Exhibit 10.1


Agreement of Lease, made as of February 16, 2001, between 461 FIFTH AVENUE
ASSOCIATES, LLC, a New York Limited Liability Company, c/o Colliers ABR, Inc.,
40 East 52nd Street, New York, New York 10022

party of the first part, hereinafter referred to as OWNER, or LANDLORD, and
Cross Media Marketing Corp., having officers at 410 Park Avenue, Suite 830, New
York, NY 10022

                    party of the second part, hereinafter referred to as TENANT,

Witnesseth:    Owner hereby leases to Tenant and Tenant hereby hires from Owner

the entire retable area of the nineteenth (19th) floor as shown on the floor
plan attached hereto as Schedule A (the "Nineteenth Floor"), which the parties
agree, consist of 6,516 retable square feet of area (the "demised premises" or
the "Demised Premises") in the building known as 461 Fifth Avenue (the
"Building") constructed by Landlord on the land (the "Land") described in
Schedule B attached hereto, in the in the Borough of Manhattan, City of New York
(the Building and the Land are hereinafter collectively referred to as the
"Property"), for a term (the "Term") of approximately 10 years 1 month (or until
such term shall earlier cease and expire as hereinafter provided) to commence
and end as provided in Article 37 of the lease rider (the "Rider") attached
hereto and made a part hereof, at the annual rental rate (the "fixed annual
rent") specified in Insert A hereto which Tenant agrees to pay in lawful money
of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment in cash or by check (drawn upon
a bank which is a member of the New York Clearing House), in equal monthly
installments in advance on the first day of each month during said term, at the
office of Owner or such other place as Owner may designate, without any set off
or deduction whatsoever, except that Tenant shall pay the first monthly
installment(s) on the execution hereof (unless this lease be a renewal).

        In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

        The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:

Rent:             1. Tenant shall pay the rent and additional rent as above and
                  as hereinafter provided.

Occupancy:        2. Tenant shall use and occupy the demised premises for
                  general and executive offices and for no other purpose. (See
                  Article 45 of Rider)

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Tenant
Alterations:      3. Tenant shall make no changes in or to the demised premises
                  of any nature without Owner's prior written consent. Subject
                  to the prior written consent of Owner, and to the provisions
                  of this article, Tenant, at Tenant's expense, may make
                  alterations, installations, additions or improvements which
                  are non-structural and which do not affect utility services or
                  plumbing and electrical lines, in or to the interior of the
                  demised premises by using contractors or mechanics first
                  approved in each instance by Owner. Tenant shall, before
                  making any alterations, additions, installations or
                  improvements, at its expense, obtain all permits, approvals
                  and certificates required by any governmental or
                  quasi-governmental bodies and (upon completion) certificates
                  of final approval thereof and shall deliver promptly
                  duplicates of all such permits, approvals and certificates to
                  Owner and Tenant agrees to carry and will cause Tenant's
                  contractors and sub-contractors to carry such workman's
                  compensation, general liability, personal and property damage
                  insurance as Owner may reasonably require. Tenant shall remove
                  all of "Tenant's Property" (defined in Article 40) and
                  "Tenant's Changes" (defined in ss. 57.01) in the Demised
                  Premises prior to the expiration or earlier termination of
                  this Lease except those as to which Landlord shall have agreed
                  prior to installation of same may remain in the Demised
                  Premises. Nothing in this Article shall be construed to give
                  Owner title to or to prevent Tenant's removal of trade
                  fixtures, moveable office furniture and equipment, but upon
                  removal of any such from the premises or upon removal of other
                  installations as may be required by Owner, Tenant shall
                  immediately and at its expense, repair and restore the
                  premises to the condition existing prior to installation and
                  repair any damage to the demised premises or the building due
                  to such removal upon Tenant's vacating of the Demised
                  Premises. All property permitted or required to be removed, by
                  Tenant upon Tenant's vacating of the Demised Premises at the
                  end of the term which remains in the premises after Tenant's
                  removal shall be deemed abandoned and may, at the election of
                  Owner, either be retained as Owner's property or may be
                  removed from the premises by Owner, at Tenant's expense. (See
                  Article 57 of Rider.)

Maintenance
and Repairs:      4. Tenant shall, throughout the term of this lease, take good
                  care of the demised premises and the fixtures and
                  appurtenances therein. Tenant shall promptly make, at Tenant's
                  expense, all repairs in and to the demised premises for which
                  Tenant is responsible, using only contractors approved by
                  Landlord, which approval shall not be unreasonably withheld,
                  conditioned or delayed. Tenant agrees to give prompt notice of
                  any defective condition in the premises for which Owner may be
                  responsible hereunder. There shall be no allowance to Tenant
                  for diminution of rental value and no liability on the part of
                  Owner by reason of inconvenience, annoyance or injury to
                  business arising from Owner or others making repairs,
                  alterations, additions or improvements in or to any portion of
                  the building or the demised premises or in and to the
                  fixtures, appurtenances or equipment thereof. It is
                  specifically agreed that Tenant shall not be entitled to any
                  setoff or reduction of rent by reason of any failure of Owner
                  to comply with the covenants of this or any other article of
                  this Lease. Tenant agrees that Tenant's sole remedy at law in
                  such instance will be by way of an action for damages for
                  breach of contract. The provisions of this Article 4 shall not
                  apply in the case of fire or other casualty which are dealt
                  with in Article 9 hereof.

<PAGE>

                  (a) Landlord, without cost to Tenant (except as otherwise
                  herein provided), shall maintain, repair and replace, as
                  necessary, and keep in good order and in safe, clean and
                  first-class condition, all Building exterior glass windows,
                  all structural portions of the Building, and all base Building
                  systems which provide services to the Demised Premises which
                  Landlord is herein required to provide to Tenant, including,
                  without limitation the plumbing, sprinkler, heating,
                  ventilating and air conditioning systems, Building electrical
                  and mechanical lines and equipment associated therewith, and
                  elevators and "Common Areas" (hereinafter defined);

                  (b) Supplementing Article 29 below, and without limiting
                  subarticle (a) above, Landlord shall provide the following
                  services and facilities, without cost to Tenant except as
                  otherwise herein provided:


(i) connections to New York City sewage facilities, common area vermin
extermination, toilet facilities and supplies and hot and cold water to Building
standard bathrooms;


(ii) heating, ventilation, and air conditioning ("HVAC Service") to the demised
premises when and as required by law and from 8 a.m. to 6 p.m. on Monday through
Friday except on holidays ("Business Days") and 8 a.m. to 1 p.m. on Saturday
except on holidays ("Building Hours"); provided, however, that air conditioning
shall be furnished to the Demised Premises only on Business Days between May
15th and September 30th, except as provided in (iii) below.


(iii) HVAC Service for the demised premises at times other than Building Hours
(or in the case of air conditioning, Business Days), upon receipt of reasonable
prior notice from Tenant. Landlord may bill Tenant in arrears by monthly invoice
for providing HVAC Service outside of Building Hours, at its then-applicable
Building standard hourly rate (with a minimum four (4) hours charge for any one
instance).


(iv) passenger and freight elevator service, access. and Common Area lighting
necessary to permit use of the demised premises by Tenant, twenty four (24)
hours per day, seven (7) days per week; provided, however, that Tenant shall pay
on demand, the customary Building charges for freight elevator service and all
expenses incurred by Landlord for security or technical personnel which are
necessary in connection therewith at times other than during Building Hours;


(v) at Tenant's cost at Building-standard rates established by Landlord from
time to time, replacement of all necessary light bulbs, tubes and ballasts
required to maintain a light level throughout the demised premises reasonably
adequate for Tenant's business operation;


(vi) removal of ice, snow and debris from the sidewalks in front of the Building
as and when required in Landlord's reasonable judgment;


(vii) facilities for Tenant's loading, unloading, delivery and pick-up activity:
provided however that Tenant shall pay on demand, all expenses incurred by
Landlord for security or technical personnel which are necessary in connection
therewith at times other than during Building Hours;


(viii) cleaning services as provided for in Schedule E attached hereto. At
Tenant's expense, Landlord will provide such additional cleaning services as may
be requested by Tenant in writing; and


(ix) a telephone number or numbers at which Tenant can at all times reach the
Landlord's property management company which is responsible for managing the
Property. (See Article 57 of Rider.)

<PAGE>

Window Cleaning:  5. Tenant will not clean nor require, permit, suffer or allow
                  any window in the demised premises to be cleaned from the
                  outside in violation of Section 202 of the Labor Law or any
                  other applicable law or of the Rules of the Board of Standards
                  and Appeals, or of any other Board or body having or asserting
                  jurisdiction.

Requirements
of Law, Fire
Insurance, Floor
Loads:            6. Prior to the commencement of the lease term, if Tenant is
                  then in possession, and at all times thereafter, Tenant, at
                  Tenant's sole cost and expense, shall promptly comply with all
                  present and future laws, orders and regulations of all state,
                  federal, municipal and local governments, departments,
                  commissions and boards and any direction of any public officer
                  pursuant to law, and all orders, rules and regulations of the
                  New York Board of Fire Underwriters, Insurance Services
                  Office, or any similar body which shall impose any violation,
                  order or duty upon Owner or Tenant with respect to the demised
                  premises, whether or not arising out of Tenant's use or manner
                  of use thereof, (including Tenant's permitted use) or, with
                  respect to the building if arising out of Tenant's use or
                  manner of use of the premises or the building (including the
                  use permitted under the lease). Nothing herein shall require
                  Tenant to make structural repairs or alterations unless Tenant
                  has, by its manner of use of the demised premises or method of
                  operation therein, violated any such laws, ordinances, orders,
                  rules, regulations or requirements with respect thereto.
                  Tenant may, after securing Owner to Owner's reasonable
                  satisfaction against all damages, interest, penalties and
                  expenses, including, but not limited to, reasonable attorney's
                  fees, by cash deposit or by surety bond in an amount and in a
                  company satisfactory to Owner, contest and appeal any such
                  laws, ordinances, orders, rules, regulations or requirements
                  provided same is done with all reasonable promptness and
                  provided such appeal shall not subject Owner to prosecution
                  for a criminal offense or constitute a default under any lease
                  or mortgage under which Owner may be obligated, or cause the
                  demised premises or any part thereof to be condemned or
                  vacated. Tenant shall not do or permit any act or thing to be
                  done in or to the demised premises which is contrary to law,
                  or which will invalidate or be in conflict with public
                  liability, fire or other policies of insurance at any time
                  carried by or for the benefit of Owner with respect to the
                  demised premises or the building of which the demised premises
                  form a part, or which shall or might subject Owner to any
                  liability or responsibility to any person or for property
                  damage. Tenant shall not keep anything in the demised premises
                  except as now or hereafter permitted by the Fire Department,
                  Board of Fire Underwriters, Fire Insurance Rating Organization
                  or other authority having jurisdiction, and then only in such
                  manner and such quantity so as not to increase the rate for
                  fire insurance applicable to the building, nor use the
                  premises in a manner which will increase the insurance rate
                  for the building or any property located therein over that in
                  effect prior to the commencement of Tenant's occupancy. Tenant
                  shall pay all costs, expenses, fines, penalties or damages,
                  which may be imposed upon Owner by reason of Tenant's failure
                  to comply with the provisions of this article and if by reason
                  of such failure the fire insurance rate shall, at the
                  beginning of the lease or at any time thereafter, be higher
                  than it otherwise would be, then Tenant shall reimburse Owner,
                  as additional rent hereunder, for that portion of all fire
                  insurance premiums thereafter paid by Owner which shall have
                  been charged because of such failure by Tenant. In any action
                  or proceeding wherein Owner and Tenant are parties, a schedule
                  or "make-up" of rate for the building or demised premises
                  issued by the New York Fire Insurance Exchange, or a body
                  making fire insurance rates applicable to said premises shall
                  be conclusive evidence of the facts therein stated and of the
                  several items and charges in the fire insurance rates then
                  applicable to said premises. Tenant shall not place a load
                  upon any floor of the demised premises exceeding the floor
                  load per square foot area which it was designed to carry and
                  which is allowed by law. The live floor load for the Demised
                  Premises is fifty (50) pounds per square foot, as set forth in
                  the Building's certificate of occupancy. Owner reserves the
                  right to prescribe the weight and position of all safes,
                  business machines and mechanical equipment. Such installations
                  shall be placed and maintained by Tenant, at Tenant's expense,
                  in settings sufficient, in Owner's judgement, to absorb and
                  prevent vibration, noise and annoyance. Landlord represents
                  that the use of the Demised Premises for general,
                  administrative and executive offices is permitted under the
                  certificate of occupancy for the Building. Tenant shall, at
                  its own cost, comply with any future changes in governmental
                  requirements and any notices of violations hereafter filed
                  which may require physical alterations in the Demised Premises
                  or the restrooms on the floor of the Building on which the
                  Demised Premises are located, provided, however, Tenant's
                  out-of-pocket expense to perform structural repairs pursuant
                  to this paragraph shall be limited to the then current monthly
                  fixed rent payable hereunder.

<PAGE>

Subordination,
Non-Disturbance
and Attainment:   7. (a) This Lease and the term and estate hereby granted are
                  and shall be subject and subordinate to the lien (but not the
                  terms and provisions) of each mortgage and to each underlying
                  lease which may at any time affect Landlord's interest in any
                  of the Land and Building (all such mortgages and leases being
                  collectively referred to herein as the "Underlying
                  Interests"), provided that each such Underlying Interest which
                  is a mortgage shall provide (or its holder shall agree in a
                  separate instrument) that in the event of any foreclosure of
                  such mortgage. Tenant will not be made a party defendant to
                  such foreclosure (Mitsui Fudosan America, Inc., which holds
                  the existing mortgages on Landlord's interest, hereby agrees,
                  by executing this Lease, that in the event of any foreclosure
                  of such mortgages, Tenant will not be made a part defendant to
                  such foreclosure) and each Underlying Interest which is a
                  lease (except the existing ground lease under which Landlord
                  is the lessee) shall provide (or the landlord thereunder shall
                  agree in a separate instrument) that Tenant's rights under and
                  in accordance with this Lease shall be recognized by such
                  landlord in the event that its direct tenant's estate shall
                  end under such lease, provided Tenant shall in such case agree
                  to attorn to such party as its direct landlord upon all of the
                  terms of this Lease (Tenant hereby agrees not to prepay rent
                  hereunder more than one month in advance of its due date
                  without the prior written consent of each holder of an
                  Underlying Interest) and provided that in all such cases,
                  Tenant's possession of the demised premises and its other
                  rights under this Lease shall not be disturbed by reason
                  thereof so long as there shall be no default by Tenant under
                  this Lease beyond the applicable grace periods hereunder
                  provided for the curing of such default.

                  (b) Tenant shall be entitled to rely upon any writing
                  purportedly executed on behalf of a holder of an Underlying
                  Interest, directing Tenant to make all future rent payments to
                  such holder and Tenant shall not be liable to Landlord for any
                  payment made to such holder in accordance with such notice.

Property Loss,
Damage Reimbursement
Indemnity:        8. Owner or its agents shall not be liable for any damage to
                  property of Tenant or of others entrusted to employees of the
                  building, nor for loss of or damage to any property of Tenant
                  by theft or otherwise, nor for any injury or damage to persons
                  or property resulting from any cause of whatsoever nature,
                  unless caused by or due to the willful misconduct or
                  negligence of Owner, its agents, servants or employees. Owner
                  or its agents will not be liable for any such damage caused by
                  other tenants or persons in, upon or about said building or
                  caused by operations in construction of any private, public or
                  quasi public work. If at any time any windows of the demised
                  premises are temporarily closed, darkened or bricked up (or
                  permanently closed, darkened or bricked up, if required by
                  law) for any reason whatsoever including, but not limited to
                  Owner's own acts, Owner shall not be liable for any damage
                  Tenant may sustain thereby and Tenant shall not be entitled to
                  any compensation therefor nor abatement or diminution of rent
                  nor shall the same release Tenant from its obligations
                  hereunder nor constitute an eviction. (See Article 49 of
                  Rider)

<PAGE>

Destruction,
Fire and Other
Casualty:         9. (a) If the demised premises or any part thereof shall be
                  damaged by fire or other casualty, Tenant shall give immediate
                  notice thereof to Owner and this lease shall continue in full
                  force and effect except as hereinafter set forth. (b) If the
                  demised premises are partially damaged or rendered partially
                  unusable by fire or other casualty, the damages thereto shall
                  be repaired by and at the expense of Owner and the rent and
                  other items of additional rent, until such repair shall be
                  substantially completed, shall be apportioned from the day
                  following the casualty according to the part of the premises
                  which is usable. (c) If the demised premises are totally
                  damaged or rendered wholly unusable by fire or other casualty,
                  then the rent and other items of additional rent as
                  hereinafter expressly provided shall be proportionately paid
                  up to the time of the casualty and thenceforth shall cease
                  until the date when the premises shall have been repaired and
                  restored by Owner (or sooner reoccupied in part by Tenant then
                  rent shall be apportioned as provided in subsection (b)
                  above), subject to Owner's right to elect not to restore the
                  same as hereinafter provided. (d) If the demised premises are
                  rendered wholly unusable or (whether or not the demised
                  premises are damaged in whole or in part) if the building
                  shall be so damaged that Owner shall decide to demolish it or
                  to rebuild it, then, in any such events, Owner may elect to
                  terminate this lease by written notice to Tenant, given within
                  90 days after such fire or casualty, or 30 days after
                  adjustment of the insurance claim for such fire or casualty,
                  whichever is sooner, specifying a date for the expiration of
                  the lease, which date shall not be more than 60 days after the
                  giving of such notice, and upon the date specified in such
                  notice the term of this lease shall expire as fully and
                  completely as if such date were the date set forth above for
                  the termination of this lease and Tenant shall forthwith quit,
                  surrender and vacate the premises without prejudice however,
                  to Landlord's rights and remedies against Tenant under the
                  lease provisions in effect prior to such termination, and any
                  rent owing shall be paid up to such date and any payments of
                  rent made by Tenant which were on account of any period
                  subsequent to such date shall be returned to Tenant. Unless
                  Owner shall serve a termination notice as provided for herein,
                  Owner shall make the repairs and restorations under the
                  conditions of (b) and (c) hereof, with all reasonable
                  expedition, subject to delays due to adjustment of insurance
                  claims, labor troubles and causes beyond Owner's control.
                  After any such casualty, Tenant shall cooperate with Owner's
                  restoration by removing from the premises as promptly as
                  reasonably possible, all of Tenant's salvageable inventory and
                  moveable equipment, furniture, and other property. Tenant's
                  liability for rent shall resume five (5) days after written
                  notice from Owner that the premises are substantially ready
                  for Tenant's occupancy. Tenant acknowledges that Owner will
                  not carry insurance on Tenant's furniture and/or furnishings
                  or any fixtures or equipment, improvements, or appurtenances
                  removable by Tenant and agrees that Owner will not be
                  obligated to repair any damage thereto or replace the same.
                  (f) Tenant hereby waives the provisions of Section 227 of the
                  Real Property Law and agrees that the provisions of this
                  article shall govern and control in lieu thereof, provided
                  however, Landlord shall provide notice to Tenant within sixty
                  (60) days from the date of the casualty setting forth
                  Landlord's reasonable estimate of the date upon which Landlord
                  will be able to substantially complete its repair and
                  restoration of the demised premises. If Landlord's notice
                  states that in Landlord's reasonable estimate such repair and
                  restoration shall not be able to be substantially completed
                  within six (6) months after the date of the casualty, then
                  Tenant shall have the right, to be exercised within seven (7)
                  days after the receipt of such notice to terminate this Lease
                  with ten (10) days prior notice. If Tenant shall exercise its
                  termination right hereunder, then upon the expiration of the
                  ten (10) day notice period, this Lease shall terminate
                  automatically as if the term of this Lease had expired. If
                  Landlord has initially estimated that it would be able to
                  substantially complete such restorations within such six (6)
                  month period but then is not able to do so, then Tenant with
                  ten (10) days prior written notice shall have the right to
                  terminate this Lease by notice to Landlord given no later than
                  seven (7) days and six (6) months from the date of the
                  casualty. If Tenant shall exercise its termination right
                  hereunder, then upon the aforesaid termination date, this
                  Lease shall terminate automatically as if the term of this
                  Lease had expired. Notwithstanding the foregoing, in the event
                  that the demised premises is damaged by fire or other casualty
                  during the last six (6) months of the Term which renders the
                  demised premises untenantable and Tenant ceases its business
                  activities therein as of the date of such occurrence, then
                  Tenant shall have the option to terminate this Lease as of the
                  date of such casualty upon ten (10) days' prior written notice
                  to Owner. If Tenant shall so exercise such termination right,
                  this Lease shall terminate on such date as if the term of this
                  Lease had expired. In the event of the termination of this
                  Lease by Landlord or Tenant pursuant to this Article, Tenant
                  shall forthwith quit, surrender and vacate the Demised
                  Premises without prejudice, however, to Landlord's rights and
                  remedies against Tenant under the Lease provisions in effect
                  prior to such termination, and any rent owing shall be paid up
                  to the date of such casualty and any payments of rent made by
                  Tenant which were on account of any period subsequent to such
                  date shall be returned to Tenant.

