<PAGE>

                                  SUBLEASE



            AGREEMENT OF SUBLEASE ("Sublease") made as of this 13th day of
June, 1997 between SBC Warburg Inc., a New York corporation, having an office
at 277 Park Avenue, New York, New York (hereinafter referred to as "Landlord")
and Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation, having an
office at 277 Park Avenue, New York, New York (hereinafter referred to as

                                 WITNESSETH:

            WHEREAS, Landlord is the lessee under that certain Agreement of
Lease, dated June 23, 1994, between Stanley Stahl d/b/a Stahl Park Avenue
Company, predecessor in interest to 277 Park Avenue, LLC, as landlord (the
"Prime Lessor") and S.G. Warburg & Co. Inc. ("Warburg"), as tenant, as amended
by that certain letter agreement (the "Amendment"), dated January 11, 1995,
between Prime Lessor and Warburg, as assigned by Warburg to Landlord pursuant
to that certain Assignment and Assumption Agreement (the "Prior Assignment"),
dated as of June 3, 1996, as amended by that certain letter agreement, dated
June 13, 1997, between Prime Lessor and Landlord (collectively, the "Master
Lease"), which Master Lease demises all of the rentable area of the second and
third floors (the "Prime Leased Premises") in the building known as 277 Park
Avenue, New York, New York (the "Building"); and

            WHEREAS, Tenant desires to sublet the portion of the second floor
more particularly shown as cross-hatched on the floor plan attached hereto as
Exhibit A (the "Premises") in the Building and Landlord is willing to sublet
the same on the conditions hereinafter set forth;

            NOW, THEREFORE, the parties hereto hereby covenant and agree as
follows:

            1. Demise; Term. Landlord hereby subleases to Tenant and Tenant
hereby hires from Landlord the Premises for a term to commence (subject to the
provisions of Paragraphs 15 and 16 hereof) on the Commencement Date (as
hereinafter defined) and to expire on the day immediately preceding the
effective date of that certain Assignment and Assumption of Lease (the
"Assignment"), dated as of the date hereof, between Landlord and Tenant (the
"Expiration Date"). The term "Commencement Date" as used herein shall mean
that date on which vacant possession of the Premises is delivered by Landlord
to Tenant, which date shall, subject to Paragraphs 15 and 16, occur not later
than June 15, 1997 (it being agreed that Landlord shall give Tenant at least 7
days' prior notice of the date on which it anticipates that the


                                 - 1 -          


<PAGE>


Commencement Date will occur, provided that no prior notice shall be required
if the Commencement Date is to occur on June 13, 1997). Subject to Paragraphs
15 and 16 hereof, Landlord shall reasonably cooperate with Tenant to cause the
Commencement Date to occur on June 15, 1997, provided that the same does not,
in Landlord's sole discretion, adversely affect either (a) Landlord's ongoing
business operations, (b) physical and/or data/information security or
integrity or (c) client confidentiality. Promptly after the Commencement Date,
Landlord and Tenant shall enter into an agreement, in form and substance
reasonably satisfactory to both parties, confirming the Commencement Date;
provided, however, the failure to execute and deliver such agreement shall not
affect the validity of the Commencement Date.

            2.  Fixed Rent. (a) Tenant covenants and agrees to pay to Landlord a
fixed basic rent ("Fixed Rent") of $l,276,275.OO per annum.

                (b) Tenant shall pay the Fixed Rent in equal monthly
installments in advance commencing on the Commencement Date and continuing on
the first day of each month thereafter during the term of this Sublease.
Tenant shall make all payments of Fixed Rent and all other sums of money as
shall become due and payable by Tenant to Landlord hereunder ("Additional
Rent") to the office of Landlord or at such other place as Landlord may
designate in writing, without demand (except as expressly provided herein) and
without any abatement, set off or deduction whatsoever (except as expressly
provided herein).

                (c) If the Commencement Date or Expiration date occurs on a
day other than the first or last day of a calendar month, respectively, the
Fixed Rent for such partial calendar month shall be prorated.

            3.  Additional Rent. (a) Tenant shall pay to Landlord, as Additional
Rent hereunder, the following:

                (i) Subtenant's Share of all amounts which are payable by
            Landlord pursuant to Article 13 and Section 28.8 of the Master
            Lease or otherwise on account of electricity and chilled water,
            respectively, supplied to the Premises;

                (ii) Subtenant's Share of all amounts which are payable by
            Landlord pursuant to the service contracts listed on Exhibit B
            attached hereto; and



                                - 2 -


<PAGE>


                  (iii) The full amount of any other charge, fee, cost, sum or
            expense which Landlord pays or incurs on or after the Commencement
            Date (x) for the provision of, or in connection with, any services
            or supplies provided to or for the Premises (or any part thereof)
            at the request of Tenant and (y) as may be required pursuant to
            the terms and provisions of the Master Lease with respect to the
            Premises.

The term "Subtenant's Share" as used herein shall mean, from time to time
during the term of this Sublease, the fraction (expressed as a decimal) having
as its numerator the number of rentable square feet comprising the Premises
(which shall be deemed to be 32,725 rentable square feet on the Commencement
Date) and as its denominator the number of rentable square feet then
comprising the Prime Leased Premises (which shall be deemed to be 161,150
rentable square feet on the Commencement Date).

            (b) Tenant shall pay any commercial rent or occupancy tax with
regard to the Premises either to the taxing authority, or, if appropriate, to
Landlord, as Additional Rent, at least five (5) business days before the due
date of each and every such tax payment to the taxing authority.

            (c) All payments of Additional Rent shall be paid by Tenant to
Landlord within fifteen (15) days after Landlord's request therefor
(accompanied by a bill or statement from Prime Lessor (as hereinafter
defined), if applicable); provided, however, that if the Master Lease requires
the making of payments on account of any item of Additional Rent, Tenant shall
make such payments at least three (3) business days prior to its respective
due date under the Master Lease without the need for request therefor by
Landlord.

            4.  Use.  The Premises shall be used only for general and executive
office use in connection with Tenant's business, and for no other purpose.

            5. Incorporation; Master Lease. (a) Except as may be inconsistent
with the terms hereof, all of the terms, covenants and conditions of the
Master Lease are hereby made part hereof with the same force and effect as if
fully set forth at length herein and the term "Landlord" in the Master Lease
shall mean Landlord herein and the term "Tenant" in the Lease shall mean
Tenant herein and the term "Lease" in the Master Lease shall mean this
Sublease. Without limiting the foregoing, the parties agree that the following
provisions of the Master Lease are inconsistent with the terms of this
Sublease and therefor are not incorporated into this Sublease: Articles: 1, 10
(other than Section 10.5), 11, 15 (other than the first sentence thereof), 19,
27, 28, 33, 38, 39, 40 41, 42, 43, 44, 45, 46 and 47; Sections: 2.1, 2.2(B),
3.1(A), second and third

                                  - 3 -



<PAGE>


sentences of 3.1(c), 3.4 3.5, first sentence of 4.1, 4.3, fourth sentence of
6.1(A) 6.l(B), 7.1, 7.7, 9.3, 12.1, 12.2(C)(2), 12.3, 12.5, 12.7, 12.8, 12.9,
12.10, 13.1(A)(other than the last phrase of the second sentence beginning
with the word "Tenant"); 13.1(B), 13.2 13.3, 14.2, 18.4 and 36.6; the
Amendment; and the Prior Assignment (collectively, the "Excluded Provisions").
In any case where the consent or approval of Prime Lessor under the Master
Lease is required, then Landlord's consent shall also be required hereunder.

            (b) Except as otherwise provided herein, the time limits contained
in the Master Lease for the giving of notices, making payments or demands or
performing of any act, condition or covenant on Landlord's part, as tenant
thereunder, are changed for the purposes of incorporation herein by reference
by shortening same in each instance by two (2) business days, so that Tenant
shall have a lesser time to observe or perform hereunder than Landlord has
under the Master Lease. In no event, however, shall Tenant have less than two
(2) business days to so observe or perform. If, because of the time period
specified for performance in the Master Lease, Tenant cannot perform hereunder
within the time periods mentioned in the two previous sentences, Tenant shall
not be in technical default hereunder so long as Tenant fully performs prior
to the date or time required for Landlord's performance under the Prime Lease.
If Landlord or Tenant receives any notice or demand from the Prime Landlord or
Tenant receives any notice or demand from the Prime Lessor under the Master
Lease, said party shall promptly give a copy thereof to the other.

            (c) Tenant hereby agrees to comply with all of the terms,
covenants and conditions of the Master Lease on the part of the tenant therein
named to be performed thereunder, other than, subject to the provisions of
Paragraphs 2 and 3 hereof, the payment of base rent and additional rent under
the Master Lease and the Excluded Provisions.

            (d) Performance by the Prime Lessor shall be deemed and accepted
by Tenant as performance by Landlord herein and Landlord shall not be
responsible for any breach of the Master Lease by Prime Lessor or any
nonperformance or noncompliance with any provision thereof by Prime Lessor,
including the failure of Prime Lessor to provide any services, utilities
and/or repairs. Landlord makes no representation that Prime Lessor will
provide any or all of the services, utilities and/or repairs referred to in
the Master Lease.

            (e) Neither Landlord nor Tenant shall do nor permit anything to be
done which would violate or breach the terms and provisions of the Master
Lease or


                                  - 4 -


<PAGE>


cause the Master Lease to be terminated or forfeited by reason of any right of
termination or forfeiture reserved or vested in the Prime Lessor under the
Master Lease.

            6. Remedies. (a) Subject to any applicable notice and cure periods
expressly provided under the Master Lease, Landlord shall have the same rights
and remedies with respect to a breach of this Sublease by Tenant as the Prime
Lessor has with respect to a breach of the Master Lease, as if the same were
more fully set forth at length herein, and Landlord shall have, with respect
to Tenant, this Sublease and the Premises, all of the rights, powers,
privileges and immunities as are had by the Prime Lessor under the Master
Lease.

            (b) Tenant shall use and occupy the Premises only for purposes
permitted under the Master Lease, and for no other purposes.

            7.. Termination of Lease. Provided that Tenant is not in default
under this Sublease beyond any applicable notice and cure periods, Landlord
covenants and agrees not to voluntarily surrender, cancel or terminate the
Master Lease or voluntarily amend the Master Lease so as to deprive (except to
a de minimis extent) Tenant of its rights under this Sublease or increase
(except to a de minimis extent) Tenant's obligations, without the prior
consent of Tenant. Notwithstanding anything to the contrary contained herein,
if the Master Lease is terminated for any reason whatsoever, whether by
operation of law or otherwise, except through the default of Landlord, as
tenant thereunder (excluding a default caused by Tenant), or the voluntary
surrender of the Master Lease by Landlord, Landlord shall not be responsible
for such termination or the termination of this Sublease as a result thereof.
Landlord agrees that it shall indemnify and hold harmless Tenant from and
against any and all loss, claim, damage, cost or expense (including, without
limitation, reasonable attorneys' fees and disbursements) which Tenant shall
suffer or incur in connection with a breach by Landlord of its covenants and
obligations under this Paragraph 7.

