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                                                                    Exhibit 10.8

      AGREEMENT OF LEASE, made as of the 8th day of March, 2000, between
Landlord and Tenant.


                              W I T N E S S E T H:
                               -------------------

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


                                   DEFINITIONS

      "AAA" shall have the meaning set forth in Section 37.7 hereof.

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

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

      "Alterations" shall mean alterations, installations, improvements,
additions or other physical changes (other than carpeting, painting, wall
coverings, floor coverings and decorations) in or about the Premises.

      "Applicable Area" shall have the meaning set forth in Section 41.1 hereof.

      "Applicable Initial Alterations" shall mean the Tenth Floor Space Initial
Alterations or the Seventh Floor Space Initial Alterations.

      "Applicable Landlord's Work Date" shall mean the day that is one hundred
twenty (120) days after the Commencement Date or the Seventh Floor Space
Commencement Date, as the case may be.

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

      "Applicable Rent Commencement Date" shall mean the Tenth Floor Space Rent
Commencement Date or the Seventh Floor Space Rent Commencement Date.

      "Applicable Security Amount" shall mean the Tenth Floor Space Security
Amount or the Seventh Floor Space Security Amount.

      "Applicable Tenant Fund" shall have the meaning set forth in Section 3.5
hereof.

      "Applicable Terms" shall have the meaning set forth in Section 7.8 hereof.


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      "Appraiser" shall have the meaning set forth in Section 41.1 hereof.

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

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

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

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

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

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

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

      "Base Rate" shall mean the rate of interest publicly announced from time
to time by The Chase Manhattan Bank, or its successor, as its "prime lending
rate" (or such other term as may be used by The Chase Manhattan Bank, from time
to time, for the rate presently referred to as its "prime lending rate"), which
rate was 8.50% on January 19, 2000.

      "Base Rental Amount" shall have the meaning set forth in Section 41.1
hereof.

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

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

      "Building" shall mean all the buildings, equipment and other improvements
and appurtenances of every kind and description now located or hereafter
erected, constructed or placed upon the land and any and all alterations, and
replacements thereof, additions thereto and substitutions therefor, known by the
address of 330 West 34th Street, New York, New York.

      "Building Systems" shall mean the mechanical, gas, electrical, sanitary,
heating, air conditioning, ventilating, elevator, plumbing, life-safety and
other service systems of the Building.

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


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

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

      "Control" or "control" shall mean direct or indirect ownership of more
than fifty percent (50%) of the outstanding voting stock of a corporation or
other majority equity and control interest if not a corporation and the
possession of power to direct or cause the direction of the management and
policy of such corporation or other entity, whether through the ownership of
voting securities, by statute or according to the provisions of a contract.

      "CR&A" shall have the meaning set forth in Section 3.1 hereof.

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

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

      "Escalation Rent" shall mean, individually or collectively, the Tax
Payment and the Operating Payment.

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

      "Excluded Space" shall have the meaning set forth in Section 7.6 hereof.

      "Existing Ground Lease" shall mean the Superior Lease described on Exhibit
"A" attached hereto and made a part hereof.

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


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of this Lease or pursuant to law.

      "Fair Market Rent" shall have the meaning set forth in Section 41.1
hereof.

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

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

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

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

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

      "HVAC Units" shall have the meaning set forth in Section 28.2 hereof.

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

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

      "Landlord", on the date as of which this Lease is made, shall mean Vornado
330 West 34th Street L.L.C., a Delaware limited liability company, having an
office c/o MRC Management LLC, 330 Madison Avenue, New York, New York, but
thereafter, "Landlord" shall mean only the fee owner of the Real Property or if
there shall exist a Superior Lease, the tenant thereunder.

      "Landlord's Determination" shall have the meaning set forth in Section
41.1 hereof.

      "Landlord's Work" shall have the meaning set forth in Article 19 hereof.

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

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

      "LivePerson" shall mean LivePerson, Inc., a Delaware corporation, having
an office at 462 Seventh Avenue, New York, New York.

      "LivePerson Party" shall mean LivePerson or an Affiliate of LivePerson.


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      "Long Lead Work" shall mean any item which is not customarily a stock item
and must be specially manufactured, fabricated or installed or is of such an
unusual, delicate or fragile nature that there is a substantial risk that

            (i) there will be a material delay in its manufacture, fabrication,
      delivery or installation, or

            (ii) after delivery, such item will need to be reshipped or
      redelivered or repaired

so that the item in question cannot be completed when the standard items are
completed even though the item of Long Lead Work in question is (1) ordered
together with the other items required and (2) installed or performed (after the
manufacture or fabrication thereof) in the order and sequence that such Long
Lead Work and other items are normally installed or performed in accordance with
good construction practice. In addition, "Long Lead Work" shall include any
component of work which in accordance with good construction practice should be
completed after the completion of any item of work in the nature of the items
described in the immediately preceding sentence.

      "Major Sublease" shall mean a sublease, between Tenant, as sublessor, and
a third party, as sublessee, which (i) Tenant enters into in accordance with the
provisions of Article 12 hereof, (ii) demises to the sublessee not less than the
entire rentable area of the Tenth Floor Space or not less than the entire
rentable area of the Seventh Floor Space, as the case may be, and (iii) expires
no earlier than the day immediately preceding the Fixed Expiration Date.

      "Major Sublease Fair Market Rent" shall have the meaning set forth in
Section 7.8 hereof.

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

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

      "Mutual Determination" shall have the meaning set forth in Section 41.1
hereof.

      "Nondisturbance Agreement" shall have the meaning set forth in Section 7.1
hereof.

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


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

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

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

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

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

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

      "Partner" or "partner" shall mean any partner of Tenant, any employee of a
professional corporation which is a partner comprising Tenant, and any
shareholder of Tenant if Tenant shall become a professional corporation.

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

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

      "Premises" shall mean, subject to the provisions of Section 14.4 hereof,
the Tenth Floor Space and, as of the Seventh Floor Space Commencement Date, the
Seventh Floor Space.

      "Qualified Specialty Alterations" shall have the meaning set forth in
Section 3.1 hereof.

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

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

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

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

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

      "Recognition Agreement" shall have the meaning set forth in Section 7.7
hereof.

      "Recognition Effective Date" shall have the meaning set forth in Section
7.8 hereof.


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      "Related Costs" shall have the meaning set forth in Section 3.5 hereof.

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

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

      "Rental Value" shall have the meaning set forth in Section 41.1 hereof.

      "Rent Notice" shall have the meaning set forth in Section 41.1 hereof.

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

      "Required Amount" shall have the meaning set forth in Section 3.5 hereof.

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

      "Risers" shall have the meaning set forth in Section 3.7 hereof.

      "Rules and Regulations" shall mean the rules and regulations annexed
hereto and made a part hereof as Schedule A, and Exhibit "D" and such other and
further rules and regulations as Landlord or Landlord's agents may from time to
time adopt on such notice to be given as Landlord may elect, subject to Tenant's
right to dispute the reasonableness thereof as provided in Article 8 hereof.

      "Satellite Dish" shall have the meaning set forth in Section 39.1 hereof.

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

      "Seventh Floor Space" shall mean the entire rentable area of the seventh
(7th) floor of the Building as set forth on the floor plan attached as Exhibit
"B" and made a part thereof.

      "Seventh Floor Space Commencement Date" shall mean, subject to Article 22
hereof, March 1, 2001.

      "Seventh Floor Space Factor" shall mean Forty-Two Thousand Nine Hundred


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Thirty- Two (42,932) (if the Seventh Floor Space Commencement Date has
occurred).

      "Seventh Floor Space Initial Alterations" shall mean the Initial
Alterations to initially prepare the Seventh Floor Space for Tenant's occupancy.

      "Seventh Floor Space Landlord's Work" shall have the meaning set forth in
Section 19.1 hereof.

      "Seventh Floor Space Rent Commencement Date" shall mean subject to Article
22 and Section 19.2 hereof the earlier to occur of (x) August 1, 2001, and (y)
the date that Tenant initially occupies the Seventh Floor Space for the conduct
of business.

      "Seventh Floor Space Security Amount" shall mean:

            (i) Two Million Two Hundred Twenty-Five Thousand and 00/100 Dollars
      ($2,225,000.00) in respect of the period of time commencing on the Seventh
      Floor Space Commencement Date and ending on the day immediately prior to
      the fourth (4th) anniversary of the Commencement Date;

            (ii) One Million Four Hundred Ninety-Three Thousand Three Hundred
      Thirty-Three and 00/100 ($1,493,333.00) in respect of the period of time
      commencing on the fourth (4th) anniversary of the Commencement Date and
      ending on the day immediately prior to the seventh (7th) anniversary of
      the Commencement Date; and

            (iii) Seven Hundred Forty-Six Thousand Six Hundred Sixty-Six and
      00/100 Dollars ($746,666.00) in respect of the period of time commencing
      on the seventh (7th) anniversary of the Commencement Date and ending on
      the Expiration Date.

      "Seventh Floor Space Share" shall mean Six and Eight Thousand Fifty-Five
ten-thousandths percent (6.8055%).

      "Seventh Floor Space Tenant Fund" shall have the meaning set forth in
Section 3.5 hereof.

      "Space Factor" shall mean the Tenth Floor Space Factor and the Seventh
Floor Space Factor (if the Seventh Floor Space Commencement Date has occurred).

      "Specialty Alterations" shall mean Alterations consisting of kitchens (but
not a "dwyer unit" or kitchenette), executive bathrooms, raised computer floors,
computer installations, vaults, libraries, internal staircases, dumbwaiters,
pneumatic tubes, vertical and horizontal transportation systems, the Satellite
Dish and other Alterations of a similar character.

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


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

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

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

      "Substantial Completion" or "Substantially Completed" or words of similar
import shall mean that Landlord's Work has been substantially completed, it
being agreed that Landlord's Work shall be deemed substantially complete
notwithstanding the fact that (a) minor or insubstantial details of construction
or demolition and/or mechanical adjustment and/or decorative items remain to be
performed, and (b) any Long Lead Work remains to be performed.

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

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

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

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

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

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

      "Tenant Signs" shall have the meaning set forth in Article 40 hereof.

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

      "Tenant's Determination" shall have the meaning set forth in Section 41.1
hereof.

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

      "Tenant's Share" shall mean the Tenth Floor Space Share plus the Seventh
Floor Space Share.


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

      "Tenth Floor Space" shall mean the entire rentable area of the tenth
(10th) floor of the Building as set forth on the floor plan attached as Exhibit
"C" and made a part hereof.

      "Tenth Floor Space Factor" shall mean Forty Thousand Five Hundred
Twenty-Seven (40,527).

      "Tenth Floor Space Initial Alterations" shall mean the Initial Alterations
to initially prepare the Tenth Floor Space for Tenant's occupancy.

      "Tenth Floor Space Landlord's Work" shall have the meaning set forth in
Section 19.1 hereof.

      "Tenth Floor Space Rent Commencement Date" shall mean subject to Section
19.2 hereof the earlier to occur of (x) June 1, 2000, and (y) the date that
Tenant initially occupies the Tenth Floor Space for the conduct of business.

      "Tenth Floor Space Security Amount" shall mean:

            (i) Two Million and 00/100 Dollars ($2,000,000.00) in respect of the
      period of time commencing on the Commencement Date and ending on the day
      immediately prior to the fourth (4th ) anniversary of the Commencement
      Date;

            (ii) One Million Three Hundred Forty Thousand and 00/100 Dollars
      ($1,340,000.00) in respect of the period of time commencing on the fourth
      (4th) anniversary of the Commencement Date and ending on the day
      immediately prior to the seventh (7th) anniversary of the Commencement
      Date; and

            (iii) Six Hundred Seventy Thousand and 00/100 Dollars ($670,000.00)
      in respect of the period of time commencing on the seventh (7th)
      anniversary of the Commencement Date and ending on the Expiration Date.

      "Tenth Floor Space Share" shall mean Six and Four Thousand Two Hundred
Forty-Two ten-thousandths percent (6.4242%).

      "Tenth Floor Space Tenant Fund" shall have the meaning set forth in
Section 3.5 hereof.

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


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      "Termination Date" shall have the meaning set forth in Article 22 hereof.

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

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

      "Work" shall have the meaning set forth in Section 14.5 hereof.


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                                    ARTICLE 1
                          DEMISE, PREMISES, TERM, RENT

      Section 1.1. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the Tenth Floor Space for the Term to commence on the date hereof (the
"Commencement Date") and to end on the day (the "Fixed Expiration Date") that is
the last day of the month in which occurs the tenth (10th) anniversary of the
Commencement Date at an annual rent (the "Fixed Rent") of:

            (1) One Million Three Hundred Seventy-Seven Thousand Nine Hundred
      Eighteen and 00/100 Dollars ($1,377,918.00) for the period commencing on
      the Tenth Floor Space Rent Commencement Date and ending on the day
      immediately prior to the day that is the third (3rd) anniversary of the
      Commencement Date (the day that is the third (3rd) anniversary of the
      Commencement Date being referred to herein as the "Third Anniversary
      Date"), payable in equal monthly installments of One Hundred Fourteen
      Thousand Eight Hundred Twenty-Six and 50/100 Dollars ($114,826.50);

            (2) One Million Four Hundred Ninety-Nine Thousand Four Hundred
      Ninety- Nine and 00/100 Dollars ($1,499,499.00) for the period commencing
      on the Third Anniversary Date and ending on the day immediately prior to
      the day that is the seventh (7th) anniversary of the Commencement Date
      (the day that is the seventh (7th) anniversary of the Commencement Date
      being referred to herein as the "Seventh Anniversary Date"), payable in
      equal monthly installments of One Hundred Twenty-Four Thousand Nine
      Hundred Fifty-Eight and 25/100 Dollars ($124,958.25); and

            (3) One Million Six Hundred Twenty-One Thousand Eighty and 00/100
      Dollars ($1,621,080.00) for the period commencing on the Seventh
      Anniversary Date and ending on the Fixed Expiration Date, payable in equal
      monthly installments of One Hundred Thirty-Five Thousand Ninety and 00/100
      Dollars ($135,090.00).

      Section 1.2. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the Seventh Floor Space for a term commencing on the Seventh Floor
Space Commencement Date and ending on the Fixed Expiration Date at a Fixed Rent
of:

            (1) One Million Four Hundred Fifty-Nine Thousand Six Hundred Eighty-
      Eight and 00/100 Dollars ($1,459,688.00) for the period commencing on the
      Seventh Floor Space Rent Commencement Date and ending on the day
      immediately prior to the Third Anniversary Date, payable in equal monthly
      installments of One Hundred Twenty-One Thousand Six Hundred Forty and
      67/100 Dollars ($121,640.67);


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            (2) One Million Five Hundred Eighty-Eight Thousand Four Hundred
      Eighty Four and 00/100 Dollars ($1,588,484.00) for the period commencing
      on the Third Anniversary Date and ending on the day immediately prior to
      the Seventh Anniversary Date, payable in equal monthly installments of One
      Hundred Thirty-Two Thousand Three Hundred Seventy-Three and 67/100 Dollars
      ($132,373.67); and

            (3) One Million Seven Hundred Seventeen Thousand Two Hundred Eighty
      and 00/100 Dollars ($1,717,280.00) for the period commencing on the
      Seventh Anniversary Date and ending on the Fixed Expiration Date, payable
      in equal monthly installments of One Hundred Forty-Three Thousand One
      Hundred Six and 67/100 Dollars ($143,106.67).

      Section 1.3. Tenant agrees to pay the Fixed Rent in lawful money of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, in equal monthly installments in
advance, on the first (1st) day of each calendar month during the Term
commencing on the Rent Commencement Date, at the office of Landlord or such
other place as Landlord may designate, without any set-off, offset, abatement or
deduction whatsoever except as expressly set forth herein, except that Tenant
shall pay the first full monthly installment on the execution hereof.

                                   ARTICLE 2
                               USE AND OCCUPANCY

      Section 2.1. Tenant shall use and occupy the Premises as general and
executive offices, uses incidental thereto and for no other purpose.

      Section 2.2. (A) Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used, (1) for the business of
photographic, multilith or multigraph reproductions or offset printing, except
in connection with, either directly or indirectly, Tenant's own business and/or
activities, (2) for a banking, trust company, depository, guarantee or safe
deposit business in either case conducting business with the general public on
an off-the-street retail business, (3) as a savings bank, a savings and loan
association, or as a loan company in either case conducting business with the
general public on an off-the-street retail business, (4) for the sale of
travelers checks, money orders, drafts, foreign exchange or letters of credit or
for the receipt of money for transmission in either case conducting business
with the general public on an off-the-street retail business, (5) as a
stockbroker's or dealer's office or for the underwriting or sale of securities
in either case conducting business with the general public on an off-the-street
retail business, (6) by the United States government, the City or State of New
York, any foreign government, the United Nations or any agency or department of
any of the foregoing or any other Person having sovereign or diplomatic
immunity, (7) as a restaurant or bar or for the sale of


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confectionery, soda or other beverages, sandwiches, ice cream or baked goods or
for the preparation, dispensing or consumption of food or beverages in any
manner whatsoever, except for consumption by Tenant's officers, employees and
business guests, (8) as an employment agency, executive search firm or similar
enterprise, labor union, school, or vocational training center (except for the
training of employees of Tenant, or (9) as a barber shop or beauty salon.

            (B) In connection with, and incidental to, Tenant's use of the
Premises for general and executive offices as provided in this Article 2,
Tenant, at its sole cost and expense and upon compliance with all applicable
Requirements, may install a "dwyer" or similar unit in the Premises for the
purpose of warming food for the officers, employees and business guests of
Tenant (but not for use as a public restaurant), provided that Tenant shall
obtain all permits required by any Governmental Authorities for the operation
thereof and such installation shall comply with the provisions of this Lease,
including, without limitation, Article 3 hereof. Tenant may also install, at its
sole cost and expense and subject to and in compliance with the provisions of
Articles 3 and 4 hereof, vending machines for the exclusive use of the officers,
employees and business guests of Tenant, each of which vending machines (if it
dispenses any beverages or other liquids or refrigerates) shall have a
waterproof pan located thereunder, connected to a drain.

                                    ARTICLE 3
                                   ALTERATIONS

      Section 3.1. (A) Except as provided in Section 3.4 hereof, Tenant shall
not make any Alterations without Landlord's prior consent. Landlord shall not
unreasonably withhold, condition or delay its consent to any proposed
nonstructural Alterations, provided that such Alterations (i) are not visible
from the ground level outside of the Building, (ii) do not affect in any
material and adverse respect any part of the Building other than the Premises or
require any alterations, installations, improvements, additions or other
physical changes to be performed in or made to any portion of the Building or
the Real Property other than the Premises, (iii) do not affect in any material
and adverse respect any service required to be furnished by Landlord to Tenant
or to any other tenant or occupant of the Building, (iv) do not affect in any
material and adverse respect the proper functioning of any Building System, (v)
do not reduce the value or utility of the Building, and (vi) do not require a
change to the certificate of occupancy for the Building or the Premises.

            (B) (1) Prior to making any Alterations, including, without
limitation, the Initial Alterations, Tenant shall (i) submit to Landlord
detailed plans and specifications (including layout, architectural, mechanical
and structural drawings) for each proposed Alteration and shall not commence any
such Alteration without first obtaining Landlord's approval of such plans and
specifications (except with respect to any nonstructural Alteration referred to
in Section 3.4 hereof for which Landlord's


<PAGE>

approval is not required), which, in the case of nonstructural Alterations which
meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably
withheld, conditioned or delayed, (ii) at Tenant's expense, obtain all permits,
approvals and certificates required by any Governmental Authorities, it being
agreed that all filings with Governmental Authorities to obtain such permits,
approvals and certificates shall be made, at Tenant's expense, by a Person
designated by Landlord (it being understood that (x) the Person initially so
designated by Landlord is Charles Rizzo & Associates ("CR&A"), and (y) Tenant
shall not discharge CR&A unless CR&A's fees are not commercially competitive or
Tenant in good faith believes CR&A is not performing its services properly), and
(iii) furnish to Landlord duplicate original policies or certificates thereof of
worker's compensation (covering all persons to be employed by Tenant, and
Tenant's contractors and subcontractors in connection with such Alteration) and
general commercial public liability (including property damage coverage)
insurance in such form, with such companies, for such periods and in such
amounts as Landlord may reasonably approve, naming Landlord and its agents, any
Lessor and any Mortgagee, as additional insureds. Upon completion of such
Alteration, Tenant, at Tenant's expense, shall obtain certificates of final
approval of such Alteration required by any Governmental Authority and shall
furnish Landlord with copies thereof, together with the "as-built" plans and
specifications for such Alterations, it being agreed that all filings with
Governmental Authorities to obtain such permits, approvals and certificates
shall be made, at Tenant's expense, by a Person designated by Landlord (it being
understood that (x) the Person initially so designated by Landlord is CR&A, and
(y) Tenant shall not discharge CR&A unless CR&A's fees are not commercially
competitive or Tenant in good faith believes CR&A is not performing its services
properly). All Alterations shall be made and performed substantially in
accordance with the plans and specifications therefor as approved by Landlord
(unless Landlord's consent to the Alteration is not required), all Requirements,
the Rules and Regulations, and all rules and regulations relating to Alterations
promulgated by Landlord in its reasonable judgment. The rules and regulations
for Alterations that exist as of the date hereof are attached as Exhibit "D" and
made a part hereof. Tenant shall not be required to comply with any new or
revised rule or regulation promulgated by Landlord after the commencement of a
particular Alteration if such new or revised rule or regulation has more than a
de minimis effect on the design or performance of such Alteration. All materials
and equipment to be incorporated in the Premises as a result of any Alterations
or a part thereof shall be first quality and no such materials or equipment
(other than Tenant's Property) shall be subject to any lien, encumbrance,
chattel mortgage or title retention or security agreement. If, as a result of
any Alterations performed by Tenant, including, without limitation, the Initial
Alterations, any alterations, installations, improvements, additions or other
physical changes are required to be performed or made to any portion of the
Building or the Real Property other than the Premises in order to comply with
any Requirement(s), which alterations, installations, improvements, additions or
other physical changes would not otherwise have had to be performed or made
pursuant to applicable Requirement(s) at such time, Landlord, at Tenant's sole
cost and expense, may perform or make such alterations, installations,
improvements, additions or other physical changes and take such actions as
Landlord shall deem reasonably necessary and Tenant, within five (5) days after
demand therefor by Landlord, shall provide Landlord with such security as
Landlord


<PAGE>

shall reasonably require, in an amount equal to the cost of such alterations,
installations, improvements, additions or other physical changes, as reasonably
estimated by Landlord's architect, engineer or contractor. All Alteration(s)
requiring the consent of Landlord shall be performed only under the supervision
of an independent licensed architect approved by Landlord, which approval shall
not be unreasonably withheld, conditioned or delayed. Landlord hereby approves
Tenant's use of Aplusi Design Corp. as Tenant's architect for the Initial
Alterations and Flack & Kurtz Consulting Engineers, LLP as Tenant's mechanical
engineer for the Initial Alterations.

                  (2) If Landlord shall fail to disapprove Tenant's final plans
and specifications for any Alteration within ten (10) Business Days, or within
five (5) Business Days (with respect to any resubmission of disapproved plans),
after Landlord's receipt thereof (provided in each instance the same shall be of
a scope and scale reasonably susceptible of review in such periods), Landlord
shall be deemed to have approved such plans and specifications. Any disapproval
given by Landlord shall be accompanied by a reasonably detailed statement of the
reasons for such disapproval. Landlord reserves the right (in accordance with
the standards for Landlord's consent set forth in this Article 3) to disapprove
any plans and specifications in part, to reserve approval of items shown thereon
pending its review and approval of other plans and specifications, and to
condition its approval upon Tenant making revisions to the plans and
specifications or supplying additional information. Any review or approval by
Landlord of any plans and/or specifications or any preparation or design of any
plans by Landlord's architect or engineer (or any architect or engineer
designated by Landlord) with respect to any Alteration is solely for Landlord's
benefit, and without any representation or warranty whatsoever to Tenant or any
other Person with respect to the compliance thereof with any Requirements, the
adequacy, correctness or efficiency thereof or otherwise.

            (C) Tenant shall be permitted to perform Alterations at any time,
provided that (x) such work shall not materially interfere with or interrupt the
operation and maintenance of the Building or unreasonably interfere with or
interrupt the use and occupancy of the Building by other tenants in the
Building, and (y) Tenant pays to Landlord within thirty (30) days after demand
therefor Landlord's then standard charge for engineers to monitor Tenant's
performance of Alterations, or security guards to monitor the loading dock or
other areas of the Building impacted by Tenant's performance of Alterations, in
either case (i) in respect of any period of time after 6:00 P.M. and prior to
8:00 A.M. on Business Days and at any time on days that are not Business Day,
and (ii) to the extent such engineers or such guards are reasonably required by
Landlord. Otherwise, Alterations shall be performed at such times and in such
manner as Landlord may from time to time reasonably designate. All Tenant's
Property installed by Tenant and all Alterations in and to the Premises which
may be made by Tenant at its own cost and expense prior to and during the Term,
shall remain the property of Tenant. Upon the Expiration Date, Tenant shall
remove Tenant's


<PAGE>

Property from the Premises and, at Tenant's option, Tenant also may remove, at
Tenant's cost and expense, all Alterations made by Tenant to the Premises,
provided, however, in any case, that Tenant shall repair and restore in a good
and workerlike manner to good condition any damage to the Premises or the
Building caused by such removal. Notwithstanding the foregoing, however,
Landlord, upon notice given at least ninety (90) days prior to the Fixed
Expiration Date or upon such shorter notice as is reasonable under the
circumstances upon the earlier expiration of the Term, may require Tenant to
remove any Specialty Alterations, and to repair and restore in a good and
workerlike manner to good condition any damage to the Premises or the Building
caused by such removal; provided, however, that Tenant shall not be required to
remove any Specialty Alterations that constitute Qualified Specialty
Alterations. Tenant shall have the right to request (simultaneously with
Tenant's submission to Landlord of plans and specifications for such Specialty
Alterations) that Landlord designate that Tenant shall not be required to remove
such Specialty Alteration upon the expiration or earlier termination of the
Term, as aforesaid. Landlord shall have the right to approve or deny any such
request in Landlord's sole discretion. If Tenant makes any such request, and,
together with such request, identifies the provisions of this Section 3.1(C)
requiring Landlord to respond thereto not later than the date that Landlord's
approval of such plans and specifications is deemed to be granted pursuant to
Section 3.1(B)(2) hereof (it being understood that if Landlord does not have the
right to approve such Specialty Alteration under this Article 3, then such date
shall be deemed to be the tenth (10th) Business Day after the date when Tenant
makes such request), and Landlord either approves such request, or fails to
respond to Tenant's aforesaid request on or prior to such date, then Landlord
shall not have the right to require Tenant to remove such Specialty Alteration
upon the expiration or earlier termination of the Term (any such Specialty
Alteration which Tenant shall not be required to remove as aforesaid being
referred to herein as a "Qualified Specialty Alteration"). If the Satellite Dish
does not constitute a Qualified Specialty Alteration, then the removal thereof
at Landlord's option, shall be performed by either Landlord or Tenant, in either
case, at Tenant's sole cost and expense. In addition, upon notice given at least
thirty (30) days prior to the Expiration Date or upon such shorter notice as is
reasonable under the circumstances upon the earlier expiration of the Term,
Landlord may require that any cables, conduits, risers and other similar items
and equipment which pass through portions of the Building and which connect to
the Satellite Dish and which items and equipment do not constitute a Qualified
Specialty Alteration, which Tenant is permitted to install pursuant to the
provisions of Article 39 hereof shall be disconnected, capped and sealed by
Tenant, at its sole cost and expense at the point of connection to the Premises.

            (D) (1) All Alterations shall be performed, at Tenant's sole cost
and expense, by Landlord's contractor(s) or by contractors, subcontractors or
mechanics approved by Landlord, which approval solely with respect to general
contractors shall not be unreasonably withheld, conditioned or delayed. Prior to
making an Alteration, at Tenant's request, Landlord shall furnish Tenant with a
list of contractors (it being agreed that any subcontractors on such list shall
charge commercially competitive rates) who


<PAGE>

may perform Alterations to the Premises on behalf of Tenant. If Tenant engages
any contractor set forth on the list, Tenant shall not be required to obtain
Landlord's consent for such contractor unless, prior to the earlier of (a)
entering into a contract with such contractor, and (b) the commencement of work
by such contractor, Landlord shall notify Tenant that such contractor has been
removed from the list. The current list of contractors approved by Landlord is
attached as Exhibit "E" hereto and made a part hereof. If Tenant engages any
contractor set forth on such list, Tenant shall not be required to obtain
Landlord's consent for such contractor unless, prior to the earlier of (a)
entering into a contract with such contractor, and (b) the commencement of work
by such contractor Landlord shall notify Tenant that such contractor has been
removed from such list.

                  (2) Notwithstanding the foregoing, with respect to any
Alteration affecting any Building System, (i) Tenant shall select a contractor
from a list of approved contractors furnished by Landlord to Tenant (containing
at least three (3) contractors) and (ii) the Alteration shall, at Tenant's cost
and expense, be designed by Tenant's engineer for the relevant Building System
and approved by Landlord's engineer, which approval shall not be unreasonably
withheld, conditioned or delayed (it being agreed that Landlord consents to
Flack & Kurtz Consulting Engineers, LLP as Tenant's engineer to design the
Initial Alterations affecting any Building System).

            (E) Any mechanic's lien filed against the Premises or the Real
Property for work claimed to have been done for, or materials claimed to have
been furnished to, Tenant (except as part of Landlord's Work) shall be
discharged by Tenant within thirty (30) days after Tenant shall have received
notice thereof (or such shorter period if required by the terms of any Superior
Lease or Mortgage), at Tenant's expense, by payment or filing the bond required
by law. Tenant shall not, at any time prior to or during the Term, directly or
indirectly employ, or permit the employment of, any contractor, mechanic or
laborer in the Premises, whether in connection with any Alteration or otherwise,
if such employment would interfere or cause any conflict with other contractors,
mechanics or laborers engaged in the construction, maintenance or operation of
the Building by Landlord, Tenant or others, or of any adjacent property owned by
Landlord. In the event of any such interference or conflict, Tenant, upon demand
of Landlord, shall cause all contractors, mechanics or laborers causing such
interference or conflict to leave the Building immediately.

      Section 3.2. Tenant shall pay to Landlord or to Landlord's agent, from
time to time, the reasonable out-of-pocket costs incurred by Landlord in
connection with Alterations (including, without limitation, the reasonable
out-of-pocket costs incurred by Landlord in reviewing Tenant's plans and
specifications for a proposed Alteration), upon the submission of Landlord's
receipts and invoices therefor, within thirty (30) days after Landlord's demand
therefor.

      Section 3.3. Upon the request of Tenant, Landlord, at Tenant's cost and
expense, shall join in any applications for any permits, approvals or
certificates required


<PAGE>

to be obtained by Tenant in connection with any permitted Alteration (provided
that the provisions of the applicable Requirement shall require that Landlord
join in such application) and shall otherwise cooperate with Tenant in
connection therewith, provided that Landlord shall not be obligated to incur any
cost or expense, including, without limitation, attorneys' fees and
disbursements, or suffer any liability in connection therewith.

      Section 3.4. Anything contained in this Lease to the contrary
notwithstanding, Landlord's consent shall not be required with respect to any
nonstructural Alteration, provided that (a) consent for such Alteration is not
required under the terms of any Superior Lease or Mortgage, and (b) such
Alteration (i) is not visible from the ground level outside of the Building,
(ii) does not affect in any material and adverse respect any part of the
Building other than the Premises or require any alterations, installations,
improvements, additions or other physical changes to be performed in or made to
any portion of the Building or the Real Property other than the Premises, (iii)
does not affect in any material and adverse respect any service required to be
furnished by Landlord to any other tenant or occupant of the Building, (iv) does
not affect in any material and adverse respect the proper functioning of any
Building System, (v) does not impair or diminish the value or utility of the
Building, (vi) does not violate the provisions of or require a change to the
certificate of occupancy for the Building or the Premises, and (vii) the
estimated cost of the labor and materials for which shall not exceed Five
Hundred Thousand and 00/100 Dollars ($500,000.00), which amount shall be
increased on the third (3rd) anniversary of the Commencement Date and annually
thereafter by the annual percentage increase, if any, in the Consumer Price
Index from that in effect on the date immediately preceding the Commencement
Date, either individually or in the aggregate with other nonstructural
Alterations constructed within any twelve (12) month period; provided, however,
that at least ten (10) days prior to making any such nonstructural Alteration,
Tenant shall submit to Landlord for informational purposes only the detailed
plans and specifications for such Alteration, as required by Section
3.1(B)(1)(i) hereof, and any such Alteration shall otherwise be performed in
compliance with the provisions of this Article 3.

