EXHIBIT 10.15

                             405 LEXINGTON, L.L.C.,
                                                                     Landlord


                                       and



                             ADVENT SOFTWARE, INC.,
                                                                      Tenant



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

                                      LEASE

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



           Premises:        A Portion of the 31st Floor
                            and the Entire 30th Floor

                            666 Third Avenue
                            New York, New York


           Dated:           July 22, 1999








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                                TABLE OF CONTENTS


ARTICLE 1 BASIC LEASE PROVISIONS...............................................1
ARTICLE 2 PREMISES, TERM, RENT.................................................3
ARTICLE 3 USE AND OCCUPANCY....................................................4
ARTICLE 4 CONDITION OF THE PREMISES............................................6
ARTICLE 5 ALTERATIONS..........................................................9
ARTICLE 6 FLOOR LOAD..........................................................13
ARTICLE 7 REPAIRS.............................................................13
ARTICLE 8 INCREASES IN TAXES AND OPERATING EXPENSES...........................15
ARTICLE 9 REQUIREMENTS OF LAW.................................................22
ARTICLE 10 SUBORDINATION......................................................25
ARTICLE 11 SERVICES...........................................................28
ARTICLE 12 INSURANCE; PROPERTY LOSS OR DAMAGE; REIMBURSEMENT..................31
ARTICLE 13 DESTRUCTION - FIRE OR OTHER CAUSE..................................34
ARTICLE 14 EMINENT DOMAIN.....................................................37
ARTICLE 15 ASSIGNMENT AND SUBLETTING..........................................39
ARTICLE 16 ELECTRICITY........................................................46
ARTICLE 17 ACCESS TO PREMISES.................................................48
ARTICLE 18 DEFAULT............................................................50
ARTICLE 19 REMEDIES AND DAMAGES...............................................52
ARTICLE 20 LANDLORD'S RIGHT TO CURE; FEES AND EXPENSES........................54
ARTICLE 21 NO REPRESENTATIONS BY LANDLORD: LANDLORD'S APPROVAL................55
ARTICLE 22 END OF TERM........................................................56
ARTICLE 23 QUIET ENJOYMENT....................................................57
ARTICLE 24 NO SURRENDER; NO WAIVER............................................57
ARTICLE 25 WAIVER OF TRIAL BY JURY............................................58
ARTICLE 26 INABILITY TO PERFORM...............................................59
ARTICLE 27 NOTICES............................................................59
ARTICLE 28 RULES AND REGULATIONS..............................................60
ARTICLE 29 PARTNERSHIP TENANT.................................................60
ARTICLE 30 VAULT SPACE........................................................62
ARTICLE 31 BROKER.............................................................62
ARTICLE 32 INDEMNITY..........................................................63
ARTICLE 33 ADJACENT EXCAVATION; SHORING.......................................64
ARTICLE 34 TAX STATUS OF BENEFICIAL OWNERS....................................64
ARTICLE 35 SECURITY DEPOSIT...................................................65
ARTICLE 36 MISCELLANEOUS......................................................67
ARTICLE 37 RENEWAL OPTION.....................................................71
ARTICLE 38 RIGHT OF FIRST OFFER...............................................73
ARTICLE 39 ARBITRATION........................................................76

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         EXHIBITS:

         A - Floor Plans

         B - Definitions

         C - Description of Landlord's Work

         D - Description of Building Work

         E - Heating, Ventilation and Air Conditioning Specifications

         F - Cleaning Specifications

         G - Rules and Regulations

         H - Nondisturbance Agreement



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                                      LEASE

     LEASE, made as of the 22nd day of July, 1999 between 405 LEXINGTON, L.L.C.,
a Delaware  limited  liability  company (the  "Landlord"),  having an office c/o
Tishman Speyer  Properties,  L.P., 520 Madison Avenue, New York, New York 10022,
and ADVENT  SOFTWARE,  INC., a Delaware  corporation  (the "Tenant"),  having an
office at 301 Brannan Street, San Francisco, California 94107.

     Landlord and Tenant hereby covenant and agree as follows:


                                    ARTICLE 1
                             BASIC LEASE PROVISIONS

PREMISES               A portion  of the 31st  floor and the entire  30th  floor
                       of the  Building, substantially  as  shown  hatched  on
                       Exhibits A-1 and A-2, respectively.

BUILDING               The building, fixtures, equipment and other  improvements
                       and appurtenances now  located  or  hereafter  erected,
                       located or placed upon the land known as 666 Third
                       Avenue,  New York,  New York.

REAL PROPERTY          The Building, together with the plot of land upon which
                       it stands.

CONSTRUCTION  PERIOD   The date after  August  31,  1999 which is the earlier to
START  DATE            occur of (a) the date upon which Landlord delivers
                       possession of the Premises to Tenant with all items of
                       Landlord's  Work (other than item 8) Substantially
                       Completed in accordance with the terms of this Lease, and
                       (b) the date Tenant (or any person  claiming by,  through
                       or under  Tenant) occupies any part of the Premises for
                       the  construction of Tenant's Initial Installations.

RENT COMMENCEMENT      The date  which is the  six-month   anniversary  of  the
DATE                   Construction Period Start Date.

OCCUPANCY DATE         Tenant  shall  not  occupy  the Premises for the  conduct
                       of its business prior to January 1, 2000.


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EXPIRATION DATE        The  date  which is the last day of  the month  in  which
                       the 10th anniversary of the Rent Commencement Date
                       occurs,  or, if the term of this Lease shall be extended
                       in accordance with any  express  provision  hereof, the
                       last  day  of  any   renewal  or extended term.

TERM                   The period  commencing on the Construction  Period Start
                       Date and ending on the Expiration Date.

PERMITTED USES         Executive and general  offices  (including,  without
                       limitation, software  research and development), and such
                       ancillary uses as shall be reasonably  required in
                       connection  therewith,  which uses shall always be
                       consistent  with the operation of first-class  office
                       buildings in midtown Manhattan.

BASE TAX YEAR          The Tax Year  commencing  on July 1,  1999 and  ending on
                       June 30, 2000, subject to Section 8.1(c).

BASE EXPENSE YEARS     Calendar years 1999 and 2000.

TENANT'S               4.183 percent.
PROPORTIONATE SHARE

AGREED AREA OF         712,231 rentable square feet.
BUILDING

AGREED                 29,792  rentable square feet, as mutually  determined by
AREA OF PREMISES       Landlord and Tenant for purposes of this Lease,  without
                       any representation by  Landlord  whatsoever  as to the
                       actual  square  feet  contained  in the Premises or the
                       Building or any portions thereof.

FIXEDRENT             (i) $1,459,808 per annum ($121,650.67 per  month)  for the
                      period commencing on the Rent Commencement Date and ending
                      on the day preceding the 5th anniversary of the Rent
                      Commencement  Date, both dates  inclusive; and
                      (ii)  $1,549,184  per annum  ($129,098.67  per  month) for
                      the  period commencing on the 5th anniversary of the Rent
                      Commencement Date and ending on the Expiration Date, both
                      dates inclusive.

                                       2
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ADDITIONAL RENT       All sums other  than  Fixed Rent  payable by Tenant to
                      Landlord under this  Lease,  including  Tenant's  Tax
                      Payment,  Tenant's  Operating Payment, late charges,
                      overtime or excess service charges, and interest and
                      other costs related to Tenant's  failure to perform any of
                      its  obligations under this Lease.

RENT                  Fixed Rent and Additional Rent, collectively.

INTEREST RATE         The lesser of (i) two  percent  per annum  above the then
                      current Base Rate charged by Citibank,  N.A. or its
                      successor, or (ii) the maximum rate permitted by
                      applicable law.

SECURITY DEPOSIT      $243,301.33.

BROKER                Julien J. Studley, Inc.

LANDLORD'S AGENT      Tishman Speyer Properties,  L.P. or any other person
                      designated at any time and from  time to time by  Landlord
                      as  Landlord's  Agent and their successors and assigns.

LANDLORD'S            $1,213,680.
CONTRIBUTION

All  capitalized  terms used in the text of this Lease  without  definition  are
defined in this Article 1 or in Exhibit B.


                                    ARTICLE 2

                              PREMISES, TERM, RENT

     Section 2.1 Lease of Premises. Subject to the terms of this Lease, Landlord
leases to Tenant and Tenant  leases from  Landlord  the  Premises  for the Term.
Notwithstanding   anything  to  the  contrary   contained  in  this  Lease,  all
obligations  of Tenant  under  this  Lease  relating  to or  arising  out of the
Premises shall commence on the Construction Period Start Date, provided,  Tenant
shall have no  obligation  to pay Fixed Rent,  Tenant's Tax Payment and Tenant's
Operating  Payment other than as provided in the  applicable  provisions of this
Lease.  In  addition,  Landlord  grants  to  Tenant  the  right  to  use,  on  a
non-exclusive  basis and in common with other tenants,  the lobby area and other
Building common elements and common facilities.


                                       3
<PAGE>


     Section 2.2 Payment of Rent.  Tenant shall pay to Landlord,  without notice
or demand,  and  without  any  set-off,  counterclaim,  abatement  or  deduction
whatsoever,  except as may be expressly set forth in this Lease, in lawful money
of the  United  States  by wire  transfer  of funds to  Landlord's  account,  as
designated  by Landlord,  or by check drawn upon a bank which is a member of the
New York  Clearing  House  Association  or other  bank  reasonably  approved  by
Landlord: (i) Fixed Rent in equal monthly installments, in advance, on the first
(1st)  day of each  calendar  month  during  the  Term,  commencing  on the Rent
Commencement  Date, and (ii) Additional Rent, at the times and in the manner set
forth in this  Lease.  If the Rent  Commencement  Date is not the first day of a
month,  then on the Rent  Commencement  Date Tenant shall pay Fixed Rent for the
period from the Rent Commencement Date through the last day of such month.

     Section 2.3 Interest.  If Tenant shall fail to pay any installment or other
payment of Rent when due,  interest shall accrue on such  installment or payment
as a late charge, from the date such installment or payment became due until the
date paid at the Interest Rate.


                                    ARTICLE 3

                                USE AND OCCUPANCY

     Section 3.1 (a)  Permitted  Uses.  Tenant shall use and occupy the Premises
for the Permitted Uses and for no other purpose.  Tenant shall not use or occupy
or  permit  the  use or  occupancy  of any  part  of the  Premises  in a  manner
constituting a Prohibited Use. If Tenant uses or suffers the use of the Premises
for a purpose which constitutes a Prohibited Use or violates any Requirement, or
which causes the Building to be in  violation  of any  Requirement,  then Tenant
shall  promptly  discontinue  such use upon notice of such  violation.  Tenant's
failure to  promptly  (and,  in all  events,  within 10 days after such  notice)
discontinue  such use shall be a material  default  hereunder and Landlord shall
have the right,  without  Tenant having any further period in which to cure, (i)
to terminate this Lease immediately, and (ii) to exercise any and all rights and
remedies available to Landlord at law or in equity.

                 (b) Licenses and Permits. Tenant, at its expense, shall obtain
and at all times  maintain  and  comply  with the terms  and  conditions  of all
licenses and permits  required for the lawful  conduct of the Permitted  Uses in
the Premises.  Landlord  represents that the certificate of occupancy issued for
the  Building  permits the use of the Premises as offices.  Landlord  shall not,
without Tenant's approval, amend during the Term the certificate of occupancy in
effect for the Building to (i) change the use provided  therein of the floors of
the  Building  where the  Premises are located in respect of the Premises if the
effect of such change would prevent  Tenant from using the Premises for offices,
(ii)  reduce  the  permitted  floor load  provided  therein of the floors of the
Building  where the Premises are located,  or (iii) reduce the number of persons
permitted  therein to occupy any floor of the  Building  where the  Premises are
located.

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     Section 3.2 Delivery of Premises. (a) Landlord shall not be liable for
failure to deliver  possession of the Premises on any specified  date,  and such
failure  shall not impair the  validity  of the Lease.  Landlord  shall  provide
Tenant  with at  least 10  Business  Days'  prior  notice  of the date  Landlord
reasonably  anticipates  will be the  Construction  Period Start Date.  Landlord
shall be deemed to have delivered  possession of the Premises to Tenant upon the
giving of notice by Landlord to Tenant stating that the Premises are vacant,  in
the condition  required under this Lease, and available for Tenant's  occupancy.
There shall be no  postponement  of the  Construction  Period Start Date (or the
Rent  Commencement  Date) for (i) any delay in the delivery of possession of the
Premises  to Tenant  which  results  from any Tenant  Delay or (ii) any delay by
Landlord in the performance of any Punch List Items relating to Landlord's Work.
Landlord shall complete such Punch List Items, of which Tenant notifies Landlord
within 10 days after Substantial Completion of the applicable work in connection
therewith,  and remedy any latent defects in Landlord's  Work which Tenant could
not with  reasonable  diligence  have  discovered  when  Landlord  delivered the
Premises to Tenant,  of which Tenant  notifies  Landlord  within 12 months after
Substantial Completion of the applicable work in connection therewith, within 60
days after Tenant gives Landlord any such notice. The provisions of this Section
3.2 are intended to constitute "an express provision to the contrary" within the
meaning  of Section  223-a of the New York Real  Property  Law or any  successor
Requirement.

     (b) If  Landlord  fails to  Substantially  Complete  Landlord's  Work on or
before March 1, 2000,  which date shall be subject to  extension  for any Tenant
Delay and Unavoidable  Delay,  then, as Tenant's  exclusive  remedy with respect
thereto other than as provided in Section  3.2(c) below,  Tenant shall receive a
credit  (without  duplication  if more than one item of  Landlord's  Work is not
Substantially  Complete)  of $1,999.74  per day to be applied  against the first
installments   of  Fixed  Rent  payable   hereunder,   commencing  on  the  Rent
Commencement  Date,  for each day in the period  commencing on March 1, 2000 (as
extended by Tenant Delay and Unavoidable Delay) and ending on the date all items
of Landlord's Work are Substantially Complete.

     (c) If  Landlord  is unable  for any reason to  deliver  possession  of the
Premises with the Landlord's Work (other than item 8) Substantially  Complete on
or before  September 1, 2000,  as extended by  Unavoidable  Delays (the "Outside
Delivery  Date"),  Tenant  shall have the right within 30 days after the Outside
Delivery Date, as its sole and exclusive remedy  therefor,  to cancel this Lease
by giving notice of  cancellation  to Landlord.  If Tenant  timely  delivers the
aforesaid cancellation notice, this Lease shall terminate 30 days after the date
of such notice,  unless Landlord  delivers vacant  possession of the Premises in
the condition  required by this Lease within such 30-day  period,  in which case
Tenant's cancellation notice shall be void and this Lease shall continue in full
force and effect.  Failure by Tenant to exercise such right to cancel this Lease
within such 30-day period shall constitute a waiver of such right; time being of
the essence with respect thereto.

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<PAGE>


     Section 3.3 Use of Building Name or Image.  Neither Tenant nor any occupant
of the Premises shall use CHRYSLER EAST BUILDING, CHRYSLER CENTER or CHRYSLER or
any other name for the  Premises as  designated  by  Landlord or any  variation,
abbreviation  (including  initials),  or simulation thereof, or any depiction or
rendering  of  any  recognizable  feature  of the  Building,  for  any  purposes
whatsoever,  including for any corporate, firm or trade name, trademark, service
mark or other designation of the source or origin of merchandise or services, or
which  otherwise  implies  affiliation  with, or  endorsement  or sponsorship by
Landlord. However, the foregoing shall not prevent Tenant or any other permitted
occupant of the Premises from using CHRYSLER EAST BUILDING OR CHRYSLER CENTER in
a  descriptive  or  geographically  descriptive  manner and without  emphasis or
display, as part of Tenant's or such permitted occupant's business address or as
a geographic  reference to the location of Tenant or such permitted  occupant in
the ordinary course of its business, in the form "at the Chrysler East Building"
or "at the Chrysler Center."


                                    ARTICLE 4

                            CONDITION OF THE PREMISES

     Section 4.1  Condition.  Tenant has  inspected  the Premises and agrees (a)
subject to Landlord's obligation under this Lease to complete Landlord's Work in
a good and workmanlike  manner,  to accept possession of the Premises in the "as
is" condition  existing on the Construction  Period Start Date, (b) that neither
Landlord nor Landlord's agents have made any  representations or warranties with
respect to the Premises or the Building  except as expressly  set forth  herein,
and (c)  except  for  Landlord's  Contribution  as  expressly  set forth in this
Section 4.2 hereof and except for  Landlord's  Work  described  in Section  4.3,
Landlord has no obligation to perform any work, supply any materials,  incur any
expense or make any  alterations or  improvements to the Premises to prepare the
Premises  for  Tenant's  occupancy.  Any  work  to be  performed  by  Tenant  in
connection with Tenant's initial  occupancy of the Premises shall be referred to
hereinafter as the "Initial  Installations".  Tenant's  occupancy of any part of
the  Premises  for the  conduct of its  ordinary  business  shall be  conclusive
evidence, as against Tenant, that Landlord has Substantially  Completed any work
to be performed by Landlord under this Lease,  Tenant has accepted possession of
the Premises in its then current  condition and at the time such  possession was
taken,  the Premises  were in a good and  satisfactory  condition as required by
this Lease.  Landlord shall complete Punch List Items and correct latent defects
as provided in Section 3.2(a).

     Section 4.2 Landlord's  Contribution.  (a) Landlord agrees to pay to Tenant
an amount not to exceed Landlord's  Contribution  toward the cost of the Initial
Installations   (excluding   any  "soft   costs"   (other  than   architectural,
engineering,  permit and construction consulting fees not in excess of $119,172)
and  Tenant's  Property  (other  than the cost of  Tenant's  moveable  walls and
partitions)), provided that as of the date on which Landlord is

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required to make payment thereof  pursuant to Section 4.2(b):  (i) this Lease is
in full force and effect, and (ii) no Event of Default then exists. Accordingly,
Tenant may use any amount of  Landlord's  Contribution  to purchase  and install
moveable  walls  and  partitions.  Tenant  shall  pay all  costs of the  Initial
Installations  in excess of  Landlord's  Contribution.  Landlord's  Contribution
shall be  payable  solely on account of labor  directly  related to the  Initial
Installations  and materials  delivered to the Premises in  connection  with the
Initial  Installations  (excluding  any "soft costs" (other than  architectural,
engineering,  permit and construction consulting fees not in excess of $119,172)
and  Tenant's  Property  (other  than the cost of  Tenant's  moveable  walls and
partitions)).  Tenant shall not be entitled to receive any portion of Landlord's
Contribution  not actually  expended by Tenant in the performance of the Initial
Installations  in  accordance  with this  Section 4.2, nor shall Tenant have any
right to apply any  unexpended  portion of Landlord's  Contribution  as a credit
against Rent or any other obligation of Tenant hereunder. Upon the completion of
the Initial  Installations  and satisfaction of the conditions set forth in this
Section 4.2, any amount of Landlord's Contribution which has not been previously
disbursed shall be retained by Landlord; provided, however, that notwithstanding
anything  contained  herein to the  contrary,  the  applicable  portion  of such
retained amounts shall continue to be held for the benefit of Tenant by Landlord
if Tenant  delivers a notice to Landlord prior to satisfaction of the conditions
set  forth in this  Section  4.2  that it is in  dispute  with any  contractors,
subcontractors,  vendors  or other  providers  of  service  and  refuses to make
payments at such time or if any contracts  provide for  retainage  which has not
then been finally paid.

     (b) Landlord  shall pay Landlord's  Contribution  to Tenant after the first
anniversary of the Rent  Commencement  Date following  commencement  of Tenant's
business  operations  at the  Premises and the final  completion  of the Initial
Installations,  within 30 days  after  submission  by Tenant  to  Landlord  of a
written  requisition  therefor,  signed by the chief financial officer of Tenant
and  accompanied  by (i) copies of paid  invoices  covering  all of the  Initial
Installations, (ii) a written certification from Tenant's architect stating that
(A) the Initial Installations  described on such invoices have been completed in
accordance with the plans and specifications approved by Landlord, (B) such work
has been  paid in full by Tenant  and (C) all  contractors,  subcontractors  and
material suppliers have delivered to Tenant waivers of lien with respect to such
work (copies of which shall be included  with such  architect's  certification),
(iii) proof of the satisfactory  completion of all required  inspections and the
issuance of any required  approvals  and sign-offs by  Governmental  Authorities
with respect thereto,  (iv) final "as-built"  plans and  specifications  for the
Initial  Installations  as required  pursuant to Section 5.1(c),  (v) final lien
waivers from all contractors, subcontractors and material suppliers covering all
of the Initial  Installations,  and (vi) such other documents and information as
Landlord may reasonably request, including title drawdowns and endorsements. The
right to receive Landlord's Contribution is for the exclusive benefit of Tenant,
and in no event shall such right be assigned to or be  enforceable by or for the
benefit  of  any  third  party,   including   any   contractor,   subcontractor,
materialman, laborer, architect, engineer, attorney or other Person.

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     Section 4.3 Landlord's Work. Landlord will commence the performance of
the  work  described  in  Exhibit  C  ("Landlord's  Work")  reasonably  promptly
following  the  date  hereof  and,  subject  to  Tenant's  compliance  with  the
provisions  of this  Section  4.3,  will  Substantially  Complete,  at its  sole
expense,  Landlord's Work in a good and workmanlike  manner  consistent with the
standards applicable to the Building prior to the Construction Period Start Date
other than in the case of item 8 thereof, which item of Landlord's Work shall be
Substantially  Completed  prior to Tenant's  occupancy  of the  Premises for the
conduct of its  business.  Landlord and its  employees,  contractors  and agents
shall have access to the Premises at all reasonable times for the performance of
Landlord's  Work  and  for the  storage  of  materials  reasonably  required  in
connection therewith, and Tenant will use all commercially reasonable efforts to
avoid any interference  with the performance of Landlord's Work.  Landlord shall
use reasonable efforts to minimize  interference with Tenant's use and occupancy
of the Premises  during the performance of item 8 of Landlord's  Work,  provided
that  Landlord  shall  have no  obligation  to  employ  contractors  or labor at
overtime  or other  premium  pay rates or to incur any other  overtime  costs or
additional expenses whatsoever. There shall be no Rent abatement or allowance to
Tenant for a diminution of rental value, no actual or  constructive  eviction of
Tenant,  in whole or in part, no relief from any of Tenant's  other  obligations
under  this  Lease,  and no  liability  on the part of  Landlord,  by  reason of
inconvenience,  annoyance or injury to business  arising from the performance of
such item of  Landlord's  Work or the  storage of any  materials  in  connection
therewith.

     Section 4.4 Building Work. (a) Landlord is performing the work described in
Exhibit D (the "Building  Work") and,  subject to Tenant's  compliance  with the
provisions  of  Section  4.4(c),   Landlord  will  complete  the  Building  Work
applicable  to the  facade,  lobby and the floors of the  Building  on which the
Premises  are  located  in a good and  workmanlike  manner  consistent  with the
standards  applicable to the Building.  Landlord may make such  modifications to
the  Building  Work  as  Landlord,  in  its  sole  discretion,  deems  desirable
consistent with a first-class  renovated  building of comparable age and quality
in midtown Manhattan.

     (b) Redevelopment. Tenant hereby acknowledges that Landlord is redeveloping
the Building,  including but not limited to constructing  substantial additional
space on the 30th and 31st floors of the Building along with other floors of the
Building,  renovating  the lobby,  elevator cabs and  mechanical  systems of the
Building.  Tenant  understands and acknowledges  that there shall be substantial
noise and dust associated with such redevelopment.

     (c) Access.  Landlord and its employees,  contractors and agents shall have
access to the Premises at all times,  prior to the  occupancy of the Premises by
Tenant for the conduct of its ordinary business, for the performance of Building
Work and for the storage of  materials  required in  connection  therewith,  and
Tenant will use all  commercially  reasonable  efforts to avoid any interference
with the performance of the Building Work.  Landlord shall

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use all commercially  reasonable efforts to minimize  interference with Tenant's
use and occupancy of the Premises  during the  performance of the Building Work,
provided that Landlord  shall have no obligation to employ  contractors or labor
at overtime or other premium pay rates or to incur any other  overtime  costs or
additional expenses  whatsoever.  Neither Landlord nor its agents or contractors
shall be liable for any damage (including damage resulting from lost business as
well as damage to Tenant's Personal Property) which Tenant may sustain resulting
from the Building Work.


                                    ARTICLE 5

                                   ALTERATIONS

     Section  5.1   Tenant's   Alterations.   (a)  Tenant  shall  not  make  any
alterations,  additions  or other  physical  changes  in or about the  Premises,
including the Initial Installations  (collectively,  "Alterations"),  other than
decorative  Alterations  such as painting,  wall  coverings and floor  coverings
(collectively,  "Decorative  Alterations"),  without  Landlord's  prior consent,
which  may be  withheld  in  Landlord's  sole  discretion.  Notwithstanding  the
foregoing,  Landlord shall not unreasonably  withhold its consent to Alterations
so long as such Alterations (i) are  non-structural  and do not adversely affect
the  Building  Systems,   (ii)  are  performed  only  by  Landlord's  designated
contractors or by contractors  approved by Landlord to perform such Alterations,
(iii)  affect only the Premises and are not visible from outside of the Premises
or the Building,  (iv) do not affect the certificate of occupancy issued for the
Building or the Premises,  (v) do not adversely affect any service  furnished by
Landlord  to  Tenant  or to any other  tenant  of the  Building  and (vi) do not
violate  any   Requirement   or  cause  the  Premises  or  the  Building  to  be
non-compliant with any Requirement.

     (b) Plans and Specifications.  Prior to making any Alterations,  Tenant, at
its expense,  shall (i) submit to Landlord for its approval,  detailed plans and
specifications  (including  layout,   architectural,   mechanical,   electrical,
plumbing,  sprinkler and structural drawings) of each proposed Alteration (other
than Decorative  Alterations and alterations of such a scope that such plans and
specifications are not required by any Requirement and would not be customary in
accordance with good construction practice),  and with respect to any Alteration
affecting any Building System, Tenant shall submit proof that the Alteration has
been designed by, or reviewed and approved by,  Landlord's  designated  engineer
for the  affected  Building  System,  (ii)  obtain all  permits,  approvals  and
certificates required by any Governmental Authorities, (iii) furnish to Landlord
duplicate original policies or certificates of worker's  compensation  (covering
all  persons  to  be  employed  by  Tenant,   and   Tenant's   contractors   and
subcontractors  in  connection  with such  Alteration)  and  commercial  general
liability  (including  property  damage  coverage)  insurance and Builder's Risk
coverage  (issued  on a  completed  value  basis)  all in such  form,  with such
companies,  for such  periods  and in such  amounts as Landlord  may  reasonably
require, naming Landlord, Landlord's managing

                                       9
<PAGE>


agent, and their respective  employees and agents,  any Lessor and any Mortgagee
of which Tenant has notice as  additional  insureds and (iv) furnish to Landlord
such other  evidence of Tenant's  ability to complete  and to fully pay for such
Alterations (other than Decorative Alterations) as is reasonably satisfactory to
Landlord. Upon Tenant's request, Landlord shall reasonably cooperate with Tenant
in obtaining any permits,  approvals or certificates  required to be obtained by
Tenant in connection  with any permitted  Alteration  (if the  provisions of the
applicable Requirement require that Landlord join in such application), provided
that Tenant  shall  reimburse  Landlord  for any cost,  expense or  liability in
connection therewith.  Tenant shall give Landlord not less than 5 Business Days'
notice prior to performing any Decorative  Alteration which notice shall contain
a description of such Decorative Alteration.  If Landlord shall deny any request
for approval to an  Alteration,  Landlord shall provide Tenant with a reasonably
detailed   explanation  of  the  reason(s)  for  such  denial.   Any  plans  and
specifications  resubmitted  by  Tenant  to  Landlord  for  Landlord's  approval
reflecting  changes  or  additions  made to such  plans  and  specifications  as
requested by Landlord ("Tenant's  Resubmission")  shall be approved or denied by
Landlord,  subject to Section 5.1(a),  within 5 Business Days following Tenant's
Resubmission. If Landlord shall fail to respond to Tenant's request for approval
to  Alterations  within 15 Business Days  following the  submission of final and
complete  plans and  specifications  thereof  (or within 5  Business  Days after
Tenant's Resubmission),  as applicable, Landlord shall be deemed to have granted
such  approval,  provided  Landlord fails to respond to Tenant within 5 Business
Days after receipt of a second notice from Tenant (which notice may only be sent
if  Landlord  failed to respond  within  said 15 or 5 Business  Day  period,  as
aforesaid, and such notice shall expressly state in bold letters that Landlord's
failure to timely respond  thereto shall be deemed  approval of the  Alterations
which are the subject of such notice).

     (c) Governmental Approvals. Upon completion of any
Alterations, Tenant, at its expense, shall promptly obtain certificates of final
approval of such Alterations  required by any  Governmental  Authority and shall
furnish  Landlord  with  copies  thereof,  together  with  "as-built"  plans and
specifications for such Alterations (other than Decorative Alterations) prepared
on an Autocad Computer Assisted Drafting and Design system (or such other system
or medium  as  Landlord  may  accept)  using  naming  conventions  issued by the
American  Institute of Architects in June, 1990 (or such other naming convention
as Landlord may accept) and magnetic  computer media of such record drawings and
specifications,  translated  in DXF  format  or  another  format  acceptable  to
Landlord.

     Section 5.2 Manner and Quality of  Alterations.  All  Alterations  shall be
performed (a) in a good and  workmanlike  manner and free from  defects,  (b) in
accordance with the plans and  specifications as required under Section 5.1, and
by  contractors  approved by Landlord,  (c) under the  supervision of a licensed
architect   reasonably   satisfactory   to  Landlord   (other  than   Decorative
Alterations),  and (d) in compliance  with all  Requirements,  the terms of this
Lease,  all standard  procedures and regulations then prescribed by Landlord for
all work  performed in the  Building.  All materials and equipment to be used in
the  Premises  shall be of first  quality and at least  equal to the  applicable
standards for the

                                       10
<PAGE>

Building then established by Landlord, and no such materials or equipment (other
than Tenant's Property) shall be subject to any lien or other encumbrance.

     Section 5.3 Removal of Tenant's  Property.  Tenant's  Property shall be and
remain the  property  of Tenant and Tenant may remove the same at any time on or
before  the  Expiration  Date.  On or prior  to the  Expiration  Date or  sooner
termination  of the Term,  Tenant  shall,  at  Tenant's  expense,  remove all of
Tenant's  Property and, unless  otherwise  directed by Landlord:  (a) remove any
Specialty  Alteration  and (b) close up any slab  penetrations  in the Premises.
Landlord  shall advise Tenant,  at the time of Landlord's  approval of the plans
and specifications  therefor,  as to whether Tenant will be required to remove a
Specialty  Alteration,  provided Tenant requests in writing (using bold letters)
that Landlord advise of such removal obligation with submittal of the applicable
plans and  specifications.  At least 30 days prior to commencing  the removal of
any  Specialty  Alterations  or  effecting  such  closings,  Tenant shall notify
Landlord of its intention to remove such  Specialty  Alterations  or effect such
closings,  and if Landlord  notifies  Tenant  within such 30 day period,  Tenant
shall not remove such Specialty Alterations or close such slab penetrations, and
the Specialty  Alterations  not so removed shall become the property of Landlord
upon the Expiration Date or sooner  termination of the Term. Tenant shall repair
and restore, in a good and workmanlike manner, any damage to the Premises or the
Building  caused by Tenant's  removal of any Specialty  Alterations  or Tenant's
Property or by the closing of any slab  penetrations,  and upon default thereof,
Tenant shall reimburse Landlord, on demand, for Landlord's cost of repairing and
restoring  such  damage.  Any  Specialty  Alterations  or Tenant's  Property not
removed on or before the Expiration Date or sooner termination of the Term shall
be deemed  abandoned  and  Landlord  may either  retain  the same as  Landlord's
property or remove and dispose of same, and repair and restore any damage caused
thereby, at Tenant's cost and without accountability to Tenant. This Section 5.3
shall survive the expiration or earlier termination of this Lease.

     Section 5.4 Mechanic's Liens.  Tenant, at its expense,  shall discharge any
lien or charge  filed  against the Premises or the Real  Property in  connection
with any work claimed or reasonably determined in good faith by Landlord to have
been done by or on behalf of, or materials  claimed or reasonably  determined in
good faith by Landlord to have been furnished to,  Tenant,  within 30 days after
Tenant's  receipt of notice thereof by payment,  filing the bond required by law
or otherwise in accordance with law.

     Section  5.5 Labor  Relations.  Tenant  shall  not  employ,  or permit  the
employment of, any contractor,  mechanic or laborer,  or permit any materials to
be delivered to or used in the Building,  if, in Landlord's sole judgment,  such
employment,  delivery or use will  interfere or cause any conflict or disharmony
with other  contractors,  mechanics  or  laborers  engaged in the  construction,
maintenance or operation of the Building by Landlord,  Tenant or others,  or the
use and enjoyment of the Building by other tenants or occupants. In the event of
such interference, conflict or disharmony, upon Landlord's request, Tenant shall
cause all

                                       11
<PAGE>

contractors,  mechanics  or laborers  causing such  interference  or conflict to
leave the Building immediately.

