Lease No. WT-3250-B-21 (2516)







                               THE PORT AUTHORITY
                                       OF
                             NEW YORK AND NEW JERSEY

                               WORLD TRADE CENTER


                               AGREEMENT OF LEASE

                                     between

                               THE PORT AUTHORITY
                                       OF
                             NEW YORK AND NEW JERSEY

                                       and

                             MATTHEWS & WRIGHT, INC.




<PAGE>
         THIS  AGREEMENT,  made as of the 29th  day of  February,  1996,  by and
between THE PORT  AUTHORITY OF NEW YORK AND NEW JERSEY  (hereinafter  called the
"Port Authority"),  a body corporate and politic, created by Compact between the
States of New  Jersey and New York,  with the  consent  of the  Congress  of the
United States of America, and having an office at One World Trade Center, in the
borough  of  Manhattan,  City,  County,  and State of New York,  and  MATTHEWS &
WRIGHT,  INC., a corporation  organized and existing  under and by virtue of the
laws of the State of  Delaware  (hereinafter  called  the  "Lessee"),  having an
office and place of business at Two World Trade Center, New York, New York 10048
whose representative is George W. Benoit,

         WITNESSETH That:

         The Port  Authority  and the Lessee,  for and in  consideration  of the
rents,  covenants and agreements  hereinafter  contained,  mutually covenant and
agree as follows:

SECTION 1. Letting

         The Port  Authority  hereby  lets to the Lessee  and the Lessee  hereby
hires and takes from the Port  Authority,  at the World Trade Center  (sometimes
hereinafter referred to as the "Facility"),  in the Borough of Manhattan,  City,
County and State of New York,  the space as shown in  diagonal  hatching  on the
sketch  annexed  hereto,  made a part hereof and marked  "Exhibit A" (such space
being located on the 21st floor of the South Tower Building  sometimes  known as
Suite 2112) together with the fixtures,  improvements  and other property of the
Port  Authority  located or to be located  therein or  thereon,  the said space,
fixtures,   improvements   and  other  property  of  the  Port  Authority  being
hereinafter  collectively referred to as the "premises".  The Port Authority and
the  Lessee  hereby   acknowledge   that  the  aforesaid   premises   constitute
non-residential real property.

SECTION 2.  Term

         The term of the letting under this  Agreement  shall  commence at 12:01
o'clock A.M. on March 1, 1996 and shall,  unless  sooner  terminated,  or unless
extended, expire at 11:59 o'clock P.M. on February 28, 2006.

SECTION 3.  Rights of User by the Lessee

         The Lessee shall use the premises for the  following  purposes only and
for no other  purpose  whatsoever:  (i)  providing  real estate,  financial  and
insurance  consulting  services to firms engaged in world trade and commerce and
to others; (ii) providing video and satellite  syndication services domestically
and  abroad;  (iii)  foreign  and  domestic,  merchant  and  investment  banking
operations; and (iv) acquisition,  ownership,  management,  promotion, financing
and sale of foreign and domestic  investments;  and for such other type or types
of business or operations  engaged in by other office tenants at the World Trade
Center whose  eligibility and qualification are determined by the Port Authority
strictly on the basis of their functions, activities and services in world trade
and commerce.

SECTION 4.  Basic Rental

         (a) The Lessee  agrees to pay to the Port  Authority a basic rental for
the  premises at an annual  rate of One  Hundred  Twenty  Seven  Thousand  Eight
Hundred Sixty Dollars and No Cents  ($127,860.00),  payable as stated in Section
44.
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         (b) If the  commencement  date of the letting  under this  Agreement is
other than the first day of a month,  the basic  rental  for the  portion of the
month during  which the letting is effective  shall be paid in advance and shall
be the amount of the  monthly  installment  prorated  on a daily basis using the
actual number of days in the month, and if the expiration or termination date of
the  letting  is other  than the last day of a month,  the basic  rental for the
portion of the month during  which the letting is effective  shall be the amount
of the monthly installment similarly prorated.

         (c) The basic rental shall be subject to adjustment  during the letting
in accordance  with the  provisions of Schedule A attached to this Agreement and
hereby made a part hereof.

SECTION 5.  Governmental Requirements

         (a) The Lessee shall  procure all  licenses,  certificates,  permits or
other  authorization from all governmental  authorities having jurisdiction over
the  operations  of the Lessee at the premises or at the  Facility  which may be
necessary for the conduct of its operations.

         (b)  The  Lessee  shall  pay  all  taxes,   import   duties,   license,
certification,  permit and examination fees, excises and other charges which may
be assessed, levied, exacted or imposed on its property, operations or occupancy
hereunder or any property whatsoever which may be received at the premises or on
the gross receipts or income herefrom and shall make all  applications,  reports
and return required in connection  therewith.  If any bond or other  undertaking
shall be required by any  governmental  authority in connection  with any of the
operations of the Lessee or any property  received or exhibited by the Lessee at
the premises,  the Lessee shall  furnish the same and pay all other  expenses in
connection therewith.

         (c) The Lessee  shall  promptly  observe,  comply  with and execute the
provisions  of any and all  present  and  future  governmental  laws,  rules and
regulations,  requirements,  orders and directions which may pertain or apply to
the operations of the Lessee on the premises or at the Facility or its occupancy
of the  premises,  and the Lessee shall,  in accordance  with and subject to the
provisions  of the  Section  of this  Agreement  entitled  "Construction  by the
Lessee," make any and all  improvements,  alterations or repairs of the premises
that may be required at any time  hereafter  by any such  present or future law,
rule, regulation, requirement, order or direction.

         (d)  The  Provisions  of this  Section  are  not to be  construed  as a
submission  by  the  Port  Authority  to  the  application  to  itself  of  such
requirements, or any of them.

SECTION 6.  Rules and Regulations

         (a) The Lessee  covenants and agrees to observe and obey (and to compel
its  officers,  members,  employees,   agents,   representatives,   contractors,
customers,  guests,  invitees  and those doing  business  with it to observe and
obey)  the  Rules  and  Regulations  of the Port  Authority  (a copy of which is
attached  hereto,  hereby  made a part  hereof and marked  "Exhibit  R") for the
government  of the  conduct  and  operations  of the  Lessee,  and such  further
reasonable rules and regulations  (including amendments and supplements thereto)
as may from time to time and  throughout  the letting be promulgated by the Port
Authority for reasons of safety,  health or preservation of property, or for the
<PAGE>
maintenance of the good and orderly  appearance of the premises and the Facility
or for the safe or  efficient  operation  of the  Facility.  The Port  Authority
agrees that, except in cases of emergency,  it will give notice to the Lessee of
every  such  further  rule or  regulation  adopted  by it at least five (5) days
before the Lessee shall be required to comply therewith.

         (b) No statement or provision in the said Rules and  Regulations  shall
be deemed a representation or promise by the Port Authority that any services or
privileges  described therein shall be or remain available or that such charges,
prices,  rates or fees,  if any,  as are  stated  therein  shall be or remain in
effect all of the same being subject to change by the Port  Authority  from time
to time whenever it deems a change advisable.

SECTION 7.  Responsibilities of the Lessee

         (a) The Lessee shall  conduct its  operations  in an orderly and proper
manner  and so as  not to  annoy,  disturb  or be  offensive  to  others  at the
Facility,  and the Lessee shall control the conduct,  demeanor and appearance of
its  officers,  members,  employees,   agents,   representatives,   contractors,
customers,  guests,  invitees and those doing business with it. Upon  reasonable
objection from the Port Authority concerning the conduct, demeanor or appearance
of any such the Lessee shall  immediately take all steps necessary to remove the
cause of the objection.

         (b) The Lessee shall not commit any nuisance on the premises,  or do or
permit to be done  anything  which may result in the creation or commission of a
nuisance on the premises,  and the Lessee shall not cause or permit to be caused
or produced upon the premises, to permeate the same or to emanate therefrom, any
unusual,  noxious or objectionable smokes, gases, vapors, odors or objectionable
noises.

         (c) The  Lessee  shall  not keep,  maintain,  place or  install  in the
premises any fixtures or equipment the use of which is not  consistent  with and
required  for the  purposes  of the  letting as set forth in the Section of this
Agreement  entitled  "Rights of User by the Lessee" and the Lessee shall not use
or connect any  equipment or engage in any activity or operation in the premises
which  will cause an  overloading  of the  capacity  of any  existing  or future
utility,  mechanical,  electrical,  communication  or other systems,  or portion
thereof,  serving  the  premises,  nor shall the  Lessee do or permit to be done
anything which may interfere with the effectiveness or accessibility of existing
and future utility,  mechanical,  electrical,  communication or other systems or
portions thereof on the premises or elsewhere at the Facility.

         (d) The  Lessee  shall not  overload  any floor,  roadway,  passageway,
pavement or other  surface or any wall,  partition,  column or other  supporting
member, or any elevator or other conveyance,  in the premises or at the Facility
and without  limiting any other  provision of this  Agreement,  the Lessee shall
repair, replace or rebuild any such damaged by overloading.

         (e) The Lessee  shall not  install,  maintain  or operate or permit the
installation, maintenance or operation on the premises of any vending machine or
service  designed  to  disperse  or sell food,  beverages,  tobacco  products or
merchandise of any kind, whether or not included in the above categories, or any
restaurant,   cafeteria,   kitchen,   stand  or  other   establishment  for  the
preparation, dispensing or sale of food, beverages, tobacco or tobacco products,
or  merchandise of any kind or any equipment or device for the furnishing to the
public of a service  of any  kind,  including  without  limitation  thereto  any
telephone pay-stations.
<PAGE>
         (f) The Lessee shall not use or make any  reference,  by advertising or
otherwise,  to the names "World Trade Center"  (except to designate the Lessee's
business address and then only in a conventional  manner and without emphasis or
display),  "Port of New York  Authority,"  "Port Authority" or any simulation or
abbreviation  of any such names,  or any emblem,  picture or reproduction of the
World Trade Center, for any purpose  whatsoever.  Furthermore,  the Lessee shall
not make use of or originate any material  intended for publication or visual or
oral  presentation  which may tend to impair the  reputation  of the World Trade
Center or its desirability. Upon notice from the Port Authority the Lessee shall
immediately discontinue any such use or reference.

         (g) The Lessee  shall not do or permit to be done any act or thing upon
the  premises or at the  Facility  which will  invalidate  or conflict  with any
insurance  policies covering the premises or any part thereof,  or the Facility,
or any part  thereof,  or  which,  in the  opinion  of the Port  Authority,  may
constitute an  extra-hazardous  condition,  so as to increase the risks normally
attendant  upon the  operations  contemplated  by the Section of this  Agreement
entitled "Rights of User by the Lessee," and the Lessee shall promptly  observe,
comply with and execute the  provisions  of any and all present and future rules
and  regulations,  requirements,  orders and  directions  of the  National  Fire
Protection Association and the New York Fire Insurance Rating Organization,  and
of any other board or  organization  exercising  or which may  exercise  similar
functions,  which may  pertain or apply to the  operations  of the Lessee on the
premises, and the Lessee shall, subject to and in accordance with the provisions
of the Section of this Agreement entitled "Construction by the Lessee," make any
and all  improvements,  alterations  or  repairs  of the  premises  that  may be
required at any time  hereafter by any such present or future rule,  regulation,
requirement,  order or direction, and if by reason of any failure on the part of
the Lessee to comply with the provisions of this Agreement any insurance rate on
the premises or any part thereof, or on the Facility or any part thereof,  shall
at any time be higher than it  otherwise  would be, then the Lessee shall pay to
the Port Authority,  as an item of additional rental, that part of all insurance
premiums  paid by the Port  Authority  which shall have been charged  because of
such  violation or failure by the Lessee,  but no such payment shall relieve the
Lessee of its other obligations under this paragraph.

         (h) The Lessee  recognizes  that the Port  Authority has undertaken the
planning,  construction  and operation of the Facility as a facility of commerce
pursuant to concurrent  legislation of the State of New York,  Chapter 209, Laws
of New York,  1962 and the State of New  Jersey,  Chapter 8, Laws of New Jersey,
1962. The purpose, character and scope of the Lessee's occupancy,  operation and
usage of the premises as described in Section 3 of this Agreement are of primary
importance  and inducement to the Port Authority in entering into this Agreement
of lease with the Lessee.  The Lessee has represented to the Port Authority that
all its  occupancy,  operation  and usage,  throughout  the term of the  letting
hereunder  will be in strict  accordance  with and subject to the provisions and
requirements of Section 3 of this Agreement and the Port Authority has relied on
such  representations  in entering into this  Agreement.  Without  affecting the
Lessee's  liability  for any breach of this  representation  and it  obligations
hereunder,  in the  event  that the  Lessee  is not in  compliance  with all the
requirements  of Section 3 and of this  paragraph  (h) within  thirty  (30) days
after notice of non  compliance by the Port Authority  (except where  compliance
cannot  reasonably  be made with  thirty  (30) days and the  Lessee  shall  have
commenced to perform whatever may be required for compliance  within thirty (30)
days after the receipt of such notice and  continues  such  performance  without
<PAGE>
interruption),  the Port  Authority may by five (5) days' notice  terminate this
Agreement  and the  letting  hereunder  and the same  shall be and  operate as a
conditional  limitation  and  have the same  effect  as if it were  specifically
included as a ground for termination under subdivision (a) of Section 20 of this
Agreement.

SECTION 8.  Maintenance and Repair

         (a) Except to the extent of such  items of  cleaning  service as may be
supplied by the Port  Authority as stated in Section 42, the Lessee shall at all
times  keep the  premises  in a clean  and  orderly  condition  and  appearance,
together  with all  fixtures,  equipment  and  personal  property  of the Lessee
located in or on the premises, including without limitation thereto the interior
surface of windows and both sides of all entrance doors.

         (b) The Lessee shall repair, replace, rebuild and paint all or any part
of the premises or of the Facility which may be damaged or destroyed by the acts
or  omissions  of  the  Lessee,  its  officers,  members,   employees,   agents,
representatives,  contractors,  customers, guests, invitees or other persons who
are  doing  business  with the  Lessee or who are on or at the  premises  or the
Facility with the consent of the Lessee.

         (c) The Lessee shall take good care of the premises, including therein,
without limitation  thereto,  walls,  partitions,  floors,  ceilings,  doors and
columns, and all parts thereof,  and all equipment and fixtures,  and shall make
all necessary non-structural repairs, replacements, rebuilding necessary to keep
the premises in the condition  existing at the commencement  date of the letting
and to keep any  improvements,  additions and fixtures made or installed  during
the term of the  letting in the  condition  they were in when made or  installed
except  for  reasonable  wear  which does not  adversely  affect the  watertight
condition  or  structural  integrity  of the  building or  adversely  affect the
efficient or proper utilization or the appearance of any part of the premises.

         (d) In the  event the  Lessee  fails to  commence  so to make or do any
repair, replacements, rebuilding or painting required by this Agreement within a
period of thirty (30) days after notice from the Port  Authority so to do except
in cases of emergency, or fails diligently to continue to completion the repair,
replacement,  rebuilding  or  painting  of all of the  premises  required  to be
repaired,  replaced,  rebuilt or  painted by the Lessee  under the terms of this
Agreement,  the Port Authority may, at its option,  and in addition to any other
remedies which may be available to it, repair, replace,  rebuild or paint all or
any part of the premises included in the said notice,  the Port Authority's cost
thereof to be paid by the Lessee on demand.  This option or the exercise thereof
shall not be deemed to create or imply any  obligation  or duty to the Lessee or
others.

         (e) The obligation of the Lessee as set forth in paragraphs (b) and (c)
of this Section,  in the event of damage or destruction  covered by any contract
of insurance  under which the Port Authority is the insured,  is hereby released
to the extent that the loss is recouped by actual  payment to the Port Authority
of the  proceeds  of such  insurance;  provided,  however,  that if at any  time
because  of this  release  the  insurance  carrier of any  policy  covering  the
premises or any part thereof shall increase the premiums  otherwise  payable for
fire,  extended  coverage or rental  coverage  applicable to the  premises,  the
Lessee shall pay to the Port Authority an amount  equivalent to such increase or
increases  on demand;  and  provided  further,  that if at any time this release
shall  invalidate  any such  policy of  insurance  or reduce,  limit or void the
<PAGE>
rights of the Port Authority thereunder, or if because of this release, any such
insurance carrier shall cancel any such policy or shall refuse to issue or renew
the same or shall  refuse to issue a policy with an  endorsement  thereon  under
which this release is permitted without prejudice to the interest of the insured
or shall cancel such  endorsement  or refuse to renew the same or shall take any
other action to alter,  decrease or diminish the benefits of the Port  Authority
under the  policy,  then the  release  shall be void and of no  effect.  Nothing
herein shall be construed to imply an obligation on the Port  Authority to carry
any such insurance policy or to obtain or keep in force any such endorsement.

SECTION 9.  Casualty

         (a) In the event that, as a result of a casualty insured against by the
Port Authority under the New York standard form of fire insurance policy carried
by it on the premises, the premises are damaged without the fault of the Lessee,
its officers, members, employees,  customers,  guests, invitees or other persons
who are  doing  business  with the  Lessee or who are on the  premises  with the
Lessee's  consent,  so as to render the premises  untenantable in whole or part,
then

                  (1) if the Port Authority finds that the necessary  repairs or
         rebuilding can be completed  within one hundred eighty (180) days after
         the  occurrence  of the  damage,  the Port  Authority  shall  repair or
         rebuilt with due diligence,  and the rental  hereunder shall be abated,
         as  hereinafter  provided  in the  Section of this  Agreement  entitled
         "Abatement of Rental,"  only for the period from the  occurrence of the
         damage to the completion of the repairs or  rebuilding,  whether or not
         the work of repair or rebuilding is actually  completed within the said
         ninety (90) days; or

                  (2)  if  the  Port  Authority   finds  that  such  repairs  or
         rebuilding  cannot be  completed  within one hundred  eighty (180) days
         after the occurrence of the damage, or if the Port Authority  concludes
         that other than the  premises  also require  rebuilding,  then the Port
         Authority  shall have  options:  (i) to proceed  with due  diligence to
         repair or to rebuild the  premises as  necessary;  or (ii) to terminate
         the letting as to the damaged  portion of the  premises  only,  and the
         rental  hereunder  shall be abated as  provided  in the Section of this
         Agreement entitled "Abatement of Rental," from and after the occurrence
         of the  damage,  or (iii) to  terminate  the  letting  as to the entire
         premises;  and in the case of (i) and (iii), the rental hereunder shall
         be  abated,  as  provided  in the  Section of this  Agreement  entitled
         "Abatement of Rental," either, as the case may require,  for the period
         from the  occurrence  of the damage to the  completion  of repairs  and
         rebuilding of the premises or for the period from the occurrence of the
         damage to the effective date of termination.

         (b) The parties do hereby  stipulate  that  neither the  provisions  of
Section 227 of the Real  Property  Law of the State of New York nor those of any
other similar statute shall extend or apply to this Agreement.

         (c) The Lessee shall give the Port Authority  immediate  notice in case
of any fire,  accident or casualty in the  premises or elsewhere in the Facility
if the occurrence elsewhere in the Facility is known to and involves the Lessee,
its officers, members, employees,  agents,  representatives,  contractors, or is
known to any of them and involves customers, guests or invitees of the Lessee.
<PAGE>
         (d) In the event of a partial or total destruction of the premises, the
Lessee shall immediately  remove any and all of its property and all debris from
the  premises  or the  portion  thereof  destroyed  and if the  Lessee  does not
promptly so remove,  the Port  Authority  may remove the Lessee's  property to a
public  warehouse for deposit or retain the same in its own  possession and sell
the same at public auction,  the proceeds of which shall be applied first to the
expenses of removal,  storage and sale, second to any sums owed by the Lessee to
the Port Authority,  with any balance remaining to be paid to the Lessee; if the
expenses of such  removal,  storage and sale shall  exceed the proceeds of sale,
the Lessee shall pay such excess to the Port Authority upon demand.

SECTION 10.  Indemnity

         (a) The Lessee shall  indemnify and hold  harmless the Port  Authority,
its Commissioners,  officers, agents and employees from (and shall reimburse the
Port  Authority  for the Port  Authority's  costs or  expenses  including  legal
expenses  incurred in connection  with the defense of) all claims and demands of
third  persons  including  but not  limited  to those for  death,  for  personal
injuries,  or for property damages,  arising out of any default of the Lessee in
performing or observing any term or provision of this  Agreement,  or out of the
use of occupancy of the premises by the Lessee or by others with its consent, or
out of any of the  acts or  omissions  of the  Lessee,  its  officers,  members,
employees, agents, representatives, contractors, customers, guests, invitees and
other persons who are doing  business with the Lessee or who are at the premises
with the Lessee's  consent where such acts or omissions are on the premises,  or
arising out of any acts or  omissions  of the  Lessee,  its  officers,  members,
employees,   agents  and  representatives  where  such  acts  or  omissions  are
elsewhere.

         (b) If so directed, the Lessee shall at its own expense defend any suit
based  upon any such  claim or  demand  (even if such  suit,  claim or demand is
groundless,  false or  fraudulent),  and in handling such it shall not,  without
obtaining  express  advance  permission  from the  General  Counsel  of the Port
Authority,  raise  any  defense  involving  in any way the  jurisdiction  of the
tribunal  over  the  person  of the Port  Authority,  the  immunity  of the Port
Authority,  its Commissioners,  officers,  agents or employees, the governmental
nature of the Port Authority or the provision of any statutes  respecting  suits
against the Port Authority.

