense,  as a
percentage of revenue, will remain consistent when compared to the prior year.

Technology and Development Expense
<TABLE>
<S>                                     <C>              <C>              <C>          <C>              <C>           <C>

                                                Three Months Ended                               Six Months Ended
                                   ---------------------------------------------  ---------------------------------------------

                                    January 1,     December 26,                    January 1,      December 26,
                                       2006            2004         % Change          2006             2004         % Change
                                   -------------- --------------- --------------  --------------  --------------- -------------
                                                                (in thousands)

Technology and development          $4,797              $3,292         45.7%          $9,566         $6,396          49.6%
Percentage of net revenues            1.7%                1.4%                          2.4%           2.0%
</TABLE>


Technology and development  expense consists  primarily of payroll and operating
expenses of the Company's  information  technology group,  costs associated with
its Web sites,  including hosting,  design,  content development and maintenance
and support  costs  related to the  Company's  order  entry,  customer  service,
fulfillment and database systems.  During the three and six months ended January
1,  2006,  technology  and  development  expense  increased  as a result  of the
incremental  expenses  associated  with  the  acquisitions  of  the  Winetasting
Network,  Cheryl & Co., and Wind & Weather, as well as for increases in the cost

                                       14
<PAGE>


of  maintenance  and  license  agreements  required  to  support  the  Company's
technology  platform,  and the impact of adopting SFAS No. 123(R),  "Share-Based
Payment" - refer below to Recent Accounting  Pronouncements for further details.
During the three and six months ended January 1, 2006, the Company expended $8.8
million and $18.0 million respectively,  on technology and development, of which
$4.0 million and $8.4 million, has been capitalized.

Although  over the longer term,  the Company  believes  that it will continue to
demonstrate  its ability to leverage its IT  platforms,  during the remainder of
fiscal 2006, the Company intends to improve the technology infrastructure of its
wine gift business,  and cookies and baked gifts business,  as well as integrate
its Wind & Weather  product line into its  existing  technology  platforms,  and
therefore  expects that technology and  development  spending as a percentage of
net revenues will be consistent with, or increase slightly over the prior year.

General and Administrative Expense
<TABLE>
<S>                                      <C>             <C>              <C>        <C>              <C>                <C>
                                                Three Months Ended                               Six Months Ended
                                   ---------------------------------------------- ---------------------------------------------
                                     January 1,       December 26,                  January 1,      December 26,
                                         2006             2004         % Change       2006             2004          % Change
                                   ----------------  ---------------  ----------- --------------  ---------------  ------------
                                                                (in thousands)

General and administrative              $10,357          $7,954           30.2%         $20,993         $15,556          35.0%
Percentage of net revenues                 3.7%            3.5%                            5.4%            4.7%

</TABLE>


General and  administrative  expense  consists of payroll and other  expenses in
support  of the  Company's  executive,  finance  and  accounting,  legal,  human
resources and other administrative  functions,  as well as professional fees and
other general corporate expenses.  General and administrative  expense increased
during the three and six months ended January 1, 2006 in comparison to the prior
year,  primarily  as  a  result  of  the  following:  (i)  incremental  expenses
associated with the Company's acquired businesses, (ii) expenses associated with
the  Company's  corporate  headquarters  relocation,  which was completed in the
second  quarter  of fiscal  2006,  (iii)  increased  costs  associated  with the
Company's  BloomNet  business-to-business  expansion,  and  (iv) the  impact  of
adopting  SFAS  No.  123(R),  "Share-Based  Payment"  - refer  below  to  Recent
Accounting Pronouncements for further details.

Although  the  Company  believes  that its current  general  and  administrative
infrastructure  is  sufficient  to  support  existing   requirements  and  drive
operating leverage,  as a result of the incremental expenses associated with the
acquisitions  Cheryl & Co. and Wind & Weather and the  seasonal  nature of these
businesses, this leverage is largely offset for the remainder of fiscal 2006. As
such,  the Company  expects  that its general and  administrative  expenses as a
percentage of net revenue during the remainder of fiscal 2006 will be consistent
with fiscal 2005.

Depreciation and Amortization Expense
<TABLE>
<S>                                     <C>                 <C>            <C>           <C>               <C>            <C>

                                                 Three Months Ended                             Six Months Ended
                                    -------------------------------------------- -----------------------------------------------

                                      January 1,      December 26,                   January 1,      December 26,
                                        2006             2004          % Change         2006             2004          % Change
                                    --------------  ---------------  ------------ ---------------  ---------------   ------------
                                                                (in thousands)

Depreciation and amortization           $3,809          $3,770           1.0%          $7,333         $7,666          (4.3%)
Percentage of net revenues                1.4%            1.6%                           1.9%           2.3%
</TABLE>


Depreciation  and  amortization  expense  during the three months and six months
ended  January 1, 2006  decreased as a percentage  of revenue in  comparison  to
their  respective  prior year  periods,  reflecting  the impact of the Company's
declining rate of capital additions,  and the leverage of the Company's existing
infrastructure.

Although the Company believes that continued  investment in its  infrastructure,
primarily in the areas of technology and development,  including the improvement
of the  technology  platform of the Company's wine and cookies  businesses,  are
critical  to  attaining  its  strategic  objectives,  the Company  expects  that
depreciation  and amortization for the remainder of fiscal 2006 will continue to
decrease as a percentage of net revenues in comparison to prior years.

                                       15

<PAGE>


Other Income (Expense)
<TABLE>
<S>                                          <C>        <C>                <C>           <C>            <C>             <C>
                                                 Three Months Ended                              Six Months Ended
                                     -------------------------------------------- ---------------------------------------------

                                     January 1,      December 26,                   January 1,      December 26,
                                        2006             2004         % Change         2006             2004         % Change
                                     --------------  ---------------  ----------- ---------------  ---------------  ------------
                                                                (in thousands)

 Interest income                       $141             $275            (48.7%)         $356            $657           (45.8%)
 Interest expense                      (113)            (124)             8.9%          (197)           (265)           25.7%
 Other                                 (143)              21           (781.0%)         (137)             25          (648.0%)
                                    -------------  -------------                  ---------------  ---------------
                                      ($115)            $172           (166.9%)          $22            $417           (94.7%)
                                    =============  =============                  ===============  ===============
</TABLE>

Other  income  (expense)  consists  primarily of interest  income  earned on the
Company's  investments and available cash balances,  offset by interest expense,
primarily attributable to the Company's capital leases and other long-term debt,
as well as its revolving line of credit.  The decrease in other income (expense)
during the three and six months ended January 1, 2006 was primarily attributable
to lower  interest  income,  resulting from a decrease in average cash balances,
due to the  acquisitions of the Winetasting  Network in November 2004,  Cheryl &
Co. in fiscal  April 2005 and most  recently  Wind & Weather in fiscal  November
2005, as well as the Company's stock buy-back programs and losses resulting from
the closure of several  retail floral  stores,  offset in part by lower interest
expense due to maturing debt and capital lease obligations.

Income Taxes

During the three and six months  ended  January 1, 2006,  the  Company  recorded
income  taxes of $7.7  million and $3.3  million,  respectively.  The  Company's
effective tax rate for the three and six months ending January 1, 2006 was 42.7%
and 47.4%,  respectively,  compared  to 41.7% and 41.5%  during the  comparative
periods  of the prior  year.  The  effective  tax rate  during the three and six
months ended  January 1, 2006  includes the impact of  stock-based  compensation
recognized in accordance  with SFAS No.  123(R),  and resulted in an increase in
the effective annual income tax rate of approximately 5.5%,  resulting primarily
from the  associated  book/tax  differences  in accounting  for incentive  stock
options.

Liquidity and Capital Resources

At January 1, 2006, the Company had working capital of $33.3 million,  including
cash and  equivalents  of $60.9  million,  compared to working  capital of $41.7
million,  including cash and  equivalents  and  short-term  investments of $46.6
million, at July 3, 2005.

Net cash  provided by operating  activities  of $35.9 million for the six months
ended January 1, 2006 was primarily attributable to the Company's net income and
non-cash  charges of depreciation  and  amortization,  deferred income taxes and
stock-based  compensation  as well as  changes  in  working  capital,  including
increase in accounts  payable  and  accrued  expenses,  as a result of timing of
vendor payments related to the Christmas holiday, offset in part by increases in
accounts  receivable  due to the  timing of the  Christmas  holiday,  as well as
increases in inventories due to purchases for the upcoming floral Holidays.

Net cash used in investing  activities of $11.3 million for the six months ended
January 1, 2006 was primarily  attributable to capital  expenditures  related to
the Company's  technology  infrastructure  as well as the  acquisition of Wind &
Weather in fiscal November 2005, offset in part by net proceeds from the sale of
the Company's short-term investments.

Net cash used in financing  activities  of $3.7 million for the six months ended
January 1, 2006,  resulted primarily from cash used to repurchase 182,000 shares
of the  Company's  Class A common  stock,  which were  placed in  treasury,  for
approximately  $1.3  million,  as well as the  repayment of amounts  outstanding
under the Company's credit facilities and long-term  capital lease  obligations,
offset in part by the net proceeds  received upon the exercise of employee stock
options.

The Company has historically utilized cash generated from operations to meet its
cash  requirements,  including  all  operating,  investing  and  debt  repayment
activities. In order to fund working capital requirements during its most recent
holiday selling season and to support  outstanding letters of credit, as well as
temporarily  finance the acquisition of Wind & Weather, on October 27, 2005, the
Company  established  a second  line of credit in the  amount of $20.0  million,
bringing its total  available  credit  facilities to $25.0  million.  The credit
facilities,  which are  collateralized  by the Company's  working capital,  bear

                                       16
<PAGE>
interest equal to the applicable LIBOR Index plus 1.50% per annum. At January 1,
2006, there were no amounts  outstanding under its credit facilities,  and based
upon its  current  business,  the  Company  does not  expect to draw down on the
facility  except  during its fiscal  second  quarter as required by  pre-holiday
inventory requirements.

At January 1, 2006, the Company's contractual obligations consist of:
<TABLE>
<S>                                            <C>           <C>               <C>              <C>               <C>

                                                                      Payments due by period
                                        ----------------------------------------------------------------------------------
                                                                          (in thousands)
                                                          Less than 1           1 - 3           3 - 5         More than 5
                                             Total               year           years           years              years
                                        ------------    ---------------    ------------   -------------     --------------

Long-term debt                              $3,943             $1,540          $1,518            $885                  $-
Capital lease obligations                    1,090                932             158               -                   -
Operating lease obligations                 61,241              8,818          16,083           8,915              27,425
Sublease obligations                         8,027              2,277           3,375           1,601                 774
Purchase commitments (*)                    14,025             12,525           1,500               -                   -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                 $88,326            $26,092         $22,634         $11,401              $28,199
                                        ===========    ===============    ============   =============     ================
</TABLE>

(*) Purchase  commitments  consist  primarily of inventory,  equipment  purchase
orders and online marketing agreements made in the ordinary course of business.

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program will be financed  utilizing  available  cash. As of January 1, 2006, the
Company had repurchased 1.5 million shares of common stock for $11.1 million, of
which 182,000 shares of common stock for $1.3 million was repurchased during the
six months ending January 1, 2006.

Critical Accounting Policies and Estimates

The Company's discussion and analysis of its financial statements and results of
operations   are  based   upon  the   consolidated   financial   statements   of
1-800-FLOWERS.COM,  Inc., which have been prepared in accordance with accounting
principles  generally  accepted in the United States.  The  preparation of these
financial  statements requires management to make estimates and assumptions that
affect the reported amount of assets,  liabilities,  revenues and expenses,  and
related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
management   evaluates  its  estimates,   including  those  related  to  revenue
recognition,  inventory  and  long-lived  assets,  including  goodwill and other
intangible  assets related to  acquisitions.  Management bases its estimates and
judgments  on  historical  experience  and on  various  other  factors  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  Management  believes the following  critical  accounting  policies,
among others,  affects the Company's  more  significant  judgments and estimates
used in preparation of its consolidated financial statements.

Revenue Recognition

Net  revenues  are  generated  by  online,  telephonic  and  retail  fulfillment
operations and primarily consist of the selling price of merchandise, service or
outbound shipping charges, less discounts, returns and credits. Net revenues are
recognized upon product shipment.

Accounts Receivable

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required.

                                       17

<PAGE>


Inventory

The Company  states  inventory at the lower of cost or market.  In assessing the
realization  of  inventories,  we are  required to make  judgments  as to future
demand  requirements and compare that with inventory levels. It is possible that
changes in consumer  demand could cause a reduction in the net realizable  value
of inventory.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of the purchase price over the fair value of the
net assets  acquired  and is  evaluated  annually  for  impairment.  The cost of
intangible assets with determinable lives is amortized to reflect the pattern of
economic benefits consumed, on a straight-line basis, over the estimated periods
benefited, ranging from 3 to 16 years.

The Company periodically  evaluates acquired businesses for potential impairment
indicators.  Judgment regarding the existence of impairment  indicators is based
on market conditions and operational  performance of the Company.  Future events
could cause the Company to conclude that  impairment  indicators  exist and that
goodwill and other intangible assets associated with our acquired businesses are
impaired.

Capitalized Software

The carrying  value of  capitalized  software,  both  purchased  and  internally
developed, is periodically reviewed for potential impairment indicators.  Future
events could cause the Company to conclude that impairment  indicators exist and
that capitalized software is impaired.

Stock-based Compensation

With the  implementation of SFAS No. 123(R) effective July 4, 2005,  stock-based
compensation  changes  our  financial  statements  as  detailed in Note 3 to the
financial  statements.  Determining  the amount and  distribution of expense for
stock-based compensation,  as well as the associated impact to the balance sheet
and  statement of cash flows,  requires the Company to develop  estimates of the
fair value of stock-based compensation expenses. The most significant factors of
that expense require estimates or projections including the expected volatility,
expected lives and estimate forfeiture rates of employee stock options,  and are
determined  based on  historical  measurements  and expected  outcomes,  and the
Company's interpretation of regulatory guidance.

Income Taxes

The Company  has  established  deferred  income tax assets and  liabilities  for
temporary  differences  between the financial reporting bases and the income tax
bases of its  assets and  liabilities  at enacted  tax rates  expected  to be in
effect when such assets or liabilities are realized or settled.  The Company has
recognized  as a deferred  tax asset the tax  benefits  associated  with  losses
related to  operations,  which are  expected to result in a future tax  benefit.
Realization  of this deferred tax asset assumes that the Company will be able to
generate  sufficient  taxable income so that these assets will be realized.  The
factors that the Company  considers in assessing the  likelihood of  realization
include  the  forecast  of future  taxable  income and  available  tax  planning
strategies that could be implemented to realize the deferred tax assets.


Recent Accounting Pronouncements

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 123 (R),  "Share-Based  Payment."  This  Statement  revised  SFAS No. 123 by
eliminating  the option to account for employee  stock  options under APB No. 25
and requires  companies to recognize the cost of employee  services  received in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards (the "fair-value-based" method).

Effective  July  4,  2005,  the  Company  adopted  the  fair  value  recognition
provisions of SFAS No. 123(R) using the modified prospective application method.
Under this transition method,  compensation cost recognized in the three and six
months ended January 1, 2006,  includes amounts of: (a) compensation cost of all
stock-based  payments  granted  prior to, but not yet vested as of, July 4, 2005
(based on  grant-date  fair value  estimated  in  accordance  with the  original
provisions of SFAS No. 123, and previously  presented in the pro-forma  footnote
disclosures),  and (b)  compensation  cost for all stock-based  payments granted
subsequent  to July 3, 2005 (based on the  grant-date  fair value  estimated  in
accordance  with the new provision of SFAS No.  123(R)).  In accordance with the
modified  prospective method,  results for prior periods have not been restated.
Prior to the Company's adoption of SFAS No. 123(R), benefits of tax deduction in
excess of recognized  compensation  costs were reported as operating cash flows.
SFAS No.  123(R)  requires  excess tax benefits be reported as a financing  cash
inflow rather than as a reduction of taxes paid. There was no significant excess
tax benefits for the six-month period ended January 1, 2006

                                       18

<PAGE>


The following table summarizes the effect of adopting SFAS No. 123(R) as of
July 4, 2005:
<TABLE>
<S>                                                                <C>                     <C>
                                                                   Three months        Six months
                                                                      ended              ended
                                                                 January 1, 2006      January 1, 2006
                                                               -------------------  ------------------
      Stock-option compensation expense recognized (*):          (in thousands, except per share data)

       Marketing and sales                                              $332             $630
       Technology and development                                        142              269
       General and administrative                                        473              898
                                                                     -----------      -----------
         Total                                                           947            1,797
       Related deferred income tax expense                               196              371
                                                                     -----------      -----------
       Decrease in net income                                           $751           $1,426
                                                                     ===========      ===========
       Impact on basic and diluted net income per  common share       ($0.01)          ($0.02)
                                                                     ===========      ===========
</TABLE>

       (*) excludes the amortization of restricted stock awards in the
           amount of $113 and $200 for the three and six months ended
           January 1, 2006, respectively.($68 and $120, net of tax for
           the three and six months ended January 1, 2006, respectively).


Compensation  expense related to the amortization of restricted stock awards was
recognized  prior to the  implementation  of SFAS No. 123(R).  Total stock based
compensation  expense,  which  includes  both  expense  from stock  options  and
restricted stock awards, totaled $1.1 million and $2.0 million for the three and
six months respectively,  ($0.8 million and $1.5 million, net of tax) during the
three and six months ended January 1, 2006.

Refer to Note 3 - Stock-Based  Compensation  for further  information  regarding
disclosure required in accordance with SFAS No. 123(R).

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest  rates  primarily  from its investment of available cash balances in
investment  grade corporate and U.S.  government  securities.  Under its current
policies,  the Company  does not use interest  rate  derivative  instruments  to
manage exposure to interest rate changes.

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Chief Financial  Officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end
of the  period  covered  by this  report.  Based on that  evaluation,  the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of the period covered by this report,  these disclosure  controls and procedures
are  effective.  There were no changes in our internal  control  over  financial
reporting  (as  such  term is  defined  in  Exchange  Act  Rules  13a-15(f)  and
15d-15(f))  during the six  months  ended  January 1, 2006 that have  materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.


                                       19

<PAGE>


PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its business,  consolidated  financial
position, results of operations or liquidity.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth, for the months indicated, the Company's purchase
of common stock  during the first half of fiscal 2006 which  includes the period
July 4, 2005 through January 1, 2006.
<TABLE>
<S>                                <C>                      <C>               <C>                          <C>
                                                                          Total Number of          Dollar Value of
                                                                          Shares Purchased as      Shares that May Yet
                                                                          Part of Publicly         Be Purchased Under
                             Total Number of          Average Price       Announced Plans or       the Plans or
Period                       Shares Purchased        Paid Per Share       Programs                 Programs

-----------------------------------------------------------------------------------------------------------------
                                    (in thousands, except average price paid per share)

    7/4/05 - 7/31/05                  120.5                $7.19                   120.5                  $9,315
    8/1/05 - 8/28/05                   61.5                $7.31                    61.5                  $8,863
   8/29/05 - 10/2/05                      -                   $-                       -                  $8,863
   10/3/05 - 10/30/05                     -                   $-                       -                  $8,863
  10/31/05 - 11/27/05                     -                   $-                       -                  $8,863
  11/28/05 - 1/1/06                       -                   $-                       -                  $8,863
                             ----------------    -----------------    ---------------------
Total                                 182.0                $7.23                   182.0
</TABLE>

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million. All share purchases
were made in  open-market  transactions.  The  average  price  paid per share is
calculated on a settlement basis and excludes commission.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company's Annual Meeting of Stockholders was held on December 2,
         2005.

         The following  nominees were  elected as directors, each to serve until
         the 2008 Annual Meeting or until their respective successors shall have
         been duly elected and qualified, by the vote set forth below:
<TABLE>
<S>                   <C>                                 <C>                                 <C>

         Nominee                                        For                                       Withheld
         ----------------------------    -----------------------------------      ------------------------------------------

         James F. McCann                            350,106,539                                    186,888
         Christopher G. McCann                      350,156,077                                    137,350
</TABLE>

         The  following  Directors  who were not  nominees for  election at this
         Annual Meeting will continue to serve on the Board of Directors of  the
         Company: John J. Conefry, Jr., Leonard J. Elmore, Kevin O'Connor,  Mary
         Lou Quinlan, Deven Sharma and Jeffrey Walker.

         The proposal to ratify the selection of Ernst & Young LLP, independent
         public accountants, as auditors of the Company for the fiscal year
         ending July 3, 2006 was approved by the vote set forth below:
<TABLE>
<S>                <C>                                   <C>                                       <C>

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------

               350,017,537                            270,981                                       4,909
</TABLE>

                                       20
<PAGE>


ITEM 5. OTHER INFORMATION

        Not applicable.

ITEM 6. EXHIBITS


        (a)  Exhibits.

            10.34 Lease  Agreement  dated  May 20, 2005  by and  among  Treeline
                  Mineola, LLC and  1-800-FLOWERS.COM, INC. ("Company") for  the
                  Company's corporate  headquarters  located at One Old  Country
                  Road, Carle Place, New York 11514.

            10.35 First Modification  to the Lease  Agreement dated November 16,
                  2005 by and among Treeline Mineola, LLC and 1-800-FLOWERS.COM,
                  INC.  ("Company") for  the  Company's  corporate  headquarters
                  located  at One Old Country Road, Carle Place, New York 11514.

             31.1 Certifications  pursuant to  Section 302 of the Sarbanes-Oxley
                  Act of 2002.

             32.1 Certifications  pursuant to  Section 906 of the Sarbanes-Oxley
                  Act of 2002.

















                                       21

<PAGE>





                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                             1-800-FLOWERS.COM, Inc.
                                             (Registrant)




Date: February 10, 2006                      /s/ James F. McCann
-----------------------                      ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: February 10, 2006                      /s/ William E. Shea
-----------------------                      -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>thirtyone.txt
<TEXT>
Exhibit 31.1


                           CERTIFICATIONS PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, James F. McCann, certify that:

     (1)  I  have   reviewed   this   quarterly   report   on   Form   10-Q   of
1-800-FLOWERS.COM, Inc.;

     (2)  Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     (4) The  registrant's  other  certifying  officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

      (a) designed  such  disclosure  controls  and procedures,  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

      (b) designed such  internal control over  financial  reporting, or  caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  evaluated  the effectiveness of  the registrant's  disclosure controls
          and  procedures  and  presented in this report our  conclusions  about
          the effectiveness of the disclosure controls and procedures, as of the
          end of the period covered by  this  report  based  on such evaluation;
          and

      (d) disclosed  in  this report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

     (5) The registrant's other certifying  officer and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

      (a) all  significant  deficiencies  and material  weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

      (b) any  fraud,  whether or  not  material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.


Date:  February 10, 2006                      /s/ James F. McCann
                                              James F. McCann
                                              Chief Executive Officer and
                                              Chairman of the Board of Directors

<PAGE>

I, William E. Shea, certify that:

     (1)  I  have   reviewed   this   quarterly   report   on   Form   10-Q   of
1-800-FLOWERS.COM, Inc.;

     (2)  Based on my  knowledge,  this  report  does  not  contain  any  untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

     (4) The  registrant's  other  certifying  officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

      (a) designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

      (b) designed  such  internal control  over financial  reporting, or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  evaluated  the effectiveness of  the registrant's  disclosure controls
          and  procedures  and  presented in this report our  conclusions  about
          the effectiveness of the disclosure controls and procedures, as of the
          end of the period covered by  this  report  based  on such evaluation;
          and

     (d)  disclosed in  this report  any  change in  the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

     (5) The registrant's other certifying  officer and I have disclosed,  based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

      (a) all  significant  deficiencies and  material  weaknesses in the design
          or operation of internal  control over the financial  reporting  which
          are reasonably likely to adversely affect the registrant's  ability to
          record, process, summarize and report financial information; and

      (b) any fraud,  whether  or  not  material,  that  involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.



Date:  February 10, 2006                 /s/ William E. Shea
                                         William E. Shea
                                         Senior Vice President of Finance and
                                         Administration and Chief Financial
                                         Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>thirtytwo.txt
<TEXT>

Exhibit 32.1

                CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
the  Sarbanes-Oxley Act of 2002, the undersigned  officer of  1-800-FLOWERS.COM,
Inc. (the "Company") hereby certifies, to such officer's knowledge, that:

     (1) the  Quarterly  Report on Form 10-Q of the  Company  for the  quarterly
period  ended  January  1,  2006,  as filed  with the  Securities  and  Exchange
Commission  on  the  date  hereof  (the  "Report"),   fully  complies  with  the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934; as amended; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  February 10, 2006
                                                /s/ James F. McCann
                                                James F. McCann
                                                Chief Executive Officer and
                                                Chairman of the Board



     Pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
the  Sarbanes-Oxley Act of 2002, the undersigned  officer of  1-800-FLOWERS.COM,
Inc. (the "Company") hereby certifies, to such officer's knowledge, that:

     (1) the  Quarterly  Report on Form 10-Q of the  Company  for the  quarterly
period  ended  January  1,  2006,  as filed  with the  Securities  and  Exchange
Commission  on  the  date  hereof  (the  "Report"),   fully  complies  with  the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934; as amended; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  February 10, 2006
                                                /s/William E. Shea
                                                William E. Shea
                                                Senior Vice President of Finance
                                                and Administration and Chief
                                                Financial Officer


A signed  original of each of these written  statements  required by Section 906
has  been  provided  to   1-800-FLOWERS.COM,   Inc.  and  will  be  retained  by
1-800-FLOWERS.COM,  Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>leasmod.txt
<TEXT>
Exhibit 10.35
                      FIRST MODIFICATION TO LEASE AGREEMENT

This First Lease Modification Agreement (this "Agreement") is executed by
TREELINE 1 OCR LLC, a New York limited liability company having offices c/o
Treeline Management Corp., 200 Garden City Plaza, Suite 325, Garden City, New
York 11530, as successor in interest to TREELINE MINEOLA LLC ("Landlord"), and
1-800 FLOWERS.COM, INC., a Delaware corporation having offices at 1600 Stewart
Avenue, Westbury, New York 11590 ("Tenant"), as of the 16th day of November,
2005 with reference to the following facts:

WHEREAS, Treeline Mineola LLC (predecessor in interest to Landlord) and Tenant
previously entered into a certain Agreement of Lease (the "Lease") with respect
to certain premises as more specifically set forth in such Lease, in the
building commonly known as 1 Old Country Road, Carle Place, New York (the
"Building") dated May 20, 2005;

WHEREAS, Landlord and Tenant entered into a Letter Agreement dated June 6, 2005
pursuant to which both the Landlord and the Tenant acknowledged that there were
three (3) typographical errors in the Lease; as set forth in the letter annexed
hereto as Exhibit "E";

WHEREAS, Landlord and Tenant desire to amend the Lease to, among other things,
provide for Landlord to perform additional work on behalf of Tenant, on the
terms set forth in this Agreement;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

1. Except to the extent modified by this Agreement, all defined terms contained
in this Agreement shall, for the purposes hereof, have the same meanings
ascribed to those terms in the Lease.

2. In consideration of (i) resolving and eliminating any and all claimed
Tenant's Delays, (ii) resolving and eliminating any claims of Landlord's delay
or failure to timely deliver possession of the Demised Premises (iii) resolving
and eliminating any and all claimed additional costs to Landlord, including but
not limited to, any and all additional costs for labor, materials, engineering,
consultants, insurance, administrative and/or management fees and filing fees,
as well as, reimbursement of Holdover Rent (as defined in Article 44 of the
Lease) (iv) modifying the Work Letter (as set forth as Exhibit "B" to the Lease)
to clarify Landlord's existing obligations and to provide for Landlord to
perform additional work, including the purchasing and installation of Tenant
Extras (as set forth in Exhibit "A"), all at Landlord's sole cost and expense
and to be done in compliance with all applicable codes, laws, rules and
regulations, and (v) for other good and valuable consideration, the sufficiency
hereof is hereby acknowledged, Landlord and Tenant agree to the following terms
provided for in this Agreement.

3. (a) Tenant does hereby waive its right to receive, or be credited for, (i)
the Relocation Allowance of $900,000 due from Landlord under section 45.01(i) of
the Lease, (ii) any payment due from Landlord to Tenant with respect to Tenant's
computer wiring (as more specifically set forth in Section (xiii) of Article 11
of Exhibit "B" to the Lease; (iii) the one month abatement of Fixed Annual Rent
as provided for in section 1.06 of the Lease; (iv) any rent abatement provided
for under Section 22.02 of the Lease; and (v) any Hold Over Rent which may have
been due and payable on or after August 31, 2005 by Landlord to Tenant, it being
understood that Landlord's obligation to pay Hold Over Rent pursuant to Article
44.01 has been satisfied in full.

         (b) On the Rent Commencement Date Tenant shall pay to Landlord the rent
due on December 1, 2005 in the amount of $180,192.33 and an additional sum of
$185,787.69 which represents the fixed monthly rent payment due on December 1,
2006, this sum is prepaid December 2006 fixed monthly rent and will be applied
on December 1, 2006.

         (c) Section 1.02(a) is hereby deleted in its entirety, it being the
intent of the parties hereto that notwithstanding anything in the Lease to the
contrary, the Commencement Date and the Rent Commencement Date are deemed to be
December 1, 2005. Tenant's obligation to pay rent with respect to the Original
Premises, the Expansion Space and the Storage Space (as modified in Section 3
below) commences on such date. Simultaneously with the execution of this
Agreement, Tenant will execute and deliver to Landlord a Tenant Estoppel
certificate for the Original Premises, the Expansion Space and the Storage Space
in the form set forth as Exhibit "G" annexed hereto and made part hereof.
Landlord's remains obligated to deliver the Demised Premises in accordance with
the Lease, the Plan, the plans submitted to the Building Department by Landlord,
the Workletter, the punch list attached as Exhibit F and any punch lists for the
Third Floor Space and the First Floor Space, and this Amendment.


         (d) Tenant acknowledges that it accepts possession of the Original
Premises, the Expansion Space, and the Storage Space in its "as is" condition
subject to (i) the punch list as set forth herein on Exhibit "F", completion of
Landlord's Work on the First and Third Floor Spaces, and the provisions of this
Agreement, including but not limited the provisions of section 3(e) of this
Agreement. Landlord will use due diligence to timely complete all work required
of it to be performed.

         (e) Tenant and Landlord will after the First Floor Space and the Third
Floor Space are completed prepare a punch list for the spaces. The Computer in
the First Floor Space is completed except for the items set forth in the Punch
List attached hereto as Exhibit "F". Landlord will use due diligence to timely
complete all undisputed punch items for the First Floor Space and the Third
Floor Space In the event of a dispute Gerard Gallagher and Glenn Schor will work
to resolve any dispute as to the validity of any punch list request. Tenant
waives the requirement of the Landlord to obtain Occupancy Approvals as of the
date hereof and the Commencement Date of the Lease, but Landlord shall obtain
same as provided for herein. Nothing in this Agreement is intended to waive any
requirements of the Landlord to obtain all Occupancy Approvals as provided for
in the Lease nor is Tenant waiving any representations, warranties or
obligations of the Landlord as provided for in the Lease, except as specifically
modified by the terms of this Agreement.

