<PAGE>


                                                                    EXHIBIT 10.1

                                                              EXECUTION ORIGINAL


















                               AGREEMENT OF LEASE


                                     Between


                    EBS FORTY-FOURTH PROPERTY ASSOCIATES LLC



                                    Landlord,



                                       AND


                            PREDICTIVE SYSTEMS, INC.

                                     Tenant.




                                    Premises:
                          The Entire Ninth (9th) Floor
                               19 West 44th Street
                               New York, New York






<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                           Caption                                                                             Page

<S>                                                                                                              <C>
1.       BASIC LEASE TERMS........................................................................................1
         -----------------
                  A.       Definitions............................................................................1
                           -----------
                  B.       Demise.................................................................................2
                           ------
                  C.       Term...................................................................................2
                           ----
                  D.       Rent...................................................................................2
                           ----

2.       USE AND OCCUPANCY........................................................................................2
         -----------------
                  A.       Permitted Uses.........................................................................2
                           --------------
                  B.       Use Prohibitions.......................................................................2
                           ----------------

3.       ALTERATIONS..............................................................................................2
         -----------
                  A.       Alterations Within Premises............................................................2
                           ---------------------------
                  B.       Restoration of Premises................................................................3
                           -----------------------
                  C.       Chlorofluorocarbons....................................................................3
                           -------------------
                  D.       Submission of Plans....................................................................4
                           -------------------
                  E.       Mechanics' Liens; Labor Conflicts......................................................4
                           ---------------------------------

4.       REPAIRS..................................................................................................4
         -------

5.       WINDOW CLEANING..........................................................................................5
         ---------------

6.       REQUIREMENTS OF LAW; FLOOR LOAD..........................................................................5
         -------------------------------
                  A.       Requirements of Law....................................................................5
                           -------------------
                  B.       Floor Load.............................................................................6
                           ----------

7.       SUBORDINATION............................................................................................6
         -------------
                  A.       Subordination..........................................................................6
                           -------------
                  B.       Attornment.............................................................................6
                           ----------
                  C.       Non-Disturbance........................................................................7
                           ---------------

8.       RULES AND REGULATIONS....................................................................................7
         ---------------------

9.       INSURANCE................................................................................................7
         ---------
                  A.       Liability Insurance....................................................................7
                           -------------------
                  B.       "All Risk" Insurance...................................................................8
                           --------------------
                  C.       Waiver of Subrogation..................................................................8
                           ---------------------
                  D.       Landlord's Insurance...................................................................8
                           --------------------

10.      DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE.....................................................8
         ----------------------------------------------------
                  A.       Repair of Damage.......................................................................8
                           ----------------
                  B.       Termination Option.....................................................................9
                           ------------------
                  C.       Repair Delays..........................................................................9
                           -------------
                  D.       Provision Controlling..................................................................9
                           ---------------------
                  E.       Property Loss or Damage................................................................9
                           -----------------------

11.      CONDEMNATION............................................................................................10
         ------------
                  A.       Condemnation..........................................................................10
                           ------------
                  B.       Award.................................................................................10
                           -----

12.      ASSIGNMENT AND SUBLETTING...............................................................................10
         -------------------------
                  A.       Prohibition Without Consent...........................................................10
                           ----------------------------
                  B.       Notice of Proposed Transfer...........................................................11
                           ---------------------------
                  C.       Landlord's Options....................................................................11
                           ------------------
                  D.       Termination by Landlord...............................................................11
                           -----------------------
                  E.       Takeback by Landlord..................................................................11
                           --------------------
                  F.       Effect of Takeback or Termination.....................................................12
                           ---------------------------------
                  G.       Conditions for Landlord's Approval....................................................12
                           ----------------------------------
                  H.       Future Requests.......................................................................13
                           ----------------
                  I.       Sublease Provisions...................................................................13
                           -------------------
                  J.       Profits from Assignment or Subletting.................................................14
                           -------------------------------------
                  K.       Other Transfers.......................................................................14
                           ---------------
                  L.       Related Corporation...................................................................15
                           --------------------
                  M.       Assumption by Assignee................................................................15
                           ----------------------
                  N.       Liability of Tenant...................................................................15
                           -------------------
                  O.       Listings..............................................................................15
                           --------
                  P.       Intentionally Deleted.................................................................15
                           ---------------------
                  Q.       Re-entry by Landlord..................................................................15
                           --------------------

13.      CONDITION OF THE PREMISES...............................................................................16
         -------------------------

14.      ACCESS TO PREMISES......................................................................................16
         ------------------
                  A.       Access by Landlord....................................................................16
                           ------------------
                  B.       Other Landlord Privileges.............................................................17
                           -------------------------
</TABLE>



                                       i
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                             <C>
15.      CERTIFICATE OF OCCUPANCY................................................................................17
         ------------------------

16.      LANDLORD'S LIABILITY....................................................................................17
         --------------------

17.      DEFAULT.................................................................................................18
         -------
                  A.       Events of Default; Conditions of Limitation...........................................18
                           -------------------------------------------
                  B.       Bankruptcy............................................................................18
                           ----------
                  C.       Conditional Limitation................................................................19
                           -----------------------

18.      REMEDIES AND DAMAGES....................................................................................20
         --------------------
                  A.       Landlord's Remedies...................................................................20
                           --------------------
                  B.       Damages...............................................................................20
                           -------
                  C.       Legal Fees............................................................................21
                           ----------

19.      FEES AND EXPENSES.......................................................................................21
         -----------------
                  A.       Curing Tenant's Defaults..............................................................21
                           ------------------------
                  B.       Late Charges..........................................................................21
                           ------------

20.      NO REPRESENTATIONS BY LANDLORD..........................................................................22
         ------------------------------

21.      END OF TERM.............................................................................................22
         -----------
                  A.       Surrender of Premises.................................................................22
                           ---------------------
                  B.       Holdover by Tenant....................................................................22
                           ------------------

22.      QUIET ENJOYMENT.........................................................................................22
         ---------------

23.      FAILURE TO GIVE POSSESSION..............................................................................22
         --------------------------

24.      NO WAIVER...............................................................................................23
         ---------
                  A.       No Extension..........................................................................23
                           ------------
                  B.       No Surrender..........................................................................23
                           ------------
                  C.       No Waiver.............................................................................23
                           ---------
                  D.       Application of Payment................................................................23
                           ----------------------
                  E.       Entire Agreement......................................................................23
                           ----------------

25.      WAIVER OF TRIAL BY JURY.................................................................................23
         -----------------------

26.      INABILITY TO PERFORM....................................................................................24
         --------------------

27.      BILLS AND NOTICES.......................................................................................24
         -----------------

28.      ESCALATION..............................................................................................25
         ----------
                  A.       Defined Terms.........................................................................25
                           -------------
                  B.       Escalation............................................................................26
                           ----------
                  C.       Payment of Escalations................................................................26
                           ----------------------
                  D.       Adjustments...........................................................................27
                           -----------
                  E.       Tax Incentive Programs................................................................28
                           ----------------------

29.      SERVICES................................................................................................28
         --------
                  A.       Elevator..............................................................................28
                           --------
                  B.       Heating...............................................................................28
                           -------
                  C.       Cooling...............................................................................28
                           -------
                  D.       After Hours and Additional Services...................................................28
                           -----------------------------------
                  E.       Cleaning..............................................................................29
                           --------
                  F.       Sprinkler System......................................................................29
                           ----------------
                  G.       Water.................................................................................29
                           -----
                  H.       Electricity Service...................................................................29
                           -------------------
                  I.       Interruption of Services..............................................................30
                           ------------------------
                  J.       Desk Attendants.......................................................................31
                           ---------------

30.      PARTNERSHIP TENANT......................................................................................31
         ------------------
                  A.       Partnership Tenants...................................................................31
                           -------------------
                  B.       Limited Liability Entity..............................................................32
                           ------------------------

31.      VAULT SPACE.............................................................................................32
         -----------

32.      SECURITY DEPOSIT........................................................................................32
         ----------------
                  A.       Deposit of Security...................................................................32
                           --------------------
                  B.       Letter of Credit......................................................................33
                           -----------------
                  C.       Reduction in Security Deposit.........................................................33
                           -----------------------------

33.      CAPTIONS................................................................................................33
         --------

34.      ADDITIONAL DEFINITIONS..................................................................................33
         ----------------------
                  A.       Office................................................................................33
                           ------
                  B.       Reentry...............................................................................33
                           -------
</TABLE>




                                       ii
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                             <C>
                  C.       Rent..................................................................................33
                           ----
                  D.       Business Day..........................................................................33
                           ------------

35.      PARTIES BOUND...........................................................................................33
         -------------

36.      BROKER..................................................................................................33
         ------

37.      INDEMNITY...............................................................................................34
         ---------

38.      ADJACENT EXCAVATION SHORING.............................................................................34
         ---------------------------

39.      MISCELLANEOUS...........................................................................................34
         -------------
                  A.       No Offer..............................................................................34
                           --------
                  B.       Certificates..........................................................................34
                           ------------
                  C.       Directory Listings....................................................................35
                           ------------------
                  D.       Signage...............................................................................35
                           -------
                  E.       Consents and Approvals................................................................35
                           ----------------------
                  F.       Governing Law.........................................................................35
                           -------------
                  G.       Financial Statements..................................................................35
                           --------------------
                  H.       Signatories...........................................................................36
                           -----------

40.      HAZARDOUS SUBSTANCES....................................................................................36
         --------------------
</TABLE>


                                       iii
<PAGE>

Exhibit 1                  Floor Plan of Premises

Exhibit 2                  Form of Letter of Credit

Exhibit 3                  Cleaning Specifications


Schedule A                 Rules and Regulations

Schedule B                 Distribution of Insurance Proceeds

Schedule C                 Requirements for "Certificates of Final Approval"

Schedule D                 Tenant Alteration Work and New Construction
                           Conditions and Requirements



                                       iv
<PAGE>


THIS AGREEMENT OF LEASE (this "Lease"), made as of this ____ day of September,
2001 by and between EBS FORTY-FOURTH PROPERTY ASSOCIATES LLC, a Delaware limited
liability company, having an office c/o Emmes Realty Services LLC, 420 Lexington
Avenue, Suite 900, New York, New York 10170 ("Landlord") and PREDICTIVE SYSTEMS,
INC., a Delaware corporation, having an office at 417 Fifth Avenue, New York,
New York 10018 ("Tenant").


1.       BASIC LEASE TERMS.
         -----------------

     A. Definitions. The following definitions contained in this subsection A of
this Article 1 shall have the meanings hereinafter set forth used throughout
this Lease and the Exhibits and Schedules (if any) annexed hereto and made a
part hereof.

                  (i)      "Base Labor Year" shall mean, collectively, the
                           calendar years 2000 and 2001.

                  (ii)     "Base Tax Year" shall mean the Tax Year (as defined
                           in Article 28 hereof) 2000/2001.

                  (iii)    "Broker" shall mean collectively PBS Realty Advisors
                           and Emmes Realty Services LLC.

                  (iv)     "Building" the building known as 19 West 44th Street,
                           County, City and State of New York.

                  (v)      "Commencement Date" shall mean the date Landlord
                           delivers possession of the Premises to Tenant in
                           broom-clean, "as is" condition; it being understood
                           and agreed that if the Commencement Date does not
                           occur on or prior to October 7, 2001, this Lease
                           shall automatically terminate without further act or
                           instrument of any kind and shall be null and void and
                           of no further force and effect.

                  (vi)     "Expiration Date" shall mean December 31, 2010.

                  (vii)    "Labor Rate Factor" shall mean 15,994.

                  (viii)   "Labor Rate Multiple" shall mean one (1).

                  (ix)     "Permitted Uses" shall mean executive and general
                           offices in connection with Tenant's business and
                           sales of the named Tenant's systems and services via
                           telephone.

                  (x)      "Premises" shall mean the entire ninth (9th) floor in
                           the Building, as more particularly shown on Exhibit 1
                           annexed hereto and made a part hereof.

                  (xi)     "Real Property" shall mean the Building together with
                           the plot of land upon which such building stands.

                  (xii)    "Rent" shall mean:

                           (a)      for the period commencing on the
                                    Commencement Date through and including
                                    September 6, 2005, Seven Hundred Nineteen
                                    Thousand Seven Hundred Thirty and 00/100
                                    ($719,730.00) Dollars per annum, payable in
                                    equal monthly installments of Fifty-Nine
                                    Thousand Nine Hundred Seventy-Seven and
                                    50/100 ($59,977.50) Dollars each; and

                           (b)      for the period commencing on September 7,
                                    2005 through and including the Expiration
                                    Date, Seven Hundred Eighty-Three Thousand
                                    Seven Hundred Six and 00/100 ($783,706.00)
                                    Dollars per annum, payable in equal monthly
                                    installments of Sixty-Five Thousand Three
                                    Hundred Eight and 83/100 ($65,308.83)
                                    Dollars each.

                  (xiii)   "Security Deposit" shall mean the sum of $359,865.00,
                           subject to reduction as provided in Article 32
                           hereof.

                  (xiv)    "Tenant's Proportionate Share" shall mean six and
                           four tenths percent (6.4%), based upon the agreement
                           of the parties that the Premises consists of 15,994
                           rentable square feet. Landlord represents that for
                           all leases currently being executed by Landlord
                           named herein, the proportionate share for all
                           tenants under all such leases is computed by (a)
                           dividing the number of rentable square feet deemed
                           to be in the applicable premises by 249,904 which is
                           the number of rentable square feet deemed to be in
                           the Building and then (b) rounding the thousandths
                           decimal place, if any, of the quotient arrived at in
                           clause (a) above upwards or downwards to the nearest
                           hundredths decimal place.





<PAGE>


         Notwithstanding anything to the contrary contained in this subsection A
of this Article 1, Articles 1 through 40 of this Lease shall control the rights
and obligations of the parties hereto.

         B. Demise. Subject to and upon the terms and conditions of this Lease,
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the
Premises.

         C. Term. This Lease shall be for a term (the "Term") which commences on
the Commencement Date and ends on the Expiration Date, unless sooner terminated
pursuant to any of the terms, covenants or conditions of this Lease or pursuant
to law. Within ten (10) business days of Landlord's request, Tenant and Landlord
shall join in the execution of an agreement stipulating the Commencement Date
and the Expiration Date of this Lease.

         D. Rent. Commencing as of the Commencement Date and continuing
throughout the Term, Tenant shall pay Landlord the annual Rent set forth in
Subsection A of this Article 1, payable without demand, on or in advance of the
first day of each month in equal monthly installments, in lawful money (legal
tender for public or private debts) of the United States of America, at the
office of Landlord or such other place as Landlord may designate in writing from
time to time without any set-off, offset, abatement or deduction, except as may
be expressly set forth herein. If the Commencement Date occurs on a date other
than the first day of a calendar month, Tenant shall pay to Landlord on or
before the Commencement Date the monthly installment of Rent for such partial
month on a pro rata basis (based on the actual number of days in the
commencement month). Such payment shall constitute payment of the Rent for the
period from the Commencement Date to and including the last day of the calendar
month in which the Commencement Date shall occur.


2.       USE AND OCCUPANCY.
         -----------------

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

         B. Use Prohibitions. Anything contained herein to the contrary
notwithstanding, Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used, (i) for the business of
photographic, multilith or multigraph reproductions or offset printing, (ii) as
an employment agency, labor union office, physician's or dentist's office or for
the rendition of any other diagnostic or therapeutic services, dance or music
studio, school (except for the training of employees of Tenant), (iii) for a
public stenographer or typist, (iv) for a telephone or telegraph agency,
telephone or secretarial service for the public at large, (v) for a messenger
service for the public at large, (vi) gambling or gaming activities, obscene or
pornographic purposes or any sort of commercial sex establishment, (vii) for the
possession, storage, manufacture or sale of alcohol, drugs or narcotics, (viii)
for the offices or business of any federal, state or municipal agency or any
agency of any foreign government or (ix) for a security or guard service, or any
other business for which Landlord would not normally rent space for. If any
provision of this Lease permits, in whole or in part, use involving fabrication
of any product or assembly of components of any product or the sale of any
product or service, such use is only permitted to the extent lawful under the
present certificate of occupancy for the Building and under laws, ordinances,
regulations, rules and orders of any governmental body having jurisdiction over
the Premises, from time to time in effect. The provisions of this Article shall
be binding upon Tenant's successors, assigns, subtenants and licensees and shall
not be waived by any consent to an assignment or subletting or otherwise except
by written instrument expressly referring to this Article. Nothing in this
subsection B shall preclude Tenant from using any part of the Premises for
photographic, multilith or multigraph reproductions in connection with, either
directly or indirectly, its own business and/or activities.


3.       ALTERATIONS.
         -----------



                                       2
<PAGE>


         A. Alterations Within Premises. Tenant shall not make or perform or
permit the making or performance of, any alterations, installations,
improvements, additions or other physical changes in or about the Premises
("Alterations") without Landlord's prior consent. Subject to the prior written
consent of Landlord, which consent shall not be unreasonably withheld, delayed
or conditioned, and to the provisions of this Article, Tenant, at Tenant's
expense, may make Alterations in or to the interior of the Premises which are
nonstructural, do not affect the Building's mechanical, electrical, plumbing,
Class E or other Building systems or the structural integrity of the Building,
do not affect any part of the Building other than the Premises, do not affect
any service required to be furnished by Landlord to Tenant or to any other
tenant or occupant of the Building, do not reduce the value or utility of the
Building and which are performed only by contractors and mechanics first
reasonably approved by Landlord and in compliance with all applicable laws.
Notwithstanding the foregoing, Tenant may, without Landlord's consent, perform
alterations of a purely cosmetic or decorative nature (e.g., painting or the
installation of wall covering or carpeting) (collectively "Cosmetic
Alterations") provided that (i) the estimated cost of the labor and materials
for such Alterations in any one instance (or in a series of instances
effectuating a single alteration plan) does not exceed $30,000.00, (ii) such
Alterations are performed by contractors reasonably acceptable to Landlord,
(iii) Landlord shall have received, at least ten (10) days prior to the
commencement of such Alterations, notice of the Alterations to be performed, the
identity of the contractors performing such Alterations (together with
certificates of insurance required to be maintained by such contractors) and
copies of drawings, plans and specifications prepared with respect to such
Alterations, if any, and (d) the terms and provisions of this Lease regarding
Alterations are otherwise fully complied with. Tenant shall not perform work
which would (i) require changes to the structural components of the Building or
the exterior design of the Building, (ii) require any material modification to
the Building's mechanical, electrical, plumbing installations or other Building
installations outside the Premises, (iii) not be in compliance with all
applicable laws, rules, regulations and requirements of any governmental
department having jurisdiction over the Building and/or the construction of the
Premises, including but not limited to, the Americans with Disabilities Act of
1990, or (iv) be incompatible with the Certificate of Occupancy for the
Building. Subject to the terms of Article 6 hereof, any changes required by any
governmental department resulting from Tenant's Alterations in or with respect
to the Premises shall be performed at Tenant's sole cost. All Alterations shall
be done at Tenant's expense and at such times and in such manner as Landlord may
from time to time reasonably designate pursuant to the conditions for
Alterations prescribed by Landlord for the Premises. A copy of the current
construction conditions and requirements for tenant alteration work and new
construction is annexed hereto as Schedule F and made a part hereof.

