<PAGE>

                                  Lease

                               dated as of

                               May 1,  1994

                                 between

                 The Rector, Church-Wardens, and Vestrymen
                             of Trinity Church
                       in the City of New York, Landlord

                                   and

                     The Corporate Printing Company, Inc.










                           --------------------------
                                225 Varick Street
                           --------------------------

<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                <C>                                                        <C>
FIRST:             Use  . . . . . . . . . . . . . . . . . . . . . . . . . .    2
SECOND:            Rent . . . . . . . . . . . . . . . . . . . . . . . . . .    2
THIRD:             Repairs, Machinery, Cleaning and Waste . . . . . . . . .    2
FOURTH:            Alterations and Fixtures . . . . . . . . . . . . . . . .    3
FIFTH:             Compliance with Governmental Rules and Regulations . . .    5
SIXTH:             Compliance with Landlord's Rules . . . . . . . . . . . .    5
SEVENTH:           Plate Glass  . . . . . . . . . . . . . . . . . . . . . .    6
EIGHTH:            Care of Sidewalks  . . . . . . . . . . . . . . . . . . .    6
NINTH:             Landlord's Access to the Premises  . . . . . . . . . . .    6
TENTH:             Electric Current; Live Steam . . . . . . . . . . . . . .    6
ELEVENTH:          Condemnation and Demolition  . . . . . . . . . . . . . .    8
TWELFTH:           Mechanic's Liens . . . . . . . . . . . . . . . . . . . .    8
THIRTEENTH:        Subordination  . . . . . . . . . . . . . . . . . . . . .    9
FOURTEENTH:        Certificate of Occupancy . . . . . . . . . . . . . . . .    9
FIFTEENTH:         Vaults . . . . . . . . . . . . . . . . . . . . . . . . .   10
SIXTEENTH:         Liquors  . . . . . . . . . . . . . . . . . . . . . . . .   10
SEVENTEENTH:       Fire and Fire Insurance  . . . . . . . . . . . . . . . .   10
EIGHTEENTH:        Change in Use of Premises, Subletting and Assignment . .   11
NINETEENTH:        Waiver and Surrender; Remedies Cumulative  . . . . . . .   15
TWENTIETH:         Representations as to Premises, Certificate of
                   Occupancy and Use  . . . . . . . . . . . . . . . . . . .   16
TWENTY-FIRST:      Limitations of Landlord's Liability  . . . . . . . . . .   16
TWENTY-SECOND:     Indemnity by Tenant  . . . . . . . . . . . . . . . . . .   17
TWENTY-THIRD:      Notices  . . . . . . . . . . . . . . . . . . . . . . . .   18
TWENTY-FOURTH:     Insolvency . . . . . . . . . . . . . . . . . . . . . . .   18
TWENTY-FIFTH:      Remedies of the Landlord on Default, Performance . . . .   18
TWENTY-SIXTH:      Surrender at Expiration  . . . . . . . . . . . . . . . .   20
TWENTY-SEVENTH:    Quiet Enjoyment  . . . . . . . . . . . . . . . . . . . .   21
TWENTY-EIGHTH:     Tenant's Deposit . . . . . . . . . . . . . . . . . . . .   21
TWENTY-NINTH:      Elevators, Heat  . . . . . . . . . . . . . . . . . . . .   23
THIRTIETH:         Water and Sewer Rents  . . . . . . . . . . . . . . . . .   24
THIRTY-FIRST:      Sprinkler Maintenance  . . . . . . . . . . . . . . . . .   24

                                       i

<PAGE>

                                                                            Page
                                                                            ----

THIRTY-SECOND:     Insurance  . . . . . . . . . . . . . . . . . . . . . . .   25
THIRTY-THIRD:      Default Under Other Leases . . . . . . . . . . . . . . .   25
THIRTY-FOURTH:     Work to be Done by Landlord  . . . . . . . . . . . . . .   25
THIRTY-FIFTH:      Trading with the Enemy . . . . . . . . . . . . . . . . .   25
THIRTY-SIXTH:      Marginal Notes . . . . . . . . . . . . . . . . . . . . .   25
THIRTY-SEVENTH:     . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
     (a) Real Estate and CPI Escalation . . . . . . . . . . . . . . . . . .   25
     (b) Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
     (c) Statements for the Tenant  . . . . . . . . . . . . . . . . . . . .   27
     (d) Computation of Increase in Rent Payable by the Tenant  . . . . . .   28
     (e) Inspection of Books  . . . . . . . . . . . . . . . . . . . . . . .   28
     (f) Decreases in Real Estate Taxes or Index  . . . . . . . . . . . . .   28
     (g) Real Estate Tax Refunds  . . . . . . . . . . . . . . . . . . . . .   29
THIRTY-EIGHTH:     Arrangements with Respect to the Eleventh Floor  . . . .   29
THIRTY-NINTH:      Free Rent  . . . . . . . . . . . . . . . . . . . . . . .   30
FORTIETH:          [Intentionally Omitted]  . . . . . . . . . . . . . . . .   31
FORTY-FIRST:       Conditional Termination of Existing Leases . . . . . . .   31
FORTY-SECOND:      Tenant's Use of Elevator . . . . . . . . . . . . . . . .   32
FORTY-THIRD:       Tenant's Installation of Air Conditioning Equipment  . .   33
FORTY-FOURTH:      Eighth Floor Option Space  . . . . . . . . . . . . . . .   34
FORTY-FIFTH:       Loading Dock . . . . . . . . . . . . . . . . . . . . . .   34
FORTY-SIXTH:       Tenant's Obligation to Improve the Premises  . . . . . .   34
FORTY-SEVENTH:     Right to Cancel Third Floor Lease  . . . . . . . . . . .   34
FORTY-EIGHTH:      Broker . . . . . . . . . . . . . . . . . . . . . . . . .   35
</TABLE>

<TABLE>
<CAPTION>

EXHIBITS AND OTHER ATTACHMENTS
-------------------------------
<S>                  <C>
Exhibit A . . . . .  Portion of Basement
Exhibit B . . . . .  Portion of 8th Floor
Exhibit C . . . . .  Entire 10th Floor
Exhibit D . . . . .  Entire 11th Floor
Exhibit E . . . . .  Entire 12th Floor
Exhibit F . . . . .  Portion of 10th Floor to be Subleased to 
                       Four Color Litho, Inc.
Exhibit G . . . . .  Vacant 11th Floor Space
Exhibit H . . . . .  Automatic Passenger Elevator to be used 
                       by Tenant
Exhibit I . . . . .  Manual Freight Elevator to be used by Tenant
Exhibit J . . . . .  Area on roof where Tenant's air conditioning 
                       equipment may be installed
Exhibit K . . . . .  8th Floor Option Space
Exhibit L . . . . .  Tenant's Loading Dock
Exhibit M . . . . .  Location of Tenant's Trade Machinery and 
                       Equipment
</TABLE>
                           ii

<PAGE>

<TABLE>

                                                                            Page
                                                                            ----
<S>                                                                         <C>
Work Sheet  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   WS-1
Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . .   R-1
Certificate of Occupancy  . . . . . . . . . . . . . . . . . . . . . . . .   CO-1
</TABLE>
                             iii

<PAGE>

     THIS LEASE made as of the first day of May, 1994 between The Rector, 
Church-Wardens and Vestrymen of Trinity Church in the city of New York, a 
religious corporation (hereafter referred to as "the Landlord"), having its 
offices at 74 Trinity Place, Borough of Manhattan, City, County and State of 
New York, and The Corporate Printing Company, Inc., a New York corporation 
(hereafter referred to as "the Tenant"), having its place of business at 225 
Varick Street, Borough of Manhattan, City, County and State of New York.

                          W I T N E S S E T H:

     That the Landlord hereby lets and leases to the Tenant, and the Tenant 
hereby takes and hires from the Landlord, the following described space: a 
portion of the basement, a portion of the 8th floor, the entire 10th floor, 
the entire 11th floor and the entire 12th floor as hatched in red on the 
diagrams attached hereto and made part hereof and marked Exhibit "A", "B", 
"C", "D", and "E", respectively, (such space is hereafter referred to as "the 
premises") in the building known by street number as No. 225 Varick Street in 
the Borough of Manhattan, City, County and State of New York (hereafter 
referred to as "the building"), with the privilege to the Tenant of using 
(subject to such rules and regulations as the Landlord shall from time to 
time prescribe) the necessary entrances and appurtenances to the premises, 
reserving to the Landlord all other portions of the building not herein 
specifically demised, for a term to commence on the first day of November, 
1994, at noon, Standard Time, and to expire on the thirty-first day of 
October, 2014, at noon, Standard Time (or until such term shall sooner cease 
and expire or be terminated as hereafter provided), at the fixed rent at the 
annual rates as follows:

<TABLE>
<CAPTION>
                                               Annual Rate
      Period                                  of Fixed Rent
      ------                                   -----------
<S>                                            <C>
November 1, 1994 to October 31, 2001  . . . .  $  688,619.00
November 1, 2001 to October 31, 2009  . . . .  $1,180,038.00
November 1, 2009 to October 31, 2014  . . . .  $1,412,525.00
</TABLE>

Such fixed rent is payable at the offices of the Landlord in equal monthly 
installments equal to 1/12th of the rent at the annual rates as above 
prescribed for the respective periods in which they are payable, in advance 
without demand therefor an installment equal to the amount of the rent 
payable under this lease for the first month of the term for which rent is 
payable upon the execution hereof by the Tenant, and thereafter, on the first 
day of each month during said term, in lawful money of the United States, 
plus, (i) when due or demanded, such as shall be provided hereafter are 
payable by the Tenant as additional rent, and (ii), should the Tenant at the 
commencement of the term of this lease be in default in the payment of rent 
to the Landlord pursuant to the terms of any prior lease with the Landlord, 
or with a predecessor in interest of the Landlord, the amount of such 
arrears, which the Landlord may at its option and without notice thereof to 
the Tenant, add to any monthly installments of rent due under this lease. The 
Landlord agrees to give the Tenant notice of any default under the prior 
lease no later than November 12, 1994. As of May 12, 1994, the Tenant was not 
in default in the payment of rent or additional rent under the terms of the 
existing prior lease between the Landlord and the Tenant.

     THE ABOVE LETTING IS UPON THE FOLLOWING COVENANTS AND CONDITIONS, each 
and every one of which the Tenant covenants and agrees with the Landlord to 
keep and perform, and the Tenant agrees that the covenants herein contained 
on the part of the Tenant to be performed shall be deemed conditional 
limitations, as well as covenants and conditions:

                             -1-

<PAGE>

     FIRST: USE. (a) The Tenant shall use the premises only for offices, 
storage and the operation of Tenant's general printing business including the 
use of printing presses photocopying, document reproduction, info wiring and 
any use or activity incidental thereto.

     (b) If any portion of the premises consists of basement space, such 
portion shall be used only for storage purposes. 

     (c) No auction sale and no other sale of all or substantially all of the 
Tenant's property, stock, fixtures and machinery, except a sale made in 
connection with an assignment of this lease to another tenant for which the 
Landlord's consent shall have been obtained, shall be held at the premises 
unless the provisions of Article Twenty-Ninth (b) of this lease shall have 
been complied with.

     SECOND: RENT. (a) The Tenant shall pay the rent and additional rent as 
provided in this lease.

     (b) If any installment or installments of rent or additional rent or any 
service charge shall not be paid within fifteen (15) days following the date 
on which the same shall be due and payable pursuant of this lease, provided 
that the Tenant has failed to pay such amount within ten (10) days after 
receipt of written notice from the Landlord, then, in addition to, and 
without waiving or releasing, any other rights and remedies of the Landlord, 
the Tenant shall pay to the Landlord a late charge of one and one (1%) 
percent per month computed (on the basis of a 30-day month) from the date of 
such notice from the Landlord to the date of payment of the installment on 
the amount of each such installment or installments, as liquidated damages 
for Tenant's failure to make prompt payment, and the same may be collected on 
demand as additional rent in accordance with the provisions of Article 
Twenty-Third of this lease.

     THIRD: REPAIRS, MACHINERY, CLEANING AND WASTE. (a) The Tenant shall take 
good care of the premises and the fixtures, appurtenances, equipment and 
facilities therein and shall make, as and when needed, all repairs in and 
about the premises required to keep them in good order and condition 
reasonable wear and tear and damage by casualty except covered by insurance 
maintained by the Landlord; such repairs to be equal in quality of the 
original work provided that the Tenant shall not be obligated for structural 
or exterior repairs to the building or for repairs to the systems and 
facilities of the building for the use or service of tenants generally, other 
than fixtures, appurtenances, equipment and facilities in the premises, 
except where structural or exterior repairs or repairs to such systems and 
facilities are made necessary by reason of one or more of the occurrences 
described below in clauses (i) through (iv) of this Article Third (a). Should 
the Tenant fail to repair any condition in or about the premises or the 
fixtures, appurtenances, equipment and facilities therein which is of such a 
nature that its neglect would result in damage or danger to the building, its 
fixtures, appurtenances, facilities and equipment, or to its occupants (of 
which nature the Landlord shall be the judge) or, in the case of repairs of 
any other nature, should the Tenant have failed to make the required repairs 
or to have begun in good faith, the work necessary to make them within five 
business days after notice from the Landlord of the condition requiring 
repair, the Landlord may, in either such case, immediately enter the premises 
and make the required repairs at the expense of the Tenant. The Landlord may 
make, at the expense of the Tenant, any repairs to the building or to its 
fixtures, appurtenances, facilities or equipment, whether of a structural or 
any other nature, which are required by reason of damage or injury due (i) to 
the negligence or the improper acts of the Tenant or its employees, agents, 
licenses or visitors; (ii) to the moving, into or out of the building, of 
property being delivered to or taken from the premises; (iii) to the 
installation, repair or removal of

                                       -2-

<PAGE>

the property of the Tenant in the premises; or (iv) to the faulty operation 
of any machinery, equipment, or facility installed in the premises by or for 
the Tenant. The Tenant will pay the cost of any repairs made by the Landlord 
pursuant to this paragraph upon presentation of bills therefor, or the 
Landlord may, at its option, add such amounts to any installment or 
installments of rent due under this lease and collect the same as additional 
rent. The liability of the Tenant under this Article Third shall survive the 
expiration or other termination of this lease.

     (b) If the Tenant shall install or maintain machinery or manufacturing 
equipment of any description in the premises, the operation of which produces 
noise or vibration which is transmitted beyond the premises and the Landlord 
deems it necessary that the noise or vibration of such machinery or equipment 
be diminished, eliminated, prevented or confined to the premises, the 
Landlord may give written notice to the Tenant, requiring that the Tenant 
provide and install rubber or other approved settings for absorbing, 
preventing or decreasing the noise or vibration of such machinery or 
equipment within fifteen (15) days. The judgment of the Landlord of the 
necessity of such installation shall be conclusive, and the installation 
shall be made in such manner and of such material as the Landlord may direct. 
Should the Tenant fail to comply with such request within fifteen (15) days, 
the Landlord, provided ten (10) days notice is afforded Tenant, may do the 
work necessary to absorb, prevent or decrease the noise or vibration of such 
machinery or equipment and the Tenant will pay to the Landlord the cost of 
such work upon demand or such cost may, at the option of the Landlord, be 
added to any installment or installments of rent under this lease and shall 
be payable by the Tenant as additional rent.

     (c) The premises shall be kept clean and in order by the Tenant, at the 
Tenant's expense, and to the satisfaction of the Landlord. The Tenant shall, 
at its own expense, clean the interior and exterior surfaces of the windows 
at such times as the windows become dirty (however, not more often than two 
times per year) to a degree which, in the judgment of the Landlord, adversely 
affects the appearance of the building or the premises. Such window cleaning 
shall be done in a manner which complies with the requirements of this lease 
and all applicable laws and regulations. The Tenant shall, at its own 
expense, remove from the building any and all rubbish, refuse and waste 
originating in the premises of the Tenant or cause the same to be removed. 
The removal of such refuse, rubbish and waste shall be subject to such 
results and regulations as to time and manner of removal as, in the judgment 
of the Landlord, are necessary for the proper operation of the building. In 
the event that the Tenant shall fail to clean the windows or remove its 
refuse, rubbish and waste, provided ten (10) days notice is afforded Tenant, 
such cleaning or removal may be done by the Landlord, and the Tenant shall 
pay to the Landlord the actual and reasonable cost of the cleaning of the 
windows or the removal of any of the Tenant's refuse, rubbish and waste from 
the building. Bills for the same shall be rendered by the Landlord to the 
Tenant at such times as the Landlord may elect and shall be due and payable 
within ten (10) days from when rendered, and the amount of such bills shall 
be deemed to be, and be paid as, additional rent. Should the Landlord clean 
the windows or remove the rubbish of the Tenant and of other tenants, the 
cost of such cleaning or removal shall be apportioned as between the Tenant 
and such other tenants respectively on the basis of the number of windows or 
the respective approximate quantities of such rubbish and waste as the case 
may be. The Landlord's apportionment of such respective quantities shall be 
conclusive on the parties.