     With respect to the First Floor portion of the Demised Premises (the "First
Floor Space") Landlord and Tenant each acknowledge as follows:

a. The First Floor Space is currently under construction.

         b. Landlord represents that the entire first floor space (both those
         portions of the Original Premises and the First Expansion Space) was
         filed as one project.

         c. To date, except for the installation of the carpet and the punch
         list related to the Computer Room, Landlord has completed the first
         floor portion of the Original Premises. Landlord warrants that it will
         commence the installation of the carpet in the Original Premises of the
         First Floor Space by no later than December 1, 2005 and thereafter
         shall work on a continuous basis to complete said installation by
         December 9, 2005.

         d. Tenant has been given possession of the "Computer Room" in the
         Original First Floor Space. With the exception of those specifically
         set forth in Exhibit "F" Tenant acknowledges that there are no punch
         list items to be completed in the Computer Room.

         e. Landlord has commenced completion of the Expansion Space on the
         First Floor. Landlord anticipates completing the First Floor Space by
         December 9, 2005. Landlord agrees to work diligently and on a daily
         basis to complete the work. In any event the Tenant is permitted to
         take full occupancy of the Original Spaces of the First Floor Space
         starting on the night of December 9, 2005.

         f. Tenant shall submit a punch list for the First Floor Space (with the
         exception of the Computer Room). Landlord shall complete the punch list
         to the extent the same accurately sets forth the undisputed conditions
         and obligations of Landlord.

         g. In all events, Landlord will allow Tenant to fully occupy all
         portions of the First Floor Space on or before December 15th, 2005,
         subject to the following conditions:

(a)             In the event Tenant's occupancy of the First Floor Space
                materially interferes with Landlord obtaining a Certificate of
                Occupancy Tenant will immediately vacate the areas so that the
                Certificate of Occupancy may be issued; and


(b)             In the event Tenant causes any condition which prohibits the
                issuance of a Certificate of Occupancy Tenant, at its expense,
                shall forthwith cease and desist from said conduct and remedy
                said condition so that the Certificate of Occupancy may be
                issued. If Tenant does not remedy said condition, at its sole
                cost and expense, within a reasonably time period (but in no
                event longer than ten (10) days from Landlord's written notice
                to Tenant of said condition, Landlord shall have the right to
                remedy the same and Tenant, at its sole cost and expense, shall
                reimburse Landlord for all costs associated with remedying the
                condition.

          With respect to the Fifth Floor portion of the Demised Premises (the
         "Fifth Floor Space"): Landlord and Tenant each acknowledge that the
         Fifth Floor Space is completed, subject to the punch list items, and
         the Certificate of Occupancy has been obtained from the Town of North
         Hempstead. Landlord represents that to the best of its knowledge there
         are no other Occupancy Approvals required for the Fifth Floor Space.
         Tenant accepts possession of, and may fully occupy, the Fifth Floor
         Space upon execution of this Agreement and Landlord's sole remaining
         obligation with respect to Landlord's Work in the Fifth Floor Space is
         limited to completing the items set forth in the Punch List attached
         hereto as Exhibit "F".

         With respect to the Third Floor Space portion of the Demised Premises
         (the "Third Floor Space"): Landlord and Tenant acknowledge that the
         Third Floor Space is currently under construction. The estimated date
         of completion of the Third Floor Space is December 2, 2005. Landlord
         shall work on a continuous basis to complete Landlord's Work on the
         Third Floor Space in a timely manner.
         Landlord will allow Tenant to fully occupy all portions of the Third
         Floor Space starting on the night of December 5th, 2005, subject to the
         following conditions: (i)In the event Tenant's occupancy of the Third
         Floor Space materially interferes with Landlord obtaining a Certificate
         of Occupancy Tenant will immediately vacate the areas so that the
         Certificate of Occupancy may be issued; and (ii) In the event Tenant
         causes any condition which prohibits the issuance of a Certificate of
         Occupancy Tenant, at its expense, shall forthwith cease and desist from
         said conduct and remedy said condition so that the Certificate of
         Occupancy may be issued. If Tenant does not remedy said condition, at
         its sole cost and expense, within a reasonably time period (but in no
         event longer than ten (10) days from Landlord's written notice to
         Tenant of said condition, Landlord shall have the right to remedy the
         same and Tenant, at its sole cost and expense, shall reimburse Landlord
         for all costs associated with remedying the condition.



         With respect to the Lower Level portion of the Demised Premises (the
         "Lower Level Space"): Landlord and Tenant acknowledge that the Lower
         Level Space is completed, subject to the punch list, and the
         Certificate of Occupancy has been obtained from the Town of North
         Hempstead. Landlord represents that to the best of its knowledge no
         other Occupancy Approvals are required for the Lower level Space.
         Tenant accepts possession of, and can fully occupy, the Lower Level
         Space upon execution of this Agreement.

         With respect to the Storage Spaces: The Storage Space has been
         delivered to Tenant and Tenant has accepted occupancy of the same.
         Tenant acknowledges that there are no punch list items except as
         specifically set forth in Exhibit "F" and Landlord's obligations with
         respect to Exhibit "F" is to complete the items set forth therein,
         Exhibit "F".



         Landlord and Tenant each acknowledge that the dates noted above are not
         intended to include the date or dates that Landlord expects to receive
         the "Certificate of Occupancy" for the respective spaces;
         notwithstanding the above, Landlord will use best efforts to obtain the
         "Certificate of Occupancy" and any other required Occupancy Approvals
         in an expedited fashion through John Notaro.

         The parties hereto acknowledge that the Town of North Hempstead may
         issue a "Certificate of Completion" in lieu of a "Certificate of
         Occupancy". Accordingly, for purposes of this Agreement the term
         "Certificate of Occupancy" and "Certificate of Completion" shall be
         deemed to have the same meaning and the issuance of a "Certificate of
         Completion" in lieu of a "Certificate of Occupancy" for any portion of
         the Demised Premises shall be deemed to satisfy Landlord's obligations
         as that is the certificate that the Town of North Hempstead issued.
         Tenant shall continue to be able to perform its work in conjunction
         with Landlord's Work as has been done to date. Tenant shall do no work
         or perform no act that shall materially interfere with, delay or impede
         Landlord from obtaining the "Certificate of Occupancy" or other
         Occupancy Approval.

         Section 2.02 of the Lease is hereby deleted in its entirety and
replaced by this provision.


         Notwithstanding the foregoing the establishment of the December 1, 2005
Commencement Date and the December 1, 2005 Rent Commencement Date as provided
herein and the estimated dates of completion, the Landlord remains obligated to
perform the Landlord's Work including all upgrades, additions and extras
contained in Exhibit "A" hereto, all items on any Punch Lists to the extent that
the same accurately sets forth the undisputed conditions and obligations of
Landlord, and to obtain and deliver to Tenant copies of all Occupancy Approvals
with respect to the First Floor Space and the Third Floor Space as required
under the terms of the Lease and this Agreement.

         Tenant, upon the delivery of the Occupancy Approvals for the First
Floor Space and the Third Floor Space by the Landlord, shall execute a new
Estoppel Certificate the entire Premises which Estoppel Certificate shall be in
the form substantially similar to the Estoppel Letter attached hereto as Exhibit
G and Tenant shall deliver same within ten (10) days of its receipt of the
Occupancy Approvals for these spaces.

         Landlord and Tenant agree that Tenant may store its equipment and
furniture (collectively, the "Tenant's Personalty") in the storage rooms.
Landlord and Tenant further agree that Tenant may store unassembled modular
furniture in areas that are completed and await final "Certificate of
Occupancy". As to any personalty brought on to such portions of the Demised
premises which are awaiting the final "Certificate of Occupancy" Tenant's right
to bring same on to the Demised Premises is conditioned upon Tenant being
responsible for the safekeeping and security of the same. Landlord, its agents,
servants, employees and contractors shall at no time bear liability for any
items stored by Tenant or its contractors in accord with the provisions of this
Agreement, except to the extent that the liability arises from the negligence or
willful misconduct of the Landlord, its agents, servants, employees,
contractors, visitors and invitees. Furthermore, Landlord, its agents, servants,
employees, contractors, visitors and invitees are hereby released from any
liability with respect to the storage of said items, and its maintenance,
protection, loss, damage of any kind type or nature, except to the extent the
liability arises from the negligence or willful misconduct of the Landlord, its
agents, servants, employees, contractors, visitors and invitees. Tenant
acknowledges that Landlord is not a bailee of Tenant's property. Nothing in this
paragraph is intended to prevent Tenant from fully occupying the First Floor
Space and the Third Floor Space by the dates provided for in the earlier
paragraphs of this Section 3.


         The raised floor and the ceiling in the Computer Room have been
completed. Accordingly, Landlord and Tenant acknowledge that Tenant has
delivered and may deliver and install its computer equipment ("Computer
Equipment") in the Computer Room located on the First Floor Space. Tenant shall
be responsible for the said "Computer Equipment", including but not limited to
any loss or damage from any and all causes, except to the extent any such loss
or damage arises from the negligence or willful misconduct of Landlord, its
agents, servants, employees, contractors, visitors and invitees. Tenant hereby
releases Landlord, its agents, servants, employees, contractors, visitors and
invitees from any liability with respect to the said equipment its maintenance,
protection, loss, damage of any kind type or nature, except to the extent the
liability arises from the negligence or willful misconduct of Landlord, its
agents, servants, employees, contractors, visitors and invitees. Tenant
acknowledges that Landlord is not a bailee of Tenant's property.

         (e) Notwithstanding anything to the contrary contained in the Lease,
including, without limitation, anything contained in Section 44.01 of the Lease,
Landlord's obligation to pay Holdover Rent pursuant to such Section 44.01 ends
effective August 31, 2005. Tenant is under no obligation to reimburse the
Landlord for any Holdover rent previously paid by the Landlord.

         (f) The Expiration Date set forth in Article A (4) of the Lease is
hereby amended so that the Lease term is hereby extended to May 31, 2018.

         (g) In consideration of Tenant's agreeing to the Commencement Date and
Rent Commencement Date of December 1, 2005, Landlord and Tenant respectively
hereby forever waives and releases their respective claims one against the other
for Tenant Delay and Landlord Delay. Landlord and Tenant release any claim one
against the other for any and all Delay and any and all additional costs
incurred by either party by reason of any claimed Delay or other failure to
heretofore timely perform their respective obligations under the Lease. In light
of such waiver and release, the deadlines and penalties set forth in Section
22.02 of the Lease, against both Landlord and Tenant, are hereby deleted.
Landlord hereby agrees to work diligently and continually to complete, at
Landlord's sole cost and expense, Landlord's Work and the Additional Work set
forth on Exhibit A hereto as soon as possible using commercially reasonable
efforts and taking into account the necessary coordination of the various trades
and the delivery of items ordered by Landlord prior to the date hereof, but in
no event later than the time periods set forth in 3(d) above.

         (h) Except as otherwise provided herein, none of Tenant's employees may
occupy any of the respective spaces until the respective "Certificates of
Occupancy" are received for the respective Demised Premises.


4. In accordance with Section 1.02(d) of the Lease, with the exception of Suite
497, Landlord has relocated the Storage Space to space located in the basement
of the Building. In addition, Tenant has requested and Landlord has agreed to
lease Suite 432 to Tenant as additional storage space. Accordingly, the rent
schedule set forth for Storage Space is hereby deleted in its entirety and the
rent schedule set forth on Exhibit B is inserted in its stead.

5. Article 13 of the Lease is hereby deleted in its entirety and the following
  inserted in its stead:

                                   Article 13.
                                     Parking

     13.01. Landlord represents that with the availability of the roof deck
     parking presently being repaired there is approximately 1,500 available
     parking spaces at the Building. It is anticipated that the roof deck repair
     will be substantially completed and available for use by the tenants on the
     Lease Commencement Date. Landlord shall use commercially reasonable efforts
     to have the roof deck repair completed by the Lease Commencement Date,
     including having the contractors work continuously on the roof deck repair
     weather conditions permitting.

     13.02. Landlord and Tenant acknowledge that there will be Eighty-Three (83)
     interior reserved and designated parking spaces at the Building on the
     middle level. In addition the exterior macadam lot and the front of the
     Building are reserved parking areas. Tenant shall not use these reserved
     and designated parking areas, except that the Tenant shall have ready
     access to all handicapped parking spaces for its employees and invitees in
     common with the other tenants, employees and invitees at the Building on a
     first come, first serve basis. Notwithstanding the foregoing, as provided
     in Subsection 13.03(b) the Tenant may use ten (10) of the eighty-three (83)
     middle level reserved spaces.

     13.03. Landlord will reserve for Tenant's exclusive use, at no cost to
     Tenant for use throughout the term of the Lease, in an enclosed and gated
     area or areas, one hundred (100) parking spaces which spaces shall not be
     used by other tenants.

(a)       Ninety (90) of the reserved parking spaces shall be located in an
          enclosed, gated card accessible area. The ninety parking spaces shall
          be on the lower level of covered parking. Attached hereto as Exhibit D
          is a plan of these enclosed spaces. Landlord reserves the right to
          relocate the reserved spaces within the covered parking area of the
          garage and in close proximity to the Building, subject to Tenant's
          reasonable approval.

         Notwithstanding anything in Section 13.01 to the contrary, with the
         exception of the gate, which Landlord has ordered but has not yet
         received (and which will be installed promptly upon Landlord's receipt
         of the same) the lower level parking shall be substantially completed
         and available for use by the Tenant and the other tenants by the
         Commencement Date. Until such time as the gate has been installed,
         Landlord shall, during Business Hours, provide a patrol car to
         circulate through the enclosed parking area to insure that the reserved
         spaces noted above are available for Tenant's use only.

     (b) Tenant shall be given ten (10) of its reserved spaces in contiguous
     spaces on the middle level in the generally reserved area referred to in
     Article 13.02 above, which area is enclosed, gated and card accessed and
     available to other tenants. These spaces shall have the name of the Tenant
     painted on the spaces. The Landlord does not undertake to police the use of
     these spaces, but upon the Lease Commencement Date, Landlord agrees to
     notify the other tenants of the Building in writing that they are not
     permitted to park in any parking spaces reserved for Tenant.
     Notwithstanding anything in Section 13.01 to the contrary, the middle level
     parking shall be substantially completed and available for use by the
     Tenant and the other tenants by the Commencement Date.

     (c) Tenant agrees to assign all of its reserved parking spaces and to issue
     pass cards to its employees for the reserved parking areas. Tenant agrees
     to notify those employees issued parking passes for the reserved areas to
     park in the reserved areas and not to use the general unreserved parking
     spaces. The Tenant shall observe Landlord's rules and regulations for the
     issuance of access cards to the reserved parking area, provided they do not
     violate any law, rule ordinance or regulation The said regulations shall be
     reasonable but may include the requirement to provide a copy of the
     Driver's License of the occupants of the reserved area, and the
     identification and ownership of each vehicle parked in the reserved area.
     Landlord agrees to keep all personally identifiable information strictly
     confidential and not share same with any third party.

     13.04. In addition to its reserved parking spaces, Tenant may use the
     non-reserved spaces in common with other tenants, invitees, guests and
     employees at the Building on a first come, first serve basis. Tenant may
     use in common with the other Tenant's, their respective employees, invitees
     and others the handicapped Spaces at the Building. Tenant shall at no time
     park in the commercial spaces at the Building except for a period of less
     than ten minutes and then only in connection with deliveries or services.

     13.05. Landlord reserves the right, at any time, to reserve on a permanent
     basis non-reserved parking spaces at the Building and/or to reduce the
     number of parking spaces available at the Building. In the event Landlord
     elects to reserve parking spaces to other tenants of the Building, except
     for the spaces mentioned in Section 13.02 above that Landlord has currently
     reserved or reduce the available parking spaces on a permanent basis that
     were formerly available to all tenants, on a first come first serve basis,
     then and in such event Landlord shall increase Tenant's reserved enclosed,
     gated, card accessible spaces as follows:

                  One (1) parking space to Tenant for each two (2) parking
                  spaces reserved for others or reduced permanently from the
                  approximately 1,500 spaces (which include the reserved and
                  non-reserved spaces, the handicapped spaces and the commercial
                  spaces) available when the repairs to the parking garage are
                  completed at about the Commencement Date. Any such additional
                  spaces reserved for the Tenant shall be contiguous to the
                  reserved spaces noted in section 13.03(a) above (Lower Level
                  Spaces).

(a)      It is the intent of the parties that the term "permanent" shall be
         deemed to mean the loss of use of existing general undesignated parking
         for a period of time in excess of the time needed to effect the
         provisions noted in Section 13.08 herein below.

Once Landlord permanently reserves a non-designated space or spaces for any
reason then this designation shall be deemed a permanent designation for the
earlier of (i) full term of the Tenant's Lease and (ii) the date that Landlord
no longer reserves any such spaces.

     13.06. Without limiting the above, in the event Tenant leases additional
     office space it shall be entitled to one (1) additional reserved enclosed,
     card accessed space per one thousand two hundred (1,200) rentable square
     feet of space leased. The additional spaces shall be contiguous to the
     reserved spaces noted in section 13.03 (a) above. The designation of these
     reserved spaces shall not be deemed a diminution of parking at the
     Building.

     13.07. Tenant shall be given, at no cost and expense, One Hundred (100)
     pass cards upon the commencement of the Lease term. Landlord, at no charge
     to Tenant, shall replace up to eight (8) pass cards free of charge per
     calendar year and thereafter Tenant shall pay $50.00 per pass card in
     advance of the same being issued.

     13.08. Tenant and Landlord acknowledge that from time to time parking may
     be temporarily reduced due to weather conditions, repairs to the parking
     structure or to the Building, construction within the parking structure or
     the Building or re-paving of the parking lot or outside parking areas.
     Tenant acknowledges that the forgoing does not constitute a diminution of
     parking spaces, provided that Landlord undertakes all reasonable steps to
     promptly restore the original spaces that were temporarily reduced pursuant
     to this section 13.08. Tenant acknowledges that from time to time the
     number of handicapped spaces may be increased or the number of commercial
     spaces may be increased. Such changes do not constitute a diminution of
     parking spaces within the meaning of this provision of the Lease.

     13.09. Tenant acknowledges that the Lower Parking Level and the Upper
     Parking Level may be locked and closed after 9:00 P.M. on weekdays, legal
     holidays and Saturday afternoon from 5:00 P.M. through Monday morning at
     7:00 A.M. The Tenant agrees to remove its cars from these areas during
     those designated hours and to relocate them to the main level or outdoor
     parking areas so that the Landlord may lock the gate(s) leading to said
     Lower Parking Level and Upper Parking Level. In the event that Tenant's
     employees wish to leave a car temporarily in the Lower Parking Level in
     connection with Tenant's business Tenant shall notify Landlord of the same
     twenty four (24) hours in advance via facsimile and Landlord shall bear no
     responsibility for said car while it remains overnight in the Lower Level
     Parking. Notwithstanding the foregoing the Landlord agrees that with
     advance notice during Tenant's special seasons the Landlord will allow
     these areas of the parking lot to remain open and accessible to the Tenant.

6. The following additional modifications are made to the Lease:

A.       Sections 2.03 and 2.04 are deleted in their entirety.

B.       Subpart (v) of the second paragraph of Section 6.01 is amended in its
         entirety to read:

                           "(v) The cost of said Cosmetic Alterations at no
                           time, in the aggregate for any one alteration,
                           exceeds One Hundred and Eighty Thousand ($180,000.00)
                           Dollars".

7.     (a) Landlord and Tenant acknowledge and agree that, pursuant to that
       certain Letter Agreement dated August 19, 2005 between Landlord and
       Tenant, a copy of which is annexed hereto as Exhibit "C" (the "IT Wiring
       Agreement"), (a) Landlord shall not be responsible for (i) the quality or
       the timing of the work performed by Tenant's contractor regarding the
       installation of Tenant's computer wiring and cabling (the "IT Wiring") or
       (ii) any materials or tools stored in the Building by such contractors
       and (b) Tenant shall undertake and complete the IT Wiring within each
       suite contained in the Demised Premises as well as the IT Wiring
       connecting Tenant's respective suites, in and throughout the Building,
       including the common areas.

       (b) Tenant is solely responsible for the payment of the IT Wiring
       contractor and shall deliver to the Landlord, all appropriate
       governmental approvals, if same are required, and a waiver of mechanic
       lien within thirty days of the Landlord delivering the "Certificate of
       Occupancy" for the First Floor Space.

       (c) Tenant assumes all liability for the IT Wiring. The IT Wiring in all
       manner and form are excluded from any warranties express or implied for
       Landlord's work stated under and pursuant to the Lease. The IT Wiring is
       not Landlord Work.

       (d) Tenant is and shall at all times be responsible for the installation,
       repair and maintenance of the IT Wiring.

8. The Workletter attached to the Lease as Exhibit B is amended as follows:

         (a) The last paragraph of the Workletter attached as Exhibit B to the
Lease (the "Workletter") is hereby clarified in that such paragraph requires
Landlord to hire Tenant's Architect as a design consultant and expeditor for the
work to be performed by Landlord pursuant to the Workletter at a cost not to
exceed $5,000 ("Architect Allocation"). Said provision is hereby amended to
delete the words "at a cost not to exceed $5,000". Landlord has retained the
firm of Notaro Grupp Associates and Landlord shall be solely responsible for the
sums charged by said Architect for the services rendered as a Design Consultant
and Expediter.

         (b) Section 11(viii) of the Workletter is hereby amended to provide
that the 250kw diesel back-up generator referred therein shall be located in the
loading dock area of the Building. The Workletter is hereby amended to provide
that the condensers for the Liebert Units will be installed on the roof.
Landlord represents that said installation has been completed.

         (c) Landlord hereby agrees that, as part of the Additional Work set
forth on Exhibit "A" hereto, which Landlord shall perform for Tenant pursuant to
this Agreement, Landlord shall purchase and install a second 250kw diesel
back-up generator, at Landlord's cost and expense. Such second generator shall
be located in the loading dock area of the Building at Landlord's sole cost and
expense. Both generators shall be installed, which includes the connections to
the Building's electrical system, in compliance with all applicable codes, laws,
rules and regulations. The generators shall be installed on raised concrete pads
and shall have a post placed on the ground at all the outer corners, said post
to be painted in a bright color or such other method as required by the
appropriate governmental agency.

         (d) In accordance with the terms of the Lease, Landlord shall warrant
the installation and the mechanical functioning of the generators for a period
of one year from the Commencement Date. That after the completion of the first
12 months of the Lease following the Commencement Date, Tenant shall at all
times be responsible for the maintenance and repair of the two (2) generators
and shall, at Landlord's option, remove same from the property appurtenant to
the Building (the "Property") at the expiration or earlier termination of the
Lease. During the initial twelve (12) month period from December 1, 2005 through
November 30, 2006, the Landlord shall be responsible for repair of the
generators and the maintenance thereof but only to the extent that the same is
not routine inspections, testing and/or routine maintenance. Both generators
shall be installed by Landlord in an area acceptable to the controlling
governmental agency and, if not, Landlord shall, at its sole cost and expense,
promptly relocate same to an area acceptable to the governmental agency. Without
limiting the provisions of this Section 8, both generators shall be installed
and in good working order by December 10, 2005. The foregoing date does not
include any required governmental certificates or inspection.

         (e) Tenant shall prepare, execute, and deliver to the Landlord for
filing the Registration Application for the Storage of Flammable/Combustible
Liquids and send such other documents as may be required by the governmental
agency regulating the generators. The Tenant shall be listed as the "owner and
operator" of the generators. Landlord and Tenant acknowledge that this form has
been duly completed and submitted to the Office of the Fire Marshall, County of
Nassau.

         (f) The Tenant agrees not to test both generators at the same time. The
Tenant agrees that it may only test the generators from the hours of 7:00 A.M.
to 8:30 A.M. and from 6:00 P.M. to 9:00 P.M. on weekdays and from the hours of
10:00 A.M. until 6:00 P.M. on Saturday, Sunday or Legal Holidays.

         (g) The Tenant shall supply and store the diesel fuel required for the
operation of the generators in the tanks provided with the Generators. The fuel
shall be stored and maintained in a safe environmentally safe condition and in
accordance with law and ordinance.

         (h) That the condensers for the four 5 ton units of HVAC being
installed on the first floor level shall be installed by Landlord on a secure
shelf above the loading dock. Tenant may also at its cost and expense install up
to 2 condensers (each approximately 20 inches high, 38 inches in length and 29
inches deep and weighing approximately 215 pounds) for Tenant's refrigeration to
be utilized in the retail store on the first floor on a rack that will be
provided by the Landlord in the loading dock above the generators. Landlord will
locate the condensers for the refrigeration such that the access for servicing
shall be substantially similar to the access to the HVAC condensers installed by
Landlord. The condensers and the refrigeration equipment shall be wired to
Tenant's sub meter. The Landlord shall install and wire the HVAC condensers and
the Tenant shall install, connect and wire at its sole cost and expense the
condenser(s) for its refrigeration equipment that shall be wired to the Tenant's
sub meter. Tenant shall at all times be responsible for the maintenance and
repair of such refrigeration equipment and shall, at Landlord's option, remove
it from the Property at the expiration or earlier termination of the Lease.

         (i) As part of the Additional Work set forth on Exhibit A to this
Agreement and notwithstanding the capacity limitations set forth in Article 12
of the Lease, Landlord, at its sole cost and expense has provided for Tenant's
exclusive use, a new 600 Amp at 480 volt electrical service. Landlord represents
that the transformers that Landlord provided are installed, are operational and
comply with all applicable codes, rules, laws and regulations. These
transformers as well as the disconnect switches for the generators are installed
in the Tenant's storage space in the basement. Landlord acknowledges that it has
had an opportunity to review the Tenant's current electrical capacity and
current use demands for the Demised Premises and that such demands, including
without limitation any electricity used with reference to the signage to be
installed at the Demised Premises, complies with Article 12 of the Lease. The
parties agree that the new electrical service meets the requirements of Tenant
at the Lease Commencement for the computer room, provided same is in proper
working order.

         (j) The parties agree that the electrical capacity from one suite of
the Demised Premises (as each suite is specifically designated in the Lease) to
another suite of the Demised Premises (with the exception of the initial suites
leased to Tenant which are located on the first floor which, for these purposes,
shall be deemed a single suite) may not be interchanged, unless Tenant shall pay
Landlord to install, at Tenant's sole cost and expense, any necessary additional
electrical panels and related wiring. Landlord and Tenant agree that the
Landlord has calculated the wiring of the electric service for Suite 500, the
Third Floor Space and the Lower Level to be at approximately capacity of the
seven watts. The parties acknowledge that the First Floor Space has been
provided with additional electrical capacity through the installation of
additional service and transformers in accord with Tenant's stated requests.

         (k) Landlord shall provide Tenant, at Tenant's request, with overtime
heating and air conditioning in the lower level ("Overtime HVAC") of the Demised
Premises at the rate of $82.50 per hour of Overtime HVAC. Landlord may increase
such overtime charge over the term of the Lease by the same percentage that
Landlord increases the overtime charge that it generally charges to other
tenants of the Building. For purposes of the Lease, overtime hours ("Overtime
Hours") are all hours other than 8:00 A.M. to 7:00pm on weekdays, and 8:00am to
1:00pm on Saturdays, excluding legal holidays. Nothing herein is intended to
limit or increase, in any way, the obligations of the Landlord as set forth in
Article 21 of the Lease.


         (l) Landlord hereby agrees to allow Tenant to maintain an interior
doorway in the wall between Tenant's the retail store area and the balance of
the adjoining first floor portion of the Demised Premises, provided (a) such
adjoining portion of the first floor space is occupied by certain of Tenant's
employees on a 24 hour a day, 7 day a week basis.

         (m) Notwithstanding the requirement set forth in Section (ix)(c) of
Article 11 of Exhibit "B" of the Lease, Landlord shall not be required to supply
and install electric baseboard heating in the CEO's office.

         (n) The Landlord and Tenant agree that Tenant has satisfied any claim
for payment towards the restrooms discussed under Section 11(vi) of Exhibit "B"
to the Lease and no monies are due for same from the Tenant.

9. Landlord and Tenant acknowledge and agree that there are currently no parking
spaces located adjacent to Tenant's retail area. Therefore, Paragraph 2 of
Exhibit T of the Lease shall be deemed modified so that, in addition to
permitting Tenant to secure the necessary permits and to supply and install
parking signage at the western side of the Building (similar to that installed
by HSBC on the eastern side), Tenant shall have the right to install, at
Tenant's sole cost and expense, up to five (5) parking spaces in the vicinity of
the retail store area. Tenant shall be responsible to obtain any and all
necessary approvals in connection with the parking spaces. Tenant shall be
responsible for all landscape design and execution subject to Landlord's
approval of the same. Landlord agrees to cooperate, including executing any
documents required, with reference to tenant's obtaining all necessary
approvals. Tenant's right to install parking spaces provided for under this
Section 9 is in addition to Tenant's parking rights under Article 13 hereof.

10. Except as specifically modified by this Agreement, all of the terms and
conditions of the Lease are ratified and confirmed by Landlord and Tenant. All
references to the "Lease" in any future correspondence, notice or dealings
between the parties hereto shall be deemed to refer to the Lease, as amended by
this Agreement.

11. The agreements, terms and conditions contained in this Agreement shall be
binding upon, and inure to the benefit of, Tenant, Landlord and Landlord's
successors and assigns. The Landlord shall forthwith submit this Agreement to
its lender in accord with the terms of its Mortgage.

12. This Agreement may not be changed orally, but only by a writing signed by
the party against whom enforcement may be sought.















13. This Agreement shall be governed by and interpreted in accordance with the
laws of the State of New York.

         IN WITNESS WHEREOF, the parties hereto have executed this First Lease
Modification Agreement as of the day and year first above written.

LANDLORD:

TREELINE 1 OCR LLC


By: __________________________
         C. Glenn Schor
         President

TENANT:

1-800 FLOWERS.COM, INC.