     Section 5.6 Tenant's  Costs.  Tenant shall pay to Landlord or its designee,
within  30 days  after  demand,  all  reasonable  out-of-pocket  costs  actually
incurred by Landlord in connection  with  Tenant's  Alterations  (including  the
Initial  Installations),   including  costs  incurred  in  connection  with  (a)
Landlord's review of the Alterations  (including review of requests for approval
thereof) and (b) the provision of Building  personnel  during the performance of
any Alteration required by trade union policy or otherwise, to operate elevators
or otherwise  to  facilitate  Tenant's  Alterations.  In  addition,  if Tenant's
Alterations  (other  than  the  Initial  Installations)  shall  cost  more  than
$100,000,  Tenant  shall  pay to  Landlord  or its  designee,  upon  demand,  an
administrative  fee in respect of the  performance of such  Alterations  and the
scheduling  of  Building  equipment,  facilities  and  personnel  in  connection
therewith equal to three percent of the total cost of such Alterations.

     Section 5.7 Tenant's Equipment.  Tenant shall not move any heavy machinery,
heavy equipment,  freight, bulky matter or fixtures (collectively,  "Equipment")
into or out of the Building  without  Landlord's  prior  consent,  which consent
shall  not be  unreasonably  withheld,  and  payment  to  Landlord  of any costs
incurred by Landlord in connection therewith. If such Equipment requires special
handling,  Tenant  agrees (a) to employ only persons  holding a Master  Rigger's
License to perform such work,  (b) all work  performed in  connection  therewith
shall comply with all  applicable  Requirements  and (c) such work shall be done
only during hours designated by Landlord.

     Section 5.8 Legal Compliance.  The approval of plans or specifications,  or
consent  by  Landlord  to the  making of any  Alterations,  does not  constitute
Landlord's  agreement  or  representation  that such  plans,  specifications  or
Alterations  comply with any Requirements or the certificate of occupancy issued
for the Building.  Landlord shall have no liability to Tenant or any other party
in connection with Landlord's  approval of any plans and  specifications for any
Alterations, or Landlord's consent to Tenant's performing any Alterations. If as
the  result  of any  Alterations  made by or on behalf of  Tenant,  Landlord  is
required to make any  alterations or improvements to any part of the Building in
order to comply with any  Requirements,  whether or not in or near the Premises,
Tenant shall pay all costs and expenses  incurred by Landlord in connection with
such alterations or improvements as provided in Article 20.

     Section 5.9 ICIP.  Landlord hereby notifies Tenant that Landlord intends to
avail itself of the Industrial and Commercial  Incentive  Program  ("ICIP").  In
connection  therewith,  all of Tenant's construction  managers,  contractors and
subcontractors  employed in connection  with  construction  work at the Building
shall be  contractually  required  by Tenant  to  comply  with the New York City
Department of Business Services/ Division of Labor Services ("DLS") requirements
applicable to construction  projects  benefiting from the ICIP. Such compliance,
as of the date hereof, includes the following:  the submission and approval


                                       12
<PAGE>

of a Construction Employment Report, attendance at a pre-construction conference
with representatives of DLS and adherence to the provisions of Article 22 of the
ICIP Rules and Regulations,  the provisions of New York City Charter Chapter 13B
and the provisions of Executive Order No. 50 (1980).  Furthermore, at Landlord's
request from time to time as may be  necessary  to comply with the ICIP,  Tenant
shall (i)  report to  Landlord  the  number of  workers  permanently  engaged in
employment in the Premises,  the nature of each worker's  employment  and to the
extent  applicable,  the New York City  residency of each  worker,  (ii) provide
access to the Premises by employees and agents of the  Department  (as such term
is defined in the ICIP rules and  regulations)  at all reasonable  times,  (iii)
enforce  the  contractual   obligations  of  Tenant's   construction   managers,
contractors and  subcontractors  to comply with the DLS  requirements,  and (iv)
submit  required  ICIP  documentation  which shall  include  copies of blueprint
plans,  building  permits,  architect's  description  of  project  and  detailed
certified cost statements.

     Section 5.10  Staircase.  Tenant shall have the right,  subject to specific
location,  manner of installation and to the terms of this Article, to construct
an internal  staircase  within the Premises  between the 30th and 31st floors of
the Building.


                                    ARTICLE 6

                                   FLOOR LOAD

     Section 6.1 Floor Load. Tenant shall not place a load upon any floor of the
Premises that exceeds the loads  specified in Exhibit D.  Landlord  reserves the
right to reasonably  designate the position of all Equipment which Tenant wishes
to place within the Premises, and to place limitations on the weight thereof.


                                    ARTICLE 7

                                     REPAIRS

     Section 7.1  Landlord's  Repair and  Maintenance.  Landlord  shall operate,
maintain  and,  except as provided in Section  7.2  hereof,  make all  necessary
repairs (both  structural and  nonstructural)  to (a) the Building Systems up to
the  point  of  connection  to the  Premises,  (b) the  public  portions  of the
Building,  both exterior and interior,  and (c) the structural components of the
Building,  in  conformance  with standards  applicable to first-class  renovated
office buildings of comparable age and quality in midtown Manhattan.

     Section 7.2 Tenant's Repair and Maintenance.  Tenant shall promptly, at its
expense  and  in  compliance  with  Article  5  of  this  Lease,  (a)  make  all
nonstructural   repairs  to  the  Premises  and  the  fixtures,   equipment  and
appurtenances  therein  as and when  needed to


                                       13
<PAGE>

preserve the Premises in good working order and condition, except for reasonable
wear and tear and damage for which  Tenant is not  responsible  pursuant to this
Lease, and (b) replace  scratched or damaged doors,  signs and glass (other than
exterior  window  glass)  in  and  about  the  Premises.  Without  limiting  the
foregoing,  but subject to the  provisions  of Section  12.2,  all damage to the
Premises or to any other part of the Building,  or to any  fixtures,  equipment,
sprinkler system and/or appurtenances  thereof,  whether requiring structural or
nonstructural repairs, caused by or resulting from any act, omission, neglect or
improper conduct of, or Alterations made by, or the moving of Tenant's fixtures,
furniture or equipment into,  within or out of the Premises by any Tenant Party,
and all damage to any portion of the Building  Systems  located in the Premises,
shall be repaired at Tenant's expense. Such repairs shall be made by (i) Tenant,
at Tenant's expense,  if the required repairs are nonstructural in nature and do
not affect any  Building  System or any portion of the  Building  outside of the
Premises,  or (ii) Landlord,  at Tenant's  expense,  if the required repairs are
structural in nature,  involve  replacement of exterior window glass (if damaged
by Tenant) or affect any Building System or any portion of the Building  outside
of the Premises.  All Tenant repairs shall be of a quality at least equal to the
original work or construction  utilizing new construction materials and shall be
made in accordance with this Lease.  Tenant shall give Landlord prompt notice of
any defective  condition of which Tenant is aware in any Building System located
in,  servicing or passing through the Premises.  If Tenant fails to proceed with
due  diligence to make any repairs  required to be made by Tenant,  Landlord may
make such  repairs  and all costs and  expenses  incurred by Landlord on account
thereof shall be paid by Tenant as provided in Article 20.

     Section 7.3 Vermin. Tenant shall, at its expense,  cause the Premises to be
exterminated,  from time to time as Landlord may  reasonably  direct or whenever
there is evidence of  infestation  to  Landlord's  reasonable  satisfaction,  by
licensed exterminators approved by Landlord.

     Section 7.4  Interruptions  Due to Repairs.  Landlord reserves the right to
make all changes, alterations,  additions, improvements, repairs or replacements
to the  Building,  including  the Building  Systems  which  provide  services to
Tenant,  as Landlord  deems  necessary or  desirable,  provided that in no event
shall the level of any Building  service  decrease in any material  respect from
the level  required of Landlord  in this Lease as a result  thereof  (other than
temporary  changes in the level of such services  during the  performance of any
such work by  Landlord).  Landlord  shall use  reasonable  efforts  to  minimize
interference  with Tenant's use and occupancy of the Premises  during the making
of such  changes,  repairs,  alterations,  additions,  improvements,  repairs or
replacements   provided  that  Landlord  shall  have  no  obligation  to  employ
contractors  or labor at  overtime  or other  premium  pay rates or to incur any
other overtime costs or additional  expenses  whatsoever.  Except as provided in
Section  11.9,  there shall be no Rent  abatement  or  allowance to Tenant for a
diminution of rental value,  no actual or  constructive  eviction of Tenant,  in
whole or in part, no relief from any of Tenant's  other  obligations  under this
Lease,  and no  liability  on the part of Landlord  by reason of  inconvenience,
annoyance or injury to business arising from Landlord,  Tenant or


                                       14
<PAGE>

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 therein.


                                    ARTICLE 8

                    INCREASES IN TAXES AND OPERATING EXPENSES

     Section 8.1 Definitions.  For the purposes of this Article 8, the following
terms shall have the meanings set forth below:

     (a) "Assessed  Valuation" shall mean the amount for which the Real Property
is assessed  pursuant to  applicable  provisions  of the City Charter and of the
Administrative  Code of the City of New York for the  purpose of  imposition  of
Taxes.

     (b)  "Base  Operating  Expenses"  shall  mean  one-half  of  the  aggregate
Operating Expenses for the Base Expense Years.

     (c) "Base Taxes" shall mean the Assessed Valuation of the Real Property for
the Base Tax Year  multiplied  by the annual real estate tax rate of the City of
New York applicable to the Building for the Base Tax Year, plus all other taxes,
assessments and other governmental levies,  impositions or charges, which may be
assessed  upon  all or any  part of the Real  Property  for the  Base Tax  Year,
provided,  if the Assessed Valuation for the Real Property for the 2000/2001 Tax
Year is more than 105% of the Assessed  Valuation  for the Real Property for the
Base Tax Year other than as a result of a "physical  increase"  contemplated  by
the last  sentence of Section  8.1(h),  then the portion of such  assessment  in
excess of 105%  (other  than as  provided  above)  shall be included in the Real
Property's  Assessed Valuation for the Base Tax Year for purposes of determining
Base Taxes.

     (d)  "Comparison  Year" shall mean (a) with respect to Taxes,  any calendar
year  commencing  subsequent to the first day of the Base Tax Year, and (b) with
respect to Operating  Expenses,  any calendar year commencing  subsequent to the
first day of the 1999 Base Expense Year.

     (e) "Operating Expenses" shall mean the aggregate of all costs and expenses
(and  taxes,  if any,  thereon)  paid or  incurred  by or on behalf of  Landlord
(whether  directly or through  independent  contractors)  in connection with the
ownership,  operation,  repair  and  maintenance  of the  Building  and the Real
Property,  such as: (i) insurance premiums,  (ii) the cost of electricity,  gas,
oil,  steam,  water,  air  conditioning  and  other  fuel and  utilities,  (iii)
attorneys'   fees  and   disbursements   and  auditing,   management  and  other
professional   fees  and  expenses,   and  (iv)  the  annual   depreciation   or
amortization,  on a straight-line basis over the useful life thereof as Landlord
shall reasonably determine (with interest on the unamortized


                                       15
<PAGE>


portion  at the Base  Rate plus 2  percent  per  annum),  of any  capital  costs
incurred  after  the Base  Expense  Years  for any  equipment,  device  or other
improvement  made or acquired  which is either (A)  intended  as a  labor-saving
measure or to effect other economies in the operation,  maintenance or repair of
the Building (but only to the extent that the annual benefits  anticipated to be
realized   therefrom  are  reasonably  related  to  the  annual  amounts  to  be
amortized),  or (B)  required by any  Requirement  other than a  Requirement  in
effect  as of the date of this  Lease  and with  which  Landlord  is not then in
compliance.  Operating  Expenses  shall not include any  Excluded  Expenses.  If
during all or part of the Base Expense Years or any  Comparison  Year,  Landlord
shall not  furnish  any  particular  item(s)  of work or  service  (which  would
otherwise  constitute  an  Operating  Expense) to any  leasable  portions of the
Building for any reason,  then, for purposes of computing Operating Expenses for
the Base Expense  Years or any  Comparison  Year, as the case may be, the amount
included in  Operating  Expenses for such period shall be increased by an amount
equal to the costs and  expenses  that would have been  reasonably  incurred  by
Landlord  during such period if Landlord had  furnished  such item(s) of work or
service to such portion of the Building.  In determining the amount of Operating
Expenses for the Base Expense  Years or any  Comparison  Year,  if less than 100
percent of the Building  rentable  area shall have been occupied by tenant(s) at
any time  during  any such Base  Expense  Years or  Comparison  Year,  Operating
Expenses shall be determined  for such Base Expense Years or Comparison  Year to
be an amount equal to the like expenses  which would  normally be expected to be
incurred had such occupancy been 100 percent  throughout such Base Expense Years
or Comparison Year. To the extent that any service  furnished to the Building is
provided by  facilities  and equipment  located in and employees  located at the
Chrysler  Building,  now known as 405 Lexington Avenue,  New York, New York (the
"Chrysler Building"),  or in any other building owned by Landlord (together with
the Chrysler  Building,  an "Adjoining  Building"),  the cost of maintaining and
repairing such  facilities and equipment and the  compensation of such employees
shall be deemed an Operating Expense of the Building,  if and to the same extent
that such cost would have constituted an Operating  Expense had such facilities,
equipment and employees  been located in or at the Building.  To the extent that
any  service or goods are  furnished  or supplied  to both the  Building  and an
Adjoining  Building pursuant to the same agreement or by the same facilities and
equipment,  Operating  Expenses  for  purposes of this Lease shall be limited to
that  portion  of  the  Operating  Expenses  which  is  properly  allocable,  in
Landlord's reasonable judgment, to the Building.

     (f) "Statement"  shall mean a statement  containing a comparison of (1) the
Taxes  payable for the Base Tax Year and the Taxes  payable  for any  Comparison
Year, or (2) the Base Operating  Expenses and the Operating Expenses payable for
any Comparison Year.

     (g) "Tax Year" shall mean the twelve  month period from 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).

                                       16
<PAGE>



     (h) "Taxes"  shall mean (i) all real estate taxes,  assessments,  including
assessments made as a result of the Building being within a business improvement
district,  and  other  governmental  levies,  impositions  or  charges,  whether
general, special, ordinary, extraordinary,  foreseen or unforeseen, which may be
assessed, levied or imposed upon all or any part of the Real Property and/or the
Building  and  (ii)  all  expenses  (including  reasonable  attorneys'  fees and
disbursements and experts' and other witnesses' fees) incurred in contesting any
of the foregoing or in connection  with any  application  for a reduction of the
Assessed  Valuation  of all or any part of the Real  Property  or for a judicial
review thereof (but in no event shall such expenses be included in Taxes payable
for the Base Tax Year).  Taxes  shall not  include  (x)  interest  or  penalties
incurred by Landlord as a result of Landlord's late payment of Taxes, except for
interest  payable in  connection  with the  installment  payment of  assessments
pursuant to the next  sentence or (y) franchise or net income taxes imposed upon
Landlord. If Landlord elects to pay any assessment in annual installments,  then
for the purposes of this Article 8, (A) such assessment  shall be deemed to have
been  so  divided  and to be  payable  in the  maximum  number  of  installments
permitted  by law,  and (B)  there  shall be deemed  included  in Taxes for each
Comparison Year the installments of such assessment becoming payable during such
Comparison  Year,  together with interest payable during such Comparison Year on
such installments and on all installments thereafter becoming due as provided by
law, all as if such  assessment had been so divided.  If at any time the methods
of taxation prevailing on the date hereof shall be altered so that in lieu of or
as an  addition  to the whole or any part of  Taxes,  there  shall be  assessed,
levied or imposed (1) a tax, assessment, levy, imposition or charge based on the
income  or rents  received  from the Real  Property  whether  or not  wholly  or
partially  as a  capital  levy  or  otherwise,  (2)  a  tax,  assessment,  levy,
imposition  or charge  measured  by or based in whole or in part upon all or any
part of the Real Property and imposed upon Landlord,  (3) a license fee measured
by the rents,  or (4) any other tax,  assessment,  levy,  imposition,  charge or
license fee however  described  or  imposed,  then all such taxes,  assessments,
levies, impositions,  charges or license fees or the part thereof so measured or
based  shall be deemed to be Taxes,  provided  that any tax,  assessment,  levy,
imposition  or  charge  imposed  on  income  from  the  Real  Property  shall be
calculated   as  if  the  Real   Property  were  the  only  asset  of  Landlord.
Notwithstanding  anything to the  contrary  contained  herein,  in the event any
Building Work causes an increase in the Assessed Valuation of the Real Property,
as separately identified on the applicable tax bill as a "physical increase" for
a  Comparison  Year up to the  2001/2002  Tax Year (to the  extent  not  already
included in the Base Tax Year), then the Base Taxes shall be increased solely as
a result of the increased assessment  attributable to such identifiable Building
Work  using the tax rates  otherwise  applicable  to the Base Tax Year (it being
agreed that  Landlord  shall not be required to refund any amount paid by Tenant
for prior Tax Years solely as a result of such adjustment).

     Section 8.2 (a) Tenant's Tax Payment. If the Taxes payable for any Tax Year
after the Base Tax Year  exceed the Base  Taxes,  Tenant  shall pay to  Landlord
Tenant's  Proportionate Share of such excess ("Tenant's Tax Payment").  Landlord
may furnish to Tenant,  prior to the  commencement  of each  Comparison  Year in
which  any  such  Tax Year

                                       17
<PAGE>

commences,  a Statement setting forth Landlord's reasonable estimate of Tenant's
Tax Payment for such Tax Year. Subject to the provisions of this Section 8.2(a),
Tenant  shall pay to  Landlord  on the first day of each  month  during any such
Comparison  Year  (and  on the  first  day of  each  month  thereafter  in  such
Comparison  Year) an amount equal to 1/12th of  Landlord's  estimate of Tenant's
Tax Payment for such Tax Year.  If Landlord  shall not furnish any such estimate
for  such  Comparison  Year or if  Landlord  shall  furnish  any  such  estimate
subsequent  to the  commencement  thereof,  then (x)  until the first day of the
month following the month in which such estimate is furnished to Tenant,  Tenant
shall pay to  Landlord  on the first  day of each  month an amount  equal to the
monthly sum payable by Tenant to Landlord under this Section 8.2(a) for the last
month of the preceding  Comparison Year; (y) after such estimate is furnished to
Tenant,  if the  installments  of Tenant's Tax Payment  previously made for such
Comparison  Year were  greater or less than the  installments  of  Tenant's  Tax
Payment  to be made in  accordance  with such  estimate,  then (1) if there is a
deficiency, Tenant shall pay the amount thereof to Landlord within 20 days after
such  estimate  is  furnished  to  Tenant,  or (2) if there  is an  overpayment,
Landlord shall credit such overpayment against subsequent  installments of Rent;
and (z) on the first day of the month following the month in which such estimate
is furnished to Tenant and monthly  thereafter  throughout such Comparison Year,
Tenant  shall pay to Landlord an amount  equal to 1/12th of Tenant's Tax Payment
shown on such estimate.  Landlord may, during each Comparison  Year,  furnish to
Tenant a revised  Statement of  Landlord's  estimate of Tenant's Tax Payment for
such Comparison Year, and in such case, Tenant's Tax Payment for such Comparison
Year shall be adjusted and any deficiencies  paid or overpayments  credited,  as
the case may be,  substantially  in the same manner as provided in the preceding
sentence.  After the end of each  Comparison  Year,  Landlord  shall  furnish to
Tenant a Statement of Taxes for such  Comparison  Year and (A) if such Statement
shall show that the sums so paid by Tenant were less than  Tenant's  Tax Payment
for such  Comparison  Year,  Tenant  shall pay to  Landlord  the  amount of such
deficiency  in  Tenant's  Tax  Payment  within 20 days after such  Statement  is
furnished to Tenant,  or (B) if such Statement  shall show that the sums so paid
by Tenant were more than Tenant's Tax Payment for such Comparison Year, Landlord
shall, at its election,  pay to Tenant such overpayment in Tenant's Tax Payments
or  credit  such   overpayment  in  Tenant's  Tax  Payment  against   subsequent
installments  of  Rent  payable  by  Tenant  and  if  any  such  credit  remains
outstanding as of the Expiration  Date,  Landlord will pay the amount thereof to
Tenant  within 30 days  thereafter.  If there shall be any increase in the Taxes
for any Comparison  Year,  whether during or after such  Comparison  Year, or if
there shall be any decrease in the Taxes for any Comparison  Year,  Tenant's Tax
Payment  for such  Comparison  Year  shall  be  appropriately  adjusted  and any
deficiencies paid or overpayments credited, as the case may be, substantially in
the same  manner as  provided  in the  preceding  sentence.  The  benefit of any
discount for any early  payment or  prepayment of Taxes and of any tax exemption
or  abatement  relating  to all or any part of the Real  Property  shall  accrue
solely  to  the  benefit  of  Landlord  and  Taxes  shall  be  computed  without
subtracting  such  discount  or  taking  into  account  any  such  exemption  or
abatement.

                                       18
<PAGE>


     (b) Taxes for each real estate tax fiscal year shall be  apportioned on the
basis of the number of days in such fiscal year included in any  particular  Tax
Year subsequent to the Base Tax Year for the purpose of making the  computations
under this Section.

     (c) Tenant  shall not (and  hereby  waives any and all rights it may now or
hereafter  have to) institute or maintain any action,  proceeding or application
in any court or other body having the power to fix or review assessed valuations
or tax  rates,  for the  purpose  of  reducing  Taxes.  The  filing  of any such
proceeding by Tenant without  Landlord's  consent shall be an immediate Event of
Default hereunder. If the Base Taxes are reduced, the Additional Rent previously
paid or payable on account of Tenant's Tax Payment  hereunder for all Comparison
Years shall be recomputed on the basis of such  reduction,  and Tenant shall pay
to Landlord, within 20 Business Days after being billed therefor, any deficiency
between  the amount of such  Additional  Rent  previously  computed  and paid by
Tenant to Landlord, and the amount due as a result of such recomputation. If the
Base Taxes are  increased,  then  Landlord  shall  either  pay to Tenant,  or at
Landlord's election,  credit against subsequent payments of Rent due, the amount
by which such Additional Rent previously paid on account of Tenant's Tax Payment
exceeds the amount actually due as a result of such  recomputation.  If Landlord
receives a refund or credit of Taxes for any  Comparison  Year,  Landlord  shall
recalculate Tenant's Tax Payment for the applicable periods (taking into account
the provisions of Section 8.2 (a)) and shall, as and when such refund payment or
credit is received,  at its election,  either pay to Tenant,  or credit  against
subsequent  payments  of  Rent  due  hereunder,  an  amount  equal  to  Tenant's
Proportionate  Share of the refund,  net of any expenses incurred by Landlord in
achieving such refund and  adjustments  to Tenant's Tax Payments  resulting from
such recalculation,  which amount shall not exceed Tenant's Tax Payment paid for
such Comparison Year. Landlord shall not be obligated to file any application or
institute any proceeding seeking a reduction in Taxes or the Assessed Valuation.

     (d) Tenant shall be obligated to make  Tenant's Tax Payment  regardless  of
whether  Tenant may be exempt from the payment of any taxes as the result of any
reduction,  abatement,  or  exemption  from  Taxes  granted  or agreed to by any
Governmental  Authority, or by reason of Tenant's diplomatic or other tax exempt
status.

     (e) If the Expiration Date shall occur on a date other than the last day of
a Tax Year, any Additional Rent payable by Tenant to Landlord under this Section
8.2 for the  Comparison  Year in which  such  Expiration  Date  occurs  shall be
apportioned  on the basis of the number of days in the period from such last day
to the Expiration Date shall bear to the total number of days in such Comparison
Year. In the event of the expiration or earlier  termination of this Lease,  any
Additional  Rent under this Section 8.2 shall be paid or adjusted within 30 days
after submission of the Statement.  In no event shall Fixed Rent ever be reduced
by operation of this Section 8.2.


                                       19
<PAGE>

     (f) Tenant shall be responsible  for any  applicable  occupancy or rent tax
now in effect or  hereafter  enacted  and,  if such tax is payable by  Landlord,
Tenant shall promptly pay such amounts to Landlord,  upon Landlord's  demand, as
Additional Rent.

     Section 8.3  Tenant's  Operating  Payment.  (a) If the  Operating  Expenses
payable for any Comparison Year exceed the Base Operating Expenses, Tenant shall
pay to Landlord,  as Additional Rent during each Comparison Year, for any period
from and after  January 1, 2001,  Tenant's  Proportionate  Share of such  excess
("Tenant's Operating Payment"). For each Comparison Year, Landlord shall furnish
to Tenant a written  statement  setting forth  Landlord's good faith  reasonable
estimate of Tenant's Operating Payment for such Comparison Year, based upon such
year's  budget.  Tenant  shall pay to  Landlord  on the first day of each  month
during  such  Comparison  Year an  amount  equal to  one-twelfth  of  Landlord's
estimate of Tenant's  Operating  Payment for such  Comparison  Year. If Landlord
does not  furnish  any such  estimate  for a  Comparison  Year  until  after the
commencement  thereof,  then (i) until the first day of the month  following the
month in which  such  estimate  is  furnished  to  Tenant,  Tenant  shall pay to
Landlord  on the first  day of each  month an amount  equal to the  monthly  sum
payable by Tenant to  Landlord  under this  Section 8.3 during the last month of
the preceding Comparison Year, (ii) promptly after such estimate is furnished to
Tenant or  together  therewith,  Landlord  shall give  notice to Tenant  stating
whether the installments of Tenant's  Operating Payment previously made for such
Comparison Year were greater or less than the installments of Tenant's Operating
Payment to be made for such  Comparison  Year in accordance  with such estimate,
and (A) if there  shall be a  deficiency,  Tenant  shall pay the amount  thereof
within  20 days  after  demand  therefor,  or (B) if there  shall  have  been an
overpayment,  Landlord shall, at its election,  pay to Tenant, or credit against
subsequent  payments of Rent due  hereunder,  the amount thereof and if any such
credit  remains  outstanding as of the  Expiration  Date,  Landlord will pay the
amount thereof to Tenant within 30 days  thereafter,  and (iii) on the first day
of the month  following the month in which such estimate is furnished to Tenant,
and on the first day of each month  thereafter  throughout the remainder of such
Comparison Year,  Tenant shall pay to Landlord an amount equal to one-twelfth of
Tenant's Operating Payment shown on such estimate.

     (b) Landlord shall furnish to Tenant a Statement of Operating  Expenses for
the immediately preceding Comparison Year. If such Statement shall show that the
sums paid by Tenant under Section 8.3(a)  exceeded the actual amount of Tenant's
Operating Payment for such Comparison Year, Landlord shall, at its election, pay
to Tenant,  or credit against  subsequent  payments of Rent due  hereunder,  the
amount of such  excess  and if any such  credit  remains  outstanding  as of the
Expiration  Date,  Landlord will pay the amount thereof to Tenant within 30 days
thereafter.  If the Statement for such  Comparison Year shall show that the sums
so paid by Tenant were less than Tenant's  Operating Payment for such Comparison
Year,  Tenant  shall pay the  amount  of such  deficiency  within 20 days  after
Tenant's receipt of such Statement.

                                       20
<PAGE>


     (c) If the  Expiration  Date shall occur on a date other than  December 31,
any Additional Rent under this Section 8.3 for the Comparison Year in which such
Expiration  Date shall occur shall be  apportioned on the basis of the number of
days in the period from January 1 to the Expiration Date. Upon the expiration or
earlier  termination  of this Lease,  any  Additional  Rent under this Article 8
shall be paid or adjusted within 30 days after  submission of the Statement.  In
no event shall Fixed Rent ever be reduced by operation of this Section 8.3.

     Section 8.4 Formula. The computations of Additional Rent under this Article
8 are intended to constitute a formula for an agreed rental  adjustment  and may
or may not constitute an actual  reimbursement to Landlord for Taxes,  costs and
expenses paid by Landlord with respect to the Building.

     Section 8.5  Non-Waiver;  Disputes.  (a)  Landlord's  failure to render any
Statement  on a timely  basis  with  respect  to any  Comparison  Year shall not
prejudice Landlord's right to thereafter render a Statement with respect to such
Comparison Year or any subsequent  Comparison Year, nor shall the rendering of a
Statement prejudice  Landlord's right to thereafter render a corrected Statement
for any  Comparison  Year unless such  failure  continues  for more than 3 years
after the expiration of the Comparison  Year in question to which such Statement
or corrected Statement relates.

     (b) Each Statement sent to Tenant shall be conclusively binding upon Tenant
unless Tenant  shall,  within 45 days after such  Statement is sent,  (i) pay to
Landlord the amount set forth in such Statement,  without  prejudice to Tenant's
right to dispute such Statement,  and (ii) request for review backup information
in respect of such  Statement.  Landlord shall provide backup  information  with
respect to Landlord's  Statement as shall  reasonably be necessary for Tenant to
confirm the accuracy  thereof and the proper  inclusion  of Operating  Expenses.
Tenant  agrees that Tenant will not  employ,  in  connection  with any review or
dispute under this Lease,  any person who is to be  compensated,  in whole or in
part, on a contingency fee basis. In connection with any such review or dispute,
Tenant  and  its  representatives  shall  execute  and  deliver  to  Landlord  a
confidentiality  agreement,  in form and substance  reasonably  satisfactory  to
Landlord,  whereby such parties  agree not to disclose to any third party any of
the information obtained in connection with such review, or the substance of any
admissions  or  stipulations  by any party in  connection  therewith,  or of any
resulting  reconciliation,  compromise or  settlement.  Each  Statement  sent to
Tenant shall be conclusively  binding upon Tenant unless Tenant shall, within 60
days after such  additional  backup  information  is provided to Tenant,  send a
written  notice to Landlord  objecting  to such  Statement  and  specifying  the
reasons for Tenant's claim that such Statement is incorrect.  If the parties are
unable to  resolve  any such  dispute  within 30 days  following  the  giving of
Tenant's  notice of  objection,  either  party  may  within  ten days  after the
expiration of such 30-day period refer the issues raised to an independent  firm
of certified public accountants selected by such party and reasonably acceptable
to the other  party,  and,  if the  parties  cannot  agree upon such a firm,  an
independent  firm of  certified  public  accountants  selected  by the

                                       21
<PAGE>

American  Arbitration  Association upon the application of either party, and the
decision of such  accountants  shall be  conclusively  binding upon Landlord and
Tenant.  Tenant  shall pay the fees and  expenses  relating to such  proceeding,
unless such accountants  shall determine that Landlord  overstated the Operating
Expenses by more than 5% for such  Comparison  Year, as finally  determined,  in
which case Landlord shall pay such fees and expenses. Except as provided in this
Section, Tenant shall have no right whatsoever to dispute by judicial process or
otherwise the accuracy of any Statement.

     Section  8.6 No  Reduction  in  Rent.  Anything  in this  Article  8 to the
contrary notwithstanding, under no circumstances shall any decrease in Operating
Expenses or Taxes in any Comparison  Year below the Base  Operating  Expenses or
Base Taxes,  as the case may be,  result in a reduction in the Fixed Rent or any
other component of Additional Rent payable hereunder.


                                    ARTICLE 9

                               REQUIREMENTS OF LAW

     Section 9.1 (a) Tenant's Compliance.  Tenant, at its expense,  shall comply
(or cause to be complied)  with all  Requirements  applicable  to the  Premises,
regardless of whether  imposed by their terms upon Landlord or Tenant,  provided
however,  that Tenant  shall not be  obligated  to comply  with any  Requirement
requiring any structural  alteration to the Premises  unless the  application of
such  Requirement  arises from (i)  Tenant's  manner of use or  occupancy of the
Premises (as distinguished  from the use or occupancy of the Premises for office
purposes generally),  (ii) any cause or condition created by or on behalf of any
Tenant Party  (including any  Alterations),  (iii) the breach of any of Tenant's
obligation under this Lease, or (iv) any Hazardous Materials having been brought
into the Building or affected by any Tenant Party.  All repairs and  alterations
to the  Premises,  required to be made by Tenant as provided  above to cause the
Premises to comply with any  Requirements  shall be made by Tenant,  at Tenant's
expense and in  compliance  with Article 5, if such repairs or  alterations  are
nonstructural,  do not adversely affect any Building  System,  do not affect the
exterior  windows of the  Premises  and do not involve the  performance  of work
outside of the Premises, or by Landlord, at Tenant's reasonable expense, if such
repairs or alterations are structural,  otherwise  affect any Building System or
the exterior  windows of the Premises or involve the performance of work outside
the  Premises.  If Tenant  obtains  knowledge  of any failure to comply with any
Requirements  applicable  to the  Premises,  Tenant shall give  Landlord  prompt
written notice thereof.

     (b) Hazardous Materials. Tenant shall not (i) cause or permit any Hazardous
Materials to be brought into the  Building,  (ii) cause or permit the storage or
use of Hazardous  Materials in any manner not permitted by any Requirements,  or
(iii) cause or permit the escape, disposal or release of any Hazardous Materials
within or in the  vicinity of the

                                       22
<PAGE>

Building.  Nothing  herein  shall  be  deemed  to  prevent  Tenant's  use of any
Hazardous  Materials  customarily  used in the  ordinary  course of office work,
provided  such use is in  accordance  with  all  Requirements.  Tenant  shall be
responsible, at its expense, for all matters directly or indirectly based, on or
arising or resulting from the actual or alleged presence of Hazardous  Materials
in the Premises or in the Building which is caused or permitted by Tenant or any
Tenant Party.  Tenant shall provide to Landlord copies of all  communications in
respect of the  Premises  received  by Tenant with  respect to any  Requirements
relating to Hazardous Materials, and/or any claims made in connection therewith.
Landlord or its agents may perform environmental  inspections of the Premises at
any  time.  The  covenants  contained  in  this  subsection  shall  survive  the
expiration or earlier termination of this Lease.

