<PAGE>

                                                                    EXHIBIT 10.7
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                            475 PARK AVENUE SO. CO.


                                                                       Landlord,



                    INTELLIQUEST INFORMATION GROUPS, INC.,



                                                                         Tenant.


                             --------------------
                                     LEASE
                             --------------------








Premises: 475 Park Avenue South
          Part of the 17th Floor
          New York, New York 10022


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<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
ARTICLE 1   Premises.....................................................   1
ARTICLE 2   Commencement of Term.........................................   1
ARTICLE 3   Rent.........................................................   2
ARTICLE 4   Use..........................................................   3
ARTICLE 5   Alterations, Fixtures........................................   4
ARTICLE 6   Repairs......................................................   6
ARTICLE 7   Floor Load; Noise............................................   6
ARTICLE 8   Laws, Ordinances, Requirements of Public Authorities.........   7
ARTICLE 9   Insurance....................................................   7
ARTICLE 10  Damage by Fire or Other Cause................................   9
ARTICLE 11  Assignment, Subletting, Mortgaging...........................   9
ARTICLE 12  Liability and Indemnity of Landlord and Tenant...............  14
ARTICLE 13  Moving of Heavy Equipment....................................  16
ARTICLE 14  Condemnation.................................................  16
ARTICLE 15  Entry, Right to Change Public Portions of the Building.......  17
ARTICLE 16  Conditional Limitations, Etc.................................  17
ARTICLE 17  Mechanic's Liens.............................................  22
ARTICLE 18  Landlord's and Tenant's Right to Perform Obligations.........  22
ARTICLE 19  Covenant of Quiet Enjoyment..................................  23
ARTICLE 20  Excavation...................................................  23
ARTICLE 21  Services and Equipment.......................................  23
ARTICLE 22  Escalation...................................................  25
ARTICLE 23  Electric Inclusion...........................................  29
ARTICLE 24  Broker.......................................................  32
ARTICLE 25  Subordination and Ground Lease...............................  32
ARTICLE 26  Estoppel Certificate.........................................  34
ARTICLE 27  Waiver of Jury Trial.........................................  35
ARTICLE 28  Surrender of Premises........................................  35
ARTICLE 29  Rules and Regulations........................................  35
ARTICLE 30  Successors and Assigns and Definitions.......................  36
ARTICLE 31  Notices......................................................  37
ARTICLE 32  No Waiver; Entire Agreement..................................  37
ARTICLE 33  Captions.....................................................  38
ARTICLE 34  Inability to Perform.........................................  38
ARTICLE 35  No Representations by Landlord...............................  39
ARTICLE 36  Rent Control.................................................  39
ARTICLE 37  Late Payment Charges.........................................  39
ARTICLE 38  Security Deposit.............................................  39
            SCHEDULE A  Floor Plan.......................................  46
            SCHEDULE B  Landlord's Work..................................  47
            SCHEDULE C  Description of Land..............................  50
            SCHEDULE D  Rules and Regulations............................  51
            SCHEDULE E  Cleaning Specifications..........................  54
            SCHEDULE F  Definitions......................................  56
</TABLE>
<PAGE>

          INDENTURE OF LEASE ("Lease") made this 1st day of April, 1998, between
475 PARK AVENUE SO. CO., a New York partnership, having an office at 750
Lexington Avenue, New York, New York 10022 ("Landlord") and INTELLIQUEST
INFORMATION GROUP, INC., a Delaware corporation, having an office at ___________
_______________________________________________ ("Tenant").

                                  WITNESSETH:

                                   ARTICLE 1

                                   Premises

          Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
the following space ("Demised Premises"): part of the 17th Floor, as shown on
the floor plan (Schedule A) attached hereto, in the office building known as and
by the street number 475 Park Avenue South., in the Borough of Manhattan, City
and State of New York ("Building"), upon and subject to the terms, covenants and
conditions hereafter set forth.

          TO HAVE AND TO HOLD the Demised Premises unto Tenant for a term
commencing on the "Commencement Date" (as defined in Article 2 hereof) and
ending on a date (the "Expiration Date") which shall be five (5) years and five
(5) months after the Commencement Date, plus the number of days required, if
any, to have such term expire on the last day of the calendar month, or on such
earlier date upon which said term may expire or terminate pursuant to any of the
conditions or covenants of this lease or pursuant to law.

          IT IS MUTUALLY COVENANTED AND AGREED between Landlord and Tenant as
follows:

                                   ARTICLE 2

                             Commencement of Term

          Section 2.01.  The term of this Lease and the payment of minimum rent
hereunder shall commence on the date that Landlord's work set forth on Schedule
B shall be substantially completed (the "Commencement Date") and Landlord shall
deliver possession of the Demised Premises on the Commencement Date. Except as
set forth on Schedule B, Landlord shall have no obligation to perform any other
work in connection with preparing the Demised Premises for Tenant's occupancy.
Landlord's work shall be deemed to be substantially completed where all of
Landlord's work, except for minor details or adjustments, none of which
materially interfere with Tenant's use of the Demised Premises, have been
completed. However, if Tenant shall enter into possession of the Demised
Premises and commence the conduct of its business, (exclusive of installation of
its furniture, fixtures and equipment therein), the Commencement Date shall be
the date of such entry regardless of whether the foregoing events shall have
occurred.

          Section 2.02.  Tenant has fully inspected the Demised Premises, is
familiar with the condition thereof and agrees to accept possession of the same
on the Commencement Date in
<PAGE>

their present "As Is" condition, except for Landlord's work as set forth in
Schedule B, and except for latent defects.

          Section 2.03.  If, prior to the Commencement Date, Tenant shall enter
the Demised Premises to make any installations, Landlord shall have no liability
or obligation for the care or preservation of Tenant's property, except if due
to the negligence of Landlord, its agents, contractors and employees.

          Section 2.04.  Promptly after the Commencement Date, Landlord and
Tenant will execute a statement in recordable form confirming the Commencement
and Expiration Dates of this Lease, in accordance with the foregoing provisions

                                   ARTICLE 3

                                     Rent

          Section 3.01.  Tenant shall pay, as rent for the Demised Premises, the
following:

               (a)  a fixed minimum rent (the "minimum rent") at the following
     annual rates:

                    (i)  $128,425.00 per annum (or $10,702.08 per month) for the
          first three (3) years following the Commencement Date, provided that
          if the Commencement Date is other than the first day of the month,
          then the minimum rent for the month in which the Commencement Date
          occurs shall be prorated; and

                    (ii) $133,095.00 per annum (or $11,091.25 per month) for the
          last two (2) years and five (5) months of the term hereof; and

               (b)  all other sums and charges required to be paid by Tenant
     under the terms of this Lease (including without limitation, the payments
     required to be made under Article 22), which shall be deemed to be and are
     sometimes referred to hereafter as additional rent.

          Section 3.02.  Notwithstanding the provisions of Section 3.01 hereof,
and provided Tenant is not then in default hereunder after any applicable notice
and expiration of any applicable cure period, Tenant shall be entitled to an
abatement of part of the minimum rent only in the amount of $9,534.58 for the
1st, 2nd, 3rd, 16th and 17th months following the Commencement Date, provided
that the balance of minimum rent of $1,167.50 for said months shall be due and
payable. Tenant acknowledges that the consideration for the aforesaid abatement
of minimum rent is Tenant's agreement to perform all of the terms, covenants and
conditions of this Lease on its part to be performed. Therefore, if Tenant shall
be in default under any of such terms, covenants and conditions, the aggregate
amount of all minimum rent that was abated shall immediately thereafter become
due and payable by Tenant to Landlord, Landlord shall be entitled to the same
rights and remedies as in the event of Tenant's default in the

                                       2
<PAGE>

payment of minimum rent. Except as otherwise expressly set forth herein, Tenant
shall be required to pay additional rent and all other sums form and after the
Commencement Date.

          Section 3.03.  The minimum rent shall be payable in equal monthly
installments in advance on the first business day of each and every month during
the term of this Lease, except that the first installment shall be paid upon the
execution of this Lease.

          Section 3.04.  Tenant shall pay the minimum rent and additional rent
in lawful money of the United States which shall be legal tender for the payment
of all debts, public and private, at the time of payment and such portion
thereof which is payable directly to Landlord shall be paid at the principal
place of business of Landlord, to wit: 750 Lexington Avenue, New York, New York
10022, or at such other place as Landlord may designate by written notice to
Tenant.

          Section 3.05.  The minimum rent and additional rent shall be payable
by Tenant without any set-off, abatement or deduction whatsoever and without
notice or demand, except as otherwise expressly provided herein.

                                   ARTICLE 4

                                      Use

          Section 4.01.  Tenant shall use and occupy the Demised Premises only
for the purposes of general, executive and administrative offices.

          Section 4.02.  Notwithstanding the provisions of Section 4.01, Tenant
shall not use or allow the use of the Demised Premises or any part thereof (1)
for the cooking and/or sale of food, however Tenant may warm food through a
microwave; (2) for storage for sale of any alcoholic beverage in the Demised
Premises; (3) for the storage and retail sale to the general public of any
product or material from the Demised Premises; (4) for manufacturing or printing
purposes; (5) for the conduct of a school or training facility or similar type
of business which results in the presence of the general public in the Demised
Premises; (6) for the conduct of the business of an employment agency or
personnel agency; (7) for the conduct of any public auction or public
exhibition; (8) for occupancy by a foreign, United States, state, municipal or
other governmental or quasi-governmental body, agency or department or any
authority or other entity which is affiliated therewith or controlled thereby
and which has diplomatic or sovereign immunity or the like with respect to a
commercial lease; (9) for messenger or delivery service (excluding Tenant's own
employees or outside services); (10) as a public stenographer or typist; (11) as
a telephone or telegraph agency; (12) as a company engaged in the business of
renting office(s) or desk space in the Demised Premises; (13) as medical offices
or a laboratory; (14) as a travel agency; (15) as a dating service; or (16) as a
restaurant.

          Section 4.03.  If any governmental license or permit, other than a
Certificate of Occupancy, shall be required for the proper and lawful conduct of
Tenant's business in the Demised Premises, or any part thereof, and if failure
to secure such license or permit would in any way affect Landlord, Tenant, at
its expense, shall duly procure and thereafter maintain such

                                       3
<PAGE>

license or permit and submit the same for inspection by Landlord. Tenant shall
at all times comply with the terms and conditions of each such license or
permit.

          Section 4.04.  Tenant shall not at any time use or occupy, or suffer
or permit anyone to use or occupy, the Demised Premises, or do or permit
anything to be done in the Demised Premises, in violation of the Certificate of
Occupancy for the Demised Premises or for the Building, and will not permit or
cause any act to be done or any condition to exist on the Demised Premises which
may be dangerous unless safeguarded as required by law, or which in law
constitutes a nuisance, public or private, or which may make void or voidable
any insurance then in force covering the Building and building equipment.

                                   ARTICLE 5

                             Alterations, Fixtures

          Section 5.01.  Tenant without Landlord's prior consent shall make no
alterations, installations, additions, or improvements in or to the Demised
Premises ("work"), including, but not limited to a water cooler, an air
conditioning or cooling system, or any unit or part thereof or other apparatus
of like or other nature, paneling, partitions, railings, mezzanine floors,
galleries and the like. However, Tenant may make non-structural interior changes
and improvements, subject to Landlord' s consent which shall not be unreasonably
withheld or delayed. If any contractor, other than Landlord, shall perform work,
such contractor shall first be approved by Landlord, and as a condition of such
approval, Tenant shall pay to Landlord ten (10%) percent of the cost of such
work for supervision, coordination and other expenses incurred by Landlord in
connection therewith. However, such ten (10%) charge shall not be applicable to
the initial work performed in the Demised Premises or to painting, wall
covering, floor covering and furnishings. Workers' compensation and public
liability insurance and property damage insurance, all in amounts and with
companies and/or forms reasonably satisfactory to Landlord, shall be provided
and at all times maintained by Tenant's contractors engaged in the performance
of the work, and before proceeding with the work certificates of such insurance
shall be furnished to Landlord. If consented to by Landlord, all such work shall
be done at Tenant's sole expense and at such times and in such manner as
Landlord may from time to time designate and in full compliance with all
governmental authorities having jurisdiction thereover. Upon completion of the
work, Tenant shall deliver to Landlord full scale "as built" plans for the same.
All work affixed to the realty or if not so affixed but for which Tenant shall
have received a credit (other than Tenant's trade fixtures), shall become the
property of Landlord and shall remain upon, and be surrendered with, the Demised
Premises as a part thereof at the end of the term, without allowance to Tenant
or charge to Landlord, unless Landlord elects otherwise on notice to Tenant
given at any time prior to or on any termination of this Lease. If Landlord
shall elect, otherwise, then all such work or such portion thereof as Landlord
shall elect shall be removed by Tenant and Tenant shall restore the Demised
Premises to its original condition, at Tenant's expense. If any Building
facilities or services, including but not limited to air-conditioning and
ventilating equipment installed by Landlord and adversely affected or damaged by
reason of work by Tenant, Tenant, at its expense, shall repair such damage and
shall correct the work so as to prevent any further damage or adverse affect on
such facilities or services.

                                       4
<PAGE>

          Section 5.02.  Prior to commencing any work pursuant to the provisions
of Section 5.01, Tenant shall furnish to Landlord:

               (a)  Plans and specifications for the work.

               (b)  Copies of all governmental permits and authorizations which
     may be required in connection with such work.

               (c)  A certificate evidencing that Tenant (or Tenant's
     contractor) has procured worker's compensation insurance covering all
     persons employed in connection with the work who might assert claims for
     death or bodily injury against Overlandlord, as defined in Article 25,
     Landlord, Tenant or the Building.

               (d)  Such additional personal injury and property damage
     insurance (over and above the insurance required to be carried by Tenant
     pursuant to the provisions of Section 9.03) as Landlord may reasonably
     require because of the nature of the work to be done by Tenant.

               (e)  If such work shall exceed $25,000, a bond or other security
     satisfactory to Landlord in the amount of one hundred ten (110%) percent of
     the aggregate cost of the work to insure completion of the work.

          Section 5.03.  Where furnished by or at the expense of Tenant (except
the replacement of an item theretofore furnished and paid for by Landlord or for
which Tenant has received a credit), all movable property, furniture,
furnishings and trade fixtures ("personalty") other than those affixed to the
realty shall remain the property of and shall be removed by Tenant on or prior
to any termination or expiration of this Lease, and, in the case of damage by
reason of such removal, Tenant, at Tenant's expense, promptly shall repair the
damage. If Tenant does not remove any such personalty, Landlord, at its
election, (a) may cause the personalty to be removed and placed in storage at
Tenant's expense or (b) may treat the personalty as abandoned and may dispose of
the personalty as it sees fit without accounting to Tenant for any proceeds
realized upon such disposal.

          Section 5.04.  Tenant agrees that the exercise of its rights pursuant
to the provisions of this Article 5 shall not be done in a manner which would
create any work stoppage, picketing, labor disruption or dispute or violate
Landlord's union contracts affecting the Building or unreasonably interfere with
the business of Landlord or any Tenant or occupant of the Building. In the event
of the occurrence of any condition described above arising from the exercise by
Tenant of its right pursuant to the provisions of this Article 5, Tenant shall,
immediately upon written notice from Landlord, cease the manner of exercise of
such right giving rise to such condition. In the event Tenant fails to cease
such manner of exercise of its rights as aforesaid, Landlord, in addition to any
rights available to it under this Lease and pursuant to law, shall have the
right to injunction without notice. With respect to Tenant's work, Tenant shall
make all arrangements for, and pay all expenses incurred in connection with, use
of the freight elevators servicing the Demised Premises during those hours other
than as provided in Section 21.01 (a).

                                       5
<PAGE>

                                   ARTICLE 6

                                    Repairs

          Section 6.01.  Tenant shall take good care of the Demised Premises and
the fixtures and appurtenances therein and of all portions of the HVAC,
mechanical, plumbing and electrical systems within and exclusively serving the
Demised Premises, and at its sole cost and expense make all non-structural
repairs thereto as and when needed to preserve them in good working order and
condition. All damage or injury to the Demised Premises or the Building or to
any building equipment caused by Tenant moving property in or out of the
Building or by installation or removal of personalty or resulting from
negligence or conduct of Tenant, its employees, agents, contractors, customers,
invitees and visitors, shall be repaired, promptly by Tenant at Tenant's
expense, and whether or not involving structural changes or alterations, to the
reasonable satisfaction of Landlord. All repairs shall include replacements or
substitutions where necessary and shall be at least equal to the quality, class
and value of the property repaired, replaced or substituted and shall be done in
a good and workmanlike manner.

          Section 6.02.  Landlord shall, at Landlord's sole expense, perform all
maintenance, repairs and replacements, structural and otherwise, to the exterior
and public portions of the Building and the Building systems, and structural
parts of the Demised Premises unless Tenant is required to make them under the
provisions of Section 6.01, or unless required as a result of the performance or
existence of alterations performed by Tenant or on its behalf, in which event
Tenant, at its expense, shall perform such maintenance, repairs or replacement.
Landlord shall have no liability to Tenant by reason of any inconvenience,
annoyance, interruption or injury to business arising from Landlord's making any
repairs or changes which Landlord is required or permitted by this Lease, or
required by law, to make in or to any portion of the Building or the Demised
Premises, or in or to the fixtures, equipment or appurtenances of the Building
or the Demised Premises. However, Landlord shall use reasonable efforts to make
such repairs or changes in a manner to minimize its interference with the normal
conduct of Tenant's business, provided Landlord shall not be required to employ
overtime or premium labor.

          Section 6.03.  Tenant shall not store or place any materials or other
obstructions in the lobby or other public portions of the Building, or on the
sidewalk abutting the Building.

                                   ARTICLE 7

                               Floor Load; Noise

          Section 7.01.  Tenant shall not place a load upon any floor of the
Demised Premises which exceeds the load per square foot which such floor was
designed to carry (50 lbs. live load per square foot) and which is allowed by
law.

          Section 7.02.  Business machines and mechanical equipment belonging to
Tenant which cause noise, vibration or any other nuisance that may be
transmitted to the structure or other portions of the Building or to the Demised
Premises, to such a degree as to be reasonably objectionable to Landlord or
which unreasonably interfere with the use or enjoyment by other

                                       6
<PAGE>

tenants of their premises or the public portions of the Building, shall be
placed and maintained by Tenant, at Tenant's expense, in settings of cork,
rubber or spring type vibration eliminators sufficient to eliminate such
objectionable or interfering noise or vibration.