By: _______________________________
Name: _____________________________
Title: ______________________________
Federal Identification No.: _____________



<PAGE>


                                    EXHIBIT A

                         ADDITIONAL WORK TO BE COMPLETED

1)       The items set forth under Section 8 of the Agreement
2)       HVAC upgraded to 20 additional tons on the first floor
3)       8 Herculite doors on the 5th floor
4)       Door between retail store area and the Bridge
5)       Counter top room #502
6)       Counter, cabinet, & sink in #508
7)       Frosted glass on bottom rows (designated rooms on the fifth floor )
8)       15 feet of drywall #501
9)       Drywall opening & new closet room #570
10)      Dedicated outlet room #548
11)      Lower level outlets
12)      High hats room #501
13)      Supplemental HVAC Lower Level training room
14)      Supplemental HVAC room #510 (conference room)
15)      Gas meter & installation  for CEO & President's  offices so that the
         offices will be supplied with gas heat by the Landlord
         at Tenant's sole cost and expense 16) Rewiring for the generator Lower
   Level and 5th floor 17) The additional reserved parking spaces provided for
   in this Agreement






<PAGE>


                                    EXHIBIT B

                         RENT SCHEDULE FOR STORAGE SPACE



                                  storage space

Suite 497
<TABLE>
<S>                   <C>               <C>                <C>                                <C>
                                                                                           Monthly
  Lease Year         From               To           Fixed Annual Rent                   Installment
       -----         ----               --           -----------------                   -----------
      1           12/1/2005         11/31/2006           $12,600.00                       $1,050.00
      2           12/1/2006         11/31/2007           $12,978.00                       $1,081.50
      3           12/1/2007         11/31/2008           $13,367.34                       $1,113.95
      4           12/1/2008         11/31/2009           $13,768.36                       $1,147.36
      5           12/1/2009         11/31/2010           $14,181.41                       $1,181.78
      6           12/1/2010         11/31/2011           $14,606.85                       $1,217.24
      7           12/1/2011         11/31/2012           $15,045.06                       $1,253.75
      8           12/1/2012         11/31/2013           $15,496.41                       $1,291.37
      9           12/1/2013         11/31/2014           $15,961.30                       $1,330.11
      10          12/1/2014         11/31/2015           $16,440.14                       $1,370.01
      11          12/1/2015         11/31/2016           $16,933.35                       $1,411.11
      12          12/1/2016         11/31/2017           $17,441.35                       $1,453.45
      13          11/1/2017         5/31/2018            $17,964.59                       $1,497.05

Basement Space

    Lease                                                                                 Monthly
     Year           From               To           Fixed Annual Rent                   Installment
     ----           ----               --           -----------------                   -----------
      1           12/1/2005        11/31/2006           $30,330.00                       $2,527.50
      2           12/1/2006        11/31/2007           $31,239.90                       $2,603.33
      3           12/1/2007        11/31/2008           $32,177.10                       $2,681.42
      4           12/1/2008        11/31/2009           $33,142.41                       $2,761.87
      5           12/1/2009        11/31/2010           $34,136.68                       $2,844.72
      6           12/1/2010        11/31/2011           $35,160.78                       $2,930.07
      7           12/1/2011        11/31/2012           $36,215.61                       $3,017.97
      8           12/1/2012        11/31/2013           $37,302.07                       $3,108.51
      9           12/1/2013        11/31/2014           $38,421.14                       $3,201.76
      10          12/1/2014        11/31/2015           $39,573.77                       $3,297.81
      11          12/1/2015        11/31/2016           $40,760.98                       $3,396.75
      12          12/1/2016        11/31/2017           $41,983.81                       $3,498.65
      13          12/1/2017        5/31/2018            $43,243.33                       $3,603.61






Suite 432

   Lease                                                                               Monthly
    Year           From             To           Fixed Annual Rent                   Installment
    ----           ----             --           -----------------                   -----------
      1          9/1/2005        8/31/2006           $11,637.00                        $ 969.75
      2          9/1/2006        8/31/2007           $11,986.11                        $ 998.84
      3          9/1/2007        8/31/2008           $12,345.69                       $1,028.81
      4          9/1/2008        8/31/2009           $12,716.06                       $1,059.67
      5          9/1/2009        8/31/2010           $13,097.55                       $1,091.46
      6          9/1/2010        8/31/2011           $13,490.47                       $1,124.21
      7          9/1/2011        8/31/2012           $13,895.19                       $1,157.93
      8          9/1/2012        8/31/2013           $14,312.04                       $1,192.67
      9          9/1/2013        8/31/2014           $14,741.40                       $1,228.45
     10          9/1/2014        8/31/2015           $15,183.65                       $1,265.30
     11          9/1/2015        8/31/2016           $15,639.15                       $1,303.26
     12          9/1/2016        8/31/2017           $16,108.33                       $1,342.36
     13          9/1/2017        2/28/2018           $16,591.58                       $1,382.63

</TABLE>


<PAGE>


                                    EXHIBIT C

                               IT WIRING AGREEMENT







<PAGE>


                                    EXHIBIT D

                                     PARKING







<PAGE>


                                    EXHIBIT E


         LETTER OF JUNE 6, 2005 MODIFYING TYPOGRAPHICAL ERRORS IN LEASE




<PAGE>


                                    EXHIBIT F

                                   PUNCH LIST

Storage Spaces:
1)       Install additional ceiling tiles (substantially similar to those
         located in lower level storage area) in order to extend out ceiling in
         the Basement Storage Area.
2)       Reinstall pre-existing doors in the front of the fenced storage area so
         that only key access is available. Keys to be held by Landlord and
         Tenant.
3)       Room 432--complete half finished ceiling and paint walls 4) Room
         497--paint walls


First Floor (Computer Room):
1) Install fifteen (15) circuit breakers to the panel for use in the computer
room. 2) Landlord to switch off temporary power source and turn on permanent
power source. 3) Complete Generators Connections.



Fifth Floor:
1)            Rm 591--install 2-2x2 light fixtures
2)            Rm 594---install 2-2x2 light fixtures
3)            Hook up generator power
4)            Install white write on paper in the Board Room.
5)            Relocate condenser pump in room 508.
6)       On the 2 doors leading into legal department, Landlord to reverse the
       stops so doors open into the open area outside of the legal department.














                                    EXHIBIT G

                           TENANT ESTOPPEL CERTIFICATE

TO:      Bank of America, N.A.
         NC1-027-20-03
         214 North Tryon Street
         Charlotte, North Carolina 28255
         Attention:  Closing Coordinator

RE:      One Old Country Road, Carle Place, New York

         The undersigned (the "Tenant"), as tenant under that certain lease (the
"Lease") dated May 20, 2005, as the same has been modified, made with Treeline
Mineola LLC (together with its successors and/or assigns, the "Landlord"), for
space at the Landlord's property generally described as One Old Country Road,
Carle Place, New York in Nassau County, State of New York (the "Premises"), a
true and complete copy of which is annexed hereto, hereby certifies as follows:

(1) The Tenant has entered into occupancy of the Premises described in the Lease
    and the Lease is in full force and effect and has not been assigned,
    modified, supplemented or amended in any way, except as follows: Letter
    Agreement dated June 6, 2005, Letter Agreement dated August 19, 2005, and
    First Modification to Lease Agreement dated November 16, 2005 (the "Lease
    Modification"). The Lease, as amended as indicated in the preceding
    sentence, represents the entire agreement between the parties as to said
    leasing.

(2) The commencement date of the term of the Lease is December 1, 2005 and the
    expiration date of the term of the Lease is May 31, 2018. The Tenant has no
    rights to renew or extend the term of the Lease except as follows: Two
    successive five (5) year periods.

(3) Except as specifically set forth in the Lease Modification, all conditions
    of the Lease to be performed by the Landlord and necessary to the
    enforceability of the Lease as of the date hereof have been satisfied. There
    are no defaults by either the tenant or, to the Tenant's knowledge, the
    Landlord thereunder, and, to the Tenant's knowledge, no event has occurred
    or situation exists which would, with the passage of time, constitute a
    default under the Lease. All improvements or work required under the Lease
    to be made by the Landlord to date, if any, have been completed. On this
    date there are no existing defenses, offsets, claims or credits which the
    Tenant has against the enforcement of the Lease by the Landlord.

(4) Monthly rent is payable on the 1st day of each month. The initial fixed
    monthly rent is $180,192.33 which amount escalates as specifically set forth
    in the Lease. All rent due for the current month has been paid, and no rents
    have been prepaid more than two (2) months in advance. The Tenant has paid
    to the Landlord a security deposit in the amount of $0.

(5) The Tenant has no option or preferential right to purchase all or any part
    of the Premises, or the land of which the Premises are a part. The Tenant
    has no rights or interest with respect to the Premises other than as a
    tenant under the Lease. The Tenant has not assigned or sublet its interest
    in the Premises.

(6) That as of the date hereof, there are no actions, whether voluntary or
    otherwise, pending against the Tenant under the bankruptcy or insolvency
    laws of the United States or any state thereof.

(7) The Tenant understands that Bank of America, N.A., (the "Lender") intends to
    make a mortgage loan (the "Loan") to the Landlord (or its successor and/or
    assign with respect to the Landlord's interest in the Lease) in reliance
    upon, among other things, this certificate, and that the Lender's successors
    and/or assigns may rely on this certificate in making, or acquiring any
    interest in, the aforesaid Loan. The Tenant hereby acknowledges that the
    Lease and the rent and other sums due thereunder are to be assigned by the
    Landlord to the Lender as security for the Loan. If the Lender becomes the
    owner of the Premises demised under the Lease, such as by foreclosure, the
    Tenant shall attorn to Lender as landlord under the Lease. If the Lender or
    any entity servicing the Loan for the Lender notifies the Tenant of a
    default under the Loan Documents evidencing the Loan and demands that the
    Tenant make all rental and all other payments under the Lease directly to
    the Lender or a designated lockbox or elsewhere, the Tenant shall honor such
    demand and shall make all rental and other Lease payments as required
    pursuant to such notice and demand.

         EXECUTED effective as of this 1st day of December, 2005.


                                                 TENANT:
                                                 1-800 FLOWERS .COM, INC.

                                                 By: __________________________
                                                           (SEAL)

                                                 Name:_________________________

                                                 Title: _______________________

ATTEST/WITNESS:






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>lease.txt
<TEXT>
Exhibit 10.34
                               AGREEMENT OF LEASE
                                     Between
                              TREELINE MINEOLA LLC,
                                    Landlord,
                                       and
                            1-800-FLOWERS.COM, INC.,
                                     Tenant.

                               Dated: May 20, 2005

                                    PREMISES
                               1 Old Country Road
                              Carle Place, New York

                Suite LL08, 500, 110, 112, 120, 122, 300 and the Storage Space
(as herein defined)



<PAGE>


         AGREEMENT OF LEASE, made as of this __ day of May, 2005, by and between
Treeline Mineola LLC, a New York limited liability company, as Landlord (the
"Landlord"), with its address c/o Treeline Management Corp., 200 Garden City
Plaza, Suite 325, Garden City, New York 11530, and 1-800 FLOWERS.COM, INC., a
Delaware corporation, with offices at 1600 Stewart Avenue, Westbury, New York
11590 (the "Tenant").

                              W I T N E S S E T H:

         The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, trustees, successors and
assigns, hereby covenant as follows:

                                    ARTICLE A
                                Lease Definitions

         In addition to other terms elsewhere defined in this Lease, the
Following terms whenever used in this Lease shall have the meanings set forth
below.

(1)      Building:  1 Old Country Road, Carle Place, New York 11514.
         --------

(2) Demised Premises: The Demised Premises shall consist of Suites 500, 110,
112, and LL08, which comprises approximately 74,773 rentable square feet (the
"Original Premises"); Suites 122 and 120, which comprise approximately 3,513
rentable square feet (the "First Expansion Space"); and Suite 300 which
comprises approximately 9,057 rentable square feet (the "Second Expansion
Space", and collectively with the First Expansion Space, the "Expansion Space").
Furthermore, Landlord shall lease to Tenant on the Commencement Date
approximately 5,085 rentable square feet of Storage Space in the Building,
consisting of Suites LL14, 470, 497 and 432. Tenant shall have the right to
lease from Landlord, as more fully set forth below, up to an additional 5,000
rentable square feet of Storage Space. Landlord represents that Suites 112, 120
and 122 are contiguous spaces. The Demised Premises may also from time to time
referred to herein as the "Premises". A copy of the approved space plan for each
of the suites comprising the Demised Premises (the "Plan") shall be prepared by
Landlord's architects and shall be incorporated herein as "Exhibit A" in an
addendum as soon as the same has been prepared and agreed upon by the parties
hereto.

Tenant shall, within seven (7) BUSINESS days from FULL execution AND DELIVERY of
this Lease, deliver to Landlord and Landlord's architect ("Architect") its
specifications with respect to the proposed Plan whereupon Landlord shall cause
the Architect to promptly prepare the proposed Plan. Tenant shall have UNTIL
JUNE 20, 2005 (TIME BEING OF THE ESSENCE) to review, revise and approve the
proposed Plan so that the same may be finalized and construction drawings
prepared for filing. In the event that Tenant is unable to approve the Plan
(Through no fault of landlord ITS AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS or the architect) BY june 20, 2005 (TIME BEING OF THE ESSENCE) it
shall be subject to the penalty set forth in Article 2.06.

(3) Commencement Date: Upon substantial completion of Landlord's Work and
obtaining all necessary written approvals ("Occupancy Approvals") in connection
with Landlord's Work (which shall in no event be deemed to include the Retail
Use Approvals, as defined in Section (9) below) from all municipal and
governmental agencies having jurisdiction for the property on which the Building
is situated (the "Property"), currently estimated to be September 1, 2005 for
the Original Premises and on or about June 1, 2006 for the Expansion Space.
Except as specifically set forth in Article 1.02 below, Fixed Annual Rent shall
commence for the Original Premises upon substantial completion of Landlord's
Work for said space. Landlord shall provide Tenant with ten (10) days written
notice of when it will have substantially completed the (i) Original Premises
and (ii) Expansion Space.
[NEED TO REINSERT INDEMNITY][NEED TO REINSERT COMMENCEMENT DATE MEMORANDUM]

(4) Expiration Date: Twelve (12) Years Six (6) Months after the Commencement
Date, currently estimated to be February 28, 2018. Notwithstanding the
foregoing, the Expiration Date for the Original Premises, the Storage Space and
the Expansion Space shall be co-terminus.

(5)      Term of Lease:  Twelve (12) Years Six (6) Months from the Commencement
Date for the Original Premises.
         -------------

(6) Fixed Annual Rent:

         (i) Any Space Above Lower Level: $24.50 per rentable square foot per
  annum in the first Lease Year, with an annual escalation of $0.75 per rentable
  square foot in each of Lease Years 2 through 7 (imposed on each anniversary of
  the Commencement Date for the applicable space) and an annual escalation of
  $1.00 per rentable square foot in each Lease Year from 8 through the remainder
  of the original term of the Lease (imposed on each anniversary of the
  Commencement Date for the applicable space).

          (ii) Any Space on Lower Level: $22.00 per rentable square foot per
annum in the first Lease Year, with an annual escalation of $0.75 per rentable
square foot in each of Lease Years 2 through 7 (imposed on each anniversary of
the Commencement Date for the applicable space) and an annual escalation of
$1.00 per rentable square foot in each Lease Year from 8 through the remainder
of the original term of the Lease (imposed on each anniversary of the
Commencement Date for the applicable space).

          (iii) Storage Space: $9.00 per rentable square foot per annum in the
first Lease Year, with an annual escalation of three percent (3%), imposed upon
each anniversary of the Commencement Date.

           (iv) "Lease Year" shall mean the twelve month period between the
Commencement Date and each succeeding anniversary thereof.

(7) Tenant's Proportionate Share: Tenant's proportionate share (calculated using
a total Building size of 314,614 rentable square feet) shall be as follows: (i)
upon delivery of the Original Space, 23.77% in total; upon delivery of the First
Expansion Space, 24.88% in total; and upon delivery of the Second Expansion
Space, 27.76% in total.

(8) Base Year: 2005-06 School Tax; 2006 Town Tax; Electric Base Year - Calendar
Year 2006. At no time shall Tenant be charged or held responsible to pay any
additional rent pertaining to Real Estate Taxes during the initial twelve months
of the Lease term.

(9) Permitted Use: General Business Offices (which shall include the use of the
Demised Premises as an internet and telephone call center provided that the same
does not in any way violate the Building's certificate of occupancy). Provided
Tenant, at its sole cost and expense, obtains all necessary approvals
(including, but not limited to any special use or variances that may be
necessary) from any and all applicable municipal and governmental agencies
having jurisdiction over the Property (the "Retail Use Approvals"), Landlord
consents to Tenant's use of a portion of the Demised Premises on the first floor
only for retail sales of flowers, plants, gourmet baskets, and other gifts and
products presently offered by Tenant or any of its Affiliates. Tenant's right to
use any of the Demised Premises for retail use shall be limited to Tenant and
shall at no time extend to any assignee of Tenant with the exception of any of
Tenant's Affiliates or in the case of a merger or acquisition of or by Tenant.
Tenant may however, sublet the retail space, subject to Landlord's right of
recapture as set forth in Article 11.04. The parties hereto acknowledge and
understand that at no time shall Landlord be responsible to obtain the Retail
Use Approvals, nor shall any delay in Tenant obtaining the same in any way
affect the Commencement Date.

(10) Broker(s): Real Estate Strategies, Ltd. and Treeline Leasing LLC.

(11) Security Deposit: None.

                                   ARTICLE 1.
                             DEMISED PREMISES; RENT

1.01. Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord,
the Demised Premises for the term to commence on the respective Commencement
Date and to end at 11:59 p.m. on the Expiration Date or until such term shall
sooner cease and terminate as hereinafter provided.

1.02. (a) Notwithstanding the Commencement Date set forth above, unless the
Original Premises and the Expansion Space are substantially completed and
delivered to Tenant on the first day of a given month, the Fixed Annual Rent for
the first month shall not be payable until the first day of the second calendar
month following the month in which the Landlord substantially completes
Landlord's Work and either (i) all necessary written Occupancy Approvals have
been obtained or (ii) Landlord indemnifies Tenant in accordance with Article A,
Section 3 (the "Rent Commencement Date"). By way of example, in the event the
Commencement Date is set for June 15, 2005, Fixed Annual Rent shall commence on
August 1, 2005 subject to the rent abatement, as set below, bringing the first
actual payment of Fixed Annual Rent to September 1, 2005; in the event the
Commencement Date is set for June 1, 2005, the Fixed Annual Rent shall commence
on July 1, 2005, subject to the rent abatement set forth below as set below,
bringing the first actual payment of Fixed Annual Rent to August 1, 2005.

         (b) From and after the Rent Commencement Date, subject to the rent
abatement set forth in Article 1.06 below, Tenant shall pay to Landlord the
Fixed Annual Rent as stated below in each period, said sum to be paid in advance
on the first of each and every calendar month in an amount equal to one-twelfth
thereof during the term of this Lease as follows:

                       [RENT SCHEDULES BEGIN ON NEXT PAGE]

<PAGE>



ORIGINAL PREMISES

Suite LL08            12,865 RSF        Proportionate Share:           4.09%
----------

  Lease                                  Total Fixed Annual           Monthly
   Year       From          To                Base Rent             Installment
   ----       ----          --      -         ---------             -----------
    1       9/1/2005    8/31/2006            $283,030.00            $23,585.83
    2       9/1/2006    8/31/2007            $292,678.75            $24,389.90
    3       9/1/2007    8/31/2008            $302,327.50            $25,193.96
    4       9/1/2008    8/31/2009            $311,976.25            $25,998.02
    5       9/1/2009    8/31/2010            $321,625.00            $26,802.08
    6       9/1/2010    8/31/2011            $331,273.75            $27,606.15
    7       9/1/2011    8/31/2012            $340,922.50            $28,410.21
    8       9/1/2012    8/31/2013            $353,787.50            $29,482.29
    9       9/1/2013    8/31/2014            $366,652.50            $30,554.38
    10      9/1/2014    8/31/2015            $379,517.50            $31,626.46
    11      9/1/2015    8/31/2016            $392,382.50            $32,698.54
    12      9/1/2016    8/31/2017            $405,247.50            $33,770.63
    13      9/1/2017    2/28/2018            $418,112.50            $34,842.71

Suite 110             2,084 RSF         Proportionate Share:           0.66%
---------

  Lease                                  Total Fixed Annual           Monthly
   Year       From          To                Base Rent             Installment
   ----       ----          --      -         ---------             -----------
    1       9/1/2005    8/31/2006            $51,058.00              $4,254.83
    2       9/1/2006    8/31/2007            $52,621.00              $4,385.08
    3       9/1/2007    8/31/2008            $54,184.00              $4,515.33
    4       9/1/2008    8/31/2009            $55,747.00              $4,645.58
    5       9/1/2009    8/31/2010            $56,760.00              $4,730.00
    6       9/1/2010    8/31/2011            $58,308.00              $4,859.00
    7       9/1/2011    8/31/2012            $59,856.00              $4,988.00
    8       9/1/2012    8/31/2013            $61,920.00              $5,160.00
    9       9/1/2013    8/31/2014            $63,984.00              $5,332.00
    10      9/1/2014    8/31/2015            $66,048.00              $5,504.00
    11      9/1/2015    8/31/2016            $68,112.00              $5,676.00
    12      9/1/2016    8/31/2017            $70,176.00              $5,848.00
    13      9/1/2017    2/28/2018            $72,240.00              $6,020.00

Suite 112             6,824 RSF         Proportionate Share:           2.17%
---------

  Lease                                  Total Fixed Annual           Monthly
   Year       From          To                Base Rent             Installment
   ----       ----          --      -         ---------             -----------
    1       9/1/2005    8/31/2006            $167,188.00            $13,932.33
    2       9/1/2006    8/31/2007            $172,306.00            $14,358.83
    3       9/1/2007    8/31/2008            $177,424.00            $14,785.33
    4       9/1/2008    8/31/2009            $182,542.00            $15,211.83
    5       9/1/2009    8/31/2010            $187,660.00            $15,638.33
    6       9/1/2010    8/31/2011            $192,778.00            $16,064.83
    7       9/1/2011    8/31/2012            $197,896.00            $16,491.33
    8       9/1/2012    8/31/2013            $204,720.00            $17,060.00
    9       9/1/2013    8/31/2014            $211,544.00            $17,628.67
    10      9/1/2014    8/31/2015            $218,368.00            $18,197.33
    11      9/1/2015    8/31/2016            $225,192.00            $18,766.00
    12      9/1/2016    8/31/2017            $232,016.00            $19,334.67
    13      9/1/2017    2/28/2018            $238,840.00            $19,903.33



<PAGE>



Suite 500             53,000 RSF        Proportionate Share:          16.85%
---------

  Lease                                  Total Fixed Annual           Monthly
   Year       From          To                Base Rent             Installment
   ----       ----          --      -         ---------             -----------
    1       9/1/2005    8/31/2006           $1,298,500.00           $108,208.33
    2       9/1/2006    8/31/2007           $1,338,250.00           $111,520.83
    3       9/1/2007    8/31/2008           $1,378,000.00           $114,833.33
    4       9/1/2008    8/31/2009           $1,417,750.00           $118,145.83
    5       9/1/2009    8/31/2010           $1,457,500.00           $121,458.33
    6       9/1/2010    8/31/2011           $1,497,250.00           $124,770.83
    7       9/1/2011    8/31/2012           $1,537,000.00           $128,083.33
    8       9/1/2012    8/31/2013           $1,590,000.00           $132,500.00
    9       9/1/2013    8/31/2014           $1,643,000.00           $136,916.67
    10      9/1/2014    8/31/2015           $1,696,000.00           $141,333.33
    11      9/1/2015    8/31/2016           $1,749,000.00           $145,750.00
    12      9/1/2016    8/31/2017           $1,802,000.00           $150,166.67
    13      9/1/2017    2/28/2018           $1,855,000.00           $154,583.33

FIRST EXPANSION SPACE

Suite 122             207 RSF           Proportionate Share:           0.07%
---------

  Lease                                  Total Fixed Annual           Monthly
   Year       From          To                Base Rent             Installment
   ----       ----          --      -         ---------             -----------
    1       9/1/2005    8/31/2006             $5,071.50               $422.63
    2       9/1/2006    8/31/2007             $5,226.75               $435.56
    3       9/1/2007    8/31/2008             $5,382.00               $448.50
    4       9/1/2008    8/31/2009             $5,537.25               $461.44
    5       9/1/2009    8/31/2010             $5,692.50               $474.38
    6       9/1/2010    8/31/2011             $5,847.75               $487.31
    7       9/1/2011    8/31/2012             $6,003.00               $500.25
    8       9/1/2012    8/31/2013             $6,210.00               $517.50
    9       9/1/2013    8/31/2014             $6,417.00               $534.75
    10      9/1/2014    8/31/2015             $6,624.00               $552.00
    11      9/1/2015    8/31/2016             $6,831.00               $569.25
    12      9/1/2016    8/31/2017             $7,038.00               $586.50
    13      9/1/2017    2/28/2018             $7,245.00               $603.75

Suite 120             3,306 RSF         Proportionate Share:           1.05%
---------

  Lease                                  Total Fixed Annual           Monthly
   Year       From          To                Base Rent             Installment
   ----       ----          --      -         ---------             -----------
    1       9/1/2005    8/31/2006            $80,997.00              $6,749.75
    2       9/1/2006    8/31/2007            $83,476.50              $6,956.38
    3       9/1/2007    8/31/2008            $85,956.00              $7,163.00
    4       9/1/2008    8/31/2009            $88,435.50              $7,369.63
    5       9/1/2009    8/31/2010            $90,915.00              $7,576.25
    6       9/1/2010    8/31/2011            $93,394.50              $7,782.88
    7       9/1/2011    8/31/2012            $95,874.00              $7,989.50
    8       9/1/2012    8/31/2013            $99,180.00              $8,265.00
    9       9/1/2013    8/31/2014            $102,486.00             $8,540.50
    10      9/1/2014    8/31/2015            $105,792.00             $8,816.00
    11      9/1/2015    8/31/2016            $109,098.00             $9,091.50
    12      9/1/2016    8/31/2017            $112,404.00             $9,367.00
    13      9/1/2017    2/28/2018            $115,710.00             $9,642.50



<PAGE>



SECOND EXPANSION SPACE  [REPLACE WITH CORRECT SCHEDULE]



















STORAGE SPACE

Suite LL14              1,471 RSF

   Lease                               Total Fixed Annual      Monthly
    Year        From         To             Base Rent        Installment
    ----        ----         --      -      ---------        -----------
      1       9/1/2005    8/31/2006        $13,239.00         $1,103.25
      2       9/1/2006    8/31/2007        $13,636.17         $1,136.35
      3       9/1/2007    8/31/2008        $14,045.26         $1,170.44
      4       9/1/2008    8/31/2009        $14,466.61         $1,205.55
      5       9/1/2009    8/31/2010        $14,900.61         $1,241.72
      6       9/1/2010    8/31/2011        $15,347.63         $1,278.97
      7       9/1/2011    8/31/2012        $15,808.06         $1,317.34
      8       9/1/2012    8/31/2013        $16,282.30         $1,356.86
      9       9/1/2013    8/31/2014        $16,770.77         $1,397.56
     10       9/1/2014    8/31/2015        $17,273.89         $1,439.49
     11       9/1/2015    8/31/2016        $17,792.11         $1,482.68
     12       9/1/2016    8/31/2017        $18,325.87         $1,527.16
     13       9/1/2017    2/28/2018        $18,875.65         $1,572.97

Suite 470               921 RSF
---------

   Lease                               Total Fixed Annual      Monthly
    Year        From         To             Base Rent        Installment
    ----        ----         --      -      ---------        -----------
      1       9/1/2005    8/31/2006        $8,289.00           $690.75
      2       9/1/2006    8/31/2007        $8,537.67           $711.47
      3       9/1/2007    8/31/2008        $8,793.80           $732.82
      4       9/1/2008    8/31/2009        $9,057.61           $754.80
      5       9/1/2009    8/31/2010        $9,329.34           $777.45
      6       9/1/2010    8/31/2011        $9,609.22           $800.77
      7       9/1/2011    8/31/2012        $9,897.50           $824.79
      8       9/1/2012    8/31/2013        $10,194.42          $849.54
      9       9/1/2013    8/31/2014        $10,500.26          $875.02
     10       9/1/2014    8/31/2015        $10,815.26          $901.27
     11       9/1/2015    8/31/2016        $11,139.72          $928.31
     12       9/1/2016    8/31/2017        $11,473.91          $956.16
     13       9/1/2017    2/28/2018        $11,818.13          $984.84


<PAGE>




Suite 497              1,400 RSF
---------

   Lease                            Total Fixed Annual     Monthly
    Year       From        To            Base Rent       Installment
    ----       ----        --     -      ---------       -----------
     1       9/1/2005  8/31/2006        $12,600.00        $1,050.00
     2       9/1/2006  8/31/2007        $12,978.00        $1,081.50
     3       9/1/2007  8/31/2008        $13,367.34        $1,113.95
     4       9/1/2008  8/31/2009        $13,768.36        $1,147.36
     5       9/1/2009  8/31/2010        $14,181.41        $1,181.78
     6       9/1/2010  8/31/2011        $14,606.85        $1,217.24
     7       9/1/2011  8/31/2012        $15,045.06        $1,253.75
     8       9/1/2012  8/31/2013        $15,496.41        $1,291.37
     9       9/1/2013  8/31/2014        $15,961.30        $1,330.11
     10      9/1/2014  8/31/2015        $16,440.14        $1,370.01
     11      9/1/2015  8/31/2016        $16,933.35        $1,411.11
     12      9/1/2016  8/31/2017        $17,441.35        $1,453.45
     13      9/1/2017  2/28/2018        $17,964.59        $1,497.05

Suite 432             1,293 RSF
---------

   Lease                            Total Fixed Annual     Monthly
    Year       From        To            Base Rent       Installment
    ----       ----        --     -      ---------       -----------
     1       9/1/2005  8/31/2006        $11,637.00         $969.75
     2       9/1/2006  8/31/2007        $11,986.11         $998.84
     3       9/1/2007  8/31/2008        $12,345.69        $1,028.81
     4       9/1/2008  8/31/2009        $12,716.06        $1,059.67
     5       9/1/2009  8/31/2010        $13,097.55        $1,091.46
     6       9/1/2010  8/31/2011        $13,490.47        $1,124.21
     7       9/1/2011  8/31/2012        $13,895.19        $1,157.93
     8       9/1/2012  8/31/2013        $14,312.04        $1,192.67
     9       9/1/2013  8/31/2014        $14,741.40        $1,228.45
     10      9/1/2014  8/31/2015        $15,183.65        $1,265.30
     11      9/1/2015  8/31/2016        $15,639.15        $1,303.26
     12      9/1/2016  8/31/2017        $16,108.33        $1,342.36
     13      9/1/2017  2/28/2018        $16,591.58        $1,382.63


The Commencement Dates reflected in the above charts may be modified in the
event that the Commencement Dates for the Original Premises, the Expansion Space
or the Storage Space differ from that stated in the above charts. Landlord and
Tenant shall execute a certificate ("Commencement Date Memorandum") confirming
(i) the actual Commencement Date and Expiration Date (subject to Tenant's
Renewal Option set forth in Article 41 hereof) for each of the spaces rented to
Tenant; (ii) the actual rentable square footage for each of the spaces rented to
Tenant; (iii) Tenant's Proportionate Share for each of the spaces rented to
Tenant; and the total Fixed Annual Rent for each such space. Said Commencement
Date Memorandum being jointly executed upon confirmation and delivery by
Landlord to Tenant of the applicable space.

(c) Tenant acknowledges that the Expansion Space, with the exception of Suite
122 (which is occupied by a month-to-month tenant) is presently occupied by
other tenants pursuant to valid leases in full force and effect. Landlord shall
use best efforts to cause such spaces to be vacated by the tenants in possession
of said spaces as soon as is reasonably practical after execution of this Lease.
Notwithstanding, Tenant shall accept possession of the Expansion Space on such
date as Landlord is able to deliver same to Tenant in the condition contemplated
by this Lease.

(d) Landlord shall, on the Commencement Date for the Original Premises, deliver
to Tenant the Storage Space. The Storage Space shall initially consist of
approximately 5,085 rentable square feet of space. Tenant shall have the right
to lease from Landlord during the term of this Lease up to an additional 5,000
rentable square feet of storage space in the basement of the Building.
Notwithstanding anything to the contrary herein contained, Landlord may, at any
time and in Landlord's sole discretion, relocate all or any portion of the
Storage Space to an alternative location within the Building upon ten (10) days
prior written notice to Tenant; provided, however, that the replacement Storage
Space provided by Landlord contains approximately the same rentable square
footage as the Storage Space Landlord is requiring Tenant to vacate. Landlord
shall bear all reasonable and actual costs of relocating Tenant's Storage Space.

(e) The parties hereto acknowledge that the Fixed Annual Rent due for the
Demised Premises is an aggregate of all of the rent schedules and nothing herein
shall in any manner be construed as to separate the Demised Premises or the
obligations set forth herein it being understood and agreed by the purpose of
the separate rent schedules is for convenience purposes only as there is a
possibility that the commencement date may not be the same for each of the
suites.

(f) The parties hereto acknowledge that the term of the Lease shall be
co-terminus for all of the Demised Premises. As such, the term for the Expansion
Space shall terminate on the same date as the term for the Original Space.

1.03. (a) Intentionally Omitted.