         Section 3.5. (A) Landlord shall contribute an amount not to exceed (x)
One Million Five Hundred Nineteen Thousand Six Hundred Twenty and 00/100 Dollars
($1,519,620.00) in respect of the Seventh Floor Space Initial Alterations (the
"Seventh Floor Space Tenant Fund"), and (y) One Million Four Hundred Thirty
Thousand Four Hundred Forty-Five and 00/100 Dollars ($1,430,445.00) in respect
of the Tenth Floor Space Initial Alterations (the "Tenth Floor Space Tenant
Fund"; the Seventh Floor Space Tenant Fund or the Tenth Floor Space Tenant Fund
being referred to herein as the "Applicable Tenant Fund") toward (I) the "hard"
cost of the Applicable Initial Alterations, and (II) architect's and engineering
fees, permit fees, expediter's fees and designers' fees in connection with the
Applicable Initial Alterations and deposits for materials to be installed as
part of the Applicable Initial Alterations so long as such deposits are required
in the ordinary course of performing work similar to the Applicable Initial
Alterations (such "soft costs" and related costs referred to in this clause (II)


<PAGE>

incurred by Tenant in connection with the Applicable Initial Alterations being
collectively referred to herein as "Related Costs"). If Landlord fails to
disburse a portion of the Applicable Tenant Fund when due in accordance with
this Section 3.5 and such failure continues for ten (10) days after Tenant gives
Landlord notice thereof, then Tenant shall have the right to offset such
applicable portion thereof which Landlord failed to disburse against the Rental
due hereunder, together with interest thereon at the Applicable Rate computed
from the date such disbursement was due to Tenant in accordance with this
Section 3.5 through the date upon which such portion of the Applicable Tenant
Fund which Landlord failed to disburse is offset against such Rental.

            (B) Landlord shall disburse a portion of the Applicable Tenant Fund
to Tenant (or at Tenant's request, to Tenant's general contractor or
construction manager) from time to time, within thirty (30) days after receipt
of the items set forth in Section 3.5(C) hereof, provided that on the date of a
request and on the date of disbursement from the Applicable Tenant Fund no Event
of Default shall have occurred and be continuing. Landlord shall have no
obligation to disburse any portion of the Seventh Floor Space Tenant Fund unless
and until the Seventh Floor Space Commencement Date has occurred. Landlord shall
portion of the Applicable Tenant Fund to or on behalf of Tenant until Tenant has
(i) disbursed an aggregate amount of at least Five Hundred Thousand and 00/100
Dollars ($500,000.00) (such amount for purposes of this Section 3.5 being
referred to herein as the "Required Amount") in respect of the Applicable
Initial Alterations (of which amount at least Four Hundred Twenty- Five Thousand
and 00/100 Dollars ($425,000.00) must be incurred for "hard" costs as described
in clause (A) of this Section 3.5), (ii) provided Landlord with copies of all
receipts, invoices and bills to reasonably substantiate that Tenant has spent
the Required Amount for the Applicable Initial Alterations, and (iii) provided
Landlord with waivers of lien for the Applicable Initial Alterations performed
in the Seventh Floor Space or the Tenth Floor Space, as the case may be, as of
the date Landlord makes its first disbursement of the Applicable Tenant Fund
from the contractors and materialmen involved in the performance of such
Applicable Initial Alterations (which waivers of lien may be conditioned upon
payment of an amount that is part of the requisition then being disbursed by
Landlord); provided, however, that if, as of the Seventh Floor Space
Commencement Date, Tenant's stock is traded publicly through the
"over-the-counter market" or through any recognized stock exchange, then Tenant
shall have no obligation to disburse the Required Amount prior to Landlord's
disbursing the Seventh Floor Space Tenant Fund to Tenant in accordance with this
Section 3.5. Disbursements from the Applicable Tenant Fund shall not be made
more frequently than monthly, and shall be in an amount equal to the aggregate
amounts theretofore paid or payable other than amounts on account of the
Required Amount (as certified by an officer of Tenant and Tenant's independent,
licensed architect) to Tenant's contractors, subcontractors and materialmen
which have not been the subject of a previous disbursement from the Applicable
Tenant Fund. In no event shall disbursements of the Applicable Tenant Fund on
account of Related Costs exceed (x) Two Hundred Fourteen Thousand Five Hundred
Sixty-Six and 75/100 Dollars ($214,566.75) in respect of the Tenth Floor Space
Tenant Fund, or (y) Two Hundred


<PAGE>

Twenty-Seven Thousand Nine Hundred Forty- Three and 00/100 Dollars ($227,943.00)
in respect of the Seventh Floor Space Tenant Fund.

            (C) Landlord's obligation to make disbursements from the Applicable
Tenant Fund shall be subject to Landlord's verification of the total cost of the
Applicable Initial Alterations as estimated by Tenant's independent licensed
architect and receipt of: (a) a request for such disbursement from Tenant signed
by officer of Tenant, together with the certification required by Section 3.5(B)
hereof, (b) copies of all receipts, invoices and bills for the work completed
and materials furnished in connection with the Applicable Initial Alterations,
which are to be paid from the requested disbursement or which have been paid by
Tenant and for which Tenant is seeking reimbursement (it being agreed that
except for deposits for materials included in "soft costs" in accordance with
clause (A) of this Section 3.5, Landlord shall have no obligation to make a
disbursement from the Applicable Tenant Fund on account of materials in respect
of the Applicable Initial Alterations until such materials are incorporated in
the Seventh Floor Space or the Tenth Floor Space, as the case may be), (c)
copies of all contracts, work orders, change orders and other materials relating
to the work or materials which are the subject of the requested disbursement or
reimbursement, (d) if requested by Landlord, waivers of lien from all
contractors and materialmen involved in the performance of the Applicable
Initial Alterations relating to the portion of the Applicable Initial
Alterations theretofore performed and materials theretofore provided and for
which previous disbursements and/or the requested disbursement has been or is to
be made (except to the extent such waivers of lien were previously furnished to
Landlord upon a prior request), it being acknowledged that such lien waivers may
be conditioned upon payment of an invoice which is included in the subject
disbursement, and (e) a certificate of Tenant's independent licensed architect
stating that, in his opinion, the portion of the Applicable Initial Alterations
theretofore completed and for which the disbursement is requested was performed
in a good and workerlike manner and substantially in accordance with the final
detailed plans and specifications for such Applicable Initial Alterations, as
approved by Landlord.

                  (D) In no event shall the aggregate amount paid by Landlord to
Tenant under this Section 3.5 exceed the amount of the Applicable Tenant Fund.
Upon the completion of the Applicable Initial Alterations and satisfaction of
the conditions set forth in Section 3.5(E) hereof, any amount of the Applicable
Tenant Fund which has not been previously disbursed shall be retained by
Landlord; provided, however, that if (x) Tenant has disbursed the Required
Amount, and (y) the sum of the Required Amount and the amount of the Applicable
Tenant Fund theretofore disbursed to Tenant equals or exceeds the amount of the
Applicable Tenant Fund, then any amount of the Applicable Tenant Fund which has
not been previously disbursed shall be payable to Tenant on or prior to thirty
(30) days after Tenant's request therefor. Upon the disbursement of the entire
Applicable Tenant Fund (or the portion thereof if upon completion of the
Applicable Initial Alterations the Applicable Tenant Fund is not exhausted) in
accordance with this Section 3.5(D), Landlord shall have no further obligation
or liability whatsoever to Tenant for further disbursement of any portion of the


<PAGE>

Applicable Tenant Fund to Tenant. Subject to Landlord's obligation to disburse
the Applicable Tenant Fund, it is expressly understood and agreed that Tenant
shall complete, at its sole cost and expense, the Applicable Initial
Alterations, whether or not the Applicable Tenant Fund is sufficient to fund
such completion. Any costs to complete the Applicable Initial Alterations in
excess of the Applicable Tenant Fund shall be the sole responsibility and
obligation of Tenant.

            (E) Within ninety (90) days after completion of the Applicable
Initial Alterations, Tenant shall deliver to Landlord and waivers of lien from
all contractors, subcontractors and materialmen involved in the performance of
the Applicable Initial Alterations and the materials furnished in connection
therewith (unless same previously were furnished pursuant to Section 3.5(C)
hereof), and a certificate from Tenant's independent licensed architect
certifying that (i) in his opinion the Applicable Initial Alterations have been
performed in a good and workerlike manner and completed in accordance with the
final detailed plans and specifications for such Applicable Initial Alterations
as approved by Landlord and (ii) all contractors, subcontractors and materialmen
have been paid for the Applicable Initial Alterations and materials furnished
through such date. Notwithstanding the foregoing, Tenant shall not be required
to deliver to Landlord any general release or waiver of lien if Tenant shall be
disputing in good faith the payment which would otherwise entitle Tenant to such
release or waiver, provided that Tenant shall keep Landlord advised in a timely
fashion of the status of such dispute and the basis therefor and Tenant shall
deliver to Landlord the waiver of lien when the dispute is settled. Nothing
contained in this Section, however, shall relieve Tenant from complying with the
provisions of Section 3.1(E) hereof.

            (F) Tenant shall spend from the Applicable Tenant Fund no less than
(x) Twelve Thousand and 00/100 Dollars ($12,000.00) in the Tenth Floor Space,
and (y) Seventeen Thousand and 00/100 Dollars ($17,000.00) in the Seventh Floor
Space, in either case for the "hard" costs of installing restrooms in the Tenth
Floor Space or the Seventh Floor Space, as the case may be, that comply with the
American with Disabilities Act and all other applicable Requirements.

      Section 3.6. Subject to the terms of this Section 3.6, Landlord shall
deliver to Tenant, in connection with Tenant's applications to the applicable
Governmental Authority for a building permit regarding any Alterations, three
(3) copies of a Form ACP-5, duly executed by an appropriate party and covering
all of the Premises, within two (2) weeks after Tenant delivers to Landlord the
final plans and specifications for the applicable Alterations. If (x) any
asbestos or asbestos containing materials (any asbestos or any such materials
being collectively referred to herein as "ACM") are located in the Premises, and
(y) Tenant reasonably determines that applicable Requirements require that such
ACM be abated before Tenant performs Alterations therein, then (i) Landlord, at
Landlord's sole cost and expense, shall perform such abatement, with due
diligence, in accordance with good construction practice and in compliance with
all applicable Requirements, in an effort to Substantially Complete



<PAGE>

such abatement within a reasonable period after the date that Tenant gives
Landlord notice thereof, and (ii) Landlord shall have reasonable access to the
Premises (if necessary) for the purpose of performing such abatement in
accordance with the provisions of Article 4 hereof, it being agreed that
Landlord shall not be required to (A) deliver a Form ACP-5 for the portion of
the Premises or the other portions of the Building in which Tenant, or any
Person claiming by, through or under Tenant, plans to perform the applicable
Alteration until the applicable ACM is abated as contemplated by this Section
3.6, or (B) abate any such ACM to the extent that such ACM is installed by
Tenant or any other party claiming by, through or under Tenant, after the
Commencement Date (or the Seventh Floor Space Commencement Date, as the case may
be). If (i) the Commencement Date (or the Seventh Floor Space Commencement Date,
as the case may be) has theretofore occurred, (ii) ACM is discovered in the
Premises, (iii) the existence or removal of such ACM actually delays Tenant's
performance of the Applicable Initial Alterations, and (iv) Tenant gives notice
thereof to Landlord (which includes reasonable evidence of such actual delay),
then the Applicable Rent Commencement Date shall be adjourned by one (1) day for
each day that Tenant's performance of the Applicable Initial Alterations is
actually delayed by reason of Landlord's performance of such abatement (or, if
the Applicable Rent Commencement Date has theretofore occurred, Tenant shall be
entitled to a one (1) day abatement of the Rental due hereunder for the Tenth
Floor Space or the Seventh Floor Space, as the case may be for each such day
that Tenant's performance is so actually delayed). Tenant shall cooperate with
Landlord, at no expense to Tenant, to minimize, to the extent reasonably
practicable, the duration of any such actual delay suffered by Tenant in the
performance of the applicable Alterations. If Tenant's performance of the
Applicable Initial Alterations is actually delayed by virtue of the
existence or presence of ACM in the Premises pursuant to this Section 3.6 on a
day when Landlord's failure to complete Landlord's Work pursuant to and in
accordance with Section 19.2 hereof also delays Tenant's performance of the
Applicable Initial Alterations, then Tenant shall only be entitled to one (1)
day's adjournment of the Applicable Rent Commencement Date (or a one (1) day
abatement of the Rental due hereunder, as the case may be) for such day.

         Section 3.7. Subject to the terms of this Section 3.7, Landlord hereby
consents to Tenant, as part of the Initial Alterations, installing electrical
risers, telecommunications risers, or other similar risers (collectively, the
"Risers") in any of the stairwells depicted on Exhibit "F" attached hereto and
made a part hereof to the extent permitted by Requirements (it being agreed that
any Risers shall be enclosed or "boxed" within the applicable stairwell).
Landlord shall provide Tenant with all reasonably necessary access for the
installation of the Risers, provided that such access shall (i) not unreasonably
interfere with or interrupt the operation and maintenance of the Building, and
(ii) be upon such other terms reasonably designated by Landlord. If Tenant
installs any Risers, then such installation shall be Tenant's sole cost and
expense. Any such installation shall be performed in accordance with the
provisions of this Lease, including, without limitation, the provisions
pertaining to the performance of Alterations (it being acknowledged that
Tenant's installation of the


<PAGE>

Risers under this Section 3.7 shall be subject to Landlord's approval of
Tenant's plans and specifications therefor, which approval Landlord shall not
unreasonably withhold, condition or delay as otherwise provided in this Article
3). Tenant, at Tenant's sole cost and expense, shall repair and maintain any
such Risers during the Term in accordance with all applicable Requirements.
Landlord, at Landlord's cost and expense and at no cost to Tenant, and upon
reasonable prior notice to Tenant of not less than ninety (90) days, may, at any
time and from time to time during the Term, relocate any of the Risers, provided
that such relocation does not interfere other than to a de minimis extent with
the operation of Tenant's business. Any Risers installed by Tenant shall
constitute a Specialty Alteration for purposes hereof, it being understood,
however, that Tenant, upon the Expiration Date, shall not be required to remove
the Risers but shall at Tenant's sole cost and expense be required to remove and
discard the wiring and cabling within the Risers.

      Section 3.8. Subject to the terms of this Section 3.8, Landlord shall not
unreasonably withhold, condition or delay its consent to Tenant, as part of the
Initial Alterations, installing louvers in place of windows for the Premises,
for purposes of drawing outside air into, or for exhausting air from, the
Premises to reasonably accommodate Tenant's supplemental HVAC system and any
other Alteration requiring an exhaust or air intake system. Tenant shall not use
any such louvers to exhaust air to the extent such exhaust violates any
applicable Requirements. Tenant's installation of such louvers shall be at
Tenant's sole cost and expense. Any installation of such louvers shall be
performed in accordance with the provisions of this Article 3. If Tenant
installs any louvers, then Tenant, at Tenant's sole cost and expense, shall
operate, repair, clean, and maintain such louvers in a manner that is consistent
with the operation of the Building as a first-class office building and that
complies with all applicable Requirements. Tenant acknowledges that Landlord, in
considering whether to consent to Tenant's request to install any such louvers,
shall have the right to take into account the aesthetic qualities of any such
louvers, the proximity of such louvers to the mechanical rooms on the particular
floor of the Building, the effect of such louvers on the exterior appearance of
the Building, and the proximity of any such louvers to louvers, ducts, or other
similar apparatus theretofore installed in the Building that in any such case
are used for purposes of drawing fresh air into the Building. Landlord, at
Landlord's cost and expense and at no cost to Tenant, and upon prior reasonable
notice to Tenant of not less than ninety (90) days, may, at any time during the
Term, relocate any of Tenant's louvers, provided that such relocation does not
interfere other than to a de minimis extent with the operation of Tenant's
business. Tenant's installation of such louvers as contemplated by this Section
3.8 shall constitute a Qualified Specialty Alteration for purposes hereof.

      Section 3.9. Landlord shall not unreasonably withhold, delay, or condition
its consent to an Alteration consisting of the installation of a supplementary
air-cooled air conditioning system (and any equipment required to be installed
in connection therewith) to service the Premises. Tenant shall install any such
system at Tenant's sole cost and expense. If Tenant installs any such systems,
then such installation shall


<PAGE>

be in accordance with the provisions of this Lease, including, without
limitation, the provisions pertaining to the performance of Alterations (it
being acknowledged that Tenant's installation of such system under this Section
3.9 shall be subject to Landlord's approval of Tenant's plans and specifications
therefor, which approval Landlord shall not unreasonably withhold, condition or
delay as otherwise provided in this Article 3). Any such system installed by
Tenant shall be repaired and maintained during the Term at Tenant's sole cost
and expense in accordance with all applicable Requirements.

                                   ARTICLE 4
                               REPAIRS-FLOOR LOAD

      Section 4.1. Landlord shall operate, maintain and make all necessary
repairs (both structural and nonstructural) to the part of the Building Systems
which provide service to the Premises (but not to the distribution portions of
such Building Systems located within the Premises) and the structural portion of
the Building, the roof, and the sidewalks adjacent to the Building, and the
public portions of the Building, both exterior and interior, in conformance with
standards applicable to non-institutional first class office buildings in
Manhattan. Tenant, at Tenant's sole cost and expense, shall take good care of
the Premises and the fixtures, equipment and appurtenances therein and the
distribution portions of such Building Systems and shall make all nonstructural
repairs thereto as and when needed to preserve them in good working order and
condition, except for reasonable wear and tear, obsolescence and damage for
which Tenant is not responsible pursuant to the provisions of Article 10 hereof.
Notwithstanding the foregoing, all damage or injury to the Premises or to any
other part of the Building and Building Systems, or to its fixtures, equipment
and appurtenances (other than any damage with respect to which Article 10 shall
apply), whether requiring structural or nonstructural repairs, caused by or
resulting from the negligence of, or Alterations made by, Tenant, Tenant's
agents, employees, invitees or licensees, shall be repaired at Tenant's sole
cost and expense, by Tenant to the reasonable satisfaction of Landlord (if the
required repairs are nonstructural in nature and do not affect any
Building System), or by Landlord (if the required repairs are structural in
nature or affect any Building System). All of the aforesaid repairs shall be of
first quality and of a class consistent with non-institutional first class
office building work or construction and shall be made in accordance with the
provisions of Article 3 hereof. If Tenant fails after thirty (30) days' notice
(or such shorter period as Landlord may be permitted pursuant to any Superior
Lease or Mortgage or such shorter period as may be required due to an emergency)
to proceed with due diligence to make repairs required to be made by Tenant, the
same may be made by Landlord at the expense of Tenant, and the expenses thereof
incurred by Landlord, with interest thereon at the Applicable Rate, shall be
forthwith paid to Landlord as additional rent within thirty (30) days after
rendition of a bill or statement therefor. Tenant shall give Landlord prompt
notice of any defective condition in the Building or in any Building System,
located in, servicing or passing through the Premises of which Tenant has
knowledge.


<PAGE>

      Section 4.2. Tenant shall not place a load upon any floor of the Premises
exceeding fifty (50) pounds per square foot "live load". Tenant shall not move
any safe, heavy machinery, heavy equipment, business machines, freight, bulky
matter or fixtures into or out of the Building without Landlord's prior consent,
which consent shall not be unreasonably withheld, conditioned or delayed, and
shall make payment to Landlord of Landlord's reasonable, out-of-pocket costs in
connection therewith. If such safe, machinery, equipment, freight, bulky matter
or fixtures requires special handling, Tenant shall employ only persons holding
a Master Rigger's license to do said work. All work in connection therewith
shall comply with all Requirements and the Rules and Regulations, and shall be
done at any time, provided that if such work is reasonably likely to materially
interfere with the operation of the Building or unreasonably interfere with the
use and occupancy of the Building by other tenants, then such work shall be done
during such hours as Landlord may reasonably designate. Business machines and
mechanical equipment shall be placed and maintained by Tenant at Tenant's
expense in settings sufficient in Landlord's reasonable judgment to absorb and
prevent vibration, noise and annoyance. Except as expressly provided in this
Lease, there shall be no allowance to Tenant for a diminution of rental value
and no liability on the part of Landlord by reason of inconvenience, annoyance
or injury to business arising from Landlord, Tenant or others making, or failing
to make, any repairs, alterations, additions or improvements in or to any
portion of the Building or the Premises, or in or to fixtures, appurtenances or
equipment thereof.

      Section 4.3. Landlord shall use its reasonable efforts to minimize
interference with Tenant's use and occupancy of the Premises in making any
repairs, alterations, additions or improvements; provided, however, that
Landlord shall have no obligation to employ contractors or labor at so-called
overtime or other premium pay rates or to incur any other overtime costs or
expenses whatsoever, except that Landlord, at its expense but subject to
recoupment pursuant to Article 27 hereof, shall employ contractors or labor at
so-called overtime or other premium pay rates if necessary to make any repair
required to be made by it hereunder to remedy any condition that either (i)
results in a denial of access to the Premises, (ii) threatens the health or
safety of any occupant of the Premises, or (iii) except in the case of a fire or
other casualty, materially interferes with Tenant's ability to conduct its
business in the Premises. In all other cases, at Tenant's request, Landlord
shall employ contractors or labor at so-called overtime or other premium pay
rates and incur any other overtime costs or expenses in making any repairs,
alterations, additions or improvements, and Tenant shall pay to Landlord, as
additional rent, within thirty (30) Business Days after demand, an amount equal
to the difference between the overtime or other premium pay rates and the
regular pay rates for such labor and any other overtime costs or expenses so
incurred.

         Section 4.4. Both the design and decoration of the elevator areas of
each entire floor of the Premises and the public corridors of any entire floor
of the Premises occupied by more than one (1) occupant (as a result of a
subletting or occupancy arrangement, if any, in accordance with Article 12
hereof) shall be subject to Landlord's


<PAGE>

approval, which approval shall not be unreasonably withheld, conditioned or
delayed, and such elevator areas and public corridors shall be maintained and
kept clean by Tenant to Landlord's reasonable satisfaction. Nothing contained in
the foregoing sentence, however, shall vitiate Landlord's obligation to clean
the Premises as provided in Section 28.4 hereof. ARTICLE 5 WINDOW CLEANING

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

                                    ARTICLE 6
                               REQUIREMENTS OF LAW

      Section 6.1. (A) Tenant, at Tenant's expense, shall comply with all
Requirements applicable to the use and occupancy of the Premises, including,
without limitation, those applicable to the making of any Alterations therein or
the result of the making thereof and those applicable by reason of the nature or
type of business operated by Tenant in the Premises except that (other than with
respect to the making of Alterations or the result of the making thereof) Tenant
shall not be under any obligation to make any Alteration in order to comply with
any Requirement applicable to the mere general "office" use (as opposed to the
manner of use) of the Premises, unless otherwise expressly required herein.
Tenant shall not do or permit to be done any act or thing upon the Premises
which will invalidate or be in conflict with a standard "all-risk" insurance
policy; and shall not do, or permit anything to be done in or upon the Premises,
or bring or keep anything therein, except as now or hereafter permitted by the
New York City Fire Department, New York Board of Fire Underwriters, the
Insurance Services Office or other authority having jurisdiction and then only
in such quantity and manner of storage as not to increase the rate for fire
insurance applicable to the Building, or use the Premises in a manner
(as opposed to mere use as general "offices") which shall increase the rate of
fire insurance on the Building or on property located therein, over that in
similar type buildings or in effect on the Commencement Date. If by reason of
Tenant's failure to comply with the provisions of this Article, the fire
insurance rate shall be higher than it otherwise would be, then Tenant shall
desist from doing or permitting to be done any such act or thing and shall
reimburse Landlord, as additional rent hereunder, for that part of all fire
insurance premiums thereafter paid by Landlord which shall have been charged
because of such failure by Tenant, and shall make such reimbursement upon demand
by Landlord. In any action or proceeding wherein Landlord and Tenant are
parties, a schedule or "make up" of rates for the Building or the Premises
issued by the Insurance Services Office, or other body


<PAGE>

fixing such fire insurance rates, shall be conclusive evidence of the facts
therein stated and of the several items and charges in the fire insurance rates
then applicable to the Building.

            (B) Landlord, at its sole cost and expense (but subject to
recoupment as provided in Article 27 hereof), shall comply with all Requirements
applicable to the Premises and the Building which affect Tenant's use or
occupancy of the Premises other than those Requirements with respect to which
Tenant or other tenants or occupants of the Building shall be required to
comply, subject to Landlord's right to contest the applicability or legality
thereof.

      Section 6.2. Tenant, at its sole cost and expense and after notice to
Landlord, may contest by appropriate proceedings prosecuted diligently and in
good faith, the legality or applicability of any Requirement affecting the
Premises with which Tenant is obligated to comply, provided that (a) Landlord
(or any Indemnitee) shall not be subject to imprisonment or to prosecution for a
crime, nor shall the Real Property or any part thereof be subject to being
condemned or vacated, nor shall the certificate of occupancy for the Premises or
the Building be suspended or threatened to be suspended by reason of
non-compliance or by reason of such contest; (b) before the commencement of such
contest, if Landlord or any Indemnitee may be subject to any civil fines or
penalties or other criminal penalties or if Landlord may be liable to any
independent third party as a result of such noncompliance, Tenant shall furnish
to Landlord either (i) a bond of a surety company satisfactory to Landlord, in
form and substance reasonably satisfactory to Landlord, and in an amount equal
to one hundred twenty percent (120%) of the sum of (A) the cost of such
compliance, (B) the criminal or civil penalties or fines that may accrue by
reason of such non-compliance (as reasonably estimated by Landlord), and (C) the
amount of such liability to independent third parties (as reasonably estimated
by Landlord), and shall indemnify Landlord (and any Indemnitee) against the cost
of such compliance and liability resulting from or incurred in connection with
such contest or non-compliance (except that Tenant shall not be required to
furnish such bond to Landlord if it has otherwise furnished any similar bond
required by law to the appropriate Governmental Authority and has named Landlord
as a beneficiary thereunder) or (ii) other security reasonably satisfactory in
all respects to Landlord; (c) such non-compliance or contest shall not
constitute or result in a violation (either with the giving of notice or the
passage of time or both) of the terms of any Mortgage or Superior Lease, or if
such Superior Lease or Mortgage shall condition such non-compliance or contest
upon the taking of action or furnishing of security by Landlord, such action
shall be taken or such security shall be furnished at the
expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to
the status of such proceedings. Without limiting the applicability of the
foregoing, Landlord (or any Indemnitee) shall be deemed subject to prosecution
for a crime if Landlord (or any Indemnitee), a Lessor, a Mortgagee or any of
their officers, directors, partners, shareholders, agents or employees is
charged with a crime of any kind whatsoever, unless such charges are withdrawn
ten (10) days before Landlord (or any Indemnitee), such Lessor or such Mortgagee
or such officer, director, partner, shareholder, agent or


<PAGE>

employee, as the case may be, is required to plead or answer thereto.

                                    ARTICLE 7
                                  SUBORDINATION

      Section 7.1. (A) Provided that (a) a Mortgagee shall execute and deliver
to Tenant an agreement to the effect that, if there shall be a foreclosure of
its Mortgage, such Mortgagee will not make Tenant a party defendant to such
foreclosure, evict Tenant, disturb Tenant's possession under this Lease, or
terminate or disturb Tenant's leasehold estate or rights hereunder, and will
recognize Tenant as the direct tenant of such Mortgagee on the same terms and
conditions as are contained in this Lease, subject to the provisions hereinafter
set forth, provided no Event of Default shall have occurred and be continuing
hereunder or (b) a Lessor shall execute and deliver to Tenant an agreement to
the effect that if its Superior Lease shall terminate or be terminated for any
reason, Lessor will not evict Tenant, disturb Tenant's possession under this
Lease, or terminate or disturb Tenant's leasehold estate or rights hereunder,
and will recognize Tenant as the direct tenant of such Lessor on the same terms
and conditions as are contained in this Lease (subject to the provisions
hereinafter set forth), provided no Event of Default shall have occurred and be
continuing and Lessor shall not make Tenant a party in any action to terminate
such Superior Lease or to remove or evict Tenant from the Premises provided no
Event of Default shall have occurred and be continuing (any such agreement, or
any agreement of similar import, from a Mortgagee or a Lessor, as the case may
be, being hereinafter referred to as a "Nondisturbance Agreement"), this Lease
shall be subject and subordinate to such Superior Lease and/or to such Mortgage.
Subject to receipt of a Nondisturbance Agreement, this clause shall be
self-operative and no further instrument of subordination shall be required from
Tenant to make the interest of any Lessor or Mortgagee superior to the interest
of Tenant hereunder. Tenant, however, at Tenant's sole cost and expense, shall
execute and deliver promptly the Nondisturbance Agreement or any other agreement
that Landlord may reasonably request in confirmation of such subordination. If
the date of expiration of any Superior Lease shall be the same day as the
Expiration Date, the Term shall end and expire twelve (12) hours prior to the
expiration of the Superior Lease. If, in connection with the financing of the
Real Property, the Building or the interest of the lessee under any Superior
Lease, or if in connection with the entering into of a Superior Lease, any
lending institution or Lessor shall request reasonable modifications of this
Lease that do not increase Tenant's monetary obligations under this Lease, or
adversely affect or diminish the rights, or increase the other obligations of
Tenant under this Lease, in any such case except to a de minimis extent, Tenant
shall make such modifications.

            (B) Any Nondisturbance Agreement may be made on the condition that
neither the Mortgagee nor the Lessor (other than a Mortgagee or a Lessor that is
an Affiliate of Landlord), as the case may be, nor any Person claiming by,
through or under such Mortgagee or Lessor, as the case may be, including a
purchaser at a foreclosure sale, shall be:


<PAGE>

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

                  (2) subject to any defense, offsets or abatements which Tenant
may have against any prior landlord (including, without limitation, the then
defaulting Landlord), (except for any offsets expressly permitted under this
Lease, including, without limitation (a) the offset set forth in this Lease to
which Tenant is entitled after Tenant exercises Tenant's rights hereunder to
perform work that Landlord failed to perform, (b) the offset set forth in this
Lease to which Tenant is entitled if Landlord does not disburse the Applicable
Tenant Fund, (c) the abatement set forth in Section 14.5 of this Lease, and (d)
any adjournment of the Applicable Rent Commencement Date expressly set forth
herein), or

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

                  (4) bound by any obligation to make any payment to or on
behalf of Tenant, or to make any payments on account of any Applicable Tenant
Fund (it being understood, however, that if Landlord fails to disburse the
Applicable Tenant Fund in accordance with the provisions hereof, then Tenant
shall have the right to offset the applicable portion of the Applicable Tenant
Fund which Landlord failed to disburse against the Rental due hereunder in
accordance with Section 3.5(A) hereof, from and after the date that such
Mortgagee or such Lessor, or any such Person, succeeds to the interest of the
then defaulting Landlord), or

                  (5) bound by any obligation to perform any work or to make
improvements to the Premises, except for (i) repairs, alterations and
maintenance pursuant to the provisions of Articles 4 or 6 hereof, the need for
which repairs, alterations and maintenance first arises after the date upon
which such owner, Lessor or Mortgagee shall be entitled to possession of the
Premises, (ii) repairs to the Premises or any part thereof as a result of damage
by fire or other casualty (x) that occur after the date upon which such owner,
Lessor or Mortgagee shall be entitled to possession of the Premises, or (y) that
occur prior to such date, but only to the extent (in the case of clause (y))
that such repairs can be reasonably made from the net proceeds of any insurance
actually made available to such Mortgagee, and (iii) repairs to the Premises as
a result of a partial condemnation pursuant to Article 11 hereof, but only to
the extent that such repairs can be reasonably made from the net proceeds of any
award made available to such owner, Lessor or Mortgagee, or

                  (6) bound by any amendment or modification of this Lease made
without its consent if such amendment or modification was made after Tenant was
notified of the existence of such Superior Lease or Mortgage, or


<PAGE>

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

            (C) If required by the Lessor or Mortgagee, within seven (7) days
after notice thereof, Tenant shall join in any Nondisturbance Agreement to
indicate its concurrence with the provisions thereof and its agreement set forth
in Section 7.2 hereof to attorn to such Lessor or Mortgagee, as Tenant's
landlord hereunder. Tenant shall promptly so accept, execute and deliver any
Nondisturbance Agreement proposed by any such Mortgagee or Lessor which conforms
to the provisions of this Article 7. Any such Nondisturbance Agreement may also
contain other terms and conditions as may otherwise be required by such Lessor
or Mortgagee which do not increase Tenant's monetary obligations under this
Lease, or, except to a de minimis extent, adversely affect or diminish the
rights, or increase the other obligations of Tenant under this Lease.

      Section 7.2. If at any time prior to the expiration of the Term, any
Superior Lease shall terminate or be terminated for any reason or any Mortgagee
comes into possession of the Real Property or the Building or the estate created
by any Superior Lease by receiver or otherwise, Tenant agrees, at the election
and upon demand of any owner of the Real Property or the Building, or of the
Lessor, or of any Mortgagee in possession of the Real Property or the Building,
to attorn, from time to time, to any such owner, Lessor or Mortgagee or any
person acquiring the interest of Landlord as a result of any such termination,
or as a result of a foreclosure of the Mortgage or the granting of a deed in
lieu of foreclosure, upon the then executory terms and conditions of this Lease,
subject to the provisions of Section 7.1 hereof, for the remainder of the Term,
provided that such owner, Lessor or Mortgagee, as the case may be, or receiver
caused to be appointed by any of the foregoing, shall then be entitled to
possession of the Premises. The provisions of this Section 7.2 shall enure to
the benefit of any such owner, Lessor or Mortgagee, shall apply notwithstanding
that, as a matter of law, this Lease may terminate upon the termination of any
Superior Lease, and shall be self-operative upon any such demand, and no further
instrument shall be required to give effect to said provisions. Tenant, however,
upon demand of any such owner, Lessor or Mortgagee, shall execute, at Tenant's
expense, from time to time, instruments, in recordable form, which are
reasonably required by such owner, Lessor or Mortgagee, in confirmation of the
foregoing provisions of this Section 7.2, satisfactory to any such owner, Lessor
or Mortgagee, acknowledging such attornment and setting forth the terms and
conditions of its tenancy. Nothing contained in this Section 7.2 shall be
construed to impair any right otherwise exercisable by any such owner, Lessor or
Mortgagee except as may be set forth in Section 7.1 or in any Nondisturbance
Agreement.

