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                                                                    EXHIBIT 10.5
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                          STANDARD FORM OF LOFT LEASE
                    THE REAL ESTATE BOARD OF NEW YORK, INC.
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AGREEMENT OF LEASE, made as of this 26 day of April 1999, between 162 Associates
LLC, having an address at Helmsley-Spear, Inc., 60 East 42nd Street, New York,
New York 10165, party of the first part, hereinafter referred to as OWNER, and
Fort Point Partners, Inc., having an address at 55 Broad Street, New York, New
York 10004, party of the second part, hereinafter referred to as TENANT,

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
entire eighth (8th) floor in the building known as 162 Fifth Avenue in the
Borough of Manhattan, City of New York, for the term of ten (10) years (or until
such term shall sooner cease and expire as hereinafter provided) to commence on
the 1st day of May nineteen hundred and ninety-nine, and to end on the 30th day
of April, 2009 and both dates inclusive, at an annual rental rate of See Rider

which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).

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

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

RENT:

1.   Tenant shall pay the rent as above and as hereinafter provided.

OCCUPANCY:

2.   Tenant shall use and occupy demised premises for executive and general
offices provided such use is in accordance with the certificate of occupancy for
the building, if any, and for no other purpose.

ALTERATIONS:

3.   Tenant shall make no changes in or to the demised premises of any nature
without Owner's prior written consent. Subject to the prior written consent of
Owner, and to the provisions of this article, Tenant, at Tenant's expense, may
make alterations, installations, additions or improvements which are
nonstructural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises using
contractors or mechanics first approved in each instance by Owner. Tenant
shall, at its expense, before making any alterations, additions, installations
or improvements obtain all permits, approval and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates
of final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner. Tenant agrees to carry and will
cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as
Owner may require. If any mechanic's lien is filed against the demised
premises, or the building of which the same forms a part, for work claimed to
have been done for, or materials furnished to, Tenant, whether or not done
pursuant to this article, the same shall be discharged by Tenant within thirty
days thereafter, at Tenant's expense, by payment or filing the bond required by
law or otherwise. All fixtures and all paneling, partitions, railings and like
installations, installed in the premises at any time, either by tenant or by
Owner on Tenant's behalf, shall, upon installation, become the property of
Owner and shall remain upon and be surrendered with the demised premises unless
Owner, by notice to Tenant no later than twenty days prior to the date fixed as
the termination of this lease, elects to relinquish Owner's right thereto and
to have them removed by Tenant, in which event the same shall be removed from
the demised premises by Tenant prior to the expiration of the lease, at
Tenant's expense. Nothing in this Article shall be construed to give Owner
title to or to prevent Tenant's removal of trade fixtures, moveable office
furniture and equipment, but upon removal of any such from the premises or upon
removal of other installations as may be required by Owner, Tenant shall
immediately and at its expense, repair and restore the premises to the
condition existing prior to installation and repair any damage to the demised
premises or the building due to such removal. All property permitted or
required to be removed by Tenant at the end of the term remaining in the
premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either be retained as Owner's property or removed from the
premises by Owner, at Tenant's expense.

REPAIRS:

4.   Owner shall maintain and repair the exterior of and the public portions of
the building. Tenant shall, throughout the term of this lease, take good care
of the demised premises including the bathrooms and lavatory facilities (if the
demised premises encompass the entire floor of the building) and the windows
and window frames and, the fixtures and appurtenances therein and at Tenant's
sole cost and expense promptly make all repairs thereto and to the building,
whether structural or non-structural in nature, caused by or resulting from the
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
servants, employees, invitees, or licensees, and whether or not arising from
such Tenant conduct or omission, when required by other provisions of this
lease, including Article 6. Tenant shall also repair all damage to the building
and the demised premises caused by the moving of Tenant's fixtures, furniture
or equipment. All the aforesaid repairs shall be of quality or class equal to
the original work or construction. If Tenant fails, after ten days notice, to
proceed with due diligence to make repairs required to be made by Tenant, the
same may be made by the Owner at the expense of Tenant, and the expenses thereof
incurred by Owner shall be collectible, as additional rent, after rendition of
a bill or statement therefor. If the demised premises be or become invested
with vermin, Tenant shall, at its expense, cause the same to be exterminated.
Tenant shall give Owner prompt notice of any defective condition in any
plumbing, heating system or electrical lines located in the demised premises
and following such notice, Owner shall remedy the condition with due diligence,
but at the expense of Tenant, if repairs are necessitated by damage or injury
attributable to Tenant, Tenant's servants, agents, employees, invitees or
licensees as aforesaid. Except as specifically provided in Article 9 or
elsewhere in this lease, there shall be no allowance to the Tenant for a
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner, Tenant or
others making or failing to make any repairs, alterations, additions or
improvements in or to any portion of the building or the demised premises or in
and to the fixtures, appurtenances or equipment thereof. It is specifically
agreed that Tenant shall not be entitled to any set off or reduction of rent by
reason of any failure of Owner to comply with the covenants of this or any
other article of this lease. Tenant agrees that Tenant's sole remedy at law in
such instance will be by way of any action for damages for breach of contract.
The provisions of this Article 4 with respect to the making of repairs shall
not apply in the case of fire or other casualty with regard to which Article 9
hereof shall apply.

WINDOW CLEANING:

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

REQUIREMENTS OF LAW, FIRE INSURANCE:

6.   prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter Tenant shall, at Tenant's sole cost and
expense, promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments,
departments, commissions and boards and any direction of any public officer
pursuant to law, and all orders, rules and regulations of the New York Board of
Fire Underwriters, or the Insurance Services Office, or any similar body which
shall impose any violation, order or duty upon Owner or Tenant with respect to
the demised premises, whether or not arising out of Tenant's use or manner of
use thereof, or, with respect to the building, if arising out of Tenant's use
or manner of use of the demised premises of the building (including the use
permitted under the lease). Except as provided in Article 30 hereof, nothing
herein shall require Tenant to make structural repairs or alterations unless
Tenant has, by its manner of use of the demised premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto. Tenant shall not do or

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permit any act or thing to be done in or to the demised premises which is
contrary to law, or which will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner. Tenant shall not keep anything in the demised premises except
as now or hereafter permitted by the Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization and other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over than in effect prior to the commencement of
Tenant's occupancy. If by reason of failure to comply with the foregoing the
first insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Owner, as addition rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Owner which shall have been charged because of such
failure by Tenant. In any action or proceeding wherein Owner and Tenant are
parties, a schedule or "make-up" or rate for the building or demised premises
issued by a body making fire insurance rates applicable to said premises shall
be conclusive evidence of the facts therein stated and of the several items and
charges in the fire insurance rates then applicable to said premises. Tenant
shall not place a loan upon any floor of the demised premises exceeding the
floor load per square foot area which it was designed to carry and which is
allowed by law. Owner reserves the right to prescribe the weight and position of
all safes, business machines and mechanical equipment. Such installations shall
be placed and maintained by Tenant, at Tenant's expense, in settings sufficient,
in Owner's judgement, to absorb and prevent vibration, noise and annoyance.

SUBORDINATION:

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

TENANT'S LIABILITY INSURANCE PROPERTY LOSS, DAMAGE, INDEMNITY:

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

DESTRUCTION, FIRE AND OTHER CASUALTY:

9.  (a) If the demised premises or any part thereof shall be damaged by fire or
other casualty, Tenant shall give immediate notice thereof to Owner and this
lease shall continue in full force and effect except as hereinafter set forth.
(b) If the demised premises are partially damaged or rendered partially unusable
by fire or other casualty, the damages thereto shall be repaired by and at the
expense of Owner and the rent and other items of additional rent, until such
repair shall be substantially completed, shall be apportioned from the day
following the casualty according to the part of the premises which is usable.
(c) If the demised premises are totally damaged or rendered wholly unusable by
fire or other casualty, then the rent and other items of additional rent as
hereinafter expressly provided shall be proportionately paid up to the time of
the casualty and thenceforth shall cease until the date when the premises shall
have been repaired and restored by Owner (or sooner reoccupied in part by Tenant
then rent shall be apportioned as provided in subsection (b) above), subject to
Owner's right to elect not to restore the same as hereinafter provided. (d) If
the demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within 90 days after such fire or casualty, or 30 days after adjustment of
the insurance claim for such fire or casualty, whichever is sooner, specifying a
date for the expiration of the lease, which date shall not be more than 60 days
after the giving of such notice, and upon the date specified in such notice the
term of this lease shall expire as fully and completely as if such date were the
date set forth above for the termination of this lease and Tenant shall
forthwith quit, surrender and vacate the premises without prejudice however, to
Owner's rights and remedies against Tenant under the lease provisions in effect
prior to such termination, and any rent owing shall be paid up to such date and
any payments of rent made by Tenant which were on account of any period
subsequent to such date shall be returned to Tenant. Unless Owner shall serve a
termination notice as provided for herein, Owner shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition, subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Owner's control. After any such casualty, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice form Owner that the premises are
substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove
shall relieve Tenant from liability that may exist as a result of damage from
fire or other casualty. Notwithstanding the foregoing, including Owner's
obligation to restore under subparagraph (b) above, each party shall look first
to any insurance in its favor before making any claim against the other party
for recovery for loss or damage resulting from fire or other casualty, and to
the extent that such insurance is in force and collectible and to the extent
permitted by law, Owner and Tenant each hereby releases and waives all right of
recovery with respect to subparagraphs (b), (d) and (e) above, against the other
or any one claiming through or under each of them by way of subrogation or
otherwise. The release and waiver herein referred to shall be deemed to include
any loss or damage to the demised premises and/or to any personal property,
equipment, trade fixtures, goods and merchandise located therein. The foregoing
release and waiver shall be in force only if both releasors' insurance policies
contain a clause providing that such a release or waiver shall not invalidate
the insurance. If, and to the extent, that such waiver can be obtained only by
the payment of additional premiums, then the party benefitting from the waiver
shall pay such premium within ten days after written demand or shall be deemed
to have agreed that the party obtaining insurance coverage shall be free of any
further obligation under the provisions hereof with respect to waiver of
subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant's
furniture and/or furnishings or any fixtures or equipment, improvements, or
appurtenances removable by Tenant and agrees that Owner will not be obligated to
repair any damage thereto or replace the same. (f) Tenant hereby waives the
provisions of Section 227 of the Real Property Law and agrees that the
provisions of this article shall govern and control in lieu thereof.

EMINENT DOMAIN:

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

ASSIGNMENT, MORTGAGE, ETC.:

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

ELECTRIC CURRENT:

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

ACCESS TO PREMISES:

13. Owner or Owner's agents shall have the right (but shall not be obligated) to
enter the demised premises in any emergency at any time, and, at other
reasonable times, to examine the same and to make such repairs, replacements and
improvements as Owner may deem necessary and reasonably desirable to any portion
of the building or which Owner may elect to perform in the premises after
Tenant's failure to make repairs or perform any work which Tenant is obligated
to perform under this lease, or for the purpose of complying with laws,
regulations and other directions of governmental authorities. Tenant shall
permit Owner to use and maintain and replace pipes and conduits in and through
the demised premises and to erect new pipes and conduits therein provided,
wherever possible, they are within walls or otherwise concealed. Owner may,
during the progress of any work in the demised premises, take all necessary
materials and equipment into said premises without the same constituting an
eviction nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to any damages by reason of loss or interruption of
business or otherwise. Throughout the term hereof Owner shall have the right to
enter the demised premises at reasonable hours for the purpose of showing the
same to prospective purchasers or mortgagees of the building, and during the
last six months of the term for the purpose of showing the same to prospective
tenants and may, during said six months period, place upon
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the demised premises the usual notice "To Let" and "For Sale" which notices
Tenant shall permit to remain thereon without molestation. If Tenant is not
present to open and permit an entry into the demised premises, Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly and provided reasonable care is exercised to safeguard
Tenant's property, such entry shall not render Owner or its agents liable
therefor, nor in any event shall the obligations of Tenant hereunder be
affected. If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property therefrom. Owner may immediately enter,
alter, renovate or redecorate the demised premises without limitation or
abatement of rent, or incurring liability to Tenant for any compensation and
such act shall have no effect on this lease or Tenant's obligation hereunder.

