<PAGE>

                                                                    EXHIBIT 10.9

                              AGREEMENT OF LEASE

                                    between

                          FIRST PAC LIMITED, Landlord

                                      and

                       AGORA DIGITAL CORPORATION, Tenant

                           Dated: December 4, 1997



PREMISES:

Portion of the Twenty-Second (22nd) Floor
Broad Financial Center
33 Whitehall Street
New York, New York 10004-2116



OFFICE LEASE
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                   <C>
Article 1     Rent                                                                      1
Article 2     Commencement of Term                                                      3
Article 3     Adjustments of Rent                                                       7
Article 4     Electricity                                                              14
Article 5     Use                                                                      16
Article 6     Alterations and Installations                                            17
Article 7     Repairs                                                                  21
Article 8     Requirements of Law                                                      23
Article 9     Insurance, Loss, Reimbursement, Liability                                24
Article 10    Damage by Fire or Other Cause                                            28
Article 11    Assignment, Mortgaging, Subletting, Etc.                                 29
Article 12    Certificate of Occupancy                                                 36
Article 13    Adjacent excavation - Shoring                                            36
Article 14    Condemnation                                                             36
Article 15    Access to Demised Premises; Changes                                      38
Article 16    Conditions of Limitation                                                 39
Article 17    Re-Entry by Landlord, Injunction                                         41
Article 18    Damages                                                                  42
Article 19    Landlord's Right to Perform Tenant's Obligations                         43
Article 20    Quiet Enjoyment                                                          44
Article 21    Services and Equipment                                                   44
Article 22    Definitions                                                              46
Article 23    Invalidity of Any Provision                                              47
Article 24    Brokerage                                                                47
Article 25    Subordination                                                            47
Article 26    Certificate of Tenant                                                    49
Article 27    Legal proceedings, Waiver of Jury Trial                                  50
Article 28    Surrender of Premises                                                    50
Article 29    Rules and Regulations                                                    51
Article 30    Consents and Approvals                                                   51
Article 31    Notices                                                                  51
Article 32    No Waiver                                                                52
Article 33    Captions                                                                 53
Article 34    Inability to Perform                                                     53
Article 35    No Representations by Landlord                                           53
Article 36    Name of Building                                                         54
Article 37    Arbitration                                                              54
Article 38    Indemnity                                                                54
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                    <C>
Article 39    Approval of Mortgagee                                                    55
Article 40    Security Deposit                                                         55
Article 41    Miscellaneous                                                            57
</TABLE>

                                   SCHEDULES

     A  Floor Plan

     B  Description of Land

     C  HVAC Specifications

     D  Form of Estoppel Letter

     E  Rules and Regulations

     F  Cleaning Specifications

     G  Landlord's Work

                                       ii
<PAGE>

     AGREEMENT OF LEASE made as of this 4th day of December, 1997, between
FIRST PAC LIMITED, a Delaware corporation having an address c/o The Bank of Nova
Scotia, One Liberty Plaza, New York, New York 10006 Attention: Tenant Services
(hereinafter referred to as "Landlord") and AGORA DIGITAL CORPORATION, a
California corporation having an address at 221 Main Street, San Francisco,
California 94105 (hereinafter referred to as "Tenant").

                                  WITNESSETH:

     The parties hereby covenant and agree as follows:

                                   ARTICLE 1

                                      RENT

     1.01.     (a)  Landlord hereby leases and Tenant hereby rents from Landlord
a portion of the twenty-second (22nd) floor, approximately as shown hatched on
the plan annexed hereto as Schedule A (hereinafter referred to as the "demised
premises") in the building (hereinafter referred to as the "Building") located
on the land (hereinafter referred to as the "Land") described in Schedule B
annexed hereto (the Land and the Building being hereinafter referred to as the
"Property"), for a term (hereinafter referred to as the "Term") of approximately
three (3) years commencing on the "Commencement Date" and ending on the
"Expiration Date" (as said terms are defined in Article 2 hereof) unless the
Term shall sooner cease and terminate as hereinafter provided. It is expressly
understood and agreed that the Building has no floor which is denominated as the
13th floor.

               (b) Tenant agrees to pay to Landlord a fixed annual rent
(hereinafter referred to as the "fixed annual rent") at the annual rate of ONE
HUNDRED FOUR THOUSAND ONE HUNDRED FIFTEEN AND 00/100 ($104,115.00) DOLLARS per
annum, in equal monthly installments of Eight Thousand Six Hundred Seventy-Six
and 25/100 ($8,676.25) Dollars, each in advance on the first day of each
calendar month during the Term, at the office of Landlord or such other place as
Landlord may designate, without any setoff or deduction whatsoever, except such
deductions as are specifically referred to in Articles 10 and 14 hereof. The
first full month's installment of fixed annual rent and the Security Deposit
(described in Article 40 hereof) shall be paid by Tenant to Landlord upon the
execution of this Lease. Should the Commencement Date fall on any day other than
the first day of a month, then the fixed annual rent for such month shall be
prorated on a per diem basis, and Tenant agrees to pay the amount thereof for
such partial month on the Commencement Date.

     1.02.     Tenant shall pay the fixed annual rent and all additional rent
payable hereunder in lawful money of the United States by check (subject to
collection) drawn to the order of First Pac Limited, or such other party as
Landlord may from time to time designate, on a
<PAGE>

bank which is a member of The New York Clearinghouse Association or a successor
thereto. All sums, other than fixed annual rent, payable by Tenant hereunder
shall be deemed additional rent and shall be payable on demand unless other
payment dates are hereinafter provided. Landlord shall have the same rights and
remedies (including, without limitation, the right to commence a summary
proceeding) for a default in the payment of additional rent as for a default in
the payment of fixed annual rent notwithstanding the fact that Tenant may not
then also be in default in the payment of fixed annual rent.

     1.03.     (a)  If Tenant shall fail to pay when due (i) any installment of
fixed annual rent or (ii) any additional rent and any such failure shall
continue for five (5) days, then Tenant shall pay Landlord, as additional rent,
a late charge equal to two (2%) percent of such installment or payment as an
agreed liquidated amount as compensation for Landlord's additional
administrative expenses relating to such late payment. The provisions of this
subsection 1.03(a) shall not apply to the first failure by Tenant to pay any
such overdue rental item during any 12-month period occurring during the term of
this Lease provided Tenant shall cure such failure within five (5) Business Days
after notice thereof from Landlord.

               (b)  If Tenant shall fail to pay when due (i) any installment of
fixed annual rent or (ii) any additional rent when due and such failure shall
continue beyond the five (5) day period specified in paragraph (a) above, Tenant
shall pay in addition to the late charge provided in paragraph (a) above,
interest on such amounts at the Interest Rate (as such term is defined in
Article 22 hereof), from the last day of such five-day period to the date the
same is paid to Landlord, and such interest shall be deemed additional rent.

               (c)  The provisions of this Section 1.03 are in addition to other
remedies available to Landlord for non-payment of fixed annual rent or
additional rent.

     1.04.     If any of the fixed annual rent or additional rent payable under
this Lease shall be or become uncollectible, reduced or required to be refunded
because of any Legal Requirement (as such term is defined in Article 22 hereof),
Tenant shall enter into such agreement(s) and take such other legally
permissible steps as Landlord may reasonably request to permit Landlord to
collect the maximum rents which from time to time during the continuance of such
Legal Requirement may be legally permissible and not in excess of the amounts
reserved therefor under this Lease. Upon the termination of such Legal
Requirement, (a) the rents hereunder shall be payable in the amounts reserved
herein for the periods following such termination and (b) Tenant shall pay to
Landlord, to the maximum extent legally permissible, an amount equal to (i) the
rents which would have been paid pursuant to this Lease but for such Legal
Requirement less (ii) the rents, if any, paid by Tenant during the period such
Legal Requirement was in effect.

     1.05.     Provided that Tenant is not then in default of any of the terms,
provisions or conditions of this Lease, the fixed annual rent payable by Tenant
pursuant to Section 1.01(b) hereof shall be abated during the thirty (30) day
period commencing on the Commencement Date and ending on the date which shall be
the twenty-ninth (29th) day immediately following

                                       2
<PAGE>

the Commencement Date, both dates inclusive. The day which immediately follows
the expiration of the foregoing abatement period shall hereinafter be referred
to as the "Rent Commencement Date".

                                   ARTICLE 2

                             COMMENCEMENT OF TERM

     2.01.     (a)  The "Commencement Date" of the Term shall be the earlier of
(i) the date on which Landlord's Work is or is deemed to be substantially
completed (as hereinafter provided), or (ii) the date Tenant or anyone claiming
under or through Tenant first occupies the demised premises for the conduct of
its business.

               (b)  The "Expiration Date" of the Term shall be the last day of
the month in which occurs the third (3rd) anniversary of the Commencement Date.

     2.02.     (a)  Tenant has examined the demised premises and agrees to
accept same on the Commencement Date in the condition in which it exists on the
date hereof, subject to the performance of Landlord's Work (as such term is
hereinafter defined), and understands and agrees that no work is to be performed
or materials to be supplied by Landlord in connection with preparing the demised
premises for Tenant's occupancy, except that Landlord shall, through contractors
engaged by Landlord at a cost to Landlord which shall not exceed $31,550.00
(hereinafter called the "Work Credit"), make and complete "Landlord's Work" (as
such term is hereinafter defined) in accordance with the final architectural,
mechanical, electrical and engineering drawings (collectively, the "Final
Plans") to be prepared by an architect selected by Landlord based on the
preliminary plans annexed hereto as Schedule G, so that the Final Plans will
encompass working construction drawings which reflect the scope and quantity of
work set forth in such preliminary plans. Tenant agrees to cooperate with
Landlord in the preparation of the Final Plans and shall promptly meet with
Landlord, if so requested by Landlord, and to timely respond to Landlord's
request for information necessary in order to prepare such Final Plans. In
connection with the performance of Landlord's Work, Landlord shall deliver to
Tenant a copy of an ACP-5 Certificate with respect to the demised premises.

     To the extent that the cost of Landlord's Work (including, without
limitation, the cost of preparing and filing the Final Plans and obtaining all
necessary governmental permits and approvals in connection therewith) shall
exceed the amount of the Work Credit, Tenant shall be entirely responsible for
such excess (the "Excess Amount"). As a condition to the performance of, and
prior to the commencement of, Landlord's Work, Tenant shall pay to Landlord, as
additional rent hereunder, within three (3) Business Days after demand therefor,
the Excess Amount (subject to adjustment as hereinafter provided). To the extent
that any item of Landlord's cost cannot be precisely ascertained prior to the
commencement of Landlord's Work, Landlord shall be permitted to reasonably
estimate the same and at such times during or after the performance of
Landlord's Work as such costs may be determined precisely, the Excess Amount
shall be adjusted accordingly. If, after the actual costs of Landlord's Work
have been

                                       3
<PAGE>

ascertained, there has been an underpayment by Tenant of the Excess Amount,
Tenant shall pay the amount of such underpayment to Landlord within three (3)
Business Days after demand therefor, and if there has been an overpayment
thereof, Landlord agrees to refund such amount to Tenant promptly after such
costs have been ascertained. If Tenant fails to timely pay any such underpayment
to Landlord within the foregoing time period, any delays in the performance of
Landlord's Work ensuing thereafter shall be attributable to Tenant as provided
in subsection 2.07(b). Landlord agrees that the following costs associated with
Landlord's Work shall be borne solely by Landlord: (i) costs incurred to remove
any asbestos or asbestos-containing materials from the demised premises or the
surrounding area; (ii) restoration costs in excess of insurance proceeds as a
consequence of casualties; (iii) off-site management or other general overhead
costs incurred by Landlord; and (iv) construction management, profit and
overhead charges in excess of five (5%) percent of the total cost of Landlord's
Work.

     To the extent that the Final Plans do not specify any construction items,
materials or finishes in connection with the performance of Landlord's Work,
Landlord shall use such items, materials and finishes previously adopted by
Landlord in its sole discretion as standard for the Building.

     (b) The Final Plans shall be submitted by Landlord's Construction Manager
to Tenant for Tenant's approval, which approval shall not be unreasonably
withheld or delayed. In the event that Tenant shall fail to approve the Final
Plans (or shall fail to respond to Landlord's request for approval of same)
within five (5) Business Days after the date of the submission thereof, the
Final Plans shall be deemed disapproved and all delays thereafter ensuing until
Tenant shall approve said Final Plans shall be attributable to Tenant as
hereinafter provided in Section 2.07(b) hereof. If Tenant shall respond to
Landlord's request for approval of the Final Plans within the foregoing 5-
Business Day period but shall request changes thereto, any delays ensuing from
such request for changes until the Final Plans shall be approved by Tenant shall
be attributable to Tenant as set forth in Section 2.07(b) hereof.

     It is understood and agreed that Landlord may refuse to make any revisions
to the Final Plans requested by Tenant to the extent that the same would require
(i) materials, designs, capacities, finishes and colors other than of the
standard adopted by Landlord for the Building or commonly utilized by Landlord
for tenant installations in the Building (all of the foregoing are hereinafter
referred to as "Building Standard"), (ii) work or materials which do not comply
with all laws, rules and regulations of all public authorities having
jurisdiction in the Building with respect to Landlord's Work, (iii) the
performance of "Special Work" (as hereinafter defined), or (iv) work or
materials which shall adversely affect the ability of the building systems to
function properly. In the event that Landlord refuse requested changes to the
Final Plans solely for the reason set forth in clause (i) or (iii) of this
Section 2.02(b), Tenant shall have the right to override such action by Landlord
provided that Tenant shall assume, by written notice to Landlord, responsibility
for all delays of Landlord's Work resulting therefrom, and any such delays shall
be deemed to have resulted from an act of Tenant within the meaning of Section
2.07(b) of this Lease.

                                       4
<PAGE>

     It is further agreed that if Landlord shall be delayed in substantially
completing Landlord's Work as a result of: (i) Tenant's changes in the Final
Plans, (ii) any request by Tenant that Landlord delay the completion of any
Landlord's Work, (iii) any negligent or wrongful act of Tenant or its officers,
agents, servants or contractors, (iv) the inclusion in the Final Plans of
"Special Work" (as such term is hereinafter defined), or (v) any other act or
omission of Tenant, then any such delay shall be deemed to have resulted from
the act or omission of Tenant within the meaning of Section 2.07(b) of this
Lease.

     (c) After Tenant has approved the Final Plans in accordance with subsection
2.02(b) above, Landlord or Landlord's Construction Manager shall promptly seek
at least three (3) bids for Landlord's Work for such trades where three (3) such
contractors are practicably available for bidding, from such contractors as
Landlord's Contractor shall select, except that Landlord shall not be obligated
to obtain bids for the following subtrades: life safety, sprinklering, and fire
detection systems and any work in a subtrade for which the aggregate cost is
less than $5,000. Landlord shall have no liability if any of the contractors
shall fail to timely submit a bid. Landlord's Contractor may select such bidder
that it believes will do the best job in the most timely manner. After Landlord
shall have completed the foregoing bidding process, Landlord shall submit to
Tenant for Tenant's review a statement of Landlord's Construction Manager
setting forth the projected cost of Landlord's Work for Tenant's approval, not
to be unreasonably withheld (herein called the "Construction Bid"). If Tenant
shall fail to approve the Construction Bid within five (5) Business Days after
submission thereof, the same shall be deemed disapproved by Tenant and all
delays thereafter ensuing until Tenant shall approve any such costs shall be
attributable to Tenant as hereinafter provided in subsection 2.07(b) hereof.

     In the event of disapproval, Landlord shall not be restricted from
continuing the approved portion of Landlord's Work to the extent such approved
portions are, under good construction practices, capable of being installed
prior to the installation of such disapproved portions of Landlord's Work; and
if such approved portions of Landlord's Work are thereafter removed and
replaced, the cost of such removal and replacement shall be deemed part of
Landlord's Work and paid for by Tenant to Landlord as provided in subsection
2.04 hereof.

     2.03.     Landlord shall make and complete in and to the demised premises
the work and installations (herein called "Landlord's Work") specified in the
Final Plans using contractors therefor selected by Landlord in its discretion.
Landlord shall permit a representative of Tenant to inspect the progress of the
performance of Landlord's Work at intervals appropriate to the state of
construction, to familiarize Tenant with the progress of Landlord's Work.
Landlord or Landlord's contractor shall prepare and file all required
architectural, mechanical and electrical drawings and obtain all necessary
permits.

     2.04.     [Intentionally omitted]

     2.05.     As used in this Article 2, the term "Special Work" shall mean (i)
work that is unusually complex, or (ii) work which requires the performance of
work, labor or services or the application of skills not generally utilized in
the performance of tenant improvement work

                                       5
<PAGE>

for normal office occupancy in comparable office buildings in New York City, or
(iii) work which requires labor or materials which are not readily available in
the New York City metropolitan area or (iv) work which takes longer to perform
or complete than Building Standard work.

     2.06.     Landlord shall, in accordance with the provisions of this Article
2, fix the Commencement Date and shall notify Tenant of the date so fixed. When
the Commencement Date has so been determined, the parties shall, within ten (10)
days thereafter, at either party's request therefor, execute a written agreement
confirming such date as the Commencement Date. Any failure of the parties to
execute such written agreement shall not affect the validity of the Commencement
Date as fixed and determined as aforesaid.

     2.07.     (a)  Landlord's Work shall be deemed substantially completed
notwithstanding the fact that minor or insubstantial details of construction,
mechanical adjustment, or decoration remain to be performed, the non-completion
of which do not materially interfere with Tenant's use of the demised premises.

     (b)  If the substantial completion of Landlord's Work shall be delayed due
to any act or omission of Tenant or any of its employees, agents or contractors,
Landlord's Work shall be deemed substantially completed on the date when it
would have so been but for such delay. If a delay in the substantial completion
of Landlord's Work or any substantial portion of such delay is the result of a
strike or other labor trouble, fire or other casualty, governmental preemption
or priorities or other controls in connection with a national or other public
emergency or shortages of fuel, supplies or labor resulting therefrom, or any
other cause beyond Landlord's reasonable control, and such delay would not have
occurred but for a delay described in the preceding provisions of this Section
2.07(b), such delay shall be deemed added to the delay described in this Section
2.07(b).

     2.08.     Subject to the terms and provisions of Section 2.07 hereof, if
and when Tenant shall take actual possession of the demised premises, it shall
be conclusively presumed that the same were in satisfactory condition as of the
date of such taking of possession, unless within ten (10) Business Days after
such date Tenant shall give Landlord notice (hereinafter called the "punchlist")
specifying the respects in which the same was not so performed or completed.
With respect to latent defects not visually discoverable by Tenant in such walk-
through inspection of the demised premises, Tenant shall give Landlord notice
thereof within forty-five (45) days after the Commencement Date specifying the
items which were not in satisfactory condition, which items would not be
disclosed in such walk-through inspection of the demised premises. Landlord
agrees to diligently complete all items set forth in the punchlist as soon as
reasonably practicable, at Landlord's sole cost and expense, provided that in no
event shall Landlord be required to perform the same on an overtime or premium-
pay basis.

