<PAGE>
                                                                    Exhibit 10.4

                               AGREEMENT OF LEASE

                                     Between

                                 100 WILLIAM LLC

                                    Landlord,

                                       and

                                 NEXTVENUE, INC.

                                     Tenant.

                                    Premises:
                          The entire Eighth (8th) Floor
                     and a portion of the Ninth (9th) Floor
                               100 William Street
                               New York, New York
<PAGE>

                                TABLE OF CONTENTS

                                                                     Page No.

1. BASIC LEASE TERMS....................................................    1
   A. Premises..........................................................    1
   B. Definitions.......................................................    1
2. USE AND OCCUPANCY....................................................    3
   A. Permitted Uses....................................................    3
   B. Use Prohibitions..................................................    3
3. ALTERATIONS..........................................................    4
   A. Alterations Within Premises.......................................    4
   B. Intentionally Omitted.............................................    5
   C. Submission of Plans...............................................    5
   D. Mechanics' Liens; Labor Conflicts.................................    6
4. REPAIRS - FLOOR LOAD.................................................    6
5. WINDOW CLEANING......................................................    7
6. REQUIREMENTS OF LAW..................................................    7
7. SUBORDINATION........................................................    8
   A. Subordination.....................................................    8
   B. Attornment........................................................    8
8. RULES AND REGULATIONS................................................    9
9. INSURANCE............................................................   10
   A. Tenant's Insurance................................................   10
   B. Tenant's Improvement Insurance....................................   11
   C. Waiver of Subrogation.............................................   11
10. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE................   11
   A. Repair of Damage..................................................   11
   B. Termination Option................................................   12
   C. Repair Delays.....................................................   13
   D. Provision Controlling.............................................   13
   E. Property Loss or Damage...........................................   13
11. CONDEMNATION........................................................   14
   A. Condemnation......................................................   14
   B. Award.............................................................   15
12. ASSIGNMENT AND SUBLETTING...........................................   15
   A. Prohibition Without Consent.......................................   15
   B. Notice of Proposed Transfer.......................................   16
   C. Landlord's Option.................................................   16
   D. Termination by Landlord...........................................   16
   E. Intentionally Omitted.............................................   16
   F. Effect of Termination.............................................   16
   G. Conditions for Landlord's Approval................................   17
   H. Future Requests...................................................   19


                                       i
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   I. Sublease Provisions...............................................   19
   J. Profits from Assignment or Subletting.............................   19
   K. Other Transfers...................................................   20
   L. Related Corporation...............................................   21
   M. Assumption by Assignee............................................   21
   N. Liability of Tenant...............................................   21
   O. Listings..........................................................   22
   P. Intentionally Reserved............................................   22
   Q. Re-entry by Landlord..............................................   22
13. CONDITION OF TILE PREMISES..........................................   23
   A. Acceptance by Tenant..............................................   23
   B. Tenant's Initial Alteration.......................................   23
14. ACCESS TO PREMISES..................................................   23
15. CERTIFICATE OF OCCUPANCY............................................   24
16. LANDLORD'S LIABILITY................................................   24
17. DEFAULT.............................................................   25
   A. Events of Default; Conditions of Limitation.......................   25
   B. Effect of Bankruptcy..............................................   26
   C. Conditional Limitation............................................   27
18. REMEDIES AND DAMAGES................................................   27
   A. Landlord's Remedies...............................................   27
   B. Damages...........................................................   28
   C. Legal Fees........................................................   29
19. FEES AND EXPENSES...................................................   30
   A. Curing Tenant's Defaults..........................................   30
   B. Late Charges......................................................   30
20. NO REPRESENTATIONS BY LANDLORD......................................   30
21. END OF TERM.........................................................   31
   A. Surrender of Premises.............................................   31
   B. Holdover by Tenant................................................   31
22. QUIET ENJOYMENT.....................................................   31
23. FAILURE TO GIVE POSSESSION..........................................   32
24. NO WAIVER...........................................................   32
25. WAIVER OF TRIAL BY JURY.............................................   33
26. INABILITY TO PERFORM................................................   33
27. BILLS AND NOTICES...................................................   34
28. ESCALATION..........................................................   34
   A. Defined Terms.....................................................   34
   B. Escalation........................................................   37
   C. Payment of Escalations............................................   37
   D. Adjustments.......................................................   39


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<PAGE>

29. SERVICES............................................................   40
   A. Elevator..........................................................   40
   B. Heating...........................................................   40
   C. Cooling...........................................................   40
   D. After Hours and Additional Services...............................   41
   E. Cleaning..........................................................   42
   F. Sprinkler System..................................................   42
   G. Water.............................................................   42
   H. Electricity Service...............................................   43
   I. Interruption of Services..........................................   45
30. PARTNERSHIP TENANT..................................................   46
   A. Partnership Tenants...............................................   46
   B. Limited Liability Entity..........................................   46
31. VAULT SPACE.........................................................   47
32. SECURITY DEPOSIT....................................................   47
33. CAPTIONS............................................................   48
34. ADDITIONAL DEFINITIONS..............................................   48
35. PARTIES BOUND.......................................................   48
36. BROKER..............................................................   48
37. INDEMNITY...........................................................   49
38. ADJACENT EXCAVATION SHORING.........................................   49
39. MISCELLANEOUS.......................................................   50
   A. No Offer..........................................................   50
   B. Signatories.......................................................   50
   C. Certificates......................................................   50
   D. Directory Listings................................................   50
   E. Authority.........................................................   51
   F. Signage...........................................................   51
   G. Consents and Approvals............................................   51
   H. Intentionally Omitted.............................................   51
   I. Renewal Option....................................................   52
   J. Downtown Benefits.................................................   53
40. RIGHT OF FIRST OFFER................................................   53
41. SATELLITE DISHES....................................................   57
   A. Satellite Rent....................................................   57
   B. Roof Access.......................................................   58
   C. Tenant's Obligations..............................................   58
42. TENANT'S GENERATOR..................................................   60
43. DOWNTOWN BENEFITS...................................................   61


                                      iii
<PAGE>

EXHIBITS

Exhibit 1     Floor Plan of Premises
Exhibit 2     Intentionally Deleted
Exhibit 3     Current Cleaning Specifications
Exhibit 4     Form of Letter of Credit


SCHEDULES

Schedule A    Rules and Regulations
Schedule B-1  Landlord's Core Work
Schedule B-2  Tenant's Initial Alteration
Schedule C    Requirements for Certificates of Final Approval
Schedule D    Tenant Alteration Work and New Construction Conditions and
              Requirement


                                       iv
<PAGE>

      AGREEMENT OF LEASE, made as of this 7th day of July 1999, between 100
WILLIAM LLC, a Delaware limited liability company, having an office c/o Taconic
Investment Partners, L.L.C., 1500 Broadway, Suite 1020 New York, New York 10036
("Landlord") and NEXTVENUE, INC., a Delaware corporation, having an office at
2200 Fletcher Avenue, Fifth Floor, Fort Lee, New Jersey 07024 ("Tenant").

                                   WITNESSETH:

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

      1. BASIC LEASE TERMS.

            A. Premises. Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord the entire eighth (8th) floor and a portion of the ninth
(9th) floor, as more particularly shown hatched on Exhibit 1 annexed hereto and
made a part hereof (the "Premises") in the building known as 100 William Street,
in the Borough of Manhattan, New York County, City and State of New York (the
"Building" and, together with the plot of land upon which such building stands,
the "Real Property") for a term (the "Term") to commence on the "Commencement
Date" (hereinafter defined), and to end on the "Expiration Date" (hereinafter
defined), both dates inclusive, unless the Term shall sooner end pursuant to any
of the terms, covenants or conditions of this Lease or pursuant to law at the
"Rent" (hereinafter defined, which Rent shall also include any additional rent
payable hereunder), 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,
commencing on the Rent Commencement Date and on the first (1st) day of each
calendar month thereafter during the Term (except as hereinafter otherwise
provided), at the office of Landlord or such other place as Landlord may
designate, without any set-off, offset, abatement or deduction whatsoever,
except that the first (1st) monthly installment of Rent shall be payable on the
date hereof. If the Rent Commencement Date (as hereinafter defined) shall occur
on a date other than the first (1st) day of any calendar month, Tenant shall pay
to Landlord, on the first (1st) day of the month next succeeding the month
during which the Rent Commencement Date shall occur, an amount equal to such
proportion of an equal monthly installment of Rent as the number of days from
and including the Rent Commencement Date bears to the total number of days in
said calendar month. Such payment, together with the sum paid by Tenant upon the
execution of this Lease, shall constitute payment of the Rent for the period
from the Rent Commencement Date to and including the last day of the next
succeeding calendar month.

            B. Definitions. The following definitions contained in this
subsection B of this Article 1 shall have the meanings hereinafter set forth
used throughout this Lease, including, without limitation, the Exhibits,
Schedules and Riders attached hereto (if any).
<PAGE>

                  (i) "Commencement Date" shall mean the date hereof.

                  (ii) "Expiration Date" shall mean the date which is the ten
(10) year anniversary of the Rent Commencement Date.

                  (iii) "Rent" shall mean:

                        (a) for the period commencing on the Rent Commencement
Date through and including the day immediately preceding the date on which the
fifth (5th) anniversary of the Rent Commencement Date shall occur, $844,101.00
Dollars per annum, payable in equal monthly installments of $70,341.75 Dollars
each; and

                        (b) for the period commencing on the date on which the
fifth (5th) anniversary of the Rent Commencement Date shall occur through and
including the Expiration Date, $906,627.00 per annum, payable in equal monthly
installments of $75,552.25 each.

                  (iv) "Tenant's Initial Alteration" shall mean the work and
installations at the Premises as set forth in Schedule B-1. All of the terms,
covenants and conditions of Schedule B are incorporated in this Lease by
reference and shall be deemed a part of this Lease as though more fully set
forth in the body of this Lease.

                  (v) "Rent Commencement Date" shall mean the eight (8) month
anniversary of the Commencement Date; provided, however, that (i) if Landlord
shall not have substantially completed Landlord's Core Work on or prior to the
Landlord's Core Work Anticipated Completion Date (as defined in Schedule B-1) by
reasons other than force majeure and (ii) the substantial completion of
Landlord's Core Work after the Landlord's Core Work Anticipated Completion Date
unreasonably interferes with the commencement and/or substantial completion by
or on behalf of Tenant of Tenant's Initial Alteration so as to actually have
caused a material delay in the completion thereof, Tenant's Rent Commencement
Date shall be extended one (1) day for each day that the commencement and
substantial completion of Tenant's Initial Alteration was actually materially
delayed by Landlord's failure to substantially complete Landlord's Core Work on
or prior to the Landlord's Core Work Anticipated Completion Date by means other
than force majeure.

                  (vi) "Permitted Uses" shall mean executive and general offices
and data center in connection with Tenant's business. Notwithstanding the
foregoing, Tenant shall also be permitted to make telephone sales from the
Premises incidental to the foregoing.

                  (vii) "Base Tax Year" shall mean the fiscal year commencing
July 1, 1999 and ending June 30, 2000, or such other fiscal year as shall be
used by the City of New York.

                  (viii) "Tenant's Proportionate Share" shall mean 8.389%.


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<PAGE>

                  (ix) "Broker" shall mean, collectively, Douglas Elliman
Commercial and Insignia/Edward S. Gordon, Inc.

                  (x) "Hazardous Substances" shall mean, collectively, (a)
asbestos and polychlorinated biphenyls and (b) hazardous or toxic materials,
wastes and substances which are defined, determined and identified as such
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42 U.S.C. ss.ss. 9601 et seq.; the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. ss.ss. 6901 et seq.; the Toxic Substance Control
Act, 15 U.S.C. ss.ss. 2601 et seq.; the Water Pollution Control Act (also known
as the Clean Water Act), 33 U.S.C. ss. 1251 et seq.; the Clean Air Act, 42
U.S.C. ss. 7401 et seq.; and the Hazardous Materials Transportation Act, 49
U.S.C. ss. 1801 et seq.

      Notwithstanding anything to the contrary contained in this subsection B of
this Article 1, Articles 1 through 42 shall control the rights and obligations
of the parties hereto except that the provisions of any Riders shall supersede
any inconsistent provisions in Articles 1 through 42, as the case may be.

      2. USE AND OCCUPANCY.

            A. Permitted Uses. Tenant shall use and occupy the Premises for the
Permitted Uses, and for no other purpose.

            B. Use Prohibitions. Tenant hereby represents, warrants and agrees
that Tenant's business is not photographic, multilith or multigraph
reproductions or offset printing. Anything contained herein to the contrary
notwithstanding, Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used (i) for the business of
photographic, multilith or multigraph reproductions or offset printing, (ii) for
a banking, trust company, depository, guarantee or safe deposit business, (iii)
as a savings bank, a savings and loan association or a loan company, (iv) for
the sale of travelers checks (except as may be issued by Tenant to employees of
Tenant for petty cash type reimbursement), money orders, drafts, foreign
exchange or letters of credit or for the receipt of money for transmission, (v)
as a "retail" stock broker's or dealer's office which shall be open to the
general public (except pursuant to prior appointment), (vi) as a restaurant or
bar or for the sale of confectionery, soda, beverages, sandwiches, ice cream or
baked goods or for the preparation, dispensing or consumption of food or
beverages in any manner whatsoever except for vending machines, the type, number
and location of which shall be subject to Landlord's prior approval, which
approval shall not be unreasonably withheld or delayed, (vii) as a news or cigar
stand, (viii) as an employment agency, labor union office, physician's or
dentist's office or for the rendition of any other diagnostic or therapeutic
services, dance or music studio, school (except for the training of employees of
Tenant), (ix) as a barber shop, beauty salon or manicure shop (x) for the direct
sale, at retail, wholesale or otherwise, of any goods or products, (xi) for a
public stenographer or typist, (xii) for a telephone or telegraph agency,
telephone or secretarial service for the public at large, (xiii) for a messenger
service for the public at large, (xiv) for gambling or gaming activities,
obscene or pornographic purposes or any sort of commercial sex establishment,
(xv) for the possession, storage, manufacture or sale of alcohol, drugs or


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<PAGE>

narcotics, (xvi) for the conduct of a public auction, (xvii) for the offices or
business of any federal, state or municipal agency or any agency of any foreign
government or (xviii) for any use that would cause the Premises to be deemed a
place of public accommodation under the Americans with Disabilities Act of 1990.
Nothing in this subsection B shall preclude Tenant from using any part of the
Premises for photographic, multilith or multigraph reproductions in connection
with, either directly or indirectly, its own business and/or activities.

      3. ALTERATIONS.

            A. Alterations Within Premises. Except as otherwise provided herein,
Tenant shall not make or perform or permit the making or performance of, any
alterations, installations, improvements, additions or other physical changes in
or about the Premises ("Alterations") without Landlord's prior consent.
Notwithstanding the preceding sentence, Landlord's prior consent shall not be
required for decorative, non-structural changes which do not cost in excess of
$75,000.00 in the aggregate. Landlord agrees not to unreasonably withhold or
delay its consent to any Alterations proposed to be made by Tenant to adapt the
Premises for those business purposes permitted by subsection A of Article 2
hereof, which are nonstructural and which do not affect the Building's
mechanical, electrical, plumbing, Class E or other Building systems or the
structural integrity of the Building, provided that such Alterations are
performed only by contractors or mechanics reasonably approved by Landlord, do
not affect any part of the Building other than the Premises, do not adversely
affect any service required to be furnished by Landlord to Tenant or to any
other tenant or occupant of the Building, do not reduce the value or utility of
the Building and are performed in compliance with all applicable laws. Tenant
shall not perform work, without Landlord's consent, which consent Landlord may
withhold in its sole discretion, which would (i) require changes to the
structural components of the Building or the exterior design of the Building,
(ii) require any material modification to the Building's mechanical, electrical,
plumbing installations or other Building installations outside the Premises,
(iii) not be in compliance with all applicable laws, rules, regulations and
requirements of any governmental department having jurisdiction over the
Building and/or the construction of the Premises, including but not limited to,
the Americans with Disabilities Act of 1990, or (iv) be incompatible with the
Certificate of Occupancy for the Building. Any changes required by any
governmental department affecting the construction of the Premises (other than
Landlord's Core Work) shall be performed at Tenant's sole cost and expense. All
Alterations shall be done at Tenant's expense and at such times and in such
manner as Landlord may from time to time reasonably designate pursuant to the
conditions for Alterations prescribed by Landlord for the Premises, a copy of
which is annexed hereto as Schedule D and made a part hereof. Landlord shall
have the right to modify such rules and regulations provided that no such
modification shall materially increase Tenant's obligations or materially reduce
its rights with respect to the performance of Alterations. All furniture,
furnishings and movable fixtures and removable partitions installed by Tenant
must be removed from the Premises by Tenant, at Tenant's expense, prior to the
Expiration Date. All Alterations in and to the Premises which are made by
Landlord or Tenant prior to and during the Term, or any renewal thereof, shall
become the property of Landlord upon the Expiration Date or earlier end of the
Term or any renewal thereof, and shall not be removed from the Premises by
Tenant unless Landlord, at Landlord's


                                       4
<PAGE>

option by notice to Tenant contemporaneously with Landlord's approval of such
Alteration and as a condition to such approval, elects to have them removed from
the Premises by Tenant, in which event the same shall be removed from the
Premises by Tenant, at Tenant's expense, prior to the Expiration Date. In the
event Landlord elects to have Tenant remove such Alterations, Tenant shall
repair and restore in a good and workmanlike manner to Building standard
original condition (reasonable wear and tear excepted) any damage to the
Premises or the Building caused by such removal. Any of such fixtures or
installations not so removed by Tenant at or prior to the Expiration Date or
earlier termination of the Term shall become the property of Landlord, but
nothing herein shall be deemed to relieve Tenant of responsibility for the cost
of removal of any such fixtures or installations which Tenant is obligated to
remove hereunder.

            B. Intentionally Omitted.

            C. Submission of Plans. Except as otherwise expressly set forth
herein, prior to making any Alterations, Tenant (i) shall submit to Landlord or
to a consultant appointed by Landlord ("Landlord's Consultant") detailed plans
and specifications (including layout, architectural, mechanical, electrical,
plumbing, Class E sprinkler and structural drawings stamped by a professional
engineer or architect licensed in the State of New York) for each proposed
Alteration and shall not commence any such Alteration without first obtaining
Landlord's approval of such plans and specifications, (ii) shall pay to Landlord
all reasonable costs and expenses incurred by Landlord (including the cost of
Landlord's Consultant) in connection with Landlord's review of Tenant's plans
and specifications, (iii) shall, at its expense, obtain all permits, approvals
and certificates required by any governmental or quasi-governmental bodies, and
(iv) shall furnish to Landlord duplicate original policies or certificates
thereof of worker's compensation insurance (covering all persons to be employed
by Tenant, and Tenant's contractors and subcontractors in connection with such
Alteration) and comprehensive public liability (including property damage
coverage) insurance in such form, with such companies, for such periods and in
such amounts as Landlord may reasonably require, naming Landlord and its agents
as additional insureds. Landlord or Landlord's Consultant shall respond to
Tenant with respect to Tenant's submission of detailed plans and specifications
within ten (10) business days after receipt of such submission. In the event
Landlord or Landlord's Consultant does not respond within such ten (10) business
day period, Tenant may send Landlord a notice stating that, if Landlord does not
respond to Tenant's submission within ten (10) business days after receipt by
Landlord of such notice, Tenant's submission shall be deemed approved. If
Landlord or Landlord's Consultant fails to respond to such notice within ten
(10) business days after receipt thereof, Landlord's consent shall be deemed
given therefor. Upon completion of such Alteration, Tenant, at Tenant's expense,
shall obtain certificates of final approval of such Alteration, including the
"as-built" drawings showing such Alterations, required by any governmental or
quasigovernmental bodies and shall furnish Landlord with copies thereof. All
Alterations shall be made and performed in accordance with the Rules and
Regulations (hereinafter defined) and in accordance with the Americans with
Disabilities Act of 1990, including, but not limited to, the accessibility
provisions thereof; all construction materials and equipment to be incorporated
in the Premises as a result of all Alterations shall be new and first quality;
no such construction materials or


                                       5
<PAGE>

equipment shall be subject to any lien, encumbrance, chattel mortgage or title
retention or security agreement except for equipment owned by Tenant and subject
to purchase money financing security interests of the vendors thereof.
Landlord's approval of Tenant's plans, specifications and working drawings for
Alterations shall create no responsibility or liability on the part of Landlord
with respect to their completeness, design, sufficiency or compliance with all
applicable laws, rules or regulations of governmental agencies or authorities.

            D. Mechanics' Liens; Labor Conflicts. Any mechanic's lien filed
against the Premises, or the Real Property, for work claimed to have been done
for, or materials claimed to have been furnished to, Tenant shall be discharged
by Tenant within twenty (20) days after Tenant shall have received notice
thereof, at Tenant's expense, by payment or filing the bond required by law.
Tenant shall not, at any time prior to or during the Term, directly or
indirectly employ, or permit the employment of, any contractor, mechanic or
laborer in the Premises, whether in connection with any Alteration or otherwise,
if, in Landlord's sole discretion, such employment will interfere or cause any
conflict with other contractors, mechanics, or laborers engaged in the
construction, maintenance or operation of the Building by Landlord, Tenant or
others. In the event of any such interference or conflict, Tenant, upon demand
of Landlord, shall cause all contractors, mechanics or laborers causing such
interference or conflict to leave the Building immediately. Landlord may, at its
option, direct Tenant to cause any contractor, mechanic or laborer in the
Premises to be bonded to Landlord's reasonable satisfaction.

      4. REPAIRS - FLOOR LOAD. Landlord shall operate, maintain and repair the
public structural and mechanical portions of the Building, both exterior and
interior in conformance with standards applicable to office buildings in
Manhattan and all Rules and Regulations (as hereinafter defined). Tenant shall,
throughout the Term, take good care of the Premises, Tenant's Equipment (as
hereinafter defined) and the fixtures and appurtenances therein and at Tenant's
sole cost and expense, make all nonstructural repairs thereto as and when needed
to preserve them in good working order and condition, reasonable wear and tear
and damage for which Tenant is not responsible under the terms of this Lease
excepted. Tenant shall pay Landlord for all replacements to the lamps, tubes,
ballasts and starters in the lighting fixtures installed in the Premises at
competitive prices. Notwithstanding the foregoing, all damage or injury to the
Premises or to any other part of the Building, or to its fixtures, equipment and
appurtenances, whether requiring structural or nonstructural repairs, caused by
or resulting from acts or omissions, neglect or improper conduct of, or
Alterations made by Tenant or any of Tenant's employees, invitees or licensees,
shall be repaired promptly by (i) Tenant, at its sole cost and expense, to the
reasonable satisfaction of Landlord or (ii) Landlord, at Tenant's expense, to
the extent the repairs are structural in nature. Tenant also shall repair all
damage to the Building and the Premises caused by the moving of Tenant's
fixtures, furniture or equipment. All the aforesaid repairs shall be of quality
and class equal to the original work or construction and shall be made in
accordance with the provisions of Article 3 hereof. If Tenant fails after ten
(10) days notice to proceed with due diligence to make repairs required to be
made by Tenant hereunder, the same may be made by Landlord, at the expense of
Tenant, and the expenses thereof incurred by Landlord shall be collectible by
Landlord as additional rent promptly after rendition of a bill or statement
therefor; provided


                                       6
<PAGE>

however, interest shall not commence to accrue until Landlord has rendered such
statement or bill. Tenant shall give Landlord prompt notice of any defective
condition in any plumbing, electrical, air-cooling or heating system located in,
servicing or passing through the Premises. Tenant shall not place a load upon
any floor of the Premises exceeding the floor load per square foot area which
such floor was designed to carry and which is allowed by law. Landlord reserves
the right to reasonably prescribe the weight and position of all safes, business
machines and heavy equipment and installations. Business machines and mechanical
equipment shall be placed and maintained by Tenant at Tenant's expense in
settings sufficient, in Landlord's reasonable judgment, to absorb and prevent
vibration, noise and annoyance. Except as expressly provided in Article 10
hereof, there shall be no allowance to Tenant for a diminution of rental value
and no liability on the part of Landlord by reason of inconvenience, annoyance
or injury to business arising from Landlord, Tenant or others making, or failing
to make, any repairs, alterations, additions or improvements in or to any
portion of the Building, or the Premises, or in or to fixtures, appurtenances,
or equipment thereof. If the Premises be or become infested with vermin,
Landlord, at Landlord's expense (or at Tenant's expense if such infestation is
caused by Tenant), shall cause the same to be exterminated from time to time to
the satisfaction of Landlord and shall employ such exterminators and such
exterminating company or companies as shall be approved by Landlord. The water
and wash closets and other 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.

      5. WINDOW CLEANING. Tenant shall not clean, nor require, permit, suffer or
allow any window in the Premises to be cleaned, from the outside in violation of
Section 202 of the Labor Law, or any other applicable law, or of the rules of
the Board of Standards and Appeals, or of any other board or body having or
asserting jurisdiction.

      6. REQUIREMENTS OF LAW. Tenant, at its sole expense, shall comply with all
laws, statutes, orders, directives and regulations of federal, state, county,
city and municipal authorities, departments, bureaus, boards, agencies,
commissions and other sub-divisions thereof, and of any official thereof and any
other governmental and quasi-public authority and all rules, orders, regulations
or requirements of the New York Board of Fire Underwriters, or any other similar
body which shall now or hereafter impose any violation, order or duty upon
Landlord or Tenant with respect to the Premises as a result of the specific
manner or use, occupation or alteration thereof by Tenant. Tenant shall not do
or permit to be done any act or thing upon the Premises which will invalidate or
be in conflict with any insurance policies covering the Building and fixtures
and property therein; and shall not do, or permit anything to be done in or upon
the Premises or bring or keep anything therein, except as now or hereafter
permitted by the New York City Fire Department, New York Board of Fire
Underwriters, New York Fire Insurance Rating Organization or other authority
having jurisdiction and then only in such quantity and manner of storage as not
to increase the rate for fire insurance applicable to the Building, or use the
Premises in a manner which shall increase the rate of fire insurance on the
Building or on property located therein, over that in similar type buildings or
in effect at the Commencement Date. Any work or installations made or performed
by or on behalf of Tenant or any person claiming through or under Tenant
pursuant to this Article shall be made


                                       7
<PAGE>

in conformity with, and subject to the provisions of, Article 3 hereof. If by
reason of Tenant's failure to comply with the provisions of this Article,
Landlord shall give Tenant five (5) days notice of such failure and if such
failure to comply continues after such five (5) day period and if the fire
insurance rate shall thereafter be higher than it otherwise would be, then
Tenant shall reimburse Landlord, as additional rent hereunder, for that part of
all fire insurance premiums thereafter paid by Landlord which shall have been
charged because of such failure of use by Tenant, and shall make such
reimbursement upon the first day of the month following such outlay by Landlord.
In any action or proceeding wherein Landlord and Tenant are parties, a schedule
or "make up" of rates for the Building or the Premises issued by the New York
Fire Insurance Rating Organization, or other body fixing such fire insurance
rates, shall be conclusive evidence of the facts therein stated and of the
several items and charges in the fire insurance rates then applicable to the
Premises. Notwithstanding anything to the contrary, Landlord shall comply with
all laws, statutes, orders, directives and regulations of governmental
authorities applicable to the Building but not in respect of the Premises.