<PAGE>

                  Owner and Tenant each hereby release and discharge the other
                  party and any officer, agent, employee or representative of
                  such party from any liability for loss or damage to property
                  caused by fire or other casualty.

Eminent Domain:   10. If the whole or any part of the demised premises shall be
                  acquired or condemned by Eminent Domain for any public or
                  quasi public use or purpose, then and in that event, the term
                  of this lease shall cease and terminate from the date of title
                  vesting in such proceeding and Tenant shall have no claim for
                  the value of any unexpired term of said lease and assigns to
                  Owner, Tenant's entire interest in any such award.

assignment
Mortgage, Etc.:   11. (See Article 42 of Rider)



Electric
Current:          12. (See Article 43 of Rider)



Access to
Premises:         13. (See Article 44 of Rider)



Vault, Vault
Space, Area:      14. No Vaults, vault space or area, whether or not enclosed or
                  covered, not within the property line of the building is
                  leased hereunder, anything contained in or indicated on any
                  sketch, blue print or plan, or anything contained elsewhere in
                  this lease to the contrary notwithstanding. Owner makes no
                  representation as to the location of the property line of the
                  building. All vaults and vault space and all such areas not
                  within the property line of the building, which Tenant may be
                  permitted to use and/or occupy, is to be used and/or occupied
                  under a revocable license, and if any such license be revoked,
                  or if the amount of such space or area be diminished or
                  required by any federal, state or municipal authority or
                  public utility, Owner shall not be subject to any liability
                  nor shall Tenant be entitled to any compensation or diminution
                  or abatement of rent, nor shall such revocation, diminution or
                  requisition be deemed constructive or actual eviction. Any
                  tax, fee or charge of municipal authorities for such vault or
                  area shall be paid by Tenant.

Occupancy:        15. Tenant will not at any time use or occupy the demised
                  premises in violation of the certificate of occupancy issued
                  for the building of which the demised premises are a part.
                  Tenant has inspected the premises and accepts them as is. In
                  any event, Owner makes no representation as to the condition
                  of the premises and Tenant agrees to accept the same subject
                  to violations .

Bankruptcy:       16. (a) Anything elsewhere in this lease to the contrary
                  notwithstanding, this lease may be cancelled by Owner by the
                  sending of a written notice to Tenant within a reasonable time
                  after the happening of any one or more of the following
                  events: (1) the commencement of a case in bankruptcy or under
                  the laws of any state naming Tenant as the debtor; or (2) the
                  making by Tenant of an assignment or any other arrangement for
                  the benefit of creditors under any state statute or (3) after
                  the conclusion of all Tenant's bankruptcy proceedings and any
                  related cases and appeals of such proceedings and cases.
                  Neither Tenant nor any person claiming through or under
                  Tenant, or by reason of any statute or order of court, shall
                  thereafter be entitled to possession of the premises demised
                  but shall forthwith quit and surrender the premises. If this
                  lease shall be assigned in accordance with its terms, the
                  provisions of this Article 16 shall be applicable only to the
                  party then owning Tenant's interest in this lease, provided
                  however, if this Lease is assumed or assigned under Title 11
                  of the U.S. Code (bankruptcy code) or any similar Federal or
                  State statute, then the provisions of this Article 16 may be
                  applicable, at Owner's option, to both the Tenant and the
                  Party then owning Tenant's interest in this lease.

<PAGE>

                  (b) it is stipulated and agreed that in the event of the
                  termination of this lease pursuant to (a) hereof, Owner shall
                  forthwith, notwithstanding any other provisions of this lease
                  to the contrary, be entitled to recover from Tenant as and for
                  liquidated damages an amount equal to the difference between
                  the rent reserved hereunder for the unexpired portion of the
                  term demised and the fair and reasonable rental value of the
                  demised premises for the same period. In the computation of
                  such damages the difference between any installment of rent
                  becoming due hereunder after the date of termination and the
                  fair and reasonable rental value of the demised premises for
                  the period for which such installment was payable shall be
                  discounted to the date of termination at the rate of four (4%)
                  percent per annum. If such premises or any part thereof be
                  re-let by the Owner for the unexpired term of said lease, or
                  any part thereof, before presentation of proof of such
                  liquidated damages to any court, commission or tribunal, the
                  amount of rent reserved upon such re-letting shall be deemed
                  to be the fair and reasonable rental value for the part or the
                  whole of the premises so re-let during the term of the
                  re-letting. Nothing herein contained shall limit or prejudice
                  the right of the Owner to prove for and obtain as liquidated
                  damages by reason of such termination, 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 the amount of the difference
                  referred to above. (See Article 41 of Rider)

Default:          17. (1) If Tenant defaults in fulfilling any of the covenants
                  of this lease other than the covenants for the payment of rent
                  or additional rent; or if the demised premises become vacant
                  or deserted; or if any execution or attachment shall be issued
                  against Tenant or any of Tenant's property whereupon the
                  demised premises shall be taken or occupied by someone other
                  than Tenant; or if this lease be rejected under Title 11 of
                  the U.S. Code (bankruptcy code); or if Tenant shall fail to
                  move into or take possession of the premises within fifteen
                  (15) days after the commencement of the term of this lease,
                  then, in any one or more of such events, upon Owner serving a
                  written thirty (30) days notice upon Tenant specifying the
                  nature of said default and upon the expiration of the said
                  thirty (30) days, if Tenant shall have failed to comply with
                  or remedy such default, or if the said default or omission
                  complained of shall be of a nature that the same cannot be
                  completely cured or remedied within said thirty (30) day
                  period, and if Tenant shall not have diligently commenced
                  curing such default within such thirty (30) day period, and
                  shall not thereafter with reasonable diligence and in good
                  faith, proceed to remedy or cure such default, then Owner may
                  serve a written fifteen (15) days' notice of cancellation of
                  this lease upon Tenant, and upon the expiration of said
                  fifteen (15) days this lease and the term thereunder shall end
                  and expire as fully and completely as if the expiration of
                  such fifteen (15) day period were the day herein definitely
                  fixed for the end and expiration of this lease and the term
                  thereof and Tenant shall then quit and surrender the demised
                  premises to Owner but Tenant shall remain liable as
                  hereinafter provided.

                  (2) If the notice provided for in (1) hereof shall have been
                  given, and the term shall expire as aforesaid; or if Tenant
                  shall make default in the payment of the rent reserved herein
                  or any item of additional rent herein mentioned or any part of
                  either or in making any other payment herein required; and
                  (subject to Article 56) such default in payment remains
                  uncured for five (5) days after notice from Landlord, then and
                  in any of such events Owner may without notice, re-enter the
                  demised premises, and dispossess Tenant by summary proceedings
                  or otherwise, and the legal representative of Tenant or other
                  occupant of demised premises and remove their effects and hold
                  the premises as if this lease has not been made, and Tenant
                  hereby waives the service of notice of intention to re-enter
                  or to institute legal proceedings to that end. If Tenant shall
                  make default hereunder prior to the date fixed as the
                  commencement of any renewal or extension of this lease, and
                  Landlord terminates this Lease in consequence thereof pursuant
                  to this Article 17 Owner may cancel and terminate such renewal
                  or extension agreement by written notice. (See Articles 45 and
                  56 of Rider)

<PAGE>

Remedies of
Owner and
Waiver of
Redemption:       18. In case of any such default, re-entry, expiration and/or
                  dispossess by summary proceedings or otherwise, (a) the rent
                  which shall have accrued up to the date of such re-entry,
                  expiration or dispossess shall become due thereupon and be
                  paid up to the time of such re-entry, dispossess and/or
                  expiration, (b) Owner may re-let the premises or any part or
                  parts thereof, either in the name of Owner or otherwise, for a
                  term or terms, which may at Owner's option be less than or
                  exceed the period which would otherwise have constituted the
                  balance of the term of this lease and may grant concessions or
                  free rent or charge a higher rental than that in this lease,
                  and/or (c) Tenant or the legal representatives of Tenant shall
                  also pay Owner as liquidated damages for the failure of Tenant
                  to observe and perform said Tenant's covenants herein
                  contained, at Landlord's option, either (i) any deficiency
                  between the rent hereby reserved and/or covenanted to be paid
                  and the net amount, if any, of the rents collected on account
                  of the lease or leases of the demised premises for each month
                  of the period which would otherwise have constituted the
                  balance of the term of this lease or, (ii) the net present
                  value as of the date of such re-entry, expiration or
                  dispossess of the excess of (x) the rental stream under the
                  Lease for the scheduled remainder of the Term is above (y) the
                  fair market rental value of the Demised Premises for the
                  scheduled remainder of the Term. The failure of Owner to
                  re-let the premises or any part or parts thereof shall not
                  release or affect Tenant's liability for damages. In computing
                  such liquidated damages there shall be added to the said
                  deficiency such expenses as Owner may incur in connection with
                  re-letting, such as legal expenses, reasonable attorneys'
                  fees, brokerage, advertising and for keeping the demised
                  premises in good order or for preparing the same for
                  re-letting. Any such liquidated damages shall be paid in
                  monthly installments by Tenant on the rent day specified in
                  this lease and any suit brought to collect the amount of the
                  deficiency for any month shall not prejudice in any way the
                  rights of Owner to collect the deficiency for any subsequent
                  month by a similar proceeding. Owner, in putting the demised
                  premises in good order or preparing the same for re-rental
                  may, at Owner's option, make such alterations, repairs,
                  replacements, and/or decorations in the demised premises as
                  Owner, in Owner's sole judgment, considers advisable and
                  necessary for the purpose of re-letting the demised premises,
                  and the making of such alterations, repairs, replacements,
                  and/or decorations shall not operate or be construed to
                  release Tenant from liability hereunder as aforesaid. Owner
                  shall in no event be liable in any way whatsoever for failure
                  to re-let the demised premises, or in the event that the
                  demised premises are re-let, for failure to collect the rent
                  thereof under such re-letting, and in no event shall Tenant be
                  entitled to receive any excess, if any, of such net rent
                  collected over the sums payable by Tenant to Owner hereunder.
                  In the event of a breach of threatened breach by Tenant of any
                  of the covenants or provisions hereof, Owner shall have the
                  right of injunction and the right to invoke any remedy allowed
                  at law or in equity as if re-entry, summary proceedings and
                  other remedies were not herein provided for. Mention in this
                  lease of any particular remedy, shall not preclude Owner from
                  any other remedy, in law or in equity. Tenant hereby expressly
                  waives any and all rights of redemption granted by or under
                  any present or future laws in the event of Tenant being
                  evicted or dispossessed for any cause, or in the event of
                  Owner obtaining possession of demised premises, by reason of
                  the violation by Tenant of any of the covenants and conditions
                  of this lease, or otherwise. (See Article 49 of Rider)

<PAGE>

Fees and
Expenses:         19. If Tenant shall default in the observance or performance
                  of any term or covenant on Tenant's part to be observed or
                  performed under or by virtue of any of the terms or provisions
                  in any article of this lease, and all applicable grace, notice
                  and cure periods have expired, then, unless otherwise provided
                  elsewhere in this lease, Owner may immediately or at any time
                  thereafter and without notice perform the obligation of Tenant
                  thereunder. If Owner, in connection with the foregoing or in
                  connection with any default by Tenant in the covenant to pay
                  rent hereunder, reasonably makes any expenditures or incurs
                  any obligations for the payment of money, including but not
                  limited to reasonable attorney's fees, in instituting,
                  prosecuting or defending any action or proceeding, and
                  prevails in any such action or proceeding then Tenant will
                  reimburse Owner for such sums so paid or obligations incurred
                  with interest and costs. The foregoing expenses incurred by
                  reason of Tenant's default shall be deemed to be additional
                  rent hereunder and shall be paid by Tenant to Owner within
                  five (5) days of rendition of any bill or statement to Tenant
                  therefor. If Tenant's lease term shall have expired at the
                  time of making of such expenditures or incurring of such
                  obligations, such sums shall be recoverable by Owner as
                  damages.

Building
Alterations
and Management:   20. Owner shall have the right at any time without the same
                  constituting an eviction and without incurring liability to
                  Tenant therefor to change the arrangement and/or location of
                  public entrances, passageways, doors, doorways, corridors,
                  elevators, stairs, toilets or other public parts of the
                  building and to change the name, number or designation by
                  which the building may be known. There shall be no allowance
                  to Tenant for diminution of rental value and no liability on
                  the part of Owner by reason of inconvenience, annoyance or
                  injury to business arising from Owner or other Tenants making
                  any repairs in the building or any such alterations, additions
                  and improvements. Furthermore, Tenant shall not have any claim
                  against Owner by reason of Owner's imposition of such controls
                  of the manner of access to the building by Tenant's social or
                  business visitors as the Owner may deem necessary for the
                  security of the building and its occupants.

No Representations
by Owner:         21. Neither Owner nor Owner's agents have made any
                  representations or promises with respect to the physical
                  condition of the building, the land upon which it is erected
                  or the demised premises, the rents, leases, expenses of
                  operation or any other matter or thing affecting or related to
                  the premises except as herein expressly set forth and no
                  rights, easements or licenses are acquired by Tenant by
                  implication or otherwise except as expressly set forth in the
                  provisions of this lease. Tenant has inspected the building
                  and the demised premises and is thoroughly acquainted with
                  their condition and agrees to take the same "as is" and
                  acknowledges that the taking of possession of the demised
                  premises by Tenant shall be conclusive evidence that the said
                  premises and the building of which the same form a part were
                  in good and satisfactory condition at the time such possession
                  was so taken, except as to latent defects. All understandings
                  and agreements heretofore made between the parties hereto are
                  merged in this contract, which alone fully and completely
                  expresses the agreement between Owner and Tenant and any
                  executory agreement hereafter made shall be ineffective to
                  change, modify, discharge or effect an abandonment of it in
                  whole or in part, unless such executory agreement is in
                  writing and signed by the party against whom enforcement of
                  the change, modification, discharge or abandonment is sought.

End of Term:      22. Upon the expiration or other termination of the term of
                  this lease, Tenant shall quit and surrender to Owner the
                  demised premises, broom clean, in good order and condition,
                  ordinary wear and damages which Tenant is not required to
                  repair as provided elsewhere in this lease excepted, and
                  Tenant shall remove all its property. Tenant's obligation to
                  observe or perform this covenant shall survive the expiration
                  or other termination of this lease. (See Article 49 of Rider)

<PAGE>

Quite
Enjoyment:        23. Owner covenants and agrees with Tenant that upon Tenant
                  paying the rent and additional rent and observing and
                  performing all the terms, covenants and conditions, on
                  Tenant's part to be observed and performed, Tenant may
                  peaceably and quietly enjoy the premises hereby demised,
                  subject, nevertheless, to the terms and conditions of this
                  lease including, but not limited to, Article 31 hereof and to
                  the ground leases, underlying leases and mortgages
                  hereinbefore mentioned.

Failure to
Give Possession:  24. If permission is given to Tenant to enter into the
                  possession of the demised premises or to occupy premises other
                  than the demised premises prior to the date specified as the
                  commencement of the term of this lease, Tenant covenants and
                  agrees that such possession and/or occupancy shall be deemed
                  to be under all the terms, covenants, conditions and
                  provisions of this lease except the obligation to pay the
                  fixed annual rent set forth in the preamble of this lease. The
                  provisions of this article are intended to constitute "an
                  express provision to the contrary" within the meaning of
                  Section 223-a of the New York Real Property Law.

No Waiver:        25. The failure of Owner or Tenant to seek redress for
                  violation of, or to insist upon the strict performance of any
                  covenant or condition of this lease or of any of the Rules or
                  Regulations, set forth or hereafter adopted by Owner, shall
                  not prevent a subsequent act which would have originally
                  constituted a violation from having all the force and effect
                  of an original violation. The receipt by Owner of rent and/or
                  additional rent with knowledge of the breach of any covenant
                  of this lease shall not be deemed a waiver of such breach and
                  no provision of this lease shall be deemed to have been waived
                  by Owner unless such waiver be in writing signed by Owner. No
                  payment by Tenant or receipt by Owner of a lesser amount than
                  the monthly rent herein stipulated shall be deemed to be other
                  than on account of the earliest stipulated rent, nor shall any
                  endorsement or statement of any check or any letter
                  accompanying any check or payment as rent be deemed an accord
                  and satisfaction, and Owner may accept such check or payment
                  without prejudice to Owner's right to recover the balance of
                  such rent or pursue any other remedy in this lease provided.
                  No act or thing done by Owner or Owner's agents during the
                  term hereby demised shall be deemed an acceptance of a
                  surrender of said premises, and no agreement to accept such
                  surrender shall be valid unless in writing signed by Owner. No
                  employee of Owner or Owner's agent shall have any power to
                  accept the keys of said premises prior to the termination of
                  the lease and the delivery of keys to any such agent or
                  employee shall not operate as a termination of the lease or a
                  surrender of the premises.

