Exhibit 10.6


                               AGREEMENT OF LEASE

                                     between

                          866 U.N. PLAZA ASSOCIATES LLC

                                                                       Landlord,

                                       and

                                 eNOTE.com, INC.

                                                                        Tenant.


                            Portion of the 3rd Floor
                                 866 U.N. Plaza
                               New York, New York

<PAGE>

                                       TABLE OF CONTENTS


                                                                            Page

ARTICLE 1
        DEFINITIONS, DEMISE, PREMISES, TERM, FIXED RENT......................  1
        Section 1.1.         Definitions.....................................  1
        Section 1.2.         Demise..........................................  1
        Section 1.3.         Fixed Rent......................................  1

ARTICLE 2
        ESCALATION...........................................................  2
        Section 2.1.         Certain Definitional Matters....................  2
        Section 2.2.         Tax Payment.....................................  3
        Section 2.3.         Tax Reduction Proceedings.......................  4
        Section 2.4.         Porters Wage Payment............................  5
        Section 2.5.         Building Energy.................................  6

ARTICLE 3
        USE AND OCCUPANCY....................................................  7
        Section 3.1.         Permitted Use...................................  7
        Section 3.2.         Limitations.....................................  7
        Section 3.3.         Advertising.....................................  7

ARTICLE 4
        ALTERATIONS..........................................................  7
        Section 4.1.         General.........................................  7
        Section 4.2.         Procedure for Alterations.......................  8
        Section 4.3.         Permits and Insurance for Alterations...........  8
        Section 4.4.         Financial Integrity.............................  8
        Section 4.5.         Effect of Building..............................  9
        Section 4.6.         Time for Performance of Alterations; Rules......  9
        Section 4.7.         Removal of Alterations and Tenant's Property....  9
        Section 4.8.         Contractors; Architectural Supervision..........  9
        Section 4.9.         Mechanics' Liens................................ 10
        Section 4.10.        Labor Conflicts................................. 10
        Section 4.11.        Landlord's Expenses............................. 10

ARTICLE 5
        REPAIRS.............................................................. 10
        Section 5.1.         Landlord's Repairs.............................. 10
        Section 5.2.         Tenant's Repairs................................ 10
        Section 5.3.         Limitations..................................... 11
        Section 5.4.         Landlord's Obligation to Minimize Interference.. 11


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ARTICLE 6
        REQUIREMENTS OF LAW.................................................. 11
        Section 6.1.    Tenant's Obligation to Comply with Requirements...... 11
        Section 6.2.    Landlord's Obligation to Comply with Requirements.... 12
        Section 6.3.    Tenant's Right to Contest Requirements............... 12
        Section 6.4.    Rent Contro.......................................... 12

ARTICLE 7
        SUBORDINATION........................................................ 13
        Section 7.1.    Subordination and Non-Disturbance.................... 13
        Section 7.2.    Attornment........................................... 13
        Section 7.3.    Tenants Estoppel Certificate......................... 14
        Section 7.4.    Rights to Cure Landlord's Default.................... 14
        Section 7.5.    Zoning Lot........................................... 14

ARTICLE 8
        RULES AND REGULATIONS................................................ 15
        Section 8.1.    Adoption; Enforcement................................ 15

ARTICLE 9
        INSURANCE............................................................ 15
        Section 9.1.    Tenant's Insurance................................... 15
        Section 9.2.    Landlord's Insurance................................. 16
        Section 9.3.    Waiver of Subrogation................................ 16
        Section 9.4.    Evidence of Insurance................................ 17

ARTICLE 10
        CASUALTY............................................................. 17
        Section 10.1.   Landlord's Obligation to Restore..................... 17
        Section 10.2.   Landlord's Termination Right......................... 18
        Section 10.3.   Termination Rights at End of Term.................... 18
        Section 10.4.   No Other Termination Rights.......................... 18

ARTICLE 11
        EMINENT DOMAIN....................................................... 18
        Section 11.1.   Effect of Condemnation............................... 18
        Section 11.2.   Condemnation Award................................... 19
        Section 11.3.   Temporary Taking..................................... 19

ARTICLE 12
        ASSIGNMENT, SUBLETTING MORTGAGING.................................... 20
        Section 12.1.   General Limitation................................... 20
        Section 12.2..  Landlord's Expenses.................................. 20
        Section 12.3.   No Release........................................... 20
        Section 12.4.   Certain Permitted Transfers.......................... 20
        Section 12.5.   Replacement Lease.................................... 21


                                      -ii-
<PAGE>

        Section 12.6.   Certain Rights to Sublease.......................... 21
        Section 12.7.   Sublease Profit..................................... 23
        Section 12.8.   Certain Rights to Assign............................ 23
        Section 12.9.   Assignment Profit................................... 24
        Section 12.10.  Recapture Rights.................................... 24
        Section 12.11....................................................... 26

ARTICLE 13
        ELECTRICITY......................................................... 26
        Section 13.1.   Service............................................. 26
        Section 13.2.   Electricity Additional Rent......................... 26
        Section 13.3.   Termination of Electric Service..................... 28

ARTICLE 14
        ACCESS TO PREMISES.................................................. 29
        Section 14.1.   Ducts, Pipes and Conduits........................... 29
        Section 14.2.   Access.............................................. 29
        Section 14.3.   Keys................................................ 29
        Section 14.4.   Building Changes.................................... 29

ARTICLE 15
        DEFAULT............................................................. 30
        Section 15.1.   Events of Default................................... 30
        Section 15.2.   Termination......................................... 31

ARTICLE 16
        REMEDIES AND DAMAGES................................................ 32
        Section 16.1.        Certain Remedies............................... 32
        Section 16.2.        Certain Waivers................................ 32
        Section 16.3.        Damages........................................ 33

ARTICLE 17
        LANDLORD FEES AND EXPENSES.......................................... 34
        Section 17.1.        Landlord's Costs After Event of Default........ 34
        Section 17.2.        Interest on Late Payments...................... 34

ARTICLE 18
        CONDITION OF PREMISED............................................... 34
        Section 18.1.        No Representations............................. 34

ARTICLE 19
        END OF TERM......................................................... 35
        Section 19.1.        Condition of Premises at End of Term........... 35


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ARTICLE 20
        QUIET ENJOYMENT..................................................... 35
        Section 20.1.        Landlord's Covenant............................ 35

ARTICLE 21
                                          POSSESSION........................ 35
        Section 21.1.        Extent of Landlord's Liability................. 35
        Section 21.2.        Failure to Give Possession..................... 36

ARTICLE 22
                                           NO WAIVER........................ 36
        Section 22.1.        No Surrender................................... 36
        Section 22.2.        No Waiver by Landlord.......................... 36
        Section 22.3.        No Waiver by Tenant............................ 36

ARTICLE 23
        WAIVER OF TRIAL BY JURY............................................. 37
        Section 23.1.        Waiver......................................... 37

ARTICLE 24
        SERVICES............................................................ 37
        Section 24.1.        Passenger Elevators............................ 37
        Section 24.2.        Freight Elevators.............................. 37
        Section 24.3.        HVAC........................................... 37
        Section 24.4.        Cleaning....................................... 38
        Section 24.5.        Directory...................................... 38

ARTICLE 25
        INABILITY TO PERFORM                ................................ 38
        Section 25.1.        Unavoidable Delays............................. 38

ARTICLE 26
        BILLS AND NOTICES................................................... 39
        Section 26.1.        Means of Notice................................ 39

ARTICLE 27
        VAULT SPACE......................................................... 39
        Section 27.1.        Outside of Premises............................ 39

ARTICLE 28
        SECURITY.... ........................................................ 40
        Section 28.1.         Cash or Letter of Credit....................... 40

ARTICLE 29
        BROKER.............................................................. 41
        Section 29.1.        Commission..................................... 41


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ARTICLE 30
        INDEMNITY............................................................ 41
        Section 30.1.   Tenant's Indemnification of Landlord................. 41
        Section 30.2.   Landlord's Indemnification of Tenant................. 41

ARTICLE 31
        ADDITIONAL PROVISIONS................................................ 42
        Section 31.1.   Not Binding Until Execution.......................... 42
        Section 31.2.   Extent of Landlord's Liability....................... 42
        Section 31.3.   Rent under Section 502(b)(7) of the Bankruptcy Code.. 42
        Section 31.4.   Survival............................................. 42
        Section 31.5.   No Recording......................................... 42
        Section 31.6.   Landlord's Consents and Approvals.................... 42
        Section 31.7.   Merger; Written Supplements.......................... 43
        Section 31.8.   Submission to Jurisdiction........................... 43
        Section 31.9.   Captions............................................. 43
        Section 31.10.  Parties Bound........................................ 43
        Section 31.11.  Schedules and Exhibits............................... 43
        Section 31.12.  Gender............................................... 43
        Section 31.13.  Divisibility......................................... 43
        Section 31.13.  Adjacent Excavation.................................. 44
        Section 31.14.  United Nations Plaza................................. 44


EXHIBITS

A       DEFINITIONS
B       CLEANING SPECIFICATIONS
LANDLORD'S WORK

SCHEDULES

PREMISES
RULES AND REGULATIONS


                                       -v-
<PAGE>

      THIS AGREEMENT OF LEASE, made as of the 11th day of May, 1999, between 866
U.N. PLAZA ASSOCIATES LLC ("Initial Landlord"), a New York limited liability
company, having an office c/o MRC Management LLC, 330 Madison Avenue, New York,
New York 10017, and eNOTE.com, INC. ("Initial Tenant"), a Delaware corporation,
having an office at One Lawson Lane, Burlington, Vermont 05402.

                              W I T N E S S E T H :

      WHEREAS, Initial Landlord wishes to demise and let unto Initial Tenant,
and Initial Tenant wishes to hire and take from Initial Landlord, certain
premises on the terms and subject to the conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the mutual receipt and legal sufficiency of which the
parties hereto hereby acknowledge, Initial Landlord and Initial Tenant hereby
agree as follows:

                                    ARTICLE 1
                   DEFINITIONS, DEMISE, PREMISES, TERM, FIXED
                                      RENT

      Section 1.1. Definitions. Capitalized terms used herein shall have the
respective meanings indicated in Exhibit "A" attached hereto and made a part
hereof.

      Section 1.2. Demise. Subject to the terms hereof, Landlord hereby demises
and lets to Tenant, and Tenant hereby hires and takes from Landlord, the
Premises for the Term.

      Section 1.3. Fixed Rent. The annual base rental for the Premises (the
"Fixed Rent") shall be:

      (1) Twenty-One Thousand Three Hundred Sixty-Eight and 52/100 Dollars
($21,368.52) for the period commencing on the Commencement Date and ending on
September 30, 1999 ($1,780.71 per month), and

      (2) Twenty-Five Thousand Eight Hundred Seventy-One Dollars ($25,871) for
the period commencing on October 1, 1999 and ending on the Fixed Expiration Date
($2,155.92 per month),

which Tenant shall pay in equal monthly installments in advance, on the first
(1st) day of each calendar month during the Term commencing on the 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 to the
extent otherwise expressly provided herein). Tenant shall pay to Landlord
simultaneously with the execution and delivery hereof an amount equal to One
Thousand Seven Hundred Eighty and 71/100 Dollars ($1,780.71), which Landlord
shall apply against the Fixed Rent first coming due hereunder for the period
commencing on the Commencement Date.
<PAGE>

                                    ARTICLE 2
                                   ESCALATION

      Section 2.1. Certain Definitional Matters.

            (A) "Wage Rate" shall mean an amount equal to the minimum regular
wage and all other sums, in either case computed on an hourly basis, required to
be paid annually to or for the benefit of Porters pursuant to a collective
bargaining agreement negotiated by R.A.B. with Local 32B, it being understood
that:

      (i)   the Wage Rate shall include, but not be limited to, the aforesaid
            minimum regular wage and all sums paid for pension, welfare, dental
            and training fund contributions, mandatory bonuses, uniforms,
            annuity funds, mandatory or customary overtime pay, social security,
            unemployment, disability benefits, health, life, accident, workers'
            Compensation and any other type of insurance,

      (ii)  the Wage Rate shall be computed by dividing the combined total
            amount so required to be paid to or for the benefit of the employee,
            annually, by the number of hours (including mandatory or customary
            overtime) that the employee is actually or customarily required to
            work annually if the employee takes all of the paid time off to
            which he or she may be entitled (including, but not limited to, time
            for vacations, holidays, sick days, birthdays, medical check-ups,
            relief time and jury duty),

      (iii) if length of service is a factor in determining any element of the
            Wage Rate, such as, for example, vacation or the minimum regular
            wage, it shall be conclusively presumed that all employees have had
            five years' service,

      (iv)  the calculation of sums paid for workers' compensation shall be
            based upon the annual rates for cleaners published by the New York
            State Workers' Compensation Rating Board,

      (v)   jury duty shall be calculated on the basis of an average of three
            days per year,

      (vi)  if any such agreement is not entered into or if R.A.B. ceases to
            bargain collectively, then the Wage Rate shall be an amount equal to
            the minimum wage rate and other sums as aforesaid, in either case
            computed on an hourly basis, required to be paid annually, to or for
            the benefit of Porters engaged in the maintenance and operation of
            the Building and payable by either Landlord or the contractor
            furnishing such services, and

      (vii) if, by reason of any Requirement, an increase in the Wage Rate is
            reduced or does not take effiect, or increases in the Wage Rate are
            limited or prohibited, then for the period covered by such
            Requirement, the applicable increase in the Wage Rate for purposes
            hereof shall be the maximum increase or increases


                                       -2-
<PAGE>

            in the Wage Rate permitted during such period, and, upon the
            expiration thereof, Tenant shall pay to Landlord, on demand, to the
            extent permitted by applicable Requirements, the amount by which the
            aggregate Porters Wage Payments applicable to such period exceed the
            aggregate Porters Wage Payments paid for such period by Tenant
            pursuant to such Requirement, together with interest thereon at the
            lesser of (i) the Base Rate, and (ii) the maximum rate permitted by
            law.

            (B) "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
assessments levied after the date of this Lease in whole or in part for public
benefits to the Real Property or the Building (or by or on behalf of any
business improvement district) without taking into account (x) any discount that
Landlord may receive by virtue of any early payment of Taxes, or (y) any
Excluded Amounts; provided, however, 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 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.

      Section 2.2. Tax Payment. (A) Subject to the provisions of this Section
2.2, Tenant shall pay to Landlord, on the first day of the calendar month
following the calendar month during which Landlord gives the initial Tax
Statement to Tenant, and on the first day of each succeeding calendar month
during the Term (until Landlord gives Tenant an additional Tax Statement
pursuant to Section 2.2(B) hereof), an amount equal to the quotient obtained by
dividing (x) the Tax Payment for the Tax Year covered by such Tax Statement, by
(y) twelve (12) (the "Initial Monthly Tax Amount"). If Landlord gives the
initial Tax Statement to Tenant after the first day of the Tax Year covered
thereby, then Tenant, on the first day of the following calendar month, shall
also pay to Landlord an amount equal to the product obtained by multiplying i)
the Initial Monthly Tax Amount, by ii) the number of calendar months which have
elapsed since the beginning of such Tax Year.

            (B) Landlord shall give additional Tax Statements to Tenant from
time to time in respect of each Tax Year from and after the Tax Year covered by
the initial Tax Statement given to Tenant. Subject to the provisions of this
Section 2.2, Tenant shall pay to Landlord, on the first day of the calendar
month immediately following the calendar month during which Landlord gives to
Tenant such additional Tax Statement, and on the first day of each succeeding
calendar month during the Term (until Landlord gives Tenant an additional


                                      -3-
<PAGE>

Tax Statement pursuant to this Section 2.2(B)),  an amount equal to the quotient
obtained  by  dividing  (x) the Tax  Payment  for the Tax Year  covered  by such
additional Tax Statement,  by (y) twelve (the "Subsequent  Monthly Tax Amount").
If the Subsequent  Monthly Tax Amount exceeds the Initial Monthly Tax Amount, or
the Subsequent  Monthly Tax Amount  calculated  using the previous Tax Statement
most recently given to Tenant, as the case may be (the amount of any such excess
being referred to herein as a "Monthly Tax Deficiency"),  then, on the first day
of the calendar  month  immediately  following  the calendar  month during which
Landlord gives to Tenant such additional Tax Statement, Tenant shall also pay to
Landlord an amount equal to the product  obtained by  multiplying i) the Monthly
Tax  Deficiency,  by ii) the number of calendar  months which have elapsed since
the beginning of the Tax Year covered by such  additional Tax Statement.  If the
Initial  Monthly Tax Amount,  or the  Subsequent  Monthly Tax Amount  calculated
using the previous Tax Statement most recently given to Tenant,  as the case may
be,  exceeds  the  Subsequent  Monthly Tax Amount (the amount of any such excess
being  referred to herein as a "Monthly  Tax  Surplus"),  then  Tenant  shall be
entitled  to a credit to apply  against the Rental  thereafter  coming due in an
aggregate  amount equal to the product  obtained by multiplying  (i) the Monthly
Tax Surplus,  by (ii) the number of calendar months which have elapsed since the
beginning of the Tax Year covered by such  additional Tax  Statement;  provided,
however,  that if at the expiration or earlier termination of the Term, any such
credit remains  unused,  then Landlord shall make payment thereof to Tenant (net
of any amounts owing by Tenant to Landlord in connection with any termination of
the Term).