VAULT, VAULT SPACE, AREA:

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

OCCUPANCY:

15.  Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of which the
demised premises are a part. Tenant has inspected the premises and accepts them
as is, subject to the riders annexed hereto with respect to Owner's work, if
any. In any event, Owner makes no representation as to the condition of the
premises and Tenant agrees to accept the same subject to violations, whether or
not of record. If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business, Tenant shall be responsible for
and shall procure and maintain such license or permit.

BANKRUPTCY:

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

     (b)  It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rental reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%)  per annum. If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

DEFAULT:

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

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

REMEDIES OF OWNER AND WAIVER OF REDEMPTION:

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

FEES AND EXPENSES:

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

BUILDING ALTERATIONS AND MANAGEMENT:

20.  Owner shall have the right at any time without the same constituting an
eviction and without incurring liability to Tenant therefor to change the
arrangement and or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the building and
to change the name, number or designation by which the building may be known.
There shall be no allowance to tenant for diminution of rental value and no
liability on the part of Owner by reason of inconvenience, annoyance or injury
to business arising from Owner or other Tenant making any repairs in the
building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition of
any controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants.



<PAGE>   4
NO REPRESENTATIONS BY OWNER:

21. Neither Owner nor Owner's agents have made any representations or promises
with respect to the physical condition of the building, the land upon which it
is erected or the demised premises, the rents, leases, expenses of operation or
any other matter or thing affecting or related to the demised premises or the
building except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised premises and is thoroughly acquainted with their condition and
agrees to take the same "as is" on the date possession is tendered and
acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory agreement hereafter made shall be ineffective to
change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought.

END OF TERM:

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

QUIET ENJOYMENT:

23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and
additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the premises hereby demised, subject, nevertheless, to the
terms and conditions of this lease including, but not limited to, Article 34
hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.

FAILURE TO GIVE POSSESSION:

24. If Owner is unable to give possession of the demised premises on the date of
the commencement of the term hereof, because of the holding-over or retention of
possession of any tenant, undertenant or occupants or if the demised premises
are located in a building being constructed, because such building has not been
sufficiently completed to make the premises ready for occupancy or because of
the fact that a certificate of occupancy has not been procured or if Owner has
not completed any work required to be performed by Owner, or for any other
reason, Owner shall not be subject to any liability for failure to give
possession on said date and the validity of the lease shall not be impaired
under such circumstances, nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for Owner's inability to obtain possession or complete
any work required) until after Owner shall have given Tenant notice that Owner
is able to deliver possession in the condition required by this lease. If
permission is given to Tenant to enter into the possession of the demised
premises or to occupy premises other than the demised premises prior to the date
specified as the commencement of the term of this lease, Tenant covenants and
agrees that such possession and/or occupancy shall be deemed to be under all the
terms, covenants, conditions and provisions of this lease, except the obligation
to pay the fixed annual rent set forth in page one of this lease. The provisions
of this article are intended to constitute "an express provision to the
contrary" within the meaning of Section 223-a of the New York Real Property Law.

NO WAIVER:

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

WAIVER OF TRIAL BY JURY:

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

INABILITY TO PERFORM:

27. This Lease and the obligations of Tenant to pay rent hereunder and perform
all of the other covenants and agreements hereunder on part of Tenant to be
performed shall in no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment,
fixtures or other materials if Owner is prevented or delayed from doing so by
reason of strike or labor troubles or any cause whatsoever beyond Owner's sole
control including, but not limited to, government preemption or restrictions or
by reason of any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions which have been
or are affected, either directly or indirectly, by war or other emergency.

BILLS AND NOTICES:

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

WATER CHARGES:

29. If Tenant requires, uses or consumes water for any purpose in addition to
ordinary lavatory purposes (of which fact Tenant constitutes Owner to be the
sole judge) Owner may install a water meter and thereby measure Tenant's water
consumption for all purposes. Tenant shall pay Owner for the cost of the meter
and the cost of the installation, thereof and throughout the duration of
Tenant's occupancy Tenant shall keep said meter and installation equipment in
good working order and repair at Tenant's own cost and expense in default of
which Owner may cause such meter and equipment to be replaced or repaired and
collect the cost thereof from Tenant, as additional rent. Tenant agrees to pay
for water consumed, as shown on said meter as and when bills are rendered, and
on default in making such payment Owner may pay such charges and collect the
same from Tenant, as additional rent. Tenant covenants and agrees to pay, as
additional rent, the sewer rent, charge or any other tax, rent, levy or charge
which now or hereafter is assessed, imposed or a lien upon the demised premises
or the realty of which they are part pursuant to law, order or regulation made
or issued in connection with the use, consumption, maintenance or supply of
water, water system or sewage or sewage connection or system. If the building or
the demised premises or any part thereof is supplied with water through a meter
through which water is also supplied to other premises Tenant shall pay to
Owner, as additional rent, on the first day of each month, ($200.00) of the
total meter charges as Tenant's portion. Independently and in addition to any of
the remedies reserved to Owner hereinabove or elsewhere in this lease, Owner may
sue for and collect any monies to be paid by Tenant or paid by Owner for any of
the reasons or purposes hereinabove set forth.

SPRINKLERS:

30. Anything elsewhere in this lease to the contrary notwithstanding, if the New
York Board of Fire Underwriters or the New York Fire Insurance Exchange or any
bureau, department or official of the federal, state or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reason, of if any such sprinkler system
installations, modifications, alterations, additional sprinkler heads or other
such equipment, become necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the fire insurance
rate set by any said Exchange or by any fire insurance company, Tenant shall, at
Tenant's expense, promptly make such sprinkler system installations, changes,
modifications, alterations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to Owner as additional rent the sum
of $100.00, on the first day of each month during the term of this lease, as
Tenant's portion of the contract price for sprinkler supervisory service.

ELEVATORS, HEAT, CLEANING:

31. As long as Tenant is not in default under any of the covenants of this lease
beyond the applicable grace period provided in this lease for the curing of such
defaults, Owner shall: (a) provide necessary passenger elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (b)
if freight elevator service is provided, same shall be provided only on regular
business days Monday through Friday inclusive, and on those days only between
the hours of 9 a.m. and 12 noon and between 1 p.m. and 5 p.m.; (c) furnish heat,
water and other services supplied by Owner to the demised premises, when and as
required by law, on business days from 8 a.m. to 6 p.m. and on Saturdays from 8
<PAGE>   5
\a.m. to 1 p.m.; (d) clean the public halls and public portions of the building
which are used in common by all tenants. Tenant shall, at Tenant's expense,
keep the demised premises, including the windows, clean and in order, to the
reasonable satisfaction of Owner, and for that purpose shall employ the person
or persons, or corporation approved by Owner. Tenant shall pay to Owner the
cost of removal of any of Tenant's refuse and rubbish from the building. Bills
for the same shall be rendered by Owner to Tenant at such time as Owner may
elect and shall be due and payable hereunder, and the amount of such bills
shall be deemed to be, and be paid as, additional rent. Tenant shall, however,
have the option of independently contracting for the removal of such rubbish
and refuse in the event that Tenant does not wish to have same done by
employees of Owner. Under such circumstances, however, the removal of such
refuse and rubbish by others shall be subject to such rules and regulations as,
in the judgment of Owner, are necessary for the proper operation of the
building. Owner reserves the right to stop service of the heating, elevator,
plumbing and electrical systems, when necessary, by reason of accident, or
emergency, or for repairs, alterations, replacements or improvements, in the
judgment of Owner desirable or necessary to be made, until said repairs,
alterations, replacements or improvements shall have been completed. If the
building of which the demised premises are a part supplies manually operated
elevator service, Owner may proceed diligently with alterations necessary to
substitute automatic control elevator service without in any way affecting
the obligations of Tenant hereunder.

SECURITY: See Rider

CAPTIONS:

33.  The Captions are inserted only as a matter of convenience and for reference
and in no way define, limit or describe the scope of this lease nor the intent
of any provision thereof.

DEFINITIONS:

34.  The term "Owner" as used in this lease means only the owner of the fee or
of the leasehold of the building, or the mortgagee in possession, for the time
being of the land and building (or the owner of a lease of the building or of
the land and building) of which the demised premises form a part, so that in
the event of any sale or sales of said land and building or of said lease, or
in the event of a lease of said building, or of the land and building, the said
Owner shall be and hereby is entirely freed and relieved of all covenants and
obligations of Owner hereunder, and it shall be deemed and construed without
further agreement between the parties or their successors in interest, or
between the parties and the purchaser, at any such sale, or the said lessee of
the building, or of the land and building, that the purchaser or the lessee of
the building has assumed and agreed to carry out any and all covenants and
obligations of Owner hereunder. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning. The term "rent"
includes the annual rental rate whether so expressed or expressed in monthly
installments, and "additional rent." "Additional rent" means all sums which
shall be due to Owner from Tenant under this lease, in addition to the annual
rental rate. The term "business days" as used in this lease, shall exclude
Saturdays, Sundays and all days observed by the State or Federal Government as
legal holidays and those designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service. Wherever it is expressly
provided in this lease that consent shall not be unreasonably withheld, such
consent shall not be unreasonably delayed.

ADJACENT EXCAVATION-SHORING:

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

RULES AND REGULATIONS:

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

GLASS:

     37.  Owner shall replace, at the expense of the Tenant, any and all plate
and other glass damaged or broken from any cause whatsoever in and about the
demised premises. Owner may insure, and keep insured, at Tenant's expense, all
plate and other glass in the demised premises for and in the name of Owner.
Bills for the premiums therefor shall be rendered by Owner to Tenant at such
times as Owner may elect, and shall be due from, and payable by, Tenant when
rendered and the amount thereof shall be deemed to be, and be paid, as
additional rent.

ESTOPPEL CERTIFICATE:

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

DIRECTORY BOARD LISTING:

     39.  If, at the request of and as accommodation to Tenant, Owner shall
place upon the directory board in the lobby of the building, one or more names
of persons other than Tenant, such directory board listing shall not be
construed as the consent by Owner to an assignment or subletting by Tenant to
such person or persons.

SUCCESSORS AND ASSIGNS:

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

----------------
SPACE TO BE FILLED IN OR DELETED.


               See Rider annexed hereto and made a part thereof.


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

                                       162 Associates LLC

Witness for Owner:                     By: Helmsley-Spear, Inc., as agent [SEAL]
                                          -------------------------------

--------------------------------       By: [SIGNATURE ILLEGIBLE]          [L.S.]
                                          -------------------------------


Witness for Tenant:                    Fort Point Partners, Inc.          [SEAL]
                                       ----------------------------------

--------------------------------       By: /s/ James Roche                [L.S.]
                                          -------------------------------
<PAGE>   6
                                ACKNOWLEDGEMENTS

<TABLE>
<S>                                                          <C>
CORPORATE TENANT                                             INDIVIDUAL TENANT
STATE OF NEW YORK,     ss.:                                  STATE OF NEW YORK,     ss.:
COUNTY OF                                                    COUNTY OF

   On this       day of            , 19   , before              On this       day of            , 19   , before
me personally came                                           me personally came
to me known, who being by me duly sworn, did depose and      to be known and known to me to be the individual
say that he resides in                                       described in and who, as TENANT, executed the
that he is the                of                             foregoing instrument and acknowledged to me
the corporation described in and which executed the          that                          he executed
following instrument, as TENANT, that he knows the           the same.
seal of said corporation; that the seal affixed to said                  --------------------------------------
instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by
like order.
                    ------------------------------------
</TABLE>

                            IMPORTANT -- PLEASE READ

                     RULES AND REGULATIONS ATTACHED TO AND
                          MADE A PART OF THIS LEASE IN
                          ACCORDANCE WITH ARTICLE 36.

     1.  The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress or egress from the
demised premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Owner. There shall not be used in any space, or in the public hall of the
building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and sideguards. If said premises are situated on the ground floor of the
building, Tenant thereof shall further, at Tenant's expense, keep the sidewalk
and curb in front of said premises clean and free from ice, snow, dirt and
rubbish.

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

     3.  No carpet, rug or other article shall be hung or shaken out of any
window of the building; and no Tenant shall sweep or throw or permit to be swept
or thrown from the demised premises any dirt or other substances into any of the
corridors of the halls, elevators, or out of the doors or windows or stairways
of the building and Tenant shall no use, keep or permit to be used or kept any
foul or noxious gas or substance in the demised premises, or permit or suffer
the demised premises to be occupied or used in a manner offensive or
objectionable to Owner or other occupants of the buildings by reason of noise,
odors, and or vibrations, or interfere in any way, with other Tenants or those
having business therein, nor shall any bicycles, vehicles, animals, fish, or
birds be kept in or about the building. Smoking or carrying lighted cigars or
cigarettes in the elevators of the building is prohibited.