         (b) All sums (other than Fixed Annual Rent) payable hereunder shall be
deemed additional rent, and together with Fixed Annual Rent shall be payable
without setoff or deduction whatsoever, except as may be occasioned by the
occurrence of any event permitting a deduction from or abatement of rent as
specifically set forth in Articles 10 and 14. It is expressly understood and
agreed that the Base Electric Charge (as hereinafter defined) that is due
hereunder are part of the additional rent due and owing and Tenant's failure to
pay same as and when due shall be a material default hereunder. Fixed Annual
Rent and additional rent shall be paid in lawful money of the United States by
electric funds transfer ("EFT"), or by good and sufficient check (subject to
collection) drawn to Landlord's order on a bank which is a member of the New
York Clearinghouse Association or a successor thereto or by money order. Said
checks shall be sent to Landlord at the office of Landlord's Managing Agent,
Treeline Management Corp., P.O. Box 341, Carle Place, New York 11514 or to such
other party or parties and/or at such other address(es) as Landlord shall
designate by written notice to Tenant.

1.04. If Tenant shall fail to pay any installment of Fixed Annual Rent or any
payment of additional rent for a period of five (5) days after such installment
or payment shall have become due, Tenant shall pay a late charge to Landlord of
$350.00 plus interest at the Interest Rate (as such term is defined in Article
33 hereof), from the date when such installment or payment shall have become due
to the date of the payment thereof, and such interest shall be deemed additional
rent.

1.05. Tenant shall have twenty four (24) hour a day, seven (7) day a week access
to, and use of the Demised Premises, the Building, and the Property (with the
exception of the gated parking area in which access will only be available until
on Business Days, Monday through Friday from 7:00 A.M. to 9:00 P.M.), which
access shall be by passcard access after business hours and on days other than
Business Days. Notwithstanding the foregoing, Landlord shall provide Tenant with
up to twelve (12) gated and marked parking spaces on the upper level of the
parking garage, as to which Tenant will have access twenty four (24) hours a
day, seven (7) days a week, via passcard access. Landlord shall provide Tenant
with five (5) passcards per each 1,000 rentable square feet of space being
leased by Tenant upon commencement of the Lease Term. Additional passcards (at
the same ratio) will be delivered to Tenant upon the commencement of the Lease
term for the Expansion Space. Tenant shall have the right to fifty (50)
replacement cards per year at no cost to Tenant. In addition, Tenant shall have
the right to additional passcards (at the same ratio of five (5) passcards per
each 1,000 rentable square feet of space being leased) in the event it exercises
its right of first offer as set forth in Article 42 herein. Subject to the above
rights, if Tenant shall require replacement of any passcard issued to it, Tenant
shall pay to Landlord as additional rent a charge of $50.00 per passcard
requiring replacement. Tenant shall surrender to Landlord all passcards issued
to it upon the expiration or earlier termination of this Lease. Landlord shall
have no liability to Tenant in the event that the passcard access system
malfunctions and Tenant cannot gain access to the Demised Premises and the
Building after business hours or on days other than business days; provided,
however, that Landlord agrees to regularly service and maintain the passcard
access system in good working order and shall promptly repair the passcard
access system as soon as is reasonably practical after receipt of written or
oral notice that same has malfunctioned.

1.06. Tenant shall be entitled to an abatement of Fixed Annual Rent for the
first month of the initial term of this Lease as to the Original Space and the
Expansion Space. Said free rent period shall consist of the first full calendar
month after the Commencement Date of the term of this Lease for the applicable
space.

                                   ARTICLE 2.
                              CONDITION OF PREMISES

2.01. Landlord, at Landlord's sole cost and expense, shall perform the work in
and to the Demised Premises described in Exhibit B annexed to this Lease (the
"Workletter"). Tenant acknowledges that the Workletter represents the agreement
of Landlord and Tenant concerning all work to be performed by Landlord in the
Demised Premises and that any work not specifically delineated in the Workletter
shall not be performed by Landlord. Landlord reserves the right to make such
changes and/or substitutions in the Workletter as may be required by any
governmental agency having jurisdiction over the Demised Premises or as may be
required by site conditions, subject to Tenant's written approval, which
approval shall not be unreasonably withheld or delayed. All of the facilities,
materials and work to be furnished, installed and performed by Landlord in the
Demised Premises pursuant to the Workletter are referred to herein as
"Landlord's Work". Any upgrades or additional work not included in the
Workletter and any amendments or addendums thereto, that Tenant requests
Landlord to perform shall not be deemed a portion of Landlord's Work and may be
performed by Landlord after payment by Tenant of the cost of such upgrades or
additional work in cash, electronic funds transfer ("EFT") or by check, as
directed by Landlord; it is expressly understood and agreed that Landlord shall
have no obligation whatsoever to perform any such additional work, except as
stated expressly in the Workletter and any amendments or addendums thereto,
unless the same is required for the issuance of the certificate of occupancy for
the Original Premises and for the Expansion Space, as the same is applicable.
Attached hereto as Exhibit "T" is a list of Tenant's requested upgrades or
additional work that Landlord has agreed as of the date hereof to perform.
Landlord shall not be obligated to accept any additional requests from Tenant
for additional work in the Demised Premises except as set forth on Exhibit "T".

2.02. Landlord's Work for the Original Premises and/or the Expansion Space shall
be deemed to have been substantially completed notwithstanding that minor or
insubstantial details of construction, decoration or mechanical adjustment
and/or minor "punch list" items remain to be performed, provided that (x) any
and all required life safety systems (as hereinafter defined) in connection with
the issuance of certificate of occupancy for the respective space are installed
and properly functioning; (y) the aggregate cost of the "punch list" items for
the Original Premises does not exceed One Hundred and Forty Thousand ($140,000)
Dollars and the aggregate cost of the "punch list" items for the Expansion Space
does not exceed Forty Thousand ($40,000) Dollars; and (z) the Original Premises
or Expansion Space, as the same is applicable, are accessible and reasonably
usable for the conduct of Tenant's business. Landlord shall provide Tenant with
ten (10) days prior written notice of when it will have substantially completed
the (i) Original Premises and (ii) the Expansion Space.. If Landlord shall be
delayed in substantially completing Landlord's Work as a direct result of any
act, neglect, failure or omission of Tenant, its agents, servants, employees,
contractors, or subcontractors such delay shall be deemed a "Tenant Delay". A
Tenant Delay shall include, without limitation, the following items:

(i) Tenant's failure to supply necessary information requested by Landlord
necessary to substantially complete the Demised Premises after written request
by Landlord; or

(ii) Tenant's untimely request for materials, finishes or installations other
than as set forth in the Workletter which are not readily available at the time
Landlord is ready to install same or are not consistent with the Workletter or
the Tenant Upgrades; or (iii) Tenant's changes in drawings, plans or
specifications for Landlord's Work in the Demised Premises pursuant to the
Workletter which would require Landlord to either refile or amend its filings
with the Building Department.

2.03. Tenant shall pay to Landlord a sum equal to any reasonable additional cost
to Landlord (i.e., the total cost incurred by Landlord for labor, materials and
engineering in excess of the aggregate costs which Landlord would have incurred
to complete Landlord's Work if there had been no Tenant Delay) in completing
Landlord's Work resulting from any Tenant Delay. Any such sums shall be paid to
Landlord within thirty (30) days after Tenant receives Landlord's invoices
therefor. Such costs shall be collectible in the same manner as additional rent
whether or not the term of this Lease shall have commenced, and in default of
payment thereof, Landlord shall (in addition to all other remedies) have the
same rights as in the event of default of payment of Fixed Annual Rent.

2.04. If the occurrence of the Commencement Date shall be delayed by direct
result of any Tenant Delay, the Commencement Date shall be accelerated by the
number of days of such Tenant Delay.

2.05. Tenant, by entering into possession of the Original Premises and/or the
Expansion Space for the conduct of its business, shall be deemed to have
conclusively agreed that Landlord has performed all of its obligations hereunder
solely with respect to Landlord's Work with respect to applicable space, and
that the Original Premises and/or the Expansion Space are in satisfactory
condition as of the date of such possession, except for latent defects and items
remaining to be performed by Landlord pursuant to Section 2.01 above and subject
to the one (1) year warranty given to Tenant by Landlord as set forth in Article
7.

2.06. Notwithstanding anything to the contrary contained herein, (a) if Tenant
provides Landlord with an approved Plan for the Original Premises by June 20,
2005 (TIME BEING OF THE ESSENCE), and Landlord fails to deliver possession to
Tenant of the Original Premises in the condition required by this Lease by (i)
October 15, 2005, Tenant shall be entitled to a rent abatement equal to one (1)
day of Fixed Annual Rent for the Original Premises for each day thereafter that
Landlord fails to so deliver the Original Premises to Tenant, or (ii) November
1, 2005, Tenant shall be entitled to a rent abatement equal to two (2) days of
Fixed Annual Rent for the Original Premises for each day thereafter that
Landlord fails to so deliver the Original Premises to Tenant; or (b) if Tenant
fails to deliver to Landlord an approved Plan for the Original Premises by June
20, 2005, (i) Landlord's time to complete the Original Space shall be extended
for two (2) days for each day that Tenant fails to so deliver the approved Plan
to Landlord, and (ii) Tenant shall forfeit one (1) day of Holdover Rent (as
defined in Article 44) for each day after June 20, 2005 that Tenant fails to so
deliver the approved Plan to Landlord.

                                   ARTICLE 3.
                                    CAFETERIA

3.01. The parties hereto acknowledge that there is currently a cafeteria in the
Building (the "Cafeteria") pursuant to a lease (the "Cafeteria Lease") with
Landlord (the "Cafeteria Tenant"). Landlord shall notify Tenant in the event the
Cafeteria Tenant is unable to meet its obligations pursuant to its lease and
vacates the Cafeteria whereupon Landlord and Tenant shall each endeavor to find
a new cafeteria operator for the Cafeteria. The business terms for the new
cafeteria operator shall be based upon the same material terms (i.e. the same
rental charge per annum with similar annual escalations for any period remaining
in the term of the Cafeteria Lease, regardless of whether the lease with the
prospective cafeteria operator is for the remaining term of the Cafeteria Lease
or for an extended term) as the Cafeteria Lease. At no time shall this Article
be deemed to require Landlord to accept a cafeteria operator which Landlord does
not wish to accept as a tenant in the Building, however Landlord's acceptance of
the cafeteria operator shall not be unreasonably withheld, conditioned or
delayed. In the event Landlord does not accept the cafeteria operator chosen by
Tenant, Landlord shall notify Tenant of the same and Landlord's reasons for its
refusal to accept said cafeteria operator.
                                   ARTICLE 4.
                           REAL ESTATE TAX ESCALATION

4.01. For the purposes of this Article 4, the following definitions shall apply:

                  (a) The term "Base Tax" shall mean the Taxes payable for the
         Base Year, net of any special assessments and as finally determined. If
         the Base Tax subsequently shall be adjusted, corrected or reduced
         whether as the result of protest, by means of agreement or as the
         result of legal proceedings, the Base Tax for the purpose of computing
         any additional rent payable pursuant to this Article shall be the Base
         Tax as so adjusted, corrected or reduced. Until the Base Tax is so
         adjusted, corrected or reduced, if ever, Tenant shall pay additional
         rent hereunder based upon the unadjusted, uncorrected or unreduced Base
         Tax and upon such adjustment, correction or reduction occurring, any
         additional rent payable by Tenant prior to the date of such occurrence
         shall be recomputed and Tenant shall pay to Landlord any additional
         rent found due by such recomputation within ten days after being billed
         therefor (which bill shall set forth in reasonable detail the pertinent
         date causing and comprising such recomputation).

                  (b) The term "Taxes" shall mean all fully assessed real estate
         taxes, assessments or any other governmental charge, general or
         special, ordinary or extraordinary, unforeseen as well as foreseen, of
         any kind or nature whatsoever, that are or may be assessed, levied or
         imposed upon all or any part of the land (hereinafter referred to as
         the "Land") on which the Building is situated, the Building and
         sidewalks or streets in front of or adjacent thereto imposed by
         Federal, State or local government (but excluding any income,
         franchise, corporate, estate, inheritance, succession, capital stock,
         transfer or mortgage recording tax, unless same shall be in
         substitution for or in lieu of a real estate tax assessment) and any
         and all personal property taxes imposed upon the fixtures, machinery,
         equipment, apparatus, systems and appurtenances in, upon or used in
         connection with the Building and Land for operation thereof; it being
         expressly understood and agreed that it is the intention of the parties
         for the term "Taxes" to have the broadest possible meaning and not to
         be limited by the foregoing description. If, due to a future change in
         the method of taxation or in the taxing authority, a new or additional
         tax or assessment is imposed against Landlord, and/or the Land and/or
         the Building, and/or the sidewalks or streets in front of or adjacent
         thereto or the rents or income therefrom, in addition to, or in
         substitution in whole or in part for any tax which would constitute
         "Taxes", or in lieu of additional Taxes, such tax or imposition shall
         be deemed for the purposes hereof to be included within the term
         "Taxes".

                  (c) The term "Tax Year" shall mean each calendar year in which
         occurs any part of the term of this Lease or such other period of
         twelve (12) months occurring during the term of this Lease as hereafter
         may be duly adopted as the fiscal year for real estate tax purposes of
         the taxing authorities.

                  (d) The term "Escalation Statement" shall mean a statement
         setting forth the amount payable by Tenant for a specified Tax Year
         pursuant to this Article 4.

4.02. (a) Tenant shall pay as additional rent for each Tax Year a sum ("Tenant's
Tax Payment") equal to Tenant's Proportionate Share of the amount by which the
Taxes for such Tax Year exceed the Base Tax. Tenant's Tax Payment for each Tax
Year shall be due and payable in twelve equal monthly installments, in advance,
on the first day of each month during the Tax Year, based upon the Escalation
Statement furnished prior to the commencement of such Tax Year, until such time
as a new Escalation Statement for a subsequent Tax Year shall become effective.
If an Escalation Statement is furnished to Tenant after the commencement of the
Tax Year in respect of which such Escalation Statement is rendered, Tenant
shall, within thirty (30) days thereafter, pay to Landlord an amount equal to
the amount of any underpayment of Tenant's Tax Payment with respect to such Tax
Year and, in the event of any overpayment, Landlord shall permit Tenant to
credit against subsequent payments under this Section 4.02 the amount of
Tenant's overpayment, or if the Lease has expired or terminated, provided there
are no outstanding amounts due to Landlord, promptly reimburse said overpayment
to Tenant. If there shall be any increase in Taxes for any Tax Year, whether
during or after such Tax Year, Landlord shall furnish a revised Escalation
Statement for such Tax Year, and Tenant's Tax Payment for such Tax Year shall be
adjusted and paid substantially in the same manner as provided in the preceding
sentence. If during the term of this Lease, Taxes are required to be paid
(either to the appropriate taxing authorities or as tax escrow payments to a
superior mortgagee) in full or in other installments, on any other date or dates
than as presently required, then at Landlord's option, Tenant's Tax Payments
shall be correspondingly accelerated or revised so that said Tenant's Tax
Payments are due to the taxing authorities or the superior mortgagee. Provided
Tenant has timely paid the Taxes due hereunder to Landlord, Tenant shall not be
liable for the payment of any interest or penalties associated with the late or
partial payment of such Taxes by Landlord to any federal, state or local
government or agency.

                  (b) If the real estate tax fiscal year of any taxing authority
shall be changed during the term of this Lease, any Taxes for such fiscal year,
a part of which is included within a particular Tax Year and a part of which is
not so included, shall be apportioned on the basis of the number of days in such
fiscal year included in the particular Tax Year for the purpose of making the
computations under this Section 4.02.

                  (c) If the Taxes for any Tax Year for which Tenant shall have
paid additional rent pursuant to this Article shall be adjusted, corrected or
reduced whether as the result of protest of any tentative assessment, or by
means of agreement, or as the result of legal proceedings, the additional rent
becoming due in said Tax Year pursuant to this Article shall be determined on
the basis of said corrected, adjusted or reduced Taxes. If Tenant shall have
paid any additional rent pursuant to this Article for such Tax Year prior to any
said adjustment, Landlord shall credit or refund to Tenant any excess amount
thus paid as reflected by said adjusted Taxes, less Tenant's Proportionate Share
of any cost, expense or fees (including reasonable experts' and reasonable
attorneys' fees ) incurred by Landlord in obtaining said tax adjustment. If said
tax adjustment shall occur prior to Tenant's payment of any of said Taxes due
hereunder as additional rent, Tenant shall pay, as additional rent, Tenant's
Proportionate Share of any cost, expenses or fees (including reasonable experts'
and reasonable attorneys' fees ) incurred by Landlord in obtaining said tax
adjustment.

4.03. In the event that the Commencement Date shall be other than the first day
of a Tax Year or the date of the expiration or other termination of this Lease
shall be a day other than the last day of a Tax Year, then, in applying the
provisions of this Article 4 with respect to any Tax Year in which such event
shall have occurred, appropriate adjustments shall be made to reflect the
occurrence of such event on the basis of the portion of such Tax Year that shall
have elapsed after the term hereof commences in the case of the Commencement
Date, and prior to the date of such expiration or termination in the case of the
Expiration Date or other termination.

4.04. Payments shall be made pursuant to this Article 4 notwithstanding the fact
that an Escalation Statement is furnished to Tenant after the expiration of the
term of this Lease. In no event shall the Fixed Annual Rent be reduced by the
operation of this Article 4. The rights and obligations of Landlord and Tenant
under the provisions of this Article 4 with respect to any additional rent shall
survive the expiration or other termination of this Lease.

4.05. Landlord's failure to render an Escalation Statement with respect to any
Tax Year shall not prejudice Landlord's right thereafter to render an Escalation
Statement with respect thereto or with respect to any subsequent Tax Year,
provided said Escalation Statement does not relate to any Tax Year more than
thirty six (36) months from the date the Escalation Statement should have been
presented to Tenant.

4.06. Each Escalation Statement shall be conclusive and binding upon Tenant
unless within the later of thirty (30) days after receipt of such Escalation
Statement and ten (10) days from Tenant's receipt of the Tax Records, as defined
below. At Tenant's request Landlord shall provide Tenant with evidence
supporting the tax amount, either with a complete copy of the tax bill or such
other evidence as is in Landlord's possession ("Tax Records"). Tenant shall
notify Landlord that it disputes the correctness of such Escalation Statement
and shall state the basis upon which Tenant believes in good faith that same is
incorrect. Pending the determination of such dispute, Tenant shall pay all
amounts due pursuant to the Escalation Statement in dispute, without prejudice
to Tenant's position, however, such payment shall in no way prejudice Tenant's
right to dispute said payment.

4.07. If Tenant shall fail to pay any amounts due pursuant to this Article as
and when due, the terms of Section 1.04 hereof shall apply and Landlord shall be
entitled to impose late charges and interest in accordance with the terms of
that Section.

4.07. 4.08. In the event Tenant applies for and receives a reduction and/or an
abatement of the Taxes as part of any economic incentive program directly due to
Tenant's use or occupancy of the Building or directly due to its conducting its
business operations in the state, county or local municipality and Tenant can
provide Landlord with evidence of the same, Tenant shall receive a credit
against its proportionate share of Taxes owed to Landlord in an amount equal to
such reduction and/or abatement upon Landlord's receipt of said reduction and/or
abatement. Landlord shall cooperate with Tenant in connection with Tenant's
application for such economic development incentives pursuant to Article 47.02
herein but in no event shall Landlord be required to execute any documentation
which would in any manner materially adversely affect Landlord, the Property or
the Building. Tenant shall reimburse Landlord for any and all reasonable costs
incurred by Landlord (including but not limited to reasonable attorneys' fees)
in connection with the application.

4.09. Notwithstanding anything to the contrary herein contained, Tenant shall
not be charged any additional rent pertaining to Real Estate Taxes during the
initial twelve months of the initial term of this Lease.
                                   ARTICLE 5.
                                       USE

5.01. The Demised Premises shall be used by Tenant solely as and for the
Permitted Use and for no other purpose. No sublease, assignment or other
transfer of any of Tenant's rights hereunder shall be inconsistent with the
Permitted Use, absent Landlord's consent which shall not be unreasonably
withheld, conditioned or delayed. In no event shall Landlord be required to
consent to a change in the Permitted Use that, in Landlord's reasonable
judgment, is inconsistent with the Building's status as a Class A office
building in Nassau County, New York.

5.02. Tenant shall not use or permit the use of the Demised Premises or any part
thereof in any way that would violate the Permitted Use or any of the covenants,
agreements, terms, provisions and conditions of this Lease or for any unlawful
purpose or in any unlawful manner or in violation of the Certificate of
Occupancy for the Demised Premises or the Building, and Tenant shall not suffer
or permit the Demised Premises or any part thereof to be used in any manner, or
anything to be done therein or anything to be brought into or kept therein,
that, in the reasonable judgment of Landlord, in any way impairs or tends to
impair the character, reputation or appearance of the Building as a high quality
office building, impairs or interferes with, or tends to impair or interfere
with, any of the Building services or the proper and economic heating, cleaning,
air-conditioning, ventilating or other servicing of the Building or the Demised
Premises, or impairs or interferes with, or tends to impair or interfere with,
the use of any of the other areas of the Building by, or occasions material
discomfort, inconvenience or annoyance of, any other tenants or occupants of the
Building, or increases, or tends to increase, Landlord's costs of operating the
Building. Tenant shall not install any electrical or other equipment of any kind
that, on the reasonable judgment of Landlord, might cause any such impairment,
interference, discomfort, inconvenience or annoyance. Upon ten (10) days written
notice to Tenant (except in the case which Landlord, in its reasonable
discretion, deems a bona fide emergency, in which case no notice is required)
Landlord shall be permitted to take such "peaceable" actions as Landlord
reasonably deems necessary to obtain Tenant's compliance with this Section
including, without limitation, removal at Tenant's sole cost and expense of any
installations of Tenant that violate the terms of this Section in Landlord's
judgment.

5.03. Landlord shall at all times comply with all applicable federal, state and
local laws with respect to the Building and the Property. If any governmental
license or permit, other than a Certificate of Occupancy for the Building, shall
be required for the proper and lawful conduct of Tenant's business in the
Demised Premises or any part thereof, Tenant at its expense shall procure and
maintain and comply with the terms and conditions of such license or permit and
submit the same to Landlord for inspection.

                                   ARTICLE 6.
                          ALTERATIONS AND INSTALLATIONS

6.01. Tenant shall make no alterations, installations, additions or improvements
in or to the Demised Premises without Landlord's prior written consent and then
only by contractors or mechanics first approved by Landlord, which consent and
approval may be withheld in Landlord's reasonable discretion. Landlord's
approval shall not be construed as a representation, warranty or statement by
Landlord that any work to be performed by Tenant in the Demised Premises is in
compliance with applicable law or is otherwise properly designed or efficacious
for Tenant's intended purpose. All work, alterations, installations, additions
and improvements shall be done at Tenant's sole expense and at such times and in
such manner as Landlord may from time to time designate in Landlord's sole
discretion, shall be done in a good and workmanlike manner, and shall be
effected in compliance with all applicable laws, ordinances, rules and
regulations, including, without limitation, the Americans with Disabilities Act.
Landlord may impose such conditions in addition to those expressly provided in
this Lease as to guaranty of completion and payment, or otherwise, as Landlord
may consider necessary in its sole and absolute discretion.

Notwithstanding anything herein to the contrary, provided Tenant is not in
default under the terms of this Lease beyond any applicable notice and cure
period, Tenant may, without notice or consent of Landlord perform Cosmetic
Alterations (as hereinafter defined below) to the interior of the Demised
Premises provided that (i)Tenant shall, at all times comply with the Building
Rules and Regulations as well as any requirements that are, or may at some
future date, be set by Landlord's insurance carrier; (ii) Tenant shall deliver
such items as are required herein pursuant this Article 6 of the Lease,
including but limited to all insurance requirements set forth herein; (iii) at
no time shall the alterations be performed in a manner which may in any way
either unreasonably disturb other tenants in the Building or unreasonably
disturb the normal operations of the Building; (iv) the alteration must be
performed in a workmanlike manner and shall be performed and completed in
accordance with any and all federal, state and local laws and regulations; and
(v) the cost of said Cosmetic Alterations at no time, in the aggregate, exceeds
One Hundred and Eighty Thousand ($180,000.00) Dollars. For purposes of this
provision "Cosmetic Alterations" shall be deemed to mean alterations solely
cosmetic in nature (i.e. re-painting, replacement of floor covering; change of
ceiling tiles change of decorative fixtures or furniture) which do not, at any
time, require filing with the Building Department.

6.02. Any work, alterations, installations, additions or improvements in or to
the Demised Premises shall be effected solely in accordance with plans and
specifications first approved in writing by Landlord unless such items are
Cosmetic Alterations and meet the conditions hereinbefore set forth. Such plans
and specifications shall be prepared at Tenant's sole cost and expense by a
professional registered architect and shall be complete, finished detailed
architectural drawings and specifications for the work to be done. Tenant shall
reimburse Landlord promptly upon demand for any reasonable third party costs and
expenses incurred by Landlord in connection with Landlord's review of such
Tenant's plans and specifications.

6.03. Any approved alterations, installations, additions and improvements to the
Demised Premises shall be performed in accordance with the foregoing Sections
and the following provisions:

                  (a) Tenant shall furnish to Landlord copies of all
         governmental permits and authorizations that are required in connection
         with such work. All such governmental permits and authorizations shall
         be obtained by Tenant at its sole cost and expense and Tenant shall pay
         the cost of filing Tenant's plans and specifications with appropriate
         governmental authorities in such form as Landlord has agreed to in its
         reasonable discretion. Tenant shall also obtain all required sign-offs
         of any permits applied for by Tenant. If Tenant fails to do so,
         Landlord may, upon thirty (30) days written notice, do so at Tenant's
         sole cost and expense and may charge Tenant as additional rent to be
         paid immediately Landlord's actual costs associated with obtaining such
         sign-offs.

         Notwithstanding anything herein to the contrary, the thirty (30) day
         written notice set forth above shall be reduced to ten (10) days
         written notice in the event that Tenant's failure to obtain the
         required sign-offs shall cause a delay in Landlord's ability to close
         on either the sale or refinancing of the Building or in any way creates
         a default under the terms of Landlord's then existing financing.

                  (b) All work to be performed by Tenant shall be done in a
         manner that will not unreasonably interfere with or disturb other
         tenants or occupants of the Building.

                  (c) Prior to commencement of any work, Tenant shall furnish to
         Landlord certificates evidencing the existence of (i) workers'
         compensation insurance covering all persons employed for such work; and
         (ii) comprehensive general liability (including contractual liability)
         and property damage insurance from an insurance company or companies
         acceptable to Landlord in its reasonable discretion, naming Landlord,
         its designees and Tenant as insured, with coverage of at least
         $3,000,000 per occurrence for bodily or personal injury (including
         death) and $1,000,000 in respect of property damage, or in such higher
         amounts as Landlord may reasonably require. Such insurance shall be
         maintained at all times during the performance of the work and shall
         not be cancelable except on 30 days' prior written notice to Landlord.

6.04. Tenant shall cause to be removed and discharged of record, at Tenant's
sole cost and expense, any mechanic's lien or other similar lien filed, or
attaching by operation of law, against the Demised Premises or the Building for
work claimed to have been done for, or materials claimed to have been furnished
to, Tenant by payment or filing of any bond required by law or otherwise, within
thirty (30) days after Tenant's notice of any such filing or attachment of any
such lien, whether by Landlord or otherwise.

6.05. Except for Tenant's trade fixtures, equipment and improvements all
fixtures, improvements, alterations, installations, additions, paneling,
partitions, doors, railings and like installations installed in the Demised
Premises at any time, either by Tenant or by Landlord or others on Tenant's
behalf and whether installed or purchased at Landlord's or Tenant's expense
(collectively, the "Leasehold Improvements") shall become the property of
Landlord upon installation. The Leasehold Improvements shall remain upon, and
shall be surrendered with, the Demised Premises. At no time shall the any high
density file systems or the like, signage installed by Tenant pursuant to
Article 38 herein, nor the Satellite Equipment installed by Tenant pursuant to
Article 37 herein be deemed to be the property of Landlord it being expressly
understood and agreed that the same will be removed by Tenant, at its sole cost
and expense upon the expiration or earlier termination of this Lease. 6.06.
Where furnished by or at the expense of Tenant, all furniture, furnishings and
trade fixtures, and any other movable property shall remain the property of
Tenant and Tenant shall remove all of such property at any time prior to the
expiration or other termination of the term of this Lease.

6.07. If any alterations, installations, additions, improvements or other
property that Tenant is required to remove (unless otherwise agreed to by
Landlord)as provided in this Lease are not removed on or prior to the expiration
or sooner termination of the term of this Lease Landlord shall have the right to
remove such property and to dispose of the same without accountability to Tenant
and at the sole cost and expense of Tenant. In case of any damage to the Demised
Premises or the Building resulting from the removal of such property (whether
such removal is performed by Landlord due to Tenant's failure to do so as
required by the terms of this Lease, or by Tenant), Tenant shall repair such
damage or, in default thereof, shall reimburse Landlord for Landlord's actual
costs in repairing such damage. Tenant's obligations under this Section 6.07 and
under Sections 6.05 and 6.06 shall survive the expiration or other termination
of this Lease.
                                   ARTICLE 7.
                                     REPAIRS

7.01. Landlord, at its sole cost and expense, shall maintain and repair, as
necessary, the Life Safety System, roof, roof membrane and any interior ceiling
damage due to roof leaks, the Building mechanical systems, the electrical system
serving and/or in the Demised Premises, the structural components of the
Building including the structural components in the Demised Premises, the common
areas, the parking lot, the landscaping as well as all HVAC servicing and/or in
the Demised Premises (with the exception of the supplemental HVAC units
servicing and/or in Tenant's computer room [approximately 2,000 rsf] and the
Tenant's 24 hour call center area] in the Demised Premises (the "Supplemental
Units"), which Supplemental Units shall, after the first Lease Year, be
maintained at Tenant's sole cost and expense, the electric, the plumbing and any
sprinkler system (if the same is installed in the Demised Premises) in and
servicing the Demised Premises and the Building (collectively, the "Building
Systems"). Notwithstanding the foregoing, Landlord shall, at its sole cost and
expense, (i) for a period of one (1) year from the applicable Commencement Date,
repair the Original Premises and the Expansion Space, including, without
limitation the Supplemental Units (which shall, at all times, be maintained by
Tenant but shall be repaired by Landlord for the first year of the Lease term),
and the bathroom and plumbing fixtures and appurtenances in the Demised
Premises; and (ii) at all times throughout the term of this Lease repair the
supplemental air conditioning and ventilation units and the electric baseboard
heating installed in the President's office and the CEO's office, as indicated
on the Plan. Subsequent to the one year period, with the exception of the
Building Systems, Tenant shall, at its sole cost and expense, take good care of
the Demised Premises and the fixtures and appurtenances therein) and make all
non-structural repairs thereto as and when needed to preserve them in good
working order and condition, notwithstanding whether the repair in question is
ordinary or extraordinary, foreseen or unforeseen. All damage or injury to the
Building, the Property and/or the Demised Premises and to any Structural or
Non-Structural portions of the Building, the fixtures, appurtenances and
equipment caused by Tenant moving property in or out of the Building, or by the
installation or removal of furniture, fixtures or other property, or from any
other cause of any other kind or nature whatsoever due to carelessness,
omission, neglect, improper conduct or other cause on the part of Tenant, its
servants, employees, agents, visitors, invitees or licensees, shall be repaired,
restored or replaced promptly at Tenant's sole cost and expense to the
reasonable satisfaction of Landlord. All such repairs, restorations and
replacements made by Tenant shall be in quality and class equal to the original
work or installations that were damaged by Tenant. If Tenant fails to make such
repairs, restoration or replacements within a commercially reasonable time
period, but in no event more than ten (10) days, upon written notice to Tenant,
the same may be made by Landlord at the sole cost and expense of Tenant and such
expenses shall be collectible as additional rent and shall be paid by Tenant
within thirty (30) days after rendition by Landlord of a bill therefor.