     FOURTH: ALTERATIONS AND FIXTURES. (a) The Tenant shall not make any 
alteration, addition or improvement in or upon the premises cost of which 
exceeds $50,000, (excluding painting, wall covering, floor covering or 
other interior decoration), nor incur any expense therefor, without having 
first obtained the written

                                        -3-

<PAGE>

consent of the Landlord therefor which shall not be unreasonably withheld or 
delayed and such approval shall be deemed granted if Tenant is not notified 
in writing of the Landlord's basis for withholding such approval within ten 
(10) days of notifying Landlord thereof. If the Tenant shall desire to make 
alterations, decorations, additions or improvements to fit out the premises 
for the Tenant's use which will not adversely affect the structure of the 
building or the operation of any of the systems or facilities of the building 
for the use of all tenants or violate the requirements of government hereafter 
referred to and if the Tenant shall furnish the Landlord with the Tenant's 
plans and specifications for the proposed alteration, decoration, addition or 
improvement in sufficient detail to permit the Landlord to determine that the 
same will comply with the requirements of this subdivision (a), the 
Landlord's approval will not be unreasonably withheld or delayed and such 
approval shall be deemed granted if Tenant is not notified in writing of the 
Landlord's basis for withholding such approval within ten (10) days of 
notifying Landlord thereof. Whenever any alterations, decorations, additions 
or improvements of the premises are made by the Tenant, the Tenant shall not, 
knowingly, employ or permit to be employed therein any labor which will cause 
strikes or labor troubles with other employees in the building employed by 
the Landlord or its contractors. All alterations, decorations, additions or 
improvements shall be made and installed in a good and workmanlike manner and 
shall comply with all requirements, by law, regulation or rule, of the 
Federal, State and City Governments and all subdivisions and agencies thereof, 
and with the requirements of the New York Fire Insurance Exchange, New York 
Board of Fire Underwriters and all other bodies exercising similar functions, 
and shall conform to any particular requirements of the Landlord, which shall 
be reasonably expressed in its consent for the making of any such 
alterations, decorations, additions, and improvements. Any such work once 
begun shall be completed with all reasonable dispatch, but shall be done at 
such time an in such manner as not to interfere with the occupancy of any 
other tenant or the progress of any work being performed by or on account of 
the Landlord. If requested to do so by the Tenant in connection with the 
Landlord's approval of any alteration, decoration, addition or improvement, 
the Landlord will advise the Tenant whether the alteration, decoration, 
addition or improvement will be required to be removed by the Tenant at the 
expiration or earlier termination of this lease or may remain upon the 
premise to become the property of the Landlord. If no such advice is given by 
the Landlord, the provision of subdivision (b) of this Article Fourth shall 
apply.

     (b) All alterations, decorations, additions or improvements, which may 
be made or installed in or upon the premises (whether made during or prior to 
the term of this lease or during the term of any prior lease of the premises 
by the Landlord, the Tenant or any previous tenant), except the furniture, 
trade equipment of any kind, trade fixtures, stock in trade, and like 
personal property of the Tenant, shall be conclusively deemed to be part of 
the freehold and the property of the Landlord, and shall remain upon the 
premises, and, upon the expiration or any termination of the term of this 
lease, shall be surrendered therewith as a part thereof, unless the Landlord 
shall, prior to the expiration or termination of the term, notify the Tenant 
that any or all of such alterations, decorations, additions or improvements 
shall be removed, in which event, the Tenant shall remove the same in 
accordance with the Landlord's notice at its own cost and expense at of prior 
to the expiration or termination of the term. The Tenant, at or prior to the 
expiration or any termination of the term of this lease shall, at its own 
expense, remove all its furniture, trade fixtures, stock in trade and like 
personal property. The Tenant shall restore and repair, at its own cost and 
expense, any damage or disfigurement of the premises occasioned by any such 
removals or remaining ten (10) days after notice to Tenant after such 
removals, so as to leave the premises in good order and condition or, the 
Landlord, at its option, may do such restoration and repair and the Tenant 
will pay the cost thereof upon demand.

                                      -4-

<PAGE>

If any furniture, trade fixtures, stock in trade or other personal property 
of the Tenant shall not be removed at the expiration or any termination of 
this lease, the Landlord, at the Landlord's option, may treat the same as 
having been irrevocably abandoned, in which event the Tenant shall have no 
further right, title or interest therein and the Landlord may remove the same 
from the premises, disposing of them in any way which the Landlord sees fit 
to do, and the Tenant shall, on demand, pay to the Landlord the actual and 
reasonable expense incurred by the Landlord for the removal thereof, as well 
as the cost of any restoration of the premises above provided. The Tenant's 
obligations under this subdivision (b) of this Article Fourth shall survive 
the expiration of this lease.

     (c) The Landlord may at any time during the term of this lease change 
the arrangement or location of the entrances or passageways, doors and 
doorways, and the corridors, elevators, stairs, toilets (except for toilets 
on floors where the Tenant leases the entire floor) or other parts of the 
building used by the public or in common by the Tenant and other tenants 
(including, without limitation, the conversion of elevators from a manually 
operated to an automatic self-service basis) provided no such change in 
arrangement shall materially reduce the size of the premises or materially 
impair access to the premises, and may alter the staffing of the building and 
the scale and manner of the operation thereof, provided that the services to 
which the Tenant is entitled as specified in this lease are not diminished 
and may alter the facilities, fixtures, appurtenances and equipment of the 
building as it may deem the same advisable, or as it may be required so to do 
by any governmental authority, law, rule or regulation. The Landlord may, 
after reasonable notice, change the name, street number or designation by 
which the building is commonly known. To the extend any portion of the 
premises becomes unuseable for Tenant's business, due to Landlord's work, the 
rent and additional rent shall abate with respect thereto.

     FIFTH: COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The Tenant 
shall promptly comply, at the Tenant's own expense, with all laws, 
ordinances, regulations and requirements of the City, State and Federal 
Governments, and all subdivisions and agencies thereof, and the New York Fire 
Insurance Exchange, the New York Board of Fire Underwriters, and of any fire 
insurance rating organization, and of all other departments, bureaus, 
officials, boards and commissions with regard to the premises or the use 
thereof by the Tenant, provided that the Tenant shall not be required to make 
alterations or additions to the premises, except where the same are required 
by reason of the nature of the Tenant's use of the premises, the manner in 
which it business is carried on in the premises or a failure on the part of 
the Tenant to conform to the provisions of this lease. The Tenant will not 
permit the maintenance of any nuisance upon the premises or permit its 
employees, licensees or visitors to do any illegal act therein, or in and 
about the building. If any such law, ordinance, regulation or requirement 
shall not be promptly complied with by the Tenant, then the Landlord may 
after providing Tenant with ten (10) days prior notice, at its option, enter 
upon the premises to comply therewith, and should any fine or penalty be 
imposed for failure to comply therewith or by reason of any such illegal act, 
the Tenant agrees that the Landlord may, at its option, pay such fine or 
penalty, which the Tenant agrees to repay to the Landlord, with interest from 
the date of payment, as additional rent.

     SIXTH: COMPLIANCE WITH LANDLORD'S RULES. The Tenant and the Tenant's 
employees, and any other persons subject of the control of the Tenant, shall 
well and faithfully observe all the rules and regulations annexed hereto, and 
also any and all reasonable rules and regulations affecting the premises, the 
building or the equipment, appurtenances, facilities and services thereof, 
hereafter promulgated by the Landlord. The Landlord may at any time, and from 
time to time, prescribe and regulate the

                                  -5-

<PAGE>

placing of safes, machinery, quantities of merchandise and other things, and 
regulate which elevator and entrance shall be used by the Tenant's employees, 
and for the Tenant's shipping; and may make such other and further rules and 
regulations as in its reasonable judgment may, from time to time, be needed 
or desirable for the safety, care or cleanliness of the building and for the 
preservation of good order therein.

     The type and location of the Tenant's trade machinery and equipment is 
indicated on Exhibit "M" hereto and the Landlord approves the location of such 
machinery and equipment.

     SEVENTH: PLATE GLASS. [Intentionally Omitted]

     EIGHTH: CARE OF SIDEWALKS. [Intentionally Omitted]

     NINTH: LANDLORD'S ACCESS TO THE PREMISES. (a) The Tenant shall, without 
in any way affecting the Tenant's obligations hereunder, and without 
constituting any eviction, permit the Landlord and its agents: (i) during 
regular business hours on reasonable prior notice; to enter the premises and 
have access thereto, for the purpose of inspecting or examining them during 
regular business hours on reasonable prior notice; (ii) to enter the premises 
to make repairs and alterations, and to do any work on the premises and any 
work in connection with excavation or construction on any adjoining premises 
or property (including, but not limited to, the shoring up of the building) 
and to take in any of the foregoing instances, any space needed therefor; and 
(iii) during the six months preceding the termination hereof, to place and 
maintain thereon the usual "for rent" notices. The Tenant shall permit the 
Landlord to erect and maintain ducts, pipes and conduits in and through the 
premises, provided such are "boxed-in". In the exercise of the rights of the 
Landlord reserved under clause (ii) or under the next preceding sentence of 
this subdivision (a) of Article Seventh the Landlord will do so in a manner 
which minimizes the interference with the Tenant's use of the premises so far 
as practicable and where ducts, pipes or conduits are to be erected through 
the premises will locate them along walls or ceilings wherever practicable. 
The Landlord will exercise its rights under the preceding sentence in a 
manner which will no unnecessarily interfere with the operation of the 
Tenant's business or disfigure or impair the usefulness of the premises.

     (b) If the Tenant or an officer or authorized employee of the Tenant 
shall not be personally present to open and permit an entry into said 
premises, at any time, when for any reason an entry therein shall be 
necessary or permissible hereunder, the Landlord or the Landlord's agents, 
may, in the case of an emergency of the Tenant's repeated refusal to grant 
the Landlord access, enter the same by a master key, or may forcibly enter 
the same without rendering the Landlord or such agents liable therefor (if 
during such entry the Landlord shall accord reasonable care to the Tenant's 
property) and without in any manner affecting the obligations and covenants 
of this lease and in no event shall any such entry by the Landlord or its 
agents be deemed an acceptance of a surrender of this lease, either expressed 
or implied, nor a waiver by the Landlord of any covenant of this lease on the 
part of the Tenant to be performed.

     TENTH: ELECTRIC CURRENT; LIVE STEAM. (a) Electric current is to be 
supplied by the Landlord. The Tenant covenants and agrees to purchase the 
Tenant's requirements therefor at the premises from the Landlord or the 
Landlord's designated agent at 110% of the rates set forth in the rate 
schedule of Consolidated Edison Company of New York, Inc. applicable to the 
building (or the conjunctional group in which the building is included), plus 
any sales or use tax or other governmental charge or levy; provided, however, 
that if such rate schedule includes any adjustment for time-of-day for either 
demand or consumption, the rate applicable to the Tenant's demand for and 
consumption of electricity, shall be

                                     -6-


<PAGE>

that specified for the peak period.  The calculation of the rate shall 
include the effect of all direct and indirect charges which affect the cost 
of the electricity, including without limitation, consumption charges, demand 
charges and fuel cost escalation charges.  In the event that the Tenant is 
required to pay New York City or New York State tax on any amount payable 
pursuant to this paragraph (a), then the amount payable by the Tenant 
hereunder for electricity shall be reduced by the amount of such taxes; 
provided, however, that in the event that the Landlord continues to own the 
building, in no event shall such amount, as so reduced, be less than 105% of 
the rates set forth in the rate schedule of Consolidated Edison Company of 
New York, Inc. applicable to the building.

      (b)  Where more than one meter measures the service of the Tenant in 
the building, the service rendered through each meter may be computed and 
billed separately in accord with the rates herein provided for.  No current 
shall be furnished until the equipment of the Tenant has been approved by the 
proper authorities, and after such approval, no changes shall be made in such 
equipment which would cause an increase in consumption beyond the capacity 
available to the premises.  The Tenant shall pay, upon demand, the bills for 
electric current furnished and the use of meters.  The Tenant shall comply 
with such rules, regulations and contract provisions as are customarily 
prescribed by public service corporations supplying such services, for 
consumption similar to that of the Tenant.  Landlord shall repair and 
maintain all risers, feeders and other electrical equipment used to supply 
electricity to the tenants in the building generally and to replace same at 
its own expense when necessary.

      (c)  Provided electrical service is discontinued to all tenants in the 
building,  The Landlord may discontinue the supply of electric current under 
subdivision (a) at any time on sixty (60) days' notice to the Tenant without 
being liable to the Tenant therefor or without in any way affecting this 
lease or the liability of the Tenant hereunder or causing the diminution of 
rent, and the same shall not be deemed to be a lessening or diminution of 
services within the meaning of any law, rule, or regulation now or hereafter 
enacted, promulgated, or issued.  Should the Landlord give such notice of 
discontinuance, the Tenant shall make the Tenant's own arrangements to 
receive such service direct from such public utility corporation serving the 
building and the Landlord shall permit the Landlord's wires, conduits and 
meters, to the extent to which they are safely available for such use and 
to the extent to which they may be used under any applicable governmental 
regulations or the regulations of such public utility, to be used for the 
purpose.  Should any additional or other wiring, conduits, meters or any 
other or different distribution equipment be required in order to permit the 
Tenant to receive such service directly from the public utility, the same 
will be installed as the Landlord shall elect, either by the Landlord, at the 
sole cost and expense of the Tenant, or by the Tenant at the Tenant's sole 
cost and expense, except that the Landlord shall pay any fee required to 
permit the building to be connected to the electrical distribution system of 
Consolidated Edison.  In the case of central distribution equipment which is 
used in connection with the distribution or metering of current supplied to 
the Tenant and other tenants of the building, and which is required to be 
installed under governmental regulations or the regulation of such utility, 
the cost of installation thereof will be prorated among the several tenants, 
serviced through the distribution facility in the proportion which their 
average consumption of electric current over the next preceding period of not 
less than six months' duration bears to the total consumption of electric 
current by all tenants during such period, and the Tenant shall pay to the 
Landlord the Tenant's share of such cost of installation, apportioned as 
above, within ten (10) days following receipt of a statement showing the cost 
of the distribution equipment and the manner in which the cost has been 
allocated to the Tenant.  Should the supply of electric current by the 
Landlord be discontinued, but


                                      -7-

<PAGE>

not as a result of the Landlord's election to discontinue the supply of 
current, then the Tenant shall, at the Tenant's expense, install all wiring, 
metering and distribution facilities which are required in order to permit 
the Tenant to purchase the Tenant's requirements for electric current for the 
premises from such utility and may discontinue the use of the Landlord's 
electric wires, cables, meters and distribution facilities.  All such 
facilities installed by the Tenant shall be installed in a workmanlike way 
which complies with applicable governmental regulations and the regulations 
of the public utility.  The Landlord will in any such case permit any 
pipe-chases or channels available in the building to be used by the Tenant for 
the Tenant's cables and conduits, to the extent that the same may be 
available and may be safely used for the purpose.

      (d)  The Landlord shall not in any way be liable or responsible to the 
Tenant for any loss or damage or expense which the Tenant may sustain or 
incur if either the quantity or character of electric service is changed or 
is no longer available or suitable for the Tenant's requirements, provided 
such is not caused by any action of the Landlord, nor shall the Landlord be 
in any way responsible for any interruption of service due to breakdowns, 
repairs, malfunction of electrical equipment or any other cause relating to 
electrical service which is beyond the Landlord's reasonable control.

      (e)  If there be any facilities for the supply of live steam in the 
building, such steam shall be supplied to the Tenant only if separate 
agreements are made therefor and pursuant to such arrangements.  In the event 
that such separate agreements shall be made, the appropriate provisions of 
this Article Tenth shall be applicable thereto.