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

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

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

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

     8.  Freight, furniture, business equipment, merchandise and bulky matter of
any description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease of which these Rules and Regulations are a part.

     9.  No Tenant shall obtain for use upon the demised premises ice, drinking
water, towel and other similar services, or accept barbering or bootblacking
services in the demised premises, except from persons authorized by Owner, and
at hours and under regulations fixed by Owner. Canvassing, soliciting and
peddling in the building is prohibited and each Tenant shall cooperate to
prevent the same.

     10. Owner reserves the right to exclude from the building all persons who
do not present a pass to the building signed by Owner. Owner will furnish passes
to persons for whom any Tenant requests same in writing. Each Tenant shall be
responsible for all persons for whom he requests such pass and shall be liable
to Owner for all acts of such persons. Notwithstanding the foregoing, Owner
shall not be required to allow Tenant or any person to enter or remain in the
building, except on business days from 8:00 a.m. to 6:00 p.m. and on Saturdays
from 8:00 a.m. to 1:00 p.m. Tenant shall not have a claim against Owner by
reason of Owner excluding from the building any person who does not present such
a pass.

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

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

     13. Tenant shall not use the demised premises in a manner which disturbs or
interferes with other Tenants in the beneficial use of their premises.


Address

Premises

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                      TO


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               STANDARD FORM OF

   [SEAL]            LOFT           [SEAL]
                    LEASE

   THE REAL ESTATE BOARD OF NEW YORK, INC.

   (c) Copyright 1994. All rights Reserved.
Reproduction in whole or in part prohibited.

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Dated                                   19

Rent Per Year




Rent Per Month


Term
From
To


Drawn by
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Checked by
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Entered by
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Approved by
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<PAGE>   7
                                                                       EXHIBIT A



               [HELMSLEY-SPEAR FLOOR PLAN OF 9TH FLR. BATHROOMS]
<PAGE>   8
RIDER ANNEXED TO LEASE DATED APRIL 26, 1999 BETWEEN 162 ASSOCIATES LLC, AS
LANDLORD, AND FORT POINT PARTNERS, INC. AS TENANT, FOR THE ENTIRE EIGHTH FLOOR
AT 162 FIFTH AVENUE, NEW YORK, NEW YORK.

41.     PROVISION OF RIDER

        This rider is annexed to and made a part of the printed part of the
Lease to which it is attached and in each instance in which the provisions of
this Rider shall contradict or be inconsistent with the provisions of the
printed portion of this Lease, as constituted without this Rider, the provisions
of this Rider shall prevail and govern and the contradicted or inconsistent
provisions of the printed portion of this Lease shall be deemed amended
accordingly.

42.     CERTIFICATES BY TENANT

        At any time and from time to time, Tenant, for the benefit of Landlord
and the lessor under any ground lease or underlying lease or the holder of any
leasehold mortgage affecting any ground lease or underlying lease, or of any fee
mortgage covering the building containing the demised premises (the "Building")
and the land (the "Land") upon which the Building is erected, on at least five
(5) days' prior written request by Landlord, will deliver to Landlord a
statement certifying that this Lease is not modified and is in full force and
effect (or if there shall have been modifications, that the same is in full
force and effect as modified, and stating the modifications), the commencement
and expiration dates hereof, the dates to which the fixed rent, additional rent
and other charges have been paid, and whether or not, to the best knowledge of
the signer of such statement, there are then any existing defaults on the part
of either Landlord or Tenant in the performance of the terms, covenants and
conditions of this Lease, and if so, specifying the default of which the signer
of such statement has knowledge.

43.     LIMITATION OF LIABILITY

        (a) Notwithstanding anything to the contrary in this Lease, none of the
Landlord Parties (defined below) shall be liable to Tenant or its partners,
principals, directors, officers, contractors, agents, employees, invitees,
sublessees, assignees, licensees or any other person or entity claiming through
or under Tenant for any loss, injury or damage to Tenant or to any other person
or entity, or to its or their property, or for any inconvenience, annoyance,
interruption or injury to business arising from (i) Landlord performing any
maintenance, repairs, alterations, additions or improvements in or to any
portion of the Building or the demised premises or in or to the fixtures,
equipment or appurtenances of the Building or the demised premises (nor shall
Tenant or any other person or entity be entitled to any abatement or suspension
of its obligation to pay fixed annual rent or any additional rent or any other
obligations hereunder or be construed to be constructively or otherwise evicted
on account of the foregoing), irrespective of the cause of such loss, injury,
damage, inconvenience, annoyance, interruption or injury unless caused by or
resulting from the gross negligence or willful misconduct of Landlord or its
agents or employees; provided, however, that even if due to any such gross
negligence or willful misconduct of Landlord, its agents or employees, Tenant
waives, to the full extent permitted by law, any claim for any indirect,
consequential or punitive damages, including loss of profits in connection
therewith and (ii) (notwithstanding whether the loss, injury or damage is caused
by the gross negligence or willful misconduct of any Landlord Party) any injury
or damage for which Tenant would have been reimbursed under policies of
insurance required to be maintained by Tenant by the terms of this Lease had
Tenant (A) not failed to procure or maintain such policies of insurance and (B)
not failed to procure or maintain such policies of insurance with at least the
limits specified herein.

        (b) Tenant shall look solely to the estate and property of Landlord in
the Land and Building for the satisfaction of Tenant's remedies for the
collection of a judgment or judicial process or arbitration award requiring the
payment of money by Landlord and no other property or assets of Landlord,
Landlord's agents, shareholders, officers, directors, partners, members,
principals (disclosed or undisclosed) or affiliates, whether directly or
indirectly through Landlord or through any receiver,



<PAGE>   9

assignee, trustee in bankruptcy or through any other person or entity shall be
subject to levy, lien, execution, attachment or other enforcement procedure for
any liability of Landlord to Tenant under this Lease or under law.

        (c) In no event shall Landlord be liable for any loss, injury or damage
(including indirect, consequential or punitive damages) claimed by Tenant or any
person or entity claiming through or under Tenant in connection with the failure
or refusal by Landlord to grant its consent or approval with respect to any
matter as to which it is entitled to give its consent or approval pursuant to
this Lease. If Landlord withholds or delays its consent or conditions its
consent and Tenant believes that Landlord did so unreasonably, Tenant may
prosecute an action for declaratory relief to determine if Landlord properly
withheld, delayed or conditioned its consent, but Tenant waives and discharges
any claims it may have against Landlord for damages arising from Landlord's
withholding, delaying or conditioning its consent. In any such action, the
non-prevailing party shall bear all reasonable attorneys' fees incurred by the
parties in connection therewith.

44.     INSURANCE

        To the extent any injury, loss, claim, or damage to any person or
property is not covered by insurance, Tenant shall save Landlord harmless and
indemnify it from and against all injury, loss, claims or damage to any person
or property while on the demised premises arising out of the manner of use of
the demised premises by Tenant and from and against all injury, loss, claim or
damage to any person or property anywhere occasioned by the acts or omissions of
Tenant or Tenant's servants, employees or licensees.

        Tenant covenants and agrees that during the term of this Lease it will
provide and keep in force (a) general public liability insurance covering and
indemnifying persons and property in or about the demised premises and in the
connecting corridor in a limit of not less than three million ($3,000,000)
dollars in respect of any one occurrence, (b) broad form commercial general
liability insurance written on a per occurrence basis with a per occurrence
limit of not less than three hundred thousand ($300,000) dollars, (c) business
interruption insurance in a face amount of not less than the aggregate amount,
for a period of twelve (12) months following the insured against peril, of 100%
of all rent and additional rent to be paid by Tenant hereunder, (d) worker's
compensation insurance and employer's liability coverage in statutory limits,
and New York State disability insurance as required by law, covering all
employees, and (e) such other coverage, and with such other limits, that
Landlord may reasonably require.

        All such insurance to be obtained by Tenant in connection with this
Lease shall be effected in standard form under valid enforceable policies issued
by insurers licensed to do business in the State of New York as shall be
reasonably acceptable to Landlord and shall, except in the case of workmen's
compensation insurance, name Landlord and Tenant as the insureds as their
respective interests may appear. Certificates of such insurance shall be
delivered to Landlord prior to the commencement date hereof and from time to
time during the term of this Lease at least ten (10) days prior to the
expiration date of the previous policy together with certificates evidencing the
renewal of such policy with satisfactory evidence of payment of the premium on
such policy. To the extent obtainable, all such policies shall contain
agreements by the insurers that (i) such policies shall not be canceled except
upon thirty (30) days' prior written notice to each name insured and (ii) the
coverage afforded thereby shall not be affected by the performance of any work
upon, in or about the demised premises. Nothing in this paragraph shall prevent
Tenant from taking out such insurance under a blanket insurance policy or
policies which also can cover other properties, or parts thereof, owned, leased
or operated by Tenant as well as the demised premises, provided the insurance
applicable to the demised premises is not less than the amounts required herein.

        Tenant agrees to pay all premiums and charges for such insurance, and in
the event of its failure to make any such payment when due, or in the event of
its failure to provide such insurance or renewal thereof, Landlord may procure
the same and/or pay the premium thereon (but in no event shall Landlord be
obligated so to do), and Tenant agrees to pay such premiums to Landlord upon
demand as additional rent.



                                       2
<PAGE>   10
        Neither Landlord nor Tenant shall be liable to the other or to any
insurance company (by way of subrogation or otherwise) insuring any of the other
parties, and each hereby waive their entire right of recovery against the other,
for any loss or damage arising out of or incident to the perils insured, or
required pursuant to this Lease to be insured even though such loss or damage
might have been occasioned by the negligence of Landlord, Tenant, or their
respective agents, employees, contractors, invitees and/or permitted subtenants.
The foregoing waiver is subject, however, to the amount of insurance obtained or
required to be obtained (whichever is greater) by the other party and to the
extent such insurance is collectible. Each of Landlord and Tenant (i) shall give
notice to their respective insurers that the foregoing mutual waiver of recovery
is contained in this Lease and, if required by any such insurer, shall obtain
such insurer's prior consent to the foregoing waiver of its and its insured's
right of recovery, and (ii) shall endeavor to obtain from their respective
insurers an appropriate clause in, or an endorsement upon, each such insurance
policy pursuant to which each such insurer shall agree that the foregoing waiver
shall not affect the validity or enforceability of its insured's coverage. If
such a clause or endorsement is obtainable only upon payment of an additional
premium, each party shall pay such additional premium. If Tenant's insurer shall
refuse to issue such clause or endorsement even with an additional premium, then
Landlord shall have the right to designate another insurer who would be prepared
to permit such clause or endorsement and Tenant shall use such other insurer. If
it is not possible to obtain a clause or endorsement of the type described in
clause (ii) above, then the party unable to obtain such clause or endorsement
shall notify the other party of this fact and such party shall no longer be
obligated hereunder to endeavor to obtain such a clause or endorsement in its
insurance policies. The provisions of this subparagraph shall be applicable to
any new or renewal insurance policies which Tenant may obtain during the term
hereof.

45.     COMPLIANCE WITH LAW

        (a) If at any time during the term of this Lease, the fire and life
safety law requirements of the City of New York pursuant to Local Law #5 of
1973, Local Law # 16 of 1984 or otherwise ("Fire Requirements") or the masonry
or exterior wall requirements of the City of New York pursuant to Local Law #10
of 1980 or otherwise ("Masonry Requirements") or any other laws or requirements
of the City of New York or any agency having jurisdiction ("Other Requirements")
shall impose any obligations or requirements upon Landlord to perform any
alterations, installations, changes or improvements (collectively "changes") to
the Building and/or the demised premises, then Tenant shall pay to Landlord as
additional rent, 9.1 % ("Tenant's Payment") of all costs and expenses incurred
by Landlord in complying with the Fire, Masonry or Other Requirements during the
term hereof. Tenant's payment shall be due and payable to Landlord within thirty
(30) days after rendition of a bill therefor accompanied by a statement setting
forth the changes performed by Landlord. The obligation of Tenant in respect of
such additional rent shall survive the expiration of this Lease.