      7. SUBORDINATION.

            A. Subordination. This Lease is subject and subordinate to each and
every ground or underlying lease of the Real Property or the Building heretofore
or hereafter made by Landlord (collectively, the "Superior Leases") and to each
and every trust indenture and mortgage (collectively, the "Mortgages") which may
now or hereafter affect the Real Property, the Building or any such Superior
Lease and the leasehold interest created thereby, and to all renewals,
extensions, supplements, amendments, modifications, consolidations, and
replacements thereof or thereto, substitutions therefor and advances made
thereunder, provided that the lessor under any such Superior Lease or the holder
of any Mortgage, as the case may be, execute and deliver to Tenant a
Non-Disturbance Agreement (as hereinafter defined). This clause shall be
self-operative and no further instrument of subordination shall be required to
make the interest of any lessor under a Superior Lease, or trustee or mortgagee
of a Mortgage superior to the interest of Tenant hereunder. In confirmation of
such subordination, however, Tenant shall execute promptly a subordination and
non-disturbance agreement that Landlord may reasonably request and Tenant hereby
irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to
execute any such certificate or certificates for and on behalf of Tenant. If the
date of expiration of any Superior Lease shall be the same day as the Expiration
Date, the Term shall end and expire twelve (12) hours prior to the expiration of
the Superior Lease. Tenant covenants and agrees that Tenant shall not do
anything that would constitute a default under any Superior Lease or Mortgage,
or omit to do anything that Tenant is obligated to do under the terms of this
Lease so as to cause Landlord to be in default under any of the foregoing. If,
in connection with the financing of the Real Property, the Building or the
interest of the lessee under any Superior Lease, any lending institution shall
request reasonable modifications of this Lease that do not increase the
obligations of Tenant in any material way or adversely affect the rights of
Tenant in any material way under this Lease, Tenant covenants to make such
modifications.

            B. Attornment. If at any time prior to the expiration of the Term,
any Mortgage shall be foreclosed or any Superior Lease shall terminate or be
terminated for any


                                       8
<PAGE>

reason, Tenant agrees, at the election and upon demand of any owner of the Real
Property or the Building, or the lessor under any such Superior Lease, or of any
mortgagee in possession of the Real Property or the Building, to attorn, from
time to time, to any such owner, lessor or mortgagee, upon the then executory
terms and conditions of this Lease, for the remainder of the term originally
demised in this Lease, provided that such owner, lessor or mortgagee, or any
person acquiring the interest of Landlord as a result of such termination, as
the case may be, or receiver caused to be appointed by any of the foregoing,
shall then be entitled to possession of the Premises. The provisions of this
subsection B shall inure to the benefit of any such owner, lessor or mortgagee,
and shall apply notwithstanding that, as a matter of law, this Lease may
terminate upon the termination of any such Superior Lease, and shall be
self-operative upon any such demand, and no further instrument shall be required
to give effect to said provisions. Tenant, however, upon demand of any such
owner, lessor or mortgagee, agrees to execute, from time to time, instruments in
confirmation of the foregoing provisions of this subsection B, satisfactory to
any such owner, lessor or mortgagee, acknowledging such attornment and setting
forth the terms and conditions of its tenancy. Nothing contained in this
subsection B shall be construed to impair any right otherwise exercisable by any
such owner, lessor or mortgagee.

      8. RULES AND REGULATIONS. Tenant and Tenant's contractors, employees,
agents, visitors, and licensees shall comply strictly with, the Rules and
Regulations annexed hereto and made a part hereof as Schedule A and such other
and further reasonable Rules and Regulations as Landlord or Landlord's agents
may from time to time adopt (collectively, the "Rules and Regulations"). In case
Tenant disputes the reasonableness of any additional Rule or Regulation
hereafter made or adopted by Landlord or Landlord's agents, the parties hereto
agree to submit the question of the reasonableness of such Rule or Regulation
for decision to the Chairman of the Board of Directors of the Management
Division of The Real Estate Board of New York, Inc., or to such impartial person
or persons as he may designate, 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
Landlord within sixty (60) days after receipt by Tenant of written notice of the
adoption of any such additional Rule or Regulation. Nothing in this Lease
contained shall be construed to impose upon Landlord any duty or obligation to
enforce the Rules and Regulations or terms, covenants or conditions in any other
lease, against any other tenant and Landlord shall not be liable to Tenant for
violation of the same by any other tenant, its servants, employees, agents,
visitors or licensees, except that Landlord shall not enforce any Rule or
Regulation against Tenant in a discriminatory manner. Furthermore, no such
additional Rule or Regulation shall materially increase any of Tenant's
obligations under this Lease or interfere with, in any material way, Tenant's
use of the Premises or diminish, in any material way, Tenant's rights hereunder.
If there is any conflict between this Lease and the Rules and Regulations, the
provisions of this Lease shall control.


                                       9
<PAGE>

      9. INSURANCE.

            A. Tenant's Insurance. Tenant shall obtain at its own expense and
keep in full force and effect during the Term, a policy of commercial general
liability insurance (including, without limitation, insurance covering tenant's
contractual liability under this Lease), under which Tenant is named as the
insured, and Landlord, Landlord's asset manager, Landlord's managing agent, the
present and any future mortgagee of the Real Property or the Building and/or
such other designees specified by Landlord from time to time, are named as
additional insureds, as their interests may appear. Such policy shall contain
(i) a provision that no act or omission of Tenant shall affect or limit the
obligation of the insurance company to pay the amount of any loss sustained
subject to customary exclusions reasonably acceptable to Landlord, (ii) a waiver
of subrogation against Landlord or a consent to a waiver of right of recovery
against Landlord, provided, however, such waiver of subrogation shall not be
applicable to the liability section of such policy, and (iii) an agreement by
the insurer that it will not make any claim against or seek to recover from
Landlord for any loss, damage or claim whether or not covered under such policy.
Such policy shall also contain a provision which provides the insurance company
will not cancel or refuse to renew the policy, or change in any material way
(except for increases in coverage) the nature or extent of the coverage provided
by such policy, without first giving Landlord at least thirty (30) days written
notice by certified mail, return receipt requested, which notice shall contain
the policy number and the names of the insureds and policy holder. The minimum
limits of liability shall be a combined single limit with respect to each
occurrence in an amount of not less than $3,000,000 for injury (or death) and
damage to property or such greater amount as Landlord may, from time to time,
reasonably require. Tenant shall also maintain at its own expense during the
Term a policy of workers' compensation insurance providing statutory benefits
for Tenant's employees and employer's liability. Tenant shall provide to
Landlord upon execution of this Lease and at least thirty (30) days prior to the
termination of any existing policy, a certificate evidencing the effectiveness
of the insurance policies required to be maintained hereunder which shall
include the named insured, additional insured, carrier, policy number, limits of
liability, effective date, the name of the insurance agent and its telephone
number. Tenant shall provide Landlord with a certificate evidencing any such
policy upon written request of Landlord. Tenant shall have the right to obtain
any of the insurance required hereunder pursuant to a blanket policy covering
other properties provided the blanket policy contains an endorsement that names
Landlord, Landlord's asset manager, Landlord's managing agent, the present and
any future mortgagee of the Real Property or the Building and/or such other
designees specified by Landlord from time to time, as additional insureds,
references the Premises, and guarantees a minimum limit available for the
Premises equal to the amount of insurance required to be maintained hereunder.
Notwithstanding anything in this Section 9 to the contrary, to the extent
unavailable, Tenant shall not be required to name Landlord as an additional
insured in policy or policies of workers' compensation insurance. Each policy
required hereunder shall contain a clause that the policy and the coverage
evidenced thereby shall be primary with respect to any policies carried by
Landlord, and that any coverage carried by Landlord shall be excess insurance.
The limits of the insurance required under this subsection shall not limit the
liability of Tenant under this Lease. All insurance required to be carried by
Tenant pursuant to the terms of this Lease shall be effected under valid and


                                       10
<PAGE>

enforceable policies issued by reputable and independent insurers permitted to
do business in the State of New York, and rated in Best's Insurance Guide, or
any successor thereto (or if there be none, an organization having a national
reputation) as having a general policyholder rating of "A" and a financial
rating of at least "13". In the event that Tenant fails to continuously maintain
insurance as required by this subsection, Landlord may, at its option and
without relieving Tenant of any obligation hereunder, order such insurance and
pay for the same at the expense of Tenant. In such event, Tenant shall repay the
amount expended by Landlord, with interest thereon, immediately upon Landlord's
written demand therefor.

            B. Tenant's Improvement Insurance. Tenant shall also maintain at its
own expense during the Term a policy against fire and other casualty on an "all
risk" form covering all Alterations, construction and other improvements
installed within the Premises, whether existing in the Premises on the date
hereof or hereinafter installed by or on behalf of Landlord or Tenant, and on
all furniture, fixtures, equipment, personal property and inventory of Tenant
located in the Premises and any property in the care, custody and control of
Tenant (fixed or otherwise) sufficient to provide 100% full replacement value of
such items, which policy shall otherwise comply with the provisions of
subsections A and C of this Article 9. On any such policy, Tenant shall name
Landlord as a loss payee, as its interest may appear.

            C. Waiver of Subrogation. Subject to the provisions hereof, the
parties hereto shall procure an appropriate clause in, or endorsement on, any
"all-risk" property insurance covering the Premises and the Building, including
its respective Alterations, construction and other improvements as well as
personal property, fixtures, furniture, inventory and equipment located thereon
or therein, pursuant to which the insurance companies waive subrogation or
consent to a waiver of right of recovery, and each party hereby agrees that it
will not make any claim against or seek to recover from the other for any loss
or damage to its property or the property of others resulting from fire or other
hazards covered by such "all-risk" property insurance policies to the extent
that such loss or damage is actually recoverable under such policies exclusive
of any deductibles. Such waiver will not apply should any loss or damage result
from one of the parties' gross negligence or willful misconduct. If the payment
of an additional premium is required for the inclusion of such waiver of
subrogation provision, each party shall advise the other of the amount of any
such additional premiums and the other party shall pay the same. It is expressly
understood and agreed that Landlord will not carry insurance on the Alterations,
construction and other improvements presently existing or hereafter installed
within the Premises or on Tenant's fixtures, furnishings, equipment, personal
property or inventory located in the Premises or insurance against interruption
of Tenant's business.

      10. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE.

            A. Repair of Damage. If the Premises (other than Alterations or
Tenant's property) shall be damaged by fire or other casualty, then Landlord
shall proceed to repair and restore (subject to receipt of insurance proceeds)
the Premises to its condition preceding the damage, subject to the provisions of
this Article 10. Landlord shall have no liability to Tenant, and Tenant shall
not be entitled to terminate this Lease, if such repairs and restoration are not


                                       11
<PAGE>

in fact completed within Landlord's estimated time period, so long as Landlord
shall have proceeded with reasonable due diligence. Until such repairs shall be
made, the Rent shall be reduced in the proportion which the area of the part of
the Premises which is not usable by Tenant bears to the total area of the
Premises; provided, however, should Tenant reoccupy a portion of the Premises
for the conduct of its business prior to the date such repairs are made, the
Rent shall be reinstated with respect to such reoccupied portion of the Premises
and shall be payable by Tenant from the date of such occupancy. Landlord shall
use its commercially reasonable efforts to minimize interference with Tenant's
use and occupancy in making any repairs pursuant to this Section. Further,
should Landlord, at its sole option, make available to Tenant, during the period
of such repair, other space in the Building of equal or better quality which is
reasonably suitable for the temporary continuation of Tenant's business, the
Rent shall be reinstated with respect to such temporarily occupied space and
shall be payable by Tenant from the date such space is occupied by Tenant.
Whenever in this Article 10 reference is made to restoration of the Premises (i)
Tenant's obligation shall be as to all property within the Premises including
Tenant's furniture, fixtures, equipment and other personal property, any and all
Alterations, construction or other improvements made to the Premises by or on
behalf of Tenant and any other leasehold improvements existing in the Premises
on the date hereof, all of which shall be restored and replaced at Tenant's sole
cost and expense and (ii) Landlord's obligation, if any, shall be as to the
shell, which constitutes the structure of the Building and the mechanical,
electrical, plumbing, air-conditioning and other building systems up to the
point of connection into the Premises, the floor and ceiling slabs of the
Premises, the exterior walls of the Premises and other core areas. Landlord's
obligation to repair or rebuild, and Tenant's right to rent abatement, as
described in this Article 10, are only effective provided the damage or
destruction is not due to the intentional or negligent acts or omissions of
Tenant, its agents, employees, licensees or invitees. After substantial
completion of Landlord's repair obligations set forth above, Landlord shall
provide Tenant and Tenant's contractor, subcontractors and materialmen access to
the Premises to perform Alterations. Such access by Tenant shall be deemed to be
subject to all of the applicable provisions of this Lease, except that there
shall be no obligation on the part of Tenant, solely as a result of such access,
to pay any Rent or additional rent with respect to the affected portion of the
Premises for any period prior to the re-occupation of any part of the Premises
by Tenant for the conduct of its business. During any period of Tenant's repair
and restoration following substantial completion of Landlord's repair and
restoration work, Rent and additional rent shall be payable as if said fire or
other casualty had not occurred.

            B. Termination Option. Anything in subsection A of this Article 10
to the contrary notwithstanding, if the Premises are totally damaged or are
rendered wholly untenantable, and if Landlord's architect determines that it
will take in excess of eight (8) months to restore the Premises, or if the
Building shall be so damaged by fire or other casualty that, in Landlord's
opinion, either substantial alteration, demolition or reconstruction of the
Building shall be required (whether or not the Premises shall have been damaged
or rendered untenantable) or the Building, after its proposed repair, alteration
or restoration shall not be economically viable as an office building, then in
any of such events, Landlord or Tenant, may, not later than ninety (90) days
following the damage, give the other party a notice in writing terminating this
Lease. In addition (i) if any material damage shall occur to the


                                       12
<PAGE>

Premises or the Building during the last one (1) year of the Term, either party
thereto shall have the option to terminate this Lease by written notice to the
other party and in such event this Lease shall terminate on the later of the
date of the notice of termination or the date Tenant vacates the Premises and
removes all of its property therefrom and (ii) Landlord shall not be obligated
to repair or restore the Premises or the Building if a holder of a mortgage or
underlying leasehold applies proceeds of insurance to the loan or lease payment
balance, and the remaining proceeds, if any, available to Landlord are
insufficient to pay for such repair or restoration. If Landlord elects to
terminate this Lease, the Term shall expire upon the thirtieth (30th) day after
such notice is given, and Tenant shall vacate the Premises and surrender the
same to Landlord. If Tenant shall not be in default under this Lease, then upon
the termination of this Lease under the conditions provided for in the next
preceding sentence, Tenant's liability for Rent thereafter accruing shall cease
as of the day following such damage and the Rent shall be apportioned to the
date that the Premises are no longer useable.

            C. Repair Delays. Landlord shall not be liable for reasonable delays
which may arise by reason of the claim adjustment with any insurance company on
the part of Landlord and/or Tenant, and for reasonable delays on account of
"labor troubles" or any other cause beyond Landlord's control.

            D. Provision Controlling. The parties agree that this Article 10
constitutes an express agreement governing any case of damage or destruction of
the Premises or the Building by fire or other casualty, and that Section 227 of
the Real Property Law of the State of New York, which provides for such
contingency in the absence of an express agreement, and any other law of like
import now or hereafter in force shall have no application in any such case.

            E. Property Loss or Damage. Any Building employee to whom any
property shall be entrusted by or on behalf of Tenant shall be deemed to be
acting as Tenant's agent with respect to such property and neither Landlord nor
its agents shall be liable for any damage to property of Tenant or of others
entrusted to employees of the Building, nor for the loss of or damage to any
property of Tenant by theft or otherwise. Neither Landlord nor its agents shall
be liable for any injury or damage to persons or property or interruption of
Tenant's business resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain or snow or leaks from any part of the Building or from
the pipes, appliances or plumbing works or from the roof, street or subsurface
or from any other place or by dampness or by any other cause of whatsoever
nature; nor shall Landlord or its agents be liable for any such damage caused by
other tenants or persons in the Building or caused by construction of any
private, public or quasi-public work; nor shall Landlord be liable for any
latent defect in the Premises or in the Building. Anything in this Article 10 to
the contrary notwithstanding, nothing in this Lease shall be construed to
relieve Landlord from responsibility directly to Tenant for any loss or damage
caused directly to Tenant wholly or in part by the gross negligence or willful
misconduct or willful omission of Landlord. Nothing in the foregoing sentence
shall affect any right of Landlord to the indemnity from Tenant to which
Landlord may be entitled under Article 37 hereof in order to recoup for payments
made to compensate for losses of third parties. If at any time any windows of
the Premises are temporarily closed,


                                       13
<PAGE>

darkened or bricked-up for any reason whatsoever including, but not limited to,
Landlord's own acts, or any of such windows are permanently closed, darkened or
bricked-up if required by law or related to any construction upon property
adjacent to the Real Property by Landlord or others, Landlord shall not be
liable for any damage Tenant may sustain thereby and Tenant shall not be
entitled to any compensation therefor nor abatement of Rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction. Tenant
shall reimburse and compensate Landlord as additional rent within fifteen (15)
days after rendition of a statement for all expenditures made by, or damages or
fines sustained or incurred by, Landlord due to nonperformance or noncompliance
with or breach or failure to observe any term, covenant or condition of this
Lease upon Tenant's part to be kept, observed, performed or complied with.
Tenant shall give immediate notice to Landlord in case of fire or accident in
the Premises or in the Building. Tenant shall not move any safe, heavy
machinery, heavy equipment, freight, bulky matter or fixtures into or out of the
Building without Landlord's prior consent which shall not be unreasonably
withheld or delayed and payment to Landlord of Landlord's actual out-of-pocket
costs in connection therewith. If such safe, machinery, equipment, freight,
bulky matter or fixtures requires special handling, Tenant agrees to employ only
persons holding a Master Rigger's License to do said work, and that all work in
connection therewith shall comply with the Administrative Code of the City of
New York and all other laws and regulations applicable thereto, and shall be
done during such hours as Landlord may designate and, notwithstanding said
consent of Landlord, Tenant shall indemnify Landlord for, and hold Landlord
harmless and free from, damages sustained by persons or property and for any
damages or monies paid out by Landlord in settlement of any claims or judgments,
as well as for all expenses and attorneys' fees incurred in connection with the
foregoing and all costs incurred in repairing any damage to the Building or
appurtenances.

      11. CONDEMNATION.

            A. Condemnation. If the whole of the Real Property, the Building or
the Premises shall be acquired or condemned for any public or quasi-public use
or purpose, this Lease and the Term shall end as of the date of the vesting of
title with the same effect as if said date were the Expiration Date. If only a
part of the Real Property shall be so acquired or condemned then (i) except as
hereinafter provided in this subsection A, this Lease and the Term shall
continue in force and effect but, if a part of the Premises is included in the
part of the Real Property so acquired or condemned, from and after the date of
the vesting of title, the Rent shall be reduced in the proportion which the area
of the part of the Premises so acquired or condemned bears to the total area of
the Premises immediately prior to such acquisition or condemnation; (ii) whether
or not the Premises shall be affected thereby, Landlord, at Landlord's option,
may give to Tenant, within sixty (60) days next following the date upon which
Landlord shall have received notice of vesting of title, a thirty (30) days
notice of termination of this Lease; and (iii) if the part of the Real Property
so acquired or condemned shall contain more than twenty percent (20%) of the
total area of the Premises immediately prior to such acquisition or
condemnation, or if, by reason of such acquisition or condemnation, Tenant no
longer has reasonable means of access to the Premises, Tenant, at Tenant's
option, may give to Landlord, within sixty (60) days next following the date
upon which Tenant shall have received notice of vesting of title, a thirty (30)
days notice of


                                       14
<PAGE>

termination of this Lease. If any such thirty (30) days notice of termination is
given by Landlord or Tenant this Lease and the Term shall come to an end and
expire upon the expiration of said thirty (30) days with the same effect as if
the date of expiration of said thirty (30) days were the Expiration Date. If a
part of the Premises shall be so acquired or condemned and this Lease and the
Term shall not be terminated pursuant to the foregoing provisions of this
subsection A, Landlord, at Landlord's expense, shall restore that part of the
Premises not so acquired or condemned to a self-contained rental unit inclusive
of Tenant's Alterations. In the event of any termination of this Lease and the
Term pursuant to the provisions of this subsection A, the Rent shall be
apportioned as of the date of such termination and any prepaid portion of Rent
for any period after such date shall be refunded by Landlord to Tenant.

            B. Award. In the event of any such acquisition or condemnation of
all or any part of the Real Property, Landlord shall be entitled to receive the
entire award for any such acquisition or condemnation, Tenant shall have no
claim against Landlord or the condemning authority for the value of any
unexpired portion of the Term and Tenant hereby expressly assigns to Landlord
all of its right in and to any such award. Nothing contained in this subsection
B shall be deemed to prevent Tenant from making a claim in any condemnation
proceedings for the then value of any furniture, furnishings and fixtures
installed by and at the sole expense of Tenant and included in such taking and
for Tenant's costs and expenses associated with moving, provided that such award
shall not reduce the amount of the award otherwise payable to Landlord.

      12. ASSIGNMENT AND SUBLETTING.

            A. Prohibition Without Consent. Tenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, expressly covenants that it shall not assign, mortgage, pledge,
encumber or otherwise transfer this Lease, nor underlet, nor suffer, nor permit
the Premises or any part thereof to be used or occupied by others (whether for
desk space, mailing privileges or otherwise), without the prior written consent
of Landlord in each instance. If this Lease be assigned, or if the Premises or
any part thereof be underlet or occupied by anybody other than Tenant, Landlord
may, after default by Tenant, collect rent from the assignee, undertenant or
occupant, and apply the net amount collected to the Rent herein reserved, but no
assignment, underletting, occupancy or collection shall be deemed a waiver of
the provisions hereof, the acceptance of the assignee, undertenant or occupant
as tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. In the event that any such
default is cured, then any sums collected from any subtenant, user or occupant
in excess of the Rent and additional rent and costs of collection, shall be
promptly paid to Tenant after deducting any fees and expenses payable by Tenant
to Landlord in connection with such default. The consent by Landlord to an
assignment or underletting shall not in any way be construed to relieve Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or underletting. In no event shall any permitted subtenant 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


                                       15
<PAGE>

consent in each instance. Any assignment, sublease, mortgage, pledge,
encumbrance or transfer in contravention of the provisions of this Article 12
shall be void.

            B. Notice of Proposed Transfer. If Tenant shall at any time or times
during the Term desire to assign this Lease or sublet all or part of the
Premises, Tenant shall give notice thereof to Landlord, which notice shall be
accompanied by (i) a conformed or photostatic copy of the proposed assignment or
sublease (or, in lieu thereof, a fully executed bona fide term sheet setting
forth the material terms of the proposed transaction), the effective or
commencement date of which shall be not less than sixty (60) nor more than one
hundred and eighty (180) days after the giving of such notice, (ii) a statement
setting forth in reasonable detail the identity of the proposed assignee or
subtenant, the nature of its business and its proposed use of the Premises,
(iii) current financial information with respect to the proposed assignee or
subtenant, including, without limitation, its most recent financial report, (iv)
an agreement by Tenant to indemnify Landlord against liability resulting from
any claims that may be made against Landlord by the proposed assignee or
subtenant or by any brokers or other persons claiming a commission or similar
compensation in connection with the proposed assignment or sublease and (v) in
the case of a sublease, such additional information related to the proposed
subtenant as Landlord shall reasonably request, if any.

            C. Landlord's Option. The notice containing all of the information
set forth in Subsection B of this Article 12 above shall be deemed an offer from
Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option,
if the proposed sublease is for any portion of the Premises but substantially
the remainder of the Term, terminate this Lease with respect to the portion of
the Premises proposed to be sublet. Said option may be exercised by Landlord by
notice to Tenant at any time within fourteen (14) days after the aforesaid
notice has been given by Tenant to Landlord; and during such fourteen (14) day
period Tenant shall not assign this Lease nor sublet such space to any person or
entity.

            D. Termination by Landlord. If Landlord exercises its option to
terminate this Lease in the case where Tenant desires either to assign this
Lease or sublet all or substantially all of the Premises, then this Lease shall
end and expire on the date that such assignment or sublet was to be effective or
commence, as the case may be, and the Rent and additional rent due hereunder
shall be paid and apportioned to such date. Furthermore, if Landlord exercises
its option to terminate this Lease pursuant to subsection C of this Article 12,
Landlord shall be free to and shall have no liability to Tenant if Landlord
should lease the Premises (or any part thereof) to Tenant's prospective assignee
or subtenant.

            E. Intentionally Omitted.

            F. Effect of Termination. Tenant shall complete, swear to and file
any questionnaires, tax returns, affidavits or other documentation which may be
required to be filed (a) with the New York State Department of Taxation and
Finance in connection with Article 31-B of the Tax Law of the State of New York,
(b) with the Commissioner of Finance of the City of New York or the New York
State Department of Taxation and Finance in connection with Article 31 of the
Tax Law of the State of New York, (c) with the Commissioner of


                                       16
<PAGE>

Finance of the City of New York in connection with the New York City Real
Property Transfer Tax and (d) with the appropriate governmental agency in
connection with any other tax which may now or hereafter be in effect. Tenant
further agrees to pay any amounts which may be assessed in connection with any
of such taxes and to indemnify Landlord against and to hold Landlord harmless
from any claims for payment of such taxes as a result of such transactions.

            G. Conditions for Landlord's Approval. In the event Landlord does
not exercise the recapture option provided to it pursuant to subsection C of
this Article 12 and providing that Tenant is not in default of any of Tenant's
obligations under this Lease (after notice and the expiration of any applicable
grace period) as of the time of Landlord's consent, and as of the effective date
of the proposed assignment or commencement date of the proposed sublease,
Landlord's consent (which must be in writing and form reasonably satisfactory to
Landlord) to the proposed assignment or sublease shall not be unreasonably
withheld or delayed, provided and upon condition that:

                  (i) Tenant shall have complied with the provisions of
subsection B of this Article 12 and Landlord shall not have exercised any of its
options under subsection C of this Article 12 within the time permitted
therefor;

                  (ii) In Landlord's reasonable judgment the proposed assignee
or subtenant is engaged in a business or activity, and the Premises, or the
relevant part thereof, will be used in a manner, which (a) is in keeping with
the then standards of the Building and (b) is limited to the use of the
Premises as general and executive offices;

                  (iii) The proposed assignee or subtenant is a reputable person
of good character and with sufficient financial worth considering the
responsibility involved, and Landlord has been furnished with reasonable proof
thereof;

                  (iv) Neither (a) the proposed assignee or subtenant nor (b)
any person which, directly or indirectly, controls, is controlled by or is under
common control with, the proposed assignee or subtenant, is then an occupant of
any part of the Building;

                  (v) The proposed assignee or subtenant is not a person with
whom Landlord is or has been, within the preceding three (3) month period,
negotiating to lease space comparable to the offered premises in the Building;

                  (vi) The form of the proposed sublease or instrument of
assignment (a) shall be in form reasonably satisfactory to Landlord, and,
without limitation, (1) shall not provide for a rental or other payment for the
use, occupancy or utilization of the space demised thereby based in whole or in
part on the income or profits derived by any person from the property so leased,
used, occupied or utilized other than an amount based on a fixed percentage or
percentages of gross receipts or sales and (2) shall provide that no person
having an interest in the possession, use, occupancy or utilization of the space
demised thereby shall enter into any lease, sublease, license, concession or
other agreement for use, occupancy or utilization of


                                       17
<PAGE>

such space which provides for a rental or other payment for such use, occupancy
or utilization based in whole or in part on the income or profits derived by any
person from the property so leased, used, occupied or utilized other than an
amount based on a fixed percentage or percentages of gross receipts or sales,
and that any such purported lease, sublease, concession or other agreement shall
be absolutely void and ineffective ab initio and (b) shall comply with the
applicable provisions of this Article 12;

                  (vii) There shall not be more than three (3) subtenants
(including Landlord or its designee) of the Premises;

                  (viii) The proposed space has not been advertised for less
than the then current market rent per rentable square foot for the applicable
portion of the Premises as though such portion of the Premises were vacant, and
the rental and other terms and conditions of the sublease are the same as those
contained in the proposed sublease furnished to Landlord pursuant to subsection
B of this Article 12;

                  (ix) Within five (5) days after receipt of a bill therefor,
Tenant shall reimburse Landlord for the reasonable costs that may be incurred by
Landlord in connection with said assignment or sublease, including, without
limitation, the costs of making investigations as to the acceptability of the
proposed assignee or subtenant, and reasonable legal costs incurred by Landlord
in connection with the granting of any requested consent;

                  (x) Tenant shall not have advertised or publicized in any way
the availability of the Premises without prior notice to and approval by
Landlord, nor shall any advertisement state the name (as distinguished from the
address) of the Building or the proposed rental;

                  (xi) The proposed occupancy shall not, in Landlord's
reasonable opinion, materially increase the office cleaning requirements or the
Building's operating or other expenses or impose an extra burden upon services
to be supplied by Landlord to Tenant;

                  (xii) The proposed assignee or subtenant or its business shall
not be subject to compliance with requirements of law (including related
regulations) materially different than those requirements which are applicable
to the named Tenant herein or which would impose additional requirements upon
Landlord; and

                  (xiii) The proposed subtenant or assignee shall not be
entitled, directly or indirectly, to diplomatic or sovereign immunity and shall
be subject to the service of process in, and the jurisdiction of the courts of
New York State.