            (C) Tenant shall make the Tax Payment regardless of whether Tenant
is exempt from the payment of Taxes for any reason, including, without
limitation, Tenant's diplomatic status.

      Section 2.3. Tax Reduction Proceedings. (A) If, after a Tax Statement has
been sent to Tenant, an Assessed Valuation which had been used in computing the
Taxes for a Tax Year is reduced and, as a result thereof, a refund of Taxes is
received by or on behalf of Landlord, then, on or prior to the twentieth (20th)
day after the date when such refund is made, Landlord shall send Tenant a Tax
Statement adjusting the Taxes for such Tax Year (taking into account the
expenses mentioned in Section 2.1(B) hereof) and setting forth Tenant's share of
such refund. Tenant shall be entitled to a credit against the Rental thereafter
coming due in an aggregate amount equal to Tenant's share of such refund;
provided, however, that (x) Tenant's share of such refund shall in no event
exceed 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, and (y) if at the expiration or earlier termination of the
Term, any such credit remains unused, then Landlord shall make payment thereof
to Tenant (net of any amounts owing by Tenant to Landlord).

            (B) If, after a Tax Statement has been sent to Tenant, the Assessed
Valuation which had been used in computing the Base Taxes is reduced (as a
result of settlement, final determination of legal proceedings or otherwise),
then i) the Base Taxes shall be retroactively adjusted to reflect such
reduction, and ii) all retroactive Tax Payments


                                      -4-
<PAGE>

resulting from such retroactive adjustment shall be due and payable on the tenth
(10th) day after Landlord gives Tenant an invoice therefor.

      Section 2.4. Porters Wage Payment. (A) Subject to the provisions of this
Section 2.4, Tenant shall pay to Landlord, on the first day of the calendar
month following the calendar month during which Landlord gives to Tenant the
initial Porters Wage Statement, and on the first day of each succeeding calendar
month during the Term (until Landlord gives Tenant an additional Porters Wage
Statement pursuant to Section 2.4(B) hereof), an amount equal to the quotient
obtained by dividing (x) the Porters Wage Payment for the Comparison Year
covered by such Porters Wage Statement, by (y) twelve (12) (the "Initial Monthly
Porters Wage Amount"). If Landlord gives such Porters Wage Statement to Tenant
after the first day of the Comparison Year covered thereby, then Tenant, on the
first day of the following calendar month, shall also pay to Landlord an amount
equal to the product obtained by multiplying (i) the Initial Monthly Porters
Wage Amount, by (ii) the number of calendar months which have elapsed since the
beginning of such Comparison Year.

            (B) Landlord shall give Tenant additional Porters Wage Statements
from time to time in respect of each Comparison Year from and after the
Comparison Year covered by the initial Porters Wage Statement given to Tenant.
Subject to the provisions of this Section 2.4, Tenant shall pay to Landlord, on
the first day of the calendar month immediately following the calendar month
during which Landlord gives to Tenant an additional Porters Wage Statement
(after having given the initial Porters Wage Statement to Tenant, as aforesaid),
and on the first day of each succeeding calendar month during the Term (until
Landlord gives Tenant an additional Porters Wage Statement pursuant to this
Section 2.4(B)), an amount equal to the quotient obtained by dividing (x) the
Porters Wage Payment for the Comparison Year covered by such Porters Wage
Statement, by (y) twelve (12) (the "Subsequent Monthly Porters Wage Amount"). If
the Subsequent Monthly Porters Wage Amount exceeds the Initial Monthly Porters
Wage Amount, or the Subsequent Monthly Porters Wage Amount calculated using the
previous Porters Wage Statement most recently given to Tenant, as the case may
be (the amount of any such excess being referred to herein as a "Monthly Porters
Wage Deficiency"), then, on the first day of the calendar month immediately
following the calendar month during which Landlord gives to Tenant such
additional Porters Wage Statement, Tenant shall also pay to Landlord an amount
equal to the product obtained by multiplying (i) the Monthly Porters Wage
Deficiency, by (ii) the number of calendar months which have elapsed since the
beginning of the Comparison Year covered by such additional Porters Wage
Statement. If the Initial Monthly Porters Wage Amount, or the Subsequent Monthly
Porters Wage Amount calculated using the previous Porters Wage Statement most
recently given to Tenant, as the case may be, exceeds the Subsequent Monthly
Porters Wage Amount (the amount of any such excess being referred to herein as a
"Monthly Porters Wage Surplus"), then Tenant shall be entitled to a credit to
apply against the Rental thereafter coming due in an aggregate amount equal to
the product obtained by multiplying (i) the Monthly Porters Wage Surplus, by
(ii) the number of calendar months which have elapsed since the beginning of the
Comparison Year covered by such additional Porters Wage Statement; provided,
however, that if at the expiration or earlier termination of the Term, any such
credit remains unused, then Landlord shall make payment thereof to Tenant (net
of any amounts owing by Tenant to Landlord).


                                      -5-
<PAGE>

      Section 2.5. Building Energy. (A) Subject to the provisions of this
Section 2.5, Tenant shall pay to Landlord, on the first day of the calendar
month following the calendar month during which Landlord gives to Tenant the
initial Building Energy Statement, and on the first day of each succeeding
calendar month during the Term (until Landlord gives Tenant an additional
Building Energy Statement pursuant to Section 2.5(B) hereof), an amount equal to
the quotient obtained by dividing (x) the Building Energy Payment for the Energy
Year covered by such Building Energy Statement, by (y) twelve (12) (the "Initial
Monthly Building Energy Amount"). If Landlord gives such Building Energy
Statement to Tenant after the first day of the Energy Year covered thereby, then
Tenant on the first day of the following calendar month, shall also pay to
Landlord an amount equal to the product obtained by multiplying (i) the Initial
Monthly Building Energy Amount, by (ii) the number of calendar months which have
elapsed since the beginning of such Energy Year.

            (B) Landlord shall give Tenant Annual Building Energy Statements
from time to time in respect of each Energy Year from and after the Energy Year
covered by the initial Building Energy Statement given to Tenant. Subject to the
provisions of this Section 2.5, Tenant shall pay to Landlord, on the first day
of the calendar month immediately following the calendar month during which
Landlord gives to Tenant an additional Building Energy Statement (after having
given the initial Building Energy Statement to Tenant, as aforesaid), and on the
first day of each succeeding calendar month during the Term (until Landlord
gives Tenant an additional Building Energy Statement pursuant to this Section
2.5(B)), an amount equal to the quotient obtained by dividing (x) the Building
Energy Payment for the Energy Year covered by such Building Energy Statement, by
(y) twelve (12) (the "Subsequent Monthly Building Energy Amount"). If the
Subsequent Monthly Building Energy Amount exceeds the Initial Monthly Building
Energy Amount, or the Subsequent Monthly Building Energy Amount calculated using
the previous Building Energy Statement most recently given to Tenant, as the
case may be (the amount of any such excess being referred to herein as a
"Monthly Building Energy Deficiency"), then, on the first day of the calendar
month immediately following the calendar month during which Landlord gives to
Tenant such additional Building Energy Statement, Tenant shall also pay to
Landlord an amount equal to the product obtained by multiplying (i) the Monthly
Building Energy Deficiency, by (ii) the number of calendar months which have
elapsed since the beginning of the Energy Year covered by such additional
Building Energy Statement. If the Initial Monthly Building Energy Amount, or the
Subsequent Monthly Building Energy Amount calculated using the previous Building
Energy Statement most recently given to Tenant, as the case may be, exceeds the
Subsequent Monthly Building Energy Amount (the amount of any such excess being
referred to herein as a "Monthly Building Energy Surplus"), then Tenant shall be
entitled to a credit to apply against the Rental thereafter coming due in an
aggregate amount equal to the product obtained by multiplying (i) the Monthly
Building Energy Surplus, by (ii) the number of calendar months which have
elapsed since the beginning of the Energy Year covered by such additional
Building Energy Statement; provided, however, that if at the expiration or
earlier termination of the Term, any such credit remains unused, then Landlord
shall make payment thereof to Tenant (net of any amounts owing by Tenant to
Landlord).


                                      -6-
<PAGE>

            (C) The cost of any item which was included in Building Energy Costs
for the Base Energy Year and which is no longer being incurred by Landlord by
reason of the installation of an energy saving device shall be deleted from
Building Energy Costs for the Base Energy Year in connection with the
calculation of the Building Energy Payment for all Energy Years from and after
the Energy Year in which such installation occurs.

                                    ARTICLE 3
                                USE AND OCCUPANCY

      Section 3.1. Permitted Use. Subject to Section 3.2 hereof, Tenant shall
use and occupy the Premises only as general and executive offices, and for
purposes incidental thereto.

      Section 3.2. Limitations. 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 to the extent incidental to Tenant's own business being
conducted in the Premises, (2) for any enterprise which conducts business in the
Premises with the general public on an off-the-street retail basis, (3) by any
Governmental Authority or any other Person having sovereign or diplomatic
immunity, (4) 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 to be employed at the Premises), (5) as a health
care facility, (6) as a television or radio studio, or (7) as a kitchen,
cafeteria or restaurant, except that Tenant, subject to Article 4 hereof, may
install a unit in the Premises to warm food and prepare light meals solely for
Tenant's officers, employees and guests.

      Section 3.3. Advertising. Tenant shall not use advertising which i)
identifies the Building, and ii) impairs the reputation of the Building as a
first-class office building.

                                    ARTICLE 4
                                   ALTERATIONS

      Section 4.1. General. Tenant shall not make any Alterations without
Landlord's prior consent. Landlord shall not unreasonably withhold or delay its
consent to Tenant's proposed Alterations, provided that such Alterations i) are
not visible, at street level, from the outside of the Building, ii) do not
require any alterations, installations, improvements, additions or other
physical changes to be performed in or made to any portion of the Real Property
other than the Premises, iii) do not affect the proper functioning of any
Building System, iv) do not affect the validity of the certificate of occupancy
for the Building or any part thereof, and v) do not constitute Alterations to
the structural components of the Building (any Alterations which satisfy the
requirements described in clauses (i) through (v) above being referred to herein
as "Qualified Alterations").


                                      -7-
<PAGE>

      Section 4.2. Procedure for Alterations. Tenant, before making any
Alterations, shall submit to Landlord detailed plans and specifications therefor
(including layout, architectural, mechanical and structural drawings). Landlord
shall include with any disapproval of Tenant's aforesaid plans and
specifications a statement of the reasons for such disapproval. Landlord shall
have the right to (a) disapprove any plans and specifications in part, (b)
reserve approval of items shown thereon pending Landlord's review and approval
of other plans and specifications, or (c) condition Landlord's approval on
Tenant making revisions to the plans and specifications or supplying additional
informative. Any review or approval by Landlord of any plans or specifications
or any preparation or design of any plans by any architect or engineer
designated by Landlord for any Alteration is solely for Landlord's benefit, and
without any representation or warranty whatsoever with respect thereto.

      Section 4.3. Permits and Insurance for Alterations. Tenant, at Tenant's
expense, shall obtain all permits, approvals and certificates required by any
Governmental Authorities in connection with each Alteration. Tenant, at Tenant's
expense, shall also furnish to Landlord, in connection with each Alteration,
duplicate original policies of worker's compensation insurance (covering all
persons to be employed by Tenant, and Tenant's contractors and subcontractors,
in connection with such Alteration) and commercial general liability insurance
(including property damage coverage), in either case in such form, with such
companies, for such periods and in such amounts (not to exceed Five Million
Dollars ($5,000,000) with respect to general contractors and One Million Dollars
($ 1,000,000) with respect to subcontractors) as Landlord may reasonably
approve, naming Landlord, any Lessor and any Mortgagee as additional insureds
(it being agreed that Tenant, in lieu of providing Landlord with such insurance
policies, may deliver to Landlord certificates thereof in form and substance
reasonably acceptable to Landlord). Upon completion of each Alteration, Tenant,
at Tenant's expense, shall obtain for each Alteration any certificates of final
approval required by any Governmental Authority and shall furnish Landlord with
copies thereof, together with the "as-built" plans and specifications for such
Alterations. Upon the request of Tenant, Landlord shall join in any applications
for any permits, approvals or certificates required to be obtained by Tenant in
connection with any permitted Alteration and shall otherwise cooperate with
Tenant in connection with such applications, provided that (x) Landlord shall
not be obligated to incur any cost or expense, including, without limitation,
attorneys' fees and disbursements, or suffer any liability, in connection
therewith, and (y) the applicable Requirement requires Landlord to join in such
application. Tenant shall engage a Person designated reasonably by Landlord to
act as Tenant's expeditor for purposes of obtaining such permits, approvals or
certificates.

      Section 4.4. Financial Integrity. Tenant shall not permit any materials or
equipment to be incorporated in the Premises in connection with any Alterations
to be subject to any lien, encumbrance, chattel mortgage or title retention or
security agreement. Tenant shall not make any Alteration at a cost for labor and
materials (as reasonably estimated by Landlord's architect, engineer or
contractor) in excess of Twenty-Five Thousand Dollars ($25,000), either
individually or in the aggregate with any other Alteration constructed in any
twelve (12) month period, prior to Tenants delivering to Landlord a performance
bond and labor and materials payment bond (issued by a surety company and in
form reasonably


                                      -8-
<PAGE>

satisfactory to Landlord), each in an amount equal to such estimated cost for
labor and materials (as reasonably estimated by Landlord's architect, engineer
or contractor).

      Section 4.5. Effect of Building. If, as a result of any Alterations
performed by Tenant, any alterations, installations, improvements, additions or
other physical changes are then required to be made to any portion of the
Building or the Real Property other than the Premises in order to comply with
any Requirements, which alterations, installations, improvements, additions or
other physical changes would not otherwise have had to be made pursuant to
applicable Requirements at such time, then (x) Landlord may make such
alterations, installations, improvements, additions or other physical changes,
and (y) Tenant shall pay to Landlord the reasonable costs incurred by Landlord
in performing such alterations, installations, improvements, additions or other
physical changes, not later than the tenth (10th) day after the date when
Landlord gives to Tenant Landlord's statement therefor. In addition, Tenant,
within five (5) days after demand by Landlord, shall provide Landlord with such
security as Landlord may reasonably require, in an amount equal to the
reasonable cost of such alterations, installations, improvements, additions or
other physical changes, as reasonably estimated by Landlord's architect,
engineer or contractor.

      Section 4.6. Time for Performance of Alterations; Rules. Tenant shall not
perform Alterations during the hours of 8:00 A.M. to 6:00 P.M. on Business Days
to the extent such work interferes with or interrupts the Operation of the
Property. Tenant, in connection with Tenant's performance of Alterations, shall
comply with reasonable rules adopted by Landlord from time to time to minimize
the impact of the performance of Alterations on the Operation of the Property
and other tenants' use of the Building.

      Section 4.7. Removal of Alterations and Tenant's Property. On or prior to
the Expiration Date, Tenant, at Tenant's sole cost and expense, (x) shall remove
Tenant's Property from the Premises, and (y) may remove any Alterations. 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. Landlord may
require Tenant to remove any Specialty Alterations, and 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, by giving notice thereof to Tenant not later
than the thirtieth (30th) day before the Fixed Expiration Date, or, if the
Expiration Date is not the Fixed Expiration Date, the thirtieth (30th) day after
the Expiration Date. Tenant shall perform any work required by this Section 4.7
in accordance with the provisions of this Article 4. The provisions of this
Section 4.7 shall survive the expiration or earlier termination of the Term.

