COOKE PROPERTIES INC.,

                                           Landlord

                                             AND

                              EMPIRE BLUE CROSS AND BLUE SHIELD

                                            Tenant


                                            LEASE



                                          PREMISES:

                                      The Kent Building
                                       666 Third Avenue
                                   New York, New York 10017


                                  The Entire 5th Floor and a
                                   Portion of the 6th Floor


<PAGE>


        LEASE, dated August 14, 1991 between Cooke Properties Inc., a California
corporation  having an office at 405 Lexington Avenue,  New York, New York 10174
(hereinafter  called  "Landlord")  and Empire Blue Cross and Blue Shield,  a New
York Not-For-Profit  Health Service  Corporation,  having an office at 622 Third
Avenue New York New York 10017 (hereinafter called "Tenant").

                                     W I T N E S S E T H:

                                           ARTICLE

        1.1  Landlord  hereby  leases to  Tenant,  and  Tenant  here  hires from
Landlord, the premises hereinafter described,  in the building known as The Kent
Building,  666 Third Avenue,  New York, New York 10017  (hereinafter  called the
"Building"), for the term hereinafter stated, for the rents hereinafter reserved
and upon and subject to the conditions (including limitations,  restrictions and
reservations) and covenants  hereinafter  provided. A copy of the Certificate of
occupancy for the Building in effect on the date hereof is annexed to this Lease
as Exhibit A. The plot of land on which the  Building is erected is  hereinafter
called the "Land".  Each party hereto hereby  expressly  covenants and agrees to
observe and perform all of the conditions and covenants  herein contained on its
art to be observed and performed.

        1.2 The premises  hereby  leased to Tenant is the entire 5th floor and a
portion of the 6th floor of the  Building,  containing a total of  approximately
forty-one  thousand three hundred twenty (41,320)  rentable square feet as shown
hatched the floor plan annexed hereto as Exhibit B. Said premises  together with
all fixtures and  equipment  which at the  commencement,  or during the term, of
this Lease are thereto  attached (except items not deemed to be included therein
and  removable  by  Tenant  as  provided  in  Article  14)  constitute  and  are
hereinafter called the "Demised Premises".

        1.3 The term of this Lease,  for which the Demised  Premises  are hereby
leased,  shall commence on a date (hereinafter  called the "Commencement  Date")
which shall be the later of August 15, 1991 or the date that Landlord shall have
both,  substantially  completed  Landlord's Work as required by (and defined in)
Section  3.1(a)  and shall  have  removed  asbestos  from the  Demised  Premises
pursuant to Section 3.3 (a),  and shall on the date which is the last day of the
calendar month in which shall occur the date which is five (5) years and six (6)
months after the Commencement  Date, which ending date is hereinafter called the
"Expiration  Date",  or shall end on such  earlier date upon which said term may
expire  or be  canceled  or  terminate  pursuant  to any of  the  conditions  or
covenants  of this Lease  pursuant to law. For the purposes of this Section 1.3,
Landlord shall be deemed to have  substantially  completed  Landlord's Work when
the Demised Premises are ready for Tenant's Initial  Alterations (as hereinafter
defined),  and any remaining Landlord's Work will not unreasonably or materially
interfere with or delay any of Tenant's Initial Alterations.  Promptly following
the  Commencement  Date,  Landlord  and  Tenant  shall  both  execute  a written
instrument to confirm the Commencement Date and anticipated Expiration Date.

1.4 The rents  reserved  under this Lease,  for the term  thereof,  shall be and
consist of (a) fixed rent of one million three hundred sixty-three thousand five
hundred  sixty  dollars  and no cent  ($1,363,560.00)  per year  which  shall be
payable  in equal  installments  in  advance  on the first day of each and every
calendar  month during the term of this Lease,  except that Tenant shall pay the
first monthly installment of fixed rend on the execution of this Lease, and

               (b)  additional  rent  consisting  of all other  sums of money as
shall become due from and payable by Tenant to Landlord  hereunder  (for default
in the payment of which  Landlord  shall have the same remedies as for a default
in the payment of fixed rent), all to be paid to Landlord at its office, or such
other place,  or to such agent and at such place,  as Landlord may  designate by
notice to Tenant, in lawful money of the United States of America.  Such payment
of rent shall be in cash or by check (drawn upon a bank whose  principal  office
is  located  within  the  continental  United  States of  America),  subject  to
collection.

               (c) Tenant shall receive a rental credit of one hundred  thirteen
thousand six hundred thirty dollars and no cent  ($113,630.00) per month for the
first six (6) months of the term. In  recognition  of this credit,  Tenant shall
not be required to pay fixed rent or any portion  thereof which is  attributable
to the first six (6) months of the term of this Lease beginning on

        1.5 Tenant shall pay the fixed rent and additional  rent herein reserved
promptly  as and when the same shall  become  due and  payable,  without  demand
therefor and without any  abatement,  deduction or setoff  whatsoever  except as
expressly provided in this Lease.

        1.6 If the Commencement Date occurs on a day other than the first day of
a calendar  month,  the fixed rent for such calendar month shall be prorated and
the balance of the first month's fixed rent  theretofore  paid shall be credited
against the next monthly installment of fixed rent.


                                          ARTICLE 2

        Use

        2.1 The Demised  Premises  shall be used for the  following,  but for no
other purpose,  namely:  Executive and  administrative  office of Tenant and any
Related Entity  (hereinafter  defined) whose business is in an affiliated health
field.  Landlord acknowledges that Tenant intends to occupy the Demised Premises
for the operation of a program  proprietary of Tenant to be conducted  under the
name "Empire Mental Health Choice".

        2.2 Tenant  shall not use or permit the use of the  Demised  Premises or
any  part  thereof  in any  way  which  would  violate  any  of  the  covenants,
agreements,  terms,  provisions and conditions of this Lease or for any unlawful
purposes  or in an  unlawful  manner  or in  violation  of  the  Certificate  of
Occupancy for the Demised  Premises or the Building.  Tenant shall not suffer or
permit  the  Demised  Premises  or any part  thereof to be used in any manner or
anything to be done therein or anything to be brought into or kept therein which
shall in any way impair the character,  reputation or appearance of the Building
as a high quality office building,  impair or interfere with any of the Building
services or the proper and economic heating, cleaning, air-conditioning or other
servicing of the Building or the Demised  Premises,  or impair or interfere with
the use of any of the other areas of the  Building  by, or occasion  discomfort,
inconvenience  or  annoyance  to, any of the other  tenants or  occupants of the
Building.   Without   limiting  the  generality  of  the  foregoing,   under  no
circumstances  shall  the  Demised  Premises  be used for the  treatment  of any
patients. Tenant shall not install any electrical or other equipment of any kind
which might cause any such impairment, interference,  discomfort, inconvenience,
or  annoyance.  Those  portions,  if any,  of the  Demised  Premises  which  are
identified  as toilets  and  utility  areas shall be used by Tenant only for the
purposes for which they are designed.

        2.3 It is understood that no property, other than such as might normally
be brought upon or kept in the Demised Premises as an incident to the reasonable
use of the Demised Premises for the purposes herein  permitted,  will be brought
upon or be kept in the Demised Premises.

        2.4 If any  governmental  license or permit  shall be  required  for the
proper and lawful conduct of Tenant's  business or other activity  carried on in
the Demised Premises, and if the failure to secure such license or permit, might
or would, in any way, affect Landlord,  then Tenant, at Tenant's expense,  shall
duly procure and thereafter  maintain such license or permit and submit the same
for inspection by Landlord.  Tenant,  at Tenant'  expense,  shall, at all times,
comply with the requirements of each such license or permit.



                                          ARTICLE 3

3.1 Landlord  shall perform the following  work  (collectively  the  "Landlord's
Work"):

        (a) Prior to delivery of the Demised Premises to Tenant, to demolish and
remove the existing walls,  ceilings,  doors, HVAC ducts and other improvements,
if any, now in the Demised  Premises and deliver the Demised  Premises to Tenant
broom clean; and

        (b) Within a reasonable time after the Commencement  Date, but not later
than thirty (30) days after  Tenant shall have  delivered  to Landlord  Tenant's
plans and  specifications  for  Tenant's  Initial  Alterations,  to  construct a
demising  wall on the 6th floor of the Building in the area denoted on Exhibit B
hereto to separate the Demised Premises from the balance of the 6th floor of the
Building and create a public corridor and, in connection therewith,  to leave an
opening for a door from the Demised  Premises to the public corridor (which door
will be installed by Tenant as art of Tenant's Initial Alterations); and

        (c) Within a reasonable period of time after the Commencement  Date, but
not later  than  November  1,  1991,  and only at such time or times and in such
matter as shall not unreasonably and materially  interfere with Tenant's Initial
Alterations,  to "box-in"  the top  portions of any risers or columns from which
Landlord   shall  have  removed   asbestos  or   asbestos-treated   material  as
contemplated by Section 3.3 (a) of this Lease; and

        (d) Within  seventy-five (75) days after the Commencement Date (i) clean
the 5th and 6th floor public rest rooms,  replace or repair  broken  fixtures or
tiles therein,  replace or repair broken light fixtures,  paint the ceilings the
stall doors and  replace  the toilet  seats,  (ii)  install  the  ceiling  light
fixtures,  paint and otherwise  finish the public corridor on the sixth floor in
accordance  with the standards of the balance of the Building,  and (iii) finish
and  modernize  the  elevator  lobby on the sixth floor to the  standards of the
elevator lobbies in the balance of the Building.

               3.2 Landlord shall  undertake and complete  Landlord's  Work in a
good,  workmanlike  manner and in compliance with all laws,  ordinances,  rules,
orders and  regulations  of all  governmental  authorities  and of all insurance
bodies having jurisdiction. With respect to any work by Landlord or Tenant in or
about the Demised Premises for the period from and after the  Commencement  Date
is  contemplated  in  Section  3.1,  Landlord  and  Tenant  agree that they will
cooperate each with the other so as to perform their respective work in a manner
which will not unreasonably  and materially  interfere with or delay the work of
the other.

               3.3 (a) Tenant acknowledges that Landlord has delivered to Tenant
a copy of a report prepared by a duly licensed  asbestos  inspector  stating the
extent, if any, that the Demised Premises or the elevator shafts for the bank of
the  elevators  which  service  floors two through six contain  asbestos-treated
materials,  Prior to the  execution  and  delivery of this Lease,  Landlord  and
Tenant  have  inspected  the  Demised  Premises  and  indicated  on a floor plan
thereof, those areas in which asbestos treated materials are located (such areas
being known as the "Designated  Asbestos Areas"),  Landlord shall, at Landlord's
sol cost and expense, prior to the Commencement Date remove the asbestos-treated
materials from the Designated Asbestos Areas. Without limiting the generality of
the foregoing,  if,  pursuant to Asbestos  Requirements  (hereinafter  defined),
either the  encapsulation,  removal or  treatment of  asbestos-treated  material
located in or about the  Demised  Premises or the common  areas of the  Building
("Common  Areas") shall be required,  Landlord  shall,  at  Landlord's  cost and
expense,   comply  with  such   Asbestos   Requirements   with  respect  to  the
encapsulation,  removal or treatment of the asbestos-treated materials. Landlord
further  acknowledges  and agrees that if the asbestos  report referred to above
indicates that the Demised Premises  contains any  asbestos-treated  material in
areas in  addition  to the  Designated  Asbestos  Areas  (from  which  areas the
asbestos  shall be removed as aforesaid)  if and only to the extent  required by
the Asbestos  Requirements,  Landlord shall, as part of Landlord's Work,  comply
with all Asbestos  Requirements  with respect to the  encapsulation,  removal or
treatment of the  asbestos-treated  material in the Demised  Premises;  it being
understood,   however,   that  if,  pursuant  to  Asbestos   Requirements,   the
encapsulation, removal or treatment of any such asbestos-treated material in the
Demised  Premises  (other  than the  Designated  Asbestos  Areas)  shall  not be
required, Landlord shall have no obligation with respect thereto.

        (b) During the term of this Lease,  Landlord shall advise Tenant whether
any work has been commenced,  is on-going or is contemplated to remove, treat or
encapsulate  asbestos or  asbestos-treated  material in any part of the Building
(such work hereinafter the "Building Asbestos Work") provided, however, it being
understood  and agreed that Landlord  shall not be require to advise Tenant with
respect to any building asbestos work, except upon Tenant's request,  where such
building  asbestos work is occurring  anywhere in the Building other than on the
third through eighth floors. With respect to Building Asbestos Work on the third
through eighth floors,  inclusive,  Landlord shall be obligated to advise Tenant
without  necessity of a request  from Tenant.  During the course of any Building
Asbestos  Work, or at any time during the term of this Lease,  Tenant shall have
the right, at its sole cost and expense,  to have the Demised Premises or Common
Areas of the  Building  tested by a licensed  asbestos  inspector  to  determine
whether the air within the Common  Areas the  Building  or the Demised  Premises
contain levels of friable  asbestos in excess of levels  permitted by applicable
Asbestos  Requirements.  If Tenant's licensed asbestos inspector shall issue its
written report indicating that the air in the Common areas of the Building or in
the Demised  Premises  contains  levels of friable  asbestos in excess of levels
permitted by the applicable Asbestos Requirements, Tenant shall forthwith notify
Landlord  thereof and shall  provide to  Landlord a copy of the written  report.
Thereafter,  Landlord  shall  have the right to have its own  licensed  asbestos
inspector  test the air in the  Common  Areas of the  Building  and the  Demised
Premises  provided  that  Landlord  shall  do so  within  five  (5)  days  after
Landlord's  receipt of Tenant's written report.  If the inspection by Landlord's
licensed  asbestos  inspector  does not indicate that the air in Common Areas of
the  Building or the Demised  Premises  contains  levels of friable  asbestos in
excess of levels  permitted by applicable  Asbestos  Requirements,  Landlord and
Tenant shall instruct their licensed asbestos inspectors to immediately select a
third licensed asbestos inspector who shall be acceptable to both Landlord's and
Tenant's  inspector  and whose  determination  shall be binding on Landlord  and
Tenant.  Each party shall pay the costs of its own  inspector.  The costs of the
third inspection  shall be paid by the party with whose  inspection  report said
third inspector disagrees. If the third inspector's test shall disclose that the
air in the Common Areas of the Building or the Demised Premises  contains levels
of  friable  asbestos  in excess  of levels  permitted  by  applicable  Asbestos
Requirements (or if Landlord does not contest Tenant's inspector's determination
or if Landlord's inspector agrees with Tenant's inspector),  and, as a result of
the  presence  in the air in the Common  Areas of the  Building  or the  Demised
Premises  of levels of  friable  asbestos  in  excess  of  levels  permitted  by
applicable  Asbestos  Requirements (i) Tenant shall cease using all or a part of
the Demised  Premises for the uses described in Section 2.1 of this Lease (which
shall not preclude  access to the Demised  Premises for removal by Tenant of its
property,  or the  inspection  of the Demised  Premises or Common  Areas for the
presence  of  asbestos  containing  materials  or  otherwise)  or if  Tenant  is
prevented  from  having  access to the  Demised  Premises  by reason of Asbestos
Requirements,  in either event, for in excess of seven (7) consecutive  business
days (of which condition Tenant shall give to Landlord notice forthwith upon the
commencement  of such period and upon the  expiration of such period),  then the
fixed rent and additional  rent  hereunder  shall be abated one day for each day
thereafter  (in the same  proportion  as the ratio of the portion of the Demised
Premises in which Tenant has ceased to conduct its business  bears to the entire
Demised  Premises or, if the entire Demised  Premises shall such abatement shall
be affected,  such  abatement  shall be for the entire fixed rent and additional
rent) until such time as the level of friable  asbestos in the Demised  Premises
or the  Common  Areas of the  Building  shall be  reduced  to or below the level
permitted  by  the  applicable  Asbestos  Requirements  (as  determined  by  the
agreement  of  Landlord's  inspector  and  Tenant's  inspector  or by the  third
licensed asbestos  inspector);  and (ii) if Tenant shall cease using the Demised
Premises  for the uses  described  in Section  2.1 of this Lease or if Tenant is
prevented  from  having  access to the  Demised  Premises  by reason of Asbestos
Requirements,  in either event, for more than one hundred five (105) consecutive
days then,  at any time after the  expiration  of the one hundred  fifth (105th)
day,  but prior to the date that  Landlord  shall  have  reduced  the  levels of
friable  asbestos in the air to or below the  permitted by  applicable  Asbestos
Requirements,  Tenant shall have the right to give to Landlord written notice of
Tenant's  intention to terminate  this Lease,  which notice shall set a date not
less than fifteen (15) Business  Days  (hereinafter  defined)  after the date of
such notice as the Expiration Date of this Lease such right of termination being
Tenant's sole and exclusive remedy (as between Landlord and Tenant,  but without
precluding  third party claims or  cross-claims)  due to the fact that  Landlord
shall not have reduced the levels of friable asbestos in the air to or below the
levels  permitted by applicable  Asbestos  Requirements  within said one hundred
five (105) consecutive period.  Notwithstanding  the foregoing,  if prior to the
expiration of the fifteen (15) Business Day period set forth in Tenant's notice,
Landlord shall have reduced the level of friable asbestos in the air to or below
the levels permitted by applicable Asbestos Requirements,  Tenant shall not have
the right to  terminate  this Lease and this Lease shall  continue in full force
and effect.  If this Lease  terminates in accordance with the provisions of this
Section 3.3(b),  the term of this Lease shall expire as of the date set forth in
Tenant's notice of termination as if such date was the Expiration  Date, and all
rights,  obligations  and  liabilities of the parties  hereunder shall cease and
terminate as of said date.

               (c) Notwithstanding anything in this Section 3.3 to the contrary,
Tenant acknowledges and agrees that Landlord shall have absolutely no obligation
to encapsulate, remove or treat any asbestos-treated materials in the Additional
Premises (hereinafter  defined),  except as specifically set forth in Article 44
of this Lease.

               (d) Asbestos Requirements shall mean all present and future laws,
rules,  orders,  ordinances,  regulations,  statutes,  requirements,  codes  and
executive  orders,  of  all  governmental  and  municipal   authorities   having
jurisdiction and of any and all of their  departments and bureaus  pertaining or
relating to the use, maintenance, presence, encapsulation,  removal or treatment
of asbestos containing or treated materials applicable to the Building.

        3.4 Other than Landlord's Work,  Landlord shall not be obligated to make
any improvements or alterations to or within the Demised Premises whatsoever.


                                          ARTICLE 4

                                 Deleted Prior to Execution

                                          ARTICLE 5

                                     Adjustments of Rents

        5.1 As used in this  Article 5 the words and terms which follow mean and
include the following:

               (a)  "Tax  Year"  shall  mean  each  period  of  twelve   months,
commencing  on the first day of July of each such  period,  in which  occurs any
part of the term of this Lease or such other period of twelve  months  occurring
during the term of this  Lease as  hereafter  may be duly  adopted as the fiscal
year for real estate tax purposes of the City of New York.

               (b) "Operation Year" shall mean each calendar year, subsequent to
the calendar year 1992 in which occurs any part of the term of this Lease.

               (c)    "Tenant's Proportionate Share" shall mean .087.

               (d)    Deleted Prior to Execution.

               (e)  "Assessed  Valuation"  shall  mean the  amount for which any
parcel of real property or structure or  improvement  is assessed by the City of
New York for the purposes of Real Estate Taxes.


               (f) "Real  Estate  Taxes"  shall  mean the sum of (i) the  amount
determined  by  multiplying  (x) the  Assessed  Valuation  of the  Land  and the
Building  for any Tax Year by (y) the real of such  event on a basis  consistent
with the  principles  underlying  the  provisions  of this Article 5 taking into
consideration  (y) the  portion of such Tax Year or  Operation  Year which shall
have  elapsed  prior  to the  date of such  event or (z) in the case of any such
increase  or decrease  in the area of the  Demised  Premises  the portion of the
Demised Premises to which the same relates.

        5.7 Payments  shall be made  pursuant to this Article 5  notwithstanding
the  fact  that an  Escalation  statement  is  furnished  to  Tenant  after  the
expiration of the term of this Lease.

        5.8 In case the Real Estate Taxes for any Tax Year or part thereof shall
be reduced  before  Tenant shall have paid Tenant's  Proportionate  Share of any
excess thereof in respect of such Tax Year,  pursuant to Section 5.2 hereof, the
Real  Estate  Taxes for such Tax Year  shall be deemed to include  any  expenses
including  counsel fees  incurred by Landlord in  connection  with  reducing the
Assessed Valuation and/or in obtaining such reduction.

        5.9    Deleted Prior to Execution.

        5.10 Unless Tenant shall be a tax exempt organization,  Tenant shall pay
to Landlord any  occupancy tax or rent tax now effect or hereafter  enacted,  if
payable by Landlord in the firs  instance  or  hereafter  required to be paid by
Landlord. Such tax shall be paid to Landlord as additional rent upon demand.
        5.11 If all or any part of the fixed rent or addition  rent shall at any
time  become  uncollectible,  reduced or require to be refunded by virtue of any
rules,  regulations,  orders,  la or  stabilization  laws,  of  governmental  or
quasi-governmental   authorities  having  jurisdiction,   then  for  the  period
prescribe  thereby  Tenant shall pay to Landlord the maximum  amounts  permitted
pursuant  thereto  but not in  excess  of the  fixed  rent and  additional  rent
reserved under this Lease.  Upon the expiration of the applicable period of time
during which such amounts shall be  uncollectible,  reduced or refunded,  Tenant
shall pay to  Landlord  as  additional  rents,  within  fifteen  (15) days after
demand,  all such  uncollected,  reduced or refunded amount that would have been
payable  for  the  period  absent  such  rules,  regulations,  orders,  laws  or
ordinances;  provided,  however,  that the retroactive  collection thereof shall
then be lawful.

                                          ARTICLE 6

                                  Failure to Give Possession

        6.1 If the Demised Premises shall not be available delivery to Tenant on
the specific date, if any,  hereinbefore  designated for the commencement of the
term of this Lease for reason whatsoever,  then this Lease shall not be affected
thereby,  in such  case,  said  specified  date,  if any,  shall be deemed to be
postponed  until the date  when the  Demised  Premises  shall be  available  for
delivery  to Tenant,  and Tenant  shall not be  entitled  to  possession  of the
Demised  Premises  until the same  available  for delivery to Tenant,  provided,
however, that Ten shall have no claim against Landlord,  and Landlord shall have
liability to Tenant by reason of any such  postponement  of said specific  date,
and the  parties  hereto  further  agree that any  failure  to have the  Demised
Premises  available  for  delivery  to  Tenant on said  specific  date or on the
Commencement  Date shall no way affect the  obligations of Tenant  hereunder nor
shall  the same be  construed  in any way to extend  the term of this  Lease and
furthermore,  this Section 6.1 shall be deemed to be an express provision to the
contrary of Section  223-a of the Real Property Law of the State of New York and
any other law of like import now or hereafter in force.

        6.2  Notwithstanding  the provisions of Section 6.1 to the contrary,  if
the Commencement Date shall not have occurred on or before November 15, 1991, at
any time thereafter,  but prior to the Commencement  Date, Tenant shall have the
right to terminate  this Lease by giving written notice of its election to do so
to  Landlord,  which notice shall set a date which is not less than fifteen (15)
days after the date of giving of such notice as the date for the  termination of
the Lease. In such event,  unless the Commencement Date shall occur prior to the
date set forth in  Tenant's  notice as the date for  termination  of this Lease,
this Lease shall  terminate as of such date as if such date were  originally set
forth  herein as the  Expiration  Date and neither  party shall have any further
rights  hereunder.  Tenant's right of termination as aforesaid shall be Tenant's
sole and exclusive remedy and the provisions of this Section 6.2 shall be deemed
to be an express  provision to the contrary as  contemplated by Section 223-a of
the  Real  Property  Law of the  State of New  York  and any  other  law of like
important now or hereafter in force.

        6.3 The  provisions  of Section 6.1 shall apply not only to the delivery
of the  Demised  Premises to Tenant as of the  Commencement  Date but shall also
apply to the delivery to Tenant of any Additional Premises (hereinafter defined)
pursuant to Tenant's options as set forth in Article 44 of this Lease.

                                          ARTICLE 7

                                   Subordination, Notice to
                                    Lessors and Mortgagees



        7.1 This  Lease,  and all rights of Tenant  hereunder,  are and shall be
subject and subordinate in all respects to all ground leases,  overriding leases
and underlying leases of the Land and/or the Building now or hereafter  existing
and to all  mortgages  which may now or  hereafter  affect  the Land  and/or the
Building  and/or any of such leases,  whether or not such  mortgages  shall also
cover other lands and/or  buildings to each and every  advance made or hereafter
to  be  made  under  such  mortgages,   and  to  all  renewals,   modifications,
replacements  and extensions of such leases and such mortgages and spreaders and
consolidations of such mortgages.  This Section 7.1 shall be self-operative  and
no further  instrument of  subordination  shall be required.  In confirmation of
such  subordination,  Tenant shall  promptly  execute and deliver any instrument
that  Landlord,  the lessor of any such lease or the holder of any such mortgage
or any of their  respective  successors  in interest may  reasonably  request to
evidence  such  subordination.  The  leases to which  this Lease is, at the time
referred to, subject and  subordinate  pursuant to this Article are  hereinafter
sometimes called "superior  leases" and the mortgages to which this Lease is, at
the time referred to, subject and  subordinate  are hereafter  sometimes  called
"superior  mortgages"  and the lessor of a superior  lease or its  successor  in
interest at the time referred to is sometimes  hereinafter called a "lessor" and
the holder of a superior  mortgage  or its  successor  in  interest  at the time
referred to is sometimes  hereinafter  called a "holder".  Landlord  agrees that
Landlord  shall request the holder of the existing  superior  mortgage,  and any
future holder of any future superior  mortgage,  to enter into a non-disturbance
and attornment  agreement with Tenant, which agreement shall be substantially in
the  form of the  agreement  annexed  hereto  as  Schedule  1  ("Non-Disturbance
Agreement"). Landlord agrees to use all reasonable efforts to cause the existing
holder of the current  superior  mortgage,  and any future  holder of any future
superior mortgage, to execute the Non-Disturbance Agreement; it being understood
and agreed,  however, that Landlord shall have no obligation to expend any money
in  excess  of one  Thousand  Dollars  ($1,000.00)  or  commence  any  action or
proceeding to induce any such holder to do so or to agree to any modification of
any mortgage in connection with the obtaining of such Non-Disturbance Agreement.
Landlord  shall  have no  liability  to Tenant for its  failure  to obtain  such
NonDisturbance  Agreement and Tenant's obligations under this Lease shall not be
affected by reason of such failure to obtain such Non-Disturbance Agreement.

        7. In the event of any act or  omission  of  Landlord  which  would give
Tenant the right,  immediately  or after lapse of a period of time, to cancel or
terminate this Lease, or to claim a partial or total eviction,  Tenant shall not
exercise  such  right  (i)  until it has  given  written  notice  of such act or
omission to the holder of each  superior  mortgage and the lessor each  superior
lease whose name and address shall  previously  have been furnished to Tenant in
writing,  and (ii) unless such act or omission shall be one which is not capable
of being  remedied  by Landlord  or such  holder or lessor  within a  reasonable
period of time,  until a reasonable  period for  remedying  such act or omission
shall have elapsed  following  the giving of such notice and  following the time
when such  holder or lessor  shall have  become  entitled  under  such  superior
mortgage  or  superior  lease,  as the case may be,  to remedy  the same  (which
reasonable  period  shall in no event be less than the period to which  Landlord
would be entitled under this Lease or otherwise,  after similar notice to effect
such  remedy),  provided  such holder of lessor  shall with due  diligence  give
Tenant  written notice of its intention to, and commence and continue to, remedy
such act or omission.

        7.3 If the  lessor  of a  superior  lease or the  holder  of a  superior
mortgage shall succeed to the rights of Landlord und this Lease, whether through
possession or foreclosure  action or delivery of a new lease or deed,  then (but
subject to the provisions of any  Non-Disturbance  Agreement  between Tenant and
such lessor or holder) at the request of such party so  succeeding to Landlord's
rights (herein  sometimes called  "successor  landlord") and upon such successor
landlord's  providing  to  Tenant  reasonably  acceptable  evidence  that it has
succeeded to  Landlord's  interest  under this Lease and a written  agreement to
accept Tenant's attornment,  Tenant shall attorn to and recognize such successor
landlord as Tenant's  landlord under this Lease,  and shall promptly execute and
deliver any instrument  that such successor  landlord may reasonably  request to
evidence such attornment. Upon such attornment this Lease shall continue in full
force and effect as, or as if it were,  a direct  lease  between  the  successor
landlord and Tenant upon all of the terms covenants, conditions,  agreements and
provisions,  as are set forth in this Lease except that the  successor  landlord
shall not

               (a) be liable for any previous act or omission of Landlord  under
this Lease,

               (b) be subject to any offset,  not expressly provided for in this
Lease, which shall have theretofore accrued to Tenant against Landlord, or

        (c) be bound by any previous  modification  of the Lease,  not expressly
provided  for in this  Lease,  or by any  previous  prepayment  of more than one
month's  fixed rent,  unless such  modification  or  prepayment  shall have been
expressly  approved in writing by the lessor of the superior lease or the holder
of the  superior  mortgage  through or by reason of which the  property tax rate
applicable  to the Borough of Manhattan  for such Tax Year plus (ii) any special
or extraordinary  assessments and  governmental  levies imposed against the Land
and the  Building.  If, due to a future  change in the method of  taxation,  any
franchise,  income,  profit or other tax,  however  designated,  shall be levied
against  Landlord in  substitution,  in whole or part, for or in lieu of any tax
which would otherwise  constitute "Real Estate Taxes",  such franchise,  income,
profit or other tax shall be  deemed to be Real  Estate  Taxes for the  purposes
hereof and shall be deemed to be included in the term "Real Estate Taxes".

               (g) "Real  Estate Tax Base" shall mean the Real Estate  Taxes for
the Tax Year commencing July 1, 1992 and ending on June 30, 1993.

               (h)    Deleted Prior to Execution.

               (i)    Deleted Prior to Execution.

               (j)    Deleted Prior to Execution.

               (k)  "Escalation  Statement"  shall mean a  statement  in writing
signed by Landlord,  setting forth the amount  payable by Tenant for a specified
Tax Year or Operation Year (as the case may be) pursuant to this Article 5.

        5.2 If the  Real  Estate  Taxes  for  any  Tax  Year  shall  be  greater
(resulting in an excess) than the Real Estate Tax Base, then Tenant shall pay to
Landlord as  additional  rent for such Tax Year, an amount equal to the Tenant's
Proportionate share of such excess.

        5.3 If the  Operating  Expenses as defined in Exhibit for any  operation
Year shall be greater  (resulting in an excess than the  operating  Expenses for
the Base Year then  Tenant  shall pay to Landlord  as  additional  rent for such
operation Year and proportionate Share of Increase as defined in Exhibit C.

        5.4 Any such  additional  rent  payable by reason of the  provisions  of
Section 5.2 hereof  shall be payable  within  fifteen  (15) days after  Landlord
shall  furnish to Tenant (and  Tenant  shall have  received  from  Landlord)  an
Escalation Statement with respect to Real Estate Taxes for any tax Year.