      Section 7.3. From time to time, within fifteen (15) days next following
request by Landlord, any Mortgagee or any Lessor, Tenant shall deliver to
Landlord, such Mortgagee or such Lessor a written statement executed by Tenant,
in form satisfactory


<PAGE>

to Landlord, such Mortgagee or such Lessor, (1) stating that this Lease is then
in full force and effect and has not been modified (or if modified, setting
forth all modifications), (2) setting forth the date to which the Fixed Rent,
Escalation Rent and other items of Rental have been paid, (3) stating whether or
not, to the best knowledge of Tenant (but without having made any
investigation), Landlord is in default under this Lease, and, if Landlord is in
default, setting forth the specific nature of all such defaults, and (4) as to
any other matters reasonably requested by Landlord, such Mortgagee or such
Lessor and related to this Lease. Tenant acknowledges that any statement
delivered pursuant to this Section 7.3 may be relied upon by any purchaser or
owner of the Real Property or the Building, or Landlord's interest in the Real
Property or the Building or any Superior Lease, or by any Mortgagee, or by an
assignee of any Mortgagee, or by any Lessor.

      Section 7.4. From time to time, within fifteen (15) days next following
request by Tenant, Landlord shall deliver to Tenant a written statement executed
by Landlord (i) stating that this Lease is then in full force and effect and has
not been modified (or if modified, setting forth all modifications), (ii)
setting forth the date to which the Fixed Rent, Escalation Rent and any other
items of Rental have been paid, (iii) stating whether or not, to the best
knowledge of Landlord (but without having made any investigation), Tenant is in
default under this Lease, and, if Tenant is in default, setting forth the
specific nature of all such defaults, and (iv) as to any other matters
reasonably requested by Tenant and related to this Lease. Landlord acknowledges
that any statement delivered pursuant to this Section 7.4 may be relied upon by
any subtenant or assignee of Tenant.

      Section 7.5. As long as any Superior Lease or Mortgage shall exist (other
than any Superior Lease or Mortgage held by an Affiliate of Landlord), Tenant
shall not seek to terminate this Lease by reason of any act or omission of
Landlord until Tenant shall have given written notice of such act or omission to
all Lessors and Mortgagees at such addresses as shall have been furnished to
Tenant by such Lessors and Mortgagees and, if any such Lessor or Mortgagee, as
the case may be, shall have notified Tenant within ten (10) Business Days
following receipt of such notice of its intention to remedy such act or
omission, until a reasonable period of time (not to exceed ninety (90) days)
shall have elapsed following the giving of such notice, during which period such
Lessors and Mortgagees shall have the right, but not the obligation, to remedy
such act or omission.

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


<PAGE>

shall be subject and subordinate to any Declaration of Restrictions or any other
document of similar nature and purpose now or hereafter affecting the Real
Property. In confirmation of such subordination and waiver, Tenant shall execute
and deliver promptly any certificate or instrument that Landlord reasonably may
request.

      Section 7.7. If Tenant enters into a Major Sublease, then, subject to the
terms of this Section 7.7, Landlord, promptly after Tenant's request, shall
execute and deliver to the applicable subtenant under such Major Sublease an
agreement (a "Recognition Agreement"), in form and substance reasonably
satisfactory to Landlord, to the effect that if this Lease terminates during the
term of the applicable Major Sublease for any reason other than pursuant to
Articles 10 or 11 hereof, Landlord will not evict such subtenant, disturb such
subtenant's possession or terminate or disturb such subtenant's leasehold estate
or rights thereunder, and will recognize such subtenant as the direct tenant of
Landlord on the Applicable Terms; provided, however, that if in addition to at
least the entire rentable area on one (1) full floor of the Building, the Major
Sublease demises to the subtenant thereunder less than the entire rentable area
on another floor, then Landlord, at Landlord's option, may elect to deliver a
Recognition Agreement to the applicable subtenant in respect of such Major
Sublease that excludes the space demised on such other floor that exceeds (x)
Thirty Thousand Five Hundred (30,500) square feet of rentable area in respect of
the Tenth Floor Space, or (y) Thirty-Two Thousand (32,000) square feet of
rentable area in respect of the Seventh Floor Space, as the case may be, from
the protection afforded by such Recognition Agreement (the space that Landlord
excludes from the protection afforded by a Recognition Agreement being referred
to herein as the "Excluded Space")(and, accordingly, if this Lease terminates
during the term of the applicable Major Sublease for any reason, Landlord may
elect to evict such subtenant from the Excluded Space, disturb such subtenant's
possession therein and terminate such subtenant's leasehold estate or rights
thereunder). Landlord shall reasonably determine the configuration and location
of the Excluded Space. If Landlord makes such an election, then Landlord shall
notify Tenant thereof on or prior to the tenth (10th) day after the date that
Landlord receives Tenant's request for a Recognition Agreement for such Major
Sublease. If Tenant still desires a Recognition Agreement in respect of such
Major Sublease, then Tenant shall so notify Landlord on or prior to the tenth
(10th) day after the date upon which Tenant receives Landlord's notice (it being
understood that if Tenant fails to notify Landlord within such ten (10) day
period, then Tenant's request for such Recognition Agreement shall be deemed to
be withdrawn). Tenant shall not have the right to request a Recognition
Agreement as contemplated by this Section 7.7 (w) more than forty-five (45) days
after the applicable Major Sublease is executed and delivered by Tenant and the
applicable subtenant, (x) if Tenant is not then a LivePerson Party, (y) if an
Event of Default has occurred and is then continuing, and (z) if the financial
condition of the applicable subtenant is not reasonably satisfactory to Landlord
(it being understood that if such subtenant's net worth, determined in
accordance with generally accepted accounting principles, is equal to or greater
than ten (10) times the annual Fixed Rent that would be payable by the
applicable subtenant to Landlord pursuant to the Applicable Terms or if such
subtenant's net worth, determined in accordance with generally accepted


<PAGE>

accounting principles, is less than ten (10) times but more than five (5) times
the annual Fixed Rent that would be payable by the applicable subtenant to
Landlord pursuant to the Applicable Terms and such subtenant posts a security
deposit of fifty percent (50%) of the then annual Fixed Rent, then such
subtenant's financial condition shall be deemed to be reasonably satisfactory to
Landlord).

      Section 7.8. As used herein, the term "Applicable Terms" shall mean all of
the terms and conditions set forth in this Lease, with the understanding that:

                  (i) the annual Fixed Rent payable by the applicable subtenant
at any time from and after the Recognition Effective Date shall be an amount
equal to the greatest of (A) the rental that would have been payable by the
applicable subtenant under the Major Sublease at such time if the applicable
Major Sublease remained in effect, (B) the product obtained by multiplying (x)
the quotient obtained by dividing (I) the Fixed Rent that would have then been
payable by Tenant under this Lease at such time if this Lease then remained in
full force and effect, by (II) the number of square feet of rentable area
included in the Premises on the day immediately preceding the Recognition
Effective Date, by (y) the number of square feet of rentable area demised by
Tenant to the applicable subtenant under the applicable Major Sublease, and (C)
the Rental Value for the portion of the Premises demised under the Major
Sublease (the "Major Sublease Fair Market Rent") as of the Recognition Effective
Date, as determined pursuant to Article 41 hereof;

                  (ii) the subtenant under the applicable Major Sublease shall
have no right to receive from Landlord any payments on account of the Applicable
Tenant Fund;

                  (iii) the term of the applicable subtenant's direct tenancy
shall expire on the Fixed Expiration Date (it being the parties' intention that
such subtenant shall not have any right to extend the term of such direct
tenancy to a date that occurs later than the Fixed Expiration Date);

                  (iv) if, on the Recognition Effective Date, the applicable
subtenant's net worth determined in accordance with generally accepted
accounting principles consistently applied, is (I) less than five (5) times the
annual Fixed Rent determined pursuant to clause (i) above, then, on the
Recognition Effective Date, the applicable subtenant shall deposit with the
party that then constitutes the applicable subtenant's lessor an amount equal to
the annual Fixed Rent determined pursuant to clause (i) above as security for
such subtenant's obligations to such party in respect of such direct tenancy, or
(II) at least five (5) times but less than ten (10) times the Fixed Rent
determined pursuant to clause (i) above, then, on the Recognition Effective
Date, the applicable subtenant shall deposit with the party that then
constitutes the applicable subtenant's lessor an amount equal to fifty percent
(50%) of the annual Fixed Rent determined pursuant to clause (i) above as
security for such subtenant's obligations to such party in respect of such
direct tenancy;


<PAGE>

                  (v) for purposes of such direct tenancy, the Space Factor
shall be deemed to be the number of square feet of rentable area in the space
demised by the applicable Major Sublease, excluding any Excluded Space;

                  (vi) for purposes of such direct tenancy, Tenant's Share shall
be deemed to be the quotient (expressed as a percentage) obtained by dividing
(x) the Space Factor as determined pursuant to clause (v) above, by (y) the
number of square feet of rentable area in the Building (other than any portion
of the Building that is used for retail purposes);

                  (vii) the applicable subtenant shall not be deemed to
constitute a LivePerson Party for purposes of such direct tenancy;

                  (viii) the applicable subtenant shall not have the right to
such direct tenancy (and accordingly, the applicable subtenant, at the lessor's
option, shall have no right to remain in occupancy of the applicable portion of
the Premises from and after the Recognition Effective Date) if (w) this Lease is
terminated by reason of an Event of Default that derives from the applicable
subtenant's default under the applicable Major Sublease, (x) on the day
immediately preceding the Recognition Effective Date, the applicable Major
Sublease demises less than the entire rentable area of the Tenth Floor Space or
the entire rentable area of the Seventh Floor Space, as the case may be, (y) on
the day immediately preceding the Recognition Effective Date, the applicable
subtenant then occupies less than seventy-five percent (75%) of the entire
rentable area demised by the Major Sublease for the conduct of business, or (z)
the applicable subtenant is the Person, or an Affiliate of the Person, that
constituted Tenant immediately prior to the Recognition Effective Date; and

                  (ix) the party that constitutes such subtenant's direct lessor
shall not be:

                        (1) liable for any act or omission of such subtenant's
lessor immediately prior to the Recognition Effective Date;

                        (2) subject to any defense or offsets which the
applicable subtenant may have against any prior lessor;

                        (3) bound by any payment of rental which the applicable
subtenant may have made to any prior lessor more than thirty (30) days in
advance of the due date therefor; or

                        (4) bound by any of the provisions of the applicable
Major Sublease.

As used herein, the term "Recognition Effective Date" shall mean the date when


<PAGE>

Landlord, the Lessor, Mortgagee or any other Person claiming by, through or
under the Mortgagee (including, without limitation, a purchaser of a foreclosure
sale) becomes the direct lessor of the applicable subtenant under a Major
Sublease as contemplated by a Recognition Agreement.

      Section 7.9. Tenant shall submit to Landlord, with each request for a
Recognition Agreement financial information about the subtenant for whose
benefit such agreement is requested, including, without limitation,
documentation of such subtenant's net worth determined in accordance with
generally accepted accounting principles.

      Section 7.10. Landlord represents that: (a) Landlord is not in default in
respect of its material obligations under the Existing Ground Lease, (b)
Landlord has delivered to Tenant a true and correct copy of the Existing Ground
Lease, (c) the term of the Existing Ground Lease was validly extended to expire
on December 31, 2020, (d) there are no mortgages encumbering Landlord's interest
in the Real Property, and (e) there are no Superior Leases other than the
Existing Ground Lease. Promptly after the date hereof, Landlord shall request a
Nondisturbance Agreement from the Lessor under the Existing Ground Lease.


                                   ARTICLE 8
                             RULES AND REGULATIONS

      Tenant and Tenant's contractors, employees, agents, visitors, invitees and
licensees shall comply with the Rules and Regulations. Tenant shall have the
right to dispute the reasonableness of any additional Rule or Regulation
hereafter adopted by Landlord. If Tenant disputes the reasonableness of any
additional Rule or Regulation hereafter adopted by Landlord, the dispute shall
be determined by arbitration in the City of New York in accordance with the
rules and regulations then obtaining of the American Arbitration Association or
its successor. Any such determination shall be final and conclusive upon the
parties hereto. The right to dispute the reasonableness of any additional Rule
or Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice upon Landlord within thirty (30) days after
receipt by Tenant of notice of the adoption of any such additional Rule or
Regulation. Nothing in this Lease contained shall be construed to impose upon
Landlord any duty or obligation to enforce the Rules and Regulations or terms,
covenants or conditions in any other lease against any other tenant, and
Landlord shall not be liable to Tenant for violation of the same by any other
tenant, its employees, agents, visitors or licensees, except that Landlord shall
not enforce any Rule or Regulation against Tenant which Landlord shall not then
be enforcing against all other office tenants in the Building (other than
Landlord or its Affiliates). In the event of any inconsistency between the
provisions of this Lease and the provisions of any Rule or Regulation, the
provisions of this Lease shall control.


<PAGE>

                                    ARTICLE 9
                INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

      Section 9.1. (A) Any Building employee to whom any property shall be
entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's
agent with respect to such property and neither Landlord nor its agents shall be
liable for any damage to property of Tenant or of others entrusted to employees
of the Building, nor for the loss of or damage to any property of Tenant by
theft or otherwise. Neither Landlord nor its agents shall be liable for any
injury (or death) to persons or damage to property, or interruption of Tenant's
business, resulting from fire or other casualty; nor shall Landlord or its
agents be liable for any such injury (or death) to persons or damage caused by
other tenants or persons in the Building or caused by construction of any
private, public or quasi-public work; nor shall Landlord be liable for any
injury (or death) to persons or damage to property or improvements, or
interruption of Tenant's business, resulting from any latent defect in the
Premises or in the Building (provided that the foregoing shall not relieve
Landlord from its obligations, if any, to repair such latent defect pursuant to
the provisions of Article 4 hereof or affect Tenant's rights pursuant to Section
14.5 hereof. Anything in this Article 9 to the contrary notwithstanding, except
as set forth in Articles 4, 10, 13, 28 and 35 of this Lease and otherwise as
expressly provided herein, Landlord shall not be relieved from responsibility
directly to Tenant for any loss or damage caused directly to Tenant wholly or in
part by the negligent acts or omissions of Landlord.

            (B) If at any time any windows of the Premises are temporarily
closed, darkened or bricked-up due to any Requirement or by reason of repairs,
maintenance, alterations, or improvements to the Building performed in
accordance with Article 4, or any of such windows are permanently closed,
darkened or bricked-up due to any Requirement, Landlord shall not be liable for
any damage Tenant may sustain thereby and Tenant shall not be entitled to any
compensation therefor, nor abatement or diminution of Fixed Rent or any other
item of Rental, nor shall the same release Tenant from its obligations
hereunder, nor constitute an actual or constructive eviction, in whole or in
part, by reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant's business, or otherwise, nor impose any liability upon
Landlord or its agents. If at any time the windows of the Premises are
temporarily closed, darkened or bricked-up, as aforesaid, then, unless Tenant is
required pursuant to the Lease to perform the repairs, maintenance, alterations,
or improvements, or to comply with the Requirements, which resulted in such
windows being closed, darkened or bricked-up, Landlord shall perform such
repairs, maintenance, alterations or improvements and comply with the applicable
Requirements with reasonable diligence and otherwise take such action as may be
reasonably necessary to minimize the period during which such windows are
temporarily closed, darkened, or bricked-up.

                  (C) Tenant shall immediately notify Landlord of any fire or
accident in the Premises.


<PAGE>

      Section 9.2. Tenant shall obtain and keep in full force and effect (i) an
"all risk" insurance policy for Tenant's Specialty Alterations and Tenant's
Property at the Premises in an amount equal to one hundred percent (100%) of the
replacement value thereof, and (ii) a policy of commercial general liability and
property damage insurance on an occurrence basis, with a broad form contractual
liability endorsement. Such policies shall provide that Tenant is named as the
insured. Landlord, Landlord's managing agent, Landlord's agents and any Lessors
and any Mortgagees (whose names shall have been furnished to Tenant) shall be
added as additional insureds, as their respective interests may appear, with
respect to the insurance required to be carried pursuant to clauses (i) and (ii)
above. Such policy with respect to clause (ii) above shall include a provision
under which the insurer agrees to indemnify, defend and hold Landlord,
Landlord's managing agent, Landlord's agents and such Lessors and Mortgagees
harmless from and against, subject to the limits of liability set forth in this
Section 9.2, all cost, expense and liability arising out of, or based upon, any
and all claims, accidents, injuries and damages mentioned in Article 35. In
addition, the policy required to be carried pursuant to clause (ii) above shall
contain a provision that (a) no act or omission of Tenant shall affect or limit
the obligation of the insurer to pay the amount of any loss sustained and (b)
the policy shall be non-cancelable with respect to Landlord, Landlord's managing
agent, Landlord's agents and such Lessors and Mortgagees (whose names and
addresses shall have been furnished to Tenant) unless thirty (30) days' prior
written notice shall have been given to Landlord by certified mail, return
receipt requested, which notice shall contain the policy number and the names of
the insured and additional insureds. In addition, upon receipt by Tenant of any
notice of cancellation or any other notice from the insurance carrier which may
adversely affect the coverage of the insureds under such policy of insurance,
Tenant shall immediately deliver to Landlord and any other additional insured
hereunder a copy of such notice. The minimum amounts of liability under the
policy of insurance required to be carried pursuant to clause (ii) above shall
be a combined single limit with respect to each occurrence in an amount of
$5,000,000 for injury (or death) to persons and damage to property, which amount
shall be increased from time to time (but not more than once in any three (3)
year period) to that amount of insurance which in Landlord's reasonable judgment
is then being customarily required by prudent landlords of non-institutional
first class buildings in New York City, provided the same is not inconsistent
with the minimum amounts of insurance then required by Landlord for other office
tenants in the Building. All insurance required to be carried by Tenant pursuant
to the terms of this Lease shall be effected under valid and enforceable
policies issued by reputable and independent insurers permitted to do business
in the State of New York, and rated in Best's Insurance Guide, or any successor
thereto (or if there be none, an organization having a national reputation) as
having a general policyholder rating of "A" and a financial rating of at least
"XIII".

      Section 9.3. Landlord shall obtain and keep in full force and effect
insurance against loss or damage by fire and other casualty to the Building,
including Tenant's Alterations (exclusive of Specialty Alterations), as may be
insurable under then


<PAGE>

available standard forms of "all-risk" insurance policies, in an amount equal to
one hundred percent (100%) of the replacement value thereof or in such lesser
amount as will avoid co-insurance (including an "agreed amount" endorsement).
Notwithstanding the foregoing, Landlord shall not be liable to Tenant for any
failure to insure, replace or restore any Alterations unless Tenant shall have
notified Landlord of the completion of such Alterations and of the cost thereof,
and shall have maintained adequate records with respect to such Alterations to
facilitate the adjustment of any insurance claims with respect thereto. Tenant
shall cooperate with Landlord and Landlord's insurance companies in the
adjustment of any claims for any damage to the Building or such Alterations.
Landlord also shall maintain in full force and effect a policy of commercial
general liability insurance that names Landlord as the insured thereunder and
that is consistent with the nature and level of insurance customarily obtained
by prudent owners of first-class office buildings in midtown Manhattan. Landlord
shall name Tenant as an additional insured under the aforesaid policy of
commercial general liability insurance if Landlord's insurer is willing to do so
without additional charge to Landlord (with the understanding, however, that the
liability insurance policy described in Section 9.2 hereof shall afford primary
coverage to Landlord and Tenant with respect to claims for property damage or
personal injury that derive from events occurring within the Premises or
Tenant's conduct of business therein).

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

      Section 9.5. Tenant acknowledges that Landlord shall not carry insurance
on, and shall not be responsible for damage to, Tenant's Property or Specialty
Alterations, and that Landlord shall not carry insurance against, or be
responsible for any loss suffered by Tenant due to, interruption of Tenant's
business.

      Section 9.6. If notwithstanding the recovery of insurance proceeds by
Tenant for loss, damage or destruction of its property Landlord is liable to
Tenant with respect thereto or is obligated under this Lease to make
replacement, repair or restoration, then, at Landlord's option, either (i) the
amount of the net proceeds of Tenant's insurance against such loss, damage or
destruction shall be offset against Landlord's liability to Tenant therefor, or
(ii) shall be made available to Landlord to pay for replacement, repair or
restoration.

ARTICLE 10 DESTRUCTION-FIRE OR OTHER CAUSE

         Section 10.1. (A) If the Premises (including Alterations which shall
include


<PAGE>

Landlord's Work but not Specialty Alterations) shall be damaged by fire or other
casualty, and if Tenant shall give prompt notice thereof to Landlord, the
damage, with such modifications as shall be required in order to comply with
Requirements shall be diligently repaired by and at the expense of Landlord to
substantially the condition prior to the damage, and until such repairs which
are required to be performed by Landlord (excluding Long Lead Work the absence
of which does not in and of itself materially impair Tenant's ability to conduct
its business in the Premises in substantially the same manner as prior to such
casualty) shall be Substantially Completed (of which Substantial Completion
Landlord shall promptly notify Tenant) the Fixed Rent, Escalation Rent and Space
Factor shall be reduced in the proportion which the area of the part of the
Premises which is not usable by Tenant, bears to the total area of the Premises
immediately prior to such casualty. Upon the Substantial Completion of such
repairs (excluding Long Lead Work the absence of which does not in and of itself
materially impair Tenant's ability to conduct its business in the Premises in
substantially the same manner as prior to such casualty), Landlord shall
diligently prosecute to completion any items of Long Lead Work remaining to be
completed. Landlord shall have no obligation to repair any damage to, or to
replace, any Specialty Alterations or Tenant's Property. In addition, Landlord
shall not be obligated to repair any damage to, or to replace, any Alterations
unless Tenant shall have notified Landlord of the completion of such Alterations
and the cost thereof. Landlord shall use its reasonable efforts to minimize
interference with Tenant's use and occupancy in making any repairs pursuant to
this Section. Anything contained herein to the contrary notwithstanding, if the
Premises (including any Alterations) are damaged by fire or other casualty at
any time prior to the completion of the Initial Alterations, Landlord's
obligation to repair the Premises (and any Alterations) shall be limited to
repair of the part of the Building Systems serving the Premises on the
Commencement Date, but not the distribution portions of such Building Systems
located within the Premises, the floor and ceiling slabs of the Premises and the
exterior walls of the Premises, all to substantially the same condition which
existed on the Commencement Date, with such modifications as shall be required
in order to comply with Requirements. If a fire or other casualty occurs during
the period beginning on (x) the Commencement Date and ending on the day
immediately prior to the Tenth Floor Space Rent Commencement Date, or (y) the
Seventh Floor Space Commencement Date and ending on the day immediately prior to
the Seventh Floor Space Rent Commencement Date, as the case may be, then Tenant,
as and for the abatement of Rental as contemplated by this Article 10 by reason
of the occurrence of a fire or other casualty during such period, shall have the
right to credit against the Rental due hereunder from and after the Applicable
Rent Commencement Date an amount equal to the abatement of Rental to which
Tenant would have been entitled under this Article 10 if such fire or other
casualty occurred immediately after the Applicable Rent Commencement Date.

            (B) Prior to the Substantial Completion of Landlord's repair
obligations set forth in Section 10.1(A) hereof, Landlord shall provide Tenant
and Tenant's contractor, subcontractors and materialmen access to the Premises
to perform Specialty Alterations (or Alterations, if Landlord is not obligated
to repair same pursuant


<PAGE>

to the provisions hereof), on the following terms and conditions (but not to
occupy the same for the conduct of business).

                  (1) Tenant shall not commence work in any portion of the
Premises until the date specified in a notice from Landlord to Tenant stating
that the repairs required to be made by Landlord have been or will be completed
to the extent reasonably necessary, in Landlord's discretion, to permit the
commencement of the Specialty Alterations (or Alterations, if Landlord is not
obligated to repair same pursuant to the provisions hereof) then prudent to be
performed in accordance with good construction practice in the portion of the
Premises in question without interference with, and consistent with the
performance of, the repairs remaining to be performed.

                  (2) Such access by Tenant shall be deemed to be subject to all
of the applicable provisions of this Lease except that there shall be no
obligation on the part of Tenant solely because of such access to pay any Fixed
Rent or Escalation Rent with respect to the affected portion of the Premises for
any period prior to substantial completion of the repairs.

                  (3) It is expressly understood that if Landlord shall be
delayed from substantially completing the repairs due to any acts of Tenant, its
agents, servants, employees or contractors, including, without limitation, by
reason of the performance of any Specialty Alteration (or Alteration, if
Landlord is not obligated to repair same pursuant to the provisions hereof), by
reason of Tenant's failure or refusal to comply or to cause its architects,
engineers, designers and contractors to comply with any of Tenant's obligations
described or referred to in this Lease, or if such repairs are not completed
because under good construction scheduling practice such repairs should be
performed after completion of any Specialty Alteration (or Alteration, if
Landlord is not obligated to repair same pursuant to the provisions hereof),
then such repairs shall be deemed substantially complete on the date when the
repairs would have been substantially complete but for such delay and the
expiration of the abatement of the Tenant's obligations hereunder shall not be
postponed by reason of such delay. Any additional costs to Landlord to complete
any repairs occasioned by such delay shall be paid by Tenant to Landlord within
thirty (30) days after demand, as additional rent.

         Section 10.2. Anything contained in Section 10.1 hereof to the contrary
notwithstanding, if the Building shall be so damaged by fire or other casualty
that substantial alteration, demolition, or reconstruction of the Building shall
be required (whether or not the Premises shall have been damaged or rendered
untenantable), then Landlord, at Landlord's option, may, not later than ninety
(90) days following the damage, give Tenant a notice in writing terminating this
Lease; provided that if the Premises are not substantially damaged or rendered
untenantable, Landlord may not terminate this Lease unless it shall elect to
terminate leases (including this Lease), affecting at least fifty percent (50%)
of the rentable area of the Building (excluding any rentable area occupied by
Landlord or its Affiliates). If Landlord elects to terminate this


<PAGE>

Lease, the Term shall expire upon a date set by Landlord, but not sooner than
the thirtieth (30th) day after such notice is given, and Tenant shall vacate the
Premises and surrender the same to Landlord in accordance with the provisions of
Article 20 hereof. Upon the termination of this Lease under the conditions
provided for in this Section 10.2, the Fixed Rent and Escalation Rent shall be
apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any
period after such date shall be refunded by Landlord to Tenant.

      Section 10.3. (A) Within forty-five (45) days after notice to Landlord of
any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a
statement prepared by an independent reputable contractor setting forth such
contractor's estimate as to the time required to repair such damage, exclusive
of time required to perform Long Lead Work. If the estimated time period exceeds
nine (9) months from the date of such statement, then Tenant may elect to
terminate this Lease by notice given to Landlord not later than thirty (30) days
following Tenant's receipt of such statement. If Tenant makes such election,
then the Term shall expire upon the thirtieth (30th) day after notice of such
election is given by Tenant, and Tenant shall vacate the Premises and surrender
the same to Landlord in accordance with the provisions of Article 20 hereof. If
Tenant does not elect to terminate this Lease pursuant to this Article 10 (or is
not entitled to terminate this Lease pursuant to this Article 10), then the
damages shall be diligently repaired by and at the expense of Landlord as set
forth in Section 10.1 hereof, unless Landlord elects to terminate this Lease in
accordance with Section 10.2 hereof.

            (B) If Tenant does not elect to terminate this Lease pursuant to
Section 10.3(A) (or is not entitled to terminate this Lease pursuant to Section
10.3(A)), and the repair of the damage to the Premises described in Section 10.1
hereof is not Substantially Completed within three (3) months after the
estimated date of such Substantial Completion as set forth in the contractor's
estimate delivered to Tenant as aforesaid (which three (3) month period may be
extended for up to a six (6) month period to the extent Landlord cannot
Substantially Complete such damage within such three (3) month period by virtue
of Unavoidable Delays), then Tenant may elect to terminate this Lease by
delivering a notice to Landlord not later than the earlier to occur of (x) the
date that such Substantial Completion occurs, and (y) the thirtieth (30th) day
following the last day of such three (3) month period (or the thirtieth (30th)
day following the last day of such extended period, if applicable), and the Term
shall expire upon the thirtieth (30th) day after notice of such election is
given by Tenant, and Tenant shall vacate the Premises and surrender the same to
Landlord in accordance with the provisions of Article 20 hereof.

            (C) If the Premises shall be substantially damaged during the last
two (2) years of the Term, Landlord or Tenant may elect by notice, given within
thirty (30) days after the occurrence of such damage, to terminate this Lease
and if either party makes such election, the Term shall expire upon the
thirtieth (30th) day after notice of such election is given by such party and
Tenant shall vacate the Premises and


<PAGE>

surrender the same to Landlord in accordance with the provisions of Article 20
hereof.

      Section 10.4. This Article 10 constitutes an express agreement governing
any case of damage or destruction of the Premises or the Building by fire or
other casualty, and Section 227 of the Real Property Law of the State of New
York, which provides for such contingency in the absence of an express
agreement, and any other law of like nature and purpose now or hereafter in
force shall have no application in any such case.

      Section 10.5. The parties hereto shall procure an appropriate clause in,
or endorsement on, any fire or extended coverage insurance covering the
Premises, the Building and personal property, fixtures and equipment located
thereon or therein, pursuant to which the insurance companies waive subrogation
or consent to a waiver of right of recovery and having obtained such clauses or
endorsements of waiver of subrogation or consent to a waiver of right of
recovery, will not make any claim against or seek to recover from the other for
any loss or damage to its property or the property of others resulting from fire
or other hazards covered by such fire and extended coverage insurance, provided,
however, that the release, discharge, exoneration and covenant not to sue herein
contained shall be limited by and be coextensive with the terms and provisions
of the waiver of subrogation clause or endorsements or clauses or endorsements
consenting to a waiver of right of recovery. If the payment of an additional
premium is required for the inclusion of such waiver of subrogation provision,
each party shall advise the other of the amount of any such additional premiums
and the other party at its own election may, but shall not be obligated to, pay
the same. If such other party shall not elect to pay such additional premium,
the first party shall not be required to obtain such waiver of subrogation
provision. If either party shall be unable to obtain the inclusion of such
clause even with the payment of an additional premium, then such party shall
attempt to name the other party as an additional insured (but not a loss payee)
under the policy. If the payment of an additional premium is required for naming
the other party as an additional insured (but not a loss payee), each party
shall advise the other of the amount of any such additional premium and the
other party at its own election may, but shall not be obligated to, pay the
same. If such other party shall not elect to pay such additional premium or if
it shall not be possible to have the other party named as an additional insured
(but not loss payee), even with the payment of an additional premium, then (in
either event) such party shall so notify the first party and the first party
shall not have the obligation to name the other party as an additional insured.
Tenant acknowledges that Landlord shall not carry insurance on and shall not be
responsible for damage to, Tenant's Property or Specialty Alterations or any
other Alteration prior to the completion of the Initial Alterations, and that
Landlord shall not carry insurance against, or be responsible for any loss
suffered by Tenant due to, interruption of Tenant's business.

                                   ARTICLE 11
                                 EMINENT DOMAIN


<PAGE>

      Section 11.1. If the whole of the Real Property, the Building or the
Premises shall be acquired or condemned for any public or quasi-public use or
purpose, this Lease and the Term shall end as of the date of the vesting of
title with the same effect as if said date were the Expiration Date. If only a
part of the Real Property and not the entire Premises shall be so acquired or
condemned then, (1) except as hereinafter provided in this Section 11.1, this
Lease and the Term shall continue in force and effect, but, if a part of the
Premises is included in the part of the Real Property so acquired or condemned,
from and after the date of the vesting of title, the Fixed Rent and the Space
Factor shall be reduced in the proportion which the area of the part of the
Premises so acquired or condemned bears to the total area of the Premises
immediately prior to such acquisition or condemnation and Tenant's Share shall
be redetermined based upon the proportion in which the ratio between the
rentable area of the Premises remaining after such acquisition or condemnation
bears to the rentable area of the Building remaining after such acquisition or
condemnation; (2) if at least ten percent (10%) of the Real Property is so
acquired or condemned and whether or not the Premises shall be affected thereby,
Landlord, at Landlord's option, may give to Tenant, within sixty (60) days next
following the date upon which Landlord shall have received notice of vesting of
title, a thirty (30) days' notice of termination of this Lease if Landlord shall
elect to terminate leases (including this Lease), affecting at least fifty
percent (50%) of the rentable area of the Building (excluding any rentable area
leased by Landlord or its Affiliates); and (3) if the part of the Real Property
so acquired or condemned shall contain more than fifteen percent (15%) of the
total area of the Premises immediately prior to such acquisition or
condemnation, or if, by reason of such acquisition or condemnation, Tenant no
longer has reasonable means of access to the Premises, Tenant, at Tenant's
option, may give to Landlord, within sixty (60) days next following the date
upon which Tenant shall have received notice of vesting of title, a thirty (30)
days' notice of termination of this Lease. If any such thirty (30) days' notice
of termination is given by Landlord or Tenant, this Lease and the Term shall
come to an end and expire upon the expiration of said thirty (30) days with the
same effect as if the date of expiration of said thirty (30) days were the
Expiration Date. If a part of the Premises shall be so acquired or condemned and
this Lease and the Term shall not be terminated pursuant to the foregoing
provisions of this Section 11.1, Landlord, at Landlord's expense, shall restore
that part of the Premises not so acquired or condemned to a self-contained
rental unit inclusive of Tenant's Alterations (other than Specialty
Alterations), except that if such acquisition or condemnation occurs prior to
completion of the Initial Alterations, Landlord shall only be required to
restore that part of the Premises not so acquired or condemned to a
self-contained rental unit exclusive of Tenant's Alterations. Upon the
termination of this Lease and the Term pursuant to the provisions of this
Section 11.1, the Fixed Rent and Escalation Rent shall be apportioned as of the
date of vesting of title and any prepaid portion of Fixed Rent and Escalation
Rent for any period after such date shall be refunded by Landlord to Tenant.

