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                                                                    Exhibit 10.1


     AGREEMENT OF LEASE, made as of this 2nd day of November 1999, between ABNER
PROPERTIES, c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New
York 10017 party of the first part, hereinafter referred to as OWNER, and ALLOY
ONLINE INC., a Delaware corporation.  Party of the second part, hereinafter
referred to as TENANT.

     WITNESSETH:  Owner hereby leases to Tenant and Tenant hereby hires from
Owner the entire rentable area of the eleventh (11th) floor (the "demised
premises") in the building known as 151 West 26th Street (the "building") in the
Borough of Manhattan, City of New York, for the term of ten (10) years (the
"term"), subject to Article 76 (or until such term shall sooner cease and expire
as hereinafter provided) to commence on the 1st day of December nineteen hundred
and ninety nine, an to end on the 30th day of November two thousand and nine
both dates inclusive, at an annual rental rate as provided for in Article 73
hereof and subject to Article 74 which Tenant agrees to pay in lawful money to
the United State which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, in equal monthly installment(s) in
advance on the first day of each month during said term, at the office of Owner
or such other place as Owner may designate, without any set off or deduction
whatsoever, except that Tenant shall pay the first __________ installment(s) on
the execution hereof (unless this lease be a renewal).

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

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

OCCUPANCY:

     1.  Tenant shall pay the rent as above and as hereinafter provided.
     2.  Tenant shall use and occupy demised premises for general offices.

ALTERATIONS:

     3.  Tenant shall make no changes in or to the demised premises of any
nature without Owner's prior written consent.  Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant at Tenant's
expense, may make alterations, installations, additions or improvements which
are non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises using
contractors or mechanics first approved by Owner.  Tenant shall, at its expense,
before making any alterations, additions, installations or improvements obtain
all permits, approval and certificates required by any governmental or quasi-
governmental bodies and (upon completion) certificates of final approval thereof
and shall deliver promptly duplicates of all such permits, approvals and
certificates to Owner, Tenant agrees to carry and will cause Tenant's
contractors and

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sub-contractors to carry such workman's compensation, general liability,
personal and property damage insurance as Owner may require. If any mechanic's
lien is filled against the demised premises, or the building of which the same
forms a part, for work done for, or materials furnished to, Tenant, whether or
not done pursuant to his article, the same shall be discharged by Tenant within
thirty days thereafter, at Tenant's expense, by filing the bond required by law
or otherwise. All fixtures and all paneling, partitions, railings and like
installations installed in the premises at any time, either by tenant or by
owner on tenant's behalf, shall, upon installation, become the property of owner
and shall remain upon and be surrendered with the demised premises unless owner,
by notice to tenant no later than twenty days prior to the date fixed as the
termination of this lease, elects to relinquish Owner's right thereto and to
have them removed by Tenant, in which event the same shall be removed from the
demised premises by Tenant prior to the expiration of the lease at Tenant's
expense. Nothing in this Article shall be construed to give Owner title to or to
prevent Tenant's removal of trade fixtures, moveable office furniture and
equipment, but upon removal of any such from the premises or upon removal of
other installations as may be required by Owner, Tenant shall immediately and at
its expense, repair and restore the premises to the condition existing prior to
installation and repair any damage to the demised premises or the building due
to such removal. All property permitted or required to be removed, by Tenant at
the end of the term remaining fin the premises after Tenant's removal shall be
deemed abandoned and may, at the election of Owner, either be retained as
Owner's property or removed from the premises by Owner, at Tenant's expense.
Anything to the contrary notwithstanding appearing in paragraph 3 of the printed
form of this Lease, Tenant need not remove its original installations of the
premises (installed by Tenant on or about the Commencement Date) at the end of
the term of this Lease. On the submission by Tenant of plans for subsequent
installations Landlord shall advise Tenant in writing whether same are to be
removed by Tenant at the end of the term of this Lease.

REPAIRS:

     4.  Owner shall maintain and repair the exterior of and the public portions
of the building including, without limitation, the structural, mechanical,
electrical and plumbing systems of the building common areas in good condition.
Tenant shall, throughout the term of this lease, take good care of the demised
premises including the bathrooms and lavatory facilities (if the demised
premises encompany the entire floor of the building) and the windows and window
frames and, the fixtures and appurtenances therein and at Tenant's sole cost and
expense promptly make all repairs thereto and to the building, whether
structural or non-structural in nature, caused by or resulting from the
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
servants, employees, invitees, or licensees, and whether or not arising from
such Tenant conduct or omission, when required by other provisions of this
lease, including Article 6.  Tenant shall also repair all damage to the building
and the demised premises cause by the moving of Tenant's fixtures, furniture or
equipment.  All the aforesaid repairs shall be of quality or class equal to the
original work or construction.  If Tenant fails, after twenty days notice, to
proceed with due diligence to make repairs required to be made by Tenant, the
same may be made by the Owner at the expense of Tenant, and the expenses thereof
incurred by Owner shall be collectible, as additional rent, after rendition of a
bill or statement therefor.  If the demised premises be or become infested with
vermin, Tenant shall, at its expense, cause the same to be exterminated.  Tenant
shall give Owner prompt notice of any defective condition in

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any plumbing, heating systems or electrical lines located in the demised
premises and following such notice, Owner shall remedy the condition with due
diligence, but at the expense of Tenant, if repairs are necessitated by damage
or injury attributable to Tenant, Tenant's servants, agents, employees, invitees
or licensees as aforesaid. Except as specifically provided in Article 9 or
elsewhere in this lease, there shall be no allowance to the Tenant for a
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner. Tenant or
others making or failing to make any repairs, alterations, additions or
improvements in or to any portion of the building or the demised premises or in
and to the fixtures, appurtenances or equipment thereof. The provisions of this
Article 4 with respect to the making of repairs shall not apply in the case of
fire or other casualty with regard to which Article 9 hereof shall apply.

WINDOW CLEANING:

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

REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOADS:

     6.  If, prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant shall, at Tenant's sole cost and
expense, promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any pubic officer pursuant to law,
and all orders, rules and regulations of the New York Board of Fire
Underwriters, or the Insurance Services Office, or any similar body which shall
impose any violation, order or duty upon Owner or Tenant with respect to the
demised premises, arising out of Tenant's use or manner of use thereof, or, with
respect to the building, if arising out of Tenant's use or manner of use of the
demised premises or the building (including the use permitted under the lease).
Except as provided in Article 30 hereof, nothing herein shall require Tenant to
make structural repairs or alterations unless tenant has, by its manner of use
of the demised premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect thereto.
Tenant shall not do or permit any act or thing to be done in or to the demised
premises which is contrary to law, or which will invalidate or be in conflict
with public liability, fire or other policies of insurance at any time carried
by or for the benefit of Owner.  Tenant shall not keep anything in the demised
premises except s now or hereafter permitted by the Fire Department, Board of
Fire Underwriters, Fire Insurance Rating Organization and other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect prior to the commencement of
Tenant's occupancy.  If by reason of failure to comply with the foregoing the
fire insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Owner, as additional rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Owner which shall have been charged because of such
failure by Tenant.  In

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any action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" or rate for the building or demised premises issued by a body making
fire insurance rates applicable to said premises shall be conclusive evidence of
the fact therein stated and of the several items and charges in the fire
insurance rates then applicable to said premises. Tenant shall not place a load
upon any floor of the demised premises exceeding the floor load per square foot
area which it was designed to carry and which is allowed by law. Owner reserves
the right to prescribe the weight and position of all safes, business machines
and mechanical equipment. Such installations shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient, in Owner's judgment, to
absorb and prevent vibration, noise and annoyance.

SUBORDINATION:

     7.  This lease is subject and subordinate to all ground or underlying
leases and to all mortgages which may now or hereafter affect such leases or the
real property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages.  This clause shall be self-operative and no
further instrument or subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part.  In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.  Landlord represents that as of the date hereof there is no mortgage on
the building of which the demised premises forms a part. Landlord shall utilize
its best efforts to obtain a Subordination, Non-Disturbance and Attornment
Agreement from any future mortgagee in form and content as may be approved by
said mortgagee.

PROPERTY LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY:

     8.  Owner or its agents shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the building, nor for loss of or
damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its agents, servants or
employees; Owner or its agents shall not be liable for any damage caused by
other tenants or persons in, upon or about said building or caused by operations
in connection of any private, public or quasi public work.  If at any time any
windows of the demised premises are temporarily closed, darkened or bricked (or
permanently closed, darkened or bricked up, if required by law) for any reason
whatsoever except for Owner's voluntary own acts not related to alteration
and/or improvement work performed by Owner in the demised premises or to the
building of which the demises premises forms a part.  Owner shall not be liable
for any damage Tenant may sustain thereby and Tenant shall not be entitled to
any compensation therefor nor abatement or diminution of rent nor shall the same
release Tenant from its obligations hereunder nor constitute an eviction.
Tenant shall indemnify and same harmless Owner against and from all liabilities,
obligations, damages, penalties claims, costs and expenses for which Owner shall
not be reimbursed by insurance, including reasonable attorney's fees, paid,
suffered or incurred as a result of any breach by Tenant, Tenant's agents,
contractors, employees, invitees, or licensees, of any covenant or condition of
this lease, or the carelessness, negligence or improper conduct of the Tenant,
Tenant's agents, contractors, employees, invitees or licensees.  Tenant's
liability under this lease extends to the acts and omissions of any sub-tenant.
In case any action

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or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist For defend such
action or proceeding by counsel approved by Owner in writing, such approval not
to be unreasonably withheld.