Waiver of
Trial by Jury:    26. It is mutually agreed by and between Owner and Tenant that
                  the respective parties hereto shall and they hereby do waive
                  trial by jury in any action, proceeding or counterclaim
                  brought by either of the parties hereto against the other
                  (except for personal injury or property damage) on any matters
                  whatsoever arising out of or in any way connected with this
                  lease, the relationship of Owner and Tenant, Tenant's use of
                  or occupancy of said premises, and any emergency statutory or
                  any other statutory remedy. It is further mutually agreed that
                  in the event Owner commences any proceeding or action for
                  possession including a summary proceeding for possession of
                  the premises, Tenant will not interpose any counterclaim of
                  whatever nature or description in any such proceeding
                  including a counterclaim under Article 4 except for statutory
                  mandatory counterclaims.

<PAGE>

Inability to
Perform:          27. This Lease and the obligation of Tenant to pay rent
                  hereunder and perform all of the other covenants and
                  agreements hereunder on the part of Tenant to be performed
                  shall in no wise be affected, impaired or excused because
                  Owner 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, fixtures or other materials if Owner is
                  prevented or delayed from so doing by reason of strike or
                  labor troubles or any cause whatsoever including, but not
                  limited to, government preemption or restrictions or by reason
                  of any rule, order or regulation of any department or
                  subdivision thereof or any government agency or by reason of
                  the conditions which have been or are affected, either
                  directly or indirectly, by war or other emergency.

Bills and Notices:  28. (See Article 47 of Rider).

Services
Provided by
Owners:           29. Water for ordinary lavatory purposes, but if Tenant uses
                  or consumes water for any other purposes or in unusual
                  quantities (of which fact Owner shall be the sole judge),
                  Owner may install a water meter at Tenant's expense which
                  Tenant shall thereafter maintain at Tenant's expense in good
                  working order and repair to register such water consumption
                  and Tenant shall pay for water consumed as shown on said meter
                  as additional rent as and when bills are rendered; (d)
                  cleaning service for the demised premises on business days as
                  set forth in Schedule E at Owner's expense provided that the
                  same are kept in order by Tenant. Owner reserves the right to
                  stop services of the heating, elevators, plumbing,
                  air-conditioning, electric, power systems or cleaning or other
                  services, if any, when necessary by reason of accident or for
                  repairs, alterations, replacements or improvements necessary
                  or desirable in the judgment of Owner for as long as may be
                  reasonably required by reason thereof. The same shall be done
                  with a minimum of inconvenience to Tenant and Owner shall
                  pursue the repairs, alterations, replacements or improvements
                  with due diligence.

Captions:         30. The Captions are inserted only as a matter of convenience
                  and for reference and in no way define, limit or describe the
                  scope of this lease nor the intent of any provisions thereof.

<PAGE>

Definitions:      31. The term "office", or "offices", wherever used in this
                  lease, shall not be construed to mean premises used as a store
                  or stores, for the sale or display, at any time, of goods,
                  wares or merchandise, of any kind, or as a restraint, shop,
                  booth, bootblack or other stand, barber shop, or for other
                  similar purposes or for manufacturing. The term "Owner" means
                  a landlord or lessor, and as used in this lease means only the
                  owner, or the mortgagee in possession, for the time being of
                  the land and building (or the owner of a lease of the building
                  or of the land and building) of which the demised premises
                  form a part, so that in the event of any sale or sales of said
                  land and building or of said lease, or in the event of a lease
                  of said building, or of the land and building, the said Owner
                  shall be and hereby is entirely freed and relieved of all
                  covenants and obligations of Owner hereunder, and it shall be
                  deemed and construed without further agreement between the
                  parties or their successors in interest, or between the
                  parties and the purchaser, at any such sale, or the said
                  lessee of the building, or of the land and building, that the
                  purchaser or the lessee of the building has assumed and agreed
                  to carry out any and all covenants and obligations of Owner,
                  hereunder. The words "re-enter" and "re-entry" as used in this
                  lease are not restricted to their technical legal meaning. The
                  term "business days" as used in this lease shall mean all days
                  except Saturdays, Sundays and all days as observed by the
                  City, State or Federal Government as legal holidays and those
                  designated as holidays by the applicable building service
                  union employees service contract or by the applicable
                  Operating Engineers contract with respect to HVAC service.
                  Wherever it is expressly provided in this lease that consent
                  shall not be unreasonably withheld, such consent shall not be
                  unreasonably delayed.

Adjacent
Excavation
Shoring:          32. If an excavation shall be made upon land adjacent to the
                  demised premises, or shall be authorized to be made, Tenant
                  shall afford to the person causing or authorized to cause such
                  excavation, license to enter upon the demised premises for the
                  purpose of doing such work as said person shall deem necessary
                  to preserve the wall or the building of which demised premises
                  form a part from injury or damage and to support the same by
                  proper foundations without any claim for damages or indemnity
                  against Owner, or diminution or abatement of rent.

Rules and
Regulations:      33. Tenant and Tenant's servants, employees, agents, visitors,
                  and licensees shall observe faithfully, and comply strictly
                  with, the Rules and Regulations as set forth in Schedule D
                  hereof and such other and further reasonable Rules and
                  Regulations as Owner or Owner's agents may from time to time
                  adopt. Notice of any additional rules or regulations shall be
                  given to Tenant in such manner provided in Article 47 of this
                  Lease. In case Tenant disputes the reasonableness of any
                  additional Rule or Regulation hereafter made or adopted by
                  Owner or Owner's agents, the parties hereto agree to submit
                  the question of the reasonableness of such Rule or Regulation
                  for decision to the New York office of the American
                  Arbitration Association, whose determination shall be final
                  and conclusive upon the parties hereto. The right to dispute
                  the reasonableness of any additional Rule or Regulation upon
                  Tenant's part shall be deemed waived unless the same shall be
                  asserted by service of a notice, in writing upon Owner within
                  fifteen (15) days after the giving of notice thereof. Nothing
                  in this lease contained shall be construed to impose upon
                  Owner any duty or obligation to enforce the Rules and
                  Regulations or terms, covenants or conditions in any other
                  lease, as against any other tenant and Owner shall not be
                  liable to Tenant for violation of the same by any other
                  tenant, its servants, employees, agents, visitors or
                  licensees.

<PAGE>

Security          34. See Article 50 of Rider.

Estoppel
Certificate:      35. Tenant, at any time, and from time to time, upon at least
                  10 days' prior notice by Owner, shall execute, acknowledge and
                  deliver to Owner, and/or to any other person, firm or
                  corporation specified by Owner, 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
                  and effect as modified and stating the modifications), stating
                  the dates to which the rent and additional rent have been
                  paid, and stating whether or not there exists any default by
                  Owner under this Lease, and, if so, specifying each such
                  default.

Successors and
Assigns:          36. The covenants, conditions and agreements contained in this
                  lease shall bind and inure to the benefit of Owner and Tenant
                  and their respective heirs, distributees, executors,
                  administrators, successors, and except as otherwise provided
                  in this lease, their assigns. Tenant shall look only to
                  Owner's estate and interest in the land and building, for the
                  satisfaction of Tenant's remedies for the collection of a
                  judgment (or other judicial process) against Owner in the
                  event of a default by Owner hereunder, and no other property
                  or assets of such Owner (or any partner, member, officer or
                  director thereof, disclosed or undisclosed), 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 Owner and Tenant hereunder, or
                  Tenant's use and occupancy of the demised premises.


                 ---------------------------------------------


In Witness Whereof, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.



 ............................................


Witness for Tenant:


 ............................................



LANDLORD:


461 Fifth Avenue Associates, LLC


By:     Mitsui Fudosan America, Inc.


        By:      /s/
           ---------------------------------
             Name:
             Title


LEASEHOLD MORTGAGEE


Mitsui Fudosan America, Inc.


By:      /s/
   -----------------------------------------
     Name:
     Title:


TENANT:


Cross Media Marketing Corp.


By: /s/ Richard Kaufman
   -----------------------------------------
     Name:  Richard Kaufman
     Title: President

<PAGE>

                        LEASE RIDER FOR 461 Fifth Avenue
                       TENANT: Cross Media Marketing Corp.
                            SPACE: Entire 19th Floor


                                   ARTICLE 37


                          COMMENCEMENT AND END OF TERM

        37.01 A. The "Commencement Date" of the Term shall be the date on which
Landlord delivers a fully executed copy of this Lease to Tenant or its designee.

        B. The "Expiration Date" of the Term shall be the last day of the month
following the month in which the tenth (10th) anniversary of the Commencement
Date shall occur.

        C. The term "Lease Year" or "lease year" as used in this Lease shall
mean each successive twelve (12) month period, respectively, commencing on the
Commencement Date and its successive anniversaries.


                                   ARTICLE 38


                           TAX AND EXPENSE ESCALATION

        38.01 A. For purposes hereof, the following definitions shall apply:

               (a) The term "Base Tax" shall mean the average of the Taxes (as
        hereinafter defined) for the July 1, 2000 to June 30, 2001 and the July
        1, 2001 to June 30, 2002 New York City real estate tax fiscal years.

               (b) The term "Tax Year" shall mean each period of twelve (12)
        months which includes any part of the Term which now or hereafter is or
        may be duly adopted as the fiscal year for real estate tax purposes of
        the City of New York.

               (c) The term "Taxes" shall mean (i) all real estate taxes,
        assessments, sewer and water rents, governmental levies, municipal
        taxes, county taxes or any other governmental charge, general or
        special, ordinary or extraordinary, unforeseen as well as foreseen, of
        any kind or nature whatsoever, which are or may be assessed, levied or
        imposed upon all or any part of the Property and the sidewalks, plazas
        or streets adjacent thereto, including any tax, excise or fee measured
        by or payable with respect to any rent (other than any occupancy or rent
        tax payable by Tenant pursuant to Article 38.03), and levied against
        Landlord and/or the Property under the laws of the United States, the
        City or State of New York, or any political subdivision thereof, and
        (ii) any commercially reasonable expenses incurred by Landlord,
        including commercially reasonable fees paid to attorneys and appraisers,
        in contesting any of the items set forth in this subclause (c)(i), or
        the assessed valuations of all or any part of the Property. If due to a
        future change in the method of taxation or in the taxing authority, a
        new or additional real estate tax, however designated, shall be levied
        against Landlord, and/or the Property, in addition to, or in
        substitution in whole or in part for any tax which would constitute
        Taxes, or in lieu of additional Taxes, such tax or imposition shall be
        deemed for the purposes hereof to be included within the term Taxes.
        There shall not be included in the term "Taxes," any interest or penalty
        which results from Landlord's failure to pay Taxes before delinquency.

               (d) The term "Tenant's Tax Share" shall mean three and
        twenty-four one-hundredths percent (3.24%).

               (e) The term "Escalation Statement" shall mean a statement
        certified by Landlord setting forth the amount payable by Tenant for a
        specified Tax Year or Operating Year (as hereinafter defined), as the
        case may be, or for some portion thereof pursuant to this Article 38.

        B. Tenant shall pay to Landlord as additional rent for each Tax Year a
sum equal to Tenant's Tax Share of the amount by which the Taxes for such Tax
Year exceed the Base Tax ("Tenant's Tax Payment"). At the beginning of each Tax
Year, Landlord shall furnish Tenant an annual Escalation Statement (subject to
revision as hereinafter provided) for such Tax Year setting forth Tenant's Tax
Payment for such Tax Year. Upon request of Tenant from time to time after
Tenant's receipt of an Escalation Statement, Landlord shall furnish Tenant with
a copy of its tax bill for the Property for the relevant Tax Year. Tenant's Tax
Payment shall be due and payable in installments on the first day of each month
during such Tax Year in an amount equal to one-twelfth (1/12th) of such Tenant's
Tax Payment for such Tax Year. If an annual Escalation Statement is furnished to
the Tenant after the commencement of the Tax Year to which it relates, then (a)
until such Escalation Statement is rendered, Tenant shall pay Tenant's Tax
Payment for such Tax Year in installments based upon the last Escalation
Statement rendered to Tenant with respect to Taxes and (b) Tenant shall, within
thirty (30) days after such annual Escalation Statement is furnished to Tenant,
pay to Landlord an amount equal to any underpayment of the installments of
Tenant's Tax Payment theretofore paid by Tenant for such Tax Year and, in the
event of an overpayment by Tenant, Landlord shall allow credits in an aggregate
amount of such overpayment to Tenant against subsequent payments of Fixed Annual
Rent and additional rent payable under this Article 38.01; provided, however,
that if such credits for overpayment of Taxes or a portion thereof are due and
owing to Tenant after the termination of this Lease and after all

<PAGE>

Fixed Annual Rent and additional rent obligations of Tenant under this Lease
have been paid to Landlord, then Landlord shall pay promptly to Tenant the
amount of such credits then due and owing to Tenant. If there shall be any
increase in Taxes for any Tax Year, whether during or after such Tax Year,
Landlord shall furnish a revised Escalation Statement for such Tax Year to
Tenant, and Tenant's Tax Payment for such Tax Year shall be adjusted and paid or
credited, as appropriate, in the same manner as provided in the preceding
sentence. If during the Term, Taxes are required to be paid to the appropriate
taxing authorities on any date or dates other than as presently required, then
Tenant's Tax Payments shall be correspondingly accelerated or revised so that
said Tenant's Tax Payments aggregating Tenant's portion thereof are due at least
thirty (30) days prior to the date such payments are due to the taxing
authorities. The benefit of any discount for any early payment or prepayment of
Taxes shall accrue solely to the benefit of Landlord and such discount shall not
be subtracted from Taxes.

        C. If Landlord shall receive a refund of Taxes for any Tax Year,
Landlord shall allow a credit to Tenant against subsequent payments of Fixed
Annual Rent and additional rent payable under this Article 38.01, equal to
Tenant's Tax Share of the refund, but not in excess of Tenant's Tax Payment paid
for such Tax Year; provided, however, that if such credit or a portion thereof
is due and owing to Tenant after the termination of this Lease and after all
Fixed Annual Rent and additional rent obligations of Tenant under this Lease
have been paid to Landlord, then Landlord shall pay promptly to Tenant the
amount of such credit then due and owing to Tenant.

        38.02  A.  For purposes hereof, the following definitions shall apply:

               (a) The term "Expense Base Factor" shall mean the Expenses (as
        hereinafter defined) of the Building during the 2001 calendar year.

               (b) The term "Operating Year" shall mean each calendar year which
        includes any part of the Term.

               (c) The term "Tenant's Expense Share" shall mean three and
        seventy-four one-hundredths percent (3.74%).

               (d) The term "Expenses" shall mean the total of all the costs and
        expenses (and taxes thereon, if any) incurred by Landlord with respect
        to the operation and maintenance of the Property and the services
        provided to the tenants of the Building computed on an accrual basis in
        accordance with generally applied real estate practices, consistently
        applied, including, without limitation, the following costs and expenses
        to the extent the same are not excluded as one of the "Operating Expense
        Exclusions" (as hereinafter defined), with respect to: steam, gas and
        any other fuel or utilities; water rates and sewer rents; air
        conditioning for areas other than those leased to individual tenants;
        heating and related ventilation; electricity as indicated by meter for
        areas other than those leased to individual tenants, or if there be no
        meter, as determined by a reputable, independent electrical consultant
        selected by Landlord whose determinations shall be binding on Landlord
        and Tenant ("Landlord's Electrical Consultant"); elevators and
        escalators; metal, elevator cab, lobby, plaza, basement gardens,
        sidewalk, curb and other public area maintenance and cleaning; interior
        and exterior landscaping and decoration; painting of non-tenant areas;
        window cleaning; building standard cleaning service supplied to tenants
        by Landlord; the purchase price or rental cost, as applicable, of all
        non-capital building and cleaning supplies, tools, materials, machinery
        and equipment and certain capital expenditures which are specified below
        as exceptions to exclusions; depreciation of hand tools and other
        movable equipment used in the operation or maintenance of the Property;
        fire, extended coverage, boiler and machinery, sprinkler apparatus,
        public liability and property damage, loss of rental, fidelity and plate
        glass insurance and any other insurance required by the holder of any
        mortgage or ground lease covering the Property or customarily carried
        with respect to buildings similar to the Building; wages, and salaries,
        training costs, bonuses, disability benefits, hospitalization, medical,
        surgical, union and general welfare benefits (including group life
        insurance), any pension, retirement or life insurance plan and other
        benefit or similar expense respecting employees of the Landlord up to
        and including the level of the building manager; uniforms and working
        clothes for such employees and the cleaning and replacement thereof;
        expenses imposed on the Landlord pursuant to law or to any collective
        bargaining agreement with respect to such employees; workmen's
        compensation insurance, payroll, social security, unemployment and other
        similar taxes with respect to such employees; salaries of bookkeepers
        and accountants; commercially reasonable professional and consulting
        fees, including legal and accounting fees; charges for independent
        contractors performing work included within the definition of Expenses;
        business improvement district or similar association fees or dues;
        telephone charges and stationery; guards, watchmen, and other security
        personnel services and/or systems; maintenance of the Building
        directory; Building telephone(s); non-capital repairs, replacements and
        improvements which are necessary or appropriate for the continued
        operation of the Building as a first-class office building; and
        management fees for the management of the Building, or if no managing
        agent is employed by Landlord, a sum in lieu thereof which is not in
        excess of the then prevailing rates for management fees in the Borough
        of Manhattan for first class office buildings similar to the Building.

