<PAGE>

                                                                   EXHIBIT 10.14

                                                              EXECUTION ORIGINAL

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                               AGREEMENT OF LEASE

                                     Between

                      SL GREEN OPERATING PARTNERSHIP, L.P.

                                    Landlord,

                                       AND

                                INTRALINKS, INC.

                                     Tenant.

                                    Premises:
                               Part of Floor 1 2A
                                  1372 Broadway
                               New York, New York

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<PAGE>

                                TABLE OF CONTENTS

            Caption                                                         Page
            -------                                                         ----

 1.    BASIC LEASE TERMS ...................................................   1
             A.    Premises ................................................   1
             B.    Commencement Notice .....................................   2
             C.    Definitions .............................................   2
             D.    Rent Credit .............................................   4

 2.    USE AND OCCUPANCY ...................................................   4
             A.    Permitted Uses ..........................................   4
             B.    Use Prohibitions ........................................   4

 3.    ALTERATIONS .........................................................   5
             A.    Alterations Within Premises .............................   5
             B.    Chlorofluorocarbons .....................................   6
             C.    Submission of Plans .....................................   6
             D.    Mechanics' Liens; Labor Conflicts .......................   7

 4.    REPAIRS - FLOOR LOAD ................................................   8

 5.    WINDOW CLEANING .....................................................   9

 6.    REQUIREMENTS OF LAW .................................................   9

 7.    SUBORDINATION .......................................................  10
             A.    Subordination ...........................................  10
             B.    Attornment ..............................................  11

 8.    RULES AND REGULATIONS ...............................................  11

 9.    INSURANCE ...........................................................  12
             A.    Tenant's Insurance ......................................  12
             B.    Tenant's Improvement Insurance ..........................  13
             C.    Waiver of Subrogation ...................................  13

10.    DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE ................  14
             A.    Repair of Damage ........................................  14
             B.    Landlord's Termination Option ...........................  15
             C.    Repair Delays ...........................................  15
             D.    Provision Controlling ...................................  15
             E.    Property Loss or Damage .................................  15


                                       i
<PAGE>

 11.   CONDEMNATION ........................................................  17
             A.    Condemnation ............................................  17
             B.    Award ...................................................  17

 12.   ASSIGNMENT AND SUBLETTING ...........................................  18
             A.    Prohibition Without Consent .............................  18
             B.    Notice of Proposed Transfer .............................  18
             C.    Landlord's Options ......................................  19
             D.    Termination by Landlord .................................  19
             E.    Takeback by Landlord ....................................  19
             F.    Effect of Takeback or Termination .......................  20
             G.    Conditions for Landlord's Approval. .....................  21
             H.    Future Requests .........................................  24
             I.    Sublease Provisions .....................................  24
             J.    Profits from Assignment or Subletting ...................  25
             K.    Other Transfers .........................................  26
             L.    Related Corporation .....................................  27
             M.    Assumption by Assignee ..................................  27
             N.    Liability of Tenant .....................................  27
             0.    Listings ................................................  27
             P.    Exclusive Broker ........................................  28
             Q.    Re-entry by Landlord ....................................  28

 13.   CONDITION OF THE PREMISES ...........................................  29
             A.    Acceptance by Tenant ....................................  29
             B.    Tenant's Initial Alteration .............................  29

 14.   ACCESS TO PREMISES ..................................................  29

 15.   CERTIFICATE OF OCCUPANCY ............................................  31

 16.   LANDLORD'S LIABILITY ................................................  31

 17.   DEFAULT .............................................................  32
             A.    Events of Default; Conditions of Limitation .............  32
             B.    Effect of Bankruptcy ....................................  33
             C.    Conditional Limitation ..................................  34

 18.   REMEDIES AND DAMAGES ................................................  34
             A.    Landlord's Remedies .....................................  34
             B.    Damages .................................................  35
             C.    Legal Fees ..............................................  37

 19.   FEES AND EXPENSES ...................................................  37
             A.    Curing Tenant's Defaults ................................  37


                                       ii

<PAGE>

             B.    Late Charges ............................................  38

 20.   NO REPRESENTATIONS BY LANDLORD ......................................  38

 21.    END OF TERM ........................................................  38
             A.    Surrender of Premises ...................................  38
             B.    Holdover by Tenant ......................................  39

 22.   QUIET ENJOYMENT .....................................................  39

 23.   FAILURE TO GIVE POSSESSION ..........................................  40

 24.   NO WAIVER ...........................................................  40

 25.   WAIVER OF TRIAL BY JURY .............................................  41

 26.   INABILITY TO PERFORM ................................................  42

 27.   BILLS AND NOTICES ...................................................  42

 28.   ESCALATION ..........................................................  43
             A.    Defined Terms ...........................................  43
             B.    Escalation ..............................................  43
             C.    Payment of Escalations ..................................  45
             D.    Adjustments .............................................  47
             E.    Capital Improvements ....................................  48

 29.    SERVICES ...........................................................  48
             A.    Elevator ................................................  48
             B.    Heating .................................................  48
             C.    Cooling .................................................  49
             D.    After Hours and Additional Services .....................  49
             E.    Cleaning ................................................  50
             F.    Sprinkler System ........................................  51
             G.    Water ...................................................  51
             H.    Electricity Service .....................................  52
             I.    Interruption of Services ................................  54

30.   PARTNERSHIP TENANT ...................................................  55
             A.    Partnership Tenants .....................................  55
             B.    Limited Liability Entity ................................  56

31.   VAULT SPACE ..........................................................  57

32.   SECURITY DEPOSIT .....................................................  57


                                       iii
<PAGE>

             A.    Deposit of Security .....................................  57
             B.    Reduction in Security Deposit ...........................  58
             C.    Review of Security Deposit ..............................  58

 33.   CAPTIONS ............................................................  58

 34.   ADDITIONAL DEFINITIONS ..............................................  59

 35.   PARTIES BOUND .......................................................  59

 36.   BROKER ..............................................................  59

 37.   INDEMNITY ...........................................................  59

 38.   ADJACENT EXCAVATION SHORING .........................................  60

 39.   ADDITIONAL SPACE ....................................................  60
             A.    The Subleased Premises ..................................  60
             B.    Condition of the Subleased Premises .....................  61
             C.    Modifications to Lease ..................................  61

40.    MISCELLANEOUS .......................................................  62
             A.    No Offer ................................................  62
             B.    Signatories .............................................  62
             C.    Certificates ............................................  63
             D.    Directory Listings ......................................  63
             E.    Authority ...............................................  63
             F.    Signage .................................................  64
             G.    Consents and Approvals ..................................  64


                                       iv

<PAGE>

Exhibit 1          Floor Plan of Premises

Exhibit 2          Floor Plan of Subleased Premises

Schedule A         Rules and Regulations

Schedule B         Tenant's Initial Alteration

Schedule C         Requirements for Certificates of Final Approval

Schedule D         Tenant Alteration Work and New Construction Conditions and
                   Requirements


                                        v
<PAGE>

                             INDEX OF DEFINED TERMS
TERM                                                                        PAGE

Alterations .................................................................. 5
Assessed Valuation .......................................................... 43
Base Labor Rates ............................................................ 45
Base Labor Year .............................................................. 3
Base Tax Year ................................................................ 3
Base Taxes .................................................................. 43
Broker ....................................................................... 3
Building ..................................................................... 1
business days ............................................................... 59
CFC .......................................................................... 6
Class A Office Buildings .................................................... 44
Commencement Date ............................................................ 2
Comparison Year ............................................................. 44
Deficiency .................................................................. 35
Events of Default ........................................................... 32
Excluded Capital Improvements ............................................... 48
Expiration Date .............................................................. 2
Final Plans ................................................................ B-2
General Contractor ......................................................... B-2
Governmental Entity ......................................................... 26
Hazardous Substances ......................................................... 3
Interim Electrical Charge ................................................... 54
Labor Rate Factor ............................................................ 3
Labor Rate Multiple .......................................................... 3
Labor Rates ................................................................. 44
Landlord ..................................................................... 1
Landlord's Consultant ........................................................ 6
Landlord's Contribution .................................................... B-2
Landlord's Statement ........................................................ 45
Leaseback Space ............................................................. 19
Limited Liability Successor Entity .......................................... 56
Mortgages ................................................................... 10
office(s) ................................................................... 59
Others ...................................................................... 44
Overtime Periods ............................................................ 50
Parties ..................................................................... 31


                                       vi
<PAGE>

Partnership Tenant .......................................................... 55
Permitted Uses ............................................................... 3
Premises ..................................................................... 1
R.A.B. ...................................................................... 44
Real Property ................................................................ 1
reenter/reentry ............................................................. 59
related corporation ......................................................... 27
Rent ......................................................................... 2
Rent Commencement Date ....................................................... 3
Rules and Regulations ....................................................... 11
Security Deposit ............................................................. 3
Sublet Space ................................................................ 24
Superior Leases ............................................................. 10
Tax Year .................................................................... 43
Taxes ....................................................................... 43
Tenant ......................................................................  1
Tenant's Initial Alteration ............................................. 3, B-1
Tenant's Proportionate Share ................................................. 3
Term ......................................................................... 1


                                       vii
<PAGE>

AGREEMENT OF LEASE, made as of this 23rd day of March, 1998 between SL GREEN
OPERATING PARTNERSHIP, L.P., a _______________ limited partnership, having an
office c/o SL Green Realty Corp., 70 West 36th Street, New York, New York 10018
("Landlord") and INTRALINKS, INC., a Delaware corporation, having an office at
1372 Broadway, New York, New York 10018 ("Tenant").

                                   WITNESSETH:

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

1. BASIC LEASE TERMS.

      A. Premises. Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord a portion of floor 12A, as more particularly shown hatched on Exhibit 1
annexed hereto and made a part hereof (the "Premises") in the building known as
1372 Broadway, in the Borough of Manhattan, New York County, City and State of
New York (the "Building" and together with the plot of land upon which such
building stands, the "Real Property") for a term (the "Term") to commence on the
"Commencement Date" (hereinafter defined), and to end on the "Expiration Date"
(hereinafter defined), both dates inclusive, unless the Term shall sooner end
pursuant to any of the terms, covenants or conditions of this Lease or pursuant
to law at the "Rent" (hereinafter defined, which Rent shall also include any
additional rent payable hereunder), which Tenant agrees to pay in lawful money
of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, in equal monthly installments,
in advance, commencing on the Commencement Date and on the first (1st) day of
each calendar month thereafter during the Term (except as hereinafter otherwise
provided), at the office of Landlord or such other place as Landlord may
designate, without any set-off, offset, abatement or deduction whatsoever,
except that Tenant shall pay the first monthly installment on the execution
hereof. If the Rent Commencement Date (as hereinafter defined) shall occur on a
date other than the first (1st) day of any calendar month, Tenant shall pay to
Landlord, on the first (1st) day of the month next succeeding the month during
which the Rent Commencement Date shall occur, an amount equal to such proportion
of an equal monthly installment of Rent as the number of days from and including
the Rent Commencement Date bears to the total number of days in said calendar
month. Such payment, together with the sum paid by Tenant upon the execution of
this Lease, shall constitute payment of the Rent for the period from the Rent
<PAGE>

Commencement Date to and including the last day of the next succeeding calendar
month.

      B. Commencement Notice. After the determination of the Commencement Date,
and at Landlord's request, Tenant agrees, upon demand of Landlord, to execute,
acknowledge and deliver to Landlord an instrument, in form satisfactory to
Landlord, setting forth the Commencement Date.

      C. Definitions. The following definitions contained in this subsection C
of this Article 1 shall have the meanings hereinafter set forth used throughout
this Lease, Exhibits, Schedules and Riders (if any).

      (i)   "Commencement Date" shall mean the date of mutual execution and
            delivery of this Lease.

      (ii)  "Expiration Date" shall mean the last day of the month in which the
            ten (10) year anniversary of the Commencement Date shall occur.

      (iii) "Rent" shall mean:

            (a)   for the period commencing on the Commencement Date through and
                  including the day immediately preceding the date on which the
                  third (3rd) anniversary of the Commencement Date shall occur,
                  One Hundred Eighty-Five Thousand Four Hundred and 00/00
                  ($185,400.00) Dollars per annum, payable in equal monthly
                  installments of Fifteen Thousand Four Hundred Fifty and 00/100
                  ($15,450.00) Dollars each;

            (b)   for the period commencing on the date on which the third (3rd)
                  anniversary of the Commencement Date shall occur through and
                  including the day immediately preceding the date on which the
                  seventh (7th ) anniversary of the Commencement Date shall
                  occur, One Hundred Ninety-Six Thousand Five Hundred
                  Twenty-Four and 00/100 ($196,524.00) Dollars per annum,
                  payable in equal monthly installments of Sixteen Thousand
                  Three Hundred Seventy-Seven and 00/100 ($16,377.00) each; and


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<PAGE>

             (c)   for the period commencing on the date on which the seventh
                   (7th) anniversary of the Commencement Date shall occur
                   through and including the Expiration Date, Two Hundred Seven
                   Thousand Six Hundred Forty-Eight and 00/100 ($207,648.00)
                   Dollars per annum, payable in equal monthly installments of
                   Seventeen Thousand Three Hundred Four and 00/100 ($17,304.00)
                   Dollars each.

      (iv)   "Tenant's Initial Alteration" shall mean the work and installations
             at the Premises as set forth in Schedule B. All of the terms,
             covenants and conditions of Schedule B are incorporated in this
             Lease by reference and shall be deemed a part of this Lease as
             though more fully set forth in the body of this Lease.

      (v)    "Rent Commencement Date" shall mean the three (3) month anniversary
             of the Commencement Date, subject to the provisions of Section D
             below.

      (vi)   "Permitted Uses" shall mean executive and general offices in
             connection with Tenant's business.

      (vii)  "Base Tax Year" shall mean the Tax Year (as defined in Article 28
             hereof) 1998/1999.

      (viii)  "Tenant's Proportionate Share" shall mean one and five-tenth
             percent (1.5% ).

      (ix)   "Base Labor Year" shall mean the calendar year 1998.

      (x)    "Labor Rate Factor" shall mean 7,416.

      (xi)   "Labor Rate Multiple" shall mean one (1).

      (xii)  "Security Deposit" shall mean the sum of $92,700.00, subject to
             adjustment as provided in Articles 32 and 39 hereof.

      (xiii)  "Broker" shall mean SL Green Realty Corp.

      (xiv)  "Hazardous Substances" shall mean, collectively, (a) asbestos and
             polychlorinated biphenyls and (b) hazardous or toxic


                                       3
<PAGE>

            materials, wastes and substances which are defined, determined and
            identified as such pursuant to any law.

      Notwithstanding anything to the contrary contained in this subsection C of
this Article 1, Articles 1 through 40 shall control the rights and obligations
of the parties hereto except that the provisions of any Riders shall supersede
any inconsistent provisions in Articles 1 through 40, as the case may be.

      D. Rent Credit. Notwithstanding anything to the contrary hereinabove set
forth, provided this Lease is in full force and effect and Tenant is not in
default under this Lease, Tenant shall be entitled to a credit against the Rent
for (i) the three (3) month period commencing on the Commencement Date and
ending on the day immediately preceding the Rent Commencement Date in the
aggregate amount of $46,350.00, which credit shall be applied against the Rent
in three (3) equal monthly installments of $15,450.00 each, and (ii) the three
(3) month period commencing on the first (1st) anniversary of the Commencement
Date and ending on the day immediately preceding the first (1st) anniversary of
the Rent Commencement Date in the aggregate amount of $46,350.00, which credit
shall be applied against the Rent in three (3) equal monthly installments of
$15,450.00 each. The foregoing rent credits shall be null and void "ab initio"
if Landlord at any time terminates this Lease or re-enters or repossesses the
Premises on account of any default of Tenant under this Lease, and Landlord
shall be entitled to recover from Tenant, in addition to all other amounts
Landlord is entitled to recover, the aggregate amount of the rent credit herein
provided for.

2. USE AND OCCUPANCY.

      A. Permitted Uses. Tenant shall use and occupy the Premises for the
Permitted Uses, and for no other purpose.

      B. Use Prohibitions. Tenant hereby represents, warrants and agrees that
Tenant's business is not and shall not be photographic, multilith or multigraph
reproductions or offset printing. Anything contained herein to the contrary
notwithstanding, Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used, (i) for the business of
photographic, multilith or multigraph reproductions or offset printing, (ii) for
a banking, trust company, depository, guarantee or safe deposit business, (iii)
as a savings bank, a savings and loan association or a loan company, (iv) for
the sale of travelers checks, money orders, drafts, foreign exchange or letters
of credit or for the receipt of money for transmission, (v) as a "retail" stock
broker's or dealer's office which shall be open to the general public (except
pursuant to prior appointment), (vi) as a


                                       4
<PAGE>

restaurant or bar or for the sale of confectionery, soda, beverages, sandwiches,
ice cream or baked goods or for the preparation, dispensing or consumption of
food or beverages in any manner whatsoever, (vii) as a news or cigar stand,
(viii) as an employment agency, labor union office, physician's or dentist's
office or for the rendition of any other diagnostic or therapeutic services,
dance or music studio, school (except for the training of employees of Tenant),
(ix) as a barber shop, beauty salon or manicure shop (x) for the direct sale, at
retail, of any goods or products, (xi) for a public stenographer or typist,
(xii) for a telephone or telegraph agency, telephone or secretarial service for
the public at large, (xiii) for a messenger service for the public at large,
(xiv) gambling or gaming activities, obscene or pornographic purposes or any
sort of commercial sex establishment, (xv) for the possession, storage,
manufacture or sale of alcohol, drugs or narcotics, (xvi) for the conduct of a
public auction, (xvii) for the offices or business of any federal, state or
municipal agency or any agency of any foreign government or (xviii) for any use
that would cause the Premises to be deemed a place of public accommodation under
the Americans with Disabilities Act of 1990. Nothing in this subsection B shall
preclude Tenant from using any part of the Premises for photographic, multilith
or multigraph reproductions in connection with, either directly or indirectly,
its own business and/or activities.

3. ALTERATIONS.

      A. Alterations Within Premises. Tenant shall not make or perform or
permit the making or performance of, any alterations, installations,
improvements, additions or other physical changes in or about the Premises
("Alterations") without Landlord's prior consent. Landlord agrees not to
withhold unreasonably its consent to any Alterations proposed to be made by
Tenant to adapt the Premises for those business purposes permitted by subsection
A of Article 2 hereof, which are nonstructural and which do not affect the
Building's mechanical, electrical, plumbing, Class E or other Building systems
or the structural integrity of the Building, provided that such Alterations are
performed only by contractors or mechanics designated by Landlord, do not affect
any part of the Building other than the Premises, do not affect any service
required to be furnished by Landlord to Tenant or to any other tenant or
occupant of the Building, do not reduce the value or utility of the Building and
are performed in compliance with all applicable laws. Tenant shall not perform
work which would (i) require changes to the structural components of the
Building or the exterior design of the Building, (ii) require any material
modification to the Building's mechanical, electrical, plumbing installations or
other Building installations outside the Premises, (iii) not be in compliance
with all applicable laws, rules, regulations and requirements of any
governmental department having jurisdiction over the Building and/or the
construction of the


                                       5
<PAGE>

Premises, including but not limited to, the Americans with Disabilities Act of
1990, or (iv) be incompatible with the Certificate of Occupancy for the
Building. Any changes required by any governmental department affecting the
construction of the Premises shall be performed at Tenant's sole cost. All
Alterations shall be done at Tenant's expense and at such times and in such
manner as Landlord may from time to time reasonably designate pursuant to the
conditions for Alterations prescribed by Landlord for the Premises. A copy of
the current construction conditions and requirements for tenant alteration work
and new construction is annexed hereto as Schedule D and made a part hereof. All
furniture, furnishings and movable fixtures and removable partitions installed
by Tenant must be removed from the Premises by Tenant, at Tenant's expense,
prior to the Expiration Date. All Alterations in and to the Premises which may
be made by Landlord or Tenant prior to and during the Term, or any renewal
thereof, shall become the property of Landlord upon the Expiration Date or
earlier end of the Term or any renewal thereof, and shall not be removed from
the Premises by Tenant unless Landlord, at Landlord's option by notice to Tenant
prior to the Expiration Date, elects to have them removed from the Premises by
Tenant, in which event the same shall be removed from the Premises by Tenant, at
Tenant's expense, prior to the Expiration Date. In the event Landlord elects to
have Tenant remove such Alterations, Tenant shall repair and restore in a good
and workmanlike manner to Building standard original condition (reasonable wear
and tear excepted) any damage to the Premises or the Building caused by such
removal. Any of such fixtures or installations not so removed by Tenant at or
prior to the Expiration Date or earlier termination of the Term shall become the
property of Landlord, but nothing herein shall, be deemed to relieve Tenant of
responsibility for the cost of removal of any such fixtures or installations
which Tenant is obligated to remove hereunder.