      ELEVENTH:  CONDEMNATION AND DEMOLITION.  If the premises or any part 
thereof shall be taken or condemned for any public or quasi public use, this 
lease and the term  hereby granted shall terminate on the date when title 
vests in the condemnor and the Tenant shall have no claim for the value of 
any unexpired portion of the term of the lease.  If any other part of the 
building shall be so taken and such taking shall, in the judgment of the 
Landlord, make the operation of the building impractical, unprofitable or 
uneconomical (even though no part of the premises be taken), the Landlord 
may, at its option, give to the Tenant, at any time after the vesting of 
title and prior to the actual taking of possession, thirty (30) days' notice 
of intention to terminate this lease, and upon the date designated in such 
notice, this lease and the term hereby granted shall terminate.  In no event 
shall any condemnation award be apportioned, and the Tenant hereby assigns to 
the Landlord all right and claim to any part of such award, but the rent, and 
all other sums payable by the Tenant, shall be apportioned as of the date of 
any such termination of this lease, provided that nothing contained in the 
foregoing portion of this Article Eleventh shall be deemed to prevent the 
Tenant's making claim for and retaining an award for the damage to or loss of 
value of its trade fixtures, unexpired term of the lease, or from making 
claim for and retaining any award which may be made to the Tenant for 
Tenant's moving expenses if, and to the extent that, the award to be claimed 
and retained by the Tenant is independent of and does not result in a 
diminution of the award to the Landlord for the taking of the land, building 
and the Landlord's other property.

      TWELFTH:  MECHANIC'S LIENS.  The Tenant will not permit, during the 
term hereby granted, any mechanic's or other lien or order for payment of 
work, labor, services, or materials furnished or to be furnished to Tenant to 
attach to or affect the premises or any portion thereof, and agrees that no 
such lien or order shall under any circumstances attach to or affect the fee, 
leasehold or other estate of the Landlord herein, or the building.  The 
Tenant's obligation to keep the premises in repair, and any right of the 
Tenant to make alterations therein, and the Landlord's consent to

                                      -8-

<PAGE>

make any alterations or improvements, shall not be construed as the 
permission, consent or request of the Landlord to the furnishing of any such 
work, labor or materials within the meaning of any present or future lien 
law.  Notice is hereby given that the Tenant has no power, authority or right 
to do any act or to make any contract which may create, or be the foundation 
for, any lien upon the fee or leasehold estate of the Landlord in the 
premises or upon the land or buildings of which they are a part of the 
improvements now erected or hereafter to be erected upon the premises or the 
land or building of which the premises are a part; and if any such mechanic's 
or other lien or order shall be filed against the premises or the land or 
building of which the premises are a part, the Tenant shall, within thirty 
(30) days thereafter, discharge said lien or order by payment, deposit or by 
bond fixed in a proper proceeding according to law.  If the Tenant shall fail 
to take such action, or shall not cause such lien or order to be discharged 
within thirty (30) days after receipt of notice of the filing thereof, the 
Landlord may pay the amount of such lien or discharge the same by deposit or 
by bond or in any other manner according to law, and pay any judgment 
recovered in any action to establish or foreclose such lien or order, and any 
amount so paid, together with the expenses incurred by the Landlord, 
including all attorneys' fees and disbursements incurred in any defense of 
any such action, bonding or other proceeding, shall be deemed additional rent.

      THIRTEENTH:  SUBORDINATION.   (a) This lease, and all the rights of the 
Tenant hereunder, are and shall be subject and subordinate to any and all 
mortgages or liens, now existing or hereafter created, either in whole or in 
part on the building, or the land on which it stands, and also to any and all 
other mortgages covering other lands or lands and buildings, which may now or 
hereafter be consolidated with any mortgage or mortgages upon the building 
and the land on which it stands or which may be consolidated and spread to 
cover the building and such land and any such other lands or lands and 
buildings, and any extension, renewal or modification of any such mortgages, 
and to any and all underlying leases of record, or hereafter to be recorded, 
against the building or the land on which it stands, and any extensions, 
renewals or modification hereof.

      The Landlord represents that the building and the land on which it is 
located are not subject to the lien of any mortgage or to any underlying 
ground lease.  The Landlord shall obtain from any future mortgagee or from 
any future lessor of any underlying lease, an agreement to the effect that, 
so long as the Tenant shall not be in default under the terms of this lease, 
the Tenant shall not be made party to any proceeding to foreclose the 
mortgage or to terminate the underlying lease; and that the Tenant's 
possession of the premises under the term of this lease, shall not be 
terminated or disturbed as a result of the foreclosure of any mortgage or 
termination of any underlying lease.  The Tenant agrees it will execute any 
agreement consistent with the foregoing provisions which may be required to 
confirm the subordination of this lease subject to the non-disturbance 
provisions above outlined.  In any such agreement the The Tenant shall agree 
that, in the event that the mortgagee shall succeed to the rights of the 
Landlord herein named, or if any Landlord of any underlying lease shall 
succeed to the position or the Landlord under this lease, then the Tenant 
will recognize such successor Landlord as the Landlord of this lease and pay 
the rent and attorn to and perform the provisions of this lease for the 
benefit of any such successor Landlord.

      FOURTEENTH:  CERTIFICATE OF OCCUPANCY.  The Tenant shall immediately 
discontinue any use of the demised premises, which may, at any time, be 
claimed or declared by the City or State of New York or other governmental 
authority to be in violation of or contrary to the certificate of occupancy 
of the building, or by reason of which any attempt may be made to penalize 
the Landlord or require the Landlord to secure any certificate of occupancy 
other than the one, if any, now issued for the building.

                                      -9-

<PAGE>

      FIFTEENTH:  VAULTS.  Landlord represents and warrants to Tenant that 
the premises do not include any vault space, and Tenant shall not be 
responsible for the payment of any vault charge or tax, if any, imposed by 
any governmental authority.

      SIXTEENTH:  LIQUORS.  Neither the Tenant nor any occupant of the 
premises or of any part thereof shall at any time during the continuance of 
the term, sell, traffic in, expose for sale, dispense or give away, upon any 
part of the premises, any strong or spirituous liquor, wine, ale or beer, or 
take or have a license for such sale.  The provisions of this Article 
Sixteenth will not be deemed violated by a continuation of the Tenant's 
practice of affording hospitality to customers employing its printing 
services, including the service of alcoholic beverages; it being understood 
that there will be no dispensing in any way of alcoholic beverages to any 
employees of the Landlord or to any part of the public other than the 
customers of the Tenant's printing services.

      SEVENTEENTH:  FIRE AND FIRE INSURANCE.  (a)  If the premises shall be 
damaged by fire, action of the elements or other casualty or cause which is 
within the risks covered by insurance carried by the Landlord, the Tenant 
shall give immediate notice thereof to the Landlord, and said damage shall 
be repaired by the Landlord, at the Landlord's expense, with all reasonable 
speed, making due allowance for delay due to labor troubles, settlement of 
loss and other causes beyond the control of the Landlord, and the Tenant 
shall, in every reasonable way, facilitate the making of such repairs, and 
(unless the fire shall be due to the negligence or other fault of the Tenant 
or its employees) the rent (and the additional rent) shall be suspended 
during such period as the premises shall have been rendered wholly 
untenantable and, in the event that the premises are rendered partially 
untenantable, the rent shall be abated during such period, in the proportion 
which the area of the premises which is rendered untenantable bears to the 
area of the whole premises, but no damage to the premises or the building by 
fire, or other cause, however extensive, shall terminate this lease, or give 
the Tenant the right to quit and surrender the premises, or impair any 
obligation of the Tenant hereunder, except with respect to the payment of 
rent (and with respect thereto the extent above provided) and except that (i) 
if the damage shall be so extensive that the Landlord shall determine to 
demolish or substantially alter the building, the Landlord may at any time 
within thirty (30) days following the occurrence of the damage give to the 
Tenant thirty (30) days' notice of intention to terminate this lease; (ii) if 
the damage to the premises is substantial so that the whole or substantially 
the whole of the premises is rendered untenantable by the Tenant and the 
Landlord does not repair the damage to the premises and, in fact, commence 
repair within thirty (30) days of such notice so that the premises are again 
usable by the Tenant within a period of not more than 120 days following the 
occurrence of the damage subject to delays due to causes of the kinds described 
in Article Thirty-Fourth of this lease, the Tenant may cancel this lease by 
notice given within ten (10) days following the expiration of the said 
30-day period for the Landlord's notice of election to repair.  If notice of 
election to terminate this lease shall be given as above provided, then, upon 
the date for termination designated in any such notice this lease and the 
term hereby granted shall terminate and the rent shall be apportioned as of 
the date of the damage or as of such later date as the Tenant may actually 
surrender possession.  Nothing herein contained shall be deemed to obligate 
the Landlord to restore the Tenant's trade fixtures, stocks, furnishings or 
other property remaining the property of the Tenant.

      (b)  The Tenant further agrees not to permit any act to be done or 
anything brought into or kept upon the premises which will void or avoid the 
insurer's liability under any contract of fire insurance on the building or 
its contents or increase the rate of insurance upon the building.  Should the 
fire insurance rate on the building be increased beyond the present rate, by 
reason of

                                      -10-

<PAGE>

Tenant's failure to comply with the terms hereof, the Tenant agrees to pay to 
the Landlord, on demand, the additional cost of such insurance, or, at the 
option of the Landlord, the same may be added to any installment of rent and 
be payable as additional rent.  The schedule of the makeup of a rate issued 
by an authorized rating organization shall be conclusive evidence of the 
facts therein stated and of the items in the rate applicable to the premises.

      (c)  The Landlord, as to the premises, and the Tenant, as to the 
improvements made therein at the Tenant's expense and all of the Tenant's 
stock, trade fixtures and other property in the premises, hereby release one 
another from all liability for any loss or damage caused by fire or any of 
the risks enumerated in standard extended coverage insurance.  This release 
is conditioned upon the inclusion in their respective policies of insurance 
of a provision stating that such release shall not adversely affect said 
policies or prejudice any right of the insured to recover thereunder.  The 
Landlord and Tenant agree that their respective insurance policies will 
include the aforesaid provision so long as the same is obtainable without 
extra cost or if extra cost be charged, so long as the party for whose 
benefit the clause is obtained shall pay such extra cost.  If extra cost 
shall be chargeable therefor the party so affected shall advise the other 
thereof and of the amount of the extra cost and the other party at its 
election may pay the same or decline to so pay in which event the release 
from liability given to said party by this Article Seventeenth (c) shall be 
deemed to be withdrawn and of no force and effect.

      (d)  The parties hereto shall each use their best efforts to procure 
and maintain in force and effect an appropriate clause in, or endorsement on, 
any fire or extended coverage insurance covering the demised premises and the 
building and the personal property, fixtures and equipment located therin or 
thereon, pursuant to which the insurance companies waive subrogation, 
provided such waiver is procurable without additional premium, and, having 
obtained such clause or endorsement of waiver or subrogation, every party 
hereby agrees that it will not make any claims against or seek to recover 
from the other for any loss or damage to its property or of others, covered 
by such fire and extended coverage insurance; provided, however, that the 
release, discharge, exoneration and covenant not to sue herein contained 
shall be limited to the terms and provisions of the waiver of subrogation 
clauses and/or endorsements and shall be co--extensive therewith.  If such 
waiver of subrogation shall be procurable only by payment of an additional 
premium therefor, notice of such requirement shall be furnished to the other 
party and if such other party fails to pay such additional premium, then the 
provisions hereof shall not be applicable to such other party.

      EIGHTEENTH:  CHANGE IN USE OF PREMISES, SUBLETTING AND ASSIGNMENT.  (a) 
 The use to be made of the premises by the Tenant and the identity of the 
Tenant being among the inducements to the making of this lease by the 
Landlord, the Tenant shall not, except in accordance with the terms of this 
Article, (i) use or permit the premises or any part thereof to be used for 
any purposes other than those specified in the lease, (ii) sublet or underlet 
the premises or any part thereof, (iii) permit the premises or any part 
thereof to be occupied by anyone other than the Tenant or it officers or 
employees, (iv) mortgage or encumber; this lease or any interest therein, (v) 
assign or transfer, by operation of law or otherwise, this lease or any 
interest therein.

      (b)  The Tenant shall not, without having first obtained the Landlord's 
prior written consent thereto, (i) use or permit the premises or any part 
thereof to be used for any purposes other than those specified in the lease, 
or (ii) mortgage or encumber this lease or any interest therein. The Landlord 
agrees that if, in connection with a proposed assignment of the lease or 
subletting of the premises, the Tenant requests a change in the purposes for 
which the premises may be used, the Landlord will not unreasonably

                                      -11-

<PAGE>

withhold its consent, bearing in mind that the Landlord is a religious 
institution..

     (c)  The Tenant shall not, except in accordance with the provisions of 
paragraphs (d) through (l) of this Article, (i) assign or transfer, by 
operation of law or otherwise, this lease or any part therein, (ii) sublet or 
underlet the premises or any part thereof, or (iii) permit the premises or 
any part thereof to be occupied by anyone other than the Tenant or its 
officers or employees.

     (d)  If the Tenant shall desire to assign this lease or to sublet the 
whole or any part of the premises or to permit the premises to be occupied by 
any person other than the Tenant, the Tenant will notify the Landlord as to 
(i) the action which the Tenant proposes; (ii) the portion of the premises 
with respect to which the Tenant proposes to take such action (the "Affected 
Premises"); (iii) the name and business address of the proposed assignee, 
sublessee or occupant (the "Proposed Undertenant"), (iv) the name and 
residence address of the officers and principal stockholders of the Proposed 
Undertenant, if a corporation is involved or the names and residence 
addresses of the general partners thereof if a partnership or joint venture 
is involved; (v) the information, in reasonable detail, as to the Proposed 
Undertenant which is required to permit the Landlord to make the 
determinations described in paragraph (h) below; (vi) the terms upon which 
the Tenant proposes to assign this lease or sublet the premises or permit the 
premises to be occupied by the Proposed Undertenant (including the terms 
under which any additions, alterations or decorations are to be made to the 
Affected Premises and the terms on which the Proposed Undertenant is to buy 
or lease any fixtures, leasehold improvements, equipment, furniture, 
furnishings or other personal property from the Tenant; and (vii) the name 
and address of any real estate broker or other person to whom a commission 
may be owed by any person in connection with such assignment, subleasing or 
occupation. (The Tenant's notice of desire to assign, sublease or permit 
occupancy of the Affected Premises by others, with the information prescribed 
above is hereafter referred to as a "Tenant's Subleasing Notice").

     (e)  By written notice executed by the Landlord and delivered to the 
Tenant within thirty (30) days following receipt of the Tenant's Subleasing 
Notice (for the purposes hereof such notice shall not be deemed to have been 
received by the Landlord until all of the information required by paragraph 
(d) above shall have been furnished to the Landlord), the Landlord shall and 
if the Landlord fails to respond in such 30 day period, the Landlord will be 
deemed to have consented to the subletting or assignment requested by the 
Tenant.

     (f)  In the event of a proposed assignment of this lease or the 
subleasing or occupation of the entire premises subject to this lease for the 
then remaining balance of the term of this lease, (i) the Landlord may elect 
to require the Tenant to surrender the premises to the Landlord and terminate 
this lease with respect to the premises on the last day of the second 
complete calendar month following the Tenant's Subleasing Notice and comply 
with the provisions of this lease respecting surrender at the end of the term 
not later than such date or (ii) the Landlord may give its consent to any 
such assignment, sublease or occupation. Any subletting or occupancy by a 
third party as a consequence of which 25% or less in an area of the Premises 
shall remain in occupancy by the Tenant herein named may, at the Landlord's 
option, be considered a subleasing of the whole of the Premises. The Landlord 
will not elect to require the Tenant to surrender the premises and will not 
unreasonably withhold its consent to an assignment or subleasing proposed by 
the Tenant in connection with the sale of all or substantially all of the 
business operations and assets of the Tenant.

                                     -12-

<PAGE>

     (g)  In the event of a proposed subleasing or occupation of all or any 
portion of the premises subject to this lease for the then remaining balance 
term of this lease, (i) the Landlord may elect to require the Tenant to 
surrender to the Landlord and vacate the Affected Premises not later than the 
date upon which the proposed subleasing or occupation is proposed to commence 
and comply on such date with the provisions of this lease as to surrender at 
the expiration of the term with respect to the Affected Premises, and the 
Tenant shall, at its expense, erect the partitioning required to separate the 
Affected Premises from the remainder of the premises, create any doors 
required to provide an independent means of access to the Affected Premises 
from elevators and lavatories and to segregate the wiring and meters and 
electric current facilities, so that the Affected Premises may be used as a 
unit for commercial purposes, separate from the remainder of the premises 
remaining in occupation of the Tenant; in which event the rent and all 
additional rent payable under this lease shall be reduced proportionately 
with the diminution in the area of the premises upon surrender of the 
Affected Premises; or (ii) the Landlord may give its consent to any such 
sublease or occupation.