            8. Subordination. This Sublease is subject and subordinate to the
Master Lease and to all other matters and interests to which the Master Lease
is or shall be subordinate. In the event of termination, re-entry or
dispossession by Prime Lessor under the Master Lease, Prime Lessor may, at its
option, take over all of the right, title and interest of Landlord under this
Sublease and Tenant shall, at Prime Lessor's option, attorn to Prime Lessor
pursuant to the then executory provisions of this Sublease. Tenant represents
that it has read and is familiar with the terms of the Master Lease.

            9. Assignment and Subleasing.  Notwithstanding anything contained
in the Master Lease to the contrary, Tenant shall not, by operation of law or 
otherwise,

                                  - 5 -


<PAGE>


assign, mortgage or encumber this Sublease, or sublet the Premises in whole or
in part or permit the Premises or any part thereof to be used by others.

            10. No Services. (a) Notwithstanding anything contained in this
Sublease to the contrary, Landlord shall have no obligation to (i) perform any
services under this Sublease (including, without limitation, the providing of
electrical energy), (ii) make any repairs or restorations, (iii) comply with
any laws or requirements of any governmental authorities, (iv) provide any
insurance with respect to the Building, the Premises or the improvements
therein, (v) remove, encapsulate or otherwise treat any asbestos-containing
materials or other hazardous materials located in the Premises and/or the
Building, or (vi) take any other action that Prime Lessor is obligated to
provide, make, comply with or take, or cause to be done, under the Master
Lease (collectively, "Services") and the only Services or rights to which
Tenant is entitled hereunder, including, without limitation, any right to
repairs, elevator, water, utilities, heating and air conditioning, are those
to which Landlord is entitled as the tenant under the Master Lease, and for
all such services and rights, Tenant will look solely to the Prime Lessor.
Landlord hereunder assumes no liability for any covenants, representations or
warranties made by Prime Lessor under the Master Lease. Landlord agrees to
take all reasonable steps to assist Tenant as Tenant may from time to time
request, at Tenant's sole expense and without liability to Landlord, in
seeking such services and rights from the Prime Lessor, provided Tenant
indemnifies and reimburses Landlord as to any cost or expense incurred with
respect thereto. If following the expiration of any applicable notice and cure
period granted to Prime Lessor under the Master Lease, the Prime Lessor shall
fail to perform its obligations under the Master Lease, then Tenant shall have
the right to bring an action against Prime Lessor in its own name. If any such
action against Prime Lessor in Tenant's name is barred by reason of lack of
privity, non-assignability or otherwise, then Tenant may bring such action in
Landlord's name and Landlord shall execute all documents reasonably required
in connection therewith, provided the same is without cost and expense to
Landlord. In the event that Tenant brings any such action against Prime
Lessor, then Tenant shall indemnify and hold harmless Landlord from and
against any and all loss, claim, damage, cost or expense (including, without
limitation, reasonable attorneys' fees and disbursements) which Landlord shall
incur in connection therewith. Nothing contained herein shall be deemed a
waiver of Landlord's rights to receive Services from Prime Lessor. Landlord
shall in no event be liable to Tenant for any failure to render any of the
Services, nor shall any such failure entitle Tenant to any abatement or
reduction in Fixed Rent or Additional Rent payable hereunder or to any right
to terminate this Sublease.


                                  - 6 -


<PAGE>


            (b) Notwithstanding the foregoing, if, as a result of Prime
Lessor's default in any of its obligations to Landlord with respect to the
Premises, Landlord receives an abatement or an apportionment of rent allocable
to the Premises, Landlord shall pass on to Tenant, Tenant's pro rata share of
such abatement or apportionment, based on the Fixed Rent per square foot
payable by Tenant under this Sublease.

            11. Broker. Landlord represents and warrants to Tenant that it has
not been represented by any broker in connection with this transaction other
than Jones Lang Wootton USA ("JLW"). Tenant represents and warrants to
Landlord that it has not been represented by any broker in connection with
this transaction other than DLJ Realty Services, Inc. ("DLJRSI", JLW and
DLJRSI are sometimes collectively referred to herein as "Broker.") Landlord
agrees to indemnify, defend and save harmless Tenant from and against any 
liability, expense, suit, damage, action or charge including, without 
limitation, reasonable attorneys' fees, that Tenant may suffer or incur by 
reason of the claim of JLW or any other broker (other than DLJRSI) which may 
be asserted against the Tenant as a result of any dealings between the 
Landlord and JLW or any other broker. Tenant agrees to indemnify, defend and 
save harmless Landlord from and against any liability, expense, suit, damage, 
action or charge including, without limitation, reasonable attorneys' fees, 
that Landlord may suffer or incur by reason of the claim of DLJRSI or any 
other broker (other than JLW) which may be asserted against the Landlord as a 
result of any dealings between Tenant and DLJRSI or any other broker. Landlord 
agrees to pay all commissions due Broker pursuant to separate agreements 
between Landlord and Broker regarding this transaction.

            12. Insurance. Tenant shall, at its sole cost and expense and for
the term of this Sublease maintain all property, liability and other insurance
required by Article 9 of the Master Lease in accordance therewith. On or prior
to the Commencement Date, Tenant shall deliver to Landlord certificates of
insurance naming Landlord, Prime Lessor and such other parties as are required
to be named pursuant to the Master Lease as additional insureds.

            13. As Is. (a) Tenant agrees to accept the Premises "as is,"
"broom clean" at the time possession thereof is delivered to Tenant free of
any occupancy and Landlord shall have no obligation to perform any
alterations, work or repairs on behalf of Tenant or contribute any sums toward
same, except that Landlord shall be responsible for the installation of
demising walls substantially in accordance with Exhibit A prior to the
commencement of the Sublease. Tenant hereby expressly acknowledges that,
except as expressly set forth herein, no representations with respect to the
condition, expense or any other matter or thing affecting or related to the
Master Lease or the Premises, or any


                                  -7 -


<PAGE>


fixtures, equipment or furnishings therein contained, have been made to it.
Landlord is not liable or bound in any manner by any verbal or written
statements, representations, real estate broker's "setups" or information
pertaining to the Master Lease, Premises or any fixtures, equipment or
furnishings contained in the Premises furnished by any real estate broker
agent, employee or other person, unless the same are specifically set forth
herein. Notwithstanding anything herein contained to the contrary, Landlord
shall remove from the Premises all of its movable equipment, furniture,
furnishings. decorations and other items of movable personal property (other
than the Assigned Items (as defined in the Assignment)) prior to the
Commencement Date and shall have the right, but not the obligation, to remove
from the Premises all of its movable improvements and fixtures (other than the
Assigned Items (as defined in the Assignment) (it being agreed that Landlord
shall be under no obligation whatsoever to remove from the Premises any items
that are affixed to the Premises). Tenant shall not perform any work or
alterations in preparing the Premises for occupancy, or otherwise during the
term of this Sublease, without the prior written approval of both Landlord and
Prime Lessor in accordance with the terms of the Master Lease. If so approved,
all such work and alterations shall be performed in full compliance with the
applicable provisions of the Master Lease. Notwithstanding anything to the
contrary contained herein or in the Master Lease (and supplementing Section
3.1(C) of the Master Lease), Tenant may perform the following types of work
only during Overtime Periods (as defined in the Master Lease): demolition,
shooting track and electrical, sprinkler and HVAC shutdowns.

                (b) The parties hereto agree to reasonably cooperate with one
another to ensure that, subsequent to the Commencement Date, certain items of
infrastructure more particularly identified on Exhibit C attached hereto which
cannot be practically or feasibly separated, will be shared or otherwise
managed with respect to access and other matters, in a manner that is
reasonably satisfactory to both Landlord and Tenant and that preserves the
integrity of each party's separate demised premises to the maximum extent
possible.

            14. Merger. All prior understandings and agreements between the
parties with respect to the Premises are merged within this Sublease, which
together with the Assignment fully and completely sets forth the understanding
of the parties. This Sublease may not be changed or terminated orally or in
any manner other than by an agreement in writing executed by both parties.

            15.   Consents.  (a)  This Sublease is subject to, and shall 
become effective only upon, the written consent of the Prime Lessor in 
accordance with all


                                   -8-


<PAGE>


applicable terms of the Master Lease to both this Sublease and the
Assignment, which consent Landlord and Tenant shall use all reasonable efforts
to obtain. Tenant shall promptly furnish to Landlord such information as may
be reasonably necessary to obtain such consent, and to enter into such
agreements among the Prime Lessor, Landlord and Tenant as the Prime Lessor may
reasonably require pursuant to the Master Lease in connection with giving its
consent to this Sublease and the Assignment including, without limitation, an
agreement to attorn to the Prime Lessor as landlord in the event of a
termination of this Sublease. Any delay in the Prime Lessor's furnishing such
consent shall not postpone or extend the Expiration Date. In the event such
consent to both this Sublease and the Assignment is denied (or in the event
that the consent of Landlord to the Assignment is denied), this Sublease shall
thereupon terminate and be of no further force or effect. In the event such
consent to both this Sublease and the Assignment is not obtained on or prior
to the 60th day following the date hereof, then either party shall have the
right to give written notice canceling this Sublease.

                  (b) In the event that this Sublease shall terminate or be
cancelled pursuant to the foregoing Paragraph 15(a), then Tenant shall, within
10 days after demand therefor, reimburse Landlord for all of its direct,
third party out-of-pocket costs (collectively, the "Delivery Costs") actually
incurred to (i) deliver the Premises within the timeframe herein contemplated
plus (ii) at Landlord's sole option and discretion, restore the Premises to
its existing condition as of April 17, 1997. As used herein, Delivery Costs
shall be broadly interpreted to include all reasonable out-of-pocket costs
actually incurred both at the Building and at other locations of Landlord, if
any, affected as a direct consequence of Landlord's efforts to deliver the
Premises to Tenant. Landlord shall provide Tenant with sufficient
documentation to reasonably substantiate the Delivery Costs, which shall not
exceed the aggregate amount of $800,000.

           16. Delivery of Possession. (a) Notwithstanding anything herein
contained to the contrary, if Landlord is unable to deliver to Tenant
possession of the Premises, or any part thereof, on June 15, 1997, except as a
result of Unavoidable Delays (as defined in the Master Lease) at the Building,
because of a fire or casualty therein or for any other reason whatsoever, (i)
except as hereinafter set forth, Landlord shall have no liability to Tenant
therefor, (ii) the validity of this Sublease shall not be impaired by reason
thereof, (iii) the same shall not be construed in any way to extend the term
of this Sublease and (iv) the term of this Sublease shall commence on, and the
Commencement Date shall be, the date on which Landlord delivers possession of
the Premises to Tenant. Notwithstanding the foregoing, if, except as a result
of Unavoidable Delays (as defined in the Master Lease) at the Building,
Landlord does not deliver to Tenant possession of the Premises on or before
the date (the "Outside Date")

                                  - 9 -



<PAGE>
that is the later to occur of (x) the date that is 7 days after the date on
which the required consent of Prime Lessor to this Sublease is received and
(y) June 22, 1997, then, as Tenant's sole and exclusive remedy therefor,
Tenant shall receive an abatement of Fixed Rent equal to the sum of (x)
$1,748.32 for each of the first 30 days occurring after the Outside Date and
prior to the date on which possession of the Premises is delivered to Tenant
plus (y) $3,496.64 for each day, if any, occurring after July 22, 1997 and
prior to the date on which possession of the Premises is delivered to Tenant.