      B. Chlorofluorocarbons. Anything contained herein to the contrary
notwithstanding, in the event Landlord shall elect to have Tenant repair or
remove any mechanical or other equipment within the Premises containing
chlorofluorocarbons ("CFC's"), the repair or removal of such equipment, as the
case may be, shall conform with all requirements of law and industry practices.
Additionally, any such repair or removal shall be done by contractors approved
by Landlord and subject to the procedures to which Landlord's consent shall have
previously been obtained. Tenant shall indemnify and hold Landlord harmless from
any liability or damages resulting from any contamination within the Building,
as a result of the repair or removal of any of the aforesaid equipment
containing CFC's by Tenant.

      C. Submission of Plans. Prior to making any Alterations, Tenant (i) shall
submit to Landlord or to a consultant appointed by Landlord ("Landlord's
"Consultant") detailed plans and specifications (including layout,
architectural,


                                       6
<PAGE>

mechanical, electrical, plumbing, Class E sprinkler and structural drawings
stamped by a professional engineer or architect licensed in the State of New
York) for each proposed Alteration and shall not commence any such Alteration
without first obtaining Landlord's approval of such plans and specifications,
(ii) shall pay to Landlord all costs and expenses incurred by Landlord
(including the cost of Landlord's Consultant) in connection with Landlord's
review of Tenant's plans and specifications, (iii) shall, at its expense, obtain
all permits, approvals and certificates required by any governmental or
quasi-governmental bodies, and (iv) shall furnish to Landlord duplicate original
policies of worker's compensation insurance (covering all persons to be employed
by Tenant, and Tenant's contractors and subcontractors in connection with such
Alteration) and comprehensive public liability (including property damage
coverage) insurance in such form, with such companies, for such periods and in
such amounts as Landlord may reasonably require, naming Landlord and its agents
as additional insureds. Upon notice to Tenant, Landlord or Landlord's Consultant
may assume responsibility, at Tenant's expense, to file all plans and obtain the
necessary building permits, which filing and the obtaining of building permits,
if undertaken, shall be accomplished within fifteen (15) working days following
the date of notice to Tenant that Landlord or Landlord's Consultant is assuming
responsibility therefor, subject to any delays caused by the City of New York.
Upon completion of such Alteration, Tenant, at Tenant's expense, shall obtain
certificates of final approval of such Alteration, including the "as-built"
drawings showing such Alterations, required by any governmental or
quasi-governmental bodies and shall furnish Landlord with copies thereof. All
Alterations shall be made and performed in accordance with the Rules and
Regulations (hereinafter defined) and in accordance with the Americans with
Disabilities Act of 1990, including but not limited to the accessibility
provisions thereof; all materials and equipment to be incorporated in the
Premises as a result of all Alterations shall be new and first quality; no such
materials or equipment shall be subject to any lien, encumbrance, chattel
mortgage or title retention or security agreement. In the event any Alterations
are performed by a general partner of Landlord or any entity which is under the
common control of Landlord or any general partner of Landlord, the failure by
Tenant to pay the cost of such Alterations upon rendition of a bill therefor
shall be deemed a material default under this Lease. Landlord's approval of
Tenant's plans, specifications and working drawings for Alterations shall create
no responsibility or liability on the part of Landlord with respect to their
completeness, design, sufficiency or compliance with all applicable laws, rules
or regulations of governmental agencies or authorities.

      D. Mechanics' Liens: Labor Conflicts. Any mechanic's lien filed against
the Premises, or the Real Property, for work claimed to have been done for, or
materials claimed to have been furnished to, Tenant shall be discharged by
Tenant within ten (10) days thereafter, at Tenant's expense, by payment or
filing


                                       7
<PAGE>

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, in Landlord's sole discretion, such employment will
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. 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.

4. REPAIRS - FLOOR LOAD. Landlord shall maintain and repair the public portions
of the Building, both exterior and interior. Tenant shall, throughout the Term,
take good care of the Premises and the fixtures and appurtenances therein and at
Tenant's sole cost and expense, make all nonstructural repairs thereto as and
when needed to preserve them in good working order and condition, reasonable
wear and tear and damage for which Tenant is not responsible under the terms of
this Lease excepted. Tenant shall pay Landlord for all replacements to the
lamps, tubes, ballasts and starters in the lighting fixtures installed in the
Premises. Notwithstanding the foregoing, all damage or injury to the Premises or
to any other part of the Building, or to its fixtures, equipment and
appurtenances, whether requiring structural or nonstructural repairs, caused by
or resulting from carelessness, omission, neglect or improper conduct of or
Alterations made by Tenant or any of Tenant's servants, employees, invitees or
licensees, shall be repaired promptly by Tenant, at its sole cost and expense,
to the satisfaction of Landlord. Tenant also shall repair all damage to the
Building and the Premises caused by the moving of Tenant's fixtures, furniture
or equipment. All the aforesaid repairs shall be of quality and class equal to
the original work or construction and shall be made in accordance with the
provisions of Article 3 hereof. If Tenant fails after ten (10) days notice to
proceed with due diligence to make repairs required to be made by Tenant
hereunder, the same may be made by Landlord, at the expense of Tenant, and the
expenses thereof incurred by Landlord shall be collectible by Landlord as
additional rent promptly after rendition of a bill or statement therefor. Tenant
shall give Landlord prompt notice of any defective condition in any plumbing,
electrical, air-cooling or heating system located in, servicing or passing
through the Premises. Tenant shall not place a load upon any floor of the
Premises exceeding the floor load per square foot area which such floor was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, business machines and heavy
equipment and installations. Business machines and mechanical equipment shall be
placed and maintained by Tenant at Tenant's expense in settings sufficient in
Landlord's judgment to absorb and prevent vibration, noise and annoyance. Except


                                       8
<PAGE>

as expressly provided in Article 10 hereof, 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. If the Premises be or
become infested with vermin, Tenant, at Tenant's expense, shall cause the same
to be exterminated from time to time to the satisfaction of Landlord and shall
employ such exterminators and such exterminating company or companies as shall
be approved by Landlord. The water and wash closets and other plumbing fixtures
shall not be used for any purposes other than those for which they were designed
or constructed, and no sweepings, rubbish, rags, acids or other substances shall
be deposited therein.

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 applicable law, or of the rules of
the Board of Standards and Appeals, or of any other board or body having or
asserting jurisdiction. Landlord shall clean the exterior windows of the
Building no less than twice a year.

6. REQUIREMENTS OF LAW. Tenant, at its sole expense, shall comply with all laws,
statutes, orders, directives and regulations of federal, state, county, city and
municipal authorities, departments, bureaus, boards, agencies, commissions and
other sub-divisions thereof, and of any official thereof and any other
governmental and quasi-public authority and all rules, orders, regulations or
requirements of the New York Board of Fire Underwriters, or any other similar
body which shall now or hereafter impose any violation, order or duty upon
Landlord or Tenant with respect to the Premises as a result of the use,
occupation or alteration thereof by Tenant. Tenant shall not do or permit to be
done any act or thing upon the Premises which will invalidate or be in conflict
with any insurance policies covering the Building and fixtures and property
therein; 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, New York Fire Insurance Rating Organization 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 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 prior to this Lease. Any work or installations made or performed by or
on behalf of Tenant or


                                       9
<PAGE>

any person claiming through or under Tenant pursuant to this Article shall be
made in conformity with, and subject to the provisions of, Article 3 hereof. If
by reason of Tenant's failure to comply with the provisions of this Article, the
fire insurance rate shall at the beginning of this Lease or at any time
thereafter be higher than it otherwise would be, then Tenant 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 of use by Tenant, and shall make such reimbursement upon the first
day of the month following such outlay 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 New York Fire Insurance Rating
Organization, or other body 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 Premises.

7. SUBORDINATION.

      A. Subordination. This Lease is subject and subordinate to each and every
ground or underlying lease of the Real Property or the Building heretofore or
hereafter made by Landlord (collectively the "Superior Leases") and to each and
every trust indenture and mortgage (collectively the "Mortgages") which may now
or hereafter affect the Real Property, the Building or any such Superior Lease
and the leasehold interest created thereby, and to all renewals, extensions,
supplements, amendments, modifications, consolidations, and replacements thereof
or thereto, substitutions therefor and advances made thereunder. This clause
shall be self-operative and no further instrument of subordination shall be
required to make the interest of any lessor under a Superior Lease, or trustee
or mortgagee of a Mortgage superior to the interest of Tenant hereunder. In
confirmation of such subordination, however, Tenant shall execute promptly any
certificate that Landlord may request and Tenant hereby irrevocably constitutes
and appoints Landlord as Tenant's attorney-in-fact to execute any such
certificate or certificates for and on behalf of Tenant. 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. Tenant covenants and agrees that, except as expressly provided
herein, Tenant shall not do anything that would constitute a default under any
Superior Lease or Mortgage, or omit to do anything that Tenant is obligated to
do under the terms of this Lease so as to cause Landlord to be in default under
any of the foregoing. If, in connection with the financing of the Real Property,
the Building or the interest of the lessee under any Superior Lease, any lending
institution shall request reasonable modifications of this Lease that do not
materially increase the obligations or materially and adversely affect the
rights of Tenant under this Lease, Tenant covenants to make such modifications.


                                       10
<PAGE>

      B. Attornment. If at any time prior to the expiration of the Term, any
Mortgage shall be foreclosed or any Superior Lease shall terminate or be
terminated for any reason, Tenant agrees, at the election and upon demand of any
owner of the Real Property or the Building, or the lessor under any such
Superior Lease, 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,
upon the then executory terms and conditions of this Lease, for the remainder of
the term originally demised in this Lease, provided that such owner, lessor or
mortgagee, as the case may be, or receiver caused to be appointed by any of the
foregoing, shall not then be entitled to possession of the Premises. The
provisions of this subsection B shall inure to the benefit of any such owner,
lessor or mortgagee, shall apply notwithstanding that, as a matter of law, this
Lease may terminate upon the termination of any such 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, agrees to execute, from time to time,
instruments in confirmation of the foregoing provisions of this subsection B,
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 subsection B shall be construed to impair any right otherwise
exercisable by any such owner, lessor or mortgagee.

8. RULES AND REGULATIONS. Tenant and Tenant's servants, employees, agents,
visitors, and licensees shall observe faithfully, and comply strictly with, the
Rules and Regulations annexed hereto and made a part hereof as Schedule A and
such other and further reasonable Rules and Regulations as Landlord or
Landlord's agents may from time to time adopt (collectively, the "Rules and
Regulations") on such notice to be given as Landlord may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Landlord or Landlord's agents, the parties hereto agree to submit
the question of the reasonableness of such Rule or Regulation for decision to
the Chairman of the Board of Directors of the Management Division of The Real
Estate Board of New York, Inc., or to such impartial person or persons as he may
designate, whose determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice in writing upon Landlord within ten (10) days
after receipt by Tenant of written 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


                                       11
<PAGE>

violation of the same by any other tenant, its servants, employees, agents,
visitors or licensees.

9. INSURANCE

      A. Tenant's Insurance. Tenant shall obtain at its own expense and keep in
full force and effect during the Term, a policy of commercial general liability
insurance (including, without limitation, insurance covering Tenant's
contractual liability under this Lease), under which Tenant is named as the
insured, and Landlord, Landlord's managing agent, the present and any future
mortgagee of the Real Property or the Building and/or such other designees
specified by Landlord from time to time, are named as additional insureds. Such
policy shall contain (i) a provision that no act or omission of Tenant shall
affect or limit the obligation of the insurance company to pay the amount of any
loss sustained, (ii) a waiver of subrogation against Landlord or a consent to a
waiver of right of recovery against Landlord and (iii) an agreement by the
insurer that it will not make any claim against or seek to recover from Landlord
for any loss, damage or claim whether or not covered under such policy. Such
policy shall also contain a provision which provides the insurance company will
not cancel or refuse to renew the policy, or change in any material way the
nature or extent of the coverage provided by such policy, without first giving
Landlord at least thirty (30) days written notice by certified mail, return
receipt requested, which notice shall contain the policy number and the names of
the insureds and policy holder. The minimum limits of liability shall be a
combined single limit with respect to each occurrence in an amount of not less
than $3,000,000 for injury (or death) and damage to property or such greater
amount as Landlord may, from time to time, reasonably require. Tenant shall also
maintain at its own expense during the Term a policy of workers' compensation
insurance providing statutory benefits for Tenant's employees and employer's
liability. Tenant shall provide to Landlord upon execution of this Lease and at
least thirty (30) days prior to the termination of any existing policy, a
certificate evidencing the effectiveness of the insurance policies required to
be maintained hereunder which shall include the named insured, additional
insured, carrier, policy number, limits of liability, effective date, the name
of the insurance agent and its telephone number. Tenant shall provide Landlord
with a complete copy of any such policy upon written request of Landlord. Tenant
shall have no right to obtain any of the insurance required hereunder pursuant
to a blanket policy covering other properties unless the blanket policy contains
an endorsement that names Landlord, Landlord's managing agent and/or designees
specified by Landlord from time to time, as additional insureds, references the
Premises, and guarantees a minimum limit available for the Premises equal to the
amount of insurance required to be maintained hereunder. Each policy required
hereunder shall contain a clause


                                       12
<PAGE>

that the policy and the coverage evidenced thereby shall be primary with respect
to any policies carried by Landlord, and that any coverage carried by Landlord
shall be excess insurance. The limits of the insurance required under this
subsection shall not limit the liability of Tenant under this Lease. 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 "13". In the event that Tenant
fails to continuously maintain insurance as required by this subsection,
Landlord may, at its option and without relieving Tenant of any obligation
hereunder, order such insurance and pay for the same at the expense of Tenant.
In such event, Tenant shall repay the amount expended by Landlord, with interest
thereon, immediately upon Landlord's written demand therefor.

      B. Tenant's Improvement Insurance. Tenant shall also maintain at its own
expense during the Term a policy against fire and other casualty on an "all
risk" form covering all Alterations, construction and other improvements
installed within the Premises, whether existing in the Premises on the date
hereof or hereinafter installed by or on behalf of Landlord or Tenant, and on
all furniture, fixtures, equipment, personal property and inventory of Tenant
located in the Premises and any property in the care, custody and control of
Tenant (fixed or otherwise) sufficient to provide 100% full replacement value of
such items, which policy shall otherwise comply with the provisions of
subsections A and C of this Article 9. On any such policy, Tenant shall name
Landlord as a loss payee, as its interest may appear.

      C. Waiver of Subrogation. The parties hereto shall procure an appropriate
clause in, or endorsement on, any "all-risk" property insurance covering the
Premises and the Building, including its respective Alterations, construction
and other improvements as well as personal property, fixtures, furniture,
inventory and equipment located thereon or therein, pursuant to which the
insurance companies waive subrogation or consent to a waiver of right of
recovery, and each party hereby agrees that it 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
"all-risk" property insurance policies to the extent that such loss or damage is
actually recoverable under such policies exclusive of any deductibles. Such
waiver will not apply should any loss or damage result from one of the parties'
gross negligence or willful misconduct. 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 shall pay the same. It is expressly


                                       13
<PAGE>

understood and agreed that Landlord will not carry insurance on the Alterations,
construction and other improvements presently existing or hereafter installed
within the Premises or on Tenant's fixtures, furnishings, equipment, personal
property or inventory located in the Premises or insurance against interruption
of Tenant's business.

10. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE.

      A. Repair of Damage. If the Premises shall be damaged by fire or other
casualty, then Landlord shall proceed to repair and restore (subject to receipt
of insurance proceeds) the Premises to its condition preceding the damage,
subject to the provisions of this Article 10. Landlord shall have no liability
to Tenant, and Tenant shall not be entitled to terminate this Lease, if such
repairs and restoration are not in fact completed within Landlord's estimated
time period, so long as Landlord shall have proceeded with reasonable due
diligence. The Rent until such repairs shall be made 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; provided, however, should Tenant
reoccupy a portion of the Premises for the conduct of its business prior to the
date such repairs are made, the Rent shall be reinstated with respect to such
reoccupied portion of the Premises and shall be payable by Tenant from the date
of such occupancy. Further, should Landlord, at its sole option, make available
to Tenant, during the period of such repair, other space in the Building which
is reasonably suitable for the temporary carrying on of Tenant's business, the
Rent shall be reinstated with respect to such temporarily occupied space and
shall be payable by Tenant from the date such space is occupied by Tenant.
Whenever in this Article 10 reference is made to restoration of the Premises,
(i) Tenant's obligation shall be as to all property within the Premises
including Tenant's furniture, fixtures, equipment and other personal property,
any and all Alterations, construction or other improvements made to the Premises
by or on behalf of Tenant and any other leasehold improvements existing in the
Premises on the date hereof, all of which shall be restored and replaced at
Tenant's sole cost and expense and (ii) Landlord's obligation, if any, shall be
as to the shell, which constitutes the structure of the Building and the
mechanical, electrical, plumbing, air-conditioning and other building systems up
to the point of connection into the Premises. Landlord's obligation to repair or
rebuild, and Tenant's right to rent abatement, as described in this Article 10,
are only effective provided the damage or destruction is not due to the
intentional or negligent acts or omissions of Tenant, its agents, employees,
licensees or invitees. During any period of Tenant's repair and restoration
following substantial completion of a Landlord's repair and restoration work,
Rent and additional rent shall be payable as if said fire or other casualty had
not occurred.


                                       14
<PAGE>

      B. Landlord's Termination Option. Anything in subsection A of this Article
10 to the contrary notwithstanding, if the Premises are totally damaged or are
rendered wholly untenantable, and if Landlord shall decide not to restore the
Premises, or if the Building shall be so damaged by fire or other casualty that,
in Landlord's opinion, either substantial alteration, demolition or
reconstruction of the Building shall be required (whether or not the Premises
shall have been damaged or rendered untenantable) or the Building, after its
proposed repair, alteration or restoration shall not be economically viable as
an office building, then in any of such events, Landlord, at Landlord's option,
may, not later than ninety (90) days following the damage, give Tenant a notice
in writing terminating this Lease. In addition, (i) if any damage shall occur to
the Premises or the Building during the last two (2) years of the Term, Landlord
shall have the option to terminate this Lease by thirty (30) days prior written
notice to Tenant and (ii) Landlord shall not be obligated to repair or restore
the Premises or the Building if a holder of a mortgage or underlying leasehold
applies proceeds of insurance to the loan or lease payment balance, and the
remaining proceeds, if any, available to Landlord are insufficient to pay for
such repair or restoration. If Landlord elects to terminate this Lease, the Term
shall expire upon the tenth (10th) day after such notice is given, and Tenant
shall vacate the Premises and surrender the same to Landlord. If Tenant shall
not be in default under this Lease, then upon the termination of this Lease
under the conditions provided for in the next preceding sentence, Tenant's
liability for Rent thereafter accruing shall cease as of the day following such
damage.

      C. Repair Delays. Landlord shall not be liable for reasonable delays which
may arise by reason of the claim adjustment with any insurance company on the
part of Landlord and/or Tenant, and for reasonable delays on account of "labor
troubles" or any other cause beyond Landlord's control.

      D. Provision Controlling. The parties agree that 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 that 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
import now or hereafter in force shall have no application in any such case.