     (c)  Landlord's  Compliance.  Landlord  shall  comply  with (or cause to be
complied  with) all  Requirements  applicable to the Building  which are not the
obligation of Tenant, to the extent that non-compliance  would materially impair
Tenant's use and  occupancy of the Premises and Tenant's  ability to conduct its
business in the Premises for office use; and the cost thereof  shall be included
in Operating Expenses.

     (d)  Landlord's  Insurance.  Tenant shall not cause or permit any action or
condition  that would (i)  invalidate  or  conflict  with  Landlord's  insurance
policies, (ii) violate applicable rules,  regulations and guidelines of the Fire
Department,  Fire Insurance  Rating  Organization or any other authority  having
jurisdiction over the Building, (iii) cause an increase in the premiums for fire
insurance  then  covering  the  Building  over  that  payable  with  respect  to
comparable  first-class office buildings,  or (iv) result in insurance companies
of good  standing  refusing to insure the  Building or any  property  therein in
amounts and against  risks as  reasonably  determined  by Landlord.  If the fire
insurance  premiums  increase as a result of Tenant's failure to comply with the
provisions  of this Article,  Tenant shall  promptly cure such failure and shall
reimburse  Landlord,  as  Additional  Rent,  for the  increased  fire  insurance
premiums  paid by Landlord as a result of such failure by Tenant.  In any action
or proceeding to which Landlord and Tenant are parties,  a schedule or "make up"
of rates  for the  Building  or the  Premises  issued  by the  appropriate  Fire
Insurance Rating  Organization,  or other body fixing such fire insurance rates,
shall be conclusive  evidence of the fire insurance rates then applicable to the
Building.

     Section  9.2  Fire  Alarm  System;  Sprinkler.  Tenant  shall  install  and
thereafter  maintain  in good  order  and  repair a  sprinkler,  fire-alarm  and
life-safety  system in the  Premises,  if and to the extent  such system has not
been installed in the Premises prior to the Construction Period Start Date. Such
installation  and  maintenance  shall be performed by Tenant in accordance  with
this  Lease,  the  Rules  and  Regulations  and all  Requirements.  If the  Fire
Insurance Rating Organization or any Governmental Authority or any of Landlord's
insurers requires or recommends any modifications  and/or Alterations be made or
any additional  equipment be supplied in connection with the sprinkler system or
fire alarm and life-safety system serving the Building or the Premises by reason
of Tenant's business,  any Alteration performed by Tenant or the location of the
partitions,  trade fixtures, or other

                                       23
<PAGE>

contents  of the  Premises,  Landlord  (to  the  extent  such  modifications  or
Alterations  are   structural,   affect  any  Building  System  or  involve  the
performance  of work  outside of the  Premises)  or Tenant  (to the extent  such
modifications  or  Alterations  are  nonstructural,  do not affect any  Building
System and do not involve the  performance  of work outside the Premises)  shall
make  such  modifications   and/or  Alterations,   and  supply  such  additional
equipment, in either case at Tenant's expense.

     Section 9.3  Limitations  on Rent. If at any time during the Term by reason
of any  Requirement  the Rent is not fully  collectible,  Tenant shall take such
other steps (without additional expense to Tenant) as Landlord may request,  and
as may be legally  permissible,  to permit Landlord to collect the maximum rents
which may during the continuance of such restriction be legally permissible (but
not in excess of the Rent reserved  under this Lease).  Upon the  termination of
such restriction  during the Term, Tenant shall pay to Landlord,  in addition to
the Rent for the  period  following  such  termination  of the  restriction,  if
legally permissible,  the portion of Rent which would have been paid pursuant to
this  Lease  but for such  legal  restriction  less the Rent  paid by  Tenant to
Landlord while such restriction was in effect, together with interest thereon at
the Base Rate.

     Section 9.4 Contest of Requirements.  Tenant, at its expense,  may contest,
by appropriate proceedings prosecuted diligently and in good faith, the legality
or applicability of any Requirement affecting the Premises and with which Tenant
is obligated to comply at its expense pursuant to Section 9.1, provided that (i)
Landlord (or any Indemnitee)  shall not be subject to prosecution for any crime,
nor shall the  Building,  the Real  Property  or any part  thereof be subject to
being  imminently  condemned  or  vacated by reason of  non-compliance,  (ii) no
unsafe or hazardous  condition  relating to such contest or non-compliance  then
exists which remains  uncured,  (iii) such  non-compliance  or contest shall not
prevent  Landlord from  obtaining  any and all permits and licenses  required by
applicable  Requirements in connection  with the operation of the Building,  nor
shall the  certificate  of occupancy for the Building be suspended or threatened
in  writing  by  any  Governmental  Authority  to  be  suspended  by  reason  of
noncompliance or by reason of such contest, (iv) Tenant shall indemnify Landlord
(and any Indemnitee) against the cost of such compliance and liability resulting
from or incurred in  connection  with such contest or  non-compliance,  (v) such
non-compliance  or contest shall not constitute or result in a violation (either
with the  giving of notice or the  passage  of time or both) of the terms of any
Mortgage  or  Superior  Lease,  or if such  Superior  Lease  or  Mortgage  shall
condition such  noncompliance or contest upon the taking of action or furnishing
of security by Landlord,  such action shall be taken or such  security  shall be
furnished  at the  expense of Tenant,  and (vi)  Tenant  shall  promptly  notify
Landlord of such contest and keep Landlord regularly advised as to the status of
such  proceedings.  For the  purposes  of clause  (i)  above,  Landlord  (or any
Indemnitee)  shall be deemed subject to prosecution  for a crime if Landlord (or
any  Indemnitee),  a Lessor,  a Mortgagee or any of their  officers,  directors,
partners, shareholders,  agents or employees is charged with a crime of any kind
whatsoever by reason of such non-compliance unless such charges are withdrawn 10
days before Landlord (or any Indemnitee),  such Lessor or such Mortgagee or such
officer,

                                       24
<PAGE>

director,  partner,  shareholder,  agent or  employee,  as the  case may be,  is
required  to plead or answer  thereto.  Landlord  shall  execute  any  documents
reasonably  required by Tenant in order to permit Tenant effectively to carry on
any such contest permitted under this Section,  provided Landlord is not thereby
subjected to any cost or expense not reimbursed by Tenant.


                                   ARTICLE 10

                                  SUBORDINATION

     Section  10.1  Subordination  and  Attornment.  (a) This Lease and Tenant's
rights  hereunder  are subject and  subordinate  to all  Mortgages  and Superior
Leases,  and, at the request of any Mortgagee or Lessor,  Tenant shall attorn to
such  Mortgagee  or Lessor,  its  successors  in interest or any  purchaser in a
foreclosure sale.

     (b) If a Lessor or Mortgagee or any other person or entity
shall  succeed  to the rights of  Landlord  under this  Lease,  whether  through
possession or foreclosure action or the delivery of a new lease or deed, then at
the request of the successor landlord and upon such successor landlord's written
agreement to accept Tenant's attornment and to recognize Tenant's interest under
this  Lease,  Tenant  shall be deemed to have  attorned to and  recognized  such
successor  landlord as Landlord under this Lease. The provisions of this Article
are  self-operative  and require no further  instruments  to give effect hereto;
provided, however, that Tenant shall promptly execute and deliver any instrument
that  such  successor  landlord  may  reasonably  request  (x)  evidencing  such
attornment,  (y) setting forth the terms and conditions of Tenant's tenancy, and
(z)  containing  such other  terms and  conditions  as may be  required  by such
Mortgagee or Lessor, provided such terms and conditions do not increase Tenant's
obligations  other than to a de minimis extent or adversely affect the rights of
Tenant under this Lease other than to a de minimis extent.  Upon such attornment
this Lease  shall  continue in full force and effect as a direct  lease  between
such  successor  landlord  and  Tenant  upon all of the  terms,  conditions  and
covenants set forth in this Lease except that such successor  landlord shall not
be:

          (i) liable for any act or omission  of Landlord  (except to the extent
such act or omission is a default under this Lease and continues beyond the date
when such successor landlord succeeds to Landlord's  interest and Tenant gives
notice of such act or omission to such successor landlord);

          (ii)  subject to any  defense,  claim, counterclaim, set-off or offset
which Tenant may have against Landlord (except as provided in clause (i) above,
Section 4.2(c) and in Articles 13 and 14);

          (iii) bound by any  prepayment  of more than one month's  Rent to any
prior landlord;


                                       25
<PAGE>


          (iv) bound by any  obligation  to make any payment to Tenant which was
required to be made prior to the time such successor landlord succeeded to
Landlord's interest other than pursuant to Section 4.2;

          (v)bound by any obligation to perform any work or to make improvements
to the Premises except for (x) repairs and  maintenance  required to be made by
landlord under this Lease, and (y) repairs to the Premises as a result of damage
by fire or other casualty or a partial  condemnation  pursuant to the provisions
of this Lease, but only to the extent that such  repairs can  reasonably be made
from the net  proceeds of any insurance or condemnation awards, respectively,
actually made available to such successor landlord; or

          (vi)  bound by any  modification,  amendment  or renewal of this Lease
made without the consent of any Lessor or Mortgagee of which Tenant has been
provided notice (other than pursuant to the express provisions of Articles 37
and 38).

     Section 10.2 Mortgage or Superior Lease  Defaults.  Any Mortgagee may elect
that this Lease shall have  priority  over the Mortgage  that it holds and, upon
notification  to Tenant by such  Mortgagee,  this Lease  shall be deemed to have
priority over such Mortgage, regardless of the date of this Lease. In connection
with any financing of the Real Property,  the Building or of the interest of the
lessee  under  any  Superior  Lease,  Tenant  shall  consent  to any  reasonable
modifications of this Lease requested by any lending institution,  provided such
modifications do not increase the  obligations,  or adversely affect the rights,
of Tenant under this Lease other than to a de minimis extent in any case.

     Section 10.3 Tenant's Termination Right. Except as provided in Section13.3,
as long as any Superior Lease or Mortgage shall exist,  Tenant shall not seek to
terminate  this Lease by reason of any act or  omission  of  Landlord  (a) until
Tenant  shall have given  notice of such act or omission  to all Lessors  and/or
Mortgagees,  and (b)  until a  reasonable  period  of time  shall  have  elapsed
following  the  giving of  notice  of such  default  and the  expiration  of any
applicable  notice or grace periods  (unless such act or omission is not capable
of being remedied  within a reasonable  period of time) during which period such
Lessors and/or  Mortgagees shall have the right,  but not the obligation,  after
obtaining  possession  of the  Building  to  remedy  such  act or  omission  and
thereafter diligently proceed to so remedy such act or obligation. If any Lessor
or Mortgagee elects to remedy such act or omission of Landlord, Tenant shall not
seek to terminate  this Lease so long as such Lessor or Mortgagee is  proceeding
with reasonable diligence to effect such remedy.

     Section 10.4 Applicability.  The provisions of this Article shall (a) inure
to the  benefit  of  Landlord,  any  future  owner of the  Building  or the Real
Property,  any  Lessor or  Mortgagee  and any  sublessor  thereof  and (b) apply
notwithstanding  that,  as a matter of law,  this Lease may  terminate  upon the
termination of any Superior Lease or the foreclosure of any Mortgage.


                                       26
<PAGE>


     Section 10.5 Future Condominium Declaration. This Lease and Tenant's rights
hereunder  are  and  will  be  subject  and   subordinate  to  any   condominium
declaration,  by-laws and other instruments  (collectively,  the  "Declaration")
which may be recorded in order to subject the Building to a condominium  form of
ownership  pursuant  to  Article  9-B of the New York Real  Property  Law or any
successor statute,  provided that the Declaration does not by its terms increase
the Rent or increase Tenant's non-Rent  obligations under this Lease (other than
to a de minimis  extent) or adversely  affect  Tenant's  rights under this Lease
(other than to a de minimis extent). At Landlord's  request,  and subject to the
foregoing proviso, and provided Tenant shall receive a non-disturbance agreement
reasonably  satisfactory  to it,  Tenant will execute and deliver to Landlord an
amendment of this Lease confirming such  subordination  and modifying this Lease
to conform to such condominium regime.

     Section 10.6 Non-Disturbance Agreements. Landlord represents that there
is no Superior Lease and the only existing Mortgagee is Lehman Brothers Holdings
Inc. ("Lehman").  Landlord shall use reasonable efforts to obtain for Tenant, at
no cost to  Landlord,  the SNDA  referred to below.  If  Landlord  shall fail to
deliver to Tenant a  subordination  and  non-disturbance  agreement (the "SNDA")
from Lehman substantially in the form annexed hereto as Exhibit H within 60 days
following  execution  and delivery of this Lease by both  parties,  Tenant shall
have the right for 10 days after the  expiration of such 60-day period to cancel
this Lease by giving  Landlord  notice of such  election,  whereupon  this Lease
shall become null and void as of the date such notice is given, provided that if
Landlord  shall deliver the SNDA to Tenant within 10 days  following  receipt of
notice of cancellation  from Tenant,  this Lease shall continue and Tenant shall
have no right to cancel  it. If no notice is given  within  such  10-day  period
(time being of the essence),  then Tenant's  right to cancel this Lease shall be
deemed  waived.  As a condition to Tenant's  agreement  hereunder to subordinate
Tenant's  interest in this Lease to any future Mortgage or future Superior Lease
made between Landlord and any Mortgagee or Lessor,  as the case may be, Landlord
shall obtain from each such future  Mortgagee and Lessor,  as the case may be, a
subordination  and  non-disturbance  agreement in the standard form  customarily
employed  by such  Mortgagee  or  Lessor,  as the  case  may be.  Any  agreement
substantially  in the  form of a  subordination  and  non-disturbance  agreement
previously  executed  by Tenant in  connection  with this Lease  shall be deemed
satisfactory  to Tenant.  If Tenant  shall fail or refuse,  for any  reason,  to
execute and deliver to Landlord a subordination and non-disturbance agreement in
proper  form  within 10 days after  delivery  thereof to Tenant,  then  Tenant's
interest under this Lease shall be subordinate to the future  Mortgage or future
Superior Lease in question.


                                       27
<PAGE>

                                   ARTICLE 11

                                    SERVICES

     Section 11.1 Elevators.  Landlord, at its expense,  shall provide passenger
elevator service to the Premises at all times, and at least one freight elevator
serving the Premises  available upon Tenant's prior request,  on a non-exclusive
"first come,  first serve" basis with other  Building  tenants,  on all Business
Days from 8:00 a.m. to 4:30 p.m.

     Section 11.2 Heating, Ventilation and Air Conditioning.  (a) Landlord shall
furnish to the Premises heating,  ventilation and  air-conditioning  ("HVAC") in
accordance  with the  standards set forth in Exhibit E on all Business Days from
8:00 a.m. to 6:00 p.m. Landlord,  at its expense,  shall repair and maintain the
HVAC System in good working order,  provided repairs required as a result of the
negligence  or willful  misconduct of Tenant,  its agents or  employees,  shall,
subject to the  provisions of Section  12.2,  be performed at Tenant's  expense.
Landlord  shall have access to all  air-cooling,  fan,  ventilating  and machine
rooms and electrical closets and all other mechanical  installations of Landlord
(collectively,  "Mechanical  Installations"),  and  Tenant  shall not  construct
partitions or other  obstructions  which may interfere  with  Landlord's  access
thereto  or the  moving  of  Landlord's  equipment  to and from  the  Mechanical
Installations. Neither Tenant, nor its agents, employees or contractors shall at
any time enter the Mechanical Installations or tamper with, adjust, or otherwise
affect such Mechanical Installations.

     (b)  Landlord  shall not be  responsible  if the  normal  operation  of the
Building System providing HVAC to the Premises (the "HVAC System") shall fail to
provide  cooled  or  heated  air,  as the case may be,  in  accordance  with the
specifications  set  forth  in  Exhibit  E by  reason  of (i) any  machinery  or
equipment  installed by or on behalf of Tenant or any person claiming through or
under  Tenant,  which  shall have an  electrical  load in excess of the  average
electrical load and human occupancy factors for the HVAC System as designed,  as
the case may be, or (ii) any  rearrangement of partitioning or other Alterations
(including  the  Initial  Installations)  made or  performed  by or on behalf of
Tenant or any person claiming through or under Tenant.  Tenant shall install, if
missing,  blinds or shades on all  windows,  which  blinds and  shades  shall be
subject to Landlord's  approval,  and shall keep all of the operable  windows in
the Premises  closed,  and lower the blinds when necessary  because of the sun's
position,  whenever the HVAC System is in  operation  or when and as  reasonably
required  by any  Requirement.  Tenant at all times shall  cooperate  fully with
Landlord  and shall  abide by the  rules  and  regulations  which  Landlord  may
reasonably  prescribe  for the proper  functioning  and  protection  of the HVAC
System.

     Section 11.3 Overtime Freight Elevators and HVAC. The Rent does not reflect
or include  any  charge to Tenant for the  furnishing  of any  freight  elevator
service or HVAC to the Premises  during any periods other than for the hours and
days set forth in Sections 11.1 and 11.2 hereof ("Overtime  Periods").  Landlord
shall not be required  to furnish  any such


                                       28
<PAGE>

services  during  Overtime  Periods unless Tenant  delivers notice to Landlord's
property  management  office  serving the Building  requesting  such services at
least 24 hours prior to the time at which such services are to be provided,  but
Landlord  shall  use  reasonable  efforts  (without   obligation  to  incur  any
additional  cost) to arrange such service on such shorter notice as Tenant shall
provide.  If Landlord  furnishes freight elevator service to the Premises during
Overtime Periods, Tenant shall pay to Landlord Landlord's then established rates
for such service in the Building. If Landlord shall furnish HVAC to the Premises
during  Overtime  Periods,   Tenant  shall  pay  to  Landlord   Landlord's  then
established  rates per floor for such service in the Building,  which rate is on
the date of this Lease $150 per hour.  Notwithstanding  anything to the contrary
provided in this Article 11, on a single weekend  during which Tenant  initially
moves into the  Premises  for the  conduct of its  business,  upon 5 days' prior
notice from Tenant to Landlord,  Landlord shall make available to Tenant freight
elevator   service  in  accordance   with  Landlord's  then  current  rules  and
regulations applicable thereto from 8:00 p.m. on the "move-in" Friday until 7:00
p.m. on the following Sunday at no cost to Tenant.

     Section 11.4  Cleaning.  Landlord  shall cause the Premises  (excluding any
portions  thereof used for the storage,  preparation,  service or consumption of
food or  beverages,  as an  exhibition  area or  classroom,  for  storage,  as a
shipping room, mail room or similar purposes, for private bathrooms,  showers or
exercise facilities, as a trading floor, or primarily for operation of computer,
data processing, reproduction,  duplicating or similar equipment) to be cleaned,
substantially in accordance with the standards set forth in Exhibit F. Any areas
of the Premises requiring cleaning which Landlord is not required to clean under
this Section 11.4,  and any  additional  cleaning of any portion of the Premises
requested by Tenant shall be done at Tenant's expense,  by Landlord's  employees
or  Landlord's  contractor,  at rates which shall be  competitive  with rates of
other cleaning contractors providing services to first-class office buildings in
midtown  Manhattan.  Landlord and its cleaning  contractor and their  respective
employees  shall have access to the  Premises at all times  except  between 8:00
A.M. and 6:00 P.M. on Business Days.

     Section 11.5 Water.  Landlord, at Landlord's expense,  shall provide to the
Premises cold water for drinking, cleaning, dishwasher and lavatory purposes. If
Tenant requires or uses water or steam for any additional purposes, Landlord may
install a meter to measure the water or steam  furnished.  Tenant  shall pay the
cost of such  installation,  and for all  maintenance,  repairs and replacements
thereto,  and for the  reasonable  charges  of  Landlord  for the water or steam
furnished.  Tenant shall also pay Landlord's  reasonable charge for any required
pumping  or  heating  thereof,  and any sewer  rent,  tax  and/or  charge now or
hereafter assessed or imposed upon the Premises or the Real Property pursuant to
any Requirement. If any tax is imposed upon Landlord's receipts from the sale or
resale of water or steam to Tenant,  Tenant  shall  reimburse  Landlord for such
tax, if and to the extent permitted by law.

     Section 11.6 Refuse and Rubbish Removal.  Landlord shall provide refuse and
rubbish removal  services at the Premises for ordinary office refuse and rubbish
pursuant to

                                       29
<PAGE>

regulations  reasonably  established by Landlord.  Tenant shall pay to Landlord,
within 20 days after  delivery  of an invoice  therefor,  Landlord's  reasonable
charge  for such  removal  to the extent  that the  refuse  generated  by Tenant
exceeds the refuse and rubbish  customarily  generated by executive  and general
office tenants. Tenant shall not dispose of any refuse and rubbish in the public
areas of the  Building,  and if any Tenant Party does so, Tenant shall be liable
for Landlord's reasonable charge for such removal. Tenant shall cause all Tenant
Parties to observe  such  additional  rules and  regulations  regarding  rubbish
removal and/or recycling as Landlord may, from time to time, reasonably impose.

     Section 11.7 Condenser  Water.  Landlord shall provide  condenser  water in
connection with Tenant's independent supplemental  air-conditioning units, which
shall  not  exceed 10 tons in the  aggregate  and which  shall be  installed  in
accordance with the provisions of Article 5 hereof. Tenant shall pay Landlord an
annual charge for such condenser water at Landlord's then  established  rate for
condenser  water,  which charge is, on the date of this Lease,  $250 per ton and
which  charge  shall be  payable in equal  monthly  installments  together  with
Tenant's  payment  of Fixed  Rent and shall be  payable  whether  or not  Tenant
utilizes such amount of condenser water. If Tenant fails to utilize any quantity
of  condenser  water for two years or more,  Landlord  shall have the right upon
notice to Tenant to irrevocably  reduce the number of tons of condenser water to
which Tenant is entitled hereunder by the number of such unutilized tons (unless
Tenant notifies  Landlord within ten days after Tenant's  receipt of such notice
from Landlord that it anticipates  utilizing a portion or all of such unutilized
tons of condenser  water,  in which case  Landlord  shall only have the right to
reduce the number of tons of condenser water to which Tenant is then entitled by
such number as Tenant does not anticipate  utilizing),  provided,  however, that
Landlord shall have the right upon further notice to Tenant to reduce the number
of tons of  condenser  water to which  Tenant is then  entitled by any number of
tons of  condenser  water that Tenant has  reserved in its notice to Landlord if
Tenant fails to utilize any such  reserved  tons prior to the  expiration of the
cooling season (i.e., May 1 to September 30) next following  Tenant's receipt of
the first notice from Landlord), in which case Landlord shall only charge Tenant
for such lower number of tons of condenser  water.  In addition to the foregoing
charges  there shall be a one-time  "tap-in" fee equal to $1,500 per ton of unit
capacity,  payable within 20 days after  rendition of a bill therefor.  Landlord
shall  not be  liable  to Tenant  for any  failure  or  defect in the  supply or
character of condenser  water  supplied to Tenant by reason of any  Requirement,
act or omission of the public  service  company  serving the Building or for any
other  reason  not  attributable  to the  negligence  or willful  misconduct  of
Landlord, its agents, contractors and employees.

     Section 11.8 Service Interruptions.  Landlord reserves the right to suspend
any service  when  necessary,  by reason of  Unavoidable  Delays,  accidents  or
emergencies,  or for repairs,  alterations or improvements  which, in Landlord's
reasonable judgment,  are necessary or appropriate until such Unavoidable Delay,
accident or emergency  shall cease or such repairs,  alterations or improvements
are completed,  and Landlord shall not be liable to Tenant for any interruption,
curtailment or failure to supply services. Landlord shall use

                                       30
<PAGE>


reasonable  efforts to restore such service,  remedy such situation and minimize
any interference  with Tenant's  business,  provided that Landlord shall have no
obligation  to employ  contractors  or labor at  overtime  or other  premium pay
rates, or to incur any other overtime costs or additional  expenses  whatsoever.
Except as otherwise expressly provided in Section 11.9, the exercise of any such
right or the occurrence of any such failure by Landlord shall not (a) constitute
an actual or constructive  eviction,  in whole or in part, (b) entitle Tenant to
any  compensation,  abatement or diminution of Rent, (c) relieve Tenant from any
of its  obligations  under this Lease, or (d) impose any liability upon Landlord
by reason of inconvenience to Tenant, or interruption of Tenant's  business,  or
otherwise.

     Section  11.9 Rent  Abatement.  Notwithstanding  anything  to the  contrary
contained  in this  Lease,  if  Tenant is  unable  to use the  Premises  for the
ordinary  conduct of Tenant's  business due solely to (a) an  interruption of an
Essential Service (as hereinafter defined) resulting from Landlord's performance
of an  improvement  to the Building or (b)  Landlord's  breach of an  obligation
under this Lease to perform repairs or replacements  which results in Landlord's
failure to provide an Essential Service,  in each case other than as a result of
Unavoidable Delays, casualty or condemnation, and such condition continues for a
period in excess of 10  consecutive  Business Days after (i) Tenant  furnishes a
notice to Landlord (the "Abatement  Notice") stating that Tenant's  inability to
use the Premises is solely due to such condition,  (ii) Tenant does not actually
use or occupy the Premises  during such period for the  ordinary  conduct of its
business  and (iii) such  condition  has not  resulted  from the  negligence  or
misconduct  of any Tenant  Party,  then Fixed  Rent,  Tenant's  Tax  Payment and
Tenant's  Operating  Payment  shall be abated on a per diem basis for the period
commencing on the 11th Business Day after Tenant  delivers the Abatement  Notice
to  Landlord  and ending on the earlier of (x) the date  Tenant  reoccupies  any
portion  of  the  Premises,  and  (y)  the  date  on  which  such  condition  is
substantially remedied.  "Essential Service" shall mean a service which Landlord
is obligated  under this Lease to provide to Tenant which if not provided  shall
(1) effectively  deny access to the Premises,  (2) threaten the health or safety
of any  occupants  of the  Premises or (3) prevent the usage of more than 25% of
the Premises for the ordinary conduct of Tenant's business.

     Section 11.10 Access to Premises.  Subject to Unavoidable  Delay,  security
requirements, service interruptions, Rules and Regulations, and any other events
beyond Landlord's  control,  Tenant shall have access to the Premises 24 hours a
day, 7 days a week.


                                   ARTICLE 12

                INSURANCE; PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

         Section 12.1  Tenant's  Insurance.  (a) Tenant,  at its expense,  shall
obtain  and keep in full  force and  effect  during the Term and prior to having
access to the Premises:

                                       31
<PAGE>


          (i)  a  policy  of  commercial  general  liability   insurance  on  an
     occurrence basis against claims for personal injury,  death and/or property
     damage  occurring  in or about the  Premises or the  Building,  under which
     Tenant is named as the insured and Landlord, Landlord's managing agent, any
     Lessors,  any  Mortgagees and any other parties whose names shall have been
     furnished  by Landlord to Tenant from time to time are named as  additional
     insureds,   which  insurance  shall  provide   primary   coverage   without
     contribution  from any other  insurance  carried  by or for the  benefit of
     Landlord,  Landlord's  managing agent or any Lessors or Mortgagees named as
     additional  insureds,  and  Tenant  agrees  to  obtain  blanket  broad-form
     contractual  liability  coverage to insure its  indemnity  obligations  set
     forth in Article 32 hereof.  The  minimum  limits of  liability  shall be a
     combined  single limit with respect to each occurrence and in the aggregate
     in an amount of not less than $10,000,000; provided, however, that Landlord
     shall  during  the  Renewal  Term  retain  the right to  require  Tenant to
     increase  such  coverage,  from time to time,  to that amount of  insurance
     which in Landlord's  reasonable judgment is then being customarily required
     by landlords for similar office space in first-class  buildings in the City
     of New York.  Tenant  may  provide  such  insurance  coverage  as part of a
     blanket or  umbrella  policy,  which  includes  other  premises  of Tenant,
     provided  the  aggregate  limits of  insurance  coverage  required to be in
     effect for the  Premises  pursuant to the terms hereof shall not be reduced
     as a result of claims  made  against  other  premises or property of Tenant
     covered  under such  policies,  and such blanket or umbrella  polices shall
     comply with the terms hereof.  The deductible or self insured retention for
     such policy shall in no event exceed $10,000 per occurrence at any time. If
     the aggregate limit applying to the Premises is reduced by the payment of a
     claim or  establishment  of a reserve  equal to or greater  than 50% of the
     annual aggregate,  Tenant shall  immediately  arrange to have the aggregate
     limit restored by endorsement to the existing  policy or the purchase of an
     additional  insurance  policy unless,  in Landlord's  reasonable  judgment,
     Tenant maintains  sufficient  excess liability  insurance (with a drop down
     endorsement)  to satisfy the liability  requirements  of this Lease without
     the reinstatement of the aggregate limit;

          (ii)  insurance  against loss or damage by fire,  and such other risks
     and hazards as are insurable  under then  available  standard forms of "all
     risk" property insurance policies with extended coverage, insuring Tenant's
     Property,  and all  Specialty  Alterations  for the  full  insurable  value
     thereof or replacement cost value thereof,  having a reasonable  deductible
     amount, if any, as reasonably determined by Landlord;

          (iii)  during the  performance  of any  Alteration,  until  completion
     thereof, Builder's risk insurance on an "all risk" basis and on a completed
     value form including a Permission to Complete and Occupy  endorsement,  for
     full  replacement  value  covering the interest of Landlord and Tenant (and
     their  respective  contractors and  subcontractors),  any Mortgagee and any
     Lessor in all work  incorporated  in the  Building  and all  materials  and
     equipment in or about the Premises;

          (iv) Workers' Compensation Insurance, as required by law;


                                       32
<PAGE>


          (v) Business Interruption Insurance; and

          (vi) such other  insurance in such amounts as Landlord,  any Mortgagee
     and/or any Lessor may  reasonably  require from time to time,  and which is
     then  customarily  required  from office  tenants by owners of  first-class
     office buildings in Manhattan.

     (b) All insurance required to be carried by Tenant pursuant to the terms of
this Lease (i) shall  contain a provision  that (A) no act or omission of Tenant
other  than  intentional  acts  shall  affect  or limit  the  obligation  of the
insurance company to pay the amount of any loss sustained,  (B) the policy shall
not be  cancelled  nor shall any  material  change in coverage  be made  thereto
unless  Landlord,  Lessors and  Mortgagees of which Tenant has notice shall have
received 30 days' prior  notice of such  cancellation  or  material  change,  by
certified  mail,  return  receipt  requested,  and (C)  Tenant  shall be  solely
responsible  for the payment of all premiums  under such  policies and Landlord,
Lessors and  Mortgagees  shall have no obligation for the payment  thereof,  and
(ii) 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 Best's Rating of "A-"
and a "Financial Size Category" of at least "X" or, if such ratings are not then
in effect, the equivalent thereof or such other financial rating as Landlord may
at any time consider appropriate.

     (c) On or prior to the Construction Period Start Date, Tenant shall deliver
to Landlord  appropriate  policies of insurance or  certificates of insurance as
provided  below,  including  evidence of waivers of  subrogation  required to be
carried by each party  pursuant to this Article 12.  Evidence of each renewal or
replacement  of a policy  shall be  delivered  by Tenant to Landlord at least 10
days  prior  to the  expiration  of such  policy.  In lieu  of the  policies  of
insurance  required to be  delivered  to Landlord  pursuant to this Article (the
"Policies"),  Tenant may  deliver  to  Landlord a  certification  from  Tenant's
insurance  company  (on an  "Accord"  form  or  the  equivalent)  and a  related
endorsement  which shall be binding on  Tenant's  insurance  company,  and which
shall expressly provide that such  certification (i) conveys to Landlord and any
other  named  insured  and/or  additional   insureds  thereunder  (the  "Insured
Parties") all the rights and privileges  afforded under the applicable  Policies
as primary  insurance,  and (ii)  contains an  unconditional  obligation  of the
insurance  company to advise all Insured  Parties in writing by certified  mail,
return  receipt  requested,  at least 30 days in advance of any  termination  or
change to the  applicable  Policies that would affect the interest of any of the
Insured Parties.

     Section 12.2 Waiver of Subrogation.  Landlord and Tenant shall each procure
an appropriate  clause in or endorsement to any property  insurance covering the
Premises,  the Building and personal  property,  fixtures and equipment  located
therein, wherein the insurance companies shall waive subrogation or consent to a
waiver of right of recovery, and, notwithstanding any provision of this Lease to
the  contrary,  Landlord  and  Tenant  agree to


                                       33
<PAGE>

release,  not to 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
and other hazards to the extent covered by such property insurance regardless of
the amount of any  self-insurance  or deductible;  provided,  however,  that the
release,  discharge,  exoneration and covenant not to sue contained herein shall
be limited by and  coextensive  with the terms and  provisions  of the waiver of
subrogation or waiver of right of recovery.

     Section 12.3 Landlord's Insurance. Landlord shall keep the Building insured
against  damage and  destruction  by fire,  vandalism,  and other  perils in the
amount  of the  full  replacement  value  of the  Building  (as  determined  for
insurance  purposes)  as the  value may exist  from time to time,  exclusive  of
foundations  and  footings,  or such lesser  amount as will avoid  co-insurance.
Landlord  shall  maintain   contractual  and  comprehensive   general  liability
insurance,  including bodily injury and property damage, with a minimum combined
single limit of liability of $1,000,000 for bodily injury or death of any person
occurring in or about the Building and $3,000,000 for injury,  death, or damages
resulting  to more than one person in any one  occurrence.  Notwithstanding  the
foregoing,  in the event Landlord is an institutional  owner,  then Landlord may
elect to  self-insure  with respect to the insurance  coverages  required by the
terms of this Section 12.3.  Tenant  acknowledges  that Landlord shall not carry
insurance  on, and shall not be  responsible  for,  (a) damage to any  Specialty
Alterations,  (b) Tenant's Property,  and (c) any loss suffered by Tenant due to
interruption of Tenant's business.