      Section 11.2. In the event of any such acquisition or condemnation of all
or any part of the Real Property, Landlord shall be entitled to receive the
entire award for any


<PAGE>

such acquisition or condemnation, Tenant shall have no claim against Landlord or
the condemning authority for the value of any unexpired portion of the Term and
Tenant hereby expressly assigns to Landlord all of its right in and to any such
award. Nothing contained in this Section 11.2 shall be deemed to prevent Tenant
from making a separate claim in any condemnation proceedings for the then value
of any Tenant's Property included in such taking, and for any moving expenses.

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

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

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

                                   ARTICLE 12
                     ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.

      Section 12.1. (A) Except as expressly permitted herein, Tenant, without
the prior consent of Landlord in each instance, shall not (a) assign its rights
or delegate its duties under this Lease (whether by operation of law, transfers
of interests in Tenant or otherwise), mortgage or encumber its interest in this
Lease, in whole or in part, (b)



<PAGE>

sublet, or permit the subletting of, the Premises or any part thereof, or (c)
permit the Premises or any part thereof to be occupied or used for desk space,
mailing privileges or otherwise, by any Person other than Tenant.

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

      Section 12.2. (A) If Tenant's interest in this Lease is assigned in
violation of the provisions of this Article 12, such assignment shall be void
and of no force and effect against Landlord; provided, however, that Landlord
may collect an amount equal to the then Fixed Rent plus any other item of Rental
from the assignee as a fee for its use and occupancy, and shall apply the net
amount collected to the Fixed Rent and other items of Rental reserved in this
Lease. If the Premises or any part thereof are sublet to, or occupied by, or
used by, any Person other than Tenant, whether or not in violation of this
Article 12, Landlord, after default by Tenant under this Lease, including,
without limitation, a subletting or occupancy in violation of this Article 12,
may collect any item of Rental or other sums paid by the subtenant, user or
occupant as a fee for its use and occupancy, and shall apply the net amount
collected to the Fixed Rent and other items of Rental reserved in this Lease. No
such assignment, subletting, occupancy or use, whether with or without
Landlord's prior consent, nor any such collection or application of Rental or
fee for use and occupancy, shall be deemed a waiver by Landlord of any term,
covenant or condition of this Lease or the acceptance by Landlord of such
assignee, subtenant, occupant or user as tenant hereunder. The consent by
Landlord to any assignment, subletting, occupancy or use shall not relieve
Tenant from its obligation to obtain the express prior consent of Landlord to
any further assignment, subletting, occupancy or use, to the extent required
hereunder.

            (B) Tenant shall reimburse Landlord within thirty (30) days after
demand for any reasonable, out-of-pocket costs that may be incurred by Landlord
in connection with any proposed assignment of Tenant's interest in this Lease or
any proposed subletting of the Premises or any part thereof, including, without
limitation, any reasonable processing fee, reasonable attorneys' fees and
disbursements and the reasonable costs of making investigations as to the
acceptability of the proposed subtenant or the proposed assignee.

            (C) Neither any assignment of Tenant's interest in this Lease nor
any subletting, occupancy or use of the Premises or any part thereof by any
Person other than Tenant, nor any collection of Rental by Landlord from any
Person other than Tenant as provided in this Section 12.2, nor any application
of any such Rental as


<PAGE>

provided in this Section 12.2 shall, in any circumstances, relieve Tenant of its
obligations under this Lease on Tenant's part to be observed and performed.

            (D) Any Person to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code shall be deemed without further act or deed to
have assumed all of the obligations arising under this Lease on and after the
date of such assignment. Any such assignee shall execute and deliver to Landlord
upon demand an instrument confirming such assumption. No assignment of this
Lease shall relieve Tenant of its obligations hereunder and, subsequent to any
assignment, Tenant's liability hereunder shall continue notwithstanding any
subsequent modification or amendment hereof or the release of any subsequent
tenant hereunder from any liability, to all of which Tenant hereby consents in
advance (it being understood, however, that Tenant shall not have liability
hereunder to the extent that Tenant's obligations hereunder are expanded or
amended by any such modification or amendment that Landlord consummates with the
assignee after the date of any such assignment by Tenant of the tenant's
interest).

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

            (B) The term "adequate assurance of future performance" as used in
this Lease shall mean that any proposed assignee shall, among other things, (a)
deposit with Landlord on the assumption of this Lease an amount equal to the
then annual Fixed Rent as security for the faithful performance and observance
by such assignee of the terms and obligations of this Lease, which sum shall be
held by Landlord in accordance with the provisions of Article 31 hereof, (b)
furnish Landlord with financial statements of such assignee for the prior three
(3) fiscal years, as finally determined after an audit and certified as correct
by a certified public accountant, which financial statements shall show a net
worth of at least six (6) times the then Fixed Rent for each of such three (3)
years, (c) grant to Landlord a security interest in such



<PAGE>

property of the proposed assignee as Landlord shall deem necessary to secure
such assignee's future performance under this Lease, and (d) provide such other
information or take such action as Landlord, in its reasonable judgment shall
determine is necessary to provide adequate assurance of the performance by such
assignee of its obligations under the Lease.

      Section 12.4. (A) Tenant shall have the privilege, subject to the terms
and conditions hereinafter set forth, without the consent of Landlord but
subject to Tenant's satisfaction of conditions set forth in clauses (4) and (5)
of Section 12.8(A) hereof, and without Landlord having the right granted in
Section 12.8(B) hereof to recapture, to assign its interest in this Lease (i) to
any corporation which is a successor to Tenant either by merger or
consolidation, (ii) to a purchaser of all or substantially all of Tenant's
assets or stock (provided such purchaser shall have also assumed substantially
all of Tenant's liabilities) or (iii) to a Person which shall (1) Control, (2)
be under the Control of, or (3) be under common Control with Tenant (any such
Person referred to in this clause (iii) being a "Related Entity"). Tenant also
shall have the privilege, subject to the terms and conditions hereinafter set
forth, without the consent of Landlord but subject to Tenant's satisfaction of
conditions set forth in clauses (5) through (7) and (9) of Section 12.6(A) and
without Landlord having the right granted in Section 12.6(B) hereof to
recapture, to sublease all or any portion of the Premises to a Related Entity.
Any assignment or subletting described above may only be made upon the condition
that (a) the principal purpose of such assignment or sublease is not the
acquisition of Tenant's interest in this Lease or to circumvent the provisions
of Section 12.1 of this Article (except if such assignment or sublease is made
to a Related Entity and is made for a valid intracorporate business purpose and
is not made to circumvent the provisions of Section 12.1 of this Article), and
(b) in the case of an assignment, any such assignee shall have a net worth
determined in accordance with generally accepted accounting principles,
consistently applied, after giving effect to such assignment, equal to the
greater of Tenant's net worth and annual income and cash flow, as so determined,
on (i) the date immediately preceding the date of such assignment, and (ii) the
Commencement Date. Tenant shall, within ten (10) Business Days after execution
thereof, deliver to Landlord either (x) a duplicate original instrument of
assignment in form and substance reasonably satisfactory to Landlord, duly
executed by Tenant, together with an instrument in form and substance reasonably
satisfactory to Landlord, duly executed by the assignee, in which such assignee
shall assume observance and performance of, and agree to be personally bound by,
all of the terms, covenants and conditions of this Lease on Tenant's part to be
observed and performed, or (y) a duplicate original sublease in form and
substance reasonably satisfactory to Landlord, duly executed by Tenant and the
subtenant.

            (B) If Tenant is a partnership, the admission of new Partners, the
withdrawal, retirement, death, incompetency or bankruptcy of any Partner, or the
reallocation of partnership interests among the Partners shall not constitute an
assignment of this Lease, provided the principal purpose of any of the foregoing
is not to circumvent the restrictions on assignment set forth in the provisions
of this Article 12.


<PAGE>

The reorganization of Tenant from a professional corporation into a partnership
or the reorganization of a Tenant from a partnership into a professional
corporation, shall not constitute an assignment of this Lease, provided that
immediately following such reorganization the Partners of Tenant shall be
substantially the same as the shareholders of Tenant existing immediately prior
to such reorganization, or the shareholders of Tenant shall be substantially the
same as the Partners of Tenant existing immediately prior to such
reorganization, as the case may be. If Tenant shall become a professional
corporation, each individual shareholder in Tenant and each professional
employee of a professional corporation which is a shareholder in Tenant shall
have the same personal liability as such individual or professional employee
would have under this Lease if Tenant were a partnership and such individual or
accountant-employee were a Partner in Tenant. If any individual Partner in
Tenant is or becomes a professional employee of a professional corporation, such
individual shall have the same personal liability under this Lease as such
individual would have if he and not the professional corporation were a Partner
of Tenant.

            (C) Except as set forth above, either a transfer (including the
issuance of treasury stock or the creation and issuance of new stock or a new
class of stock) of a controlling interest in the shares of Tenant or of any
entity which holds an interest in Tenant through one or more intermediaries (if
Tenant or such entity is a corporation or trust) or a transfer of a majority of
the total interest in Tenant or of any entity which holds an interest in Tenant
through one or more intermediaries (if Tenant or such entity is a partnership or
other entity) at any one time or over a period of time through a series of
transfers, shall be deemed an assignment of this Lease and shall be subject to
all of the provisions of this Article 12, including, without limitation, the
requirement that Tenant obtain Landlord's prior consent thereto. The transfer of
shares of Tenant or of any entity which holds an interest in Tenant through one
or more intermediaries (if Tenant or such entity is a corporation or trust) for
purposes of this Section 12.4 shall not include the sale of shares by persons
other than those deemed "insiders" within the meaning of the Securities Exchange
Act of 1934, as amended, which sale is effected through the "over-the-counter
market" or through any recognized stock exchange.

      Section 12.5. If, at any time after the originally named Tenant herein may
have assigned Tenant's interest in this Lease, this Lease shall be disaffirmed
or rejected in any proceeding of the types described in paragraph (E) of Section
16.1 hereof, or in any similar proceeding, or in the event of termination of
this Lease by reason of any such proceeding or by reason of lapse of time
following notice of termination given pursuant to said Article 16 based upon any
of the Events of Default set forth in such paragraph, any prior Tenant,
including, without limitation, the originally named Tenant, then at such
originally named Tenant's option or upon request of Landlord given within thirty
(30) days next following any such disaffirmance, rejection or termination (and
actual notice thereof to Landlord or such Tenant in the event of a disaffirmance
or rejection or in the event of termination other than by act of Landlord),
shall (1) pay to Landlord all Fixed Rent, Escalation Rent and other items of
Rental due and owing by the assignee to Landlord under this Lease to and
including the date of such disaffirmance, rejection or termination (other than
any Rental demanded by Landlord pursuant to Section 17.2(A)(3)), and (2) as
"tenant", enter into a new lease with Landlord of the Premises for a term
commencing on the effective date of such


<PAGE>

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

      Section 12.6. (A) Notwithstanding the provisions of Section 12.1 hereof,
if Landlord shall not exercise its rights pursuant to paragraph (B) of this
Section 12.6, Landlord shall not unreasonably withhold, condition or delay its
consent to any subletting of the Premises, provided that:

                  (1) the Premises shall not, without Landlord's prior consent,
have been listed or otherwise publicly advertised for subletting at a rental
rate less than the prevailing rental rate set by Landlord for comparable space
in the Building or if there is no comparable space the prevailing rental rate
reasonably determined by Landlord;

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

                  (3) upon the date Tenant delivers the Tenant Statement to
Landlord and upon the date immediately preceding the commencement date of any
sublease approved by Landlord, the proposed subtenant shall have a financial
standing (taking into consideration the obligations of the proposed subtenant
under the sublease and the financial standing of Tenant) reasonably satisfactory
to Landlord, be of a character, be engaged in a business, and propose to use the
Premises in a manner in keeping with the standards in such respects of the other
tenancies in the Building;

                  (4) if Landlord has or within one hundred eighty (180) days
thereafter reasonably expects to have comparable space in the Building for a
comparable term, the proposed subtenant (or any Person who is an Affiliate of
the


<PAGE>

proposed subtenant) shall not be a tenant or subtenant of any space in the
Building, nor shall the proposed subtenant (or any Person who is an Affiliate of
the proposed subtenant) be a Person with whom Landlord is negotiating or
discussing to lease space in the Building (it being agreed, however, that the
proposed subtenant may be an Affiliate of a Person with whom Landlord is
negotiating or discussing to lease space in the Building or an Affiliate of a
tenant or subtenant of the Building, so long as in either case (x) such proposed
subtenant constitutes a separate business entity that has operated independently
as a separate entity from such Person with whom Landlord is negotiating or
discussing as aforesaid, or from such tenant or subtenant in the Building, in
either case for at least two (2) years, and (y) such proposed subtenant was not
formed for the purpose of circumventing the requirements of this clause (4)). If
Tenant shall propose to sublease space and is about to commence negotiations
with a prospective subtenant, then Tenant may notify Landlord of the identity of
such prospective subtenant and Landlord shall notify Tenant within ten (10) days
after the date upon which Landlord is advised of the identity of such
prospective subtenant if the execution of a sublease with a prospective
subtenant would violate the provisions of this clause (4). If (x) Landlord does
not so notify Tenant within such ten (10) day period, and (y) Tenant submits a
Tenant Statement for such proposed subtenant to Landlord within the one hundred
eighty (180) day period of time commencing on the day after the end of such ten
(10) day period, then Landlord, within such succeeding one hundred eighty (180)
day period, shall not have the right to withhold, delay or condition its consent
to the subleasing contemplated by such Tenant Statement solely by reason of such
proposed subtenant being (i) a Person (or an Affiliate of a Person) with whom
Landlord is negotiating or discussing to lease space in the Building, or (ii) a
tenant or subtenant of the Building or an Affiliate of a tenant or subtenant of
the Building;

                  (5) the character of the business to be conducted or the
proposed use of the Premises by the proposed subtenant shall not (a) be likely
to increase Landlord's operating expenses beyond that which would be incurred
for use by Tenant, (b) increase the burden on existing cleaning services or
elevators over the burden prior to such proposed subletting; (c) violate any
provision or restrictions herein relating to the use or occupancy of the
Premises; (d) require any alterations, installations, improvements, additions or
other physical changes to be performed in or made to any portion of the Building
or the Real Property other than the Premises; or (e) violate any provision or
restrictions in any Superior Lease or Mortgage to which this Lease is
subordinate; if Landlord shall have consented to a sublease and, as a result of
the use and occupancy of the subleased portion of the Premises by the subtenant,
operating expenses are increased, then Tenant shall pay to Landlord, within ten
(10) days after demand, as additional rent, all resulting increases in operating
expenses;

                  (6) the subletting shall be expressly subject to all of the
terms, covenants, conditions and obligations on Tenant's part to be observed and
performed under this Lease and the further condition and restriction that the
sublease shall not be materially modified without the prior written consent of
Landlord, which consent shall


<PAGE>

not be unreasonably withheld, conditioned or delayed or assigned (by operation
of law or otherwise; for purposes of this clause (6), the transfer of a majority
of the issued and outstanding capital stock of any corporate subtenant or the
transfer of a majority of the total interest in a subtenant (if a partnership or
other entity), however accomplished, whether in a single transaction or in a
series of related or unrelated transactions, shall be deemed an assignment of
the sublease, except that the transfer of the outstanding capital stock of a
corporate subtenant shall be deemed not to include the sale of such stock by
persons other than those deemed "insiders" within the meaning of the Securities
Exchange Act of 1934, as amended, which sale is effected through the
"over-the-counter market" or through any recognized stock exchange) encumbered
or otherwise transferred or the subleased premises further sublet by the
subtenant in whole or in part, or any part thereof suffered or permitted by the
subtenant to be used or occupied by others, without the prior written consent of
Landlord in each instance;

                  (7) the subletting shall end no later than one (1) day before
the Expiration Date and shall not be for a term of less than two (2) years
unless it commences less than two (2) years before the Expiration Date
(provided, however, that Tenant shall have the one- time right to sublease the
Seventh Floor Space (or a portion thereof, subject to clause (8) of this Section
12.6) for a term of less than two (2) years that commences more than two (2)
years prior to the Expiration Date);

                  (8) no subletting shall be for less than Five Thousand (5,000)
contiguous rentable square feet and at no time shall there be more than three
(3) occupants, including Tenant, on any one (1) floor of the Premises; and

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

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

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

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

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


<PAGE>

                        (v) bound by any obligation to perform any work or to
make improvements to the Premises, or portion thereof demised by such sublease,
or

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

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

If Tenant proposes to sublet a portion of the Premises then, unless the context
otherwise requires, references in this Section 12.6 to the Premises shall be
deemed to refer to the portion of the Premises proposed to be sublet by Tenant.
Landlord shall have the right to enter into a Recapture Sublease or a Recapture
Termination on the terms set forth in this Article 12 in respect of Tenant's
proposed subleasing of all or any portion of the Premises.

            (B) Except as otherwise provided in Section 12.4 hereof and subject
to the terms of this Section 12.6(B), if (x) Tenant proposes to sublet all or
any portion of the Premises in respect of which Landlord does not have the right
to enter into a Recapture Sublease or a Recapture Termination, or (y) Tenant
proposes to sublet all or any portion of the Premises in respect of which (I)
Landlord had the right to enter into a Recapture Sublease or a Recapture
Termination, (II) Tenant gave a Recapture Statement to Landlord as contemplated
by Section 12.6(C) hereof, and (III) Landlord did not exercise Landlord's rights
to enter into a Recapture Sublease or a Recapture Termination in respect
thereof, then Tenant shall submit a statement to Landlord (a "Tenant Statement")
containing the following information: (a) a description of the Premises (or a
portion thereof) to be sublet, (b) the name of the proposed subtenant, (c) the
material terms and conditions of the proposed subletting, including, without
limitation, the rent payable, the free rent period (if any) and the estimated
value (including cost, overhead and supervision) of any improvements (including
any demolition to be performed) to the Premises for occupancy by the proposed
subtenant, and (d) any other information that Landlord may reasonably request
within five (5) Business Days of Landlord's receipt of the Tenant Statement,
together with a statement specifically directing Landlord's attention to the
provisions of this Section 12.6(B) requiring Landlord to respond to Tenant's
request within fifteen (15) Business Days after Landlord's receipt of the Tenant
Statement. If Landlord fails to notify Tenant within fifteen (15) Business Days
after the date when Tenant gives the Tenant Statement to Landlord of Landlord's
consent to or disapproval of the proposed subletting pursuant to the Tenant
Statement as contemplated by Section 12.6(A) hereof, or if Landlord consents to
such subletting as provided in Section 12.6(A) hereof, then Tenant shall have
the right to sublease the Premises (or the applicable portion thereof) to the
proposed subtenant on the same terms and conditions set forth in the Tenant
Statement. If Tenant does not enter into such sublease within one hundred twenty
(120) days after the delivery of the Tenant Statement to Landlord, then the


<PAGE>

provisions of Section 12.1 hereof and this Section 12.6 shall again be
applicable to any other proposed subletting. If Tenant enters into such sublease
within one hundred twenty (120) days as aforesaid, then Tenant shall deliver a
true, complete and fully executed counterpart of such sublease to Landlord
within ten (10) days after execution thereof.

            (C) Subject to the terms of this Section 12.6(C), if Tenant proposes
to sublease all or any portion of the Premises in respect of which Landlord has
the right to enter into a Recapture Sublease or a Recapture Termination, then
Tenant shall submit a statement to Landlord (a "Recapture Statement") containing
the following information: (a) a description of the Premises (or portion
thereof) to be sublet, (b) the material terms and conditions of the proposed
subletting, including, without limitation, the term of such proposed subletting,
the rent payable, the free rent period (if any), and the estimated value
(including cost, overhead and supervision) of any improvements (including any
demolition to be performed) to the Premises for occupancy by a subtenant, and
(c) any other information that Landlord may reasonably request within five (5)
Business Days after Landlord's receipt of the Recapture Statement (but excluding
the identity of the proposed subtenant), together with a statement specifically
directing Landlord to respond to Tenant's request within thirty (30) days after
Landlord's receipt of the Recapture Statement. Landlord shall have the right,
exercisable within thirty (30) days after Landlord's receipt of the Recapture
Statement, (x) to sublet (in its own name or that of its designee) the Premises
(or the applicable portion thereof) (the "Recapture Space") from Tenant on the
terms and conditions set forth in the Recapture Statement, subject to the
further provisions of paragraph (D) of this Section 12.6, or (y) with respect to
a proposed sublease of any portion of the Premises for the balance of the Term
with respect to which Landlord would otherwise have the right to enter into a
Recapture Sublease, to terminate this Lease with respect to such Recapture Space
on the terms set forth in Section 12.6(H) hereof by giving notice thereof to
Tenant within thirty (30) days after Landlord's receipt of the Recapture
Statement (such termination of this Lease with respect to the Recapture Space
being referred to herein as a "Recapture Termination") (it being agreed that for
purposes of this clause (C), any proposed sublease shall be deemed to be for the
balance of the Term if the last day of the term of such
proposed sublease occurs later than two (2) years prior to the Fixed Expiration
Date). If (x) Tenant gives a Recapture Statement to Landlord as contemplated by
this Section 12.6(C), (y) Landlord does not exercise Landlord's rights to enter
into a Recapture Sublease or a Recapture Termination (as the case may be) in
respect thereof, and (z) Tenant does not give a Tenant Statement in respect of
such subletting within one hundred eighty (180) days after the delivery of the
Recapture Statement to Landlord, then the provisions of Section 12.1 hereof and
this Section 12.6 shall again be applicable to any other proposed subletting
therefor (including, without limitation, the requirement that Tenant deliver to
Landlord a Recapture Notice therefor). If, at any time during the one hundred
eighty (180) day period commencing on the date when Tenant gives a Recapture
Statement to Landlord, the sublease rental, the term, the portion of the
Premises that Tenant proposes to sublet, or any other term set forth in such
Recapture Statement changes in any material respect such that (I) there is a


<PAGE>

greater than ten percent (10%) variance in the space proposed to be sublet from
the space specified in the Recapture Statement, or (II) there is a greater than
ten percent (10%) decrease in the value to Tenant of the aggregate economic
terms of the proposed sublease specified in the Recapture Statement (taking into
account, without limitation, work to be performed, work allowances, and free
rent periods), then Tenant shall not have the right to enter into any sublease
unless Tenant gives Landlord a revised Recapture Statement in respect thereof,
and the procedure described in this Section 12.6(C) shall again apply. Tenant's
submission of such revised Recapture Statement shall be accompanied by a
statement directing Landlord to respond to Tenant's request within five (5)
Business Days after Landlord's receipt of such revised Recapture Statement.
Landlord shall have the right, exercisable within five (5) Business Days after
Landlord's receipt of the revised Recapture Statement, to enter into a Recapture
Sublease (on the terms and conditions set forth in the revised Recapture
Statement, subject to the further provisions of paragraph (D) of this Section
12) or a Recapture Termination (if the term of the proposed sublease pursuant to
such revised Recapture Statement is (or is deemed to be) for the balance of the
Term). Landlord acknowledges that Tenant shall have the right to give the Tenant
Statement and the Recapture Statement simultaneously.

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

                  (1) be at a rental equal to the lesser of (x) the Rent Per
Square Foot multiplied by the number of rentable square feet of the Recapture
Space, and (y) the sublease rent set forth in the Tenant Statement, and
otherwise be upon the same terms and conditions as those contained in this Lease
(as modified by the Tenant Statement, including, without limitation, the
obligation to pay the rental set forth in the Tenant Statement), except such as
are irrelevant or inapplicable and except as otherwise expressly set forth to
the contrary in this paragraph (D);

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

                  (3) provide in substance that any such changes, alterations,
and improvements made in the Recapture Space may be removed, in whole or in
part, prior to or upon the expiration or other termination of the Recapture
Sublease provided that any material damage and injury caused thereby shall be
repaired (it being agreed that (I) any Specialty Alterations in the Recapture
Space shall be removed and the Recapture Space restored to the condition
existing on the day immediately prior to the commencement of the term of the
Recapture Sublease if (x) so provided in the Recapture Statement, and (y) the
term of such Recapture Sublease is for less than the balance of the Term, (II)
if the term of such Recapture Sublease is for the balance of


<PAGE>

the Term, then any Specialty Alteration in the Recapture Space shall be deemed a
Qualified Specialty Alteration to the extent the Recapture Statement provided
for the proposed subtenant to remove such Specialty Alteration, and (III) if
Landlord fails to fulfill its obligation to remove any Specialty Alterations
from the Recapture Space and restore the Recapture Space as aforesaid, and
Tenant so notifies Landlord, then Tenant, from and after the day that is thirty
(30) days after the day that Tenant gives such notice and Landlord fails to
fulfill such obligation, shall have the right to (x) remove such Specialty
Alterations and restore the Recapture Space as aforesaid, and (y) offset against
the Rental next due hereunder an amount equal to the reasonable out-of-pocket
expenses incurred by Tenant in performing such work together with interest
thereon at the Applicable Rate computed from the date that Tenant paid such
expense on account of such work through the date that Tenant offsets such
expenses against the Rental as aforesaid);

                  (4) provide that (i) the parties to such Sublease expressly
negate any intention that any estate created under such Sublease be merged with
any other estate held by either of said parties, (ii) prior to the commencement
of the term of the Recapture Sublease, Tenant, at its sole cost and expense
(unless the Tenant Statement provides otherwise), shall make such alterations as
may be required or reasonably deemed necessary by the subtenant to physically
separate the Recapture Space, if such Recapture Space constitutes a portion of a
floor, from the balance of the Premises and to provide appropriate means of
ingress to and egress thereto and to the public portions of the balance of the
floor such as toilets, janitor's closets, telephone and electrical closets, fire
stairs, elevator lobbies, etc., and (iii) at the expiration of the term of such
Recapture Sublease, Tenant shall accept the Recapture Space in its then existing
condition, broom clean except as provided in Section 12.6(D)(3) hereof;

                  (5) provide that the subtenant or occupant may use and occupy
the Recapture Space for any lawful purpose (without regard to any limitation set
forth in the Tenant Statement); and

                  (6) not require the subtenant thereunder to post a security
deposit.

            (E) Performance by Landlord, or its designee, under a Recapture
Sublease shall be deemed performance by Tenant of any similar obligation under
this Lease and Tenant shall not be liable for any default under this Lease or
deemed to be in default hereunder if such default is occasioned by or arises
from any act or omission of the subtenant under the Recapture Sublease or is
occasioned by or arises from any act or omission of any occupant under the
Recapture Sublease. If Landlord or its designee fails to make any payment due to
Tenant under the Recapture Sublease, Tenant shall have the right to offset the
amount thereof against the next Rental due hereunder.

            (F) If Landlord is unable to give Tenant possession of the Recapture


<PAGE>

Space at the expiration of the term of the Recapture Sublease by reason of the
holding over or retention of possession of any tenant or other occupant, then
(w) Landlord, at Landlord's expense, shall use commercially reasonable efforts
to deliver possession of the Recapture Space, (x) Landlord shall continue to pay
all charges previously payable, and comply with all other obligations, under the
Recapture Sublease until the date upon which Landlord shall give Tenant
possession of the Recapture Space free of occupancies, (y) neither the
Expiration Date nor the validity of this Lease shall be affected, and (z) Tenant
waives any rights under Section 223-a of the Real Property Law of New York, or
any successor statute of similar import, to rescind this Lease and further
waives the right to recover any damages from Landlord which may result from the
failure of Landlord to deliver possession of the Recapture Space at the end of
the term of the Recapture Sublease.

            (G) The failure by Landlord to exercise its option under Section
12.6(B) with respect to any subletting shall not be deemed a waiver of such
option with respect to any extension of such subletting (other than pursuant to
a renewal right set forth in the relevant Tenant Statement and the corresponding
sublease) or any subsequent subletting of the Premises affected thereby.

            (H) If Landlord exercises Landlord's right to consummate a Recapture
Termination in respect of the Recapture Space and the Recapture Space
constitutes the then entire Premises, then the Lease shall terminate on the date
that the term of the sublease proposed initially by Tenant would have commenced
and the provisions of Article 20 hereof shall apply. If Landlord exercises
Landlord's right to consummate a Recapture Termination in respect of Recapture
Space that constitutes a portion of the Premises, then:

                  (1) on the date that the term of the sublease proposed
initially by Tenant would have commenced, the Recapture Space shall be deemed to
be deleted from the Premises, and accordingly, on such date, Tenant shall
deliver exclusive possession of the Recapture Space to Landlord in the condition
required hereby upon the expiration or earlier termination of the Term, free and
clear of leases, tenancies and rights of occupants;

                  (2) effective on such date, the Fixed Rent payable hereunder
shall be reduced by an amount equal to the product obtained by multiplying (I)
the number of square feet of rentable area that comprises the Recapture Space,
and (II) each of the applicable amounts set forth on Exhibit "G" attached hereto
that corresponds to the period from such date to the Fixed Expiration Date;

                  (3) effective on such date, the Space Factor shall be reduced
by an amount equal to the number of square feet of rentable area that comprises
the Recapture Space;

                  (4) effective on such date, Tenant's Share shall be
recalculated


<PAGE>

as the fraction, the numerator of which shall be the number of
square feet of rentable area then constituting the Premises, and the denominator
of which shall be the rentable area of the Building (exclusive of any space
leased for retail use); and

                  (5) prior to the date that the term of the sublease proposed
initially by Tenant would have commenced (unless the Recapture Statement
provides otherwise), Tenant, at its sole cost and expense (unless the Recapture
Statement provides otherwise), shall make such Alterations as may be required or
reasonably deemed necessary by Landlord to physically separate the Recapture
Space, if such Recapture Space constitutes a portion a floor, from the balance
of the Premises and to provide appropriate means of ingress to and egress
thereto and to the public portions of the balance of the floor such as toilets,
janitor's closets, telephone and electrical closets, fire stairs, elevator
lobbies, etc.

      Section 12.7. (A) In connection with any subletting of all or any portion
of the Premises other than pursuant to Section 12.4(A), Tenant shall pay to
Landlord an amount equal to seventy percent (70%) of any Sublease Profit derived
therefrom. Anything contained herein to the contrary notwithstanding Tenant
shall not be entitled to any proceeds derived from or relating to (directly or
indirectly) any subletting of the Recapture Space by Landlord or its designee to
a subtenant. All sums payable hereunder by Tenant shall be calculated on an
annualized basis, but shall be paid to Landlord, as additional rent, within ten
(10) days after receipt thereof by Tenant.

            (B) For purposes of this Lease:

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

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

                  (3) "Sublease Rent" shall mean any rent or other consideration
paid to Tenant directly or indirectly by any subtenant or any other amount
received by Tenant from or in connection with any subletting (including, but not
limited to, sums paid for the sale or rental, or consideration received on
account of any contribution, of Tenant's Property or sums paid in connection
with the supply of electricity or HVAC) less the Sublease Expenses.

                  (4) "Sublease Expenses" shall mean: (i) in the event of a sale
of Tenant's Property, the then unamortized or undepreciated cost thereof
determined on the basis of Tenant's federal income tax returns, (ii) the
reasonable out-of-pocket costs and expenses of Tenant in making such sublease,
such as brokers' fees, attorneys' fees, and advertising fees paid to unrelated
third parties, (iii) any sums paid to Landlord pursuant to Section 12.2(B)
hereof, (iv) the cost of improvements or alterations made



<PAGE>

by Tenant expressly and solely for the purpose of preparing that portion of the
Premises for such subtenancy if not used by Tenant subsequent to the expiration
of the term of the sublease, (v) the cost of any other concession granted to the
subtenant other than free rent or any rent credit, and (vi) the unamortized or
undepreciated cost of any Tenant's Property leased to and used by such
subtenant. In determining Sublease Rent, the costs set forth in clauses (ii),
(iii), (iv) and (v) shall be amortized on a straight-line basis over the term of
such sublease and the costs set forth in clause (vi) shall be amortized on a
straight line basis over the greater of the longest useful life of such
improvements, alterations or Property (as permitted pursuant to the Internal
Revenue Code of 1986, as amended) and the term of such sublease.

                  (5) "Sublease Rent Per Square Foot" shall mean the Sublease
Rent divided by the rentable square feet of the space demised under the sublease
in question.

                  (6) Sublease Profit shall be recalculated from time to time to
reflect any corrections in the prior calculation thereof due to (i) subsequent
payments received or made by Tenant, (ii) the final adjustment of payments to be
made by or to Tenant, and (iii) mistake. Promptly after receipt or final
adjustment of any such payments or discovery of any such mistake, Tenant shall
submit to Landlord a recalculation of the Sublease Profit, and an adjustment
shall be made between Landlord and Tenant, on account of prior payments made or
credits received pursuant to this Section 12.7. In addition, if Sublease
Expenses utilized for the purpose of calculating Sublease Profit included an
amount attributable to the cost of the improvements made by Tenant expressly and
solely for the purpose of preparing the Premises or a portion thereof for the
occupancy of the subtenant and subsequent to the expiration of the sublease such
improvements and/or alterations were not demolished and/or removed and Tenant
reoccupies the Premises or portion thereof demised under such sublease, Sublease
Profits shall be recalculated as if the cost of such improvements and/or
alterations were not incurred by Tenant and Tenant promptly shall pay to
Landlord seventy percent (70%) of the additional amount of such Sublease Profit
resulting from such recalculation.