            (b) The provisions of this Paragraph are intended to constitute
"an express provision to the contrary" within the meaning of Section 223-a of
the New York Real Property Law and any other law of like import now or
hereafter in effect.

            17. Damage by Fire or Other Cause: Condemnation. Notwithstanding
any contrary provision of the Master Lease incorporated herein by reference,
Tenant shall have no right to (a) terminate this Sublease as to all or any
part of the Premises by reason of a casualty on condemnation or (b) an
abatement of Fixed Rent or Additional Rent by reason of a casualty or
condemnation, unless Landlord is entitled to a corresponding abatement with
respect to its corresponding obligation under the Master Lease. The provisions
of this Section 17 shall be deemed an express agreement governing any case of
damage or destruction of the Subleased Premises by fire or other casualty, and
Section 227 of the Real Property Law of the State of New York, providing for
such a contingency in the absence of an express agreement, and any other law
of like import, now or hereafter in force, shall have no application in such
case.

            18. Freight Elevator Access. In addition to Landlord's rights
under Section 14.1(A) of the Master Lease, Landlord shall have the right to
enter the Premises upon reasonable prior notice (except in the case of an
emergency in which case such access may be without notice) to access the
freight elevator lobby and freight elevators serving the 2nd floor of the
Building provided that in so doing Landlord shall employ appropriate measures
to protect the Premises from damage caused by the movement of freight and
shall use reasonable efforts to not interfere with Tenant's business
operations.

            19. Authority. Each party hereby represents, warrants and
covenants to the other that (i) it is a duly formed and validly existing
corporation with full power and authority to enter into this Sublease and to
perform its obligations hereunder in accordance with its terms and (ii) this
Sublease has been duly authorized, executed and delivered by it and
constitutes the legal, valid and binding obligation of such party.



                                  -10-
<PAGE>

            20. Successors. The covenants and agreements herein contained shall
inure to the benefit of and be binding upon the parties and their respective 
successors and, in the case of Landlord only, assigns.

            21.   Governing Law. This Sublease shall be governed by the laws of
the State of New York.

            22. Ouiet Enjoyment. Landlord covenants that as long as Tenant
shall pay the rental due hereunder and shall duly perform all the terms,
covenants and conditions of this Sublease on its part to be performed and
observed, Subtenant shall peaceably and quietly have, hold and enjoy the
Premises during the term hereof without molestation or hindrance by Landlord,
subject to the terms, provisions and conditions of the Master Lease and this
Sublease.

            23; Liability. Notwithstanding any other provision contained in
this Sublease to the contrary, each party shall look only to the assets of the
other party for the satisfaction of any liability of the other party under
this Sublease, it being expressly understood and agreed that any partner,
officer, director, employee or agent of Landlord or Tenant as an individual
shall not be held personally liable for such obligations and neither party
shall pursue satisfaction of any judgment against the other against assets of
any individual partner, officer, director, employee or agent of such other
party.

            24. Trial by Jury. It is agreed by Landlord and Tenant that they
shall and hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of them against the other on any matter
whatsoever arising out of or in any way connected with this Sublease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the
Premises, and any emergency statutory or any other statutory remedy.

            25. Counterparts. This Sublease may be executed in several 
counterparts, each of which shall be deemed an original. Such counterparts 
constitute but one and the same instrument, which may be sufficiently evidenced
by one counterpart.

            26. Invalidity. The invalidity or unenforceability of any term or
provision of this Sublease or the non-application of such term or provision to
any person or circumstance shall not impair or affect the remainder of this
Sublease, and its application to other persons and circumstances and the
remaining terms and provisions hereof shall not be invalidated but shall
remain in full force and effect.



                                  - 11 -


<PAGE>


            27. Notices. Any notice or demand which may be required or may be
desired to be given pursuant to this Sublease shall be in writing and given in 
accordance with Paragraph 18 of the Assignment.



















                                  - 12 -




<PAGE>
   IN WITNESS WHEREOF, Landlord and Tenant have executed this Sublease as of 
the day and year first above written. 

                                          SBC WARBURG INC. 

                                          By: /s/  Robert C. Errico
                                              ------------------------------- 
                                              Name: Robert C. Errico 
                                              Title: Executive Director 

                                          By: /s/ Curt Snyder
                                              ------------------------------- 
                                              Name: Curt Snyder 
                                              Title: Executive Director 

                                          DONALDSON, LUFKIN & JENRETTE, INC. 

                                          By: /s/ Anthony F. Daddino 
                                              ------------------------------- 
                                              Name: Anthony F. Daddino 
                                              Title: Executive Vice President 
                                                     & Chief Financial Officer 

<PAGE>
                                   PREMISES 

This floor plan is annexed to and made a part of this Sublease solely to 
indicate the Premises by outlining and diagonal cross-hatching. All areas, 
conditions, dimensions and locations are approximate. 

                                 SBC-WARBURG 
                               277 PARK AVENUE 
                                 NEW YORK, NY 
                              LEASE EXHIBIT "A" 
                                   FLOOR 2 
                                  SPM-2-277 
                                  26-MAR-97 
                                  NEW/0 SPM2 

                                  [FLOOR MAP] 

<PAGE>
                                 EXHIBIT "B" 
                          SHARED SERVICES CONTRACTS 

<TABLE>
<CAPTION>
  ITEM                VENDOR           DESCRIPTION 
  ------------------  ---------------  ---------------------------------------------------------- 
  <S>               <C>              <C>
  Cleaning          Stahl            Additional cleaning services: 
  ---------------------------------- ----------------------------------------------------------- 
                    Caccamo          Day-time bathroom clean-up 
  ---------------------------------- ----------------------------------------------------------- 
                    Sterling         Interior Glass 
  ---------------------------------- ----------------------------------------------------------- 
                                     Metal Maintenance (Elevator Lobby) 
  ---------------------------------- ----------------------------------------------------------- 
                                     Stone maintenance and repairs 
  ---------------------------------- ----------------------------------------------------------- 
                                     Arch. Woodwork maintenance and repairs 
  ---------------------------------- ----------------------------------------------------------- 
  HVAC              CM Air           On-site Maintenance including FCU and Generator 
  ---------------------------------- ----------------------------------------------------------- 
  Lighting          Forest           Light maintenance 
  ---------------------------------- ----------------------------------------------------------- 
  Management        SPM              Facilities Management and coordination services 
  ---------------------------------- ----------------------------------------------------------- 
  Plumbing          Breslaw          Plumbing service contract--on-call service 
  ---------------------------------- ----------------------------------------------------------- 
  Pre Action        Lund             Pre-action systems in Telcom rooms 
  ---------------------------------- ----------------------------------------------------------- 
  Rubbish Removal   BFI/Stahl 
  ---------------------------------- ----------------------------------------------------------- 
  Security          1st Security     Security for 2nd and 3rd fl. 
  ---------------------------------- ----------------------------------------------------------- 
  Security System   Kastle           Maintenance and monitoring charges for security system 
  ---------------------------------- ----------------------------------------------------------- 

</TABLE>

<PAGE>
                                 EXHIBIT "C" 
                            SHARED INFRASTRUCTURE 
----------------------------------------------------------------------------- 

HVAC: 

   o  The HVAC system integrity will be maintained and monitor by SBCW's BMS 
      equipment. Any modifications to the system cannot be made until prior 
      consent is received from SBCW/SPM. 

INFORMATION TECHNOLOGY: 

   o  IDF 2A, located on the NWC, will be divided and shared. Supplemental AC 
      will not be provided. Access will be as follows: 

     o  IDF 2A will have (1) separate and lockable entrance for each 
        occupant. Each tenant provide own hardware. 

     o  DLJ will not have access to any other Telecommunication closet other 
        than 2C and 2A. 

SECURITY SYSTEM: 

   o  Security system infrastructure will remain in-place and the integrity 
      must be maintained. 


<PAGE>

                     ASSIGNMENT AND ASSUMPTION OF LEASE
                               ("Assignment")




            SBC WARBURG INC., a New York corporation having an office at 277
Park Avenue, New York, New York ("Assignor"), in consideration of the mutual
covenants and undertakings set forth herein and certain other valuable
consideration to it in hand paid by DONALDSON, LUFKIN & JENRETTE, INC., a
Delaware corporation having an office at 277 Park Avenue, New York, New York
("Assignee"), hereby assigns to Assignee all of Assignor's right, title and
interest in and to that certain Agreement of Lease, dated as of June 23, 1994,
between Stanley Stahl D/B/A Stahl Park Avenue Company, predecessor in interest
to 277 Park Avenue, LLC, as landlord ("Landlord") and S.G. Warburg & Co. Inc.
("Warburg"), as tenant, as amended by that certain letter agreement, dated
January 11, 1995, between Landlord and Warburg, as assigned by Warburg to
Assignor pursuant to that certain Assignment and Assumption Agreement (the
"Prior Assignment"), dated as of June 3, 1996, as amended by that certain
letter agreement, dated June 13, 1997, between Landlord and Assignor (herein
collectively called the "Master Lease") covering all of the rentable area of
the second and third floors (the "Premises") of the building known as 277 Park
Avenue, New York, New York (the "Building"), provided that such assignment
shall not be effective until February 1, 1998 (the "Effective Date"). The
terms of such assignment are, and Assignor and Assignee agree, as follows:

            1. (a) Assignee shall have and hold the Master Lease from and
after the Effective Date for all of the remainder of the initial term of the
Master Lease (i.e. through January 31, 2008) only, subject to all of the
terms, covenants, conditions and agreements thereof. Notwithstanding anything
herein contained to the contrary, Assignor's rights under Articles 38 and 39
of the Master Lease are excluded from this Assignment and Assignee shall have
no claim whatsoever to such rights; provided, however, if Assignor is
unconditionally and fully relieved by Landlord of all of Assignor's
obligations under the Master Lease from and after the Effective Date, then in
such event (but only in such event) Assignor's rights under said Articles 38
and 39 of the Master Lease shall be deemed to have been assigned to Assignee
hereby.

               (b) Notwithstanding anything herein contained to the contrary, 
Assignor hereby expressly reserves unto itself all rights, claims and remedies 
(including, without limitation, all rights of contest and refund) under the 
Master Lease that accrue prior, or are otherwise applicable, to the period 
prior to the Effective Date.