        5.5 Any such  additional  rent  payable by reason of the  provisions  of
Section 5.3 shall commence as of the first day the relevant  Operation Year and,
after  Landlord shall furnish  Tenant with an Escalation  Statement  relating to
such  Operation   Year,  all  monthly   installments  of  rental  shall  reflect
one-twelfth  of the  annual  amount of such  adjustment  until a new  adjustment
becomes  effective  pursuant  to the  provisions  of this  Article  5,  provided
however,  that if said  Escalation  Statement  furnished  to  Tenant  after  the
commencement of such Operation  Year,  there shall be promptly paid by Tenant to
Landlord,  an amount  equal to the portion of such  adjustment  allocable to the
part of such  Operation  Year which shall have elapsed prior to the first day of
the calendar month next  succeeding the calendar month in which said  Escalation
Statement is furnished to Tenant.

        5.6  In  the  event  (i)  that  the  date  of the  expiration  or  other
termination  of this Lease  shall be a day other than the last day of a Tax Year
or an  Operation  Year,  or (ii) of any  increase or decrease in the area of the
Premises  (as may be provided  herein),  then in each such event in applying the
provisions  of this Article 5 with respect to any Tax Year or Operation  Year in
which such event shall have occurred,  appropriate  adjustments shall be made to
reflect the occurrence  successor landlord shall have succeeded to the rights of
Landlord under this Lease.
        ARTICLE 8

                                       Quite Enjoyment

        8.1 So long as Tenant pays all of the fixed rent and additional rent due
hereunder  and  performs and  observes  all of the other  terms,  covenants  and
conditions  of this lease to be performed  and observed by Tenant,  Tenant shall
peaceably  and  quietly  have,  hold and enjoy  the  Demised  Premises  subject,
nevertheless,  to the terms and  provisions  of this Lease and,  as  provided in
Article  7 (but  subject  to the  provisions  of any  Non-Disturbance  Agreement
between Tenant and any lessor or holder) to the superior leases and the superior
mortgages.

                                          ARTICLE 9

                                          Brokerage

        9.1 Tenant  covenants,  represents,  and warrants that Tenant has had no
dealings  or  negotiations  with any  broker,  or agent  other  than  Cushman  &
Wakefield,  Inc. in connection with the  consummation of this Lease.  Tenant and
Landlord  covenant and agree to pay,  hold harmless and indemnify the other from
and against any and all cost, expense (including  reasonable attorneys' fees) or
liability  for any  compensation,  commissions  or charges  claimed by any other
broker or agent,  other  than the  broker set forth in this  Section  9.1,  with
respect  to this  Lease or the  negotiation  thereof  based upon the acts of the
indemnifying  party or its  agents  or  representatives,  Landlord  will pay any
commission  due Cushman & Wakefield,  Inc., in connection  with this Lease based
upon the terms of The  Agency  Agreement  between  Cooke  Properties  Inc.,  and
Cushman & Wakefield Inc. The liability of Landlord and Tenant under this Article
9 shall survive the  Expiration  Date or the date of sooner  termination  of the
term of this Lease.

                                          ARTICLE 10

                                     Compliance With Laws

        10.1 Tenant, at Tenant's expense,  shall comply with laws and ordinances
(including but not limited to local laws #5 and #16), and all rules,  orders and
regulations of all governmental  authorities and of all insurance bodies, at any
duly issued or in force,  applicable to the Demised Premises or any part thereof
or to Tenant's  use  thereof,  except that Tenant  shall not hereby be under any
obligation to comply with any ordinance, rule, order or regulation requiring any
structural alteration of the Demised Premises unless such alteration is required
by reason of a condition  has been created by, at the instance of Tenant,  or is
attributable  to the use or  manner  of use to which  Tenant  puts  the  Demised
Premises,  or is required by reason of a breach of any of Tenant's covenants and
agreements hereunder. Where any structural alteration of the Demised Premises is
required by any such law,  ordinance,  rule,  order or  regulation,  and, (i) by
reason of the  express  except  hereinabove  contained,  Tenant is not under any
obligation to such  alteration,  and (ii) the reasonably  estimated cost of such
alteration  exceeds Two Hundred Thousand Fifty Dollars  ($250,000.00) (the "Cost
Base") then Landlord shall have the option of making such  alteration and paying
the cost  thereof by giving to Tenant  not less than  thirty  (30)  days'  prior
written notice of such termination;  provided,  however,  that if within fifteen
(15) days  after  the  giving  by  Landlord  of its  notice  of  termination  as
aforesaid,  Tenant  shall give  written  notice to Landlord  stating that Tenant
elects to make such  alteration  at the expense of Tenant (with respect to costs
in  excess  of the  Cost  Base),  then  such  notice  of  termination  shall  be
ineffective provided that Tenant, at Tenant's expense, shall,  concurrently with
the giving of such notice to Landlord,  execute and deliver to Landlord Tenant's
written  undertaking,  with a surety and in form and substance  satisfactory  to
Landlord,  obligating  Tenant to  promptly  and duly make such  alteration  in a
manner  satisfactory to Landlord and to save Landlord  harmless from any and all
costs, expenses,  penalties and/or liabilities  (including,  but not limited to,
accountants' and attorneys'  fees) in connection  therewith or by reason thereof
in excess of the Cost Base;  and Tenant  covenants  and  agrees  that,  after so
electing to make any such alteration, Tenant will, at Tenant's expense in excess
of the Cost Base, and in compliance with all the covenants,  agreements,  terms,
provisions and conditions of this Lease, make such alteration, and will promptly
and  duly  perform  all the  conditions  of such  undertaking  and that all such
conditions of such undertaking shall be deemed to constitute  provisions of this
Lease to be kept or  performed  on the part of  Tenant  with the same  force and
effect as if the same had been set forth herein, Upon the completion of all such
work and the  furnishing  by Tenant to  Landlord of the  documentation  required
under  Article 13 with  respect to Tenant's  Changes (as defined in Article 13),
including,  without  limitation,  the  architect's  certificate  that Tenant has
substantially  completed all work required of Tenant and mechanic's lien waivers
from each contractor  employed by Tenant in connection  therewith Landlord shall
pay to Tenant the Two Hundred Fifty Thousand Dollars ($250,000.00)  representing
the Cost Base.

        10.2 In the  event  that a  notice  of  termination  shall  be  given by
Landlord  under the  provisions  of this Article 10 and such notice shall not be
negated  by Tenant as  provided  in  Section  10.1,  this Lease and the term and
estate hereby  granted shall expire as of the date specified in such notice with
the same effect as if that Date were the Expiration Date of this Lease,  and the
fixed rent and additional rent payable hereunder shall be apportioned as of such
date of termination.

        10.3 Landlord, at its sole cost and expense (but subject to inclusion of
such cost and expenses as part of  Operating  Expenses),  shall comply with,  or
shall cause the other  tenants  occupants of space within the Building to comply
with, all laws and ordinances  (including,  but not limited to local laws #5 and
#16) and all rules,  orders and regulations of all governmental  authorities and
of all  insurance  bodies at any time duly issue or in force,  applicable to the
Demised  Premises or the Building,  except to the extent that Tenant is required
by the provisions of Section 10.1 to comply therewith, and subject,  further, to
Landlord's right to contest the applicability or legality thereof.

                                          ARTICLE 11

                                          Insurance

        11.1 Tenant shall not violate, or permit the violation of, any condition
imposed by the standard fire insurance  policy then issued for office  buildings
in the  Borough  of  Manhattan  City of New  York,  and  shall not do, or permit
anything  to be  done,  or keep or  permit  anything  to be kept in the  Demised
Premises,  which would increase the fire or other casualty insurance rate on the
Building or the property  therein over the rate which would otherwise then be in
effect  (unless  Tenant pays the  resulting  premium as provided in Section 11.3
hereof) or which  would  result in  insurance  companies  refusing to insure the
Building or any of such property in amount reasonably satisfactory to Landlord.

        11.2 Landlord and Tenant shall each secure an appropriate  clause in, or
an endorsement  upon,  each fire or extended  coverage or rent insurance  policy
obtained by it and covering the Building,  the Demised  Premises or the personal
property,  fixtures and equipment located therein or thereon,  pursuant to which
the  respective  insurance  companies  waive  subrogation or permit the insured,
prior to any loss,  to agree with a third party to waive any claim it might have
against said third party.  The waiver of  subrogation or permission for waive of
any claim hereinbefore  referred to shall extend to the agents of each party and
its employees and, in the case of Tenant, shall also extend to all other persons
and entities  occupying  or using the Demised  Premises in  accordance  with the
terms of this Lease.  If and to the extent that such waiver or permission can be
obtained  only upon payment of an  additional  charge then the part  benefitting
from the waiver or  permission  shall pay such charge upon  demand,  or shall be
deemed to have  agreed  that the  party  obtaining  the  insurance  coverage  in
question  shall be free of an further  obligations  under the  revisions  hereof
relating to such waiver or permission.

        Subject to the foregoing provisions of this Section 11.2, and insofar as
may be  permitted  by the terms of the  insurance  policies  carried by it, each
party hereby releases the other with respect to any claim (including a claim for
negligence)  which it might  otherwise  have  against  the other party for loss,
damages or  destruction  with respect to its property by fire or other  casualty
(including rental value or business interest as the case may be occurring during
the term of this Lease.

        11.3  If,  by  reason  of any  failure  of  Tenant  to  comply  with the
provisions of Section 10.1 or Section 11.1 the rate fire insurance with extended
coverage on the  Building or equipment  or other  property of Landlord  shall be
higher than it otherwise would be, Tenant shall reimburse  Landlord,  on demand,
for that part of the premiums for fire  insurance and extended  coverage paid by
Landlord because of such failure on the part of Tenant.

        11.4 A  schedule  or  make up of  rates  for the  Building  the  Demised
Premises,  as the case may be,  issued  by the New York  Fire  Insurance  Rating
Organization  or other similar body making rates for fire insurance and extended
coverage for the premises  concerned,  shall be conclusive evidence of the facts
therein  stated and of the several items and charges in the fire  insurance rate
with extended coverage then applicable to such premises.

        l1.5(a)Tenant   shall  obtain  prior  to  the  Commencement   Date,  and
thereafter  during  the term of this  Lease  keep in full  force and  effect the
following insurance:

     (i) a policy of commercial  general liability and property damage insurance
     with a  contractual  liability  endorsement  that  extends to,  among other
     events,  the  indemnities  by Tenant as set forth in  Section  21.2 of this
     Lease,  with minimum  limits of  liability of a combined  single limit with
     respect to each  occurrence  of five million  dollars  ($5,000,000,00)  for
     injury or death to persons and damage to property,  or such greater  amount
     as  Landlord  may from time to time  reasonably  require  with  respect  to
     similar premises, uses and occupancies; and


     (ii)  insurance  against  loss or damage by fire,  with  extended  coverage
     including  "all risk"  coverage,  such  coverage  intended  to provide  the
     broadest  possible  coverage  available,  in an amount equal to one hundred
     (100%)  percent  of the  full  replacement  value  of (a)  all of  Tenant's
     furniture, trade fixtures, equipment and other personal property located in
     or appurtenant to the Premises and (b) all leasehold  improvements  made by
     Tenant  during  the  term  of  the  Lease,   including   Tenant's   Initial
     Alterations,  without  diminution of such replacement cost for depreciation
     or obsolescence.

               (b) All  insurance  policies  required to be maintained by Tenant
under this Lease shall contain provisions that:

     (i) no act (other than willful,  deliberate  acts which are customarily not
     covered under the type of insurance policies Tenant is required to maintain
     pursuant to this Lease) or  omission  of Tenant  shall  affect or limit the
     obligation  of  the  insurance  company  to pay  the  amount  of  any  loss
     sustained;

     (ii) such policy shall not be  cancelled  or modified  without at least ten
     (10) days prior  written  notice to Landlord,  which notice to be effective
     must be actually  received by Landlord and shall  contain the policy number
     and the names of the insureds and certificate holder;

     (iii) Tenant is named as the insured and Landlord, and each lessor and each
     holder of a mortgage (whose names and addresses shall have been provided to
     Tenant by such  lessor,  such  holder  or  Landlord)  are each  named as an
     additional insured, except as to that portion of Tenant's fire and casualty
     policy which relates solely to Tenant's furniture, moveable trade fixtures,
     personal   property  and  business   equipment   (including  its  telephone
     equipment), which shall name Tenant as the sole insured;

     (iv) such policy is primary and non-contributory with any insurance carried
     by Landlord; and

     (v) such policy shall be for a term of not less than one (1) year.

               (c) 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  licensed to do business in the
State of New York each of which shall be rated by Best's  Rating Guide  Property
Casualty  Division  not less than "A" or "A+" as to its  general  policy  holder
rating,  and at least  "XIII"  as to its  financial  rating  provided  that such
ratings are then  available to an insurance  company  licensed to do business in
the State of New York,  it being  understood  that if such  ratings are not then
available  to an insurance  company  licensed to do business in the State of New
York,  the 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  licensed to do business in the State of New
York each of which shall have the  highest  rating  then  available  from Best's
Rating Guide Property - Casualty Division.  The casualty and liability insurance
required to be  maintained  by Tenant may be effected by a policy or policies of
blanket insurance which may cover other properties  provided that the protection
and  coverage  afforded  thereunder  shall  not be less than the  protection  or
coverage which would have been afforded under a separate  policy relating to the
Demised  Premises  only and,  that in all other  respects of such  policy  shall
comply with the other provisions of this Article 11.

               (d) An  original  or a  certified  copy of each such  Policy or a
certificate  thereof  shall be delivered to Landlord  prior to the  Commencement
Date and  thereafter  not less than  fifteen  (15) days  prior to the  scheduled
expiration  thereof.  Tenant's  failure,  in  whole or in part,  to  provide  to
Landlord a policy or  certificate  of  insurance as set forth in this Article 11
and in the form required by this Article 11 shall be, and shall be deemed to be,
a material default hereunder  entitling  Landlord to exercise any and all of the
remedies  provided  herein  and at law or in  equity,  and  the  parties  hereto
expressly  acknowledge and agree that Landlord may, but shall have no obligation
or  duty   whatsoever,   to  cure  such  a  default  whether  by  obtaining  the
aforementioned  insurance  at  its  own  or at  Tenant's  cost  or  expense,  or
otherwise.  If Landlord elects to obtain any such insurance  following  Tenant's
default  in  so  doing,  the  costs  incurred  by  Landlord,  including  without
limitation,  the premiums and other  charges and  expenses,  shall be additional
rent hereunder and shall be due immediately upon demand.

               (e) It is expressly  understood and agreed that Landlord will not
carry insurance on Tenant's fixtures,  furnishings,  equipment or other property
or effects or insurance against interruption of Tenant's business.

        11.6 Except as specifically set forth in this Lease, Landlord and Tenant
and agree  that,  to the  extent a claim is covered  by the  insurance  that the
claimant is obligated by this Lease to obtain and  maintain,  the claimant  will
look first to its own insurance for satisfaction of the claim.

                                          ARTICLE 12

     Rules and  Regulations  12.1  Tenant and its  employees  and  agents  shall
     observe and comply with the Rules and Regulations annexed hereto as Exhibit
     D,  and  such  reasonable   changes  therein   (whether  by   modification,
     elimination,  or addition) as Landlord at any time or times  hereafter  may
     make and communicate in writing to Tenant, provided,  however, that in case
     of any conflict or  inconsistency  between the provisions of this Lease and
     any of the Rules and  Regulations as originally  promulgated or as changed,
     the provisions of this Lease shall control.

        12.2  Nothing  contained in this Lease shall be construed to impose upon
Landlord any duty or obligation  to Tenant to enforce the Rules and  Regulations
or the terms,  covenants or conditions in any other lease,  as against any other
tenant,  and Landlord shall not be liable to Tenant for violation of the same by
any other tenant or its  employees,  agents,  or visitors,  except that Landlord
shall not enforce any Rule or Regulation against Tenant which Landlord shall not
then be enforcing against all other office tenants in the Building.

        12.3 Nothing contained in Paragraph 5 of the Rules and Regulations shall
or shall be deemed to prohibit  or prevent the Tenant  first named in this Lease
from displaying (a) on the entrance doors of the Demised Premises and (b) in the
elevator lobbies of the floors which are occupied entirely by such Tenant,  such
Tenant's  usual and  customary  logo,  trademark,  service  mark or other symbol
identifying  Tenant or Tenant's  services  offered  from the  Demised  Premises,
including Empire Mental Health Choice.

                                          ARTICLE 13

                                       Tenant's Changes

        13.1 Tenant  covenants and agrees that Tenant will make no  alterations,
installations,  repairs,  additions,  improvements or  replacements,  including,
without  limitation,  Tenant's Initial  Alterations (as defined in Section 13-2)
(hereinafter collectively called "Tenant's Changes") in, to or about the Demised
Premises without Landlord's prior written consent,  and then only by contractors
or mechanics  set forth in Schedule 2 annexed  hereto or  otherwise  approved in
advance by Landlord which consent,  provided that such  contractors  comply with
the  provisions of Section 13.3,  shall not be  unreasonably  withheld or unduly
delayed.  Tenant's  Changes  shall be done at Tenant's  sole expense and at such
times and in such manner as Landlord may from time to time  designate.  Prior to
the commencement of any Tenant's Changes,  Tenant shall submit to Landlord,  for
Landlord's  written  approval,  three  sets of plans and  specifications  (to be
prepared by a licensed  architect  and/or engineer and at the expense of Tenant)
of such proposed Tenant's Changes in detail reasonably satisfactory to Landlord.
The  Landlord  reserves  the right to refer  such  plans and  specifications  to
Landlord's consulting architects and/or engineers for review at Tenant's expense
not to exceed fifty cents  ($0.50) for each square foot of the Demised  Premises
affected by the applicable Tenant's Changes, provided, however, that in no event
shall the  expenses for such  architects  and/or  engineer's  review of Tenant's
plans and specifications for Tenant's Initial Alterations exceed $5,000,00.  The
Tenant shall comply with all reasonable  changes or requirements  recommended by
Landlord's consultants. Landlord shall not unreasonably withhold or unduly delay
its consent to any  non-structural  Tenant's Changes provided that such Tenant's
Changes (i) are not visible from the-outside of the Building, (ii) do not affect
any part of the Building other than the Demised Premises, (iii) do not adversely
affect any  service  required  to be  furnished  by Landlord to Tenant or to any
other  tenant or  occupant of the  Building,  (iv) do not  adversely  affect the
proper  functioning  of any of the Building  mechanical,  electrical,  sanitary,
heating, air-conditioning, ventilating, elevator, plumbing, life safety or other
service  systems  and (v) do not  reduce  the value or  utility  of the  Demised
Premises  or the  Building.  In no event  shall any  material  or  equipment  be
incorporated in or to the Demised  Premises in connection with any such Tenant's
Changes which is subject to any lien,  security agreement,  charge,  mortgage or
encumbrance  of any kind  whatsoever  or is subject to any  conditional  sale or
other similar or dissimilar title retention agreement. Tenant's Changes shall at
all times comply with (1) all laws, rules, orders, regulations and ordinances of
governmental and municipal  authorities  having  jurisdiction  thereof,  (2) the
rules  and   regulations   of  Landlord,   and  (3)   architectural   plans  and
specifications prepared by and at the expense of Tenant theretofore submitted to
Landlord for  Landlord's  prior written  approval and approved by Landlord,  and
shall be  undertaken  and completed in a good,  workmanlike  manner using new or
comparable  to new  materials  which  shall be of a  quality  comparable  to the
original  installations  in the Demised  Premises.  No Tenant's Changes shall be
commenced by Tenant or any one acting for or on behalf of Tenant until  Landlord
has approved  such plans and  specifications,  and no amendments or additions to
such plans and specifications shall be made without the prior written consent of
Landlord.  With respect to any Tenant's Changes having a cost in excess of Fifty
Thousand Dollars ($50,000.00),  Tenant shall deliver to Landlord waivers of lien
from all  contractors,  subcontractors  and material  suppliers  involved in the
performance  of  such  Tenant's  Changes  and the  furnishing  of  materials  in
connection  therewith,  together  with a  certificate  from  Tenant's  architect
stating that (i) in the  architect's  opinion,  such Tenant's  Changes have been
performed  (and  completed) in a good and  workmanlike  manner and in accordance
with the plans and  specifications  therefore as approved by Landlord,  and (ii)
all contractors,  subcontractors  and material  suppliers have been paid for the
work  performed  in  connection  with  such  Tenant's  Changes  or the  material
furnished in connection therewith.

        13.2 Following the Commencement  Date, Tenant shall commence and proceed
to  complete  within  one (1) year after the  Commencement  Date all of the work
necessary  for Tenant to prepare  the  Demised  Premises  for  Tenant's  use and
occupancy and, at Tenant's election,  to construct an internal  stairway,  to be
denoted  on  Tenant's  plans  and  specifications,  and to be in an  area of the
Demised  Premises  reasonably  agreed to by Landlord and Tenant (all of the work
necessary  to do so,  exclusive of  Landlord's  Work,  is herein  referred to as
"Tenant's  Initial   Alterations").   Tenant's  Initial   Alterations  shall  be
undertaken  and  completed in accordance  with this Lease and the  provisions of
this Article 13 provided,  however, that Landlord agrees that, provided Tenant's
plans and  specifications  for Tenant's  Initial  Alterations  are in reasonably
sufficient detail so as to show the design, character and appearance of the work
to be  included as  Tenant's  Initial  Alterations,  Landlord  shall  review and
approve  or  disapprove  same  within  ten (10)  business  days  after  Tenant's
submission thereof to Landlord.  If Landlord shall inform Tenant in writing,  of
its  objections to said plans and  specifications,  Tenant shall comply with all
changes or  requirements  reasonably  recommended by Landlord's  consultants and
shall  submit  revised  plans and  specifications  to  Landlord.  The failure of
Landlord to inform  Tenant of any further  objections  to the revised  plans and
specifications  within seven (7) business days after Tenant's submission of such
revised plans and specifications shall constitute Landlord's approval thereof.

        13.3 Tenant agrees that it will not at any time prior or during the term
of this Lease,  either  directly or  indirectly  use any  contractors,  labor or
materials if the use of such  contractors,  labor or materials  would create any
difficulty  with other  contractors,  or labor  engaged by Tenant or Landlord or
other engaged in the  construction,  maintenance or operation of the Building or
any part thereof.  Landlord  acknowledges and agrees that the contractors and/or
engineers  set forth on  Schedule  2 annexed to this  Lease do not  violate  the
provisions of this Section 13.3.

        13.4 (a) Prior to making any Tenant's Changes,  include Tenant's Initial
Alterations, Tenant shall, at Tenant's sole cost and expense obtain all permits,
approvals and certificates required by all governmental or municipal authorities
having jurisdiction and shall furnish copies thereof to Landlord,  shall furnish
to  Landlord  duplicate  original  policies or  certificate  thereof of workers'
compensation and builder's risk insurance covering all persons to be employed by
Tenant and Tenant's  contractors and  subcontractors in connection with Tenant's
changes, such insurance to otherwise comply with the provisions of Article 11 of
this Lease and, upon completion of Tenant's Changes, obtain, at Tenant's expense
certificates of final approval  thereof if same are required by any governmental
or municipal authority having  jurisdiction,  a copy of which shall be furnished
to Landlord.

               (b) Any  review or  approval  by  Landlord  of any  plans  and/or
specifications  with  respect to any Tenant's  Changes is solely for  Landlord's
benefit  and without any  representation  to Tenant or another  person or entity
with respect to the adequacy,  correctness,  legality or efficiency  thereof, or
otherwise.

        13.5 All plans and  specifications  submitted  by Tenant to Landlord for
Landlord's  approval  shall,  if  applicable,  comply with the  compartmentation
requirements of the City of New York Local Law #5/1973, as amended, and Landlord
shall not be deemed  unreasonable  in  withholding  its  consent to any plans or
specifications not complying therewith.

        13.6 If any mechanic's lien is filed against the Building or the Demised
Premises  for work done or  claimed  to be done or for  materials  furnished  or
claimed to be furnished to Tenant, including,  without limitation, in connection
with Tenant's  Changes,  the same shall be discharged by Tenant, at its expense,
within  thirty  (30) days  thereafter,  by filing the bond  required  by law, by
payment or otherwise. Nothing contained in this Lease shall constitute a consent
or request by Landlord,  express or implied, for the performance of any labor or
services or the  furnishing of any materials or other property in respect of the
Demised Premises or any part thereof,  nor as giving Tenant any right,  power or
authority to contract for or permit the  performance of any labor or services or
the  furnishing  of any  materials  of other  property in such  fashion as would
permit the making of any claim against  Landlord in respect  thereof.  Notice is
hereby  given  that  Landlord  shall  not be liable  for any labor or  materials
furnished  or to be  furnished to Tenant on credit and that no mechanic or other
lien for any such labor or material  shall  attach to the Building or affect the
reversion  or  other  estate  or  interest  of  Landlord  in and to the  Demised
Premises.


                                          ARTICLE 14

                                      Tenant's Property

        14.1  All   fixtures,   equipment,   improvements,   installations   and
appurtenances attached to or built into the Demised Premises at the commencement
or during the term of the Lease,  whether by  Landlord  at its own expense or at
the  expense  of Tenant,  or by Tenant at the  expense  of  Landlord  (including
Tenant's  Initial  Alterations)  shall be and remain a part Demised Premises and
shall not be  removed  by  Tenant,  except as  hereinafter  in this  Article  14
expressly provided.

        14.2  All  paneling,  movable  partitions,  lighting  fixtures,  special
cabinet  work,  other  business and trade  fixtures,  machinery  and  equipment,
communications  equipment  and office  equipment,  whether or not attached to or
built into the Demised Premises,  which are installed in the Demised Premises or
for the account of Tenant, without expense to Landlord, and which can be removed
without  permanent  structural  damage  to  the  Building,  and  all  furniture,
furnishings and other articles of movable personal  property owned by Tenant and
located in the Demised  Premises  (all of which are sometimes  called  "Tenant's
Property"),  shall be and shall remain the property of Tenant and may be removed
by it at any time during the term of the Lease; provided that if any of Tenant's
Property is removed, Tenant shall repair or pay the cost of repairing any damage
to the  Demised  Premises  or the  Building  resulting  from such  removal.  Any
equipment or other  property for which Landlord shall have granted any allowance
or credit to Tenant (including the Tenant  Improvement  Allowance and Additional
Tenant Improvement Allowance, if any) shall not be deemed to have been installed
by or for the account of Tenant,  without expense to Landlord,  and shall not be
removed by Tenant.

        14.3 At or  before  the  Expiration  Date,  or the  date of any  earlier
termination of this Lease,  or as promptly as practicable  after such an earlier
termination date, Tenant at its expense,  shall remove from the Demised Premises
all of  Tenant's  Property  except  such  items  thereof  as Tenant  shall  have
expressly  agreed in  writing  with  Landlord  were to remain  and to become the
property of Landlord, and shall repair any damage to the Demised Premises or the
Building resulting from such removal.

        14.4 Any other items of Tenant's Property (except money,  securities and
other like  valuables)  which  shall  remain in the Demised  Premises  after the
Expiration  Date or after a period of  fifteen  (15) days  following  an earlier
termination  date,  may, at the option of the  Landlord,  be deemed to have been
abandoned,  and in such case either may be retained by Landlord as its  property
or may be disposed of,  without  accountability,  in such manner as Landlord may
see fit at Tenant's expense.
                                          ARTICLE 15
                                       Repairs and Maintenance

        15.1 Tenant shall,  throughout the term of this Lease,  at Tenant's sole
cost and  expense,  take good care of the  Demised  Premises  and the  fixtures,
equipment,   facilities   and   appurtenances   therein   and  shall   make  all
non-structural  repairs  thereto  as and when  needed to  preserve  them in good
working order and condition,  reasonable wear and tear accepted. All of Tenant's
repairs  shall  be of  quality  or  class  comparable  to the  original  work or
construction  and shall be made in accordance with the applicable  provisions of
Article 13 hereof. In addition,  Tenant, at its expense, shall promptly make all
repairs,  ordinary  or  extraordinary,   interior  or  exterior,  structural  or
otherwise,  in and about the  Demised  Premises  and the  Building,  as shall be
required by reason of (i) the  performance  or  existence  of  Tenant's  Initial
Alterations or other Tenant's Changes,  (ii) the installation,  use or operation
of  Tenant's  Property  in the  Demised  Premises,  (iii) the moving of Tenant's
Property or any other property owned or being  delivered to or from Tenant in or
out of the  Building,  or (iv) the acts or  omissions  of  Tenant  or any of its
employees,  agents,  contractors  quests and  invitees;  but Tenant shall not be
responsible,  for any of such  repairs as are  required by reason of  Landlord's
neglect or other fault in the manner of performing any of Tenant's Changes which
may be undertaken by Landlord for Tenant's account or are otherwise  required by
reason  of  neglect  or  other  fault  of  Landlord  or its  employees,  agents,
contractors, guests and invitees. Except if due to the neglect or other fault of
Landlord or its employees, agents or contractors,  Tenant, at its expense, shall
replace all scratched, damaged or broken doors and glass in the Demised Premises
and shall be responsible  for all repairs,  maintenance  and replacement of wall
and floor  coverings in the Demised  Premises and for the repair and maintenance
of all lighting fixtures therein.

        15.2 Landlord, at its expense,  shall keep and maintain the Building and
its fixtures,  appurtenances,  systems and  facilities  serving the Building and
Demises  Premises,  in working  order,  condition  and repair and shall make all
repairs, structural and otherwise,  interior and exterior, as and when needed in
or about the Demised  Premises,  except for those  repairs  for which  Tenant is
responsible pursuant to any other provisions of this Lease.

        15.3 Except as expressly provided in this Lease,  Landlord shall have no
liability to Tenant by reason of any inconvenience,  annoyance,  interruption or
injury to business  arising from Landlord's  making any repairs or changes which
Landlord is required or permitted by this Lease,  or required by law, to make in
or to any  portion of the  Building  or the  Demised  Premises,  or in or to the
fixtures,  equipment,  or appurtenances of the Building or the Demised Premises.
Landlord shall  undertake any such repairs or changes in a manner which will not
unreasonably  and  materially  interfere  with  Tenant's use or occupancy of the
Demised Premises.

                                          ARTICLE 16

                                         Electricity

        16.1 Landlord will furnish to Tenant,  through  transmission  facilities
installed  by it in the  Building,  alternating  electric  current to be used by
Tenant for the lighting  fixtures and  electrical  receptacles  installed in the
Demised Premises,  but Landlord shall not be liable in any way to Tenant for any
failure or defect in supply or  character of electric  current  furnished to the
Demised  Premises,  except as set forth in Section 16.7 of this Lease.  Landlord
shall furnish and install (unless such  installation is made by a duly qualified
employee  of Tenant)  all  lighting  tubes,  lamps and bulbs used in the Demised
Premises and Tenant shall pay Landlord's  reasonable  charges therefor on demand
as additional rent. All ballasts shall be installed by Landlord and Tenant shall
pay  Landlord's  reasonable  charges  therefore  on  demand as  additional  rent
provided, however, that Tenant shall have the right to install such ballasts, at
Tenant's  sole  cost and  expense,  provided  that  Tenant  employs  a  licensed
electrical  contractor  who complies with the  provisions of Section 13.3, to do
so.  Tenant  shall use said  electric  current  for  lighting  and,  insofar  as
Landlord's facilities are not burdened thereby and applicable laws and insurance
regulations  permit,  for operation,  during normal  business  hours (i.e.,  the
Regular  Hours of each Business Day, as both terms are defined in Article 17) of
such  equipment as is normally used in connection  with the operation of a usual
business office.