DESTRUCTION, FIRE AND OTHER CASUALTY:

     9.  (a)  If the demised premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give immediate notice thereof to Owner and
this lease shall continue in full force and effect except as hereinafter set
forth.  (b) If the demised premises are partially damaged or rendered partially
unusable by fire or other casualty, the damages thereto shall be repaired by and
at the expense of Owner and the rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the part of the premises which is usable.  (c) If the demised premises are
totally damaged or rendered wholly unusable by fire or other casualty, then the
rent shall be proportionately paid up to the time of the casualty and
thenceforth shall cease until the date when the premises shall have been
repaired and restored by Owner, subject to Owner's right to elect not to restore
the same as hereinafter provided and Tenant's right to terminate.  (d) If the
demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in part) if the building shall be so damaged that Owner
shall decide to demolish it or to rebuild it, then, in any of such events, Owner
may elect to terminate this lease by written notice to Tenant, given within 30
days after such fire or casualty, specifying a date for the expiration of the
lease, which date shall not be more than 60 days after the giving of such
notice, and upon the date specified in such notice the term of this lease shall
expire as fully and completely as if such date were the date set forth above for
the termination of this lease and Tenant shall forthwith quit, surrender and
vacate the premises without prejudice however, to Owner's rights and remedies
against Tenant under the leases provisions in effect prior to such termination,
and any rent owing shall be paid up to such date and any payments of rent made
by Tenant which were on account of any period subsequent to such date shall be
returned to Tenant. If more than 50% of the demised premises are rendered wholly
unusable and remain so for at least 360 days after such fire or casualty, Tenant
shall have the right to terminate this Lease, as of the date of such casualty by
written notice to Landlord, with the same force and effect as if such date were
the date set forth above for the termination of this Lease. This right to
terminate shall not apply if Landlord has commenced re-construction work at the
building and/or the demised premises within 360 days of such casualty and
Landlord proceeds diligently to completion of such reconstruction shall serve a
termination notice as provided for herein.  Owner shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition, subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Owner's control.  After any such casualty, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property.  Tenant's liability for rent
shall resume thirty (30) days after written notice from Owner that the premises
are substantially ready for Tenant's occupancy.  (e)  Notwithstanding the
foregoing, each party shall look only to any insurance in its favor before
making any claim against the other party for recovery for loss or damage
resulting from fire or other casualty, and to the extent that such insurance is
in force and collectible and to the extent permitted by law.  Owner and Tenant
each hereby releases and waives all right of recovery against the other or any
one claiming through or under each of them by way of subrogation or otherwise.
The foregoing

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release and waiver shall be in force only if both releasers' insurance policies
contain a clause providing that such a release or waiver shall not invalidate
the insurance. If, and to the extent, that such waiver can be obtained only by
the payment of additional premiums, then the party benefiting from the waiver
shall pay such premium within ten days after written demand or shall be deemed
to have agreed that the party obtaining insurance coverage shall be free of any
further obligation under the provisions hereof with respect to waiver of
subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant's
furniture and or furnishings or any fixtures or equipment, improvements, or
appurtenances removable by Tenant and agrees that Owner will not be obligated to
repair any damage thereto or replace the same. (f) Tenant hereby waives the
provisions of Section 227 of the Real Property Law and agrees that the
provisions of this article shall govern and control in lieu thereof.

EMINENT DOMAIN:

     10.  If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of this lease shall cease and terminate from the
date of title vesting in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease.

ASSIGNMENT, MORTGAGE, ETC.:

     11.  Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit the demised premises or any part thereof to be
used by others, without the prior written consent of Owner in each instance.
Transfer of the majority of the stock of a corporate Tenant shall be deemed an
assignment.  If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Owner may, after
default by Tenant, collect rent from the assignee, under-tenant or occupant, and
apply the net amount collected to the rent herein reserved, but not such
assignment, underletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of the assignee, under tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained.  The consent by Owner to an
assignment or underletting shall not in any wise by construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.

ELECTRIC CURRENT:

     12.  Rates and conditions in respect to submetering or rent inclusion, as
the case may be, to be added in RIDER attached hereto.  Tenant covenants and
agrees that at all times its use of electric current shall not exceed the
capacity of existing leeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building.

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ACCESS TO PREMISES:

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

     Notwithstanding the provisions of Paragraph 13 of the printed form of this
Lease, any pipes or conduits installed by Landlord pursuant to said Paragraph
shall not materially interfere with Tenant's business or its use of the demised
premises. Landlord shall utilize its best efforts to conceal said pipes or
conduits behind the walls or ceiling of the demised premises. No work performed
by Landlord pursuant hereto or any other provision of this Lease shall
materially interfere with Tenant's business or its use of the demised premises.
No change made pursuant to the last sentence of Paragraph 13 shall materially
interfere with Tenant's use of or access to the demised premises nor materially
inconvenience Tenant nor substantially diminish the usable space hereby leased
to Tenant.

     Notwithstanding anything in this Lease, including the rules and regulations
per (S)36, to the contrary, Tenant shall have access to the demised premises 24
hours per day, seven (7) days per week. However, Landlord's services are
available to Tenant only during the times as set forth in Paragraph 31 of the
printed form of this Lease (passenger elevators are self-service automatic
elevators).

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VAULT, VAULT SPACE AREA:

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

OCCUPANCY:

     15.  Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the building of which the
demised premises are a part.  Tenant has inspected the premises and accepts them
as is, subject to the riders annexed hereto with respect to Owner's work, if
any.  In any event, Owner makes no representation as to the condition of the
premises and tenant agrees to accept the same subject to violations, whether or
not of record.  If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business, Tenant shall be responsible for
and shall procure and maintain such license or permit. Landlord represents that
the Certificate of Occupancy for the building permits the use of the premises by
Tenant as permitted in Paragraph 2 of the Lease. A copy of the Certificate of
Occupancy has been exhibited to Tenant.

BANKRUPTCY:

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

     (b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rental reserved hereunder for rental value of the demised premises for the
same period.  In the computation of such damages the difference between any

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installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum.  If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the reletting.  Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

DEFAULT

     17.  (1)  If Tenant defaults in fulfilling any of the covenants of this
including but not limited to anything to the contrary notwithstanding, all five
(5) day periods in Paragraph 17 of the printed form of this Lease shall be ten
(10) days and three (3) day periods shall be five (5) days the covenants for the
payment of rent or additional rent; or if the demised premises becomes abandoned
or if this lease be rejected under (S)235 of Title 11 of the U.S. Code
(bankruptcy code); or if any execution or attachment shall be issued against
Tenant or any of Tenant's property whereupon the demised premises shall be taken
or occupied by someone other than Tenant; or if Tenant shall make default with
respect to any other lease between Owner and Tenant; or if Tenant shall have
failed, after five (5) days written notice, to redeposit with Owner any portion
of the security deposited hereunder which Owner has applied to the payment of
any rent and additional rent due and payable hereunder or failed to move into or
take possession of  the premises within fifteen (15) days after the commencement
of the term of this lease, of which fact Owner shall be the sole judge; then in
any one or more of such events, upon Owner serving a written five (5) days
notice upon Tenant specifying the nature of said default and upon the expiration
of said five (5) days, if Tenant shall have failed to comply with or remedy such
default, or if the said default or omission complained of shall be of a nature
that he same cannot be completely cured or remedied within said five (5) day
period, and if Tenant shall not have diligently commenced curing such default
within such five (5) day period, and shall not thereafter with reasonable
diligence and in good faith, proceed to remedy or cure such default, then Owner
may serve a written three (3) days' notice of cancellation of this lease upon
Tenant, and upon the expiration of said three (3) days this lease and the term
thereunder shall end and expire as fully and completely as if the expiration of
such three (3) day period was the day herein definitely fixed for the end and
expiration of this lease and the term thereof and Tenant shall then quit and
surrender the demised premises to Owner but Tenant shall remain liable as
hereinafter provided.  Anything to the contrary notwithstanding, all five (5)
day periods in Paragraph 17 of the printed form of this Lease shall be ten (10)
days and three (3) day periods shall be five (5) days.

     (2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as aforesaid; or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional rent herein mentioned or
any part of either or in making any

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other payment herein required; then and in any of such events Owner may without
notice, re-enter the demised premises by lawful means and dispossess Tenant by
summary proceedings or otherwise, and the legal representative of Tenant or
other occupant of demised premises and remove their effects and hold the
premises as if this lease had not been made. If Tenant shall make default
hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and terminate such renewal or
extension agreement by written notice.

REMEDIES OF OWNER AND WAIVER OF REDEMPTIONS:

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

                                      10
<PAGE>

FEES AND EXPENSES

     19.  If Tenant shall default in the observance or performance of any term
or covenant on Tenant's part to be observed or performed under or by virtue of
any of the terms or provisions in any article of this lease, then, unless
otherwise provided elsewhere in this lease, Owner may upon ten (10) business
days notice perform the obligation of Tenant thereunder.  If Owner, in
connection with the foregoing or in connection with any default by Tenant in the
covenant to pay rent hereunder, makes any expenditures or incurs any obligations
for the payment of money, including but not limited to attorney's fees, in
instituting, prosecuting or defending any action or proceedings, then Tenant
will reimburse Owner for such sums so paid or obligations incurred with interest
and costs.  The foregoing expenses incurred by reason of Tenant's default shall
be deemed to be additional rent hereunder and shall be paid by Tenant to Owner
within five (5) days of rendition of any bill or statement to Tenant therefor.
If Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
Owner as damages.

     Notwithstanding anything to the contrary in Paragraph 19 of the printed
form of this Lease, in the event Landlord defaults in the observance or
performance of any of the terms and provisions of this Lease, and such default
results in a condition which materially adversely affects the condition of the
demised premises or materially adversely affects Tenant's use and occupancy
thereof, Tenant may, on ten (10) business days prior written notice to Landlord,
but shall not be obligated to, take such steps and incur such costs as may be
reasonably necessary to remedy such default for the account of Landlord, and
Landlord shall within ten (10) business days reimburse Tenant for any sums paid
or costs incurred following Tenant's billing therefor. Under no circumstances
shall Tenant be permitted to claim offset versus rent or additional rent due
Landlord hereunder for any of said costs or expenses. Landlord may, within the
ten (10) day notice period commence corrective action and prosecute same
diligently to completion.

BUILDING ALTERATIONS AND MANAGEMENT:

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

NO REPRESENTATIONS BY OWNER:

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

                                       11
<PAGE>

demised premises, the rents, leases, expenses of operation or any other matter
or thing affecting or related to the demised premises or the building except as
herein expressly set forth and no rights, easements or licenses are required by
Tenant by implication or otherwise except as expressly set forth in the
provisions of this lease. Tenant has inspected the building and the demised
premises and is acquainted with their condition and agrees to take the same "as
is" on the date possession is tendered and acknowledges that the taking of
possession of the demised premises by Tenant shall be conclusive evidence that
the said premises and the building of which the same form a part were in good
and satisfactory condition at the same time such possession was so taken, except
as to latent defects subject to substantial completion of Landlord's Work
pursuant to Workletter annexed to this Lease and subject to "Punch List", if
any, of items to be completed by Landlord following walk-thru by Tenant
following Landlord's substantial completion of its Work. All understandings and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory agreement hereafter made shall be ineffective to
change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought.

END OF TERM:

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

QUIET ENJOYMENT:

     23.  Owner covenants and agrees with Tenant that upon Tenant paying the
rent and additional rent and observing and performing all the terms, covenants
and conditions on Tenant's part to be observed and performed, Tenant may
peaceably and quietly enjoy the premises hereby demised, subject nevertheless,
to the terms and conditions of this lease including, but not limited to, Article
34 hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.  In the event Tenant closes its business operation by virtue of
Landlord's cessation of services provided for in Article 31 and such cessation
of services continues for more than three (3) days, then Tenant shall be
entitled to a pro-rata abatement of rent until services are restored or Tenant
reopens for business, whichever event shall first occur. If such cessation
continues for a consecutive period of thirty (30) days and Tenant has not opened
for business during said thirty (30) day period, Tenant shall have the right to
cancel this Lease by written notice to Landlord.