SECTION 11.  Ingress and Egress

         The Lessee solely for itself, its officers, employees and such business
invitees  as are at the  premises  in  connection  with the  transaction  of the
regular  business  of the  Lessee,  shall have the right of  ingress  and egress
between the premises and the City streets outside the Facility. Such right shall
be exercised by means of such corridors,  lobbies, public area and pedestrian or
vehicular ways, and by means of such elevators,  escalators or other  facilities
for movement of persons or property, to be used subject to all the provisions of
this  Agreement  and in common with others having rights of passage and movement
within  the  Facility,  as may  from  time  to time be  designated  by the  Port
Authority for the use of the public. The use of any such facility,  way or other
area shall be subject to the rules and  regulations of the Port Authority  which
are now in  effect  or  which  may  hereafter  be  promulgated  for the safe and
efficient  operation  of the  Facility.  The Port  Authority  may,  at any time,
<PAGE>
temporarily or permanently  close,  move, change or limit the use of, or consent
to or request the closing,  moving,  changing or  limitation  of the use of, any
such  facility,  way or any  other  area at or near the  Facility  presently  or
hereafter used as such, so long as a reasonably  comparable means of ingress and
egress as provided  above  remains  available to the Lessee.  The Lessee  hereby
releases and discharges the Port  Authority,  and all  municipalities  and other
governmental  authorities,  and their respective  successors and assigns, of and
from any and all claims,  demands,  or causes of action which the Lessee may now
or at any time hereafter  have against any of the foregoing,  arising or alleged
to arise out of the closing,  changing or limitation of the use of any facility,
way or other area, whether within or outside the Facility.  The Lessee shall not
do or permit  anything to be done which will  interfere with the free access and
passage of others to space  adjacent to the  premises or in any areas,  streets,
ways, facilities and walks near the premises.

SECTION 12.  Construction by the Lessee

         The  Lessee  shall not erect any  structures,  make any  modifications,
alterations,   additions,  improvements,  repairs  or  replacements  or  do  any
construction  work on or to the  premises,  or install any fixtures in or on the
premises (other than trade fixtures,  removable  without injury to the premises)
without  the prior  consent  of the Port  Authority  which  consent  will not be
exercised  arbitrarily,   and  in  the  event  any  construction,   improvement,
alteration,  modification,  addition, repair or replacement is made or done with
or without  such  consent  and unless the  consent of the Port  Authority  shall
expressly provide  otherwise,  the same shall immediately become the property of
the Port  Authority  and the Lessee  shall have no right to change or remove the
same either during the term or at the expiration  thereof.  Notwithstanding  the
foregoing,  immediately  upon notice from the Port  Authority  given at any time
during the  letting,  the Lessee  shall remove or change any of the same made or
done by it without the Port Authority's  consent,  and in the case of any of the
same made or done with the Port Authority's  consent,  the Lessee if so required
by notice from the Port Authority,  shall remove or change the same  immediately
upon the expiration or termination of the letting,  or immediately  upon receipt
of such notice as may be given within sixty (60) days after such  expiration  or
termination provided,  however, that if the Lessee so requests by written notice
given to the Port Authority not earlier than one hundred twenty (120) days prior
to,  nor later than  sixty  (60) days  after the  expiration  of the term of the
letting, the Port Authority within thirty (30) days after receipt of such notice
will  notify  the  Lessee  as to which  construction,  improvement,  alteration,
modification,  repair or  replacement  made by the  Lessee  has to be removed or
changed.   With   respect   to  any   modifications,   additions,   alterations,
improvements,  installations or construction  made or done by the Port Authority
at the request of the Lessee  either prior to or during the term of the letting,
the Lessee  shall have the same  obligations  as provided  above with respect to
that made or done by the Lessee with the Port Authority's consent.

SECTION 13.  Signs

         Except with the prior consent of the Port  Authority,  the Lessee shall
not erect, maintain or display any signs, advertising posters or similar devices
at or on the  exterior  parts of the  premises  or in the  premises  so as to be
visible  through the windows,  glass walls or exterior doors  thereof.  Upon the
expiration or termination of the letting, the Lessee shall remove, obliterate or
paint out, as the Port Authority may direct,  any and all signs and advertising,
posters or similar devices,  and in connection  therewith shall restore the area
affected to the same condition as at the commencement of the letting.
<PAGE>
SECTION 14.  Injury and Damage to Person or Property

         The Port Authority  shall not be liable to the Lessee or others for any
personal injury,  death or property damage from falling material,  water,  rain,
hail,  snow,  gas,  steam,  dampness,   explosion,   smoke,  radiation,   and/or
electricity,  whether  the same may leak into or fall,  issue,  or flow from any
part of the premises or of the Facility,  including without  limitation  thereto
any utility, mechanical, electrical,  communication or other systems therein, or
from any other place or quarter unless said damage, injury or death shall be due
to the  negligent  acts or omissions  of the Port  Authority,  its  employees or
agents.

SECTION 15.  Additional Rent and Charges

         (a)  If  the  Lessee  shall  fail  or  refuse  to  perform  any  of its
obligations  under this Agreement and the applicable cure period has lapsed with
respect thereto, the Port Authority, in addition to all other remedies available
to it,  shall have the right to perform any of the same and the Lessee shall pay
the Port Authority's cost thereof on demand.  If the Port Authority has paid any
sum or sums or has  incurred any  obligations,  expense or cost which the Lessee
has agreed to pay or reimburse the Port  Authority for, or if the Port Authority
is required or elects to pay any sum or sums or incurs any obligations,  expense
or cost by reason of the failure, neglect or refusal of the Lessee to perform or
fulfill any one or more of the conditions,  covenants or agreements contained in
this  Agreement,  or as a result of an act or omission of the Lessee contrary to
the said  conditions,  covenants and agreements,  including any legal expense or
cost in connection with any actions or proceeding  brought by the Port Authority
against the Lessee or by third parties  against the Port  Authority,  the Lessee
agrees to pay the sum or sums so paid or the  expense  and the Port  Authority's
cost so incurred,  including all interest costs, damages and penalties,  and the
same may be added to any  installment of rent  thereafter due hereunder and each
and every part of the same shall be and become  additional rent,  recoverable by
the Port  Authority  in the same  manner  and with like  remedies  as if it were
originally  a part of the  basic  rental  as set  forth in the  Section  of this
Agreement entitled "Basic Rental".

         (b) "Cost" or "costs" of the Port  Authority  in this  Agreement  shall
mean and include (1) payroll costs including but not limited to contributions to
the retirement  system,  or the cost of  participation in other pension plans or
systems, insurance costs, sick leave pay, holiday, vacation,  authorized absence
pay or other  fringe  benefits;  (2) cost of materials  (hereinafter  called the
"Lessee"),  supplies and equipment used (including rental thereof); (3) payments
to contractors; (4) any other direct costs; and (5) 30% of the foregoing.

SECTION 16.  Rights of Entry Reserved

         (a)  The  Port   Authority,   by  its  officers,   employees,   agents,
representatives  and contractors shall have the right at all reasonable times on
two (2) business  days' oral notice,  except in cases of emergency to enter upon
the  premises  for the  purpose  of  inspecting  the  same,  for  observing  the
performance by the Lessee of its obligations  under this Agreement,  and for the
doing of any act or thing which the Port  Authority may be obligated or have the
right to do under this Agreement or otherwise.
<PAGE>
         (b)  Without  limiting  the  generality  of  the  foregoing,  the  Port
Authority, by its officers,  employees,  representatives and contractors,  shall
have the right,  for the  benefit of the Lessee or for the  benefit of others at
the Facility,  to maintain  initially  existing and future utility,  mechanical,
electrical, communication and other systems or portions thereof on the premises,
and to enter upon the  premises at all  reasonable  times to make such  repairs,
alterations and  replacements  as may, in the opinion of the Port Authority,  be
deemed  necessary or advisable  and,  from time to time, to construct or install
over,  in,  under or through  the  premises  new  lines,  pipes,  mains,  wires,
conduits,  equipment and other such; and to use the premises for access to other
portions  of the  Facility  not  otherwise  conveniently  accessible;  provided,
however, that such repair, alteration, replacement, construction or access shall
not unreasonably  interfere with the use of the premises by the Lessee. The Port
Authority shall use reasonable  efforts to minimize the adverse aesthetic impact
of the repairs, alterations, constructions or installations made to the premises
pursuant to this  paragraph  and shall repair any damage to the premises  caused
thereby.

         (c) In the event that any  property of the Lessee  shall  obstruct  the
access of the Port Authority, its employees, agents or contractors to any of the
existing or future  utility,  mechanical,  electrical,  communication  and other
systems and thus shall  interfere with the  inspection,  maintenance,  repair or
modification  of any such  system,  the  Lessee  shall  move  such  property  as
requested  by the Port  Authority,  in order  that the  access may be had to the
system or part thereof for its inspection, maintenance, repair or modification.

         (d) Nothing in this Section  shall or shall be construed to impose upon
the Port  Authority  any  obligations  so to  construct  or  maintain or to make
repairs,  replacements,  alterations or additions, or shall create any liability
for any  failure so to do. The Lessee is and shall be in  exclusive  control and
possession  of the  premises  and the Port  Authority  shall not in any event be
liable for any injury or damage to any property or to any person happening on or
about the premises nor for any injury or damage to any property or to any person
happening  on or about the premises nor for any injury or damage to the premises
nor to any  property  of the Lessee or of any other  person  located  therein or
thereon  (other than those  occasioned by the negligent acts or omissions of the
Port Authority).

         (e) At any time and from time to time during normal business hours upon
reasonable notice within the six (6) months next preceding the expiration of the
letting,  the Port  Authority,  by its  agents  and  employees,  whether  or not
accompanied by prospective  lessees,  occupiers or users of the premises,  shall
have the right to enter  thereon for the purpose of  exhibiting  and viewing all
parts of the same.

         (f) If,  during the last month of the  letting,  the Lessee  shall have
removed all or substantially all of the Lessee's property from the premises, the
Port  Authority may  immediately  enter and alter,  renovate and  redecorate the
premises and change locks on doors in the premises.

         (g) The  exercise  of any or all of the  foregoing  rights  by the Port
Authority or others shall not be or be construed to be an eviction of the Lessee
nor be made the grounds for any  abatement  of rental or any claim or demand for
damages, consequential or otherwise.
<PAGE>
SECTION 17.  Condemnation

         (a) In any action or proceeding instituted by any governmental or other
authorized agency or agencies for the taking for a public use of any interest in
all or any  part of the  premises,  or in  case  of any  deed,  lease  or  other
conveyance  in lieu  thereof  (all of which are in this  Section  referred to as
"taking or conveyance")  the Lessee shall not be entitled to assert any claim to
any  compensation,  award or part thereof made or to be made therein or therefor
or any claim to any  consideration  or rental or any part thereof paid therefor,
or to institute  any action or  proceeding  or to assert any claim  against such
agency or agencies or against the Port  Authority  for or on account of any such
taking  or  conveyance,  except  for the  possible  claim to an award  for trade
fixtures  owned and  installed  by the Lessee,  it being  understood  and agreed
between  the Port  Authority  and the Lessee  that the Port  Authority  shall be
entitled  to all the  compensation  or awards made or to be made or paid and all
such  consideration  or rentals,  free of any claim or right of the  Lessee.  No
taking by or delivery to any  governmental  authority  under this  paragraph (a)
shall be or be construed to be an eviction of the Lessee or be the basis for any
claim by the Lessee for damages, consequential or otherwise.

         (b) In the event of a taking or  conveyance  of the entire  premises by
any governmental or other authorized agency or agencies,  then the letting under
this Agreement shall, as of the date possession is taken from the Port Authority
by such agency or agencies,  cease and determine in the same manner and with the
same effect as if the term of the letting had on that date expired.

         (c) In the event of a taking or conveyance by any governmental or other
authorized  agency or agencies of a part of the premises  then the letting as to
such part only shall, as of the date  possession  thereof be taken from the Port
Authority  by such  agency or  agencies,  cease and  determine,  and the  rental
thereafter  to be paid by the  Lessee to the Port  Authority  shall be abated as
provided in the Section of this  Agreement  entitled  "Abatement of Rental" from
and after the date of such taking or conveyance.

         (d) In the event that the taking or  conveyance  or the delivery by the
Lessee or taking by the Port Authority pursuant to Section 41 covers twenty-five
per cent (25%) or more of the total usable area of the premises, then the Lessee
and the Port  Authority  shall each have an option  exercisable  by notice given
within ten (10) days after such taking or  conveyance,  to terminate the letting
hereunder,  as of the  date  of such  taking,  and  such  termination  shall  be
effective  as if the date of such taking were the  original  date of  expiration
hereof.

SECTION 18.   Abatement of Rental

         (a) In the event that the Lessee  shall at any time become  entitled to
an abatement of rent, the basic rental set forth in the Section of the Agreement
entitled  "Basic  Rental"  shall be abated for the period  the  abatement  is in
effect by the same  percentage that the area of the part of the premises the use
of which is denied to the Lessee is of the total area of the premises.

         (b) For the  purposes  of this  Section,  the  number  of  square  feet
contained  in the  premises or parts  thereof  shall be computed as follows:  By
measuring  from the inside surface of outer building walls to the surface of the
public area side, or of the non-exclusive area side, as the case may require, of
<PAGE>
all partitions separating the space measured from adjoining areas designated for
the use of the public or for use by the Lessee in common with others, and to the
center  of  partitions  separating  the  space  measured  from  adjoining  space
exclusively used by others;  no deduction will be made for columns,  partitions,
pilasters or  projections  necessary to the  building and  contained  within the
space  measured.   Permanent  partitions  enclosing  elevator  shafts,   stairs,
fire-towers, vents, pipe-shafts,  meter-closets,  flues, stacks and any vertical
shafts have the same relation to the space measured as do outer building walls.

         (c) In the  event  that  during  the  term of the  letting  under  this
Agreement  the Lessee shall be partially  evicted and shall remain in possession
of the premises or the balance thereof,  the Lessee agrees that  notwithstanding
it might  have the right to suspend  payment of the rent in the  absence of this
provision,  it agrees to pay and will pay at the times and in the manner  herein
provided,  the full rent  reserved  less only an abatement  thereof  computed in
accordance with the above.

SECTION 19.  Assignment and Sublease

         (a) The Lessee shall not assign, sell, convey,  transfer,  mortgage, or
pledge this Agreement or any part thereof,  or any rights created thereby or the
letting,  or any part  thereof,  without the prior  written  consent of the Port
Authority.

         (b) The  Lessee  shall not sublet the  premises,  or any part  thereof,
without the prior written consent of the Port Authority.

         (c)  If the  Lessee  assigns,  sells,  conveys,  transfers,  mortgages,
pledges or sublets in violation of  paragraphs  (a) or (b) of this Section or if
the premises are occupied by anybody other than the Lessee,  the Port  Authority
may collect  rent from any  assignee,  sublessee or anyone who claims a right to
this Agreement or letting or who occupies the premises,  and shall apply the net
amount  collected to the base rental  herein  reserved;  and no such  collection
shall be deemed a waiver by the Port  Authority  of the  covenants  contained in
paragraphs  (a) and (b) of this Section nor any acceptance by the Port Authority
of any such assignee,  sublessee,  claimant or occupant as Lessee, nor a release
of the Lessee by the Port Authority  from the further  performance by the Lessee
of the covenants contained herein. The granting of consent by the Port Authority
to any  assignment or  subletting  shall not be deemed to operate as a waiver of
the  requirement  for obtaining  the express  prior written  consent of the Port
Authority to any other or subsequent assignment or subletting.

         (d) The Lessee shall not use, or permit any person to use, the premises
or any portion thereof, except for the purposes set forth in the Section of this
Agreement entitled "Rights of User by the Lessee."

SECTION 20.  Termination

         (a) If any one or more of the following events shall occur,  that is to
say:

                  (1) The Lessee shall take the benefit of any present or future
         insolvency  statute, or shall make a general assignment for the benefit
         of creditors,  or file a voluntary petition in bankruptcy or a petition
         or  answer  seeking  an  arrangement  or  its   reorganization  of  the
         readjustment of its indebtedness  under the federal  bankruptcy laws or
         under any other law or  statute  of the  United  States or of any State
         thereof,  or consent to the  appointment  of a  receiver,  trustee,  or
         liquidator of all or substantially all its property; or
<PAGE>
                  (2) By order or decree of a court the Lessee shall be adjudged
         bankrupt or an order shall be made approving a petition filed by any of
         the  creditors  or,  if  the  Lessee  is a  corporation,  by any of the
         stockholders  of  the  Lessee,   seeking  its   reorganization  or  the
         readjustment of its indebtedness  under the federal  bankruptcy laws or
         under any law or statute of the United States or of any State  thereof;
         or

                  (3) A petition under any part of the federal  bankruptcy  laws
         or an action  under any  present  or future  insolvency  law or statute
         shall be filed  against  the Lessee and shall not be  dismissed  within
         thirty (30) days after the filing thereof; or

                  (4) The  letting  hereunder  or the  interest or estate of the
         Lessee under this Agreement shall be transferred to, pass to or devolve
         upon,  by  operation of law or  otherwise,  any other  person,  firm or
         corporation; or

                  (5) The Lessee,  if a  corporation,  shall,  without the prior
         consent of the Port Authority, become a possessor or merged corporation
         in  a  merger,  a  constituent  corporation  in a  consolidation,  or a
         corporation in dissolution; or

                  (6) The  Lessee  is a  partnership,  and the said  partnership
         shall be dissolved as the result of any act or omission of its partners
         or any of them,  or by  operation  of law or the order or decree of any
         court having jurisdiction, or for any other reason whatsoever; or

                  (7) By or pursuant to, or under  authority of any  legislative
         act,  resolution  or rule,  or any  order  or  decree  of any  court or
         governmental  board,  agency  or  officer,  a  receiver,   trustee,  or
         liquidator shall take possession or control of all or substantially all
         the property of the Lessee,  or any  execution or  attachment  shall be
         issued against the Lessee or any of its property,  whereupon possession
         of the premises  shall be taken by someone  other than the Lessee,  and
         any such possession or control shall continue in effect for a period of
         thirty (30) days; or

                  (8)  Any  lien  against  the  premises  because  of any act or
         omission of the Lessee and is not removed or bonded  within thirty (30)
         days; or

                  (9) The Lessee shall voluntarily  abandon,  desert,  vacate or
         discontinue  its  operations in the premises,  or, after  exhausting or
         abandoning any right of further  appeal,  the Lessee shall be prevented
         for a period of ninety (90) days by action of any  governmental  agency
         from conducting its operations on the premises, regardless of the fault
         of the Lessee;  or the Lessee shall fail to take occupancy and commence
         operations within forty-five (45) days after the commencement date; or

                  (10) The  Lessee  shall  fail duly and  punctually  to pay the
         rentals or to make any other payment required hereunder when due to the
         Port Authority after notice; or
<PAGE>
                  (11) The Lessee  shall fail to keep,  perform and observe each
         and every  other  promise,  covenant  and  agreement  set forth in this
         Agreement on its part to be kept, performed, or observed, within twenty
         (20) days after receipt of notice of default  thereunder  from the Port
         Authority (except where fulfillment of its obligation requires activity
         over a period of time,  and the Lessee shall have  commenced to perform
         whatever  may be required for  fulfillment,  within ten (10) days after
         receipt of notice and continues such performance  without  interruption
         except for causes beyond its reasonable control); or

                  (12) If this  Agreement  shall  require a guarantor  of one or
         more of the Lessee's  obligations  under this  Agreement and any of the
         events  described  in  subparagraphs  (1),  (2), (3) or (7) above shall
         occur to or with  respect to the  guarantor  (whether or not they shall
         also occur to or with respect to the Lessee);

then upon the occurrence of any such event or at any time thereafter  during the
continuance  thereof,  the Port Authority may by five (5) days' notice terminate
the letting,  such  termination  to be effective upon the date specified in such
notice.  Such right of termination and the exercise thereof shall be and operate
as a conditional limitation.

         (b) If any of the events  enumerated  in paragraph  (a) of this Section
shall occur prior to the  commencement  of the letting,  the Lessee shall not be
entitled to enter into  possession of the premises and the Port  Authority  upon
the  occurrence  of  any  such  event  or at  any  time  thereafter  during  the
continuance  thereof by two (2) business  days notice may cancel the interest of
the Lessee under this Agreement, such cancellation to be effective upon the date
specified in such notice.

         (c) No acceptance by the Port  Authority of rentals,  fees,  charges or
other  payments in whole or in part for any period or periods after a default in
any of the terms, covenants and conditions to be performed,  kept or observed by
the  Lessee  shall  be  deemed  a  waiver  of any  right on the part of the Port
Authority to terminate the letting.

         (d) No waiver by the Port  Authority  of any default on the part of the
Lessee in performance of any of the terms,  covenants or conditions hereof to be
performed,  kept or  observed  by the Lessee  shall be or be  construed  to be a
waiver by the Port Authority of any other  subsequent  default in performance of
any of the said terms, covenants and conditions.

         (e) The rights of termination  described  above shall be in addition to
any other rights of  termination  provided in this  Agreement and in addition to
any rights and remedies that the Port  Authority  would have at law or in equity
consequent upon any breach of this Agreement by the Lessee,  and the exercise by
the Port Authority of any right of termination shall be without prejudice to any
other such rights and remedies.

         (f) The Lessee shall not  interpose  any  counterclaims  in any summary
proceeding or action for  non-payment of rental which may be brought by the Port
Authority unless such counterclaim,  if not interposed,  would be unavailable to
the Lessee in a separate proceeding.
<PAGE>
SECTION 21.  Right of Re-entry

         The Port Authority shall, as an additional  remedy upon the giving of a
notice of  termination  as provided in the  Section of this  Agreement  entitled
"Termination,"  have the right to re-enter  the  premises and every part thereof
upon the effective date of termination  without  further notice of any kind, and
may regain and resume  possession  either  with or without  the  institution  of
summary or any other legal proceedings or otherwise. Such re-entry, or regaining
or resumption of possession,  however,  shall not in any manner affect, alter or
diminish any of the obligations of the Lessee under this Agreement, and shall in
no event constitute an acceptance of surrender.