        16.2 Tenant's use of electric  current in the Demised Premises shall not
at any  time  exceed  the  capacity  of any of  the  electrical  conductors  and
equipment  in or  otherwise  serving the Demised  Premises and in no event shall
exceed the Building Standard  allotment of six (6) watts per square foot. Tenant
shall be allowed to make or perform or permit the making or  performing  of, any
alterations to wiring installations or other electrical facilities in or serving
the Demised Premises or any additions to the business machines, office equipment
or other  appliances in the Demised  Premises  which utilize  electrical  energy
without the prior  consent of Landlord so long as such usage does not exceed six
(6) watts per square foot.  If the usage should  exceed six (6) watts per square
foot,  all  additional  risers,  connections  and/or  other  equipment  required
therefor  shall be installed  by Landlord and the cost thereof  shall be paid by
Tenant upon Landlord's demand. Landlord may also require that Tenant shall agree
to an increase in the annual  fixed rent  payable  hereunder  by an amount which
will reflect  additional  electric current made available to Tenant. If Landlord
and Tenant cannot agree thereon,  such amount shall be determined by a reputable
independent  electrical  engineer  to be  selected  by  Landlord.  If the Tenant
disputes the results of such survey,  the dispute may, at Tenant's  option to be
exercised  strictly in accordance with section 16.3 (f), be submitted to dispute
resolution  as  provided  in said  Section  16.3  (f).  When the  amount of such
increase is so determined,  the parties shall execute an agreement supplementary
hereto to reflect  such  increase in the amount of the annual fixed rent payable
hereunder  effective from the date such additional  service is made available to
Tenant;  but such  increase  shall be  effective  from  such  date  even if such
supplementary agreement is not executed.

        16.3  (a)  The  annual  fixed  rent  specified  in this  Lease  includes
$123,960,00 per annum (the "Electric Charge")  representing the estimated charge
for the  furnishing of electrical  service by Landlord to the Demised  Premises,
based  upon the  rates  charged  as of  August  1,  1991 by the  public  utility
furnishing  electric  energy to the Building.  The Electric Charge is based upon
certain  theoretical  assumptions  incorporating  estimates  of  consumption  of
electrical  energy by lighting  fixtures and other office equipment and machines
incident to the use of any premises as ordinary  executive and general  offices,
the  anticipated  periods of operation  of such  lighting  fixtures,  and office
equipment and machines and the cost of furnishing such electric energy.

               (b) From time to time during the term hereof, the Electric Charge
may be increased to take into account:


     (i) any material addition to the lighting fixtures,  equipment and machines
     in the Demised Premises;

     (ii) use by Tenant of electric energy in the Demised  Premises in excess of
     the  quantity  considered  and/or  during  periods  of use other than those
     considered in estimating the Electric  Charge or determining  any "Adjusted
     Electric Charge" (as hereinafter defined) pursuant to this Article 16; or

     (iii) any increase in Landlord's cost or expenses for or in connection with
     the furnishing by it of electric  energy to Tenant,  in accordance with the
     provisions  of this  Lease,  which  shall be due to any change in the rates
     char by the public utility furnishing  electric energy to the Building from
     the rates  charged  as of August 1, 1991 by such  utility  or any change in
     taxes  based on the  amounts  charged  by said  public  utility  since  the
     effective date of the Electric Charge or the Adjusted  Electric Charge,  as
     the case may be, then in effect.

        Such increases in costs,  except for those  pursuant to subsection  16.3
(b) (iii) above,  which  increases in costs pursuant to said subsection 16.3 (b)
(iii) shall be based solely upon and equal to the increase in the rates  charged
by the public utility for furnishing such electrical energy, shall be calculated
and reflected in the electricity and fixed rent in following manner:  First: the
average  monthly number of kilowatts of demand and the average monthly number of
kilowatt  hours of  consumption  (or at the option of Landlord  only the average
monthly number of kilowatt hours of consumption)  shall first determined for the
electricity  used in the entire  Building  over the twelve (12) monthly  periods
immediately preceding rate change. Second: the cost thereof to Landlord shall be
at the rates in effect  immediately prior to the rate change and at the rates in
effect  immediately  after the rate change.  Third: the percentage by which such
cost after the rate  change is  greater  than such cost  before the rate  change
shall be determined. Fourth: the Electric Charge or Adjusted Electric Charge, as
the case may be, shall be increased by the same percentage.

               (c)  Whenever,  at any time  during the term of this  Lease,  the
Electric  Charge shall be increased,  pursuant to clause (1) or (2) of paragraph
(b) of this Section  16.3,  Landlord  shall  furnish to Tenant a survey  setting
forth a new Electric  Charge.  (Any new Electric Charge pursuant to clauses (1),
(2), or (3) of  paragraph  (b) of this  Section  16.3 is  hereinafter  sometimes
called the "Adjusted Electric Charge.")

               (d)  Upon  the  determination  of  an  Adjusted  Electric  Charge
pursuant to clauses (1) or (2) of paragraph (b) of this Section  16.3,  Landlord
shall  furnish to Tenant a statement in writing  recomputing  and  adjusting the
annual fixed rent hereunder by an appropriate sum representing any increase from
the Electric Charge then in effect,  which statement shall be accompanied by the
survey upon which said  increase was based,  or in the case of any increase made
pursuant to clause (3) of paragraph (b) of this Section  16.3.  the inclusion of
sufficient detail to enable Tenant to verify the increase referred to therein.

               (e)    Each such adjustment shall be effective retroactively
                      as of

     (i) the  effective  date of the  material  addition in usage by Tenant,  as
     respects any increase  made pursuant to clause (1) and (2) of paragraph (b)
     of this Section 16.3, or

     (ii) the date of the  change  in  rates,  as  respects  any  increase  made
     pursuant to clause (3) of paragraph (b) of this Section 16.3.

               Within  twenty  (20)  days  after  the  furnishing  of  any  such
statement  in  writing,  Tenant  shall pay to Landlord  as  additional  rent the
retroactive underpayment of annual fixed rent.

               (f) Landlord and Tenant agree that Landlord's reputable, licensed
and  independent  electrical  consultant may, from time to time, make surveys in
the Demised Premises covering the electrical equipment and fixtures and the uses
of current  therein and, as  aforesaid,  the  Electric  Charge may be changed in
accordance  with such survey.  The  determination  of the change in the Electric
Charge by Landlord's  consultant shall be binding and conclusive on Landlord and
on  Tenant  from  and  after  the  date  of  the  delivery  of  copies  of  such
determination  to  Landlord  and Tenant  unless,  within  twenty (20) days after
delivery of a copy to Tenant,  Tenant to Landlord  written notice of its dispute
of such determination.  If Tenant disputes such determination.  it shall, at its
own expense within seven (7) Business Days after the date of its notice,  at its
own  expense,  obtain  from  an  independent,   reputable,  licensed  electrical
consultant,  its own survey of Tenant's  electrical  lighting and power load and
hours of use thereof and a determination in the change of the Electrical  Charge
in  accordance  with the  provisions  of this  Article  16. Upon  completion  of
Tenant's survey, Tenant shall forthwith provide to Landlord a copy.  Thereafter,
Tenant's  consultants  and  Landlord's  consultants  shall  seek to agree on the
revised Electric Charge or Adjusted  Electric Charge. If the two consultants can
not  agree,  they  shall  choose  a  third  reputable,   independent  electrical
consultant the cost of which shall be shared equally by Landlord and Tenant,  to
make a similar survey and the determination of the change in the Electric Charge
by  such  third  electrical  consultant  shall  be  controlling.  If  Landlord's
consultant and Tenant's consultant can not agree on such third consultant within
ten (10) days after it is determined by either  consultant  that they are unable
to agree upon the revised  Electric  Charge or Adjusted  Electric  Charge,  then
either Landlord or Tenant may apply to the Real Estate Board of New York,  Inc.,
for the  appointment  of such  third  consultant.  However,  pending  such final
determination, Tenant shall pay to Landlord the amount of the increased Electric
Charge as determined by Landlord's electrical consultant provided, however, that
if the final  determination  differs from the  determination  made by Landlord's
consultant, Landlord and Tenant shall make an adjustment for any deficiency owed
by Tenant or average  paid by Tenant  pursuant  to the  decision  of  Landlord's
electrical consultant.

               (g) Landlord shall not be required, in connection with any survey
to be conducted in  accordance  with clauses (1) or (2) of paragraph (b) of this
Section  16.3. to document the basis for its belief that there has been material
addition  to the  lighting  fixtures,  equipment  and  machines  in the  Demised
Premises or that Tenant uses electrical energy in the Demised Premises in excess
of the quantity  considered  or during  periods  other than those  considered in
estimating the Electric Charge or any Adjusted  Electric  Charge,  or to have or
produce any basis therefor whatever,  it being the intention of the parties that
Landlord shall have the right to initiate a survey or determination hereunder at
any time during the term of this Lease for any reason whatsoever.

        16.4 Provided that Landlord  elects to discontinue  furnishing  electric
energy to not less than ninety percent (90%) of the tenants in the Building, and
provided that electrical energy is available to Tenant from Consolidated  Edison
Company of New  York-or  another  public  utility or private  company,  Landlord
reserves the right to discontinue  furnishing  electric  energy to Tenant in the
Demised  Premises  at any time upon not less  than  ninety  (90) days  notice to
Tenant.  If  Landlord  exercises  such right of  termination,  this Lease  shall
continue in full force and effect and shall be unaffected  thereby,  except only
that, from and after the effective date of such termination,  Landlord shall not
be  obligated  to furnish  electric  energy to Tenant and the fixed rent payable
under this Lease shall be reduced by $123,960,00 per year plus the amount of any
increases pursuant to this Section 16.4. If Landlord so discontinues  furnishing
electric  energy to  Tenant,  Tenant  shall  arrange to obtain  electric  energy
directly from the public  utility  company  furnishing  electric  service to the
Building.  Such electric  energy may be furnished to Tenant by means of the then
existing building system feeders,  risers and wiring to the extent that the same
are  available,  suitable and safe for such  purposes.  All meters an additional
panel boards,  feeders,  risers, wiring and other conductors and equipment which
may be required to obtain  electric  energy  directly  from such public  utility
company shall be installed by Landlord at its expense.



        16.5  Notwithstanding  the  aforesaid  provisions  of this  Article,  if
pursuant to an action of the Public Service Commission of the State of New York,
or otherwise, sub-metering of electricity is permitted at the Building, Landlord
shall have the  option,  at  Landlord's  sole cost and  expense,  of  installing
sub-meters to measure Tenant's electricity  consumption and to charge the Tenant
for  its  electric  consumption  at  the  then  applicable  rate,  if  any,  for
sub-metered electricity. In the event no such rate is promulgated, then Landlord
shall  bill  Tenant  and  Tenant  shall  pay  Landlord  for  Tenant's   electric
consumption at the same rates and frequency that Landlord is obligated to pay to
the local utility  company  furnishing  electricity to the Building and all such
sums shall be collectible as additional rent payable hereunder.

        16.6 In no event will the amount of fixed annual rent be  decreased  due
to adjustments in the Electric  Charge or Adjusted  Electric  Charge pursuant to
this Article 16.
        16.7 If the supply of electrical energy to the Demised Premises shall be
interrupted due to a cause or causes within  Landlord's  control for a period of
fifteen (15) consecutive  Business Days,  then,  unless within said fifteen (15)
consecutive  Business  Day period  Landlord  shall have  restored the service of
electrical energy to the Demised Premises (or if such restoration of service, in
good faith and with the exercise of diligence,  cannot be completed  within said
fifteen (15) Business Day period, then, unless Landlord has commenced to restore
such  electrical  energy service and is proceeding with diligence and continuity
to do so) at the end of the fifteen (15)  Business Day period,  as Tenant's sole
and exclusive  remedy,  at Tenant's  option,  the fixed rent and additional rent
payable by Tenant  under  this Lease  shall be abated one day for each day after
said fifteen (15) Business Day period until such time as the  electrical  energy
service  to  the  Demised  Premises  shall  have  been  restored   following  an
interruption  due to a  cause  or  causes  within  Landlord's  control.  For the
purposes  of this  Section  16.7,  if the  supply  of  electrical  energy to the
Premises shall be interrupted  due to a strike or labor troubles,  laws,  rules,
regulations of  governmental  ordinances,  governmental  action or preemption in
connection with a national emergency or by reason or any legal requirement, fire
or other-casualty, failure of the public utility to supply same to the Building,
acts of God, civil commotion,  third-party criminal behavior, terrorism, war, or
other acts or occurrences  outside of Landlord's  control and which are commonly
described as "force ___ events,  such events,  and each of them, shall be deemed
to be causes not within Landlord's  control.  Without limiting the generality of
the foregoing,  an event shall be deemed to be within Landlord's control if such
event is due to repairs or alterations  performed (or failed to be performed) by
Landlord or the failure of Landlord to maintain  the Building  systems  owned or
controlled by Landlord which provide the  electrical  energy to the Building and
the Demised  Premises.  In no other event shall Landlord be liable,  in any way,
for an interruption  of the service of electrical  energy or a failure or defect
in the supply or  character  or  electrical  current or energy  furnished to the
Demised Premises.

                                          ARTICLE 17

                                      Heat, Ventilation
                                     and Air Conditioning

        17.1 Landlord, at its expense,  shall maintain and operate in accordance
with Section 15.2 of this Lease, the heating,  ventilating and  air-conditioning
systems (the "Systems") and shall furnish heat, ventilating and air-conditioning
(hereinafter  collectively  called  "air-conditioning  service")  in the Demised
Premises  through the Systems,  during "Regular Hours" (i.e.,  daytime  business
hours,  but not before 8:30 a.m. or after 6:00 p.m.  Monday  through  Friday) of
"Business  Days" (which shall mean all days except  Saturdays,  Sundays and days
observed by the Federal,  state or municipal  government or unions whose members
are employed at the Building,  as holidays) throughout the year. If Tenant shall
require  air-conditioning  service at any other time (hereinafter  called "After
Hours"),  Landlord shall furnish such After Hours air-conditioning  service upon
reasonable  advance  notice from Tenant,  and Tenant shall pay  Landlord's  then
established  charges therefor on Landlord's  demand. In no event shall Tenant be
required to pay more for After  Hours  air-conditioning  service  then any other
tenant in the Building. Notwithstanding the foregoing, on or before January 31st
during  each  year of the term of this  Lease,  Tenant  shall  have the right to
designate two non-Business  Days during such calendar year on which dates Tenant
intends to open the Demised  Premises  for  business  notwithstanding  that such
dates are non-Business Days.  Landlord agrees that on such days,  Landlord shall
furnish After Hours air-conditioning  service to the Demised Premises and Tenant
shall pay to Landlord in lieu of Landlord's  established  charges therefore,  an
amount equal to fifty percent (50%) of Landlord's then  established  charges for
each such day,  or such other  amount as  Landlord  and Tenant may agree upon by
written  instrument  signed by both  parties.  Upon  receipt of Tenant's  notice
designating the two non-Business Days as aforesaid, Landlord shall advise Tenant
of the costs to Tenant for such After Hours air-conditioning service for the two
designated dates.

        17.2 The use of the Demised Premises,  or any part thereof,  in a manner
exceeding  the design  conditions  thereof  (including  occupancy  and connected
electrical  load) for  air-conditioning  service  in the  Demised  Premises,  or
rearrangement  of partitioning  which  interferes  with normal  operation of the
air-conditioning service in the Demised Premises, or the use of computer or data
processing  machines (other than customary desk top network  personal  computers
and  workstations)  may require changes in the Systems  servicing Tenant, at its
expense,  as Tenant's Changes pursuant to Article 13. Tenant agrees to lower and
keep  closed  the  Venetian  blinds or other  window  coverings  in the  Demised
Premises  whenever  required for the proper  operation  of the  air-conditioning
service.


                                          ARTICLE 18

                                  Landlord's Other Services

        18.1 Landlord,  at its expense,  shall provide public elevator  service,
passenger  and  service,  by  elevators  serving  the floor on which the Demised
Premises are situated  during  Regular Hours of Business Days, and shall have at
least  one  passenger  elevator  subject  to call at all other  times  including
non-Business Days.

        18.2  Landlord,  at its  expense,  shall  cause  the  Demised  Premises,
including the exterior and the interior of the windows  thereof,  to be cleaned.
Tenant  shall pay to Landlord on demand the costs  incurred by Landlord  for (a)
extra cleaning work in the Demised  Premises  required  because of (i) misuse or
neglect on the part of Tenant or its employees or visitors, (ii) use of portions
of the Demised  Premises  for  preparation,  serving or  consumption  of food or
beverages,  data  processing  or  reproducing  operations in excess of customary
office  operations,  private  lavatories  or toilets or other  special  purposes
requiring  greater or more  difficult  cleaning  work than office  areas,  (iii)
unusual  quantity  of  interior  glass  surfaces,   (iv)  non-building  standard
materials or finishes  installed  by Tenant or at its request,  (b) removal from
the Demised  Premises  and the  Building of so much of any refuse and rubbish of
Tenant as shall  exceed  that  ordinarily  accumulated  daily in the  routine of
business  office  occupancy,  and (c) cleaning  services  used by Tenant on days
other than Business Days. Landlord,  its cleaning contractor and their employees
shall have After Hours  access to the Demised  Premises and the use (at Tenant's
expense)  of light,  power  and  water in the  Demised  Premises  as  reasonably
required for the purpose of cleaning  the Demised  Premises in  accordance  with
Landlord's obligations hereunder.

        18.3 Landlord, at its expense, shall furnish adequate hot and cold water
to the floors on which the Demised Premises are located, for drinking,  lavatory
and cleaning purposes.  If Tenant uses water for any other purpose Landlord,  at
Tenant's  expense,  may install meters to measure Tenant's  consumption of water
and/or steam,  as the case may be. Tenant shall pay for the  quantities of water
and/or steam shown on such meters, at Landlord's cost thereof,  on the rendition
of Landlord's bills therefor.

        18.4  Landlord  reserves  the right,  without any  liability  to Tenant,
except as otherwise  expressly provided in this Lease, to stop service of any of
the heating, ventilating, air-conditioning,  electric, sanitary, steam, elevator
or other Building  systems serving the Demised  Premises or the rendition of any
of the other services required of Landlord under this Lease, whenever and for so
long as may be  reasonably  necessary,  by  reason  of  accidents,  emergencies,
strikes or the making of repairs or changes  which  Landlord is required by this
Lease  or by law to  make  or in  good  faith  deems  necessary,  by  reason  of
difficulty in securing proper supplies of fuel, steam, water, electricity, labor
or  supplies,  or by  governmental  restriction  or by reason of any other cause
beyond  Landlord's  reasonable  control  including  those events  enumerated  in
Section 16.7 as not being within Landlord's control.

                                          ARTICLE 19

                                      Access, Changes in
                                  Building Facilities, Name

        19.1  Except for the inside  surfaces  of all walls,  windows  and doors
bounding the Demised Premises, all of the Building,  including exterior Building
walls,  core  corridor  walls  and  doors and any core  corridor  entrance,  any
terraces or roofs adjacent to the Demised Premises, and any space in or adjacent
to the Demised Premises,  used for shafts,  stacks, pipes,  conduits, fan rooms,
ducts, electric or other utilities,  sinks or other Building facilities, and the
use  thereof,  as well as access  thereto  through the Demised  Premises for the
purposes of  operation,  maintenance,  decoration  and repair,  are  reserved to
Landlord.

        19.2  Landlord  reserves  the right to make such  changes,  alterations,
additions,   improvements,  repairs  or  replacements  in  or  to  the  Building
(including the Demised Premises) and the fixtures and equipment thereof, as well
as in or to  the  street  entrances,  halls,  passages,  elevators,  escalators,
stairways and other parts thereof,  and to erect,  maintain and use pipes,  duct
and  conduits  in and through the  Demised  Premises,  all as Landlord  may deem
necessary  or  desirable;   provided,   however,   that  there  no  unreasonable
obstruction  of the means of  access to the  Demised  Premised  or  unreasonable
interference  with the use of the Demised  Premises.  Nothing  contained in this
Article 19 shall impose upon  Landlord any duty,  obligation  or liability  with
respect to making any repair,  replacement  or improvement or complying with any
law, order or requirement of any governmental or other authority, except only to
the extent otherwise specifically set forth in this Lease.

        19.3 Landlord  reserves the right to name the Building and to change the
name or  address of the  Building  at any time from time to tine.  Neither  this
Lease nor any use by Tenant  shall give Tenant any easement or other right in or
to the use,  if any, of any door or any  passage or any  concourse  or any place
connecting the Building with any subway or any other building;  or to any public
conveniences,  and the use of  such  doors,  passages,  concourses,  plazas  and
conveniences  may without notice to Tenants be regulated or  discontinued at any
time  by  Landlord.  If at a time  any  windows  of  the  Demised  Premises  are
temporarily  darkened  or  obstructed  incident  to or  by  reason  of  repairs,
replacement  maintenance and/or cleaning in, on, to or about the Building of any
part or parts thereof,  or are  temporarily  or  permanently  closed or rendered
inoperable,  Landlord  shall not be liable  for any damage  Tenant  may  sustain
thereby,  and Tenant  shall not be entitled  to and  compensation  therefor  nor
abatement  of rent  nor  shall  the same  release  Tenant  from its  obligations
hereunder nor constitute an eviction.

        19.4 There shall be no allowance  to Tenant for a  diminution  of rental
value and no  liability  on the part of  Landlord  by  reason of  inconvenience,
annoyance or injury to business  arising from Landlord,  Tenant or others making
any changes, alterations, additions, improvements, repairs or replacements in or
to any portion of the  Building or the Demised  Premises,  or in or to fixtures,
appurtenances or equipment  thereof,  and no liability upon Landlord for failure
of Landlord or others to make any changes, alterations, additions, improvements,
repairs or  replacements  in or to any  portion of the  Building  or the Demised
Premises, or in or to the fixtures,  appurtenances or equipment thereof,  unless
with respect to a failure by Landlord to make repairs, such failure is a default
by Landlord of its obligations under this Lease.

        19.5 Landlord or  Landlord's  agent shall have the right to enter and/or
pass  through the Demised  Premises or any part  thereof,  at  reasonable  times
during  reasonable hours (i) to examine the Demised Premises and to show them to
the fee owners,  lessors of superior leases,  holders of superior mortgages,  or
prospective  purchasers,  mortgagees  or lessees of the Building as an entirety,
and (ii) for the  purpose  of making  such  repairs  or  changes  or doing  such
repainting in or to the Demised Premises in or to the Building or its facilities
as may be provided  for this Lease or as it may be required to make by law or in
order repair and maintain the Building or its fixtures or facilities.  Landlord,
without  cost or charge to  Landlord  by  Tenant,  shall be  allowed to take all
materials  into and upon  the  Demised  Premise  that may be  required  for such
repairs,  changes,  repainting  and  maintenance,  without  liability  to Tenant
(except to the extent not  covered by the  insurance  that Tenant is required to
maintain  pursuant to this Lease, for damages to property or injuries to persons
caused by the negligence of Landlord,  its employees,  agents,  contractors  and
representatives).  Landlord  shall  also have the right to enter on and/or  pass
through the Demised Premises,  or any part thereof,  at such times as such entry
shall be required by circumstances  of emergency  affecting the Demised Premises
or the  Building.  Entry by Landlord to or through the Demised  Premises,  where
possible,  shall  be upon  prior  notice  to  Tenant,  oral or  written,  as the
circumstances  may  dictate,  except  in  emergencies.  During  any such  entry,
Landlord  shall not  unreasonably  obstruct  the means of access to the  Demised
Premise  or  unreasonably  interfere  with the use of the  Demised  Premises  by
Tenant.

        19.6  During the period of twelve (12)  months  prior to the  Expiration
Date Landlord may exhibit the Demised Premises prospective  tenants,  such entry
to be at reasonable times during normal business hours.

        19.7 For purposes of this Article 19, the term "Landlord"  shall include
lessors of leases and the holders  mortgages  to which this Lease is subject and
subordinate as provided in Article 7.

        19.8 Landlord acknowledges that Tenant has advised Landlord that some of
the business  records to be maintained by Tenant in the Demised  Premises may be
of a  confidential  nature or contain other  proprietary  information.  Landlord
agrees that Landlord,  its agents,  employees,  contractors and  representatives
shall use all reasonable  efforts to avoid a breach of  confidentiality  and the
disclosure  of any such  confidential  information.  Tenant  agrees to take such
precautions  as may be  necessary  or  appropriate  to prevent  the  inadvertent
disclosure and such  confidential or other information to Landlord or Landlord's
agents, employees, contractors or representatives. The foregoing shall not apply
to any information  which, at the time of its disclosure is or which  thereafter
becomes,  through no fault of Landlord, part of the public domain by publication
or  otherwise  or  information  which  might  have  been  acquired  directly  or
indirectly without violation of the foregoing provisions of this Lease, Landlord
agrees to  indemnify  and hold Tenant  harmless  from any cost,  expense,  loss,
liability or claims therefore  arising  directly from a breach by Landlord,  its
agents,  employees,   contractors  or  representatives  of  the  confidentiality
provisions  of this Section 19.8 due to  Landlord's  active gross  negligence or
wilful malfeasance,  provided,  however, that it is a condition precedent to the
effectiveness  of this  indemnification  that (i)  Tenant  shall have taken such
precautions  as may be  necessary  or  appropriate  to prevent  the  inadvertent
disclosure of any such  confidential  or proprietary  information to Landlord or
Landlord's agents, employees, contractors or representatives,  and (ii) Landlord
shall have  reasonably  prompt notice of any such claim,  loss,  cost or expense
asserted  against Tenant and the  opportunity  for Landlord to appear and defend
against such claims,  utilizing counsel of Landlord's choice.  Nothing contained
in this Section 19.8 shall or shall be deemed to require Landlord to provide any
service  to  the  Demised  Premises,  including,  without  limitation,  cleaning
services,  in a fashion which differs in any material respect from the provision
of such service to the other tenants in the Building.



                                          ARTICLE 20

     Notice of Accidents  20.1 Tenant  shall give notice to  Landlord,  promptly
     after Tenant  learns  thereof,  of (i) any accident in or about the Demised
     Premises for which Landlord might be liable,  (ii) all fires in the Demised
     Premises,  (iii)  all  damages  to or  defects  in  the  Demised  Premises,
     including the fixtures,  equipment and appurtenances thereof for the repair
     of which Landlord might be  responsible,  and (iv) all damage to or defects
     in any  parts of  appurtenances  or the  Building's  sanitary,  electrical,
     heating, ventilating, air-conditioning,  elevator and other systems located
     in or passing through the Demised Premises or any part thereof.

                                          ARTICLE 21

                              Non-Liability and Indemnification

        21.1  Neither  Landlord  nor any agent or employee of Landlord  shall be
liable to Tenant  for any  injury or damage to Tenant or to any other  person or
for any damage to, or loss (by theft or otherwise) of, any property of Tenant or
of any other person,  irrespective of the cause of such injury,  damage or loss,
unless caused by or due to the negligence of Landlord,  its agents or employees,
with or without contributory negligence on the part of Tenant.

        21.2 Tenant shall  indemnify,  save harmless and defend Landlord and its
agents  against and from (a) any and all claims (i) arising  from (x) the use or
occupancy of the Demised Premises,  or (y) any work or thing whatsoever done, or
any  condition  created  (other  than by  Landlord  for  Landlord's  or Tenant's
account)  in or about the  Demised  Premises  during  the term of this  Lease or
during the period of time, if any,  prior to the  Commencement  Date that Tenant
may have been given  access to the Demised  Premises,  or (ii)  arising from any
negligent  or  otherwise  wrongful  act  or  omission  of  Tenant  or any of its
subtenants  or its or  their  employees,  agents  or  contractors,  and  (b) all
reasonable  costs,  expenses and  liabilities  incurred in or in connection with
each such claim or action or proceeding  brought thereon.  In case any action or
proceeding be brought against Landlord by reason of any such claim, Tenant, upon
notice from Landlord, shall defend such action or proceeding.

        21.3 Except as otherwise  expressly  provided in this Lease,  this Lease
and the obligations of Tenant hereunder shall be in no way affected, impaired or
excused because Landlord is unable to fulfill, or is delayed in fulfilling,  any
of its  obligations  under this Lease by reason of strike,  other labor trouble,
governmental  pre-emption or priorities or other  controls in connection  with a
national or other  public  emergency  or  shortages  of fuel,  supplies or labor
resulting therefrom, or other like cause beyond Landlord's reasonable control.

                                          ARTICLE 22

                                    Destruction or Damage

        22.1 If the  Building  or the Demised  Premises  shall be  partially  or
totally  damaged or destroyed  by fire or other  cause,  then whether or not the
damage or  destruction  shall have resulted from the fault or neglect of Tenant,
or its  employees,  agents or  visitors  (and if this Lease  shall not have been
terminated as in this Article 22  hereinafter  provided),  Landlord shall repair
the damage and restore and rebuild the Building and/or the Demised Premises,  at
its  expense,  with  reasonable  dispatch  after  notice to it of the  damage or
destruction; provided, however, that Landlord shall not be required to repair or
replace any of Tenant's Property, including without limitation, Tenant's Initial
Alterations,  it being  understood and agreed that Landlord's  obligations  with
respect to the Demised  Premises  shall be to restore  the  Demised  Premises to
substantially the same condition as existed on the Commencement Date.


        22.2 If the Building or the Demised Premises shall be partially  damaged
or partially  destroyed by fire or other  cause,  the fixed rent and  additional
rent payable  hereunder shall be abated to the extent that the Demised  Premises
shall have been rendered  untenantable  and for the period from the date of such
damage or  destruction to the date which is thirty (30) days after the date that
the damage shall be substantially  repaired or restored. If the Demised Premises
or a major  part  thereof  shall be  totally  (which  shall be deemed to include
substantially  totally) damaged or destroyed or rendered completely (which shall
be deemed to include substantially  completely)  untenantable on account of fire
or other cause,  the rent fixed rent and additional rent abate as of the date of
the damage or  destruction  and until the date  which is thirty  (30) days after
Landlord shall have repaired,  restored and rebuilt the Building and the Demised
Premises,  provided,  however,  that  should  Tenant  reoccupy  a portion of the
Demised  Premises  during the period the Demised  Premises  are made  completely
untenantable,  fixed rent and additional rent allocable to such portion shall be
payable by Tenant from the date of such occupancy.