                                       12
<PAGE>

FAILURE TO GIVE POSSESSION:

     24.  If Owner is unable to give possession of the demised premises on the
date of the commencement of the term hereof, because of the holding over or
retention of possession of any tenant, undertenant or occupants or if Owner has
not completed any work required to be performed by Owner, or for any other
reason.  Owner shall not be subject to any liability for failure to give
possession on said date and the validity of the lease shall not be impaired
under such circumstances nor shall the same be construed in any wise to extend
the term of this lease but the rent payable hereunder shall be abated (provided
Tenant is not responsible for Owner's inability to obtain possession or complete
any work required) until after Owner shall have given Tenant notice that the
premises are substantially ready for Tenant's occupancy.  If permission is given
to Tenant to enter into the possession of the demised premises or to occupy
premises other than the demised premises prior to the date specified as the
commencement of the term of this lease.  Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this lease, except as to the covenant to pay rent.  The provisions
of this article are intended to constitute "an express provision to the
contrary" within the meaning of Section 223-a of the New York Real Property Law.
If Landlord does not deliver the demised premises vacant and in substantially
completed condition pursuant to Landlord's Workletter herein on or before March
1, 2000, then and in that event Tenant may elect to terminate this Lease by
written notice to Landlord forwarded no later than March 30, 2000. Anything to
the contrary notwithstanding, Landlord need not complete replacement of windows
(Workletter No. 2) before ten (10) months from date hereof and failure to
perform said window installation shall not give Tenant a right to cancel this
Lease as aforesaid. However, Landlord shall utilize its best efforts to have the
windows replaced on/or before June 15, 2000.

NO WAIVER:

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

                                       13
<PAGE>

to accept such surrender shall be valid unless in writing signed by Owner. No
employee of Owner or Owner's agent shall have any power to accept the keys of
said premises prior to the termination of the lease and the delivery of keys to
any such agent or employee shall not operate as a termination of the lease or a
surrender of the premises.

WAIVER OF TRIAL BY JURY:

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

INABILITY TO PERFORM:

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

BILLS AND NOTICES:

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

                                       14
<PAGE>

WATER CHARGES:

     29.  If Tenant requires, uses or consumes water for any purpose in addition
to ordinary lavatory purposes, Owner may install a water meter and thereby
measure Tenant's water consumption for all purposes.  Tenant shall pay Owner for
the cost of the meter and the cost of the installation thereof and throughout
the duration of Tenant's occupancy Tenant shall keep said meter and installation
equipment in good working order and repair at Tenant's own cost and expense in
default of which Owner may cause such meter and equipment to be replaced or
repaired and collect the cost thereof from Tenant as additional rent.  Tenant
agrees to pay for water consumed, as shown on said meter as and when bills are
rendered, and on default in making such payment Owner may pay such charges and
collect the same from Tenant as additional rent, charge or any other tax, rent,
levy or charge which now or hereafter is assessed, imposed or a lien upon the
demised premises or the realty of which they are part pursuant to law, order or
regulation made or issued in connection with the use, consumption, maintenance
or supply of water, water system or sewage or sewage connection or system.  If
the building or the demised premises or any part thereof is supplied with water,
Tenant shall pay to Owner, as additional rent, on the first day of each month,
$80.00 for the use of such water.   Independently of and in addition to any of
the remedies reserved to Owner hereinabove or elsewhere in this lease, Owner may
sue for and collect any monies to be paid by Tenant or paid by Owner for any of
the reasons or purposes hereinabove set forth.

SPRINKLERS:

     30.  Anything elsewhere in this lease to the contrary notwithstanding, if
the New York Board of Fire Underwriters or the New York Insurance Exchange or
any bureau, department or official of the federal, state or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications, alteration, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system by reason of Tenant's business,
or the location of partitions, trade fixtures, or other contents of the demised
premises, or for any other reason, or if any such sprinkler system,
installations, modification, alteration, additional sprinkler heads or other
such equipment, become necessary to prevent the imposition of a penalty or
charge against the full allowance for a sprinkler system in the fire insurance
rate set by and said Exchange or by an fire insurance company, Tenant shall, at
Tenant's expense, promptly make such sprinkler system installations, changes,
modifications, alterations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or non-
structural in nature.  Tenant shall pay to Owner as additional rent the sum of
$80.00 on the first day of each month during the term of this lease as Tenant's
portion of the contract price for sprinkler supervisory service.

ELEVATORS, HEAT, CLEANING:

     31.  Owner shall: (a) provide necessary passenger elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (b)
if freight elevator service is provided, same shall be provided only on regular
business days Monday through Friday inclusive, and on those days only between
the hours of 9 a.m. and 12 noon and between 1 p.m. and 5 p.m.; (c) furnish heat,
water and other services supplied by Owner to the demised

                                       15
<PAGE>

premises, when and as required by law, on business days from 8 a.m. to 6 p.m.
and on Saturdays from 8 a.m. to 1 p.m.; (d) clean the public halls and public
portions of the building which are used in common by all tenants. Tenant shall,
at Tenant's expense, keep the demised premises, including the windows, clean and
in order, to the satisfaction of Owner, and for the purpose shall employ the
person or persons, or cooperation approved by Owner. Tenant shall pay to Owner
the cost of removal of any of Tenant's refuse and rubbish from the building.
Bills for the same shall be rendered by Owner to Tenant at such time as Owner
may elect and shall be due and payable hereunder, and the amount of such bills
shall be deemed to be, and be paid as, additional rent. Tenant shall, however,
have the option of independently contracting for the removal of such rubbish and
refuse in the event that Tenant does not wish to have same done by employees of
Owner. Under such circumstances, however, the removal of such refuse and rubbish
by others shall be subject to such rules and regulations as, in the judgment of
Owner, are necessary for the proper operation of the building. Owner reserves
the right to stop service of the heating, elevator, plumbing and electric
systems, when necessary, by reason of accident, or emergency, or for repairs,
alterations, replacements or improvements in the judgment of Owner desirable or
necessary to be made, until said repairs, alterations, replacement or
improvements shall have been completed. If the building of which the demised
premises are a part supplies manually operated elevator service, Owner may
proceed with alterations necessary to substitute automatic control elevator
service upon ten (10) day written notice to Tenant without in any way affecting
the obligations of Tenant hereunder, provided that the same shall be done with
the minimum amount of inconvenience to Tenant, and Owner pursues with due
diligence the completion of the alterations.

     SECURITY

     32.  Tenant has deposited with Owner the sum of $134,085.00 as security for
the faithful performance conditions of this lease: it is agreed that in the
event Tenant defaults in respect of any of the terms, provisions and conditions
of this lease, including, but not limited to, the payment of rent and additional
rent, Owner may after notice and the expiration of any applicable grace period
use, apply or retain the whole or any part of the security so deposited to the
extent required for the payment of any rent and additional rent or any other sum
as to which tenant is in default or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including, but not limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Owner. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date fixes as the end of the Lease and
after delivery of entire possession of the demised premises to Owner. In the
event of a sale of the land and building or leasing of the building, of which
the demised premises form a part, Owner shall have the right to transfer the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security, and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Owner, Tenant further covenants that is will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successory or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.
In lieu of a cash security deposit, Tenant shall have the right to provide
Landlord with a Letter of Credit from a Domestic Banking Institution located in
New York, NY in a form and content reasonably acceptable to Landlord.

                                       16
<PAGE>

CAPTIONS:

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

DEFINITIONS:

     34.  The term "Owner" as used in this lease means only the owner of the fee
or of the leasehold of the building, or the mortgages in possession, for the
time being of the land and building (or the owner of a lease of the building or
of the land and building) of which the demised premises form a party, so that in
the event of any sale or sales of said land and building or of said lease, or in
the event of a lease of said building, or of the land and building, the said
Owner shall be and hereby is entirely freed and relieved of all covenants and
obligations of Owner hereunder, and it shall be deemed and construed without
further agreement between the parties or their successors in interest, or
between the parties and the purchaser, at any such sale, or the said lessee of
the building, or of the land and building, that the purchaser or the lessee of
the building has assumed and agreed to carry out any and all covenants and
obligations of Owner hereunder.  The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.  The term "rent"
includes the annual rental rate whether so-expressed or expressed in monthly
installments and "additional rent."  "Additional rent" means all sums which
shall be due to new Owner from Tenant under this lease, in addition to the
annual rental rate.  The term "business days" as used in this lease, shall
exclude Saturdays (except such portion thereof (as is covered by specific hours
in Article 31 hereof), Sundays and all days observed by the State or Federal
Government as legal holidays and those designated as holidays by the applicable
building service union employees service contract or by the applicable Operation
Engineers contract with respect to HVAC service.

ADJACENT EXCAVATION - SHORING:

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

RULES AND REGULATIONS:

     36.  Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with the Rules and
Regulations annexed hereto and such other and further reasonable Rules and
Regulations as Owner or Owner's agents may from time to time adopt.  Notice of
any additional rules or regulations shall be given in such manner as Owner may
elect.  In case Tenant disputes the reasonableness of any additional Rule or

                                       17
<PAGE>

Regulation hereafter made or adopted by Owner or Owner's agents, the parties
hereto agree to submit the question of the reasonableness of such Rule or
Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
hereto.  All rules and regulations shall be applied and enforced on a
nondiscriminatory basis with all other tenants in the building.

GLASS:

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

ESTOPPEL CERTIFICATE:

     38.  Tenant, at any time, and from time to time, upon at least 10 days'
prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
certifying that this Lease is unmodified in full force and effect (or, if there
have been modifications, that the same is in full force and effect as modified
and stating the modifications), stating the dates to which the rent and
additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.
The provisions of Paragraph 38 of the printed from of this Lease are deemed to
be reciprocal between Landlord and Tenant.  Tenant may not request a Landlord
Estoppel Certificate more than once in any calendar year.

DIRECTORY BOARD LISTING:

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

SUCCESSORS AND ASSIGNS:

     40.  The covenants, conditions and agreements contained in this lease shall
bind and inure to the benefit of Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.

RENT ESCALATION TAX INCREASES:

     41.  The Tenant agrees to pay as additional rent annually during the term
of this lease 8.333 per cent of any increase in the Real Estate Taxes (as such
term is hereinafter defined) above those for the fiscal year 1999/2000.  Such
additional rent shall be paid when the tax becomes fixed and within ten (10)
days after demand therefor by the Landlord and shall be

                                       18
<PAGE>

collectible as additional rent. For the final year of the lease term the Tenant
shall be obligated to pay only a pro rata share of such percentage of any such
increase in taxes. Tax bills (except as hereinafter provided) shall be
conclusive evidence of the amount of such taxes and shall be used for the
calculation of the amounts to be paid by the Tenant.

     The term "Real Estate" shall mean all the real estate taxes and
assessments, special or otherwise, levied, assessed or imposed by Federal, State
or Local Governments against or upon the building of which the demised premises
form a part and the land upon which it is erected.  If due to a future change in
the method of taxation, any franchise, income, profit or other tax, or other
payment, shall be levied against Landlord in whole or in part in substitution
for or in lieu of any tax which would otherwise constitute a Real Estate Tax,
such franchise, income, profit, or other tax or payment shall be deemed to be a
Real Estate Tax for the purposes hereof.  If Landlord should incur expense in
connection with Landlord's endeavor to reduce or prevent increase in assessed
valuation, Tenant shall be obligated to pay as additional rent the amount
computed by multiplying the percent set forth in line 2 hereof times such
expense of Landlord, and such amount shall be due and payable upon demand by
Landlord and collectible in the same manner as annual rent.  The obligation to
make any payments of additional rent pursuant to this Article shall survive the
expiration or other termination of this lease.  Provided Tenant has paid
additional rent pursuant to Paragraph 41 of the printed form of this Lease and
is not in monetary default under this Lease, Tenant shall be entitled to a pro-
rata refund after Landlord's expenses for any tax refund received by Landlord
for said year.