      E. Property Loss or Damage. 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 damage to persons or property or interruption of Tenant's
business resulting


                                       15
<PAGE>

from fire, explosion, falling plaster, steam, gas, electricity, water, rain or
snow or leaks from any part of the Building or from the pipes, appliances or
plumbing works or from the roof, street or subsurface or from any other place or
by dampness or by any other cause of whatsoever nature; nor shall Landlord or
its agents be liable for any such 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 latent defect in the Premises or in
the Building. Anything in this Article 10 to the contrary notwithstanding,
nothing in this Lease shall be construed to relieve Landlord from responsibility
directly to Tenant for any loss or damage caused directly to Tenant wholly or in
part by the gross negligence or willful misconduct of Landlord. Nothing in the
foregoing sentence shall affect any right of Landlord to the indemnity from
Tenant to which Landlord may be entitled under Article 37 hereof in order to
recoup for payments made to compensate for losses of third parties. If at any
time any windows of the Premises are temporarily closed, darkened or bricked-up
for any reason whatsoever including, but not limited to, Landlord's own acts, or
any of such windows are permanently closed, darkened or bricked-up if required
by law or related to any construction upon property adjacent to the Real
Property by Landlord or others, Landlord shall not be liable for any damage
Tenant may sustain thereby and Tenant shall not be entitled to any compensation
therefor nor abatement of Rent nor shall the same release Tenant from its
obligations hereunder nor constitute an eviction. Tenant shall reimburse and
compensate Landlord as additional rent within five (5) days after rendition of a
statement for all expenditures made by, or damages or fines sustained or
incurred by, Landlord due to nonperformance or noncompliance with or breach or
failure to observe any term, covenant or condition of this Lease upon Tenant's
part to be kept, observed, performed or complied with. Tenant shall give
immediate notice to Landlord in case of fire or accident in the Premises or in
the Building. Tenant shall not move any safe, heavy machinery, heavy equipment,
freight, bulky matter or fixtures into or out of the Building without Landlord's
prior consent and payment to Landlord of Landlord's costs in connection
therewith. If such safe, machinery, equipment, freight, bulky matter or fixtures
requires special handling, Tenant agrees to employ only persons holding a Master
Rigger's License to do said work, and that all work in connection therewith
shall comply with the Administrative Code of the City of New York and all other
laws and regulations applicable thereto, and shall be done during such hours as
Landlord may designate and, notwithstanding said consent of Landlord, Tenant
shall indemnify Landlord for, and hold Landlord harmless and free from, damages
sustained by persons or property and for any damages or monies paid out by
Landlord in settlement of any claims or judgments, as well as for all expenses
and attorneys' fees incurred in connection therewith and all costs incurred in
repairing any damage to the Building or appurtenances.


                                       16
<PAGE>

11. CONDEMNATION.

      A. Condemnation. 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 shall be so acquired or condemned then, (i) except as
hereinafter provided in this subsection A, 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 Rent 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; (ii) 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 five (5) days notice
of termination of this Lease; and (iii) if the part of the Real Property so
acquired or condemned shall contain more than thirty percent (30%) 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 five (5) days notice of
termination of this Lease. If any such five (5) 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 five (5) days with the same effect as if the
date of expiration of said five (5) 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 subsection A,
Landlord, at Landlord's expense, shall restore that part of the Premises not so
acquired or condemned to a self-contained rental unit. In the event of any
termination of this Lease and the Term pursuant to the provisions of this
subsection A, the Rent shall be apportioned as of the date of sooner termination
and any prepaid portion of Rent for any period after such date shall be refunded
by Landlord to Tenant.

      B. Award. 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 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 subsection B shall be
deemed to prevent Tenant from making a claim in any condemnation proceedings for
the then value of any furniture, furnishings and fixtures installed by and at
the sole expense of


                                       17
<PAGE>

Tenant and included in such taking, provided that such award shall not reduce
the amount of the award otherwise payable to Landlord.

12. ASSIGNMENT AND SUBLETTING.

      A. Prohibition Without Consent. Tenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, expressly covenants that it shall not assign, mortgage, pledge,
encumber or otherwise transfer this Lease, nor underlet, nor suffer, nor permit
the Premises or any part thereof to be used or occupied by others (whether for
desk space, mailing privileges or otherwise), without the prior written consent
of Landlord in each instance. If this Lease be assigned, or if the Premises or
any part thereof be underlet or occupied by anybody other than Tenant, Landlord
may, after default by Tenant, collect rent from the assignee, undertenant or
occupant, and apply the net amount collected to the Rent herein reserved, but no
assignment, underletting, occupancy or collection shall be deemed a waiver of
the provisions hereof, the acceptance of the assignee, undertenant or occupant
as tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Landlord to an
assignment or underletting shall not in any way be construed to relieve Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or underletting. In no event shall any permitted subtenant assign or
encumber its sublease or further sublet all or any portion of its sublet space,
or otherwise suffer or permit the sublet space or any part thereof to be used or
occupied by others, without Landlord's prior written consent in each instance.
Any assignment, sublease, mortgage, pledge, encumbrance or transfer in
contravention of the provisions of this Article 12 shall be void.

      B. Notice of Proposed Transfer. If Tenant shall at any time or times
during the Term desire to assign this Lease or sublet all or part of the
Premises, Tenant shall give notice thereof to Landlord, which notice shall be
accompanied by (i) a conformed or photostatic copy of the proposed assignment or
sublease, the effective or commencement date of which shall be not less than
sixty (60) nor more than one hundred and eighty (180) days after the giving of
such notice, (ii) a statement setting forth in reasonable detail the identity of
the proposed assignee or subtenant, the nature of its business and its proposed
use of the Premises, (iii) current financial information with respect to the
proposed assignee or subtenant, including, without limitation, its most recent
financial report, (iv) an agreement by Tenant to indemnify Landlord against
liability resulting from any claims that may be made against Landlord by the
proposed assignee or subtenant or by any brokers or other persons claiming a
commission or similar compensation


                                       18
<PAGE>

in connection with the proposed assignment or sublease and (v) in the case of a
sublease, such additional information related to the proposed subtenant as
Landlord shall reasonably request, if any.

      C. Landlord's Options. The notice containing all of the information set
forth in Subsection B of this Article 12 above shall be deemed an offer from
Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option,
(a) sublease such space (hereinafter called the "Leaseback Space") from Tenant
upon the terms and conditions hereinafter set forth (if the proposed transaction
is a sublease of all or part of the Premises), or (b) terminate this Lease (if
the proposed transaction is an assignment or a sublease of all or substantially
all of the Premises). Said options may be exercised by Landlord by notice to
Tenant at any time within sixty (60) days after the aforesaid notice has been
given by Tenant to Landlord; and during such sixty (60) day period Tenant shall
not assign this Lease nor sublet such space to any person or entity.

      D. Termination by Landlord. If Landlord exercises its option to terminate
this Lease in the case where Tenant desires either to assign this Lease or
sublet all or substantially all of the Premises, then this Lease shall end and
expire on the date that such assignment or sublet was to be effective or
commence, as the case may be, and the Rent and additional rent due hereunder
shall be paid and apportioned to such date. Furthermore, if Landlord exercises
its option to terminate this Lease pursuant to subsection C of this Article 12,
Landlord shall be free to and shall have no liability to Tenant if Landlord
should lease the Premises (or any part thereof) to Tenant's prospective assignee
or subtenant.

      E. Takeback by Landlord. If Landlord exercises its option to sublet the
Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall
be at the lower of (i) the rental rate per rentable square foot of Rent and
additional rent then payable pursuant to this Lease, or (ii) the rentals set
forth in the proposed sublease, and shall be for the same term as that of the
proposed subletting, and such sublease:

            (i) shall be expressly subject to all of the covenants, agreements,
terms, provisions and conditions of this Lease except such as are irrelevant or
inapplicable, and except as otherwise expressly set forth to the contrary in
this Article 12;

            (ii) shall be upon the same terms and conditions as those contained
in the proposed sublease, except such as are irrelevant or inapplicable and
except as otherwise expressly set forth to the contrary in this Article 12;


                                       19
<PAGE>

            (iii) shall give the subtenant the unqualified and unrestricted
right, without Tenant's permission, to assign such sublease or any interest
therein and/or to sublet the space covered by such sublease or any part or parts
of such space and to make any and all changes, alterations and improvements in
the space covered by such sublease, and if the proposed sublease will result in
all or substantially all of the Premises being sublet, grant Landlord or its
designee the option to extend the term of such sublease for the balance of the
term of this Lease less one (1) day;

            (iv) shall provide that any assignee or further subtenant of
Landlord or its designee, may, at the election of Landlord, be permitted to make
alterations, decorations and installations in such space or any part thereof and
shall also provide in substance that any such alterations, decorations and
installations in such space therein made by any assignee or subtenant of
Landlord or its designee may be removed, in whole or in part, by such assignee
or subtenant, at its option, prior to or upon the expiration or other
termination of such sublease provided that such assignee or subtenant, at its
expense, shall repair any damage and injury to such space so sublet caused by
such removal; and

            (v) shall also provide that (a) 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, (b) any assignment
or subletting by Landlord or its designee (as the subtenant) may be for any
purpose or purposes that Landlord, in Landlord's uncontrolled discretion, shall
deem suitable or appropriate, (c) Tenant, at Tenant's expense, shall and will at
all times provide and permit reasonably appropriate means of ingress to and
egress from such space so sublet by Tenant to Landlord or its designee, (d)
Landlord, at Tenant's expense, may make such alterations as may be required or
deemed necessary by Landlord to physically separate the subleased space from the
balance of the Premises and to comply with any legal or insurance requirements
relating to such separation, and (e) that at the expiration of the term of such
sublease, Tenant will accept the space covered by such sublease in its then
existing condition, subject to the obligations of the subtenant to make such
repairs thereto as may be necessary to preserve the premises demised by such
sublease in good order and condition.

      F. Effect of Takeback or Termination. If Landlord exercises its option to
sublet the Leaseback Space, (i) Landlord shall indemnify and save Tenant
harmless from all obligations under this Lease as to the Leaseback Space during
the period of time it is so sublet to Landlord; (ii) performance by Landlord, or
its designee, unless sublease of the Leaseback Space shall be deemed performance
by Tenant of any similar obligation under this Lease and any default under any
such sublease shall not give rise to a default under a similar obligation
contained in this


                                       20
<PAGE>

Lease nor shall Tenant 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 tenant under such sublease or is occasioned by or arises from
any act or omission of any occupant holding under or pursuant to any such
sublease; and (iii) Tenant shall have no obligation, at the expiration or
earlier termination of the Term, to remove any alteration, installation or
improvement made in the Leaseback Space by Landlord (or its designee); In
addition, if required by applicable law in connection with any termination of
this Lease, or subletting of all or any portion of the Leaseback Space to
Landlord or its designee, Tenant shall complete, swear to and file any
questionnaires, tax returns, affidavits or other documentation which may be
required to be filed with the appropriate governmental agency in connection with
any other tax which may now or hereafter be in effect. Tenant further agrees to
pay any amounts which may be assessed in connection with any of such taxes and
to indemnify Landlord against and to hold Landlord harmless from any claims for
payment of such taxes as a result of such transactions.

      G. Conditions for Landlord's Approval. In the event Landlord does not
exercise either of the recapture options provided to it pursuant to subsection C
of this Article 12 and providing that Tenant is not in default of any of
Tenant's obligations under this Lease (after notice and the expiration of any
applicable grace period) as of the time of Landlord's consent, and as of the
effective date of the proposed assignment or commencement date of the proposed
sublease, Landlord's consent (which must be in writing and form reasonably
satisfactory to Landlord) to the proposed assignment or sublease shall not be
unreasonably withheld or delayed, provided and upon condition that:

            (i) Tenant shall have complied with the provisions of subsection B
of this Article 12 and Landlord shall not have exercised any of its options
under subsection C of this Article 12 within the time permitted therefor;

            (ii) In Landlord's reasonable judgment the proposed assignee or
subtenant is engaged in a business or activity, and the Premises, or the
relevant part thereof, will be used in a manner, which (a) is in keeping with
the then standards of the Building, (b) is limited to the use of the Premises as
general and executive offices, and (c) will not violate any negative covenant as
to use contained in any other lease of office space in the Building;

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


                                       21
<PAGE>

            (iv) Neither (a) the proposed assignee or subtenant nor (b) any
person which, directly or indirectly, controls, is controlled by or is under
common control with, the proposed assignee or subtenant, is then an occupant of
any part of the Building;

            (v) The proposed assignee or subtenant is not a person with whom
Landlord is or has been, within the preceding six (6) month period, negotiating
to lease space in the Building;

            (vi) The form of the proposed sublease or instrument of assignment
(a) shall be in form reasonably satisfactory to Landlord, and, without
limitation, (1) shall not provide for a rental or other payment for the use,
occupancy or utilization of the space demised thereby based in whole or in part
on the income or profits derived by any person from the property so leased,
used, occupied or utilized other than an amount based on a fixed percentage or
percentages of gross receipts or sales and (2) shall provide that no person
having an interest in the possession, use, occupancy or utilization of the space
demised thereby shall enter into any lease, sublease, license, concession or
other agreement for use, occupancy or utilization of such space which provides
for a rental or other payment for such use, occupancy or utilization based in
whole or in part on the income or profits derived by any person from the
property so leased, used, occupied or utilized other than an amount based on a
fixed percentage or percentages of gross receipts or sales, and that any such
purported lease, sublease, concession or other agreement shall be absolutely
void and ineffective ab initio and (b) shall comply with the applicable
provisions of this Article 12;

            (vii) There shall not be more than two (2) subtenants (including
Landlord or its designee) of the Premises;

            (viii) The amount of the aggregate rent to be paid by the proposed
subtenant is not less than the then current market rent per rentable square foot
for the Premises as though the Premises were vacant, and the rental and other
terms and conditions of the sublease are the same as those contained in the
proposed sublease furnished to Landlord pursuant to subsection B of this Article
12;

            (ix) Within five (5) days after receipt of a bill therefor, Tenant
shall reimburse Landlord for the reasonable costs that may be incurred by
Landlord in connection with said assignment or sublease, including without
limitation, the costs of making investigations as to the acceptability of the
proposed assignee or subtenant, and reasonable legal costs incurred by Landlord
in connection with the granting of any requested consent;


                                       22
<PAGE>

            (x) Tenant shall not have (a) advertised or publicized in any way
the availability of the Premises without prior notice to and approval by
Landlord, nor shall any advertisement state the name (as distinguished from the
address) of the Building or the proposed rental, (b) listed the Premises for
subletting or assignment, with a broker, agent or representative other than the
then managing agent of the Building or other agent designated by Landlord;

            (xi) The proposed occupancy shall not, in Landlord's opinion,
increase the office cleaning requirements or the Building's operating or other
expenses or impose an extra burden upon services to be supplied by Landlord to
Tenant;

            (xii) The proposed assignee or subtenant or its business shall not
be subject to compliance with additional requirements of law (including related
regulations) beyond those requirements which are applicable to the named Tenant
herein; and

            (xiii) The proposed subtenant or assignee shall not be entitled,
directly or indirectly, to diplomatic or sovereign immunity and shall be subject
to the service of process in, and the jurisdiction of the courts of New York
State.

      Except for any subletting by Tenant to Landlord or its designee pursuant
to the provisions of this Article 12, each subletting pursuant to this
subsection G of this Article 12 shall be subject to all of the covenants,
agreements, terms, provisions and conditions contained in this Lease.
Notwithstanding any such subletting to Landlord or any such subletting to any
other subtenant and/or acceptance of Rent or additional rent by Landlord from
any subtenant, Tenant shall and will remain fully liable for the payment of the
Rent and additional rent due and to become due hereunder and for the performance
of all the covenants, agreements, terms, provisions and conditions contained in
this Lease on the part of Tenant to be performed and all acts and omissions of
any licensee or subtenant or anyone claiming under or through any subtenant
which shall be in violation of any of the obligations of this Lease shall be
deemed to be a violation by Tenant. Tenant further agrees that notwithstanding
any such subletting, no other and further subletting of the Premises by Tenant
or any person claiming through or under Tenant shall or will be made except upon
compliance with and subject to the provisions of this Article 12. If Landlord
shall decline to give its consent to any proposed assignment or sublease, or if
Landlord shall exercise either of its options under subsection C of this Article
12, Tenant shall indemnify, defend and hold harmless Landlord against and from
any and all loss, liability, damages, costs, and expenses (including reasonable
counsel fees) resulting from any claims that may be made against Landlord by the
proposed assignee or subtenant or by any brokers or


                                       23
<PAGE>

other persons claiming a commission or similar compensation in connection with
the proposed assignment or sublease.

      H. Future Requests. In the event that (i) Landlord fails to exercise
either of its options under subsection C of this Article 12 and consents to a
proposed assignment or sublease, and (ii) Tenant fails to execute and deliver
the assignment or sublease to which Landlord consented within ninety (90) days
after the giving of such consent, then, Tenant shall again comply with all of
the provisions and conditions of subsection B of this Article 12 before
assigning this Lease or subletting all or part of the Premises.

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

            (i) No subletting shall be for a term ending later than one (1) day
prior to the Expiration Date of this Lease;

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

            (iii) Each sublease shall provide that it is subject and subordinate
to this Lease and to the matters to which this Lease is or shall be subordinate,
and that in the event of termination, re-entry or dispossession by Landlord
under this Lease Landlord may, at its option, take over all of the right, title
and interest of Tenant, as sublessor, under such sublease, and such subtenant
shall, at Landlord's option, attorn to Landlord pursuant to the then executory
provisions of such sublease, except that Landlord shall not (a) be liable for
any previous act or omission of Tenant under such sublease, (b) be subject to
any counterclaim, offset or defense, not expressly provided in such sublease,
which theretofore accrued to such subtenant against Tenant, or (c) be bound by
any previous modification of such sublease or by any previous prepayment of more
than one (1) month's Rent. The provisions of this Article 12 shall be
self-operative and no further instrument shall be required to give effect to
this provision.

            (iv) If any laws, orders, rules or regulations of any applicable
governmental authority require that any Hazardous Substances, including, without
limitation, asbestos, contained in or about the Premises to be sublet (the
"Sublet Space") be dealt with in any particular manner in connection with any
alteration of the Sublet Space or otherwise, then it shall be the subtenant's
obligation, at the subtenant's expense, to deal with such Hazardous Substances
in accordance with


                                       24
<PAGE>

all such laws, orders, rules and regulations. In the event the subtenant is
required to deal with Hazardous Substances in accordance with the foregoing
provisions of this paragraph (iv) of subsection I of Article 12, then,
notwithstanding anything herein to the contrary, Landlord, at Landlord's
election, shall have the option to deal with such Hazardous Substances itself
and, in such event, the subtenant shall reimburse Landlord for all of Landlord's
costs and expenses in connection therewith within ten (10) days next following
the rendition of a statement by Landlord to the subtenant requesting such
reimbursement. If the subtenant shall fail to so reimburse Landlord for the
aforesaid costs and expenses within the ten (10) day period referred to above,
then notwithstanding anything contained in the Lease to the contrary, such costs
and expenses shall, at Landlord's option, be paid by Tenant to Landlord, within
ten (10) days next following of Landlord's demand therefor.

      J. Profits from Assignment or Subletting. If Landlord shall give its
consent to any assignment of this Lease or to any sublease or if Tenant shall
enter into any other assignment or sublease permitted hereunder, Tenant shall in
consideration therefor, pay to Landlord, as additional rent:

            (i) in the case of an assignment, an amount equal to seventy-five
percent (75%) of all sums and other considerations paid to Tenant by the
assignee for or by reason of such assignment (including, but not limited to,
sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment,
furniture, furnishings or other personal property, less, in the case of a sale
thereof, the then net unamortized or undepreciated cost thereof determined on
the basis of Tenant's federal income tax returns) less all expenses reasonably
and actually incurred by Tenant on account of brokerage commissions and
advertising costs in connection with such assignment, provided that Tenant shall
submit to Landlord a receipt evidencing the payment of such expenses (or other
proof of payment as Landlord shall require); and

            (ii) in the case of a sublease, seventy-five percent (75%) of any
rents, additional charges or other consideration payable under the sublease on a
per square foot basis to Tenant by the subtenant which is in excess of the Rent
and additional rent accruing during the term of the sublease in respect of the
subleased space (at the rate per square foot payable by Tenant hereunder)
pursuant to the terms hereof (including, but not limited to, sums paid for the
sale or rental of Tenant's fixtures, leasehold improvements, equipment,
furniture or other personal property, less, in the case of the sale thereof, the
then net unamortized or undepreciated cost thereof determined on the basis of
Tenant's federal income tax returns), less all expenses reasonably and actually
incurred by Tenant on account of brokerage commissions, advertising costs and
the cost of demising the premises so


                                       25
<PAGE>

sublet in connection with such sublease, provided that Tenant shall submit to
Landlord a receipt evidencing the payment of such expenses (or other proof of
payment as Landlord shall require). The sums payable under this subsection J(ii)
of this Article 12 shall be paid to Landlord as and when payable by the
subtenant to Tenant.