     2.09.     In the event that Landlord has not substantially completed the
performance of Landlord's Work by the date (the "Outside Date") occurring one
hundred twenty (120)

                                       6
<PAGE>

days from the date that (i) Tenant shall have approved the Final Plans and the
cost of Landlord's Work and (ii) Landlord shall have obtained a building permit
from the New York City Building's Department and any required governmental
permits and approvals associated therewith (which Outside Date shall be extended
on a day-for day basis for each day that Landlord is delayed in substantially
completing Landlord's Work by reason of strikes, labor disputes, acts of God or
other circumstances constituting Force Majeure Causes, or by any act or omission
of Tenant, its employees, agents or contractors as defined in Section 2.07(b)
hereof), then Landlord shall have no liability to Tenant and provided and on
condition that as of the Outside Date Tenant shall not have taken occupancy of
any part of the demised premises, Tenant, as its sole remedy, shall have the
right to terminate this Lease by written notice given to Landlord within ten
(10) Business Days after the Outside Date (as such date may be extended as
hereinbefore provided) and such termination shall be effective on the date
occurring thirty (30) days from the date of the giving of Tenant's termination
notice unless the Commencement Date occurs within such thirty (30) day period.
If Tenant exercises such option to terminate this Lease, then upon such
termination, neither Landlord nor Tenant shall have any further obligations to
the other hereunder except that Landlord shall promptly thereafter return to
Tenant all sums theretofore paid by Tenant to Landlord hereunder.

                                   ARTICLE 3

                              ADJUSTMENTS OF RENT

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

               (a) The term "Base Tax" shall mean the "Taxes" (as hereinafter
defined) for the Tax Year commencing July 1, 1997, as finally determined.

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

               (c) The term "Taxes" shall means all real estate taxes,
assessments, governmental levies, municipal taxes, county taxes or any other
governmental charge, general or special, ordinary or extraordinary, unforeseen
as well as foreseen, of any kind or nature whatsoever, which are or may be
assessed, levied or imposed upon all or any part of the Property and the
sidewalks, plazas or streets adjacent thereto, including any tax, excise or fee
measured by or payable with respect to any rent (other than any occupancy or
rent tax payable by Tenant pursuant to Section 3.03), and levied against
Landlord and/or the Property under the laws of the United States, the City or
State of New York, or any political subdivision thereof. There shall be excluded
from the definition of the term "Taxes" any tax or assessement or any increase
therein (i) in excess of the amount which would be payable if such tax or
assessment were paid out over the longest possible term; (ii) imposed on land
and improvements other than the Property, except as otherwise expressly set
forth in this subsection 3.01.A(c), and (iii)

                                       7
<PAGE>

attributable to Landlord's franchise, income, transit, or profit taxes;
provided, however, if due to a future change in the method of taxation or in the
taxing authority, a new or additional real estate tax, or a franchise, income,
transit, profit or other tax or governmental imposition, however designated,
shall be levied against Landlord, and/or the Property, in addition to, or in
substitution in whole or in part for any tax which would constitute "Taxes", or
in lieu of additional Taxes, such tax or imposition shall be deemed for the
purposes hereof to be included within the term "Taxes."

               (d) The term "Tenant's Tax Share" shall mean 0 799%.

               (e) The term "Escalation Statement" shall mean a statement
setting forth the amount payable by Tenant for a specified Tax Year or Operating
Year (as defined in Section 3.02 hereof), as the case may be, or for some
portion thereof pursuant to this Article 3.

          B.   Tenant shall pay to Landlord as additional rent for each Tax
Year a sum equal to Tenant's Tax Share of the amount by which the Taxes for such
Tax Year exceed the Base Tax (hereinafter referred to as "Tenant's Tax
Payment"). Landlord shall furnish to Tenant an annual Escalation Statement
(subject to revision as hereinafter provided) for each Tax Year setting forth
Tenant's Tax Payment for such Tax Year. Tenant's Tax Payment shall be due and
payable in two (2) equal installments, in advance, on the first day of each June
and December of each Tax Year based upon the Escalation Statement furnished with
respect to such Tax Year, until such time as a new Escalation Statement for a
subsequent Tax Year shall become effective. If an annual Escalation Statement is
furnished to the Tenant after the commencement of the Tax Year to which it
relates, then Tenant shall, within 20 days after such annual Escalation
Statement is furnished to Tenant, pay to Landlord an amount equal to any
underpayment of Tenant's Tax Payment theretofore paid by Tenant for such Tax
Year and, in the event of an overpayment by Tenant, Landlord shall permit Tenant
to credit against subsequent rental payments under this Lease the amount of such
overpayment. If there shall be any increase in Taxes for any Tax Year, whether
during or after such Tax Year, Landlord shall furnish a revised Escalation
Statement for such Tax Year to Tenant, and Tenant's Tax Payment for such Tax
Year shall be adjusted and paid or credited, as appropriate, in the same manner
as provided in the preceding sentence. If during the Term, Taxes are required to
be paid (either to the appropriate taxing authorities or as tax escrow payments
to the holder of a Superior Instrument (as defined in Section 25.01 hereof) in
full or in monthly, quarterly, or other installments, on any other date or dates
than as presently required, then at Landlord's option, Tenant's Tax Payments
shall be correspondingly accelerated or revised so that said Tenant's Tax
Payments are due at least 30 days prior to the date payments are due to the
taxing authorities or the superior mortgagee or ground lessor. The benefit of
any discount for any early payment or prepayment of Taxes shall accrue solely to
the benefit of Landlord and such discount shall not be subtracted from Taxes.

          C.   If Landlord shall receive a refund a taxes for any Tax Year,
Landlord shall permit Tenant to credit against subsequent rental payments under
this Lease,


                                       8
<PAGE>

Tenant's Tax Share of the refund, but not in excess of, Tenant's Tax Payment
paid for such Tax Year.

          D.   If the Taxes comprising the Base Tax are reduced as a result of
an appropriate proceeding or otherwise, the Taxes as so reduced shall, for all
purposes be deemed to be the Taxes for the Base Tax and Landlord shall give
notice to Tenant of the amount by which the Tax Payments previously made were
less than the Tax Payments required to be made under this Article 3, and Tenant
shall pay the amount of the deficiency within ten (10) days after demand
therefor.

          E.   Tenant shall pay as additional rent hereunder within ten (10)
days after delivery of a statement therefor for each Tax Year Tenant's Tax Share
of any expenses incurred by Landlord, including payments to attorneys,
accountants and appraisers, in contesting any items of Taxes or the assessed
valuations of all or any part of the Property.

    3.02. A.   For purposes hereof the following definitions shall apply:

               (a) The term "Expense Base Factor" shall mean the Expenses for
the Operating Year commencing January 1, 1997.

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

               (c) The term "Tenant's Expense Share" shall mean 0.799%.

               (d) The term "Expenses" shall mean the total of all the costs and
expenses (and taxes thereon, if any) incurred by Landlord with respect to the
operation and maintenance of the Property and the services provided to the
tenants of the Building computed on an accrual basis including, without
limitation, the costs and expenses with respect to: steam, gas and any other
fuel or utilities; water rates and sewer rents, vault charges; air conditioning;
ventilation and heating; electricity for areas other than those leased to
individual tenants as indicated by meter, or if there be no meter, as determined
by Landlord's electrical consultant (as defined in Section 4.08 hereof);
elevators and escalators; metal, elevator cab, lobby, plaza, driveways,
sidewalk, reflective pool, clocks, obelisks, curb and other public area
maintenance and cleaning; interior and exterior landscaping and decoration;
painting of non-tenant areas; window cleaning; building standard cleaning
service supplied to tenants by Landlord; the purchase price or rental cost, as
applicable, of all building and cleaning supplies, tools, materials, machinery
and equipment; depreciation of hand tools and other movable equipment used in
the operation or maintenance of the Property; fire, extended coverage,
replacement value, boiler and machinery, sprinkler apparatus, public liability
and property damage, loss of rental, fidelity and plate glass insurance and any
other insurance required by the holder of any Superior Instrument or customarily
carried with respect to buildings similar to the Building; wages, salaries,
bonuses, disability benefits, hospitalization, medical, surgical, union and
general welfare benefits (including group life insurance), any pension,
retirement or life insurance plan and other benefit


                                       9
<PAGE>

or similar expense respecting employees of the Landlord up to and including the
level of senior building manager; uniforms and working clothes for such
employees and the cleaning and replacement thereof; expenses imposed on the
Landlord pursuant to law or to any collective bargaining agreement with respect
to such employees; worker's compensation insurance, payroll, social security,
unemployment and other similar taxes with respect to such employees; salaries of
bookkeepers and accountants; professional and consulting fees, including legal
and accounting fees; charges for independent contractors performing work
included within the definition of Expenses; association fees or dues; telephone
and stationery; guards, watchmen, and other security personnel services and/or
systems; directory; building telephone; repairs, replacements and improvements
made or installed after the Operating Year 1997 which are necessary or
appropriate for the continued operation of the Building as a first-class office
building, including, without limitation, those relating to the heating, air-
conditioning, mechanical and electrical systems and the elevators (provided that
such improvements shall not include improvements expanding the size of the
Building); and management fees for the management of the Building, or if no
managing agent is employed by Landlord, a sum in lieu thereof which is not in
excess of the then prevailing rates for management fees in the Borough of
Manhattan for first-class office buildings similar to the Building. If under
general accounting principles consistently applied, any of the costs included
within Expenses are required to be capitalized, then such capitalized costs
together with interest thereon at the Interest Rate then in effect as of
December 31 of the year in which such expenditure is made, shall be amortized or
depreciated, as the case may be, over a period of time which shall be the
shorter of: (A) the useful life of the item in question, as reasonably
determined by Landlord, or (B) ten (10) years.

     The following costs and expenses shall be excluded or deducted, as
appropriate, from Expenses:

               (i)    the cost of electricity furnished to the demised premises
and other space leased to tenants as measured by meters, or if there be no
meters, as determined by Landlord's electrical consultant;

               (ii)   leasing commissions;

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

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

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

                                       10
<PAGE>

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

               (vii)  Taxes;

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

               (ix)   costs of repairs, replacements, alterations and
improvements made in or to the Building or the demised premises to cure
conditions which constitute currently existing violations of Legal Requirements
(as defined in Article 22 hereof) to the extent that same are in effect as of
the date hereof; it being agreed that costs to comply with any reinterpretation,
amendment or modification of Legal Requirements in effect as of the date hereof
shall be includable in Expenses;

               (x)    costs of any renovation, improvement, painting or
redecorating of tenant improvements which are given as an inducement for a
tenant lease or lease amendment;

               (xi)   costs incurred in the removal, containment, encapsulation,
or disposal of asbestos in the Building;

               (xii)  legal fees or expenses incurred in connection with the
negotiation of leases for space in the Building, or of renewals, amendments,
financings, refinancings, or sales or in connection with enforcing the
provisions of any tenant's lease, other than a tenant who is disturbing other
tenants in the Building;

               (xiii) interest, charges and fees incurred on debt, except to
the extent expressly otherwise set forth herein; and

               (xiv) any other expenditure which would otherwise be an Expense
to the extent Landlord is reimbursed therefor by condemnation award or insurance
proceeds or by tenant refund (other than reimbursement by reason of escalation
type clauses in tenants' leases comparable to this Article 3).

     If during all or part of any Operating Year including Operating Year 1997,
Landlord shall not furnish any particular item(s) of work or service (which
would constitute an Expense hereunder) to portions of the Building, due to the
fact that construction of the Building is not completed, or such portions are
not occupied or leased, or because such item of work or service is not required
or desired by the tenant of such portion, or such tenant is itself obtaining and
providing such item of work or service, or for other reasons, then, for the
purpose of computing the additional rent payable hereunder, the amount otherwise
includible in Expenses


                                       11
<PAGE>

for such item for such period shall be increased by an amount equal to the
additional operating and maintenance expenses which would reasonably have been
incurred during such period by Landlord if it had at its own expense furnished
such item of work or services to such portion of the Building.

          B.   If the Expenses for any Operating Year exceed the Expense Base
Factor, Tenant shall pay to Landlord as additional rent for such Operating Year
an amount equal to Tenant's Expense Share of the excess of the Expenses for such
Operating Year over the Expense Base Factor (hereinafter referred to as
"Tenant's Expense Payment").

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

          D.   After the end of each Operating Year Landlord shall submit to
Tenant an annual Escalation Statement prepared by Landlord setting forth the
Expenses for the preceding Operating Year and the balance of Tenant's Expense
Payment, if any, due to Landlord from Tenant for such Operating Year. If such
annual Escalation Statement shall show that the sums paid by Tenant under
subparagraph 3.02(C) above exceeded Tenant's Expense Payment for such Operating
Year, Tenant shall be entitled to a credit in the amount of such excess against
subsequent rental payments under this Lease. If such annual Escalation Statement
shall show that the sums so paid by Tenant were less than Tenant's Expense
Payment for such Operating

                                       12
<PAGE>

Year, Tenant shall pay the amount of such deficiency to the Landlord within ten
days after being furnished with such annual Escalation Statement.

            E.   The annual Escalation Statements with respect to Expenses to be
furnished by Landlord as provided above shall be in reasonable detail but need
not be audited or certified. Landlord may use operating cost allocations and
estimates if such allocations or estimates are required for this Section 3.02.

     3.03.  Tenant shall pay to Landlord upon demand, as additional rent, any
occupancy tax or rent tax hereafter enacted, which Landlord is hereafter
required to pay with respect to the demised premises or this Lease.

     3.04.  If the Commencement Date shall be other than the first day of a Tax
Year or an Operating Year or if the date of the expiration or other termination
of this Lease shall be a day other than the last day of a Tax Year or an
Operating Year, then Tenant's Tax Payment and/or Tenant's Expense Payment for
such partial year shall be equitably adjusted taking into consideration the
portion of such Tax Year or Operating Year falling within the Term. Landlord
shall, as soon as reasonably practicable, cause an Escalation Statement with
respect to Taxes for the Tax Year and/or Expenses for the Operating Year in
which the Term expires to be prepared and furnished to Tenant. Such Escalation
Statement shall be prepared as of the expiration date of the Term if such date
is December 31, and if not, as of the first to occur of June 30 or December 31
after the expiration date of the Term. Landlord and Tenant shall thereupon make
appropriate adjustments of amounts then owing.

     3.05.  In no event shall the fixed annual rent ever be reduced by operation
of this Article 3. The rights and obligations of Landlord and Tenant under the
provisions of this Article 3 shall survive the termination of this Lease, and
payments shall be made pursuant to this Article 3 notwithstanding the fact that
an Escalation Statement is furnished to Tenant after the expiration or other
termination of the Term.

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

     3.07.  Each Escalation Statement shall be conclusive and binding upon
Tenant unless within 30 days after receipt of such Escalation Statement Tenant
shall notify Landlord that it disputes the correctness of such Escalation
Statement, specifying the particular respects in which such Escalation Statement
is claimed to be incorrect. Any dispute relating to any Escalation Statement,
not resolved within 30 days after the giving of such notice by Tenant, may be
submitted to arbitration by either party pursuant to Article 37 hereof. Pending
the determination of such dispute, Tenant shall pay additional rent in
accordance with the Escalation Statement that Tenant is disputing, without
prejudice to Tenant's position.

                                       13
<PAGE>

                                   ARTICLE 4

                                  ELECTRICITY

     4.01.     Landlord agrees that prior to the Commencement Date risers,
feeders and wiring will be installed in the Building by Landlord to furnish
electrical service to the demised premises in accordance with the provisions of
this Article 4. After the Commencement Date any additional risers, feeders or
other equipment or service proper or necessary to supply Tenant's electrical
requirements, upon written request of Tenant, will be installed by Landlord at
the sole cost and expense of Tenant, if in Landlord's reasonable judgment the
same are necessary and will not cause permanent damage or injury to the Building
or the demised premises or cause or create a dangerous or hazardous condition or
entail excessive or unreasonable alterations, repairs or expense or interfere
with or disturb other tenants or occupants.

     4.02.     For the period commencing on the Commencement Date, Tenant
covenants and agrees to contract directly with and to pay directly to the
utility company supplying electric current for the demised premises the amounts
due for such electric current consumed as indicated by meters measuring Tenant's
consumption thereof.

     4.03.     (a)  For the period commencing on the Commencement Date, if one
meter measures the consumption of electric current by Tenant and another lessee
of space in the Building (i.e., more than two tenants on a floor), or if there
is no meter measuring Tenant's consumption of electric current for any purpose,
including without limitation, air conditioning, ventilating and heating (e.g.,
more than one tenant on a floor with respect to air conditioning and
ventilating), Tenant agrees to pay to Landlord or Landlord's designated agent
charges for electric current consumed by Tenant as determined by Landlord's
electric consultant in accordance with Section 4.08 hereof. Bills therefor, at
the rate charged to Landlord for such electric current, plus the amount of sales
tax imposed thereon by any Governmental Authority, plus 5% of the total amount
thereof for administration and processing, shall be rendered at such times as
Landlord may elect based upon estimates of Landlord's electric consultant which
may be made from time to time as Landlord deems necessary. Until such time as
Landlord's electrical consultant first makes its estimate as aforesaid, Tenant
shall pay as its electricity charge hereunder (exclusive of HVAC Electricity (as
hereinafter defined) the sum of $3.00 per square foot per annum multiplied by
the rentable square footage of the demised premises (the "Base Charge") which
shall be payable in equal monthly installments together with the Tenant's
payments of fixed annual rent hereunder on the first day of each calendar month.
In the event Landlord's consultant shall determine that Tenant's electricity
charge should exceed the Base Charge, Tenant's Base Charge shall be adjusted
retroactively at such time as Landlord's electrical consultant's determination
is made. Any deficiency for such prior period shall be payable upon demand. In
no event shall the Base Charge be reduced pursuant to the terms hereof. Tenant
shall permit Landlord's electrical consultant to make surveys in the demised
premises from time to time during normal business hours regarding the electrical
equipment and fixtures and the use of electric current therein.


                                       14
<PAGE>

          (b) In the event the Tenant occupies a portion of a floor, with
respect to the electric current used (i) to run the air conditioning system on
Tenant's floor, including without limitation, for purposes of "early morning
warm-up" and (ii) for the lighting of the common areas on Tenant's floor,
Landlord shall charge Tenant its proportionate share of such charge plus sales
tax and the administrative fees referred to above based upon the proportion
which the rentable area of the demised premises bears to the rentable area of
that portion of the floor which is subject to leases whose terms have commenced.

          (c) If Tenant pays for electric current consumed pursuant to
subsection (a) above, Landlord reserves the right to discontinue furnishing
electric energy to Tenant at any time that electric service may be obtained by
Tenant directly from the public utility company servicing the Building upon
thirty (30) days' prior written notice to Tenant, and from and after the
effective date of such termination, Landlord shall no longer be obligated to
furnish Tenant with electric energy, provided, however that such termination
date shall be extended for such time as is reasonably necessary for Tenant to
make arrangements to obtain electric service directly from the public utility
company servicing the Building. If Landlord exercises such right of termination,
this Lease shall remain unaffected thereby and shall continue in full force and
effect; and thereafter Tenant shall diligently arrange to obtain electric
service directly from the public utility company servicing the Building.

     4.04.     Tenant's use of electric current in the demised premises shall
not at any time exceed the capacity of any of the electrical conductors and
equipment in or otherwise serving the demised premises.

     4.05.     To the extent permitted by applicable law, Landlord shall not be
liable in any way to Tenant for any failure or defect in the supply or character
of electric energy furnished to the demised premises by reason of any
requirement, act or omission of the public utility providing the Building with
electricity or for any other reason whatsoever.

     4.06.     At Landlord's option, Tenant shall purchase from Landlord or
Landlord's agent all lighting tubes, lamps, bulbs and ballasts used in the
demised premises and Tenant shall pay Landlord's reasonable charges for
providing and installing same on demand as additional rent.