                                   ARTICLE 8

             Laws, Ordinances, Requirements of Public Authorities

          Section 8.01.

               (a)  Tenant, at its expense, from and after the Commencement
     Date, shall comply with all laws, orders, ordinances, rules and regulations
     and directions of Federal, State, County and Municipal authorities and
     departments thereof having jurisdiction over the Demised Premises,
     including without limitation the Americans With Disabilities Act
     ("Governmental Requirements") referable to Tenant or the Demised Premises,
     arising by reason of (i) Tenant's occupancy, use or manner of use of the
     Demised Premises, or any installations made therein by or at Tenant's
     request, or (ii) any default by Tenant under this Lease.

               (b)  Landlord, at its expense, shall comply with Governmental
     Requirements relating to the public portions of the Building and that
     Tenant is not obligated to comply with them under the provisions of
     subdivision (a) of this Section. Landlord, at its expense, may contest the
     validity of any Governmental Requirements and postpone compliance therewith
     pending such contest.

                                   ARTICLE 9

                                   Insurance

          Section 9.01.  [PAGE IS MISSING]

          Section 9.02.  [PAGE IS MISSING]

          Section 9.03.

               (a)  Tenant covenants to provide on or before the Commencement
     Date and to keep in force during the term hereof, the following insurance:

                    (i)  A commercial policy of liability insurance protecting
          and indemnifying Landlord, Tenant and Overlandlord (as defined in
          Article 25) against any and all claims for personal injury, death or
          property damage occurring upon, in or about the Demised Premises, and
          the public portions of the Building used by Tenant, its employees,
          agents, contractors, customers, invitees, and visitors, including,
          without limitation, personal injury, death or property damage
          resulting from any work performed by or on

                                       7
<PAGE>

          behalf of Tenant, with coverage of not less than an aggregate of
          $3,000,000.00 combined single limit for personal injury, death and
          property damage arising out of one occurrence or accident.

                    (ii) Fire and extended coverage in an amount adequate to
          cover the cost of replacement of all personal property, fixtures,
          furnishings and equipment, including Landlord's work as set forth in
          Schedule B and Tenant's work as set forth in Section 5.01, located in
          the Demised Premises.

               (b)  All such insurance shall (i) be effected under valid and
     enforceable policies, (ii) be issued by insurers of recognized
     responsibility authorized to do business in the State of New York, (iii)
     contain a provision whereby the insurer agrees not to cancel the insurance
     without at least thirty (30) days' prior written notice to Landlord, and
     (iv) contain a provision that no act or omission of Tenant shall result in
     forfeiture of the insurance as against Landlord only.

          On or before the Commencement Date, Tenant shall deliver to Landlord
duplicate originals of the aforesaid policies or certificates evidencing the
aforesaid insurance coverage, and renewal policies or certificates shall be
delivered to Landlord at least thirty (30) days prior to the expiration date of
each policy with proof of payment of the premiums thereof.

          Section 9.04.  Landlord and Tenant shall each secure an appropriate
clause in, or an endorsement upon, each fire or extended coverage policy
obtained by it and covering the Building, the Demised Premises or the personal
property, fixtures and equipment located therein or thereon, pursuant to which
the respective insurance companies waive subrogation or permit the insured,
prior to any loss, to agree with a third party to waive any claim it might have
against said third party. The waiver of subrogation or permission for waiver of
any claim herein before referred to shall extend to the agents of each party and
its employees and, in the case of Tenant, shall also extend to all other persons
and entities occupying or using the Demised Premises in accordance with the
terms of this lease. If and to the extent that such waiver or permission can be
obtained only upon payment of an additional charge, then, the party benefitting
from the waiver or permission shall pay such charge upon demand, or shall be
deemed to have agreed that the party obtaining the insurance coverage in
question shall be free of any further obligations under the provisions hereof
relating to such waiver or permission.

          Subject to the foregoing provisions of this Section 9.04, and insofar
as may be permitted by the terms of the insurance policies carried by it, (i)
each party hereby releases the other with respect to any claim (including a
claim for negligence) which it might otherwise have against the other party for
loss, damages or destruction with respect to its property by fire or other
casualty (including rental value or business interruption, as the case may be)
occurring during the term of this Lease covered by insurance, and (ii) Tenant
releases other tenants but only to the extent that the policies of such other
tenants permit a similar waiver for the benefit of Tenant and such other tenant
gives such a waiver.

                                       8
<PAGE>

                                  ARTICLE 10

                         Damage by Fire or Other Cause

          Section 10.01.  If the Demised Premises shall be damaged by fire (or
other hazards included in extended coverage endorsements to fire insurance
policies covering property in the City of New York), the damage shall be
repaired as promptly as practical by and at the expense of Landlord and the
minimum rent until such repairs shall be made, shall be apportioned and abated
according to the part of the Demised Premises which is usable by Tenant.
Landlord shall have no responsibility to repair any damage to Landlord's work as
set forth in Schedule B and to Tenant's work (as referred to in Section 5.01),
the same being the responsibility of Tenant. No penalty shall accrue for delays
which may arise by reason of adjustment of insurance. by Landlord, unavoidable
delays (as hereinafter defined), or any other cause beyond Landlord's reasonable
control. Tenant shall give immediate notice to Landlord in case of fire or other
damage to the Demised Premises of which Tenant has knowledge. If the Demised
Premises are totally or substantially damaged or are rendered wholly or
substantially untenantable by fire or any such other casualty and if Landlord
decides not to restore or rebuild the same, or if the Building shall be so
damaged that Landlord shall decide to demolish it or to rebuild it (whether or
not the Demised Premises shall have been damaged), Landlord at its election
shall, within sixty (60) days after such fire or other casualty, notify Tenant
of such decision, and thereupon the term of this Lease shall expire by lapse of
time upon the third (3rd) day after such notice is given, and Tenant shall
vacate and surrender the Demised Premises to Landlord. Tenant hereby waives the
provisions of Section 227 of the Real Property Law, and the provisions of this
Article shall govern and control in lieu thereof. Notwithstanding the foregoing,
if Landlord does not substantially complete such repairs within one hundred
eighty (180) days following the date of such casualty, then Tenant may elect to
terminate this Lease by notice to Landlord within ten (10) days following the
expiration of such one hundred eighty (180) day period, and thereupon the term
of this Lease shall expire on the thirtieth (30th) day after such notice is
given, and Tenant shall vacate and surrender the Demised Premises to Landlord,
unless within such thirty (30) day period, Landlord substantially completes such
restoration or rebuilding in which event this Lease shall remain in full force
and effect.

          Section 10.02.  No damages or compensation shall be payable by
Landlord nor shall Tenant make any claim for inconvenience, loss of business or
annoyance arising from any repair or restoration of any portion of the Demised
Premises or of the Building.

                                  ARTICLE 11

                      Assignment, Subletting, Mortgaging

          Section 11.01.  Tenant will not, by operation of law or otherwise,
assign, mortgage or encumber this Lease or sublet or permit the Demised Premises
or any part thereof to be used by others, without Landlord's prior written
consent in each instance, which shall not be unreasonably withheld or delayed
subject to and upon compliance with the provisions of Section 11.05. If this
Lease be assigned, or if the Demised Premises or any part thereof be underlet or
occupied by anybody other than Tenant, Landlord may, after default by Tenant,
collect rent from the assignee, undertenant or occupant, and apply the net
amount collected to the rent herein

                                       9
<PAGE>

reserved, but no assignment, underletting, occupancy or collection shall be
deemed a waiver of the provisions hereof, the acceptance of the assignee,
undertenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant herein contained. The
consent by Landlord to any assignment, subletting, mortgage or encumbrance shall
not in any manner be construed to relieve Tenant from obtaining Landlord's
express written consent to any other or further assignment, subletting, mortgage
or encumbrance. In no event shall any permitted sublessee assign or encumber its
sublease or further sublet all or any portion of its sublet space, or otherwise
suffer or permit the sublet space or any part thereof to be used or occupied by
others, without Landlord's prior written consent in each instance.

          Section 11.02.  If Tenant shall at any time or times during the term
of this Lease desire to assign this Lease or sublet all or part of the Demised
Premises, Tenant shall give written notice thereof to Landlord, which notice
shall be accompanied by (a) a conformed or photostatic copy of the proposed
assignment or sublease, the effective or commencement date, which shall be not
less than thirty (30) nor more than sixty (60) days after the giving of such
notice, (b) a statement setting forth in reasonable detail the identity of the
proposed assignee or subtenant, the nature of its business and its proposed use
of the Demised Premises, and (c) current financial information with respect to
the proposed assignee or subtenant, including, without limitation, its most
recent financial report. Such notice shall be deemed an offer from Tenant to
Landlord whereby Landlord (or Landlord's designee) may, at its option, (i)
terminate this Lease (if the proposed transaction is an assignment or a sublease
(by one or more subleases) of all or substantially all of the Demised Premises),
or (ii) terminate this Lease with respect to the space being sublet (if the
proposed transaction is a sublease of part of the Demised Premises). Said
options may be exercised by Landlord by written notice to Tenant at any time
within twenty (20) days after such notice has been given by Tenant to Landlord;
and during such twenty (20) day period Tenant shall not assign this lease nor
sublet such space to any person.

          Section 11.03.  If Landlord exercises its option to terminate this
Lease in the case where Tenant desires either to assign this Lease or sublet (by
one or more subleases) all or substantially all of the Demised Premises, then,
this Lease shall end and expire on the date that such assignment or sublet was
to be effective or commence, as the case may be, and the minimum rent and
additional rent shall be paid and apportioned to such date and any payments with
respect thereto made or to be made by Tenant to such date shall be promptly
returned to or paid by Tenant, as the case may be.

          Section 11.04.  If Landlord exercises its option to terminate this
Lease in part in any case where Tenant desires to sublet part of the Demised
Premises, then, (a) this, Lease shall end and expire with respect to such part
of the Demised Premises on the date that the proposed sublease was to commence;
and (b) from and after such date the minimum rent and additional rent shall be
adjusted, based upon the proportion that the rentable area of the Demised
Premises remaining bears to the total rentable area of the Demised Premises; and
(c) Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in
physically separating such part of the Demised Premises from the balance of the
Demised Premises and in complying with any laws and requirements of any public
authorities relating to such separation.

          Section 11.05.  In the event Landlord does not exercise an option
provided to it pursuant to Section 11.02 and provided that Tenant is not in
default of any of Tenant's

                                      10
<PAGE>

obligations under this Lease, Landlord's consent (which must be in writing and
in form reasonably satisfactory to Landlord) to the proposed assignment or
sublease shall not be unreasonably withheld or delayed, provided and upon
condition that:

               (a)  Tenant shall have complied with the provisions of Section
     11.02 and Landlord shall not have exercised any of its options under said
     Section 11.02 within the time permitted therefor;

               (b)  The proposed assignee or subtenant is engaged in a business
     and the Demised Premises, or the relevant part thereof, will be used in a
     manner which (i) is limited to the use expressly permitted under Sections
     4.01 and 4.02 of this Lease, and (ii) is in keeping with the then standards
     of the Building;

               (c)  The proposed assignee or subtenant is a reputable person or
     entity with sufficient financial worth considering the responsibility
     involved, and Landlord has been furnished with reasonable proof thereof;

               (d)  Neither (i) the proposed assignee or sublessee nor (ii) any
     person which, directly or indirectly, controls, is controlled by or is
     under common control with, the proposed assignee or sublessee, is then an
     occupant of any part of the Building; provided there is comparable space in
     the Building available for leasing by Landlord;

               (e)  The proposed assignee or sublessee is not a person with whom
     Landlord is currently negotiating to lease space in the Building;

               (f)  The proposed sublease shall be in form reasonably
     satisfactory to Landlord and shall comply with the provisions of this
     Article;

               (g)  At any one time there shall not be more than two (2)
     subtenants (including Landlord or its designee) in the Demised Premises;

               (h)  Tenant shall reimburse Landlord on demand for any reasonable
     costs that may be incurred by Landlord in connection with said assignment
     or sublease, including costs incurred for obtaining financial and credit
     reports of the proposed assignee or subtenant, and reasonable attorneys'
     fees incurred in connection with the granting of any requested consent; and

               (i)  Tenant shall not have (i) advertised the Demised Premises
     for subletting or assignment without prior notice to Landlord, or (ii)
     listed the same at a rental rate less than the minimum rent or additional
     rent at which Landlord is then offering to lease other space in the
     Building.

          Except for any subletting by Tenant to Landlord or its designee
pursuant to the provisions of this Article, each subletting pursuant to this
Article shall be subject to all of the covenants, agreements, terms, provisions
and conditions contained in this Lease. Notwithstanding any such subletting to
Landlord or any such subletting to any other subtenant and/or acceptance of rent
or additional rent by Landlord from any subtenant, Tenant shall and

                                      11
<PAGE>

will remain fully liable for the payment for the minimum rent and additional
rent due and to become due hereunder and for the performance of all the
covenants, agreements, terms, provisions and conditions contained in this Lease
on the part of Tenant to be performed and all acts and omissions of any licensee
or subtenant or anyone claiming under or through any subtenant which shall be in
violation of any of the obligations of this Lease, and any such violation shall
be deemed to be a violation by Tenant. Tenant further agrees that
notwithstanding any such subletting, no other and further subletting of the
Demised Premises by Tenant or any person claiming through or under Tenant
(except as provided in Section 11.05) shall or will be made except upon
compliance with and subject to the provisions of this Article. If Landlord shall
decline to give its consent to any proposed assignment or sublease, or if
Landlord shall exercise any of its options under Section 11.02, Tenant shall
indemnify, defend and hold harmless Landlord against and from any and all loss,
liability, damages, costs and expenses (including reasonable counsel fees)
resulting from any claims that may be made against Landlord by the proposed
assignee or sublessee or by any brokers or other persons claiming a commission
or similar compensation in connection with the proposed assignment or sublease,
excluding any employed directly by Landlord and not claiming through Tenant or
the proposed assignee or subtenant.

          Section 11.08.  In the event that (a) Landlord fails to exercise any
of its options under Section 11.02 and consents to a proposed assignment or
sublease, and (b) Tenant fails to execute and deliver the assignment or sublease
to which Landlord consented within sixty (60) days after the giving of such
consent, then, Tenant shall again comply with all of the provisions and
conditions of Section: 11.02 before assigning this Lease or subletting all or
part of the Demised Premises.

          Section 11.09.  With respect to each and every sublease or subletting
authorized by Landlord under the provisions of this Lease, it is further agreed:

               (a) No subletting shall be for a term ending later than one day
          prior to the expiration date of this Lease;

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

               (c) Each sublease shall provide that it is subject and
          subordinate to this Lease and to the matters to which this Lease is or
          shall be subordinate, and that in the event of termination, re-entry
          or dispossess by Landlord under this Lease Landlord may, at its
          option, take over all of the right, title and interest of Tenant, as
          sublessor, under such sublease, and such subtenant shall, at
          Landlord's option, attorn to Landlord pursuant to the then executory
          provisions of such sublease, except that Landlord shall not (i) be
          liable for any previous act or omission of Tenant under such sublease,
          (ii) be subject to any offset, not expressly provided in such
          sublease, which theretofore accrued to such subtenant against Tenant,
          or (iii) be bound by any previous modification of such sublease or by
          any previous prepayment of more than one month's rent.

                                      12
<PAGE>

          Section 11.10.  If Landlord gives 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 of this Lease or an assignment
          by any sublessee of any Sublease, an amount equal to one-half 1/2) of
          all sums and other considerations paid to Tenant from the assignee for
          such assignment or paid to Tenant by any sublessee or other person
          claiming through or under Tenant for such assignment, (including, but
          not limited to sums paid for the sale of Tenant's or sublessee's
          fixtures, leasehold improvements, less, in case of a sale thereof, the
          then net unamortized or undepreciated cost thereof determined on the
          basis of Tenant's or sublessee's federal income tax returns). The sums
          payable to Landlord under this Section 11.10(a) shall be paid to
          Landlord as and when paid by such assignee to Tenant; and

               (b) in the case of a sublease by Tenant or by any sublessee or
          other person claiming through or under Tenant, an amount equal to one-
          half (1/2) of all of the rents and charges and other consideration
          payable under the sublease to Tenant by the subtenant or paid to
          Tenant by any such sublessee or other person claiming through or under
          Tenant in connection with such subletting, which is in excess of the
          minimum rent accruing during the term of the sublease in respect of
          the subleased space (at the rate per square foot payable by Tenant
          hereunder or such sublessee) pursuant to the terms of this Lease or
          such sublease (including, but not limited to sums paid for the sale or
          rental of Tenant's or such sublessee's fixtures, leasehold
          improvements, less, in case of a sale thereof, the then net
          unamortized or undepreciated cost thereof determined on the basis of
          Tenant's or sublessee's federal income tax returns). The sums payable
          to Landlord under this Section 11.10(b) shall be paid to Landlord as
          and when paid by such subtenant to Tenant.

               (c) For the purposes of computing the sums payable by Tenant to
          Landlord under subparagraphs (a) and (b) hereof, there shall be from
          the consideration payable to Tenant by any assignee or sublessee any
          transfer taxes, rent concession, reasonable attorneys' fees, brokerage
          commissions, advertising costs and fix-up costs paid by Tenant, with
          respect to such assignment or subletting, but only to the extent any
          such sums are allocable to the period of this Lease (in the case of
          any assignment), or the term of any sublease, assuming the same are
          amortized over the term of this Lease or sublease, as may be
          applicable.

          Section 11.11.  If Tenant is a corporation, a partnership or other
entity, the provisions of Section 11.01 shall apply to a transfer (by one or
more transfers) of a majority of the stock or other ownership interests of
Tenant, as if such transfer of a majority of the stock or other ownership
interests of Tenant were an assignment of this Lease; but said provisions and
the provisions of Section 11.02 shall not apply to transactions with a
corporation or other entity into or with which Tenant is merged or consolidated
or to which substantially all of Tenant's assets are transferred or to any
corporation or other entity which controls or is controlled by Tenant or is
under common control with Tenant, provided that in any of such events, (i) the
successor to Tenant has a net worth computed in accordance with generally
accepted accounting principles at

                                      13
<PAGE>

least equal to the greater of (1) the net worth of Tenant immediately prior to
such merger, consolidation or transfer, or (2) the net worth of tenant herein
named on the date of this Lease, and (ii) proof satisfactory to Landlord of such
net worth shall have been delivered to Landlord at least ten (10) days prior to
the effective date of any such transaction.