<PAGE>


                  (c) Notwithstanding anything herein contained to the
contrary, if Assignor shall be unable to deliver to Assignee possession of the
Premises, or any part thereof, on the Effective Date for any reason
whatsoever, (i) Assignor shall have no liability to Assignee therefor, (ii)
the validity of this Assignment shall not be impaired by reason thereof and
(iii) the Effective Date of this Assignment shall be adjusted to the date on
which Assignor delivers possession of the Premises to Assignee; provided,
however, in the event that Assignor fails to deliver the Premises to Assignee
on or before December 31, 1998 (time being of the essence), Assignee shall
have the right, as its sole and exclusive remedy (unless Assignor willfully
and in bad faith retains possession of the Premises), to terminate this
Assignment upon written notice to Assignor. This Section 1 shall be an express
provision to the contrary for purposes of Section 223-a of the New York Real
Property Law and any other law of like import now or hereafter in effect.
Notwithstanding the foregoing, Assignor agrees to use reasonable efforts to
deliver possession of the Premises to Assignee on the Effective Date.

            2. Assignee hereby accepts the within assignment subject to all
the terms, covenants, conditions, provisions and agreements contained in the
Master Lease, and, assumes and agrees with Assignor and with Landlord to
perform and comply with and to be bound by all of the terms, covenants,
agreements, provisions and conditions of the Master Lease on the part of the
tenant thereunder to be performed from and after the Effective Date, in the
same manner and with the same force and effect as if Assignee had originally
executed the Master Lease as the tenant thereunder. Assignee shall indemnify,
defend and save harmless Assignor, its officers, agents, servants and
employees from and against any liability, expense, suit, damage, action or
charge including, without limitation, reasonable attorneys' fees, suffered or
incurred by Assignor by reason of (a) the failure of Assignee or those
claiming through or under Assignee to pay the Rental (as defined in the Master
Lease) from and after the Effective Date, (b) the breach by Assignee or those
claiming through or under Assignee of any of the other terms, covenants and
conditions of the Master Lease from and after the Effective Date or, (c)
death, personal injury or property damage (other than to the property of
Assignee) at the Building occurring on or after the Effective Date or (d) the
payment of the New York State and New York City Sales and Use Tax (including
any late fees, interest or penalties thereon), if any, imposed in connection
with this Assignment.

            3. (a) On the Effective Date (and as a condition precedent
thereto) Assignee shall (i) pay Assignor $37,000 (the "Special Payment") in
immediately available funds, (ii) execute and deliver a promissory note (the
"Note") substantially in the form of Exhibit A annexed hereto and (iii) if the
Effective Date is the first day of a month, make the payment required to be
made thereunder. The parties acknowledge that the principal amount of the Note
and the Schedule (as defined in the Note) are based

                                   -2-



<PAGE>


upon an Effective Date of February 1, 1998. If for any reason (other than the
acts or omissions of Assignee) the effective Date occurs after February 1,
1998 the principal amount of the Note shall be reduced (and the Schedule
appropriately adjusted) by the total Payment Amount (as shown on the Schedule)
attributable to the period between February 1, 1998 through and including the
day preceding the Closing Date, with an appropriate per diem adjustment if the
Effective Date is not the first day of a month.


                  (b) If at any time during the term of the Note, Assignor
receives an unsolicited or solicited proposal (an "Offer") from an
unaffiliated third party (an "Offeror") to purchase the Note and Assignor
desires to accept such Offer, Assignor shall deliver to Assignee a
certification (a "First Refusal Notice") executed by Assignor setting forth
the purchase price for the Note (or methodology for determining the purchase
price for the Note) set forth in the Offer. Assignee shall have the right of
first refusal (the "Refusal Option"), exercisable by notice (an "Acceptance
Notice") given to Assignor on or before the date which is 10 calendar days
after the date on which Assignee receives the First Refusal Notice to purchase
the Note on the terms and conditions set forth in the First Refusal Notice.

                  If Assignee fails to give an Acceptance Notice within the
10-day period described above, then Assignor may proceed to transfer the Note
for the price or in accordance with the methodology set forth in the First
Refusal Notice (subject to immaterial changes thereto), provided that if
Assignor fails to close the transfer contemplated by the First Refusal Notice
on terms no less favorable to Assignor than those set forth therein (subject
to immaterial changes) within 90 days from the last date on which Assignee was
permitted to deliver an Acceptance Notice hereunder with respect to such First
Refusal Notice (the "First Refusal Period"), then Assignor shall, if it
desires to sell the Note to an Offeror, again be required to offer Assignee
the right of first refusal in accordance with this Section and provided
further that if during any First Refusal Period, Assignor desires to make any
material changes to the applicable First Refusal Notice which would have the
effect of reducing the price payable to Assignor, Assignor shall submit a
revised First Refusal Notice to Assignee and Assignee shall have the right to
exercise its Refusal Option with respect to such revised First Refusal Notice
within ten (10) days following Assignee's receipt thereof. If Assignee timely
gives an Acceptance Notice, then within ten calendar days thereafter, Assignor
shall endorse the Note to Assignee without recourse, representation or
warranty against payment in immediately available funds of the purchase price
set forth (or determined in accordance with) the First Refusal Notice;
provided, however, that Assignor shall represent and warrant that it has not
encumbered, pledged, assigned or otherwise transferred, or suffered to be



                                  -3 -


<PAGE>


encumbered, pledged, assigned or otherwise transferred, all or any portion of
its interest in, to or under the Note.

                  Notwithstanding anything to the contrary contained herein,
Assignee shall not have a Refusal Option with respect to any sale or transfer
of the Note if the transferee is an Affiliate (as defined herein) or
subsidiary of Assignor, (but such a transferee shall be bound by the terms
hereof to the extent the same would be applicable to Assignor). "Affiliate"
shall mean any natural person or persons, a partnership, a corporation and any
other form of business or legal association or entity (collectively "Person"),
which shall Control, be under the Control of, or be under common Control with
the Person in question. "Control" shall mean ownership of more than fifty
(50%) of the outstanding voting stock of a corporation or other majority
equity and control interest if not a corporation and the possession of power
to direct or cause the direction of the management and policy of such
corporation or other entity, whether through the ownership of voting
securities, by statute or according to the provisions of a contract.
Notwithstanding anything to the contrary contained herein, if Assignee fails
to timely exercise the Refusal Option and the Note is transferred to an
Offeror, the Refusal Option shall terminate forever and shall not apply to the
transferee or any subsequent owner or holder of the Note.

            4. Assignor represents and warrants to Assignee that Assignor has
not (a) previously assigned the Master Lease other than pursuant to the Prior
Assignment or (b) sublet all or any portion of the Premises other than
pursuant to that certain Sublease (the "Sublease"), dated as of the date
hereof, between Assignor and Assignee. Prior to the Effective Date, Assignor
shall not (i) voluntarily surrender, cancel or terminate the Master Lease or
(ii) voluntarily amend the Master Lease or exercise any option under the
Master Lease, in each case, without the prior consent of Assignee.
Notwithstanding anything to the contrary contained herein, if the Master Lease
is terminated for any reason whatsoever, whether by operation of law or
otherwise, except through the default of Assignor, as tenant thereunder
(excluding a default caused by Assignee) or by reason of a breach by Assignor
of the foregoing covenant, Assignor shall not be responsible for such
termination.
            5. Assignor will be responsible for the cure of any monetary and
material non-monetary defaults on the part of Assignor under the Master Lease
existing as of the Effective Date. Assignor shall indemnify, defend and save
harmless Assignee, its officers, agents, servants and employees from and
against any liability, expense, suit, damage, action or charge including,
without limitation, reasonable attorneys' fees, suffered or incurred by
Assignee by reason of (a) the failure of Assignor to pay the Rental prior to
the Effective Date (except to the extent that such failure relates to the
failure of Assignee to pay the corresponding rental under the Sublease), (b)
the breach by Assignor


                                   -4-


<PAGE>


of any of the other monetary and material non-monetary terms, covenants and
conditions of the Master Lease prior to the Effective Date (except to the
extent that such breach relates to the breach of Assignee in performing the
corresponding obligation under the Sublease), (c) death, personal injury or
property damage (other than to the property of Assignor) at the Building
(other than within the premises demised to Assignee under the Sublease)
occurring prior to the Effective Date, (d) the payment of the City Transfer
Tax and the State Transfer Tax (as hereinafter defined) (including any late
fees, interest or penalties thereon) imposed in connection with this
Assignment or (e) the breach by Assignor of the covenants set forth in the
second sentence of Paragraph 4 hereof.

            6. On the Effective Date, Assignor shall pay the amount of the
Real Property Transfer Tax imposed by Chapter 21 of Title 11 of the
Administrative Code of the City of New York (the "City Transfer Tax") and the
Real Estate Transfer Tax imposed by Article 31 of the New York State Tax Law
(the "State Transfer Tax") in connection with this transaction by delivery to
the Commissioner of Finance and the New York State Department of Taxation and
Finance, respectively, of a certified check payable to the order of the
Commissioner of Finance in the amount of the City Transfer Tax and a certified
check payable to the order of the New York State Department of Taxation and
Finance in the amount of the State Transfer Tax, together with all returns
required by said statutes and the regulations issued pursuant to the authority
thereof, which shall be prepared by Assignor in form and substance reasonably
acceptable to Assignee, and shall be duly executed and acknowledged by both
Assignor and Assignee, as may be required. Assignor and Assignee hereby agree
that for purposes of computing the City Transfer Tax, the State Transfer Tax
and for all other purposes, consideration in the principal amount of the
Special Payment plus the principal amount of the Note shall be allocated to
the assignment of the Master Lease and that such amount is attributable solely
to the period ending on the Fixed Expiration Date (as defined in the Master
Lease) and to no other period thereunder.

            7. Except as expressly set forth herein, Assignor has not made and
does not make any representation as to the condition, expense or any other
matter or thing affecting or related to the Master Lease or the Premises or
the Assigned Items (as hereinafter defined) or any fixtures, equipment or
furnishings contained in the Premises and Assignee hereby expressly
acknowledges that no such representations have been made. Assignee agrees to
take the Premises on the Effective Date in its then "as is" condition and
Assignor shall have no obligation to perform any alterations, work or repairs
on behalf of Assignee or contribute any sums toward same, provided that the
Premises shall be delivered to Assignee vacant (other than any occupancy by
Assignee) and broom clean. Assignor is not liable or bound in any manner by
any verbal or written statements, representations, real estate broker's
"setups" or information pertaining to the


                                     - 5 -


<PAGE>


Master Lease, Premises, the Assigned Items or any fixtures, equipment or
furnishings contained in the Premises furnished by any real estate broker,
agent, employee or other person, unless the same are specifically set forth
herein. Assignor hereby represents and warrants that the Master Lease is true
and complete and that there are no other written agreements between Assignor
and Landlord with respect to the Premises (other than that certain letter,
dated September 6, 1996, from Landlord to Assignor (a true and complete copy
of which has been delivered to Assignee)) that would be binding on Assignee.
Nothing contained in this Paragraph 7 is intended to impair the obligations of
Assignor under Paragraph 5 hereof.