         B. Restoration of Premises. All furniture, furnishings and movable
fixtures and removable partitions installed by Tenant must be removed from the
Premises by Tenant, at Tenant's expense, prior to the Expiration Date. All
Alterations in and to the Premises which may be made by Landlord or Tenant prior
to and during the Term, or any renewal thereof, shall become the property of
Landlord upon the Expiration Date or earlier end of the Term or any renewal
thereof, and shall not be removed from the Premises by Tenant unless Landlord,
at Landlord's option by notice to Tenant prior to the Expiration Date, elects to
have them removed from the Premises by Tenant, in which event the same shall be
removed from the Premises by Tenant, at Tenant's expense, on or prior to the
Expiration Date. In the event Landlord elects to have Tenant remove such
Alterations, Tenant shall repair and restore in a good and workmanlike manner to
Building standard original condition (reasonable wear and tear excepted) any
damage to the Premises or the Building caused by such removal. Notwithstanding
the foregoing, Tenant may, at the time of its initial submission of plans and
specifications showing proposed Alterations to Landlord for Landlord's review
and approval, request in writing that Landlord waive its right to compel Tenant
to remove the Alterations identified on such plans and specifications. If
Landlord waives such right to compel Tenant to remove such Alterations, in whole
or in part, Landlord shall notify Tenant at the time of the approval of such
plans and specifications of those Alterations which Tenant may be required to
remove in accordance with the terms of this Article prior to the expiration of
the Term or upon the occurrence of a termination of this Lease and Tenant shall,
upon the expiration of the Term or upon such termination, unless instructed
otherwise by Landlord, be required to remove only such Alterations specified in
Landlord's notice. Notwithstanding anything to the contrary contained herein,
Landlord hereby agrees to waive Tenant's restoration obligation with respect to
any Alterations that are customary in nature for office installations and which
shall not cause Landlord to incur extraordinary demolition expenses at the end
of the Term hereof (by means of illustration only, customary office
installations shall mean built-in bookcases and kitchen pantry, but not raised
flooring). Any of such Alterations or other property except for cash or cash
equivalents (i.e., bonds, notes and securities) not so removed by Tenant at or
prior to the Expiration Date or earlier termination of the Term shall become the
property of Landlord, but nothing herein shall be deemed to relieve Tenant of
responsibility for the cost of removal of any such Alterations or other property
which Tenant is obligated to remove hereunder.

         C. Chlorofluorocarbons. Anything contained herein to the contrary
notwithstanding, in the event Landlord shall elect to have Tenant repair or
remove any mechanical or other equipment installed by or on behalf of Tenant
within the Premises containing chlorofluorocarbons ("CFC's"), the repair or
removal of such equipment, as the case may be, shall conform with all
requirements of law and industry practices. Additionally, any such repair or
removal shall be done by contractors reasonably approved by Landlord and subject
to the procedures to which Landlord's consent shall have previously been
obtained. Tenant shall indemnify and hold Landlord harmless from any liability
or damages resulting from any contamination within the Building, as a result of
the repair or removal of any of the aforesaid equipment containing CFC's by
Tenant.



                                       3
<PAGE>


         D. Submission of Plans. Prior to making any Alterations, Tenant (i)
shall submit to Landlord or to a consultant appointed by Landlord ("Landlord's
Consultant") detailed plans and specifications (including layout, architectural,
mechanical, electrical, plumbing, Class E sprinkler and structural drawings
stamped by a professional engineer or architect licensed in the State of New
York) for each proposed Alteration and shall not commence any such Alteration
without first obtaining Landlord's acceptance of such plans and specifications,
which acceptance shall be granted or withheld in accordance with the terms of
Subsection A hereof, (ii) shall pay to Landlord all reasonable out-of-pocket
costs and expenses incurred by Landlord (including the cost of Landlord's
Consultant) in connection with Landlord's review of Tenant's plans and
specifications, (iii) shall, at its expense, obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies, and (iv)
shall furnish to Landlord evidence that Tenant, and Tenant's contractors and
subcontractors engaged in connection with such Alterations, are carrying such
insurance as Landlord may require, as more particularly set forth in Schedule D
annexed hereto and made a part hereof. Upon completion of such Alteration,
Tenant, at Tenant's expense, shall obtain certificates of final approval of such
Alteration, including the "as-built" or marked drawings showing such
Alterations, required by any governmental or quasi-governmental bodies and shall
furnish Landlord with copies thereof. All Alterations shall be made and
performed in accordance with the Rules and Regulations (hereinafter defined) and
in accordance with the Americans with Disabilities Act of 1990, including but
not limited to the accessibility provisions thereof; all materials and equipment
to be incorporated in the Premises as a result of all Alterations shall be new
and first quality; no such materials or equipment shall be subject to any lien,
encumbrance, chattel mortgage or title retention or security agreement. In the
event any Alterations are performed by Landlord's designated contractor or any
entity which is an affiliate of Landlord or any general partner or managing
member of Landlord, the failure by Tenant to pay the cost of such Alterations
within ten (10) business days after rendition of a bill therefor and notice and
a reasonable opportunity to cure shall be deemed a material default under this
Lease. Landlord's approval of Tenant's plans, specifications and working
drawings for Alterations shall create no responsibility or liability on the part
of Landlord with respect to their completeness, design, sufficiency or
compliance with all applicable laws, rules or regulations of governmental
agencies or authorities.

         E. Mechanics' Liens; Labor Conflicts. Any mechanic's lien filed against
the Premises, or the Real Property, for work claimed to have been done for, or
materials claimed to have been furnished to, Tenant, shall be discharged by
Tenant within thirty (30) days thereafter, at Tenant's expense, by payment or
filing the bond required by law. Within ten (10) business days following
Landlord's request, Tenant agrees to provide Landlord with lien waivers executed
by the general contractor and its subcontractors employed in connection with any
Alterations performed and substantially completed by or on behalf of Tenant. In
addition, within ten (10) business days following Landlord's request, Tenant
agrees to provide Landlord with partial lien waivers if the performance of the
Alterations in question is not ongoing in the ordinary course or if Landlord,
acting reasonably, or any lender of Landlord requests such lien waivers. Tenant
shall not, at any time prior to or during the Term, directly or indirectly
employ, or permit the employment of, any contractor, service provider, mechanic
or laborer in the Premises, whether in connection with any Alterations, cleaning
services or otherwise, if, in Landlord's sole but reasonable discretion, such
employment will interfere or cause any conflict with other contractors, service
providers, mechanics, or laborers engaged in the construction, cleaning,
maintenance or operation of the Building by Landlord, Tenant or others. In the
event of any such interference or conflict, Tenant, upon demand of Landlord,
shall cause all contractors, service providers, mechanics or laborers causing
such interference or conflict to leave the Building immediately.

4. REPAIRS. Landlord shall maintain and repair the public portions of the
Building, both exterior and interior, all Building systems and the restrooms on
the ninth (9th) floor, all in a manner consistent with comparable office
buildings in the general proximity of the Building, except for repairs and
maintenance required to be performed by Tenant in accordance with the terms of
this Lease. Tenant shall, throughout the Term, take good care of the Premises
and the fixtures and appurtenances therein and at Tenant's sole cost and
expense, make all nonstructural repairs thereto as and when needed to preserve
them in good working order and condition, reasonable wear and tear and damage
for which Tenant is not responsible under the terms of this Lease excepted.
Tenant shall pay Landlord for all replacements to the lamps, tubes, ballasts and
starters in the lighting fixtures installed in the Premises. Notwithstanding the
foregoing and subject to the terms of Article 9C hereof, all damage or injury to
the Premises or to any other part of the Building, or to its fixtures, equipment
and appurtenances, whether requiring structural or nonstructural repairs, caused
by or resulting from the carelessness, omission, neglect or improper conduct of,
or Alterations made by, or any work, labor, service or equipment done for or
supplied to, Tenant or any subtenant, or the installation, use or operation of
any property or equipment by Tenant or any of Tenant's subtenants, agents,
employees, invitees or licensees, shall be repaired promptly by Tenant, at its
sole cost and expense, to the reasonable satisfaction of Landlord. Subject to
the terms of Article 9C hereof, Tenant also shall repair all damage to the
Building and the Premises caused by the moving of Tenant's fixtures, furniture
or equipment by or on behalf of Tenant, Tenant's subtenants, agents, employees,
invitees or licensees. All the aforesaid repairs shall be of quality and class
equal to the original work or construction and shall be made in accordance with
the provisions of Article 3 hereof. If Tenant fails after ten (10) days notice
to proceed with due diligence to make repairs required to be made by Tenant
hereunder, or if Landlord elects to make any repairs in or to the Building or
the facilities and systems thereof for which Tenant is responsible, the same may
be made by Landlord, at the expense of Tenant, and the expenses thereof incurred
by Landlord shall be collectible by Landlord as additional rent promptly after
rendition of a bill or statement therefor. Tenant shall give Landlord prompt
notice of any defective condition in the Premises for which Landlord may be
responsible hereunder. Except as expressly provided in Articles 10 and 29
hereof, there shall be no allowance to Tenant for a diminution of rental value
and no liability on the part of Landlord by reason of inconvenience, annoyance
or injury to business arising from Landlord, Tenant or others making, or failing
to make, any repairs, alterations, additions or improvements in or to any
portion of the Building, or the Premises, or in or to fixtures, appurtenances,
or equipment thereof. If the Premises be or become infested with vermin, Tenant,
at Tenant's expense, shall cause the same to be exterminated from time to time
to the reasonable satisfaction of Landlord and shall employ such exterminators
and such exterminating company or companies as shall be reasonably approved by
Landlord. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were designed or
constructed, and no sweepings, rubbish, rags, acids or other substances shall be
deposited therein. If at any time any windows of the Premises are temporarily
closed, darkened or bricked-up if required by law or related to any construction
upon property adjacent to the Real Property, Landlord shall not be liable for
any damage Tenant may sustain thereby and Tenant shall not be entitled to any
compensation therefor nor abatement of Rent nor shall the same release Tenant
from its obligations hereunder nor constitute an eviction. If at any time the
windows of the Premises are temporarily closed, darkened or bricked-up, as
aforesaid, then, unless Tenant is required pursuant to this Lease to perform the
repairs, maintenance, alterations or improvements, or to comply with any law
which resulted in such windows being closed, darkened or bricked-up, Landlord
shall perform such repairs, maintenance, alterations or improvements with
reasonable diligence and otherwise take such action as may be reasonably
necessary to minimize the period during which such windows are temporarily
closed, darkened or bricked-up, but the foregoing shall not require Landlord to
engage overtime or premium-pay labor.




                                       4
<PAGE>

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


6.       REQUIREMENTS OF LAW; FLOOR LOAD.
         -------------------------------

         A. Requirements of Law. Tenant, at Tenant's sole expense, shall
promptly comply with all present and future laws, statutes, orders, directives
and regulations of federal, state, county, city and municipal authorities,
departments, bureaus, boards, agencies, commissions and other sub-divisions
thereof, and of any official thereof and any other governmental and quasi-public
authority and all rules, orders, regulations or requirements of the New York
Board of Fire Underwriters, or any other similar body which shall now or
hereafter impose any violation, order or duty (collectively, the "Legal
Requirements" and individually, a "Legal Requirement") upon Landlord or Tenant
with respect to the Premises as a result of Tenant's particular use or
occupation or the alteration thereof by Tenant (as opposed to Tenant's "mere"
office use). Tenant shall not be responsible for complying with any Legal
Requirement that requires modifications to the Building outside of the Premises
unless compliance with such Legal Requirement is necessitated by or in
connection with an act or omission of Tenant or any person or entity acting by
or on behalf of Tenant, including, without limitation, any Alteration by Tenant
or any of its subtenants or Tenant's or any of its subtenants' particular manner
of use of the Premises (as opposed to Tenant's "mere" office use). Tenant shall
not do or permit to be done any act or thing upon the Premises which is contrary
to and will invalidate or be in conflict with any public liability, fire or
other policies of insurance at any time carried by or for the benefit of
Landlord with respect to the Building and fixtures and property therein, or
which shall or might subject Landlord to any liability or responsibility to any
person or for property damage. Tenant shall not do, or permit anything to be
done in or upon the Premises, or bring or keep anything therein, except as now
or hereafter permitted by the New York City Fire Department, New York Board of
Fire Underwriters, New York Fire Insurance Rating Organization or other
authority having jurisdiction and then only in such quantity and manner as not
to increase the insurance rate applicable to the Building, or use the Premises
in a manner which shall increase the rate of fire insurance on the Building or
on property located therein, over that in similar type buildings or in effect
prior to this Lease. Any work or installations made or performed by or on behalf
of Tenant (other than by Landlord) or any person claiming through or under
Tenant pursuant to this Article shall be made in conformity with, and subject to
the provisions of, Article 3 hereof. If by reason of Tenant's failure to comply
with the provisions of this Article, the fire insurance rate shall at the
beginning of this Lease or at any time thereafter be higher than it otherwise
would be, then Tenant shall reimburse Landlord, as additional rent hereunder,
for that part of all fire insurance premiums thereafter paid by Landlord which
shall have been charged because of such failure of use by Tenant, and shall make
such reimbursement upon the first day of the month following such outlay by
Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a
schedule or "make up" of rates for the Building or the Premises issued by the
New York Fire Insurance Rating Organization, or other body fixing such fire
insurance rates, shall be conclusive evidence of the facts therein stated and of
the several items and charges in the fire insurance rates then applicable to the
Premises. Any work or installations made or performed by or on behalf of Tenant
or any person claiming through or under Tenant pursuant to this Article shall be
made in conformity with, and subject to the provisions of, Article 3 hereof.

         B. Floor Load. Tenant shall not place a load upon any floor of the
Premises exceeding the floor load per square foot area which such floor was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, business machines and heavy
equipment and installations such that the same are placed and maintained by
Tenant, at Tenant's expense, in settings sufficient in Landlord's reasonable
judgment to absorb and prevent vibration, noise and annoyance. Tenant shall not
move any safe, heavy machinery, heavy equipment, freight, bulky matter or
fixtures into or out of the Building without Landlord's prior consent, which
consent shall not be unreasonably withheld, conditioned or delayed, and payment
to Landlord of Landlord's actual out-of-pocket costs paid to third parties in
connection therewith. If such safe, machinery, equipment, freight, bulky matter
or fixtures requires special handling that would require a rigger, Tenant agrees
to employ only persons holding a Master Rigger's License to do said work, and
that all work in connection therewith shall comply with the Administrative Code
of the City of New York and all other laws and regulations applicable thereto,
and shall be done during such hours as Landlord may reasonably designate.




                                       5
<PAGE>


7.       SUBORDINATION.
         -------------

         A. Subordination. This Lease is subject and subordinate to each and
every ground or underlying lease of the Real Property or the Building hereafter
made by Landlord (each a "Superior Lease" and collectively, the "Superior
Leases") and to each and every trust indenture and mortgage (collectively the
"Mortgages") which may now or hereafter affect the Real Property, the Building
or any such Superior Lease and the leasehold interest created thereby, and to
all renewals, extensions, supplements, amendments, modifications,
consolidations, and replacements thereof or thereto, substitutions therefor and
advances made thereunder. Landlord represents that as of the date hereof there
are no Superior Leases affecting the Real Property. This clause shall be
self-operative and no further instrument of subordination shall be required to
make the interest of any lessor under a Superior Lease, or trustee or mortgagee
of a Mortgage superior to the interest of Tenant hereunder. In confirmation of
such subordination, however, Tenant shall execute promptly any certificate that
Landlord may reasonably request. If the date of expiration of any Superior Lease
shall be the same day as the Expiration Date, the Term shall end and expire
twelve (12) hours prior to the expiration of the Superior Lease. Tenant
covenants and agrees that, except as expressly provided herein, Tenant shall not
do anything that would constitute a default under any Superior Lease or
Mortgage, or omit to do anything that Tenant is obligated to do under the terms
of this Lease so as to cause Landlord to be in default under any of the
foregoing. If, at any time Landlord's obligations as lessee under any Superior
Lease require Landlord to modify any of its obligations under, or any of the
terms of, this Lease or if, in connection with the financing of the Real
Property, the Building or the interest of the lessee under any Superior Lease,
any lending institution shall request reasonable modifications of this Lease,
provided such modifications do not materially increase the obligations or
materially and adversely affect or materially diminish the rights of Tenant
under this Lease, Tenant covenants to make such modifications.

         B. Attornment. If at any time prior to the expiration of the Term, any
Mortgage shall be foreclosed or any Superior Lease shall terminate or be
terminated for any reason, Tenant agrees, at the election and upon demand of any
owner of the Real Property or the Building, or the lessor under any such
Superior Lease, or of any mortgagee in possession of the Real Property or the
Building, to attorn, from time to time, to any such owner, lessor or mortgagee,
upon the then executory terms and conditions of this Lease, for the remainder of
the term originally demised in this Lease, provided that such owner, lessor or
mortgagee, as the case may be, or receiver caused to be appointed by any of the
foregoing, shall not then be entitled to possession of the Premises. The
provisions of this subsection B shall inure to the benefit of any such owner,
lessor or mortgagee, shall apply notwithstanding that, as a matter of law, this
Lease may terminate upon the termination of any such Superior Lease, and shall
be self-operative upon any such demand, and no further instrument shall be
required to give effect to said provisions. Tenant, however, upon demand of any
such owner, lessor or mortgagee, agrees to execute, from time to time,
instruments in confirmation of the foregoing provisions of this subsection B,
reasonably satisfactory to any such owner, lessor or mortgagee and Tenant
acknowledging such attornment and setting forth the terms and conditions of its
tenancy. Nothing contained in this subsection B shall be construed to impair any
right otherwise exercisable by any such owner, lessor or mortgagee.

         C. Non-Disturbance. Landlord agrees that it shall obtain from the
holder of the first Mortgage currently encumbering the Real Property, a
subordination, non-disturbance and attornment agreement in favor of Tenant in
the form generally used by the holder of such first Mortgage within thirty (30)
days following Tenant's execution and delivery of the same and in addition,
Landlord shall use reasonable efforts to obtain from the future holder of any
Mortgage, a subordination, non-disturbance and attornment agreement in the form
generally used by such holder; it being expressly understood and agreed that the
failure to obtain any such future subordination, non-disturbance and attornment
agreement shall in no way relieve Tenant of any of its obligations hereunder or
affect the subordination of this Lease as provided herein. Landlord shall not be
required to expend any sums or incur any fees in connection with obtaining any
subordination, non-disturbance and attornment agreement unless Tenant shall pay
such sums to Landlord in advance and Landlord shall not be required to seek any
alternative financing arrangements if the holder of any future Mortgage is
unwilling to grant non-disturbance protection to Tenant.


8. RULES AND REGULATIONS. Tenant and Tenant's employees, agents, visitors and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations annexed hereto and made a part hereof as Schedule A and such other
and further reasonable Rules and Regulations as Landlord or Landlord's agents
may from time to time adopt (collectively, the "Rules and Regulations") on such
notice to be given as Landlord may elect; provided that no new Rules and
Regulations shall materially increase Tenant's costs of operating its business
in the Premises . Nothing in this Lease contained shall be construed to impose
upon Landlord any duty or obligation to enforce the Rules and Regulations or
terms, covenants or conditions in any other lease, against any other tenant and
Landlord shall not be liable to Tenant for violation of the same by any other
tenant, its employees, agents, visitors or licensees but Landlord shall not
enforce the Rules and Regulation in a discriminatory manner against Tenant.