                                   ARTICLE 13

                        DESTRUCTION - FIRE OR OTHER CAUSE

     Section  13.1  Restoration.  If the  Premises  are damaged by fire or other
casualty,  or if the  Building  is  damaged  such  that  Tenant is  deprived  of
reasonable access to the Premises,  Tenant shall give prompt notice to Landlord,
and the damage shall be repaired by Landlord,  at its expense,  to substantially
the condition of the Premises prior to the damage,  subject to the provisions of
any Mortgage or Superior Lease,  but Landlord shall have no obligation to repair
or restore (a) Tenant's  Property or (b) any Specialty  Alterations.  Until such
time as (x) the restoration of the Premises is Substantially  Completed or would
have been  Substantially  Completed but for Tenant Delay, (y) Landlord  notifies
Tenant of same and (z) Landlord  provides  Tenant access to the Premises,  Fixed
Rent,  Tenant's Tax Payment and Tenant's  Operating  Payment shall be reduced in
the  proportion  by which the area of the part of the  Premises  (excluding  any
portion  thereof  used   principally  for  storage)  which  is  not  usable  (or
accessible)  and is not used by Tenant  bears to the total area of the  Premises
(excluding any such portion).

     Section 13.2 Landlord's Termination Right.  Notwithstanding anything to the
contrary  contained  in Section  13.1,  if the  Building  is so damaged  that in
Landlord's opinion,

                                       34
<PAGE>

substantial  alteration,  demolition,  or  reconstruction  of  the  Building  is
required (whether or not the Premises are so damaged or rendered  untenantable),
then in such event,  Landlord may, not later than 60 days  following the date of
the damage, give Tenant a notice terminating this Lease,  provided that Landlord
may not terminate this Lease unless Landlord similarly  terminates the leases of
other office tenants in the Building  aggregating at least either (a) 33% of the
portion of the Building  occupied for office purposes  immediately prior to such
damage or (b) 50% of the rentable  area of the Building  located in the elevator
bank servicing the Premises. If this Lease is so terminated,  (i) the Term shall
expire  upon the date set forth in  Landlord's  notice,  which shall not be less
than 30 days after such notice is given,  and Tenant  shall  vacate the Premises
and  surrender  the same to  Landlord  no later  than the date set  forth in the
notice,  (ii)  Tenant's  liability  for Rent  shall  cease as of the date of the
damage,  and (iii) any prepaid  Rent for any period after the date of the damage
shall be refunded by Landlord to Tenant and the Security  Deposit,  if any, then
held by Landlord shall be refunded to Tenant,  provided there is then no default
under this Lease.

     Section 13.3 Tenant's  Termination  Right.  (a) If the Premises are totally
damaged and are thereby rendered wholly  untenantable,  or if the Building shall
be so damaged that Tenant is deprived of reasonable access to the Premises,  and
if  Landlord  elects to restore the  Premises,  Landlord  shall,  within 60 days
following the date of the damage,  cause a contractor  or architect  selected by
Landlord  to give  notice  (the  "Restoration  Notice") to Tenant of the date by
which such  contractor or architect  estimates the  restoration  of the Premises
shall be  Substantially  Completed.  If such date, as set forth the  Restoration
Notice,  is more than 15 months from the date of such damage,  then Tenant shall
have the right to  terminate  this  Lease by  giving  notice  (the  "Termination
Notice") to Landlord not later than 30 days  following  Tenant's  receipt of the
Restoration  Notice. If Tenant delivers to Landlord a Termination  Notice,  this
Lease  shall be deemed to have  terminated  as of the date of the  giving of the
Termination  Notice,  in the manner set forth in the second  sentence of Section
13.2.

     (b) If Tenant shall not have elected to, or was not entitled to,  terminate
this  Lease in  accordance  with  Section  13.3(a)  and  Landlord  shall fail to
Substantially  Complete its restoration  work on or before the later to occur of
15 months  after the date of such  damage or 60 days  after the date upon  which
Landlord's   contractor   estimated  such  restoration  would  be  Substantially
Completed,  in either case,  subject to extension  (not to exceed 90 days in the
aggregate) for delays due to Unavoidable  Delays,  Tenant may elect, as its sole
remedy,  to  terminate  this Lease  upon 30 days  notice to  Landlord  given not
earlier  than the last day of the period  specified  above,  and if Tenant shall
give such a notice  this Lease shall  terminate  on the 30th day  following  the
giving of such notice unless  Landlord  shall have  Substantially  Completed its
reconstruction  work by such 30th day.  If  Landlord  shall  have  Substantially
Completed its  restoration  work within such 30-day period,  Tenant's  notice of
termination shall be null and void and this Lease shall remain in full force and
effect.

                                       35
<PAGE>

     Section  13.4 Final 12 Months.  Notwithstanding  anything  set forth to the
contrary in this Article 13, in the event that any damage rendering the Premises
wholly  untenantable  occurs during the final 12 months of the Term (taking into
account any exercise by Tenant of any renewal  option then available to Tenant),
either  Landlord or Tenant may terminate this Lease by notice to the other party
within 30 days after the  occurrence  of such damage and this Lease shall expire
on the 30th day after the date of such  notice.  For  purposes  of this  Section
13.4,  the Premises shall be deemed wholly  untenantable  if due to such damage,
Tenant  shall be  precluded  from  using more than 50% of the  Premises  for the
conduct  of its  business  and  Tenant's  inability  to so use the  Premises  is
reasonably expected to continue until at least the earlier of the (a) Expiration
Date and (b) the 90th day after the date when such damage occurs.

     Section  13.5  Waiver  of  Real  Property  Law ss.  227.  This  Article  13
constitutes an express agreement  governing any case of damage or destruction of
the Premises or the Building by fire or other  casualty,  and Section 227 of the
Real Property Law of the State of New York,  which provides for such contingency
in the  absence of an express  agreement,  and any other law of like  nature and
purpose now or hereafter in force, shall have no application in any such case.

     Section  13.6  Landlord's  Liability.  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
any of the Indemnitees  shall be liable for any damage to such property,  or for
the loss of or damage to any property of Tenant by theft or  otherwise.  None of
the Indemnitees  shall be liable for any injury or damage to persons or property
or interruption of Tenant's business resulting from fire or other casualty,  any
damage caused by other tenants or persons in the Building or by  construction of
any private,  public or quasi-public  work, or any latent defect in the Premises
or in the Building (except that Landlord shall be required to repair the same to
the extent  provided in Article 7). No penalty shall accrue for delays which may
arise by reason of  adjustment  of fire  insurance  on the part of  Landlord  or
Tenant,  or Unavoidable  Delays, in connection with any repair or restoration of
any portion of the Premises or of the Building.  Landlord  shall use  reasonable
efforts to minimize interference with Tenant's use and occupancy of the Premises
during the  performance of any such repair or  restoration,  provided,  however,
that  Landlord  shall  have no  obligation  to  employ  contractors  or labor at
overtime  or other  premium  pay rates or to incur any other  overtime  costs or
additional  expenses  whatsoever.  Nothing in this Section 13.6 shall affect any
right of Landlord to be indemnified by Tenant under Article 32 for payments made
to compensate for losses of third parties.

     Section  13.7  Windows.  If at any time any  windows  of the  Premises  are
temporarily closed, darkened or covered over by reason of repairs,  maintenance,
alterations  or  improvements  to  the  Building,  or any of  such  windows  are
permanently  closed,  darkened or covered over due to any Requirement,  Landlord
shall not be liable for any damage  Tenant may sustain  and Tenant  shall not be
entitled  to any  compensation  or  abatement  of any  Rent,

                                       36
<PAGE>

nor shall the same release Tenant from its  obligations  hereunder or constitute
an actual or constructive eviction.


                                   ARTICLE 14

                                 EMINENT DOMAIN

     Section 14.1 (a) Total Taking. If all or substantially all of the Premises,
the Building or the Real Property  shall be acquired or condemned for any public
or quasi-public purpose, this Lease shall terminate and the Term shall end as of
the date of the vesting of title,  with the same effect as if such date were the
Expiration Date, and Rent shall be prorated and adjusted as of such date.

                  (b)  Partial  Taking.  If  only a part  of the  Premises,  the
Building or the Real Property shall be acquired or condemned, this Lease and the
Term shall  continue in full force and effect,  provided that from and after the
date of the vesting of title,  the Fixed Rent,  Tenant's Tax  Payment,  Tenant's
Operating Payment and Tenant's  Proportionate Share shall be modified to reflect
the  reduction  of  the  Premises  and/or  the  Building  as a  result  of  such
acquisition or condemnation.

                  (c) Landlord's  Termination Right. Whether or not the Premises
are  affected,  Landlord may give to Tenant,  within 60 days  following the date
upon which Landlord receives notice that all or a portion of the Building or the
Real Property has been acquired or condemned,  a notice of  termination  of this
Lease,  provided that Landlord elects to terminate leases (including this Lease)
affecting at least  either (i) 33% of the portion of the  Building  occupied for
office purposes  immediately  prior to such  acquisition or condemnation or (ii)
50% of the rentable area of the Building  (excluding any rentable area leased by
Landlord or its Affiliates) located in the elevator bank servicing the Premises.

                  (d) Tenant's Termination Right. If the part of the Building or
the Real Property so acquired or condemned  contains a  substantial  part 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 may terminate this
Lease by notice to Landlord  given within 60 days  following the date upon which
Tenant  received  notice  of such  acquisition  or  condemnation.  If  Tenant so
notifies Landlord,  this Lease shall terminate and the Term shall end and expire
upon the date set forth in the notice, which date shall not be more than 30 days
following  the  giving of such  notice.  If a part of the  Premises  shall be so
acquired or  condemned  and this Lease and the Term shall not be  terminated  in
accordance with this Section 14.1, Landlord,  at Landlord's expense, but without
requiring Landlord to spend more than it collects as an award, shall, subject to
the  provisions  of any  Mortgage or Superior  Lease,  restore  that part of the
Premises  not  so  acquired  or  condemned  to  a  self-contained   rental  unit
substantially

37
<PAGE>

equivalent (with respect to character, quality, appearance and services) to that
which existed  immediately prior to such acquisition or condemnation,  excluding
Tenant's Property and/or Specialty Alterations.

                  (e)  Apportionment of Rent. Upon any termination of this Lease
pursuant to the provisions of this Article 14, Fixed Rent and payments for Taxes
and Operating Expenses shall be apportioned as of, and shall be paid or refunded
up to and including, the date of such termination.

                  (f)  Applicability.  The  provisions of Sections 14.1 and 14.2
shall not apply to any  acquisition  or  condemnation  of all or any part of the
Premises for a period of 12 months or less.

     Section 14.2 Awards.  Upon any  acquisition or  condemnation  of all or any
part of the Real Property,  Landlord shall receive the entire award for any such
acquisition or condemnation,  and Tenant shall have no claim against Landlord or
the  condemning  authority for the value of any  unexpired  portion of the Term,
Tenant's Alterations or improvements;  and Tenant hereby assigns to Landlord all
of its right in and to such award. Nothing contained in this Article 14 shall be
deemed to  prevent  Tenant  from  making a  separate  claim in any  condemnation
proceedings for the then value of any Tenant's Property or Specialty  Alteration
included in such taking and for any moving expenses,  provided any such award is
in  addition  to,  and does not  result in a  reduction  of,  the award  made to
Landlord.

     Section 14.3 Temporary  Taking.  Notwithstanding  the provisions of Section
14.1,  if all or any part of the Premises is acquired or  condemned  temporarily
for a period of 12 months or less during the Term for any public or quasi-public
use or purpose,  Tenant shall give prompt  notice to Landlord and the Term shall
not be reduced or affected in any way and Tenant shall  continue to pay all Rent
payable by Tenant without reduction or abatement and to perform all of its other
obligations  under this Lease,  except to the extent  prevented from doing so by
the condemning  authority,  and Tenant shall be entitled to receive any award or
payment  from the  condemning  authority  for such  use,  which  award  shall be
received,  held and  applied by Tenant as a trust  fund for  payment of the Rent
falling due,  provided that if the  acquisition or  condemnation is for a period
extending beyond the Term, such award shall be apportioned  between Landlord and
Tenant and  Landlord  shall  receive the  portion of such award  relating to the
period after the Term. If the  acquisition or condemnation of all or any part of
the Premises is for a period of more than 12 months,  the provisions of Sections
14.1 and 14.2 shall apply.

                                       38
<PAGE>



                                   ARTICLE 15

                           ASSIGNMENT AND SUBLETTING

     Section 15.1 (a) No Assignment or Subletting. Except as expressly set forth
herein,  Tenant  shall not assign,  mortgage,  pledge,  encumber,  or  otherwise
transfer  this Lease,  whether by operation of law or  otherwise,  and shall not
sublet (or underlet),  or permit,  or suffer the Premises or any part thereof to
be used or occupied by others  (whether for desk space,  mailing  privileges  or
otherwise),  without Landlord's prior consent in each instance.  Any assignment,
sublease,  mortgage,  pledge,  encumbrance or transfer in  contravention  of the
provisions of this Article 15 shall be void.

                  (b) Collection of Rent. If, without Landlord's  consent,  this
Lease is  assigned,  or any part of the Premises is sublet or occupied by anyone
other than Tenant or this Lease or the  Premises or any of Tenant's  Property is
encumbered  (by operation of law or  otherwise),  Landlord may collect rent from
the assignee,  subtenant or occupant,  and apply the net amount collected to the
Rent herein  reserved.  No such  collection  of rent shall be deemed to be (i) a
waiver of the provisions of this Article 15, (ii) an acceptance of the assignee,
subtenant  or  occupant  as  tenant,  or  (iii) a  release  of  Tenant  from the
performance of Tenant's  covenants  hereunder.  Tenant shall remain fully liable
for the obligations under this Lease.

                  (c) Further  Assignment/Subletting.  Landlord's consent to any
assignment or subletting  shall not relieve Tenant from the obligation to obtain
Landlord's express consent to any further assignment or subletting.  In no event
shall any permitted  subtenant assign or encumber its sublease or further sublet
any portion of its sublet  space,  or otherwise  suffer or permit any portion of
the sublet space to be used or occupied by others  without the prior  consent of
Landlord,  which  consent,  with  respect  to  one  further  subletting  by  the
subtenant,  shall be granted or  withheld by  Landlord  in  accordance  with the
requirements of this Article 15.

     Section 15.2 Tenant's Notice. (a) If Tenant desires to assign this Lease or
sublet all or any portion of the  Premises,  Tenant  shall give  notice  thereof
("Tenant's  A/S Notice") to  Landlord,  which shall be  accompanied  by (i) with
respect to an assignment of this Lease,  the date Tenant  desires the assignment
to be  effective,  and (ii)  with  respect  to a sublet  of all or a part of the
Premises,  (A) the  material  business  terms on which  Tenant would sublet such
premises,  and (B) a  description  of the portion of the  Premises to be sublet.
Such notice  shall be deemed an offer from Tenant to Landlord  whereby  Landlord
(or Landlord's  designee) shall be granted the right, at Landlord's  option, (1)
to  terminate  this Lease  with  respect  to such  space as Tenant  proposes  to
sublease, provided the term of the proposed sublease expires less than 18 months
before the Expiration Date, upon the terms and conditions hereinafter set forth,
or  (2) if  the  proposed  transaction  is an  assignment  of  this  Lease  or a
subletting of 75% or more of the rentable  square  footage of the  Premises,  to
terminate  this

                                       39
<PAGE>

Lease with  respect to the entire  Premises.  Such  option may be  exercised  by
notice  from  Landlord  to Tenant  within 30 days  after  Landlord's  receipt of
Tenant's notice.

                  (b) Notwithstanding any provision contained in this Article 15
to the  contrary,  Tenant  named  herein shall have the right prior to the first
anniversary of the Rent  Commencement Date to sublet one or more portions of the
Premises not to exceed 7,500  rentable  square feet in the aggregate  (the "Free
Sublet  Space"),  in each  case,  without  any  obligation  to  comply  with the
provisions of Section 15.2(a). Such subleases by Tenant (i) shall not be subject
to  Landlord's  right to terminate  this Lease  pursuant to Section 15.3 hereof,
(ii) shall be subject to Landlord's  consent under Section 15.4, and (iii) shall
not be subject to the  provisions of Section 15.7 for rent payable in respect of
the first 5 years of any such sublease.

     Section 15.3 Landlord's  Termination.  If Landlord  exercises its option to
terminate  all or a portion of this Lease  pursuant  to Section  15.2:  (a) this
Lease shall end and expire with respect to all or a portion of the Premises,  as
the case may be, on the date that such  assignment  or sublease was to commence,
(b) Fixed Rent and Tenant's  payments for Taxes and Operating  Expenses shall be
apportioned,  paid or refunded  as of such date,  (c)  Tenant,  upon  Landlord's
request,  shall enter into an amendment of this Lease  ratifying and  confirming
such  total  or  partial   termination,   and  setting  forth  any   appropriate
modifications to the terms and provisions  hereof, (d) Landlord shall be free to
lease the Premises  (or any part  thereof) to Tenant's  prospective  assignee or
subtenant,  (e) if this  Lease  shall  end  with  respect  to a  portion  of the
Premises,  Tenant  shall,  at Tenant's sole cost and expense  (unless  otherwise
provided  in  Tenant's  A/S  Notice),  separately  demise  such  portion  of the
Premises,  and make available all utility services so as to make such portion of
the  Premises a  self-contained  rental  unit  satisfactory  in all  respects to
Landlord and in compliance with all  Requirements  and (f) Landlord shall return
to Tenant  the  Security  Deposit  or the  Letter of Credit (or in the case of a
partial termination,  a pro rata portion thereof) then held by Landlord provided
there is then no default under this Lease.

     Section 15.4 Conditions to Assignment/Subletting.  (a) If Landlord does not
exercise any of Landlord's  options  provided  under Section 15.2,  and provided
that no Event  of  Default  then  exists,  Landlord's  consent  to the  proposed
assignment or subletting  shall not be  unreasonably  withheld or delayed.  Such
consent  shall be granted or  denied,  as the case may be,  within 30 days after
Landlord's receipt of (i) a true and complete statement reasonably detailing the
identity of the proposed  assignee or subtenant,  the nature of its business and
its  proposed  use of the  Premises,  (ii) current  financial  information  with
respect  to the  proposed  assignee  or  subtenant,  including  its most  recent
financial  statements,  and (iii) any other information  Landlord may reasonably
request, provided that:

          (A) in  Landlord's  reasonable  judgment,  the  proposed  assignee  or
     subtenant  is engaged in a business or activity,  and the Premises  will be
     used in a manner,  which (1) is in keeping  with the then  standards of the
     Building, (2) limits the use of the Premises to the Permitted Uses, and (3)
     does not violate any  restrictions set forth in this Lease, any Mortgage or
     Superior Lease or any negative  covenant as to use of the Premises required
     by any other lease in the Building;

          (B) the proposed assignee or subtenant is a reputable Person or entity
     of good character  with  sufficient  financial  means to perform all of its
     obligations  under  this  Lease or the  sublease,  as the case may be,  and
     Landlord has been furnished with reasonable proof thereof,  and Landlord or
     any Affiliate of Landlord is not litigating  against or has been threatened
     with  litigation by such proposed  assignee of subtenant or its  Affiliates
     within the prior 6 months;

          (C) if Landlord has, or  reasonably  expects to have within six months
     thereafter,  comparable  space  available  in the  Building or an Adjoining
     Building,  neither the proposed  assignee or subtenant nor any Affiliate of
     the proposed assignee or subtenant is then an occupant of the Building;

          (D) the  proposed  assignee or subtenant is not a Person or entity (or
     Affiliate of a Person or entity) with whom Landlord or Landlord's  Agent is
     then,  or has been within the prior six months,  negotiating  in connection
     with the rental of space in the Building or an Adjoining Building;

          (E) the form of the  proposed  sublease or  instrument  of  assignment
     shall be  reasonably  satisfactory  to Landlord  and shall  comply with the
     provisions of this Article 15;

          (F) there  shall be not more  than 3  occupants  in each  floor of the
     Premises  (excluding  other tenants in the Building outside of the Premises
     on any such floor);

          (G) Tenant shall, upon demand,  reimburse  Landlord for all reasonable
     out-of-pocket  expenses  incurred  by  Landlord  in  connection  with  such
     assignment   or  sublease,   including   any   investigations   as  to  the
     acceptability  of the proposed  assignee or subtenant,  reviewing any plans
     and  specifications  for  Alterations  proposed  to be made  in  connection
     therewith,  and all legal costs reasonably  incurred in connection with the
     granting of any requested consent, which costs and expenses, subject to the
     provisions of Section 5.6, shall not exceed $5,000.

          (H) Tenant has not and shall not  publicize  the  availability  of the
     Premises or list the Premises to be sublet or assigned with a broker, agent
     or other entity or otherwise  offer the Premises for subletting in any case
     at a rental rate of less than the rent at which  Landlord is then  offering
     to rent other space in the Building but the foregoing  provision  shall not
     be deemed to prohibit Tenant from responding to brokers'  solicitations and
     any other inquiries  regarding the proposed rental rate or

                                       41
<PAGE>


     from negotiating a sublease at a lesser rate of rent and consummating the
     same insofar as it may be permitted under the provisions of this
     Article 15;

          (I) if the proposed subtenant or assignee is an entity organized under
     the laws of any  jurisdiction  other  than the  United  States or any state
     thereof, or is not a United States citizen,  if an individual,  such Person
     shall waive any immunity to which it may entitled,  and shall be subject to
     the service of process in, and the  jurisdiction of the courts of, the City
     and State of New York; and

          (J) in  Landlord's  reasonable  judgment,  the  proposed  assignee  or
     subtenant shall not be of a type or character,  or engaged in a business or
     activity,  or owned or controlled by or identified  with any entity,  which
     may  result in  protests  or civil  disorders  or  commotions  at, or other
     disruptions of the normal business activities in, the Building.

     (b) With respect to each and every subletting and/or assignment  authorized
by Landlord under the provisions of this Lease, it is further agreed that:

          (i)  the  form  of  the  proposed  assignment  or  sublease  shall  be
     reasonably satisfactory to Landlord and shall comply with the provisions of
     this Article;

          (ii) no sublease  shall be for a term ending  later than one day prior
     to the Expiration Date of this Lease;

          (iii) no subtenant  shall take  possession of any part of the Premises
     until an  executed  counterpart  of such  sublease  has been  delivered  to
     Landlord and approved by Landlord as provided in Section 15.4(a);

          (iv) if an  Event of  Default  shall  occur  at any time  prior to the
     effective date of such assignment or subletting,  then  Landlord's  consent
     thereto, if previously granted, shall be immediately deemed revoked without
     further notice to Tenant,  and if such assignment or subletting  would have
     been permitted  without  Landlord's  consent pursuant to Section 15.8, such
     permission  shall be void and without force and effect,  and in either such
     case, any such assignment or subletting shall constitute a further Event of
     Default hereunder; and

          (v) each sublease  shall be subject and  subordinate to this Lease and
     to the matters to which this Lease is or shall be subordinate, it being the
     intention  of Landlord and Tenant that Tenant shall assume and be liable to
     Landlord for any and all acts and  omissions of all  subtenants  and anyone
     claiming under or through any subtenants  which, if performed or omitted by
     Tenant,  would be a default under this Lease; and Tenant and each subtenant
     shall be deemed to have  agreed  that upon the  occurrence  and  during the
     continuation of an Event of Default  hereunder,  Tenant has

                                       42
<PAGE>


     hereby assigned to Landlord,  and Landlord may, at its option,  accept such
     assignment of, all right, title and interest of Tenant as sublandlord under
     such  sublease,  together with all  modifications,  extensions and renewals
     thereof then in effect,  and such subtenant shall, at Landlord's option and
     upon  notice  from  Landlord,  attorn  to  Landlord  pursuant  to the  then
     executory  provisions  of this Lease other than the monetary  terms of this
     Lease,  which  monetary  terms  shall  be  governed  by the  terms  of such
     sublease, except that Landlord shall not be (A) liable for any previous act
     or omission of Tenant under such sublease, (B) subject to any counterclaim,
     offset or defense,  which  theretofore  accrued to such  subtenant  against
     Tenant,  (C)  bound  by any  previous  modification  of such  sublease  not
     consented to by  Landlord,  or by any  prepayment  of more than one month's
     rent and  additional  rent under such  sublease,  (D) bound to return  such
     subtenant's  security  deposit,  if any, except to the extent that Landlord
     shall receive actual possession of such deposit and such subtenant shall be
     entitled  to the  return of all or any  portion of such  deposit  under the
     terms of its sublease, or (E) obligated to make any payment to or on behalf
     of such  subtenant,  or to perform any work in the  subleased  space or the
     Building,  or in any way to  prepare  the  subleased  space for  occupancy,
     beyond  Landlord's  obligations  under this Lease.  The  provisions of this
     Section 15.4(b)(v) shall be self-operative, and no further instrument shall
     be required to give effect to this  provision,  provided that the subtenant
     shall  execute  and  deliver  to  Landlord  any  instruments  Landlord  may
     reasonably   request  to  evidence  and  confirm  such   subordination  and
     attornment.

     Section   15.5   Binding   on   Tenant;    Indemnification   of   Landlord.
Notwithstanding  any  assignment  or  subletting  or any  acceptance  of Rent by
Landlord  from any assignee or  subtenant,  Tenant shall remain fully liable for
the  payment  of all  Rent  due and  for the  performance  of all  other  terms,
covenants and conditions contained in this Lease on Tenant's part to be observed
and  performed,  and any default  under any term,  covenant or condition of this
Lease by any  subtenant  or  assignee  or anyone  claiming  under or through any
subtenant  or  assignee  shall be  deemed to be a default  under  this  Lease by
Tenant. Tenant shall indemnify,  defend, protect and hold harmless Landlord from
and against any and all Losses (as defined in Section  32.1(b))  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   in   connection   with  any  proposed   assignment  or  sublease,
irrespective  of whether  Landlord  shall give or decline to give its consent to
any proposed  assignment or sublease,  or if Landlord  shall exercise any of its
options under this Article 15.

     Section  15.6  Tenant's  Failure to  Complete.  If  Landlord  consents to a
proposed  assignment  or  sublease  and Tenant  fails to execute  and deliver to
Landlord  such  assignment  or sublease  within 90 days after the giving of such
consent,  then  Tenant  shall  again  comply  with  all  of the  provisions  and
conditions  of Sections  15.2 and 15.4  hereof  before  assigning  this Lease or
subletting all or part of the Premises.

                                       43
<PAGE>


     Section 15.7 Profits. If Tenant shall enter into any assignment or sublease
permitted hereunder or consented to by Landlord, Tenant shall, within 60 days of
Landlord's  consent  to such  assignment  or  sublease,  deliver  to  Landlord a
complete  list  of  Tenant's  reasonable   third-party   advertising   expenses,
reasonable brokerage,  legal and architectural fees, work allowances or costs of
improvements  performed by Tenant in connection with such assignment or sublease
and reasonable  rent  concessions  ("Tenant's  Expenses")  paid or to be paid in
connection  with  such  transaction,  together  with a list  of all of  Tenant's
Property to be transferred  to such assignee or sublessee.  Tenant shall deliver
to Landlord  evidence of the  payment of such fees  promptly  after the same are
paid. In  consideration  of such  assignment or subletting,  Tenant shall pay to
Landlord:

                  (a) In the case of an assignment, on the effective date of the
assignment,  an amount equal to 50% of all sums and other  consideration paid to
Tenant by the assignee for or by reason of such assignment  (including sums paid
for the  sale or  rental  of  Tenant's  Property,  less,  in the  case of a sale
thereof, the then unamortized cost thereof,  determined on the basis of Tenant's
federal  income  tax  returns)  after  first  deducting   Tenant's  Expenses  in
connection with such transaction; or

                  (b) In  the  case  of a  sublease,  50%  of any  consideration
payable  under the sublease to Tenant by the  subtenant  which  exceeds on a per
square foot basis the Fixed Rent and Additional Rent accruing during the term of
the sublease in respect of the subleased  space (together with any sums paid for
the sale or rental of Tenant's Property,  less, in the case of the sale thereof,
the then unamortized  cost thereof,  determined on the basis of Tenant's federal
income tax returns) after first deducting  Tenant's  Expenses in connection with
such transaction.  The sums payable under this clause shall be paid by Tenant to
Landlord as and when paid by the subtenant to Tenant.

     Section 15.8 (a) Transfers. If Tenant is a corporation, the transfer by one
or more transfers,  directly or indirectly, by operation of law or otherwise, of
a majority of the stock of Tenant shall be deemed a voluntary assignment of this
Lease; provided, however, that the provisions of this Article 15 shall not apply
to the  transfer  of  shares  of stock of  Tenant  if and so long as  Tenant  is
publicly traded on a nationally recognized stock exchange.  For purposes of this
Section 15.8 the term "transfers" shall be deemed to include the issuance of new
stock or of treasury  stock  which  results in a majority of the stock of Tenant
being  held by a Person or Persons  that do not hold a majority  of the stock of
Tenant on the date hereof.  If Tenant is a  partnership,  the transfer by one or
more transfers,  directly or indirectly,  by operation of law or otherwise, of a
majority interest in the partnership or otherwise in violation of the provisions
of Section 29.2 shall be deemed a voluntary  assignment of this Lease. If Tenant
is a limited  liability  company,  trust, or any other legal entity (including a
corporation or a partnership),  the transfer by one or more transfers,  directly
or indirectly, of Control of such entity, however characterized, shall be deemed
a voluntary assignment of this Lease. The provisions of Sections 15.1(a),  15.2,
15.3,  15.4(a) and 15.7 shall not apply to  transactions  with an entity into or
with which Tenant is merged or  consolidated  or to which  substantially

                                       44
<PAGE>

all of Tenant's assets are transferred so long as (i) such transfer was made for
a  legitimate   independent   business  purpose  and  not  for  the  purpose  of
transferring  this Lease,  (ii) the successor to Tenant has a net worth computed
in accordance with generally  accepted  accounting  principles at least equal to
ten times the annual Fixed Rent,  Tenant's  Tax Payment and  Tenant's  Operating
Payment then payable  pursuant to this Lease,  and (iii) proof  satisfactory  to
Landlord  of such net worth is  delivered  to Landlord at least 10 days prior to
the effective  date of any such  transaction.  Tenant may also upon prior notice
to, but without the consent,  of Landlord permit any Person which  Controls,  is
Controlled by, or is under common Control with the original  Tenant named herein
(a "Related Entity") to sublet all or part of the Premises for any Permitted Use
for so long as such Person remains a Related Entity, provided the Related Entity
is in  Landlord's  reasonable  judgment of a character and engaged in a business
which is in  keeping  with the  standards  for the  Building  and the  occupancy
thereof.  Such sublease  shall not be deemed to vest in any such Related  Entity
any right or  interest  in this  Lease or the  Premises  nor  shall it  relieve,
release, impair or discharge any of Tenant's obligations hereunder.

                  (b)  Applicability.  The limitations set forth in this Section
15.8 shall apply to subtenant(s), assignee(s) and guarantor(s) of this Lease, if
any, and any transfer by any such entity in violation of this Section 15.8 shall
be a transfer in violation of Section 15.1.

                  (c)  Modifications,  Takeover  Agreements.  Any  modification,
amendment  or  extension  of a sublease  and/or any other  agreement  by which a
landlord (or its  affiliate)  of a building  other than the  Building  agrees to
assume or perform the  obligations  of Tenant under this Lease shall be deemed a
sublease for the purposes of Section 15.1 hereof.

     Section 15.9 Assumption of Obligations. Any assignment or transfer, whether
made with Landlord's consent or without Landlord's consent, if and to the extent
permitted  hereunder,  shall not be  effective  unless  and  until the  assignee
executes,  acknowledges  and  delivers to Landlord  (a) an agreement in form and
substance  satisfactory  to Landlord  whereby the assignee (i) assumes  Tenant's
obligations  under  this  Lease  and  (ii)  agrees  that,  notwithstanding  such
assignment or transfer,  the  provisions of Section 15.1 hereof shall be binding
upon it in respect of all future  assignments and transfers and (b) certificates
or policies of insurance as required under Article 12.

     Section 15.10 Tenant's Liability. The joint and several liability of Tenant
and any  successors-in-interest  of Tenant and the due  performance  of Tenant's
obligations  under this Lease shall not be  discharged,  released or impaired by
any  agreement or  stipulation  made by Landlord,  or any grantee or assignee of
Landlord,  extending the time,  or modifying any of the terms and  provisions of
this Lease, or by any waiver or failure of Landlord,  or any grantee or assignee
of Landlord, to enforce any of the terms and provisions of this Lease.

     Section 15.11 Listings in Building Directory. The listing of any name other
than that of Tenant on the doors of the  Premises,  the  Building  directory  or
elsewhere shall not vest

                                       45
<PAGE>

any  right or  interest  in this  Lease or in the  Premises,  nor be  deemed  to
constitute  Landlord's consent to any assignment or transfer of this Lease or to
any sublease of the Premises or to the use or occupancy  thereof by others.  Any
such listing shall constitute a privilege revocable in Landlord's  discretion by
notice to Tenant.

