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                                                                   EXHIBIT 10.13



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                          STANDARD FORM OF OFFICE LEASE
                     THE REAL ESTATE BOARD OF NEW YORK, INC.
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Agreement of Lease, made as of this ____________________ day of June 1998,
between TRUSTEES OF THE MASONIC HALL AND ASYLUM FUND, having an address at 71
West 23rd Street, New York, New York 10010 party of the first part, hereinafter
referred to as OWNER, and ORGANIC ONLINE, INC., having an address at 71 West
23rd Street, New York, New York 10010 from and after the Commencement Date,
party of the second part, hereinafter referred to as TENANT,

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
entire fourteenth (14th) and fifteenth (15th) floors and the Additional
Designated Floor as shown on Exhibit A annexed hereto (the "demised premises")
in the building known as 71 West 23rd Street (the "Building") in the Borough of
Manhattan, City of New York, for the term of ten (10) years and five (5) months
(or until such term shall sooner cease and expire as hereinafter provided) to
commence on the Commencement Date (hereinafter defined), and to end on the
Expiration Date (hereinafter defined) both dates inclusive, at an annual rental
rate as set forth in Article 37b hereof which Tenant agrees to pay in lawful
money of the United States which shall be legal tender in payment of all debts
and dues, public and private, at the time of payment, in equal monthly
installments in advance on the first day of each month during said term, at the
office of Owner or such other place as Owner may designate, without any set off
or deduction whatsoever, except that Tenant shall pay the first ______ monthly
installment(s) on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or thereafter,
Tenant shall be in default in the payment of rent to Owner pursuant to the terms
of another lease with Owner or with Owner's predecessor in interest, Owner may
at Owner's option and without notice to Tenant add the amount of such arrears to
any monthly installment of rent payable hereunder and the same shall be payable
to Owner as additional rent.

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

Rent:         1. Tenant shall pay the rent as above and as hereinafter provided.
Occupancy:    2. Tenant shall use and occupy demised premises for general and
                 administrative offices only and for no other purpose.

Tenant Alterations:

3. Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written consent. Subject to the prior written consent of
Owner, and to the provisions of this article, Tenant, at Tenant's expense, may
make alterations, installations, additions or improvements which are
non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved in each instance by Owner. [Insert 3.1]
Tenant shall, before making any alterations, additions, installations or

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improvements, at its expense, obtain all permits, approvals and certificates
required by any governmental or quasi-governmental bodies and (upon completion)
certificates of final approval thereof and shall deliver promptly duplicates of
all such permits, approvals and certificates to Owner and Tenant agrees to carry
and will cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien [Insert 3.2] is filed against the demised
premises, or the building of which the same forms a part, for work claimed to
have been done for, or materials furnished to, Tenant, whether or not done
pursuant to this article, the same shall be discharged by Tenant within thirty
days thereafter, at Tenant's expense, by payment or filing the bond required by
law. [Insert 3.3] All fixtures and all paneling, partitions, railings and like
installations, installed in the premises at any time, either by Tenant or by
Owner on Tenant's behalf, shall, upon installation, become the property of Owner
and shall remain upon and be surrendered with the demised premises unless Owner,
by notice to Tenant [Insert 3.4] elects to relinquish Owner's right thereto and
to have them removed by Tenant, in which event the same shall be removed from
the premises by Tenant prior to the expiration of the lease, at Tenant's
expense. Nothing in this Article shall be construed to give Owner title to or to
prevent Tenant's removal of trade fixtures, moveable office furniture and
equipment, but upon removal of any such from the premises or upon removal of
other installations as may be required by Owner, Tenant shall immediately and at
its expense, repair and restore the premises to the condition existing prior to
installation and repair any damage to the demised premises or the building due
to such removal. All property permitted or required to be removed, by Tenant at
the end of the term remaining in the premises after Tenant's removal shall be
deemed abandoned and may, at the election of Owner, either be retained as
Owner's property or may be removed from the premises by Owner, at Tenant's
expense.

Maintenance and Repairs:

4. Tenant shall, throughout the term of this lease, take good care of the
demised premises and the fixtures and appurtenances therein. Tenant shall be
responsible for all damage or injury to the demised premises or any other part
of the building and the systems and equipment thereof, whether requiring
structural or nonstructural repairs caused by or resulting from carelessness,
omission, neglect or improper conduct of Tenant, Tenant's subtenants, agents,
employees, invitees or licensees, or which arise out of any work, labor, service
or equipment done for or supplied to Tenant or any subtenant or arising out of
the installation, use or operation of the property or equipment of Tenant or any
subtenant. Tenant shall also repair all damage to the building and the demised
premises caused by the moving of Tenant's fixtures, furniture and equipment.
Tenant shall promptly make, at Tenant's expense, all repairs in and to the
demised premises for which Tenant is responsible, using only the contractor for
the trade or trades in question, selected from a list of at least two
contractors per trade submitted by Owner. Any other repairs in or to the
building or the facilities and systems thereof for which Tenant is responsible
shall be performed by Owner at the Tenant's expense. Owner shall maintain in
good working order and repair the exterior and the structural portions of the
building, including the structural portions of [Insert 4.1] demised premises,
and the public

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portions of the building interior and [Insert 4.2] (to the extent such systems
presently exist) serving the demised premises. Tenant agrees to give prompt
notice of any defective condition in the premises for which Owner may be
responsible hereunder. There shall be no allowance to Tenant for diminution of
rental value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner or others making repairs,
alterations, additions or improvements in or to any portion of the building or
the demised premises or in and to the fixtures, appurtenances or equipment
thereof. It is specifically agreed that Tenant shall not be entitled to any
setoff or reduction of rent by reason of any failure of Owner to comply with the
covenants of this or any other article of this Lease. Tenant agrees that
Tenant's sole remedy at law in such instance will be by way of an action for
damages for breach of contract. The provisions of this Article 4 shall not apply
in the case of fire or other casualty which are dealt with in Article 9 hereof.

Window Cleaning:

5. Tenant will not clean nor require, permit, suffer or allow any window in the
demised premises to be cleaned from the outside in violation of Section 202 of
the Labor Law or any other applicable law or of the Rules of the Board of
Standards and Appeals, or of any other Board or body having or asserting
jurisdiction.

Requirements of Law, Fire Insurance, Floor Loads:

6. Prior to the commencement of the lease term, if Tenant is then in possession,
and at all times thereafter, Tenant, at Tenant's sole cost and expense, shall
promptly comply with all present and future laws, orders and regulations of all
state, federal, municipal and local governments, departments, commissions and
boards and any direction of any public officer pursuant to law, and all orders,
rules and regulations of the New York Board of Fire Underwriters, Insurance
Services Office, or any similar body [Insert 6.1] which shall impose any
violation, order or duty upon Owner or Tenant with respect to the demised
premises, whether or not arising out of Tenant's use or manner of use thereof,
(including Tenant's permitted use) or, with respect to the building if arising
out of Tenant's use or manner of use of the premises or the building (including
the use permitted under the lease). Nothing herein shall require Tenant to make
structural repairs or alterations unless Tenant has, by its manner of use of the
demised premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect thereto.
Tenant may, after securing Owner to Owner's satisfaction against all damages,
interest, penalties and expenses, including, but not limited to, reasonable
attorney's fees, by cash deposit or by surety bond in an amount and in a company
satisfactory to Owner, contest and appeal any such laws, ordinances, orders,
rules, regulations or requirements provided same is done with all reasonable
promptness and provided such appeal shall not subject Owner to prosecution for a
criminal offense or constitute a default under any lease or mortgage under which
Owner may be obligated, or cause the demised premises or any part thereof to be
condemned or vacated. Tenant shall not do or permit any act or thing to be done
in or to the demised premises which is contrary to law, or which will invalidate
or be in conflict with public liability, fire or

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other policies of insurance at any time carried by or for the benefit of Owner
with respect to the demised premises or the building of which the demised
premises form a part, or which shall or might subject Owner to any liability or
responsibility to any person or for property damage. Tenant shall not keep
anything in the demised premises except as now or hereafter permitted by the
Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization
or other authority having jurisdiction, and then only in such manner and such
quantity so as not to increase the rate for fire insurance applicable to the
building, nor use the premises in a manner which will increase the insurance
rate for the building or any property located therein over [Insert 6.2] Tenant
shall pay all costs, expenses, fines, penalties, or damages, which may be
imposed upon Owner by reason of Tenant's failure to comply with the provisions
of this article and if by reason of such failure the fire insurance rate shall,
at the beginning of this lease or at any time thereafter, be higher than it
otherwise would be, then Tenant shall reimburse Owner, as additional rent
hereunder, for that portion of all fire insurance premiums thereafter paid by
Owner which shall have been charged because of such failure by Tenant. In any
action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" of rate for the building or demised premises issued by the New York
Fire Insurance Exchange, or other body making fire insurance rates applicable to
said premises shall be conclusive evidence of the facts therein stated and of
the several items and charges in the fire insurance rates then applicable to
said premises. Tenant shall not place a load upon any floor of the demised
premises exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law. Owner reserves the right to prescribe the
weight and position of all safes, business machines and mechanical equipment.
Such installations shall be placed and maintained by Tenant, at Tenant's
expense, in settings sufficient, in Owner's judgement, to absorb and prevent
vibration, noise and annoyance.

Subordination:

7. This lease is subject and subordinate to all ground or underlying leases and
to all mortgages which may now or hereafter affect such leases or the real
property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute promptly any certificate that Owner may
request.

Property Loss, Damage Reimbursement Indemnity:

8. Owner or its agents shall not be liable for any damage to property of Tenant
or of others entrusted to employees of the building, nor for loss of or damage
to any property of Tenant by theft or otherwise, nor for any injury or damage to
persons or property resulting from any cause of whatsoever nature, unless caused
by or due to the negligence of Owner, its agents, servants or employees. Owner
or its agents will not be liable for any such damage caused by other tenants or
persons in, upon or about said building or caused by operations in construction
of any private, public or quasi public work. If at any

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time any windows of the demised premises are temporarily closed, darkened or
bricked up (or permanently closed, darkened or bricked up, if required by law)
for any reason whatsoever including, but not limited to Owner's own acts, Owner
shall not be liable for any damage Tenant may sustain thereby and Tenant shall
not be entitled to any compensation therefor nor abatement or diminution of rent
nor shall the same release Tenant from its obligations hereunder nor constitute
an eviction. Tenant shall indemnify and save harmless Owner against and from all
liabilities, obligations, damages, penalties, claims, costs and expenses for
which Owner shall not be reimbursed by insurance, including reasonable attorneys
fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant's
agents, contractors, employees, invitees, or licensees, of any covenant or
condition of this lease, or the carelessness, negligence or improper conduct of
the Tenant, Tenant's agents, contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the acts and omissions of any
sub-tenant, and any agent, contractor, employee, invitee or licensee of any
sub-tenant. In case any action or proceeding is brought against Owner by reason
of any such claim, Tenant, upon written notice from Owner, will, at Tenant's
expense, resist or defend such action or proceeding by counsel approved by Owner
in writing, such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

9. (a) If the demised premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as hereinafter set forth.
(b) If the demised premises are partially damaged or rendered partially unusable
RIDER [9.1] by fire or other casualty, the damages thereto shall be repaired by
and at the expense of Owner and the rent and other items of additional rent,
until such repair shall be substantially completed, shall be apportioned from
the day following the casualty according to the part of the premises which is
useable. (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent and other items of additional
rent as hereinafter expressly provided shall be proportionately paid up to the
time of the casualty and thenceforth shall cease until the date when the
premises shall have been repaired and restored by Owner (or sooner reoccupied in
part by Tenant then rent shall be apportioned as provided in subsection (b)
above), subject to Owner's right to elect not to restore the same as hereinafter
provided. (d) If the demised premises are rendered wholly unusable or (whether
or not the demised premises are damaged in whole or in part) if the building
shall be so damaged that Owner shall decide to demolish it or to rebuild it,
then, in any of such events, Owner may elect to terminate this lease by written
notice to Tenant, given within 90 days after such fire or casualty, or 30 days
after adjustment of the insurance claim for such fire or casualty, whichever is
sooner, specifying a date for the expiration of the lease, which date shall
[rider to be added if necessary] not be more than 60 days after the giving of
such notice, and upon the 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 premises without prejudice however, 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 and any
payments of rent made by Tenant which were on

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account of any period subsequent to such date shall be returned to Tenant.
Unless Owner shall serve a termination notice as provided for herein, Owner
shall make the repairs and restorations under the conditions of (b) and (c)
hereof, with all reasonable expedition, subject to delays due to adjustment of
insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty, Tenant shall cooperate with Owner's restoration by removing from
the premises as promptly as reasonably possible, all of Tenant's salvageable
inventory and moveable equipment, furniture, and other property. Tenant's
liability for rent shall resume five (5) days after written notice from Owner
that the premises are substantially ready for Tenant's occupancy. (e) Nothing
contained hereinabove shall relieve Tenant from liability that may exist as a
result of damage from fire or other casualty. Notwithstanding the foregoing,
including Owner's obligation to restore under subparagraph (b) above, each party
shall look first to any insurance in its favor before making any claim against
the other party for recovery for loss or damage resulting from fire or other
casualty, and to the extent that such insurance is in force and collectible and
to the extent permitted by law, Owner and Tenant each hereby releases and waives
all right of recovery with respect to subparagraphs (b), (d), and (e) above,
against the other or any one claiming through or under each of them by way of
subrogation or otherwise. The release and waiver herein referred to shall be
deemed to include any loss or damage to the demised premises and/or to any
personal property, equipment, trade fixtures, goods and merchandise located
therein. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the
party benefiting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the party obtaining
insurance coverage shall be free of any further obligation under the provisions
hereof with respect to waiver of subrogation. Tenant acknowledges that Owner
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Owner will not be obligated to repair any damage thereto or replace
the same. (f) Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.

Eminent Domain:

10. If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of this lease shall cease and terminate from the
date of title vesting in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease and assigns to Owner, Tenant's entire
interest in any such award. Tenant shall have the right to make an independent
claim to the condemning authority for the value of Tenant's moving expenses and
personal property, trade fixtures and equipment, provided Tenant is entitled
pursuant to the terms of the lease to remove such property, trade fixture and
equipment at the end of the term and provided further such claim does not reduce
Owner's award.

Assignment, Mortgage, Etc.:

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11. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representative, successor and assigns, expressly covenants that it shall
not assign, mortgage or encumber this agreement, nor underlet, or suffer or
permit the demised premises or any part thereof to be used by others, without
the prior written consent of Owner in each instance. [insert 11.1] Transfer of
the majority of the stock of a corporate Tenant or the majority partnership
interest of a partnership Tenant shall be deemed an assignment. If this lease be
assigned, or if the demised premises or any part thereof be underlet or occupied
by anybody other than Tenant, Owner may, after default by Tenant, collect rent
from the assignee, under-tenant or occupant, and apply the net amount collected
to the rent herein reserved, but no such assignment, underletting, occupancy or
collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, under-tenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained. The consent by Owner to an assignment or underletting shall not in
any wise be construed to relieve Tenant from obtaining the express consent in
writing of Owner to any further assignment or underletting.

Electric Current:

12. Rates and conditions in respect to submetering or rent inclusion, as the
case may be, to be added in RIDER attached hereto. Tenant covenants and agrees
that at all times its use of electric current shall not exceed the capacity of
existing feeders to the building or the risers or wiring installation and Tenant
may not use any electrical equipment which, in Owner's opinion, reasonably
exercised, will overload such installations or interfere with the use thereof by
other tenants of the building. The change at any time of the character of
electric service shall in no wise make Owner liable or responsible to Tenant,
for any loss, damages or expenses which Tenant may sustain.

Access to Premises:

13. Owner or Owner's agents shall have the right (but shall not be obligated) to
enter the demised premises in any emergency at any time, and, at other
reasonable times, to examine the same and to make such repairs, replacements and
improvements as Owner may deem necessary and reasonably desirable to the demised
premises or to any other portion of the building or which Owner may elect to
perform. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein provided they are concealed within the walls, floor, or ceiling. Owner
may, during the progress of any work in the demised premises, take all necessary
materials and equipment into said premises without the same constituting an
eviction nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to any damages by reason of loss or interruption of
business or otherwise. Throughout the term hereof Owner shall have the right to
enter the demised premises at reasonable hours for the purpose of showing the
same to prospective purchasers or mortgagees of the building, and during the
last six months of the term for the purpose of showing the same to prospective
tenants. If Tenant is not present to open and permit an entry into the demised
premises, Owner or Owner's agents may enter the

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same whenever such entry may be necessary or permissible by master key or
forcibly and provided reasonable care is exercised to safeguard Tenant's
property, such entry shall not render Owner or its agents liable therefor, nor
in any event shall the obligations of Tenant hereunder be affected. If during
the last month of the term Tenant shall have removed all or substantially all of
Tenant's property therefrom Owner may immediately enter, alter, renovate or
redecorate the demised premises without limitation or abatement of rent, or
incurring liability to Tenant for any compensation and such act shall have no
effect on this lease or Tenant's obligations hereunder.

Vault, Vault Space, Area:

14. No Vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything contained
in or indicated on any sketch, blue print or plan, or anything contained
elsewhere in this lease to the contrary notwithstanding. Owner makes no
representation as to the location of the property line of the building. All
vaults and vault space and all such areas not within the property line of the
building, which Tenant may be permitted to use and/or occupy, is to be used
and/or occupied under a revocable license, and if any such license be revoked,
or if the amount of such space or area be diminished or required by any federal,
state or municipal authority or public utility, Owner shall not be subject to
any liability not shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Any tax, fee or charge of municipal
authorities for such vault or area shall be paid by Tenant.

Occupancy:

15. Tenant will not at any time use or occupy the demised premises in violation
of the certificate of occupancy issued for the building of which the demised
premises are a part. Tenant has inspected the premises and accepts them as is,
subject to the riders annexed hereto with respect to Owner's work, if any. In
any event, Owner makes no representation as to the condition of the premises and
Tenant agrees to accept the same subject to violations, whether or not of
record.

See paragraph 37C(5) for substitution

Bankruptcy:

16. [(a) Anything elsewhere in this lease to the contrary notwithstanding, this
lease may be cancelled by Owner by the sending of a written notice to Tenant
within a reasonable time after the happening of any one or more of the following
events: (1) the commencement of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor; or (2) the making by Tenant of an assignment
or any other arrangement for the benefit of creditors under any state statute.]
Neither Tenant nor any person claiming through or under Tenant, or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises demised but shall forthwith quit and surrender the premises. If this
lease shall be assigned in accordance with its terms, the provisions of

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this Article 16 shall be applicable only to the party then owning Tenant's
interest in this lease.

(b) it is stipulated and agreed that in the event of the termination of this
lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other
provisions of this lease to the contrary, be entitled to recover from Tenant as
and for liquidated damages an amount equal to the difference between the rent
reserved hereunder for the unexpired portion of the term demised and the fair
and reasonable rental value of the demised premises for the same period. In the
computation of such damages the difference between any installment of rent
becoming due hereunder after the date of termination and the fair and reasonable
rental value of the demised premises for the period for which such installment
was payable shall be discounted to the date of termination at the rate of four
percent (4%) per annum. If such premises or any part thereof be re-let by the
Owner for the unexpired term of said lease, or any part thereof, before
presentation of proof of such liquidated damages to any court, commission or
tribunal, the amount of rent reserved upon such re-letting shall be deemed to be
the fair and reasonable rental value for the part or the whole of the premises
so re-let during the term of the re-letting. Nothing herein contained shall
limit or prejudice the right of the Owner to prove for and obtain as liquidated
damages by reason of such termination, 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, equal to, or less than the amount of the difference referred to
above.