      Section 12.8. (A) Notwithstanding the provisions of Section 12.1 hereof
but subject to the provisions of Section 12.4 hereof, if Landlord shall not
exercise its rights pursuant to paragraph (B)(2) of this Section 12.8, Landlord
shall not unreasonably withhold condition or delay its consent to an assignment
of this Lease in its entirety provided that:

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

                  (2) upon the date Tenant delivers the Assignment Statement to
Landlord and upon the date immediately preceding the date of any assignment
approved by Landlord, the proposed assignee shall have a financial standing
(taking into consideration the obligations of the proposed assignee under this
Lease)


<PAGE>

reasonably satisfactory to Landlord, be of a character, be engaged in a
business, and propose to use the Premises in a manner in keeping with the
standards in such respects of the other tenancies in the Building;

                  (3) if Landlord has or within one hundred eighty (180) days
thereafter reasonably expects to have comparable space in the Building available
for leasing, the proposed assignee (or any Person who is an Affiliate of the
proposed assignee) shall not be a tenant or subtenant of any space in the
Building, nor shall the proposed assignee (or any Person who is an Affiliate of
the Proposed Assignee) be a Person with whom Landlord is negotiating or
discussing to lease space in the Building (it being agreed, however, that the
proposed assignee may be an Affiliate of a Person with whom Landlord is
negotiating or discussing to lease space in the Building or an Affiliate of a
tenant or subtenant of the Building, so long as in either case (x) the proposed
assignee constitutes a separate business entity that has operated independently
as a separate entity from such Person with whom Landlord is negotiating or
discussing as aforesaid, or from such tenant or subtenant in the Building, in
either case for at least two (2) years, and (y) such proposed subtenant was not
formed for the purpose of circumventing the requirements of this clause (3));

                  (4) the proposed use of the Premises by the proposed assignee
shall not (a) be likely to increase Landlord's operating expenses beyond that
which would be incurred for use by Tenant; (b) increase the burden on existing
cleaning services or elevators over the burden prior to such proposed
assignment; (c) violate any provision or restrictions herein relating to the use
or occupancy of the Premises; (d) require any alterations, installations,
improvements, additions or other physical changes to be performed in or made to
any portion of the Building or the Real Property other than the Premises; or (e)
violate any provision or restrictions in any Superior Lease or Mortgage to which
this Lease is subordinate; if Landlord shall have consented to an assignment
and, as a result of the use and occupancy of the Premises by Tenant/assignee,
operating expenses are increased, then Tenant shall pay to Landlord, within
thirty (30) days after demand, as additional rent, all resulting increases in
operating expenses; and

                  (5) the assignee shall agree to assume all of the obligations
of Tenant under this Lease from and after the date of the assignment.

            (B) (1) Subject to the terms of this Section 12.8(B), if Tenant
proposes to assign the tenant's interest hereunder in its entirety, then Tenant
shall submit a statement to Landlord (the "Assignment Statement") containing the
following information: (i) the essential terms and conditions of the proposed
assignment, including, without limitation, the consideration payable for such
assignment and the estimated value (including cost, overhead and supervision) of
any improvements (including any demolition to be performed) to the Premises
proposed to be made by Tenant to prepare the Premises for occupancy by such
assignee, and (ii) any other information that Landlord may reasonably request,
together with a statement


<PAGE>

specifically directing Landlord's attention to the provisions of this Section
12.8(B) requiring Landlord to respond to Tenant's request within (x) forty-five
(45) days (if Tenant does not identify the proposed assignee in the Assignment
Statement) or (y) fifteen (15) Business Days (if Tenant identifies the proposed
assignee in the Assignment Statement), as the case may be, after Landlord's
receipt of the Assignment Statement (it being understood that Tenant shall not
be required to identify the proposed assignee in the Assignment Statement).
Tenant shall not be required to deliver an Assignment Statement in respect of
assignments that do not require Landlord's prior approval as provided in Section
12.4 hereof.

                  (2) Landlord shall have the right, exercisable by written
notice given by Landlord to Tenant within forty-five (45) days after Landlord's
receipt of the Assignment Statement, to terminate this Lease (an "Assignment
Termination"), in which event the Term shall expire on the proposed effective
date set forth in the Assignment Statement, or if none, on a date set by
Landlord that is not later than ninety (90) days after the date of Landlord's
notice, and Tenant shall vacate the Premises and surrender the same to Landlord
on such date set by Landlord in accordance with the provisions of Article 20
hereof; provided, however, that the aforesaid period of forty-five (45) days
shall be reduced to fifteen (15) Business Days if Tenant identifies the proposed
assignee in the Assignment Statement.

                  (3) If Landlord fails to notify Tenant within said forty-five
(45) day period (or said fifteen (15) Business Day period, as the case may be)
of Landlord's intention to exercise its rights pursuant to paragraph (B)(2) of
this Section 12.8 (or if Landlord notifies Tenant that Landlord is not
exercising its rights pursuant to paragraph (B)(2) of this Section 12.8) or of
Landlord's consent to or disapproval of the proposed assignment pursuant to the
Assignment Statement, or if Landlord consents to such assignment as provided in
Section 12.8(A) hereof, then Tenant shall be free to assign the Premises to the
proposed assignee on substantially the same terms and conditions set forth in
the Assignment Statement (it being understood that with respect to proposed
assignments in respect of which Landlord had the right to exercise Landlord's
rights as set forth in Section 12.8(B)(2) hereof, Tenant's rights to so assign
this Lease shall be subject to the terms hereof, including, without limitation,
Landlord's right to approve the assignee under Section 12.8(A) hereof). If
Tenant does not enter into such assignment within one hundred eighty (180) days
after the delivery of the Assignment Statement to Landlord, then the provisions
of this Section 12.8 shall again be applicable in their entirety to any proposed
assignment. If, at any time after delivery of an Assignment Statement, the
consideration payable to Tenant pursuant to the terms of an assignment
transaction that Tenant proposes with an independent third party changes in any
material respect such that there is a greater than ten percent (10%) decrease in
the value to Tenant of the aggregate economic terms of the proposed assignment
specified in the Assignment Statement, then Tenant shall promptly notify
Landlord of such change in writing and Landlord shall have the right,
exercisable within ten (10) Business Days after Landlord's receipt of such
revised Assignment Statement, to effect an Assignment Termination pursuant to
paragraph (B)(2) of this Section 12.8. Prior to


<PAGE>

entering into any such assignment, Tenant shall notify Landlord in
writing of the identity of the proposed assignee (if not identified in the
Assignment Statement) so that Landlord may exercise its reasonable approval
rights pursuant to this Section 12.8. If Landlord shall fail to notify Tenant
within fifteen (15) Business Days of Landlord's receipt of the identity of the
proposed assignee, Tenant shall have the right to assign the Lease to such
proposed assignee for the terms set forth in the Assignment Statement (as the
same may have been modified, as aforesaid) pursuant to an assignment which shall
otherwise be subject to the terms and conditions of this Lease.

                  (4) If Tenant proposes to assign this Lease and is about to
commence negotiations with a prospective assignee, Tenant may supply Landlord
with a list of Persons with whom Tenant plans to negotiate an assignment, and
Landlord shall notify Tenant within ten (10) days after Landlord's receipt of
such list if such Persons would violate the provisions of paragraph (A)(3) of
this Section 12.8. If (x) Landlord does not so notify Tenant within such ten
(10) day period, and (y) Tenant submits an Assignment Statement to Landlord
within the one hundred eighty (180) day period of time commencing on the day
after the end of such ten (10) day period, then Landlord, during such succeeding
one hundred eighty (180) day period, shall not have the right to withhold,
delay, or condition its consent to the assignment contemplated by such
Assignment Statement solely by reason of such proposed assignee being (i) a
Person (or an Affiliate of a Person) with whom Landlord is negotiating or
discussing to lease space in the Building, or (ii) a tenant or subtenant in the
Building or an Affiliate of a tenant or subtenant of the Building.

            (C) If Tenant shall assign this Lease, Tenant shall deliver to
Landlord, within five (5) days after execution thereof, (x) a duplicate original
instrument of assignment in form and substance reasonably satisfactory to
Landlord, duly executed by Tenant, and (y) an instrument in form and substance
reasonably satisfactory to Landlord, duly executed by the assignee, in which
such assignee shall assume observance and performance of, and agree to be
personally bound by, all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed.

            (D) Except in connection with an assignment pursuant to Section
12.4(A), Tenant shall pay to Landlord, upon receipt thereof, an amount equal to
seventy percent (70%) of all Assignment Proceeds. For purposes of this paragraph
(D), "Assignment Proceeds" shall mean all consideration paid to Tenant, directly
or indirectly, by any assignee, including Landlord pursuant to paragraph (B) of
this Section 12.8, or any other amount received by Tenant from or in connection
with any assignment (including, but not limited to, sums paid for the sale or
rental, or consideration received on account of any contribution, of Tenant's
Property) after deducting therefrom: (i) in the event of a sale (or
contribution) of Tenant's Property, the then unamortized or undepreciated cost
thereof determined on the basis of Tenant's federal income tax returns, (ii) the
reasonable out-of-pocket costs and expenses of Tenant in making such assignment,
such as brokers' fees, attorneys' fees, and advertising fees paid to unrelated
third parties, (iii) any payments required to be made


<PAGE>

by Tenant in connection with the assignment of its interest in this Lease
pursuant to Article 31-B of the Tax law of the State of New York or any real
property transfer tax of the United States or the City or State of New York
(other than any income tax), (iv) any sums paid by Tenant to Landlord pursuant
to Section 12.2(B) hereof, (v) the cost of improvements or alterations made by
Tenant expressly and solely for the purpose of preparing the Premises for such
assignment, as determined by Tenant's federal income tax returns, (vi) the
unamortized or undepreciated cost of any Tenant's Property leased to and used by
such assignee, (vii) the cost of any other concession granted to the assignee,
and (viii) the then unamortized or undepreciated cost of the Alterations
determined on the basis of Tenant's federal income tax returns less the
Applicable Tenant Fund. If the consideration paid to Tenant for any assignment
shall be paid in installments, then the expenses specified in this paragraph (D)
shall be amortized over the period during which such installments shall be
payable.

      Section 12.9. Notwithstanding any other provision of this Lease, neither
Tenant nor any direct or indirect assignee or subtenant of Tenant may enter into
any lease, sublease, license, concession or other agreement for use, occupancy
or utilization of space in the Premises which provides for a rental or other
payment for such use, occupancy or utilization based in whole or in part on the
net income or profits derived by any person from the property leased, occupied
or utilized, or which would require the payment of any consideration which would
not fall within the definition of "rents from real property", as that term is
defined in Section 856(d) of the Internal Revenue Code of 1986, as amended.

                                   ARTICLE 13
                                  ELECTRICITY

      Section 13.1. Tenant shall at all times comply with the rules,
regulations, terms and conditions applicable to service, equipment, wiring and
requirements of the public utility supplying electricity to the Building. The
risers and other electrical installations serving the Tenth Floor Space shall be
capable of supplying on a demand load basis eight (8) watts of electricity per
usable square foot of the Tenth Floor Space at the electrical closets serving
the Premises (exclusive of the electricity required for HVAC). The risers and
other electrical installations serving the Seventh Floor Space shall be capable
of supplying on a demand load basis seven (7) watts of electricity per usable
square foot of the Seventh Floor Space (exclusive of the electricity required
for HVAC); provided, however, that by notice given by Tenant to Landlord not
later than sixty (60) days after the Seventh Floor Space Commencement Date,
Tenant shall have the right with respect to the Seventh Floor Space to increase
such supplied wattage to eight (8) watts. If Tenant elects to so increase such
wattage with respect to the Seventh Floor Space, then Tenant shall pay to
Landlord within thirty (30) days after demand therefor, an amount equal to
Sixty-Five Thousand Dollars ($65,000) to provide such additional wattage at the
electrical closet serving the Seventh Floor Space. Tenant shall not use any
electrical equipment which, in Landlord's reasonable judgment, would exceed such


<PAGE>

capacity or interfere with the electrical service to other tenants of the
Building. In the event that, in Landlord's sole judgment, Tenant's electrical
requirements necessitate installation of an additional riser, risers or other
proper and necessary equipment, Landlord shall so notify Tenant of same. Within
ten (10) Business Days after receipt of such notice, Tenant shall either cease
such use of such additional electricity or shall request that additional
electrical capacity (specifying the amount requested) be made available to
Tenant. Landlord, in Landlord's sole judgment shall determine whether to make
available such additional electrical capacity to Tenant and the amount of such
additional electrical capacity to be made available. If Landlord shall
agree to make available additional electrical capacity and the same necessitates
installation of an additional riser, risers or other proper and necessary
equipment, including, without limitation, any switchgear, the same shall be
installed by Landlord. Any such installation shall be made at Tenant's sole cost
and expense, and shall be chargeable and collectible as additional rent and paid
within thirty (30) days after the rendition of a bill to Tenant therefor.
Landlord shall not be liable in any way to Tenant for any failure or defect in
the supply or character of electric service furnished to the Premises by reason
of any requirement, act or omission of the utility serving the Building or for
any other reason not attributable to the negligence of Landlord, whether
electricity is provided by public or private utility or by any electricity
generation system owned and operated by Landlord.

      Section 13.2. Tenant shall obtain electric energy directly from the public
utility furnishing electric service to the Building. The costs of such service
shall be paid by Tenant directly to such public utility. Such electricity may be
furnished to Tenant by means of the existing electrical facilities serving the
Premises, at no charge, to the extent the same are available, suitable and safe
for such purposes. All meters and all additional panel boards, feeders, risers,
wiring and other conductors and equipment which may be required to obtain
electricity shall be installed by Landlord at Tenant's expense.

                                   ARTICLE 14
                               ACCESS TO PREMISES

      Section 14.1. (A) Subject to the provisions of Section 14.1(C) below,
Tenant shall permit Landlord, Landlord's agents, representatives, contractors
and employees and public utilities servicing the Building to erect, use and
maintain, concealed ducts, pipes and conduits in and through the Premises.
Landlord, Landlord's agents, representatives, contractors, and employees and the
agents, representatives, contractors, and employees of public utilities
servicing the Building shall have the right to enter the Premises at all
reasonable times upon reasonable prior notice (except in the case of an
emergency in which event Landlord and Landlord's agents, representatives,
contractors, and employees may enter without prior notice to Tenant), which
notice may be oral, to examine the same, to show them to prospective purchasers,
or prospective or existing Mortgagees or Lessors, and to make such


<PAGE>

repairs, alterations, improvements, additions or restorations (1) to the
Premises (i) as Landlord is required to perform pursuant to this Lease, or (ii)
which Landlord may elect to perform following ten (10) days after notice, except
in the case of an emergency (in which event Landlord and Landlord's agents,
representatives, contractors, and employees may enter without prior notice to
Tenant), following Tenant's failure to make repairs or perform any work which
Tenant is obligated to make or perform under this Lease, or (iii) for the
purpose of complying with any Requirements, a Superior Lease or a Mortgage, and
(2) to any other portion of the Building as Landlord may deem necessary or
desirable, and Landlord shall be allowed to take all material into and upon the
Premises that may be required therefor without the same constituting an eviction
or constructive eviction of Tenant in whole or in part and, except as set forth
in Section 14.5 hereof, the Fixed Rent (and any other item of Rental) shall in
no wise abate while said repairs, alterations, improvements, additions or
restorations are being made, by reason of loss or interruption of business of
Tenant, or otherwise.

            (B) Any work performed or installations made pursuant to this
Article 14 shall be made with reasonable diligence and otherwise pursuant to the
provisions of Section 4.3 hereof.

            (C) Except as hereinafter provided, any pipes, ducts, or conduits
installed in or through the Premises pursuant to this Article 14 shall be
concealed behind, beneath or within partitioning, columns, ceilings or floors
located or to be located in the Premises. Notwithstanding the foregoing, any
such pipes, ducts, or conduits may be furred at points immediately adjacent to
partitioning columns or ceilings located or to be located in the Premises,
provided that the same are completely furred and that the installation of such
pipes, ducts, or conduits, when completed, shall not reduce the usable area of
the Premises beyond a de minimis amount. All costs and expenses in connection
with any such installation pursuant to this clause (C), including the costs of
repairing and restoring any portion of the Premises affected by such
installation, shall be borne by Landlord.

      Section 14.2. During the twelve (12) month period prior to the Expiration
Date, Landlord may exhibit the Premises to prospective tenants thereof upon
prior appointment with Tenant during regular business hours.

      Section 14.3. If Tenant shall not be present when for any reason entry
into the Premises shall be necessary, Landlord or Landlord's agents,
representatives, contractors or employees may enter the same without rendering
Landlord or such agents liable therefor if during such entry Landlord or
Landlord's agents shall accord reasonable care under the circumstances to
Tenant's Property, and without in any manner affecting this Lease. Nothing
herein contained, however, shall be deemed or construed to impose upon Landlord
any obligation, responsibility or liability whatsoever, for the care,
supervision or repair of the Building or any part thereof, other than as herein
provided.


<PAGE>

      Section 14.4. Landlord also shall have the right at any time, without the
same constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, to change the arrangement or location of entrances
or passageways, doors and doorways, and corridors, elevators, stairs, toilets,
or other public parts of the Building and to change the name, number or
designation by which the Building is commonly known, provided any such change
does not (a) unreasonably reduce, interfere with or deprive Tenant of access to
the Building or the Premises (it being agreed that any permanent reduction in
the number of elevators serving the Premises shall be deemed to unreasonably
interfere with Tenant's access to the Premises) or (b) reduce the rentable area
(except by a de minimis amount) of the Premises. All parts (except surfaces
facing the interior of the Premises) of all walls, windows and doors bounding
the Premises (including exterior Building walls, exterior core corridor walls,
exterior doors and entrances), all balconies, terraces and roofs adjacent to the
Premises, all space in or adjacent to the Premises used for shafts, stacks,
stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling,
plumbing and other mechanical facilities, service closets and other Building
facilities are not part of the Premises, and Landlord shall have the use
thereof, as well as access thereto through the Premises for the purposes of
operation, maintenance, alteration and repair as provided in this Article 14.

      Section 14.5. If, due to any alterations, restorations, work,
installation, or repair (collectively the "Work") performed by Landlord
hereunder or failure by Landlord to perform any of its obligations hereunder
(including, without limitation, Landlord's obligation to provide the services
described in Article 28 hereof), (i) Tenant is unable for at least ten (10)
consecutive days to reasonably operate its business in all or any portion of the
Premises in substantially the same manner as such business was operated prior to
the performance of the Work or such failure, and (ii) such interruption occurs
during Tenant's business hours, then the Fixed Rent and the Escalation Rent
shall be reduced on a per diem basis in the proportion in which the area of the
portion of the Premises which is unusable bears to the total area of the
Premises for each day from and after the aforesaid ten (10) day period that such
portion of the Premises was and remains unusable (it being understood that such
portion of the Premises shall be deemed to be usable if Tenant actually uses
such portion of the Premises for the conduct of business).

                                   ARTICLE 15
                            CERTIFICATE OF OCCUPANCY

      Tenant shall not at any time use or occupy the Premises in violation of
the certificate of occupancy at such time issued for the Premises or for the
Building and in the event that any department of the City or State of New York
shall hereafter contend or declare by notice, violation, order or in any other
manner whatsoever that the Premises are used for a purpose which is a violation
of such certificate of occupancy, Tenant, upon written notice from Landlord or
any Governmental Authority, shall


<PAGE>

immediately discontinue such use of the Premises. On the Commencement Date a
temporary or permanent certificate of occupancy covering the Premises will be in
force permitting the Premises to be used as offices, provided, however, neither
such certificate, nor any provision of this Lease, nor any act or omission of
Landlord, shall be deemed to constitute a representation or warranty that the
Premises, or any part thereof, lawfully may be used or occupied for any
particular purpose or in any particular manner, in contradistinction to mere
"office" use. Landlord shall not cause the certificate of occupancy to be
amended during the Term so as to cause Tenant's use or occupancy of the Premises
in accordance with the terms of this Lease to violate such certificate of
occupancy.

                                   ARTICLE 16
                                     DEFAULT

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

            (A) If Tenant shall default in the payment when due of any
installment of Fixed Rent and such default shall continue for five (5) Business
Days after notice of such default is given to Tenant, or in the payment when due
of any other item of Rental and such default shall continue for five (5)
Business Days after notice of such default is given to Tenant, except that if
Landlord shall have given two (2) such notices in any twelve (12) month period,
Tenant shall not be entitled to any further notice of its delinquency in the
payment of Rental until such time as twelve (12) consecutive months shall have
elapsed without Tenant having defaulted in any such payment; or

            (B) if the entire Premises shall become permanently abandoned; or

            (C) if Tenant shall default in the observance or performance of any
term, covenant or condition on Tenant's part to be observed or performed under
any other lease with Landlord or Landlord's predecessor in interest of space in
the Building and such default shall continue beyond any grace period set forth
in such other lease for the remedying of such default; or,

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

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

                  (2) if Tenant shall commence or institute any case, proceeding
or other action (A) seeking relief on its behalf as debtor, or to adjudicate it
a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation,


<PAGE>

dissolution, composition or other relief with respect to it or its debts under
any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property; or

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

                  (4) if any case, proceeding or other action shall be commenced
or instituted against Tenant (A) seeking to have an order for relief entered
against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its property, which in either of such cases (i) results in
any such entry of an order for relief, adjudication of bankruptcy or insolvency
or such an appointment or the issuance or entry of any other order having a
similar effect or (ii) remains undismissed for a period of ninety (90) days; or

                  (5) if any case, proceeding or other action shall be commenced
or instituted against Tenant seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its property which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within ninety (90) days from the entry thereof; or

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

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

            (F) if Tenant shall fail more than five (5) times during any twelve
(12) month period to pay any installment of Fixed Rent or any item of Rental
when due, after receipt of the notice and the expiration of the applicable grace
period pursuant to the provisions of paragraph (A) above, if such notice and
grace period are then required; or

            (G) if Tenant shall fail to pay any installments of Fixed Rent or
items of Rental when due as required by this Lease, and Landlord shall bring
more than one (1) summary dispossess proceeding during any twelve (12) month
period; or

            (H) if this Lease is assigned (or all or a portion of the Premises
are


<PAGE>

subleased) to a Related Entity and such Related Entity shall no longer (i)
Control, (ii) be under common Control with, or (iii) be under the Control of
Tenant (or any permitted successor by merger, consolidation or purchase as
provided herein); or

            (I) if Landlord shall present the Letter of Credit to the bank which
issued the same in accordance with the provisions of Article 31 hereof, and the
bank shall fail to honor the Letter of Credit and pay the proceeds thereof to
Landlord for any reason whatsoever (other than by virtue of an act or failure to
act of Tenant) and Tenant on or prior to five (5) Business Days after notice of
such failure is given to Tenant fails to pay to Landlord an amount equal to the
Security Amount for the Applicable Security Period; or

            (J) if Landlord shall present the Letter of Credit to the bank which
issued the same in accordance with the provisions of Article 31 hereof, and the
bank shall fail by virtue of an act or failure to act of Tenant to honor the
Letter of Credit and pay the proceeds thereof to Landlord, or

            (K) if Tenant shall fail to provide the Seventh Floor Space Security
Amount in respect of the period of time commencing on the Seventh Floor Space
Commencement Date on or prior to five (5) Business Days after the occurrence of
the Seventh Floor Space Commencement Date; or

            (L) if Tenant shall default in the observance or performance of any
other term, covenant or condition of this Lease on Tenant's part to be observed
or performed and Tenant shall fail to remedy such default within thirty (30)
days after notice by Landlord to Tenant of such default, or if such default is
of such a nature that it cannot with due diligence be completely remedied within
said period of thirty (30) days and Tenant shall not commence within said period
of thirty (30) days, or shall not thereafter diligently prosecute to completion,
all steps necessary to remedy such default.

      Section 16.2. (A) If an Event of Default (i) described in Section 16.1(E)
hereof shall occur, or (ii) described in Sections 16.1(A), (B), (C), (D), (F),
(G), (H), (I), (J), (K) or (L) shall occur and Landlord, at any time thereafter,
at its option gives written notice to Tenant stating that this Lease and the
Term shall expire and terminate on the date Landlord shall give Tenant such
notice, then this Lease and the Term and all rights of Tenant under this Lease
shall expire and terminate as if the date on which the Event of Default
described in clause (i) above occurred the date of such notice, pursuant to
clause (ii) above, as the case may be, were the Fixed Expiration Date and Tenant
immediately shall quit and surrender the Premises, but Tenant shall nonetheless
be liable for all of its obligations hereunder, as provided for in Articles 17
and 18 hereof. Anything contained herein to the contrary notwithstanding, if
such termination shall be stayed by order of any court having jurisdiction over
any proceeding described in Section 16.1(E) hereof, or by federal or state
statute, then, following the expiration of any such stay, or if the trustee
appointed in any such proceeding, Tenant or Tenant as


<PAGE>

debtor-in-possession shall fail to assume Tenant's obligations under this Lease
within the period prescribed therefor by law or within one hundred twenty (120)
days after entry of the order for relief or as may be allowed by the court, or
if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide
adequate protection of Landlord's right, title and interest in and to the
Premises or adequate assurance of the complete and continuous future performance
of Tenant's obligations under this Lease as provided in Section 12.3(B),
Landlord, to the extent permitted by law or by leave of the court having
jurisdiction over such proceeding, shall have the right, at its election, to
terminate this Lease on five (5) days' notice to Tenant, Tenant as
debtor-in-possession or said trustee and upon the expiration of said five (5)
day period this Lease shall cease and expire as aforesaid and Tenant, Tenant as
debtor-in-possession or said trustee shall immediately quit and surrender the
Premises as aforesaid.

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

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

                                   ARTICLE 17
                              REMEDIES AND DAMAGES

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

                  (1) Tenant shall quit and peacefully surrender the Premises to
Landlord, and Landlord and its agents may immediately, or at any time after such
default or after the date upon which this Lease and the Term shall expire and
come to an end, re-enter the Premises or any part thereof, without notice,
either by summary proceedings, or by any other applicable action or proceeding,
or by force or otherwise (without being liable to indictment, prosecution or
damages therefor, except as otherwise provided by law), and may repossess the
Premises and dispossess Tenant


<PAGE>

and any other persons from the Premises and remove any and all of their property
and effects from the Premises; and

                  (2) Landlord, at Landlord's option, may relet the whole or any
portion or portions of the Premises from time to time, either in the name of
Landlord or otherwise, to such tenant or tenants, for such term or terms ending
before, on or after the Expiration Date, at such rental or rentals and upon such
other conditions, which may include concessions and free rent periods, as
Landlord, in its sole discretion, may determine; provided, however, that
Landlord shall have no obligation to relet the Premises or any part thereof and
shall in no event be liable for refusal or failure to relet the Premises or any
part thereof, or, in the event of any such reletting, for refusal or failure to
collect any rent due upon any such reletting, and no such refusal or failure
shall operate to relieve Tenant of any liability under this Lease or otherwise
affect any such liability, and Landlord, at Landlord's option, may make such
repairs, replacements, alterations, additions, improvements, decorations and
other physical changes in and to the Premises as Landlord, in its sole
discretion, considers advisable or necessary in connection with any such
reletting or proposed reletting, without relieving Tenant of any liability under
this Lease or otherwise affecting any such liability.

                  (B) Tenant hereby waives the service of any notice of
intention to re-enter or to institute legal proceedings to that end which may
otherwise be required to be given under any present or future law. Tenant, on
its own behalf and on behalf of all persons claiming through or under Tenant,
including all creditors, does further hereby waive any and all rights which
Tenant and all such persons might otherwise have under any present or future law
to redeem the Premises, or to re-enter or repossess the Premises, or to restore
the operation of this Lease, after (a) Tenant shall have been dispossessed by a
judgment or by warrant of any court or judge, or (b) any re-entry by Landlord,
or (c) any expiration or termination of this Lease and the Term, whether such
dispossess, re-entry, expiration or termination shall be by operation of law or
pursuant to the provisions of this Lease. The words "re-enter," "re-entry" and
"re-entered" as used in this Lease shall not be deemed to be restricted to their
technical legal meanings. In the event of a breach or threatened breach by
Tenant, or any persons claiming through or under Tenant, of any term, covenant
or condition of this Lease, Landlord shall have the right to enjoin such breach
and the right to invoke any other remedy allowed by law or in equity as if
re-entry, summary proceedings and other special remedies were not provided in
this Lease for such breach. The right to invoke the remedies hereinbefore set
forth are cumulative and shall not preclude Landlord from invoking any other
remedy allowed at law or in equity.

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


<PAGE>

                  (1) Tenant shall pay to Landlord all Fixed Rent, Escalation
Rent and other items of Rental payable under this Lease by Tenant to Landlord to
the date upon which this Lease and the Term shall have expired and come to an
end or to the date of re-entry upon the Premises by Landlord, as the case may
be;

                  (2) Tenant also shall be liable for and shall pay to Landlord,
as damages, any deficiency (referred to as "Deficiency") between the Rental for
the period which otherwise would have constituted the unexpired portion of the
Term and the net amount, if any, of rents collected under any reletting effected
pursuant to the provisions of clause (2) of Section 17.1(A) for any part of such
period (first deducting from the rents collected under any such reletting all of
Landlord's expenses in connection with the termination of this Lease, Landlord's
re-entry upon the Premises and with such reletting, including, but not limited
to, all repossession costs, brokerage commissions, legal expenses, attorneys'
fees and disbursements, alteration costs, contribution to work and other
expenses of preparing the Premises for such reletting); any such Deficiency
shall be paid in monthly installments by Tenant on the days specified in this
Lease for payment of installments of Fixed Rent; Landlord shall be entitled to
recover from Tenant each monthly Deficiency as the same shall arise, and no suit
to collect the amount of the Deficiency for any month shall prejudice Landlord's
right to collect the Deficiency for any subsequent month by a similar
proceeding; and

                  (3) whether or not Landlord shall have collected any monthly
Deficiency as aforesaid, Landlord shall be entitled to recover from Tenant, and
Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency as
and for liquidated and agreed final damages, a sum equal to the amount by which
the Rental for the period which otherwise would have constituted the unexpired
portion of the Term (commencing on the date immediately succeeding the last date
with respect to which a Deficiency, if any, was collected) exceeds the then fair
and reasonable rental value of the Premises for the same period, both discounted
to present worth at the Base Rate; if, before presentation of proof of such
liquidated damages to any court, commission or tribunal, the Premises, or any
part thereof, shall have been relet by Landlord to a bona fide independent third
party in an arms' length transaction for the period which otherwise would have
constituted the unexpired portion of the Term, or any part thereof, the amount
of rent reserved upon such reletting shall be deemed, prima facie, to be the
fair and reasonable rental value for the part or the whole of the Premises so
relet during the term of the reletting.

            (B) If the Premises, or any part thereof, shall be relet together
with other space in the Building, the rents collected or reserved under any such
reletting and the expenses of any such reletting shall be equitably apportioned
for the purposes of this Section 17.2. Tenant shall in no event be entitled to
any rents collected or payable under any reletting, whether or not such rents
shall exceed the Fixed Rent reserved in this Lease. Solely for the purposes of
this Article 17, the term "Escalation Rent" as used in Section 17.2(A) shall
mean the Escalation Rent in effect immediately prior to the Expiration Date, or
the date of re-entry upon the Premises by Landlord, as the case



<PAGE>

may be, adjusted to reflect any increase pursuant to the provisions of Article
27 hereof for the Operating Year immediately preceding such event. Nothing
contained in Article 16 hereof or this Article 17 shall be deemed to limit or
preclude the recovery by Landlord from Tenant of the maximum amount allowed to
be obtained as damages by any statute or rule of law, or of any sums or damages
to which Landlord may be entitled in addition to the damages set forth in this
Section 17.2.

                                   ARTICLE 18
                           LANDLORD FEES AND EXPENSES

      Section 18.1. If an Event of Default has occurred and is continuing,
Landlord may (1) as provided in Section 14.1 hereof, perform the obligation
which Tenant has failed to perform for the account of Tenant, or (2) make any
expenditure or incur any obligation for the payment of money, including, without
limitation, reasonable attorneys' fees and disbursements in instituting,
prosecuting or defending any action or proceeding, and the cost thereof, with
interest thereon at the Applicable Rate, shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Landlord within thirty (30) days of
rendition of any bill or statement to Tenant therefor and if the term of this
Lease shall have expired at the time of making of such expenditures or incurring
of such obligations, such sums shall be recoverable by Landlord as damages.

      Section 18.2. If Tenant shall fail to pay any installment of Fixed Rent,
Escalation Rent or any other item of Rental when due, Tenant shall pay to
Landlord, in addition to such installment of Fixed Rent, Escalation Rent or
other item of Rental, as the case may be, as a late charge and as additional
rent, a sum equal to interest at the Applicable Rate on the amount unpaid,
computed from the date such payment was due to and including the date of
payment.

                                   ARTICLE 19
                         NO REPRESENTATIONS BY LANDLORD

      Section 19.1. Landlord and Landlord's agents and representatives have made
no representations or promises with respect to the Building, the Real Property
or the Premises except as herein expressly set forth, and no rights, easements
or licenses are acquired by Tenant by implication or otherwise except as
expressly set forth herein. Tenant shall accept possession of (i) the Tenth
Floor Space in the condition which shall exist on the Commencement Date and (ii)
the Seventh Floor Space in the condition which shall exist on the Seventh Floor
Space Commencement Date, in either case "as is" (subject to the provisions of
Section 4.1 hereof), and Landlord shall have no obligation to perform any work
or make any installations in order to prepare the Premises for Tenant's
occupancy except for (x) the items with respect to the Tenth Floor Space (the
"Tenth Floor Space Landlord's Work") set forth on Exhibit "H" attached hereto
and made a part hereof, and (y) the items with respect to the Seventh


<PAGE>

Floor Space (the "Seventh Floor Space Landlord's Work") set forth on Exhibit "I"
attached hereto and made a part hereof (the Tenth Floor Space Landlord's Work or
the Seventh Floor Space Landlord's Work, as the case may be, being referred to
herein as "Landlord's Work").