        22.3 If the Building or the Demised Premises shall be totally damaged or
destroyed  by fire or other  cause,  or if the  Building  shall be so damaged or
destroyed  by  fire  or  other  cause  as  to  require  a  reasonably  estimated
expenditure of more than forty (40%) percent of the full insurable  value of the
Building  immediately  prior to the casualty,  then in either such case Landlord
may  terminate  this Lease by giving  Tenant  notice to such  effect  within one
hundred eighty (180) days after the date of the casualty.  In case of any damage
or destruction  mentioned in this Article 22, Tenant may terminate this Lease by
notice to  Landlord,  if Landlord has not  completed  the making of the required
repairs and restored and rebuilt the  Building and the Demised  Premises  within
eighteen (18) months from the date of such damage or destruction, or within such
period  after  such date  (not  exceeding  six (6)  months)  as shall  equal the
aggregate  period  Landlord may have been delayed in doing so by  adjustment  of
insurance, labor trouble,  governmental controls, act of God, or any other cause
beyond  Landlord's  reasonable  control and such termination  shall be effective
upon the  expiration of thirty (30) days after the date of such notice.  Without
limiting the  generality  of the  foregoing,  if,  during the last eighteen (18)
months of the term of this Lease, fifty percent (50%) or more of the area of the
Demised  Premises is damaged or  destroyed  by fire or other  casualty  and are,
thus, rendered unusable and untenantable by Tenant,  Tenant shall have the right
to terminate this Lease by giving  Landlord  notice to such affect within twenty
(20) days  after  the date of the fire or other  casualty.  If Tenant  elects to
terminate this Lease as aforesaid,  this Lease shall terminate on the date which
is thirty (30) days after the date of the fire of other casualty as if such date
were the Expiration  Date herein  originally  fixed.  In such event,  and in any
other event under this Article 22 wherein Tenant has the right to terminate this
Lease due to a fire or other casualty,  as a condition to the  effectiveness  of
Tenant's  termination  notice and to the termination of this Lease in accordance
therewith,  Tenant  shall,  and hereby  agrees  to,  assign to  Landlord  all of
Tenant's right, title and interest in and to all insurance proceeds with respect
to Tenant's Initial Alterations and Landlord shall have the sole right to adjust
any loss in connection therewith.

        22.4 No damages,  compensation or claim shall by payable by Landlord for
inconvenience,  loss of  business  or  annoyance  arising  from  any  repair  or
restoration of any portion of the Demised  Premises or of the Building  pursuant
to this Article 22. Landlord shall use its best efforts to effect such repair or
restoration  promptly and in such manner as not  unreasonably  to interfere with
Tenant's use and occupancy.

        22.5 Notwithstanding any of the foregoing provisions of this Article 22,
if Landlord or the lessor of any  superior  lease or the holder of any  superior
mortgage  shall be unable to collect all of the  insurance  proceeds  (including
rent  insurance  proceeds)  applicable to damage or  destruction  to the Demised
Premises or the Building by fire or other cause,  by reason of Tenant's  willful
acts or  omissions  some  action or inaction on the part of Tenant or any of its
employees, agents or contractors,  then, without prejudice to any other remedies
which may be available  against Tenant,  there shall be no abatement of Tenant's
fixed rent and  additional  rent until the total amount of such rents not abated
which  would  otherwise  have been  abated  equals  the  amount  of  uncollected
insurance  proceeds.  The provisions of this 22.5 shall not, in any way, obviate
or adversely affect Landlord's  obligation under Section 11.2 of this Lease with
respect to obtaining a waiver of  subrogation  of permission for waiver of claim
in Landlord's fire and casualty insurance policies.

        22.6 Landlord will not carry separate  insurance of any kind on Tenant's
Property  and Landlord  shall not be  obligated to repair any damage  thereto or
replace the same.

        22.7 In the event of the  termination  of this Lease  pursuant to any of
the  provisions  of this  Article 22, this Lease and the term and estate  hereby
granted shall expire as of the date of such  termination with the same effect as
if that were the Expiration Date, and the fixed rent and additional rent payable
hereunder shall be apportioned as of such date.

        22.8 The  provisions  of this Article 22 shall be  considered an express
agreement governing any case of damage or destruction of the Demised Premises by
fire or other casualty, and Section 227 of the Real Property Law of the State of
New York,  providing for a contingency  in the absence of an express  agreement,
and any other law of like  import,  now or  hereafter  in force,  shall  have no
application to the Demised Premises and this Lease.

                                          ARTICLE 23

                                         Condemnation
        23.1 In the  event  that the  whole  of the  Demised  Premises  shall be
lawfully condemned or taken in any manner for any public use, this Lease and the
term and estate  hereby  granted shall  forthwith  cease and terminate as of the
date of vesting of title. In the event that only a part of the Demised  Premises
shall be so  condemned  or taken,  then,  effective as of the date of vesting of
title,  the fixed rent and additional  rents under Article 5 hereunder  shall be
abated  in an  amount  proportionate  to the  area of the  Demised  Premises  so
condemned or taken.  In the event that only a part of the  Building  shall be so
condemned or taken,  then (a) Landlord  (whether or not the Demised  Premises be
affected)  may,  at  Landlord's  option,  terminate  this Lease and the term and
estate  hereby  granted  as of the date of such  vesting  of title by  notifying
Tenant in writing of such termination  within sixty (60) days following the date
on which Landlord shall have received notice of vesting of title, or (b) if such
condemnation or taking shall be of a substantial part of the Demised Premises or
of a substantial  part, of the means of access thereto,  Tenant may, at Tenant's
option,  by delivery of notice in writing to  Landlord  within  thirty (30) days
following  the date on which  Tenant  shall have  received  notice of vesting of
title,  terminate  this Lease and the term and estate  hereby  granted as of the
date of  vesting  of title,  or (c) if neither  Landlord  nor  Tenant  elects to
terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by
such  condemnation  or taking,  except that the fixed rent and additional  rents
payable  under  Article  5  payable  hereunder  shall be  abated  to the  extent
hereinbefore  provided in this  Article 23. In the event that only a part of the
Demised  Premises shall be so condemned or taken and this Lease and the term and
estate  hereby  grant with  respect  to the  remaining  portion  of the  Demised
Premises are not  terminated  as  hereinbefore  provided,  Landlord  will,  with
reasonable  diligence and at its expense,  restore the remaining  portion of the
Demised  Premises as nearly as  practicable  to the same  condition as it was in
prior to such condemnation or taking.

        23.2 In the event of its  termination in any of the events  hereinbefore
provided,  this Lease and the term and estate hereby  granted shall expire as of
the date of such termination with the same effect as if that were the Expiration
Date,  and the  fixed  rent  and  additional  rent  payable  hereunder  shall be
apportioned as of such date.

        23.3 In the event of any condemnation or taking  hereinbefore  mentioned
of all or a part of the  Building,  Landlord  shall be  entitled  to receive the
entire award in the  condemnation  proceeding,  including any award made for the
value of the estate vested by this Lease in Tenant,  and Tenant hereby expressly
assigns to  Landlord  any and all  right,  title and  interest  of Tenant now or
hereafter arising in or to any such award or any part thereof,  and Tenant shall
be entitled to receive no part of such award.

        23.4 It is expressly  understood  and agreed that the provisions of this
Article  23  shall  not  be  applicable  to  any   condemnation  or  taking  for
governmental  occupancy for a limited period, If the temporary use of all or any
part of the Demised  Premises shall be taken at any time during the term of this
Lease for any public or  quasi-public  purpose by any lawful power or authority,
by the exercise of the right of condemnation or eminent domain,  or by agreement
between  Tenant and those  authorized  to exercise  such right,  the term of the
Lease shall not be affected in any way and Tenant shall  continue to pay in full
the fixed rent and additional  rent herein  provided to be paid by Tenant,  and,
subject to the other  provisions  of this  Article 23 and except as  hereinafter
provided, Tenant shall be entitled to receive any award or payment for such use.
If such  taking is for a period  extending  beyond the term of this Lease and if
any  award or  payment  made for such use is made in a lump sum,  such  award or
payment shall be  apportioned  between  Landlord and Tenant as of the Expiration
Date.  If such  taking  results in changes or  alterations  in or to the Demised
Premises which would necessitate an expenditure,  after repossession, to restore
the Demised  Premises to its former condition and such award or payment includes
an amount (whether or not specified) to compensate for such expenditure,  and if
possession  of  the  Demised  Premises  shall  revert  to  Tenant  prior  to the
expiration of the term,  Tenant shall  restore the Demised  Premises at Tenant's
own cost,  and in all  respects  indemnify  Landlord  against and save  Landlord
harmless from matters  resulting from such taking,  and the portion,  if any, of
the award or payment to compensate for such expenditure  shall be made available
by  Landlord  for the  purpose  of  paying  the cost of such  restoration  to be
performed by Tenant.  If  possession  of the  Premises  shall revert to Landlord
after expiration of the term of this Lease,  such portion of said award shall be
paid and shall belong solely to Landlord.

        23.5 In the event any part of the  Demised  Premises  be taken to effect
compliance  with any law or  requirement of public  authority  other than in the
manner  hereinabove  provided in this Article 23, then (i) if such compliance is
the  obligation of Tenant under this Lease,  Tenant shall not be entitled to any
diminution or abatement of rent or other  compensation  from Landlord  therefor,
but (ii) if such compliance is the obligation of Landlord under this Lease,  the
fixed rent hereunder shall be reduced and additional rents under Article 5 shall
be adjusted in the same manner as is provided in Section  23.1  according to the
reduction in rentable area of the Demised  Premises  resulting from such taking,
provided,  however,  that if such taking is of a substantial part of the Demised
Premises or of a substantial part of the means of access thereto, Tenant may, at
Tenant's option terminate this Lease in the manner, and following the procedures
as set forth in Section 23.1.

                                          ARTICLE 24

                                          Surrender

        24.1 On the  Expiration  Date, or upon any earlier  termination  of this
Lease, or upon any re-entry by Landlord upon the Demised Premises,  Tenant shall
quit and surrender the Demised Premises to Landlord in good order, condition and
repair,  except for  ordinary  wear and tear and such damage or  destruction  as
Landlord  is required to repair or restore  under this Lease,  and Tenant  shall
remove all of Tenant's Property therefrom except as otherwise expressly provided
in this Lease.

        24.2 Tenant agrees it shall indemnify and save Landlord harmless against
all  costs,  claims,  loss or  liability  resulting  from  delay by  Tenant  i-n
surrendering the Demised Premises,  including,  without  limitation,  any claims
made by any succeeding  tenant founded on such delay. The parties  recognize and
agree that the damage to Landlord resulting from any failure by Tenant timely to
surrender the Demised  Premises will be  substantial,  will exceed the amount of
monthly rent theretofore  payable hereunder,  and will be impossible of accurate
measurement.  Tenant therefore agrees that if possession of the Demised Premises
is not  surrendered  to  Landlord  within  two (2)  days  after  the date of the
expiration or sooner termination of the term of this Lease, then Tenant will pay
Landlord as liquidated  damages for each month and for each portion of any month
during which  Tenant  holds over in the Demised  Premises  after  expiration  or
termination  of the term of this Lease, a sum equal to two (2) times the average
rent and additional rent which was payable per month under this Lease during the
last six months of the term hereof. The aforesaid  obligations shall survive the
expiration or sooner termination of the term of this Lease.


                                          ARTICLE 25

                                   Conditions of Limitation

        25.1 This Lease and the term and estate  hereby  granted  are subject to
the limitation  that whenever Tenant shall make an assignment of the property of
Tenant for the benefit of creditors,  or shall file a voluntary  petition  under
any bankruptcy or insolvency law or any involuntary  petition alleging an act of
bankruptcy or insolvency  shall be filed against  Tenant under any bankruptcy or
insolvency law, or whenever a petition shall be filed by or against Tenant under
the reorganization  provisions of any law of like import, or whenever a petition
shall be filed by Tenant under the  arrangement  provisions of the United States
Bankruptcy Act or under the provisions of any law of like import,  or whenever a
permanent  receiver  of  Tenant  of or for  the  property  of  Tenant  shall  be
appointed,  then,  Landlord  may, (a) at any time after receipt of notice of the
occurrence  of  any  such  event,  or (b)  if  such  event  occurs  without  the
acquiescence  of Tenant,  at any time after the event  continues for thirty (30)
days,  give  Tenant a notice of  intention  to end the term of this Lease at the
expiration  of ten  (10)  days  from  the  date of  service  of such  notice  of
intention,  and upon the  expiration  of said ten (10) day period this Lease and
the term and estate hereby  granted,  whether or not the term shall  theretofore
have  commenced,  shall  terminate  with the same effect as if that day were the
Expiration  Date,  but Tenant  shall  remain  liable for  damages as provided in
Article 27.

        25.2 This Lease and the term and estate  hereby  granted  are subject to
further limitation as follows:

               (a)  whenever   Tenant  shall  default  in  the  payment  of  any
installment of fixed rent, or in the payment of any additional rent or any other
charge payable by Tenant to Landlord, on any day upon which the same ought to be
paid,  and such default shall  continue for five (5) days after  Landlord  shall
have given Tenant notice specifying such default, or

               (b)  whenever  Tenant  shall fail to perform  and observe the non
monetary  obligations  contained  in this Lease on Tenant's  part to perform and
observe,  and if such default shall continue and shall not be remedied by Tenant
within  fifteen  (15) days  after  Landlord  shall have given to Tenant a notice
specifying  the  same,  or,  in the  case of a  default  which  cannot  with due
diligence be cured within a period of fifteen (15) days and the  continuance  of
which for the period required for cure will not subject  Landlord to the risk of
criminal  liability  (as more  particularly  described  in Article 10 hereof) or
termination of any superior lease or  foreclosure of any superior  mortgage,  if
Tenant shall not, (i) within said  fifteen  (15) day period  advise  Landlord of
Tenant's  intention  to duly  institute  such  steps  necessary  to remedy  such
situation,  (ii)  duly  institute  within  said  fifteen  (15) day  period,  and
thereafter  diligently  and  continuously  prosecute  to  completion  all  steps
necessary to remedy the same and (iii)  complete such remedy within a reasonable
period of time after the date of the giving of said notice of Landlord, or

               (c) whenever any event shall occur or any contingency shall arise
whereby this Lease or the estate hereby granted or the unexpired  balance of the
term hereof would, by operation of law or otherwise, devolve upon or pass to any
person, firm or corporation other than Tenant,  except as expressly permitted by
Article 36, or


               (d) whenever Tenant shall vacate and abandon the Demised Premises
(unless as a result of a casualty) with the intention not to return thereto, or

               (e) whenever  Tenant shall default in the due keeping,  observing
or performance of any covenant,  agreement,  provision or condition of Article 2
hereof on the part of  Tenant  to be kept,  observed  or  performed  and if such
default shall  continue and shall not be remedied by Tenant  within  seventy-two
(72) hours after  Landlord  shall have given to Tenant a notice  specifying  the
same,

then in any of said  cases  set  forth  in the  foregoing  Subsections  (a),(b),
(c),(d) and (e)  Landlord  may give to Tenant a notice of  intention  to end the
term of this  Lease at the  expiration  of three  (3) days  from the date of the
service of such notice of intention,  and upon the  expiration of said three (3)
days this Lease and the term and estate hereby granted, shall terminate with the
same effect as if that day were the  Expiration  Date,  but Tenant  shall remain
liable for damages as provided in Article 27.


        25.3 If an order for relief is entered in any case which is commenced by
or against  Tenant  under the  present or any future  federal  bankruptcy  code,
Landlord  shall be entitled to invoke any and all rights and remedies  available
to it under such bankruptcy code or this Lease,  including,  without limitation,
such rights and remedies as may be necessary  to protect  adequately  Landlord's
right, title and interest in and to the Demised Premises or any part thereof.

                                          ARTICLE 26

     Re-Entry by  Landlord  26.1 If Tenant  shall  default in the payment of any
     installment  of fixed rent,  or of any  additional  rent,  on any date upon
     which the same ought to be paid,  and if such  default  shall  continue for
     five (5) days after Landlord shall have given to Tenant a notice specifying
     such default,  or if this Lease shall expire or be terminated as in Article
     25 provided, Landlord or Landlord's agents and employees may immediately or
     at any time thereafter re-enter the Demised Premises,  or any part thereof,
     by summary  dispossess  proceedings or by any suitable action or proceeding
     at law (but, absent a Court order, not by force), to the end that, Landlord
     may have,  hold and enjoy the  Demised  Premises  again as and of its first
     estate and interest  therein.  The word  re-enter,  as herein used,  is not
     restricted to its technical legal meaning.  In the event of any termination
     of this  Lease  under the  provision  of Article  25 or if  Landlord  shall
     re-enter the Demised Premises under the provisions of this Article 26 or in
     the event of the termination of this Lease, or of re-entry, by or under any
     summary  dispossess or other  proceedings or action or any provision of law
     by  reason  of  default  hereunder  on the  part of  Tenant,  Tenant  shall
     thereupon  pay to Landlord  the fixed rent and  additional  rent payable by
     Tenant to Landlord up to the time of such  termination of this Lease, or of
     such  recovery of possession  of the Demised  Premises by Landlord,  as the
     case may be, and shall also pay to Landlord

        26.2 In the event of a breach or  threatened  breach by Tenant of any of
its  obligations  under  this  Lease,  Landlord  shall  also  have the  right of
injunction.  The special  remedies to which  Landlord may resort  hereunder  are
cumulative  and are not intended to be exclusive of any other  remedies or means
of redress to which  Landlord  may lawfully be entitled at any time and Landlord
may invoke any remedy  allowed at law or in equity as of specific  remedies were
not provided for herein.

        26.3 If this Lease shall  terminate  under the provisions of Article 25,
or if Landlord shall re-enter the Demised  Premises under the provisions of this
Article 26, or in the event of the termination of this Lease, or of re-entry, by
or under any summary  dispossess or other  proceeding or action or any provision
of law by reason of default  hereunder on the part of Tenant,  Landlord shall be
entitled to retain all monies,  if any,  paid by Tenant to Landlord,  whether as
advance  rent,  security  or  otherwise,  but such  monies  shall be credited by
Landlord  against any fixed rent or additional  rent due from Tenant at the time
of such  termination or re-entry or, at Landlord's  option,  against any damages
payable by Tenant under Article 27 or pursuant to law.

                                          ARTICLE 27
                                           Damages

        27.1 If this Lease is terminated under the provisions  Article 25, or if
Landlord shall re-enter the Demised Premises under the provisions of Article 26,
or in the event of the  termination of this Lease,  or of re-entry,  by or under
any summary dispossess or other proceeding or action or any provisions of law by
reason of default hereunder on the part of Tenant,  Tenant shall pay to Landlord
as damages, at the election of Landlord, either:

               (a) a sum which at the time of such  termination this Lease or at
the time of any such  re-entry  by  Landlord,  as the case may be re resents the
then value of the excess, of

     (i) the aggregate of the fixed rent and additional  rent payable  hereunder
     which  would  have been  payable  by  Tenant  (conclusively  presuming  the
     additional  rent  to be  same  as was  payable  for  the  year  immediately
     preceding such  termination)  for the period  commencing  with such earlier
     termination of this Lease or the date of any such re-entry, as the case may
     be, and ending with the Expiration Date, had this Lease no so terminated or
     had Landlord not so re-entered the Demised Premises, over


     (ii) the  aggregate  rental  value  of the  Demised  Premises  for the same
     period, or

               (b) sums  equal to the  fixed  rent and the  additional  rent (as
above  presumed)  payable  hereunder which would have been payable by Tenant had
this Lease not so  terminated,  or had  Landlord not so  re-entered  the Demised
Premises,  payable upon the due date therefor  specified  herein  following such
termination or such re-entry and until the Expiration Date,  provided,  however,
that if Landlord shall re-let the Demised Premises during said period,  Landlord
shall  credit  Tenant  with  the  net  rents  received  by  Landlord  from  such
re-letting,  which  shall be equal to the  loss  rents as and when  received  by
Landlord from such re-letting, less the expenses incurred or paid by Landlord in
terminating  this Lease or in re-entering  the Demised  Premises and in securing
possession  thereof,  as well as the expenses of re-letting,  including altering
and preparing the Demised Premises for new tenants,  brokers'  commissions,  and
all other  expenses  properly  chargeable  against the Demised  Premises and the
rental  thereof.  Any such re-letting may be for a period shorter or longer than
the  remaining  term of this Lease;  but in no event shall Tenant be entitled to
receive any excess of such net rents over the sums payable by Tenant to Landlord
hereunder, or shall Tenant be entitled in any suit for the collection of damages
pursuant to this Subsection 27.1(b) to a credit in respect of any net rents from
a re-letting,  except to the extent that such net rents are actually received by
Landlord.  If the  Demised  Premises  or any part  thereof  should  be re-let in
combination  with other space,  the rent received from such  re-letting  and the
expenses of  re-letting  shall be  apportioned  on a square  foot basis.  If the
Demised  Premises or any part  thereof be re-let by Landlord  for the  unexpired
portion of the term of this Lease, or any part thereof,  before  presentation of
proof of such damages to any court,  commission or tribunal,  the amount of rent
reserved upon such  re-letting  shall,  prima facie,  be the fair and reasonable
rental value for the Demised  Premises,  or part  thereof,  so re-let during the
term of the re-letting.

        27.2 Suit or suits for the recovery of such  damages,  any  installments
thereof,  may be  brought by  Landlord  from time to time at its  election,  and
nothing  contained  herein shall be deemed to require  Landlord to postpone suit
until the date when the term of this Lease would have expired if it had not been
terminated under the provisions of Article 25, or under any provision of law, or
had Landlord not re-entered the Demised Premises, Nothing herein contained shall
be construed to limit or preclude  recovery by Landlord  against  Tenant for any
sums of damages to which,  in  addition  to the  damages  particularly  provided
above,  Landlord may lawfully be entitled by reason of any default  hereunder on
the part of tenant.  Nothing  herein  contained  shall be  construed to limit or
prejudice the right of the  termination of this Lease or re-entry of the Demised
Premises  for the  default of Tenant  under this Lease,  an amount  equal to the
maximum  allowed by any  statute or rule of law in effect at the time when,  and
governing the  proceedings in which such damages are to be proved whether or not
such  amount be greater,  equal to, or less than any of the sums  referred to in
Section 27.1.

                                          ARTICLE 28

                                           Waivers

        28.1 Tenant  does hereby  waive and  surrender  all right and  privilege
which  Tenant  might have under or by reason of present or future law, to redeem
the  Demised  Premises  or to a  continuance  of this Lease for the term  hereby
demised after being dispossessed or ejected therefrom by process of law or under
the  terms of this  Lease or  after  the  termination  of this  Lease as  herein
provided.

        28.2 In the event that  Tenant is in arrears in payment of fixed rent or
additional  rent  hereunder,  Tenant waives Tenant's right, if any, to designate
the items  against  which any payments  made by Tenant are to be  credited,  and
Tenant  agrees that  Landlord may apply any payments made by Tenant to any items
it sees fit,  irrespective of and  notwithstanding any designation or request by
Tenant as to the items against which any such payments shall be credited.

        28.3  Landlord  and Tenant  hereby  waive  trial by jury in any  action,
proceeding  or  counterclaim  brought by either  against the other or any matter
whatsoever  arising  out  of or in  any  way  connected  with  this  Lease,  the
relationship  of landlord  and tenant,  Tenant's use or occupancy of the Demised
Premises  including  any claim of injury or damage,  or any  emergency  or other
statutory remedy with respect thereto,  Tenant also waives the provisions of any
law  relating to notice  and/or  delay __ of execution in case of an eviction or
dispossess,  and of any other law of like import now or hereafter in effect.  If
Landlord  commences any summary  proceeding,  Tenant agrees that Tenant will not
interpose  any  counterclaim  of  whatever  nature  or  description  in any such
proceeding, except for mandatory counterclaims.

        28.4 The  provisions  of Article 17 and 18 shall be  considered  express
agreements governing the services to be furnished by Landlord, and Tenant agrees
that any laws and/or  requirements  of public  authorities,  now or hereafter in
force,  shall  have  no  application  in  connection  with  any  enlargement  of
Landlord's obligations with respect to such services.

                                          ARTICLE 29

                              No Other Waivers or Modifications

        29.1 The  failure  of either  party to insist in any one more  instances
upon the strict performance of any one or more of the obligations of this Lease,
or to exercise any election here  contained,  shall not be construed as a waiver
or  relinquishment  for  the  future  of the  performance  of  such  one or more
obligations  of this Lease or of the right to exercise  such  election,  but the
same shall  continue  and remain in full  force and effect  with  respect to any
subsequent  breach,  act or omission.  No  executory  agreement  hereafter  made
between  Landlord and Tenant shall be made between  Landlord and Tenant shall be
effective to change, modify, waive, release,  discharge,  terminate or effect an
abandonment of this Lease, in whole or in part, unless such executory  agreement
is in writing, refers expressly to this Lease and is signed by the party against
whom  enforcement of the change,  modification,  waiver,  release,  discharge or
termination or effectuation of the abandonment is sought.

        29.2 The following specific provisions of this Section 29.2 shall not be
deemed to limit the generality of Section 29.1;

               (a) No  agreement to accept a surrender of all or any part of the
Demised  Premises shall be valid unless in writing and signed by Landlord unless
same is  pursuant  to a final  non-appealable  Court order that does not require
Landlord's  signature,  The  delivery  of keys to an employee of Landlord or its
agents  shall not operate as a  termination  of this Lease or  surrender  of the
Demised  Premises.  If Tenant shall at any time  request  Landlord to sublet the
Demised  Premises for Tenant's  account,  Landlord or its agent is authorized to
receive said keys for such  purposes  without  releasing  Tenant from any of its
obligations under this Lease.

                                          ARTICLE 35

                                  No other Representations,
                      Construction, Governing Law, Inability To Perform

        35.1 Tenant  expressly  acknowledges  and agrees that  Landlords has not
made and is not making,  and Tenant,  in executing and delivering this Lease, is
not relying  upon,  any  warranties,  representations,  promises or  statements,
except to the extent that the same are  expressly  set forth in this Lease or in
any other written  agreement which may be made between the parties  concurrently
with the execution and delivery of this Lease and shall  expressly refer to this
Lease.  This  Lease  and  said  other  written  agreement(s)  made  concurrently
herewith,  if any, are hereinafter  referred to as the "Lease Documents".  it is
understood  and agreed that all  understandings  and  agreements  heretofore had
between  the parties  are merged in the Lease  Documents,  which alone fully and
completely express their agreement and that the same are entered into after full
investigation,  neither party relying upon any statement nor representation made
by the other and not embodied in the Lease Documents.

        35.2 If any of the provisions of this Lease, or the application  thereof
to  any  person  or   circumstances,   shall,  to  any  extent,  be  invalid  or
unenforceable, the remainder of this Lease, or the application of said provision
or provisions to persons of  circumstances  other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby, and, subject
to the foregoing,  every  provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.

        35.3 This Lease  shall be  governed  in all  respects by the laws of the
State of New York. Any legal action or proceeding with respect to this Lease, or
any of the transactions  contemplated hereby shall be brought only in the Courts
of the State of New York located in the County of New York.

        35.4 Except as otherwise specifically set forth in the Lease, this Lease
and the obligation of Tenant to pay fixed rent and additional rent hereunder and
perform  all of the other  covenants  and  agreements  hereunder  on the part of
Tenant to be performed shall in no-way be affected,  impaired or excused because
Landlord  is unable to  fulfill  any of its  obligations  under this Lease or to
supply or is delayed in  supplying  any service  expressly  or  impliedly  to be
supplied  or is unable to make or is delayed in making  any  repair,  additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment  or  fixtures if Landlord  is  prevented  or delayed  from so doing by
reason of strike or labor troubles or any outside cause whatsoever including but
not limited to, governmental  preemption in connection with a national emergency
or by reason of any rule,  order or regulation of any  department or subdivision
thereof of any  government  agency or by reason of the  conditions of supply and
demand  which have been or are  affected by war or other;  and those  events set
forth in Section 16.7 as being not withing Landlord's control.

                                          ARTICLE 36

                           Assignment, Mortgaging, Subletting, Etc.

        36.1 Tenant  expressly  covenants and agrees that it shall not, and does
not have the right or power to, assign, mortgage, pledge, encumber,  hypothecate
or otherwise  transfer this Lease or any interest of Tenant  herein,  nor sublet
all or any part of the Demised Premises or suffer or permit the Demised Premises
or any part  thereof to be used or occupied by others  (whether  for desk space,
mailing privileges or otherwise),  without the prior written consent of Landlord
in each instance.

        36.2 If Tenant  shall at any time or times during the term of this Lease
desire to assign this Lease or sublet all or any part of the  Demised  Premises,
Tenant  shall give notice  thereof to Landlord  which  notice shall be deemed an
offer  from  Tenant  to  Landlord  whereby  Landlord  shall  have the  option to
terminate this Lease (as to a sublease of less than all or substantially  all of
the  Demised  Premises,  to  terminate  this Lease only as to the portion of the
Demised  Premises which Tenant desires to sublet).  Said option may be exercised
by Landlord by notice to Tenant at any time  within  forty-five  (45) days after
the  aforesaid  notice has been  given by Tenant to  Landlord  and  during  such
forty-five  (45) day period  Tenant  shall not assign this Lease nor sublet such
space to any person.  If Landlord  exercises its option to terminate this Lease,
this  Lease  shall end and  expire on the date set forth in  Landlord's  notice,
which date (the "Surrender Date") shall be the last day of the calendar month in
which  occurs the date which is one hundred  twenty (120) days after the date of
Landlord's  notice,  and the fixed rent and a coitional rent hereunder  shall be
paid and apportioned to such date,

        36.3 If Landlord  exercises its option to terminate  this Lease pursuant
to Section  36.2,  Landlord  shall be free to, and shall  have no  liability  to
Tenant if Landlord  should,  lease the Demised Premises (or any part thereof) to
Tenant's  prospective  assignee or subtenant.  In the event of such surrender by
Tenant  of a  portion  of  the  Demised  Premises,  effective  as  of  the  date
immediately following the Surrender Date, the fixed rent payable by Tenant under
this Lease shall be reduced by an amount equal to that portion of the fixed rent
payable under this Lease which is allocable to the space so surrendered  and the
additional rent payable by Tenant under this Lease shall be equitably  adjusted,
If the entire Demised Premises be so surrendered by Tenant,  this Lease shall be
canceled and  terminated as of the Surrender Date with the same force and effect
as if the Surrender  Date were the date herein  specified for the  expiration of
the full term of Lease, In the event of such surrender by Tenant of a portion of
the Demised  Premises,  any changes,  improvements  and alterations to the space
constituting  the Demised Premises after the Surrender Date (i.e., the space not
so  surrendered by Tenant) or any part thereof  (including,  but not limited to,
the erection of a demising wall to separate the space  constituting  the Demised
Premises after the Surrender Date from the space so surrendered)  made necessary
or desirable by reason of such  surrender  shall be made by Landlord at Tenant's
expense.  Tenant  covenants and agrees that,  in the event of such  surrender by
Tenant of a portion of the Demised Premises,  Tenant, at Tenant's expense, shall
and will at all times provide and permit reasonably appropriate means of ingress
to and egress from such portion of the Demised  Premises so surrendered,  permit
the occupant or occupants of such portion the use of the core facilities on said
floor, and permit on said floor  reasonably  appropriate  directional  signs for
each occupant or occupants and  appropriate  designations  in the passenger cabs
serving said floor.

        In the event of any such  surrender by Tenant the Demised  Premises or a
portion  thereof,  Landlord and Tenant  shall,  at the request of either  party,
execute and deliver an agreement in recordable  form to the effect  hereinbefore
stated.