      Section 4.8. Contractors; Architectural Supervision. Tenant shall perform
Alterations using contractors, subcontractors or mechanics approved by Landlord;
provided, however, that if any such Alteration affects a Building System, then
i) Tenant shall select a contractor therefor from a list of approved contractors
furnished by Landlord to Tenant (containing at least three (3) contractors), and
ii) the Alteration shall be designed, at Tenant's expense, by Landlord's
engineer for the relevant Building System. All Alterations requiring the consent
of Landlord shall be performed only under the supervision of an independent


                                      -9-
<PAGE>

licensed architect approved by Landlord, which approval Landlord shall not
unreasonably withhold or delay.

      Section 4.9. Mechanics' Liens. 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 receives notice thereof, at Tenant's
expense, by payment, filing the bond required by law, or making a deposit into a
court of competent jurisdiction as provided by applicable law.

      Section 4.10. Labor Conflicts. Tenant, at any time prior to or during the
Term, shall not directly or indirectly employ, or permit the employment of, any
contractor, mechanic or laborer in the Premises if such employment interferes or
causes any conflict with other contractors, mechanics or laborers engaged in the
Operation of the Property.

      Section 4.11. Landlord's Expenses. Tenant shall pay to Landlord, from time
to time, the reasonable out-of-pocket costs incurred by Landlord in connection
with Alterations (including, without limitation, the reasonable out-of-pocket
costs incurred by Landlord or a Mortgagee or Lessor in reviewing Tenant's plans
and specifications for a proposed Alteration for which Landlord's consent is
required hereunder) and a reasonable charge for Landlord's oversight of the
applicable Alteration (it being understood that Landlord shall not have any
liability to Tenant or any third party for such oversight).

                                    ARTICLE 5
                                     REPAIRS

      Section 5.1. Landlord's Repairs. Subject to Article 10 and Article 11
hereof, Landlord shall operate, maintain and make all necessary repairs or
replacements to i) the part of the Building Systems which provide service to the
Premises (but not to the distribution portions of such Building Systems located
within the Premises), and ii) the exterior and foundations of the Building and
the public portions of the Building, both exterior and interior, in either case
in conformance with standards applicable to first-class office buildings in
Manhattan.

      Section 5.2. Tenant's Repairs. Subject to Article 10 and Article 11
hereof, Tenant, at Tenant's sole cost and expense, shall take good care of the
Premises and the fixtures, equipment and appurtenances therein, and the
distribution portions of the Building Systems located within the Premises, and
shall make all nonstructural repairs or replacements thereto as and when needed
to preserve them in good working order and condition, except for reasonable wear
and tear and obsolescence. Tenant shall perform any repairs required to be
performed by Tenant pursuant to this Article 5 in accordance with the provisions
of Article 4 hereof. If Tenant fails after twenty (20) days' prior notice (or
such shorter period as may be required due to an emergency) to proceed with due
diligence to make repairs required to be made by Tenant, then Landlord may make
such repairs, and the expenses thereof incurred by Landlord, with interest
thereon at the Applicable Rate, shall be forthwith paid to Landlord as
additional rent not later than the tenth (10th) day after Landlord gives


                                      -10-
<PAGE>

Tenant an invoice therefor. Tenant shall give Landlord prompt notice of any
defective condition in the Building or in any Building System located in,
servicing or passing through the Premises.

      Section 5.3. Limitations. Notwithstanding the provisions of Section 5.1
hereof and Section 5.2 hereof, (x) all damage or injury to the Premises or to
any other part of the building and Building Systems, whether requiring
structural or nonstructural repairs, to the extent caused by or resulting from
negligence or wilful misconduct of Tenant, or Alterations made by Tenant, shall
be repaired, at Tenants sole cost and expense, 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), and (y) all damage or
injury to the Premises, whether requiring structural or nonstructural repairs,
to the extent caused by or resulting from negligence or wilful misconduct of
Landlord, or repairs or replacements made by Landlord, shall be repaired, at
Landlord's sole cost and expense, by Landlord to the reasonable satisfaction of
Tenant; provided, however, that nothing contained in this Section 5.3 limits the
provisions of Section 9.3 hereof.

      Section 5.4. Landlord's Obligation to Minimize Interference. Landlord
shall use reasonable efforts to minimize interference with Tenant's use and
occupancy of the Premises in making any repairs or replacements pursuant to this
Article 5; provided, however, that Landlord shall have no obligation to employ
contractors or labor at overtime or premium pay rates or to incur any other
overtime costs or expenses whatsoever. The validity of this Lease, and Tenant's
obligation to pay Rental hereunder, shall not be affected by any Requirement or
repair or other work undertaken by or on behalf of Landlord that in either case
requires the closing, darkening or bricking-up of any windows in the Premises.

                                    ARTICLE 6
                               REQUIREMENTS OF LAW

      Section 6.1. Tenant's Obligation to Comply with Requirements. Subject to
Section 6.3 hereof, Tenant, at Tenant's expense, shall comply with all
Requirements applicable to or arising by virtue of (x) the specific manner and
nature of the use of the Premises by Tenant ("Tenant's Specific Use"), or (y)
Alterations. 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 "all-risk"
insurance policy. If, by reason of Tenant's Specific Use or Alterations, the
fire insurance rate for the Building is higher than it otherwise would be, then
Tenant shall reimburse Landlord, as additional rent hereunder, for the amount of
such excess. 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. Tenant shall not place a load upon any floor of the
Premises which exceeds the live load permitted by the certificate of occupancy
for the Premises. Tenant shall not permit any of the windows of the Premises to
be cleaned in violation of any Requirement, including, without limitation,
Section 202 of the Labor Law of the State of New York.


                                      -11-
<PAGE>

      Section 6.2. Landlord's Obligation to Comply with Requirements. Landlord,
at its sole cost and expense, shall comply with (or cause compliance with) all
Requirements applicable to the Premises, the Building and the Building Systems
other than those Requirements with which Tenant is required to comply, to the
extent non-compliance therewith interferes with Tenant's use and occupancy of
the Premises. Subject to Articles 10 and 11 hereof, Landlord covenants that from
and after the Commencement Date, a temporary or permanent certificate of
occupancy covering the Premises shall be in force permitting the Premises to be
used as offices, provided, however, that i) nothing contained herein constitutes
Landlord's covenant, 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, as opposed to mere "office" use, and ii) Landlord shall have
no liability to Tenant under this Section 6.2 to the extent such certificate is
not in force by reason of Tenant's default hereunder or Alterations.

      Section 6.3. Tenant's Right to Contest Requirements. Subject to the
provisions of this Section 6.3, 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 affecting the
Premises (any such proceedings instituted by Tenant being referred to herein as
a "Compliance Challenge"). Tenant shall not institute any Compliance Challenge
if, by reason of such non-compliance or by reason of such Compliance Challenge,
the Real Property or any part thereof is subject to being condemned or vacated,
or the certificate of occupancy for the Premises or the Building is subject to
being suspended or any Landlord Indemnitee is subject to criminal prosecution
therefor. If any Landlord Indemnitee may be subject to any civil fines or
penalties, or if any Landlord Indemnitee may be liable to any independent third
party, in either case as a result of such noncompliance or such Compliance
Challenge, then, prior to instituting such Compliance Challenge, Tenant shall
furnish to Landlord a bond of a surety company reasonably satisfactory to
Landlord, in form and substance reasonably satisfactory to Landlord, and in an
amount equal to one hundred twenty percent (120%) of the sum of A) the cost of
such compliance, B) the 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). If
Tenant initiates any such Compliance Challenge, then Tenant shall keep Landlord
regularly advised as to the status thereof.

      Section 6.4. Rent Control. If at the commencement of this Lease, or at any
time or times during the Term, the Rental reserved in this Lease is not fully
collectible by reason of any Requirement, then Tenant shall enter into such
agreements and take such other steps (without additional expense to Tenant) as
Landlord may 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


                                      -12-
<PAGE>

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

                                    ARTICLE 7
                                SUBORDINATION[ON

      Section 7.1. Subordination and Non-Disturbance. This Lease shall be
subject and subordinate to each Superior Lease and to each Mortgage.

      Section 7.2. Attornment. If at any time prior to the expiration of the
Term, any Superior Lease terminates or any Mortgagee comes into possession of
the Real Property or the Building or the estate created by any Superior Lease,
then Tenant, 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, shall 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, 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 not be:

            (1) liable for any actor 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, 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 this Lease, the need for which repairs and maintenance first
arises or continues after the date when such owner, Lessor, or Mortgagee
succeeds to Landlord's interest in the Real Property, 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 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 Lessor or Mortgagee, or


                                      -13-
<PAGE>

        (6) bound by any  amendment or  modification  of this Lease made without
the consent of such Mortgagee or Lessor, as the case may be.

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 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
recordable form, in confirmation of the foregoing provisions of Section 7.1
hereof and this Section 7.2, reasonably satisfactory to any such owner, Lessor
or Mortgagee, acknowledging the subordination described in Section 7.1 hereof
and such attornment and setting forth the terms and conditions of its tenancy.

      Section 7.3. Tenants Estoppel Certificate. Tenant, within seven (7) days
after Landlord's request from time to time, shall deliver to Landlord a written
statement executed by Tenant, in form reasonably satisfactory to Landlord, (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 and related to this Lease. Tenant acknowledges
that any statement delivered by Tenant pursuant to this Section 7.3 may be
relied upon by (x) any purchaser or owner of the Real Property or the Building,
or Landlord's interest in the Real Property or the Building, (y) any Mortgagee,
or (z) any Lessor.

      Section 7.4. Rights to Cure Landlord's Default. If i) a Mortgage or
Superior Lease is in effect, and ii) Tenant has theretofore received notice
thereof and of the address for each Mortgagee or Lessor, then Tenant shall not
seek to terminate this Lease by reason of Landlord's default hereunder until the
tenth (10th) Business Day after the date when Tenant has given written notice of
such default to such Lessors and Mortgagees at such addresses; provided,
however, that if, during such ten (10) Business Day period, any such Lessor or
Mortgagee either (a) remedies such default, or (b) in respect of any such
default by Landlord which can be remedied but cannot with due diligence be
remedied during such ten (10) Business Day period, institutes action to remedy
such default (and thereafter diligently prosecutes such remedy to completion),
then Tenant shall not have the right to terminate this Lease by reason of such
default.

      Section 7.5. Zoning Lot. Tenant hereby irrevocably waives any and all
rights 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 used 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. Tenant agrees
that this Lease shall be


                                      -14-
<PAGE>

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

      Section 8.1. Adoption; Enforcement. Tenant shall comply with the Rules and
Regulations. Nothing in this Lease shall impose upon Landlord any duty to
enforce the Rules and Regulations against any other tenant in the Building. If a
conflict or inconsistency exists between the Rules and Regulations and the
provisions of the remaining portion of this Lease, then the provisions of the
remaining portion of this Lease shall control.

                                    ARTICLE 9
                                    INSURANCE

      Section 9.1. Tenant's Insurance. Tenant, at Tenant's sole cost and
expense, shall obtain and keep in full force and effect i) an "all risk"
insurance policy for Tenant's Property at the Premises, and ii) a policy of
commercial general liability and property damage insurance on an occurrence
basis, with a broad form contractual liability endorsement (the insurance policy
described in this clause (ii) being referred to herein as the "Liability
Policy"). Such policies shall name Tenant as the insured. Landlord, Landlord's
managing agent, and any Lessors and any Mortgagees (whose names have been
furnished to Tenant) shall be named as additional insureds on such policies, as
their respective interests may appear. The Liability Policy shall contain a
provision that (a) no act or omission of Tenant shall affect or limit the
obligation of the insurer to pay the amount of any loss sustained, and (b) the
policy shall be non-cancelable with respect to Landlord, Landlord's managing
agent, and such Lessors and Mortgagees unless written notice has been given to
Landlord, which notice shall contain the policy number and the names of the
insured and additional insureds, at least thirty (30) days prior to the
effective date of any such cancellation for any reason other than the
non-payment of premium, or at least ten (10) days prior to the effective date of
any such cancellation by reason of non-payment of premium. If i) any insurance
obtained by Tenant covers Alterations, and ii) this Lease does not terminate
after the occurrence of a fire or other casualty, then (a) Tenant, promptly
after the occurrence of such fire or other casualty, shall make an appropriate
claim against its insurer in respect thereof, (b) Tenant shall not settle,
adjust or compromise any such claim without Landlord's prior approval, which
approval Landlord shall not unreasonably withhold or delay, and (c) Tenant shall
pay to Landlord any amounts recovered from Tenant's insurer for damage to such
Alterations caused by such fire or other casualty, promptly after Tenant's
receipt thereof from such insurer (it being agreed, however, that Landlord's
obligation to restore such Alterations to the extent otherwise provided herein
shall be unaffected by the inadequacy of such insurance to cover the cost of
such restoration). Tenant shall deliver promptly to Landlord a copy of any
notice of cancellation or any other notice from the insurance carrier which may
adversely


                                      -15-
<PAGE>

affect the coverage of the insureds under any policy of insurance described in
this Section 9.1. The minimum amounts of liability under the Liability Policy
shall be a combined single limit with respect to each occurrence in an amount of
Five Million Dollars ($5,000,000) for injury (or death) to persons and damage to
property, which amount may 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 buildings in Manhattan from tenants
leasing space similar in size, nature and location to the Premises. 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 Bests Insurance Guide, or any successor thereto (or if there is none,
an organization having a national reputation) as having a general policyholder
rating of "A" and a financial rating of at least "XIII".

      Section 9.2. Landlord's Insurance. Landlord, at Landlord's expense, shall
obtain and keep in full force and effect (x) insurance against loss or damage by
fire and other casualty to the Building, including Alterations, 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 coinsurance (including an "agreed
amount" endorsement), and (y) a policy of commercial general liability and
property damage insurance on an occurrence basis, with a broad form contractual
liability endorsement, in such amounts as reasonably determined by Landlord from
time to time. Notwithstanding the foregoing, Landlord shall not be liable to
Tenant for any failure to insure any Alterations unless Tenant has notified
Landlord of the completion of such Alterations and of the cost thereof, and
shall have maintained 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 9.3. Waiver of Subrogation. Subject to the provisions of this
Section 9.3, Landlord and Tenant 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 insurer waives subrogation, or consents to a
waiver of right of recovery. Landlord and Tenant, having obtained such clauses
or endorsements of waiver of subrogation or consent to a waiver of right of
recovery, shall 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 be 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,
then each party shall advise the other of the amount of any such additional
premium and such other party may, but shall not be obligated to, pay such
additional premium. If such other party does not elect to pay such additional
premium, then the first party shall not be required to obtain such waiver of
subrogation provision. If either party is unable to obtain the inclusion of such
clause even with the payment of an additional


                                      -16-
<PAGE>

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), then 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 such additional premium. If such other party does not elect to
pay such additional premium or if it is not 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 shall not have the obligation to name the other party
as an additional insured.

      Section 9.4. Evidence of Insurance. On or prior to the Commencement Date,
Tenant shall deliver to Landlord appropriate certificates of insurance,
including evidence of waivers of subrogation required pursuant to Section 9.3
hereof. 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.

                                   ARTICLE 10
                                    CASUALTY

      Section 10.1. Landlord's Obligation to Restore. Tenant shall notify
Landlord promptly of any fire or other casualty in the Premises. If the Premises
(including Alterations that Tenant has theretofore completed in accordance with
Article 4 hereof) are damaged by fire or other casualty, then, subject to the
provisions of this Article 10, Landlord shall diligently repair the damage, with
such modifications required to comply with Requirements, to substantially the
condition which existed immediately prior to such fire or other casualty (it
being agreed that Landlord shall have no liability to Tenant for Landlord's
failure to commence any such repair to the extent Tenant fails to give such
notice to Landlord of such fire or other casualty). Until such repairs which are
required to be performed by Landlord are Substantially Completed, the Fixed Rent
and the Escalation Rent shall be reduced in the proportion which the area of the
part of the Premises which is not usable by Tenant bears to the total area of
the Premises immediately prior to such casualty. Landlord shall have no
obligation to repair any damage to, or to replace, any Tenant's Property.
Landlord shall not be obligated to repair any damage to, or to replace, any
Alterations if Landlord's insurer fails to make insurance proceeds available to
Landlord to cover the cost of repairing such Alterations (excluding Landlord's
deductible) by reason of the failure of Tenant to have notified Landlord of the
completion of such Alterations and the cost thereof or to have maintained
adequate records with respect to such Alterations. Landlord shall use reasonable
efforts to minimize interference with Tenant's use and occupancy in making any
repairs pursuant to this Section 10.1. If the Premises (including any
Alterations) are damaged by fire or other casualty at any time prior to the
completion of the Initial Alterations, then Landlord's obligation to repair the
Premises (and any Alterations) shall be limited go (x) the part of the Building
Systems serving the Premises on the Commencement Date, but not the distribution
portions of such Building Systems located within the Premises, (y) the floor and
ceiling slabs of the Premises, and (z) the exterior walls of the Premises, all
to substantially


                                      -17-
<PAGE>

the same condition which existed on the Commencement Date, in each case with any
modifications required to comply with Requirements.