      K. Other Transfers. (i) If Tenant is a corporation other than a
corporation whose stock is listed and traded on a nationally recognized stock
exchange (hereinafter referred to as a "public corporation"), the provisions of
subsection A of this Article 12 shall apply to a transfer (by one or more
transfers) of a majority of the stock of Tenant as if such transfer of a
majority of the stock of Tenant were an assignment of this Lease; but said
provisions shall not apply to transactions with a corporation into or with which
Tenant is merged or consolidated or to which substantially all of Tenant's
assets are transferred, provided that in any of such events (a) the successor to
Tenant has a net worth computed in accordance with generally accepted accounting
principles at least equal to the greater of (1) the net worth of Tenant
immediately prior to such merger, consolidation or transfer, or (2) the net
worth of Tenant herein named on the date of this Lease and (b) proof
satisfactory to Landlord of such net worth shall have been delivered to Landlord
at least ten (10) days prior to the effective date of any such transaction.

            (ii) If Tenant is a partnership, the provisions of subsection A of
this Article 12 shall apply to a transfer (by one or more transfers) of a
majority interest in the partnership, as if such transfer were an assignment of
this Lease.

            (iii) If Tenant is a subdivision, authority, body, agency,
instrumentality or other entity created and/or controlled pursuant to the laws
of the State of New York or any city, town or village of such state or of
federal government ("Governmental Entity"), the provisions of subsection A of
this Article 12 shall apply to a transfer (by one or more transfers) of any of
Tenant's rights to use and occupy the Premises, to any other Governmental
Entity, as if such transfer of the right of use and occupancy were an assignment
of this Lease; but said provisions shall not apply to a transfer of any of
Tenant's rights in and to the Premises to any Governmental Entity which shall
replace or succeed to substantially similar public functions, responsibilities
and areas of authority as Tenant, provided that in any of such events the
successor Governmental Entity (a) shall utilize the Premises in a manner
substantially similar to Tenant, and (b) shall not utilize the Premises in any
manner which, in Landlord's judgment, would impair the reputation of the
Building as a first-class office building.


                                       26
<PAGE>

      L. Related Corporation. Tenant may, with Landlord's consent which shall
not be unreasonably withheld, permit any corporations or other business entities
(but not including Governmental Entities) which control, are controlled by, or
are under common control with Tenant (herein referred to as "related
corporation") to sublet all or part of the Premises for any of the purposes
permitted to Tenant, subject however to compliance with Tenant's obligations
under this Lease. Such subletting shall not be deemed to vest in any such
related corporation any right or interest in this Lease or the Premises nor
shall it relieve, release, impair or discharge any of Tenant's obligations
hereunder. For the purposes hereof, "control" shall be deemed to mean ownership
of not less than fifty percent (50%) of all of the voting stock of such
corporation or not less than fifty percent (50%) of all of the legal and
equitable interest in any other business entities.

      M. Assumption by Assignee. Any assignment or transfer, whether made with
Landlord's consent pursuant to subsection A of this Article 12 or without
Landlord's consent pursuant to subsection K of this Article 12, shall be made
only if, and shall not be effective until, the assignee shall execute,
acknowledge and deliver to Landlord an agreement in form and substance
satisfactory to Landlord whereby the assignee shall assume the obligations of
this Lease on the part of Tenant to be performed or observed and whereby the
assignee shall agree that the provisions in subsection A of this Article 12
shall, notwithstanding such assignment or transfer, continue to be binding upon
it in respect of all future assignments and transfers. The original named Tenant
covenants that, notwithstanding any assignment or transfer, whether or not in
violation of the provisions of this Lease, and notwithstanding the acceptance of
Rent and/or additional rent by Landlord from an assignee, transferee or any
other party, the original named Tenant shall remain fully liable for the payment
of the Rent and additional rent and for the other obligations of this Lease on
the part of Tenant to be performed or observed.

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

      0. Listings. The listing of any name other than that of Tenant, whether on
the doors of the Premises or the Building directory, or otherwise, shall not
operate to vest any right or interest in this Lease or in the Premises, nor
shall it be deemed to be the consent of Landlord to any assignment or transfer
of this


                                       27
<PAGE>

Lease or to any sublease of the Premises or to the use or occupancy thereof by
others. Any such listing shall constitute a privilege extended by Landlord,
revocable at Landlord's will by notice to Tenant.

      P. Exclusive Broker. In the event Tenant desires to sublet the Premises or
assign this Lease, at Landlord's option, Tenant shall designate Landlord, the
then managing agent of the Building or other agent designated by Landlord, as
Tenant's exclusive agent to effect such sublease or assignment and shall pay
Landlord, the managing agent or such other agent, as the case may be, a
reasonable brokerage commission computed in accordance with the usual rates
charged by Landlord, the managing agent or such other agent.

      Q. Re-entry by Landlord. If Landlord shall recover or come into possession
of the Premises before the date herein fixed for the termination of this Lease,
Landlord shall have the right, at its option, to take over any and all subleases
or sublettings of the Premises or any part thereof made by Tenant and to succeed
to all the rights of said subleases and sublettings or such of them as it may
elect to take over. Tenant hereby expressly assigns and transfers to Landlord
such of the subleases and sublettings as Landlord may elect to take over at the
time of such recovery of possession, such assignment and transfer not to be
effective until the termination of this Lease or re-entry by Landlord hereunder
or if Landlord shall otherwise succeed to Tenant's estate in the Premises, at
which time Tenant shall upon request of Landlord, execute, acknowledge and
deliver to Landlord such further instruments of assignment and transfer as may
be necessary to vest in Landlord the then existing subleases and sublettings.
Every subletting hereunder is subject to the condition and by its acceptance of
and entry into a sublease, each subtenant thereunder shall be deemed
conclusively to have thereby agreed from and after the termination of this Lease
or re-entry by Landlord hereunder of or if Landlord shall otherwise succeed to
Tenant's estate in the Premises, that such subtenant shall waive any right to
surrender possession or to terminate the sublease and, at Landlord's election,
such subtenant shall be bound to Landlord for the balance of the term of such
sublease and shall attorn to and recognize Landlord, as its landlord, under all
of the then executory terms of such sublease, except that Landlord shall not (i)
be liable for any previous act, omission or negligence of Tenant under such
sublease, (ii) be subject to any counterclaim, defense or offset not expressly
provided for in such sublease, which theretofore accrued to such subtenant
against Tenant, (iii) be bound by any previous modification or amendment of such
sublease or by any previous prepayment of more than one (1) month's rent, and
additional rent which shall be payable as provided in the sublease, (iv) be
obligated to repair the subleased space or the Building or any part thereof, in
the event of total or substantial total damage beyond such repair as can
reasonably be accomplished from the net proceeds of insurance actually made
available to


                                       28
<PAGE>

Landlord, (v) be obligated to repair the subleased space or the Building or any
part thereof, in the event of partial condemnation beyond such repair as can
reasonably be accomplished from the net proceeds of any award actually made
available to Landlord as consequential damages allocable to the part of the
subleased space or the Building not taken or (vi) be obligated to perform any
work in the subleased space of the Building or to prepare them for occupancy
beyond Landlord's obligations under this Lease, and the subtenant shall execute
and deliver to Landlord any instruments Landlord may reasonably request to
evidence and confirm such attornment. Each subtenant or licensee of Tenant shall
be deemed automatically upon and as a condition of occupying or using the
Premises or any part thereof, to have given a waiver of the type described in
and to the extent and upon the conditions set forth in this Article 12.

13. CONDITION OF THE PREMISES.

      A. Acceptance by Tenant. Tenant agrees to accept possession of the
Premises in the condition which shall exist on the Commencement Date "as is",
and further agrees that Landlord shall have no obligation to perform any work or
make any installations in order to prepare the Premises for Tenant's occupancy.
The taking of possession of the Premises by Tenant shall be conclusive evidence
as against Tenant that, at the time such possession was so taken, the Premises
and the Building were in good and satisfactory condition.

      B. Tenant's Initial Alteration. Tenant agrees to perform, or to cause
contractors approved by Landlord to perform, Tenant's Initial Alteration
described in Schedule B annexed hereto in accordance with the terms, conditions
and provisions thereof, and in accordance with all other terms, conditions and
provisions contained in this Lease, including, without limitation, Schedules C
and D annexed hereto. All of the terms, covenants and conditions of Schedules C
and D are incorporated in this Lease as if fully set forth at length herein.

14. ACCESS TO PREMISES. Tenant shall permit Landlord, Landlord's agents and
public utilities servicing the Building to erect, use and maintain, concealed
ducts, pipes and conduits in and through the Premises. Landlord or Landlord's
agents shall have the right to enter the Premises at all reasonable times to (i)
examine the same, (ii) to show them to prospective purchasers, mortgagees or
lessees of the Building or space therein, (iii) to make such decorations,
repairs, alterations, improvements or additions as Landlord may deem necessary
or desirable to the Premises or to any other portion of the Building or which
Landlord may elect to perform following Tenant's failure to make repairs or
perform any work which


                                       29
<PAGE>

Tenant is obligated to perform under this Lease, or (iv) for the purpose of
complying with laws, regulations or other requirements of government
authorities; Landlord shall be allowed to take all necessary material and
equipment into and upon the Premises and to store them within the Premises
without the same constituting an eviction or constructive eviction of Tenant in
whole or in part and the Rent shall in nowise abate while any decorations,
repairs, alterations, improvements or additions are being made, by reason of
loss or interruption of business of Tenant, or otherwise. During the one (1)
year prior to the Expiration Date or the expiration of any renewal or extended
term, Landlord may exhibit the Premises to prospective tenants thereof. If,
during the last twelve (12) months of the Term, Tenant shall have removed all or
substantially all of Tenant's property therefrom, Landlord may immediately enter
and alter, renovate and redecorate the Premises, without elimination or
abatement of Rent, or incurring liability to Tenant for any compensation, and
such acts shall not be deemed an actual or constructive eviction and shall have
no effect upon this Lease. If Tenant shall not be personally present to open and
permit an entry into the Premises, at any time, when for any reason an entry
therein shall be necessary or permissible, Landlord or Landlord's agents may
enter the same by a master key, or may forcibly enter the same, without
rendering Landlord or such agents liable therefor (if during such entry Landlord
or Landlord's agents shall accord reasonable care to Tenant's property), and
without in any manner affecting the obligations and covenants of 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. 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 and/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. In addition, Tenant
understands and agrees that Landlord may perform substantial renovation work in
and to the public parts of the Building and the mechanical and other systems
serving the Building (which work may include the replacement of the building
exterior facade and window glass, requiring access to the same from within the
Premises), and that Landlord shall incur no liability to Tenant, nor shall
Tenant be entitled to any abatement of Rent on account of any noise, vibration
or other disturbance to Tenant's business at the Premises (provided that Tenant
is not denied access to said Premises) which shall arise out of the performance
by Landlord of the aforesaid renovations of the Building. Tenant understands and
agrees that all parts (except surfaces facing the interior of the Premises) of
all walls, windows and doors bounding the Premises (including exterior Building
walls, core corridor walls, doors and entrances), all balconies, terraces and
roofs adjacent to the Premises, all space in or adjacent to the Premises used
for


                                       30
<PAGE>

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.

15. CERTIFICATE OF OCCUPANCY. Tenant shall not at any time use or occupy the
Premises in violation of the certificate of occupancy 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 at any time contend and/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 whether or
not such use shall be a Permitted Use, Tenant shall, upon five (5) days written
notice from Landlord, immediately discontinue such use of the Premises. Failure
by Tenant to discontinue such use after such notice shall be considered a
default in the fulfillment of a covenant of this Lease and Landlord shall have
the right to terminate this Lease immediately, and in addition thereto shall
have the right to exercise any and all rights and privileges and remedies given
to Landlord by and pursuant to the provisions of Articles 17 and 18 hereof.

16. LANDLORD'S LIABILITY. 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, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchaser, grantee, assignee or other transferee that such purchaser,
grantee, assignee or other transferee has assumed and agreed to carry out any
and all covenants and obligations of Landlord hereunder. Neither the
shareholders, directors or officers of Landlord, if Landlord is a corporation,
nor the partners comprising Landlord (nor any of the shareholders, directors or
officers of such partners), if Landlord is a partnership (collectively, the
"Parties"), shall 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 not
exceed and shall be limited to Landlord's interest in the Building and the Real
Property and Tenant shall not look to or attach any other property or


                                       31
<PAGE>

            (vi) if Tenant shall file a voluntary petition in bankruptcy or
      insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file
      any petition or answer seeking any reorganization, arrangement,
      composition, readjustment, liquidation, dissolution or similar relief
      under the present or any future federal bankruptcy act or any other
      present or future applicable federal, state or other statute or law, or
      shall make an assignment for the benefit of creditors or shall seek or
      consent to or acquiesce in the appointment of any trustee, receiver or
      liquidator of Tenant or of all or any part of Tenant's property; or

            (vii) if, within thirty (30) days after the commencement of any
      proceeding against Tenant, whether by the filing of a petition or
      otherwise, seeking any reorganization, arrangement, composition,
      readjustment, liquidation, dissolution or similar relief under the present
      or any future federal bankruptcy act or any other present or future
      applicable federal, state or other statute or law, such proceeding shall
      not have been dismissed, or if, within thirty (30) days after the
      appointment of any trustee, receiver or liquidator of Tenant, or of all or
      any part of Tenant's property, without the consent or acquiescence of
      Tenant, such appointment shall not have been vacated or otherwise
      discharged, or if any execution or attachment shall be issued against
      Tenant or any of Tenant's property pursuant to which the Premises shall be
      taken or occupied or attempted to be taken or occupied;

then, in any of said cases, at any time prior to or during the Term, of any one
or more of such Events of Default, Landlord, at any time thereafter, at
Landlord's option, may give to Tenant a five (5) days notice of termination of
this Lease and, in the event such notice is given, this Lease and the Term shall
come to an end and expire (whether or not the Term shall have commenced) upon
the expiration of said five (5) days with the same effect as if the date of
expiration of said five (5) days were the Expiration Date, but Tenant shall
remain liable for damages as provided in Article 18 hereof.

      B. Effect of Bankruptcy. 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 clauses
(vi) and (vii) of subsection A of this Article 17, 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 said
clauses (vi) and (vii) 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


                                       33
<PAGE>

acceptance of rent or a waiver on the part of Landlord of any rights under said
subsection A.

      C. Conditional Limitation. Nothing contained in this Article 17 shall be
deemed to require Landlord to give the notices herein provided for prior to the
commencement of a summary proceeding for non-payment of rent or a plenary action
for recovery of rent on account of any default in the payment of the same, it
being intended that such notices are for the sole purpose of creating a
conditional limitation hereunder pursuant to which this Lease shall terminate
and if Tenant thereafter remains in possession after such termination, Tenant
shall do so as a holdover tenant.

18. REMEDIES AND DAMAGES.

      A. Landlord's Remedies. (i) If Tenant shall default in the payment when
due of any installment of Rent or in the payment when due of any additional
rent, or if any execution or attachment shall be issued against Tenant or any of
Tenant's property whereupon the Premises shall be taken or occupied or attempted
to be taken or occupied by someone other than Tenant, or if Tenant shall fail to
move into or take possession of the Premises within sixty (60) days after the
Commencement Date, or if this Lease and the Term shall expire and come to an end
as provided in Article 17:

                  (a) Landlord and its agents and servants 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,
either by summary proceedings, or by any other applicable action or proceeding,
(without being liable to indictment, prosecution or damages therefor), and may
repossess the Premises and dispossess Tenant and any other persons from the
Premises and remove any and all of their property and effects from the Premises;
and

                  (b) Landlord, at Landlord's option, may relet the whole or any
part or parts 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. 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 to


                                       34
<PAGE>

affect any such liability; 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.

            (ii) 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 on Tenant's part to be observed or performed,
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.

      B. Damages. (i) If this Lease and the Term shall expire and come to an end
as provided in Article 17, or by or under any summary proceeding or any other
action or proceeding, or if Landlord shall re-enter the Premises as provided in
subsection A of this Article 18, or by or under any summary proceeding or any
other action or proceeding, then, in any of said events:

                  (a) Tenant shall pay to Landlord all Rent, additional rent and
other charges 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;

                  (b) Tenant also shall be liable for and shall pay to Landlord,
as damages, any deficiency (referred to as "Deficiency") between the Rent
reserved


                                       35
<PAGE>

in this Lease 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 subsection A(i) of
this Article 18 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, or Landlord's reentry 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
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 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

                  (c) whether or not Landlord shall have collected any monthly
Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies
as and for liquidated and agreed final damages, a sum equal to the amount by
which the Rent reserved in this Lease for the period which otherwise would have
constituted the unexpired portion of the Term exceeds the then fair and
reasonable rental value of the Premises for the same period, less the aggregate
amount of Deficiencies theretofore collected by Landlord pursuant to the
provisions of subsection B(1)(b) of this Article 18 for the same period; if,
before presentation of proof of such liquidated damages to any court, commission
or tribunal, the Premises, or any part thereof, shall have been relet by
Landlord for the period which otherwise would have constituted the unexpired
portion of the Term, or any part thereof, the amount of rent reserved upon such
reletting shall be deemed, prima facie, to be the fair and reasonable rental
value for the part or the whole of the Premises so relet during the term of the
reletting.

            (ii) 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 subsection B. Tenant shall in no event be entitled to
any rents collected or payable under any reletting, whether or not such rents
shall exceed the Rent reserved in this Lease. Solely for the purposes of this
Article, the term "Rent" as used in subsection B(i) of this Article 18 shall
mean the Rent in effect immediately prior to the date upon which this Lease and
the Term shall have expired and come to an end, or the date of re-entry upon the
Premises by Landlord, as the case may be, adjusted to reflect any increase or
decrease pursuant to the provisions of Article 28 hereof for the Comparison Year
(as defined in said


                                       36
<PAGE>

Article 28) immediately preceding such event. Nothing contained in Article 17
or this Article 18 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 subsection B(i) of this Article
18.

      C. Legal Fees. (i) Tenant hereby agrees to pay, as additional rent, all
attorneys' fees and disbursements (and all other court costs or expenses of
legal proceedings) which Landlord may incur or pay out by reason of, or in
connection with:

                  (a) any action or proceeding by Landlord to terminate this
Lease in which Landlord prevails;

                  (b) any other action or proceeding by Landlord against Tenant
(including, but not limited to, any arbitration proceeding) in which Landlord
prevails;

                  (c) any default by Tenant in the observance or performance of
any obligation under this Lease (including, but not limited to, matters
involving payment of rent and additional rent, computation of escalations,
alterations or other Tenant's work and subletting or assignment), whether or not
Landlord commences any action or proceeding against Tenant;

                  (d) any action or proceeding brought by Tenant against
Landlord (or any officer, partner or employee of Landlord) in which Tenant fails
to secure a final unappealable judgment against Landlord; and

                  (e) any other appearance by Landlord (or any officer, partner
or employee of Landlord) as a witness or otherwise in any action or proceeding
whatsoever involving or affecting Landlord, Tenant or this Lease in which
Landlord prevails.

            (ii) Tenant's obligations under this subsection C of Article 18
shall survive the expiration of the Term hereof or any earlier termination of
this Lease. This provision is intended to supplement (and not to limit) other
provisions of this Lease pertaining to indemnities and/or attorneys' fees.

19. FEES AND EXPENSES.

      A. Curing Tenant's Defaults. If Tenant shall default in the observance or
performance of any term or covenant on Tenant's part to be observed or performed


                                       37
<PAGE>

under or by virtue of any of the terms or provisions in any Article of this
Lease, Landlord may immediately or at any time thereafter on five (5) days
notice perform the same for the account of Tenant, and if Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith including, but not limited to reasonable attorneys' fees and
disbursements in instituting, prosecuting or defending any action or proceeding,
such sums paid or obligations incurred with interest and costs shall be deemed
to be additional rent hereunder and shall be paid by Tenant to Landlord within
five (5) days of rendition of any bill or statement to Tenant therefor.