     Section 15.12 Lease  Disaffirmance  or  Rejection.  If at any time after an
assignment by Tenant named herein, this Lease is not affirmed or rejected in any
proceeding  of the types  described  in  Sections  18.1(e) and (f) hereof or any
similar  proceeding,  or  upon a  termination  of  this  Lease  due to any  such
proceeding,  Tenant named herein,  upon request of Landlord given within 30 days
after such disaffirmance, rejection or termination (and actual notice thereof to
Landlord  in the  event  of a  disaffirmance  or  rejection  or in the  event of
termination  other than by act of Landlord),  shall (a) pay to Landlord all Rent
and other charges due and owing by the assignee to Landlord  under this Lease to
and including the date of such disaffirmance,  rejection or termination, and (b)
as  "tenant,"  enter into a new lease of the Premises  with  Landlord for a term
commencing on the effective date of such disaffirmance, rejection or termination
and ending on the  Expiration  Date,  unless  sooner  terminated  in  accordance
therewith,  at the same Rent and upon the then  executory  terms,  covenants and
conditions  contained in this Lease,  except that (i) the rights of Tenant named
herein  under the new lease  shall be  subject to the  possessory  rights of any
Persons  claiming  through or under such assignee or by virtue of any statute or
of any order of any  court,  (ii)  such new lease  shall  require  all  defaults
existing under this Lease to be cured by Tenant named herein with due diligence,
and (iii)  such new lease  shall  require  Tenant  named  herein to pay all Rent
which,  had this Lease not been so  disaffirmed,  rejected or terminated,  would
have  become  due  under the  provisions  of this  Lease  after the date of such
disaffirmance,  rejection  or  termination  with  respect  to any  period  prior
thereto.  If Tenant named herein  defaults in its obligations to enter into such
new lease for a period of 10 days after Landlord's request, then, in addition to
all other rights and remedies by reason of default,  either at law or in equity,
Landlord shall have the same rights and remedies  against Tenant named herein as
if it had  entered  into such new lease and such new lease had  thereafter  been
terminated  as of the  commencement  date thereof by reason of Tenant's  default
thereunder.


                                   ARTICLE 16

                                   ELECTRICITY

     Section 16.1 (a) Submetered  Electricity.  Landlord shall  redistribute  or
furnish  electricity  to or for  the  use of  Tenant  in the  Premises  for  the
operation of Tenant's  electrical  systems and equipment in the  Premises,  at a
level sufficient to accommodate a demand load of six (6) watts per usable square
foot of office  space in the  Premises  (exclusive  of  electricity  required to
operate the base-Building HVAC System).  Tenant shall pay to Landlord, on demand
from time to time, but not more than monthly, for its consumption of electricity
at the  Premises,  as  Additional  Rent for such  service  from  and  after  the
Construction  Period

                                       46
<PAGE>

Start Date, a sum equal to 107% of the product  obtained by multiplying  (x) the
Cost Per Kilowatt  Hour, by (y) the actual number of kilowatt  hours of electric
current  consumed by Tenant in such billing  period.  Landlord  shall  install a
meter or meters,  at Landlord's  expense,  to measure  Tenant's  consumption  of
electricity in the Premises, which meters shall be maintained by Landlord. Where
more  than  one  meter  measures  Tenant's  consumption  of  electricity  in the
Premises,  the electricity  measured by each meter shall be computed  separately
but billed together in accordance with the provisions set forth above. Bills for
such  amounts  shall be rendered to Tenant at such times as Landlord  may elect.
The rate to be paid by Tenant for submetered electricity shall include any taxes
or other charges in connection therewith.  If any tax is imposed upon Landlord's
receipts  from the  sale or  resale  of  electricity  to  Tenant,  Tenant  shall
reimburse  Landlord for such tax, if and to the extent permitted by law. For any
period  during  which  such  meter  or  meters  are  not  installed  or are  not
operational  in the  Premises,  the monthly  Fixed Rent shall be increased by an
amount  equal to the  product  of (A)  $.2083,  subject  to  adjustment  for any
increases in electric rates or taxes, and (B) the number of rentable square feet
in the Premises.

     Section 16.2 Excess Electricity.  Tenant shall at all times comply with the
rules and  regulations  of the  utility  company  supplying  electricity  to the
Building.  Subject to Tenant's  right to use the electric  capacity set forth in
Section 16.1, Tenant shall not use any electrical equipment which, in Landlord's
judgment,  would exceed the  capacity of the  electrical  equipment  serving the
Premises  or  interfere  with the  electrical  service  to other  tenants of the
Building.  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 or make any  additions  to the office  equipment  or other
appliances in the Premises which utilize  electrical energy (other than ordinary
small office equipment) without the prior consent of Landlord, in each instance,
in compliance with Article 5 of this Lease.

     Section 16.3 Service Disruption. Landlord shall not be liable in any way to
Tenant for any  failure,  defect or  interruption  of, or change in the  supply,
character and/or quantity of electric service  furnished to the Premises for any
reason  except if  attributable  to the  negligence  or  willful  misconduct  of
Landlord,  nor shall there be any allowance to Tenant for a diminution of rental
value,  nor shall the same  constitute  an actual or  constructive  eviction  of
Tenant,  in  whole  or in  part,  or  relieve  Tenant  from  any  of  its  Lease
obligations,  and no liability  shall arise on the part of Landlord by reason of
inconvenience,  annoyance or injury to business whether  electricity is provided
by public or private utility or by any electricity  generation  system owned and
operated  by  Landlord.  Landlord  shall  use  reasonable  efforts  to  minimize
interference  with Tenant's use and occupancy of the Premises as a result of any
such  failure,  defect or  interruption  of, or change in the supply,  character
and/or  quantity of,  electric  service,  provided that  Landlord  shall have no
obligation to employ contractors or labor at overtime or other premium pay rates
or to incur any other overtime costs or additional expenses whatsoever.

                                       47
<PAGE>


     Section  16.4  Discontinuance  of Service.  Landlord  reserves the right to
discontinue furnishing electricity to Tenant in the Premises on not less than 30
days  notice to Tenant,  if  Landlord  discontinues  furnishing  electricity  to
tenants  (including Tenant) leasing an aggregate of at least 50% of the rentable
area of the Building, or is required to do so under applicable Requirements.  If
Landlord  exercises  such  right,  or is  compelled  to  discontinue  furnishing
electricity  to Tenant,  this Lease shall  continue in full force and effect and
shall be unaffected  thereby,  except that from and after the effective  date of
such  discontinuance,  Landlord shall not be obligated to furnish electricity to
Tenant hereunder.  If Landlord so discontinues  furnishing  electricity,  Tenant
shall arrange to obtain  electricity  directly from any utility company or other
electricity provider serving the Premises.  Such electricity may be furnished to
Tenant by means of the existing electrical  facilities serving the Premises,  at
no charge by  Landlord,  to the  extent  available,  suitable  and safe for such
purposes.  All other  equipment  which may be required to obtain  electricity of
substantially  the same  quantity,  quality and character  shall be installed by
Landlord at the sole cost and expense of (a) Landlord,  if Landlord  voluntarily
discontinues  such  service,  or (b) Tenant,  if (i)  Landlord is  compelled  to
discontinue  such  service  by the  public  utility or  pursuant  to  applicable
Requirements or (ii) if such discontinuance  arises out of the acts of omissions
of Tenant.  Landlord shall not voluntarily discontinue furnishing electricity to
Tenant until  Tenant is able to receive  electricity  directly  from the utility
company or other company  servicing the Building,  unless the utility company or
other company is not prepared to furnish electricity to the Premises on the date
required as a result of Tenant's delay or negligence in arranging for service or
Tenant's  refusal to provide the utility company or other company with a deposit
or other security  requested by the utility company or other company or Tenant's
refusal  to take any other  action  requested  by the  utility  company or other
company.


                                   ARTICLE 17

                               ACCESS TO PREMISES

     Section  17.1  Landlord's   Access.   (a)  Tenant  shall  permit  Landlord,
Landlord's agents,  utility companies and other service providers  servicing the
Building to erect, use and maintain ducts, pipes and conduits in and through the
Premises  provided such use does not cause the usable area of the Premises to be
reduced beyond an immaterial  amount.  Landlord shall promptly repair any damage
to the Premises or Tenant's  Property  caused by any work performed  pursuant to
this Article. Any pipes, ducts, or conduits installed in or through the Premises
pursuant to this  Section  17.1 shall  either be  concealed  behind,  beneath or
within then existing  partitioning,  columns,  ceilings or floors located in the
Premises,  or  completely  furred at points  immediately  adjacent  to  existing
partitioning  columns  or  ceilings  located  in the  Premises.  Subject  to the
provisions of Article 4.4,  Landlord  shall use  reasonable  efforts to minimize
interference  with  Tenant's  use  and  occupancy  of the  Premises  during  the
performance of such work.

                                       48
<PAGE>


                  (b)  Landlord,  any Lessor or  Mortgagee  and any other  party
designated by Landlord and their respective agents shall have the right to enter
the Premises at all reasonable  times,  upon reasonable notice (which notice may
be oral) except in the case of emergency,  (i) to examine the Premises,  (ii) to
show the  Premises  to  prospective  purchasers,  Mortgagees  or  Lessors of the
Building and their respective agents and  representatives  or others, and during
the last 12  months  of the  Term to  prospective  lessees  of  premises  in the
Building  and  (iii) to make  such  repairs,  alterations  or  additions  to the
Premises or the Building (A) as Landlord may deem necessary or appropriate,  (B)
which Landlord may elect to perform  following  Tenant's failure to perform,  or
(C) to comply with any  Requirements,  and Landlord shall be allowed to take all
material into the Premises that may be required for the performance of such work
without the same  constituting an actual or  constructive  eviction of Tenant in
whole or in part and without any  abatement of Rent.  During any such entry into
the  Premises  pursuant to this  Section  17.1(b),  Tenant  shall have the right
(unless such entry is  necessitated  by an emergency)  to have a  representative
accompany  the  party  entering  the  Premises  but the  failure  to  make  such
representative available shall not affect Landlord's right to enter the Premises
as aforesaid.

                  (c) All parts  (except  surfaces  facing the  interior  of the
Premises)  of all walls,  windows and doors  bounding  the  Premises,  including
exterior  Building walls,  exterior core corridor walls, and doors and entrances
(other than doors and entrances  solely  connecting  areas within the Premises),
all  balconies,  terraces and roofs  adjacent to the  Premises,  all space in or
adjacent to the Premises used for shafts, stacks, risers, fan rooms,  electrical
and communication closets, stairways, mail chutes, conduits and other mechanical
facilities,  Building  Systems  and  Building  facilities  are  not  part of the
Premises, and Landlord shall have the use thereof and access thereto through the
Premises for the purposes of Building  operation,  maintenance,  alteration  and
repair.

     Section  17.2  Final 2 Months.  If,  during  the last 2 months of the Term,
Tenant removes all or substantially  all of Tenant's Property from the Premises,
Landlord  may,  upon prior notice  (which  notice may be oral) and at reasonable
hours, renovate and/or redecorate the Premises, without abatement of any Rent or
incurring  any  liability to Tenant.  Such acts shall not be deemed an actual or
constructive  eviction  and shall have no effect upon this Lease.

     Section 17.3 Alterations to Building. Landlord has the right at any time to
(a) change the name,  number or  designation  by which the  Building is commonly
known,  or (b) alter the  Building  to change the  arrangement  or  location  of
entrances or passageways, concourses, plazas, doors and doorways, and corridors,
elevators,  stairs,  toilets,  or other public parts of the Building without any
such acts constituting an actual or constructive  eviction and without incurring
any  liability to Tenant,  so long as such changes do not deny Tenant  access to
the Premises.  Landlord  shall use reasonable  efforts to minimize  interference
with  Tenant's  use and  occupancy  of the  Premises  during  the making of such
changes or  alterations,  provided  that  Landlord  shall have no  obligation to
employ  contractors

                                       49
<PAGE>

or labor at overtime or other  premium pay rates or to incur any other  overtime
costs or additional expenses whatsoever.


                                   ARTICLE 18

                                     DEFAULT

     Section 18.1 Tenant's  Defaults.  Each of the following  events shall be an
"Event of Default" hereunder:

                  (a) Tenant fails to pay when due any installment of Fixed Rent
or  Additional  Rent and such default  continues  for three  Business Days after
notice of such  default is given to Tenant,  except that if Landlord  shall have
given two such notices of default in the payment of any Rent in any  consecutive
twelve  month  period,  Tenant  shall not be entitled  to any further  notice of
delinquency  in the payment of any Rent or an  extended  period in which to make
payment until such time as twelve  consecutive months shall have elapsed without
Tenant  having  failed to make any such payment when due, and the  occurrence of
any default in the payment of any Rent within such twelve month period after the
giving of two such notices shall constitute an Event of Default; or

                  (b) Tenant  defaults in the  observance or  performance of any
other term,  covenant or  condition of this Lease to be observed or performed by
Tenant and such default continues for more than 30 days after notice by Landlord
to Tenant of such default; or if such default is of such a nature that it can be
remedied  but cannot be  completely  remedied  within 30 days,  Tenant  fails to
commence  to remedy  such  default  within 30 days  after such  notice or,  with
respect to any such default, Tenant, having commenced such remedy within 30 days
after  such  notice,  fails to  diligently  prosecute  to  completion  all steps
necessary to remedy such default; or

                  (c) Tenant's interest in this Lease shall devolve upon or pass
to any Person, whether by operation of law or otherwise, in violation of Article
15; or

                  (d) Tenant  admits in writing its  inability to, pay its debts
as they become due; or

                  (e)  Tenant  files  a  voluntary  petition  in  bankruptcy  or
insolvency,  or is adjudicated a bankrupt or insolvent, or files any petition or
answer seeking any  reorganization,  liquidation,  dissolution or similar relief
under any  present  or future  federal  bankruptcy  act or any other  present or
future applicable federal, state or other statute or law, or makes an assignment
for the  benefit of  creditors  or seeks or  consents  to or  acquiesces  in the
appointment of any trustee,  receiver,  liquidator or other similar official for
Tenant or for all or any part of Tenant's property; or

                                       50
<PAGE>


                  (f)  if,  within  90  days  after  the   commencement  of  any
proceeding  against  Tenant,  whether by the filing of a petition or  otherwise,
seeking  bankruptcy,  insolvency,   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 90 days after the appointment of any trustee, receiver,
liquidator  or  other  similar  official  for  Tenant  or for 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 lien,
execution or attachment or other similar  filing shall be made or 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 by someone  other than Tenant;
or

                  (g) if Landlord  applies or retains  any part of the  Security
Deposit,  and Tenant  fails to deposit  with  Landlord  the amount so applied or
retained by Landlord, or to provide Landlord with a replacement Letter of Credit
(as defined in Section 35.2), if applicable, within 5 Business Days after notice
by Landlord to Tenant stating the amount applied or retained.

Upon the occurrence of any one or more of such Events of Default,  Landlord may,
at its sole option,  give to Tenant three days' notice of  cancellation  of this
Lease,  in which  event  this Lease and the Term shall come to an end and expire
(whether or not the Term shall have commenced) upon the expiration of such three
day period with the same force and effect as if the date set forth in the notice
was the Expiration Date stated herein;  and Tenant shall then quit and surrender
the Premises to Landlord, but Tenant shall remain liable for damages as provided
in Article 19 hereof.

     Section  18.2  Tenant's  Liability.  If, at any time,  (a) Tenant  shall be
comprised  of two or more  persons,  (b) Tenant's  obligations  under this Lease
shall have been  guaranteed  by any person  other than  Tenant,  or (c) Tenant's
interest in this Lease shall have been  assigned,  the word "Tenant," as used in
Section  18.1 (d),  (e) and (f),  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 this Article  shall be
deemed paid as  compensation  for the use and  occupancy of the Premises and the
acceptance  of  any  such  compensation  by  Landlord  shall  not be  deemed  an
acceptance  of Rent or a waiver on the part of Landlord of any rights under this
Lease.

                                       51
<PAGE>

                                   ARTICLE 19

                              REMEDIES AND DAMAGES

     Section 19.1 (a) Landlord's  Remedies.  If any Event of Default occurs, and
this Lease and the Term terminates as provided in Article 18:

               (i) Surrender of Possession.  Tenant shall quit and surrender the
          Premises to Landlord, and Landlord and its agents may immediately,  or
          at any time after such Event of Default,  re-enter the Premises or any
          part thereof, without notice, either by summary proceedings, or by any
          other  applicable  action or  proceeding,  or by force (to the  extent
          permitted by law) or otherwise in  accordance  with  applicable  legal
          proceedings  (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 from the Premises.

               (ii) Landlord's  Reletting.  Landlord,  at Landlord's option, may
          relet all or any part of the Premises from time to time, either in the
          name of Landlord or otherwise, to such tenant or tenants, for any term
          ending  before,  on or after the  Expiration  Date, at such rental 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 and shall  not be liable  for
          refusal or  failure  to relet 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 relieve Tenant of, or
          otherwise  affect,  any  liability  under  this  Lease.  Landlord,  at
          Landlord's  option,  may make such alterations,  decorations and other
          physical  changes  in and to the  Premises  as  Landlord,  in its sole
          discretion,  considers  advisable or necessary in connection with such
          reletting  or  proposed  reletting,  without  relieving  Tenant of any
          liability under this Lease or otherwise affecting any such liability.

          (b) Tenant's  Waiver.  Tenant,  on its own behalf and on behalf of all
     persons claiming through or under Tenant,  including all creditors,  hereby
     waives all rights which Tenant and all such Persons  might  otherwise  have
     under any  Requirement  (i) to the  service of any notice of  intention  to
     re-enter or to institute legal proceedings,  (ii) to redeem, or to re-enter
     or repossess the Premises, or (iii) to restore the operation of this Lease,
     after (A) Tenant shall have been  dispossessed or ejected by judgment or by
     warrant of any court or judge,  (B) any  re-entry by  Landlord,  or (C) any
     expiration  or early  termination  of the term of this Lease,  whether such
     dispossession, 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.

          (c) Other Remedies. Upon the breach or threatened breach by Tenant, or
     any persons  claiming  through or under  Tenant,  of any term,  covenant or
     condition  of this  Lease,  Landlord  shall  have the right to enjoin  such
     breach  and to invoke  any other  remedy  allowed by

                                       52
<PAGE>

     law or in equity as if  re-entry,  summary  proceedings  and other  special
     remedies  were not  provided in this Lease for such  breach.  The rights to
     invoke the remedies set forth above are  cumulative  and shall not preclude
     Landlord from invoking any other remedy allowed at law or in equity.

     Section 19.2 (a) Landlord's  Damages. If this Lease and the Term expire and
come to an end as provided in Article 18, or by or under any summary  proceeding
or any other action or proceeding, or if Landlord shall re-enter the Premises as
provided in Section 19.1, then, in any of such events:

               (i) Tenant  shall pay to  Landlord  all Rent  payable  under this
          Lease by Tenant to Landlord up to the  Expiration  Date or to the date
          of re-entry upon the Premises by Landlord, as the case may be;

               (ii)  Landlord  shall be entitled  to retain all monies,  if any,
          paid by Tenant to  Landlord,  whether as prepaid  Rent,  the  Security
          Deposit or  otherwise,  and to draw upon any Letter of Credit or other
          security  deposited  by  Tenant  hereunder  and  retain  the  proceeds
          thereof,  which monies, to the extent not otherwise applied to amounts
          due and owing to Landlord,  shall be credited by Landlord  against any
          damages payable by Tenant to Landlord;

               (iii) Tenant shall pay to Landlord, in monthly  installments,  on
          the days specified in this Lease for payment of  installments of Fixed
          Rent,  any  Deficiency;  it being  understood  that Landlord  shall be
          entitled to recover the Deficiency  from Tenant each month 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

               (iv) whether or not  Landlord  shall have  collected  any monthly
          Deficiency,  Tenant shall pay to Landlord,  on demand,  in lieu of any
          further  Deficiency and as liquidated and agreed final damages,  a sum
          equal to the amount by which the Rent for the period  which  otherwise
          would have  constituted  the unexpired  portion of the Term  (assuming
          Additional  Rent during such period to be the same as had been payable
          for the year  immediately  preceding  such  termination  or  re-entry,
          increased  in  each  succeeding  year by 4% (on a  compounded  basis))
          exceeds the then fair and reasonable rental value of the Premises, for
          the same period (with both amounts  being  discounted to present value
          at a rate of  interest  equal to 2% below the then Base Rate) less the
          aggregate  amount of  Deficiencies  theretofore  collected by Landlord
          pursuant  to the  provisions  of  Section  19.2(a)(iii)  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

                                       53
<PAGE>

          facie, to be the fair and reasonable  rental value for the part or the
          whole of the Premises so relet during the term of the reletting.

          (b) Reletting.  If the Premises,  or any part thereof,  shall be relet
     together with other space in the Building,  the rents collected or reserved
     under any such  reletting and the expenses of any such  reletting  shall be
     equitably  apportioned for the purposes of this Section 19.2.  Tenant shall
     not be  entitled to any rents  collected  or payable  under any  reletting,
     whether or not such rents  exceed the Fixed Rent  reserved  in this  Lease.
     Nothing contained in Articles 18 or 19 shall be deemed to limit or preclude
     the recovery by Landlord  from Tenant of the maximum  amount  allowed to be
     obtained  as  damages  under  applicable  Requirements,  or of any  sums or
     damages to which  Landlord  may be  entitled in addition to the damages set
     forth in this Section 19.2.

     Section  19.3  Default  Interest;  Other  Rights of  Landlord.  Any damages
payable  under  this  Lease  and not paid when due shall  bear  interest  at the
Interest  Rate from the due date until paid,  and the  interest  shall be deemed
Additional Rent. If Tenant fails to pay any Additional Rent when due,  Landlord,
in  addition  to any other  right or  remedy,  shall  have the same  rights  and
remedies as in the case of a default by Tenant in the payment of Fixed Rent.  If
Tenant is in arrears in the payment of Rent,  Tenant waives  Tenant's  right, if
any, to designate  the items against which any payments made by Tenant are to be
credited,  and  Landlord  may  apply  any  payments  made by Tenant to any items
Landlord sees fit,  regardless of any request by Tenant.  Landlord  reserves the
right,  without  liability  to  Tenant  and  without  constituting  any claim of
constructive eviction, to suspend furnishing or rendering to Tenant any overtime
Building  services or labor,  materials or other  property or services for which
Tenant is  obligated  to pay a  separate  charge  under  this  Lease  (excluding
electricity and water), in the event that (but only for so long as) Tenant is in
arrears  in paying  Landlord  for such  items for more than five (5) days  after
notice from Landlord to Tenant demanding the payment of such arrears.


                                   ARTICLE 20

                   LANDLORD'S RIGHT TO CURE; FEES AND EXPENSES

     If Tenant defaults in the performance of its obligations  under this Lease,
Landlord,  without thereby waiving such default, may perform such obligation for
the  account  and at the  expense  of  Tenant:  (a)  immediately  or at any time
thereafter,  and without  notice,  in the case of  emergency  or in the case the
default (i) materially  interferes with the use by any other tenant of any space
in the Building,  (ii) materially interferes with the efficient operation of the
Building, (iii) will result in a violation of any Requirement,  (iv) will result
in a cancellation of any insurance  policy  maintained by Landlord,  or (v) will
result in a breach of or default under any Superior  Lease or Mortgage,  and (b)
in any other case if such default continues after 10 days from the date Landlord
gives notice of Landlord's intention so to

                                       54
<PAGE>

perform the defaulted obligation. All costs and expenses incurred by Landlord in
connection  with any such  performance  by it for the  account of Tenant and all
costs  and  expenses,  including  reasonable  counsel  fees  and  disbursements,
incurred  by  Landlord  in any  action  or  proceeding  (including  any  summary
dispossess  proceeding)  brought by Landlord to enforce any obligation of Tenant
under this Lease and/or right of Landlord in or to the  Premises,  shall be paid
by Tenant to Landlord on demand, with interest thereon at the Interest Rate from
the date incurred by Landlord.  Except as expressly  provided to the contrary in
this Lease, all costs and expenses which,  pursuant to this Lease (including the
Rules and  Regulations)  are  incurred  by  Landlord  and payable to Landlord by
Tenant, and all charges,  amounts and sums payable to Landlord by Tenant for any
property,  material,  labor,  utility or other services which,  pursuant to this
Lease or at the request and for the account of Tenant,  are provided,  furnished
or rendered by  Landlord,  shall become due and payable by Tenant to Landlord in
accordance with the terms of the bills rendered by Landlord to Tenant.


                                   ARTICLE 21

               NO REPRESENTATIONS BY LANDLORD: LANDLORD'S APPROVAL

     Section  21.1 No  Representations.  Except as expressly  set forth  herein,
Landlord  and  Landlord's  agents  have  made  no  warranties,  representations,
statements  or promises with respect to (i) the rentable and usable areas of the
Premises or the  Building,  (ii) the amount of any  current or future  Operating
Expenses or Taxes,  (iii) the compliance  with  applicable  Requirements  of the
Premises  or the  Building,  or (iv) the  suitability  of the  Premises  for any
particular  use or purpose.  No rights,  easements  or licenses  are acquired by
Tenant under this Lease by  implication  or  otherwise.  Tenant is entering into
this Lease after full  investigation  and is not relying  upon any  statement or
representation made by Landlord not embodied in this Lease.

     Section 21.2 Consents; Approvals. All consents or approvals of Landlord may
be granted  or  withheld  in  Landlord's  sole  discretion  unless  specifically
provided to the contrary in this Lease.

     Section 21.3 No Money Damages. Wherever in this Lease Landlord's consent or
approval is  required,  if Landlord  refuses to grant such  consent or approval,
whether or not Landlord expressly agreed that such consent or approval would not
be unreasonably  withheld,  Tenant shall not make, and Tenant hereby waives, any
claim for money damages (including any claim by way of set-off,  counterclaim or
defense)  based upon  Tenant's  claim or assertion  that  Landlord  unreasonably
withheld or delayed its consent or  approval.  Tenant's  sole remedy shall be an
action or  proceeding  to  enforce  such  provision,  by  specific  performance,
injunction or  declaratory  judgment.  In no event shall Landlord be liable for,
and Tenant, on behalf of itself and all other Tenant Parties,  hereby waives any
claim for, any indirect,  consequential or punitive  damages,  including loss of
profits or business opportunity,


                                       55
<PAGE>

arising  under  or in  connection  with  this  Lease,  even if due to the  gross
negligence  or  willful  misconduct  of  Landlord  or its  agents or  employees.
Notwithstanding anything contained in this Section 21.3 to the contrary,  Tenant
shall have the right to submit to  arbitration  in  accordance  with  Article 39
hereof any dispute in respect of whether Landlord has unreasonably  withheld any
consent or approval to any Alteration  pursuant to Section 5.1 or any assignment
or  subletting  pursuant to Section  15.5  requested by Tenant  hereunder  which
Landlord agreed not to unreasonably withhold hereunder, and Tenant's sole remedy
in all such  circumstances  shall be that,  upon the decision of the  arbitrator
that consent was unreasonably  withheld, the requested consent or approval shall
be deemed to have been granted as provided above without any further proceedings
or any action being required.


                                   ARTICLE 22

                                   END OF TERM

     Section 22.1 Expiration.  Upon the expiration or other  termination of this
Lease, Tenant shall quit and surrender the Premises to Landlord,  vacant,  broom
clean and 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 of Tenant's Property and Tenant's  Alterations as may be
required  pursuant to Article 5 of this Lease.  The foregoing  obligation  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 immediately preceding Business Day.

     Section 22.2 Holdover Rent.  Landlord and Tenant  recognize that the damage
to Landlord resulting from any failure by Tenant to timely surrender  possession
of the  Premises  may  be  substantial,  may  exceed  the  amount  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 on or before the Expiration Date or sooner  termination of the Term, in
addition to any other rights or remedies  Landlord may have hereunder or at law,
Tenant shall (a) pay to Landlord for each month (or any portion  thereof) during
which  Tenant  holds over in the Premises  after the  Expiration  Date or sooner
termination  of the Term,  a sum equal to the  greater  of (i) one and  one-half
times the Fixed Rent plus one and one-half  times  Tenant's Tax Payment plus one
and one-half times Tenant's  Operating Payment payable under this Lease for each
day of the last full calendar month of the Term in the case of the first 30 days
of any holdover and two times the Fixed Rent plus two times Tenant's Tax Payment
plus two times Tenant's  Operating Payment payable under this Lease for each day
of the last full calendar  month of the Term in the case of each day  thereafter
or (ii) one and one-half  times the fair market rental value of the Premises for
such day (as reasonably determined by Landlord),  (b) after notice from Landlord
that  Landlord  has entered into an  occupancy  agreement  with a tenant for the
Premises  (or a portion  thereof) be liable to  Landlord  for (i) any payment or
rent concession

                                       56
<PAGE>

which  Landlord  may be required to make to any tenant  obtained by Landlord for
all or any part of the  Premises  (a "New  Tenant")  in order to induce such New
Tenant not to terminate its lease by reason of the  holding-over by Tenant,  and
(ii) the loss of the  benefit of the bargain if any New Tenant  shall  terminate
its lease by reason of the  holding-over by Tenant,  and (c) indemnify  Landlord
against all claims for damages by any New Tenant. No holding-over by Tenant, nor
the payment to Landlord of the amounts specified above,  shall operate to extend
the Term hereof.  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  22. All of  Tenant's  obligations  under this
Article shall survive the expiration or earlier  termination of the Term of this
Lease.

     Section 22.3 Waiver of Stay.  Tenant expressly  waives,  for itself and for
any Person claiming through or under Tenant, any rights which Tenant or any such
Person  may have  under the  provisions  of  Section  2201 of the New York Civil
Practice Law and Rules and of any successor law of like import then in force, in
connection with any holdover summary proceedings which Landlord may institute to
enforce the foregoing provisions of this Article 22.


                                   ARTICLE 23

                                 QUIET ENJOYMENT

     Provided  this  Lease is in full  force and  effect and no Event of Default
then  exists,  Tenant may  peaceably  and  quietly  enjoy the  Premises  without
hindrance by Landlord or any person lawfully claiming through or under Landlord,
subject to the terms and conditions of this Lease and to all Superior Leases and
Mortgages.


                                   ARTICLE 24

                             NO SURRENDER; NO WAIVER

     Section 24.1 No  Surrender or Release.  No act or thing done by Landlord or
Landlord's  agents or employees during the Term shall be deemed an acceptance of
a surrender of the  Premises,  and no provision of this Lease shall be deemed to
have been waived by Landlord,  unless such waiver is in writing and is signed by
Landlord,  and any such waiver shall be effective only for the specific  purpose
and in the specific  instance in which  given.  If Tenant at any time desires to
have Landlord sublet the Premises for Tenant's  account,  Landlord or Landlord's
agents are authorized to receive  Tenant's keys to the Premises for such purpose
without  releasing  Tenant from any of the  obligations  under this

                                       57
<PAGE>

Lease,  and Tenant  hereby  relieves  Landlord of any  liability  for loss of or
damage to any of Tenant's effects in connection with such subletting.

     Section  24.2 No Waiver.  The failure of either  party 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,  shall not be
construed  as a waiver  or  relinquishment  of the  future  performance  of such
obligations  of this  Lease or the  Rules  and  Regulations,  or of the right to
exercise such election but the same shall  continue and remain in full force and
effect with respect to any subsequent  breach,  act or omission.  The receipt by
Landlord  of any Rent  payable  pursuant  to this  Lease or any other  sums with
knowledge  of the breach of any  covenant  of this  Lease  shall not be deemed a
waiver of such  breach.  No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly Fixed Rent or Additional Rent herein stipulated shall be
deemed to be other than a payment on account of the  earliest  stipulated  Fixed
Rent or Additional  Rent,  or as Landlord may elect to apply such  payment,  nor
shall any endorsement or acceptance of any check or other payment in the face of
a statement  on such check or any letter  accompanying  such check or payment be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without  prejudice to Landlord's right to recover the balance of such Fixed Rent
or  Additional  Rent or pursue any other  remedy  provided  in this  Lease.  The
existence of a right of renewal or  extension of this Lease,  or the exercise of
such  right,  shall  not  limit  Landlord's  right to  terminate  this  Lease in
accordance with the terms hereof.


                                   ARTICLE 25

                             WAIVER OF TRIAL BY JURY

     LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS IN ANY WAY
ARISING OUT OF OR CONNECTED WITH THIS LEASE,  THE  RELATIONSHIP  OF LANDLORD AND
TENANT,  TENANT'S USE OR OCCUPANCY OF THE PREMISES,  OR THE  ENFORCEMENT  OF ANY
REMEDY  UNDER ANY  REQUIREMENT.  If Landlord  commences  any summary  proceeding
against  Tenant,  Tenant will not  interpose any  counterclaim  of any nature or
description in any such proceeding  (unless failure to impose such  counterclaim
would preclude Tenant from asserting in a separate action the claim which is the
subject of such counterclaim),  and will not seek to consolidate such proceeding
with any other  action which may have been or will be brought in any other court
by Tenant.

                                       58
<PAGE>


                                   ARTICLE 26

                              INABILITY TO PERFORM

     This Lease and the  obligation  of Tenant to pay Rent and to perform all of
the other  covenants and agreements of Tenant  hereunder  shall not be affected,
impaired or excused by any  Unavoidable  Delays.  Landlord  shall use reasonable
efforts to  promptly  notify  Tenant of any  Unavoidable  Delay  which  prevents
Landlord from fulfilling any of its obligations under this Lease.