        36.4 In the event  Landlord  does not  exercise or timely  exercise  the
option  referred  to  in  Section  36.2  hereof,   Landlord   covenants  not  to
unreasonably  withhold  or delay its  consent  to such  proposed  assignment  or
subletting by Tenant of such space to the proposed assignee or subtenant on said
covenants,  agreements, terms, provisions and conditions set forth in the notice
to Landlord referred to in Section 36.2, provided,  however, that Landlord shall
not in any event be  obligated  to consent to any such  proposed  assignment  or
subletting unless all of the following conditions are satisfied:

               (a) the  proposed  assignee  or  subtenant  is (i) of a financial
standing and (ii) engaged in a business reasonably satisfactory to Landlord, and
the  premises  will be used in a  manner  which  is in  keeping  with  the  then
standards of the Building and the proposed  assignment  or  subletting  does not
violate  any  negative  covenants  as to use  contained  in any other lease made
between Landlord and other tenant(s) of the Building;

               (b) the proposed assignee or subtenant is a reasonably reputable
 party;
               (c)    the proposed  assignee or  subtenant is not then a tenant,
subtenant or othhrwise  an occupant of any part of The  Chrysler or Building or
Building or a corporation  or other entity  which  controls or is  controlled
by such tenant, subtenant or occupant or is under common control with such 
tenant,  subtenant or occupant;

               (d) that the  assignment or subletting  shall not have the effect
(or give the utility  company  serving the Building  with  electricity  cause to
claim) that Landlord may not service the Demised Premises,  or any part thereof,
or any other  rentable  portion  of the  Building  with  electricity  on a "rent
inclusion" basis;

               (e) there  shall be no default by Tenant  under any of the terms,
covenants and  conditions of this Lease at the time that  Landlord's  consent to
any such  assignment or subletting is requested and on the effective date of the
assignment or the proposed sublease;

               (f)  the  proposed  assignee  or  subtenant  shall  not  be (i) a
government or any  subdivision  or agency  thereof,  or (ii) a school,  college,
university  or  educational  institution  of any  type,  whether  for  profit or
nonprofit or (iii) an employment or recruitment agency;

               (g) Tenant shall reimburse  Landlord for any reasonable  expenses
that may be incurred by Landlord in connection  with the proposed  assignment or
sublease, including without limitation the reasonable costs of investigating the
acceptability of a proposed  assignee or subtenant and reasonable legal expenses
incurred  in  connection  with the  granting  of any  requested  consent  to the
assignment or sublease;

               (h) the proposed  assignment  shall be for a consideration or the
proposed  subletting  shall be at a rental  rate not less than the rental  rates
being charged under leases being entered into by Landlord for  comparable  space
in the Building and for a comparable term and in no event shall Tenant advertise
or list with brokers at any lower rental rate;

               (i) such proposed  subletting  will result in there being no more
than three (3) occupants per floor of the Demised Premises  including Tenant and
all subtenants, and

               (j) the  space to be  sublet  shall  be  regular  in  shape  with
appropriate  means of  ingress  and  egress  and  suitable  for  normal  renting
purposes.

        36.5 If Landlord  fails to exercise  its option  under  section 36.2 and
consents to a proposed  assignment  or sublease  and Tenant fails to execute and
deliver  the  assignment  or  sublease to which  Landlord  consented  within one
hundred twenty (120) days after the giving of such consent,  then,  Tenant shall
again comply with all of the  provisions  and  conditions of Section 36.2 before
assigning this Lease or subletting all or part of the Demised Premises.

        36.6 With respect to each and every sublease or subletting authorized by
Landlord or made  without the need for  Landlord's  consent  pursuant to Section
36.9,  under the  provisions  of this  Lease,  it is  further  agreed  that each
sublease  shall provide that it is subject and  subordinate to this Lease and to
the  matters  to which this  Lease is or shall be  subordinate,  and that in the
event of termination,  re-entry or  dispossession  by Landlord under this Lease,
Landlord may, at its option,  take over all of the right,  title and interest of
Tenant,  as  sublessor,  under  such  sublease,  and such  subtenant  shall,  at
Landlord's option,  attorn to Landlord pursuant to the then executory provisions
of such sublease,  except that Landlord shall not (a) be liable for any previous
act  or  omission  of  Tenant  under  such  sublease,  (b)  be  subject  to  any
counterclaim,  offset or defense, not expressly provided in such sublease, which
theretofore accrued to such subtenant against Tenant, (c) be responsible for any
monies  owing by or on  deposit  with  Tenant to the  credit  of such  subtenant
whether in the nature of  security  or  otherwise  unless and to the extent such
monies are delivered to Landlord,  or (d) be bound-by any previous  modification
of such  sublease  or by any  previous  prepayment  of more than one (1) month's
fixed  rent  and  additional  rent.  The  provisions  of this  Section  shall be
self-operative  and no further  instrument  shall be  required to give effect to
this provision.

        36.7 If the Landlord  shall give its consent to any  assignment  of this
Lease or to any sublease or if Tenant shall enter into any other  assignment  or
sublease permitted  hereunder,  Tenant shall in consideration  therefor,  pay to
Landlord, as additional rent:

               (a) in the case of an assignment, an amount equal to all sums and
other  considerations  paid to Tenant by the  assignee  for or by reason of such
assignment  (including,  but not  limited to, sums paid for the sale of Tenant's
fixtures, lease-hold improvements,  equipment,  furniture,  furnishings or other
personal property) less all expenses  reasonably and actually incurred by Tenant
on account of brokerage  commissions  and  advertising  costs in connection with
such assignment; and

               (b) in the case of a sublease,  any rents,  additional charges or
other consideration  payable under the sublease to Tenant by the subtenant which
is in excess of the fixed rent and additional  rent accruing  during the term of
the  sublease  in respect of the  subleased  space (at the rate per square  foot
payable by Tenant hereunder)  pursuant to the terms hereof (including,  but, not
limited  to, sums paid for the sale or rental of  Tenant's  fixtures,  leasehold
improvements,  equipment,  furniture  or  other  personal  property),  less  all
expenses  reasonably  and  actually  incurred by Tenant on account of  brokerage
commissions,  advertising  costs and the cost of demising the premises so sublet
in connection  with such sublease.  The sums payable under this Section shall be
paid to Landlord as and when payable by the subtenant to Tenant.

        36.8 If Tenant is a corporation  other than a corporation whose stock is
listed and traded on an internationally  recognized stock exchange  (hereinafter
referred to as a "public  corporation"),  the  provisions  of Section 36.1 shall
apply to a transfer  (by one or more  transfers)  of a majority  of the stock of
Tenant  as if such  transfer  or a  majority  of the  stock  of  Tenant  were an
assignment of this Lease;  but said  provisions  shall not apply to transactions
with a  corporation  into or with which Tenant is merged or  consolidated  or to
which substantially all of Tenant's assets are transferred, provided that in any
of such  events  (i)  the  successor  to  Tenant  has a net  worth  computed  in
accordance with generally accepted  accounting  principles at least equal to the
greater  of (a) the net  worth  of  Tenant  immediately  prior  to such  merger,
consolidation  or transfer,  or (b) the net worth of Tenant  herein named on the
date of this Lease and (ii) proof  satisfactory  to  Landlord  of such net worth
shall  have been  delivered  to  Landlord  at least  ten (10) days  prior to the
effective date of any such transaction.

        If Tenant is a  partnership,  the provisions of Section 36.1 shall apply
in the case of a transfer of  partnership  interests as if such transfer were an
assignment of this Lease.

        36.9  Tenant  may,  without  Landlord's  consent,   but  otherwise  upon
compliance  with the  provisions  of this Lease,  including  the  provisions  of
section 36.11, permit any corporations or other business entities which control,
are  controlled  by, or are under common  control with Tenant  including a joint
venture  in which  Tenant  is a joint  venture  partner  with  control,  (each a
"Related  Entity") to sublet all or part of the Demised  Premises for any of the
purposes  permitted  to Tenant,  subject  however to  compliance  with  Tenant's
obligations under this Lease. Such subletting shall not be deemed to vest in any
such Related Entity any right or interest in this Lease or the Demised  Premises
nor shall it relieve,  release,  impair or discharge any of Tenant's obligations
hereunder.  For the purposes hereof, "control" shall be deemed to mean ownership
of not less  than 50% of all of the legal and  equitable  interest  in any other
business entities.

        36.10 Any assignment or transfer,  even if made with Landlord's consent,
shall be made only if, and shall not be  effective  until,  the  assignee  shall
execute,  acknowledge and deliver to Landlord an agreement in form and substance
reasonably  satisfactory  to Landlord  whereby  the  assignee  shall  assume the
obligations of this Lease on the part of Tenant to be performed or observed.

        36.11 Each  subletting  pursuant to this  Article 36 shall be subject to
all the covenants,  agreements,  terms,  provisions and conditions  contained in
this  Lease.  Tenant  shall  promptly  furnish  to  Landlord a copy of each such
sublease,  Tenant covenants and agrees that,  notwithstanding such assignment or
any such  subletting  to any subtenant  and/or  acceptance of rent or additional
rent by Landlord from any  subtenant,  Tenant shall and will remain fully liable
for the  payment  of the fixed  rent and  additional  rent due and to become due
hereunder  and for the  performance  of all the  covenants,  agreements,  terms,
provisions  and  conditions  contained in this Lease on the part of Tenant to be
performed.  Tenant further  covenants and agrees that  notwithstanding  any such
assignment  or  subletting,  no other and further  assignment,  underletting  or
subletting  of the Demised  Premises or any part  thereof  shall or will be made
except upon compliance with and subject to the provisions of this Article 36.

        36.12 If this Lease be assigned,  or if the Demised Premises or any part
thereof be sublet or occupied by anybody other than Tenant,  Landlord may, after
default  by Tenant,  collect  rent from the  assignee,  subtenant  (but  without
increasing the obligations of the subtenant under its sublease) or occupant, and
apply  the  net  amount  collected  to the  rent  herein  reserved,  but no such
assignment,  subletting,  occupancy  or  collection  shall be deemed a waiver by
Landlord  of any of  Tenant's  covenants  contained  in this  Article  36 or the
acceptance  of the  assignee,  subtenant or occupant as tenant,  or a release of
Tenant from the further performance by Tenant of covenants on the part of Tenant
herein contained.

        36.13 Landlord  will, at the request of Tenant and at Tenant's  expense,
maintain  listings on the Building  directory  of the names of Tenant,  Tenant's
program, Empire Mental Health Choice and any other Related Entity, person, firm,
association  or  corporation  in occupancy  of the Demised  Premises or any part
thereof as  permitted  hereunder,  and the names of any officers or employees of
any of the  foregoing,  provided,  however,  that the  number of names so listed
shall be in the same proportion to the capacity of the Building directory as the
aggregate  number of square feet of rentable area of the Demised  Premises is to
the  aggregate  number of square  feet of  rentable  area of the  Building.  The
listing of any name other  than that of the  Tenant  and  Empire  Mental  Health
Choice, whether on the doors of the Demised Premises, on the Building directory,
or otherwise shall not operate to vest any right or interest in this Lease or in
the  Demised  Premises or be deemed to be the  written  consent of the  Landlord
mentioned  in this  Article  36,  it being  expressly  understood  that any such
listing is a privilege  extended by Landlord revocable at will by written notice
to Tenant.

                                          ARTICLE 37

                                       Security Deposit

        37.1 The original named tenant,  Empire Blue Cross and Blue Shield shall
not be required to deposit with Landlord any security deposit.  However, if this
Lease is assigned or otherwise  transferred to any entity which is not a Related
Entity (for the  purposes of this Article 37 such  successor  or assignee  being
referred  to as the  "Successor  Tenant"),  Landlord  shall  have  the  right to
require,  as a condition to Landlord's consent to such assignment of this Lease,
that the  Successor  Tenant  deposit  with  Landlord an amount  equal to two (2)
months fixed rent and additional rent,  computed as of the effective date of the
assignment,   which  sum  shall  be  deposited  as  security  for  the  faithful
performance  and  observance by the Successor  Tenant of the terms,  provisions,
covenants  and  conditions  of this  Lease.  It is agreed  that in the event the
Successor Tenant defaults in respect of any of the terms, provisions,  covenants
and conditions of this Lease, including, but not limited to, the payment of rent
and additional rent,  Landlord may use, apply or retain the whole or any part of
the security so deposited to the extent required for the payment of any rent and
additional rent or any other sum as to which the Successor  Tenant is in default
or for any sum which  Landlord may expend or may be required to expend by reason
of  Successor  Tenant's  default in  respect  of any of the  terms,  provisions,
covenants  and  conditions  of this  Lease,  including  but not  limited to, any
damages or  deficiency  accrued  before or after  summary  proceedings  or other
re-entry by  Landlord.  In the event that the  Successor  Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this Lease,  the security  shall be returned to the  Successor  Tenant after the
date fixed as the end of the Lease and after  delivery of entire  possession  of
the  Demised  Premises  to  Landlord.  In the  event  of a sale of the  Land and
Building or leasing of the Building of which the Demised  Premises  form a part,
Landlord  shall have the right to transfer  the security to the vendee or lessee
and  Landlord  shall  thereupon  be  released by the  Successor  Tenant from all
liability for the return of such  security;  and the Successor  Tenant agrees to
look solely to the new  Landlord for the return of said  security.  It is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new Landlord.  The Successor Tenant covenants that it will not
assign or encumber or attempt to assign or encumber the monies  deposited herein
as security and that neither  Landlord nor its  successors  or assigns  shall be
bound by any such  assignment,  encumbrance,  attempted  assignment or attempted
encumbrance.  In the event Landlord applies or retains any-portion or all of the
security  deposited,  the Successor Tenant shall forthwith restore the amount so
applied  or  retained  so that at all times the  amount  deposited  shall be the
amount set forth above,

                                          ARTICLE 38

                                  Deleted Prior to Execution

                                          ARTICLE 39

                                        Miscellaneous

        39.1  Notwithstanding  anything contained in this Lease to the contrary,
Tenant covenants and agrees that Tenant will not use the Demised Premises or any
part thereof, or permit the Demised Premises or any part thereof to be used,

     (a) for a banking, trust company, or safe deposit business,

     (b) as a savings bank, or a savings and loan association or a loan company,

     (c) for the sale of travelers checks and/or foreign money exchange,

     (d) as a stock  brokerage  office dealing with the general public on an off
     the street basis,

     (e) as a news and/or cigar stand, or

     (f) as a restaurant and/or bar and/or for the sale of confectionery  and/or
     soda and/or beverages and/or sandwiches and/or ice cream and/or baked goods
     or the  preparation,  dispensing or consumption of food or beverages in any
     manner  whatsoever,   provided,  however,  that  in  connection  with,  and
     incidental  to,  Tenant's  use of the  Demised  Premises  for  general  and
     executive  offices,  Tenant,  at  its  sole  cost  and  expense,  and  upon
     compliance with all applicable laws, rules, regulations and ordinances, may
     use a portion of the  Demised  Premises  for an  employee's  lounge and may
     install  therein a  "dwyer"  or  similar  unit or  microwave  ovens for the
     purposes of warming food,  and vending  machines ` which,  if same dispense
     beverages or other  liquids or  refrigerates,  shall each have a waterproof
     pan  located   thereunder,   connected  to  a  drain.  39.2  Tenant  hereby
     represents, covenants and agrees that Tenant's business is not photographic
     reproductions  and/or  documentary  reproductions  and/or offset  printing.
     Notwithstanding  anything  contained in this Lease to the contrary,  Tenant
     covenants  and agrees that Tenant will not use the Demised  Premises or any
     part thereof or permit the Demised Premises or any part thereof to be used,
     for  the  business  of  photographic   reproductions   and/or   documentary
     reproductions  and/or offset  printing.  Nothing  contained in this Section
     39.2 shall preclude Tenant from using any part of the Demised  Premises for
     photographic  reproductions  and/or documentary  reproduction and/or offset
     printing  in  connection  with,  either  directly  or  indirectly,  its own
     business.

        39.3 If, in connection  with  obtaining  financing  for the Building.  a
bank,  insurance company or other lending  institution shall request  reasonable
modifications  in this Lease as a condition to such  financing,  Tenant will not
unreasonably  withhold,  delay or defer its consent thereto,  provided that such
modifications  do not increase the  obligations of Tenant  hereunder,  alter the
economic  terms of this Lease,  decrease  Landlord's  obligations  or materially
adversely affect the leasehold interest hereby created.

        39.4 If Landlord  shall consent to Tenant's  request for the omission or
removal of any part of, or the  insertion  of any door or other  opening in, any
wall  separating  the Demised  Premises from  adjoining  space leased to another
tenant,  then (i) Tenant shall be responsible for all risk or damage to, or loss
or theft of, property  arising as an incident to such omission or removal or the
use of such door or other  opening,  or because of the  existence  thereof,  and
shall indemnify and save Landlord harmless from and against any claim, demand or
action  for, or on account  of, any such loss,  theft or damage,  subject to the
provisions of Section 11.6, unless due to Landlord's negligence, and (ii) in the
event of termination  of this Lease or the lease of said other tenant,  Landlord
may enter the Demised Premises and Landlord,  at Tenant's expense,  may close up
such door or other opening by erecting a wall to match the wall  separating  the
Demised  Premises from said adjoining space, and Tenant shall not be entitled to
any  diminution or abatement of rent or other  compensation  by reason  thereof;
provided,  however, that nothing herein contained shall be deemed to vest Tenant
with any right or interest in, or with respect to, said adjoining  space, or the
use thereof, and Tenant hereby expressly waives any right to be made a party to,
or to be served with  process or other notice  under or in  connection  with any
proceeding  or action  which may  hereafter  be  instituted  by Landlord for the
recovery of the possession of said adjoining space, unless Landlord, in its sole
discretion, elects to make Tenant a party to such action.

        39.5  Without  incurring  any  liability  to Tenant,  but subject to the
provisions of Section 19.5,  Landlord may permit access to the  Demised-Premises
and open the same,  whether or not Tenant  shall be present,  upon demand of any
receiver,  trustees assignee for the benefit of creditors,  sheriff,  marshal or
court  officer  entitled to, or  reasonably  purporting  to be entitled to, such
access for the purpose of taking  possession of, or removing,  Tenant's Property
or for any other lawful  purpose (but this  provision and any action by Landlord
shall not be deemed to be a consent or  recognition  that the person or official
making such  demand has any right or  interest in or to this Lease,  or in or to
the  Demised  Premises),  or upon  demand  of any  representatives  of the fire,
police,  building,  sanitation or other department of the city, state or federal
governments.  Landlord shall be entitled to rely upon and assume the genuineness
of all  certificates  or  credentials  presented to Landlord by the  individuals
seeking such access.

        39.6 Tenant shall not be entitled to exercise  any right of  termination
or other  option  granted to it by this  Lease (if any) at any time when  Tenant
then  currently is in default in the  performance  or  observance  of any of the
covenants,  terms,  provisions  or  conditions  on its part to be  performed  or
observed under this Lease.

        39.7 Tenant shall not place or permit to be placed any vending  machines
in the Demised  Premises,  except as provided in Section  39.1(vi) or  otherwise
with the prior written consent of Landlord in each instance.

        39.8 Tenant shall not occupy any space in The  Chrysler  Building or the
Building (by assignment, sublease or otherwise) other than the Demised Premises,
except with the prior written consent of Landlord in each instance.

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

        39.10  Tenant  agrees that its sole  remedies in cases where  Landlord's
reasonableness in exercising its judgment or withholding its consent or approval
is applicable  pursuant to a specific  provision of this Lease,  or any rider or
separate  agreement relating to this Lease, if any, shall be those in the nature
of an injunction,  declaratory judgment, or specific performance,  the rights to
money damages or other remedies being hereby specifically waived.

        39.11 The Article  headings of this Lease are for  convenience  only and
are not to be given any effect whatsoever in construing this Lease.

        39.12 This Lease shall not be binding upon Landlord  unless and until it
is signed by Landlord  and a signed  copy  thereof is  delivered  by Landlord to
Tenant.

        39.13 The  definitions  set forth in Exhibit E annexed  hereto  shall be
utilized  for  purposes of this Lease and all  agreements  supplemental  to this
Lease, unless the context otherwise requires.

        39.14 The  various  terms  which are  defined in other  Articles of this
Lease or are  defined  in  Exhibits  annexed  hereto,  shall  have the  meanings
specified in such other Articles and Exhibits for all purposes of this Lease and
all agreements supplemental thereto, unless the context shall otherwise require.

        39.15 The  Exhibits  annexed to this Lease  shall be deemed part of this
Lease with the same force and effect as if such Exhibits were numbered  Articles
of this Lease.

        39.16  Tenant  shall  not,  except  with the prior  written  consent  of
Landlord,  use or  permit  to be  used  the  words  "Chrysler  Building"  or any
combination or simulation thereof for any purpose whatsoever  including (but not
limited  to)  as or  for  any  corporate,  firm  or  trade  name,  trademark  or
designation or description of merchandise or services or as part of an address.

        39.17 If  either  Landlord  or  Tenant  shall  institute  any  action or
proceeding  against the other  relating to the  provisions  of this Lease or any
default hereunder then, in that event, the unsuccessful  party in such action or
proceeding  (whether as plaintiff or defendant  therein) agrees to reimburse the
successful party for all reasonable  expenses incurred in connection  therewith,
including  reasonable  attorney's fees, costs and disbursements  incurred by the
successful party.

                                          ARTICLE 40

                                         Late Charges

        40.1 If Tenant shall fail to pay all or any part of any  installment  of
fixed annual rent or additional  rent for more than ten (10) days after the same
shall have become due and  payable,  then Tenant  shall pay as  additional  rent
hereunder to Landlord a late charge of Six Cents  ($0.06) for each dollar of the
amount of such fixed  annual rent or  additional  rent which shall not have been
paid to  Landlord  within  such ten (10) days after  becoming  due and  payable.
Notwithstanding  the  foregoing,  at such time or times  during the term of this
Lease that the amounts  payable by Tenant for items of additional  rent shall be
increased or changed  pursuant to the  provisions of this Lease,  no late charge
shall be due or payable until the  expiration of twenty (20) days after the date
that  Tenant  shall  receive a statement  from  Landlord  requiring  the payment
thereof at the increased or changed rate.

        40.2 In every  case in which  Tenant  is  required  by the terms of this
Lease to pay to Landlord a sum of money (including without  limitation,  payment
of fixed and additional rent) and payment is not made within ten (10) days after
the same shall  become  due,  Tenant  shall pay as  additional  rent  hereunder,
interest  on such sum or so much  thereof  as shall be  unpaid  from the date it
becomes due until it is paid.  Such  interest  shall be computed at a rate which
shall be two (2%) percent per month;  provided,  however, in no event shall such
interest be in excess of the highest  rate of interest  which shall from time to
time be permitted  under the laws of the State of New York to be charged on late
payments of sums of money due pursuant to the terms of a lease.  Any late charge
paid pursuant to Section 40.1 above shall reduce interest accrued hereunder with
respect to the same late payment.

        40.3 The late  charge  payable  pursuant  to Section  40.1 above and the
interest  payable  pursuant to Section 40.2 above shall be (i) payable on demand
and (ii) without prejudice to any of Landlord's rights and remedies hereunder at
law or in equity  for  nonpayment  or late  payment  of rent or other sum and in
addition to any such rights and remedies.  No failure by Landlord to insist upon
the strict performance by Tenant of Tenant's obligations to pay late charges and
interest as provided in this Article 40 shall  constitute  waiver by Landlord of
its  right  to  enforce  the  provisions  of  this  Article  40 in any  instance
thereafter  occurring.  The provisions of this Article 40 shall not be construed
in any way to extend the grace periods or notice periods provided for in Article
25 of this Lease.

                                          ARTICLE 41

                                  Deleted Prior to Execution


                                          ARTICLE 42

                                 Tenant's Initial Alterations
                                 Tenant Improvement Allowance



        42.1 Following the  Commencement  Date,  Tenant shall commence  Tenant's
Initial Alterations and complete same within the one year after the Commencement
Date.  Tenant's  Initial  Alterations  shall  be  undertaken  and  completed  in
accordance  with the terms of this Lease,  including,  without  limitation,  the
provisions of Article 13 hereof.  Subject to the  provisions of this Article 42,
Landlord  shall  contribute  an amount not to exceed One Million  Eight  Hundred
Fifty-Nine   Thousand  Four  Hundred   Dollars   ($1,859,400.00)   (the  "Tenant
Improvement  Allowance")  toward  the  cost  of  Tenant's  Initial  Alterations.
Landlord shall disburse a portion of the Tenant Improvement  Allowance to Tenant
from time to time, within fifteen (15) days after receipt of the items set forth
in  Section  42.2  provided  that on the  date of a  request  and on the date of
disbursement  from the  Tenant  Improvement  Allowance,  Tenant  shall not be in
default in performing or observing any of the obligations on Tenant's part to be
performed and observed  under this Lease  following any required  notice and the
expiration of any applicable  grace period.  Disbursements to Tenant of portions
of the  Tenant  Improvement  Allowance  shall not be made more  frequently  then
monthly.

        42.2  Landlord  shall  reimburse  Tenant  from  the  Tenant  Improvement
Allowance  for costs  incurred by Tenant in  connection  with  Tenant's  Initial
Alterations upon Landlord's receipt of the following items:

               (a) A request  from  Tenant for such  disbursement  signed by the
officer of Tenant  designated in writing for such  purpose,  which request shall
certify that the amount requested is equal to the aggregate amounts  theretofore
paid or payable by Tenant to Tenant's  contractors,  subcontractors and material
suppliers  which  requested  funds  have  not  been the  subject  of a  previous
disbursement from the Tenant Improvement Allowance;

               (b) Photocopies of all receipts,  invoices and bills for the work
completed  and  materials   furnished  in  connection   with  Tenant's   Initial
Alterations and  incorporated in the Demised  Premises which are to be paid from
the  requested  disbursement  or which  have been  paid by Tenant  and for which
Tenant is seeking reimbursement;

               (c) A  certificate  of Tenant's  independent  licensed  architect
stating (i) that, in the architect's  opinion,  the portion of Tenant's  Initial
Alterations  theretofore  completed and for which the  disbursement is requested
was performed in a good and workmanlike  manner and  substantially in accordance
with the final plans and specifications therefore, as approved by Landlord, (ii)
the percentage of completion of the Tenant's Initial  Alterations as of the date
of such  certificate,  and  (iii)  the  estimated  total  cost to  complete  the
performance of Tenant's Initial Alterations; and

               (d) Any amounts  payable to Landlord in connection  with Tenant's
Initial Alterations including,  without limitation,  any payments due for use of
the  freight  elevator.  The  freight  elevator  charges  payable  by  Tenant in
connection with Tenant's Initial Alterations and the initial "move-in" by Tenant
into the  Demised  Premises  thereafter  shall not  exceed  Eighty-Five  Dollars
($85.00) per hour.

        42.3 In no event shall the  aggregate  amount paid by Landlord to Tenant
under this  Article 42 exceed  the amount of the Tenant  Improvement  Allowance.
Within sixty (60) days after the completion of Tenant's Initial  Alterations and
upon the satisfaction of the conditions set forth in Section 42.4, any amount of
the Tenant  Improvement  Allowance which has not previously been disbursed shall
be retained by Landlord,  Upon the disbursement of the entire Tenant Improvement
Allowance  (or the  portion  thereof  if, upon  completion  of Tenant's  Initial
Alterations,  the Tenant Improvement  Allowance is not exhausted) Landlord shall
have no further  obligation  or liability  whatsoever  to Tenant for any further
disbursements of any portion of the Tenant Improvement Allowance or otherwise to
contribute towards the cost of Tenant's Initial Alterations, it being understood
and agreed that Tenant shall  complete,  at its sole cost and expense,  Tenant's
Initial  Alterations  whether  or  not  the  Tenant  Improvement   Allowance  is
sufficient to fund such completion.

        42.4  Notwithstanding  anything  in this  Article  or this  Lease to the
contrary,  on the earlier to occur of the date which is fifteen  (15) days after
completion of Tenant's Initial Alterations or the date upon which Tenant makes a
request  for  disbursement  to Tenant of the balance of funds  remaining  in the
Tenant Improvement Allowance, as a condition to such release, if appropriate but
in any event not later than fifteen (15) days following  substantial  completion
of Tenant's  Initial  Alterations,  Tenant shall deliver to Landlord  waivers of
lien from all contractors, subcontractors and material suppliers involved in the
performance of Tenant's  Initial  Alterations and the furnishing of materials in
connection  therewith,  together  with a certificate  from Tenant's  independent
licensed architect stating that (i) in the architect's opinion, Tenant's Initial
Alterations have been performed (and completed) in a good and workmanlike manner
and in accordance with the final plans and specifications  therefore as approved
by Landlord,  and (ii) all contractors,  subcontractors  and material  suppliers
have  been paid for the work  performed  in  connection  with  Tenant's  Initial
Alterations or the materials furnished through such date.

        42.5  Notwithstanding  anything in this  Article 42 or this Lease to the
contrary,  Tenant,  not Landlord shall be entitled to all rebates or credits due
in  connection  with the  Consolidated  Edison  of New York  rebate  program  in
connection  with the work  undertaken  by  Tenant  as part of  Tenant's  Initial
Alterations  or as part of  Tenant's  Changes  to any  Additional  Premises  (as
defined in Article 44).  Landlord  agrees to cooperate with Tenant,  at Tenant's
sole cost and  expense in  connection  with  Tenant's  application  for any such
rebates or credits.

                                          ARTICLE 43
                                       Option to Renew

        43.1  Provided that this Lease is in full force and effect and Tenant is
not then currently in default hereunder,  Tenant shall have the option to extend
the original term of this Lease for one (1)  extension  period of five (5) years
("Renewal  Term"),  commencing  upon the expiration of the original term of this
Lease,  provided that Tenant shall give Landlord  written notice of the exercise
of its option at least  twelve (12) months  prior to the  Expiration  Date.  The
Renewal  Term  shall be on the  same  terms,  covenants  and  conditions  as are
contained in this Lease for the original term except for:

               (i) the  provisions of Section 1.4 (a) respecting the fixed rent,
which shall be payable during the Renewal Term in accordance with the provisions
of Section 43.2;

               (ii)   the provisions of Section 1.4(c);

               (iii)  the covenants  relative to the  preparation  of the 
     Demised  Premises byLandlord contained in Article 3 of this Lease;

               (iv)   the Tenant Improvement Allowance contained in Article 42
     of this Lease;

               (v) the Caption to Renew contained in this Article 43;

none of which shall be applicable  to the Renewal  Term. In addition,  following
Tenant's  exercise of the option to extend the  original  term of this Lease for
the Renewal Term, the Expiration Date referred to in Section 1.3 shall be deemed
to be the last day of the Renewal  Term or such earlier date upon which the term
of this Lease may expire or be canceled or terminated.  In no event shall Tenant
shall have any further right of renewal beyond the Renewal Term. Any termination
or expiration of this Lease during the original term shall  terminate all rights
of renewal hereunder.

        43.2 The provisions of Section 1.4 of this Lease shall not be applicable
to the Renewal Term. The fixed rent payable during each year of the Renewal Term
shall be the amount determined by (a) multiplying  Thirty-Eight Dollars ($38.00)
by the number of rentable square feet then contained in the Demise Premises, and
adding thereto (b) the amount  determined by multiplying  the number of rentable
square  feet  then  contained  in the  Demised  Premises  by the  amount  of all
increases in the Electrical  Charge or Adjusted  Electrical  Charge  pursuant to
Article 16 of this Lease,  provided,  however,  that in no event shall the fixed
rent  during the  Renewal  Term be less than one Million  Five  Hundred  Seventy
Thousand One Hundred Sixty Dollars ($1,570,160.00).