      Section 19.2. Subject to the terms of Section 3.6 hereof and this Section
19.2, Landlord has made and makes no representation as to the date on which it
will complete Landlord's Work. Except as set forth herein, no delay in
completing Landlord's Work shall in any way affect the validity of this Lease or
the obligations of Tenant hereunder or give rise to a claim for damages by
Tenant or a claim for rescission of this Lease, nor shall the same be construed
in any wise to extend the Term hereof. Landlord agrees that, subject to
Unavoidable Delay, each item of Landlord's Work shall be prosecuted with due
diligence from and after the Commencement Date or the Seventh Floor Space
Commencement Date, as the case may be; provided, however, that nothing contained
in this Article 19 shall be deemed to impose upon Landlord any obligations to
employ contractors or labor at so-called overtime or other premium pay rates or
to incur any other overtime costs or expenses whatsoever. Landlord shall have
the right to enter the Premises subsequent to the Commencement Date or the
Seventh Floor Space Commencement Date, as the case may be, to perform Landlord's
Work and except as set forth herein the payment of Fixed Rent and Escalation
Rent shall not be affected thereby. Landlord and Tenant shall cooperate in
good faith in connection with scheduling and sequencing Tenant's performance of
the Initial Alterations with Landlord's performance of Landlord's Work. Landlord
shall use commercially reasonable efforts to complete Landlord's Work on or
prior to the Applicable Landlord's Work Date. Subject to the terms of this
Section 19.2, if Landlord does not Substantially Complete Landlord's Work on or
prior to the Applicable Landlord's Work Date therefor, then (a) Landlord shall
use its diligent efforts to complete Landlord's Work as promptly as reasonably
practicable after such date, (b) such failure by Landlord to so Substantially
Complete such Landlord's Work shall not extend the Term except as expressly
provided herein, (c) except as otherwise provided in this Section 19.2, as
Tenant's sole remedy for Landlord's aforesaid failure to Substantially Complete
such Landlord's Work on or prior to the Applicable Landlord's Work Date
therefor, (I) with respect to the Tenth Floor Space, Tenant shall receive a one
(1) day abatement of the Rental due hereunder with respect to the Tenth Floor
Space for each day from and after the Applicable Landlord's Work Date that
Landlord fails to Substantially Complete Landlord's Work with respect to the
Tenth Floor Space and such failure actually delays Tenant's performance of the
Tenth Floor Space Initial Alterations (it being agreed that Tenant shall give
Landlord reasonable evidence of such actual delay), (II) with respect to the
Seventh Floor Space, the Seventh Floor Space Rent Commencement Date shall be
adjourned by one (1) day for each day from and after the Applicable Landlord's
Work Date that Landlord fails to Substantially Complete Landlord's Work with
respect to the Seventh Floor Space and such failure actually delays Tenant's
performance of the Seventh Floor Space Initial Alterations (it being agreed that
Tenant shall give Landlord reasonable evidence of such actual delay), and (III)
the Expiration Date shall be adjourned by one (1) day for (x) each day



<PAGE>

that the Rental is abated (with respect to the Tenth Floor Space) as aforesaid,
or (y) each day that the Seventh Floor Space Rent Commencement Date is so
adjourned (with respect to the Seventh Floor Space), but in no event shall the
Expiration Date be so adjourned by more than thirty (30) days. Landlord and
Tenant each acknowledge that Landlord's Work does not include any items that
constitute Long Lead Work. If (i) Landlord does not Substantially Complete
Landlord's Work on or prior to the Applicable Landlord's Work Date, (ii) Tenant
gives Landlord notice of Tenant's intention to exercise its self- help rights
pursuant to this Section 19.2, and (iii) Landlord fails to Substantially
Complete such Landlord's Work on or prior to the thirtieth (30th) day after the
date that Tenant gives such notice to Landlord, then Tenant shall have the right
thereafter to (I) perform Landlord's Work in the Tenth Floor Space or the
Seventh Floor Space, as the case may be, and (II) offset against the Rental next
due hereunder an amount equal to the reasonable out-of-pocket expenses incurred
by Tenant in performing the Landlord's Work (but in no event may Tenant offset
any expenses on account of any work performed by Tenant that is outside the
scope of the Landlord's Work described on Exhibit "F" or Exhibit "G", as the
case may be, attached hereto), together with interest thereon at the Applicable
Rate computed from the date that Tenant paid such expenses on account of
Landlord's Work through the date that Tenant offsets such expenses against the
Rental as aforesaid. If Tenant performs such Landlord's Work in accordance with
the provisions of this Section 19.2, then, so long as Tenant prosecutes with due
diligence the Substantial Completion of such Landlord's Work, Tenant shall be
entitled to the aforesaid abatement or adjournment, as the case may be (in
addition to having the right of offset as aforesaid) for the period of time
through the date that Tenant Substantially Completes Landlord's Work.

                                   ARTICLE 20
                                  END OF TERM

         Upon the expiration or other termination of this Lease, Tenant shall
quit and surrender to Landlord the Premises, vacant, broom clean, in good order
and condition, ordinary wear and tear and damage for which Tenant is not
responsible under the terms of this Lease excepted, and otherwise in compliance
with the provisions of Article 3 hereof. If the last day of the Term falls on
Saturday or Sunday, this Lease shall expire on the Business Day immediately
preceding. Tenant expressly waives, for itself and for any person claiming
through or under Tenant, any rights which Tenant or any such person may have
under the provisions of Section 2201 of the New York Civil Practice Law and
Rules and of any successor law of like import then in force in connection with
any holdover summary proceedings which Landlord may institute to enforce the
foregoing provisions of this Article 20. Tenant acknowledges that possession of
the Premises must be surrendered to Landlord on the Expiration Date. The parties
recognize and agree that the damage to Landlord resulting from any failure by
Tenant to timely surrender possession of the Premises as aforesaid will be
extremely substantial, will exceed the amount of the monthly installments of the
Fixed Rent and Rental theretofore payable hereunder, and will be impossible to
accurately measure. Tenant therefore agrees that if possession of the Premises
is not



<PAGE>

surrendered to Landlord on the Expiration Date, other than by reason of
any Unavoidable Delay relating solely to the Building, in addition to any other
rights or remedies Landlord may have hereunder or at law, and without in any
manner limiting Landlord's right to demonstrate and collect any damages suffered
by Landlord and arising from Tenant's failure to surrender the Premises as
provided herein, Tenant shall pay to Landlord on account of use and occupancy of
the Premises for each month and/or for each portion of any month during which
Tenant holds over in the Premises after the Expiration Date, a sum equal to the
greater of (i) one hundred fifty percent (150%) of the Rental which was payable
under this Lease during the last month of the Term, and (ii) the then fair
market rental value for the Premises; provided, however, that with respect to
the period from and after the forty-fifth (45th) day after the Expiration Date,
said monthly amount payable by Tenant to Landlord on account of use and
occupancy of the Premises shall be an amount equal to the greater of (i) two
hundred percent (200%) of the Rental which was payable under this Lease during
the last month of the Term, and (ii) the then fair market rental value for the
Premises. Nothing herein contained shall be deemed to permit Tenant to retain
possession of the Premises after the Expiration Date or to limit in any manner
Landlord's right to regain possession of the Premises through summary
proceedings, or otherwise, and no acceptance by Landlord of payments from Tenant
after the Expiration Date shall be deemed to be other than on account of the
amount to be paid by Tenant in accordance with the provisions of this Article
20. If (i) Tenant fails to deliver exclusive possession of the Premises to
Landlord on or prior to the date that is forty-five (45) days after the
Expiration Date pursuant to the terms of this Article 20 other than by reason of
any Unavoidable Delay relating solely to the Building, or (ii) Tenant defaults
in respect of Tenant's obligation to pay the aforesaid fee for use and occupancy
of the Premises after the Expiration Date and such default continues for seven
(7) Business Days after the date that Landlord gives Tenant notice thereof,
then Tenant shall indemnify and save Landlord harmless from and against all
claims, losses, damages, liabilities, costs and expenses (including, without
limitation, attorneys' fees and disbursements) resulting from the delay by
Tenant in so surrendering the Premises, including, without limitation, (x) any
claims made by any succeeding tenant founded on such delay, or (y) any damages
sustained by Landlord by reason of Tenant's failure to deliver possession of the
Premises to Landlord. The provisions of this Article 20 shall survive the
Expiration Date.

                                   ARTICLE 21
                                 QUIET ENJOYMENT

      Provided no Event of Default has occurred and is continuing, Tenant may
peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and
conditions of this Lease.


<PAGE>

                                   ARTICLE 22
                           FAILURE TO GIVE POSSESSION

      Landlord shall deliver vacant and exclusive possession of the Tenth Floor
Space to Tenant on the Commencement Date. Landlord hereby represents that the
Tenth Floor Space is occupied by a tenant pursuant to a lease expiring February
28, 2001. Except as hereinafter provided, Tenant waives any right to rescind
this Lease under Section 223-a of the New York Real Property Law or any
successor statute of similar nature and purpose then in force and further waives
the right to recover any damages which may result from Landlord's failure for
any reason to deliver vacant and exclusive possession of the Seventh Floor Space
to Tenant on the Seventh Floor Space Commencement Date. If Landlord shall be
unable to give vacant and exclusive possession of the Seventh Floor Space on the
Seventh Floor Space Commencement Date, and provided Tenant is not responsible
for such inability to give possession, then (i) Landlord, at Landlord's sole
cost and expense, shall use its diligent efforts to deliver to Tenant possession
of the Seventh Floor Space as promptly as reasonably practicable (it being
understood that Landlord, if necessary, shall promptly institute and diligently
and in good faith prosecute, at Landlord's sole cost and expense, holdover and
any other appropriate proceedings against the occupant of the Seventh Floor
Space), (ii) the Seventh Floor Space Commencement Date shall be deemed to be
adjourned until the date when Landlord delivers vacant and exclusive possession
of the Seventh Floor Space to Tenant, and (iii) the Seventh Floor Space Rent
Commencement Date shall be deemed to be the date that is the earlier to occur of
(I) the date that Tenant initially occupies the Seventh Floor Space for the
conduct of business (but not solely for the conduct of Tenant's Initial
Alterations therein), and (II) the date that occurs One Hundred Fifty-Two (152)
days after the adjourned Seventh Floor Space Commencement Date pursuant to
clause (ii) above. No such failure to give possession on the Seventh Floor
Commencement Date shall in any wise affect the validity of this Lease or the
obligations of Tenant hereunder or give rise to any claim for damages by Tenant
or claim for rescission of this Lease, nor shall the same be construed in any
wise to extend the Term. The provisions of this Article are intended to
constitute an "express provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law. If Landlord fails to deliver to Tenant
vacant and exclusive possession of the Seventh Floor Space on or prior to
November 1, 2001 (the "Termination Date"), then Tenant shall have the right to
terminate this Lease with respect to the Seventh Floor Space only by giving
notice thereof to Landlord on or prior to the twentieth (20th) day after the
Termination Date, except that Tenant shall not have such right to terminate this
Lease with respect to the Seventh Floor Space if Landlord delivers such vacant
and exclusive possession to Tenant prior to the date when Tenant delivers such
notice to Landlord. If Tenant exercises Tenant's aforesaid right to terminate
this Lease for the Seventh Floor Space, then the Seventh Floor Space shall not
constitute part of the Premises for any purposes hereof, and accordingly, the
Fixed Rent shall not be deemed to include the Fixed Rent for the Seventh Floor
Space, Tenant's Share shall not include the Seventh Floor Space Tenant's Share,
and the Space Factor shall not include the Seventh Floor Space Factor. Tenant's
aforesaid termination of this Lease for the Seventh Floor Space shall not affect
or impair the validity of this Lease for the Tenth Floor Space.


<PAGE>

                                   ARTICLE 23
                                   NO WAIVER

      Section 23.1. No act or thing done by Landlord or Landlord's agents during
the Term shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept such surrender shall be valid unless in writing signed by
Landlord. No employee of Landlord or of Landlord's agents shall have any power
to accept the keys of the Premises prior to the termination of this Lease. The
delivery of keys to any employee of Landlord or of Landlord's agents shall not
operate as a termination of this Lease or a surrender of the Premises. In the
event Tenant at any time desires to have Landlord sublet the Premises for
Tenant's account, Landlord or Landlord's agents are authorized to receive said
keys for such purpose without releasing Tenant from any of the obligations under
this Lease, and Tenant hereby relieves Landlord of any liability for loss of or
damage to any of Tenant's effects in connection with such subletting.

      Section 23.2. The failure of Landlord to seek redress for violation of, or
to insist upon the strict performance of, any covenant or condition of this
Lease, or any of the Rules and Regulations set forth or hereafter adopted by
Landlord, shall not prevent a subsequent act, which would have originally
constituted a violation of the provisions of this Lease, from having all of the
force and effect of an original violation of the provisions of this Lease. The
receipt by Landlord of Fixed Rent, Escalation Rent or any other item of Rental
with knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. The failure of Landlord to enforce any of the Rules and
Regulations set forth, or hereafter adopted, against Tenant or any other tenant
in the Building shall not be deemed a waiver of any such Rules and Regulations.
No provision of this Lease shall be deemed to have been waived by Landlord,
unless such waiver be in writing signed by Landlord. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly Fixed Rent or other item
of Rental herein stipulated shall be deemed to be other than on account of the
earliest stipulated Fixed Rent or other item of Rental, or as Landlord may elect
to apply same, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Fixed Rent or other item of Rental be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such Fixed Rent
or other item of Rental or to pursue any other remedy provided in this Lease.
This Lease contains the entire agreement between the parties and all prior
negotiations and agreements are merged herein. Any executory agreement hereafter
made shall be ineffective to change, modify, discharge or effect an abandonment
of this Lease in whole or in part unless such executory agreement is in writing
and signed by the party against whom enforcement of the change, modification,
discharge or abandonment is sought.

      Section 23.3. The failure of Tenant to seek redress for violation of, or
to insist upon the strict performance of any covenant or condition of this
Lease, on


<PAGE>

Landlord's part to be performed, shall not be deemed to be a waiver of such
breach or prevent a subsequent act which would have originally constituted a
violation of the provisions of this Lease from having all of the force and
effect of an original violation of the provisions of this Lease. The payment by
Tenant of Fixed Rent, Escalation Rent or any other item of Rental or performance
of any obligation of Tenant hereunder with knowledge of any breach on the part
of Landlord of any covenant of this Lease shall not be deemed a waiver of such
breach, and payment of same by Tenant shall be without prejudice to Tenant's
right to pursue any remedy against Landlord provided in this Lease.

                                   ARTICLE 24
                            WAIVER OF TRIAL BY JURY

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

                                   ARTICLE 25
                              INABILITY TO PERFORM

      Except as provided in this Lease, including, without limitation, Section
14.5 hereof, this Lease and the obligation of Tenant to pay Rental hereunder and
perform all of the other covenants and agreements hereunder on the part of
Tenant to be performed shall in no wise be affected, impaired or excused because
Landlord is unable to fulfill any of its obligations under this Lease expressly
or impliedly to be performed by Landlord or because Landlord is unable to make,
or is delayed in making any repairs, additions, alterations, improvements or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures, if Landlord is prevented or delayed from so doing by reason of strikes
or labor troubles or by accident, or by any cause whatsoever beyond Landlord's
control, including, but not limited to, laws, governmental preemption in
connection with a national emergency or by reason of any Requirements of any
Governmental Authority or by reason of failure of the HVAC, electrical,
plumbing, or other Building Systems in the Building, or by reason of the
conditions of supply and demand which have been or are affected by war or other
emergency ("Unavoidable


<PAGE>

Delays"), provided that Landlord exercises due diligence and commercially
reasonable efforts in fulfilling its obligations hereunder..

                                   ARTICLE 26
                               BILLS AND NOTICES

      Except as otherwise expressly provided in this Lease, any bills,
statements, consents, notices, demands, requests or other communications given
or required to be given under this Lease shall be in writing and shall be deemed
sufficiently given or rendered if delivered by hand (against a signed receipt by
an officer of the entity) or if sent by registered or certified mail (return
receipt requested) or by a nationally recognized overnight courier addressed

            if to Tenant (a) at Tenant's address set forth in this Lease, Attn.:
            Chief Financial Officer, if mailed prior to Tenant's taking
            possession of the Premises, or (b) at the Building, Attn.: Chief
            Financial Officer, if mailed subsequent to Tenant's taking
            possession of the Premises, or (c) at any place where Tenant or any
            agent or employee of Tenant may be found if mailed subsequent to
            Tenant's vacating, deserting, abandoning or surrendering the
            Premises, in each case with a copy to Robinson Silverman Pearce
            Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New
            York 10104, Attn.: Jonathan S. Margolis, Esq., or

            if to Landlord at Landlord's address set forth in this Lease, Attn.:
            Mr. David E. Green, and with copies to (x) Vornado Realty Trust,
            Park 80 West, Plaza II, Saddle Brook, New Jersey, 07663, Attn.:
            Joseph Macnow, (y) Proskauer Rose LLP, 1585 Broadway, New York, New
            York 10036, Attn.: Lawrence J. Lipson, Esq., and (z) each Mortgagee
            and Lessor which shall have requested same, by notice given in
            accordance with the provisions of this Article 26 at the address
            designated by such Mortgagee or Lessor, or

to such other address(es) as Landlord, Tenant or any Mortgagee or Lessor may
designate as its new address(es) for such purpose by notice given to the other
in accordance with the provisions of this Article 26. Any such bill, statement,
consent, notice, demand, request or other communication shall be deemed to have
been rendered or given on the date when it shall have been hand delivered
(against a signed receipt as aforesaid) or four (4) Business Days from when it
shall have been mailed as provided in this Article 26 except that any notices to
terminate the Lease given by Landlord to Tenant shall be deemed to have been
rendered or given on the date received by Tenant. Anything contained herein to
the contrary notwithstanding, any


<PAGE>

Operating Statement, Tax Statement or any other bill, statement, consent,
notice, demand, request or other communication from Landlord to Tenant with
respect to any item of Rental (other than any "default notice" if required
hereunder) may be sent to Tenant by regular United States mail.

                                   ARTICLE 27
                                   ESCALATION

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

            (A) "Assessed Valuation" shall mean the amount for which the Real
Property is assessed pursuant to applicable provisions of the New York City
Charter and of the Administrative Code of the City of New York for the purpose
of calculating all or any portion of the Taxes payable with respect to the Real
Property.

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

            (C) "Base Operating Year" shall mean the calendar year ending
December 31, 2000.

            (D) "Base Taxes" shall mean the Taxes payable for the Tax Year
commencing July 1, 2000 and ending June 30, 2001.

            (E) (1) "Operating Expenses" shall mean the aggregate of those costs
and expenses (and taxes, if any, thereon, including without limitation, sales
and value added taxes) paid or incurred by or on behalf of Landlord (whether
directly or through independent contractors) in respect of the Operation of the
Property which, are properly chargeable to the Operation of the Property in
accordance with generally accepted accounting principles together with and
including (without limitation) the costs of gas, oil, steam, water, sewer
rental, electricity (for the portions of the Real Property not leased to and
occupied by tenants or available for occupancy), HVAC and other utilities
furnished to the Building and utility taxes, and the expenses incurred in
connection with the Operation of the Property such as insurance premiums,
attorneys' fees and disbursements, auditing and other professional fees and
expenses, and all expenses (including attorneys' fees and disbursements,
experts' and other witnesses' fees) incurred in contesting the validity or
amount of any Taxes or in obtaining a refund of any Taxes, but specifically
excluding:

                  (i) Taxes;

                  (ii) franchise, transfer, inheritance or income taxes imposed
upon Landlord;


<PAGE>

                  (iii) debt service on Mortgages and other financing costs;

                  (iv) leasing commissions and any other costs incurred in
connection with entering into leases;

                  (v) capital expenditures or any other expenses which are
required to be capitalized under generally accepted accounting principles
(except as otherwise provided herein);

                  (vi) the cost of electrical energy furnished directly to
Tenant and other tenants of the Building or to portions of the Building
available for occupancy by tenants;

                  (vii) the cost of tenant installations incurred in connection
with preparing space for a new tenant or payments made in lieu thereof;

                  (viii) salaries and fringe benefits of personnel above the
grade of building manager and such building manager's supervisor;

                  (ix) rent paid under Superior Leases (other than in the nature
of Rent consisting of Operating Expenses);

                  (x) any expense for which Landlord is otherwise compensated
through the proceeds of insurance or otherwise or is otherwise compensated by
any tenant (including Tenant) of the Building other than pursuant to this
Article 27 or pursuant to clauses in other leases similar to this Article 27;

                  (xi) the cost for services in excess of the services Landlord
is obligated to furnish to Tenant hereunder;

                  (xii) legal and other professional fees (other than in
connection with the preparation of annual operating expense statements);

                  (xiii) depreciation, except as provided herein;

                  (xiv) Landlord's advertising and promotional costs for the
Building or any space therein;

                  (xv) any fee or expenditure paid to any Affiliate of Landlord
in excess of the amount which would be paid in the absence of such relationship;

                  (xvi) the cost of the installation, operation and


<PAGE>

maintenance of any specialty service, such as an observatory, broadcasting
facilities, luncheon club, athletic or recreational club;

                  (xvii) the cost of any work or service performed for any
tenant of the Building (other than Tenant) to a materially greater extent or in
a materially more favorable manner than that furnished generally to the tenants
and other occupants (including Tenant);

                  (xviii) the cost of any work or service to the extent
performed for any facility other than the Building;

                  (xix) the cost of any capital improvements to the Building
after the date hereof (except to the extent otherwise expressly provided);

                  (xx) charges (including applicable taxes) for electricity,
water, steam and other utilities for which Landlord is entitled to reimbursement
from any tenant (except to the extent such reimbursement is accomplished by such
other tenant making contributions to costs incurred by Landlord for Operating
Expenses);

                  (xxi) any costs of painting or decorating of any tenanted part
of the Building;

                  (xxii) lease payments for rented equipment, the cost of which
equipment would constitute a capital expenditure if the equipment were purchased
(except to the extent otherwise expressly provided);

                  (xxiii) any tenant improvement work, tenant allowances or
other tenant concessions (e.g., lease takeover payments) paid, performed or
reimbursed by Landlord;

                  (xxiv) rent, additional rent or other charges under any lease
or sublease which is assumed by Landlord or under any recapture sublease entered
into by Landlord;

                  (xxv) costs in connection with any judgment, settlement or
arbitration resulting from any tort liability on the part of Landlord and the
amount of such judgment, settlement, or award, including any punitive damages
assessed against Landlord;

                  (xxvi) interest, penalties and late charges incurred as a
result of late payments made by Landlord;

                  (xxvii) fines, interest, late charges and penalties payable by
Landlord resulting from noncompliance with any laws and punitive damages
regardless of the underlying cause of action;


<PAGE>

                  (xxviii) costs incurred to correct any material
misrepresentation by Landlord in this Lease;

                  (xxix) costs incurred to correct any material violation by
Landlord of any of the terms of this Lease or any other lease with a tenant in
the Building (except to the extent such costs would otherwise constitute
Operating Expenses);

                  (xxx) fees and expenses incurred in connection with the
granting of any mortgage or the entering into of any ground lease or the sale of
the Real Property or any portion thereof;

                  (xxxi) costs and expenses incurred in causing the mechanical,
computer, or other systems of the Building to properly reflect the transition
from calendar year 1999 to calendar year 2000;

                  (xxxii) costs and expenses incurred in providing services for
any retail portions of the Building;


<PAGE>

                  (xxxiii) costs and expenses incurred for the handling,
removal, treatment, disposal or replacement of asbestos or asbestos containing
materials in the Building and costs and expenses incurred for the handling,
removal, treatment, disposal or replacement of other hazardous substances in the
Building to the extent any such hazardous materials violate applicable
Requirements as of the date hereof; and

                  (xxxiv) costs and expenses to cure violations (including the
cost of penalties and fines in connection therewith) noted against the Real
Property prior to the date hereof,

except, however, that if Landlord is not furnishing any particular work or
service (the cost of which if performed by Landlord would constitute an
Operating Expense) to a tenant who has undertaken to perform such work or
service in lieu of the performance thereof by Landlord, Operating Expenses shall
be deemed to be increased by an amount equal to the additional Operating
Expenses which reasonably would have been incurred during such period by
Landlord if it had at its own expense furnished such work or services to such
tenant. Any insurance proceeds received with respect to any item previously
included as an Operating Expense shall be deducted from Operating Expenses for
the Operating Year in which such proceeds are received; provided, however, to
the extent any insurance proceeds are received by Landlord in any Operating Year
with respect to any item which was included in Operating Expenses during the
Base Operating Year, the amount of insurance proceeds so received shall be
deducted from Base Operating Expenses and (x) the Base Operating Expenses shall
be retroactively adjusted to reflect such deduction and (y) all retroactive
Operating


<PAGE>

Payments resulting from such retroactive adjustment shall be due and payable
when billed by Landlord. Until such time as the electricity supplied to each
floor of the Building and the common and public areas of the Building
(including, without limitation, the Building Systems) shall be separately
metered or submetered, Operating Expenses shall include an amount equal to (x)
(i) Landlord's cost (utilizing the electrical rates applicable to the Building
including energy charges, demand charges, time-of-day charges, fuel adjustment
charges, rate adjustment charges, sales tax and any other factors used by the
public utility in computing its charges to Landlord) of furnishing electric
current to the entire Building, multiplied by (ii) the number of kilowatt hours
of electric current furnished to the public and common areas of the Building
(including, without limitation, the Building Systems) and other areas not
available for occupancy as determined by a survey prepared by an independent,
reputable electrical engineer selected by Landlord, plus (y) an amount equal to
six percent (6%) of the amount determined pursuant to clause (x), as Landlord's
administrative charge for overhead and supervision. Operating Expenses shall be
reduced by any net reimbursement, refund or credit received by Landlord (other
than reimbursement by tenants of the Building for Operating Expenses as
contemplated by this Article 27) with respect to any item that is included in
Operating Expenses.

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

                  (3) (a) If any capital improvement is made during any
Operating Year in compliance with a Requirement, whether or not such Requirement
is valid or mandatory, or in lieu of a repair, then the cost of such improvement
shall be included in Operating Expenses for the Operating Year in which such
improvement was made; provided, however, to the extent the cost of such
improvement is required to be capitalized for federal income tax purposes, such
cost shall be amortized over the useful economic life of such improvement as
reasonably estimated by Landlord, and the annual amortization, together with
interest thereon at the then Base Rate, of such improvement shall be deemed an
Operating Expense in each of the Operating Years during which such cost of the
improvement is amortized.

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


<PAGE>

Expense in each of the Operating Years during which such cost of the improvement
is amortized, it being agreed however, that the annual amortization shall not
exceed the aforesaid savings or reduction in Operating Expense, or the annual
amounts Landlord would have incurred in performing the applicable repair, as the
case may be.

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

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

            (H) "Taxes" shall mean the aggregate amount of real estate taxes and
any general or special assessments (exclusive of penalties and interest thereon)
imposed upon the Real Property (including, without limitation, (i) assessments
made upon or with respect to any "air" and "development" rights now or hereafter
appurtenant to or affecting the Real Property, (ii) any fee, tax or charge
imposed by any Governmental Authority for any vaults, vault space or other space
within or outside the boundaries of the Real Property, and (iii) any taxes or
assessments levied after the date of this Lease in whole or in part for public
benefits to the Real Property or the Building, including, without limitation,
any Business Improvement District taxes and assessments) without taking into
account any discount that Landlord may receive by virtue of any early payment of
Taxes; provided, that if because of any change in the taxation of real estate,
any other tax or assessment, however denominated (including, without limitation,
any franchise, income, profit, sales, use, occupancy, gross receipts or rental
tax) is imposed upon Landlord or the owner of the Real Property or the Building,
or the occupancy, rents or income therefrom, in substitution for any of the
foregoing Taxes, such other tax or assessment shall be deemed part of Taxes
computed as if Landlord's sole asset were the Real Property. Anything contained
herein to the contrary notwithstanding, Taxes shall not be deemed to include (w)
any taxes on Landlord's income, (x) franchise taxes, (y) estate or inheritance
taxes or (z) any similar taxes imposed on Landlord, unless such taxes are
levied, assessed or imposed in lieu of or as a substitute for the whole or any
part of the taxes, assessments, levies, impositions which now constitute Taxes.

            (I) "Tax Statement" shall mean a statement in reasonable detail
setting forth a comparison of the Taxes for a Tax Year with the Base Taxes.

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


<PAGE>

      Section 27.2. (A) If the Taxes payable for any Tax Year (any part or all
of which falls within the Term from and after the Applicable Rent Commencement
Date) shall represent an increase above the Base Taxes, then Tenant shall pay as
additional rent for such Tax Year and continuing thereafter until a new Tax
Statement is rendered to Tenant, Tenant's Share of such increase (the "Tax
Payment") as shown on the Tax Statement with respect to such Tax Year. Tenant
shall be obliged to pay the Tax Payment regardless of whether Tenant is exempt
in whole or part, from the payment of any Taxes by reason of Tenant's diplomatic
status or for any other reason whatsoever. The Taxes shall be computed initially
on the basis of the Assessed Valuation in effect at the time the Tax Statement
is rendered (as the Taxes may have been settled or finally adjudicated prior to
such time) regardless of any then pending application, proceeding or appeal
respecting the reduction of any such Assessed Valuation, but shall be subject to
subsequent adjustment as provided in Section 27.3 hereof.

            (B) At any time during or after the Term, Landlord may render to
Tenant a Tax Statement or Statements showing (i) a comparison of the Taxes for
the Tax Year with the Base Taxes and (ii) the amount of the Tax Payment
resulting from such comparison. On the first day of the month following the
furnishing to Tenant of a Tax Statement, Tenant shall pay to Landlord a sum
equal to 1/12th of the Tax Payment shown thereon to be due for such Tax Year
multiplied by the number of months of the Term then elapsed since the
commencement of such Tax Year after deducting any amounts paid by Tenant on
account of such Tax Year prior thereto. Tenant shall continue to pay to Landlord
a sum equal to one-twelfth (1/12th) of the Tax Payment shown on such Tax
Statement on the first day of each succeeding month until the first day of the
month following the month in which Landlord shall deliver to Tenant a new Tax
Statement. If Landlord furnishes a Tax Statement for a new Tax Year subsequent
to the commencement thereof, promptly after the new Tax Statement is furnished
to Tenant, Landlord shall give notice to Tenant stating whether the amount
previously paid by Tenant to Landlord for the current Tax Year was greater or
less than the installments of the Tax Payment for the current tax year in
accordance with the Tax Statement, and (a) if there shall be a deficiency,
Tenant shall pay the amount thereof within thirty (30) days after demand
therefor, or (b) if there shall have been an overpayment, Landlord shall credit
the amount thereof against the next monthly installments of the Fixed Rent
payable under this Lease. Tax Payments shall be collectible by Landlord in the
same manner as Fixed Rent. Landlord's failure to render a Tax Statement shall
not prejudice Landlord's right to render a Tax Statement during or with respect
to any subsequent Tax Year, and shall not eliminate or reduce Tenant's
obligation to make Tax Payments for such Tax Year; provided, however, that
Landlord shall not have the right to require Tenant to make a Tax Payment to
Landlord in respect of a Tax Year unless Landlord gives Tenant a Tax Statement
therefor within two (2) years after the last day of such Tax Year.

      Section 27.3. (A) Only Landlord shall be eligible to institute tax
reduction or other proceedings to reduce the Assessed Valuation. In the event
that, after a Tax Statement has been sent to Tenant, an Assessed Valuation which
had been utilized in


<PAGE>

computing the Taxes for a Tax Year is reduced (as a result of settlement, final
determination of legal proceedings or otherwise), and as a result thereof a
refund of Taxes is actually received by or on behalf of Landlord, then, promptly
after receipt of such refund, Landlord shall send Tenant a Tax Statement
adjusting the Taxes for such Tax Year and setting forth Tenant's Share of such
refund and Tenant shall be entitled to receive such amount, at Landlord's
option, either by way of a credit against the Fixed Rent next becoming due after
the sending of such Tax Statement or by a refund to the extent no further Fixed
Rent is due; provided, however, that Tenant's Share of such refund shall be
limited to the portion of the Tax Payment, if any, which Tenant had theretofore
paid to Landlord attributable to increases in Taxes for the Tax Year to which
the refund is applicable on the basis of the Assessed Valuation before it had
been reduced. Not earlier than sixty (60) days nor later than thirty (30) days
before the last day on which tax certiorari proceedings (i.e. the filing of the
notice of protest) with respect to the Real Property may be instituted, Tenant
may request that Landlord advise it of whether Landlord intends to commence such
proceedings and Landlord, by the date which is the later to occur of (x) fifteen
(15) Business Days after Tenant shall make such request and (y) five (5)
Business Days after Landlord shall have received notice of the Assessed
Valuation of the Real Property, shall so advise Tenant. If within such period
Landlord either fails to advise Tenant of its intentions or advises Tenant that
it does not intend to commence such proceedings, then if, at any time on or
before the tenth (10th) day prior to the last date to commence such proceedings,
Tenant so requests and provided that Tenant then occupies at least forty-five
(45%) of the rentable area of the Building, or other tenants of the Building
which together with Tenant occupy at least fifty-one percent (51%) of the
rentable area of the Building (excluding any rentable area occupied by Landlord
or its Affiliates) join Tenant in such request and Tenant or Tenant and such
other tenants agree to pay Landlord's reasonable out-of-pocket expenses as
herein provided, Landlord shall institute, and in good faith prosecute (which
shall include the right of Landlord to settle in good faith any such
proceeding), tax certiorari proceedings with respect to the Real Property. In
the event of the institution of such proceedings, such proceedings shall be at
Tenant's sole cost and expense as to which cost and expense, Tenant may be
reimbursed by such other tenants if applicable) and Tenant or Tenant and such
other tenants shall promptly reimburse Landlord after request therefor (and such
obligation shall survive the Expiration Date), unless the Assessed Valuation of
the Real Property shall be reduced as a result of the institution of such
proceedings, in which event the cost and expense of such proceedings shall be
paid by Landlord to the extent of any tax savings obtained as a result of such
reduction, subject to reimbursement pursuant to the provisions of Section 27.2
hereof.