                                       6
<PAGE>


9.       INSURANCE.
         ---------

         A. Liability Insurance. Tenant shall obtain at its own expense and keep
in full force and effect during the Term, a policy of commercial general
liability insurance (including, without limitation, insurance covering Tenant's
contractual liability under this Lease), under which Tenant is named as the
insured, and Landlord, Landlord's managing agent, the present and any future
mortgagee of the Real Property or the Building and/or such other designees
specified by Landlord from time to time, are named as additional insureds. Such
policy shall contain a provision that no act or omission of Tenant shall affect
or limit the obligation of the insurance company to pay the amount of any loss
sustained. Such policy shall also contain a provision which provides the
insurance company will not cancel or refuse to renew the policy, or change in
any material way the nature or extent of the coverage provided by such policy,
without first giving Landlord at least thirty (30) days written notice by
certified mail, return receipt requested, which notice shall contain the policy
number and the names of the insureds and policy holder. The minimum limits of
liability shall be a combined single limit with respect to each occurrence in an
amount of not less than $5,000,000 for injury (or death) and damage to property
or such greater amount as Landlord may, from time to time, reasonably require.
Tenant shall also maintain at its own expense during the Term a policy of
workers' compensation insurance providing statutory benefits for Tenant's
employees and employer's liability. Tenant shall provide to Landlord upon
execution of this Lease and at least thirty (30) days prior to the termination
of any existing policy, a certificate evidencing the effectiveness of the
insurance policies required to be maintained hereunder which shall include the
named insured, additional insured, carrier, policy number, limits of liability,
effective date, the name of the insurance agent and its telephone number. Tenant
shall provide Landlord with a complete copy of any such policy upon written
request of Landlord. Tenant shall have no right to obtain any of the insurance
required hereunder pursuant to a blanket policy covering other properties unless
the blanket policy contains an endorsement that names Landlord, Landlord's
managing agent and/or designees specified by Landlord from time to time, as
additional insureds, references the Premises, and guarantees a minimum limit
available for the Premises equal to the amount of insurance required to be
maintained hereunder. Each policy required hereunder shall contain a clause that
the policy and the coverage evidenced thereby shall be primary with respect to
any policies carried by Landlord, and that any coverage carried by Landlord
shall be excess insurance. The limits of the insurance required under this
subsection shall not limit the liability of Tenant under this Lease. All
insurance required to be carried by Tenant pursuant to the terms of this Lease
shall be effected under valid and enforceable policies issued by reputable and
independent insurers permitted to do business in the State of New York, and
rated in Best's Insurance Guide, or any successor thereto (or if there be none,
an organization having a national reputation) as having a general policyholder
rating of "A-" and a financial rating of at least "10". In the event that Tenant
fails to continuously maintain insurance as required by this subsection,
Landlord may, at its option and without relieving Tenant of any obligation
hereunder, order such insurance and pay for the same at the expense of Tenant.
In such event, Tenant shall repay the amount expended by Landlord, with interest
thereon at the rate set forth in subsection B of Article 19 hereof, promptly
following Landlord's written demand therefor.

         B. "All Risk" Insurance. Tenant shall also maintain at its own expense
during the Term a policy against fire and other casualty on an "all risk" form
covering all furniture, fixtures, equipment, personal property and inventory of
Tenant located in the Premises sufficient to provide 100% full replacement value
of such items, which policy shall otherwise comply with the provisions of
subsections A and C of this Article 9. On any such policy, Tenant shall name
Landlord as a loss payee, as its interest may appear.

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

         D. Landlord's Insurance. Landlord agrees to maintain and keep in full
force and effect throughout the Term hereof, standard fire and extended coverage
policy, insuring the Building against fire and other causes included on an "all
risk" form sufficient to provide 100% full replacement value of the Building
(exclusive of foundations) or such lesser amount as will avoid co-insurance
provided, however, if (i) such insurance coverage ceases to be available or (ii)
the cost of such insurance increases so that owners of similar properties in New
York County, New York generally cease to carry such insurance, Landlord shall
maintain such insurance coverage as is customarily maintained by owners of
similar properties in New York County, New York.

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


                                       7
<PAGE>


         A. Repair of Damage. If the Premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give prompt notice thereof to
Landlord and this Lease shall continue in full force and effect except as
hereinafter set forth. If the Premises shall be damaged by fire or other
casualty, then the Premises shall be repaired and restored to its condition
preceding the damage in accordance with the provisions of this Article 10 as
promptly as reasonably practicable. Whenever in this Article 10 reference is
made to restoration of the Premises, (i) Tenant's obligation shall be as to all
property within the Premises including Tenant's furniture, fixtures, equipment
and other personal property, of which shall be restored and replaced at Tenant's
sole cost and expense and (ii) Landlord's obligation, if any, shall be as to the
shell, which constitutes the structure of the Building, the mechanical,
electrical, plumbing, air-conditioning and other building-wide systems up to the
point of connection into the Premises and any other leasehold improvements
existing in the Premises on the date of such damage; provided, however, at
Landlord's sole discretion, Landlord may elect to have Tenant restore and any
and all Alterations, construction or other improvements made to the Premises by
or on behalf of Tenant, in which event Landlord shall make all insurance
proceeds received by Landlord for the same made available to Tenant in
accordance with the provisions of Schedule B hereof. Subject to the terms of
this Subsection A, Landlord shall have no liability to Tenant, and Tenant shall
not be entitled to terminate this Lease, if such repairs and restoration are not
in fact completed within Landlord's estimated time period, so long as Landlord
shall have proceeded with reasonable due diligence. The Rent until such repairs
shall be made shall be reduced in the proportion which the area of the part of
the Premises which is not usable by Tenant bears to the total area of the
Premises; provided, however, should Tenant reoccupy a portion of the Premises
for the conduct of its business prior to the date such repairs are made, the
Rent shall be reinstated with respect to such reoccupied portion of the Premises
and shall be payable by Tenant from the date of such occupancy. In the event
Landlord elects to have Tenant restore the Premises, notwithstanding the
foregoing to the contrary, the Rent shall be reduced during Tenant's restoration
of the Premises but in no event for more than three (3) months following the
date Landlord substantially completes its repair and restoration to the shell
and other building-wide systems. Within sixty (60) days after notice to Landlord
of damage to the Premises or any part thereof by fire or other casualty,
Landlord shall deliver to Tenant an estimate prepared by a reputable contractor
selected by Landlord setting forth such contractor's estimate as to the
reasonable time required to repair such damage. If the estimated time period
exceeds ten (10) months, Tenant may elect to terminate this Lease by notice to
Landlord given not later than fifteen (15) days following the delivery of such
estimate to Tenant. If Tenant elects to terminate this Lease, the Term of this
Lease shall expire upon the thirtieth (30th) day after notice of such election
is given by Tenant and Tenant shall vacate the Premises and surrender the same
to Landlord and the Rent and additional rent shall be terminated from and after
the effective date of such termination. If Tenant shall not so elect to
terminate this Lease, but Landlord shall thereafter fail to substantially
complete the restoration of the Premises on or before the estimated restoration
date for any reason whatsoever, other than a force majeure event or any other
cause beyond the reasonable control of Landlord, Tenant shall have the right to
terminate this Lease by giving notice to Landlord not later than five (5) days
following the estimated restoration date and if Landlord shall fail to so
complete such restoration within five (5) days following Landlord's receipt of
Tenant's termination notice (subject to delays caused by force majeure events or
any similar cause beyond the reasonable control of Landlord), this Lease shall
be deemed canceled and terminated as of the date of the giving of such
termination notice as if such date were the Expiration Date. If Landlord elects
to have Tenant restore the Premises in accordance with the provisions of this
subsection A, Tenant's right to terminate this Lease pursuant to the immediately
preceding sentence shall only be applicable if Landlord fails to timely complete
its repair and restoration of the shell and other building-wide systems.

         B. Termination Option. Anything in subsection A of this Article 10 to
the contrary notwithstanding, if the Premises are totally damaged or are
rendered wholly untenantable, or if the Building shall be so damaged by fire or
other casualty that, in Landlord's sole but reasonable opinion, either
substantial alteration, demolition or reconstruction of the Building shall be
required (whether or not the Premises shall have been damaged or rendered
untenantable), or if the Building, after its proposed repair, alteration or
restoration, shall not be economically viable as an office building, then in any
of such events, Landlord, at Landlord's option, may, not later than sixty (60)
days following the damage, give Tenant a notice in writing terminating this
Lease; provided that if the Premises are not substantially damaged or rendered
untenantable, Landlord may not terminate this Lease unless Landlord shall elect
to terminate leases affecting at least thirty percent (30%) of the rentable
office area of the Building (excluding any rentable area occupied by Landlord or
its affiliates). In addition, (i) if any damage shall occur to the Premises or
the Building during the last year of the Term, Landlord or Tenant shall have the
option to terminate this Lease by thirty (30) days prior written notice to the
other and (ii) Landlord shall not be obligated to repair or restore the Premises
or the Building if a holder of a mortgage or underlying leasehold applies
proceeds of insurance to the loan or lease payment balance, and the remaining
proceeds, if any, available to Landlord are insufficient to pay for such repair
or restoration. If Landlord elects to terminate this Lease, the Term shall
expire upon the date set forth in such notice, and Tenant shall vacate the
Premises and surrender the same to Landlord without prejudice however, to
Landlord's rights and remedies against Tenant under this Lease in effect prior
to such termination and any Rent owing shall be paid up to such date and any
payments of Rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant. Upon the termination of this Lease
under the conditions provided for in the next preceding sentence, Tenant's
liability for Rent thereafter accruing shall cease as of the day following such
damage.

         C. Repair Delays. Landlord shall not be liable for reasonably
unavoidable delays which may arise by reason of the claim adjustment with any
insurance company on the part of Landlord and/or Tenant, and for reasonably
unavoidable delays on account of "labor troubles" or any other force majeure
event.

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



                                       8
<PAGE>

         E. Property Loss or Damage. Any Building employee to whom any property
shall be entrusted by or on behalf of Tenant shall be deemed to be acting as
Tenant's agent with respect to such property and neither Landlord nor its agents
shall be liable for any damage to property of Tenant or of others entrusted to
employees of the Building, nor for the loss of or damage to any property of
Tenant by theft or otherwise, subject to the terms of Article 9C hereof. Neither
Landlord nor its agents shall be liable for any injury or damage to persons or
property or interruption of Tenant's business resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain or snow or leaks from any
part of the Building or from the pipes, appliances or plumbing works or from the
roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature; nor shall Landlord or its agents be liable for
any such damage caused by other tenants or persons in the Building or caused by
construction of any private, public or quasi-public work; nor shall Landlord be
liable for any latent defect in the Premises or in the Building, except as
expressly set forth herein. Anything in this Article 10 to the contrary
notwithstanding, nothing in this Lease shall be construed to relieve Landlord
from responsibility directly to Tenant for any loss or damage caused directly to
Tenant wholly or in part by the negligence or willful misconduct of Landlord.
Nothing in the foregoing sentence shall affect any right of Landlord to the
indemnity from Tenant to which Landlord may be entitled under Article 37 hereof
in order to recoup for payments made to compensate for losses of third parties.




<PAGE>


11.      CONDEMNATION.
         ------------

         A. Condemnation. If the whole of the Real Property, the Building or the
Premises shall be acquired or condemned for any public or quasi-public use or
purpose, this Lease and the Term shall end as of the date of the vesting of
title with the same effect as if said date were the Expiration Date. If only a
part of the Real Property shall be so acquired or condemned then, (i) except as
hereinafter provided in this subsection A, this Lease and the Term shall
continue in force and effect but, if a part of the Premises is included in the
part of the Real Property so acquired or condemned, from and after the date of
the vesting of title, the Rent, Tenant's Proportionate Share and the Labor Rate
Factor shall be reduced in the proportion which the area of the part of the
Premises so acquired or condemned bears to the total area of the Premises
immediately prior to such acquisition or condemnation and Tenant's Proportionate
Share shall be redetermined based on the proportion in which the ratio between
the rentable area of the Premises remaining after such acquisition or
condemnation bears to the rentable area of the Building remaining after such
acquisition or condemnation, (ii) whether or not the Premises shall be affected
thereby, Landlord, at Landlord's option, may give to Tenant, within sixty (60)
days next following the date upon which Landlord shall have received notice of
vesting of title, a thirty (30) days notice of termination of this Lease if
Landlord shall elect to terminate leases affecting at least thirty percent (30%)
of the rentable office area of the Building (excluding any rentable area leased
by Landlord or its affiliates); and (iii) if the part of the Real Property so
acquired or condemned shall contain more than thirty percent (30%) of the total
area of the Premises immediately prior to such acquisition or condemnation, or
if, by reason of such acquisition or condemnation, Tenant no longer has
reasonable means of access to the Premises, Tenant, at Tenant's option, may give
to Landlord, within sixty (60) days next following the date upon which Tenant
shall have received notice of vesting of title, a thirty (30) days notice of
termination of this Lease. If any such thirty (30) days notice of termination is
given by Landlord or Tenant, this Lease and the Term shall come to an end and
expire upon the expiration of said thirty (30) days with the same effect as if
the date of expiration of said thirty (30) days were the Expiration Date. If a
part of the Premises shall be so acquired or condemned and this Lease and the
Term shall not be terminated pursuant to the foregoing provisions of this
subsection A, Landlord, at Landlord's expense, shall restore that part of the
Premises not so acquired or condemned to a self-contained rental unit, to the
extent reasonably practicable. In the event of any termination of this Lease and
the Term pursuant to the provisions of this subsection A, the Rent and
additional rent for escalations of Rent shall terminate as of the date of sooner
termination and any prepaid portion of Rent for any period after such date shall
be refunded by Landlord to Tenant.

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


12.      ASSIGNMENT AND SUBLETTING.
         -------------------------

         A. Prohibition Without Consent. Tenant expressly covenants that it
shall not (i) assign or otherwise transfer this Lease or the term and estate
hereby granted, (ii) mortgage, pledge or encumber this Lease or the Premises or
any part thereof in any manner by reason of any act or omission on the part of
Tenant, (iii) sublet the Premises or any part thereof or permit the Premises or
any part thereof to be used or occupied by others (whether for desk space,
mailing privileges or otherwise) or (iv) advertise, or authorize a broker to
advertise the Premises for assignment or subletting, without obtaining the prior
written consent of Landlord in each instance, which consent shall be granted or
withheld in accordance with the terms of this Article 12. If this Lease be
assigned, or if the Premises or any part thereof be sublet or occupied by
anybody other than Tenant, Landlord may, after default by Tenant, collect rent
from the assignee, subtenant or occupant, and apply the net amount collected to
the Rent herein reserved, but no assignment, underletting, occupancy or
collection shall be deemed a waiver of the provisions hereof, the acceptance of
the assignee, undertenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained. The consent by Landlord to an assignment or underletting shall not in
any way be construed to relieve Tenant from obtaining the express consent in
writing of Landlord to any further assignment or underletting. In no event shall
any permitted subtenant assign or encumber its sublease or further sublet all or
any portion of its sublet space, or otherwise suffer or permit the sublet space
or any part thereof to be used or occupied by others, without Landlord's prior
written consent in each instance. Any assignment, sublease, mortgage, pledge,
encumbrance or transfer in contravention of the provisions of this Article 12
shall be void.


                                       9
<PAGE>

         B. Notice of Proposed Transfer. If Tenant shall at any time or times
during the Term desire to assign this Lease or sublet all or part of the
Premises (excluding any assignment or subletting to a related corporation
pursuant to subsection L of this Article 12), Tenant shall give notice thereof
to Landlord, which notice shall be accompanied by (i) a conformed or photostatic
copy of the proposed assignment or sublease, the effective or commencement date
of which shall be not less than thirty (30) nor more than one hundred and eighty
(180) days after the giving of such notice, (ii) a statement setting forth in
reasonable detail the identity of the proposed assignee or subtenant, the nature
of its business and its proposed use of the Premises, (iii) current financial
information with respect to the proposed assignee or subtenant, including,
without limitation, its most recent financial report or other financial
information reasonably requested by Landlord, (iv) an agreement by Tenant to
indemnify Landlord against liability resulting from any claims that may be made
against Landlord by the proposed assignee or subtenant or by any brokers or
other persons claiming a commission or similar compensation in connection with
the proposed assignment or sublease and (v) in the case of a sublease, such
additional information related to the proposed subtenant as Landlord shall
reasonably request, if any.

         C. Landlord's Options. Except for a permitted transfer of the nature
described in subsections K and L of this Article 12, the notice containing all
of the information set forth in Subsection B of this Article 12 above shall be
deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's
designee) may, at its option, (a) sublease such space (hereinafter called the
"Leaseback Space") from Tenant upon the terms and conditions hereinafter set
forth (if the proposed transaction is a sublease of all or part of the
Premises), or (b) terminate this Lease (if the proposed transaction is an
assignment or a sublease of all or substantially all of the Premises). Said
options may be exercised by Landlord by notice to Tenant at any time within
thirty (30) days after the aforesaid notice has been given by Tenant to
Landlord; and during such thirty (30) day period Tenant shall not assign this
Lease nor sublet such space to any person or entity.

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

         E. Takeback by Landlord. If Landlord exercises its option to sublet the
Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall
be at the rentals set forth in the proposed sublease, and shall be for the same
term as that of the proposed subletting, and such sublease:

         (i) shall be expressly subject to all of the covenants, agreements,
terms, provisions and conditions of this Lease except such as are irrelevant or
inapplicable, and except as otherwise expressly set forth to the contrary in
this Article 12;

         (ii) shall be upon the same terms and conditions as those contained in
the proposed sublease, except such as are irrelevant or inapplicable and except
as otherwise expressly set forth to the contrary in this Article 12;

         (iii) shall give the subtenant the unqualified and unrestricted right,
without Tenant's permission, to assign such sublease or any interest therein
and/or to sublet the space covered by such sublease or any part or parts of such
space and to make any and all changes, alterations and improvements in the space
covered by such sublease, and if the proposed sublease will result in all or
substantially all of the Premises being sublet, grant Landlord or its designee
the option to extend the term of such sublease for the balance of the term of
this Lease less one (1) day;

         (iv) shall provide that any assignee or further subtenant of Landlord
or its designee, may, at the election of Landlord, be permitted to make
alterations, decorations and installations in such space or any part thereof and
shall also provide in substance that any such alterations, decorations and
installations in such space therein made by any assignee or subtenant of
Landlord or its designee may be removed, in whole or in part, by such assignee
or subtenant, at its option, prior to or upon the expiration or other
termination of such sublease provided that such assignee or subtenant, at its
expense, shall repair any damage and injury to such space so sublet caused by
such removal; and

                                       10
<PAGE>


         (v) shall also provide that (a) the parties to such sublease expressly
negate any intention that any estate created under such sublease be merged with
any other estate held by either of said parties, (b) any assignment or
subletting by Landlord or its designee (as the subtenant) may be for any purpose
or purposes that Landlord, in Landlord's uncontrolled discretion, shall deem
suitable or appropriate, (c) Tenant, at Tenant's expense, shall and will at all
times provide and permit reasonably appropriate means of ingress to and egress
from such space so sublet by Tenant to Landlord or its designee, (d) Landlord,
at Tenant's expense, may make such alterations as may be required or deemed
necessary by Landlord to physically separate the subleased space from the
balance of the Premises and to comply with any legal or insurance requirements
relating to such separation, and (e) that at the expiration of the term of such
sublease, Tenant will accept the space covered by such sublease in its then
existing condition, subject to the obligations of the subtenant to make such
repairs thereto as may be necessary to preserve the premises demised by such
sublease in good order and condition.