            8. The following items (the "Assigned Items") of Assignor will
remain in place on an "as is" "where is" basis or otherwise in the condition
such items are in as of the date hereof (normal wear and tear and, subject to
the last sentence of this section, damage by reason of fire or other casualty
excepted):

            a.  Private elevators serving the 3rd floor and ground floor lobby;

            b.  225 KVA emergency generator (EPS);

            c.  250 KVA UPS system plus seven power distribution units (PDU's);

            d.  Supplemental  air conditioning equipment (210  tons)  (which
                equipment is to be delivered in good working order);

            e.  Raised flooring and carpeting;

            f.  Dropped ceilings, lighting and built-in partitions;

            g.  Window treatments;

            h.  Custom millwork installations;

            1.  Security system equipment;

            j.  Fully equipped food service/lunch area;

            k.  Built-in audio visual equipment;

            1.  Category 5 cabling serving the Premises;

            m.  Approximately 210 trading desks inclusive of wiring but 
                exclusive of equipment;


                                  - 6 -


<PAGE>


            n.  High density filing systems; and

            o.  Two secure redundant points of entry in the Building (as
                permitted under the Master Lease) providing proprietary
                direct fiber optic service runs in conduit to the Premises
                without spliced connections.

in the event of a fire or casualty prior to the Effective Date, Assignor shall
use all reasonable efforts to cause Landlord to comply with his obligations
under the Master Lease to restore "Alterations" (as defined in the Master
Lease); and with respect to any of the Assigned Items that Landlord is not so
required to restore Assignor will, at its option either (i) restore the same
or (ii) assign its insurance proceeds therefor and, if necessary, pay any
additional monies to restore the same to Assignee. Notwithstanding anything
herein contained to the contrary, Assignor shall remove from the Premises all
of its movable equipment, furniture, furnishings, decorations and other items
of movable personal property (other than the Assigned Items) prior to the
Effective Date and shall have the right, but not the obligation, to remove
from the Premises all of its movable improvements and fixtures (other than the
Assigned Items) prior to the Effective Date (it being agreed that Assignor
shall be under no obligation whatsoever to remove from the Premises any items
that are affixed to the Premises).

            9. If the difference between (a) the sum of (i) Tenant's Tax Share
(as defined in the Master Lease) of Taxes (as defined in the Master Lease) for
the Tax Year commencing July 1, 1997 and ending June 30, 1998 (as finally
determined) plus (ii) Tenant's Operating Share (as defined in the Master
Lease) of Operating Expenses (as defined in the Master Lease) for the
Operating Year (as defined in the Master Lease) commencing January 1, 1998 and
ending December 31, 1998 (as finally determined) and (b) the sum of (i)
Tenant's Tax Share of Base Taxes (as defined in the Master Lease) (as finally
determined) plus (ii) Tenant's Operating Share of Base Operating Expenses (as
defined in the Master Lease) (as finally determined) is (x) greater than
$282,012.50, then Assignor shall owe to Assignee an amount equal to the
product of (1) such difference multiplied by (2) the number of years
(appropriately pro-rated in the case of any partial year) occurring during the
period (the "Payment Period") commencing on the Effective Date and ending on
the Fixed Expiration Date (as defined in the Master Lease) or (y) is less than
$282,012.50, then Assignee shall owe to Assignor an amount equal to the
product of (1) such difference multiplied by (2) the number of years
(appropriately prorated in the case of any partial year) occurring during the
Payment Period. The amount (the "Owed Amount") owed by a party pursuant to
this Paragraph 9 shall be paid to the other party in equal monthly
installments without interest on the first day of each month occurring during
the Payment Period and shall be evidenced by a promissory note substantially
in the form attached as Exhibit A hereto, with the exception that there shall


                                      -7-


<PAGE>


be no interest other than Default Interest (as defined in the Note) and there
shall be appropriate adjustments for the principal amount, the note provisions,
the obligor and the obligee. Such promissory note shall be executed and
delivered within 15 days after the Owed Amount has been finally determined;
provided, however, that the portion of the Owed Amount that would have been
payable pursuant to this sentence during the period commencing on the
Effective Date and ending on (and inclusive of) the first day of the month in
which such promissory note is so delivered shall be paid within 15 days after
the Owed Amount is finally determined. Assignor and Assignee agree to
reasonably cooperate with one another in good faith in making the
determinations required to be made pursuant to this Paragraph 9 and in dealing
with Prime Lessor in connection therewith.

            10. Assignor and Assignee each represent and warrant to the other
that it has not dealt or communicated with any broker in connection with this
transaction other than Jones Lang Wootton USA ("JLW") on behalf of Assignor
and DLJ Realty Services, Inc. ("DLJRSI", JLW and DLJRSI and sometimes
collectively referred to herein as "Broker") on behalf of Assignee. Assignor
agrees to indemnify, defend and save harmless Assignee from and against any
liability, expense, suit, damage, action or charge including, without
limitation, reasonable attorneys' fees, that Assignee may suffer or incur by
reason of the claim of JLW or any other broker (other than DLJRSI) which may
be asserted against the Assignee as a result of any dealings between Assignor
and JLW or any other broker. Assignee agrees to indemnify, defend and save
harmless Assignor from and against any liability, expense, suit, damage,
action or charge including, without limitation, reasonable attorneys' fees,
that Assignor may suffer or incur by reason of the claim of DLJRSI or any
other broker (other than JLW) which may be asserted against the Assignor as a
result of any dealings between the Assignee and DLJRSI or any other broker.
Assignor agrees to pay all commissions due Broker pursuant to separate
agreements between Assignor and Broker regarding this transaction.

            11. This Assignment is subject to, and shall become effective only
upon, the written consent of Landlord in accordance with all of the terms of
the Master Lease, in form and substance reasonably acceptable to Assignor and
Assignee, which consent Assignor and Assignee shall use all reasonable efforts
to obtain. In addition, Assignor and Assignee shall use all reasonable efforts
to obtain an estoppel certificate from Landlord in accordance with all of the
terms of the Master Lease, in form and substance reasonably acceptable to
Assignor and Assignee. Assignee shall promptly furnish to Landlord such
information as may be reasonably necessary to obtain such consent (including,
without limitation, all financial information regarding Assignee as is
required by Landlord to unconditionally and fully relieve Assignor of all of
Assignor's obligations under the Master Lease) and estoppel certificate and to
enter into such agreements among Landlord,

                                      -8-


<PAGE>


Assignor and Assignee as Landlord may reasonably require pursuant to the
Master Lease in connection with giving its consent to this Assignment and such
estoppel certificate. in the event such consent is denied, this Assignment
shall thereupon terminate and be of no further force or effect. In the event
such consent is not obtained on or prior to the 60th day following the date
hereof, then either party shall have the right to give written notice to the
other canceling this Assignment. Notwithstanding anything herein contained to
the contrary, in the event such estoppel certificate is not delivered by
Landlord or is not delivered in an acceptable form, then the same shall have
no affect whatsoever on the validity or effectiveness of this Assignment and
neither party shall have any liability to the other therefor.

            12. Each party hereby represents, warrants and covenants to the
other that (a) it is a duly formed and validly existing corporation with full
power and authority to enter into this Assignment and to perform its
obligations hereunder in accordance with its terms and (b) this Assignment has
been duly authorized, executed and delivered by it and constitutes the legal,
valid and binding obligation of such party.

            13. All prior understandings and agreements between the parties
with respect to the Master Lease and the Premises are merged within this
Assignment, which together with the Sublease fully and completely sets forth
the understanding of the parties.

            14. This Assignment may not be changed or terminated orally or in
any manner other than by an agreement in writing executed by both parties.

            15.   This Assignment shall be governed by the laws of the State of
New York.

            16. The covenants and agreements herein contained shall inure to
the benefit of and be binding upon the parties and their respective successors
and permitted assigns.

            17. This Assignment may be executed in several counterparts, each
of which shall be deemed an original. Such counterparts constitute but one and
the same instrument, which may be sufficiently evidenced by one counterpart.

            18. Any notice or demand which may be required or may be desired
to be given pursuant to this Assignment shall be in writing and given in
accordance with Article 26 of the Master Lease, addressed as follows:

If to Assignor:



                                  - 9 -


<PAGE>


SBC Warburg
222 Broadway
New York, NY 10038
Attn: Michael Lagana

with copies to: Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
Attn: Joshua Mermelstein, Esq.


If to Assignee:

Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, NY 10172
Attn: Raj Vakharia

with copies to: Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, N.Y. 10022
Attn: Wallace L. Schwartz, Esq.
Either party may, by notice in writing, direct that future notices or demands
be sent to a different address.

















                                    - 10 -



<PAGE>


     IN WITNESS WHEREOF, Assignor and Assignee have duly executed this
Assignment as of the 15 day of June, 1997.

                          SBC WARBURG INC.

                          By: /s/ Curt J. Snyder
                              -----------------
                              Name:  Curt J. Snyder
                              Title: Executive Director


                          By: /s/ Robert C. Errico
                              -------------------------
                              Name:  Robert C. Errico
                              Title: Executive Director


                          DONALDSON, LUFKIN & JENRETTE, INC.

                          By: /s/ Anthony F. Daddino
                              --------------------------
                              Name:  Anthony F. Daddino
                              Title: Executive Vice President &
                                     Chief Financial Officer






<PAGE>

State of New York   ) 
                      : ss.: 
County of New York  ) 

   On this 13th day of June 1997, before me personally came Curtis L. Snyder, 
to me known, who, being by me duly sworn, did depose and say that he resides 
at Chappaqua, NY; that he is the E. D. of SBC Warburg Inc., the corporation 
described in and which executed the foregoing instrument; and that he signed 
his name thereto by order of the Board of Directors of said corporation. 


                                                    NICHOLAS T. GANZ 
/s/ Nicholas T. Ganz                        Notary Public, State of New York 
----------------------                                No. 24-4966243 
Notary Public                                  Qualified in Westchester Cty 
                                          Commission Expires September 9, 
                                                          1997 

State of New York   ) 
                      : ss.: 
County of New York  ) 

   On this 13th day of June 1997, before me personally came Robert C. Errico, 
to me known, who, being by me duly sworn, did depose and say that he resides 
at Short Hills, NJ; that he is the E. D. of SBC Warburg Inc., the corporation 
described in and which executed the foregoing instrument; and that he signed 
his name thereto by order of the Board of Directors of said corporation. 

 



                                                   NICHOLAS T. GANZ 
/s/ Nicholas T. Ganz                      Notary Public, State of New York 
---------------------                               No. 24-4966243 
Notary Public                               Qualified in Westchester Cty 
                                          Commission Expires September 9, 
                                                          1997 

State of New York   ) 
                      : ss.: 
County of New York  ) 

   On this 13th day of June 1997, before me personally came Anthony F. 
Daddino, to me known, who, being by me duly sworn, did depose and say that he 
resides at Greenwich, CT; that he is the E. V. P. of 

                               12           
<PAGE>
Donaldson, Lufkin & Jenrette, Inc., the corporation described in and which 
executed the foregoing instrument; and that he signed his name thereto by 
order of the Board of Directors of said corporation. 