      Section 10.2. Landlord's Termination Right. If (x) the Building is damaged
by fire or other casualty, and (y) Landlord determines that substantial
alteration, demolition, or reconstruction of the Building is required
(regardless of whether the Premises have been damaged or rendered untenantable),
then Landlord may terminate this Lease by giving Tenant notice thereof on or
prior to the ninetieth (90th) day following such damage. If Landlord elects to
terminate this Lease, as aforesaid, then the Term shall expire upon a date set
by Landlord, but not sooner than the tenth (10th) day after Landlord gives such
notice and Tenant, on such date, shall vacate and surrender possession of the
Premises to Landlord in accordance with the provisions of Article 19 hereof.
Upon the termination of this Lease under the conditions provided in this Section
10.2, the Fixed Rent and Escalation Rent shall be apportioned and any prepaid
portion of Fixed Rent and Escalation Rent for any period after the termination
date shall be refunded by Landlord to Tenant.

      Section 10.3. Termination Rights at End of Term. If the Premises are
substantially damaged during the last eighteen (18) months of the Term, then
Landlord may elect by notice, given to the other party within forty-five (45)
days after the occurrence of such damage, to terminate this Lease. If Landlord
makes such election, then the Term shall expire upon the thirtieth (30th) day
after notice of such election is given by Landlord, and, accordingly, Tenant, on
or prior to such date, shall vacate and surrender possession of the Premises to
Landlord in accordance with the provisions of Article 19 hereof. The Premises
shall be deemed to be substantially damaged for purposes of this Section 10.3 if
i) a fire or other casualty precludes Tenant from using more than fifty percent
(50%) of the Premises for the conduct of business, and ii) Tenant's inability to
use the Premises (or the applicable portion thereof) is reasonably expected to
continue until at least the earlier to occur of (a) the Fixed Expiration Date,
and (b) the ninetieth (90th) day after the date when such fire or other casualty
occurs.

      Section 10.4. No Other Termination Rights. Tenant shall have no options to
cancel this Lease by virtue of a fire or other casualty except to the extent
specifically set forth herein. This Article 10 constitutes an express agreement
governing any case or 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.

                                   ARTICLE 11
                                 EMINENT DOMAIN

      Section 11.1. Effect of Condemnation. Subject to Section 11.3 hereof, if
the whole of the Real Property, the Building or the Premises is acquired or
condemned for any public or quasi-public use or purpose, then this Lease and the
Term shall end as of the date of the vesting of title. If only a part of the
Real Property and not the entire Premises is so acquired


                                      -18-
<PAGE>

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, (x) if a part of the
Premises is included in the part of the Real Property so acquired or condemned,
then, 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; (y) the Porters Wage
Factor shall be redetermined as the number of square feet of rentable area of
the Premises remaining after such acquisition or condemnation; and (z) Tenant's
Tax Share shall be redetermined based upon the proportion which 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) if at least twenty-five percent (25%) of the rentable area of
the Building is affected thereby, then Landlord may give to Tenant, within sixty
(60) days following the date when Landlord receives notice of vesting of title,
a notice of termination of this Lease; and (3) if the part of the Real Property
so acquired or condemned contains more than fifteen percent (15%) of the total
area of the Premises immediately prior to such acquisition or condemnation, or
if, by reason of such acquisition or condemnation, Tenant no longer has
reasonable means of access to the Premises, then Tenant shall have the right to
terminate this Lease by giving notice thereof to Landlord on or prior to the
sixtieth (60th) day after the date when Tenant receives notice of vesting of
title. If Landlord or Tenant gives any such notice to terminate this Lease, then
this Lease and the Term shall come to an end and expire upon the thirtieth
(30th) day after the date when such notice is given. If a part of the Premises
is so acquired or condemned and this Lease and the Term is not terminated
pursuant to the foregoing provisions of this Section 11.1, then Landlord, at
Landlord's expense, shall restore the part of the Premises not so acquired or
condemned to a self contained rental unit inclusive of 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 Alterations. Upon the termination of this Lease and the Term pursuant to the
provisions of this Section 11.1, the Fixed Rent and Escalation Rent shall be
apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any
period after such date shall be refunded by Landlord to Tenant.

      Section 11.2. Condemnation Award. Subject to Section 11.3 hereof, Landlord
shall be entitled to receive the entire award for any such acquisition or
condemnation of all or any part of the Real Property. 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.

      Section 11.3. Temporary Taking. If the whole or any part of the Premises
is acquired or condemned temporarily during the Term for any public or
quasi-public use or purpose, then the Term shall not be reduced or affected in
any way and, accordingly, Tenant shall continue to pay in full all items of
Rental payable by Tenant hereunder without reduction or abatement. Tenant shall
be entitled to receive for itself any award or payments


                                      -19-
<PAGE>

for such use; provided, however, that if the acquisition or condemnation is for
a period extending beyond the Term, such award or payment shall be apportioned
equitably between Landlord and Tenant. Tenant, at Tenant's sole cost and
expense, shall make Alterations to restore the Premises to the condition
existing prior to any such temporary acquisition or condemnation.

                                   ARTICLE 12
                        ASSIGNMENT, SUBLETTING MORTGAGING

      Section 12.1. General Limitation. 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 or otherwise), or mortgage or encumber its interest in this Lease, in
either case in whole or in part, (b) sublet, or permit the subletting of, the
Premises, or (c) permit the Premises to be occupied or used for desk space,
mailing privileges or otherwise, by any Person other than Tenant. Either a
transfer (including the issuance of treasury stock or the creation and issuance
of new stock or a new class of stock) of a controlling interest in the shares of
Tenant or of any entity which holds an interest in Tenant through one or more
intermediaries (if Tenant or such entity is a corporation or trust) or a
transfer of a majority of the total interest in Tenant or of any entity which
holds an interest in Tenant through one or more intermediaries Tenant or such
entity is a partnership or other entity) at any one time or over a period of
time through a series of transfers, directly or indirectly, shall be deemed an
assignment of this Lease and shall be subject to all of the provisions of this
Article 12; provided, however, that the transfer or issuance of shares of Tenant
or of any entity which holds an interest in Tenant through one or more
intermediaries (if Tenant or such entity is a corporation or trust) for purposes
of this Section 12.1 shall not include the sale of shares by persons other than
those deemed "insiders" within the meaning of the Securities Exchange Act of
1934, as amended, which sale is effected through the "over-the-counter market"
or through any recognized stock exchange.

      Section 12.2.. Landlord's Expenses. Tenant shall reimburse Landlord on
demand for any reasonable out-of-pocket costs that Landlord incurs in connection
with any proposed assignment of Tenant's interest in this Lease or any proposed
subletting of the Premises, including, without limitation, reasonable attorneys'
fees and disbursements and the reasonable costs of making investigations as to
the acceptability of the proposed subtenant or the proposed assignee.

      Section 12.3. No Release. Neither an assignment of Tenant's interest in
this Lease nor any subletting, occupancy or use of the Premises or any part
thereof by any Person other than Tenant, nor any collection of Rental by
Landlord from any Person other than Tenant shall, in any circumstances, relieve
Tenant of its obligations under this Lease on Tenant's part to be observed and
performed.

      Section 12.4. Certain Permitted Transfers. Subject to the provisions of
this Section 12.4, Tenant, without first obtaining the consent of Landlord (and
without Landlord having


                                      -20-
<PAGE>

the rights in respect thereof as provided in Section 12.10 hereof), shall have
the right to assign its interest in this Lease (in whole but not in part) i) to
any corporation which is a successor to Tenant either by merger or
consolidation, or ii) to a purchaser of all or substantially all of Tenant's
assets (provided such purchaser also assumes substantially all of Tenant's
liabilities). Tenant shall not make an assignment of this Lease without
Landlord's consent pursuant to this Section 12.4 to any Person if (x) the
principal purpose of the transaction comprising such assignment is to transfer
the tenant's interest in this Lease, or (y) the assignee has a net worth and
annual net income and cash flow, determined in accordance with either generally
accepted accounting principles or generally accepted auditing standards, in
either case consistently applied, after giving effect to such assignment, less
than Tenant's net worth and annual net income and cash flow on the date
immediately proceeding the effective date of any such assignment. If Tenant
makes an assignment of this Lease without Landlord's consent pursuant to this
Section 12.4, then Tenant shall deliver to Landlord, on or prior to the fifth
(5th) day after the effective date of such assignment, an instrument, in form
and substance reasonably satisfactory to Landlord, duly executed by Tenant and
the assignee, pursuant to which (I) Tenant makes such assignment to such
assignee, and (II) such assignee assumes all of the obligations of Tenant
arising hereunder from and after the effective date of such assignment. If
Tenant makes any such assignment to any Person (other than Tenant's Affiliate),
then Tenant shall also submit to Landlord, simultaneously with Tenant's
submission of such instrument to Landlord, reasonable evidence to the effect
that Tenant has complied with the provisions of clauses (x) and (y) above.

      Section 12.5. Replacement Lease. If, at any time after Initial Tenant
herein has assigned Tenant's interest in this Lease, this Lease is disaffirmed
or rejected in connection with the occurrence of an Insolvency Event, or is
terminated by reason of the occurrence of an Event of Default, then any prior
Tenant, including, without limitation, Initial Tenant, upon request of Landlord,
shall (1) pay to Landlord all 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 for the
Premises for a term commencing on the effective date of such disaffirmance,
rejection or termination and ending on the Fixed Expiration Date, unless sooner
terminated as in such 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 he 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.

      Section 12.6. Certain Rights to Sublease. (A) Subject to Section 12.10
hereof, Landlord shall not unreasonably withhold or delay its consent to any
subletting of the Premises, provided that:

            (1) the Premises have not been sublet at a rental rate less than the
greater of (x) the prevailing rental rate set by Landlord for comparable space
in the Building or, if there is no comparable space, the prevailing rental rate
reasonably determined by Landlord, and (y) the Rental due hereunder;


                                      -21-
<PAGE>

            (2) no Event of Default has occurred and is continuing;

            (3) the proposed subtenant has a financial standing (taking into
consideration the obligations of the proposed subtenant under the sublease)
reasonably satisfactory to Landlord, and 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) the proposed subtenant (or any Affiliate of the proposed
subtenant) is neither a tenant or subtenant of any space in the Building, nor a
Person with whom Landlord is engaged in bona fide negotiations regarding the
leasing or subleasing of space in the Building;

            (5) the subletting is not for a term of less than two (2) years
unless it commences less than two (2) years before the Fixed Expiration Date;

            (6) the subletting is not for less than the entire Premises;

            (7) Tenant and the subtenant execute and deliver an agreement, in
form and substance reasonably satisfactory to Landlord, pursuant to which
Landlord grants Landlord's consent to such sublease on terms which are
consistent with the provisions hereof; and

            (8) such sublease expressly provides that the event of termination,
re-entry or dispossess of Tenant by Landlord under this Lease, then Landlord
may, at its option, take over all of the right, title and interest of Tenant, as
sublessor under such sublease, and such subtenant, at Landlord's option, shall
attorn to Landlord pursuant to the then executory provisions of such sublease,
except that Landlord shall not be:

            (i) liable for any act or omission of Tenant under such sublease, or

            (ii) subject to any defense or offsets which subh subtenant may have
Tenant, or

            (iii) bound by any previous payment which such subtenant may have
made to Tenant of more than thirty (30) days in advance of the date upon which
such payment was due, unless previously approved by Landlord, or

            (iv) bound by any obligation to make any payment to or on behalf of
such subtenant, or

            (v) bound by any obligation to perform any work or to make
improvements to the Premises, or

            (vi) bound by any amendment or modification of such sublease made
without its consent, or


                                      -22-
<PAGE>

            (vii) bound to return such subtenant's security deposit, if any,
until such deposit has come into Landlord's actual possession and such subtenant
would be entitled to such security deposit pursuant to the terms of such
sublease.

            (B) Tenant hereby agrees that any sublease approved by Landlord
shall not be modified without the prior written consent of Landlord, or
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.

            (C) If Tenant seeks to sublease the Premises pursuant to this
Section 12.6, then, in connection with Tenant's request for Landlord's consent,
Tenant shall submit to Landlord a statement containing the following information
(the "Sublease Statement"): (a) the name and address of the proposed subtenant,
(b) a copy of the proposed sublease, duly executed by Tenant and the proposed
subtenant, (c) the nature and character of the business of the proposed
subtenant, and (d) any other information that Landlord may reasonably request.

      Section 12.7. Sublease Profit. Tenant shall pay to Landlord from time to
time an amount equal to one hundred percent (100%) of Sublease Profit promptly
after Tenant receives funds that constitute Sublease Profit.

      Section 12.8. Certain Rights to Assign. (A) Subject to Section 12.10
hereof, Landlord shall not unreasonably withhold or delay its consent to an
assignment of this Lease in its entirety provided that:

            (1) No Event of Default has occurred and is continuing;

            (2) The proposed assignee i) has a net worth (determined in
accordance with generally accepted accounting principles, or generally accepted
auditing standards, in either case consistently applied) equal to or greater
than eight (8) times the sum of the then Fixed Rent and Escalation Rent, and ii)
is of a character, is engaged in a business, and proposes to use the Premises in
a manner in keeping with the standards in such respects of the other tenancies
in the Building;

            (3) The proposed assignee (or any Affiliate of the proposed
assignee) is neither a tenant or subtenant of any space in the Building, nor a
person or entity with whom Landlord is engaged in bona fide negotiations
regarding the leasing or subleasing of space in the Building; and

            (4) The assignee agrees to assume all of the obligations of Tenant
under this Lease from and after the date of the assignment.

            (B) If Tenant seeks to assign this lease in its entirety pursuant to
this Section 12.8, then, in connection with Tenant's request for Landlord's
consent, Tenant shall submit to Landlord a statement containing the following
information (the "Assignment


                                      -23-
<PAGE>

Statement"): i) the name and address of the proposed assignee, ii) the terms and
conditions of the proposed assignment, including, without limitation, the
consideration payable for such assignment and the value (including cost,
overhead and supervision) of any improvements (including any demolition to be
performed) to the Premises proposed to be made by Tenant to prepare the Premises
for occupancy by such assignee, iii) the nature and character of the business of
the proposed assignee, and iv) any other information that Landlord may
reasonably request.

            (C) If Tenant does not consummate any such assignment of this Lease
(for which Landlord has granted Landlord's consent under this Section 12.8)
within sixty (60) days after the delivery of the Assignment Statement to
Landlord, then Tenant shall not have the right to thereafter consummate such
assignment without first again complying with the provisions of this Section
12.8.

            (D) If Tenant assigns this Lease, then Tenant shall deliver promptly
to Landlord, (x) a duplicate original instrument of assignment in form and
substance reasonably satisfactory to Landlord, duly executed by Tenant, and (y)
an instrument in form and substance reasonably satisfactory to Landlord, duly
executed by the assignee, in which such assignee assumes observance and
performance of, and agrees to be personally bound by, all of the terms,
covenants and conditions of this Lease on Tenant's part to be observed and
performed from and after the date thereof.

      Section 12.9. Assignment Profit. Tenant shall pay to Landlord from time to
time an amount equal to one hundred percent (100%) of Assignment Profit promptly
after Tenant receives funds that constitute Assignment Profit.

