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                                                                    Exhibit 10.9

                               AGREEMENT OF LEASE

                                     between

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                                       And

                       ELAS SECURITIES ACQUISITION CORP.,

                                                                        Landlord

                                       And

                       NATIONAL FINANCIAL PARTNERS CORP.,

                                                                          Tenant

                               787 Seventh Avenue
                            New York, New York 10019

                              Mayer, Brown & Platt
                                  1675 Broadway
                            New York, New York 10019

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                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
DEFINITIONS...................................................................1
ARTICLE 1 DEMISE, PREMISES, TERM, RENT........................................6
ARTICLE 2 USE AND OCCUPANCY...................................................8
ARTICLE 3 ALTERATIONS.........................................................8
ARTICLE 4 REPAIRS-FLOOR LOAD.................................................16
ARTICLE 5 WINDOW CLEANING....................................................18
ARTICLE 6 REQUIREMENTS OF LAW................................................19
ARTICLE 7 SUBORDINATION......................................................20
ARTICLE 8 RULES AND REGULATIONS..............................................23
ARTICLE 9 INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT..................23
ARTICLE 10 DESTRUCTION-FIRE OR OTHER CAUSE...................................25
ARTICLE 11 EMINENT DOMAIN....................................................28
ARTICLE 12 ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.............................30
ARTICLE 13 ELECTRICITY.......................................................37
ARTICLE 14 ACCESS TO PREMISES................................................39
ARTICLE 15 CERTIFICATE OF OCCUPANCY..........................................41
ARTICLE 16 DEFAULT...........................................................42
ARTICLE 17 REMEDIES AND DAMAGES..............................................45
ARTICLE 18 FEES AND EXPENSES.................................................47
ARTICLE 19 NO REPRESENTATIONS BY LANDLORD....................................48
ARTICLE 20 END OF TERM.......................................................48
ARTICLE 21 QUIET ENJOYMENT...................................................48
ARTICLE 22 FAILURE TO GIVE POSSESSION........................................48
ARTICLE 23 NO WAIVER.........................................................49
ARTICLE 24 WAIVER OF TRIAL BY JURY...........................................50
ARTICLE 25 INABILITY TO PERFORM..............................................50
ARTICLE 26 BILLS AND NOTICES.................................................50
ARTICLE 27 ESCALATION........................................................51
ARTICLE 28 SERVICES..........................................................60
ARTICLE 29 PARTNERSHIP TENANT................................................63
ARTICLE 30 VAULT SPACE.......................................................64
ARTICLE 31 SECURITY..........................................................64
ARTICLE 32 CAPTIONS..........................................................66
ARTICLE 33 PARTIES BOUND.....................................................66
ARTICLE 34 BROKER............................................................66
ARTICLE 35 INDEMNITY.........................................................67
ARTICLE 36 ADJACENT EXCAVATION-SHORING.......................................67
ARTICLE 37 MISCELLANEOUS.....................................................68
ARTICLE 38 RENT CONTROL......................................................70
ARTICLE 39 RENEWAL TERM......................................................71
SCHEDULE A RULES AND REGULATIONS............................................A-1
SCHEDULE B CLEANING SPECIFICATIONS..........................................B-1
SCHEDULE C LANDLORD'S WORK..................................................C-1

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EXHIBIT A FLOOR PLAN.......................................................AA-1
EXHIBIT B AC SPECIFICATIONS................................................BB-1
EXHIBIT C EXISTING CERTIFICATE OF OCCUPANCY................................CC-1

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          AGREEMENT OF LEASE, made as of the 30th day of March, 2000, between
Landlord and Tenant.

                              W I T N E S S E T H:

          The parties hereto, for themselves, their legal representatives,
successors and assigns, hereby covenant as follows.

                                   DEFINITIONS

          Capitalized terms used herein and not defined elsewhere in this Lease
shall have the meanings set forth below, each of which definition shall be
included within, and an integral and substantive part of, the terms, covenants
and provisions of this Lease:

          "ADA" shall mean the Americans with Disabilities Act of 1990, Public
Law 101-336, U.S.C. (S)(S) 12101 et seq. as the same may be hereafter amended
from time to time, together with all regulations and guidelines promulgated
pursuant thereto or in connection therewith.

          "Affiliate" shall mean, with respect to Landlord and Tenant, a
corporation or other entity which shall (1) control, (2) be under the control
of, or (3) be under common control with Landlord or Tenant, as the case may be.
As used herein, the term "control" shall mean the ownership of fifty percent
(50%) or more of the outstanding voting stock of a corporation or other majority
equity and control interest if such entity is not a corporation.

          "Alterations" shall mean alterations, installations, improvements,
additions or other physical work or changes in or about the Premises.

          "Applicable Rate" shall mean the lesser of (x) two (2) percentage
points above the then current Base Rate, and (y) the maximum rate permitted by
applicable law.

          "Assessed Valuation" shall have the meaning set forth in Section 27.1
hereof.

          "Bankruptcy Code" shall mean 11 U.S.C. Section 101 et seq., or any
statute of similar nature and purpose.

          "Base Operating Expenses" shall have the meaning set forth in Section
27.1 hereof.

          "Base Operating Year" shall have the meaning set forth in Section 27.1
hereof.

          "Base Rate" shall mean the rate of interest publicly announced from
time to time by Citibank, N.A., or its successor, as its "base rate" (or such
other term as may be used by Citibank, N.A., from time to time, for the rate
presently referred to as its "base rate").

          "Base Taxes" shall have the meaning set forth in Section 27.1 hereof.

          "Broker" shall have the meaning set forth in Article 34 hereof.

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          "Building" shall mean all the buildings, equipment and other
improvements and appurtenances of every kind and description now located or
hereafter erected, constructed or placed upon the land and any and all
alterations and replacements thereof, additions thereto and substitutions
therefor, known by the address of 787 Seventh Avenue, New York, New York.

          "Building Systems" shall mean the mechanical, gas, electrical,
sanitary, heating, air conditioning, ventilating, elevator, plumbing,
life-safety and other service systems of the Building except for the
distribution portions located within the Premises.

          "Business Date" shall have the meaning set forth in Section 28.2
hereof.

          "Business Days" shall mean all days, excluding Saturdays, Sundays and
all days observed by either the State of New York or the Federal Government or
by the labor unions servicing the Building as legal holidays.

          "Commencement Date" shall have the meaning set forth in Section 1.1
hereof.

          "Consumer Price Index" shall mean the Consumer Price Index for All
Urban Consumers published by the Bureau of Labor Statistics of the United States
Department of Labor, New York, N.Y. - Northeastern N.J. Area, All Items
(1982-84-100), or any successor index thereto, appropriately adjusted. In the
event that the Consumer Price Index is converted to a different standard
reference base or otherwise revised, the determination of adjustments provided
for herein shall be made with the use of such conversion factor, formula or
table for converting the Consumer Price Index as may be published by the Bureau
of Labor Statistics or, if said Bureau shall not publish the same, then with the
use of such conversion factor, formula or table as may be published by
Prentice-Hall, Inc., or any other nationally recognized publisher of similar
statistical information. If the Consumer Price Index ceases to be published, and
there is no successor thereto, such other index as Landlord and Tenant shall
agree upon in writing shall be substituted for the Consumer Price Index. If
Landlord and Tenant are unable to agree as to such substituted index, such
matter shall be submitted to the American Arbitration Association or any
successor organization for determination in accordance with the regulations and
procedures thereof then obtaining for commercial arbitration. The costs of such
arbitration shall be shared equally by Landlord and Tenant.

          "Current Year" shall have the meaning set forth in Section 27.4
hereof.

          "Deficiency" shall have the meaning set forth in Section 17.2 hereof.

          "Electricity Additional Rent" shall have the meaning set forth in
Section 13.2 hereof.

          "Electricity Fee" shall have the meaning set forth in Section 13.4
hereof.

          "Escalation Rent" shall mean either individually or collectively, as
the case may be, the Tax Payment and the Operating Payment.

          "Event of Default" shall have the meaning set forth in Section 16.1
hereof.

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          "Expiration Date" shall mean the Fixed Expiration Date or such earlier
or later date on which the Term shall sooner or later end pursuant to any of the
terms, conditions or covenants of this Lease or pursuant to law.

          "lst Rental Period" shall have the meaning set forth in Section 1.1
hereof.

          "Fixed Expiration Date" shall have the meaning set forth in Section
1.1 hereof.

          "Fixed Rent" shall have the meaning set forth in Section 1.1 hereof.

          "Governmental Authority (Authorities)" shall mean the United States of
America, the State of New York, the City of New York, any political subdivision
thereof and any agency, department, commission, board, bureau or instrumentality
of any of the foregoing, now existing or hereafter created, having jurisdiction
over the Real Property or any portion thereof.

          "HVAC" shall mean heat, ventilation and air conditioning.

          "HVAC Systems" shall mean the Building Systems providing HVAC.

          "Indemnitees" shall mean Landlord, Mortgagee and Lessor, the partners
or members comprising Landlord, Mortgagee and Lessor and the partners,
shareholders, members, officers, directors, employees and agents (including,
without limitation, leasing and managing agents) of Landlord, Mortgagee and
Lessor and of the partners thereof.

          "Initial Alterations" shall mean the Alterations to be made by Tenant
to initially prepare the Premises for Tenant's occupancy.

          "Landlord," on the date as of which this Lease is made, shall mean The
Equitable Life Assurance Society of the United States and Elas Securities
Acquisition Corp., each having an office at 787 Seventh Avenue, but after a sale
or transfer of the Building or Real Property, "Landlord" shall mean the fee
owner of the Building or Real Property, as the case may be, and if there shall
exist a Superior Lease, the Lessee thereunder.

          "Landlord's Work" shall mean the items of work listed on Schedule C,
attached hereto and made a part hereof.

          "Lessor(s)" shall mean a lessor under a Superior Lease.

          "Letter of Credit" shall have the meaning set forth in Article 31
hereof.

          "Mortgage(s)" shall mean any trust indenture or mortgage which may now
or hereafter affect the Real Property, the Building or any Superior Lease and
the leasehold interest created thereby, and all renewals, extensions,
supplements, amendments, modifications, consolidations and replacements thereof
or thereto, substitutions therefor, and advances made thereunder.

          "Mortgagee(s)" shall mean any trustee, mortgagee or holder of a
Mortgage.

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          "Office (offices)" shall mean any premises other than premises used as
a store or stores for the sale or display, at any time, of goods, wares or
merchandise, of any kind, or a restaurant, shop, booth, bootblack or other
stand, barber shop, or for other similar purposes or for manufacturing.

          "Operating Expenses" shall have the meaning set forth in Section 27.1
hereof.

          "Operating Payment" shall have the meaning set forth in Section 27.4
hereof.

          "Operating Statement" shall have the meaning set forth in Section 27.1
hereof.

          "Operating Year" shall have the meaning set forth in Section 27.1
hereof.

          "Operation of the Property" shall mean the operation, maintenance,
repair, protection, improvement and management of the Real Property or the
Building and the curbs, sidewalks and areas adjacent thereto.

          "Overtime Periods" shall have the meaning set forth in Section 28.3
hereof.

          "Parties" shall have the meaning set forth in Section 37.2 hereof.

          "Partner" or "partner" shall mean any general partner of Tenant.

          "Partnership Tenant" shall have the meaning set forth in Article 29
hereof.

          "Person(s)" or "person(s)" shall mean any natural person or persons, a
partnership, a corporation and any other form of business or legal association
or entity.

          "Premises" shall mean, subject to the provisions of Section 4.3
hereof, the entire rentable area of the forty-ninth (49th) floor of the Building
as indicated by hatching on Exhibit A attached hereto and made a part hereof.

          "Prevailing Rate" shall have the meaning set forth in Section 12.6
hereof.

          "Real Property" shall mean the Building, together with the plot of
land upon which it stands.

          "Recapture Space" shall have the meaning set forth in Section 12.6
hereof.

          "Recapture Sublease" shall have the meaning set forth in Section 12.6
hereof.

          "Related Entity" shall have the meaning set forth in Section 12.4
hereof.

          "Renewal Term" shall have the meaning set forth in Section 39.1
hereof.

          "Rent Commencement Date" shall mean August 17, 2000.

          "Rent Per Square Foot" shall have the meaning set forth in Section
12.7 hereof.

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          "Rental" shall mean and be deemed to include Fixed Rent, Escalation
Rent, all additional rent and any other sums payable by Tenant hereunder.

          "Requirements" shall mean all present and future laws, rules, orders,
ordinances, regulations, statutes, requirements, codes and executive orders,
extraordinary as well as ordinary, of all Governmental Authorities now existing
or hereafter created, and of any and all of their departments and bureaus, and
of any applicable fire rating bureau, or other body exercising similar
functions, affecting the Real Property or any portion thereof, or any street,
avenue or sidewalk comprising a part of or in front thereof or any vault in
order under the same, or requiring removal of any encroachment, or affecting the
maintenance, use or occupation of the Real Property or any portion thereof.

          "Rules and Regulations" shall mean 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 on at least ten (10) Business Days' prior written notice, subject
to Tenant's rights to dispute the reasonableness thereof as provided in Article
8 hereof.

          "Space Factor" shall mean 23,621 as the same may be increased or
decreased pursuant to the terms hereof.

          "Specialty Alterations" shall mean Alterations consisting of kitchens,
executive bathrooms, raised computer floors, vaults, vertical and/or horizontal
transportation systems, dumbwaiters, pneumatic tubes, and other Alterations of a
similar character.

          "Sublease Expenses" shall have the meaning set forth in Section 12.7
hereof.

          "Sublease Profit" shall have the meaning set forth in Section 12.7
hereof.

          "Sublease Rent" shall have the meaning set forth in Section 12.7
hereof.

          "Sublease Rent Per Square Foot" shall have the meaning set forth in
Section 12.7 hereof.

          "Sublease Statement" shall have the meaning set forth in Section 12.6
hereof.

          "Superior Lease(s)" shall mean all ground or underlying leases of the
Real Property or the Building heretofore or hereafter made and all renewals,
extensions, supplements, amendments and modifications thereof.

          "Taxes" shall have the meaning set forth in Section 27.1 hereof.

          "Tax Payment" shall have the meaning set forth in Section 27.2 hereof.

          "Tax Statement" shall have the meaning set forth in Section 27.1
hereof.

          "Tax Year" shall have the meaning set forth in Section 27.1 hereof.

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          "Tenant," on the date as of which this Lease is made, shall mean
National Financial Partners Corp., a Delaware corporation, having an address
prior to the Business Date at 1301 Avenue of the Americas, 30th Floor, New York,
New York 10019, and thereafter at the Premises, but thereafter "Tenant" shall
mean only the tenant under this Lease at the time in question; provided,
however, that the originally named Tenant, any successor thereto or any assignee
shall not be released from liability hereunder in the event of any assignment of
this Lease.

          "Tenant Fund" shall have the meaning set forth in Section 3.6 hereof.

          "Tenant's Property" shall mean Tenant's movable fixtures and movable
partitions, telephone and other equipment, furniture, furnishing, decorations
and other items of personal property.

          "Tenant's Share" shall mean one and six hundred eight thousandths
percent (1.608%), as the same may be increased pursuant to the terms of Article
11 hereof or decreased pursuant to the terms hereof.

          "Tentative Monthly Escalation Charge" shall have the meaning set forth
in Section 27.4 hereof.

          "Term" shall mean a term which shall commence on the Commencement Date
and shall expire on the Expiration Date.

          "Unavoidable Delays" shall have the meaning set forth in Article 25
hereof.

                                   ARTICLE 1
                          DEMISE, PREMISES, TERM, RENT

          Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord the Premises for the Term to commence on the date that Landlord
shall complete items 1, 2, 3 and 4 of Landlord's Work and shall deliver
possession of the Premises to Tenant (the "Commencement Date") and to end on the
date immediately preceding the tenth (10th) anniversary of the Rent Commencement
Date (the "Fixed Expiration Date") subject to the provisions of Article 39
hereof, at an annual rent (the "Fixed Rent") of:

                    (1) One Million Six Hundred Fifty-Three Thousand Four
Hundred Seventy and 00/100 Dollars ($1,653,470.00; $137,789.17 per month) for
the period commencing on the Rent Commencement Date and ending on the day
immediately preceding the fifth (5th) anniversary of the Commencement Date (the
"1st Rental Period"); and

                    (2) One Million Seven Hundred Seventy-One Thousand Five
Hundred Seventy-Five and 00/100 Dollars ($1,771,575.00; $147,631.25 per month)
for the period commencing on the day next succeeding the end of the 1st Rental
Period and ending on the Fixed Expiration Date,

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which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance, on the first (1st) day of
each calendar month during the Term commencing on the Rent Commencement Date, at
the office of Landlord or such other place as Landlord may designate, without
any set-off, offset, abatement or deduction whatsoever, except that Tenant shall
pay the first monthly installment of Fixed Rent on the execution hereof. At the
request of Landlord, Fixed Rent shall be payable when due by wire transfer of
funds to an account designated from time to time by Landlord. Landlord shall
deliver to Tenant an ACP-5 certificate, and shall deliver possession of the
Premises on the Commencement Date vacant, unoccupied and free of any leases or
tenancies, and in broom clean condition. Tenant acknowledges that Landlord may
be performing item number 5 of Landlord's Work after the Commencement Date, and
Tenant agrees that the performance of any such item of Landlord's Work shall not
affect the occurrence of the Commencement Date or be deemed an eviction,
constructive or otherwise, or otherwise affect the validity of this Lease or the
obligations of Tenant hereunder. Landlord shall complete item number 5 of
Landlord's Work in a reasonably timely manner after the Commencement Date,
taking into account good construction scheduling practices and the nature of
Landlord's Work in the scheme of the overall construction of the Initial
Alterations. Prior to performing the work with respect to item 5 of Landlord's
Work, Landlord shall permit Tenant to review the plans and specifications
prepared by Landlord, if any, with respect thereto, and propose revisions,
modifications, changes or amendments to said plans and specifications to the
extent the same is likely to reduce noise or vibrations emanating from such item
of Landlord's Work. To the extent Landlord agrees with such proposals, Landlord
shall incorporate same into such plans and specifications; provided however, if
the incorporation of such proposals shall result in an increase in the cost of
performing item 5 of Landlord's Work, Tenant shall promptly pay or reimburse
Landlord for such increased amount. Tenant acknowledges that the submission of
such plans and specifications are for informational purposes only and the
failure to make such submission or to implement or act upon any proposals by
Tenant shall have no liability upon Landlord or affect the validity of this
Lease or the rights and obligations of Landlord and Tenant hereunder. After the
Commencement Date, Landlord and Tenant shall each cooperate with the other to
minimize interference with Tenant's performance of the Initial Alterations (as
such term is hereinafter defined) and Landlord's performance of Landlord's Work,
as the case may be. If on or prior to August 17, 2000 Tenant shall be ready
willing and able to commence the actual construction of the Initial Alterations
and at such time Landlord shall not have completed items 1, 2, 3 and 4 of
Landlord's Work and as a result of Landlord's failure to complete items 1, 2, 3
and 4 of Landlord's Work Tenant shall be actually delayed in the performance of
the Initial Alterations, then if the Rent Commencement Date shall not have
occurred, the Rent Commencement Date shall be extended one day for each day of
delay and if the Rent Commencement Date shall have occurred Tenant shall be
entitled to a credit in the amount of $4,530.00 against the Fixed Rent due and
payable hereunder for each day of delay. If Tenant shall claim a delay, Tenant
shall notify Landlord of the delay, such notice shall include a detailed
description of the aspect of the Initial Alterations subject to such delay
together with a construction schedule of the Initial Alterations and the
anticipated length of the delay. No such delay shall be deemed to have occurred
until the date following Landlord's receipt of the aforesaid notice. Any such
delay shall end on the earlier of the completion of the item of Landlord's Work
that gave rise to such delay or the date that Tenant shall perform the aspect of
the Initial Alterations that was the subject of such delay. Tenant shall attempt
to

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mitigate any delay by performing another aspect of the Initial Alterations if in
accordance with good construction practice another aspect of the Initial
Alterations may be performed without imposing additional costs upon Tenant.

          Section 1.2 If the Rent Commencement Date shall occur on a date other
than the first (1st) day of any calendar month, on the Rent Commencement Date
Tenant shall pay to Landlord a sum equal to Four Thousand Five Hundred Thirty
and 00/100 Dollars ($4,530.00), multiplied by the number of calendar days in the
period from the Rent Commencement Date to the last day of the month in which the
Rent Commencement Date shall occur, both dates inclusive.

          Section 1.3 After the occurrence of the Commencement Date, at the
request of either party hereto, the parties hereto shall promptly execute and
deliver to each other an agreement in form and substance mutually satisfactory
to each other memorializing the Commencement Date, the Rent Commencement Date
and the Fixed Expiration Date, provided; however, the failure to do so shall not
affect the occurrence of the Commencement Date, the Rent Commencement Date or
the Fixed Expiration Date or the rights and obligations of the parties under
this Lease.

                                    ARTICLE 2
                                USE AND OCCUPANCY

          Section 2.1 Tenant shall use and occupy the Premises as general and
executive offices commensurate with the quality and character of the Building
(including, in each instance, uses incidental thereto) and for no other purpose.

          Section 2.2 Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used, (1) for the business of
photographic, multilith or multigraph reproductions or offset printing, except
in connection with, either directly or indirectly, Tenant's own business and/or
activities, (2) for retail activities of a bank, trust company, depository,
guarantee or safe deposit business, (3) as a savings bank, a savings and loan
association, or as a loan company, (4) for the sale of travelers checks, money
orders, drafts, foreign exchange or letters of credit or for the receipt of
money for transmission, (5) by the United States government, the City or State
of New York, any foreign government, the United Nations or any agency or
department of any of the foregoing, (6) for the preparation, dispensing or
consumption of food or beverages in any manner whatsoever, except for
consumption by Tenant's officers, employees and business guests, (7) as an
employment agency, executive search firm or similar enterprise, labor union,
school, or vocational training center (except for the training of employees of
Tenant intended to be employed at the Premises), or (8) as a barber shop or
beauty salon. In connection with, and incidental to, Tenant's use of the
Premises for general and executive offices as provided in this Article 2,
Tenant, at its sole cost and expense and upon compliance with all applicable
Requirements, may use a portion of the Premises as a kitchen facility for the
preparation, cooking and dispensing of food to its executives and business
guests (but not for use as a public restaurant).

                                    ARTICLE 3
                                   ALTERATIONS

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          Section 3.1 (A) Except as set forth in Section 3.5 hereof, Tenant
shall not make any Alterations without Landlord's prior consent. Landlord agrees
not to unreasonably withhold or delay its consent to any proposed Alterations,
provided that such Alterations (i) are not visible from the outside of the
Building, (ii) do not affect any part of the Building other than the Premises,
or require any alterations to be performed in, or made to, any portion of the
Building or the Real Property other than the Premises, (iii) do not adversely
affect the Building Systems, (iv) do not affect any service required to be
furnished by Landlord to Tenant or to any other tenant or occupant of the
Building or affect the proper functioning of any Building System, (v) do not
affect the certificate of occupancy for the Building or for the Premises, and
(vi) do not affect the structural components of the Building.

               (B) (1) Prior to making any Alterations, including the Initial
Alterations, Tenant shall (i) if required hereunder, submit to Landlord detailed
plans and specifications (including layout, architectural, mechanical and
structural drawings) for each proposed Alteration and shall not commence any
such Alteration without first obtaining Landlord's approval of such plans and
specifications, which in the case of Alterations which meet the criteria set
forth above shall not be unreasonably withheld or delayed, (ii) supply such
additional information regarding the Alteration as Landlord shall reasonably
request, (iii) at Tenant's expense, obtain all permits, approvals and
certificates required by any Governmental Authorities, and (iv) furnish to
Landlord duplicate policies, or certificates thereof of worker's compensation
(covering all persons to be employed by Tenant, and Tenant's contractors and
subcontractors in connection with such Alteration) and comprehensive public
liability (including property damage coverage) insurance in such form, with such
companies, for such periods and in such amounts as Landlord may reasonably
approve, naming Landlord and its agents, any Lessor and any Mortgagee, as
additional insureds. Upon completion of such Alteration, Tenant, at Tenant's
expense, shall obtain certificates of final approval of such Alteration required
by any Governmental Authority and shall furnish Landlord with copies thereof (it
being agreed that all filings with Governmental Authorities to obtain such
permits, approvals and certificates shall be made at Tenant's expense, by a
Person designated by Landlord), together with the "as-built" plans and
specifications (including reproducible mylars and microfiche index cards and
such plans shall be in a computerized DXF format) for such Alterations, and
copies of all asbestos surveys and reports, if any, prepared by Tenant's
asbestos consultants or contractors in connection with, or arising out of, the
performance of such Alteration. For purposes of this Article 3, all final
detailed plans and specifications with respect to any Alterations which include
"field notes" and are delivered to Landlord in CAD format shall be acceptable to
Landlord as "asbuilt" plans and specifications. All Alterations shall be made
and performed substantially in accordance with the plans and specifications
therefor as approved by Landlord, and strictly in compliance with all
Requirements, the Rules and Regulations, all rules and regulations relating to
Alterations promulgated by Landlord, in its reasonable judgment. All materials
and equipment to be incorporated in the Premises as a result of any Alterations
or a part thereof shall be first quality and no such materials or equipment
(other than Tenant's Property) shall be subject to any lien, encumbrance,
chattel mortgage or title retention or security agreement. In addition, no
Alteration at a cost for labor and materials (as reasonably estimated by
Landlord's architect, engineer or contractor) in excess of Fifty Thousand and
00/100 Dollars ($50,000.00) (which amount shall be increased on the third (3rd)
anniversary of the Commencement Date and annually thereafter by the annual
percentage increase, if any, in the Consumer Price Index from that in effect on
the immediately preceding anniversary of the Commencement Date), either

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individually or in the aggregate with any other Alteration constructed in any
twelve (12) month period, shall be undertaken prior to Tenant's delivering to
Landlord either (i) a performance bond and labor and materials payment bond
(issued by a surety company and in form reasonably satisfactory to Landlord),
each in an amount equal to 110% of such estimated cost, or (ii) such other
security as shall be reasonably satisfactory to Landlord. If, as a result of any
Alterations performed by Tenant, including, without limitation, the Initial
Alterations, any alterations are required to be performed in or made to any
portion of the Building or the Real Property other than the Premises in order to
comply with any Requirement (s), which alterations would not otherwise have had
to be performed or made pursuant to the applicable Requirement (s) at such time,
Landlord, at Tenant's sole reasonable cost and expense, may perform or make such
alterations and take such actions as Landlord shall deem reasonably necessary.
All Alterations requiring Landlord's consent shall be performed only under the
supervision of an independent licensed architect reasonably satisfactory to
Landlord.