EXCULPATORY CLAUSE:

     42.  In any action brought to enforce the obligations of Landlord under
this lease, any judgment or decree shall be enforceable against Landlord only to
the extent of Landlord's interest in the building of which the demised premises
form a part, and no such judgment shall be the basis of execution on, or be a
lien on, asset of Landlord, or any assets of any party being a partner or
stockholder in Landlord, other than the interest in said building.

     43.  ASSIGNMENT & SUBLETTING (ARTICLE 11 CONTINUED)

     Tenant may sublet all or a portion of the demised premises or assign this
lease with Landlord's prior written consent which shall not be unreasonably
withheld, provided that:

                                       I

     (a) Tenant shall furnish Landlord with the name and business address of the
proposed subtenant or assignee, a counterpart of the proposed subleasing or
assignment agreement, and satisfactory information with respect to the nature
and character of the business of the proposed subtenant or assignee together
with current financial information.  Alternatively, Tenant may submit a term
sheet to Landlord containing the economic terms of the proposed sublease and
identifying the proposed sublessee and subsequently provide the proposed
document when available.

                                       19
<PAGE>

     (b) In the reasonable judgment of the Landlord the proposed subtenant or
assignee is financially responsible with respect to its proposed obligations
under the proposed agreement and is of a character and engaged in a business
which is in keeping with the standards of the building and the floor or floors
on which the demised premises are located.

     (c) An executed duplicate original in a form satisfactory to Landlord for
review by Landlord's counsel of such subleasing or assignment agreement shall be
delivered to Landlord at least five (5) days prior to the effective date
thereof.  In the event of any assignment, Tenant will deliver to Landlord at
least five (5) days prior to the effective date thereof an assumption agreement
wherein the assignee agrees to assume all of the terms, covenants and conditions
of this lease to be performed by Tenant hereunder and which provides that Tenant
named herein and such assignee shall after the effective date of such assignment
be jointly and severally liable for the performance of all of the terms,
covenants and conditions of this lease.

     (d)  Deleted.

     (e) Tenant, at Tenant's expense, shall provide and permit reasonably
appropriate means of ingress to and egress from space sublet by Tenant.

     (f) Except for any subletting or assignment by Tenant to Landlord, each
subletting or assignment shall be subject to all of the covenants, agreements,
terms, provisions and conditions contained in this lease.

     (g) Tenant covenants and agrees that notwithstanding any subletting or
assignment to Landlord or to any other subtenant or assignee and/or acceptance
of rent or additional rent by Landlord from any subtenant or assignee.  Tenant
shall and will remain fully liable for the payment of the annual rent and
additional rent due and to become due hereunder and for the performance of all
of the covenants, agreements, terms, provisions and conditions contained in this
lease on the part of the Tenant to be performed.

     (h) Tenant further agrees that it shall not at any time publicly advertise
at a rental rate less than the fixed annual rental rate plus any additional rent
then payable hereunder, for assignment or sublease of all of the space demised
herein, or for sublease of any portion of the space demised herein, but nothing
herein contained shall be deemed to be Landlord's consent to any assignment or
subletting.

     (i)  Deleted.

     (j) Tenant shall have no right to assign this lease or sublet the whole or
any part of the demised premises to any party who is dealing with or has dealt
with Landlord or Landlord's agent with respect to space then still available for
rent in the building within the six (6) months immediately preceding Landlord's
receipt of Tenant's notice pursuant to item 11 of this Article.

     (k) Such subletting or assignment shall not cause Landlord any cost.

                                       20
<PAGE>

     (l) Tenant shall have complied and shall comply with each of the provisions
in this Article and Landlord shall not have made any election as provided in
item 11 hereof.

                                       II

     If Tenant shall desire to sublet all or a portion of the demised premises
or to assign this lease, Tenant shall send to Landlord a written notice by
registered mail at least thirty (30) days prior to the date such assignment or
subletting is to commence stating (w) that the intention is to assign this
lease, (x) the portion of the demised premises that the Tenant desires to
sublet, and if the portion intended to be sublet shall be less than the entire
demised premises and other than an entire floor or multiple thereof, such notice
shall be accompanied by a reasonably accurate floor plan of the premises to be
sublet, (y) the term of such proposed subletting and (z) the proposed
commencement date of such subletting or assignment.

     (a) If Tenant desires to sublet all of the demised premises or to assign
this lease, then within thirty (30) days after receipt of the aforesaid notice
Landlord may notify Tenant that Landlord elects (1) to cancel this lease, in
which event, such cancellation shall become effective on the date set forth
pursuant to (z) above and this lease shall thereupon terminate on said date with
the same force and effect as if said date were the expiration date of this
lease; or (2) to require Tenant to assign this lease to Landlord effective from
the date set forth pusuant to (z) above.  In either event Tenant shall be
obligated to surrender possession of the demised premises in the same condition
as Tenant is obligated to surrender possession at the end of the term as
provided in this lease.  Such assignment to Landlord shall provide that the
parties to such assignment expressly negate any intention that any estate
created under such assignment be merged with any other estate held by either of
said parties.

     (b) If Tenant desires to sublet less than all of the demised premises then
within thirty (30) days after receipt of the aforesaid notice Landlord may
notify Tenant that Landlord elects to require Tenant to sublease to Landlord as
subtenant of Tenant, the portion of the demised premises that Tenant had
specified in its notice to Landlord, for the term, and from the commencement
date specified in said notice.  The annual rent and additional rent which
Landlord shall pay to Tenant shall be a pro rata apportionment of the annula and
additional rent payable hereunder and it is hereby expressly agreed that such
sublease to Landlord shall be upon all the covenants, agreements, terms,
provisions and conditions contained in this lease except for such thereof which
are inapplicable and such sublease shall give Landlord the unqualified and
unrestricted right without Tenant's permission to assign such sublease or any
interest therein and/or sublet the space covered by such sublease or any part or
parts of such space and to make or cause to have made or permit to be made any
and all changes, alterations, decorations, additions, and improvements in the
space covered by such sublease, and that such may be removed, in whole or part,
at Landlord's option, prior to or upon the expiration or other termination of
such sublease provided that any damage or injury caused by such removal shall be
repaired.  Such sublease to Landlord shall also provide that the parties to such
sublease expressly negate any intention that any estate created under such
sublease be merged with any other estate held by either of said parties.

                                       21
<PAGE>

     (c) Tenant covenants and agrees that any such assignment or subletting to
Landlord or further assignment or subletting by Landlord or Landlord's assignee
or subleases may be for any purpose or purposes that Landlord, in Landlord's
uncontrolled discretion, shall deem suitable or appropriate.  Tenant shall be
relieved of pro-rata liability under this Lease as to any space assigned or
sublet to Landlord pursuant to the provisions of Paragraph 43 II.

     (d) If Landlord should fail to exercise any of the elections granted to it
pursuant to the provisions of sub-paragraphs "a" or "b" of Item 11 of this
Article and if Tenant should sublet all or a portion of the demised premises for
a rental in excess of the sum of annual rental stipulated herein and additional
rent arising hereunder, then Tenant shall pay to Landlord as additional rent
fifty percent (50%) of such excess amount.  In computing such excess amount
appropriate pro rata adjustments shall be made with respect to a subletting of
less than all of the demised premises.  Tenant may deduct its reasonable
attorneys fees, reasonable advertising costs, if any, and a maximum of $1,500 in
alteration costs for the sublet space for the purpose of computing the "50%
excess amount" due Landlord under the provisions of paragraph 43 11(d) of the
printed form of this Lease.

     (e) Tenant hereby waives any claim against Landlord for money damages which
it may have based upon any assertion that Landlord has unreasonably withheld or
unreasonably delayed any consent to an assignment or a subletting pursuant to
this Article.  Tenant agrees that its sole remedy shall be an action or
proceeding to enforce such provision or for specific performance.

                                      III

     If this lease is assigned and Landlord consents to such assignment, Tenant
covenants and agrees that the terms, covenants and conditions of this lease may
be changed, altered or modified in any manner whatsoever by Landlord and the
assignee without the prior written consent of Tenant and that no such change,
alteration or modification shall release Tenant from the performance by it of
any of the terms, covenants and conditions on its part to be performed under
this lease.  Any such change, alteration or modification which would have the
effect of increasing or enlarging Tenant's obligations or liabilities under this
lease shall not, to the extent only of such increases or enlargement, be binding
upon Tenant.

                                       IV

     Tenant acknowledges that Williams from time to time may be obligated to
endeavor to rent competitive space available in the building on behalf of and
pursuant to the instructions of Landlord or another tenant of the building.

     44.  TENANT'S CHANGES

     (a) Supplementing Article 3, Landlord's consent shall not be required for
minor changes to the demised premises such as the installation of furniture,
furnishings, cabinets and shelves which are not affixed to the realty or
painting, carpeting, wall hangings or decorations.  All other renovations,
additions, installations, improvements and alterations of any

                                       22
<PAGE>

kind or nature in or to the demised premises whether performed by Tenant or by
Landlord ("Tenant Changes") shall require the prior written consent of Landlord
which, in the case of non-structural interior Tenant Changes, Landlord agrees
not to unreasonably withhold, provided Tenant first complies with all applicable
requirements of this lease including any Workleter attached to this lease and
the building Rules and Regulations Governing Tenant Alterations (herein called
the "Alterations Rules"). In granting its consent to any Tenant Changes,
Landlord may impose such conditions (as to guarantee of completion including,
without limitation, requiring Tenant to post a bond to insure the completion of
Tenant Changes, payment for Tenant Changes and other charges payable under this
Article, restoration or otherwise), as Landlord may reasonably require. In no
event shall Landlord be required to consent to any Tenant Changes which would
affect the structure of the building, the exterior thereof, any part of the
building outside of the demised premises or the mechanical, electrical, heating,
ventilation, air conditioning, sanitary, plumbing or other service systems and
facilities (including elevators) of the building, and such Tenant Changes shall
be performed only by contractors designated or approved by Landlord. In
connection with Landlord's agent's review, modificiation, approval, supervision
and/or coordination of plans and specifications for Tenant Changes, agent shall
endeavor to advise Tenant whether the proposed Tenant's Changes are compatible
with building systems and facilities, in compliance with the requirements of
this lease, in conformity with applicable legal requirements or likely to result
in excessive cost to Tenant, but, notwithstanding the foregoing, Landlord's
agent shall have no liability in connection with such advice. Tenant shall,
promptly upon demand, reimburse Landlord's agent for any reasonable out-of-
pocket fees, expenses and other charges incurred by Landlord or its agent in
connection with the review, modification and/or approval of such plans and
specifications by Landlord's agents and other professional consultants of
Landlord. The hourly rate for such agent's review is $70/hour for Co-director of
Operations and Engineering, and $250/hour for Director of Property Management.
Landlord's imposition of conditions on Tenant changes (i.e. bond, guarantee) are
applicable only if the cost of the Work exceeds $25,000. Landlord shall not
unreasonably withhold its consent to approval of Tenant's contractors.
Landlord's charges for review of Tenant's plans and specifications for any item
of alteration shall not exceed $2,500. There shall be no Landlord charge for
review of Tenant's plans of its original alterations/installations at Lease
commencement.