          Section 11.12  Any assignment or transfer, whether made with
Landlord's consent pursuant to Section 11.01 or without Landlord's consent
pursuant to Section 11.11, shall be made only if, and shall not be effective
until, the assignee shall execute, acknowledge and deliver to Landlord an
agreement in form and substance satisfactory to Landlord whereby the assignee
shall assume the obligations of this Lease on the part of Tenant to be performed
or observed, and whereby the assignee shall agree that the provisions in Section
11.01 shall, notwithstanding such assignment or transfer, continue to be binding
upon it in respect of all future assignments and transfers. The original named
Tenant covenants that, notwithstanding any assignment or transfer, whether or
not in violation of the provisions of this Lease, and notwithstanding the
acceptance of minimum rent and/or additional rent by Landlord from an assignee,
transferee, or any other party, the original named Tenant shall remain fully
liable for the payment of the minimum rent and additional rent and for the other
obligations of this Lease on the part of Tenant to be performed or observed.

          Section 11.13. The joint and several liability of Tenant and any
immediate or remote successor in interest of Tenant and the due performance of
the obligations of this Lease on Tenant's part to be performed or observed shall
not be discharged, released or impaired in any respect by any agreement or
stipulation made by Landlord extending the time of, or modifying any of the
obligations of, this Lease, or by any waiver or failure of Landlord to enforce
any of the obligations of this Lease.

          Section 11.14. The listing of any name other than that of Tenant,
whether on the doors of the Premises or the Building directory, or otherwise,
shall not operate to vest any right or interest in this Lease or in the
Premises, nor shall it be deemed to be the consent of Landlord to any assignment
or transfer of this Lease or to any sublease of the Premises or to the use or
occupancy thereof by others.

                                  ARTICLE 12

                Liability and Indemnity of Landlord and Tenant

          Section 12.01. Each party shall indemnify the other, its agents,
contractors and employees against and save the other, its agents, contractors
and employees harmless from any liability to and claim by or on behalf of any
person, firm, governmental authority, corporation or entity for personal injury,
death or property damage, arising (a) (i) with respect to Tenant from it's use
of the Demised Premises or from any work whatsoever done or omitted to be done
by Tenant, its employees, agents, contractors, customers, invitees or visitors,
or from any accident thereat, except when caused solely by the negligence or
willful act of Landlord, its agents, contractors and employees, and (ii) with
respect to Landlord, from any work or thing whatsoever negligently done or
omitted to be done in the Building or the common areas by Landlord, its
employees, agents or contractors, except when caused by the negligence or
willful act of Tenant,

                                      14
<PAGE>

its agents, contractors or employees; and (b) from any breach or default by it
of any under any of the terms, covenants and conditions of this Lease on its
part to be performed.

          Each party also shall indemnify the other, its agents, contractors and
employees against and save the other, its agents, contractors and employees
harmless from all costs, reasonable counsel fees, expenses and penalties
incurred by the other, its agents, contractors and employees in connection with
any such liability or claim.

          If any action or proceeding shall be brought against a party in
connection with any such liability or claim, such party ("Indemnitee") shall
promptly give notice thereof to the other party ("Indemnitor"), and Indemnitor
shall defend such action or proceeding, at Indemnitor's expense, by counsel
reasonably satisfactory to Indemnitee. Counsel for Indemnitor's insurance
carrier is satisfactory.

          Section 12.02.  Landlord shall not be liable for any damage to
property of Tenant or of others entrusted to employees of the Building, nor for
the loss of or damage to any property of Tenant by theft or otherwise, except if
due to the negligence or willful act of Landlord, its agents, contractors or
employees. Landlord and its agents shall not be liable for any injury or damage
to persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water, rain or snow or leaks from any part of the Building or
from the pipes, appliances or plumbing works or from the roof, street or sub-
surface or from any other place or by dampness or by any other cause of
whatsoever nature, except if due to the negligence or willful act of Landlord,
its agents, contractors or employees; nor shall Landlord be liable for any such
damage caused by other tenants or persons in the Building or caused by
operations in construction of any public or quasi-public work. If, at any time
any windows of the Demised Premises are permanently closed, darkened or bricked
up in accordance with the requirements of law or are temporarily darkened or
closed by reason of repairs, alterations or maintenance by Landlord, Landlord
shall not be liable for any damage Tenant may sustain thereby and Tenant shall
not be entitled to any compensation therefor nor abatement of rent nor shall the
same release Tenant from its obligations hereunder nor constitute an eviction.
(Reference hereinabove to Landlord shall for all purposes be deemed to include
the Overlandlord as defined in Article 25.)

          Tenant shall reimburse and compensate Landlord, as additional rent,
within ten (10) days after rendition of a statement for all expenditures made by
or damages or fines sustained or incurred by Landlord due to any default by
Tenant under this Lease.

          Tenant shall give immediate notice to Landlord upon its discovery of
accidents in the Demised Premises.

          Section 12.03.  If in this Lease it is provided that Landlord's
consent or approval as to any matter will not be unreasonably withheld, and it
is established by a court or body having final jurisdiction thereover
that landlord has been unreasonable, the only effect of such finding shall be
that Landlord shall be deemed to have given its consent or approval; but
Landlord shall not be liable to Tenant in any respect for money damages by
reason of withholding its consent.

                                      15
<PAGE>

                                  ARTICLE 13

                           Moving of Heavy Equipment

          Tenant shall not move any safe, heavy equipment or bulky matter,
except for standard office equipment or furniture, in or out of the Building
without Landlord's written consent, which shall not be unreasonably withheld or
delayed. If the movement of such items requires special handling, Tenant agrees
to employ only persons holding a Master Rigger's License to do said work and all
such work shall be done in full compliance with the Administrative Code of the
City of New York and other municipal requirements. All such movements shall be
made during hours which will least interfere with the normal operations of the
Building, and all damage caused by such movement shall be promptly repaired by
Tenant at Tenant's expense.

                                  ARTICLE 14

                                 Condemnation

          Section 14.01.  In the event that ten (10%) percent or more of the
Demised Premises shall be condemned or taken in any manner for any public or
quasi-public use, this Lease and the term and estate hereby granted shall
forthwith cease and terminate as of the date of vesting of title. In the event
that less than ten (10%) percent of the Demised Premises shall be so condemned
or taken, then, effective as of the date of vesting of title, the rent hereunder
for such part shall be equitably abated and this Lease shall continue as to such
part not so taken. In the event that a portion of the Building shall be so
condemned or taken, then (a) if substantial structural alteration or
reconstruction of the Building shall, in the reasonable opinion of Landlord, be
necessary or appropriate as a result of such condemnation or taking (whether or
not the Demised Premises be affected), Landlord may, at its option, terminate
this Lease and the term and estate hereby granted as of the date of such vesting
of title by notifying Tenant in writing of such termination within ninety (90)
days of following the date on which Landlord shall have received notice of
vesting of title, or (b) if Landlord doe's not elect to terminate this Lease, as
aforesaid, this Lease shall be and remain unaffected by such condemnation or
taking, except that the minimum rent and additional rent shall be abated to the
extent, if any, hereinbefore provided. In the event that only a part of the
Demised Premise's shall be so condemned or taken and this Lease and the term and
estate hereby granted are not terminated as hereinbefore provided, Landlord, out
of the portion of the award allocated for such purpose and to the extent such
award is sufficient, will restore with reasonable diligence the remaining
portions of the Demised Premises as nearly as practicable to the same condition
as it was in prior to such condemnation or taking.

          Section 14.02.  In the event of termination in any of the cases
hereinabove provided, this Lease and the term and estate hereby granted shall
expire as of the date of such termination with the same effect as if that were
the Expiration Date and the rent hereunder shall be apportioned as of such date.

          Section 14.03.  In the event of any condemnation or taking hereinabove
mentioned of all or a part of the Building, Landlord shall be entitled to
receive the entire award in the

                                      16
<PAGE>

condemnation proceeding, including any award made for the value of the estate
vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord
any and all right, title and interest of Tenant now or hereafter arising in or
to any such award or any part thereof, and Tenant shall be entitled to receive
no part of such award. However, Tenant may make a separate claim with the
condemning authority for Tenant's trade fixtures and relocation. costs, provided
the same does not affect Landlord's award.

                                  ARTICLE 15

            Entry, Right to Change Public Portions of the Building

          Section 15.01.  Tenant shall permit Landlord to erect, use and
maintain pipes and conduits in and through the walls, ceiling or below the
floors of the Demised Premises. Landlord, or its agents or designee shall have
the right, to enter the Demised Premises during business hours and upon prior
reasonable notice (except no notice in an emergency), for the purpose of making
such repairs or alterations, as Landlord shall desire, shall be required or
shall have the right to make under the provisions of this Lease; and shall also
have the right to enter the Demised Premises for the purpose of inspecting them
or exhibiting them to prospective purchasers or lessees of the Building or to
prospective mortgagees or to prospective assignees of any such mortgagees.
Landlord shall be allowed to take all material into and upon the Demised
Premises that may be required for the repairs or alterations above mentioned
without the same constituting an eviction of Tenant in whole or in part and the
rent reserved shall in no wise abate while said repairs or alterations are being
made. Landlord shall use reasonable efforts to perform such repairs or
alterations in a manner to minimize its interference with the conduct of
Tenant's business, provided Landlord shall not be required to employ overtime or
premium labor.

          Section 15.02.  During the nine (9) months prior to the expiration of
the term of this Lease, Landlord may exhibit the Demised Premises to prospective
tenants.

          Section 15.03.  Landlord shall have the right at any time without
thereby creating an actual or constructive eviction or incurring any liability
to Tenant therefor, to change the arrangement or location of, but not limited
to, such of the following as are not contained within the Demised Premises:
entrances, passageways, doors and doorways, corridors, elevators, stairs,
toilets, and other like public service portions of the Building.

          Section 15.04.  Landlord shall have the right at any time to name the
Building as it desires and to change any and all such names at any time
thereafter.

                                  ARTICLE 16

                         Conditional Limitations, Etc.

          Section 16.01.  If at any time during the term of this Lease:

               (a)  Tenant shall file a petition in bankruptcy or insolvency or
     for reorganization or arrangement or for the appointment of a receiver of
     all or a portion of Tenant's property, or

                                      17
<PAGE>

               (b)  Any petition of the kind referred to in subdivision (a) of
     this Section shall be filed against Tenant and such petition shall not be
     vacated or withdrawn within ninety (90) days after the date of filing
     thereof, or

               (c)  Tenant shall be adjudicated a bankrupt by any court, or

               (d)  Tenant shall make an assignment for the benefit of
     creditors, or

               (e)  a permanent receiver shall be appointed for the property of
     Tenant by order of a court of competent jurisdiction by reason of the
     insolvency of Tenant (except where such receiver shall be appointed in an
     involuntary proceeding, if he shall not be withdrawn within ninety (90)
     days after the date of his appointment),

then Landlord, at Landlord's option, may terminate this Lease on five (5) days'
notice to Tenant, and upon such termination, Tenant shall quit and surrender the
Demised Premises to Landlord.

          Section 16.02.

               (a)  If Tenant assumes this Lease and proposes to assign the same
     pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. (S)101 et seq.
     (the "Bankruptcy Code") to any person or entity who shall have made a bona
     fide offer to accept an assignment of this Lease on terms acceptable to
     Tenant, then notice of such proposed assignment, setting forth (ii) the
     name and address of such person, (ii) all of the terms and conditions of
     such offer, and (iii) the adequate assurance to be provided Landlord to
     assure such person's future performance under the Lease, including, without
     limitation, the assurance referred to in section 365(b)(3) of the
     Bankruptcy Code, shall be given to Landlord by Tenant not later than twenty
     (20) days after receipt by Tenant but in no event later than ten (10) days
     prior to the date that Tenant shall made application to a court of
     competent jurisdiction for authority and approval to enter into such
     assignment and assumption, and Landlord shall thereupon have the prior
     right and option, to be exercised by notice to Tenant given at any time
     prior to the effective date of such proposed assignment, to accept an
     assignment of this Lease upon the same terms and conditions and for the
     same consideration, if any, as the bona fide offer made by such person,
     less any brokerage commissions which may be payable out of the
     consideration to be paid by such person for the assignment of this Lease.

               (b)  If this Lease is assigned to any person or entity pursuant
     to the provisions of the Bankruptcy Code, any and all monies or other
     considerations payable or otherwise 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

                                      18
<PAGE>

     delivered to Landlord shall be held in trust for the benefit of Landlord
     and shall be promptly paid to Landlord.

               (c)  Any person or entity to which this Lease is assigned
     pursuant to the provisions of the Bankruptcy Code, shall be deemed without
     further act or deed to have assumed all of the obligations arising under
     this Lease on and after the date of such assignment. Any such assignee
     shall upon demand execute and deliver to Landlord an instrument confirming
     such assumption.

               (d)  Nothing contained in this Section shall, in any way,
     constitute a waiver of the provisions of this Lease relating to assignment.
     Tenant shall not, by virtue of this Section, have any further rights
     relating to assignment other than those granted in the Bankruptcy Code.

               (e)  Notwithstanding anything in this Lease to the contrary, all
     amounts payable by Tenant to or on behalf of Landlord under this Lease,
     whether or not expressly denominated as rent, shall constitute rent for the
     purposes of Section 502(b)(6) of the Bankruptcy Code.

               (f)  The term "Tenant" as used in this Section and in Section
     16.01, includes any guarantor(s) of this Lease and any trustee, debtor in
     possession, receiver, custodian or other similar officer.

          Section 16.03.  If this Lease shall terminate pursuant to the
provisions of Section 16.01:

               (a)  Landlord shall be entitled to recover from Tenant arrears in
     minimum rent and additional rent and, in addition thereto as liquidated
     damages, an amount equal to the difference between the minimum rent and
     additional rent for the unexpired portion of the term of this Lease which
     had been in force immediately prior to the termination effected under
     Section 16.01 of this Article and the fair and the reasonable rental value
     of the Demised Premises, on the date of termination, for the same period,
     both discounted at the rate of eight (8%) percent per annum to the date of
     termination; or

               (b)  Landlord shall be entitled to recover from Tenant arrears in
     minimum rent and additional rent and, in addition thereto as liquidated
     damages, an amount equal to the maximum allowed by 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 or less
     than the amount referred to in subdivision (a) of this Section.

          Section 16.04.

               (a)  If Tenant shall fail to make any payment of any minimum rent
     or additional rent when the same becomes due and payable, or if Tenant
     shall fail to cancel or discharge the lien referred to in Section 17.02, or
     if the Demised

                                      19
<PAGE>

     Premises become vacant or deserted, and if any such default shall continue
     for a period of five (5) days after written notice by Landlord, or

               (b)  if Tenant shall be in default in the performance of any of
     the other terms, covenants and conditions of this Lease, and such default
     shall not have been remedied within thirty (30) days after notice by
     Landlord to Tenant specifying such default and requiring it to be remedied;
     or where such default reasonably cannot be remedied within such period of
     thirty (30) days, if Tenant shall not have commenced the remedying thereof
     within such period of time and shall not be proceeding with due diligence
     to remedy it, then Landlord, at Landlord's election, may terminate this
     Lease on five (5) days' written notice to Tenant, and upon such termination
     Tenant shall quit and surrender the Demised Premises to Landlord.

          Section 16.05.  If this Lease shall terminate as provided in this
Article, or if Tenant shall be in default in the payment of minimum rent or
additional rent when the same become due and payable and such default shall
continue for a period of five (5) days after written notice by Landlord,

               (a)  Landlord may re-enter and resume possession of the Demised
     Premises and remove all persons and property therefrom either by summary
     dispossess proceedings or by a suitable action or proceeding, at law or
     inequity, or by force or otherwise, without being liable for any damages
     therefor, and

               (b)  Landlord may re-let the whole or any part of the Demised
     Premises for a period equal to, greater or less than the remainder of the
     then term of this Lease, at such rental and upon such terms and conditions
     as Landlord shall deem reasonable to any tenant it may deem suitable and
     for any use and purpose it may deem appropriate. Landlord shall not be
     liable in any respect for failure to re-let the Demised Premises or, in the
     event of such re-letting, for failure to collect the rent thereunder and
     any sums received by Landlord on a re-letting in excess of the rent
     reserved in this Lease shall belong to Landlord.

          Section 16.06.  If this Lease shall terminate as provided in this
Article or by summary proceedings (except as to any termination under Section
16.01), Landlord shall be entitled to recover from Tenant as damages, in
addition to arrears in minimum rent and additional rent,

               (a)  an amount equal to (i) all reasonable expenses incurred by
     Landlord in recovering possession of the Demised Premises and in connection
     with the re-letting of the Demised Premises, including, without limitation,
     the reasonable cost of repairing, renovating or remodeling the Demised
     Premises, and (ii) all reasonable brokers' commissions and legal fees
     incurred by Landlord in re-letting the Demised Premises, which amounts set
     forth in this subdivision (a) shall be due and payable by Tenant to
     Landlord at such time or times as they shall have been incurred; and

                                      20
<PAGE>

               (b)  an amount equal to the deficiency between the minimum rent
     and additional rent which would have become due and payable had this Lease
     not terminated and the net amount, if any, of rent collected by Landlord on
     re-letting the Demised Premises. The amounts specified in this subdivision
     shall be due and payable by Tenant on the several days on which such
     minimum rent and additional rent would have become due and payable had this
     Lease not terminated. Tenant consents that Landlord shall be entitled to
     institute separate suits or actions or proceedings for the recovery of such
     amount or amounts, and Tenant hereby waives the right to enforce or assert
     the rule against splitting a cause of action as a defense thereto.