                    (2) Landlord reserves the right to disapprove any plans and
specifications in part, to reserve approval of items shown thereon pending its
review and approval of other plans and specifications, and to condition its
approval upon Tenant making revisions to the plans and specifications or
supplying additional information. Any review or approval by Landlord of any
plans and/or specifications or preparation of any plans by an architect or
engineer designated by Landlord with respect to any Alteration is solely for
Landlord's benefit, and without any representation or warranty whatsoever to
Tenant or any other Person with respect to the compliance thereof with any
Requirements, the adequacy, correctness or efficiency thereof or otherwise.

               (C) Tenant shall be permitted to perform Alterations during the
hours of 8:00 a.m. to 6:00 p.m. on Business Days, provided that such work shall
not materially interfere with or interrupt the operation and maintenance of the
Building or the performance by Landlord of repairs, alterations or other work in
the Building, or unreasonably interfere with or interrupt the use and occupancy
of the Building by other tenants for space in the Building. Otherwise,
Alterations shall be performed at Tenant's expense and at such times and in such
manner as Landlord may from time to time reasonably designate; it being
expressly understood and agreed that all chopping, coring and any other work
affecting the slab shall be performed after 6:00 p.m. and before 8:00 a.m. on
Business Days (or at any hour on days other than Business Days), unless
otherwise designated by Landlord. All Tenant's Property installed by Tenant in
and to the Premises which may be made by Tenant at its own cost and expense
(including, but not limited to, the Tenant Fund) prior to and during the Term,
shall remain the property of Tenant, and upon the Expiration Date or earlier end
of the Term, may be removed from the Premises by Tenant at Tenant's option,
provided, however, that Tenant shall repair and restore in a good and workerlike
manner to good condition any damage to the Premises or the Building caused by
such removal. All Alterations in and to the Premises shall upon the installation
thereof become the property of Landlord, except that Landlord shall have no
obligation to maintain, install, repair or replace any such Alteration and
Tenant shall have such obligations in accordance with the provisions of this
Lease. Notwithstanding the foregoing, however, Landlord, upon notice given at
least thirty (30) days prior to the Expiration Date or upon such shorter notice
as is reasonable under the circumstances upon the earlier expiration of the
Term, may require Tenant to remove any Tenant's Property and/or Specialty
Alterations, and

                                       10

<PAGE>

to repair and restore in a good and workerlike manner to good condition any
damage to the Premises or the Building caused by such removal.

               (D) (1) All Alterations for which Landlord's consent is required
hereunder shall be performed at Tenant's option by either Landlord's
contractor(s) or by contractors, subcontractors or mechanics approved by
Landlord (which approval shall not be unreasonably withheld, provided that such
contractor, subcontractor or mechanic is a member of the appropriate trade labor
union), at Tenant's expense and at such times and in such manner as Landlord may
from time to time reasonably designate. Landlord agrees that provided that
Tenant shall furnish Landlord with all information reasonably requested by
Landlord with respect to a proposed contractor, Landlord shall either approve or
disapprove such contractor within fifteen (15) Business Days after such request
is made and such information is furnished to Landlord. If Landlord shall neither
approve nor disapprove of a proposed contractor within such fifteen (15)
Business Day period, and Tenant shall send a second notice of such request and
information and Landlord shall neither approve nor disapprove of a proposed
contractor within five (5) Business Days after such receipt of such second
notice request, Landlord shall be deemed to have approved such proposed
contractor. Prior to making each Alteration, at Tenant's request, Landlord shall
within five (5) Business Days furnish Tenant with a list of independent
contractors who may perform Alterations to the Premises on behalf of Tenant. If
Tenant engages any contractor set forth on the list, Tenant shall not be
required to obtain Landlord's consent for such contractor unless, prior to
entering into a contract with such contractor or the commencement of work by the
contractor, Landlord shall notify Tenant that such contractor has been removed
from the list.

                    (2) Notwithstanding the foregoing, with respect to any
Alteration affecting any Building System which shall consist of the Building
management system, electrical, sprinkler, HVAC or life-safety systems or any
structural component of the Building, (i) Tenant shall select a contractor from
a list of approved independent contractors (each of whom shall charge
commercially competitive rates) furnished by Landlord to Tenant (containing,
with respect to those contractors who are not to perform work on any Building
System or any system connected to any Building System, at least three
contractors) and (ii) the Alteration shall, at Tenant's reasonable cost and
expense, be designed by an engineer, if any, designated by Landlord for the
relevant Building System or structural component of the Building, as the case
may be.

               (E) 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
after Tenant shall have received notice thereof, at Tenant's expense, by payment
or filing the bond required by law. Tenant shall not, at any time prior to or
during the Term, directly or indirectly employ, or permit the employment of, any
contractor, mechanic or laborer in the Premises, whether in connection with any
Alteration or otherwise, if such employment would unreasonably interfere or
cause any conflict with other contractors, mechanics or laborers engaged in the
construction, maintenance or operation of the Building by Landlord, Tenant or
others, or of any adjacent property owned by Landlord. In the event of any such
interference or conflict, Tenant, upon demand of Landlord, shall cause all
contractors, mechanics or laborers causing such interference or conflict to
leave the Building immediately.

                                       11

<PAGE>

          Section 3.2 Tenant shall pay to Landlord within ten (10) days of
demand and as additional rent in connection with any Alteration, including,
without limitation, the Initial Alterations, the reasonable out-of-pocket
expenses incurred by Landlord in connection with such Alteration.

          Section 3.3 Landlord, at Tenant's expense, and upon the request of
Tenant, shall join in any applications for any permits, approvals or
certificates required to be obtained by Tenant in connection with any permitted
Alteration (provided that the provisions of the applicable Requirement shall
require that Landlord join in such application) and shall otherwise cooperate
with Tenant in connection therewith, provided that Landlord shall not be
obligated to incur any cost or expense not reimbursed by Tenant, including,
without limitation, attorneys' fees and disbursements or suffer any liability in
connection therewith.

          Section 3.4 With respect to all Alterations, including, without
limitation all repair work and improvements made by Tenant pursuant to the
provisions of this Lease, Landlord shall have the right at all times to monitor
the performance of an Alteration for compliance with the Building regulations
and procedures, Requirements, Rules and Regulations and the terms and conditions
of this Article 3. If Landlord reasonably determines that any of such Building
regulations and procedures, Requirements, Rules and Regulations or terms and
conditions are not being complied with in all material respects, Landlord shall
notify Tenant of such non-compliance, and if such non-compliance is not
corrected (i) within ten (10) days of such notice, or (ii) immediately in cases
of emergency or in cases where the safety of people or property is threatened,
then Landlord may immediately require the cessation of all work being performed
in or around the Premises until such time as Landlord is reasonably satisfied
that the applicable Building regulations and procedures, Requirements, Rules and
Regulations or terms and conditions will be observed. Landlord's monitoring of
any work in or around the Premises shall not be deemed a certification by
Landlord of compliance with any applicable Building regulations and procedures,
Requirements, Rules and Regulations or terms and conditions, or a waiver by
Landlord of its right to require compliance in all material respects with such
Building regulations and procedures, Requirements, Rules and Regulations or
terms and conditions, nor shall such monitoring relieve Tenant from any
liabilities relating to such work.

          Section 3.5 Anything contained in this Lease to the contrary
notwithstanding, Landlord's consent shall not be required with respect to (a)
any Alteration consisting of painting or carpeting or (b) any other Alteration,
provided that such other Alterations (i) are not visible from the outside of the
Building, (ii) do not affect any part of the Building other than the Premises or
require any alterations to be performed in or made to any portion of the
Building or the Real Property other than the Premises, (iii) do not adversely
affect the Building Systems, (iv) do not affect any service required to be
furnished by Landlord to Tenant or any other tenant or occupant of the Building,
or affect the proper functioning of any Building System (v) do not affect the
certificate of occupancy for the Building or the Premises, (vi) do not affect
the structural components of the Building, and (vii) the estimated cost of the
labor and materials for which shall not exceed $150,000, which amount shall be
increased on the third (3rd) anniversary of the Commencement Date and annually
thereafter by the annual percentage increase, if any, in the Consumer Price
Index from that in effect on the date immediately preceding the anniversary of
the Commencement Date, either individually or in the aggregate with other
Alterations constructed within any twelve (12) month period; provided,

                                       12

<PAGE>

however, that at least ten (10) days prior to making any such Alteration, Tenant
shall submit to Landlord the plans and specifications for such Alteration, and
any such Alteration shall otherwise be performed in compliance with the
provisions of this Article 3.

          Section 3.6 (A) Landlord shall contribute an amount not to exceed
Eight Hundred Twenty-Six Thousand Seven Hundred Thirty-Five and 00/100 Dollars
($826,735.00) (the "Tenant Fund") toward the cost of the Initial Alterations
(other than the Facilities Improvements), provided that ten percent (10%) of the
Tenant Fund may be applied toward so-called "soft costs" incurred by Tenant in
connection with the Initial Alterations, including the reasonable fees and
disbursements of architects, engineers and other professionals and consultants,
together with permit, filing and other similar fees and charges.

               (B) Landlord shall disburse a portion of the Tenant Fund to
Tenant or directly to such contractor, subcontractor or materialmen as Tenant
may direct from time to time, within thirty (30) days after receipt of the items
set forth in Section 3.6 (C) hereof, provided that on the date of a request and
on the date of disbursement from the Tenant Fund no default of which Landlord
shall have provided notice to Tenant shall have occurred and be continuing. Upon
Tenant's cure of a default referred to in the preceding sentence and the
satisfaction of the other terms and conditions of this Section 3.6 B, Landlord
shall disburse the previously requested portion of the Tenant Fund as set forth
herein. Disbursements from the Tenant Fund shall not be made more frequently
than monthly, and shall be in an amount equal to the aggregate amounts
theretofore paid or payable (as certified by an authorized officer of Tenant and
Tenant's independent, licensed architect) to Tenant's contractors,
subcontractors and materialmen (which amounts shall have not been the subject of
a previous disbursement from the Tenant Fund) multiplied by a fraction, the
numerator of which is 826,735 and the denominator of which is the total cost of
the Initial Alterations as estimated by Tenant's independent licensed architect
and as approved by Landlord (which approval shall not be unreasonably withheld),
which fraction shall be subject to readjustment as provided by Section 3.6 (C)
hereof (but in no event shall such fraction be greater than one (1)).

               (C) Landlord's obligation to make disbursements from the Tenant
Fund shall be subject to Landlord's verification of the total cost of the
Initial Alterations as estimated by Tenant's independent licensed architect and
receipt of: (a) a request for such disbursement from Tenant signed by an
authorized officer of Tenant, together with the certification required by
Section 3.6 (B) hereof, (b) copies of all receipts, invoices and bills for the
work completed and materials furnished in connection with the Initial
Alterations and incorporated in the Premises which are to be paid from the
requested disbursement or which have been paid by Tenant and for which Tenant is
seeking reimbursement, (c) copies of all contracts with the general contractor
and the major sub-contractors equal to or greater than $250,000, work orders,
change orders and other materials relating to the work or materials which are
the subject of the requested disbursement or reimbursement, (d) a certificate of
Tenant's independent licensed architect stating (i) that, in his opinion, the
portion of the Initial Alterations theretofore completed and for which the
disbursement is requested was performed in a good and workerlike manner and
substantially in accordance with the final detailed plans and specifications for
such Initial Alterations, as approved by Landlord, (ii) the percentage of
completion of the Initial Alterations (other than the Facilities Improvements)
as of the date of such certificate, and (iii) the revised estimated total cost
to complete the Initial Alterations (other than the Facilities Improvements),

                                       13

<PAGE>

and (e) waivers of lien from all contractors, subcontractors and materialmen who
have performed work, or furnished materials in connection with the Initial
Alterations which were either paid or were the subject of any previously
requested disbursement. If the estimated total cost of the Initial Alterations
(other than the Facilities Improvements) shall be revised at any time and such
revised cost increases the original estimated total cost of the Initial
Alterations (other than the Facilities Improvements) by more than five percent
(5%), then the denominator of the fraction referred to in Section 3.6 (B) hereof
shall be adjusted appropriately.

               (D) In no event shall the aggregate amount paid by Landlord to
Tenant or its contractor, subcontractor or materialmen under this Section 3.6
exceed the amount of the Tenant Fund. Upon the completion of the Initial
Alterations and satisfaction of the conditions set forth in Section 3.6 (E)
hereof, any amount of the Tenant Fund which has not been previously disbursed
shall be retained by Landlord. Upon the disbursement of the entire Tenant Fund
(or the portion thereof if upon completion of the Initial Alterations the Tenant
Fund is not exhausted), Landlord shall have no further obligation or liability
whatsoever to Tenant for further disbursement of any portion of the Tenant Fund
to Tenant or Tenant's contractor, subcontractors or materialmen. It is expressly
understood and agreed that no portion of the Facilities Improvement Fund shall
be disbursed to Tenant for the cost of the Initial Alteration (other than the
Facilities Improvements) and Tenant shall complete, at its sole cost and
expense, the Initial Alterations, whether or not the Tenant Fund is sufficient
to fund such completion. Any costs to complete the Initial Alterations in excess
of the Tenant Fund shall be the sole responsibility and obligation of Tenant.

               (E) Within forty-five (45) days after completion of the Initial
Alterations (other than the Facilities Improvements), Tenant shall deliver to
Landlord general releases and waivers of lien from all contractors,
subcontractors and materialmen involved in the performance of the Initial
Alterations and the materials furnished in connection therewith, and a
certificate from Tenant's independent licensed architect certifying that (i) in
his opinion the Initial Alterations (other than the Facilities Improvements)
have been performed in a good and workerlike manner and completed in accordance
with the final detailed plans and specifications for such Initial Alterations as
approved by Landlord and (ii) all contractors, subcontractors and materialmen
have been paid for the Initial Alterations (other than the Facilities
Improvements) and materials furnished through such date. Notwithstanding the
foregoing, Tenant shall not be required to deliver to Landlord any general
release or waiver of lien if Tenant shall be disputing in good faith the payment
which would otherwise entitle Tenant to such release or waiver, provided that
Tenant shall keep Landlord advised in a timely fashion of the status of such
dispute and the basis therefor and Tenant shall deliver to Landlord the general
release or waiver of lien when the dispute is settled. Nothing contained in this
Section, however, shall relieve Tenant from complying with the provisions of
Section 3.1(E) hereof.

          Section 3.7 (A) As part of the Initial Alterations, Tenant covenants
to construct one men's bathroom and one women's bathroom within the Premises
(the "Facilities Improvements"). If Landlord shall approve the Facilities
Improvements in accordance with the provisions of this Article 3, then Landlord
shall contribute $100,000 toward the cost of the Facilities improvements to
construct two building standard bathrooms that would comply with ADA (the
"Facilities Improvement Fund").

                                       14

<PAGE>

               (B) Landlord shall disburse a portion of the Facilities
Improvement Fund to Tenant or directly to such contractor, subcontractor or
materialmen as Tenant may direct from time to time, within thirty (30) days
after receipt of the items set forth in Section 3.7(C) hereof, provided that on
the date of a request and on the date of disbursement from the Facilities
Improvement Fund no default shall have occurred and be continuing of which
Landlord shall have provided notice to Tenant. Upon Tenant's cure of a default
referred to in the preceding sentence and the satisfaction of the other terms
and conditions of this Section 3.7(B), Landlord shall disburse the previously
requested portion of the Facilities Improvement Fund as set forth herein.
Disbursements from the Facilities Improvement Fund shall not be made more
frequently than monthly, and shall be in an amount equal to the aggregate
amounts theretofore paid or payable (as certified by an authorized officer of
Tenant and Tenant's independent, licensed architect) to Tenant's contractors,
subcontractors and materialmen (which amounts shall have not been the subject of
a previous disbursement from the Facilities Improvement Fund) multiplied by a
fraction, the numerator of which is the amount of the Facilities Improvement
Fund and the denominator of which is the total cost of the Facilities
Improvements as estimated by Tenant's independent licensed architect and as
approved by Landlord (which approval shall not be unreasonably withheld), which
fraction shall be subject to readjustment as provided by Section 3.7 (C) hereof
(but in no event shall such fraction be greater than one (1)).

               (C) Landlord's obligation to make disbursements from the
Facilities Improvement Fund shall be subject to Landlord's verification of the
total cost of the Facilities Improvements as estimated by Tenant's independent
licensed architect and receipt of: (a) a request for such disbursement from
Tenant signed by an authorized officer of Tenant, together with the
certification required by Section 3.7(B) hereof, (b) copies of all receipts,
invoices and bills for the work completed and materials furnished in connection
with the Facilities Improvements and incorporated in the Premises which are to
be paid from the requested disbursement or which have been paid by Tenant and
for which Tenant is seeking reimbursement, (c) copies of all contracts with the
general contractor, work orders, change orders and other materials relating to
the work or materials which are the subject of the requested disbursement or
reimbursement, (d) a certificate of Tenant's independent licensed architect
stating (i) that, in his opinion, the portion of the Facilities Improvements
theretofore completed and for which the disbursement is requested was performed
in a good and workerlike manner and substantially in accordance with the final
detailed plans and specifications for such Facilities Improvements, as approved
by Landlord, (ii) the percentage of completion of the Facilities Improvements as
of the date of such certificate, and (iii) the revised estimated total cost to
complete the Facilities Improvements, and (e) waivers of lien from all
contractors, subcontractors and materialmen who performed work, or furnished
materials in connection with the Facilities Improvements which were either paid
or the subject of any previously requested disbursement. If the estimated total
cost of the Facilities Improvements shall be revised at any time and such
revised cost increases the original estimated total cost of the Facilities
Improvements by more than five percent (5%), then the denominator of the
fraction referred to in Section 3.7 (B) hereof shall be adjusted appropriately.

               (D) In no event shall the aggregate amount paid by Landlord to
Tenant or its contractor, subcontractor or materialmen under this Section 3.7
exceed the amount of the Facilities Improvement Fund. Upon the completion of the
Facilities Improvements and satisfaction of the conditions set forth in Section
3.7 (E) hereof, any amount of the Facilities

                                       15

<PAGE>

Improvement Fund which has not been previously disbursed shall be retained by
Landlord. Upon the disbursement of the entire Facilities Improvement Fund (or
the portion thereof if upon completion of the Facilities Improvements the
Facilities Improvement Fund is not exhausted), Landlord shall have no further
obligation or liability whatsoever to Tenant for further disbursement of any
portion of the Facilities Improvement Fund to Tenant or its contractor,
subcontractor or materialmen. It is expressly understood and agreed that no
portion of the Tenant Fund shall be disbursed to Tenant for the cost of the
Facilities Improvements and Tenant shall complete, at its sole cost and expense,
the Facilities Improvements, whether or not the Facilities Improvements Fund is
sufficient to fund such completion. Any costs to complete the Facilities
Improvements in excess of the Facilities Improvement Fund shall be the sole
responsibility and obligation of Tenant.

               (E) Within forty-five (45) days after completion of the
Facilities Improvements, Tenant shall deliver to Landlord general releases and
waivers of lien from all contractors, subcontractors and materialmen involved in
the performance of the Facilities Improvements and the materials furnished in
connection therewith, and a certificate from Tenant's independent licensed
architect certifying that (i) in his opinion the Facilities improvements have
been performed in a good and workerlike manner and completed in accordance with
the final detailed plans and specifications for such Facilities Improvements as
approved by Landlord and (ii) all contractors, subcontractors and materialmen
have been paid for the Facilities Improvements and materials furnished through
such date. Notwithstanding the foregoing, Tenant shall not be required to
deliver to Landlord any general release or waiver of lien if Tenant shall be
disputing in good faith the payment which would otherwise entitle Tenant to such
release or waiver, provided that Tenant shall keep Landlord advised in a timely
fashion of the status of such dispute and the basis therefor and Tenant shall
deliver to Landlord the general release or waiver of lien when the dispute is
settled. Nothing contained in this Section, however, shall relieve Tenant from
complying with the provisions of Section 3.1 (E) hereof.

               (F) In connection with the performance of the Initial Alterations
Landlord shall provide Tenant access at hours designated by Landlord to the 48th
floor of the Building as necessary to perform and complete rough plumbing work
in connection with the Facilities Improvements; provided, however, that (i) such
access shall at all times be subject to the terms and conditions of this Article
3 and to the terms and provisions of the lease or leases then in effect for the
portion or portions of the 48th floor of the Building affected by the
performance of such work and access, and (ii) Tenant, at its expense, shall
promptly repair any damage to any portion of the 48th floor of the Building or
any improvements, personal property, furniture, fixtures or other items therein
or thereon which shall in any way result from such access or work.

                                    ARTICLE 4
                               REPAIRS-FLOOR LOAD

          Section 4.1 Landlord shall operate, maintain and make all necessary
repairs (both structural and non-structural) to the Building Systems and the
public portions of the Building and the structural portions of the Premises,
both exterior and interior, as well as latent defects in the portions of the
Building outside of the Premises and the structural components of the Premises,
in conformance with standards applicable to comparable first-class office
buildings

                                       16

<PAGE>

in Manhattan. Tenant, at Tenant's sole cost and expense, shall take good care of
the Premises and the fixtures, equipment and appurtenances therein and make all
nonstructural repairs thereto as and when needed to preserve them in good
working order and condition, except for reasonable wear and tear, obsolescence
and damage for which Tenant is not responsible pursuant to the provisions of
Articles 10 and 11 hereof.

          Notwithstanding the foregoing, all damage or injury to the Premises or
to any other part of the Building, or to its fixtures, equipment and
appurtenances, whether requiring structural or nonstructural repairs, caused by
or resulting from negligence or improper conduct of, or Alterations made by,
Tenant, Tenant's agents, employees, contractors, subcontractors or materialmen,
and not covered by Landlord's insurance policies and any waiver of subrogation
in favor of Tenant thereon, shall be repaired at Tenant's sole reasonable cost
and expense, either by Tenant to the reasonable satisfaction of Landlord (if the
required repairs are nonstructural in nature and do not affect any Building
System), or by Landlord (if the required repairs are structural in nature or
affect any Building System). Tenant also shall repair all damage to the Building
and the Premises to the extent caused by the moving of Tenant's Property. All
the aforesaid repairs shall be of first quality and class consistent with first
class office building work or construction and shall be made in accordance with
the provisions of Article 3 hereof. If Tenant fails after ten (10) days' notice
(or such shorter period (but in no event less than five (5) days or such shorter
period as may be required due to an emergency) as Landlord may be permitted
pursuant to any Superior Lease or Mortgage) to proceed with due diligence to
make repairs required to be made by Tenant, the same may be made by Landlord at
the reasonable expense of Tenant, and the expenses thereof incurred by Landlord,
with interest thereon at the Applicable Rate from the time the expense was
incurred, shall be forthwith paid to Landlord as additional rent within ten (10)
days after rendition of a bill or statement therefor. Tenant shall give Landlord
prompt notice after discovery by Tenant of any defective condition in any
Building system, located in, servicing or passing through the Premises.

          Section 4.2 Tenant shall not place a load upon any floor of the
Premises exceeding fifty (50) pounds per square foot "live load." Tenant shall
not move any safe, heavy machines or machinery, heavy equipment, bulky matter or
fixtures into or out of the Building without Landlord's prior consent, which
consent shall not be unreasonably withheld. If such safe, machinery, equipment,
bulky matter or fixtures requires special handling, Tenant shall employ only
persons holding a Master Rigger's license to do said work. All work in
connection therewith shall comply with the Requirements, and shall be done
during such hours as Landlord may reasonably designate. Business machines and
mechanical equipment shall be placed and maintained by Tenant at Tenant's
expense in settings sufficient in Landlord's reasonable judgment to absorb and
prevent vibration, noise and annoyance, other than a de minimis amount thereof.
Except as expressly provided in this Lease, 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, provided, however,
that the foregoing shall not prevent Tenant from seeking specific performance of
Landlord's obligations under this Article 4 in the event Landlord fails to
perform such obligations.

                                       17

<PAGE>

          Section 4.3 Subject to the provisions of Section 4.4 hereof, Landlord
or Landlord's agents or designees shall have the right to enter the Premises at
all reasonable times (except in the case of an emergency) upon reasonable prior
notice (except in case of an emergency, which notice may be oral), without the
same constituting (i) a breach by Landlord of any provisions of this Lease, (ii)
a breach of Tenant's quiet enjoyment, (iii) an actual or constructive eviction,
or (iv) a release of Tenant's obligations to pay Fixed Rent, Escalation Rent, or
any items of Rental, and without incurring any liability to Tenant therefor, to
repair, change or otherwise alter the arrangement or location of entrances or
passageways, doors and doorways, and corridors, elevators, stairs, toilets, or
other space within the Building other than the Premises and to change the name,
number or designation by which the Building is commonly known, provided any such
repair, change or alteration (a) does not unreasonably deprive Tenant of access
to the Building or the Premises, or (b) does not reduce the rentable area
(except by a de minimis amount) of the Premises. Subject to the release and
waiver of subrogation provisions as more particularly described in Section 10.5
hereof, Landlord, at its expense, shall promptly repair any damage to Tenant's
Alterations caused by Landlord in its performance of any such repair, change or
alteration. All parts (except surfaces facing the interior of the Premises) of
all floors, ceilings, walls, windows and doors bounding the Premises (including
exterior Building walls, exterior core corridor walls, all roofs adjacent to the
Premises, all space in or adjacent to the Premises used for shafts, stacks,
stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling,
plumbing and other mechanical facilities, service closets and other Building
facilities are not part of the Premises, and Landlord shall have the use
thereof, as well as access thereto through the Premises for the purposes of
operation, maintenance, alteration and repair.