         F. Effect of Takeback or Termination. If Landlord exercises its option
to sublet the Leaseback Space, (i) Landlord shall indemnify and save Tenant
harmless from all obligations under this Lease as to the Leaseback Space during
the period of time it is so sublet to Landlord; (ii) performance by Landlord, or
its designee, under a sublease of the Leaseback Space shall be deemed
performance by Tenant of any similar obligation under this Lease and any default
under any such sublease shall not give rise to a default under a similar
obligation contained in this Lease nor shall Tenant be liable for any default
under this Lease or deemed to be in default hereunder if such default is
occasioned by or arises from any act or omission of the tenant under such
sublease or is occasioned by or arises from any act or omission of any occupant
holding under or pursuant to any such sublease; and (iii) Tenant shall have no
obligation, at the expiration or earlier termination of the Term, to remove any
alteration, installation or improvement made in the Leaseback Space by Landlord
(or its designee); In addition, if required by applicable law in connection with
any termination of this Lease, or subletting of all or any portion of the
Leaseback Space to Landlord or its designee, Tenant shall complete, swear to and
file any questionnaires, tax returns, affidavits or other documentation which
may be required to be filed with the appropriate governmental agency in
connection with any other tax which may now or hereafter be in effect. Tenant
further agrees to pay any amounts which may be assessed in connection with any
of such taxes and to indemnify Landlord against and to hold Landlord harmless
from any claims for payment of such taxes as a result of such transactions.

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

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

            (ii) In Landlord's reasonable judgment the proposed assignee or
subtenant is engaged in a business or activity, and the Premises, or the
relevant part thereof, will be used in a manner, which (a) is in keeping with
the then standards of the Building, (b) is limited to the use of the Premises as
general and executive offices, and (c) will not violate any negative covenant as
to use contained in any other lease of office space in the Building;

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

            (iv) Neither (a) the proposed assignee or subtenant nor (b) any
person which, directly or indirectly, controls, is controlled by or is under
common control with, the proposed assignee or subtenant, is then an occupant of
any part of the Building, if Landlord has any space available or becoming
available for lease in the Building within two (2) months following Landlord's
receipt of notice of the proposed assignment or sublease;

            (v) The proposed assignee or subtenant is not a person with whom
Landlord is or has been, within the preceding six (6) month period, negotiating
to lease space in the Building if Landlord has any space available or becoming
available for lease in the Building;

            (vi) The form of the proposed sublease or instrument of assignment
(a) shall be in form reasonably satisfactory to Landlord, and (b) shall comply
with the applicable provisions of this Article 12;

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

            (viii) Intentionally Deleted;


                                       11
<PAGE>

            (ix) Upon receipt of a bill therefor, Tenant shall reimburse
Landlord for the reasonable out-of-pocket costs that are actually incurred by
Landlord in connection with said assignment or sublease (excluding any permitted
sublease or assignment to a related corporation), including without limitation,
the costs of making investigations as to the acceptability of the proposed
assignee or subtenant, and reasonable legal costs incurred by Landlord in
connection with the granting of any requested consent;

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

            (xi) The proposed assignee or subtenant or its business shall not be
subject to compliance with additional requirements of law (including related
regulations) beyond those requirements which are applicable to the named Tenant
herein; and

            (xii) The proposed subtenant or assignee shall not be entitled,
directly or indirectly, to diplomatic or sovereign immunity and shall be subject
to the service of process in, and the jurisdiction of the courts of New York
State.
         Except for any subletting by Tenant to Landlord or its designee
pursuant to the provisions of this Article 12, each subletting pursuant to this
subsection G of this Article 12 shall be subject to all of the covenants,
agreements, terms, provisions and conditions contained in this Lease.
Notwithstanding any such subletting to Landlord or any such subletting to any
other subtenant and/or acceptance of Rent or additional rent by Landlord from
any subtenant, Tenant shall and will remain fully liable for the payment of the
Rent and additional rent due and to become due hereunder and for the performance
of all the covenants, agreements, terms, provisions and conditions contained in
this Lease on the part of Tenant to be performed and all acts and omissions of
any licensee or subtenant or anyone claiming under or through any subtenant
which shall be in violation of any of the obligations of this Lease shall be
deemed to be a violation by Tenant. Tenant further agrees that notwithstanding
any such subletting, no other and further subletting of the Premises by Tenant
or any person claiming through or under Tenant shall or will be made except upon
compliance with and subject to the provisions of this Article 12. If Landlord
shall decline to give its consent to any proposed assignment or sublease, or if
Landlord shall exercise either of its options under subsection C of this Article
12, Tenant shall indemnify, defend and hold harmless Landlord against and from
any and all loss, liability, damages, costs, and expenses (including reasonable
counsel fees) resulting from any claims that may be made against Landlord by the
proposed assignee or subtenant or by any brokers or other persons claiming a
commission or similar compensation in connection with the proposed assignment or
sublease.

         H. Future Requests. In the event that (i) Landlord fails to exercise
either of its options under subsection C of this Article 12 and consents to a
proposed assignment or sublease, and (ii) Tenant fails to execute and deliver
the assignment or sublease to which Landlord consented within ninety (90) days
after the giving of such consent, then, Tenant shall again comply with all of
the provisions and conditions of subsection B of this Article 12 before
assigning this Lease or subletting all or part of the Premises.

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

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

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

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

            (iv) If any laws, orders, rules or regulations of any applicable
governmental authority require that any Hazardous Substances, including, without
limitation, asbestos, contained in or about the Premises to be sublet (the
"Sublet Space") be dealt with in any particular manner in connection with any
alteration of the Sublet Space, then it shall be the subtenant's obligation, at
the subtenant's expense, to deal with such Hazardous Substances in accordance
with all such laws, orders, rules and regulations (unless Landlord elects to
deal with such Hazardous Substances itself, in which event, the subtenant shall
reimburse Landlord for all of Landlord's costs and expenses in connection
therewith within ten (10) days next following the rendition of a statement
therefor).



                                       12
<PAGE>

         J. Profits from Assignment or Subletting. If Landlord shall give its
consent to any assignment of this Lease or to any sublease or if Tenant shall
enter into any other assignment or sublease permitted hereunder, Tenant shall in
consideration therefor, pay to Landlord, as additional rent:

            (i) in the case of an assignment, an amount equal to fifty percent
(50%) of all sums and other considerations paid to Tenant by the assignee for or
by reason of such assignment (including, but not limited to, sums paid for the
sale of Tenant's fixtures, leasehold improvements, equipment, furniture,
furnishings or other personal property, less, in the case of a sale thereof, the
then net unamortized or undepreciated cost thereof determined on the basis of
Tenant's federal income tax returns) less all expenses reasonably and actually
incurred by Tenant on account of brokerage commissions, tenant improvements,
advertising costs, commercially reasonable tenant concessions and legal fees in
connection with such assignment , provided that Tenant shall submit to Landlord
a receipt evidencing the payment of such expenses (or other proof of payment as
Landlord shall reasonably require); and

            (ii) in the case of a sublease, fifty percent (50%) of any rents,
additional charges or other consideration payable under the sublease on a per
square foot basis to Tenant by the subtenant which is in excess of the Rent and
additional rent accruing during the term of the sublease in respect of the
subleased space (at the rate per square foot payable by Tenant hereunder)
pursuant to the terms hereof (including, but not limited to, sums paid for the
sale or rental of Tenant's fixtures, leasehold improvements, equipment,
furniture or other personal property, less, in the case of the sale thereof, the
then net unamortized or undepreciated cost thereof determined on the basis of
Tenant's federal income tax returns), less all expenses reasonably and actually
incurred by Tenant on account of brokerage commissions, tenant improvements,
advertising costs, commercially reasonable tenant concessions and legal fees and
the cost of demising the premises so sublet in connection with such sublease ,
provided that Tenant shall submit to Landlord a receipt evidencing the payment
of such expenses (or other proof of payment as Landlord shall reasonably
require). The sums payable under this subsection J(ii) of this Article 12 shall
be paid to Landlord as and when payable by the subtenant to Tenant.

         K. Other Transfers. (i) If Tenant is a corporation other than a
corporation whose stock is listed and traded on a nationally recognized stock
exchange (hereinafter referred to as a "public corporation"), the provisions of
subsection A of this Article 12 shall apply to a transfer (by one or more
transfers) of a majority of the stock of Tenant as if such transfer of a
majority of the stock of Tenant were an assignment of this Lease; but said
provisions shall not apply to transactions with a corporation into or with which
Tenant is merged or consolidated or to which substantially all of Tenant's
assets are transferred, provided that such merger, consolidation or transfer of
assets is for a valid business purpose and not principally for the purpose of
transferring the leasehold estate created hereby, and provided further, that in
any of such events (a) the successor to Tenant has a tangible net worth computed
in accordance with generally accepted accounting principles equal to or greater
than Thirty Million and 00/100 ($30,000,000.00) Dollars and (b) proof
satisfactory to Landlord of such tangible net worth shall have been delivered to
Landlord at least ten (10) days prior to the effective date of any such
transaction and (c) the use of the Premises for the Permitted Use shall remain
unchanged following any such merger, consolidation or transfer of assets. For
the purposes of this Lease, the term tangible "net worth" shall be deemed to
mean an entity's equity, as reported in such entity's annual financial
statements (prepared in accordance with generally accepted accounting principles
and audited by a "Big Five" accounting firm or other independent accounting firm
reasonably acceptable to Landlord), less the intangible assets of such entity,
including but not limited to, copyrights, trademarks, trade names, licenses,
patents, franchises, goodwill, operating rights and deferred financing costs.

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

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

         L. Related Corporation. Notwithstanding anything to the contrary
contained herein, Tenant may, without Landlord's consent, but after at least
fifteen (15) days prior notice to Landlord and submission to Landlord of any
information reasonably requested by Landlord with respect to any related
corporation (as hereinafter defined), permit any corporations or other business
entities (but not including Governmental Entities) which control, are controlled
by, or are under common control with Tenant (herein referred to as "related
corporation") to sublet all or part of the Premises or to take an assignment of
this Lease for any of the purposes permitted to Tenant, subject however to
compliance with Tenant's obligations under this Lease. Such subletting shall not
be deemed to vest in any such related corporation any right or interest in this
Lease or the Premises nor shall it relieve, release, impair or discharge any of
Tenant's obligations hereunder. For the purposes hereof, "control" shall be
deemed to mean ownership of not less than fifty percent (50%) of all of the
voting stock of such corporation or not less than fifty percent (50%) of all of
the legal and equitable interest in any other business entities. Upon Tenant's
written request, Landlord agrees to keep the existence of any such assignment or
sublease to a related corporation confidential (excluding Landlord's employees,
agents, attorneys and accountants), except as may otherwise be required by law
or pursuant to court order. Landlord hereby grants its consent to a subletting
of a portion of the Premises to Tribeca Software.

                                       13
<PAGE>


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


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


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


         P. Intentionally Deleted.


         Q. Re-entry by Landlord. If Landlord shall recover or come into
possession of the Premises before the date herein fixed for the termination of
this Lease as a result of a default by Tenant under this Lease or a surrender of
the Premises by mutual agreement, Landlord shall have the right, at its option,
to take over Tenant's interest as sublessor in any and all subleases or
sublettings of the Premises or any part thereof made by Tenant and to succeed to
all the rights of said subleases and sublettings or such of them as it may elect
to take over. Tenant hereby expressly assigns and transfers to Landlord such of
Tenant's interest as sublessor in the subleases and sublettings as Landlord may
elect to take over at the time of such recovery of possession, such assignment
and transfer not to be effective until the termination of this Lease or re-entry
by Landlord hereunder or if Landlord shall otherwise succeed to Tenant's estate
in the Premises, at which time Tenant shall upon request of Landlord, execute,
acknowledge and deliver to Landlord such further instruments of assignment and
transfer as may be necessary to vest in Landlord the then existing subleases and
sublettings. Every subletting hereunder is subject to the condition and by its
acceptance of and entry into a sublease, each subtenant thereunder shall be
deemed conclusively to have thereby agreed from and after the termination of
this Lease or re-entry by Landlord hereunder of or if Landlord shall otherwise
succeed to Tenant's estate in the Premises, that such subtenant shall waive any
right to surrender possession or to terminate the sublease and, at Landlord's
election, such subtenant shall be bound to Landlord for the balance of the term
of such sublease and shall attorn to and recognize Landlord, as its landlord,
under all of the then executory terms of such sublease, except that Landlord
shall not (i) be liable for any previous act, omission or negligence of Tenant
under such sublease, (ii) be subject to any counterclaim, defense or offset not
expressly provided for in such sublease, which theretofore accrued to such
subtenant against Tenant, (iii) be bound by any previous modification or
amendment of such sublease or by any previous prepayment of more than one (1)
month's rent and additional rent which shall be payable as provided in the
sublease, (iv) be obligated to repair the subleased space or the Building or any
part thereof, in the event of total or substantial total damage beyond such
repair as can reasonably be accomplished from the net proceeds of insurance
actually made available to Landlord, (v) be obligated to repair the subleased
space or the Building or any part thereof, in the event of partial condemnation
beyond such repair as can reasonably be accomplished from the net proceeds of
any award actually made available to Landlord as consequential damages allocable
to the part of the subleased space or the Building not taken or (vi) be
obligated to perform any work in the subleased space of the Building or to
prepare them for occupancy beyond Landlord's obligations under this Lease, and
the subtenant shall execute and deliver to Landlord any instruments Landlord may
reasonably request to evidence and confirm such attornment. Each subtenant or
licensee of Tenant shall be deemed automatically upon and as a condition of
occupying or using the Premises or any part thereof, to have given a waiver of
the type described in and to the extent and upon the conditions set forth in
this Article 12.


                                       14
<PAGE>

13. CONDITION OF THE PREMISES. Tenant has examined the Premises and agrees to
accept possession of the Premises in the condition and state of repair which
shall exist on the date hereof "as is" (subject to latent defects identified in
writing by Tenant within six (6) months after the Commencement Date) and further
agrees that Landlord shall have no obligation to perform any work or make any
installations in order to prepare the Premises for Tenant's occupancy. The
taking of possession of the Premises by Tenant shall be conclusive evidence as
against Tenant that, at the time such possession was so taken, the Premises and
the Building were in good and satisfactory condition (subject to latent defects
identified in writing by Tenant within six (6) months after the Commencement
Date).


14.      ACCESS TO PREMISES.
         ------------------

         A. Access by Landlord. Tenant shall permit Landlord, Landlord's agents
and public utilities servicing the Building to erect, use, maintain and replace,
concealed ducts, pipes and conduits in and through the Premises. To the extent
reasonably practicable, any pipes, ducts or conduits installed in or through the
Premises pursuant to this Article 14 shall be concealed behind, beneath or
within partitioning, columns, ceilings or floors located or to be located in the
Premises. Landlord, Landlord's agents and/or affiliates, and the holder of any
Mortgage shall each have the right to enter the Premises at all reasonable times
upon reasonable prior notice (other than in event of an emergency), which notice
may be oral or by telephone, to (i) examine the same, (ii) to show them to
prospective purchasers, mortgagees or lessees of the Building or space therein,
(iii) to make such repairs, replacements, alterations, improvements or additions
as Landlord may deem necessary or desirable to the Premises or to any other
portion of the Building or which Landlord may elect to perform ten (10) days
after notice (except in the event of an emergency) to Tenant of Tenant's failure
to make repairs or perform any work which Tenant is obligated to perform under
this Lease, (iv) for the purpose of complying with laws, regulations or other
requirements of government authorities and (v) to perform "Remedial Work" (as
defined in Article 40 hereof) after the failure of Tenant to perform the same in
accordance with the terms of this Lease. Landlord shall be allowed, during the
progress of any work in and about the Premises, to take all necessary material
and equipment into and upon the Premises and to store them within the Premises
without the same constituting an eviction or constructive eviction of Tenant in
whole or in part and the Rent shall in nowise abate while any decorations,
repairs, replacements, alterations, improvements or additions are being made, by
reason of loss or interruption of business of Tenant or otherwise, except as
otherwise expressly set forth herein; it being understood and agreed that
Landlord shall (w) cause any debris or refuse to be removed from the work area
in the Premises at the end of each day, (x) cause all areas of the Premises
adversely affected by Landlord's activities to be cleaned upon completion of
such work (y) remove all tools, equipment and other material relating to such
work from the Premises upon completion of such work, and (z) not use the
Premises for the staging of work to be performed by Landlord in any other part
of the Building. Notwithstanding anything to the contrary contained above,
Landlord shall not enter the Premises at times other than normal business hours
unless accompanied by an authorized representative of Tenant (provided that
Tenant shall make such representative available upon not more than two (2) hours
prior notice) or unless required in the event of an emergency. During the one
(1) year prior to the Expiration Date or the expiration of any renewal or
extended term, Landlord may exhibit the Premises to prospective tenants thereof
upon reasonable prior notice (other than in event of an emergency), which notice
may be oral or by telephone. If Tenant shall not be personally present to open
and permit an entry into the Premises, at any time, when for any reason an entry
therein shall be necessary or permissible hereunder (subject to the terms of
this Article 14), Landlord or Landlord's agents may enter the same by a master
key, or may forcibly enter the same (in event of an emergency only), without
rendering Landlord or such agents liable therefor (if during such entry Landlord
or Landlord's agents shall accord reasonable care to Tenant's property), and
without in any manner affecting the obligations and covenants of this Lease.
Nothing herein contained, however, shall be deemed or construed to impose upon
Landlord any obligation, responsibility or liability whatsoever, for the care,
supervision or repair of the Building or any part thereof, other than as herein
provided. Any entry upon the Premises by Landlord or its agents pursuant to this
Article 14 shall be effected in a manner intended to minimize interference with
the conduct of Tenant's business in the Premises (without any requirement that
Landlord utilize overtime or premium-pay labor unless Tenant pays for such
overtime or premium-pay costs in advance).

         B. Other Landlord Privileges.Landlord shall have the right at any time,
without the same constituting an actual or constructive eviction and without
incurring any liability to Tenant therefor, to change the arrangement and/or
location of entrances or passageways, doors and doorways, corridors, elevators,
stairs, toilets or other public parts of the Building and to change the name,
number or designation by which the Building is commonly known, provided that any
such change does not materially and adversely (i) reduce or prevent access to
the Building or the Premises or (ii) reduce the rentable area of the Premises.
Tenant acknowledges that Landlord may (but shall have no obligation to) perform
repairs, improvements, alterations and/or substantial renovation work in and to
the public parts of the Building and the mechanical and other systems serving
the Building (which work may include improvements to the lobby and facade of the
Building, which may require that scaffolding and/or a sidewalk bridge be placed
in front of the Building, and the replacement of window glass, requiring access
to the same from within the Premises). Landlord shall incur no liability to
Tenant, nor shall Tenant be entitled to any abatement of Rent on account of any
noise, vibration or other disturbance to Tenant's business at the Premises
(provided that Tenant is not denied access thereto) which shall arise out of the
performance by Landlord or other tenants of the aforesaid repairs, alterations,
additions, improvements, alterations and renovations of the Building or any part
thereof and Tenant hereby agrees, except as expressly set forth herein, to
release Landlord of and from any claims (including without limitation, claims
arising by reason of loss or interruption of business) of every kind and nature
whatsoever arising under or in connection therewith. Tenant understands and
agrees that all parts (except surfaces facing the interior of the Premises) of
all walls, windows and doors bounding the Premises (including exterior Building
walls, core corridor walls, doors and entrances), all balconies, terraces and
roofs adjacent to the Premises, all space in or adjacent to the Premises used
for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms,
heating, air cooling, plumbing and other mechanical facilities, service closets
and other Building facilities are not part of the Premises, and Landlord shall
have the use thereof, as well as access thereto through the Premises, at
reasonable times (other than in event of an emergency) for the purposes of
operation, maintenance, alteration and repair. Landlord, throughout the Term,
shall have free access to any and all mechanical installations of Landlord,
including but not limited to air-cooling, fan, ventilating, machine rooms and
electrical closets Any entry upon the Premises by Landlord or its agents
pursuant to this Article 14 shall be effected after reasonable notice to Tenant
(which notice may be oral or by telephone) except in the case of an emergency
and in a manner intended to minimize material interference with the conduct of
Tenant's business in the Premises (without any requirement that Landlord utilize
overtime or premium-pay labor unless Tenant pays for such overtime or
premium-pay costs in advance).