SECTION 22.  Survival of the Obligations of the Lessee

         (a) In the  event  that the  letting  shall  have  been  terminated  in
accordance  with a notice of  termination  as  provided  in the  Section of this
Agreement  entitled  "Termination,"  or  the  interest  of the  Lessee  canceled
pursuant  thereto,  or in the  event  that the Port  Authority  has  re-entered,
regained or resumed possession of the premises in accordance with the provisions
of the  Section  of  this  Agreement  entitled  "Right  of  Re-entry,"  all  the
obligations of the Lessee under this Agreement shall survive such termination or
cancellation,  re-entry,  regaining or resumption of possession and shall remain
in full force and effect for the full term of this Agreement,  and the amount or
amounts  of  damages  or  deficiency  shall  become  due  and  payable,  as more
specifically  stated in paragraph (b) below,  to the Port  Authority to the same
extent,  at the same time or times and in the same manner as if no  termination,
cancellation, re-entry, regaining or resumption of possession has taken place.

         (b) Immediately  upon any  termination or cancellation  pursuant to the
Section  of  this  Agreement  entitled  "Termination,"  or  upon  any  re-entry,
regaining or resumption  of  possession  in accordance  with the Section of this
Agreement  entitled  "Right of Re-entry,"  there shall become due and payable by
the Lessee to the Port  Authority,  in addition to rental  accrued  prior to the
effective date of termination,  without notice or demand and as damages, the sum
of the following:

                  (1)  subject to the  provisions  of  paragraph  (c) below,  an
         amount equal to the then present value of all basic rental provided for
         in this Agreement for the entire term,  following the effective date of
         termination  as  originally  fixed  in the  Section  of this  Agreement
         entitled  "Term" less the amount  thereof  which may have been actually
         paid by the Lessee;

                  (2) the amount of all other unfulfilled  monetary  obligations
         of the  Lessee  under  this  Agreement,  including  without  limitation
         thereto, all sums constituting additional rental hereunder and the cost
         to  and  expenses  of the  Port  Authority  for  fulfilling  all  other
         obligations  of the Lessee which would have  accrued or matured  during
         the balance of the term or on the expiration date  originally  fixed or
         within a stated time after expiration or termination; and

                  (3) an  amount  equal to the cost to and the  expenses  of the
         Port  Authority  in  connection  with  the  termination,  cancellation,
         regaining possession and restoring and reletting the premises, the Port
         Authority's  legal expenses and cost, and the Port Authority's cost and
         expenses for the care and maintenance of the premises during any period
         of vacancy,  and any brokerage fees and  commissions in connection with
         any reletting.
<PAGE>
         (c) The Port  Authority  may at any time bring an action to recover all
the damages as set forth above not previously  recovered in separate actions, or
it may  bring  separate  actions  to  recover  the  items  of  damages  forth in
subparagraphs   (2)  and  (3)  of  paragraph  (b)  above  and  separate  actions
periodically  to recover  from time to time only such portion of the damages set
forth in subparagraph (1) of paragraph (b) above as would have accrued as rental
up to the time of the action if there had been no termination  or  cancellation.
In any such action the Lessee  shall be allowed a credit  against  its  survived
damages  obligations  equal to the amounts which the Port  Authority  shall have
actually received from any tenant, licensee,  permittee or other occupier of the
premises or a part thereof  during the period for which damages are sought,  and
if recovery is sought for a period subsequent to the date of such a credit equal
to the market  rental value of the premises  during such period  (discounted  to
reflect the then present value thereof).  If at the time of such action the Port
Authority has relet the premises,  the rental for the premises  obtained through
such reletting  shall be deemed to be the market rental value of the premises or
be deemed to be the basis for  computing  such market  rental value if less than
the entire  premises  were relet.  In no event  shall any credit  allowed to the
Lessee  against its damages for any period  exceed the then present value of the
basic  rental  which would have been payable  under this  Agreement  during such
period if a termination  or  cancellation  had not taken place.  In  determining
present value of rental an interest rate of 4% per annum shall be used.

SECTION 23.  Reletting by the Port Authority

         The Port Authority,  upon  termination or cancellation  pursuant to the
Section  of  this  Agreement  entitled  "Termination,"  or  upon  any  re-entry,
regaining or resumption of possession  pursuant to the Section of this Agreement
entitled  "Right of Re-entry," may occupy the premises or may relet the premises
and shall have the right to permit any person, firm or corporation to enter upon
the premises and use the same. The Port Authority may grant free rental or other
concessions  and such  reletting  may be of part only of the  premises or of the
premises or a part thereof  together with other space,  and for a period of time
the same as or different from the balance of the term hereunder  remaining,  and
on terms and conditions and for purposes the same as or different from those set
forth in this  Agreement.  The Port Authority  shall also,  upon  termination or
cancellation  pursuant to the Section of this Agreement entitled  "Termination,"
or upon its re-entry,  regaining or  resumption  of  possession  pursuant to the
Section of this Agreement entitled "Right of Re-entry," have the right to repair
or to make structural or other changes in the premises,  including changes which
alter the character of the premises and the suitability thereof for the purposes
of the Lessee under this Agreement,  without affecting,  altering or diminishing
the obligations of the Lessee hereunder. In the event either of any reletting or
of any actual use and occupancy by the Port Authority (the mere right to use and
occupy not being  sufficient  however) there shall be credited to the account of
the Lessee against its survived  obligations  hereunder any net amount remaining
after  deducting from the amount  actually  received from any lessee,  licensee,
permittee  or  other  occupier  as the  rental  or fee for  the use of the  said
premises  or portion  thereof  during the  balance of the letting as the same is
originally  stated in this Agreement,  or from the market value of the occupancy
of such  portion of the  premises as the Port  Authority  may during such period
actually use and occupy, all expenses,  costs and disbursements incurred or paid
by the Port Authority in connection therewith. No such reletting or such use and
occupancy shall be or be construed to be an acceptance of a surrender.
<PAGE>
SECTION 24.  Waiver of Redemption

         The Lessee hereby waives any and all rights of  redemption,  granted by
or under any  present  or future  law,  arising  in the event it is  evicted  or
dispossessed  for any  cause,  or in the event  the Port  Authority  obtains  or
retains possession of the premises in any lawful manner.

SECTION 25.  Remedies and Suits Against the Lessee

         All remedies  provided in this Agreement shall be deemed cumulative and
additional  and not in lieu of or exclusive of each other or of any other remedy
available to the Port Authority at law or in equity. In the event of a breach or
threatened breach by the Lessee of any term, covenant, condition or provision of
this  Agreement,  the Port Authority  shall have the right of injunction and the
right to invoke any other remedy allowed by law or in equity as if  termination,
re-entry,  summary proceedings and any other specific remedies including without
limitation thereto, indemnity and reimbursement,  were not mentioned herein, and
neither the mention  thereof nor the  pursuance or exercise or failure to pursue
or exercise any right or remedy shall  preclude the pursuance or exercise of any
other right or remedy.

SECTION 26.  Surrender

         (a) The Lessee  covenants and agrees to yield and deliver  peaceably to
the Port  Authority  possession  of the premises on the date of the cessation of
the letting, whether such cessation be by termination,  expiration or otherwise,
promptly  and in the  same  condition  as at the time the  Lessee  entered  into
possession,  such  reasonable  wear excepted as would not  materially  adversely
affect or interfere with the efficient and proper utilization of the premises or
any part thereof.

         (b) Unless the same are required for the  performance  by the Lessee of
its  obligations  hereunder,  the Lessee shall have the right at any time during
the letting to remove from the  premises,  and, on or before the  expiration  or
earlier  termination of the letting,  shall so remove its  equipment,  removable
fixtures and other  personal  property,  and all  property of third  persons for
which it is  responsible,  repairing all damages caused by such removal.  If the
Lessee  shall  fail to remove  such  property  on or before the  termination  or
expiration of the letting,  the Port  Authority  shall have the same rights with
respect to such property as it has in the event of casualty under Section 9(d).

SECTION 27.  Acceptance of Surrender of Lease

         No  agreement  of  surrender  or to accept a  surrender  shall be valid
unless and until the same shall have been  reduced to writing  and signed by the
duly authorized  representatives of the Port Authority and of the Lessee. Except
as expressly provided in this Section, neither the doing of, nor any omission to
do, any act or thing,  by any of the  officers,  agents or employees of the Port
Authority,  shall be deemed an  acceptance  of a surrender  of the letting or of
this Agreement.  Without  limiting the foregoing,  no employee or officer of the
Port  Authority  shall be authorized to accept the keys of the premises prior to
the  expiration  date of the letting as fixed in the  Section of this  Agreement
entitled  "Term" and no delivery of the keys by the Lessee  shall  constitute  a
termination of this Agreement or acceptance of surrender.
<PAGE>
SECTION 28.  Brokerage

         The Lessee represents and warrants that it has not dealt or had contact
with any  broker  in  connection  with the  negotiation  and  execution  of this
Agreement or the letting hereunder except CB Commercial Real Estate Group, Inc.,
a Delaware  corporation  having an office and place of business at 560 Lexington
Avenue,  New York,  New York 10022 and that the Lessee has no  knowledge  of any
broker who is or may be  entitled to be paid a  commission  in  connection  with
negotiation and execution of this Agreement or the letting  hereunder  except CB
Commercial Real Estate Group, Inc. The Lessee shall indemnify the Port Authority
and save it harmless of and from any and all claims for  commission or brokerage
made by any and all firms or  corporations  whatsoever with which the Lessee has
dealt or had contact with for services in connection  with the  negotiation  and
execution  of this  Agreement  or in  connection  with any  letting of the space
referred to herein to the Lessee, including without limitation thereto any claim
of Richard L. Ellis Associates, Ltd., whether made pursuant to the provisions of
that  certain  agreement  between  the  Port  Authority  and  Richard  L.  Ellis
Associates,  Ltd.,  dated as of September 3, 1990, or otherwise,  excluding only
the claim of CB Commercial Real Estate Group,  Inc., if the latter said claim is
made in accordance  with the terms of an agreement  between CB  Commercial  Real
Estate Group,  Inc.,  and the Port  Authority  made as of February 29, 1996. The
Port  Authority  represents  that the aforesaid  agreement is the sole agreement
between the Port  Authority and CB  Commercial  Real Estate  Group,  Inc.,  with
respect to this Agreement and the letting hereunder.

SECTION 29.  Notices

         (a) Notices,  requests,  permissions,  consents and approvals  given or
required to be given to or by either  party under this  Agreement,  shall not be
effective  unless they are given in writing,  and all such  notices and requests
shall be (i) personally  delivered to the party or a duly designated  officer or
representative  of such party;  or (ii)  delivered  to the office of such party,
officer or  representative  during regular business hours, or (iii) delivered to
the residence of such party,  officer or representative;  or (iv) if directed to
the Lessee,  delivered  at the  premises at any time;  or (v)  forwarded to such
party,  officer  or  representative  at  the  office  or  residence  address  by
registered or certified  mail.  The Lessee shall  designate an office within the
Port of New York District and an officer or  representative  whose regular place
of business is at such office.  Until further notice,  the Port Authority hereby
designates its Executive Director, and the Lessee designates the person named as
representative  on the  first  page  hereof  as  their  respective  officers  or
representatives  upon whom  notices  and  requests  may be served,  and the Port
Authority  designates  its office at One World Trade Center,  New York, New York
10048,  and the Lessee  designates its office at its address stated on the first
page  hereof,  as their  respective  offices  where  notices and requests may be
served.

         (b) If any notice is mailed or  delivered,  the  giving of such  notice
shall be complete upon receipt,  or, in the event of a refusal by the addressee,
upon the  first  tender  of the  notice  to the  addressee  or at the  permitted
address. If any notice is sent by telegraph,  the giving of such notice shall be
complete upon receipt or, in the event of a refusal by the  addressee,  upon the
first tender of the notice by the  telegraph  company to the addressee or at the
address thereof.
<PAGE>
SECTION 30. Payments

         (a) All  payments  required  by the Lessee by this  Agreement  shall be
mailed to the Port Authority of New York and New Jersey,  PO Box 17309,  Newark,
New  Jersey  07194,  or to such other  officer or address as may be  substituted
therefor.

         (b) No payment by the  Lessee or  receipt  by the Port  Authority  of a
lesser rental amount than that which is due and payable under the  provisions of
this  Agreement at the time of such  payment  shall be deemed to be other than a
payment on account of the earliest rental then due, nor shall any endorsement or
statement  on any check or in any  letter  accompanying  any check or payment be
deemed an accord and satisfaction,  and the Port Authority may accept such check
or payment  without  prejudicing  in any way its right to recover the balance of
such rental or to pursue any other remedy provided in this Agreement or by law.

SECTION 31.  Subordination

         This  Agreement and the letting  hereunder are and shall be subject and
subordinate to all mortgages  which may now or hereafter  affect the premises or
the Facility, and to all renewals, modifications,  consolidations,  replacements
and  extensions  thereof,  and although the  provisions of this Section shall be
deemed to be  self-operating  and effective for all purposes without any further
instrument  on the part of the Lessee,  the Lessee  shall  execute on demand and
without expense to the Port Authority such further  instruments  confirmatory of
the provisions of this Section as the Port Authority may request.

SECTION 32.  Quiet Enjoyment

         The Lessee,  upon  paying all  rentals  hereunder  and  performing  all
covenants,  conditions  and  provisions  of  this  Agreement  on its  part to be
performed, shall and may peaceable and quietly have, hold and enjoy the premises
free of any act or acts of the  Port  Authority  or any  successor  landlord  or
anyone  claiming  superior  title through the Port  Authority or such  successor
landlord,  except as expressly  provided in this Agreement,  it being understood
and agreed that the Port  Authority's  liability  hereunder shall obtain only so
long as it remains the owner of the  building of which the  premises are a part.
Nothing  herein shall be deemed to limit or affect in any way the  provisions of
Section 31 hereof.

SECTION 33.  Non-Liability of Individuals

         Neither the  Commissioners  of the Port  Authority nor the directors of
the  Lessee,  nor any of them,  nor any  officer,  agent or employee of the Port
Authority or of the Lessee, shall be charged personally by any party hereto with
any  liability,  or be held liable to any such party under any term or provision
of this Agreement, or because of its execution or attempted execution or because
of any breach thereof.

SECTION 34.  Headings

         The section headings and the paragraph  headings,  if any, are inserted
only as a matter of convenience and for reference and in no way define, limit or
describe the scope or intent of any provision hereof.
<PAGE>
SECTION 35.  Construction and Application of Terms

         (a) Wherever in this Agreement a third person  singular  neuter pronoun
or  adjective  is used  referring  to the  Lessee,  the same  shall be taken and
understood  to refer to the Lessee,  regardless  of the actual  gender or number
thereof.

         (b) Whenever in this Agreement the Lessee is placed under an obligation
or  covenants  to do or to  refrain  from or is  prohibited  form  doing,  or is
entitled or privileged to do, any act or thing, the following shall apply:

                  (1) If the Lessee is a corporation,  its obligations  shall be
         performed or its rights or  privileges  shall be exercised  only by its
         officer and employees; or

                  (2)  If  the  Lessee  is an  unincorporated  association  or a
         business or "Massachusetts"  trust, the obligation shall be that of its
         members or trustees,  as well as of itself, and shall be performed only
         by its members or trustees,  and officers and employees,  and the right
         or privilege  shall be exercised  only by its members or trustees,  and
         its officers and employees; or

                  (3) If the Lessee is a partnership,  the  obligation  shall be
         that of its partners  and shall be  performed  only by its partners and
         employees and the rights or privileges  shall be exercised  only by its
         partners and employees; or

                  (4) If the Lessee is an individual,  the obligations  shall be
         that of himself (or herself) and shall be performed only by himself (or
         herself) and his (or her) employees and the right or privilege shall be
         exercised only by himself (or herself) and his (or her) employees.

                  (5) None of the  provisions  of this  paragraph  (b)  shall be
         taken to alter,  amend or diminish any obligation of the Lessee assumed
         in  relation  to  its  invitees,  customers,  agents,  representatives,
         contractors or other persons, firms or corporations doing business with
         it.

         (c) If more than one  individual  or other  legal  entity is the Lessee
under this Agreement,  each and every  obligation  hereof shall be the joint and
several obligation of each such individual or other legal entity.

         (d) Unless otherwise  stated in the Section of this Agreement  entitled
"Rights of User by the Lessee," the rights of user thereby granted to the Lessee
with respect to the  premises  shall be exercised by the Lessee only for its own
account and,  without  limiting the  generality of the  foregoing,  shall not be
exercised  as agent,  representative,  factor,  broker,  forwarder,  bailee,  or
consignee without legal title to the subject matter of the consignment.

         (e)  The  Lessee's  representative,   hereinbefore  specified  in  this
Agreement (or such substitute as the Lessee may hereafter designate in writing),
shall  have  full  authority  to act for the  Lessee  in  connection  with  this
Agreement  and any things  done or to be done  hereunder,  and to execute on the
Lessee's behalf any amendments or supplements to this Agreement or any extension
thereof.
<PAGE>
         (f) This  Agreement  does  not  constitute  the  Lessee,  the  agent or
representative of the Port Authority for any purpose whatsoever.

         (g) All  designations  of time  herein  contained  shall  refer  to the
time-system then officially in effect in the  municipality  wherein the premises
are located.

         (h) No  greater  rights or  privileges  with  respect to the use of the
premises  or any part  thereof or with  respect to the  Facility  are granted or
intended  to be  granted to the Lessee by this  Agreement,  or by any  provision
thereof, than the rights and privileges expressly granted hereby.

SECTION 36.  Definitions

         The  following  terms,  when  used in this  Agreement,  shall  have the
respective meanings given below.

         (a)  "Letting"  shall mean the  letting  under this  Agreement  for the
original term stated herein,  and shall include any extensions thereof which may
be made pursuant to the provisions of this Agreement, or otherwise.

         (b) "World Trade Center" or "Facility"  shall mean the building complex
to be  constructed  by the Port  Authority  within  the area in the  Borough  of
Manhattan,  City,  County and State of New York,  bounded  generally by the east
side of Church  Street on the east,  the south  side of  Liberty  Street and the
south side of Liberty  Street  extended  on the south,  the Hudson  River on the
west, and on the north by a line beginning at the point of  intersection  of the
Hudson  River and the north side of Vesey  Street  extended,  running  along the
north side of Vesey  Street  extended  and the north side of Vesey Street to the
west side of Washington Street, then along the west side of Washington Street to
the north side of Barclay Street, then along the north side of Barclay Street to
the east side of West Broadway, then along the east side of West Broadway to the
north side of Vesey  Street,  then  along the north side of Vesey  Street to the
east side of Church Street, together with such additional contiguous area as may
be agreed upon from time to time between the Port Authority and the said City of
New York;

         (c) The phrase  "utility,  mechanical,  electrical,  communication  and
other  systems"  shall  mean  and  include  (without   limitation  thereto)  the
following:   machinery,   engines,  dynamos,  boilers,  elevators,   escalators,
incinerators and incinerator flues, systems for the supply of fuel, electricity,
water, gas and steam, plumbing, heating, sewerage,  drainage,  ventilating,  air
conditioning, communications, fire-alarm, fire-protection, sprinkler, telephone,
telegraph and other systems,  fire hydrants,  fire hoses,  and their  respective
wires, mains, conduits, lines, tubes, pipes, equipment, motors, cables, fixtures
and other equipment.

         (d) "Causes or  conditions  beyond the control of the Port  Authority,"
shall mean and include acts of God, the  elements,  weather  conditions,  tides,
earthquakes,  settlements,  fire, acts of governmental  authority other than the
Port  Authority,  its  affiliates  or  subsidiaries,  war,  shortage of labor or
materials,   acts  of  third  parties  for  which  the  Port  Authority  is  not
responsible,   injunctions,   strikes,  boycotts,  picketing,   slowdowns,  work
stoppages,  labor  troubles  or  disputes  of every  kind  (including  all those
<PAGE>
affecting the Port Authority,  its contractors,  suppliers or subcontractors) or
any other condition or  circumstances,  whether similar to or different from the
foregoing (it being agreed that the foregoing  enumeration shall not limit or be
characteristic of such conditions or circumstances)  which is beyond the control
of the Port  Authority or which could not be prevented or remedied by reasonable
effort and at reasonable expense.

         (e) "Holidays" or "legal holidays" shall mean and include the following
days of each  year:  the first day of  January,  known as New  Year's  day;  the
twelfth  day of  February,  known as  Lincoln's  birthday;  the third  Monday in
February,  known as  Washington's  birthday;  the last  Monday in May,  known as
Memorial  day;  the fourth day of July,  known as  Independence  day;  the first
Monday in September,  known as Labor day; the second Monday in October, known as
Columbus day; the fourth Monday in October,  known as Veterans'  day; the fourth
Thursday in November,  known as Thanksgiving  day; and the  twenty-fifth  day of
December,  known as Christmas  day; and if any of such days is Sunday,  the next
day thereafter; and each general Election day in the State of New York; and such
other or different days or dates as are declared  "holidays" or "legal holidays"
under the laws of the State of New York or as may hereafter be so declared.

         (f)  "Normal  business  hours,"  shall mean 8:00  o'clock A. M. to 6:00
o'clock P. M. Mondays to Fridays inclusive, legal holidays excepted.