          Section 4.4 Landlord shall use its reasonable efforts to minimize
interference with Tenant's access to the Building and the Premises and
enjoyment, use and occupancy of the Premises in making any repairs, alterations,
additions or improvements and to perform and complete such repairs, alterations,
additions or improvements with due diligence; provided, however, that Landlord
shall have no obligation to employ contractors or labor at so-called overtime or
other premium pay rates or to incur any other overtime costs or expenses
whatsoever, except that Landlord, at its expense, shall employ contractors or
labor at so-called overtime or other premium pay rates if necessary to make any
repair required to be made by it hereunder to remedy any condition that either
(i) results in a denial of access to the Premises or (ii) threatens the health
or safety of any occupant of the Premises. In all other cases, at Tenant's
request, Landlord shall employ contractors or labor at so-called overtime or
other premium pay rates and incur any other overtime costs or expenses in making
any repairs, alterations, additions or improvements, provided Tenant shall pay
to Landlord, as additional rent, within ten (10) Business Days after demand, an
amount equal to the difference between (i) the overtime or other premium pay
rates, including all fringe benefits and other elements of such pay rates, and
(ii) the regular pay rates for such labor, including all fringe benefits and
other elements of such pay rates.

                                    ARTICLE 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

                                       18

<PAGE>

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.

                                    ARTICLE 6
                               REQUIREMENTS OF LAW

          Section 6.1 (A) Tenant, at its sole expense, shall comply with all
Requirements, including, without limitation, ADA, applicable to the manner of
use of the Premises by Tenant, the making of Alterations therein or the result
of the making thereof and those applicable by reason of the nature or type of
business conducted in, or manner of use by Tenant of, the Premises. Tenant shall
not do or permit to be done any act or thing upon the Premises which will
invalidate or be in conflict with a standard Insurance Services Office all-risk
insurance policy; and shall not do, or permit anything to be done in or upon the
Premises, or bring or keep anything therein, except as now or hereafter
permitted by the New York City Fire Department, New York Board of Fire
Underwriters, the Insurance Services Office or other authority having
jurisdiction and then only in such quantity and manner of storage as not to
increase the rate for fire insurance applicable to the Building, or use the
Premises in a manner (as opposed to mere use as general "offices") which
specifically because of such use shall increase the rate of fire insurance on
the Building or on property located therein, over that in similar type buildings
or in effect on the Commencement Date. If by reason of Tenant's failure to
comply with the provisions of this Article, the fire insurance rate shall be
higher than it otherwise would be, then Tenant shall desist from doing or
permitting to be done any such act or thing and 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 by Tenant, and shall make such reimbursement within ten (10) days of
demand 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 Insurance Services Office, 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
Building.

               (B) Landlord, at its sole cost and expense (but subject to
recoupment as provided in Article 27 hereof), shall comply with all other
Requirements applicable to the Premises and the Building, other than those
Requirements which Tenant or other tenants or occupants of the Building shall be
required to comply with, subject to Landlord's right to contest the
applicability or legality thereof, Landlord hereby represents that, to its
knowledge, as of the date hereof the Building is in compliance with all
Requirements as to which non-compliance would result in a material adverse
effect upon Tenant's right to occupy and use the Premises for the uses expressly
permitted pursuant to Article 2 hereof.

          Section 6.2 Tenant, at its sole cost and expense and after notice to
Landlord, may contest by appropriate proceedings prosecuted diligently and in
good faith, the legality or applicability of any Requirement with which Tenant
is required to comply under the terms of this Lease provided that (a) Landlord
(or any Indemnitee) shall not be subject to imprisonment or to prosecution for a
crime, nor shall the Real Property or any part thereof be subject to being
condemned or vacated, nor shall the certificate of occupancy for the Premises or
the Building be suspended or threatened to be suspended by reason of
noncompliance or by reason of such contest; (b) before the commencement of such
contest, if Landlord or any

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<PAGE>

Indemnitee may be subject to any civil fines or penalties or other criminal
penalties or if Landlord may be liable to any independent third party as a
result of such noncompliance then Tenant shall furnish to Landlord either (i) a
bond of a surety company satisfactory to Landlord, in form and substance
reasonably satisfactory to Landlord, and in an amount at least equal to one
hundred twenty percent (120%) of the sum of (A) the cost of such compliance, (B)
the criminal or civil penalties or fines that may accrue by reason of such
non-compliance (as reasonably estimated by Landlord) and (C) the amount of such
liability to independent third parties (as reasonably estimated by Landlord),
and shall indemnify Landlord (and any Indemnitee) against the cost of such
compliance and liability resulting from or incurred in connection with such
contest or non-compliance (except that Tenant shall not be required to furnish
such bond to Landlord if it has otherwise furnished any similar bond required by
law to the appropriate Governmental Authority and has named Landlord as a
beneficiary thereunder) or (ii) other security reasonably satisfactory in all
respects to Landlord; (c) such non-compliance or contest shall not constitute or
result in a violation (either with the giving of notice or the passage of time
or both) of the terms of any mortgage or superior Lease, or if such Superior
Lease or Mortgage shall condition such non-compliance or contest upon the taking
of action or furnishing of security by Landlord, such action shall be taken or
such security shall be furnished at the expense of Tenant; and (d) Tenant shall
keep Landlord regularly advised as to the status of such proceedings. Without
limiting the applicability of the foregoing, Landlord (or any Indemnitee) shall
be deemed subject to prosecution for a crime if Landlord (or any Indemnitee), a
Lessor, a Mortgagee or any of their officers, directors, partners, shareholders,
agents or employees is charged with a crime of any kind whatsoever unless such
charges are withdrawn twenty (20) days before Landlord (or any Indemnitee), such
Lessor or such Mortgagee or such officer, director, partner, shareholder, agent
or employee, as the case may be, is required to plead or answer thereto.

                                    ARTICLE 7
                                  SUBORDINATION

          Section 7.1 (a) Landlord hereby represents and warrants that as of the
date hereof, the only Mortgagee is The Chase Manhattan Bank and there is no
Lessor. The Mortgage which affects the Real Property as of the date hereof shall
be subject and subordinate in all respects to this Lease and all rights of
Tenant hereunder. Landlord further represents that the provision of such
Mortgage subordinating such Mortgage to this Lease is self-operative and no
further instrument of subordination shall be required to make the interest of
Tenant hereunder superior to the present Mortgage. This Lease shall be subject
and subordinate to each and every Superior Lease and to each and every Mortgage
hereafter affecting the Real Property or any Superior Lease, and to all
renewals, extensions, supplements, amendments, modifications, consolidations and
replacements thereof or thereto, substitutions therefor, and advances made
thereunder provided, however, that any future Mortgagee shall execute and
deliver to Tenant an agreement to the effect that, if there shall be a
foreclosure of its Mortgage, such Mortgagee will not make Tenant a party
defendant to such foreclosure, evict Tenant, disturb Tenant's possession under
this Lease, or terminate or disturb Tenant's leasehold estate or rights
hereunder provided no Event of Default has occurred and is continuing hereunder,
and such agreement may contain in substance the provisions set forth in Section
7.2 (1) through (7) (any such agreement, or any agreement of similar import,
from a Mortgagee, being hereinafter called a "Nondisturbance Agreement"). This
clause shall be self-operative and no further instrument of subordination shall

                                       20

<PAGE>

be required to make the interest of any Lessor or Mortgagee superior to the
interest of Tenant hereunder, however, Tenant shall execute and deliver promptly
any certificate or agreement that Landlord may request in confirmation of such
subordination. If, in connection with the financing of the Real Property, the
Building or the interest of the lessee under any Superior Lease, any lending
institution shall request reasonable modifications of this Lease that do not
increase the monetary obligations of Tenant under this Lease, materially
increase Tenant's other obligations, or materially adversely affect the rights
or obligations of Tenant under this Lease, Tenant shall make such modifications.

          Section 7.2 If at any time prior to the expiration of the Term, any
Superior Lease shall terminate or be terminated for any reason or any Mortgagee
comes into possession of the Real Property or the Building or the estate created
by any Superior Lease by receiver or otherwise, Tenant agrees, at the election
and upon demand of any owner of the Real Property or the Building, or of the
Lessor, 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 or any
person acquiring the interest of Landlord as a result of any such termination,
or as a result of a foreclosure of the Mortgage or the granting of a deed in
lieu of foreclosure, upon the then executory terms and conditions of this Lease,
subject to the provisions of Section 7.1 hereof and this Section 7.2, for the
remainder of the Term, provided that such owner, Lessor or Mortgagee, as the
case may be, or receiver caused to be appointed by any of the foregoing, shall
then be entitled to possession of the Premises and provided further that such
owner, Lessor or Mortgagee, as the case may be, or anyone claiming by, through
or under such owner, Lessor or Mortgagee, as the case may be, including a
purchaser at a foreclosure sale, shall not be:

                    (1) liable for any act or omission of any prior landlord
(including, without limitation, the then defaulting landlord), or

                    (2) subject to any defense or offsets which Tenant may have
against any prior landlord (including, without limitation, the then defaulting
landlord), or

                    (3) bound by any payment of Rental which Tenant may have
made to any prior landlord (including, without limitation, the then defaulting
landlord) more than thirty (30) days in advance of the date upon which such
payment was due, or

                    (4) bound by any obligation to make any payment to or on
behalf of Tenant, including, without limitation, payments on account of any
Tenant Fund, or

                    (5) bound by any obligation to perform any work or to make
improvements to the Premises, except for (i) repairs and maintenance pursuant to
the provisions of Article 4, the need for which repairs and maintenance first
arises after the date upon which such owner, Lessor, or Mortgagee shall be
entitled to possession of the Premises, (ii) repairs to the Premises or any part
thereof as a result of damage by fire or other casualty pursuant to Article 10
hereof, but only to the extent that such repairs can be reasonably made from the
net proceeds of any insurance actually made available to such owner, Lessor or
Mortgagee, and (iii) repairs to the Premises as a result of a partial
condemnation pursuant to Article 11 hereof, but only to the extent that such
repairs can be reasonably made from the net proceeds of any award made available
to such owner, Lessor or Mortgagee, or

                                       21

<PAGE>

                    (6) bound by any amendment or modification of this Lease
made without its consent, or

                    (7) bound to return Tenant's security deposit, if any, until
such deposit has come into its actual possession and Tenant would be entitled to
such security deposit pursuant to the terms of this Lease.

Notwithstanding the foregoing, this Lease shall not terminate by reason of the
termination of any Superior Lease without the prior written consent of the
Mortgagee of the Mortgage which is a first mortgage on Landlord's interest in
the Real Property. The provisions of this Section 7.2 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, shall execute, from time to
time, instruments in confirmation of the foregoing provisions of this Section
7.2, satisfactory to any such owner, Lessor or Mortgagee, and acknowledging such
attornment and setting forth the terms and conditions of its tenancy. Nothing
contained in this Section 7.2 shall be construed to impair any right otherwise
exercisable by any such owner, Lessor or Mortgagee.

          Section 7.3 If requested by any Mortgagee, any Lessor or Landlord,
Tenant agrees to promptly execute and deliver at its own cost and expense any
instrument, in recordable form, to evidence such subordination.

          Section 7.4 (A) From time to time, within fifteen (15) days next
following request by Landlord, any Mortgagee or any Lessor, Tenant shall deliver
to Landlord, such Mortgagee or such Lessor a written statement executed by
Tenant, in form reasonably satisfactory to Landlord, such Mortgagee or such
Lessor, (1) stating that this Lease is then in full force and effect and has not
been modified (or if modified, setting forth all modifications), (2) setting
forth the date to which the Fixed Rent, additional rent and other items of
Rental have been paid, (3) 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, and (4) as to any other
matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant
acknowledges that any statement delivered pursuant to this Section 7.4 (a) 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, or by an assignee of any mortgagee, or by any
Lessor.

               (B) From time to time, within fifteen (15) days next following
request by Tenant, Landlord shall deliver to Tenant a written statement executed
by Landlord, in form reasonably satisfactory to Tenant, (1) stating that this
Lease is then in full force and effect and has not been modified (or if
modified, setting forth all modifications), (2) setting forth the date to which
the Fixed Rent, additional rent and other items of Rental have been paid, (3)
stating whether or not, to the best 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, and (4) as to any other matters reasonably
requested by Tenant.

                                       22

<PAGE>

          Section 7.5 As long as any Superior Lease or Mortgage shall exist,
Tenant shall not seek to terminate this Lease by reason of any act or omission
of Landlord until Tenant shall have given written notice of such act or omission
to all Lessors and Mortgagees at such addresses as shall have been furnished to
Tenant by such Lessors and Mortgagees and, if any such Lessor or Mortgagee, as
the case may be, shall have notified Tenant within thirty (30) Business Days
following receipt of such notice of its intention to remedy such act or
omission, until a reasonable period of time shall have elapsed following the
giving of such notice, during which period such Lessors and Mortgagees shall
have the right, but not the obligation, to remedy such act or omission.

          Section 7.6 Tenant hereby irrevocably waives any and all right(s) it
may have in connection with any zoning lot merger or transfer of development
rights with respect to the Real Property including, without limitation, any
rights it may have to be a party to, to contest, or to execute, any Declaration
of Restrictions (as such term is defined in Section 12-10 of the Zoning
Resolution of The City of New York effective December 15, 1961, as amended) with
respect to the Real Property, which would cause the Premises to be merged with
or unmerged from any other zoning lot pursuant to such Zoning Resolution or to
any document of a similar nature and purpose, and Tenant agrees that this Lease
shall be subject and subordinate to any Declaration of Restrictions or any other
document of similar nature and purpose now or hereafter affecting the Real
Property. In confirmation of such subordination and waiver, Tenant shall execute
and deliver promptly any certificate or instrument that Landlord reasonably may
request.

                                    ARTICLE 8
                              RULES AND REGULATIONS

          Tenant and Tenant's contractors, employees, agents, visitors and
licensees shall comply with the Rules and Regulations. If Tenant disputes the
reasonableness of any additional Rule or Regulation hereafter adopted by
Landlord, the dispute shall be determined by arbitration in the City of New York
in accordance with the rules and regulations then obtaining of the American
Arbitration Association or its successor. Any such determination shall be final
and conclusive upon the parties hereto. The right to dispute the reasonableness
of any additional Rule or Regulation upon Tenant's part shall be deemed waived
unless the same shall be asserted by service of a notice upon Landlord within
thirty (30) days after receipt by Tenant of notice of the adoption of any such
additional Rule or Regulation. The costs of such arbitration shall be paid by
the unsuccessful party. 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, except that Landlord
shall not enforce any Rule or Regulation against Tenant which Landlord shall not
then be enforcing against all other office tenants in the Building (other than
Landlord or its Affiliates). No additional rule or regulation adopted by
Landlord shall increase Tenant's monetary obligations hereunder other than by a
de minimis amount or materially reduce Tenant's rights under this Lease or
interfere with Tenant's permitted use hereunder.

                                   ARTICLE 9
                INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

                                       23

<PAGE>

          Section 9.1 (A) 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.

               (B) Neither Landlord nor its agents shall be liable (i) for any
injury or damage to persons or property, or interruption of Tenant's business,
resulting from fire or other casualty, (ii) for any such injury or damage caused
by other tenants or persons in the Building or caused by construction of any
private, public or quasi-public work, nor (iii) for any latent defect in the
Premises or in the Building (except to the extent Landlord shall be required to
repair same pursuant to Article 4 hereof). Anything in this Article 9 to the
contrary notwithstanding, except as set forth in Articles 4, 10, 13, 28 and 35
of this Lease and otherwise as expressly provided herein, Landlord shall not be
relieved from responsibility directly to Tenant for any loss or damage caused
directly to Tenant wholly or in part by the willful or negligent acts or
omissions of Landlord. Nothing in the foregoing shall affect any right of
Landlord to the indemnity from Tenant to which Landlord may be entitled under
Article 35 hereof in order to recoup for payments made to compensate for losses
of third parties.

               (C) Subject to the provisions of Section 4.4 hereof, if at any
time any windows of the Premises are temporarily closed, darkened or bricked-up
by reason of repairs, maintenance, alterations or improvements to the Building
or due to any Requirement, or any of such windows are permanently closed,
darkened or bricked up due to any Requirement, 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 Fixed Rent or any other item of Rental
nor shall the same release Tenant from its obligations hereunder or constitute
an eviction.

               (D) Tenant shall, as soon as practicable, notify Landlord of any
fire or accident in the Premises.

          Section 9.2 Tenant shall obtain and keep in full force and effect (i)
an "all risk" insurance policy for Tenant's Alterations and Tenant's Property at
the Premises, and (ii) a policy of comprehensive general public liability and
property damage insurance on an occurrence basis with a broad form contractual
liability endorsement. Such policies shall provide that Tenant is named as the
insured. Landlord, Landlord's managing agent and any Lessors and any Mortgagees
(whose names shall have been furnished to Tenant) shall be added as additional
insureds, as their respective interests may appear. To the extent obtainable by
Tenant, such policy with respect to clause ii above shall include a provision
under which the insurer agrees to indemnify and hold Landlord, Landlord's
managing agent, and such Lessors and Mortgagees harmless from and against all
cost, expense and/or liability arising out of or based upon any and all claims,
accidents, injuries and damages mentioned in Article 35. In addition, the policy
required to be carried pursuant to clause (ii) above shall contain a provision
that the policy shall be non-cancelable and non-modifiable with respect to
Landlord, such managing agent, and such Lessors and Mortgagees (whose names and
addresses shall have been furnished to Tenant) unless thirty (30) days' written
notice shall have been given to Landlord by certified mail, return receipt
requested, which notice shall contain the policy number and the names of the
insured and additional insureds. In addition, upon receipt by Tenant of any
notice of cancellation

                                       24

<PAGE>

or any other notice from the insurance carrier which may adversely affect the
coverage of the insureds under such policy of insurance, Tenant shall
immediately deliver to Landlord and any other additional insureds thereunder a
copy of such notice. The minimum limits of liability under the policy of
insurance required to be carried pursuant to clause ii above 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) to persons and damage to property, which amount
shall be increased from time to time to that amount of insurance which in
Landlord's reasonable judgment is then being customarily required by prudent
landlords of first-class non-institutional office buildings in New York City.
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 "13."

          Section 9.3 Landlord shall obtain and keep in full force and effect
insurance against loss or damage by fire and other casualty to the Building as
may be insurable under then available standard forms of "all-risk" insurance
policies, in an amount equal to one hundred percent (100%) of the replacement
value thereof or in such lesser amount as will avoid co-insurance (including an
"agreed amount" endorsement). Notwithstanding the foregoing, Landlord shall not
be liable to Tenant for any inability to insure or failure to replace or restore
any Alterations unless Tenant shall have notified Landlord of the completion of
such Alterations and of the cost thereof and delivered to Landlord final "as
built" plans and specifications of such Alterations, and shall maintain adequate
records with respect to such Alterations to facilitate the adjustment of any
insurance claims with respect thereto. Tenant shall cooperate with Landlord and
Landlord's insurance companies in the adjustment of any claims for any damage to
the Building or such Alterations.

          Section 9.4 On or prior to the Commencement Date, Tenant shall deliver
to Landlord appropriate insurance policies (or, after the initial delivery of
such insurance policies, certificates of insurance), including evidence of
waivers of subrogation required pursuant to Section 10.5, required to be carried
by Tenant pursuant to this Article 9. Evidence of each renewal or replacement of
a policy shall be delivered by Tenant to Landlord at least twenty (20) days
prior to the expiration of such policy, and a copy of such replacement policy or
certificates thereof shall be delivered by Tenant to Landlord upon request.

                                   ARTICLE 10
                         DESTRUCTION-FIRE OR OTHER CAUSE

          Section 10.1 (A) If the Premises (including the Alterations) shall be
damaged by fire or other casualty, and if Tenant shall give prompt notice
thereof to Landlord, the damage to the Premises, but excluding damage to the
Alterations and Tenant's Property, shall be diligently repaired by and at the
expense of Landlord to substantially the condition prior to the damage, with
such modifications as shall be required in order to comply with Requirements,
and from the date of such damage until one hundred twenty (120) days after such
repairs shall be substantially completed (of which substantial completion
Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space
Factor shall be reduced in the proportion which the area of the part of the
Premises which is not usable by Tenant (and not actually used by Tenant),

                                       25

<PAGE>

bears to the total area of the Premises. Tenant shall cooperate with Landlord in
connection with the making of such repairs, including without limitation, the
making or settlement of any insurance claims. Landlord shall have no obligation
to repair any damage to, or to replace, any Alterations or Tenant's Property.
Landlord shall use its reasonable efforts to minimize interference with Tenant's
use and occupancy in making any repairs pursuant to this Section. Anything
contained herein to the contrary notwithstanding, if the Premises (including any
Alterations) are damaged by fire or other casualty at any time prior to the
completion of the Initial Alterations, Landlord's obligation to repair the
Premises shall be limited to repair of the Premises to substantially the
condition of the Premises on the Commencement Date with such modifications as
shall be required in order to comply with Requirements.

               (B) Prior to the substantial completion of any such repair,
Landlord shall provide Tenant and Tenant's contractor, subcontractors and
materialmen access to the Premises to perform Alterations, on the following
terms and conditions (but not to occupy the same for the conduct of business):

                    (1) Tenant shall not commence work in any portion of the
Premises until the date specified in a notice (which notice shall be delivered
not later than ten (10) days prior to the date specified therein) from Landlord
to Tenant stating that the repairs required to be made by Landlord have been or
will be completed to the extent reasonably necessary, in Landlord's reasonable
discretion, to permit the commencement of the Alterations then prudent to be
performed in accordance with good construction practice in the portion in
question without interference with, and consistent with the performance of, the
repairs remaining to be performed;

                    (2) Such access by Tenant shall be deemed to be subject to
all of the applicable provisions of this Lease, except that there shall be no
obligation on the part of Tenant solely because of such access to pay any Fixed
Rent, Escalation Rent, or the Electricity Additional Rent, with respect to the
affected portion of the Premises for any period prior to one hundred twenty
(120) days after substantial completion of the repairs required to be made by
Landlord hereunder; and

                    (3) It is expressly understood that if after 3 days notice
to Tenant, Landlord shall be prevented from substantially completing the repairs
due to any acts of Tenant, its agents, servants, employees or contractors,
including without limitation by reason of the performance of any Alteration, by
reason of Tenant's failure or refusal to comply or to cause its architects,
engineers, designers and contractors to comply with any of Tenant's obligations
described or referred to in this Lease, or if such repairs are not completed,
because under good construction scheduling practice such repairs should be
performed after completion of any Alteration, then such work shall be deemed
substantially complete on the date when the work would have been substantially
complete but for such delay and the expiration of the abatement of the Tenant's
obligations hereunder shall not be postponed by reason of such delay. Any
additional reasonable and necessary costs to Landlord to complete any work
occasioned by such delay shall be paid by Tenant to Landlord within ten (10)
days after demand, as additional rent.

          Section 10.2 Anything contained in Section 10.1 to the contrary
notwithstanding, if the Building shall be so damaged by fire or other casualty
that, in Landlord's

                                       26

<PAGE>

reasonable opinion, substantial alteration, demolition, or reconstruction of the
Building shall be required (whether or not the Premises shall have been damaged
or rendered untenantable), then 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 Landlord may not terminate this Lease
unless it shall elect to terminate leases (including this Lease), affecting at
least fifty percent (50%) of the rentable area of the Building. If Landlord
elects to terminate this Lease, the Term shall expire upon a date set by
Landlord, but not sooner than the thirtieth (30th) day after such notice is
given, unless sooner if required by any Requirement or any insurance
requirement, and Tenant shall vacate the Premises and surrender the same to
Landlord in accordance with the provisions of Article 20 hereof. Upon the
termination of this Lease under the conditions provided for in this Section
10.2, Tenant's liability for Fixed Rent and Escalation Rent and additional rent
shall cease and any prepaid portion of Fixed Rent and Escalation Rent for any
period after such date shall be promptly refunded by Landlord to Tenant.

          Section 10.3 (A) Within forty-five (45) days after notice to Landlord
of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant
a statement prepared by a reputable contractor setting forth such contractor's
good faith estimate as to the time required to repair such damage, exclusive of
time required to repair any Alterations. If the estimated time period exceeds
nine (9) months from the date of such statement, Tenant may elect to terminate
this Lease by notice to Landlord not later than thirty (30) days following
receipt of such statement. If Tenant makes such election, the Term shall expire
upon the thirtieth (30th) day after notice of such election is given by Tenant
(or such shorter period as required by any applicable Requirement or Landlord's
insurance carrier), and Tenant shall vacate the Premises and surrender the same
to Landlord in accordance with the provisions of Article 20 hereof.

               (B) Notwithstanding the foregoing, if the Premises shall be
substantially damaged during the last year of the initial Term or Renewal Term,
Landlord or Tenant may elect by notice, given within thirty (30) days after the
occurrence of such damage, to terminate this Lease and if either party makes
such election, the Term shall expire upon the thirtieth (30th) day after notice
of such election is given by such party and Tenant shall vacate the Premises and
surrender the same to Landlord in accordance with the provisions of Article 20
hereof; provided, however, subject to Landlord's right to terminate this Lease
pursuant to Section 10.2 hereof, Landlord may not terminate this Lease pursuant
to this Section 10.3 (B) during the last year of the initial Term if Tenant
shall have theretofore delivered the Renewal Notice in accordance with the
provisions of Section 39.1 hereof. Except as set forth in this Section 10.3,
Tenant shall have no other options to cancel this Lease under this Article 10.

          Section 10.4 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 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 nature and purpose now or hereafter in
force shall have no application in any such case.