     4.07.     Intentionally Omitted.

     4.08.     Any determinations with respect to charges for electricity on
floors occupied by more than one tenant or otherwise which must be made pursuant
to the terms of this Lease shall be made by a reputable, independent electrical
consultant selected by Landlord ("Landlord's electrical consultant"). Any
determination made by Landlord's electrical consultant pursuant to or in
connection with this Lease shall be binding and conclusive on Landlord and on
Tenant unless Tenant disputes such determination as hereinafter provided. Tenant
shall have the right to give a notice (the "Dispute Notice") to Landlord within
30 days after the date it is notified of any determination by Landlord's
electrical consultant that (i) Tenant has engaged its

                                       15
<PAGE>

own electrical consultant ("Tenant's electrical consultant") to verify the
determination of Landlord's electrical consultant. If Tenant's electrical
consultant and Landlord's electrical consultant cannot agree within ten (10)
days after the Dispute Notice, if any, is given on what an appropriate
resolution of their dispute should be, then either party, upon notice to the
other, may submit the issue to arbitration in accordance with the provisions of
Article 37 of this Lease, the reasonable cost of any such arbitration (but not
the fees and expenses of Landlord's attorneys) to be borne solely by Tenant in
the event such dispute relates to a determination with respect to electricity
provided to a portion of the Building other than the demised premises. While
such dispute is being resolved, Tenant shall pay such charges and payments as
would be due hereunder if Landlord's electrical consultant's determination were
correct without prejudice to Tenant's position. In the event it is finally
determined that there has been an overpayment by Tenant, such overpayment shall
be credited against future rent payments due from Tenant under the Lease and in
the event of an underpayment, the amount of such underpayment by Tenant shall be
paid by Tenant to Landlord within 20 days after such determination is made.

                                   ARTICLE 5

                                      USE

     5.01.     The demised premises shall be used solely as and for executive
and general offices, and, as ancillary uses to office use, provided same do not
violate the Certificate of Occupancy, for software sales (but not retail sales
on an off-the-street basis), marketing, customer service, technical support,
research and development, and consulting services, and for no other purpose.

     5.02.     Tenant shall not use or permit the use of the demised premises or
any part thereof in any way which would violate any of the terms and conditions
of this Lease or for any unlawful purposes or in any unlawful manner or in
violation of the Certificate of Occupancy for the demised premises or the
Building, and Tenant shall not permit the demised premises or any part thereof
to be used in any manner or anything to be done, brought into or kept therein
which, in Landlord's judgment shall impair or interfere with (i) the character,
reputation or appearance of the Building as a high quality office building, (ii)
any of the Building services or the proper and economic heating, cleaning, air
conditioning or other servicing of the Building or the demised premises, or
(iii) the use of any of the other areas of the Building by, or occasion
discomfort, inconvenience or annoyance to, any of the other tenants or occupants
of the Building.

                                       16
<PAGE>

                                   ARTICLE 6

                         ALTERATIONS AND INSTALLATIONS

     6.01.     Tenant shall make no alterations, installations, additions or
improvements (other than purely decorative items such as painting and carpeting)
in or to the demised premises without Landlord's prior written consent and then
only by contractors or mechanics first recommended and approved by Landlord,
such approval as to contractors and mechanics not to be unreasonably withheld or
delayed. All such work, alterations, installations, additions and improvements
shall be done at Tenant's sole expense and at such times and in such manner as
Landlord may from time to time designate in its reasonable judgment.

     All work in the demised premises shall be done solely in accordance with
plans and specifications first approved in writing by Landlord. Tenant shall
reimburse Landlord promptly upon demand for any costs and expenses incurred by
Landlord in connection with Landlord's review of such Tenant's plans and
specifications. Landlord will not unreasonably withhold or delay its consent to
requests for nonstructural alterations, additions and improvements (provided
they will not interfere with the operation of the Building nor affect the
outside of the Building nor adversely affect its structure, or its electrical,
HVAC, plumbing or mechanical systems).

     Any such approved alterations and improvements shall be performed in
accordance with the foregoing and the following provisions of this Article 6:

          1.   All work shall be done in a good and workmanlike manner.

          2.   (a)  Any contractor employed by Tenant to perform any work
     permitted by this Lease, and all of its subcontractors, shall agree to
     employ only such labor as will not result in jurisdictional disputes or
     strikes or cause disharmony with other workers employed at the Building.
     Tenant will inform Landlord in writing of the names of any contractor or
     subcontractors Tenant proposes to use in the demised premises at least ten
     (10) days prior to the beginning of work by such contractor or
     subcontractors.

               (b) Tenant covenants and agrees to pay to the contractor, as the
     work progresses, the entire cost of supplying the materials and performing
     the work shown on Tenant's approved plans and specifications; subject only
     to customary retentions.

          3.   All such alterations shall be performed in compliance with all
     Legal Requirements (as defined in Article 22 hereof).

          4.   Tenant shall keep the Building and the demised premises free and
     clear of all liens for any work or material claimed to have been furnished
     to

                                       17
<PAGE>

     Tenant or to the demised premises on Tenant's behalf, and all work to be
     performed by Tenant shall be done in a manner which will not unreasonably
     interfere with or disturb other tenants or occupants of the Building.

          5.   During the progress of the work to be done by Tenant, said work
     shall be subject to inspection by representatives of Landlord who shall be
     permitted access and the opportunity to inspect, at all reasonable times,
     but this provision shall not in any way whatsoever create any obligation on
     Landlord to conduct such an inspection or constitute approval by Landlord
     of such work or subject Landlord to liability for the manner of
     performance.

          6.   Tenant agrees to pay to Landlord's managing agent, as additional
     rent, promptly upon being billed therefor, a sum equal to Landlord's
     actual, out-of-pocket costs incurred on account of Landlord's indirect
     costs, field inspection and coordination in connection with such work.

          7.   Prior to commencement of any work, Tenant shall furnish to
     Landlord certificates evidencing the existence of:

                    (a) Worker's compensation insurance covering all persons
          employed for such work with statutorily required limits; and

                    (b) Employer's liability coverage including bodily injury
          caused by disease with limits of not less than $100,000 per employee;

                    (c) Comprehensive general liability insurance including but
          not limited to completed operations coverage, products liability
          coverage, contractual coverage, broad form property damage,
          independent contractor's coverage and personal injury coverage naming
          (i) Landlord as well as such representatives and consultants of
          Landlord as Landlord shall reasonably specify (collectively
          "Landlord's Consultants"), including, but not limited to, as of the
          date hereof Insignia/Edward S. Gordon Company, Inc. and The
          Shorenstein Company, as well as Tenant, as additional insureds, with
          coverage of not less than $3,000,000 combined single limit coverage
          (or such higher limits as Landlord may from time to time impose in its
          reasonable judgment);

                    (d) Tenant shall require all contractors engaged or employed
          by the Tenant to indemnify and hold Tenant, Landlord, and Landlord's
          Consultants, including but not limited to, as of the date hereof
          harmless in accordance with the following clauses (with such
          modifications therein as may be required from time to time by reason
          of a change in the parties constituting Landlord's Consultants):

                                       18
<PAGE>

               "The contractor hereby agrees to the fullest extent permitted by
               law to assume the entire responsibility and liability for and
               defense of and to pay and indemnify the Landlord, Tenant, and
               Landlord's Consultants against any loss, cost, expense, liability
               or damage and will hold each of them harmless from and pay any
               loss, cost, expense, liability or damage (including, without
               limitation, judgments, attorney's fees, court costs, and the cost
               of appellate proceedings), which the Landlord and/or Tenant
               and/or Landlord's Consultants incurs because of injury to or
               death of any person or on account of damage to property,
               including loss of use thereof, or any other claim arising out of,
               in connection with, or as a consequence of the performance of the
               work by the contractor and/or any acts or omissions of the
               contractor or any of its officers, directors, employees, agents,
               sub-contractors or anyone directly or indirectly employed by the
               contractor or anyone for whose acts the contractor may be liable
               as it relates to the scope of this Contract, whether such
               injuries to person or damage to property are due or claimed to be
               due to any negligence of the Landlord and/or Tenant and/or
               Landlord's Consultants, its or their employees or agents or any
               other person."

               The contractor's insurance shall specifically insure the
               foregoing hold harmless provision verbatim.

                    (e) Such insurance shall be placed with solvent and
          responsible companies reasonably satisfactory to the Landlord and
          licensed or authorized to do business in the State of New York, and
          the policies shall provide that they may not be cancelled without 30
          days' prior notice in writing to the Landlord.

          8.   Movement of all men and materials shall only be done at the
     direction, the times and in the manner designated by Landlord in its
     reasonable judgment.

          9.   No improvements estimated to cost more than $25,000 (as estimated
     by Landlord's architect or engineer or general contractor) shall be
     undertaken (i) except under the supervision of a licensed architect or
     licensed professional engineer reasonably satisfactory to Landlord, (ii)
     except after at least thirty days' prior written notice to Landlord and
     (iii) prior to Tenant delivering to Landlord an unconditional letter of
     credit in form and substance and drawn on a bank satisfactory to Landlord
     in an amount equal to 125% of such estimated cost or other assurances
     reasonably satisfactory to Landlord that adequate provisions have been made
     for the payment of the cost of such improvements.



                                       19
<PAGE>

     6.02      Notice is hereby given that Landlord shall not be liable for any
labor or materials furnished or to be furnished to Tenant upon credit, and that
no mechanic's or other lien for any such labor or materials shall attach to or
affect the reversion or other estate or interest of Landlord in and to the
demised premises. Any mechanic's lien, filed against the demised premises or the
Building for work claimed to have been done for or materials claimed to have
been furnished to Tenant shall be discharged by Tenant at its expense within
thirty (30) days after such filing, by payment, filing of the bond required by
law or otherwise. Failure to comply with the provisions of this Section 6.02
shall constitute a material default by Tenant under this Lease entitling
Landlord to exercise any or all of the remedies provided in this Lease in the
event of Tenant's default.

     6.03.     All alterations, installations, additions and improvements made
and installed by Landlord, at its expense, shall be the property of Landlord and
shall remain upon and be surrendered with the demised premises as a part thereof
at the end of the Term.

     6.04.     All alterations, installations, additions and improvements made
and installed by Tenant, or at Tenant's expense, upon or in the demised premises
which are of a permanent nature and which cannot be removed without damage to
the demised premises or Building including, without limitation, any so-called
"raised flooring" or supplementary air conditioning units, shall become the
property of Landlord, and shall remain upon and be surrendered with the demised
premises as a part thereof at the end of the Term (and shall not be removed
prior thereto without Landlord's written consent), except that Landlord shall
have the right at any time up to six months prior to the expiration of the Term
to serve notice upon Tenant that any of such alterations, installations,
additions and improvements, except for Landlord's Work, which are of a non-
Building Standard office nature such as vaults, auditoriums, kitchens and the
like, shall be removed and, in the event of service of such notice, Tenant will,
at Tenant's own cost and expense, remove the same in accordance with such
request, and repair any damage to the demised premises caused by such removal.

     6.05.     Where furnished by or at the expense of Tenant all furniture,
furnishings and trade fixtures (exclusive of raised flooring), but including
without limitation, murals, business machines and equipment, counters, screens,
grille work, cages, partitions, metal railings, closets, free standing lighting
fixtures and equipment, drinking fountains, and any other moveable property not
connected to the demised premises or the Building's systems shall remain the
property of Tenant which may at its option remove all or any part thereof at any
time prior to the expiration of the Term. In case Tenant shall decide not to
remove any part of such property, Tenant shall notify Landlord in writing not
less than three (3) months prior to the expiration of the Term, specifying the
items of property which it has decided not to remove. If, within thirty (30)
days after the service of such notice, Landlord shall request Tenant to remove
any of the said property, Tenant shall at its expense remove the same. As to
such property which Landlord does not request Tenant to remove, the same shall
be, if left by Tenant, deemed abandoned by Tenant and thereupon the same shall
become the property of Landlord.

                                       20
<PAGE>

     6.06      If any alterations, installations, additions, improvements or
other property which Tenant shall have the right to remove or be requested by
Landlord to remove as provided in Sections 6.04 and 6.05 hereof (herein in this
Section 6.06 called the "property") are not removed on or prior to the
expiration of the Term, Landlord shall have the right to remove the property and
to dispose of the same without accountability to Tenant and at the sole cost and
expense of Tenant. In case of any damage to the demised premises or the Building
resulting from the removal of the property Tenant shall repair such damage or,
in default thereof, shall reimburse Landlord for Landlord's cost in repairing
such damage. This obligation shall survive any termination of this Lease.

     6.07.     Tenant shall keep records of Tenant's alterations, installations,
additions and improvements costing in excess of $10,000, and of the cost
thereof. Tenant shall, within 15 days after demand by Landlord, furnish to
Landlord copies of such records if Landlord shall require same in connection
with any proceeding to reduce the assessed valuation of the Building, or in
connection with any proceeding instituted pursuant to Article 14 hereof.

                                   ARTICLE 7

                                    REPAIRS

     7.01.     Tenant shall, at its sole cost and expense, make such repairs to
the demised premises and the fixtures and appurtenances therein as are
necessitated by the act, omission, occupancy or negligence of Tenant or by the
use of the demised premises in a manner contrary to the purposes for which same
are leased to Tenant, as and when needed to preserve them in good working order
and condition. Except as otherwise provided in Section 9.05 hereof, all damage
or injury to the demised premises and to its fixtures, appurtenances and
equipment caused by Tenant moving property in or out of the Building or by
installation or removal of furniture, fixtures or other property, shall be
repaired, restored or replaced promptly by Tenant at its sole cost and expense,
which repairs, restorations and replacements shall be in quality and class equal
to the original work or installations. If Tenant fails to make such repairs,
restoration or replacements, same may be made by Landlord at the expense of
Tenant and such expense shall be collectible as additional rent and shall be
paid by Tenant within 10 days after rendition of a bill therefor.

     The exterior walls of the Building, the portions of any window sills
outside the windows and the windows are not part of the premises demised by this
Lease and Landlord reserves all rights to such parts of the Building.

     7.02      Tenant shall not place a load upon any floor of the demised
premises exceeding the floor load per square foot of area which such floor was
designed to carry. Such floor is designed for the following superimposed
loading:

                                       21
<PAGE>

Live Load                                             50 pounds per square foot
Partitions                                            12 pounds per square foot
Suspended Ceiling & Mechanical                        10 pounds per square foot
Additional Floor Load                                 10 pounds per square foot
                                                      -------------------------
Total Tenant Load                                     82 pounds per square foot


     7.03.     Business machines and mechanical equipment used by Tenant which
cause vibration, noise, cold or heat that may be transmitted to the Building
structure or to any leased space to such a degree as to be objectionable to
Landlord or to any other tenant in the Building shall be placed and maintained
by Tenant at its expense in settings of cork, rubber or spring type vibration
eliminators sufficient to absorb and prevent such vibration or noise, or prevent
transmission of such cold or heat. The parties hereto recognize that the
operation of elevators, air conditioning and heating equipment will cause some
vibration, noise, heat or cold which may be transmitted to other parts of the
Building and demised premises. Landlord shall be under no obligation to endeavor
to reduce such vibration, noise, heat or cold beyond what is customary in
current good building practice for buildings of the same type as the Building.

     7.04.     Except as otherwise specifically provided in this Lease, there
shall be no allowance to Tenant for a diminution of rental value and no
liability on the part of Landlord by reason of inconvenience, annoyance or
injury to business arising from the making of any repairs, alterations,
additions or improvements in or to any portion of the Building or the demised
premises or in or to fixtures, appurtenances or equipment thereof. Landlord
shall exercise reasonable diligence so as to minimize any interference with
Tenant's business operations, but shall not be required to perform the same on
an overtime or premium pay basis.

     7.05.     Except as otherwise provided in this Lease, Landlord shall,
throughout the Term, keep and maintain in good order and condition the following
items, but only to the extent that such items affect the use and enjoyment of
the demised premises for the conduct of Tenant's business: (a) the lobbies,
common corridors, sidewalks and other common elements of the Building; (b) the
roof, exterior, load-bearing columns, and foundation of the Building, and (c)
the systems of the Building including elevators, HVAC, plumbing, electrical and
other Building systems and equipment servicing the demised premises to the point
of entry into the demised premises, provided however that Landlord shall not be
liable for any defects or deficiencies thereof which shall be caused by Tenant's
equipment, alterations or installations, or which shall result from any act or
omission of Tenant, its contractors, employees, agents, representatives,
licensees, subtenants or invitees.



                                       22
<PAGE>

                                   ARTICLE 8

                              REQUIREMENTS OF LAW

     8.01  Tenant shall comply with all Legal Requirements (including, without
limitation, the Disabilities Act, as defined in Section 22.04 hereof) which
shall impose any violation, order or duty upon Landlord or Tenant with respect
to the demised premises, or the use or occupation thereof; provided, however,
that Tenant shall not be required to make structural alterations in order to
effect such compliance unless the need therefor shall result from, or arise in
connection with (i) a negligent or wrongful act or omission of Tenant, its
agents, representatives, contractors or invitees, or (ii) a default under this
Lease by Tenant, or (iii) Tenant's particular manner of use of the demised
premises, or (iv) any alterations performed by, or on behalf of, Tenant in the
demised premises (excluding Landlord's Work). Tenant shall pay all the costs,
expenses, fines, penalties and damages which may be imposed upon Landlord by
reason of or arising out of Tenant's failure to fully and promptly comply with
and observe the provisions of this Section.

     8.02  Notwithstanding the provisions of Section 8.01 hereof, Tenant, at its
own cost and expense, in its name and/or (whenever necessary) Landlord's name,
may contest, in any manner permitted by law (including appeals to a court, or
governmental department or authority having jurisdiction in the matter), the
validity or the enforcement of any Legal Requirements with which Tenant is
required to comply pursuant to this Lease, and may defer compliance therewith
provided that:

           (a)  such non-compliance shall not subject Landlord to criminal
prosecution or subject the Property to lien or sale (without limiting the
application of the above, Landlord shall be deemed subject to prosecution for a
crime if Landlord, or its managing agent, or any officer, director, partner,
shareholder or employee of Landlord or its managing agent as an individual, is
charged with a crime of any kind or degree whatever, whether by summons or
otherwise);

           (b)  such non-compliance shall not be in violation of any mortgage,
or of any ground or underlying lease or any mortgage thereon;

           (c)  Tenant shall first deliver to Landlord a surety bond issued by a
surety company of recognized responsibility, or other security satisfactory to
Landlord, indemnifying and protecting Landlord against any loss or injury by
reason of such non-compliance; and

           (d)  Tenant shall promptly, diligently and continuously prosecute
such contest.

     Without limiting the applications of the above, Landlord shall be deemed
subject to prosecution for a crime, if Landlord, or its managing agent, or any
officer, director, partner,

                                      23
<PAGE>

shareholder or employee of Landlord or its managing agent, as an individual, is
charged with a crime of any kind or degree whatever, whether by summons or
otherwise.

     Landlord, without expense or liability to it, shall cooperate with Tenant
and execute any documents or pleadings required for such purpose, provided that
Landlord shall reasonably be satisfied that the facts set forth in any such
documents or pleadings are accurate.

                                  ARTICLE 9.

                   INSURANCE, LOSS, REIMBURSEMENT, LIABILITY

     9.01.  Tenant shall not do or permit to be done any act or thing upon or
about the demised premises which will (i) result in the assertion of any defense
by the insurer to any claim under, (ii) invalidate or (iii) be in conflict with
the policies covering the Building, and fixtures and property therein, or which
would increase the rate of fire insurance applicable to the Building to an
amount higher than it otherwise would be; and Tenant shall neither do nor permit
to be done any act or thing upon or about the demised premises or the Building
which shall or might subject Landlord to any liability or responsibility for
injury to any person or persons or to property; but nothing in this Section 9.01
shall prevent Tenant's use of the demised premises for the purposes stated in
Article 5 hereof.