                                          ARTICLE 44

                                 Options for Additional Space

        44.1 With respect to the premises  cross-hatched  and highlighted in red
on page B-3 of Exhibit "B" and denoted  there as the "6th Floor Rear  Premises",
provided  that this  Lease is in full  force and  effect  and Tenant is not then
currently in default  hereunder,  upon ten (10) Business Days written  notice to
Landlord,  given not later than the last day provided for Tenant to exercise its
option for the Renewal  Term as provided  in Article 43,  Tenant  shall have the
option to lease the entire 6th Floor Rear Premises which contains  approximately
7,185 rentable  square feet. In such event,  on the eleventh (11th) Business Day
following  the date of Tenant's  notice to  Landlord,  the entire 6th Floor Rear
Premises  shall be added to and be deemed a part of the Demised  Premises,  upon
and  subject to all of the same terms and  conditions  of this Lease  (provided,
however,  in no event shall the exercise of the option  pursuant to this Section
44.1 be or be deemed to extend the term of this Lease).  Tenant acknowledges and
agrees that,  except as set forth in Section 44.4 of this Lease,  Landlord shall
have no obligation to perform any work (including,  without  limitation,  any of
the work described  herein as  "Landlord's  Work") with respect to the 6th Floor
Rear  Premises  if, as and when same is added to the Demised  Premises  pursuant
this  Article  44, and Tenant  shall  accept  the 6th Floor  Rear  Premises,  as
appropriate,  in its then "as is"  condition  provide  that same is delivered to
Tenant  vacant and  broom-clean,  Notwithstanding  the  foregoing,  Landlord and
Tenant  acknowledge and agree that from time to time and at various times during
the term of this Lease,  at anytime prior to  Landlord's  receipt of notice from
Tenant  exercising  its option under this Section 44.1  Landlord  shall have the
right to lease to other  tenants,  all or portion of the 6th Floor Rear Premises
provided,  however,  that Landlord agrees that all such leases for the 6th Floor
Rear Premises or any portion or portions thereof, to be entered into by Landlord
with such other tenants  during the original  term of this Lease,  shall provide
for a term which is co-terminis  with the original term of this Lease. If Tenant
elects to extend the term of this Lease as provided in Article 43, unless Tenant
simultaneously with or prior to the exercise of the option for the Renewal Term,
exercises  the option  contained in this Section  44.1,  during the Renewal Term
Landlord  shall have the right to enter into any lease for all or any portion of
the 6th Floor Rear Premises as Landlord shall, in its sole discretion, determine
without any limitation or restriction whatsoever, whether as to the term of such
lease or otherwise. Tenant's option which is provided in this Section 44.1 shall
terminate  as of the date  which is the last  date for  Tenant to  exercise  its
option for the Renewal Term as set forth in Article 43.

        44.2 At all times during the original term of this Lease and the Renewal
Term, if any, with respect to the premises cross-hatched and highlighted in blue
on  page  B-4 of  Exhibit  "B" and  denoted  thereon  as the  "6th  Floor  Front
Premises",  which contains  approximately  14,700  rentable square feet provided
that this Lease is in full force and effect and Tenant is not then  currently in
default hereunder,  Landlord agrees that it shall not enter into a lease for the
entire 6th Floor Front  Premises or any portion  thereof with any tenant without
first notifying Tenant that Landlord in good faith, intends to enter into a bona
fide lease for all or a portion of the 6th Floor Front  Premises.  Tenant  shall
have ten (10)  Business  Days  after  Landlord's  notice to notify  Landlord  in
writing  whether  Tenant  desires  to  exercise  its option to lease all or such
portion of the 6th Floor Front  Premises as Landlord  then intends to lease,  If
Tenant  exercises  its option to lease all or any such  portion of the 6th Floor
Front Premises,  then as of the expiration of said ten (10) Business Day period,
the 6th Floor Front  Premises or such portion  thereof  shall be added to and be
deemed a part of the Demised Premises, upon and subject to all of the same terms
and conditions of this Lease (provided,  however, in no event shall the exercise
of the option  pursuant to this  Section 44.2 be or be deemed to extend the term
of this Lease).  Tenant  acknowledges  and agrees  that,  except as set forth in
section 44.4 of this Lease,  Landlord  shall have no  obligation  to perform any
work  (including,  without  limitation,  any of the  work  described  herein  as
"Landlord's  Work") with respect to any portion of the 6th Floor Front  Premises
which is added to the Demised Premises pursuant to this Article 44. Tenant shall
accept the 6th Floor Front Premises or the portions thereof, as appropriate,  in
its then "as is" condition  provided that same is delivered to Tenant vacant and
broom-clean,  If Tenant  shall not timely  exercise its option for the 6th Floor
Front Premises or any such portion thereof,  or shall reject same within the ten
(10)  Business  Days  (failure to timely so accept,  time being of the  essence,
being deemed a rejection),  then Landlord shall have the right to enter into any
lease for the 6th Floor  Front  Premises  or such  portion  thereof as  Landlord
intends to lease, as Landlord, in its sole discretion,  shall determine, without
any limitation or restriction  whatsoever,  whether as to the term of such lease
or  otherwise,  and  Tenant's  option with respect to the entire 6th Floor Front
Premises or such portion thereof as Landlord  intended to lease,  shall be null,
void and of no further force or effect,

        44.3  Provided  that (i) this  Lease is in full force and  effect,  (ii)
Tenant is not then  currently in default  hereunder,  (iii) Tenant has exercised
its option for the Renewal Term and (iv) Tenant has,  prior to the  commencement
of the Renewal Term,  exercised its option to add to the Demised  Premises,  and
has, in fact,  added to the Demised  Premises of the 6th Floor Rear  Premises or
all or a portion of the 6th Floor Front Premises (collectively,  the "Additional
Premises") then upon the  commencement  of the Renewal Term,  Landlord agrees to
pay to Tenant an amount  equal to $22,50 per rentable  square foot,  (Additional
Tenant  Improvement  Allowance")  for each  rentable  square  foot of the  total
Additional  Premises  which  Tenant  has  leased as of the  commencement  of the
Renewal Term.  The  Additional  Tenant  Improvement  Allowance  shall be paid to
Tenant upon the  commencement of the Renewal Term. After the commencement of the
Renewal Term, no Additional Tenant improvement Allowance shall be due or payable
with respect to any Additional Premises. Except for the Additional Tenant

               (b) The receipt by Landlord of rent with  knowledge  of breach of
any  obligation of this Lease shall not be deemed a waiver of such breach or any
subsequent breach.

               (c) No  payment  by Tenant or  receipt  by  Landlord  of a lesser
amount than the correct  fixed rent or additional  rent due  hereunder  shall be
deemed to be other  than a payment  on  account,  nor shall any  endorsement  or
statement on any check or any letter accompanying any check or payment be deemed
an accord  and  satisfaction,  and  Landlord  may  accept  such check or payment
without prejudice to Landlord's right to recover the balance or pursue any other
remedy in this Lease or at law provided.


                                          ARTICLE 30

                                       Curing Tenant's
                            Defaults, Additional Rent; Legal Fees

        30.1 If Tenant  shall  default  in the  performance  of any of  Tenant's
obligations  under this Lease,  Landlord,  without thereby waiving such default,
may (but shall not be obligated to) cure such default for the account and at the
expense of Tenant,  (a) without notice,  in a case of emergency,  and (b) in any
other case, only if such default  continues after the expiration of (i) five (5)
days from the date  Landlord  gives Tenant notice of intention so to do, or (ii)
the applicable  grace period provided in Section 25.2 or elsewhere in this Lease
for  cure of such  default,  whichever  occurs  later,  Any  amount  paid or any
contractual  liability  incurred by Landlord in curing such  default,  including
reasonable  attorney's fees and  disbursements,  if any, shall be deemed paid or
incurred  for the account of Tenant,  and Tenant  agrees to  reimburse  Landlord
therefor on demand,  If Tenant shall fail to reimburse  Landlord upon demand for
any  amount  paid for the  account of Tenant  hereunder,  said  amount  shall be
additional rent and shall be due and payable along with the next  installment of
fixed rent due hereunder.

                                          ARTICLE 31

                                        Parties Bound

        31.1 The obligations of this Lease shall bind and benefit the successors
and assigns of the parties with the same effect as if mentioned in each instance
where a party  is  named  or  referred  to,  except  that  no  violation  of the
provisions  of Article 36 shall  operate to vest any rights in any  successor or
assignee  of Tenant  and that the  provisions  of this  Article  31 shall not be
construed as modifying the  conditions  of  limitation  contained in Article 25.
However,  the obligations of Landlord under this Lease shall not be binding upon
Landlord  herein named with respect to any period  subsequent to the transfer of
its interest in the Building as owner or lessee thereof and in the event of such
transfer said  obligations  shall  thereafter be binding upon each transferee of
the  interest of Landlord  herein named as such owner or lessee)  Building,  but
only with  respect to the period  ending with a subsequent  transfer  within the
meaning of this Article 31.

        31.2 If  Landlord  shall be an  individual,  joint  venture,  tenancy in
common, copartnership,  unincorporated association, or corporation, Tenant shall
look  only to such  Landlord's  estate  and  property  in the  Building  (or the
proceeds  thereof)  and,  where  expressly so provided in this Lease,  to offset
against the rents payable  under this Lease,  for the  satisfaction  of Tenant's
remedies or the collection of a judgment (or other judicial  process)  requiring
the payment of money by Landlord  hereunder,  and no other property or assets of
such Landlord shall be subject to levy, execution or other enforcement procedure
for the  satisfaction of Tenant's  remedies under or with respect to this Lease,
the  relationship of landlord and tenant  hereunder or Tenant's use or occupancy
of the Demised Premises.

                                          ARTICLE 32
                                           Notices

        32.1  Except  as  otherwise   provided  in  this  Lease,   a  notice  or
communication which Landlord may desire or be required to give Tenant,  shall be
deemed  sufficiently  given or  rendered  if, in  writing,  delivered  to Tenant
personally or sent by registered or certified mail or by overnight courier which
provides receipted delivery,  addressed to Tenant at 622 Third Avenue, New York,
New York 10017 attn: Mr. Michael Schwartz,  Director of Real Estate.  Any notice
by Tenant to  Landlord  must be served by  registered  or  certified  mail or by
overnight courier which provides  receipted  delivery,  addressed to Landlord at
the  address  first  hereinabove  given with a copy of  Landlord  c/o  Cushman &
Wakefield, Inc., The Chrysler Building, 405 Lexington Avenue, New York, New York
10174 or at such other address as Landlord  shall  designate by written  notice.
The time of the giving of such notice or communication shall be deemed to be the
time  when  the  same is  delivered  to the  intended  recipient  if  personally
delivered  or sent by  overnight  courier  or two (2) days  after  same has been
postmarked if sent by mail.  Either party hereto may change its mailing  address
by giving notice to the other  pursuant to the provisions of this Article 32 but
such notice of change of address shall be effective only if actually received.

                                          ARTICLE 33

                               Estoppel Certificate, Memorandum

        33.1 Each party agrees,  at any time and from time to time, as requested
by the other party, upon not less than twenty (20) days prior notice, to execute
and deliver to the other a statement  certifying  that this Lease is  unmodified
and in full force and effect (or if there have been  modifications that the same
is in full force as  modified  and stating the  modifications),  certifying  the
dates to which the fixed rent and  additional  rent have been paid,  and stating
whether or not,  to the best  knowledge  of the  signer,  the other  party is in
default in performance of any of his obligations  under this Lease,  and, if so,
specifying  each such default of which the signer may have  knowledge,  it being
intended that any such statement delivered pursuant hereto may be relied upon by
others with whom the party requesting such certificate may be dealing.

        33.2 At the request of either party,  Landlord and Tenant shall promptly
execute,  acknowledge  and  deliver a  memorandum  with  respect  to this  Lease
sufficient for recording.  Such  memorandum  shall not in any  circumstances  be
deemed to change or otherwise  affect any of the  obligations  or  provisions of
this Lease.

                                          ARTICLE 34

                                  Deleted Prior to Execution

                                          ARTICLE 35

                                  No Other Representations,
                      Construction, Governing Law. Inability To Perform


        35.1 Tenant expressly acknowledges and agrees that Landlord has not made
and is not making,  and Tenant,  in executing and delivering  this Lease, is not
relying upon, any warranties, representations, promises or statements, except to
the extent that the same are  expressly  set forth in this Lease or in any other
written  agreement which may be made between the parties  concurrently  with the
execution  and delivery of this Lease and shall  expressly  refer to this Lease.
This Lease and said other written  agreement(s) made concurrently  herewith,  if
any, are hereinafter referred to as the "Lease Documents".  It is understood and
agreed that all understandings and agreements heretofore had between the parties
are merged in the Lease  Documents,  which  alone fully and  completely  express
their  agreement  and that the same are entered  into after full  investigation,
neither party relying upon any statement or representation made by the other and
not embodied in the Lease Documents.

        35.2 If any of the provisions of this Lease, or the application  thereof
to  any  person  or   circumstances,   shall,  to  any  extent,  be  invalid  or
unenforceable, the remainder of this Lease, or the application of said provision
or provisions to persons of  circumstances  other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby, and, subject
to the foregoing,  every  provision of this Lease shall be valid and enforceable
to the fullest extent permitted by law.

        35.3 This Lease  shall be  governed  in all  respects by the laws of the
State of New York. Any legal action or proceeding with respect to this Lease, or
any of the transactions  contemplated hereby shall be brought only in the Courts
of the State of New York located in the County of New York.

        35.4 Except as otherwise specifically set forth in the Lease, this Lease
and the obligation of Tenant to pay fixed rent and additional rent hereunder and
perform  all of the other  covenants  and  agreements  hereunder  on the part of
Tenant to be performed shall in no-way be affected,  impaired or excused because
Landlord  is unable to  fulfill  any of its  obligations  under this Lease or to
supply or is delayed in  supplying  any service  expressly  or  impliedly  to be
supplied  or is unable to make or is delayed in making  any  repair,  additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment  or  fixtures if Landlord  is  prevented  or delayed  from so doing by
reason of strike or labor troubles or any outside cause whatsoever including but
not limited to, governmental  preemption in connection with a national emergency
or by reason of any rule,  order or regulation of any  department or subdivision
thereof of any  government  agency or by reason of the  conditions of supply and
demand  which  have been or are  affected  by war or other  emergency  and those
events set forth in Section 16.7 as being not within Landlord's control.

                                          ARTICLE 35

                           Assignment, Mortgaging, Subletting, Etc.

        36.1 Tenant  expressly  covenants and agrees that it shall not, and does
not have the right or power to, assign, mortgage, pledge, encumber,  hypothecate
or otherwise  transfer this Lease or any interest of Tenant  herein,  nor sublet
all or any part of the Demised Premises or suffer or permit the Demised Premises
or any part  thereof to be used or occupied by others  (whether  for desk space,
mailing privileges or otherwise),  without the prior written consent of Landlord
in each instance.

        36.2 If Tenant  shall at any time or times during the term of this Lease
desire to assign this Lease or sublet all or any part of the  Demised  Premises,
Tenant  shall give notice  thereof to Landlord  which  notice shall be deemed an
offer  from  Tenant  to  Landlord  whereby  Landlord  shall  have the  option to
terminate this Lease (as to a sublease of less than all or substantially  all of
the  Demised  Premises,  to  terminate  this Lease only as to the portion of the
Demised  Premises which Tenant desires to sublet).  Said option may be exercised
by Landlord by notice to Tenant at any time  within  forty-five  (45) days after
the  aforesaid  notice has been  given by Tenant to  Landlord  and  during  such
forty-five  (45) day period  Tenant  shall not assign this Lease nor sublet such
space to any person.  If Landlord  exercises its option to terminate this Lease,
this  Lease  shall end and  expire on the date set forth in  Landlord's  notice,
which date (the "Surrender Date") shall be the last day of the calendar month in
which  occurs the date which is one hundred  twenty (120) days after the date of
Landlord's  notice,  and the fixed rent and additional  rent hereunder  shall be
paid and apportioned to such date.

        36.3 If Landlord  exercises its option to terminate  this Lease pursuant
to Section  36.2,  Landlord  shall be free to, and shall  have no  liability  to
Tenant if Landlord  should,  lease the Demised Premises (or any part thereof) to
Tenant's  prospective  assignee or subtenant.  In the event of such surrender by
Tenant  of a  portion  of  the  Demised  Premises,  effective  as  of  the  date
immediately following the Surrender Date, the fixed rent payable by Tenant under
this Lease shall be reduced by an amount equal to that portion of the fixed rent
payable under this Lease which is allocable to the space so surrendered  and the
additional rent payable by Tenant under this Lease shall be equitably  adjusted,
If the entire Demised Premises be so surrendered by Tenant,  this Lease shall be
canceled and  terminated as of the Surrender Date with the same force and effect
as if the Surrender  Date were the date herein  specified for the  expiration of
the full term of Lease. In the event of such surrender by Tenant of a portion of
the Demised  Premises,  any changes,  improvements  and alterations to the space
constituting  the Demised Premises after the Surrender Date (i.e., the space not
so  surrendered by Tenant) or any part thereof  (including,  but not limited to,
the erection of a demising wall to separate the space  constituting  the Demised
Premises after the Surrender Date from the space so surrendered)  made necessary
or desirable by reason of such  surrender  shall be made by Landlord at Tenant's
expense.  Tenant  covenants and agrees that,  in the event of such  surrender by
Tenant of a portion of the Demised Premises,  Tenant, at Tenant's expense, shall
and will at all times provide and permit reasonably appropriate means of ingress
to and egress from such portion of the Demised  Premises so surrendered,  permit
the occupant or occupants of such portion the use of the core facilities on said
floor, and permit on said floor  reasonably  appropriate  directional  signs for
each occupant or occupants and  appropriate  designations  in the passenger cabs
serving said floor.

        In the event of any such surrender by Tenant of the Demised  Premises or
a portion  thereof,  Landlord and Tenant shall,  at the request of either party,
execute and deliver an agreement in recordable  form to the effect  hereinbefore
stated.

        36.4 In the event  Landlord  does not  exercise or timely  exercise  the
option  referred  to  in  Section  36.2  hereof,   Landlord   covenants  not  to
unreasonably  withhold  or delay its  consent  to such  proposed  assignment  or
subletting by Tenant of such space to the proposed assignee or subtenant on said
covenants,  agreements, terms, provisions and conditions set forth in the notice
to Landlord referred to in Section 36.2, provided,  however, that Landlord shall
not in any event be  obligated  to consent to any such  proposed  assignment  or
subletting  unless all of the (a) the  proposed  assignee or subtenant is (i) of
financial  standing and (ii) engaged in a business  reasonably  satisfactory  to
Landlord, and the premises will be used in a manner which is in keeping with the
then  standards of the Building and the proposed  assignment or subletting  does
not violate any negative  covenants as to use  contained in any other lease made
between Landlord and other tenant(s) of the Building;

               (b)    the proposed assignee or subtenant is a reasonably 
reputable party;

               (c) the proposed assignee or subtenant is not a tenant, subtenant
or otherwise an occupant of any part of The Chrysler or Building or the Building
or a corporation or other entity which controls or is controlled by such tenant,
subtenant or occupant or is under common control with such tenant,  subtenant or
occupant or is under common control with such tenant, subtenant or occupant;

               (d) that the  assignment or subletting  shall not have the effect
(or give the utility  company  serving the Building  with  electricity  cause to
claim) that Landlord may not service the Demised Premises,  or any part thereof,
or any other  rentable  portion  of the  Building  with  electricity  on a "rent
inclusion" basis;

        (e)  there  shall  be no  default  by  Tenant  under  any of the  terms,
covenants and  conditions of this Lease at the time that  Landlord's  consent to
any such  assignment or subletting is requested and on the effective date of the
assignment or the propped sublease;

        (f) the proposed  assignee or subtenant shall not be (i) a government or
any  subdivision  or agency  thereof,  or (ii) school,  college,  university  or
educational institution of any type, whether for profit or nonprofit or (iii) an
employment or recruitment agency;

        (g) Tenant shall reimburse Landlord for any reasonable expenses that may
be incurred by Landlord in connection with the proposed  assignment or sublease,
including   without   limitation  the  reasonable  costs  of  investigating  the
acceptability of a proposed  assignee or subtenant and reasonable legal expenses
incurred  in  connection  with the  granting  of any  requested  consent  to the
assignment or sublease;

               (h) the proposed  assignment  shall be for a consideration or the
proposed  subletting  shall be at a rental  rate not less than the rental  rates
being charged under leases being entered into by Landlord for  comparable  space
in the Building and for a comparable term and in no event shall Tenant advertise
or list with brokers at any lower rental rate;

               (i) such proposed  subletting  will result in there being no more
than three (3) occupants per floor of the Demised Premises  including Tenant and
all subtenants, and

               (j) the  space to be  sublet  shall  be  regular  in  shape  with
appropriate  means of  ingress  and  egress  and  suitable  for  normal  renting
purposes.

        36.5 If Landlord  fails to exercise  its option  under  Section 36.2 and
consents to a proposed  assignment  or sublease  and Tenant fails to execute and
deliver  the  assignment  or  sublease to which  Landlord  consented  within one
hundred twenty (120) days after the giving of such consent,  then,  Tenant shall
again comply with all of the  provisions  and  conditions of Section 36.2 before
assigning this Lease or subletting all or part of the Demised Premises.

        36.6 With respect to each and every sublease or subletting authorized by
Landlord or made  without the need for  Landlord's  consent  pursuant to Section
36.9,  under the  provisions  of this  Lease,  it is  further  agreed  that each
sublease  shall provide that it is subject and  subordinate to this Lease and to
the  matters  to which this  Lease is or shall be  subordinate,  and that in the
event of termination,  re-entry or  dispossession  by Landlord under this Lease,
Landlord may, at its option,  take over all of the right,  title and interest of
Tenant,  as  sublessor,  under  such  sublease,  and such  subtenant  shall,  at
Landlord's option,  attorn to Landlord pursuant to the then executory provisions
of such sublease,  except that Landlord shall not (a) be liable for any previous
act  or  omission  of  Tenant  under  such  sublease,  (b)  be  subject  to  any
counterclaim,  offset or defense, not expressly provided in such sublease, which
theretofore accrued to such subtenant against Tenant, (c) be responsible for any
monies  owing by or on  deposit  with  Tenant to the  credit  of such  subtenant
whether in the nature of  security  or  otherwise  unless and to the extent such
monies are delivered to Landlord,  or (d) be bound by any previous  modification
of such  sublease  or by any  previous  prepayment  of more than one (1) month's
fixed  rent  and  additional  rent.  The  provisions  of this  Section  shall be
self-operative  and no further  instrument  shall be  required to give effect to
this provision.

        36.7 If the Landlord  shall give its consent to any  assignment  of this
Lease or to any sublease or if Tenant shall enter into any other  assignment  or
sublease permitted  hereunder,  Tenant shall in consideration  therefor,  pay to
Landlord, as additional rent:

               (a) in the case of an assignment, an amount equal to all sums and
other  considerations  paid to Tenant by the  assignee  for or by reason of such
assignment  (including,  but not  limited to, sums paid for the sale of Tenant's
fixtures, lease-hold improvements,  equipment,  furniture,  furnishings or other
personal property) less all expenses  reasonably and actually incurred by Tenant
on account of brokerage  commissions  and  advertising  costs in connection with
such assignment; and


               (b) in the case of a sublease,  any rents,  additional charges or
other consideration  payable under the sublease to Tenant by the subtenant which
is in excess of the fixed rent and additional  rent accruing  during the term of
the  sublease  in respect of the  subleased  space (at the rate per square  foot
payable by Tenant hereunder)  pursuant to the terms hereof (including,  but, not
limited  to, sums paid for the sale or rental of  Tenant's  fixtures,  leasehold
improvements,  equipment,  furniture  or  other  personal  property),  less  all
expenses  reasonably  and  actually  incurred by Tenant on account of  brokerage
commissions,  advertising  costs and the cost of demising the premises so sublet
in connection  with such sublease.  The sums payable under this section shall be
paid to Landlord as and when payable by the subtenant to Tenant.

        36.8 If Tenant is a corporation  other than a corporation whose stock is
listed and traded on an internationally  recognized stock exchange  (hereinafter
referred to as a "public  corporation"),  the  provisions  of Section 36.1 shall
apply to a transfer  (by one or more  transfers)  of a majority  of the stock of
Tenant  as if such  transfer  or a  majority  of the  stock  of  Tenant  were an
assignment of this Lease;  but said  provisions  shall not apply to transactions
with a  corporation  into or with which Tenant is merged or  consolidated  or to
which substantially all of Tenant's assets are transferred, provided that in any
of such  events  (i)  the  successor  to  Tenant  has a net  worth  computed  in
accordance with generally accepted  accounting  principles at least equal to the
greater  of (a) the net  worth  of  Tenant  immediately  prior  to such  merger,
consolidation  or transfer,  or (b) the net worth of Tenant  herein named on the
date of this Lease and (ii) proof  satisfactory  to  Landlord  of such net worth
shall  have been  delivered  to  Landlord  at least  ten (10) days  prior to the
effective date of any such transaction.

        If Tenant is a  partnership,  the provisions of Section 36.1 shall apply
in the case of a transfer of  partnership  interests as if such transfer were an
assignment of this Lease.

        36.9  Tenant  may,  without  Landlord's  consent,   but  otherwise  upon
compliance  with the  provisions  of this Lease,  including  the  provisions  of
Section 36.11, permit any corporations or other business entities which control,
are  controlled  by, or are under common  control with Tenant  including a joint
venture  in which  Tenant  is a joint  venture  partner  with  control,  (each a
"Related  Entity") to sublet all or part of the Demised  Premises for any of the
purposes  permitted  to Tenant,  subject  however to  compliance  with  Tenant's
obligations under this Lease. Such subletting shall not be deemed to vest in any
such Related Entity any right or interest in this Lease or the Demised  Premises
nor shall it relieve,  release,  impair or discharge any of Tenant's obligations
hereunder.  For the purposes hereof, "control" shall be deemed to mean ownership
of not less  than 50% of all of the legal and  equitable  interest  in any other
business entities.

        36.10 Any assignment or transfer,  even if made with Landlord's consent,
shall be made only if, and shall not be  effective  until,  the  assignee  shall
execute,  acknowledge and deliver to Landlord an agreement in form and substance
reasonably  satisfactory  to Landlord  whereby  the  assignee  shall  assume the
obligations of this Lease on the part of Tenant to be performed or observed.

        36.11 Each  subletting  pursuant to this  Article 36 shall be subject to
all the covenants,  agreements,  terms,  provisions and conditions  contained in
this  Lease.  Tenant  shall  promptly  furnish  to  Landlord a copy of each such
sublease,  Tenant covenants and agrees that,  notwithstanding such assignment or
any such  subletting  to any subtenant  and/or  acceptance of rent or additional
rent by Landlord from any  subtenant,  Tenant shall and will remain fully liable
for the  payment  of the fixed  rent and  additional  rent due and to become due
hereunder  and for the  performance  of all the  covenants,  agreements,  terms,
provisions  and  conditions  contained in this Lease on the part of Tenant to be
performed.  Tenant further  covenants and agrees that  notwithstanding  any such
assignment  or  subletting,  no other and further  assignment,  underletting  or
subletting  of the Demised  Premises or any part  thereof  shall or will be made
except upon compliance with and subject to the provisions of this Article 36.

        36.12 If this Lease be assigned,  or if the Demised Premises or any part
thereof be sublet or occupied by anybody other than Tenant,  Landlord may, after
default  by Tenant,  collect  rent from the  assignee,  subtenant  (but  without
increasing the obligations of the subtenant under its sublease) or occupant, and
apply  the  net  amount  collected  to the  rent  herein  reserved,  but no such
assignment,  subletting,  occupancy  or  collection  shall be deemed a waiver by
Landlord  of any of  Tenant's  covenants  contained  in this  Article  36 or the
acceptance  of the  assignee,  subtenant or occupant as tenant,  or a release of
Tenant from the further performance by Tenant of covenants on the part of Tenant
herein contained.

        36.13 Landlord  will, at the request of Tenant and at Tenant's  expense,
maintain  listings on the Building  directory  of the names of Tenant,  Tenant's
program, Empire Mental Health Choice and any other Related Entity, person, firm,
association  or  corporation  in occupancy  of the Demised  Premises or any part
thereof as  permitted  hereunder,  and the names of any officers or employees of
any of the  foregoing,  provided,  however,  that the  number of names so listed
shall be in the same proportion to the capacity of the Building directory as the
aggregate  number of square feet of rentable area of the Demised  Premises is to
the  aggregate  number of square  feet of  rentable  area of the  Building.  The
listing of any name other  than that of the  Tenant  and  Empire  Mental  Health
Choice, whether on the doors of the Demised Premises, on the Building directory,
or otherwise shall not operate to vest any right or interest in this Lease or in
the  Demised  Premises or be deemed to be the  written  consent of the  Landlord
mentioned  in this  Article  36,  it being  expressly  understood  that any such
listing is a privilege  extended by Landlord revocable at will by written notice
to Tenant.

                                          ARTICLE 37

                                       Security Deposit

        37.1 The original named tenant,  Empire Blue Cross and Blue Shield shall
not be required to deposit with Landlord any security deposit.  However, if this
Lease is assigned or otherwise  transferred to any entity which is not a Related
Entity (for the  purposes of this Article 37 such  successor  or assignee  being
referred  to as the  "Successor  Tenant"),  Landlord  shall  have  the  right to
require,  as a condition to Landlord's consent to such assignment of this Lease,
that the  Successor  Tenant  deposit  with  Landlord an amount  equal to two (2)
months fixed rent and additional rent,  computed as of the effective date of the
assignment,   which  sum  shall  be  deposited  as  security  for  the  faithful
performance,  and observance by the Successor  Tenant of the terms,  provisions,
covenants  and  conditions  of this  Lease.  It is agreed  that in the event the
Successor Tenant defaults in respect of any of the terms, provisions,  covenants
and conditions of this Lease, including, but not limited to, the payment of rent
and additional rent,  Landlord may use, apply or retain the whole or any part of
the security so deposited to the extent required for the payment of any rent and
additional rent or any other sum as to which the Successor  Tenant is in default
or for any sum which  Landlord may expend or may be required to expend by reason
of  Successor  Tenant's  default in  respect  of any of the  terms,  provisions,
covenants  and  conditions  of this  Lease,  including  but not  limited to, any
damages or  deficiency  accrued  before or after  summary  proceedings  or other
re-entry by  Landlord.  In the event that the  Successor  Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this Lease,  the security  shall be returned to the  Successor  Tenant after the
date fixed as the end of the Lease and after  delivery of entire  possession  of
the  Demised  Premises  to  Landlord.  In the  event  of a sale of the  Land and
Building or leasing of the Building of which the Demised  Premises  form a part,
Landlord  shall have the right to transfer  the security to the vendee or lessee
and  Landlord  shall  thereupon  be  released by the  Successor  Tenant from all
liability for the return of such  security;  and the Successor  Tenant agrees to
look solely to the new  Landlord for the return of said  security.  It is agreed
that then provisions  hereof shall apply to every transfer or assignment made of
the security to a new Landlord.  The Successor Tenant covenants that it will not
assign or encumber or attempt to assign or encumber the monies  deposited herein
as security and that neither  Landlord nor its  successors  or assigns  shall be
bound by any such  assignment,  encumbrance,  attempted  assignment or attempted
encumbrance.  In the event Landlord applies or retains any-portion or all of the
security  deposited,  the Successor Tenant shall forthwith restore the amount so
applied  or  retained  so that at all times the  amount  deposited  shall be the
amount set forth above,

                                          ARTICLE 38

                                  Deleted Prior to Execution


                                          ARTICLE 39

                                        Miscellaneous

        39.1  Notwithstanding  anything contained in this Lease to the contrary,
Tenant covenants and agrees that Tenant will not use the Demised Premises or any
part thereof, or permit the Demised Premises or any part thereof to be used,

               (a)    for a banking, trust company, or safe deposit business,

               (b)    as a savings bank, or a savings and loan association or 
                      a loan company,

               (c)    for the sale of travelers checks and/or foreign 
                      money exchange,

               (d)    as a stock  brokerage  office  dealing with the general 
                      public on an off the street basis,

               (e)    as a news and/or cigar stand, or

               (f)  as  a   restaurant   and/cr  bar  and/or  for  the  sale  of
Confectionery  and/or soda and/or beverages and/or  sandwiches  and/or ice cream
and/or baked goods or the  preparation,  dispensing  or  consumption  of food or
beverages in any manner whatsoever,  provided, however, that in connection with,
and  incidental  to,  Tenant's  use of the  Demised  Premises  for  general  and
executive  offices,  Tenant,  at its sole cost and expense,  and upon compliance
with all applicable laws, rules,  regulations and ordinances,  may use a portion
of the Demised  Premises  for an  employee's  lounge and may  install  therein a
"dwyer" or similar unit or microwave ovens for the purposes of warming food, and
vending  machines,  which,  if same  dispense  beverages  or  other  liquids  or
refrigerates,  shall each have a waterproof pan located thereunder, connected to
a drain.