          Section 10.5 The parties hereto shall procure an appropriate clause
in, or endorsement on, any fire or extended coverage insurance covering the
Premises, the Building and personal property, fixtures and equipment located
thereon or therein, pursuant to which the insurance companies waive subrogation
or consent to a waiver of right of recovery and having

                                       27

<PAGE>

obtained such clauses or endorsements of waiver of subrogation or consent to a
waiver of right of recovery, will not make any claim against or seek to recover
from the other for any loss or damage to its property or the property of others
resulting from fire or other hazards covered by such fire and extended coverage
insurance, provided, however, that the release, discharge, exoneration and
covenant not to sue herein contained shall be limited by and coextensive with
the terms and provisions of the waiver of subrogation clause or endorsements or
clauses or endorsements consenting to a waiver of right of recovery. 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 at its own election may, but shall
not be obligated to, pay the same. If such other party shall not elect to pay
such additional premium, the first party shall not be required to obtain such
waiver of subrogation provision. If either party shall be unable to obtain the
inclusion of such clause even with the payment of an additional premium, then
such party shall attempt to name the other party as an additional insured (but
not a loss payee) under the policy. If the payment of an additional premium is
required for naming the other party as an additional insured (but not a loss
payee), each party shall advise the other of the amount of any such additional
premium and the other party at its own election may, but shall not be obligated
to, pay the same. If such other party shall not elect to pay such additional
premium or if it shall not be possible to have the other party named as an
additional insured (but not loss payee), even with the payment of an additional
premium, then (in either event) such party shall so notify the first party and
the first party's agreement to name the other party as an additional insured
shall be satisfied. Tenant acknowledges that Landlord shall not carry insurance
on and shall not be responsible for damage to, Tenant's Property or Alterations,
and that Landlord shall not carry insurance against, or be responsible for any
loss suffered by Tenant due to, interruption of Tenant's business.

                                   ARTICLE 11
                                 EMINENT DOMAIN

          Section 11.1 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 and not the entire Premises shall be so acquired or
condemned then, (1) except as hereinafter provided in this Section 11.1, 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 Fixed Rent and the Space
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 Share shall
be redetermined based upon 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; (2) 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 ninety (90) days' notice of termination of this Lease if Landlord shall
elect to terminate leases (including this Lease), affecting at least fifty
percent (50%) of the rentable area of the Building; and (3) if the part of the
Real Property so acquired or condemned shall contain more than fifteen percent
(1596) of the total area of the Premises immediately prior to such acquisition
or condemnation, or if, by reason

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of such acquisition or condemnation, Tenant no longer has reasonable means of
access to the Premises or if, in Tenant's reasonable opinion, the portion of the
Premises remaining shall be inadequate for Tenant to conduct its business at the
Premises or if a temporary taking of the Premises is in excess of one hundred
eighty (180) days, 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 Section 11.1,
Landlord, at Landlord's expense, shall restore that part of the Premises not so
acquired or condemned to a self-contained rental unit to a condition similar to
that on the Commencement Date exclusive of Tenant's Alterations, except that if
such acquisition or condemnation occurs prior to completion of the Initial
Alterations, Landlord shall only be required to restore that part of the
Premises not so acquired or condemned to a self-contained rental unit exclusive
of Tenant's Alterations. In the event of any termination of this Lease and the
Term pursuant to the provisions of this Section 11.1, the Fixed Rent shall be
apportioned as of the earlier of (i) the date of sooner termination or (ii)
vesting of title, and any prepaid portion of Fixed Rent or Escalation Rent for
any period after such date shall be refunded by Landlord to Tenant.

          Section 11.2 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 Section
11.2 shall be deemed to prevent Tenant from making a separate claim in any
condemnation proceedings for the then value of any Tenant's Property included in
such taking, and for any moving expenses, provided that same does not reduce any
award or payment to Landlord.

          Section 11.3 If the whole or any part of the Premises shall be
acquired or condemned temporarily (not to exceed one hundred eighty (180) days)
during the Term for any public or quasi-public use or purpose, Tenant shall give
prompt notice thereof to Landlord and the Term shall not be reduced or affected
in any way and Tenant shall continue to pay in full all items of Rental payable
by Tenant hereunder without reduction or abatement, and Tenant shall be entitled
to receive for itself any award or payments for such use, provided, however,
that:

                    (i) if the acquisition or condemnation is for a period not
extending beyond the Term and if such award or payment is made less frequently
than in monthly installments, the same shall be paid to and held by Landlord as
a fund which Landlord shall apply from time to time to the Rental payable by
Tenant hereunder, except that, if by reason of such acquisition or condemnation
changes or alterations are required to be made to the Premises which would
necessitate an expenditure to restore the Premises, then a portion of such award
or payment reasonably considered by Landlord as appropriate to cover the
expenses of the restoration shall be retained by Landlord, without application
as aforesaid, and applied toward the restoration of the Premises as provided in
Section 11.1 hereof; or

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<PAGE>

                    (ii) if the acquisition or condemnation is for a period
extending beyond the Term, such award or payment shall be apportioned between
Landlord and Tenant as of the Expiration Date; Tenant's share thereof, if paid
less frequently than in monthly installments, shall be paid to Landlord and
applied in accordance with the provisions of clause (i) above, provided,
however, that the amount of any award or payment allowed or retained for
restoration of the Premises shall remain the property of Landlord if this Lease
shall expire prior to the restoration of the Premises.

                                   ARTICLE 12
                     ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.

          Section 12.1 (A) Except as expressly permitted herein, Tenant, without
the prior consent of Landlord in each instance, shall not (a) assign its rights
or delegate its duties under this Lease (whether by operation of law, transfers
of interests in Tenant or otherwise), mortgage or encumber its interest in this
Lease, in whole or in part, (b) sublet, or permit the subletting of, the
Premises or any part thereof, or (c) permit the Premises or any part thereof to
be occupied, or used for desk space, mailing privileges or otherwise, by any
person other than Tenant.

               (B) If this Lease is assigned to any person or entity pursuant to
the provisions of the Bankruptcy Code, if permitted by applicable law, any and
all monies or other consideration payable or otherwise to be delivered in
connection with such assignment shall be paid or delivered to Landlord, shall be
and remain the exclusive property of Landlord and shall not constitute property
of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code.
If permitted by applicable law, any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and
shall be promptly paid to or turned over to Landlord.

          Section 12.2 If Tenant's interest in this Lease is assigned in
violation of the provisions of this Article 12, such assignment shall be void
and of no force and effect against Landlord; provided, however, that Landlord
may collect an amount equal to the then Fixed Rent plus any other item of Rental
from the assignee as a fee for its use and occupancy. If the Premises or any
part thereof are sublet to, or occupied by, or used by, any person other than
Tenant, whether or not in violation of this Article 12, Landlord, after default
by Tenant under this Lease, may collect any item of Rental or other sums paid by
the subtenant, user or occupant as a fee for its use and occupancy, and shall
apply the net amount collected to the Fixed Rent and other items of Rental
reserved in this Lease. No such assignment, subletting, occupancy or use,
whether with or without Landlord's prior consent, nor any such collection or
application of Rental or fee for use and occupancy, shall be deemed a waiver by
Landlord of any term, covenant or condition of this Lease or the acceptance by
Landlord of such assignee, subtenant, occupant or user as tenant hereunder. The
consent by Landlord to any assignment, subletting, occupancy or use shall not
relieve Tenant from its obligation to obtain the express prior consent of
Landlord to any further assignment, subletting, occupancy or use. Tenant shall
pay to Landlord a processing fee and the reasonable attorneys' fees and
disbursements incurred by or on behalf of Landlord in connection with any
proposed assignment of Tenant's interest in this Lease or any proposed
subletting of the Premises or any part thereof. Neither any assignment of
Tenant's interest in this Lease nor any subletting, occupancy or use of the
Premises or any part

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<PAGE>

thereof by any person other than Tenant, nor any collection of Rental by
Landlord from any person other than Tenant as provided in this Section 12.2, nor
any application of any such Rental as provided in this Section 12.2 shall, in
any circumstances, relieve Tenant of its obligations under this Lease on
Tenant's part to be observed and performed. Any person or entity to which this
Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be
deemed without further act or deed to have assumed all of the obligations
arising under this Lease on and after the date of such assignment. Any such
assignee shall execute and deliver to Landlord upon demand an instrument
confirming such assumption. No assignment of this Lease shall relieve Tenant of
its obligations hereunder and, subsequent to any assignment, Tenant's liability
hereunder shall continue notwithstanding any subsequent modification or
amendment hereof or the release of any subsequent tenant hereunder from any
liability, to all of which Tenant hereby consents in advance provided, however,
if any subsequent modification or amendment of this Lease made without the
consent of Tenant shall increase the obligations or liability of Tenant under
this Lease, any prior tenant, including Tenant, shall not be liable to the
extent of any such increase, except if any such modification or amendment is
made with a Related Entity of Tenant, Tenant shall be bound by such modification
or amendment.

          Section 12.3 (A) If Tenant assumes this Lease and proposes to assign
the same pursuant to the provisions of the Bankruptcy Code to any person or
entity who shall have made a bona fide offer to accept an assignment of this
Lease on terms acceptable to the Tenant, then notice of such proposed assignment
shall be given to Landlord by Tenant no later than twenty (20) days after
receipt by Tenant, but in any event no later than ten (10) days prior to the
date that Tenant shall make application to a court of competent jurisdiction for
authority and approval to enter into such assignment and assumption. Such notice
shall set forth (a) the name and address of such person, (b) all of the terms
and conditions of such offer, and (c) adequate assurance of future performance
by such person under the Lease, including, without limitation, the assurance
referred to in Section 365(b)(3) of the Bankruptcy Code. If permitted by
applicable law, Landlord shall have the prior right and option, to be exercised
by notice to Tenant given at any time prior to the effective date of such
proposed assignment, to accept an assignment of this Lease upon the same terms
and conditions and for the same consideration, if any, as the bona fide offer
made by such person, less any brokerage commissions which would otherwise be
payable by Tenant out of the consideration to be paid by such person in
connection with the assignment of this Lease.

               (B) The term "adequate assurance of future performance" as used
in Section 12.3 of this Lease shall mean that any proposed assignee shall, among
other things, (a) deposit with Landlord on the assumption of this Lease the sum
of nine (9) months of the then Fixed Rent as security for the faithful
performance and observance by such assignee of the terms and obligations of this
Lease, (b) furnish Landlord with financial statements of such assignee for the
prior three (3) fiscal years, as finally determined after an audit and certified
as correct by a certified public accountant, which financial statements shall
show a net worth of at least six (6) times the then Fixed Rent for each of such
three (3) years, and (c) provide such other information or take such action as
Landlord, in its reasonable judgment shall determine is necessary to provide
adequate assurance of the performance by such assignee of its obligations under
the Lease.

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<PAGE>

          Section 12.4 Tenant shall have the privilege subject to the terms and
conditions hereinafter set forth, without the consent of Landlord, to assign its
interest in this Lease (i) to any corporation which is a successor to Tenant
either by merger or consolidation, (ii) to a purchaser of all or substantially
all of Tenant's assets (provided such purchaser shall have also assumed
substantially all of Tenant's liabilities), or (iii) to a corporation or other
entity which shall (1) control, (2) be under the control of, or (3) be under
common control with the originally named Tenant or successor to Tenant pursuant
to clauses (i) or (ii) above (the term "control" as used herein shall be deemed
to mean ownership of more than 50% of the outstanding voting stock of a
corporation, or other majority equity and control interest if Tenant is not a
corporation) (any such entity being a "Related Entity"). Tenant may also
sublease all or any portion of the Premises to a Related Entity without the
consent of Landlord. Any assignment or subletting described above may only be
made upon the condition that (a) any such assignee or subtenant shall continue
to use the Premises as permitted under Section 2.1 hereof, (b) the principal
purpose of such assignment or sublease is not the acquisition of Tenant's
interest in this Lease (except if such assignment or sublease is made to a
Related Entity and is made for a valid intracorporate business purpose and is
not made to circumvent the provisions of Section 12.1 of this Article), and (c)
any such assignee (other than a Related Entity) shall have a net worth and
annual income and cash flow, determined in accordance with generally accepted
accounting principles, consistently applied, after giving effect to such
assignment, equal to or greater than Tenant's net worth and annual income and
cash flow, as so determined, on the date of such assignment. Tenant shall,
within ten (10) business days after execution thereof, deliver to Landlord (a) a
duplicate original instrument of assignment in form and substance reasonably
satisfactory to Landlord, duly executed by Tenant, and (b) an instrument in form
and substance reasonably satisfactory to Landlord, duly executed by the
assignee, in which such assignee shall assume observance and performance of, and
agree to be personally bound by, all of the terms, covenants and conditions of
this Lease on Tenant's part to be observed and performed. Either a transfer of a
controlling interest in the shares of Tenant (if Tenant is a corporation or
trust) or a transfer of a majority of the total interest in Tenant (if Tenant is
a partnership) at any one time or over a period of time through a series of
transfers, shall not be deemed an assignment of this Lease; provided that the
principal purpose of such transfers is not the acquisition of Tenant's interest
in this Lease or is made to circumvent the provisions of this Article 12. Prior
to the effective date of such transfer the transferee shareholders of Tenant
shall certify that the provisions in the immediately preceding sentence are true
and accurate.

          Section 12.5 If, at any time after Tenant may have assigned Tenant's
interest in this Lease, this Lease shall be disaffirmed or rejected in any
proceeding of the types described in Paragraph (E) of Section 16.1 hereof, or in
any similar proceeding, or in the event of termination of this Lease by reason
of any such proceeding or by reason of lapse of time following notice of
termination given pursuant to said Article 16 based upon any of the Events of
Default set forth in such paragraph, Tenant, upon request of Landlord given
within thirty (30) days next following any such disaffirmance, rejection or
termination (and actual notice thereof to Landlord in the event of a
disaffirmance or rejection or in the event of termination other than by act of
Landlord), shall (1) pay to Landlord all Fixed Rent, Escalation Rent and other
items of Rental due and owing by the assignee to Landlord under this Lease to
and including the date of such disaffirmance, rejection or termination, and (2)
as "tenant," enter into a new lease with Landlord of the Premises for a term
commencing on the effective date of such disaffirmance, rejection or termination
and ending on the Expiration Date, unless sooner terminated as in such

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lease provided, at the same Fixed Rent and upon the then executory terms,
covenants and conditions as are contained in this Lease, except that (a)
Tenant's rights under the new lease shall be subject to the possessory rights of
the assignee under this Lease and the possessory rights of any person claiming
through or under such assignee or by virtue of any statute or of any order of
any court, and (b) such new lease shall require all defaults existing under this
Lease to be cured by Tenant with due diligence, and (c) such new lease shall
require Tenant to pay all Escalation Rent reserved in this Lease which, had this
Lease not been so disaffirmed, rejected or terminated, would have accrued under
the provisions of Article 27 hereof after the date of such disaffirmance,
rejection or termination with respect to any period prior thereto. If Tenant
shall default in its obligation to enter into said new lease for a period of ten
(10) days next following Landlord's request therefor, then, in addition to all
other rights and remedies by reason of such default, either at law or in equity,
Landlord shall have the same rights and remedies against Tenant as if Tenant had
entered into such new lease and such new lease had thereafter been terminated as
of the commencement date thereof by reason of Tenant's default thereunder.

          Section 12.6 (A) Notwithstanding the provisions of Section 12.1
hereof, if Landlord shall not exercise its rights pursuant to paragraph (C) of
this Section 12.6, Landlord shall not unreasonably withhold its consent to any
subletting of the Premises (if Tenant proposes to sublet a portion of the
Premises then, unless the context otherwise requires, references in this Section
12.6 to the Premises shall be deemed to refer to the portion of the Premises
proposed to be sublet by Tenant), provided that:

                    (1) the Premises shall not, without Landlord's prior
consent, have been publicly advertised for subletting at a rental rate less than
the prevailing rental rate set by Landlord for comparable space in the Building
(the "Prevailing Rate");

                    (2) no Event of Default shall have occurred and be
continuing;

                    (3) the proposed subtenant shall have the financial
wherewithal relative to its liabilities and obligations, including without
limitation its obligations under such proposed sublease, be of a character, be
engaged in a business, and propose to use the Premises in a manner in keeping
with the standards in such respects of the other tenancies in the Building;

                    (4) if Landlord has or within six (6) months thereafter
reasonably expects to have space available in the Building comparable to the
size of the space Tenant proposes to sublet, the proposed subtenant shall not be
a person or entity with whom Landlord is then negotiating or has received or
given an offer to lease comparable space in the Building;

                    (5) the character of the business to be conducted or the
proposed use of the Premises by the proposed subtenant shall not (a) be likely
to increase Landlord's operating expenses beyond that which would be incurred
for use by Tenant or for use in accordance with the standards of use of other
tenancies in the Building; (b) increase the burden on existing cleaning services
or elevators over the burden prior to such proposed subletting; (c) require any
alterations to be performed in or made to any portion of the Building or the
Real Property other than the Premises; or (d) violate any provision or
restrictions herein relating to the use or occupancy of the Premises; if
Landlord shall have consented to a sublease and, as a result of the use and
occupancy of the subleased portion of the Premises by the subtenant, Landlord's

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<PAGE>

operating expenses are increased, then Tenant shall pay to Landlord, within ten
(10) days after demand, as additional rent, all resulting increases in operating
Expenses;

                    (6) the subletting shall be expressly subject to all of the
terms, covenants, conditions and obligations on Tenant's part to be observed and
performed under this Lease and the further condition and restriction that the
sublease shall not be assigned, encumbered or otherwise transferred or the
subleased premises further sublet by the subtenant in whole or in part, or any
part thereof suffered or permitted by the subtenant to be used or occupied by
others, without the prior written consent of Landlord in each instance;

                    (7) the subletting shall end no later than one (1) day
before the Expiration Date and shall not be for a term of less than two (2)
years unless it commences less than two (2) years before the Expiration Date;

                    (8) no subletting shall be for less than 5,000 contiguous
rentable square feet and at no time shall there be more than three (3)
occupants, including Tenant, in the Premises;

                    (9) Tenant shall reimburse Landlord on demand for any
reasonable costs that may be incurred by Landlord in connection with said
sublease, including, without limitation, any reasonable processing fee,
reasonable attorneys' fees and disbursements and the reasonable costs of making
investigations as to the acceptability of the proposed subtenant; and

                    (10) such sublease shall expressly provide that in the event
of termination, reentry or dispossess of Tenant 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 (i) be liable for any previous
act or omission of Tenant under such sublease, (ii) be subject to any offset,
not expressly provided in such sublease, which therefore accrued to such
subtenant against Tenant, (iii) be bound by any previous modification of such
sublease or by any previous prepayment of more than one month's rent unless
previously approved by Landlord, (iv) be bound by any covenant to undertake or
complete any construction of the premises or any portion thereof demised by such
sublease and (v) be bound by any obligation to make any payment to or on behalf
of the subtenant, except for services, repairs, maintenance and restoration
provided for under the sublease to be performed after the date of such
termination, reentry or dispossess by Landlord under this Lease and which
Landlord is required to perform hereunder with respect to the subleased space at
Landlord's expense, it being expressly understood, however, that Landlord shall
not be bound by any obligation to make payment to or on behalf of a subtenant
with respect to construction performed by or on behalf of such subtenant at the
subleased premises.

               (B) At least thirty (30) Business Days prior to any proposed
subletting Tenant shall submit a statement to Landlord (a "Sublease Statement")
containing the following information: (a) the name and address of the proposed
subtenant, (b) a description of, and a scale drawing or floor plan identifying,
the portion of the Premises to be sublet, (c) the terms and conditions of the
proposed subletting including the rent payable, (d) the nature and character of
the business of the proposed subtenant and (e) any other information that
Landlord may

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<PAGE>

reasonably request. Unless (i) the proposed subtenant is a Related Entity of
Tenant or (ii) such sublease shall (A) be entered into by Tenant not later than
twelve (12) months after Tenant's actual occupancy of any portion of the
Premises, (B) be for less than 5,000 contiguous rentable square feet of the
Premises, (C) be for a term of not more than thirty-six (36) months, (D) be
nonrenewable, and (E) Tenant shall not demise the Premises in connection with
such sublease, nor construct or permit a separate entrance for such sublet
space, Landlord shall have the right, exercisable within thirty (30) days after
Landlord's receipt of the Sublease Statement, to sublet (in its own name or that
of its designee) such portion of the Premises ("Recapture Space") from Tenant on
the terms and conditions set forth in paragraph (C) of this Section 12.6. If
Landlord shall fail to notify Tenant within said thirty-day (30) period of
Landlord's intention to exercise its rights pursuant to this Section 12.6(B) and
if Landlord shall have consented to such subletting as provided in Section
12.6(A) hereof, Tenant shall be free to sublease that portion of the Premises to
such proposed subtenant on the same terms and conditions set forth in the
Sublease Statement, subject to the terms and conditions of this Lease, including
paragraph (A) of this Section 12.6. If Tenant shall not enter into such sublease
within one hundred twenty (120) days after the delivery of the Sublease
Statement to Landlord, then the provisions of Section 12.1 and this Section 12.6
shall again be applicable to any other proposed subletting. If Tenant shall
enter into such sublease within one hundred twenty (120) days as aforesaid,
Tenant shall deliver a true, complete and fully executed counterpart of such
sublease to Landlord within five (5) days after execution thereof.

               (C) (1) If Landlord exercises its option to sublet the Recapture
Space, such sublease to Landlord or its designee as subtenant (each, a
"Recapture Sublease") shall:

                         (a) be upon the same terms and conditions as set forth
in the Sublease Statement and as otherwise contained in this Lease, except such
as are irrelevant or inapplicable and except as otherwise expressly set forth to
the contrary in this paragraph (C);

                         (b) give the subtenant the unqualified and unrestricted
right, without Tenant's permission, to assign such sublease and to further
sublet the Recapture Space or any part thereof and to make any and all changes,
alterations, and improvements in the Recapture Space;

                         (c) provide in substance that any such changes,
alterations, and improvements made in the Recapture Space may be removed, in
whole or in part, prior to or upon the expiration or other termination of the
Recapture Sublease provided that any material damage and injury caused thereby
shall be repaired; and

                         (d) provide that (i) 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, (ii) prior to the
commencement of the term of the Recapture Sublease, the party responsible for
the following as set forth in the Sublease Statement or if no party is indicated
as responsible for the following, Tenant, at its expense, shall make such
alterations as may be required or reasonably deemed necessary by the subtenant
to physically separate the Recapture Space from the balance of the Premises and
to provide appropriate means of ingress to and egress thereto and to the public
portions of the balance of the floor such as toilets, janitor's closets,
telephone and electrical closets, fire stairs, elevator lobbies, etc., and (iii)

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<PAGE>

at the expiration of the term of such Sublease, Tenant will accept the Recapture
Space in its then existing condition, broom clean.

                    (2) If Landlord is unable to give Tenant possession of the
Recapture Space at the expiration of the term of the Recapture Sublease by
reason of the holding over or retention of possession of any tenant or other
occupant, then (w) Landlord shall continue to pay all charges previously payable
under the Recapture Sublease until the date upon which Landlord shall give
Tenant possession of such Recapture Space free of occupancies, (x) neither the
Expiration Date nor the validity of this Lease shall be affected, and (y) Tenant
waives any rights under Section 223-a of the Real Property Law of New York, or
any successor statute of similar import, to rescind this Lease and further
waives the right to recover any damages from Landlord which may result from the
failure of Landlord to deliver possession of the Recapture Space at the end of
the term of the Recapture Sublease, and (z) Landlord, at Landlord's expense,
shall use its reasonable efforts to deliver possession of such Recapture Space
to Tenant and in connection therewith, if necessary, shall institute and in good
faith prosecute holdover and any other appropriate proceedings against the
occupant of such Space.

                    (3) The failure by Landlord to exercise its option under
Section 12.6(C) with respect to any subletting shall not be deemed a waiver of
such option with respect to any extension of such subletting. or any subsequent
subletting of the Premises affected thereby.

          Section 12.7 (A) In connection with any subletting of all or any
portion of the Premises, Landlord shall be entitled to and Tenant shall pay to
Landlord a sum equal to fifty percent (50%) of any Sublease Profit derived
therefrom. All sums payable hereunder by Tenant shall be calculated on an
annualized basis, but shall be paid to Landlord, as additional rent, within ten
(10) days after receipt thereof by Tenant.

               (B) For purposes of this Lease:

                    (1) "Rent Per Square Foot" shall mean the sum of the then
Fixed Rent, Escalation Rent and Electricity Additional Rent divided by the Space
Factor.

                    (2) "Sublease Profit" shall mean the product of (x) the
Sublease Rent Per Square Foot less the Rent Per Square Foot, and (y) the number
of rentable square feet constituting the portion of the Premises sublet by
Tenant.

                    (3) "Sublease Rent" shall mean any rent or other
consideration paid to Tenant directly or indirectly, by any subtenant, including
Landlord or its designee pursuant to Section 12.6(C) hereof, or any other amount
received by Tenant from or in connection with any subletting (including, but not
limited to sums paid for the sale or rental, or consideration received on
account of any contribution in excess of the Fair Market Value of Tenant's
Property as determined by reputable independent third-party appraiser reasonably
satisfactory to Landlord, of Tenant's Property, or sums paid in connection with
the supply of electricity or HVAC) after deducting therefrom the following
sublease expenses (the "Sublease Expenses"): (i) the reasonable out-of-pocket
cost and expenses of Tenant in making such sublease such as brokers' fees,
attorneys' fees, and advertising fees paid to unrelated third parties,

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(ii) any sums paid to Landlord pursuant to paragraph (A)(10) of Section 12.6,
(iii) the cost of improvements or alterations costs made by Tenant expressly and
solely for the purpose of preparing that part of the Premises for such
subtenancy and (iv) the unamortized unreimbursed cost of any Tenant's Property
leased to and used by such subtenant. In determining Sublease Rent, the costs
set forth in clauses (i), (ii), (iii) and (iv) shall be deducted as and when
incurred by Tenant.

                    (4) "Sublease Rent per Square Foot" shall mean the Sublease
Rent divided by the rentable square feet of the space demised under a sublease.

                    (5) Sublease Profit shall be recalculated from time to time
to reflect any corrections in the prior calculation thereof due to (i)
subsequent payments received or made by Tenant, (ii) the final adjustment of
payments to be made by or to Tenant or (iii) mistake. Promptly upon the making
or receipt of any such discovery of any such mistake, Tenant shall submit to
Landlord a recalculation of the Sublease Profit as the case may be, and an
adjustment shall be made between Landlord and Tenant, if applicable with respect
thereto on account of prior payments made or credits received pursuant to this
Section 12.7.