                                                    NICHOLAS T. GANZ 
/s/ Nicholas T. Ganz                        Notary Public, State of New York 
---------------------                                No. 24-4966243 
Notary Public                                 Qualified in Westchester Cty 
                                          Commission Expires September 9, 
                                                          1997 

                               13           

<PAGE>


                                  EXHIBIT A
                                                              DRAFT 6/13/97

                               PROMISSORY NOTE

$10,082,034.56                                               February __ 1998
                                                            New York, New York

            FOR VALUE RECEIVED, the undersigned, DONALDSON, LUFKIN & JENRETTE,
INC., a Delaware corporation, having an office at 277 Park Avenue, New York,
New York ("Obligor") promises to pay to the order of SBC WARBURG INC., a New
York corporation, having an office at 677 Washington Boulevard, Stamford,
Connecticut ("Obligee"), without set-off, counterclaim or deduction, the
principal sum of TEN MILLION EIGHTY-TWO THOUSAND THIRTY-FOUR AND 56/100
DOLLARS ($10,082,034.56) (the "Original Principal Amount"), together with
interest accruing from the date hereof on the unpaid principal balance from
time to time outstanding at the rate hereinafter provided.

                                     I.

                                 DEFINITIONS

            Obligor agrees that, for the purposes of this Promissory Note (the
"Note"), the following terms shall have the following respective meanings
ascribed thereto.

            1.1 "Base Rate" shall mean the highest rate of interest published
on the date of default by The Wall Street Journal, or its successor, as the
"prime rate" announced by banks and other lending institutions (or such other
term as may be used, from time to time, for the rate presently referred to as
the "prime rate").

            1.2 "Business Day" shall mean any day other than a Saturday,
Sunday, statutory holiday or other day on which banks in New York are required
by law to close.

            1.3  "Default Interest" shall have the meaning set forth in Section
2.2 hereof.

            1.4 "Default Rate" shall mean the lesser of (x) three (3)
percentage points above the then current Base Rate, and (y) the maximum rate
permitted by applicable law.

            1.5 "Dollars" shall mean dollars in lawful currency of The United
States of America.



                                 - 1 -


<PAGE>


            1.6  "Event of Default" shall have the meaning set forth in Section
3.1 hereof.

            1.7  "Excess Interest" shall have the meaning set forth in Section 
4.5 hereof.

            1.8 "Maturity Date" shall mean January 1, 2008, or such earlier
date the entire Outstanding Principal Balance is due and payable by reason of
the acceleration of the maturity of this Note.

            1.9 "Note" shall mean this Promissory Note as the same may
hereafter be amended or modified.

            1.10 "Obligated Parties" shall have the meaning set forth in 
Section 4.4 hereof.

            1.11 "Obligee" shall mean SBC Warburg Inc., a New York
corporation, having an office at 677 Washington Boulevard, Stamford,
Connecticut.

            1.12 "Obligor" shall mean Donaldson, Lufkin & Jenrette, Inc., a
Delaware corporation, having an office at 277 Park Avenue, New York, New York.

            1.13 "Original Principal Amount" shall mean $10,082,034.56.

            1.14 "Outstanding Principal Balance" shall mean at any time the
portion of the Original Principal Amount not then repaid.

            1.15 "Payment Date" shall mean the first day of February, 1998 and
the first day of each month thereafter through and including the Maturity
Date.

            1.16 "Schedule" shall mean the payment schedule attached hereto as
Exhibit A.

                                     II.
                 PAYMENT OF INTEREST AND PRINCIPAL

            2.1 Scheduled Payments of Interest and Principal. Subject to
Section 2.2 below, nine percent (9%) interest shall accrue on the Outstanding
Principal Balance. On each Payment Date the Obligor shall make principal and
interest payments in the amount set forth opposite such Payment Date on the
Schedule. Interest on the Outstanding Principal Balance shall be calculated
on the basis of twelve 30-day months, provided, however, that for portions of
the Outstanding Principal Balance or other amounts past due which are
outstanding for less than a full calendar month, interest on such amounts
shall be calculated on the basis of a 365-day year and the actual number of
days elapsed in any portion of a month for which interest may be due on such
portion of the Outstanding

                                  -2-


<PAGE>


Principal Balance. The Outstanding Principal Balance together with all accrued
and unpaid interest thereon shall be payable in full on the Maturity Date. All
payments in respect of this Note shall be paid by Obligor by wire transfer of
immediately available funds to such account as Obligee shall give notice of to
Obligor.

            2.2 Default Interest. If any payment of principal, interest or
other sum payable hereunder is not paid when due, such principal amount,
interest or other sum shall bear interest at the Default Rate from the date
due through and including the date such amount is properly paid. Without
limiting the foregoing, upon the occurrence of and during the continuance of
an Event of Default, the Outstanding Principal Balance and accrued and unpaid
interest shall bear interest at the Default Rate. Default Interest shall be
payable, from time to time, immediately upon demand.

            2.3 Principal and Interest at Maturity. The entire Outstanding
Principal Balance, any accrued and unpaid interest and any and all other sums
which are due and payable pursuant to the terms and provisions of the Note
shall be due and payable on the Maturity Date.

            2.4 Calculation of Default Interest. Default Interest on this Note
shall be calculated on the basis of twelve 30-day months, provided, however,
that for portions of the Outstanding Principal Balance or other amounts past
due which are outstanding for less than a full calendar month, Default
Interest on such amounts shall be calculated on the basis of a 365-day year
and the actual number of days elapsed in any portion of a month for which
Default Interest may be due on such portion of the Outstanding Principal
Balance or any accrued and unpaid interest.

            2.5 Place of Payment; Business Days. Payments to be made under this
Note are to be made at the office of Obligee first specified above or at such
other place as Obligee may from time to time in writing specify. If any
payment in respect of this Note becomes due and payable on any date which is
not a Business Day, such payment shall be payable on the next succeeding
Business Day.

            2.6 Order of Payments. Prior to an Event of Default, payments
received under this Note shall be applied first to the payment of amounts
other than principal and interest due hereunder; next to the payment of any
Default Interest due hereunder, next to the payment of any non-Default Interest
hereunder and last to the Outstanding Principal Balance. After an Event of
Default, payments made hereunder shall be applied in such manner as Obligee
may elect.

            2.7 No Prepayments. This Note is not prepayable. Obligor
acknowledges and agrees that if this Note is prepaid prior to the Maturity
Date for any reason, including, but not limited to, acceleration of the
Maturity Date by reason of any Event of Default, any subsequent tender of
payment of this Note made by Obligor or by


                                     - 3 -


<PAGE>


anyone on behalf of Obligor or otherwise, including, without limitation
during, or pursuant to, any federal or state bankruptcy, insolvency or similar
proceedings, shall constitute an evasion on the prohibition on prepayment set
forth herein, and accordingly, Obligor shall pay on the Prepayment Date
(hereinafter defined) in addition to the Outstanding Principal Balance and
accrued and unpaid interest thereon through to the Prepayment Date, a
Prepayment Premium (defined below). As used herein, "Prepayment Premium" shall
mean an amount, not less than zero, equal to the excess, if any of:

              (x) the present value on the date of prepayment or acceleration
              (the "Prepayment Date") of (A) all future monthly installments
              of principal and interest which Obligor would otherwise be
              required to pay under this Note through but excluding the
              Maturity Date absent such prepayment or acceleration and (B) the
              Outstanding Principal Balance and all interest thereon which
              would otherwise be due upon the Maturity Date absent such
              prepayment or acceleration, with such present value being
              determined by the use of a discount rate equal to the yield to
              maturity (on a "bond equivalent basis"), on the date which is 5
              Business Days prior to the Prepayment Date (the "Testing Date"),
              of the United States Treasury security (the "Comparison Treasury
              Security") with a maturity date closest to (before, on or after)
              the date which follows the Testing Date by a period equal to the
              then Remaining Weighted Average Life (as hereinafter defined),
              over

              (y)  the Outstanding Principal Balance being prepaid (or otherwise
              becoming due) on the Prepayment Date.

            In the event that the sum described in clause (x) of this Section
2.7 shall be equal to or less than the sum described in clause (v) of this
Section 2.7, the Prepayment Premium shall be equal to Zero Dollars ($0.00).

            "Remaining Weighted Average Lift" shall mean, with respect to any
Testing Date, a period of years (and/or fractions thereof) equal to the sum of
the monthly payments of principal (i.e., the amortizing portions of the
monthly installment payments of interest and principal) to be paid during the
remainder of the term of the Note (including any principal amount due at the
Maturity Date) which are allocable to the Outstanding Principal Balance then
being prepaid or accelerated, after such monthly payments of principal have
each been multiplied by a fraction, the numerator of which is the number of
years and fractions thereof from such Testing Date to the scheduled due date
for the payment of such monthly payments of principal and the denominator of
which is the Outstanding Principal Balance being prepaid or accelerated as of
such Testing Date. If there is more than one United States Treasury security
having a maturity date that is closest to (before, on or after) the then
Remaining Weighted Average Life, the selection of the Comparison Treasury
Security shall be at the sole option of Obligee. Nothing herein shall be
deemed to require Obligee to accept any prepayment.

                                      -4-


<PAGE>


                                     III.
                             DEFAULTS AND REMEDIES

            3.1 Occurrence of an Event of Default: Acceleration of Maturity
Date.

            Each of the following constitute an "Event of Default:"

            (a)         default in the payment of principal or other payment
                        hereunder when due and, with respect to any such
                        payment due other than on the Maturity Date,
                        continuance of such default for a period of ten (10)
                        days after notice of such default is given to Obligor,
                        or

            (b)         default in the performance or observance of any other
                        covenant or agreement of Obligor contained herein and
                        continuance of such default for a period of thirty
                        (30) days after notice of such default is given to
                        Obligor,

            (c)         (1) if Obligor shall commence or institute any case,
                        proceeding or other action (A) seeking relief on its
                        behalf as debtor, or to adjudicate it a bankrupt or
                        insolvent, or seeking reorganization, arrangement,
                        adjustment, winding-up, liquidation, dissolution,
                        composition or other relief with respect to it or its
                        debts under any existing or future law of any
                        jurisdiction, domestic or foreign, relating to
                        bankruptcy, insolvency, reorganization or relief or
                        debtors, or (B) seeking appointment of a receiver,
                        trustee, custodian or other similar official for it or
                        for all or any substantial part of its property; or

                        (2) if any case, proceeding or other action shall be
                        commenced against Obligor (A) seeking to have an order
                        for relief entered against it as debtor or to
                        adjudicate it a bankrupt or insolvent, or seeking
                        reorganization, arrangement, adjustment, winding-up,
                        liquidation, dissolution, composition or other relief
                        with respect to it or its debts under any existing or
                        future law of any jurisdiction, domestic or foreign,
                        relating to bankruptcy, insolvency, reorganization or
                        relief of debtors, or (B) seeking appointment of a
                        receiver, trustee, custodian or other similar official
                        for it or for all or any substantial part of its
                        property, which in either of such cases (i) results in
                        any such entry of an order for relief, adjudication or
                        bankruptcy or insolvency or such appointment or the
                        issuance or


                                     - 5 -


<PAGE>


                        entry of any other order having a similar effect or
                        (ii) remains undismissed for a period of sixty (60)
                        days.