     (h)  In the case of an assignment or subletting, the Landlord shall be 
under no obligation to consent thereto or to select one of the alternatives 
set forth in paragraph (f) above, unless the Landlord's investigation of the 
financial standing of the proposed assignee discloses that there is no reason 
to doubt the financial ability of the assignee to carry out its obligations 
under this lease for the balance of the term and the Landlord's investigation 
of the manner in which the proposed assignee conducts its business indicates 
that the assignee will conduct its business in the premises in conformity 
with the requirements of this lease or that there will be no interference 
with the orderly conduct of their business and the enjoyment of their 
premises by other tenants in the building. In the case of a sublease or 
occupation, the Landlord shall be under no obligation to consent thereto or 
select one of the alternatives set forth in paragraph (f) or (g) above, as 
the case may be, unless the Landlord's investigation of the nature of the 
business of the proposed sublessee or occupant or the manner in which the 
proposed sublessee or occupant will conduct such business indicates that 
there is no reason to doubt that such business will be conducted in 
conformity with the requirements of this lease and that the use of the 
premises by the proposed sublessee or occupant will not result in damage to 
or deterioration of the premises or the building, or interfere with the 
orderly conduct of their businesses and the enjoyment of their premises by 
other tenants in the building. The Landlord shall be under no obligation to 
consent to any assignment of this lease or any subletting or occupation of 
the premises to or by any person other than the Tenant unless the criteria 
set forth in this paragraph are satisfied. In the event of any assignment or 
subleasing, the Landlord will not unreasonably withhold its consent to any 
requested change in uses applicable to the premises, bearing in mind that the 
Landlord is a religious organization and, as such may consider certain uses 
inappropriate.

     (i)  If the Landlord's Subleasing Notice shall be to the effect that the 
Landlord elects that the Affected Premises be surrendered, then the Affected 
Premises shall be surrendered in accordance with clause (i) of paragraph (f) 
or (g) above, as the case may be, and any work required to be done to 
separate the Affected Premises from the remainder shall be commenced promptly 
following the Tenant's receipt of the Landlord's Subleasing Notice and 
carried on with diligence and conformity.

     (j)  No consent given by the Landlord shall be deemed to permit any act 
except the act to which it specifically refers, or to render unnecessary any 
subsequent consent, and any assignment or subletting of the premises shall 
not relieve the Tenant or any mesne assignee from any obligations, duty or 
covenant under this lease, and in all cases a violation of any of the 
covenants or

                                     -13-
<PAGE>

duties or obligations under this lease by a subtenant or assignee shall, in 
addition, be deemed to be the act of the Tenant herein. No assignment, 
transfer, mortgage, encumbrance, subletting or arrangement in respect of 
the occupancy of the premises shall create any right in the assignee, 
transferee, mortgagee, subtenant or occupant, unless the consent of the 
Landlord shall first have been obtained, and unless, if an assignment is 
involved, the transferee or assignee shall have delivered an agreement duly 
executed by the assignee shall have delivered an agreement duly executed by 
the assignee or transferee wherein the assignee or transferee assumes and 
agrees to pay or otherwise keep and perform the obligations of the Tenant in 
this lease or, if a sublease is involved wherein the sublessee agrees that 
any act or omission by the sublessee which, if performed or omitted by the 
Tenant under this lease would be a default thereunder shall also be a default 
under the provisions of the sublease. Any assignee by accepting an assignment 
shall nevertheless be conclusively deemed to have assumed this lease and all 
obligations already accrued or to accrue thereunder and further to have 
agreed to fully and duly perform all the Tenant's covenants herein contained. 
If the Tenant shall, at any time, be in default in the payment of rent after 
applicable notice, the Landlord shall have the right to collect rent from any 
assignee, undertenant or occupant, and credit the same to the account of the 
Tenant, and no such collection shall constitute a waiver of the foregoing 
covenant or the acceptance of anyone other than the Tenant, as Tenant or 
shall otherwise release, impair or otherwise affect any obligation of the 
Tenant under this lease. Immediately following the execution and delivery of 
any assignment of this lease or any subleasing of the premises or an 
agreement as to the occupancy thereof, the Tenant will furnish a duplicate of 
the instrument in question to the Landlord.

     (k)  Subject to paragraphs (j) and (l) of this Article and to continued 
compliance with Article First of this lease, the Tenant is authorized to 
sublease portions of the premises to a subsidiary corporation or corporations 
or to a corporation or other entity affiliated with the Tenant, without 
compliance with the provisions of paragraph (c) through (g) of this Article. 
A subsidiary corporation shall mean and include a corporation of which the 
Tenant owns and holds at least a majority of each class of stock which is 
authorized to vote at the time when the sublease is executed. An affiliated 
corporation shall mean and include a corporation which is owned and 
controlled by the corporation which owns and controls the Tenant by ownership 
of at least a majority of each such class of stock. Before making any 
sublease to any such subsidiary or affiliated corporation, the Tenant shall 
certify to the Landlord the manner in which such subsidiary or affiliated 
corporation is related to and controlled by the Tenant and the purposes for 
which the subleased premises will be used.

     (l)  Anything herein to the contrary notwithstanding, the Tenant may not 
assign this lease or sublet or permit the occupancy by any other party of all 
or any part of the demised premises at any time when the Tenant has not paid 
any rent and additional rent when it is payable. The Tenant shall furnish the 
Landlord with a counterpart (which may be a conformed or reproduced copy) of 
each sublease, assignment or agreement of occupancy made hereunder within ten 
(10) days after the date of its execution. Tenant shall remain fully liable 
for the performance of all of Tenant's obligations hereunder notwithstanding 
anything provided for herein, and without limiting the generality of the 
foregoing, shall remain fully responsible and liable to Landlord for all acts 
and omissions of any subtenant, assignee or occupant or anyone claiming under 
or through any such person 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. Tenant shall pay Landlord on demand any expense which 
Landlord may reasonably be required to incur in acting upon request for 
consent pursuant to this Article.

     (m)  Notwithstanding anything else in this Article, the Landlord shall 
have the right to condition its consent to any

                                     -14-
<PAGE>

proposed sublease of all or a portion of the premises on the following:

          (i)   The Tenant shall not be in default in the payment of rent or 
     the performance of any other of its obligations under this lease.


          (ii)  The Tenant shall have delivered to the Landlord a Tenant's 
     Subleasing Notice as required by Subparagraph (d) above.

          (iii) The Tenant shall have complied with the provisions of 
     paragraphs (j) and (l) of this Article.

          (iv)  The Tenant shall grant the Landlord a security interest in the 
     sublease and the rents payable thereunder and shall take all necessary 
     steps required to perfect such security interest.

          (v)   The sublease shall include a provision to the effect that if 
     the Landlord shall notify the sublessee that the Tenant is in default in 
     the payment of rent or the performance of its other obligations under this
     lease the sublessee shall, if so requested by the Landlord pay all rent and
     other amounts due under the sublease directly to the Landlord.


     (n)  At the request of the Landlord, the Tenant will furnish to the 
Landlord, within ten (10) days of receipt of a request therefor, a 
certificate executed in the name and on behalf of the Tenant, confirming 
that, except as previously consented to in writing by the Landlord or as 
otherwise specifically set forth in such certificate, the Tenant has not (i) 
used or permitted the premises or any part thereof to be used for any 
purposes other than those specified in this lease, (ii) mortgaged or 
encumbered this lease or any interest therein, (iii) assigned or transferred, 
by operation of law or otherwise, this lease or any interest therein, (iv) 
sublet or underlet the premises or any part thereof, or (v) permitted the 
premises or any part thereof to be occupied by anyone other than the Tenant 
or its officers or employees. With respect to any exception to clauses (i) 
through (v) above which the Landlord has not previously consented to in 
writing, the Landlord in its sole discretion, may either consent thereto 
(which consent may be subject to any conditions specified by the Landlord) or 
exercise the rights and remedies available to the Landlord under the terms of 
this lease.

     (o)  Notwithstanding anything to the contrary herein, provided that the 
Tenant complies with the other provisions of this Article Eighteenth, the 
Tenant shall have the right to enter into a sublease with Four Color Litho, 
Inc. relating to a portion of the premises on the 10th floor all of which 
portion shall be contiguous and the aggregate areas of such portions shall 
not exceed 3,878 sq. ft., as hatched in red on the diagram attached hereto 
and marked Exhibit "F", then in each such case, the Landlord shall not have 
the right, as provided in clause (i) of paragraph (g) of this Article, to 
require the Tenant to surrender the portion of the premises in question.

     NINETEENTH: WAIVER AND SURRENDER; REMEDIES CUMULATIVE. No consent or 
waiver of any provision hereof or acceptance of any surrender shall be 
implied from any act or forbearance by the Landlord.  No agreement purporting 
to accept a surrender of this lease, or to modify, alter, amend or waive any 
term or provision thereof, shall have any effect or validity whatever, unless 
the same shall be in writing, and executed by the Landlord and by the Tenant, 
and be duly delivered, nor shall the delivery of any keys to anyone have any 
legal effect, any rule or provision of law to the contrary notwithstanding. 
Any consent, waiver or acceptance of surrender, in writing, and properly 
executed and delivered as aforesaid, shall be limited to the special instance 
for which it is

                                     -15-
<PAGE>

given, and no superintendent or employee, other than an officer of the 
Landlord or of its managing agent, and no renting representative shall have 
any authority to accept a surrender of the premises, or to make any agreement 
or modification of this lease, or any of the terms and provisions hereof. No 
provision of any lease made by the Landlord to any other tenant of the 
building shall be taken into consideration in any manner whatever in 
determining the rights of the Tenant herein. No payment by the Tenant or 
receipt by the Landlord of a lesser amount than the monthly rent herein 
stipulated shall be deemed to be other than on account of the stipulated 
rent, nor shall any endorsement on any check, nor any letter accompanying 
any such payment of rent, be deemed an accord and satisfaction (unless an 
agreement to accept a lesser amount be signed by the Landlord), but the 
Landlord may accept such payment without prejudice to the Landlord's full 
right to recover the balance of such rent to institute summary proceedings 
therefor. The receipt by the Landlord of any rent, or additional rent or of 
any other sum of money which may be payable under this lease, or of any 
portion thereof, shall not be deemed a waiver of the right of the Landlord to 
enforce the payment of any sum of any kind previously due or which may 
thereafter become due under this lease, or of the right to forfeit this lease 
by such remedies as may be appropriate, or to terminate this lease or to 
exercise any of the rights and remedies reserved to the Landlord hereunder, 
and the failure of the Landlord to enforce any covenant or condition 
(although the Tenant shall have repeatedly or continuously broken the same 
without objection from the Landlord) shall not stop the Landlord at any time 
from taking any action with respect to such breach which may be authorized by 
this lease, or by law, or from enforcing said covenant or any other covenant 
or condition on the occasion of any subsequent breach or default. In the 
event of any continuing breach by the Tenant, the Landlord shall have the 
right of injunction. The various rights, remedies, powers and elections of 
the Landlord, as provided in this lease or created by law, are cumulative, 
and none of them shall be deemed to be exclusive of the others, or of such 
other rights, remedies, powers or elections as are now or may hereafter be 
conferred upon the Landlord by law.

     TWENTIETH: REPRESENTATIONS AS TO PREMISES, CERTIFICATE OF OCCUPANCY AND 
USE. The Tenant represents to the Landlord that the Tenant has made, or 
caused to be made, a careful inspection of the premises and that the Tenant 
has made an examination of the certificate of occupancy of the building and 
that the area and present condition of the premises are in all respects 
satisfactory to the Tenant, except (if at all) as may herein otherwise be 
expressly stated in the memorandum of repairs or decorations to be done by 
the Landlord attached to this lease, and that the Tenant has determined that 
the use of the premises, as set forth in this lease, is consistent with the 
uses permitted under the certificate of occupancy. The Tenant acknowledges 
that no representations or promises have been made by the Landlord or the 
Landlord's agents with respect to the premises or the building or the 
certificate of occupancy thereof, except as in this lease set forth. The 
statements contained in this lease regarding the use of the premises by the 
Tenant shall not be deemed a representation or warranty by the Landlord that 
such use is lawful or permitted by the certificate of occupancy of the 
building.

     TWENTY-FIRST: LIMITATIONS OF LANDLORD'S LIABILITY. (a) The Tenant shall 
make no claim upon the Landlord for abatement of rent, constructive eviction, 
rescission, or otherwise, and the Landlord shall be exempt from all 
liability, except for injuries to the Tenant's person or property which are 
due to the negligence of the Landlord, its agents, servants or employees in 
the management of the premises or the real property of which the demised 
premises are a part, for or on account of any annoyance, inconvenience, 
interference with business, or other damage, caused by: (i) any interruption, 
malfunction or curtailment of the operation of the elevator service, heating 
plant, sprinkler system, gas, water,

                                     -16-
<PAGE>


sewer or steam supply, plumbing, machinery, electric equipment or other 
appurtenances, facilities, equipment and conveniences in the building, 
whether such interruption, malfunction or curtailment be due to breakdowns, 
or repairs, or strikes or inability to obtain electricity, fuel or water due 
to any such cause or any other cause beyond the Landlord's control; (ii) any 
work of repair, alteration or replacement done by or on behalf of the 
Landlord or the Tenant, pursuant to the provisions of this lease; (iii) any 
water, rain, snow, steam, gas, electricity or other element, which may enter, 
flow from or into the premises or any part of the building, or any noise or 
vibration audible in, or transmitted to, the premises; (iv) any vermin; (v) 
any falling paint, plaster or cement; (vi) any interference with light or 
with other easements or incorporeal hereditaments; (vii) any latent defect or 
deterioration in the building or the appurtenances thereof, whether or not 
the Landlord shall have been notified of any condition allegedly causing 
same; (viii) any zoning ordinance or other acts of governmental or public 
authority now or hereafter in force; and (ix) any act or omission of any 
other occupant of the building or other person temporarily therein. The 
Tenant will not hold the Landlord liable for any loss or theft of, or damage 
to, any property in the premises done or caused by any employee, servant, or 
agent of the Landlord who is invited into the premises by the Tenant, nor for 
the loss, damage or theft of any property stored or left in the basement or 
in any other part of the building, which is not enclosed within the premises 
or of any property, left with any employee of the Landlord, notwithstanding 
such theft, loss or damage may occur through carelessness or negligence of 
the Landlord's employees; and the Tenant agrees that any employee in entering 
the premises at the invitation of the Tenant or accepting custody of property 
shall be then deemed the agent of the Tenant or other person at whose 
instance he may be acting, and not the agent of the Landlord. Employees are 
not permitted to receive or accept packages or property for account of 
Tenants. Storerooms or storage space for personal property (if provided) are 
provided gratuitously by the Landlord, and the use of same shall be at the 
Tenant's risk and the Tenant will not hold the Landlord liable for any loss 
of or damage to person or property therein or thereby. Nothing in this lease 
contained shall impose any obligation upon the Landlord with respect to any 
real property other than the building, whether said other real property be 
owned by the Landlord or otherwise, or shall in any way limited the 
Landlord's right to build upon or otherwise use said other real property in 
such manner as the Landlord may see fit. The Tenant shall make no claim upon 
the Landlord for abatement of rent, constructive eviction or rescission, and 
the Landlord shall have no liability by reason of the Landlord's failure to 
enforce the provisions of the lease to any other tenant against such other 
tenant. Nothing in the preceding sentence shall prohibit the Tenant from 
making any claim for physical damage or personal injury which results from 
the negligence of the Landlord.

          (b)  Any right and authority reserved by and granted to the 
Landlord under this lease to enter upon and make repairs in the 
premises shall not be taken as obligating the Landlord to inspect and to 
repair the premises and the Landlord hereby assumes no responsibility or 
liability for the care, inspection, maintenance, supervision, alteration or 
repair of the premises except as herein specifically provided. The Tenant 
assumes possession and control of the premises and exclusively the whole duty 
of care and repair thereof, except as herein specifically provided, and the 
duty of care, if any, owed by the Tenant to persons on the sidewalk and in 
the corridors of the building.

          TWENTY-SECOND:  INDEMNITY BY TENANT. Subject to Article 
Seventeenth, paragraph (c), The Tenant hereby indemnifies and agrees forever 
to save harmless the Landlord against any and all liabilities, penalties, 
claims, damages, expenses (including attorneys' and counsel fees) or 
judgments, arising from injury to person or property of any kind, occasioned 
wholly or in part by the Tenant's failure to perform or abide by any of the 
covenants of


                                        -17-
<PAGE>


this lease or occasioned wholly or in part by any act or acts, omission or 
omissions of the Tenant, or of the employees, customers, agents, assigns or 
under-tenants of the Tenant, or based on any matter or thing growing out of 
the Tenant's use or occupation of the premises or any part of the building.