      Notwithstanding any subletting to any subtenant and/or acceptance of Rent
or additional rent by Landlord from any subtenant, Tenant shall and will remain
fully liable for the payment of the Rent and additional rent due and to become
due hereunder and for the performance of all the covenants, agreements, terms,
provisions and conditions contained in this Lease on the part of Tenant to be
performed and all acts and omissions of any licensee or


                                       18
<PAGE>

subtenant or anyone claiming under or through any subtenant which shall be in
violation of any of the obligations of this Lease shall be deemed to be a
violation by Tenant. Tenant further agrees that notwithstanding any such
subletting, no other and further subletting of the Premises by Tenant or any
person claiming through or under Tenant shall or will be made except upon
compliance with and subject to the provisions of this Article 12. If Landlord
shall decline to give its consent to any proposed assignment or sublease, or if
Landlord shall exercise its option under subsection C of this Article 12, Tenant
shall indemnify, defend and hold harmless Landlord against and from any and all
loss, liability, damages, costs, and expenses (including reasonable counsel
fees) resulting from any claims that may be made against Landlord by the
proposed assignee or subtenant or by any brokers or other persons claiming a
commission or similar compensation in connection with the proposed assignment or
sublease.

            H. Future Requests. In the event that (i) Landlord fails to exercise
its option under subsection C of this Article 12 and consents to a proposed
assignment or sublease, and (ii) Tenant fails to execute and deliver the
assignment or sublease to which Landlord consented within one hundred twenty
(120) days after the giving of such consent, then, Tenant shall again comply
with all of the provisions and conditions of subsection B of this Article 12
before assigning this Lease or subletting all or part of the Premises.

            I. Sublease Provisions. With respect to each and every sublease or
subletting authorized by Landlord under the provisions of this Lease, it is
further agreed that:

                  (i) No subletting shall be for a term ending later than one
(1) day prior to the Expiration Date of this Lease;

                  (ii) No sublease shall be delivered, and no subtenant shall
take possession of the Premises or any part thereof, until an executed
counterpart of such sublease has been delivered to Landlord;

                  (iii) Each sublease shall provide that it is subject and
subordinate to this Lease and to the matters to which this Lease is or shall be
subordinate, and that in the event of termination, re-entry or dispossession by
Landlord under this Lease Landlord may, at its option, take over all of the
right, title and interest of Tenant, as sublessor, under such sublease, and such
subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then
executory provisions of such sublease, except that Landlord shall not (a) be
liable for any previous act or omission of Tenant under such sublease, (b) be
subject to any counterclaim, offset or defense, not expressly provided in such
sublease, which theretofore accrued to such subtenant against Tenant, or (c) be
bound by any previous modification of such sublease or by any previous
prepayment of more than one (1) month's Rent. The provisions of this Article 12
shall be self-operative and no further instrument shall be required to give
effect to this provision.

            J. Profits from Assignment or Subletting. If Landlord shall give its
consent to any assignment of this Lease or to any sublease or if Tenant shall
enter into any other


                                       19
<PAGE>

assignment or sublease permitted hereunder, Tenant shall in consideration
therefor, pay to Landlord, as additional rent:

                  (i) in the case of an assignment, an amount equal to one
hundred (100%) percent of all sums and other considerations paid to Tenant by
the assignee for or by reason of such assignment (including, but not limited to,
sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment,
furniture, furnishings or other personal property, less, in the case of a sale
thereof, the then net unamortized or undepreciated cost thereof determined on
the basis of Tenant's federal income tax returns) less all expenses reasonably
and actually incurred by Tenant on account of brokerage commissions, advertising
costs and leasing costs in connection with such assignment, provided that Tenant
shall submit to Landlord a receipt evidencing the payment of such expenses (or
other proof of payment as Landlord shall require); and

                  (ii) in the case of a sublease, all rents, additional charges
or other consideration payable under the sublease on a per square foot basis to
Tenant by the subtenant which is in excess of the Rent and additional rent
accruing during the term of the sublease in respect of the subleased space (at
the rate per square foot payable by Tenant hereunder) pursuant to the terms
hereof (including, but not limited to, sums paid for the sale or rental of
Tenant's fixtures, leasehold improvements, equipment, furniture or other
personal property, less, in the case of the sale thereof, the then net
unamortized or undepreciated cost thereof determined on the basis of Tenant's
federal income tax returns), less all expenses reasonably and actually incurred
by Tenant on account of brokerage commissions, advertising costs, leasing costs
and the cost of demising the premises so sublet in connection with such
sublease, provided that Tenant shall submit to Landlord a receipt evidencing the
payment of such expenses (or other proof of payment as Landlord shall require).
The sums payable under this subsection J(ii) of this Article 12 shall be paid to
Landlord as and when payable by the subtenant to Tenant.

            K. Other Transfers. (i) If Tenant is a corporation other than a
corporation whose stock is listed and traded on a nationally recognized stock
exchange (hereinafter referred to as a "public corporation"), the provisions of
subsection A of this Article 12 shall apply to a transfer (by one or more
transfers) of a majority of the stock of Tenant as if such transfer of a
majority of the stock of Tenant were an assignment of this Lease; but said
provisions shall not apply to transactions with a corporation into or with which
Tenant is merged or consolidated or to which substantially all of Tenant's
assets are transferred, provided that in any of such events (a) the successor to
Tenant has a net worth computed in accordance with generally accepted accounting
principles at least equal to the net worth of Tenant herein named on the date of
this Lease and (b) proof satisfactory to Landlord of such net worth shall have
been delivered to Landlord at least ten (10) days prior to the effective date of
any such transaction.

                  (ii) If Tenant is a partnership, the provisions of subsection
A of this Article 12 shall apply to a transfer (by one or more transfers) of a
majority interest in the partnership, as if such transfer were an assignment of
this Lease.


                                       20
<PAGE>

                  (iii) If Tenant is a subdivision, authority, body, agency,
instrumentality or other entity created and/or controlled pursuant to the laws
of the State of New York or any city, town or village of such state or of
federal government ("Governmental Entity"), the provisions of subsection A of
this Article 12 shall apply to a transfer (or one or more transfers) of any of
Tenant's rights to use and occupy the Premises, to any other Governmental
Entity, as if such transfer of the right of use and occupancy were an assignment
of this Lease; but said provisions shall not apply to a transfer of any of
Tenant's rights in and to the Premises to any Governmental Entity which shall
replace or succeed to substantially similar public functions, responsibilities
and areas of authority as Tenant, provided that in any of such events the
successor Governmental Entity (a) shall utilize the Premises in a manner
substantially similar to Tenant, and (b) shall not utilize the Premises in any
manner which, in Landlord's judgment, would impair the reputation of the
Building as a first-class office building.

            L. Related Corporation. Tenant may, with Landlord's consent which
shall not be unreasonably withheld, permit any corporations or other business
entities (but not including Governmental Entities) which control, are controlled
by, or are under common control with Tenant (herein referred to as "related
corporation") to sublet all or part of the Premises for any of the purposes
permitted to Tenant, subject however to compliance with Tenant's obligations
under this Lease. Such subletting shall not be deemed to vest in any such
related corporation any right or interest in this Lease or the Premises nor
shall it relieve, release, impair or discharge any of Tenant's obligations
hereunder. For the purposes hereof, "control" shall be deemed to mean ownership
of not less than fifty percent (50%) of all of the voting stock of such
corporation or not less than fifty percent (50%) of all of the legal and
equitable interest in any other business entities.

            M. Assumption by Assignee. Any assignment or transfer, whether made
with Landlord's consent pursuant to subsection A of this Article 12 or without
Landlord's consent pursuant to subsection K of this Article 12, shall be made
only if, and shall not be effective until, the assignee shall execute,
acknowledge and deliver to Landlord an agreement in form and substance
satisfactory to Landlord whereby the assignee shall assume the obligations of
this Lease on the part of Tenant to be performed or observed and whereby the
assignee shall agree that the provisions in subsection A of this Article 12
shall, notwithstanding such assignment or transfer, continue to be binding upon
it in respect of all future assignments and transfers. The original named Tenant
covenants that, notwithstanding any assignment or transfer, whether or not in
violation of the provisions of this Lease, and notwithstanding the acceptance of
Rent and/or additional rent by Landlord from an assignee, transferee or any
other party, the original named Tenant shall remain fully liable for the payment
of the Rent and additional rent and for the other obligations of this Lease on
the part of Tenant to be performed or observed.

            N. Liability of Tenant. The joint and several liability of Tenant
and any immediate or remote successor in interest of Tenant and the due
performance of the obligations of this Lease on Tenant's part to be performed or
observed shall not be discharged, released or impaired in any respect by any
agreement or stipulation made by Landlord


                                       21
<PAGE>

extending the time, or modifying any of the obligations, of this Lease, or by
any waiver or failure of Landlord to enforce any of the obligations of this
Lease.

            0. Listings. The listing of any name other than that of Tenant,
whether on the doors of the Premises or the Building directory, or otherwise,
shall not operate to vest any right or interest in this Lease or in the
Premises, nor shall it be deemed to be the consent of Landlord to any assignment
or transfer of this Lease or to any sublease of the Premises or to the use or
occupancy thereof by others. Any such listing shall constitute a privilege
extended by Landlord, revocable at Landlord's will by notice to Tenant.

            P. Intentionally Reserved.

            Q. Re-entry by Landlord. If Landlord shall recover or come into
possession of the Premises before the date herein fixed for the termination of
this Lease, Landlord shall have the right, at its option, to take over any and
all subleases or sublettings of the Premises or any part thereof made by Tenant
and to succeed to all the rights of said subleases and sublettings or such of
them as it may elect to take over. Tenant hereby expressly assigns and transfers
to Landlord such of the subleases and sublettings as Landlord may elect to take
over at the time of such recovery of possession, such assignment and transfer
not to be effective until the termination of this Lease or re-entry by Landlord
hereunder or if Landlord shall otherwise succeed to Tenant's estate in the
Premises, at which time Tenant shall upon request of Landlord, execute,
acknowledge and deliver to Landlord such further instruments of assignment and
transfer as may be necessary to vest in Landlord the then existing subleases and
sublettings. Every subletting hereunder is subject to the condition and by its
acceptance of and entry into a sublease, each subtenant thereunder shall be
deemed conclusively to have thereby agreed from and after the termination of
this Lease or re-entry by Landlord hereunder of or if Landlord shall otherwise
succeed to Tenant's estate in the Premises, that such subtenant shall waive any
right to surrender possession or to terminate the sublease and, at Landlord's
election, such subtenant shall be bound to Landlord for the balance of the term
of such sublease and shall attorn to and recognize Landlord, as its landlord,
under all of the then executory terms of such sublease, except that Landlord
shall not (i) be liable for any previous act, omission or negligence of Tenant
under such sublease, (ii) be subject to any counterclaim, defense or offset not
expressly provided for in such sublease, which theretofore accrued to such
subtenant against Tenant, (iii) be bound by any previous modification or
amendment of such sublease unless Landlord consented to same in writing or by
any previous prepayment of more than one (1) month's Rent and additional rent
which shall be payable as provided in the sublease, (iv) be obligated to repair
the subleased space or the Building or any part thereof, in the event of total
or substantial total damage beyond such repair as can reasonably be accomplished
from the net proceeds of insurance actually made available to Landlord, (v) be
obligated to repair the subleased space or the Building or any part thereof, in
the event of partial condemnation beyond such repair as can reasonably be
accomplished from the net proceeds of any award actually made available to
Landlord as consequential damages allocable to the part of the subleased space
or the Building not taken or (vi) be obligated to perform any work in the
subleased space of the Building or to prepare them for occupancy beyond
Landlord's obligations under this Lease, and the subtenant shall execute and
deliver to


                                       22
<PAGE>

Landlord any instruments Landlord may reasonably request to evidence and confirm
such attornment. Each subtenant or licensee of Tenant shall be deemed
automatically upon and as a condition of occupying or using the Premises or any
part thereof, to have given a waiver of the type described in and to the extent
and upon the conditions set forth in this Article 12.

      13. CONDITION OF THE PREMISES.

            A. Acceptance by Tenant. Landlord agrees to perform, or to cause to
be performed, Landlord's Core Work described in and in accordance with Schedule
B-1 annexed hereto in accordance with the terms, conditions and provisions
thereof Tenant agrees to accept possession of the Premises in the condition
which shall exist on the Commencement Date "as is", except for Landlord's Core
Work, and further agrees that Landlord shall have no other obligation to perform
any work or make any installations in order to prepare the Premises for Tenant's
occupancy.

            B. Tenant's Initial Alteration. Tenant agrees to perform, or to
cause contractors approved by Landlord to perform, Tenant's Initial Alteration
described in Schedule B-2 annexed hereto in accordance with the terms,
conditions and provisions thereof, and in accordance with all other terms,
conditions and provisions contained in this Lease, including, without
limitation, Schedules C and D annexed hereto. All of the terms, covenants and
conditions of Schedules C and D are incorporated in this Lease as if fully set
forth at length herein.

      14. ACCESS TO PREMISES. Tenant shall permit Landlord, Landlord's agents
and public utilities servicing the Building to erect, use and maintain,
concealed ducts, pipes and conduits in and through the Premises. Landlord or
Landlord's agents shall have the right to enter the Premises at all reasonable
times upon reasonable prior notice except in case of emergency to (i) examine
the same, (ii) to show them to prospective purchasers, mortgagees or lessees of
the Building or space therein, (iii) to make such repairs, alterations,
improvements or additions as Landlord may deem necessary or desirable to the
Premises or to any other portion of the Building or which Landlord may elect to
perform following Tenant's failure to make repairs or perform any work which
Tenant is obligated to perform under this Lease upon ten (10) days prior written
notice, or (iv) for the purpose of complying with laws, regulations or other
requirements of government authorities. Landlord shall be allowed to take all
necessary material and equipment into and upon the Premises and to store them
within the Premises without the same constituting an eviction or constructive
eviction of Tenant in whole or in part and the Rent shall in nowise abate while
any decorations, repairs, alterations, improvements or additions are being made,
by reason of loss or interruption of business of Tenant, or otherwise. During
the one (1) year prior to the Expiration Date or the expiration of any renewal
or extended term, Landlord may exhibit the Premises to prospective tenants
thereof If Tenant shall not be personally present to open and permit an entry
into the Premises, at any time, when for any reason an entry therein shall be
necessary or permissible subject to the terms and conditions of this Lease,
Landlord or Landlord's agents may enter the same by a master key, or may, in an
emergency, forcibly enter the same, without rendering Landlord or such agents
liable therefor (if during such entry Landlord or Landlord's agents shall accord
reasonable care


                                       23
<PAGE>

to Tenant's property), and without in any manner affecting the obligations and
covenants of this Lease. Nothing herein contained, however, shall be deemed or
construed to impose upon Landlord any obligation, responsibility or liability
whatsoever, for the care, supervision or repair of the Building or any part
thereof, other than as herein provided. Landlord also shall have the right at
any time, without the same constituting an actual or constructive eviction and
without incurring any liability to Tenant therefor, to change the arrangement
and/or location of entrances or passageways, doors and doorways, and corridors,
elevators, stairs, toilets or other public parts of the Building and to change
the name, number or designation by which the Building is commonly known so long
as Tenant continues to have access to the Premises. In addition, Tenant
understands and agrees that Landlord may perform substantial renovation work in
and to the public parts of the Building and the mechanical and other systems
serving the Building (which work may include the replacement of the Building
exterior facade and window glass, requiring access to the same from within the
Premises), and that Landlord shall incur no liability to Tenant, nor shall
Tenant be entitled to any abatement of Rent on account of any noise, vibration
or other disturbance to Tenant's business at the Premises (provided that Tenant
is not denied access to said Premises) which shall arise out of the performance
by Landlord of the aforesaid renovations of the Building. Tenant understands and
agrees that all parts (except surfaces facing the interior of the Premises) of
all walls, windows and doors bounding the Premises (including exterior Building
walls, core corridor walls, doors and entrances), all balconies, terraces and
roofs adjacent to the Premises, all space in or adjacent to the Premises used
for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms,
heating, air cooling, plumbing and other mechanical facilities, service closets
and other Building facilities are not part of the Premises, and Landlord shall
have the use thereof, as well as access thereto through the Premises for the
purposes of operation, maintenance, alteration and repair. Landlord shall, in
the exercise of its rights under this Article 14, use commercially reasonable
efforts to minimize disturbance to Tenant's use and occupancy of the Premises.

      15. CERTIFICATE OF OCCUPANCY. Tenant shall not at any time use or occupy
the Premises in violation of the certificate of occupancy issued for the
Premises or for the Building and in the event that any department of the City or
State of New York shall hereafter at any time contend and/or declare by notice,
violation, order or in any other manner whatsoever that the Premises are used
for a purpose which is a violation of such certificate of occupancy whether or
not such use shall be a Permitted Use, Tenant shall, upon five (5) days written
notice from Landlord, immediately discontinue such use of the Premises. Failure
by Tenant to discontinue such use after such notice shall be considered a
default in the fulfillment of a covenant of this Lease and Landlord shall have
the right to terminate this Lease immediately, and in addition thereto shall
have the right to exercise any and all rights and privileges and remedies given
to Landlord by and pursuant to the provisions of Articles 17 and 18 hereof.

      16. LANDLORD'S LIABILITY. The obligations of Landlord under this Lease
shall not be binding upon Landlord named herein after the sale, conveyance,
assignment or transfer by such Landlord (or upon any subsequent landlord after
the sale, conveyance, assignment or transfer by such subsequent landlord) of its
interest in the Building or the Real Property, as the case may be, and in the
event of any such sale, conveyance, assignment or


                                       24
<PAGE>

transfer, Landlord shall be and hereby is entirely freed and relieved of all
covenants and obligations of Landlord 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, grantee, assignee or other
transferee that such purchaser, grantee, assignee or other transferee has
assumed and agreed to carry out any and all covenants and obligations of
Landlord hereunder. Neither the shareholders, directors or officers of Landlord,
if Landlord is a corporation, nor the partners comprising Landlord (nor any of
the shareholders, directors or officers of such partners), if Landlord is a
partnership (collectively, the "Parties"), shall be liable for the performance
of Landlord's obligations under this Lease provided the same are assumed by such
transferee or assignee. Tenant shall look solely to Landlord to enforce
Landlord's obligations hereunder and shall not seek any damages against any of
the Parties. The liability of Landlord for Landlord's obligations under this
Lease shall not exceed and shall be limited to Landlord's interest in the
Building and the Real Property and Tenant shall not look to or attach any other
property or assets of Landlord or the property or assets of any of the Parties
in seeking either to enforce Landlord's obligations under this Lease or to
satisfy a judgment for Landlord's failure to perform such obligations.

      17. DEFAULT.

            A. Events of Default; Conditions of Limitation. This Lease and the
term and estate hereby granted are subject to the limitations that upon the
occurrence, at any time prior to or during the Term, of any one or more of the
following events (referred to as "Events of Default"):

                  (i) if Tenant shall default in the payment when due of any
installment of Rent or in the payment when due of any additional rent, and such
default shall continue for a period of five (5) days after notice by Landlord to
Tenant of such default; or

                  (ii) if Tenant shall default in the observance or performance
of any term, covenant or condition of this Lease on Tenant's part to be observed
or performed (other than the covenants for the payment of Rent and additional
rent) and Tenant shall fail to remedy such default within twenty-five (25) days
after notice by Landlord to Tenant of such default, or if such default is of
such a nature that it cannot be completely remedied within said period of
twenty-five (25) days and Tenant shall not commence within said period of
twenty-five (25) days, or shall not thereafter diligently prosecute to
completion all steps necessary to remedy such default; or

                  (iii) if Tenant shall default in the observance or performance
of any term, covenant or condition on Tenant's part to be observed or performed
under any other lease with Landlord or Landlord's predecessor in interest of
space in the Building and such default shall continue beyond any grace period
set forth in such other lease for the remedying of such default; or

                  (iv) if the Premises shall become deserted or abandoned for
longer than one (1) year; or


                                       25
<PAGE>

                  (v) if Tenant's interest in this Lease shall devolve upon or
pass to any person, whether by operation of law or otherwise, except as may be
expressly permitted under Article 12 hereof; or

                  (vi) if Tenant shall file a voluntary petition in bankruptcy
or insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file
any petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the present or
any future federal bankruptcy act or any other present or future applicable
federal, state or other statute or law, or shall make an assignment for the
benefit of creditors or shall seek or consent to or acquiesce in the appointment
of any trustee, receiver or liquidator of Tenant or of all or any part of
Tenant's property and the same is not discontinued within thirty (30) days; or

                  (vii) If, within thirty (30) days after the commencement of
any proceeding against Tenant, whether by the filing of a petition or
otherwise, seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the present or
any future federal bankruptcy act or any other present or future applicable
federal, state or other statute or law, such proceeding shall not have been
dismissed, if, it within ninety (90) days after the appointment of any
trustee, receiver or liquidator of Tenant, or of all or any part of Tenant's
property, without the consent or acquiescence of Tenant, such appointment
shall not have been vacated or otherwise discharged, or if any execution or
attachment shall be issued against Tenant or any of Tenant's property
pursuant to which the Premises shall be taken or occupied or attempted to be
taken or occupied;

                  then, in any of said cases, at any time prior to or during the
Term, of any one or more of such Events of Default, Landlord, at any time
thereafter, at Landlord's option, may give to Tenant a seven (7) days notice of
termination of this Lease and, in the event such notice is given, this Lease and
the Term shall come to an end and expire (whether or not the Term shall have
commenced) upon the expiration of said seven (7) days with the same effect as if
the date of expiration of said seven (7) days were the Expiration Date, but
Tenant shall remain liable for damages as provided in Article 18 hereof.

            B. Effect of Bankruptcy. If, at any time (i) Tenant shall be
comprised of two (2) or more persons, or (ii) Tenant's obligations under this
Lease shall have been guaranteed by any person other than Tenant, or (iii)
Tenant's interest in this Lease shall have been assigned, the word "Tenant", as
used in clauses (vi) and (vii) of subsection A of this Article 17, shall be
deemed to mean any one or more of the persons primarily or secondarily liable
for Tenant's obligations under this Lease. Any monies received by Landlord from
or on behalf of Tenant during the pendency of any proceeding of the types
referred to in said clauses (vi) and (vii) shall be deemed paid as compensation
for the use and occupation of the Premises and the acceptance of any such
compensation by Landlord shall not be deemed an acceptance of rent or a waiver
on the part of Landlord of any rights under said subsection A.


                                       26
<PAGE>

            C. Conditional Limitation. Nothing contained in this Article 17
shall be deemed to require Landlord to give the notices herein provided for
prior to the commencement of a summary proceeding for non-payment of rent or a
plenary action for recovery of rent on account of any default in the payment of
the same, it being intended that such notices are for the sole purpose of
creating a conditional limitation hereunder pursuant to which this Lease shall
terminate and if Tenant thereafter remains in possession after such termination,
Tenant shall do so as a holdover tenant.

      18. REMEDIES AND DAMAGES.

            A. Landlord's Remedies. (i) If Tenant shall default in the payment
when due of any installment of Rent or in the payment when due of any additional
rent beyond applicable notice and cure periods, or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the Premises shall be taken or occupied or attempted to be taken or occupied by
someone other than Tenant, or if Tenant shall fail to move into or take
possession of the Premises within fifteen (15) days after the Commencement Date,
or if this Lease and the Term shall expire and come to an end as provided in
Article 17:

                  (a) Landlord and its agents and servants may immediately, or
at any time after such Event of Default or after the date upon which this Lease
and the Term shall expire and come to an end, re-enter the Premises or any part
thereof, either by summary proceedings, or by any other applicable action or
proceeding, (without being liable for indictment, prosecution or damages
therefor), and may repossess the Premises and dispossess Tenant and any other
persons from the Premises and remove any and all of their property and effects
from the Premises; and

                  (b) Landlord, at Landlord's option, may relet the whole or any
part or parts of the Premises from time to time, either in the name of Landlord
or otherwise, to such tenant or tenants, for such term or terms ending before,
on or after the Expiration Date, at such rental or rentals and upon such other
conditions, which may include concessions and free rent periods, as Landlord, in
its sole discretion, may determine. Landlord shall have no obligation to relet
the Premises or any part thereof and shall in no event be liable for refusal or
failure to relet the Premises or any part thereof, or, in the event of any such
reletting, for refusal or failure to collect any rent due upon any such
reletting, and no such refusal or failure shall operate to relieve Tenant of any
liability under this Lease or otherwise to affect any such liability; Landlord,
at Landlord's option, may make such repairs, replacements, alterations,
additions, improvements, decorations and other physical changes in and to the
Premises as Landlord, in its sole discretion, considers advisable or necessary
in connection with any such reletting or proposed reletting, without relieving
Tenant of any liability under this Lease or otherwise affecting any such
liability.

                  (ii) Tenant hereby waives the service of any notice of
intention to reenter or to institute legal proceedings to that end which may
otherwise be required to be given under any present or future law. Tenant, on
its own behalf and on behalf of all persons claiming through or under Tenant,
including all creditors, does further hereby waive any and


                                       27
<PAGE>

all rights which Tenant and all such persons might otherwise have under any
present or future law to redeem the Premises, or to re-enter or repossess the
Premises, or to restore the operation of this Lease, after (a) Tenant shall have
been dispossessed by a judgment or by warrant of any court or judge, or (b) any
re-entry by Landlord, or (c) any expiration or termination of this Lease and the
Term, whether such dispossess, re-entry, expiration or termination shall be by
operation of law or pursuant to the provisions of this Lease. The words
"re-enter", "re-entry" and "re-entered" as used in this Lease shall not be
deemed to be restricted to their technical legal meanings. In the event of a
breach or threatened breach by Tenant, or any persons claiming through or under
Tenant of any term, covenant or condition of this Lease on Tenant's part to be
observed or performed, Landlord shall have the right to enjoin such breach and
the right to invoke any other remedy allowed by law or in equity as if re-entry,
summary proceedings and other special remedies were not provided in this Lease
for such breach. The right to invoke the remedies hereinbefore set forth are
cumulative and shall not preclude Landlord from invoking any other remedy
allowed at law or in equity.