Default:

17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
[other than the covenants for the payment of rent or additional rent]; or if the
demised premises become vacant or deserted [insert 7.2]; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if this lease be rejected under Section 235 [insert 17.1] of Title 11 of the
U.S. Code (bankruptcy code); or if Tenant shall fail to move into or take
possession of the premises within thirty (30) days after the commencement of the
term of this lease, then, in any one or more of such events, upon Owner serving
a written fifteen (15) days notice upon Tenant specifying the nature of said
default and upon the expiration of said fifteen (15) days, if Tenant shall have
failed to comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said fifteen (15) day period, and if Tenant shall not have
diligently commenced curing such default within such fifteen (15) day period,
and shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written five (5) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said five (5) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such five (5) day period were the
day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Owner but Tenant shall remain liable as hereinafter provided.

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(2) If the notice provided for in (1) hereof shall have been given, and the term
shall expire as aforesaid; or if Tenant shall make default in the payment of the
rent reserved herein or any item of additional rent herein mentioned or any part
of either or in making any other payment herein required; then and in any of
such events Owner may without notice, re-enter the demised premises either by
force or otherwise, and dispossess Tenant by summary proceedings or otherwise,
and the legal representative of Tenant or other occupant of demised premises and
remove their effects and hold the premises as if this lease had not been made,
and Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default hereunder
prior to the date fixed as the commencement of any renewal or extension of this
lease, Owner may cancel and terminate such renewal or extension agreement by
written notice.

Remedies of Owner and Waiver of Redemption:

18. In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings or other wise, (a) the rent shall become due thereupon and
be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner
may re-let the premises or any part or parts thereof, either in the name of
Owner or otherwise, for a term or terms, which may at Owner's option be less
than or exceed the period which would otherwise have constituted the balance of
the term of this lease and may grant concessions or free rent or charge a higher
rental than that in this lease, and/or (c) Tenant or the legal representatives
of Tenant shall also pay Owner as liquidated damages for the failure of Tenant
to observe and perform said Tenant's covenants herein contained, any deficiency
between the rent hereby reserved and/or covenanted to be paid and the net
amount, if any, of the rents collected on account of the lease or leases of the
demised premises for each month of the period which would otherwise have
constituted the balance of the term of this lease. The failure of Owner to
re-let the premises or any part or parts thereof shall not release or affect
Tenant's liability for damages. In computing such liquidated damages there shall
be added to the said deficiency such expenses as Owner may incur in connection
with re-letting, such as legal expenses, reasonable attorneys' fees, brokerage,
advertising and for keeping the demised premises in good order or for preparing
the same for re-letting. Any such liquidated damages shall be paid in monthly
installments by Tenant on the rent day specified in this lease and any suit
brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Owner to collect the deficiency for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in good order or preparing the same for re-rental may, at Owner's option, make
such alterations, repairs, replacements, and/or decorations in the demised
premises as Owner, in Owner's sole judgment, considers advisable and necessary
for the purpose of re-letting the demised premises, and the making of such
alterations, repairs, replacements, and/or decorations shall not operate or be
construed to release Tenant from liability hereunder as aforesaid. Owner shall
in no event be liable in any way whatsoever for failure to re-let the demised
premises, or in the event that the demised premises are re-let, for failure to
collect the rent thereof under such re-letting, and in no event shall Tenant be
entitled to receive any excess, if any, of such net rents collected over the
sums payable by Tenant to Owner hereunder. In the event of a breach or
threatened breach by Tenant of any of the covenants or provisions hereof, Owner
shall

<PAGE>   11

have the right of injunction and the right to invoke any remedy allowed at law
or in equity as if re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this lease of any particular remedy, shall not
preclude Owner from any other remedy, in law or in equity. Tenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for
any cause, or in the event of Owner obtaining possession of demised premises, by
reason of the violation by Tenant of any of the covenants and conditions of this
lease, or otherwise.

Fees and Expenses:

19. 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, after notice if
required and upon expiration of any applicable grace period, if any (except in
an emergency), then, unless otherwise provided elsewhere in this lease, Owner
may immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder. If Owner, in connection with the foregoing or
in connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the payment of money,
including but not limited to reasonable attorneys' fees, in instituting,
prosecuting or defending any action or proceeding, and prevails in any such
action or proceeding then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's default shall be deemed to be additional rent hereunder and
shall be paid by Tenant to Owner within ten (10) days of rendition of any bill
or statement to Tenant therefor. If Tenant's lease term shall have expired at
the time of making of such expenditures or incurring of such obligations, such
sums shall be recoverable by Owner, as damages.

Building Alterations and Management:

20. Owner shall have the right at any time 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, stairs, toilets or other public parts of the building and
to change the name, number or designation by which the building may be known.
There shall be no allowance to Tenant for diminution of rental value and no
liability on the part of Owner by reason of inconvenience, annoyance or injury
to business arising from Owner or other Tenants making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
such controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.

No Representations by Owner:

21. [Neither] [Insert 21.1] Owner nor Owner's agents have made any
representations or promises with respect to the physical condition of the
building, the land upon which it

<PAGE>   12

is erected or the demised premises, the rents, leases, expenses of operation or
any other matter or thing affecting or related to the premises except as herein
expressly set forth and no rights, easements or licenses are acquired by Tenant
by implication or otherwise except as expressly set forth in the provisions of
this lease. Tenant has inspected the building and the demised premises and is
thoroughly acquainted with their condition and agrees to take the same "as is"
[Insert 21.2] and acknowledges that the taking of possession of the demised
premises by Tenant shall be conclusive evidence that the said premises and the
building of which the same form a part were in good and satisfactory condition
at the time such possession was so taken, except as to latent defects. All
understandings and agreements heretofore made between the parties hereto are
merged in this contract, which alone fully and completely expresses the
agreement between Owner and Tenant and any executory agreement hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of it
in whole or in part, unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

End of Term:

22. Upon the expiration or other termination of the term of this lease, Tenant
shall quit and surrender to Owner the demised premises, broom clean, in good
order and condition, ordinary wear [Insert 22.1] and damages which Tenant is not
required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all its property. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If the
last day of the term of this Lease or any renewal thereof, falls on Sunday, this
lease shall expire at noon on the preceding Saturday unless it be a legal
holiday in which case it shall expire at noon on the preceding business day.

Quiet Enjoyment:

23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and
additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the premises hereby demised, subject, nevertheless, to the
terms and conditions of this lease including, but not limited to, Article 31
hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.

Failure to Give Possession:

24. If Owner is unable to give possession of the demised premises on the date of
the commencement of the term hereof, because of the holding-over or retention of
possession of any tenant, undertenant or occupants or if the demised premises
are located in a building being constructed, because such building has not been
sufficiently completed to make the premises ready for occupancy or because of
the fact that a certificate of occupancy has not been procured or for any other
reason, Owner shall not be subject to any liability for failure to give
possession on said date and the validity of the lease shall not be impaired
under such circumstances, nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided

<PAGE>   13

Tenant is not responsible for Owner's inability to obtain possession or complete
construction) until after Owner shall have given Tenant written notice that the
Owner is able to deliver possession in condition required by this lease. If
permission is given to Tenant to enter into the possession of the demised
premises or to occupy premises other than the demised premises prior to the date
specified as the commencement of the term of this lease, Tenant covenants and
agrees that such possession and/or occupancy shall be deemed to be under all the
terms, covenants, conditions and provisions of this lease except the obligation
to pay the fixed annual rent set forth in the preamble to this lease. The
provisions of this article are intended to constitute "an express provision to
the contrary" within the meaning of Section 223-a of the New York Real Property
Law.

No Waiver:

25. The failure of Owner to seek redress for violation of, or to insist upon the
strict performance of any covenant or condition of this lease or of any of the
Rules or Regulations, set forth or hereafter adopted by Owner, 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 Owner of rent
and/or additional rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been waived by Owner unless such waiver be in writing
signed by Owner. No payment by Tenant or receipt by Owner of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
of any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided. No act or thing done by Owner or Owner's
agents during the term hereby demised shall be deemed an acceptance of a
surrender of said premises, and no agreement to accept such surrender shall be
valid unless in writing signed by Owner. No employee of Owner or Owner's agent
shall have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.

Waiver of Trial by Jury:

26. It is mutually agreed by and between Owner and Tenant that the respective
parties hereto shall and they hereby do waive trial by jury in any action
proceeding or counterclaim brought by either of the parties hereto against the
other (except for personal injury or property damage) on any matters whatsoever
arising out of or in any way connected with this lease, the relationship of
Owner and Tenant, Tenant's use of or occupancy of said premises, and any
emergency statutory or any other statutory remedy. It is further mutually agreed
that in the event Owner commences any proceeding or action for possession
including a summary proceeding for possession of the premises, Tenant will not
interpose any counterclaim of whatever nature or description in any such
proceeding including a counterclaim under Article 4 except for statutory
mandatory counterclaims.

<PAGE>   14

Inability to Perform:

27. This Lease and the obligation of Tenant to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of Tenant to be
performed shall in no wise be affected, impaired or excused because Owner 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 repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment,
fixtures, or other materials if Owner is prevented or delayed from so doing by
reason of strike or labor troubles [or any cause whatsoever including, but not
limited to,] government preemption or restrictions or by reason of any rule,
order or regulation of any department or subdivision thereof of any government
agency or by reason of the conditions which have been or are affected, either
directly or indirectly, by war or other emergency. [Insert 27.1]

Bills and Notices:

28. Except as otherwise in this lease provided, a bill, statement, notice or
communication which Owner may desire or be required to give to Tenant, shall be
deemed sufficiently given or rendered if, in writing, delivered to Tenant
personally or sent by registered or certified mail [Insert 28.1] addressed to
Tenant at the [Rider to be added if necessary.] building of which the demised
premises form a part or at the last known residence address or business address
of Tenant or left at any of the aforesaid premises addressed to Tenant, and the
time of the rendition of such bill or statement and of the giving of such notice
or communication shall be deemed to be the time when the same is delivered to
Tenant, mailed, or left at the premises as herein provided. Any notice by Tenant
to Owner must be served by registered or certified mail [Insert 28.1] addressed
to Owner at the address first hereinabove given or at such other address as
Owner shall designate by written notice.

Services Provided by Owners:

29. As long as Tenant is not in default under any of the covenants of this lease
beyond the applicable grace period provided in this lease for the curing of such
defaults, Owner shall provide: (a) necessary elevator facilities on business
days from 8 a.m. to 6 p.m. and have one elevator subject to call at all other
times; (b) heat to the demised premises when and as required by law, on business
days from 8 a.m. to 6 p.m.; (c) water for ordinary lavatory [Inset 29.1]
purposes, but if Tenant uses or consumes water for any other purposes or in
unusual quantities (of which fact Owner shall be the sole judge), Owner may
install a water meter at Tenant's expense which Tenant shall thereafter maintain
at Tenant's expense in good working order and repair to register such water
consumption and Tenant shall pay for water consumed as shown on said meter as
additional rent as and when bills are rendered; (d) cleaning service for the
demised premises on business days at Owner's expense provided that the same are
kept in order by Tenant. If, however, said premises are to be kept clean by
Tenant, it shall be done at Tenant's sole expense, in a manner reasonably
satisfactory to Owner and no one other than persons approved by Owner shall be
permitted to enter said premises or the building of which they are a part

<PAGE>   15

for such purpose. Tenant shall pay Owner the cost of removal of any of Tenant's
refuse and rubbish from the building; (e) If the demised premises are serviced
by Owner's air conditioning/cooling and ventilating system, air
conditioning/cooling will be furnished to Tenant from May 15th through September
30th on business days (Mondays through Fridays, holidays excepted) from 8:00
a.m. to 6:00 p.m. [Insert 29.2], and ventilation will be furnished on business
days during the aforesaid hours except when air conditioning/cooling is being
furnished as aforesaid. If Tenant requires air conditioning/cooling or
ventilation for more extended hours or on Saturdays, Sundays or on holidays, as
defined under Owner's contract with Operating Engineers Local 94-94A, Owner will
furnish the same at Tenant's expense [Insert 29.3] [RIDER to be added in respect
to rates and conditions for such additional service]; (f) Owner reserves the
right to stop services of the heating, elevators, plumbing, air-conditioning,
electric, power systems or cleaning or other services, if any, when necessary by
reason of accident or for repairs, alterations, replacements or improvements
necessary or desirable in the judgment of Owner for as long as may be reasonably
required by reason thereof. If the building of which the demised premises are a
part supplies manually operated elevator service, Owner at any time may
substitute automatic control elevator service and proceed diligently with
alterations necessary therefor without in any wise affecting this lease or the
obligation of Tenant hereunder.

Captions:

30. 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 nor the intent
of any provisions thereof.

Definitions:

31. The term "office," or "offices," wherever used in this lease, shall not be
construed to mean premises used as a store or stores, for the sale or display,
at any time, of goods, wares or merchandise, of any kind, or as a restaurant,
shop, booth, bootblack or other stand, barber shop, or for other similar
purposes or for manufacturing. The term "Owner" means a landlord or lessor, and
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) of which the demised premises form a part, so that
in the event of any sale or sales of said land and building or of said lease, or
in the event of a lease of said building, or of the land and building, the said
Owner shall be and hereby is entirely freed and relieved of all covenants and
obligations of Owner hereunder, and it shall be deemed and construed without
further agreement between the parties or their successors in interest, or
between the parties and the purchaser, at any such sale, or the said lessee of
the building, or of the land and building, that the purchaser or the lessee of
the building has assumed and agreed to carry out any and all covenants and
obligations of Owner, hereunder. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays, Sundays and all
days as observed by the State or Federal Government as legal holidays and those
designated as holidays by the applicable building service union employees
service contract or by the applicable Operating

<PAGE>   16

Engineers contract with respect to HVAC service. Wherever it is expressly
provided in this lease that consent shall not be unreasonably withheld, such
consent shall not be unreasonably delayed.

Adjacent Excavation-Shoring:

32. If an excavation shall be made upon land adjacent to the demised premises,
or shall be authorized to be made, Tenant shall afford to the person causing or
authorized to cause such excavation, license to enter upon the demised premises
for the purpose of doing such work as said person shall deem necessary to
preserve the wall or the building of which demised premises form a part from
injury or damage and to support the same by proper foundations without any claim
for damages or indemnity against Owner, or diminution or abatement of rent.

Rules and Regulations:

33. Tenant and Tenant's servants, employees, agents, visitors, and licensees
shall observe faithfully, and comply strictly with, the Rules and Regulations
[Insert 33.1] and such other and further reasonable Rules and Regulations as
Owner or Owner's agents may from time to time adopt. Notice of any additional
rules or regulations shall be given in such manner as Owner may elect. In case
Tenant disputes the reasonableness of any additional Rule or Regulation
hereafter made or adopted by Owner or Owner's agents, the parties hereto agree
to submit the question of the reasonableness of such Rule or Regulation for
decision [Insert 33.2] [to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
hereto]. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon Owner within fifteen (15) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Owner any duty or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other tenant and Owner shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.

See paragraph 55 for substitution

Security:

<PAGE>   17

[Insert 34.1]

Estoppel Certificate:

35. Tenant, at any time, and from time to time, upon at least 10 days' prior
notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any
other person, firm or corporation specified by Owner, a statement certifying
that this Lease is unmodified and in full force and effect (or, if there have
been modifications, that the same is in full force and effect (as modified and
stating the modifications), stating the dates to which the rent and additional
rent have been paid, and stating whether or not there exists any default by
Owner under this Lease, and, if so, specifying each such default.

Successors and Assigns:

36. The covenants, conditions and agreements contained in this lease shall bind
and inure to the benefit of Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns. Tenant shall look only to Owner's estate
and interest in the land and building, for the satisfaction of Tenant's remedies
for the collection of a judgment (or other judicial process) against Owner in
the event of any default by Owner hereunder, and no other property or assets of
such Owner (or any partner, member, officer or director thereof, disclosed or
undisclosed), shall be subject to levy, execution or other enforcement procedure
for the satisfaction of Tenant's remedies under or with respect to this lease,
the relationship of Owner and Tenant hereunder, or Tenant's use and occupancy of
the demised premises.

                 See Rider Annexed Hereto and Made a Part Hereof

In Witness Whereof, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

Witness for Owner:                           TRUSTEES OF THE MASONIC HALL AND
                                             ASYLUM FUND

<PAGE>   18

___________________________________          BY:________________________________


Witness for Tenant:                          ORGANIC ONLINE, INC.

___________________________________          BY:________________________________


                                ACKNOWLEDGEMENTS

<TABLE>
<S>                                            <C>
CORPORATE OWNER                                CORPORATE TENANT
STATE OF NEW YORK, ss.:                        STATE OF NEW YORK, ss.:
County of                                      County of

On this _______ day of ____________, 1999__,   On this _______ day of ____________,
before me personally came ______               1999__, before me personally came ______
___________________, to me known, who being    ___________________, to me known, who
by me duly sworn, did depose and say that he   being by me duly sworn, did depose and
resides in _________________                   say that he resides in _________________
_________________; that he is the _____        _________________; that he is the _____
___________________ of ____________            ___________________ of ____________
______________ the corporation described in    ______________ the corporation described
and which executed the foregoing instrument,   in and which executed the foregoing
as OWNER; that he knows the seal of said       instrument, as TENANT; that he knows the
corporation; the seal affixed to said          seal of said corporation; the seal
instrument is such corporate seal; that it     affixed to said instrument is such
was so affixed by order of the Board of        corporate seal; that it was so affixed by
Directors of said corporation, and that he     order of the Board of Directors of said
signed his name thereto by like order.         corporation, and that he signed his name
                                               thereto by like order.

    ____________________________                   ____________________________


INDIVIDUAL OWNER                               INDIVIDUAL TENANT
STATE OF NEW YORK, ss.:                        STATE OF NEW YORK, ss.:
County of                                      County of

On this _______ day of ____________, 1999__,   On this _______ day of ____________,
before me personally came ______               1999__, before me personally came ______
___________________, to be known and known     ___________________, to be known and
to me to be the individual described in and    known to me to be the individual
who, as OWNER, executed the foregoing          described in and who, as TENANT, executed
instrument and acknowledged to me that         the foregoing instrument and acknowledged
_________________________ he executed          to me that _________________________ he
                                               executed
</TABLE>

<PAGE>   19

<TABLE>
<S>                                            <C>
the same.                                      the same.