7.02. Tenant shall not, without prior written consent of Landlord, install a
high density file system or any similar equipment or fixture of similar weight
and density. without Landlord's consent, which consent shall not be unreasonably
withheld, conditioned or delayed.

7.03. There shall be no allowance to Tenant for a diminution of rental value and
no liability on the part of Landlord by reason of any inconvenience, annoyance
or injury to Tenant's business arising from the making of any repairs,
alterations, additions, improvements in or to any portion of the Building or the
Demised Premises or in or to fixtures, appurtenances or equipment thereof by
Landlord, Tenant or any other tenant or other third party. Landlord shall
exercise ordinary diligence in performing work in the Building so as to minimize
interference with Tenant's business operations, if possible, but shall not be
required to perform any work on an overtime or premium pay basis to avoid,
reduce or minimize any such interference.

Notwithstanding anything herein to the contrary, Landlord shall act
expeditiously to repair conditions in the Building that would potentially
interfere with Tenant's normal operations in the Demised Premises so that the
same is restored in a prompt and timely manner. Landlord further agrees that it
will incur extra shipping charges to obtain necessary parts to repair building
systems and pay for overtime work in the event the HVAC or the main electrical
panel fails to operate.

7.04. Notwithstanding anything to the contrary herein contained, with the
exception of the first year of the Lease term for each of the respective spaces,
Landlord shall not be responsible for the replacement of light bulbs, ballasts
or other electrical equipment and facilities in the Demised Premises. If Tenant
requests that Landlord repair or replace any of the foregoing, and Landlord
elects to do so in its sole and absolute discretion, Landlord shall bill Tenant
for such materials and services at Landlord's customary rates. All such charges
incurred by Tenant shall be deemed additional rent and shall be payable by
Tenant within thirty (30) days from Landlord invoicing Tenant therefor.

7.05. Notwithstanding anything to the contrary herein contained, in the event
that Landlord is required to perform any repairs in the Demised Premises, with
the exception of that specifically noted in the second paragraph of Article 7.03
above, under no circumstances and in no event shall Landlord be required to
perform same on overtime or premium pay hours. Landlord shall be entitled to
perform such repairs during normal business hours on business days, if Landlord
deems it appropriate, and Tenant shall not be entitled to any rent abatement as
a result of the conduct by Landlord of repair work in the Demised Premises.

                                   ARTICLE 8.
                               REQUIREMENTS OF LAW

8.01. Landlord represents and warrants that Landlord's Work shall be performed
in compliance with all applicable laws, orders and regulations in connection
with the issuance of a certificate of occupancy for the Demised Premises. Tenant
shall comply in all respects with all present and future laws, orders and
regulations of federal, state, county and municipal authorities, and of all
insurance bodies, and with any direction of any public officer or officers,
pursuant to law, which shall impose any violation, order or duty upon Landlord
or Tenant with respect to the Demised Premises or the use or occupation thereof
.. If Tenant receives any notice of any violation of any law, ordinance, rule,
order or regulation applicable to the Demised Premises or the Building, Tenant
shall give prompt written notice thereof to Landlord. Notwithstanding the
foregoing, with the exception of all permits, approvals, etc. which Tenant may
be required to obtain pursuant to the terms of this Lease, to the extent the any
laws, orders and regulations relate to those portions of the Demised Premises
and the Building for which, under the terms of this Lease, Landlord is obligated
to repair and maintain, the Landlord shall be solely responsible for the same.

                                   ARTICLE 9.
                    INSURANCE, LOSS REIMBURSEMENT, LIABILITY

9.01. Tenant shall not do, permit or suffer to be done any act or thing upon the
Demised Premises that would invalidate or be in conflict with New York standard
fire insurance policies covering the Building, and fixtures and property
therein, or that would increase the rate of fire insurance applicable to the
Building to an amount higher than it otherwise would be; and Tenant neither
shall do nor shall Tenant permit to be done any act or thing upon the Demised
Premises that shall or might subject Landlord to any liability or responsibility
for injury to any person or person to property by reason of any business or
operation being carried on within the Demised Premises.

9.02. If, as a result of any act or omission by Tenant or violation by Tenant of
the terms of this Lease, the rate of fire insurance applicable to the Building
shall be increased in an amount higher than it otherwise would be, Tenant shall
reimburse Landlord for all increases of Landlord's fire insurance premiums so
caused; such reimbursement to be additional rent payable upon the first day of
the month following any outlay by Landlord for such increased fire insurance
premiums. In any action or proceeding wherein Landlord and Tenant are parties, a
schedule or "make-up" of rates for the Building or Demised Premises by the body
making fire insurance rates for the Demised Premises, shall be presumptive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rate then applicable to the Demised Premises.

9.03. Landlord and its agents shall not be liable for any injury or damage to
persons or property (including, but not limited to, loss of profits and injury
to business) resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain or snow or leaks from any part of the Building, or from
the pipes, appliances or plumbing works or from the roof, street or subsurface
or from any other place or by dampness or by any other cause of any nature,
unless any of the foregoing shall be caused by or due to the gross negligence or
willful misconduct of Landlord.

9.04. Landlord and its agents shall not be liable for any damage which Tenant
may sustain, if at any time any window of the Demised Premises is broken, or
temporarily or permanently closed, darkened or bricked up for any reason
whatsoever, except in the case of Landlord's arbitrary acts if the result is
permanent, and Tenant shall not be entitled to any compensation therefor or
abatement of rent or to any release from any of Tenant's obligations under this
Lease, nor shall the same constitute an eviction.

9.05. Landlord and its agents, officers, directors and shareholders shall have
absolutely no personal liability with respect to any provision of this Lease or
any obligation or liability arising therefrom or in connection therewith. Tenant
shall look solely to Landlord's estate and interest in the Land and Building for
the satisfaction of any right or remedy of Tenant for the collection of a
judgment (or other judicial process) requiring the payment of money by Landlord,
in the event of any liability by Landlord, and no other property or assets of
Landlord or any agent, officer, director or shareholders shall be subject to
levy, execution, attachment, or other enforcement procedure for the satisfaction
of Tenant's remedies under or with respect to this Lease, the relationship of
Landlord and Tenant hereunder, or Tenant's use and occupancy of the Demised
Premises, or any other liability of Landlord of Tenant. Nothing contained in
this Section shall be construed to permit Tenant to offset against rents due a
successor landlord a judgment (or other judicial process) requiring the payment
of money by reason of any default of a prior landlord unless such successor
landlord comprises the same or substantially the same members and/or principals
as a prior landlord or Landlord.

9.06. Tenant shall obtain on or before the Commencement Date and shall keep in
force during the term hereof, all-risk insurance, from an insurance company or
companies reasonably acceptable to Landlord , in an amount equal to eighty (80%)
percent of the full replacement cost of Tenant's furniture, furnishings and
other removable personal property and of all fixtures including Leasehold
Improvements.

9.07. Tenant shall provide on or before the Commencement Date and shall keep in
force during the term hereof for the benefit of Landlord and Tenant a
comprehensive general liability insurance policy , from an insurance company or
companies reasonably acceptable to Landlord , protecting Landlord and Tenant
against any liability whatsoever, arising out of the use of the Demised Premises
or any appurtenances thereto or occasioned by any occurrence on or about the
Demised Premises or any appurtenances thereto. Such policy shall be in such
limits as Landlord may reasonably require which, as of the date of this Lease,
are (a) not less than the amount of $1,000,000 per occurrence for bodily or
personal injury (including death) and (b) not less than the amount of $1,000,000
in respect of property damage. Landlord reserves the right to change such limits
in its reasonable discretion at any time, and from time to time, but in no event
more than twice within any twenty four (24) month period, that Landlord deems
necessary; provided, however, that Tenant shall have thirty (30) days from
receipt of written notice from Landlord regarding the date of any change in
Landlord's insurance limits to obtain any required additional coverage. Prior to
the time such insurance is first required to be carried by Tenant and
thereafter, at least fifteen (15) days prior to the effective date of any such
policy, Tenant shall deliver to Landlord either a duplicate original of the
aforesaid policies or evidence of such insurance. Said policy or evidence of
insurance shall name Landlord, Landlord's managing agent and, if Landlord so
requests, Landlord's mortgage lender, as additional insureds and contain an
endorsement that such insurance may not be cancelled except upon thirty (30)
days prior written notice to Landlord. Tenant's failure to provide and keep in
force the aforementioned insurance shall be regarded as a default hereunder
entitling Landlord to exercise any or all of the remedies provided in this Lease
in the event of Tenant's default.

                                   ARTICLE 10.
                          DAMAGE BY FIRE OR OTHER CAUSE

10.01. If the Demised Premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give prompt notice thereof to Landlord and this
Lease shall continue in full force and effect except as hereinafter set forth.

10.02. (a) If the Demised Premises are partially damaged or rendered partially
untenantable by fire or other casualty (i.e., less than 50% of the rentable
square footage of the Demised Premises is substantially damaged or destroyed),
then, within thirty (30) days of the occurrence of such casualty, Landlord shall
commence repairing the damage and complete said repair within six (6) months of
the date of such notice. The damage thereto shall be repaired by and at the
expense of Landlord and the Fixed Annual Rent shall be apportioned from the day
following the casualty until such repair shall be substantially completed and
any required Occupancy Approvals are obtained by Landlord in connection with the
affected space.

                  (b) If the Demised Premises are substantially damaged or are
rendered wholly or substantially untenantable by fire or other casualty (i.e.,
more than 50% of the rentable square footage of the Demised Premises is
substantially damaged or destroyed), then, within thirty (30) days of the
occurrence of such a casualty, Landlord shall notify Tenant in writing if
Landlord is able to repair such casualty within six (6) months of the date of
such notice. If Landlord notifies Tenant that it can repair such damage within
such six (6) month period, the Fixed Annual Rent shall be paid up
proportionately to the time of the casualty and thenceforth shall cease until
the date when the Demised Premises shall have been repaired and restored by
Landlord and any required Occupancy Approvals are obtained by Landlord. If,
however, Landlord notifies Tenant that is cannot, or elects not to, repair said
damage within such six (6) month period, Tenant may, upon written notice given
no later than thirty (30) days after receipt of Landlord's notice, cancel this
Lease.

                  (c) If the Demised Premises or Building are totally destroyed
due to fire or other casualty, Tenant shall have the right to terminate this
Lease by written notice to Landlord within thirty (30) days and this Lease shall
be cancelled and terminated.

                  (d) If the Demised Premises are totally or substantially
damaged or if the Building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, or if at least 50% of the floor area of the
Demised Premises is damaged or destroyed during the last 18 months of the then
current term of this Lease, then, in any of such events, Landlord may elect to
terminate this Lease by written notice to Tenant given within ninety (90) days
after such fire or casualty specifying a date for the expiration of the Lease,
which date shall not be more than sixty (60) days after the giving of such
notice. Upon the expiration date specified in such notice, the term of this
Lease shall expire as fully and completely as if such date were the date set
forth above for the termination of this Lease and Tenant shall forthwith quit,
surrender and vacate the Demised Premises without prejudice, except to
Landlord's rights and remedies against Tenant under the Lease provisions in
effect prior to such termination, and any rent owing shall be paid up to such
date (subject to abatement as provided in subparagraph (b) above) and any
payments of rent made by Tenant that were on account of any period subsequent to
such date shall be returned to Tenant. Unless Landlord shall serve a termination
notice as provided for herein (or unless Tenant has terminated the Lease
pursuant to its rights herein), Landlord shall make the repairs and restorations
under the conditions of (a) and (b) hereof, with ordinary diligence during
business days and business hours, subject to delays due to adjustment of
insurance claims, labor troubles and causes beyond Landlord's control. After any
such casualty, Tenant shall cooperate with Landlord's restoration by removing
from the Demised Premises as promptly as reasonably possible, all of Tenant's
salvageable inventory and movable equipment, furniture and other property.
Tenant's liability for rent shall resume thirty (30) days after written notice
from Landlord that the Demised Premises shall be substantially ready for
Tenant's occupancy and Landlord's receipt of all Occupancy Approvals.

10.03. No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of Demised Premises or of the Building pursuant to
this Article 10.

10.04. Landlord will not carry separate insurance of any kind on Tenant's
property and, except as provided by a law or by reason of its breach of any of
its obligations hereunder, shall not be obligated to repair any damage thereto
or replace the same.

10.05. The provisions of this Article 10 shall be considered an express
agreement governing any cause of damage or destruction of the Demised Premises
by fire or other casualty, and Section 227 of the Real Property Law of the State
of New York, providing for such a contingency in the absence of an express
agreement, and any other law of like import, now or hereafter in force, shall
have no application in such case.

                                   ARTICLE 11.
                    ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.

11.01. Tenant shall not by operation of law or otherwise (a) assign or otherwise
transfer this Lease or the term and estate hereby granted, (b) sublet the
Demised Premises or any part thereof or allow the same to be used or occupied by
others, other than Tenant's employees, (c) mortgage, pledge or encumber this
Lease or the Demised Premises or any part thereof in any manner by reason of any
act or omission on the part of Tenant, or (d) advertise, or authorize a broker
to advertise, for a subtenant or an assignee, without, in each instance,
obtaining the prior written consent of Landlord which shall not be unreasonably
withheld, conditioned, or delayed. For purposes of this Article 11, (i) the
transfer of a majority of the issued and outstanding capital stock of any
corporate tenant, or of a corporate subtenant, or the transfer of a majority of
the total interest in any partnership tenant or subtenant, or the transfer of
control in any limited partnership tenant or subtenant, however accomplished,
whether in a single transaction or in a series of related or unrelated
transactions, shall be deemed an assignment of this Lease, except that the
transfer of the outstanding capital stock of any corporate tenant, or subtenant,
shall be deemed not to include the sale of such stock by persons or parties
other than those deemed "Affiliates" of Tenant within the meaning of Rule 144
promulgated under the Securities Act of 1933, as amended, through the
"over-the-counter market" or through any recognized stock exchange, (ii) a
takeover agreement shall be deemed a transfer of this Lease, (iii) an agreement
by any other person or entity, directly or indirectly, to assume Tenant's
obligations under this Lease shall be deemed an assignment, (iv) any person or
legal representative of Tenant, to whom Tenant's interest under this Lease
passes by operation of law, or otherwise, shall be bound by the provisions of
this Article 11, and (v) a modification, amendment or extension of a sublease
shall be deemed a sublease. Tenant shall promptly notify Landlord of any
proposed assignment, sublease or "transfer", as defined in this Section.

         Notwithstanding anything herein to the contrary, provided Tenant is not
in default beyond any notice and cure period, under the terms of this Lease,
Tenant shall have the right to assign the Lease or sublet portions of the
Demised Premises (i) to an affiliate of Tenant, (ii) in connection with any
merger or acquisition of or by Tenant or (iii)to any applicable governmental
agency in connection with any economic development incentives received by Tenant
without Landlord's prior written consent, provided that Tenant notifies Landlord
of said assignment or sublease, in writing, which notice shall include a copy of
the fully executed assignment or sublease, as the same may be applicable.
Nothing herein will allow Tenant or its subtenant or assignee to use the Demised
Premises in any manner other than the Permitted Use.


11.02. Any assignment or transfer shall be made only if, and shall not be
effective until, the assignee shall execute, acknowledge and deliver to Landlord
a recordable agreement, in form and substance reasonably satisfactory to
Landlord, whereby the assignee shall assume the obligations and performance of
this Lease and shall agree to be bound by and upon all of the covenants,
agreements, terms, provisions and conditions hereof on the part of Tenant to be
performed or observed and whereby the assignee shall agree that the provisions
of Section 11.01 hereof shall, notwithstanding any assignment or transfer,
whether or not in violation of the provisions of this Lease, and notwithstanding
the acceptance of rent by Landlord from an assignee or transferee or any other
party, remain in full force and effect. Tenant shall remain fully and primarily
liable for the payment of the Fixed Annual Rent and additional rent due and to
become due under this Lease and for the performance of all of the covenants,
agreements, terms, provisions and conditions of this Lease on the part of Tenant
to be performed or observed, notwithstanding any such assignment. No sublease
shall release Tenant of any liability hereunder of any kind or nature
whatsoever.

11.03. Landlord shall not unreasonably withhold, condition or delay its consent
to an assignment of this Lease or a subletting of the whole or part of the
Demised Premises for substantially the remainder of the term of this Lease,
provided:

                  (a) Tenant shall furnish Landlord with the name and business
         address of the proposed subtenant or assignee, information with respect
         to the nature and character of the proposed subtenant's or assignee's
         business, or activities, such references and current financial
         information with respect to net worth, credit and financial
         responsibility as are reasonably satisfactory to Landlord, and an
         executed counterpart of the sublease or assignment agreement;

                  (b) The proposed subtenant or assignee is a reputable party
         whose financial net worth, credit and financial responsibility is,
         considering the responsibilities involved, reasonably satisfactory to
         Landlord;

                  (c) The nature and character of the proposed subtenant or
         assignee, its business or activities and intended use of the Demised
         Premises is, in Landlord's reasonable judgment, in keeping with the
         standards of the Building and the floor or floors on which the Demised
         Premises are located (it is expressly understood and agreed that
         Landlord will not consent to the assignment or subletting of the
         Demised Premises to any physician or other medical practitioner that
         performs abortions or to any other organization that Landlord deems in
         its sole and absolute discretion to be inconsistent with the character
         of the Building notwithstanding that the proposed assignee or
         subtenant's use of the Demised Premises conforms with the Permitted
         Use);

                  (d) The proposed subtenant or assignee is not then an occupant
         of any part of the building or a party who dealt with Landlord or
         Landlord's agent (directly or through a broker) with respect to space
         in the Building during the twelve (12) months immediately preceding
         Tenant's request for Landlord's consent;

                  (e) All costs incurred with respect to providing reasonably
         appropriate means of ingress and egress from the sublet space or to
         separate the sublet space from the remainder of the Demised Premises
         shall, subject to the provisions of Article 6 with respect to
         alterations, installations, additions or improvements, be borne by
         Tenant;

                  (f) Each sublease shall state specifically that (i) it is
         subject to all of the terms, covenants, agreements, provisions and
         conditions of this Lease, (ii) the subtenant or assignee, as the case
         may be, will not have the right to a further assignment thereof or
         sublease or assignment thereunder, or to allow the Demised Premises to
         be used by others, without the consent of Landlord in each instance,
         (iii) a consent by Landlord thereto shall not be deemed or construed to
         modify, amend or affect the terms and provisions of this Lease, or
         Tenant's obligations hereunder, which shall continue to apply to the
         premises involved, and the occupants thereof, as if the sublease or
         assignments had not been made, (iv) if Tenant defaults in the payment
         of any rent, Landlord is authorized to collect any rents due or
         accruing from any assignee, subtenant or other occupant of the Demised
         Premises and to apply the net amounts collected to the Fixed Annual
         Rent and additional rent reserved herein, (v) the receipt by Landlord
         of any amounts from an assignee or subtenant, or other occupant of any
         part of the Demised Premises shall not be deemed or construed as
         releasing Tenant from Tenant's obligations hereunder (except to the
         extent that Tenant will receive a credit for any amounts received by
         Landlord from third parties, it being the intent of the parties that
         Landlord shall not be entitled to a double recovery)or the acceptance
         of that party as a direct tenant, and (vi) Tenant is not released from
         primary liability hereunder as a result of any assignment or sublease;
         and

                  (g) Tenant, together with requesting Landlord's consent
         hereunder, shall have paid Landlord One Thousand ($1,000) Dollars to
         review the requested consent including any attorneys' fees incurred by
         Landlord.

Landlord may withhold its consent to any assignment or sublease if Tenant fails
to provide in a timely fashion any and all reasonably required information
hereunder or if any of the information concerning the proposed assignment or
sublease is reasonably unacceptable to Landlord .

11.04. Provided Tenant is not in default pursuant to the terms of this Lease
beyond any applicable notice and grace period, Tenant may notify Landlord that
it wishes to sublet the portion of the first floor space which is utilized for
retail sales (the "Retail Space") to a bona fide third party (other than
Tenant's Affiliates or as a result of a merger or acquisition of or by Tenant).
Upon receipt of said notice and Tenant's compliance with those items set forth
in (a) through (g) above, Landlord may, in its sole and absolute discretion,
either, (i) accept said sublease or (ii) recapture the Retail Space within
ninety (90) days from the date of said notice from Tenant. Upon recapture, the
Lease shall no longer apply with respect to the Retail Space and the Fixed
Annual Rent, additional rent (to the extent applicable) and Tenant's
Proportionate Share shall be reduced proportionately based upon the size of the
Retail Space.

11.05. (a) Subject to Tenant's right to assign or sublet without Landlord's
consent, as specifically set forth herein, if, without first obtaining
Landlord's written consent thereto Tenant shall have assigned this Lease or
sublet the Demised Premises, in whole or in part, to any assignee, sublessee ,
then Landlord shall have the right of "Recapture" (hereinafter defined) as set
forth below, in addition to any other right or remedy available to Landlord
under this Lease or at law or in equity, and without limiting any of such
rights;in the case of an assignment of this Lease, or a proposed assignment of
this Lease to any third party other than an Affiliate of Tenant or in connection
with a merger or acquisition of or by Tenant, Landlord shall have the right to
terminate this Lease (a "Recapture") by giving Tenant a notice of termination
(the "Recapture Notice") within twenty (20) days following Landlord's receipt of
Tenant's notice or request for consent to such assignment or within six (6)
months following Landlord's actual knowledge of such assignment, whereupon this
Lease (including all renewal options, whether or not theretofore exercised by
Tenant) shall cease and terminate on the date set forth in Landlord's Recapture
Notice as though such date were the date herein originally fixed for the
expiration of this Lease and Tenant and every assignee or occupant of the
Demised Premises claiming by, under or through Tenant shall surrender this Lease
and possession of the Demised Premises to Landlord in the condition required
pursuant to this Lease and Landlord may thereafter re-let the Demised Premises
for Landlord's sole benefit. In addition to the foregoing, Landlord may exercise
all rights and remedies available to it upon the occurrence of an event of
default under this Lease.



                                   ARTICLE 12.
                                   ELECTRICITY

12.01. Landlord shall, at its sole cost and expense, furnish an electric
sub-meter for the Original Premises and Expansion Space only (it being
understood that this shall not include any additional space leased in connection
with Article 42). The meter shall measure all electric usage in the Demised
Premises including but not limited to lighting, office equipment, computer
equipment and any other related equipment. Tenant will be responsible for all
electric charges determined by such sub-meter, billed at the actual cost,
including the actual cost to read the sub-meter and any and all actual
maintenance costs in connection with the submeter, and billed as additional rent
to Tenant each month (such charge shall be referred to herein as either the
"sub-meter electric charge" or the "Base Electric Charge"). In consideration of
Tenant's timely payment of the sub-metered electric charge, Landlord shall
furnish electric energy to the Demised Premises as is ordinarily and reasonably
required by Tenant for use of the Demised Premises in accordance with the
Permitted Use. Consistent with the electrical capacity contained, or the
capacity to be furnished to Landlord, at its sole cost and expense, of no more
and no less than seven (7) watts per rentable square foot in the Demised
Premises, Landlord shall permit Tenant to use the electric facilities for
Tenant's reasonable lighting and other ordinary electrical fixtures, appliances
and equipment (such as personal computers, telephones and fax machines) as
Landlord may permit to be installed in the Demised Premises, consistent with
Tenant's business operations and the Permitted Use.

12.02. Tenant's use of electric energy in the Demised Premises shall not at any
time, (i) exceed the capacity of any of the electrical conductors and equipment
in or otherwise serving the Demised Premises (which shall be no less than seven
(7) watts per rentable square foot) or (ii) cause or result in any adverse
impairment or interference with Building systems, annoyance or inconvenience to
other tenants or the overloading of the risers or feeders serving the Building.
Tenant shall not, without Landlord's prior consent in each instance, connect any
fixtures, appliances or equipment to the Building's electric distribution system
or make any alteration or addition to the electric system of the Demised
Premises. Should Landlord grant such consent, all additional risers or other
equipment required therefore shall be provided by Landlord and the cost thereof
shall be paid by Tenant to Landlord on demand. As a condition to granting such
consent, Landlord may require Tenant to agree to an increase in the additional
annual rent to an amount which will reflect the value to Tenant of the potential
additional electric energy to be made available to Tenant based upon the
estimated additional capacity of such additional risers or the connected load of
such fixtures, appliances or equipment. The amount of such increase shall be
determined by an electrical consultant selected by Landlord and paid by Tenant.
Such determination shall be binding and conclusive upon the parties. Landlord,
its agents and consultants may survey the electrical fixtures, appliances and
equipment in the Demised Premises and Tenant's use of electric energy therein
from time to time to ascertain whether Tenant is complying with its obligations
under this Section. Each increase in the additional rent under this Section
shall be effective from the date such additional electric energy is made
available to Tenant.

                                   ARTICLE 13.
                                     PARKING

13.01. Landlord shall provide Tenant with seventy five (75) gated reserved
parking spaces (which spaces shall be marked by number), in the parking area
designated for use by tenants of the Building, and the related parking passes,
at no cost to Tenant for use throughout the term of this Lease; provided,
however, that if Tenant requires replacement of any parking passes, Landlord
shall provide eight replacement parking passes per year free of charge and
thereafter Tenant shall pay to Landlord the sum of $50.00 per parking pass prior
to the issuance of same. Of the aforementioned seventy five (75) gated reserved
parking spaces, twelve (12) spaces shall be marked and located on the upper
level of the parking garage in the gated area (with access 24 hours a day, 7
days a week by passcard access) and the remaining sixty three (63) spaces shall
be located on the lower level of the parking garage. Landlord reserves the right
to relocate (except for the purpose of allocating such reserved parking for any
other tenant in the Building or to any other third party) Tenant's reserved
parking spaces within the parking areas for the Building, provided that Tenant's
parking spaces are at all times within reasonable proximity to the Building or
to Tenant's reserved parking spaces that Landlord seeks to relocate. Tenant
acknowledges that the reserved parking is within an area and is not by
assignment but rather access and that the spaces are on a first come first serve
basis. Tenant shall not have the right to use any other parking spaces at the
Building, except for those that are not designated for use by other tenants,
other than Tenant's reserved parking spaces. In the event that Tenant materially
defaults under the Lease (i.e. any default in the payment of Annual Fixed Rent
or additional rent), as modified hereby, beyond the expiration of any applicable
grace period, Landlord may immediately and without notice to Tenant revoke
Tenant's reserved parking provided hereunder until such time as such default is
cured. Landlord represents that inclusive of the foregoing gated reserved
parking spaces (and not including in said calculation any parking space on the
upper level of the parking garage), there is no less than five (5) parking
spaces per 1,000 rentable square feet of space in the Building.

                                   ARTICLE 14.
                                  CONDEMNATION

14.01. In the event that the whole of the Demised Premises lawfully shall be
condemned or taken in any manner for any public or quasi-public use, this Lease
and the term and estate hereby granted shall cease and terminate as of the date
of vesting of title. In the event that only a part of the Demised Premises shall
be so condemned or taken, then, effective as of the date of vesting of title,
the Fixed Annual Rent and the additional rent payable pursuant to Articles 3 and
4 hereunder shall be abated in an amount thereof apportioned according to the
area of the Demised Premises so condemned or taken. If a condemnation or taking
shall be of a substantial part of the Demised Premises or of a substantial part
of the means of access thereto, Tenant, at Tenant's option, by delivery of
notice in writing to Landlord within thirty (30) days following the date on
which Tenant shall have received notice of vesting or impending vesting of
title, may terminate this Lease and the term and estate hereby granted as of the
date of vesting of title. If Tenant elects not to terminate this Lease, as
aforesaid, this Lease shall be and shall remain unaffected by such condemnation
or taking, except that the Fixed Annual Rent and the additional rent payable
pursuant to Article 4 shall be abated to the extent hereinbefore provided in
this Article 14. In the event that only a part of the Demised Premises shall be
so condemned or taken and this Lease and the term and estate hereby granted with
respect to the remaining portion of the Demised Premises are not terminated as
hereinbefore provided, Landlord, with reasonable diligence and at its expense,
will restore the remaining portion of the Demised Premises as nearly as
practicable to the same condition as it was in prior to such condemnation or
taking.

14.02. In the event of the termination of this Lease in any of the cases
hereinbefore provided, this Lease and the term and estate hereby granted shall
expire as of the date of such termination with the same effect as if that were
the Expiration Date and the Fixed Annual Rent and the additional rent payable
under Article 4 shall be apportioned as of such date.

14.03. Except as specifically set forth below, in the event of any condemnation
or taking hereinbefore mentioned of all or a part of the Building, Landlord
shall be entitled to receive the entire award in the condemnation proceeding.
Tenant shall be entitled to make separate claim for the unamortized value of its
trade fixtures actually taken, leasehold interest, for moving expenses and "good
will" value.

14.04. The provisions of this Article 14 shall not be applicable to any
condemnations or taking for governmental occupancy for a limited period of less
than ten (10) days.

14.05. In the event of any taking of less than the whole of the Building that
does not result in a termination of this Lease, or in the event of a taking for
a temporary use or occupancy of all or any part of the Demised Premises that
does not result in a termination of this Lease, Landlord, at its expense, to the
extent that any award or awards shall be sufficient for the purpose, shall
proceed with reasonable diligence to repair, alter and restore the remaining
parts of the Building and the Demised Premises to substantially their former
condition to the extent that the same may be feasible and so as to constitute a
complete and tenantable Building and Demised Premises. Tenant shall, in such an
event, continue to pay that portion of the Fixed Annual Rent and additional rent
attributable to the unaffected portions of the Demised Premises due hereunder
during the period that Landlord is restoring the Building and the Demised
Premises. Fixed Annual Rent and Additional Rent for those affected portions of
the Demised Premises shall be abated.
14.06. In the event that any part of the Demised Premises are taken to effect
compliance with any law or requirement of public authority other than in the
manner hereinabove provided in this Article 14, then, (i) if such compliance is
the obligation of Tenant under this Lease, Tenant shall not be entitled to any
diminution or abatement of rent or other compensation from Landlord therefor,
but (ii) if such compliance is the obligation of Landlord under this Lease, the
Fixed Annual Rent payable under Article 1 shall be reduced and additional rent
payable under Articles 3 and 4 shall be adjusted in the same manner as is
provided in Section 14.01 according to the reduction in rentable area of the
Demised Premises resulted from such taking.