          TWENTY-THIRD:  NOTICES. Any notice which is to be given by either 
party to the other pursuant to this lease shall be in writing and shall be 
given by registered or certified mail, return receipt requested, by deposing 
the notice, enclosed in an envelope addressed to the Landlord or Tenant at 
its address given in this lease or at the premises, in any United States Post 
Office, postage and registry or certification fees prepaid. Any notice shall 
be deemed to have been given on the second day after the date when such 
notice is deposited in the United States Post Office. All notices, under this 
lease shall be in writing.

          TWENTY-FOURTH:  INSOLVENCY. If, at any time after the execution and 
delivery of this lease, the Tenant shall be adjudicated a bankrupt, or if the 
Tenant shall make any assignment for the benefit of creditors, or attempt to 
take the benefit of any insolvency law, or if a petition or answer to 
reorganize the Tenant shall be approved by any court or judge, or if a 
petition or answer for a composition or extension shall be filed by the 
Tenant, or if a receiver or trustee shall be appointed for the Tenant's 
property, or if the Tenant's interest in this lease shall be attached or 
levied upon or shall devolve upon or pass to any party other than the Tenant 
(whether such event occurs prior to subsequent to the commencement of the 
term or Tenant's entry into possession) such event shall be conclusively 
deemed a default hereunder, and the Landlord shall have the right to 
terminate this lease in the manner hereinafter provided, as if such event were 
a breach by the Tenant of one of the covenants of this lease. In the event of 
such termination, the Tenant or any person claiming under, by or through the 
Tenant, by virtue of any statute or of an order of any court, shall not be 
entitled to possession or to remain in possession of the demised premises but 
shall forthwith quit and surrender same. Exclusive of and in addition to any 
other rights or remedies the Landlord may have through any other portion or 
provision of this lease or by virtue of any rule of law or statute, said 
Landlord may keep and retain, as liquidated damages, any rent, security, 
deposit or other moneys or consideration received by the Landlord from the 
Tenant, or others on behalf of the Tenant. Also, in the event of termination 
of this lease as aforesaid, the Landlord shall be entitled, as and for 
liquidated damages from the Tenant for breach of the unexpired term of this 
lease, to an amount equal to the difference between the rental value of the 
remainder of the term at the time of termination and the actual rent 
reserved, both discounted to present worth at the rate of six per cent (6%) 
per annum. If at any time within a reasonable period following the date of 
the termination of the lease, as aforesaid, the premises should be re-rented 
by the Landlord, the rent realized by any re-letting shall be deemed PRIMA 
FACIE to be the rental value. In the event of the occurrence of any of the 
above-mentioned events of default occasioned solely through the invocation by 
the Tenant or by third parties of the laws of the State of New York, judicial 
or statutory, as distinguished from the invocation of Federal laws relating 
to bankruptcy, reorganization, or otherwise, the Landlord, in addition to the 
foregoing, may accelerate the full amount of rent reserved for the remainder 
of the lease, and the same shall forthwith become due and payable to the 
Landlord. Nothing herein provided shall be deemed to prevent or restrict the 
Landlord from proving and receiving as liquidated damages herein the maximum 
permitted by any rule of law or statute prevailing when such damages are to 
be proved, whether they be greater or less than those referred to above.

          TWENTY-FIFTH:  REMEDIES OF THE LANDLORD ON DEFAULT, PERFORMANCE. 
(a) If the Tenant shall default in the full and due performance of any 
covenant of this lease, the Landlord shall have


                                        -18-
<PAGE>


the right, upon ten (10) days' notice to the Tenant (unless a shorter period 
of notice or provision for the performance of such work without notice is 
elsewhere established), to perform the same for the account of the Tenant, 
and in such event all workmen employed by the Landlord shall be deemed the 
agents of the Tenant, and any reasonable payment made, and expense incurred, 
by the Landlord in this connection, shall forthwith become due and payable by 
the Tenant to the Landlord. If the Landlord is compelled to incur any 
expenses, including reasonable attorneys' fees in instituting, prosecuting or 
defending any action or proceeding instituted by reason of any default of the 
Tenant hereunder, the sum or sums so paid by the Landlord with all interest, 
costs and damages shall be deemed immediately due to the Landlord upon 
demand. Any and all sums payable by the Tenant to the Landlord which are 
unpaid for ten (10) days following the due date thereafter shall bear 
interest at the rate of twelve per centum (12%) per annum from the due date 
to the date of actual payment, and any and all such sums (except the rent 
hereinabove expressly reserved) shall be deemed to be additional rent for the 
period prior to such due date, and the Landlord shall have the same remedies 
for default in the payment of such additional rent as for default in the 
payment of the rent expressly reserved.

          (b)  In the event that under the provisions of this lease the 
Landlord shall have the privilege of performing any covenant in respect of 
which the Tenant may be in default and of recovering the expenses so involved 
from the Tenant as additional rent or otherwise, such remedy shall not be the 
exclusive remedy of the Landlord but the Landlord may, at its option, treat 
such default as a breach of substantial obligation of this lease and shall 
have all the other remedies in respect thereof provided in this or any other 
Article of this lease.

          (c)  If the Tenant shall violate or default in the full and due 
performance of any covenant, provision or condition of this lease (other than 
the covenant to pay the rent or any additional rent), or if any of the events 
specified in the Article of this lease numbered Twenty-Fourth and headed 
"Insolvency" shall occur, the Landlord will give to the Tenant thirty (30) 
days' notice of such violation, default or misconduct. In the event that (i) 
the Tenant shall default in the payment of the rent or of any additional 
rent, or (ii) in the event that the Tenant, after notice thereof as above 
provided, shall fail to stop any violation or fully cure or remedy any 
default or terminate any misconduct under this lease (or in the event that 
the default is of a nature such that the steps required to cure or remedy the 
same fully cannot reasonably be completed within thirty (30) days, then if 
the Tenant shall not have commenced and have diligently and continuously 
prosecuted the steps necessary to cure or remedy such default) the Landlord 
may give to the Tenant fifteen (15) days' notice of its intention to 
terminate this lease, and, in such event, on the fifteenth day following the 
giving of such notice this lease and the term hereby granted shall terminate 
and expire as fully and completely as if that day were the date herein 
expressly fixed for the expiration of the term, and the Tenant shall 
thereupon quit and surrender the premises into the possession of the 
Landlord, but the Tenant shall nevertheless remain liable for deficiency in 
future rent and for any other defaults hereunder, as hereinafter provided. If 
the Tenant shall default in the payment of the rent, or any additional rent 
herein mentioned, or of any part of either, or if this lease shall be 
terminated by the notice last above provided for, the Landlord may 
immediately, or at any time thereafter, re-enter the premises and remove all 
persons and property therefrom, either by summary dispossess proceedings, or 
by any suitable action or proceeding at law, or by force, or otherwise, 
without being liable to indictment, prosecution or damages therefor, and 
re-possess and enjoy the premises, together with all additions, alterations, 
installations and improvements, and no entry by the Landlord shall be deemed 
an acceptance of surrender. Upon any such re-entry, the Landlord may re-let 
the premises or any part or parts thereof, and


                                        -19-
<PAGE>


for such term or terms as to the Landlord may seem wise, even though the 
same extend beyond the date herein expressly fixed for the expiration of the 
term. Any such re-letting shall, at the Landlord's option, be either for the 
Landlord's own account, or as the agent for the Tenant. If the Landlord shall 
re-let as the agent of the Tenant, the Landlord shall receive the rents and 
apply the same, first, to the payment of all expenses which the Landlord 
shall have incurred by reason of the Tenant's default and in connection with 
such re-entry and re-letting, including, but not by way of limitation, legal 
expenses, brokers' commissions, and the cost of reasonable repairs, 
redecoration and alterations, and, secondly, to the fulfillment of the 
covenants of the Tenant herein contained, and the surplus, if any, existing 
at the date herein expressly fixed for the expiration of the term, shall be 
paid to the Tenant, but the Tenant shall be entitled to no such payment until 
said date. So long as the premises, or any part thereof, shall not be re-let, 
or shall be re-let by the Landlord as the agent of the Tenant, the Tenant 
shall remain liable for the full and due performance of all the covenants of 
this lease, and the Tenant hereby agrees to pay to the Landlord, as damages 
for any default hereunder, until the date herein expressly fixed for the 
expiration of the term, the equivalent of the amount of all the rent and 
additional rent reserved herein, less the net avails of re-letting, as 
hereinbefore defined, if any, and the same shall be due and payable by the 
Tenant to the Landlord on the several rent days above specified, that is, 
upon each of the said rent days the Tenant shall pay to the Landlord the 
amount of deficiency then existing, and shall not be entitled to withhold any 
such payment until the date herein expressly fixed for the expiration of the 
term. In lieu of the foregoing, the Landlord, at its option, shall be 
entitled, as and for liquidated damages from the Tenant for breach of the 
unexpired term of this Lease, to an amount equal to the difference between 
the rental value of the remainder of the term at the time of termination and 
the actual rent reserved, both discounted to present worth at the rate of 
four percent (4%) per annum. The liability of the Tenant shall survive the 
issuance of a final order and warrant of dispossess, and re-entry by the 
Landlord, and any other termination of this lease for default of the Tenant, 
and the granting by the Landlord of a new lease of the premises to another 
tenant, and the Tenant hereby waives any defense which might be predicated 
upon any of said acts or events.

          The Tenant hereby expressly waives (i) any and all right to regain 
possession of said premises or to reinstate or redeem this lease as provided 
by the Real Property Actions & Proceedings Law (and as said law may be 
amended), or any such right which is or may be given by any other statute, 
law or decision now or hereafter in force; (ii) the service of any notice 
demanding rent or stating an intention to re-enter; or any similar right 
which is or may be given by any statute, law or decision now or hereafter in 
force; (iii) any and all rights of redemption and all other rights to regain 
possession or to reinstate this lease (in case the Tenant shall be 
dispossessed or ejected by, or pursuant to judgment, order, execution or 
warrant of any court or judge). Except as provided in Section 259-c of the 
Real Property Law with respect to an action for personal injury or property 
damage between the parties hereto, the Tenant waives and will waive all right 
to trial by jury in any summary proceedings and in any other proceeding or 
action at law hereafter instituted by the Landlord against the Tenant in 
respect of this lease, and also in any action or proceeding between the 
parties hereto for any cause; and it is hereby agreed, that in any of such 
events, the matter in dispute shall be tried before a judge without a jury. 
In the event the Landlord shall commence any action or summary proceeding for 
non-payment of rent or other breach of covenant or condition, the Tenant 
hereby agrees not to interpose any counter-claim of whatever nature or 
description in any such action or proceeding, except for any counterclaim 
which would as a matter of law, be waived, except for any counterclaim which 
would as a matter of law, be waived. The words "re-enter" and "re-entry" as 
used in this lease are not


                                        -20-
<PAGE>


restricted to their technical legal meaning.

          TWENTY-SIXTH:  SURRENDER AT EXPIRATION. Upon the expiration or any 
termination of the term of this lease, the Tenant shall quit and surrender 
the demised premises, together with any fixtures, equipment or appurtenances 
installed in the premises at the commencement of this lease, and any 
alterations, decorations, additions and improvements which are not to be 
removed in compliance with the provisions of Article Fourth hereof, to the 
Landlord, in good order and condition, ordinary wear and any unavoidable 
casualty fully covered by insurance carried by the Landlord excepted. The 
Tenant shall remove all its furnishings, trade fixtures, stock in trade and 
like personal property in accord with the requirements of Article Fourth, so 
as to leave the premises broom-clean and in an orderly condition. If the last 
day of the term of this lease falls on Sunday, this lease shall expire on the 
business day immediately preceding. The Tenant's obligation to observe and 
perform this covenant shall survive the expiration or other termination of 
the term of this lease.

          TWENTY-SEVENTH:  QUIET ENJOYMENT. The Landlord covenants that, if 
the Tenant shall duly keep and perform all the terms and conditions hereof, 
the Tenant shall peaceably and quietly have, hold and enjoy the premises for 
the term aforesaid, subject, however, to ground leases, underlying leases and 
mortgages as hereinbefore described, and to the lien, rights and estate by 
virtue of unpaid taxes of any government having jurisdiction of the premises 
of which the herein demised premises are a part. If the Landlord shall 
hereafter sell, exchange or lease the entire building or the land and 
building wherein the premises are located, subject to this lease, or, being 
the lessee thereof, shall assign its lease, the grantee, lessee, or assignee 
thereof, as the case may be, shall, without further agreement by any party, 
be conclusively deemed to be the Landlord of this lease and to have assumed 
and undertaken to carry out all of the obligations hereof on the part of the 
Landlord to be performed, and the Tenant does hereby release the above-named 
Landlord from any claim or liability arising or accruing hereunder subsequent 
to such transfer of ownership or possession, for breach of the covenant of 
quiet enjoyment, or otherwise to the extent that such liabilities have been 
assumed in writing by the new Landlord.

          TWENTY-EIGHT:  TENANT'S DEPOSIT.  (a)  The Tenant has deposited 
with the Landlord the sum of $298,562.89 (of which an aggregate of $51,635.93 
is on hand as security deposits for Tenant's and Express Reprographics, 
Inc.'s existing leases), to secure the faithful performance by the Tenant of 
all the terms, conditions, covenants and agreements of this lease, and to 
make good to the Landlord any damage which it may sustain by reason of any 
act or omission of the Tenant. The Landlord agrees that, provided that, on 
November 1, 1998, the Tenant is not in default in the payment of fixed rent, 
additional rent or any other amount due under this lease, the Landlord will 
reduce the security deposit by $99,520.96. The Landlord shall segregate the 
said security deposit as a trust fund not to be mingled with other funds of 
the Landlord, and if, during the term of this lease, the Landlord shall sell, 
exchange or lease the entire building, subject to this lease, or, being the 
lessee thereof, shall assign its lease, the Landlord shall have the right to 
pay or transfer the said deposit to such grantee, lessee, or assignee, as the 
case may be, pursuant to written assignment as provided in Article 
Twenty-Fifth, and, in such event, the Landlord shall be released from all 
responsibility and liability in connection therewith, and the Tenant will 
look solely to said grantee, lessee, or assignee for its return. The 
aforesaid security deposit shall be deposited with a bank or trust company, 
savings bank or savings and loan association, and the Landlord shall advise 
the Tenant of the name and address thereof and such shall be deposited in an 
interest-bearing account. The Tenant shall be entitled to the payment of any 
interest earned upon such deposit less the amount equal to 1% per annum of 
the deposit,


                                        -21-




<PAGE>

to which the Landlord shall be entitled as administration expense, shall be 
added to the amount of the deposit. The Tenant's interest in said deposit 
shall not be assigned or encumbered without the written consent of the 
Landlord, and within thirty (30) days after the expiration of the term, the 
amount of said deposit shall be repaid to the Tenant, less any proper charges 
against the same, as hereinabove or hereinafter provided. If the Tenant shall 
at any time be in default with respect to any payment of rent or of 
additional rent or of any other payment due from the Tenant to the Landlord 
under this lease beyond any applicable notice and grace period the Landlord 
may, at its option, apply such portion of said deposit as may be adequate to 
cure such default, including, but not by way of limitation, interest, costs, 
fees and other expenses, paid or incurred by the Landlord, as permitted under 
the terms of this lease, and thereafter such portion so applied shall be free 
from any claim by the Tenant for its return. If the Landlord shall re-enter, 
pursuant to the provisions of this lease (other than in the event of 
insolvency in which event the provisions of Article Twenty-Fourth of the 
lease shall apply), and shall re-let the premises for its own account, the 
entire said deposit shall immediately be and become the absolute property of 
the Landlord, as fixed, liquidated and agreed damages, and not as a penalty, 
it being impossible in such event to ascertain the exact amount of the damage 
which the Landlord may thus sustain, but unless the Landlord shall so re-let 
the premises for its own account, the Landlord shall continue to hold the 
said deposit, as security for the performance of the Tenant's obligations, 
until the date herein expressly fixed for the expiration of the term, and 
apply the same from time to time to the unpaid obligations of the Tenant, 
under the same terms and conditions as if the said lease were still in full 
force and effect. No termination of this lease or re-entry by the Landlord 
for default of the Tenant shall entitle the Tenant to the return of any part 
of said deposit, nor shall the retention of such deposit, after such 
re-entry, impair or otherwise affect the Tenant's liability to the Landlord 
during the balance of the term originally provided for. If, at any time, the 
said deposit shall be diminished, by reason of the Landlord's having applied 
any part thereof in accordance with the provisions of this paragraph, the 
Tenant shall pay over to the Landlord upon demand, the equivalent of such 
decrease, to be added to said deposit and to be held and applied in 
accordance with the provisions of this paragraph.