    ____________________________                   ____________________________
</TABLE>

<PAGE>   20

                                    GUARANTY

        FOR VALUE RECEIVED, and in consideration for, and as an inducement to
Owner making the within lease with Tenant, the undersigned guarantees to Owner,
Owner's successors and assigns, the full performance and observance of all the
covenants, conditions and agreements, therein provided to be performed and
observed by Tenant, including the "Rules and Regulations" as therein provided,
without requiring any notice of non-payment, non-performance, or non-observance,
or proof, or notice, or demand, whereby to charge the undersigned therefor, all
of which the undersigned hereby expressly waives and expressly agrees that the
validity of this agreement and the obligations of the guarantor hereunder shall
in no wise be terminated, affected or impaired by reason of the assertion by
Owner against Tenant of any of the rights or remedies reserved to Owner pursuant
to the provisions of the within lease. The undersigned further covenants and
agrees that this guaranty shall remain and continue in full force and effect as
to any renewal, modification or extension of this lease and during any period
when Tenant is occupying the premises as a "statutory tenant." As a further
inducement to Owner to make this lease and in consideration thereof, Owner and
the undersigned covenant and agree that in any action or proceeding brought by
either Owner or the undersigned against the other on any matters whatsoever
arising out of, under, or by virtue of the terms of this lease or of this
guarantee that Owner and the undersigned shall and do hereby waive trial by
jury.

Dated:_______________________________________        19______

_____________________________________________
Guarantor

_____________________________________________
Witness

                             IMPORTANT - PLEASE READ
                      RULES AND REGULATIONS ATTACHED TO AND
                            MADE A PART OF THIS LEASE
                         IN ACCORDANCE WITH ARTICLE 33.

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 Owner.
There shall not be used in any space, or in the public hall 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
sideguards. If said premises are situated on the ground floor of the building,
Tenant thereof shall further, at Tenant's expense, keep the sidewalk and curb in
front of said premises clean and free from ice, snow, dirt and rubbish.

<PAGE>   21

2. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed and no
sweepings, 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 offensive or objectionable to Owner
or other occupants of the building by reason of noise, odors, and/or vibrations,
or interfere in any way with other Tenants or those having business therein, nor
shall any bicycles, vehicles, animals, fish, or birds be kept in or about the
building. Smoking or carrying lighted cigars or cigarettes in the elevators of
the building is prohibited.

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

5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premise if the
same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance door
of the premises. In the event of the violation of the foregoing by any Tenant,
Owner may remove same without any liability, and may charge the expense incurred
by such removal to Tenant or Tenants violating this rule. Interior signs on
doors and directory tablet shall be inscribed, painted or affixed for each
Tenant by Owner at the expense of such Tenant, and shall be of a size, color and
style acceptable to Owner.

6. 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, cutting
or stringing of wires shall be permitted, except with the prior written consent
of Owner, and as Owner 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.

7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or mechanism thereof. Each Tenant must, upon the termination of his Tenancy,
restore to Owner all keys of stores, offices and toilet rooms, either furnished
to, or otherwise procured by,

<PAGE>   22

such Tenant, and in the event of the loss of any keys, so furnished, such Tenant
shall pay to Owner the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner 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.

9. Canvassing, soliciting and peddling in the building is prohibited and each
Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all persons who do not
present a pass to the building signed by Owner. Owner will furnish passes to
persons for whom any Tenant requests same in writing. Each Tenant shall be
responsible for all persons for whom he requests such pass and shall be liable
to Owner for all acts of such persons. Tenant shall not have a claim against
Owner by reason of Owner excluding from the building any person who does not
present such pass.

11. Owner shall have the right to prohibit any advertising by any Tenant which,
in Owner's opinion, tends to impair the reputation of the building or its
desirability as a building for offices, and upon written notice from Owner,
Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the demised
premises, any inflammable, combustible, explosive, or hazardous fluid, material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or emanate
from the demised premises.

13. 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 Owner with respect to such services. If Tenant requires
air conditioning or ventilation after the usual hours, Tenant shall give notice
in writing to the building superintendent prior to 3:00 p.m. in the case of
services required on week days, and prior to 3:00 p.m. on the day prior in case
of after hours service required on weekends or on holidays. Tenant shall
cooperate with Owner in obtaining maximum effectiveness of the cooling system by
lowering and closing venetian blinds and/or drapes and curtains when the sun's
rays fall directly on the windows of the demised premises.

14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky
matter, or fixtures into or out of the building without Owner's prior written
consent. If such safe, machinery, equipment, bulky matter or fixtures requires
special handling, all work in connection therewith shall comply with the
Administrative Code of the City of
<PAGE>   23
New York and all other laws and regulations applicable thereto and shall be done
during such hours as Owner may designate.

15 Refuse and Trash. (1) Compliance by Tenant. Tenant covenants and agrees, at
its sole cost and expense, to comply with all present and future laws, orders,
and regulations of all state, federal, municipal, and local governments,
departments, commissions and boards regarding the collection, sorting,
separation and recycling of waste products, garbage, refuse and trash. Tenant
shall sort and separate such waste products, garbage, refuse and trash into such
categories as provided by law. Each separately sorted category of waste
products, garbage, refuse and trash shall be placed in separate receptacles
reasonably approved by Owner. Such separate receptacles may, at Owner's option,
be removed from the demised premises in accordance with a collection schedule
prescribed by law. Tenant shall remove, or cause to be removed by a contractor
acceptable to Owner, at Owner's sole discretion, such items as Owner may
expressly designate. (2) Owner's Rights in Event of Noncompliance. Owner has the
option to refuse to collect or accept from Tenant waste products, garbage,
refuse or trash (a) that is not separated and sorted as required by law or (b)
which consists of such items as Owner may expressly designate for Tenant's
removal, and to require Tenant to arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay
all costs, expenses, fines, penalties, or damages that may be imposed on Owner
or Tenant by reason of Tenant's failure to comply with the provisions of this
Building Rule 15, and, at Tenant's sole cost and expense, shall indemnity,
defend and hold Owner harmless (including reasonable legal fees and expenses)
from and against any actions, claims and suits arising from such noncompliance,
utilizing counsel reasonably satisfactory to Owner.

<PAGE>   24

              INSERTS TO AGREEMENT OF LEASE BETWEEN TRUSTEES OF THE
              MASONIC HALL AND ASYLUM FUND, AS OWNER, AND ORGANIC
               ONLINE, INC., AS TENANT, DATED AS OF JUNE __, 1998

(3.1)   Anything contained in this Article 3 or in Section 37C(3) of this lease
        to the contrary notwithstanding, Owner's consent shall not be
        unreasonably withheld or delayed with respect to any cosmetic,
        networking, telephone, nonstructural Tenant's Changes, provided that (x)
        consent for such Tenant's Change is not required by any third party
        (such as, by way of example, a mortgagee or ground lessor), and (y) such
        Tenant's Change (i) is not visible from the outside of the Building,
        (ii) does not affect any part of the Building other than the demised
        premises, (iii) does not affect any services required to be furnished by
        Owner to any other tenant or occupant of the Building, (iv) does not
        affect the proper functioning of any Building Systems (hereinafter
        defined), (v) does not impair or diminish the value or utility of the
        Building, and (vi) does not affect the certificate of occupancy for the
        Building or the demised premises. Owner's consent shall not be required
        with respect to those nonstructural Tenant's Changes which are merely
        cosmetic or decorative in nature, comply with the provisions of clauses
        (1) - (vi) above, and the cost of which are less than twenty thousand
        dollars ($20,000), provided, however, that such Tenant's Changes shall
        otherwise be performed in accordance with the provisions of this lease.
        With respect to mere cosmetic and/or decorative Tenant's Changes, Tenant
        shall only be required to submit to Owner a reasonably detailed
        schematic design or description and such other information as shall be
        reasonably requested by Owner. The term "Building Systems" shall mean
        the mechanical, gas, electrical, sanitary, heating, air-conditioning,
        ventilating, elevator, plumbing, life-safety and other service systems
        of the Building.

(3.2)   or U.C.C. financing statement

(3.3)   or otherwise

(3.4)   given together with Owner's consent to Tenant's alterations (provided,
        however, that Tenant's request for consent for such alterations must
        specifically state that if Owner does not require removal of the
        alterations when giving its consent thereto, Owner shall have waived its
        right to have Tenant remove the same prior to the expiration of the term
        of this lease),

(4.1)   the

(4.2)   Building Systems

(6.1)   (collectively, "Requirements")

(6.2)   that which would otherwise be in effect.

(9.1)   or totally inaccessible



                                  Inserts - i
<PAGE>   25

(11.1)  , which consent to a sublease or to an assignment shall be governed by
        the terms of Article 47 hereof.

(17.1)  Section 365

(17.2)  for a period in excess of thirty (30) days

(21.1)  Except as expressly provided herein, neither

(21.2)  subject to the performance by Owner of the work ("Owner's Work") set
        forth on Exhibit "B" annexed hereto and made a part hereof,

(22.1)  and damage by fire or other insurable casualty

(27.1)  or by reason of any other cause beyond Owner's reasonable control

(28.1)  or by overnight mail or courier service

(29.1)  and drinking

(29.1)  and drinking

(29.2)  and on Saturdays from 8:00 a.m. to 1:00 p.m., upon Tenant's prior
        request

(29.3) For overtime air-conditioning, the following rates shall apply:

<TABLE>
<S>                                                          <C>
        Sundays and holidays from 8:00 a.m. to 4:00 p.m.     $150.00 (flat rate)
        Saturdays after 1:00 p.m.                            $25.00/hour
</TABLE>

(33.1)  hereinafter set forth and annexed hereto and made a part hereof as
        Exhibit "C"

(33.2)  by informal arbitration pursuant to Article 46 hereof.



                                  Inserts - ii
<PAGE>   26

RIDER ATTACHED TO AND FORMING PART OF LEASE DATED AS OF JUNE _, 1998 BETWEEN
TRUSTEES OF THE MASONIC HALL AND ASYLUM FUND, OWNER, AND ORGANIC ONLINE, INC.,
TENANT

PREMISES:      71 WEST 23RD STREET
               NEW YORK, NEW YORK
               ENTIRE 14TH AND 15TH FLOORS AND THE ADDITIONAL DESIGNATED FLOOR



                          I. APPLICATION OF THIS RIDER

        A. Rider Provisions Paramount. If and to the extent that any of the
provisions of this Rider conflict or are otherwise inconsistent with any of the
preceding printed provisions of this lease, or of the Rules and Regulations
attached to this lease as Exhibit "C", whether or not such inconsistency is
expressly noted in this Rider, the provisions of this Rider shall prevail, and
in case of inconsistency with said Rules and Regulations, shall be deemed a
waiver of such Rules and Regulations with respect to Tenant to the extent of
such inconsistency.

        B. Additional Definitions. For the purpose of this lease and all
agreements supplemental to this lease, and all communications with respect
thereto, unless the context otherwise requires:

               1. The term "The Additional Designated Floor" shall mean the
eighth floor or other floor in the Building for which Owner is able to deliver
possession to Tenant, provided, however, that such possession is delivered by
Owner to Tenant on or before July 1, 1999 pursuant to written notice given by
Owner to Tenant not later than 30 days prior to such delivery of possession.

               2. The term "fixed rent" shall mean rent consisting of base rent
at the annual rate of:

   a.   Six Hundred Seventy Six Thousand Dollars and 00/100 ($676,000.00) per
        annum (i.e., $56,333.33 per month) for the period commencing on the
        Commencement Date and ending on the earlier of (a) delivery to Tenant of
        possession of the Additional Designated Floor and (b) the day
        immediately preceding the fifth anniversary of the Commencement Date; on
        the day immediately preceding the fifth anniversary of the Commencement
        Date; and

   b.   One Million Fourteen Thousand Dollars and 00/100 ($1,014,000.00) per
        annum (i.e. $84,500.00 per month) for the period commencing upon
        delivery to Tenant of possession of the Additional Designated Floor and
        ending on the day immediately preceding the fifth anniversary of the
        Commencement Date; and

   c.   One Million Ninety Two Thousand Dollars and 00/100 ($1,092,000.00) per
        annum (i.e. $91,000.00 per month) for the period commencing on the
        fifth


                                       1
<PAGE>   27

        anniversary of the Commencement Date and ending on the Expiration Date
        provided, however, that in the event Owner shall have been unable to
        deliver to Tenant possession of the Additional Designated Floor, the
        base rent for the period commencing on the fifth anniversary of the
        Commencement Date and ending on the Expiration Date shall be Seven
        Hundred Twenty Eight Thousand and 00/100 ($728,000.00) per annum (i.e.
        $60,666.67 per month).

The rentable area of the demised premises is agreed to be 26,000 square feet for
all purposes of this lease until Owner shall have delivered to Tenant possession
of the Additional Designated Floor at which time the rentable area of the
demised premises is agreed to be 39,000 square feet for all purposes of this
lease.

               3. The term "additional rent" shall mean all sums of money, other
than fixed rent, as shall become due and payable from Tenant to Owner hereunder,
and Owner shall have the same remedies therefor as for a default in payment of
fixed rent.

               4. The terms "rent" and "rents" shall mean and include fixed rent
and/or additional rent and/or escalation rent hereunder.

               5. The term "Commencement Date" shall mean the date of full
execution and delivery of this lease, and the term "Expiration Date" shall mean
the last day of the calendar month in which the ten (10) year five (5) month
anniversary of the Commencement Date occurs.

               6. Any provision in this lease that one party or the other or
both shall do or not do or shall cause or permit or not cause or permit a
particular act, condition or circumstance shall be deemed to mean that such
party so covenants or both parties so covenant, as the case may be. Tenant's
obligations hereunder shall be construed in every instance as conditions as well
as covenants. Such provisions shall be deemed to mean that if the performance of
the covenant will involve incurrence of expense such expense shall be borne by
the party responsible for such performance except where this lease expressly
provides otherwise.

               7. The term "Tenant" shall mean Tenant herein named or any
permitted assignee or other successor in interest (immediate or remote) of
Tenant herein named, when Tenant herein named or such assignee or other
successor in interest as the case may be is in possession of the demised
premises as owner of the Tenant's estate and interest granted by this lease, and
also, if Tenant is not an individual or corporation, all of the individuals,
firms and/or corporations or other entities comprising Tenant.

               8. Any transfer by operation of law or otherwise, of Tenant's
interest in this lease or of any subtenant's interest in a sublease hereunder,
or, unless Tenant or the subtenant is an entity the securities of which are
registered under appropriate statutory authority and listed and traded on a
national exchange, of a 50% or greater interest in Tenant, or in a subtenant
hereunder (whether stock, partnership interest or otherwise), in a single
transaction or a related series of transactions, shall be deemed an assignment
of



                                       2
<PAGE>   28

this lease within the meaning of Article 11 or an assignment of the sublease
within the meaning of Article 47, as the case may be.

               9. All references in this lease to numbered Articles and lettered
Exhibits are references to Articles of this lease and Exhibits annex ed to (and
thereby made part of) this lease, as the case may be, unless expressly otherwise
designated in the context.

               10. The words "include", "including" and "such as" shall each be
construed as if followed by the phrase "without being limited to". The words
"herein", "hereof", "hereby", "hereunder" and words of similar import shall be
construed to refer to this lease as a whole and not to any particular Article or
subdivision thereof unless expressly so stated. The rule of ejusdem generis
shall not be applicable to limit a general statement following or referable to
an enumeration of specific matters, to matters similar to the matters
specifically mentioned. Words and phrases used in the singular shall be deemed
to include the plural and vice versa and nouns and pronouns used in any
particular gender shall be deemed to include any other gender, as the sense of
the context may permit.

               11. The term "Specialty Alterations" shall mean Tenant's Changes
(hereinafter defined) consisting of kitchens, executive bathrooms, raised
computer floors, computer installations, vaults, libraries, internal staircases,
dumbwaiters, pneumatic tubes, vertical and horizontal transportation systems,
and other Tenant's Changes of a similar character.

               12. The term "Initial Tenant's Changes" shall mean the changes
made by Tenant to initially prepare the demised premises for Tenant's occupancy.

               13. The terms "substantial completion" or "substantially
completed" or words of similar import shall mean that Owners Work has been
substantially completed, it being agreed that Owner's Work shall be deemed
substantially complete notwithstanding the fact that minor or insubstantial
details of construction or demolition and/or mechanical adjustment and/or
decorative items remain to be performed.

               14. The term "Applicable Rate" shall mean the lesser of (a) two
(2) percentage points above the then current rate of interest publicly announced
from time to time by The Chase Manhattan Bank, or its successor, as its "prime
lending rate" (or such other term as may be used by The Chase Manhattan Bank,
from time to time, for the rate presently referred to as its "prime lending
rate"), and (b) the maximum rate permitted by applicable law.

        C. Some Qualifications of Certain Preceding Printed Articles.

               1. Notwithstanding Tenant's agreement to pay the fixed rent in
lawful money which shall be legal tender, Owner shall accept, subject to
collection, and Tenant shall pay all fixed rent and additional rent falling due
under this lease by currently dated, unendorsed check of Tenant, payable to
Owner or its designed agent and drawn on a bank or trust company which is a
member of the New York Clearing House. If Tenant shall default in timely payment
of any rent twice in any period of twenty-four (24) months, and



                                       3
<PAGE>   29

whether or not such default shall be cured, Owner, may by notice given to Tenant
at any time thereafter, require Tenant to make all further rent payments by
currently dated, unendorsed certified or official bank check payable to Owner on
a bank or trust company that is a member of the New York Clearing House.

               2. The use of the demised premises for the purposes specified in
Article 2 shall not in any event be deemed to include, and Tenant shall not use,
or permit the use of the demised premises or any part thereof for:

   i.   the conduct of a public auction of any kind or of any gaming or gambling
        activities, or of any political or club activities, whether private or
        public;

   ii.  the conduct of a school of any kind (other than a training center for
        employees of Tenant);

   iii. the conduct of a cafeteria or restaurant other than private dining
        facilities for Tenant's officers, employees and business guests;

   iv.  the conduct of any business, occupation or activity which, in the
        reasonable judgment of Owner, may (i) create or foster an unusual risk
        to the security of the Building or of any of its tenants or occupants,
        (ii) impair the reputation of the Building for the highest class of
        office and commercial uses, or (iii) interfere with or disturb the
        occupancy of other tenants in the Building; or

   v.   the conduct of meetings, shows or exhibits for the general public.

        In no event shall the demised premises be used or occupied by anyone (as
assignee of this lease or as subtenant or licensee), who shall not have a
financial standing, or shall not be of a character, or shall not be engaged in a
business, or shall not use the demised premises in a manner, which shall be in
keeping with the standards in such respects of the other tenancies in the
Building.

        In no event shall Tenant cause or permit, as the result of any
intentional or unintentional act or omission on the part of Tenant, its agents,
employees, tenants, subtenants or other occupants of the demised premises to
release Hazardous Substances (hereinafter defined) in or from any portion of the
demised premises in violation of any Environmental Laws (hereinafter defined).
Tenant shall indemnify, defend and hold harmless Owner and any property
manager(s) engaged by Owner, their successors, assigns, and each of their
affiliated companies, partners, shareholders, agents, directors, officers and
employees (collectively, "Indemnitees") from and against any and all claims,
demands, penalties, fines, liabilities, settlements, suits, damages, losses,
injuries, costs and expenses of whatever kind or nature, known or unknown,
contingent or otherwise, including, without limitations, attorneys' and
consultants' fees and disbursements and investigation and laboratory fees
arising out of, or in any way related to: (i) the presence, disposal, release or
threat of release of any Hazardous Substance as a result of any act or omission
of Tenant, its agents, employees, tenants, subtenants, invitees or other
occupants of the demised premises, in or from or affecting the demised premises;
(ii) any personal injury (including wrongful death) or property damage (real or
personal) arising



                                       4
<PAGE>   30

out of related to any such Hazardous Substance; (iii) any lawsuit brought or
threatened, settlement reached or government order relating to such Hazardous
Substance; and (iv) any violations of any Environmental Laws. As used herein the
term "Hazardous Substance" shall mean solid waste, hazardous waste, hazardous
substance, petroleum product or similar term as used and defined in the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response,
Compensation and Liability Act, the Hazardous Material Transportation Act, the
Federal Water Pollution Control Act, the Superfund Amendments and
Reauthorization Act of 1986, any laws relating to underground storage tanks, and
any similar or successor federal law, state law or local statutes or ordinances
and any rules, regulations and policies promulgated thereunder, as any of the
same may be amended from time to time (collectively, "Environmental Laws").
Tenant's indemnity hereunder shall survive the expiration or sooner termination
of this lease.