     (b) Nothing in this lease is intended to constitute a consent by Landlord
to the subjection of Landlord's or Tenant's interest in the building or the land
on which the building is located to any lien or claim by any person which
supplies any work labor, material, service or equipment to Tenant in performing
any Tenant Changes.  Landlord hereby notifies all such persons of such intent
and each such person agrees that by performing any Tenant changes for Tenant it
accepts that Landlord has not granted such consent and that such person shall
not have a right to file any lien or claim against such interest of Landlord or
Tenant in the building or land upon which it is located.  Tenant agrees to
provide a copy of this Article to all such persons prior to entering into any
contract for or otherwise having Tenant Changes performed.  If Tenant's use of
any contractor, subcontractor, vendor, supplier or other party causes or
threatens to cause disharmony, labor disputes, strikes or picketing of any kind
whatsoever, such party shall be dismissed, removed from the job site, and
excluded from the building, and the work of such party shall be continued by
Tenant by others satisfactory to Landlord.

                                       23
<PAGE>

     (c) In performing any alterations or installations, Tenant shall be
responsible for the cost of compliance with all applicable governmental rules
and regulations including, without limitation, The Americans With Disabilities
Act of 1990, Public Law 101-336 42 U.S.C. Secs. 12101 et. seq., together with
all amendments thereto which may be adopted from time to time, and all
regulations and rules promulgated thereunder.

     45.  ELECTRIC CURRENT

     If electric current is to be supplied to Tenant by the public utility
corporation serving the part of the city where the building is located, Tenant
agrees to purchase same from such public utility corporation.  Any riser or
risers to supply Tenant's electrical requirements, upon written request of
Tenant, will be installed by Landlord, at the sole cost and expense of Tenant,
if in Landlord's sole judgment, the same are necessary and will not cause
permanent damage or injury to the building or demised premises or cause or
create a dangerous or hazardous condition or entail excessive or unreasonable
alterations, repairs or expense or interfere with or disturb other tenants or
occupants.  In addition to the installation of such riser or risers Landlord
will also at the sole cost and expense of Tenant, install all other equipment
proper and necessary in connection therewith subject to the aforesaid terms and
conditions.  Tenant covenants and agrees that at all times its use of electric
current shall never exceed the capacity of existing feeders to the building or
the risers or wiring installations.  It is further covenanted and agreed by
Tenant that all the aforesaid costs and expenses shall be paid by Tenant to
Landlord within ten (10) days after rendition of any bill or statement to Tenant
therefor.  Tenant shall make no alterations or additions to the electric
equipment and/or appliances without the prior written consent of Landlord in
each instance which shall not be unreasonably withheld or delayed.  Rigid
conduit only will be allowed.  If any tax is imposed upon Landlord's receipts
from the sale or resale of electric energy or gas or telephone service to Tenant
by any Federal, State or municipal Authority, Tenant covenants and agrees that,
where permitted by law, Tenant's pro-rata share of such taxes shall be passed on
to, and included in the bill of and paid by Tenant to Landlord.  Any sums due
and payable to Landlord under this Article shall be collectible as additional
rent.  Landlord shall provide 400 AMP electric service to the demised premises.
Landlord represents that electric service to the demised premises is separately
metered. Provided the Tenant is then not in default hereunder after notice and
beyond any applicable cure period, Tenant may, at its own cost and expense and
in compliance with applicable laws and building standards, provide additional
AMP electric service as may be reasonably required for its business operation at
the demised premises subject to the provisions of Paragraph 45 of the printed
form of this Lease. Any such additional AMP electric service is to be performed
only by Landlord's designated electrician with the customary cost and reasonable
charges of said electrician paid for by the Tenant. All plans for said Work are
to be submitted to Landlord for its prior written approval, which approval shall
not be unreasonably withheld or delayed.

     46.  DEPOSIT OF CHECKS

                                       24
<PAGE>

     47.  PARTIAL PAYMENT

     If Landlord receives from Tenant any payment (Partial Payment) less than
the sum of the fixed annual rent, additional rent and other charges then due and
owing pursuant to the terms of this lease, Landlord in its sole discretion may
allocate such Partial Payment in whole or in part to any fixed annual rent, any
additional rent and/or any other charges or to any combination thereof.

     48.  Whenever Landlord is required or permitted to send any notice or
demand to Tenant under or pursuant to this lease, including, but not limited to
any demand for rent or notice of default it may be given by Landlord's Agent,
attorney, executor, trustee or personal representative, with the same force and
effect as if given by the Landlord.  Landlord hereby advises Tenant that
Landlord's current agent is Williams Real Estate Co. Inc., 380 Madison Avenue,
New York, New York  10017.

     49.  LEASE NOT BINDING UNLESS EXECUTED AND DELIVERED

     It is specifically understood and agreed that this lease is offered to
Tenant by the managing agent of the building, solely in its capacity as such
agent and subject to Landlord's acceptance and approval and that Tenant has
hereunto affixed its signature with the understanding that the said lease shall
not in any way bind Landlord or its agent until such time as the same has been
approved and executed by Landlord and delivered to Tenant.

     50.  CONFLICT BETWEEN RIDER AND PRINTED LEASE

     If and to the extent that any of the provisions of any rider or addendum to
this lease conflict or are otherwise inconsistent with any of the printed
provisions of this lease, whether or not such inconsistency is expressly noted
in the rider or addendum, the provisions of the rider or addendum shall prevail.
In the event the party of the first part is referred to in this lease as
"Owner", the term "Landlord", as used herein, shall be deemed synonymous with
the term "Owner".

     51.  SPECIAL SERVICES

     Upon Tenant's request Landlord or its managing agent may, but, except as
otherwise expressly provided in this lease, shall not be obligated to, perform
or cause to be performed for Tenant from time to time various construction,
repair and maintenance work, moving services and other types of work or services
in or about the demised premises and the building.  If such work or services
shall be performed for Tenant, Tenant agrees to pay therefor either the standard
charges of Landlord or its managing agent in effect from time to time, if any,
or the amount agreed to be paid for such services.  Tenant agrees to pay all
such charges within ten (10) days after Landlord or Landlord's managing agent
has submitted a bill therefor and unless otherwise expressly provided in writing
such charges shall be payable as additional rental under this lease and in the
event of a default by Tenant in the payment thereof Landlord shall have all of
the remedies hereunder that Landlord would have in the event of a default in the
payment of annual rental.

                                       25
<PAGE>

     52.  AS IS

     Tenant acknowledges that it has inspected the building and the demised
premises, agrees to accept the demised premises in its "AS IS" physical
condition as of the date possession is tendered to Tenant and acknowledges that
Landlord shall not be obligated to make any improvements or alterations to the
demised premises whatsoever, except as may be provided on the Workletter annexed
hereto as Exhibit "A", if any, and rider and addendum.

     53.  ADDITIONAL ASSIGNMENT AND SUBLETTING PROVISIONS

     The Article to this lease captioned "Assignment & Subletting (Article 11
continued)" is hereby amended by adding to Subdivision I thereof the following
sub-paragraphs:

     (m) The consent by Landlord to any assignment, subletting, or occupancy
shall not in any wise be construed to relieve Tenant from obtaining the express
consent, in writing, of Landlord to any further assignment, subletting, sub-
subletting, or occupancy, which consent Landlord shall, subject to Landlord's
rights as set forth in this lease, shall not be unreasonably withheld, delayed
or conditioned.

     (n) Tenant shall have no right to assign this lease or sublet the whole or
any part of the demised premises to any party which is then a tenant, subtenant,
licensee or occupant of any part of the building in which the demised premises
are located, if Landlord has comparable space available in the building.

     (o) If Tenant hereunder shall be a corporation, the transfer of a majority
of the stock of Tenant shall be deemed an assignment of this lease except for
transfers of stock which take place on a nationally recognized public Stock
Exchange.

     (p) Each sublease of the demised premises shall be deemed to contain the
following provisions, whether or not specifically included therein:

         (1) "In the event of a default under any underlying lease of all or any
portion of the premises demised hereby which results in the termination of such
lease, or if the lessor under any such underlying lease shall exercise any right
to cancel or terminate such underlying lease, the subtenant hereunder shall, at
the option of the lessor under any such lease, attorn to and recognize such
lessor as Landlord hereunder and shall, promptly upon such lessor's request,
execute and deliver all instrument necessary or appropriate to confirm such
attornment and recognition. The subtenant hereunder hereby waives all rights
under present or future law to elect, by reason of the termination of such
underlying lease, to terminate this sublease or surrender possession of the
premises demised hereby. If the lessor under such underlying lease does not
exercise the aforesaid option, the term of this sublease shall terminate
simultaneously with the term of the underlying lease and subtenant hereby agrees
to vacate the premise subleased on or before the effective date of termination
of the underlying lease."

                                       26
<PAGE>

          (2) "This sublease may not be assigned or the sublet premises further
sublet, in whole or in part, without the prior written consent of the lessor
under any underlying lease of all or any portion of the premises demised
hereby."

          Notwithstanding anything to the contrary in Paragraphs 11 or 43 of the
printed form of this Lease, Landlord's consent shall not be required with
respect to the following:

               (a) transactions with an entity into which Tenant is merged or
          consolidated, or to which all or substantially all of the stock or
          assets of Tenant are transferred, or to which all or substantially all
          of Tenant's business at the premises is transferred, provided such
          merger or consolidation or transfer involves the transfer of Tenant as
          an ongoing business entity;

               (b) transactions with an entity which controls, is controlled by
          or is under common control with Tenant; and

               (c) the trading of Tenant's stock on a nationally recognized
          Securities Exchange.

54.  HOLDING OVER

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

     (a)  1/12 of the highest annual rent rate forth on page one of this lease,
          times 2.0 plus
     (b)  1/12 of the net increase, if any, in annual fixed rental due solely to
          increases in the cost of the value of electric service furnished to
          the premises in effect on the last day of the term of this lease, plus
     (c)  1/12 of all other items of annual additional rental, which annual
          additional rental would have been payable pursuant to this lease had
          this lease not expired, plus
     (d)  those other items of additional rent (not annual additional rent)
          which would have been payable monthly pursuant to this lease, had this
          lease not expired,

which total sum Tenant agrees to pay to Landlord promptly upon demand, in full,
without set-off or deduction.  Neither the billing nor the collection of use and
occupancy in the above amount shall be deemed a waiver of any right of Landlord
to collect damages for Tenant's failure to vacate the demised premises after the
expiration or sooner termination of this lease.  The aforesaid provisions of
this Article shall survive the expiration or sooner termination of this lease.