                                   ARTICLE 15.
                       ACCESS TO DEMISED PREMISES; CHANGES

15.01. Tenant shall permit Landlord to erect, use and maintain pipes, ducts and
conduits in and through the Demised Premises, provided that the same are
installed and/or concealed in a manner reasonably consistent with Tenant's decor
or concealed behind walls and ceilings of the Demised Premises or otherwise
installed in such manner as shall not materially and adversely impair Tenant's
business operations and use of the Demised Premises consistent with the
Permitted Use. To the extent reasonably practical, Landlord shall install such
pipes, ducts and conduits by methods and at locations that will not materially
interfere with or impair Tenant's layout, business operations or use of the
Demised Premises consistent with the Permitted Use. Except in the case of a bona
fide emergency upon which Landlord may enter the Demised Premises at any time,
Landlord or its agents or designees shall have the right to enter the Demised
Premises, upon 24 hours written notice, at reasonable times during business
hours on business days and at other times, provided it shall not materially and
adversely impair Tenant's business operations, to examine same or to make such
repairs or alterations that Landlord may deem necessary or desirable for the
Building, or that Landlord shall be required to, or shall have the right to,
make by the provisions of this Lease. At no time and in no event shall Tenant
have the right to delay Landlord from entering the Demised Premises for a period
in excess of ten (10)days. Landlord's failure or delay in making any repairs to
the Demised Premises due to Tenant exercising its rights pursuant to this
provision shall at no time be deemed a default under the terms of this Lease
Landlord, upon twenty four (24) hours prior written notice, shall have the right
to enter the Demised Premises for the purpose of exhibiting them to prospective
purchasers or lessees of the entire Building or to prospective mortgagees or to
prospective assignees of any such mortgages or to the holder of any mortgage on
the Landlord's interest in the Building, its agents or designees. Landlord shall
be allowed to take all material into and upon the Demised Premises (but shall
not store its materials overnight without Tenant's consent, which consent shall
not be unreasonably withheld, conditioned or delayed)that may be required for
the repairs or alterations above mentioned without the same constituting an
eviction of Tenant in whole or in part, and the Fixed Annual Rent and additional
rent due hereunder shall in no way abate while said repairs or alterations are
being made by reason of loss or interruption of the business of Tenant because
of the prosecution of any such work. Landlord shall exercise reasonable
diligence to minimize the disturbance but nothing contained herein shall be
deemed to require Landlord to perform the same on an overtime or premium pay
basis.

15.02. Landlord reserves the right, without the same constituting an eviction
and without incurring liability to Tenant therefor, to change the arrangement
and/or location of public entrances, passageways, doors, doorways, corridors,
elevators, stairways, bathrooms and other public areas and amenities of the
Building; provided, however, that reasonable access to the Building during
business hours on business days shall not be cut off without Landlord providing
an alternative means of access thereto.

15.03. Landlord may, during the twelve (12) months prior to expiration of the
term of this Lease, exhibit the Demised Premises for rent to prospective tenants
upon not less than twenty four (24) hours prior written notice.

15.04. In case of fire or other bona fide emergency, affecting the Demised
Premises or any other part of the Building and if Tenant is not present in that
portion of the Demised Premises to open and permit an entry into the Demised
Premises Landlord or Landlord's agents may enter upon the Demised Premises
forcibly without rendering Landlord or such agents liable therefor and without
in any manner affecting the obligations and covenants of this Lease. If during
the last month of the term of this Lease, Tenant shall have removed all or
substantially all of Tenant's property from the Demised Premises, Landlord
immediately may enter, alter, renovate or redecorate the Demised Premises
without limitation or abatement of rent and without incurring liability to
Tenant for any compensation and such act shall have no effect on this Lease or
Tenant's obligations hereunder.

                                   ARTICLE 16.
                            CONDITIONS OF LIMITATION

16.01. This Lease and the term and estate hereby granted are subject to the
limitation that whenever Tenant or any guarantor of Tenant's obligations
hereunder shall be unable to pay its debts generally as they become due, or
shall make an assignment of the property of Tenant or any guarantor of Tenant's
obligations hereunder for the benefit of creditors, or shall consent to, or
acquiesce in, the appointment of a liquidator, receiver, trustee, or other
custodian of itself or the whole or any part of its properties or assets, or
shall commence a voluntary case for relief under the United States Bankruptcy
Code or file a petition or take advantage of any bankruptcy or insolvency act or
applicable law of like import, or whenever an involuntary case under the United
States Bankruptcy Code shall be commenced against Tenant or any guarantor of
Tenant's obligations hereunder or if a petition shall be filed against it
seeking similar relief under any bankruptcy or insolvency or other applicable
law of like import, or whenever a receiver, liquidator, trustee, or other
custodian of Tenant or any guarantor of Tenant's obligations hereunder or for
substantially all of the property of Tenant shall be appointed without Tenant's
consent or acquiescence, then, (a) at any time after receipt of notice of the
occurrence of any such event, or (b) if such event occurs without the
acquiescence of Tenant or any guarantor of Tenant's obligations hereunder, at
any time after the event continues for thirty (30) days, Landlord may give
Tenant a notice of intention to end the term of this Lease at the expiration of
five (5) days from the date of service of such notice of intention, and upon the
expiration of said five (5) day period, this Lease and the term and estate
hereby granted, whether or not the term shall theretofore have commenced, shall
terminate with the same effect as if that day were the Expiration Date, but
Tenant shall remain liable for damages as provided in Article 18.

16.02. This Lease and the term and estate hereby granted are subject to further
limitation as follows:

                  (a) whenever Tenant shall default in the payment of any
installment of Fixed Annual Rent or in the payment of any additional rent on any
day that the same become due, and such default shall continue uncured for ten
(10) days; provided, however, that if Tenant is delinquent in the payment of
Fixed Annual Rent or additional rent beyond the expiration of the foregoing
grace period more than three (3) times in any Lease Year, the grace period
herein provided shall no longer apply and Landlord may immediately proceed to
exercise its rights and remedies herein provided; or

                  (b) whenever Tenant shall do or permit anything to be done,
whether by action or inaction, contrary to any of Tenant's obligations
hereunder, and if such default shall continue and shall not be remedied by
Tenant within twenty (20) days (within ten (10) days, in the case of Tenant's
failure to furnish any certificate of insurance required hereunder) after
Landlord shall have given to Tenant a notice specifying the same, or, in the
case of a happening or default that cannot with due diligence be cured within a
period of twenty (20) days and the continuation of which for the period required
for cure will not subject Landlord to the risk of criminal liability or
termination of any superior lease or foreclosure of any superior mortgage, if
Tenant shall not, (i) within said twenty (20) days period advise Landlord of
Tenant's intention duly to institute all steps necessary to remedy such
situation, (ii) duly institute within said twenty (20) day period, and
thereafter diligently and continuously prosecute to completion all steps
necessary to remedy the same and (iii) complete such remedy within such time
after the date of the giving of said notice by Landlord as is reasonably
necessary; or

                  (c) whenever any event shall occur or any contingency shall
arise whereby this Lease or the estate hereby granted or the unexpired balance
of the term hereof, by operation of law or otherwise, would devolve upon or pass
to any person, firm or corporation other than Tenant, except as expressly
permitted by Article 11; or

                  (d) whenever Tenant shall abandon the Demised Premises, except
in the case of an assignment of sublease in accordance with Article 11; or

                  (e) whenever Tenant shall default in the due keeping,
observing or performance of any other covenant, agreement, provision or
condition of this Lease which are not incorporated in (a) through (d) above, on
the part of Tenant to be kept, observed or performed and such default shall
continue and shall not be remedied by Tenant within twenty (20) days after
Landlord shall have given to Tenant a notice specifying the same;

then in any of said cases set forth in the foregoing subsections (a), (b), (c),
(d) and (e), Landlord may give to Tenant a notice of intention to end the term
of this Lease at the expiration of five (5) days from the date of the service of
such notice of intention, and upon the expiration of said five (5) days this
Lease and the term and estate hereby granted, whether or not the term shall
theretofore have commenced, shall terminate with the same effect as if that day
were the Expiration Date, but Tenant shall remain liable for damages as provided
in Article 18.

                                   ARTICLE 17.
                        RE-ENTRY BY LANDLORD; INJUNCTION

17.01.If Tenant shall default in the payment of any installment of Fixed Annual
Rent, or of any additional rent, on any date that the same becomes due, and such
default shall continue uncured for ten (10) days, or if this Lease shall expire
as provided in Article 16, Landlord and Landlord's agents and employees
immediately or at any time thereafter may peaceably re-enter the Demised
Premises, or any part thereof, either by summary dispossess proceedings or by a
suitable action or proceeding at law without being liable to indictment,
prosecution or damages therefrom, to the end that Landlord may have, hold and
enjoy the Demised Premises again as and of its first estate and interest
therein. In the event of any termination of this Lease under the provisions of
Article 16 or if Landlord shall re-enter the Demised Premises under the
provisions of this Article 17 or in the event of the termination of this Lease,
or of re-entry, by or under any summary dispossess or other proceeding or action
or any provision of law, by reason of default hereunder on the part of Tenant,
(i) Tenant thereupon shall pay to Landlord the Fixed Annual Rent and additional
rent payable by Tenant to Landlord up to the time of such termination of this
Lease, or of such recovery of possession of the Demised Premises by Landlord, as
the case may be, (ii) Tenant shall pay to Landlord all actual and reasonable
expenses, including court costs and reasonable attorneys' fees and
disbursements, incurred by Landlord in recovering possession of the Demised
Premises and all costs and charges for the care of the Demised Premises while
vacant and (iii) Tenant also shall pay to Landlord damages as provided in
Article 18.
17.02. In the event of a breach by Tenant of any of its obligations under this
Lease which continues beyond any applicable cure period, Landlord also shall
have the right of injunction in any case in which Landlord in its reasonable
discretion deems Tenant is adversely affecting the normal operation of the
Building or any of the other tenant's use thereof. The special remedies to which
Landlord may resort hereunder are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which Landlord lawfully
may be entitled at any time and Landlord may invoke any remedy allowed at law or
in equity as if specific remedies were not provided for herein.


17.03. If this Lease shall terminate under the provisions of Article 16, or if
Landlord shall re-enter the Demised Premises under the provisions of this
Article 17, or in the event of the termination of this Lease, or of re-entry, by
or under any summary dispossess or other proceeding or action or any provision
of law by reason of default hereunder on the part of Tenant, Landlord shall be
entitled to retain all moneys, if any, paid by Tenant to Landlord, whether as
advance rent, security or otherwise, but such moneys shall be credited by
Landlord against the time of such termination or re-entry or, at Landlord's
option against any damages payable by Tenant under Article 18 or pursuant to
law, it being the parties intent that at no time shall Landlord receive a
double-recovery for amounts owed.


                                   ARTICLE 18.
                                     DAMAGES

(a) 18.01. If this Lease is terminated under the provisions of Article 16, or if
Landlord shall re-enter the Demised Premises under the provisions of Article 17,
or in the event of the termination of this Lease, or of re-entry, by or under
any summary dispossess or other proceeding or action or any provision of law by
reason of any default hereunder on the part of Tenant, Tenant shall pay to
Landlord as damages, sums equal to Landlord's costs in connection with the
leasing of the Demised Premises (as well as any additional space leased to
Tenant pursuant to Article 42 herein)to Tenant, including, but not limited to
any and all cost in connection with (i)Landlord's Work, (ii) leasing commissions
paid in connection with this Lease, (iii)the Relocation Allowance set forth in
Article 45 herein, (iv)the Holdover Rent set forth in Article 44 herein, (v)the
Work Allowance set forth in Article 41 herein and the cost of restoring the
Demised Premises to its original condition (herein collectively referred to as
"Landlord's Costs"). The amount of said damage shall be reduced annually on a
straight line basis over the term of this Lease. The parties hereto acknowledge
that the above referenced damages are due and payable upon default so that the
same is to be collected immediately.
                  (b) sums equal to the aggregate of the Fixed Annual Rent and
the additional rent (as above presumed) payable hereunder that would have been
payable by Tenant had this Lease not so terminated, or had Landlord not so
re-entered the Demised Premises, payable upon the due dates therefor specified
herein following such termination or such reentry and until the Expiration Date;
provided, however, that Landlord shall make commercially reasonable effort to
mitigate its damages and re-let the Demised Premises during said period and if
Landlord shall re-let the Demised Premises during said period, Landlord shall
credit Tenant with the net rents received by Landlord from such re-letting, such
net rents to be determined by first deducting from the gross rents as and when
received by Landlord from such re-letting, the actual reasonable expenses
incurred or paid by Landlord in terminating this Lease in re-entering the
Demised Premises and in securing possession thereof, as well as the expenses of
re-letting, including altering and preparing the Demised Premises for new
tenants, brokers' commissions, reasonable attorneys' fees and disbursements, and
all other expenses properly chargeable against the Demised Premises and the
rental thereof; it being understood that any such re-letting may be for a period
shorter or longer than the remaining term of this Lease and that Landlord may
grant concessions and free rent; but in no event shall Tenant be entitled to
receive any excess of such net rents over the sums payable by Tenant to Landlord
hereunder, nor shall Tenant be entitled in any suit for the collection of
damages pursuant to this subsection to a credit in respect of any net rents from
a re-letting, except to the extent that such net rents actually are received by
Landlord. If the Demised Premises or any part thereof should be re-let in
combination with other space, then proper apportionment on a square foot basis
shall be made of the rent received from such re-letting and of the expenses of
re-letting. Landlord in no event shall be liable in any way whatsoever for
failure to re-let the Demised Premises nor shall such failure affect Tenant's
liability for damages, it being expressly understood and agreed that Landlord
has no obligation to mitigate Tenant's damages hereunder.

If the Demised Premises or any part thereof shall be re-let by Landlord for the
unexpired portion of the term of this Lease, or any part thereof, before
presentation of proof of such damages to any court, commission or tribunal, the
amount of rent reserved upon such re-letting, prima facie, shall be the fair and
reasonable rental value for the Demised Premises, or part thereof, so re-let
during the term of the re-letting.



18.02. Suit or suits for the recovery of such damages, or any installments
thereof, may be brought by Landlord from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit
until the date when the term of this Lease would have expired if it had not been
so terminated under the provisions of Article 16, or under any provision of law,
or had Landlord not re-entered the Demised Premises. Nothing herein contained
shall be construed to limit or preclude recovery by Landlord against Tenant of
any sums or damages to which, in addition to the damages particularly provided
above, Landlord lawfully may be entitled by reason of any default hereunder on
the part of Tenant. Nothing herein contained shall be construed to limit or
prejudice the right of Landlord to prove and obtain as liquidated damages by
reason of the termination of this Lease or re-entry of the Demised Premises or
the default of Tenant under this Lease, an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved whether or not such amount
be greater than, equal to, or less than any of the sum referred to in Section
18.01.

18.03. Notwithstanding the foregoing, in no event shall Landlord be entitled to
accelerate the Fixed Annual Rent or additional rent.

                                   ARTICLE 19.
                LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS

19.01. If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any Article of this Lease, (a) Landlord may, but
shall not be obligated to, remedy such default for the account of Tenant,
immediately and without notice in case of emergency, or in any other case only
provided that Tenant shall fail to remedy such default within twenty (20) days
after Landlord shall have notified Tenant in writing and Tenant's receipt of the
same) of such default and the applicable grace period for curing such default
shall have expired; and (b) if Landlord makes any reasonable expenditures or
incurs any expenses in connection with such default including, but not limited
to, reasonable attorneys' fees in instituting, prosecuting or defending any
action or proceeding, such sums paid or obligations incurred, with interest at
the Interest Rate, shall be deemed to be additional rent hereunder and shall be
paid by Tenant to Landlord as additional rent upon rendition of a bill to Tenant
therefor.

                                   ARTICLE 20.
                                 QUIET ENJOYMENT

20.01. Landlord covenants and agrees that, subject to the terms and provisions
of this Lease, if, and so long as, Tenant keeps and performs each and every
material covenant, agreement, term, provision and condition herein (which shall
include, but shall not be limited to any the payment of any monetary obligation
set forth herein) contained on the part or on behalf of Tenant to be kept or
performed, then Tenant's rights under this Lease shall not be cut off or ended
before the expiration of the term of this Lease, subject however, to (i) the
obligations of this Lease, and (ii) the matters provided in Article 25 hereof
that affect this Lease.

                                   ARTICLE 21.
                             SERVICES AND EQUIPMENT

21.01. Landlord shall:

                  (a) provide necessary elevator facilities on business days
from 8:00 a.m. to 7:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m. and
shall have at least two elevators subject to call 24 hours a day, 7 days per
week.

                  (b) maintain and keep in good order and repair the all air
conditioning, heating and ventilating systems ("HVAC") servicing and/or in the
Demised Premises and the Building regardless of where said systems are located
in or about the Building (with the exception of the Supplemental Units, beyond
the one year period herein specified) installed by Landlord or existing in the
Demised Premises at the Commencement Date. The heating system will function when
seasonably required on business days from 8:00 a.m. to 7:00 p.m.and on Saturdays
from 8:00 a.m. to 1:00 p.m. The air-conditioning and ventilating systems will
function when seasonably required on business days from 8:00 a.m. to 7:00 p.m.
and on Saturdays from 8:00 a.m. to 1:00 p.m. Landlord shall have no
responsibility or liability for the ventilating conditions and/or temperature of
the Demised Premises during the hours or days Landlord is not required to
furnish heat, ventilation or air-conditioning pursuant to this subsection (b).
Landlord shall maintain the temperature in and throughout the Demised Premises
at 70 to 74 degrees (the "Temperature"), other than in the President's office
and the CEO's office, as indicated on Plan, as these spaces will have separate
heating and air conditioning not connected to the Building system and subject to
the Tenant's control. Landlord's obligation to maintain the Temperature is
conditioned upon (i) Tenant not over utilizing any area in the Demised Premises
(i.e. the assembly of large groups of people in any area beyond that set forth
in the Plan) and (ii) the heat generated from Tenant's equipment (i.e. personal
computers, printers, fax machines) in the Demised Premises. Tenant shall comply
with and observe all regulations and requirements prescribed by Landlord for the
proper functioning of the heating, ventilating and air-conditioning systems.
Landlord shall, at no cost to Tenant, supply HVAC from 8:00 A.M. to 8:00 P.M.
for an aggregate period of up to six days a year during the Christmas,
Valentines Day and Mother's Day season, which days shall be chosen by Tenant, in
its discretion upon ten (10) days written notice to Landlord. If Tenant shall
require air-conditioning, heating or ventilation at times when Landlord is not
required to furnish same, Tenant shall give Landlord reasonable advance notice
(oral or written)of such requirement and, provided Tenant is not in material
default after any applicable notice and grace period Landlord shall furnish same
to Tenant and Tenant shall pay within thirty (30) days of receipt of Landlord's
invoice Landlord's customary charges (which charges are currently at a rate of
$150.00 per hour but may escalate from time to time)therefor as additional rent.

                  (c) provide cleaning and janitorial services on business days,
which shall include cleaning of the bathrooms common areas and removal of trash
from the Demised Premises. Landlord represents that a day porter or matron will
clean the restrooms in the Building once per day on business days during normal
business hours and that the restrooms will be cleaned again each night after
normal business hours. A copy of the janitorial services provided to the
Building are annexed hereto as Exhibit "E".

                  (d) furnish hot and cold water for pantry and lavatory
purposes (including private restrooms in accordance with Exhibit "B").

(e) allow Tenant to utilize the Building's trash compactor at no additional
charge.

(f) provide an on site security guard from 7:00 A.M. to 9:00 P.M., Monday
through Friday who will circulate in and around the Building, including but not
limited to the lobby areas. If Tenant shall at any time request that Landlord
deactivate the passcard access system for the Building in order to permit Tenant
expanded after business hours access to the Building and the Demised Premises,
Landlord shall have the right, at Tenant's sole cost and expense, to post a
security guard at the Building for the duration of the time that the passcard
system is deactivated. Tenant shall promptly pay to Landlord upon demand the
cost of such security guard, which Landlord represents is presently $15 per
hour. In the event that the cost of security services increases, Tenant shall
pay to Landlord any such increased amount, provided that in no event shall
Landlord make any profit with respect to providing the security guard and that
such rates remain competitive.

(g) provide a security patrol car which shall circulate the parking lot of the
Building, seven days a week from 10:00 P.M. to 6:00 A.M. Tenant acknowledges and
agrees that Landlord may use the same security patrol car to patrol other
buildings in the Central Nassau County area presently owned, or hereinafter
acquired, by Landlord or affiliates of Landlord.


21.02. Landlord reserves the right, without any liability whatsoever and without
abatement of Fixed Annual Rent or additional rent, to stop the heating,
air-conditioning, elevator, plumbing, sanitary, electric and other systems when
necessary by reason of accident or emergency or for repairs, alterations,
replacements or improvements, provided that, except in the case of emergency,
Landlord will reasonably notify Tenant in advance, in writing, of any such
stoppage and, if ascertainable, its estimated duration, and will proceed
diligently with the work necessary to resume such service as promptly as
reasonably possible and in a manner so as to minimize interference with Tenant's
use and enjoyment of the Demised Premises. Landlord shall not be liable in any
way to Tenant for any failure of the heating, air-conditioning, elevator,
plumbing, sanitary, electric and other systems by reason of any failure or
defect in the supply or character of electric energy furnished to the Building
or the Demised Premises by the public utility serving the Building nor shall
Tenant be entitled to any rent abatement whatsoever in the event of such a
failure or interruption of service.

21.03. Landlord shall not be required to furnish any other services, except as
otherwise provided in this Lease.

21.04. Tenant acknowledges that the lower level gated parking area shall only be
accessible on Business Days from 7:00 A.M. Monday through 9:00 P.M. Friday.

                                   ARTICLE 22.
                           FAILURE TO GIVE POSSESSION

22.01. If the Demised Premises, any portion thereof, or any additional space to
be included within the Demised Premises shall not be available for occupancy by
Tenant on the specific date (if any) hereinbefore designated for the
commencement of term of this Lease or for the inclusion of such space for any
reason whatsoever, then this Lease shall not be affected thereby but, in such
case, said specific date shall be deemed to be postponed until the date when the
Demised Premises or such additional space shall be available for occupancy by
Tenant, and Tenant shall not be entitled to possession of those affected
portions of the Demised Premises or such additional space until the same are
available for occupancy by Tenant; provided, however, unless specifically set
forth in this Lease to the contrary, that Tenant shall have no claim against
Landlord, and Landlord shall have no liability to Tenant by reason of any such
postponement of said specific date, and the parties hereto further agree that
any failure to have the Demised Premises or such additional space available for
occupancy by Tenant on said specific date or on the Commencement Date shall in
no way affect the obligations of Tenant hereunder nor shall the same be
construed in anyway to extend the term of this Lease and furthermore, this
Section 22.01 shall be deemed to be an express provision to the contrary of
Section 223-a of the Real Property Law of the State of New York and any other
law of like import now or hereafter in force.

Notwithstanding anything herein to the contrary, provided (i)Tenant approves the
Plan for the Original Premises by no later than June 20, 2005 in accordance with
Article A(2) and (ii) there are no Tenant Delays, as hereinbefore defined, in
the event Landlord is unable to substantially complete Landlord's Work in the
Original Premises by October 15, 2005, Tenant shall receive a rent abatement
equal to one (1) day of Fixed Annual Rent for each day subsequent to October 15,
2005 in which Landlord's Work is not substantially completed. In the event
Landlord's Work is not substantially completed by November 1, 2005 the rent
abatement shall be increased from one (1) day of Fixed Annual Rent for each day
of delay to two (2) days of Fixed Annual Rent for each day of delay.

                                   ARTICLE 23.
                           INVALIDITY OF ANY PROVISION

23.01. If any term, covenant, condition or provision of this Lease or the
application thereof to any circumstance or to any person, firm or corporation
shall be invalid or unenforceable to any extent, the remaining terms, covenants,
conditions and provisions of this Lease or the application thereof to any
circumstances or to any person, firm or corporation other than those as to which
any term, covenant, condition and provision of this Lease shall be valid and
shall be enforceable to the fullest extent permitted by law.

                                   ARTICLE 24.
                                    BROKERAGE

24.01. Each party hereto covenants, represents and warrants to the other that
they have had no dealings or negotiations with any broker or agent other than
the Broker(s)(as hereinbefore defined)in connection with the consummation of
this Lease, and each party covenants and agrees to pay, hold harmless and
indemnify the other from and against any and all cost, expense (including
reasonable attorneys' fees and costs) and liability in connection with any
compensation, commissions or charges claimed by any broker or agent, other than
the Brokers, with respect to this Lease or the negotiation thereof.

                                   ARTICLE 25.
                                  SUBORDINATION

25.01. This Lease is and shall be subject and subordinate to all present and
future ground or underlying leases and to all mortgages, options, and building
loan agreements that may now or hereafter affect such leases or the real
property of which the Demised Premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such ground or
underlying leases, options, building loan agreements and mortgages. The
provisions of this Section 25.01 shall be self-operative and no further
instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall execute and deliver promptly at its own cost and
expense any instrument, in recordable form, if required, that Landlord, the
lessor of any ground or underlying lease or the holder of any such mortgage or
any of their respective successors in interest or assigns may request to
evidence such subordination. Tenant shall be liable to Landlord for damages,
including actual, consequential and punitive damages, caused by Tenant's failure
to deliver a subordination agreement in form acceptable to Landlord and the
party requesting same.

          Landlord shall obtain a non-disturbance agreement from the existing,
and all future lenders that have a mortgage interest in the Building
("Mortgagee"), as well as any party in which Landlord may convey the Building or
ground lease ("Future Owner") substantially similar to provisions set forth in
the Subordination Non-Disturbance and Attornment Agreement ("SNDA")annexed
hereto as Exhibit "F" within ninety (90) days (but in no event sooner than
ninety (90) days from the Commencement Date) or the conveyance of the mortgage
interest, ground lease or title, as the case may be.

25.02. In the event of a termination of any ground or underlying lease, or if
the interests of Landlord under this Lease are sold, transferred by reason of,
or assigned in lieu of, a mortgage or if the holder of any mortgage acquires
this lease in substitution therefor, then Tenant, at the option of the lessor
under such ground or underlying lease or such mortgagee or purchaser, assignee
or lessee, as the case may be, either (i) will attorn to it as if said lessor,
such mortgagee or purchaser, assignee or lessee, were the landlord originally
named in this Lease, or (ii) will enter into a new lease with said lessor or
such mortgagee or purchaser, assignee or lessee, as landlord, for the remaining
term of this Lease and otherwise on the same terms and conditions as this Lease.
The foregoing provisions of clause (i) of this Section 25.02 shall inure to the
benefit of such lessor, mortgagee, purchaser, assignee or lessee and the Tenant,
shall be self-operative upon the exercise of such option, and no further
instrument shall be required to give effect to said provisions. Tenant, however,
upon demand of any such lessor, mortgagee, purchaser, assignee or lessee, shall
execute, from time to time, instruments in confirmation of the foregoing
provisions of this Section 25.02, reasonably satisfactory to the Tenant and to
any such lessor, mortgagee, purchaser, assignee or lessee, acknowledge in such
attornment and setting forth the terms and conditions of its tenancy.

25.03. Intentionally Omitted.

                                   ARTICLE 26.
                              CERTIFICATE OF TENANT

26.01. Tenant, without charge, at any time and from time to time, within fifteen
(15) days after request by Landlord, shall deliver a written instrument to
Landlord or to any other person, firm or corporation specified by Landlord, duly
executed and acknowledged, certifying, among other things (it being expressly
understood and agreed that the list of items below shall not act to limit the
scope of items as to which Landlord may request Tenant to certify):

                  (a) that this Lease is unmodified and in full force and effect
or, if there has been any modification, that the same is in full force and
effect as modified and stating any such modification, that there is no existing
basis to cancel or terminate this Lease, or shall advise otherwise, and to the
best of Tenant's knowledge Landlord is not in default thereunder, provided that
is in fact the case;

                  (b) whether the term of this Lease has commenced and rent
become payable thereunder, and whether Tenant is in possession of all of the
Demised Premises except for such portions of the Demised Premises that have been
sublet or being held for sublet pursuant to the provisions of this Lease;

                  (c) whether or not there are then existing any defenses or
offsets that are not claims under paragraph (e) of this Section 26.01 against
the enforcement of any of the agreements, terms, covenants, or conditions of
this Lease and any modification thereof upon the part of Tenant to be performed
or complied with, and, if so, specifying the same;

                  (d) the amount of the Fixed Annual Rent payable under this
Lease and the dates to which the Fixed Annual Rent and additional rent and other
charges thereunder have been paid;

                  (e) whether or not Tenant has made any claims against Landlord
under this Lease and, if so, the nature and the dollar amount, if any, of such
claim.

Tenant acknowledges and agrees that any estoppel certificate delivered by Tenant
may be relied upon by any prospective purchaser of the Building, any lender,
mortgagee, lessee, assignee or other party as Landlord may designate.

26.02. It is expressly understood and agreed by Tenant that it shall be an event
of default under this Lease for Tenant to fail to deliver the certificate
required by this Article 26, in the form requested by Landlord or to demand any
concession or payment of any kind or nature in connection with the delivery of
this certificate. It is further expressly understood and agreed that delivery of
this certificate shall not be excused as a result of Tenant asserting any claims
against Landlord. Tenant agrees that it shall be liable to Landlord for damages
and all costs incurred as a result of Tenant's delay or failure to deliver such
certificate in a timely fashion (including reasonable attorneys' fees). Without
limiting the generality of the foregoing, if Tenant shall fail to deliver to
Landlord an estoppel certificate within fifteen (15) days after Landlord's
request for the same, if the same is not executed and returned to Landlord
within ten (10) days of Landlord's second request for the same, in addition to
damages, Tenant shall pay to Landlord an administrative fee of $250.00 per day
that the estoppel certificate is not so delivered.

                                   ARTICLE 27.
            LEGAL PROCEEDINGS; WAIVER OF JURY TRIAL; ATTORNEYS' FEES

27.01. Landlord and Tenant hereby waive trial by jury in any action, proceeding
or counterclaim brought by either of the parties hereto against the other on any
matters whatsoever arising out of or in anyway connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Demised
Premises, and/or any other claims (except claims for personal injury or property
damage), and any emergency statutory or any other statutory remedy. If Landlord
commences any summary proceeding for non-payment of rent, Tenant shall not
interpose and hereby waives the right to interpose any counterclaim of whatever
nature or description in any such proceeding with the exception of any
compulsory counterclaim. Notwithstanding the foregoing, Tenant shall be entitled
to commence a separate action or proceeding against Landlord regarding any claim
or defense it may have against Landlord. Tenant shall reimburse Landlord, in
such amounts as determined by the court, for all costs and expenses (including
reasonable attorneys' fees and disbursements and court costs, whether in
connection with an action or proceeding commenced by Landlord, by Tenant, by a
third party or otherwise) incurred by Landlord in connection with (i) enforcing
Tenant's obligations under this Lease, (ii) the termination of this Lease and
the eviction of Tenant through summary or other proceedings or for any other
relief against Tenant including the recovery of damages pursuant to Article 18
hereof, (iii) recovering any sums due under this Lease or any damages for
Tenant's breach of the terms of this Lease, (iv) the defense of any claim
against Landlord or any shareholder partner, officer, director, employee, agent
or servant of Landlord arising under this Lease, whether brought by Tenant or a
third party , and (v) as otherwise provided in this Lease. All such amounts
shall be deemed to be additional rent, but shall be collectible whether incurred
before or after the expiration or termination of this Lease.

27.02. Provided Tenant prevails on the merits, Landlord shall reimburse Tenant,
as determined by the court, for all reasonable costs and expenses (including
reasonable legal fees and disbursements and court costs) incurred by Tenant in
connection with (i) enforcing Landlord's obligations under this Lease, and (ii)
the wrongful termination of this Lease by Landlord, (iii) recovering any sums
due under this Lease or any damages for Landlord's breach of the terms of this
Lease but only to the extent the right to damages against Landlord, if any, are
specifically set forth in this Lease; and (iv) the defense of any claim against
Tenant or any shareholder, partner, officer, director, employee, agent or
servant of Tenant arising under the Lease due to Landlord's failure to comply
with the terms of this Lease.