               3. Supplementing Article 3:

   i.   Tenant shall cause any permitted alterations, decorations,
        installations, additions or improvements (herein called "Tenant's
        Changes"; Tenant's Changes shall also include Initial Tenant's Changes)
        in or about the demised premises, referred to in Article 3, to be
        performed in compliance with all applicable Requirements, and in such
        manner as not to interfere with, delay, or impose any additional expense
        upon Owner in the construction, maintenance or operation of the
        Building, or interfere with or disturb the occupancy of other tenants in
        the Building, and so as to maintain harmonious labor relations in the
        Building. Tenant with diligence and dispatch, shall procure the
        cancellation or discharge of all notices of violation arising from or
        otherwise connected with Tenant's Changes which shall be issued by the
        Department of Buildings or any other public authority having or
        asserting jurisdiction.

   ii.  Owner shall not unreasonably withhold or delay any consent or approval
        required under Article 3 to Tenant's contractor for the construction of
        the Tenant's Changes, provided that such contractors are licensed and
        experienced in the nature of the Tenant's Changes being performed, and
        provided further that Owner may require that any and all mechanical,
        electrical and air-conditioning work on behalf of Tenant shall be
        supervised by Owner's in-house personnel, if appropriate personnel are
        available or by the contractors regularly employed by Owner for such
        work in the Building. Any such supervision by Owner's personnel shall be
        reasonable in scope, taking into account the type of work being done on
        behalf of Tenant. Owner may require submission to it of plans and
        specifications for any proposed Tenant's Changes and in granting its
        consent to any Tenant's Changes may impose such conditions (in addition
        to those expressly provided in this lease) as to guaranty of completion
        and payment and of restoration and otherwise as Owner may consider
        desirable. In no event shall Owner be required to consent to any
        Tenant's Changes which could physically affect any part of the Building
        outside of the demised premises or might adversely affect the proper
        functioning of any of the Building Systems. In the event that Owner does
        not



                                       5
<PAGE>   31

        have appropriate in-house personnel available, Owner may require Tenant
        to reimburse Owner for Owner's reasonable out-of-pocket costs and
        expenses to unrelated third parties for (x) review of Tenant's plans and
        specifications for such Tenant's Changes, and (y) supervision of
        compliance with the requirements of this lease in the performance of
        such Tenant's Changes.

   iii. All counters, screens, grilles, railings, suspended lighting fixtures,
        panelling, business machines and equipment which are installed in the
        demised premises by or for the account of Tenant, and can be removed
        without structural damage to or defacement of the Building, and all
        furniture, furnishings and other articles of personal property owned by
        Tenant and located in the demised premises (all of which are herein
        called "Tenants Property") shall be and remain the property of Tenant
        and may be removed by it at any time during the term of this lease.
        However, if any of Tenants Property is removed, or upon the removal of
        Tenant's Changes and/or Specialty Alterations, Tenant shall repair or
        pay the cost of repairing any damage to the Building resulting from such
        removal. Any items of Tenants Property which shall remain In the demised
        premises after Tenant surrenders the demised premises, at the option of
        Owner, may be deemed to have been abandoned, and in such case either may
        be retained by Owner as Its property or may be disposed of at Tenant's
        cost, without accountability, In such manner as Owner may see fit.

   iv.  Within thirty (30) days after the completion of any Tenant's Changes
        (including the Initial Tenant's Changes), Tenant shall deliver to Owner
        a full set of architectural, structural, mechanical and electrical
        drawings and specifications showing the demised premises "as built" by
        the performance of such Tenant's Changes.

               4. Supplementing and modifying Article 13, entry upon the demised
premises pursuant to Article 13 shall be accomplished at such times and in such
manner, and (except in the case of emergency) upon such reasonable notice, which
notice may be oral, as to minimize to the extent practicable (without the
necessity of incurring any additional monetary expense) under the circumstances
interference with Tenant's use of the demised premises or inconvenience to
Tenant.

               5. Supplementing Article 16, insert at the beginning thereof in
place of the first sentence thereof, the following: "If, at or before the date
fixed as the Commencement Date of the term of this lease or if at any time
during the term hereby demised:

   a.   Tenant shall file a petition commencing a voluntary case under the
        Federal Bankruptcy Code (Title 11 of the United States Code), as now or
        hereafter in effect, or under similar law, or file a petition in
        bankruptcy or for reorganization or for an arrangement pursuant to any
        state bankruptcy law or any similar state law or, if Tenant is then a
        banking organization, shall file an application for voluntary
        liquidation or dissolution applicable to banking organizations; or



                                       6
<PAGE>   32

   b.   an involuntary case against Tenant as debtor is commenced by a petition
        under the Federal Bankruptcy Code (Title 11 of the United States Code),
        as now or hereafter in effect, or under similar law, or a petition or
        answer proposing the adjudication of Tenant as a bankrupt or its
        reorganization pursuant to any state bankruptcy law or any similar state
        law shall be filed in any court and shall not be dismissed, discharged
        or denied within sixty (60) days after the filing thereof, or if Tenant
        shall consent or acquiesce in the filing thereof; or

   c.   a custodian, receiver, United States Trustee, trustee or liquidator of
        Tenant or of all or substantially all of Tenant's property or of
        Tenant's property in the demised premises shall be appointed in any
        proceedings brought by Tenant; or if any such custodian, receiver,
        United States Trustee, trustee or liquidator shall be appointed in any
        proceedings brought against Tenant and shall not be discharged within
        sixty (60) days after such appointment, or if Tenant shall consent to or
        acquiesce in such appointment; or

   d.   if Tenant shall generally not pay Tenant's debts as such debts become
        due, or shall make an assignment for the benefit of creditors, or shall
        admit in writing its inability to pay its debts generally as they become
        due; or

   e.   if Tenant is then a banking organization, if the Superintendent of Banks
        of the State of New York or any other public officer having like
        authority and power over Tenant as a banking organization shall take
        possession of the business and property of Tenant at the demised
        premises;

then, Owner may, at its option, cancel or terminate this lease by giving Tenant
written notice to such effect within a reasonable time after receipt of notice
of the happening of any one or more of such events."

               6. Notwithstanding the specific provisions of Article 17:

   i.   In case of default in the payment of fixed rent, additional rent or
        escalation rent reserved herein, Tenant shall have a grace period of
        five (5) days after notice of the existence of such default from Owner
        within which to cure such default and if such payment is not made before
        the expiration of such five (5) day grace period, Owner may serve a five
        (5) day notice of cancellation of this lease as, and with the effects,
        provided in Article 17(1).

   ii.  In case of any other default referred to in Article 17(1) the Tenant
        shall be given ten (10) days (instead of five (5) days) after notice of
        the existence of such default from Owner within which to cure such
        default, except where failure to cure within a shorter period may
        subject Owner to criminal action or penalty, or where such default can
        be cured by payment of money, in either of which cases the provisions of
        Article 17(1), as written shall govern and except, further, that where
        any other such default can be completely cured or remedied in the
        exercise of due diligence but not within such grace period of ten (10)
        days, such grace period shall be deemed extended to such period as may
        be



                                       7
<PAGE>   33

        reasonably necessary to do the work or take such other steps as shall be
        required to correct such default, provided Tenant shall have diligently
        commenced curing such default promptly after receipt of notice thereof
        and shall thereafter proceed diligently to remedy the same completely.

   iii. Nothing in subparagraph (a) of this paragraph shall be deemed to require
        Owner to give the notices provided for therein prior to the commencement
        of a summary proceeding for nonpayment of rent or a plenary action for
        the recovery of rent on account of any default in the payment of rent,
        it being acknowledged and agreed by both parties that the sole purpose
        of such notices is to create a conditional limitation hereunder, and in
        the event such notices are given by Owner, Tenant shall become a
        holdover tenant and this lease shall terminate forthwith at the
        expiration of the applicable notice period with the effects provided in
        Article 17(1).

               7. Supplementing Articles 17 and 18:

   i.   Tenant expressly recognizes that Tenant's due and punctual performance
        of all its obligations under this lease throughout the term hereof is of
        paramount importance to Owner and, without limiting the provisions of
        Articles 17 and 37C(7), Tenant agrees that, if Tenant (i) shall fail to
        pay for five (5) business days after it becomes due an installment of
        fixed rent or additional rent for two (2) consecutive months or for a
        total of three (3) months in any period of twelve (12) months, or (ii)
        shall default in the timely performance of any other obligation of
        Tenant under this lease with respect to which Owner shall have given
        Tenant notice of default, and such default shall occur more than two (2)
        times in any period of twelve (12) months, then notwithstanding that
        such failure or other default shall have been cured within the
        applicable grace period provided in said Articles, any further similar
        default shall be deemed to be deliberate and Owner thereafter may,
        without further notice of default, serve a five (5) day notice of
        cancellation of this lease as and with the effects provided in
        subparagraph (1) of Article 17.

   ii.  Instead of the liquidated damages determined pursuant to Article 18(c),
        Owner may, at its election, recover from Tenant as liquidated damages an
        amount determined pursuant to Article 16(b).

               8. The parties recognize and agree that the damage to Owner
resulting from Tenant's failure to timely surrender the demised premises to
Owner will be substantial, will exceed the amount of fixed rent, additional rent
and escalation rent theretofore payable hereunder and will be impossible to
accurately measure. Tenant therefore agrees that if possession of the demised
premises is not surrendered to Owner within one (1) day after the Expiration
Date or the sooner expiration of the term of this lease, Tenant shall pay Owner
as liquidated damages for each day during which Tenant holds over in the demised
premises after the Expiration Date or earlier expiration of the term of this
lease, a sum equal to one and one half (1-1/2) times the greater of (a) the then
fair market rental value of the demised premises (on a per diem basis) and (b)
the average



                                       8
<PAGE>   34

fixed rent, additional rent and escalation rent which was payable on a per diem
basis under this lease on the last day of the term thereof. Tenant's obligations
hereunder shall survive the Expiration Date or earlier expiration of the term of
this lease.

               9. Supplementing Article 28, "requests" or "approvals" by Owner
or Tenant under this lease shall be deemed to be notices. All notices shall be
in writing.

               10. If Tenant shall fail to pay any installment of fixed rent or
any amount of additional rent for more than five (5) business days after it
shall have become due and payable, then, whether or not a notice of default has
been given therefor pursuant to the provisions of Section 37C(6)(a), Tenant
shall pay Owner a late charge and as additional rent a sum equal to interest at
the Applicable Rate on the amount unpaid, computed from the date such payment
was due through and including the date of payment. Such late charge shall be
without prejudice to any of Owner's rights and remedies hereunder or at law for
nonpayment or late payment of rent and shall be in addition thereto.

               11. In the event that Tenant and Owner have entered into a
stipulation, whether entered into in court or otherwise, for the repayment of
any of Tenant's rent arrears, any monies received pursuant to said stipulation
shall first be applied to current rent and then any arrears. Further, until such
time as Tenant has fully and completely complied with the terms and provisions
of the stipulation, Tenant shall not be in good standing pursuant to the terms
and provisions of this lease and may not exercise any rights or remedies which
it has, or may have, under or pursuant to this lease.

                                II. ELECTRICITY

        A. For purposes of this Article, the following terms shall have the
following meanings:

               1. The term "Owner's Cost", shall mean, the average cost per
kilowatt hour and average cost per kilowatt demand, by time of day, if
applicable, to Owner of purchasing electricity for the building, including,
without limitation, fuel adjustment charges (as determined for each month of the
relevant period and not averaged) rate adjustment charges, sales tax, and/or any
other factors, used by the public utility company (the "Utility" servicing the
building in computing its charges to Owner applied to the kilowatt hours of
energy and kilowatts of demand purchased by Owner during a given period, and
further including transmission and transformer losses (to be determined by Owner
if such losses are not measured by the Submeter, as defined herein); and

               2. The term "Owner's Statement", shall mean an instrument
containing a computation (or estimate thereof), of Owner's Cost (hereinabove
defined), or any other computation to be made by Owner pursuant to the
provisions of this Article.

        B. Subject to the provisions of subdivision 4 of paragraph C hereof,
Tenant agrees that Owner may furnish electricity to Tenant on a "rent inclusion"
basis or on a "submetering" basis. On the Commencement Date, electricity will be
furnished pursuant to subdivision (2).



                                       9
<PAGE>   35

               1. Submetering. Owner may, at Tenant's sole reasonable cost and
expense, install a meter or meters (collectively, the "Submeter"), at a location
designated by Owner, connections from the risers and/or circuits servicing the
demised premises to the Submeter and perform all other work necessary for the
furnishing of electric current by Owner to the demised premises in the manner
provided for in this subdivision (1). If and so long as electric current is
supplied by Owner to the demised premises to service Tenant's office equipment
and the machinery and mechanical equipment for the air conditioning units
utilized by Tenant, if any, Tenant will pay Owner or Owner's designated agent,
as additional rent for such service, the amounts, as determined by the Submeter,
for the purpose of measuring Tenant's consumption and demand. In the event said
air conditioning units are used by other tenants of the Building, the electric
charges for such units shall be allocated by Owner proportionately, on the basis
of the respective amount of rentable square feet occupied by such tenants,
including Tenant. The additional rent payable by Tenant pursuant to this
subdivision (1), shall be computed in the same manner as that for computation of
Owner's Cost, as applied to the demised premises, plus a fee (the "Overhead
Charge") equal to twelve (12%) percent of such charge to Owner, representing
administrative/overhead costs to Owner. The amounts computed from the Submeter
together with the Overhead Charge, are herein collectively called the
"Electricity Additional Rent", and such amounts computed from the Submeter shall
be binding and conclusive on Tenant. If the Submeter should fail to properly
register or operate at any time during the term of this lease for any reason
whatsoever, Owner may estimate the Electricity Additional Rent, and when the
Submeter is again properly operative, an appropriate reconciliation shall be
made, by Tenant paying any deficiency to Owner within ten (10) days after demand
therefor, or by Owner crediting Tenant with the amount of any overpayment, as
the case may be. Owner, at its option, may from time to time, increase the
Electricity Additional Rent based upon, among other things, any increase in
Owner's Cost. The periods to be used for the aforesaid computation shall be as
Owner, in its sole discretion, reasonably exercised, may from time to time
elect. Where more than one meter measures the electric service to Tenant
(including such electric energy as is consumed in connection with the operation
of the ventilation and air conditioning equipment servicing the demised
premises), the electric service rendered through each meter may be computed and
billed at Owner's option, separately as above set forth, or cumulatively. Bills
for the Electricity Additional Rent ("Bills"), shall be rendered to Tenant at
such time as Owner may elect.

        Owner and Tenant agree, that the Submeter might be installed subsequent
to the date (the "Initial Occupancy Date") that Tenant, or anyone (including,
without limitation, any contractors or other workmen) claiming under or through
Tenant first enters the demised premises. In such event, Owner, at Owner's sole
option, may either (x) reasonably estimate the Electricity Additional Rent
payable by Tenant for the period commencing on the Initial Occupancy Date and
ending on the Occupancy Reading Date (hereinafter defined), and Tenant shall pay
to Owner, within ten (10) days after demand therefor, the amount set forth on
Owner's estimate and, after rendition of a subsequent Owner's Statement, an
appropriate reconciliation shall be made for any deficiency owed by Tenant, or
any overage paid by Tenant, or (y) render a Owner's Statement to Tenant, after a
reading of the installed Submeter is made (said date upon which the Submeter is
read, being herein called the "Occupancy Reading Date") on or about the date
upon



                                       10
<PAGE>   36

which Tenant shall have completed the Initial Tenant's Changes, if any, and
commenced normal business operations in the demised premises, and the amount
calculated from the Submeter on the Occupancy Reading Date shall be determined
on a per diem basis and then multiplied by the number of days from the Initial
Occupancy Date through the Occupancy Reading Date to arrive at the amount due
for said period, and Tenant shall pay the Electricity Additional Rent on the
basis of such Submeter reading within ten (10) days after rendition of Owner's
Statement detailing such computation.

        2. Rent Inclusion. Tenant acknowledges and agrees that if electric
current is furnished to the demised premises on a rent-inclusion basis, then (i)
the fixed rent set forth in this lease shall be increased by the "Electricity
Rent Inclusion Factor" (hereinafter defined and sometimes called the "ERIF") to
compensate Owner for the electrical wiring and other installations necessary
for, and for its obtaining and making available to Tenant the redistribution of
electric current to the demised premises as additional service, and (ii) the
ERIF shall be subject to periodic adjustments as hereinafter provided. The
Electricity Rent Inclusion Factor shall mean (x) the amount determined by
multiplying Owner's Cost by Tenant's average kilowatt hour and average kilowatt
demand usage (determined by the most recent survey under this subdivision (2),
or (y) if no such survey has yet been made, the average on a per rentable square
foot basis of the charges for electric current to the demised premises pursuant
to subdivision (1) of this Section B (exclusive of the Overhead Charge) for the
twelve (12) full calendar months preceding the month in which the provisions of
this subdivision (2) shall become effective, multiplied by number of square feet
of rentable area of the demised premises, plus twelve (12%) percent of the
resulting total. If the provisions of this subdivision (2) shall be effective
prior to the expiration of a period of twelve (12) full consecutive months
during which Tenant is paying for electric energy to the demised premises
pursuant to said subdivision (1) of this Article (and no survey has yet been
made under this subdivision (2)), so that the ERIF cannot be determined in the
manner described in the preceding sentence, then the Electricity Rent Inclusion
Factor shall mean the amount determined by multiplying Owner's Cost by Tenant's
average kilowatt hour and average kilowatt demand usage determined by the
estimate of an electrical consultant selected by Owner, plus twelve (12%)
percent of the resulting total. When a survey has been made by the electrical
consultant selected by Owner (the "Consultant"), the parties shall make
adjustment for any deficiency owed by Tenant or any overage paid by Tenant. If
after the first day of any relevant period for which either of the aforesaid
computations is made there is an increase or decrease in Owner's Cost then, the
ERIF for such relevant period shall be recomputed, effective on and after the
change in Owner's Cost, by applying such changed rate and/or charges to the
aforedescribed consumption and demand. Notwithstanding the foregoing, on the
Commencement Date, the ERIF shall be $2.50 per square foot of rentable area in
the demised premises.

        The parties agree that the Consultant shall determine (i) the ERIF in
accordance with the provisions of this subdivision (2), and (ii) the changes in
the ERIF due to changes in Owner's Cost. The Consultant may from time to time
make surveys in the demised premises of the electrical equipment and fixtures
and use of current therein, and the ERIF, effective as of the date of the
survey, shall be redetermined by the Consultant in accordance with the survey
results and the provisions of this subdivision (2).