                                   ARTICLE 27

                                     NOTICES

     Except as otherwise  expressly provided in this Lease,  consents,  notices,
demands, requests, approval or other communications given under this Lease shall
be in writing and shall be deemed sufficiently given or rendered if delivered by
hand  (provided  a signed  receipt  is  obtained)  or if sent by  registered  or
certified  mail  (return  receipt  requested)  or  by  a  nationally  recognized
overnight delivery service making receipted deliveries, addressed as follows:

          if to Tenant,  (a) at Tenant's  address set forth on the first page of
     this  Lease,  Attn:  Craig  Flechsig  if  given  prior to  Tenant's  taking
     possession  of the  Premises  for the  conduct of  business,  or (b) at the
     Premises,  Attn:  Craig  Flechsig if mailed  subsequent to Tenant's  taking
     possession  of the Premises for the conduct of its business  with copies of
     all default notices to: Wilson,  Sosini,  Goodrich & Rosati,  650 Page Mill
     Road, Palo Alto, California 94304, Attn.: Norman Cruz, Esq., or

          if to Landlord,  at Landlord's  address set forth on the first page of
     this Lease, Attn: Chief Financial  Officer,  and with copies to (a) Tishman
     Speyer Properties L.P., 520 Madison Avenue,  New York, New York 10022 Attn:
     Property  Manager - 666 Third Avenue,  (b) Tishman Speyer  Properties L.P.,
     520 Madison Avenue, New York, New York 10022,  Attn:  General Counsel,  and
     (c) any Mortgagee or Lessor which shall have  requested  copies of notices,
     by notice given to Tenant in accordance with the provisions of this Article
     27 at the address designated by such Mortgagee or Lessor;

or to such other  address(es)  as either  Landlord or Tenant or any Mortgagee or
Lessor may designate as its new  address(es) for such purpose by notice given to
the  other in  accordance  with the  provisions  of this  Article  27.  Any such
approval,  consent,  notice,  demand,  request or other  communication  shall be
deemed to have been given on the date of receipted delivery

                                       59
<PAGE>

or  refusal  to accept  delivery  as  provided  in this  Article  27 or the date
delivery  is first  attempted  but  cannot be made due to a change of address of
which no notice was given.


                                   ARTICLE 28

                              RULES AND REGULATIONS

     Tenant and all Tenant  Parties  shall observe and comply with the Rules and
Regulations,  as  supplemented or amended from time to time,  provided,  that in
case of any conflict or  inconsistency  between the provisions of this Lease and
any of the Rules and Regulations as originally promulgated or as supplemented or
amended from time to time, the provisions of this Lease shall control.  Landlord
reserves the right, from time to time, to adopt additional  reasonable Rules and
Regulations and to reasonably  amend the Rules and  Regulations  then in effect.
Nothing  contained in this Lease shall impose upon  Landlord any  obligation  to
enforce the Rules and Regulations or terms, covenants or conditions in any other
lease against any other  Building  tenant,  and Landlord  shall not be liable to
Tenant for  violation  of the Rules and  Regulations  by any other  tenant,  its
employees, agents, visitors or licensees, except that Landlord shall not enforce
any Rule or Regulation against Tenant in a discriminatory fashion.


                                   ARTICLE 29

                               PARTNERSHIP TENANT

     Section 29.1 Partnership Tenant. If Tenant, or a permitted assignee of this
Lease pursuant to Article 15 hereof, is a partnership, or is comprised of two or
more Persons, individually or as partners of a partnership (any such partnership
and such Persons are referred to in this Article as "Partnership  Tenant"),  the
following  shall  apply:  (a) the  liability  of each  of the  general  partners
(excluding  Persons solely holding interests as limited  partners),  each of the
partners in a limited liability  partnership or Persons  comprising  Partnership
Tenant (the  "Partners")  shall be joint and  several;  (b) each of the Partners
hereby consents in advance to, and agrees to be bound by, any written instrument
which may  hereafter be executed by  Partnership  Tenant or any of the Partners,
which shall  modify,  extend or discharge  this Lease,  in whole or in part,  or
surrender  all  or  any  part  of the  Premises  to  Landlord;  (c)  any  bills,
statements, notices, demands, requests or other communications given or rendered
to  Partnership  Tenant  or to  any  of  the  Partners  shall  be  binding  upon
Partnership  Tenant and all of the  Partners;  (d) if  Partnership  Tenant shall
admit new Partners,  all new Partners  shall,  by their admission to Partnership
Tenant,  be  deemed  to  have  assumed  joint  and  several  liability  for  the
performance  of all of the  terms,  covenants  and  conditions  of this Lease on
Tenant's part to be observed and performed;  (e)  Partnership  Tenant shall give
prompt notice to Landlord of the admission of any new Partners,  and upon

                                       60
<PAGE>

demand of Landlord,  shall cause each such new partner to execute and deliver to
Landlord an agreement in form and substance  satisfactory  to Landlord,  wherein
each new Partner shall assume joint and several liability for the 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 new  Partner  to execute or deliver  any such
agreement to Landlord shall vitiate the provisions of this Section 29.1(e)); and
(f) no change in the Partners of Partnership Tenant resulting from the admission
of a new Partner,  or the death,  retirement  or  withdrawal  of a Partner shall
release  Partnership  Tenant  or  any  Partner  or  former  Partner  from  their
obligations under this Lease.

     Section 29.2 Change of Partners. If Tenant is a Partnership Tenant, (a) the
admission of new Partners,  the withdrawal (in the ordinary course of business),
retirement,   death,   incompetency  or  bankruptcy  of  any  Partner,   or  the
reallocation  of partnership  interests  among the Partners shall  constitute an
assignment of this Lease unless Partners  holding in the aggregate not less than
80% of the partnership interests in Partnership Tenant immediately prior to such
event remain as Partners holding not less than 80% of the partnership  interests
in  Partnership  Tenant during the 12-month  period  immediately  following such
event (i.e.,  the transfer,  by any of the foregoing  means, of more than 20% of
the  partnership  interests in Partnership  Tenant in any  consecutive  12-month
period shall constitute an assignment of this Lease subject to the provisions of
Article  15),  and  (b)  the   reorganization  of  Partnership   Tenant  into  a
professional   corporation   or  a  limited   liability   partnership,   or  the
reorganization of Tenant from a professional  corporation or a limited liability
partnership  into a  partnership,  shall  constitute an assignment of this Lease
unless immediately  following such  reorganization the Partners or shareholders,
as the case may be, of Tenant  shall be the same as those  existing  immediately
prior to such reorganization,  and shall acknowledge in writing to Landlord that
they remain fully liable, jointly and severally, under this Lease as provided in
this  Article  29. If  Tenant  shall  become a  professional  corporation,  each
individual shareholder, shareholder-employee, new individual shareholder and new
shareholder-employee  of any professional  corporation which is a shareholder in
Tenant shall have the same  personal  liability  (if any) as such  individual or
shareholder-employee  would have under this Lease if Tenant  were a  partnership
and such individual or shareholder-employee  were a Partner or admitted as a new
Partner.   If   any   individual   Partner   in   Tenant   is   or   becomes   a
shareholder-employee of a professional  corporation,  such individual shall have
the same personal liability under this Lease as such individual would have if he
and not the professional  corporation were a Partner of Tenant.  If Tenant shall
become a limited liability partnership,  (i) each Partner therein shall continue
to have the same  personal  liability as such Partner had under this Lease prior
to Tenant becoming a limited  liability  partnership,  and (ii) each new partner
admitted to such limited liability  partnership shall be bound by the provisions
of Section  29.1,  and shall  execute  and deliver to  Landlord  the  assumption
agreement required pursuant to Section 29.1(e) hereof.

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<PAGE>

                                   ARTICLE 30

                                   VAULT SPACE

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


                                   ARTICLE 31

                                     BROKER

     Section 31.1 Broker Representations. Landlord has retained Landlord's Agent
as leasing  agent in  connection  with this Lease and  Landlord  shall be solely
responsible  for any fee that may be payable to Landlord's  Agent and the Broker
pursuant to separate  agreements.  Each of Landlord  and Tenant  represents  and
warrants to the other that it has not dealt with any broker in  connection  with
this Lease  other than  Landlord's  Agent and the Broker and that to the best of
its knowledge and belief,  no other  broker,  finder or like entity  procured or
negotiated  this Lease or is entitled  to any fee or  commission  in  connection
herewith.  The  execution  and  delivery  of this Lease by each  party  shall be
conclusive   evidence   that  each   party  has   relied   upon  the   foregoing
representations and warranties.

     Section  31.2  Indemnity.  Each of  Landlord  and Tenant  shall  indemnify,
defend,  protect and hold the other party  harmless from and against any and all
Losses  which  the  indemnified  party  may  incur by  reason of any claim of or
liability to any broker,  finder or like agent (other than Landlord's  Agent and
the Broker with respect to Tenant's  indemnity  to Landlord)  arising out of any
dealings  claimed  to have  occurred  between  the  indemnifying  party  and the
claimant in connection with this Lease,  and/or the above  representation  being
false. The provisions of this Article 31 shall survive the expiration or earlier
termination of the Term of this Lease.

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                                   ARTICLE 32

                                    INDEMNITY

     Section  32.1 (a) Tenant's  Indemnity.  Tenant shall not do or permit to be
done any act or thing  upon the  Premises  or the  Building  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
Requirement,  and shall  exercise  such  control  over the  Premises as to fully
protect the Indemnitees against any such liability. Subject to the provisions of
Section 12.2, Tenant shall indemnify,  defend, protect and hold harmless each of
the  Indemnitees  from and against any and all Losses (as defined in  subsection
(b) hereof),  resulting from any claims (i) against Indemnitees arising from any
act,  omission or negligence of any Tenant Party, (ii) except to the extent such
Losses arise out of the gross  negligence  or willful  misconduct of Landlord or
its agents,  employees or contractors,  against the Indemnitees arising from any
accident, injury or damage whatsoever caused to any person or to the property of
any person and  occurring  during the Term or during the period of time, if any,
prior to the  commencement  or  following  the  expiration  of the Term that any
Tenant  Party may have been given  access to any portion of the Premises for the
purpose of  performing  work or otherwise,  in or about the Premises,  and (iii)
against the Indemnitees  resulting from any breach,  violation or nonperformance
of any  covenant,  condition or agreement of this Lease on the part of Tenant to
be fulfilled, kept, observed and performed.

                  (b)  Indemnity  Inclusions.  As used in this  Lease,  the term
"Losses"  means any and all losses,  liabilities,  damages,  claims,  judgments,
fines,  suits,  demands,  costs,  interest  and  expenses  of any kind or nature
(including reasonable attorneys' fees and disbursements)  incurred in connection
with any claim,  proceeding or judgment and the defense  thereof,  and including
all  costs of  repairing  any  damage to the  Premises  or the  Building  or the
appurtenances  of any of the foregoing to which a particular  indemnity and hold
harmless agreement applies.

                  (c) Landlord's Indemnity. Subject to the provisions of Section
12.2, Landlord shall indemnify, defend and hold harmless Tenant from and against
all  Losses  incurred  by Tenant  arising  from any  accident,  injury or damage
whatsoever  caused to any person or the  property  of any person in or about the
common or public areas of the Building (specifically  excluding the Premises) to
the  extent  attributable  to the gross  negligence  or  willful  misconduct  of
Landlord or its agents, employees or contractors.

     Section 32.2 Defense and Settlement.  If any claim, action or proceeding is
made or  brought  against  any  indemnified  party,  then,  upon  demand  by the
indemnified party, the indemnifying  party, at its sole cost and expense,  shall
resist or defend such claim,  action or  proceeding in the  indemnified  party's
name (if  necessary)  by  attorneys  approved by the  indemnified  party,  which
approval  shall not be  unreasonably  withheld.  Attorneys for Tenant's  insurer
shall  hereby  be  deemed   approved   for   purposes  of  this  Section   32.2.

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<PAGE>


Notwithstanding  the  foregoing,  the  indemnified  party  may  retain  its  own
attorneys to participate or assist in defending any claim,  action or proceeding
involving  potential  liability  of  $10,000,000  or  more,  provided  that  the
indemnifying  party shall control the defense and the  indemnifying  party shall
pay the reasonable fees and  disbursements  of such  attorneys.  Notwithstanding
anything herein contained to the contrary, the indemnifying party may direct the
indemnified  party to settle any claim,  suit or other proceeding  provided that
(a) such  settlement  shall involve no obligation on the part of the indemnified
party other than the payment of money,  (b) any payments to be made  pursuant to
such settlement shall be paid in full  exclusively by the indemnifying  party at
the time such settlement is reached,  (c) such settlement  shall not require the
indemnified  party to admit any liability,  and (d) the indemnified  party shall
have  received an  unconditional  release from the other  parties to such claim,
suit or other  proceeding.  The  provisions of this Article 32 shall survive the
expiration or earlier termination of this Lease.


                                   ARTICLE 33

                          ADJACENT EXCAVATION; SHORING

     If an excavation  shall be made,  or shall be  authorized to be made,  upon
land adjacent to the Real  Property,  Tenant shall,  upon notice,  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 such person shall deem  necessary
to preserve  the wall of the  Building  from injury or damage and to support the
same by proper foundations.  In connection with such license,  Tenant shall have
no right to claim any damages or indemnity  against  Landlord,  or diminution or
abatement of Rent,  provided  that Tenant  shall  continue to have access to the
Premises.


                                   ARTICLE 34

                         TAX STATUS OF BENEFICIAL OWNERS

     Tenant recognizes and acknowledges that Landlord and/or certain  beneficial
owners of  Landlord  may from time to time  qualify  as real  estate  investment
trusts pursuant to Sections 856 et seq. of the Code or as entities  described in
Section  511(a)(2) of the Code,  and that  avoiding (a) the loss of such status,
(b) the receipt of any income  derived  under any  provision  of this Lease that
does not  constitute  "rents  from real  property"  (in the case of real  estate
investment trusts) or that constitutes  "unrelated  business taxable income" (in
the case of entities  described in Section  511(a)(2) of the Code),  and (c) the
imposition of penalty or similar taxes (each an "Adverse  Event") is of material
concern to Landlord and such  beneficial  owners and Tenant's  agreement  herein
contained  regarding the avoidance of an Adverse Event as a material  inducement
to  Landlord  entering  into this  Lease.  In the event

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<PAGE>

that this Lease or any document  contemplated  hereby  could,  in the opinion of
counsel to  Landlord,  result in or cause an  Adverse  Event,  Tenant  agrees to
reasonably  cooperate  with Landlord in amending or modifying this Lease or such
documents  and shall at the request of Landlord,  and at  Landlord's  reasonable
expense,  execute and deliver such documents  reasonably required to effect such
amendment  or  modification.  Any  amendment  or  modification  pursuant to this
Article 34 shall be  structured  so that the  economic  results to Landlord  and
Tenant shall be  substantially  similar to those set forth in this Lease without
regard  to such  amendment  or  modification  and shall  not  increase  Tenant's
monetary  obligations  hereunder at all or,  other than to a de minimis  extent,
increase Tenant's other obligations  hereunder or adversely affect the rights of
Tenant  hereunder.  Without  limiting any of Landlord's  other rights under this
Article 34,  Landlord  may waive the  receipt of any amount  payable to Landlord
hereunder and such waiver shall  constitute an amendment or modification of this
Lease with respect to such payment.


                                   ARTICLE 35

                                SECURITY DEPOSIT

     Section 35.1 Security  Deposit.  Tenant shall deposit the Security  Deposit
with  Landlord  upon the  execution  of this Lease in cash as  security  for the
faithful  performance  and  observance  by Tenant of the  terms,  covenants  and
conditions of this Lease,  including the surrender of possession of the Premises
to Landlord as herein provided.

     Section  35.2  Letter of  Credit.  In lieu of a cash  deposit,  Tenant  may
deliver the  Security  Deposit to Landlord in the form of a clean,  irrevocable,
non-documentary and unconditional letter of credit in the amount of the Security
Deposit (the  "Letter of Credit")  issued by and  drawable  upon any  commercial
bank,  trust  company,   national  banking   association  or  savings  and  loan
association  with  offices  for  banking  purposes  in the City of New York (the
"Issuing  Bank"),  which has outstanding  unsecured,  uninsured and unguaranteed
indebtedness,  or shall have issued a letter of credit or other credit  facility
that constitutes the primary security for any outstanding indebtedness (which is
otherwise  uninsured and  unguaranteed),  that is then rated,  without regard to
qualification  of  such  rating  by  symbols  such  as "+"  or "-" or  numerical
notation,  "Aa" or better by  Moody's  Investors  Service  and "AA" or better by
Standard  &  Poor's  Rating  Service,  and has  combined  capital,  surplus  and
undivided profits of not less than $500,000,000.  The Letter of Credit shall (a)
name Landlord as beneficiary,  (b) be in the amount of the Security Deposit, (c)
have a term of not less than one year,  (d)  permit  multiple  drawings,  (e) be
fully  transferable  by  Landlord  without the payment of any fees or charges by
Landlord,  and (f) otherwise be in form and content  reasonably  satisfactory to
Landlord.  If upon any  transfer  of the Letter of  Credit,  any fees or charges
shall be so imposed, then such fees or charges shall be payable solely by Tenant
and the Letter of Credit shall so specify.  The Letter of Credit  shall  provide
that  it  shall  be  deemed  automatically  renewed,   without  amendment,   for
consecutive periods of one year

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<PAGE>

each thereafter  during the Term through the date that is at least 60 days after
the Expiration  Date,  unless the Issuing Bank sends a notice (the  "Non-Renewal
Notice") to Landlord by certified mail, return receipt requested,  not less than
45 days next preceding the then  expiration date of the Letter of Credit stating
that the Issuing  Bank has  elected not to renew the Letter of Credit.  Landlord
shall have the right,  upon receipt of the Non-Renewal  Notice, to draw the full
amount of the Letter of Credit,  by sight draft on the Issuing  Bank,  and shall
thereafter  hold or apply the cash proceeds of the Letter of Credit  pursuant to
the terms of this  Article.  The Letter of Credit  shall state that drafts drawn
under  and in  compliance  with the terms of the  Letter of Credit  will be duly
honored upon  presentation  to the Issuing Bank at an office in  Manhattan.  The
Letter of Credit  shall be subject in all  respects to the  Uniform  Customs and
Practice for  Documentary  Credits  (1993  revision),  International  Chamber of
Commerce Publication No. 500.

     Section 35.3  Application  of Security.  Upon the occurrence of an Event of
Default, Landlord may apply or retain the whole or any part of the cash Security
Deposit or may notify the Issuing Bank and thereupon receive all or a portion of
the Security  Deposit  represented  by the Letter of Credit and use,  apply,  or
retain the whole or any part of such proceeds, as the case may be, to the extent
required  for the payment of any Fixed Rent or any other sum as to which  Tenant
is in default including (a) any sum which Landlord may expend or may be required
to expend by reason of Tenant's default, and/or (b) any damages or Deficiency to
which  Landlord is entitled  pursuant to this Lease or applicable  Requirements,
whether such damages or Deficiency  accrues before or after summary  proceedings
or other  reentry by  Landlord.  If Landlord  applies or retains any part of the
Security Deposit, Tenant, upon demand, 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. If Tenant shall fully and  faithfully  comply
with all of the terms,  covenants  and  conditions  of this Lease,  the Security
Deposit (or so much  thereof as remains)  shall be returned to Tenant  after the
Expiration  Date and after delivery of possession of the Premises to Landlord in
the manner  required by this Lease.  Tenant  expressly  agrees that Tenant shall
have no right to apply  any  portion  of the  Security  Deposit  against  any of
Tenant's obligations to pay Rent hereunder.

     Section 35.4 Transfer.  Upon a sale of the Real Property or the Building or
a leasing of the  Building,  or any financing of  Landlord's  interest  therein,
Landlord  shall  have the right to  transfer  the cash  Security  Deposit or the
Letter of Credit, as applicable,  to the vendee,  lessee or lender. With respect
to the Letter of Credit,  within five days after notice of such sale, leasing or
financing,  Tenant,  at its sole cost,  shall  arrange  for the  transfer of the
Letter of Credit to the new landlord or the lender, as designated by Landlord in
the  foregoing  notice or have the Letter of Credit  reissued in the name of the
new  landlord or the  lender.  Tenant  shall look solely to the new  landlord or
lender for the return of such cash Security  Deposit or Letter of Credit and the
provisions  hereof  shall  apply to every  transfer  or  assignment  made of the
Security  Deposit to a new  landlord.  Tenant  shall not assign or  encumber  or
attempt to assign or encumber the cash Security  Deposit or Letter of Credit and
neither Landlord nor its

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<PAGE>

successors or assigns shall be bound by any such action or attempted assignment,
or encumbrance.


                                   ARTICLE 36

                                  MISCELLANEOUS

     Section 36.1  Delivery.  This Lease shall not be binding  upon  Landlord or
Tenant unless and until  Landlord and Tenant shall have executed and delivered a
fully executed copy of this Lease to the other party.

     Section 36.2 Transfer of Real Property.  Landlord's  obligations under this
Lease  shall not be  binding  upon the  Landlord  named  herein  after the sale,
conveyance, assignment or transfer or lease of Landlord's interest (collectively
a "Transfer") by Landlord (or upon any subsequent landlord after the 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  Transfer,  Landlord  (and any
such subsequent  landlord) shall be entirely freed and relieved of all covenants
and obligations of Landlord hereunder, and the transferee of Landlord's interest
(or that of such subsequent  landlord) in the Building or the Real Property,  as
the case may be, shall,  except as otherwise  provided  below, be deemed to have
assumed all obligations under this Lease.  Notwithstanding  the foregoing,  such
transferee  may elect not to, or fail to, assume  Landlord's  obligations  under
this  Lease  arising  prior to the  transfer,  in which  event the  transferring
Landlord  shall  remain  liable  for  covenants,  and  obligations  of  Landlord
hereunder arising prior to such sale,  conveyance,  assignment or transfer while
such transferring  Landlord owned the Building or the Real Property, as the case
may be, but only to the extent of the net undistributed proceeds from such sale,
conveyance, assignment or transfer.

     Section  36.3  Limitation  on  Liability.  The  liability  of Landlord  for
Landlord's  obligations under this Lease shall be limited to Landlord's interest
from time to time in the Real Property (and the net unapplied and  undistributed
sales, condemnation and insurance proceeds thereof) and Tenant shall not look to
any other  property  or  assets of  Landlord  or the  property  or assets of any
Indemnitees in seeking either to enforce Landlord's obligations under this Lease
or to satisfy a judgment for Landlord's failure to perform such obligations; and
none of the  Indemnitees  shall be  personally  liable  for the  performance  of
Landlord's obligations under this Lease.

     Section 36.4 Rent.  Notwithstanding  anything to the contrary  contained in
this Lease, all amounts payable by Tenant to or on behalf of Landlord under this
Lease,  whether or not expressly  denominated Fixed Rent,  Tenant's Tax Payment,
Tenant's Operating  Payment,  Additional Rent or Rent, shall constitute rent for
the purposes of Section 502(b)(6) of the United States Bankruptcy Code and other
Requirements.

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<PAGE>


     Section 36.5 Entire  Agreement.  This Lease  (including  any  Schedules and
Exhibits  referred  to herein  and all  supplementary  agreements  provided  for
herein)  contains  the  entire  agreement  between  the  parties  and all  prior
negotiations and agreements are merged into this Lease. All of the Schedules and
Exhibits  attached  hereto are  incorporated  in and made a part of this  Lease,
provided that in the event of any inconsistency between the terms and provisions
of this Lease and the terms and provisions of the Schedules and Exhibits hereto,
the terms and  provisions of this Lease shall  control.  All Article and Section
references set forth herein shall,  unless the context  otherwise  requires,  be
deemed references to the Articles and Sections of this Lease.

     Section 36.6 Governing Law. This Lease shall be governed in all respects by
the laws of the State of New York.

     Section  36.7  Unenforceability.  If any  provision  of this Lease,  or its
application to any Person or  circumstance,  shall ever be held to be invalid or
unenforceable,  then in each  such  event  the  remainder  of this  Lease or the
application  of such  provision  to any other  Person or any other  circumstance
(other than those as to which it shall be invalid or unenforceable) shall not be
thereby  affected,  and each provision hereof shall remain valid and enforceable
to the fullest extent permitted by law.

     Section 36.8 Consent to Jurisdiction.  (a) Except as expressly  provided to
the contrary in this Lease, Tenant agrees that all disputes arising, directly or
indirectly,  out of or relating to this Lease,  and all actions to enforce  this
Lease,  shall be dealt with and  adjudicated in the state courts of the State of
New York or the federal  courts for the Southern  District of New York;  and for
that purpose Tenant expressly and irrevocably submits itself to the jurisdiction
of such courts.  Tenant agrees that so far as is permitted under applicable law,
this consent to personal  jurisdiction  shall be  self-operative  and no further
instrument  or  action,  other than  service  of  process in one of the  manners
specified in this Lease, or as otherwise permitted by law, shall be necessary in
order to confer  jurisdiction  upon it in any such court.  Tenant further agrees
that judgment  against it in any such action or  proceeding  shall be conclusive
and, to the extent  permitted  by  applicable  law, may be enforced in any other
jurisdiction  within or  outside  the  United  States of  America by suit on the
judgment,  a certified or exemplified copy of which shall be conclusive evidence
of the fact and of the amount of its indebtedness.

                  (b) To the extent that Tenant has or hereafter may acquire any
immunity  from  jurisdiction  of any  court or from any legal  process  (whether
through service or notice,  attachment  prior to judgment,  attachment in aid of
execution,  execution  or  otherwise)  with  respect to itself or its  property,
Tenant irrevocably waives such immunity in respect of its obligations under this
Lease.

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<PAGE>

     Section 36.9 Landlord's Agent.  Unless Landlord shall render written notice
to Tenant to the contrary, Tishman Speyer Properties,  L.P. is authorized to act
as Landlord's agent in connection with the performance of this Lease, and Tenant
shall direct all  correspondence  and requests to, and shall be entitled to rely
upon correspondence received from, Tishman Speyer Properties, L.P., as agent for
the Landlord in  accordance  with Article 27. Tenant  acknowledges  that Tishman
Speyer  Properties,  L.P. is acting  solely as agent for Landlord in  connection
with the foregoing;  and neither Tishman Speyer Properties,  L.P. nor any of its
direct or  indirect  partners,  officers,  shareholders,  directors,  employees,
principals,  agents or  representatives  shall have any  liability  to Tenant in
connection  with the  performance  of this Lease,  and Tenant waives any and all
claims  against  any and  all of  such  parties  arising  out of,  or in any way
connected with, this Lease, the Building or the Real Property.

     Section  36.10  Estoppels.  (a)  Within  10  days  following  request  from
Landlord,  any  Mortgagee  or any  Lessor,  Tenant  shall  deliver to Landlord a
written  statement  executed and acknowledged by Tenant, in form satisfactory to
Landlord,  (i) stating the Construction Period Start Date, the Rent Commencement
Date and the  Expiration  Date,  and that this  Lease is then in full  force and
effect  and  has  not  been   modified  (or  if  modified,   setting  forth  all
modifications),  (ii)  setting  forth the date to which  the Fixed  Rent and any
Additional Rent have been paid,  together with the amount of monthly Fixed Rent,
Tenant's Tax Payment and Tenant's Operating Payment then payable,  (iii) stating
whether or not, to the best of Tenant's knowledge,  Landlord is in default under
this Lease,  and, if Tenant  asserts that Landlord is in default,  setting forth
the specific  nature of any such  defaults,  (iv) stating  whether  Landlord has
failed to complete  any work  required to be  performed  by Landlord  under this
Lease,  (v)  stating  whether  there are any sums  payable to Tenant by Landlord
under this Lease, (vi) stating the amount of the Security Deposit, if any, under
this  Lease,  (vii)  stating  whether  there are any  subleases  or  assignments
affecting  the  Premises,  (viii)  stating  the  address  of Tenant to which all
notices and communications under the Lease shall be sent, and (ix) responding to
any other  matters  reasonably  requested  by Landlord,  such  Mortgagee or such
Lessor.  Tenant  acknowledges  that any  statement  delivered  pursuant  to this
Section  36.10(a)  may be  relied  upon by any  purchaser  or  owner of the Real
Property or the Building,  or all or any portion of  Landlord's  interest in the
Real Property or the Building or any Superior  Lease,  or by any  Mortgagee,  or
assignee thereof or by any Lessor, or assignee thereof.

                  (b) From time to time,  within 10 days  following a request by
Tenant,  Landlord  shall  deliver  to Tenant a written  statement  executed  and
acknowledged by Landlord,  in form reasonably acceptable to Tenant and Landlord,
(i) stating the Construction  Period Start Date, the Rent  Commencement Date and
the  Expiration  Date,  and that this Lease is then in full force and effect and
has not been modified (or, if modified,  setting forth all modifications),  (ii)
setting forth the date to which the Fixed Rent and all Additional Rent have been
paid,  together with the amount of monthly Fixed Rent,  Tenant's Tax Payment and
Tenant's  Operating  Payment then payable,  and (iii) stating whether or not, to
Landlord's  knowledge,  Tenant is in default under this Lease,  and, if Landlord
asserts that Tenant is in

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<PAGE>

default,  setting  forth  the  specific  nature of all such  defaults.  Landlord
acknowledges that any statement  delivered pursuant to this Section 36.10(b) may
be  relied  upon by any  prospective  or actual  sublessee  of the  Premises  or
assignee of this Lease, or permitted transferee of or successor to Tenant.

     Section 36.11 Certain Rules of Interpretation.  For purposes of this Lease,
whenever the words "include", "includes", or "including" are used, they shall be
deemed to be  followed  by the words  "without  limitation"  and,  whenever  the
circumstances  or the context  requires,  the singular shall be construed as the
plural,  the masculine  shall be construed as the feminine and/or the neuter and
vice versa.  This Lease shall be interpreted and enforced without the aid of any
canon,  custom or rule of law requiring or suggesting  construction  against the
party drafting or causing the drafting of the provision in question.

     Section 36.12  Captions.  The captions in this Lease are inserted only as a
matter of convenience and for reference and in no way define,  limit or describe
the scope of this Lease or the intent of any provision hereof.

     Section  36.13  Parties  Bound.  The  terms,   covenants,   conditions  and
agreements  contained  in this  Lease  shall  bind and inure to the  benefit  of
Landlord and Tenant and,  except as otherwise  provided in this Lease,  to their
respective legal representatives, successors, and assigns.

     Section 36.14  Directory.  The lobby at present  contains a directory panel
wherein Tenant and others  permitted to occupy the Premises shall be listed with
a capacity  for up to 40  listings.  If Landlord  shall  install a  computerized
directory in the lobby wherein the  Building's  tenants shall be listed,  Tenant
shall be entitled to the greater of (a) 40 listings and (b) such  proportion  of
such listings as Agreed Area of Premises is to the rentable  square foot area of
the  Building.  From time to time,  but not more  frequently  than once  every 3
months,  Landlord shall change the directory panel or, if applicable,  reprogram
the  computerized  directory to reflect such changes in the listings  therein as
Tenant shall request. Tenant shall pay Landlord's customary charge, if any, from
time to time in effect for making any such change in listings.

     Section  36.15  Counterparts.  This  Lease may be  executed  in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

     Section 36.16  Memorandum of Lease.  Neither this Lease nor a memorandum in
respect of this Lease shall be recorded.

     Section 36.17  Survival.  All  obligations  and  liabilities of Landlord or
Tenant to the other which accrued before the expiration or other  termination of
this Lease,  and all such  obligations and liabilities  which by their nature or
under the  circumstances can only be, or by

                                       70
<PAGE>

the provisions of this Lease may be,  performed  after such  expiration or other
termination,  shall survive the  expiration or other  termination of this Lease.
Without limiting the generality of the foregoing,  the rights and obligations of
the parties with respect to any indemnity under this Lease,  and with respect to
Fixed Rent,  Tenant's  Tax  Payment,  Tenant's  Operating  Payment and any other
amounts  payable  under  this  Lease,  shall  survive  the  expiration  or other
termination of this Lease.

     Section  36.18  Confidentiality.  Landlord and Tenant agree not to disclose
(a) that they have  entered  into this  Lease,  except  pursuant  to a  mutually
acceptable  press  release,  and (b) the terms hereof for one (1) year after the
date  hereof,  except that  Landlord and Tenant shall have the right to disclose
any  of  the  above   information   and  terms  (x)  to  partners,   affiliates,
shareholders,  proposed subtenants and assignees, accountants, attorneys, agents
and  representatives  and lenders who will be directed to treat such information
confidentially,  (y) as  required  by law and (z) in  connection  with any legal
action hereunder.


                                   ARTICLE 37

                                 RENEWAL OPTION

     Section 37.1 Exercise of Option.  Tenant shall have the right, to renew the
Term for all of the Premises for a single renewal term (the "Renewal Term") of 5
years by written  notice (the "Renewal  Notice")  delivered to Landlord not less
than 18  months  prior  to the  Expiration  Date,  time  being  of the  essence;
provided,  however,  that (a) no Event of  Default  shall have  occurred  and be
continuing either on the date the Renewal Notice is given or on the Renewal Term
Commencement Date (as hereinafter defined), and (b) Tenant shall be in occupancy
of at least 80% of the  rentable  area of the  Premises.  Upon the giving of the
Renewal Notice, this Lease shall be deemed renewed for the Renewal Term with the
same force and effect as if the Renewal Term had originally been included in the
Term. The Renewal Term shall commence on the day after the Expiration  Date (the
"Renewal Term  Commencement  Date") and shall terminate on the day preceding the
5th  anniversary of the Renewal Term  Commencement  Date or such earlier date as
this Lease shall terminate pursuant to any of the terms of this Lease.