     (b)  In lieu of delivering cash as the Deposit, the Tenant may deliver 
to Landlord an unconditional, irrevocable, letter of credit (such letter of 
credit or any extension or replacement thereof, being hereinafter referred to 
as the "Letter of Credit") issued by a New York Clearing House bank, in 
substance satisfactory to the Landlord, which Letter of Credit is to be held 
by Landlord in accordance with the terms described in paragraph (a) above. In 
the event that the Landlord receives notice from the Bank or Tenant that the 
Letter of Credit is not being renewed or in the event that Tenant has not 
delivered a replacement Deposit or a similar Letter of Credit to Landlord by 
thirty (30) days before the expiration of the Letter of Credit, then Landlord 
shall be entitled to present the Letter of Credit for immediate payment of 
the then potential amount available pursuant to the Letter of Credit, and 
such amount of the Letter of Credit shall become the Deposit hereunder and 
shall be held, applied and returned by Landlord in accordance with the terms 
provided by the Lease for the holding, application and return of the Deposit. 
If the Letter of Credit is not being renewed but Tenant does deliver a 
replacement Deposit or a similar Letter of Credit by thirty (30) days before 
expiration of the Letter of Credit, then Landlord shall not thereafter be 
entitled to present the expiring Letter of Credit for payment of any amounts.

     (c)  At Tenant's request, any cash or cash equivalent held by Landlord 
as part of the security deposit, which is in excess of that required to be 
held by Landlord pursuant to paragraph (a) which has not been or is not in 
the process of being

                                     -22-
<PAGE>

applied pursuant to the provisions of paragraph (a) of this Article, shall be 
returned promptly to Tenant. If Landlord is holding a Letter of Credit as 
part of the security deposit and provided Landlord has not presented for 
payment such Letter of Credit, upon delivery of a substitute Letter of Credit 
in the appropriate amount and which otherwise satisfies the requirements of 
paragraph (b) of this Article, the Landlord shall deliver to Tenant the 
Letter of Credit being replaced.

     TWENTY-NINTH: ELEVATORS, HEAT. (a) Except on Saturdays and Sundays, and 
on holidays recognized as legal holidays by State or Federal Government, the 
Landlord shall furnish, between the hours of eight a.m. and six p.m., 
elevator service with the elevators now in the building, and sufficient heat 
during the cold season to heat the premises. The Landlord shall have one 
automatic elevator in service and available for the Tenant's use at all other 
times. The Landlord may suspend such automatic passenger service, if it 
should become necessary or proper so to do, at any time only if use thereof 
is unsafe or necessary repairs must be completed. The Landlord shall restore 
such service within a reasonable time, making due allowance for labor 
troubles, acts of God, or any cause beyond the Landlord's control.

     (b)  The Landlord shall be entitled to refuse to furnish passenger or 
freight elevator service in connection with any sale at auction of the 
Tenant's fixtures, machinery, stock in trade and other property or a sale in 
any other manner of all or substantially all of such property unless the 
Landlord shall have been given not less than two (2) days' notice of the 
intention to hold the auction or other sale and unless the Landlord shall be 
given an undertaking by a person, firm or corporation of satisfactory 
financial resources wherein the Landlord shall be indemnified against (i) all 
reasonable expense incurred by the Landlord in connection with the removal by 
purchasers of any property sold to them at the auction or other sale, (ii) 
all reasonable expense for removal or storage of any property sold at the 
auction or other sale which is not removed by the purchaser within two (2) 
days following the later to occur of the termination of the lease or the date 
of such sale, and (iii) all reasonable expenses which the Landlord may incur 
after the termination of the lease for the removal of property not sold and 
waste and rubbish from the premises.

     (c)  In addition to the elevator service described in this Article 
Twenty-Ninth, the Landlord will maintain in service and available for the use 
of the Tenant, one passenger elevator at all times on all days of the week, 
including Saturdays, Sundays and legal holidays. In the event that the Tenant 
requires freight elevator service on Saturdays, Sundays, federal and state 
holidays and all holidays recognized by the unions representing Landlord's 
building personnel or during hours in addition to those prescribed under this 
Article Twenty-Ninth, the Landlord will furnish the additional elevator 
service upon notice of the Tenant's need there for. Such notice may be 
written or oral and shall be given as long a time as practicable prior to the 
time when the additional freight elevator service is required. The Tenant 
will pay for any additional freight elevator service furnished after the 
hours prescribed in this Article Twenty-Ninth at the prevailing rate per hour 
as established from time-to-time by the Landlord for such service at the 
building or in the buildings of the Landlord, generally, for each hour during 
which the additional service is supplied (currently $41.50 per hour).

     (d)  In the event that the Tenant requires heat either after 6:00 p.m. 
on a weekday, or on any Saturday, Sunday or holiday recognized by the union 
represented the porters employed at the building, the Landlord will furnish 
such additional heat as requested by the Tenant in a written request 
delivered to the Building Manager no later than 4:00 p.m. on the date on 
which after hours heat is requested or on the day preceding the Saturday,

                                     -23-
<PAGE>

Sunday or holiday in question. The Tenant will pay for any such additional 
heat and the charge shall be an amount equal to the product obtained by 
multiplying (x) the Landlord's good faith estimate of the number of gallons 
of fuel oil consumed to provide such overtime heat by (y) the price per 
gallon paid by the Landlord for its most recent purchase of fuel oil at the 
building. There shall be no additional labor charge for Landlord's employees 
required to provide such heat.

     (e)  All charges for additional freight elevator service and heat shall 
be payable when billed and in the event of default of payment therefor, the 
Landlord may refuse further service and the amount unpaid shall be deemed 
additional rent for which the Landlord shall have all the remedies for 
collection herein specified with respect to rent. The failure on the part of 
the Landlord to furnish such additional elevator service or heat, if due to 
breakdowns, repairs, maintenance, strikes, or other causes beyond the control 
of the Landlord, shall involve no liability on the part of the Landlord nor 
shall it constitute an eviction.

     (f)  The Tenant shall for a period of ninety (90) days after receipt of 
any invoice for any change pursuant to this Article. have the right to 
inspect the records and books of the Landlord insofar as they relate to the 
calculation of such change.

     THIRTIETH: WATER AND SEWER RENTS. (a) The Tenant shall pay for all hot 
and cold water used on the premises and the Tenant's proportionate share of 
the cost of regular water used for lavatory purposes in any lavatories used 
by Tenant in common with other tenants at the Landlord's cost, without a 
profit. In the event that the Tenant shall use water for any industrial 
purpose or any purpose other than usual lavatory purposes, the Tenant shall, 
at its own expense, install a meter or meters for the measurement of the 
quantity of water thus consumed and keep the same in good working order. With 
respect to water used for lavatory purposes, whether on the premises or in 
lavatories used by the Tenant in common with other tenants, if the quantity 
of water so used is measured by a meter which measures the consumption of 
water by other tenants, the Tenant shall pay its proportionate share of all 
water so consumed. Such proportionate part shall be fixed in accord with the 
number of persons occupying the premises and the number of persons occupying 
all premises using water which is measured by such meter. In the event that 
there shall be a separate meter which measures the use of water by the Tenant 
for lavatory purposes, the Tenant will pay for the water so shown to have 
been used and the cost of maintenance of such meter. All payments for water 
shall be due when billed to the Tenant. The Landlord is not under obligation 
to supply hot water and, if hot water is supplied, the Landlord may at any 
time without notice discontinue such supply (except for hot water for the 
lavatories which shall not be discontinued) without constituting an eviction 
or without incurring any liability or disability therefor.

     (b)  The Tenant shall pay its proportionate share of the New York City 
sewer rents apportioned to the Tenant's consumption of water at the premises. 
The apportionment of the sewer rent to the premises shall be made in accord 
with the measurement or apportionment of water consumed at the premises as in 
this lease hereinbefore provided. The sewer rents shall be billed with the 
water charges and the Landlord shall have the same remedies for the 
collection thereof provided in the case of charges for water.

     THIRTY-FIRST: SPRINKLER MAINTENANCE. The Tenant shall pay to the 
Landlord the Tenant's proportionate share of the cost of regular maintenance, 
operation and rental of the automatic fire alarm supervisory service and 
manual alarm and sprinkler system now installed in the building and the 
premises (currently estimated to be $1,171 per annum). The Tenant's 
proportionate share of such cost shall be the fraction of the annual 
expenditures of the Landlord for such purposes, of which the numerator is the 
rentable

                                     -24-
<PAGE>

     THIRTY-SEVENTH: (a) REAL ESTATE AND CPI ESCALATION. In order (i) to 
adjust, during the term of this lease, for increases in the expenses of the 
Landlord for Real Estate Taxes, the Tenant shall pay to the Landlord, as 
additional rent, the Tenant's Proportionate Share of any increases in such 
Real Estate Taxes, and (ii) to adjust for increases in other operating 
expenses of the Landlord, the Tenant shall pay to the Landlord, as additional 
rent, the CPI Adjustments for Increases in Other Operating Expenses, namely 
the amount by which the Base Rent Allocated to Other Operating Expenses is 
increased by application to the Base Rent Allocated to Other Operating 
Expenses of increases in the Index over the Base Index, all as computed as 
set forth below in this Article; PROVIDED, HOWEVER,  that the increases in 
the CPI Adjustment for Increases in Other Operating Expenses shall not, on 
average (computed on an annual basis), exceed an amount equal to 4% per annum 
multiplied by the then applicable fixed rent set forth on the first page of 
this lease. Capitalized words or expressions used above are defined in 
subparagraph (b) below.

     (b)  DEFINITIONS. As used in this Article the following capitalized 
words or expressions shall have the meanings ascribed to them below:

          1.   "Real Estate Taxes" shall mean and include the expenditures of 
     the Landlord for taxes or assessments payable by the Landlord upon 
     or with respect to the building and the land upon which it is located, 
     imposed by Federal, State and local government (plus all expenditures 
     for fees and expenses incurred in the course of obtaining a reduction 
     in any tentative assessed valuation), and all taxes imposed by any such 
     authority relating to the maintenance and operation of the building, 
     but shall not include income, franchise, inheritance or capital stock 
     taxes.

          2.   "Base Rent Allocated to Other Operating Expenses" shall mean 
     an amount equal to 75% of the fixed annual rent prescribed on page 1 of 
     this lease, as such rent may be payable from time to time.

          3.   "Increases in Real Estate Taxes" shall mean the amount by 
     which Real Estate Taxes in any Subsequent Year exceed Real Estate Taxes 
     for the Base Year.

          4.   "CPI Adjustment for Increases in Other Operating Expenses" 
     shall mean the amount obtained by multiplying the Base Rent Allocated 
     to Other Operating Expenses by the percentage by which the Index, as 
     last published on the date next prior to the Computation Date and the 
     Index as last published on the date next prior to each anniversary date 
     of the Computation Date, shall exceed the Base Index; PROVIDED, 
     HOWEVER, that the increases in the CPI Adjustment for Increases in 
     Other Operating Expenses shall not, on average (computed on an annual 
     basis), exceed an amount equal to 4% per annum multiplied by the then 
     applicable fixed rent set forth on the first page of this lease.

          5.   "Index" shall mean the "Consumer Price Index for All Urban 
     Consumers" "(1982-84 = 100)" specified for "All Items," relating to New 
     York City and published by the Bureau of Labor Statistics of the United 
     States Department of Labor. In the event the Index shall hereafter be 
     converted to a different standard reference base or otherwise revised, 
     the determination of the CPI Adjustment for Increases in Other 
     Operating Expenses shall be made on the basis of such conversion 
     factor, formula or table for converting the Index as may be published 
     by the Bureau of Labor Statistics, or, if said Bureau shall not publish 
     the same, then with the use of such conversion factor, formula or table 
     as may be published by Prentice-Hall, Inc., or, failing such 
     publication, by any other nationally recognized publisher of similar 
     statistical

                                     -26-
<PAGE>

     information. In the event either Index shall cease to be published, 
     then, for the purposes of this Article, there shall be substituted for 
     the Index such other index as Landlord and Tenant shall agree upon, 
     and, if they are unable within ninety (90) days after the Index ceases 
     to be published, such matter shall be determined in New York City by 
     arbitration in accordance with the Rules of the American Arbitration 
     Association.

          6.   "Base Index" shall mean the Index as last published prior to 
     October 1, 1994.

          7.   "CPI Comparative Statement" shall mean a statement, in 
     writing, signed by the Landlord, or, on its behalf, by an officer of 
     any corporation acting as its managing agent, showing (i) a comparison 
     of (a) Real Estate Taxes for the Base Year with (b) Projected Real 
     Estate Taxes for a Subsequent Year (which shall be the same calendar 
     year as the year of the Computation Date used in such CPI Comparative 
     Statement), (ii) the Base Rent Allocated to Other Operating Expenses 
     and the CPI Adjustment for Increases in Other Adjustment for Increases in 
     Other Operating Expenses for such Subsequent Year, and (iii) if the Tenant 
     paid additional rent pursuant to this Article with respect to the 
     immediately preceding Subsequent Year, any adjustment necessitated by a 
     variance between the Projected Real Estate Taxes for such Subsequent Year 
     (as shown in the last previous CPI Comparative Statement) and the actual 
     Real Estate Taxes for such Subsequent Year (as shown in the current CPI 
     Comparative Statement).

          8.   "Base Year" shall mean the 12 month period commencing July 1, 
     1995 and ending June 30, 1996.

          9.   "Subsequent Year" shall mean any calendar year following the 
     Base Year, falling wholly or partly within the term of the Tenant under 
     this lease and the calendar year following the year in which the term 
     of this lease terminates.

          10.  "Computation Date" shall mean the first day of October, 1995, 
     and, in Subsequent Years, its anniversary date.

          11.  "Projected Real Estate Taxes" shall mean the Landlord's 
     estimate (which in any event must be reasonable in the light of past 
     experience) of Real Estate Taxes for a particular Subsequent Year.

          12.  "Tenant's Proportionate Share" shall mean a fraction, of 
     which the numerator shall be the number of Rentable Square Feet of Area 
     of the premises occupied by the Tenant and the denominator shall be 90% 
     of the total number of Rentable Square Feet of Area in the entire 
     building.

          13.  "Rentable Square Feet of Area" shall mean, as to basement and 
     ground floor space, the number of net square feet of the area thereof 
     and, as to all floors above the ground floor, shall mean the number of 
     gross square feet of the area thereof.

     (c)  STATEMENTS FOR THE TENANT. On or before November 1, 1995, and on or 
before that day in each Subsequent Year, the Landlord will furnish a CPI 
Comparative Statement to the Tenant. The failure of the Landlord to furnish a 
CPI Comparative Statement shall be without prejudice to the right of the 
Landlord to furnish a CPI Comparative Statement until December 31 of each 
subsequent year.

     Every CPI Comparative Statement furnished by the Landlord pursuant to 
this Article shall be conclusive and binding upon the Tenant unless (i) 
within sixty (60) days after the receipt of such CPI Comparative Statement 
Tenant shall notify Landlord that it

                                     -27-

   
<PAGE>
payable on account of any CPI Adjustment for Increases in Other Operating 
Expenses, and that no decrease om the amount of the CPI Adjustment for 
Increases in Other Operating Expenses shall in any way reduce any additional 
rent payable on account of any Increase in Real Estate Taxes.

         (g) REAL ESTATE TAX REFUNDS. The Tenant's Proportionate Share of any 
rebates, refunds, or abatements of Real Estate Taxes received by Landlord 
subsequent to payment of taxes by Tenant shall, after the deduction of all 
costs and expenses incurred in connection therewith, be refunded to the 
Tenant on a pro rata basis within ten (10) days of receipt thereof by 
Landlord. Any such rebate, refund of abatement realized by Landlord prior to 
payment by Tenant shall result in an immediate reduction in Tenant's pro rata 
share of Real Estate Taxes then due to Landlord.

         THIRTY-EIGHTH: ARRANGEMENTS WITH RESPECT TO THE ELEVENTH FLOOR. (a) 
Under the terms of this lease the Landlord is obligated to the lease the 
entire eleventh floor to the Tenant. However, as of the date of the execution 
of this lease, only the portion of the eleventh floor indicated in Exhibit 
"G" hereto is vacant (the "Vacant 11th Floor Space"); the balance of the 
eleventh floor (the "Occupied 11th Floor Space") is leased to three tenants 
pursuant to leases which expire after November 1, 1994, (the date of the 
commencement of the term of this lease). With respect to the Vacant 11th 
Floor Space, the Tenant is granted the privilege of occupying such space free 
of rent, commencing on the date of execution of this lease and ending on 
October 31, 1994, all subject to the terms and conditions set forth in 
Article Thirty-Ninth of this lease. With respect to the Occupied 11th Floor 
Space the Tenant is granted the privilege of occupying such space free of 
rent, commencing seven (7) days after the Landlord has obtained possession of 
such space and ending on October 31, 1994, all subject to the terms and 
conditions set forth in Article Thirty-Ninth of this lease.