          Landlord, at its election, at any time after such termination of this
Lease, may collect from Tenant and Tenant shall pay, in lieu of the sums
becoming due, under the provisions of subdivision (b) of this Section, an amount
equal to the difference between the minimum rent and additional rent which would
have become due and payable had this Lease not terminated (from the date of the
service of such notice to the end of the term of this Lease which had been in
force immediately prior to any termination effected under this Article) and the
then fair and reasonable rental value of the Demised Premises for the same
period, both discounted to the date of the service of such notice at the rate of
eight (8%) percent annum.

          Section 16.07.  Tenant, for itself and for all persons claiming
through or under it, hereby waives any and all rights which are or may be
conferred upon Tenant by any present or future law to redeem the Demised
Premises after a warrant to dispossess shall have been issued or after judgment
in an action of ejectment shall have been made and entered.

          Section 16.08.  The words "re-enter" and "re-entry", as used in this
Article, are not restricted to their technical legal meanings.

          Section 16.09.  Landlord shall not be required to give any notice of
its intention to re-enter, except as otherwise provided in this Lease.

          Section 16.10.  If this Lease shall terminate as provided in this
Article or by summary proceedings or otherwise, Landlord, in addition to any
other rights under this Article, shall be entitled to recover as damages, (a)
the reasonable cost of performing any work required to be done by Tenant under
this Lease; and (b) the reasonable cost of placing the Demised Premises in the
same condition as that in which Tenant is required to surrender them to Landlord
under this Lease.

          Section 16.11.  In any action or proceeding brought by Landlord
against Tenant, predicated on a default in the payment of minimum rent or
additional rent, Tenant shall not have the right to and shall not interpose any
set-off or counterclaim of any kind whatsoever, except for a mandatory
counterclaim. If Tenant has any claim, Tenant shall be entitled only to bring an
independent action therefor; and if such independent action is brought by
Tenant, Tenant shall not be entitled to and shall not consolidate it with any
pending action or proceeding brought by Landlord against Tenant for a default in
the payment of minimum rent or additional rent.

                                      21
<PAGE>

                                  ARTICLE 17

                               Mechanic's Liens

          Section 17.01.  If, subject to and notwithstanding Landlord's consent
as required under this Lease, Tenant shall cause any changes, alterations,
additions, improvements, installations or repairs to be made to or at the
Demised Premises or shall cause any labor to be performed or material to be
furnished in connection therewith, neither Landlord nor the Demised Premises,
under any circumstances, shall be liable for the payment of any expense incurred
or for the value of any work done or material furnished, and all such changes,
alterations, additions, improvements, installations and repairs and labor and
material shall be made, furnished and performed upon Tenant's credit alone and
at Tenant's expense, and Tenant shall be solely and wholly responsible to
contractors, laborers, and materialmen furnishing and performing such labor and
material. Nothing contained in this Lease shall be deemed or construed in any
way as constituting the consent or request of Landlord, express or implied, to
any contractor, laborer or materialman to furnish to perform any such labor or
material.

          Section 17.02.  If, because of any act or omission (or alleged act or
omission) of Tenant, any mechanic's or other lien, charge or order for the
payment of money shall be filed against the Demised Premises or the Building or
Landlord's estate as tenant under any ground or underlying lease (whether or not
such lien, charge or order is valid or enforceable as such), Tenant, at Tenant's
expense, shall cause it to be cancelled or discharged of record by bonding or
otherwise within ten (10) days after such filing, and Tenant shall indemnify
Landlord against and save Landlord harmless from and shall pay all costs,
expenses, losses, fines and penalties, including, without limitation, reasonable
attorneys' fees-resulting therefrom.

                                  ARTICLE 18

             Landlord's and Tenant's Right to Perform Obligations

          Section 18.01.  If Tenant shall default in the performance of any of
the terms, covenants and conditions of this Lease, Landlord, without being under
any obligation to do so and without hereby waiving such default, may remedy such
default for the account and at the expense of Tenant. Any payment made or
expense incurred by Landlord for such purpose (including, but not limited to,
reasonable attorneys' fees) with interest at the maximum legal rate, shall be
deemed to be additional rent hereunder and shall be paid by Tenant to Landlord
on demand, or at Landlord's election, added to any subsequent installment or
installments of minimum rent.

          Section 18.02.  If Landlord shall fail to perform any repair or
maintenance obligation required to be performed by Landlord in the Demised
Premises pursuant to the provisions of this Lease, then Tenant shall give
Landlord written notice (the `Repair Notice") stating the repair or maintenance
obligation which affects the Demised Premises. If Landlord fails to remedy the
condition set forth in the Repair Notice within thirty (30) days after such
Repair Notice is given then, to the extent such repair or maintenance may be
performed by Tenant solely within the Demised Premises, Tenant may perform the
same. Landlord shall reimburse Tenant for the reasonable actual costs and
expenses of performing the same, within

                                      22
<PAGE>

twenty (20) days after receipt from Tenant of paid receipts therefor, together
with waivers of liens with respect thereto.

                                  ARTICLE 19

                          Covenant of Quiet Enjoyment

          Landlord covenants that upon Tenant paying the minimum rent and
additional rent and observing and performing all the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed, after
any applicable notice and prior to the expiration of any applicable cure period,
Tenant may peaceably and quietly enjoy the Demised Premises, subject
nevertheless to the terms and conditions of this Lease, and provided, however,
that no eviction of Tenant by reason of paramount title, the foreclosure of any
mortgage now or hereafter affecting the Demised Premises or by reason of any
termination of any ground or underlying lease to which this Lease is subject and
subordinate, whether such determination is by operation of law, by agreement or
otherwise, shall be construed as a breach of this covenant nor shall any action
be brought against Landlord by reason thereof.

                                  ARTICLE 20

                                  Excavation

          In the event that construction is to be commenced or an excavation is
made or authorized for building or other purposes upon land adjacent to the
Building, Tenant shall, if necessary, afford to the person or persons causing or
authorized to commence construction or cause such excavation or to engage in
such other purpose, license to enter upon the Demised Premises for the purpose
of doing such work as shall reasonably be necessary to protect or preserve the
Building, from injury or damage and to support the Building and any new
structure to be built by proper foundations, pinning and/or underpinning, or
otherwise. Landlord agrees to cause such person(s) to use reasonable efforts to
make such work in a manner to minimize its interference with the normal conduct
of Tenant's business in the Demised Premises, provided overtime or premium labor
shall not be required to be employed.

                                  ARTICLE 21

                            Services and Equipment

          Section 21.01.  So long as Tenant is not in default under any of the
terms, covenants and conditions of this Lease, Landlord shall, at its cost and
expense:

               (a) Provide operatorless passenger elevator service Mondays
     through Fridays from 8:00 A.M. to 6:00 P.M., holidays excepted. A passenger
     elevator will be available at all other times. A service elevator shall be
     available Mondays through Fridays, holidays excepted, only from 10:00 A.M.
     to 11:30 A.M. and from 2:30 P.M. to 4:30 P.M.

                                      23
<PAGE>

               (b)  Maintain and keep in good order and repair the central
     heating, ventilating and air-conditioning system installed by Landlord. The
     system will be operated by Landlord on Mondays through Fridays, holidays
     excepted, from 8:30 A.M. to 5:30 P.M.

               (c)  Provide Building standard cleaning services in the Demised
     Premises and public portions of the Building, except no services shall be
     performed Saturdays, Sundays and holidays, in accordance with Schedule "E"
     annexed hereto and made part hereof.

               (d)  Furnish hot and cold water for lavatory and drinking
     purposes. If Tenant requires, uses or consumes water for any other
     purposes, Landlord may install a meter or meters or other means to measure
     Tenant's water consumption, and Tenant shall reimburse Landlord for the
     cost of the meter or meters and the installation thereof, and shall pay for
     the maintenance of said meter equipment and/or pay Landlord's cost of other
     means of measuring such water consumption by Tenant. Tenant shall pay to
     Landlord on demand the cost of all water consumed as measured by said meter
     or meters or as otherwise measured, including sewer rents.

               (e)  If Tenant shall require and request any of the foregoing
     services at times other than above provided, and if such request is made at
     least twenty-four (24) hours prior to the time when such additional
     services are required, Landlord will provide them and Tenant shall pay to
     Landlord promptly thereafter the charges therefor at the then Building
     standard rate charged to other tenants in the Building.

          If Tenant shall request Landlord to furnish any services in addition
to those hereinabove provided or perform any work not required under this Lease,
and Landlord agrees to furnish and/or perform the same, Tenant shall pay to
Landlord promptly thereafter the charges therefor, which charges are deemed to
be additional rent and payable as such.

          Section 21.02.  Holidays shall be deemed to mean all federal holidays,
state holidays, Building Service Employees Union Contract holidays and all other
applicable union contract holidays.

          Section 21.03.  Landlord reserves the right to interrupt, curtail or
suspend the services required to be furnished by Landlord under this Lease when
the necessity therefor arises by reason of accident, emergency, mechanical
breakdown, or when required by any law, order or regulation of any Federal,
State, County or Municipal authority, or for any other cause beyond the
reasonable control of Landlord. Tenant shall not be entitled to nor shall Tenant
make claim for any diminution or abatement of minimum rent or additional rent or
other compensation, nor shall this Lease or any of the obligations of Tenant be
affected or reduced by reason of such interruption, curtailment, suspension,
work or inconvenience.

          Section 21.04.  Tenant shall reimburse Landlord promptly upon demand
for the cost to Landlord of removal from the Demised Premises and the Building
of any refuse and

                                      24
<PAGE>

rubbish of Tenant not covered by the Cleaning Specifications and Tenant shall
pay all bills therefor when rendered.

                                  ARTICLE 22

                                  Escalation

               Section 22.01. Taxes. Tenant shall pay to Landlord, as additional
rent, tax escalation in accordance with this Section:

                    (a)  Definitions: For the purpose of this Section, the
     following definitions shall apply:

                         (i)   The term "Tax Base Factor" shall mean
               the real estate taxes for the Building Project for the
               period from January 1, 1998 to December 31, 1998.

                         (ii)  The term "The Building Project" shall
               mean the parcel of land described in Schedule C of this
               Lease with all the improvements existing and erected
               thereon.

                         (iii) The term "comparative tax year" shall
               mean the New York City real estate tax year commencing
               on July 1, 1998, and each subsequent New York City real
               estate tax year. If the present use of July 1,-June 30
               New York City real estate tax year shall hereafter be
               changed, then such changed tax year shall be used with
               appropriate adjustment for the transition.

                         (iv)  The term "real estate taxes" shall mean
               the total of all taxes and special or other assessments
               levied, assessed or imposed at any time by any
               governmental authority upon or against the Building
               Project, and also any tax or assessment levied,
               assessed or imposed at any time by any governmental
               authority in connection with the receipt of income or
               rents from said Building Project to the extent that
               same shall be in lieu of all or a portion of any of the
               aforesaid taxes or assessments, or additions or
               increases thereof, upon or against said Building
               Project, excluding income, estate and franchise taxes.
               If, due to a future change in the method of taxation or
               in the taxing authority, or for any other reason, a
               franchise, income, transit, profit rents or other tax
               or governmental imposition, however designated, shall
               be levied against Landlord in substitution in whole or
               in part for the real estate taxes, or in lieu of or
               additions to or increases of said real estate taxes,
               then such franchise, income, transit, profit or other
               tax or governmental imposition shall be deemed to be
               included within the definition of "real estate taxes"
               for the purposes hereof.

                                      25
<PAGE>

                         (v)   The term "the Percentage" for purposes
               of computing tax escalation, shall mean 1.4%.

                    (b)  In the event that the real estate taxes payable for
          any comparative tax year shall exceed the Tax Base Factor, Tenant
          shall pay to Landlord, as additional rent for such comparative tax
          year, an amount for tax escalation equal to the Percentage of the
          excess. Before or after the start of each comparative year,
          Landlord shall furnish to Tenant a statement of the real estate
          taxes payable for such comparative tax year together - with a copy
          of the tax bill. Tenant shall make its aforesaid tax escalation
          payment to Landlord, in installments in the same manner that such
          taxes are payable by Landlord to the governmental authority. If a
          statement is furnished to Tenant after the commencement of the
          comparative tax year in respect of which such statement is
          rendered, Tenant shall, within ten (10) days thereafter, pay to
          Landlord an amount equal to those installments of the total tax
          escalation payable as provided in the preceding sentence, during
          the period prior to the first day of the month next succeeding the
          month in which the applicable statement has been furnished. If,
          during the term of this Lease, taxes are required to be paid, in
          full or in monthly or other installments, on any other date or
          dates than as presently required, or if Landlord shall be required
          to make monthly deposits of real estate taxes to the holder of any
          first institutional mortgage then Tenant's tax escalation
          payment(s) shall be correspondingly adjusted so that said payments
          are due to Landlord in corresponding installments not later than
          thirty (30) days prior to the last date on which the applicable
          installment of such real estate taxes shall be due and payable to
          the governmental authority or such mortgagee.

                         (i)   If in establishing the amount of the
               real estate taxes payable for any comparative tax year,
               Landlord has incurred expenses for legal and/or
               consulting services rendered in, applying for,
               negotiating or obtaining a reduction of the assessment
               upon which the real estate taxes are predicated, Tenant
               shall pay an amount equal to the Percentage of such
               expenses.

                         (ii)  The statements of the tax escalation to
               be furnished by Landlord as provided above shall be
               certified by. Landlord as correct and shall constitute
               a final determination as between Landlord and Tenant of
               the tax escalation for the periods represented thereby,
               except for manifest or other error for which notice
               thereof has been given by Tenant.

                         (iii) In no event shall the fixed minimum
               rent under this Lease be reduced by virtue of this
               Section 22.01.

                         (iv)  Upon the date of any expiration or
               termination of this Lease, whether the same be the date
               hereinabove set forth for the expiration of the term or
               any prior or subsequent date, a proportionate share of
               said additional rent for

                                      26
<PAGE>

               the comparative tax year during which such expiration
               or termination occurs shall immediately become due and
               payable by Tenant to Landlord, if it was not
               theretofore already billed and paid. The said
               proportionate share shall be based upon the length of
               time that this Lease shall have been in existence
               during such comparative tax year. Prior to or promptly
               after said expiration or termination, Landlord shall
               compute the additional rent due from Tenant, as
               aforesaid and Tenant shall promptly pay Landlord any
               amount unpaid. If Landlord shall receive a refund of
               any amount of real estate taxes for any comparative tax
               year for which Tenant has made a payment, Landlord
               shall promptly pay to Tenant the Percentage of any such
               refund, less the Percentage of any legal fees and other
               expenses provided for in Section 22.01(b)(ii) to the
               extent the same have theretofore been paid by Tenant to
               Landlord.

                         (v)   Tenant's and Landlord's obligations to
               make the adjustments referred to in subdivision (v)
               above shall survive any expiration or termination of
               this Lease.

                         (vi)  Any delay or failure of Landlord in
               billing any tax escalation hereinabove provided shall
               not constitute a waiver of or in any way impair the
               continuing obligation of Tenant to pay such tax
               escalation hereunder.

               Section 22.02. Porter's Wage Rate. Tenant shall pay to the
Landlord, as additional rent, a porter's wage rate escalation in accordance with
this Section:

                    (a)  For the purpose of this Section, the following
          definitions shall apply:

                         (i)   "Wage Rate" shall mean the minimum
               regular hourly rate of wages in effect as of January
               1st of each year (whether paid by Landlord or any
               contractor employed by Landlord) computed as paid over
               a forty hour week to Porters in Class A office
               buildings pursuant to an Agreement between Realty
               Advisory Board on Labor Relations, Incorporated, or any
               successor thereto, and Local 32B-32J of the Building
               Service Employees International Union, AFL-CIO, or any
               successor thereto; and provided, however, that if there
               is no such agreement in effect prescribing a wage rate
               for Porters, computations and payments shall thereupon
               be made upon the basis of the regular hourly wage rate
               actually payable in effect as of January 1st of each
               year, and provided, however, that if in any year during
               the term, the regular employment of Porters shall occur
               on days or during the hours when overtime or other
               premium pay rates are in effect pursuant to such
               Agreement, then the term "hourly rate of wages" as used
               herein shall be deemed to mean the average hourly

                                      27
<PAGE>

               rate for the hours in a calendar week during which
               Porters are regularly employed (e.g., if pursuant to an
               agreement between Realty Advisory Board and the Local
               the regular employment of Porters for forty hours
               during a calendar week is at a regular hourly wage rate
               of $3.00 for the first thirty hours, and premium or
               overtime hourly wage rate of $4.50 for the remaining
               ten hours, then the hourly rate of wages under this
               Article during such period shall be the total weekly
               rate of $135.00 divided by the total number of regular
               hours of employment, forty or $3.375). Notwithstanding
               the foregoing, if at any time such hourly wage rate is
               different for new hire and old hire Porters, then
               thereafter such hourly wage rate shall be based on the
               weighted average of the wage rates for the different
               classifications of Porters.

                         (ii)  "Base Wage Rate" shall mean the
               average of the Wage Rate in effect on January 1, 1998.

                         (iii) The term "Porters" shall mean that
               classification of non-supervisory employees employed in
               and about the Building who devote a major portion of
               their time to general cleaning, maintenance and
               miscellaneous services essentially of a non-technical
               and non-mechanical nature and are the type of employees
               who are presently included in the classification of
               "Class A-Others" in the Commercial Building Agreement
               between the Realty Advisory Board and the aforesaid
               Union.

                         (iv)  The term "minimum regular hourly rate
               of wages" shall not include any payments for fringe
               benefits or adjustments of any kind.

                         (v)   The term "Multiplication Factor" shall
               mean 4,670.

                    (b)  If the Wage Rate for any calendar year during the
     term shall be increased above the Base Wage Rate, then Tenant shall
     pay, as additional rent, an amount equal to the product obtained by
     multiplying the Multiplication Factor by 100% of the number of cents
     (including any fraction of a cent) by which the Wage Rate is greater
     than the Base Wage Rate, such payment to be made in equal one-twelfth
     (1/12th) monthly installments commencing with the first monthly
     installment of minimum rent falling due on or after the effective date
     of such increase in Wage Rate (payable retroactive from said effective
     date) and continuing thereafter until a new adjustment shall have
     become effective in accordance with the provisions of this Article.
     Landlord shall give Tenant notice of each change in Wage Rate which
     will be effective to create or change Tenant's obligation to pay
     additional rent pursuant to the provisions of this Section 22.02 and
     such notice shall contain Landlord's calculation in reasonable detail
     and

                                      28
<PAGE>

     certified as true by an authorized partner of Landlord or of its
     managing agent, of the annual rate of additional rent payable
     resulting from such increase in Wage Rate. Such amounts shall be
     prorated for any partial calendar years during the term.