                                       27
<PAGE>

55.  LIMITATION ON RENT

     If at the commencement of, or at any time during the term of this lease,
the rent reserved in this lease is not fully collectible by reason of any
Federal, State, County or City law, proclamation, order or regulation, or
direction of a public officer or body pursuant to flaw, Tenant agrees to take
such steps as Landlord may request to permit Landlord to collect the maximum
rents which may be legally permissible from time to time during the continuance
of such legal rent restriction (but not in excess of the amounts reserved
therefor under this lease).  Upon the termination of such legal rent
restriction, Tenant shall pay to Landlord, to the extent permitted by law, an
amount equal to (a) the rents which would have been paid pursuant to this lease
but for such legal rent restriction less (b) the rents paid by Tenant to
Landlord during the period such legal rent restriction was in effect.

56.  BROKERAGE

     Tenant warrants and represents to Landlord that it has had no dealings with
any broker or agent except Williams Real Estate Co. Inc. and the broker listed
below, if any, in connection with this lease and covenants and agrees to hold
harmless and indemnify Landlord and Williams Real Estate Co. Inc. from and
against any and all costs, expenses or liability for any compensation,
commissions, fees and charges claimed by any other broker or agent with respect
to this lease or the negotiation thereof.  The obligation of Tenant contained in
this Article shall survive the expiration or earlier termination of this lease.
The provisions of Paragraph 56 of the Lease are deemed to be reciprocal between
Landlord and Tenant. Landlord shall pay any commission due Williams Real Estate
Co., Inc. pursuant to their separate written Agreement.

Other Broker: none.

57.  GOVERNMENTAL REGULATIONS

     If, at any time during the term of this lease, Landlord expends any sums
for alteratins or improvements to the building which are required to be made
pursuant to any law, ordinance or governmental regulation, or any portion of
such law, ordinance or governmental regulation, which is enacted and becomes
effective after the date hereof, Tenant shall pay to Landlord, as additional
rent, the same percentage of such cost as is set forth in the provision of this
lease which requires Tenant to pay increases in Real Estate Taxes within ten
(10) days after demand therefor.  If, however, the cost of such alteration or
improvement is one which may be or is required to be amortized over a period of
time pursuant to applicable governmental regulations, Tenant shall pay to
Landlord, as additional rent, during each year in which occurs any part of this
lease term, the above-stated percentage of the reasonable annual amortization of
the cost of the alternation or improvement made.  For the purposes of this
Article, the cost of any alternation or improvement made shall be deemed to
include the cost of preparing any necessary plans and the fees for filing such
plans.

                                       28
<PAGE>

58.  BASEMENT SPACE

     If any basement or sub-basement space is included in the premises demised
hereunder, Tenant agrees that, notwithstanding anything to the contrary
contained in this lease, such basement or sub-basement space (i) shall not be
used for any purpose other than storage and (ii) shall not be sublet or used by
anyone other than Tenant without the prior written consent of Landlord, which
consent Landlord shall have the right to withhold for any reason whatever.

59.  LANDLORD'S MANAGING AGENT

     Tenant agrees that all of the representations, warranties, waivers and
indemnities made in this lease by Tenant for the benefit of Landlord shall also
be deemed to inure to and be for the benefit of Williams Real Estate Co. Inc.,
its officers, directors, employees, independent contractors, affiliates and
subsidiaries.

60.  BUILDING DIRECTORY

     At the written request of Tenant, Landlord shall list on the building's
directory the name of Tenant, any trade name under which Tenant has the right to
operate, any other entity permitted to occupy any portion of the demised
premises under the terms of this lease, and the officers and employees of each
of the foregoing entities, provided the number of named so listed does not
exceed the same percentage of the capacity of such directory as is set forth in
the provision of this lease which requires Tenant to pay increases in Real
Estate Taxes.  If requested by Tenant, Landlord may (but shall not be required
to) list the name of Tenant's subsidiaries and affiliates; however, the listing
of any name other than that of Tenant shall neither grant such party or entity
any right or interest in this lease or in the demised premises nor constitute
Landlord's consent to any assignment or sublease to, or occupancy of the demised
premises by, such party or entity.  Except for the name of Tenant, any such
listing may be terminated by Landlord, at any time, without notice. There shall
be no charge for Tenant's initial listings in the building directory at the
commencement of the Lease. Subsequent changes and/or additional listings shall
be paid by Tenant to Landlord based on Landlord's customary and reasonable
charges therefor.

61.  INTEREST ON SECURITY

     Landlord agrees to deposit the security referred to in the Article of this
lease captioned "Security" in an interest bearing account in a bank located in
New York State.  To the extent not prohibited by law, Landlord shall be entitled
to receive and retain as an administrative expense that portion of the interest
received on such account which represents the maximum fee permitted under
applicable law, which fee Landlord shall have the right to withdraw from time to
time, as Landlord may determine.  The balance of the interest shall be added to
and held as part of the security under this lease subject to and in accordance
with the provisions of the foregoing Article.  Landlord shall not be required to
credit Tenant with any interest for any period during which Landlord does not
receive interest on the security deposited. Tenant shall receive any portion of
the interest on the security deposit to which it is entitled provided Tenant
requests same from Landlord in writing. Such request is limited to no more than
once in any calendar year.

                                       29
<PAGE>

62.  ADDITIONAL RENT

     All payments other than the annual rental to be made by Tenant pursuant to
this lease shall be deemed additional rent and, in the event of any nonpayment
thereof, Landlord shall have all rights and remedies provided for herein or by
law for nonpayment of rent.  Tenant shall have six (6) months from its receipt
of any additional rent statement to notify Landlord, by certified mail, return
receipt requested, that is disputes the correctness of such statement.  After
the expiration of such six (6) month period, such statement shall be binding and
conclusive upon Tenant.  If Tenant disputes the correctness of such statement,
Tenant shall, as a condition precedent to its right to contest such correctness,
make payment of the additional rent billed, without prejudice to its position.
If such dispute is finally determined in Tenant's favor, Landlord shall refund
to Tenant the amount overpaid (without interest).

63.  SUBMISSION TO JURISDICTION, ETC.

     This lease shall be deemed to have been made in New York County, New York,
and shall be construed in accordance with the laws of this State of New York.
All actions or proceedings relating, directly or indirectly, to this lease shall
be litigated only in courts located within the County of New York.  Tenant, any
guarantor of the performance of its obligations hereunder ("Guarantor") and
their successors and assigns hereby subject themselves to the jurisdiction of
any state or federal court located within such county.

     If (i) Landlord commences any action or proceeding against Tenant, or (ii)
Landlord is required to defend any action or proceeding commenced by Tenant, in
connection with this lease and such action or proceeding is disposed of, by
settlement, judgment or otherwise, favorably to Landlord, Landlord shall be
entitled to recover from Tenant in such action or proceeding, or a subsequently
commenced action or proceeding, Landlord's reasonable attorney's fees and
disbursements incurred in connection with such action or proceeding and all
prior and subsequent discussions and negotiations and correspondence relating
thereto.

     If (i) Tenant commences any action or proceedings against Landlord, or (ii)
Tenant is required to defend any action or proceeding commenced by Landlord, in
connection with this Lease and such action or proceeding is disposed of, by
settlement, judgment or otherwise, favorable to Tenant, Tenant shall be entitled
to recover from Landlord in such action or proceeding, or a subsequently
commenced action or proceeding, Tenant's reasonable attorneys' fees and
disbursements incurred in connection with such action or proceeding and all
prior and subsequent discussions and negotiations and correspondence relating
thereto.

64.  CONDITIONAL LIMITATION

     If Tenant shall default in the payment of the rent reserved herein, or any
item of additional rent herein mentioned, or any part of either, during any
three months, whether or not consecutive, in any twelve (12) month period, and
(i) such default continued for more than ten (10) days after written notice of
such default by Landlord to Tenant, and (ii) Landlord, after the expiration of
such ten (10) day grace period, served upon Tenant petitions and notice of
petition

                                       30
<PAGE>

to dispossess Tenant by summary proceedings in each such instance, then,
notwithstanding that such defaults may have been cured prior to the entry of a
judgment against Tenant, any further default in the payment of any money due
Landlord hereunder which shall continue for more than ten (10) days after
Landlord shall give a written notice of such default shall be deemed to be
deliberate and Landlord may thereafter serve written five (5) days' notice of
cancellation of this lease and the term hereunder shall end and expire as fully
and completely as if the expiration of such five (5) day period were the day
herein definitely fixed for the end and expiration of this lease and the term
thereof, and Tenant shall then quit and surrender the demised premises to
Landlord, but Tenant shall remain liable as elsewhere provided in this lease.

     In addition, if Tenant shall have defaulted in the performance of the same
or a substantially similar covenant hereunder, other than a covenant for the
payment of rent or additional rent, three times during any consecutive twelve
(12) month period and Landlord, in each case, shall have given a default notice
in respect of such default, then, regardless of whether Tenant shall have cured
such defaults within any applicable grace period, if Tenant shall again default
in respect of the same or a substantially similar covenant hereunder within a
twelve (12) month period after Landlord gave the second such default notice,
Landlord, at its option, and without further notice to Tenant or opportunity for
Tenant to cure such default, may elect to cancel this lease by serving a written
five (5) days' notice of cancellation of this lease and the term hereunder shall
end and expire as fully and completely as if the expiration of such five (5) day
period were the day herein definitely fixed for the end and expiration of this
lease and the term hereof, and Tenant shall then quit and surrender the demised
premises to Landlord, but Tenant shall remain liable as elsewhere provided in
this lease.

65.  EXCULPATION

     If Tenant shall request Landlord's consent or approval and Landlord shall
fail or refuse to give such consent or approval, Tenant shall not be entitled to
any damages for any withholding by Landlord of its consent or approval, it being
agreed that Tenant's sole remedy shall be an action for specific performance or
an injunction, and that such remedy shall be available only in those cases where
Landlord has expressly agreed in writing not to unreasonably withhold its
consent or approval or where as a matter of law, Landlord may not unreasonably
withhold its consent or approval.

     Tenant acknowledges and agrees that if Landlord shall be an individual,
joint venture, tenancy-in-common, firm or partnership, general or limited, there
shall be no personal liability on such individual or on the members of such
joint venture, tenancy-in-common, firm or partnership in respect of any of the
covenants or conditions of this lease.  In addition, notwithstanding anything to
the contrary contained in this lease, it is agreed and understood that Tenant
shall look solely to the estate and property of Landlord in the Building for the
enforcement of any judgment (or other judicial decree) requiring the payment of
money by Landlord to Tenant by reason of any default or breach by Landlord in
the performance of its obligations under this lease, it being intended hereby
that no other assets of Landlord or its principals shall be subject to levy,
execution, attachment or other such legal process for the enforcement or
satisfaction of the remedies pursued by Tenant in the event of such default or
breach.  If Landlord does not respond to any written request by Tenant for
Landlord's consent,

                                       31
<PAGE>

permission or approval within the applicable period set forth in this Lease
after receipt of written notice by Tenant, it shall be deemed that Landlord has
consented or approved such request by Tenant or that Landlord has given its
permission thereto.