                                       11
<PAGE>   37

        The determination by the Consultant shall be binding and conclusive on
Owner and Tenant from and after the delivery of copies of such determinations to
Owner and Tenant, unless within fifteen (15) days after the delivery of such
copies, Tenant disputes such determinations by having an independent reputable
electrical consultant selected and paid for by Tenant, consult with Owner or its
consultant as to said determinations. If they shall both agree upon the same,
their said agreement shall be binding upon the parties, or if the difference
between them is seven (7%) percent or less of the determinations made by the
Consultant then the determinations made by the Consultant shall be binding upon
the parties. If Owner or the Consultant and Tenant's consultant can not agree
within the said seven (7%) percent of each other, they shall jointly select a
third duly qualified independent, reputable electrical consultant who shall
determine the matter and whose decision shall be binding upon both parties with
the same force and effect as if a non-appealable judgment had been entered by a
court of competent jurisdiction. If Owner or the Consultant and Tenant's
consultant cannot agree upon such a third electrical consultant, the matter
shall be submitted to arbitration in accordance with Article 46. Any charges of
such third consultant shall be borne equally by both parties. When the amount of
such increase has been determined, the parties shall execute an agreement
supplementary hereto to reflect such adjustment in the amount of fixed rent
effective from the date determined by such electrical consultant as aforesaid.
Notwithstanding the foregoing, until such final determination, Tenant shall pay
fixed rent to Owner in accordance with the determinations made by the
Consultant. After such final determinations, the parties shall make adjustment
for any deficiency owed by Tenant or any overage paid by Tenant.

        C. General Conditions

               1. Owner shall not be liable in any way to Tenant for any failure
or defect in the supply or character of electric service furnished to the
demised premises by reason of any requirement, act or omission of the Utility or
for any other reason not attributable to the gross negligence of Owner, whether
electricity is provided by public or private utility or by any electricity
generation system owned and operated by Owner.

               2. Tenant shall at all times comply with the rules, regulations,
terms and conditions applicable to service, equipment, wiring and requirements
of the Utility. Tenant shall not use any electrical equipment which, in Owner's
reasonable judgment, would exceed the capacity of the existing risers serving
the demised premises (the "Basic Capacity"), or interfere with the electrical
service to other tenants of the Building. Tenant agrees not to connect any
additional electrical equipment to the Building electric distribution system,
other than lamps, personal computers, copiers, typewriters and other small
office machines which consume comparable amounts of electricity, without Owner's
prior consent. In the event that, in Owner's sole judgment, reasonably
exercised, Tenant's electrical requirements require in excess of the Basic
Capacity and necessitate installation of an additional riser, risers or other
proper and necessary equipment, Owner shall so notify Tenant of same. Within
five (5) business days after receipt of such notice, Tenant shall either cease
such use of such additional electricity or shall request that additional
electrical capacity (specifying the amount requested) be made available to
Tenant. Owner, in its sole judgment, reasonably exercised, shall



                                       12
<PAGE>   38

determine whether to make available such additional electrical capacity to
Tenant and the amount of such additional electrical capacity to be made
available. If Owner shall agree to make available additional electrical capacity
and the same necessitates installation of an additional riser, risers or other
proper and necessary equipment, including, without limitation, any switchgear,
the same shall be installed by Owner. Any such installation shall be made at
Tenant's sole cost and expense, and shall be chargeable and collectible as
additional rent and paid within ten (10) days after the rendition of a bill to
Tenant therefor. Tenant shall furnish and install, at its expense, all original
and replacement lighting tubes, lamps, bulbs and ballasts required in the
demised premises.

               3. The parties acknowledge that they understand that it is
anticipated that electric rates, charges, etc. may be changed by virtue of
time-of-day rates or other methods of billing, and that the references in the
foregoing subdivisions to changes in methods of or rules on billing are intended
to include any such changes.

               4. If required due to changes in requirements of law or the
Utility, Owner shall have the right at any time, and from time to time, during
the term of this lease, upon forty-five (45) days prior written notice to
Tenant, to change the furnishing of electricity to Tenant from a rent inclusion
basis to a submetering basis, or visa versa. In addition, if Owner shall elect
to terminate furnishing electricity to a majority of the tenants in the Building
then receiving electricity from Owner, Owner shall have the right to terminate
the furnishing of electricity to the demised premises on a rent-inclusion,
submetering, or any other basis at any time, upon forty-five (45) days' written
notice to the Tenant in which event Tenant may make application directly to the
Utility for Tenant's entire separate supply of electric current to the demised
premises and Owner shall permit its wires and conduits, to the extent available
and safely capable in Owner's sole judgment, reasonably exercised, to be used
for such purpose. Any meters, risers or other equipment or connections necessary
to enable Tenant to obtain electric current directly from the Utility shall be
installed at Tenant's sole cost and expense, subject to the provisions of this
lease. Rigid conduit only will be allowed. Owner, upon the expiration of the
aforesaid forty-five (45) days' written notice to the Tenant may discontinue
furnishing the electric current but this lease shall otherwise remain in full
force and effect. Owner will permit Tenant to continue to receive electricity
from Owner on a redistribution basis for such period of time as is reasonably
required by Tenant to arrange to obtain electricity service directly from the
Utility. Commencing when Tenant receives such direct service and as long as
Tenant shall continue to receive such service, the fixed rent payable under this
lease shall be reduced where electricity rent inclusion is discontinued, by a
sum equal to what the ERIF portion of the fixed rent was at the time of such
discontinuance (the parties acknowledge that in the case of termination of
redistribution by submetering, the fixed rent payable under this lease would not
be affected thereby).

               5. In the event that pursuant to any of the provisions of this
Article, any initial determinations, statements or estimates are made by or on
behalf of Owner (whether such initial determinations, statements or estimates
are subject to dispute or not pursuant to the provisions of this Article),
Tenant shall pay to Owner the amount(s) set forth on such initial
determinations, statements or estimates, as the case may be, until subsequent
determinations, statements or estimates are rendered, at which time, the



                                       13
<PAGE>   39

parties shall make adjustment for any deficiency owed by Tenant, or any overage
paid by Tenant.

               6. Notwithstanding any provisions of this Article and regardless
of the manner of service of electric current to the demised premises (whether by
rent inclusion or submetering), in no event shall the cost to Tenant for
electric energy to the demised premises be less or more than one hundred twelve
(112%) percent of Owners Cost unless otherwise provided herein.

               7. If any tax is imposed upon Owner's receipts from the sale or
resale of electric current to Tenant by any Federal, state or municipal
authority, Tenant agrees that, unless prohibited by law, a portion of such taxes
(based on the amount of the Electricity Additional Rent as applied to the
appropriate tax rate) shall be passed on to, and included in the bill of, and
paid by Tenant to Owner as additional rent.

        D. The provisions of this Article are subject to any requirements or
demands imposed by the Utility.

                       III. SUPERIOR LEASES AND MORTGAGES

        A. For the purposes of this Article a "Mortgagee" shall mean the holder
of a mortgage affecting the Building and "Lessor" shall mean the holder of a
superior lease affecting the Building.

        B. If the date of expiration of any superior lease shall be the same day
as the Expiration Date, the term shall end and expire twelve (12) hours prior to
the expiration of the superior lease. If, in connection with the financing of
the Land, the Building or the interest of the lessee under any superior lease,
or if in connection with the entering into of a superior lease, any lending
institution or Lessor shall request reasonable modifications of this lease that
do not increase Tenant's monetary obligations under this lease, or materially
adversely affect or diminish the rights, or materially increase the other
obligations of Tenant under this lease, Tenant shall make such modifications.

               1. Neither the Mortgagee nor the Lessor, as the case may be, nor
anyone claiming by, through or under such Mortgagee or Lessor, as the case may
be, including a purchaser at a foreclosure sale, shall be:

   a.   liable for any act or omission of any prior landlord (including, without
        limitation, the then defaulting Owner), or

   b.   subject to any defense or offsets which Tenant may have against any
        prior landlord (including, without limitation, the then defaulting
        Owner), or

   c.   bound by any payment of rental which Tenant may have made to any prior
        landlord (including, without limitation, the then defaulting Owner) more
        than thirty (30) days in advance of the date upon which such payment was
        due, or



                                       14
<PAGE>   40

   d.   bound by any obligation to make any payment to or on behalf of Tenant,
        or

   e.   bound by any obligation to perform any work or to make improvements to
        the demised premises, except for (i) repairs and maintenance pursuant to
        the provisions of Article 4 hereof, the need for which repairs and
        maintenance first arises after the date upon which such owner, Lessor,
        or Mortgagee shall be entitled to possession of the demised premises,
        (ii) repairs to the demised premises or any part thereof as a result of
        damage by fire or other casualty pursuant to Article 9 hereof, but only
        to the extent that such repairs can be reasonably made from the net
        proceeds of any Insurance actually made available to such Lessor or
        Mortgagee, and (iii) repairs to the demised premises as a result of a
        partial condemnation pursuant to Article 10 hereof, but only to the
        extent that such repairs can be reasonably made from the net proceeds of
        any award made available to such Lessor or Mortgagee, or

   f.   bound by any amendment or modification of this lease made without its
        consent, or

   g.   bound to return Tenant's security deposit, if any, until such deposit
        has come into its actual possession and Tenant would be entitled to such
        security deposit pursuant to the terms of this lease.

        C. If at any time prior to the expiration of the term, any superior
lease shall terminate or be terminated for any reason or any Mortgagee comes
into possession of the Land or the Building or the estate created by any
superior lease by receiver or otherwise, Tenant agrees, at the election and upon
demand of any owner of the Land or the Building, or of the Lessor, or of any
Mortgagee in possession of the Land or the Building, to attorn, from time to
time, to any such owner, Lessor or Mortgagee or any person acquiring the
interest of Owner as a result of any such termination, or as a result of a
foreclosure of such Mortgage or the granting of a deed in lieu of foreclosure,
upon the then executory terms and conditions of this lease, subject to the
provisions of Section 39B hereof, for the remainder of the term, provided that
such owner, Lessor or Mortgagee, as the case may be, or receiver caused to be
appointed by any of the foregoing, shall then be entitled to possession of the
demised premises. The provisions of this Section 39C shall enure to the benefit
of any such owner, Lessor or Mortgage, shall apply notwithstanding that, as a
matter of law, this lease may terminate upon the termination of any superior
lease, and shall be self-operative upon any such demand, and no further
instrument shall be required to give effect to said provisions. Tenant, however,
upon demand of any such owner, Lessor or Mortgagee, shall execute, at Tenant's
expense, from time to time, instruments, in recordable form, in confirmation of
the foregoing provisions of this Section 39C, satisfactory to any such owner,
Lessor or Mortgagee, acknowledging such attornment and setting forth the terms
and conditions of its tenancy. Nothing contained in this Section 39C shall be
construed to impair any right otherwise exercisable by any such owner, Lessor or
Mortgagee.

        D. As long as any superior lease or mortgage shall exist, Tenant shall
not seek to terminate this lease by reason of any act or omission of Owner until
Tenant shall have



                                       15
<PAGE>   41

given written notice of such act or omission to all Lessors and Mortgagees at
their addresses provided to Tenant, and if any such Lessor or Mortgagee, as the
case may be, shall have notified Tenant within ten (10) business days following
receipt of such notice of its intention to remedy such act or omission, until a
reasonable period of time shall have elapsed following the giving of such
notice, during which period such Lessors and Mortgagees shall have the right,
but not the obligation, to remedy such act or omission.

        E. Owner represents that, as of the date of this lease, there are no
superior leases or mortgages affecting the Building. Owner agrees that it shall
use reasonable efforts to obtain a non-disturbance and attornment agreement from
any future Mortgagees or Lessors, provided, however, that the failure to obtain
such agreement(s) shall not be deemed a default on the part of Owner.

                            IV. ESTOPPEL CERTIFICATE

        Each party shall, at any time and from time to time, at the request of
the other party, upon not less than five (5) days' notice, if given in person,
or ten (10) days' notice, if given by mail, execute and deliver to the other a
statement certifying 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 the modification(s)], certifying the dates to
which the fixed rent, additional rent and escalation rent have been paid, and
stating whether or not, to the best knowledge of the signer, the other party is
in default in performance of any of its obligations under this lease, and, if
so, specifying each such default of which the signer may have knowledge, it
being intended that any such statement delivered pursuant hereto may be relied
upon by others with whom the party requesting such certificate may be dealing.

                   V. INDEMNIFICATION AND LIABILITY OF OWNER

        A. Tenant shall indemnify and save harmless Owner against and from (a)
any and all claims (i) arising from (x) the conduct of business in or management
(other than by Owner or any of its employees, agents or contractors) of the
demised premises or (y) any work or thing whatsoever done, or any condition
created (other than by Owner or any of its employees, agents or contractors) in
or about the demised premises during the term of this lease or during the period
of time, if any, prior to the Commencement Date that Tenant may have been given
access to the demised premises pursuant to this lease, or (ii) arising from any
act or omission of Tenant or any of its subtenants or licensees or its or their
employees, agents or contractors, and (b) all costs, expenses and liabilities
incurred in or in connection with each such claim or action or proceeding
brought thereon. Tenant's indemnity hereunder shall survive the expiration or
sooner termination of this lease. In case any action or proceeding be brought
against Owner by reason of any such claim, Tenant, upon notice from Owner, shall
resist and defend such action or proceeding by counsel chosen by Tenant who
shall be reasonably satisfactory to Owner. Tenant or its counsel shall keep
Owner fully apprised at all times of the status of such defense. Counsel for
Tenant's insurer shall be deemed satisfactory to Owner.



                                       16
<PAGE>   42

        B. Tenant shall look only to Owner's estate(s) in the Land and Building
(or the proceeds thereof) for the satisfaction of Tenant's remedies for the
collection of any judgment (or other judicial process) requiring the payment of
money by Owner in the event of any default by Owner under this lease, and no
other property or other assets of Owner shall be subject to levy, execution 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.

                              VI. RENT ESCALATION

        A. Real Estate Taxes

               1. In the event that at any time during the term of this lease,
the Owner shall be required to pay real estate taxes levied by the City of New
York against the Building and the Land, the taxes imposed for the first fiscal
year in which such obligation commences (the "Base Tax Year") shall be deemed
the "basic taxes". If during any fiscal year of the City of New York during the
term of this lease subsequent to the Base Tax Year, the real estate taxes levied
by the City of New York against the Land and Building shall be greater then the
basic taxes, Tenant agrees to pay to Owner, as additional rent, the product of
the following: (i) the amount of the excess of such real estate taxes over the
basic taxes; and (ii) a fraction, the numerator of which is the number of
rentable square feet of the demised premises, and the denominator of which is
the number of rentable square feet in the Building subject to real estate taxes.
However, in no event shall Tenant have any obligation under this Section in the
event that real estate taxes for any fiscal year are less than the basic taxes.

               2. In the event that as a result of administrative or court
proceedings, the real estate taxes for any fiscal year after the Base Tax Year
shall be reduced, Owner shall make an appropriate payment to the Tenant upon
receiving a refund or a tax bill reflecting such reduction from the City of New
York, so that the aggregate payment from Tenant to Owner with reference to such
fiscal year of the City of New York pursuant to the provisions of this Article
shall be brought to the amount which it would have been if the reduced taxes for
such fiscal year were the original taxes levied upon the Land and Building.
Owner's obligation to make such payments shall survive the end or termination of
the term of this lease.

   (a)  In the event that as a result of administrative or court proceedings,
        the real estate taxes for the Base Tax Year shall be reduced, Tenant
        shall promptly, upon demand, make appropriate payment(s) to Owner
        reflecting such reduction from the City of New York, so that the
        aggregate payment from Tenant to Owner with reference to the following
        fiscal years of the City of New York pursuant to the provisions of this
        Article shall be brought to the amount which it would have been if the
        reduced taxes for such Base Tax Year were the original taxes levied upon
        the Land and Building. Tenant's obligation to make such payments shall
        survive the end or termination of the term of this lease.



                                       17
<PAGE>   43

               3. If the term of this lease shall end or be terminated (for any
reason other than the Tenant's default) on a day other than the end of a fiscal
year of the City of New York and such end or termination shall be during a
fiscal year of the City of New York as to which a payment is agreed to be made
by Tenant pursuant to the provisions of this Article, then such payment shall be
reduced by the proportion thereof which the number of days elapsed from the end
or termination of the term hereof to the end of the then current fiscal year of
the City of New York bears to 365.

               4. Any sum payable by Tenant in accordance with this Article
shall be paid on or before the last day of the fourth month of the fiscal year
of the City of New York to which such payment is applicable. At least thirty
(30) days prior to such due date, Owner shall furnish Tenant with a certified
statement of such sum and the calculations on which it is based. The obligation
to make such payment shall survive the end or termination of this lease. Tenant
shall not be required to anticipate payment of its proportionate share of any
special Borough-wide assessment levied against the Land and Building unless
Owner shall, in its sole discretion, elect to anticipate payment thereof.

               5. All mention herein of "real estate taxes levied by the City of
New York" shall be deemed to refer to the aggregate of all Borough-wide levies
against the Land and Building, whether called City taxes, City and Borough
assessments or by any other term.

               6. If the attorneys for Owner in any administrative or court
proceedings succeed or shall have succeeded in reducing the assessed valuation
for real estate tax purposes of the real estate known as 71 West 23rd Street,
the Borough of Manhattan, City of New York, for any fiscal year of the City of
New York subsequent to the Base Tax Year, the whole or any part of which shall
be included within the term of this lease, and as a result of such attorneys'
services there shall be payment by Owner to Tenant or a saving of additional
rent payable pursuant to this Article, Tenant agrees to pay to Owner as
additional rent, upon demand, that portion of such saving of additional rent or
payment by Owner to Tenant resulting from such services shall bear to the total
tax savings or refund from the City of New York on the entire real estate
resulting from their services. The obligation to make the payment required by
this Article shall survive the end or termination of the term of this lease.

               7. Any dispute arising under this Article shall be submitted to
arbitration in accordance with Article 46. The right to dispute the amount of
any sum payable under this Article upon Tenant's part shall be deemed waived
unless the same shall be asserted by service of a notice upon Owner within
twenty (20) days of rendition of a bill or statement therefor.

        B. Porter's Wage Increase

               1. For the purposes of this Article:

   i.   The term "Base Wage Year" shall mean the calendar year ending December
        31, 1998.