            B. Damages. (i) If this Lease and the Term shall expire and come to
an end as provided in Article 17, or by or under any summary proceeding or any
other action or proceeding, or if Landlord shall re-enter the Premises as
provided in subsection A of this Article 18, or by or under any summary
proceeding or any other action or proceeding, then, in any of said events:

                  (a) Tenant shall pay to Landlord all Rent, additional rent and
other charges payable under this Lease by Tenant to Landlord to the date upon
which this Lease and the Term shall have expired and come to an end or to the
date of re-entry upon the Premises by Landlord, as the case may be;

                  (b) Tenant also shall be liable for and shall pay to Landlord,
as damages, any deficiency (referred to as "Deficiency") between the Rent
reserved in this Lease for the period which otherwise would have constituted the
unexpired portion of the Term and the net amount, if any, of rents collected
under any reletting effected pursuant to the provisions of subsection A(i) of
this Article 18 for any part of such period (first deducting from the rents
collected under any such reletting all of Landlord's expenses in connection with
the termination of this Lease, or Landlord's reentry upon the Premises and with
such reletting including, but not limited to, all reasonable repossession costs,
brokerage commissions, legal expenses, attorneys' fees and disbursements,
alteration costs and other expenses of preparing the Premises for such
reletting); any such Deficiency shall be paid in monthly installments by Tenant
on the days specified in this Lease for payment of installments of Rent,
Landlord shall be entitled to recover from Tenant each monthly Deficiency as the
same shall arise, and no suit to collect the amount of the Deficiency for any
month shall prejudice Landlord's right to collect the Deficiency for any
subsequent month by a similar proceeding; and

                  (c) whether or not Landlord shall have collected any monthly
Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies
as and for liquidated and agreed final damages, a sum equal to the amount by
which the Rent reserved in this Lease for


                                       28
<PAGE>

the period which otherwise would have constituted the unexpired portion of the
Term exceeds the then fair and reasonable rental value of the Premises for the
same period, less the aggregate amount of Deficiencies theretofore collected by
Landlord pursuant to the provisions of subsection B(1)(b) of this Article 18 for
the same period; it before presentation of proof of such liquidated damages to
any court, commission or tribunal, the Premises, or any part thereof shall have
been relet by Landlord for the period which otherwise would have constituted the
unexpired portion of the Term, or any part thereot the amount of rent reserved
upon such reletting shall be deemed, prima facie, to be the fair and reasonable
rental value for the part or the whole of the Premises so relet during the term
of the reletting.

                  (ii) If the Premises, or any part thereof, shall be relet
together with other space in the Building, the rents collected or reserved under
any such reletting and the expenses of any such reletting shall be equitably
apportioned for the purposes of this subsection B. Tenant shall in no event be
entitled to any rents collected or payable under any reletting, whether or not
such rents shall exceed the Rent reserved in this Lease. Solely for the purposes
of this Article, the term "Rent" as used in subsection B(i) of this Article 18
shall mean the Rent in effect immediately prior to the date upon which this
Lease and the Term shall have expired and come to an end, or the date of
re-entry upon the Premises by Landlord, as the case may be, adjusted to reflect
any increase or decrease pursuant to the provisions of Article 28 hereof for the
Comparison Year (as defined in said Article 28) immediately preceding such
event. Nothing contained in Article 17 or this Article 18 shall be deemed to
limit or preclude the recovery by Landlord from Tenant of the maximum amount
allowed to be obtained as damages by any statute or rule of law, or of any sums
or damages to which Landlord may be entitled in addition to the damages set
forth in subsection B(i) of this Article 18.

            C. Legal Fees. (i) Tenant hereby agrees to pay, as additional rent,
all reasonable attorneys' fees and disbursements (and all other court costs or
expenses of legal proceedings) which Landlord may incur or pay out by reason of,
or in connection with:

                  (a) any action or proceeding by Landlord to terminate this
Lease;

                  (b) any other action or proceeding by Landlord against Tenant
(including, but not limited to, any arbitration proceeding);

                  (c) any default by Tenant in the observance or performance of
any obligation under this Lease (including, but not limited to, matters
involving payment of rent and additional rent, computation of escalations,
alterations or other Tenant's work and subletting or assignment), in the event
Landlord commences any action or proceeding against Tenant; and

                  (d) any action or proceeding brought by Tenant against
Landlord (or any officer, partner or employee of Landlord) in which Tenant fails
to secure a final unappealable judgment against Landlord.


                                       29
<PAGE>

                  (ii) Tenant's obligations under this subsection C of Article
18 shall survive the expiration of the Term hereof or any earlier termination of
this Lease. This provision is intended to supplement (and not to limit) other
provisions of this Lease pertaining to indemnities and/or reasonable attorneys'
fees and shall not be duplicative of any other provisions hereof.

                  (iii) Landlord hereby agrees to be liable to Tenant for all
attorneys' fees and disbursements (and all other court costs or expenses of
legal proceedings) which Tenant may incur or pay out by reason of or in
connection with any action or proceeding by Tenant against Landlord (including,
but not limited to, any arbitration proceeding) in which Tenant prevails.

      19. FEES AND EXPENSES.

            A. Curing Tenant's Defaults. 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 beyond the expiration of applicable notice and cure
periods, Landlord may immediately or at any time thereafter on ten (10) days
notice perform the same for the account of Tenant, and if Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith including, but not limited to, reasonable attorneys' fees and
disbursements in instituting, prosecuting or defending any action or proceeding,
such sums paid or obligations incurred with interest and costs from and after
the date Tenant receives the aforesaid notice shall be deemed to be additional
rent hereunder and shall be paid by Tenant to Landlord within fifteen (15) days
of rendition of any bill or statement to Tenant therefor.

            B. Late Charges. If Tenant shall fail to make payment of any
installment of Rent or any additional rent within ten (10) days after the date
when such payment is due, Tenant shall pay to Landlord, in addition to such
installment of Rent or such additional rent, as the case may be, as a late
charge and as additional rent, a sum based on a rate equal to the lesser of (i)
four percent (4%) per annum above the then current prime rate charged by
Citibank, N.A. or its successor and (ii) the maximum rate permitted by
applicable law, of the amount unpaid computed from the date such payment was due
to and including the date of payment, but in no event shall interest be computed
and payable for less than a full calendar month. Tenant acknowledges and agrees
that, except as otherwise expressly provided herein, if Tenant fails to dispute
any item of additional rent within sixty (60) days of receipt of a bill or
notice therefor, Tenant shall be deemed to have waived its right to dispute the
same.

      20. NO REPRESENTATIONS BY LANDLORD. Landlord or Landlord's agents have
made no representations or promises with respect to the Building, the Real
Property, the Premises or Taxes (as defined in Article 28 hereof) 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 herein. All
references in this Lease to the consent or approval of Landlord shall be deemed
to mean the written consent of Landlord or the written approval of Landlord


                                       30
<PAGE>

and no consent or approval of Landlord shall be effective for any purpose unless
such consent or approval is set forth in a written instrument executed by
Landlord.

      21. END OF TERM.

            A. Surrender of Premises. Upon the expiration or other termination
of the Term, Tenant shall quit and surrender to Landlord the Premises, broom
clean, in good order and condition, ordinary wear and tear and damage for which
Tenant is not responsible under the terms of this Lease excepted, and Tenant
shall remove all of its property pursuant to Article 3 hereof. Tenant's
obligation to observe or perform this covenant shall survive the expiration or
sooner termination of the Term. If the last day of the Term or any renewal
thereof falls on Saturday or Sunday this Lease shall expire on the business day
immediately preceding. In addition, the parties recognize and agree that the
damage to Landlord resulting from any failure by Tenant to timely surrender
possession of the Premises as aforesaid will be substantial, will exceed the
amount of the monthly installments of the Rent theretofore payable hereunder,
and will be impossible to accurately measure. Tenant therefore agrees that if
possession of the Premises is not surrendered to Landlord within twenty-four
(24) hours after the Expiration Date or sooner termination of the Term, in
addition to any other rights or remedies Landlord may have hereunder or at law,
Tenant shall pay to Landlord for each month and for each portion of any month
during which Tenant holds over in the Premises after the Expiration Date or
sooner termination of this Lease, a sum equal to two (2) times the aggregate of
that portion of the Rent and the additional rent which was payable under this
Lease during the last month of the Term. Nothing herein contained shall be
deemed to permit Tenant to retain possession of the Premises without Landlord's
consent, which may be withheld in Landlord's sole discretion, after the
Expiration Date or sooner termination of this Lease and no acceptance by
Landlord of payments from Tenant after the Expiration Date or sooner termination
of the Term shall be deemed to be other than on account of the amount to be paid
by Tenant in accordance with the provisions of this Article 21, which provisions
shall survive the Expiration Date or sooner termination of this Lease.

            B. Holdover by Tenant. If Tenant shall hold-over or remain in
possession of any portion of the Premises beyond the Expiration Date of this
Lease, notwithstanding the acceptance of any Rent and additional rent paid by
Tenant pursuant to subsection A above, Tenant shall be subject not only to
summary proceeding and all damages related thereto, but also to any direct
damages arising out of lost opportunities (and/or new leases) by Landlord to
re-let the Premises (or any part thereof). All damages to Landlord by reason of
such holding over by Tenant may be the subject of a separate action and need not
be asserted by Landlord in any summary proceedings against Tenant.

      22. QUIET ENJOYMENT. Landlord 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 subject, nevertheless, to
the terms and conditions of this Lease including, but not limited to, Article 16
hereof and to all Superior Leases and Mortgages.


                                       31
<PAGE>

      23. FAILURE TO GIVE POSSESSION. Tenant waives any right to rescind this
Lease under Section 223-a of the New York Real Property Law or any successor
statute of similar import then in force and further waives the right to recover
any damages which may result from Landlord's failure to deliver possession of
the Premises on the date set forth in Article 1 hereof for the commencement of
the Term. If Landlord shall be unable to give possession of the Premises on such
date, and provided Tenant is not responsible for such inability to give
possession, the Rent reserved and covenanted to be paid herein shall not
commence until the possession of the Premises is given or the Premises are
available for occupancy by Tenant, and no such failure to give possession on
such date shall in any way affect the validity of this Lease or the obligations
of Tenant hereunder or give rise to any claim for damages by Tenant or claim for
rescission of this Lease, nor shall same be construed in anyway to extend the
Term. If permission is given to Tenant to enter into the possession of the
Premises or to occupy premises other than the Premises prior to the Commencement
Date, Tenant covenants and agrees that such occupancy shall be deemed to be
under all the terms, covenants, conditions and provisions of this Lease, except
the covenant to pay Rent.

      24. NO WAIVER. If there be any agreement between Landlord and Tenant
providing for the cancellation of this Lease upon certain provisions or
contingencies and/or an agreement for the renewal hereof at the expiration of
the Term, the right to such renewal or the execution of a renewal agreement
between Landlord and Tenant prior to the expiration of the Term shall not be
considered an extension thereof or a vested right in Tenant to such further
term, so as to prevent Landlord from canceling this Lease and any such extension
thereof during the remainder of the original Term; such privilege, if and when
so exercised by Landlord, shall cancel and terminate this Lease and any such
renewal or extension previously entered into between Landlord and Tenant or the
right of Tenant to any such renewal or extension; any right herein contained on
the part of Landlord to cancel this Lease shall continue during any extension or
renewal hereof; any option on the part of Tenant herein contained for an
extension or renewal hereof shall not be deemed to give Tenant any option for a
further extension beyond the first renewal or extended term. No act or thing
done by Landlord or Landlord's agents during the Term shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept such
surrender shall be valid unless in writing and signed by Landlord. No employee
of Landlord or of Landlord's agents shall have any power to accept the keys of
the Premises prior to the termination of this Lease. The delivery of keys to any
employee of Landlord or of Landlord's agents shall not operate as a termination
of this Lease or a surrender of the Premises. In the event Tenant at any time
desires to have Landlord sublet the Premises for Tenant's account, Landlord or
Landlord's agents are authorized to receive said keys for such purpose without
releasing Tenant from any of the obligations under this Lease, and Tenant hereby
relieves Landlord of any liability for loss of or damage to any of Tenant's
effects in connection with such subletting. The failure of Landlord to seek
redress for violation of; or to insist upon the strict performance of, any
covenant or condition of this Lease, or any of the Rules and Regulations set
forth herein or hereafter adopted by Landlord, shall not prevent a subsequent
act, which would have originally constituted a violation, from having all force
and effect of an original violation. The receipt by Landlord of Rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such


                                       32
<PAGE>

breach. The failure of Landlord to enforce any of the Rules and Regulations set
forth, or hereafter adopted, against Tenant and/or any other tenant in the
Building shall not be deemed a waiver of any such Rules and Regulations. No
provision of this Lease shall be deemed to have been waived by Landlord or
Tenant unless such waiver be in writing signed by Landlord or Tenant, as the
case may be. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly Rent herein stipulated shall be deemed to be other than on account
of the earliest stipulated Rent, or as Landlord may elect to apply same, nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment as Rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such Rent or pursue any other remedy in this Lease provided. This
Lease contains the entire agreement between the parties and all prior
negotiations and agreements are merged in this Lease. 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.

      25. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord
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 on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises, and/or any claim of injury or damage,
or for the enforcement of any remedy under any statute, emergency or otherwise.
It is further mutually agreed that in the event Landlord commences any summary
proceeding (whether for nonpayment of rent or because Tenant continues in
possession of the Premises after the expiration or termination of the Term),
Tenant will not interpose any counterclaim (except for mandatory or compulsory
counterclaims) of whatever nature or description in any such proceeding.
Notwithstanding the foregoing, Tenant shall not be prevented from bringing a
separate action with respect to any claim hereunder.

      26. INABILITY TO PERFORM. This Lease and the obligation of Tenant to pay
Rent and additional rent hereunder and perform all of the other covenants and
agreements hereunder on the part of Tenant to be performed shall in nowise be
affected, impaired or excused because Landlord is unable to fulfill any of its
obligations under this Lease expressly or impliedly to be performed by Landlord
or because Landlord is unable to make, or is delayed in making any repairs,
additions, alterations, improvements or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of strikes or labor troubles or by accident or
by any cause whatsoever reasonably beyond Landlord's control, including, but not
limited to, laws, governmental preemption in connection with a National
Emergency or by reason of any rule, order or regulation of any federal, state,
county or municipal authority or any department or subdivision thereof or any
government agency or by reason of the conditions of supply and demand which have
been or are affected by war or other emergency (collectively, "Unavoidable
Delays"). Landlord shall, subject to the terms of this Lease, fulfill its
obligations with commercially reasonable due diligence as soon as such
Unavoidable Delays cease to exist.


                                       33
<PAGE>

      27. BILLS AND NOTICES. Except as otherwise expressly provided in this
Lease, any bills, statements, notices, demands, requests or other communications
given or required to be given under this Lease shall be deemed sufficiently
given or rendered if in writing, sent by registered or certified mail (return
receipt requested) or overnight courier addressed (i) to Tenant (a) at Tenant's
address set forth in this Lease if mailed prior to Tenant's taking possession of
the Premises, or (b) at the Building if mailed subsequent to Tenant's taking
possession of the Premises, or (c) at any place where Tenant or any agent or
employee of Tenant may be found if mailed subsequent to Tenant's vacating,
deserting, abandoning or surrendering the Premises, in any case, with a courtesy
copy to Tenant's attorneys, Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third
Avenue, New York, New York 10022, Attention: Fred B. White, III, Esq., or (ii)
to Landlord at Landlord's address set forth in this Lease with a courtesy copy
to Landlord's attorneys, Solomon and Weinberg LLP, 70 East 55th Street, New
York, New York 10022, Attention: Jay Stark, Esq., or (iii) to such other address
as either Landlord or Tenant may designate as its new address for such purpose
by notice given to the others in accordance with the provisions of this Article
27. Tenant hereby acknowledges and agrees that any such bill, statement, demand,
notice, request or other communication may be given by Landlord's agent on
behalf of Landlord. Any such bill, statement, demand, notice, request or other
communication shall be deemed to have been rendered or given on the date when it
shall have been mailed as provided in this Article 27. Notwithstanding anything
contained in this Article 27 to the contrary, bills and statements issued by
Landlord may be sent by the method(s) set forth hereinabove, without copies to
any other party. This notice provision has been specifically negotiated between
the parties hereto.

      28. ESCALATION

      A. Defined Terms In a determination of any increase in the Rent under the
Provisions of this Article 28, Landlord and Tenant agree as follows:

            (i) "Taxes" shall mean the aggregate amount of real estate taxes and
any special assessments (exclusive of penalties and interest thereon) imposed
upon Real Property (including, without limitation, (a) assessments made upon or
with respect to any "air rights", (b) assessments made in connection with the
Downtown Business Improvement District and (c) any assessments levied after the
date of this Lease for public benefits to the Real Property or the Building
(excluding an amount equal to the assessments payable in whole or in part during
or for the Base Tax Year (as defined in Article 1 of this Lease)), which
assessments, if payable in installments, shall be deemed payable in the maximum
number of permissible installments (in the manner in which such taxes and
assessments are imposed as of the date hereof); provided, that if because of any
change in the taxation of real estate, any other tax or assessment (including,
without limitation, any occupancy, gross receipts, or rental income, franchise,
transit or other tax) is imposed upon Landlord or the owner of the Real Property
or the Building or the occupancy, rents or income therefrom, in substitution or
in addition to, any of the foregoing Taxes, such other tax or assessment shall
be deemed part of the Taxes. With respect to any Comparison Year (hereinafter
defined) all expenses, including reasonable attorneys' fees and disbursements,
experts' and other witnesses' fees, incurred in contesting the validity or
amount of any Taxes or in obtaining a refund of Taxes shall be considered as
part of


                                       34
<PAGE>

the Taxes for such year. Anything contained herein to the contrary
notwithstanding, Taxes shall not be deemed to include (w) any taxes on
Landlord's income, (x) franchise taxes, (y) estate or inheritance taxes or (z)
any similar taxes imposed on Landlord.

            (ii) "Assessed Valuation" shall mean the amount for which the Real
Property is assessed pursuant to applicable provisions of the New York City
Charter and of the Administrative Code of the City of New York for the purpose
of imposition of Taxes.

            (iii) "Tax Year" shall mean the period July 1 through June 30 (or
such other period as hereinafter may be duly adopted by the City of New York as
it fiscal year for real estate tax programs) any portion of which occurs during
the Term.

            (iv) "Base Taxes" shall mean the Taxes payable for the Base Tax
Year.

            (v) "Comparison Year" shall mean (a) with respect to Taxes, any Tax
Year subsequent to the Base Tax Year, and (b) with respect to Operating Expenses
(hereinafter defined) any calendar year subsequent to the Base Expense Year
(hereinafter defined), for any part or all of which there is an increase in the
Rent pursuant to subsection B of this Article 28.

            (vi) (a) "Operating Expenses" shall mean the aggregate of those
costs and expenses (and taxes, if any, thereof) paid or incurred by or on behalf
of Landlord (whether directly or through independent contractors) in respect of
the operation, maintenance and management of the land and/or the Building and
the sidewalks and areas adjacent thereto (hereinafter called "Operation of the
Property") which, in accordance with the accounting practices used by Landlord
(and which is in accordance with sound management principles respecting the
operation of non-institutional first class office buildings in New York City)
are properly chargeable to the Operation of the Property together with and
including (without limitation) the financial expenses incurred in connection
with the Operation of the Property such as increases in ground rent, if any,
insurance premiums, reasonable attorneys' fees and disbursements (exclusive of
any such fees and disbursements incurred in applying for any abatement of Taxes)
and auditing the other professional fees and expenses, but specifically
excluding (1) Taxes, (2) franchise, transfer gains, estate or income taxes
imposed upon Landlord, (3) mortgage interest and amortization, (4) leasing and
brokerage commissions and similar fees, (5) the cost of tenant installations and
decorations incurred in connection with preparing space for a new tenant and any
other contribution by Landlord to the cost of other tenant's improvements, (6)
ground rent, if any, other than increases therein, (7) capital improvements
(including, without limitation, any capital improvement required by a change in
laws), except, however, that (A) if any capital improvement results in reducing
Operating Expenses (as, for example, a labor-saving improvement), then with
respect to the Comparison Year in which the improvement is made and each
subsequent Comparison Year during the Term the amount by which the Operating
Expenses have been reduced shall be deemed deducted from the Base Operating
Expenses (hereinafter defined) and (B) if Landlord is not furnishing any
particular work or service (the cost of which if performed by Landlord would
constitute an Operating Expense) to a tenant who has undertaken to perform such
work or service in lieu of the performance thereof by Landlord, Operating
Expenses shall be


                                       35
<PAGE>

determined to be increased by an amount equal to the additional Operating
Expenses which reasonably would have been incurred during such period by
Landlord if it had at its own expense furnished such work or services to such
tenant, (8) refinancing fees and any interest payments or late penalties, (9)
depreciation and amortization of any building and equipment (except as set forth
herein), (10) operating expenses of any associated garage or retail space, (11)
charitable contributions, (12) costs for sculptures, paintings and other objects
of art located within or outside of the Building, (13) off-site management and
overhead, (14) all amounts paid to subsidiaries or affiliates of the Landlord
for services on or to the building that are in excess of competitive costs for
such services, (15) any payments under a ground lease or a master lease relating
to the Premises, if any, (16) special services performed by Landlord for
individual tenants, (17) costs which are covered by and reimbursed under any
contractor, manufacturer or supplier warranty or service contract, (18) the cost
of any judgment, settlement, or arbitration award resulting from any liability
of Landlord, (19) the cost arising from any commercial concession operated by
Landlord, including any compensation paid to clerks, attendants or other persons
in such concessions, (20) the cost relating to any management office for the
Building including rent, or for any other management office in the Building
(except for the salaries of Building employees), (21) any costs, fees, dues
contributions or similar expenses for industry associations or similar
organizations in which the Building is a member, (22) the entertainment expenses
and travel expense of Landlord, its employees, agents partners and affiliates,
(23) any costs for which Landlord has been reimbursed or receives a credit
refund or discount, (24) lease takeover costs and costs incurred by Landlord in
connection with enforcement of other leases or subleases in the Building and
legal fees incurred in connection with any negotiation of any space lease in the
Building, (25) the cost of providing any service customarily provided by a
managing agent and the cost of which is customarily included in management fees
(i.e., bookkeeping and accounting costs), (26) the cost of any separate
electrical meter cost or any survey Landlord may provide to any of the tenants
in the Building, (27) costs relating to withdrawal liability or unfunded pension
liability under the Multi-Employer Pension Plan Act or similar law, (28) any
expense for which Landlord is otherwise compensated through the proceeds of
insurance or is otherwise compensated by any tenant of the Building for services
in excess of the services Landlord is obligated to furnish to Tenant hereunder,
and (29) advertising and promotional expenditures.

                  (b) In determining the amount of Operating Expenses for the
Base Year or any Comparison Year, if less than ninety-five percent (95%) of the
Building rentable area shall have been occupied by tenant(s) at any time during
any such Base Year or Comparison Year, Operating Expenses shall be determined
for such Base Year or Comparison Year to be an amount equal to the like expenses
which would normally be expected to be incurred had such occupancy been
ninety-five percent (95%) throughout such Base Year or Comparison Year.

                  (c) If any capital improvement is made during the Base Year or
any Comparison Year, then the useful life amortization, with interest, of the
cost of such improvements shall be deemed an Operating Expense in each of the
Comparison Years during which such amortization occurs.


                                       36
<PAGE>

            (vii) "Base Operating Expenses" shall mean the Operating Expenses
for the Base Expense Year.

            (viii) "Landlord's Statement" shall mean an instrument or
instruments containing a comparison of any increase or decrease in the Rent for
the preceding Comparison Year pursuant to the provisions of this Article 28.

            (ix) "Base Expense Year" shall be deemed to mean the 1999 calendar
year.

      B. Escalation. (i) If the Taxes payable for any Comparison Year (any part
or all of which falls within the Term) shall represent an increase above the
Base Taxes, then the Rent for such Comparison Year and continuing thereafter
until a new Landlord's Statement is rendered to Tenant, shall be increased by
Tenant's Proportionate Share of such increase. The Taxes shall be initially
computed on the basis of the Assessed Valuation in effect at the time Landlord's
Statement is rendered (as the Taxes may have been settled or finally adjudicated
prior to such time) regardless of any then pending application, proceeding or
appeal respecting the reduction of any such Assessed Valuation but shall be
subject to subsequent adjustment as provided in subsection D(i) of this Article
28.

            (ii) If the Operating Expenses for any Comparison Year (any part or
all of which falls within the Term) shall be greater than the Base Operating
Expenses, then the Rent for such Comparison Year and continuing thereafter until
a new Landlord's Statement is rendered to Tenant, shall be increased by Tenant's
Proportionate Share of such increase.

      C. Payment of Escalations. (i) At any time during or after any Comparison
Year Landlord shall render to Tenant, either in accordance with the provisions
of Article 27 hereof or by personal delivery at the Premises, a Landlord's
Statement or Statements showing separately or together (a) a comparison of the
Taxes payable for the Comparison Year with the Base Taxes, (b) a comparison of
the Operating Expenses for the Comparison year with the Base Operating Expenses,
and (c) the amount of the increase in the Rent resulting from each of such
comparisons. Landlord's failure to render a Landlord's Statement during or with
respect to any Comparison Year shall not prejudice Landlord's right to render a
Landlord's Statement during or with respect to any subsequent Comparison Year,
and shall not eliminate or reduce Tenant's obligation to pay increases in the
Rent pursuant to this Article 28 for such Comparison Year.

            (ii) (a) Tenant's obligations with respect to increases in Operating
Expenses and Taxes, shall be payable by Tenant on the first day of the month
following the furnishing to Tenant of a Landlord's Statement with respect to
Operating Expenses and/or Taxes, as applicable, in an amount equal to
one-twelfth (1/12th) of such increase in the Rent multiplied by the number of
months (and any fraction thereof) of the Term then elapsed since the
commencement of the Comparison Year for which the increase in Operating Expenses
and/or Taxes, as the case may be, is applicable, together with a sum equal to
one-twelfth (1/12th) of such increase with respect to the month, following the
furnishing to Tenant of a Landlord's Statement; and thereafter, commencing with
the next succeeding monthly


                                       37
<PAGE>

installment of Rent and continuing monthly thereafter until rendition of the
next succeeding Landlord's Statement, the monthly installments of Rent shall be
increased by an amount equal to one-twelfth (1/12th) of such increase in
Operating Expenses and/or Taxes, as the case may be. Any increase in the Rent
shall be collectible by Landlord in the same manner as Rent.

                  (b) If during the Term of this Lease, Taxes are required to be
paid (either to the appropriate taxing authorities or as to tax escrow payments
to a mortgagee or ground lessor) in full or in monthly, quarterly, or other
installments, on any other date or dates than as presently required, then, at
Landlord's option, Tenant's Proportionate Share with respect to Taxes shall be
correspondingly accelerated or revised so that Tenant's Proportionate Share is
due at least thirty (30) days prior to the date payments are due to the taxing
authorities or the superior mortgagee or ground lessor, as the case may be.

                  (c) Following each Landlord's Statement, a reconciliation
shall be made as follows: Tenant shall be debited with any increase in the Rent
shown on such Landlord's Statement and credited with the aggregate, if any, paid
by Tenant on account in accordance with the provisions of subsection C(ii)(a)
for the Comparison Year in question; Tenant shall pay any net debit balance to
Landlord within twenty (20) days next following rendition by Landlord, either in
accordance with the provisions of Article 27 hereof or by personal delivery to
the Premises, of an invoice for such net debit balance; any net credit balance
shall be applied against the next accruing monthly installment of Rent.