        (b) (i) Tenant covenants and agrees, at its sole cost and expense, to
comply with all present and future laws, orders, and regulations of all state,
federal, municipal and local governments, departments, commissions and boards
regarding the collection, sorting, separation and recycling of waste products,
garbage, refuse and trash. Tenant or Tenant's cleaning contractor shall sort and
separate such waste products, garbage, refuse and trash into such categories as
provided by law. Each separately sorted category of waste products, garbage,
refuse and trash shall be placed in separate receptacles reasonably approved by
Landlord. Such separate receptacles may, at Landlord's option, be removed from
the demised premises in accordance with a collection schedule prescribed by law.

            (ii) Landlord reserves the right to prohibit the removal of refuse
or to collect or accept from Tenant any waste products, garbage, refuse or trash
that are not separated and sorted as required by law, and to require Tenant to
arrange for such collection at Tenant's sole cost and expense, utilizing a
contractor satisfactory to Landlord. Tenant shall pay all costs, expenses,
fines, penalties or damages that may be imposed on Landlord or Tenant by reason
of Tenant's failure to comply with the provisions of this Article and, at
Tenant's sole cost and expense, shall indemnify, defend and hold Landlord
harmless from and against any actions, claims, suits, costs and expenses
(including legal fees and expenses) arising from such noncompliance, utilizing
counsel reasonably satisfactory to Landlord.



                                       3
<PAGE>   11

        (c) (i) Tenant shall, at Tenant's expense, comply with all laws now or
hereafter existing, whether or not such compliance requires work which is
structural or non-structural, ordinary or extraordinary, foreseen or unforeseen,
that impose any obligation, order or duty on Landlord or Tenant: (i) with
respect to the demised premises; or (ii) with respect to the Building or any
part thereof (including the demised premises) if such obligation, order or duty
arises from: (A) the manner of conduct of Tenant's business or operation of its
equipment therein; (B) any cause or condition created by or at the instigation
of Tenant, including, without limitation, any improvement or alteration; (C) the
default in any of Tenant's obligations hereunder beyond the expiration of any
applicable grace or cure period; or (D) any Hazardous Material (defined below)
brought into the Building by Tenant, any assignee or subtenant of Tenant or any
of their agents, contractors or invitees. Tenant shall promptly forward to
Landlord any notice it receives of the violation of any law involving the
demised premises. Tenant shall pay, within twenty (20) days after demand
therefor, all actual, out of pocket costs and expenses, and all fines, penalties
and damages that may be imposed upon Landlord by reason of or arising out of
Tenant's failure to comply with the provisions of this Article.

            (ii) Tenant shall promptly comply with all requirements relating to
the Americans with Disabilities Act, 42 U.S.C. Sections 12,101 et seq. and the
regulations promulgated thereunder as in effect from time to time ("ADA
Requirements") to the extent same applies to the demised premises only. Tenant
shall have exclusive responsibility for compliance with ADA Requirements
pertaining to the interior of the demised premises, including for the design and
construction of the access thereto and egress therefrom. Landlord shall have
responsibility for compliance with ADA Requirements which affect the common
areas of the Building to the extent same is not necessitated by the acts or
omissions of Tenant, its employees or agents or is otherwise the obligation of
another tenant. Tenant shall comply with any reasonable plan adopted by Landlord
which is designed to comply with ADA Requirements.

46.     BINDING EFFECT

        The submission by Landlord of this Lease in draft form shall be deemed
solely for Tenant's consideration and not for acceptance and execution. Such
submission shall have no binding force or effect and shall confer no rights nor
impose any obligation, including brokerage obligations, on either party unless
and until both Landlord and Tenant shall have executed this Lease and duplicate
originals hereof shall have been delivered to the respective parties.

47.     REAL ESTATE TAXES

        Tenant shall pay to Landlord, as additional rent, real estate tax
escalations based on increases in Real Estate Taxes (defined below) in
accordance with this Paragraph:

        (a) Definitions: For the purpose of this Paragraph, the following
definitions shall apply:

                (i) The term "Base Tax Year" as hereinafter set forth for the
determination of real estate tax escalation, shall mean the New York City real
estate tax year commencing July 1, 1999 and ending June 30, 2000.

                (ii) The term "The Percentage" shall mean 9.1%.

                (iii) The term "The Building Project" shall mean all of the Land
together with improvements thereon known as 162 Fifth Avenue, New York, New
York.

                (iv) The term "Comparative Year" shall mean the twelve months
following the Base Tax Year and each subsequent period of twelve months.

                (v) The term "Real Estate Taxes" shall mean the total of all
taxes and special or other assessments levied, assessed or imposed at any time
by any governmental authority upon or against the Building Project, and also any
tax or assessment levied, assessed or imposed at any time by any governmental
authority in connection with the receipt of income or rents from said Building
Project to the extent that same shall be in lieu of all or a portion of any of
the aforesaid taxes or



                                       4
<PAGE>   12
assessments, or additions or increases thereof, upon or against said Building
Project. If, due to a future change in the method of taxation or in the taxing
authority or for any other reason, a franchise, income, transit, profit or other
tax or governmental imposition, however designated, shall be levied against
Landlord in substitution in whole or in part for the Real Estate Taxes or in
lieu of or additions to or increases of said Real Estate Taxes" then such
franchise, income, transit, profit or other tax or governmental imposition shall
be deemed to be included within the definition of "Real Estate Taxes" for the
purpose hereof. As to special assessments which are payable over a period of
time extending beyond the term of this Lease, only a pro rata portion thereof,
covering the portion of the term of this Lease unexpired at the time of the
imposition of such assessment, shall be included in "Real Estate Taxes". If, by
law, any assessment may be paid in installments, then, for the purposes hereof
(a) such assessment shall be deemed to have been payable in the maximum number
of installments permitted by law and (b) there shall be included in Real Estate
Taxes for each Comparative Year in which such installments may be paid, the
installments of such assessment so becoming payable during such Comparative
Year, together with interest payable during such Comparative Year.

                (vi) The phrase "Real Estate Taxes payable during the Base Tax
Year" shall mean the Real Estate Taxes payable for the Base Tax Year.

                (vii) In addition to the foregoing, Tenant will be responsible
to pay to Landlord, within ten (10) days of being billed therefor, The
Percentage of any business improvement district or similar tax imposed against
the Building Project or Landlord.

        (b) Real Estate Taxes:

                1. In the event that the Real Estate Taxes payable for any
Comparative Year shall exceed the amount of such Real Estate Taxes payable
during the Base Tax Year, Tenant shall pay to Landlord, as additional rent for
such Comparative Year, an amount equal to The Percentage of the excess.
Following the expiration of each Tax Year, Landlord shall submit to Tenant a
statement, certified by Landlord, setting forth the Real Estate Tax escalation
due for the current Comparative Year and the payment, if any, due to Landlord
from Tenant for such Comparative Year. The rendition of such statement to Tenant
together with a copy of the tax bill shall constitute prima facie proof of the
accuracy thereof and, if such statement shows a payment due from Tenant to
Landlord with respect to such current Comparative Year, then (i) Tenant shall
make payment of any unpaid portion thereof within ten (10) days after receipt of
such statement; and (ii) Tenant shall also pay to Landlord, as additional rent,
within ten (10) days after receipt of such statement, an amount equal to the
product obtained by multiplying the total payment due for the current
Comparative Year by a fraction, the denominator of which shall be 12 and the
numerator of which shall be the number of months or any portion thereof in the
current Comparative Year which shall have elapsed prior to the first day of the
month immediately following the rendition of such statement; and (iii) Tenant
shall also pay to Landlord, as additional rent, commencing as of the first day
of the month immediately following the rendition of such statement and on the
first day of each month thereafter until a new statement is rendered, 1/12th of
the total payment for the current Comparative Year. The aforesaid monthly
payments based on the total payment due for the current Comparative Year may be
adjusted to reflect, if Landlord can reasonably so estimate, known increases in
rates for the subsequent Comparative Year, whenever such increases become known
during such current Comparative Year. The payments required to be made under
(ii) and (iii) above shall be credited toward the payment due from Tenant for
the subsequent Comparative Year, subject to adjustment as and when the statement
for such subsequent Comparative Year is rendered by Landlord.

                2. Should the Real Estate Tax payable during the Base Tax Year
be reduced by final determination of legal proceedings, settlement or otherwise,
then the Real Estate Taxes payable hereunder for all Comparative Years shall be
recomputed on the basis of such reduction, and Tenant shall pay to Landlord, as
additional rent, within ten (10) days after being billed therefor, any
deficiency between the amount of such additional rent as theretofore computed
and the amount thereof due as the result of such recomputations. Should the Real
Estate Taxes payable during the Base Tax Year be increased by such final
determination of legal proceedings, settlement or otherwise, then appropriate
recomputation and adjustment also shall be made.



                                       5
<PAGE>   13

                3. If, after Tenant shall have made a payment of additional rent
under this subdivision (b), Landlord shall receive a refund of any portion of
the Real Estate Taxes payable during any Comparative Year after the Base Tax
Year on which such payment of additional rent shall have been based, as a result
of a reduction of such Real Estate Taxes by final determination of legal
proceedings, settlement or otherwise, Landlord shall, within ten (10) days after
receiving the refund, pay to Tenant The Percentage of the refund less The
Percentage of reasonable expenses (including reasonable attorneys' and
appraisers' fees) incurred by Landlord in connection with any such application
or proceeding. If, prior to the payment of taxes for any Comparative Year,
Landlord shall have obtained a reduction of that Comparative Year's assessed
valuation of the Building Project, and therefore of said taxes, then the term
"Real Estate Taxes" for that Comparative Year shall be deemed to include the
amount of Landlord's reasonable expenses in obtaining such reduction in assessed
valuation, including reasonable attorneys' and appraisers' fees.

        (c) In no event shall the fixed annual rent under this Lease be reduced
by virtue of this Paragraph.

        (d) Upon the date of any expiration or termination of this Lease,
whether the same be the date hereinabove set forth for the expiration of the
term (hereinafter called the "lease expiration date") or any prior or subsequent
date, a proportionate share of the additional rent for the Comparative Year
during which such expiration or termination occurs shall become due and payable
by Tenant to Landlord. The said proportionate share shall be based upon the
length of time that this Lease shall have been in existence during such
Comparative Year. Promptly after said expiration or termination, Landlord shall
compute the additional rent from Tenant, as aforesaid, which computations shall
either be based on that Comparative Year's actual figures or be an estimate
based upon the most recent statements theretofore prepared by Landlord and
furnished to Tenant under subdivisions (b) and (c) above. If an estimate is
used, then Landlord shall promptly cause statements to be prepared on the basis
of that Comparative Year's actual figures and within ten (10) days after such
statement or statements are prepared by Landlord and furnished to Tenant,
Landlord and Tenant shall make appropriate adjustments of any estimated payments
theretofore made.

        (e) Notwithstanding any expiration or termination of this Lease prior to
the Lease expiration date (except in the case of a cancellation by mutual
agreement, casualty or condemnation), Tenant's obligation to pay any and all
additional rent under this Lease shall continue and shall cover all periods up
to the Lease expiration or termination date. Landlord's and Tenant's obligation
to make the adjustments referred to in subdivision (d) above shall survive any
expiration or termination of this Lease.

        (f) Any delay or failure of Landlord in billing for any additional rent
payable as hereinabove provided shall not constitute a waiver of or in any way
impair the continuing obligation of Tenant to pay such additional rent
hereunder.

48.     COST OF LIVING ADJUSTMENTS

        The annual rent reserved in this Lease and payable hereunder shall be
adjusted, as of the times and in the manner set forth in this Paragraph.

        (a) Definitions: For the purposes of this Paragraph the following
definitions shall apply:

                (i) The term "Base Year" shall mean the month of May, 1999.

                (ii) The term "Price Index" shall mean the Consumer Price Index
published by the Bureau of Labor Statistics of the U.S. Department of Labor, All
Items, U.S. city average, all urban consumers (presently denominated "CPI-U"),
or a successor or substitute index appropriately adjusted.

                (iii) The term "Price Index for the Base Year" shall mean the
monthly All Items Price Index for the Base Year.



                                       6
<PAGE>   14

        (b) Effective as of each January and July subsequent to the Base Year,
there shall be made a cost of living adjustment of the annual rent payable
hereunder. The July adjustment shall be based on one hundred (100%) percent of
the percentage difference between the Price Index for the preceding month of
June and the Price Index for the Base Year. The January adjustment shall be
based on one hundred (100%) percent of the percentage difference between the
Price Index for the preceding month of December and the Price Index for the Base
Year.