                                       15
<PAGE>

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

16. LANDLORD'S LIABILITY. The obligations of Landlord under this Lease shall not
be binding upon Landlord named herein after the sale, conveyance, assignment or
transfer by such Landlord (or upon any subsequent landlord after the sale,
conveyance, assignment or transfer by such subsequent landlord) of its interest
in the Building or the Real Property, as the case may be, in respect of the
period thereafter occurring and in the event of any such sale, conveyance,
assignment or transfer, Landlord shall be and hereby is entirely freed and
relieved of all covenants and obligations of Landlord hereunder thereafter to be
performed, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchaser, grantee, assignee or other transferee that such purchaser,
grantee, assignee or other transferee has assumed and agreed to carry out any
and all covenants and obligations of Landlord hereunder. Neither the
shareholders, members, directors or officers of Landlord, if Landlord is a
corporation, nor the partners comprising Landlord (nor any of the shareholders,
members, directors or officers of such partners), if Landlord is a partnership
(collectively, the "Parties"), shall be liable for the performance of Landlord's
obligations under this Lease. Tenant shall look solely to Landlord to enforce
Landlord's obligations hereunder and shall not seek any damages against any of
the Parties. The liability of Landlord for Landlord's obligations under this
Lease shall not exceed and shall be limited to Landlord's interest in the
Building and the Real Property and the rents, issues and profits thereof
actually received by Landlord and Tenant shall not look to or attach any other
property or assets of Landlord or the property or assets of any of the Parties
in seeking either to enforce Landlord's obligations under this Lease or to
satisfy a judgment for Landlord's failure to perform such obligations. In no
event shall Landlord (or any of the officers, trustees, directors, partners,
beneficiaries, joint ventures, members, stockholders or other principals or
representatives and the like, disclosed or undisclosed, thereof) ever be liable
for incidental or consequential damages.


17.      DEFAULT.
         -------

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

            (i) if Tenant shall default in the payment when due of any
installment of Rent or in the payment when due of any additional rent, and such
default shall continue for a period of ten (10) days after notice by Landlord to
Tenant of such default; or

            (ii) if Tenant shall default in the observance or performance of any
term, covenant or condition of this Lease on Tenant's part to be observed or
performed (other than the covenants for the payment of Rent and additional rent)
and Tenant shall fail to remedy such default within thirty (30) days after
notice by Landlord to Tenant of such default, or if such default is of such a
nature that it cannot be completely remedied within said period of thirty (30)
days and Tenant shall not commence within said period of thirty (30) days, or
shall not thereafter diligently prosecute to completion all steps necessary to
remedy such default; or

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

            (iv) intentionally deleted; or



                                       16
<PAGE>

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

            (vi) if Tenant shall commence any action in any court for a
liquidation, dissolution or similar relief under the present or any future
statute or law other than the Bankruptcy Code (as hereinafter defined) or a
successor bankruptcy statute of like import; or

            (vii) if Tenant makes an assignment for the benefit of creditors;

then, in any of said cases, at any time prior to or during the Term, of any one
or more of such Events of Default, Landlord, at any time thereafter, at
Landlord's option, may give to Tenant a five (5) days notice of termination of
this Lease and, in the event such notice is given, this Lease and the Term shall
come to an end and expire (whether or not the Term shall have commenced) upon
the expiration of said five (5) days with the same effect as if the date of
expiration of said five (5) days were the Expiration Date, but Tenant shall
remain liable for damages as provided in Article 18 hereof.

         B. Bankruptcy.
            -----------

            (i) For purposes of this Article 17: (a) "trustee" means Tenant, or
Tenant as debtor-in-possession, or the trustee for Tenant, as the case may be;
and (b) "adequate assurance" means sufficient unencumbered assets after the
payment of all secured obligations and administrative expenses to assure
Landlord that, for the balance of the Term of this Lease, Tenant's obligations
under this Lease shall be observed, performed and fulfilled.

            (ii) In the event Tenant shall become a debtor under Chapter 7 of
the federal Bankruptcy Code, as the same may be amended or under any successor
statute thereto (the "Bankruptcy Code"), and the trustee shall elect to assume
this Lease for the balance of the Term hereof or for the purpose of assignment,
such election and assignment may only be made if all of the terms and conditions
of clause (iv) of this subsection B of this Article 17 are satisfied. If the
Chapter 7 trustee fails to elect to assume this Lease within sixty (60) days
after the filing of the petition, this Lease shall be deemed to have been
rejected and canceled, and Landlord shall thereupon be immediately entitled to
possession of the Premises without further obligation to the trustee.

            (iii) If a petition for reorganization or adjustment of debts is
filed by or concerning Tenant under Chapter 11 or 13 of the Bankruptcy Code, or
a proceeding is filed under Chapter 7 of the Bankruptcy Code and is converted to
Chapter 11 or 13, the trustee shall be required to elect to assume this Lease
within seventy-five (75) days from the date of the filing of the petition under
Chapter 11 or 13, or the trustee shall be deemed to have rejected this Lease,
the Lease shall be deemed canceled, and Landlord shall thereupon be immediately
entitled to possession of the Premises without further obligation to the
trustee.

            (iv) Whether under Chapter 7, 11 or 13 of the Bankruptcy Code, no
election to assume this Lease by the trustee shall be effective unless each of
the following conditions have been satisfied:

                 (a) The trustee, if it is assuming this Lease for the balance
of the Term hereof, or the assignee of this Lease after assumption, as the case
may be, has submitted a current financial statement audited by an independent
certified public accountant demonstrating a net worth and working capital in
amounts reasonably sufficient to provide adequate assurance;

                 (b) The trustee, if it is assuming this Lease for the balance
of the Term hereof, or the assignee of this Lease after assumption, as the case
may be, has delivered to Landlord guarantees of payment in form and substance
reasonably satisfactory to Landlord from one or more persons who satisfy
Landlord's standards of creditworthiness;

                 (c) All pre-petition Rent, additional rent and other charges
have been paid;

                 (d) All administrative rent has been paid;

                 (e) The trustee, if it assuming this Lease for the balance of
the Term hereof, or the assignee of this Lease after assumption, as the case may
be, covenants in writing to cure all non-monetary Events of Default within
thirty (30) days after assumption; and

                 (f) An amount equal to the sum of three (3) months Rent then
payable hereunder has been deposited with Landlord as an additional security
deposit, to be held pursuant to Article 32 hereof.

            (v) During the pendency of a bankruptcy case, in no event shall the
amount required to be paid for administrative rent or use and occupancy be an
amount less than the sum required to be paid pursuant to the provisions of this
Lease for Rent, additional rent and all other charges.

            (vi) Nothing set forth in this Article 17 shall either be considered
or construed to limit the amount of damages recoverable by Landlord from the
trustee under the Bankruptcy Code.



                                       17
<PAGE>

            (vii) If, at any time, (a) Tenant shall be comprised of two (2) or
more persons, or (b) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant, or (c) Tenant's interest in this
Lease shall have been assigned, the word "Tenant", as used in this subsection B,
shall be deemed to mean any one or more of the persons primarily or secondarily
liable for Tenant's obligations under this Lease.


         C. Conditional Limitation. If Tenant shall default beyond any
applicable notice and grace periods in the payment of Rent or additional rent
hereunder more than twice in any twelve (12) month period during the Term
hereof, nothing contained in this Article 17 shall be deemed to require Landlord
to give the notices herein provided for prior to the commencement of a summary
proceeding for non-payment of rent or a plenary action for recovery of rent on
account of any default in the payment of the same, it being intended that such
notices are for the sole purpose of creating a conditional limitation hereunder
pursuant to which this Lease shall terminate and if Tenant thereafter remains in
possession after such termination, Tenant shall do so as a holdover tenant.

18.      REMEDIES AND DAMAGES.
         --------------------

         A. Landlord's Remedies. (i) If Tenant shall default in the payment when
due of any installment of Rent or in the payment when due of any additional rent
beyond the expiration of any applicable grace or cure period, or if any
execution or attachment shall be issued against Tenant or any of Tenant's
property whereupon the Premises shall be taken or occupied or attempted to be
taken or occupied by someone other than Tenant, or if Tenant shall fail to move
into or take possession of the Premises within thirty (30) days after the
Commencement Date, or if this Lease and the Term shall expire and come to an end
as provided in Article 17:

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

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

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

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

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



                                       18
<PAGE>


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

                 (c) whether or not Landlord shall have collected any monthly
Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies
as and for liquidated and agreed final damages, a sum equal to the present value
(discounted at a rate of six percent (6%) per annum) of the amount by which the
Rent reserved in this Lease for the period which otherwise would have
constituted the unexpired portion of the Term exceeds the then fair and
reasonable rental value of the Premises for the same period, less the aggregate
amount of Deficiencies theretofore collected by Landlord pursuant to the
provisions of subsection B(1)(b) of this Article 18 for the same period; if,
before presentation of proof of such liquidated damages to any court, commission
or tribunal, the Premises, or any part thereof, shall have been relet by
Landlord for the period which otherwise would have constituted the unexpired
portion of the Term, or any part thereof, the amount of rent reserved upon such
reletting shall be deemed, prima facie, to be the fair and reasonable rental
value for the part or the whole of the Premises so relet during the term of the
reletting.

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

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

                 (a) any action or proceeding by Landlord to terminate this
Lease in which Landlord shall prevail; and

                 (b) any default by Tenant in the observance or performance of
any obligation under this Lease (including, but not limited to, matters
involving payment of rent and additional rent, computation of escalations,
alterations or other Tenant's work and subletting or assignment), which
continues after applicable notice and grace periods, whether or not Landlord
commences any action or proceeding against Tenant.

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


19.      FEES AND EXPENSES.
         -----------------

         A. Curing Tenant's Defaults. If Tenant shall default in the observance
or performance of any term or covenant on Tenant's part to be observed or
performed under or by virtue of any of the terms or provisions in any Article of
this Lease, after the giving of notice (if required) and upon the expiration of
any applicable grace period (except in an emergency), Landlord may immediately
or at any time thereafter and without notice perform the same for the account of
Tenant. If Landlord makes any expenditures or incurs any obligations for the
payment of money in connection with any such default by Tenant or the cure
thereof including, but not limited to, any damages or fines or any reasonable
attorneys' fees and disbursements in instituting, prosecuting or defending any
action or proceeding, such sums paid or obligations incurred with interest and
costs shall be deemed to be additional rent hereunder and shall be paid by
Tenant to Landlord within thirty (30) days of rendition of any bill or statement
to Tenant therefor. If the Term hereof shall have expired at the time Landlord
sustains or incurs such expenditures, such sums shall be recoverable by
Landlord, as damages.



                                       19
<PAGE>


         B. Late Charges. If Tenant shall fail to make payment of any
installment of Rent payable pursuant to Article 1 hereof or any additional rent
payable pursuant to Article 28 hereof within ten (10) days after the date when
such payment is due, or if Tenant shall fail to make payment of any other sum or
charge payable hereunder within ten (10) days following Landlord's notice of
Tenant's failure to timely pay the same, Tenant shall pay to Landlord, in
addition to such installment of Rent or such additional rent, as the case may
be, as a late charge and as additional rent, a sum based on a rate equal to the
lessor of (i) four percent (4%) per annum above the then current prime rate
charged by Citibank, N.A. or its successor and (ii) the maximum rate permitted
by applicable law), of the amount unpaid computed from the date such payment was
due to and including the date of payment, but in no event shall interest be
computed and payable for less than a full calendar month. Tenant acknowledges
and agrees that, except as otherwise expressly provided herein, if Tenant fails
to dispute any item of additional rent within ten (10) days of receipt of a bill
or notice therefor, Tenant shall be deemed to have waived its right to dispute
the same.


20. NO REPRESENTATIONS BY LANDLORD. Landlord or Landlord's agents have made no
representations or promises with respect to the Building, the Real Property, the
Premises, Taxes (as defined in Article 28 hereof) or any other matter or thing
affecting or related to the Premises, except as herein expressly set forth and
no rights, easements or licenses are acquired by Tenant by implication or
otherwise except as expressly set forth herein.


21.      END OF TERM.
         -----------

         A. Surrender of Premises. Upon the expiration or other termination of
the Term, Tenant shall quit and surrender to Landlord the Premises, broom clean,
in good order and condition, ordinary wear and tear and damage for which Tenant
is not responsible under the terms of this Lease excepted, and Tenant shall
remove all Alterations and property subject to and in accordance with the terms
of Article 3 hereof. Tenant's obligation to observe or perform this covenant
shall survive the expiration or sooner termination of the Term. If the last day
of the Term or any renewal thereof falls on Saturday or Sunday this Lease shall
expire on the business day immediately preceding.

         B. Holdover by Tenant. The parties recognize and agree that the damage
to Landlord resulting from any failure by Tenant to timely surrender possession
of the Premises as aforesaid will be substantial, will exceed the amount of the
monthly installments of the Rent theretofore payable hereunder, and will be
impossible to accurately measure. Tenant therefore agrees that if possession of
the Premises is not surrendered to Landlord within twenty-four (24) hours after
the Expiration Date or sooner termination of the Term, in addition to any other
rights or remedy Landlord may have hereunder or at law, Tenant shall pay to
Landlord for each month and for each portion of any month during which Tenant
holds over in the Premises after the Expiration Date or sooner termination of
this Lease, a sum equal to (i) in respect of the first (1st) month of any
holdover, one hundred twenty-five (125%) percent of the aggregate of that
portion of the Rent and the additional rent which was payable under this Lease
during the last month of the Term, and (ii) in respect of any holdover beyond
the first (1st) month, two hundred (200%) percent of the aggregate of that
portion of the Rent and the additional rent which was payable under this Lease
during the last month of the Term. Nothing herein contained shall be deemed to
permit Tenant to retain possession of the Premises after the Expiration Date or
sooner termination of this Lease and no acceptance by Landlord of payments from
Tenant after the Expiration Date or sooner termination of the Term shall be
deemed to be other than on account of the amount to be paid by Tenant in
accordance with the provisions of this Article 21, which provisions shall
survive the Expiration Date or sooner termination of this Lease. If Tenant shall
hold-over or remain in possession of any portion of the Premises more than
ninety (90) days beyond the Expiration Date of this Lease, notwithstanding the
acceptance of any Rent and additional rent paid by Tenant pursuant to the
preceding provisions, Tenant shall be subject not only to summary proceeding and
all damages related thereto, but also to any damages arising out of lost
opportunities (and/or new leases) by Landlord to re-let the Premises (or any
part thereof). All damages to Landlord by reason of such holding over by Tenant
may be the subject of a separate action and need not be asserted by Landlord in
any summary proceedings against Tenant.


22. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that upon Tenant
paying the Rent and additional rent and observing and performing all the terms,
covenants and conditions on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the Premises, subject, nevertheless, to the
terms and conditions of this Lease including, but not limited to, Article 16
hereof and to all Superior Leases and Mortgages.


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


                                       20
<PAGE>


24.      NO WAIVER.
         ---------

         A. No Extension. If there be any agreement between Landlord and Tenant
providing for the cancellation of this Lease upon certain provisions or
contingencies and/or an agreement for the renewal hereof at the expiration of
the Term, the right to such renewal or the execution of a renewal agreement
between Landlord and Tenant prior to the expiration of the Term shall not be
considered an extension thereof or a vested right in Tenant to such further
term, so as to prevent Landlord from canceling this Lease in accordance with the
terms hereof or applicable law and any such extension thereof during the
remainder of the original Term; such right to cancel this Lease in accordance
with the terms hereof, if and when so exercised by Landlord, shall cancel and
terminate this Lease and any such renewal or extension previously entered into
between Landlord and Tenant or the right of Tenant to any such renewal or
extension; any right herein contained on the part of Landlord to cancel this
Lease shall continue during any extension or renewal hereof; any option on the
part of Tenant herein contained for an extension or renewal hereof shall not be
deemed to give Tenant any option for a further extension beyond the first
renewal or extended term.

         B. No Surrender. No act or thing done by Landlord or Landlord's agents
during the Term shall be deemed an acceptance of a surrender of the Premises,
and no agreement to accept such surrender shall be valid unless in writing
signed by Landlord. No employee of Landlord or of Landlord's agents shall have
any power to accept the keys of the Premises prior to the termination of this
Lease. The delivery of keys to any employee of Landlord or of Landlord's agents
shall not operate as a termination of this Lease or a surrender of the Premises.
In the event Tenant at any time desires to have Landlord sublet the Premises for
Tenant's account, Landlord or Landlord's agents are authorized to receive said
keys for such purpose without releasing Tenant from any of the obligations under
this Lease, and Tenant hereby relieves Landlord of any liability for loss of or
damage to any of Tenant's effects in connection with such subletting.

         C. No Waiver. The failure of Landlord or Tenant to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease or any of the Rules and Regulations set forth or
hereafter adopted by Landlord, shall not prevent a subsequent act which would
have originally constituted a violation from having all force and effect of an
original violation. The receipt by Landlord or payment by Tenant of Rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. The failure of Landlord to enforce any of the Rules and
Regulations set forth, or hereafter adopted, against Tenant and/or any other
tenant in the Building shall not be deemed a waiver of any such Rules and
Regulations. No provision of this Lease shall be deemed to have been waived by
either party hereto unless such waiver be in writing signed by such party.

         D. Application of Payment. No payment by Tenant or receipt by Landlord
of a lesser amount than the monthly Rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated Rent, or as Landlord may elect
to apply same, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such Rent or pursue any other remedy in this
Lease provided.

         E. Entire Agreement. This Lease contains the entire agreement between
the parties and all prior negotiations and agreements are merged in this Lease.
Any executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.


25. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises, any claim of injury or damage, or for
the enforcement of any remedy under any statute, emergency or otherwise. It is
further mutually agreed that in the event Landlord commences any summary
proceeding (whether for nonpayment of rent or because Tenant continues in
possession of the Premises after the expiration or termination of the Term),
Tenant will not interpose any counterclaim (except for mandatory or compulsory
counterclaims) of whatever nature or description in any such proceeding.


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



                                       21
<PAGE>

27. BILLS AND NOTICES. Except as otherwise expressly provided in this Lease, any
bills, statements, notices, demands, requests or other communications given or
required to be given under this Lease shall be deemed sufficiently given or
rendered if in writing, sent by registered or certified mail (return receipt
requested) addressed as follows or to such other address as either Landlord or
Tenant may designate as its new address for such purpose by notice given to the
others in accordance with the provisions of this Article 27:


If to Landlord:                EBS Forty-Fourth Property Associates LLC
                               c/o Emmes Realty Services LLC
                               420 Lexington Avenue
                               New York, New York 10170

with a copy to:                Younkins & Schecter LLP
                               420 Lexington Avenue , Suite 2050
                               New York, New York 10170
                               Attn: Legal Department

If to Tenant:                  Predictive Systems, Inc.
                               19 West 44th Street
                               New York, New York 10036
                               Attn: Chief Financial Officer

                                       and

                               Predictive Systems, Inc.
                               19 West 44th Street
                               New York, New York 10036
                               Attn: General Counsel

with a copy to:                Hutton Ingram Yuzek Gainen Carroll & Bertolotti
                               250 Park Avenue
                               New York, New York 10177
                               Attn: Shane O'Neill, Esq.

or at any place where Tenant or any agent or employee of Tenant may be found if
mailed subsequent to Tenant's vacating, deserting, abandoning or surrendering
the Premises. Tenant hereby acknowledges and agrees that any such bill,
statement, demand, notice, request or other communication may be given by
Landlord's agent on behalf of Landlord. Any such bill, statement, demand,
notice, request or other communication shall be deemed to have been rendered or
given three (3) days after the date when it shall have been mailed as provided
in this Article 27. Notwithstanding anything contained in this Article 27 to the
contrary, bills and statements issued by Landlord may be sent by the method(s)
set forth hereinabove, without copies to any other party. This notice provision
has been specifically negotiated between the parties hereto.