[SECTION 37 intentionally deleted]

[SECTION 38 intentionally deleted]

SECTION 39.  Force Majeure

         (a) The Port  Authority  shall not be liable for any failure,  delay or
interruption in performing its obligations hereunder due to causes or conditions
beyond the control of the Port Authority.  Further, the Port Authority shall not
be liable unless the failure, delay or interruption shall result from failure on
the part of the Port Authority to use  reasonable  care to prevent or reasonable
efforts to cure such failure, delay or interruption.

         (b) No abatement,  diminution or reduction of the rent or other charges
payable  by the  Lessee,  shall be  claimed  by or allowed to the Lessee for any
inconvenience, interruption, cessation or loss of business or other loss caused,
directly or  indirectly,  by any  present or future  laws,  rules,  requirement,
orders,  directions,  ordinances or regulations of the United States of America,
or of  the  state,  county  or  city  governments,  or of any  other  municipal,
governmental  or lawful  authority  whatsoever,  or by priorities,  rationing or
curtailment  of labor or materials,  or by war or any matter or thing  resulting
therefrom,  or by any other  cause or  condition  beyond the control of the Port
Authority,  nor  shall  this  Agreement  be  affected  by  any  such  causes  or
conditions.

SECTION 40.  Premises

         (a)  The  Lessee   acknowledges   that  it  has  not  relied  upon  any
representation  or  statement  of  the  Port  Authority  or  its  Commissioners,
officers,  employees  or agents as to the  suitability  of the  premises for the
operations  permitted on the premises by this  Agreement.  Without  limiting any
obligation of the Lessee to commence operations hereunder at the time and in the
manner stated elsewhere in this Agreement,  the Lessee agrees that no portion of
the premises  will be used  initially or at any time during the letting which is
<PAGE>
in a condition  unsafe or improper  for the conduct of the  Lessee's  operations
hereunder so that there is  possibility of injury or damage to life or property.
For all purposes of this Agreement the premises hereunder  (notwithstanding  any
statement  elsewhere in this  Agreement of any rule for the  measurement  of the
area thereof)  shall be deemed to include all of the enclosing  partitions,  and
the adjacent  exterior  building  walls and glass to and  including the exterior
surface thereof.

         (b) The Port Authority may by written authorization allow the Lessee to
enter into the  possession  of the premises  prior to the date  specified in the
Section of this Agreement entitled "Term" as the commencement of the term of the
letting,  solely for the purpose of moving personal  property of the Lessee into
the premises and of  installing  fixtures.  If the Lessee  receives such written
authorization,  the Lessee shall use and occupy the premises in accordance  with
and  subject to all the terms,  covenants,  conditions  and  provisions  of this
Agreement  other than those  relating  to payment of rent and rights of user and
except as may be expressly provided otherwise by the written authorization.

SECTION 41.  Governmental Compliance

         In the event that all or any portion of the premises is required by the
Port  Authority  to comply with any present or future  governmental  law,  rule,
regulation,  requirement,  order or direction, the Port Authority shall give the
Lessee  notice that all or any such  portion of the  premises is so required and
the Lessee shall  deliver all or any such portion of the premises so required on
the date  specified  in such  notice  and, if the Lessee does not so deliver the
Port  Authority  may take the same.  No such taking or  delivery  shall be or be
construed to be an eviction of the Lessee or a breach of this Agreement.  In the
event that the Lessee has received a notice  hereunder  it shall  deliver all or
any such  portion of the  premises  so required  in the same  condition  as that
required  hereunder  for the  delivery of the  premises on the  cessation of the
letting.  In the  event of the  taking or  delivery  of all the  premises,  this
Agreement and the letting hereunder shall on the day of such talking or delivery
cease and expire as if that day were the date,  originally stated herein for the
expiration of this Agreement; and, in the event of the taking or delivery of any
portion of the  premises,  then,  from and after such taking or  delivery,  such
portion of the  premises  shall  cease to be a part of the  premises  hereunder.
There  shall be an  abatement  of the rental in the event of any such  taking or
delivery  of a portion  of the  premises  as  provided  in the  Section  of this
Agreement entitled "Abatement of Rental".

SECTION 42.  Services and Utilities

         (a) Subject to all the terms and provisions of this Agreement, the Port
Authority will furnish without additional charge to the Lessee the following:

                  (1) Heat,  ventilation  and air  cooling  to  maintain  in the
         premises an even and  comfortable  working  temperature  during  normal
         business hours;

                  (2) To the  extent  that  the  Lessee's  consumption  does not
         exceed the  capacity  of feeders,  risers or wiring in the  premises or
         Facility,  electricity,  during normal  business  hours,  in reasonable
         quantities solely for illumination, by which is meant the energizing of
         fluorescent  and  incandescent  bulbs  (to be  supplied,  paid  for and
         installed by the Lessee),  and for the  operation of such  machines and
         equipment as are  customarily  used in businesses of types set forth in
         Section 3; and
<PAGE>
         (b) Unless the premises  contain  toilet and washroom  facilities,  the
Port Authority shall,  without additional charge,  furnish  non-exclusive toilet
and washroom facilities for the employees of the Lessee.

         (c) The Port Authority will supply cleaning services in the premises as
described in Schedule B attached hereto and hereby made a part hereof.

         (d) If the Lessee,  in  accordance  with the Section of this  Agreement
entitled  "Construction  by the Lessee" or otherwise,  erects any  partitions or
makes any  improvements  which  stop,  hinder,  obstruct or  interfere  with the
cooling of the air or the heating of the  premises,  or if the Lessee shall fail
to close and keep  closed  the window  coverings  when the sun is shining on the
windows of the  premises,  then no such  action by the Lessee  shall  impose any
obligations on the Port Authority to install  facilities,  fixtures or equipment
for  air-cooling  or for  heating  additional  to those  existing  or  presently
contemplated  or to  increase  the  capacity  or  output of  initially  existing
facilities,  equipment or fixtures and the Lessee shall not in any such event be
relieved of any of its obligations  hereunder because a comfortable  temperature
is not  maintained.  No consent  given by the Port  Authority to the erection of
partitions  or the  making  of any  improvements  shall be or be  deemed to be a
representation  that the work  consented to will not stop,  hinder,  obstruct or
interfere  with either the cooling of the air or heating of the  premises or any
portion thereof.  It is hereby  understood  further that the installation by the
Lessee of any  equipment  which itself  requires  air cooling or which  requires
additional  quantities of air cooling at the portion of the premises  where such
equipment is installed,  or the  concentration in any portion of the premises of
such a number of people so as to require  additional  quantities of air cooling,
shall not impose any  obligation  on the Port  Authority to install  facilities,
fixtures and equipment for air cooling  additional to those initially  existing,
or to  increase  the  capacity  or  output  of  initially  existing  facilities,
equipment  or fixtures and the Lessee shall not in any such event be relieved of
any of its obligations hereunder.

         (e) The Lessee shall keep closed all entrance  doors and all windows in
the  premises  except  that doors may be opened  when  required  for  ingress or
egress.  The Lessee shall not  otherwise  waste or dissipate  the air cooling or
heating  services.  Without otherwise  affecting the Port Authority's  rights or
remedies in the event of any breach by the Lessee of its obligations  under this
Agreement,  the Port Authority shall have the right to discontinue or reduce the
said  heating  or  air-cooling  service  during  any  period  of such  waste  or
dissipation  and any failure of the Port  Authority  to supply any such  service
under such  conditions  shall not affect any of the Lessee's  obligations  under
this Agreement.

         (f) If any  federal,  state,  municipal  or  other  governmental  body,
authority or agency or any public utility assesses,  levies,  imposes,  makes or
increases any charge, fee or rent on the Port Authority for any service,  system
or utility now or in the future  supplied to or  available to the premises or to
any  occupants  or users  thereof or to the  structure  or building of which the
premises form a part  (including but not limited to any sewer rent or charge for
the use of sewer systems), the Lessee shall, at the option of the Port Authority
exercised  at any time and from time to time by notice to the  Lessee,  pay,  in
accordance with said notice,  such charge,  fee or rent or increase  thereof (or
the portion  thereof  allocated  by the Port  Authority  to the  premises or the
Lessee's  operations  hereunder)  either  directly  to  the  governmental  body,
authority or agency or to the public utility or directly to the Port Authority.
<PAGE>
         (g) The Port Authority shall have the right to discontinue  temporarily
the supply of any of the above  services  when  necessary  or  desirable  in the
reasonable  opinion  of the  Port  Authority  in  order  to  make  any  repairs,
alterations,  changes  or  improvements  in the  premises  or  elsewhere  in the
Facility including but not limited to all systems for the supply of services.

         (h) No failure,  delay,  interruption  or  reduction  in any service or
services  shall be or shall be construed to be an eviction of the Lessee,  shall
be grounds for any diminution or abatement of the rentals payable hereunder,  or
shall constitute grounds for any claim by the Lessee for damages,  consequential
or  otherwise,  unless  due to the  negligent  acts of the Port  Authority,  its
employees or agents.  The Lessee shall not be entitled to receive any service or
services during any period during which the Lessee shall be in default under any
of the provisions of this Agreement and all applicable cure periods with respect
thereto have lapsed.

         (i) The Port  Authority  shall be under no  obligation  to  supply  any
service  or  services  if and to the  extent  and  during  any  period  that the
supplying of any such service or services or the use of any component  necessary
therefor shall be prohibited or rationed by any federal, state or municipal law,
rule,  regulation,  requirement,  order or direction  and if the Port  Authority
acting in a non  arbitrary  manner  deems it in the  public  interest  to comply
therewith,  even  though  such  law,  rule,  regulation,  requirement,  order or
direction may not be mandatory on the Port Authority as a public agency.

         (j) The Port Authority shall have no obligations or responsibility with
respect to the performance of any services or providing, supplying or furnishing
to the  Lessee of any  utilities  or  services  whatsoever  except as  expressly
provided in this Section or in this Agreement.

[SECTION 43 intentionally deleted]

SECTION 44.  Rental Amendment

         The Lessee  shall pay the basic  rental  provided for Section 4 of this
Agreement in advance in equal monthly  installments  of Ten Thousand Six Hundred
Fifty-five  Dollars and No Cents ($10,655.00) on March 1, 1996, and on the first
day of each calendar month thereafter  throughout the balance of the term of the
letting under this Agreement.

SECTION 45.  Liability Insurance

         (a) The  Lessee in its own name as  assured  shall  secure  and pay the
premium on a policy of comprehensive  general liability  insurance,  including a
contractual liability endorsement, for such coverage as may be stipulated by the
Port Authority (the Port Authority  hereby agrees that such stipulated  coverage
shall not be in excess of that  customarily  required by the Port  Authority  of
other office lessees of comparable space and use at the Facility),  covering the
Lessee's  operations  hereunder which shall be effective  throughout the letting
under this  Agreement  and shall be in a combined  single limit of not less than
$2,000,000 for bodily injury, for wrongful death and for property damage arising
from any one occurrence.

         (b) The Port  Authority  shall be included as an additional  insured in
any policy of liability insurance required by this Section.
<PAGE>
         (c) As to any insurance  required by this Section,  a certified copy of
each of the policies or a certificate or  certificates  evidencing the existence
thereof, or binders, shall be delivered to the Port Authority within twenty (20)
days prior to the commencement date of the letting  hereunder.  In the event any
binder is delivered, it shall be replaced within thirty (30) days by a certified
copy of the policy or a certificate. Each such copy or certificate shall contain
a  valid  provision  or  endorsement  that  the  policy  may  not  be  canceled,
terminated,  changed or modified,  without giving ten (10) days written  advance
notice thereof to the Port Authority. A renewal policy shall be delivered to the
Port Authority at least fifteen (15) days prior to the  expiration  date of each
expiring policy,  except for any policy expiring after the date of expiration of
the  letting.   If  at  any  time  any  of  the  policies  shall  be  or  become
unsatisfactory  to the port Authority as to form or substance,  or if any of the
carriers  issuing such policies  shall be or become  unsatisfactory  to the Port
Authority  the Lessee shall  promptly  obtain a new and  satisfactory  policy in
replacement.

         (d) Each policy of insurance  required by this Section  shall contain a
provision  that  the  insurer  shall  not,  without  obtaining  express  advance
permission  from the General  Counsel of the Port  Authority,  raise any defense
involving in any way the  jurisdiction  of the  tribunal  over the person of the
Port Authority, the immunity of the Port Authority, its Commissioners, officers,
agents  or  employees,  the  governmental  nature of the Port  Authority  or the
provisions of any statutes respecting suits against the Port Authority.

SECTION 46.  Electricity

         (a)   Notwithstanding  the  provisions  of  Section  42(a)(2)  of  this
Agreement  and subject to all the terms,  conditions  and  provisions of Section
42(f),  (g), (h) and (i) of this Agreement,  the Port Authority may periodically
throughout  the term of the  letting  at such  times as the Port  Authority  may
elect, arrange for a survey of the premises by the Port Authority's  Engineering
Department or by an independent  reputable utility  consultant to be selected by
the Port  Authority (it being  understood  however that the Port  Authority will
utilize such  independent  reputable  utility  consultant to conduct such survey
until such time as it  customarily  utilizes  the Port  Authority's  Engineering
Department  to  conduct  such  surveys  at the  Facility)  for  the  purpose  of
establishing the Lessee's annual consumption of and demand for electricity (such
consumption  of and demand for  electricity  being  hereinafter  referred  to as
"consumption  and demand").  Such  consumption  and demand shall be based on the
wattage  of lamps and any  other  electrical  machinery  and the  frequency  and
duration of the use thereof in the premises. The Lessee's annual consumption and
demand shall be divided by the number of "billing  periods" per year established
by the public  utility  company  supplying  electricity  in the  vicinity of the
premises so as to  determine  the  Lessee's  consumption  and demand per billing
period. In lieu of such determination of consumption and demand, the same may be
measured by meter which the Port  Authority may at its option,  exercised at any
time during the term of the  letting,  install on or off the premises and in the
event any such meter  fails to record  such,  the  Lessee's  consumption  of and
demand for  electricity  for any period  that a meter is out of service  will be
considered to be the same as the consumption and demand for a like period either
immediately  before or immediately  after such  interruption  as selected by the
Port Authority.  The Port Authority  shall compute the cost of such  consumption
and demand  either as determined by the survey or measured by meter based on the
greater of (1) the rates (including the fuel or other adjustment factor if any)
<PAGE>
which the Lessee under the service classification applicable to the Lessee as of
the date of each  billing  period  would be  required  to pay if the  Lessee had
purchased such  electricity  directly from the public utility company  supplying
the same in the  vicinity  or (2) the Port  Authority's  cost of  obtaining  and
supplying  the same  quantity of  electricity.  The Lessee shall pay the cost of
such  consumption  and demand for each such billing period to the Port Authority
upon demand therefor and the same shall be deemed additional rental  collectible
in the same  manner  and with  like  remedies  as if it were a part of the basic
rental reserved hereunder. The determination of consumption and demand by survey
shall be  effective  until the next  succeeding  survey and shall be binding and
conclusive  on  both  the  Lessee  and the  Port  Authority  as to all  matters,
including  but not limited to the frequency and duration of use of the lamps and
other electrical machinery and equipment in the premises.  The cost of each such
survey shall be borne by the Port  Authority,  provided that if the Lessee makes
any  alterations  or  improvements  to  the  premises  in  accordance  with  the
provisions  of Section 12 of this  Agreement  or  otherwise  which may result in
greater  consumption  or demand,  the Port  Authority may direct a new survey to
establish the  consumption  and demand for  electricity  in the premises and the
cost thereof shall be borne by the Lessee. Any method of measurement used herein
shall not preclude  the Port  Authority  from  reverting to the use of any prior
method.

         (b)  Notwithstanding  that the Port  Authority  has  agreed  to  supply
electricity to the Lessee,  the Port  Authority  shall be under no obligation to
provide or continue  such  service if the Port  Authority  is  prevented by law,
agreement or otherwise  from  metering or  measuring  consumption  and demand as
hereinabove  set forth or elects not to so meter or measure the same, and in any
such event the Lessee shall make all arrangements  and conversions  necessary to
obtain  electricity  directly from the public utility.  Also, in such event, the
Lessee shall perform the construction  necessary for conversion and if any lines
or equipment of the Port  Authority  are with the consent of the Port  Authority
used therefor the Port Authority may make an appropriate  charge therefor to the
Lessee based on its costs and expenses for the said lines and equipment.

SECTION 47.  Late Charges

         If the  Lessee  should  fail  to pay any  amount  required  under  this
Agreement  when due to the Port  Authority,  including  without  limitation  any
payment of basic or other  rental or any payment of utility or other  charges or
if any such amount is found to be due as the result of an audit,  then,  in such
event,  the Port Authority may impose (by  statement,  bill or otherwise) a late
charge  with  respect to each such  unpaid  amount for each late  charge  period
(hereinbelow described) during the entirety of which such amount remains unpaid,
each such late  charge  not to exceed  an amount  equal to  eight-tenths  of one
percent  of such  unpaid  amount for each late  charge  period.  There  shall be
twenty-four  late  charge  periods on a calendar  year  basis;  each late charge
period shall be for a period of at least  fifteen (15)  calendar days except one
late charge  period each  calendar year may be for a period of less than fifteen
(but not less than thirteen)  calendar days.  Without limiting the generality of
the  foregoing,  late charge  periods in the case of amounts  found to have been
owing to the Port Authority as the result of Port Authority audit findings shall
consist of each late charge  period  following the date the unpaid amount should
have  been  paid  under  this  Agreement.  Each  late  charge  shall be  payable
immediately  upon demand made at any time  therefor  by the Port  Authority.  No
acceptance  by the Port  Authority  of payment  of any  unpaid  amount or of any
unpaid  late  charge  amount  shall be  deemed a waiver of the right of the Port
<PAGE>
Authority  to  payment  of any late  charge or late  charges  payable  under the
provisions of this Section with respect to such unpaid amount.  Each late charge
shall be  recoverable  by the Port  Authority  in the same  manner and with like
remedies as if it were originally a part of the basic rental as set forth in the
Section of this Agreement  entitled "Basic  Rental".  Nothing in this Section is
intended to, or shall be deemed to, affect, alter, modify or diminish in any way
(i) any rights of the Port Authority  under this  Agreement,  including  without
limitation  the  Port  Authority's  rights  set  forth  in the  Section  of this
Agreement  entitled  "Termination"  or (ii) any  obligations of the Lessee under
this  Agreement.  In the event that any late  charge  imposed  pursuant  to this
Section  shall exceed a legal maximum  applicable to such late charge,  then, in
such event,  each such late charge  payable under the provisions of this Section
shall be payable instead at such legal maximum. For the purposes of this Section
only, no payment  required  under this  Agreement,  the precise  amount of which
cannot be known by the  Lessee  until the Port  Authority  notifies  the  Lessee
thereof,  shall be deemed due to the Port  Authority  until such notice has been
given.

SECTION 48.  Additional Provisions Relating to Assignment, Use and Subletting

         (a)  Notwithstanding the provisions of Section 19(a) of this Agreement,
the Lessee shall have the right to assign the Lease and the letting hereunder in
its entirety to a corporation  which is and continues to be directly  controlled
by the Lessee or which directly  controls the Lessee or to a corporation into or
with which the Lessee is merged or consolidated  and such assignment is required
in connection with such merger or  consolidation  and further that the resulting
corporation  has a  financial  standing  immediately  preceding  the date of the
merger or consolidation at least as good as that of the Lessee by which is meant
that its ratio of  current  assets to  current  liabilities,  its ratio of fixed
assets to fixed liabilities and its net worth shall each be as favorable as that
of the Lessee and  notwithstanding  the  provisions of  subparagraph  (a) (5) of
Section  20, a merger or  consolidation  shall not be a ground for  termination,
provided,  however,  that  nothing  contained  herein  shall limit or affect the
provisions of Section 7(h) of the Lease in any way and any such  assignee  shall
use the  premises  solely  for the  purposes  set  forth  in  Section  3 of this
Agreement and for no other purpose  whatsoever and provided,  further,  however,
that such  assignment  shall not be  effective  until an  agreement  in the form
annexed  hereto as "Exhibit  Y" has been  executed  by the Port  Authority,  the
Lessee,  and the proposed assignee,  and the Port Authority's  consent as herein
stated shall be effective  only as long as the proposed  assignee  maintains the
above described relationship to the Lessee. If such relationship is no longer in
effect, the Port Authority shall have the right, in addition to all other rights
and  remedies  under the Lease to revoke  its said  consent  and the  Lessee and
assignee  will  immediately  cause  the Lease and the  letting  hereunder  to be
reassigned to the Lessee.

         (b)  Notwithstanding the provisions of Section 19(b) of this Agreement,
the Lessee  shall  have the right,  with  respect  to the entire  premises  or a
portion  thereof,  to  sublet  to or to  permit  the  use  of  desk  space  by a
corporation  which is and  continues to be directly  controlled by the Lessee or
which directly controls the Lessee,  provided that nothing herein shall limit or
affect in any way the  provisions  of Section  7(h) of this  Agreement  and such
subtenant  or desk space user shall use the  premises for the purposes set forth
in Section 3 of the Lease and for no other  purpose  whatsoever  and,  provided,
further,  that any such  subletting  shall not be  effective  until an agreement
entitled  "Consent to Sublease  Agreement" in the form annexed hereto and marked
"Exhibit X" has been executed by the Port Authority, the Lessee and the proposed
<PAGE>
subtenant.  Permission to such  corporation  for the use of desk space shall not
create a  tenancy  or any  other  interest  in the  premises  except  a  license
revocable  at will  which  shall  cease and  expire  in any event  automatically
without  notice upon the  expiration  or  termination  of the letting under this
Agreement and all acts,  omissions and  operations of such  corporation  and its
officers and employees  shall be deemed acts,  omissions  and  operations of the
Lessee.  If after any such  subletting  pursuant to this  paragraph  (b) becomes
effective, the relationship required herein between the Lessee and the subtenant
is no longer in effect or any other  conditions as to such  subtenancy  shall be
violated,  the Port  Authority  shall  have the right in  addition  to all other
rights and remedies  available  under this  Agreement or the Consent to Sublease
Agreement to revoke its consent to such  subletting  by notice to the Lessee and
to the  subtenant  in which  event  the  Sublease  between  the  Lessee  and the
subtenant  shall   immediately   terminate  and  expire  and  the  Lessee  shall
immediately  cause the said  subtenant  to vacate the portion of the premises or
the entire premises, as the case may be, sublet to the subtenant.