                (i) In the event the Price Index for June in any calendar year
during the term of this Lease reflects an increase over the Price Index for the
Base Year, then the annual rent herein provided to be paid as of the July 1st
following such month of June, i.e., fixed annual rent originally provided to be
paid for in this Lease (unchanged by any adjustments under this Lease), shall
be multiplied by one hundred (100%) percent of the percentage difference between
the Price Index for June and the Price Index for the Base Year, and the
resulting sum shall be added to such annual rent, effective as of such July 1st.
Said adjusted annual rent shall thereafter be payable hereunder, in equal
monthly installments, until it is readjusted pursuant to the terms of this
Lease.

                (ii) In the event the Price Index for December in any calendar
year during the term of this Lease reflects an increase over the Price Index for
the Base Year, then the annual rent herein provided to be paid as of the January
lst following such month of December, i.e., fixed annual rent originally
provided to be paid for in this Lease (unchanged by any adjustments under this
Article), shall be multiplied by one hundred (100%) percent of the percentage
difference between the Price Index for December and the Price Index for the Base
Year, and the resulting sum shall be added to such annual rent, effective as of
such January lst. Said adjusted annual rent shall thereafter be payable
hereunder, in equal monthly installments, until it is readjusted pursuant to the
terms of this Lease.

        The following illustrates the intentions of the parties hereto as to the
computation of the aforementioned cost of living adjustment in the annual rent
payable hereunder:

                        Assuming that said annual rent is $10,000, that the
                Price Index for the Base Year was 102.0 and that the Price Index
                for the month of June in a calendar year following the Base Year
                was 105.0, then the percentage increase thus reflected, i.e.,
                2.941% (3.0/102.0) would be multiplied by one hundred (100%)
                percent and then by $10,000, and said annual rent would be
                increased by $294.10, which would be divided by 12. Such
                resulting dividend, $24.51, would be added to the base monthly
                rent provided to be paid under this Lease, effective as of July
                1st of said calendar year, until such time that a new adjustment
                is provided to be made pursuant to the terms of this article.

        In the event that the Price Index ceases to use 1982/84 = 100 as the
basis of calculation, or if a substantial change is made in the terms or number
of items contained in the Price Index, then the Price Index shall be adjusted to
the figure that would have been arrived at had the manner of computing the Price
in effect at the date of this Lease not been altered. In the event such Price
Index (or a successor or substitute index) is not available, a reliable
governmental or other non-partisan publication evaluating the information
heretofore used in determining the Price Index shall be used.

        No adjustments or recomputations, retroactive or otherwise, shall be
made due to any revision which may later be made in the first published figure
of the Price Index for any month.

        (c) Landlord will cause statements of the cost of living adjustments
provided in subdivision (b) to be prepared in reasonable detail and delivered to
Tenant.

        (d) In no event shall the annual rent originally provided to be paid
under this Lease (exclusive of the adjustments under this Paragraph) be reduced
by virtue of this Paragraph.

        (e) Any delay or failure of Landlord, beyond July or January of any
year, in computing or billing for the rent adjustments hereinabove provided,
shall not constitute a waiver of or in any way impair the continuing obligation
of Tenant to pay such rent adjustments hereunder.



                                       7
<PAGE>   15

        (f) Notwithstanding any expiration or termination of this Lease prior to
the lease expiration date (except in the case of a cancellation by mutual
agreement), Tenant's obligation to pay rent as adjusted under this Paragraph
shall continue and shall cover all periods up to the lease expiration date, and
shall survive any expiration or termination of this Lease.

        (g) Tenant shall not be obligated to make any payments arising under
this Article until July, 2000.

49.     ALTERATIONS

        Anything in Article 3 to the contrary notwithstanding, Landlord shall
not unreasonably withhold or delay approval of written requests of Tenant to
make non-structural interior alterations, decorations, additions and
improvements (herein referred to as "alterations") in the demised premises,
provided that such alterations do not affect utility services or plumbing and
electrical lines or other systems of the Building, and provided that all such
alterations shall be performed in accordance with the following conditions:

        (a) All such alterations costing more than $10,000 shall be performed in
accordance with plans and specifications first submitted to Landlord for its
prior written approval.

        (b) All alterations shall be performed in a good and workmanlike manner.
All alterations shall be performed in compliance with all other applicable
provisions of this Lease and with all applicable laws, ordinances, directions,
rules and regulations of governmental authorities having jurisdiction; and
Tenant shall, prior to the commencement of any such alterations, at its sole
cost and expense, obtain and exhibit to Landlord any governmental permit
required in connection with such alterations.

        (c) All work in connection with alterations shall be performed with
union labor having the proper jurisdictional qualifications.

        (d) Tenant shall keep the Building and the demised premises free and
clear of all liens for any work or material claimed to have been furnished to
Tenant or to the demised premises.

        (e) Prior to the commencement of any work by or for Tenant, Tenant shall
furnish to Landlord certificates evidencing the existence of the following
insurance:

                (i) Workmen's compensation insurance covering all persons
employed for such work and with respect to whom death or bodily injury claims
could be asserted against Landlord, Tenant or the demised premises.

                (ii) General liability insurance naming Tenant as insured and
Landlord and its designees as additional insured, with limits of not less than
$500,000 in the event of bodily injury to one person and not less than
$1,000,000 in the event of bodily injury to any number of persons in any one
occurrence, and with limits of not less than $500,000 for property damage.

                        Tenant, at its sole cost and expense, shall cause all
such insurance to be maintained at all times when the work to be performed for
or by Tenant is in progress. All such insurance shall be obtained from a company
authorized to do business in New York and reasonably satisfactory to Landlord,
and all policies, or certificates therefor, issued by the insurer and bearing
notations evidencing the payment of premiums, shall be delivered to Landlord.

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

        (g) Tenant shall not be required to remove any fixtures, panelling,
partitions, railings or other installations presently constituting a part of the
demised premises, constituting a part of the initial fitting up of the demised
premises for Tenant's occupancy, installed by Landlord at its expense or
subsequently installed by Tenant and reasonably usable for an ordinary office
tenancy.



                                       8
<PAGE>   16

        (h) All trade fixtures and other movable property installed by Tenant in
the demised premises shall remain Tenant's property and shall be removed by
Tenant on or before the lease expiration date or upon the sooner termination of
this Lease, provided only that Tenant shall repair any damage to the demised
premises resulting from such removal.

        (i) Any alterations to be made by Tenant (other than plumbing and
electrical work) may be performed by any reputable contractor or mechanic
(collectively, the "Contractor") selected by Tenant and approved by Landlord,
which approval Landlord agrees it will not unreasonably withhold or delay,
provided the Contractor's performance of the alterations would not result in any
labor discord in the Building. In connection with any alteration performed by
Tenant, Landlord shall not be entitled to any supervisory fees but Tenant shall
reimburse Landlord, within ten (10) days of request therefor, for all actual
out-of-pocket costs incurred by Landlord in connection with such alterations.

        (j) Tenant may, at any time during the Term, remove any alteration made
by Tenant which is not otherwise prohibited by the terms of this Lease, solely
at its expense, provided Tenant promptly repairs any damage resulting from such
removal.

        (k) Any restoration or repair which Tenant is required to make (whether
structural or non-structural) shall be of quality or class equal to the then
Building standard, as determined by Landlord.

50.     SUBLETTING AND ASSIGNMENT

        Supplementing the provisions of Article 11 hereof, Landlord shall not
unreasonably withhold or delay its consent to an assignment of this Lease or to
a subletting of all or part of the demised premises, provided that any such
assignment or subletting shall be made solely upon the following terms and
conditions:

        1. No assignment and no subletting shall become effective unless and
until Tenant shall have given Landlord at least thirty (30) business days' prior
written notice of such proposed assignment or proposed bona fide subletting,
together with a statement containing the name and address of the proposed
sublessee or assignee, adequate information as to its reputation and financial
condition and the intended use of the demised premises along with a copy of the
proposed sublease or assignment. The parties agree that if there is a proposed
assignment or a proposed subletting of all of the demised premises for all or
substantially all of the balance of the term of this Lease, then Landlord shall
thereupon have the option, exercisable by written notice within thirty (30)
business days after receipt of the notice from Tenant, to terminate this Lease
effective as of the effective date of the proposed assignment or the
commencement date of the term of such proposed subletting. If there is a
proposed subletting of all of the demised premises for less than substantially
all of the balance of the term of this Lease or of part but not all of the
demised premises, then Landlord shall thereupon have the option, exercisable
by written notice within thirty (30) business days after the receipt of the
notice from Tenant, to delete the space proposed to be subleased from the
demised premises (with a prorated adjustment in all payments due hereunder for
the period of such proposed subletting) effective as of the commencement date of
the term of such proposed subletting and for the period of such proposed
subletting. If Landlord shall so terminate this Lease or delete portions of
space therefrom, then Tenant shall vacate and surrender the demised premises or
the deleted portions of space, to Landlord, on or before the effective date
pursuant hereto.

        2. If (i) Landlord shall delete any space (the "Space") to be subleased
constituting a portion of the demised premises or shall terminate this Lease in
the event of any assignment or subletting of all of the demised premises (also
the "Space") in accordance with the provisions of paragraph 1 of this Article
50, or (ii) Landlord shall not elect to terminate this Lease or delete portions
of Space herefrom pursuant to the provisions of paragraph 1 and the Space is
sublet or assigned by Tenant in accordance with the provisions thereof, then all
rent and additional rent payable by (a) the assignee or any new tenant to whom
Landlord rents the demised premises shall be paid to Landlord, and (b) the
sublessee to whom Tenant subleases the demised premises or any portion thereof
shall be paid to Tenant. Upon receipt of such rent and additional rent for any
month, Landlord or Tenant, as the case may be, shall disburse the rent and
additional rent received from such new Tenant or



                                       9
<PAGE>   17

sublessee as follows: (i) if received by Landlord, first to Landlord until
Landlord has received the monthly rent and additional rent which would have been
paid to Landlord pursuant to this Lease by Tenant for the Space (which rent is
the "Original Rent"), including, but not limited to, fixed annual rent,
escalation rent for taxes or other additional rent, including electricity, water
and sprinkler charges; (ii) if received by Tenant, first to Tenant until Tenant
has been reimbursed for the amount of the monthly Original Rent paid by Tenant
to Landlord; (iii) then, to Landlord or Tenant, whichever is appropriate, an
amount equal to the amount by which such rent and additional rent from the
assignee, subtenant or new tenant exceeds the Original Rent (which amount is
hereinafter "The Excess") until it recoups the entire cost of brokerage
commissions, installations and other costs of renting to such assignee, new
tenant or subtenant; (iv) then, to Tenant, out of The Excess, an amount equal to
Tenant's unrecouped Installation Cost (as hereinafter defined). Tenant's
unrecouped Installation Cost equals Tenant's Installation Cost times a fraction,
the numerator of which is the number of months remaining in the term of this
Lease from and after the date of the assignment or subletting as if it were not
terminated or the Space sublet or assigned and the denominator of which is the
number of months during the term of this Lease (as extended by any exercised
option), less payments previously made hereunder therefor. In the event Landlord
shall not have deleted any space or terminated this Lease, any remaining portion
of The Excess received shall be distributed 50% to Landlord and 50% to Tenant.
Tenant shall not be entitled to any payment hereunder from Landlord for any
period beyond the date this Lease would have expired or terminated, as provided
herein, had Landlord not terminated this Lease with respect to the Space
pursuant to this Article 50. If Tenant or Landlord, as the case may be, shall
receive a payment to which the other is entitled hereunder, payment to the party
entitled thereto shall be made within ten (10) days of receipt thereof and that
portion payable by Tenant hereunder shall be paid as additional rent in
accordance with the terms hereof.

        3. There shall be no default (after notice and the expiration of any
applicable grace period) by Tenant under any of the terms, covenants and
conditions of this Lease at the time that Landlord's consent to any such
subletting or assignment is requested and on the date of the commencement of the
term of any such proposed sublease or the effective date of any such proposed
assignment.

        4. Upon receiving Landlord's written consent, a duly executed copy of
the sublease or assignment shall be delivered to Landlord within thirty (30)
days after execution thereof. Any such sublease shall provide that the sublease
is subject and subordinate to this Lease. Any such assignment of Lease shall
contain an assumption by the assignee of all of the terms, covenants and
conditions of this Lease thereafter to be performed by Tenant.