         (b) The Landlord agrees that, on or before October 31, 1994, the 
Landlord shall have entered into agreements ("Surrender Agreements") with 
each of the current three tenants leasing portions of the Occupied 11th Floor 
Space providing for the lease relating to the Occupied 11th Floor Space 
leased by such tenant to be terminated on or before March 31, 1995 and for 
each such tenant to surrender to the Landlord no later than that date the 
portion of the Occupied 11th Floor Space leased by such Tenant.

         (c) In the event that the Landlord has not notified the Tenant by 
November 1, 1994 that it has entered into agreements with the three tenants 
leasing portions of the Occupied 11th Floor Space contemplated by paragraph 
(b) above, the Tenant shall have the right by written notice delivered to the 
Landlord on or before November 8, 1994 to terminate this lease, in which case 
provided that the Tenant has paid all amounts due under this lease through 
October 31, 1994, (i) this lease shall be deemed terminated as of November 1, 
1994, (ii) the Conditionally Terminated Prior Tenant Leases and the 
Conditionally Terminated Reprographics Lease (both, as defined in Article 
Forty-First of this lease) shall be automatically reinstated and shall be in 
full force and effect, as of November 1, 1994 and (iii) the Tenant shall 
immediately surrender to the Landlord any premises leased hereunder but not 
leased by the Tenant pursuant to the Conditionally Terminated Prior Tenant 
Leases. In the event that the Tenant does not terminate this lease on or 
before November 8, 1994,as permitted by this paragraph (c), then the Tenant 
shall have no further right to terminate this lease by reason of the failure 
of the Landlord to lease to the Tenant any portion of the Occupied 11th Floor 
Space leased to any current tenant of such space which did not execute a 
Surrender Agreement (the "Unterminated 11th Floor Space"); and the Landlord 
and the Tenant shall promptly execute an amendment to this lease (i) to 
reflect that the premises on the 11th floor to be leased pursuant to this 
lease do not include the Unterminated 11th Floor Space and

                                     -29-
<PAGE>

(ii) to reduce the fixed rent payable pursuant to this to reflect that the
Unterminated 11th Floor Spaces not being leased hereunder.

         (d) In the event that the Landlord has not, by July 1, 1995, 
tendered to the Tenant for occupancy pursuant to this lease all of the 
Occupied 11th Floor Space (other than the Unterminated 11th Floor Space), the 
Tenant shall have the right by written notice delivered to the Landlord on or 
before July 8, 1995 to terminate this lease, in which case provided that the 
Tenant has paid all amounts due under this lease through June 30, 1995, (i) this
lease shall be deemed terminated as of July 1, 1995, (ii) the Conditionally 
Terminated Prior Tenant Leases and the Conditionally Terminated Reprographics 
Lease (both, as defined in Article Forty-First of this lease) shall be 
automatically reinstated and shall be in full force and effect, as of July 1, 
1995, and (iii) the Tenant shall immediately surrender to the Landlord any 
premises leased hereunder but not leased by the Tenant pursuant to the 
Conditionally Terminated Prior Tenant Leases. In the event that the Tenant 
does not terminate this lease on or before July 8, 1995, as permitted by this 
paragraph (d), then the Tenant shall have no further right to terminate this 
lease by reason of the failure of the Landlord to lease to the Tenant any 
portion of the Occupied 11th Floor Space leased to any current tenant of such 
space which is not surrendered by such current tenant by June 30, 1995; and 
the Landlord and the Tenant shall promptly execute an amendment to this 
lease (i) to reflect that the premises on the 11th floor be leased pursuant 
to this lease do not include any such unsurrendered space and (ii) to reduce 
the fixed rent payable pursuant to this to reflect that such unsurrendered 
space is not being leased hereunder.

         THIRTY-NINTH: ELEVENTH FLOOR FREE RENT. (a) With respect to the 
Vacant 11th Floor Space, the Tenant is hereby granted the privilege of 
occupying such space subject to all of the terms, covenants and conditions of 
this lease, including but not limited to, the payment of any service charges 
for electric current, water, sprinkler maintenance and any overtime elevator 
or heat service and to the payment of any additional rent payable pursuant to 
the provisions of paragraph Thirty-Seventh of this lease but not otherwise 
free of the payment of fixed rent, net of (i) the amortization of certain 
amounts and (ii) the effect of the free-rent period provided in Article 
Thirty-Eighth hereof (which net free rent with respect to the Vacant 11th 
Floor accrues, after November 1, 1994, at the rate of $19,338.48 per month) 
during the following periods:

         (i) during the period beginning with the tender of possession of the 
     premises by the Landlord to the Tenant at any time prior to the 
     commencement of the term of this lease and ending on October 31, 1994 the
     date prior to the commencement of the term;

        (ii) during the period of the term of this lease commencing on 
     November 1, 1994 and ending on April 30, 1995; and

       (iii) during the period of the term of this lease commencing on 
     November 1, 1995 and ending on April 30, 1996.

         (b) With respect to any portion of the Occupied 11th Floor Space, 
the Tenant is hereby granted the privilege of occupying such space subject 
to all of the terms, covenants and conditions of this lease, including but 
not limited to, the payment of any service charges for electric current, 
water, sprinkler maintenance and any overtime elevator or heat service and to 
the payment of any additional rent payable pursuant to the provisions of 
paragraph Thirty-Seventh of this lease but otherwise free of the payment of 
fixed rent net of (i) the amortization of certain amounts and (ii) the effect 
of the free-rent period provided in Article Thirty-Eighth hereof (which net 
free rent with respect to the Occupied 11th Floor Space accrues, after 
November 1, 1994, at the rate of $4,286.52 per month) during the following 
periods:

                                     -30-
<PAGE>

     (xx) if such portion of the Occupied 11th Floor Space is tendered by 
          Landlord to the Tenant for possession prior to August 1, 1994, then 
          the periods during which fixed rent is not payable with respect to 
          such portion shall be the periods specified in clauses (i), (ii) and 
          (iii) of paragraph (a) above;

     (yy) if such portion of the Occupied 11th Floor Space is tendered by 
          Landlord to the Tenant for possession on or after August 1, 1994 and
          prior to November 1, 1994, then the periods during which fixed rent is
          not payable with respect to such portion shall be as follows:

         (i) during the period beginning of the date of tender of possession of 
     such portion of the Occupied 11th Floor Space and ending on October 31, 
     1994 (the "Pre-Commencement Date Free Rent Period");

        (ii) during the period of the term of this lease commencing on 
     November 1, 1994 and ending on April 30, 1995; and

       (iii) during the period of the term of this lease commencing on 
     May 1, 1995 and continuing that number of days which is equal to (aa) 90 
     minus (bb) the number of days in the Pre-Commencement Date Free Rent 
     Period; and 

        (iv) during the period specified in clause (iii) of paragraph (a) 
     above;

     (zz) If such portion of the Occupied 11th Floor Space  is tendered by 
          Landlord to the Tenant for possession after November 1, 1994, then 
          the periods during which fixed rent is not payable with respect to 
          such portion shall be as follows:

         (i) during the period of the term of this lease commencing on the 
     date of the tender of possession of such portion of the Occupied 11th 
     Floor Space and ending 270 days after such date of tender; and

        (ii) during the period of the term of this lease referred to in 
     clause (iii) of paragraph (a) above.

         (c) With respect to all of the premises leased pursuant to this 
lease, the Tenant is hereby granted the privilege of occupying such premises 
subject to all of the terms, covenants and conditions of this lease, 
including but not limited to, the payment of any service charges for electric 
current, water, sprinkler maintenance and any overtime elevator or heat 
service and to the payment of any additional rent payable pursuant to the 
provisions of Paragraph Thirty-Seventh of this lease but otherwise free of 
the payment of fixed rent (i) during the period commencing January 1, 2001 
and ending March 31, 2001 and (ii) during the period commencing January 1, 
2009 and ending March 31, 2009.

         (d) The right to occupy the premises free of rent during the periods 
set forth in paragraphs (a), (b) and (c) of this Article First shall be 
subject to the condition that the Tenant shall not default in the payment of 
any other fixed rent, of any additional rent or any other charge due under 
this lease or in the performance of the other terms, covenants and conditions 
thereof beyond any applicable notice and grace periods if any. In the event 
of any such default, then fixed rent shall be payable during the period in 
which the Tenant would otherwise be entitled to the use of the premises free 
of fixed annual rent. Any such payment shall be paid within ten (10) days 
following demand and shall constitute additional rent under this lease.

          FORTIETH: [Intentionally Omitted]

                                     -31-
<PAGE>

         FORTY-FIRST: CONDITIONAL TERMINATION OF EXISTING LEASES. (a) 
Effective at noon on November 1, 1994, the leases listed below (the 
"Conditionally Terminated Prior Leases") between the Landlord and the Tenant 
shall be modified so that the term of the Tenant in the premises leased 
under the Prior Tenant Leases shall, on a conditional basis and subject to 
being reinstated as set forth in paragraph (c) below, terminate and come to 
an end, as if said date were the date originally specified for the expiration 
of the term thereof:

         (i) Lease dated as of December 15, 1986 between the Landlord and the 
     Tenant, as amended by the Agreement dated as of October 10, 1987 and the 
     Agreement dated as of April 19, 1990;

        (ii) Lease dated as of September 12, 1985 between the Landlord and 
     Baron Dapoigny Inc., ("BDl"), assigned by BDI to the Tenant pursuant to 
     the Assignment of Lease dated as of July 1, 1991, as extended by the 
     letter agreement dated as of November 11, 1992; and

      (iii) Letter agreement between the Landlord and the Tenant, pursuant to 
     which the Tenant leased premises on the 11th floor of the building on a 
     month-to-month basis.

        (b) Effective at noon on November 1, 1994, the lease dated as 
December 15, 1986 between the Landlord and CPC Reprographics, Inc. (formerly 
Express Reprographics, Inc.), as amended by the Agreement dated as of 
September 7, 1989 (the "Conditionally Terminated Reprographics Lease"), which 
relates to premises on the 10th floor of the building, shall be modified so 
that the term of the Tenant in the premises leased under such lease shall, on 
a conditional basis and subject to being reinstated as set forth in paragraph 
(c) below, terminate and come to an end, as if said date were the date 
originally specified for the expiration of the term thereof.

         (c) In the event that, in accordance with the terms and conditions 
of Article Thirty-Eight of this lease, the Tenant elects to terminate this 
lease as of November 1, 1994 or June 1, 1995, then such election, without any 
further action by the Landlord or the Tenant, the Conditionally Terminated 
Prior Leases and the Conditionally Terminated Reprographics Lease, shall 
automatically be reinstated and shall be and remain in full force and effect, 
effective as of the date on which this lease is terminated.

         FORTY-SECOND: TENANT'S USE OF ELEVATOR. (a) During the hours of 
12:00 midnight to 6:00 a.m. and from 6:00 p.m. to 12:00 midnight on each 
weekday and from 12:00 midnight to 12:00 midnight on Saturday and Sunday and 
on each holiday recognized by the union representing the porters employed at 
the building, the Tenant shall have the exclusive use, and shall take 
complete charge of, the automatic passenger elevator marked in red on the 
floor plan annexed to this lease designated as Exhibit "H", (the "Overtime 
Passenger Elevator"), solely for use transporting passengers. The Tenant 
understands that the Overtime Passenger Elevator will not service the 
Tenant's basement or 3rd floor premises.

         (b) The Tenant shall have the exclusive use, and shall take complete 
charge of, the manually operated freight elevator marked in red on the floor 
plan annexed to this lease designated as Exhibit "I", (the "Exclusive Freight 
Elevator"), solely for use transporting of freight. (The "Overtime Passenger 
Elevator and the Exclusive Freight Elevator are hereinafter collectively 
referred to as the "Private Elevators".) The Tenant agrees that the Exclusive 
Freight Elevator shall only be operated by certain designated employees of 
the Tenant, all of whom shall be fully qualified as elevator operators, 
designated in a written notice to the Landlord, and reasonably acceptable to 
the Landlord.

                                     -32-
<PAGE>

         (c) The Landlord shall modify the control panel of the Overtime 
Passenger Elevator so that during the hours specified in paragraph (a) above, 
it will service only the 1st, 8th, 10th, 11th and 12th floors of the 
building. The Landlord shall maintain the Private Elevators, at its own cost 
and expense, except that the Tenant shall bear all costs and expenses of 
repairs or non-routine maintenance which, in the judgment of the Landlord, 
results from the negligence or misuse in the operation of the Private 
Elevators by the Tenant or any employee or agent of the Tenant.

         (d) In the event that the operation of the Exclusive Freight 
Elevator by the Tenant shall be the occasion of labor troubles or threat of 
labor troubles involving the other building or other tenants' premises (of 
which the Landlord shall be the judge) the Landlord may notify the Tenant of 
such fact and if the Tenant shall wish to continue the exclusive use of the 
Exclusive Freight Elevator, the Landlord may cause the Exclusive Freight 
Elevator to be operated by its own employees, in which case the Tenant will 
pay to the Landlord the cost of the operators in monthly installments as 
additional rent.

         (e) The Tenant agrees to indemnify and hold harmless the Landlord 
from any and all liabilities, obligations, losses, claims, suits or actions 
resulting from or arising out of the use and operation of the Private 
Elevators by the Tenant or its employees or agents. The Tenant agrees to 
provide and keep in full force and effect liability insurance written by 
insurance companies approved by the Landlord naming the Tenant and the 
Landlord as insured thereunder which shall be in the amount of at least 
$3,000,000 for claims arising from personal injury from any one casualty or 
accident involving either the Private Elevators and for at least $1,000,000 
for property damage arising from any one casualty or accident involving 
either the Private Elevators.

         FORTY-THIRD: TENANT'S INSTALLATION OF AIR CONDITIONING EQUIPMENT. 
(a) The Landlord confirms its agreement in principle to permit the Tenant, at 
its cost and expense, to install air conditioning equipment in the area in 
the northwest corner of the roof of the building indicated by the hatching in 
Exhibit "J" hereto for the purpose of air conditioning and premises leased by 
the Tenant pursuant to this lease. Final approval of the installation of such 
air conditioning equipment shall be subject to the following conditions:

         (i) The size and type of such air conditioning equipment and its 
     exact location on the roof, as well as the location of any related ducts,
     shall be subject to the Landlord's prior approval;

        (ii) Prior to the installation of the air conditioning equipment and 
     any related ducts, the Tenant will furnish the Landlord with plans and 
     specifications as contemplated by Article Fourth of this lease and, if 
     the Landlord so requests, a report of a certified engineer with respect 
     to the ability of the roof to support the weight of the air conditioning 
     equipment;

         (b) The Tenant shall comply with the requirements of such Article 
Fourth in connection with the installation of the air conditioning equipment 
and any related duct work.

         (c) The Tenant shall bear all costs and expenses related to (x) the 
purchase, installation, repair, maintenance and operation of the air 
conditioning equipment, as well as any related duct work and controls, (y) 
the maintenance of the roof of the building in the area in which the air 
conditioning equipment is installed and the maintenance of the waterproof 
integrity of any penetration in the roof necessitated by the installation of 
the air conditioning equipment or any related duct work.

                                     -33-

<PAGE>


cancel the Lease, not less than sixty (60) days prior to the date of 
cancellation specified in such notice (the "Specified Termination Date"). If 
the Tenant shall give such notice, the Tenant will quit, vacate and surrender 
the premises in accord with the provisions of the Third Floor Lease relating 
to surrender at the expiration of the term. The Tenant shall not have the 
foregoing option if, at the time when the notice of termination is given or 
on the Specified Termination Date, the Tenant shall be in default in the 
payment of rent or additional rent or in the performance of the Tenant's 
other obligations under the Third Floor Lease.

          (b)  In the event that, in accordance with the terms and conditions 
of Article Thirty-Eighth of this lease, the Tenant elects to terminate this 
lease as of November 1, 1994, or July 1, 1995, then such election, without 
any further action by the Landlord or the Tenant, the Third Floor Lease shall 
automatically be reinstated and shall be and remain in full force and effect, 
effective as of the date on which this lease is terminated.