                                   ARTICLE 28.
                              SURRENDER OF PREMISES

28.01. Upon the expiration or other termination of the term of this Lease,
Tenant shall quit and surrender the Demised Premises to Landlord, broom clean,
in good order and condition, ordinary wear and tear and damage excepted, and
Tenant shall remove all of its high density file systems and the like, trade
fixtures, equipment and personal property (collectively, the "Leasehold
Improvements")as herein provided. Without limiting the generality of the
foregoing, Tenant shall remove, upon the expiration or earlier termination of
this Lease, signage and rooftop equipment and all such other items installed in
or on the Building and the Demised Premises by Tenant. Tenant's obligation to
observe or perform this covenant shall survive the expiration or other
termination of the term of this Lease. If Tenant shall fail to remove its
Leasehold Improvements, signage and Rooftop Equipment from the Demised Premises
upon the expiration or earlier termination of this Lease, such Leasehold
Improvements Rooftop Equipment, signage property shall be deemed abandoned by
Tenant and Landlord shall have the right to remove such property and dispose of
same in any manner that Landlord deems appropriate, in its sole and absolute
discretion. Landlord shall have no liability to Tenant for such Leasehold
Improvements Rooftop Equipment and signage or any damage thereto as a result of
such removal, it being expressly understood and agreed that Landlord may do
whatever it wishes with Leasehold Improvements, the Rooftop Equipment and
signageleft in the Demised Premises after the expiration or earlier termination
of this Lease. Tenant shall be liable to Landlord for all damages, costs and
expenses associated with the removal of any of Tenant's Leasehold Improvement,
Rooftop Equipment and signage from the Demised Premises. The provisions of this
Section 28.01 shall survive the expiration or earlier termination of this
Lease.28.02. Tenant acknowledges that possession of the Demised Premises must be
surrendered to Landlord at the expiration or earlier termination of the term of
this Lease. The parties recognize and agree that the damage to Landlord
resulting from any failure by Tenant to timely surrender possession of the
Demised Premises as aforesaid may be substantial, may exceed amount of the
monthly rent and additional rent theretofore payable hereunder, and maybe
impossible to accurately measure. Tenant therefore agrees that if possession of
the Demised Premises is not surrendered to Landlord within 48 hours after the
expiration or earlier termination of the term of this Lease, then,
notwithstanding anything to the contrary contained in this Lease, Tenant shall
pay to Landlord for each month and for each portion of any month during which
Tenant holds over in the Demised Premises after the expiration or sooner
termination of the term of this Lease, rent at a rate equal to the greater of
(a) one hundred and fifty percent (150%) of that portion of the Fixed Annual
Rent and additional rent that was payable under this Lease for the last month of
the term hereof Nothing herein contained shall be deemed to permit Tenant to
retain possession of the Demised Premises after the expiration or sooner
termination of the term of this Lease. The provisions of this Section 28.02
shall survive the expiration or earlier termination of this Lease.

                                   ARTICLE 29.
                              RULES AND REGULATIONS

29.01. Tenant and Tenant's invitees, employees and agents shall observe
faithfully and comply strictly with such Rules and Regulations as Landlord or
Landlord's agents may reasonably adopt from time to time (a copy of the present
Rules and Regulations are annexed hereto as Exhibit C); provided, however, that
in case of any conflict or inconsistency between the provisions of this Lease
and of any of the Rules and Regulations as originally or as hereafter adopted,
the provisions of this Lease shall control. Reasonable written notice of any
changes to the Rules and Regulations shall be given to Tenant. Landlord shall
uniformly enforce the Rules and Regulations and shall not enforce the Rules and
Regulations against Tenant in a discriminatory manner.

29.02. Landlord shall have no liability to Tenant, nor shall Tenant be entitled
to any abatement of rent whatsoever, as a result of the failure of any other
tenant in the Building to comply with the Rules and Regulations or for the
failure of Landlord to enforce the Rules and Regulations in any respect.

                                   ARTICLE 30.
                             CONSENTS AND APPROVALS

30.01. Wherever in this Lease Landlord's consent or approval is required, if
Landlord shall unreasonably delay, condition, or withhold such consent or
approval (unless Landlord has the right to grant such approval in its sole and
absolute discretion, in which event Tenant shall have no claim or remedy against
Landlord whatsoever), Tenant in no event shall be entitled to make, nor shall
Tenant make, any claim, and Tenant hereby waives any claim, for money damages
(nor shall Tenant claim any money damages by way of set-off, counterclaim or
defense) based upon any claim or assertion by Tenant that Landlord unreasonably
withheld or unreasonably delayed its consent or approval. Tenant's sole remedy
shall be an action or proceeding to enforce any such provision, for specific
performance, injunction or declaratory judgment. The losing party shall pay all
of the prevailing party's costs in, including but not limited to all reasonable
attorney's fees connection with the claim, action or proceeding.

                                   ARTICLE 31.
                                     NOTICES

31.01. Any notice, demand, consent, approval, disapproval, or statement
(collectively, "Notices") from Landlord to Tenant or from Tenant to Landlord
shall be in writing and shall be deemed duly given: (i) if mailed by certified
mail, postage prepaid, return receipt requested, (ii) if sent via nationally
recognized overnight mail carrier with receipt acknowledged, or (iii) only in
the case of Notices that are Escalation Statements or bills for rent, if mailed
by first class mail, postage prepaid, to the address(es) for Notices set forth
in this Article 31. Notices to Tenant shall be sent to the address of Tenant set
forth on page 1 of this Lease until Tenant shall be in occupancy of the Demised
Premises and, thereafter, to the Demised Premises. Any Notices to Tenant, with
the exception of billing invoices, shall also be sent to Gallagher, Walker,
Bianco & Plastaras, Esqs.98 Willis Avenue, Mineola, New York 11501 to the
attention of Gerard M. Gallagher, Esq. or such other address as Tenant, or their
attorneys, may designate in writing from time to time. Landlord's attorney shall
be entitled to serve any required notices hereunder on behalf of Landlord.
Notices to Landlord shall be sent (i) to the address of Landlord set forth on
page 1 of this Lease or (ii) to such other address as Landlord shall have last
designated by notice in writing to Tenant. Notice shall be deemed given on the
third (3rd) business day after depositing same in an official depository of the
United States Postal Service (or successor organization) or, if given by
nationally recognized overnight mail carrier, upon delivery to Landlord or
Tenant, as the case may be.

31.02. Notwithstanding anything to the contrary contained in this Lease, prior
to entering in and upon the Demised Premises (except in the case of an
emergency, in which event this clause shall be inapplicable), Landlord shall
provide Tenant with written notice of such planned entry at least twenty four
(24) hours prior thereto, and shall, in such notice, provide Tenant with the
approximate time of such entry. Said written notice may be in any reasonable
format such as a facsimile, hand delivered or mail delivered letter, email or
other generally acceptable format. Landlord shall not be required to deliver
such a notice to any party other than Tenant at the Demised Premises.

                                   ARTICLE 32.
                                    NO WAIVER

32.01. No agreement to accept a surrender of this Lease shall be valid unless in
writing signed by Landlord. No employee of Landlord or of Landlord's agents
shall have any power to accept the keys to the Demised Premises prior to the
termination of this Lease. The delivery of keys to any employee of Landlord or
Landlord's agent shall not operate as termination of this Lease or a surrender
of the Demised Premises. If Tenant at any time desires to have Landlord sublet
the Demised Premises for Tenant's account, Landlord or Landlord's agents are
authorized to receive said keys for such purpose without releasing Tenant from
any of the obligations under this Lease. The failure of either party to seek
redress for violation of, or to insist upon the strict performance of, any
covenant or condition of this Lease or any of the Rules and Regulations adopted
by Landlord, shall not prevent a subsequent act, which would have originally
constituted a violation, from having all the force and effect of an original
violation. The receipt by Landlord of rent, nor the payment of such rent by
Tenant, with knowledge by either party of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach. The failure ofLandlord to
enforce (or the Tenant to insist upon enforcement) of any of the Rules and
Regulations shall not be deemed a waiver by either party of any violation
thereof or of Landlord's right to enforce, or Tenant's right to insist upon
enforcement,same according to their terms in the future. No provision of this
Lease shall be deemed to have been waived by either party, unless such waiver is
in writing signed by the party to be charged by the waiver. Except as may be
specifically set forth to the contrary, no payment by Tenant or receipt by
Landlord of a lesser amount than the full Fixed Annual Rent and additional rent
stipulated herein shall be deemed a satisfaction of Tenant's obligations
hereunder. All partial payments shall be applied to the earliest outstanding
amounts owed by Tenant to Landlord. No endorsement or statement on any check or
any letter accompanying any check or payment of rent shall be deemed an accord
and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy provided in this Lease.

                                   ARTICLE 33.
                                   DEFINITIONS

33.01. Except as otherwise set forth to the contrary herein, the term "Landlord"
as used in this Lease means only the owner, or the mortgagee in possession, for
the time being of the Land and Building (or the owner of a lease of the Building
or of the Land and Building), so that in the event of any transfer of title to
said Land and Building or said lease, or in the event of a lease of the
Building, or of the Land and Building, upon notification to Tenant of such
transfer or lease the said transferor landlord shall be and hereby is entirely
freed and relieved of all existing or future covenants, obligations and
liabilities of Landlord hereunder, and it shall be deemed and construed as a
covenant running with the land without further agreement between the parties or
their successors in interest, or between the parties and the transferee of title
to said Land and Building or said lease, or the said lessee of the Building, or
of the Land and Building, that the transferee or the lessee has assumed and
agreed to carry out any and all such covenants, obligations and liabilities of
Landlord hereunder.

33.02. The term "business days" as used in this Lease shall exclude Saturdays,
Sundays and all days observed by the federal, state or local government as legal
holidays as well as all other days recognized as holidays under applicable union
contracts.

33.03. The term "Interest Rate" shall mean a fluctuating rate of interest per
annum equal to the lesser of (a) 1% above the prime commercial lending rate of
interest listed from time to time by Citibank, N.A., or, if such bank is no
longer in business, such other lending institution as the Landlord shall
designate in its reasonable discretion or (b) the maximum applicable legal rate
of interest, if any.

33.04. The term "Life Safety System" shall mean those safety systems required by
federal, state and local law in connection with the Building.

33.05    The term "Affiliates" with respect to Tenant, shall mean any person or
         entity directly or indirectly controlling, controlled by, or under
         common control with Tenant.


                                   ARTICLE 34.
                              INABILITY TO PERFORM

34.01. Except as may be otherwise specifically set forth to the contrary, this
Lease and the obligation of Tenant to pay rent hereunder and to perform all of
the other covenants and agreements hereunder on the part of Tenant to be
performed shall in no way be affected, impaired or excused because Landlord is
unable to fulfill any of its obligations under this Lease or 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 so doing by reason of strike
or labor troubles or any cause whatsoever beyond the reasonable control of
Landlord including, but not limited to, government preemption in connection with
a National Emergency or by reason of any rule, order or regulation of any
department or subdivision thereof or any government agency or by reason of the
conditions of supply and demand which have been or are affected by war or other
emergency, provided however, Landlord shall be required to promptly notify
Tenant, in writing, of its inability to perform under this Lease and shall
promptly resume performance as soon as said impediment is no longer present.

                                   ARTICLE 35.
           ENTIRE AGREEMENT; NO REPRESENTATIONS; NO ORAL MODIFICATION

35.01. This Lease and the Schedules attached hereto set forth all of the
covenants, promises, assurances, agreements, representations, conditions,
warranties, statements and understandings (collectively, the "Representations")
between Landlord and Tenant concerning the Demised Premises and the Building,
and there are no Representations, either oral or written, between Landlord and
Tenant other than those set forth in this Lease.

35.02. This Lease supercedes and revokes all previous negotiations,
arrangements, letters of intent, offers to lease, lease proposals, brochures,
Representations, and information conveyed whether oral or in writing, between
Landlord and Tenant or their respective representatives or any other person
purporting represent Landlord to Tenant. Tenant acknowledges that it has not
been induced to enter into this Lease by any Representations of Landlord not
expressly set forth in this Lease, it has not relied on any such
Representations, no such Representations shall be used in the interpretation or
construction of the Lease, and Landlord shall have no liability for any
consequences arising as a result of any such Representations.

35.03. Except as otherwise provided in this Lease, no subsequent alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless in writing and signed by the party against whom enforcement of the
alteration, amendment, change or addition is sought.

                                   ARTICLE 36.
                        NON-LIABILITY AND INDEMNIFICATION

36.01. Neither Landlord nor any partner, member, director, officer, agent,
servant or employee of Landlord shall be liable to Tenant for any loss, injury
or damage to Tenant or to any other person, or to its or their property,
irrespective of the cause of such injury, damage or loss. exceptto the extent
the same are caused by or result from the negligence or willful misconduct of
Landlord, its agents, servants or employees in the operation or maintenance of
the Demised Premises or the Building.
36.02. Tenant shall indemnify and hold harmless Landlord and all lessors under
underlying leases, of, and mortgagees under mortgages affecting, the Land and/or
the Building and its and their respective partners, members, directors,
officers, agents and employees from and against any and all claims arising from
or in connection with the use or occupation of the Demised Premises by Tenant or
anyone in the Demised Premises with Tenant's permission or from any breach of
this Lease by Tenant.

36.03 Landlord shall indemnify and hold harmless Tenant and its Affiliates and
their respective directors, officers, agents and employees from and against any
and all claims arising from or in connection with the ownership, operation or
maintenance (to the extent Landlord is responsible for the same) of the Demised
Premises or the Building by Landlord, its agents or employees or from any breach
of this Lease by Landlord. This provision shall at no time be deemed to create
any third party beneficiary rights between Tenant and Landlord's insurance
carrier.

                                   ARTICLE 37.
                        LICENSE TO USE ROOF IN CONNECTION
                         WITH SATELLITE DISH AND ANENNAS

37.01. Provided Tenant is not in default under the terms of this Lease beyond
any applicable notice and cure period, Tenant, upon ten (10) days written notice
to Landlord shall have the right to install a Satellite Dish, antennas and other
equipment/infrastructure supporting Tenant's operations (collectively,
"Satellite Equipment") on the roof of the Building on the following conditions:

(1)      Tenant shall have the right to install the  Satellite Equipment at no
additional charge to Tenant;

                  (2)Tenant may only run cable and conduits from the Satellite
                      Equipment to the Demised Premises (which shall include the
                      Expansion Space subsequent to its lease commencement date)
                      in the manner and location approved by Landlord, but in no
                      event through any other tenant's premises. Tenant shall
                      repair any damage to the roof or other parts of the
                      Building caused by the installation, presence, use of and
                      removal of the Satellite Equipment and any related cables,
                      conduits or equipment installed by or on behalf of Tenant;

                  (3) The Satellite Equipment, cables and conduits shall remain
                      the property of Tenant for the term of this Lease. Upon
                      the expiration of the Lease term, Tenant, at its sole cost
                      and expense, shall remove the Satellite Equipment and any
                      related cables, conduits or equipment and repair any
                      damage to the Building caused by the installation, use or
                      removal;

                  (4) Tenant shall provide Landlord with a survey describing the
                      proposed mounting method, location, point of entry to the
                      Building and cable route, which will require Landlord's
                      approval,which shall not be unreasonably withheld,
                      conditioned or delayed, prior to installation;

                  (5) Tenant may not hire any contractor to install the
                      Satellite Equipment without Landlord's prior written
                      consent, which consent shall not be unreasonably withheld,
                      conditioned or delayed. Tenant shall promptly notify
                      Landlord of the name of the contractor and provide
                      Landlord with whatever information Landlord deems
                      necessary in determining whether the contractor is
                      acceptable. All work shall be conducted by workmen bonded
                      in amounts reasonably acceptable to Landlord. Furthermore,
                      Tenant will provide insurance coverage and certificates in
                      the amounts more specifically set forth in the Lease,
                      naming Landlord, its lender, its managing agent, and any
                      and all other parties required by Landlord, as additional
                      insured;

                  (6) Tenant shall at no time create a nuisance or unreasonably
                      interfere with the rights of other tenants in the Building
                      or the use of common areas, elevators or stairways;

                  (7) Tenant will apply for all necessary approvals, permits and
                      licenses at no cost to Landlord. Tenant and its
                      contractors shall not perform any work unless and until
                      all necessary approvals, permits and licenses have been
                      obtained by Tenant. Tenant shall provide Landlord with
                      copies of all applications for approvals, permits and
                      licenses as well as all approvals, permits and licenses
                      issued prior to the commencement of any work for
                      Landlord's prior review;

                  (8) Tenant will provide Landlord with certificates of
                      completion and lien releases. Tenant warrants that no
                      mechanic's lien will attach as a result of the
                      installation and in the event a mechanic's lien is filed,
                      the same will be bonded and discharged within no more
                      than ten (10) days;(9) Tenant agrees that the use of the
                      Satellite Equipment will not materially interfere with the
                      transmission or reception equipment presently or
                      subsequently located on the Building. If the installation
                      of the Satellite Equipment should cause measurable
                      interference, Tenant shall eliminate it in a timely manner
                      after notice from Landlord. Furthermore, if the placement
                      of the Satellite Equipment in any way unreasonably
                      interferes with the Landlord's use of the roof, upon
                      written notice from Landlord, Tenant shall, at its sole
                      cost and expense, relocate the Satellite Equipment to a
                      different portion of the roof agreed upon by Landlord; and
                (10)  Tenant will indemnify and hold Landlord its agents,
                      employees harmless from and against all liability,
                      damages, costs and expenses, including reasonable
                      attorney's fees, incurred by Landlord arising out of or in
                      connection with Tenant's installation, use, maintenance
                      and removal of the Satellite Equipment, cables and
                      conduits.

                                   ARTICLE 38.
                                     SIGNAGE

38.01. 38.01. At the inception of the Lease, Landlord, at its sole cost and
expense, shall affix the Tenant's name to the building directory and to the
standard signage provided by the Landlord at the entrance to the Demised
Premises. Thereafter, if the Tenant wishes to change the nomenclature on the
signage it shall be done through the Landlord's office, with the Landlord's
express consent, which shall not be unreasonably withheld conditioned or delayed
and at the Tenant's sole cost and expense. If Tenant affixes any signage in
violation of this provision, among other remedies, Landlord may, without notice
to Tenant, remove and discard same and Tenant shall be immediately liable to
Landlord for the cost of such removal and the restoration of the Building
associated with such removal.

38.02. To the maximum extent permitted by zoning laws and regulations, by
variance or otherwise, Tenant, at its sole cost and expense, shall have (i) the
exclusive right (exclusive to any and all present and future tenants of the
Building, the Landlord, and any third parties) to exterior signage above the
first floor of the Building for its name or any of its subsidiaries' names, on
four sides (north, south, east, and west)of the Building as designated by
Tenant("Exterior Building Signage"), (ii) the right to install exterior retail
signage at the level of the first floor on the front (Southside) of the Building
("Exterior Retail Signage"), (iii) the exclusive right to install exterior
signage on or about the rear (Northside) of the parking garage visible from the
Long Island Railroad tracks ("Exterior Parking Garage Signage"), (iv) the
exclusive right to install exterior signage on and in conjunction with the
existing monument sign depicting the address of the Building, but in no event
shall it interfere with the existing lettering set forth on the sign ("Monument
Sign"), and (v) the right to install temporary exterior signage during the
Mother's Day peak selling period, which temporary signage shall cover, in whole
or in part, Tenant's Exterior Signage. Collectively the Exterior Building
Signage, Exterior Retail Signage, Exterior Parking Garage Signage and Monument
Sign may be referred to as "Exterior Signage". Tenant shall not be required to
obtain the approval or consent of Landlord to install said Exterior Signage to
the extent that Channel Letter signage similar to the signage used by Tenant at
its existing premises (1600 Stewart Avenue, Westbury, NY) is used. In addition,
Tenant shall be permitted to install any other interior or exterior signage
subject to the approval and consent of Landlord, which approval and consent
shall not be unreasonably withheld, conditioned or delayed.


38.03 Tenant shall be responsible for the installation and maintenance and
repair of the signage and shall remove the same so that the area is in
substantially the same condition, reasonable wear and tear excepted, as
immediately prior to the installation or erection of any Exterior Signage upon
the expiration or earlier termination of this Lease. Tenant shall at all times
comply with the terms set forth in Article 6 above (except as may be
specifically contrary herein) and acknowledges and agrees that Tenant shall be
responsible for any and all of Landlord's costs in connection with the signage.
In addition, Tenant shall indemnify and defend Landlord solely in connection
with any claims that may be made against Landlord, or losses sustained by
Landlord, directly due to or solely in connection with the signage (whether it
be directly due to the actual existence of the signage or with respect to the
installation, maintenance, or removal of the signage, or due to any damage or
repair required to the Building or elsewhere.
38.04 Tenant shall be responsible for any and all costs in connection with the
illumination of the Exterior Signage, including but not limited obtaining
electricity to the signage (via sub-meter) as well as the electric charges
associated with the illumination of the signage.

                                   ARTICLE 39.
                    HAZARDOUS MATERIALS/ENVIRONMENTAL MATTERS
39.01. As used herein, "Hazardous Materials Laws" means all federal, state and
local laws, statutes, ordinances and regulations, rules, rulings, policies,
orders and administrative actions and orders relating to industrial hygiene,
environmental protection or the use, analysis, generation, manufacture, storage,
disposal or transportation of any oil, flammable explosives, asbestos, urea,
formaldehyde, radioactive materials or waste, infectious waste, or other
hazardous, toxic, contaminated or polluting materials, substances or wastes,
including, without limitation, any "hazardous substances," "hazardous wastes,"
"hazardous materials" or "toxic substances" under any such laws, ordinances or
regulations (collectively, Hazardous Materials"). Tenant shall, at its own
expense, at all times and in all respects: (i) comply with all Hazardous
Materials Laws regarding Hazardous Materials introduced in or about the Building
by or at the direction of Tenant or in connection with Tenant's use of the
Premises ("Tenant's Hazardous Materials"); and (ii) procure, maintain in effect
and comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals relating to Tenant's Hazardous Materials
within, on, under or about the Building in conformity with all applicable
Hazardous Materials Laws and prudent industry practices regarding management of
such Hazardous Materials. Landlord recognizes and agrees that Tenant may use
Tenant's Hazardous Materials in normal quantities that are applicable to general
office use and that such use by Tenant shall not be deemed a violation of this
Section, so long as the levels are not in violation of any Hazardous Materials
Laws. Upon termination or expiration of the term of this Lease, Tenant shall, at
its own expense, cause all of Tenant's Hazardous Materials to be removed from
the Demised Premises and the Building and transported for use, storage or
disposal in accordance and in compliance with all applicable Hazardous Materials
Laws. Tenant shall indemnify, protect, defend (by counsel reasonably acceptable
to Landlord), and hold Landlord and Landlord's employees, agents, principals,
partners, shareholders, members, attorneys, accountants, professionals and other
representatives, free and harmless from and against any and all claims,
liabilities, penalties, forfeitures, losses and expenses (including attorneys'
fees) or death of in injury to any person or damage to any property whatsoever,
including, without limitation, the Building common area, arising from or caused
in whole or in part, directly or indirectly, by the presence in or about the
Building of any of Tenant's Hazardous Materials or by Tenant's failure to comply
with any Hazardous Materials Laws regarding Tenant's Hazardous Materials or in
connection with any removal, remediation, clean up, restoration and materials
required hereunder to return the Demised Premises and any other property of
whatever nature to their condition existing prior to the appearance of Tenant's
Hazardous Materials. Landlord shall have the right from time to time, upon
reasonable prior written notice, to enter in and upon the Demised Premises and
to inspect same for the presence of Hazardous Materials and for Tenant's
compliance with all Hazardous Materials Laws.

39.02. A. Landlord represents and warrants that any handling, transportation,
storage, treatment or usage of Hazardous Materials that has occurred in the
Building and/or in, on, or under the Land was in compliance with all applicable
federal, state and local laws, regulations and ordinances. Landlord further
represents and warrants that no leak, spill, discharge, emission or disposal of
Hazardous Materials has occurred in the Building and/or in, on, or under the
Land and that the soil, groundwater and soil vapor in the Building and/or on or
under the Land is, or will be, free of Hazardous Materials as of the date
hereof. Landlord agrees to indemnify, defend and hold Tenant and its officers,
partners, directors, shareholders, Affiliates, employees and agents harmless
from any claims, judgments, damages, fines, penalties, costs (including
reasonable attorney, consultant and expert fees), liabilities (including sums
paid in settlement of claims) or loss which arise during or after the Lease term
or any thereof, in connection with the presence of Hazardous Materials in the
soil, groundwater, or soil vapor in, on or under the Building and/or the Land,
unless such Hazardous Materials are present as the result of the acts of Tenant,
its officers, employees or agents. Without limiting the generality of the
foregoing, this indemnification shall survive the expiration of this Lease and
does specifically cover costs incurred in connection with any investigation of
site conditions or any cleanup, remedial, removal or restoration work required
by any federal, state or local governmental agency or political subdivision
because of the presence of Hazardous Materials in the soil, groundwater or soil
vapor in, on or under the Building and/or the Land, unless the Hazardous
Materials are present as the result of the acts of Tenant, its officers, agents
or employees. Without limiting the generality of the foregoing, this
indemnification shall also specifically cover costs in connection with:

                1.       Hazardous Materials present or suspected to be present
                         in the soil, ground water or soil vapor in, on or under
                         the Building and/or the Land before the date hereof; or

                2.       Hazardous Materials that migrate, flow, percolate,
                         diffuse or in any way move into, onto or under the
                         Building and/or on the Land after date hereof; or

3.                       Hazardous Materials present in, on or under the
                         Building and/or the Land as a result of any discharge,
                         dumping, spilling (accidental or otherwise) onto or
                         into the Building and/or the Land during or after the
                         Lease term or any extension thereof by any person or
                         entity.

39.03. Landlord and Tenant shall comply with all laws, ordinances and
regulations of the State of New York and the County of Nassau regarding the
disclosure of the presence or danger of Tenant's Hazardous Materials. Tenant
acknowledges and agrees that all reporting and warning obligations required
under the Hazardous Materials Laws with respect to Tenant's Hazardous Materials
are the sole responsibility of Tenant, whether or not such Hazardous Materials
Laws permit or require Landlord to provide such reporting or warnings, and
Tenant shall be responsible for complying with such Hazardous Materials Laws
regarding the disclosure of, the presence or danger of Tenant's Hazardous
Materials. Landlord and Tenant shall each immediately notify the other, in
writing, of any complaints, notices, warnings, reports or asserted violations of
which it becomes aware relating to Hazardous Materials on or about the Premises.
Landlord and Tenant shall each immediately notify the other if either knows or
has reason to believe Hazardous Materials have or will be released in or about
the Building.

39.04. Tenant shall not perform or cause to be performed, any Hazardous
Materials surveys, studies, reports or inspection, relating to the Demised
Premises or the Building without obtaining Landlord's advance written consent,
which consent may be withheld in Landlord's sole and absolute discretion. At any
time prior to the expiration of the Lease Term, Landlord shall have the right
(in case of an emergency, with no notice and in cases of non-emergency, upon not
less than five (5) days written notice to Tenant) to enter upon the Demised
Premises in order to conduct appropriate tests and to deliver to Tenant the
results of such tests to demonstrate that levels of any Hazardous Materials in
excess of permissible levels has occurred as a result of Tenant's use of the
Demised Premises.

39.05. Tenant is advised that there is present within the Building certain
material which has been identified as asbestos containing material ("ACM").
Landlord represents and warrants to Tenant that as of the respective
Commencement Date that such ACM has been properly abated from the Original
Premises and the Expansion Space in accordance with industry standards and shall
not pose a health risk to Tenant, its agents, employees, customers and visitors.
The ACM is or may be located in the area in the hung ceiling of the common areas
of the Building and the shafts and chases located throughout the Building.

         (a) Tenant is advised that due to the presence of this ACM, Tenant must
not at any time enter upon or open the ceiling in the common areas of the
Building or enter upon any shaft areas or penetrate any of the walls of the
Demised Premises. Tenant must advise all those that are in the Tenant's employ
or are its independent contractor's of the condition as stated.

         (b) It is expressly understood and made a covenant of this Lease that
the Tenant shall not, without Landlord's prior written consent, enter upon,
allow any person, firm or corporation to enter upon the areas concealed by the
ceiling, the walls and any concealed area within the Demised Premises for any
reason whatsoever including but not limited to changing wiring, installing
wiring, cables or other conduits within the ceiling plenum.

         (c) Tenant is advised that entry into such areas shall be only under
the Landlord's supervision and the supervision of the Asbestos Contractor or
Asbestos Consultant retained by the Landlord. All costs associated with such
supervision and entry through the use of the Landlord's Asbestos Contractor or
Asbestos Consultant shall be at Tenant's sole cost and expense, provided said
Asbestos Contractors or Asbestos Consultant's fees are competitive in the trade
in the Nassau County area

         (d) Except as specifically set forth in (c) above, Tenant acknowledges
that the Landlord in its sole and absolute discretion shall have the right to
refuse access to the concealed areas, to mandate that contractor's used by the
Tenant have proper certification for the handling of ACM or in the alternative
require the Tenant to use such contractors designated by Landlord with such
qualifications.

         (e) Tenant for itself, its heirs, successors, assigns and or subtenants
agrees to follow the Landlord's asbestos operations and maintenance program (the
"O&M Plan") in all respects and to fully cooperate to effect compliance with the
Landlord's O&M Plan which now exists or may be modified or changed in accord
with the requirements of law and the exigencies of the operation of the
building.

(f) Landlord through its consultant is monitoring the air quality in the Demised
Premises and the Building approximately twice a year. In the event that
Landlord's consultant recommends abatement of any area then and in such event,
Landlord shall commence such abatement as soon as is reasonably practical
thereafter. Tenant agrees to promptly, immediately and fully cooperate in such
abatement.

(g) In the event Tenant, in its reasonable discretion, has reason to believe
that there may be an issue with respect to the air quality in the Building, upon
Tenant's written request, but in no event more frequently than once every three
(3) months, Landlord shall supplement the air quality testing by retaining its
contractors to re-test the air quality prior to its customary six month
scheduled monitoring. The cost of any such supplemental air monitoring shall be
borne by Tenant and shall be due and payable to Landlord as additional rent.

39.05. The respective rights and obligations of Landlord and Tenant under this
Article shall survive the expiration or termination of this Lease.

                                   ARTICLE 40.
       RELOCATION OF DEMISED PREMISES; DEMOLITION, ALTERATION AND REMOVAL

40.01. Intentionally Omitted. 40.02 Intentionally Omitted.

40.03. During the term of this lease, Tenant acknowledges and agrees that
Landlord shall retain any and all rights (a) to cause all or any part of the
Demised Premises to be combined with any other premises so as to constitute the
combined premises into a single zoning lot or development or enlargement, (b) to
cause any lot, development or enlargement at any time constituting or including
all or any part of the Demised Premises to be subdivided into two or more lots,
developments or enlargements, (c) to cause development rights (whether from the
Demised Premises or other premises) to be transferred to any such lot,
development or enlargement, (d) to cause other combinations, subdivisions and
transfers to be effected, whether similar or dissimilar to those now permitted
by law and (e) to exploit, sell, convey, lease or otherwise transfer any so
called "air rights" or "air space" above the Building. Tenant acknowledges and
agrees that Tenant has no rights to any such development rights, "air rights" or
comparable rights appurtenant to the Land and the Building, and consents,
without further consideration, to any utilization of such rights by Landlord,
and agrees to promptly execute and deliver any instruments which may be
requested by Landlord, including, but not limited to, instruments merging zoning
lots, evidencing such acknowledgment and consent. Nothing herein shall be
construed to limit Landlord's rights to sell, convey, lease or otherwise
transfer all or any portion of its interest in the Demised Premises subject to
the provisions of this Lease.