               (c)  Every notice given by Landlord pursuant to Section
     22(b) hereof shall be conclusive and binding upon Tenant, except
     for-manifest or other error for which notice thereof has been
     given by Tenant.

               (d)  The "Wage Rate" is intended to be a substitute
     comparative index of economic costs and does not necessarily
     reflect the actual costs of wages or other expenses of operating
     the Building. The Wage Rate shall be used whether or not the
     Building is a Class A office building and whether or not Porters
     are employed in the Building and without regard to whether such
     employees are members of the Union referred to in subsection (a)
     hereof.

                             ARTICLE 23

                         Electric Inclusion
          Section 23.01.

               (a)  Landlord shall furnish electric energy on a rent
     inclusion basis to the Demised Premises, the charges therefor
     being included in the minimum rent. The amount included in the
     minimum rent is based upon the normal use of such electric energy
     between the hours of 9:00 A.M. to 5:30 P.M. on Mondays through
     Fridays, holidays excepted, for lighting and for the normal use
     of lamps, typewriters, personal computers and similar customary
     office machines. Landlord shall not be liable in any way for any
     loss, damage or expense that Tenant may sustain or incur by
     reason of for any failure, change, interruption or defect in the
     supply or character of electric energy furnished to the Demised
     Premises by reason of any requirement, act or omission of the
     Electric Service Provider or Alternate Service Provider (as said
     terms are hereinafter defined) serving the Building with
     electricity and no such failure, change, interruption or defect
     shall constitute an actual of constructive eviction, in whole or
     in part, or entitle Tenant to any abatement of minimum rent or
     additional rent or relieve Tenant of its obligations under this
     Lease. Except as otherwise provided in Schedule B hereof, Tenant
     shall furnish and install, at its sole cost and expense, all
     lighting fixtures, tubes, lamps, bulbs, ballasts and outlets
     relating to Tenant's electrical equipment.

               (b)  Landlord has advised Tenant that presently Con
     Edison ("Electric Service Provider") is the utility company
     selected by Landlord to provide electricity service for the
     Building. Notwithstanding the foregoing, if permitted by law,
     Landlord shall have the right at any time and from time to time
     during the term Of this Lease to either contract for service from
     a different company or companies providing electricity service so
     long as, at that time, such

                                      29
<PAGE>

     service is not interrupted or the rates are not increased, (each
     such company shall hereinafter be referred to as an "Alternate
     Service Provider") or continue to contract for service from the
     Electric Service Provider.

               (c)  Tenant shall cooperate with Landlord, the Electric
     Service Provider, and any Alternate Service Provider at all times
     and, as reasonably necessary, shall allow Landlord, Electric
     Service Provider, and any Alternate Service Provider reasonable
     access to the Building's electric lines, feeders, risers, wiring,
     and any other machinery within the Demised Premises. Landlord
     shall cause the Alternate Service Provider to use reasonable
     efforts to perform its work in a manner to minimize its
     interference with the normal conduct of Tenant's business,
     provided the Alternate Service Provided shall not be required to
     employ overtime or premium labor.

               Section 23.02. Tenant's connected electrical load in the Demised
Premises, including lighting, shall not at any time exceed the capacity of any
of the electrical conductors and equipment in or serving the Demised Premises.
In order to insure that such capacity is not exceeded and to avert possible
adverse effect upon the Building electric service, Tenant shall not, without
Landlord's prior consent in each instance, connect any additional fixtures,
appliances or equipment (other than as set forth in Section 23.01) or make any
alteration or addition to the electric system of the Demised Premises existing
on the Commencement Date. Should Landlord grant such consent, all additional
risers or other equipment required therefor shall be provided by Landlord and
the cost thereof shall be paid by Tenant upon Landlord's demand. As a condition
to granting such consent, Landlord may require Tenant to agree to an increase in
the annual minimum rent by an amount which will reflect the value to Tenant of
the additional service to be furnished by Landlord, that is the potential
additional electrical energy to be made available to Tenant based upon the
estimated additional capacity of such additional risers or other equipment. If
Landlord and Tenant cannot agree thereon, the amount of such increase shall be
determined by a reputable, independent electrical engineer or consultant, to be
selected by Landlord whose fees or charges shall be borne equally by Landlord
and Tenant. When the amount of such increase is so determined, Tenant shall pay
to Landlord within twenty (20) days following notification to Tenant of such
determination the amount thereof retroactive to the date of such increased
usage, unless within such twenty (20) day period Tenant disputes such
determination. If Tenant disputes such determination, it shall, at its own
expense, obtain from a reputable, independent electrical engineer or consultant,
its own survey of the additional electrical energy consumed by Tenant. Tenant's
consultant and Landlord's consultant shall then seek to agree on a finding of
such determination of such change in the consumption of electrical energy. If
they cannot agree, they shall choose a third reputable, independent electrical
engineer or consultant, whose cost shall be shared equally by Landlord and
Tenant, to make a similar survey, and the determination of such third consultant
shall be controlling. If they cannot agree on such third consultant, within ten
(10) days, then either party may apply to the Supreme Court in the County of New
York, for the appointment of such third consultant. However, pending such
determination, Tenant shall pay to Landlord the amount as determined by
Landlord's engineer or consultant. If the amount determined as aforesaid is
different from that determined by Landlord's engineer or consultant, then
Landlord and Tenant shall make adjustment for any deficiency owed by Tenant or
overage paid by Tenant. Following the final determination, the parties shall
execute an agreement supplementary hereto to reflect such increase in the annual
minimum rent and in the amount set

                                      30
<PAGE>

forth in Section 23.03 but such increase shall be effective even if such
supplementary agreement is not executed.

          Section 23.03. If, during the term of this Lease, the public utility
rate paid by Landlord for the supply of electric current to the Building shall
be increased or if there shall be an increase in taxes or if additional taxes
shall be imposed upon the sale or furnishing of such electric energy (hereafter
collectively as the "cost") the annual minimum rent shall be increased by an
amount arrived at by multiplying $14,010.00 (or the sum to which said sum may
have been increased pursuant to the provisions of Section 23.02 or this Section
23.03 prior to the effective date of the cost increases; such sum being referred
to herein as the "Rent Inclusion Factor") by the percentage of the increase of
such cost. When the amount of such increase is so determined, Landlord and
Tenant shall execute an agreement supplementary hereto to reflect such increase
in the amount of the minimum rent payable and effective from the effective date
of such increase, but such increase shall be effective from such date whether or
not such a supplementary agreement is executed.

          Section 23.04. Landlord reserves the right to discontinue furnishing
electric energy at any time, whether or not Tenant is in default under this
Lease, upon not less than thirty (30) days notice to Tenant. If Landlord
exercises such right of discontinuance, this Lease shall continue in full force
and effect and shall be unaffected thereby, except only that, from and after the
effective date of such discontinuance, Landlord shall not be obligated to
furnish electric energy to Tenant, and the minimum rent payable under this Lease
shall be reduced by an amount per annum equal to the then prevailing Rent
Inclusion Factor. If Landlord so elects to discontinue furnishing electric
energy to Tenant, Tenant shall arrange to obtain electric energy directly from
the public utility company furnishing electric service to-the Building.
Notwithstanding the foregoing, Landlord shall not discontinue furnishing
electric energy until Tenant is able to obtain such electric energy directly
from said public utility. Such electric energy may be furnished to Tenant by
means of the then existing Building system feeders, risers and wiring. All
meters and additional panel boards, feeders, risers, wiring and other conductors
and equipment which may be required to obtain electric energy directly from such
public utility-company, and which are to be located within the Demised Premises,
shall be installed and maintained by Tenant at its expense.

          Section 23.05. At no time shall Tenant's connected electrical load in
the Demised Premises, including lighting, exceed five (5) watts per usable
square foot.

          Section 23.06. If any additional charge or tax is imposed upon
Landlord with respect to electric energy furnished to Tenant by any federal,
state or municipal authority, Tenant, unless prohibited by law or by any
governmental authority having jurisdiction thereover, shall pay to landlord,
within ten (10) days following Landlord's demand, accompanied by copies of all
relevant bills or back-up documentation, Tenant's pro rata share of such
additional charge or tax.

                                      31
<PAGE>

                                  ARTICLE 24

                                    Broker

          Landlord and Tenant covenant and represent that the sole brokers who
negotiated and brought about this transaction were Newmark & Company Real Estate
and Cohen Brothers Realty Corporation and Landlord agrees to pay a commission
therefor as per separate agreements. Landlord and Tenant agree to hold the other
harmless against any claims for a brokerage commission arising out of a breach
by the other of the representations contained in this Article.

                                ARTICLE 25

                      Subordination and Ground Lease

          Section 25.01. This Lease is subject and subordinate to (a) the ground
and underlying lease, dated as of May 1, 1967 between Southern Associates, Inc.,
as landlord, and Sherman Cohen, Mortimer H. Cohen and Edward B. Cohen, as
tenant, (the "Ground Lease") a memorandum of which was recorded in the Office of
the City Register, New York County, in Reel 181, Page 194 and to the rights of
the landlord thereunder (the landlord under said Ground Lease being sometimes
referred to in this Lease as the "Overlandlord"), (b) any other future ground
and underlying lease, and (c) to a leasehold mortgage, dated October 3, 1989
(the "Leasehold Mortgage"), between 475 Park Avenue So. Co., et al., as
Mortgagor, and Mutual Life Insurance Company of New York, as Mortgagee, recorded
on October 5, 1988, in the Office of the City Register, New York County, in Reel
1474, Page 782, and (d) to all mortgages which may now or hereafter affect any
such ground and underlying lease or the Building, and to all renewals,
modifications, amendments, consolidations, replacements or extensions of any of
the foregoing (hereinafter collectively called the "Mortgages"). This clause
shall be self-operative and no further ` instrument of subordination shall be
required. However, in confirmation of such subordination. Tenant, at any time
and from time to time, shall execute. promptly any certificate and document that
Landlord may request, which reasonably evidences such subordination.

          Section 25.02.

               (a)  The Tenant covenants and agrees that if by reason
     of a default under any ground or underlying lease (including an
     underlying lease through which the Landlord derives its leasehold
     estate in the Demised Premises), or under the Leasehold Mortgage
     or any Mortgage, such ground or underlying lease and the
     leasehold estate of the Landlord in the premises demised hereby
     is terminated, the Tenant will attorn to, the then holder of the
     reversionary interest in the premises demised by this Lease and
     will recognize such holder as the Tenant's Landlord under this
     Lease, unless the lessor under such ground or underlying lease or
     the holder of any such Mortgage shall, in any proceeding to
     terminate such ground or underlying lease or foreclosure of such
     Mortgage, elect to terminate this Lease and the rights of Tenant
     hereunder; provided, however, the

                                      32
<PAGE>

     holder of the reversionary interest shall not be: (i) liable for
     any act or omission or negligence of Landlord under this Lease;
     (ii) subject to any counterclaim, defense or offset, which
     theretofore shall have accrued to Tenant against Landlord; (iii)
     obligated to perform any work; (iv) bound by any previous
     modification or amendment of this Lease or by any previous
     prepayment of more than one months' rent, unless such
     modification or prepayment shall have been approved in writing by
     the holder of such Mortgage; (v) obligated to repair the Demised
     Premises, or the Building, or any part thereof, in the event of
     any damage beyond such repair as can reasonably be accomplished
     from the net proceeds of insurance actually made available to the
     then holder of the reversionary interest; or (vi) obligated to
     repair the Demised Premises or the Building, or any part thereof,
     in the event of partial condemnation beyond such repair as can
     reasonably be accomplished from the net proceeds of any award
     actually made available to the then holder of the reversionary
     interest on account of partial condemnation of the Demised
     Premises or the Building. By execution of this Lease, Tenant
     acknowledges that is has received sufficient notice of the
     existence and text of Article 8 of the Leasehold Mortgage to
     confer upon the Mortgagee of same only the benefits of Section
     291-f of the Real Property Law of the State of New York. Tenant
     agrees to execute and deliver, at any time and from time to time,
     within fifteen (15) days after the request of the Landlord of or
     the lessor under any such ground or underlying lease or the
     holder of any such Mortgage any instrument which may be necessary
     or appropriate to evidence such attornment. Tenant further waives
     the provisions of any statute or rule or law now or hereafter in
     effect which may give or purport to give Tenant any right of
     election to terminate this Lease or to surrender possession of
     the premises demised hereby in the event any proceeding is
     brought by the lessor under any such ground or underlying lease
     or the holder of any such Mortgage to terminate the same, and
     agrees that unless and until any such lessor, in connection with
     any such proceeding, shall elect-to terminate this Lease and the
     rights of Tenant hereunder, this Lease shall not be affected in
     any way whatsoever by any such proceeding.

               (b)  Upon its receipt of a written notice from the
     lessor under any ground or underlying lease or the holder of any
     such Mortgage to the effect that (i) the lessor of said ground or
     underlying lease or the holder of any such Mortgage is entitled
     to send a notice to Landlord, as tenant under said ground or
     underlying lease, terminating said lease, and (ii) the Tenant
     should pay the minimum rent and additional rent thereafter due
     and payable under this Lease to said lessor or the holder of any
     such Mortgage at a place designated in such notice, Tenant shall
     pay such minimum rent and additional rent to said lessor under
     said ground or underlying lease or the holder of any such
     Mortgage at such designated place until such time as said lessor
     or the holder of any such Mortgage shall notify Tenant that
     Landlord is no longer in default under said ground or underlying
     lease or said Mortgage and that Tenant may resume paying all
     minimum rent and additional rent thereafter due and payable under
     this Lease to Landlord. Tenant shall have no liability to
     Landlord for paying any minimum rent or additional rent to said
     lessor under the ground or underlying lease or the holder of any
     such Mortgage or otherwise acting in accordance with the
     provisions of

                                      33
<PAGE>

     any notice sent to it under this paragraph and shall be relieved of
     its obligations to pay Landlord any minimum rent or additional rent
     under this Lease to the extent such payments, are made to said
     lessor under the ground or underlying lease or the holder of any
     such Mortgage.

          Section 25.03. In the event of any act or omission by Landlord which
would give Tenant the right to terminate this Lease or to claim a partial or
total eviction, pursuant to the terms of this Lease, Tenant will not exercise
any such right until:

               (a)  it has given written notice of such act or omission
      to the holder of any Mortgage and to the lessor of any ground or
      underlying lease, whose names and addresses shall previously have
      been furnished to Tenant in accordance with Article 31, addressed
      to such holder and lessor at the last addresses so furnished, and

               (b)  a reasonable period (not to exceed the period in the
     ground lease or the Mortgage, as the case may be) for remedying
     such act or omission shall have elapsed following such giving of
     notice during which such parties, or any of them, with reasonable
     diligence, following the giving of such notice, shall not have
     commenced and is or are not continuing to remedy such act or
     omission or to cause the same to be remedied.

               (c)  Section 25.04. If, in connection with obtaining
     financing for the Building, or of Landlord's interest in any ground
     or underlying lease, a banking, insurance or other recognized
     institutional lender shall request modifications in this Lease as a
     condition to such financing, Tenant will not unreasonably withhold,
     delay or defer its consent thereto and its execution and delivery-
     of such modification agreement, provided that such modifications do
     not increase the obligations of Tenant hereunder or adversely
     affect the leasehold interest hereby created.

                             ARTICLE 26

                        Estoppel Certificate

          Each party shall at any time, and from time to time, within ten (10)
days after so requested by the other party, execute, acknowledge and deliver to
the other party, a statement addressed to the other party or its designee
stating (a) 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), (b) stating the dates to which the
minimum rent and additional rent have been paid, (c) stating whether or not, to
the knowledge of, the certifying party, there exists any default by the other,
and, if so, specifying each such default, and (d) with respect to Tenant, such
other information requested by Landlord or the Mortgagee, it being intended that
any such statement may be relied upon by Landlord and parties with whom it may
be dealing, including any mortgagee or prospective mortgagee of any mortgage
affecting the Building or the leasehold estate under any ground or underlying
lease affecting the land described in Schedule B and/or Building and
improvements thereon, or may be relied upon by

                                      34
<PAGE>

the landlord under any such ground or underlying lease or a purchaser of
Lessee's estate under any such ground or underlying lease or any interest
therein, or by Tenant or its permitted assignee.


                                  ARTICLE 27

                             Waiver of Jury Trial

          Landlord and Tenant hereby waive trial by jury in any proceeding,
action or counterclaim that may hereafter be instituted against it on any matter
whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord or Tenant, Tenant's use or occupancy of the Demised
Premises, including any claims for injury or damage, or any emergency or other
statutory remedy with respect thereto.

                                  ARTICLE 28

                             Surrender of Premises

          Section 28.01. Upon the expiration or other termination of the term of
this Lease, Tenant shall quit and surrender the Demised Premises in good order
and condition, ordinary wear and tear and damage by the elements, fire or other
casualty or any other cause for which Tenant might not be liable excepted, and
shall remove all its property therefrom, except as otherwise provided in this
Lease. Tenant's obligation to observe or perform this covenant shall survive the
expiration or other termination of the term of this Lease.

          Section 28.02. In the event Tenant shall remain in possession of the
Demised Premises after the expiration or other termination of the term of this
Lease, such holding over shall not constitute a renewal or extension of this
Lease. Landlord, may, at its option, elect to treat Tenant as one who is not
removed at the end of the term, and thereupon be entitled to all of the remedies
against Tenant provided by law in that situation or Landlord may elect to
construe such holding over as a tenancy from month-to-month, subject to all of
the terms and conditions of this Lease, except as to the duration thereof, and
the minimum rent shall be due, in either of such events, at a monthly rental
rate equal to two (2) times the monthly installment of minimum rent which would
otherwise be payable for such month, together with any and all additional rent.

                                  ARTICLE 29

                             Rules and Regulations

          Section 29.01. Tenant, its servants employees, agents, visitors and
licensees shall observe faithfully and comply with the rules and regulations set
forth in Schedule "D" attached hereto and made a part hereof. Landlord shall
have the right from time to time during the term of this Lease, upon reasonable
prior notice to Tenant, to make reasonable changes in and additions to the rules
thus set forth.