               FORTY-EIGHTH: Broker. Each party hereto represents that, 
    except for Edward S. Gordon Company, Inc. ("Gordon"), represented by David
    W. Levinson, no broker, licensed or otherwise was involved in the
    making of this lease or brought the premises to the attention of the
    Tenant and that all of the negotiations respecting this lease were 
    conducted with and through the offices of the Landlord. The Landlord 
    agrees that it shall be responsible for any commission payable to
    Mr. Levinson and Gordon, and agrees to indemnify and reimburse the
    Tenant for any expenses including legal fees incurred by the Tenant
    in the event of an action brought by Gordon against the Tenant, which
    results from the failure of the Landlord to pay the aforesaid
    commission to Gordon and Levinson.

          If the foregoing representation is breached, the breaching party 
agrees to indemnify and hold the other harmless from any and all costs and 
expenses, including without limitation, such other party's legal fees and 
expenses paid or incurred by such other party in connection with any claim by 
a broker, co-broker and/or finder claiming through or under the breaching 
party in connection with this lease.

          IN WITNESS WHEREOF, this agreement, (including the Rules and 
Regulations and Work Sheet attached hereto) has been signed and sealed by the 
parties hereto, the day and year first above written.

Attest                               THE RECTOR, CHURCH-WARDENS, AND
As to Landlord:                      VESTRYMEN OF TRINITY CHURCH IN
                                     THE CITY OF NEW-YORK

                                     By:  /s/ Daniel Paul Matthews
                                          -----------------------------------

                                              Daniel Paul Matthews, Rector

/s/ (Signature Illegible)            By:  /s/ Jeffrey L. Smith
---------------------------------         -----------------------------------
Executive Vice President of                   Director of Leasing
        Real Estate

                                     By:  /s/ (Signature Illegible)
                                          -----------------------------------
                                              Finance Department


Attest                               THE CORPORATE PRINTING COMPANY,
As to Tenant:                        INC.


/s/ Barbara Jolly                    By:  /s/ Jeffrey Goldberg
---------------------------------         -----------------------------------
                                          Executive VP-Finance



                                        -35-
<PAGE>


                                     The provisions of Articles Thirty-Eighth
                                       and Forty-First are accepted and 
                                       agreed to, and the undersigned hereby 
                                       assigns and transfers to the Tenant all
                                       of its right, title and interest in and
                                       to the security deposit of $9,613.23 
                                       deposited by the undersigned pursuant 
                                       to the terms of the lease referred to 
                                       in paragraph (b) of Article Forty-First:

                                     EXPRESS REPROGRAPHICS, INC.



                                     By: /s/ Jeffrey Goldberg
                                         -----------------------------------
                                             Executive VP-Finance




                                        -36-
<PAGE>


           Subject to the foregoing provisions the Landlord reserves the 
right, after according reasonable consideration to the Tenant's wishes in the 
matter, to make all decisions as to the time or times when, the order and 
style in which said work is to be done, and the labor or materials to be 
employed therefore. The work shall be done, unless the Landlord otherwise 
directs, during the usual working hours observed by the trades in question. 
It is stipulated and agreed that in case the Landlord is prevented from 
commencing, prosecuting or completing said work, due to the Landlord's 
inability to obtain or difficulty in obtaining the labor or materials 
necessary therefor, or due to any governmental requirements or regulations 
relating to the priority or national defense requirements, or due to any 
other cause beyond the Landlord's control, the Landlord shall not be liable to 
the Tenant for damages resulting therefrom, nor shall the Tenant be entitled 
to any abatement or reduction of rent by reason thereof, nor shall the same 
give rise to a claim in the Tenant's favor that such failure constitutes 
actual, constructive, total or partial eviction from the demised premises.

          Any reimbursement called for by this Work Sheet shall only be made 
upon presentation to the Landlord by the Tenant of invoices marked "Paid in 
Full" or other evidence of payment satisfactory to the Landlord, together 
with copies of waivers of liens executed by all contractors, subcontractors, 
materialmen or others involved with the work in question.

                                 THE RECTOR, CHURCH-WARDENS AND VESTRYMEN
                                 OF TRINITY CHURCH IN THE CITY OF NEW-YORK,
                                 Landlord.



                                 By:  /s/ Jeffrey L. Smith
                                     -----------------------------------
                                      Director of Leasing


                                 THE CORPORATE PRINTING CO., INC.,
                                 Tenant


                                 By: /s/ Jeffrey Goldberg
                                     -----------------------------------
                                      Title:  Executive VP-Finance


                                        WS-2

<PAGE>


                                RULES AND REGULATIONS

          1.  The Tenant shall not clean, nor require, permit or allow any 
window in the demised premises to be cleaned from the outside in violation of 
Section 202 of the Labor Law or of the Rules of the Board of Standards and 
Appeals, or of any other board or body having or asserted jurisdiction;

          2.  All machinery shall be kept in approved settings, sufficient to 
absorb any shock and prevent any noise, vibration or annoyance in the 
building of which the demised premises are a part and shall be provided with 
oil pans between such machinery and the floor beneath it, sufficient to 
prevent the seepage of oil on or into the floors;

          3.  No acid that in any way may injure any of the pipes or plumbing 
equipment in the building shall be poured or allowed to drain into the pipes 
or plumbing equipment thereof, but shall in the event that the building is 
provided with an acid line be poured or allowed to drain only therein, or if 
there be no acid line, shall be neutralized in a manner satisfactory to the 
Landlord. No substance which may cause any objectionable odor shall be left 
in the demised premises;

          4.  During the cold season, the windows shall be kept closed to 
maintain the temperature of the demised premises and to prevent any freezing 
thereof, or of any equipment or appliance therein;

          5.  All trucks, vehicles or conveyances used by the Tenant in the 
demised premises shall have rubber-tired wheels;

          6.  The Tenant's employees, except clerical or executive help, 
shall, if the Landlord so directs, at all times use only the combination 
passenger and freight elevator, if any, in going into or coming out of the 
demised premises;

          7.  No sign or lettering shall be inscribed on any door, wall or 
window of the demised premises which is visible from the street or the 
portion of the building used in common by other tenants except such as may be 
approved in writing by the Landlord or its agents or designee;

          8.  No additional locks or bolts shall be placed anywhere upon or 
within the demised premises or any on rooms therein, unless duplicate keys 
thereto be given to the Landlord and all such keys must, on the termination 
of this lease, be surrendered to the Landlord;

          9.  The Landlord may exclude any persons visiting or attempting to 
visit the premises between 7 P.M. and 8 A.M. and on Saturdays, Sundays and 
the holidays recognized as such by the state or federal government unless 
such person shall be equipped with a pass signed by the Tenant and unless 
such person shall sign his name and the premises which he is to visit on the 
night report.

        10.  The sanitary and safety facilities used solely by the Tenant or 
by the Tenant in common with other occupants of the building of which the 
demised premises are a part shall be used only for the purposes for which 
they were constructed;

        11.  No signs, signals, devices, displays, sounds or advertisements 
visible or audible from the street or from the halls and other parts of the 
building used in common by the Tenant and other tenants shall be inscribed, 
erected or maintained unless the kind, style, location and manner thereof 
shall have been approved in writing by the Landlord and if any sign, signal, 
sound display or advertising be erected, made or inscribed without such 
approval, the Landlord may remove the same and charge the cost of


                                        R-1
<PAGE>


so doing to the Tenant as additional rent. Any sign or display which may be 
installed by the Tenant shall be kept in good order and repair and in a neat 
and attractive condition. The Landlord reserves the right to use the roof and 
outside walls surrounding the premises for sign purposes. The Landlord may 
remove any sign or signs or displays in order to paint the premises or any 
part of the building, or make any repairs, alterations or improvements in or 
upon the premises or any part of the building, or any part thereof, provided 
it causes the same to be removed and replaced at the Landlord's expense, 
whenever the said painting, repairs, alterations or improvements shall have 
been completed;

          12.  No advertising which, in the opinion of the Landlord, tends to 
impair the reputation of the building or its desirability as a loft or office 
building, shall be published or caused to be published by the Tenant and, 
upon notice from the Landlord, the Tenant shall refrain from or discontinue 
such advertising;

          13.  Awnings, antennae, aerials, ventilating and air-conditioning 
apparatus or other projections from the window or outside walls of the 
demised premises shall not be erected or installed. All air-conditioning 
apparatus installed in windows shall be so arranged that condensate does not 
drain on the outside of the building wall or into the street;

          14.  The lights, skylights, entrances, passages, courts, elevators, 
stairways, loading platforms, halls or any part of the building intended for 
the use in common by the Tenant and the other occupants thereof shall not be 
obstructed or encumbered (whether by means of storing of materials and skids 
or otherwise). In the event of any such encumbrance or obstruction, the 
Landlord may, after not less than five (5) days' prior written notice to the 
Tenant, remove the material causing such encumbrance or obstruction and cause 
it to be stored and charge the cost of doing so to the Tenant. No courtyard 
or yard appurtenant to the premises or the building shall be used for parking 
vehicles of any kind;

         15.  No part of the premises or the building shall be marked, 
painted, drilled into, or in any way defaced. No laying of linoleum, or other 
similar floor covering so that the same shall come in direct contact with the 
floor of the demised premises shall be made; 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. Cements and other similar adhesive material shall not be 
used. Removal of any alterations, decorations or improvements in compliance 
with paragraph Fourth of this lease shall include the removal of all 
linoleum, lining and adhesive material;

         16.  No part of the demised premises shall be used in a manner or 
for a purpose that is substantially objectionable to the Landlord or to 
another tenant, or which in the reasonable judgment of the Landlord, might 
cause structural injury to the building;

         17.  The Tenant's employees shall not stand or loiter around the 
hallways, stairways, elevators, front, roof or any other part of the building 
used in common by the occupants thereof;

         18.  No load shall be placed upon any floor of the building 
exceeding the floor load per square foot area which such floor was designed 
to carry, and all loads shall be evenly distributed. The Landlord reserves 
the right to prescribe the weight and position of all safes, machinery and 
other personal property in the premises which must be placed so as to 
distribute their weight;

         19.  Nothing shall be thrown out of the windows or doors, or down 
the passages or skylights of the building, nor shall any of them be covered, 
obstructed or encumbered. No improper noises shall be made in the building, 
nor shall birds or animals be


                                        R-2


<PAGE>

brought therein;

   20.   Where freight elevators are provided by the building and are in 
operation, all deliveries shall be made to or from the demised premises 
exclusively by means of such elevators;

   21.   Anyone doing janitorial work for the Tenant shall at all times be 
subject to order and direction by the superintendent of the building, 
although he shall not be the servant of either the superintendent or the 
Landlord;

   22.   No peddling, soliciting or canvassing shall be permitted in the 
premises or by the Tenant's employees elsewhere in the building;

   23.   The Landlord may prescribe, and from time to time vary, the time for 
any removals or deliveries from or into the premises, at any time, and such 
prescriptions shall apply whether or not the material so removed or received 
is the property of the Tenant. Removals or deliveries of safes, machinery and 
any other heavy or bulky matter shall be done only upon written authorization 
of the Landlord and only in such manner and by such persons as may be 
acceptable to the Landlord, and the Landlord may require any further 
assurances or agreements or indemnity from the Tenant and the movers to that 
effect. The Landlord reserves the right to inspect all freight to be brought 
into the building and to exclude from the building all freight which violates 
any of these Rules and Regulations or the lease of which these Rules and 
Regulations are a part;

   24.   The Tenant shall not permit its servants, employees, agents, 
visitors or licensees at any time to bring or keep upon the premises any 
inflammable, combustible or explosive fluid, chemical or substance or cause 
or permit any unusual or objectionable odors to be produced upon or emanate 
from the premises;

   25.   Except as contemplated by Article Forty-Second, The passenger and 
service elevators, other than automatic self-service elevators, if any, shall 
be operated only be employees of the Landlord, and must not in any event be 
interfered with by the Tenant, his servants, employees, agents, visitors or 
licesees. Manned freight elevators will be operated only during such hours as 
the Landlord may from time to time determine;

   26.   The Tenant shall not use any other method of heating than that 
supplied by the Landlord;

   27.   If the premises consist of basement space, or if any merchandise of 
the Tenant is stored in the basement portion of the building, all such 
merchandise shall, at the Tenant's own cost and expense, be placed entirely 
on skids or platforms, which will raise such merchandise at least six inches 
from the floor;

   28.   No drilling in floors, walls or ceilings shall be done except in 
compliance with paragraph Fourth of this lease and no such drilling shall be 
done during usual business hours unless authorized by the Landlord in writing;

   29.   No vending machine shall be installed or permitted to remain in the 
premises unless the Landlord shall first have given its specific written 
authorization for the installation of each such machine. The Tenant shall not 
authorize or permit any vendor of sandwiches, coffee, or other foods, candies 
or beverages to enter the premises for the purpose of soliciting sales of 
such wares to the Tenant's employees.

   The Landlord agrees that it will not discriminate against the Tenant in 
enforcing the rules and regulations set forth herein.

                                    R-3
<PAGE>










                              [Exhibit "A" Floor Plan]









<PAGE>









                              [Exhibit "B" Floor Plan]










<PAGE>









                              [Exhibit "C" Floor Plan]











<PAGE>










                              [Exhibit "D" Floor Plan]










<PAGE>










                              [Exhibit "E" Floor Plan]










<PAGE>









                              [Exhibit "F" Floor Plan]











<PAGE>









                              [Exhibit "G" Floor Plan]










<PAGE>










                              [Exhibit "H" Floor Plan]










<PAGE>









                              [Exhibit "I" Floor Plan]










<PAGE>









                              [Exhibit "J" Floor Plan]









<PAGE>









                              [Exhibit "K" Floor Plan]









<PAGE>









                              [Exhibit "L" Floor Plan]










<PAGE>

                           ASSIGNMENT AND ASSUMPTION
                                      OF
                                LEASE AGREEMENT

     THIS AGREEMENT is made as of April 15, 1996 by THE CORPORATE PRINTING 
COMPANY, INC., a New York corporation ("Assignor") to MERRILL/NEW YORK 
COMPANY, a Minnesota corporation ("Assignee").

     WHEREAS, Assignee desires to assume Assignor's obligations under those 
certain leases and subleases (collectively, the "Leases") described on 
Schedule I annexed hereto and made a part hereof and Assignor is willing to 
assign unto Assignee all of Assignor's right, title and interest in, to and 
under the Leases upon and subject to the terms hereof;

     NOW THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, Assignor and Assignee hereby 
agree as follows:

     EFFECTIVE as of the date of this Agreement, Assignor hereby assigns to 
Assignee without recourse, representation or warranty, except as may be set 
forth in that certain Asset Purchase Agreement dated as of April 15, 1996 by 
and among CPC Management Services, Inc., The Corporate Printing Company, 
Inc., CPC Communications, Inc., CPC Reprographics, Inc., The Corporate 
Printing Company International, Ltd., CP International Holdings, Inc., The 
Corporate Printing Company International SNC, The Corporate Printing Company 
International Pte. Ltd., and Oakland Composition Limited Partnership 
(collectively the "Affiliated Companies"). Merrill Corporation, Merrill/New 
York Company and Shareholders of the Affiliated Companies (and subject to all 
liens, encumbrances, tenancies and occupancies existing on the date hereof) 
all right, title and interest of Assignor in, to and under the Leases and 
Assignee hereby assumes all of Assignor's obligations under the Leases and 
agrees to indemnify and hold Assignor forever harmless from any liability 
arising thereunder and in connection therewith which arise from and after the 
date of this Agreement.

     TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, 
from the date hereof for all the rest of the years mentioned in each of the 
respective Leases, subject to the rents, covenants, conditions and provisions 
therein also mentioned.

     THIS AGREEMENT may be executed by the parties hereto on any number of 
separate counterparts and all of said counterparts taken together shall be 
deemed to constitute one and the same instrument.


<PAGE>

     IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement 
as of the date and year above written.


                                  THE CORPORATE PRINTING COMPANY, INC.


                                  By:  /s/ George L. Shifrin
                                     ---------------------------------
                                     Name:
                                     Title:


                                  MERRILL/NEW YORK COMPANY

                                  By:  /s/ Steven J. Machov
                                     ---------------------------------
                                     Name:
                                     Title:


<PAGE>

                                  SCHEDULE 1

1.  Sublease Agreement dated as of November 1, 1993, by and between Dechert 
    Price & Rhoads, as sublessor, and The Corporate Printing Company, Inc., as 
    sublessee.

2.  Office Lease dated December 21, 1987 by and between 15th & K Associates, 
    as lessor, and Corporate Printing Corporation, Inc., as lessee.

3.  Lease dated as of May 1, 1994 between The Rector, Church-Wardens, and 
    Vestrymen of Trinity Church in the City of New York, as landlord, the The 
    Corporate Printing Company, Inc., as Tenant.

4.  Lease of a Condominium Unit dated August 18, 1994 between Zikade Handels 
    Anstalt, as landlord, and The Corporate Printing Co., Inc.