        5. Anything herein contained to the contrary notwithstanding:

                (a) Tenant shall not publicly advertise the availability of the
demised premises for assignment or subletting at a rental rate lower than the
rental rate at which Landlord is then offering to lease comparable space in the
Building (but Tenant shall not be prohibited from assigning or subletting for
less than such rental rate).

                (b) No assignment or subletting shall be made:

                        (i) by the legal representatives of Tenant or by any
person to whom Tenant's interest under this Lease passes by operation of law,
except in compliance with the provisions of this Article and Article 11 hereof;

                        (ii) to any school, governmental office or agency;
messenger service, personnel or employment agency; medical facility or
counseling service of any kind; or to any person or entity for the conduct of a
business which is not in keeping with the standards for and general character of
the Building (to be determined in Landlord's sole discretion); and

                        (iii) to any party which is then a tenant, subtenant,
licensee, or occupant of any part of the Building.



                                       10
<PAGE>   18

        6. Anything hereinabove contained to the contrary notwithstanding,
Landlord herewith consents to an assignment of this Lease or sublease of all or
part of the demised premises to any entity in which Tenant or its stockholders
own at least 51% of the beneficial interest or the parent of Tenant or to any
corporation into or with which Tenant may be merged or consolidated or to which
substantially all of its assets or stock may be transferred, provided that any
such assignment of Lease shall contain an assumption by the assignee of all of
the terms, covenants and conditions of this Lease thereafter to be performed by
Tenant. Tenant agrees that no such assignment or subletting shall be effective
unless and until Tenant gives Landlord written notice thereof, together with a
true copy of the assignment or sublease.

        7. "Installation Cost" shall mean the costs and expenses incurred and
paid for by Tenant in performing alterations in accordance with plans and
specifications approved by Landlord for its initial occupancy, as evidenced by
paid receipts for materials supplied and services rendered by independent
contractors.

        8. In no event shall any permitted sublessee assign or encumber its
sublease or further sublet all or any portion of its sublet space or otherwise
suffer or permit the sublet space or any part thereof to be used or occupied by
others without Landlord's prior written consent in each instance. Similarly, in
no event shall permitted assigns be permitted to sublet any portion of the
demised premises or further assign this Lease without the prior written consent
of Landlord.

51.     ELECTRICAL AND PLUMBING SYSTEMS

        When in this Lease, Tenant shall take or be required to take any action
which may affect or alter the plumbing or electrical facilities or services
furnished by Landlord in the Building, the demised premises, or any portion
thereof, Tenant shall only be entitled to have such work performed by the
Building contractor designated from time to time by Landlord, in its sole and
absolute discretion, to perform such alteration and Landlord shall not be
required to permit, and Tenant shall not be entitled to use, any contractor not
designated as Landlord's selected contractor.

52.     EXTRA HEAT

        If Tenant shall request heat for the demised premises at any time other
than when Landlord is required to furnish heat as provided herein, Landlord
shall furnish heat and shall be entitled to receive, as additional rent
hereunder and in consideration therefor, an amount computed in accordance with
Landlord's standard Building rates from time to time for supplying heat. Tenant
shall be required to give reasonable prior notice to Landlord in accordance with
Landlord's standard procedure if such heat is required. Payment of the
additional rent shall be made within ten (10) days of Tenant being notified and
billed therefor by Landlord.

53.     CASUALTY DAMAGE

        Anything in Article 9 to the contrary notwithstanding, in the event of
damage or destruction to the demised premises by fire or other casualty
(collectively, "Casualty") then, if it is determined by Landlord's architect or
engineer that the demised premises cannot be restored to substantially its
condition immediately prior to the Casualty within twelve (12) months after the
occurrence of the Casualty, or if the demised premises are not so restored
within such twelve (12) month period, or if Landlord shall not have commenced
the restoration work six (6) months after the occurrence of the Casualty then,
in any such circumstance, Tenant may terminate this Lease, by written notice
sent to Landlord within thirty (30) days after the expiration of such twelve
(12) month period or of the six (6) month period if Landlord shall not have
commenced the restoration work, whichever is earlier, in which event this Lease
shall terminate as of the date set forth in such notice. Fixed annual rent,
additional rent and all other amounts payable under this Lease shall be
apportioned as of such date and the parties shall have no liability for
subsequently accruing obligations hereunder, except to the extent otherwise
provided herein.



                                       11
<PAGE>   19

54.     TENANTS CONDEMNATION CLAIM

        Anything in Article 10 to the contrary notwithstanding, Tenant shall
have the right to make a claim against the condemning authority for the value of
its trade fixtures and business machines and equipment taken in the condemnation
and for reimbursement of its resultant moving expenses provided such claim does
not diminish or otherwise adversely affect Landlord's award.

55.     ACCESS TO THE DEMISED PREMISES

        Supplementing the provisions of Article 13, Landlord's right to enter
the demised premises and its access thereto to make repairs and alterations and
to erect and maintain pipes and conduits therein (except in the event of any
emergency, in which event such right and access shall be unrestricted), shall be
subject to the following conditions:

        A. Landlord shall give Tenant reasonable advance notice of proposed
entry or access;

        B. All such pipes and conduits shall, to the extent reasonably possible,
be concealed in a building standard manner;

        C. Landlord shall use its reasonable efforts to effect all such repairs
and alterations and erect and maintain all such pipes and conduits so as to
minimize interference with Tenant's normal business operations, but no provision
hereof shall obligate Landlord to perform such work other than during normal
business hours; and

        D. Landlord shall retain the right to change the arrangement and/or
location of public entrances, passageways, doors, doorways, corridors,
elevators, stairs, toilets or other public parts of the Building, and such work
shall be performed at Landlord's sole cost and expense. If the demised premises
or the means of access thereto are materially adversely affected, such changes
shall be subject to Tenant's prior written consent, which consent shall not be
unreasonably withheld provided, however, that if such change is made in
compliance with any law, order or regulation of any governmental authority
having jurisdiction, the New York Board of Fire Underwriters or similar
organization, or any insurer of the Building and/or Landlord's interest therein,
Tenant's consent shall not be required.

56.     LANDLORD'S PERFORMANCE OF TENANT'S OBLIGATIONS

        Supplementing the provisions of Article 19, except in the event of an
emergency, Landlord shall not perform any obligation of Tenant under this Lease
nor incur any expenditure for such purpose until after the expiration of any
applicable grace period.

57.     TENANT'S TAKING POSSESSION OF THE DEMISED PREMISES

        Anything in Article 21 to the contrary notwithstanding, Tenant's taking
possession of the demised premises shall be conclusive evidence that the demised
premises and the Building were in good and satisfactory condition at the time
such possession was so taken, except as to latent defects and to any items as to
which Tenant notifies Landlord within thirty (30) days after initially taking
possession.

58.     TENANT'S ACCESS

        Tenant shall be entitled to have access to the demised premises 24 hours
a day, 7 days a week, without additional charge provided, however, that Landlord
shall be entitled to charge Tenant for any heating services supplied to Tenant
other than during hours and on days during which Landlord has the obligation to
supply such services pursuant to Articles 31 and 52 hereof.



                                       12
<PAGE>   20

59.     HOLIDAYS

                Heat and/or manual elevator facilities shall not be provided on
holidays deemed to be commercial building contract holidays of Local 32B-32J of
Services Employees Union.

60.     SQUARE FOOTAGE

                Tenant does hereby acknowledge that no representations have been
made by Landlord or anyone acting on behalf of Landlord as to the amount of
square footage in the demised premises. Tenant has inspected the demised
premises and relies upon its own judgement in computing the square footage.

61.     BUILDING CODE COMPLIANCE

        Following is a list of steps involved in the processing of Tenant plans
which Tenant herein must comply with by engaging such firm as may be designated
by Landlord from time to time to insure proper code compliance:

        1. Architectural and mechanical plans are reviewed for compliance with
the Building standard and New York City Building Code.

        2. Insertion of appropriate standard Building Department notes and
details.

        3. Certification by a professional engineer as to compliance with the
Building Code.

        4. Filing plans and specifications with the Department of Buildings and
processing to approval.

        5. Making controlled inspection of air conditioning system, completion
inspection of entire installation and filing of forms 10E and 23A indicating
proper completion of installation with the Department of Buildings.

        A Tenant installation will not be considered complete until an approved
Completion Certificate is filed with the Department of Buildings and an amended
Certificate of Occupancy reflecting Tenant's use of the demised premises has
been obtained, which Tenant shall hereby agree to obtain if required to permit
Tenant's legal use of the demised premises.

62.     FLAMMABLE MATERIALS

        Neither Tenant nor any of Tenant's servants, employees, agents, visitors
or licensees shall bring, keep or use in or upon the demised premises or the
Building, any solvent having a flash point below 110 degrees F, nor shall any
liquid which emits volatile vapors below the temperature of 100 degrees F be
brought, kept or used in or upon the demised premises or the Building, except as
follows:

        A. The process using such liquids shall be conducted in a room of fire
resistant construction, as the same is or may hereafter be defined by the Fire
Insurance Rating Organization;

        B. If more than one but not more than two gallons of such liquids are
kept on the demised premises, they shall be stored in safety cans. If more than
two but less than ten gallons of such liquids are kept on the demised premises,
they must be stored in safety cans and kept in a cabinet constructed by Tenant
in a manner approved by the fire insurance rating organization. Reasonable
amounts in excess of ten gallons may be kept provided they are stored in a vault
constructed by Tenant in a manner approved by said Organization; and

        C. Any use or storage of such liquids shall at all times be in
accordance with the requirements of the Fire Department, Board of Fire
Underwriters and the Fire Insurance Rating Organization.



                                       13
<PAGE>   21

A breach of the aforesaid regulations shall be deemed a default of this Lease
under Article 17 hereof.

63.     SECURITY

        Tenant shall, upon its execution and delivery of this Lease, deliver to
Landlord an irrevocable commercial letter of credit in the amount of
$231,000.00, such letter of credit to be in form and substance satisfactory to
Landlord, and issued by a member bank of the New York Clearing House
Association, or such other bank with assets and reserves substantially
equivalent to any of such member banks and acceptable to Landlord, payable upon
the presentation by Landlord to such bank of a sight-draft, without presentation
of any other documents, statements or authorizations, which letter of credit
shall provide (i) for the continuance of such credit for the period of at least
one (1) year from the date hereof, (ii) for the automatic extension of such
letter of credit for additional periods of one (1) year from the initial and
each future expiration date thereof (the last such extension to provide for the
continuance of such letter of credit for at least thirty (30) days beyond the
expiration date of this Lease) unless such bank gives Landlord notice of its
intention not to renew such letter of credit, not less than 45 days prior to the
initial or any future expiration date of such letter of credit and (iii) that in
the event such notice is given by such bank, Landlord shall have the right to
draw on such bank at sight for the balance remaining in such letter of credit
and hold and apply the proceeds thereof in accordance with the provisions of
this Article and this Lease. Each letter of credit to be deposited and
maintained with Landlord (or the proceeds thereof) shall be held by Landlord as
security for the faithful performance and observance by Tenant of the terms,
provisions and conditions of this Lease, and in the event that (x) any default
by Tenant beyond any applicable notice and cure periods occurs under this Lease,
or (y) Landlord transfers its right, title and interest under this Lease to a
third party and, after ten (10) days notice from Landlord, the bank issuing such
letter of credit does not consent to the transfer of such letter of credit to
such third party, or (z) notice is given by the bank issuing such letter of
credit that it does not intend to renew the same, as above provided, and a
substitute letter of credit in form and substance satisfactory to Landlord and
otherwise complying with the terms of this Article is not received by Landlord
within ten (10) days after such notice is given, then, in any such event,
Landlord may draw on such letter of credit, and the proceeds of such letter of
credit shall then be held and applied as security (and be replenished, if
necessary) as provided in this Article and this Lease. In the event Landlord
shall use, apply or retain the whole or any part of the security deposit
hereunder, Tenant shall immediately deliver to Landlord an amount equal to the
sum used, applied or retained by Landlord in accordance therewith so that at all
times during the term hereof, Landlord shall have as the security hereunder an
amount equal to the security deposit. Provided Tenant is not then in default
beyond any applicable notice and cure periods hereunder, and provided Tenant
shall have timely delivered possession of the demised premises to Landlord, any
letter of credit, or any remaining portion of any sum drawn by Landlord on any
such letter of credit under this Article, together with any other portion of or
sum held by Landlord as security hereunder, shall be returned to Tenant promptly
following the expiration of this Lease (or, provided Tenant is not then in
default beyond any applicable notice and cure periods hereunder, the earlier
termination of this Lease).