     Section 37.2 Terms.  All of the terms,  covenants  and  conditions  of this
Lease shall  continue in full force and effect during the Renewal  Term,  except
that (a) the Fixed Rent for the Renewal  Term shall be in an amount equal to the
greater of (i) 100% of the Fair Market Value (as  hereinafter  defined) and (ii)
the annual Fixed Rent,  Tenant's Tax Payment and Tenant's Operating Payment then
in effect at the expiration of the initial term of this Lease,  (b) Tenant shall
have no further right to renew the Term,  (c) the Base Tax Year shall be the Tax
Year commencing on the July 1st prior to the Renewal Term Commencement Date, (d)
the Base Expense Years shall be the  Comparison  Year  commencing on the January
1st  prior to the  Renewal  Term  Commencement  Date and (e) the Base  Operating
Expenses  shall

                                       71
<PAGE>

be  the  Operating   Expenses  for  such  Comparison   Year.  Any   termination,
cancellation  or surrender of the entire  interest of Tenant under this Lease at
any time  during  the Term  shall  terminate  any  right of  renewal  of  Tenant
hereunder.

     Section 37.3 Fair Market  Value.  "Fair  Market  Value" shall mean the fair
market  annual rental value of the Premises at the  commencement  of the Renewal
Term for a term equal to the Renewal Term,  as  determined by Landlord  based on
comparable space in the Building,  including all of Landlord's services provided
for in this Lease,  and with (a) the Premises  considered as vacant,  and in the
"as is" condition  existing on the Renewal Term Commencement  Date, (b) the Base
Tax Year being the Tax Year commencing on the July 1st prior to the Renewal Term
Commencement  Date,  (c) the  Base  Expense  Years  being  the  Comparison  Year
commencing  on the January 1st prior to the Renewal Term  Commencement  Date and
(d) the Base Operating Expenses being the Operating Expenses for such Comparison
Year.  The  calculation of Fair Market Value shall also be adjusted to take into
account all relevant  factors.  Prior to the  commencement  of the Renewal Term,
Landlord shall deliver to Tenant Landlord's determination of Fair Market Value.

     Section 37.4 Arbitration.  If Tenant shall dispute Landlord's determination
of Fair Market  Value , Tenant  shall give  notice to  Landlord of such  dispute
within 30 days after the delivery of  Landlord's  determination  to Tenant,  and
such dispute shall be determined by a single arbitrator  appointed in accordance
with the American  Arbitration  Association  Real Estate  Valuation  Arbitration
Proceeding  Rules. If no notice of dispute is given by Tenant within such 30-day
period  (time being of the  essence),  then  Landlord's  determination  shall be
binding upon Tenant.  The arbitrator  shall be impartial and shall have not less
than 10 years'  experience  in the County of New York  related to the leasing of
commercial office space in office buildings comparable to the Building,  and the
fees of the  arbitrator  shall be shared by Landlord and Tenant.  Within 15 days
following the appointment of the arbitrator,  Landlord and Tenant shall attend a
hearing  before the arbitrator at which each party shall submit a report setting
forth its determination of Fair Market Value,  together with such information on
comparable  rentals and such other  evidence as such party shall deem  relevant.
The  arbitrator  shall,  within 30 days following such hearing and submission of
evidence,  render his or her decision by  selecting  the  determination  of Fair
Market Value  submitted by either  Landlord or Tenant which,  in the judgment of
the arbitrator, most nearly reflects the Fair Market Value. The arbitrator shall
have no power or  authority  to select any Fair  Market  Value other than a Fair
Market Value  submitted by Landlord or Tenant or to modify any of the provisions
of this Lease,  and the  decision of the  arbitrator  shall be final and binding
upon Landlord and Tenant.  Prior to the determination of the arbitrator,  Tenant
shall pay Fixed Rent based on  Landlord's  determination  of Fair  Market  Value
submitted to Tenant  pursuant to Section 37.3,  and  following the  arbitrator's
final  determination,  the amount of any  overpayment or  underpayment  shall be
appropriately adjusted between the parties.

     Section 37.5  Agreement of Terms.  Landlord and Tenant,  at either  party's
request, shall promptly execute and exchange an appropriate agreement evidencing
the extension of

                                       72
<PAGE>

the Term for the  Renewal  Term,  and the  terms  thereof  in a form  reasonably
satisfactory to both parties,  but no such agreement shall be necessary in order
to make the provisions hereof effective.


                                   ARTICLE 38

                              RIGHT OF FIRST OFFER

     Section 38.1 Exercise of Right.  If at any time prior to the last 24 months
of the Term (as the same may be  extended)  all or any  portion of the  rentable
area of the 31st floor of the  Building  that is not subject to this Lease (each
such  space  being  hereinafter  referred  to as an  "Expansion  Space")  is, or
Landlord  reasonably  believes the same is to become,  Available (as hereinafter
defined) and Landlord  proposes to lease such  Expansion  Space,  Landlord shall
deliver  notice  thereof  to Tenant  (an  "Expansion  Notice")  setting  forth a
description of the Expansion  Space in question,  the rentable square footage of
such  Expansion  Space,  Landlord's  determination  of the Expansion  Space Fair
Market  Value (as  hereinafter  defined) for such  Expansion  Space and the date
Landlord reasonably  anticipates that such Expansion Space will become Available
(the "Anticipated Expansion Space Commencement Date").  Provided that all of the
conditions precedent set forth in this Article 38 are fully satisfied by Tenant,
Tenant  shall have the option (an  "Expansion  Option"),  exercisable  by Tenant
delivering irrevocable notice to Landlord (an "Acceptance Notice") within 7 days
of the giving by Landlord of the applicable  Expansion Notice, time being of the
essence,  to lease the Expansion Space described in the related Expansion Notice
upon the terms and conditions set forth in this Article 38. An Expansion  Option
may be  exercised  only with respect to all of the  Expansion  Space that is the
subject of an  applicable  Expansion  Notice.  If Tenant fails to timely give an
Acceptance Notice with respect to any Expansion Space, Tenant shall be deemed to
have  rejected  Landlord's  offer to lease the  applicable  Expansion  Space and
Landlord  shall have no  further  obligation  and  Tenant  shall have no further
rights with respect to that particular Expansion Space during the Term.

     Section 38.2  Definitions.  (a) "Available"  shall mean that at the time in
question  (i) no Person  leases or  occupies  the  Expansion  Space  that is the
subject of an Expansion Notice,  whether pursuant to a lease or other agreement,
and (ii) no Person  holds any option or right to lease or occupy such  Expansion
Space, or to renew its lease or right of occupancy thereof.  So long as a tenant
or other  occupant  leases or  occupies  a portion of the  applicable  Expansion
Space,  Landlord shall be free to extend any such tenancy or occupancy,  whether
or not  pursuant  to a lease or other  agreement,  and such  space  shall not be
deemed to be Available.  In no event shall  Landlord be liable to Tenant for any
failure by any then  existing  tenant or occupant to vacate any of the Expansion
Space.  From and after the date hereof,  Landlord  shall not grant any rights to
any tenant or other occupant of the Building with respect to any Expansion Space
unless such  rights are  subordinate  to the rights  granted  Tenant  hereunder,

                                       73
<PAGE>

except to new tenants or  occupants  of a portion of the  Expansion  Space after
Landlord  shall have duly offered such portion of the Expansion  Space to Tenant
pursuant to this Article 38.

                  (b) "Expansion  Space Fair Market Value," with respect to each
Expansion  Space,  shall  mean  the  fair  market  annual  rental  value of such
Expansion Space at the commencement of the leasing of such Expansion Space for a
term  commencing  on  the  applicable  Expansion  Space  Commencement  Date  (as
hereinafter  defined)  and  ending on the  Expiration  Date,  as  determined  by
Landlord based on comparable space in the Building,  including all of Landlord's
services  provided for in the Lease and with (i) such Expansion Space considered
as vacant and in the "as is" condition  which same shall be in on the applicable
Expansion  Space  Commencement  Date,  (ii) the Base Tax Year being the Tax Year
commencing on the July 1st immediately  preceding the applicable Expansion Space
Commencement  Date,  (iii) the Base  Expense  Years  being the  Comparison  Year
commencing on the January 1st  immediately  preceding the  applicable  Expansion
Space  Commencement  Date,  and (iv)  the  Base  Operating  Expenses  bring  the
Operating  Expenses for such Comparison Year. The calculation of Expansion Space
Fair Market Value shall also be adjusted to take into account any other relevant
factors.

     Section 38.3 Conditions to Exercise. Tenant shall have no right to exercise
an Expansion  Option unless all of the following  conditions have been satisfied
on the date the applicable Acceptance Notice is delivered to Landlord and on the
Expansion Space Commencement Date:

          (a) No Event of Default shall have occurred and be continuing;

          (b) Tenant shall be in  occupancy of 100% of the rentable  area of the
     Premises; and

          (c) There shall not have occurred any material  adverse  change in the
     financial condition of Tenant from the condition described on the financial
     statements submitted by Tenant to Landlord in connection with this Lease.

     Section 38.4 Incorporation of Expansion Space.  Effective as of the date on
which Landlord  delivers vacant possession of an Expansion Space to Tenant (with
respect to each such Expansion Space, the "Expansion Space Commencement Date"):

          (a) Fixed Rent for such Expansion  Space shall be the Expansion  Space
     Fair Market Value as determined in accordance with this Article 38.

          (b) Tenant  shall pay  Tenant's  Tax  Payment and  Tenant's  Operating
     Payment  with  respect  to such  Expansion  Space  in  accordance  with the
     provisions of Article 8, except that (i) the Base Tax Year shall be the Tax
     Year  commencing  on the  July 1st  immediately  preceding  the  applicable
     Expansion Space Commencement Date, (ii) the Base

                                       74
<PAGE>

     Expense Years shall be the  Comparison  Year  commencing on the January 1st
     immediately preceding the applicable Expansion Space Commencement Date, and
     (iii) the Base Operating  Expenses shall be the Operating Expenses for such
     Comparison Year.

          (c) The rentable square footage of the Expansion Space shall be as set
     forth in the applicable  Expansion Notice (which the parties agree shall be
     the rentable  square  footage of such  Expansion  Space for all purposes of
     this  Lease),  the  Agreed  Area of  Premises  shall be  increased  by such
     rentable  square  footage  and  Tenant's   Proportionate   Share  shall  be
     appropriately adjusted.

          (d) The applicable  Expansion  Space shall be delivered in its "as is"
     condition,  and  Landlord  shall not be  obligated to perform any work with
     respect  thereto  or make  any  contribution  to  Tenant  to  prepare  such
     Expansion Space for Tenant's occupancy;

          (e) The Security  Deposit shall be increased by an amount equal to (i)
     the then existing amount of the Security Deposit then required  pursuant to
     Article 35, divided by the number of rentable square feet then contained in
     the  Premises,  multiplied  by (ii) the  number  of  rentable  square  feet
     contained in such Expansion Space; and

          (f) The applicable  Expansion Space shall be added to and be deemed to
     be a part  of the  Premises  for all  purposes  of this  Lease  (except  as
     otherwise provided in this Section 38).

     Section 38.5  Possession.  In no event shall Landlord be obligated to incur
any fee,  cost,  expense or  obligation,  nor to  prosecute  any legal action or
proceeding, in connection with the delivery of any Expansion Space to Tenant nor
shall Tenant's obligations under this Lease with respect to the Premises or such
Expansion  Space be  affected  thereby.  Landlord  shall not be  subject  to any
liability  and this Lease shall not be  impaired if Landlord  shall be unable to
deliver  possession of any  Expansion  Space to Tenant on any  particular  date.
Tenant  hereby waives any right to rescind this Lease or any  Acceptance  Notice
under the  provisions  of Section 223-a of the Real Property Law of the State of
New York,  and agrees that the  provisions  of this Section 38.5 are intended to
constitute  "an express  provision to the  contrary"  within the meaning of said
Section  223-a.  Landlord  agrees that it shall not waive any rights it may have
against any Person holding over in the Expansion  Space,  without any obligation
to enforce any such rights.

     Section 38.6 Arbitration.  If Tenant shall dispute Landlord's determination
of the Expansion Space Fair Market Value for any Expansion  Space,  Tenant shall
give notice to Landlord of such dispute within 20 days following the delivery of
Landlord's  determination  to Tenant,  and such dispute shall be determined by a
single  arbitrator   appointed  in  accordance  with  the  American  Arbitration
Association Real Estate Valuation Arbitration  Proceeding Rules. If no notice of
any dispute is given within such 20 day period (time being of the essence), then
Landlord's  determination  shall be binding upon Tenant. The arbitrator

                                       75
<PAGE>

shall be  impartial  and shall  have not less than 10 years'  experience  in the
County of New York in a calling  related  to the  leasing of  commercial  office
space  in  office  buildings  comparable  to the  Building,  and the fees of the
arbitrator shall be shared by Landlord and Tenant.  Within 15 days following the
appointment of the arbitrator, Landlord and Tenant shall attend a hearing before
the  arbitrator  at which each party  shall  submit a report  setting  forth its
determination  of the  Expansion  Space  Fair  Market  Value  of the  applicable
Expansion Space,  together with such information on comparable  rentals and such
other evidence as such party shall deem relevant.  The arbitrator shall,  within
30 days  following  such hearing and  submission of evidence,  render his or her
decision by selecting the determination of the Expansion Space Fair Market Value
submitted by either Landlord or Tenant which, in the judgment of the arbitrator,
most nearly  reflects the  Expansion  Space Fair Market Value of the  applicable
Expansion  Space.  The arbitrator shall have no power or authority to select any
Expansion  Space Fair  Market  Value other than an  Expansion  Space Fair Market
Value  submitted  by  Landlord  or  Tenant  or to  modify  any of the  terms and
provisions of this Lease,  and the decision of the arbitrator shall be final and
binding upon Landlord and Tenant.  Prior to the determination of the arbitrator,
Tenant shall pay Fixed Rent based on Landlord's  determination  of the Expansion
Space Fair Market Value for the applicable  Expansion  Space,  and following the
arbitrator's final determination,  the amount of any overpayment or underpayment
shall be adjusted between the parties.

     Section 38.7  Agreement of Terms.  Landlord and Tenant,  at either  party's
request, shall promptly execute and exchange an appropriate agreement evidencing
the leasing of each Expansion  Space and the terms thereof in a form  reasonably
satisfactory to both parties,  but no such agreement shall be necessary in order
to make the provisions hereof effective.


                                   ARTICLE 39

                                   ARBITRATION

     In any arbitration which, pursuant to the express provisions of this Lease,
is  governed  by this  Article  39,  either  party may  submit the  dispute  for
resolution  by  arbitration  in the  City of New  York in  accordance  with  the
Commercial  Arbitration Rules (Expedited Procedures) of the American Arbitration
Association  ("AAA"),  except that the terms of this Article 39 shall  supersede
any  conflicting  or  otherwise  inconsistent  rules.  Provided  the  rules  and
regulations  of the AAA so  permit,  (i) the AAA shall,  within 2 Business  Days
after such submission or application, select a single arbitrator having at least
ten (10) years'  experience in leasing and  management of commercial  properties
similar to the Building,  (ii) the  arbitration  shall  commence 2 Business Days
thereafter  and  shall  be  limited  to a total  of  seven  hours on the date of
commencement  until  completion,  with each party having no more than a total of
two  hours to  present  its case and to  cross-examine  or  interrogate  persons
supplying  information or  documentation on behalf of the other party, and (iii)
the  arbitrator  shall make a  determination  within 3  Business  Days after the
conclusion  of  the  presentation  of  Landlord's

                                       76
<PAGE>

and Tenant's cases, which  determination shall be limited to a decision upon (A)
whether Landlord acted reasonably in withholding its consent or approval, or (B)
the  specific  dispute  presented  to the  arbitrator,  as  applicable  (and the
arbitrator shall not be permitted to modify any of the terms of this Lease). The
arbitrator's  determination shall be final and binding upon the parties, whether
or not a  judgment  shall be  entered in any court.  All  actions  necessary  to
implement such decision shall be undertaken as soon as possible, but in no event
later  than  10  Business  Days  after  the  rendering  of  such  decision.  The
arbitrator's  determination  may be  entered  in any court  having  jurisdiction
thereof.  All fees payable to the AAA for services  rendered in connection  with
the  resolution  of the dispute  shall be paid by the  unsuccessful  party.  The
arbitrator shall not be entitled to award monetary damages.


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


                        405 LEXINGTON, L.L.C., Landlord



                        By: _/s/ Bruce D. Saber_________
                            Name:  Bruce D. Saber
                            Title: Vice President



                        ADVENT SOFTWARE, INC.,
                        Tenant


                        By: _/s/ Irv Lichtenwald________
                             Name:  Irv Lichtenwald
                             Title: CFO

                        Tenant's Federal Identification Number:
                            94-2901952
                        --------------------------------



                                       77
<PAGE>



                                 ACKNOWLEDGMENT


STATE OF CALIFORNIA      )
                         ) SS.:
COUNTY OF SAN FRANCISCO  )


     On  this  20th  day  of  July,  1999  before  me  personally  came  Irv  H.
Lichtenwald,  who,  being duly sworn by me, did depose and say that  he/she is a
Chief Financial  Officer of Advent  Software Inc., the corporation  described in
and which executed the foregoing instrument, and that he/she signed his/her name
thereto by order of the board of directors of said  corporation,  as the act and
deed of said corporation for the uses and purposes intended therein.


                                  /s/ Nancy Ann Corsaut
                                  ---------------------
                                  Notary Public





<PAGE>



                                    EXHIBIT A

                                   FLOOR PLANS


The floor  plans  which  follow are  intended  solely to  identify  the  general
location  of the  Premises,  and should not be used for any other  purpose.  All
areas,  dimensions and locations are  approximate,  and any physical  conditions
indicated may not exist as shown.

                                  See Attached



<PAGE>


                                    EXHIBIT B

                                   DEFINITIONS


         Affiliate:  With respect to any Person, any other Person that, directly
or indirectly (through one or more intermediaries),  Controls, is Controlled by,
or is under common Control with, such first Person.

         Base Rate: The annual rate of interest publicly  announced from time to
time by Citibank,  N.A., or its  successor,  in New York,  New York as its "base
rate" (or such other term as may be used by Citibank,  N.A.,  from time to time,
for the rate presently referred to as its "base rate").

         Building  Systems:  The  mechanical,  electrical,  plumbing,  sanitary,
sprinkler,  heating,  ventilation and air conditioning,  security,  life-safety,
elevator and other service  systems or facilities of the Building up to (but not
including)  the point of  localized  distribution  to the  Premises  (excluding,
however, supplemental HVAC systems of tenants (including Tenant), sprinklers and
the  horizontal  distribution  systems  within and servicing the Premises and by
which mechanical,  electrical,  plumbing, sanitary, heating, ventilating and air
conditioning,  security,  life-safety  and other service systems are distributed
from the base Building risers, feeders,  panelboards, etc. for provision of such
services to the Premises).

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

         Code:The Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.

         Control:  (i) (a) The ownership,  directly or indirectly,  of more than
50% of the voting stock of a corporation, or (b) in the case of any Person which
is not a corporation, the ownership, directly or indirectly, of more than 50% of
the  beneficial  ownership  interest in such Person,  or (ii) in the case of any
such Person, the possession,  directly or indirectly,  of the power to direct or
cause the direction of the management and policies of such Person.

         Cost Per Kilowatt Hour: (a) The total cost for electricity  incurred by
Landlord to service the Building during a particular  billing period  (including
energy charges, demand charges, surcharges, time-of-day charges, fuel adjustment
charges,  rate adjustment charges,  taxes, rebates and any other factors used by
the public  utility  company in computing  its charges to Landlord)  during such
period, divided by (b) the total kilowatt hours purchased by Landlord to provide
electricity to the Building during such period.


<PAGE>


         Deficiency:  The  difference  between (a) the Fixed Rent and Additional
Rent for the period which otherwise would have constituted the unexpired portion
of the Term (assuming the  Additional  Rent for each year thereof to be the same
as was payable for the year immediately preceding such termination or re-entry),
and (b) the net amount, if any, of rents collected under any reletting  effected
pursuant  to the  provisions  of this Lease for any part of such  period  (after
first deducting from such rents all expenses  incurred by Landlord in connection
with the  termination of this Lease,  Landlord's  re-entry upon the Premises and
such reletting, including repossession costs, brokerage commissions,  attorneys'
fees and disbursements, and alteration costs).

         Excluded  Expenses:  (a) Taxes;  (b)  franchise or income taxes imposed
upon  Landlord;  (c)  mortgage  amortization  and  interest  and  financing  and
refinancing costs and costs incurred in connection with the transfer of the Real
Property;  (d) leasing  commissions;  (e) the cost of tenant  installations  and
decorations incurred in connection with preparing space for any Building tenant,
including workletters and concessions;  (f) wages, salaries and benefits paid to
any persons above the level of the immediate  supervisor of the building manager
and excluding the wages,  salaries and benefits of such supervisor to the extent
such  supervisor  provides  services to buildings  other than the Building;  (g)
legal and  accounting  fees relating to (A) disputes  with tenants,  prospective
tenants or other  occupants  of the  Building,  (B)  mortgagees  or  prospective
mortgagees  of the Building or the Real  Property or any part of either,  or (C)
negotiations  of leases,  contracts of sale or mortgages;  (h) costs of services
provided to other tenants of the Building on a "rent-inclusion"  basis which are
not  provided  to Tenant on such  basis;  (i) costs that are  reimbursed  out of
insurance,  warranty or  condemnation  proceeds,  or which are  reimbursable  by
Tenant or other tenants other than pursuant to an expense escalation clause; (j)
costs in the nature of penalties or fines;  (k) costs for services,  supplies or
repairs  paid to any related  entity in excess of costs that would be payable in
an "arm's length" or unrelated situation;  (l) allowances,  concessions or other
costs and expenses of improving  any demised or demisable  space in the Building
and treating  Hazardous  Materials in  connection  with  preparing  space in the
Building for a tenant's occupancy;  (m) advertising and promotional  expenses in
connection with leasing of the Building; (n) the costs of installing,  operating
and  maintaining  a specialty  improvement,  including a  cafeteria,  lodging or
private dining facility,  or an athletic,  luncheon or recreational  club unless
Tenant is permitted to make use of any such facility without  additional cost or
on a subsidized  basis  consistent  with other users;  (o) any costs or expenses
(including fines, interest,  penalties and legal fees) arising out of Landlord's
failure  to timely  pay  Operating  Expenses  or Taxes;  (p) costs  incurred  in
connection with the removal, encapsulation or other treatment of asbestos or any
other Hazardous  Materials  (defined as such on the date hereof) existing in the
Premises as of the date hereof;  (q) ground rent,  and any other amounts paid to
the Lessor under any  Superior  Lease,  if any,  except to the extent such other
amounts are otherwise includable in Operating Expenses;  (r) the cost of capital
improvements  other than those expressly included in Operating Expenses pursuant
to Section 8.1 of this Lease; (s) costs incurred to comply with  Requirements in
effect  as of the date of this  Lease  and with  which  Landlord  is not then in
compliance; (t) costs incurred in


                                       2
<PAGE>

connection  with the initial  performance  of the Building Work and all costs in
correcting  defects  in the  construction  thereof  within 12  months  after the
completion  thereof;  (u) the cost of  electrical  energy  and  other  utilities
furnished to any space leased or available for lease in the Building, which cost
is  reimbursed  directly by Building  occupants  and not pursuant to a provision
similar to Article 8 (except  with respect to the  Building  office);  (v) costs
associated  with the  maintenance of the entity that  constitutes  Landlord,  as
distinguished from costs of ownership,  operation, repair and maintenance of the
Building;  (w) costs  allocable  directly  and solely to any retail space in the
Building; (x) management fees in excess of 3% of the gross rentals collected for
the  Building and (y) the cost of repairs or  replacements  by reason of fire or
other casualty except customary deductibles.

         Governmental Authority (Authorities): The United States of America, the
City,  County  or State  of New  York,  or any  political  subdivision,  agency,
department,   commission,  board,  bureau  or  instrumentality  of  any  of  the
foregoing,  or any landmarks  preservation agency (or other entity designated or
accepted  for such  purpose by any  Governmental  Authority),  now  existing  or
hereafter  created,  having  jurisdiction  over the Real Property or any portion
thereof or the curbs, sidewalks, and areas adjacent thereto.

         Hazardous Materials:  Any substances,  materials or wastes currently or
in the future deemed or defined in any  Requirements as "hazardous  substances",
"toxic substances", "contaminants", "pollutants" or words of similar import.

         HVAC  Systems:   The  Building  System  designed  to  provide  heating,
ventilation and air conditioning.

         Indemnitees: Landlord, Landlord's Agent, each Mortgagee and Lessor, and
each of their respective direct and indirect partners,  officers,  shareholders,
managers, directors, members, trustees,  beneficiaries,  employees,  principals,
contractors, licensees, invitees, servants, agents and representatives.

         Lessor:  A lessor under a Superior Lease.

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

         Mortgagee(s):  Any mortgagee, trustee or other holder of a Mortgage.

         Person:  Any individual,  corporation,  partnership,  limited liability
company,   limited  liability   partnership,   joint  venture,   estate,  trust,
unincorporated  association,  business trust, tenancy-in common or other entity,
or any Governmental Authority.

                                       3
<PAGE>


         Prohibited Use: Any use or occupancy of the Premises that in Landlord's
reasonable  judgment  would be likely to: (a) cause damage to the Building,  the
Premises or any equipment,  facilities or other systems therein;  (b) impair the
appearance of the Premises or the Building; (c) interfere with the efficient and
economical maintenance,  operation and repair of the Premises or the Building or
the equipment,  facilities or systems thereof;  (d) adversely affect any service
provided to, and/or the use and occupancy by, any Building  tenant or occupants;
(e) violate the certificate of occupancy issued for the Premises or the Building
or (f)  adversely  affect  the image of the  Building  as a  first-class  office
location in midtown Manhattan.  Prohibited Use also includes the use of any part
of the Premises for: (i) a restaurant or bar; (ii) the preparation, consumption,
storage,  manufacture  or sale of food or beverages  (except in connection  with
vending  machines  and/or  warming  kitchens  installed  for the use of Tenant's
employees and invitees only),  liquor,  tobacco or drugs;  (iii) the business of
photocopying,  multilith or offset printing  (except  photocopying in connection
with Tenant's own business); (iv) a typing or stenography business; (v) a school
or classroom; (vi) lodging or sleeping; (vii) the operation of retail facilities
(meaning  a  business  whose  primary  patronage  arises  from  the  generalized
solicitation of the general public to visit Tenant's offices in person without a
prior appointment) of a savings and loan association or retail facilities of any
financial,  lending,  securities  brokerage  or  investment  activity;  (viii) a
payroll  office;  (ix) a barber,  beauty or  manicure  shop;  (x) an  employment
agency,  executive  search  firm or  similar  enterprise;  (xi)  offices  of any
Governmental  Authority,  any foreign  government,  the United  Nations,  or any
agency or  department  of the  foregoing;  (xii) the  manufacture,  retail sale,
storage of merchandise or auction of merchandise,  goods or property of any kind
to the general  public which could  reasonably be expected to create a volume of
pedestrian traffic  substantially in excess of that normally  encountered in the
Premises;  (xiii) the  rendering  of  medical,  dental or other  therapeutic  or
diagnostic services;  or (xiv) any illegal purposes or any activity constituting
a nuisance.

         Requirements:  All present and future laws, rules, orders,  ordinances,
regulations,  statutes,  requirements, codes and executive orders, extraordinary
and ordinary, of (i) all Governmental Authorities,  including the Americans With
Disabilities  Act, 42 U.S.C.  ss.12101 (et seq.),  New York City Local Law 58 of
1987,  and any law of like import,  and all rules,  regulations  and  government
orders with  respect  thereto,  and any of the  foregoing  relating to Hazardous
Materials, environmental matters, public health and safety matters and landmarks
preservation,  (ii) any applicable  fire rating bureau or other body  exercising
similar  functions,  affecting  the Real  Property  or the  maintenance,  use or
occupation thereof, or any street, avenue or sidewalk comprising a part of or in
front  thereof or any vault in or under the same and (iii) all  requirements  of
all insurance bodies affecting the Premises.

         Rules and Regulations:  The rules and regulations annexed to and made a
part of this Lease as Exhibit  G, as they may be  modified  from time to time by
Landlord.

                                       4
<PAGE>


         Specialty Alterations:  Alterations  consisting of kitchens,  executive
bathrooms,  raised computer floors, computer installations,  safe deposit boxes,
vaults,  libraries or file rooms  requiring  reinforcement  of floors,  internal
staircases,   conveyors,   dumbwaiters,  and  other  Alterations  of  a  similar
character.

         Substantial  Completion.  As to any construction performed by any party
in the  Premises,  including  the Initial  Installations,  any  Alterations,  or
Landlord's Work,  "Substantial  Completion" or  "Substantially  Completed" means
that such work has been  completed,  as  reasonably  determined  by the  party's
architect  performing  the work, in accordance  with (a) the  provisions of this
Lease applicable  thereto,  (b) the plans and  specifications for such work, and
(c) all  applicable  Requirements,  except for minor  details  of  construction,
decoration and mechanical  adjustments,  if any, the noncompletion of which does
not  materially  interfere  with  Tenant's  use of the  Premises  or  which,  in
accordance  with  good  construction  practice,  should be  completed  after the
completion of other work to be performed in the Premises.

         Superior Lease(s):  Any ground or underlying lease of the Real Property
or any part thereof  heretofore or hereafter  made by Landlord and all renewals,
extensions,   supplements,   amendments,   modifications,   consolidations,  and
replacements thereof.

         Tenant  Delay:  Any delay which results from any act or omission of any
Tenant  Party,   including  delays  due  to  changes  in  or  additions  to,  or
interference  with any work to be done by  Landlord,  or  delays  by  Tenant  in
submission  of  information  approving  working  drawings or estimates or giving
authorizations or approvals.

         Tenant Party: Any of Tenant,  any Affiliate of Tenant, any subtenant or
any  other  occupant  of the  Premises,  or any of their  respective  direct  or
indirect  partners,  officers,   shareholders,   directors,  members,  trustees,
beneficiaries,   employees,   principals,   contractors,   licensees,  invitees,
visitors, servants, agents, or representatives.

         Tenant's  Property:  Tenant's  movable  fixtures and movable  walls and
partitions,  telephone and other equipment,  computer  systems,  trade fixtures,
furniture, furnishings, and other items of personal property which are removable
without material damage to the Premises or Building.

         Unavoidable  Delays:  Landlord's  inability  to  fulfill  or  delay  in
fulfilling any of its obligations  under this Lease expressly or impliedly to be
performed  by Landlord or  Landlord's  inability  to make or delay in making any
repairs,  additions,  alterations,  improvements  or  decorations  or Landlord's
inability  to  supply  or delay in  supplying  any  equipment  or  fixtures,  if
Landlord's  inability  or delay is due to or arises by reason of strikes,  labor
troubles or by accident, or by any cause whatsoever beyond Landlord's reasonable
control,  including  Requirements,  laws,  governmental preemption in connection
with a national emergency,  shortages,  or unavailability of labor, fuel, steam,
water,  electricity  or

                                       5
<PAGE>

materials,  or delays caused by Tenant or other tenants,  mechanical  breakdown,
acts of God, enemy action, civil commotion, fire or other casualty.

                                       6
<PAGE>



                                    EXHIBIT C

                                 LANDLORD'S WORK

         The following  work (unless  otherwise  specifically  provided  herein)
shall be of material,  manufacture,  design, capacity, quality, finish and color
of the standard adopted by Landlord for the Building,  and, where quantities are
hereinafter specified,  such quantities shall include any existing installations
to the extent useable and used in the performance of such work.

         1.  Demolish  the  existing  tenant  installations  in the Premises and
deliver Premises broom clean.

         2. Fireproof exposed structural steel in the Premises.

         3. Repair, as appropriate, all base- Building air-handling units in the
Premises.

         4. Repair, as appropriate, fan coils, associated controls and convector
covers and grills in the Premises.

         5.  Provide  main  sprinkler  tap on each  floor in the  Premises  in a
location reasonably designated by Landlord.

         6. Provide copies of ACP-5 Certificates in respect of item 1.

         7.  Make an  opening  in floor  slab for  Tenant's  internal  staircase
between the floors of the  Premises  having the  dimensions  and in the location
shown on a plan to be submitted  by Tenant to Landlord  prior to August 15, 1999
and reasonably approved by Landlord.

         8. Demise the common corridor on the 31st floor of the Building.

         9.   Provide  the   necessary   points  (as   required  by   applicable
Requirements)  of  connection  for  Tenant's  fire and  life-safety  system in a
location reasonably designated by Landlord.



<PAGE>



                                    EXHIBIT D

                                  BUILDING WORK



1.0      EXTERNAL FINISHES

         1.1 The building's main entrance will be finished with stone paving.

         1.2      EXTERIOR WALL FINISH

                  a.       Glass and aluminum curtain wall system.
                  b.       New store fronts will consist of ornamental metal and
                           glazing with columns  covered with  ornamental  metal
                           covers.