               (e) The following costs and expenses are excluded from Expenses
        ("Operating Expense Exclusions"):

                      (i) the cost of electricity, if any, furnished to the
               Demised Premises and other space leased to tenants as measured by
               meters, or if there be no meters, as determined by Landlord's
               Electrical Consultant;

                      (ii) expenses incurred by Landlord to lease space to a new
               tenant or to retain existing tenants including leasing
               commissions, advertising and promotional expenditures;

<PAGE>

                      (iii) expenses incurred by Landlord to prepare, renovate,
               repaint, decorate or perform any other work in any space leased
               to an existing tenant or prospective tenant of the Building;

                      (iv) salaries for Landlord's executives above the grade of
               building manager;

                      (v) amounts received by Landlord through proceeds of
               insurance to the extent the proceeds are compensation for
               expenses which were previously included in Expenses hereunder;

                      (vi) cost of repairs or replacements incurred by reason of
               fire or other casualty or condemnation to the extent to which
               Landlord is compensated therefor through proceeds of insurance or
               condemnation award;

                      (vii) advertising and promotional expenditures other than
               for prospective building employees of the Landlord (which
               expenditures shall be included within the definition of
               Expenses);

                      (viii) Taxes;

                      (ix) expenses for the replacement of any item covered
               under any third party warranty to the extent such sum is
               collectible by Landlord under such warranty;

                      (x)    reserves;

                      (xi) costs for performing Landlord's work for any
               individual tenant or for performing work or furnishing services
               to or for individual tenants at such tenant's expense;

                      (xii) expenditures for capital improvements except those
               set forth in 38.02.A.(f) below and except those which under
               generally applied real estate practice are expensed or regarded
               as deferred expenses and except for capital expenditures required
               by law or insurance requirements, in either of which cases the
               cost thereof shall be included in Expenses for the comparative
               year in which the costs are incurred and subsequent comparative
               years, on a straight line basis, to the extent that such items
               are amortized over an appropriate period, but not more than ten
               (10) years, with interest at an annual rate of two percent (2%)
               in excess of the prime interest rate of Chase Bank, as publicly
               announced from time to time or if Chase Bank shall cease to exist
               or cease to announce such rate, any similar rate designated by
               Landlord which is publicly announced from time to time by any
               other bank in the City of New York having combined capital and
               surplus in excess of One Hundred Million Dollars ($100,000,000)
               ("Prime Rate");

                      (xiii) payments on account of rent under a ground lease
               (if any) of the Land and/or Building and on account of or under
               any mortgage on the Property and the costs and expenses of
               refinancing same;

                      (xiv) depreciation and amortization of any portion of the
               Property except as expressly herein permitted;

                      (xv) expenses incurred by Landlord to resolve disputes,
               enforce or negotiate lease terms with prospective or existing
               tenants or in connection with any ground leasing, financing, sale
               or syndication of the Property;

                      (xvi) interest, principal, points and fees, amortization
               or other costs associated with any debt (except as herein
               expressly permitted) and rent payable under any lease and all
               costs and expenses associated with any such debt or lease;

                      (xvii) any penalty or fine incurred by Landlord due to
               Landlord's violation of any federal, state, or local law or
               regulation, compliance with which is the responsibility of
               Landlord hereunder and any interest or penalties due for late
               payment by Landlord of any of the Expenses;

                      (xviii) expenses for any item or service for which Tenant
               pays directly to a third party or separately reimburses Landlord
               and expenses incurred by Landlord to the extent the same are
               reimbursable or reimbursed from any other tenant, occupants of
               the property, or third parties other than as escalation rent
               pursuant to a provision similar to this Article 38;

                      (xix) expenses for providing any item or service to any
               other tenants in the Building but not provided to Tenant;

                      (xx) a property management fee for the Building in excess
               of commercially reasonable rates;

                      (xxi) salaries of (i) employees above the grade of
               building manager, and (ii) that portion of Landlord's expenses
               which is not allocable to the Property for employees whose time
               is not spent directly and solely in the operation of the
               Property;

                      (xxii) Landlord's general corporate overhead and
               administrative expenses except to the extent it is incurred
               solely for the Property;

<PAGE>

                      (xxiii)fees paid to affiliates of Landlord to the extent
               that such fees exceed the customary amount charged for the
               services provided.

               (f) If Landlord shall purchase any item of capital equipment or
        make any capital expenditures designed to result in savings or
        reductions in Expenses, then the costs for same shall be included in
        Expenses in accordance with the following. The costs of such capital
        equipment or capital expenditures, with interest at an annual rate of
        two percent (2%) per annum over the Prime Rate, are to be amortized on a
        straight line basis over such period of time as reasonably can be
        estimated as the time in which such savings or reductions in Expenses
        are expected to equal Landlord's costs for such capital equipment or
        capital expenditure and such annual allocated portion shall be included
        in Expenses for the comparative year in which the costs are incurred and
        such subsequent comparative years. If Landlord shall lease any such item
        of capital equipment designed to result in savings or reductions in
        Expenses, then the rentals and other costs paid pursuant to such leasing
        shall be included in Expenses for the comparative year in which they
        were incurred.

               (g) If during all or part of any Operating Year, Landlord shall
        not furnish any particular item(s) of work or service (which would
        constitute an Expense hereunder) to portions of the Building, due to the
        fact that such portions are not occupied or leased, then, for the
        purpose of computing the additional rent payable hereunder, the amount
        of the Expenses for such item for such period shall be increased by an
        amount equal to the additional operating and maintenance expenses which
        would reasonably have been incurred during such period by Landlord if it
        had at its own expense furnished such item of work or services to such
        portion of the Building.

        B. If the Expenses for any Operating Year exceed the Expense Base
Factor, Tenant shall pay to Landlord as additional rent for such Operating Year
a sum equal to Tenant's Expense Share of the amount by which the Expenses for
such Operating Year exceed the Expense Base Factor ("Tenant's Expense Payment").

        C. At the beginning of each Operating Year, Landlord shall furnish to
Tenant an Escalation Statement (subject to revision as hereinafter provided)
setting forth Landlord's reasonable estimate of Tenant's Expense Payment for
such Operating Year. Tenant shall pay to Landlord in installments on the first
day of each month during such Operating Year an amount equal to one-twelfth
(1/12) of Landlord's estimate of Tenant's Expense Payment for such Operating
Year. If Landlord shall furnish such estimate for an Operating Year after the
commencement thereof, then (a) until the first day of the month following the
month in which such estimate is furnished to Tenant, Tenant shall pay to
Landlord on the first day of each month an amount equal to the monthly sum
payable by Tenant to Landlord under this Article 38.02.C. for the last month of
the preceding Operating Year; (b) Landlord shall notify Tenant in the Escalation
Statement containing such estimate whether the installments of Tenant's Expense
Payment previously paid for such Operating Year were more or less than the
installments which should have been paid for such Operating Year pursuant to
such estimate and (i) if there shall be an underpayment, Tenant shall pay the
amount thereof within thirty (30) days after being furnished with such
Escalation Statement or (ii) if there shall be an overpayment, Tenant shall be
entitled to a credit in the aggregate amount thereof against subsequent payments
of Fixed Annual Rent and additional rent payable under this Article 38.02
(provided, however, that if such credit or a portion thereof is due and owing to
Tenant after the termination of this Lease and after all Fixed Annual Rent and
additional rent obligations of Tenant under this Lease have been paid to
Landlord, then Landlord shall pay promptly to Tenant the amount of such credit
then due and owing to Tenant); and (c) on the first day of the month following
the month in which such estimate is furnished to Tenant and monthly thereafter
for the balance of such Operating Year, Tenant shall pay to Landlord an amount
equal to one-twelfth (1/12) of Tenant's Expense Payment as shown on such
estimate. Landlord may at any time and from time to time (but not more often
than four (4) times in any Operating Year) furnish to Tenant an Escalation
Statement setting forth Landlord's revised estimate of Tenant's Expense Payment
for a particular Operating Year and Tenant's Expense Payment for such Operating
Year shall be adjusted and paid or credited, as applicable, in the same manner
as provided in the preceding sentence.

        D. Within 120 days after the end of each Operating Year, Landlord shall
submit to Tenant an annual Escalation Statement prepared by Landlord setting
forth the Expenses for the preceding Operating Year and the balance of Tenant's
Expense Payment, if any, due to Landlord from Tenant for such Operating Year or
the credit to which Tenant shall be entitled hereunder. If such annual
Escalation Statement shall show that the sums paid by Tenant under this Article
38.02 exceeded Tenant's Expense Payment for such Operating Year, Tenant shall be
entitled to a credit in the amount of such excess against subsequent payments of
Fixed Annual Rent and additional rent payable under this Article 38.02
(provided, however, that if such credit or a portion thereof is due and owing to
Tenant after the termination of this Lease and after all Fixed Annual Rent and
additional rent obligations of Tenant under this Lease have been paid to
Landlord, then Landlord shall pay promptly to Tenant the amount of such credit
then due and owing to Tenant). If such annual Escalation Statement shall show
that the sums so paid by Tenant were less than Tenant's Expense Payment for such
Operating Year, Tenant shall pay the amount of such deficiency to the Landlord
within thirty (30) days after being furnished with such annual Escalation
Statement.

        38.03 Tenant shall pay to Landlord within thirty (30) days of demand, as
additional rent, any occupancy tax or rent tax now in effect or hereafter
enacted, which Landlord is now or hereafter required to pay with respect to the
Demised Premises or this Lease. The term "additional rent" shall include the
additional charges under this Article 38 and any and all of Tenant's Tax
Payments, Tenant's Expense Payments and any payments due under this Lease other
than fixed annual rent.

        38.04 If the Commencement Date shall be other than the first day of a
Tax Year or an Operating Year or if 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 Operating Year, then Tenant's Tax Payment and/or Tenant's Expense Payment
for such partial year shall be equi-

<PAGE>

tably adjusted taking into consideration the portion of such Tax Year or
Operating Year falling within the Term. Landlord shall, as soon as reasonably
practicable, cause an Escalation Statement with respect to Taxes for the Tax
Year and/or Expenses for the Operating Year in which the Term expires to be
prepared and furnished to Tenant. Such Escalation Statement shall be prepared as
of the expiration date of the Term if such date is December 31, and if not, as
of the first to occur of June 30 or December 31 after the expiration date of the
Term. Landlord and Tenant shall thereupon make appropriate adjustments of
amounts then owing.

        38.05 In no event shall the fixed annual rent ever be reduced by
operation of this Article 38. The rights and obligations of Landlord and Tenant
under the provisions of this Article 38 shall survive the termination of this
Lease, and payments shall be made pursuant to this Article 38 notwithstanding
the fact that an Escalation Statement is furnished to Tenant after the
expiration or other termination of the Term, provided such Escalation Statement
is furnished to Tenant within 120 days after the end of the year in which the
Term expires or otherwise terminates.

        38.06 Landlord's failure to render an Escalation Statement with respect
to any Tax Year or Operating Year shall not prejudice Landlord's right to
thereafter render an Escalation Statement with respect thereto or with respect
to any subsequent Tax Year or Operating Year.

        38.07 The annual Escalation Statements to be furnished by Landlord as
provided above shall be in reasonable detail and certified by Landlord but need
not be audited or certified by accountants. The Escalation Statements thus
furnished to Tenant shall, except as provided in ss. 38.08 below, constitute a
final determination as between Landlord and Tenant of the Expenses and Taxes for
the periods represented thereby.

        38.08 (a) Within three (3) months after receipt of an Escalation
Statement, Tenant shall have the right, by notice to Landlord, to require
Landlord to permit Tenant to review Landlord's documentation supporting the
figures and calculations in such Escalation Statement and dispute the inclusion
and amount of any item or items therein. Any objections not raised (with
particularity as to its objection, as aforesaid) within such three (3) month
period shall be deemed waived. Landlord shall make available such supporting
documentation (at a location in New York City and at such reasonable times as
shall be designated by Landlord) to Tenant for review by its employees or
Tenant's regular outside auditors. Tenant shall, subject to possible adjustment
thereafter in accordance with the following, initially pay the amounts of
additional rent claimed by Landlord, including the items or amounts in dispute.
In the event that such a dispute is not settled within two (2) months after
notice of such dispute has been delivered to Landlord, the dispute shall be
determined by a nationally recognized accounting firm selected as follows
("Accountants"). Landlord and Tenant shall each, within fifteen (15) days,
select one (1) independent firm of Accountants, and such two (2) Accountants
shall together select a third firm of Accountants, which third firm shall be the
Accountants who shall resolve the dispute. The Accountants shall, subject to the
above time limitations, be entitled to review all records relating to the
disputed items. The determination of the Accountants shall be final and binding
upon both Landlord and Tenant and the Accountants' expenses shall be borne by
the party against whom the decision is rendered; provided, that if more than one
item is disputed, the expenses shall be apportioned equitably according to the
net amount in issue decided for and against such respective parties.

        If the Accountants determine that Tenant has made an overpayment,
Landlord shall reimburse Tenant for the amount of the overpayment within thirty
(30) days following such determination. If the Landlord shall fail to pay the
same while Tenant still has an obligation under this Lease to pay any Fixed
Annual Rent or additional rent to Landlord, Tenant shall have the right to
deduct the amount of such items from any installments of Fixed Annual Rent or
additional rent or other charges due or becoming due under this Lease.

        (b) The rights and obligations of Tenant and Landlord under this Article
38 shall survive the expiration or earlier termination of this Lease, provided
that Expense Payments and Tax Payments shall be prorated to reflect any partial
final year of the Term of this Lease.


                                   ARTICLE 39

                      TENANT'S USE OF BUILDING COMMON AREAS

        39.01 Subject to and in accordance with Landlord's rules and regulations
for the Building, Tenant and its invitees shall have the right to use, in common
with Landlord and other tenants, the Building's entrances, ground floor lobby
and corridors, passenger elevators, freight elevators, loading docks,
accessways, public and fire stairways and sidewalks for all customary purposes
(the "Common Areas").


                                   ARTICLE 40

                                    INSURANCE

     40.01 A. Tenant shall not do or suffer or permit anything to be done in
or about the Demised Premises or the Building which would: (a) subject Landlord
to any liability for injury to any person or property, (b) cause any increase in
the insurance rates applicable to any policies of insurance carried by Landlord
covering the Property, the Building or the rental income to be derived therefrom
or the Building equipment or other property of Landlord, or cause insurance
companies of good standing to refuse to insure the aforesaid interests of
Landlord in amounts reasonably satisfactory to Landlord, (c) result in the
cancellation of any policy of insurance or the assertion of any defense by the
insurer to any claim under any policy of insurance maintained by or for the
benefit of Landlord or (d) violate any insurance requirement.

<PAGE>

        B. If, solely and proximately as the result of any failure by Tenant to
comply with the terms of Article 40.01, the insurance rates applicable to any
policy of insurance carried by Landlord covering the Property, the Building or
the rental income to be derived therefrom or the Building equipment or other
property of Landlord, shall be increased, Tenant agrees to pay Landlord, as
additional rent, within fifteen (15) days after Landlord's demand therefor, the
portion of the premiums for said insurance attributable solely and proximately
thereto. A schedule or rule book issued by the Insurance Service Office or any
other insurance rating organization having jurisdiction, or the rating
procedures or rules of Landlord's insurance companies shall be conclusive
evidence of the several items and charges which make up the insurance rates and
premiums on the Demised Premises and the Building and the rental income to be
derived therefrom.

        C. Tenant shall secure and keep in full force and effect throughout the
Term, at Tenant's sole cost and expense (a) Comprehensive General Liability
Insurance, written on an occurrence basis, to afford protection in an amount not
less than Three Million and 00/100 Dollars ($3,000,000.00) combined single limit
for personal and bodily injury and death arising therefrom and Broad Form
property damage arising out of any one occurrence in, upon, adjacent to or in
connection with the Demised Premises or any part thereof, which insurance shall
include coverage for contractual liability, owner's protective liability,
independent contractor's liability and completed operations liability; (b)
insurance upon Tenant's Property (which term as used in this subsection C shall
not be deemed to include paneling, partitions, lighting fixtures, built-in
cabinet work or other property incorporated into the Building as opposed to
Tenant's equipment, furniture, furnishings and other articles of movable
personal property owned by Tenant located in the Demised Premises) in an amount
equal to the full replacement value thereof (collectively, "Tenant's Property")
(including an "agreed amount" endorsement), including any increase in value
resulting from increased costs, with coverage against such perils and casualties
as are commonly included in "all risk" insurance policies (including breakage of
glass within the Demised Premises, sprinkler leakage and limited collapse); (c)
Broad Form Boiler and Machinery Insurance on all air conditioning equipment,
miscellaneous electrical apparatus, boilers and other pressure vessels or
systems, if any, whether fired or unfired, installed by Tenant (or by Landlord,
at Tenant's expense), if any, in or near the Demised Premises, either as part of
the extended coverage insurance mentioned in Article 40.01.C(b), or for 100% of
replacement cost; (d) during the course of construction of any Tenant's Changes
and until completion thereof, Tenant's property insurance shall include
"alterations and additions" coverage (including limited collapse) on a completed
value (non-reporting) form for full replacement value covering the interests of
Landlord and Tenant (and their respective contractors and subcontractors) and
the holders of any Underlying Interests (provided Tenant is given advance notice
of the identity and addresses of the holder of such Underlying Interest) in all
work incorporated in the Building and all materials and equipment in or about
the Demised Premises; and (e) Workers' Compensation Insurance, as required by
law. All such insurance shall contain only such "deductibles" as Landlord shall
reasonably approve. In addition, prior to any entry upon the Demised Premises by
Tenant or any of Tenant's employees, agents or contractors, Tenant shall deliver
or cause to be delivered to Landlord certificates evidencing that all insurance
required hereunder is in full force and effect. Tenant shall have the right to
insure and maintain the insurance coverages set forth in this Article 40.01
under blanket insurance policies covering other premises occupied by Tenant so
long as such blanket policies comply as to terms and amounts with the insurance
provisions set forth in this Lease; provided that upon request, Tenant shall
deliver to Landlord a certificate of Tenant's insurer evidencing the portion of
such blanket insurance allocated to the Demised Premises.

        D. All such insurance shall be written by an insurance company in a
financial size category of not less than XII, provided, however, that an
insurance company in a financial size category of less than XII but greater than
VII shall require the prior written consent of the Landlord, which consent shall
not be unreasonably withheld, and with general policy holders' rating of not
less than B+, as rated in the most current available "Best's" insurance reports,
or the then equivalent thereof, and licensed to do business in New York State
and authorized to issue such policies. All policies of insurance procured by
Tenant shall contain endorsements providing that (a) such policies may not be
reduced or canceled (including for non-payment of premium) or allowed to lapse
with respect to Landlord, any mortgagee of the Property or ground lessor whose
name and address have been furnished to Tenant, except after thirty (30) days'
prior notice from the insurance company to each, sent by certified mail; (b)
Tenant shall be solely responsible for the payment of premiums therefor
notwithstanding that Landlord or any other party is or may be named as an
additional insured (on the Comprehensive General Liability Insurance only); and
(c) that such insurance shall be primary for all purposes to the extent required
and applicable hereunder. Duly executed certificates of insurance (including
endorsements and evidence of the waivers of subrogation required pursuant to
this Lease) or, if required by Landlord, certified copies of duplicate originals
of the original policies, together with reasonably satisfactory evidence of
payment of the premiums therefor, shall be delivered to Landlord, on or before
the Commencement Date.

        Tenant shall not carry any separate or additional insurance concurrent
in form or contributing in the event of any loss or damage with any insurance
required to be maintained by Tenant under this lease, and all policies of
insurance procured by Tenant shall be written as primary policies not
contributing with or in excess of coverage that Landlord may carry.

        E. All insurance procured by Tenant under this Article 40.01 shall be
issued for the benefit of Landlord, Tenant and the holders of any Underlying
Interests, as their respective interests may appear.

        F. Each party shall include in each of its insurance policies covering
loss, damage or destruction by fire or other casualty a waiver of the insurer's
right of subrogation against the other party or, if such waiver should be
unobtainable or unenforceable, (a) an express agreement that such policy shall
not be invalidated if the insured waives before the casualty the right of
recovery against any party responsible for a casualty covered by such policies,
or (b) any other form of permission for the release of the other party. If such
waiver, agreement or permission shall cease to be obtainable, the other party
shall be named as an additional insured in the Comprehensive General Liability
policy, provided, however, that Tenant shall at no time be named a loss payee
under

<PAGE>

any of Landlord's insurance policies. Notwithstanding the foregoing, any failure
by Tenant as an additional insured promptly to endorse to the order of Landlord
any instrument for the payment of money under a policy of which Landlord is the
owner or original or primary insured shall be a default under this Lease.

        G. Each party hereby releases the other party from any claim (including
a property damage claim for negligence) which it might otherwise have against
the releasee for any loss, cost or expense resulting from damage to or
destruction of its property resulting from fire or other casualty (including
rental value or business interruption) occurring during the Term.