                    (6) As used in this Section 12.7, "Tenant" shall also
include any Related Entity.

          Section 12.8 Notwithstanding anything to the contrary set forth in
this Article 12, Tenant shall have the right to enter into license agreements
with individuals, bona fide clients of Tenant, or such entities that have a
substantial business relationship with Tenant ("Permitted Licensees"), without
Landlord's consent but upon notice to Landlord setting forth the names of such
individuals or entities, pursuant to which such Permitted Licensees may occupy
individual offices in the Premises, which offices shall not be separately
demised or have a separate entrance or reception area; provided, however, that
(i) in no event shall the space occupied by Permitted Licensees exceed, in the
aggregate, more than six (6) offices within the Premises, (ii) in no event shall
such licensee be separately identified within the Premises (provided however,
that such licensee may be identified in the Building directory in accordance
with this Lease), and (iii) each such licensee shall provide to Landlord a
certification certifying that such licensee does not have a sublease or any
other real property interest in the Real Property. Notwithstanding the
foregoing, Tenant shall not license, sublease, assign this Lease or otherwise
grant the right to occupy any portion of the Premises to any person (or entity
which would in turn permit such occupation, e.g., an employee of a corporation)
who in Landlord's reasonable judgment, would (a) subject the Premises or the
Building to unfavorable publicity, (b) adversely affect the value of the
Building, (c) adversely affect Landlord's ability to manage or operate the
Building, or (d) adversely affect Landlord's ability to mortgage, transfer, sell
or otherwise deal with the Building.

                                   ARTICLE 13
                                   ELECTRICITY

          Section 13.1 Tenant shall at all times comply with the rules,
regulations, terms and conditions applicable to service, equipment, wiring and
requirements of the public utility supplying electricity to the Building. The
risers servicing the Premises shall be capable of

                                       37

<PAGE>

furnishing eight (8) watts demand load of electricity per usable square foot of
the Premises (exclusive of the electricity required to operate the unit
furnishing AC to the Premises). Tenant's use and consumption of electricity
shall not exceed a demand load of eight (8) watts per usable square foot of the
Premises. Tenant shall not use any electrical equipment which, in Landlord's
sole reasonable judgment, would exceed such capacity of the risers serving the
Premises or interfere with the electrical service to other tenants of the
Building. In the event that, in Landlord's sole reasonable judgment, Tenant's
electrical requirements exceed such capacity, Landlord shall so notify Tenant of
same, and Tenant shall immediately cease such usage, subject to the provisions
of this Section 13.1. Within five (5) days after receipt of such notice, Tenant
shall notify Landlord that it shall permanently cease such usage or shall
request that additional electrical capacity (specifying the amount requested) be
made available to Tenant. Landlord, in Landlord's sole judgment, shall determine
whether to make available such additional electrical capacity to Tenant and the
amount, if any, to be made available. If Landlord shall agree to make available
such additional electrical capacity and the same necessitate installation of an
additional riser, risers or other proper and necessary equipment, the same shall
be installed by Landlord, within the limits of the switchgear, provided,
however, that Landlord, in Landlord's sole reasonable judgment (taking into
consideration the potential needs of present and future tenants of the Building
and of the Building itself), determines that such installation is practicable.
Any such installation shall be made by Landlord, at Tenant's sole expense, and
shall be chargeable and collectible as additional rent and paid within ten (10)
days after the rendition of a bill to Tenant therefor. If Landlord, in
Landlord's sole judgment, shall determine not to make available such additional
electrical capacity, Tenant shall have no further right to such additional
capacity. Landlord shall not be liable in any way to Tenant for any failure or
defect in the supply or character of electric service furnished to the Premises
by reason of any requirement, act or omission of the utility serving the
Building or for any other reason not attributable to the gross negligence or
willful malfeasance of Landlord, whether electricity is provided by public or
private utility or by any electricity generation system owned and operated by
Landlord.

          Section 13.2 (A) Unless Landlord is required by any Requirement or by
the rules and regulations of the public utility to have Tenant obtain
electricity from the public utility company furnishing electricity to the
Building pursuant to the provisions of Section 13.3 hereof, electricity shall be
supplied by Landlord to the Premises and Tenant shall pay to Landlord, as
additional rent for such service, the amounts (the "Electricity Additional
Rent") as determined by a meter or submeter (installed by Landlord, at Tenant's
cost, for the purposes of measuring such consumption) at charges, terms and
rates set from time to time during the Term by the public utility corporation
serving the Building under the service classification in effect pursuant to
which Landlord purchases electricity, plus an amount equal to five percent (5%)
of the charge therefor as Landlord's administrative charge for overhead and
supervision.

               (B) Where more than one meter measures the electricity supplied
to Tenant, the total electricity rendered through all meters shall be computed
and billed in the aggregate in accordance with the provisions hereinabove set
forth. Bills for the Electricity Additional Rent shall be rendered to Tenant at
such time as Landlord may elect, and Tenant shall pay the amount shown thereon
to Landlord within ten (10) days after receipt of such bill.

          Section 13.3 If Landlord shall be required by any Requirement or by
the public utility company furnishing electricity to the Building to discontinue
furnishing electricity

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<PAGE>

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
and Tenant shall not be obligated to pay the Electricity Additional Rent.
Landlord shall not elect to discontinue furnishing electricity to Tenant unless
Landlord shall also elect to discontinue furnishing electricity to all other
office tenants in the Building. If Landlord so discontinues furnishing
electricity to Tenant, Tenant shall diligently obtain electric energy directly
from the public utility furnishing electric service to the Building. The costs
of such service shall be paid by Tenant directly to such public utility. Such
electricity may be furnished to Tenant by means of the existing electrical
facilities serving the Premises, at no charge, to the extent the same are
available, suitable and safe for such purposes as reasonably determined by
Landlord. All meters and all additional panel boards, feeders, risers, wiring
and other conductors and equipment which may be required to obtain electricity
shall be installed by Landlord. The costs of such installation shall be borne
equally by Landlord and Tenant. Landlord, to the extent permitted by applicable
Requirements, shall not discontinue furnishing electricity to the Premises until
such installations have been made and Tenant shall be able to obtain electricity
directly from the public utility.

                                   ARTICLE 14
                               ACCESS TO PREMISES

          Section 14.1 (A) Tenant shall permit Landlord, Landlord's agents and
public utilities servicing the Building to erect, use and maintain, ducts, pipes
and conduits in and through the Premises. Landlord or Landlord's agents shall
have the right to enter the Premises at all reasonable times upon reasonable
prior notice (except in case of emergency), which notice may be oral, to examine
the same, to show them to prospective purchasers, Mortgagees or lessees of the
Building or space therein, and to make such repairs, alterations, improvements
or additions (i) as Landlord may deem necessary to the Premises or to any other
portion of the Building, or (ii) which Landlord may elect to perform following
ten (10) days after notice following Tenant's failure to make or commence making
and thereafter diligently prosecute to completion repairs or perform any work
which Tenant is obligated to make or perform under this Lease, or (iii) for the
purpose of complying with all Requirements, and Landlord shall be allowed to
take all material into and upon the Premises that may be required therefor
without the same constituting a breach by Landlord of any provisions of this
Lease, a breach of Tenant's quiet enjoyment, an eviction or constructive
eviction of Tenant in whole or in part, or a release of Tenant's obligations to
pay Fixed Rent, Escalation Rent, or any item of Rental, and except as expressly
provided in Section 14.3 hereof, the Fixed Rent, Escalation Rent (and any other
item of Rental) shall in no wise abate while said repairs, alterations,
improvements or additions are being made, by reason of loss or interruption of
business of Tenant, or otherwise.

               (B) Any work performed or installations made pursuant to this
Article 14 shall be made with reasonable diligence and otherwise pursuant to
Section 4.4 hereof. Subject to the release and waiver of subrogation in favor of
Landlord, Landlord shall promptly repair any damage to the Premises, the
Alterations and Tenant's Property caused by such work or installations.

               (C) Any pipes, ducts, or conduits installed in or through the
Premises pursuant to this Article 14 shall either be concealed behind, beneath
or within partitioning,

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<PAGE>

columns, ceilings or floors located or to be located in the Premises, or
completely furred at points immediately adjacent to partitioning columns or
ceilings located or to be located in the Premises, provided that the
installation of such pipes, ducts, or conduits, when completed, shall not reduce
the usable area of the Premises beyond a de minimis amount.

          Section 14.2 Upon reasonable prior notice to Tenant, Landlord may
exhibit the Premises to prospective tenants thereof during the twenty-four (24)
month period prior to the Expiration Date. If Tenant shall not be present when
for any reason entry into the Premises shall be necessary or permissible under
the terms of this Lease, Landlord or Landlord's agents may enter the same
without rendering Landlord or such agents liable therefor (during such entry
Landlord or Landlord's agents shall accord reasonable care under the
circumstances to Tenant's Property), and without in any manner affecting 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.

          Section 14.3 (A) If due to any work or installation performed by
Landlord hereunder or failure by Landlord to provide services to the Premises in
accordance with the provisions of this Lease, (i) Tenant shall be unable for at
least ten (10) consecutive Business Days or fourteen (14) Business Days in any
period of twenty-five (25) consecutive Business Days (after Tenant shall have
notified Landlord of its inability) to operate its business in the Premises in
substantially the same manner as such business was operated prior to the
performance of such work or installation or such failure and (ii) such
interruption shall occur during business hours, the Fixed Rent and the
Escalation Rent shall be reduced on a per diem basis in the proportion in which
the area of the portion of the Premises which is unusable bears to the total
area of the Premises for each day subsequent to the aforesaid ten (10)
consecutive Business Day period or fourteen (14) Business Day period that such
portion of the Premises became unusable (and Tenant actually did not use such
portion for the conduct of business) until the earlier of (x) the first Business
Day after the date the work or installation are completed or the day the
services are provided, as the case may be, by Landlord and (y) the date Tenant
shall reoccupy the affected portion of the Premises for the conduct of business.
If Tenant shall be entitled to such reduction of Fixed Rent and Escalation Rent
as aforesaid and such reduction shall accrue before the Rent Commencement Date
shall occur, then commencing with the Rent Commencement Date, Tenant shall be
entitled to a credit against the Fixed Rent becoming due in an amount equal to
the amount of such reduction.

               (B) If due to an Unavoidable Delay Tenant shall be unable to
operate its business in the Premises in substantially the same manner as such
business was operated prior to the occurrence of such Unavoidable Delay for 20
consecutive days (after Tenant shall have notified Landlord of its inability)
and such interruption shall occur during business hours, the Fixed Rent and the
Escalation Rent shall be reduced on a per diem basis in the proportion in which
the area of the portion of the Premises which is unusable bears to the total
area of the Premises for each day subsequent to the aforesaid 20 day period that
such portion of the Premises became unusable (and Tenant actually did not use
such portion for the conduct of business) until the earlier of (x) the date
which is 20 days after the 20 day period and (y) the date Tenant shall reoccupy
the affected portion of the Premises for the conduct of business.

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<PAGE>

               (C) If due to an Unavoidable Delay Tenant shall be unable to
operate its business in the Premises in substantially the same manner as such
business was operated prior to the occurrence of such Unavoidable Delay for 40
consecutive days (after Tenant shall have notified Landlord of its inability)
and such interruption shall occur during business hours, the Fixed Rent and the
Escalation Rent shall be reduced on a per diem basis in the proportion in which
fifty percent (50%) of the area of the portion of the Premises which is unusable
bears to the total area of the Premises for each day subsequent to the aforesaid
40 day period that such portion of the Premises became unusable (and Tenant
actually did not use such portion for the conduct of business) until the date
Tenant shall reoccupy the affected portion of the Premises for the conduct of
business.

                                   ARTICLE 15
                            CERTIFICATE OF OCCUPANCY

          Section 15.1 Tenant hereby acknowledges that the existing certificate
of occupancy in effect as of the date hereof (the "Existing Certificate of
Occupancy") permits the use of the Premises as an "Employees Dining Room" and a
"Kitchen". Tenant agrees that, except as expressly set forth herein, Tenant
shall have the sole responsibility for obtaining the Certificate of Occupancy
Amendment (as hereinafter defined), and further agrees that Landlord has made no
representations or warranties as to whether such Certificate of Occupancy
Amendment is obtainable. Tenant agrees that within a reasonable period after the
date hereof it shall submit plans and specifications to the New York City
Department of Buildings (the "Buildings Department") showing a buildout for
occupancy as "offices" and in connection therewith shall promptly thereafter
make application to the Buildings Department for either (i) an "ALT-1" or
"alteration type one" approval or (ii) a "letter of no objection" or similar
letter approving the change in the current permitted use of the Premises to a
permitted use as "office" (the "Changed Use Approval") and shall comply with all
reasonable requests and conditions imposed by the Buildings Department in
connection therewith. Tenant covenants to diligently prosecute any such
application for a Changed Use Approval. In the event that Tenant is unable to
obtain the Changed Use Approval by May 17, 2000, then Landlord may, but shall
not be obligated to, make such further application for a Changed Use Approval as
it deems necessary and Tenant shall cooperate with Landlord with respect
thereto. If neither Tenant nor Landlord has been successful in obtaining a
Changed Use Approval by July 17, 2000, then Tenant may terminate this Lease by
delivering notice to Landlord to that effect by July 24, 2000, which notice
shall be delivered together with a check in the aggregate amount of (i) the
Tenant Fund plus (ii) the Facilities Improvement Fund previously advanced or
disbursed to Tenant or Tenant's contractors, subcontractors or materialmen
pursuant to Sections 3.6 and 3.7 hereof, respectively. If such Changed Use
Approval shall be obtained or if Tenant shall not terminate this Lease in a
timely manner as aforesaid, Tenant further agrees that it shall, after
completion of the Initial Alterations and at its sole cost and expense, obtain
an amendment to the Existing Certificate of Occupancy, a temporary certificate
of occupancy or a new permanent certificate of occupancy with respect to the
Premises permitting the use of the Premises as office (collectively, the
"Certificate of Occupancy Amendment"). If Tenant shall be unable to obtain the
Certificate of Occupancy Amendment by the date which is the earlier of (i) 60
days after completion of the Initial Alterations or (ii) March 1, 2001, then
Landlord may, at Landlord's option, notify Tenant that Landlord, at Tenant's
expense, shall seek to obtain the Certificate of Occupancy Amendment, in which
case Tenant shall cease seeking to obtain the Certificate of Occupancy

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<PAGE>

Amendment and shall cooperate with Landlord in respect thereto. If neither
Tenant nor Landlord shall obtain the Certificate of Occupancy Amendment as
aforesaid by the date which is the earlier of (i) 180 days after the completion
of the Initial Alterations or (ii) July 2, 2001, then Tenant may terminate this
Lease by delivering notice to Landlord to that effect by July 9, 2001, which
notice shall be delivered together with a check in the aggregate amount of (i)
the Tenant Fund plus (ii) the Facilities Improvement Fund previously advanced or
disbursed to Tenant or Tenant's contractors, subcontractors or materialmen
pursuant to Sections 3.6 and 3.7 hereof, provided that the Initial Alterations
shall have been completed in accordance with (i) the plans and specifications
submitted by Tenant to the Buildings Department and (ii) all applicable
Requirements. If Tenant shall terminate this Lease in a timely manner as
aforesaid, this Lease shall terminate as of the date of such notice and neither
party hereto shall have any further rights or obligations hereunder, except
those which explicitly survive the termination of this Lease. If Tenant shall
not terminate this Lease in a timely manner as aforesaid, then this Lease shall
continue in full force and effect in accordance with its terms, and Tenant shall
have no further right to terminate this Lease pursuant to this Section 15.1.
Landlord shall cooperate with Tenant in all reasonable respects in connection
with Tenant's obtaining the Changed Use Approval and the Certificate of
Occupancy Amendment; provided however, that Landlord shall not in any way assume
or be deemed to have assumed any responsibility or liability therefore, and if
Tenant shall be unable to obtain such Changed Use Approval or such Certificate
of Occupancy Amendment, such inability shall not affect the validity of this
Lease, give rise to a right of damages, or give rise to a right of rescission on
the part of Tenant, except as explicitly set forth above. Tenant agrees that it
shall retain a Person designated by Landlord to serve as the expediter in
connection with filing and obtaining all submissions, applications, approvals,
work permits, temporary certificates of occupancy, the Changed Use Approval and
the Certificate of Occupancy Amendment contemplated in this Section 15.1.

          Section 15.2 Tenant shall not at any time use or occupy the Premises
in violation of the certificate of occupancy at such time 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 contend 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, Tenant shall, upon five (5)
Business Days' written notice from Landlord or any Governmental Authority,
immediately discontinue such use of the Premises. A certificate of occupancy
with respect to the Premises in the form attached hereto as Exhibit C will be in
force upon the Commencement Date, provided, however, neither such certificate,
nor any provision of this Lease, nor any act or omission of Landlord, shall be
deemed to constitute a representation or warranty that the Premises, or any part
thereof, lawfully may be used or occupied for any particular purpose or in any
particular manner, in contradiction to mere "office" use.

                                   ARTICLE 16
                                     DEFAULT

          Section 16.1 Each of the following events shall be an "Event of
Default" hereunder:

               (A) if Tenant shall default in the payment when due of any
installment of Fixed Rent for five (5) days after notice, or in the payment when
due of any other item of

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<PAGE>

Rental and such default shall continue for five (5) days after notice of
such default is given to Tenant, except that if Landlord shall have given three
(3) such notices in any twelve (12) month period, Tenant shall not be entitled
to any further notice of its delinquency in the payment of Rental until such
time as twelve (12) consecutive months shall have elapsed without Tenant having
defaulted in any such payment; or

               (B) 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, if any, 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

               (C) if the Premises shall become vacant for 45 consecutive days
or for any 65 days within any 90 day period or abandoned; or

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

               (E) (1) if Tenant shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due; or

                    (2) if Tenant shall commence or institute any case,
proceeding or other action (A) seeking relief on its behalf as debtor, or to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (B) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property; or

                    (3) if Tenant shall make a general assignment for the
benefit of creditors; or

                    (4) if any case, proceeding or other action shall be
commenced or instituted against Tenant (A) seeking to have an order for relief
entered against it as debtor or to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts under
any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property, which in either of such
cases (i) results in any such entry of an order for relief, adjudication of
bankruptcy or insolvency or such an appointment or the issuance or entry of any
other order having a similar effect or (ii) remains undismissed for a period of
one hundred twenty (120) days; or

                    (5) if any case, proceeding or other action shall be
commenced or instituted against Tenant seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its property which results in the entry of an

                                       43

<PAGE>

order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within one hundred twenty (120) days from the
entry thereof; or

                    (6) if Tenant shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clauses (2), (3), (4) or (5) above; or

                    (7) if a trustee, receiver or other custodian is appointed
for any substantial part of the assets of Tenant which appointment is not
vacated or effectively stayed within ten (10) Business Days; or

               (F) if Tenant shall default in the observance or performance of
any other term, covenant or condition of this Lease on Tenant's part to be
observed or performed and Tenant shall fail to remedy such default within thirty
(30) days after notice by Landlord to Tenant of such default; provided, however,
if such default is of such a nature that it can be remedied but cannot be
completely remedied within said period of thirty (30) days, Tenant shall not be
in default hereunder if (x) it commences to remedy such default within said
period of thirty (30) days and thereafter diligently prosecutes to completion
all steps necessary to remedy such default, and (y) the continuance of such
default would not subject Landlord, the lessor under a Superior Lease, or a
Mortgagee to criminal liability; or

               (G) If Landlord shall properly present the Letter of Credit, if
any, to the bank which issued the same in accordance with the provisions of
Article 31 hereof, and the bank shall fail to honor the Letter of Credit and pay
the proceeds thereof to Landlord for any reason whatsoever; or

               (H) If this Lease is assigned (or all or a portion of the
Premises are subleased) to a Related Entity and such Related Entity shall no
longer (i) control, (ii) be under common control with, or (iii) be under the
control of the named Tenant (or any permitted successor by merger, consolidation
or purchase as provided herein).

          Section 16.2 (A) If an Event of Default (i) described in Section
16.1(E) hereof shall occur, or (ii) described in Sections 16.1(A), (B), (C),
(D), (F), (G) or (H) shall occur and Landlord, at any time thereafter prior to
the curing of the Event of Default, at its option gives written notice to Tenant
stating that this Lease and the Term shall expire and terminate on the date
Landlord shall give Tenant such notice, which date shall be at least five (5)
Business Days after the date of sending of the notice to Tenant then this Lease
and the Term and all rights of Tenant under this Lease shall expire and
terminate as if the date on which the Event of Default described in clause (i)
above occurred or the date such notice is given to Tenant by Landlord were the
Fixed Expiration Date and Tenant immediately shall quit and surrender the
Premises, but Tenant shall nonetheless be liable for all of its obligations
hereunder, as provided in Articles 17 and 18 hereof. Anything contained herein
to the contrary notwithstanding, if such termination shall be stayed by order of
any court having jurisdiction over any proceeding described in Section 16.1(E)
hereof, or by federal or state statute, then, following the expiration of any
such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant
as debtor-in- possession shall fail to assume Tenant's obligations under this
Lease within the period prescribed therefor by law or within one hundred twenty
(120) days after entry of the order for relief or as

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<PAGE>

may be allowed by the court, or if said trustee, Tenant or Tenant as
debtor-in-possession shall fail to provide adequate protection of Landlord's
right, title and interest i n and to the Premises or adequate assurance of the
complete and continuous future performance of Tenant's obligations under this
Lease as provided in Section 12.3(B), Landlord, to the extent permitted by law
or by leave of the court having jurisdiction over such proceeding, shall have
the right, at its election, to terminate this Lease on five (5) days' notice to
Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration
of said five (5) day period this Lease shall cease and expire as aforesaid and
Tenant, Tenant as debtor-in- possession or said trustee shall immediately quit
and surrender the Premises as aforesaid.

               (B) If an Event of Default described in Section 16.1(A) hereof
shall occur, or this Lease shall be terminated as provided in Section 16.2(A)
hereof, Landlord, without notice, may reenter and repossess the Premises without
being liable to indictment, prosecution or damages therefor and may dispossess
Tenant by summary proceedings or otherwise.

          Section 16.3 If, at any time, (i) Tenant shall comprise two (2) or
more persons, or (ii) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
Lease shall have been assigned, the word "Tenant," as used in Section 16.1(E),
shall be deemed to mean any one or more of the persons primarily or secondarily
liable for Tenant's obligations under this Lease. Any monies received by
Landlord from or on behalf of Tenant during the pendency of any proceeding of
the types referred to in Section 16.1(E) shall be deemed paid as compensation
for the use and occupation of the Premises and the acceptance of any such
compensation by Landlord shall not be deemed an acceptance of Rental or a waiver
on the part of Landlord of any rights under Section 16.2.

                                   ARTICLE 17
                              REMEDIES AND DAMAGES

          Section 17.1 (A) If there shall occur any Event of Default, or this
Lease and the Term shall expire and come to an end as provided in Article 16
hereof:

                    (1) Tenant shall quit and peacefully surrender the Premises
to Landlord, and Landlord and its agents 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 without notice,
either by summary proceedings, or by any other applicable action or proceeding,
or by force or otherwise (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

                    (2) 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; provided, however, that
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, and no such refusal or failure shall

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operate to relieve Tenant of any liability under this Lease or otherwise affect
any such liability, and 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.

               (B) 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 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, 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.

          Section 17.2 (A) If this Lease and the Term shall expire and come to
an end as provided in Article 16 hereof, or by or under any summary proceeding
or any other action or proceeding, or if Landlord shall re-enter the Premises as
provided in Section 17.1, or by or under any summary proceeding or any other
action or proceeding, then, in any of said events:

                    (1) Tenant shall pay to Landlord all Fixed Rent, Escalation
Rent and other items of Rental 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;

                    (2) Tenant also shall be liable for and shall pay to
Landlord, as damages, any deficiency (referred to as "Deficiency") between the
Rental 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 clause (2) of Section 17.1 for
any part of such period (first deducting from the rents collected under any such
reletting all of Landlord's reasonable expenses in connection with the
termination of this Lease, Landlord's re-entry upon the Premises and with such
reletting including, but not limited to, all repossession costs, brokerage
commissions, legal expenses, reasonable attorneys' fees and disbursements,
alteration costs, contribution to work 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 Fixed Rent, Landlord shall be entitled to recover from Tenant
each monthly Deficiency as the same shall arise, and no suit to

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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

                    (3) whether or not Landlord shall have collected any monthly
Deficiency as aforesaid, Landlord shall be entitled to recover from Tenant, and
Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency as
and for liquidated and agreed final damages, a sum equal to the amount by which
the Rental 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, both discounted to present worth at the Base Rate
less the aggregate amount of Deficiencies theretofore collected by Landlord
pursuant to the provisions of clause (A) (2) of this Section 17.2 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.

               (B) 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 Section 17.2. Tenant shall in no event be entitled to
any rents collected or payable under any reletting, whether or not such rents
shall exceed the Fixed Rent reserved in this Lease. Solely for the purposes of
this Article 17, the term "Escalation Rent" as used in Section 17.2(A) shall
mean the Escalation Rent in effect immediately prior to the Expiration Date, or
the date of re-entry upon the Premises by Landlord, as the case may be, adjusted
to reflect any increase pursuant to the provisions of Article 27 hereof for the
Operating Year immediately preceding such event. Nothing contained in Article 16
hereof or this Article 17 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 this Section 17.2.

                                   ARTICLE 18
                                FEES AND EXPENSES

          Section 18.1 If Tenant shall default under this Lease, or if Tenant
shall fail to comply with its obligations under this Lease and the preservation
of property or the safety of any tenant, occupant or other person is threatened,
Landlord may (1) perform the same for the account of Tenant, or (2) make any
reasonable expenditure or incur any obligation for the payment of money,
including, but not limited to, reasonable attorneys' fees and disbursements in
instituting, prosecuting or defending any action or proceeding, and the cost
thereof, with interest thereon at the Applicable Rate from the date Tenant is
presented with a bill or statement, shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Landlord within ten (10) days of
rendition of any bill or statement to Tenant therefor.