            (B) In the event that, after a Tax Statement has been sent to
Tenant, the Assessed Valuation which had been utilized in computing the Base
Taxes is reduced (as a result of settlement, final determination of legal
proceedings or otherwise) then, and in such event: (i) the Base Taxes shall be
retroactively adjusted to reflect such reduction, and (ii) all retroactive Tax
Payments resulting from such retroactive adjustment shall be due and payable
within thirty (30) days after being billed


<PAGE>

by Landlord. Landlord promptly shall send to Tenant a statement setting forth
the basis for such retroactive adjustment and Tax Payments.

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

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

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

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

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

<PAGE>

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

            (E) (1) After the end of the Current Year and at any time that
Landlord renders an Operating Statement or Statements to Tenant as provided in
Section 27.4(B) hereof with respect to the comparison of the Operating Expenses
for said Operating Year or Current Year, with the Base Operating Expenses, as
the case may be, the amounts, if any, collected by Landlord from Tenant under
Section 27.4(C) or (D) on account of the Operating Payment or the Tentative
Monthly Escalation Charge, as the case may be, shall be adjusted, and, if the
amount so collected is less than or exceeds the amount actually due under said
Operating Statement for the Operating Year, a reconciliation shall be made as
follows: Tenant shall be debited with any Operating Payment shown on such
Operating Statement and credited with the amounts, if any, paid by Tenant on
account in accordance with the provisions of subsection (C) and subsection
(D)(2) of this Section 27.4 for the Operating Year in question. Tenant shall pay
any net debit balance to Landlord within thirty (30) days next following
rendition by Landlord of an invoice for such net debit balance; any net credit
balance shall be applied against the next accruing monthly installments of Fixed
Rent.

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

      Section 27.5. Any Operating Statement sent to Tenant shall be conclusively
binding upon Tenant unless, within one hundred twenty (120) days after such
Statement is sent, Tenant shall send a written notice to Landlord objecting to
such Statement and specifying the respects in which such Statement is disputed.
If such notice is sent, Tenant (together with its independent certified public
accountants, provided they are a nationally recognized firm of at least one
hundred fifty (150) partners or principals who are certified public accountants)
may examine Landlord's


<PAGE>

books and records relating to the Operation of the Property to determine the
accuracy of the Operating Statement. Tenant recognizes the confidential nature
of such books and records and agrees to maintain the information obtained from
such examination in strict confidence. If after such examination, Tenant still
disputes such Operating Statement, either party may refer the decision of the
issues raised to a reputable independent firm of certified public accountants,
selected by Landlord and approved by Tenant, which approval shall not be
unreasonably withheld or delayed as long as such firm of certified public
accountants is one of the so-called "big-five" public accounting firms or if at
such time there is no group of accounting firms commonly referred to as
"big-five", then a nationally recognized firm of at least one hundred fifty
(150) partners or principals who are certified public accountants, and the
decision of such accountants shall be conclusively binding upon the parties. The
fees and expenses involved in such decision shall be borne by the unsuccessful
party (and if both parties are partially successful, such fees and expenses
shall be apportioned between Landlord and Tenant in inverse proportion to the
amount by which such decision is favorable to each party). Notwithstanding the
giving of such notice by Tenant, and pending the resolution of any such dispute,
Tenant shall pay to Landlord when due the amount shown on any such Operating
Statement, as provided in Section 27.4 hereof.

      Section 27.6. The expiration or termination of this Lease during any
Operating Year or Tax Year shall not affect the rights or obligations of the
parties hereto respecting any payments of Operating Payments for such Operating
Year and any payments of Tax Payments for such Tax Year, and any Operating
Statement relating to such Operating Payment and any Tax Statement relating to
such Tax Payment, may be sent to Tenant subsequent to, and all such rights and
obligations shall survive, any such expiration or termination, subject to the
provisions of Section 27.2(B) and 27.4(B). In determining the amount of the
Operating Payment for the Operating Year or the Tax Payment for the Tax Year in
which the Term shall expire, the payment of the Operating Payment for such
Operating Year or the Tax Payment for the Tax Year shall be prorated based on
the number of days of the Term which fall within such Operating Year or Tax
Year, as the case may be. Any payments due under such Operating Statement or Tax
Statement shall be payable within thirty (30) days after such Statement is sent
to Tenant.

                                   ARTICLE 28
                                    SERVICES

      Section 28.1. (A) Landlord shall provide passenger elevator service to the
Premises on Business Days from 8:00 A.M. to 6:00 P.M. and have an elevator
subject to call at all other times.

            (B) There shall be two (2) freight elevators serving the Premises
and the entire Building on call on a "first come, first served" basis on
Business Days from 8:00 A.M. to 5:00 P.M., and on a reservation, "first come,
first served" basis from 5:00 P.M.


<PAGE>

to 8:00 A.M. on Business Days and at any time on days other than Business Days.
If Tenant shall use the freight elevators serving the Premises between 5:00 P.M.
and 8:00 A.M. on Business Days or at any time on any other days, Tenant shall
pay Landlord, as additional rent for such use, the standard rates then fixed by
Landlord for the Building, or if no such rates are then fixed, at reasonable
rates (it being agreed that Tenant shall not be charged such rates for up to ten
(10) hours of freight elevator use with respect to Tenant's initial move into
the Tenth Floor Space by Tenant during such hours). The standard rate for such
freight elevator service as of the date hereof is set forth as part of
Landlord's standard rates summary annexed as Schedule C hereto and made a part
hereof (it being agreed that any rate set forth on Schedule C hereto is subject
to change by Landlord from time to time).

            (C) Landlord shall not be required to furnish any freight elevator
services during the hours from 5:00 P.M. to 8:00 A.M. on Business Days and at
any time on days other than Business Days unless Landlord has received advance
notice from Tenant requesting such services prior to 2:00 P.M. of the day upon
which such service is requested or by 2:00 P.M. of the last preceding Business
Day if such periods are to occur on a day other than a Business Day.

      Section 28.2. Landlord, at Landlord's expense (but subject to recoupment
pursuant to Article 27 hereof), shall furnish to the Building standard
water-cooled air-conditioning units (the "HVAC Units") installed as part of
Landlord's Work, condenser water to provide air- conditioning in the cooling
season (May 15th through October 15th, from 8:00 A.M. to 6:00 P.M. on Business
Days). In addition, Landlord shall provide perimeter heating through the
existing radiators when required for the comfortable occupancy of the Premises
from 8:00 A.M. to 6:00 P.M. on Business Days, Landlord, throughout the Term,
shall have free access to any and all mechanical installations of Landlord,
including, but not limited to, air-cooling, fan, ventilating and machine rooms
and electrical closets; Tenant shall not construct partitions or other
obstructions which may interfere with Landlord's free access thereto, or
interfere with the moving of Landlord's equipment to and from the enclosures
containing said installations. Neither Tenant, nor its agents, employees or
contractors shall at any time enter the said enclosures or tamper with, adjust
or touch or otherwise in any manner affect said mechanical installations. Tenant
shall draw and close the draperies or blinds for the windows of the Premises
whenever the HVAC System is in operation and the position of the sun so requires
and shall at all times cooperate fully with Landlord and abide by all of the
reasonable regulations and requirements which Landlord may prescribe for the
proper functioning and protection of the HVAC System. Tenant, at Tenant's cost
and expense, shall maintain and repair the HVAC Units during the Term.

      Section 28.3. The Fixed Rent does not reflect or include any charge to
Tenant for the furnishing of any necessary condenser water to the HVAC Units or
perimeter heating to the Premises during periods other than the hours and days
set forth above ("Overtime Periods"). Accordingly, if Landlord shall furnish
such condenser water to the HVAC Units or perimeter heating at the request of
Tenant during Overtime Periods,


<PAGE>

Tenant shall pay Landlord additional rent for such services at the standard
rates then fixed by Landlord for the Building, or if no such rates are then
fixed, at reasonable rates. The standard rate for such services during Overtime
Periods as of the date hereof is set forth on Schedule C annexed hereto and made
a part hereof (it being agreed that such rate set forth on Schedule C hereto is
subject to change from Landlord from time to time). Landlord shall not be
required to furnish any such services during any Overtime Periods unless
Landlord has received advance notice from Tenant requesting such services prior
to 2:00 P.M. of the day upon which such services are requested or by 2:00 P.M.
of the last preceding Business Day if such Overtime Periods are to occur on a
day other than a Business Day. If Tenant fails to give Landlord such advance
notice, then, failure by Landlord to furnish or distribute any such services
during such Overtime Periods shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of Rental, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Landlord or its agents by reason of inconvenience or
annoyance to Tenant, or injury to or interruption of Tenant's business or
otherwise. If more than one tenant utilizing the same system as Tenant requests
the same Overtime Periods for the same services as Tenant, the charge to Tenant
shall be adjusted pro rata.

      Section 28.4. Provided Tenant shall keep the Premises in order, Landlord,
at Landlord's expense, subject to recoupment pursuant to Article 27 hereof,
shall cause the Premises, excluding any portions thereof used for the storage or
preparation of food or beverages, to be cleaned, substantially in accordance
with the standards set forth in Schedule B annexed hereto and made a part
hereof. Tenant shall pay to Landlord the cost of removal of any of Tenant's
refuse and rubbish from the Premises and the Building to the extent that the
same exceeds the refuse and rubbish usually attendant upon the use of such
Premises as offices. Bills for the same shall be rendered by Landlord to Tenant
at such time as Landlord may elect and shall be due and payable within thirty
(30) days after being rendered as additional rent. Tenant, at Tenant's sole cost
and expense, shall cause all portions of the Premises used for the storage or
preparation, of food or beverages to be cleaned daily in a manner reasonably
satisfactory to Landlord, and to be exterminated against infestation by vermin,
rodents or roaches regularly and, in addition, whenever there shall be evidence
of any infestation. Any such exterminating shall be done at Tenant's sole cost
and expense, in a manner reasonably satisfactory to Landlord, and by Persons
approved by Landlord, which approval shall not be unreasonably withheld,
conditioned or delayed. If Tenant shall perform any cleaning services in
addition to the services provided by Landlord as aforesaid, Tenant shall employ
the cleaning contractor providing cleaning services to the Building on behalf of
Landlord provided the charges imposed by such cleaning contractor are
commercially reasonable or such other cleaning contractor as shall be approved
by Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. Tenant shall comply with any recycling program and/or refuse disposal
program (including, without limitation, any program related to the recycling,
separation or other disposal of paper, glass or metals) which Landlord shall
reasonably impose or which shall be required pursuant to any Requirements.


<PAGE>

      Section 28.5. If the New York Board of Fire Underwriters or the Insurance
Services Office or any Governmental Authority, department or official of the
state or city government shall require or recommend that any changes,
modifications, alterations or additional sprinkler heads or other equipment be
made or supplied by reason of Tenant's business, or the location of the
partitions, trade fixtures, or other contents of the Premises, Landlord, at
Tenant's cost and expense, shall promptly make and supply such changes,
modifications, alterations, additional sprinkler heads or other equipment.

      Section 28.6. Landlord shall provide to the Premises hot and cold water
for ordinary drinking, cleaning and lavatory purposes. If Tenant requires, uses
or consumes water for any purpose in addition to ordinary drinking, cleaning or
lavatory purposes, Landlord may install a water meter and thereby measure
Tenant's water consumption. In such event (1) Tenant shall pay Landlord for the
cost of the meter and the cost of the installation thereof and through the
duration of Tenant's occupancy Tenant shall keep said meter and equipment in
good working order and repair at Tenant's own cost and expense; (2) Tenant shall
pay for water consumed as shown on said meter at the rate charged to Landlord,
as additional rent, and on default in making such payment Landlord may pay such
charges and collect the same from Tenant; and (3) Tenant shall pay the sewer
rent, charge or any other tax, rent, levy or charge which now or hereafter is
assessed, imposed or shall become a lien upon the Premises or the Real Property
of which they are a part pursuant to any Requirement made or issued in
connection with any such metered use, consumption, maintenance or supply of
water, water system, or sewage or sewage connection or system. The bill rendered
by Landlord for the above shall be based upon Tenant's consumption and shall be
payable by Tenant as additional rent within thirty (30) days after rendition.

      Section 28.7. Landlord reserves the right, on such prior notice as is
reasonably practicable, if any, to stop service of the HVAC System or the
elevator, electrical, plumbing or other Building Systems when necessary, by
reason of accident or emergency, or for repairs, additions, alterations,
replacements or improvements in the reasonable judgment of Landlord desirable or
necessary to be made, until said repairs, alterations, replacements or
improvements shall have been completed (which repairs, additions, alterations,
replacements and improvements shall be performed in accordance with Section 4.3
hereof). Subject to Section 14.5 hereof, Landlord shall have no responsibility
or liability for interruption, curtailment or failure to supply HVAC, elevator,
electrical, plumbing or other Building Systems when prevented by Unavoidable
Delays or by any Requirement of any Governmental Authority or due to the
exercise of its right to stop service as provided in this Article 28. The
exercise of such right or such failure by Landlord shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
compensation or to any abatement or diminution of Rental subject to Section 14.5
hereof, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Landlord or its agents by reason of inconvenience or
annoyance to Tenant, or injury to or interruption of Tenant's business, or
otherwise.


<PAGE>

      Section 28.8. Tenant, at Tenant's cost and expense, shall be entitled to
ten (10) listings on the standard directory in the Building. From time to time,
but not more frequently than once every three (3) months, Landlord shall change
the listings in the standard directory therein as Tenant shall request, and
Tenant promptly after request shall pay to Landlord a reasonable charge for each
Tenant request.

                                   ARTICLE 29
                               PARTNERSHIP TENANT

      If Tenant is a partnership (including, without limitation, a limited
liability partnership) or a limited liability company or a professional
corporation (or is comprised of two (2) or more Persons, individually or as
co-partners of a partnership (including, without limitation a limited liability
partnership), as members of a limited liability company or as shareholders of a
professional corporation) or if Tenant's interest in this Lease shall be
assigned to a partnership (including, without limitation, a limited liability
partnership) a limited liability company or a professional corporation (or to
two (2) or more Persons, individually or as co-partners of a partnership, as
members of a limited liability company or shareholders of a professional
corporation) pursuant to Article 12 hereof (any such partnership, professional
corporation and such Persons are referred to in this Article 29 as "Partnership
Tenant"), the following provisions shall apply to such Partnership Tenant: (a)
the liability of each of the parties comprising Partnership Tenant shall be
joint and several; (b) each of the parties comprising Partnership Tenant hereby
consents in advance to, and agrees to be bound by (x) any written instrument
which may hereafter be executed by Partnership Tenant or any successor entity,
changing, modifying, extending or discharging this Lease, in whole or in part,
or surrendering all or any part of the Premises to Landlord, and (y) any
notices, demands, requests or other communications which may hereafter be given
by Partnership Tenant or by any of the parties comprising Partnership Tenant;
(c) any bills, statements, notices, demands, requests or other communications
given or rendered to Partnership Tenant or to any of such parties shall be
binding upon Partnership Tenant and all such parties; (d) if Partnership Tenant
shall admit new partners, shareholders or members, as the case may be,
Partnership Tenant shall give Landlord notice of such event not later than ten
(10) Business Days prior to the admission of such partner(s), shareholder(s) or
member(s) together with an assumption agreement in form and substance
satisfactory to Landlord pursuant to which each of such new partners,
shareholders or members, as the case may be, shall, by their admission to
Partnership Tenant, agree to assume joint and several liability for the
performance of all of the terms, covenants and conditions of this Lease (as the
same may have been or thereafter be amended) on Tenant's part to be observed and
performed; it being expressly understood and agreed that each such new partner,
shareholder or member (as the case may be) shall be deemed to have assumed joint
and several liability for the performance of all of the terms, covenants and
conditions of this Lease (as the same may have been or thereafter be amended),
whether or not such new partner, shareholder or member shall have executed such
assumption agreement, and that


<PAGE>

neither Tenant's failure to deliver such assumption agreement nor the failure of
any such new partner or shareholder, as the case may be, to execute or deliver
any such agreement to Landlord shall vitiate the provisions of this clause (d)
of this Article 29).

                                   ARTICLE 30
                                   VAULT SPACE

      Notwithstanding anything contained in this Lease or indicated on any
sketch, blueprint or plan, any vaults, vault space or other space outside the
boundaries of the Real Property are not included in the Premises. Landlord makes
no representation as to the location of the boundaries of the Real Property. All
vaults and vault space and all other space outside the boundaries of the Real
Property which Tenant may be permitted to use or occupy are to be used or
occupied under a revocable license, and if any such license shall be revoked, or
if the amount of such space shall be diminished or required by any Governmental
Authority or by any public utility company, such revocation, diminution or
requisition shall not constitute an actual or constructive eviction, in whole or
in part, or entitle Tenant to any abatement or diminution of Rental, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord. Any fee, tax or charge imposed by any Governmental Authority for
any such vaults, vault space or other space occupied by Tenant shall be paid by
Tenant.

                                   ARTICLE 31
                                    SECURITY

      Section 31.1. Tenant shall deposit with Landlord on the signing of this
Lease the Applicable Security Amount, or at Tenant's option, a "clean,"
unconditional, irrevocable and transferable letter of credit (the "Letter of
Credit") in the same amount, satisfactory to Landlord, issued by and drawn on a
bank satisfactory to Landlord and which is a member of the New York Clearing
House Association (which Letter of Credit shall provide that it may be presented
and shall be duly honored for payment by such issuing bank at its office located
in Manhattan), for the account of Landlord, for a term of not less than one (1)
year (it being agreed that Tenant shall be permitted to deposit one (1) Letter
of Credit with Landlord for each of the Tenth Floor Space Security Amount and
the Seventh Floor Space Security Amount, so long as the sum of such Letters of
Credit at any time equals the Applicable Security Amount at such time) (any
reference in this Section 31.1 to "Letter of Credit" shall be deemed to refer to
"Letters of Credit" if applicable) as security for the faithful performance and
observance by Tenant of the terms, covenants, conditions and provisions of this
Lease, including, without limitation, the surrender of possession of the
Premises to Landlord as herein provided. If an Event of Default shall occur and
be continuing, Landlord may apply the whole or any part of the security so
deposited, or present the Letter of Credit for payment and apply the whole or
any part of the proceeds thereof, as the case may be, (i) toward the payment of
any Fixed Rent, Escalation Rent or any other item of Rental as to which Tenant
is in default, (ii) toward any sum which Landlord may expend or be required to


<PAGE>

expend by reason of Tenant's default in respect of any of the terms, covenants
and conditions of this Lease, including, without limitation, any damage,
liability or expense (including, without limitation, reasonable attorneys' fees
and disbursements) incurred or suffered by Landlord, and (iii) toward any damage
or deficiency incurred or suffered by Landlord in the reletting of the Premises,
whether such damages or deficiency accrue or accrues before or after summary
proceedings or other re-entry by Landlord. If Landlord applies or retains any
part of the proceeds of the Letter of Credit or the security so deposited, as
the case may be, Tenant, upon demand, shall deposit with Landlord the amount so
applied or retained so that Landlord shall have the full deposit on hand at all
times during the Term. If Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this Lease, the Letter of
Credit or the security, as the case may be, shall be returned to Tenant after
the Expiration Date and after delivery of possession of the Premises to
Landlord. In the event of a sale or leasing of the Real Property or the
Building, Landlord shall have the right to transfer the Letter of Credit or
security, as the case may be, to the vendee or lessee and Landlord shall
thereupon be released by Tenant from all liability for the return of such
security or the Letter of Credit, as the case may be, and Tenant shall cause the
bank which issued the Letter of Credit to issue an amendment to the Letter of
Credit or issue a new Letter of Credit naming the vendee or lessee as the
beneficiary thereunder. Tenant shall look solely to the new landlord for the
return of the Letter of Credit or the security, as the case may be. The
provisions hereof shall apply to every transfer or assignment of the Letter of
Credit or security made to a new landlord. Except in connection with a permitted
assignment of this Lease, Tenant shall not assign or encumber or attempt to
assign or encumber the monies deposited herein as security and neither Landlord
nor its successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance. Tenant shall renew
any Letter of Credit from time to time, at least thirty (30) days prior to the
expiration thereof, and deliver to Landlord a new Letter of Credit or an
endorsement to the Letter of Credit, and any other evidence reasonably required
by Landlord that the Letter of Credit has been renewed for a period of at least
one (1) year. If Tenant shall fail to renew the Letter of Credit as aforesaid,
Landlord may present the Letter of Credit for payment and retain the proceeds
thereof as security in lieu of the Letter of Credit.

      Section 31.2. Tenant shall provide Landlord with the Seventh Floor Space
Security Amount for the period of time commencing on the Seventh Floor Space
Commencement Date on or prior to five (5) Business Days after the occurrence of
the Seventh Floor Space Commencement Date. Provided no Event of Default shall
have occurred and be continuing on any day upon which the Applicable Security
Amount decreases pursuant to the terms of this Lease, Tenant shall be entitled
to replace the Letter of Credit on deposit with Landlord with a Letter of Credit
in the Applicable Security Amount. If the Security pursuant to this Article 31
is held in the form of a cash deposit, then provided no Event of Default shall
have occurred and be continuing on any day upon which the Applicable Security
Amount decreases pursuant to the terms of this Lease, then Landlord shall
promptly refund to Tenant that portion of such cash deposit (if any) that
exceeds the then required Applicable Security Amount.


<PAGE>

                                   ARTICLE 32
                                    CAPTIONS

      The captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this Lease nor
the intent of any provision thereof.

                                   ARTICLE 33
                                  PARTIES BOUND

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

                                   ARTICLE 34
                                     BROKER

      Each party represents and warrants to the other that it has not dealt with
any broker or Person in connection with this Lease other than Cushman &
Wakefield, Inc. ("Broker"). The execution and delivery of this Lease by each
party shall be conclusive evidence that such party has relied upon the foregoing
representation and warranty. Tenant shall indemnify and hold Landlord harmless
from and against any and all claims for commission, fee or other compensation by
any Person (other than Broker) who shall claim to have dealt with Tenant in
connection with this Lease and for any and all costs incurred by Landlord in
connection with such claims, including, without limitation, reasonable
attorneys' fees and disbursements. Landlord shall indemnify and hold Tenant
harmless from and against any and all claims for commission, fee or other
compensation by the Broker and any Person who shall claim to have dealt with
Landlord in connection with this Lease and for any and all costs incurred by
Tenant in connection with such claims, including, without limitation, reasonable
attorneys' fees and disbursements. The provisions of this Article 34 shall
survive the Expiration Date.

                                   ARTICLE 35
                                   INDEMNITY

         Section 35.1. (A) Tenant shall indemnify and save the Indemnitees
harmless from and against (a) all claims of whatever nature against the
Indemnitees arising from any act, omission or negligence of Tenant, its
contractors, licensees, agents, servants, employees, invitees or visitors, (b)
all claims against the Indemnitees arising from any



<PAGE>

accident, injury or damage whatsoever caused to any person or to the property of
any person and occurring during the Term in or about the Premises, (c) all
claims against the Indemnitees arising from any accident, injury or damage
occurring outside of the Premises but anywhere within or about the Real
Property, where such accident, injury or damage results or is claimed to have
resulted from an act, omission or negligence of Tenant or Tenant's contractors,
licensees, agents, servants, employees, invitees or visitors, and (d) any
breach, violation or non-performance of any covenant, condition or agreement in
this Lease set forth and contained on the part of Tenant to be fulfilled, kept,
observed and performed. This indemnity and hold harmless agreement shall include
indemnity from and against any and all liability, fines, suits, demands, costs
and expenses of any kind or nature (including, without limitation, attorneys'
fees and disbursements) incurred in or in connection with any such claim or
proceeding brought thereon, and the defense thereof but except with respect to
claims with respect to bodily injury or death, shall be limited to the extent
any insurance proceeds collectible by Landlord under policies owned by Landlord
or such injured party with respect to such damage or injury are insufficient to
satisfy same. Tenant shall have no liability for any consequential damages
suffered either by Landlord or by any party claiming through Landlord.

            (B) Except as provided in Articles 4, 9, 10, 13, 28, 36 and 37
hereof and otherwise as expressly provided herein, Landlord shall indemnify and
save Tenant its shareholders, directors, officers, Partners, employees and
agents harmless from and against all claims against Tenant arising from any
direct damage to the Premises and any bodily injury to Tenant's employees,
agents or invitees resulting from the acts, omissions or negligence of Landlord
or its agents, or any breach, violation or non-performance of any covenant,
condition or agreement in this Lease set forth and contained on the part of
Landlord to be fulfilled, kept, observed and performed. This indemnity and hold
harmless agreement shall include indemnity from and against any and all
liability, fines, suits, demands, costs and expenses of any kind or nature
(including, without limitation, reasonable attorneys' fees and disbursements)
incurred in or in connection with any such claim or proceeding brought thereon,
but shall be limited to the extent any insurance proceeds collectible by Tenant
or such injured party with respect to such damage or injury are insufficient to
satisfy same. Landlord shall have no liability for any consequential damages
suffered either by Tenant or by any party claiming through Tenant.

      Section 35.2. If any claim, action or proceeding is made or brought
against either party, which claim, action or proceeding the other party shall be
obligated to indemnify such first party against pursuant to the terms of this
Lease, then, upon demand by the indemnified party, the indemnifying party, at
its sole cost and expense, shall resist or defend such claim, action or
proceeding in the indemnified party's name, if necessary, by such attorneys as
the indemnified party shall approve, which approval shall not be unreasonably
withheld, conditioned or delayed. Attorneys for the indemnifying party's insurer
are hereby deemed approved for purposes of this Section 35.2. Notwithstanding
the foregoing, an indemnified party may retain its own attorneys


<PAGE>

to defend or assist in defending any claim, action or proceeding involving
potential liability of Five Million Dollars ($5,000,000) or more, and the
indemnifying party shall pay the reasonable fees and disbursements of such
attorneys. The provisions of this Article 35 shall survive the expiration or
earlier termination of this Lease.

                                   ARTICLE 36
                           ADJACENT EXCAVATION-SHORING

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

                                   ARTICLE 37
                                  MISCELLANEOUS

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

      Section 37.2. The obligations of Landlord under this Lease shall not be
binding upon Landlord named herein after the sale, conveyance, assignment or
transfer by such Landlord (or upon any subsequent landlord after the sale,
conveyance, assignment or transfer by such subsequent landlord) of its interest
in the Building or the Real Property, as the case may be, and in the event of
any such sale, conveyance, assignment or transfer, Landlord shall be and hereby
is entirely freed and relieved of all covenants and obligations of Landlord
hereunder arising from and after such sale, conveyance, assignment or transfer,
provided that any such transferee of Landlord's interest assumes all obligations
of Landlord to the extent thereafter arising (but subject, nonetheless, to the
provisions of this Section 37.2 with respect to any subsequent transfer made by
any transferee). The partners, shareholders, directors, officers and principals,
direct and indirect, comprising Landlord (collectively, the "Parties") shall not
be liable for the performance of Landlord's obligations under this Lease. Tenant
shall look solely to Landlord to enforce Landlord's obligations hereunder and
shall not seek any damages against any of the Parties. The liability of Landlord
for Landlord's obligations under this Lease shall be limited to Landlord's
interest in the Real Property and the proceeds thereof and Tenant shall not look
to any other property or assets of Landlord or the property or assets of any of
the Parties in seeking either to enforce


<PAGE>

Landlord's obligations under this Lease or to satisfy a judgment for Landlord's
failure to perform such obligations.

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

      Section 37.4. Tenant's liability for all items of Rental shall survive the
Expiration Date.

      Section 37.5. Tenant shall reimburse Landlord as additional rent, within
thirty (30) 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 after notice and the expiration of the applicable grace
period, with interest thereon at the Applicable Rate.

      Section 37.6. This Lease shall not be recorded.

      Section 37.7. (A) Subject to the terms of Section 37.7(B) hereof, Tenant
hereby waives any claim against Landlord which Tenant may have based upon any
assertion that Landlord has unreasonably withheld, unreasonably delayed or
unreasonably conditioned any consent or approval requested by Tenant (in cases
where Landlord has agreed to not unreasonably withhold, unreasonably delay, or
unreasonably condition Landlord's consent), and Tenant agrees that its sole
remedy shall be an action or proceeding to enforce any related provision or for
specific performance, injunction or declaratory judgment. In the event of a
determination that such consent or approval has been unreasonably withheld or
delayed, the requested consent or approval shall be deemed to have been granted;
however, Landlord shall have no liability to Tenant for its refusal or failure
to give such consent or approval (except as expressly provided in Section
37.7(B)). Tenant's sole remedy for Landlord's unreasonably withholding,
delaying, or conditioning consent or approval shall be as provided in this
Section 37.7.

            (B) If there is a dispute between Landlord and Tenant as to (i)
whether Landlord unreasonably withheld, unreasonably delayed or unreasonably
conditioned Landlord's consent to any assignment or subletting or (ii) whether
Landlord unreasonably withheld, unreasonably delayed or unreasonably conditioned
Landlord's consent to any Alteration, in either event where Landlord has agreed
not to unreasonably withhold, condition or delay its consent, Tenant may, at its
option, as its sole and exclusive remedy, submit such dispute to arbitration in
the City of New York under the Expedited Procedures provisions of the Commercial
Arbitration Rules of the American Arbitration Association ("AAA") (presently
Rules E-1 through E-10 and, to the extent applicable, Section R-19; provided,
however, that with respect to any such arbitration, (i) the list of arbitrators
referred to in Rule E-5 shall be returned within five (5) days from the date of
mailing; (ii) the parties shall notify the AAA by telephone,


<PAGE>

within four (4) days of any objections to the arbitrator appointed and will have
no right to object if the arbitrator so appointed was on the list submitted by
the AAA and was not objected to in accordance with the second paragraph of Rule
E-5; (iii) the Notice of Hearing referred to in Rule E-8 shall be four (4) days
in advance of the hearing; (iv) the hearing shall be held within seven (7) days
after the appointment of the arbitrator; (v) the arbitrator shall have no right
to award damages; (vi) the decision and award of the arbitrator shall be final
and conclusive on the parties; and (vii) the losing party shall pay the
reasonable fees and expenses, if any, of both parties in connection with such
arbitration, including the expenses and fees of the arbitrator selected.

            (C) If the determination of any such arbitration pursuant to clause
(B) above shall be that Landlord unreasonably withheld, conditioned or delayed
any approval (provided Landlord shall have agreed not to unreasonably withhold,
delay or condition its consent with respect thereto) Tenant's sole remedy
arising out of such arbitrator's determination shall be to proceed on the basis
that the requested approval had been given; provided, however, that nothing
contained in this Section 37.7 shall prohibit Tenant after the final
determination of such arbitration from commencing an action against Landlord in
order to determine whether Landlord acted in bad faith or in an arbitrary,
capricious or malicious fashion and, if so, the damages suffered by Tenant in
connection therewith. If there is a final judicial determination in any such
suit or in any arbitration (with all appeals having been exhausted or expired)
that Landlord has acted in bad faith or in an arbitrary, capricious or malicious
fashion in unreasonably withholding, conditioning or delaying any such consent
or approval, then Tenant shall be entitled to receive any damages from Landlord
therefor provided for in the judgment of the court entertaining such suit or in
such arbitration; provided, however, in no event shall Landlord be liable for,
nor shall Tenant be entitled to recover, any consequential damages.

      Section 37.8. This Lease contains the entire agreement between the parties
and supersedes all prior understandings, if any, with respect thereto. This
Lease shall not be modified, changed, or supplemented, except by a written
instrument executed by both parties.

      Section 37.9. Tenant hereby (a) irrevocably consents and submits to the
jurisdiction of any Federal, state, county or municipal court sitting in the
State of New York in respect to any action or proceeding brought therein by
Landlord against Tenant concerning any matters arising out of or in any way
relating to this Lease; (b) irrevocably waives personal service of any summons
and complaint and consents to the service upon it of process in any such action
or proceeding by mailing of such process to Tenant at the address set forth
herein and hereby irrevocably designates Robinson Silverman Pearce Aronsohn &
Berman LLP or other law firm located in Manhattan if disclosed to Landlord in
writing (or if not so located, then upon any member of the law firm of Robinson
Silverman Pearce Aronsohn & Berman LLP, or their successor, if so located in
Manhattan), to accept service of any process on Tenant's behalf and hereby
agrees that such service shall be deemed sufficient; (c) irrevocably waives all
objections as to venue and any and all rights it may have to seek a change of
venue with respect


<PAGE>

to any such action or proceedings; (d) agrees that the laws of the State of New
York shall govern in any such action or proceeding and waives any defense to any
action or proceeding granted by the laws of any other country or jurisdiction
unless such defense is also allowed by the laws of the State of New York; and
(e) agrees that any final judgment rendered against it in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by law. Tenant further
agrees that any action or proceeding by Tenant against Landlord in respect to
any matters arising out of or in any way relating to this Lease shall be brought
only in the State of New York, County of New York. In furtherance of the
foregoing, Tenant hereby agrees that its address for notices given by Landlord
and service of process under this Lease shall be as set forth in Article 26.
Notwithstanding the foregoing provisions of this Section 37.9, Tenant may, by
written notice to Landlord, change the designated agent for acceptance of
service of process to any other law firm located in the City, County and State
of New York.