     9.02.  If, as a result of any act or omission by or on the part of Tenant
or violation of this Lease, whether or not Landlord has consented to the same,
the rate of "all risk" or other type of insurance maintained by Landlord on the
Building and fixtures and property therein, shall be increased to an amount
higher than it otherwise would be, Tenant shall reimburse Landlord for all
increases of such insurance premiums so caused; such reimbursement to be
additional rent payable within 20 days after demand therefor by Landlord. In any
action or proceeding wherein Landlord and Tenant are parties, a schedule or
"make-up" of rates for the Building or demised premises issued by the body
making fire insurance rates or established by insurance carrier providing
coverage for the Building or demised premises, shall be conclusive evidence of
the facts stated therein including the items and charges taken into
consideration in fixing the "all risk" insurance rate then applicable to the
Building or demised premises.

     9.03.  Landlord, Landlord's Consultants, or their agents, servants or
employees shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain or snow or leaks from any part of the Building, or from the pipes,
appliances or plumbing works or from the roof, street or subsurface or from any
other place or resulting from dampness or resulting from any other cause of
whatsoever nature, unless (but only to the extent) any of the foregoing shall be
caused by or due to the negligence of Landlord, its agents, servants or
employees. Notwithstanding the preceding provisions of this Section 9.03, Tenant
covenants, and agrees that (i) any rights of Tenant to make a claim against
Landlord, Landlord's Consultants, or their agents, servants or employees as
contemplated herein shall be subject to the waiver of subrogation provisions set
forth in

                                      24
<PAGE>

Article 9.08 of this Lease, and (ii) in no event shall Tenant be entitled to
make a claim for consequential, indirect or special damages pursuant to this
Section 9.03.

     9.04.  Landlord, Landlord's Consultants, or their agents shall not be
liable for any damage which Tenant may sustain, if at any time any window of the
demised premises is broken, or temporarily or permanently closed, darkened or
bricked upon for any reason whatsoever, except only Landlord's arbitrary acts if
the result is permanent, and Tenant shall not be entitled to any compensation
therefor or abatement of rent or to any release from any of Tenant's obligations
under this Lease, nor shall the same constitute an eviction or constructive
eviction.

     9.05.  Tenant shall reimburse Landlord and Landlord's Consultants, for all
expenses, damages or fines incurred or suffered by Landlord or Landlord's
Consultants, by reason of any breach, violation or non-performance by Tenant, or
its agents, servants or employees, of any covenant or provision of this Lease,
or by reason of damage to persons or property caused by moving property of or
for Tenant in or out of the Building, or by the installation or removal of
furniture or other property of or for Tenant, or by reason of or arising out of
the carelessness, negligence or improper conduct of Tenant, or its agents,
servants or employees, in the use or occupancy of the demised premises. Tenant
shall have the right, at Tenant's own cost and expense, to participate in the
defense of any action or proceeding brought against Landlord or Landlord's
Consultants and in negotiations for settlement thereof if, pursuant to this
Section 9.05, Tenant would be obligated to reimburse Landlord or Landlord's
Consultants for expenses, damages or fines incurred or suffered by Landlord or
Landlord's Consultants.

     9.06.  Tenant shall give Landlord notice in case of fire or accidents in
the demised premises promptly after Tenant is aware of such event.

     9.07.  (a)  No recourse shall be had on any of Landlord's obligations
hereunder or for any claim based thereon or otherwise in respect thereof against
any incorporator, subscriber to the capital stock, shareholder, officer or
director, past, present or future, of any corporation or any partner or joint
venturer which shall be Landlord hereunder or included in the term "Landlord" or
of any successor of any such corporation, or against any principal, disclosed or
undisclosed, or any affiliate of any party which shall be Landlord or included
in the term "Landlord," whether directly or through Landlord or through any
receiver, assignee, trustee in bankruptcy or through any other person, firm or
corporation, whether by virtue of any constitution, statute or rule of law or by
enforcement of any assessment or penalty or otherwise, all such liability being
expressly waived and released by Tenant.

            (b)  Tenant shall look solely to Landlord's estate and interest in
the Building for the satisfaction of any right of Tenant for the collection of a
judgment or other judicial process or arbitration award requiring the payment of
money by Landlord, and no other property or assets of Landlord, Landlord's
agents, incorporators, shareholders, officers, directors, partners, principals
(disclosed or undisclosed) or affiliates shall be subject to levy, lien,
execution, attachment, or other enforcement procedure for the satisfaction of
Tenant's rights and

                                      25
<PAGE>

remedies under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder, or under law, or Tenant's use and occupancy of the demised
premises, or any other liability of Landlord to Tenant.

     9.08. (a)  Notwithstanding anything to the contrary contained in this
Lease, Tenant agrees that it will, at its sole cost and expense, include in its
property insurance policies appropriate clauses pursuant to which the insurance
companies (i) waive all right of suborgation against Landlord, Landlord's
Consultants, and any tenant of space in the Building with respect to losses
payable under such policies and (ii) agree that such policies shall not be
invalidated should the insured waive in writing prior to a loss any or all right
of recovery against any party for losses covered by such policies. Tenant shall
furnish Landlord upon demand evidence satisfactory to Landlord evidencing the
inclusion of said clauses in Tenant's property insurance policies.

           (b)  Provided that Landlord's right of full recovery under its
property insurance policies is not adversely affected or prejudiced thereby, and
so long as the waivers provided for in Section 9.08(a) remain in full force and
effect, Landlord hereby waives any and all right of recovery which it might
otherwise have against Tenant, its servants, agents and employees, for loss or
damage occurring to the Building and the fixtures, appurtenances and equipment
therein, to the extent the same would be covered by Landlord's insurance, as
required under Section 9.10 of this Lease whether or not such insurance is
maintained, notwithstanding that such loss or damage may result from the
negligence or fault of Tenant, its servants, agents or employees. Tenant hereby
waives any and all right of recovery which it might otherwise have against
Landlord, its servants, and employees, and against every other tenant in the
Building who shall have executed a similar waiver as set forth in this Section
9.08(b) for loss or damage to, Tenant's furniture, furnishings, fixtures and
other property removable by Tenant under the provisions hereof to the extent
that same would be covered by Tenant's insurance as required under this Lease
whether or not such insurance is maintained, notwithstanding that such loss or
damage may result from the negligence or fault of Landlord, its servants, agents
or employees, or such other tenant or the servants, agents or employees thereof.

     9.09. Tenant covenants and agrees to provide at its expense on or before
the Commencement Date and to keep in force during the Term naming Landlord, its
Agent, Landlord's Consultants and Tenant as insured parties (x) a comprehensive
general liability insurance policy or such successor comparable form of coverage
in the broadest form then available (hereinafter referred to as a "Liability
Policy") written on "an occurrence basis", including, without limitation,
blanket contractual liability coverage, broad form property damage, independent
contractor's coverage and personal injury coverage protecting Landlord,
Landlord's Consultants and Tenant against any liability whatsoever, occasioned
by any occurrence on or about the demised premises or any appurtenances thereto
and (y) a fire and other casualty policy (a "Fire Policy") insuring the full
replacement value of all Tenant's improvements and betterments installed by or
on behalf of Tenant after the Commencement Date and all of the furniture, trade
fixtures and other personal property of Tenant located in the demised premises
against loss or damage by fire, theft and such other risks or hazards as are

                                      26
<PAGE>

insurable under present and future forms of "All Risk" insurance policies, and
(z) policy of insurance against loss or damage to the major components of the
air conditioning and/or heating system, flywheels, steam pipes, steam turbines,
steam engines, steam boilers, other pressure vessels, high pressure piping and
machinery, if any, such as are installed by or on behalf of Tenant in the
demised premises. Such policies shall also insure against physical damage to the
demised premises arising out of an accident covered thereunder, such policies
are to be written by good and solvent insurance companies licensed to do
business in the State of New York satisfactory to Landlord, and shall be in such
limits and with such maximum deductibles as Landlord may reasonably require. As
of the date of this Lease, Landlord reasonably requires limits of liability
under (x) the Liability Policy of not less than $5,000,000 combined single limit
per occurrence for bodily or personal injury (including death) and property
damage combined; (y) under the Fire Policy equal to the value of all Tenant's
improvements and betterments and furniture, trade fixtures and other personal
property with a deductible of no more than $1,000,00; and (z) under machinery
insurance for full replacement cost of equipment with a deductible of no more
than $1,000.00. Tenant will furnish Landlord with such information as Landlord
may reasonably request from time to time as to the value of the items specified
in clause (y) above within ten (10) days after request therefor. Such insurance
may be carried under a blanket policy covering the demised premises and other
locations of Tenant, if any, provided that each such policy shall in all
respects comply with this Article and shall specify (i) that the portion of the
total coverage of such policy that is allocated to the demised premises is in
the amounts required pursuant to this Section 9.09 and (ii) any sublimits in
such blanket policy and such policy shall specify, or Tenant shall furnish
Landlord a written statement from the insurer under such policy that the
protection afforded Tenant under any such blanket policy shall be no less than
that which would have been afforded under a separate policy relating only to the
demised premises. Prior to the time such insurance is first required to be
carried by Tenant and thereafter, at least 15 days prior to the expiration date
of any such policy, Tenant agrees to deliver to Landlord a certificate
evidencing such insurance Said certificate shall contain an endorsement that
such insurance may not be cancelled or materially changed except upon 30 days'
prior written notice to Landlord. If, due to abandonment of, or failure to
occupy the demised premises by Tenant, any such insurance required to be carried
by Tenant shall be cancelled by the insurance carrier, then Tenant hereby
indemnifies Landlord against liability which would have been covered by such
insurance. Tenant's failure to provide and keep in force the aforementioned
insurance shall be regarded as a material default hereunder entitling Landlord
to exercise any or all of the remedies provided in this Lease in the event of
Tenant's default. Notwithstanding anything to the contrary contained in this
Lease, the carrying of insurance by Tenant in compliance with this Section shall
not modify, reduce, limit or impair Tenant's obligations and liability under
Article 38 hereof.

     9.10  Landlord covenants and agrees to provide at its expense from and
after the date on which this Lease is executed and delivered and thereafter so
long as this Lease remains in full force and effect a fire and casualty
insurance policy, with such limits and deductibles as shall be required by the
holder of the institutional first mortgage which is then a lien on the Building,
or if there shall be no such mortgage, the limits and deductibles that would
then generally be required by the holder of an institutional first mortgage on
the Building.

                                      27
<PAGE>

                                  ARTICLE 10

                         DAMAGE BY FIRE OR OTHER CAUSE

     10.01. If the Building or the demised premises shall be partially or
totally damaged or destroyed by fire or other cause (and if this Lease shall not
have been terminated as in this Article 10 hereinafter provided), (a) Landlord
shall, with reasonable dispatch after notice to it of the damage or destruction
and the collection of the insurance proceeds attributable to such damage, repair
the damage and restore and rebuild the Building and/or the demised premises,
such restoration of the demised premises to include Tenant's improvements and
betterments (but excluding Tenant's personal property) and (b) Tenant shall
repair the damage to and restore and repair Tenant's furniture, fixtures and
other personal property as set forth in clause (y) of Section 9.09 hereof with
reasonable dispatch after such damage or destruction. Such work by Tenant shall
be subject to all the provisions of this lease. The proceeds of policies
providing coverage for Tenant's improvements and betterments (which Tenant is
required to maintain pursuant to Section 9.09 hereof) shall be paid to Landlord,
and concurrently with the collection of any insurance proceeds attributable to
the damage of Tenant's improvements and betterments, Tenant shall pay to
Landlord (i) the amount of any deductible under the policy insuring Tenant's
improvements and betterments and (ii) the amount, if any, by which the cost of
repairing and restoring Tenant's improvements and betterments as estimated by a
reputable contractor designated by Landlord exceeds the available insurance
proceeds therefor. The amounts due in accordance with clauses (i) and (ii) of
the preceding sentence shall be additional rent under this lease and payable by
Tenant to Landlord upon demand.

     10.02. If the Building or the demised premises shall be damaged or
destroyed by fire or other cause, then the rents payable hereunder shall be
abated to the extent that the demised premises shall have been rendered
untenantable for the period from the date of such damage or destruction to the
date the damage shall be substantially repaired or restored; provided, however,
that should Tenant reoccupy a portion of the demised premises during the period
the restoration work is taking place and prior to the date that the whole of
said demised premises are made tenantable, fixed annual rent and additional
rents allocable to such portion shall be payable by Tenant from the date of such
occupancy.

     10.03. If the Building shall be so damaged or destroyed by fire or other
cause (whether or not the demised premises are damaged or destroyed) as to
require a reasonably estimated expenditure made by Landlord or a reputable
contractor designated by Landlord of more than 30% of the full insurable value
of the Building immediately prior to the casualty, then Landlord may terminate
this Lease by giving Tenant notice to such effect within 90 days after the date
of the casualty. In case of any damage or destruction to the demised premises
mentioned in this Article 10 which Landlord is required to repair and restore,
Tenant may terminate this Lease by notice to Landlord if Landlord has not
substantially completed the making of such required repairs and restorations
within (a) nine (9) months after the date of such damage or destruction if the
damage or destruction takes place on or before the first (1st) anniversary of
the Commencement Date, or within such period after the date nine (9) months

                                      28
<PAGE>

after the date of such damage or destruction (not exceeding 6 months) as shall
equal the aggregate period Landlord may have been delayed in doing so by Force
Majeure Causes (as defined in Article 34 hereof); (b) four (4) months after the
date of such damage or destruction if the damage or destruction takes place
after the first (1st) anniversary of the Commencement Date, or within such
period after the date four (4) months after the date of such damage or
destruction (not exceeding 6 months) as shall equal the aggregate period
Landlord may have been delayed in doing so by Force Majeure Causes; or (c) two
(2) months after the date of such damage or destruction if the damage or
destruction took place after the second (2nd) anniversary of the Commencement
Date, or within such period after the date two (2) months after the date of such
damage or destruction (not exceeding 6 months) as shall equal the aggregate
period Landlord may have been delayed in doing so by Force Majeure Causes.

     10.04. No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the demised premises or of the Building pursuant
to this Article 10.

     10.05. Landlord will not carry separate insurance of any kind on Tenant's
property (including, without limitation, any property of the Tenant which shall
become the property of Landlord as provided in Article 6 hereof), and, except as
provided by law, Landlord shall not be obligated to repair any damage thereto or
replace or clean the same, or any other decorations, installations, equipment or
fixtures installed by or for Tenant at Tenant's expense. Tenant shall maintain
such fire and casualty insurance as it deems advisable, but not less than the
limits provided in clause (y) of Section 9.09 hereof. If Tenant shall fail to
maintain such insurance, Landlord shall have the right (but in no way shall
Landlord be obligated or in any way be adversely affected if Landlord fails or
elects not to do so) to obtain insurance on Tenant's property and the cost
thereof shall be additional rent under this Lease and payable by Tenant to
Landlord on demand.

     10.06. The provisions of this Article 10 shall be considered an express
agreement governing any case of damage or destruction of the demised premises by
fire or other casualty, and Section 227 of the Real Property Law of the State of
New York, providing for such a contingency in the absence of an express
agreement, and any other law of like import, now or hereafter in force, shall
have no application in such case.

                                  ARTICLE 11

                   ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.

     11.01. Except as otherwise expressly provided in this Article 11, Tenant
shall not without, in each instance, obtaining the prior consent of Landlord,
(a) assign or otherwise transfer this Lease or the term and estate hereby
granted, (b) sublet all or part of the demised premises or allow the same to be
used or occupied by others or in violation of Article 5, (c) mortgage, pledge or
encumber this Lease or all or part of the demised premises in any

                                      29
<PAGE>

manner by reason of any act or omission on the part of Tenant, or (d) advertise,
or authorize a broker to advertise, for a subtenant for all or part of the
demised premises or for an assignee of this Lease. For purposes of this Article
11, (i) the transfer of a majority of the issued and outstanding capital stock
of any corporate tenant or subtenant, or the transfer of a majority of the total
interest in any other entity (partnership or otherwise) which is a tenant or
subtenant, however accomplished, whether in a single transaction or in a series
of related or unrelated transactions, shall not be deemed an assignment of this
Lease, or of such sublease, as the case may be, provided that such transfer was
not primarily for the purpose of transferring Tenant's leasehold interest
hereunder, (ii) any person or legal representative of Tenant, to whom Tenant's
interest under this Lease passes by operation of law, or otherwise, shall be
bound by the provisions of this Article 11, and (iii) a modification, amendment
or extension without Landlord's prior written consent of a sublease previously
consented to by Landlord shall be deemed a new sublease. Tenant agrees to
furnish to Landlord upon demand at any time and from time to time such
information and assurances as Landlord may reasonably request that neither
Tenant, nor any subtenant, shall have violated the provisions of this Section
11.01.

     11.02. The provisions of clauses (a) and (b) of Section 11.01 hereof shall
not apply to transactions entered into by Tenant with a corporation into or with
which Tenant is merged or consolidated or with an entity to which substantially
all of Tenant's assets are transferred, provided (a) such merger, consolidation
or transfer of assets is for a good business purpose and not principally for the
purpose of transferring the leasehold estate created hereby, and (b) the
assignee or successor entity has a net worth at least equal to or in excess of
the net worth of Tenant either (i) immediately prior to such merger,
consolidation or transfer or (ii) as of the date hereof, whichever is greater.

     11.03. Any assignment or transfer, whether made with Landlord's consent as
required by Section 11.01 or without Landlord's consent pursuant to Section
11.02, shall not be effective unless and until (a) the assignee shall execute,
acknowledge and deliver to Landlord a recordable agreement, in form and
substance reasonably satisfactory to Landlord, whereby the assignee shall (i)
assume the obligations and performance of this Lease and agree to be personally
bound by all of the covenants, agreements, terms, provisions and conditions
hereof on the part of Tenant to be performed or observed on and after the
effective date of any such assignment and (ii) agree that the provisions of this
Article 11 shall, notwithstanding such assignment or transfer, continue to be
binding upon it in the future, and (b) in the case of an assignment or transfer
pursuant to Section 11.02 Tenant or its successor shall have delivered to
Landlord financial statements certified by a reputable firm of certified public
accountants evidencing satisfaction of the net worth requirements referred to in
Section 11.02. Tenant covenants that, notwithstanding any assignment or
transfer, whether or not in violation of the provisions of this Lease, and
notwithstanding the acceptance of fixed annual rent by Landlord from an assignee
or transferee or any other party, Tenant shall remain fully and primarily and
jointly and severally liable for the payment of the fixed annual rent and all
additional rent due and to become due under this Lease and for the performance
and observance of all of the covenants, agreements, terms, provisions and
conditions of this Lease on the part of Tenant to be performed or observed.

                                      30
<PAGE>

     11.04. The liability of Tenant, and the due performance by Tenant of the
obligations on its part to be performed under this Lease, shall not be
discharged, released or impaired in any respect by an agreement or stipulation
made by Landlord or any grantee or assignee of Landlord, by way of mortgage, or
otherwise, extending the time of, or modifying any of the obligations contained
in this Lease, or by any waiver or failure of Landlord to enforce any of the
obligations on Tenant's part to be performed under this Lease, and Tenant shall
continue liable hereunder. If any such agreement or modification operates to
increase the obligations of a tenant under this Lease, the liability under this
Section 11.04 of the tenant named in the Lease or any of its successors in
interest (unless such party shall have expressly consented in writing to such
agreement or modification) shall continue to be no greater than if such
agreement or modification had not been made.