        H. The releases and waivers of subrogation referred to in Articles
40.01.F and G shall also apply to any mortgagee of the Property and any lessor
under any overlease hereinafter entered into by Landlord.

        I. If, as a result of Tenant's receiving an abatement of Fixed Annual
Rent or additional rent resulting from untenantability of the Demised Premises,
Landlord receives proceeds from any insurance policy which it shall maintain,
then notwithstanding anything elsewhere herein to the contrary, Tenant shall, if
the casualty damage was caused by Tenant, be entitled to receive an abatement
thereof to the extent of the amount of such insurance proceeds. Landlord shall
take all reasonable actions to collect such insurance proceeds to which it is
entitled; provided, however, that Landlord shall not be required to institute
any legal proceedings for the collection of such proceeds.

        J. In the event that (i) Landlord, for any reason, other than by reason
of any default by Tenant, fails to fulfill any covenant or provision of this
Lease on its part to be performed, and (ii) such failure materially and
adversely interferes with the conduct of Tenant's business, then notwithstanding
anything elsewhere herein to the contrary, Tenant shall receive an abatement of
Fixed Annual Rent and additional rent equal to the amount of any insurance
proceeds that Landlord receives as a result of Tenant's receiving such
abatement. Landlord shall take all reasonable actions to collect such insurance
proceeds to which it is entitled; provided, however, that Landlord shall not be
required to institute any legal proceedings for the collection of such proceeds.

        40.02 Except to the extent expressly provided in Article 40.01, nothing
contained in this Lease shall relieve Tenant of any liability to Landlord or to
its insurance carriers which Tenant may have under law or the provisions of this
Lease in connection with any damage to the Demised Premises or the Building
other than by fire or other casualty.


                                   ARTICLE 41

                            CONDITIONS OF LIMITATION

        41.01 Supplementing the provisions of Article 16 hereof, if this Lease
is not terminated under Article 16 and is assigned to any person or entity
pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. ss. 101 et seq. or
any statute of similar nature and purpose ("Bankruptcy Code"), all monies or
other considerations payable or otherwise to be delivered in connection with
such assignment shall be paid or delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other considerations constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be held in trust for
the benefit of Landlord and be promptly paid to or turned over to Landlord. Any
monies received by Landlord or on behalf of Tenant during the pendency of any
proceeding in bankruptcy shall be deemed paid as compensation for the use and
occupation of the Demised Premises and the acceptance of any such compensation
by Landlord shall not be deemed an acceptance of rent or a waiver on the part of
Landlord of any rights under this Lease. Notwithstanding anything contained in
this Lease to the contrary, all amounts payable by Tenant to or on behalf of
Landlord under this Lease, whether or not expressly denominated fixed annual
rent, additional rent or any other charges under this Lease, shall constitute
rent for the purposes of Section 502(b)(7) of the Bankruptcy Code.

        41.02 If, at any time, (a) Tenant shall comprise two (2) or more
persons, or (b) Tenant's obligations under this Lease shall have been guaranteed
by any person other than Tenant, or (c) Tenant's interest in this Lease shall
have been assigned, the word "Tenant", as used in Article 41.01, shall be deemed
to mean any one or more of the persons primarily or secondarily liable for
Tenant's obligations under this Lease.


                                   ARTICLE 42

                       ASSIGNMENT, MORTGAGING, SUBLETTING

        42.01 Except as otherwise expressly provided in this Article 42, Tenant
shall not without, in each instance, obtaining the prior consent of Landlord,
(a) assign or otherwise transfer this Lease or the term and estate hereby
granted, (b) sublet all or part of the Demised Premises or, except as expressly
permitted in ss. 42.01(b), allow the same to be used or occupied by others or in
violation of Articles 2 and 45, (c) mortgage, pledge or encumber this Lease or
all or part of the Demised Premises in any manner by reason of any act or
omission on the part of Tenant, or (d) advertise, or authorize a broker to
advertise, for a subtenant for all or part of the Demised Premises or for an
assignee of this Lease. For purposes of this Article 42, (i) the transfer of a
majority of the issued and outstanding capital stock of any corporate tenant or
subtenant, or the transfer of a majority of the total interest in any other
entity (partnership or otherwise) which is a tenant or subtenant, however
accomplished, whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed an assignment of this Lease, or of such
sublease, as the case may be, (ii) a takeover agreement shall be deemed a
transfer of this Lease, (iii) any person or legal representative of Tenant, to
whom Tenant's interest under this Lease passes by operation of law, or
otherwise, shall be bound by the provisions of this Article 42, and (iv) a
modification, amendment or extension without Landlord's

<PAGE>

prior written consent of a sublease previously consented to by Landlord shall be
deemed a new sublease. Tenant agrees to furnish to Landlord upon demand at any
time and from time to time such information and assurances as Landlord may
reasonably request that neither Tenant, nor any subtenant, shall have violated
the provisions of this Article 42.01.

        42.02 The provisions of subclause 42.01 shall not apply to transactions
entered into by Tenant with a corporation into or with which Tenant is merged or
consolidated or with an entity to which substantially all of Tenant's assets are
transferred, provided (a) such merger, consolidation or transfer of assets is
for a good business purpose and not principally for the purpose of transferring
the leasehold estate created hereby, and (b) the assignee or successor entity
has a net worth at least equal to or in excess of the net worth of Tenant either
(i) immediately prior to such merger, consolidation or transfer or (ii) as of
the date hereof, whichever is greater.

        42.03 Any assignment or transfer, whether made with Landlord's consent
as required by Article 42.01 or without Landlord's consent pursuant to Article
42.02, shall not be effective unless and until (a) the assignee shall execute,
acknowledge and deliver to Landlord a recordable agreement, in form and
substance reasonably satisfactory to Landlord, whereby the assignee shall (i)
assume the obligations and performance of this Lease and agree to be personally
bound by all of the covenants, agreements, terms, provisions and conditions
hereof on the part of Tenant to be performed or observed on and after the
effective date of any such assignment and (ii) agree that the provisions of this
Article 42 shall, notwithstanding such assignment or transfer, continue to be
binding upon it in the future, and (b) in the case of an assignment or transfer
pursuant to Article 42.02 Tenant or its successor shall have delivered to
Landlord financial statements certified by a reputable firm of certified public
accountants evidencing satisfaction of the net worth requirements referred to in
Article 42.02. Tenant covenants that, notwithstanding any assignment or
transfer, whether or not in violation of the provisions of this Lease, and
notwithstanding the acceptance of fixed annual rent by Landlord from an assignee
or transferee or any other party, Tenant shall remain fully and primarily and
jointly and severally liable for the payment of the fixed annual rent and all
additional rent due and to become due under this Lease and for the performance
and observance of all of the covenants, agreements, terms, provisions and
conditions of this Lease on the part of Tenant to be performed or observed.

        42.04 The liability of Tenant, and the due performance by Tenant of the
obligations on its part to be performed under this Lease, shall not be
discharged, released or impaired in any respect by an agreement or stipulation
made by Landlord or any grantee or assignee of Landlord, by way of mortgage or
otherwise, with a third party, extending the time of, or modifying any of the
obligations contained in this Lease, or by any waiver or failure of Landlord to
enforce any of the obligations on Tenant's part to be performed under this
Lease, and Tenant shall continue to be liable hereunder. If any such agreement
or modification operates to increase the obligations of the Tenant under this
Lease, the liability under this Article 42.04 of Tenant or any of its successors
in interest (unless such party shall have expressly consented in writing to such
agreement or modification), shall continue to be no greater than if such
agreement or modification had not been made.

        42.05 Landlord shall not unreasonably withhold or delay its consent to
an assignment of this Lease or to a subletting of all or a portion of the
Demised Premises to not more than one (1) subtenant for the remainder of the
Term of this Lease, provided:

               (a) Tenant shall furnish Landlord with the name and business
        address of the proposed subtenant or assignee, information with respect
        to the nature and character of the proposed subtenant's or assignee's
        business, or activities, such references and current financial
        information with respect to net worth, credit and financial
        responsibility as are reasonably satisfactory to Landlord, and an
        executed counterpart of the sublease or assignment agreement;

               (b) The proposed subtenant or assignee is a reputable party whose
        financial net worth, credit, financial responsibility and security is,
        considering the responsibilities involved, reasonably satisfactory to
        Landlord;

               (c) The nature and character of the proposed subtenant or
        assignee, its business or activities and intended use of the Demised
        Premises are, in Landlord's reasonable judgment, in keeping with the
        standards of the Building and the floor or floors on which the Demised
        Premises are located;

               (d) The proposed subtenant or assignee is not then an occupant of
        any part of the Building or a party who dealt with Landlord or
        Landlord's agent (directly or through a broker) with respect to space in
        the Building, during the six (6) months immediately preceding Tenant's
        request for Landlord's consent unless Landlord shall then have no
        comparable space available for rent in the Building;

               (e) All costs incurred with respect to providing reasonably
        appropriate means of ingress and egress from the sublet space or to
        separate the sublet space from the remainder of the Demised Premises
        shall be borne by Tenant and shall otherwise be subject to the
        provisions of Articles 3 and 57 with respect to alterations,
        installations, additions or improvements;

               (f) Each assignment or sublease shall specifically state that (i)
        it is subject to all of the terms, covenants, agreements, provisions,
        and conditions of this Lease, (ii) the subtenant or assignee, as the
        case may be, will not have the right to further assign or sublet all or
        part of the Demised Premises or to allow same to be used by others,
        without the consent of Landlord in each instance, (iii) a consent by
        Landlord thereto shall not be deemed or construed to modify, amend or
        affect the terms and provisions of this Lease, or Tenant's obligations
        hereunder, which shall continue to apply to the Demised Premises
        involved, and the occupants thereof, as if the sublease or assignment
        had not been made, (iv) if Tenant defaults in the payment of any rent,
        Landlord is authorized to collect any rents due or accruing from any
        assignee,

<PAGE>

        subtenant or other occupant of the Demised Premises and to apply the net
        amounts collected to the fixed annual rent and additional rent due
        hereunder, (v) the receipt by Landlord of any amounts from an assignee
        or subtenant, or other occupant of any part of the Demised Premises
        shall not be deemed or construed as releasing Tenant from Tenant's
        obligations hereunder or the acceptance of that party as a direct tenant
        and (vi) the subtenant shall be required to pay its proportionate share
        of Tenant's Tax Payment and Tenant's Expense Payment;

               (g) Tenant shall, together with requesting Landlord's consent
        hereunder, have paid Landlord any costs reasonably incurred by Landlord
        to review the requested consent including any attorneys' and other
        professionals' fees and expenses reasonably incurred by Landlord;

               (h) The proposed subtenant or assignee is not a tenant with a use
        and occupancy prohibited by Articles 2 and 45 (there shall be no
        expansion of the use of the Demised Premises beyond that permitted for
        Tenant's occupancy);

               (i) Any such subletting will result in there being no more than
        two (2) occupants (which term shall mean Tenant and all subtenants)
        occupying the Demised Premises. In the case of a subletting of a portion
        of the Demised Premises, the portion so sublet and the remaining portion
        of the Demised Premises shall be regular in shape and suitable for
        normal renting purposes;

               (j) Tenant shall have granted to Landlord or its agent for a
        period of sixty (60) days, at Landlord's election, the exclusive right
        to sublease the Demised Premises or such portion thereof as Tenant
        proposes to sublet, or to assign this Lease, as the case may be, and
        Tenant shall pay to Landlord's agent upon execution of such sublease,
        assignment, release or other disposition a commission computed in
        accordance with Landlord's agent's standard rates and rules then in
        effect for the locality in which the Demised Premises are located;

               (k) The subletting or assignment shall not be at a lower rental
        rate than that being charged by Landlord at the time for similar space
        then available in the Building; and

               (l) The proposed assignment or sublease shall provide that it is
        subject to the Landlord's rights under Article 42.06. Tenant shall have
        complied with the provisions of Article 42.06 and Landlord shall not
        have made any of the elections provided for therein;

        42.06 A. If Tenant seeks Landlord's consent to assign this Lease or
sublet all or any portion of the Demised Premises, Tenant shall, no later than
thirty (30) days prior to the effective date anticipated for such assignment or
sublet ("Effective Date") deliver to Landlord executed counterparts of any such
agreement and all ancillary agreements with the proposed assignee or sublessee,
as applicable, and Landlord shall then have the right to elect by notice to
Tenant given within fifteen (15) days after such delivery (x) to consent or
refuse to consent to such assignment or sublease or (y) to elect to:

               (a)    With respect to a proposed assignment of this Lease:

                      (i) terminate this Lease as of the Effective Date as if it
               were the Expiration Date set forth herein; or

                      (ii) accept an assignment of this Lease from Tenant in
               which event Tenant shall promptly execute and deliver to Landlord
               or Landlord's designee an assignment of this Lease in form
               reasonably satisfactory to Landlord's counsel which shall be
               effective as of the Effective Date;

               (b)    With respect to a proposed subletting of the entire
                      Demised Premises:

                      (i) proceed under subclause (a)(i) or (a)(ii) above; or

                      (ii) accept a sublease from Tenant of the entire Demised
               Premises in which event Tenant shall promptly execute and deliver
               to Landlord or Landlord's designee a sublease for the remainder
               of the Term hereof less one (1) day commencing with the Effective
               Date on (x) the rental terms specified in the proposed sublease
               or (y) the rental terms specified in this Lease, as elected by
               Landlord in its notice to proceed under this subclause (b)(ii);
               and

               (c)    With respect to a proposed subletting of less than the
                      entire Demised Premises:

                      (i) terminate this Lease as to the portion of the Demised
               Premises affected by such subletting as of the Effective Date in
               which case Tenant shall promptly execute and deliver to Landlord
               an appropriate modification of this Lease in form satisfactory to
               Landlord; or

                      (ii) accept a sublease from Tenant of the portion of the
               Demised Premises affected by such subletting in which event
               Tenant shall promptly execute and deliver to Landlord or
               Landlord's designee a sublease for the remainder of the term
               hereof less one (1) day commencing with the Effective Date at (x)
               the rental terms specified in the proposed sublease or (y) the
               rental terms specified in this Lease on a per rentable square
               foot basis, as elected by Landlord in its notice to proceed under
               this subclause (c)(ii).

<PAGE>

        B. In the event that this Lease shall be assigned to Landlord or
Landlord's designee or if all or part of the Demised Premises shall be sublet to
Landlord or Landlord's designee pursuant to this Article 42.06, the provisions
of any such assignment or sublease and the obligations of Landlord and the
rights of Tenant with respect thereto shall not be binding upon or otherwise
affect the rights of any holder of a superior mortgage or of a superior lease
unless such holder shall elect by written notice to Tenant to succeed to the
position of Landlord or its designee thereunder.

        C. If Landlord should elect to have Tenant execute and deliver a
sublease back to Landlord pursuant to the provisions of Article 42.06.A., said
sublease shall be in form reasonably satisfactory to Landlord's counsel and on
all the terms contained in this Lease, except that:

               (a) The rental terms shall be those specified by Landlord as
        provided in subclause 42.06.A(b)(ii);

               (b) The sublease shall not provide for any work to be done for
        the subtenant or for any initial rent concessions or contain provisions
        inapplicable to a sublease, except that in the case of a subletting of a
        portion of the Demised Premises, Tenant shall pay to subtenant (i) the
        cost of erecting such demising walls as are necessary to separate the
        subleased premises from the remainder of the Demised Premises and to
        provide access thereto and (ii) the estimated cost of such other work as
        was to be paid for or performed by Tenant pursuant to any sublease for
        which Landlord's consent was requested;

               (c) The subtenant thereunder shall have the right to underlet the
        subleased premises, in whole or in part, or assign the sublease, without
        Tenant's consent;

               (d) The subtenant thereunder shall have the right to make, or
        cause to be made, any changes, alterations, decorations, additions and
        improvements that such subtenant may desire to authorize;

               (e) Such sublease shall expressly negate any intention that any
        estate created by or under such sublease be merged with any other estate
        held by either of the parties thereto;

               (f) Any consent required by Tenant, as sublessor under that
        sublease, shall be deemed granted if consent with respect thereto is
        granted by Landlord;

               (g) There shall be no limitation as to the use of the sublet
        premises by the subtenant thereunder; and

               (h) Any failure of the subtenant thereunder to comply with the
        provisions of said sublease, other than with respect to the payment of
        rent to Tenant, shall not constitute a default thereunder or hereunder
        if Landlord has consented to such noncompliance.

        D. If pursuant to the exercise of any of Landlord's options under this
Article 42.06, this Lease is terminated as to only a portion of the Demised
Premises, then the fixed annual rent payable hereunder and the additional rent
payable pursuant to Article 38 shall be adjusted in proportion to the portion of
the Demised Premises affected by such termination.

        E. If the Landlord shall give its consent to any assignment of this
Lease or to any sublease, Tenant shall in consideration therefor, pay to
Landlord, as additional rent:

               (a) in the case of an assignment, an amount equal to seventy
        percent (70%) of all sums and other considerations paid to Tenant by the
        assignee for or by reason of such assignment (including, but not limited
        to, sums paid for the sale of Tenant's fixtures, leasehold improvements,
        equipment, furniture, furnishings or other personal property, less in
        the case of a sale thereof, the then net unamortized or undepreciated
        cost thereof determined on the basis of Tenant's federal income tax
        returns) less the amount of any reasonable rental concession and work
        allowance and all reasonable out-of-pocket expenses incurred by Tenant
        (i) to physically prepare the Demised Premises for occupancy, (ii) for
        brokerage commissions and (iii) reasonable attorneys' fees (not to
        exceed the aggregate amount of $10,000); and

               (b) in the case of a sublease, seventy percent (70%) of any
        rents, additional charges or other consideration payable under the
        sublease to Tenant by the subtenant which is in excess of the fixed
        annual rent and additional rent accruing during the term of the sublease
        in respect of the subleased space (at the rate per rentable 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 furnishings or
        other personal property, less, in the case of the sale thereof, the then
        net unamortized or undepreciated cost thereof determined on the basis of
        Tenant's federal income tax returns) less the amount of any reasonable
        rental concession and work allowance, and all reasonable out-of-pocket
        expenses incurred by Tenant (i) to physically prepare the subleased
        space for occupancy, (ii) for brokerage commissions and (iii) reasonable
        attorneys' fees (not to exceed the aggregate amount of $10,000).

        The sums payable under this Article 42.06.E. shall be paid to Landlord
as and when paid by the assignee or subtenant to Tenant.

        F. If Landlord exercises any of its options under this Article 42.06,
Landlord shall be free to, and shall have no liability to Tenant if Landlord
shall, lease the Demised Premises or any portion thereof with respect to which
one of such options exercised, to Tenant's proposed assignee or subtenant, as
the case may be.