Upon the occurrence of an Event of Default, and at any time thereafter, the
Obligee may cause, without additional notice to Obligor, the Outstanding
Principal Balance together with all accrued and unpaid interest to become at
once due and payable at the place of payment as aforesaid, and Obligee may
proceed to exercise any rights and remedies available to Obligee hereunder or
which Obligee may have at law, in equity or otherwise.

           3.2 Nature of Remedies. The remedies of Obligee as provided herein
shall be cumulative and concurrent, and may be pursued singularly,
successively or together, at the sole discretion of Obligee, and may be
exercised as often as occasion there for shall arise. No acceptance of a past
due installment or indulgence granted from time-to-time shall be construed to
be a waiver of the right to insist upon prompt payment thereafter or to
collect Default Interest retroactively or prospectively. Failure of Obligee,
for any period of time or on more than one occasion, to exercise its option to
accelerate the Maturity Date of this Note shall not constitute a waiver of the
right to exercise the same at any time thereafter or in the event of any
subsequent Event of Default. No act of omission or commission of Obligee,
including specifically any failure to exercise any right, remedy or recourse,
shall be deemed to be a waiver or release of the same; any such waiver or
release is to be effected only through a written document executed by Obligee
and then only to the extent specifically recited therein. A waiver or release
in connection with any one event shall not be construed as a waiver or release
of any subsequent event or as a bar to any subsequent exercise of Obligee's
rights or remedies hereunder or at law or in equity. Notice of the exercise of
any right or remedy granted to Obligee by this Note is not required to be
given.

           3.3 Payment of Attorneys' Fees and Costs. If: (i) this Note is
placed in the hands of an attorney for collection or enforcement, whether or
not any suit is brought on this Note or other proceeding is brought, or is
collected or enforced through any legal proceeding; (ii) an attorney is
retained to represent Obligee in any bankruptcy, reorganization, receivership,
or other proceedings affecting creditors' rights and involving a claim under
this Note; or (iii) an attorney is retained to represent Obligee in any other
proceedings whatsoever brought by third parties in connection with this Note,
then Obligor shall pay to Obligee on demand all reasonable attorneys' fees,
costs and expenses incurred in connection therewith, in addition to all other
amounts due hereunder.

                                     IV.
                          OTHER GENERAL AGREEMENTS

           4.1 Notices. All notices, demands, instructions and other
communications required or permitted to be given to or made upon either party
hereto or any other person shall be in writing and shall be personally
delivered, or sent by Federal

                                 -6 -


<PAGE>


Express, Express Mail or other nationally recognized overnight courier service
which provides for notice of receipt upon delivery, or sent by registered or
certified mail, postage prepaid, return receipt requested, and shall be deemed
to be given for purpose of this Note upon receipt. Unless otherwise specified
in a notice sent or delivered in accordance with the foregoing provisions of
this paragraph, notices, demands, instructions and other communications in
writing shall be given to or made upon the following persons at their
respective addresses indicated below:

If to Obligee:

SBC Warburg Inc.
Swiss Bank Corporate Center I
677 Washington Boulevard
Stamford, Connecticut 06901-3793
Attn: General Counsel

with copies to: Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
Attn: Joshua Mermelstein, Esq.


If to Obligor:

Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, NY 10172
Attn: Raj Vakharia
      Charles Hendrickson, Treasurer


with copies to: Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, N.Y. 10022
Attn: Wallace L. Schwartz, Esq.


Either party may, by notice in writing, direct that future notices or demands
be sent to a different address. Rejection or refusal to accept or inability to
deliver because of changed address of which no notice was given shall be
deemed a receipt of such notice. Notice for either party may be given by its
respective counsel. Except as otherwise specifically required herein, notice
of the exercise of any right or option granted to Obligee by this Note is not
required to be given.




                                  -7 -


<PAGE>


            4.2 Governing Law and Other Agreements. Obligor agrees that: (i)
this instrument and the rights and obligations of the parties hereunder shall
be governed by the laws of the State of New York, without reference to the
conflict of law principles of such State; and (ii) upon the Maturity Date,
Obligee shall not have any obligation to refinance the indebtedness evidenced
by this Note or to extend further credit to Obligor.

            4.3 Interpretation. The headings of sections and paragraphs in
this Note are for convenience only and shall not be construed in any way to
limit or define the content, scope, or intent of the provisions hereof. As
used in this Note, the singular shall include the plural, and masculine,
feminine, and neuter pronouns shall be fully interchangeable, where the
context so requires. The parties hereto intend and believe that each provision
in this Note comports with all applicable law. However, if any provision in
this Note is found by a court of law to be in violation of any applicable law,
and if such court should declare such provision of this Note to be unlawful,
void or unenforceable as written, then it is the intent of all parties to the
fullest possible extent that it is legal, valid and enforceable, that the
remainder of this Note shall be construed as if such unlawful, void or
unenforceable provision were not contained therein, and that the rights,
obligations and interests of Obligor and Obligee under the remainder of this
Note shall continue in full force and effect; provided, however, that if any
provision of this Note which is found to be in violation of any applicable law
concerning the imposition of interest hereunder, the rights, obligations and
interests of Obligor and Obligee with respect to the imposition of interest
hereunder shall be governed and controlled by the provisions of Paragraph 4.5
hereof. Time is of the essence of this Note.

            4.4 Waiver. Obligor and any and all others who are now or may
become liable for all or part of the obligations of Obligor under this Note,
including any guarantor of this Note or any of Obligor's obligations
hereunder, (collectively the "Obligated Parties") agree to be jointly and
severally bound hereby and jointly and severally, to the extent permitted by
law: (i) waive and renounce any and all redemption and exemption rights and
the benefit of all valuation and appraisement privileges against the
indebtedness evidenced by this Note or by any extension or renewal hereof;
(ii) waive presentment and demand for payment, notices of nonpayment and of
dishonor, protest of dishonor, and notice of protest; (iii) waive all notices
in connection with the delivery and acceptance hereof and all other notices in
connection with the performance, default, or enforcement of the payment hereof
or hereunder other than notices required as a condition to an Event of Default
occurring; (iv) waive any and all lack of diligence and delays in the
enforcement of the payment hereof; (v) agree that the liability of each of
Obligated Parties shall be unconditional and without regard to the liability
of any other person or entity for the payment hereof, and shall not in any
manner be affected by any indulgence or forbearance granted or consented to by
Obligee to any of them with respect hereto; (vi) consent to any and all
extensions of time, renewals, waivers or modifications that may be granted by
Obligee with respect to the payment or other provisions hereof

                                 -8 -


<PAGE>


and to the release of any security at any time given for the payment hereof,
or any part thereof, with or without substitution, and to the release of any
person or entity liable for the payment hereof; and (vii) consent to the
addition of any and all other makers, endorsers, guarantors, and other obligors
for the payment hereof, and to the acceptance of any and all other security
for the payment hereof, and agree that the addition of any such obligors or
security or the taking of any of the other acts described above, shall not
affect the liability of any of the Obligated Parties for the payment hereof.

            4.5 Excess Interest. It is agreed that, notwithstanding any
provision to the contrary in this Note, no such provision shall require the
payment or permit the collection of any amount in excess of the maximum amount
of interest permitted by law ("Excess Interest") to be charged for the use or
detention, or the forbearance in the collection, of all or any portion of the
indebtedness evidenced by this Note. If any Excess Interest is provided for,
or is adjudicated to be provided for, in this Note, or in any other
instrument, then in such event:

            (a)  the provisions of this paragraph shall govern and control;

            (b)  neither Obligor nor any of the other Obligated Parties shall be
                 obligated to pay any Excess Interest;

            (c)  any Excess Interest that Obligee may have received hereunder
                 shall, at the option of Obligee, be (i) applied as a credit
                 against the then Outstanding Principal Balance due under this
                 Note, accrued and unpaid interest thereon not to exceed the
                 maximum amount permitted by law, or both, (ii) refunded to
                 the payor thereof, or (iii) any combination of the foregoing;

            (d)  the applicable interest rate or rates shall be automatically
                 subject to reduction to the maximum lawful rate and this Note
                 shall be deemed to have been, and shall be, reformed and
                 modified to reflect such reduction in such interest rate or
                 rates; and

            (e)  neither Obligor nor any of the other Obligated Parties shall
                 have any action or remedy against Obligee for any damages
                 whatsoever or any defense to enforcement of the Note arising
                 out of the payment or collection of any Excess Interest.

            4.6 Successors, Obligees and Assigns. Upon any endorsement,
assignment or other transfer of this Note by Obligee or by operation of law,
the term "Ob1igee," as used herein, shall mean such endorsee, assignee, or
other transferee or successor to Obligee then becoming the holder of this
Note. This Note shall inure to the benefit of Obligee and its successors and
assigns and shall be binding upon the

                                  -9-


<PAGE>


undersigned and its successors and assigns. The terms "Obligor" and "Obligated
Parties," as used herein, shall include the respective successors, assigns,
legal and personal representatives, executors, administrators, devisees,
legatees and heirs of Obligor and any other Obligated Parties.

            4.7 Miscellaneous. This Note may not be modified, amended,
changed, discharged or terminated except by an instrument in writing signed by
the party against whom enforcement of any such modification, amendment,
change, discharge or termination is sought. This Note shall be construed
without regard to any presumption or other rule requiring construction against
the party causing this Note to be drafted.

            4.8 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW,
OBLIGOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
COUNTERCLAIM OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF
THIS PARAGRAPH 4.8.

            4.9 Jurisdiction, Venue, Service of Process. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK, IN NEW YORK COUNTY OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK. OBLIGOR HEREBY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. OBLIGOR IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO OBLIGOR AT ITS ADDRESS FOR NOTICES PURSUANT TO
PARAGRAPH 4.1 HEREOF. OBLIGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS NOTE BROUGHT
IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF OBLIGEE TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST OBLIGOR IN ANY OTHER JURISDICTION.

            4.10 Successors. This Note shall be binding upon and shall inure
to the benefit of each of the parties hereto and their respective successors
and assigns.


                                    - 10 -


<PAGE>


            4.11 No Modifications. The terms of this Note may not be modified,
amended, changed or terminated orally, but only by an agreement in writing
signed by the parties against whom enforcement of such modification,
amendment, change or termination is sought.
































                                    - 11 -



<PAGE>

   IN WITNESS WHEREOF, Obligor has through its duly authorized officer, 
executed and delivered this Note as of the day and year first above written. 

