FIRST
      LEASE MODIFICATION AGREEMENT

     

    FIRST
      LEASE MODIFICATION AGREEMENT
      (the
“Modification Agreement”) made as of the _____ day of February, 2005, by and
      between 59
      MAIDEN LANE ASSOCIATES, LLC,
      a New
      York limited liability company, having and address at c/o AmTrust Realty Corp.,
      250 Broadway, New York, New York 10007 (the "Landlord"), and AMTRUST
      FINANCIAL SERVICES, INC.,
      a New
      York corporation having an office at 59 Maiden Lane, New York, New York 10038
      (the "Tenant").

     

    WITNESSETH:

    


    WHEREAS,
      by
      Standard Form of Office Lease, The Real Estate Board of New York, Inc. 8/99,
      with Rider of even date therewith attached thereto, dated June 28, 2002 (the
      "Lease"), Landlord demised to Tenant certain premises on the 6th
      Floor
      (the "Existing Premises") in the building known as 59 Maiden Lane, New York;
      and

    


    WHEREAS,
      the
      Existing Premises consist of approximately 5,564 rentable square feet and Tenant
      seeks to have the Existing Premises increased by approximately 3,153 rentable
      square so that thereafter it shall consist of approximately 8,807 rentable
      square feet (the “New Premises”); and 

    


    WHEREAS,
      Landlord has agreed to modify and increase the Existing Premises to create
      the
      New Premises subject to the terms and conditions hereinafter set forth (the
      New
      Premises is herein, as of the Lease Modification Commencement Date the
“Premises”).

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, the mutual covenants and agreements hereinafter
      set forth and other good and valuable consideration, the receipt and sufficiency
      of which are hereby mutually acknowledged, Landlord and Tenant do hereby agree
      that the Lease shall be and hereby is modified and amended as follows:


    


    Commencing
      on the date of substantial completion of Landlord’s Work (the “Lease
      Modification Commencement Date”), presently estimated to be February 15,
      2005:

    


    1. The
      Premises are set forth on "Exhibit “A” attached to this Modification
      Agreement.

    


    2. That
      portion of the first page of the Lease which reads “5,654 rentable square feet”
is hereby modified and amended to read “8,807 rentable square feet”.


    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    3. That
      portion of the first page of the Lease which reads “and ending July 31, 2005,
      and then $197,890.00 for the period running from August 1, 2005, through July
      31, 2008,” is hereby deleted and the following inserted in its place and stead
“and ending on the date preceding the Lease Modification Commencement Date,
      $290,631.00 for the period running from the Lease Modification Commencement
      Date
      and ending July 31, 2005, and then $308,245.00 for the period running from
      August 1, 2005, through July 31, 2008,”. 

    


    4.
       Subparagraphs
      51 (2)(a)(i) and (ii) of the Lease are hereby deleted in their entirety and
      the
      following inserted in their place and stead:

    


    (i) One
      Hundred Eighty-Six Thousand Five Hundred Eighty-Two and 00/100($186,582.00)
      Dollars per annum during the period commencing on the Commencement Date and
      ending on the day preceding the Lease Modification Commencement Date;


    


    (ii) Two
      Hundred Ninety Thousand Six Hundred Thirty-One00/100($290,631.00) Dollars during
      the period commencing on the Lease Modification Commencement Date and ending
      on
      July 31, 2005; and,

    


    (iii) Three
      Hundred Eight Thousand Two Hundred Forty-Five 00/100($308,245.00) Dollars per
      annum during the period commencing on August 1, 2005 and ending on the
      Expiration Date. 

    


    4.
       Subparagraph
      52. (1) (j) of the Lease is hereby modified and amended by deleting “.56” in the
      first line thereof, and “5,564” in the second line thereof and substituting
“.88” and “8,807” respectively, in their place and stead. 

    


    5. Landlord
      agrees, at its sole cost and expense, to modify the Existing Premises to create
      the New Premises (as of the Lease Modification Commencement Date, the
“Premises”) by erecting a demising wall within the Existing Premises, as set
      forth on Schedule A hereto, to create the New Premises using Landlord’s building
      standard materials (the “Landlord’s Work”). In the event that Tenant elects to
      use materials other than Landlord’s building standard materials, all costs and
      expenses in connection therewith, in excess of what the Landlord would have
      paid
      using building standard materials, shall be paid by Tenant. 

    


    6.
       Tenant
      represents and warrants that it has not consulted or negotiated with any broker
      in connection with this Modification Agreement and Tenant hereby agrees to
      indemnify, hold harmless and defend Landlord from any claim or liability for
      commissions or fees arising from related to or connected with any person, firm
      or corporation claiming to have dealt with Tenant in connection with the
      Modification Agreement.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    7.
       Except
      to
      the extent herein amended and modified, the Lease shall remain unamended and
      full force and effect. 

     

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have hereunto set their hands and seals as of the day and year
      first above written.

     

    
      	 	 	 
	 	59
              MAIDEN
              LANE ASSOCIATES, LLC
	 	Landlord
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Nathan
              Aber, Manager
	 	 


       

       

      
        	 	 	 
	 	AMTRUST
                FINANCIAL SERVICES, INC. 
	 	Tenant
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
                Stephen Ungar
	 	Title:
                Secretary and General
                Counsel


      

    

    


    Shared
      documents/59 Maiden lane with AmTrust Fin/ Agreement 1-26-05

     

    
      
         

      

      
        3