     11.05. Provided that Tenant is not in default of any of Tenant's
obligations under this Lease beyond the expiration of any applicable notice and
cure periods, Landlord shall not unreasonably withhold or delay its consent to
an assignment of this Lease or a subletting of the whole or a part of the
demised premises for substantially the remainder of the term of this Lease,
provided:

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

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

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

               (d)  Neither (i) the proposed subtenant or assignee nor (ii) any
person which, directly or indirectly, controls, is controlled by, or is under
common control with, the proposed assignee or subtenant, is then an occupant of
any part of the Building or a party who dealt with Landlord or Landlord's agent
(directly or through a broker) with respect to space in the Building during the
12 months immediately preceding Tenant's request for Landlord's consent;

               (e)  All costs incurred with respect to providing reasonably
appropriate means of ingress and egress from the sublet space or to separate the
sublet space

                                      31
<PAGE>

from the remainder of the demised premises shall, subject to the provisions of
Article 6 with respect to alterations, installations, additions or improvements,
be borne by Tenant;

               (f)  Each assignment or sublease shall specifically state that
(i) it is subject to all of the terms, covenants, agreements, provisions, and
conditions of this Lease, (ii) the subtenant or assignee, as the case may be,
will not have the right to further assign or sublet all or part of the demised
premises or to allow same to be used by others, without the consent of Landlord
in each instance, (iii) a consent by Landlord thereto shall not be deemed or
construed to modify, amend or affect the terms and provisions of this Lease, or
Tenant's obligations hereunder, which shall continue to apply to the premises
involved, and the occupants thereof, as if the sublease or assignment had not
been made, (iv) if Tenant defaults in the payment of any rent, Landlord is
authorized to collect any rents due or accruing from any assignee, subtenant or
other occupant of the demised premises and to apply the net amounts collected to
the fixed annual rent and additional rent due hereunder, (v) the receipt by
Landlord of any amounts from an assignee or subtenant, or other occupant of any
part of the demised premises shall not be deemed or construed as releasing
Tenant from Tenant's obligations hereunder or the acceptance of that party as a
direct tenant, and (vi) the subtenant shall be required to pay its proportionate
share of Tenant's Tax Payment and Tenant's Expense Payment;

               (g)  Tenant shall, together with requesting Landlord's consent
hereunder, have paid Landlord any costs incurred by Landlord to review the
requested consent including any attorney's fees incurred by Landlord;

               (h)  The proposed subtenant or assignee is not (i) a bank or
trust company, safe deposit business, savings and loan association or loan
company; (ii) employment or recruitment agency; (iii) school, college,
university or educational institution whether or not for profit; or (iv) a
government or any subdivision or agency thereof;

               (i)  In the case of a subletting of a portion of the demised
premises, the portion so sublet shall be regular in shape and suitable for
normal renting purposes;

               (j)  Tenant shall have granted to Landlord or its agent, at
Landlord's election, the exclusive right to sublease the demised premises or
such portion thereof as Tenant proposes to sublet, or to assign this Lease, as
the case may be, for a period of three months;

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

               (l)  The proposed assignment or sublease shall provide that it is
subject to the Landlord's rights under Section 11.06 hereof. Tenant shall have
complied with the provisions of said Section 11.06 and Landlord shall not have
made any of the elections provided for therein.

                                      32
<PAGE>

     11.06.  (a)  Should Tenant agree to assign this Lease or to sublet all or
any portion of the demised premises (other than by an assignment or sublease
permitted by Section 11.02 hereof), Tenant shall, as soon as any such agreement
is consummated but no later than 60 days prior to the effective date thereof
(the "Effective Date") deliver to Landlord executed counterparts of any such
agreement and of all ancillary agreements with the proposed assignee or
sublessee, as applicable, and Landlord shall then have the right to elect by
notice to Tenant given within 30 days after such delivery (x) to consent or
refuse to consent to such assignment or sublease in accordance with the terms of
this Lease or (y) to elect to:

               A.   With respect to a proposed assignment of this Lease:

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

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

               B.   With respect to a proposed subletting of the entire demised
premises:

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

               C.   With respect to a proposed subletting of less than the
entire demised premises:

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

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

                                      33
<PAGE>

          (b)  In the event that this Lease shall be assigned to Landlord or
Landlord's designee or if all or part of the demised premises shall be sublet to
Landlord or Landlord's designee pursuant to this Section 11.06, the provisions
of any such assignment or sublease and the obligations of Landlord and the
rights of Tenant with respect thereto shall not be binding upon or otherwise
affect the rights of any holder of a superior mortgage or of a superior lease
unless such holder shall elect by written notice to Tenant to succeed to the
position of Landlord or its designee, as the case may be, thereunder.

          (c)  If Landlord should elect to have Tenant execute and deliver a
sublease pursuant to the provisions of paragraph (a) above, said sublease shall
be in form reasonably satisfactory to Landlord's counsel and on all the terms
contained in this Lease, except that:

               (i)    The rental terms shall be those specified by Landlord as
provided in subparagraph 11.06(a) hereof;

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

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

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

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

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

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

               (viii) Any failure of the subtenant thereunder to comply with the
provisions of said sublease, other than with respect to the payment of rent to
Tenant,

                                      34
<PAGE>

shall not constitute a default thereunder or hereunder if Landlord has consented
to such non-compliance, and

               (ix)   Such sublease shall provide that Tenant's obligations with
respect to vacating the demised premises and removing any changes, alterations,
decorations, additions or improvements made in the subleased premises shall be
limited to those which accrued and related to such of the foregoing as were made
prior to the effective date of the sublease.

          (d)  If pursuant to the exercise of any of Landlord's options under
this Section 11.06, this Lease is terminated as to only a portion of the demised
premises, then the fixed annual rent payable hereunder and the additional rent
payable pursuant to Article 3 hereof shall be adjusted in proportion to the
portion of the demised premises affected by such termination and Landlord, at
Tenant's expense, may make such alterations as may be required or deemed
necessary by Landlord to physically separate such portion from the balance of
the demised premises and to comply with any Legal Requirements relating to such
separation.

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

               (i)  in the case of an assignment, an amount equal to all sums
and other considerations paid to Tenant by the assignee for or by reason of such
assignment (including, but not limited to, sums paid for the sale of Tenant's
fixtures, leasehold improvements, equipment, furniture, furnishings or other
personal property, less, in the case of a sale thereof, the then net unamortized
or undepreciated cost thereof determined on the basis of Tenant's federal income
tax returns); and

               (ii) in the case of a sublease, any rents, additional charges or
other consideration payable under the sublease to Tenant by the subtenant which
is in excess of the fixed annual rent and additional rent accruing during the
term of the sublease in respect of the subleased space (at the rate per square
foot payable by Tenant hereunder) pursuant to the terms hereof (including, but
not limited to, sums paid for the sale or rental of Tenant's fixtures, leasehold
improvements, equipment, furniture or furnishings, other personal property,
less, in the case of the sale thereof, the then net unamortized or undepreciated
cost thereof determined on the basis of Tenant's federal income tax returns)
after subtracting "Tenant's Costs" (as such term is defined in Section 11.06(g)
hereof).

     The sums payable under this Section 11.06(e) shall be paid to Landlord as
and when paid by the assignee or subtenant to Tenant.

          (f)  If Landlord exercises any of its options under this Section
11.06, Landlord shall be free to, and shall have no liability to Tenant if
Landlord shall,

                                      35
<PAGE>

lease the demised premises or any portion thereof with respect to which one of
such options exercised, to Tenant's proposed assignee or subtenant, as the case
may be.

          (g)  As used herein, the term "Tenant's Costs" shall mean the
reasonable brokerage commissions, legal expenses and advertising expenses
incurred by Tenant to third parties in connection with the subletting in
question; and the actual out-of-pocket cost to Tenant of erecting a demising
wall to separate the sublet premises from the balance of the demised premises,
the foregoing cost to be amortized ratably over the term of the sublease in
question.

Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord
of Tenant's Costs within thirty (30) days after the commencement date of the
sublease to which same apply.

                                  ARTICLE 12

                           CERTIFICATE OF OCCUPANCY.

     12.01  Landlord represents that the Certificate of Occupancy for the
Building will permit the use of the demised premises for ordinary office
purposes.

                                  ARTICLE 13

                         ADJACENT EXCAVATION - SHORING

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

                                  ARTICLE 14

                                 CONDEMNATION

     14.01. In the event that the whole of the demised premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use,
this Lease and the term and estate hereby granted shall forthwith cease and
terminate as of the date of vesting of title. In the event that only a part of
the demised premises shall be so condemned or taken, then, effective as of the
date of vesting of title, the fixed annual rent under Article 1 hereof shall be
reduced by

                                      36
<PAGE>

the amounts allocable to the part of the demised premises so taken or condemned.
In the event that only a part of the Building shall be so condemned or taken,
then (a) Landlord (whether or not the demised premises be affected) may, at
Landlord's option, terminate this Lease and the term and estate hereby granted
as of the date of such vesting of title by notifying Tenant in writing of such
termination within 60 days following the date on which Landlord shall have
received notice of vesting of title, provided that Landlord also terminates the
leases of all other tenants on the same floor as the demised premises, or (b) if
such condemnation or taking shall be of a substantial part of the demised
premises (25% or more) or of a substantial part of the means of access thereto,
Tenant may, at Tenant's option, by delivery of notice in writing to Landlord
within 30 days following the date on which Tenant shall have received notice of
vesting of title, terminate this Lease and the term and estate hereby granted as
of the date of vesting of title, or (c) if neither Landlord nor Tenant elects to
terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by
such condemnation or taking, except that the fixed annual rent payable under
Article 1 shall be abated to the extent hereinbefore provided in this Article
14.

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

     14.03. In the event of any condemnation or taking of all or a part of the
Building, Landlord shall be entitled to receive the entire award in the
condemnation proceeding, including any award made for the value of the estate
vested by this Lease in Tenant. Tenant hereby expressly assigns to Landlord any
and all right, title and interest of Tenant now or hereafter arising in or to
any such award or any part thereof, and agrees that it shall not be entitled to
receive any part of such award; provided, however, that Tenant shall be entitled
to make a separate claim for its trade fixtures and moving expenses.

     14.04. In the event of any taking of less than the whole of the Building
which does not result in a termination of this Lease, Landlord, at its expense,
shall proceed with reasonable diligence to repair, alter and restore the
remaining parts of the Building and the demised premises to substantially their
former condition to the extent that the same may be feasible and so as to
constitute a complete and tenantable Building and demised premises.

     14.05. In the event any part of the demised premises be taken to effect
compliance with any law or requirement of public authority other than in the
manner hereinabove provided in this Article 14, then, (i) if such compliance is
the obligation of Tenant under this Lease, Tenant shall not be entitled to any
diminution or abatement of rent or other compensation from Landlord therefor,
but (ii) if such compliance is the obligation of Landlord under this Lease, the
fixed annual rent hereunder shall be reduced in the same manner as is provided
in Section 14.01 according to the reduction in rentable area of the demised
premises resulting from such taking.

                                      37
<PAGE>

     14.06. If the whole or any part of the demised premises shall be taken in
condemnation proceedings or by any right of eminent domain for temporary use or
occupancy, the foregoing provisions of this Article shall not apply and Tenant
shall continue to pay, in the manner and at the times herein specified, the full
amounts of fixed annual rent and all additional rent and other charges payable
by Tenant hereunder, and, except only to the extent that Tenant may be prevented
from so doing pursuant to the terms of the order of the condemning authority,
Tenant shall perform and observe all of the other terms, covenants, conditions
and obligations hereof upon the part of Tenant to be performed and observed, as
though such taking had not occurred. Tenant shall be entitled to receive the
entire amount of the condemnation proceeds (after deducting Landlord's
reasonable costs and expenses, if any, in obtaining same) (the "net proceeds")
made for such temporary taking, whether paid by way of damages, rent or
otherwise, unless such period of temporary use or occupancy shall extend beyond
the termination of this Lease, in which case the net proceeds shall be
apportioned between Landlord and Tenant upon receipt thereof as of the date of
termination of this Lease. Tenant shall, upon expiration of any such period of
temporary use or occupancy during the term of this Lease, restore the demised
premises, as nearly as may be reasonably practicable, to the condition in which
the same were immediately prior to such taking. Any portion of the net
condemnation proceeds received by Tenant as compensation for the cost of
restoration of the demised premises shall, if such period of temporary use or
occupancy shall extend beyond the Term, be paid to Landlord on the date of
termination of this Lease to the extent not theretofore disbursed by Tenant in
connection with restoration of the demised premises.

                                  ARTICLE 15

                      ACCESS TO DEMISED PREMISES; CHANGES

     15.01. Tenant shall permit Landlord to erect, use and maintain pipes,
ducts and conduits in and through the demised premises, provided the same are
installed adjacent to or concealed behind walls and ceilings of the demised
premises. Landlord shall to the extent practicable install such pipes, ducts and
conduits by such methods and at such locations as will not materially interfere
with or impair Tenant's layout or use of the demised premises. Landlord or its
agents or designees shall have the right, but only upon notice to Tenant or any
authorized employee of Tenant at the demised premises, to enter the demised
premises, during business hours, (a) for the making of such repairs or
alterations as Landlord may deem necessary for the Building or which Landlord
shall be required to or shall have the right to make by the provisions of this
Lease or any other lease in the Building and (b) for the purpose of inspecting
them or exhibiting them to existing or prospective assignees, agents or
designees of any such parties. Land, Building or Property or to prospective
assignees, agents or designees of any such parties. Landlord shall be allowed to
take all material into and upon the demised premises that may be required for
the repairs or alterations above mentioned without the same constituting an
actual or constructive eviction of Tenant in whole or in part, and the rent
reserved hereunder shall not abate while said repairs or alterations are being
made by reason of loss or interruption of the business of Tenant because of the
prosecution of any such work. Landlord shall exercise

                                      38
<PAGE>

reasonable diligence so as to minimize the disturbance to Tenant but nothing
contained herein shall be deemed to require Landlord to perform the same on an
overtime or premium pay basis.

     15.02. Landlord reserves the right, without the same constituting an
actual or constructive eviction and without incurring liability to Tenant
therefor, to change the arrangement and/or location of public entrances,
passageways, doors, doorways, corridors, elevators, stairways, toilets and other
public parts of the Building; provided, however, that access to the Building
shall not be cut off and that there shall be no unreasonable obstruction of
access to the demised premises or unreasonable interference with the use or
enjoyment thereof.

     15.03. Landlord may, during the twelve (12) months prior to expiration of
the Term exhibit the demised premises to prospective tenants.

     15.04. If Tenant shall not be personally present to open and permit an
entry into the demised premises at any time when for any reason an entry therein
shall be urgently necessary by reason of fire or emergency, Landlord or
Landlord's agents may forcibly enter the same without rendering Landlord or such
agents liable therefor (if during such entry Landlord or Landlord's agents shall
accord reasonable care to Tenant's property) and without in any manner affecting
the obligations and covenants of this Lease.

                                  ARTICLE 16

                           CONDITIONS OF LIMITATION

     16.01. This Lease and the term and estate hereby granted are subject to
the limitation that whenever Tenant shall make an assignment of the property of
Tenant for the benefit of creditors, or if a petition shall be filed by or
against Tenant under any provisions of the United States Bankruptcy Act or under
the provisions of any other bankruptcy or insolvency law or any law of like
import, or whenever a permanent receiver of Tenant or of or for the property of
Tenant shall be appointed, then, Landlord may, (a) at any time after receipt of
notice of the occurrence of any such event, or (b) if such event occurs without
the acquiescence of Tenant, at any time after the event continues for thirty
(30) days, give Tenant a notice of intention to end the Term of this Lease at
the expiration of 5 days from the date of service of such notice of intention,
and upon the expiration of 5 days period this Lease and the Term and estate
hereby granted, whether or not the Term shall theretofore have commenced, shall
terminate with the same effect as if that day were the Expiration Date, but
Tenant shall remain liable for damages as provided in Article 18.

     16.02. This Lease and the term and estate hereby granted are subject to
the limitation that:

            (a)  whenever Tenant shall fail to pay any installment of fixed
annual rent or any additional rent or any other charge payable by Tenant to
Landlord, on the day the

                                      39
<PAGE>

same is due and payable pursuant to the terms hereof, and such default shall
continue for 5 days after Landlord shall have given Tenant a notice specifying
such default, or

          (b)  whenever Tenant shall do or permit anything to be done, whether
by action or inaction, contrary to any of Tenant's obligations hereunder, and if
such situation shall continue and shall not be remedied by Tenant within 15 days
after Landlord shall have given to Tenant a notice specifying the same, or, in
the case of a happening or default which cannot with due diligence be cured
within a period of 15 days and the continuation of the period required for cure
will not subject Landlord to the risk of criminal liability (as more
particularly described in Article 8 hereof) or termination of any superior lease
or foreclosure of any superior mortgage, if Tenant shall not, (i) within said 15
day period advise Landlord of Tenant's intention to duly institute all steps
necessary to remedy such situation, (ii) duly institute within said 15 day
period, and thereafter diligently and continuously prosecute to completion all
steps necessary to remedy the same and (iii) complete such remedy within such
time after the date of the giving of said notice of Landlord as shall reasonably
be necessary, or

          (c)  whenever any event shall occur or any contingency shall arise
whereby this Lease or the estate hereby granted or the unexpired balance of the
Term hereof would, by operation of law or otherwise, devolve upon or pass to any
person, firm or corporation other than Tenant, except as expressly permitted by
Article 11, or

          (d)  whenever Tenant shall abandon the demised premises (unless as a
result of a casualty), or

          (e)  whenever in case any other lease held by Tenant from Landlord
shall expire and terminate (whether or not the term thereof shall then have
commenced) as a result of the default of Tenant thereunder, or

          (f) whenever Tenant shall default in the due keeping, observing or
performance of any covenant, agreement, provision or condition of Article 5
hereof on the part of Tenant to be kept, observed or performed and if such
default shall continue and shall not be remedied by Tenant within three (3)
business days after Landlord shall have given to Tenant a notice specifying the
same, then in any of said cases set forth in the foregoing Subsections (a), (b),
(c), (d), (e), and (f), Landlord may give to Tenant a notice of intention to end
the Term at the expiration of 3 days from the date of the service of such notice
of intention, and upon the expiration of said 3 days this Lease and the Term and
estate hereby granted, whether or not the Term shall theretofore have commenced,
shall terminate with the same effect as if that day were the Expiration Date,
but Tenant shall remain liable for damages as provided in Article 18.

                                      40
<PAGE>

                                  ARTICLE 17

                       RE-ENTRY BY LANDLORD, INJUNCTION

     17.01.  If Tenant shall fail to pay any installment of fixed annual rent,
or of any additional rent, or any other charge payable by Tenant to Landlord on
the date the same is due and payable, and if such default shall continue for 5
days after Landlord shall have given to Tenant a notice specifying such default,
or if this Lease shall terminate as in Article 16 provided, Landlord or
Landlord's agents and employees may immediately or at any time thereafter re-
enter the demised premises, or any part thereof, either by summary dispossess
proceedings or by any suitable action or proceeding at law, without being liable
to indictment, prosecution or damages therefrom. The word re-enter, as herein
used, is not restricted to its technical legal meaning.

     17.02.  In the event of a breach or threatened breach by Tenant of any of
its obligations under this Lease, Landlord shall also have the right of
injunction. The special remedies to which Landlord may resort hereunder are
cumulative and are not intended to be exclusive of any other remedies or means
of redress to which Landlord may lawfully be entitled at any time and Landlord
may invoke any remedy allowed at law or in equity as if specific remedies were
not provided for herein.