<PAGE>

        G (a) If Tenant (for the purposes of this Article 42.06.G., the term
Tenant shall include its trustee in bankruptcy) assumes this Lease and proposes
to assign the same pursuant to the provisions of the Bankruptcy Code to any
person or entity who shall have made a bona fide arm's length offer to accept an
assignment of this Lease on terms acceptable to Tenant, then notice of such
proposed assignment shall be given to Landlord by Tenant no later than twenty
(20) days after receipt of such offer by Tenant, but in any event no later than
ten (10) days prior to the date that Tenant shall make application to a court of
competent jurisdiction for authority and approval to enter into such assignment
and assumption. Such notice shall set forth (i) the name and address of such
person, (ii) all of the terms and conditions of such offer, and (iii) adequate
assurance of future performance by such person under the Lease, including,
without limitation, the assurance referred to in Section 365(b)(3) of the
Bankruptcy Code. Landlord shall have the prior right and option, to be exercised
by notice to Tenant given at any time prior to the effective date of such
proposed assignment, to accept an assignment of this Lease upon the same terms
and conditions and for the same consideration, if any, as the bona fide
arm's-length offer made by such person, less any brokerage commissions which
would otherwise be payable by Tenant out of the consideration to be paid by such
person in connection with the assignment of this Lease. Any person or entity to
which this Lease is assigned pursuant to the provisions of the Bankruptcy Code
shall be deemed without further act or deed to have assumed all of the
obligations arising under this Lease from and after the date of such assignment.
Any such assignee shall execute and deliver to Landlord upon demand an
instrument confirming such assumption. If this Lease is assigned to any person
or entity pursuant to the provisions of the Bankruptcy Code, any and all monies
or other consideration payable or otherwise to be delivered in connection with
such assignment shall be paid or delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other consideration constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be held in trust for
the benefit of Landlord and shall be promptly paid to or turned over to
Landlord.

        (b) The term "adequate assurance of future performance" as used in this
Lease shall mean (in addition to the assurances called for in said Section
365(b)(3) of the Bankruptcy Code) that any proposed assignee shall, among other
things, (i) deposit with Landlord on the assumption of this Lease as security
for the faithful performance and observance by such assignee of the terms and
obligations of this Lease, an amount equal to the fixed annual rent and
additional rent for the twelve (12) month period immediately preceding the
assumption of this Lease, which sum shall be held in accordance with the
provisions of Article 34 hereof, (ii) furnish Landlord with financial statements
of such proposed assignee for the prior three (3) fiscal years, as finally
determined after an audit and certified as correct by a certified public
accountant, which financial statements shall show a net worth at least equal to
five (5) times the then fixed annual rent plus additional rent payable in the
year such statements shall be furnished, (iii) grant to Landlord a security
interest in such property of the proposed assignee as Landlord shall deem
necessary to secure such proposed assignee's future performance under this
Lease, and (d) provide such other information or take such action as Landlord,
in its reasonable judgment, shall determine is necessary to provide adequate
assurance of the performance by such proposed assignee of its obligations under
the Lease.

        (c) If, at any time after Tenant may have assigned Tenant's interest in
this Lease, this Lease shall be disaffirmed or rejected in any proceeding of the
types described in Article 16 of this Lease, or in any similar proceeding, or in
the event of termination of this Lease by reason of any such proceeding or by
reason of lapse of time following notice of termination given pursuant to said
Article 16, Tenant, upon request of Landlord given within thirty (30) days next
following any such disaffirmance, rejection or termination (and actual notice
thereof to Landlord in the event of a disaffirmance or rejection or in the event
of termination other than by act of Landlord), shall (i) pay to Landlord all
fixed annual rent, additional rent and other items of rent charges due and owing
by the assignee to Landlord under this Lease to and including the date of such
disaffirmance, rejection or termination, and (ii) as "tenant", enter into a new
lease with Landlord of the Premises for a term commencing on the effective date
of such disaffirmance, rejection or termination and ending on the Expiration
Date, unless sooner terminated as in such lease provided, at the same annual
fixed rent (and other items of rent changes) and upon the then executory terms,
covenants and conditions as are contained in this Lease, except that (1)
Tenant's rights under the new lease shall be subject to the possessory rights of
the assignee under this Lease and to the possessory rights of any person
claiming through or under such assignee or by virtue of any statute or of any
order of any court, and (2) such new lease shall require all defaults existing
under this Lease to be cured by Tenant with due diligence, and (3) such new
lease shall require Tenant to pay all fixed annual rent, additional rent and
other items of rent changes reserved in this Lease which, had this Lease not
been so disaffirmed, rejected or terminated, would have accrued under the
provisions of this Lease after the date of such disaffirmance, rejection or
termination with respect to any period prior thereto. If Tenant shall default in
its obligation to enter into said new lease for a period of ten (10) days next
following Landlord's request therefor, then, in addition to all other rights and
remedies by reason of such default, either at law or in equity, Landlord shall
have the same rights and remedies against Tenant as if Tenant had entered into
such new lease and such new lease had thereafter been terminated as of the
commencement date thereof by reason of Tenant's default thereunder. The
provisions of this Article 42.06.G. shall survive the expiration or earlier
termination of this Lease.


                                   ARTICLE 43

                                   ELECTRICITY

        43.01 Tenant shall purchase its electric current directly from the
public utility serving the Building for all of the electric current consumption
of the Demised Premises, including without limitation, the heating, ventilation
and air-conditioning system ("HVAC") for the Demised Premises, and Tenant shall
be responsible for the payment of all bills therefor. If Tenant shall fail to
pay any such bills, Landlord, at its option, may pay the same and collect such
payment with interest (as set forth in Article 56) as additional rent.

<PAGE>

        43.02 After the initial leasing of the Demised Premises, if one or more
electric meters measure the consumption of electric current by Tenant and
another lessee of space in the Building (i.e., more than one tenant on a floor),
or if there is no meter measuring Tenant's consumption of electric current in
the Demised Premises, Tenant agrees to pay to Landlord or Landlord's designated
agent charges for electric current consumed by Tenant reasonably determined by
Landlord's Electrical Consultant. Bills therefor, at the rate charged to
Landlord for such electric current, including but not limited to fuel adjustment
charges (as determined for each month of the relevant period and not averaged),
rate adjustment charges and/or any other factors used by the utility company
servicing the Building to calculate Landlord's rate, plus the amount of sales
tax imposed thereon by any governmental or recognized authority, shall be
rendered at such times as Landlord may elect and shall be payable by Tenant as
additional rent. Tenant shall permit Landlord's Electrical Consultant to make
surveys in the Demised Premises from time to time during normal business hours
regarding the electrical equipment and fixtures and the use of electric current
therein. Tenant acknowledges that the Demised Premises include one hundred
percent (100%) of the rentable area of the 19th floor. If there is a meter or
are meters solely measuring Tenant's direct consumption of electricity for the
Demised Premises, Tenant shall be obligated to pay all charges on such meter in
accordance with Article 43.01.

        43.03 Landlord has caused the electric utility which services the
Building to furnish electric meter(s), and Landlord has furnished certain panel
board(s), wiring, feeders and risers which are necessary to provide electricity
to the Demised Premises, and, throughout the term of this Lease, Landlord shall
maintain same in good condition and repair. Landlord at Tenant's sole cost and
expense shall be responsible for any repair, maintenance and replacement of any
electric meter, panel board and all wires, wiring, feeders and risers serving
the Demised Premises that is made necessary by Tenant's need for or use of more
electrical energy than the existing equipment is able to supply or overload
thereof, and Tenant shall pay Landlord's reasonable charges therefor on demand.
Tenant covenants that (i) at no time shall the use of electrical energy in the
Demised Premises exceed the capacity of the existing feeders or wiring
installations then serving the Demised Premises, and (ii) it has ascertained
from its own engineers that the present capacity is sufficient for its present
electrical needs. Tenant shall not make or perform, or permit the making or
performance of, any alterations to wiring installations or other electrical
facilities in or serving the Demised Premises or any additions to the business
machines, office equipment or other appliances (other than typewriters and
similar low energy consuming office machines) in the Demised Premises which
utilize electrical energy, without the prior consent of Landlord in each
instance.

        43.04 At Tenant's request, Landlord shall furnish and install all
replacement lighting, tubes, lamps, starters, bulbs, and ballasts required in
the Demised Premises and Tenant shall pay to Landlord or its designated
contractor, upon demand, the then charges reasonably established by Landlord
therefor as additional rent.


                                   ARTICLE 44

                          ACCESS; CHANGE IN FACILITIES

        44.01 All parts (except surfaces facing the interior of the Demised
Premises) of all walls, windows and doors bounding the Demised Premises
(including exterior Building walls, core corridor walls, doors and entrances),
all balconies, terraces and roofs adjacent to the Demised Premises, all space in
or adjacent to the Demised Premises used for shafts, stacks, stairways, chutes,
pipes, conduits, ducts, fan rooms, heating, air conditioning, plumbing,
electrical and other mechanical facilities, service closets and other Building
facilities, and the use thereof, as well as access thereto after reasonable
(under the circumstances) notice, through the Demised Premises for the purposes
of operation, decoration, maintenance, alteration and repair, are hereby
reserved to Landlord. Landlord reserves the right, at any time, without
incurring any liability to Tenant therefor, to make such changes in or to the
Building and the fixtures and equipment of the Building as well as in the
entrances, passageways, halls, doors, doorways, corridors, elevators,
escalators, stairs, toilets and other public parts of the Building, as it may
deem necessary or desirable, provided any such change does not materially and
adversely interfere with Tenant's use of the Demised Premises or the services
furnished to the Demised Premises (in doing so, Landlord shall act in such a
manner as to minimize interference with the conduct of Tenant's business in the
Demised Premises) and (c) does not reduce the floor area of the Demised Premises
by more than two percent (2%) thereof (without an appropriate adjustment in
fixed annual rent). Nothing contained in this Article 44.01 shall impose any
obligation upon Landlord with respect to the operation, decoration, maintenance,
alteration or repair of the Demised Premises or the Building beyond that
expressly provided elsewhere in this Lease.

        44.02 Tenant shall permit Landlord to install, use and maintain pipes,
ducts and conduits within or through the Demised Premises, or through the walls,
columns and ceilings therein, provided that the installation work is performed
at such times and by such methods as will not materially and adversely interfere
with Tenant's use and occupancy of the Demised Premises or the services
furnished to the Demised Premises, materially and adversely affect the
appearance thereof reduce the floor area thereof, by more than two percent (2%)
(without an appropriate adjustment in fixed annual rent) or materially and
adversely affect the layout of the Demised Premises. Where access doors are
required in or adjacent to the Demised Premises for mechanical trades, Landlord
shall furnish and install such access doors and confine their location, wherever
practical to closets, coat rooms, toilet rooms, corridors and kitchen or pantry
rooms. Landlord and Tenant shall cooperate with each other in the location of
Landlord's and Tenant's facilities requiring such access doors.

        44.03 Landlord or Landlord's agents shall have the right to enter the
Demised Premises at all reasonable times with reasonable advance notice (except
that Landlord or Landlord's agents shall have the right to enter the Demised
Premises at any time and without notice in the event of an emergency involving
immediate danger (i) to human life or limb or (ii) to the Building or the
Demised Premises) for any of the purposes specified in this Lease, including
without limitation, Article 44 and (a) to examine the Demised Premises or for
the purpose of performing any obligation of Landlord or exercising any right or
remedy reserved to Landlord in this Lease; (b) to exhibit the

<PAGE>

Demised Premises to others during the last six (6) months of the Term during
business hours; (c) to make such decorations, repairs, alterations, improvements
or additions, or to perform such maintenance, including the maintenance of all
air conditioning, elevator, plumbing, electrical, sanitary, mechanical and other
service or utility systems as Landlord may deem necessary or desirable; and (d)
to take all materials into and upon the Demised Premises that may be required in
connection with any such decorations, repairs, alterations, improvements,
additions or maintenance. During the last twelve (12) months of the Term,
Landlord may place upon the Building notices of space to be leased or sold,
including, without limitation, notices identifying the floor location of the
Demised Premises stating "To Let" and "For Sale" which notices Tenant shall
permit to remain without molestation. If Tenant, its officers, partners, agents
or employees shall not be personally present or shall not open and permit an
entry into the Demised Premises at any time when such entry shall be necessary
because of an emergency as described above, Landlord may use a master key or
forcibly enter the Demised Premises. The holder of all Underlying Interests
shall have the right to enter the Demised Premises at all reasonable times with
reasonable advance notice to examine the Demised Premises or for the purpose of
exercising any right reserved to Landlord under this Article 44. In the exercise
of its rights under this Article 44.03, Landlord shall act in such a manner as
to minimize interference with the conduct of Tenant's business in the Premises.

        44.04 Landlord, Landlord's agents and consultants and representatives of
Landlord's insurance carriers shall have the right to permit access to the
Demised Premises at reasonable times and with reasonable (under the
circumstances) advance notice to Tenant by any representative of the fire,
police, building, sanitation or other department of the city, state or federal
governments. Neither anything contained in this Article 44.04, nor any action
taken by Landlord under this Article 44.04, shall be deemed to constitute
recognition by Landlord that any person other than Tenant has any right or
interest in this Lease or the Demised Premises.

        44.05 The exercise or non-exercise of any right reserved to Landlord in
this Article 44 shall not constitute an actual or constructive eviction, in
whole or in part, or entitle Tenant to any abatement or diminution of rent, or
relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or Landlord's agents, or the holder of any Underlying
Interests.


                                   ARTICLE 45

                                 PROHIBITED USE

        45.01 Supplementing the provisions of Article 2, in no event shall
Tenant ever use or occupy the Demised Premises in contravention of the Rules and
Regulations or as a (a) savings bank, state or federal savings and loan
association, commercial bank, to the extent its activities involve dealings with
the general public at the Demised Premises or such banking transactions would
bring more people to the Demised Premises than would executive and general
office use, trust company or safe deposit business, (b) facility for the sale or
distribution of tickets for railroad, steamship, airline or bus transportation
or as a travel agency or any use related thereto (c) employment or recruitment
agency; (d) school, college, university or educational institution whether or
not for profit; (e) government (domestic or foreign) or any subdivision or
agency thereof; (f) wholesale or retail sales or showroom facility; and/or (g)
restaurant or any facility selling or serving food or beverages (except for an
office pantry) and in no event shall there be cooking (other than in a microwave
oven provided for Tenant's employees and guests) of food in the Demised
Premises.

        45.02 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.

        45.03 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 any unlawful manner or in violation of any Certificate of
Occupancy for the Demised Premises or the Building, and 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, in the reasonable judgment of Landlord, shall in any way impair or tend
to impair the character, reputation or appearance of the Building as a high
quality office building, impair or interfere with or tend to 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 or tend to impair or interfere with the use of any of
the other areas of the Building by, or occasion discomfort, inconvenience,
annoyance or peril to, any of the other tenants or occupants of the Building.
Tenant shall not install any electrical or other equipment of any kind which, in
the reasonable judgment of Landlord, might cause any such impairment,
interference, discomfort, inconvenience, annoyance or peril. Tenant shall not
move any safe, heavy machinery, heavy equipment, bulky matter, or fixtures into
or out of the Building without Landlord's prior written consent. If such safe,
machinery, equipment, bulky matter or fixtures requires special handling, all
work in connection therewith shall comply with the Administrative Code of the
City of New York and all other laws and regulations applicable thereto and shall
be done during such hours as Landlord may designate.

        45.04 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, including without limitation, Landlord's
insurance policies or mortgages, 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's expense, shall, at all times, comply
with the requirements of such license or permit.

<PAGE>

                                   ARTICLE 46

                                    BROKERAGE

        46.01 Tenant represents that in the negotiation of this Lease it dealt
with no brokers other than Colliers ABR, Inc. and Julien J. Studley, Inc.
(collectively the "Brokers") and that the Brokers are the sole brokers who
negotiated this Lease. Landlord agrees to pay the Brokers any commissions earned
by them in connection with this Lease in accordance with separate agreements.
Tenant shall indemnify and hold Landlord harmless from any and all losses,
damages, liabilities and expenses arising out of any inaccuracy or alleged
inaccuracy of its above representation, including court costs and attorneys'
fees. Landlord shall have no liability for brokerage commissions arising out of
a sublease or assignment by Tenant, and Tenant shall and does hereby indemnify
and hold Landlord harmless from any and all liability for brokerage commissions
arising out of any such sublease or assignment.


                                   ARTICLE 47

                                     NOTICES

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

               (a) if to Tenant, sent to it, attn: President, with a courtesy
        copy of default notices to Blank Rome Tenzer Greenblatt LLP, 405
        Lexington Avenue, 14th Floor, New York, New York 10174, attn: Cecily
        Dexter, Esq., by a nationally recognized overnight courier service, or
        by registered or certified U.S. mail, return receipt requested, postage
        prepaid, addressed to Tenant's address as set forth on the first page of
        this Lease prior to Tenant's occupancy of the Demised Premises, and
        thereafter, addressed to it at the Building or to such other address as
        Tenant may designate as its new address for such purpose by notice given
        to Landlord in accordance with the provisions of this Article 47; and

               (b) if to Landlord, sent to it by a nationally recognized
        overnight courier service, or by registered or certified mail, return
        receipt requested, postage prepaid, addressed to Landlord's address as
        set forth in this Lease or to such other address as Landlord may
        designate as its new address for such purpose by notice given to Tenant
        in accordance with the provisions of this Article 47.

        B. Any such bill, statement, notice, demand, request, consent or other
communication shall be deemed to have been rendered or given on the earlier of:

               (a) the date of actual receipt by Tenant; or

               (b) three (3) days after the date mailed, if mailed to Landlord
        or Tenant as provided in this Article 47.

                                   ARTICLE 48

                              ESTOPPEL CERTIFICATE

        48.01 At any time and from time to time upon not less than twenty (20)
days' prior notice by Landlord to Tenant, Tenant shall execute, acknowledge and
deliver to Landlord a statement in writing in form satisfactory to Landlord
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 and effect as
modified and stating the modifications), and the dates to which the fixed annual
rent and additional rent have been paid in advance, if any, and stating whether
or not to the best knowledge of the signer of such certificate Landlord is in
default in performance of any term, covenant or condition contained in 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 any prospective purchaser of the Building or any part
thereof or of the interest of Landlord in any part thereof, by any mortgagee or
prospective mortgagee thereof, by any lessor prospective lessor thereof, by any
lessee or prospective lessee thereof, or by any prospective assignee of any
mortgage thereof.

                                   ARTICLE 49

                  NON-LIABILITY AND INDEMNIFICATION; SURRENDER

        49.01  Supplementing the provisions of Article 8,

               (a) Except to the extent otherwise provided in (c) below, Tenant
        shall defend and indemnify and save Owner, Owner's agents, Owner's
        personnel and the holders of any Underlying Interests harmless from and
        against any and all losses, claims, liability, expenses (including
        reasonable counsel fees and expenses), penalties, fines and damages
        which, either directly or indirectly, in whole or in part, arise out of
        or result from (i) the negligence or willful misconduct of Tenant, its
        subtenants, agents, invitees, licensees, contractors or employees; (ii)
        any act or occurrence in the demised premises, unless caused by
        negligence or willful misconduct of Owner, its agents, contractors or
        employees; (iii) judgments, citations, fines or other penalties rendered
        or assessed against Owner as a result of Tenant's failure to comply with
        all federal, state and local laws, safety and health regulations
        relating to the Demised Premises, provided that Owner agrees to give
        Tenant prompt notice of any such violation hereafter asserted by any
        government agency;

<PAGE>

        and (iv) the breach of any provision of this Lease by Tenant, its
        agents, contractors or employees (including, but not limited to, any
        loss and/or liability resulting from delay by Tenant in surrendering the
        Demised Premises upon the termination of the Lease and any loss and/or
        liability which Owner may sustain in the event that any insurance
        carried by Landlord shall be canceled as a result of any failure by
        Tenant to comply with the terms of Article 40). In case any action or
        proceeding is brought against Owner, Owner's agents, Owner's personnel
        or the holder of any Underlying Interests by reason of any such claim,
        Tenant, upon written notice from Owner, will, at Tenant's expense,
        resist or defend such action or proceeding by counsel approved by Owner
        in writing, such approval not to be unreasonably withheld.