      B. Late Charges. If Tenant shall fail to make payment of any installment
of Rent or any additional rent within ten (10) days after the date when such
payment is due, Tenant shall pay to Landlord, in addition to such installment of
Rent or such additional rent, as the case may be, as a late charge and as
additional rent, a sum based on a rate equal to the lesser of (i) five percent
(5%) per annum above the then current prime rate charged by Citibank, N.A. or
its successor and (ii) the maximum rate permitted by applicable law, of the
amount unpaid computed from the date such payment was due to and including the
date of payment, but in no event shall interest be computed and payable for less
than a full calendar month. Tenant acknowledges and agrees that, except as
otherwise expressly provided herein, if Tenant fails to dispute any item of
additional rent within ten (10) days of receipt of a bill or notice therefor,
Tenant shall be deemed to have waived its right to dispute the same.

20. NO REPRESENTATIONS BY LANDLORD. Landlord or Landlord's agents have made no
representations or promises with respect to the Building, the Real Property, the
Premises or Taxes (as defined in Article 28 hereof) 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. All references in
this Lease to the consent or approval of Landlord shall be deemed to mean the
written consent of Landlord or the written 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.

21. END OF TERM

      A. Surrender of Premises. Upon the expiration or other termination of the
Term, Tenant shall quit and surrender to Landlord the Premises, 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 Tenant shall remove
all


                                       38
<PAGE>

of its property pursuant to Article 3 hereof. Tenant's obligation to observe or
perform this covenant shall survive the expiration or sooner termination of the
Term. If the last day of the Term or any renewal thereof falls on Saturday or
Sunday this Lease shall expire on the business day immediately preceding. In
addition, 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 substantial, will exceed the amount of the monthly
installments of the Rent theretofore payable hereunder, and will be impossible
to accurately measure. Tenant therefore agrees that if possession of the
Premises is not surrendered to Landlord within twenty-four (24) hours after the
Expiration Date or sooner termination of the Term, in addition to any other
rights or remedy Landlord may have hereunder or at law, Tenant shall pay to
Landlord for each month and for each portion of any month during which Tenant
holds over in the Premises after the Expiration Date or sooner termination of
this Lease, a sum equal to three (3) times the aggregate of that portion of the
Rent and the additional rent which was payable under this Lease during the last
month of the Term. Nothing herein contained shall be deemed to permit Tenant to
retain possession of the Premises after the Expiration Date or sooner
termination of this Lease and no acceptance by Landlord of payments from Tenant
after the Expiration Date or sooner termination of the Term 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 21, which provisions shall survive the Expiration
Date or sooner termination of this Lease.

      B. Holdover by Tenant. If Tenant shall hold-over or remain in possession
of any portion of the Premises beyond the Expiration Date of this Lease,
notwithstanding the acceptance of any Rent and additional rent paid by Tenant
pursuant to subsection A above, Tenant shall be subject not only to summary
proceeding and all damages related thereto, but also to any damages arising out
of lost opportunities (and/or new leases) by Landlord to re-let the Premises (or
any part thereof). All damages to Landlord by reason of such holding over by
Tenant may be the subject of a separate action and need not be asserted by
Landlord in any summary proceedings against Tenant.

22. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that upon Tenant
paying the Rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms
and conditions of this Lease including, but not limited to, Article 16 hereof
and to all Superior Leases and Mortgages.


                                       39
<PAGE>

23. FAILURE TO GIVE POSSESSION. 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 import then in force and further waives the right to recover any
damages which may result from Landlord's failure to deliver possession of the
Premises on the date set forth in Article 1 hereof for the commencement of the
Term. If Landlord shall be unable to give possession of the Premises on such
date, and provided Tenant is not responsible for such inability to give
possession, the Rent reserved and covenanted to be paid herein shall not
commence until the possession of the Premises is given or the Premises are
available for occupancy by Tenant, and no such failure to give possession on
such date shall in any way 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 same be construed in anyway to extend the
Term. If permission is given to Tenant to enter into the possession of the
Premises or to occupy premises other than the Premises prior to the Commencement
Date, Tenant covenants and agrees that such occupancy shall be deemed to be
under all the terms, covenants, conditions and provisions of this Lease,
including the covenant to pay Rent.

24. NO WAIVER. If there be any agreement between Landlord and Tenant providing
for the cancellation of this Lease upon certain provisions or contingencies
and/or an agreement for the renewal hereof at the expiration of the Term, the
right to such renewal or the execution of a renewal agreement between Landlord
and Tenant prior to the expiration of the Term shall not be considered an
extension thereof or a vested right in Tenant to such further term, so as to
prevent Landlord from canceling this Lease and any such extension thereof during
the remainder of the original Term; such privilege, if and when so exercised by
Landlord, shall cancel and terminate this Lease and any such renewal or
extension previously entered into between Landlord and Tenant or the right of
Tenant to any such renewal or extension; any right herein contained on the part
of Landlord to cancel this Lease shall continue during any extension or renewal
hereof; any option on the part of Tenant herein contained for an extension or
renewal hereof shall not be deemed to give Tenant any option for a further
extension beyond the first renewal or extended term. 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


                                       40
<PAGE>

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. 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, from having all force and
effect of an original violation. The receipt by Landlord of Rent 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 and/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 Rent herein stipulated shall be
deemed to be other than on account of the earliest stipulated Rent, 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 Rent 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 Rent or pursue any
other remedy in this Lease provided. This Lease contains the entire agreement
between the parties and all prior negotiations and agreements are merged in this
Lease. Any executory agreement hereafter made shall be ineffective to change,
modify, discharge or effect an abandonment of it in whole or in part unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

25. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other 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, and/or any claim of injury or damage,
or for the enforcement of any remedy under any statute, emergency or otherwise.
It is further mutually agreed that in the event Landlord commences any summary
proceeding (whether for nonpayment of rent or because Tenant continues in
possession of the Premises after the expiration or termination of the Term),
Tenant will not interpose any counterclaim (except for mandatory or compulsory
counterclaims) of whatever nature or description in any such proceeding.


                                       41
<PAGE>

26. INABILITY TO PERFORM. This Lease and the obligation of Tenant to pay Rent
and additional rent hereunder and perform all of the other covenants and
agreements hereunder on the part of Tenant to be performed shall in nowise 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 reasonably beyond Landlord's control, including but not
limited to, laws, governmental preemption in connection with a National
Emergency or by reason of any rule, order or regulation of any federal, state,
county or municipal authority or any department or subdivision thereof or any
government agency or by reason of the conditions of supply and demand which have
been or are affected by war or other emergency.

27. BILLS AND NOTICES. Except as otherwise expressly provided in this Lease, any
bills, statements, notices, demands, requests or other communications given or
required to be given under this Lease shall be deemed sufficiently given or
rendered if in writing, sent by registered or certified mail (return receipt
requested) addressed (i) to Tenant (a) at Tenant's address set forth in this
Lease if mailed prior to Tenant's taking possession of the Premises, or (b) at
the Building 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, or (ii) to Landlord at Landlord's address set forth in this Lease
with a courtesy copy to Landlord's attorneys, Younkins & Schecter LLP, 545 Fifth
Avenue, New York, New York 10017, or (iii) to such other address as either
Landlord or Tenant may designate as its new address for such purpose by notice
given to the others in accordance with the provisions of this Article 27. Tenant
hereby acknowledges and agrees that any such bill, statement, demand, notice,
request or other communication may be given by Landlord's agent on behalf of
Landlord. Any such bill, statement, demand, notice, request or other
communication shall be deemed to have been rendered or given on the date when it
shall have been mailed as provided in this Article 27. Notwithstanding anything
contained in this Article 27 to the contrary, bills and statements issued by
Landlord may be sent by the method(s) set forth hereinabove, without copies to
any other party. This notice provision has been specifically negotiated between
the parties hereto.


                                       42
<PAGE>

28. ESCALATION.

      A. Defined Terms. In a determination of any increase in the Rent under the
provisions of this Article 28, Landlord and Tenant agree as follows:

            (i) "Taxes" shall mean the aggregate amount of real estate taxes and
any special or other assessments (exclusive of penalties and interest thereon)
imposed upon the Real Property and real estate taxes or assessments imposed in
connection with the receipt of income or rents from the Building to the extent
that same shall be in lieu of all or a portion of the aforesaid taxes or
assessments, or additions or increases thereof (including, without limitation,
(i) assessments made upon or with respect to any "air rights", (ii) assessments
made in connection with the Fashion District Business Improvement District, and
(iii) any assessments levied after the date of this Lease for public benefits to
the Real Property or the Building (excluding an amount equal to the assessments
payable in whole or in part during or for the Base Tax Year (as defined in
Article 1 of this Lease)) which assessments, if payable in installments, shall
be deemed payable in the maximum number of permissible installments and there
shall be included in real estate taxes for each Comparison Year in which such
installments may be paid, the installments of such assessment so becoming
payable during such Comparison Year (in the manner in which such taxes and
assessments are imposed as of the date hereof); provided, that if because of any
change in the taxation of real estate, any other tax or assessment (including,
without limitation, any occupancy, gross receipts, rental, income, franchise,
transit or other 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 or in addition to, any of the foregoing Taxes, such other tax or assessment
shall be deemed part of the Taxes. With respect to any Comparison Year
(hereinafter defined) all expenses, including attorneys' fees and disbursements,
experts' and other witnesses' fees, incurred in contesting the validity or
amount of any Taxes or in obtaining a refund of Taxes shall be considered as
part of the Taxes for such year.

            (ii) "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 imposition of Taxes.

            (iii) "Tax Year" shall mean the period July 1 through June 30 (or
such other period as hereinafter may be duly adopted by the City of New York as
its fiscal year for real estate tax purposes).

            (iv) "Base Taxes" shall mean the Taxes payable for the Base Tax
Year.


                                       43
<PAGE>

            (v) "Comparison Year" shall mean (a) with respect to Taxes, any Tax
Year subsequent to the Base Tax Year and (b) with respect to Labor Rates
(hereinafter defined) any calendar year subsequent to the Base Labor Year
(hereinafter defined) for any part or all of which there is an increase in the
Rent pursuant to subsection B of this Article 28.

            (vi) "R.A.B." shall mean the Realty Advisory Board On Labor
Relations, Incorporated, or its successor.

            (vii) "Local 32B-32J" shall mean Local 32B-32J of the Building
Service Employees International Union, AFL-CIO, or its successor.

            (viii) "Class A Office Buildings" shall mean office buildings in the
same class or category as the Building under any agreement between R.A.B. and
Local 32B-32J, regardless of the designation given to such office buildings in
any such agreement.

            (ix) "Labor Rates" shall mean a sum equal to the regular hourly wage
rate required to be paid to Others (hereinafter defined) employed in Class A
Office Buildings pursuant to an agreement between R.A.B. and Local 32B-32J;
provided, however, that if, as of October 1st of any Comparison Year, any such
agreement shall require Others in Class A Office Buildings to be regularly
employed on days or during hours when overtime or other premium pay rates are in
effect pursuant to such agreement, then the term "regular hourly wage rate", as
used in this subsection A(ix) shall mean the average hourly wage rate for the
hours in a calendar week during which Others are required to be regularly
employed; and provided, further, that if no such agreement is in effect as of
October 1st of any Comparison Year with respect to Others, then the term
"regular hourly wage rate", as used in this subsection A(ix) shall mean the
regular hourly wage rate actually paid to Others employed in the Building by
Landlord or by an independent contractor engaged by Landlord; and provided,
further, the term "regular hourly wage rate" in all events shall include all
payments and benefits of any kind, including, but not limited to, those payable
directly to taxing authorities or others on account of the employment and all
welfare, pension benefits and payments of any kind paid or given pursuant to
such agreement, but shall specifically exclude any fringe employee benefits.

            (x) "Others" shall mean that classification of employee engaged in
the general maintenance and operation of Class A Office Buildings most nearly
comparable to the classification now applicable to "others" in the current
agreement between R.A.B. and Local 32B-32J.


                                       44
<PAGE>

            (xii) "Base Labor Rates" shall mean the Labor Rates in effect for
the Base Labor Year.

            (xiii) "Landlord's Statement" shall mean an instrument or
instruments containing a comparison of any increase or decrease in the Rent for
the preceding Comparison Year pursuant to the provisions of this Article 28.

      B. Escalation. (i) If the Taxes payable for any Comparison Year (any part
or all of which falls within the Term) shall represent an increase above the
Base Taxes, then the Rent for such Comparison Year and continuing thereafter
until a new Landlord's Statement is rendered to Tenant, shall be increased by
Tenant's Proportionate Share of such increase. The Taxes shall be initially
computed on the basis of the Assessed Valuation in effect at the time Landlord's
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 subsection D(i)(a) of this
Article 28.

            (ii) If the Labor Rates in effect for any Comparison Year (any part
or all of which falls within the Term) shall be greater than the Base Labor
Rates, then the Rent for such Comparison Year and continuing thereafter until a
new Landlord's Statement is rendered to Tenant, shall be increased by a sum
equal to the Labor Rate Factor multiplied by the Labor Rate Multiple multiplied
by the number of cents (inclusive of any fractions of a cent) of such increase.

      C. Payment of Escalations. (i) At any time prior to, during or after any
Comparison Year Landlord shall render to Tenant, either in accordance with the
provisions of Article 27 hereof or by personal delivery at the Premises, a
Landlord's Statement or Statements showing separately or together (a) a
comparison of the Taxes payable for the Comparison Year with the Base Taxes, (b)
a comparison of the Labor Rates for the Comparison Year with the Base Labor
Rates, and (c) the amount of the increase in the Rent resulting from each of
such comparisons. Landlord's failure to render a Landlord's Statement and/or
receive payments with respect thereto during or with respect to any Comparison
Year shall not prejudice Landlord's right to render a Landlord's Statement
and/or receive payments with respect thereto during or with respect to any
subsequent Comparison Year, and shall not eliminate or reduce Tenant's
obligation to pay increases in the Rent pursuant to this Article 28 for such
Comparison Year. Landlord may also at any time and from time to time, furnish to
Tenant a revised Landlord's Statement or Statements showing separately or
together (a) a comparison of the Taxes payable for the Comparison Year with the
Base Taxes and (b) a comparison of the Labor Rates for the Comparison Year with
the Base Labor Rates.


                                       45
<PAGE>

            (ii) (a) Tenant's obligations with respect to increases in Labor
Rates shall be payable by Tenant on the first day of the month following the
furnishing to Tenant of a Landlord's Statement with respect to Labor Rates in an
amount equal to one-twelfth (1/12th) of such increase in the Rent multiplied by
the number of months (and any fraction thereof) of the Term then elapsed since
the commencement of the Comparison Year for which the increase is applicable,
together with a sum equal to one-twelfth (1/12th) of such increase with respect
to the month following the furnishing to Tenant of a Landlord's Statement; and
thereafter, commencing with the next succeeding monthly installment of Rent and
continuing monthly thereafter until rendition of the next succeeding Landlord's
Statement, the monthly installments of Rent shall be increased by an amount
equal to one-twelfth (1/12th) of such increase. Any increase in the Rent shall
be collectible by Landlord in the same manner as Rent.

                  (b) With respect to an increase in the Rent resulting from an
increase in the Taxes for any Comparison Year above the Base Taxes, Tenant shall
pay to Landlord a sum equal to one-half (1/2) of such increase on the first day
of June and a sum equal to one-half (1A) of such increase on the first day of
December of each calendar year. If Landlord's Statement shall be furnished to
Tenant after the commencement of the Comparison Year to which it relates, then
(1) until Landlord's Statement is rendered for such Comparison Year, Tenant
shall pay Tenant's Proportionate Share of Taxes for such Comparison Year in
semi-annual installments, as described above, based upon the last prior
Landlord's Statement rendered to Tenant with respect to Taxes, and (2) Tenant
shall, within ten (10) days after Landlord's Statement is furnished to Tenant,
pay to Landlord an amount equal to any underpayment of the installments of Taxes
theretofore paid by Tenant for such Comparison Year and, in the event of an
overpayment by Tenant, Landlord shall permit Tenant to credit against subsequent
payments under this subsection (C)(ii)(b) of this Article 28 the amount of such
overpayment. If during the Term of this Lease, Taxes are required to be paid
(either to the appropriate taxing authorities or as tax escrow payments to a
mortgagee or ground lessor) in full or in monthly, quarterly, or other
installments, on any other date or dates than as presently required, then, at
Landlord's option, Tenant's Proportionate Share with respect to Taxes shall be
correspondingly accelerated or revised so that Tenant's Proportionate Share is
due at least thirty (30) days prior to the date payments are due to the taxing
authorities or the superior mortgagee or ground lessor, as the case may be. The
benefit of any discount for any early payment or prepayment of Taxes shall
accrue solely to the benefit of Landlord, and such discount shall not be
subtracted from Tenant's Proportionate Share of such Taxes.

                  (c) Following each Landlord's Statement, a reconciliation
shall be made as follows: Tenant shall be debited with any increase in the Rent
shown


                                       46
<PAGE>

on such Landlord's Statement and credited with the aggregate, if any, paid by
Tenant on account in accordance with the provisions of subsection C(ii)(a) or
C(ii)(b) for the Comparison Year in question; Tenant shall pay any net debit
balance to Landlord within fifteen (15) days next following rendition by
Landlord, either in accordance with the provisions of Article 27 hereof or by
personal delivery to the Premises, of an invoice for such net debit balance; any
net credit balance shall be applied against the next accruing monthly
installment of Rent.

      D. Adjustments. (i) (a) In the event that, after a Landlord's Statement
has been sent to Tenant, an Assessed Valuation which had been utilized in
computing the Taxes for a Comparison 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 statement
adjusting the Taxes for such Comparison Year (taking into account the expenses
mentioned in the last sentence of subsection A(i) of this Article 28) and
setting forth Tenant's Proportionate Share of such refund and Tenant shall be
entitled to receive such Share by way of a credit against the Rent next becoming
due after the sending of such Statement; provided, however, that Tenant's Share
of such refund shall be limited to the amount, if any, which Tenant had
theretofore paid to Landlord as increased Rent for such Comparison Year on the
basis of the Assessed Valuation before it had been reduced.

                  (b) In the event that, after a Landlord's 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: (1) the Base Taxes shall be
retroactively adjusted to reflect such reduction, (2) the monthly installment of
Rent shall be increased accordingly and (3) all retroactive additional rent
resulting from such retroactive adjustment shall be forthwith payable when
billed by Landlord. Landlord promptly shall send to Tenant a statement setting
forth the basis for such retroactive adjustment and additional rent payments.

            (ii) Any Landlord's Statement sent to Tenant shall be conclusively
binding upon Tenant unless, within thirty (30) days after such statement is
sent, Tenant shall (a) pay to Landlord the amount set forth in such statement,
without prejudice to Tenant's right to dispute the same, and (b) send a written
notice to Landlord objecting to such statement and specifying the particular
respects in which such statement is claimed to be incorrect. The parties
recognize the unavailability of Landlord's books and records because of the
confidential nature thereof.


                                       47
<PAGE>

            (iii) Anything in this Article 28 to the contrary notwithstanding,
under no circumstances shall the rent payable under this Lease be less than the
then annual base Rent set forth in Article 1 hereof.

            (iv) The expiration or termination of this Lease during any
Comparison Year for any part or all of which there is an increase or decrease in
the Rent under this Article shall not affect the rights or obligations of the
parties hereto respecting such increase or decrease and any Landlord's Statement
relating to such increase or decrease may, on a pro rata basis, be sent to
Tenant subsequent to, and all such rights and obligations shall survive, any
such expiration or termination. Any payments due under such Landlord's Statement
shall be payable within twenty (20) days after such statement is sent to Tenant.

      E. Capital Improvements. If any capital improvement (other than an
Excluded Capital Improvement) is made to the Real Property during any calendar
year during the Term which is required by any government or quasi-governmental
laws, ordinances, rules, regulations or orders (excluding the ADA and local laws
5,10 and 76 and excluding violations of any governmental or quasi-governmental
laws, ordinances, rules, regulations or orders, as presently enacted, existing
on the date hereof), then Tenant shall pay to Landlord, immediately upon demand
therefor, Tenant's Proportionate Share of the reasonable annual amortization,
with interest, of the cost of such improvement in each calendar year during the
Term during which such amortization occurs. As used herein, the term "Excluded
Capital Improvements" shall mean, collectively, capital improvements made in
connection with the capital improvement program currently in effect for the
Building consisting of cosmetically upgrading the lobby of the Building and
cosmetically and mechanically upgrading certain elevator cabs.