64.     EXTERMINATION

        Tenant, at its sole cost and expense, shall maintain such extermination
services as are necessary to keep the demised premises free of pests and vermin
at all times.

65.     ODORS

        Tenant shall not cause or permit any unusual or objectionable odors,
by-products or waste material to permeate from the demised premises. Tenant
covenants that it will hold Landlord harmless against all claims, damages or
causes of action for damages arising after the commencement of the term of this
Lease and will indemnify Landlord for all such suits, orders or decrees and
judgments entered therein, resulting from the use of said unusual or
objectionable odors, by-products or waste material, and, in addition, Tenant
covenants to pay any attorneys' fees and other legal expenses made necessary in
connection with any claim or suit as aforesaid, all provided, however, that
Tenant is given immediate written notice thereof with the opportunity to defend
by attorneys of its designation



                                       14
<PAGE>   22

        For the purpose of eliminating any such odors, waste material or
by-products, Tenant may erect and maintain such facilities and appurtenances as
may be necessary to eliminate any such odors, by-products or waste materials.
All such facilities or appurtenances shall be erected at Tenant's sole cost and
expense, shall be in accordance with applicable laws, orders and regulations of
all governmental authorities and the New York Board of Fire underwriters as set
forth in Article 6 of this Lease, and shall be subject to Landlord's reasonable
approval.

66.     FLOOR LOADS

        Tenant shall not place a load upon any floor of the demised premises
exceeding the floor load per square foot area which it was designed to carry and
which is allowed by law. Tenant agrees to position all machines, safes,
business machines, printing equipment or other mechanical equipment in such
locations as to minimize noise and vibration emanating therefrom. All of such
installations shall be placed and maintained by Tenant, at Tenant's sole cost
and expense, in settings sufficient, in Landlord's sole judgment, to absorb and
prevent vibration, noise and annoyance to other tenants in the Building.

        All of such machines and/or equipment installed by Tenant in the demised
premises shall not at any time be in violation of existing laws affecting the
demised premises or in violation of the Certificate of Occupancy issued for the
Building.

67.     LANDLORD'S COSTS BY TENANT'S DEFAULTS

        If Landlord, as a result of a default by Tenant of any of the provisions
of this Lease, including the covenants to pay rent and/or additional rent, makes
any expenditure or incurs any obligations for the payment of money including,
but not limited to, reasonable attorney's fees, in instituting, prosecuting or
defending any action or proceeding, such sums so paid or obligations so incurred
with interest (at the prime rate then being charged by Citibank, N.A. plus five
(5 %) percent) and costs shall be deemed to be additional rent hereunder and
shall be paid by Tenant to Landlord within five (5) days of rendition of any
bill or statement to Tenant therefor, and if any expenditure is incurred in
collecting such obligations, such sum shall also be recoverable by Landlord as
additional damages.

69.     LOBBY ATTENDANT

        For the purpose of maintaining lobby attendant service in the passenger
lobby of the Building, Tenant agrees to pay to Landlord a sum equal to 10% of
Landlord's total cost of maintaining such lobby attendant service. This sum
shall be payable as additional rent due under this Lease. As the cost of
maintaining such lobby attendant shall increase or decrease, so shall the above
mentioned charge be adjusted proportionate to the increase or decrease in the
total cost of maintaining such lobby attendant service.

69.     PLATE GLASS

        Tenant, at its own cost and expense, shall replace all damaged or broken
plate glass or other glass in or about the demised premises.

70.     BROKER

        Tenant warrants that it has dealt with no real estate broker other than
Helmsley-Spear, Inc. and Cushman & Wakefield, Inc. (collectively the "Brokers"),
in negotiating this Lease and agrees to indemnify and hold harmless Landlord in
the event that any claims for a brokerage commission are made by any party other
than the Brokers. This provision shall survive the expiration or sooner
termination of this Lease.




                                       15
<PAGE>   23

71.     SUBORDINATION AND ATTORNMENT

        Supplementing Article 7 hereof:

        (a) This Lease, and all rights of Tenant under it, are subordinate and
subject to all present and future ground, master or operating leases of the Land
and the Building and any and all present and future mortgages, security
interests or other security documents upon or affecting the Land and the
Building and to all advances thereunder and all renewals, replacements,
modifications, amendments, consolidations and extensions thereof (all of the
foregoing, collectively, the "Senior Interests", and the holders of Senior
Interests, collectively, "Senior Interest Holders"), unless any Senior Interest
Holder elects, by written notice to Tenant, that this Lease shall be superior
to its lease or mortgage. This Article shall be self-operative and no further
instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall, within twenty (20) days of demand therefor,
execute, acknowledge and deliver any instrument that Landlord, any Senior
Interest Holder or any of their respective successors in interest may (in the
form required by the Senior Interest Holder requesting the same) request to
evidence such subordination.

        (b) Any Senior Interest Holder who succeeds to the rights of Landlord
under this Lease is sometimes referred to herein as a "Successor Landlord".
Tenant acknowledges and agrees that, upon a Successor Landlord's succession to
the rights of Landlord under this Lease, Tenant shall, at the option of such
Successor Landlord, fully and completely attorn to and recognize the Successor
Landlord as Tenant's landlord hereunder and shall promptly execute and deliver
to such Successor Landlord any additional instrument that such Successor
Landlord may request to evidence such attornment. Upon attornment, this Lease
shall continue in full force and effect as a direct Lease between Tenant and the
Successor Landlord upon all of the terms, covenants and conditions contained
herein except that the Successor Landlord shall not be: (a) liable for any
previous act or omission of Landlord under this Lease, (b) subject to any offset
which had occurred to Tenant against any prior Landlord, (c) obligated to
complete any construction of the Building or the demised premises, (d) obligated
to make any payment to or on behalf of Tenant, (e) required to account for any
security deposit except to the extent of any security deposit actually delivered
to the Successor Landlord, or (f) bound by any previous modification of this
Lease or by any prepayment of more than one month's fixed annual rent or
additional rent unless such modification or prepayment was expressly approved in
writing by the Successor Landlord. Nothing contained in this Article shall be
construed to impair any right otherwise exercisable by a Senior Interest Holder.

72.     USE AND OCCUPANCY

        Supplementing Article 2 hereof:

        (a) Subject to and in accordance with all rules, regulations, laws,
ordinances, statutes and requirements of all governmental authorities and any
bodies having jurisdiction thereof, Tenant covenants and agrees that it shall
use the demised premises solely for executive, administrative and general
offices and for no other purpose.

        (b) Tenant covenants that Tenant will (i) not use or suffer or permit
any person to use the demised premises for any unlawful purpose and (ii) obtain
and maintain at Tenant's sole cost and expense all licenses and permits from any
and all governmental authorities having jurisdiction of the demised premises
which may be necessary for the conduct of Tenant's business therein. Tenant
further covenants to comply with all applicable laws, resolutions, codes, rules
and regulations of any department, bureau, agency or any governmental authority
having jurisdiction over the operation occupancy, maintenance and use of the
demised premises for the purpose set forth herein. Tenant indemnifies and saves
Landlord harmless from and against any claims, penalties, loss, damage, cost or
expense imposed by reason of a violation of any applicable law or the rules and
regulations of governmental authorities having jurisdiction thereof relating to
Tenant's use and occupancy of the demised premises.

        (c) Tenant shall not, and shall not direct, suffer or permit any of its
agents, contractors, employees, licensees or invitees to at any time handle,
use, manufacture, store or dispose of in or



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<PAGE>   24

about the demised premises or the Building, any (collectively "HAZARDOUS
MATERIALS) flammable materials, explosives, radioactive materials, hazardous
wastes or materials, toxic wastes or materials, or other similar substances,
petroleum products or derivatives or any substance subject to regulation by or
under any federal, state and local laws and ordinances relating to the
protection of the environment or the keeping, use or disposition of
environmentally hazardous materials, substances, or wastes, presently in effect
or hereafter adopted, all amendments to any of them, and all rules and
regulations issued pursuant to any of such laws or ordinances (collectively
"Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials
to be used in any manner not fully in compliance with all Environmental Laws in
the demised premises or the Building or allow the environment to become
contaminated with any Hazardous Materials. Notwithstanding the foregoing, and
subject to Landlord's prior consent, Tenant may handle, store, use or dispose of
products containing small quantities of Hazardous Materials (such as aerosol
cans containing insecticides, toner for copiers, paints, paint remover and the
like) to the extent customary and necessary for the use of the demised premises
as permitted herein; provided that Tenant shall always handle, store, use, and
dispose of any such Hazardous Materials in a safe and lawful manner and never
allow such Hazardous Materials to contaminate the demised premises, Building or
the environment. Tenant shall protect, defend, indemnify and hold each and all
of the Landlord Parties harmless from and against any and all loss, claims,
liability or costs (including court costs and attorney's fees) incurred by
reason of any failure of Tenant to fully comply with all applicable
Environmental Laws, or the presence, handling, use or disposition in or from the
demised premises of any Hazardous Materials (even though permissible under all
applicable Environmental Laws or the provisions of this Lease), or by reason of
any actual or asserted failure of Tenant to keep, observe, or perform any
provision hereof.

73.     AIR CONDITIONING

        Tenant agrees that the payment for cost of electric power consumed by
the air conditioning system shall be the responsibility of Tenant.

        During the term of this Lease, the air conditioning system shall be
owned by Landlord and shall be surrendered to Landlord at the expiration or
sooner termination of this Lease in good working condition, reasonable wear and
tear excepted. Tenant agrees to maintain the system and provide periodic service
thereto but not less than once per year at its sole cost and expense make
replacements of parts to the air conditioning unit as they may become necessary
during the term of this Lease.

74.     HOLDING OVER

        If Tenant holds over in possession after the expiration or sooner
termination of the original term or of any extended term of this Lease, such
holding over shall not be deemed to extend the term of or constitute a renewal
of this Lease, but such holding shall be upon the covenants and conditions
herein set forth, except that the charge for use and occupancy of the demised
premises for each calendar month or part thereof (even if such part shall be a
small fraction of a calendar month) that Tenant so holds over shall be equal to
the sum of:

        a. 1/12 of the highest annual rent rate set forth in this Lease, times
2.0, plus

        b. l/ 12 of the net increase, if any, in fixed annual rent due solely to
increase in the cost of the value of electric service furnished to the demised
premises in effect on the last day of the term of this Lease, plus

        c. 1/12 of all other items of annual additional rent (including, but not
limited to, real estate tax escalations), which annual additional rent would
have been payable pursuant to this Lease had this Lease not expired, plus

        d. those other items of additional rent (not annual additional rent)
which would have been payable monthly pursuant to this Lease, had this Lease
not expired, which total sum Tenant agrees to pay to Landlord promptly upon
demand, in full, without set-off or deduction. Neither the billing nor the
collection of use and occupancy in the above amount shall be deemed a waiver of
any right of Landlord to collect damages for Tenant's failure to vacate the
demised premises after the expiration



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<PAGE>   25

or sooner termination of this Lease. The aforesaid provisions of this Article
shall survive the expiration or sooner termination of this Lease.

75.     SIGNAGE

        Tenant shall be allowed three (3) listings in the Building lobby
directory, for which it agrees to pay to Landlord a one time charge which shall
not exceed Landlord's cost, per listing requested. No other signs or advertising
of any kind will be permitted in the Building lobby.

        Tenant will be permitted to display upon the entrance door to the
demised premises a sign of size, material and design subject to Building
standard. Tenant further agrees to submit the text and design of such door sign
to Landlord for Landlord's reasonable approval. Upon approval by Landlord,
Landlord shall cause such sign to be prepared and installed, the cost for which
Tenant agrees to reimburse Landlord within five (5) days of receipt of request
by Landlord for payment.

        Landlord reserves right to change Building standard from time to time
and to change the signs and listings to comply with the Building standard. In no
instance will Tenant he permitted to display any signs or advertising in the
windows of the Building.

76.     ELECTRIC CURRENT

        Tenant acknowledges that its consumption of electrical energy at the
demised premises during the term hereof shall be measured by a separate meter
servicing the demised premises and Landlord shall have no responsibility in
connection therewith. Tenant shall make all necessary arrangements and pay all
charges for the installation and maintenance of such meter. Tenant shall make
application directly to the public utility and/or other providers for Tenant's
entire separate supply of electric current and Landlord shall permit its wires
and conduits, to the extent available and safely capable, to be used for such
purpose, but only to the extent of Tenant's then authorized load.