                                          DONALDSON, LUFKIN & JENRETTE, INC. 
                                          a Delaware Corporation 
                                          By: 
                                              ------------------------------- 
                                              Name: 
                                              ------------------------------- 
                                              Title: 
                                              ------------------------------- 

                               12           
<PAGE>
                                  EXHIBIT A 
                             Schedule of Payments 

<TABLE>
<CAPTION>
                                                              OUTSTANDING 
 PAYMENT    PAYMENT    PAYMENT     APPLIED TO   APPLIED TO     PRINCIPAL 
  NUMBER     DATE     AMOUNT ($)  INTEREST ($) PRINCIPAL ($)  BALANCE ($) 
--------- --------- ------------ ------------ ------------- -------------- 
<S>       <C>       <C>          <C>          <C>           <C>
      1      2/1/98   172,564.79          --    172,564.79    9,909,469.76 
      2      3/1/98   172,564.79   74,321.02     98,243.77    9,811,226.00 
      3      4/1/98   172,564.79   73,584.19     98,980.60    9,712,245.40 
      4      5/1/98   172,564.79   72,841.84     99,722.95    9,612,522.45 
      5      6/1/98   172,564.79   72,093.92    100,470.87    9,512,051.57 
      6      7/1/98   172,564.79   71,340.39    101,224.40    9,410,827.17 
      7      8/1/98   172,564.79   70,581.20    101,983.59    9,308,843.58 
      8      9/1/98   172,564.79   69,816.33    102,748.46    9,206,095.12 
      9     10/1/98   172,564.79   69,045.71    103,519.08    9,102,576.04 
     10     11/1/98   172,564.79   68,269.32    104,295.47    8,998,280.57 
     11     12/1/98   172,564.79   67,487.10    105,077.69    8,893,202.88 
     12      1/1/99   172,564.79   66,699.02    105,865.77    8,787,337.11 
     13      2/1/99   172,564.79   65,905.03    106,659.76    8,680,677.35 
     14      3/1/99   172,564.79   65,105.08    107,459.71    8,573,217.63 
     15      4/1/99   172,564.79   64,299.13    108,265.66    8,464,951.98 
     16      5/1/99   172,564.79   63,487.14    109,077.65    8,355,874.32 
     17      6/1/99   132,277.29   62,669.06     69,608.22    8,286,266.09 
     18      7/1/99   132,277.29   62,147.00     70,130.30    8,216,135.79 
     19      8/1/99   132,277.29   61,621.02     70,656.27    8,145,479.52 
     20      9/1/99   132,277.29   61,091.10     71,186.20    8,074,293.32 
     21     10/1/99   132,277.29   60,557.20     71,720.09    8,002,573.23 
     22     11/1/99   132,277.29   60,019.30     72,257.99    7,930,315.24 
     23     12/1/99   132,277.29   59,477.36     72,799.93    7,857,515.31 
     24      1/1/00   132,277.29   58,931.36     73,345.93    7,784,169.39 
     25      2/1/00   132,277.29   58,381.27     73,896.02    7,710,273.36 
     26      3/1/00   132,277.29   57,827.05     74,450.24    7,635,823.12 
     27      4/1/00   132,277.29   57,268.67     75,008.62    7,560,814.51 
     28      5/1/00   132,277.29   56,706.11     75,571.18    7,485,243.32 
     29      6/1/00   132,277.29   56,139.32     76,137.97    7,409,105.36 
     30      7/1/00   132,277.29   55,568.29     76,709.00    7,332,396.35 
     31      8/1/00   132,277.29   54,992.97     77,284.32    7,255,112.04 
     32      9/1/00   132,277.29   54,413.34     77,863.95    7,177,248.08 
     33     10/1/00   132,277.29   53,829.36     78,447.93    7,098,800.15 
     34     11/1/00   132,277.29   53,241.00     79,036.29    6,019,763.86 
     35     12/1/00   132,277.29   52,648.23     79,629.06    6,940,134.80 
     36      1/1/01   132,277.29   52,051.01     80,226.28    6,859,908.52 
     37      2/1/01   132,277.29   51,449.31     80,827.98    6,779,080.54 
     38      3/1/01   132,277.29   50,843.10     81,434.19    6,697,646.35 
     39      4/1/01   132,277.29   50,232.35     82,044.94    6,615,601.41 
     40      5/1/01   132,277.29   49,617.01     82,660.28    6,532,941.13 
     41      6/1/01   132,277.29   48,997.06     83,280.23    6,449,660.90 
     42      7/1/01   132,277.29   48,372.46     83,904.83    6,365,756.06 
     43      8/1/01   132,277.29   47,743.17     84,534.12    6,281,221.94 
     44      9/1/01   132,277.29   47,109.16     85,168.13    6,196,053.81 
     45     10/1/01   132,277.29   46,470.40     85,806.89    6,110,246.92 
     46     11/1/01   132,277.29   45,826.85     86,450.44    6,023,796.48 
     47     12/1/01   132,277.29   45,178.47     87,098.82    5,936,697.67 
     48      1/1/02   132,277.29   44,525.23     87,752.06    5,848,945.61 
     49      2/1/02   132,277.29   43,867.09     88,410.20    5,760,535.41 
     50      3/1/02   132,277.29   43,204.02     89,073.28    5,671,462.13 
     51      4/1/02   132,277.29   42,535.97     89,741.33    5,581,720.81 
     52      5/1/02   132,277.29   41,862.91     90,414.39    5,491,306.42 
     53      6/1/02   132,277.29   41,184.80     91,092.49    5,400,213.93 
     54      7/1/02   132,277.29   40,501.60     91,775.69    5,308,438.24 
     55      8/1/02   132,277.29   39,813.29     92,464.00    5,215,974.23 
     56      9/1/02   132,277.29   39,119.81     93,157.48    5,122,816.75 
     57     10/1/02   132,277.29   38,421.13     93,856.17    5,028,960.58 
     58     11/1/02   132,277.29   37,717.20     94,560.09    4,934,400.50 
     59     12/1/02   132,277.29   37,008.00     95,269.29    4,839,131.21 
     60      1/1/03   132,277.29   36,293.48     95,983.81    4,743,147.40 
 

<PAGE>
                                                              OUTSTANDING 
 PAYMENT    PAYMENT    PAYMENT     APPLIED TO   APPLIED TO     PRINCIPAL 
  NUMBER     DATE     AMOUNT ($)  INTEREST ($) PRINCIPAL ($)  BALANCE ($) 
--------- --------- ------------ ------------ ------------- -------------- 
     61      2/1/03   132,277.29   35,573.61     96,703.69     4,646.443.7 
     62      3/1/03   132,277.29   34,848.33     97,428.96     4,549,014.7 
     63      4/1/03   132,277.29   34,117.61     98,159.68     4,450,855.0 
     64      5/1/03   132,277.29   33,381.41     98,895.88     4,351,959.1 
     65      6/1/03   132,277.29   32,639.69     99,637.60     4,252,321.5 
     66      7/1/03   132,277.29   31,892.41    100,384.88     4,151,936.7 
     67      8/1/03   132,277.29   31,139.53    101,137.77     4,050,798.9 
     68      9/1/03   132,277.29   30,380.99    101,896.30     3,948,902.6 
     69      10/1/0    91,989.79   29,616.77     62,373.02     3,886,529.6 
     70     11/1/03    91,989.79   29,148.97     62,840.82     3,823,688.8 
     71     12/1/03    91,989.79   28,677.67     63,312.13     3,760,376.6 
     72      1/1/04    91,989.79   28,202.83     63,786.97     3,696,589.7 
     73      2/1/04    91,989.79   27,724.42     64,265.37     3,632,324.3 
     74      3/1/04    91,989.79   27,242.43     64,747.36     3,467,576.9 
     75      4/1/04    91,989.79   26,756.83     65,232.96     3,502,344.0 
     76      5/1/04    91,989.79   26,267.58     65,722.21     3,436,621.8 
     77      6/1/04    91,989.79   25,774.66     66,215.13     3,370,406.6 
     78      7/1/04    91,989.79   25,278.05     66,711.74     3,803,694.9 
     79      8/1/04    91,989.79   24,777.71     67,212.08     3,236,482.8 
     80      9/1/04    91,989.79   24,273.62     76,716.17     3,168,766.6 
     81     10/1/04    91,989.79   23,765.75     68,224.04     3,100,542.6 
     82     11/1/04    91,989.79   23,254.07     68,735.72     3,031,806.9 
     83     12/1/04    91,989.79   22,738.55     69,251.24     2,962,555.6 
     84      1/1/05    91,989.79   22,219.17     69,770.62     2,892,785.0 
     85      2/1/05    91,989.79   21,695.89     70,293.90     2,822,491.1 
     86      3/1/05    91,989.79   21,168.68     70,821.11     2,751,670.0 
     87      4/1/05    91,989.79   20,637.53     71,352.27     2,680,317.7 
     88      5/1/05    91,989.79   20,102.38     71,887.41     2,608,430.3 
     89      6/1/05    91,989.79   19,563.23     72,426.56     2,536,003.2 
     90      7/1/05    91,989.79   19,020.03     72,969.76     2,463,034.0 
     91      8/1/05    91,989.79   18,472.76     73,517.04     2,389,517.0 
     92      9/1/05    91,989.79   17,921.38     74,068.41     2,015,448.6 
     93     10/1/05    91,989.79   17,365.86     74,623.93     2,240,824.6 
     94     11/1/05    91,989.79   16,806.29     75,183.61     2,165,641.0 
     95     12/1/05    91,989.79   16,242.31     75,747.48     2,089,893.5 
     96      1/1/06    91,989.79   15,674.20     76,315.59     2,013,577.3 
     97      2/1/06    91,989.79   15,101.83     76,887.96     1,936,690.2 
     98      3/1/06    91,989.79   14,525.18     77,464.62     1,859,225.0 
     99      4/1/06    91,989.79   13,944.19     78,045.60     1,781,179.0 
    100      5/1/06    91,989.79   13,358.85     78,630.94     1,702,548.0 
    101      6/1/06    91,989.79   12,769.12     79,220.68     1,623,328.2 
    102      7/1/06    91,989.79   12,174.96     79,814.83     1,543,513.2 
    103      8/1/06    91,989.79   11,576.35     80,413.44     1,463,099.9 
    104      9/1/06    91,989.79   10,973.25     81,016.54     1,382,083.0 
    105     10/1/06    91,989.79   10,365.63     81,624.17     1,300,459.2 
    106     11/1/06    91,989.79    9,753.44     82,236.35     1,218,222.3 
    107     12/1/06    91,989.79    9,136.67     82,853.12     1,135,369.0 
    108      1/1/07    91,989.79     8,515.27     83,474.52    1,051,895.2 
    109      2/1/07    91,989.79     7,889.21     84,100.58      967,794.0 
    110      3/1/07    91,989.79     7,258.46     84,731.33      883,063.0 
    111      4/1/07    91,989.79     6,622.97     85,366.82      797,696.0 
    112      5/1/07    91,989.79     5,982.72     86,007.07      711,689.0 
    113      6/1/07    91,989.79     5,337.67     86,652.12      625,037.0 
    114      7/1/07    91,989.79     4,687.78     87,302.01      537,735.0 
    115      8/1/07    91,989.79     4,033.01     87,956.78      449,778.0 
    116      9/1/07    91,989.79     3,373.34     88,616.45      361,162.0 
    117     10/1/07    91,989.79     2,708.72     89,281.08      271,881.0 
    118     11/1/07    91,989.79     2,039.11     89,950.68      181,930.0 
    119     12/1/07    91,989.79     1,364.48     90,625.31       91,305.0 
    120      1/1/08    91,989.79       684.79     91,305.00            0.0 
</TABLE>

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