                                   ARTICLE 41
                                 RENEWAL OPTION

41.01. Provided that Tenant has not been in default hereunder at any time beyond
the expiration of any applicable grace period, Tenant shall have the right,
exercisable upon one hundred twenty (120) days prior written notice to Landlord
(TIME BEING OF THE ESSENCE) to renew and extend the term of this Lease for up to
two (2) successive additional five (5)year periods. Tenant acknowledges and
agrees that the provision of timely notice of the exercise by Tenant of the
option herein contained is a material condition to the exercise of such option.
If Tenant shall default hereunder beyond any applicable notice and cure period,
between the date of exercise of its option herein contained and the date on
which the option period commences, Landlord shall have the right, by notice
given to Tenant, to negate Tenant's exercise of Tenant's option hereunder and to
have the Lease terminate or expire by its terms as provided herein.

41.02. The Fixed Annual Rent for the first year of the option period shall be
the then escalated rent increased by $1.00 per rentable square foot. Thereafter,
the Fixed Annual Rent shall continue to be escalated annually at a rate of $1.00
per rentable square foot. In no event and under no circumstance shall the Fixed
Annual Rent and the additional rent due hereunder during the first year of the
option period be less than the Fixed Annual Rent and additional rent payable
hereunder during the last month of the initial term of this Lease.

41.03. In connection with Tenant's exercise of its renewal option, upon the
commencement of each five (5) year renewal term, Landlord shall pay to Tenant as
a work allowance for the Demised Premises the sum of Three Hundred Thousand
($300,000) Dollars (the "Work Allowance"). Tenant shall utilize the Work
Allowance in connection with the Demised Premises or in such manner it deems
acceptable, in its sole discretion.

                                   ARTICLE 42.
                              RIGHT OF FIRST OFFER

42.01. A. Provided Tenant is not in default under the terms of the Lease beyond
any applicable cure period, Landlord agrees not to lease any other space of
2,500 rental square feet or greater (the "Available Offer Space") to another
prospective tenant unless and until Landlord first offers the Available Offer
Space to Tenant in writing (the "First Offer Leasing Notice") and Tenant either
(i) rejects such offer in writing; or (ii) ten (10) business days elapse from
Tenant's receipt of the First Offer Leasing Notice and Tenant has not notified
Landlord in writing of its acceptance of such First Offer Leasing Notice,
whichever event occurs first. Tenant's right of First Offer is subject to
Landlord's right to first offer such space to the existing tenants occupying
their existing space in the Building who wish to extend the term of their lease.
In addition, Tenant's rights hereunder are subject to any existing right of
first offer for the same space. A list of tenant's with an existing right of
first offer are annexed hereto as Exhibit "G". The First Offer Leasing Notice
will contain, at miniumum, the following information:

                  (1)    A description of the Available Offer Space (including
                         the area and location of such Available Offer Space)
                         and a floor plan showing the Available Offer Space
                         crosshatched and a summary of the work to be performed
                         by Landlord in said space;

(2) The anticipated date of availability of the Available Offer Space;

                  (3) The proportionate share referable to the Available Offer
Space; and

                  (4)    The term of the Lease (which shall be at a minimum of
                         five (5) years notwithstanding anything in this Lease
                         which may require the term for all leased spaces to be
                         co-terminus.

         B. If Tenant timely delivers to Landlord, in accordance with the
conditions of this Article, written notice of Tenant's exercise of the Right of
First Offer for all of the Available Offer Space (time being of the essence for
such time), then the Available Offer Space shall be deemed added to the Demised
Premises and subject to the terms and conditions of the Lease. The Fixed Annual
Rent for any additional space leased pursuant to this Article 14 will be
calculated at the then applicable base rent per square foot applicable to the
Demised Premises (the lower level being $2.50 per rsf less than any of the other
floors)as set forth in the above rent schedules. In addition, Tenant will
charged an electric charge based upon the lowest rate charged by Landlord to any
new tenant who has executed a lease within twenty four months of the right of
First Offer.

         C. If Tenant declines or fails to duly and timely exercise its Right of
First Offer, Landlord will thereafter be free to lease the Available Offer Space
in portions or in its entirety to any third-party tenant at any time without
regard to the restrictions in this clause and on whatever terms and conditions
Landlord may decide, without again complying with all the provisions of this
Section 42.

                                   ARTICLE 43.
                        NOTIFICATION OF SALE OF BUILDING

43.01. In the event Landlord decides to market the Building for sale to the
general public, Landlord shall notify Tenant of the same and, at Tenant's
request, Landlord shall provide Tenant will a copy of the same marketing
material being provided to the general public.

                                   ARTICLE 44.
               PAYMENT OF TENANT'S HOLDOVER RENT ON EXISTING SPACE

44.01 As the term of Tenant's existing lease expires on May 31, 2005, Landlord
shall be responsible to reimburse Tenant for hold over rent being charged by its
current landlord and paid for by Tenant at a rate of $85,000 per month (the
"Holdover Rent") for a period of up to six (6) months (the "Holdover Payment
Period"). Upon execution of this Lease Landlord shall reimburse Tenant for the
first three month's of Holdover Rent and thereafter on the first day of each
month unless otherwise stated below. Notwithstanding the Holdover Payment Period
set forth above, unless the Original Premises are substantially completed and
delivered to Tenant on the first day of a given month, Landlord shall be
responsible for the payment of the Holdover Rent payable by Tenant until the
first day of the second calendar month following the month in which Landlord
delivers the Original Premises in accordance with Article 1.02. By way of
example, in the event the Commencement Date is set for June 15, 2005, Landlord
shall be responsible for the Holdover Rent through July 31, 2005. If however,
the Commencement Date is is June 1, 2005, Landlord shall be responsible for the
Holdover Rent through June 30, 2005. Furthermore, if the Original Premises is
not delivered by Landlord, as provided for herein due to a failure by Landlord
to substantially complete Landlord's Work and deliver the Original Premises,
then Landlord shall be responsible for Holdover Rent regardless of the Holdover
Payment Period as follows: (i)in the event the Commencement Date is a date other
than the first day of a month, then for the month in which the Commencement Date
takes place as well as the month immediately following the Commencement Date
(i.e. in the event of a April 15, 2006 Commencement Date, then Holdover Rent
shall continue through May 31, 2006 or (ii) in the event the Commencement Date
is on the first day of any given month, then solely for that entire month (i.e.
in the event of a April 1, 2006 Commencement Date, then Holdover Rent shall
continue through April 30, 2006).

                                   ARTICLE 45.
                              RELOCATION ALLOWANCE

 As an incentive to Tenant to enter into this Lease, upon Landlord executing
this Lease, Landlord shall pay to Tenant as a relocation allowance the following
sums:

(i) Nine Hundred Thousand ($900,000.00) Dollars upon Lease Commencement; (ii)
Five Hundred Thousand ($500,000.00) Dollars upon completion of the fifth Lease
Year; (iii) Three Hundred Thousand ($300,000.00) Dollars upon completion of the
ninth Lease year. (collectively, the
              "Relocation Allowance"). Tenant shall utilize the Relocation
              Allowance as reimbursement of its relocation costs or in such
              manner it deems acceptable, in its sole discretion.

                                   ARTICLE 46.
                            CONFERENCE ROOM FACILITY

46.01.     As an accommodation, and at no cost or expense to Tenant, for use in
           common by all tenants in the Building, a conference room facility is
           available on the fourth floor of the Building during Normal Business
           Hours on Business Days. Tenant shall have the right to utilize the
           conference room at its option, either one (1) full day a week or two
           (2) half days per week. Tenant may use the conference room under the
           following terms and conditions, which terms and conditions are
           subject to change at any time, in Landlord's reasonablediscretion:

(i)        Tenant is not in default under the terms of this Lease beyond any
           applicable cure period;

(ii)       Tenant shall have the right to utilize the conference room provided
           Tenant notifies Landlord in writing of its intent to use the
           conference room at least twenty four (24) hours in advance and shall
           not enter the conference room without confirmation from Landlord that
           the same is available for use;

(iii)      Tenant shall at all times adhere to the reserved time period and
           vacate the conference room in broom clean condition at the end of
           such designated time period;

(iv)       Use of the conference room is on a "first come first serve basis" and
           as such is subject to other tenant's prior reservation of the same;
           and

(v)        Landlord has the right, in its sole and absolute discretion, at any
           time and without notice to relocate the conference room.

                                   ARTICLE 47.
                                  MISCELLANEOUS

47.01. Landlord shall provide a security patrol car which shall circulate the
parking lot of the Building. The parties hereto acknowledge that the security
patrol car shall also be utilized to circulate other Buildings within the Garden
City vicinity owned by affiliates of Landlord.

47.02. Landlord shall use commercially reasonable efforts to cooperate with
Tenant in connection with Tenant's application for any economic development
incentives, including any applications files with the IDA, LIPA and NYS Empire
Development Corp. Tenant shall reimburse Landlord with any and all costs,
including but not limited to any reasonable legal fees, associated with
Landlord's assistance in applying for said economic development incentive. Any
and all economic development incentives or benefits of any kind which are
awarded, in connection with Tenant's application, as the direct or indirect
result of Tenant's use, occupancy, or the conducting of its business operations
in the State, county or local municipality shall inure to the exclusive benefit
of Tenant and not to Landlord.


47.03. Tenant shall not, without Landlord's prior written consent, which consent
may be withheld in Landlord's sole and absolute discretion, record a memorandum
of this Lease or any other document related to this Lease is the land records
against the Building.

47.04. Irrespective of the place of execution or performance, this Lease shall
be governed and construed in accordance with the laws of the State of New York.
This Lease shall be construed without regard to any presumption or other rule
requiring construction against the party causing this Lease to be drafted.

47.05. Except as otherwise expressly provided in this Lease, each covenant,
agreement, obligation or other provision of this Lease on Tenant's part or
Landlord's part to be performed shall be deemed and construed as a separate and
independent covenant of Landlord and Tenant, not dependent on any other
provision of this Lease.

47.06. All terms and words used in this Lease, regardless of the number or
gender in which they are used, shall be deemed to include any other number and
other gender as the context may require.

47.07. Except as otherwise provided in this Lease, whenever the payment of
interest is required to be made by Tenant to Landlord by the terms hereof it
shall be at the Interest Rate. In the event that Tenant is in arrears in the
payment of Fixed Annual Rent or additional rent hereunder, Tenant waives
Tenant's right, if any, to designate the items against which any payments made
by Tenant are to be credited, and Tenant agrees that Landlord may apply any
payments made by Tenant to any items it sees fit, irrespective of and
notwithstanding any designation or request by Tenant as to the items against
which any such payments shall be credited.

47.08. The captions are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of this Lease or
the intent of any provision hereof.

47.09. Landlord acknowledges that Tenant wishes to retain AT&T and MCI ("Telecom
Providers") in connection with its telecommunication systems which will be
brought to the Property, installed in the Building and the Demised Premises.
Tenant shall have the right to have the Telecom Providers install, maintain and
repair Tenant's telecommunications systems in the Demised Premises provided
however that (i) the installation, maintenance and repair shall be subject to
the terms of Article 6 herein; (ii) all of the Telecom Providers' work is
performed in accordance with all federal, state and local applicable law; (iii)
no surface mounting shall at any time occur; it being understood that all wiring
shall be performed within the walls of the Building; and (iv) Tenant and the
Telecom Providers shall reimburse Landlord for any and all losses and costs
incurred by Landlord in connection with the Telecom Providers' installation,
maintainance and repair of Tenant's telecommunications systems, including, but
not limited to the repair of any damage to the Property, Building or Demised
Premises caused during the installation, maintanence and repair of the same.
Landlord shall use commercially reasonable efforts to cooperate with Tenant and
its Telecom Providers in order to install, maintain and repair Tenant's
telecommunication systems during the term of this Lease. Tenant shall reimburse
Landlord for any and all costs associated with or in connection with any damage
that may be caused to the Property, the Building and the Demised Premises in
connection with same.

         IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this
Lease as of the day and year first above written.

                                                     LANDLORD:

                                                     TREELINE MINEOLA LLC

                                                     By: TREELINE MINEOLA CORP.,
                                                            Its managing member


                                                     By: ______________________
                                                              C. Glenn Schor
                                                              President


                                                     TENANT:

                                                     1-800-FLOWERS.COM,INC.


                                                     By: _______________________

                                                     Name:______________________

                                                     Title:_____________________

                                    Federal Identification No.__________________


<PAGE>


                      EXHIBIT A - PLAN OF DEMISED PREMISES



<PAGE>



                             EXHIBIT B - WORKLETTER

Landlord agrees, at its sole cost and expense, to perform the following work in
the Demised Premises, all of which, unless otherwise indicated, shall be of
material, manufacture, design, capacity and finish as established by Landlord's
standards of the Building ("Building Standard") and as indicated on the approved
drawing of the Demised Premises which shall be approved by both Landlord and
Tenant and which shall, upon approval, be annexed hereto as Exhibit A (the
"Plan") which work shall be a "turn key" build out and substantially similar to
Tenant's Existing Space.
Landlord will file for a Building Permit with the appropriate municipality and
will construct the Original Premises and the Expansion Space in accordance with
the Plan, as approved by Landlord and Tenant, and in accordance with the
building permit issued therefrom.

All furniture, workstations and related partitions, cabinetry and the like
delineated on the Plan are for reference only and shall not be constructed or
provided by Landlord unless otherwise stated herein.

1.   Demolish existing partitions as required to permit the construction
     delineated on the Plan. Construction of the plan is subject to site
     conditions reasonably permitting the proposed layout. In the event that
     site conditions require a change in layout Landlord, in consultation with
     Tenant, will use reasonable efforts to substantially effect the plans.

2.   Partitions: Construct interior partition walls per Plan, site conditions
     permitting. Interior partition walls to be constructed of metal studs, 5/8"
     sheetrock. Interior partition walls to be constructed up to the underside
     of the hung ceiling, except for all offices which shall extend no less than
     6 inches above the ceiling.

3.   Electrical:  (a) With  the exception of  the main conference  room and  the
     CEO and President's offices (see No. 11 below) furnish and install Building
     Standard  2x4  fluorescent  fixtures  with 18 cell  parabolic  lenses,  one
     fixture per seventy five (75) usable  square feet of space;  in offices and
     conference rooms;(b) furnish and install duplex electrical outlets per code
     and not less than one per wall (but not less than four  outlets  per room).
     Outlets  to be  placed  as per  plan  or if not  denominated  on  Plan,  as
     determined by electrician in accordance with applicable  building code; (c)
     Provide two (2)  dedicated  electrical  outlets  per 5,000 rsfat  locations
     designated  on the  Plan  (if not  designated  on Plan,  as  determined  by
     electrician in accordance with applicable  building code); (d) as set forth
     in Section  11(ix)(Specialties) herein, finish and install a floor junction
     box in the main  conference room with a conduit to the wall for low voltage
     wiring.  Landlord  to  provide  whips  and  connect  the  same to  Tenant's
     furniture,  which Tenant shall install (the connection  shall be subsequent
     to the  Commencement  Date and  shall at no time  effect  the  Commencement
     Date).  Each  cubicle  to be wired as per  Plan;(e)as  set forth in Section
     11(x)(Specialties)herein,  with  respect  to  the  electric  charge  to any
     Exterior Signage,  Landlord sole  responsibility will be to provide a metal
     conduit pipe through the roof  membrane from the fifth floor ceiling to the
     roof deck and seal the membrane.

4.   Ceiling: Furnish  and Install Building Standard 2x4 ceiling tile  with  2x2
     "second  look." New Grid to be installed or existing grid to be modified as
     required to effect ceiling installation.

5.   Doors and Trim: Furnish and install interior Building Standard doors in
     quantity as shown on the Plan. Building Standard doors are solid core,
     stain grade oak veneer doors with hollow metal door bucks. Door handles are
     provided without locks except on offices which shall receive keyed locks,
     not to exceed ten (10) locks. Provide and install glass doors at the
     entrance and reception area of the Expansion Space provided that the same
     is allowable by Building Code without Landlord being required to install
     any other item or equipment or in any way modify the Fire Safety System
     presently existing in the Building; i.e. installing a sprinkler system.


6.   HVAC: Existing system to be re-ducted so as to deliver air conditioning to
     each room on Plan. Placement of air-conditioning diffusers and return air
     grilles per the design/building plans so as to provide efficient
     air-cooling. Existing perimeter, fan coil units (if any) for cooling and/
     or radiator to be painted and refurbished.

7.   Flooring: See No. 11 Specialties.

     Landlord will supply and install Building Standard ceramic tile in the file
     rooms, storage areas, computer room, file areas, ADA bathroom (as further
     described below),and utility areas. Landlord will supply and install
     Building Standard ceramic tile in the non-ADA restroom (subject to the
     terms described in Section 11(vii) (Specialties) herein, the pantry area
     and the waiting/reception area. One (1) tile (color and style) for entire
     areas to receive ceramic tile and one (1) tile (color and style)for entire
     areas to received ceramic tile.

8.   Finishes:  Paint entire  Demised  Premises one (1) coat latex primer and
     two (2) finish coats.  Door frames painted same color as walls;  semi gloss
     finish.  Finish  coat to be latex satin  finish  paint,  color  selected by
     Tenant with LandlordBenjamin Moore Regal Wall Satin , no more than four (4)
     colors for private  offices and four (4) colors for common areas, NO CUSTOM
     COLORS.  All door bucks  painted the same color as wall but in semi - gloss
     finish.  Color  selection  must be concluded  within ten (10) days of lease
     execution,  time of the  essence.  In the  event a color is not  designated
     within the time period set forth  Landlord may paint any basic white on the
     standard paint chart.

9.   Entry Door:  Existing fire rated entry door to remain.  If entry  door  to
     be relocated  per Plan,  Landlord to provide and install  single fire rated
     entry door in style and size  equivalent to existing  door. All entry doors
     to have existing door hardware if possible;  otherwise, Landlord to provide
     new entry door  hardware.  Landlord  does not  replace  or change  locks or
     cylinders to the Demised Premises.

10.  Landlord shall provide and install Building  Standard window treatments
     on the  perimeter  windows  of  the  Demised  Premises.  Tenant  on  taking
     possession of the Demised  Premises assumes  responsibility  for the blinds
     including  but not limited to the cleaning  and repair of the same.  In the
     event Tenant elects to install window treatments, the same must be approved
     by the Landlord and shall be consistent with Building Standard.

11.  Specialties:

     (i) Landlord shall install glass front panels in perimeter  offices similar
     in size,  style,  and  dimension as in Tenant's  existing  premises at 1600
     Stewart Avenue, Westbury, New York (the "Existing Premises").

     (ii) Landlord shall install  indirect  lighting in the open area similar to
     the Existing Premises;  all emergency lighting and exit sign lighting shall
     be installed in accordance with Building Code.

     (iii) Landlord shall provide upgraded carpet consistent with the quality of
     Tenant's  carpet at the Existing  Premises  (i.e.  Collins & Aikman  Carpet
     tiles).  Carpet to be glued per  manufacturer's  specifications  with vinyl
     cove base as per Tenant's specifications and wood floor molding in the main
     conference room, CEO and President's  office.  In the event Tenant does not
     select  carpet  within  twenty  (20) days of Lease  execution,  time of the
     essence, Landlord may install its selection of carpet and coves.

     (iv)  Landlord  shall  install  a  complex  sheetrock  ceiling  in the main
     conference  room,  as  depicted  in the Plan,  and the ceiling in the CEO's
     office and a plain sheetrock ceiling in the President's office.

     (v) Landlord  shall supply and install up to twenty five Building  Standard
     hi hats in the conference room, CEO and President's offices as per Plan.

     (vi) Landlord  shall  install a private  restroom  (including  plumbing) of
     approximately  5 ft. by 9 ft. in dimension  in the CEO and the  President's
     offices. Each restroom shall include a Building Standard single quiet flush
     toilet, a Building  Standard single pedestal or vanity cabinet and Building
     Standard sink, Building Standard single mirrored medicine cabinet, Building
     Standard  fiberglass  shower  enclosure  with glass shower  door,  Building
     Standard ceramic tile floor and walls (collectively, the "Restroom Fixtures
     and Tiles").  Tenant  shall  select the Restroom  Fixtures and Tiles within
     twenty  (20) days of  executing  this Lease.  In the event  Tenant does not
     select Restroom Fixtures and Tiles within ten (10) days of Lease execution,
     time of the  essence,  Landlord  may  install  its  selection  of  Restroom
     Fixtures and tiles.

     NOTE: AS NOTED IN EXHIBIT T, LANDLORD SHALL ONLY BE RESPONSIBLE FOR THE
     GREATER OF (i) THE COST OF ONE RESTROOM OR (ii) $20,000 TOWARDS THE COST OF
     TWO (2) RESTROOMS. TENANT SHALL BEAR THE COST OF THE SECOND RESTROOM OR THE
     BALANCE OF THE COST OF THE SECOND RESTROOM IN EXCESS OF LANDLORD'S $20,000
     ALLOWANCE, AS THE CASE MAY BE.

     (vii) Landlord shall install in the pantry area, as depicted on the Plan, a
     building  standard  stainless steel sink and faucet (including all required
     plumbing) set in a Building  Standard laminate lower sink base cabinet with
     a Building Standard  laminate  countertop and upper cabinetry with Building
     Standard  ceramic  tile  flooring.  The  size  and  location  of the  sink,
     cabinetry  and the  finish of the  countertops  (but no more than 30 linear
     feet) shall be as depicted on the Plan.

     (viii)  Landlord shall provide and install a back-up  generator  (250kw) on
     the roof of the Building for Tenant's exclusive use for which Landlord will
     tie into the circuits as per Tenant's direction;

     (ix) (a) Landlord shall supply and install a computer room air conditioning
     system -  minimum  of two  units  (i.e.  Liebert  or  Mitsubishi)  sized to
     adequately cool a +/-2,000 sq. ft. computer room with 50% redundancy.

          (b) Landlord shall supply and install a supplemental  air conditioning
          unit of up to 10 tons, located in the 24 hour call center area.

          (c) In lieu of  connection  to the Building  systems,  Landlord  shall
          supply and install electric baseboard heating in the President and the
          CEO  offices,  as indicated on Plan,  and provide a  supplemental  air
          conditioning unit sufficient to cool these offices.

     (x) Landlord  shall  provide and install a double set of Building  Standard
     entry doors off the new parking spaces so that Tenant's  customers may walk
     directly  into the westerly  side of the Demised  Premises.  Doors shall be
     located at depicted on Plan.

     (xi) In addition to the existing  restrooms  on the fifth  floor,  Landlord
     shall   install  a  Building   Standard  ADA  compliant   unisex   restroom
     (substantially  similar to the ADA  restroom  located on the lower level of
     the  Building) on the Fifth floor.  The restroom  shall  contain a Building
     Standard wall hung sink, a Building  Standard  vanity and toilet,  Building
     Standard  ceramic tiles.  The walls of the restroom shall be painted as set
     forth in Section 8 of this Exhibit "B".

     (xii) Landlord shall take steps to prevent other  occupants of the Building
     from  being  able to access  the 5th floor by a one way access to the fifth
     floor.

     (xiii) Landlord shall purchase and install  Tenant's  computer wiring up to
     $150,000.00.  Any cost for the purchase and installation of computer wiring
     above $150,000 shall be borne by Tenant.

     (xiii) Finish and install a floor junction box in the main  conference room
     with a conduit  to the wall for low  voltage  wiring.  Landlord  to provide
     whips and  connect  the same to  Tenant's  furniture,  which  Tenant  shall
     install (which  connection shall be subsequent to the  Commencement  Date).
     Each cubicle to be wired as per Plan;(Note: See Section 3: Electrical.

       (xv)   With respect to providing electric charge to any of the Exterior
              Signage, Landlord sole responsibility will be to provide a metal
              conduit pipe through the roof membrane from the fifth floor
              ceiling to the roof deck and seal the membrane. Note: See Section
              3: Electrical).

       (xvi)  Landlord to install Tenant supplied raised floor in the Computer
              Room, as indicated on Plan. Tenant shall purchase such raised
              floor, and ancillary required materials for its installation, in
              sufficient quantities at Tenant's sole cost and expense. Tenant
              shall provide Landlord with all required flooring and ancillary
              materials within three (3) days after Landlord's request therefor.
              If Tenant shall fail to provide such materials within such three
              (3) day period, same shall be deemed a Tenant Delay solely with
              respect to that portion of the Demised Premises.

12.     Landlord shall provided and install a computer room of approximately
        2,000 RSF with all electrical work per Plan, dedicated air conditioning
        and generator, as specifically set forth in this Exhibit "B".

13.     Landlord shall provide Tenant with plans and diagrams for all electrical
        circuits and computer wiring throughout the Demised Premises.

13.     Tenant's Responsibility:Except as specifically set forth in (xiii) above
        Landlord shall not install telephone lines, telephone cabling, gem
        boxes, conduits or other materials used in the installation of any
        telephone or computer cables. Landlord does not install any specialized
        Tenant Equipment nor does landlord accept any responsibility to
        coordinate the same with the Landlord's contractors. The Landlord
        retains the right to work day to day to complete the work contemplated
        herein in an expeditious manner without regard to any special needs of
        the tenant's contractors. The Tenant agrees during the construction
        process and prior to allowing any contractor access to the premises to
        provide advance notice to the Landlord or its designee and to provide
        and furnish appropriate insurance certificates and permits to the
        Landlord. All work performed by Tenant's contractors (including but not
        limited to the installation of telephone lines, telephone cabling, gem
        boxes, conduits or other materials used in the installation of any
        telephone or computer cables) shall be in accordance with applicable
        federal, state and local laws and regulations.


the Terms of this workletter supercede all notations on the plan. Items noted on
the plan and not included on this workletter are for illustrative purposes.
Tenant must execute an extra authorization and pay for all extras in accord with
the terms of the lease.

NOTE: Any extras, changes, additions, or modifications ordered by the Tenant
either at the time of lease execution or thereafter are furnished by the
Landlord as an accommodation to Tenant. Tenant shall be required to take
possession of the Demised premises whether or not the extras, changes, or
modifications are complete. Landlord is only responsible for its own work not
Tenant's extras, changes, modifications or upgrades.


<PAGE>


                   EXHIBIT C - BUILDING RULES AND REGULATIONS


         1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress or egress from the
Demised Premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Landlord. There shall not be used in any space, or in the public areas of the
Building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards. Tenant may use the area around the fifth (5th) floor elevators
for seating, displays, etc. provided the same complies with applicable Building
Code.

         2. The water and wash closets and plumbing fixtures shall not be used
for any purpose other than those for which they were designed or constructed and
no sweeping, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

         3. No carpet, rug or other article shall be hung or shaken out of any
window of the Building; and no Tenant shall sweep or throw or permit to be swept
or thrown from the Demised Premises any dirt or other substances into any of the
corridors or halls, elevators, or out of the doors or windows or stairways of
the Building and Tenant shall not use, keep or permit to be used or kept any
foul or noxious gas or substance in the Demised Premises, or permit or suffer
the Demised Premises to be occupied or used in a manner unreasonably offensive
or objectionable to Landlord or other occupants of the Building by reason of
noise, odors (excluding flowers and plant odors), and/ or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals or birds be kept in or about the Building. Smoking or carrying
lighted cigars or cigarettes in the Building is strictly prohibited.

         4. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord.

         5. No Tenant shall mark, paint drill into, or in any way deface any
part of the Demised Premises or the Building of which they form a part. No
boring or cutting shall be permitted, except with the prior written consent of
the Lessor, and as Lessor may direct. No Tenant shall lay linoleum, or other
similar floor covering, so that the same shall come in direct contact with the
floor of the Demised Premises, and, if linoleum or other similar floor covering
is desired to be used an interlining of builder's deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, the use of
cement or other similar adhesive material being expressly prohibited.

         6. No additional locks or bolts of any kind shall be placed upon any of
the windows by any Tenant, nor shall any changes be made in existing locks or
mechanisms thereof. Each Tenant must, upon termination of its tenancy, restore
to Landlord all keys of offices and toilet rooms, either furnished to, or
otherwise procured by, such Tenant, and in the event of the loss of any keys, so
furnished, such Lessee shall pay to Landlord the cost thereof.

         7. Freight, furniture, business equipment, merchandise and bulky matter
of any description shall be delivered to and removed from the Demised Premises
and/ or Building only on the freight elevators and through the service entrances
and corridors, and only during the hours of 5:00 P.M. and 8:00 P.M. and in a
manner approved by Landlord. Landlord reserves the right to inspect all freight
to be brought into the Building and to exclude from the Building all freight
which violates any of these Rules and Regulations of the Lease or which these
Rules and Regulations are a part.

         8. Canvassing, soliciting and peddling in the Building is prohibited
and each Lessee shall cooperate to prevent the same.

         9. Landlord reserves the right to exclude from the Building between the
hours of 6:00 p.m. and 8:00 a.m. and at all hours on Sundays, and legal holidays
all persons who do not present a pass to the Building signed by Tenant. Landlord
will furnish passes to persons for whom any Tenant requests same in writing.
Each Tenant shall be responsible for all persons whom he requests such pass and
shall be liable to Landlord for all acts of such persons.

         10. Landlord shall have the right to prohibit any advertising by any
Tenant which in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a Building of offices, and upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising. Tenant
shall have the right, to the extent specifically set forth in this Lease, to
advertise on the Exterior Signage and in the Demised Premises.

         11. Tenant shall not bring or permit to be brought or kept in or on the
Demised Premises, any inflammable, any combustible or explosive fluid, material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors (excluding flower and
plant odors) to permeate in or emanate from the Demised Premises. Tenant shall
not use toaster ovens or other cooking appliances in the Demised Premises except
for microwave ovens and/or Fire Underwriting approved coffee brewing and vending
machines, to the extent permitted by law.

         12. If the Building contains central air conditioning and ventilation,
Tenant agrees to keep all windows closed at all times and to abide by all rules
and regulations issued by the Landlord with respect to such activities.

         13. Tenant shall not move any safe, heavy machinery, heavy equipment,
bulky matter, or fixtures into or out of the Demised Premises and/or the
Building without Landlord's prior written consent. If such safe, machinery,
equipment, bulky matter or fixtures requires special handling, all work in
connection therewith shall comply with all legal requirements, insurance
requirements and/or environmental Laws and shall be done during such hours as
Lessor may designate.

14. Provided that Tenant's use, occupancy and business operations are not
materially adversely affected, Landlord shall have the right at any time, and
from time to time, to supplement, amend, change, revoke, and alter any or all of
these Rules and Regulations provided same are non-discriminatory and uniformly
enforced. Landlord shall give Tenant notice of any such additions or changes.


<PAGE>


                     EXHIBIT T - TENANT'S REQUESTED UPGRADES


1. Landlord shall install a private restroom (including plumbing) of
approximately 5 ft. by 9 ft. in dimension in the CEO and the President's
offices. Each restroom shall include a Building Standard single quiet flush
toilet, a Building Standard single pedestal or vanity cabinet and Building
Standard sink, Building Standard single mirrored medicine cabinet, Building
Standard fiberglass shower enclosure with glass shower door, Building Standard
ceramic tile floor and walls.

NOTE:  AS NOTED IN EXHIBIT  "B",  LANDLORD  SHALL  ONLY BE  RESPONSIBLE  FOR THE
COST OF ONE OF THE TWO  RESTROOMS. TENANT SHALL BEAR THE COST OF THE SECOND
RESTROOM.

2. Tenant may supply and install parking on the front western side of the
Building (similar to that which was installed for HSBC on the eastern side of
the Building). Tenant shall be required to obtain any and all permits which may
be required in connection with the installation of the parking spaces. The
parking shall be marked for the exclusive use by 1-800-Flowers.

3. Tenant shall be responsible for any and all costs of purchasing and
installing Tenant's computer wiring which exceed $150,000.00. See No. 11 (xiii)
of Exhibit "B".

</TEXT>
</DOCUMENT>
</SUBMISSION>