     17.03.  If this Lease shall terminate under the provisions of Article 16,
or if Landlord shall re-enter the demised premises under the provisions of this
Article 17, or in the event of the termination of this Lease, or of re-entry by
or under any summary dispossess or other proceeding or action or any provision
of law by reason of default hereunder on the part of Tenant, then (a) Tenant
shall thereupon pay to Landlord the fixed annual rent and additional rent
payable by Tenant to Landlord up to the time of such termination of this Lease,
or of such recovery of possession of the demised premises by Landlord, as the
case may be, and shall also pay to Landlord damages as provided in Article 18,
and (b) Landlord shall be entitled to retain all moneys, if any, paid by Tenant
to Landlord, whether as advance rent, security or otherwise, but such moneys
shall be credited by Landlord against any fixed annual rent or additional rent
due from Tenant at the time of such termination or re-entry or, at Landlord's
option against any damages payable by Tenant under Articles 16 and 18 or
pursuant to law.

     17.04.  Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant being
evicted or dispossessed for any cause, or in the event of Landlord obtaining
possession of the demised premises, by reason of the violation by Tenant of any
of the covenants and conditions of this Lease or otherwise.

                                      41
<PAGE>

                                  ARTICLE 18

                                    DAMAGES

     18.01. If this Lease is terminated under the provisions of Article 16, or
if Landlord shall re-enter the demised premises under the provisions of Article
17, or in the event of the termination of this Lease, or of re-entry by or under
any summary dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord
as damages, at the election of Landlord, either

            (a)  a sum which at the time of such termination of this Lease or at
the time of any such re-entry by Landlord, as the case may be, represents the
then present value of the excess, if any, of:

                 (1)  the aggregate of the fixed annual rent and the additional
            rent payable hereunder which would have been payable by Tenant
            (conclusively presuming the additional rent to be the same as was
            payable for the year immediately preceding such termination) for the
            period commencing with such earlier termination of this Lease or the
            date of any such re-entry, as the case may be, and ending with the
            Expiration Date, had this Lease not so terminated or had Landlord
            not so re-entered the demised premises, over

                 (2)  the aggregate rental value of the demised premises for the
            same period, or

            (b)  sums equal to the fixed annual rent and the additional rent
payable hereunder which would have been payable by Tenant had this Lease not so
terminated, or had Landlord not so re-entered the demised premises, payable upon
the due dates therefor specified herein following such termination or such re-
entry and until the Expiration Date, provided, however, that if Landlord shall
re-let the demised premises during said period, Landlord shall credit Tenant
with the net rents received by Landlord from such re-letting, such net rents to
be determined by first deducting from the gross rents as and when received by
Landlord from such re-letting, the expenses incurred or paid by Landlord in
terminating this Lease or in re-entering the demised premises and in securing
possession thereof, as well as the expenses of re-letting, including altering
and preparing the demised premises for new tenants, brokers' commissions, legal
fees, and all other expenses properly chargeable against the demised premises
and the rental thereof; it being understood that any such re-letting may be for
a period shorter or longer than the remaining term of this Lease. In no event
shall Tenant be entitled to receive any excess of such net rents over the sums
payable by Tenant to Landlord hereunder for the period of such re-letting, or
shall Tenant be entitled in any suit for the collection of damages pursuant to
this subsection to a credit in respect of any net rents from a re-letting,
except to the extent that such net rents are actually received by Landlord. If
the demised premises or any part thereof should be re-let in combination with
other space, then proper apportionment on a square foot basis shall

                                      42
<PAGE>

be made of the rent received from such re-letting and of the expenses of re-
letting. If the demised premises or any part thereof be re-let by Landlord for
the unexpired portion of the term of this Lease, or any part thereof, before
presentation of proof of such damages to any court, commission or tribunal, the
amount of rent payable pursuant to such re-letting shall, prima facie, be the
fair and reasonable rental value for the demised premises, or part thereof, so
re-let during the term of the re-letting.

     18.02.  Suit or suits for the recovery of such damages, or any installments
thereof, may be brought by Landlord from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit
until the date when the Term would have expired if it had not been so terminated
under the provisions of Article 16, or under any provision of law, or had
Landlord not re-entered the demised premises. Nothing herein contained shall be
construed to limit or preclude recovery by Landlord against Tenant of any sums
or damages to which, in addition to the damages particularly provided above,
Landlord may lawfully be entitled by reason of any default hereunder on the part
of Tenant. Nothing herein contained shall be construed to limit or prejudice the
right of Landlord to prove for and obtain as liquidated damages by reason of the
termination of this Lease or re-entry of the demised premises for the default of
Tenant under this Lease, an amount equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the proceedings in
which, such damages are to be proved whether or not such amount be greater,
equal to, or less than any of the sums referred to in Section 18.01.

                                  ARTICLE 19

                LANDLORD'S RIGHT TO PERFORM TENANTS OBLIGATIONS

     19.01.  If Tenant shall default in the observance or performance of any
term or covenant on Tenant's part to be observed or performed under any of the
terms or provisions of this Lease, (a) Landlord may remedy such default for the
account of Tenant, immediately and without notice in case of emergency, or in
any other case if Tenant shall fail to remedy such default with all reasonable
dispatch after Landlord shall have notified Tenant in writing of such default
and the applicable grace period for curing such default shall have expired; and
(b) if Landlord makes any expenditures or incurs any obligations for the payment
of money in connection with such default including, but not limited to,
reasonable attorneys' fees in instituting, prosecuting or defending any action
or proceeding, such sums paid or obligations incurred, with interest at the
Interest Rate, shall be deemed to be additional rent hereunder and shall be paid
by Tenant to Landlord upon rendition of a bill to Tenant therefor. The
provisions of this Article 19 shall survive the expiration or other termination
of this Lease.

                                       43
<PAGE>

                                  ARTICLE 20

                                QUIET ENJOYMENT

     20.01. Landlord covenants and agrees that subject to the terms and
provisions of this Lease, if, and so long as, Tenant keeps and performs each and
every covenant, agreement, term, provision and condition herein contained on the
part or on behalf of Tenant to be kept or performed, then Tenant may quietly
enjoy the demised premises during the Term without hindrance by Landlord or any
person claiming through or under Landlord subject however, to (i) the
obligations of this Lease, and (ii) the provisions of Article 25 hereof with
respect to Superior Instruments which affect this Lease.

                                  ARTICLE 21

                            SERVICES AND EQUIPMENT

     21.01. So long as Tenant is not in default under any of the covenants of
this Lease beyond the expiration of any applicable grace period, Landlord shall:

            (a)  Provide necessary elevator facilities on business days from
8:00 a.m. to 6:00 p.m. and shall have at least one elevator subject to call at
all other times. At Landlord's option, the elevators shall be operated by
automatic control or by manual control, or by a combination of both of such
methods.

            (b)  Maintain in good repair the air conditioning, heating and
ventilating systems installed by Landlord as part of the base Building systems.
The base Building air conditioning, heating and ventilation systems will
function when seasonably required on business days from 8:00 a.m. to 6:00 p.m.
as more fully described in Schedule C annexed hereto and made a part hereof. The
air conditioning system (as it relates to the demised premises) shall have
separate controls in the demised premises and may be operated by Tenant as
required if the demised premises constitute an entire floor; with respect to
partial floors said controls shall be located in an area on Tenant's floor of
the Building accessible to Tenant. Landlord has informed Tenant that the windows
of the demised premises and the Building are sealed, and that the demised
premises may become uninhabitable and the air therein may become unbreathable
during the hours or days when Landlord is not required pursuant to this
paragraph to furnish heat or ventilation or when Tenant does not operate the
air-conditioning system. Any use or occupancy of the demised premises during
such hours shall be at the sole risk, responsibility and hazard of Tenant, and
Landlord shall have no responsibility or liability therefor. Such condition of
the demised premises shall not constitute nor be deemed to be a breach or a
violation of this Lease or of any provision thereof, nor shall it be deemed an
actual or constructive eviction nor shall Tenant claim or be entitled to claim
any abatement of rent nor make any claim for any damages or compensation by
reason of such condition of the demised premises. Tenant shall cause and keep
entirely unobstructed all the vents, intakes, outlets and

                                       44
<PAGE>

grilles, at all times and shall comply with and observe all regulations and
requirements prescribed by Landlord for the proper functioning of the heating,
ventilating and air-conditioning systems. Nothing contained herein shall be
deemed to require Landlord to furnish at Landlord's expense such electric energy
as is required to operate the air conditioning system serving the demised
premises. Subject to the provisions of Article 4 hereof all such electric energy
shall be furnished to Tenant at Tenant's cost and expense. In the event that
Tenant shall require heating, air conditioning or ventilation after hours,
Tenant shall pay Landlord's customary charges therefor as additional rent. All
tenants requesting after hours heating shall give Landlord reasonable advance
notice of such requirement. All tenants who require after hours air-conditioning
or ventilating shall have the responsibility of operating the air-conditioning
and ventilation systems by use of a separate key which Landlord shall provide.

            (c)  Provide the cleaning and janitorial services described on
Schedule F annexed hereto on business days.

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

            (e)  Landlord will at Tenant's request supply condenser water to any
supplementary air conditioning units installed by Tenant in the demised premises
in accordance with the provisions of this Lease and Tenant agrees to pay
Landlord its customary charges for so providing such condenser water to the
demised premises. In the event Tenant installs supplementary air conditioning
units serving the demised premises, Tenant covenants and agrees, at its sole
cost and expense, to maintain in full force and effect for so long as such air
conditioning unit remains in the Building, a maintenance agreement for the
periodic maintenance of such unit on customary terms with a contractor
reasonably acceptable to Landlord and to furnish a copy of said contract and all
extensions thereof to Landlord within five (5) days after demand.

     21.02. Landlord reserves the right without any liability whatsoever, or
abatement of fixed annual rent, or additional rent, to stop the heating, air
conditioning, elevator, plumbing, electric and other systems when necessary by
reason of accident or emergency or for repairs, alterations, replacements or
improvements, provided that except in case of emergency, Landlord will notify
Tenant in advance, if possible, of any such stoppage and, if ascertainable, its
estimated duration, and will proceed diligently with the work necessary to
resume such service as promptly as possible and in a manner so as to minimize
interference with the Tenant's use and enjoyment of the demised premises, but
Landlord shall not be obligated to employ overtime or premium labor therefor.

                                       45
<PAGE>

     21.03. Tenant shall reimburse Landlord for the cost to Landlord of removal
from the demised premises and the Building of so much of any refuse and rubbish
of Tenant as shall exceed that ordinarily accumulated daily in the routine of
general business office occupancy.

     21.04. Tenant agrees to employ such office maintenance contractor as
Landlord may from time to time designate, for all waxing, polishing, lamp
replacement, cleaning (other than those cleaning services Landlord is obligated
to furnish) and maintenance work in the demised premises, provided that the
quality thereof and the charges therefor are reasonably comparable to that of
other contractors. Tenant shall not employ any other contractor without
Landlord's prior written consent.

     21.05. Landlord will not be required to furnish any other services, except
as otherwise provided in this Lease.

                                  ARTICLE 22

                                  DEFINITIONS

     22.01. The term "Landlord" as used in this Lease means only the owner, or
the mortgagee in possession, for the time being of the Land and Building (or the
owner of a lease of the Building or of the Land and Building), so that in the
event of any transfer of title to said Land and Building or said lease, or in
the event of a lease of the Building, or of the Land and Building, upon
notification to Tenant of such transfer or lease the said transferor landlord
shall be and hereby is entirely freed and relieved of all future covenants,
obligations and liabilities of Landlord hereunder, and it shall be deemed and
construed as a covenant running with the land without further agreement between
the parties or their successors in interest, or between the parties and the
transferee of title to said Land and Building or said lease, or the said lessee
of the Building or of the Land and Building, that the transferee or the lessee,
as applicable, has assumed and agreed to carry out any and all such covenants,
obligations and liabilities of Landlord hereunder.

     22.02. The term "Business Days" or "business days" as used in this Lease
shall exclude Saturdays, Sundays and all days observed as legal holidays and
defined as Public Holidays in the Official Directory of the City of New York as
well as all other days recognized as holidays under applicable union contracts.

     22.03. "Interest Rate" shall mean a rate per annum equal to the lesser of
(a) 2% above the so-called "prime rate" of Republic National Bank, as publicly
announced from time to time or if Republic National Bank shall cease to exist or
cease to announce such rate, any similar rate designated by Landlord which is
publicly announced from time to time by any other bank in the City of New York
having combined capital and surplus in excess of $100,000,000 or (b) the maximum
rate of interest, if any, which Tenant may legally contract to pay.

                                      46
<PAGE>

     22.04. "Legal Requirements" shall mean laws, statutes and ordinances
including building codes and zoning regulations and ordinances and the orders,
rules, regulations, directives and requirements of all federal, state, county,
city and borough departments, bureaus, boards, agencies, offices, commissions
and other subdivisions thereof, or of any official thereof, or of any other
governmental, public or quasi-public authority, whether now or hereafter in
force, which may be applicable to the Land or Building or the demised premises
or any part thereof, or the sidewalks, curbs or areas adjacent thereto
including, without limitation, the Americans with Disabilities Act of 1990,
Public Law 101-336, 42 U.S.C.A. sections12102 et seq. (herein called the
"Disabilities Act"), and all requirements, obligations and conditions of all
instruments of record on the date of this Lease.

                                  ARTICLE 23

                          INVALIDITY OF ANY PROVISION

     23.01. If any term, covenant, condition or provision of this Lease or the
application thereof to any circumstance or to any person, firm or corporation
shall be invalid or unenforceable to any extent, the remaining terms, covenants,
conditions and provisions of this Lease shall not be affected thereby and each
remaining term, covenant, condition and provision of this Lease shall be valid
and shall be enforceable to the fullest extent permitted by law.

                                  ARTICLE 24

                                   BROKERAGE

     24.01. Tenant covenants, represents and warrants that Tenant has had no
dealings or negotiations with any broker or agent other than Insignia/Edward S.
Gordon Company, Inc. (which is representing Landlord) and Newmark & Company Real
Estate, Inc. (which is representing Tenant), in connection with the consummation
of this Lease, and Tenant covenants and agrees to pay, hold harmless and
indemnify Landlord from and against any and all cost, expense (including
reasonable attorneys' fees and court costs), loss and liability for any
compensation, commissions or charges claimed by any broker or agent, other than
the brokers specifically set forth in this Section 24.01, with respect to this
Lease or the negotiation thereof.

                                  ARTICLE 25

                                 SUBORDINATION

     25.01. This Lease is and shall be subject and subordinate to all ground or
underlying leases which may now or hereafter affect the Land or the Building and
to all

                                      47
<PAGE>

mortgages which may now or hereafter affect such leases, the Land or the
Building, and to all renewals, refinancings, modifications, replacements and
extensions thereof (hereinafter called "Superior Instruments"). The provisions
of this Section 25.01 shall be self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, Tenant
shall promptly execute and deliver at its own cost and expense any instrument,
in recordable form if required, that Landlord, the holder of any Superior
Instrument or any of their respective successors in interest may request to
evidence such subordination, and Tenant hereby constitutes and appoints Landlord
or its successors in interest to be Tenant's attorney-in-fact, irrevocably and
coupled with an interest, to execute and deliver any such instrument for and on
behalf of Tenant.

     25.02. In the event of a termination of any ground or underlying lease, or
if the interests of Landlord under this Lease are transferred by reason of, or
assigned in lieu of, foreclosure or other proceedings for enforcement of any
mortgage, or if the holder of any mortgage acquires a lease in substitution
therefor, then Tenant under this Lease will, at the option to be exercised in
writing by the holder of any such Superior Instrument or any purchaser, assignee
or lessee, as the case may be, either (i) attorn to it and will perform for its
benefit all the terms, covenants and conditions of this Lease on Tenant's part
to be performed with the same force and effect as if it were the landlord
originally named in this Lease, or (ii) enter into a new lease with it for the
remaining term of this Lease and otherwise on the same terms and conditions and
with the same options, if any, then remaining. The foregoing provisions of
clause (i) of this Section 25.02 shall enure to the benefit of such holder of a
Superior Instrument, purchaser, assignee or lessee, shall be self-operative upon
the exercise of such option, and no further instrument shall be required to give
effect to such option, and no further instrument shall be required to give
effect to said provisions. Tenant, however, upon demand of any such holder of a
Superior Instrument, purchaser, assignee or lessee agrees to execute, from time
to time, instruments in confirmation of the foregoing provisions of this Section
25.02, satisfactory to any such holder of a Superior Instrument, purchaser,
assignee or lessee, acknowledging such attornment and setting forth the terms
and conditions of its tenancy. Tenant hereby constitutes and appoints Landlord
or its successors in interest to be the Tenant's attorney-in-fact, irrevocably
and coupled with an interest, to execute and deliver such instrument of
attornment, or such new lease, if the Tenant refuses or fails to do so promptly
upon request.

     25.03. Anything herein contained to the contrary notwithstanding, under no
circumstances shall any such holder of a Superior Instrument, purchaser,
assignee or lessee, as the case may be, whether or not it shall have succeeded
to the interests of the landlord under this Lease, be

            (a)  liable for any act, omission or default of any prior landlord;
or

            (b)  subject to any offsets, claims or defenses which the Tenant
might have against any prior landlord; or

                                      48
<PAGE>

          (c)  bound by any rent or additional rent which Tenant might have paid
to any prior landlord for more than one month in advance or for more than three
months in advance where such rent payments are payable at intervals of more than
one month; or

          (d)  bound by any modification, amendment or abridgment of the Lease,
or any cancellation or surrender of the same, made without its prior written
approval;

          (e)  obligated to do or complete any work in the demised premises
pursuant to Article 2 hereof or otherwise be obligated to prepare the demised
premises for occupancy in accordance with the provisions of this Lease.

     25.04. If, in connection with the financing of the Building, the holder of
any mortgage shall request reasonable modifications in this Lease as a condition
of approval thereof, Tenant will not unreasonably withhold, delay or defer
making such modifications provided the same do not (i) increase the fixed annual
rent or additional rents payable by Tenant, (ii) reduce the term hereof or (iii)
extend the term hereof.

                                  ARTICLE 26

                             CERTIFICATE OF TENANT

     26.01. Tenant shall, without charge, at any time and from time to time,
within ten (10) days after request by Landlord or the holder of a Superior
Instrument, as the case may be, execute, acknowledge and deliver to Landlord,
the holder of a Superior Instrument or any other person, firm or corporation
specified by Landlord, a written instrument (an "Estoppel Certificate") in the
form attached hereto as Schedule D or such other form as may be required by the
holder of any Superior Instrument. Prior to taking occupancy of the demised
premises, and as a condition precedent thereto, Tenant shall execute,
acknowledge and deliver such an estoppel certificate to Landlord

     26.02. Tenant agrees that, except for the first month's rent hereunder, it
will pay no rent under this Lease more than thirty (30) days in advance of its
due date, if so restricted by any existing or future Superior Instrument or by
an assignment of this Lease to the holder of such Superior Instrument, and, in
the event of any act or omission by Landlord which would give Tenant the right
to terminate this Lease, Tenant will not exercise such right until Tenant shall
have first given written notice of such act or omission to the holder of any
Superior Instrument who shall have furnished such holder's last address to
Tenant, and until a reasonable period for remedying such act or omission shall
have elapsed following the giving of such notices (which reasonable period shall
in no event be less than the period to which Landlord would be entitled under
this Lease or otherwise, after similar notice, to effect such remedy), during
which time such holder shall have the right, but shall not be obligated, to
remedy or cause to be remedied such act or omission. Tenant further agrees not
to exercise any such right if the holder of any

                                      49
<PAGE>

such Superior Instrument commences to cure such act or omission within a
reasonable time after having received notice thereof and diligently prosecutes
such cure thereafter.