            (iii) (a) As used in this subsection C(iii), the words "Tentative
Monthly Expense Charge" shall mean a sum equal to one-twelfth (1/12th) of
Tenant's Proportionate Share multiplied by the difference between (i) the Base
Operating Expenses and (ii) one hundred and six percent (106%) of the Operating
expenses for (1) the Base Expense Year with respect to the first Comparison Year
during the Term or (2) the immediately preceding Comparison Year with respect to
the second Comparison Year and each Comparison Year thereafter during the Term.

                  (b) At any time in any Comparison Year (any part or all of
which falls within the term), Landlord, at its option, in lieu of the payments
required under subsection C(ii)(a) of this Article 28 with respect to Operating
Expenses only, may demand and collect from Tenant, as additional rent, a sum
equal to the Tentative Monthly Expense Charge multiplied by the number of months
in said Comparison Year preceding the demand, and thereafter; commencing with
the month in which the demand is made and continuing thereafter for each month
remaining in said Year, the monthly installments of Rent shall be deemed
increased by the Tentative Monthly Expense Charge. Any amount due to Landlord
under this subsection C(iii)(b) or subsection C(iii)(a) above may be included by
Landlord in any Landlord's Statement rendered to Tenant as provided in
subsection C(i) of this Article 28.

                  (c) After the end of the Comparison Year in which a demand is
made pursuant to the provisions of subsection C(iii)(b) of this Article 28 and
at any time that Landlord renders a Landlord's Statement or Statements to Tenant
as provided in subsection C(i) of this Article 28 in respect of Operating
Expenses, the amounts, if any, collected by


                                       38
<PAGE>

Landlord from Tenant under subsection C(iii)(b) hereof on account of Tentative
Monthly Expense Charge shall be adjusted, and, if the amount so collected is
less than or exceeds the amount actually due under said Landlord's Statement for
the Comparison Year, a reconciliation shall be made in the same manner as
provided in subsection C(ii)(c) of this Article 28.

      D. Adjustments. (i) (a) In the event that, after a Landlord's Statement
has been sent to Tenant, an Assessed Valuation which had been utilized in
computing the Taxes for a Comparison Year is reduced (as a result of settlement,
final determination of legal proceedings or otherwise), and as a result thereof
a refund of Taxes is actually received by or on behalf of Landlord, then,
promptly after receipt of such refund, Landlord shall send Tenant a statement
adjusting the Taxes for such Comparison Year (taking into account the expenses
mentioned in the last sentence of subsection A(i) of this Article 28) and
setting forth Tenant's Proportionate Share of such refund and Tenant shall be
entitled to receive such Tenant's Proportionate Share by way of a credit against
the Rent next becoming due after the sending of such Statement; provided,
however, that Tenant's Proportionate Share of such refund shall be limited to
the amount, if any, which Tenant had theretofore paid to Landlord as increased
Rent for such Comparison Year on the basis of the Assessed Valuation before it
had been reduced.

                        (b) In the event that, after a Landlord's Statement has
been sent to Tenant, the Assessed Valuation which had been utilized in computing
the Base Taxes is reduced (as a result of settlement, final determination of
legal proceedings or otherwise), then, and in such event: (1) the Base Taxes
shall be retroactively adjusted to reflect such reduction, (2) the monthly
installment of Rent shall be increased accordingly, and (3) all retroactive
additional rent resulting from such retroactive adjustment shall be forthwith
payable when billed by Landlord. Landlord promptly shall send to Tenant a
statement setting forth the basis for such retroactive adjustment and additional
rent payments. In the event the Assessed Valuation which has been utilized in
computing the Base Taxes is increased solely as a result of the sale, transfer
or conveyance of the Real Property, neither Base Taxes nor the monthly
installment of Rent shall be increased as a result thereof.

            (ii) Any Landlord's Statement sent to Tenant shall be conclusively
binding upon Tenant unless, within sixty (60) days after such statement is sent,
Tenant shall (a) pay to Landlord the amount set forth in such statement, without
prejudice to Tenant's right to dispute same, and (b) send a written notice to
Landlord objecting to such statement and specifying the respects in which such
statement is claimed to be incorrect. If such notice is sent, the parties
recognize the unavailability of Landlord's books and records because of the
confidential nature thereof and hence agree that either party may refer the
decision of the issues raised to a reputable independent firm of certified
public accountants selected by Tenant and reasonably acceptable to Landlord, and
the decision of such accountants shall be conclusively binding upon the parties.
The fees and expenses involved in such decision shall be borne by the
unsuccessful party (and if both parties are partially unsuccessful, the
accountants shall apportion the fee and expenses between the parties based on
the degree of success of each party).


                                       39
<PAGE>

            (iii) Anything in this Article 28 to the contrary notwithstanding,
under no circumstances shall the rent payable under this Lease be less than the
Rent set forth in Article 1 hereof.

            (iv) The expiration or termination of this Lease during any
Comparison Year for any part or all of which there is an increase in the Rent
under this Article shall not affect the rights or obligations of the parties
hereto respecting such increase and any Landlord's Statement relating to such
increase may, on a pro rata basis, be sent to Tenant subsequent to, and all such
rights and obligations shall survive, any such expiration or termination. Any
payments due under such Landlord's Statement shall be payable within twenty (20)
days after such statement is sent to Tenant. If any payments are due from
Landlord to Tenant, the same shall be paid within thirty (30) days following the
Expiration Date.

      29. SERVICES

            A. Elevator. Landlord shall provide passenger elevator facilities on
business days from 8:00 A.M. to 6:00 P.M. and shall have one passenger elevator
in the bank of elevators servicing the Premises available at all other times.
Landlord shall provide freight elevator services on an "as available" basis for
incidental use and for deliveries by Tenant from 8:00 A.M. through 12:00 Noon
and from 1:00 P.M. through 5:00 P.M. on business days only. Any extended or
weekend use may be arranged with Landlord's prior consent which shall not be
unreasonably withheld or delayed and Tenant shall pay as additional rent all
building standard charges therefor (provided that during Tenant's Initial
Alteration and move-in only, such charges shall be at Landlord's actual costs
therefor). Use of freight elevators on weekends must be in increments of four
(4) hours.

            B. Heating. Landlord shall furnish heat to the Premises when and as
required by law, on business days from 8:00 A.M. to 6:00 P.M. Landlord shall not
be responsible for the adequacy, design or capacity of the heating distribution
system if the normal operation of the heat distribution system serving the
Building shall fail to provide heat at reasonable temperatures or any reasonable
volumes or velocities in any parts of the Premises by reason of any
rearrangement of partitioning or other Alterations made or performed by or on
behalf of Tenant or any person claiming through or under Tenant.

            C. Cooling. Landlord, at Landlord's expense, shall furnish
air-cooling on business days from 8:00 A.M. to 6:00 P.M. as required for the
comfortable occupancy of the Premises, but in no event less than from May 15
through October 15 of each year during the Term, when, in the judgment of
Landlord, reasonably exercised, it may be required for the comfortable occupancy
of the Premises, and shall ventilate the Premises on business days and for
similar hours during other months of the year. Anything in this subsection C to
the contrary notwithstanding, Landlord shall not be responsible if the normal
operation of the Building air-cooling system shall fail to provide cooled air at
reasonable temperatures, pressures or degrees of humidity or any reasonable
volumes or velocities in any parts of the Premises by reason of (i) human
occupancy factors and any machinery or equipment installed by or on behalf of
Tenant or any person claiming through or under Tenant that have an


                                       40
<PAGE>

electrical load in excess of the average electrical load for the Building
air-cooling system as required under this Lease or (ii) any rearrangement of
partitioning or other Alterations made or performed by or on behalf of Tenant or
any person claiming through or under Tenant unless same is specifically required
by Landlord solely for Landlord's convenience and not in connection with any
applicable governmental laws, ordinances, rules or regulations. Tenant agrees to
keep and cause to be kept closed all of the windows in the Premises whenever the
air-cooling system is in operation and agrees to lower and close the blinds when
necessary because of the sun's position whenever the air-cooling system is in
operation. Tenant at all times agrees to cooperate fully with Landlord and to
abide by the regulations and requirements which Landlord may reasonably
prescribe for the proper functioning and protection of the air-cooling system.
Landlord, throughout the Term, shall have free access to any and all mechanical
installations of Landlord, including, but not limited to, air-cooling, fan,
ventilating, machine rooms and electrical closets. Tenant may, subject to the
terms and conditions of this Lease, including, without limitation, this Article
9 and Article 3 hereof, install air conditioning in the Premises for the data
center, at Tenant's sole cost and expense, provided the installation and
maintenance of same is, in all respects, reasonably satisfactory to Landlord
and, subject to Landlord's prior written approval, which shall not be
unreasonably withheld or delayed, vent such air conditioning through any
existing louvers along Platt Street exposure. In addition to the foregoing,
Tenant may install vents on the eighth (8th) floor of the Building along the
Platt Street exposure reasonably sufficient to service Tenant's air conditioning
requirements, the number, design and location of which shall be subject to
Landlord's prior written approval, which approval shall not be unreasonably
withheld or delayed.

            D. After Hours and Additional Services. The Rent does not include
any charge to Tenant for the furnishing of any additional passenger elevator
facilities, any freight elevator facilities (other than as contemplated in
Article 29 subsection A) or for the service of heat, cooled air or mechanical
ventilation to the Premises during periods other than the hours and days set
forth in subsections A and B of this Article 29 for the furnishing and
distributing of such facilities or services (referred to as "Overtime Periods").
Accordingly, if Landlord shall furnish any (i) passenger elevator facilities to
Tenant during Overtime Periods or freight elevator facilities, except as
provided in subsection A of this Article 29, or (ii) heat to the Premises during
Overtime Periods, then Tenant shall pay Landlord additional rent for such
facilities or services at the standard rates then fixed by the Landlord for the
Building or, if no such rates are then fixed, at reasonable rates. Neither the
facilities nor the services referred to in this Article 29D shall be furnished
to Tenant or the Premises if Landlord has not received advance notice from
Tenant specifying the particular facilities or services requested by Tenant at
least twenty-four (24) hours prior to the date on which the facilities or
services are to be furnished; or if Tenant is in default under or in breach of
any of the terms, covenants or conditions of this Lease beyond the expiration of
any applicable notice and cure periods; or if Landlord shall determine, in its
sole and exclusive discretion, reasonably exercised, that such facilities or
services are requested in connection with, or the use thereof shall create or
aid in a default under or a breach of any term, covenant or condition of this
Lease. All of the facilities and services referred to in this Article 29D are
conveniences and are not and shall not be deemed to be appurtenances to the
Premises, and the failure of Landlord to furnish any or all of such facilities
or services shall not constitute or give rise to any claim of an actual or


                                       41
<PAGE>

constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of Rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business or otherwise. Landlord shall have no obligation to (i) furnish cooled
air or ventilation to the Premises during Overtime Periods or (ii) supply
condenser water to the Premises for supplemental air cooling systems.

            E. Cleaning. Landlord, at Landlord's expense, shall cause the
Premises (with the exception of the data center, the cleaning of which shall be
the sole responsibility of Tenant) to be kept clean in building standard manner.
Tenant shall pay to Landlord the cost of removal of any of Tenant's refuse and
rubbish from the Premises and the Building to the extent that the same exceeds
the refuse and rubbish usually attendant upon the use of such Premises as
executive and general offices. Bills for the same shall be rendered by Landlord
to Tenant at such time as Landlord may elect and shall be due and payable when
rendered 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 refuse and rubbish in the event that Tenant
does not wish to have same done by employees of Landlord. 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 Landlord, are
necessary for the proper operation of the Building. Attached hereto as Exhibit 3
are the current cleaning specifications for the Building, but Landlord reserves
the right to amend same from time to time in a commercially reasonable manner.

            F. Sprinkler System. If there now is or shall be installed in the
Building a "sprinkler system", and such system or any of its appliances shall be
damaged or injured or not in proper working order by reason of any act or
omission of Tenant, Tenant's agents, servants, employees, licensees or visitors,
Tenant shall forthwith restore the same to good working condition at its own
expense; and if the New York Board of Fire Underwriters or the New York Fire
Insurance Rating Organization or any bureau, department or official of the state
or city government, shall require or recommend that any changes, modifications,
alterations or additional sprinkler heads or other equipment be made or supplied
by reason of Tenant's business, or the location of the partitions, trade
fixtures, or other contents of the Premises, Tenant shall, at Tenant's expense,
promptly make and supply such changes, modifications, alterations, additional
sprinkler heads or other equipment.

            G. Water. If Tenant requires, uses or consumes water for any purpose
in addition to ordinary drinking, cleaning, pantry or lavatory purposes,
Landlord may install a water meter and thereby measure Tenant's water
consumption for all purposes. In such event (i) Tenant shall pay Landlord for
the cost of the meter and the cost of the installation thereof and through 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 Landlord may cause such meter and equipment to be replaced or
repaired and collect the cost thereof from Tenant; (ii) 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 Landlord may pay such charges and collect the
same from Tenant; and (iii) Tenant covenants and agrees to


                                       42
<PAGE>

pay the sewer rent, charge or any other tax, rent, levy or charge which now or
hereafter is assessed, imposed or shall become a lien upon the Premises or the
realty of which they are part pursuant to law, order or regulation made or
issued in connection with any such metered use, consumption, maintenance or
supply of water, water system, or sewage or sewage connection or system. The
bill rendered by Landlord for the above shall be based upon Tenant's consumption
and shall be payable by Tenant as additional rent within twenty (20) days of
rendition. Any such costs or expenses incurred or payments made by Landlord for
any of the reasons or purposes hereinabove stated shall be deemed to be
additional rent payable by Tenant and collectible by Landlord as such.
Independently of and in addition to any of the remedies reserved to Landlord
hereinabove or elsewhere in this Lease, Landlord may sue for and collect any
monies to be paid by Tenant or paid by Landlord for any of the reasons or
purposes hereinabove set forth.

            H. Electricity Service. (i) With respect to the portion of the
Premises located on the eighth (8th) floor of the Building, Landlord shall
provide to the perimeter of such portion of the Premises, at a location
reasonably determined by Landlord, 325 amperes (during the first year of the
Term, however, Landlord shall provide to the perimeter of such portion of the
Premises, at a location reasonably determined by Landlord, 525 amperes) of
electrical load for the servicing of all of Tenant's electrical needs within
such portion of the Premises, including, without limitation, any air-cooling
equipment located in, or exclusively servicing such portion of the Premises.
With respect to the portion of the Premises located on the ninth (9th) floor of
the Building, Landlord shall provide to the perimeter of such portion of the
Premises, at a location reasonably determined by Landlord, 100 amperes of
electrical load for the servicing of all of Tenant's electrical needs within
such portion of the Premises, including, without limitation, any air-cooling
equipment located in, or exclusively servicing such portion of the Premises.
Landlord's designated agent shall install a submeter to measure Tenant's
consumption of electrical energy in the Premises, but excluding Building HVAC.
Tenant shall pay Landlord for any and all costs incurred in connection with the
installation of such submeter upon the submission by Landlord of a bill for such
costs. The cost of electricity utilized by Tenant shall be paid for by Tenant to
Landlord as additional rent and shall be calculated at Landlord's cost for
submetered electrical energy, plus (a) Landlord's charge for overhead and
supervision in the amount of four percent (4%) of the total electric bill and
(b) any taxes or other charges in connection therewith. If any tax shall be
imposed upon Landlord's receipts from the sale or resale of electrical energy to
Tenant, the pro rata share applicable to the electrical energy service received
by Tenant shall be passed on to, included in the bill of, and paid by Tenant if
and to the extent permitted by law. Landlord shall bill Tenant, monthly, for the
cost if its consumption of electricity in the Premises and Tenant shall pay the
amount thereof at the time of payment of each installment of Rent. If either the
quantity or character of electrical services is changed by the public utility or
other company supplying electrical service to the Building or is no longer
available or suitable for Tenant's requirements, no such change, unavailability
or unsuitability shall constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant,
or injury to or interruption or Tenant's business, or otherwise.


                                       43
<PAGE>

(ii) If Tenant requires additional electrical energy beyond the amperage
specified above for any reason whatsoever, including, without limitation, the
use of additional business machines, office equipment or other appliances in the
Premises which utilize electrical energy, Tenant shall request such additional
electrical energy from Landlord in each instance. If Landlord agrees to provide
the same, any additional feeders or risers which are required to supply Tenant's
additional electrical requirements, and all other equipment proper and necessary
in connection with such feeders or risers, shall be installed by Landlord upon
Tenant's request, at the sole cost and expense of Tenant (including, without
limitation, a connection fee of Three Hundred Fifty and 00/100 ($350.00) Dollars
per kilovolt ampere), provided that, in Landlord's reasonable judgment, such
additional feeders or riders are necessary and are permissible under applicable
laws and insurance regulations and the installation of such feeders or risers
will not cause permanent damage or injury to the Building or the Premises or
cause or create a dangerous or hazardous condition or entail excessive or
unreasonable alterations or interfere with or disturb other tenants or occupants
of the Building. Tenant covenants that at no time shall the use of electrical
energy in the Premises exceed the capacity of the existing feeders or wiring
installations then serving the Premises or provide Tenant with greater than 325
amperes (during the first year of the Term, however, Landlord shall redistribute
525 amperes) of electrical load deemed to be in the Premises. Tenant shall not
make or perform, or permit the making or performance of, any alterations to
wiring installations or other electrical facilities in or serving the Premises
without the prior consent of Landlord in each instance and without paying
Landlord's customary charges therefor. Any such Alterations, additions or
consent by Landlord shall be subject to the provisions of this Lease, including,
but not limited to, the provisions of Article 3 hereof.

            (iii) Landlord reserves the right to discontinue furnishing
electricity to Tenant in the Premises on not less than ninety (90) days notice
to Tenant. Landlord shall not elect to discontinue furnishing electricity to
Tenant unless Landlord concurrently elects to discontinue furnishing electricity
to all other tenants in the Building or if Tenant has defaulted on payment of
amounts owed under this Section 29H. If Landlord exercises such right to
discontinue, or is compelled to discontinue furnishing electricity to Tenant,
this Lease shall continue in full force and effect and shall be unaffected
thereby, except only that from and after the effective date of such
discontinuance, Landlord shall not be obligated to furnish electricity to
Tenant. If Landlord so discontinues furnishing electricity to Tenant, Tenant
shall arrange to obtain electricity directly from the public utility or other
company servicing the Building. Such electricity may be furnished to Tenant by
means of the then existing electrical facilities serving the Premises to the
extent that the same are available, suitable and safe for such purposes. All
meters and all additional panel boards, feeders, risers, wiring and other
conductors and equipment which may be required to obtain electricity, of
substantially the same quantity, quality and character, shall be installed by
Landlord at Tenant's sole cost and expense. Landlord shall not voluntarily
discontinue furnishing electricity to Tenant until Tenant is able to receive
electricity directly from the public utility or other company servicing the
Building.

            (iv) Landlord shall not be liable to Tenant in any way for any
interruption, curtailment or failure or defect in the supply or character of
electricity furnished to the


                                       44
<PAGE>

Premises by reason of any requirement, act or omission of Landlord or of any
public utility or other company servicing the Building with electricity or for
any other reason except Landlord's negligence or willful misconduct.

            (v) In the event that the submeter to be installed in the Premises
in accordance with the provisions of Subsection H(i) of this Article 29 is not
installed, activated and fully operational on or before the Commencement Date
(and irrespective of whether or not Rent shall be payable for such period),
Tenant will pay, monthly, as additional rent the sum of ($1.00 times rentable
square feet) divided by 12 (the "Interim Electrical Charge") on the Commencement
Date and on the first day of each calendar month thereafter until such time as
the submeter is installed, activated and fully operational. If the Commencement
Date occurs on a date other than the first day of a calendar month, the Interim
Electrical Charge for such month shall be an amount equal to such proportion of
the Interim Electrical Charge as the number of days from and including the
Commencement Date to the last day of the calendar month in which the
Commencement Date occurs bears to the total number of days in such calendar
month. If the first day that the electrical submeter becomes activated and fully
operational occurs on a date other than the first day of a calendar month, the
Tenant shall pay for such month an amount equal to such proportion of the
Interim Electrical Charge as the number of days from the beginning of such
calendar month through and including the date that such electrical submeter
becomes operational bears to the total number of days in such calendar month
plus the cost of electricity as determined by the submeter, for the remainder of
such month.

            I. Interruption of Services. Landlord reserves the right to stop
service of the HVAC system and all other Building systems when necessary, by
reason of accident or emergency, or for repairs, additions, alterations,
replacements or improvements in the judgment of Landlord desirable or necessary
to be made, until said repairs, alterations, replacements or improvements shall
have been completed (which repairs shall be performed in accordance with Section
4 of this Lease). Landlord shall have no responsibility or liability for
interruption, curtailment or failure to supply cooled or outside air, heat,
elevator, plumbing or electricity when prevented by Unavoidable Delays or by any
legal requirement, or its right to stop services. Tenant acknowledges that the
Building HVAC system may contain freon or other chlorofluorocarbons ("CFC's")
and that future federal, state or city regulations may require the removal of
CFC's as well as the alteration or replacement of equipment utilizing CFC's. In
connection therewith (i) Landlord reserves the right to stop service of the HVAC
system or any other mechanical systems containing CFC's for such duration as may
be necessary to convert any such systems to eliminate the use of CFC's and (ii)
to enter upon the Premises, as necessary to install replacement equipment within
the Premises required by any such change. The exercise of such right or such
failure by Landlord shall not constitute an actual or constructive eviction, in
whole or in part, or entitle Tenant to any compensation or to any abatement or
diminution of Rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business, or otherwise. If, however, there occurs a cessation of the services to
be provided by Landlord hereunder as a result of Landlord's acts, and solely as
a result thereof Tenant completely ceases to occupy the


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<PAGE>

Premises entirely (that is, Tenant completely vacates the entire Premises) for
more than fifteen (15) consecutive days, the Rent shall thereafter abate until
the earlier to occur of (a) the date such interrupted service is resumed and (b)
the date Tenant re-occupies any portion of the Premises (in which event the Rent
shall thereafter be payable in its entirety).

      30. PARTNERSHIP TENANT.

            A. Partnership Tenants. If Tenant is a partnership (or is comprised
of two (2) or more persons, individually and as co-partners of a partnership) or
if Tenant's interest in this Lease shall be assigned to a partnership (or to two
(2) or more persons, individually and as co-partners of a partnership) pursuant
to Article 12 (any such partnership and such persons are referred to in this
Article 30 as a "Partnership Tenant"), the following provisions of this Article
30 shall apply to such Partnership Tenant: (i) the liability of each of the
parties comprising a Partnership Tenant shall be joint and several, and (ii)
each of the parties comprising a Partnership Tenant hereby consents in advance
to, and agrees to be bound by, any written instrument which may hereafter be
executed, changing, modifying or discharging this Lease, in whole or in part, or
surrendering all or any part of the Premises to Landlord, and by any notices,
demands, requests or other communications which may hereafter be given by a
Partnership Tenant or by any of the parties comprising a Partnership Tenant, and
(iii) any bills, statements, notices, demands, requests or other communications
given or rendered to a Partnership Tenant and to all such parties shall be
binding upon a Partnership Tenant and all such parties, and (iv) if a
Partnership Tenant shall admit new partners, all of such new partners shall, by
their admission to a Partnership Tenant, be deemed to have assumed performance
of all of the terms, covenants and conditions of this Lease on Tenant's part to
be observed and performed, and (v) a Partnership Tenant shall give prompt notice
to Landlord of the admission of any such new partners, and upon demand of
Landlord, shall cause each such new partner to execute and deliver to Landlord
an agreement in form satisfactory to Landlord, wherein each such new partner
shall assume performance of all the terms, covenants and conditions of this
Lease on Tenant's part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such new partner to
execute or deliver any such agreement to Landlord shall vitiate the provisions
of subdivision (iv) of subsection A of this Article 30).

            B. Limited Liability Entity. Notwithstanding anything to the
contrary contained herein, if Tenant is a limited or general partnership (or is
comprised of two (2) or more persons, individually or as co-partners), the
change or conversion of Tenant to (i) a limited liability company, (ii) a
limited liability partnership, or (iii) any other entity which possesses the
characteristics of limited liability (any such limited liability company,
limited liability partnership or entity is collectively referred to as a
"Limited Liability Successor Entity"), shall be prohibited unless the prior
written consent of Landlord is obtained, which consent may be withheld in
Landlord's sole discretion. Notwithstanding the foregoing, Landlord's consent
shall not be required provided that:

                  (a) The Limited Liability Successor Entity succeeds to all or
substantially all of Tenant's business and assets;


                                       46
<PAGE>

                  (b) The Limited Liability Successor Entity shall have a net
worth, determined in accordance with generally accepted accounting principles,
consistently applied, of not less than the greater of the net worth of Tenant on
(1) the date of execution of this Lease, or (2) the day immediately preceding
the proposed effective date of such conversion;

                  (c) Tenant is not in default of any of the terms, covenants or
conditions of this Lease on the proposed effective date of such conversion;

                  (d) Tenant shall cause each partner of Tenant to execute and
deliver to Landlord an agreement (or in the event the governing partnership
agreement requires less than all of the partners, to so execute and deliver such
lesser number of partners), in form and substance satisfactory to Landlord,
wherein each such partner agrees to remain personally liable for all of the
terms, covenants and conditions of this Lease that are to be observed and
performed by the Limited Liability Successor Entity; and

                  (e) Tenant shall reimburse Landlord within ten (10) business
days following demand by Landlord for any and all reasonable costs and expenses
that may be incurred by Landlord in connection with said conversion of Tenant to
a Limited Liability Successor Entity, including, without limitation, any
attorney's fees and disbursements.

      31. VAULT SPACE. Any vaults, vault space or other space outside the
boundaries of the Real Property, notwithstanding anything contained in this
Lease or indicated on any sketch, blueprint or plan, are not included in the
Premises. Landlord makes no representation as to the location of the boundaries
of the Real Property. All vaults and vault space and all other space outside the
boundaries of the Real Property which Tenant may be permitted to use or occupy
is to be used or occupied under a revocable license, and if any such license
shall be revoked, or if the amount of such space shall be diminished or required
by any Federal, State or municipal authority or by any public utility company,
such revocation, diminution or requisition shall not constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord. Any fee, tax or charge imposed by
any governmental authority for any such vaults, vault space or other space shall
be paid by Tenant.

      32. SECURITY DEPOSIT. In order to secure Tenant's obligations under this
Lease, simultaneously with the execution of this Lease, Tenant shall deliver to
Landlord an irrevocable letter of credit in the amount of $844,101.00 in form
and substance acceptable to Landlord in its sole discretion and issued by a New
York City bank acceptable to Landlord (the "L/C"). Landlord may draw down on the
L/C from time to time to reimburse itself upon an Event of Default. Drawings may
be made by sight draft and partial drawings shall be permitted. The L/C shall be
substantially in the form of Exhibit 4 annexed hereto and provide for a twelve
month-expiry, and shall contain a so-called "evergreen" clause so that, unless
the issuing bank notifies Landlord, in writing, of its intention not to renew
the L/C at least forty-five (45) days prior to the stated expiry thereof, the
L/C shall be renewed automatically for a


                                       47
<PAGE>

period of twelve months. If the issuing bank so notifies Landlord or if, with
Landlord's consent, the L/C does not contain an "evergreen" clause and Tenant
fails to provide a renewal letter of credit in the form and amount of the
original L/C at least forty-five (45) days prior to the stated expiry thereof,
Landlord may draw down on the L/C and hold the cash proceeds of same as security
for Tenant's obligations under this Lease. Tenant may, on the second (2nd)
anniversary of the Rent Commencement Date, and, on each succeeding anniversary
of the Rent Commencement Date, cause the L/C to be reduced by an amount equal to
$70,341.75, provided (a) that in no event shall Tenant ever have the right to
reduce the L/C to an amount less than $140,683.50 and (b) Tenant's right to
reduce the amount of the L/C as provided for herein shall terminate upon an
Event of Default. Tenant shall be liable for any fees which may be payable in
connection with a transfer of the L/C by Landlord.