        Landlord shall not be liable to Tenant for any loss or damage or expense
which Tenant may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for Tenant's
requirements. Tenant covenants and agrees that at all times its use of electric
current shall never exceed the capacity of existing feeders to the Building or
wiring installation. Any riser or risers to supply Tenant's electrical
requirements, upon written request of Tenant, will. be installed by Landlord, at
the sole cost and expense of Tenant, if, in Landlord's sole judgment, the same
are necessary and will not cause permanent damage or injury to the Building or
demised premises or cause or create a dangerous or hazardous condition or entail
excessive or unreasonable alterations, repairs or expense or interfere with or
disturb other tenants or occupants. in addition to the installation of such
riser or risers, Landlord will also at the sole cost and expense of Tenant,
install all meters and other equipment proper and necessary in connection
therewith subject to the aforesaid terms and conditions. Only rigid conduit or
electricity metal tubing (EMT) will be allowed.

        77. EFFECT OF GOVERNMENTAL LIMITATION ON RENTS AND OTHER CHARGES

        If any law, decision, order, rule or regulation (collectively called
"Limiting Law") of any governmental authority shall have the effect of limiting
for any period of time the amount of rent or other amounts payable by Tenant to
any amount less than the amount required by this Lease, then:

        A. throughout the period of limitation, Tenant shall remain liable for
the maximum amount of rent and other amounts which are legally payable; and

        B. when the period of limitation ends, or if the Limiting Law is
repealed, or following any order or ruling that substantially restrains or
prohibits enforcement of the Limiting Law, Tenant shall pay to Landlord, on
demand (to the extent that payment of such amounts is not prohibited by law),
all amounts that would have been due from Tenant to Landlord during the period
of limitation but which were not paid because of the Limiting Law; and
thereafter Tenant shall pay to Landlord rent



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<PAGE>   26

and all other amounts due pursuant to this Lease, all calculated as though there
had been no intervening period of limitation.

78.     LATE PAYMENTS

        Tenant acknowledges that monthly fixed rent and additional rent payments
are due on or before the first (1st) day of each month. Tenant shall herein be
permitted to make such payments up to the fifth (5th) day of each month without
additional charge. In the event that, during any calendar year, Tenant fails to
make such payments of any portion of rents due by the fifth (5th) day of each
month, Landlord shall, for each lateness after the first occurrence, be
permitted to charge Tenant, as additional rent, the sum of one thousand two
hundred and fourteen ($1,214.00) Dollars as liquidated damages and not as a
penalty, which Tenant agrees to pay within fifteen (15) days of receipt of
invoice.

79.     FURTHER PROVISIONS AS TO DEFAULT

        All sums of money, other than the fixed annual rent reserved in this
Lease, which shall become due from and payable by Tenant to Landlord hereunder,
shall constitute additional rent, the default in the payment of which Landlord
shall have the same remedies as for a default in the payment of fixed annual
rent.

        If Tenant is late in making any payments due to Landlord from Tenant
under this Lease for thirty (30) or more days, then interest shall become due
and owing to Landlord on such payment from the date thirty (30) days after which
it was due, which interest shall be computed at the following rates:

        (i) for an individual or partnership tenant, computed at the maximum
lawful rate of interest;

        (ii) for a corporate tenant, computed at the rate of two and 00/100
(2.00%) percent per month, but in no event in excess of the maximum lawful rate
of interest chargeable to corporations in the State of New York.

        Bills for any expenses incurred by Landlord in connection with any
performance by it for the account of Tenant after a default hereunder beyond the
applicable grace period, and bills for all costs, expenses and disbursements of
every kind and nature whatsoever including, but not limited to, reasonable
counsel fees, involved in collecting or endeavoring to collect the fixed annual
rent or any additional rent or any part thereof, enforcing or endeavoring to
enforce any rights against Tenant or any of Tenant's obligations against Tenant,
under or in connection with this Lease, or pursuant to law, including any such
cost, expense and disbursement involved in instituting and prosecuting summary
proceedings, as well as bills for any property, material, labor, or services
provided, furnished, or rendered, by Landlord at Tenant's instance to or for the
benefit of Tenant, may be sent by Landlord to Tenant monthly, or immediately, at
Landlord's option, and shall be due and payable in accordance with the terms of
such bills.

80.     TERM: CONDITION OF DEMISED PREMISES; LANDLORD'S WORK

        (a) The term of this Lease (the "Term") shall commence on May 1, 1999
(the "Commencement Date") and shall expire on April 30, 2009 (the "Expiration
Date"), unless sooner terminated pursuant to any provision hereof or by law. The
taking of occupancy or possession of the whole or any portion of the demised
premises by Tenant shall be conclusive evidence that the demised premises and
the Building were in good and satisfactory condition as of such date. Tenant
covenants and agrees that if permission is given to Tenant to enter into
possession of all or any portion of the demised premises prior to the
Commencement Date, then Tenant shall pay all charges for water, sewage disposal,
heating, cooling, electricity, lighting and any other utilities attributable to
the demised premises which are payable by Tenant hereunder from the date upon
which the demised premises are delivered to Tenant. Any such charges which may
be paid by Landlord shall be reimbursed to Landlord by Tenant within fifteen
(15) days of rendition of a bill therefor. In addition, from such date



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<PAGE>   27

of delivery through and including the Commencement Date, Tenant shall perform
all of its obligations hereunder (other than the obligation to pay fixed annual
rent) including, without limitation, its indemnity and insurance obligations.

        (b) Tenant acknowledges that has made or been given the opportunity to
make a thorough examination and inspection of the demised premises. Tenant
agrees that it is entering into this Lease without any representations or
warranties by Landlord, its employees, agents, representatives or servants or
any other person as to the condition of the demised premises or the
appurtenances thereof or any improvements therein or thereon, or any other
matters pertinent thereto or to this Lease, except to the extent specifically
set forth herein. Tenant agrees to accept the demised premises in "as is'
condition at the time possession is given to Tenant, without requiring any
alterations, improvements, repairs or decorations to be made by Landlord or at
Landlord's expense, other than the performance of Landlord's Work (defined
below).

        (c) Tenant agrees to accept the demised premises in "as is" condition,
with the exception of the following work ("Landlord's Work") to be performed by
Landlord:

                (i)     remove any asbestos in the demised premises in
                        compliance with applicable law and deliver to Tenant an
                        ACP-5 certificate for the demised premises;

                (ii)    construct two (2) new bathrooms in compliance with the
                        Americans with Disabilities Act in accordance with the
                        plan attached as Exhibit A;

                (iii)   provide adequate electrical power (400 amp service);

                (iv)    install a 30 ton tenant-controlled air conditioning unit
                        without duct work;

                (v)     the demised premises shall be sprinklered to the extent
                        required by applicable law;

                (vi)    sand wood floors in the demised premises and apply one
                        (1) coat of polyurethane; and

                (vii)   deliver the demised premises in broom clean condition.

        81. RENT

                (a) Beginning on the Commencement Date and continuing thereafter
throughout the term of this Lease, Tenant shall pay to Landlord fixed annual
rent as follows:

                        1.      for the period commencing on the Commencement
                                Date and ending on the last day of the sixtieth
                                month of the term hereof, $291,500.00 per annum,
                                payable in consecutive equal monthly
                                installments of $24,291.67 on the first day of
                                each calendar month during such period; and

                        2.      for the period commencing on the first day of
                                the sixty-first month of the term hereof and
                                ending on the last day of the one hundred and
                                twentieth month of the term hereof, $313,500.00
                                per annum, payable in consecutive equal monthly
                                installments of $26,125,00 on the first day of
                                each calendar month during such period;

provided, however, that if Tenant shall not be in default on any of its
obligations hereunder, Landlord shall waive the monthly installments of fixed
annual rent for the first three (3) months of the term hereof. Notwithstanding
the foregoing, if Landlord's work shall not have been substantially completed
within three (3) months from the Commencement Date, Tenant's free rent period
will be extended until the day that Landlord's Work is substantially completed



                                       20
<PAGE>   28

        (b) Beginning on the Commencement Date, Tenant shall pay to Landlord as
additional rent all sums payable by Tenant under the provisions of this Lease
other than fixed annual rent including, without limitation, all interest that
may accrue thereon in the event of Tenant's failure to pay such amounts when
due, and all damages, costs and expenses which Landlord may incur by reason of
any default of Tenant or failure on Tenant's part to comply with the terms of
this Lease, all of which shall be due and payable within twenty (20) days of
demand therefor unless another time is expressly provided for in this Lease.
Landlord shall have the same remedies for failure to pay additional rent as for
non-payment of fixed annual rent.

        (c) Tenant shall pay the fixed annual rent and additional rent when due,
without notice or demand, and without any abatement, deduction or set-off,
except for any notices, demands, abatements, deductions or set-offs expressly
provided for elsewhere in this Lease. Tenant shall pay such amounts to Landlord
in lawful money of the United States by check or other method of payment so that
in any case the funds are "available" on the due date for payment thereof at the
address of Landlord or such other place Landlord may designate by notice to
Tenant.

        (d) The rent payable for any portion of a calendar month included in the
term shall be prorated in the ratio that the number of days in such portion
bears to the actual number of days in such month.

        (e) The first monthly installment of Rent payable hereunder shall be
paid upon Tenant's execution and delivery of this Lease.

82.     INDEMNIFICATION Tenant shall defend, indemnify and hold harmless

        Landlord, its agents, officers, directors, shareholders, partners,
members and principals (whether disclosed or undisclosed) (hereinafter the
"Landlord Parties") from and against any and all claims, demands, liability,
loss, damage, costs and expenses (including reasonable attorneys' fees and
disbursements) arising from or in connection with: (a) any breach or default
beyond the expiration of any applicable grace or cure period by Tenant in the
full and prompt payment and performance of Tenant's obligations hereunder; (b)
the use or occupancy or manner of use or occupancy of the demised premises by
Tenant or any person. claiming under or through Tenant; (c) any act, omission or
negligence of Tenant or any of its subtenants, assignees or licensees or its or
their partners, principals, directors, officers, agents, invitees, employees,
guests, customers or contractors during the term hereof; (d) any accident,
injury or damage occurring in or about the demised premises during the term
hereof; (e) the performance of any alteration in the demised premises including,
without limitation, Tenant's failure to obtain any permit, authorization or
license or failure to pay in full any contractor, subcontractor or materialmen
performing work on such alteration; and (f) any mechanics lien filed, claimed or
asserted in connection with any alteration or any other work, labor, services or
materials done for or supplied to, or claimed to have been done for or supplied
to, Tenant, or any person claiming through or under Tenant provided, however,
that same shall not have been caused by the gross negligence or willful
misconduct of Landlord, its agents, contractors, principals, officers,
directors, employees or assigns. If any claim, action or proceeding is brought
against any of the Landlord Parties for a matter covered by this indemnity,
Tenant, upon notice from the indemnified person or entity, shall defend such
claim, action or proceeding with counsel reasonably satisfactory to Landlord and
the indemnified person or entity.

83.     LANDLORD'S APPROVALS

        Whenever Tenant shall submit to Landlord any plan, agreement or other
document for Landlord's consent or approval, and Landlord shall require the
expert opinion of Landlord's counsel or architect as to the form or substance
thereof, Tenant agrees to pay the reasonable fee of such architect and/or
counsel for reviewing the said plan, agreement or document.

84.     intentionally omitted.



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<PAGE>   29

85.     ACCESS TO FREIGHT ELEVATOR

        Tenant will be permitted non-exclusive access to the Building's freight
elevators at no charge during normal business hours, but Tenant's use thereof
shall be in compliance with all of the provisions of this Lease including,
without limitation, the Building's Rules and Regulations.

86.     VENTING

        Subject to the reasonable rules of Landlord and to Landlord's
requirements regarding its location and manner of venting, Tenant shall be
permitted to vent any special equipment installed in the demised premises
(including, but not limited to, any air-cooled supplemental HVAC units) through
the Building's windows (other than on the Fifth Avenue side of the Building)
provided Tenant otherwise complies with the provisions of this Lease, including,
but not limited to, the Building's Rules and Regulations.




                                            162 ASSOCIATES LLC

                                            By: Helmsley-Spear, Inc., as Agent

                                            By [SIGNATURE ILLEGIBLE]
                                               ---------------------------------


                                            FORT POINT PARTNERS, INC.

                                            By James Roche
                                               ---------------------------------



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