                                       18
<PAGE>   44

   ii.  The term "Escalation Year" shall mean each calendar year which shall
        include any part of the term of this lease commencing after the Base
        Wage Year.

   iii. The term "R.A.B." shall mean the Realty Advisory Board on Labor
        Relations, Incorporated, or its successor.

   iv.  The term "Local 32B" shall mean Local 32B-32J of the Building Service
        Employees International Union, AFL-CIO, or its successor.

   v.   The term "Class A Office Buildings" shall mean office buildings in the
        same class or category as the building under any building operating
        agreement between R.A.B. and Local 32B, regardless of the designation
        given to such office buildings in any such agreement.

   vi.  The term "Wage Rates" with respect to the Base Wage Year or any
        Escalation Year shall mean the regular average hourly wage rate required
        to be paid to Porters in Class A Office Buildings pursuant to any
        agreement between R.A.B. and Local 32B in effect during such Escalation
        Year, provided that if any such agreement shall require Porters to be
        regularly employed on days or during hours when overtime or other
        premium pay rates are in effect, then the term "regular average hourly
        wage rate" shall mean the regular average hourly wage rate for the hours
        in a calendar week which Porters are required to be regularly employed
        (whether or not actually at work in the building), e.g., if, for
        example, an agreement between R.A.B. and Local 32B would require the
        regular employment of Porters for forty (40) hours during a calendar
        week at a regular hourly wage rate of $4.00 for the first thirty (30)
        hours and at an overtime hourly average wage of $5.00 for the remaining
        ten (10) hours, then the regular average hourly wage rate under this
        subsection would be the sum arrived at by dividing the total weekly
        average wages of $170.00 by the total number of required hours of
        employment which is forty (40) and resulting in a regular average hourly
        wage rate of $4.25. The computation of the regular average hourly wage
        rate shall be on the same basis whether based on an hourly or other pay
        scale but predicated on the number of hours in such respective work
        weeks, whether paid by landlord or any independent contractor. Such
        regular average hourly wage rate shall not include any so called "fringe
        benefits". If there is no such agreement in effect as of the date of
        Owner's Statement on which such regular average hourly wage rate is
        determinable, the computations shall be made on the basis of the regular
        average hourly wage rate being paid by Owner or by the contractor
        performing porter or cleaning services for Owner as of the date of such
        Owner's Statement and appropriate retroactive adjustments shall be made
        when the regular average hourly wage rate paid as of such Owner's
        Statement is finally determined. If length of service shall be a factor
        in determining any element of wages, it shall be conclusively presumed
        that all employees have two (2) years of service. The terms hereof shall
        be effective whether or not the Building is a Class A office building or
        employs such a Porter, as Wage Rate is intended to be a substitute
        comparative index as opposed to an actual operating expense



                                       19
<PAGE>   45

        calculation and is not intended to reflect the actual cost of wages and
        other expenses for the Building and increases or decreases thereto.

   vii. The term "Porters" shall mean that classification of employee engaged in
        the general maintenance and operation of Class A Office Buildings most
        nearly comparable to the classification now applicable to porters in the
        current agreements between R.A.B. and Local 32B (which classification is
        presently termed "others" in said agreement).

               2.

   i.   For each Escalation Year commencing during the term of this lease,
        Tenant shall pay ("Tenant's Operating Payment") a sum equal to the
        number of square feet of rentable area in the demised premises
        multiplied by the number of cents (inclusive of any fractions of a cent)
        of any increase in Wage Rates above those in effect as of December 31 of
        the Base Wage Year. Any such payment shall be effective as of, and
        retroactive to, if necessary, the date of such increase in Wage Rates.

   ii.  Owner shall furnish to Tenant, prior to the commencement of each
        Escalation Year, a written statement setting forth Owner's estimate of
        Tenant's Operating Payment for such Escalation Year. Tenant shall pay to
        Owner on the first day of each month during any Escalation Year, an
        amount equal to one-twelfth (1/12th) of Owner's estimate of Tenant's
        Operating Payment for such Escalation Year. If, however, Owner shall
        furnish any such estimate for an Escalation Year subsequent to the
        commencement thereof, then (a) until the first day of the month
        following the month in which such estimate is furnished to Tenant,
        Tenant shall pay to Owner on the first day of each month an amount equal
        to the monthly sum payable by Tenant to Owner under this subparagraph
        (b) in respect of the last month of the preceding Escalation Year; (b)
        promptly after such estimate is furnished to Tenant or together
        therewith, Owner shall give notice to Tenant stating whether the
        installments of Tenant's Operating Payment previously made for such
        Escalation Year were greater or less than the installments of the
        Tenant's Operating Payment to be made for such Escalation Year in
        accordance with such estimate, and (i) if there shall be a deficiency,
        Tenant shall pay the amount thereof within thirty (30) days after demand
        therefor, or (ii) if there shall have been an overpayment, Owner shall
        either refund to Tenant with reasonable promptness the amount thereof or
        permit Tenant to credit the amount thereof against subsequent payments
        under this Section; and (c) on the first day of the month following the
        month in which such estimate is furnished to Tenant, and monthly
        thereafter throughout the remainder of such Escalation Year, Tenant
        shall pay to Owner an amount equal to one-twelfth (1/12th) of Tenant's
        Operating Payment shown on such estimate. Owner may at any time or from
        time to time furnish to Tenant a revised statement of Owner's estimate
        of Tenant's Operating Payment for such Escalation Year; and in such
        case, Tenant's Operating Payment for such



                                       20
<PAGE>   46

        Escalation Year shall be adjusted and paid or refunded, as the case may
        be, substantially in the same manner as provided in the preceding
        sentence.

   iii. After the end of each Escalation Year Owner shall furnish to Tenant an
        Owner's Statement for such Escalation Year. If the Owner's Statement
        shall show that the sums paid by Tenant under this Section exceeded
        Tenant's Operating Payment paid by Tenant for such Escalation Year,
        Owner shall either refund to Tenant the amount of such excess or permit
        Tenant to credit the amount of such excess against subsequent payments
        under this Section; and if the Owner's Statement for such Escalation
        Year shall show that the sums so paid by Tenant were less than Tenant's
        Operating Payment paid by Tenant for such Escalation Year, Tenant shall
        pay the amount of such deficiency within thirty (30) days after demand
        thereof.

   iv.  The computation under this Article is intended to constitute a formula
        for an agreed rental escalation and may or may not constitute an actual
        reimbursement to Owner for its costs and expenses paid by Owner with
        respect to the Building.

   v.   If the Commencement Date or the Expiration Date shall occur on a date
        other than January 1 or December 31, respectively, any additional rent
        under this Article for the Escalation Year in which such Commencement
        Date or Expiration Date shall occur shall be apportioned in that
        percentage which the number of days in the period from the Commencement
        Date to December 31 or from January 1 to the Expiration Date, as the
        case may be, both inclusive, shall bear to the total number of days in
        such Escalation Year. In the event of a termination of this lease, any
        additional rent under this Article shall be paid or adjusted within
        thirty (30) days after submission of a Owner's Statement. In no event
        shall fixed rent ever be reduced by operation of this Article and the
        rights and obligations of Owner and Tenant under the provisions of this
        Article with respect to any additional rent shall survive the
        termination of this lease.

               3. Owner's failure to render Owner's Statements with respect to
any Escalation Year shall not prejudice Owner's right to thereafter render a
Owner's Statement with respect thereto or with respect to any subsequent
Escalation Year. Nothing herein contained shall restrict Owner from issuing
Owner's Statements at any time there is an increase in Wage Rates during any
Escalation Year or any time thereafter.

                             VII. ABATEMENT OF RENT

        Provided Tenant is not in default (beyond any applicable grace and cure
periods) of the terms and conditions of this lease, the fixed rent payable
hereunder shall be abated (i) with respect to the fourteenth (14th) floor
portion of the demised premises for the fifth (5th), sixth (6th), thirteenth
(13th) and fourteenth (14th) months of the term, (ii) with respect to the
fifteenth (15th) floor portion of the demised premises for the period commencing
on the date of substantial completion of Owner's Work (hereinafter defined)



                                       21
<PAGE>   47

and ending on the date which is five (5) months thereafter and with respect to
the Designated Additional Floor for the seventh, eighth and ninth months and the
sixteenth and seventeenth months of the term. Notwithstanding the foregoing,
Tenant shall be required to pay for its consumption of electricity commencing on
the Commencement Date and there shall be no abatement therefor.

                          VIII. RESTRICTIONS ON SIGNS

        A. No lettering, sign, advertisement, notice, or object shall be
displayed in or on the windows or doors, or on the outside of the demised
premises, or at any point inside the demised premises, where the same might be
visible outside of the demised premises, except that the name and logotype of
Tenant and its subtenants may be displayed on or next to the entrance doors of
the demised premises, subject to the approval of Owner (which shall not be
unreasonably withheld) as to the size, color, material, style and location of
such display.

        B. Owner shall make available to six (6) listings in the lobby
directories of the Building. The initial listings shall be without charge to
Tenant. From time to time, but not more frequently than once every three (3)
months, Owner shall make changes to the lobby directory to reflect such changes
in the listings therein as Tenant shall request, and Tenant promptly after
request shall pay to Owner Owner's out-of-pocket costs for each change Tenant
requests.

                                  IX. CONSENTS

        A. Wherever in this lease it is provided that either party shall not
unreasonably withhold consent or approval or shall exercise its judgment
reasonably, such consent or approval or exercise of judgment (hereinafter
referred to collectively as "consent") shall also not be unreasonably delayed.
If a party considers that the other party has unreasonably withheld or delayed a
consent it shall so notify the other party within ten (10) days after receipt of
notice of denial of the requested consent, or in case notice of denial is not
received within twenty (20) days after making its request for the consent,
within ten (10) days after the expiration of such twenty (20) day period; and
within ten (10) days after giving the first mentioned notice it may submit the
question of whether the withholding or delaying of such consent is unreasonable
to determination by informal arbitration in the manner provided in Article 46.
Failure to give such first mentioned notice or to make such submission to
arbitration within the period hereinabove provided therefor shall preclude any
further right to dispute the reasonableness of such withholding of consent. A
consent shall not be deemed to have been unreasonably withheld or delayed unless
the aggrieved party complies with the foregoing procedure and it shall be so
determined by arbitration as aforesaid, in the event of such determination, the
requested consent shall be deemed to have been granted for all purposes of this
lease; however, except to the extent otherwise provided below in this Section A,
the party who shall have refused or failed to give such consent shall not have
any liability to the other party therefor and the only remedy for an
unreasonable withholding or delaying of consent by either party shall be as
provided in this Article. Notwithstanding the



                                       22
<PAGE>   48

foregoing, the party in whose favor such a determination has been made and has
become final shall be entitled to recover from the other party its reasonable
counsel fees and arbitration fees paid and court costs awarded in connection
with such determination.

        B. Wherever in this lease or any Exhibit it is provided that the
approval of a representative of either party (such as Owner's engineer or
architect or Tenant's designer or engineer) is required for any particular
matter, such approval shall be deemed to be a consent of the party for the
purposes of Section A of this Article, provided that a true copy of the notice
requesting such approval is given to the party so represented before the other
party may claim that such approval has been unreasonably withheld or delayed.

        C. Whenever Tenant shall submit to Owner any plan, agreement or other
document for Owner's consent or approval and Owner shall require the expert
opinion of Owner's counsel, architect, engineer or other representative or agent
of Owner as to the form or substance thereof, Tenant shall pay to Owner, Owner's
out-of-pocket cost of obtaining such expert opinion with ten (10) days after
Owner's demand therefor.

                            X. INFORMAL ARBITRATION

        A. Every dispute between the parties which is specifically provided in
this lease to be determined by informal arbitration shall be submitted to
Chairman of the Board of Directors of the Management Division of the Real Estate
Board of New York, Inc. (or to such officer of said Real Estate Board or of any
similar organization then successor thereto, having like authority or duties),
for determination by him or by such other, impartial person or persons as he may
designate, and such determination, when made and rendered to the parties in
writing, shall be final and conclusive on the parties. Such submission may be
made by either party on notice to the other ("Notice of Dispute") and the other
party may then, within ten (10) days after receipt of the Notice of Dispute
present its statement of the matter in dispute (the "Reply") to such arbitrator,
upon notice to the first party. The expenses of such informal arbitration shall
be borne by the parties equally.

        B. If at the time such dispute is to be submitted neither the Real
Estate Board of New York, Inc. nor any such successor organization shall exist,
or if at such time the appropriate officer of said Real Estate Board or of such
successor organization shall be unwilling or unable to accept the submission, or
if despite diligent efforts made in good faith by either party, the arbitrator
is not appointed or does not commence hearing the matter within thirty (30) days
after the receipt of the Reply, or if the arbitrator to whom the matter is
submitted shall fail to render his decision to the parties in writing within
sixty (60) days after the receipt of the Reply, then in any such event, at the
instance of either party, if the event shall not be due to its fault or neglect,
the matter in dispute shall be determined by arbitration in the City and County
of New York in accordance with the Commercial Arbitration Rules then obtaining
of the American Arbitration Association (or any organization then successor
thereto). The expenses of such procedure shall be borne by the parties equally.



                                       23
<PAGE>   49

                         XI. ASSIGNMENT AND SUBLETTING

        Notwithstanding the provisions of Articles 11 and 37B(7), and in
modification and amplification thereof:

        A. If this lease be assigned, whether or not in violation of the
provisions of this lease, Owner, may collect rent from the assignee. If the
demised premises or any part thereof be sublet or be used or occupied by anybody
other than Tenant whether or not in violation of this lease, Owner may, after
default by Tenant and expiration of Tenant's time to cure such default, if any,
collect rent from the undertenant or occupant. In either event, Owner may apply
the net amount collected to the rents herein reserved, but no such assignment,
underletting, occupancy or collection shall be deemed a waiver of any of the
provisions of Article 11 or of this Article, or the acceptance of the assignee,
undertenant or occupant as a tenant, or a release of Tenant from the further
performance by Tenant of Tenant's obligations under this lease. The consent by
Owner to assignment, mortgaging, underletting or use or occupancy by others
shall not in any way be considered to relieve Tenant from obtaining the express
consent of Owner to any other or further assignment, mortgaging or underletting
or use or occupancy by others not expressly permitted by this Article.
References in this lease to use or occupancy by others, that is anyone other
than Tenant, shall not be construed as limited to subtenants and those claiming
under or through subtenants but as including also licensees and others claiming
under or through Tenant, immediately or remotely.

        B.

               1. Tenant may, without Owner's consent (provided Tenant complies
with Section D below), assign this lease for the use set forth in Article 2 to a
corporation or other business entity (herein sometimes called a "successor
corporation") into or with which Tenant shall be merged, or consolidated, or to
which substantially all of Tenant's assets may be transferred, provided that (a)
the successor corporation shall have assumed substantially all of Tenant's
obligations and liabilities, including all obligations under this lease, by
operation of law or appropriate instruments of merger, consolidation or
transfer, (b) the successor corporation shall have a net worth and annual
income, and cash flow, determined in accordance with generally accepted
accounting principles, consistently applied, after giving effect to such
assignment, equal to the greater of Tenant's net worth and annual income and
cash flow, as so determined, on (i) the date immediately preceding the date of
such assignment, and (ii) the Commencement Date, and (c) the purpose of such
merger, consolidation or transfer is not to effect a transfer of Tenant's
leasehold interest in the demised premises in circumvention of the requirements
set forth elsewhere in this lease. In case of an assignment by merger or in
consolidation, a true copy of the instrument of merger or consolidation
containing the successor corporation's assumption of Tenant's obligations and
liabilities, assuming Tenant's liabilities under this lease, shall be acceptable
to Owner in lieu of the agreement mentioned in the first sentence of Section G
below.

               2. Tenant may, without Owner's consent (provided Tenant complies
with Section D below), sublet any part or parts of the demised premises for the
use set forth in



                                       24
<PAGE>   50

Article 2 to a corporation or other business entity (herein sometimes called a
"related corporation") which shall control, be controlled by or be under common
control with Tenant, provided (i) Tenant shall comply with Section E below, and
(ii) such subtenant shall continue to be a related corporation of Tenant. Any
related corporation may use and occupy a part of the demised premises for any of
the purposes permitted by this lease, subject to compliance with Tenant's
obligations under this lease, provided Tenant shall notify Owner with reasonable
promptness of (i) the name of the related corporation, (ii) the manner in which
the related corporation is related to Tenant, and (iii) the period of time
during which the related corporation will use the demised premises. However such
use shall not be deemed to vest in any such related corporation any right or
interest in this lease or the demised premises. As used herein in defining a
related corporation, control shall be deemed established by the right to
exercise, directly or indirectly, more than 50% of the voting rights
attributable to the controlled corporation, and with respect to an entity which
is not a corporation, the possession, directly or indirectly, of the power to
direct or cause the direction of the management policies of the controlled
entity.

        C.

               1. If Tenant shall desire to assign this lease or to sublet the
demised premises, in whole or in part, to anyone other than a related or
successor corporation, only for the use set forth in Article 2, Tenant shall
submit to Owner a request for Owner's consent to such assignment or subletting,
which request shall contain or be accompanied by the following information: (i)
the name and address of the proposed assignee or subtenant; (ii) a description
identifying the space to be sublet and Tenant's improvements included therein;
(iii) the basic terms and conditions, including the effective date of the
proposed assignment or subletting; (iv) the nature and character of the business
of the proposed assignee or subtenant and of its proposed use of the demised
premises or part thereof; and (v) current financial information and any other
information Owner may reasonably request with respect to the proposed assignee
or subtenant.

               2. Upon receiving such request, Owner shall have the option, in
the case of a proposed sublease, to sublet from Tenant the area proposed for the
term proposed and upon all the applicable covenants, agreements, terms,
provisions and conditions contained in this lease, at a rental rate with
provisions for additional rent as provided in this lease for the entire demised
premises or, if less than the whole is sublet, equal to an equitable
apportionment on square foot basis of such rent and additional rent. In the
event Owner fails to exercise such option by notice to Tenant, in writing, given
by certified mail, return receipt requested, within thirty (30) days of the date
of mailing of the aforesaid request from Tenant, such option shall terminate
with respect to the particular subletting as to which consent shall have been
requested by Tenant. If, however, said option is exercised, Owner, as such
subtenant, shall have the right to further sublet the premises covered by such
option without the consent of Tenant and shall also have the right to make any
change, alterations and improvements in such sublet space, provided, however,
that if such sublease resulting from the exercise of such option shall terminate
more than one (1) year prior to the end of the term of this lease, Owner shall
restore the sublet premises to substantially their previous condition,
reasonable wear and tear excepted.



                                       25
<PAGE>   51

               3. Anything in this Article 47 contained to the contrary
notwithstanding, Owner shall have the right, within thirty (30) days after
receipt of Tenant's request for consent to a proposed subtenant for the entire
demised premises or of an assignment of this lease to notify Tenant, in writing,
of its intention to recapture the demised premises as of the effective
commencement date of the proposed sublease or assignment and, in that event: (a)
Tenant shall vacate and surrender to Owner the demised premises as if said date
were the date herein set forth as the termination date of this lease; and (b)
upon Tenant's vacating and surrendering the demised premises, Owner and Tenant
shall have no further liability to each other as of said date, except with
respect to any unpaid accrued rent and/or additional rent and except with
respect to any other obligation or matter which, by the terms of this lease,
survives the termination of this lease.

        D. If Tenant requests Owner's consent to a sublet and Owner does not
exercise either of its options set forth in Sections C(2) and (3) of this
Article, as applicable, Owner shall not unreasonably withhold its consent to the
proposed subletting referred to in Tenant's notice given pursuant to Section C,
provided that:

               1. The proposed subtenant is (i) of a financial standing
satisfactory to Owner, (ii) engaged in a business reasonably satisfactory to
Owner, and (iii) will use the demised premises as permitted under Article 2 (and
otherwise in accordance with this lease) and in such a manner so as to not
violate any negative covenants as to use contained in any other lease made
between Owner and other tenant(s) of the Building.

               2. The proposed subtenant is a reputable entity.

               3. The proposed subtenant is not then a tenant or occupant of any
part of the Building or a corporation or other entity which controls or is
controlled by such tenant or occupant or is under common control with such
tenant or occupant.

               4. If Owner should have, or within six (6) months will have,
suitable space available in the Building, the proposed subtenant shall not then
be a prospective tenant with whom Owner shall have been negotiating for the
leasing of space in the Building.