66.  INSURANCE

     Tenant shall obtain and keep in force, at its own expense, with respect to
the leased premises, a policy or policies of bodily injury and property damage
insurance with an insurance company or companies in a form reasonably
satisfactory to Landlord which shall be in the minimum amount of $2,000,000.00
million combined single limit per occurrence for bodily injury and property
damage.  Such policy or policies shall include Landlord's interest with Landlord
named as an additional insured.  Tenant shall deliver to Landlord such policy or
policies or certificates evidencing such coverage, together with a receipt
thereon evidencing payment of premium or other satisfactory proof thereof.
Landlord shall have the right to require Tenant to reasonably increase the
amount of coverage under such policy or policies.  In the event of the Tenant's
failure to comply in any respect herein, the Landlord may cause same to be done
to the Tenant's account and the cost thereof, shall be deemed to be additional
rent.  During the term hereby demised the Landlord shall insure the building of
which the demised premises are a part, and Tenant shall insure the demised
premises and its fixtures and contents for the full replacement value under an
"ALL RISK" type policy which shall include a waiver by the insurer of all right
of subrogation against Landlord or Tenant in connection with any loss or damage
thereby insured against.  Neither party, nor its agents, employees or guest
shall be liable to the other for loss or damage caused by any risk covered by
such insurance.  Each party shall deliver to the other satisfactory proof
evidencing such coverage throughout the term of this lease.  If the release by
either Landlord or Tenant as herein set forth shall contravene any law with
respect to exculpatory agreements, the liability of the party in question shall
be deemed not released but secondary to the other's insurer.

67.  DELETED

68.  AIR CONDITIONING MAINTENANCE

     Throughout the term of this lease Tenant shall at its own cost fan expense
(i) cause to be performed all maintenance of the air conditioning system,
equipment and facilities (hereinafter called the "A/C System"), if any, located
in or servicing the demised premises, including all repairs and replacements
thereto, and (ii) maintain in force and provide a copy of same to Landlord an
air conditioning service repair and full service maintenance contract in form
satisfactory to Landlord with an air conditioning contractor or servicing
organization approved by Landlord thirty (30) days after Tenant takes possession
of the demised premises for the conduct of Tenant's business.  Any such contract
shall expressly state (i) that it shall be an automatically renewing contract
terminable by no less than thirty (30) days prior written notice to the
Landlord, and (ii) that the contractor providing such service shall maintain a
log at the demised premises detailing the service provided during each visit
pursuant to such contract.  Tenant shall keep such log at the demised premises
and permit Landlord to review same promptly after Landlord's request.  The
entire A/C System is and shall at all times remain the property of Landlord, and
at the expiration or sooner termination of this lease Tenant shall

                                       32
<PAGE>

surrender to Landlord the entire A/C System in good working order and condition
Tenant shall not make any changes or additionals to the A/C System until Tenant
shall have received Landlord's written consent thereto. Should Tenant fail to
obtain the contract required herein, Landlord may do so and charge the Tenant
the monthly cost of same plus an administrative fee equal to fifteen percent
(15%) of such cost, as additional rent hereunder, and Tenant shall pay the first
installment of same by no later than the sooner to occur of (a) the tenth (10th)
day after Landlord bills Tenant for such charge, or (b) the date Tenant's next
installment of fixed rent is due. Thereafter, Tenant shall pay such monthly
charge with its monthly fixed rental installment.

69.  ODORS, NOISE AND VIBRATIONS

     Tenant shall not permit any unreasonable odors, noise or vibrations to
emanate from the demised premises.  Tenant shall, within five (5) days after
written notice from Landlord, install at its cost and expense, control devices
or procedures to eliminate such odors, noise or vibrations (as the case or cases
may be) if any.  In the event such condition is not remedied within said five
(5) day period, Landlord may, at its sole discretion, either (a) cure such
condition and thereafter add the cost and expense incurred by Landlord therefor
to the next monthly rental to become due and Tenant shall pay said amount, as
additional rent; or (b) treat such failure on the part of Tenant to eliminate
such odors, noise or vibrations (as the case or cases may be) as a material
default hereunder entitled Landlord to enforce any or all of the rights and
remedies provided for under the terms of this lease, including but not limited
to its termination.  Landlord shall have the right to enter the demised premises
upon reasonable prior notice, during business hours, and accompanied by Tenant,
to inspect the same and ascertain whether they are clean and free of odors,
noise and vibration.

     In the event Landlord requires Tenant to install such control devices or
procedures to eliminate such odors, noise or vibrations (as the case or cases
may be) the material, size and location of such installations shall be subject
to Landlord's prior written approval which approval shall not be unreasonably
withheld or delayed.  Such work shall not be commenced until plans and
specifications therefor have been submitted to and approved by Landlord.

70.  CERTAIN RENTAL PAYMENT PROVISIONS

     Tenant agrees that annual rental shall be payable as provided in this lease
without prior notice or demand. All rental payable under this lease shall be
paid by check, subject to collection, drawn on a New York City branch of a
member of the New York Clearinghouse. If Tenant shall fail to pay any
installment of annual rental or any other additional rent payable under this
lease within ten (10) days after the same shall have become due and payable
hereunder, at Landlord's option such unpaid sums shall bear interest from the
due date(s) thereof until paid in full at a monthly rate of interest equal to
the lesser of (i) one-twelfth (1/12th) of the maximum annual rate of interest
permitted by law or (ii) one and one quarter (1-1/4) percent.

71.  FUEL AND UTILITY COST PAYMENTS

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

                                       33
<PAGE>

       (i)     "Fuel Cost" shall mean Landlord's cost for all fuel (including
               but not limited to, oil, steam and coal) delivered to the
               Building.

       (ii)    "Electric Cost" shall mean Landlord's cost for all electricity
               used in lighting all the public and service areas, and in
               operating all the common service facilities, of the Building.
               Landlord and Tenant agree that if the public utility serving the
               Building submits bills for periods ending on other than the last
               day of a calendar month, the twelve (12) month period ending
               closest to the last day of a calendar month shall be used for the
               purposes of computing the Electric Cost. Since electric current
               is supplied to tenants of the Building by the public utility
               corporation servicing the Building, Landlord and Tenant agree
               that the Electric Cost shall be deemed, for the purposes of this
               Article, to constitute 100% of Landlord's total cost for
               electricity consumed at the Building.

       (iii)   "Base Year" shall mean the calendar year 2000.

       (iv)    "Comparison Year" shall mean the twelve (12) month period
                commencing on the first (1st) day of the calendar month
                immediately following the end of the Base Year and each
                successive twelve (12) month period in which occurs any part of
                the term of this lease.

       (v)     "Tenant's Share" shall mean 8.333 %.

     B.  Tenant shall pay to Landlord, as additional rent, Tenant's share of the
Electric Cost, and if the Fuel Cost for any Comparison Year exceed the Fuel Cost
for the Base Year, Tenant shall pay to Landlord, as additional rent, Tenant's
Share of the excess. Such additional rents shall be due and payable within ten
(10) days after Landlord shall have furnished Tenant with the statement provided
for in Paragraph C of this Article. Tenant's obligations to pay the amount
herein provided for shall survive the expiration or earlier termination of this
lease. The amounts due and payable by Tenant for any partial Comparison Year
shall be appropriately prorated.

     C.  After the Base Year, Landlord shall furnish Tenant with a statement of
the Base Year Electric Cost and the Base Year Fuel Cost. Thereafter, Landlord
shall furnish to Tenant a statement of the Electric Cost and the Fuel Cost (the
"Utility Statement") for each Comparison Year and a computation of the amounts
payable by Tenant pursuant to Paragraphs B and D and E of this Article.

     D.  During the first Comparison Year, Tenant shall, on the first day of
each calendar month, pay to Landlord, on account of the amount due and payable
by Tenant pursuant to Paragraph B of this Article, one-twelfth (1/12th) of
Tenant's share of the total of (i) one hundred ten (110%) percent of the
Electric Cost and (ii) ten (10%) percent of the Base Year Fuel Cost. Such
payments shall be deferred until Landlord furnished Tenant with a statement of
the Base Year Electric Cost and the Base Year Fuel Cost, whereupon Tenant shall
pay promptly all

                                       34
<PAGE>

deferred payments and commence such payments. During each succeeding Comparison
Year, Tenant shall pay to Landlord, on account of the amount due and payable by
Tenant pursuant to Paragraph B of this Article, one-twelfth (1/12th) of
Tenant's Share of the total of (i) one hundred ten (110%) percent of the
Electric Cost and (ii) ten (10%) percent of the Fuel Cost for the prior
Comparison Year. Notwithstanding the foregoing, until Landlord furnished Tenant
with the applicable Utility Statement for the preceding Comparison Year, Tenant
shall continue to pay to Landlord the amount of the monthly payment due and
payable pursuant to the Paragraph D during the last calendar month of the
preceding Comparison Year plus an additional ten (10%) percent of such amount.

     E.  If the payments made by Tenant pursuant to Paragraph D of this Article
for a Comparison Year exceed the amount payable to Landlord for such Comparison
Year pursuant to Paragraph B of this Article, such excess shall, at the option
of Landlord, either be paid to Tenant or be credited (without interest) against
the next ensuing payments provided for in said Paragraph D, except that if no
such payments shall be due or becoming due, such excess shall be paid (without
interest) by Landlord to Tenant. If the amount payable by Tenant for such
Comparison Year pursuant to Paragraph B of this Article exceeds the payments
made by Tenant pursuant to Paragraph D of this Article, Tenant shall pay the
difference within ten (10) days after Landlord furnishes Tenant with a Utility
Statement for such Comparison Year. "Tenant's share", as defined in Paragraph
71A(v) shall also mean the excess of "electric cost" over the "base year".

72.  GUARD SERVICE

     In the event Landlord now employs or hereafter employs a security guard or
guard service (hereinafter the "Guard") in the building, Tenant shall pay to
Landlord, as additional rent, in advance, together with each installment of the
annual rent provided for herein, a percentage of the cost of employing the
Guard, including, but not limited to, any employee benefits, social security
taxes and other expenses which are incurred by Landlord therefor, which
percentage shall be the same percentage as is now set forth in the provision of
this lease which provides for the payment by Tenant of increases in Real Estate
Taxes. Landlord reserves the right to (i) initially set the days and hours the
Guard is employed, (ii) to change, at will, such hours and days, and (iii) to
discontinue the employment of the Guard, all in its sole and absolute
discretion. The furnishing of the Guard by Landlord shall not be deemed to
impose any obligation on the part of the Landlord for the security of the
building, the demised premises or the contents of the demised premises, and
Tenant hereby unconditionally waives any rights or claims against Landlord and
Landlord's managing agent by reason of any acts or omissions of the Guard
employed.