         (c)  Notwithstanding the provisions of Section 19(b) of this Agreement,
the Lessee may sublet the entire premises or portions  thereof to entities other
than those  described in  paragraph  (b) above (but there shall not be more than
three (3) subtenants in the premises at any one time),  provided that all of the
following conditions precedent and requirements have been met or satisfied:  (1)
The proposed  subtenant  shall in the opinion of the Port Authority by eligible,
suitable and qualified as a World Trade Center tenant, which opinion will not be
exercised arbitrarily; (2) the rental payable by the subtenant to the Lessee for
or in connection  with its use or occupancy of the subleased  space shall be not
less than the rental charged by the Port  Authority for comparable  space on the
effective date of such subletting for a term expiring on or about the expiration
date of the term of the letting under this Agreement;  (3) If the rental and any
other consideration  payable by the subtenant to the Lessee for or in connection
with its use or occupancy  of the  subleased  space (the phrase  "rental and any
other  consideration"  as used in this  paragraph (c) shall not include  amounts
paid to the Lessee  constituting the subtenant's  proportionate share of amounts
payable by the Lessee to the Port Authority  under this Agreement for additional
basic rental, fees and charges for services and utilities) shall be in excess of
the basic rental rate provided for in this Agreement, the Lessee shall so notify
the Port  Authority and the Lessee will pay the excess to the Port  Authority as
received, subject to the deductions referred to in paragraph (e) hereof; (4) the
proposed  subtenant is not a current  occupant in the World Trade Center and has
not been in  discussion  with the Port  Authority  toward its  current or future
occupancy of space in the World Trade  Center,  provided,  however,  that if the
proposed  subtenant has not been in discussion  with the Port Authority and is a
current  occupant of space  immediately  adjacent to the  premises  and the said
proposed  subtenant  will continue as a direct lessee of the said space pursuant
to its existing lease with the Port Authority for the balance of its lease term,
then the said proposed subtenant shall not be deemed to be a current occupant of
the World Trade Center for purposes of this subdivision (4); and (5) The Lessee,
the  subtenant  and the Port  Authority  have  executed  the  form of  agreement
entitled "Consent to Sublease  Agreement,"  annexed to this Agreement and marked
"Exhibit X".  Execution of the  aforesaid  Consent to Sublease  Agreement by the
Port  Authority  and  return   thereof  to  the  Lessee  shall   constitute  the
determination  referred to in  subdivision  (1) of this paragraph (c) and if the
Port Authority's  determination pursuant to said subdivision (1) above is in the
affirmative  the Port  Authority  shall execute such Consent to Sublease  within
<PAGE>
thirty (30) days after the same  executed by the Lessee and  Sublessee  has been
delivered  to the Port  Authority.  The Lessee and  subtenant  shall  present in
advance all documents,  information  and other data which the Port Authority may
require relating to the matters covered in subdivisions (1), (2), (3) and (4) of
this paragraph (c) and the subtenant  shall supply during the continuance of any
approved  subletting such additional or current documents,  information or other
data as the Port Authority may from time to time reasonably require.

         (d)  Notwithstanding the provisions of paragraphs (a), (b), (c) and (g)
of this Section,  the Lessee shall be solely  responsible for complying with any
legal  requirements  regarding the permissible  number of persons who may use or
occupy the  premises.  Use or occupancy of the premises by a subtenant or a desk
space user hereunder shall not be deemed to entitle such subtenant or desk space
user to any rights or privileges  which the Port Authority may accord to lessees
of space in the World  Trade  Center,  including  but not limited to listings on
directories,  boards,  publications or similar privileges, nor shall such use or
occupancy  entitle the Lessee to any increase in such rights or privileges,  but
nothing  herein  shall be deemed to prohibit  the Lessee from  sharing  with its
permitted subtenants or desk space users any such rights or privileges which the
Port Authority has accorded to the Lessee.

         (e) If, in connection with any subletting pursuant to the provisions of
paragraph (c) hereof consented to by the Port Authority as provided herein,  the
Lessee (1) has paid a brokerage  commission at the current  rates  prevailing in
the City of New York to a real  estate  broker  licensed  to do  business in the
State of New York which brokerage  commission is not reimbursed to the Lessee by
the  subtenant,  provided  such  brokerage  commission  is actually  paid and is
incurred  solely  in  connection  with such  subletting  and would not have been
required to have been paid except for such  subletting;  or (2) has incurred any
cost for  finishing,  alterations  and  decorating  such sublet  space solely to
prepare the same for such subtenant which is not reimbursed to the Lessee by the
subtenant  (the  total of items (1) and (2)  being  hereinafter  referred  to as
"subleasing expenses"),  then the Lessee shall divide the subleasing expenses by
the number of calendar months and the proportionate part of any partial calendar
month  comprising the term of such sublease,  and the amount resulting from such
division  shall  be  deducted  from  the  amount  of the  rental  and any  other
consideration  payable by the  subtenant  to the Lessee  each month  which is in
excess of the basic  rental  rate  payable by the  Lessee to the Port  Authority
applicable to the subleased  space for that month and the balance of such excess
of the rental and any other  consideration shall be payable by the Lessee to the
Port Authority for that month.

         (f) "Control" or "Controlled" as used in paragraphs (a) and (b) of this
Section shall mean the ownership by one  corporate  entity of fifty-one  percent
(51%) or more of the  issued and  outstanding  shares of the  capital  stock and
voting  rights  (with the power to exercise  such  rights) of another  corporate
entity. The Lessee and a proposed assignee  purporting to meet the conditions of
paragraph  (a)  of  this  Section  shall  present  in  advance  all   documents,
information and other data which the Port Authority may require  relating to the
relationship  between them and during the continuance of any approved assignment
they shall supply such additional or current  documentation or other data as the
Port Authority may from time to time require.
<PAGE>
         (g) Without  otherwise  limiting the  provisions  of Section 19 of this
Agreement  or of  paragraph  (h) of Section 7 thereof,  and in  addition  to the
rights of use set forth in  paragraph  (b) of this  Section  48,  the Lessee may
permit use of desk space in the  premises  for  purposes  stated in Section 3 of
this  Agreement and for no other purpose  whatsoever by a person or  corporation
which the Lessee represents or performs services for on a continuing contractual
basis,  which  is a  partner  of,  or  investor  with,  the  Lessee  in  another
partnership,  corporation  or joint  venture  or which  has  another  continuing
business relationship with the Lessee in connection with the Lessee's use of the
premises;  such use to continue  only as long as the said person or  corporation
continues in one of the above described  relationships to the Lessee,  provided,
that there  shall be at any one time no more than a total of five (5) desk space
users in the premises  pursuant to this  paragraph  (g) and to paragraph  (b) of
this  Section  48.  Permission  to any such  person  or  corporation  to use the
premises shall not create a tenancy or any other interest in the premises except
a  license  revocable  at  will  which  shall  cease  and  expire  in any  event
automatically  without  notice upon any expiration or termination of the letting
hereunder and all acts,  omissions and  operations of such person or corporation
and his or its  officers  and  employees  shall be deemed  acts,  omissions  and
operations  of the Lessee.  The Lessee  shall  furnish to the Port  Authority on
demand  information which may from time to time be requested  regarding any such
person or corporation and his or its relationship to the Lessee.

SECTION 49.  Termination by the Lessee

         (a) The Lessee shall have the right to terminate this Agreement and the
letting hereunder solely as to the premises in its entirety, such termination to
be effective on February  28, 2001 (such date being  hereinafter  referred to as
the "Effective Date of Termination"),  provided,  that (1) the Lessee shall have
given to the Port Authority  unconditional  written notice of its election so to
terminate,  received by the Port  Authority  not later than May 31, 2000 and (2)
such notice shall be accompanied by a certified or cashier's check in the amount
of Twenty  Three-Thousand  Four Hundred Seven Dollars and No Cents  ($23,407.00)
payable to the Port Authority and drawn on a banking institution having its main
office within the Port of New York District.

         (b) No notice of  termination  served by the Lessee in accordance  with
paragraph  (a) of this Section  shall be effective  (and any such given shall be
deemed  null and void) if the  Lessee  fails to pay the  amount  required  under
subparagraph (2) or said paragraph (a) under the circumstances described in said
subparagraph  (2).  The Lessee  shall have no right to  terminate  the  letting,
pursuant to this Section,  as to a portion of the premises nor on other than the
specified  Effective Date of  Termination  set forth above and shall only have a
right to terminate the letting if the necessary  prior notice has been served in
a timely manner.

         (c) In the event of an effective  notice of  termination  by the Lessee
under this  Section,  the  letting  under  this  Agreement  with  respect to the
premises  shall cease and expire on the Effective  Date of  Termination as fully
and completely as if such date were the original  expiration date of the letting
set forth in this Agreement.
<PAGE>
SECTION 50.  Security Deposit

         (a) The Lessee has heretofore deposited with the Port Authority the sum
of Sixteen Thousand  Dollars and No Cents  ($16,000.00) in cash, or bonds of the
United States of America,  or of the State of New Jersey, or of the State of New
York, or of The Port Authority of New York and New Jersey, having a market value
of that amount, as security for the full, faithful and prompt performance of and
compliance with on the part of the Lessee of the covenants, terms and conditions
of an agreement of lease entered into with the Port Authority as of September 3,
1990 (hereinafter  referred to as the "Other Agreement"),  covering the premises
and identified as World Trade Center Lease Number  WT-2839-B-21  (2113),  on the
part of the Lessee to be fulfilled, kept, performed and observed all as provided
in Section 50 of the Other Agreement. The Other Agreement has been terminated by
the Lessee  pursuant  to the terms  thereof.  The Lessee and the Port  Authority
hereby agree that the said sum, in cash or bonds,  shall be retained by the Port
Authority  (and the Lessee shall keep said sum deposited with the Port Authority
throughout the letting under this Agreement) as security for the full,  faithful
and prompt performance of and compliance with, on the part of the Lessee, all of
the terms, provisions, covenants and conditions of this Agreement on its part to
be  fulfilled,  kept,  performed  or  observed.  Bonds  qualifying  for  deposit
hereunder  shall be in bearer form but if bonds of that issue were  offered only
in  registered  form,  then  the  Lessee  may  deposit  such  bonds  or bonds in
registered form,  provided,  however,  that the Port Authority shall be under no
obligation to accept such deposit of a bond in registered  form unless such bond
has been  re-registered  in the name of the Port  Authority (the expense of such
re-registration to be borne by the Lessee) in a manner  satisfactory to the Port
Authority. The Lessee may request the Port Authority to accept a registered bond
in the Lessee's name and if  acceptable  to the Port  Authority the Lessee shall
deposit  such bond  together  with a bond power (and such other  instruments  or
other  documents  as the Port  Authority  may  require)  in form  and  substance
satisfactory to the Port Authority.  In the event the deposit is returned to the
Lessee any expenses  incurred by the Port Authority in  re-registering a bond to
the name of the Lessee shall be borne by the Lessee.  In addition to any and all
other remedies  available to it, the Port Authority shall have the right, at its
option,  at any time and from time to time, with or without  notice,  to use the
deposit  or any part  thereof  in whole or  partial  satisfaction  of any of its
claims or demands  against the Lessee.  There shall be no obligation on the Port
Authority to exercise such right and neither the existence of such right nor the
holding of the deposit itself shall cure any default or breach of this Agreement
on the part of the Lessee.  With  respect to any bonds  deposited by the Lessee,
the Port Authority  shall have the right,  in order to satisfy any of its claims
or demands  against  the  Lessee,  to sell the same in whole or in part,  at any
time,  and from time to time,  with or without prior notice at public or private
sale,  all as  determined  by the Port  Authority,  together  with the  right to
purchase  the same at such  sale  free of all  claims,  equities  or  rights  of
redemption  of the Lessee.  The Lessee  hereby  waives all right to  participate
therein and all right to prior  notice or demand of the amount or amounts of the
claims or demands of the Port  Authority  against  the Lessee.  The  proceeds of
every such sale shall be  applied by the Port  Authority  first to the costs and
expenses of the sale  (including  but not limited to  advertising  or commission
expenses) and then to the amounts due the Port  Authority  from the Lessee.  Any
balance  remaining  shall be retained in cash toward bringing the deposit to the
sum specified  above.  In the event that the Port Authority shall at any time or
times so sue the  deposit,  or any part  thereof,  or if bonds  shall  have been
deposited  and  the  market  value   thereof  shall  have  declined   below  the
<PAGE>
above-mentioned  amount,  the Lessee shall,  on demand of the Port Authority and
within two (2) days thereafter,  deposit with the Port Authority additional cash
or bonds so as to maintain  the  deposit at all times to the full  amount  above
stated,  and such additional  deposits shall be subject to all the conditions of
this Section.  After the expiration or earlier  termination of the letting under
this Agreement,  as the said letting may have been extended,  and upon condition
that the  Lessee  shall  then be in no wise in  default  under  any part of this
Agreement,  as this  Agreement may have been amended or extended (or both),  and
upon written request therefor by the Lessee,  the Port Authority will return the
deposit to the Lessee  less the amount of any and all unpaid  claims and demands
(including  estimated damages) of the Port Authority by reason of any default or
breach by the Lessee of this  Agreement or any part  thereof.  The Lessee agrees
that it will not assign or  encumber  the  deposit.  The  Lessee may  collect or
receive  any  interest  or  income  earned on bonds  and  interest  paid on cash
deposited in  interest-bearing  bank  accounts,  less any part thereof or amount
which the Port Authority is or may hereafter be entitled or authorized by law to
retain  or to  charge  in  connection  therewith,  whether  as or in  lieu of an
administrative  expense, or custodial charge, or otherwise;  provided,  however,
that the Port Authority  shall not be obligated by this provision to place or to
keep cash deposited hereunder in interest bearing bank accounts.

         (b) For purposes of the  provisions  set forth in paragraph  (a) above,
the Lessee  hereby  certifies  that its I.R.S.  Employer  Identification  No. is
38-1875507.

SECTION 51.  Changes, Additions and Deletions to this Agreement

         Prior to the  execution  of this  Agreement  by either  of the  parties
hereto the following changes, additions and deletions were made:

         (a) The Lessee  shall not be  required by reason of the  provisions  of
Section  5(c) to make  structural  improvements,  alterations  or repairs to the
premises  which are also  required  to be made  with  respect  to  office  space
generally  throughout  the World Trade Center unless the  requirement  generally
throughout  the World Trade Center  results from  particular  operations  of the
Lessee in the premises  which are not common to other tenants at the World Trade
Center.

         (b) The Port Authority hereby agrees to apply the Rules and Regulations
set forth in Exhibit R and any further rule or regulation hereafter  promulgated
by the Port Authority suitably and without discrimination against the Lessee and
all other  tenants in the  Facility  except to the extent  that any such Rule or
Regulation may be  inapplicable by agreement to the Lessee or any such tenant or
inapplicable  to the Lessee or any such tenant by nature of the Lessee's or such
tenant's operations.

         (c) With respect to the  Lessee's  obligations  under  Section 7(a) the
Lessee  shall not be deemed in default  thereunder  for  failure to control  the
conduct,  demeanor and appearance of its customers,  guests,  invitees and those
doing  business with it if it has used its best efforts to control such conduct,
demeanor and appearance.

         (d) Change reflected in Section 7.

         (e) Change reflected in Section 7.
<PAGE>
         (f) With respect to the provisions of Section 7(d), Schedule D attached
hereto and hereby made a part hereof sets forth the average  designed floor load
for the  premises  but such  specification  of floor  load shall not be deemed a
representation by the Port Authority that any particular location on such floors
will necessarily bear the load stated.

         (g) (i) Subject to all the terms and provisions of this Agreement,  and
notwithstanding  the  provisions  of paragraph (e) of Section 7 and Rules 15 and
20, the Lessee may install kitchen  facilities or other eating facilities in the
premises pursuant to an approved construction application therefor. In the event
the installation of such equipment shall require modifications or alterations to
building  systems or equipment  (including  heating,  ventilating or air-cooling
systems) and whether such  modifications or installations  thereof are performed
by the Lessee or by the Port Authority the Lessee shall be  responsible  for the
cost of such  equipment,  the  installation  thereof and such  modifications  or
alterations, and no such alteration or modification shall be commenced until the
Lessee has  received an approved  construction  application  therefor.  The Port
Authority reserves the right from time to time to make additional charges to the
Lessee for any and all utilities or other  building  services used in connection
with any of the aforesaid equipment (other than cold water which the Lessee will
pay for pursuant to subdivision (ii) below) such charges to be those customarily
charged to other lessees in the Facility for similar utilities and services. The
Lessee has  represented  to the Port  Authority  that outside of its premises no
recognizable  or measurable  odors will result from its intended use of any such
equipment,  and the Lessee covenants and agrees that upon  notification from the
Port  Authority  that  objectionable  odors are emanating or resulting  from the
Lessee's  use  of  such  equipment   (whether  through  the  building   heating,
ventilating or air-cooling  system or  otherwise),  the Lessee will  immediately
discontinue  the use of such equipment and shall not resume the use or operation
thereof  until  written  consent  therefor  has  been  obtained  from  the  Port
Authority.  Nothing  herein is intended to permit the furnishing on the premises
to the public of any food or other merchandise or any other service of any kind.
The Lessee's  officers,  employees and business  invitees  shall be permitted to
consume alcoholic  beverages on the premises but nothing herein shall permit the
Lessee to sell or offer for sale alcoholic beverages at the premises.

                  (ii)  The Port  Authority  will  furnish  cold  water,  of the
character furnished by the municipality or utility company supplying the same in
the vicinity, in reasonable quantities for use by the Lessee solely for purposes
described in  subdivision  (i) above through such fixtures and outlets as may be
installed by the Port Authority in accordance with the work letter and plans and
specifications  referred to in paragraph (p) of this Section,  the Lessee to pay
for the said  cold  water at the rate of Eight  Hundred  Sixty-one  Dollars  and
Ninety-six  Cents  ($861.96)  per annum  payable  in  advance  in equal  monthly
installments,  provided, however, that the Port Authority at any time in Lieu of
charging  for the said  cold  water at the  foregoing  annual  rate may elect to
measure the  quantities of such cold water  supplied to the Lessee by a meter or
meters to be installed by the Port Authority for such purpose in which event the
Lessee shall pay to the Port  Authority for the cold water as billed by the Port
Authority  from time to time at the  following  rate:  Thirty-three  Dollars and
Thirty-two  Cents ($33.32) per thousand  cubic feet;  the charges  (whether on a
flat rate or  metered  basis) to be  subject  to  increase  form time to time by
reason of increase in rates charged to the Port Authority as provided in Section
42(f) of the Lease.

                  (iii) The  furnishing  of cold water by the Port  Authority as
provided for herein shall be subject to all the terms, provisions and conditions
of the Lease, including but not limited to the provisions of Section 42 thereof.
<PAGE>
         (h) The Lessee  shall not be  required by reason of the  provisions  of
paragraph  (g) of  Section 7 to make  structural  improvements,  alterations  or
repairs to the premises which are required generally  throughout the World Trade
Center  unless the  requirement  generally  throughout  the World  Trade  Center
results from  particular  operations of the Lessee in the premises which are not
common to other tenants at the World Trade Center.

         (i) Change reflected in Section 7.

         (j) Change reflected in Section 8.

         (k) Change reflected in Section 8.

         (l) Change reflected in Section 8.

         (m) Change reflected in Section 9.