               5. The subletting shall be expressly subject to all of the
obligations of Tenant under this lease and the further condition and restriction
that the sublease shall not be assigned, encumbered or otherwise transferred or
the subleased premises further sublet by the sublessee in whole or in part, or
any part thereof suffered or permitted by the sublessee to be used or occupied
by others, without the prior consent of Owner in each instance.

               6. No subletting shall end later than one day before the
Expiration Date of this lease.

               7. The subletting is subject to the express condition, and by
accepting a sublease hereunder each subtenant shall be conclusively deemed to
have agreed, that if this lease should be terminated prior to the Expiration
Date or if Owner should succeed to Tenant's estate in the demised premises,
then, at Owner's election, the subtenant shall



                                       26
<PAGE>   52

attorn to and recognize Owner as the subtenant's landlord under the sublease and
the subtenant shall promptly execute and deliver any instrument Owner may
reasonably request to evidence such attornment.

               8. If the demised premises are to be divided, the areas to be
sublet shall have direct access to the public corridor, elevators, stairwells
and toilets on the same floor of the Building. All access corridors shall not be
less than six feet in width and shall be constructed in compliance with all
applicable laws and requirements of public authorities.

               9. There shall be no more than three (3) entities (including
Tenant) in the demised premises as a result of any subletting.

               10. Tenant is not in default under this lease or any other lease
at the time in effect between Owner and Tenant with respect to premises in the
Building.

               11. Tenant shall reimburse Owner for any reasonable expenses that
may be incurred by Owner in connection with the proposed sublease including,
without limitation, the reasonable costs of making investigations as to the
acceptability of a proposed subtenant and reasonable legal expenses incurred in
connection with the granting of any requested consent to the sublease.

        E. Tenant shall furnish Owner with a counterpart (which may be a
conformed or reproduced copy) of each sublease or assignment made hereunder
promptly after the date of its execution. Tenant shall remain fully liable for
the performance of all of Tenant's obligations hereunder notwithstanding any
subletting provided for herein, and without limiting the generality of the
foregoing, shall remain fully responsible and liable to Owner for all acts and
omissions of any subtenant or anyone claiming under or through any subtenant
which shall be in violation of any of the obligations of this lease and any such
violation shall be deemed to be a violation by Tenant.

        F. Notwithstanding any assignment and assumption by the assignee of the
obligations of Tenant hereunder, Tenant herein named, and each immediate or
remote successor in interest of Tenant herein named, shall remain liable jointly
and severally (as a primary obligor) with its assignee and all subsequent
assignees for the performance of Tenant's obligations hereunder, and, without
limiting the generality of the foregoing, shall remain fully and directly
responsible and liable to Owner for all acts and omissions on the part of any
assignee subsequent to it in violation of any of the obligations of this lease.

        G. Notwithstanding anything to the contrary hereinabove set forth, no
assignment of this lease shall be binding upon Owner unless the assignee shall
execute and deliver to Owner an agreement, in recordable form, whereby such
assignee agrees unconditionally to be personally bound by and to perform all of
the obligations of Tenant hereunder and further expressly agrees that
notwithstanding such assignment the provisions of this Article shall continue to
be binding upon such assignee with respect to all future assignments and
transfers. A failure or refusal of such assignee to execute or deliver such



                                       27
<PAGE>   53

an agreement in recordable form shall not release the assignee from its
liability for the obligations of Tenant hereunder assumed by acceptance of the
assignment of this lease.

        H.

               1. If Tenant shall receive any consideration from its assignee
for or in consideration of Tenant's interests in the Tenant's Changes, other
than from a related or successor corporation, then, Tenant shall account to
Owner therefor and shall pay over to Owner such consideration as and when such
consideration is received, and from which shall be deducted the reasonable
expenses incurred by Tenant in connection with such assignment, including
(without limitation) brokerage commissions, advertising costs, reasonable
attorneys' fees and disbursements and decorating and remodeling costs, to be
amortized over the then remaining term of this lease.

               2. If Tenant shall receive any rents and/or consideration from
its subtenant, other then from a related corporation, which for any period,
shall exceed the per square foot rates of the fixed rent and all additional rent
and escalation rent payable under this lease for the same period; or if Tenant
shall receive from its subtenant any consideration for the sale or use of
Tenant's Property or Tenant's right to use the Tenant's Changes; then, in each
instance Tenant shall account to Owner therefor and shall pay over to Owner such
excess rents and such other consideration, as and when received, and from which
shall be deducted the reasonable expenses incurred by Tenant in connection with
such subletting, including (without limitation) brokerage commissions,
advertising costs, reasonable attorneys' fees and disbursements and decorating
and remodeling costs, to be amortized over the then remaining term of this
lease.

                                 XII. BROKERAGE

        Each party represents and warrants to the other that it has not dealt
with any broker or person in connection with this lease except Newmark Company
Real Estate, Inc. and Julien J. Studley, Inc. and Stone Company (a California
Licensed Real Estate Broker), which brokers shall be paid their commissions in
connection with this lease by Owner. The execution and delivery of this lease by
each party shall be conclusive evidence that such party has relied upon the
foregoing representation and warranty. Tenant shall indemnify and hold Owner
harmless from and against any and all claims for commission, fee or other
compensation by any other person who shall claim to have dealt with Tenant in
connection with this lease and for any and all costs incurred by Owner in
connection with such claims, including, without limitation, reasonable
attorneys' fees and disbursements. Owner shall indemnify and hold Tenant
harmless from and against any and all claims for commission, fee or other
compensation by any person who shall claim to have dealt with Owner in
connection with this lease and for any and all costs incurred by Tenant in
connection with such claims, including, without limitation, reasonable
attorneys' fees and disbursements. The provisions of this Article shall survive
the expiration or prior termination of this lease.



                                       28
<PAGE>   54

                               XIII. RENT CONTROL

        If at the commencement of, or at any time(s) during the term of this
lease, the rent(s) reserved in this lease shall not be fully collectible for
reason of any Federal, State, County or City law, proclamation, order or
regulation, or direction of a public officer or body pursuant to law, Tenant
shall enter into such agreement(s) and take such other steps (without additional
expense to Tenant) as Owner may request and as may be legally permissible to
permit Owner to collect the maximum rents which may from time to time during the
continuance of such legal rent restriction be legally permissible (and not in
excess of the amounts reserved therefor under this lease). Upon the termination
of such legal rent restriction prior to the expiration of the term of this
lease, (a) the rents shall become and thereafter be payable hereunder in
accordance with the amounts reserved in this lease for the periods following
such termination, and (b) Tenant shall pay to Owner, if legally permissible, an
amount equal to (i) the rents which would have been paid pursuant to this lease
but for such legal rent restriction, less (ii) the rents paid by Tenant to Owner
during the period(s) such legal rent restriction was in effect. Any security
deposited by Tenant may be retained by Owner for one year after such termination
of this lease, to secure collection of any amount Owner may be entitled to
receive pursuant to clause (b) above.

                     XIV. CONDITION OF THE DEMISED PREMISES

        A. Tenant has inspected the demised premises and shall take possession
of the demised premises "as is" (except for latent defects, provided Tenant
gives Owner prompt notice thereof), and Owner shall have no obligation to alter,
improve, decorate or otherwise prepare the demised premises for Tenant's
occupancy, except for Owner's Work as set forth on Exhibit "B". Owner has made
no representations as to the date on which it will complete Owner's Work and
Owner shall be under no penalty or liability to Tenant whatsoever by reason of
any delay in such performance and this lease and the Commencement Date shall not
be affected thereby. If, for any reason whatsoever, Owner's Work is not
substantially completed by the Commencement Date, Owner shall have the right to
enter the demised premises subsequent to the Commencement Date to complete
Owner's Work and the payment of fixed rent, additional rent and escalation rent
shall not be affected thereby or by the failure to substantially complete
Owner's Work by the Work Date. Tenant, in compliance with the further provisions
of this Article, Building regulations and procedures, and other applicable
provisions of this lease, shall perform the Initial Tenant's Changes. In
addition, Tenant shall make any and all modifications and additions and
replacements to the existing sprinkler and alarm systems as may be necessitated
by the Initial Tenant's Changes.

        B. Tenant shall prepare and shall submit to Owner for its approval
(which shall not be unreasonably withheld) complete, finished, detailed and
fully dimensioned architectural, electric and engineering plans and drawings,
and specifications for the Initial Tenant's Changes ("Tenant's Plans"),
employing engineers approved by Owner (which approval, subject to the provisions
of Section 37C(3), shall not be unreasonably withheld). Tenant's Plans shall be
practicable and shall conform to the existing physical condition of the
Building, the filed plans and specifications for the Building, and all



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<PAGE>   55

Requirements. In the event Owner refuses to approve Tenant's Plans it shall
advise Tenant of those revisions or corrections Owner requires, and Tenant shall
promptly thereafter cause revised Tenant's Plans to be submitted to Owner for
its approval.

        C. Upon Owner's approval of Tenant's Plans, Tenant shall cause Tenant's
Plans (including mechanical plans and specifications) to be filed with the
governmental agencies having jurisdiction thereof, in order to obtain, and shall
obtain, all governmental permits, approvals, licenses, authorizations, waivers,
consents and certificates (collectively, "Permits") which may be required in
connection with the performance of the Initial Tenant's Changes. Owner shall
with reasonable promptness sign the applications for such Permits prepared by
Tenant which require Owner's signature and Tenant shall indemnify and hold Owner
harmless against any claim, cost, liability or expense resulting from any error,
omission or other impropriety or deficiency in any such application. The Initial
Tenant's Changes shall be governed by the provisions of Article 3 and Section
37C(3) with respect to Tenant's Changes as if the Initial Tenant's Changes were
Tenant's Changes as modified and supplemented by this Article. Tenant shall
employ, as its general contractor for the performance of the Initial Tenant's
Changes, such contractor as Tenant may select and Owner shall, in the reasonable
exercise of its judgment (and subject to the provisions of Section 37C(3)),
approve. Owner shall permit Tenant's contractors and suppliers to move
construction materials, supplies and equipment for the Initial Tenant's Changes
to the demised premises and to remove construction waste and debris therefrom,
by an elevator to be designated by Owner, at times appointed by Owner after
normal business hours or on other than business days, giving effect to other
previously made appointments. Tenant's contractors and suppliers shall pay
Owner's actual cost basis for the use of such elevator except for use during (i)
the hours of 8:00 a.m. and 6:00 p.m. Mondays through Fridays or (ii) Tenant's
initial move into the demised premises. Such elevator use shall be subject to
reasonable scheduling and supervision by Owner. Tenant shall, and shall cause
its contractors and suppliers to, comply with Owner's rules and regulations, and
Owner's directions for the coordination and control of construction activities
in the Building and the protection and security of the Building and its systems
and occupants.

        D. Throughout the performance of any Tenant's Changes (including the
Initial Tenant's Changes) in or about the demised premises, Tenant shall
maintain, or cause to be maintained:

   a.   Worker's Compensation insurance coverage in statutory limits for all
        eligible workmen engaged in the Tenant's Changes;

   b.   Public Liability insurance, of which Owner shall be a named insured, in
        limits of $1,000,000/$1,000,000 for bodily injury and death,
        $500,000/$1,000,000 for property damage and $2,000,000 umbrella coverage
        for bodily injury, death and property damage, which shall also include
        blanket contract liability coverage for Tenant's indemnity obligations
        to Owner under this lease; and

   c.   Builder's All-Risk insurance in an amount equal to the value of the
        Tenant's Changes on the completion thereof.



                                       30
<PAGE>   56

Tenant shall submit to Owner, before commencement of any Tenant's Changes in or
about the demised premises, certificates of such Worker's Compensation, Public
Liability and Builder's All-Risk insurance.

        E. Tenant represents and warrants that its use of the demised premises
and any Alterations made by or on behalf of Tenant to the demised premises will
conform to all Requirements, including (without limitation) the Americans With
Disabilities Act ("ADA") of July 26, 1990, Publ. L. No. 101-336, 104 Stat. 327,
42 U.S.C. Section 12101, et seq., as amended from time to time, and the
regulations promulgated pursuant thereto. Tenant hereby indemnifies and holds
Owner harmless from and against any and all claims, damages, suits, liabilities
and attorneys' fees (including, but not limited to appellate attorneys' fees)
asserted against or suffered by Owner in any way relating to or arising from, in
whole or in part, an actual or asserted claim that the demised premises, or any
portion thereof, is in violation of any Requirements, including (without
limitation) the ADA, or any regulations promulgated pursuant thereto.

        F.

               1. Subject to the provisions of this Section, Owner shall
contribute an amount not to exceed Three Hundred Twenty Five Thousand and 00/100
($325,000.00) Dollars (the "Tenant Fund") for each of the fifteenth floor and
the Designated Additional Floor toward (i) first, the cost of the performance of
the Initial Tenant's Changes (other than Soft Costs, as defined below) on the
fifteenth (15th) floor portion and the Designated Additional Floor of the
demised premises only; and (ii) second, to the extent that the Tenant Fund
exceeds the costs of the Initial Tenant's Changes (exclusive of Soft Costs), the
fees of architects, engineers, expediters and consultants incurred in connection
with the performance of the Initial Tenant's Changes (the costs in this clause
(ii) being collectively referred to herein as "Soft Costs").

               2. Owner shall disburse a portion of the Tenant Fund to Tenant or
as Tenant may direct from time to time, within thirty (30) days after receipt of
the receipt of the items set forth in Section 50F(3) hereof, provided that on
the date of disbursement from the Tenant Fund, no event of default shall have
occurred and be continuing. Disbursements from the Tenant Fund shall not be made
more frequently than monthly, and shall be in an amount equal to the aggregate
amounts theretofore paid or payable (as certified by an executive officer of
Tenant and by Tenant's independent, licensed architect) to Tenant's contractors,
subcontractors, subcontractors and materialmen with respect to the Initial
Tenant's Changes, or on account of Soft Costs, which in either case have not
been the subject of a previous disbursement from the Tenant Fund; provided,
however, that in no event shall Tenant be entitled to a disbursement from the
Tenant Fund on account of any Soft Costs unless and until the performance of the
Initial Tenant's Changes have been completed, and all of the costs incurred in
connection therewith (other than Soft Costs) shall have been paid in full.

               3. Owner's obligation to make disbursements from the Tenant Fund
shall be subject Owner's receipt of: (i) a request for such disbursement
certified by Tenant's architect in accordance with Section 50F(2) hereof, (ii)
copies of all receipts, invoices



                                       31
<PAGE>   57

and bills for the work completed and materials furnished in connection with the
Initial Tenant's Changes and incorporated in the demised premises, or with
respect to Soft Costs, which in either case are to be paid from the requested
disbursement or which have been paid by Tenant and for which Tenant is seeking
reimbursement, (iii) copies of all contracts, work orders, change orders and
other materials relating to the work or materials, or Soft Costs, which in
either case are the subject of the requested disbursements or reimbursement;
(iv) with respect to disbursements of the Tenant Fund to cover costs other than
Soft Costs, a certificate of Tenant's independent licensed architect stating
that (A) that, in his opinion, the portion of the Initial Tenant's Changes
theretofore completed and for which the disbursement is requested was performed
in a good and workmanlike manner and substantially in accordance with the final
detail plans and specifications for such Initial Tenant's Changes, as approved
by Owner, (B) the percentage of completion of the Initial Tenant's Changes as of
the date of such certificate, and (C) the estimated total costs to complete the
performance of the Initial Tenant's Changes, and (v) with respect to the first
disbursement of the Tenant Fund to cover Soft Costs, the general releases and
waivers of lien, and architect's certificate, described in Section 50F(5)
hereof.

               4. In no event shall the aggregate amount paid by Owner to Tenant
under this Section 50F exceed the amount of the Tenant Fund. Upon the completion
of the Initial Tenant's Changes and payment of Soft Costs, and satisfaction of
the conditions set forth in Section 50F(5) hereof, any amount of the Tenant Fund
which has not been previously disbursed shall be retained by Owner. Upon the
disbursement of the entire Tenant Fund, Owner shall have no further obligation
or liability whatsoever to Tenant for further disbursement of any portion of the
Tenant Fund to Tenant. It is expressly understood and agreed that Tenant shall
promptly commence and diligently prosecute to completion, at its sole cost and
expense, the Initial Tenant's Changes and pay Soft Costs, whether or not the
Tenant Fund is sufficient to fund such completion and Soft Costs. Any costs to
complete the Initial Tenant's Changes and pay Soft Costs in excess of the Tenant
Fund shall be the sole responsibility and obligation of the Tenant.

               5. Within thirty (30) days after completion of the Initial
Tenant's Changes, Tenant shall deliver to Owner general releases and waivers of
lien from all contractors, subcontractors and material men involved in the
performance of the Initial Tenant's Changes, and the materials furnished in
connection therewith, and a certificate from Tenant's independent licensed
architect certifying that (i) in his opinion the Initial Tenant's Changes, have
been performed in a good and workmanlike manner and completed substantially in
accordance with the final detailed plans and specifications for such Initial
Tenant's Changes, as approved by Owner and (ii) to his knowledge all
contractors, subcontractors and materialmen have been paid for the Initial
Tenant's Changes, and materials furnished through such date.

               6. The Tenant Fund shall be available to Tenant until December
31, 1999 with respect to the fifteenth (15) floor and July 31, 2000 with respect
to the Designated Additional Floor.



                                       32
<PAGE>   58

               7. Owner shall in no way whatsoever be obligated to contribute
any sums toward the cost of the Initial Tenant's Changes except as expressly
provided herein.

        G. Tenant shall indemnify and save harmless Owner and its agents from
and against any and all claims, actions, liabilities and obligations arising
from any work in connection with, or other matters related to, the Initial
Tenant Changes and all other Tenant Changes.

                                 XV. INSURANCE

        A. Tenant shall at all times keep Tenant's Property and all other
alterations, installations and improvements made by Tenant in the demised
premises now or hereafter included in the demised premises insured under an "all
risk" insurance policy and against such other hazards and risks as Owner may
from time to time reasonably designate, for the "full replacement cost" thereof.
Such full replacement cost shall be determined from time to time but not more
frequently than once in any twelve (12) calendar month period at the request of
Owner or any superior Mortgagee or Lessee by an appraiser, engineer, architect
or contractor designated by Owner or such Mortgagee or Lessee.

        B. In addition to fire, lightning and extended coverage insurance,
Tenant will maintain personal injury or property damage insurance, under a
policy of general public liability insurance, with such limits as may reasonably
be requested by Owner from time to time, but not less than $2,000,000/$2,000,000
in respect to bodily injury or death and $500,000/$1,000,000 for property
damage, and $2,000,000 umbrella coverage for bodily injury, death and property
damage, and the policy or policies evidencing such insurance shall include Owner
as an additional insured, but only with respect to liability arising out of the
ownership, maintenance or use of the demised premises.

        C. All policies required to be maintained pursuant to the provisions of
this lease shall be issued by a responsible insurance company or companies
authorized to do business in the State of New York and approved by Owner. All
policies required to be maintained pursuant to the provisions of this lease
shall have a written undertaking from the insurer to notify all insureds
thereunder at least thirty (30) days prior to cancellation thereof. Tenant may
provide any insurance required pursuant to the provisions of this lease under a
so-called blanket policy or policies covering other parties and locations so
long as the coverage under such policy or policies is not thereby diminished.
Upon request, Tenant shall furnish Owner with a certificate of insurance
evidencing any such policy or a certificate naming Owner as an additional
insured.