2.0      INTERIOR FINISHES IN PUBLIC AREAS

         2.1      MAIN LOBBY ON GROUND FLOOR

                  a.       Walls and floor will be finished  primarily in stone.
                           Accent  materials  will  be  decorative   metal.  The
                           ceiling will be drywall with recessed  lighting.  The
                           level of finish will be  consistent  with  comparable
                           first-class office buildings.
                  b.       Where open to lobby, new retail areas will be
                           provided with store fronts of decorative metal and
                           glazing.

3.0      INTERIOR FINISHES

         3.1      GENERAL

                  a.       Base-Building finishes will include concrete floors
                           with a trowel finish in areas of new construction
                           and exposed structure.
                  b.       Interior columns will be exposed spray-fireproofed
                           steel or concrete.
                  c.       Core Walls: At the new addition the west core wall
                           will be a combination of brick and taped, prime-
                           painted drywall. Core walls elsewhere are general
                           masonry.



<PAGE>


4.0      ELEVATORS

         4.1 Elevator cabs will be re-finished consistent with lobby finishes.

5.0      EXTERIOR WALL

         5.1      Windows will consist of glass and aluminum curtainwall system.

         5.2      Tenant side of exterior walls

                  a.       At  existing  construction:   existing  plaster  wall
                           enclosure  to remain at  windows,  to be  painted  by
                           Tenant.  Existing  sheet  metal fan coil  units  will
                           remain with painted sheet metal trim provided between
                           new windows and existing interior window surrounds.

                  b.       At new addition,  where window  appearance  resembles
                           the  existing  wall,  drywall  enclosure  around  the
                           windows will be provided.

                  c.       At new west wall portion of addition with  continuous
                           exposed curtainwall columns at the exterior wall will
                           be clad in drywall. At the base of the tempered glass
                           windows will be a low continuous, painted sill.

                  d.       All  ceiling,  drywall and HVAC work within 4 feet of
                           the floor-to-ceiling  glass (the design control zone)
                           will  be  done  consistent  with a  Building-standard
                           design designated by Landlord.

                  e.       Mecho shades  designated by Landlord will be provided
                           and installed by Tenant, at Tenant's expense,  in all
                           perimeter  windows and will be  maintained  at a full
                           open, full closed or half-up position.

6.0      AIR CONDITIONING SYSTEMS DESCRIPTION - ADDITIONAL SPACE

         6.1      The   additional   space   will  be   served   by  a   central
                  variable-air-volume,   low  temperature,   chilled-water   air
                  handling system.  Base-Building air distribution ductwork will
                  terminate at floor supply shaft tap-offs, with the capacity to
                  provide HVAC consistent with the standards provided in Exhibit
                  E of this  Lease  and will  include  automatic  fire and smoke
                  dampers which will also function as floor isolation dampers to
                  control after hours HVAC and isolate vacant floors.

                  The  supply  and  return   typical   floor   dampers  will  be
                  interlocked  with the  operation  of the  central  supply  and
                  return  fans,  and will  also be  capable  of

                                       2
<PAGE>

                  being  manually controlled  from the Fire Command Center Smoke
                  Control Panel and Building Automation System.

                  The base-Building  will provide a hot water distribution riser
                  system  terminating  with valved tap-offs at a core shaft wall
                  in a Building standard location on each floor.

7.0      STRUCTURAL MATTERS

                  7.1 Original Building design loads are as follows:

                               Live Load             50psf
                               Partitions            20psf
                               Ceiling               10psf

                  7.2 New addition design loads are as follows:

                               Live Load             50psf
                               Partitions            12psf
                               Ceiling                 8psf

Note:  The slab  tolerance for the new addition is  approximately  + 1/4" per 10
feet (non-cumulative)


                                       3
<PAGE>


                                    EXHIBIT E

                               HVAC SPECIFICATIONS


         The HVAC  System  serving the  Premises is designed to maintain  (a) 76
degrees  Fahrenheit when summer outdoor conditions are 89 degrees Fahrenheit dry
bulb and 73 degrees  Fahrenheit wet bulb and (b) 70 degrees  Fahrenheit when the
winter  outdoor  condition  is 11 degrees  Fahrenheit.  The HVAC System shall be
capable of handling (1) an  electrical  load of 4 watts per usable  square foot,
(2) an occupancy  rate of one (1) person per 150 usable  square feet,  and (3) a
ventilation make-up rate of 20 cfm per person.




<PAGE>


                                    EXHIBIT F

                             CLEANING SPECIFICATIONS


GENERAL CLEANING

NIGHTLY

         General Offices:

         1. All hard  surfaced  flooring  to be swept  using  approved  dustdown
preparation.

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

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

         4. Empty all waste receptacles and remove wastepaper.

         5. Wash clean all Building water fountains and coolers.

         6. Sweep all private stairways.

         Lavatories:

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

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

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

         4. Wash all toilet seats.

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

         6. Empty paper  receptacles,  fill  receptacles  from tenant supply and
            remove wastepaper.

         7. Fill toilet tissue holders from tenant supply.


<PAGE>


         8. Empty and clean sanitary disposal receptacles.
WEEKLY

         1. Vacuum all carpeting and rugs.

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

         3. Wipe clean all brass and other bright work.


QUARTERLY

         High dust premises complete including the following:

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

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

         3. Dust all venetian blinds or shades.

SEMI-ANNUALLY

         1.       Wash all windows, weather permitting.



<PAGE>



                                    EXHIBIT G
                              RULES AND REGULATIONS

     1. No awnings or other  projections  shall be attached to the outside walls
of the Building.  No curtains,  blinds,  shades,  screens or other  obstructions
shall be attached to or hung in or used in connection  with any exterior  window
or entry door of the Premises, without the prior written consent of Landlord.

     2. No sign,  advertisement,  notice or other  lettering shall be exhibited,
inscribed,  painted  or affixed to any part of the  outside of the  Premises  or
Building  or on the  inside  of the  Premises  if the same can be seen  from the
outside of the Premises without the prior written consent of Landlord. Lettering
on doors,  if and when  approved by  Landlord,  shall be  inscribed,  painted or
affixed for Tenant in a size, color and style acceptable to Landlord.

     3. The grills, louvers, skylights,  windows and doors that reflect or admit
light and/or air into the Premises, halls, passageways or other public places in
the  Building  shall not be  covered  or  obstructed  by  Tenant,  nor shall any
bottles,  parcels or other article be placed on the window  sills,  radiators or
convectors.

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

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

     6. Except in those areas  designated  by Tenant as  "security  areas",  all
locks or bolts of any kind shall be operable  by the Grand  Master Key. No locks
shall be  placed  upon any of the  doors or  windows  by  Tenant,  nor shall any
changes be made in locks or the  mechanism  thereof  which shall make such locks
inoperable by said Grand Master Key.  Tenant shall,  upon the termination of its
tenancy,  turn over to Landlord  all keys of stores,  offices and toilet  rooms,
either furnished to or otherwise procured by Tenant and in the event of the loss
of any keys  furnished  by  Landlord,  Tenant  shall  pay to  Landlord  the cost
thereof.

     7. Tenant shall keep the entrance door to the Premises closed at all times.


<PAGE>


     8.  All  removals  or the  carrying  in or out of any  freight,  furniture,
packages,  boxes,  crates or any other object or matter of any description  must
take place  during  Building  standard  hours.  Landlord  reserves  the right to
inspect all objects and matter to be brought  into the  Building  and to exclude
from the Building  all objects and matter which  violates any of these Rules and
Regulations  or the  lease of which  these  Rules  and  Regulations  are a part.
Landlord  may require  that any person  leaving the public areas of the Building
with any package,  object or matter submit a pass, listing each package,  object
or  matter  being  removed,  but  the  establishment  and  enforcement  of  such
requirement  shall not impose any  responsibility on Landlord for the protection
of Tenant against the removal of property from the Premises.

     9.  There  shall  not be used in any  space or in the  public  halls of the
Building, either by Tenant or by jobbers or any others in the moving or delivery
or receipt of safes, freight, furniture,  packages, boxes, crates, paper, office
material or any other matter or thing,  any hand trucks  except  those  equipped
with rubber tires, side guards and such other safeguards as Landlord requires.

     10. None of Tenant's employees,  visitors or contractors shall be permitted
to have access to the Building's roof, mechanical, electrical or telephone rooms
without permission from Landlord.

     11. Tenant shall not make or permit to be made,  any unseemly or disturbing
noises or disturb or interfere with  occupants of this or neighboring  Buildings
or premises or those having business with them.

     12. Tenant shall not lay floor tile,  or other  similar  floor  covering so
that the same shall come in direct  contact with the floor of the Premises  and,
if such floor  covering  is  desired to be used,  an  interlining  of  builder's
deadening felt shall be first affixed to the floor by a paste or other material,
soluble in water,  the use of cement or other similar  adhesive  material  being
expressly prohibited.

     13.  Neither  Tenant  nor  any of  Tenant's  servants,  employees,  agents,
visitors  or  licensees  shall at any time bring or keep upon the  Premises  any
hazardous  material,  inflammable,  combustible or explosive fluid,  chemical or
substance  except such minimal  quantities  as are  incidental  to normal office
occupancy.

     14.  Tenant  shall  not use or keep,  or  permit  to be used or  kept,  any
hazardous  or toxic  materials  or any foul or noxious gas or  substance  in the
Premises,  permit or suffer  the  Premises  to be  occupied  or used in a manner
offensive  or  objectionable  to Landlord or other  occupants of the Building by
reason of noise, odors, vibrations or interfere in any way with other tenants or
those having business therein.

                                       2
<PAGE>


     15.  Tenant  shall  not  cause or  permit  any  odors of  cooking  or other
processes  or any unusual or  objectionable  odors to emanate  from the Premises
which would annoy other tenants or create a public or private nuisance.

     16. Except as specifically  provided in the Lease,  Tenant shall not do any
cooking or conduct any  restaurant,  luncheonette  or cafeteria  for the sale or
service of food or beverages to its employees or to others.

     17. Tenant may, at its sole cost and expense and subject to compliance with
all applicable  requirements of the Lease, install and maintain vending machines
for the exclusive use by Tenant,  its officers,  employees and business  guests,
provided  that each  machine,  where  necessary,  shall  have a  waterproof  pan
thereunder and be connected to a drain.  Tenant shall not permit the delivery of
any food or beverage to the  Premises,  except by persons  approved by Landlord,
which approval shall not be unreasonably withheld or delayed.

     18. Tenant shall not employ any person or persons other than the janitor of
Landlord for the purpose of cleaning the Premises, unless otherwise agreed to by
Landlord in writing.  Tenant shall not cause any unnecessary  labor by reason of
Tenant's  carelessness  or  indifference  in the  preservation of good order and
cleanliness.

     19. Tenant shall store all its trash,  garbage and  recyclables  within its
Premises.  No material  shall be disposed of which may result in a violation  of
any law or ordinance  governing such disposal.  All garbage and refuse  disposal
shall be made only through entry ways and  elevators  provided for such purposes
and at such times as  Landlord  shall  designate.  Tenant  shall use  Building's
hauler.

     20. Tenant shall, at its expense, provide artificial light for
the employees of Landlord while doing janitor service or other cleaning,  and in
making repairs or alterations in the Premises.

     21. Tenant shall not mark, paint,  drill into or in any way deface any part
of the  Premises  or the  Building,  except  with the prior  written  consent of
Landlord in the case of the Premises,  which  consent shall not be  unreasonably
withheld.  No boring,  cutting or stringing of wires shall be permitted,  except
with prior written consent of Landlord, and as Landlord may direct.

     22. The water and wash  closets and other  plumbing  fixtures  shall not be
used for any purposes  other than those for which they were  constructed  and no
sweepings,  rubbish, rags, acids or other substances shall be deposited therein.
All damages  resulting  from any misuse of the fixtures shall be borne by Tenant
who or whose  servants,  employees,  agents,  visitors or  licensees  shall have
caused the same.


                                       3
<PAGE>


     23. Tenant,  before closing and leaving the Premises at any time, shall see
that all lights,  water, faucets, etc. are turned off. All entrance doors in the
Premises shall be left locked by Tenant when the Premises are not in use.

     24. No bicycles,  in-line  roller  skates,  vehicles or animals of any kind
(except for seeing eye dogs) shall be brought into or kept by Tenant in or about
the Premises or the Building,  except that Tenant may bring bicycles to and from
the Premises by only use of the service entrance of the Building and the freight
elevator.

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

     26.  The  Premises  shall not be used for  lodging  or  sleeping  or for an
immoral or illegal purposes.

     27. The Premises  shall not be used for  manufacturing,  for the storage of
merchandise,  or for the sale of  merchandise,  goods or property of any kind at
auction or otherwise, except as specifically permitted by the Lease.

     28.  Tenant  shall not occupy or permit any  portion of the  Premises as an
office  for a  public  stenographer  or  public  typist  or for the  possession,
storage,  manufacture of sale of narcotics,  dope or tobacco in any form or as a
barber or manicure shop or as an employment  bureau.  Tenant shall not engage or
pay any employees on the Premises,  except those actually  working for Tenant on
the Premises, nor advertise for labor giving an address at the Premises.

     29.  Tenant  shall not accept  barbering  or  bootblacking  services in the
Premises,  from any company or persons not approved by Landlord,  which approval
shall not be unreasonably  withheld,  and at hours and under  regulations  other
than as reasonably fixed by Landlord.

     30.  The  requirements  of Tenant  will be  attended  to only upon  written
application at the office of the building,  except in the event of any emergency
condition. Employees of Landlord or Landlord's agents shall not perform any work
or do anything outside of the regular duties,  unless under special instructions
from the office of Landlord or in response to an emergency condition.

     31.  Tenant shall be  responsible  for the delivery and pick up of all mail
from the United States Post office.

     32.  Landlord  reserves the right to exclude from the Building  between the
hours of 6 P.M. and 8 A.M. and at all hours on  Saturdays,  Sundays and holidays
observed by


                                       4
<PAGE>

the  Building  all persons who do not present a pass to the  Building  signed or
approved by Landlord, which approval shall not be unreasonably withheld.  Tenant
shall be  responsible  for all  persons  for whom a pass  shall be issued at the
request of Tenant and shall be liable to Landlord for all acts of such persons.

     33. In accordance  with the  alteration  section of the Lease,  Landlord is
entitled to review and  approve  architectural  and  engineering  drawings.  The
review/alteration  of Tenant  drawings and/or  specifications  by Tishman Speyer
Properties  and any of its  representative  is not  intended to verify  Tenant's
engineering or design requirements and/or solutions.  The  review/alteration  is
performed  to  determine  compatibility  with the  Building  Systems  and  lease
conditions.

     34.  Tenant  renovations  are to: be  performed  by those  contractors  and
subcontractors  on the  Landlord's  approved  contractor's  list,  adhere to the
Building's applicable Standard Operating Procedures, be compatible with Building
Class E System and other common systems, etc.

     35.  Landlord may waive any one or more of these Rules and  Regulations for
the benefit of any particular tenant or tenants,  but no such waiver by Landlord
shall be  construed  as a waiver of such Rules and  Regulations  in favor of any
other tenant or tenants, nor prevent Landlord from thereafter enforcing any such
Rules and Regulations against any or all of the tenants of the Building.

     36.  Landlord shall not be responsible to Tenant or to any other person for
the  non-observance  or  violation of these Rules and  Regulations  by any other
tenant  or other  person.  Tenant  shall be  deemed  to have  read the Rules and
Regulations  and to have agreed to abide by them as a condition to its occupancy
of the Premises.

     37. These Rules and Regulations are in addition to, and shall
not be  constructed  to in any way  modify  or amend,  in whole or in part,  the
terms, covenants, agreements and conditions of the Lease.


                                       5
<PAGE>



                                    EXHIBIT H

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS   SUBORDINATION,   NON-DISTURBANCE   AND  ATTORNMENT   AGREEMENT  (the
"Agreement") is made as of the 22nd day of  July 1999,  by and between LEHMAN
BROTHERS  HOLDINGS INC. doing business as Lehman  Capital,  a division of Lehman
Brothers  Holdings  Inc., a Delaware  corporation,  having an address at 3 World
Financial  Center,  200 Vesey  Street,  12th  Floor,  New York,  New York  10285
("Lender"), and Advent Software, Inc., a Delaware Company having an address at
301 Brannan Street, San Francisco, California 94107 ("Tenant").


                                R E C I T A L S:


         A. Lender is the  present  owner and holder of a certain  Mortgage  and
Modification Agreement dated as of January 23, 1998 (collectively, the "Security
Instrument") given by Landlord (defined below) to Lender which encumbers the fee
estate of Landlord in certain  premises  described in Exhibit A attached  hereto
(the "Property") and which secures the payment of certain  indebtedness  owed by
Landlord to Lender  evidenced by a certain Amended and Restated  Promissory Note
dated as of January 23, 1998, given by Landlord (the "Note");

         B.  Tenant is the  holder  of a  leasehold  estate in a portion  of the
Property  under and pursuant to the  provisions  of a certain  lease dated as of
July 22, 1999, between 405 Lexington, L.L.C., as landlord ("Landlord"),  and
Tenant, (the "Lease"); and

         C.  Tenant  has  agreed  to  subordinate  the  Lease  to  the  Security
Instruments   and  to  the  lien  thereof,   and  Lender  has  agreed  to  grant
non-disturbance  to Tenant and its  permitted  subtenants  and assigns under the
Lease on the terms and conditions hereinafter set forth.


                                A G R E E M E N T


     For good and valuable consideration, Tenant and Lender agree as follows:

     1.  Subordination.  Tenant  agrees  that the  Lease  and all of the  terms,
covenants  and  provisions  thereof and all Tenant's  right,  title and interest
under  the  Lease  are  and  shall  at all  times  continue  to be  subject  and
subordinate in all respects to the Security Instruments and to the lien thereof,
including,   without  limitation,   all  renewals,   increases,   modifications,
spreaders,  consolidations,  replacements and extensions thereof and to all sums
secured  thereby with the same force and effect as if the  Security  Instruments
had been executed, delivered and recorded prior to the execution and delivery of
the Lease.


<PAGE>


     2.  Non-Disturbance.  Lender  agrees  that if any action or  proceeding  is
commenced by Lender for the  foreclosure of or otherwise to enforce the Security
Instruments  or the  sale  of the  Property,  Tenant  and  any of its  permitted
subtenants  shall not be named as a party  therein  unless such joinder shall be
required  by law;  provided  however,  such  joinder  shall  not  result  in the
termination of the Lease or disturb the Tenant's or such subtenant's  possession
or use of the premises demised  thereunder,  and the sale of the Property in any
such action or proceeding  and the exercise by Lender of any of its other rights
under  the Note or the  Security  Instrument,  including,  but not  limited  to,
Lender's  seeking the  appointment  of a receiver or accepting a deed in lieu of
foreclosure  or otherwise  succeeding to the rights of Landlord under the Lease,
shall be made subject to all rights of Tenant and its  permitted  assigns  under
the Lease,  provided that at the time of the  commencement of any such action or
proceeding  or at the time of any such sale or exercise of any such other rights
(a) the term of the Lease shall have commenced, or is due to commence,  pursuant
to the  provisions  thereof,  (b) Tenant or its permitted  subtenants or assigns
shall be in  possession  of the  premises  demised  under  the Lease (or will be
taking possession within a reasonable time after the commencement of the Lease),
(c) the Lease shall be in full force and effect,  and (d) Tenant shall not be in
default under any of the terms,  covenants or conditions of the Lease or of this
Agreement  on Tenant's  part to be observed or performed  after having  received
notice and the expiration of any applicable  grace period.  Nothing set forth in
this Agreement is intended to or shall impair,  diminish or affect the rights of
Landlord to enforce  any  obligation  of Tenant  under the Lease or to take such
action as is available to Landlord  thereunder or under applicable law by reason
of any  default  under the Lease  beyond  any  applicable  periods of notice and
grace.

     3. Attornment.  Lender and Tenant agree that if Lender shall succeed to the
rights of Landlord  under the Lease or shall become the owner of the Property by
reason of the  foreclosure  of the Security  Instruments  or the acceptance of a
deed or assignment in lieu of foreclosure  or otherwise,  and the conditions set
forth in Section 2 above have been met at the time Lender becomes such successor
or owner of the Property,  the Lease shall not be terminated or affected thereby
but shall continue in full force and effect as a direct lease between Lender and
Tenant upon all of the terms,  covenants and  conditions set forth in the Lease,
and in that event, Tenant agrees to attorn to Lender and Lender agrees to accept
such  attornment;  provided,  however,  that  the  provisions  of  the  Security
Instrument  shall  govern  with  respect  to the  disposition  of  any  casualty
insurance proceeds or condemnation  awards and Lender shall not be (a) obligated
to complete any  construction  work required to be done by Landlord  pursuant to
the provisions of the Lease, or to reimburse  Tenant for any  construction  work
done by  Tenant,  (b) liable (i) for  Landlord's  failure to perform  any of its
obligations under the Lease which have accrued prior to the date on which Lender
shall become the owner of the  Property,  or succeeded to the rights of Landlord
under the Lease,  or (ii) for any act or omission of Landlord,  whether prior to
or after such  foreclosure  or sale;  (c)  required  to make any  repairs to the
Property  or to the  premises  demised  under the Lease  required as a result of
fire, or other casualty or by reason of  condemnation  unless  Landlord shall be
obligated  under the Lease to make such repairs,  and Lender shall have received
or be entitled to receive sufficient casualty insurance proceeds or condemnation
awards to finance  the  completion  of such  repairs;  (d)  required to make any
capital  improvements to the



                                       2
<PAGE>

Property or to the  premises  demised  under the Lease which  Landlord  may have
agreed to make, but had not completed, or to perform or provide any services not
related to  possession  or quiet  enjoyment  of the premises  demised  under the
Lease; (e) subject to any offsets,  defenses,  abatements or counterclaims which
shall  have  accrued  to Tenant  against  Landlord  prior to the date upon which
Lender  shall  become the owner of the  Property or  succeeded  to the rights of
Landlord under the Lease; (f) liable for the return of rental security deposits,
if any, paid by Tenant to Landlord in accordance  with the Lease,  except to the
extent such sums are  actually  received by Lender;  (g) bound by any payment of
rents,  additional  rents or other sums which Tenant may have paid more than one
(1) month in advance  to any prior  Landlord  unless (i) such sums are  actually
received by Lender or (ii) such prepayment shall have been expressly approved of
by Lender;  (h) bound to make any payment to Tenant which was required under the
Lease,  otherwise to be made prior to the time Lender  succeeded  to  Landlord's
interest;  (i) bound by any agreement  amending,  modifying or  terminating  the
lease made  without  Lender's  prior  written  consent  prior to the time Lender
succeeded to Landlord's interest; or (j) bound by any assignment of the Lease or
sublease of the Property,  or any portion thereof, made prior to the time Lender
succeeded to Landlord's interest other than if pursuant to the provisions of the
Lease.

     4. Notice to Tenant. After notice is given to Tenant and Landlord by Lender
that the Landlord is in default under the Note and the Security  Instrument  and
that the rentals under the Lease should be paid to Lender  pursuant to the terms
of the  assignment  of leases and rents  executed  and  delivered by Landlord to
Lender in connection  therewith or as provided  pursuant to a Lockbox  Agreement
between  Landlord  and Lender.  Tenant  shall  thereafter  pay to Lender,  or as
directed by the Lender,  all rents and all other  monies due or to become due to
Landlord under the Lease until further notice from Lender,  and Landlord  hereby
expressly  authorizes  Tenant to make such  payments to Lender and hereby agrees
that  Tenant's  compliance  with such notice  from Lender  shall not be deemed a
violation of the Lease.

     5. Lender's Consent.  Tenant shall not, without obtaining the prior written
consent of Lender,  (a) enter into any agreement,  modifying or terminating  the
Lease, except as otherwise  expressly  contemplated by the Lease; (b) prepay any
of the rents,  additional  rents or other sums due under the Lease for more than
one (1) month in advance of the due dates thereof; (c) voluntarily surrender the
premises demised under the Lease or terminate the Lease without cause or shorten
the term thereof;  or (d) assign the Lease or sublet the premises  demised under
the Lease or any part  thereof  other than  pursuant  to the  provisions  of the
Lease; and any such amendment, modification,  termination, prepayment, voluntary
or surrender, without Lender's prior consent, shall not be binding upon Lender.


                                       3
<PAGE>


     6. Representation and Warranties.  Tenant hereby represents and warrants to
Lender  that as of the date  hereof  (a)  Tenant is the owner and  holder of the
Tenant's  interest  under the  Lease;  (b) the Lease  has not been  modified  or
amended;  (c) the Lease is in full force and effect and the term  thereof  shall
commence  in  accordance  with the terms  thereof;  (d)  neither  Tenant nor, to
Tenant's current actual knowledge,  Landlord is in default under or in breach of
any of the terms,  covenants or provisions of the Lease, and Tenant, to the best
of its  knowledge,  knows of no event  which but for the  passage of time or the
giving of notice  or both  would  constitute  an event of  default  or breach by
Tenant or  Landlord  under the Lease;  (e)  neither  Tenant  nor, to the best of
Tenant's  knowledge,  Landlord has commenced any action or given or received any
notice for the purpose of terminating the Lease; (f) all rents, additional rents
and other sums currently due and payable under the Lease have been paid in full,
and no rents,  additional  rents or other sums payable under the Lease have been
paid for more than one (1) month in advance of the due dates thereof;  (g) there
are no offsets or  defenses  to the  payment of the rents,  additional  rents or
other sums due and payable under the Lease, except as expressly set forth in the
Lease;  (h)  Tenant  has no option or right of first  refusal  to  purchase  the
premises demised under the Lease or any portion thereof; (i) no action,  whether
voluntary  or  otherwise,  is  pending  against  Tenant  under  the  bankruptcy,
insolvency  or similar laws of the United States or any state  thereof;  and (j)
Tenant has deposited the security deposit set forth in the Lease with Landlord.

     7. Lender to Receive  Notices.  Tenant shall provide  Lender with copies of
all  written  notices  of  default  sent  to  Landlord  pursuant  to  the  Lease
simultaneously  with the  transmission  of such notices to the Landlord.  Tenant
shall  notify  Lender and  Landlord of any  default by Landlord  under the Lease
which would entitle  Tenant to cancel the Lease or to an abatement of the rents,
additional   rents  or  other  sums   payable   thereunder,   and  agrees  that,
notwithstanding  any  provisions  of the  Lease to the  contrary,  no  notice of
cancellation  thereof  shall be  effective,  unless  Lender shall have  received
notice of default giving rise to such  cancellation  or abatement and shall have
failed within a reasonable  period for  remedying  such default after receipt of
such notice to cure such  default,  or if such  default  cannot be cured  within
sixty (60) days,  shall have failed within a reasonable  period after receipt of
such notice to commence and thereafter diligently pursue any action necessary to
cure such default.

     8. Notices. All notices or other written communications  hereunder shall be
deemed to have been properly given (i) upon delivery,  if delivered in person or
by facsimile  transmission with receipt  acknowledged by the recipient  thereof,
(ii) one (1) Business Day (hereinafter  defined) after having been deposited for
overnight delivery with any reputable  overnight courier service, or (iii) three
(3)  Business  Days  after  having  been  deposited  in any post  office or mail
depository  regularly  maintained  by  the  U.S.  Postal  Service  and  sent  by
registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows:


If to Tenant:                               Advent Software, Inc.
                                            301 Brannan Street
                                            San Francisco, CA 94107


                                       4
<PAGE>

With Copy to:                               Wilson, Sonsini, Goodrich & Rosati
                                            650 Page Mill road
                                            Palo Alto, CA 94304
                                            Attention: Norman Cruz, Esq. and
                                            Neil Botwinoff
                                            Facsimile No. 212-+371-1084



If to Lender:                               Lehman Brothers Holdings Inc.
                                            3 World Financial Center
                                            200 Vesey Street, 12th Floor
                                            New York, Now York 10285
                                            Attention: Mr. Yon Cho
                                            Facsimile No. (212) 528-1233

With a copy to:                             Windels, Marx, Davies & Ives
                                            156 West 56th Street
                                            New York, New York 10019
                                            Attention: James J. Thomas, Esq.
                                            Facsimile No. (212) 262-1215

With an additional
copy to:                                    Hatfield Philips, Inc.
                                            285 Peachtree Center Avenue
                                            Marquis Two Tower, Suite 2300
                                            Atlanta, Georgia 30303
                                            Attention:  Mr. Robert Hyla
                                            Facsimile No. (404) 420-5610

If to Landlord:                             405 Lexington, L.L.C.
                                            c/o Tishman Speyer Properties, L.P.
                                            520 Madison Avenue
                                            New York, New York 10022
                                            Attention:  Bruce Saber, Esq.
                                            Facsimile No. (212) 935-8239

with a copy to:                             Davis & Gilbert, LLP
                                            1740 Broadway
                                            New York, New York 10019
                                            Attention:  Donald Sonnenborn, Esq.
                                            Facsimile No.  (212) 468-4888


                                       5
<PAGE>


or addressed as such party may from time to time  designate by written notice to
the other parties. For purposes of this Section 8, the term "Business Day" shall
mean a day on which  commercial  banks are not  authorized or required by law to
close in New York, New York.

     Either party by notice to the other may  designate  additional or different
addresses for subsequent notices or communications.

     9. Joint and Several Liability. If Tenant consists of more than one person,
the obligations and liabilities of each such person hereunder shall be joint and
several. This Agreement shall be binding upon and inure to the benefit of Lender
and  Tenant,  its  permitted  subtenants  and their  respective  successors  and
assigns.

     10.  Definitions.  The term  "Lender"  as used  herein  shall  include  the
successors  and  assigns of Lender and any nominee or designee of Lender and any
person,  party or entity which shall succeed to the rights of Landlord under the
Lease or shall  become the owner of the Property by reason of a  foreclosure  of
the Security  Instrument  or the  acceptance  of a deed or assignment in lieu of
foreclosure  or  otherwise.  The term  "Landlord"  as used herein shall mean and
include the present  landlord under the Lease and such  landlord's  predecessors
and successors in interest under the Lease but shall not mean or include Lender.
The term "Property" as used herein shall mean the Property, the improvements now
or hereafter located thereon and the estates therein  encumbered by the Security
Instrument.  The term "Tenant" as used herein shall mean and include the present
tenant under the Lease and its permitted successors in interest under the Lease.

     11. No Oral Modifications. This Agreement may not be modified in any manner
or  terminated,  except by an  instrument  in writing  executed  by the  parties
hereto.

     12.  Governing Law. This Agreement shall be deemed to be a contract entered
into  pursuant to the laws of the state where the  Property is located and shall
in all respects be governed,  construed  applied and enforced in accordance with
the laws of the state where the Property is located.

     13.  Inapplicable  Provisions.  If any term,  covenant or condition of this
Agreement is held to be invalid,  illegal or unenforceable in any respect,  this
Agreement shall be construed without such provision.

     14. Duplicate  Originals;  Counterparts.  This Agreement may be executed in
any number of duplicate  originals,  and each duplicate original shall be deemed
to be an original. This Agreement may be executed in several counterparts,  each
of which  counterparts  shall be deemed an original  instrument and all of which
together shall constitute a single Agreement. The failure of any party hereto to
execute this Agreement,  or any counterpart hereof,  shall not relieve the other
signatories from their obligations hereunder.


                                       6
<PAGE>


     15. Number and Gender.  Whenever the context may require, any pronouns used
herein shall include the corresponding masculine,  feminine or neuter forms, and
the singular form of nouns and pronouns shall include the plural and vice versa.

     16.  Transfer of Loan.  Lender may sell,  transfer and deliver the Note and
assign the Security Instrument,  this Agreement and the other documents executed
in  connection  therewith to one or more  Investors  (as defined in the Security
Instrument)  in the secondary  mortgage  market.  In connection  with such sale,
Lender may retain or assign responsibility for servicing the loan, including the
Note, the Security  Instrument,  this Agreement and the other documents executed
in  connection  therewith,  or may delegate  some or all of such  responsibility
and/or obligations to a servicer, on behalf of the Investors.  All references to
Lender  herein  shall  refer to and  include  any such  servicer  to the  extent
applicable.

     17. Further Acts.  Tenant will, at the cost of Tenant,  and without expense
to Lender, do, execute,  acknowledge and deliver all and every such further acts
and assurances as Lender shall,  from time to time,  reasonably  require for the
better  assuring  and  confirming  unto Lender the  Property  and rights  hereby
intended  now or  hereafter  so to be,  or for  carrying  out the  intention  or
facilitating  the  performance  of the terms of this  Agreement  or for  filing,
registering or recording this Agreement.

                         [Signatures on Following Page]


                                      7
<PAGE>


     IN WITNESS WHEREOF,  Lender and Tenant have duly executed this Agreement as
of the date first above written.

                         LENDER:

                         LEHMAN BROTHERS HOLDINGS INC.,
                         a Delaware corporation

                         By:/s/ Yon Cho
                            ------------------
                                Name:  Yon Cho
                                Title: Authorized Signatory

                         TENANT:

                         AN ADVENT SOFTWARE, INC.
                         A DELAWARE CORPORATION

                         By:/s/ Irv Lichtenwald
                            --------------------
                                Name:  Irv H. Lichtenwald
                                Title: CFO

The undersigned accepts and agrees to the provisions of Section 4 hereof:

LANDLORD:

405 LEXINGTON, L.L.C.,
A Delaware limited liability company


By: /s/ Bruce Saber
   ---------------------
       Name: Bruce D. Saber
       Title:Vice President
<PAGE>