        39.2  Tenant  hereby  represents,  covenants  and agrees  that  Tenant's
business is not  photographic  reproductions  and/or  documentary  reproductions
and/or offset printing.  Notwithstanding anything contained in this Lease to the
contrary,  Tenant  covenants  and agrees  that  Tenant  will not use the Demised
Premises or any part thereof or permit the Demised  Premises or any part thereof
to be used, for the business of photographic  reproductions  and/or  documentary
reproductions  and/or offset  printing.  Nothing  contained in this Section 39.2
shall  preclude  Tenant  from  using  any  part  of  the  Demised  Premises  for
photographic   reproductions  and/or  documentary   reproduction  and/or  offset
printing in connection with, either directly or indirectly, its own business.

        39.3 If, in connection  with  obtaining  financing  for the Building,  a
bank,  insurance company or other lending  institution shall request  reasonable
modifications  in this Lease as a condition to such  financing,  Tenant will not
unreasonably  withhold,  delay or defer its consent thereto,  provided that such
modifications  do not increase the  obligations of Tenant  hereunder,  alter the
economic  terms of this Lease,  decrease  Landlord's  obligations  or materially
adversely affect the leasehold interest hereby created.

        39.4 If Landlord  shall consent to Tenant's  request for the omission or
removal of any part of, or the  insertion  of any door or other  opening in, any
wall  separating  the Demised  Premises from  adjoining  space leased to another
tenant,  then Tenant shall be responsible  for all risk or damage to, or loss or
theft of, property arising as an incident to such omission or removal or the use
of such door or other opening,  or because of the existence  thereof,  and shall
indemnify  and save  Landlord  harmless  from and against  any claim,  demand or
action  for, or on account  of, any such loss,  theft or damage,  subject to the
provisions of Section 11.6, unless due to Landlord's negligence, and (ii) in the
event of termination  of this Lease or the lease of said other tenant,  Landlord
may enter the Demised Premises and Landlord,  at Tenant's expense,  may close up
such door or other opening by erecting a wall to match the wall  separating  the
Demised  Premises from said adjoining space, and Tenant shall not be entitled to
any  diminution or abatement of rent or other  compensation  by reason  thereof;
provided,  however, that nothing herein contained shall be deemed to vest Tenant
with any right or interest in, or with respect to, said adjoining  space, or the
use thereof, and Tenant hereby expressly waives any right to be made a party to,
or to be served with  process or other notice  under or in  connection  with any
proceeding  or action  which may  hereafter  be  instituted  by Landlord for the
recovery of the possession of said adjoining space, unless Landlord, in its sole
discretion, elects to make Tenant a party to such action.

        39.5  Without  incurring  any  liability  to Tenant,  but subject to the
provisions of Section 19.5,  Landlord may permit access to the  Demised-Premises
and open the same,  whether or not Tenant  shall be present,  upon demand of any
receiver,  trustee,  assignee for the benefit of creditors,  sheriff, marshal or
court  officer  entitled to, or  reasonably  purporting  to be entitled to, such
access for the purpose of taking  possession of, or removing,  Tenant's Property
or for any other lawful  purpose (but this  provision and any action by Landlord
shall not be deemed to be a consent or  recognition  that the person or official
making such  demand has any right or  interest in or to this Lease,  or in or to
the  Demised  Premises),  or upon  demand  of any  representatives  of the fire,
police,  building,  sanitation or other department of the city, state or federal
governments,  Landlord shall be entitled to rely upon and assume the genuineness
of all  certificates  or  credentials  presented to Landlord by the  individuals
seeking such access.

        39.6 Tenant shall not be entitled to exercise  any right of  termination
or other  option  granted to it by this  Lease (if any) at any tire when  Tenant
then  currently is in default in the  performance  or  observance  of any of the
covenants,  terms,  provisions  or  conditions  on its part to be  performed  or
observed under this Lease.

        39.7 Tenant shall not place or permit to be placed any vending  machines
in the Demised  Premises,  except as provided in Section  39.1(vi) or  otherwise
with the prior written consent of Landlord in each instance.

        39.8 Tenant shall not occupy any space in The  Chrysler  Building or the
Building (by assignment, sublease or otherwise) other than the Demised Premises,
except with the prior written consent of Landlord in each instance.

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

        39.10  Tenant  agrees that its sole  remedies in cases where  Landlord's
reasonableness in exercising its judgment or withholding its consent or approval
is applicable  pursuant to a specific  provision of this Lease,  or any rider or
separate  agreement relating to this Lease, if any, shall be those in the nature
of an injunction,  declaratory judgment, or specific performance,  the rights to
money damages or other remedies being hereby specifically waived.

        39.11 The Article  headings of this Lease are for  convenience  only and
are not to be given any effect whatsoever in construing this Lease.

        39.12 This Lease shall not be binding upon Landlord  unless and until it
is signed by Landlord  and a signed  copy  thereof is  delivered  by Landlord to
Tenant.

        39.13 The  definitions  set forth in Exhibit E annexed  hereto  shall be
utilized  for  purposes of this Lease and all  agreements  supplemental  to this
Lease, unless the context otherwise requires.

        39.14 The  various  terms  which are  defined in other  Articles of this
Lease or are  defined  in  Exhibits  annexed  hereto,  shall  have the  meanings
specified in such other Articles and Exhibits for all purposes of this Lease and
all agreements supplemental thereto, unless the context shall otherwise require.

        39.15 The  Exhibits  annexed to this Lease shall be deemed -part of this
Lease with the same force and effect as if such Exhibits were numbered  Articles
of this Lease.

        39.16  Tenant  shall  not,  except  with the prior  written  consent  of
Landlord,  use or  permit  to be  used  the  words  "Chrysler  Building"  or any
combination or simulation thereof for any purpose whatsoever  including (but not
limited  to)  as or  for  any  corporate,  firm  or  trade  name,  trademark  or
designation or description of merchandise or services or as part of an address.

        39.17 If  either  Landlord  or  Tenant  shall  institute  any  action or
proceeding  against the other  relating to the  provisions  of this Lease or any
default hereunder then, in that event, the unsuccessful  party in such action or
proceeding  (whether as plaintiff or defendant  therein) agrees to reimburse the
successful party for all reasonable  expenses incurred in connection  therewith,
including  reasonable  attorney's fees, costs and disbursements  incurred by the
successful party.

                                          ARTICLE 40

                                         Late Charges

        40.1 If Tenant shall fail to pay all or any part of any  installment  of
fixed annual rent or additional  rent for more than ten (10) days after the same
shall have become due and  payable,  then Tenant  shall pay as  additional  rent
hereunder to Landlord a late charge of Six Cents  ($0.06) for each dollar of the
amount of such fixed  annual rent or  additional  rent which shall not have been
paid to  Landlord  within  such ten (10) days after  becoming  due and  payable.
Notwithstanding  the  foregoing,  at such time or times  during the term of this
Lease that the amounts  payable by Tenant for items of additional  rent shall be
increased or changed  pursuant to the  provisions of this Lease,  no late charge
shall be due or payable until the  expiration of twenty (20) days after the date
that  Tenant  shall  receive a statement  from  Landlord  requiring  the payment
thereof at the increased or changed rate.

        40.2 In every  case in which  Tenant  is  required  by the terms of this
Lease to pay to Landlord a sum of money (including without  limitation,  payment
of fixed and additional rent) and payment is not made within ten (10) days after
the same shall  become  due,  Tenant  shall pay as  additional  rent  hereunder,
interest  on such sum or so much  thereof  as shall be  unpaid  from the date it
becomes due until it is paid.  Such  interest  shall be computed at a rate which
shall be two (2%) percent per month;  provided,  however, in no event shall such
interest be in excess of the highest  rate of interest  which shall from time to
time be permitted  under the laws of the State of New York to be charged on late
payments of sums of money due pursuant to the terms of a lease.  Any late charge
paid pursuant to Section 40.1 above shall reduce interest accrued hereunder with
respect to the same late payment.

        40.3 The late  charge  payable  pursuant  to Section  40.1 above and the
interest  payable  pursuant to Section 40.2 above shall be (i) payable on demand
and (ii) without prejudice to any of Landlord's rights and remedies hereunder at
law or in equity  for  nonpayment  or late  payment  of rent or other sum and in
addition to any such rights and remedies.  No failure by Landlord to insist upon
the strict performance by Tenant of Tenant's obligations to pay late charges and
interest as provided in this Article 40 shall  constitute  waiver by Landlord of
its  right  to  enforce  the  provisions  of  this  Article  40 in any  instance
thereafter  occurring.  The provisions of this Article 40 shall not be construed
in any way to extend the grace periods or notice periods provided for in Article
25 of this Lease.

                                          ARTICLE 41

                                  Deleted Prior to Execution

                                          ARTICLE 42

                                 Tenant's Initial Alterations
                                 Tenant Improvement Allowance

        42.1 Following the  Commencement  Date,  Tenant shall commence  Tenant's
Initial Alterations and complete same within the one year after the Commencement
Date.  Tenant's  Initial  Alterations  shall  be  undertaken  and  completed  in
accordance  with the terms of this Lease,  including,  without  limitation,  the
provisions of Article 13 hereof.  Subject to the  provisions of this Article 42,
Landlord  shall  contribute  an amount not to exceed One Million  Eight  Hundred
Fifty-Nine   Thousand  Four  Hundred   Dollars   ($1,859,400.00)   (the  "Tenant
Improvement  Allowance")  toward  the  cost  of  Tenant's  Initial  Alterations.
Landlord shall disburse a portion o-f the Tenant Improvement Allowance to Tenant
from time to time, within fifteen (15) days after receipt of the items set forth
in  Section  42.2  provided  that on the  date of a  request  and on the date of
disbursement  from the  Tenant  Improvement  Allowance,  Tenant  shall not be in
default in performing or observing any of the obligations on Tenant's part to be
performed and observed  under this Lease  following any required  notice and the
expiration of any applicable  grace period.  Disbursements to Tenant of portions
of the  Tenant  Improvement  Allowance  shall not be made more  frequently  then
monthly.

        42.2  Landlord  shall  reimburse  Tenant  from  the  Tenant  Improvement
Allowance  for costs  incurred by Tenant in  connection  with  Tenant's  Initial
Alterations upon Landlord's receipt of the following items:

               (a) A request  from  Tenant for such  disbursement  signed by the
officer of Tenant  designated in writing for such  purpose,  which request shall
certify that the amount requested is equal to the aggregate amounts  theretofore
paid or payable by Tenant to Tenant's  contractors,  subcontractors and material
suppliers  which  requested  funds  have  not  been the  subject  of a  previous
disbursement from the Tenant Improvement Allowance;

               (b) Photocopies of all receipts,  invoices and bills for the work
completed  and  materials   furnished  in  connection   with  Tenant's   Initial
Alterations and  incorporated in the Demised  Premises which are to be paid from
the  requested  disbursement  or which  have been  paid by Tenant  and for which
Tenant is seeking reimbursement;

               (c) A  certificate  of Tenant's  independent  licensed  architect
stating (i) that, in the architect's  opinion,  the portion of Tenant's  Initial
Alterations  theretofore  completed and for which the  disbursement is requested
was performed in a good and workmanlike  manner and  substantially in accordance
with the final plans and specifications therefore, as approved by Landlord, (ii)
the percentage of completion of the Tenant's Initial  Alterations as of the date
of such  certificate,  and  (iii)  the  estimated  total  cost to  complete  the
performance of Tenant's Initial Alternations;

               (d) Any amounts  payable to Landlord in connection  with Tenant's
Initial Alterations including,  without limitation,  any payments due for use of
the  freight  elevator.  The  freight  elevator  charges  payable  by  Tenant in
connection with Tenant's Initial Alterations and the initial "move-in" by Tenant
into the  Demised  Premises  thereafter  shall not  exceed  Eighty-Five  Dollars
($85.00) per hour.

        42.3 In no event shall the aggregate amount paid by to Tenant under this
Article 42 exceed the amount of the Tenant Improvement  Allowance.  Within sixty
(60) days after the  completion  of Tenant's  Initial  Alterations  and upon the
satisfaction  of the  conditions  set forth in Section  42.4,  any amount of the
Tenant  Improvement  Allowance  which has not previously been disbursed shall be
retained by Landlord.  Upon the  disbursement  of the entire Tenant  Improvement
Allowance  (or the  portion  thereof  if, upon  completion  of Tenant's  Initial
Alterations,  the Tenant Improvement  Allowance is not exhausted) Landlord shall
have no further  obligation  or liability  whatsoever  to Tenant for any further
disbursements of any portion of the Tenant Improvement Allowance or otherwise to
contribute towards the cost of Tenant's Initial Alterations, it being understood
and agreed that Tenant shall  complete,  at its sole cost and expense,  Tenant's
Initial  Alterations  whether  or  not  the  Tenant  Improvement   Allowance  is
sufficient to fund such completion.

        42.4  Notwithstanding  anything  in this  Article  or this  Lease to the
contrary,  on the earlier to occur of the date which is fifteen  (15) days after
completion of Tenant's Initial Alterations or the date upon which Tenant makes a
request  for  disbursement  to Tenant of the balance of funds  remaining  in the
Tenant Improvement Allowance, as a condition to such release, if appropriate but
in any event not later than fifteen (15) days following  substantial  completion
of Tenant's  Initial  Alterations,  Tenant shall deliver to Landlord  waivers of
lien from all contractors, subcontractors and material suppliers involved in the
performance of Tenant's  Initial  Alterations and the furnishing of materials in
connection  therewith,  together  with a certificate  from Tenant's  independent
licensed architect stating that (i) in the architect's opinion, Tenant's Initial
Alterations have been performed (and completed) in a good and workmanlike manner
and in accordance with the final plans and specifications  therefore as approved
by Landlord,  and (ii) all contractors,  subcontractors  and material  suppliers
have  been paid for the work  performed  in  connection  with  Tenant's  Initial
Alterations or the materials furnished through such date.

        42.5  Notwithstanding  anything in this  Article 42 or this Lease to the
contrary,  Tenant,  not Landlord shall be entitled to all rebates or credits due
in  connection  with the  Consolidated  Edison  of New York  rebate  program  in
connection  with the work  undertaken  by  Tenant  as part of  Tenant's  Initial
Alterations  or as part of  Tenant's  Changes  to any  Additional  Premises  (as
defined in Article 44).  Landlord  agrees to cooperate with Tenant,  at Tenant's
sole cost and  expense in  connection  with  Tenant's  application  for any such
rebates or credits.

                                          ARTICLE 43

                                       Option to Renew

        43.1  Provided that this Lease is in full force and effect and Tenant is
not then currently in default hereunder,  Tenant shall have the option to extend
the original term of this Lease for one (1)  extension  period of five (5) years
("Renewal  Term")  commencing  upon the  expiration of the original term of this
Lease,  provided that Tenant shall give Landlord  written notice of the exercise
of its option at least  twelve (12) months  prior to the  Expiration  Date.  The
Renewal  Term  shall be on the  same  terms,  covenants  and  conditions  as are
contained in this Lease for the original term except for:

     (i) the  provisions  of Section 1.4 (a)  respecting  the fixed rent,  which
     shall be payable during the Renewal Term in accordance  with the provisions
     of Section 43.2;

     (ii) the provisions of Section 1.4(c);

     (iii) the covenants  relative to the preparation of the Demised Premises by
     Landlord contained in Article 3 of this Lease;

     (iv) the  Tenant  Improvement  Allowance  contained  in  Article 42 of this
     Lease;

     (v) the Option to Renew contained in this Article 43;

none of which shall be applicable  to the Renewal  Term. In addition,  following
Tenant's  exercise of the option to extend the  original  term of this Lease for
the Renewal Term, the Expiration Date referred to in Section 1.3 shall be deemed
to be the last day of the Renewal  Term or such earlier date upon which the term
of this Lease may expire or be canceled or terminated.  In no event shall Tenant
shall have any further right of renewal beyond the Renewal Term. Any termination
or expiration of this Lease during the original term shall  terminate all rights
of renewal hereunder.

        43.2 The provisions of Section 1.4 of this Lease shall not be applicable
to the Renewal Term. The fixed rent payable during each year of the Renewal Term
shall be the amount determined by (a) multiplying  Thirty-Eight Dollars ($38.00)
by the number of rentable square feet then contained in the Demise Premises, and
adding thereto (b) the amount  determined by multiplying  the number of rentable
square  feet  then  contained  in the  Demised  Premises  by the  amount  of all
increases in the Electrical  Charge or Adjusted  Electrical  Charge  pursuant to
Article 16 of this Lease,  provided,  however,  that in no event shall the fixed
rent  during the  Renewal  Term be less than One Million  Five  Hundred  Seventy
Thousand One Hundred Sixty Dollars.

                                          ARTICLE 44

                                 Options for Additional Space

        44.1 With respect to the premises  cross-hatched  and highlighted in red
on page B-3 of Exhibit "B" and denoted  there as the "6th Floor Rear  Premises",
provided  that this  Lease is i full  force and  effect  and  Tenant is not then
currently in default  hereunder,  upon ten (10) Business Days written  notice to
Landlord,  given not later than the last day provided for Tenant to exercise its
option for the Renewal  Term as provided  in Article 43,  Tenant  shall have the
option to lease the entire 6th Floor Rear Premises which contains  approximately
7,185 rentable  square feet. In such event,  on the eleventh (11th) Business Day
following  the date of  Tenant's  notice to  Landlord,  the  entire 6 Floor Rear
Premises  shall be added to and be deemed a part of the Demised  Premises,  upon
and  subject to all of the same terms and  conditions  of this Lease  (provided,
however,  in no event shall the exercise of the option  pursuant to this Section
44.1 be or opened to extend the term of this  Lease).  Tenant  acknowledges  and
agrees that,  except as set forth in Section 44.4 of this Lease,  Landlord shall
have no obligation to perform any work (including,  without  limitation,  any of
the work described  herein as  "Landlord's  Work") with respect to the 6th Floor
Rear  Premises  if, as and when same is added to the Demised  Premises  pursuant
this  Article  44, and Tenant  shall  accept  the 6th Floor  Rear  Premises,  as
appropriate,  in its then "as is"  condition  provide  that same is delivered to
Tenant  vacant and  broom-clean.  Notwithstanding  the  foregoing,  Landlord and
Tenant  acknowledge and agree that from time to time and at various times during
the term of this Lease,  at any time prior to Landlord's  receipt of notice from
Tenant  exercising  its option under this Section 44.1  Landlord  shall have the
right to lease  to other  tenants,  all or any  portion  of the 6th  Floor  Rear
Premises  provided,  however,  that Landlord agrees that all such leases for the
6th Floor Rear Premises or any portion or portions  thereof,  to be entered into
by Landlord  with such other  tenants  during the  original  term of this Lease,
shall  provide for a term which is  co-terminis  with the original  term of this
Lease.  If Tenant elects to extend the term of this Lease as provided in Article
43, unless  Tenant,  simultaneously  with or prior to the exercise of the option
for the Renewal  Term,  exercises  the option  contained in this  Section  44.1,
during the Renewal  Term  Landlord  shall have the right to enter into any lease
for all or any portion of the 6th Floor Rear Premises as Landlord  shall, in its
sole  discretion,  determine  without any limitation or restriction  whatsoever,
whether  as to the term of such lease or  otherwise.  Tenant's  option  which is
provided in this Section  44.1 shall  terminate as of the date which is the last
date for Tenant to  exercise  its option  for the  Renewal  Term as set forth in
Article 43.

        44.2 At all times during the original term of this Lease and the Renewal
Term, if any, with respect to the premises cross-hatched and highlighted in blue
on  page  B-4 of  Exhibit  "B" and  denoted  thereon  as the  "6th  Floor  Front
Premises",  which contains  approximately  14,700  rentable square feet provided
that this Lease is in full force and effect and Tenant is not then  currently in
default hereunder,  Landlord agrees that it shall not enter into a lease for the
entire 6th Floor Front  Premises or any portion  thereof with any tenant without
first notifying Tenant that Landlord in good faith, intends to enter into a bona
fide lease for all or a portion of the 6th Floor Front  Premises,  Tenant  shall
have ten (10)  Business  Days  after  Landlord's  notice to notify  Landlord  in
writing  whether  Tenant  desires  to  exercise  its option to lease all or such
portion of the 6th Floor Front  Premises as Landlord  then intends to lease.  If
Tenant  exercises  its option to lease all or any such  portion of the 6th Floor
Front Premises,  then as of the expiration of said ten (10) Business Day period,
the 6th Floor Front  Premises or such portion  thereof  shall be added to and be
deemed a part of the Demised Premises, upon and subject to all of the same terms
and conditions of this Lease (provided,  however, in no event shall the exercise
of the option  pursuant to this  Section 44.2 be or be deemed to extend the term
of this Lease),  Tenant  acknowledges  and agrees  that,  except as set forth in
Section 44.4 of this Lease,  Landlord  shall have no  obligation  to perform any
work  (including,  without  limitation,  any of the  work  described  herein  as
"Landlord's  Work") with respect to any portion of the 6th Floor Front  Premises
which is added to the Demised Premises pursuant to this Article 44. Tenant shall
accept the 6th Floor Front Premises or the portions thereof, as appropriate,  in
its then "as is" condition  provided that same is delivered to Tenant vacant and
broom-clean.  If Tenant  shall not timely  exercise its option for the 6th Floor
Front Premises or any such portion thereof,  or shall reject same within the ten
(10)  Business  Days  (failure to timely so accept,  time being of the  essence,
being  deemed a  rejection),  then  Landlord  shall have the right to enter into
anylease for the-6th  Floor Front  Premises or such portion  thereof as Landlord
intended to lease, as Landlord, in its sole discretion, shall determine, without
any limitation or restriction  whatsoever,  whether as to the term of such lease
or  otherwise,  and  Tenant's  option with respect to the entire 6th Floor Front
Premises or such portion thereof as Landlord  intended to lease,  shall be null,
void and of no further force or effect.

        44.3  Provided  that (i) this  Lease is in full force and  effect,  (ii)
Tenant is not then  currently in default  hereunder,  (iii) Tenant has exercised
its option for the Renewal Term and (iv) Tenant has,  prior to the  commencement
of the Renewal Term,  exercised its option to add to the Demised  Premises,  and
has, in fact,  added to the Demised  Premises of the 6th Floor Rear  Premises or
all or a portion of the 6th Floor Front Premises (collectively,  the "Additional
Premises") then upon the  commencement  of the Renewal Term,  Landlord agrees to
pay to Tenant an amount  equal to $22.50 per rentable  square foot,  (Additional
Tenant  Improvement  Allowance")  for each  rentable  square  foot of the  total
Additional  Premises  which  Tenant  has  leased as of the  commencement  of the
Renewal Term.  The  Additional  Tenant  Improvement  Allowance  shall be paid to
Tenant upon the  commencement of the Renewal Term. After the commencement of the
Renewal Term, no Additional Tenant Improvement Allowance shall be due or payable
with  respect  to any  Additional  Premises.  Except for the  Additional  Tenant
Improvement Allowance,  and the provisions of Section 44.4, Landlord -shall have
absolutely no obligation or liability whatsoever to Tenant for any disbursements
toward,  or for any of the costs or expenses  incurred  by Tenant in  connection
with,  any  Tenant's  Changes  with  respect  to the  Demised  Premises  and the
Additional  Premises or to provide any work,  labor or  materials  with  respect
thereto.  It is understood  and agreed that Tenant shall  complete,  at Tenant's
sole cost and  expense,  all Tenant's  Changes  with  respect to the  Additional
Premises  whether  or  not  the  Additional  Tenant  Improvement   Allowance  is
sufficient to fund such Completion. The Failure of Landlord to pay to Tenant the
Additional  Tenant  Improvement  Allowance upon the  commencement of the Renewal
Term shall be a default by Landlord under this Lease.

        44.4 If any  Additional  Premises  are  added  to the  Demised  Premises
pursuant  to this  Article 44, and 3-f upon taking  possession  thereof,  Tenant
shall discover asbestos or asbestos containing or asbestos-treated  materials in
the  ducts,  pipes  or  other  portions  of the  ceiling  thereof  running  on a
horizontal  plane  through the  Additional  Premises,  Tenant shall  immediately
notify Landlord  thereof,  but in no event later than ninety (90) days after the
Additional Premises have been added to the Demised Premises. If Tenant so timely
notifies  Landlord,  Landlord  shall  promptly upon receipt of Tenant's  notice,
commence  and  proceed  with  diligence  to remove all such  asbestos,  asbestos
containing  materials or asbestos-treated  materials from the horizontal ceiling
plane  portions of the  Additional  Premises,  such removal to be  undertaken in
accordance with Asbestos  Requirements  and at Landlord's sole cost and expense,
Landlord's  removal of same shall be undertaken  and completed in a manner which
shall minimize  interference  with, or any delay of, any Tenant's Changes in the
Additional  Premises.  In no event shall  Landlord have any obligation to remove
asbestos or asbestos containing or asbestos-treated  materials, if any, from any
portion of the walls,  columns,  risers, or other vertical plane portions of the
Additional  Premises.  If Tenant does not so notify  Landlord of the presence of
asbestos or asbestos  containing  or  asbestos-treated  materials  in the ducts,
pipes or other  portions of the ceiling  thereof  running on a horizontal  plane
through  the  Additional  Premises  within  said  ninety  (90)  day  period,  as
aforesaid,  Landlord  shall have no obligation  pursuant to this Section 44.4 to
remove any asbestos or asbestos  containing or  asbestos-treated  materials from
any portion of the Additional Premises.
        44.5 If any  Additional  Premises  are  added  to the  Demised  Premises
pursuant to this  Article 44,  promptly  thereafter  Landlord  and Tenant  shall
execute and deliver a written  instrument to be prepared by Landlord which shall
set forth the revised rentable square footage of the Demised Premises, a revised
Tenant's  Proportionate  Share and the revised fixed rent The increases in fixed
rent and  additional  rent shall  become due and  payable  immediately  upon the
Additional  Premises becoming part of the Demised Premises and shall be paid, if
such event  occurs on a date  other than the first day of a month,  pro rata for
such partial month,  upon such event  occurring,  and thereafter  along with the
monthly payments of fixed rent and additional rent reserved under this Lease.



<PAGE>



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

                                    COOKE PROPERTIES INC.
                                    Landlord

                                    By:     /s/ Michael R. Darrow
                                            Name:  Michael R. Dillow
                                            Title:    Vice President


                                    EMPIRE BLUE CROSS AND BLUE SHIELD
                                    Tenant


                                    By:     /s/ Albert A. Cardone
                                             Name: Albert A. Cardone
                                             Title: C.O.B. - C.E.O.





<PAGE>


            EXHIBIT A

                                   Certificate of Occupancy

                                  See Attached two (2) Pages



<PAGE>



                                          EXHIBIT B

                                          Floor Plan

                                  All Areas, Dimensions And
                                  Conditions Are Approximate

                                 See Attached Four (4) Pages.




<PAGE>




                                          EXHIBIT C
                                 Operating Expense Escalation


     A.Tenant  acknowledges  that Tenant has been  advised by Landlord  that the
     Building is operated,  repaired, improved, altered and generally maintained
     as a single integrated building along with The Chrysler Building located at
     405 Lexington Avenue, New York, New York 10174, and that Landlord's records
     with  respect  to  Operating  Expenses  are  kept on a  consolidated  basis
     treating  both  buildings as a single  entity.  Tenant has  requested  that
     Landlord  provide  to  Tenant  the  Statement  of  Operating  Expenses  and
     Statement of Projected  Operating  Expenses and otherwise  compute Tenant's
     Proportionate  Share of  operating  Expenses  and of Increases in Operating
     Expenses as if the  Building  were  operated  independent  of The  Chrysler
     Building,  and Landlord has agreed to do so. Tenant  acknowledges  that the
     Operating  expenses for the Building shall include the proportionate  share
     of the Common operating Expenses (hereinafter defined)  attributable,  on a
     pro rata basis,  to the Building (as opposed to the Chrysler  Building) and
     Tenant  acknowledges  and agrees that the  proportionate  allocation of the
     Common  Operating  Expenses  on such pro rata basis is fair and  equitable,
     Tenant  acknowledges and agrees that, as of the date of this Lease, the pro
     rata share of Common Operating  Expenses allocated to the Building shall be
     thirty-three and thirty-three one hundredths percent (33.33-%).

B.          For the purpose of Exhibit C the following definitions shall apply:

            1. The term "Common  Operating  Expenses"  shall mean all  Operating
               Expenses incurred in connection with the unified operation of the
               Building with the building known as The Chrysler Building located
               at 405  Lexington  Avenue,  New York,  NY 10174 as  described  in
               Section A of this  Exhibit C.  Common  Operating  Expenses  shall
               include,  without  limitation the operating Expenses described in
               Section C of this  Exhibit C,  exclusive  of  Operating  Expenses
               consisting of a Capital  Expenditure  which  benefits  solely The
               Chrysler Building and not the Building.

            2  The term  "Building"  when used in connection with this Exhibit C
               and the  determination of Operating  Expenses shall mean not only
               the  Building  as defined in this  Lease,  but also  include  the
               Building's proportionate share of all Common Operating Expenses.

            3  The term "Tenant's Proportionate Share" shall mean .087.

            4. The term "Base Year" shall mean the calendar year 1992.

            5. The  term  "Operation   Year"  shall  mean  each  calendar  year,
               subsequent  to the Base Year in which occurs any part of the term
               of the Lease.

            6  The term  "Operating  Expenses" shall mean the total of all costs
               and expenses  including any taxes  thereon,  incurred or borne by
               Landlord  or  Landlord's  managing  agent  (whether  directly  or
               through   independent   contractors)   in  connection   with  the
               operation,  maintenance,  management and security of the Building
               and any plazas,  sidewalks and curbs  adjacent  thereto,  and the
               services   provided   tenants   therein,   except  as   otherwise
               specifically modified in section C of this Exhibit C.