      Section 12.10. Recapture Rights. (A) Subject to the terms of this Section
12.10, if (x) Tenant proposes to sublease the Premises pursuant to Section 12.6
hereof, or (y) Tenant proposes to assign this Lease pursuant to Section 12.8
hereof, then Landlord shall have the right to either (i) terminate this Lease
(the option described in this clause (i) being referred to herein as a
"Recapture Termination"), or (ii) (A) sublease the Premises from Tenant on the
terms and subject to the conditions set forth in the Sublease Statement (the
option described in this clause (ii)(A) being referred to herein as a "Recapture
Sublease"), or (B) take Tenant's interest in this Lease by assignment on the
terms and subject to the conditions set forth in the Assignment Statement (the
option described in this clause (ii)(B) being referred to herein as a "Recapture
Assignment"), as the case may be. Landlord shall have the right to elect a
Recapture Termination, or a Recapture Sublease or a Recapture Assignment (as the
case may be), only by giving notice thereof to Tenant on or prior to the
fifteenth (15th) day after the date when Tenant gives to Landlord the Sublease
Statement or the Assignment Statement (as the case may be).

            (B) Landlord shall specify in any such notice pursuant to which
Landlord elects a Recapture Termination the date when this Lease shall terminate
(which shall be no sooner than sixty (60) days, and no more then one hundred
eighty (180) days, after the date when Landlord gives such notice to Tenant). If
Landlord exercises such right to terminate this Lease, then this Lease shall
expire on the aforesaid termination date designated by


                                      -24-
<PAGE>

Landlord, and accordingly, on or prior to such date, Tenant shall vacate the
Premises and deliver possession thereof to Landlord in accordance with the terms
hereof that govern Tenant's obligation in respect thereof at the expiration or
earlier termination of the Tenn.

            (C) Subject to the terms of this Section 11.10(C), if Landlord
elects a Recapture Sublease pursuant to this Section 12.10, then Tenant shall
demise and sublease to Landlord (or Landlord's designee), and Landlord (or
Landlord's designee) shall hire and take from Tenant, the Premises, for the
rental and for the term set forth in the Sublease Statement and otherwise on the
same terms set forth in this Lease. If Tenant's proposal to sublease as set
forth in the Sublease Statement contemplated that Tenant would provide the
proposed subtenant with a work allowance (or work performed by or on behalf of
Tenant in lieu thereof or in addition thereto), a free rent period, or other
similar inducements or concessions, then Landlord shall have the right to either
(x) reduce the rental due from Landlord or Landlord's designee to Tenant by
reason of the Recapture Sublease by an equitable amount to reflect that the
Recapture Sublease does not require Tenant to provide such inducements or
concessions to Landlord, or (y) require Tenant to provide such inducements or
concessions to Landlord or Landlord's designee under the Recapture Sublease.
Landlord shall have the right to further sublease the Premises (in whole or in
part) or assign Landlord's interest under such sublease, in each case without
Tenant's approval. Landlord shall have no obligation to make any payments to
Tenant on account of any profit derived by Landlord from any such sublease or
assignment. Landlord shall have the right to perform or to permit to be
performed alterations in the Premises, without Tenant's approval (it being
agreed, however, that Tenant shall have no obligation, upon the expiration or
earlier termination of the Term, to remove any such alterations performed in the
Premises). Landlord shall have no obligation to remove any such alterations upon
the expiration or earlier termination of the Recapture Sublease. Landlord (or
Landlord's subtenants or assignees) shall have the right to use the Premises
under a Recapture Sublease for any lawful purpose. If Landlord elects a
Recapture Sublease, then Tenant shall execute and deliver to Landlord (or
Landlord's designee), and Landlord shall execute and deliver (or shall cause
Landlord's designee to execute and deliver) to Tenant, a sublease prepared by or
on behalf of Landlord providing therefor, in accordance with the provisions of
this Section 12.10(C), as promptly as reasonably practicable after Landlord
elects such Recapture Sublease. Landlord acknowledges that a default by Landlord
(or Landlord's designee) under a Recapture Sublease, or the exercise by Landlord
or Landlord's designee of its rights under a Recapture Sublease, shall not
constitute a default by Tenant hereunder.

            (D) Subject to the terms of this Section 12.10(D), if Landlord
elects a Recapture Assignment, then Tenant shall assign to Landlord or
Landlord's designee, promptly after the date when Landlord elects the Recapture
Assignment, the interest of the tenant hereunder, free and clear of all liens
and encumbrances, pursuant to an instrument prepared by Landlord that is in
accordance with the provisions of this Section 12.10(D). Landlord and Tenant
acknowledge that Tenant's assignment of the tenant's interest under this Lease
to Landlord or Landlord's designee shall not constitute a merger of Landlord's
estate as landlord hereunder with the estate of the tenant hereunder.
Simultaneously with the consummation of such assignment Landlord shall pay (or
shall cause to be paid) to Tenant an amount equal to the net consideration (if
any) that Tenant would have received from the


                                      -25-
<PAGE>

proposed assignee in accordance with the terms of the Assignment Statement;
provided, however, that if the Assignment Statement contemplated that Tenant
would perform work in the Premises to prepare the Premises for the assignee's
occupancy (or pay a work allowance to the assignee in lieu thereof or in
addition thereto), then Landlord shall have the right to either (i) reduce such
consideration due from Landlord to Tenant for the Recapture Assignment to
reflect that Tenant is not performing such work or paying such allowance to
Landlord or Landlord's designee, or (ii) require Tenant to perform such work or
pay such allowance in connection with the Recapture Assignment. Landlord
acknowledges that Tenant shall not have any liability to Landlord hereunder to
the extent deriving from the default of the tenant hereunder from and after the
date of a Recapture Assignment. The consummation of a Recapture Assignment by
Landlord (or Landlord's designee) and Tenant shall not release Tenant from
liability hereunder that accrues with respect to the period prior to the date of
the Recapture Assignment (it being understood that such liability shall not be
impaired by reason of any amendment to this Lease that Landlord and the tenant
hereunder consummate from and after the date when the Recapture Assignment is
consummated).

            Section 12.11. Notwithstanding any other provision of this Lease,
neither Tenant nor any direct or indirect assignee or subtenant of Tenant may
enter into any lease, sublease, license, concession or other agreement for use,
occupancy or utilization of space in the Premises which provides for a rental or
other payment for such use, occupancy or utilization based in whole or in part
on the net income or profits derived by any person from the property leased,
occupied or utilized, or which would require the payment of any consideration
which would not fall within the definition of "rents from real property", as
that term is defined in Section 856(d) of the Internal Revenue Code of 1986, as
amended.

                                   ARTICLE 13
                                   ELECTRICITY

      Section 13.1. Service. Tenant shall not use any electrical equipment in
the Premises which causes Tenant's demand for electricity to exceed the capacity
of the existing feeders to the Building or the risers or wiring installations
therein or which will overload such installations or interfere with the
electrical service to other Tenants of the Building. 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 (except to the extent such failure
or defect results from Landlord's negligence or willful misconduct).

      Section 13.2. Electricity Additional Rent. (A) Landlord shall furnish
electric current to the Premises in accordance with Section 13.1 hereof on a
"rent inclusion" basis, that is, there shall be no separate charge to Tenant for
such electric current by way of measuring such electric current on any meter.
Landlord, at Landlord's option, may cause a reputable and independent electrical
engineer or electrical consulting firm selected by Landlord (such engineer or
consulting firm being referred to herein as "Landlord's Engineer"), to make a
determination, at any time and from time to time during the Term following the
commencement of Tenant's normal business activities in the Premises, of the
charges that result from applying the Electric Rate that is then in effect to
Tenant's demand


                                      -26-
<PAGE>

for and/or consumption of electric current (and/or any other method of
quantifying Tenant's use of or demand for electric current as set forth in the
tariff of the Person providing electricity to the Building) (such charges being
referred to herein as the "Full Value"). The Fixed Rent shall be increased from
time to time to the extent that the Full Value exceeds the sum of (x) One
Thousand Eight Hundred Ninety-Three Dollars ($1,893), and (y) any increases in
Fixed Rent that have theretofore occurred under this Section 13.2(A) or Section
13.2(B) hereof (the sum of the amounts described in clause (x) and clause (y)
above being referred to herein as the "Electricity Inclusion Factor").

            (B) If, at any time and from time to time during the Term, the
Electric Rate increases over the Base Electric Rate, then the Electricity
Inclusion Factor that is then in effect shall be proportionately increased, and
accordingly, the Fixed Rent shall be increased by an amount equal to such
increase in the Electricity Inclusion Factor.

            (C) Landlord shall give to Tenant a statement (an "Electricity
Statement") setting forth Landlord's determination of any increase in the Full
Value or any increase in the Electric Rate which results in an increase in the
Electricity Inclusion Factor pursuant to the provisions of either Section
13.2(A) hereof or Section 13.2(B) hereof. If the Electricity Statement describes
an increase in the Electricity Inclusion Factor pursuant to Section 13.2(A)
hereof, then Landlord shall include therewith a copy of the applicable report
from Landlord's Engineer. Any such increase in the Electricity Inclusion Factor
under Section 13.2(A) hereof or Section 13.2(B) hereof shall be effective as of
the date of the applicable increase in the Electric Rate or the applicable
increase in Tenant's consumption and/or demand of electric current and shall be
retroactive to such dates if necessary. Any such retroactive increase shall be
paid by Tenant within ten (10) days after Landlord's demand therefor.

            (D) Each Electricity Statement given by Landlord pursuant to Section
13.2(C) hereof which describes an increase in the Electricity Inclusion Factor
by reason of an increase in Tenant's demand and/or consumption of electric
current shall be conclusive and binding upon Tenant unless, within thirty (30)
days after the date when Landlord gives to Tenant such Electricity Statement,
Tenant notifies Landlord that Tenant disputes such Electricity Statement.
Tenant, with such notice, shall submit a survey of Tenant's demand and/or
consumption of electric current, made at Tenant's sole cost and expense, by a
reputable and independent electrical engineer or electrical consulting firm
selected by Tenant (such engineer or consulting firm being referred to herein as
"Tenant's Engineer"). If Landlord and Tenant are unable to resolve the
differences between them within thirty (30) days after receipt by Landlord of a
copy of the determination of Tenant's Engineer, then the dispute shall be
decided by a third reputable and independent electrical engineer or electrical
consulting firm having at least fifteen (15) years of experience in providing
professional advice regarding electrical systems in first-class office buildings
in midtown Manhattan that are comparable to the Building (the "Third Engineer")
on the terms set forth in this Section 13.2. If the parties fail to agree upon
the dissipation of the Third Engineer within forty (40) days after the receipt
by Landlord of the determination of Tenant's Engineer, then either party may
apply to the American Arbitration Association or any successor thereto for the
designation of the Third Engineer (it being understood that the American
Arbitration


                                      -27-
<PAGE>

Association or such successor shall be charged solely with the task of
designating the Third Engineer in accordance with the standards set forth in
this Section 13.2(D)). The Third Engineer shall conduct the hearings that would
be required under the rules of the American Arbitration Association (or its
successor) for arbitrations being determined by a single arbitrator. The Third
Engineer, within thirty (30) days after his or her designation, shall select the
determination of either Landlord's Engineer or Tenant's Engineer as the
determination that more accurately describes Tenant's consumption of and/or
demand for electric current. The Third Engineer's determination shall be
conclusive and binding upon the parties whether or not a judgment shall be
entered in any court. The Third Engineer shall have no right to change any of
the provisions of this Lease or to make any determination except for the
aforesaid selection of the determination of either Landlord's Engineer or
Tenant's Engineer. The fees of the Third Engineer and the costs of arbitration
shall be paid equally by the parties, except that each party shall pay its own
counsel fees and expenses, if any, in connection with the arbitration. Pending
the resolution of such dispute by agreement or arbitration as aforesaid, Tenant
shall pay the increase in the Electricity Inclusion Factor in accordance with
the Electricity Statement, without prejudice to Tenant's position, as herein
provided. If the dispute is resolved in Tenant's favor, Landlord, at its option,
shall either credit the amount of such overpayment against subsequent monthly
installments of Rental due hereunder or pay to Tenant the amount of such
overpayment.

            (E) Landlord's failure during the Tenn to deliver any Electricity
Statement to Tenant shall not in any way be deemed to be a waiver of, or cause
Landlord to forfeit or surrender, its rights to collect any portion of the
increase in the Electricity Inclusion Factor (and therefore the Fixed Rent)
which may have become due pursuant to this Article 13 during the Term.

            (F) The term "Electric Rate" shall mean the greater of:

                  (1) the service classification (or other applicable price
schedule) pursuant to which Landlord purchases electricity from the Person
providing electricity to the Building, and

                  (2) the service classification (or other applicable price
schedule) pursuant to which Landlord would purchase electricity from the Person
providing electricity to the Building, if the only user of electricity in the
Building is Tenant, and

                  (3) the service classification (or other applicable price
schedule) pursuant to which Tenant would purchase electricity if Tenant
purchased electricity directly from the Person providing electricity to the
Building,

with the understanding that the Electric Rate shall be determined after taking
into account all applicable surcharges, demand charges, energy charges, fuel
adjustment charges, time of day charges, taxes and other sums payable in respect
thereof

      Section 13.3. Termination of Electric Service. Subject to the terms of
this Section 13.3, if Landlord is required by any Requirement or otherwise
elects to discontinue


                                      -28-
<PAGE>

furnishing electricity to Tenant, then this Lease shall continue in full force
and effect and shall be unaffected thereby, except that from and after the
effective date of such discontinuance, (i) Landlord shall not be obligated to
furnish electricity to Tenant, (ii) Tenant shall not be obligated to pay the
Electricity Inclusion Factor, and (iii) the Fixed Rent otherwise due hereunder
shall be reduced by an amount equal to the Electricity Inclusion Factor that is
then in effect. If Landlord so discontinues furnishing electricity to Tenant,
then Tenant shall use diligent efforts to obtain electric energy directly from
the utility furnishing electric service to the Building. The costs of such
service shall be paid by Tenant directly to such 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 in each case as reasonably determined by Landlord.
Landlord, to the extent permitted by applicable Requirements, shall not
discontinue furnishing electricity to the Premises until Tenant is able to
obtain electricity directly from the utility.

                                   ARTICLE 14
                               ACCESS TO PREMISES

      Section 14.1. Ducts, Pipes and Conduits. Landlord shall have the right to
erect, use and maintain concealed ducts, pipes and conduits in and through the
Premises, provided that such pipes, ducts, or conduits are furred at points
immediately adjacent to partitioning columns or ceilings and that such pipes,
ducts, or conduits do not reduce the usable area of the Premises beyond a de
minimis amount.

      Section 14.2. Access. Subject to the provisions of this Section 14.2,
Landlord and Landlord's designees shall have the right to enter the Premises at
all reasonable times upon reasonable prior notice (which notice may be oral), to
i) examine the Premises, ii) show the Premises to prospective purchasers, or
prospective or existing Mortgagees or Lessors, iii) make repairs, alterations,
improvements, additions or restorations which are reasonably necessary or
desirable in connection with the Operation of the Property (including, without
limitation, the repairs described in Section 5.2 hereof and Section 5.3 hereof),
or iv) for the purpose of complying with any Requirements. Landlord may take
material into the Premises to the extent required for any work being performed
by Landlord in the Premises pursuant to this Section 14.2. Landlord shall not be
required to give Tenant prior notice of Landlord's entry into the Premises if an
emergency exists. During the twelve (12) month period prior to the Fixed
Expiration Date, Landlord, at reasonable times and on reasonable prior notice
(which notice may be oral), may exhibit the Premises to prospective tenants
thereof.

      Section 14.3. Keys. Tenant shall give to Landlord a key to the Premises
(it being agreed that if Tenant at any time changes the locks in or to the
Premises, then Tenant, simultaneously therewith, shall give Landlord a duplicate
of the keys thereto).

      Section 14.4. Building Changes. Landlord shall have the right at any time
to change the arrangement or location of entrances or passageways, doors and
doorways, and corridors, elevators, stairs, toilets, or other public parts of
the Building, provided that any


                                      -29-
<PAGE>

such change does not (a) unreasonably reduce, interfere with or deprive Tenant
of access to the Building or the Premises, or (b) reduce the rentable area of
the Premises. All parts (except surfaces facing the interior of the Premises) of
all walls, windows and doors bounding the Premises (including exterior Building
walls, exterior core corridor walls, exterior doors and entrances), all
balconies, terraces and roofs adjacent to the Premises, all space in or adjacent
to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits,
ducts, fan rooms, heating, air cooling, plumbing and other mechanical
facilities, service closets and other Building facilities are not part of the
Premises, and Landlord shall have the use thereof, as well as reasonable access
thereto through the Premises for the purposes of operation, maintenance,
alteration and repair. Landlord shall have the right to change the name, number
or designation by which the Building is commonly known from time to time.