29. SERVICES.

      A. Elevator. Landlord shall provide passenger elevator facilities on
business days from 8:00 A.M. to 6:00 P.M. and shall have one passenger elevator
in the bank of elevators servicing the Premises available at all other times.
Landlord shall provide freight elevator services on an "as available" basis for
incidental use by Tenant from 8:00 A.M. through 12:00 Noon and from 1:00 P.M.
through 5:00 P.M. on business days only. Any extended use may be arranged with
Landlord's prior consent and Tenant shall pay as additional rent all building
standard charges therefor.

      B. Heating. Landlord shall furnish heat to the Premises when and as
required by law, on business days from 8:00 A.M. to 6:00 P.M. Landlord shall not


                                       48
<PAGE>

be responsible for the adequacy, design or capacity of the heating distribution
system if the normal operation of the heat distribution system serving the
Building shall fail to provide heat at reasonable temperatures or any reasonable
volumes or velocities in any parts of the Premises by reason of any
rearrangement of partitioning or other Alterations made or performed by or on
behalf of Tenant or any person claiming through or under Tenant.

      C. Cooling. Tenant shall have the privilege of using the air-cooling
system presently serving the Premises which Tenant agrees to maintain and repair
at its own cost and expense. Tenant accepts such air-cooling system in its
"as-is" condition. Tenant shall enter into service maintenance agreements for
the service and maintenance of the air-cooling systems with a contractor
approved by Landlord, which approval shall not be unreasonably withheld. Tenant
shall cause periodic service and maintenance to be performed on the air-cooling
system and shall provide Landlord with copies of service and maintenance
records. Tenant shall not alter, modify or replace such air-cooling system, or
any part thereof, without Landlord's consent, which shall not be unreasonably
withheld. Anything in this subsection C to the contrary notwithstanding,
Landlord shall not be responsible if the normal operation of the air-cooling
system shall fail to provide cooled air at reasonable temperatures, pressures or
degrees of humidity or any reasonable volumes or velocities in any parts of the
Premises by reason of (i) human occupancy factors and any machinery or equipment
installed by or on behalf of Tenant or any person claiming through or under
Tenant, having an electrical load in excess of the average electrical load for
the air-cooling system as designed or (ii) any rearrangement of partitioning or
other Alterations made or performed by or on behalf of Tenant or any person
claiming through or under Tenant. Tenant agrees to keep and cause to be kept
closed all of the windows in the Premises whenever the air-cooling system is in
operation and agrees to lower and close the blinds when necessary because of the
sun's position whenever the air-cooling system is in operation. Tenant at all
times agrees to cooperate fully with Landlord and to abide by the regulations
and requirements which Landlord may prescribe for the proper functioning and
protection of the air-cooling system. 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, machine rooms and electrical
closets. Tenant shall pay for the costs of electrical energy consumed by the
air-cooling system in accordance with the provisions of Article 29, subsection
H, hereof.

      D. After Hours and Additional Services. Rent does not include any charge
to Tenant for the furnishing of any additional passenger elevator facilities,
any freight elevator facilities (other than as contemplated in Article 29
subsection A) or for the service of heat to the Premises during periods other
than the hours


                                       49
<PAGE>

and days set forth in sections A and B of this Article 29 for the furnishing and
distributing of such facilities or services (referred to as "Overtime Periods").
Accordingly, if Landlord shall furnish any (i) passenger elevator facilities to
Tenant during Overtime Periods or freight elevator facilities, except as
provided in subsection A of this Article 29, or (ii) heat, to the Premises
during Overtime Periods, then Tenant shall pay Landlord additional rent for such
facilities or services at the standard rates then fixed by the Landlord for the
Building or, if no such rates are then fixed, at reasonable rates. Neither the
facilities nor the services referred to in this Article 29D shall be furnished
to Tenant or the Premises if Landlord has not received advance notice from
Tenant specifying the particular facilities or services requested by Tenant at
least twenty-four (24) hours prior to the date on which the facilities or
services are to be furnished; or if Tenant is in default under or in breach of
any of the terms, covenants or conditions of this Lease; or if Landlord shall
determine, in its sole and exclusive discretion, that such facilities or
services are requested in connection with, or the use thereof shall create or
aid in a default under or a breach of any term, covenant or condition of this
Lease. All of the facilities and services referred to in this Article 29D are
conveniences and are not and shall not be deemed to be appurtenances to the
Premises, and the failure of Landlord to furnish any or all of such facilities
or services shall not constitute or give rise to any claim of an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of Rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business or otherwise. Landlord may limit the furnishing during Overtime Periods
of any of the facilities or services referred to in this Article 29D to a total
of twenty (20) hours in any one week. In the event Tenant installs a
supplemental air cooling system in the Premises, and if condenser water for such
system shall be supplied by Landlord, (x) Tenant shall pay to Landlord, annually
upon demand, a sum equal to $750 per ton of air conditioning capacity, adjusted
annually, to compensate Landlord for the cost of supplying condenser water for
such supplemental system and (y) Tenant shall pay to Landlord upon demand,
Tenant's share of the cost of maintaining, repairing and/or replacing the
cooling tower providing such condenser water, such share to be based upon
Tenant's total demand of condenser water relative to the total demand of all
other tenants and occupants in the Building who are similarly supplied condenser
water by Landlord. In addition, any such supplemental air-cooling system shall
be installed with balancing valves and circuit setters manufactured by Bell &
Gossett for balancing by Landlord, at Tenant's sole cost and expense.

      E. Cleaning. Tenant at Tenant's expense, shall cause the Premises to be
kept clean in a manner satisfactory to Landlord and no one other than persons
approved by Landlord shall be permitted to enter the Premises or the Building
for


                                       50
<PAGE>

such purpose. Notwithstanding the foregoing, Landlord shall not unreasonably
withhold or delay its consent to a cleaning company proposed by Tenant provided:

            (i) that, in Landlord's sole but reasonable judgment, such cleaning
company is reasonably sound financially and has a confirmed reputation for
providing high quality professional services;

            (ii) such cleaning company maintains insurance naming Landlord,
Landlord's managing agent and other entities designated by Landlord from time to
time as additional insureds with coverage for liability, workers compensation,
fidelity at limits reasonably approved by Landlord and such other coverages as
reasonably required by Landlord in amounts reasonably required by Landlord; and

            (iii) that, in Landlord's sole but reasonable judgment, such
cleaning company shall use only such employees and other workers as shall be
compatible with all other employees and workers employed in connection with the
Building and any work being performed in the Building; and no such employee or
worker employed or retained by or on behalf of such cleaning company shall be
the cause of any labor disturbance, strike, picketing, jurisdictional union
dispute or work slowdown. If any such disturbance, strike, picketing, dispute or
slowdown shall occur due to the persons employed by or on behalf of such
cleaning company, then such cleaning company shall immediately cease performance
of work in the Premises. Tenant shall indemnify, defend and hold harmless
Landlord from any and all damages, injuries, expenses (including reasonable
attorneys' fees) and all other liabilities (including consequential damages)
resulting from any such labor problem.

      F. Sprinkler System. If there now is or shall be installed in the Building
a "sprinkler system", and such system or any of its appliances shall be damaged
or injured or not in proper working order by reason of any act or omission of
Tenant, Tenant's agents, servants, employees, licensees or visitors, Tenant
shall forthwith restore the same to good working condition at its own expense;
and if the New York Board of Fire Underwriters or the New York Fire Insurance
Rating Organization or any bureau, 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, Tenant shall, at Tenant's expense,
promptly make and supply such changes, modifications, alterations, additional
sprinkler heads or other equipment.

      G. Water. 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 for all
purposes. In


                                       51
<PAGE>

such event (i) 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 installation equipment in good working order
and repair at Tenant's own cost and expense in default of which Landlord may
cause such meter and equipment to be replaced or repaired and collect the cost
thereof from Tenant; (ii) Tenant agrees to pay for water consumed, as shown on
said meter as and when bills are rendered, and on default in making such payment
Landlord may pay such charges and collect the same from Tenant; and (iii) Tenant
covenants and agrees to 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 realty of which they are part pursuant to law, order or
regulation 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 five (5)
days of rendition. Any such costs or expenses incurred or payments made by
Landlord for any of the reasons or purposes hereinabove stated shall be deemed
to be additional rent payable by Tenant and collectible by Landlord as such.
Independently of and in addition to any of the remedies reserved to Landlord
hereinabove or elsewhere in this Lease, Landlord may sue for and collect any
monies to be paid by Tenant or paid by Landlord for any of the reasons or
purposes hereinabove set forth.

      H. Electricity Service. (i) Landlord shall redistribute ten (10) watts of
connected electrical load per rentable square foot of space deemed to be in the
Premises for the servicing of all of Tenant's electrical needs within the
Premises, including, without limitation, any air-cooling equipment located in,
or exclusively servicing the Premises. Landlord's designated agent shall install
a submeter to measure Tenant's consumption of electrical energy in the Premises
at Landlord's sole cost and expense. Tenant shall pay Landlord for any and all
costs incurred in connection with the installation of such submeter upon the
submission by Landlord of a bill for such costs. The cost of electricity
utilized by Tenant shall be paid for by Tenant to Landlord as additional rent
and shall be calculated at the then applicable rate prescribed by the public
utility company serving the Premises for submetered electrical energy, plus (a)
Landlord's charge for overhead and supervision in the amount of eight percent
(8%) of the total electric bill and (b) any taxes or other charges in connection
therewith. If any tax shall be imposed upon Landlord's receipts from the sale or
resale of electrical energy to Tenant, the pro rata share applicable to the
electrical energy service received by Tenant shall be passed onto, included in
the bill of, and paid by Tenant if and to the extent permitted by law. Landlord
shall bill Tenant, monthly, for the cost of its consumption of electricity in
the Premises and Tenant shall pay the amount thereof at the time of payment of
each installment of Rent. If either the quantity or


                                       52
<PAGE>

character of electrical services is changed by the public utility or other
company supplying electrical service to the Building or is no longer available
or suitable for Tenant's requirements, no such change, unavailability or
unsuitability shall constitute an actual or constructive eviction, in whole or
in part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise.

            (ii) If Tenant requires additional electrical energy beyond the
wattage specified above for any reason whatsoever, including without limitation,
the use of additional business machines, office equipment or other appliances in
the Premises which utilize electrical energy, Tenant shall request such
additional electrical energy from Landlord in each instance. If Landlord agrees
to provide the same, any additional feeders or risers which are required to
supply Tenant's additional electrical requirements, and all other equipment
proper and necessary in connection with such feeders or risers, shall be
installed by Landlord upon Tenant's request, at the sole cost and expense of
Tenant (including without limitation, a connection fee of Three Hundred Fifty
and 00/100 ($350.00) Dollars per kilovolt ampere), provided that, in Landlord's
reasonable judgment, such additional feeders or riders are necessary and are
permissible under applicable laws and insurance regulations and the installation
of such feeders or risers will not cause permanent damage or injury to the
Building or the Premises or cause or create a dangerous or hazardous condition
or entail excessive or unreasonable alterations or interfere with or disturb
other tenants or occupants of the Building. Tenant covenants that at no time
shall the use of electrical energy in the Premises exceed the capacity of the
existing feeders or wiring installations then serving the Premises or provide
Tenant with greater that ten (10) watts of connected electrical load per
rentable square foot deemed to be in the Premises. Tenant shall not make or
perform, or permit the making or performance of, any alterations to wiring
installations or other electrical facilities in or serving the Premises without
the prior consent of Landlord in each instance and without paying Landlord's
customary changes therefor. Any such Alterations, additions or consent by
Landlord shall be subject to the provisions of this Lease including, but not
limited to, the provisions of Article 3 hereof.

            (iii) Landlord reserves the right to discontinue furnishing
electricity to Tenant in the Premises on not less than sixty (60) days notice to
Tenant. If Landlord exercises such right to discontinue, or is compelled to
discontinue furnishing electricity to Tenant, this Lease shall continue in full
force and effect and shall be unaffected thereby, except only that from and
after the effective date of such discontinuance, Landlord shall not be obligated
to furnish electricity to Tenant. If Landlord so discontinues furnishing
electricity to Tenant, Tenant shall arrange to


                                       53
<PAGE>

obtain electricity directly from the public utility or other company servicing
the Building. Such electricity may be furnished to Tenant by means of the then
existing electrical facilities serving the Premises to the extent that 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, of substantially the same
quantity, quality and character, shall be installed by Landlord at Tenant's sole
cost and expense. Landlord shall not voluntarily discontinue furnishing
electricity to Tenant until Tenant is able to receive electricity directly from
the public utility or other company servicing the Building.

            (iv) Landlord shall not be liable to Tenant in any way for any
interruption, curtailment or failure or defect in the supply or character of
electricity furnished to the Premises by reason of any requirement, act or
omission of Landlord or of any public utility or other company servicing the
Building with electricity or for any other reason except Landlord's negligence
or willful misconduct.

            (v) In the event that the submeter to be installed in the Premises
in accordance with the provisions of Subsection H(i) of this Article 29 is not
installed, activated and fully operational on or before the Commencement Date
(and irrespective of whether or not Rent shall be payable for such period),
Tenant will pay, monthly, as additional rent the sum of $1,374.00 (the "Interim
Electrical Charge") on the Commencement Date and on the first day of each
calendar month thereafter until such time as the submeter is installed,
activated and fully operational. If the Commencement Date occurs on a date other
than the first day of a calendar month, the Interim Electrical Charge for such
month shall be an amount equal to such proportion of the Interim Electrical
Charge as the number of days from and including the Commencement Date to the
last day of the calendar month in which the Commencement Date occurs bears to
the total number of days in such calendar month. If the first day that the
electrical submeter becomes activated and fully operational occurs on a date
other than the first day of a calendar month, the Tenant shall pay for such
month an amount equal to such proportion of the Interim Electrical Charge as the
number of days from the beginning of such calendar month through and including
the date that such electrical submeter becomes operational bears to the total
number of days in such calendar month plus the cost of electricity as determined
by the submeter, for the remainder of such month.

      I. Interruption of Services. Landlord reserves the right to stop service
of the heating system and all other Building systems during any period of a
violation or breach by Tenant of the provisions of this Lease and to stop the
service of the heating system or the elevator, electrical, plumbing or other
mechanical systems or


                                       54
<PAGE>

facilities in the Building when necessary, by reason of accident or emergency,
or for repairs, additions, alterations, replacements, decorations or
improvements in the judgment of Landlord desirable or necessary to be made,
until said repairs, alterations, replacements or improvements shall have been
completed. Landlord shall have no responsibility or liability for interruption,
curtailment or failure to supply cooled or outside air, heat, elevator, plumbing
or electricity when prevented by exercising its right to stop service or by
strikes, labor troubles or accidents or by any cause whatsoever reasonably
beyond Landlord's control, or by failure of independent contractors to perform
or by laws, orders, rules or regulations of any federal, state, county or
municipal authority, or failure of suitable fuel supply, or inability by
exercise of reasonable diligence to obtain suitable fuel or by reason of
governmental preemption in connection with a National Emergency or by reason of
the conditions of supply and demand which have been or are affected by war or
other emergency. Tenant acknowledges that the air-cooling system serving the
Premises may contain freon or other chlorofluorocarbons (CFC's) and that future
federal, state or city regulations may require the removal of CFC's as well as
the alteration or replacement of equipment utilizing CFC's. In connection
therewith (i) Landlord reserves the right to stop service of the air-cooling
system or any other mechanical systems containing CFC's for such duration as may
be necessary to convert any such systems to eliminate the use of CFC's and (ii)
to enter upon the Premises, as necessary to install replacement equipment within
the Premises required by any such change. 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 Rent, 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.

30. PARTNERSHIP TENANT.

      A. Partnership Tenants. If Tenant is a partnership (or is comprised of two
(2) or more persons, individually and as co-partners of a partnership) or if
Tenant's interest in this Lease shall be assigned to a partnership (or to two
(2) or more persons, individually and as co-partners of a partnership) pursuant
to Article 12 (any such partnership and such persons are referred to in this
Article 30 as a "Partnership Tenant"), the following provisions of this Article
30 shall apply to such Partnership Tenant: (i) the liability of each of the
parties comprising a Partnership Tenant shall be joint and several, and (ii)
each of the parties comprising a Partnership Tenant hereby consents in advance
to, and agrees to be bound by, any written instrument which may hereafter be
executed, changing, modifying or discharging this Lease, in whole or in part, or
surrendering all or any part of the


                                       55
<PAGE>

Premises to Landlord, and by any notices, demands, requests or other
communications which may hereafter be given by a Partnership Tenant or by any of
the parties comprising a Partnership Tenant, and (iii) any bills, statements,
notices, demands, requests or other communications given or rendered to a
Partnership Tenant and to all such parties shall be binding upon a Partnership
Tenant and all such parties, and (iv) if a Partnership Tenant shall admit new
partners, all of such new partners shall, by their admission to a Partnership
Tenant, be deemed to have assumed performance of all of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed, and (v)
a Partnership Tenant shall give prompt notice to Landlord of the admission of
any such new partners, and upon demand of Landlord, shall cause each such new
partner to execute and deliver to Landlord an agreement in form satisfactory to
Landlord, wherein each such new partner shall assume performance of all the
terms, covenants and conditions of this Lease on Tenant's part to be observed
and performed (but neither Landlord's failure to request any such agreement nor
the failure of any such new partner to execute or deliver any such agreement to
Landlord shall vitiate the provisions of subdivision (iv) of subsection A of
this Article 30).

      B. Limited Liability Entity. Notwithstanding anything to the contrary
contained herein, if Tenant is a limited or general partnership (or is comprised
of two (2) or more persons, individually or as co-partners), the change or
conversion of Tenant to (i) a limited liability company, (ii) a limited
liability partnership, or (iii) any other entity which possesses the
characteristics of limited liability (any such limited liability company,
limited liability partnership or entity is collectively referred to as a
"Limited Liability Successor Entity"), shall be prohibited unless the prior
written consent of Landlord is obtained, which consent may be withheld in
Landlord's sole discretion. Notwithstanding the foregoing, Landlord agrees not
to unreasonably withhold or delay such consent provided that:

            (a) The Limited Liability Successor Entity succeeds to all or
substantially all of Tenant's business and assets;

            (b) The Limited Liability Successor Entity shall have a net worth,
determined in accordance with generally accepted accounting principles,
consistently applied, of not less than the greater of the net worth of Tenant on
(1) the date of execution of this Lease, or (2) the day immediately preceding
the proposed effective date of such conversion;

            (c) Tenant is not in default of any of the terms, covenants or
conditions of this Lease on the proposed effective date of such conversion;


                                       56
<PAGE>

            (d) Tenant shall cause each partner of Tenant to execute and deliver
to Landlord an agreement, in form and substance satisfactory to Landlord,
wherein each such partner agrees to remain personally liable for all of the
terms, covenants and conditions of this Lease that are to be observed and
performed by the Limited Liability Successor Entity; and

            (e) Tenant shall reimburse Landlord within ten (10) business days
following demand by Landlord for any and all reasonable costs and expenses that
may be incurred by Landlord in connection with said conversion of Tenant to a
Limited Liability Successor Entity, including, without limitation, any
attorney's fees and disbursements.

31. VAULT SPACE. Any vaults, vault space or other space outside the boundaries
of the Real Property, notwithstanding anything contained in this Lease or
indicated on any sketch, blueprint or plan 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
is 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 Federal, State or Municipal 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 rent, 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 shall
be paid by Tenant.