                                      35
<PAGE>

          Section 29.02. Any failure by Landlord to enforce any rules and
regulations now or hereafter in effect, either against Tenant or any other
tenant in the Building, shall not constitute a breach hereunder or waiver of any
such rules and regulations.

                                  ARTICLE 30

                    Successors and Assigns and Definitions

          Section 30.01. The covenants, conditions and agreements contained in
this Lease shall bind and enure to the benefit of Landlord and Tenant and their
respective distributees, legal representatives, successors and, except as
otherwise provided herein, their assigns.

          Section 30.02. The term "Landlord" as used in this Lease, so far as
the covenants and agreements on the part of Landlord are concerned shall be
limited to mean and include only the owner or owners at the time in question of
the tenant's estate under the Ground Lease or under any ground or underlying
lease covering the land described in Schedule B hereto annexed and/or the
Building and improvements thereon. In the event of any assignment or assignments
of such tenant's estate, and regardless of whether the assignee is financially
responsible or solvent and not notwithstanding that the assignor may be a
stockholder, officer or director of a corporate assignee or may be associated
directly or indirectly with the assignee, Landlord herein named (and in case of
any subsequent assignment, the then assignor) shall be automatically freed and
relieved from and after the date of such assignment of all personal liability as
respects to performance of any of Landlord's covenants and agreements thereafter
to be performed, and such assignee shall, by acceptance of such assignment, be
bound by all of such covenants and agreements; it being intended that Landlord's
covenants and agreements shall be binding on Landlord, its successors and
assigns only during and in respect of their successive periods of such
ownership. Notwithstanding the foregoing, Landlord shall not be relieved of any
liability with respect to any security deposited with and held by Landlord until
said security is transferred to such assignee.

          However, in any event, Landlord shall not have any personal liability
or obligation by reason of any default by Landlord under any of Landlord's
covenants and agreements in this Lease, and in case of such default, Tenant will
look only to Landlord's estate, as tenant under the Ground Lease or under any
ground or underlying, lease, covering the land described in Schedule B, to
recover any loss or damage resulting therefrom; and Tenant shall have no right
to nor shall Tenant assert any claim against nor have recourse to Landlord's
other property or assets to recover such loss or damage.

          Section 30.03. All pronouns or any variation thereof shall be deemed
to refer to masculine, feminine or neuter, singular or plural as the identity of
the person or persons may require; and if Tenant shall consist of more than one
(1) person, the obligations of such persons, as Tenant, under this Lease, shall
be joint and several.

          Section 30.04. The definitions contained in Schedule F annexed hereto
are hereby made a part of this Lease.

                                      36
<PAGE>

                                  ARTICLE 31

                                    Notices

          Any notice, statement, certificate, request, approval, consent or
demand required or permitted to be given under this Lease shall be in writing
sent by registered or certified mail (or reputable, commercial overnight courier
service), return receipt requested and postage prepaid, addressed, as the case
may be, to Landlord, at 750 Lexington Avenue, New York, New York 10022, and to
Tenant, prior to the Commencement Date at _______________________, and after the
Commencement Date, at the Demised Premises, or to such other addresses as
Landlord or Tenant respectively shall designate in the manner herein provided.
Such notice, statement, certificate, request, approval, consent or demand shall
be deemed to have been given two (2) days after the date of mailing, as
aforesaid, or on the date of delivery by overnight courier.

                                  ARTICLE 32

                          No Waiver; Entire Agreement

          Section 32.01. The specific remedies to which Landlord may resort
under the provisions of this Lease are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which Landlord may be
lawfully entitled in case of any breach or threatened breach by Tenant of any of
the terms, covenants and conditions of this Lease. The failure of Landlord to
insist upon the strict performance of any of the terms, covenants and conditions
of this Lease, or to exercise any right or remedy herein contained, shall not be
construed as a waiver or relinquishment for the future of such term, covenant,
condition, right or remedy. A receipt by Landlord of minimum rent or additional
rent with knowledge of the breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such breach. This Lease may not be changed
or terminated orally. In addition to the other remedies in this Lease provided,
Landlord shall be entitled to restraint by injunction of the violation or
attempted or threatened violation of any of the terms, covenants and conditions
of this Lease or to a decree, any court having jurisdiction in the matter,
compelling performance of any such terms, covenants and conditions.

          Section 32.02. No receipt of monies by Landlord from Tenant, after any
re-entry or after the cancellation or termination of this Lease in any lawful
manner, shall reinstate the Lease; and after the service of notice to terminate
this Lease, or after commencement of any action, proceeding or other remedy,
Landlord may demand, receive and collect any monies due, and apply them of
account of Tenant's obligations under this Lease but without in any respect
affecting such notice, action, proceeding or remedy, except that if a money
judgment is being sought in any such action or proceeding, the amount of such
judgment shall be reduced by such payment.

          Section 32.03. If Tenant is in arrears in the payment of minimum rent
or additional rent, Tenant waives its right, if any, to designate the items in
arrears against which any payments made by Tenant are to be credited and
Landlord may apply any of such payments to any such items in arrears as
Landlord, in its sole discretion, shall determine, irrespective of any

                                      37
<PAGE>

designation or request by Tenant as to the items against which any such payments
shall be credited.

          Section 32.04. No payment by Tenant nor receipt by Landlord of a
lesser amount than may be required to be paid hereunder shall be deemed to be
other than on account of any such payment, nor shall any endorsement or
statement on any check or any letter accompanying any check tendered as payment
be deemed an accord and satisfaction and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
payment due or pursue any other remedy in this Lease provided.

          Section 32.05. This Lease and the Schedules annexed hereto constitute
the entire agreement between Landlord and Tenant referable to the Demised
Premises, and all prior negotiations and agreements are merged herein.

          Section 32.06. If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

                                  ARTICLE 33

                                   Captions

          The captions of Articles in this Lease are inserted only as a matter
of convenience and for reference and they in no way define, limit or describe
the scope of this Lease or the intent of any provision thereof.

                                  ARTICLE 34

                             Inability to Perform

          Tenant's obligation to pay minimum rent and additional rent and to
perform all of the other terms, covenants and conditions of this Lease shall not
be affected, diminished, or excused if, by reason of unavoidable delays (as
hereinafter defined), Landlord fails or is unable to supply any services or make
any repairs or perform any work which under this Lease Landlord has expressly
agreed to supply, make or perform, and the time for the performance or
observance thereof shall be extended for the period of time as Landlord shall
have been so delayed.

          The words "unavoidable delays", as used in this Lease shall mean (a)
enactment of any law or issuance of any governmental order, rule or regulation
(i) prohibiting or restricting performance of work of the character required to
be performed by Landlord under this Lease, or (ii) establishing rationing or
priorities in the use of materials, or (iii). restricting the use of labor, and
(b) strikes, lockouts, acts of God, inability to obtain labor or materials,
enemy action, civil commotion, fire, unavoidable casualty or other similar types
of causes beyond the reasonable control of Landlord, other than financial
inability.

                                      38
<PAGE>

                                  ARTICLE 35

                        No Representations by Landlord

          Neither Landlord nor any agent or employee of Landlord has made any
representation whatsoever with respect to the Demise Premises except as
expressly set forth in this Lease.

                                  ARTICLE 36

                                 Rent Control

          In the event the minimum rent and/or additional rent or any part
thereof provided to be paid by Tenant under the provisions of this Lease during
the demised term shall become uncollectible or shall be reduced or required to
be reduced or refunded by virtue of any federal, state, county or city law,
order or regulation, or by any direction of a public officer or body pursuant to
law, or the orders, rules, code or regulations of any organization or entity
formed pursuant to law, Tenant shall enter into such agreement(s) and take such
other steps (without additional expense or liability to Tenant) as Landlord may
reasonably request and as may be legally permissible to permit Landlord to
collect the maximum rents which from time to time during the continuance of such
legal rent restriction may be legally permissible (and not in excess of the
amounts reserved therefor under this Lease). Upon the termination of such legal
rent restriction, (a) the minimum rent and/or additional rent shall become and
thereafter be payable in accordance. with the amounts reserved herein for the
periods following such termination, and (b) Tenant shall pay to Landlord
promptly upon being billed, to the maximum extent legally permissible, an amount
equal to (i) minimum rent and/or additional rent which would have been paid
pursuant to this Lease but for such legal rent restriction less (ii) the rents
paid by Tenant during the period such legal rent restriction was in effect.

                                  ARTICLE 37

                             Late Payment Charges

          If Tenant shall fail to pay any minimum rent or additional rent within
ten (10) days after its due date, Tenant shall pay a late charge of $.05 for
each $1.00 which remains unpaid after such period to compensate Landlord for
additional expense in processing such late payment. In addition, if Tenant fails
to pay any minimum rent or additional rent within fifteen (15) days after its
due date, Tenant shall pay interest thereon from the date due until the date
paid at the rate of one and one-half percent (1 1/2%), per month. If any check
of Tenant in payment of any sum due under this Lease, including but not limited
to minimum rent and additional rent, fails to clear the bank, Tenant shall pay a
charge of $100.00.

                                  ARTICLE 38

                               Security Deposit

                                      39
<PAGE>

          Section 38.01. Concurrently with the execution of this Lease, Tenant
shall deposit with Landlord the sum of $53,510.40, by Letter of Credit as
provided in Section 38.02, as security for the faithful performance and
observance by Tenant of the terms, provisions and conditions of this Lease.
Tenant agrees that, in the event that Tenant defaults, after any applicable
notice and expiration of any applicable cure period, in respect of any of the
terms, provisions and conditions of this Lease (including the payment of minimum
rent and additional rent), Landlord may notify the "Issuing Bank" (as such term
is defined in Section 38.02) and thereupon receive all of the monies represented
by the said Letter of Credit and use, apply, or retain the whole or any part of
such proceeds to the extent required for the payment of any rent, additional
rent, or any other sum as to which Tenant is in default, or for any sum that
Landlord may expend or may be required to expend by reason of Tenant's default,
in respect of any of the terms, covenants and conditions of this Lease
(including any damages or deficiency accrued before or after summary proceedings
or other re-entry by Landlord). In the event that Landlord applies or retains
any portion or all of the proceeds of such Letter of Credit Tenant shall
forthwith restore the amount so applied or retained so that, at all times, the
amount deposited shall be $53,510.40. Upon Tenant making such additional
deposit, Landlord is hereby authorized to act as Tenant's agent to use the
proceeds of the Letter of Credit to obtain a new Letter of Credit and Tenant
hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact to
obtain a replacement Letter of Credit from the Issuing Bank or any such
qualifying back (such qualifying bank shall then be the Issuing Bank). If Tenant
shall fail or refuse to make such additional deposit, Landlord shall have the
same rights in law and in equity and under this Lease as it has with respect to
a default by Tenant in the payment of minimum rent. In the event that Tenant
shall fully and faithfully comply with all of the terms, provisions, covenants
and conditions of this Lease, the Letter of Credit shall be returned to Tenant
within thirty (30) days after the expiration date and after delivery of
possession of the entire Demised Premises to Landlord in the condition provided
in this Lease for such delivery of possession.

          Section 38.02. Such letter of credit (the "Letter of Credit") shall be
a clean, irrevocable and unconditional Letter of Credit (the "Letter of Credit")
issued by and drawn upon any commercial bank (the "Issuing Bank") with offices
for banking purposes in the City of New York and having at all times that such
Letter of Credit is in effect a net worth of not less than $500,000,000.00,
which Letter of Credit shall have an initial term of not less than one year or
thereafter having a term expiring not less than ninety (90) days following the
expiration of the term of this Lease, shall permit multiple drawings, shall be
transferable by the beneficiary on one or more occasions at no charge to the
beneficiary, and otherwise be in form and content satisfactory to Landlord, be
for the account of Landlord and be in the amount of $53,510.40. Notwithstanding
the foregoing, if at any time the net worth of the issuing Bank is less than
$500,000,000.00 or its rating is downgraded from its current rating, and
provided Tenant does not replace the existing Letter of Credit with a Letter of
Credit meeting the criteria of Section 38.02 within the sooner of thirty (30)
days following Tenant's receipt of Landlord's notice to Tenant of either of the
foregoing events or the number of days remaining until the expiration date of
the existing Letter of Credit, Landlord shall have the right, at any time
thereafter, to draw down the entire proceeds of the existing Letter of Credit
and hold such proceeds pursuant to the terms of Section 38.01 as cash security
pending the replacement of such Letter of Credit. The Letter of Credit shall
provide that:

                                      40
<PAGE>

                    (a)  the Issuing Bank shall pay to Landlord or its duly
          authorized representative an amount up to the face amount of the
          Letter of Credit upon presentation of the Letter of Credit and a sight
          draft, in the amount to be drawn;

                    (b)  it shall be deemed automatically renewed, without
          amendment, for consecutive periods of one (1) year each thereafter
          during the term of this Lease, unless Issuing Bank sends written
          notice (hereinafter. referred to as the Non-Renewal Notice) to
          Landlord by certified or registered mail, return receipt requested,
          not less than sixty (60) days next preceding the expiration date of
          the Letter of Credit that it elects not to have the Letter of Credit
          renewed, and it being agreed that the giving of such Non-Renewal
          Notice shall for the purpose of this Article 38 be deemed a default
          under this Lease;

                    (c)  Landlord, subsequent to its receipt of a Non-Renewal
          Notice, and prior to the expiration date of the Letter of Credit,
          shall have the right, exercisable by means of sight draft, to receive
          the monies represented by the Letter of Credit and hold such proceeds
          pursuant to the terms of Section 38.01 as cash security pending the
          replacement of such Letter of Credit; and

                    (d)  upon Landlord's sale or assignment of its estate as
          Tenant under any ground or underlying lease, the Letter of Credit.
          shall be transferable by Landlord, as provided in Section 38.03.

               Section 38.03. In the event Landlord's estate as tenant under any
ground or underlying Lease is sold or assigned, Landlord shall to transfer the
cash security or the Letter of Credit then held by Landlord to the vendee or
assignee, and Landlord shall thereupon be released by Tenant from all liability
for the return of such cash security or Letter of Credit. In such event, Tenant
agrees to look solely to the new Landlord for the return of said cash security
or Letter of Credit. It is agreed that the provisions hereof shall apply to
every transfer or assignment made of the cash security or Letter of Credit to a
new Landlord.

               Section 38.04. Tenant covenants that it will not assign or
encumber, or attempt to assign or encumber, the monies or Letter of Credit
deposited hereunder as security, and that neither Landlord nor its successors or
assigns shall be bound by any such assignment, encumbrance, attempted
assignment, or attempted encumbrance.

               Section 38.05. The use of the security, as provided in this
Article, shall not be deemed or construed as a waiver of Tenant's default or as
a waiver of any other rights and remedies to which Landlord may be entitled
under the provisions of this Lease by reason of such default, it being intended
that Landlord's rights to use the whole or any part of the security shall be in
addition to but not in limitation of any such other rights and remedies; and
Landlord may exercise any of such other rights and remedies independent of or in
conjunction with its rights under this Article.

                                      41
<PAGE>

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

                                        475 PARK AVENUE SO. CO.
                                        By: /s/ Charles Steven Cohen, Agent
                                           -------------------------------------
                                                                        Landlord

                                        INTELLIQUEST INFORMATION GROUP, INC.
                                        By: /s/ Susan M. Georgen
                                           -------------------------------------
                                                                          Tenant

                                      42
<PAGE>

STATE OF NEW YORK   )
-----------------

                    : ss.:

COUNTY OF NEW YORK  )

          On the ________ day of ____________________, 1998, before me
personally came Charles Steven Cohen, to me known and known to me to be an agent
of the firm of 475 PARK AVENUE SO. CO., the firm described in and which executed
the foregoing instrument, and acknowledged that he executed the same for and on
behalf of and with the authority of the said firm of 475 PARK AVENUE SO. CO.,
for the uses and purposes therein mentioned.


                                         _________________________________
                                                   Notary Public


STATE OF NEW YORK   )

                    : ss.:

COUNTY OF NEW YORK  )

          On this 1 day of April, 1998, before me personally came SUSAN M.
GEORGEN-SAAD to me known, who being by me duly sworn, did depose and say that
she resides at 4906 Mancie Drive, Austin Texas; that she is the CFO of
INTELLIQUEST INFORMATION GROUP, INC., the corporation described in and which
executed the foregoing instrument; and that he signed his name thereto by order
of the board of directors of said corporation.



                                         /s/ Harris Bornstein
                                         ---------------------------------
                                                   Notary Public
<PAGE>

                                  SCHEDULE A

                                  Floor Plan

                                   [DIAGRAM]
<PAGE>

                                  SCHEDULE B
                                     Work


                                     LEASE

                                    Between

                            475 PARK AVENUE SO. CO.

                                                                     As Landlord
                                      And

                     INTELLIQUEST INFORMATION GROUP, INC.,

                                                                       As Tenant

                Relating to part of the 17th floor in Building
                   475 Park Avenue South, New York, New York

          1.   Landlord, at Landlord's expense, will provide materials, work and
services to build the installation in the Demised Premises, as more particularly
shown on the plans and specifications prepared by Tenant's architect, IRI Design
Associates, dated March 10, 1998, and the plans and specifications prepared by
Tenant's engineer, _________________________, dated ________________________,
all of which have been delivered to and initialed and approved by Landlord and
Tenant.

          Tenant shall cause said plans to be filed promptly, at Tenant's
expense, with the appropriate governmental agencies in such form (building
notice, alteration or other form) as Landlord may direct, including filing of
Building Department Form No. TR-1. Tenant, at Tenant's expense, shall obtain a
building permit for such work.

          Landlord shall not be obligated to commence its work until such permit
is obtained. Tenant shall be responsible for the coordination of all
architectural and engineering design drawings including applicable code and
local law compliance, project dimensions and existing field conditions.

          2.   (a)  In accordance with and as indicated on the said plans and
specifications, Landlord, at Landlord's expense, except as otherwise specified
in this Schedule B and the Lease, will perform and install the work and
installations, all of which shall be of material, manufacture, design, capacity,
finish and color of the building standard adopted by Landlord for the Building,
except as otherwise set forth on said plans and specifications.