                                  ARTICLE 27

                    LEGAL PROCEEDINGS, WAIVER OF JURY TRIAL

     27.01. Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way in connection with
this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy
of the demised premises, and/or any other claims (except claims for personal
injury or property damage), and any emergency statutory or any other statutory
remedy. It is further mutually agreed that in the event Landlord commences any
summary proceeding for non-payment of rent, Tenant will not interpose and does
hereby waive the right to interpose any counterclaim of whatever nature or
description in any such proceeding except mandatory counter claims. Tenant shall
reimburse Landlord upon demand for all costs and expenses (including attorneys'
fees and disbursements and court costs) incurred by Landlord in connection with
enforcing Tenant's obligations hereunder or in protecting Landlord's rights
hereunder whether incurred in connection with an action or proceeding commenced
by Landlord, by Tenant, by a third party or otherwise. All such amounts shall be
deemed to be additional rent and shall be collectible in the same manner as
provided in Section 1.02 hereof.

                                  ARTICLE 28

                             SURRENDER OF PREMISES

     28.01. Upon the expiration or other termination of the Term, Tenant shall
quit and surrender to Landlord the demised premises, broom clean, in good order
and condition, ordinary wear and tear and damage by fire, the elements or other
casualty excepted, and Tenant shall remove all of its property as herein
provided. Tenant's obligation to observe or perform this covenant shall survive
the expiration or other termination of the Term.

     28.02. If Tenant shall, without the written consent of Landlord, hold over
after the expiration of the Term, and if Landlord shall then not proceed to
remove Tenant from the demised premises in the manner permitted by law, such
tenancy shall be deemed a month-to-month tenancy, which tenancy may be
terminated as provided by applicable law. During such tenancy, Tenant agrees to
(a) pay to Landlord, each month, the greater of the fair market rental value for
the demised premises or the sum of (i) one hundred fifty (150%) percent of the
fixed annual rent and (ii) one hundred (100%) percent of the additional rent
payable by Tenant for the last month of the Term and (b) be bound by all of the
terms, covenants and conditions herein specified.

                                      50
<PAGE>

                                  ARTICLE 29

                             RULES AND REGULATIONS

     29.01. Tenant and Tenant's servants, employees and agents shall observe
faithfully and comply strictly with the Rules and Regulations set forth in
Schedule E attached hereto and made part hereof entitled "Rules and Regulations"
and such other and further reasonable Rules and Regulations as Landlord or
Landlord's agents may from time to time adopt provided, however, that in case of
any conflict or inconsistency between the provisions of this Lease and of any of
the Rules and Regulations as originally or as hereafter adopted, the provisions
of this Lease shall control. Reasonable written notice of any additional Rules
and Regulations shall be given to Tenant.

     Nothing in this Lease contained shall be construed to impose upon Landlord
any duty or obligation to enforce the Rules and Regulations or the terms,
covenants or conditions in any other lease, against any other tenant of the
Building, and Landlord shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.

                                  ARTICLE 30

                            CONSENTS AND APPROVALS

     30.01. Wherever in this Lease Landlord's consent or approval is required,
if Landlord shall delay or refuse such consent or approval, Tenant in no event
shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby
waives any claim, for money damages (nor shall Tenant claim any money damages by
way of set-off, counterclaim or defense) based upon any claim or assertion by
Tenant that Landlord unreasonably withheld or unreasonably delayed its consent
or approval. Tenant's sole remedy shall be an action or proceeding to enforce
any such provision, for specific performance, injunction or declaratory
judgment, and such remedy shall be available only in those cases where Landlord
has expressly agreed in writing not to unreasonably withhold its consent or
where as a matter of law Landlord may not unreasonably withhold its consent.

                                  ARTICLE 31

                                    NOTICES

     31.01. Any notice or demand, consent, approval or disapproval, or
statement (collectively called "Notices") required or permitted to be given by
the terms and provisions of this Lease, or by any law or governmental
regulation, either by Landlord to Tenant or by Tenant to Landlord, shall be in
writing and unless otherwise required by such law or regulation, shall be

                                      51
<PAGE>

sent by either (i) United States mail postage prepaid as registered or certified
mail, return receipt requested, or (ii) nationally recognized overnight courier
(e.g., Federal Express). Any Notice shall be addressed to Landlord or Tenant, as
applicable, at its address set forth on page 1 of this Lease as said address may
be changed from time to time as hereinafter provided. After Tenant shall occupy
the demised premises, the address of Tenant for Notices shall be the Building.
By giving the other party at least ten days prior written notice, either party
may, by Notice given as above provided, designate a different address or
addresses for Notices.

     31.02. Any Notice shall be deemed given (i) three (3) business days after
being deposited in the U.S. mail, as hereinbefore set forth, or (ii) one (1)
business day after being sent by nationally recognized overnight courier.

     31.03. In addition to the foregoing, either Landlord or Tenant may, from
time to time, request in writing that the other party serve a copy of any Notice
on one other person or entity designated in such request, such service to be
effected as provided in Section 31.01 hereof.

                                  ARTICLE 32

                                   NO WAIVER

     32.01. No agreement to accept a surrender of this Lease shall be valid
unless in writing signed by Landlord. No employee of Landlord or of Landlord's
agents shall have any power to accept the keys of the demised premises prior to
the termination of this Lease. The delivery of keys to any employee of Landlord
or of Landlord's agent shall not operate as a termination of this Lease or a
surrender of the demised premises. In the event of Tenant at any time desiring
to have Landlord sublet the premises for Tenant's account, Landlord or
Landlord's agents are authorized to receive said keys for such purpose without
releasing Tenant from any of the obligations under this Lease. The failure of
Landlord to seek redress for violation of, or to insist upon the strict
performance of, any covenant or condition of this Lease or any of the Rules and
Regulations set forth herein, or hereafter adopted by Landlord, shall not
prevent a subsequent act, which would have originally constituted a violation,
from having all the force and effect of an original violation. The receipt by
Landlord of rent with knowledge of the breach of any covenant of this Lease
shall not be deemed a waiver of such breach. The failure of Landlord to enforce
any of the Rules and Regulations set forth herein, or hereafter adopted, against
Tenant and/or any other tenant in the Building shall not be deemed a waiver of
any such Rules and Regulations. No provision of this Lease shall be deemed to
have been waived by Landlord, unless such waiver be in writing signed by
Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly rent herein stipulated shall be deemed to be other than on the
account of the earliest stipulated rent, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment of rent be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such rent or
pursue any other remedy in this Lease provided.

                                      52
<PAGE>

     32.02. This Lease contains the entire agreement between the parties, and
any executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

                                  ARTICLE 33

                                   CAPTIONS

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

                                  ARTICLE 34

                             INABILITY TO PERFORM

     34.01. If, by reason of (1) strike, (2) labor troubles, (3) governmental
pre-emption in connection with a national emergency, (4) any rule, order or
regulation of any governmental agency, (5) conditions of supply or demand which
are affected by war or other national, state or municipal emergency, or any
other cause, (6) fire or other casualty, (7) adjustment of insurance claims, (8)
acts of God, or (9) any other cause beyond Landlord's reasonable control
(collectively hereinafter referred to as "Force Majeure Causes"), Landlord shall
be unable to fulfill its obligations under this Lease or shall be unable to
supply any service which Landlord is obligated to supply, this Lease and
Tenant's obligation to pay rent hereunder shall in no wise be affected, impaired
or excused.

                                  ARTICLE 35

                        NO REPRESENTATIONS BY LANDLORD

     35.01. Landlord or Landlord's agents have made no representations or
promises with respect to the Building or demised premises except as herein
expressly set forth.

                                       53
<PAGE>

                                  ARTICLE 36

                               NAME OF BUILDING

     36.01. The name of the Building shall be Broad Financial Center. Landlord
shall have the full right at any time to name and change the name of the
Building and to change the designated address of the Building. The Building may
be named after any person, firm, or otherwise, whether or not such name is, or
resembles, the name of a tenant of the Building.

                                  ARTICLE 37

                                  ARBITRATION

     37.01. In each case specified in this Lease in which resort to arbitration
shall be required, such arbitration (unless otherwise specifically provided in
other Sections of this Lease) shall be in New York County, New York in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association and the provisions of this Lease. The decision and award of the
arbitrators shall be in writing, shall be final and conclusive on the parties,
and counterpart copies thereof shall be delivered to each of the parties. In
rendering such decision and awards, the arbitrators shall not add to, subtract
from or otherwise modify the provisions of this Lease. Judgment may be had on
the decision and award of the arbitrators so rendered in any court of competent
jurisdiction.

                                  ARTICLE 38

                                   INDEMNITY

     38.01 Subject to the terms of Article 9 hereof relating to waivers of
subrogation Tenant shall indemnify and defend Landlord (including Landlord's
shareholders, officers, directors, partners, join venturers and agents) and save
it harmless from and against any and all liability, damages, costs or expenses,
including attorneys' fees, arising from (i) any act, omission, or negligence of
Tenant or its officers, contractors, licensees, agents, employees, guests,
invitees, or visitors in or about the demised premises or the Building, (ii) any
breach or default under this Lease by Tenant, (iii) or relating to, the
enforcement by Landlord of the provisions of this Lease as against Tenant, or
(iv) any accident, injury, or damage, howsoever and by whomsoever caused, to any
person or property, occurring within the demised premises. This provision shall
not be construed to make Tenant responsible for loss, damage, liability or
expense if (but only to the extent) caused by the negligence of Landlord, or its
officers, contractors, licensees, agents, employees, or invitees, and nothing
contained herein shall be deemed to release Landlord from liability for its
negligence or wilful misconduct.

                                      54
<PAGE>

                                  ARTICLE 39

                             APPROVAL OF MORTGAGEE

     39.01. This Lease is conditioned on Landlord obtaining the approval of
this Lease by the holder of the first mortgage on the Land and Building.

                                  ARTICLE 40

                               SECURITY DEPOSIT

     40.01. Tenant has deposited with Landlord the sum of $55,680.00 as security
for the full and punctual performance by Tenant of all of the terms of this
Lease. Landlord shall hold such security deposit in an interest-bearing account,
to be selected by Landlord, and the interest earned thereon (less an
administrative fee of one (1%) percent per annum of the principal) shall be
returned to Tenant upon Tenant's written request but not more frequently than
annually. In the event Tenant defaults in the performance of any of the terms of
this Lease, Landlord may apply the whole or any part of the security so
deposited to the extent required for the payment of (i) any rent or (ii) any sum
which Landlord may expend or may be required to expend by reason of Tenant's
default including, without limitation, any damages or deficiency in the re-
letting of the demised premises, whether accruing before or after summary
proceedings or other re-entry by Landlord. Upon each such application, Tenant
shall, on demand, pay to Landlord the sum so applied which shall be added to the
security deposit so that the same shall be restored to the amount first set
forth above. The amount of the security deposit, with interest, shall be
returned to Tenant after the termination of this Lease and delivery of exclusive
possession of the demised premises to Landlord. In the event of a sale or lease
of the Building, Landlord shall have the right to transfer the security to the
vendee or lessee and Landlord shall ipso facto be released by Tenant from all
liability for the return of such security; and Tenant agrees to look solely to
the new landlord for the return of said security and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new landlord. Tenant shall not assign or encumber or attempt to
assign or encumber the monies deposited herein as security and neither Landlord
nor its successors or assigns shall be bound by any such assignment,
encumbrance, or attempted assignment or encumbrance.

     40.02. In lieu of the cash security deposit provided for in Section 40.01
hereof, Tenant may at any time during the term hereof deliver to Landlord and
shall thereafter, except as otherwise provided herein, maintain in effect at all
times during the term hereof, an irrevocable letter of credit, in form and
substance reasonably satisfactory to Landlord in the amount of the security
required pursuant to this Article 40 issued by a banking corporation
satisfactory to Landlord and having its principal place of business or its duly
licensed branch or agency in the State of New York. Such letter of credit shall
have an expiration date no earlier than the first anniversary of the date of
issuance thereof and shall be automatically renewed from year to year unless
terminated by the issuer thereof by notice to Landlord given not less than
forty-five (45) days prior to the expiration thereof. Except as otherwise
provided in this Article 40, Tenant shall,

                                      55
<PAGE>

throughout the term of this lease deliver to Landlord, in the event of the
termination of any such letter of credit, replacement letters of credit in lieu
thereof (each such letter of credit and such extensions or replacements thereof,
as the case may be, is hereinafter referred to as a "Security Letter") no later
than forty-five (45) days prior to the expiration date of the preceding Security
Letter. The term of each such Security Letter shall be not less than one (1)
year and shall be automatically renewable from year to year as aforesaid. If
Tenant shall fail to obtain any replacements of a Security Letter within the
time limits set forth in this Section 40.02, Landlord may draw down the full
amount of the existing Security Letter and retain the same as security
hereunder.

     40.03. In the event Tenant defaults in respect of any of the terms,
provisions, covenants and conditions of this lease, beyond any applicable grace
period, including, but not limited to, the payment of fixed annual rent and
additional rent, Landlord may use, apply or retain the whole or any part of the
security so deposited to the extent required for the payment of any fixed annual
rent and additional rent or any other sum as to which Tenant is in default or
for any sum which Landlord may expend or may be required to expend by reason of
Tenant's default in respect of any of the terms, provisions, covenants, and
conditions of this lease, including but not limited to, any damages or
deficiency accrued before or after summary proceedings or other re-entry by
Landlord. To insure that Landlord may utilize the security represented by the
Security Letter in the manner, for the purposes, and to the extent provided in
this Article 40, each Security Letter shall provide that the full amount thereof
may be drawn down by Landlord upon the presentation to the issuing bank of
Landlord's sight draft drawn on the issuing bank.

     40.04. In the event that Tenant defaults in respect of any of the terms,
provisions, covenants and conditions of the lease and Landlord utilizes all or
any part of the security represented by the Security Letter but does not
terminate this Lease as provided in Article 16 hereof, Landlord may, in addition
to exercising its rights as provided in Section 40.03 hereof, retain the
unapplied and unused balance of the principal amount of the Security Letter as
security for the faithful performance and observance by Tenant thereafter of the
terms, provisions, and conditions of this lease, and may use, apply, or retain
the whole or any part of said balance to the extent required for payment of
fixed annual rent, additional rent, or any other sums as to which Tenant is in
default or for any sum which Landlord may expend or be required to expend by
reason of Tenant's default in respect of any of the terms, covenants, and
conditions of this lease. In the event Landlord applies or retains any portion
or all of the security delivered hereunder, Tenant shall forthwith restore the
amount so applied or retained so that at all times the amount deposited shall be
not less than the security required by this Article 40.

     40.05. The security or any balance thereof to which Tenant is entitled
shall be returned or paid over to Tenant reasonably promptly after the date
fixed as the end of this lease and after delivery to Landlord of entire
possession of the Premises. In the event of any sale, transfer or leasing of
Landlord's interest in the Building whether or not in connection with a sale,
transfer or leasing of the Land to a vendee, transferee or lessee, Landlord
shall transfer the unapplied part of the security and the interest thereof, if
any, to which Tenant is entitled, or any interest it may have in the Security
Letter, as the case may be, to the vendee, transferee or lessee

                                       56
<PAGE>

and Landlord shall thereupon be released by Tenant from all liability for the
return or payment thereof, and Tenant shall look solely to the new Landlord for
the return or payment of the same. The provisions of the preceding sentence
shall apply to every subsequent sale, transfer or leasing of the Building, and
any successor of Landlord shall, upon a sale, transfer, leasing or other
cessation of the interest of such successors in the Building whether in whole or
in part, pay over any unapplied part of said security or any interest it may
have in the Security Letter, as the case may be, to any vendee, transferee or
lessee of the Building, and shall thereupon be relieved of any liability with
respect thereto. In the event of a sale of the Building, Landlord shall have the
right to require Tenant to deliver a replacement Security Letter naming the new
Landlord as beneficiary and, if Tenant shall fail to timely deliver the same, to
draw down the existing Security Letter and retain the proceeds as security
hereunder until a replacement Security Letter is delivered. Except in connection
with a permitted assignment of this lease, Tenant shall not assign or encumber
or attempt to assign or encumber the monies deposited herein as security or any
interest thereon to which Tenant is entitled, and neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance. In any event, in the absence of
evidence satisfactory to Landlord of an assignment of the right to receive the
security, or the remaining balance thereof, Landlord may return the security to
the original Tenant regardless of one or more assignments of this lease.

     40.06. Provided and on condition that Tenant shall not then be in default
under any of the terms and conditions of this Lease after notice and the
expiration of any applicable grace period, and further provided that Tenant
shall not, more than once within any 12-month period during the Term hereof,
have paid any payments of fixed annual rent or additional rent more than seven
(7) days after their due date, then in such event, the amount of the security
requirement set forth in Section 40.01 shall be reduced as follows: (x) to
$37,120 as of the first (1st) anniversary of the Rent Commencement Date, and (y)
to $18,560 as of the second (2nd) anniversary of the Rent Commencement Date. If
the security shall be in the form of a Security Letter, then such Security
Letter then in effect may be replaced by Tenant with a Security Letter in the
amount of $37,120 as of the first (1st) anniversary of the Rent Commencement
Date, and $18,560.00 as of the second (2nd) anniversary of the Rent Commencement
Date, in the same form and manner as described heretofore in this Article 40.

                                  ARTICLE 41

                                 MISCELLANEOUS

     41.01. Irrespective of the place of execution or performance, this Lease
shall be governed by and construed in accordance with the laws of the State of
New York.

     41.02. This Lease shall be construed without regard to any presumption or
other rule requiring construction against the party causing this Lease to be
drafted.

                                      57
<PAGE>

     41.03.  Except as otherwise expressly provided in this Lease, each
covenant, agreement, obligation or other provision of this Lease on Tenant's
part to be performed shall be deemed and construed as a separate and independent
covenant of Tenant, not dependent on any other provision of this Lease.

     41.04.  All terms and words used in this Lease, regardless of the number or
gender in which they are used, shall be deemed to include any other number and
any other gender as the context may require.

     41.05.  Time shall be of the essence with respect to the exercise of any
option on the part of Tenant to extend the term of this Lease.

     41.06.  Except as otherwise provided herein whenever payment of interest is
required by the terms hereof it shall be at the Interest Rate.

     41.07.  If the demised premises or any additional space to be included
within the demised premises shall not be available for occupancy by Tenant on
the date hereinbefore designated for the commencement of the term of this Lease
or for the inclusion of such space for any reason whatsoever, then this Lease
shall not be affected thereby but, in such case, said specific date shall be
deemed to be postponed until the date when the demised premises or such
additional space shall be available for occupancy by Tenant, and Tenant shall
not be entitled to possession of the demised premises or such additional space
until the same are available for occupancy by Tenant; provided, however, Tenant
shall have no claim against Landlord, and Landlord shall have no liability to
Tenant by reason of any such postponement of said specific date, and the parties
hereto further agree that any failure to have the demised premises or such
additional space available for occupancy by Tenant on said specific date or on
the Commencement Date shall in no way affect the obligations of Tenant hereunder
nor shall the same be construed in any way to extend the Term. This Section
41.07 shall be deemed to be an express provision to the contrary of Section 223-
a of the Real Property Law of the State of New York and any other law of like
import now or hereafter in force.

     41.08.  In the event that Tenant is in arrears in payment of fixed annual
rent or additional rent hereunder, Tenant waives Tenant's right, if any, to
designate the items against which any payments made by Tenant are to be
credited, and Tenant agrees that Landlord may apply any payments made by Tenant
to any items it sees fit, irrespective of and notwithstanding any designation or
request by Tenant as to the items against which any such payments shall be
credited.