      33. CAPTIONS. 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.

      34. ADDITIONAL DEFINITIONS.

            A. The term "office" or "offices", wherever used in this Lease,
shall not be construed to mean premises used as a store or stores, for the sale
or display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, barber shop, or for other
similar purposes or for manufacturing.

            B. The words "reenter" and "reentry" as used in this Lease are not
restricted to their technical legal-meaning.

            C. The term "rent" as used in this Lease shall mean and be deemed to
include Rent, any increases in Rent, all additional rent and any other sums
payable hereunder.

            D. 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 union holidays for those unions that materially affect the
delivery of services in the Building.

      35. PARTIES BOUND. The covenants, conditions and agreements contained in
this Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors, administrators, successors, and,
except as otherwise provided in this Lease, their assigns.

      36. BROKER.

            A. Tenant represents and warrants that Tenant has dealt directly
with (and only with), the Broker (as defined in Article 1 herein) as broker in
connection with this Lease, and that insofar as Tenant knows no other broker
negotiated this Lease or is entitled to any commission in connection therewith,
and the execution and delivery of this Lease by Landlord


                                       48
<PAGE>

shall be conclusive evidence that Landlord has relied upon the foregoing
representation and warranty.

            B. Landlord represents and warrants that Landlord has dealt directly
with (and only with), the Broker (as defined in Article 1 herein) as broker in
connection with this Lease, and that insofar as Landlord knows no other broker
negotiated this Lease or is entitled to any commission in connection therewith,
and the execution and delivery of this Lease by Tenant shall be conclusive
evidence that Tenant has relied upon the foregoing representation and warranty.

      37. INDEMNITY. Tenant shall not do or permit any act or thing to be done
upon the Premises which may subject Landlord to any liability or responsibility
for injury, damages to persons or property or to any liability by reason of any
violation of law or of any legal requirement of any public authority, but shall
exercise such control over the Premises as to fully protect Landlord against any
such liability. Tenant agrees to indemnify and save harmless Landlord from and
against (i) all claims of whatever nature against Landlord arising from any act,
omission or negligence of Tenant, its contractors, licensees, agents, servants,
employees, invitees or visitors, (ii) all claims against Landlord arising from
any accident, injury or damage whatsoever caused to any person or to the
property of any person and occurring during the Term in or about the Premises,
(iii) all claims against Landlord arising from any accident, injury or damage to
any person, entity or property, occurring outside of the Premises but anywhere
within or about the Real Property, where such accident, injury or damage results
or is claimed to have resulted from an act or omission of Tenant or Tenant's
agents, employees, invitees or visitors, and (iv) any breach, violation or
nonperformance of any covenant, condition or agreement in this Lease set forth
and contained on the part of Tenant to be fulfilled, kept, observed and
performed and (v) any claim, loss or liability arising or claimed to arise from
Tenant, or any of Tenant's contractors, licensees, agents, servants, employees,
invitees or visitors causing or permitting any Hazardous Substance to be brought
upon, kept or used in or about the Premises or the Real Property or any seepage,
escape or release of such Hazardous Substances. As used herein and in all other
provisions in this Lease containing indemnities made for the benefit of
Landlord, the term "Landlord" shall mean 100 William LLC and its respective
parent companies and/or corporations, their respective controlled, associated,
affiliated and subsidiary companies and/or corporations and their respective
members, officers, partners, agents, consultants, servants, employees,
successors and assigns. This indemnity and hold harmless agreement shall include
indemnity from and against any and all liability, fines, suits, demands, costs
and expenses of any kind or nature incurred in or in connection with any such
claim or proceeding brought thereon, and the defense thereof Landlord shall
indemnify and save Tenant, its shareholders, directors, officers, partners,
employees and agents harmless from and against all claims against Tenant, its
shareholders, directors, officers, partners, employees and agents arising from
any gross negligence or willful misconduct of Landlord.

      38. ADJACENT EXCAVATION SHORING. If an excavation shall be made upon land
adjacent to the Premises, or shall be authorized to be made, Tenant, upon
reasonable prior notice, shall afford to the person causing or authorized to
cause such excavation, license to


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<PAGE>

enter upon the Premises for the purpose of doing such work as said person shall
deem necessary to preserve the wall or the Building from injury or damage and to
support the same by proper foundations without any claim for damages or
indemnity against Landlord, or diminution or abatement of Rent, provided Tenant
continues to have access to the Premises.

      39. MISCELLANEOUS.

            A. No Offer. This Lease is offered for signature by Tenant and it is
understood that this Lease shall not be binding upon Landlord unless and until
Landlord shall have executed and delivered a fully executed copy of this Lease
to Tenant.

            B. Signatories. If more than one person executes this Lease as
Tenant, each of them understands and hereby agrees that the obligations of each
of them under this Lease are and shall be joint and several, that the term
"Tenant" as used in this Lease shall mean and include each of them jointly and
severally and that the act of or notice from, or notice or refund to, or the
signature of, any one or more of them, with respect to the tenancy and/or this
Lease, including, but not limited to, any renewal, extension, expiration,
termination or modification of this Lease, shall be binding upon each and all of
the persons executing this Lease as Tenant with the same force and effect as if
each and all of them had so acted or so given or received such notice or refund
or so signed.

            C. Certificates. From time to time, within ten (10) days next
following request by Landlord or the mortgagee of a Mortgage, Tenant shall
deliver to Landlord or such mortgagee, as the case may be, a written statement
executed and acknowledged by Tenant, in form satisfactory to Landlord or such
mortgagee (i) stating that this Lease is then in full force and effect and has
not been modified (or if modified, setting forth all modifications), (ii)
setting forth the date to which the Rent, additional rent and other charges
hereunder have been paid, together with the amount of fixed base monthly Rent
then payable, (iii) stating whether or not, to the best knowledge of Tenant,
Landlord is in default under this Lease, and, if Landlord is in default, setting
forth the specific nature of all such defaults, (iv) stating the amount of the
security deposit under this Lease, (v) stating whether there are any subleases
affecting the Premises, (vi) stating the address of Tenant to which all notices
and communications under the Lease shall be sent, the Commencement Date and the
Expiration Date, and (vii) as to any other matters requested by Landlord or such
mortgagee. Tenant acknowledges that any statement delivered pursuant to this
subsection C may be relied upon by any purchaser or owner of the Real Property
or the Building, or Landlord's interest in the Real Property or the Building or
any Superior Lease, or by any mortgagee of a Mortgage, or by any assignee of any
mortgagee of a Mortgage, or by any lessor under any Superior Lease.

            D. Directory Listings. Landlord agrees to provide Tenant, at
Landlord's sole cost and expense, with two (2) listings of Tenant's name on the
directory in the lobby of the Building. Upon written request by Tenant, Landlord
agrees to provide Tenant with additional listings on such directory, at Tenant's
sole cost and expense, provided Tenant shall be limited to a number of listings
determined by multiplying Tenant's Proportionate Share by the total number of
spaces for listings on such directory.


                                       50
<PAGE>

            E. Authority. If Tenant is a corporation or partnership, each
individual executing this Lease on behalf of Tenant hereby represents and
warrants that Tenant is a duly formed and validly existing entity qualified to
do business in the State of New York and that Tenant has full right and
authority to execute and deliver this Lease and that each person signing on
behalf of Tenant is authorized to do so. Without in any way limiting the
liability of Tenant with respect to its obligations under this Lease, the
officers, directors and shareholders of Tenant shall not be personally liable
for any of Tenant's obligations under this Lease except for such officers,
directors and shareholders fraud, gross negligence or willful misconduct.

            F. Signage. Tenant shall not exhibit, inscribe, paint or affix any
sign, advertisement, notice or other lettering on any portion of the Building or
the outside of the Premises without the prior written consent of Landlord in
each instance. A plan of all signage or other lettering proposed to be
exhibited, inscribed, painted or affixed shall be prepared by Tenant in
conformity with building standard signage requirements and submitted to Landlord
for Landlord's consent. If the proposed signage is acceptable to Landlord,
Landlord shall approve such signage or other lettering by written notice to
Tenant. All signage or other lettering which has been approved by Landlord shall
thereafter be installed by Landlord at Tenant's sole cost and expense. Payment
of all charges therefor shall be deemed additional rent hereunder. In the event
Landlord requires payment in advance for the installation of any such signage or
other lettering, no installation shall be commenced by Landlord until Landlord
has received payment in full.

      Upon installation of any such signage or other lettering, such signage or
lettering shall not be removed, changed or otherwise modified in any way without
Landlord's prior written approval. The removal, change or modification of any
signage or other lettering theretofore installed shall be performed solely by
Landlord at Tenant's sole cost and expense. Tenant shall not exhibit, inscribe,
paint or affix on any part of the Premises or the Building visible to the
general public any signage or lettering including the words "temporary" or
"personnel".

      Any signage, advertisement, notice or other lettering which shall be
exhibited, inscribed, painted or affixed by or on behalf of Tenant in violation
of the provisions of this section may be removed by Landlord and the cost of any
such removal shall be paid by Tenant as additional rent.

            G. Consents and Approvals. Wherever in this Lease Landlord's consent
or approval is required, if Landlord shall delay or refuse such consent or
approval, Tenant in no event shall be entitled to make, nor shall Tenant make,
any claim, and Tenant hereby waives any claim for money damages (nor shall
Tenant claim any money damages by way of set-off, counterclaim or defense) based
upon any claim or assertion by Tenant that Landlord unreasonably withheld or
unreasonably delayed its consent or approval. Tenant's sole remedy shall be an
action or proceeding to enforce any such provision, for specific performance,
injunction or declaratory judgment.

            H. Intentionally Omitted


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<PAGE>

            I. Renewal Option.

            1. Provided that (i) both at the time of the exercise of the option
hereinafter set forth and at the time of commencement of the Renewal Term (as
hereinafter defined) this Lease is in full force and effect, and provided
further that no Event of Default is continuing hereunder and (ii) Tenant has
neither assigned its interest under this Lease or subleased all or any portion
of the Premises nor offered to so assign this Lease or sublease all or any
portion of the Premises, and (iii) Tenant is in occupancy of the entire Premises
for the purpose of conducting its own business, Tenant is hereby granted the
option to renew the Term of this Lease for one (1) period of sixty (60) months
(the "Renewal Term"). The Renewal Term is to commence immediately upon the
expiration of the initial Term. Once Tenant has served a Renewal Notice (as
hereinafter defined) upon Landlord, Tenant shall be bound for the entire
applicable Renewal Term by the terms and conditions of this Lease, as the same
is modified pursuant to this Article 39. Tenant shall exercise the option to
renew only by delivering irrevocable written notice of such election (a "Renewal
Notice") to Landlord not less than one (1) year prior to the expiration of the
initial Term. In the event that Landlord does not receive the Renewal Notice
within such notice period (time being of the essence with respect thereto), then
such option to renew the Term shall, upon the expiration of such time period,
become null and void and be of no further force or effect and Tenant shall, at
the request of Landlord, execute an instrument in form and substance acceptable
to Landlord confirming such facts.

            2. The Renewal Term shall be upon the same terms and conditions of
this Lease, except that (a) the Rent during the Renewal Term shall be payable at
an annual rate per rentable square foot equal to the greater of (1) ninety-five
(95%) percent of the annual fair market rental rate for the Premises for the
Renewal Term ("FMR"), as such FMR is determined (x) by agreement between
Landlord and Tenant on or before the date (the "FMR Agreement Date") which is
sixty (60) days prior to the end of the initial Term or (y) in the absence of
such agreement, by the Three Appraiser Method set forth in Section 3 of this
Section I, or (2) the Rent in effect during the last year of the initial Term;
(b) Tenant shall have no option to renew this Lease beyond the expiration of the
Renewal Term; and (c) the Premises shall be delivered in their existing
condition (on an "as is" basis) at the time the Renewal Term commences. Landlord
and Tenant shall attempt to negotiate in good faith a mutually acceptable
determination of the FMR prior to the FMR Agreement Date. FMR, as used herein,
shall be deemed to be the fair market rental rate (i.e., the rental rate payable
by a willing tenant to a willing landlord for like and comparable space),
determined as of the date which is six (6) months prior to the Expiration Date,
for the Premises.

3. The "Three Appraiser Method" shall operate as follows: FMR shall be based
upon the then current fair market rental rate for comparable space in comparable
buildings in the downtown, New York, New York area ( i.e., the rental rate
payable by a willing tenant to a willing landlord for like and comparable
space), using as a comparison, transactions for the six (6) months prior to the
commencement of such Renewal Term, which shall be determined by each of two (2)
real estate appraisers, one of whom shall be named by Landlord and the other of
whom shall be named by Tenant. Each of the appraisers shall be licensed or


                                       52
<PAGE>

certified, as appropriate, in New York as a real estate appraiser, specializing
in first-class office buildings in the New York, New York area, having no less
than ten (10) years' experience in such field, and generally recognized as
ethical and reputable within the field (each, a "Qualified Appraiser"). Landlord
and Tenant agree to make their appointments within five (5) business days after
the FMR Agreement Date, if the parties have not theretofore agreed upon the FMR.
Each Qualified Appraiser shall submit his determination of the FMR within
fifteen (15) days after the date of his selection. If the positive difference
between the two determinations of the FMR is less than or equal to ten (10%)
percent of the higher of the two determinations, then, for the purposes of
Section 2(a)(1) above, the FMR shall be the higher of such two determinations of
the FMR. If the positive difference between the two determinations of the FMR is
greater than ten (10%) percent of the higher of the two determinations, then the
two (2) Qualified Appraisers selected by Landlord and Tenant shall select a
third Qualified Appraiser within five (5) days after they both have rendered
their FMR determinations, and within fifteen (15) days after the date of his
selection, the third Qualified Appraiser shall submit his determination of the
FMR and, for the purposes of Section 2(a)(1) above, the FMR shall be the average
of the three (3) determinations made by the three (3) Qualified Appraisers.
Landlord and Tenant shall each pay the fee of the Qualified Appraiser selected
by it, and they shall equally share the payment of the fee of the third
Qualified Appraiser, if the selection of same is required hereunder.

            4. Except for the renewal option set forth in this Section I, this
Lease may only be extended beyond the Expiration Date by the parties executing
an extension agreement signed by both parties making specific reference to this
Lease.

            J. Downtown Benefits. Landlord shall reasonably cooperate with
Tenant, at no cost or expense or liability to Landlord, in connection with
Tenant's applying for any property related benefits from the City of New York to
which Tenant may be entitled as a result of Tenant's leasing the Premises. All
such benefits acquired by Tenant shall be for the account of Tenant only.

      40. RIGHT OF FIRST OFFER.

                  (i) Provided (1) this Lease shall then be in full force and
effect, (2) Tenant shall not be in material default hereunder beyond any
applicable notice and/or cure period, and (3) Tenant shall be in actual
occupancy of at least ninety (90%) percent of the Premises (items (1), (2), and
(3) hereinafter shall be collectively referred to as the "Offer Space
Conditions"), in the event that Landlord shall desire to lease the balance of
the ninth (9th) floor in the Building (the "Offer Space"), Tenant shall have the
single, non-recurring right ("Right of First Offer") to have Landlord submit
written notice (the "Lease Notice") to Tenant of Landlord's desire to lease the
Offer Space as to the space offered, which Lease Notice shall be deemed an offer
to Tenant to lease the Offer Space.

            (ii) The Lease Notice shall set forth (1) a description of the Offer
Space, the number of rentable square feet attributable to the Offer Space as
determined by Landlord (the "Deemed Rentable Square Footage") and Tenant's
Proportionate Share


                                       53
<PAGE>

attributable to the Offer Space (the "Deemed Tenant's Proportionate Share"), (2)
the fixed annual rent and all additional rent (including the base amount or base
years, if any, for taxes, operating expenses and other escalations) at which
Landlord proposes to lease the Offer Space (collectively, the "Offer Rental"),
(3) the term for which Landlord proposes to lease the Offer Space (including
renewal options, if any, it being understood that, unless expressly set forth in
the Lease Notice, the renewal options provided in Article 39 hereof shall not be
applicable to the Offer Space), (4) the condition in which Landlord proposes to
deliver the Offer Space, (5) the tenant inducements (such as, by way of example
only, work letters, work allowances and free rent periods ) that Landlord
proposes to offer in connection with the leasing of the Offer Space, (6) the
date upon which Landlord anticipates the Offer Space could be delivered to
Tenant (the "Offer Space Scheduled Date"), and (7) such other terms as Landlord
may propose upon which Landlord would be willing to lease the Offer Space to a
third party tenant. The Lease Notice shall constitute an offer by Landlord to
Tenant to lease all and not less than all of the Offer Space identified in the
Lease Notice. The parties hereto agree that in no event, unless Landlord was
grossly negligent or intentionally lied to Tenant, shall the Deemed Rentable
Square Footage constitute or imply any representation by Landlord whatsoever as
to the actual size of the Offer Space.

                  (iii) Tenant shall have thirty (30) days following Landlord's
giving of the Lease Notice to deliver to Landlord written notice (the "Election
to Lease Notice") of Tenant s desire to lease from Landlord the Offer Space for
the Offer Rental and on such other terms as may be set forth in the Lease
Notice. Time shall be of the essence with respect to said 30-day period and the
failure or refusal of Tenant for any reason whatsoever to deliver to Landlord
the Election to Lease Notice in the time and manner herein prescribed shall be
deemed an irrevocable waiver of Tenant's Right of First Offer as to the
particular transaction and any future lease of the Offer Space, whereupon
Tenant's Right of First Offer shall lapse, and be of no further force or effect.

                  (iv) If Tenant shall timely and in the manner herein
prescribed deliver its Election to Lease Notice and provided the Offer Space
Conditions are satisfied, then, on the date on which Landlord delivers vacant
possession of the Offer Space to Tenant (the "Offer Space Effective Date"), the
Offer Space shall become, and be deemed to comprise, part of the Premises as if
originally included in the demise hereunder, upon the same terms, covenants and
provisions of this lease, except (1) the Rent shall be increased by the Offer
Rental, (2) Tenant's Proportionate Share shall be increased by the Deemed
Tenant's Proportionate Share and (3) as may be otherwise set forth in the Offer.
Landlord shall use reasonable efforts to deliver vacant possession of the Offer
Space to Tenant on or prior to the Offer Space Scheduled Date; provided,
however, it is expressly understood that the Offer Space Scheduled Date shall
not be binding upon Landlord and if Landlord is unable to deliver possession of
the Offer Space to Tenant for any reason on or prior to such date, the Offer
Space Effective Date shall be the date on which Landlord is able to so deliver
possession and Landlord shall not be subject to any liability and this Lease
shall not be impaired under such circumstances. Tenant hereby waives any right
to rescind this Lease under the provisions of Section 223(a) of the Real
Property Law of the State of New York, and agrees that the provisions of this
Article are intended to constitute "an express provision to the contrary" within
the meaning of said


                                       54
<PAGE>

Section 223(a). Notwithstanding the foregoing, if Landlord is unable to deliver
vacant possession of the Offer Space to Tenant on or prior to the six (6) month
anniversary of the Offer Space Scheduled Date, Tenant shall have the right, as
and for its sole remedy, by written notice to Landlord given within ten (10)
days after the five (5) month anniversary of the Offer Space Scheduled Date, to
rescind its Election to Lease Notice. Upon Landlord's receipt of Tenant's notice
to rescind (provided that Landlord shall not theretofore have delivered to
Tenant vacant possession of the Offer Space), the provisions of this Section 40
shall automatically cease to apply to the Offer Space and Landlord shall cease
to have any further obligations to Tenant with respect to the Offer Space, but
the foregoing shall not affect Tenant's rights or obligations under the Lease
with respect to any other portion of the Premises.

                  (v) If Tenant shall notify Landlord of Tenant's waiving of its
Right of First Offer, or if Tenant is deemed to have waived its Right of First
Offer, then the following shall apply:

                        (1) Tenant shall, immediately upon demand therefor by
Landlord, execute, in form for recording and as otherwise reasonably required by
Landlord, an instrument ("Waiver") confirming the waiver of and extinguishing
the Right of First Offer and expressly reciting that the Waiver is given
pursuant to Article 40 of this Lease. If Tenant shall fail or refuse for any
reason to execute the Waiver within two (2) Business Days after demand therefor
by Landlord, then Landlord may execute the Waiver on Tenant's behalf, without
waiving any of Landlord's rights and remedies to recover damages. Nothing herein
shall be in derogation of Landlord's right to damages (and/or to seek equitable
relief, e.g., an action to compel specific performance) which may be incurred by
Landlord in such event if another transaction is discontinued or terminated,
with or without an agreement having been entered into, as a result of or
attributable to Tenant's failure or refusal to have executed and delivered the
Waiver; and

                        (2) Landlord shall have a period of three hundred
sixty-five (365) days from the date of Landlord's receipt of the Waiver executed
by Tenant, to execute a lease for the Offer Space for not less than eighty-five
(85%) percent of the Net Effective Offer Rental (as hereinafter defined) and on
such other terms and conditions as are substantially the same as, but not
substantially more favorable to the proposed lessee than, those contained in the
Lease Notice. The term "Net Effective Offer Rental" shall mean the net present
value, determined as of the commencement date of the proposed lease using a
discount rate of 10%, of the aggregate of all rent and additional rent for
taxes, operating expenses and electricity charges payable under the proposed
lease discounted from the date that any such payment would have been made under
the proposed lease to the commencement date of such proposed lease, after
deducting therefrom the amount of all tenant inducements (such as, by way of
example only, work allowances, work letters and rent abatements) that are (or
will be) granted to the tenant thereunder, discounted, using a discount rate of
10%, from the date that such tenant inducements were to have been given under
the proposed lease to the commencement date of such proposed lease. If a lease
for the Offer Space is not executed within the said 365-day period, then the
Right of First Offer accorded to Tenant in this Section 40 shall be deemed


                                       55
<PAGE>

revived and reinstated with respect to any subsequent desire of Landlord to
lease the Offer Space subsequent to said 365-day period, but in no event be
deemed to revive the particular Right of First Offer theretofore waived or
deemed waived by Tenant. Notwithstanding the foregoing, in the event that
Landlord shall submit a new Lease Notice to Tenant within the 365-day period
applicable to a previous Waiver by Tenant and Tenant shall also waive or be
deemed to have waived its Right of First Offer as to the new Lease Notice, then
the provisions of the first two (2) full sentences of this Section 40(v)(2)
above shall be deemed to apply to the terms and conditions of the new Lease
Notice, and the terms of this sentence shall always be applicable to the most
recent Lease Notice with respect to which Tenant shall have waived or been
deemed to have waived its Right of First Offer.

                  (vi) Any breach by Tenant of its obligations under this
Section 40 shall entitle Landlord to any and all remedies available to Landlord
at law and in equity.

                  (vii) The Right of First Offer herein set forth is available
only to the Tenant first named in the heading of this Lease (i.e., NextVenue,
Inc.), and reference in this Section 40 to "Tenant" shall mean, and the rights
accorded in this Section 40 shall be available only to, NextVenue, Inc.; and to
no other person, party or entity whatsoever including, without limitation, any
assignee, licensee or subtenant of NextVenue, Inc.

                  (viii) Notwithstanding the foregoing, Tenant's Right to First
Offer shall not apply to, and the term Offer Space shall not include, any space
(1) which is subject to (w) a lease which grants the tenant thereunder any
rights of renewal or extension as to such space, (x) a right, option or
obligation to lease such space hereafter acquired by any other tenant or person,
if such right, option or obligation arises pursuant to an option or right to
renew or extend the term of such lease contained in any lease or a so-called
"must-take" provision contained in any lease (i.e., a provision whereby such
tenant or person is obligated to take the space in question upon the occurrence
of certain events enumerated in such lease), (y) an expansion option contained
in any lease, or (z) an offer space or available space option contained in any
such lease, or (2) which Landlord intends to offer to the existing tenant of
such space notwithstanding the absence of any renewal or extension rights in
such tenant's existing lease.

                  (ix) Tenant and Landlord, respectively, shall indemnify,
defend and hold harmless the other from any claims for any brokerage commissions
or real estate consultant fees and all costs, expenses and liabilities in
connection therewith, including, without limitation, reasonable attorneys' fees
and expenses, arising out of any conversations or negotiations had by Tenant or
Landlord, respectively, with any broker or real estate consultant other than
Broker and any one claiming by, through or under Broker in connection with the
granting of the Right of First Offer, the exercise thereof and consummation of
the transaction(s) contemplated thereby.

                  (x) Landlord and Tenant shall, upon the request of the other
party, execute, acknowledge and deliver to the other party an instrument or
instruments in form reasonably satisfactory to both parties confirming the
addition of the Offer Space to the


                                       56
<PAGE>

Premises, the Offer Space Effective Date, the increase in the Rent, the increase
in Tenant's Proportionate Share and any other terms or conditions in respect of
the Offer Space, but any failure of the parties to execute, acknowledge and
deliver such instrument(s) shall not affect the validity of the leasing of the
Offer Space or any of the provisions of this Section 40.

      41. SATELLITE DISHES. Tenant shall have the non-exclusive right to
install, inspect, adjust and maintain one or more satellite dishes
(collectively, "Satellite Dishes") on the Building rooftop at Tenant's sole
risk, cost and expense (said right is hereinafter referred to as "Tenant's
Satellite Right") provided the installation, inspection, adjustment and
maintenance of said Satellite Dishes does not involve any penetration of the
roof surface and such installation is otherwise, in all respects, satisfactory
to Landlord and its roofing contractor (it being agreed that Tenant may, subject
to Landlord's reasonable approval, run a conduit from the roof to the Premises).
The dimensions and performance characteristics of said Satellite Dishes shall be
subject to Landlord's reasonable approval.