               (b)  In addition to work set forth on said plans, Landlord, at
     the expense of Landlord, shall do the following additional work:
<PAGE>

               (i)   Paint entry door to premises.
               (ii)  Paint entry doors to bathrooms on 17th floor hall.
               (iii) Paint frame of freight elevator.
               (iv)  Cover holes on wall close to elevators on 17th floor.
               (v)   Clean and shampoo hallway carpets

               (c)  Landlord, at the cost of Tenant, shall do the following
     above building standard work:

               (i)   Glazing                                        $ 1,968.00
               (ii)  Carpet "Upgrade"                                 7,486.73
               (iii) Blocking for manual projection screen              475.60
               (iv)  Wood caps                                          980.00
               (v)   Blocking for electrical screen Conf. Room          625.00
               (vi)  Ceilings soffit Large conference Room            1,035.90
                                                                    ----------
                                                     TOTAL:         $12,569.73

The above amount of $12,569.73 shall be paid to Landlord at the time of
execution of this Lease.

          3.   If Tenant shall request Landlord to perform any additional or
non-standard work, Tenant shall submit to Landlord the necessary plans and
specifications therefor. Landlord, at its' sole option, may perform such work,
at Tenant's expense, as a Tenant's extra, together with twenty-one (21 %)
percent of such price for Landlord's overhead. Prior to commencing any such work
requested by Tenant, Landlord will submit to Tenant written itemization of the
price of any such work. If Tenant shall fail to approve any such price(s) within
seven (7) days, they shall be deemed disapproved in all respects by Tenant and
Landlord shall not be authorized to proceed thereon, and Tenant shall then have
the work performed by other contractors subject to the provisions of Section
5.01 of the Lease. Concurrently with Tenant's approval, Tenant shall pay
Landlord as additional rent, fifty (50%) percent of the price of such work or
one hundred (100 %) of the price of the work if the price is less than $10,000,
together with 21 % of the aggregate price of all work for Landlord's overhead,
and thereafter, within seven (7) days after being billed therefor, Tenant shall
pay Landlord as additional rent the pro rata portion of the price of such work
for which Tenant is obligated to pay or toward which Tenant is obligated to
contribute, which has been previously completed. If Tenant shall default in
making such payment within seven (7) days after being billed, Landlord shall
have the same rights as in the event of default by Tenant in the payment of
minimum rent and additional rent, and Landlord shall have the further eight to
discontinue performing any additional work without the same affecting the date
of substantial completion as provided in Paragraph 4 below. Upon Landlord
advising Tenant that Landlord has substantially completed its work, Tenant shall
pay to Landlord the entire price of such work remaining unpaid, notwithstanding
that minor details or adjustments which shall not materially interfere with
Tenant's use of the Demised Premises may not then have been completed, as
provided in Section 2.01.

          4.   Tenant acknowledges that Landlord will be delayed in
substantially completed the work to be performed by Landlord under Article 1 of
this Schedule B, as a result of:

                                      46
<PAGE>

               (i)   Tenant's request for materials, finishes or installations
     other than Landlord's building standard; or

               (iii) Delays in the completion of work performed on behalf of
Tenant by a person, firm or corporation employed by Tenant; or

               (iv)  Any other delay caused by Tenant,

therefore the Commencement Date of the Lease, and the payment of minimum rent
thereunder shall be accelerated by the number of days of such delay.

          5.   Landlord will permit Tenant and its agents to enter the Demised
Premises prior to the Commencement. Date of the Lease in order that Tenant may
perform through its own contractors, to be first approved by Landlord, such
other work and decorations as Tenant may desire, at the same time that
Landlord's contractors are working in the space. The foregoing license to enter
prior to the Commencement Date is conditioned upon Tenant's workmen and
mechanics working in harmony and not interfering with the labor employed by
Landlord, Landlord's mechanics or contractors or by any other tenants or their
contractors. If at any time such entry shall cause disharmony or interference
therewith, this license may be withdrawn by Landlord upon 24 hours notice to
Tenant.

          Workers' Compensation and public liability insurance and property
damage insurance, all in amounts and with companies and on forms reasonably
satisfactory to Landlord, shall be provided and at all times maintained by
Tenant's contractors engaged in the performance of the work, and before
proceeding with the work, certificates of such insurance shall be furnished to
Landlord.

          Such entry shall be deemed to be under all of the terms, covenants,
and conditions of the Lease except as to the covenant to pay fixed rent.
Landlord shall not be liable in any way for any injury, loss or damage which may
occur to any of Tenant's decorations or installations so made prior to the
Commencement Date, the same being solely at Tenant's risk.

                                        475 PARK AVENUE SO. CO.



                                        By:  /s/ Charles Steven Cohen, as agent
                                             ----------------------------------
                                             Landlord

Accepted by:

INTELLIQUEST INFORMATION GROUP, INC.

By:  /s/ Susan M. Georgen-Saad
     -------------------------
     Tenant

                                      47
<PAGE>

                                  SCHEDULE C
                                  ----------

                              Description of Land

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

          BEGINNING at the southeasterly comer of Park Avenue South and 32nd
     Street; running

          thence southerly along the easterly side of Park Avenue South 162 feet
     3-1/2 inches;

          thence easterly parallel with 31st Street 80 feet;

          thence northerly parallel with Park Avenue South 35 feet 5-7/8 inches;

          thence southeasterly on an angle on it's southerly side of 86 degrees
     34 minutes 00 seconds with the last described line 20 feet 1/2 inch to a
     line drawn parallel with Park Avenue South and distant 100 feet easterly
     therefrom;

          thence northerly along said last mentioned line 29 fee 3 inches to the
     center line of the block;

          thence easterly along said center line of the block 61 feet 2 inches;

          thence northerly parallel with Park Avenue South 98 feet 9 inches;

          thence westerly along the southerly side of 32nd Street 161 feet 2
     inches to the, point or place of BEGINNING.

          SAID PREMISES being known as and by the street numbers 465 to 477 Park
Avenue South.
<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 the
tenants' premises for the tenants and their employees, licensees and invitees,
and no tenant shall use, or permit the use of, the entrances, corridors,
escalators or elevators for any other purpose. No tenant shall invite to the
tenant's premises, or permit the visit of, persons in such numbers or under such
conditions as to interfere with the use and enjoyment of any of the plazas,
entrances, corridors, escalators, elevators and other facilities of the Building
by other tenants. Fire exits and stairways are for emergency use only, and they
shall not be used for any other 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 the 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 the
tenant, shall be paid by such tenant.

          3.   The 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 the Landlord or not properly identified, and may require
all persons admitted to or leaving the Building outside of ordinary business
hours to register. Tenant's employees, agents and visitors shall be permitted to
enter and leave the building after ordinary business hours whenever appropriate
arrangements have been previously made between the Landlord and the Tenant with
respect thereto. Each tenant shall be responsible for all persons for whom he
requests such permission and shall be liable to the Landlord for all acts of
such persons. Any person whose presence in the Building at any time shall, in
the judgment of the 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 rejected therefrom. In case of invasion, riot, public
excitement or other commotion the Landlord may prevent all access to the
Building during the continuance of the same, by closing the doors or otherwise,
for the safety of the tenants and protection of property in the Building. The
Landlord may require any person leaving the Building with any package or other
object to exhibit a pass from the tenant from whose premises the package or
object is being removed, but the establishment and enforcement of such
requirement shall not impose any responsibility on the Landlord for the
protection of any tenant against the removal of property from the premises of
the tenant. The 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 the tenant's premises or the Building under the provisions of this rule.

          4.   No tenant shall obtain or accept for use in its premises towel,
barbering, boot blacking, floor polishing, lighting maintenance, cleaning or
other similar services from any persons not authorized by the Landlord in
writing to furnish such services, provided always that
<PAGE>

the charges for such services by persons authorized by the Landlord are not
excessive. Such services shall be furnished only at such hours, in such places
within the tenant's premises and under such reasonable regulations as may be
fixed by the 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 the Landlord shall be used in a tenant's premises.

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

          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 therein above the ground floor shall be lowered when and as
reasonably required because of the position of the sun, during the operation of
the 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 reasonable 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, flammable, combustible or
explosive object or material shall be brought into the Building by any tenant or
with the permission of any tenant.

          9.   Tenant shall not permit any cooking or food odors emanating
within the Demised Premises to seep into other portions of the Building.

          10.  No acids, vapor 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.  Except as otherwise set forth in the Lease, no signs,
advertisement, notice or other lettering shall be exhibited, inscribed, painted
or affixed by any tenant on any part of the outside or inside the premises or
the Building without the prior written consent of the Landlord, which consent
shall not be unreasonably withheld. 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

                                      50
<PAGE>

incurred by such removal to the tenant or tenants Violating this rule. Interior
signs and lettering on doors and elevators shall be inscribed, painted, or
affixed for each tenant by Landlord at the expense of such tenant, (the charge
not to exceed that which a reputable outside contractor would charge), and shall
be of a size, color and style reasonably 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.  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 a tenant's lease, all keys of the tenant's premises and
toilet rooms shall be delivered to the Landlord.

     13.  No tenant shall in any way deface any part of the Building or the
premises demised to such tenant. No boring, cutting or stringing of wires shall
be permitted, except with the prior written consent of Landlord, which will not
be unreasonably withheld or delayed, and as Landlord may reasonably direct. No
tenant shall install any resilient tile or similar floor covering in the
premises demised to such tenant except in a manner approved by Landlord.

     14.  No tenant shall use or occupy, or permit any portion of the premises
demised to such tenant to be used or occupied, as an office for a public
stenographer or typist, or as a barber or manicure shop, or as an employment
bureau. No tenant or occupant shall engage or pay any employees in the Building,
except those actually working for such tenant or occupant in the Building, nor
advertise for laborers giving an address at the Building.

     15.  Except as otherwise permitted in its lease, no premises shall be used,
or permitted to be used, at any time, as a store for the sale or display of
goods, wares 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
predominantly involves direct patronage of the general public in the premises
demised to such tenant, or for manufacturing or for other similar purposes.

     16.  The requirements of tenants will be attended 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 the Landlord.

     17.  The tenant's employees shall not loiter around the hallways,
stairways, elevators, front, roof or any other part of the Building used in
common by the occupants thereof.

     18.  If the premises demised to any tenant become infested with vermin,
such tenant, at its sole cost and 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.

                                      51
<PAGE>

                                  SCHEDULE E
                                  ----------

                            Cleaning Specifications


                                      for

                             475 Park Avenue South
                              New York, New York

Landlord will perform cleaning services in the Demised Premises and related
areas as follows:

NIGHTLY
-------

     -    Empty and wipe clean all ash trays from designated smoking areas only.
     -    Empty and wipe clean all waste receptacles.
     -    Place waste in bags and remove to a designated area.
     -    Empty, clean and refill smoking urns as needed.

     -    Wipe clean all areas within hand high reach; including but not limited
          to window sills, wall ledgers, chairs, desks, tables, baseboards, file
          cabinets, convector enclosures, pictures and all manner of office
          furniture.

     -    Wipe clean all glass top desks and tables.
     -    Sweep with treated cloths all composition tile flooring.
     -    Sweep all carpeted areas nightly and vacuum clean carpeting weekly.
     -    Wash clean all water fountains and coolers, emptying waste water as
          necessary.

PUBLIC LAVATORIES (Nightly or as otherwise designated)
-----------------

     -    Wash and dry all bowls, seats, urinals, washbasins and mirrors.
     -    Wash and wipe dry all metal work.
     -    Empty paper towel and sanitary napkin disposal receptacles and remove
          to designated area.
     -    Supply and insert toilet tissue, toweling and soap in dispensers.
     -    Sweep and wash floors.
     -    Wipe clean all sills, partitions and ledges.
     -    Wipe clean exterior of waste cans and dispensing units.
     -    Wash booth partitions monthly.
     -    Wash tile walls monthly.
     -    Wash and dry interior of waste cans and sanitary disposal containers
          weekly.
     -    Machine scrub flooring monthly.
     -    Dust exterior of light fixtures quarterly.

FLOOR MAINTENANCE
-----------------

               A.   Public Corridors in Multi-Tenanted Floors only.
<PAGE>

                    Damp mop and buff all composition flooring monthly.

               B.   High Dusting Public Areas.

                    High dust all walls, ledges, pictures, anemostats,
                    registers, grilles, etc., not reached in normal nightly
                    cleaning quarterly.

WINDOW CLEANING SERVICES
------------------------

                    Clean all exterior windows, inside and out periodically
                    during the year, as Landlord deems necessary.

RUBBISH REMOVAL SERVICES
------------------------

                    Remove all dry normal office rubbish and paper from the
                    office premises of the Demised Premises only, Mondays
                    through Fridays, holidays excepted.

                                      53
<PAGE>

                                  SCHEDULE F
                                  ----------

                                  Definitions

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

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

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

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

          (e)  Reference to Tenant or Landlord being or not being in default
                                                                  ----------
hereunder or words of like import, shall mean that Tenant or Landlord is in
---------
default in the performance of one or more of Tenant's or Landlord's obligations
hereunder, or that Tenant or Landlord is not in default in the performance of
any of Tenant's or Landlord's obligations hereunder, or that a condition of the
character described in Section 16.01 has occurred and continues or has not
occurred or does not continue, as the case may be.

          (f)  The term laws and/or requirements of public authorities and words
                        ----------------------------------------------
of like import shall mean laws and ordinances of any or all of the Federal,
state, city, county and borough governments and rules, regulations, orders
and/or directives of any or all departments, subdivisions, bureaus, agencies or
offices thereof, or of any other governmental, public or quasi-public
authorities, having jurisdiction in the premises, and/or the direction of any
public officer pursuant to law.

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

          (h)  Reference to termination of this lease includes expiration or
                            -------------------------
earlier termination of the term of this lease or cancellation of this lease
pursuant to any of provisions of this lease or to law. Upon a termination of
this lease, the term and estate granted by this lease shall end at noon of the
date of termination as if such date were the date of expiration of the term of
this lease and neither party shall have any further obligation or liability to
the other after such
<PAGE>

termination (i) except as shall be expressly provided for in this lease, or (ii)
except for such obligation as by its nature or under the circumstances can only
be, or by the provisions of this lease, may be, performed after such
termination, and, in any event, unless expressly otherwise provided in this
lease, any liability for a payment which shall have accrued to or with respect
to any period ending at the time of termination shall survive the termination of
this lease.

          (i)  The term in full force and effect when herein used in reference
                        ------------------------
to this lease as a condition to the existence or exercise of a right on the part
of Tenant shall be construed in each instance as including the further condition
that at the time in question no default on the part of Tenant exists, and no
event has occurred which has continued to exist for such period of time (after
the notice; if any, required by this lease), as would entitle Landlord to
terminate this lease or to dispossess Tenant.

          (j)  The term Tenant shall mean Tenant herein named or any assignee or
                                          ------
other successor in interest (immediate or remote) of Tenant herein named, but
only while such Tenant or such assignee or other successor in interest, as the
case may be, is in possession of the Demised Premises as owner of the Tenant's
estate and interest granted by this lease and also, if Tenant is not an
individual or a corporation, all of the persons, firms and corporations then
comprising Tenant.

          (k)  Words and phrases used in the singular shall be deemed to include
the plural and vice versa, and nouns and pronouns used in any particular gender
shall be deemed to include any other gender.

                                      55
<PAGE>

                              AMENDMENT OF LEASE
                              ------------------

          AGREEMENT, made this 7th day of April, 1998 between 475 PARK AVENUE
SO. CO., having an office at 750 Lexington Avenue, New York, New York 10022
("Landlord") and INTELLIQUEST INFORMATION GROUP, INC., having an office at 1250
Capital of Texas Highway, Building One, Austin. Texas 78746.

                                  WITNESSETH:

          WHEREAS, Landlord and Tenant have executed a lease dated April 1, 1998
for part of the 17th floor at 475 Park Avenue South, New York, New York; and

          WHEREAS, Landlord and Tenant wish to amend the Lease as hereinafter
provided,

          NOW, THEREFORE, in consideration of the foregoing and the mutual
covenant hereinafter provided, it is agreed that the Lease Is hereby amended as
follows:

          1.  Except as otherwise herein defined, all terms contained in this
Agreement shall for the purposes hereof have the same meaning ascribed to them
in the Lease.

          2.  Section 38.01 of the Lease is deleted in its entirety and the
following is substituted in its place:

          "Section 38.01.  Concurrently with the execution of this Lease, Tenant
shall deposit with Landlord the sum of $53,510.40, either in cash or by Letter
of Credit as provided in Section 38.02, as security for the faithful performance
and observance by Tenant of the terms, provisions and conditions of this Lease.
Tenant agrees that, in the event that Tenant defaults in respect of any of the
terms, provisions and conditions of this Lease (including the payment of minimum
rent and additional rent) beyond applicable grace periods, Landlord may use,
apply, or retain the whole or any part of the cash security so deposited or may
notify the "Issuing Bank" (as such term is defined in Section 38.02) and
thereupon receive all of the monies represented by the said Letter of Credit and
use, apply, or retain the whole or any part of such proceeds, as the case may
be, to the extent required for the payment of any rent, additional rent, or any
other sum as to which Tenant is in default, or for any sum that Landlord may
expend or may be required to expend by reason of Tenant's default, in respect of
any of the terms, covenants and conditions of this Lease (including any damages
or deficiency accrued before or after summary proceedings or other re-entry by
Landlord), and Landlord shall hold the portion of such monies not applicable to
Tenant's obligations as security for the future performance of Tenant's
obligations under this Lease. In the event that Landlord applies or retains any
portion or all of such cash security or proceeds of such Letter of Credit, as
the case may be, Tenant shall forthwith restore the amount so applied or
retained so that, at all times, the amount deposited shall be $53,510.40. If
Tenant shall fail or refuse to make such additional deposit, Landlord shall have
the same rights in law and in equity and under this Lease as it has with respect
to a default by Tenant in the payment of minimum rent. In the event that Tenant
shall fully and faithfully comply with all of the terms, provisions, covenants
and conditions of this Lease, the cash security or Letter of Credit, as the case
may be, shall be returned to Tenant within thirty (30) days after the expiration
date and after
<PAGE>

delivery of possession of the entire Demised Premises to Landlord in the
condition provided in the condition provided in this Lease for such delivery of
possession."