                                   ARTICLE 15
                                     DEFAULT

      Section 15.1. Events of Default. Each of the following events shall be an
"Event of Default" hereunder:

            (A) if Tenant defaults in the payment when due of any installment of
Rental and such default continues for five (5) days after notice of such default
is given to Tenant; or

            (B) if the Premises become abandoned; or

            (C) if Tenant's interest or any portion thereof in this Lease
devolves upon or passes to any person, whether by operation of law or otherwise,
except as expressly permitted under Article 12 hereof; or

            (D) (1) if a Tenant Party generally does not, or is unable to, or
admits in writing its inability to, pay its debts as they become due; or

                  (2) if a Tenant Party commences or institutes 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 a Tenant Party makes a general assignment for the
benefit of creditors; or

                  (4) if any case, proceeding or other action is commenced or
instituted against a Tenant Party 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,


                                      -30-
<PAGE>

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 sixty (60) days; or

                  (5) if any case, proceeding or other action is commenced or
instituted against a Tenant Party 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 order for any such relief which is
not vacated, discharged, or stayed or bonded pending appeal within sixty (60)
days from the entry thereof, or

                  (6) if a Tenant Party takes 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 a Tenant Party, which appointment is not
vacated or stayed within fifteen (15) Business Days (the events described in
this Section 15.1 (D) being collectively referred to herein as "Insolvency
Events"); or

            (E) if Tenant defaults 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 fails to remedy such default within twenty-five (25) days
after notice by Landlord to Tenant of such default, or if such default is of
such a nature that it can be remedied, but cannot with due diligence be
completely remedied within said period of twenty-five (25) days, Tenant does not
commence within said period of twenty-five (25) days, or does not thereafter
diligently prosecute to completion, all steps necessary to remedy such default.

      Section 15.2. Termination. If i) an Event of Default (other than an
Insolvency Event) occurs and Landlord, at any time thereafter, at its option
gives written notice to Tenant stating that this Lease and the Term shall expire
and terminate on the date designated by Landlord in such notice, or ii) an
Insolvency Event occurs, then this Lease and the Term and all rights of Tenant
under this Lease shall expire and terminate as if the date specified in such
notice, or on the date when the Insolvency Event occurs, as the case may be,
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 16 and 17 hereof.


                                      -31-
<PAGE>

                                   ARTICLE 16
                              REMEDIES AND DAMAGES

      Section 16.1. Certain Remedies. If there occurs any Event of Default, and
this Lease and the Term expires and comes to an end as provided in Article 15
hereof, then:

            (1) Tenant shall quit and peacefully surrender the Premises to
Landlord, and Landlord and its agents may immediately, or at any time after the
date when 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
portion or portions 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, or, in the event of any such reletting, for refusal or failure to
collect any rent due upon any such reletting, and no such refusal or failure
shall operate to relieve Tenant of any liability under this Lease or otherwise
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.

      Section 16.2. Certain Waivers. Tenant, on its own behalf and on behalf of
all persons claiming through or under Tenant, including all creditors, does
further hereby waive any and all rights which Tenant and all such persons might
otherwise have under any present or future law to redeem the Premises, or to
reenter or repossess the Premises, or to restore the operation of this Lease,
after (a) Tenant has 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 hereiribefore set forth are cumulative and shall
not preclude Landlord from invoking any other remedy allowed at law or in
equity.


                                      -32-
<PAGE>

      Section 16.3. Damages. (A) If this Lease and the Term shall expire and
come to an end as provided in Article 15 hereof, 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 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 pay to Landlord, as damages, the excess, if
any, of A) the Rental for the period which otherwise would have constituted the
unexpired portion of the Term, over B) the net amount, if any, of rents
collected under any reletting effected pursuant to the provisions of this
Article 16 for any part of such period (first deducting from the rents collected
under any such reletting all of Landlord's expenses in connection with the
termination of this Lease, Landlord's re-entry upon the Premises and with such
retelling, including, but not limited to, all repossession costs, brokerage
commissions, legal expenses, attorneys' fees and disbursements, alteration
costs, contribution to work and other expenses of preparing the Premises for
such reletting) (such excess being referred to herein as a "Deficiency"); 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 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 (commencing on the date immediately succeeding the last date
with respect to which a Deficiency, if any, was collected) exceeds the then fair
and reasonable rental value of the Premises for the same period, both discounted
to present worth at the Base Rate; 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, are relet together with
other space in the Building, then 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 Article 16. Tenant shall in no event be entitled to any
rents collected or payable under any reletting, regardless of whether such rents
exceed the Rental reserved in this Lease. Nothing contained in Article 15 hereof
or this Article 16 shall omit or preclude the recovery by Landlord from Tenant
of the maximum amount allowed to be obtained as damages by any statute or rule
of


                                      -33-
<PAGE>

law, or of any sums or damages to which Landlord may be entitled in addition to
the damages set forth in this Section 16.3.

                                   ARTICLE 17
                           LANDLORD FEES AND EXPENSES

      Section 17.1. Landlord's Costs After Event of Default. If an Event of
Default occurs and is continuing, then Landlord may make any expenditure or
incur any obligation for the payment of money, including, without limitation,
reasonable attomeys' fees and disbursements, in instituting, prosecuting or
defending any action or proceeding relating to such Event of Default, and the
cost thereof, with interest thereon at the Applicable Rate, shall be additional
rent hereunder and shall be paid by Tenant to Landlord within ten (10) days
after Landlord gives Tenant an invoice therefor, and, if the Tenn has expired or
terminated at the time when Landlord makes such expenditures or incurs such
obligations, then such amounts shall be recoverable by Landlord as damages (any
such amounts recoverable by Landlord under this Section 17.1 being referred to
herein as "Landlord's Costs"). The provisions of this Section 17.1 shall survive
the expiration or earlier termination of the Term.

      Section 17.2. Interest on Late Payments. If Tenant fails to pay any item
of Rental on or prior to the fifth (5th) day after the date when such payment is
due, then Tenant shall pay to Landlord, in addition to such item of Rental, as a
late charge and as additional rent, an amount equal to interest at the
Applicable Rate on the amount unpaid, computed from the date when such payment
was due to and including the date of payment. Nothing contained in this Section
17.2 limits Landlord's available rights or remedies after the occurrence of an
Event of Default,

                                   ARTICLE 18
                              CONDITION OF PREMISED

      Section 18.1. No Representations. (A) Landlord and Landlord's agents and
representatives 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, casements or licenses are acquired by Tenant by
implication or otherwise except as expressly set forth herein. Subject to
Section 5.1 hereof, i) Tenant shall accept possession of the Premises in the
condition which shall exist on the Commencement Date "as is", and ii) Landlord
shall have no obligation to perform any work or make any installations in order
to prepare the Premises for Tenant's occupancy, except for the items set forth
on Exhibit "C" attached hereto and made a part hereof ("Landlord's Work"),
provided that Landlord shall be under no obligation to perform such Landlord's
Work unless and until Tenant, on or prior to the date which is six (6) months
after the Commencement Date, shall have delivered to Landlord written notice
requesting the performance of such Landlord's Work.


                                      -34-
<PAGE>

            (B) Landlord has made and makes no representation as to the date on
which it will complete Landlord's Work. No delay in completing Landlord's Work
shall in any way affect the validity of this Lease or the obligations of Tenant
hereunder or give rise to a claim for damages by Tenant or a claim for
rescission of this Lease, nor shall the same be construed in any wise to extend
the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item
of Landlord's Work shall be prosecuted with due diligence; provided, however,
that nothing contained in this Article 18 shall be deemed to impose upon
Landlord any 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. Landlord shall have the right to enter the Premises subsequent to
the Commencement Date to complete Landlord's Work and the payment of Fixed Rent
and Escalation Rent shall not be affected thereby.

                                   ARTICLE 19
                                   END OF TERM

      Section 19.1. Condition of Premises at End of Term. On the Expiration
Date, 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 otherwise
in compliance with the provisions of Article 4 hereof. In addition, on the
Expiration Date, Tenant shall deliver to Landlord the keys to i) the Premises,
and ii) if the Premises do not constitute the entire rentable area on any floor
of the Building, the core bathrooms.

                                   ARTICLE 20
                                 QUIET ENJOYMENT

      Section 20.1. Landlord's Covenant. Landlord covenants that Tenant may
peaceably and quietly enjoy the Premises for the Term subject, nevertheless, to
the terms and conditions of this Lease.

                                   ARTICLE 21
                                   POSSESSION

      Section 21.1. Extent of Landlord's Liability. 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 to Tenant on the Commencement
Date. If Landlord is unable to give possession of the Premises on the
Commencement Date, then the date on which Tenant shall commence the payment of
rent hereunder shall be adjourned for the number of days in the period beginning
on the Commencement Date and ending on the day immediately preceding the date
when Landlord delivers possession of the Premises to Tenant. Landlord's failure
to give possession


                                      -35-
<PAGE>

of the Premises to Tenant on the Commencement Date shall not (i) affect the
validity of this Lease, (ii) subject to the terms of this Section 21.1, affect
the obligations of Tenant hereunder, (iii) give rise to any claim for damages by
Tenant or any claim for rescission of this Lease by Tenant, or (iv) be construed
to extend the Term. The provisions of this Article are intended to constitute an
"express provision to the contrary" within the meaning of Section 223-a of the
New York Real Property Law.

      Section 21.2. Failure to Give Possession. Tenant acknowledges that the
Premises are currently occupied by another tenant. Landlord and Tenant expressly
acknowledge and agree that if Landlord is unable to deliver exclusive possession
of the Premises to Tenant due to the hold-over of such tenant on or before
September 1, 1999, then Landlord shall have the right to terminate this Lease by
written notice to Tenant, in which event Landlord and Tenant shall have no
further obligations to each other under this Lease other than those which are
expressly slated to survive the termination hereof.

                                   ARTICLE 22
                                    NO WAIVER

      Section 22.1. No Surrender. Tenant acknowledges that Landlord shall be
deemed to have accepted a surrender of the Premises only if Landlord executes
and delivers to Tenant a written instrument providing therefor.

      Section 22.2. No Waiver by Landlord. Landlord's failure 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, shall not prevent
a subsequent act, which would have originally constituted a violation of the
provisions of this Lease, from having all of the force and effect of an original
violation of the provisions of this Lease. The receipt by Landlord of Rental
with knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. No provision of this Lease shall be deemed to have been
waived by Landlord, unless such waiver is in writing signed by Landlord. No
payment by Tenant or receipt by Landlord of a lesser amount than the Rental
herein stipulated shall be deemed to be other than on account of the earliest
stipulated 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 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 Rental or to pursue any other remedy provided in this Lease.

      Section 22.3.. No Waiver by Tenant. Tenant's failure to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease on Landlord's part to be performed, shall not be deemed
a waiver of such breach or prevent a subsequent act which would have originally
constituted a violation of the provisions of this Lease from having all of the
force and effect of an original violation of the provisions of this Lease. The
payment by Tenant of Rental or performance of any obligation of Tenant hereunder
with knowledge of any breach by Landlord of any covenant of this Lease shall not


                                      -36-
<PAGE>

be deemed a waiver of such breach, and payment of the same by Tenant shall be
without prejudice to Tenant's right to pursue any applicable remedy against
Landlord.

                                   ARTICLE 23
                             WAIVER OF TRIAL BY JURY

      Section 23.1. Waiver. 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 anyway connected
with this Lease. If Landlord commences any summary proceeding against Tenant,
then Tenant shall 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 24
                                    SERVICES

      Section 24.1. Passenger Elevators. Landlord, at Landlord's expense, shall
provide passenger elevator service to the Premises on Business Days from 8:00
A.M. to 6:00 P.M. and have a passenger elevator subject to call at all other
times.

      Section 24.2. Freight Elevators. Landlord, at Landlord's expense, shall
provide freight elevator service by keeping one (1) freight elevator on call on
a "first come, first served" basis on Business Days from 9:00 A.M. to 4:00 P.M.,
and on a reservation, "first come, first served" basis from 4:00 P.M. to 9:00
A.M. on Business Days and at any time on days other than Business Days. If
Tenant uses the freight elevators serving the Premises between 4:00 P.M. and
9:00 A.M. on Business Days or at any time on any other days, then Tenant shall
pay Landlord, as additional rent for such use, an amount computed at the
standard rates then fixed by Landlord for the Building, or if no such rates are
then fixed, at reasonable rates. Landlord shall not be required to furnish any
freight elevator services during the hours from 4:00 P.M. to 9:00 A.M. on
Business Days and at any time on days other than Business Days unless Landlord
has received advance notice from Tenant requesting such services prior to 2:00
P.M. on the day upon which such service is requested or by 2:00 P.M. of the last
preceding Business Day if such periods are to occur on a day other than a
Business Day. Landlord shall have the right to require Tenant to schedule
Tenant's move of substantial Tenant's Property or materials for Alterations into
or out of the Premises during the hours of 4:00 P.M. to 9:00 A.M. on Business
Days, or at times on days other than Business Days, in which case Tenant shall
pay to Landlord the charges for overtime freight elevator use as provided in
this Section 24.2.

      Section 24.3. HVAC. Landlord, at Landlord's expense, shall furnish to the
perimeter of the Premises (for distribution by Tenant within (the Premises)
through the


                                      -37-
<PAGE>

HVAC System, when required for the comfortable occupancy of the Premises, HVAC,
on a year round basis from 9:00 A.M. to 6:00 P.M. on Business Days and from 8:00
A.M. to 12:00 P.M. on Saturdays. Tenant shall draw and close the draperies or
blinds for the windows of the Premises whenever the HVAC System is in operation
and the position of the sun so requires. If Landlord furnishes HVAC to the
Premises at the request of Tenant at times other than 8:00 A.M. to 6:00 P.M. on
Business Days, and 8:00 A.M. to 12:00 P.M. on Saturdays (any such times other
than during such hours on Business Days and Saturdays being referred to herein
as "Overtime Periods"), then Tenant shall pay to Landlord additional rent for
such services at the standard rates then fixed by Landlord for the Building, or
if no such rates are then fixed, at reasonable rates. Landlord shall not be
required to furnish any such services during any Overtime 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.

      Section 24.4. Cleaning. Provided Tenant shall keep the Premises in order,
Landlord, at Landlord's expense, shall cause the Premises, excluding any
portions thereof used for the storage, preparation, service or consumption of
food or beverages, to be cleaned, substantially in accordance with the standards
set forth in Exhibit "B" attached hereto and made a part hereof. Tenant shall
pay to Landlord, promptly after Landlord's request, the cost of removal of
refuse and rubbish from the Premises to the extent that such refuse and rubbish
exceeds the amount thereof usually attendant to the use of the Premises as
offices. Tenant, at Tenant's sole cost and 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 reasonably satisfactory to
Landlord, and to be exterminated against infestation by vermin, rodents or
roaches regularly in a manner reasonably satisfactory to Landlord, and by
Persons reasonably approved by Landlord. If Tenant performs any cleaning
services in addition to the services provided by Landlord as aforesaid, then
Tenant shall employ the cleaning contractor providing cleaning services to the
Building on behalf of Landlord, provided that such cleaning contractor's rates
are commercially reasonable. Tenant shall comply with any recycling program
and/or refuse disposal program (including, without limitation, any program
related to the recycling, separation or other disposal of paper, glass or
metals) which Landlord imposes or which is required pursuant to any
Requirements.

      Section 24.5. Directory. Tenant shall be entitled to Tenant's Tax Share of
the aggregate available space on the directory in the lobby of the Building to
list Tenant and Tenant's senior officers.

                                   ARTICLE 25
                              INABILITY TO PERFORM

      Section 25.1. Unavoidable Delays. 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 not be affected, impaired
or excused, and Landlord


                                      -38-
<PAGE>

shall not be in default in respect of Landlord's obligations hereunder, because
(i)  Landlord  is unable to fulfill any of its  obligations  under this Lease by
reason of any cause beyond Landlord's  reasonable  control,  including,  but not
limited to, the impact of Requirements  or the failure of the Building  Systems,
or (ii) Landlord  stops any Building  System by reason of accident or emergency,
or for repairs, additions, replacements or improvements thereto.