            7. The term "Projected operating Expenses" shall mean the reasonably
               estimated  operating Expenses for the current Operation Year. The
               Projected  Operating  Expenses  shall be  computed by Landlord or
               Landlord's  managing  agent based upon known  conditions  for the
               current Operation Year.

            8  The term "Statement of operating  Expenses" shall mean the annual
               statement  of actual  Operating  Expenses for the  Building,  The
               Statement of operating  Expenses  shall be written,  detailed and
               prepared on an annual basis after the expiration of the Base Year
               and Operation Year. The Statement of operating  Expenses shall be
               prepared by Landlord or Landlord's managing agent for the purpose
               of  determining  Tenant's  Proportionate  Share of Increase,  The
               Statement of Operating  Expenses shall be certified in writing as
               correct by an officer of Landlord or Landlord's managing agent.

            9. The term "Statement of Projected  Operating  Expenses" shall mean
               the written  statement  setting  forth in detail the  estimate of
               Projected  Operating Expenses for the current Operation Year. The
               Statement of Projected  Operating  Expenses  shall be prepared by
               Landlord  or  Landlord's   managing  agent  for  the  purpose  of
               determining Tenant's Proportionate Share of Projected Increase.

            10.       The term "Tenant's  Proportionate Share of Increase" shall
                      mean  the  product   obtained  by   multiplying   Tenant's
                      Proportionate  Share by the increase in Operating Expenses
                      for an Operation Year over Operating Expenses for the Base
                      Year.

            11.       The  term  "Tenant's   Proportionate  Share  of  Projected
                      Increase"  shall mean the product  obtained by multiplying
                      Tenant's  Proportionate Share by the increase in Projected
                      Operating  Expenses  for the current  Operation  Year over
                      Operating Expenses for the Base Year.

            12.       The term "Labor Costs" shall include,  without limitation,
                      the cost and expense of salaries, wages, payroll taxes and
                      other  so-called  "fringe"  benefits which include without
                      limitation,  medical benefits,  surgical benefits, general
                      welfare  benefits,  group insurance  benefits,  retirement
                      plans, pension plans, vacation pay, sickness pay; etc.

            13.       The term  "Capital  Expenditure"  shall  mean the cost and
                      expense of any alteration,  addition, change, replacement,
                      improvement  or  repair  which  under  generally  accepted
                      accounting  principles  consistently applied as pertaining
                      to the real estate industry,  is properly  classified as a
                      capital expenditure.

     C. For the purpose of Exhibit C the definition  operating Expenses shall be
     modified as follows:

     1.  Operating  Expenses  shall include,  without  limitation,  the cost and
     expense of the following:

     (a) Labor Costs for employees of Landlord or Landlord's  managing agent who
     are engaged in the operation  and  maintenance  of the Building  ("Building
     Employees");

     (b)  uniforms  and the cost of  cleaning  such  uniforms  for the  Building
     Employees;

     (c) workmen's  compensation  insurance and any other  insurance  carried by
     Landlord  or  Landlord's  managing  agent  which  relates  to the  Building
     Employees;

     (d)  fire,  casualty,  liability,  rent  and  other  insurance  carried  by
     Landlord;

     (e)  utilities  furnished  to the  building,  including  any  taxes on such
     utilities,  and such utilities shall include,  without  limitation,  steam,
     heat, ventilation, air-conditioning, water, sewer rental, oil, gas;


     (f)  electricity  furnished to the  Building,  including  any taxes on such
     electricity,  except the cost of electricity furnished to the demised space
     of tenants of the Building shall be excluded;

     (g)  repairs,  maintenance,  replacements,  improvements  and  the  related
     supplies  which are necessary for the continued  operations of the Building
     as first class  office  building in the Borough of  Manhattan,  City of New
     York;

     (h) repair and maintenance for elevators and escalators;

     (i) cleaning and window cleaning;

     (j) management fees for Landlord and/or Landlord's managing agent;

     (k) professional and consulting fees;

     (1) protection and security;

     (m) lobby decorations;

     (n) interior and exterior landscape repair and maintenance;

     (o) trash removal and snow removal;

     (p)  painting  of  public  portions  of  the  Building  and  other  similar
     non-tenanted areas;

     (q) dues or fees for associations; and

     (r) telephone usage.

     2. Operating Expenses shall exclude, the cost and expense of the following:

     (a) Labor Costs for employees of Landlord or Landlord's  managing agent who
     are above the grade of building manager;

     (b) Real Estate Tax and any items  specifically  included in the definition
     of Real Estate Taxes;

     (c) Ground Rent;

     (d) mortgage interest, financing charges and letter of credit fees;

     (e) Capital Expenditures, subject however to Sections C3, C4 and C5 of this
     Exhibit C;

     (f) depreciation or amortization  expense,  subject however to Sections C3,
     C4 and C5 of this Exhibit C;

     (g) legal fees, brokerage commissions, advertising expenses and other costs
     incurred in leasing or attempting to lease any portion of the Building;

     (h) leasehold  improvements made to space which is leased to tenants of the
     Building and other  expenses  incurred in preparing  space for use by other
     tenants;  (i) legal fees relating to the sale or financing of the Building,
     a dispute  with a tenant of the Building or the  protesting  of Real Estate
     Taxes;

     (j) expenses to the extent  Landlord is  compensated  or  reimbursed by any
     insurance  or other  compensation  from a third party (other than Tenant or
     another tenant of the Building solely with respect to After Hours services,
     including, without limitation, HVAC and freight elevators);

     (k) insurance  premiums to the extent Landlord is entitled to be reimbursed
     by a tenant of the Building pursuant to Article 11 of the Lease;

     (1) Capital  Expenditures and other Operating Expenses which are not Common
     operating  Expenses and which  benefit  solely the tenant's of the Chrysler
     Building; and

     (m) Tax  penalties,  interest or fines  incurred as a result of  Landlord's
     negligence, inability or unwillingness to make payments when due,

     3. If a Capital  Expenditure  is made in an  Operation  Year and results in
     savings or reductions in Operating Expenses or is in lieu of a repair, then
     the  annual  amortization  or  depreciation  of the  cost of  such  Capital
     Expenditure,  as amortized or depreciated on a straight line basis over the
     number of years utilized by Landlord for federal income tax purposes,  plus
     an annual charge for interest upon the unamortized or undepreciated portion
     of such Capital  expenditure  at the  prevailing  prime rate plus 100 basis
     points  during the  Operation  Year in  question or the amount by which the
     Operating   Expenses  for  each  Operation  Year  Capital   expenditure  as
     reasonably determined by Landlord, which ever is greater, shall be included
     in  Operating  Expenses  beginning  with the  Operating  Year in which  the
     Capital Expenditure was made.

     4. If a Capital Expenditure is made in an operation Year in compliance with
     the  requirement  of any  federal,  state or  local  law,  or  governmental
     regulation,  the Federal  Occupational,  Safety and Health Act, and similar
     laws now or  hereafter in force or effect,  or if such Capital  Expenditure
     generally   benefits  the  tenants  of  the  Buildings,   then  the  annual
     amortization  or depreciation  of the cost of the Capital  Expenditure,  as
     amortized or  depreciated on a straight line basis over the number of years
     utilized by Landlord for federal income tax purposes, plus an annual charge
     for interest upon the unamortized or undepreciated  portion of such Capital
     Expenditure  at the  prevailing  prime rate plus l00 basis  points shall be
     included in Operating  Expenses  beginning with the Operation Year in which
     the Capital Expenditure was made.

     5. If an item of  capital  equipment  is  leased in an  Operation  Year and
     results in savings or reductions  in operating  Expenses or is in lieu of a
     repair,  then the greater of the  rentals and other costs paid  pursuant to
     such leasing or the amount by which  operating  Expenses for each operating
     year  during  such  lease  term  have been  reduced  shall be  included  in
     Operating Expenses for the Operation Year in which they were incurred.

     6. If during the Base Year or any  Operation  Year,  less than one  hundred
     percent (100%) of the rentable area of the Building was occupied by tenants
     making full utilization of such area, operating Expenses for such Base Year
     or  Operation  Year shall be  increased  to an amount which would have been
     reasonably  incurred if the  rentable  area of the Building was one hundred
     percent (100%) occupied by tenants making full utilization of such area.

     7. If  during  the Base  Year or any  Operation  Year,  Landlord  shall not
     furnish any particular  item(s) of work or service,  which would constitute
     an operating  Expense  hereunder,  to a portion of the Building  (including
     without  limitation the Demised  Premises)  because such item(s) of work or
     service  are not  required  or  desired by the  tenant  (including  without
     limitation  to Tenant) of such portion,  or tenant is itself  obtaining and
     providing such item(s) of work or service, or for any other reasons,  then,
     Operating  Expenses for such Base Year or Operation Year shall be increased
     to  an-a-mount  which would have been  reasonably  incurred if Landlord had
     furnished such item(s) of work or service at its own expense.

     D. Commencing  with the first  Operation Year and any subsequent  Operation
     Year, Landlord shall furnish Tenant with a Statement of Projected Operating
     Expenses which supports the computation of Tenant's  Proportionate Share of
     Projected  Increase  for the current  operation  Year.  Tenant shall pay to
     Landlord as  additional  rent,  Tenant's  Proportionate  Share of Projected
     Increase in equal monthly  installments  in advance;  but if such statement
     shall be  delivered  after  the first  month of such  operation  Year,  the
     charges which shall have  accumulated for such Operation Year shall be paid
     within ten (10) days of Tenant's receipt.

     E. If during any  Operation  Year or part thereof  Landlord  shall not have
     furnished Tenant with a Statement of Projected  Operating  Expenses for the
     current Operation Year, then Tenant shall continue to pay Landlord the sums
     payable for the immediately preceding Operation Year until the Statement of
     Projected operating Expenses for the current Operation Year shall have been
     furnished to Tenant, at which time the monthly installments by Tenant shall
     be adjusted retroactively pursuant to Section C of this Exhibit C.

     F. After the expiration of the Base Year and Each Operation Year,  Landlord
     shall furnish Tenant with the Statement of Operating Expenses setting forth
     Tenant's  Proportionate  Share of Increase.  For the Base Year or Operation
     Year in question:

     1. If Tenant's  Proportionate  Share of Projected Increase exceeds Tenant's
     Proportionate  Share of Increase,  Landlord shall forthwith  either (i) pay
     the  amount of such  excess  directly  to Tenant or (ii)  permit  Tenant to
     credit the amount of such excess against the subsequent payment of rent due
     hereunder;

     2.  If  Tenant's   Proportionate   Share  of  Increase   exceeds   Tenant's
     Proportionate Share of Projected  Increase,  Tenant shall forthwith pay the
     amount of such excess to Landlord.

     G. Every statement given by Landlord  pursuant to Section E of this Exhibit
     C shall be conclusive  and binding upon Tenant unless (i) within sixty (60)
     days after the receipt of such statement  Tenant shall notify Landlord that
     it disputes the  correctness  thereof,  (ii) if such dispute shall not have
     been settled by agreement,  Tenant shall submit the dispute for  resolution
     in  accordance  with  Section J of this  Exhibit C within  ninety (90) days
     after receipt of the statement.  Pending the  determination of such dispute
     by agreement or such dispute  resolution as aforesaid,  Tenant shall either
     (i) within thirty (30) days after receipt of such statement, pay additional
     rent in accordance with Landlord's statement if additional rent is owed, or
     (ii) in the event that Landlord's statement shows that Landlord owes Tenant
     money,  Tenant may either  accept such payment  from  Landlord or apply the
     credit shown on such statement  against  subsequent  payments of additional
     rent, and such payment, acceptance of payment and credit against additional
     rent shall all be without  prejudice to Tenant's  position.  If the dispute
     shall be determined in Tenant's favor,  Landlord shall forthwith pay Tenant
     the  amount  of  Tenant's   overpayment   resulting  from  compliance  with
     Landlord's statement.

     H. In the event (i) that the date of the expiration or other termination of
     this Lease shall be a day other than the last day of an Operation  year, or
     (ii) of any  increase  or  decrease  in the space  comprising  the  Demised
     Premises (as may be provided  herein),  then in each such event in applying
     the  provisions  of this  Exhibit C with respect to any  operation  Year in
     which such event shall have occurred, appropriate adjustments shall be made
     to reflect  the  occurrence  of such event on a basis  consistent  with the
     principles  underlying  the  provisions  of  this  Exhibit  C  taking  into
     consideration  (y) the  portion  of the  Operation  Year  which  shall have
     elapsed prior to the date of such  expiration or termination or, (z) in the
     case of any  increase  or decrease  the portion of the Demised  Premises to
     which the same  relates and the portion of the  Operation  year which shall
     have elapsed prior to the date of such increase or decrease.

     I. Payments  shall be made pursuant to this Exhibit C  notwithstanding  the
     fact that  statements  pursuant to this  Exhibit C are  furnished to Tenant
     after the expiration of the term of this Lease.

     J. In the event of a dispute  between  Landlord  and Tenant with respect to
     Landlord's   statement  of  Operating  Expenses,   such  dispute  shall  be
     determined  as provided in this Section J of Exhibit C. Landlord and Tenant
     shall each appoint a person as  arbitrator  who shall have had at least ten
     (10)  years  experience  in the  City,  County  and  State of New York in a
     profession, business or occupation involving the determination of operating
     expenses for buildings  similar to the Building.  The  appointment  of each
     such  arbitrator  shall be confirmed in writing by each party to the other.
     The  arbitrator so  appointed,  in the event of their failure to agree upon
     the matter so submitted within thirty (30) days of their appointment, shall
     appoint a third arbitrator  having similar  qualifications to each of them,
     If the two  arbitrators  can not  agree on the  appointment  of such  third
     arbitrator,  the third  arbitrator  shall be  appointed  by the Real Estate
     Board of New York,  Inc. from its qualified  panel of arbitrators who shall
     meet the experienced  criteria set forth above. If Landlord or Tenant shall
     fail to so appoint an arbitrator  for a period of twenty (20) Business Days
     after written notice from the other  demanding such  appointment,  then the
     arbitrator  appointed by the party not in default  hereunder  shall appoint
     the second  arbitrator and the two  arbitrators so appointed  shall, in the
     event of their  failure to agree upon any decision  within thirty (30) days
     thereafter, appoint the third arbitrator. The two arbitrators, or the three
     arbitrators, as appropriate, after being duly sworn to perform their duties
     with  impartiality  and  fidelity,  shall proceed to determine the question
     submitted.  The decision of the arbitrators shall be rendered within thirty
     (30) days after their  appointment,  and such decision  shall be in writing
     and in  duplicate,  one  counterpart  thereof  to be  delivered  to each of
     Landlord  and Tenant.  The  decision of the  arbitrators  shall be binding,
     final and conclusive on the parties.  The fees of the  arbitrators  and the
     expenses  incident  to the  proceedings  shall  be  borne  equally  between
     Landlord  and  Tenant,  unless the  arbitrators,  by their  decision  shall
     otherwise direct.  The fees of the respective  counsel,  if any, engaged by
     the parties and the fees of expert witnesses and other witnesses called for
     by the parties, if any, shall be paid by the respective party engaging such
     counsel or calling or engaging such witnesses.



<PAGE>



                                          EXHIBIT D

                                    Rules and Regulations

            1. The right of tenants in the entrances,  corridors,  elevators and
escalators  of the  Building are limited to ingress and egress from the tenant's
premises for the tenants and their  employees,  licensees and  invitees,  and no
tenant shall use, or permit the use of, the entrances,  corridors, escalators or
elevators  for any  other  purpose.  No  tenant  shall  invite  to the  tenant's
premises,  or  permit  the visit  of,  persons  in such  numbers  or under  such
conditions  as to  interfere  with the use and  enjoyment  of any of the plazas,
entrances, corridors, escalators, elevators and other facilities of the Building
by other tenants.  Fire exits and stairways are for emergency use only, and they
shall  not be used  for any  other  purpose  by the  tenants,  their  employees,
licensees or  invitees.  No tenant  shall  encumber or  obstruct,  or permit the
encumbrance  or  obstruction  of,  any  of  the  sidewalks,  plazas,  entrances,
corridors,  escalators,  elevators, fire exits or control and operate the public
portions  of the  Building  and the  public  facilities,  as well as  facilities
furnished for the common use of the tenants, in such manner as it deems best for
the benefit of the tenants generally.

            2. Landlord may refuse admission to the Building outside of ordinary
business  hours to any person not having a pass  issued by the  Landlord  or not
otherwise  properly  identified,  and may  require  all  persons  admitted to or
leaving the Building outside of ordinary business hours to register.  Any person
whose  presence in the Building at any time shall,  in the judgment of Landlord,
be  prejudicial  to the  safety,  character,  reputation  and  interests  of the
Building  or of its  tenants  may be  denied  access to the  Building  or may be
ejected  therefrom.  In case of  invasion,  riot,  public  excitement  or  other
commotion Landlord may prevent all access to the Building during the continuance
of the same,  by closing the doors or  otherwise,  for the safety of the tenants
and  protection  of property in the  Building.  Landlord  may require any person
leaving the Building with any package or other object to exhibit a pass from the
tenant  from whose  premises  the  package or object is being  removed,  but the
establishment   and  enforcement  of  such  requirement  shall  not  impose  any
responsibility  on Landlord for the protection of any tenant against the removal
of  property  from the  premises of the tenant.  Landlord  shall,  in no way, be
liable to any tenant for damages or person to or from the  tenant's  premises or
the  Building  under the  provisions  of this rule.  Canvassing,  soliciting  or
peddling in the Building is  prohibited,  and every tenant shall  co-operate  to
prevent the same.

            3. No Tenant  shall  obtain or accept for use in its  premises  ice,
drinking  water,  food,  beverage,   towel,  barbering,   boot  blacking,  floor
polishing,  lighting  maintenance,  cleaning or other similar  services from any
persons  not  authorized  by  Landlord  in  writing,  in  Landlord's  reasonable
judgment, to furnish such services,  provided that the charges for such services
by  persons  authorized  by  Landlord  are  reasonably  competitive  and,  where
appropriate  and  consonant  with  the  security  and  proper  operation  of the
Building,  sufficient  persons are so authorized for the same service to provide
tenants with a reasonably competitive selection. Such service shall be furnished
only at such hours,  in such places within the tenant's  premises and under such
reasonable regulations as may be fixed by Landlord.

            4. The cost of  repairing  any damage to the public  portions of the
Building or the public facilities or to any facilities used in common with other
tenants, caused by the acts or omissions of a tenant or the employees, licensees
or invitees of the tenant, shall be paid by such tenant as additional rent.

            5. No  lettering,  sign,  advertisement,  notice or object  shall be
displayed  in or on the  windows or doors,  or on the  outside  of any  tenant's
premises,  except that the name of the tenant may be  displayed  on the entrance
door of the tenant's  premises,  and in the elevator lobbies of the floors which
are occupied  entirely by any tenant,  subject to the approval of Landlord as to
the size,  color and style of such display.  The  inscription of the name of the
tenant  on the  door of the  tenant's  premises  shall  be done by  Landlord  at
Tenant's expense; any other listings shall be in the discretion of Landlord.


            6. No awnings or other  projections over or around the windows shall
be  installed  by any  tenant,  and only such window  blinds as are  supplied or
permitted by Landlord shall be used in a tenant's  premises,  Linoleum,  tile or
other  floor  coverings  shall be laid in a tenant's  premises  only in a manner
approved  by Landlord  which  approval  may be part of the  approval of Tenant's
Initial Alterations or the Tenant's Changes.

            7.  Landlord  shall  have the  right to  prescribe  the  weight  and
position of safes and other  objects of excessive  weight,  and no safe or other
object  whose  weight  exceeds  the lawful load for the area upon which it would
stand  shall be  brought  into or kept  upon a  tenant's  premises.  If,  in the
judgment of Landlord,  it is necessary to distribute the concentrated  weight of
any heavy object,  the work involved in such  distribution  shall be done at the
expense of the tenant and in such manner as Landlord shall determine. The moving
of safes and other  heavy  objects  shall take place  only  outside of  ordinary
business  hours upon previous  notice to Landlord,  and the persons  employed to
move  the same in and out of the  Building  shall be  reasonably  acceptable  to
Landlord  and,  if so  required by law,  shall hold a Master  Rigger's  license.
Freight,  furniture,  business  equipment,  merchandise  and bulky matter of any
description  shall be delivered  to and removed  from the  premises  only in the
freight  elevators  and through the service  entrances and  corridors,  and only
during hours and in a manner approved by Landlord.  Arrangements will be made by
Landlord with any tenant for moving large  quantities of furniture and equipment
into or out of the Building.

            8. No  machines  or  mechanical  equipment  of any kind,  other than
ordinary moveable business machines and such other equipment as may be permitted
pursuant to tenants and pursuant to their lease, may be installed or operated in
any tenant's premises without  Landlord's prior written consent,  and in no case
(even  where  the  same  are of a type  so  accepted  or as so  consented  to by
Landlord) shall any machines or mechanical equipment be so placed or operated as
to disturb other  tenants;  but machines and mechanical  equipment  which may be
permitted  to be  installed  and  maintained  by such  tenant as to prevent  any
disturbing  noise,  vibration,  or electrical or other  interference  from being
transmitted from such premises to any other area of the Building.

            9. No noise, including the playing of any musical instruments, radio
or television,  which, in the judgment of Landlord,  might disturb other tenants
in the Building,  shall be made or permitted by any tenant, and no cooking shall
be done in any  tenant's  premises,  except as  expressly  approved by Landlord.
Nothing shall be done or permitted in any tenant's  premises,  and nothing shall
be  brought  into  or kept in any  tenant's  premises,  which  could  impair  or
interfere with any of the Building  services or the proper and economic heating,
cleaning  or other  servicing  of the  Building or the  premises,  or the use or
enjoyment  by any  other  tenant  of any  other  premises,  nor  shall  there be
installed by any tenant any ventilating,  air-conditioning,  electrical or other
equipment of any kind which,  in the judgment of Landlord,  might cause any such
impairment or interference. No dangerous, inflammable,  combustible or explosive
object or material  shall be brought into the Building by any tenant or with the
permission  of any tenant,  Any cuspidors or similar  containers or  receptacles
used in any  tenant's  premises  shall be cared  for and  cleaned  by and at the
expense of the tenant.

            10.  No acids,  vapors or other  materials  shall be  discharged  or
permitted to be discharged into the waste lines,  vents or flues of the Building
which may damage them, The water and wash closets and other plumbing fixtures in
or serving any tenant's  premises  shall not be used for any purpose  other than
the  purpose  for which they were  designed or  constructed,  and no  sweepings,
rubbish, rags, acids or other foreign substances shall be deposited therein.

            11. No  additional  locks or bolts of any kind shall be placed  upon
any of the doors or windows  in any  tenant's  premises  and no lock or any door
therein  shall be  changed  or altered  in any  respect.  Additional  keys for a
tenant's  premises and toilet rooms shall be procured only from Landlord,  which
may make reasonable  charge therefor.  Upon the termination of a tenant's lease,
all keys of the  tenant's  premises  and  toilet  rooms  shall be  delivered  to
Landlord.

            12.  All  entrance  doors in each  tenant's  premises  shall be left
locked and all  windows  shall be left  closed by the tenant  when the  tenant's
premises are not in use. Entrance doors shall not be left open at any time.

            13.       Hand trucks not equipped with rubber tires and side 
guards shall not be used within the Building.

            14. All windows in each tenant's  premises  shall be kept closed and
all blinds  therein  above the ground floor shall be lowered and closed when and
as reasonably  required because of the position of the sun, during the operation
of the  Building  air-conditioning  system  to cool or  ventilate  the  tenant's
premises.

            15. Landlord reserves the right to rescind,  alter or waive any rule
or regulation at any time  prescribed  for the Building  when, it its reasonable
judgment,  it deems it  reasonably  necessary,  desirable or proper for its best
interest and for the best interests of the tenants,  and no alteration or waiver
of any rule or  regulation in favor of one tenant shall operate as an alteration
or waiver in favor of any other tenant. The Landlord shall not be responsible to
any tenant for the non-observance or violation by any other tenant of any of the
rules and regulations at any time prescribed for the Building.



<PAGE>



                                          EXHIBIT E

                                         Definitions


               (a) The term mortgage  shall include an indenture of mortgage and
deed of trust to a trustee to secure an issue of bonds,  and the term  mortgagee
shall include such a trustee.

               (b) The  terms  include,  including,  and such as  shall  each be
construed as if followed by the phrase "without being limited to".

               (c) The term obligations of this Lease, and words of like import,
shall mean the  covenants to pay rent and  additional  rent under this Lease and
all of the other covenants and conditions contained in this Lease. Any provision
in this  Lease  that one party or the other or both  shall do or not do or shall
cause  or  permit  or not  cause  or  permit  a  particular  act,  condition  or
circumstance  shall be  deemed  to mean that  such  party so  covenants  or both
parties so covenant, as the case may be.

            (d) The  term  Tenant's  obligations  hereunder,  and  words of like
import, and the term Landlord's obligations hereunder, and words of like import,
shall mean the  obligations  of this Lease which are to be performed or observed
by Tenant,  or by  Landlord,  as the case may be,  Reference to  performance  of
either party's  obligations  under this Lease shall be construed as "performance
and observance".

            (e)  Reference to Landlord as having no liability to Tenant or being
without  liability to Tenant shall mean that,  except as may be specifically set
forth in the subject lease provisions,  Tenant is not entitled to terminate this
Lease,  or to claim actual or  constructive  eviction,  partial or total,  or to
receive any  abatement or diminution of rent, or to be relieved in any manner of
any of its other obligations hereunder,  or to be compensated for loss or injury
suffered or to enforce any other kind of liability  whatsoever  against Landlord
under or with respect to this Lease or with respect to Tenant's use or occupancy
of the Demised Premises.

            (f) The term laws and/or  requirements  of public  authorities,  and
words of like  import,  shall  means  laws and  ordinances  of any or all of the
Federal,  State,  City, County and Borough  Governments and rules,  regulations,
orders  and/or  directives  of any or all  departments,  subdivisions,  bureaus,
agencies  or  offices  thereof,  or  of  any  other   governmental,   public  or
quasi-public  authorities  having  jurisdiction  in  the  premises,  and/or  the
direction of any public officer pursuant to law.

            (g) The term  requirements  of insurance  bodies,  and words of like
import, shall mean rules, regulations,  orders and other requirements of the New
York  Board of Fire  Underwriters  and/or  the New York  Fire  Insurance  Rating
organization  and/or any other  similar  body  performing  the same,  or similar
functions  and having  jurisdiction  or  cognizance  of the Building  and/or the
Demised Premises.

            (h) The term  repair  shall be deemed  to  include  restoration  and
replacement  as may be necessary to achieve  and/or  maintain good working order
and condition.

            (i) Reference to termination  of this Lease  includes  expiration or
earlier  termination  of the term of this  Lease or  cancellation  of this Lease
pursuant to any of the provisions of this Lease or to law. Upon a termination of
this Lease,  the term and estate  granted by this Lease shall end at midnight of
the date of termination as of such date of expiration of the term of




<PAGE>


Jul 12, 1991

FLOORING:


B. SHEHADI & SON
27 WEST 24TH STREET
NEW YORK, NY 10010
MR, ED FUENTES
(212) 366-0533


GUNDOLT CARPET WORKROOHJ,
750 COMMERCE ROAD
LINDEN, NJ 07036
MR. KENNETH TVETER
(201) 862-2800

SCS CARPET SYSTEHS
200 LEXINGTON AVENUE
NEW YORK, NY 10016
MR STANLEY GREENBAUM
(212)


SHERLAND & FARRINGTON,INC.
417 CANAL STREET
NEW YORK, NY 10013
MR. DARREN SHERLAND
(212) 925-3200

PATINGING & WALLPAPER
MAR-KAL CONTRACTING
272 41ST STREET
BROOKLYN NY 11232
MR. ALAN KEPPLER

HUDSON - SHATZ PAINTING CO., INC.
429 WEST 53RD STREET
NEW YORK, NY 10019
Mr. ALEXANDER MAH

RAMM PAINTING
1006 GLENN DR.
FRANKLYN SQ.  NY 11010
MR. RALPH NATALE

Jul 12, 1991

LATHE & ACOUSTICS:

JAMES A. PHILLIPS, INC.
ONE PENN PLAZA, SUITE 2825
NEW YORK, NY 10119
MR. JOHN MARKHAM (212) 564-5380


NATIONAL ACOUSTICS, INC.
515 WEST 36TH STREET
NEW YORK, NY 10018
MR, WAYNE BURMASTER
(212) 695-1252


ESS & VEE
23-30 50TH AVENUE
LONG ISLAND CITY,NY 111010
MR. ANTHONY VERDERAME
(718) 786-1100

Jul 12, 1991

MILLWORK:
WOOD DOORS

CUSTOM INTERIORS
795 TRUMBULL STREET
ELIZABETH, NJ 07201
MR. SYMOUR COHEN
(908) 289-8885
(212) 558-6857

INTERNATIONAL WOODCRAFT & CONSTRUCTI
20-31 129th STREET
COLLEGE POINT, NY 11356
MR. FRANCO NAPOLITATIO
(212)       461-5579 (BEEPER)


GLENDALE PRODUCTS COMPANY
8000 COOPER ANENUE
GLE14DALE, NY 11385
MR.  VINCENZO ALCAMO
(718) 326-2700 OR 326-3424


MILLWRIGHT WOODWORK AND INSTALLERS,
991 PECONIC AVENUE
WEST BABYLON, NY 11704
MR. MARTIN SHERLOCK
(516) 587-2635


DRYWALL

NASTASI WHITE, INC.
129-09 26TH AVEN
FLUSHING, NY 11
MR. ANTHONY NAST

WELLCRAFT CONSTRUCTION
15 HARRISON AVE.
STATEN ISLAND NY 10302
MR. FRANK IACOBELLIS

ESS & VEE
23-30 50TH AVENUE
LONG ISLAND CITY, NY ill
MR. ANTHONY VERDERAME

CUSTOM INTERIORS
795 TRUMBULL STREE
ELIZABETH, NJ 072
MR.  SYMOUR COHEN
(908) 289-8885
I II

 Jul 12, 1991


SPRINKLERS:

TRIANGLE FIRE PROTECTION CORP,
75-17 COOPER AVENUE
GLENDALE, NY 11385
KRe GUENTER RGCHSTEINL;R
(718) 326-9120

RAEL SPRIMMER
601 MERRICK RDe
LYNBROOK NY, 111563
MR. DAVE ISRAEL
(516) 593-2000

PACE PLUMBING CORP,
41 BOX STREET
BROOKLYN, NY 11222
MR - HAROLD BLOOCK
(718) 389-6100

PAGE 7  OF 15

Jul 12, 1991


DOOR & MIRRORS:
(ELEVATOR LOBBY
AND TOILETS)

ACTIVE STORE FRONTS, I
55 DALE STREET
WEST BABYLONT NY 11704
MR, LOOUIS KREFSKY
(516) 454-6166

UNION PORT GLASS INCE
1003-1017 LIBERTY AVENUE
BROOKLYN, NY 11208-2899
MR. DEAN SHAPIRO
(718) 827-7410

ISLAND GLASS
350 UNIONDALE AVENUE
UNIONDALE, NY 11553
MR.  VIC BOKOR
(516) 481-7575

PAGE 8 OF 15