          Section 18.2 If Tenant shall fail to pay any installment of Fixed
Rent, Escalation Rent or any other item of Rental within three (3) days after
same is due, Tenant shall pay to Landlord, in addition to such installment of
Fixed Rent, Escalation Rent or other item of

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Rental, as the case may be, as a late charge and as additional rent, a sum equal
to interest at the Applicable Rate on the amount unpaid, computed from the date
three (3) days after the date such payment was due to and including the date of
payment.

                                   ARTICLE 19
                         NO REPRESENTATIONS BY LANDLORD

          Landlord and Landlord's agents have made no representations or
promises with respect to the Building, the Real Property or 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.
Tenant shall accept possession of the Premises in the condition which shall
exist on the Commencement Date "as is," and Landlord shall have no obligation to
perform any work or make any installations in order to prepare the Premises for
Tenant's occupancy, other than Landlord's Work. Landlord hereby represents and
warrants that as of the date hereof to its knowledge there exists no violations
of any Requirements with respect to the Premises that would not be corrected by
the demolition of the existing improvements in the Premises or the performance
of the Initial Alterations.

                                   ARTICLE 20
                                   END OF TERM

          Upon the expiration or other termination of this Lease, Tenant shall
quit and surrender to Landlord the Premises, vacant, broom clean, in good order
and condition, ordinary wear and tear and damage for which Tenant is not
responsible under the terms of this Lease excepted, and Tenant shall remove all
of its property as may be required pursuant to Article 3 hereof; this obligation
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. Tenant expressly waives, for
itself and for any person claiming through or under Tenant, any rights which
Tenant or any such person may have under the provisions of Section 2201 of the
New York Civil Practice Law and Rules and of any successor law of like import
then in force in connection with any holdover or summary proceedings which
Landlord may institute to enforce the foregoing provisions of this Article 20.

                                   ARTICLE 21
                                 QUIET ENJOYMENT

          Provided no Event of Default has occurred and is continuing, Tenant
may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms
and conditions of this Lease including, but not limited to, Section 37.2 hereof
and Article 7 hereof, including, without limitation, all Superior Leases and
Mortgages.

                                   ARTICLE 22
                           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 nature and
purpose then in force and further waives the right to recover any damages which
may result from Landlord's failure for any reason to deliver possession of the
Premises on the date set forth in Section 1.1 hereof for the

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commencement of the Term. If the Commencement Date shall not occur on or prior
to August 17, 2000, and provided that Tenant is not responsible for such
non-occurrence, except as hereinafter provided, the Rent Commencement Date and
the Fixed Expiration Date shall each be postponed by one day for each day
subsequent to August 17, 2000 that Landlord fails to deliver possession of the
Premises to Tenant. No such failure to give possession on the date set forth in
Section 1.1 hereof for the commencement of the Term or on the Commencement 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 the same be construed in any way to extend
the Term except as provided in this Article 22; provided however, that if the
Commencement Date shall not have occurred on or prior to September 1, 2000,
Tenant may elect to terminate this Lease by notice to Landlord given by
September 5, 2000. If Tenant shall terminate this Lease in a timely fashion as
aforesaid, this Lease shall terminate on the date Landlord shall receive such
notice and neither Landlord nor Tenant shall have any further rights or
obligations hereunder except those that expressly survive such termination. If
Tenant shall not terminate this Lease in a timely fashion as aforesaid, this
Lease shall continue in full force and effect in accordance with its terms.

                                   ARTICLE 23
                                    NO WAIVER

          Section 23.1 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.

          Section 23.2 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 of the force and effect
of an original violation. The receipt by Landlord or payment by Tenant of Fixed
Rent, Escalation Rent or any other item of Rental 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 or any other tenant in the Building shall not
be deemed a waiver of any such Rules and Regulations. No provision of this Lease
shall be deemed to have been waived by Landlord or Tenant, unless such waiver be
in writing signed by Landlord or Tenant, as the case may be. No payment by
Tenant or receipt by Landlord of a lesser amount than the monthly Fixed Rent or
other item of Rental herein stipulated shall be deemed to be other than on
account of the earliest stipulated Fixed Rent or other item of Rental, 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 Fixed Rent or other

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<PAGE>

item of Rental 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 Fixed Rent or other item of Rental or pursue any other remedy in
this Lease provided. This Lease contains the entire agreement between the
parties and all prior negotiations and agreements are merged herein. Any
executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of this Lease 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.

                                   ARTICLE 24
                             WAIVER OF TRIAL BY JURY

          The respective parties hereto shall and they hereby do waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties
hereto against the other (except for personal injury or property damage) on any
matters whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
or for the enforcement of any remedy under any statute, emergency or otherwise.
If Landlord commences any summary proceeding against Tenant, Tenant will not
interpose any counterclaim of whatever nature or description in any such
proceeding (unless failure to impose such counterclaim would preclude Tenant
from asserting in a separate action the claim which is the subject of such
counterclaim), and will not seek to consolidate such proceeding with any other
action which may have been or will be brought in any other court by Tenant.

                                   ARTICLE 25
                              INABILITY TO PERFORM

          Except as provided herein, this Lease and the obligation of Tenant to
pay Rental hereunder and perform all of the other covenants and agreements
hereunder on the part of Tenant to be performed shall in no wise 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 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 Requirements of any Governmental Authority or by reason of the conditions of
supply and demand which have been or are affected by war or other emergency
("Unavoidable Delays"). Landlord shall promptly notify Tenant of any Unavoidable
Delay which prevents Landlord from fulfilling any of its obligations under this
Lease.

                                   ARTICLE 26
                                BILLS AND NOTICES

          Except as otherwise expressly provided in this Lease, any bills,
statements, consents, notices, demands, requests or other communications given
or required to be given under this Lease shall be in writing and shall be deemed
sufficiently given or rendered if

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delivered by hand (against a signed receipt) or if sent by registered or
certified mail (return receipt requested) addressed

          if to Tenant (a) at Tenant's address set forth in this Lease, if
mailed prior to Tenant's taking possession of the Premises, or (b) at the
Building, if mailed subsequent to Tenant's taking possession of the Premises, or
(c) at any place where Tenant or any agent or employee of Tenant be found if
mailed subsequent to Tenant's vacating, deserting, abandoning or surrendering
the Premises, in each case with a copy to Schulte Roth & Zabel LLP, 900 Third
Avenue, New York, New York 10022, attention: Robert S. Nash, Esq., or,

          if to Landlord at Landlord's address set forth in this Lease, Attn:
Office of the Chief Investment Officer, Senior Vice President, and with copies
to (x) Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019, Attn.:
Robert I. Bressman, Esq. and (y) any Mortgagee or Lessor which shall have
requested same, by notice given in accordance with the provisions of this
Article 26 at the address designated by such Mortgagee or Lessor, or

to such other address(es) as either Landlord or Tenant may designate as its new
address(es) for such purpose by notice given to the other in accordance with the
provisions of this Article 26. Any such bill, statement, consent, notice,
demand, request or other communication shall be deemed to have been rendered or
given on the date when it shall have been hand delivered or three (3) Business
Days from when it shall have been mailed as provided in this Article 26.

                                   ARTICLE 27
                                   ESCALATION

          Section 27.1 For the purposes of this Article 27, the following terms
shall have the meanings set forth below.

               (A) "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.

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

               (C) "Base Operating Year" shall mean the calendar year ending
December 31, 2000, except with respect to the Renewal Term the "Base Operating
Year" shall mean the calendar year ending on December 31st of the calendar year
in which the Fixed Expiration Date shall occur.

               (D) "Base Taxes" shall mean the Taxes for the Tax Year commencing
July 1, 2000 and ending June 30, 2001, except with respect to the Renewal Term
"Base Taxes" shall mean the Taxes for the Tax Year commencing July 1 of the year
in which the Fixed Expiration Date shall occur and ending June 30th of the
following calendar year.

               (E) (1) "Operating Expenses" shall mean the aggregate of those
costs and expenses without duplication (and taxes, if any, thereon, including,
without limitation, sales and value- added taxes) paid or incurred by or on
behalf of Landlord (whether directly or through

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independent contractors) in respect of the Operation of the Property which are
properly chargeable to the Operation of the Property together with and including
(without limitation) the costs of gas, oil, steam, water, sewer rental,
electricity (for the portions of the Real Property not leased to and occupied by
tenants or available for occupancy), HVAC and other utilities furnished to the
Building and utility taxes, and the expenses incurred in connection with the
Operation of the Property such as insurance premiums, attorneys' fees and
disbursements (exclusive of any such fees and disbursements incurred in applying
for any reduction of Taxes) and auditing and other professional fees and
expenses, but specifically excluding:

                         (a) Taxes,

                         (b) franchise or income taxes imposed upon Landlord,

                         (c) debt service payments on Mortgages,

                         (d) all leasing costs, including leasing and brokerage
commissions and similar fees, and accounting and appraisal fees relating to
determinations of fair market rent,

                         (e) capital improvements (except as otherwise provided
herein) and the cost, if any, of removing asbestos or any other hazardous
material or waste from the Building,

                         (f) the cost of electrical energy consumed in any space
within the Building leased or available for lease to tenant(s) and any survey
costs or submetering or submeter reading costs incurred in connection therewith,

                         (g) the cost of tenant installations, tenant allowances
or tenant inducements incurred in connection with preparing space for a tenant,

                         (h) salaries, including without limitation wages,
fringe benefits and all other compensation, of personnel above the grade of
building manager and such building manager's supervisor,

                         (i) rent paid under Superior Leases,

                         (j) any expense for which Landlord is otherwise
compensated through the proceeds of insurance or is otherwise compensated,
including but not limited to reimbursement by any tenant (including Tenant), or
any expense of the Building for services in excess of the services Landlord is
obligated to furnish to Tenant hereunder,

                         (k) legal fees, disbursements and other costs incurred
in connection with any negotiation of, or disputes arising out of, any space
lease or proposed space lease in the Building,

                         (l) depreciation, except as provided herein,

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                         (m) Landlord's advertising and promotional costs to
advertise available space in the Building,

                         (n) the portion of any fee or expenditure paid to any
Affiliate of Landlord which exceeds the amount which would be paid for
comparable services and/or goods in the absence of such relationship,

                         (o) auditing fees in connection with tenant (including
Tenant) disputes,

                         (p) payments made to tenants to take over leases,

                         (q) to the extent any costs that are otherwise
includable in Operating Expenses are incurred with respect to the Building and
other buildings owned or managed by Landlord, the amounts that are properly
allocable to such other buildings shall be excluded from Operating Expenses,

                         (r) expense of abatement or removal of hazardous
substances in the Real Property or any part thereof,

                         (s) costs incurred in connection with the financing or
refinancing of the Real Property, or a sale or transfer of all or any portion of
the Real Property (including the acquisition or sale of air rights, transferable
development rights, easements or other real property interests) or any interest
therein or in any Person of whatever tier owing an interest therein;

                         (t) costs and expenses incurred in connection with the
enforcement of leases, including court costs, accounting fees, auditing fees,
attorneys fees and disbursements in connection with any summary proceeding to
disposes any tenant;

                         (u) costs and expenses incurred in connection with
procuring tenants, including lease concessions, lease takeover or rental
assumption obligations, architectural costs, engineering, fees and other similar
professional costs and legal fees in connection with lease negotiations;

                         (v) damages and attorneys' fees and disbursements and
any other costs in connection with any proceeding, judgment, settlement or
arbitration award resulting from any liability of Landlord and fines or
penalties due to Landlord's gross negligence or wrongful acts, including
deductibles under any insurance policies covering such liabilities;

                         (w) any compensation paid to clerks, attendants or
other persons in commercial concessions operated by Landlord not for the general
benefit of all tenants of the Building;

                         (x) fines or penalties resulting from the violation by
Landlord of any Requirements;

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                         (y) the cost of installing, operating and maintaining
any specialty facility such as an observatory, broadcasting facilities, luncheon
club, athletic or recreational club, child care or similar facility, auditorium,
cafeteria or dining facility or conference center, or making any additions to,
or building additional stories on, the Building or its plazas, or adding
buildings or other structures adjoining the Building, or connecting the Building
to other structures adjoining the Building; provided, however, that if any of
the foregoing items shall be installed, operated or maintained for the benefit
of the tenants of the Building, the cost of such items (other than the
construction and installation thereof) shall not be excluded from inclusion in
the definition of "Operating Expenses" set forth above.

                         (z) the cost of acquiring, leasing, installing,
maintaining displaying, protecting, insuring, restoring or renewing works of art
or temporary exhibitions located at or within the Building;

                         (aa) costs relating to withdrawal liability or unfunded
pension liability under the Multi-Employer Pension Plan Act or other Legal
Requirement;

                         (bb) cost of any capital improvement made to comply
with a Requirement the violation of which is in existence as of the date hereof.

          except, however, that if Landlord is not furnishing any particular
work or service (the cost of which if performed by Landlord would constitute an
Operating Expense) to a tenant who has undertaken to perform such work or
service in lieu of the performance thereof by Landlord, Operating Expenses shall
be deemed to be increased by an amount equal to the additional Operating
Expenses which reasonably would have been incurred during such period by
Landlord if it had furnished such work or services to such tenant. Any costs
incurred in performing work or furnishing services for any tenant (including
Tenant), whether at such tenant's or Landlord's expense, to the extent that such
work or service is in excess of any work or service that Landlord is obligated
to furnish to Tenant at Landlord's expense shall be deducted from Operating
Expenses otherwise chargeable to the Operation of the Property. Any insurance
proceeds received with respect to any item previously included as an Operating
Expense shall be deducted from Operating Expenses for the Operating Year in
which such proceeds are received; provided, however, to the extent any insurance
proceeds are received by Landlord in any Operating Year with respect to any item
which was included in Operating Expenses during the Base Operating Year, the
amount of insurance proceeds so received shall be deducted from Base Operating
Expenses and (x) the Base Operating Expenses shall be retroactively adjusted to
reflect such deduction and (y) all retroactive Operating Payments resulting from
such retroactive adjustment shall be due and payable when billed by Landlord.
Until such time as the electricity supplied to each floor of the Building and
the common and public areas of the Building (including, without limitation, the
Building Systems) shall be separately metered or submetered, Operating Expenses
shall include an amount equal to (i) Landlord's cost per kilowatt hour
(utilizing the electrical rates applicable to the Building including energy
charges, demand charges, time-of-day charges, fuel adjustment charges, rate
adjustment charges, sales tax and any other factors used by the public utility
in computing its charges to Landlord) of furnishing electric current to the
entire Building, multiplied by (ii) the number of kilowatt hours of electric
current furnished to the public and common areas of the Building (including,
without limitation,

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the Building Systems) and other areas not available for occupancy as determined
by a survey prepared by an independent, reputable electrical engineer selected
by Landlord; and

                    (2) In determining the amount of Operating Expenses for any
Operating Year, including, without limitation, the Base Operating Year, if less
than all of the Building rentable area shall have been occupied by tenant(s) at
any time during any such Operating Year, Operating Expenses shall be determined
for such Operating Year to be an amount equal to the like expenses which would
normally be expected to be incurred had all such areas been occupied throughout
such Operating Year.

                    (3) (i) If any capital improvement is made during any
Operating Year in order to comply with a Requirement or in lieu of a repair,
then the cost of such improvement shall be included in Operating Expenses for
the Operating Year in which such improvement was made; provided, however, to the
extent the cost of such improvement is required to be capitalized for federal
income tax purposes, such cost shall be amortized over the useful economic life
of such improvement as reasonably estimated by Landlord, and the annual
amortization, together with interest thereon at the then Base Rate, of such
improvement shall be deemed an Operating Expense in each of the Operating Years
during which such cost of the improvement is amortized.

                         (ii) If any capital improvement is made during any
Operating Year either for the purpose of saving or reducing Operating Expenses
(as, for example, a labor-saving improvement), then the cost of such improvement
shall be included in Operating Expenses for the Operating Year in which such
improvement was made, unless such cost shall exceed such savings in Operating
Expenses for such Operating Year, in which case only an amount equal to the
savings shall be included; provided, however, in either event, such cost shall
be amortized over such period of time as Landlord reasonably estimates such
savings or reduction in Operating Expenses will equal the cost of such
improvement and the annual amortization, together with interest thereon at the
then Base Rate, of such improvement shall be deemed an Operating Expense in each
of the Operating Years during which such cost of the improvement is amortized.

               (F) "Operating Statement" shall mean a statement in reasonable
detail setting forth a comparison of the Operating Expenses for an Operating
Year with the Base Operating Expenses and the Escalation Rent for the preceding
Operating Year pursuant to the provisions of this Article 27.

               (G) "Operating Year" shall mean the calendar year within which
the Commencement Date occurs and each subsequent calendar year for any part or
all of which Escalation Rent shall be payable pursuant to this Article 27.

               (H) "Taxes" shall mean the aggregate amount of real estate taxes
and any general or special assessments (exclusive of penalties and interest
thereon) imposed upon the Real Property (including, without limitation, (i)
assessments made upon or with respect to any "air" and "development" rights now
or hereafter appurtenant to or affecting the Real Property, (ii) any fee, tax or
charge imposed by any Governmental Authority for any vaults, vault space or
other space within or outside the boundaries of the Real Property, and (iii) any
taxes or

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<PAGE>

assessments levied after the date of this Lease in whole or in part for
public benefits to the Real Property or the Building, including any Business
Improvement District taxes and assessments) without taking into account any
discount that Landlord may receive by virtue of any early payment of Taxes or on
account of any exemption or abatements of Taxes to which the Real Property is
entitled; provided, that if because of any change in the taxation of real
estate, any other tax or assessment, however denominated (including, without
limitation, any franchise, income, profit, sales, use, occupancy, gross receipts
or rental 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 any
of the foregoing Taxes, such other tax or assessment shall be deemed part of
Taxes computed as if Landlord's sole asset were the Real Property. With respect
to any Tax Year, all reasonable 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 Tax Year. Anything contained herein to
the contrary notwithstanding, Taxes shall not be deemed to include (i) any taxes
on Landlord's income, (ii) franchise taxes, (iii) estate or inheritance taxes or
(iv) any similar taxes imposed on Landlord, unless such taxes are levied,
assessed or imposed in lieu of or as a substitute for the whole or any part of
the taxes, assessments, levies, impositions which now constitute Taxes. In
determining the amount of Taxes for any Tax Year (or for the partial calendar
years in which the Term shall commence or expire), Taxes payable in such Tax
Year shall be apportioned for the portions of the Tax Years occurring within
such partial years.

               (I) "Tax Statement" shall mean a statement setting forth a
comparison of Taxes for a Tax Year with the Base Taxes and the Tax Payment due
for such Tax Year pursuant to the provisions of this Article 27.

               (J) "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), any portion of which occurs
during the Term.

          Section 27.2 (A) If the Taxes payable for any Tax Year (any part or
all of which falls within the Term) shall represent an increase above the Base
Taxes, then Tenant shall pay as additional rent for such Tax Year and continuing
thereafter until a new Tax Statement is rendered to Tenant, Tenant's Share of
such increase (the "Tax Payment"). Tenant shall not be entitled to any credit
against any Tax Payment on account of any discount that Landlord may receive by
virtue of any early payment of Taxes or on account of any exemptions or
abatements of Taxes to which the Real Property is entitled, attributable, in
whole or in part, to any other real property owned by Landlord or any affiliate
or any property with respect to which Landlord or such affiliate is the lessee
under any ground or underlying lease, and Taxes shall be calculated without
taking into account any such discounts, exemptions or abatements. The Taxes
shall be computed initially on the basis of the Assessed Valuation in effect at
the time the Tax 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 Section
27.3 (A) hereof.

               (B) At any time during or after the Term, Landlord may render to
Tenant a Tax Statement or Statements showing (i) a comparison of the Taxes for a
Tax Year

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with the Base Taxes and (ii) the amount of the Tax Payment resulting
from such comparison. Tenant shall pay Landlord, in two (2) equal installments,
in advance, on June 10th and December 10th of each year, the Tax Payment shown
thereon. If Taxes are required to be paid in full or on any other date or dates
than as presently required by the Governmental Authority imposing the same, then
the due date of the installments of the Tax Payment shall be correspondingly
accelerated or revised so that the Tax Payment (or the two (2) installments
thereof) is due at least twenty (20) days prior to the date the corresponding
payment is due to the Governmental Authority. If the Tax Year established by The
City of New York shall be changed, any Taxes for the Tax Year prior to such
change which are included within the new Tax Year and which were the subject of
a prior Tax Statement shall be apportioned for the purpose of calculating the
Tax Payment payable with respect to such new Tax Year. Landlord's failure to
render a Tax Statement during or with respect to any Tax Year shall not
eliminate or reduce Tenant's obligation to make Tax Payments pursuant to this
Article 27 for such Tax Year, and shall not prejudice Landlord's right to render
a Tax Statement during or with respect to any subsequent Tax Year. Upon written
request, but not more often than once a year, Landlord shall furnish Tenant with
a reproduced copy of the tax bill (or receipted bill) for the Taxes for the
current or next succeeding Tax Year (if theretofore issued by the Governmental
Authority).

               (C) The Tax Payment shall be pro rated for any partial Tax Year
in which the Term of this Lease shall expire. If a Tax Statement is furnished to
Tenant after the commencement of the Tax Year in respect of which such Tax
Statement is rendered, Tenant shall within ten (10) Business Days thereafter,
pay to Landlord an amount equal to the amount of any underpayment of the Tax
Payment with respect to such Tax Year and, in the event of an overpayment,
Landlord shall either pay to Tenant or, at Landlord's election, credit against
subsequent payments of Fixed Rent, the amount of Tenant's overpayment.

          Section 27.3 (A) Only Landlord shall be eligible to institute tax
reduction or other proceedings to reduce the Assessed Valuation. In the event
that, after a Tax Statement has been sent to Tenant, an Assessed Valuation which
had been utilized in computing the Taxes for a Tax Year other than the Base Tax
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 Tax Statement adjusting the Taxes for such
Tax Year (taking into account the expenses mentioned in Section 27.1(H)) and
setting forth Tenant's Share of such refund and Tenant shall be entitled to
receive such Share by way of a credit against the Fixed Rent next becoming due
after the sending of such Tax Statement or, if no further Fixed Rent shall be
due, enclosing payment of the amount of Tenant's Share of such refund to Tenant,
provided, however, that Tenant's Share of such refund shall be limited to the
portion of the Tax Payment, if any, which Tenant had theretofore paid to
Landlord attributable to increases in Taxes for the Tax Year to which the refund
is applicable on the basis of the Assessed Valuation before it had been reduced.

               (B) In the event that, after a Tax 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 the Base Taxes shall be retroactively adjusted to
reflect such reduction, and all Tax Payments shall be calculated with giving
effect to such reduction in the Assessed Valuation with respect to such Base
Taxes.

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               (C) Any Tax Statement sent to Tenant shall be conclusively
binding upon Tenant unless, within ninety (90) days after such Tax Statement is
sent, Tenant shall send a written notice to Landlord objecting to such Tax
Statement and specifying the respects in which such Tax Statement is disputed.
If such notice is sent, provided Tenant shall have paid to Landlord when due the
amount shown on any such Tax Statement, as provided in Section 27.2 hereof,
Tenant (together with its independent certified public accounting firm
reasonably satisfactory to Landlord) may examine Landlord's books and records
relating to the Taxes of the Property to determine the accuracy of the Tax
Statement. Tenant recognizes the confidential nature of such books and records
and agrees to maintain the information obtained from such examination in strict
confidence.

          Section 27.4 (A) If the Operating Expenses for any Operating Year (any
part or all of which falls within the Term) shall be greater than the Base
Operating Expenses, then Tenant shall pay as additional rent for such Operating
Year and continuing thereafter until a new Operating Statement is rendered to
Tenant, Tenant's Share of such increase (the "Operating Payment") as hereinafter
provided.

               (B) At any time during or within two (2) years after the Term,
Landlord may render to Tenant an Operating Statement or Statements showing (i) a
comparison of the Operating Expenses for the Operating Year in question with the
Base Operating Expenses, and (ii) the amount of the Operating Payment resulting
from such comparison. Landlord's failure to render an Operating Statement during
or with respect to any Operating Year in question shall not prejudice Landlord's
right to render an Operating Statement during or with respect to any subsequent
Operating Year, and shall not eliminate or reduce Tenant's obligation to make
payments of the Operating Payment pursuant to this Article 27 for such Operating
Year.

               (C) On the first day of the month following the furnishing to
Tenant of an Operating Statement, Tenant shall pay to Landlord a sum equal to
1/12th of the Operating Payment shown thereon to be due for the preceding
Operating Year multiplied by the number of months (and any fraction thereof) of
the Term then elapsed since the commencement of such Operating Year in which
such Operating Statement is delivered, less Operating Payments and any Tentative
Monthly Escalation Charge theretofore made by Tenant for such Operating Year and
thereafter, commencing with the then current monthly installment of Fixed Rent
and continuing monthly thereafter until rendition of the next succeeding
Operating Statement, Tenant shall pay on account of the Operating Payment for
such Year an amount equal to 1/12th of the operating Payment shown thereon to be
due for the preceding Operating Year. Any Operating Payment shall be collectible
by Landlord in the same manner as Fixed Rent.

               (D) (1) As used in this Section 27.4, (i) "Tentative Monthly
Escalation Charge" shall mean a sum equal to 1/12th of the product of (a)
Tenant's Share, and (b) the difference between (x) the Base Operating Expenses
and (y) Landlord's reasonable good faith estimate of Operating Expenses for the
Current Year, and (ii) "Current Year" shall mean the Operating Year in which a
demand is made upon Tenant for payment of a Tentative Monthly Escalation Charge.

                    (2) At any time in any Operating Year, Landlord, at its
option, in lieu of the payments required under Section 27.4(C) hereof, may
demand and collect from

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Tenant, as additional rent, a sum equal to the Tentative Monthly Escalation
Charge multiplied by the number of months in said Operating Year preceding the
demand and reduced by the sum of all payments theretofore made under Section
27.4(C) with respect to said Operating Year, and thereafter, commencing with the
month in which the demand is made and continuing thereafter for each month
remaining in said Operating Year, the monthly installments of Fixed Rent shall
be deemed increased by the Tentative Monthly Escalation Charge. Any amount due
to Landlord under this Section 27.4(D) may be included by Landlord in any
Operating Statement rendered to Tenant as provided in Section 27.4(B) hereof.