28.      ESCALATION.
         ----------

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

            (i) "Taxes" shall mean the aggregate amount of real estate taxes and
any special or other assessments (exclusive of penalties and interest thereon)
imposed upon the Real Property (exclusive of any additions to the rentable floor
area of the Building made after the date of this Lease) and real estate taxes or
assessments imposed in connection with the receipt of income or rents from the
Building to the extent that same shall be in lieu of all or a portion of the
aforesaid taxes or assessments, or additions or increases thereof (including,
without limitation, (i) assessments made upon or with respect to any "air
rights", (ii) assessments made in connection with any business improvement
district and (iii) any assessments levied after the date of this Lease for
public benefits to the Real Property or the Building (excluding an amount equal
to the assessments payable in whole or in part during or for the Base Tax Year
(as defined in Article 1 of this Lease)) which assessments, if payable in
installments, shall be deemed payable in the maximum number of permissible
installments and there shall be included in real estate taxes for each
Comparison Year in which such installments may be paid, the installments of such
assessment so becoming payable during such Comparison Year (in the manner in
which such taxes and assessments are imposed as of the date hereof); provided,
that if because of any change in the taxation of real estate, any other tax or
assessment (including, without limitation, any occupancy, gross receipts,
rental, income, franchise, transit or other tax) is imposed upon Landlord or the
owner of the Real Property or the Building, or the occupancy, rents or income
therefrom, in substitution for or in addition to, any of the foregoing Taxes,
such other tax or assessment shall be deemed part of the Taxes. Except as set
forth herein, Taxes shall not include the payment of any income, profit, gift,
estate, succession, franchise or transfer tax. With respect to any Comparison
Year (hereinafter defined) all expenses, including attorneys' fees and
disbursements, experts' and other witnesses' fees, incurred in contesting the
validity or amount of any Taxes or in obtaining a refund of Taxes shall be
considered as part of the Taxes for such year.



                                       22
<PAGE>

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

            (iii) "Tax Year" shall mean the period July 1 through June 30 (or
such other period as hereinafter may be duly adopted by the City of New York as
its fiscal year for real estate tax purposes).

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

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

            (vi) "R.A.B." shall mean the Realty Advisory Board On Labor
Relations, Incorporated, or its successor.

            (vii) "Local 32B-32J" shall mean Local 32B-32J of the Building
Service Employees International Union, AFL-CIO, or its successor.

            (viii) "Class A Office Buildings" shall mean office buildings in the
same class or category as the Building under any agreement between R.A.B. and
Local 32B-32J, regardless of the designation given to such office buildings in
any such agreement.

            (ix) "Labor Rates" shall mean a sum equal to the regular hourly wage
rate required to be paid to Others (hereinafter defined) employed in Class A
Office Buildings pursuant to any agreement between R.A.B. and Local 32B-32J;
provided, however, that if, as of October 1st of any Comparison Year, any such
agreement shall require Others in Class A Office Buildings to be regularly
employed on days or during hours when overtime or other premium pay rates are in
effect pursuant to such agreement, then the term "regular hourly wage rate", as
used in this subsection A(ix) shall mean the average hourly wage rate for the
hours in a calendar week during which Others are required to be regularly
employed; and provided, further, that if no such agreement is in effect as of
October 1st of any Comparison Year with respect to Others, then the term
"regular hourly wage rate", as used in this subsection A(ix) shall mean the
regular hourly wage rate actually paid to Others employed in the Building by
Landlord or by an independent contractor engaged by Landlord; and provided,
further, the term "regular hourly wage rate" in all events shall include the
monetary value or cost of all payments and benefits of any kind, (including, but
not limited to, those payable directly to taxing authorities or others on
account of the employment) and all welfare and pension benefits and payments of
any kind paid or given pursuant to such agreement, but shall specifically
exclude fringe employee benefits.

            (x) "Others" shall mean that classification of employee engaged in
the general maintenance and operation of Class A Office Buildings most nearly
comparable to the classification now applicable to "others" in the current
agreement between R.A.B. and Local 32B-32J.

            (xii) "Base Labor Rates" shall mean the average of the Labor Rates
in effect for the Base Labor Year.

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

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

            (ii) If the Labor Rates in effect for any Comparison Year (any part
or all of which falls within the Term) shall be greater than the Base Labor
Rates, then the Rent for such Comparison Year, and continuing thereafter until a
new Landlord's Statement is rendered to Tenant, shall be increased by a sum
equal to the Labor Rate Factor multiplied by the Labor Rate Multiple multiplied
by the number of cents (inclusive of any fractions of a cent) of such increase.

         C. Payment of Escalations. (i) At any time prior to, during or after
any Comparison Year Landlord shall render to Tenant, either in accordance with
the provisions of Article 27 hereof or by personal delivery at the Premises, a
Landlord's Statement or Statements showing separately or together (a) a
comparison of the Taxes payable for the Comparison Year with the Base Taxes, (b)
a comparison of the Labor Rates for the Comparison Year with the Base Labor
Rates, and (c) the amount of the increase in the Rent resulting from each of
such comparisons. Landlord's failure to render a Landlord's Statement and/or
receive payments with respect thereto during or with respect to any Comparison
Year shall not prejudice Landlord's right to render a Landlord's Statement
and/or receive payments with respect thereto during or with respect to any
subsequent Comparison Year, and shall not eliminate or reduce Tenant's
obligation to pay increases in the Rent pursuant to this Article 28 for such
Comparison Year. Landlord may also at any time and from time to time, furnish to
Tenant a revised Landlord's Statement or Statements showing separately or
together (a) a comparison of the Taxes payable for the Comparison Year with the
Base Taxes and (b) a comparison of the Labor Rates for the Comparison Year with
the Base Labor Rates; provided, however, each Landlord's Statement shall be
rendered within one (1) year of the Comparison Year to which it pertains.



                                       23
<PAGE>

            (ii) (a) Tenant's obligations with respect to increases in Labor
Rates shall be payable by Tenant on the first day of the month following the
furnishing to Tenant of a Landlord's Statement with respect to Labor Rates in an
amount equal to one-twelfth (1/12th) of such increase in the Rent multiplied by
the number of months (and any fraction thereof) of the Term then elapsed since
the commencement of the Comparison Year for which the increase is applicable,
together with a sum equal to one-twelfth (1/12th) of such increase with respect
to the month following the furnishing to Tenant of a Landlord's Statement; and
thereafter, commencing with the next succeeding monthly installment of Rent and
continuing monthly thereafter until rendition of the next succeeding Landlord's
Statement, the monthly installments of Rent shall be increased by an amount
equal to one-twelfth (1/12th) of such increase. Any increase in the Rent shall
be collectible by Landlord in the same manner as Rent.

                 (b) With respect to an increase in the Rent resulting from an
increase in the Taxes for any Comparison Year above the Base Taxes, Tenant shall
pay to Landlord a sum equal to one-twelfth (1/12th) of such increase on the
first day of each calendar month. If Landlord's Statement shall be furnished to
Tenant after the commencement of the Comparison Year to which it relates, then
(1) until Landlord's Statement is rendered for such Comparison Year, Tenant
shall pay Tenant's Proportionate Share of Taxes for such Comparison Year in
monthly installments, as described above, based upon the last prior Landlord's
Statement rendered to Tenant with respect to Taxes, and (2) Tenant shall, within
thirty (30) days after Landlord's Statement is furnished to Tenant, pay to
Landlord an amount equal to any underpayment of the installments of Taxes
theretofore paid by Tenant for such Comparison Year and, in the event of an
overpayment by Tenant, Landlord shall permit Tenant to credit against subsequent
payments under this subsection (C)(ii)(b) of this Article 28 the amount of such
overpayment, unless the Term shall have expired or the amount of the overpayment
by Tenant is in excess of all rent due and payable by Tenant hereunder for the
immediately following two (2) months, in which case Tenant shall receive a
refund. If during the Term of this Lease, Taxes are required to be paid (either
to the appropriate taxing authorities or as tax escrow payments to a mortgagee
or ground lessor) in full or in semi-annual, quarterly, or other installments,
on any other date or dates than as presently required, then, at Landlord's
option, Tenant's Proportionate Share with respect to Taxes shall be
correspondingly accelerated or revised so that Tenant's Proportionate Share is
due at least thirty (30) days prior to the date payments are due to the taxing
authorities or the superior mortgagee or ground lessor, as the case may be. The
benefit of any discount for any early payment or prepayment of Taxes shall
accrue solely to the benefit of Landlord, and such discount shall not be
subtracted from Tenant's Proportionate Share of such Taxes.

                 (c) Following each Landlord's Statement, a reconciliation shall
be made as follows: Tenant shall be debited with any increase in the Rent shown
on such Landlord's Statement and credited with the aggregate, if any, paid by
Tenant on account in accordance with the provisions of subsection C(ii)(a) or
C(ii)(b) for the Comparison Year in question; Tenant shall pay any net debit
balance to Landlord within fifteen (15) days next following rendition by
Landlord, either in accordance with the provisions of Article 27 hereof or by
personal delivery to the Premises, of an invoice for such net debit balance
(provided, however, that if the amount thereof exceeds $25,000.00 then Tenant
may pay such net debit balance in three (3) equal monthly installments over the
immediately succeeding three (3) month period); any net credit balance shall be
applied against the next accruing monthly installment of Rent , unless the Term
shall have expired or the amount of the overpayment by Tenant is in excess of
all rent due and payable by Tenant hereunder for the immediately following two
(2) months, in which case Tenant shall receive a refund.

         D. Adjustments. (i) (a) In the event that, after a Landlord's Statement
has been sent to Tenant, an Assessed Valuation which had been utilized in
computing the Taxes for a Comparison Year is reduced (as a result of settlement,
final determination of legal proceedings or otherwise), and as a result thereof
a refund of Taxes is actually received by or on behalf of Landlord, then,
promptly after receipt of such refund, Landlord shall send Tenant a statement
adjusting the Taxes for such Comparison Year (taking into account the expenses
mentioned in the last sentence of subsection A(i) of this Article 28) and
setting forth Tenant's Proportionate Share of such refund and Tenant shall be
entitled to receive such Share by way of a credit against the Rent next becoming
due after the sending of such Statement, or if the Term hereof has expired,
Landlord shall reimburse such balance to Tenant within sixty (60) days following
Landlord's determination of the amount thereof, less any sums Tenant owes
Landlord for Rent, additional rent or other charges hereunder; provided,
however, that Tenant's Share of such refund shall be limited to the amount, if
any, which Tenant had theretofore paid to Landlord as increased Rent for such
Comparison Year on the basis of the Assessed Valuation before it had been
reduced.

                 (b) In the event that, after a Landlord's Statement has been
sent to Tenant, the Assessed Valuation which had been utilized in computing the
Base Taxes is reduced (as a result of settlement, final determination of legal
proceedings or otherwise) then, and in such event: (1) the Base Taxes shall be
retroactively adjusted to reflect such reduction, (2) the monthly installment of
Rent shall be increased accordingly and (3) all retroactive additional rent
resulting from such retroactive adjustment shall be forthwith payable when
billed by Landlord. Landlord promptly shall send to Tenant a statement setting
forth the basis for such retroactive adjustment and additional rent payments.



                                       24
<PAGE>

            (ii) Any Landlord's Statement sent to Tenant shall be conclusively
binding upon Tenant unless, within ninety (90) days after such statement is
sent, Tenant shall (a) pay to Landlord the amount set forth in such statement,
without prejudice to Tenant's right to dispute the same, and (b) send a written
notice to Landlord objecting to such statement and specifying the particular
respects in which such statement is claimed to be incorrect. If such notice is
sent, the parties recognize the unavailability of Landlord's books and records
because of the confidential nature thereof an hence agree that either party may
refer the decision of the issues raised to a reputable independent firm of
certified public accountants selected by Landlord and the decision of such
accountants shall be conclusively binding upon the parties. The fees and
expenses involved in such decision shall be borne by Landlord if the amount
payable by Tenant pursuant to Landlord's Statement exceeded the amount actually
payable as determined by the independent firm of certified accountants by more
than five (5%) percent, otherwise Tenant shall pay all such fees and expenses as
additional rent. It expressly understood that such accounting firm shall not be
permitted to divulge any information observed from reviewing Landlord's books
and records to Tenant or any other third party.

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

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


         E. Tax Incentive Programs. In the event Tenant applies for any tax
incentive programs offered by the City or State of New York, Landlord agrees to
reasonably cooperate with Tenant in the completion and submission of any
applications therefor, provided Tenant reimburses Landlord for Landlord's costs
and expenses incurred in connection therewith within twenty (20) days following
receipt of evidence thereof.


29.      SERVICES.
         ---------

         A. Elevator. Landlord shall provide passenger elevator facilities on
business days from 8:00 A.M. to 6:00 P.M. and shall have one passenger elevator
in the bank of elevators servicing the Premises available at all other times.
Landlord shall provide freight elevator services on an "as available" basis for
incidental use by Tenant from 8:00 A.M. through 12:00 Noon and from 1:00 P.M.
through 5:00 P.M. on business days only. Any extended use may be arranged with
Landlord's prior consent and Tenant shall pay as additional rent all building
standard charges therefor. The rate for such extended use, as of the date
hereof, is Ninety and 00/100 ($90.00) per hour (four (4) hour minimum), which
rate is subject to change from time to time throughout the Term (provided such
rate increase is not applied in a discriminatory manner against Tenant). Tenant
shall have access to the Building twenty-four (24) hours a day, seven (7) days a
week. Notwithstanding the foregoing, Tenant may use one (1) freight elevator for
up to fifty (50) hours in at least four (4) consecutive hour increments for
Tenant's initial move into the Premises and during the performance of Tenant's
Initial Alteration and subsequent Alterations at no charge provided that (i)
Tenant shall have previously requested Landlord's approval of Tenant's use of
the freight elevator on such date and Landlord shall have approved the same,
(ii) Tenant shall not, at any time prior to or during the Term, directly or
indirectly, employ or permit the employment of any laborer in connection
therewith if, in Landlord's sole discretion, such employment will interfere or
cause conflict with other contractors, mechanics or laborers engaged in the
construction, maintenance or operation of all or any part of the Building, (iii)
Tenant shall have previously furnished to Landlord evidence of the insurance
required to be obtained and maintained by Tenant pursuant to Article 9 hereof,
and (iv) such move shall be effectuated at a time satisfactory to Landlord.
Tenant's use of the freight elevator beyond such fifty (50) hour period shall be
at the standard rates then fixed by Landlord.

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

         C. Cooling. Tenant shall have the privilege of using the air-cooling
system installed in the Premises, which system Tenant agrees to maintain and
repair at its own cost and expense. Tenant shall accept such air-cooling system
in its "as-is" condition. Tenant shall enter into service maintenance agreements
for the service and maintenance of the air-cooling system with a contractor
approved by Landlord, which approval shall not be unreasonably withheld. Tenant
shall cause periodic service and maintenance to be performed on the air-cooling
system and shall provide Landlord with copies of service and maintenance
records. Tenant shall not alter, modify or replace such air-cooling system, or
any part thereof, without Landlord's consent, which shall not be unreasonably
withheld. Anything in this subsection C to the contrary notwithstanding,
Landlord shall not be responsible if the normal operation of the air-cooling
system shall fail to provide cooled air at reasonable temperatures, pressures or
degrees of humidity or any reasonable volumes or velocities in any parts of the
Premises by reason of (i) human occupancy factors and any machinery or equipment
installed by or on behalf of Tenant or any person claiming through or under
Tenant, having an electrical load in excess of the average electrical load for
the air-cooling system as designed or (ii) any rearrangement of partitioning or
other Alterations made or performed by or on behalf of Tenant or any person
claiming through or under Tenant. Tenant agrees to keep and cause to be kept
closed all of the windows in the Premises whenever the air-cooling system is in
operation and agrees to lower and close the blinds when necessary because of the
sun's position whenever the air-cooling system is in operation. Tenant at all
times agrees to cooperate fully with Landlord and to abide by the regulations
and requirements which Landlord may prescribe for the proper functioning and
protection of the air-cooling system. Subject to the terms of Article 14 hereof,
Landlord, throughout the Term, shall have free access to any and all mechanical
installations of Landlord, including but not limited to air-cooling, fan,
ventilating, machine rooms and electrical closets. Tenant shall pay for the cost
of the electrical energy consumed by the air-cooling system in accordance with
the provisions of Article 29, subsection H, hereof.




                                       25
<PAGE>

         D. After Hours and Additional Services. The Rent does not include any
charge to Tenant for the furnishing of any additional passenger elevator
facilities, any freight elevator facilities (other than as contemplated in
Article 29 subsection A) or for the service of heat to the Premises during
periods other than the hours and days set forth in sections A and B of this
Article 29 for the furnishing and distributing of such facilities or services
(referred to as "Overtime Periods"). Accordingly, if Landlord shall furnish any
(i) freight elevator facilities, except as provided in subsection A of this
Article 29, or (ii) heat to the Premises during Overtime Periods, then Tenant
shall pay Landlord additional rent for such facilities or services at the
standard rates then fixed by the Landlord for the Building or, if no such rates
are then fixed, at reasonable rates. Neither the facilities nor the services
referred to in this Article 29 subsection D shall be furnished to Tenant or the
Premises if Landlord has not received advance notice from Tenant specifying the
particular facilities or services requested by Tenant at least by 10:00 A.M. on
the date on which the facilities or services are to be furnished (or by 10:00
A.M. on Fridays for services requested on weekends); or if Tenant is in default
under or in breach of any of the terms, covenants or conditions of this Lease;
or if Landlord shall determine, in its sole and exclusive discretion, that such
facilities or services are requested in connection with, or the use thereof
shall create or aid in a default under or a breach of any term, covenant or
condition of this Lease. All of the facilities and services referred to in this
Article 29 subsection D are conveniences and are not and shall not be deemed to
be appurtenances to the Premises, and the failure of Landlord to furnish any or
all of such facilities or services shall not constitute or give rise to any
claim of an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of Rent (except as may be expressly set
forth herein), or relieve Tenant from any of its obligations under this Lease,
or impose any liability upon Landlord or its agents by reason of inconvenience
or annoyance to Tenant, or injury to or interruption of Tenant's business or
otherwise.

         E. Cleaning. Landlord, at Landlord's expense, shall cause the Premises
to be kept clean in building standard manner. Tenant shall, however, have the
option in its sole discretion to clean or independently contract for the
cleaning of the Premises at Tenant's sole expense, without any adjustment in the
Rent, provided that such cleaning is done in a manner satisfactory to Landlord
and no one other than persons approved by Landlord shall be permitted to enter
the Premises or the Building for such purpose. Tenant shall pay to Landlord, as
additional rent, the cost of removal of any of Tenant's refuse and rubbish from
the Premises and the Building to the extent that the same exceeds the refuse and
rubbish usually attendant upon the use of such Premises as offices, which cost
shall be payable within thirty (30) days after rendition of Landlord's bill
therefor. A copy of the current cleaning specifications are annexed hereto as
Exhibit 3, which cleaning specifications are subject to change from time to time
during the Term hereof, provided such changes do not materially diminish the
cleaning services provided on the date hereof.