                                   ARTICLE 26
                                BILLS AND NOTICES

      Section 26.1. Means of Notice. Except as otherwise expressly provided in
this Lease, any bills, statements, consents, notices, demands, requests or other
communications required or desired to be given under this Lease shall be in
writing and shall be deemed sufficiently given or rendered if 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,
                  Attn.: Mr. Michael Grennan, Chief Financial Officer, if mailed
                  prior to Tenant's taking possession of the Premises, or (b) at
                  the Building, Attn.: _____________________, 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 may be found if mailed subsequent to Tenant's vacating,
                  deserting, abandoning or surrendering the Premises, in each
                  case with a copy to _______________________, or

                  if to Landlord at Landlord's address set forth in this Lease,
                  Attn.: Kevin R. Wang, and with copies to (y) Proskauer Rose
                  LLP, 1585 Broadway, New York, New York 10036 (Attn: Lawrence
                  J. Lipson, Esq.), and (z) each Mortgagee and 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 or addresses as Landlord, Tenant or any Mortgagee or
Lessor may designate as its new address or addresses 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 has been hand
delivered, or three (3) Business Days from when it has been mailed as provided
in this Article 26.

                                   ARTICLE 27
                                   VAULT SPACE

      Section 27.1. Outside of Premises. Notwithstanding anything to the
contrary 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. All vaults and vault space and all
other space outside the boundaries of the Real Property


                                      -39-
<PAGE>

which Tenant may be permitted to use or occupy are to be used or occupied under
a revocable license, and if any such license is 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.

                                   ARTICLE 28
                                    SECURITY

      Section 28.1. Cash or Letter of Credit. Subject to the terms of this
Section 28.1, Tenant shall deposit with Landlord on the signing of this Lease a
"clean," unconditional, irrevocable and transferable letter of credit (the
"Letter of Credit") in the amount of Four Thousand Three Hundred Eleven and
84/100 Dollars ($4,311.84), in form reasonably satisfactory to Landlord, issued
by and drawn on a bank reasonably satisfactory to Landlord and which is a member
of the New York Clearing House Association, 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, covenants, conditions and provisions of this
Lease, including, without limitation, the surrender of possession of the
Premises to Landlord as herein provided. If an Event of Default occurs and is
continuing, then Landlord may present the Letter of Credit for payment and apply
the whole or any part of the proceeds thereof i) toward the payment of any
Rental as to which Tenant is in default, ii) for any Landlord's Costs, and iii)
against any damages or deficiency which Landlord may suffer or incur 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 Tenant
fully and faithfully complies with all of the terms, provisions, covenants and
conditions of this Lease, then the Letter of Credit (or the unapplied proceeds
thereof, as the case may be) shall be returned to Tenant promptly after the
Expiration Date and delivery of possession of the Premises to Landlord. If a
sale or leasing of the Real Property or the Building occurs, then Landlord shall
have the right to transfer the Letter of Credit (or the unapplied proceeds
thereof, as the case may be) to the vendee or lessee and Landlord shall
thereupon be released by Tenant from all liability for the return of the Letter
of Credit (or such unapplied proceeds, 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. Tenant shall look solely to the new landlord for the
return of the Letter of Credit (or such unapplied proceeds, as the case may be).
The provisions hereof shall apply to every transferor assignment of the Letter
of Credit (or the unapplied proceeds thereof, as the case may be) made to a new
landlord. If Tenant fails to renew the Letter of Credit from time to time for a
term of at least one (1) year (and deliver evidence of such renewal to Landlord)
at least thirty (30) days prior to the expiration of the Letter of Credit then
Landlord may present the Letter of Credit for payment and retain the proceeds
thereof as security in lieu of the Letter of Credit (it being agreed that
Landlord shall have the right to use, apply and transfer such proceeds in the
manner described above in respect of the proceeds of the Letter of Credit).
Tenant shall have the right at any time to


                                      -40-
<PAGE>

post cash rather than the Letter of Credit, in the amount provided in this
Section 28.1, in which case (x) Landlord shall promptly return the Letter of
Credit to Tenant, and (y) Landlord shall have the right to use, apply and
transfer such cash security deposit in the manner described above in respect of
proceeds of the Letter of Credit.

                                   ARTICLE 29
                                     BROKER

      Section 29.1. Commission. Each party represents and warrants to the other
party that it has n or dealt with any broker or Person acting as a broker,
finder or salesperson in connection with this Lease. Tenant shall indemnify and
hold Landlord harmless from and against any and all claims for commission, fee
or other compensation by any Person who has 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 indemnify and hold Tenant harmless from and
against any and all claims for commission, fee or other compensation by any
Person who has dealt with Landlord in connection with this Lease and for any and
all costs incurred by Tenant in connection with such claims, including, without
limitation, reasonable attorneys' fees and disbursements. The provisions of this
Section 29.1 shall survive the expiration or earlier termination of the Term.

                                   ARTICLE 30
                                    INDEMNITY

      Section 30.1. Tenant's Indemnification of Landlord. Subject to Section 9.3
hereof, Tenant shall indemnify, defend and save the Landlord Indemnitees
harmless from and against (a) all claims arising from damage to the Building or
bodily injury of whatever nature made against the Landlord Indemnitees to the
extent arising from any negligence or wilful misconduct of Tenant, its
contractors, licensees, agents, servants, employees, invitees or visitors, (b)
all claims against the Landlord Indemnitees arising from any act, omission,
accident, injury or damage whatsoever caused to any person or to the property of
any person and occurring during the Term in the Premises (other than any such
claim to the extent resulting from the negligence or wilful misconduct of
Landlord, its contractors, licensees, agents, servants, employees, invitees or
visitors), and (c) all claims against the Landlord Indemnitees arising out of a
Compliance Challenge. Tenant shall have no liability for any consequential
damages suffered either by Landlord or by any party claiming through Landlord.

      Section 30.2. Landlord's Indemnification of Tenant. Subject to Section 9.3
hereof, Landlord shall indemnify, defend and save the Tenant Indemnitees
harmless from and against all claims against the Tenant Indemnitees to the
extent arising from any damage to the Premises or any bodily injury resulting
from the negligence or wilful misconduct of Landlord, its contractors,
licensees, servants, employees, invitees or visitors. Landlord shall


                                      -41-
<PAGE>

have no liability for any consequential damages suffered either by Tenant or by
any party claiming through Tenant.

                                   ARTICLE 31
                              ADDITIONAL PROVISIONS

      Section 31.1. Not Binding Until Execution. This Lease shall not be binding
upon Landlord or Tenant unless and until Landlord and Tenant have each executed
and unconditionally delivered a fully executed copy of this Lease to the other.

      Section 31.2. Extent of Landlord's Liability. The obligations of Landlord
under this Lease shall not be binding upon Landlord after the sale, conveyance,
assignment or transfer by Landlord of its interest in the Building or the Real
Property, and in the event of any such sale, conveyance, assignment or transfer,
Landlord shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder. The Landlord Indemnitees (other than
Landlord) shall not be liable for the performance of Landlords 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 other
Landlord Indemnitees. 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 or the property or assets
of any of the other Landlord Indemnitees in seeking either to enforce Landlord's
obligations under this Lease or to satisfy a judgment for Landlord's failure to
perform such obligations. Landlord shall not have any liability to Tenant for
any damage, loss or liability sustained by Tenant to the extent deriving from
Tenant entrusting any property to any employee of Landlord or Landlord's agent,

      Section 31.3. Rent under Section 502(b)(7) of the Bankruptcy Code.
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 as Rental, shall constitute rent for the purposes of
Section 502(b)(7) of the Bankruptcy Code.

      Section 31.4. Survival. Tenant's liability for all items of Rental shall
survive the Expiration Date.

      Section 31.5. No Recording. This Lease shall not be recorded.

      Section 31.6. Landlord's Consents and Approvals. Subject to the provisions
of this Section 31.6, 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 (in respect
of which Landlord agreed herein to not unreasonably withhold or delay such
consent or approval), and Tenant agrees that its sole remedy shall be an action
or proceeding to enforce the applicable provision or for specific performance,
injunction or declaratory judgment. In the event of a determination that such
consent or approval has been unreasonably withheld or delayed, the requested
consent or approval shall be deemed to have been granted; however, Landlord
shall have no liability to


                                      -42-
<PAGE>

Tenant for its  refusal or failure to give such  consent or  approval.  Tenant's
sole remedy for  Landlord's  unreasonably  withholding  or  delaying  consent or
approval shall be as provided in this Section 31.6.

      Section 31.7. Merger; Written Supplements. This Lease contains the entire
agreement between the parties and supersedes all prior understandings, if any,
with respect thereto. This Lease shall not be modified, changed, or
supplemented, except by a written instrument executed by both parties. 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 31.8. Submission to Jurisdiction. Tenant hereby (a) irrevocably
consents and submits to the jurisdiction of any Federal, state, county or
municipal court sitting in the State of New York in respect to any action or
proceeding brought therein by Landlord against Tenant concerning any matters
arising out of or in any way relating to this Lease; (b) irrevocably waives all
objections as to venue and any and all rights it may have to seek a change of
venue with respect to any such action or proceedings; (c) agrees that the laws
of the State of New York shall govern in any such action or proceeding and
waives any defense to any action or proceeding granted by the laws of any other
country or jurisdiction unless such defense is also allowed by the laws of the
State of New York; and (d) agrees that any final judgment rendered against it in
any such action or proceeding shall be conclusive and may be enforced in any
other jurisdiction by suit on the judgment or in any other manner provided by
law. Tenant further agrees that any action or proceeding by Tenant against
Landlord in respect to any matters arising out of or in any way relating to this
Lease shall be brought only in the State and County of New York.

      Section 31.9. Captions. The captions are inserted herein only for
reference and in no way define, limit or describe the scope of this Lease or the
intent of any provision hereof.

      Section 31.10. 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.

      Section 31.11. Schedules and Exhibits. All of the Schedules and Exhibits
attached hereto are incorporated in and made a part of this Lease, but, in the
event of any inconsistency between the terms and provisions of this Lease and
the terms and provisions of the Schedules and Exhibits hereto, the terms and
provisions of this Lease shall control.

      Section 31.12. Gender. Wherever appropriate in this Lease, personal
pronouns shall be deemed to include the other genders and the singular to
include the plural.

      Section 31.13. Divisibility. If any term, covenant, condition or provision
of this Lease, or the application thereof to any person or circumstance, shall
ever be held to be


                                      -43-
<PAGE>

invalid or unenforceable, then in each such event the remainder of this Lease or
the application of such term, covenant, condition or provision to any other
Person or any other circumstance (other than those as to which it shall be
invalid or unenforceable) shall not be thereby affected, and each term,
covenant, condition and provision hereof shall remain valid and enforceable to
the fullest extent permitted by law.

      Section 31.14. Adjacent Excavation. If any excavation is made upon land
adjacent to the Premises, or is authorized to be made, then Tenant, upon
reasonable advance notice, shall afford to the person causing or authorized to
cause such excavation a license to enter upon the Premises for the purpose of
doing such work as said person shall deem necessary to preserve the wall or the
Building from injury or damage and to support the same by proper foundations,
without any claim for damages or indemnity against Landlord, or diminution or
abatement of Rental, provided that Tenant shall continue to have access to the
Premises.

      Section 31.15. United Nations Plaza. Nothing herein shall be construed to
confer upon Tenant any right in or to the use of the apartment tower known as
860 United Nations Plaza, now erected over the westerly end of the Building as a
section of said structure ("United Nations Plaza") or the appurtenant air space
or the apartment tower known as 870 United Nations Plaza, now erected over the
westerly end of the Building as a section of said structure ("870 United Nations
Plaza") or the appurtenant air space or in or to the use of any entrance, lobby
or other facility situated within the Land and/or the Building and which
exclusively serves 860 United Nations Plaza and/or 870 United Nations Plaza.


                                      -44-
<PAGE>

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

                       866 U.N. PLAZA ASSOCIATES LLC, Landlord

                           By:  Vornado Realty L.P., member

                               By:  Vornado Realty Trust, general partner



                                  By: /s/ Irwin Goldberg
                                     ---------------------------------
                                      Irwin Goldberg
                                      Vice-President and Chief Financial Officer



                      eNOTE.com, INC., Tenant



                       By: /s/
                          ----------------------------
                           Name: Michael T. Grennan
                           Title: CFO

                           Federal I.D. No.: 59-3453153


                                      -45-
<PAGE>

                                   EXHIBIT "A"

                                   DEFINITIONS

      The following definitions shall apply for purposes of this Lease:

      "Affiliate" shall mean a Person which (1) Controls, (2) is under the
Control of, or (3) is under common Control with, the Person in question.

      "Alterations" shall mean alterations, installations, improvements,
additions or other physical changes (other than decorations) in or about the
Premises performed by Tenant or any Person claiming by, through or under Tenant.

      "Annual Building Energy Statement" shall mean a statement in reasonable
detail setting forth (x) a comparison of the Building Energy Costs for an Energy
Year with the Base Building Energy Costs, and (y) the amount of the Building
Energy Payment.

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

      "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 calculating
all or any portion of the Taxes.

      "Assignment Profit" shall mean all consideration payable to Tenant,
directly or indirectly, by any assignee, or any other amount received by Tenant
from or in connection with any assignment of this Lease (including, but not
limited to, sums paid (x) for the sale or rental, or consideration received on
account of any contribution, of Tenant's Property, or (y) in connection with a
Recapture Assignment) after deducting therefrom: (i) in the event of a sale (or
contribution) of Tenant's Property, the then unamortized or undepreciated cost
thereof determined on the basis of Tenant's federal income tax returns, (ii) the
reasonable out-of-pocket costs and expenses of Tenant in making such assignment,
such as brokers' fees, attorneys' fees, and advertising fees paid to unrelated
third parties, (iii) any real property transfer tax of the United States or the
City or State of New York (other than any income tax), (iv) any sums paid by
Tenant to Landlord pursuant to Section 12.2 hereof, (v) the cost of improvements
or alterations made by Tenant expressly and solely for the purpose of preparing
the Premises for such assignment, as determined by Tenant's federal income tax
returns, (vi) the unamortized or undepreciated cost of any Tenant's Property
leased to and used by such assignee, and (vii) the then unamortized or
undepreciated cost of the Alterations determined on the basis of Tenant's
federal income tax returns. If the consideration paid to Tenant for any
assignment is paid in installments, then the expenses specified above shall be
amortized over the period during which such installments are paid.

      "Assignment Statement" shall have the meaning set forth in Section 12.8
hereof.

<PAGE>

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

      "Base Building Energy Costs" shall mean the Building Energy Costs for the
Base Energy Year.

      "Base Energy Year" shall mean the calendar year 1999.

      "Base Rate" shall mean the rate of interest publicly announced from time
to time by The Chase Manhattan Bank, N.A., or its successor, as its "prime
lending rate" (or such other term as may be used by The Chase Manhattan Bank,
N.A., from time to time, for the rate presently referred to as its "prime
lending rate"), which rate was Seven and Seventy-Five hundredths of one percent
(7.75%) on May 1, 1999.

      "Base Taxes" shall mean the Taxes payable for the twelve (12) month period
commencing on January 1, 1999 and ending on December 31, 1999. Accordingly, Base
Taxes shall mean fifty percent (50%) of the sum of (x) the Taxes for the Tax
Year commencing on July 1, 1998 and ending on June 30, 1999, and (y) the Taxes
for the Tax Year commencing on July 1, 1999 and ending on June 30, 2000.

      "Base Wage Rate" shall mean the Wage Rate in effect on December 31, 1999.

      "Building" (whether capitalized or not) or any similar term shall be
construed to refer to the commercial section of the combination commercial and
apartment structure now erected on the easterly side of the complex known as
United Nations Plaza located between East 48th Street and East 49th Street in
the Borough of Manhattan, City of New York, rather than to said structure in its
entirety, and shall not include the other improvements now or hereafter erected
on the Land.

      "Building Energy Costs" shall mean the cost of all charges for gas, oil,
steam, electricity (for the portions of the Building and the Land not leased to
and occupied by tenants in the Building), heat, ventilation, air conditioning,
water and other utilities furnished to the Building, together with any taxes or
other impositions imposed with regard to such utilities.

      "Building Energy Payment" shall mean, with respect to any Energy Year, the
product obtained by multiplying (x) the excess of Building Energy Costs for such
Energy Year over the Base Building Energy Costs, by (y) Tenant's Energy Share.