      Section 37.10. Unless Landlord shall render written notice to Tenant to
the contrary in accordance with the provisions of Article 26 hereof, MRC
Management LLC is authorized to act as Landlord's agent in connection with the
performance of this Lease, including, without limitation, the receipt and
delivery of any and all notices and consents in accordance with Article 26.
Tenant shall direct all correspondence and requests to, and shall be entitled to
rely upon correspondence received from, MRC Management LLC, as agent for the
Landlord in accordance with Article 26. Tenant acknowledges that MRC Management
LLC is acting solely as agent for Landlord in connection with the foregoing, and
neither MRC Management LLC nor any of its direct or indirect partners, officers,
shareholders, directors or employees shall have any liability to Tenant in
connection with the performance of Landlord's obligations under this Lease and
Tenant waives any and all claims against any such party arising out of, or in
any way connected with, this Lease or the Real Property.

      Section 37.11. (A) All of the Schedules and Exhibits attached hereto are
incorporated in and made a part of this Lease, but, in the event of any
inconsistency between the terms and provisions of this Lease and the terms and
provisions of the Schedules and Exhibits hereto, the terms and provisions of
this Lease shall control. Wherever appropriate in this Lease, personal pronouns
shall be deemed to include the other genders and the singular to include the
plural. All Article and Section references set forth herein shall, unless the
context otherwise specifically requires, be deemed references to the Articles
and Sections of this Lease.

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


<PAGE>

            (C) All references in this Lease to the consent or approval of
Landlord shall be deemed to mean the written consent or approval of Landlord and
no consent or approval of Landlord shall be effective for any purpose unless
such consent or approval is set forth in a written instrument executed by
Landlord.

                                   ARTICLE 38
                                  RENT CONTROL

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

                                   ARTICLE 39
                                 SATELLITE DISH

      Section 39.1. Landlord understands that during the Term Tenant may require
communication services in connection with the operation of Tenant's business
which would necessitate the construction, installation, operation and use by
Tenant of a satellite dish of a size not to exceed twenty (20) inches (DSL),
together with related equipment, mountings and supports (collectively, the
"Satellite Dish") on the roof of the Building. Subject to the terms of this
Section 39.1, Landlord shall make available to Tenant, for Tenant's own use (and
not for resale purposes) sufficient (as reasonably determined by Landlord) space
on the roof of the Building for the Satellite Dish at a location designated by
Landlord. Landlord shall have no obligation to reserve any portion of the roof
for Tenant's use and the use of the roof for such purposes shall be allocated on
a "first come, first served" basis. Tenant's use of the roof of the Building
shall be on a non-exclusive basis. In connection with Tenant's use of the roof
of the Building, and subject to the rights of tenants in the Building pursuant
to leases executed prior to the date hereof, Landlord shall make available to
Tenant access to the roof for the construction, installation, maintenance,
repair, operation and use of the Satellite Dish, as well as reasonable space in
the Building to run electrical and


<PAGE>

telecommunications conduits from the Satellite Dish to the Premises. The
installation of the Satellite Dish shall constitute an Alteration and shall be
performed at Tenant's sole cost and expense (including, without limitation, any
costs and expenses in connection with reinforcing the roof of the Building, if
required) in accordance with and subject to the provisions of Article 3 hereof
and except as otherwise expressly set forth in this Article 39, the Satellite
Dish shall be deemed for all purposes of this Lease to be a Specialty
Alteration. All of the provisions of this Lease with respect to Tenant's
obligations hereunder shall apply to the installation, use and maintenance of
the Satellite Dish, including, without limitation, provisions relating to
compliance with Requirements, insurance, indemnity, repairs and maintenance. The
license granted to Tenant in this Article 39 shall not be assignable by Tenant
separate and apart from this Lease.

      Section 39.2. Landlord retains the right to use the portion of the roof on
which the Satellite Dish is located for any purpose whatsoever. Tenant shall use
the Satellite Dish so as not to cause any interference to other tenants or
Landlord in the Building or interference with or disturbance to the reception or
transmission of communication signals by or from any antenna, satellite dishes
or similar equipment previously installed by landlord or any other tenant in the
Building or damage to or interference with the operation of the Building or
Building Systems. Landlord shall use reasonable efforts to cause tenants who
enter into leases with Landlord after the date hereof that have the right to
place equipment on the roof to operate such equipment and, if Landlord has
equipment on the roof, Landlord shall operate such equipment, in a manner so as
not to cause any interference to Tenant or interference with or disturbance to
the reception or transmission of communications signals by or from the Satellite
Dish. If after any Satellite Dish is installed by Tenant it is discovered that
the Satellite Dish causes any such interference, damage or disturbance, then
Tenant, at its sole cost and expense, upon written notice from Landlord shall
relocate its Satellite Dish to another area on the roof reasonably designated by
Landlord provided that such relocation does not cause the transmission or
receipt of communication signals to be materially interrupted or impaired other
than temporarily in connection with such relocation. If such interference or
disturbance still occurs despite such relocation, or if no portion of the roof
is available for such relocation, Tenant, at its sole cost and expense, shall
remove its Satellite Dish from the roof of the Building. In the event Tenant
fails to relocate or remove the Satellite Dish within thirty (30) days after
written notice from Landlord, Landlord may do so, and Tenant shall promptly
reimburse Landlord for any costs incurred by Landlord in connection therewith.

      Section 39.3. If Tenant is in default under any provision of this Article
39 and such default continues for thirty (30) days after written notice from
Landlord, then, without limiting Landlord's rights and remedies Landlord may
otherwise have under this Lease the license granted pursuant to this Article 39
shall automatically terminate and, Tenant, upon written notice from Landlord,
shall, at Tenant's sole cost and expense immediately discontinue its use of the
Satellite Dish and remove the same from the roof of the Building.

<PAGE>

      Section 39.4. In addition to the right of Landlord to cause Tenant to
relocate the Satellite Dish pursuant to Section 39.2 hereof, Landlord may at its
option, at any time during the Term after reasonable prior notice to Tenant
(except in the event of an emergency) relocate the Satellite Dish to another
area on the roof designated by Landlord, provided that such relocation does not
cause the transmission or receipt of communication signals to be materially
interrupted or impaired other than temporarily in connection with such
relocation and, except as set forth with respect to Landlord's right to cause
Tenant to relocate the Satellite Dish pursuant to Section 39.2 hereof, such
relocation shall be performed at Landlord's sole cost and expense.

      Section 39.5. (A) Landlord shall not have any obligations with respect to
the Satellite Dish or compliance with any Requirements relating thereto
(including, without limitation, the obtaining of any required permits or
licenses, or the maintenance thereof), nor shall Landlord be responsible for any
damage that may be caused to Tenant or the Satellite Dish by any other tenant or
occupant of the Building. Landlord makes no representation that the Satellite
Dish will be able to receive or transmit communication signals without
interference or disturbance (whether or not by reason of the installation or use
of similar equipment by others on the roof) and Tenant agrees that Landlord
shall not be liable to Tenant therefor.

            (B) Tenant, at Tenant's sole cost and expense, shall maintain the
Satellite Dish and shall install such lightning rods or air terminals on or
about the Satellite Dish as Landlord may reasonably require.

            (C) Tenant shall (i) be solely responsible for any damage caused to
Landlord or any other Person or property as a result of the installation,
maintenance or use of the Satellite Dish, (ii) promptly pay any tax, license,
permit or other fees or charges imposed pursuant to any Requirements relating to
the installation, maintenance or use of the Satellite Dish, (iii) promptly
comply with all precautions and safeguards recommended by Landlord's insurance
company and all Governmental Authorities, and (iv) perform all necessary repairs
or replacements to, or maintenance of, the Satellite Dish.

      Section 39.6. Tenant acknowledges and agrees that the privileges granted
Tenant under this Article 39 shall merely constitute a license and shall not,
now or at any time after the installation of the Satellite Dish, be deemed to
grant Tenant a leasehold or other real property interest in the Building or any
portion thereof. Landlord shall not terminate the license granted to Tenant
pursuant to this Article 39 other than pursuant to the express provisions of
this Article 39. The license granted to Tenant in this Article 39 shall
automatically terminate and expire upon the expiration or earlier termination of
this Lease and the termination of such license shall be self-operative and no
further instrument shall be required to effect such termination. The foregoing
notwithstanding, upon request by Landlord, Tenant, at Tenant's sole cost and
expense, promptly shall execute and deliver to Landlord, in recordable form, any
certificate or


<PAGE>

other document confirming the termination of Tenant's right to use the roof of
the Building.

                                   ARTICLE 40
                                  TENANT SIGNS

      Section 40.1. Subject to the terms of this Article 40, Tenant shall have
the right to erect signs identifying Tenant as an occupant of the Building in
the lobby of the Building as described in, and in accordance with the
specifications described in, Exhibit "J" attached hereto and made a part hereof
(any such signs erected by Tenant being collectively referred to herein as
"Tenant Signs"). Tenant shall not be permitted to erect the Tenant Signs if, at
any time, (x) Tenant is not a LivePerson Party, or (y) Tenant (and/or a
LivePerson Party) does not occupy at least seventy- five percent (75%) of the
then rentable area of the Premises for the conduct of business (other than the
period after the Seventh Floor Space Commencement Date during which Tenant shall
be performing the Seventh Floor Space Initial Alterations and moving its
property and employees into the Seventh Floor Space). Tenant, at Tenant's sole
cost and expense, shall operate, maintain and repair any Tenant Signs that
Tenant erects pursuant to this Section 40.1 in a first-class manner and in
compliance with all applicable Requirements. Tenant shall not have the right to
illuminate any Tenant Sign. Tenant shall have the right to use the signs only to
identify (x) LivePerson, or (y) a LivePerson Party (other than LivePerson).
Tenant, at Tenant's sole cost and expense, shall remove Tenant Signs promptly
upon the earlier to occur of (x) the Expiration Date, and (y) the date that
Tenant has no further right to erect Tenant Signs pursuant to this Section 40.1,
and shall repair any damage caused by the installation of Tenant Signs or such
removal.

      Section 40.2. Prior to making any installation of Tenant Signs as
contemplated by this Article 40, Tenant shall (i) at Tenant's expense, obtain
all permits, approvals and certificates required by any Governmental
Authorities, agreed that all filings with Governmental Authorities to
obtain such permits, approvals and certificates shall be made, at Tenant's
expense, by a Person designated by Landlord (it being understood that (x) the
Person initially so designated by Landlord is CR&A, and (y) Tenant shall not
discharge CR&A unless CR&A's fees are not commercially competitive or Tenant in
good faith believes CR&A is not performing its services properly), and (ii)
furnish to Landlord duplicate original policies or certificates thereof of
worker's compensation (covering all persons to be employed by Tenant, and
Tenant's contractors and subcontractors, in either case in connection with the
installation of Tenant Signs) and general commercial public liability (including
property damage coverage) insurance in such form, with such companies, for such
periods and in such amounts as Landlord may reasonably approve, naming Landlord
and its agents, any Lessor and any Mortgagee, as additional insureds. Upon
completion of such installation, Tenant, at Tenant's expense, shall obtain
certificates of final approval of such installation required by any Governmental
Authority and shall furnish Landlord with copies thereof, together with final,
marked drawings and field notes for such installation,


<PAGE>

it being agreed that all filings with Governmental Authorities to obtain such
permits, approvals and certificates shall be made, at Tenant's expense, by a
Person designated by Landlord (it being understood that (x) the Person initially
so designated by Landlord is CR&A, and (y) Tenant shall not discharge CR&A
unless CR&A's fees are not commercially competitive or Tenant in good faith
believes CR&A is not performing its services properly). Such installation shall
be made and performed substantially in accordance with Exhibit "H" attached
hereto, all Requirements, the Rules and Regulations, and all rules and
regulations relating to Alterations promulgated by Landlord in its reasonable
judgment. All materials and equipment to be incorporated in the Building as a
result of any such installation or a part thereof shall be first quality and no
such materials or equipment (other than Tenant's Property) shall be subject to
any lien, encumbrance, chattel mortgage or title retention or security
agreement.

                                   ARTICLE 41
                                  RENTAL VALUE

      Section 41.1. (A) As used herein, the term "Rental Value" shall mean an
amount equal to ninety-five percent (95%) of the annual fair market rental value
of the Applicable Area (the "Fair Market Rent") on the Recognition Effective
Date.

            (B) As used herein, the term "Applicable Area" shall mean the
portion of the Premises demised under a Major Sublease (other than any Excluded
Space) in connection with the determination of the Rental Value therefor
pursuant to Section 7.8 hereof.

            (C) As used herein, the term "Base Rental Amount" shall mean the
greater of (x) the amount described in Section 7.8(i)(A) hereof, and (y) the
amount described in Section 7.8(i)(B) hereof.

            (D) The Fair Market Rent shall be determined on the basis of the use
of the Applicable Area as offices assuming that the Applicable Area is free and
clear of all leases and tenancies (including this Lease), that the Applicable
Area is available in the then rental market for comparable office buildings in
Manhattan, that Landlord has had a reasonable time to locate a tenant who rents
with the knowledge of the uses to which the Applicable Area can be adapted, and
that neither Landlord nor the subtenant under the applicable Major Sublease is
under any compulsion to rent, and taking into account:

                  (1) the fact that the Base Taxes and the Base Operating
Expenses for the Applicable Area shall not change for the purpose of calculating
the Escalation Rent payable pursuant to Article 27 hereof, which payments shall
continue to be made for the remainder of the Term;

                  (2) the fact that as of the Recognition Effective Date, the


<PAGE>

subtenant under the applicable Major Sublease shall not be required to pay, in
addition to the escalation payments presently provided for under this Lease,
Tenant's Share (as described in Section 7.8(vi) hereof) of such other escalation
payments, if any, which landlords are then charging tenants under leases or
offers for leases in other office buildings which are similar in character or
location to the Building;

                  (3) that the subtenant under the applicable Major Sublease is
deemed to have received rent concessions or other inducements (in the form of
free rent, work allowance or otherwise) which, in the then current rental market
for comparable office buildings in Manhattan, are given for a lease with a term
comparable to the term with respect to the Applicable Area (regardless of the
fact that such concessions or inducements are not being given under this Lease
for the Applicable Area);

                  (4) that Landlord is assumed to be obligated to pay a
brokerage commission to the Broker with respect to the Applicable Area; and

            (E) For purposes of determining the Rental Value, the following
procedure shall apply:

                  (1) Landlord and the subtenant under the applicable Major
Sublease shall each contemporaneously deliver to the other, at Landlord's
office, a written notice (each a "Rent Notice"), on a date mutually agreed upon,
but in no event later than ten (10) days after the Recognition Effective Date
with respect to the portion of the Premises demised under a Major Sublease
(other than any Excluded Space), which Rent Notice shall set forth each of their
respective determinations of the Rental Value (Landlord's determination of the
Rental Value is referred to as "Landlord's Determination" and such subtenant's
determination of the Rental Value is referred to as "Tenant's Determination").
If Landlord shall fail or refuse to give such Rent Notice as aforesaid,
Landlord's Determination shall be deemed to be equal to the Base Rental Amount
and if such subtenant shall fail or refuse to give such Rent Notice as
aforesaid, Tenant's Determination shall be deemed to be the same as Landlord's
Determination. If neither Landlord nor the subtenant under the applicable Major
Sublease shall deliver a Rent Notice as aforesaid, the Rental Value shall be
deemed to be equal to the Base Rental Amount. Landlord acknowledges that Tenant
may participate with the subtenant under the applicable Major Sublease in this
process.

                  (2) If Landlord's Determination and Tenant's Determination are
not equal and Tenant's Determination is lower than Landlord's Determination, and
each of Landlord's Determination and Tenant's Determination exceeds an amount
equal to the Base Rental Amount, Landlord and the subtenant under the applicable
Major Sublease shall attempt to agree upon the Fair Market Rent (and
accordingly, the Rental Value). If Tenant's Determination is higher than
Landlord's Determination, the Rental Value shall be equal to Landlord's
Determination. If Landlord and the subtenant under the applicable Major Sublease
mutually agree upon the determination (the "Mutual


<PAGE>

Determination") of the Rental Value, then their determination shall be final and
binding upon the parties. If Landlord and such subtenant are unable to reach a
Mutual Determination within ten (10) days after delivery of Landlord's
Determination to such subtenant and Tenant's Determination to Landlord, then
Landlord and such subtenant shall jointly select an independent real estate
appraiser (the "Appraiser") whose fee shall be borne equally by Landlord and
such subtenant. If Landlord and such subtenant are unable to jointly agree on
the designation of the Appraiser within ten (10) days after they are requested
to do so by either party, then the parties agree to allow the American
Arbitration Association, or any successor organization, to designate the
Appraiser in accordance with the rules, regulations and/or procedures then
obtaining of the American Arbitration Association or any successor organization.

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

                  (4) It is expressly understood that any determination of the
Rental Value pursuant to this Article shall be based on the criteria stated in
Section 41.1(D) hereof.

            (F) After a determination has been made of the Rental Value, the
parties shall execute and deliver to each other an instrument setting forth the
Fixed Rent for the premises demised under a Major Sublease for the period from
and after the Recognition Effective Date.

            (G) If the final determination of the Rental Value shall not be made
on or before the Recognition Effective Date in accordance with the provisions of
this Article 41, then, pending such final determination, the Rental Value shall
be deemed to be an amount equal to the Base Rental Amount, except that from and
after the date that Landlord has submitted Landlord's Determination, and the
subtenant under the applicable Major Sublease has submitted Tenant's
Determination, in either case as contemplated by this Section 41.1, the Rental
Value (pending the final determination thereof) shall be deemed to be Landlord's
Determination. If, based upon the final determination hereunder of the Rental
Value, the payments made by the subtenant on account of the Fixed Rent for the
period prior to the final determination of the Rental Value were less than the
payments for such period as determined pursuant to this


<PAGE>

Article 41, then such subtenant not later than the tenth (10th) day after
Landlord's demand therefor, shall pay to Landlord the amount of such deficiency.
If, based upon the final determination of the Rental Value, the payments made by
such subtenant on account of the Fixed Rent for the period prior to the final
determination of the Rental Value were more than the payments for such period as
determined pursuant to this Article 41, then Landlord, not later than the tenth
(10th) day after such subtenant's demand therefor, shall, at Landlord's option,
pay such excess to such subtenant or, to the extent applicable, credit such
excess against the Rental thereafter coming due hereunder.


<PAGE>

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

                                  VORNADO 330 WEST 34TH STREET L.L.C.,
                                  Landlord

                                  By: Vornado Realty L.P., member

                                  By: Vornado Realty Trust, general partner

                                  By:     /s/ Joseph Macnow
                                      --------------------------------------
                                         Joseph Macnow
                                         Executive Vice President
                                         Officer

                                  LIVEPERSON, INC., Tenant

                                  By:/s/ Dean Margolis
                                     ---------------------------------------
                                     Dean Margolis
                                     Chief Operating Officer

                                      Fed. Id. No. 13-3861628


<PAGE>

                                 ACKNOWLEDGMENTS

STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )

      On the ___ day of March in the year 2000 before me, the undersigned, a
Notary Public in and said State, personally appeared ____________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.

                                  Notary Public

STATE OF NEW YORK  )
                   ) ss.:
COUNTY OF NEW YORK )

      On the ___ day of March in the year 2000 before me, the undersigned, a
Notary Public in and said State, personally appeared ____________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


                                  Notary Public


<PAGE>

                                   Schedule A

                              RULES AND REGULATIONS

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

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

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

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

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

      (6) The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings,


<PAGE>

rubbish, rags, acids or other substances shall be deposited therein. All damages
resulting from any misuse of the fixtures shall be borne by Tenant.

      (7) Subject to the provisions of Article 3 of this Lease, Tenant shall not
mark, paint, drill into, or in any way deface any part of the Premises or the
Building. No boring, cutting or stringing of wires shall be permitted, except
with the prior written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed.

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

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

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

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

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

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

      (14) Tenant shall not occupy or permit any portion of the Premises demised
to it to be occupied as an office for a public stenographer or typist, or for
the possession, storage, manufacture, or sale of liquor, narcotics, dope, or as
a barber or manicure


<PAGE>

shop, or as an employment bureau.

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

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

      (17) Landlord reserves the right to exclude from the Building between the
hours of 6 P.M. and 8 A.M. and at all hours on days other than Business Days all
persons who do not present a pass to the Building signed or approved by
Landlord. Tenant shall be responsible for all persons for whom a pass shall be
issued at the request of Tenant and shall be liable to Landlord for all acts of
such persons.

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

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

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

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

      (22) Except as specifically provided in Section 2.2 of this Lease, Tenant
shall not do any cooking, conduct any restaurant, luncheonette or cafeteria for
the sale or service of food or beverages to its employees or to others, or cause
or permit any odors of cooking or other processes or any unusual or
objectionable odors to emanate from the Premises. Tenant shall not permit the
delivery of any food or beverage to the Premises, except by such persons
delivering the same as shall be approved by Landlord, which approval shall not
be unreasonably withheld, conditioned or delayed.

      (23) Landlord shall have the right to require that all messengers and
other Persons delivering packages, papers and other materials to Tenant (i) be
directed to deliver such


<PAGE>

packages, papers and other materials to a Person designated by Landlord who will
distribute the same to Tenant or (ii) be escorted by a person designated by
Landlord to deliver the same to Tenant

      (25) Landlord and its agents reserve the right to inspect all packages,
boxes, bags, suitcases, and other large items carried into the Building, and to
refuse entry into the Building to any person who either refuses to cooperate
with such inspection or who is carrying any object which may be dangerous to
persons or property. In addition, Landlord reserves the right to implement such
further measures designed to ensure safety of the Building and the persons and
property located therein as Landlord shall reasonably deem necessary or
desirable.


<PAGE>

                                   Schedule B

                             CLEANING SPECIFICATIONS

GENERAL CLEANING:

NIGHTLY

         General Offices:

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

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

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

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

      5.    Empty and clean all waste disposal cans and baskets.

      6.    Dust interiors of all waste disposal cans and baskets.

      7.    Wash clean all water fountains and coolers.

      Public Lavatories (Base Building):

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

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

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

      4.    Wash all toilet seats.

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

      6.    Empty paper receptacles and remove wastepaper.

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


<PAGE>

            to Tenant shall be that portion of a reasonable charge for such
            supplies that is reasonably allocable to Tenant.

      8.    Empty and clean sanitary disposal receptacles.

WEEKLY:

      1.    Vacuum clean all carpeting and rugs.

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

      3.    Wipe clean all brass and other bright work.

QUARTERLY:

High dust the Premises complete, including the following:

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

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

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

      4.    Dust all venetian blinds.

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


<PAGE>

                                   Schedule C

                            LANDLORD'S STANDARD RATES

                                 [See Attached]


<PAGE>

                                   EXHIBIT "A"

                              EXISTING GROUND LEASE

            Lease, dated July 28, 1967, made by and between Massachusetts Mutual
Life Insurance Company ("Mass Mutual"), as lessor, and Stacrat Corp., as lessee,
a memorandum of which was recorded on August 2, 1967 in Record Liber 205, page
355, in the New York County Register's Office ("Register's Office"); the
interest of lessee under which Lease was acquired by Village Resources, Inc.
("VRI"), by virtue of mesne assignments dated November 1, 1968 (recorded
November 13, 1968 in Reel 122, page 1924 in the Register's Office), and May 8,
1978 (recorded on June 13, 1978 in Reel 527, page 752 in the Register's Office),
respectively; which Lease was modified by unrecorded Lease Modification
Agreement dated as of January 1, 1980 between Mass Mutual, as lessor, and VRI,
as lessee; the interest of lessor under which lease was assigned by Mass Mutual
to 330 West 34th Street Associates ("330 Associates") by an unrecorded
assignment dated July 1, 1986 in connection with the sale of the Land (as
described in such Lease) by Mass Mutual to 330 Associates by Deed dated July 1,
1986 and recorded July 7, 1986 in Reel 1084, page 937 in the Register's Office;
and which Lease was amended and restated by Restatement of Lease Agreement (the
"First Lease Restatement") dated as of September 9, 1986, between 330
Associates, as lessor, and VRI, as lessee, a memorandum of which First Lease
Restatement was duly recorded on October 29, 1986 in the Register's Office in
Reel 1136, page 247); the interest of lessee under which Lease was assigned by
VRI to M/H 34th Street Associates ("M/H Associates"), by Assignment of Lease
dated as of December 1, 1986 and recorded in the Register's Office on December
11, 1986 in Reel 1155, Page 1152; and which First Lease Restatement was amended
and restated by Second Restatement of Lease Agreement (the "Second Lease
Restatement") dated as of December 1, 1986 by and between 330 Associates, as
lessor, and M/H Associates, as lessee, a memorandum of which Second Lease
Restatement was recorded in the Register's Office on December 11, 1986 in Reel
1155, Page 1156; the interest of lessee under which Second Lease Restatement was
assigned by M/H Associates to Mendik Real Estate Limited Partnership by an
Assignment and Assumption of Ground Lease, dated as of April 23, 1987, and
recorded in the Register's Office on May 21, 1987 in Reel 1233, Page 2477; and
which Second Lease Restatement was modified pursuant to that certain First
Modification of Ground Lease, dated as of August 13, 1999 between 330
Associates, as landlord, and Vornado 330 West 34th Street L.L.C., as tenant.


<PAGE>

                                   EXHIBIT "B"

                            SEVENTH FLOOR SPACE PLAN

                                 [See Attached]


<PAGE>

                                   EXHIBIT "C"

                          TENTH FLOOR SPACE FLOOR PLAN

                                 [See Attached]


<PAGE>

                                   EXHIBIT "D"

                      RULES AND REGULATIONS FOR ALTERATIONS

                                 [See Attached]


<PAGE>

                                   EXHIBIT "E"

                              APPROVED CONTRACTORS

                                 [See Attached]


<PAGE>

                                   EXHIBIT "F"

                                   STAIRWELLS

                                 [See Attached]


<PAGE>

                                   EXHIBIT "G"

                           FIXED RENT PER SQUARE FOOT

$34.00      Commencement Date through the day immediately prior to the Third
            Anniversary Date.

$37.00      The Third Anniversary Date through the day immediately prior to the
            Seventh Anniversary Date.

$40.00      The Seventh Anniversary Date through the Expiration Date.


<PAGE>

                                   EXHIBIT "H"

                        TENTH FLOOR SPACE LANDLORD'S WORK

o     Provide that all perimeter-heating systems will be in good working order
      during building standard hours. Landlord to provide manual control valves
      on all radiators.

o     HVAC - Furnish and install two (58) ton Trane water-cooled units as
      described in the specifications that are a part of this Exhibit "H"
      (excluding ductwork) and accompanying mechanical equipment rooms.

o     Demolish all existing partitions and deliver Premises in "broom clean"
      condition.

o     Repair and replace damaged or missing fireproof encasement of beams
      throughout the entire premises. Patching to be performed in a workmanlike
      manner, only in those areas where required for fireproofing purposes, with
      resulting finished surfaces flush and smooth and ready for paint.

o     Remove all flooring finishes that contain Asbestos Containing Materials
      (ACM). Tenant shall remove all finished flooring therefore, Landlord shall
      remove any and all finished flooring that contains asbestos.

o     Patch and Fireproof two (2) columns and fifteen (15) beams where
      necessary.

o     Provide sprinkler system in "existing" configuration in good working
      order.

o     Flash patch floor smooth and level, flush to adjacent surfaces where
      necessary.

o     Provide a sufficient amount of "Class E" System points at the "Class E"
      System located in the lobby of the Building.

o     Provide ACP-5 Certificate.

o     Remove all unnecessary electrical conduit, receptacles, panel boards and
      other non-essential items in the space.

o     Replace one (1) window.

o     Perform sheetrock or plaster repairs to the perimeter walls where
      necessary.


<PAGE>

                                                    EXHIBIT "I"

SEVENTH FLOOR SPACE LANDLORD'S WORK o Provide that all perimeter-heating systems
      will be in good working order during building standard hours. Landlord to
      provide manual control valves on all radiators.

o     HVAC - Furnish and install two (58) ton Trane water-cooled units as
      described in the specifications that are a part of Exhibit "H" hereof
      (excluding ductwork) and accompanying mechanical equipment rooms.

o     Demolish all existing partitions and deliver Premises in "broom clean"
      condition.

o     Repair and replace damaged or missing fireproof encasement of beams
      throughout the entire premises. Patching to be performed in a workmanlike
      manner, only in those areas where required for fireproofing purposes, with
      resulting finished surfaces flush and smooth and ready for paint.

o     Remove all flooring finishes that contain Asbestos Containing Materials
      (ACM). Tenant shall remove all finished flooring therefore, Landlord shall
      remove any and all finished flooring that contains asbestos.

o     Patch and Fireproof eighteen (18) beams were necessary. o Provide
      sprinkler system in "existing" configuration in good working order. o
      Flash patch floor smooth and level, flush to adjacent surfaces where
      necessary. o Provide a sufficient amount of "Class E" System points at the
      "Class E" System located in the lobby of the Building.

o     Provide ACP-5 Certificate.

o     Remove all unnecessary electrical conduit, receptacles, panel boards and
      other non-essential items in the space.

o     Replace five (5) windows.

o     Perform sheetrock or plaster repairs to the perimeter walls where
      necessary.


<PAGE>

                                   EXHIBIT "J"

                                  TENANT SIGNS

                                 [See Attached]


<PAGE>

                               AGREEMENT OF LEASE

                                     between

                      VORNADO 330 WEST 34TH STREET L.L.C.,

                                    Landlord

                                       and

                                LIVEPERSON, INC.,

                                     Tenant

                              330 West 34th Street
                               New York, New York

                               PROSKAUER ROSE LLP
                                  1585 Broadway
                          New York, New York 10036-8299


<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----
ARTICLE 1   DEMISE, PREMISES, TERM, RENT...................................11

ARTICLE 2   USE AND OCCUPANCY..............................................12

ARTICLE 3   ALTERATIONS....................................................13

ARTICLE 4   REPAIRS-FLOOR LOAD.............................................23

ARTICLE 5   WINDOW CLEANING................................................25

ARTICLE 6   REQUIREMENTS OF LAW............................................25

ARTICLE 7   SUBORDINATION..................................................27

ARTICLE 8   RULES AND REGULATIONS..........................................34

ARTICLE 9   INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT..............35

ARTICLE 10  DESTRUCTION-FIRE OR OTHER CAUSE................................37

ARTICLE 11  EMINENT DOMAIN.................................................41

ARTICLE 12  ASSIGNMENT, SUBLETTING, MORTGAGE, ETC..........................43

ARTICLE 13  ELECTRICITY  ..................................................60

ARTICLE 14  ACCESS TO PREMISES.............................................61

ARTICLE 15  CERTIFICATE OF OCCUPANCY.......................................63

ARTICLE 16  DEFAULT........................................................64

ARTICLE 17  REMEDIES AND DAMAGES...........................................67

ARTICLE 18  LANDLORD FEES AND EXPENSES.....................................69

ARTICLE 19  NO REPRESENTATIONS BY LANDLORD.................................70

ARTICLE 20  END OF TERM....................................................72

ARTICLE 21  QUIET ENJOYMENT................................................73


<PAGE>

ARTICLE 22  FAILURE TO GIVE POSSESSION.....................................73

ARTICLE 23  NO WAIVER......................................................74

ARTICLE 24  WAIVER OF TRIAL BY JURY........................................75

ARTICLE 25  INABILITY TO PERFORM...........................................76

ARTICLE 26  BILLS AND NOTICES..............................................76

ARTICLE 27  ESCALATION.....................................................77

ARTICLE 28  SERVICES.......................................................87

ARTICLE 29  PARTNERSHIP TENANT.............................................91

ARTICLE 30  VAULT SPACE....................................................92

ARTICLE 31  SECURITY.......................................................92

ARTICLE 32  CAPTIONS.......................................................94

ARTICLE 33  PARTIES BOUND..................................................94

ARTICLE 34  BROKER.........................................................94

ARTICLE 35  INDEMNITY......................................................94

ARTICLE 36  ADJACENT EXCAVATION-SHORING....................................96

ARTICLE 37  MISCELLANEOUS..................................................96

ARTICLE 38  RENT CONTROL...................................................99

ARTICLE 39  SATELLITE DISH................................................100

ARTICLE 40  TENANT SIGNS..................................................102

ARTICLE 41  RENTAL VALUE..................................................103


<PAGE>


Schedule A -   Rules and Regulations
Schedule B -   Cleaning Specifications
Schedule C -   Landlord's Standard Rates
EXHIBIT "A"    Existing Ground Lease
EXHIBIT "B" -  Seventh Floor Space Floor Plan
EXHIBIT "C" -  Tenth Floor Space Floor Plan
EXHIBIT "D" -  Rules and Regulations For Alterations
EXHIBIT "E"    Approved Contractors
EXHIBIT "F"    Stairwells
EXHIBIT "G" -  Fixed Rent Per Square Foot
EXHIBIT "H" -  Tenth Floor Space Landlord's Work
EXHIBIT "I" -  Seventh Floor Space Landlord's Work
EXHIBIT "J" -  Tenant Signs