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

         G. Water. Landlord shall provide hot and cold water for ordinary
drinking, cleaning and lavatory purposes, but if Tenant requires, uses or
consumes water for any other purposes or in unusual quantities (of which fact
Landlord shall be the sole but reasonable judge), Landlord may install a water
meter at Tenant's expense and thereby measure Tenant's water consumption for all
purposes. In such event (i) Tenant shall keep said meter and installation
equipment in good working order and repair at Tenant's own cost and expense;
(ii) Tenant agrees to pay for water consumed, as shown on said meter thirty (30)
days after bills are rendered as additional rent; and (iii) Tenant covenants and
agrees to pay the sewer rent, charge or any other tax, rent, levy or charge
which now or hereafter is assessed, imposed or shall become a lien upon the
Premises or the realty of which they are part pursuant to law, order or
regulation made or issued in connection with any such metered use, consumption,
maintenance or supply of water, water system, or sewage or sewage connection or
system.



                                       26
<PAGE>

         H. Electricity Service. (i) Landlord shall redistribute up to six (6)
watts of connected electrical load per rentable square foot of space deemed to
be contained in the Premises (based upon Tenant's demonstrated need therefor)
for the servicing of the lighting fixtures and electrical receptacles within the
Premises exclusive, however, of any air-cooling equipment located in or
exclusively servicing the Premises. Tenant's demand and consumption of
electrical energy in the Premises shall be measured by one (1) or more submeters
installed in the Premises. The cost of electricity utilized by Tenant shall be
paid for by Tenant to Landlord as additional rent and shall be calculated at the
then rate paid by Landlord to the public utility company serving the Premises
for such submetered electrical energy, plus (a) Landlord's charge for overhead
and supervision in the amount of eight percent (8%) of the total electric bill
and (b) any taxes or other charges in connection therewith. If any tax shall be
imposed upon Landlord's receipts from the sale or resale of electrical energy to
Tenant, the pro rata share applicable to the electrical energy service received
by Tenant shall be passed on to, included in the bill of, and paid by Tenant if
and to the extent permitted by law. Landlord shall bill Tenant, monthly, for the
cost of its consumption of electricity in the Premises and Tenant shall pay the
amount thereof at the time of payment of each installment of Rent. If either the
quantity or character of electrical services is changed by the public utility or
other company supplying electrical service to the Building or is no longer
available or suitable for Tenant's requirements, no such change, unavailability
or unsuitability shall constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise.

            (ii) If Tenant requires additional electrical energy beyond the
wattage specified above for any reason whatsoever, including without limitation,
the use of additional business machines, office equipment or other appliances in
the Premises which utilize electrical energy, Tenant shall request such
additional electrical energy from Landlord in each instance. If Landlord agrees
to provide the same, any additional feeders or risers which are required to
supply Tenant's additional electrical requirements, and all other equipment
proper and necessary in connection with such feeders or risers, shall be
installed by Landlord upon Tenant's request, at the sole cost and expense of
Tenant (including without limitation, a connection fee of Three Hundred Fifty
and 00/100 ($350.00) Dollars per kilovolt ampere), provided that, in Landlord's
reasonable judgment, such additional feeders or risers are necessary and are
permissible under applicable laws and insurance regulations and the installation
of such feeders or risers will not cause permanent damage or injury to the
Building or the Premises or cause or create a dangerous or hazardous condition
or entail excessive or unreasonable alterations or interfere with or disturb
other tenants or occupants of the Building. Tenant covenants that at no time
shall the use of electrical energy in the Premises exceed the capacity of the
existing feeders or wiring installations then serving the Premises or provide
Tenant with greater than six (6) watts of connected electrical load per rentable
square foot of space deemed to be contained in the Premises, exclusive however,
of any air-cooling equipment located in or exclusively servicing the Premises.
Tenant shall not make or perform, or permit the making or performance of, any
Alterations to wiring installations or other electrical facilities in or serving
the Premises without the prior consent of Landlord in each instance and without
paying Landlord's reasonable out-of-pocket charges (if any) therefor. Any such
Alterations, additions or consent by Landlord shall be subject to the provisions
of this Lease including, but not limited to, the provisions of Article 3 hereof.

            (iii) Landlord reserves the right to discontinue furnishing
electricity to Tenant in the Premises on not less than sixty (60) days notice to
Tenant in the event (a) Landlord is compelled to do so by law or by the utility
company servicing the Building or (b) Landlord discontinues such service to at
least thirty percent (30%) of the office tenants located in the Building. If
Landlord exercises such right to discontinue, or is compelled to discontinue
furnishing electricity to Tenant, this Lease shall continue in full force and
effect and shall be unaffected thereby, except only that from and after the
effective date of such discontinuance, Landlord shall not be obligated to
furnish electricity to Tenant. If Landlord so discontinues furnishing
electricity to Tenant, Tenant shall arrange to obtain electricity directly from
the public utility or other company servicing the Building. Landlord shall
cooperate with Tenant in connection with Tenant's efforts to obtain direct
electric service (provided Landlord shall not be required to incur any expense
in connection therewith if Landlord is compelled to discontinue furnishing
electricity to Tenant by law or by the utility company servicing the Building).
Such electricity may be furnished to Tenant by means of the then existing
electrical facilities serving the Premises to the extent that the same are
available, suitable and safe for such purposes. All meters and all additional
panel boards, feeders, risers, wiring and other conductors and equipment which
may be required to obtain electricity, of substantially the same quantity,
quality and character, shall be installed by Landlord at (x) Tenant's sole cost
and expense, in the event Landlord is compelled to or required to discontinue
furnishing electricity to Tenant, or (y) Landlord's sole cost and expense, in
the event Landlord voluntarily discontinues furnishing electricity to Tenant.
Landlord shall not voluntarily discontinue furnishing electricity to Tenant
until Tenant is able to receive electricity directly from the public utility or
other company servicing the Building.

            (iv) Landlord shall not be liable to Tenant in any way for any
interruption, curtailment or failure or defect in the supply or character of
electricity furnished to the Premises by reason of any requirement, act or
omission of any public utility or other company servicing the Building with
electricity or for any other reason except Landlord's negligence or willful
misconduct.



                                       27
<PAGE>

         I. Interruption of Services. Landlord reserves the right to stop
service of the heating, air conditioning/ventilation, the elevator, electrical,
plumbing or other mechanical systems or facilities in the Building and cleaning
services when necessary, by reason of accident or emergency, or for repairs,
additions, alterations, replacements or improvements in the reasonable judgment
of Landlord desirable or necessary to be made, until said repairs, additions,
alterations, replacements or improvements shall have been completed. Landlord
shall have no responsibility or liability for interruption, curtailment or
failure to supply heat, cooled or outside air, elevator, plumbing, electricity
or cleaning when prevented by exercising its right to stop service or by
strikes, labor troubles or accidents or by any cause whatsoever reasonably
beyond Landlord's control, or by failure of independent contractors to perform
or by laws, orders, rules or regulations of any federal, state, county or
municipal authority (including, without limitation, regulations may require the
removal of CFC's as well as the alteration or replacement of equipment utilizing
CFC's), or failure of suitable fuel supply, or inability by exercise of
reasonable diligence to obtain suitable fuel or by reason of governmental
preemption in connection with a National Emergency or by reason of the
conditions of supply and demand which have been or are affected by war or other
emergency. The exercise of such right or such failure by Landlord shall not
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any compensation or to any abatement or diminution of Rent, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord or its agents by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise.
Notwithstanding anything to the contrary contained in this Lease, if Landlord
fails to take such measures as may be reasonable under the circumstances to
restore an "essential" service or services (which, for the purposes of this
subsection I, shall be deemed to mean passenger elevator service (a minimum of
one (1) elevator), electricity and heat required to be furnished by Landlord
pursuant to the terms of this Lease within fifteen (15) consecutive business
days after Tenant has notified Landlord that such service has ceased (a
"Substantial Services Failure"), which failure renders the entire Premises
unusable and as a result thereof Tenant ceases to conduct business therein,
provided and upon the condition that this Lease is in full force and effect and
Tenant is not in default hereunder beyond the expiration of any applicable
notice and grace periods, the Rent and additional rent shall be abated
throughout the duration of the curtailment beyond the aforesaid fifteen (15) day
business period (as extended due to force majeure events). In the event Landlord
is unable to cure a Substantial Services Failure because of a force majeure
event including, without limitation, the acts or omissions of Tenant or any of
Tenant's agents, employees or contractors, then the fifteen (15) business day
period shall be extended one (1) day for each day of such force majeure event.
Notwithstanding the foregoing remedy, Landlord agrees to diligently pursue the
restoration of interrupted services. In no event shall Tenant be entitled to
claim a constructive eviction from the Premises or a breach of lease by Landlord
unless Tenant shall first have notified Landlord in writing of the condition or
conditions giving rise thereto, and, if the complaints are justified, unless
Landlord shall have failed, within the fifteen (15) business day period provided
for above, to remedy, or commence and proceed with due diligence to remedy, such
condition or conditions, all subject to force majeure events.

         J. Desk Attendants. During the portion of the Term that the named
Landlord or any of its parents, subsidiaries or affiliates owns the Building,
the named Landlord or such parent, subsidiary or affiliate will agree to provide
a desk attendant at the entrance to the Building or a security guard twenty-four
(24) hours a day, seven (7) days a week; provided, however, Landlord reserves
the right to provide electronic security and/or other means of limited access to
the Building in lieu thereof at any time (and from time to time) during the Term
hereof, as is customarily provided in comparable buildings in midtown Manhattan.

30.      PARTNERSHIP TENANT.
         ------------------

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

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

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



                                       28
<PAGE>

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

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

            (d) Tenant shall cause each general partner of Tenant to execute and
deliver to Landlord an agreement, in form and substance satisfactory to
Landlord, wherein each such general partner agrees to remain personally liable
for all of the terms, covenants and conditions of this Lease that are to be
observed and performed by the Limited Liability Successor Entity; and

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


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


32.      SECURITY DEPOSIT.
         ----------------

         A. Deposit of Security. Tenant shall deposit with Landlord on the
signing of this Lease the Security Deposit (as defined in Article 1 of this
Lease) as security for the faithful performance and observance by Tenant of the
terms, conditions and provisions of this Lease, including without limitation the
surrender of possession of the Premises to Landlord herein provided. It is
agreed that in the event Tenant defaults in respect of any of the terms,
provisions and conditions of this Lease, including, but not limited to, the
payment of Rent and additional rent and such default continues beyond the
expiration of any applicable notice or cure period, Landlord may apply or retain
the whole or any part of the Security Deposit so deposited to the extent
required for the payment of any Rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this Lease, including but not limited to, any
damages or deficiency in the reletting of the Premises, whether such damages or
deficiency accrue or accrues before or after summary proceedings or other
reentry by Landlord. If Landlord applies or retains any part of the Security
Deposit so deposited, Tenant, within five (5) days after notice from Landlord,
shall deposit with Landlord the amount so applied or retained so that Landlord
shall have the full Security Deposit on hand at all times during the Term. The
failure by Tenant to deposit such additional amount within the foregoing time
period shall be deemed a material default pursuant to Article 17 of this Lease.
If Tenant shall fully and faithfully comply with all of the terms, provisions,
covenants and conditions of this Lease, the Security Deposit shall be returned
to Tenant after the Expiration Date and after delivery of the entire possession
of the Premises to Landlord. In the event of a sale of the Real Property or the
Building or leasing of the Building, Landlord shall have the right to transfer
the Security Deposit to the vendee or lessee and Landlord shall thereupon be
released by Tenant from all liability for the return of the Security Deposit;
and Tenant agrees to look solely to the new Landlord for the return of the
Security Deposit; and it is agreed that the provisions hereof shall apply to
every transfer or assignment made of the Security Deposit to a new Landlord.
Tenant further covenants that it will not assign or encumber or attempt to
assign or encumber the Security Deposit and that neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.

         B. Letter of Credit. In lieu of a cash deposit by Tenant for the
Security Deposit, Tenant may deposit with Landlord a clean, irrevocable and
unconditional letter of credit ("Letter of Credit") issued by and drawn upon any
commercial bank reasonably acceptable to Landlord with offices for banking
purposes in the City of New York and having a net worth of not less than One
Hundred Million ($100,000,000) Dollars, which letter of credit shall be in the
amount of Three Hundred Fifty-Nine Thousand Eight Hundred Sixty-Five and 00/100
($359,865.00) Dollars in the form annexed hereto as Exhibit 2. At any time that
Tenant is in default under this Lease beyond any applicable notice and grace
period, Landlord shall have the right to draw down the entire credit and apply
the proceeds or any part thereof in accordance with the provisions of this
Article 32. Landlord shall also have the right to draw down the entire amount of
the credit in the event that Landlord fails to receive a replacement Letter of
Credit on or prior to the thirtieth (30th) day preceding the expiration date
thereof. If Landlord shall have drawn down the Letter of Credit and applied all
or a portion thereof in accordance with the terms of this Article 32, then
Tenant shall deposit with Landlord, within three (3) days after notice from
Landlord, a sufficient amount of cash to bring the balance of the cash held by
Landlord under this Article 32 to the amount of the Security Deposit. The
failure by Tenant to deposit such additional amount within the foregoing time
period shall be deemed a material default pursuant to Article 17 of this Lease.



                                       29
<PAGE>

         C. Reduction in Security Deposit. Provided this Lease shall be in full
force and effect and Tenant shall not be in default hereunder beyond the giving
of notice and the expiration of applicable cure periods and Tenant shall have
made payments of Rent and additional rent in a timely fashion for two (2) years
following the Commencement Date, the Security Deposit shall be reduced by the
amount of $163,938.51 on the first day of the month in which the second (2nd)
anniversary of the Commencement Date shall occur (the "Substitution Date"). In
the event Tenant shall have deposited with Landlord a Letter of Credit, Landlord
shall accept a substitute Letter of Credit in the reduced amount of the Security
Deposit on the Substitution Date and shall thereupon return to Tenant the
original Letter of Credit then being held by Landlord.


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


34.      ADDITIONAL DEFINITIONS.
         ----------------------

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

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

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

         D. Business Day. The term "business days" as used in this Lease shall
exclude Saturdays, Sundays and all days observed by the State of New York or
Federal Government as legal holidays and union holidays for those unions that
materially affect the delivery of services in the Building.


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


36. BROKER. Each party hereto represents and warrants to the other that such
party has dealt directly with (and only with) the Broker (as defined in Article
1 herein) as broker in connection with this Lease, and that insofar as such
party knows no other broker negotiated this Lease or is entitled to any
commission in connection therewith; and each party covenants and agrees to pay,
hold harmless and indemnify the other party from and against any and all cost,
expense (including reasonable attorney's fees) or liability for any
compensation, commissions or charges claimed by any broker or agent, other than
the Broker, with respect to this Lease or the negotiations thereof, arising from
such party's acts, conduct or conversations. The execution and delivery of this
Lease by Landlord shall be conclusive evidence that Landlord has relied upon the
foregoing representation and warranty. Landlord shall be solely responsible for
the payment of any commission earned by Emmes Realty Services LLC in connection
with this Lease and the transactions contemplated herein in accordance with and
pursuant to the terms of a separate agreement between Landlord and Emmes Realty
Services LLC. Tenant shall be solely responsible for the payment of any
commission earned by PBS Realty Advisors, in connection with this Lease and the
transactions contemplated herein in accordance with and pursuant to the terms of
a separate agreement between Tenant and PBS Realty Advisors.


37. INDEMNITY. Tenant shall not do or permit any act or thing to be done upon
the Premises which may subject Landlord to any liability or responsibility for
injury, damages to persons or property or to any liability by reason of any
violation of law or of any legal requirement of public authority, but shall
exercise such control over the Premises as to fully protect Landlord against any
such liability. Tenant agrees to indemnify and save harmless Landlord from and
against all liabilities, obligations, damages, penalties, claims, costs and
expenses, including reasonable attorney fees, incurred or arising from (i) any
act, omission or negligence of Tenant, its contractors, licensees, agents,
employees, invitees or visitors, including any claims arising from any act,
omission or negligence of Landlord and Tenant (except to the extent that
Landlord is determined by a court of competent jurisdiction to be comparatively
negligent), (ii) any accident, injury or damage whatsoever caused to any person
or to the property of any person and occurring during the Term in or about the
Premises, (iii) any accident, injury or damage to any person, entity or
property, occurring outside of the Premises but anywhere within or about the
Real Property, where such accident, injury or damage results or is claimed to
have resulted from an act or omission of Tenant or Tenant's agents, employees,
invitees or visitors, including any claims arising from any act, omission or
negligence of Landlord and Tenant (to the extent that Landlord is determined by
a court of competent jurisdiction to be comparatively negligent), (iv) any
breach, violation or nonperformance of any covenant, condition or agreement in
this Lease set forth and contained on the part of Tenant to be fulfilled, kept,
observed and performed and (v) Tenant, or any of Tenant's contractors,
licensees, agents, employees, invitees or visitors causing or permitting any
Hazardous Substance (as hereinafter defined) to be brought upon, kept or used in
or about the Premises or the Real Property or any seepage, escape or release of
such Hazardous Substances. The term "Hazardous Substances" shall mean,
collectively, (a) asbestos and polychlorinated biphenyls and (b) hazardous or
toxic materials, wastes and substances which are defined, determined and
identified as such pursuant to any law. Tenant's liability under this Lease
extends to the acts and omissions of any subtenant and any contractor, licensee,
agent, employee, invitee or visitor of any subtenant; provided, however, Tenant
shall not be liable to the extent costs are due to negligence or willful
misconduct of Landlord, or Landlord's employees or agents acting within the
scope of their authority. As used herein and in all other provisions in this
Lease containing indemnities made for the benefit of Landlord, the term
"Landlord" shall mean the Landlord herein named and its managing agent and their
respective parent companies and/or corporations, their respective controlled,
associated, affiliated and subsidiary companies and/or corporations and their
respective members, officers, partners, agents, consultants, servants,
employees, successors and assigns. This indemnity and hold harmless agreement
shall include indemnity from and against any and all liability, fines, suits,
demands, costs and expenses of any kind or nature incurred in or in connection
with any such claim or proceeding brought thereon, and the defense thereof.



                                       30
<PAGE>

38. ADJACENT EXCAVATION SHORING. If an excavation shall be made upon land
adjacent to the Premises, or shall be authorized to be made, Tenant upon
reasonable advance oral or telephonic notice (other than in event of an
emergency) shall afford to the person causing or authorized to cause such
excavation, license to enter upon the Premises for the purpose of doing such
work as said person shall deem necessary to preserve the wall or the Building
from injury or damage and to support the same by proper foundations without any
claim for damages or indemnity against Landlord, or diminution or abatement of
Rent.

39.      MISCELLANEOUS.
         -------------

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

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

            (ii) From time to time, within ten (10) business days next following
Tenant's request, Landlord shall deliver to Tenant a written statement executed
and acknowledged by Landlord, in form reasonably satisfactory to Tenant, (a)
stating if and to the extent that this Lease is then in full force and effect
and has not been modified (or if modified, setting forth all modifications), (b)
setting forth the date to which the Rent, additional rent and other charges
hereunder have been paid, together with the amount of fixed base monthly Rent
then payable, (c) stating whether or not, to the best of knowledge of Landlord,
Tenant is in default under this Lease and, if Tenant is in default, setting
forth the specific nature of all such defaults, (d) stating the amount of the
security deposit under this Lease, (e) stating the address of Landlord to which
all notices and communications under the Lease shall be sent, the Commencement
Date and the Expiration Date, and (f) as to any other matters reasonably
requested by Tenant.

         C. Directory Listings. Landlord agrees to provide Tenant, at Landlord's
sole cost and expense, with Tenant's Proportionate Share of listings on the
directory in the lobby of the Building, which may include listings for related
corporations of Tenant occupying the Premises in accordance with the terms of
Article 12 hereof.