               (b) Except to the extent otherwise provided in (c), (d) and (e)
        below, Owner shall defend and indemnify Tenant and save Tenant harmless
        from and against any and all losses, claims, liability, expenses and
        damages which, either directly or indirectly, in whole or in part, arise
        out of or result from (i) the negligence or willful misconduct of Owner,
        its agents or employees; (ii) judgments, citations, fines, or other
        penalties rendered or assessed against Tenant as a result of Owner's
        failure to comply with all notices of violation of laws which Landlord
        is, in accordance with provisions elsewhere herein, responsible to cure,
        provided that Tenant agrees to give Landlord prompt notice of any such
        violation asserted by any government agency; and (iii) the breach of any
        provision of this Lease by Owner. In case any action or proceeding is
        brought against Tenant, Tenant's agents or Tenant's personnel by reason
        of any such claim, Owner, upon written notice from Tenant, will, at
        Owner's expense, resist or defend such action or proceeding by counsel
        approved by Tenant in writing, such approval not to be unreasonably
        withheld.

               (c) In accordance with ss. 40.01.G. hereof, neither Landlord nor
        Tenant shall have any liability to the other for damage to the other's
        property resulting from fire or other casualty or for consequential
        damages.

               (d) Notwithstanding anything herein to the contrary, but subject
        to the provisions of subparagraphs 49.01(c) hereof as well as the
        indemnification provisions of this Lease, neither Landlord nor
        Landlord's agents, nor Landlord's officers, directors, employees,
        contractors, shareholders and principals (disclosed or undisclosed)
        (collectively, "Landlord's Personnel") shall be liable to Tenant, its
        employees, agents, contractors and licensees for any loss, cost,
        liability, claim, damage and expense, including counsel fees and
        expenses, penalties and fines incurred in connection with or arising
        from any injury to Tenant or to any other person or for any damage to,
        or loss (by theft or otherwise) of, any of Tenant's Property and/or of
        the property of any other person, irrespective of the cause of such
        injury, damage or loss (including the acts or negligence of any tenant
        or occupant of the Building or of any owners or occupants of adjacent or
        contiguous property) occasioned by or from explosion, falling plaster,
        electricity, smoke, water, snow or ice being upon or coming through or
        from the street, roof, subsurface, skylight, trapdoor or windows,
        electric wiring, plumbing, dampness, water, gas, steam or other pipes or
        sewage, or the failure of the air conditioning or refrigeration system,
        or the breaking of any electric wire, the bursting, leaking or running
        of water from any tank, washstand, watercloset, waste-pipe, sprinkler
        system, radiator, or from any other pipe in, above, upon or about the
        Building or the Demised Premises or which may at any time hereafter be
        placed therein, except to the extent caused by the gross negligence or
        willful misconduct of Landlord's Personnel. No property, other than such
        as might normally be brought upon or kept in the Demised Premises as
        incident to the reasonable and appropriate use of the Demised Premises
        for the purposes herein permitted will be brought upon or be kept in the
        Demised Premises. Any Building employees to whom any property shall be
        entrusted by or on behalf of Tenant shall be deemed to be acting as
        Tenant's agents with respect to such property, and neither Landlord nor
        Landlord's Personnel shall be liable for any loss of or damage to any
        such property by theft or otherwise, except to the extent caused by the
        gross negligence or willful misconduct of Landlord's Personnel.

               (e) Notwithstanding the foregoing and further supplementing the
        provisions of Article 8, neither (a) the performance by Landlord, Tenant
        or others of any decorations, repairs, alterations, additions or
        improvements of whatever nature, in or to the Building (including but
        not limited to improvements in structure and Building systems) or the
        Demised Premises, nor (b) the failure of Landlord or others to make any
        such decorations, repairs, alterations, additions, or improvements, nor
        (c) any latent defect in the Building or in the Demised Premises, nor
        (d) any inconvenience or annoyance to Tenant or injury to or
        interruption of Tenant's business by reason of any of the events or
        occurrences referred to in the foregoing subclauses (a) through (d)
        shall constitute an actual or constructive eviction, in whole or in
        part, or except as may be elsewhere herein expressly provided, entitle
        Tenant to any abatement or diminution of rent, or relieve Tenant of any
        of its obligations under this Lease, or impose any liability upon
        Landlord, or Landlord's agents, other than such liability as may be
        imposed upon Landlord by law for Landlord's negligence or the negligence
        of Landlord's agents in the operation or maintenance of the Building or
        for the breach by Landlord of any express covenant of this Lease on
        Landlord's part to be performed.

        49.02 Tenant shall pay to Landlord, as additional rent, and Landlord
shall pay to Tenant, within fifteen (15) days next following rendition by
Landlord or Tenant to the other party of bills or statements therefor, sums
equal to all losses, costs, liabilities, claims, damages and expenses for which
Landlord or Tenant indemnifies the other pursuant to this Article 49. Each
party's obligations under this Article 49.02 shall survive the termination of
this Lease.

        49.03 (a) In any action brought to enforce the obligations of Landlord
under this Lease, any judgment or decree shall be enforceable against Landlord
only to the extent of Landlord's interest in the Building, and no such judgment
shall be the basis of execution on, or be a lien on, assets of Landlord other
than its interest in the Building. If Landlord or any successor in interest to
Landlord shall be an individual, joint venturer, tenant-in-common, general or
limited partnership, other unincorporated association or other unincorporated
aggregate of individuals

<PAGE>

(collectively, "unincorporated Landlord") and shall at any time have any
liability under, pursuant to or in connection with this Lease, neither Tenant
nor any other person or entity shall seek any personal or money judgment against
unincorporated Landlord or any joint venturer, tenant-in-common, partner or
member of Landlord, including Landlord's Personnel, under or pursuant to this
Lease or otherwise, and Tenant shall look solely to the interest of
unincorporated Landlord in the Building for the satisfaction of any remedy
Tenant may have for breach by unincorporated Landlord of this Lease, or
otherwise.

        (b) Whenever in this Lease Landlord's consent or approval is required,
such consent or approval shall mean prior written consent or approval. Whenever
Tenant shall claim under this Lease, that Landlord has unreasonably withheld or
delayed its consent to some request of Tenant, Tenant shall have no claim for
damages by reason of such alleged withholding or delay, and Tenant's sole
remedies therefore shall be a right to obtain specific performance, but in any
event without recovery of damages. If either party withholds its consent or
approval, it shall specify the reason(s) therefor in writing. Notwithstanding
the foregoing, however, Tenant hereby waives any claim for damages against
Landlord that it may have based upon any assertion that Landlord or its agent
unreasonably withheld or delayed its consent or approval, or exercised its
judgment or imposed a requirement, rule, regulation or determination or
designation or otherwise acted unreasonably. Whenever Tenant alleges that
Landlord has acted unreasonably with respect to a matter arising under this
Lease, Tenant's sole remedy therefor shall be to bring an action for declaratory
judgment or specific performance requiring Landlord to act reasonably in the
applicable matter or, in the alternative, Tenant may send a notice to Landlord
specifying the matter with respect to which it alleges that Landlord acted
unreasonably and electing to have the dispute resolved by an expedited hearing
procedure conducted in accordance with the rules of the American Arbitration
Association as then in effect in New York City, and subject also to the
following:

               (1) The hearing officer shall have no authority to make any
        determination other than to require Landlord to act in a reasonable
        manner as to the matter in dispute.

               (2) The determination by the hearing officer shall be conclusive
        upon the parties and shall be made within seven (7) days after the
        hearing is completed.

               (3) If Landlord is determined not to have acted unreasonably,
        Tenant shall pay the fees of the hearing Officer. If Landlord is
        determined to have acted unreasonably, Landlord shall pay such fees.

        49.04 In the event Tenant remains in possession of the Demised Premises
after the termination of this Lease, Landlord may, at its option (to be
exercised by notice to such effect to Tenant) and in addition to any and all
other rights Landlord may have in such a case, deem Tenant to be occupying the
Demised Premises as a tenant from month-to-month, at a monthly rental equal to
two (2) times the fixed annual rent and additional rent payable during the last
month of the Term, subject to all of the other terms of this Lease insofar as
the same are applicable to a month-to-month tenancy.

        49.05 If this Lease be terminated as provided in Article 17 and Article
56 or by or under any summary proceeding or any other action or proceeding, or
if Landlord shall re-enter the Demised Premises pursuant to Landlord's rights
under this Lease after a default by Tenant hereunder, Tenant covenants and
agrees, notwithstanding anything to the contrary contained in this Lease:

               (a) That the Demised Premises shall be, upon such earlier
        termination or re-entry pursuant to Landlord's rights under this Lease
        after a default by Tenant hereunder, in the same condition as that in
        which Tenant has agreed to surrender them to Landlord on the Expiration
        Date; and

               (b) That, for the breach of subclause (a) above, Landlord shall
        be entitled immediately, without notice or other action by Landlord, to
        recover, and Tenant shall pay, as and for agreed damages therefor, the
        then actual and reasonably incurred competitive cost of performing such
        covenant, plus interest thereon at two percent (2%) per annum above the
        Prime Rate for the period between the date Landlord performs such
        covenants and the date Tenant pays such costs.

Each and every covenant contained in this Article 49.05 shall be deemed separate
and independent, and not dependent on any other term of this Lease.

        49.06 Supplementing the provisions of Article 17 hereof, and
notwithstanding anything contained herein to the contrary notwithstanding, if
Landlord terminates this Lease pursuant to Article 17 and Article 56 of this
Lease and such termination shall be stayed by order of any court having
jurisdiction over any proceeding described in Article 16 or any similar
proceeding, or by federal or state statute, then, following the expiration of
any such stay, or if the trustee appointed in any Bankruptcy Code proceeding,
Tenant or Tenant as debtor-in-possession shall fail to assume Tenant's
obligations under this Lease within the period prescribed therefor by law or
within sixty (60) days after entry of the order for relief or as may be allowed
by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall
fail to provide adequate protection of Landlord's right, title and interest in
and to the Premises or adequate assurance of the complete and continuous future
performance of Tenant's obligations under this Lease as provided in Article
42.06.G(b) hereof, Landlord, to the extent permitted by law or by leave of the
court having jurisdiction over such proceeding, shall have the right, at its
election, to terminate this Lease on five (5) days' notice to said trustee,
Tenant or Tenant as debtor-in possession, and upon the expiration of said five
(5) day period this Lease shall cease and expire as aforesaid and said trustee,
Tenant or Tenant as debtor-in-possession shall immediately quit and surrender
the Demised Premises as aforesaid.

        49.07 Tenant expressly waives, for itself and for any person claiming
through or under Tenant, any rights which Tenant or any such person may have
under the provisions of Section 2201 of the New York Civil Practice

<PAGE>

Law and Rules and of any similar or successor law of same import then in force,
in connection with any holdover proceedings which Landlord may institute to
enforce the provisions of this Article 49.


                                   ARTICLE 50

                                SECURITY DEPOSIT

        50.01 (a) As security for the full and punctual performance by Tenant of
all of the terms of this Lease, Tenant shall, on the Commencement Date, deliver
to Landlord an unconditional irrevocable letter of credit in the amount of
$308,424 issued by a bank satisfactory to Landlord (the "Original Letter of
Credit") under which Landlord may from time to time draw down sums (at a branch
located in New York City) equal to amounts unpaid by Tenant when due hereunder
following any applicable notice and cure period hereunder, such sums to be
applied by Landlord in payment of such sums. Tenant shall have the right to
reduce the security required hereunder to ($231,318) on or after the fifth (5th)
anniversary of the Commencement Date, provided that Tenant is not then in
default hereunder beyond any applicable notice and grace period.

               (b) At least 30 days prior to the expiration of the Original
Letter of Credit or any prior replacement letter of credit, Tenant shall deliver
to Landlord a replacement letter of credit issued by the same issuer or another
issuer satisfactory to the Landlord, containing the terms specified in the
Original Letter of Credit. If Landlord makes a draw under any letter of credit
because Tenant has failed to timely deliver a satisfactory replacement letter of
credit to Landlord, the amount so drawn may be held by Landlord and applied by
it from time to time in payment of sums unpaid by Tenant when due hereunder.

               (c) In the event Tenant defaults in the performance of any of the
terms of this Lease, including the payment of 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 or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default following any applicable notice
and cure period hereunder in respect of any of the terms of this Lease,
including any damages or deficiency in the re-letting of the Demised Premises,
whether accruing before or after summary proceedings. In the case of every such
use, application or retention, Tenant shall on demand, either pay to Landlord
the sum so used, applied or retained which shall be added to the security
deposit, or increase the letter of credit by such sum, so that the security
deposit shall be replenished to its original amount.


                                   ARTICLE 51

                                DIRECTORY LISTING

        51.01 Landlord shall provide Tenant with 3.74% of the total spaces on a
directory which shall be located in the ground floor lobby of the Building
throughout the term of this Lease for Tenant's and permitted subtenant's name
only. Landlord's acceptance of any name other than Tenant's shall not be deemed
to be a consent to a sublease or assignment.


                                   ARTICLE 52

                                      AS IS

        52.01 Landlord shall deliver and Tenant shall accept the Demised
Premises in their "as is" condition on the Commencement Date. Landlord shall not
be required to provide any construction allowance or perform any work in the
Demised Premises.


                                   ARTICLE 53

                              INTENTIONALLY DELETED


                                   ARTICLE 54

                              INTENTIONALLY DELETED


                                   ARTICLE 55

                              INTENTIONALLY DELETED


                                   ARTICLE 56

                                  RENT DEFAULTS

        56.01 Supplementing the provisions of Article 17 hereof, if Tenant shall
fail to pay when due any installment of fixed annual rent or any payment of
additional rent for a period of five (5) days after such installment or payment
shall have become due, Tenant shall pay interest thereon at the lesser of (a)
two percent (2%) per annum in excess of the Prime Rate or (b) the maximum rate
of interest, if any, which Tenant may legally contract to pay, from the date
when such installment or payment shall have become due to the date of the
payment thereof, and such

<PAGE>

interest shall be deemed additional rent; provided, however, that up to two
times within any 12 month period, Tenant shall be entitled to receive written
notice of its failure to pay any such installment and for those two times shall
not be liable for such interest if Tenant pays such installment to Landlord
within ten (10) days of receiving such notice. This provision is in addition to
all other rights or remedies available to Landlord for nonpayment of fixed
annual rent or additional rent under this Lease and at law and in equity. If
Tenant shall default in the payment of fixed annual rent or additional rent,
more than two (2) times in any period of six (6) months, then, notwithstanding
that such defaults shall have each been cured within the applicable grace
period, if any, as provided in this Lease or Landlord has otherwise accepted
cures of any such defaults, any further similar default shall be deemed to be
deliberate and Landlord thereafter may serve a ten (10) days' notice of
termination upon Tenant without affording to Tenant an opportunity to cure or
accepting any cure by Tenant of such further default.


                                   ARTICLE 57

                 ALTERATIONS, REPAIRS; PLANS AND SPECIFICATIONS

        57.01 Supplementing the provisions of Article 3 and 4, Tenant covenants
and agrees that, prior to the commencement of any alterations, installations,
additions, improvements, repairs or replacements (other than installation of
moveable furniture and equipment and installation of wall coverings, painting
and the hanging of pictures and the laying of carpet and other purely decorative
changes, for which Tenant shall not be required to obtain Landlord's consent),
individually, a "Tenant's Change" and collectively, "Tenant's Changes", Tenant
shall submit to Landlord, for Landlord's prior written approval, complete
detailed architectural plans and specifications with detailed mechanical plans
and specifications for the proposed Tenant's Changes if such detailed plans and
specifications are required to be filed with any governmental authority and if
not, then with plans and descriptions sufficient in Landlord's reasonable
judgment, for Landlord to knowledgeably provide approval or disapproval,
together with a construction time schedule (to be prepared by and at the expense
of Tenant) of such proposed Tenant's Changes in form reasonably satisfactory to
Landlord, and shall reimburse Landlord for any reasonable cost or expense
incurred thereby in connection with Landlord's review and approval of such plans
and specifications. 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. No Tenant's Changes shall be undertaken,
started or begun by Tenant or its agents, employees, contractors or any one else
acting for or on behalf of Tenant until Landlord has approved such plans and
specifications, and no amendments thereto shall be made without the prior
written consent of Landlord, which approval and consent shall not be
unreasonably withheld, delayed or conditioned in the case of non-structural
changes which do not affect any Building systems. Tenant agrees that it will not
at any time prior to or during the Term of this Lease, either directly or
indirectly, use any contractors and/or labor and/or materials if the use of such
contractors and/or labor and/or materials would or will create any labor
difficulty with other contractors and/or labor engaged by Tenant or Landlord or
others engaged in the construction, maintenance and/or operation of the Building
or any part thereof. Where any Tenant's Change involves or affects the plumbing,
electrical, heating, ventilating and air conditioning or any other Building
system, Tenant shall as a precondition for obtaining Landlord's consent to such
Tenant's Change, provide to Landlord at Tenant's expense a report certified by a
professional engineer licensed under the laws of the State of New York,
providing in substance that such Building system shall not be adversely affected
by the implementation of such proposed Tenant's Change, and if Landlord shall in
its discretion permit the implementation of such proposed Tenant's Change, and
Tenant shall undertake the same, Tenant shall in performing same take all steps
necessary to ensure that the service provided by such Building system shall not
be interrupted thereby. Landlord shall not unreasonably withhold or delay its
consent to a proposed Tenant Change.

        57.02 Tenant, at its expense, and with all due diligence and dispatch,
shall procure the cancellation or discharge of all notices of violation arising
from or otherwise connected with any Tenant's Changes which shall be issued by
the Department of Buildings or any other public authority having or asserting
jurisdiction over the Building. If any mechanic's, materialman's or laborer's
lien is filed against the Demised Premises or the Building, for work claimed to
have been done for, or materials, or labor furnished to Tenant, whether or not
done pursuant to this Article, the same shall be discharged, or bonded over, by
Tenant within thirty (30) days after Tenant receives notice thereof, at Tenant's
expense, including any expense incurred in connection with the filing of any
bond required by law. Tenant shall obtain and deliver to Landlord appropriate
lien waivers executed by all contractors, mechanics and materialmen used to
perform Tenant's Changes.