            A. Satellite Rent. In consideration of Landlord's granting to Tenant
Tenant's Satellite Right, Tenant shall pay to Landlord, in addition to all Rent
and additional rent payable by Tenant under this Lease, an amount equal to the
product of (x) $13.50 and (y) the total number of square feet of space utilized
by Tenant in connection with Satellite Dishes ("Satellite Rent"). Satellite Rent
shall be payable by Tenant on the first day of each month for each month that a
Satellite Dish is on the roof of the Building. Satellite Rent shall be increased
as of the second and each succeeding anniversary of the Rent Commencement Date
(each, an "Adjustment Date") to an amount equal to the greater of (a) the
product of (i) the Satellite Rent payable immediately prior to the applicable
Adjustment Date multiplied by (ii) 1.03, and (b) the product of (i) the
Satellite Rent payable immediately prior to such Adjustment Date multiplied by
(ii) a fraction (which shall in no event be less than 1/1), the numerator of
which is the CPI Index (as hereinafter defined) for the calendar month which is
three (3) months immediately preceding the month in which the applicable
Adjustment Date occurs and the denominator of which is the CPI Index for the
calendar month which is fifteen (15) months immediately preceding the month in
which the applicable Adjustment Date occurs (the resultant fraction for the
purposes of such calculation being carried to five (5) decimal places). In no
event shall the Satellite Rent be reduced on any Adjustment Date below the
Satellite Rent payable immediately prior to such Adjustment Date. For purposes
of this Lease, the "CPI Index" shall mean the Consumer Price Index for all Urban
Consumers, All Items, U.S. City average (1967=100), published by the Bureau of
Labor Statistics of the U.S. Department of Labor (the "Bureau") or a successor
or substitute index appropriately adjusted. The CPI Index using the 1967
reference base shall be used as long as such index is published by the Bureau.
If the CPI Index using the 1967 reference base ceases to be published by the
Bureau, all CPI Index numbers used in the calculations provided for herein shall
be adjusted to the new reference base, the adjustment factor provided by the
Bureau being conclusive. If at any time a change occurs in the terms, items or
structure of the CPI Index, the new and updated CPI Index (with the appropriate
reference base year) shall immediately upon its introduction be adopted for use
in the calculations provided for herein. If a correction is made to a previously
published CPI Index, the Satellite Rent payable by Tenant hereunder shall be
recalculated in accordance with such correction and Tenant shall pay to
Landlord, promptly upon demand, the


                                       57
<PAGE>

amount of the deficiency, if any in Satellite Rent theretofore paid by Tenant
and Landlord shall credit Tenant against future payments of Satellite Rent the
amount of the excess Satellite Rent paid by Tenant, if any. If no CPI Index
(including a successor or substitute index) is available, a reliable
governmental or other publication, selected by Landlord, evaluating the
information theretofore used in determining the CPI Index shall be used in
determining the adjustment of Satellite Rent as of succeeding Adjustment Dates.

            B. Roof Access. Landlord and Tenant agree that Tenant's Satellite
Right will necessitate that Tenant have access to the rooftop of the Building.
To the extent that Tenant's Satellite Right expands the area of the Building to
which Tenant has access (the "new access areas"), then Landlord and Tenant agree
that any and all provisions of the Lease that apply to the Premises, including,
but not limited to, the Rules and Regulations, shall also apply to the new
access areas, except as modified herein and except to the extent that said Lease
provisions place any additional responsibilities on the Landlord with respect to
the new access areas. The precise location of the Satellite Dishes shall be
subject to the sole discretion of Landlord. Landlord shall also have the express
right to reject the proposed size and design of any or all of the Satellite
Dishes.

            C. Tenant's Obligations.

            (i) Increase in Landlord's Insurance Cost. If the rate of any
insurance carried by Landlord is increased as a result of the exercise of
Tenant's Satellite Right, then Tenant will pay to Landlord, as additional rent,
not later than thirty (30) days before the date Landlord is obligated to pay a
premium on the insurance or within ten (10) days after Landlord delivers to
Tenant a certified statement from Landlord's insurance carrier stating that the
rate increase was caused by Tenant's Satellite Right, whichever date is later, a
sum equal to the difference between the original premium and the increased
premium resulting solely from the installation of the Satellite Dishes.

            (ii) Rooftop Access. Landlord has not made any representations or
promises pertaining to physical condition of the Building's rooftop or its
suitability for the installation and maintenance of the Satellite Dishes.
Tenant, for the purpose of this Article 41 and its right to rooftop access
hereunder, accepts the rooftop in its "as is" condition. Without in any way
limiting Landlord's rights under this Lease, Landlord shall use commercially
reasonable efforts to minimize interference with Tenant's rights under this
Article 41.

            (iii) Compliance With Laws. Tenant represents that it has obtained,
or will have obtained prior to installation, any and all necessary licenses,
approvals, permits, etc., necessary for the installation, maintenance and
operation of Tenant's Satellite Dishes. Tenant's Satellite Right shall not in
any way conflict with any applicable law, statute, ordinance or governmental
rule or regulation now in force or which may hereafter be enacted. Tenant will,
at its sole cost and expense, promptly comply or take all action necessary to
enable the Building to comply with all laws, statutes, ordinances, governmental
rules or regulations, or requirements of any board of fire insurance
underwriters or other similar bodies now or hereafter constituted relating to or
affecting Tenant's Satellite Right. Tenant shall and hereby


                                       58
<PAGE>

does indemnify and hold Landlord harmless from and against any loss, cost
(including reasonable attorneys' fees incurred in defending Landlord), damage or
liability arising out of any violations of said laws, statutes, ordinances,
rules or regulations. Tenant shall, at its sole cost and expense, make any
repairs to the rooftop which are necessitated by the installation, maintenance
or operation of the Satellite Dishes. Such repairs shall be governed by the
provisions of Section 4 hereof. Landlord may, at its option, after notice to
Tenant, cause such repairs to be made at the sole cost and expense of Tenant.

            (iv) Operation. Tenant's Satellite Right shall, in all material
respects, be exercised: (1) in such manner as will not create any hazardous
condition or interfere with or impair the operation of the heating, ventilation,
air conditioning, plumbing, electrical, fire protection, life, safety, public
utilities or other systems or facilities in the Building or the Premises or any
other tenant in the Building; (2) in compliance with all applicable laws, codes
and regulations; (3) in such a manner as will not directly or indirectly
interfere with, delay, restrict or impose any expenses, work or obligations upon
Landlord in the use or operation of the Building; (4) at Tenant's cost,
including the cost of repairing all damage attributable to the installation,
inspection, adjustment, maintenance, removal or replacement of the Satellite
Dishes. In connection with the installation of the Satellite Dishes, Tenant
shall provide to Landlord: (aa) a letter from a structural engineer reasonably
acceptable to Landlord certifying that the installation of the Satellite Dishes
was properly performed and that the integrity of the Building structure has not
been adversely affected in any material way by reason of such installation; and
(bb) written approval of Landlord's roofing contractor of the manner of
installation which shall not be unreasonably withheld or delayed.

            (v) Insurance. Tenant will, at all times during the term of this
Lease, and at its cost and expense, ensure that the insurance policies to be
maintained by Tenant under Section 9 hereof are properly endorsed to reflect the
Satellite Dishes and Tenant's Satellite Right. Tenant agrees to pay the premiums
therefor and to deliver copies of said policies and/or endorsements thereto to
Landlord on the first day of the term of this Lease, and the failure of Tenant
to either obtain said insurance or deliver copies of said policies or
certificates thereof to Landlord shall be a default under this Lease.

            (vi) Indemnity. Tenant shall and hereby does indemnify and hold
harmless Landlord against and from any and all claims arising from the Tenant's
use of the new access areas and Tenant's installation, inspection, adjustment
and maintenance of the Satellite Dishes. Tenant assumes all risk of damage to
property or injury to persons, in, upon or about the new access areas as a
result of Tenant's installation, inspection, adjustment and maintenance of the
Satellite Dishes.

            (vii) Landlord's Recapture. In conjunction with the Lease, Landlord
may, by giving thirty (30) days notice to Tenant, elect to retain or dispose of
in any manner the Satellite Dishes (the "Satellite Recapture Right") if Tenant
does not remove said Satellite Dishes from the rooftop on the Lease Expiration
Date or earlier termination of this Lease. If Landlord notifies Tenant of its
intent to exercise the Satellite Recapture Right and Tenant does not remove the
Satellite Dishes by the Expiration Date, title to the Satellite Dishes shall, on


                                       59
<PAGE>

expiration of the thirty (30) day period, vest in Landlord. Additionally, Tenant
shall be liable to Landlord for any of Landlord's costs for storing, removing
and disposing of said Satellite Dishes. This provision shall survive the
expiration or termination of this Lease.

            (viii) Non-Exclusivity. By granting the Tenant's Satellite Right,
Landlord does not covenant or agree that it has not conveyed or will not convey
in the future similar rights to other parties desiring to install communications
devices on the roof of the Building. In addition, Landlord makes no
representation whatsoever as to the suitability of the rooftop for installation
of the Satellite Dishes in terms of the quality of reception of the Satellite
Dishes, and does not warrant that the Satellite Dishes will be free from
interference from other devices placed upon the Building or other buildings in
the area.

            (ix) Default. Tenant's Satellite Right shall terminate in the event
of an Event of Default under the Lease.

      42. TENANT'S GENERATOR. (a) Subject to the provisions of Article 3,
Landlord will grant to Tenant, for Tenant's own use and not for resale purposes,
a non-exclusive license for an area to be designated by Landlord in Landlord's
reasonable discretion, for the construction, installation, operation and use by
Tenant of a 600 kilowatt diesel-powered electric generator and other related
equipment, including, but not limited to, mountings and supports (collectively
such equipment being hereinafter referred to, individually or collectively, as
"Tenant's Equipment"), at a location designated by Landlord. Tenant will have
full control over the maintenance and operation of Tenant's Equipment and may,
subject to Landlord's reasonable approval as to dimensions and location, install
a 3,000 gallon diesel fuel tank. Tenant will reimburse Landlord for the actual
cost of any diesel fuel used as measured by a fuel meter. In connection with the
foregoing, and subject to the rights of other tenants in the Building, Landlord
shall make available to Tenant access to the applicable area, for the
construction, installation, maintenance, repair, operation and use of Tenant's
Equipment. If Tenant requires riser space for electrical conduits connecting
Tenant's Equipment to the Premises, then, subject to the rights of other tenants
in the Building, and subject to the provisions of Article 3 hereof, Landlord
shall make available to Tenant, for Tenant's use solely in connection with
Tenant's Equipment, sufficient space in the Building, at a location reasonably
determined by Landlord, for the installation of a riser. All work in connection
with the installation of such riser, including core drilling, if required, shall
be performed at Tenant's sole cost and expense, including the cost of a fire
watch and related supervisory costs relating to any core drilling, which shall
be performed in such a manner and at such times as Landlord shall prescribe.
References herein to Tenant's Equipment shall be deemed to include such riser
and the electrical conduits appurtenant thereto. Without in any way limiting
Landlord's approval rights contained in this Article 42 or anywhere else in this
Lease, Landlord conditionally approves (i) the farthest west parking space in
the parking garage for the location of Tenant's Equipment and (ii) a separate
room within the basement of the Building which room is due east of the fuel oil
tank currently located thereat for the location of the aforementioned 3,000
gallon diesel fuel tank. With respect to each of the aforementioned spaces,
Landlord shall deliver same "AS IS", without in any way being obligated to
prepare such spaces for Tenant's use thereof or make any alterations to such
spaces whatsoever.


                                       60
<PAGE>

            (b) The installation of Tenant's Equipment shall constitute an
Alteration and shall be performed at Tenant's sole cost and expense in
accordance with and subject to the provisions of Article 3 hereof. All of the
provisions of this Lease shall apply to the installation, use and maintenance of
Tenant's Equipment, including all provisions relating to compliance with legal
requirements and insurance requirements, insurance, indemnity, repairs and
maintenance. The license granted to Tenant in this Article 42 shall not be
assignable by Tenant separately from this Lease. Tenant's Equipment shall be
treated for all purposes of this Lease as Tenant's Property. Tenant shall pay to
Landlord monthly, as Additional Rent upon demand, the amount, determined by
Landlord in its reasonable discretion, by which Taxes imposed upon the Building
have been increased on account of Tenant's installation of Tenant's Equipment.

            (c) Tenant shall have reasonable access at all times to, and
Landlord shall not interfere with, the use of the Equipment so as to cause the
functioning thereof to be materially interrupted or impaired. Tenant shall use
Tenant's Equipment so as not to cause any interference to Landlord's use of the
Building or the Real Property, including the use by Landlord or other tenants or
occupants of the Building of equipment and facilities thereon, or damage to or
interference with the operation of the Building or systems. If Tenant's
Equipment interferes with or disturbs the reception or transmission of
communication signals by or from any antennas, satellite dishes or similar
equipment installed by Landlord or any other tenant in the Building on or before
the installation by Tenant of Tenant's Equipment, or if Tenant's Equipment
interferes with the operation of the Building or the Building systems, then
Tenant, at its sole cost and expense, shall relocate Tenant's Equipment to
another area designated by Landlord.

            (d) Tenant acknowledges and agrees that the privileges granted
Tenant under this Article 42 shall merely constitute a license and shall not,
now or at any time after the installation of Tenant's Equipment, be deemed to
grant Tenant a leasehold or other real property interest in the Building or any
portion thereof. The license granted to Tenant in this Article 42 shall co-exist
with the Lease, and shall not be revoked so long as so long as this Lease has
not been terminated and shall automatically terminate and expire upon the
expiration or earlier termination of this Lease and the termination of such
license shall be self-operative and no further instrument shall be required to
effect such termination.

      43. DOWNTOWN BENEFITS. Notwithstanding anything to the contrary contained
herein, in the event Tenant has not qualified for benefits under any New York
City downtown incentive program on or before thirty (30) days from the date
hereof, Tenant may, by written notice (the "Benefits Notice") to Landlord no
later than thirty-five (35) days from the date hereof (the "Contingency
Expiration Date"), TIME BEING OF THE ESSENCE WITH RESPECT THERETO, terminate
this Lease, whereupon all obligations and liabilities of both Landlord and
Tenant shall be extinguished, except for those obligations and liabilities which
expressly survive the termination of this Lease, provided, however, Tenant
reimburses Landlord immediately for all costs and expenses incurred by Landlord
in connection with the preparation and negotiation of this Lease, Landlord's
Core Work and Tenant's Initial Alteration, including, without limitation, fees
of attorneys, contractors and architects and costs


                                       61
<PAGE>

and expenses associated with applications for building permits and design
approvals (as evidenced by copies of invoices or receipts or other reasonably
satisfactory documentation). Tenant acknowledges and agrees that Landlord may,
without notice to Tenant, and without in any way limiting the amount which may
be payable to Landlord hereunder, draw down the L/C to reimburse Landlord for
any such amounts which may be payable to Landlord hereunder. In the event
Landlord does not receive the Benefits Notice on or before the Contingency
Expiration Date, then such right to terminate the Lease shall become null and
void and of no further force and effect. Tenant shall use its best efforts to
promptly and diligently pursue any such benefits.

                         [NO FURTHER TEXT ON THIS PAGE]


                                       62
<PAGE>

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

                                    LANDLORD:

                                    100 WILLIAM LLC,
                                     a Delaware limited liability company


                                    By: Taconic Investment Partners, L.L.C.,
                                        Authorized Signatory


                                        By: /s/ Paul Pariser
                                            -------------------------------
                                            Name:  Paul Pariser
                                            Title: Principal


                                    TENANT:

                                    NEXTVENUE, INC.,
                                     a Delaware corporation

                                    By: /s/ Nicholas Balletta
                                        -----------------------------------
                                        Name:  Nicholas Balletta
                                        Title: President


                                    13-4032787
                                    ---------------------------------------
                                    Tenant's Tax I.D. Number


                                       63
<PAGE>

                                    EXHIBIT 1

                             Floor Plan of Premises
<PAGE>

                        [FLOOR PLAN OF 8th FLOOR OMITTED]
<PAGE>

                        [FLOOR PLAN OF 9th FLOOR OMITTED]
<PAGE>

                                    EXHIBIT 2

                              Intentionally Deleted
<PAGE>

                                    EXHIBIT 3

                         Current Cleaning Specifications
<PAGE>

                               100 William Street

Cleaning of the building located at 100 William Street, New York New York
including office space, entrance lobby, sidewalks, public halls, stairways, fire
tower, lavatories, passageways, elevator cabs, as provided for below. This does
not include vault areas, elevator shafts, elevator pits, kitchen or dining
rooms.

GENERAL CLEANING - Nightly

Dust sweep flooring with specially treated cloths to insure dust free floors.

Wash ceramic tile, marble and terrazzo flooring in building entrance foyers.

Carpet sweep carpeted areas and rugs four nights each week and vacuum once each
week, moving light furniture other than desks, file cabinets, etc.

Sweep stairways; wash as necessary, ashtrays, receptacles, etc.; damp dust as
necessary.

Clean cigarette urns and replace sand or water necessary.

Remove wastepaper and waste materials to a designated are in the premises. Waste
or rubbish bags shall be supplied to us.

Dust and wipe clean furniture, fixtures, desk equipment, telephones and
windowsills with specially treated cloths.

Dust baseboards, chair rails, trim louvres, pictures, charts etc. within reach.

Wash drinking fountains and coolers.

Keep lockers and service closet rooms in clean and orderly condition.

LAVATORIES - Nightly

Sweep and wash flooring with approved germicidal detergent solution.

Wash and polish mirrors, powder shelves, bright work, etc., including
flushometers, piping and toilet seat hinges.

Wash both sides of toilet seats, wash basins, bowls and urinals with approved
germicidal detergent solution.
<PAGE>

Dust partitions, tile walls, dispensers and receptacles.

Empty and clean towels and sanitary disposal receptacles.

Remove wastepaper and refuse to a designated area in the premises, using special
janitor carriages.

Fill toilet tissue dispenses with supplies furnished by the Contractor.

ENTRANCE LOBBY - Nightly

Sweep and wash flooring; vacuum carpeting.

Spray buff lobby nightly

If floor mats have been used during the day, they shall be washed.

Clean cigarette urns and replace sand or water as necessary.

Floors in elevator cabs will be properly maintained. If carpeted remove soluble
pots which safely respond to standard spotting procedure without risk of injury
to color fabric.

Dust and rub down mail chutes and mail depositories.

Dust and rub down elevator doors, walls, metal work and saddles in elevator
calls.

Dust walls up to twelve (12) feet and keep from fingermarks, smudges, etc.

PUBLIC AREAS - Periodic Cleaning

Elevator, stairway, office and utility doors on each floor will be checked for
general cleanliness, removing fingermarks as necessary.

Remove fingermarks from metal partitions and other similar surfaces as
necessary.

Wipe clean interior building metals necessary.

PUBLIC AREAS - High Dusting

Do high dusting every 3 months, which includes the following:

Dust pictures, frames, charts, graphs and similar wall hangings not reached in
nightly cleaning.
<PAGE>

Dust exterior of light fixtures.

Dust overhead pipes, sprinklers, etc.

Dust window frames.

PUBLIC WAXING - QUARTERLY

All public corridors shall be scrubbed and waxed quarterly.

Dust vertical surfaces such as partitions, ventilating louvres, etc. not reach
in nightly cleaning.

Upon completion of the foregoing work assignments, lights shall be extinguished,
windows closed, doors locked, premises secured, and left in a neat and orderly
condition.

LAVATORIES - Periodic Cleaning

Machine scrub flooring with approved germicidal detergent solution, bi-monthly.

Wash partitions, tile walls and enamel surfaces with approved germicidal
detergent solution once a month.

Dust exterior of lighting fixtures once a month.

High dusting once a month.

ENTRANCE LOBBY - Periodic Cleaning

Machine scrub flooring, one time each month and apply wax.

Clean lights, globes and fixtures as necessary.

Dust down walls once a month.

Rub down metal and other high level bright work as necessary.

DAY SERVICES - DUTIES OF DAY PORTERS

Police areas in lobby.

Police elevator cabs in main level.

Fill toilet tissue dispensers in lavatories supplies furnished by the
Contractor.

Clean basement corridors and utility areas.
<PAGE>

Police employee's locker rooms so that they are kept in clean condition.

Sweep and hose sidewalks, weather permitting; shovel snow when necessary.

Set out rubber mats on rainy days; keep in clean condition.

Sweep and dust stairways and fire tower; dust handrails; spindles; newels and
stair stringers, wash stairs as necessary.

Keep frames of entrance doors in clean condition.

Clean standpipes and sprinkler connections as necessary.

If directed by building management, equipment rooms, fan rooms, etc. shall be
swept regularly.

Wipe down exterior metal work, marble, etc. of building entrances as necessary
is assumed that store or ground floor tenants will pay for exterior maintenance.

WINDOW CLEANING

1.    Clean all entrance doors five times a week, Monday through Friday, and
      transoms, once a week.

2.    Clean all perimeter office windows, both exterior and interior four times
      a year.

3.    All window cleaning will be performed during the regular working hours of
      7:00 a.m. to 3:30 p.m., Monday through Friday, excluding Saturdays and
      Sundays, and Union Holidays.

4.    No exterior window washing will be done on days of rain, sleet, or snow,
      but will be performed as soon as possible thereafter.

SCHEDULE OF CLEANING:

Night cleaning service shall be rendered five nights each week, Monday through
Friday, except on union and legal holidays.

Day services shall be rendered five days each week, Monday through Friday,
except on union and legal holidays.
<PAGE>

                                    EXHIBIT 4

                            Form of Letter of Credit

[BANK LETTERHEAD]

100 William LLC
c/o ________________
____________________
____________________

Re: Irrevocable Clean Standby Letter of Credit

By order of our client, ______________________,, we hereby open our irrevocable
clean standby Letter of Credit No. ___ in your favor for an amount not to exceed
in the aggregate ____ ($_____) Dollars effective immediately.

Funds under this Letter of Credit are available to you against your sight draft
on us mentioning thereon our Credit No. _________________

This Letter of Credit shall expire on _________________, 2000; provided,
however, that it is a condition of this Letter of Credit that it shall be deemed
automatically extended, from time to time, without amendment, for one year from
the expiry date hereof and from each and every future expiry date, unless at
least forty-five (45) days prior to any expiry date we shall notify you by
registered or certified mail (return receipt requested) or overnight courier
service delivered to the above indicated address that we elect not to consider
this Letter of Credit renewed for any such additional period.

Upon receipt of such notice, but on or before the then expiration date, you may
draw the full amount hereunder by means of your sight draft drawn on us,
accompanied by your written statement purportedly signed by one of your
authorized representatives reading as follows: "We are in receipt of written
notice from you of your election not to renew your Letter of Credit No.
________________________, and we have not received an acceptable replacement
Letter of Credit as of the date of our drawings."

This Letter of Credit is transferable in full, not in part, without any fees or
charges and may be transferred one or more times upon receipt of your written
instructions.

[Insert standard provision for the right to transfer the letter of credit in
accordance with the Uniform Customs and Practice for Documentary Credits
referred to below.]

We hereby agree with you that all drafts drawn with the terms of this Letter of
Credit will be duly honored upon presentment and delivery to our office at on or
prior to the expiry date, or as the same may from time to time be extended.
Partial drawings are permitted.
<PAGE>

Except as otherwise specified herein, this Letter of Credit is subject to the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500.

Very truly yours,
[Name of Bank]
By:
<PAGE>

                                   SCHEDULE A

                              RULES AND REGULATIONS

I.    The rights of each tenant in the Building to the entrances, corridors and
      elevators of the Building are limited to ingress to and egress from such
      tenant's premises and no tenant shall use, or permit the use of the
      entrances, corridors, or elevators for any other purpose. No tenant shall
      invite to its premises, or permit the visit of persons in such numbers or
      under such conditions as to interfere with the use and enjoyment of any of
      the plazas, entrances, corridors, elevators and other facilities of the
      Building by other tenants. No tenant shall encumber or obstruct, or permit
      the encumbrances or obstruction of any of the sidewalks, plazas,
      entrances, corridors, elevators, fire exits or stairways of the Building.
      Landlord reserves the right to control and operate the public portions of
      the Building, the public facilities, as well as facilities furnished for
      the common use of the tenants, in such manner as Landlord deems best for
      the benefit of the tenants generally.

II.   Landlord may refuse admission to the Building outside of ordinary business
      hours to any person not known to the watchman in charge or not having a
      pass issued by Landlord or not properly identified, and may require all
      persons admitted to or leaving the Building outside of ordinary business
      hours to register. Tenants' employees, agents and visitors shall be
      permitted to enter and leave the Building whenever appropriate
      arrangements have been previously made between Landlord and the tenant
      with respect thereto. Each tenant shall be responsible for all persons for
      whom it requests such permission and shall be liable to Landlord for all
      acts of such persons. Any person whose presence in the Building at any
      time shall, in the judgment of Landlord, be prejudicial to the safety,
      character, reputation or interests of the Building or its tenants may be
      denied access to the Building or may be ejected therefrom. In case of
      invasion, riot, public excitement or other commotion Landlord may prevent
      all access to the Building during the continuance of the same, by closing
      the doors or otherwise, for the safety of the tenants and protection of
      property in the Building. Landlord may require any person leaving the
      Building with any package or other object to exhibit a pass from the
      tenant from whose premises the package or object is being removed, but the
      establishment and enforcement of such requirement shall not impose any
      responsibility on Landlord for the protection of any tenant against the
      removal of property from the premises of any tenant. Landlord shall, in no
      way, be liable to any tenant for damages or loss arising from the
      admission, exclusion or ejection of any person to or from a tenant's
      premises or the Building under the provisions of this rule.

III.  No tenant shall obtain or accept for use in its premises ice, drinking
      water, towels, barbering, boot blacking, floor polishing, lighting
      maintenance, cleaning or other similar services from any persons not
      authorized by Landlord in writing to furnish such services. Such services
      shall be furnished only at such hours, in such places within the tenant's
      premises and under such regulation as may be fixed by Landlord.

<PAGE>

IV.   No window or other air-conditioning units shall be installed by any
      tenant, and only such window coverings as are supplied or permitted by
      Landlord shall be used in a tenant's premises.

V.    There shall not be used in any space, nor in the public halls of the
      Building, either by any tenant or by jobbers, or other in the delivery or
      receipt of merchandise, any hand trucks, except those equipped with rubber
      tires and side guards.

VI.   All entrance doors in each tenant's premises shall be left locked when the
      tenant's premises are not in use. Entrance doors shall not be left open at
      any time. All windows in each tenant's premises shall be kept closed at
      all times and all blinds therein above the ground floor shall be lowered
      when and as reasonably required because of the position of the sun, during
      the operation of the Building air-conditioning system to cool or ventilate
      the tenant's premises.

VII.  No noise, including the playing of any musical instruments, radio or
      television, which, in the judgment of Landlord, might unreasonably disturb
      other tenants in the Building, shall be made or permitted by any tenant.
      No dangerous, inflammable, combustible or explosive object, material or
      fluid shall be brought into the Building by any tenant or with the
      permission of any tenant.

VIII. All damages resulting from any misuse of the plumbing fixtures shall be
      borne by the tenant who, or whose servants, employees, agents, visitors or
      licensees, shall have caused the same.

IX.   Each tenant shall be required to use Landlord's designated locksmith and
      may only install such locks and other security devices as Landlord
      approves. Each tenant shall furnish Landlord with keys to its respective
      premises so that Landlord may have access thereto for the purposes set
      forth in the Lease. No additional locks or bolts of any kind shall be
      placed upon any of the doors or windows in any tenant's premises and no
      lock on any door therein shall be changed or altered in any respect.
      Duplicate keys for a tenant's premises and toilet rooms shall be procured
      only from Landlord, which may make a reasonable charge therefore. Upon the
      termination of a tenant's lease, all keys of the tenant's premises and
      toilet rooms shall be delivered to Landlord.

X.    Each tenant, shall, at its expense, provide artificial light in the
      premises for Landlord's agents, contractors and employees while performing
      janitorial or other cleaning services and making repairs or alterations in
      said premises.

XI.   No tenant shall install or permit to be installed any vending machines.

XII.  No animals or birds, bicycles, mopeds or vehicles of any kind shall be
      kept in or about the Building or permitted therein.

<PAGE>

XIII. No furniture, office equipment, packages or merchandise will be received
      in the Building or carried up or down in the elevator, except between such
      hours as shall be designated by Landlord. Landlord shall prescribe the
      charge for freight elevator use and the method and manner in which any
      merchandise, heavy furniture, equipment or safes shall be brought in or
      taken out of the Building, and also the hours at which such moving shall
      be done. No furniture, office equipment, merchandise, large packages or
      parcels shall be moved or transported in the passenger elevators at any
      time.