      "Building Energy Statement" shall mean an Annual Building Energy Statement
or an Estimated Building Energy Statement.

      "Building Systems" shall mean the service systems of the Building,
including, without limitation, the mechanical, gas, electrical, sanitary,
heating, air conditioning, ventilating, elevator, plumbing, and life-safety
systems of the Building.

<PAGE>

      "Business Days" shall mean all days, excluding Saturdays, Sundays and all
days observed as legal holidays by (i) either of the governments of the State of
New York or the United States, and (ii) the labor unions serving the Building.

      "Commencement Date" shall mean June 1, 1999.

      "Comparison Year" shall mean each calendar year subsequent to the calendar
year 1999.

      "Compliance Challenge" shall have the meaning set forth in Section 6.3
hereof.

      "Control" shall mean direct or indirect ownership, directly or indirectly,
of (x) more than fifty percent (50%) of the outstanding voting stock of a
corporation, or (y) more than fifty percent (50%) of the equity interests in any
other form of entity, and, in either case, the possession, directly or
indirectly, of power to direct or cause the direction of the management and
policy of such corporation or other entity, whether through the ownership of
voting securities, by statute or according to the provisions of a contract.

      "Deficiency" shall have the meaning set forth in Section 16.3 hereof.

      "Electricity Inclusion Factor" shall have the meaning set forth in Section
13.2 hereof.

      "Electric Rate" shall have the meaning set forth in Section 13.2 hereof.

      "Electricity Statement" shall have the meaning set forth in Section 13.2
hereof

      "Energy Year" shall mean each calendar year following the Base Energy
Year.

      "Escalation Rent" shall mean the Tax Payment and the Porters Wage Payment.

      "Estimated Building Energy Statement" shall mean a statement, in
reasonable detail, setting forth Landlord's reasonable estimate of the Building
Energy Payment for a particular Energy Year.

      "Event of Default" shall have the meaning set forth in Section 15.1
hereof.

      "Excluded Amounts" shall mean (w) any taxes imposed on Landlord's income,
(x) estate or inheritance taxes imposed on Landlord, (y) franchise taxes imposed
on Landlord, and (z) any other similar taxes imposed on Landlord.

      "Expiration Date" shall mean the Fixed Expiration Date or such earlier
date when the term of this Lease ends pursuant to the terms of this Lease or
pursuant to law.

      "Fixed Expiration Date" shall mean September 30, 2000.

      "Fixed Rent" shall have the meaning set forth in Section 1.2 hereof.

<PAGE>

      "Full Value" shall have the meaning set forth in Section 13.2 hereof.

      "Governmental Authority" shall mean the United States of America, the
State of New York, The City of New York, any political subdivision of any of the
foregoing and any agency, department, commission, board, bureau or
instrumentality of any of the foregoing, or any quasi-governmental authority, in
each case 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.

      "Initial Alterations" shall mean the Alterations which Tenant performs
before occupying the Premises initially for the conduct of business.

      "Initial Landlord" shall have the meaning set forth in the introductory
paragraph hereof.

      "Initial Monthly Porters Wage Amount" shall have the meaning set forth in
Section 2.4 hereof.

      "Initial Monthly Tax Amount" shall have the meaning set forth in Section
2.2 hereof.

      "Initial Tenant" shall have the meaning set forth in the introductory
paragraph hereof.

      "Insolvency Events" shall have the meaning set forth in Section 15.1
hereof.

      "Land" shall mean the lot within which the Building is now erected,
designated Lot 1 in Block 1360 on the Tax Map of the Borough of Manhattan for
the Tax Year 1964-65, which lot excludes the volumes of air space appurtenant to
860 United Nations Plaza and 870 United Nations Plaza, respectively.

      "Landlord", on the date as of which this Lease is made, shall mean Initial
Landlord, but thereafter, "Landlord" shall mean only the fee owner of the Real
Property, or if there exists a Superior Lease, the lessee thereunder.

      "Landlord Indemnitees" shall mean Landlord, the members or partners
comprising Landlord and its and their members, partners, shareholders, officers,
directors, and employees.

      "Landlord's Costs" shall have the meaning set forth in Section 17.1
hereof..

      "Landlord's Engineer" shall have the meaning set forth in Section 13.2
hereof.

      "Landlord's Work" shall have the meaning set forth in Section 18.1 hereof.

<PAGE>

      "Lessor" shall mean a lessor under a Superior Lease.

      "Letter of Credit" shall have the meaning set forth in Section 28.1
hereof.

      "Liability Policy" shall have the meaning set forth in Section 9.1 hereof.

      "Local 32B" shall mean Local 32B-32J of the Service Employees
International Union, AFL-CIO, or its successor, or if there shall be no
successor, then any other union representing employees employed at the Building
and performing similar services.

      "Monthly Building Energy Deficiency" shall have the meaning set forth in
Section 2.5 hereof.

      "Monthly Building Energy Surplus" shall have the meaning set forth in
Section 2.5 hereof.

      "Monthly Porters Wage Deficiency" shall have the meaning set forth in
Section 2.4 hereof.

      "Monthly Porters Wage Surplus" shall have the meaning set forth in Section
2.4 hereof.

      "Monthly Tax Deficiency" shall have the meaning set forth in Section 2.2
hereof.

      "Monthly Tax Surplus" shall have the meaning set forth in Section 2.2
hereof.

      "Mortgage" shall mean any trust indenture or mortgage which now or
hereafter affects 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 of such indenture or
mortgage, and substitutions therefor.

      "Mortgagee" shall mean any holder of a Mortgage.

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

      "Overtime Periods" shall have the meaning set forth in Section 24.3
hereof.

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

      "Porters" shall mean the classification of employees engaged in the
general maintenance and operation of Class A office buildings most nearly
comparable to the classification now applicable to porters in the current
agreement between R.A.B. and Local 32B (which classification is currently termed
"others" in said agreement).

<PAGE>

      "Porters Wage Factor" shall mean Six Hundred Thirty-One (631).

      "Porters Wage Payment" shall mean the amount obtained by multiplying (i)
the Porters' Wage Factor, by (ii) the amount by which the Wage Rate in effect on
January 1 of a Comparison Year exceeds the Base Wage Rate.

      "Porters Wage Statement" shall mean a written statement furnished by
Landlord to Tenant setting forth the Porters Wage Payment.

      "Premises" shall mean the portion of the third (3rd) floor of the Building
as set forth on the floor plans attached hereto as Schedule "1" and made a part
hereof.

      "Qualified Accountant" shall mean an independent firm of certified public
accountants, provided that such firm is one of the so-called "big-five"
accounting firms or, if at such time there is no group of accounting firms
commonly referred to as "big-five", then a nationally recognized firm of at
least one hundred fifty (150) partners or principals who are certified public
accountants.

      "Qualified Alterations" shall have the meaning set forth in Section 4.1
hereof.

      "R.A.B." shall mean the Realty Advisory Board on Labor Relations,
incorporated, or its successor.

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

      "Recapture Assignment" shall have the meaning set forth in Section 12.10
hereof

      "Recapture Sublease" shall have the meaning set forth in Section 12.10
hereof.

      "Recapture Termination" shall have the meaning set forth in Section 12.10
hereof.

      "Rental" shall mean 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 of
all Governmental Authorities 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 thereof or adjacent
thereto, or any vault in or under the Real Property.

      "Rules and Regulations" shall mean the rules and regulations attached
hereto as Schedule "2" and made a part hereof, and such other and further rules
and regulations as Landlord may from time to time adopt as provided in Article 8
hereof.

<PAGE>

      "Space Factor shall mean Six Hundred Thirty-One (631), as the same may be
decreased pursuant to the terms hereof.

      "Specialty Alterations" shall mean Alterations which (i) affect the
structure of the Building, (ii) affect any Building Systems, (iii) establish a
connection between any portions of the Premises which are not contiguous or are
not on the same floor of the Building (such as staircases, dumbwaiters, and
pneumatic tubes), (iv) constitute Alterations made to accommodate Tenant's
particular technical installations (such as raised flooring for computer
installations), (v) constitute vaults or libraries, or (vi) constitute or
require floor reinforcement.

      "Sublease" means any sublease, sub-sublease, occupancy agreement, license
or other similar agreement (i) that grants to any other party the right to
occupy or use the Premises or any part thereof, and (ii) in respect of which
Tenant, or any other Person claiming by, through or under Tenant is the
sublessor, grantor or licensor thereunder.

      "Sublease Expenses" shall mean, in connection with a Sublease, (i) in the
event of a sale of Tenant's Property, the then unamortized or undepreciated cost
thereof determined on the basis of Tenant's federal income tax returns, (ii) the
reasonable out-of-pocket costs and expenses incurred by Tenant in connection
with making such Sublease, such as brokers' fees, attorneys' fees, and
advertising fees paid to unrelated third parties, (iii) any sums paid to
Landlord pursuant to Section 12.2 hereof, (iv) the cost of improvements or
alterations made by Tenant expressly and solely for the purpose of preparing the
Premises for such Sublease, and (v) the unamortized or undepreciated cost of any
Tenant's Property leased under such Sublease. In determining Sublease Rent, (a)
the costs described in clauses (ii), (iii) and (iv) above shall be amortized on
a straight-line basis over the term of such Sublease, and (b) the costs in
clause (v) above shall be amortized on a straight-line basis over the greater of
the longest useful life of such improvements, alterations or Property (as
permitted pursuant to the Internal Revenue Code of 1986, as amended) and the
term of such Sublease.

      "Sublease Profit" shall mean the product obtained by multiplying the
excess of (A) the Sublease Rent, over (B) the Fixed Rent (which includes the
Electricity Additional Rent) and Escalation Rent.

      "Sublease Rent" shall mean the excess of (a) any rent or other
consideration paid by the subtenant, grantee or occupant under any Sublease
(including, but not limited to, (x) sums paid for the sale or rental, or
consideration received on account of any contribution, of Tenant's Property, (y)
sums paid in connection with the supply of electricity or HVAC, or (z) sums paid
in connection with a Recapture Sublease), over (b) the Sublease Expenses.

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

      "Subsequent Monthly Building Energy Amount" shall have the meaning set
forth in Section 2.5 hereof.

<PAGE>

      "Subsequent Monthly Porters Wage Amount" shall have the meaning set forth
in Section 2.4 hereof.

      "Subsequent Monthly Tax Amount" shall have the meaning set forth in
Section 2.2 hereof

      "Substantial Completion" or "Substantially Completed" or words of similar
import shall mean that the applicable work has been substantially completed, it
being agreed that such work shall be deemed substantially complete
notwithstanding that minor or insubstantial details of construction or
demolition and/or mechanical adjustment and/or decorative items remain to be
performed.

      "Superior Lease" shall mean a ground or underlying lease of the Real
Property or the Building and all renewals, extensions, supplements, amendments
and modifications thereof.

      "Taxes" shall have the meaning set forth in Section 2.1 hereof.

      "Tax Payment" shall mean, with respect to any Tax Year, the product
obtained by multiplying (x) the excess of Taxes for such Tax Year over Base
Taxes, by (y) Tenant's Tax Share.

      "Tax Statement" shall mean a statement in reasonable detail setting forth
(x) a comparison of the Taxes for a Tax Year with the Base Taxes, and (y) the
amount of the Tax Payment.

      "Tax Year" shall mean the period July 1 through June 30 (or such other
period as hereinafter may be duly adopted by the Governmental Authority then
imposing taxes as its fiscal year for real estate tax purposes), any portion of
which occurs during the Term.

      "Tenant", on the date as of which this Lease is made, shall mean Initial
Tenant, but thereafter "Tenant" shall mean only the tenant under this Lease at
the time in question; provided, however, that Initial Tenant and any assignee of
this Lease shall not be released from liability hereunder in the event of any
assignment of this Lease.

      "Tenant Indemnitees" shall mean Tenant and its shareholders, partners,
directors, officers, and employees.

      "Tenant Party" shall mean Tenant and any Person which (x) Previously
constituted Tenant hereunder, and (y) assigned its interest as tenant hereunder
without Landlord's consent pursuant to Section 12.4 hereof.

      "Tenant's Engineer" shall have the meaning set forth in Section 13.2
hereof.

      "Tenant's Property" shall mean Tenants personal property, including,
without limitation, furniture, furnishings and equipment.

<PAGE>

      "Tenant's Specific Use" shall have the meaning set forth in Section 6.1
hereof.

      "Tenant's Tax Share" shall mean Two tenths of one percent (0.2%), as the
same may be increased or decreased pursuant to the terms hereof.

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

      "Third Engineer" shall have the meaning set forth in Section 13.2 hereof.

      "Wage Rate" shall have the meaning set fort in Section 2.1 hereof.

<PAGE>

                                   EXHIBIT "B"

                             CLEANING SPECIFICATIONS

GENERAL CLEANING:

NIGHTLY (ON BUSINESS DAYS)

      General Offices:

      1  All hardsurfaced flooring to be swept using approved dustdown
         preparation.

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

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

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

      5  Empty and clean all waste disposal cans and baskets.

      6  Wash clean all water fountains and coolers.

      Public Lavatories (Base Building):

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

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

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

      4. Wash all toilet seats.

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

      6. Empty paper receptacles and remove wastepaper.

      7. Fill and clean all soap, towel and toilet tissue dispensers as needed,
         supplies therefore to be furnished by Landlord at a reasonable charge
         to Tenant. If the Premises consists of a part of a rentable floor, said
         charge to Tenant shall be that portion of a reasonable charge for such
         supplies that is reasonably allocable to Tenant.

      8. Empty and clean sanitary disposal receptacles.

<PAGE>

WEEKLY:

      1. Vacuum clean all carpeting and rugs.

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

      3. Wipe clean all brass and other bright work.

QUARTERLY:

High dust the Premises complete, including the following:

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

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

      3. Dust all pipes, ventilating and air-conditioning louvres, ducts, high
         moulding and other high areas not reached in nightly cleaning.

      4. Dust all venetian blinds.

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

<PAGE>

                                   EXHIBIT "C"

                                 LANDLORD'S WORK

Landlord will, at its expense, perform the following work and installations, all
of  which  shall  be  of  material,  design,  capacity,  finish  and  color  (if
applicable)  of the standard  adopted by Landlord  for the  Building  (but in no
event more than the type and quantity of work set forth below):

1.    Paint the Premises with one (1) coat of Building-standard pant, one (1)
      color per room. Tenant shall select color from Landlord's
      Building-standard color chart.

2.    Install Building-standard carpeting in the Premises. Tenant shall select
      color from Landlord's Building-standard sample book.

<PAGE>

                                   SCHEDULE 1

                                    PREMISES

This floor plan is annexed to and made a part of this Lease solely to indicate
the Premises by outlining and diagonal marking. All areas, conditions,
dimensions and locations are approximate.

<PAGE>

                                   SCHEDULE 2

                              RULES AND REGULATIONS


      (1) The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, or halls of the Building 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 a 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.

      (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 name of Tenant may appear on the entrance door of the Premises.
Interior signs on doors and directory table shall be of a size, color and style
reasonably acceptable to Landlord.

      (4) The exterior windows and doors of the Premises shall not be covered or
obstructed.

      (5) 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 similar substances shall be deposited
therein.

      (6) Tenant shall not make, or permit to be made, any unseemly or
disturbing noises or disturb or 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.

      (7) Tenant shall not at any time bring in or keep upon, or permit to be
brought in or kept upon, the Premises any inflammable, combustible or explosive
fluid, chemical or substance except such as are incidental to usual office
occupancy.

      (8) 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.

<PAGE>

      (9) Landlord reserves the right to exclude from the Building between the
hours of 6 P.M. and 8 A.M. and at all hours on days other than Business Days all
persons who do not present a pass to the Building approved by Landlord.

      (10) 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.

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

      (12) Landlord shall have the right to require that all messengers and
other Persons delivering packages, papers and other materials to Tenant (i) be
directed to deliver such packages, papers and other materials to a Person
designated by Landlord who will distribute the same to Tenant, or (ii) be
escorted by a person designated by Landlord to deliver the same to Tenant.

      (13) Tenant shall cause Tenant's furniture, equipment, machines, cartons
or other bulky material to be moved in or out of the Building using only the
freight entrances to the Building and the freight elevators.

      (14) Tenant shall not adjust or tamper with any controls for the HVAC
System.