        D. Neither party to this lease shall be liable for any damage by fire or
other peril includable in the coverage afforded by the standard form of fire
insurance policy with extended coverage endorsement attached (whether or not
such coverage is in effect), no matter how caused, it being understood that the
damaged party will look solely to its insurer for reimbursement. Any waiver of
rights contained in this paragraph shall be ineffective if such waiver shall be
unobtainable, or result in an increase in the cost of insurance of the waiving
party, unless the other party shall pay such increase within ten (10) days after
notice thereof.



                                       33
<PAGE>   59

                             XVI. OPTION TO EXPAND

        A. Provided that (i) Tenant named herein or a corporation or partnership
which controls, is controlled by, or is under common control with the Tenant
named herein is the tenant under the lease, (ii) Tenant is not in default under
this lease either as of the date of the giving of Tenant's Notice (hereinafter
defined) or the Inclusion Date (hereinafter defined), (iii) this lease is
otherwise in full force and effect, (iv) no other tenant under a lease (existing
as of the date hereof, except as provided below) for premises in the building
has a right of first offer or refusal or other contractual right for the
Additional Space (hereinafter defined) then Tenant shall have the option to
include any space on the sixteenth (16th) floor of the Building (the "Additional
Space"), upon the same terms and subject to the conditions of this lease
including, without limitation, the base year factors set forth herein and to
such additional terms and conditions as are hereinafter set forth.
Notwithstanding the foregoing, the portion of the Additional Space consisting of
Suite 1610 may first be offered to other tenant(s) of the Building, and in the
event that none of such tenants exercises any right which it may have pursuant
to their leases (whether or not such leases exist as of the date hereof) to
lease Suite 1610, Tenant shall have the option to include Suite 1610 as part of
the demised premises as set forth herein.

        B. In the event that all or any portion of Additional Space shall become
or is about to become available for leasing, Owner shall give notice thereof to
Tenant (the "Availability Notice") stating (i) the portion of Additional Space
which has become or is about to become available for leasing and (ii) the
expected date such Additional Space will be available for leasing (the
"Inclusion Date") and, in such event, Tenant shall have the option, exercisable
only by notice ("Tenant's Notice") given to Owner within five (5) business days
next following the date of the giving of such Availability Notice, to add such
Additional Space to the demised premises. In the event that such Additional
Space shall become available for leasing sooner than the applicable Inclusion
Date because of the earlier termination of the term of the lease affecting such
Additional Space, Owner shall have the right to accelerate the Inclusion Date by
not less than fifteen (15) days' prior notice to Tenant. In the event Tenant
shall send a Tenant's Notice to Owner the applicable Additional Space shall be
added to and included in the demised premises effective as of the Inclusion
Date.

        C. The fixed rent for the Additional Space shall be equal to 90% of the
fair market annual rental value for the demised premises determined as of the
date of the Availability Notice as determined pursuant to the provisions of this
Article, but in no event less than the fixed rent (on a per square foot basis)
then being paid for the balance of the demised premises. Owner shall give Tenant
written notice (the "Additional Space Determination Notice") of Owner's
determination of the fixed rent payable for the Additional Space no later than
thirty (30) days after its receipt of the Tenant's Notice.

        D. In the event Tenant disputes the annual fair market rental value as
determined by Owner in the Additional Space Determination Notice, then within
ten (10) days after the giving of the Additional Space Determination Notice,
Tenant may request that such annual fair market rental value shall be determined
by arbitration, as set forth in Article 53 hereof.



                                       34
<PAGE>   60

        E. Notwithstanding anything contained herein to the contrary, if Owner
is unable to give Tenant possession of all or any portion of any applicable
Additional Space on the applicable Inclusion Date by reason of the holding over
or retention of possession of any tenant or other occupant, (a) the Inclusion
Date applicable to such Additional Space shall be the date Owner shall give
Tenant possession of such Additional Space, (b) the expiration date hereof shall
not be affected thereby, (c) the validity of this lease shall not be affected in
such circumstances, and (d) Tenant waives any rights under Section 223-a of the
Real Property Law of New York or any successor statue of similar import to
rescind this lease and further waives the rights to recover any damages which
may result from the failure of Owner to deliver possession of such Additional
Space.

        F. Tenant shall accept any Additional Space in its "as is" condition and
state of repair existing as of the Inclusion Date (excluding any latent defects,
provided Tenant gives Owner prompt notice thereof) and understands and agrees
that Owner shall perform no work and incur no expense in connection with the
preparation of such Additional Space for Tenant's occupancy.

        G. The expiration or earlier termination of this lease shall terminate
and render void all of Tenant's options of or elections under this Article
whether or not the same shall have been exercised and nothing contained in this
Article shall prevent Owner from exercising any right or action granted to or
reserved by Owner in this lease to terminate this lease. None of Tenant's
options or elections set forth in this Article may be severed from this lease or
separately sold, assigned or transferred.

        H. If Tenant does not send Tenant's Notice with respect to any
Additional Space which is the subject of an Availability Notice pursuant to the
provisions of this Article within the applicable time period, time being of the
essence, then this Article shall have no further force and effect with respect
to the such Additional Space, and Tenant shall have forever waived and
relinquished its right to such Additional Space and Owner shall at any and all
times thereafter be entitled to lease such Additional Space to any other person
or entity at such rental and upon such terms and conditions as Owner in its sole
discretion may desire.

        I. If by the commencement of the Extended Term the annual fair market
rental value of demised premises has not yet been determined, Tenant shall,
until such determination, pay fixed rent for the demised premises as determined
by Owner in its Fair Market Determination Notice, and when the determination has
actually been made by the arbitrator, an appropriate adjustment, if any, shall
be made retroactive to the commencement of the Extended Term.

        J. Time shall be of the essence with respect to the delivery of all
notices provided for in this Article.

                             XVII. OPTION TO RENEW

        A. Provided that (i) Tenant named herein or a corporation or partnership
which controls, is controlled by, or is under common control with the Tenant
named herein is



                                       35
<PAGE>   61

the tenant under this lease, (ii) Tenant is not in default under this lease
either as of the Inclusion Date or as of the date of the giving of Renewal
Notice (as hereinafter defined), beyond any applicable notice and applicable
grace period, and (iii) this lease is otherwise in full force and effect, then
Tenant shall have the right to extend the term of this lease for an additional
three (3) years commencing on the date which is the day after the Expiration
Date and expiring on such date which is three (3) years from the Expiration Date
(the "Extended Term"). Tenant's right hereunder shall be exercised by Tenant by
written notice (the "Renewal Notice") (by certified mail, return receipt
requested) not earlier than 360 days, nor later than 240 days, prior to the
Expiration Date, time being of the essence with respect thereto. In the event
that Tenant's option is not properly exercised in a timely manner, Tenant shall
have no further rights to extend or renew this lease and in no event shall
Tenant have any right to extend the term of this lease for more than three (3)
years from the Expiration Date. Any exercise by Tenant under this Article shall
be irrevocable. In the event that the lease shall be extended pursuant to this
Article, then, upon request of Owner, Tenant shall execute and deliver to Owner
an agreement confirming such extension.

        B.

   i.   The fixed rent for the Extended Term shall be ninety (90%) percent of
        the fair market annual rental value for the demised premises determined
        as of the date of the Renewal Notice as determined pursuant to the
        provisions of this Article. Owner shall give Tenant written notice (the
        "Extended Term Determination Notice") of Owner's determination of the
        fixed rent payable for the Extended Term no later than thirty (30) days
        after its receipt of the Renewal Notice.

   ii.  In the event Tenant disputes the annual fair market rental value as
        determined by Owner in the Extended Term Determination Notice, then
        within twenty (20) days after the giving of the Extended Term
        Determination Notice, Tenant may request that such annual fair market
        rental value shall be determined by arbitration, as follows:

 b.     Within thirty (30) days after notice by Tenant requesting arbitration of
        the issue the parties shall agree upon a single arbitrator to determine
        such annual fair market rental value. If Owner and Tenant shall have
        failed to agree upon such single arbitrator within such period of thirty
        (30) days, then such single arbitrator shall be appointed by the Real
        Estate Board of New York, or its successor pursuant to its rules, or if
        at such time such association is not in existence and has no successor,
        then by the presiding Justice of the Appellate Division, First
        Department, of the Supreme Court of the State of New York, or any
        successor court, upon request of either Owner or Tenant as the case may
        be. The arbitrator selected or appointed shall be a real estate
        appraiser or broker having at lease ten (10) years of experience in
        acting as a broker or appraiser of office space in high rise office
        building in the Borough of Manhattan, City of New York.



                                       36
<PAGE>   62

 c.     Within ten (10) days following the selection or appointment of the
        single arbitrator, each party shall deliver to the arbitrator a
        determination (the "Fair Market Determination") of what it believes is
        the annual fair market rental value of the demised premises as of the
        date of the Renewal Notice. Time shall be of the essence with respect to
        the delivery of the Fair Market Determination to the arbitrator.

 d.     The arbitrator, selected or appointed, shall determine the issue and
        render its decision as promptly as practicable choosing either Owner's
        or Tenant's Fair Market Determination, and if only one (1) party submits
        a Fair Market Determination to the arbitrator then it shall choose the
        Fair Market Determination so submitted to it. The decision of such
        arbitrator shall be in writing and shall be final and binding upon Owner
        and Tenant whether or not a judgment shall be entered in any court.
        Duplicate original counterparts of such decision shall be sent by the
        arbitrator to both Owner and Tenant.

        C. The term "annual fair market rental value" shall mean the amount
which Owner would have received from leasing the demised premises for the period
of the Extended Term to an unaffiliated person or entity which is not then a
tenant in the Building, assuming that such space were to be delivered in "as is"
condition, and taking into account the rental which such other tenant would most
likely have paid for such space. Moreover, in making such determinations,
neither the parties nor the arbitrator shall reduce such annual fair market
rental value by reason of any costs or expenses (including brokerage
commissions, cost of improvements necessary to prepare the space for such
tenant's occupancy, rent concession, or lost rental income during any vacancy
period) saved by Owner by reason of Owner's not having to find a new tenant for
such space. Accordingly, relevant factors which may be considered in determining
such annual fair market rental value may include:

        (ii) Owner and the prospective tenant are typically motivated.

        (iii) Owner and the prospective tenant are well informed and well
        advised and each is acting in what it considers its own best interest.

        (iv) A reasonable time under then existing market conditions would have
        been allowed for exposure of the demised premises on the open market.

        (v) That if the demised premises or any portion thereof have been
        destroyed or damaged by fire or other casualty, such damage would have
        been fully restored by Owner before the term of the prospective tenant's
        lease commenced.

        (vi) Market rents then being charged under leases entered into not more
        than ninety (90) days before the date of the Renewal Notice for similar
        space in similar office buildings in the Borough of Manhattan, City of
        New York that contain similar structural and technological features
        (including market rents being charged at the Building for comparable
        space under leases entered into not more than ninety (90) days before
        the date of the Renewal Notice).



                                       37
<PAGE>   63

        (vii) The age and condition of the Building and the number of rentable
        square feet in the demised premises.

        D. If by the commencement of the Extended Term the annual fair market
rental value of demised premises has not yet been determined, Tenant shall,
until such determination, pay fixed rent for the demised premises as determined
by Owner in its Fair Market Determination Notice, and when the determination has
actually been made by the arbitrator, an appropriate adjustment, if any, shall
be made retroactive to the commencement of the Extended Term.

        E. Time shall be of the essence with respect to the delivery of all
notices provided for in this Article.

                             XVIII. ADVANCE RENTAL

        Owner acknowledges receipt from Tenant of $56,333.33 to be applied by
Owner against the rent first becoming due hereunder. Owner further acknowledges
receipt from Tenant of $400,000 to be applied, if Tenant shall faithfully
perform all obligations imposed under this Lease, pro tanto by Owner against the
fixed rent becoming due in the 20th, 21st, 22nd 23rd and 24th months of the
term. If Tenant shall fail to perform such obligations, Owner shall be entitled
to apply the advance rental, pro tanto, against any damages which it may sustain
by reason of Tenant's failure to perform such obligations, but such application
shall not preclude Owner from recovering greater damages if the same can be
established.

                                 XIX. SECURITY

        Tenant shall deposit a "clean", unconditional, irrevocable and
transferable letter of credit in the amount of $600,000.00 (the "Letter of
Credit"), satisfactory to Owner, issued by and drawn on a bank satisfactory to
Owner, having its principal place of business or its duly licensed branch in the
State of New York and which is a member of the New York Clearing House
Association, for the account of Owner, for a term of not less than one (1) year,
as security for the faithful performance and observance by Tenant of the terms,
covenants and conditions of this Lease, including, without limitation, the
surrender of possession of the demised premises to Owner as herein provided. If
a default shall occur and be continuing, Owner may present the Letter of Credit
for payment and apply the whole or any part of the proceeds thereof (i) toward
the payment of any fixed rent or additional rent as to which Tenant is in
default, (ii) toward any sum which Owner may expend or be required to expend by
reason of Tenant's default in respect of any of the terms, covenants and
conditions of this Lease, including, without limitation, any damage, liability
or expense (including, without limitation, reasonable attorneys' fees and
disbursements) incurred or suffered by Owner, and (iii) toward any damage or
deficiency incurred or suffered by Owner in the reletting of the demised
premises, whether such damages or deficiency accrue or accrues before or after
summary proceedings or other re-entry by Owner. If Owner applies or retains any
part of the proceeds of the Letter of Credit, Tenant, upon demand, shall
promptly deposit with



                                       38
<PAGE>   64

Owner the amount so applied or retained so that Owner shall have the full
deposit on hand at all times during the term of this Lease. In the event of a
sale or leasing of the Building, Owner shall have the right to transfer the
Letter of Credit to such vendee or lessee and Owner shall thereupon be released
by Tenant from all liability for the return of the Letter of Credit, and Tenant
shall cause the bank which issued the Letter of Credit to issue an amendment to
the Letter of Credit naming such vendee or lessee as the beneficiary thereunder.
Tenant shall look solely to the new landlord for the return of the Letter of
Credit. The provisions hereof shall apply to every transfer or assignment of the
Letter of Credit made to a new landlord. Tenant shall renew any Letter of Credit
from time to time, at least thirty (30) days prior to the expiration thereof,
and deliver to Owner a new Letter of Credit or an endorsement to the Letter of
Credit, and any other evidence required by Owner that the Letter of Credit has
been renewed for a period of at least one (1) year. If Tenant shall fail to
renew the Letter of Credit as aforesaid, Owner may present the Letter of Credit
for payment and retain the proceeds thereof as security in lieu of the Letter of
Credit.

                    XX. MISCELLANEOUS ADDITIONAL PROVISIONS

        A. This lease is offered for signature by Tenant and it is understood
that this lease shall not be binding upon Owner or Tenant unless and until Owner
and Tenant shall each have executed and unconditionally delivered a fully
executed copy of this lease to the other.

        B. This lease shall be deemed to have been made in New York County, New
York, and shall be construed in accordance with the laws of the State of New
York. All actions or proceedings relating, directly or indirectly, to this lease
shall be litigated only in courts located within the County of New York. Tenant,
and its successors and assigns hereby subject themselves to the jurisdiction of
any state or federal court located within such county, waive the personal
service of any process upon them in any action or proceeding therein and consent
that such process be served by certified or registered mail, return receipt
requested, directed to the Tenant and any successor at Tenant's address
hereinabove set forth, and to any assignee at the address set forth in the
instrument of assignment. Such service shall be deemed made two (2) business
days after such process is so mailed.

        C. All agreements provided for in this lease, whether between the
parties or between either or both of the parties hereto and one or more other
parties shall be in writing.

        D. Tenant represents and warrants to Owner as follows:

        (viii) It has full power and authority to execute and deliver this lease
        and all documents pertaining thereto and to perform all obligations on
        its part to be performed hereunder.

        (ix) It is a duly formed and validly existing sole proprietorship,
        limited partnership, general partnership or corporation (as the case may
        be) in good



                                       39
<PAGE>   65

        standing in the State of New York, and, if different, in the state in
        which it is organized.

        (x) It is authorized to transact business in the State of New York.

        (xi) The execution and delivery of this lease and the performance of all
        transactions contemplated thereby have been duly authorized by all
        necessary action required under the circumstances, and will not result
        in a violation of any of the agreements under which it is organized and
        operating or to which it is a party or otherwise bound.

        (xii) The party or parties executing this lease on its behalf are duly
        authorized to do so.

        (xiii) It is aware of no fact or condition which would prevent this
        Lease, when executed, by Owner and Tenant, from becoming the valid and
        binding obligation of Owner and Tenant, enforceable in accordance with
        its terms.



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<PAGE>   66

                                        TRUSTEES OF THE MASONIC HALL
                                        AND ASYLUM FUND


                                        By:
                                           -------------------------------------



                                        ORGANIC ONLINE, INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:



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<PAGE>   67

                                    EXHIBIT B

                                  OWNER'S WORK


        Owner will, at its expense, perform the following work and installations
all of which shall be of material, design, capacity, finish and color (if
applicable) to the standard adopted by Owner for the Building (but in no event
more than the type and quantity of work set forth below):

        The fourteenth (14th) floor portion of the demised premises is being
delivered "as is" (excluding any latent defects, provided Tenant gives Owner
prompt notice thereof).

        The fifteenth (15th) floor portion of the demised premises shall be
delivered as a clean, open shell, with the existing installation demolished and
removed.

        The Additional Designated Floor portion of the demised premises shall be
delivered as a clean, open shell, with the existing installation demolished and
removed.



                                       42

<PAGE>   68

                                    EXHIBIT C

                              RULES AND REGULATIONS


        (1) The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, or halls, in each case, outside the demised premises shall
not be obstructed or encumbered by Tenant or used for any purpose other than
ingress and egress to and from the demised premises. Tenant shall use the
freight elevators for delivery of bulky merchandise and equipment which shall be
performed in a prompt and efficient manner.

        (2) The exterior windows that reflect or admit light and air into the
demised premises or the halls, passageways of the Building shall not be covered
or obstructed by Tenant, other than by window treatments.

        (3) The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein.

        (4) Tenant, or any of Tenant's employees, agents, invitees or licensees,
shall not at any time bring or keep upon the demised premises any inflammable,
combustible or explosive fluid, chemical or substance except such as are
incidental to usual office occupancy.

        (5) Tenant shall promptly provide Owner with a master key or card or the
keys to all additional locks or bolts of any kind which shall be placed upon any
of the doors or windows of the demised premises by Tenant.

        (6) No bicycles, vehicles or animals of any kind except for seeing eye
dogs shall be brought into or kept by Tenant in or about the demised premises or
the Building.

        (7) Tenant shall, at its expense, provide artificial light for the
employees of Owner while doing janitor service or other cleaning, and in making
repairs or alterations in the demised premises.

        (8) Canvassing, soliciting and peddling in the Building is prohibited
and Tenant shall cooperate to prevent the same, other than by employees of
Tenant conducted within the demised premises.

        (9) There shall not be used in any space outside of the demised
premises, either by Tenant or by jobbers or others, the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and side
guards.

        (10) Owner shall have the right to require that all messengers and other
persons delivering packages, papers and other materials to Tenant (i) be
directed to deliver such packages, papers and other materials to a person
designated by Owner who will promptly distribute the same to Tenant or (ii) be
promptly escorted by a person designated by Owner to deliver the same to Tenant.



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