XIV.  All electrical fixtures hung in offices or spaces along the perimeter of
      any tenant's Premises must be fluorescent, of a quality, type, design and
      bulb color approved by Landlord unless the prior consent of Landlord has
      been obtained for other lamping.

XV.   The exterior windows and doors that reflect or admit light and air into
      any premises or the halls, passageways or other public places in the
      Building, shall not be covered or obstructed by any tenant, nor shall any
      articles be placed on the windowsills.

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

XVII. No tenant shall do any cooking, conduct any restaurant, luncheonette or
      cafeteria for the sale or service of food or beverages to its employees or
      to others, except as expressly approved in writing by Landlord. In
      addition, no tenant shall cause or permit any odors of cooking or other
      processes or any unusual or objectionable odors to emanate from the
      premises. The foregoing shall not preclude tenant from having food or
      beverages delivered to the premises, provided that no cooking or food
      preparation shall be carried out at the premises.

XVIII. No tenant shall generate, store, handle, discharge or otherwise deal with
      any hazardous or toxic waste, substance or material or oil or pesticide on
      or about the Real Property.

<PAGE>

                                  SCHEDULE B-1

                              LANDLORD'S CORE WORK

      I. Landlord agrees, at its sole cost and expense and without charge to
Tenant, to do the following work in the Premises, all of which shall be of
design, capacity, finish and color of the building standard adopted by Landlord
for the Building hereinafter called "Building Standard":

      Demolish and remove existing tenant improvements with floors left broom
clean.

      Replace and repair any broken window panes.

      Provide panel and hook-up points to Class E system, with the hook-up
panels no further than one floor from the Premises.

      Deliver HVAC in good working condition.

      Provide tenant with a duly completed ACP-5 Form which will be sufficient
for the tenant to perform alterations in accordance with "final plans."

      Repair/refurbish all convector covers.

      Cosmetically repair/refurbish men's and women's rest rooms.

      Install a demising wall and a wall for a common corridor on the ninth
(9th) floor of the Premises.

      III. Landlord shall perform Landlord's Core Work simultaneously with
Tenant's Initial Alteration and shall endeavor to substantially complete same on
or before the date which is thirty (30) days after the Contingency Expiration
Date (the "Landlord's Core Work Anticipated Completion Date"). Tenant and
Landlord, respectively, shall not interfere with the other's performance of
Landlord's Core Work and Tenant's Initial Alteration, as the case may be, and
shall coordinate Tenant's Initial Alteration and Landlord's Core Work,
respectively, so that it does not interfere with the performance of the other
party's work.

<PAGE>

                                  SCHEDULE B-2

                           TENANT'S INITIAL ALTERATION

      I. Tenant shall perform or cause the performance of Alterations in and to
the Premises to prepare same for Tenant's initial occupancy thereof ("Tenant's
Initial Alteration"), which Tenant's Initial Alteration shall include, without
limitation, the following installations in and to the common areas on the ninth
(9th) floor: wall-to-wall carpeting, ceilings and lighting fixtures. All
Alterations to be performed by Tenant shall be, at a minimum, of a quality and
standard equivalent to the standards for construction reasonably set by
Landlord, from time to time, for the Building, and shall be subject to the prior
approval of Landlord as set forth in Article 3 hereof. Tenant shall submit to
Landlord or, at Landlord's direction, Landlord's Consultant, complete and
detailed architectural, mechanical and engineering plans and specifications
prepared by an architect or engineer licensed in the State of New York and
reasonably approved by Landlord, which plans and specifications shall be stamped
and certified by such architect or engineer, showing Tenant's Initial
Alteration, which plans and specifications shall be prepared by Tenant, at
Tenant's own cost and expense. Tenant's plans and specifications shall include
all information necessary to reflect Tenant's requirements for the design and
installation of any supplemental air-cooling equipment, ductwork, heating,
electrical, plumbing and other mechanical systems and all work necessary to
connect any nonstandard facilities to the Building's base mechanical, electrical
and structural systems. Tenant's submission shall include not less than three
(3) sets of sepias and five (5) sets of black and white prints.

      II. Tenant shall not perform work which would (a) require changes to
structural components of the Building or the exterior design of the Building,
(b) require any material modification to the Building's mechanical installations
or other Building installations outside the Premises, (c) not be in compliance
with all applicable laws, rules, regulations and requirements of any
governmental department having jurisdiction over the Building and/or the
construction of the Premises, including but not limited to, the Americans with
Disabilities Act of 1990, or (d) be incompatible with the Certificate of
Occupancy for the Building. Any changes required by any governmental department
affecting the construction of the Premises shall be performed at Tenant's sole
cost.

      III. At the time that Tenant submits its plans and specifications to
Landlord for Landlord's approval, such plans and specifications must be
transmitted to Landlord with a cover letter specifically stating that "the
enclosed plans and specifications are being transmitted to Landlord for its
review and approval pursuant to the terms of the Lease." Landlord or Landlord's
Consultant shall respond to Tenant's request for approval of any plans and
specifications described in subsection I above within ten (10) business days
following the submission of such plans and specifications prepared in accordance
with the terms hereof. In the event Landlord or Landlord's Consultant shall
disapprove of all or a portion of any of Tenant's plans and specifications, such
disapproval shall be set forth in writing and shall include the reasons therefor
in reasonable detail, in which event Tenant shall revise such plans

<PAGE>

and specifications and resubmit same to Landlord within five (5) business days
thereafter, time being of the essence. Landlord or Landlord's Consultant shall
respond to Tenant's request for consent of any such revised plans within five
(5) business days following resubmission. The approval of plans and
specifications by Landlord or Landlord's Consultant (hereinafter referred to as
the "Final Plans") together with Tenant's satisfactory compliance with the
requirements set forth in items (1) through (4) of Schedule D annexed hereto,
shall be deemed an authorization for Tenant to proceed with Tenant's Initial
Alteration, which shall be performed in accordance with the provisions of
Article 3 and Schedule D of this Lease. Tenant shall reimburse Landlord for any
reasonable fees of Landlord's Consultant incurred in connection with Tenant's
Initial Alteration. Neither the recommendation or designation of an architect or
engineer nor the approval of the final plans and specifications by Landlord or
Landlord's Consultant shall be deemed to create any liability on the part of
Landlord with respect to the design or specifications set forth in the Final
Plans.

      IV. Landlord agrees to reimburse Tenant for the cost of Tenant's Initial
Alteration, as approved by Landlord or Landlord's Consultant and made by Tenant
within eight (8) months of the Commencement Date to the extent of the lesser of
(i) $1,050,945.00 or (ii) the actual cost to Tenant for Tenant's Initial
Alteration ("Landlord's Contribution"). Provided this Lease is in full force and
effect and Tenant is not in default hereunder, Landlord's Contribution shall be
paid by progress payments as follows: on or before the first (1st) day of each
calendar month, Tenant may submit to each of Landlord and Landlord's Consultant
an application and certificate for payment (standard AIA Form G702) for that
portion of Tenant's Initial Alteration previously completed, which application
and certificate for payment must be accompanied by (a) all information and
documents required thereunder and (b) a partial lien waiver executed by the
general contractor (the "General Contractor") and its subcontractors employed in
connection with Tenant's Initial Alteration covering work previously paid for
out of prior progress payments. Provided Landlord's architect verifies in
writing that the work described in any such application and certificate for
payment has been completed in accordance with the Final Plans, Landlord, on or
about the thirtieth (30th) day of such calendar month shall remit to Tenant
ninety percent (90%) of the amount so requisitioned by Tenant or such other
amount as is approved by Landlord, based on the portion of Tenant's Initial
Alteration which has been completed, with ten (10%) percent to be retained until
final payment of Landlord's Contribution is due pursuant to the terms of this
Subsection IV. Provided this Lease is in full force and effect and Tenant is not
in default hereunder, Landlord shall pay the balance of Landlord's Contribution
to Tenant within thirty (30) days of submission by Tenant of (a) paid receipts
(or such other proof of payment as Landlord shall reasonably require) for work
done in connection with Tenant's Initial Alteration, (b) a written statement
from Tenant's architect or engineer that the work described on any such invoices
has been completed in accordance with the Final Plans, (c) a lien waiver
executed by the General Contractor, (d) proof reasonably satisfactory to
Landlord that Tenant has complied with all of the conditions set forth in this
Schedule B (as applicable), which shall include, without limitation, submission
of all of the items described on Schedule D annexed hereto and made a part
hereof and (e) two (2) complete sets of "as-built" Final Plans. Tenant may use
no more than 15% of Landlord's Contribution towards soft costs incurred in
respect of Tenant's Initial Alteration.

<PAGE>

                                   SCHEDULE C

                                REQUIREMENTS FOR
                        "CERTIFICATES OF FINAL APPROVAL"

1. All required Building Department Forms must be properly filled out and
completed by the approved architect/engineer of record or Building Department
expediter, as required.

2. All forms are to be submitted to the Landlord for the owner's review and
signature prior to submission of final plans and forms to the New York City
Building Department, as required.

3. All pertinent forms and filed plans are to be stamped and sealed by a
licensed architect and/or professional engineer, as required. All controlled
inspections are to be performed by the architect/engineer of record unless
approved otherwise by the Landlord.

4. A copy of all approved forms, permits and approved Building Department plans
(stamped and signed by the New York City Building Department) are to be
submitted to the building office prior to start of work.

5. Copies of all completed inspection reports and Building Department Sign-offs
are to be submitted to the building office immediately following completion of
construction, as required.

6. All claims, violations or discrepancies with improperly filed plans,
applications, or improperly completed work shall become the sole responsibility
of the applicant to resolve, as required.

7. All changes to previously approved plans and applications must be filed under
an amended application, as required. The Landlord reserves the right to withhold
approvals to proceed with changes until associated plans are properly filed with
the New York City Buildings Department, as required.

8. The architect/engineer of record accepts full responsibility for any and all
discrepancies or violations which arise out of non-compliance with all local
laws and building codes having jurisdiction over the work.

9. The Landlord reserves the right to reject any and all work requests and new
work applications that are not properly filed or accompanied by approved plans
and building permits.

10. All ACP's and asbestos inspections must be conducted by a licensed and fully
qualified asbestos inspection agency approved by the Landlord.

      Checklist of "Certificates of Final Approval" required to be furnished by
Tenant pursuant to Article 3 (Alterations) of Lease.

<PAGE>

      These forms must be furnished by the Architect/ Engineer of record or
Building Department expediter (filing agency) and approved by the Landlord prior
to submitting all plans and forms to the New York City Building Department for
final approval.

            These forms must be furnished in order for Tenant to receive
"Landlord's Contribution."

           Form        Description
           ----        -----------

______*  PW-1          Building Notice Application (Plan work approval
                       application)

______*  PW-1 B        Plumbing/Mechanical Equipment
                       Application and Inspection Report

______*  PW-1          Statement Form B

______*  TR-1          Amendment Controlled Inspection Report

______   PW-2          Building Permit Form (All Disciplines)

______   B Form 708    Building Permit "Card"

______*  TR-1          Certification of Completed Inspection and Certified
                       Completion Letter by Architect/Engineer of record or
                       Building Department expediter

______   PW-3          Cost Affidavit Form

______   PW-4          Equipment Use Application Form

______*  PW-6          Revised Certificate of Occupancy for change in use (if
                       applicable)

______   Form ACP7     New York City Department of Environmental Protection
         or            Asbestos Inspection Report as prepared by a licensed and
         Form ACP5     approved asbestos inspection agency

                       Building Department Equipment Use Permits for all new
                       HVAC equipment installed under this application

                       Revised Certificate of Occupancy for change in use (if
                       applicable)

* These items must be perforated (with the date and New York City Building
Department Stamp) to signify New York City Building Department Approval. All
forms must bear proper approvals and sign-offs prior to authorization given by
the Landlord to proceed with the work.

<PAGE>

                                   SCHEDULE D

                   TENANT ALTERATION WORK AND NEW CONSTRUCTION
                           CONDITIONS AND REQUIREMENTS

1.    No Alterations are permitted to commence until original Certificates of
      Insurance. required from Tenant's general contractor (the "General
      Contractor") and all subcontractors complying with the attached
      requirements are on file with the Building office.

2.    All New York City Building Department applications with assigned BN# and
      permits must be on file with the Building office to starting work. A copy
      of the building permit must also be posted on the job site by the General
      Contractor. The General Contractor shall make all arrangements with
      Landlord's expediter for final inspections and sign-offs prior to
      substantial completion.

3.    The General Contractor shall comply with all Federal, State and local
      laws, building codes, OSHA requirements, and all laws having jurisdiction
      over the performance and handling of the Alterations.

4.    The existing "Class E" fire alarm system (including all wiring and
      controls), if any, must be maintained at all times. Any additions or
      alterations to the existing system shall be coordinated with the Building
      office as required. All final tie-in work is to be performed by Landlord's
      fire alarm vendor and coordinated by the General Contractor. All costs for
      the tie-ins are reimbursable to Landlord by Tenant.

5.    All wood used, whether temporary or not, such as blocking, form work,
      doors, frames, etc. shall be fire rated in accordance with the New York
      City Building and Fire Code requirements governing this work.

6.    Building standby personnel (i.e. Building operating engineer and/or
      elevator operator), required for all construction will be at Landlord's
      discretion. Freight elevators used for overtime deliveries must be
      scheduled in writing with Landlord at least 24 hours in advance, as
      required. All costs associated are reimbursable to Landlord by Tenant.

7.    The General Contractor shall comply with the Rules and Regulations of the
      Building elevators and the manner of handling materials, equipment and
      debris to avoid conflict and interference with Building operations. All
      bulk deliveries or removals will be made prior to 8:00 a.m. and after 5:00
      p.m. or on weekends, as required.

8.    No exterior hoisting will be permitted. All products or materials
      specified are to be assembled on-site, and delivered to the site in such a
      manner so as to allow unobstructed passage through the Building's freight
      elevator, lobbies, corridors, etc.

      The General Contractor will be responsible for protection of all finished
      spaces, as required.

<PAGE>

9.    All construction personnel must use the freight elevator at all times. Any
      and all tradesman found riding the passenger elevators without prior
      approval from Landlord will be escorted out of the Building and not be
      allowed re-entry without written approval from the Building office.

10.   During the performance of Alterations, Tenant's construction supervisor or
      job superintendent must be present on the job site at all times.

11.   During the performance of Alterations, all demolition work shall be
      performed after 6:00 p.m. during the week or on weekends. This would
      include carting or rubbish removal as well as performing any operations
      that would disturb other Building tenants or other occupants (drilling,
      chopping, grinding, recircuiting, etc.).

12.   No conduits or cutouts are permitted to be installed in the floor slab
      without prior written approval from Landlord. Landlord reserves the right
      to restrict locations of such items to areas that will not interfere with
      the Building's framing system or components. No conduits or cutouts are
      permitted outside of Tenant's Premises.

13.   Plumbing connections to Building supply, waste and vent lines are to be
      performed after normal working hours, and coordinated with the Building
      manager, and are to include the following minimum requirements:

      A.    Separate shutoff valves for all new hot and/or cold water supply
            lines (including associated access doors).

      B.    Patch and repair of existing construction on floor below,
            immediately following completion of plumbing work (to be performed
            after normal working hours, as required).

14.   The General Contractor must coordinate all work to occur in public spaces,
      core areas and other tenant occupied spaces with Landlord, and perform all
      such work after normal working hours (to include associated patch and
      repair work). The General Contractor shall provide all required protection
      of existing finishes within the affected area(s).

15.   The General Contractor must perform all floor coring, drilling or
      trenching after normal business hours, and obtain Landlord's permission
      and approval of same prior to performing such work.

16.   Convector mounted outlets and associated conduits, wiring, boxes, etc.,
      shall be located and installed in areas where they will not hinder the
      operation or maintenance of existing fan coil units or prevent removal or
      replacement of access panels or removable covers.

17.   The General Contractor shall be responsible for all final tests,
      inspections and approvals associated with all modifications, deletions or
      additions to Building Class "E" systems and equipment.

<PAGE>

18.   Recircuiting of existing power/lighting panels and circuits affecting
      Building and/or tenant operations are to be performed after normal
      business hours and coordinated with the Building office in advance, as
      required.

19.   All burning and welding to be performed in occupied or finished areas
      shall be performed after normal business hours and coordinated with the
      Building office in advance, as required. Proper ventilation of the work
      area will be required in order to perform this work.

20.   The General Contractor shall provide Taconic Investment Partners, L.L.C.
      and the Building office with all approved submittal and closeout documents
      as well as all required final inspections and Building Department
      sign-offs just prior to or immediately following completion of
      construction.

21.   Any and all alterations to the Building sprinkler system (including
      draining of system) are to be performed after normal business hours and
      coordinated with the Building office, as required. All costs associated
      with the shut down, drain and refill of the sprinkler system are
      reimbursable to Landlord.

22.   The General Contractor shall be responsible for any and all daily cleanup
      required to keep the job site clean throughout the entire course of the
      Alterations. No debris shall be allowed to accumulate in any public
      spaces.

23.   The General Contractor shall be responsible for proper protection of all
      existing finishes and construction for Alterations to be performed in
      common Building areas. All Alterations to be performed in occupied areas
      outside of the Premises shall be performed after normal business hours and
      coordinated with the Building office, as required.

24.   The General Contractor shall perform any and all hoisting associated with
      the Alterations after normal business hours. The General Contractor will
      obtain all required permits and insurance to perform work of this nature.
      The General Contractor shall specify hoisting methods and provide all
      required permits and insurance to Taconic Investment Partners, L.L.C. and
      the Building office prior to commencement of Alterations.

25.   Union labor shall be used by all contractors and subcontractors performing
      any and all Alterations within the Building. All contractors and
      subcontractors shall perform all work in a professional manner, and shall
      work in close harmony with one another as well as with the Building
      management and maintenance personnel.

26.   The General Contractor shall forward complete copies of all approved
      contractor submittal, and Building and Fire Department sign-offs and
      Statement of Responsibility forms, to the Building office immediately
      following completion of construction.
<PAGE>

                             INSURANCE REQUIREMENTS

Prior to commencement of the Work and until completion and final acceptance of
the same, the Contractor and each and every Subcontractor of the Contractor
shall, at its sole expense, maintain the following insurance on its own behalf,
and furnish to the Owner certificates of insurance evidencing same and
reflecting the effective date of such coverage as follows:

The term "Contractor & Subcontractor" as used in this Insurance Rider, shall
mean and include Contractors and Subcontractors of every tier.

A.    Worker's Compensation and Occupational Disease Insurance in accordance
      with applicable law or laws.

B.    Employer's Liability Insurance with Limits of Liability of at least Five
      Hundred Thousand ($500,000.00) Dollars.

C.    Commercial General Liability Insurance written on an occurrence basis with
      a combined Personal Injury, Bodily Injury and Property Damage limit of at
      least One Million ($1,000,000.00) Dollars per occurrence and Five Million
      ($5,000,000.00) Dollars combined single limit umbrella policy, including
      the following perils:

      1.    Broad Form Blanket Contractual Liability for liability assumed under
            this Agreement and all other contracts relative to the Work.

      2.    Premises/Operations.

      3.    Completed Operations/Products Liability with a two (2) year
            extension beyond completion and acceptance of the Work.

      4.    Broad Form Property Damage.

      5.    "XC&U" Perils, where applicable.

      6.    Personal Injury Liability (A, B & C).

      7.    Independent Contractors.

      8.    Elevator Collision Insurance, where applicable.

      9.    Endorsements (GL2010) and Certificates of Insurance must be
            furnished reflecting the inclusion of the interests of the following
            parties as additional insureds:

<PAGE>

                   100 William LLC
                   c/o Taconic Investment Partners, L.L.C.
                   1501 Broadway
                   New York, New York

                   Taconic Investment Partners, L.L.C.
                   1501 Broadway
                   New York, New York 10080

      10.   Endorsements must be furnished that "The General Aggregate limit
            applies separately to each project" unless a "comprehensive" general
            liability policy is being provided.

      11.   Coverage is to be endorsed to reflect that insurance is to be
            primary for the Contractor, the Owner and all other additional
            insureds.

      12.   Coverage is to be provided on an "occurrence" basis, if available.
            If not available, coverage on a "claims made" basis will be
            acceptable provided that both the retroactive date and available
            limits remaining are properly indicated and if the policy form is
            acceptable to the Owner.

      13.   A copy of policy endorsement(s) and any other documents required to
            verify such insurance are to be submitted with the appropriate
            certificate(s).

D.    Comprehensive Automobile Liability Insurance covering the use of all
      owned, non-owned, and hired vehicles with a combined bodily injury and
      property damage limit of at least One Million ($1,000,000.00) Dollars.

E.    Where an off site property exposure exists, the Contractor, at its sole
      expense, shall furnish to the Owner a certificate of insurance and other
      required documentation evidencing that the Contractor is maintaining "All
      Risk" Property Insurance on all materials, equipment and supplies stored
      off site which are intended to become a permanent part of the Project
      Site, while off site and while in transit, until actually delivered to the
      Project Site. Coverage is to be provided on a replacement cost basis. In
      addition, such coverage shall provide for the interest of 685 Acquisition
      LLC and Emmes Asset Management Corp. to be named as loss payees and shall
      contain a provision requiring the insurance carriers to waive their rights
      of subrogation against all additional insureds named in this Rider.

F.    All of the above insurance shall each contain the following working
      verbatim

      "This insurance will not be canceled, materially changed or not renewed
      without at least a thirty (30) day advance written notice to 100 William
      LLC, c/o Taconic Investment Partners, L.L.C., 1501 Broadway, New York, New
      York, by certified mail-return receipt requested, with a copy to the
      Owner's counsel, Solomon and Weinberg LLP, 70 East 55th Street, New York,
      New York 10022, Attention: Craig H. Solomon, Esq.
<PAGE>

G.    The amount of insurance contained in aforementioned insurance coverages,
      shall not be construed to be a limitation of the liability on the party of
      the Contractor or any of its Subcontractors.

H.    The Contractor shall file certificates of insurance prior to the
      commencement of the Work with the Owner which shall be subject to the
      Owner's approval of adequacy of protection and the satisfactory character
      of the insurer. In the event of failure of the Contractor to furnish and
      maintain said insurance and to furnish satisfactory evidence thereof, the
      Owner shall have the right (but not the obligation) to take out and
      maintain the same for all parties on behalf of the Contractor who agrees
      to furnish all necessary information thereof and to pay the cost thereof
      to the Owner immediately upon presentation of a bill.

I.    Owner and its agents are not responsible for any temporary structures on
      or around the Project Site or any of contractor's tools and equipment or
      any material, equipment or supplies located away from or in transit to the
      Project Site.

      NOTE: In addition to the standard policy exclusions:

      1. No coverage is provided for temporary structures and the Contractors or
      Subcontractors tools and equipment.

      2. No coverage is provided for losses resulting from flood and earthquake.

      3. No coverage is provided for any material, equipment, or supplies
      located away from or in transit to the Project Site.

J.    Any type of insurance or any increase of limits of liability not described
      above which the Contractor requires for its own protection or on account
      of statute shall be its own responsibility and at its own expense.

K.    The carrying of the insurance described shall in no way be interpreted as
      relieving the Contractor of any responsibility of liability under this
      Agreement.

L.    Any policies effected by the Contractor or any of its Subcontractors on
      their owned and/or rented equipment and materials shall contain a
      provision requiring the insurance carriers to waive their rights of
      subrogation against the Owner and all other indemnities named in this
      Agreement.

M.    Should the Contractor engage a Subcontractor, the same conditions apply
      under this Agreement to each Subcontractor.

<PAGE>

                      FIRST AMENDMENT TO AGREEMENT OF LEASE

      This First Amendment dated as of January 20, 2000 between Lighthouse 100
William LLC, as Landlord, and NextVenue, Inc., as tenant.

      WHEREAS, Landlord's predecessor and Tenant have entered into a certain
Agreement of Lease dated as of July 7, 1999 (the "Lease") covering the entire
eighth (8th) floor and a portion of the ninth (9th) floor (the "Premises") of
the building located at 100 William Street, New York, N.Y.; and

      WHEREAS, Landlord and Tenant desire to amend the Lease to supplement
Article 42 thereof with respect to Tenant's right to install a generator at the
Building upon the terms and conditions hereinafter set forth; and

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

      1. Recitals. The foregoing recitations are true and correct and by this
reference are incorporated herein.

      2. Conflict. In the event of a conflict between the terms of this First
Amendment and the Lease, the terms of this First Amendment shall be controlling
to the extent of any such conflict.

      3. Terms. Unless specifically defined herein, capitalized terms used
herein shall have the same meaning as ascribed to them in the Lease.

      4. Generator. Supplementing Article 42 of the Lease, Tenant shall have the
right to install a generator in the parking garage of the Building in the area
designated on

            Exhibit "A" annexed hereto subject to the following terms and
            conditions: (i) all testing of the generator shall occur on
            non-business days in the presence of Landlord or its representative
            and Tenant shall pay any reasonable out-of pocket overtime charges
            actually incurred by Landlord in order to have its representative
            present at such testing; (ii) Tenant shall be responsible, at its
            sole cost and expense, to maintain and repair the generator and
            shall cause the same to be removed from the Premises at the
            expiration of the Term; (iii) any contract entered into by Tenant to
            maintain or repair the generator shall be subject to the prior
            written approval of Landlord, which in any event shall not be
            unreasonably

<PAGE>

            withheld and given within (or not given, as the case may be) seven
            (7) days after Landlord's receipt thereof; (iv) Landlord shall
            provide, at Tenant's expense, the additional risers required to
            allow for 800 amps of service to the 8th floor (it being understood
            that the total cost for the same shall be the cost of installation
            plus a connection fee of $166,260 payable as follows: $96,260 upon
            execution of this First Amendment and $70,000 on the first
            anniversary of this First Amendment); (v) Tenant shall install the
            generator, Tenant's Equipment and the fuel tank during Overtime
            Periods and shall pay Landlord for the reasonable out-of-pocket cost
            actually paid by Landlord of any building services or employees used
            in connection therewith; and (vi) Tenant shall pay as Additional
            Rent the sum of $3,000 per month commencing on the Rent Commencement
            Date through and including the month in which the generator is
            removed from the Premises.

      5. Downtown Benefits. Supplementing paragraph 39 (J) of the Lease,
Landlord and Tenant acknowledge the following: (a) an application for abatement
of real property taxes will be made for the Premises on behalf of Tenant; (b)
the Rent including amounts payable by the Tenant for real property taxes will
accurately reflect any abatement of real property taxes; (c) at least $10 per
square foot in the Title 4 abatement zone, or at least $5 per square foot or $25
per square foot in the Title 4A abatement zone must be spent on improvements to
the Premises and the common areas, the amount being dependent upon the length of
the Lease and whether it is a new, renewal or expansion lease; (d) all
abatements granted will be revoked if, during the benefit period, real estate
taxes, water or sewer charges or other lienable charges are unpaid for more than
one year, unless such delinquent amounts are paid as provided in the relevant
law.


      6. Broker. Landlord and Tenant represent and warrant to each other that
they have not dealt with any broker in connection with this First Amendment.

      7. Ratification. Except as specifically and expressly modified hereby, the
Lease is ratified and confirmed in all respects and shall remain binding on and
inure to the benefit of the parties hereto, and their permitted successors and
assigns.


                                        2
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have signed and sealed this First
Amendment to Lease as of the day and year first above written.

LANDLORD:

LIGHTHOUSE 100 WILLIAM LLC

By: Lighthouse 100 William Operating L.L.C.


    By: /s/ [ILLEGIBLE]
       ---------------------------


TENANT:

NEXTVENUE, INC.

    By: /s/ Nicholas Balletta, President
       ---------------------------------


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