32. SECURITY DEPOSIT.

      A. Deposit of Security. Tenant shall deposit with Landlord on the signing
of this Lease the Security Deposit (as defined in Article 1 of this Lease) as
security for the faithful performance and observance by Tenant of the terms,
conditions and provisions of this Lease, including without limitation the
surrender of possession of the Premises to Landlord herein provided. It is
agreed that in the event Tenant defaults in respect of any of the terms,
provisions and conditions of this Lease, including, but not limited to, the
payment of Rent and additional rent, Landlord may apply or retain the whole or
any part of the Security Deposit so deposited to the extent required for the
payment of any Rent and additional rent or any other sum as to which Tenant is
in default or for any sum which Landlord may expend or may be required to expend
by reason of Tenant's default in respect of any of the terms,


                                       57
<PAGE>

covenants and conditions of this Lease, including but not limited to, any
damages or deficiency in the reletting of the Premises, whether such damages or
deficiency accrue or accrues before or after summary proceedings or other
reentry by Landlord. If Landlord applies or retains any part of the Security
Deposit so deposited, Tenant, within three (3) days' after notice from Landlord,
shall deposit with Landlord the amount so applied or retained so that Landlord
shall have the full Security Deposit on hand at all times during the Term. The
failure by Tenant to deposit such additional amount within the foregoing time
period shall be deemed a material default pursuant to Article 17 of this Lease.
If Tenant shall fully and faithfully comply with all of the terms, provisions,
covenants and conditions of this Lease, the security shall be returned to Tenant
after the Expiration Date and after delivery of the entire possession of the
Premises to Landlord. In the event of a sale of the Real Property or the
Building or leasing of the Building, Landlord shall have the right to transfer
the Security Deposit to the vendee or lessee and Landlord shall thereupon be
released by Tenant from all liability for the return of the Security Deposit;
and Tenant agrees to look solely to the new Landlord for the return of the
Security Deposit; and it is agreed that the provisions hereof shall apply to
every transfer or assignment made of the Security Deposit to a new Landlord.
Tenant further covenants that it will not assign or encumber or attempt to
assign or encumber the Security Deposit and that neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.

      B. Reduction in Security Deposit. Provided this Lease shall be in full
force and effect and Tenant shall not be in default hereunder and Tenant shall
have made payments of Rent and additional rent in a timely fashion for five (5)
years following the Rent Commencement Date, the Security Deposit (which shall
have been increased pursuant to Article 39 of this Lease) shall be subsequently
reduced to $116,000.00 on the first day of the month in which the fifth (5th)
anniversary of the Rent Commencement Date shall occur.

      C. Review of Security Deposit. Notwithstanding anything to the contrary
contained herein, Tenant may submit current financial statements to Landlord
from time to time during the Term and if Landlord shall determine, following its
review of such financials, that the Security Deposit is greater than necessary,
then Landlord may reduce the amount of the Security Deposit.

33. 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.


                                       58
<PAGE>

34. ADDITIONAL DEFINITIONS.

      A. The term "office" or "offices", wherever used in this Lease, shall not
be construed to mean premises used as a store or stores, for the sale or
display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, barber shop, or for other
similar purposes or for manufacturing.

      B. The words "reenter" and "reentry" as used in this Lease are not
restricted to their technical legal meaning.

      C. The term "rent" as used in this Lease shall mean and be deemed to
include Rent, any increases in Rent, all additional rent and any other sums
payable hereunder.

      D. The term "business days" as used in this Lease shall exclude Saturdays,
Sundays and all days observed by the State or Federal Government as legal
holidays and union holidays for those unions that materially affect the delivery
of services in the Building.

35. 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 heirs, distributees, executors, administrators, successors, and,
except as otherwise provided in this Lease, their assigns.

36. BROKER. Tenant represents and warrants that Tenant has dealt directly with
(and only with), the Broker (as defined in Article 1 herein) as broker in
connection with this Lease, and that insofar as Tenant knows no other broker
negotiated this Lease or is entitled to any commission in connection therewith,
and the execution and delivery of this Lease by Landlord shall be conclusive
evidence that Landlord has relied upon the foregoing representation and
warranty.

37. INDEMNITY. Tenant shall not do or permit any act or thing to be done upon
the Premises which may subject Landlord to any liability or responsibility for
injury, damages to persons or property or to any liability by reason of any
violation of law or of any legal requirement of public authority, but shall
exercise such control over the Premises as to fully protect Landlord against any
such liability. Tenant agrees to indemnify and save harmless Landlord from and
against (i) all claims of whatever nature against Landlord arising from any act,
omission or negligence of Tenant, its


                                       59
<PAGE>

contractors, licensees, agents, servants, employees, invitees or visitors,
including any claims arising from any act, omission or negligence of Landlord or
Landlord and Tenant, (ii) all claims against Landlord arising from any 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, (iii) all claims
against Landlord arising from any accident, injury or damage to any person,
entity or property, 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 or omission of Tenant or Tenant's agents,
employees, invitees or visitors, including any claims arising from any act,
omission or negligence of Landlord or Landlord and Tenant, and (iv) any breach,
violation or nonperformance 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 and (v) any claim, loss or liability arising or claimed
to arise from Tenant, or any of Tenant's contractors, licensees, agents,
servants, employees, invitees or visitors causing or permitting any Hazardous
Substance to be brought upon, kept or used in or about the Premises or the Real
Property or any seepage, escape or release of such Hazardous Substances. As used
herein and in all other provisions in this Lease containing indemnities made for
the benefit of Landlord, the term "Landlord" shall mean SL Green Operating
Partnership, L.P. and SL Green Management LLC and their respective parent
companies and/or corporations, their respective controlled, associated,
affiliated and subsidiary companies and/or corporations and their respective
members, officers, partners, agents, consultants, servants, employees,
successors and assigns. 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 incurred in or in connection with any such
claim or proceeding brought thereon, and the defense thereof.

38. ADJACENT EXCAVATION SHORING. If an excavation shall be made upon land
adjacent to the Premises, or shall be authorized to be made, Tenant shall afford
to the person causing or authorized to cause such excavation, license to enter
upon the 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 Rent.

39. ADDITIONAL SPACE.

      A. The Subleased Premises. Pursuant to that certain sublease dated as of
August 21, 1996 between KBC of America, Inc., as sublessor, and Prospectus Plus,
Inc., as sublessee, which sublease was assigned to Tenant pursuant to that


                                       60
<PAGE>

certain assignment dated as of December 17, 1996 between Prospectus Plus, Inc.,
as assignor, and Tenant, as assignee (collectively, the "Sublease"), Tenant is
currently occupying certain additional space on floor 12A of the Building which
is adjacent to the Premises (the "Subleased Premises"). For a term commencing on
July 30, 2000 or upon such earlier date that the Sublease shall terminate (such
earlier date is hereinafter referred to as the "Adjustment Date"), the following
additional space in the Building shall be added to and included in the Premises,
to wit:

            a portion of floor 12A of the Building substantially as shown
            hatched on the floor plan annexed hereto as Exhibit 2 and made a
            part hereof (the "Subleased Premises"),

so that the term "Premises" as defined in this Lease shall mean collectively the
Premises and the Subleased Premises. Effective as of the Adjustment Date,
Landlord shall lease to Tenant, and Tenant shall hire from Landlord, the
Subleased Premises, subject and subordinate to all superior leases and superior
mortgages as provided in this Lease and upon and subject to all the covenants,
agreements, terms and conditions of this Lease.

      B. Condition of the Subleased Premises. Tenant is currently in possession
of the Subleased Premises and agrees to accept possession of the Subleased
Premises in the condition which shall exist on the Adjustment Date "as is", and
further agrees that Landlord shall have no obligation to perform any work or
make any installations in order to prepare the Subleased Premises for Tenant's
occupancy except as expressly set forth in Exhibit B annexed hereto. The taking
of possession of the Subleased Premises by Tenant shall be conclusive evidence
as against Tenant that, at the time such possession was so taken, the Subleased
Premises and the Building were in good and satisfactory condition.

      C. Modifications to Lease. Effective as of the Adjustment Date, this Lease
shall be modified as follows:

            (a) Subsection C(iii) of Article 1 of the Lease shall be deleted in
its entirety and the following shall be inserted in lieu thereof:

                   "Rent" shall mean:

            (i) for the period commencing on the Adjustment Date through and
            including the day immediately preceding the date on which the third
            (3rd) anniversary of the


                                       61
<PAGE>

            Commencement Date shall occur, Three Hundred Forty-Eight Thousand
            and 00/100 ($348,000.00) Dollars per annum, payable in equal monthly
            installments of Twenty-Nine Thousand and 00/100 ($29,000.00)
            Dollars each;

            (ii) for the period commencing on the third (3rd) anniversary of the
            Commencement Date through and including the day immediately
            preceding the date on which the seventh (7th) anniversary of the
            Commencement Date shall occur, Three Hundred Sixty-Eight Thousand
            Eight Hundred Eighty and 00/100 ($368,880.00) Dollars per annum,
            payable in equal monthly installments of Thirty Thousand Seven
            Hundred Forty and 00/100 ($30,740.00) Dollars each; and

            (iii) for the period commencing on the seventh (7th) anniversary of
            the Commencement Date through and including the Expiration Date,
            Three Hundred Eighty-Nine Thousand Seven Hundred Sixty and 00/100
            ($389,760.00) Dollars per annum, payable in equal monthly
            installments of Thirty-Two Thousand Four Hundred Eighty and 00/100
            ($32,480.00) Dollars each.

            (b) Tenant's Proportionate Share set forth in subsection B(viii) of
Article 1 of this Lease shall be increased to two and seventy-seven hundredths
percent (2.77%).

            (c) The Labor Rate Factor set forth in subsection B(x) of Article 1
of this Lease shall be increased to 13,920.

            (d) The Security Deposit shall be increased to $174,000.00.

40. MISCELLANEOUS.

      A. No Offer. This Lease is offered for signature by Tenant and it is
understood that this Lease shall not be binding upon Landlord unless and until
Landlord shall have executed and delivered a fully executed copy of this Lease
to Tenant.

      B. Signatories. If more than one person executes this Lease as Tenant,
each of them understands and hereby agrees that the obligations of each of them


                                       62
<PAGE>

under this Lease are and shall be joint and several, that the term "Tenant" as
used in this Lease shall mean and include each of them jointly and severally and
that the act of or notice from, or notice or refund to, or the signature of, any
one or more of them, with respect to the tenancy and/or this Lease, including,
but not limited to, any renewal, extension, expiration, termination or
modification of this Lease, shall be binding upon each and all of the persons
executing this Lease as Tenant with the same force and effect as if each and all
of them had so acted or so given or received such notice or refund or so signed.

      C. Certificates. From time to time, within seven (7) days next following
request by Landlord or the mortgagee of a Mortgage, Tenant shall deliver to
Landlord or such mortgagee, as the case may be, a written statement executed and
acknowledged by Tenant, in form satisfactory to Landlord or such mortgagee, (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 Rent, additional rent and other charges hereunder have
been paid, together with the amount of fixed base monthly Rent then payable,
(iii) stating whether or not, to the best knowledge of Tenant, Landlord is in
default under this Lease, and, if Landlord is in default, setting forth the
specific nature of all such defaults, (iv) stating the amount of the security
deposit under this Lease, (v) stating whether there are any subleases affecting
the Premises, (vi) stating the address of Tenant to which all notices and
communications under the Lease shall be sent, the Commencement Date and the
Expiration Date, and (vii) as to any other matters requested by Landlord or such
mortgagee. Tenant acknowledges that any statement delivered pursuant to this
subsection C 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 of a Mortgage, or by any assignee of any
mortgagee of a Mortgage, or by any lessor under any Superior Lease.

      D. Directory Listings. Landlord agrees to provide Tenant, at Landlord's
sole cost and expense, with a single listing of Tenant's name on the directory
in the lobby of the Building. Upon written request by Tenant, Landlord agrees to
provide Tenant with additional listings on such directory, at Tenant's sole cost
and expense, provided Tenant shall be limited to a number of listings determined
by multiplying Tenant's Proportionate Share by the total number of spaces for
listings on such directory.

      E. Authority. If Tenant is a corporation or partnership, each individual
executing this Lease on behalf of Tenant hereby represents and warrants that
Tenant is a duly formed and validly existing entity qualified to do business in
the State of New York and that Tenant has full right and authority to execute
and


                                       63
<PAGE>

deliver this Lease and that each person signing on behalf of Tenant is
authorized to do so.

      F. Signage. Tenant shall not exhibit, inscribe, paint or affix any sign,
advertisement, notice or other lettering on any portion of the Building or the
outside of the Premises without the prior written consent of Landlord in each
instance. A plan of all signage or other lettering proposed to be exhibited,
inscribed, painted or affixed shall be prepared by Tenant in conformity with
building standard signage requirements and submitted to Landlord for Landlord's
consent. If the proposed signage is acceptable to Landlord, Landlord shall
approve such signage or other lettering by written notice to Tenant. All signage
or other lettering which has been approved by Landlord shall thereafter be
installed by Landlord at Tenant's sole cost and expense. Payment of all charges
therefor shall be deemed additional rent hereunder. In the event Landlord
requires payment in advance for the installation of any such signage or other
lettering, no installation shall be commenced by Landlord until Landlord has
received payment in full.

      Upon installation of any such signage or other lettering, such signage or
lettering shall not be removed, changed or otherwise modified in any way without
Landlord's prior written approval. The removal, change or modification of any
signage or other lettering theretofore installed shall be performed solely by
Landlord at Tenant's sole cost and expense. Tenant shall not exhibit, inscribe,
paint or affix on any part of the Premises or the Building visible to the
general public any signage or lettering including the words "temporary" or
"personnel".

      Any signage, advertisement, notice or other lettering which shall be
exhibited, inscribed, painted or affixed by or on behalf of Tenant in violation
of the provisions of this section may be removed by Landlord and the cost of any
such removal shall be paid by Tenant as additional rent.

      G. Consents and Approvals. Wherever in this Lease Landlord's consent or
approval is required, if Landlord shall delay or refuse such consent or
approval, Tenant in no event shall be entitled to make, nor shall Tenant make,
any claim, and Tenant hereby waives any claim for money damages (nor shall
Tenant claim any money damages by way of set-off, counterclaim or defense) based
upon any claim or assertion by Tenant that Landlord unreasonably withheld or
unreasonably delayed its consent or approval. Tenant's sole remedy shall be an
action or proceeding to enforce any such provision, for specific performance,
injunction or


                                       64
<PAGE>

declaratory judgment.

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

SL GREEN OPERATING PARTNERSHIP, L.P., Landlord

       By: SL Green Realty Corp., its general partner


           By: /s/ Benjamin P. Feldman
               -------------------------------------------
           Name: Benjamin P. Feldman
                 -----------------------------------------
           Title: EVP
                  ----------------------------------------

INTRALINKS, INC., Tenant

           By: /s/ John Muldoon
               -------------------------------------------
           Name: JOHN MULDOON
                 -----------------------------------------
           Title: CHIEF FINANCIAL OFFICER
                  ----------------------------------------

         13-3899047
---------------------------------
Tenant's Tax I.D. Number


                                       65
<PAGE>

                                    EXHIBIT 1

                             Floor Plan of Premises
<PAGE>

                                    EXHIBIT 2

                        Floor Plan of Subleased Premises
<PAGE>

                                   SCHEDULE A

                              RULES AND REGULATIONS

I.       The rights of each tenant in the Building to the entrances, corridors
         and elevators of the Building are limited to ingress to and egress from
         such tenant's premises and no tenant shall use, or permit the use of
         the entrances, corridors, or elevators for any other purpose. No tenant
         shall invite to its premises, or permit the visit of persons in such
         numbers or under such conditions as to interfere with the use and
         enjoyment of any of the plazas, entrances, corridors, elevators and
         other facilities of the Building by other tenants. No tenant shall
         encumber or obstruct, or permit the encumbrances or obstruction of any
         of the sidewalks, plazas, entrances, corridors, elevators, fire exits
         or stairways of the Building. Landlord reserves the right to control
         and operate the public portions of the Building, the public facilities,
         as well as facilities furnished for the common use of the tenants, in
         such manner as Landlord deems best for the benefit of the tenants
         generally.

II.      Landlord may refuse admission to the Building outside of ordinary
         business hours to any person not known to the watchman in charge or not
         having a pass issued by Landlord or not properly identified, and may
         require all persons admitted to or leaving the Building outside of
         ordinary business hours to register. Tenants' employees, agents and
         visitors shall be permitted to enter and leave the Building whenever
         appropriate arrangements have been previously made between Landlord and
         the tenant with respect thereto. Each tenant shall be responsible for
         all persons for whom it requests such permission and shall be liable to
         Landlord for all acts of such persons. Any person whose presence in the
         Building at any time shall, in the judgment of Landlord, be prejudicial
         to the safety, character, reputation or interests of the Building or
         its tenants may be denied access to the Building or may be ejected
         therefrom. In ease of invasion, riot, public excitement or other
         commotion Landlord may prevent all access to the Building during the
         continuance of the same, by closing the doors or otherwise, for the
         safety of the tenants and protection of property in the Building.
         Landlord may require any person leaving the Building with any package
         or other object to exhibit a pass from the tenant from whose premises
         the package or object is being removed, but the establishment and
         enforcement of such requirement shall not impose any responsibility on
         Landlord for the protection of any tenant against the removal of
<PAGE>

         property from the premises of tenant. Landlord shall, in no way, be
         liable to any tenant for damages or loss arising from the admission,
         exclusion or ejection of any person to or from a tenant's premises or
         the Building under the provisions of this rule.

III.     No tenant shall obtain or accept for use in its premises ice, drinking
         water, towels, barbering, boot blacking, floor polishing, lighting
         maintenance, cleaning or other similar services from any persons not
         authorized by Landlord in writing to furnish such services. Such
         services shall be furnished only at such hours, in such places within
         the tenant's premises and under such regulation as may be fixed by
         Landlord.

IV.      No window or other air-conditioning units shall be installed by any
         tenant, and only such window coverings as are supplied or permitted by
         Landlord shall be used in a tenant's premises.

V.       There shall not be used in any space, nor in the public halls of the
         Building, either by any tenant or by jobbers, or other in the delivery
         or receipt of merchandise, any hand trucks, except those equipped with
         rubber tires and side guards.

VI.      All entrance doors in each tenant's premises shall be left locked when
         the tenant's premises are not in use. Entrance doors shall not be left
         open at any time. All windows in each tenant's premises shall be kept
         closed at all times and all blinds therein above the ground floor shall
         be lowered when and as reasonably required because of the position of
         the sun, during the operation of the Building air-conditioning system
         to cool or ventilate the tenant's premises.

VII.     No noise, including the playing of any musical instruments, radio or
         television, which, in the judgment of Landlord, might disturb other
         tenants in the Building, shall be made or permitted by any tenant. No
         dangerous, inflammable, combustible or explosive object, material or
         fluid shall be brought into the Building by any tenant or with the
         permission of any tenant.

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


                                       A-2
<PAGE>

IX.      Each tenant shall be required to use Landlord's designated locksmith
         and may only install such locks and other security devices as Landlord
         approves. Each tenant shall furnish Landlord with keys to its
         respective premises so that Landlord may have access thereto for the
         purposes set forth in the Lease. No additional locks or bolts of any
         kind shall be placed upon any of the doors or windows in any tenant's
         premises and no lock on any door therein shall be changed or altered in
         any respect without Landlord's approval. Duplicate keys for a tenant's
         premises and toilet rooms shall be procured only from Landlord, which
         may make a reasonable charge therefore. Upon the termination of a
         tenant's lease, all keys of the tenant's premises and toilet rooms
         shall be delivered to Landlord.

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

XI.      No tenant shall install or permit to be installed any vending machines.

XII.     No animals or birds, bicycles, mopeds or vehicles of any kind shall be
         kept in or about the Building or permitted therein.

XIII.    No furniture, office equipment, packages or merchandise will be
         received in the Building or carried up or down in the elevator, except
         between such hours as shall be designated by Landlord. Landlord shall
         prescribe the charge for freight elevator use and the method and manner
         in which any merchandise, heavy furniture, equipment or safes shall be
         brought in or taken out of the Building, and also the hours at which
         such moving shall be done. No furniture, office equipment, merchandise,
         large packages or parcels shall be moved or transported in the
         passenger elevators at any time.

XIV.     All electrical fixtures hung in offices or spaces along the perimeter
         of any tenant's Premises must be fluorescent, of a quality, type,
         design and bulb color approved by Landlord unless the prior consent of
         Landlord has been obtained for other lamping.

XV.      The exterior windows and doors that reflect or admit light and air into
         any premises or the halls, passageways or other public places in the
         Building, shall not be covered or obstructed by any tenant.