         (n)  In  the  event  of  damage  to the  premises  under  circumstances
described in paragraph  (a)(2) of Section 9, the Port Authority shall advise the
Lessee within  thirty (30) days after the  occurrence of the damage which of the
options  thereunder it elects to pursue,  and if the Port Authority elects under
subdivision  (i) of said paragraph  (a)(2) to repair or rebuild the premises and
estimates that the repairs or rebuilding  cannot be completed within two hundred
ten (210) days after the occurrence of the damage,  the Port Authority  shall so
notify  the  Lessee,  which  notification  shall  include  the Port  Authority's
estimate of the time required for such repairs or rebuilding, and thereafter the
Lessee shall have the right on thirty (30) days'  notice to the Port  Authority,
exercised with ten (10) days after the Lessee's  receipt of notice from the Port
Authority respecting the duration of the repairs or rebuilding, to terminate the
letting under this Agreement,  provided that a responsible officer of the Lessee
shall certify to the Port Authority that on an economic or operational basis the
premises are unusable by the Lessee for the operations described in Section 3 of
this Agreement prior to the substantial  completion of the repairs or rebuilding
and provided further that the Lessee is not under notice of termination from the
Port  Authority  either  on the date of the  giving  of its  notice  to the Port
Authority or on the effective date thereof. If, in the event of such damage, the
Port Authority shall have estimated that the necessary  repair or rebuilding can
be  completed  within two  hundred  ten (210) days after the  occurrence  of the
damage and shall have  elected  under  subdivision  (i) of  paragraph  (a)(2) of
Section 9 to repair or rebuild the  premises,  and provided  that the  necessary
repairs or rebuilding  are not completed by the Port  Authority  within the said
two  hundred ten (210) day period,  the Lessee  shall have the right,  on thirty
(30) days' notice to the Port  Authority,  exercised  within ten (10) days after
the  expiration  of the said two hundred ten (210) day period,  to terminate the
letting under this Agreement,  provided that a responsible officer of the Lessee
shall certify to the Port  Authority that on an economic and  operational  basis
the  premises  are not  usable by the  Lessee for the  operations  described  in
Section 3 of this Agreement  prior to  substantial  completion of the repairs or
rebuilding  and  provided  further  that  the  Lessee  is not  under  notice  of
termination  from the Port  Authority  either  on the date of the  giving of its
notice to the Port Authority or on the effective  date thereof.  In the event of
termination pursuant to this provision, this Agreement and the letting hereunder
shall cease and expire on the effective date of termination stated in the notice
as if such date were the date  originally  stated  herein for the  expiration of
this  Agreement.  Termination  by the Lessee  pursuant to the provisions of this
paragraph   shall  not  relieve  either  party  hereto  of  any  obligations  or
liabilities  which  shall  have  accrued  on or  before  the  effective  date of
termination stated in the notice, or which shall mature on such date.
<PAGE>
         (o) (1) The Port  Authority  may employ any remedy or right of the Port
Authority set forth in this Agreement to recover  amounts payable by the Lessee,
or to obtain the  performance of obligations of the Lessee,  arising or accruing
during the letting  under the Other  Agreement (as defined in Section 50 of this
Agreement),  on the termination  thereof or during the interim  period,  if any,
subsequent  to  the  effective  date  of  such  termination  and  prior  to  the
commencement  of the letting under this Agreement,  and not paid,  discharged or
performed  prior to such  commencement.  Without  limiting the generality of the
foregoing,  the indemnity and agreement to hold harmless set forth in Section 11
of this  Agreement  shall  also apply to claims  and  demands  of third  persons
against the Port Authority,  its Commissioners,  officers,  agents and employees
arising out of the defaults,  use or occupancy or acts or omissions set forth in
said Section 11 during the term of the letting under the Other Agreement as well
as during such interim period, if any.

             (2) Change reflected in Section 11.

         (p) The Lessee agrees to accept the premises in their "as is" condition
on the  termination of the Other  Agreement and the Port Authority shall have no
obligation  under  this  Agreement  for  finishing  work or  preparation  of the
premises for the Lessee's use except as may elsewhere be  specifically  provided
herein.

         (q) Change reflected in Section 12.

         (r) Change reflected in Section 12.

         (s) Change reflected in Section 14.

         (t) Change reflected in Section 15.

         (u) Change reflected in Section 16.

         (v) Change reflected in Section 16.

         (w) Change reflected in Section 16.

         (x) Change reflected in Section 16.

         (y) Change reflected in Section 17.

         (z) Change reflected in Section 20.

         (aa) In the event the Port Authority  installs in the premises a future
utility, mechanical, electrical, communication or other system and the Lessee as
a result  of such  future  installation  has to  relocate  operations  from such
portion of the premises where such  installation  occurred to another portion of
the  premises  so as to give the Port  Authority  accessibility  to such  future
installation  pursuant to the provisions of paragraph (c) of Section 7, then, in
such event,  the Port Authority  will pay to the Lessee its reasonable  costs of
such relocation, including the cost of performing refinishing work.

         (bb) Change reflected in Section 20.

         (cc) Change reflected in Section 20.

         (dd) Change reflected in Section 20.

         (ee) Change reflected in Section 20.
<PAGE>
         (ff) Change reflected in Section 20.

         (gg) Change reflected in Section 20.

         (hh) Change reflected in Section 20.

         (ii) Change reflected in Section 26.

         (jj) Change reflected in Section 28.

         (kk) Change reflected in Section 30.

         (ll) Change reflected in Section 32.

         (mm) Change reflected in Section 33.

         (nn) Change reflected in Section 36.

         (oo) Section 37 was deleted in its entirety.

         (pp) (Deleted)

         (qq) Section 38 was deleted in its entirety.

         (rr) The Lessee acknowledges that facilities for heat,  ventilation and
air-cooling have heretofore been installed in the premises pursuant to a certain
design  configuration  for the premises and  notwithstanding  the  provisions of
Section 42 of this Agreement,  the Port Authority makes no representations  that
such heat,  ventilation and  air-cooling  shall maintain in the premises an even
and  comfortable  working  temperature  and in the event any  alteration to such
facilities  shall  be  required  in order to  maintain  an even and  comfortable
working temperature,  the cost of the same shall be borne by the Lessee. Subject
to the provisions of the foregoing sentence,  the Port Authority represents that
the design criteria and capacity of the heat, ventilation and air-cooling system
available  to the Lessee in the premises are as set forth in Schedule D attached
hereto.

         (ss) The  words,  "during  the  normal  business  hours"  set  forth in
paragraph  (a)(2) of Section 42 were deleted but  notwithstanding  such deletion
the Port Authority will provide  electricity for overhead lighting solely during
normal  business  hours and if the Lessee desires  overhead  lighting other than
during normal business hours the Lessee may request same from the Port Authority
and the Lessee will be  required to pay the Port  Authority  an  additional  and
separate charge  therefore  pursuant to a rate schedule  established by the Port
Authority as such rate schedule may be changed from time to time.

         (tt) Change reflected in Section 42.

         (uu) Change reflected in Section 42.

         (vv) Change reflected in Section 42.

         (ww) Change reflected in Section 42.

         (xx) Change reflected in Section 42.

         (yy) Change reflected in Section 42.

         (zz) Section 43 was deleted in its entirety.
<PAGE>
         (aaa) Change reflected in Section 45.

         (bbb) Change reflected in Section 45.

         (ccc) Change reflected in Section 46.

         (ddd) Change reflected in Section 46.

         (eee) Nothing in Rule 7 of the Rules and Regulations shall be construed
to prohibit the Lessee from  conducting in the premises any of the operations or
activities set forth in Section 3 of the Lease.

         (fff)  Notwithstanding  Rule 31, the Lessee  shall only be obligated to
pay for the services it requests.

         (ggg)  Notwithstanding  the  provisions  of  Rule 23 of the  Rules  and
Regulations,  the Lessee shall have no obligation to replace the existing  World
Trade Center standard drapes on the exterior  windows in the premises but may do
so at its own expense,  using such  draperies as the Port  Authority  may in its
discretion approve.

         (hhh)  Rule 35  shall  be  applicable  to the  Lessee's  trash  removal
obligations only to the extent that Schedule B is not applicable.

It shall not be  necessary  to  physically  make the  aforesaid  changes  in the
aforesaid Sections of this Agreement.

SECTION 52.  Entire Agreement

         This  Agreement  consists  of  the  following:   pages  1  through  43,
inclusive, plus Exhibits A, R, X and Y and Schedules A, B and D.

         It  constitutes  the entire  agreement  of the  parties on the  subject
matter hereof and may not be changed, modified, discharged or extended except by
written  instrument  duly  executed by the Port  Authority  and the Lessee.  The
Lessee agrees that no  representation  or  warranties  shall be binding upon the
Port Authority unless expressed in writing in this Agreement.
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed these presents as
of the day and year first above written.

                                   THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY

ATTEST:


/s/Lysa Meduri                             By: /s/Robert E. Catlin
--------------                                 --------------------
Lysa Meduri                                    Robert E. Catlin
Secretary                              (Title) Acting Director
                                                    (Seal)



                                               MATTHEWS & WRIGHT, INC.

ATTEST:


/s/Susan Forsyth                           By: /s/Roger J. Burns
----------------                                -----------------
Susan Forsyth                                  Roger J. Burns
Asst. Secretary                        (Title) 1st Vice President and Treasurer
                                                (Corporate Seal)



<PAGE>


                               {GRAPHIC- DRAWING}


<PAGE>
WTC-OL-1082
                                   SCHEDULE A

         1. For the purposes of this Schedule A, the following  provisions shall
         apply:

                  (a) "Taxes" shall mean real estate taxes and assessments which
         may be imposed from time to time by the United  States of America,  the
         State of New York or any municipality or other governmental  authority,
         upon the Port  Authority  with  respect to the  buildings,  structures,
         facilities  or land at the World  Trade  Center or with  respect to the
         rentals or income  therefrom  in lieu of or in  addition  to any tax or
         assessment which would otherwise be a real estate tax or assessment and
         taxes  shall  include  any  payments  in lieu of real  estate  taxes or
         assessments which may be agreed upon between the Port Authority and any
         of the foregoing governmental authorities,  other than payments in lieu
         of taxes described in paragraph (b) below.

                  (b)  "Payments in lieu of taxes"  shall mean such  payments as
         the Port  Authority  has  agreed  to pay the City of New York  under an
         agreement  dated  1967  as  it  may  have  been  or  may  be  hereafter
         supplemented or amended (hereinafter called "the City Agreement").

                  (c) The "annual per renewable  square foot factor" referred to
         in this Schedule was initially fixed at $1.25 in the City agreement and
         provision was made in paragraph  7(3) of the City Agreement for changes
         therein  from  time to time to  reflect  changes  in the tax  rate  and
         changes in assessed valuations.

                  (d) "Tax base" shall mean the annual per rentable  square foot
         factor finally  established  to be the annual per rentable  square foot
         factor to be used in  computing  payments  in lieu of taxes for the tax
         year beginning July 1, 1996.

                  (e) "Tax year" shall mean the twelve-month  period established
         by The City of New York as a tax year for real estate tax purposes.

                  (f) "Wage  rate"  shall mean the cost for an hour's  work by a
         porter engaged to work a 40 hour work week in a Class A office building
         in the City of New York which  hourly  cost shall be limited  solely to
         the hourly wage rate for porters as that rate is established  from time
         to time by collective  bargaining agreement between the Realty Advisory
         Board on Labor  Relations,  Incorporated,  acting on behalf of  various
         building  owners and Local  32B-32J,  Service  Employees  International
         Union,  AFL-CIO,  (which collective bargaining agreement is hereinafter
         referred  to as "the  Contract"),  plus a proper  proportion  of fringe
         benefits and other payroll costs. As used herein:

                           (1) "Porter" or "porters"  shall mean those employees
                  engaged in the general  maintenance  and  operation  of office
                  buildings and classified as "Others" by the Contract.
<PAGE>
                           (2)  "Fringe  benefits"  shall mean the items of cost
                  which an  employer  would be  obligated  to pay or would incur
                  pursuant  to the  Contract  on the  basis of  wages  paid to a
                  porter  engaged  to work a 40 hour work week in Class A office
                  building  in New York City who is  entitled  to  receive on an
                  annual  basis the  maximum  entitlement  under  the  Contract,
                  including,  without  limitation,   vacation  allowances,  sick
                  leave,  holiday pay,  birthdays,  jury duty,  medical checkup,
                  lunch time, relief time, other paid time off,  bonuses,  union
                  assessments   allocable  to  pension  plans  and  welfare  and
                  training  funds,  and health,  life,  accident,  or other such
                  types of insurance.

                           (3) "Other  payroll  costs" shall mean taxes  payable
                  pursuant to law by an employer upon the basis of wages paid to
                  a  porter  engaged  to work a 40 hour  work  week in a Class A
                  office   building  in  New  York  City,   including,   without
                  limitation,  F.I.C.A.,  New York State Unemployment  Insurance
                  and Federal Unemployment Insurance.

                  If at any time during the term of the letting  under the Lease
         the Contract  shall  require  regular  employment of porters on days or
         during  hours when  overtime  or other  premium pay rates are in effect
         pursuant to the  Contract  the hourly  wage rate for porters  under the
         Contract for the applicable  period shall be determined by dividing the
         weekly wage an employer  would be obligated to pay a porter  engaged to
         work a 40 hour work week in a Class A office  building in New York City
         under the Contract by 40.

                  If  either  the  Realty  Advisory  Board on  Labor  Relations,
         Incorporated or Local 32B-32J,  Service Employees  International Union,
         AFL-CIO shall cease to exist or a collective bargaining agreement shall
         cease to be  negotiated  between  the  Realty  Advisory  Board on Labor
         Relations,   Incorporated   and  Local   32B-32J,   Service   Employees
         International  Union,  AFL-CIO,  or if the job classification  "Others"
         shall be renamed or abolished in any subsequent  collective  bargaining
         agreement  entered  into  between  the Realty  Advisory  Board on Labor
         Relations,   Incorporated   and  Local   32B-32J,   Service   Employees
         International Union, AFL-CIO, then the wage rate to be used in applying
         the  provisions  of this  Schedule  shall  be the wage  rate for  those
         employees  engaged in the general  maintenance and operation of Class A
         office   buildings   either  pursuant  to  any  subsequent   collective
         bargaining  agreement  between  the  Realty  Advisory  Board  on  Labor
         Relations,   Incorporated   and  Local   32B-32J,   Service   Employees
         International  Union,  AFL-CIO, or if there is no such agreement,  then
         pursuant to such agreement as the Port Authority shall select.

                  (g) "Basic  wage  rate"  shall mean the wage rate in effect on
         January 1, 1996.

                  (h) "Rentable  square feet in the  premises"  shall mean 7,183
         square feet.

                  (i) "Lease"  shall mean the  agreement  of lease to which this
         schedule is attached.
<PAGE>
         2. From and after each July 1, following the  commencement  date of the
letting under the Lease,  the Lessee shall pay an additional  basic rental under
the Lease at the annual rate computed by multiplying the rentable square feet in
the premises by the excess over the tax base of the total of: (i) the annual per
rentable  square foot amount of taxes for the tax year beginning on that July 1;
and (ii) the annual per rentable  square foot factor used in computing  payments
in lieu of taxes  for the tax year  beginning  on that  July 1. If taxes  become
payable on a basis other than an annual  amount per rentable  square  foot,  the
Port Authority will allocate those taxes to the rentable square feet of space in
the  World  trade  Center  and will  notify  the  Lessee  of the  amount of such
allocation.

         3. In addition to additional  basic rental  payable  under  paragraph 2
above,  from and after the commencement date of the letting under the Lease, the
Lessee shall pay additional basic rental under the Lease at an annual rate equal
to $0.0075  for each $0.01,  or major  fraction  thereof,  that the wage rate in
effect on the  commencement  date of the letting  and each wage rate  thereafter
established  form time to time during the term of the letting  exceeds the basic
wage rate, multiplied by the rentable square feet in the premises.

         4. If the imposition or allocation of taxes or the  establishment of an
annual per rentable square foot factor to be used in computing  payments in lieu
of taxes for any tax year or the  establishment  of a wage rate to be  effective
for any period of time is delayed for any reason  whatsoever,  the Lessee  shall
nevertheless continue to pay the additional basic rental at the annual rate then
in effect  subject  to  retroactive  adjustments  at such times as the taxes are
imposed or allocated  or the said per  rentable  square foot factor or wage rate
shall have been established.

         5. After  imposition  and  allocation of taxes for any tax year and the
establishment  for each tax year of the annual per  rentable  square foot factor
used in computing payments in lieu of taxes and after the effective date of each
wage rate in excess of the basic wage rate,  the Port Authority will compute the
annual rate or rates of  additional  basic  rental  payable by the Lessee  under
paragraph  2 or 3 above  and will  notify  the  Lessee of the  amounts  thereof.
Additional  basic rental accruing under paragraph 2 or 3 above shall be computed
separately  and each amount  thereof  shall be payable by the Lessee to the Port
Authority in advance in monthly  installments,  each installment  being equal to
1/12 of the annual  rate  except  that if at the time the Port  Authority  gives
notice to the Lessee under this  paragraph,  additional  basic rental shall have
accrued for a period prior to the notice,  the Lessee shall pay such  additional
basic rental in full for such period, within ten days after such notice.
<PAGE>
         6. If after an amount of additional  basic rental shall have been fixed
under paragraphs 2 or 3 above for any period, taxes are imposed or the amount of
taxes or the annual per  rentable  square  foot  factor in regard to payments in
lieu of taxes or the wage rate used for computing such  additional  basic rental
shall be changed or adjusted,  then the additional basic rental payable for that
period shall be recomputed and from and after  notification  of the  imposition,
change or  adjustment,  the Lessee shall make payments based upon the recomputed
additional  basic  rental and upon  demand  the  Lessee  shall pay any excess in
additional  basic rental as recomputed  over amounts of additional  basic rental
heretofore actually paid. If such change or adjustment results in a reduction in
the amount of additional basic rental for any period prior to notification,  the
Port Authority will credit the Lessee with the difference between the additional
basic  rental as  recomputed  for that  period and amounts of  additional  basic
rental actually paid.


                                             /s/Robert E. Catlin
                                             -------------------
                                             For the Port Authority


                                             /s/Roger J. Burns
                                             -----------------
                                             For the Lessee



<PAGE>
WTC-OL-RIS1589
                                   SCHEDULE B

Routine Office Cleaning

Daily (Five days each week except Saturdays, Sundays, and Holidays

         1. Empty  and damp  wipe ash  trays,  empty  waste  baskets.  Transport
         collected  waste from  normal  daily  office  operations  only to trash
         handling areas and removal from the building. Collection and removal of
         waste  different  from or in excess of that from  normal  daily  office
         operations  is not  included  and shall be deemed  additional  cleaning
         services  and  requested  in  accordance  with the  provisions  of this
         Schedule.

         2. Dust horizontal surfaces of office furniture, equipment, ledges, and
         sills.

         3. Dust  sweep  vinyl  asbestos  floor  and/or  spot  vacuum   carpeted
         surfaces, if any.

         4. Clean and sanitize water fountains.

         5. Damp wipe  fingerprints,  smears,  smudges,  etc., on door, wall and
         partition surfaces.

Weekly (Once each week)

         6. Dust vertical surfaces of office furniture and equipment.

         7. Vacuum entire carpeted floor surfaces.

Quarterly (Once each three months)

         8. Wash interior surfaces of exterior window glass.

         9. Dust  all  pictures,   frames,  charts,  graphs,  and  similar  wall
         hangings, plus partitions, doors, and door frame surfaces.


                                             /s/Robert E. Catlin
                                             -------------------
                                             For the Port Authority


                                             /s/Roger J. Burns
                                             -----------------
                                             For the Lessee

<PAGE>
                                   SCHEDULE D

                             MATTHEWS & WRIGHT INC.
                              21st Floor - Two WTC

HEATING, VENTILATING AND AIR CONDITIONING SYSTEM

The HVAC system is of a dual system design  incorporating a peripheral induction
unit system  which  supplies  air within  fifteen  (15) feet  distance  measured
inboard  from the exterior  glass,  and interior  system  which  conditions  the
balance  of the floor  area.  The  design  basis are 4  watts/sq.  ft.,  100 sq.
ft./person. Each of the systems will deliver the following quantities subject to
a + 10% variance.

HVAC AIR SUPPLY QUANTITIES - PERIPHERAL SYSTEM
<TABLE>
<CAPTION>


                       NORTH                      WEST                     SOUTH                       EAST
                     UNIT TYPE,                 UNIT TYPE,               UNIT TYPE,                 UNIT TYPE,
                  NO. OF UNITS/EXP.,        NO. OF  UNITS/EXP.,       NO. OF UNITS/EXP.,         NO. OF UNITS/EXP.,
FLOOR                   CFM                       CFM                       CFM                         CFM
-----                   ---                       ---                       ---                         ---
<S>                 <C>                        <C>                       <C>                        <C>
  21                9   (#4)  60                                                                    11  (#3)  50

  21                1   (#5)  40                                                                     1  (#2)  35

</TABLE>

Induction units are spaced at the rate one (1) unit per two (2) windows average,
subject to  verification of actual field  conditions.  Each unit delivers air of
approximately  60(degree)F  utilizing  water  which  in  winter  ranges  between
80(degree)F to  130(degree)F  as needed,  and in summer at 60(degree)F  average.
Supply air to induction  units is constant with variable water  temperature  and
rate of flow.

HVAC AIR SUPPLY QUANTITIES - INTERIOR SYSTEM
<TABLE>
<CAPTION>

                                                                 AVERAGE SUP.
    QUADRANT          NE            NW        SE         SW        AIR TEMP
     FLOOR           CFM           CFM       CFM        CFM     SUMMER - WINTER
     -----           ---           ---       ---        ---     ---------------
       <S>          <C>            <C>       <C>        <C>      <C>
       21           2467                                         60(degree)F
</TABLE>
Interior  supply  air  rate is .84 CFM  per  square  foot.  Air  temperature  is
controlled by zone  thermostat at central air handling unit.  Design is based on
one (1) person per 100 square feet and four (4) watts per square foot.
<PAGE>
WTC-CSL-101068 X

                               CONSENT TO SUBLEASE

                            Port Authority Lease No.
                    (said Lease being dated as of            )

         THIS AGREEMENT, made as of              by and among THE PORT AUTHORITY
OF NEW YORK AND NEW JERSEY  (hereinafter  called "The Port  Authority"),  a body
corporate and politic,  created by Compact  between the States of New Jersey and
New York,  with the consent of the Congress of the United  States of America and
having an office at One World Trade Center,  in the Borough of Manhattan,  City,
County  and  State of New York,  and  (hereinafter  called  "the  Lessee"),  and
(hereinafter called "the sublessee"), whose representative is

         WITNESSETH, That:

         WHEREAS,  the Port  Authority  and the Lessee have entered into a Lease
identified  above  by Port  Authority  Lease  Number  and by date  and  covering
premises at the World Trade Center in the Borough of Manhattan, City, County and
State of New York (which  lease,  as the same may have been or may  hereafter by
supplemented and amended is hereinafter called "the Lease"); and

         WHEREAS,  the Lessee has requested the consent of the Port Authority to
a proposed  sublease,  a copy of which is attached hereto and made a part hereof
and is hereinafter called "the Sublease";

         NOW,  THEREFORE,  for and in  consideration of the covenants and mutual
agreements  herein contained,  the Port Authority,  the Lessee and the Sublessee
hereby agree as follows:

         1. On the terms and conditions hereinafter set forth the Port Authority
consents to the Sublease.

         2. The  Sublease  shall  terminate  and expire,  without  notice to the
Sublessee, on the day preceding the date of expiration or earlier termination of
the Lease, or on such earlier date as the Lessee and Sublessee may agree upon or
on the effective date of any  revocation of this Consent by the Port  Authority.
The  Sublessee  shall quit the  subleased  premises  and remove its property and
property for which it is responsible  therefrom on or before the  termination or
expiration of the Sublease.