               (E) (1) After the end of the Current Year and at any time that
Landlord renders an Operating Statement or Statements to Tenant as provided in
Section 27.4(B) hereof with respect to the comparison of the Operating Expenses
for said Operating Year or Current Year, with the Base Operating Expenses, as
the case may be, the amounts, if any, collected by Landlord from Tenant under
Section 27.4(C) or (D) on account of the Operating Payment or the Tentative
Monthly Escalation Charge, as the case may be, shall be adjusted, and, if the
amount so collected is less than or exceeds the amount actually due under said
Operating Statement for the Operating Year, a reconciliation shall be made as
follows: Tenant shall be debited with any Operating Payment shown on such
Operating Statement and credited, or, if no further Fixed Rent shall be payable
hereunder, shall be paid to Tenant with the amounts, if any, paid by Tenant on
account in accordance with the provisions of subsection (C) and subsection
(D)(2) of this Section 27.4 for the Operating Year in question. Tenant shall pay
any net debit balance to Landlord within fifteen (15) days next following
rendition by Landlord of an invoice for such net debit balance; any net credit
balance shall be applied against the next accruing monthly installments of Fixed
Rent, or, if no further Fixed Rent shall be payable, shall be paid to Tenant.

                    (2) If the sum of the Tentative Monthly Escalation Charges
and payments made by Tenant in accordance with subsection (C) of this Section
27.4 for any Operating Year shall have exceeded the Operating Payment for such
Operating Year by more than ten percent (10%), interest at the Applicable Rate
on the portion of the overpayment that exceeds the applicable Operating Payment
by more than ten percent (10%) determined as of the respective dates of such
payments by Tenant and calculated from such respective dates to the dates on
which such amounts are credited against the monthly installments of Fixed Rent,
shall be so credited. Any amount owing to Tenant subsequent to the Term shall be
paid to Tenant within ten (10) Business Days after a final determination has
been made of the amount due to Tenant.

               Section 27.5 Any Operating Statement sent to Tenant shall be
conclusively binding upon Tenant unless, within ninety (90) days after such
Statement is sent, Tenant shall send a written notice to Landlord objecting to
such Statement and specifying the respects in which such Statement is disputed.
If such notice is sent, provided Tenant shall have paid to Landlord when due the
amount shown on any such Operating Statement, as provided in Section 27.4
hereof, Tenant (together with its independent certified public accounting firm
reasonably satisfactory to Landlord) may examine Landlord's books and records
relating to the Operation of the Property to determine the accuracy of the
Operating Statement. Tenant recognizes the confidential nature of such books and
records and agrees to maintain the information obtained from such examination in
strict confidence. If after such examination, Tenant still disputes such

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Operating Statement, either party may refer the decision of the issues raised to
a reputable independent firm of certified public accountants, selected by
Landlord and approved by Tenant, which approval shall not be unreasonably
withheld or delayed as long as such certified public accounting firm is one of
the so-called "big-five" public accounting firms, and the decision of such
accountants shall be conclusively binding upon the parties. The fees and
expenses involved in such decision shall be borne by the unsuccessful party (and
if both parties are partially successful, such fees and expenses shall be
apportioned between Landlord and Tenant in inverse proportion to the amount by
which such decision is favorable to each party). Notwithstanding the giving of
such notice by Tenant, and pending the resolution of any such dispute, Tenant
shall pay to Landlord when due the amount shown on any such Operating Statement,
as provided in Section 27.4 hereof.

          Section 27.6 The expiration or termination of this Lease during any
Operating Year or Tax Year shall not affect the rights or obligations of the
parties hereto respecting payments of Escalation Rent for such Operating Year or
Tax Year and any Operating Statement or Tax Statement relating to such
Escalation Rent, may be sent to Tenant subsequent to, and all such rights and
obligations shall survive, any such expiration or termination. In determining
the amount of Escalation Rent for the Operating Year and Tax Year in which the
Term shall expire, the payment of Escalation Rent for such Operating Year and
Tax Year shall be prorated based on the number of days of the Term which fall
within such Operating Year and Tax Year. Any payments due under such Operating
Statement or Tax Statement shall be payable within twenty (20) days after such
Statement is sent to Tenant.

                                   ARTICLE 28
                                    SERVICES

          Section 28.1 (A) Landlord shall provide passenger elevator service to
the Premises on twenty-four hours per day, seven days per week, three hundred
sixty-five days per year, subject to interruption and cessation due to
Unavoidable Delays, Requirements and insurance requirements.

               (B) Commencing on the Commencement Date, there shall be one (1)
freight elevator serving the Premises on call on a "first come, first served"
basis on Business Days from 8:00 a.m. to 5:00 p.m., and on a reservation, "first
come, first served" basis from 5:00 p.m. to 8:00 a.m. on Business Days and at
any time on days other than Business Days. If Tenant shall use the freight
elevators (subject to availability) serving the Premises between 5:00 p.m. and
8:00 a.m. on Business Days or at any time on any other days, Tenant shall pay
Landlord additional rent for such use at Landlord's standard rates. Tenant
acknowledges that such charge by Landlord for the freight elevator service may
be increased from time to time during the term hereof based on increases in
Landlord's cost to provide such service. The foregoing notwithstanding, in
connection with (x) the performance of any Alterations, including, without
limitation, the Initial Alterations, (y) Tenant's initial move of Tenant's
Property into the Premises and (z) delivery to or from the Premises of large or
bulky deliveries, Tenant shall only be permitted to use the freight elevators
(subject to availability) serving the Premises between 5:00 p.m. and 8:00 a.m.
on Business Days or at any time on Saturdays and Sundays on a non-exclusive,
non-discriminatory basis, and shall pay Landlord additional rent for such use at
Landlord's standard rates.

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          Section 28.2 Landlord and Tenant acknowledge and agree that air
conditioning shall be furnished to the Premises through the 60 ton package unit
installed by Landlord as part of Landlord's Work in accordance with the
specification attached hereto as Exhibit B. Landlord, commencing on the date on
which Tenant shall occupy the Premises for the conduct of its business (the
"Business Date"), shall furnish (i) to the points of entry to the Premises
through the HVAC System, heating to the Premises from 8:00 a.m. to 6:00 p.m. on
Business Days from October 14 through May 15 when required for comfortable
occupancy and (ii) a sufficient quantity of condenser water to the unit
referenced in the preceding sentence. In connection with such unit, Tenant shall
pay Landlord (i) a one-time "tap-in" fee of $1,500 per tap, and (ii) for the
supply of all condenser water, within ten (10) days after rendition of a bill
therefor, the annual charge of $585 per ton of cooling capacity of the unit so
connected. Such per ton charge shall be increased or decreased (but not below
the amount therefor as of the Commencement Date) on each anniversary of the
Commencement Date by the percentage increase or decrease, if any, in the actual
costs incurred by Landlord to provide such condenser water on each such
anniversary of the Commencement Date over the cost to Landlord of providing same
on the Commencement Date. Tenant agrees to accept said unit in its "as is"
condition on the Commencement Date, and agrees that Landlord has made no
representation or warranties with respect to such unit except said unit shall be
in working order on the Commencement Date. Tenant shall be solely responsible
for the repair, maintenance, and, if necessary, the replacement thereof;
provided however, that such units shall remain the property of Landlord. Tenant
acknowledges and agrees that other than delivery of the unit in working order
and the furnishing of the condenser water as set forth above, Landlord shall
have no obligation or liability with respect to the furnishing of HVAC to the
Premises; provided however, that Landlord shall deliver to Tenant an assignment
of any warranty or guaranty in effect with regard to the HVAC unit and the
installation thereof not later than ten (10) days after (i) the Commencement
Date, to the extent any such warranty or guaranty shall have been received by
Landlord prior thereto, or (ii) Landlord's receipt of any such warranty or
guaranty, if received by Landlord after the Commencement Date, which assignment
shall remain in effect throughout the Term so long as no Event of Default shall
have occurred hereunder. Landlord, throughout the Term, upon reasonable notice
(which may be oral), shall have free access to any and all mechanical
installations of Landlord, including but not limited to, air-cooling, fan,
ventilating and machine rooms and electrical closets. Tenant shall not construct
partitions or other obstructions which may materially interfere with Landlord's
free access thereto, or interfere with the moving of Landlord's equipment to and
from the enclosures containing said installations.

          Section 28.3 The Fixed Rent does not reflect or include any charge to
Tenant for the furnishing of any necessary freight elevator facilities to the
Premises during periods ("Overtime Periods") other than the hours and days set
forth above. Accordingly, if Landlord shall furnish any such freight elevator
facilities (except as provided in Section 28.1(B) hereof) to the Premises at the
request of Tenant during Overtime Periods, Tenant shall pay Landlord additional
rent for such freight elevator service, including the services of the operator
thereof, as set forth in Section 28.1(B) hereof, subject to increase as provided
herein. Such rates may be proportionately increased commencing January 1, 2001
and thereafter on each subsequent January 1st of each calendar year by the
percentage increase in the Consumer Price Index in effect on such date during
the previous year to that in effect on such date during such calendar year.
Landlord shall not be required to furnish any such services during any Overtime

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Periods unless Landlord has received advance notice from Tenant requesting such
services prior to 2:00 p.m. of the day upon which such services are requested or
by 2:00 p.m. of the last preceding Business Day if such Overtime Periods are to
occur on a day other than a Business Day. If Tenant fails to give Landlord such
advance notice, then, failure by Landlord to furnish any such services during
such Overtime Periods shall not constitute an actual or constructive eviction,
in whole or in part, or entitle Tenant to any abatement or diminution of Rental,
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.

          Section 28.4 Provided Tenant shall keep the Premises in order,
Landlord, at Landlord's expense, subject to recoupment pursuant to Article 27
hereof, commencing on the Business Date, shall cause the Premises, excluding any
portions of the Premises used for any private or non-core lavatories or the
storage, preparation, service or consumption of food or beverages, to be
cleaned, substantially in accordance with the standards set forth in Schedule B
annexed hereto and made a part hereof. If, however, any additional cleaning of
the Premises is to be done by Tenant, it shall be done at Tenant's sole expense,
in a manner reasonably 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 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. Bills for the same shall be rendered by Landlord to
Tenant at such time as Landlord may elect and shall be due and payable within
fifteen (15) days of receipt of same by Tenant as additional rent. Tenant, at
Tenant's expense, shall cause all portions of the Premises used for the storage,
preparation, service or consumption of food or beverages to be cleaned daily in
a manner satisfactory to Landlord, and to be exterminated against infestation by
vermin, rodents or roaches regularly and, in addition, whenever there shall be
evidence of any infestation. Tenant shall not permit any person to enter the
Premises or the Building for the purpose of providing such extermination
services, other than persons first approved by Landlord, such approval not to be
withheld unreasonably.

          Section 28.5 If the "sprinkler system" installed in the Building or
any of its appurtenances 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 Insurance Services Office or any bureau, department or
official of the state or city government shall require that any changes,
modifications, alterations or additional sprinkler heads or other equipment be
made or supplied by reason of Tenant's particular business, or the Alterations
made by Tenant, or the location of the partitions, trade fixtures, or other
contents of the Premises placed by or on behalf of Tenant, Landlord shall, at
Tenant's reasonable expense, promptly make and supply such changes,
modifications, alterations, additional sprinkler heads or other equipment.

          Section 28.6 Landlord shall provide to the lavatories in the core area
of the Premises hot and cold water for ordinary drinking, cleaning and lavatory
purposes and to the pantries and other lavatories in the Premises cold water for
such purposes. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary drinking, cleaning, or lavatory

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purposes, Landlord may install a water meter and thereby measure Tenant's water
consumption for all such additional purposes. In such event (1) Tenant shall pay
Landlord for the cost of the meter and the cost of the installation thereof and
through the duration of Tenant's occupancy Tenant shall keep said meter and
equipment in good working order and repair at Tenant's own cost and expense; (2)
Tenant shall pay for water consumed as shown on said meter above the cost of
ordinary water usage, as and when bills are rendered as additional rent, and on
default in making such payment Landlord may pay such charges and collect the
same from Tenant; and (3) Tenant shall 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 a part pursuant
to any Requirement 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; provided however, that in no event shall any item included
in the definition of "Taxes" in Section 27.1 be included within the items which
Tenant shall be required to pay pursuant to this subsection (3). The bill
rendered by Landlord for the above shall be based upon Tenant's consumption and
shall be payable by Tenant as additional rent within ten (10) Business Days of
rendition. Upon completion of the Initial Alterations, Landlord shall provide
Tenant with adequate tie-ins to the Building Class E System consistent with the
number of tie-ins required for a typical standard office installation and
configuration.

          Section 28.7 Landlord reserves the right to stop service of the HVAC
System or the elevator, electrical, plumbing or other Building Systems or
facilities in the Building 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, alterations, replacements or improvements shall have been completed
(which repairs, alterations and improvements shall be performed in accordance
with Section 4.4 hereof). Except as otherwise provided in Section 14.3 hereof,
Landlord shall have no responsibility or liability for interruption, curtailment
or failure to supply HVAC, elevator, electrical, plumbing or other Building
Systems or facilities when prevented by Unavoidable Delays or by any Requirement
of any Governmental Authority or due to the exercise of its right to stop
service as provided in this Section 28.7. The exercise of such right or such
failure by Landlord shall not constitute an actual or constructive eviction, in
whole or in part, or, except as provided in Section 14.3 hereof, entitle Tenant
to any compensation or to any abatement or diminution of Rental, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord or its agents by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise. Landlord agrees
to use reasonable efforts to provide Tenant with prior oral notice of any
anticipated stoppage of service, it being expressly understood and agreed,
however, that Landlord shall not incur any liability for its failure to so
notify Tenant unless Landlord shall willfully fail to notify Tenant of such
anticipated stoppage of service.

                                   ARTICLE 29
                               PARTNERSHIP TENANT

          If Tenant is a partnership or a professional corporation (or is
comprised of two (2) or more Persons, individually or as co-partners of a
partnership or shareholders of a professional corporation) or if Tenant's
interest in this Lease shall be assigned to a partnership or a professional
corporation (or to two (2) or more Persons, individually or as co-partners of a

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partnership or shareholders of a professional corporation) pursuant to Article
12 hereof (any such partnership, professional corporation and such Persons are
referred to in this Article 29 as "Partnership Tenant"), the following
provisions shall apply to each such Partnership Tenant: (a) parties comprising
Partnership Tenant shall be personally liable for the obligations of Tenant
hereunder; (b) each of the parties comprising Partnership Tenant hereby consents
in advance to, and agrees to be bound by (x) any written instrument which may
hereafter be executed by Partnership Tenant or any successor partnership,
changing, modifying, extending or discharging this Lease, in whole or in part,
or surrendering all or any part of the Premises to Landlord (except for any
instrument which contradicts subparagraph (a) above), and (y) any notices,
demands, requests or other communications which may hereafter be given by
Partnership Tenant or by any of the parties comprising Partnership Tenant; and
(c) any bills, statements, notices, demands, requests or other communications
given or rendered to Partnership Tenant or to any of such parties shall be
binding upon Partnership Tenant and all such parties.

                                   ARTICLE 30
                                   VAULT SPACE

          Notwithstanding anything contained in this Lease or indicated on any
sketch, blueprint or plan, any vaults, vault space or other space outside the
boundaries of the Real Property 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 are 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 Governmental
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 Rental, 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 occupied by Tenant shall be paid by
Tenant.

                                   ARTICLE 31
                                    SECURITY

          Section 31.1 Tenant shall deposit with Landlord on the signing of this
Lease the sum of Two Million Two Hundred Nine Thousand Seven Hundred Forty Five
and 00/100 Dollars ($2,209,745.00), or at Tenant's option, a "clean,"
unconditional, irrevocable and transferable letter of credit (the "Letter of
Credit") in the same amount, issued by and drawn on a bank satisfactory to
Landlord and which is a member of the New York Clearing House for the account of
Landlord, for a term of not less than one (1) year, 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 as herein provided. The Letter of Credit shall provide (i)
for the continuance of such credit for a period of at least one (1) year from
the date of delivery of such letter of credit, (ii) for the automatic extension
of such Letter of Credit for additional periods of one (1) year from the initial
and each future expiration date thereof (the last such extension to provide for
the continuance of such Letter of Credit for at least three (3) months beyond
the Expiration Date) unless such bank gives Landlord notice (a "Letter of Credit
Termination Notice") of its intention not to renew the Letter

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<PAGE>

of Credit, such Letter of Credit Termination Notice to be given in accordance
with Article 26 of this Lease, not less than sixty (60) days prior to the
initial or any future expiration date of such Letter of Credit and (iii) that in
the event such Notice is given by such bank and Tenant has not provided Landlord
with a substitute Letter of Credit which complies with the requirements of this
Section 31.1 by the date which is thirty (30) days prior to the expiration of
such Letter of Credit, Landlord shall have the right to present the Letter of
Credit for payment on such bank at sight, for the balance remaining in such
Letter of Credit and apply or retain the whole or any part of the proceeds
thereof to the extent permitted herein. If an Event of Default exists in respect
of any of the terms, provisions and conditions of this Lease, including, but not
limited to, the payment of Fixed Rent or any other item of Rental, Landlord may
apply or retain the whole or any part of the security so deposited, or present
the Letter of Credit for payment and apply or retain the whole or any part of
the proceeds thereof, as the case may be, to the extent required for the payment
of any Fixed Rent or any other item of Rental as to which Tenant is in default
or for any sum which Landlord may expend or 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 re-entry by Landlord. If Landlord
applies or retains any part of the proceeds of the Letter of Credit or the
security so deposited, or if the value of the security so deposited declines for
any reason whatsoever, as the case may be, Tenant, upon demand, shall deposit
with Landlord the amount so applied or retained or the amount by which the value
has declined so that Landlord shall have the full deposit on hand at all times
during the Term. If Tenant shall fully and faithfully comply with all of the
terms, provisions, covenants and conditions of this Lease, the Letter of Credit
and/or security, as the case may be, shall be returned to Tenant after the
Expiration Date and after delivery of possession of the entire 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 Letter of Credit
or security to the vendee or lessee and Landlord shall thereupon be released by
Tenant from all liability for the return of such Letter of Credit or security,
as the case may be, and Tenant shall cause the bank which issued the Letter of
Credit to issue an amendment to the Letter of Credit or issue a new Letter of
Credit naming the vendee or lessee as the beneficiary thereunder. To the extent
that the Letter of Credit or security shall have been actually transferred or
delivered by Landlord to a new landlord, Tenant shall look solely to the new
landlord for the return of the Letter of Credit or security, as the case may be.
The provisions hereof shall apply to every transfer or assignment of the Letter
of Credit or security made to a new landlord. Tenant shall not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and neither Landlord nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.
If at any time the security held hereunder shall consist of cash, and not a
Letter of Credit, Landlord shall hold the same in an interest bearing
money-market account and the interest thereon (less a one percent (1%)
administrative fee per annum and less the amount of such interest which has been
applied in the same manner that the remainder of the security has been applied)
shall be paid to Tenant to the extent and at the same time the remainder of the
security shall be returned to Tenant hereunder.

          Section 31.2 Notwithstanding anything contained herein to the
contrary, if on (i) October 15, 2002 (the "First Reduction Date"), (ii) November
15, 2004 (the "Second Reduction Date") or (iii) December 15, 2006 (the "Third
Reduction Date"), this Lease shall be in

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<PAGE>

full force and effect and no default by Tenant of its obligations hereunder has
occurred and is continuing, Tenant shall have the right to reduce the amount of
the security deposit, whether cash or Letter of Credit, to (1) One Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00) on the First Reduction
Date, (2) One Million Three Hundred Thousand and 00/100 Dollars ($1,300,000) on
the Second Reduction Date provided that the security deposit shall have been
previously reduced to the amount set forth in the foregoing clause (1), and (3)
Eight Hundred Fifty Thousand and 00/100 Dollars ($850,000.00) on the Third
Reduction Date provided that the security deposit shall have been previously
reduced to the amount set forth in the foregoing clause (2), and such reduced
amount shall be held by Landlord as security in accordance with the terms
hereof. If the security being held is cash and Tenant is entitled to a reduction
of the security so deposited as aforesaid, Landlord shall within ten (10) days
after Tenant's written request return to Tenant an amount of the security then
being held by Landlord so the amount of the principal of the security deposit
being held by Landlord shall be reduced as aforesaid, and if at the time of such
reduction, the security being held by Landlord is a Letter of Credit, Tenant
shall either deliver to Landlord an amendment to the existing Letter of Credit
or a new Letter of Credit, which amendment or new Letter of Credit shall comply
with the terms and conditions of this Article 31 and shall reduce the amount of
the security as aforesaid.

                                   ARTICLE 32
                                    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.

                                   ARTICLE 33
                                  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 legal
representatives, successors, and, except as otherwise provided in this Lease,
their assigns.

                                   ARTICLE 34
                                     BROKER

          Each party represents and warrants to the other that it has not dealt
with any broker or Person in connection with this Lease other than Grubb & Ellis
and Jones Lang LaSalle (collectively, the "Brokers"). The execution and delivery
of this Lease by each party shall be conclusive evidence that such party has
relied upon the foregoing representation and warranty. Tenant shall indemnify
and hold Landlord harmless from and against any and all claims for commission,
fee or other compensation by any Person (other than Brokers) who shall claim to
have dealt with Tenant in connection with this Lease and for any and all costs
incurred by Landlord in connection with such claims, including, without
limitation, reasonable attorneys' fees and disbursements. Landlord shall pay the
Brokers any commission, fee or compensation due the Brokers in connection with
this Lease and shall indemnify and hold Tenant harmless from and against any and
all claims for commission, fee or other compensation by the Brokers and any
Person who shall claim to have dealt with Landlord in connection with this Lease
and for any and all costs incurred by Tenant in connection with such claims,
including, without

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limitation, reasonable attorneys' fees and disbursements. This provision shall
survive the expiration or earlier termination of this Lease.

                                   ARTICLE 35
                                    INDEMNITY

          Section 35.1 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 Requirement, but shall exercise such control over the
Premises as to fully protect Landlord against any such liability. Tenant shall
indemnify and save the Indemnitees harmless from and against (a) all claims of
whatever nature against the Indemnitees arising from any act, omission or
negligence of Tenant, its contractors, licensees, agents, servants, employees,
invitees or visitors, (b) all claims against the Indemnitees arising from any
accident, injury or damage caused to any person or to the property of any person
and occurring during the Term in or about the Premises, (c) all claims against
the Indemnitees arising from any accident, injury or damage 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,
omission or negligence of Tenant or Tenant's agents, employees, invitees or
visitors, and (d) any breach, violation or non-performance 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; provided, however, that
the foregoing shall not be construed to require Tenant to indemnify Landlord
against any claims arising out of the negligence or the willful act of Landlord
or its contractors, licensees, agents, servants, employees, invitees or
visitors. This indemnity and hold harmless agreement shall include indemnity
from and against any and all liability, fines, suits, demands, costs and
reasonable expenses of any kind or nature (including, without limitation,
attorneys' fees and disbursements) incurred in or in connection with any such
claim or proceeding brought thereon, and the defense thereof but shall be
limited to the extent any insurance proceeds collectible by Landlord under
policies owned by Landlord or such injured party with respect to such damage or
injury are insufficient to satisfy same. Tenant shall have no liability for any
consequential damages suffered either by Landlord or by any party claiming
through Landlord.

          Section 35.2 If any claim, action or proceeding is made or brought
against Landlord, with respect to which claim, action or proceeding Tenant shall
be obligated to indemnify Landlord against, pursuant to the terms of this Lease,
then, upon demand by Landlord, Tenant at its sole cost and expense, shall resist
or defend such claim, action or proceeding in Landlord's name, if necessary, by
such attorneys as Landlord shall approve, which approval shall not be
unreasonably withheld. Attorneys for Tenant's insurer shall hereby be deemed
approved for purposes of this Section 35.2. The provisions of this Article 35
shall survive the expiration or earlier termination of this Lease.

                                   ARTICLE 36
                           ADJACENT EXCAVATION-SHORING

          If an excavation shall be made upon land adjacent to the Premises, or
shall be authorized to be made, Tenant shall, upon reasonable advance notice,
afford to the person causing or authorized to cause such excavation, license to
enter upon the Premises for the

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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 Rental provided that Tenant shall continue to have
access to the Premises and the Building.

                                   ARTICLE 37
                                  MISCELLANEOUS

          Section 37.1 This Lease is offered for signature by Tenant and it is
understood that this Lease shall not be binding upon Landlord or Tenant unless
and until Landlord and Tenant shall have executed and delivered a fully executed
copy of this Lease to each other.

          Section 37.2 Neither the partners (direct or indirect) comprising
Landlord, nor the shareholders (nor any of the partners comprising same),
partners, directors or officers of any of the foregoing (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 obligations of Landlord under this Lease shall not be binding upon Landlord
named herein after the sale, conveyance, assignment or transfer by such Landlord
(or upon any subsequent landlord after the sale, conveyance, assignment or
transfer by such subsequent landlord) of its interest in the Building or the
Real Property, as the case may be, and in the event of any such sale,
conveyance, assignment or transfer, and the transfer of the security deposit to
the purchaser, grantee, assignee or transferee, as the case may be, Landlord
shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder to the extent that such transferee assumes the
obligations of Landlord under this Lease, subject to the terms hereof. Prior to
any such sale, conveyance, assignment or transfer, the liability of Landlord for
Landlord's obligations under this Lease shall be limited to Landlord's interest
in the Real Property and Tenant shall not look to 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. After any such sale, conveyance,
assignment or transfer, to the extent that the transferee shall have not assumed
Landlord's obligations under this Lease, the liability of Landlord for such
obligations shall be limited to the proceeds of such transfer received by it.