        57.03 In no event, however, shall Landlord (a) be liable in any manner
for payment or otherwise to any contractor, subcontractor, laborer or supplier
of materials or equipment in connection with the purchase of any such materials
or equipment for Tenant's Changes or (b) have any obligation to pay any
compensation to Tenant by reason of its acquisition of title to any such
materials or equipment.

        57.04 Tenant shall provide, or cause to be provided, and thereafter
shall keep in full force and effect, or cause to be kept in full force and
effect, during the performance of Tenant's Changes and until all have been
completed, at no cost to Landlord, such insurance as is required pursuant to
Article 40 of this Lease. In addition, such insurance (x) shall contain an
endorsement stating that the insurance is to be primary for all purposes and
that "permission is granted to complete and occupy", and (y) if any offsite
storage location is used, shall cover, for full replacement value, all materials
and equipment on or about any such offsite storage location intended for use
with respect to the Demised Premises. No Tenant's Changes shall be commenced
until Tenant shall have delivered to Landlord (and, if required, to any
mortgagee) the original policies or certificates of such insurance and
satisfactory proof that workmen's compensation insurance has been procured to
cover all persons employed in connection with the Tenant's Changes.

<PAGE>

        57.05 In connection with any Tenant's Changes the installation of which
shall involve an expenditure by Tenant in excess of One Hundred Thousand and
00/100 Dollars ($100,000.00), there shall be delivered to Landlord a
contractor's completion bond of a surety company licensed to do business in the
State of New York, running to the Landlord as obligee conditioned on the
completion of the work in accordance with the plans and specifications and the
provisions of this Lease, free and clear of all mechanics' or other liens and
free and clear of all financing statements under the Uniform Commercial Code.
Such bond shall be in such amount and in such form and written by such company
as the Landlord shall approve, which approval Landlord shall not unreasonably
withhold. The bond may also include as obligee, as its interest may appear, the
holder of any Underlying Interest. In lieu of a completion bond Tenant may
deliver to Landlord a performance and payment bond of a surety company as above
described, running to the Landlord and to the holder of any Underlying Interest.
Such performance and payment bond must be acceptable to the holder of such
Underlying Interest, must be in the amount of the entire cost of construction of
Tenant's Changes in accordance with the plans and specifications as approved by
Landlord as such cost of construction is stipulated in the construction contract
between Tenant and its general contractor and must guarantee the full
performance of the contract for the construction of Tenant's Changes in
accordance with the plans and specifications as approved by Landlord.

        57.06 All Tenant's Changes shall be made and completed within the time
schedule set forth in the plans and specifications approved by Landlord and in
compliance and conformity with all applicable laws, ordinances, rules,
regulations, licenses, permits and requirements of all governmental authorities
and national and local Boards of Fire Underwriters and similar bodies. Promptly
after the completion of all or any part of any Tenant Changes, Tenant shall
deliver to Landlord, all approvals by governmental authorities, if any, of the
completed alterations as may be required by any applicable law or ordinance or
any applicable rule or regulation of governmental authorities, and all such
insurance organizations' approvals, if any, as may be required or customary in
connection therewith, and shall deliver photocopies thereof to Landlord,
together with as built architectural drawings. All Tenant's Changes shall be
performed in a manner which will not materially interfere or disturb other
lessees of the Building and Landlord shall have the right from time to time and
upon reasonable notice to inspect Tenant's Changes.


                                   ARTICLE 58

                             INCONSISTENT PROVISIONS

        58.01 In the event of any inconsistencies between the provisions of the
Rider to this Lease and the printed provisions of this Lease, the provisions of
this Rider shall control.


                                   ARTICLE 59

                   ENTIRE AGREEMENT; NO OTHER REPRESENTATIONS;
                                  GOVERNING LAW

        59.01 This Lease contains the entire agreement between the parties and
all prior negotiations and agreements are merged in this Lease. This Lease may
not be changed, modified or discharged, in whole or in part, except by a written
instrument executed by the party against whom enforcement of the change,
modification or discharge is sought.

        59.02 Tenant expressly acknowledges that neither Landlord nor Landlord's
agents has or is 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, and no
rights, easements or licenses are or shall be acquired by Tenant by implication
or otherwise unless expressly set forth in this Lease.

        59.03 This Lease shall be governed in all respects by the laws of the
State of New York.

        59.04 Within ten (10) days following any transfer by Landlord of its
ownership interest in the Property, Landlord shall provide Tenant with written
notice of such transfer of the Property and the name and address of the
successor Landlord to whom Tenant should send future rent payments and notices
(the "Transfer Notice"). Tenant shall not be liable to any successor Landlord
for any rent payments made to a predecessor Landlord prior to its receipt of a
Transfer Notice.

        59.05 The language of this Lease shall be construed according to its
normal and usual meaning and not strictly for or against either Landlord or
Tenant. The rule of construction which allows a court to construe a document
more strictly against its author shall not govern the interpretation of this
Lease.

        59.06 No right or remedy herein conferred upon or reserved to either
party is intended to be exclusive of any other right or remedy, and every right
and remedy shall be cumulative and in addition to any other right or remedy
given by this Lease or now or hereafter existing at law or in equity. The
failure of either party to insist upon the strict performance of any obligation
shall not be deemed a waiver thereof.

        59.07 If either party shall at any time be in default under this Lease
and if the non-defaulting party shall institute an action or summary proceeding
against the defaulting party based upon such default, then the losing party will
reimburse the prevailing party for its reasonable attorneys' fees and
disbursements.

        59.08 If any provision of this Lease, or its application to any
situation, shall be invalid or unenforceable to any extent, the remainder of
this Lease, or the application thereof to situations other than as to which it
is invalid or

<PAGE>

unenforceable, shall not be affected thereby, and every provision of this Lease
shall be valid and enforceable to the fullest extent permitted by law.


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


                                     LANDLORD:

                                     461 FIFTH AVENUE ASSOCIATES, L.L.C.


                                     BY:   MITSUI FUDOSAN AMERICA, INC., its
                                           sole member


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


                                     LEASEHOLD MORTGAGEE:

                                     MITSUI FUDOSAN AMERICA, INC.


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


                                     TENANT:

                                     CROSS MEDIA MARKETING CORP.


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


<PAGE>

                                                                      SCHEDULE A



                                   FLOOR PLAN


                                   [Attached]

<PAGE>

                                                                      SCHEDULE B


                               DESCRIPTION OF LAND


        All that certain lot, piece or parcel of land together with the
buildings and improvements thereon erected, situate, lying and being in the
Borough of Manhattan, County of New York, City of New York and State of New York
and bounded and described as follows:

        BEGINNING at the corner formed by the intersection of the easterly side
        of Fifth Avenue with the northerly side of East 40th Street, running
        thence EASTERLY along the northerly side of East 40th Street 122 feet 6
        inches; thence NORTHERLY parallel with Fifth Avenue through a party wall
        93 feet 3 inches; thence WESTERLY nearly parallel with the northerly
        side of East 40th Street 27 feet 6 inches more or less to a point
        distant 95 feet easterly from Fifth Avenue and 92 feet 7 inches
        northerly from the northerly side of East 40th Street; thence WESTERLY
        and parallel with the northerly side of East 40th Street 95 feet to the
        easterly side of Fifth Avenue; and thence SOUTHERLY along the easterly
        side of Fifth Avenue 92 feet 7 inches to the point or place of
        beginning.

        SAID premises being more commonly known as 461-469 Fifth Avenue, New
        York, New York, and One East 40th Street, New York, New York.


<PAGE>

                                                                      SCHEDULE C



                             [INTENTIONALLY DELETED]


<PAGE>

                                                                     SCHEDULE D


RULES AND REGULATIONS

1. The rights of tenants in the entrances, corridors, elevators and escalators
of the Building are limited to ingress to and egress from tenants' premises for
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 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
purposes 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
stairways of the Building. The Landlord reserves the right to control and
operate the public portions of the Building and the public facilities, as well
as facilities furnished for the common use of tenants, in such manner as it
deems best for the benefit of the tenants generally.

2. 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 a tenant or the employees, licensees or invitees of a tenant, shall be
paid by such tenant.

3. Landlord may refuse admission to the Building outside of ordinary business
hours to any person not known to the watchman in charge or not having a pass
issued by Landlord or not properly identified, and may require all persons
admitted to or leaving the Building outside of ordinary business hours to
register. Tenants' employees, agents and visitors shall be permitted to enter
and leave the Building whenever appropriate arrangements have been previously
made between Landlord and tenant with respect thereto. Each tenant shall be
responsible for all persons for whom he requests such permission and shall be
liable to Landlord for all acts of such persons. 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 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 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 tenant from whose premises the package or
object is being removed, but the establishment and enforcement of such
requirements shall not impose any responsibility on the Landlord for the
protection of any tenant against the removal of property from the premises of
tenant. Landlord shall, in no way, be liable to any tenant for damages or loss
arising from the admission, exclusion or ejection of any person to or from a
tenant's premises or the Building under the provisions of this rule.

4. No tenant shall obtain or accept or use in its premises ice, drinking water,
food, beverage (except food and beverage deliveries for Tenant's employees and
guests) towel, barbering, boot blacking, floor polishing, lighting maintenance,
cleaning of other similar services from any persons not authorized by Landlord
in writing to furnish such services, provided always that charges for such
services by persons authorized by Landlord are not excessive. Such services
shall be furnished only at such hours, in such places within tenant's premise
and under such regulations as may be reasonably fixed by Landlord.

5. 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 tenant's premises.

6. There shall not be used in any space, or in the public halls of the Building,
either by tenant or by jobbers or others, in the delivery or receipt of
merchandise or mail any hand trucks, except those equipped with rubber tires and
side guards. All deliveries to tenants, except mail, shall be made to such place
as Landlord shall designate and shall be distributed to tenants only during the
hours from 8:00 A.M. to 12:00 noon and 2:00 P.M. to 4:00 P.M. on business days,
excluding labor strikes.

7. All entrance doors in each tenant's premises shall be left locked when the
tenant's premises are not in use. Entrance doors shall not be left open at any
time. All windows in each tenant's premises shall be kept closed at all times
and all blinds or drapes therein above the ground floor shall be lowered or
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.

8. No noise, including the playing of any musical instruments, radio or
television, which, in the judgment of the Landlord, might disturb other tenants
in the Building shall be made or permitted by any tenant and no cooking shall be
done in the tenant's premises except as expressly approved by the 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 would 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 the 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 except in compliance with applicable law.

9. Tenant shall not permit any cooking or food odors emanating from the demised
premises to seep into other portions of the Building.

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. All damages resulting
from any misuse of the fixtures shall be borne by the tenant who, or whose
servants, employees, agents, visitors or licensees, shall have caused the same.

11. Tenant shall not display any sign, graphics notice, picture, or poster, or
any advertising matter whatsoever, anywhere in or about the premises or the
Building at places visible from anywhere outside or at the entrance to the
premises without first obtaining Landlord's written consent thereto, such
consent to be at Landlord's sole discretion except that Landlord will not
unreasonably withhold or delay its consent to a sign with tenant's name on it in
the elevator lobby adjacent to the tenant's premises provided the same complies
with Landlord's then-existing standards and requirements for signs and is
otherwise in keeping with the first class, high-quality nature of the Building.
Any such consent by Landlord shall be upon the understanding and condition that
tenant will remove the same at the

<PAGE>

expiration or sooner termination of tenant's lease and tenant shall repair any
damage to the demised premises or the Building caused thereby. In the event of
the violation of the foregoing by any tenant, Landlord may remove the same
without any liability, and may charge the expense incurred by such removal to
tenant violating this rule. Interior signs and lettering on doors and elevators
shall be inscribed, painted, or affixed for each by Landlord at the expense of
such tenant, and shall be of a size, color and style acceptable to Landlord.
Landlord shall have the right to prohibit any advertising by any tenant which
impairs the reputation of the Building or its desirability as a building for
offices, and upon written notice from Landlord, tenant shall refrain from or
discontinue such advertising.

12. 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 on any door therein shall
be changed or altered in any respect. Duplicate keys for a tenant's premises and
toilet rooms shall be procured only from the Landlord, which may make a
reasonable charge therefor. Upon the termination of tenant's lease, all keys to
tenant's premises and toilet rooms shall be delivered to Landlord.

13. No tenant shall mark, paint, drill into, or in any way deface any part of
the Building or tenant's premises. No boring, cutting or stringing of wires
shall be permitted, except with the prior written consent of Landlord, and as
Landlord may direct. No tenant shall install any resilient tile or similar floor
covering in tenant's premises except in a manner approved by Landlord.

14. No tenant shall engage or pay any employees in the Building, except those
actually working for tenant in the Building or advertise for laborers giving an
address at the Building.

15. No premises shall be used, or permitted to be used, at any time, as a store
for the sale or display of goods or merchandise of any kind, or as a restaurant,
shop, booth, bootblack or other stand, or for the conduct of any business or
occupation which involves direct patronage of the general public in the tenant's
premises, or for manufacturing or for other similar purposes.

16. The requirements of tenants will be attended to only upon application at the
office of the Building. Employees of Landlord shall not perform any work or do
anything outside of the regular duties, unless under special instructions from
the office of Landlord.

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

18. No tenant's employees shall loiter around the hallways, stairways,
elevators, front, roof or any other part of the Building used in common by the
occupants thereof.

19. All tenants, at their sole expense, shall cause its premises to be
exterminated, from time to time, to the satisfaction of Landlord, and shall
employ such exterminators therefor as shall be approved by Landlord.

20. 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 such tenant.

21. All tenants shall use only the designated service elevator for deliveries
and only at hours prescribed by Landlord. Bulky materials, as determined by
Landlord, may not be delivered during usual business hours but only thereafter.
Tenants agree to pay for use of the service elevator at rates prescribed by
Landlord.

22. No tenant shall have right of access to the roof of tenant's premises or the
Building and shall not install, repair or replace any aerial, fan, air
conditioner or other device on the roof of tenant's premises or the Building
without the prior written consent of Landlord. Any aerial, fan, air conditioner
or device installed without such written consent shall be subject to removal, at
tenant's expense, without notice, at any time.

<PAGE>

                                                                      SCHEDULE E

                             CLEANING SPECIFICATIONS


A.      Office Areas

        1.     Empty, clean and damp dust all waste receptacles and remove waste
               papers and rubbish from the Premises nightly; wash receptacles as
               necessary.

        2.     Empty and clean all ash trays, screen all sand urns nightly and
               supply and replace sand as necessary.

        3.     Vacuum all rugs and carpeted areas in offices, lobbies and
               corridors nightly.

        4.     Hand dust and wipe clean with damp or treated cloth all office
               furniture, files, fixtures, paneling, window sills and all other
               horizontal surfaces nightly; wash window sills when necessary.

        5.     Damp wipe and clean all glass furniture tops nightly.

        6.     Remove all finger marks and smudges from all vertical surfaces,
               including doors, door frames, around light switches, private
               entrance glass and partitions nightly.

        7.     Wash clean all water coolers nightly.

        8.     Damp mop spillage in office and public areas as required.

        9.     Damp dust all telephones nightly.


B.      Wash Rooms

        1.     Mop, rinse and dry floors nightly.

        2.     Scrub floors monthly.

        3.     Clean all mirrors, bright work and enameled surfaces nightly.

        4.     Wash and disinfect all basins, urinals and bowls nightly.

        5.     Damp wipe all partitions and outside surfaces of all dispensers
               and receptacles nightly.

        6.     Empty and sanitize all receptacles and sanitary disposals
               nightly; clean and wash at least once per week.

        7.     Fill toilet tissue, soap, towel and sanitary napkin dispensers
               nightly.

        8.     Clean flushometers, piping, toilet seat hinges and other metal
               work weekly.

        9.     Clean all tile walls from trim to floor monthly.

        10.    Vacuum all louvers, ventilating grilles and dust light fixtures
               necessary.


C.      Floors

        1.     Asphalt, vinyl, rubber or other composition floors and bases to
               be dust mopped nightly.

        2.     Vinyl tile floors will be waxed and buffed monthly.

        3.     All floors stripped and rewaxed as necessary.

        4.     All carpeted areas and rugs to be vacuum cleaned nightly.

        5.     Carpet shampooing will be performed at Tenant's request and
               billed to Tenant.


D.      Glass

        1.     Clean the outside and inside of all perimeter windows as
               necessary.

        2.     Clean glass entrance doors and adjacent glass panels as
               necessary.

<PAGE>

E.      High Dusting (Quarterly)

        1.     Dust and wipe clean all closet shelving when empty and vacuum all
               floors in closets if such are empty.

        2.     Dust all picture frames, charts, graphs and similar wall
               hangings.

        3.     Dust clean all vertical surfaces such as walls, partitions,
               doors, door bucks and other surfaces above shoulder height.


F.      Day Service

        1.     At least once, but no more than twice during the day, check
               ladies' washroom for toilet tissue and sanitary napkin
               replacements.

        2.     Supply toilet tissue, soap and towels in men's and ladies'
               washrooms and sanitary napkins in ladies' washrooms as necessary.


G.      General

        1.     Interior and exterior of metal elevator car and hatch doors
               (including saddles) serving Premises to be cleaned and treated as
               necessary.

        2.     Wipe all interior metal window frames, mullions and other
               unpainted interior metal surfaces of the perimeter walls of the
               Building each time the interior of the windows is washed.

        3.     Clean all metal hardware and other bright work as necessary.

        4.     Dust and/or wash all directory boards as required, remove
               fingerprints and smudges nightly.

        5.     Maintain Building lobby, corridors and other public areas in a
               clean condition. All of the foregoing work shall be performed on
               business days only.

<PAGE>

                                TABLE OF CONTENTS


ARTICLE 37  COMMENCEMENT AND END OF TERM


ARTICLE 38  TAX AND EXPENSE ESCALATION


ARTICLE 39  TENANT'S USE OF BUILDING COMMON AREAS


ARTICLE 40  INSURANCE


ARTICLE 41  CONDITIONS OF LIMITATION


ARTICLE 42  ASSIGNMENT, MORTGAGING, SUBLETTING


ARTICLE 43  ELECTRICITY


ARTICLE 44  ACCESS; CHANGE IN FACILITIES


ARTICLE 45  PROHIBITED USE


ARTICLE 46  BROKERAGE


ARTICLE 47  NOTICES


ARTICLE 48  ESTOPPEL CERTIFICATE


ARTICLE 49  NON-LIABILITY AND INDEMNIFICATION; SURRENDER


ARTICLE 50  SECURITY DEPOSIT


ARTICLE 51  DIRECTORY LISTING


ARTICLE 52  AS IS


ARTICLE 53  INTENTIONALLY DELETED


ARTICLE 54  INTENTIONALLY DELETED


ARTICLE 55  INTENTIONALLY DELETED


ARTICLE 56  RENT DEFAULTS


ARTICLE 57  ALTERATIONS, REPAIRS; PLANS AND SPECIFICATIONS


ARTICLE 58  INCONSISTENT PROVISIONS


ARTICLE 59  ENTIRE AGREEMENT; NO OTHER REPRESENTATIONS;
               GOVERNING LAW



SCHEDULES

A       Floor Plan - 19th Floor

B       Description of Land

C       Intentionally Deleted

D       Rules and Regulations

E       Cleaning Specifications