73.  THE ANNUAL RENTAL PAYABLE HEREUNDER SHALL BE:

     (a)  Two Hundred Sixty Six Thousand Two Hundred Fifty ($266,250.00) Dollars
          per year from December 1, 1999 to and including November 30, 2000;

     (b)  Two Hundred Seventy Four Thousand Two Hundred Thirty Seven
          ($274,237.00) Dollars per year from December 1, 2000 to and including
          November 30, 2001;

                                       35
<PAGE>

     (c)  Two Hundred Eighty Two Thousand Four Hundred Sixty Four ($282,464.00)
          Dollars per year from December 1, 2001 to and including November 30,
          2002;

     (d)  Two Hundred Ninety Thousand Nine Hundred Thirty Seven ($290,937.00)
          Dollars per year from December 1, 2002 to and including November 30,
          2003;

     (e)  Two Hundred Ninety Nine Thousand Six Hundred Sixty Five ($299,665.00)
          Dollars per year from December 1, 2003 to and including November 30,
          2004;

     (f)  Three Hundred Thirty Eight Thousand Six Hundred Fifty Four
          ($338,654.00) Dollars per year from December 1, 2004 to and including
          November 30, 2005;

     (g)  Three Hundred Forty Eight Thousand Eight Hundred Thirteen
          ($348,813.00) Dollars per year from December 1, 2005 to and including
          November 30, 2006;

     (h)  Three Hundred Fifty Nine Thousand Two Hundred Seventy Seven
          ($359,277.00) Dollars per year from December 1, 2006 to and including
          November 30, 2007;

     (i)  Three Hundred Seventy Thousand Fifty Five ($370,055.00) Dollars per
          year from December 1, 2007 to and including November 30, 2008; and

     (j)  Three Hundred Eighty One Thousand One Hundred Fifty Six ($381,156.00)
          Dollars per year from December 1, 2008 to and including May 31, 2010,

(the foregoing is referred to as the "rent" or "annual rental rate" herein).

74.  ABATEMENT OF RENT

     Anything herein to the contrary notwithstanding, and provided Tenant is not
then in default in any of the terms, covenants and conditions of this lease,
Fixed Rent payable hereunder for the months of December, 1999 to and including
March, 2000, or the first four (4) full calendar months following the
Commencement Date of this Lease, shall each abate by $22,187.50 per month; for
the month of December, 2000, or the first full calendar month of the Second
Lease Year shall abate by $22,853.09 per month, and for the month of December,
2001, or the first full calendar month of the Third Lease Year shall abate by
$23,538.67 per month.

75.  SECURITY REFUND

     If Tenant is not then in default under this lease after notice and the
expiration of any applicable cure period and it remains in effect with Landlord
holding the full amount of the security then required hereunder, the security
deposit set forth in Article 32 of this lease shall be: reduced by $44,695.00 on
December 1, 2001, and reduced by an additional $44,695.00 on December 1, 2004.
The aforesaid reductions shall be given in the form of an application of the
amount of the reduction of the security deposit to Tenant's rental obligations
thereafter coming due, with Landlord to retain the amount of the reduction and
to credit Tenant for the amount so retained.

                                       36
<PAGE>

76.  COMMENCEMENT/EXPIRATION DATE

     Anything contained herein to the contrary notwithstanding, the terms of
this Lease shall commence on the date (the "Commencement Date") which shall be
the third business day after Landlord gives to Tenant notice that the work
required to be performed by Landlord under the Workletter attached hereto as
Exhibit "A" ("Landlord's Work") is substantially completed ("Substantial
Completion"), or the date on which Tenant (or its agent) enters, uses or
occupies any portion of the demised premises for the conduct of its business
operation, whichever occurs first.  As soon as the Commencement Date and the
"Expiration Date" (defined below) are known, Landlord and Tenant shall execute a
memorandum confirming the same on demand, but any failure to execute such a
memorandum shall not affect any of those dates.

     The term of this Lease (the "Term") shall expire, unless sooner terminated
as provided herein, on the date (the "Expiration Date") which is the last day of
the calendar month in which the tenth (10th) anniversary of the Commencement
Date occurs unless the Commencement Date is the first day of the calendar month,
in which event the Term shall expire on the day before such tenth (10th)
anniversary.  If the Commencement Date is not the first day of a calendar month,
the first monthly installment of the fixed rent paid upon execution of this
Lease shall be prorated on the first day of the month which follows the
Commencement Date with Tenant to be credited for the portion of the previous
month which elapsed prior to the Commencement Date.

77.  RIGHT OF FIRST OFFER

     Landlord hereby grants to Tenant a right of first offer to lease any space
in the Building of a half floor or greater in area which may become available
for lease during the first eight (8) years of the Term of this Lease, upon the
following terms and conditions:

     1.  If, at any time prior to the expiration of the eighth year of the Term
of this Lease, any space in the Building constituting a half of a floor of area
or more shall become available for lease, the Landlord shall first offer to
lease such space to Tenant by written notice which shall include the rent and
other monetary terms upon which Landlord is willing to lease such space to
Tenant, including concessions or inducements, if any ("Landlord's Available
Space Notice").

     2.  Tenant may exercise its right to lease such space by written notice to
Landlord within ten (10) business days following Tenant's receipt of Landlord's
Available Space Notice.

     3.  If Tenant fails to timely exercise such right, Landlord shall be free
to lease such space to third parties, provided Landlord shall not lease such
space at a rent lower than or upon economic terms more favorable than the rent
and economic terms offered to Tenant.

     4.  If Tenant timely exercises such right, Landlord and Tenant shall enter
into an amendment of this lease incorporating the new space upon the agreed
terms within thirty (30) days following Tenant's exercising such right.

                                       37
<PAGE>

     5.  For the purposes hereof, space shall be deemed "available for lease"
upon the expiration or earlier termination of any existing lease of space in the
Building or if such space is otherwise vacant and unencumbered by a lease;
provided that:

     (a) Tenant's right shall not apply to space for which a lease is extended
or renewed with the existing Tenant of such space prior to Tenant receiving
Landlord's Available Space Notice; and

     (b) Landlord may send Tenant an Available Space Notice up to (but not
earlier than) one (1) year prior to the date any such space will be available
and ready for occupancy.  Landlord shall not be liable to Tenant for damages if
Tenant elects to lese available space and the existing Tenant holds over,
provided Landlord shall use reasonable and diligent efforts to deliver such
space to Tenant as soon as practicable.

     6.  The half floor area on the fourth (4th) floor which is currently vacant
shall be excluded from Tenant's right of first offer hereunder.

78.  Landlord warrants and represents that the building electrical mechanical
and heating systems are in working order and condition on the date hereof and
the demised premises will be free of hazardous materials on the Commencement
Date.

79.  Upon Tenant's receipt of a fully signed copy of this Lease Tenant is
permitted early access to the demised premises for the purpose of commencing its
initial Alteration Work.  During said early access period Tenant shall not
interfere with the performance of Landlord's Work under the Workletter and this
Lease.  Landlord may deny Tenant said early access to the demised premises r
deny continued early access if in Landlord's sole judgment access interferes
with Landlord's performance of its Work hereunder.

                                       38
<PAGE>

     Exhibit "A" (Workletter) annexed to and forming part of Lease dated
November 2, 1999 between ABNER PROPERTIES COMPANY, as Landlord, and ALLOY
ONLINE, INC., as Tenant, for 11th Floor, in the building known as 151 W. 26th
Street, New York, New York.

     Provided the Tenant is not in default hereunder after notice and beyond any
applicable cure period, Landlord agrees, at its own cost and expense, to do the
following work within the demised premises in a good and workmanlike manner and
in compliance with applicable laws and building standard;

     1.  Install new hardwood flooring and apply one (1) coat of polyurethane
floor finish and one (1) coat of sealer.

     2.  Install new thermal pane windows throughout the demised premises.

     3.  Supply and install two (2) building standard twenty-five (25) ton air
conditioning units without duct-work in the location designated by Landlord.
Tenant to maintain in accordance with Article 68 of this Lease. All warranties
shall be assigned to Tenant if permitted by their terms.

     4.  Provide 400 Amps of electric power to the demised premises.

     5.  Provide four (4) (two male and two female) handicapped bathrooms
compliant with NY LL58 and ADA.

     6.  Owner will patch where necessary and paint the existing painted
surfaces of the entire demised premises with one (1) finish coat in Tenant's
choice of one (1) of Landlord's building standard latex color paints.

     7.  Owner to provide Tenant with an ACP 5 certificate.

     8.  Repair and/or replace all broken and/or missing window panes in
existing windows.

     Any request by Tenant for Landlord to make any changes in or to the work
set forth above must be made in writing to Landlord who may consent to or reject
such requests. To the extent such changes result in additional costs or delay
the completion of Landlord's work, Tenant shall be responsible for such
additional costs and delay.

     In addition, Tenant shall be liable for any material delays resulting from
Tenant's acts or omissions regarding the scheduling of Landlord's work or from
any other action of Tenant which otherwise impacts Landlord's ability to perform
such work and which are not cured within a reasonable time following Landlord's
request.

                                       39
<PAGE>

     Except as provided in this Workletter, Landlord shall be under no
obligation to make any other improvements or alterations in the demised premises
and Tenant agrees to accept the demised premises "as is" in its present
condition. Any work conditioned upon Tenants request is deemed waived unless
requested in writing more than six (6) months prior to expiration of the within
term.

                                    LANDLORD:
                                    Abner Properties Company

                                    By: /s/ Jonathan P. Rosen
                                        ---------------------
                                       Jonathan P. Rosen
                                       General Partner


                                    TENANT:
                                    Alloy Online Inc.


                                    By: /s/ Jim Johnson
                                        ---------------
                                       Jim Johnson
                                       President

                                       40
<PAGE>

                                ACKNOWLEDGMENTS

CORPORATE TENANT
STATE OF NEW YORK,
COUNTY OF


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



INDIVIDUAL TENANT
STATE OF NEW YORK
COUNTY OF


   On this            day of               , 19      , before me personally came
to me known and known to me to be the individual described in and who, as
TENANT, executed the foregoing instrument and acknowledged to me that executed
the same.

                            IMPORTANT - PLEASE READ

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

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

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

                                       41
<PAGE>

3.  No carpet, rug or other article shall be hung or shaken out of any window of
the building; and no Tenant shall sweep or throw or permit to be swept or thrown
from the demised premises any dirt or other substances into any of the corridors
or halls, elevators, or out of the doors or windows or stairways of the building
and Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the demised premises, or permit or suffer the demised
premises to be occupied or used in a manner offensive or objectionable to Owner
or other occupants of the buildings by reason of noise, odors, and or
vibrations, or interfere in any way, with other Tenants or those having business
therein, nor shall any animals or birds be kept in or about the building.
Smoking or carrying lighted cigars or cigarettes in the elevators of the
building is prohibited.

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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