         3. If the Lessee shall at any time be in default  under the Lease,  the
Sublessee  shall  on  demand  of the Port  Authority  pay  directly  to the Port
Authority  any rental,  fee or other  amount due to the Lessee.  No such payment
shall  relieve  the Lessee  from any  obligations  under the Lease or under this
Consent or affect the Port  Authority's  rights or remedies  thereunder  but all
such payments shall be credited  against the obligations of the Lessee or of the
Sublessee,  as the  Port  Authority  may  determine,  for each  payment  or part
thereof.
<PAGE>
         4. In any case of difference  between the provisions of the Lease or of
this Consent and the provisions of the Sublease,  the provisions of the Lease or
of this  Consent,  as the  case  may be,  shall be  controlling,  it  being  the
intention  of the Port  Authority  merely to permit the exercise of the Lessee's
rights (to the extent  permitted by the Sublease) by the  Sublessee,  and not to
enlarge or otherwise  change the rights granted by the Lease.  All of the terms,
provisions  and  conditions  of the Lease  shall be and remain in full force and
effect.

         5. The  Sublessee,  in its operations  under or in connection  with the
Sublease and its occupancy of the premises,  agrees to assume, observe, be bound
by and comply with all the terms,  provisions,  covenants and  conditions of the
Lease. Without limiting the generality of the foregoing, the Sublessee shall use
the  premises  for the  purposes  set forth in Section 3 of the Lease and for no
other purpose whatsoever.

         6. Without in any wise  affecting the  obligations  of the Lessee under
the Lease and under this Consent,  the Sublessee agrees with respect to its acts
and  omissions  to  indemnify  the  Port  Authority  and  to  make  repairs  and
replacements  as if it were the Lessee  under the Lease.  However,  all acts and
omissions  of the  Sublessee  shall be  deemed to be acts and  omissions  of the
Lessee  under the Lease  and the  Lessee  shall  also be  severally  responsible
therefor,  including but not limited to the obligations of  indemnification  and
repair.

         7. In addition to all other  remedies  available to the Port  Authority
under the Lease or otherwise,  this Consent may be revoked by the Port Authority
by notice to the  Lessee  and the  Sublessee  in the event of any  breach by the
Sublessee  of any term or  provision of the Lease or of this Consent and no such
revocation shall be deemed to affect the Lease or the continuance  thereof.  Any
notice given to the Sublessee  shall be  sufficient if given in accordance  with
the  Section  of the Lease  entitled  "Notices,"  for the  purpose  of which the
Sublessee hereby designates the person named as representative on the first page
hereof as its officer or representative  upon whom notices may be served and the
Sublessee  designates  its office at the address stated on the first page hereof
as the office where such notices may be served.

         8. The Lessee and  Sublessee  represent  and warrant  that the attached
Sublease sets forth the full and entire rental or other consideration payable to
the Lessee by the Sublessee for or in connection  with the subletting  hereunder
or use or  occupancy  of the  subleased  space and they  further  represent  and
warrant that there is no rental or consideration other than as stipulated in the
attached Sublease.

         9. The granting of this Consent by the Port  Authority  shall not be or
be  deemed  to  operate  as a  waiver  of the  requirement  for  consent  to any
subsequent  subletting  (by the Lessee or by the Sublessee) or to any assignment
of the Lease or the Sublease or of any rights  under either of them,  whether in
whole or in part.

         10.  References  herein to the  Sublessee  shall mean and  include  the
Sublessee,  its officers,  agents,  employees and also others on the premises or
the Facility with the consent of the Sublessee.

         11.  Neither the  Commissioners  of the Port Authority nor any of them,
nor any officer,  agent or employee  thereof shall be held personally  liable to
the Lessee or to the  Sublessee  under any term or  provision of this Consent or
because of its execution or because of any breach or alleged breach thereof.
<PAGE>

         IN WITNESS  WHEREOF,  the Port Authority,  the Lessee and the Sublessee
have executed these presents.





ATTEST:                                     THE PORT AUTHORITY OF NEW YORK
                                                     AND NEW JERSEY


___________________________                 By__________________________________

                                            (Title) ____________________________
                                                               (Seal)

ATTEST:                                     ____________________________________
                                                               Lessee

___________________________                 By__________________________________

                                            (Title) ____________________________
                                                           (Corporate Seal)


ATTEST:                                     ____________________________________
                                                              Sublessee

___________________________                 By__________________________________

                                            (Title) ____________________________
                                                           (Corporate Seal)



<PAGE>
FORM CSL;  ACK. N.Y., Corp. & Ind.

STATE OF NEW YORK )
                                    )   ss.
COUNTY OF NEW YORK         )

         On the               day of                          , 19   . before me
personally came                                                     to me known,
who, being by me duly sworn, did depose and say that he resides in
                                                                    ; that he is
                                                                     of The Port
Authority of New York and New Jersey,  one of the corporations  described in and
which  executed  the  foregoing  instrument;  that he knows the seal of the said
corporation;  that the seal  affixed to the said  instrument  is such  corporate
seal; that it was so affixed by order of the Board of  Commissioners of the said
corporation; and that he signed his name thereto by like order.

                                             -----------------------------------
                                                  (notarial seal and stamp)
STATE OF NEW YORK )
                                    )   ss.
COUNTY OF NEW YORK         )

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

                                            ------------------------------------
                                                     (notarial seal and stamp)
STATE OF NEW YORK )
                                    )   ss.
COUNTY OF NEW YORK         )

         On the               day of                          , 19   . before me
personally came                                                     to me known,
and known to me to be the individual described in and who executed the foregoing
instrument, and
acknowledged to me that (s)he executed the same.

                                            ------------------------------------
                                                     (notarial seal and stamp)
<PAGE>
FORM EWT-OL - Assignment, all Facilities
82773
                               ASSIGNMENT OF LEASE
            WITH ASSUMPTION AND CONSENT        (Lease No.            )

         THIS AGREEMENT,  made as of               by  THE PORT AUTHORITY OF NEW
YORK AND NEW JERSEY (hereinafter called "the Port Authority"),  a body corporate
and  politic  created by Compact  between the States of New York and New Jersey,
with the  consent of the  Congress of the United  States of  America,  having an
office for the transaction of business at One World Trade Center, in the Borough
of Manhattan, in the City, County and State of New York, and



(hereinafter called "the Assignor"),
a corporation organized and existing under the laws of the State of
with an office for the transaction of business at

an individual, residing at

a partnership, consisting of

and
(hereinafter called "the Assignee"),
a corporation organized and existing under the laws of the State of
with an office for the  transaction of business at

an individual, residing at

a partnership, consisting of

the representative of which is

         WITNESSETH, THAT:

         WHEREAS,  the Assignor  desires to assign to the Assignee  that certain
Agreement of Lease dated as of                   ,  19 , made by and between The
Port  Authority  and  the  Assignor,  and  hereinafter,  as the  same  has  been
heretofore amended and extended, called "the Lease";
<PAGE>
FORM EWT - Assignment
10/13/70

covering premises at

         WHEREAS, the Port Authority is willing to consent to such assignment on
certain terms, provisions, covenants and conditions:

         NOW,  THEREFORE,  in consideration of the covenants and mutual promises
herein contained, the Port Authority, the Assignor and the Assignee hereby agree
as follows:

         1.  The  Assignor  does  hereby  assign,  transfer  and set over to the
         Assignee,  heirs, executor,  administrators and successors to and their
         own proper use,  benefit and behoof forever,  the Lease, to have and to
         hold the same unto the Assignee heirs,  executors,  administrators  and
         successors  from the      day of         ,  19 , for and during all the
         rest,  residue,  and  remainder  of the term of the  letting  under the
         Lease, subject nevertheless to all the terms, provisions, covenants and
         conditions  therein  contained;  and the Assignor  does hereby  assign,
         transfer   and  set  over   unto   the   Assignee   heirs,   executors,
         administrators  and  successors,  all right,  title and interest of the
         Assignor in and to a certain deposit  (whether of cash or bonds) in the
         amount of made by the Assignor with the Port Authority, as security for
         the performance of the terms,  provisions,  covenants and conditions of
         the Lease,  but subject to the provisions of the Lease and to any claim
         or  right  to the  said  deposit  or any  part  thereof  heretofore  or
         hereafter made or to be made on the part of the Port Authority.

         2. The Port  Authority  hereby  consents to the  foregoing  assignment.
         Notwithstanding  anything herein to the contrary,  the granting of such
         consent by the Port Authority shall not be, or be deemed to operate as,
         a waiver of the  requirement  for consent or consents to each and every
         subsequent  assignment by the Assignee or by any  subsequent  assignee,
         nor shall the  Assignor  be  relieved  of  liability  under the  terms,
         provisions,  covenants  and  conditions  of the Lease by reason of this
         consent of the Port  Authority or of one or more other  consents to one
         or more other assignments thereof.

         3. The  Assignor  agrees  that  this  assignment  of the Lease and this
         consent of the Port  Authority  thereto shall not in any way whatsoever
         affect or impair the  liability  of the  Assignor  to  perform  all the
         terms,   provisions,   covenants  and  conditions,   including  without
         limitation thereto the obligation to pay rent, of the Lease on the part
         of the  Lessee  or  tenant  thereunder  to be  performed,  and that the
         Assignor  shall  continue  fully liable for the  performance of all the
         terms,   provisions,   covenants  and  conditions,   including  without
         limitation  thereto  the  obligation  to pay  rent,  on the part of the
         Lessee or tenant thereunder to be performed.
<PAGE>
FORM EWT-OL-Assignment,
32679

         4. The Assignee does hereby assume the  performance  of and does hereby
         agree to perform, observe and be subject to, all the terms, provisions,
         covenants and  conditions,  including  without  limitation  thereto the
         obligation to pay rent, contained in the Lease, which were or are to be
         performed or observed by or are applicable to the Lessee thereunder, as
         though the Assignee were the original  signatory to the Lease.  Without
         limiting  the  foregoing,  as an  inducement  to the Port  Authority to
         consent  to  this  assignment,  the  Assignee  has  agreed  to all  the
         provisions  of  Section  7(h) and has  made  the  same  representations
         required  of the Lessee  under  Section  7(h) and the  Assignee  hereby
         covenants and agrees that the Assignee will use the premises solely for
         the purpose set forth in Section 3 of the Lease and that such use shall
         be  subject  to the  provisions  of  Section  7(h)  of the  Lease.  The
         execution of this  instrument by the Port Authority does not constitute
         a  representation  by it that the Assignor  has  performed or fulfilled
         every  obligation  required  by the Lease;  and as to such  matters the
         Assignee  agrees  to  rely  solely  upon  the  representations  of  the
         Assignor.

         5. Neither the Commissioners of the Port Authority nor any of them, nor
         any officer,  agent or employee thereof, shall be charged personally by
         the  Assignor or by the Assignee  with any  liability or held liable to
         either  of them  under  any term or  provision  of this  Agreement,  or
         because of its  execution  or  attempted  execution,  or because of any
         breach or attempted or alleged breach thereof.

         IN WITNESS WHEREOF,  the Port Authority,  the Assignor and the Assignee
have executed these presents as of the date first hereinabove set forth.

                                                     ASSIGNOR:

                                             ___________________________________

ATTEST:                                    By___________________________________

________________________________           (Title)______________________________
                                                              (Seal)


                                                     ASSIGNEE:

                                             ___________________________________


ATTEST:                                    By___________________________________

________________________________           (Title)______________________________
                                                              (Seal)

WITNESS:

________________________________           _______________________________(L.S.)


WITNESS:

________________________________           _______________________________(L.S.)
<PAGE>


                                              THE PORT AUTHORITY OF NEW YORK
                                                      AND NEW JERSEY

                                              __________________________________


ATTEST:                                    By___________________________________

________________________________           (Title)______________________________
                                                              (Seal)




<PAGE>
FORM EWT - Assignment
10/13/70

STATE OF NEW YORK )
                                    )    ss.
COUNTY OF NEW YORK         )

         On the    day of              ,  19 , before me came to me known,  who,
being by me duly sworn,  did depose and say that he resides at that he is the of
the PORT OF NEW YORK AUTHORITY, the corporation described in, and which executed
the foregoing instrument;  that he knows the seal of the said corporation;  that
the seal affixed to the said  instrument is such corporate  seal; that it was so
affixed  by order of the  Commissioners  of the  said  corporation;  and that he
signed his name thereto by like order.

                                                  ------------------------------

STATE OF NEW YORK )
                                    )    ss.
COUNTY OF NEW YORK         )

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

                                                  ------------------------------

STATE OF NEW YORK )
                                    )    ss.
COUNTY OF NEW YORK         )

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

                                                  ------------------------------


<PAGE>

                                    EXHIBIT R

                              RULES AND REGULATIONS
                           FOR THE WORLD TRADE CENTER

         1. Permission granted to use World Trade Center conditional. Permission
granted  by  the  Port  Authority  directly  or  indirectly,   expressly  or  by
implication,  to any  person or  persons,  to enter  upon or use any part of the
World Trade Center (including lessees and other persons occupying or using space
at the World Trade  Center,  persons doing  business with the Port  Authority or
with its lessees or permittees,  and all other persons whatsoever whether or not
of the type  indicated),  is conditioned upon compliance with the Port Authority
Rules and  Regulations  as from time to time may be  changed;  and entry upon or
into the World  Trade  Center by any  person  shall be deemed to  constitute  an
agreement by such person to comply with said Rules and Regulations.

         2. The Manager of the World Trade Center  shall have  authority to deny
the use of the World  Trade  Center to any person  violating  the said Rules and
Regulations or laws,  ordinances or regulations of the United States,  the State
of New York or the City of New York.

         3.  Entry  restrictions.   Persons  shall  use  the  common  areas  and
facilities  in the World Trade Center solely for purposes of ingress and egress,
and no person shall cause any  obstruction  of or loiter in any such common area
or facility.  No person shall interfere with the safe, orderly flow of vehicular
or passenger traffic.  No person shall be permitted to sleep, lie down or sit on
the floor,  ledges,  platforms,  steps or escalators nor erect any  unauthorized
permanent or temporary  structure at the World Trade Center  without the express
written permission of the Manager. In addition, no person shall spit, urinate or
defecate on any part of the World Trade  Center other than in a urinal or toilet
intended for that purpose.  No person shall enter upon any court or roof area or
parking area unless  specifically  so  authorized by lease,  permit,  license or
other  agreement  with the Port  Authority.  The Port Authority may exclude from
buildings at the World Trade Center,  between the hours of 6 p.m. and 8 a.m. and
at all hours on  Saturday,  Sundays and legal  holidays,  all persons who do not
present a pass to the World Trade Center.  All such passes shall be in such form
as the Manager of the World Trade Center may prescribe  from time to time and no
person shall issue passes unless  authorized in writing by the Manager to do so.
Any area barricaded,  roped off or otherwise restricted, shall be presumed to be
closed to the public,  and members of the public are  prohibited  from  entering
said areas  without  the  express  permission  of the  Manager or his  designee.
Furthermore,  if the Port  Authority  deems it advisable  for security  reasons,
occupants  of space at the World  Trade  Center  and  persons  frequently  doing
business there shall provide, and their employees shall wear or carry, badges or
other  suitable  means of  identification  which  shall be  subject to the prior
approval of the Port Authority.  Each person  responsible for issuance of a pass
or other means of  identification  to another person shall be liable to the Port
Authority for all acts or omissions of such other persons.

         4. No person shall gamble or conduct or engage in any game of chance at
the World Trade Center  unless such game of chance is permitted by local,  state
and federal law and has been approved by the Manager.

         5. No  person  may for  commercial  use  make  drawings  or take  still
photographs or motion pictures within the World Trade Center without  permission
of the Manager.
<PAGE>
         6. No persons  other than  authorized  persons or employees of the Port
Authority in  designated  areas shall bathe,  shower,  shave,  launder or change
clothes or remain undressed in any public restroom,  sink, washroom on or within
the World Trade Center.

         7.  Authorization  required for commercial  activity,  entertainment or
solicitation  of  funds.  No  person  at the World  Trade  Center,  unless  duly
authorized in writing by the Port Authority,  shall: (a) sell, or offer for sale
any articles of merchandise or carry on any other  commercial  activity;  or (b)
solicit  any  business  or trade,  or perform or offer to perform  any  service,
including  without  limitation  thereto the  carrying  of baggage for hire,  the
shining of shoes or  bootblacking;  or (c)  entertain or offer to entertain  any
persons by any method including, without limitation thereto, by singing, dancing
or playing any musical instrument;  or (d) canvass, peddle, or solicit funds for
any purpose.

         8. Alcoholic Beverage Restrictions.  No person shall drink or carry any
open  alcoholic  beverage  on any  part of the  World  Trade  Center,  provided,
however,  that this section  shall not apply to those  premises or areas wherein
the consumption of alcoholic  beverages is permitted  pursuant to the provisions
of a lease or other written agreement with the Port Authority.

         9.  Permission  required for posting or distribution of printed matter,
etc. No person shall post, distribute,  exhibit,  inscribe,  paint or affix (nor
shall any person cause, direct or order the posting,  distributing,  exhibiting,
inscribing, painting or affixing of) signs, advertisements,  circulars, notices,
posters, or printed or written or pictorial matter or articles or objects of any
kind at, in, on or to any part of the common areas and  facilities  of the World
Trade Center without the prior written consent of the Manager of the World Trade
Center.  In the event of the violation of the foregoing,  the Port Authority may
remove the same  without  any  liability,  and may charge the  expense  and cost
incurred for such removal to the person or persons violating this rule.

         10. Property Damage.  No person shall deface,  mark, break or otherwise
damage any part of the World Trade  Center or any  property  thereat.  No person
shall remove,  alter or deface any  barricade,  fence or sign at the World Trade
Center.

         11. All persons at the World Trade  Center  shall  exercise  the utmost
care to avoid and prevent injury to persons and damage to property.  Neither any
inclusion  in nor any  omission  from  these  Rules  and  Regulations  shall  be
construed  to relieve  any person from  exercising  the utmost care to avoid and
prevent injury to persons and damage to property.

         12. Lost articles to be turned over to Port Authority.  Persons finding
lost articles at the World Trade Center shall turn them over to a Port Authority
policeman or to the office of the Manager. Articles which are not claimed by the
owner within 90 days may be turned over to the finders thereof,  unless found by
Port Authority employees.

         13.  Animals and pets,  barred,  exception.  No person  except a police
officer or other  person  authorized  by the Manager of the World  Trade  Center
shall enter in or upon the World Trade Center with any animal or pet of any kind
except a "seeing eye" dog or an animal properly confined for shipment.
<PAGE>
         14.  Requests for Port Authority  employees to perform work or services
to be directed to Manager.  No person shall request any Port Authority  employee
to do any work or perform any service,  but shall make all such  requests to the
Manager of the World Trade Center who may not comply with the request unless the
person  making the  request is  entitled  to receive the service at the time the
request is made under written agreement with the Port Authority, and each person
claiming  to be so entitled  shall make known such fact to the Manager  when the
request is made.

         15. Smoking,  operation of cutting torches and like devices restricted.
No person shall smoke or carry lighted cigars, cigarettes, pipes, matches or any
naked flame in any place where smoking is specifically  prohibited by signs, and
no person  shall  operate  at the World  Trade  Center  an  oxyacetylene  torch,
electric arc or similar flame or spark-producing device, cook or light a fire or
otherwise  create a fire or  life/safety  hazard on any part of the World  Trade
Center.  No person  shall  tamper with or permit to be done  anything  which may
interfere  with the  effectiveness  or  accessibility  of any  fire  prevention,
warning or extinguisher equipment at the World Trade Center nor use the same for
any purpose  other than fire fighting or fire  prevention.  Tags showing date of
last  inspection  attached  to units  of fire  extinguishing  and fire  fighting
equipment shall not be removed therefrom.

         16.  Transportation,  storage, etc. of certain materials and substances
prohibited.  No person  shall  store,  keep,  carry,  handle,  use,  dispense or
transport at, in or upon the World Trade  Center,  or bring into the World Trade
Center for any purpose:

         (a)  any  flammable,  combustible,   explosive,  corrosive,  oxidizing,
poisonous,  compressed or otherwise  offensive fluid, gas, chemical substance or
material,  at such time or place or in such manner or  condition  as to endanger
unreasonably or as to be likely to endanger unreasonably persons or property; or

         (b) any firearms or any other weapons, except persons carrying firearms
pursuant  to and in  compliance  with law and all  licenses,  permits,  etc.  in
connection therewith including such of the following as may be on official duty:
authorized peace officers,  post office, customs or express carrier employees or
members of the armed forces of the United States: or

         (c) the following radioactive materials:

                  (1) source  material (as defined in Standards  for  Protection
         Against Radiation,  promulgated by the Nuclear  Regulatory  Commission,
         Title 10,  Code of  Federal  Regulations,  Part 20)  including  but not
         limited  to  uranium,  thorium,  or any  combination  thereof  (but not
         including the "unimportant  quantities of source material" set forth in
         10CFR 40.13);

                  (2) special  nuclear  material  (as defined in  Standards  for
         Protection  Against  Radiation,  promulgated by the Nuclear  Regulatory
         Commission, Title 10. Code of Federal Regulations,  Part 20) including,
         but not limited to,  plutonium,  uranium 233,  uranium  enriched in the
         isotope  233 or in  the  isotope  235,  or  any  material  artificially
         enriched by any of the foregoing:

                  (3) nuclear reactor fuel elements that are partially  expended
         or irradiated;

                  (4) new nuclear reactor fuel elements;
<PAGE>
                  (5) radioactive waste material; or

                  (6) any  radioactive   material  moving  under  an  Interstate
         Commerce  Commission  special permit or Nuclear  Regulatory  Commission
         permit and escort.