         D. Signage. Tenant shall not exhibit, inscribe, paint or affix any
sign, advertisement, notice or other lettering on any portion of the Building or
the outside of the Premises without the prior written consent of Landlord in
each instance. A plan of all signage or other lettering proposed to be
exhibited, inscribed, painted or affixed on the entry door(s) to the Premises
shall be prepared by Tenant in conformity with building standard signage
requirements (if any) and submitted to Landlord for Landlord's consent, which
consent shall not be unreasonably withheld, conditioned or delayed. Upon the
granting of Landlord's consent, Tenant may install such signage at Tenant's sole
cost and expense. Upon installation of any such signage or other lettering, such
signage or lettering shall not be removed, changed or otherwise modified in any
way without Landlord's prior written approval, which approval shall be granted
or denied in accordance with the provisions of this subparagraph D. Any signage,
advertisement, notice or other lettering which shall be exhibited, inscribed,
painted or affixed by or on behalf of Tenant in violation of the provisions of
this section may be removed by Landlord and the cost of any such removal shall
be paid by Tenant as additional rent. Tenant shall not exhibit, inscribe, paint
or affix on any part of the Premises or the Building visible to the general
public any signage or lettering including the words "temporary" or "personnel".

                                       31
<PAGE>

         E. Consents and Approvals. All references in this Lease to the consent
or approval of Landlord shall be deemed to mean the written consent of Landlord
or the written approval of Landlord and no consent or approval of Landlord shall
be effective for any purpose unless such consent or approval is set forth in a
written instrument executed by Landlord. Wherever in this Lease Landlord's
consent or approval is required, if Landlord shall delay or refuse such consent
or approval, Tenant in no event shall be entitled to make, nor shall Tenant
make, any claim, and Tenant hereby waives any claim for money damages (nor shall
Tenant claim any money damages by way of set-off, counterclaim or defense) based
upon any claim or assertion by Tenant that Landlord unreasonably withheld or
unreasonably delayed its consent or approval. Tenant's sole remedy shall be an
action or proceeding to enforce any such provision, for specific performance,
injunction or declaratory judgment. If a party delivers a written request for
the other party's consent, and the other party fails to respond within the time
period specifically provided by the terms of this Lease or, if no specific time
period is so provided, within ten (10) business days thereafter, then the other
party's consent shall be deemed withheld.

         F. Governing Law. This Lease shall be deemed to have been made in New
York County, New York, and shall be construed in accordance with the laws of New
York. All actions or proceedings relating, directly or indirectly, to this Lease
shall be litigated only in courts located within the County of New York.
Landlord and Tenant, any guarantor of the performance of Tenant's obligations
hereunder and their respective successors and assigns, hereby subject themselves
to the jurisdiction of any state or federal court located with such county, and
shall be subject to service provided that the terms, provisions and conditions
of Article 27 are adhered to.

         G. Financial Statements. Tenant shall furnish Landlord annually
throughout the Term, within ninety (90) days following the end of Tenant's
fiscal year (or within ten (10) business days after Landlord's request therefor)
but in no event more frequently than once annually unless Tenant's financial
situation shall change or Landlord shall have a valid business reason for
requesting such financial statement, an updated, current financial statement of
Tenant, Tenant's general partners and any guarantors of this Lease, which
statement shall be audited (if available).

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


40. HAZARDOUS SUBSTANCES. Tenant shall not permit the presence, handling, use,
storage or transportation of Hazardous Substances in or about the Premises or
the Building and Tenant shall, at its sole cost and expense, perform any and all
Remedial Work arising from, growing out of or related to any breach of the
foregoing covenant by Tenant. The term "Remedial Work" shall mean all
investigation, monitoring, restoration, abatement, detoxification, containment,
handling, treatment, removal, storage, decontamination, clean-up, transport,
disposal or other ameliorative work or response action undertaken in connection
with (a) any "Environmental Laws" (as hereinafter defined), (b) any order of any
governmental authority having jurisdiction over the Premises and/or the
Building, or (c) any final judgment, consent decree, settlement or compromise
with respect to any "Hazardous Substances Claims" (as hereinafter defined). The
term "Hazardous Substances Claims" shall mean any and all enforcement, clean-up,
removal, remedial or other governmental or regulatory actions, agreements or
orders threatened in writing, instituted or completed pursuant to any
Environmental Laws and any and all other actions, proceedings, claims, written
demands or causes of action, whether meritorious or not (including, without
limitation, third party claims for contribution, indemnity, personal injury or
real or personal property damage), that, in each case, relate to, arise from or
are based, in whole or in part, on the occurrence or alleged occurrence of any
violation or alleged violation of or responsibility under any applicable
Environmental Law relating to the Premises and/or the Building or to the
ownership, use, occupation or operation thereof. The term "Environmental Laws"
shall mean any and all present and future federal, state and local laws (whether
under common law, statute, ordinance, rule, regulation or otherwise), court or
administrative orders or decrees, requirements of permits issued with respect
thereto, and other requirements of governmental authorities having jurisdiction
over the Premises and/or the Building relating to protection of the environment,
to public health and safety or any Hazardous Substances (including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 ("CERCLA"), 42 U.S.C.ss.ss.9601, et seq., as heretofore
or hereafter amended from time to time).

                                       32
<PAGE>

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


EBS FORTY-FOURTH PROPERTY ASSOCIATES LLC, Landlord
a Delaware limited liability company

By:      EBS Duo LLC, its sole member,
         a Delaware limited liability company

         By:      Emmes EBS MM LLC, its managing member,
                  a Delaware limited liability company


                  By:________________________________________________
                           Gary M. Tischler, Authorized Signatory


PREDICTIVE SYSTEMS, INC., Tenant

By:______________________________________________

         Name:_____________________________________

         Title:______________________________________


Tenant's Tax I.D. Number



                                       33
<PAGE>

                                    EXHIBIT 1

                             Floor Plan of Premises


<PAGE>

                                    EXHIBIT 2

                            Form of Letter of Credit


<PAGE>

                                    EXHIBIT 3

                             Cleaning Specifications

GENERAL CLEANING
----------------

NIGHTLY:
--------

General Offices:

o        All hard surface flooring to be swept using approved dust-down
         preparation.

o        Carpet sweep all carpets, moving only light furniture (desks, file
         cabinets, etc. not to be moved).

o        Hand dust and wipe clean all furniture, fixtures and window sills.

o        Empty and clean all ash trays and screen all sand urns.

o        Empty and clean all waste disposal cans and baskets.

o        Dust interiors of all waste disposal cans and baskets.

o        Wash clean all water fountains and coolers.


Lavatories:

1.       Sweep and wash all floors, using proper disinfectants.

o        Wash and polish all mirrors, shelves, bright work and enameled
         surfaces.

o        Wash and disinfect all basins, bowls, and urinals.

o        Wash all toilet seats (both sides).

o        Hand dust and clean all partitions, tile walls, dispensers and
         receptacles in lavatories and restrooms.

o        Empty paper receptacles and remove wastepaper.

o        Fill and clean all soap, towel and toilet tissue dispensers as needed.

o        Empty and clean all sanitary disposal receptacles.


WEEKLY:
-------
1.       Vacuum clean all carpeting and rugs.

2.       Dust all door louvers and other ventilating louvers within a person's
         reach.

o        Wipe clean all brass and other bright work.


QUARTERLY:
----------
High dust the Premises complete, including the following:

o        Dust all pictures, frames, charts, graphs, and similar wall hangings
         not reached in nightly cleaning.

o        Dust all vertical surfaces, such as walls, partitions, doors, and door
         bucks and other surfaces not reached in nightly cleaning.

o        Dust all pipes, ventilating and air-conditioning louvers, ducts, high
         moldings and other surfaces and other high areas not reached in nightly
         cleaning.

o        Dust all Venetian blinds.


Wash exterior and interior of windows periodically, subject to weather
conditions and requirements of law.

<PAGE>



                                   SCHEDULE A

                              RULES AND REGULATIONS

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

II.      Landlord may refuse admission to the Building outside of ordinary
         business hours to any person not known to the watchman in charge or not
         having a pass issued by Landlord or not properly identified, and may
         require all persons admitted to or leaving the Building outside of
         ordinary business hours to register. Tenants' employees, agents and
         visitors shall be permitted to enter and leave the Building whenever
         appropriate arrangements have been previously made between Landlord and
         the tenant with respect thereto. Each tenant shall be responsible for
         all persons for whom it requests such permission and shall be liable to
         Landlord for all acts of such persons. In the event a so-called "card
         access" or similar system is installed at the Building, Landlord shall
         provide one (1) access card for each employee designated in writing by
         the employing tenant upon Landlord's receipt and review of appropriate
         photo identification for each such employee. In no event shall Landlord
         issue more than one (1) access card for each employee during the term
         of his or her employment. Any person whose presence in the Building at
         any time shall, in the judgment of Landlord, be prejudicial to the
         safety, character, reputation or interests of the Building or its
         tenants may be denied access to the Building or may be ejected
         therefrom. In case of invasion, riot, public excitement or other
         commotion Landlord may prevent all access to the Building during the
         continuance of the same, by closing the doors or otherwise, for the
         safety of the tenants and protection of property in the Building.
         Landlord may require any person leaving the Building with any package
         or other object to exhibit a pass from the tenant from whose premises
         the package or object is being removed, but the establishment and
         enforcement of such requirement shall not impose any responsibility on
         Landlord for the protection of any tenant against the removal of
         property from the premises of tenant. Landlord shall, in no way, be
         liable unless and to the extent directly caused by Landlord's
         negligence to any tenant for damages or loss arising from the
         admission, exclusion or ejection of any person to or from a tenant's
         premises or the Building under the provisions of this rule.

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

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

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

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

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

VIII.    Each tenant shall be required to use Landlord's designated locksmith
         and may only install such locks and other security devices as Landlord
         reasonably approves. Each tenant shall furnish Landlord with keys to
         its respective premises so that Landlord may have access thereto for
         the purposes set forth in the Lease. No additional locks or bolts of
         any kind shall be placed upon any of the doors or windows in any
         tenant's premises without Landlord's consent, which consent shall not
         be unreasonably withheld, conditioned or delayed, and no lock on any
         door therein shall be changed or altered in any respect. Duplicate keys
         for a tenant's premises and toilet rooms shall be procured only from
         Landlord, which may make a reasonable charge therefore. Upon the
         termination of a tenant's lease, all keys of the tenant's premises and
         toilet rooms shall be delivered to Landlord.



<PAGE>

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

X.       No tenant shall install or permit to be installed more than three (3)
         vending machines in any tenant's premises and such machines shall be
         solely for the purpose of dispensing food products and beverages for
         consumption by Tenant's employees and guests.

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

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

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

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

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

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

XVII.    No tenant shall generate, store, handle, discharge or otherwise deal
         with any Hazardous Substances on or about the Real Property, other than
         chemicals generally used in standard office equipment and for standard
         office cleaning purposes; provided that any such chemicals shall be
         delivered, stored, used and disposed of in full compliance with all
         applicable laws, regulations, ordinances and orders of any governmental
         body claiming to have jurisdiction over the premises.


                                       A-2
<PAGE>



                                   SCHEDULE B

                       DISTRIBUTION OF INSURANCE PROCEEDS

In the event Landlord elects to have Tenant restore the Premises following a
fire or other casualty, Landlord agrees to reimburse Tenant for the cost of
Alterations made by Tenant to so restore Premises pursuant to Article 10 hereof
("Tenant's Restoration") as follows: Provided this Lease is in full force and
effect and Tenant is not in default hereunder beyond the expiration or any
applicable grace or cure period, the insurance proceeds shall be paid by
progress payments as follows: on or before the first (1st) day of each calendar
month, Tenant may submit to each of Landlord and Landlord's Consultant an
application and certificate for payment (standard AIA Form G702) for that
portion of Tenant's Restoration previously completed, which application and
certificate for payment must be accompanied by (a) all information and documents
required thereunder and (b) a partial lien waiver executed by the general
contractor (the "General Contractor") and its subcontractors employed in
connection with Tenant's Restoration covering work previously paid for out of
prior progress payments. Provided Landlord's architect verifies in writing that
the work described in any such application and certificate for payment has been
completed in accordance with the plans and specifications reviewed and accepted
by Landlord (the "Final Plans"), Landlord, on or about the thirtieth (30th) day
of such calendar month shall remit to Tenant ninety percent (90%) of the amount
so requisitioned by Tenant or such other amount as is approved by Landlord,
based on the portion of Tenant's Restoration which has been completed, with ten
(10%) percent to be retained until final payment of the insurance proceeds is
due pursuant to the terms of this Schedule. Provided this Lease is in full force
and effect and Tenant is not in default hereunder beyond the expiration of any
applicable grace or cure period, Landlord shall pay the balance of the insurance
proceeds to Tenant within thirty (30) days of submission by Tenant of (a) paid
receipts (or such other proof of payment as Landlord shall reasonably require)
for work done in connection with Tenant's Restoration, (b) a written statement
from Tenant's architect or engineer that the work described on any such invoices
has been completed in accordance with the Final Plans, (c) a lien waiver
executed by the general contractor employed by Tenant in connection with
Tenant's Restoration, (d) proof reasonably satisfactory to Landlord that Tenant
has complied with all of the conditions set forth in this Schedule B (as
applicable), which shall include, without limitation, submission of all of the
items described on Schedule C annexed hereto and made a part hereof and (e) two
(2) complete sets of "as-built" Final Plans.


<PAGE>



                                   SCHEDULE C

                                REQUIREMENTS FOR
                        "CERTIFICATES OF FINAL APPROVAL"

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>

                         Form                      Description

<S>                       <C>                       <C>
         *             PW-1                        Building Notice Application (Plan work approval application)
--------

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

         *             PW-1                        Statement Form B
--------

         *             TR-1                        Amendment Controlled Inspection
--------
                                                   Report

                       PW-2                        Building Permit Form (All Disciplines)
--------

                       B Form 708                  Building Permit "Card"
--------

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

                       PW-3                        Cost Affidavit Form

                       PW-4                        Equipment Use Application Form

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

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

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

                                                   Revised   Certificate  of  Occupancy  for  change  in  use  (if
                                                   applicable)
</TABLE>

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



                                       C-2
<PAGE>




                                   SCHEDULE D

                   TENANT ALTERATION WORK AND NEW CONSTRUCTION
                           CONDITIONS AND REQUIREMENTS


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

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

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

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

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

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

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

8.       No exterior hoisting will be permitted without Landlord's prior
         consent, which hoisting shall be performed in compliance with the
         terms, conditions and provisions of this Lease, including, without
         limitation, paragraph 24 of this Schedule D. All products or materials
         specified are to be assembled on-site, and delivered to the site in
         such a manner so as to allow unobstructed passage through the
         Building's freight elevator, lobbies, corridors, etc. The General
         Contractor will be responsible for protection of all finished spaces,
         as required.

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

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

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

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

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


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

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


<PAGE>

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

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

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

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

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

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

20.      The General Contractor shall provide Landlord's managing agent and the
         Building office with all approved submittal and closeout documents as
         well as all required final inspections and Building Department
         sign-offs just prior to or immediately following completion of
         construction.

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

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

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

24.      The General Contractor shall perform any and all hoisting associated
         with the Alterations after normal business hours. The General
         Contractor will obtain all required permits and insurance to perform
         work of this nature. The General Contractor shall specify hoisting
         methods and provide all required permits and insurance to Landlord's
         managing agent and the Building office prior to commencement of
         Alterations.

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

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

o        Two (2) complete sets of "as-built" Final Plans and an additional set
         in an acceptable electronic format must be delivered to Landlord upon
         final completion of the Alterations.



                                       D-2
<PAGE>




                             INSURANCE REQUIREMENTS

LIABILITY LIMITATIONS

A.       Comprehensive or Commercial General Liability Insurance written on an
         occurrence basis, to afford protection of $5,000,000 combined single
         limit for personal injury, bodily injury and/or death and Broad Form
         property damage arising out of any one occurrence; and which insurance
         shall include coverage for premises-operations (including explosion,
         collapse and underground coverage), elevators, contractual liability,
         owner's and contractor's protective liability, and completed operations
         liability.

B.       Comprehensive Auto Liability Insurance covering the use of all owned,
         non-owned and hired vehicles providing bodily injury and property
         damage coverage, all on a per occurrence basis, at a combined single
         limit of $1,000,000.

C.       Worker's Compensation Insurance providing statutory benefits for
         contractor's employees and Employer's Liability Coverage in an amount
         not less than $100,000/$500,000/$100,000.

D.       Property coverage damage to or loss of use of contractor's equipment.



CERTIFICATE HOLDER

EBS Forty-Fourth Property Associates LLC
c/o Emmes Realty Services LLC
420 Lexington Avenue
New York, New York 10170

ADDITIONAL INSUREDS

EBS Forty-Fourth Property Associates LLC
c/o Emmes Realty Services LLC
420 Lexington Avenue
New York, New York 10170

EBS Duo LLC
c/o Emmes Asset Management Company LLC
420 Lexington Avenue
New York, New York 10170

Emmes EBS MM LLC
c/o Emmes Asset Management Company LLC
420 Lexington Avenue
New York, New York 10170

Salomon Brothers Realty Corp.
388 Greenwich Street, 11th Floor
New York, New York 10013

Emmes Asset Management Company LLC
420 Lexington Avenue
New York, New York 10170

Emmes Realty Services LLC
420 Lexington Avenue
New York, New York 10170

In addition to listing each of the Additional Insured parties, as noted above,
the Certificate of Insurance, general liability form, shall state that "The
General Aggregate limit applies separately to each project."

The name and address of the Additional Insureds shall appear on the Certificate
of Insurance. The insurance agent's address and telephone number is also
required.



                                       D-3
<PAGE>



                             INDEX OF DEFINED TERMS

TERM                                                                        PAGE
Alterations....................................................................2
Assessed Valuation............................................................25
Bankruptcy Code...............................................................19
Base Labor Rates..............................................................26
Base Labor Year................................................................1
Base Tax Year..................................................................1
Base Taxes....................................................................25
Broker.........................................................................1
Building.......................................................................1
business days.................................................................33
Capacity......................................................................30
CERCLA........................................................................37
CFC............................................................................3
Class A Office Buildings......................................................25
Commencement Date..............................................................1
Comparison Year...............................................................25
Cosmetic Alterations...........................................................3
Deficiency....................................................................20
Environmental Laws............................................................36
Events of Default.............................................................18
Expiration Date................................................................1
Final Plans..................................................................B-1
General Contractor...........................................................B-1
Governmental Entity...........................................................14
Hazardous Substances..........................................................34
Hazardous Substances Claims...................................................36
Labor Rate Factor..............................................................1
Labor Rate Multiple............................................................1
Labor Rates...................................................................25
Landlord.......................................................................1
Landlord's Consultant..........................................................4
Landlord's Statement..........................................................26
Leaseback Space...............................................................11
Letter of Credit..............................................................33
Limited Liability Successor Entity............................................32
Mortgages......................................................................6
net worth.....................................................................14
office(s).....................................................................33
Others........................................................................26
Overtime Periods..............................................................29
Parties.......................................................................18
Partnership Tenant............................................................31
Permitted Uses.................................................................1
Premises.......................................................................1
R.A.B.........................................................................25
Real Property..................................................................1
reenter/reentry...............................................................33
related corporation...........................................................15
Remedial Work.................................................................36
Rent...........................................................................1
Rules and Regulations..........................................................7
Security Deposit...............................................................1
Sublet Space..................................................................14
Substantial Services Failure..................................................31
Substitution Date.............................................................33
Superior Leases................................................................6
Tax Year......................................................................25
Taxes.........................................................................25
Tenant.........................................................................1
Tenant's Proportionate Share...................................................1
Tenant's Restoration.........................................................B-1
Unavoidable Delays............................................................24