          3.  The first line of Section 38.02, beginning with the word "Such"
and ending with the word "be" is deleted and the following is substituted in its
place. "In lieu of a cash deposit, Tenant may deliver to Landlord".

          4.  Except as hereinabove amended, all of the terms, covenants and
conditions of the Lease shall remain controlling between the parties.

          IN WITNESS WHEREOF, Landlord and Tenant have exercised this Agreement
on the day and year first above written.


                                   475 PARK AVENUE SO. CO.
                                   Landlord
                                   By:  /s/ Charles Steven Cohen, as agent
                                       ----------------------------------------
                                       Name:
                                       Title:

                                   INTELLIQUEST INFORMATION GROUP, INC.
                                   Tenant
                                   By:   /s/ Susan N. Georgen-Saad
                                        ---------------------------------------
                                        Name:  Susan N. Georgen-Saad
                                        Title:  C.F.O.

                                       2
<PAGE>

                           SECOND AMENDMENT OF LEASE
                           -------------------------

          SECOND AMENDMENT OF LEASE ("Agreement"), dated this 12th day of
November, 1999, between 475 PARK AVENUE SO. CO., a New York partnership having
an office at 750 Lexington Avenue, New York, New York 10022 ("Landlord"), and
NAVIANT, INC., a Delaware corporation having an office at 475 Park Avenue South,
New York, New York 10016 ("Tenant").

                                  WITNESSETH:

          WHEREAS, Landlord and Intelliquest Information Group, Inc., Tenant's
predecessor-in-interest have heretofore entered into a lease dated April 1,
1998, as amended by agreement dated April 7, 1998 (collectively the "Lease") for
part of the 17th floor ("Existing Premises") in the building known as 475 Park
Avenue South, New York, New York ("Building"), for the term ending October 31,
2003; and

          WHEREAS, Tenant wishes to rent additional space on the 17th floor
which adjoins the Existing Premises (the "Additional Premises"), and extend the
term of the Lease, and Landlord is willing to do so, upon the terms and
conditions hereinafter provided.

          NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter provided, Landlord and Tenant agree as follows:

          1.  Except as otherwise herein defined, all terms contained in this
Agreement shall for the purposes hereof have the same meaning ascribed to them
in the Lease.

          2.  Tenant has examined and agrees to accept the Additional Premises
in its present "as is" condition and state of repair, subject to and upon
substantial completion by
<PAGE>

Landlord, at Landlord's own expense, of the installation of new carpeting and
wall covering in the 17/th/ floor common corridor.

          3.  (A) Landlord shall deliver the Additional Premises to Tenant on
the date that Landlord substantially completes its work (the "Effective Date"),
and following the Effective Date, wherever the term Demised Premises is referred
to in the Lease, the same shall mean collectively, the Additional Premises more
particularly delineated in the plan annexed hereto as Schedule A, and the
Existing Premises. Except as set forth in Article 2 above, Landlord shall have
no obligation to perform any other work in connection with preparing the
Additional Premises for Tenant's occupancy.

              B.  If, prior to the Effective Date, Tenant shall enter the
Additional Premises to make any installations, Landlord shall have no liability
or obligation for the care or preservation of Tenant's property, except for the
negligence of Landlord, its agents, servants and employees.

              C.  Promptly after the Effective Date, Landlord and Tenant will
execute a statement in recordable form confirming the Effective Date in
accordance with the foregoing provisions.

          4.  The Lease is amended as follows:

               A.  Notwithstanding the provisions of Article 1 of
          the Lease, the term of the Lease shall be extended to
          the date (the "Extended Expiration Date") that shall be
          five (5) years and one (1) month following the
          Effective Date, plus the number of days required, if
          any, to have such term expire on the last day of the

                                       4
<PAGE>

          calendar month, or on such earlier date upon which said
          term may expire or terminate pursuant to any of the
          conditions or covenants of the Lease or pursuant to
          law.

               B.  Commencing from and after the Effective Date,
          with respect to the Additional Premises only:

               (i)  Tenant shall pay as minimum rent for the period from the
          Effective Date to the Extended Expiration Date the amount of $133,000
          per annum (or $11,083.33 per month), provided if the Effective Date is
          not the first day of the month then the minimum rent for such month
          shall be prorated; however, part of the minimum rent for the 1st month
          following the Effective Date in the amount of $10,208.33 shall be
          abated and the balance of minimum rent of $875.00 for such month shall
          be payable.

               (ii) In Section 22.01 (a) of the Lease:

                    (a) in subdivision (i) the "Tax Base Factor"
               shall mean the average of the real estate taxes
               for the periods from July 1, 1999 to June 30, 2000
               and from July 1, 2000 to June 30, 2001.

                    (b) in subdivision (iii), the "comparative
               tax year" shall mean the tax year commencing July
               1, 2000 and each subsequent real estate tax year.

                    (c) in subdivision (v), "the Percentage"
               shall mean "1.045%".

               (iii)  In Section 22.02 of the Lease:

                               5
<PAGE>

                    (a) in subdivision (ii), the "Base Wage Rate"
               shall mean the Wage Rate for the calendar year
               2000, without fringes.

                    (b) in subdivision (v), the "Multiplication
               Factor' shall mean 3,500.

               (iv) In Section 23.03, the "Rent Inclusion Factor" shall mean
          $10,500.

               C.  With respect to the Existing Premises only,
          Section 301(a) is amended to provide that the minimum
          rent for the period commencing November 1, 2003 to the
          Extended Expiration Date shall be at the rate of
          $177,460.00 per annum (or $14,788.33 per month).

          5.   Concurrently with the execution of this Agreement, Tenant shall
deposit with Landlord the sum of $55,415, either in cash or by a Letter of
Credit meeting the criteria provided in Section 38.02 of the Lease, to be held
by Landlord as additional security pursuant to the provisions of Article 38 of
the Lease. Upon such payment the total security deposit referred to in said
Article 38 shall be $108,925.00.

          6.   Subject to the provisions of Article 5 of this Lease, Tenant
agrees to perform the initial work and installations required to make the
Additional Premises suitable for the conduct of Tenant's business. Tenant agrees
to deliver to Landlord, for Landlord's approval, the plans and specifications
for Tenant's initial work within thirty (30) days from the date hereof. Landlord
agrees to contribute up to the sum of $52,500.00 ("Landlord's Contribution")
towards the cost of such work, which shall include hard and soft costs. Landlord
shall pay to Tenant,

                                       6
<PAGE>

from time to time, ninety (90%) percent of the cost of the work requested by
Tenant theretofore performed by the contractor, provided Tenant delivers to
Landlord concurrently with its request, receipted bills of the contractor
involved approved by Tenant, a certificate by Tenant's architect that such bills
have been approved and the work or materials evidenced by such bills have been
satisfactorily performed or delivered and a waiver of mechanic's lien signed by
the contractor with respect to the amount paid as evidenced by the receipted
bill, such payment to be made to Tenant within twenty (20) days after receipt of
Tenant's request together with the aforesaid documentation. Within ten (10) days
after Landlord receives a certificate from Tenant's architect stating that
Tenant's work (including the work, if any, performed by Landlord) has been
substantially completed, that the same has been performed in compliance with all
applicable Governmental Requirements and the approved plans and specifications
and delivery to Landlord of the final "sign off" letters and equipment use
permits (as necessary) for all work performed from the applicable municipal
authorities. Landlord shall pay to Tenant the aggregate of the ten (10%) percent
sums retained by Landlord. Landlord shall have no obligation or responsibility
to pay any cost exceeding the amount of Landlord's Contribution. If the amount
Tenant expends for the cost exceeds the amount of Landlord's Contribution,
Tenant shall be responsible for the payment to the contractors of the excess. If
said amount is less than the amount of Landlord's Contribution, Landlord shall
not be obligated to pay such difference to Tenant. Tenant shall indemnify and
hold Landlord harmless from and against any and all claims, costs and expenses
in connection with such work exceeding the amount of Landlord's Contribution.

          7.  The following Articles 39 and 40 shall be added to the Lease to
read as follows:

                                       7
<PAGE>

                                  "ARTICLE 39


                                Expansion Space

          "Section 39.01.  So long as this Lease is then in full force and
effect and Tenant is not then in default in performing any of the conditions of
this Lease on its part to be performed, both at the time of Landlord's
Availability Notice (as hereinafter defined) and on the Effective Date (as
hereinafter defined) for the Expansion Space (as hereinafter defined), at the
time during the two (2) year period following the Effective Date that Landlord
becomes aware of the potential availability of the remainder of the space on the
17th floor (the "Expansion Space") which Landlord anticipates will become
available for lease and future occupancy by Tenant, Landlord shall then give
Tenant notice thereof (the "Availability Notice"). Such notice shall also state
the rentable square feet of the Expansion Space, which for the purpose of this
Article 39 is deemed to be 4,200 rentable square feet, and Landlord's reasonable
estimation of the date when such Expansion Space will be available for Tenant's
occupancy (the "Occupancy Date"). If the same is subject to the prior right of
the then tenant thereof to renew the term thereof or of another existing tenant
to lease the same (collectively, the "Prior Right"), Landlord shall include in
its Availability Notice the existence of such Prior Right and the date by which
the same must be exercised by the existing tenant having such Prior Right.
Concurrently with giving the Availability Notice to Tenant, Landlord shall give
to the existing tenant notice to exercise its Prior Right. Landlord thereafter
shall notify Tenant of the exercise or non-exercise of such Prior Right. Tenant
shall have the one time right to exercise its option to lease such Expansion
Space by giving Landlord written notice of its election to do so (the "Exercise
Notice"), within thirty (30) days from the date of its receipt of the
Availability Notice, with TIME OF THE ESSENCE. However, if such Expansion Space
is subject to a Prior Right, Tenant may exercise its option by giving the
Exercise Notice within thirty (30) days from the date of its receipt of written
notice from Landlord of the non-exercise of such Prior Right, with TIME OF THE
ESSENCE. If Landlord does not receive the Exercise Notice within the applicable
thirty (30) day period, then Tenant shall have no further rights with respect to
the Expansion Space under this Article 39, and Landlord may lease such Expansion
Space to any other party upon such terms and conditions as Landlord may deem
desirable.

          Section 39.02.  Tenant shall take possession of the Expansion Space
and Landlord shall deliver possession thereof to Tenant on the later of the
Occupancy Date and the actual date on which Landlord shall have delivered such
Expansion Space to Tenant vacant (the "Effective Date"), and from and after the
Effective Date such Expansion Space shall automatically be deemed added to and
made part of the Demised Premises upon all of the terms, covenants and
conditions as are contained in this Lease (except those which by their terms are
no longer applicable), except as follows:

               1.  Tenant agrees to accept possession of the Expansion Space in
          its then "As Is" condition and Landlord shall not be required to do
          any work therein to prepare the same for Tenant's occupancy.

               2.  The respective amounts of the minimum rent provided in
          Section 3.01 (a) shall be increased by the amount equal to the fair
          market annual rental value ("Rental Value") of the Expansion Space as
          of the Effective Date, but not

                                       8
<PAGE>

          less than at the aggregate rate per square foot payable for minimum
          rent and additional rent payable under Article 22 of this Lease
          immediately prior to the Effective Date. In the event the parties fail
          to agree on such Rental Value within ninety (90) days prior to the
          Effective Date, such Rental Value shall be determined by arbitration
          in the manner as hereinafter provided in Article 40; and the
          determination of such arbitrator shall be conclusive and binding on
          the parties. If for any reason such Renal value shall not be
          determined prior to the commencement of the Effective Date, Tenant, in
          the meantime shall pay the monthly installments of minimum rent at the
          rate per square foot payable for minimum rent and said additional rent
          immediately prior to the Effective Date. If the Rental Value shall be
          greater than the amount paid by Tenant for the Additional Space
          following the Effective Date, Tenant forthwith after the arbitrators'
          decision, shall pay to Landlord the difference between the monthly
          installments actually paid and the monthly installments which should
          have been paid from the commencement of the Effective Date, and
          thereafter Tenant shall pay the monthly installments of the new
          minimum rent.

               3.  In Section 22.01(a), with respect to the Expansion Space
          only, in subdivision (i) the "Tax Base Factor" shall mean the July 1 -
          June 30 fiscal year in which the Effective Date occurs; in subdivision
          (iii) the "comparative tax year" shall mean the July - June 30 fiscal
          year immediately following the Tax Base Factor; and in subdivision (v)
          the "Percentage" shall mean 1.058%.

               4.  In Section 22.02(a), with respect to the Expansion Space
          only, in subdivision (ii), the "Base Wage Rate" shall man the Wage
          Rate in effect for the calendar year in which the Effective Date
          occurs; and in subdivision (v) the "Multiplication Factor" shall mean
          4,200.

          Section 39.03.  Notwithstanding the provisions of Section 39.02, if
Landlord is unable to give possession of the Expansion Space on the Effective
Date because of the holding-over of the tenant thereof, Landlord shall not be
subject to any liability for failure to give possession on the Effective Date,
but the Effective Date shall not be deemed to have occurred for any purpose
whatsoever until the date that Landlord shall actually deliver possession of the
Expansion Space to Tenant. In any event, Landlord shall promptly commence and
diligently prosecute holdover proceedings or such other legal proceedings as may
be required in order to obtain prompt possession of the Expansion Space as
promptly thereafter as may be practical.

          Section 39.04.  Following the determination of the Effective Date, the
minimum rent and the escalation rents of the Expansion Space, Landlord and
Tenant shall execute an agreement amending this Lease to reflect the foregoing,
but the provisions of this Article 39 shall be effective with respect to the
Expansion Space effective from and after the Effective Date whether or not such
an amendment is executed.

          Section 39.05. Except as specifically amended in this Article 39, all
of the terms, covenants and conditions of this Lease shall continue in full
force and effect and unchanged."

                                       9
<PAGE>

                                  ARTICLE 40

                                  Arbitration

          Section 40.01.  The arbitration provided for in Article 39 shall be
settled in the Borough of Manhattan, City, County and State of New York,
conducted to the extent consistent with this Article 40 in accordance with the
rules then obtaining of the American Arbitration Association, or any successor
body of similar function, governing commercial arbitration, except that the
forgoing shall not be deemed or construed to require that such arbitration
actually be conducted by or before the American Arbitration Association or any
successors body of similar function. The arbitration shall be conducted before
arbitrators selected as follows: The party desiring arbitration shall appoint a
disinterested person as arbitrator on its behalf and give notice thereof to the
other party who shall, within twenty (20) days thereafter, appoint a second
disinterested person as arbitrator on its behalf and give written notice thereof
to the first party. The arbitrators thus appointed shall, within twenty (20)
days after the date of the appointment of the second arbitrator, appoint a third
disinterested person, who shall be a person licensed by the State of New York
(if such license is required by law) or otherwise qualified and having the
necessary expertise, including at least ten (10) years experience, in the manner
or discipline which is the primary subject or is primarily involved in such
arbitration. If the arbitrators thus appointed shall fail to appoint such third
disinterested person within said twenty (20) day period, then either party may,
by application to the presiding Justice of the Appellate Division of the Supreme
Court of the State of New York for the First Judicial Department, which
application shall be made within fifteen (15) days after the end of said twenty
(20) day period, seek to appoint such third disinterested person, such
appointment being made not later than thirty (30) days after the date of said
application. Upon such appointment, such person shall be the third arbitrator as
if appointed by the original two arbitrators. The decision of the majority of
the arbitrators shall be final, non-appealable, conclusive and binding on all
parties and judgment upon the award may be entered in any court having
jurisdiction. If a party who shall have the right pursuant to the foregoing, to
appoint an arbitrator, fails or neglects to do so, then and in such event the
other party shall select the arbitrator not so selected by the first party, and
upon such selection, such arbitrator shall be deemed to have been selected by
the first party. The expenses of arbitration shall be shared equally by Landlord
and Tenant, unless this Lease expressly provides otherwise, but each party shall
and be separately responsible for its own counsel and witness fees and
disbursements, unless this Lease expressly provides otherwise. Landlord and
Tenant agree to sign all documents and to do all other things reasonably
necessary to submit any such matter to arbitration and further agrees to, and
hereby do, waive any and all rights they or either of them may at any time have
to revoke their agreement hereunder to submit to arbitration and to abide by the
decision rendered thereunder and agree that a judgment or order may be entered
in any court of competent jurisdiction based on an arbitration award (including
the granting of injunctive relief).

          Second 40.02.  The arbitrators shall be disinterested persons having
at least ten (10) years experience in the County of New York in a calling
connected with the dispute, and shall have the right to retain and consult
experts and competent authorities skilled in the matter under arbitration, but
any such consultation shall be made in the presence of both parties, with full
right on their part to cross-examine such experts and authorities. The
arbitrators shall render their decision and award upon the concurrent of at
least two (2) of their number, not later than

                                      10
<PAGE>

sixty (60) days after appointment of the third arbitrator. Their decision and
award shall be in writing and counterpart copies thereof shall be delivered to
each of the parties. In rendering their decision and award, the arbitrators
shall have no power to modify or in any manner alter or reform any of the
provisions of this Lease, and the jurisdiction of the arbitrators is limited
accordingly."

          8.  Landlord and Tenant represent and warrant that they had no
dealings or negotiations with any brokers or agents other than Newmark & Company
Real Estate, Inc. and Cohen Brothers Realty Corporation, in connection with this
Agreement. Landlord will pay said brokers a commission pursuant to separate
agreements. Landlord and Tenant agree to indemnify and hold harmless the other
from and against any cost, expense or liability for any compensation,
commissions or charges arising out of a breach by the other of the
representations contained in this paragraph.

          9.  Except as modified by this Agreement, the Lease and all the terms,
covenants and conditions thereof (except those which by their terms are no
longer applicable) shall remain in full force and effect and are hereby in all
respects ratified and confirmed.

          IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement
on the day and year first above written.


                                        475 PARK AVENUE SO. CO.
                                                                        Landlord
                                        By:  /s/  Charles Steven Cohen
                                            ------------------------------------
                                            Charles Steven Cohen, Agent:

                                        NAVIANT, INC.

                                        By: /s/  R.T. Butkus
                                            ------------------------------------
                                            Name: R.T. Butkus
                                            Title:  Senior Vice President

                                                                          Tenant

                                      11