         17.  Tampering with controls,  equipment,  etc.  prohibited.  No person
shall tamper with or permit it to be done anything  which may interfere with the
effectiveness or accessibility of any World Trade Center controls,  machinery or
equipment  including  without  limitation  thereto  thermostats,  heater valves,
sprinkler valves and devices,  or blower motors,  and no person shall turn on or
off heating or air cooling controls in the World Trade Center or operate, adjust
or  otherwise  handle or  manipulate  any of the  aforesaid  systems or portions
thereof or operate any other equipment,  machinery or other devices installed or
located therein unless expressly  authorized in writing by the Port Authority to
do so.

         18. Overloading of utility,  mechanical,  etc., systems prohibited.  No
person shall keep, maintain, place or install, use or connect at the World Trade
Center any  equipment  or engage in any activity or operation at the World Trade
Center which will cause or tend to cause an  overloading  of the capacity of any
electrical  circuit  or system or  portion  of any  other  utility,  mechanical,
electrical, electronic,  computerized communication or other systems serving the
World Trade  Center,  nor do or permit to be done  anything  which may interfere
with  the  effectiveness  or  accessibility  of  existing  and  future  utility,
mechanical, electrical, electronic,  computerized communication or other systems
or portions  thereof at the World Trade  Center.  No person  shall in any common
area plug a TV, radio or electrical device into any electrical outlet or connect
any device to any  utility at or in the World Trade  Center  without the express
written approval of the Manager.

         19.  Obstruction  of expansion or  contraction  joints  prohibited.  No
person shall place any  furniture,  machine or equipment  over any  expansion or
contraction joint unless one end of such furniture, machine or equipment is free
to permit expansion or contraction.

         20.  Permission  required  for  installations  or  operation of certain
equipment. No person shall install or use at the World Trade Center, except with
the prior  written  consent of the  Manager of the World Trade  Center,  any air
conditioning  unit or equipment,  refrigerator,  heating or cooking apparatus or
other  power-activated   equipment  or  any  signal  or  call  system  or  other
communication  systems or equipment or any device which connects to the power or
other  lines for  signal or  communications  or other  transmissions  in any way
whatsoever.  No person  shall  install or operate at the World Trade  Center any
device which may in the Port  Authority's  opinion  interfere with or impair any
radio,   television  or  telephone   transmission  or  reception  or  any  other
communication service.

         21. Permission required to lay floor covering.  No person shall lay any
linoleum, floor tile, carpeting or any other affixed floor covering at the World
Trade Center without the prior written consent of the Manager of the World Trade
Center,  and if such consent is given, such directions as the Port Authority may
give as to methods and procedures to be used in the laying and installing of any
such floor covering shall be followed.
<PAGE>
         22. Locks and keys.  No person shall place any  additional  lock of any
kind upon any window or  interior  or exterior  door  without the prior  written
consent  of the  Manager  and  unless a key  thereof  is  delivered  to the Port
Authority,  nor make any  change  in any door or  window  lock or the  mechanism
thereof,  except  with  the  prior  written  consent  of the  Manager.  Upon the
expiration or sooner  termination of any agreement  covering occupancy of space,
the occupant shall  surrender to the Port Authority any and all keys to interior
and  exterior  doors or windows,  whether  said keys were  furnished  to or were
otherwise  procured  by  occupants  and in the  event  of the  loss of any  keys
furnished by the Port Authority the occupant shall pay to the Port Authority the
Port Authority's cost of replacement thereof.

         23.  Obstruction of light,  air, heat,  passage,  etc.  prohibited.  No
person shall obstruct or permit the obstruction of light,  air or passage in the
World  Trade  Center,  or  cover  or  obstruct  any  elements  of  the  heating,
ventilating or air cooling systems therein.  In addition,  no person shall place
any window coverings  including without limitation  thereto,  curtains,  blinds,
shades,  draperies or screens on any exterior window,  without the prior written
consent of the Manager of the World Trade  Center,  but all  occupants  of space
shall  provide  and  install,  at  their  expense,  such  draperies  as the Port
Authority may in its discretion  require or approve,  and all occupants of space
shall keep the draperies closed whenever the sun is shining on the windows.

         24. Approval  required for certain service  contracts.  No person shall
purchase or contract for spring water, ice, waxing,  rug shampooing,  draperies,
towels, cleaning, glass washing,  furniture polishing, lamp servicing,  cleaning
of electric fixtures, removal of waste paper, rubbish and garbage, or other like
services at the World Trade Center except from contractors, companies or persons
approved by the Port Authority.

         25. Measures required to eliminate damaging vibrations.  All persons in
their  operations  and use of space at the World  Trade  Center  shall  take all
reasonable  measures to eliminate  vibrations  tending to damage any part of the
World Trade Center.

         26.  Objectionable  noise prohibited.  No person shall make,  continue,
cause or permit to be made or continued,  any objectionable or disturbing noises
or disturb or interfere  with occupants of the World Trade Center or neighboring
buildings or premises, whether by the use of any loudspeaker or other amplifying
device, musical instrument, radio, talking machine, television, unmusical noise,
whistling,  singing,  or in any other way.  Nothing in this section shall affect
the right of the Port Authority in its sole  discretion to authorize  commercial
activity, entertainment or solicitation of funds.

         27.  Acts or  omissions  resulting  in filing of liens  prohibited.  No
person shall do or omit it to do anything which may be grounds for the filing of
any mechanic's or other lien against the World Trade Center or any part thereof.
Nothing herein shall be deemed to be a consent by the Port Authority to any such
lien or the filing thereof or any  implication  that such lien would be valid or
enforceable  against the Port  Authority  or its  property,  but if such lien is
filed,  notwithstanding  that it may be  groundless or  unenforceable,  the Port
Authority may take such steps as may be required to remove it including  payment
of any debts alleged to be owed by any person and such person shall pay the Port
Authority the Port Authority's cost thereof upon demand.
<PAGE>
         28.  Names of persons to be notified in event of emergency to be filed.
Each  occupant  of space at the  World  Trade  Center  shall  file with the Port
Authority the name,  address,  and telephone  number of at least two  authorized
representatives to be notified in the event of an emergency.

         29. Doors,  windows to be locked and utility  services  turned off upon
leaving.  All occupants of space at the World Trade Center shall before  leaving
the same at any time, close and lock all entrance doors therein and turn off all
utility services controllable by the occupant.

         30.  Use  of  premises  for  lodging,   sleeping  or  immoral  purposes
prohibited.  No occupant of space at the World Trade  Center  shall use the same
for lodging or sleeping purposes or for any immoral purposes.

         31. Use of premises during other than normal  business  hours.  When an
occupant of space at the World Trade  Center  intends to occupy the space during
hours other than normal business hours,  the occupants shall make a request,  in
writing,  for such of those  services  which the occupant is entitled to receive
during normal  business hours as the occupant may desire during hours other than
normal  business  hours,  each  such  request  to be made by 4 p.m.  of the last
business  day before  each day  during  which the  services  are  desired.  Such
services  will be provided and paid for by the occupant in  accordance  with the
schedule of rates  established  by the Port  Authority from time to time and the
occupant  agrees  that  the  Port  Authority  has  made  no  representations  or
warranties  that the premises will be habitable or usable by the occupant during
other than normal business hours unless the aforesaid  services are requested in
advance by the  occupant.  An occupant  of any space at the World  Trade  Center
shall  advise the  Manager of the World  Trade  Center one day in advance of any
occasion when the space he occupies will not be occupied  during normal business
hours because of vacations or special holidays.

         32.  Sidewalks,  open areas,  etc. to be kept free from snow, ice, dirt
and rubbish. All persons occupying at the World Trade Center any space which has
an entrance or exit opening out on a sidewalk or other open area, shall keep all
sidewalks,  open areas,  curbs,  lobbies,  vestibules and steps adjacent to such
space free from snow, ice, dirt and rubbish.

         33.  Abandonment  of property  prohibited.  No person shall abandon any
property at the World Trade Center. Nor shall any person for himself, herself or
another store either  temporarily  or permanently  any personal  property at any
part of the World Trade Center  without the approval of the Manager of the World
Trade Center.  No person shall store  bundles,  paper,  cloth,  cardboard or any
other material in solid, liquid or gas form that could in any way pose a fire or
life/safety  hazard or obstruct or hinder passage  without the express,  written
approval of the Manager.

         34.  Accumulation  and  disposal  of  garbage,   debris,   waste,  etc.
restricted.  No person shall allow any garbage, debris, or other waste materials
(whether solid or liquid) to collect or accumulate at the World Trade Center and
each person shall be responsible  for the removal from the World Trade Center of
all garbage,  debris and other waste materials (whether solid or liquid) arising
out of that person's  operations or occupancy or use of space at the World Trade
Center.  All persons shall use extreme care when  effecting  removal of all such
waste and in no event shall any person use for such  purpose any  facilities  of
the Port  Authority  without the prior  consent in writing of the Manager of the
World Trade Center. All persons shall effect such removal only during such hours
<PAGE>
and by such means as are prescribed by the Manager of the World Trade Center. No
person shall use the water closets,  wash bowls or other  plumbing  fixtures for
any purposes other than those for which they were designed,  and no person shall
throw  therein any improper  articles or  substances  (whether  liquid or solid)
including without limitation thereto garbage, refuse, sweepings,  rubbish, rags,
ashes or  litter.  No person  shall  drop or throw  anything  out of the  doors,
windows or down the  passageways or into any  ventilating or elevator  shaftway,
stairwell or other  openings.  The cost of correcting any condition or repairing
any damage resulting from misuse of fixtures or facilities or from other actions
prohibited  herein  shall be  borne  by the  persons  who,  or  whose  officers,
employees,  representatives,  agents,  contractors or invitees,  have caused the
same.

         35.  Trash  Removal.   All  persons  at  the  World  Trade  Center  are
responsible for providing for their own trash removal to a compactor provided by
the Manager for this  purpose.  No other  method of trash  disposal is permitted
without the express written consent of the Manager.

         36.  Movement of  inventory,  supplies,  equipment,  furnishings,  etc.
restricted. No person shall move inventory,  merchandise, supplies or materials,
fixtures,  equipment,  furnishings  or bulky  articles  of any  kind,  including
without limiting the generality thereof, desks, chairs, tables, safes, cabinets,
shelves, business machines, fans or floor coverings, to or from any space at the
World Trade Center  except with the prior  written  consent of the Manger of the
World Trade  Center and during such hours on such days as may be  prescribed  by
the Manager of the World Trade Center.  In no event will consent be given unless
the person  employed or under  contract to perform such moving is competent  and
responsible  and at least 24 hours'  notice of the person's  desire to have such
moving  performed  has been given in  writing  to the Manger of the World  Trade
Center. No person shall use hand trucks in the passenger  elevators or shall use
the  passenger  elevators  to  transport  freight or bulky  packages of any type
without the written consent of the Manager of the World Trade Center.

         37. Right reserved to inspect freight, articles, packages, etc. brought
in or out.  The Port  Authority  reserves  the right to inspect  all freight and
other articles including  hand-carried packages brought into or out of the World
Trade Center and to exclude  therefrom  all articles  which violate any of these
Rules  and  Regulations,  and to  require  the  occupants  of space  and  others
regularly  doing  business at the World Trade Center to issue package passes (in
such form as may be approved by the Port  Authority)  for packages being carried
to or from, or from one location to another within the World Trade Center.

         38. Elevator service.

         (a) Non-exclusive automatic passenger elevator service will be operated
during normal business hours.

         (b) Minimal passenger elevator service will be available at times other
than normal  business hours for persons who may have business in the World Trade
Center  during such times and whose  presence in the World Trade  Center is duly
authorized in the manner the Port Authority prescribes.

         (c) Freight  elevators  and truck docks will be  available  for routine
movements  during  normal  business  hours.  Notice must be given within  normal
business  hours to the  Manager of the World  Trade  Center at least 24 hours in
advance  in the event  freight  elevator  service  is  desired  which  cannot be
accommodated as a routine  movement or during normal business hours.  The person
<PAGE>
requesting the same will pay the cost for this extra freight elevator service in
accordance  with the schedule of rates  established  by the Port  Authority from
time to time. Persons for whose account property is being delivered or picked up
at the truck docks shall arrange for such delivery or pick-up to be made only at
such  place  or  places  as may be  designated  by the Port  Authority  for such
purposes and shall arrange for the handling and movement of the property in such
a way that it will be removed from the truck docks  immediately upon its arrival
there, and such persons shall not allow any property to be placed or transported
at any time in any common area or facility at the World Trade Center  unless the
area or facility is one which the  Manager  has  designated  as a proper area or
facility for that type of property or  transportation or to remain therein for a
longer time than is  necessary  to  transport  it to its  destination.  The Port
Authority  will  not be  responsible  for the  custody,  security,  handling  or
movement of property  while at the truck  docks or on the freight  elevators  or
while en route to or from  either of the same and the person  for whose  account
property  is  being  delivered  or  picked  up at the  truck  docks  or is being
transported  on, to or from freight  elevators shall make all  arrangements  for
loading,  unloading,  handling and  movement of the  property and its  security,
including  keeping the  property  attended at all times.  Property  may be moved
within  the  World  Trade  Center  solely by  suitable  vehicles  of the  indoor
industrial  wheeler  type with  rubber  tire and side  guards and by way of such
routes as the Manager may designate from time to time.

         39.  Operation  of  elevators  by  persons  other  than Port  Authority
employees prohibited.  No person other than employees of the Port Authority,  or
their  designees,  shall  operate any freight  elevator  or  passenger  elevator
(except for the operation in automatic  passenger  elevators of such controls as
are designed for use by passengers) at the World Trade Center.

         40. Use of elevator, escalators and loading docks restricted.

         (a)  Passenger  elevators  and  escalators  may not be  used  to  carry
freight.

         (b) The use of any escalator,  elevator,  private right-of-way or truck
loading dock at the World Trade Center will be subject to the direct  control of
the Manager.

         (c) No unauthorized person shall cause an elevator or escalator to stop
by means of any emergency  stopping  device  unless  continued  operation  would
appear to result in probably  injury to a person or persons.  Any such  stopping
should be reported immediately to the Manager.

         41.  Vehicular  traffic  restricted.  No person  shall  (nor  shall any
occupant  of space at the World Trade  Center  permit its  officers,  employees,
agents,  representatives  of other persons who are  connected  with or are doing
business with such occupant or who are at the World Trade Center for the purpose
of visiting such space,  to) operate any automotive or other vehicle  (including
skateboard,  rollerskates or bicycle,  scooter or any self-propelled  vehicle or
device) in any area of the World Trade  Center not  designated  for such use, or
operate the same in any vehicular roadway,  parking area, public area or street,
in or adjacent to the World Trade Center,  or park or allow any vehicle to stand
in any such roadway,  area or street except in accordance with such signs, speed
limits, lights, signals, pavement marking,  directions,  laws, ordinances, rules
and regulations (of the Port Authority or of such other agency,  municipality or
<PAGE>
other governmental  authority having  jurisdiction) as may be in force from time
to time. No person shall park vehicles  except in those  portions of the parking
area  designated  for that purpose by the Port Authority and except upon payment
of such parking fees and charges as may from time to time be  prescribed  and if
specific space is assigned to that person then that person shall pay to the Port
Authority  upon  demand  $25 per day per car parked in any area other than those
designated.

         42.  Disabled,  abandoned,  or  illegally  parked  vehicles  subject to
removal.  The Manager may remove  from any area at the World Trade  Center,  any
vehicle  which is  disabled,  abandoned,  parked in violation of these Rules and
Regulations,  or which presents an operational  problem to any area at the World
Trade Center at the  operator's  or owner's  expense and without  liability  for
damage which may result in the course of such moving.

         43.  Operation of motor vehicles.  No person shall operate a vehicle at
the World Trade Center in a careless or negligent  manner or in disregard of the
rights and safety of others, or without due caution or  circumspection,  or at a
speed in excess of speed  limits  posted in the area where the  vehicle is being
operated,  or in any event at a speed in excess of fifteen  (15) miles per hour,
or at any  speed or in a manner  which  endangers  unreasonably  or is likely to
endanger  unreasonably persons or property, or while the driver thereof is under
the influence of intoxicating  liquor, or any narcotic or habit-forming  drug or
if  such  vehicle  is  so  constructed,   equipped  or  loaded  as  to  endanger
unreasonably  or be likely to  endanger  unreasonably  persons or  property,  or
unless (a) the driver  thereof is duly  authorized  to operate  such  vehicle on
State or municipal  highways:  and (b) such vehicle is  registered in accordance
with the provisions of law.

         44. Duty of driver of vehicle involved in accidents.  The driver of any
vehicle  involved  in an accident at the World  Trade  Center  which  results in
injury or death to any person or damage to any property shall  immediately  stop
such  vehicle at the scene of the  accident,  render such  assistance  as may be
needed,  and give his name,  address,  and operator's  license and  registration
number to the person injured or to any officer or witnesses of the accident. The
operator of such vehicle shall make a report of such accident in accordance with
the law of the State of New York.

         45. Definitions. As used in these Rules and Regulations:

         (a) "Holidays" or "legal holidays" shall mean and include the following
days in each year: the first day of January,  known as New Year's day: the third
Monday in January,  known as Martin  Luther  King,  Jr. day;  the twelfth day of
February,  known s Lincoln's  birthday;  the third Monday in February,  known as
Washington's birthday; the last Monday in May, known as Memorial day; the fourth
day of July known as Independence  day; the first Monday in September,  known as
Labor day; the second Monday in October, known as Columbus day; the eleventh day
of November,  known as Veteran's day; the fourth Thursday in November,  known as
Thanksgiving day; and the twenty-fifth day of December,  known as Christmas day;
and if any of such days is Sunday,  the next day  thereafter;  and each  general
election day in the State of New York; and such other or different days or dates
as are declared  "holidays" or "legal  holidays"  under the laws of the State of
New York or as may hereafter be so declared.

         (b) "Normal  business  hours"  shall mean 8 a.m.  to 6 p.m.  Mondays to
Fridays inclusive, legal holidays excepted.
<PAGE>
         (c)  "Person"  or  "persons"  shall mean and include  natural  persons,
corporations  and other legal entities,  whether foreign or domestic,  sovereign
states  and  governments,   governmental  and  quasi-governmental   authorities,
bureaus,  agencies,  boards and other units of  governments,  and  partnerships,
firms, companies,  joint ventures and unincorporated  associations.  All persons
shall be  responsible  for the acts or  omissions  of their  officers,  members,
employees, agents,  representatives,  contractors,  customers, guests, invitees,
and those doing business with them.

         (d)  "Manager"  or "Manager of the World Trade  Center"  shall mean the
person or persons from time to time designated by the Port Authority to exercise
the  powers  and  functions  vested  in the  said  Manager  by these  Rules  and
Regulations  and shall include a temporary or acting  Manager of the World Trade
Center and his duly designated representative or representatives.

         (e)  "Common  areas and  facilities"  shall mean and  include,  without
limiting the generality thereof,  entrances,  exits, lobbies, toilets, passages,
halls,  corridors,   courts,  plazas,   vestibules,   stairways  and  elevators,
escalators  and other areas and  facilities  for the movement of persons  and/or
property.
<PAGE>
WTC-OL 92567
                         (Port Authority Acknowledgment)

STATE OF NEW YORK )
                                    )   ss.
COUNTY OF NEW YORK         )

         On the 23rd day of July,  1996,  before me  personally  came  Robert E.
Catlin to me known,  who,  being by me duly  sworn,  did  depose and say that he
resides in 158 Central Avenue, Madison, NJ 07940, that he is the Acting Director
World Trade Dept. of The Port  Authority of New York and New Jersey,  one of the
corporations  described in and which executed the foregoing instrument;  that he
knows  the seal of the said  corporation;  that  the  seal  affixed  to the said
instrument  is such  corporate  seal;  that it was so  affixed  by  order of the
Commissioners of said  corporation;  and that he signed his name thereto by like
order.

                                              /s/Cecilia Jones
                                              ----------------
                                              CECILIA JONES
                                              Notary Public, State of New York
                                              No. 24-50064383
                                              Qualified in Queens County
                                              Commission Expires Jan 4, 1997


                           (Corporate Acknowledgment)

STATE OF NEW YORK )
                                    )   ss.
COUNTY OF NEW YORK         )

         On the 26th day of June, 1996, before me personally came Roger Burns to
me known, who, being by me duly sworn, did depose and say that he resides in 300
East 59th Street,  New York, New York 10022; that he is the 1st V.P. & Treasurer
of  Matthews & Wright,  Inc.,  one of the  corporations  described  in and which
executed the foregoing  instrument;  that he knows the seal of said corporation;
that the seal affixed to the 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.

                                              /s/Alan Aschner
                                              ---------------
                                              ALAN ASCHNER
                                              Notary Public, State of New York
                                              No. 41-0102960
                                              Qualified in Queens County
                                              Commission Expires March 30, 1997