          Section 37.3 Notwithstanding anything contained in this Lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated Fixed Rent, Escalation Rent,
additional rent or Rental, shall constitute rent for the purposes of Section
502(b)(7) of the Bankruptcy Code.

          Section 37.4 Tenant shall reimburse Landlord as additional rent,
within ten (10) days after rendition of a statement, for all expenditures made
by, or damages or fines sustained or incurred by, Landlord, due to any Event of
Default by Tenant under this Lease, with interest thereon at the Applicable
Rate.

          Section 37.5 (A) If there is a dispute between Landlord and Tenant as
to the reasonableness of Landlord's refusal to (i) consent to any subletting or
assignment where

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<PAGE>

Landlord has agreed pursuant to the terms of Article 12 hereof to be reasonable
or (ii) approve any contractor or plans and specifications where Landlord has
agreed pursuant to the terms of Article 3 hereof to be reasonable, Tenant shall
give Landlord a notice setting forth the reasons for its dispute, and if within
two (2) Business Days after Landlord's receipt of such notice, Landlord and
Tenant shall be unable to resolve such dispute, such dispute shall be resolved
by arbitration conducted pursuant to the Expedited Procedures provisions of the
Commercial Arbitration Rules of the American Arbitration Association ("AAA");
provided, however, that with respect to any such arbitration: (i) the list of
arbitrators referred to in said Rules shall be returned within five (5) Business
Days from the date of mailing; (ii) the parties shall notify the AAA, by
telephone, within three (3) Business Days of any objections to the arbitrator
appointed and will have no right to object if the arbitrator so appointed was on
the list submitted by the AAA and was not objected to in accordance with the
Rules of the AAA; (iii) the hearing shall be held within five (5) Business Days
after the appointment of the arbitrator;, and (iv) the arbitrator shall render
its determination within five (5) Business Days after the completion of the
hearing. Except to the extent expressly provided herein, no other disputes
hereunder shall be resolved by arbitration.

               (B) If the determination of any such arbitration shall be that
Landlord was unreasonable in refusing to consent to such subletting, then unless
Landlord shall have acted arbitrarily or capriciously in its refusal to grant
such consent, Tenant's sole remedy arising out of such arbitrator's
determination shall be the right to enter into the proposed subletting.

               (C) The arbitrators shall be bound by the provisions of this
Lease and shall not have the power to add to, subtract from, or otherwise modify
such provisions. Each of the arbitrators shall have at least ten (10) years'
experience in the business of managing first-class office buildings located in
Manhattan or acting as a real estate broker dealing with such office buildings.

          Section 37.6 Tenant hereby waives any claim against Landlord which
Tenant may have based upon any assertion that Landlord has unreasonably withheld
or unreasonably delayed any consent or approval requested by Tenant, and Tenant
agrees that its sole remedy shall be an action or proceeding to enforce any
related provision or for specific performance, injunction or declaratory
judgment except in the case that Landlord has maliciously or otherwise in bad
faith withheld any such consent or approval in which case Tenant may bring an
action against Landlord for damages. In the event of such determination, the
requested consent or approval shall be deemed to have been granted; however,
Landlord shall have no liability to Tenant for its refusal or failure to give
such consent or approval in the absence of a judicial determination of malice or
bad faith on the part of Landlord. Tenant's sole remedy for Landlord's
unreasonably withholding or delaying consent or approval shall be as provided in
this Section 37.6.

          Section 37.7 Landlord may, from time to time, designate an agent who
is authorized to act on behalf of Landlord with respect to the performance of
Landlord's obligations under this Lease. Until such time as Landlord shall
notify Tenant to the contrary, Jones Lang LaSalle is designated as such an
agent. Tenant shall deal solely with Jones Lang LaSalle in the administration
and performance of Landlord's obligations under this Lease until such time as
Tenant is notified that Jones Lang LaSalle is no longer acting as an agent of
Landlord. Landlord

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<PAGE>

may designate an additional or new agent upon ten (10) days notice to Tenant.
Tenant acknowledges that Jones Lang LaSalle or any such agent is acting solely
as agent for Landlord in connection with the foregoing and Jones Lang LaSalle or
any such agent and its direct and indirect partners, officers, shareholders,
directors and employees shall have no liability to Tenant in connection with the
performance of Landlord's obligations under this Lease except for its gross
negligence and Tenant hereby waives any and all claims against any such party
arising out of, or in any way connected with, this Lease or the Real Property
except for its gross negligence.

          Section 37.8 All references in this Lease to the consent or approval
of Landlord shall be deemed to mean the written consent or 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.

          Section 37.9 Subject to Requirements, Unavoidable Delays and the terms
and conditions of this Lease, including without limitation the Rules and
Regulations, Tenant shall have access to the Building and the Premises
twenty-four hours per day, seven days per week, three hundred sixty-five days
per year.

          Section 37.10 Landlord, to the extent submitted to Landlord pursuant
to the lease for the 50th floor of the Building, shall permit Tenant to review
the plans and specifications with respect to the initial alterations to the 50th
floor affecting the buildout of such floor as a restaurant and banquet facility
and any amendments or revisions to such plans and specifications, and propose
revisions, modifications, changes or amendments to said plans and
specifications. Landlord shall take such suggestions under consideration and to
the extent Landlord is agreeable to such proposals, Landlord shall submit same
to the tenant of the 50th floor of the Building for incorporation into said
plans and specifications; provided however, except as hereinbefore set forth,
Landlord shall have no obligation to do or make or suggest any such revisions,
modifications, changes or amendments to said plans and specifications. Tenant
acknowledges that the submission of such plans and specifications are for
informational purposes only and the failure to make such submission or to
implement or act upon any suggestions by Tenant shall have no liability upon
Landlord or affect the validity of this Lease or the rights and obligations of
Landlord and Tenant hereunder.

                                   ARTICLE 38
                                  RENT CONTROL

          If at the commencement of, or at any time or times during the Term of
this Lease, the Rental reserved in this Lease shall not be fully collectible by
reason of any Requirement, Tenant shall enter into such agreements and take such
other steps (without additional expense to Tenant) as Landlord may reasonably
request and as may be legally permissible to permit Landlord to collect the
maximum rents which may from time to time during the continuance of such legal
rent restriction be legally permissible (and not in excess of the amounts
reserved therefor under this Lease). Upon the termination of such legal rent
restriction prior to the expiration of the Term, (a) the Rental shall become and
thereafter be payable hereunder in accordance with the amounts reserved in this
Lease for the periods following such termination and (b) Tenant shall pay to
Landlord, if legally permissible, an amount equal to (i) the items of Rental
which would have been paid pursuant to this Lease but for such legal rent
restriction less

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(ii) the rents paid by Tenant to Landlord during the period or periods such
legal rent restriction was in effect.

                                   ARTICLE 39
                                  RENEWAL TERM

          Section 39.1 Tenant shall have the option (the "Renewal Option") to
extend the Term of this Lease for one (1) additional period of five (5) years
(the "Renewal Term"), which Renewal Term shall commence on the date immediately
succeeding the Fixed Expiration Date and end on the fifth (5th) anniversary of
the Fixed Expiration Date provided that (a) this Lease shall not have been
previously terminated, (b) Tenant shall occupy at least eighty percent (80%) of
the Premises for the conduct of its business and (c) no Event of Default shall
have occurred (x) on the date Tenant gives Landlord written notice (the "Renewal
Notice") of Tenant's election to exercise such Renewal Option, and (y) on the
Fixed Expiration Date. The Renewal Option may be exercised with respect to the
entire Premises only and shall be exercisable by Tenant delivering the Renewal
Notice to Landlord at least twelve (12) months prior to the Fixed Expiration
Date. Time is of the essence with respect to the giving of the applicable
Renewal Notice. Upon the giving of the Renewal Notice, Tenant shall have no
further right or option to extend or renew the Term.

          Section 39.2 If Tenant exercises the Renewal Option, the Renewal Term
shall be upon the same terms, covenants and conditions as those contained in
this Lease, except that (i) the Fixed Rent shall be deemed to mean the Fixed
Rent as determined pursuant to Section 39.3, (ii) Tenant shall not be entitled
to any further abatement or credit against the Fixed Rent pursuant to Article 1
herewith and (iii) Landlord will not be required to perform Landlord's Work.

          Section 39.3 For the Renewal Term the Fixed Rent shall be determined
as follows:

               (A) The Fixed Rent for the Premises for the Renewal Term shall be
an amount equal to the annual fair market rental value of the Premises (the
"Fair Market Rent") on the first day of the Renewal Term (hereinafter referred
to as the "Rental Value"). The Fair Market Rent shall be determined taking into
account all relevant factors and as if the Premises were available in the then
rental market for comparable first class market buildings in midtown Manhattan
and assuming that Landlord has had a reasonable time to locate a tenant who
rents with the knowledge of the uses to which the Premises can be adapted, and
that neither Landlord nor the prospective tenant is under any compulsion to
rent, taking into account:

                    (1) the fact that the Base Taxes and the Base Operating
Expenses provided herein shall change as provided in Article 27 hereof for the
purpose of calculating the escalation payments payable pursuant to Article 27
hereof, which payments shall continue to be made during the Renewal Term;

                    (2) tthe fact that as of the commencement of the Renewal
Term, Tenant shall not be required to pay, in addition to the escalation
payments presently provided for under this Lease, Tenant's Share of such other
escalation payments which Landlord is then

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charging tenants under other leases or offers for leases in the Building or in
other buildings then owned by Landlord or its affiliates or under common
management with the management company then managing the Building or of such
other escalation payments which other landlords are then charging tenants under
leases or offers for leases in other office buildings which are similar in
character or location to the Building;

                    (3) the fact that Landlord shall not be obligated to perform
any work including, without limitation, Landlord's Work, in the Premises to
prepare the same for Tenant's occupancy; and

                    (4) the fact that Tenant shall not be entitled to any
abatement or credit against the Fixed Rent.

               (B) For purposes of determining the Fair Market Rent, the
following procedure shall apply:

                    (1) the Fair Market Rent shall be determined by Landlord on
the basis of the highest and best office use of the Premises assuming that the
Premises are free and clear of all leases and tenancies (including this Lease),
and, at the election of Landlord, that the Premises are occupied by one (1)
tenant or are subdivided and occupied by more than one (1) tenant, whether
improved or unimproved.

                    (2) Landlord shall give Tenant written notice (the "Rent
Notice") within one hundred twenty (120) days prior to the Fixed Expiration
Date, which Rent Notice shall set forth Landlord's determination of the Fair
Market Rent ("Landlord's Determination"). If Landlord shall fail or refuse to
give such notice as aforesaid, the Rental Value shall be deemed to be the sum of
(x) the Fixed Rent payable by Tenant on the Expiration Date and (y) the
annualized Escalation Rent payable on the Expiration Date with respect to the
applicable Tax Year or Operating Year occurring on the Expiration Date (the
amounts set forth in clauses (x) and (y) are referred to as the "Last Year
Rental" then payable by Tenant on the Fixed Expiration Date.

                    (3) If Landlord's Determination exceeds the Last Year Rental
payable by Tenant on the Expiration Date, then Tenant shall give Landlord
written notice ("Tenant's Notice"), within thirty (30) days after Tenant's
receipt of the Rent Notice, of whether Tenant accepts or disputes Landlord's
Determination. If Tenant in Tenant's Notice accepts Landlord's Determination or
if Tenant fails or refuses to give Tenant's Notice as aforesaid, Tenant shall be
deemed to have accepted Landlord's Determination for the Renewal Term in
accordance with the terms of this Article. If Tenant in Tenant's Notice disputes
Landlord's Determination, Tenant shall deliver to Landlord, within thirty (30)
days after Tenant's receipt of the Rent Notice, Tenant's determination of the
Fair Market Rent ("Tenant's Determination") as determined by an independent real
estate appraiser ("Tenant's Appraiser"), together with a copy of the appraisal
prepared by Tenant's Appraiser.

                    (4) Landlord shall give Tenant written notice ("Landlord's
Notice"), within thirty (30) days after Landlord's receipt of Tenant's
Determination, of whether Landlord accepts or disputes Tenant's Determination.
If Landlord in Landlord's Notice accepts

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<PAGE>

Tenant's Determination or if Landlord fails or refuses to give Landlord's Notice
as aforesaid. Landlord shall be deemed to have accepted Tenant's Determination.
If Landlord in Landlord's Notice disputes Tenant's Determination, Landlord shall
appoint an independent real estate appraiser ("Landlord's Appraiser"). If within
thirty (30) days after Tenant's receipt of Landlord's Notice in dispute,
Landlord's Appraiser and Tenant's Appraiser shall mutually agree upon the
determination (the "Mutual Determination") of the Fair Market Rent, their
determination shall be final and binding upon the parties. If Landlord's
Appraiser and Tenant's Appraiser shall be unable to reach a Mutual Determination
within said thirty (30) day period, both of the Appraisers shall jointly select
a third independent real estate appraiser ("Third Appraiser") whose fee shall be
borne equally by Landlord and Tenant. In the event that Landlord's Appraiser and
Tenant's Appraiser shall be unable to jointly agree on the designation of the
Third Appraiser within five (5) days after they are requested to do so by either
party, then the parties agree to allow the American Arbitration Association, or
any successor organization to designate the Third Appraiser in accordance with
the rules, regulations and/or procedures then obtaining of the American
Arbitration Association or any successor organization.

                    (5) The Third Appraiser shall conduct such hearings and
investigations as he may deem appropriate and shall, within thirty (30) days
after the date of designation of the Third Appraiser, choose either Landlord's
or Tenant's Determination, and such choice by the Third Appraiser shall be
conclusive and binding upon Landlord and Tenant. Each party shall pay its own
counsel fees and expenses if any, in connection with any arbitration under this
Section, including the expenses and fees of any Appraiser selected by it in
accordance with provisions of this Article. Any Appraiser appointed pursuant to
this Article shall be an independent real estate appraiser with at least ten
(10) years' experience in leasing and valuation of properties which are similar
in character to the Building, and a member of the American Institute of
Appraisers of the National Association of Real Estate Boards and a member of the
Society of Real Estate Appraisers. The Appraisers shall not have the power to
add to, modify or change any of the provisions of this Lease.

                    (6) It is expressly understood that any determination of the
Fair Market Rent pursuant to this Article shall be based on the criteria stated
in Section 39.3 hereof.

               (C) After a determination has been made of the Rental Value for
the Renewal Term, the parties shall execute and deliver to each other an
instrument setting forth the Rental Value as hereinabove determined.

               (D) If the final determination of the Rental Value shall not be
made on or before the first day of the Renewal Term in accordance with the
provisions of this Article, pending such final determination Tenant shall
continue to pay, as the Fixed Rent for the Renewal Term, an amount equal to
Landlord's Determination (subject to escalation pursuant to Article 27 hereof).
If, based upon the final determination hereunder of the Rental Value, the
payments made by Tenant on account of the Fixed Rent for such portion of the
Renewal Term were (i) less than the Rental Value payable for the Renewal Term,
Tenant shall pay to Landlord the amount of such deficiency within ten (10) days
after demand therefor or (ii) greater than the Rental Value payable for the
Renewal Term, Landlord promptly shall refund to Tenant the amount of such
excess.

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

                                        Landlord

                                        THE EQUITABLE LIFE ASSURANCE
                                        SOCIETY OF THE UNITED STATES


                                        By: /s/ Eileen M. Miller
                                            ------------------------------------
                                            Name: Eileen M. Miller
                                            Title: Investment Officer


                                        ELAS SECURITIES ACQUISITION CORP.


                                        By: /s/ Pauline G. O'Brien
                                            ------------------------------------
                                            Name: Pauline G. O'Brien
                                            Title: Vice President

                                        Tenant

                                        NATIONAL FINANCIAL PARTNERS


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        By:
                                            ------------------------------------

                                       74

<PAGE>

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

                                        Landlord

                                        THE EQUITABLE LIFE ASSURANCE
                                        SOCIETY OF THE UNITED STATES


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        ELAS SECURITIES ACQUISITION CORP.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        Tenant

                                        NATIONAL FINANCIAL PARTNERS


                                        By: /s/ Robert I. Kleinberg
                                            ------------------------------------
                                            Name: Robert I. Kleinberg
                                            Title: Executive Vice President

                                       75

<PAGE>

                                   SCHEDULE A

                              RULES AND REGULATIONS

                    (1) The sidewalks, entrances, passages, courts, elevators,
vestibules, stairways, corridors, or halls shall not be obstructed or encumbered
by Tenant or used for any purpose other than ingress and egress to and from the
Premises and for delivery of merchandise and equipment in prompt and efficient
manner, using elevators and passageways designated for such delivery by
Landlord.

                    (2) No awnings, air-conditioning units, fans or other
projections shall be attached to the outside walls of the Building. No curtains,
blinds, shades, or screens, other than those which conform to Building standards
as established by Landlord from time to time, shall be attached to or hung in,
or used in connection with, any window or door of the Premises, without the
prior written consent of Landlord which shall not be unreasonably withheld or
delayed. Such awnings, projections, curtains, blinds, shades, screens or other
fixtures must be of a quality, type, design and color, and attached in the
manner reasonably approved by Landlord. All electrical fixtures hung in offices
or spaces along the perimeter of the Premises must be of a quality, type, design
and bulb color approved by Landlord, which consent shall not be withheld or
delayed unreasonably unless the prior consent of Landlord has been obtained for
other lamping.

                    (3) No sign, advertisement, notice or other lettering shall
be exhibited, inscribed, painted or affixed by Tenant on any part of the outside
of the Premises or Building or on the inside of the Premises if the same can be
seen from the outside of the Premises without the prior written consent of
Landlord except that the names of Tenant and any Related Entity may appear on
the entrance door of the Premises. In the event of the violation of the
foregoing by Tenant, if Tenant has refused to remove same after reasonable
notice from Landlord, Landlord may remove same without any liability, and may
charge the reasonable expense incurred by such removal to Tenant. Interior signs
on doors and directory tablet shall be of a size, color and style reasonably
acceptable to Landlord.

                    (4) The exterior windows and doors that reflect or admit
light and air into the Premises or the halls, passageways or other public places
in the Building, shall not be covered or obstructed by Tenant.

                    (5) No showcases or other articles shall be put in front of
or affixed to any part of the exterior of the Building, nor placed in the halls,
corridors or vestibules, nor shall any article obstruct any air-conditioning
supply or exhaust without the prior written consent of Landlord.

                    (6) The water and wash closets and other plumbing fixtures
shall not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, acids or other substances shall be
deposited therein. All damages resulting from any misuse of the fixtures shall
be borne by Tenant.

                    (7) Subject to the provisions of Article 3 of this Lease,
Tenant shall not mark, paint, drill into, or in any way deface any part of the
Premises or the Building.

                                       A-1

<PAGE>

No boring, cutting or stringing of wires shall be permitted, except with the
prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed, and as Landlord may direct.

                    (8) No space in the Building shall be used for
manufacturing, for the storage of merchandise, or for the sale of merchandise,
goods or property of any kind at auction or otherwise.

                    (9) Tenant shall not make, or permit to be made, any
unseemly or unreasonably disturbing noises or unreasonably disturb or
unreasonably interfere with occupants of this or neighboring buildings or
premises or those having business with them whether by the use of any musical
instrument, radio, television set, talking machine, unmusical noise, whistling,
singing, or in any other way.

                    (10) Tenant, or any of Tenant's employees, agents, visitors
or licensees, shall not at any time bring or keep upon the Premises any
inflammable, combustible or explosive fluid, chemical or substance except such
as are incidental to usual office occupancy.

                    (11) No additional locks or bolts of any kind shall be
placed upon any of the doors or windows by Tenant, nor shall any changes be made
in existing locks or the mechanism thereof, unless Tenant promptly provides
Landlord with the key or combination thereto. Tenant must, upon the termination
of its tenancy, return to Landlord all keys of stores, offices and toilet rooms,
and in the event of the loss of any keys furnished at Landlord's expense, Tenant
shall pay to Landlord the reasonable cost thereof.

                    (12) No bicycles, vehicles or animals of any kind, except
for seeing eye dogs, shall be brought into or kept by Tenant in or about the
Premises or the Building.

                    (13) All removals, or the carrying in or out of any safes,
freight, furniture or bulky matter of any description must take place in the
manner and during the hours which Landlord or its agent reasonably may determine
from time to time. Landlord reserves the right to inspect all safes, freight or
other bulky articles to be brought into the Building and to exclude from the
Building all safes, freight or other bulky articles which violate any of these
Rules and Regulations or the Lease of which these Rules and Regulations are a
part.

                    (14) Tenant shall not occupy or permit any portion of the
Premises demised to it to be occupied as an office for a public stenographer or
typist, or for the possession, storage, manufacture, or sale of liquor,
narcotics, dope, or as a barber or manicure shop, or as an employment bureau.
Tenant shall not engage or pay any employees on the Premises, except those
actually working for Tenant at the Premises, nor advertise for labor giving an
address at the Premises.

                    (15) Tenant shall not purchase spring water, ice, towels or
other like service, or accept barbering or bootblacking services in the
Premises, from any company or persons not approved by Landlord, which approval
shall not be withheld or delayed unreasonably and at hours and under regulations
other than as reasonably fixed by Landlord.

                                       A-2

<PAGE>

                    (16) Landlord shall have the right to prohibit any
advertising by Tenant which, in Landlord's reasonable opinion, tends to impair
the reputation of the Building or its desirability as a building for offices,
and upon written notice from Landlord, Tenant shall refrain from or discontinue
such advertising.

                    (17) Landlord reserves the right to exclude from the
Building between the hours of 6 pm. and 8 am. and at all hours on Saturdays,
Sundays and legal holidays all persons who do not present a pass to the Building
signed or approved by Landlord. Tenant shall be responsible for all persons for
whom a pass shall be issued at the request of Tenant.

                    (18) Tenant shall, at its expense, provide artificial light
for the employees of Landlord while doing janitor service or other cleaning, and
in making repairs or alterations in the Premises.

                    (19) The requirements of Tenant will be attended to only
upon written application at the office of the Building. Building employees shall
not perform any work or do anything outside of the regular duties, unless under
special instructions from the office of Landlord.

                    (20) Canvassing, soliciting and peddling in the Building is
prohibited and Tenant shall co-operate to prevent the same.

                    (21) There shall not be used in any space, or in the public
halls of the Building, either by Tenant or by jobbers or others, in the delivery
or receipt of merchandise, any hand trucks, except those equipped with rubber
tires and side guards.

                    (22) Tenant may, at its sole cost and expense and subject to
compliance with all applicable Requirements and the provisions of Article 3 and
4 of this Lease, install and maintain vending machines for the exclusive use by
Tenant, its officers, employees and business guests, provided that each machine,
where necessary shall have a waterproof mat thereunder and be connected to a
drain.

                    (23) Tenant shall keep the entrance door to the Premises
closed at all times.

                    (24) Tenant shall comply with and abide by the reasonable
standard operating procedures established by Landlord for the Building.

                    (25) Tenant shall, at its expense, issue to each employee of
Tenant, an identification card containing the name of the company and a
photograph and signature of such employee.

                                       A-3

<PAGE>

                                   SCHEDULE B

                             CLEANING SPECIFICATIONS

Nightly - General Offices:

1.   Empty ash trays and pick up paper

2.   Wash and clean all drinking fountains

3.   Carpeted areas carpet swept, moving light furniture only (4 nights)

4.   Floors, other than carpet, mopped

5.   Empty waste baskets and dust furniture

6.   Clean floors, main lobby and public corridor

7.   Freshen all public corridor and lobby sand urns.

Nightly - Core (Base Building) Lavatories

1.   All flooring washed nightly

2.   All mirrors, powder shelves, bright work, etc., including flushometers,
     piping and toilet seat hinges washed and polished nightly

3.   All basins, bowls, urinals and toilet seats (both sides) washed nightly

4.   All partitions, tile walls, dispensers and receptacles dusted nightly

5.   Paper towel and sanitary disposal receptacles emptied and cleaned nightly

6.   Dispensers filled with supplies provided by Tenant

Weekly

1.   Carpeted areas vacuum cleaned

At Regular Intervals

1.   Wash all toilet walls

2.   Clean venetian blinds

3.   Dust A/C wall and ceiling grills and wall hangings not reached in nightly
     cleaning.

                                       B-1

<PAGE>

Four Times Per Year

1.   Clean exterior windows, inside and out.

                                       B-2

<PAGE>

                                   SCHEDULE C

                                 LANDLORD'S WORK

1. Demolish the Premises existing improvements and deliver in broom clean
condition; including:

(a) demolish existing supplemental air conditioning units and supply ductwork;
and

(b) branch sprinkler piping to the loop at the core and cap the outlets used in
relation thereto but leave existing sprinkler riser valve connection and main
sprinkler loop for the Premises.

2. Replace access door on telephone closet located on the 49th floor of the
Building.

3. Close staircase "W-1" located on the 49th Floor of the Building with
appropriate rated enclosures to the extent permitted by applicable Requirements,
and provide proof of removal of egress requirements relating to prior use of
space as other than standard office use.

4. Flash patch floor as needed to install standard floor covering.

5. Install a 60 ton air conditioning package unit to service the Premises.

                                       C-1

<PAGE>

                                    EXHIBIT A

                                   FLOOR PLAN

                             [GRAPHIC APPEARS HERE]

                                     "A" - 1

<PAGE>

                                    EXHIBIT B

                                AC SPECIFICATIONS

          The air conditioning package unit serving the Premises with a rated
capacity of 60 tons shall be capable of maintaining 75 degrees Fahrenheit at 50%
relative humidity, when outdoor conditions are 94 degrees Fahrenheit dry bulb
and 74 degrees Fahrenheit wet bulb. The HVAC system shall be capable of
maintaining 68 degrees Fahrenheit at outdoor temperature of 10 degrees
Fahrenheit. The HVAC System is designed upon (i) electrical usage of 5 watts per
usable square foot, (ii) occupancy rate of one (1) person per 100 usable square
feet, (iii) mecho shades (or approved window covering) fully drawn and (iv)
ventilation of .2 CFM of outdoor air per usable square foot.

                                     "B" - 1

<PAGE>

                                    EXHIBIT C

                        EXISTING CERTIFICATE OF OCCUPANCY

                                     "C" - 1