                                       A-3
<PAGE>

XVI.     Canvassing, soliciting and peddling in the Building is prohibited and
         each tenant shall cooperate to prevent same.

XVII.    No tenant shall do any cooking, conduct any restaurant, luncheonette or
         cafeteria for the sale or service of food or beverages to its employees
         or to others, except as expressly approved in writing by Landlord. In
         addition, no tenant shall cause or permit any odors of cooking or other
         processes or any unusual or objectionable odors to emanate from the
         premises. The foregoing shall not preclude tenant from having food or
         beverages delivered to the premises, provided that no cooking or food
         preparation shall be carried out at the premises.

XVIII.   No tenant shall generate, store, handle, discharge or otherwise deal
         with any hazardous or toxic waste, substance or material or oil or
         pesticide on or about the Real Property.


                                       A-4
<PAGE>

                                  SCHEDULE B

                         TENANT'S INITIAL ALTERATION

      I. Tenant shall perform or cause the performance of Alterations in and to
the Premises to prepare same for Tenant's initial occupancy thereof ("Tenant's
Initial Alteration"). All Alterations to be performed by Tenant shall be, at a
minimum, of a quality and standard equivalent to the standards for construction
set by Landlord, from time to time, for the Building, and shall be subject to
the prior approval of Landlord as set forth in Article 3 hereof. Tenant shall
submit to Landlord or, at Landlord's direction, Landlord's Consultant, complete
and detailed architectural, mechanical and engineering plans and specifications
prepared by an architect or engineer licensed in the State of New York and
reasonably approved by Landlord, which plans and specifications shall be stamped
and certified by such architect or engineer, showing Tenant's Initial
Alteration, which plans and specifications shall be prepared by Tenant, at
Tenant's own cost and expense. Tenant's plans and specifications shall include
all information necessary to reflect Tenant's requirements for the design and
installation of any supplemental air-cooling equipment, ductwork, heating,
electrical, plumbing and other mechanical systems and all work necessary to
connect any non-standard facilities to the Building's base mechanical,
electrical and structural systems. Tenant's submission shall include not less
than three (3) sets of sepias and five (5) sets of black and white prints.

      II. Tenant shall not perform work which would (a) require changes to
structural components of the Building or the exterior design of the Building,
(b) require any material modification to the Building's mechanical installations
or other Building installations outside the Premises, (c) not be in compliance
with all applicable laws, rules, regulations and requirements of any
governmental department having jurisdiction over the Building and/or the
construction of the Premises, including but not limited to, the Americans with
Disabilities Act of 1990, or (d) be incompatible with the certificate of
Occupancy for the Building. Any changes required by any governmental department
affecting the construction of the Premises shall be performed at Tenant's sole
cost.

      III. At the time that Tenant submits its plans and specifications to
Landlord for Landlord's approval, such plans and specifications must be
transmitted to Landlord with a cover letter specifically stating that "the
enclosed plans and specifications are being transmitted to Landlord for its
review and approval pursuant to the terms of the Lease." Landlord or Landlord's
Consultant shall
<PAGE>

respond to Tenant's request for approval of any plans and specifications
described in subsection A above within ten (10) business days following the
submission of such plans and specifications prepared in accordance with the
terms hereof. In the event Landlord or Landlord's Consultant shall disapprove of
all or a portion of any of Tenant's plans and specifications, such disapproval
shall be set forth in writing and shall include the reasons therefor in
reasonable detail, in which event Tenant shall revise such plans and
specifications and resubmit same to Landlord within five (5) business days
thereafter, time being of the essence. Landlord or Landlord's Consultant shall
respond to Tenant's request for consent of any such revised plans within five
(5) business days following resubmission. The approval of plans and
specifications by Landlord or Landlord's Consultant (hereinafter referred to as
the "Final Plans") together with Tenant's satisfactory compliance with the
requirements set forth in items (1) through (4) of Schedule D annexed hereto,
shall be deemed an authorization for Tenant to proceed with Tenant's Initial
Alteration, which shall be performed in accordance with the provisions of
Article 3 and Schedule C of this Lease. Tenant shall reimburse Landlord for any
reasonable fees of Landlord's Consultant incurred in connection with Tenant's
Initial Alteration. Neither the recommendation or designation of an architect or
engineer nor the approval of the final plans and specifications by Landlord or
Landlord's Consultant shall be deemed to create any liability on the part of
Landlord with respect to the design or specifications set forth in the Final
Plans.

IV. Landlord agrees to reimburse Tenant for the cost of Tenant's Initial
Alteration, as approved by Landlord or Landlord's Consultant and made by Tenant
within six (6) months of the Commencement-Date to the extent of the lesser of
(i) $122,072.00 or (ii) the actual cost to Tenant for Tenant's Initial
Alteration ("Landlord's Contribution"). Provided this Lease is in full force and
effect and Tenant is not in default hereunder, Landlord's Contribution shall be
paid by progress payments as follows: on or before the first (1st) day of each
calendar month, Tenant may submit to each of Landlord and Landlord's Consultant
an application and certificate for payment (standard AIA Form G702) for that
portion of Tenant's Initial Alteration previously completed, which application
and certificate for payment must be accompanied by (a) all information and
documents required thereunder and (b) a partial lien waiver executed by the
general contractor (the "General Contractor") and its subcontractors employed in
connection with Tenant's Initial Alteration covering work previously paid for
out of prior progress payments. Provided Landlord's architect verifies in
writing that the work described in any such application and certificate for
payment has been completed in accordance with the Final Plans, Landlord, on or
about the thirtieth (30th) day of such calendar month shall remit to Tenant
ninety percent (90%) of the amount so requisitioned by Tenant or such other
amount as is approved by Landlord, based on the portion of Tenant's Initial
Alteration which has been completed, with ten (10%) percent to be


                                       B-2
<PAGE>

retained until final payment of Landlord's Contribution is due pursuant to the
terms of this Subsection IV. Provided this Lease is in full force and effect and
Tenant is not in default hereunder, Landlord shall pay the balance of Landlord's
Contribution to Tenant within thirty (30) days of submission by Tenant of (a)
paid receipts (or such other proof of payment as Landlord shall reasonably
require) for work done in connection with Tenant's Initial Alteration, (b) a
written statement from Tenant's architect or engineer that the work described on
any such invoices has been completed in accordance with the Final Plans, (c) a
lien waiver executed by the general contractor employed by Tenant in connection
with Tenant's Initial Alteration, (d) proof reasonably satisfactory to Landlord
that Tenant has complied with all of the conditions set forth in this Schedule B
(as applicable), which shall include, without limitation, submission of all of
the items described on Schedule D annexed hereto and made a part hereof and (e)
two (2) complete sets of "as-built" Final Plans.


                                       B-3
<PAGE>

                                  SCHEDULE C

                               REQUIREMENTS FOR
                       "CERTIFICATES OF FINAL APPROVAL"

1.     All required Building Department Forms must be properly filled out and
       completed by the approved architect/engineer of record or Building
       Department expediter, as required.

2.     All forms are to be submitted to the Landlord for the owner's review and
       signature prior to submission of final plans and forms to the New York
       City Building Department, as required.

3.     All pertinent forms and filed plans are to be stamped and sealed by a
       licensed architect and/or professional engineer, as required. All
       controlled inspections are to be performed by the architect/engineer of
       record unless approved otherwise by the Landlord.

4.     A copy of all approved forms, permits and approved Building Department
       plans (stamped and signed by the New York City Building Department) are
       to be submitted to the building office prior to start of work.

5.     Copies of all completed inspection reports and Building Department
       Sign-offs are to be submitted to the building office immediately
       following completion of construction, as required.

6.     All claims, violations or discrepancies with improperly filed plans,
       applications, or improperly completed work shall become the sole
       responsibility of the applicant to resolve, as required.

7.     All changes to previously approved plans and applications must be filed
       under an amended application, as required. The Landlord reserves the
       right to withhold approvals to proceed with changes until associated
       plans are properly filed with the New York City Building Department, as
       required.

8.     The architect/engineer of record accepts full responsibility for any and
       all discrepancies or violations which arise out of non-compliance with
       all local laws and building codes having jurisdiction over the work.

9.     The Landlord reserves the right to reject any and all work requests and
       new work applications that are not properly filed or accompanied by
       approved plans and building permits.
<PAGE>

10.    All ACP's and asbestos inspections must be conducted by a licensed and
       fully qualified asbestos inspection agency approved by the Landlord.

       Checklist of "Certificates of Final Approval" required to be furnished by
Tenant pursuant to Article 3 (Alterations) of Lease.

             These forms must be furnished by the Architect/ Engineer of record
or Building Department expediter (filing agency) and approved by the Landlord
prior to submitting all plans and forms to the New York City Building Department
for final approval.

             These forms must be furnished in order for Tenant to receive
"Landlord's Contribution."

          Form        Description
          ----        -----------

______ *  PW-1        Building Notice Application (Plan work
                      approval application)

______ *  PW-1B       Plumbing/Mechanical Equipment
                      Application and Inspection Report

______ *  PW-1        Statement Form B

______ *  TR-1        Amendment Controlled Inspection
                      Report

______ *  TR-1        Amendment Controlled Inspection
                      Report

______ *  PW-2        Building Permit Form (All Disciplines)

______ *  B Form 708  Building Permit "Card"

______ *  TR-1        Certification of Completed Inspection and
                      Certified Completion Letter by
                      Architect/Engineer of record or Building
                      Department expediter

______ *  PW-3        Cost Affidavit Form

______ *  PW-4        Equipment Use Application Form


                                       C-2
<PAGE>

______ *  PW-6        Revised Certificate of Occupancy for change
                      in use (if applicable)

______    Form ACP7   New York City Department of
             or       Environmental Protection Asbestos
          Form ACP5   Inspection Report as prepared by a licensed
                      and approved asbestos inspection agency

                      Building Department Equipment Use Permits
                      for all new HVAC equipment installed under
                      this application

                      Revised Certificate of Occupancy for change
                      in use (if applicable)

*      These items must be perforated (with the date and New York City Building
       Department Stamp) to signify New York City Building Department Approval.
       All forms must bear proper approvals and sign-offs prior to authorization
       given by the Landlord to proceed with the work.


                                       C-3
<PAGE>

                                  SCHEDULE D

                 TENANT ALTERATION WORK AND NEW CONSTRUCTION
                         CONDITIONS AND REQUIREMENTS

1.     No Alterations are permitted to commence until original Certificates of
       Insurance required from Tenant's general contractor (the "General
       Contractor") and all subcontractors complying with the attached
       requirements are on file with the Building office.

2.     All New York City Building Department applications with assigned BN# and
       permits must be on file with the Building office prior to starting work.
       A copy of the building permit must also be posted on the job site by the
       General Contractor. The General Contractor shall make all arrangements
       with Landlord's expediter for final inspections and sign-offs prior to
       substantial completion.

3.     The General Contractor shall comply with all Federal, State and local
       laws, building codes, OSHA requirements, and all laws having jurisdiction
       over the performance and handling of the Alterations.

4.     The existing "Class E" fire alarm system (including all wiring and
       controls), if any, must be maintained at all times. Any additions or
       alterations to the existing system shall be coordinated with the Building
       office as required. All final tie-in work is to be performed by
       Landlord's fire alarm vendor and coordinated by the General Contractor.
       All costs for the tie-ins are reimbursable to Landlord by Tenant.

5.     All wood used, whether temporary or not, such as blocking, form work,
       doors, frames, etc. shall be fire rated in accordance with the New York
       City Building and Fire Code requirements governing this work.

6.     Building standby personnel (i.e. Building operating engineer and/or
       elevator operator), required for all construction will be at Landlord's
       discretion. Freight elevators used for overtime deliveries must be
       scheduled in writing with Landlord at least 24 hours in advance, as
       required. All costs associated are reimbursable to Landlord by Tenant.

7.     The General Contractor shall comply with the Rules and Regulations of the
       Building elevators and the manner of handling materials, equipment and
       debris to avoid conflict and interference with Building operations. All
       bulk
<PAGE>

       deliveries or removals will be made prior to 8:00 a.m. and after 5:00
       p.m. or on weekends, as required.

8.     No exterior hoisting will be permitted. All products or materials
       specified are to be assembled on-site, and delivered to the site in such
       a manner so as to allow unobstructed passage through the Building's
       freight elevator, lobbies, corridors, etc. The General Contractor will be
       responsible for protection of all finished spaces, as required.

9.     All construction personnel must use the freight elevator at all times.
       Any and all tradesman found riding the passenger elevators without prior
       approval from Landlord will be escorted out of the Building and not be
       allowed re-entry without written approval from the Building office.

10.    During the performance of Alterations, Tenant's construction supervisor
       or job superintendent must be present on the job site at all times.

11.    During the performance of Alterations, all demolition work shall be
       performed after 6:00 p.m. during the week or on weekends. This would
       include carting or rubbish removal as well as performing any operations
       that would disturb other Building tenants or other occupants (drilling,
       chopping, grinding, recircuiting, etc.).

12.    No conduits or cutouts are permitted to be installed in the floor slab
       without prior written approval from Landlord. Landlord reserves the right
       to restrict locations of such items to areas that will not interfere with
       the Building's framing system or components. No conduits or cutouts are
       permitted outside of Tenant's Premises.

13.    Plumbing connections to Building supply, waste and vent lines are to be
       performed after normal working hours, and coordinated with the Building
       manager, and are to include the following minimum requirements:

       A.   Separate shutoff valves for all new hot and/or cold water supply
            lines (including associated access doors).

       B.   Patch and repair of existing construction on floor below,
            immediately following completion of plumbing work (to be performed
            after normal working hours, as required).

14.    The General Contractor must coordinate all work to occur in public
       spaces, core areas and other tenant occupied spaces with Landlord, and
       perform all


                                       D-2
<PAGE>

       such work after normal working hours (to include associated patch and
       repair work). The General Contractor shall provide all required
       protection of existing finishes within the affected area(s).

15.    The General Contractor must perform all floor coring, drilling or
       trenching after normal business hours, and obtain Landlord's permission
       and approval of same prior to performing such work.

16.    Convector mounted outlets and associated conduits, wiring, boxes, etc.,
       shall be located and installed in areas where they will not hinder the
       operation or maintenance of existing fan coil units or prevent removal or
       replacement of access panels or removable covers.

17.    The General Contractor shall be responsible for all final tests,
       inspections and approvals associated with all modifications, deletions or
       additions to Building Class "E" systems and equipment.

18.    Recircuiting of existing power/lighting panels and circuits affecting
       Building and/or tenant operations are to be performed after normal
       business hours and coordinated with the Building office in advance, as
       required.

19.    All burning and welding to be performed in occupied or finished areas
       shall be performed after normal business hours and coordinated with the
       Building office in advance, as required. Proper ventilation of the work
       area will be required in order to perform this work.

20.    The General Contractor shall provide Grubb & Ellis Management Services,
       Inc. and the Building office with all approved submittal and closeout
       documents as well as all required final inspections and Building
       Department sign-offs just prior to or immediately following completion of
       construction.

21.    Any and all alterations to the Building sprinkler system (including
       draining of system) are to be performed after normal business hours and
       coordinated with the Building office, as required. All costs associated
       with the shut down, drain and refill of the sprinkler system are
       reimbursable to Landlord.

22.    The General Contractor shall be responsible for any and all daily cleanup
       required to keep the job site clean throughout the entire course of the
       Alterations. No debris shall be allowed to accumulate in any public
       spaces.

23.    The General Contractor shall be responsible for proper protection of all
       existing finishes and construction for Alterations to be performed in
       common


                                       D-3
<PAGE>

       Building areas. All Alterations to be performed in occupied areas outside
       of the Premises shall be performed after normal business hours and
       coordinated with the Building office, as required.

24.    The General Contractor shall perform any and all hoisting associated with
       the Alterations after normal business hours. The General Contractor will
       obtain all required permits and insurance to perform work of this nature.
       The General Contractor shall specify hoisting methods and provide all
       required permits and insurance to Grubb & Ellis Management Services, Inc.
       and the Building office prior to commencement of Alterations.

25.    Union labor shall be used by all contractors and subcontractors
       performing any and all Alterations within the Building. All contractors
       and subcontractors shall perform all work in a professional manner, and
       shall work in close harmony with one another as well as with the Building
       management and maintenance personnel.

26.    The General Contractor shall forward complete copies of all approved
       contractor submittal, and Building and Fire Department sign-offs and
       Statement of Responsibility forms, to the Building office immediately
       following completion of construction.

                             INSURANCE REQUIREMENTS

LIABILITY LIMITATIONS

A.     Comprehensive or Commercial General Liability Insurance written on an
       occurrence basis, to afford protection of $3,000,000 combined single
       limit for personal injury, bodily injury and/or death and Broad Form
       property damage arising out of any one occurrence; and which insurance
       shall include coverage for premises-operations (including explosion,
       collapse and underground coverage), elevators, contractual liability,
       owner's and contractor's protective liability, and completed operations
       liability.

B.     Comprehensive Auto Liability Insurance covering the use of all owned,
       non-owned and hired vehicles providing bodily injury and property damage
       coverage, all on a per occurrence basis, at a combined single limit of
       $1,000,000.


                                       D-4
<PAGE>

C.     Worker's Compensation Insurance providing statutory benefits for
       contractor's employees and Employer's Liability Coverage in an amount not
       less than $100,000/$500,000/$100,000.

D.     Property coverage damage to or loss of use of contractor's equipment.

CERTIFICATE HOLDER

SL Green Operating Partnership, L.P.
c/o SL Green Realty Corp.
70 West 36th Street
New York, New York 10018

ADDITIONAL INSUREDS

SL Green Operating Partnership, L.P.
c/o SL Green Realty Corp.
70 West 36th Street
New York, New York 10018

SL Green Management LLC
c/o SL Green Realty Corp.
70 West 36th Street
New York, New York 10018

In addition to listing each of the Additional Insured parties, as noted above,
the Certificate of Insurance, general liability form, shall state that "The
General Aggregate limit applies separately to each project."

The name and address of the Additional Insureds shall appear on the Certificate
of Insurance. The insurance agent's address and telephone number is also
required.


                                       D-5
<PAGE>

                                  SCHEDULE E

                             Landlord's Core Work

I. Landlord agrees, at its sole cost and expense and without charge to Tenant
(except as set forth below), to do the following work in or around the Premises,
which work shall not be considered part of the work subject to Landlord's
Contribution as set forth in Section A of Article II of Schedule B of the Lease
and which work shall be of design, capacity, finish and color of the building
standard adopted by Landlord for the Building (hereinafter called "Building
Standard"):

      A.    To paint the walls of the common corridor bathrooms on floor 12A of
            the Building;

      B.    To perform general cleaning of the common corridor on floor 12A of
            the Building including cleaning of existing carpeting; and

      C.    To replace three (3) windows in the Premises (on the east side of
            the Premises) with new windows; provided Tenant shall contribute
            $1500.00 toward the cost of such window replacement simultaneously
            with the execution hereof

II. Landlord shall perform Landlord's Core Work simultaneously with Tenant's
Initial Alteration. Tenant shall not interfere with the performance of
Landlord's Core Work and shall coordinate Tenant's Initial Alteration so that it
does not interfere with the performance of Landlord's Core Work.

III. Landlord and Tenant acknowledge that the replacement of the exterior
windows involves the procurement of long lead items and, accordingly, may be
performed after Tenant has taken possession of the Premises. Landlord and Tenant
shall cooperate to mutually determine when such work will be commenced. However,
once the installation of the replacement windows begins, Landlord shall have the
right to complete the installation on a continuous, uninterrupted schedule
without Tenant interference. Tenant acknowledges that the window replacement
shall be performed at such times, including normal business hours, and in such a
manner as Landlord shall reasonably determine, provided that Landlord agrees to
perform such work in a manner intended to minimize material inconvenience to
Tenant. Tenant agrees (a) to cooperate with Landlord or Landlord's agents during
the performance of such work, including, but not limited to, temporarily
removing and relocating Tenant's fixtures, equipment and other personalty by
Tenant and (b) to release Landlord from all losses, costs, damages and expenses,
including, but not limited to, loss of business, incurred as a result of such
work unless arising from Landlord's gross negligence or willful misconduct.