     41.09.  All Schedules referred to in this Lease are hereby incorporated in
this Lease by reference.

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

                                      58
<PAGE>

     41.11.  No remedy or election hereunder shall be deemed exclusive but
shall, whenever possible, be cumulative with all other remedies at law or in
equity.

     41.12.  Under no circumstances shall Tenant record a copy of this Lease or
a memorandum of this Lease without Landlord's prior written consent.

     41.13  It is understood and agreed that this Lease is submitted to Tenant
on the understanding that it shall not be considered an offer and shall not bind
Landlord in any way whatsoever until (i) Tenant has duly executed and delivered
duplicate originals to Landlord, and (ii) Landlord has executed and delivered
one of said fully executed originals to Tenant. This Lease may be executed in
one or more counterparts by some or all of the parties hereto, each of which
counterparts shall be an original and all of which together shall constitute a
single agreement.

     41.14.  With respect to any equipment which Tenant shall be permitted to
install and operate in the demised premises including, without limitation,
supplemental air conditioning equipment, Tenant shall at Tenant's expense,
obtain and maintain all permits, licenses and other authorizations which are
required by Legal Requirements in order to install, maintain and operate such
equipment in the demised premises.

     41.15.  Any expenditure permitted or required to be incurred by Landlord or
Tenant under this Lease, for which such party is entitled hereunder to demand
and does demand reimbursement from the other party, shall be limited to the
commercially reasonable cost of the goods and services involved, shall be
reasonably incurred, and shall be substantiated by documentary evidence
available for inspection and review by the other party or its representative
during normal business hours.

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

                                              FIRST PAC LIMITED, Landlord

                                              By: ______________________________
                                                  Treasurer

                                              By: ______________________________
                                                  SECRETARY
                                              AGORA DIGITAL CORPORATION, Tenant

                                              By: ______________________________
                                                  CFO

                                      59
<PAGE>

STATE OF California      )
                         : ss.:
COUNTY OF San Francisco  )

     On this 4th day of December, 1997, before me personally came Ronald Parks,
             ---                                                  ------------
to me known, who, being duly sworn by me, did depose and say that he resides in
San Rafael, California; that he is the Chief Financial Officer CFO of AGORA
----------------------
DIGITAL CORPORATION, the corporation described in and which executed the above
instrument and that he signed his name thereto by order of the board of
directors of said corporation.


                                              ________________________________
                                              Arnalde Tolentina, Notary Public


     ARNALDO TOLENTINO
     Commission # 1128965
     Notary Public -- California
     San Mateo County
     My Comm. Expires Mar 6, 2001

                                      60
<PAGE>

                                  SCHEDULE A

                                  FLOOR PLAN

                                [CHART OMITTED]
<PAGE>

                                  SCHEDULE B

                              DESCRIPTION OF LAND

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

     BEGINNING at the corner formed by the intersection of the easterly side of
Whitehall Street with the northerly side of Pearl Street; thence northerly along
the easterly side of Whitehall Street 49 feet 5 inches to an angle point; thence
continuing northerly along the easterly side of Whitehall Street 32 feet 7-1/2
inches; thence easterly on a line forming an angle of 92 degrees 25 minutes 00
seconds on its westerly side with the preceding course 5 feet 5 inches; thence
easterly on a line forming an angle of 84 degrees 36 minutes 00 seconds on its
northerly side with the preceding course 36 feet 11 inches; thence northerly on
a line forming an angle of 90 degrees 21 minutes 00 seconds on its westerly side
with the preceding course 31 feet 4-5/8 inches to the southerly side of Bridge
Street; thence easterly along the southerly side of Bridge Street 94 feet 2-5/8
inches; thence southerly on a line forming an angle of 107 degrees 39 minutes 10
seconds on its westerly side with the southerly side of Bridge Street 75 feet 9-
3/4 inches to the northerly side of Pearl Street 93 feet 1/2 inch to an angle
point therein; thence continuing westerly along the northerly side of Pearl
Street 68 feet 2-1/2 inches to the point and place of BEGINNING.

     SAID PREMISES being known as 25-35 Pearl Street, 20-24 Bridge Street, 33
Whitehall Street.

     Together with development rights appurtenant thereto conveyed pursuant to
certain Development Rights Agreement between The New York Clearing House
Building Company ("Clearing") and Broad Financial Center Partners ("BFCP") dated
October 7, 1983 and recorded in the Office of the City Register of New York
County on October 12, 1983, in reel 725, page 929, and a certain Declaration of
Restrictions Agreement between Clearing and BFCP dated October 7, 1983 and
recorded in said Register's Office on October 12, 1983 in reel 725, page 916.

     Together with development rights appurtenant thereto conveyed pursuant to
certain Development Rights Agreement between Clearing, BFCP and 27 Whitehall
Street Group ("Whitehall") dated January 5, 1984 and recorded in said Register's
Office on January 12, 1984 in reel 754, page 1084 and a certain Declaration of
Restrictions Agreement between Clearing, BFCP and Whitehall dated January 5,
1984 and recorded in said Register's Office on January 12, 1984 in reel 754,
page 1110.

                                      B-1
<PAGE>

     Together with all development rights appurtenant thereto as may be acquired
by BFCP from Clearing pursuant to Agreement of Sale between BFCP and Clearing
dated as of May 25, 1984.

     Together with the benefits of that certain Easement Agreement dated as of
October 7, 1983 between Clearing and BFCP and recorded in said Register's Office
in reel 725, page 946.

     Together with the benefits of that certain Easement Agreement between
Whitehall and BFCP dated as of January 5, 1984 between Whitehall and BFCP and
recorded in said Register's Office in reel 754, page 1128.

                                      B-2
<PAGE>

                                  SCHEDULE C

           HEATING, VENTILATING AND AIR-CONDITIONING SPECIFICATIONS

     A year-round air conditioning system provides ventilation, cooling and
morning warm up of tenant space. The perimeter radiation system provides heating
with varying water temperature automatically set by an outside temperature
sensor.

     a)   The system is designed to operate within the requirements of the New
          York State Energy Conservation Code and is capable of maintaining
          inside conditions of approximately 78degree F and 50% relative
          humidity when the summer outside conditions are not more than 91degree
          F dry bulb and 76degree F wet bulb and approximately 70degree F when
          the outside winter temperature is 10degree F.

     b)   The design capabilities of the system are based upon and limited to
          the following conditions:

               (i)   occupancy does not exceed one (1) person for each 100
                     square feet of area.

               (ii)  a total connected electrical load of 4.0 volt/amps per
                     rentable square foot.

               (iii) Proper use of blinds to control sun load.

                                      C-1
<PAGE>

                                  SCHEDULE D

                         FORM OF ESTOPPEL CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.   The undersigned is the Lessee (Tenant) under that certain lease dated
     _______ by and between First Pac Limited as Lessor (Landlord) and
     __________ as Lessee (Tenant), covering those certain premises commonly
     known and designated as ______________ ________ of the building known as
     Broad Financial Center and located at 33 Whitehall Street, New York, New
     York (the "Lease").

2.   The Lease has not been modified, changed, altered or amended in any way
     (except as indicated following this sentence) and is the only Lease or
     agreement between the undersigned and the Lessor affecting said premises.

3.   The undersigned has accepted the premises, the lease term began __________,
     the rent for said premises has been paid to and including _____, 199_. No
     rent has been prepaid for more than one (1) month. The fixed minimum rent
     being paid as above is _____ per month.

4.   To the best of the undersigned's knowledge, the Lease is in full force and
     effect and there are no defaults thereunder, and as of the date hereof, the
     undersigned is entitled to no credit, offset or deduction in rent.

5.   The Lease does not contain and the undersigned does not have any
     outstanding options or rights of first refusal to purchase the premises or
     any part thereof or the real property of which the premises are a part.

6.   No actions, whether voluntary or otherwise, are pending against the
     undersigned under the bankruptcy or insolvency laws of the United States or
     any state thereof.

7.   This certification is made to induce __________ to make a mortgage loan on
     the property located at 33 Whitehall Street, New York, New York, knowing
     that _________ __ relies upon the truth of this certification in making
     such loan.

                                      D-1
<PAGE>

8.   The amount of Security Deposit, if any, deposited with the Landlord
     pursuant to the terms of the Lease is $_______.

Dated this ______ day of
____________________, _____.


                                         TENANT

                                         By: _______________________

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

                                      D-2
<PAGE>

                                  SCHEDULE E

                             RULES AND REGULATIONS

     1.  The rights of tenants in the entrances, corridors, elevators and
escalators of the Building are limited to ingress to and egress from the
tenants' premises for the tenants and their employees, licensees and invitees,
and no tenant shall use, or permit the use of, the entrances, corridors,
escalators or elevators for any other purpose. No tenant shall invite to the
tenant's premises, or permit the visit of, persons in such numbers or under such
conditions as to interfere with the use and enjoyment of any of the plazas,
entrances, corridors, escalators, elevators and other facilities of the Building
by other tenants. Fire exits and stairways are for emergency use only, and they
shall not be used for any other purposes by the tenants, their employees,
licensees or invitees. No tenant shall encumber or obstruct, or permit the
encumbrance or obstruction of any of the sidewalks, plazas, entrances,
corridors, escalators, elevators, fire exits or stairways of the Building. The
Landlord reserves the right to control and operate the public portions of the
Building and the public facilities, as well as facilities furnished for the
common use of the tenants, in such manner as it deems best for the benefit of
the tenants generally.

     2.  The cost of repairing any damage to the public portions of the Building
or the public facilities or to any facilities used in common with other tenants,
caused by a tenant or the employees, licensees or invitees of the tenant, shall
be paid by such tenant.

     3.  The Landlord may refuse admission to the Building outside of ordinary
business hours to any person not known to the watchman in charge or not having a
pass issued by the Landlord or not properly identified, and may require all
persons admitted to or leaving the Building outside of ordinary business hours
to register. Tenant's employees, agents and visitors shall be permitted to enter
and leave the Building whenever appropriate arrangements have been previously
made between the Landlord and the tenant with respect thereto. Each tenant shall
be responsible for all persons for whom such tenant requests such permission and
shall be liable to the Landlord for all acts of such persons. Any person whose
presence in the Building at any time shall, in the judgment of the Landlord, be
prejudicial to the safety, character, reputation and interests of the Building
or its tenants may be denied access to the Building or may be ejected therefrom.
In case of invasion, riot, public excitement or other commotion the Landlord may
prevent all access to the Building during the continuance of the same, by
closing the doors or otherwise, for the safety of the tenants and protection of
property in the Building. The Landlord may require any person leaving the
Building with any package or other object to exhibit a pass from the tenant from
whose premises the package or object is being removed, but the establishment and
enforcement of such requirements shall not impose any responsibility on the
Landlord for the protection of any tenant against the removal of property from
the premises of the tenant. The Landlord shall, in no way, be liable to any
tenant for damages or loss arising

                                      E-1
<PAGE>

from the admission, exclusion or ejection of any person to or from the tenant's
premises or the Building under the provisions of this rule.

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

     5.  No awnings or other projections over or around the windows shall be
installed by any tenant and only such window blinds as are supplied or permitted
by the Landlord shall be used in a tenant's premises.

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

     7.  All entrance doors in each tenant's premises shall be left locked when
the tenant's premises are not in use. Entrance doors shall not be left open at
any time. All windows in each tenant's premises shall be kept closed at all
times and all blinds or drapes therein above the ground floor shall be lowered
or closed when and as reasonably required because of the position of the sun,
during the operation of the Building air conditioning system to cool or
ventilate the tenant's premises Tenant shall not tamper with or adjust
tamperproof or covered thermostats which have been preset by Landlord to control
the operation of the air conditioning system. All such adjustments shall be made
only by Landlord.

     8.  No noise, including the playing of any musical instruments, radio or
television, which, in the judgment of the Landlord, might disturb other tenants
in the Building shall be made or permitted by any tenant and no cooking shall be
done in the Tenant's premises except as expressly approved by the Landlord.
Nothing shall be done or permitted in any tenant's premises, and nothing shall
be brought into or kept in any tenant's premises, which would impair or
interfere with any of the Building services or the proper and economic heating,
cleaning or other servicing of the Building or the premises, or the use or
enjoyment by any other tenant of any other premises, nor shall there be
installed by any tenant any ventilating, air conditioning, electrical or other
equipment of any kind which, in the judgment of the Landlord, might cause any
such impairment or interference. No dangerous, inflammable, combustible or
explosive object or material shall be brought into the Building by any tenant or
with the permission of any tenant.

                                      E-2
<PAGE>

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

     10.  No acids, vapors or other materials shall be discharged or permitted
to be discharged into the waste lines, vents or flues of the Building which may
damage them. The water and wash closets and other plumbing fixtures in or
serving any tenant's premises shall not be used for any purpose other than the
purpose for which they were designed or constructed and no sweepings, rubbish,
rags, acids or other foreign substances shall be deposited therein. All damages
resulting from any misuse of the fixtures shall be borne by the tenant who, or
whose servants, employees, agents, visitors or licensees, shall have caused the
same.

     11.  Tenant shall not display any sign, graphics, notice, picture, or
poster, or any advertising matter whatsoever, anywhere in or about the demised
premises or the Building at places visible from anywhere outside or at the
entrance to the demised premises without first obtaining Landlord's written
consent thereto, such consent to be at Landlord's sole discretion. Any such
consent by Landlord shall be upon the understanding and condition that Tenant
will remove the same at the expiration or sooner termination of this Lease and
Tenant shall repair any damage to the demised premises or the Building caused
thereby.

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

     12.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows in any tenant's premises and no lock on any door therein
shall be changed or altered in any respect. Duplicate keys for a tenant's
premises and toilet rooms shall be procured only from the Landlord, which may
make a reasonable charge therefor. Upon the termination of a tenant's lease, all
keys to the tenant's premises and toilet rooms shall be delivered to the
Landlord.

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

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

                                      E-3
<PAGE>

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

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

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

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

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

     20.  Any cuspidors or similar containers or receptacles used in any
tenant's premises shall be cared for and cleaned by and at the expense of the
tenant.

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

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

     23.  There will be no building directory.

     24.  At Landlord's election, all messenger deliveries shall be made through
the designated messenger entrance on Bridge Street subject to such reasonable
procedures as Landlord may adopt.

                                      E-4
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                                  SCHEDULE F

                            CLEANING SPECIFICATIONS

1.   GENERAL OFFICE AREAS

     A.   Nightly

          1.   All stone, ceramic, tile, marble, terrazzo and other unwaxed
               flooring to be mopped nightly, using approved dust-down
               preparations; wash flooring weekly, scrubbed when necessary.

               All unwaxed flooring used as corridors adjacent to the core shall
               be cleaned and wet mopped nightly.

          2.   All linoleum, vinyl, rubber, asphalt tile and other similar types
               of flooring (that may be waxed) to be swept nightly using
               approved dust-down preparation. Waxing, if any, shall be done at
               tenant's expense.

               Mop up and wash floors for spills, smears and foot tracks
               throughout, including tenant's space, as needed and wash floor in
               general as required.

          3.   All carpeting and rugs to be vacuumed nightly.

          4.   Hand dust with treated cloth and wipe clean all furniture,
               fixtures, and window enclosures nightly.

          5.   Empty and clean all waste receptacles nightly and remove from the
               demised premises wastepaper to designated areas.

          6.   Empty and clean all ash trays and screen all sand urns nightly.

          7.   Dust interior of all waste disposal cans and baskets nightly;
               damp-dust as necessary.

          8.   Wash clean all water fountains and coolers nightly.

          9.   Dust all door and other ventilating louvers within reach; damp
               wipe as necessary.

          10.  Dust all telephones nightly and wash monthly.

                                      F-1
<PAGE>

          11.  Keep locker and slop sink rooms in a neat and orderly condition
               at all times.

          12.  Wipe clean all brass, if necessary; and other bright work
               nightly.

          13.  Sweep, vacuum or wash all private staircases nightly.

          14.  Metal doors of elevator cars to be properly maintained daily.

          15.  Remove all gum and foreign matter on sight.

          16.  Clean all glass furniture tops.

          17.  Collect and remove wastepaper, cardboard boxes (which Contractor
               will flatten) and waste material to a designated area in the
               premises. Waste and/or rubbish (heavy duty plastic) bags shall be
               furnished by Contractor and shall be adequate to hold contents
               without breaking. Owner shall have the right to approve trash
               removal containers and janitorial carts.

          18.  Dust and vacuum closet and coat room shelving, coat racks and
               flooring nightly.

     B.   PERIODIC CLEANING - (To be performed as needed unless otherwise
          specified but not less than once each week or as hereinafter
          provided);

          1.   Vacuum all furniture fabric and drapes not less than once each
               week.

          2.   Wash and remove all finger marks, ink stains, smudges, scuff
               marks and other marks from metal partitions, sills, all vertical
               surfaces (doors, walls, window sills), including elevator doors,
               and other surfaces, as necessary. Clean and sweep any vacant
               areas.

          3.   Dust and clean electric fixtures, all baseboards and other
               fixtures or fittings as necessary, but not less than once each
               quarter.

     C.   HIGH DUSTING

          1.   Do all high dusting every three (3) months, unless otherwise
               specified, including, but not limited to, the following:

               a.   Vacuum and dust all pictures, frames, charts, graphs and
                    similar wall hangings not reached in nightly cleaning. Damp
                    dust as required.

                                      F-2
<PAGE>

               b.   Vacuum and dust all vertical surfaces such as walls,
                    partitions, doors, bucks and ventilating louvers, grills,
                    high moldings, and other surfaces not reached in nightly
                    cleaning.

               c.   Dust all overhead pipes, sprinklers, ventilating and air
                    conditioning louvers, ducts, high moldings and other high
                    areas not reached in nightly cleaning.

               d.   Dust all venetian blinds, with a Masslin treated dust
                    control cloth, every three months. Dust all window frames.

               e.   Dust exterior and interior of lighting fixtures.

               f.   Wash all furniture glass as needed.

               g.   Vacuum and dust ceiling tiles around ventilators and clean
                    and wash air conditioning diffusers as required.

2.   ELEVATOR LOBBY AND PUBLIC CORRIDORS (MULTI-TENANT FLOORS)

     A.   Vacuum floors nightly and machine scrub floors monthly. Wax, buff,
          apply sealer and finishes as required.

     B.   Wipe down all metal surfaces in lobby, and polish as required.

     C.   High dust and wash if necessary all electrical and air conditioning
          ceiling fixtures at least once per month.

     D.   Dust walls nightly and wash as required.

     E.   Clean and dust mail depository in lobby.

     F.   Clean cigarette urns, screen sand and supply sand as necessary.

     G.   Burned out lamps shall be replaced promptly with lamps supplied by
          Contractor.

3.   ELEVATORS

     A.   Clean saddles and frames on floors above lobby once per week and
          vacuum dirt from door tracks nightly.

     B.   Dust elevator doors.

     C.   Clean floors twice daily and polish weekly by machine.

                                      F-3
<PAGE>

4.   LAVATORIES IN BASE BUILDING (TWO (2) MAIN LAVATORIES PER FLOOR)

     A.   Nightly

          1.   Scour, wash and disinfect all toilet seats (both sides), basins,
               bowls, urinals and tile walls near urinals, throughout.

          2.   Sweep and wash all lavatory floors using proper disinfectants.

          3.   Wash and polish all mirrors, powder shelves, bright work and
               enameled surfaces in all lavatories.

               Contractor shall use only non-abrasive material to avoid damage
               and deterioration to chrome fixtures.

          4.   Hand dust and clean, washing where necessary, all partitions,
               dispensers and receptacles in all lavatories and rest rooms.

          5.   Service sanitary napkin dispensers. (Napkins supplied by
               Contractor.)

          6.   Empty paper towel and sanitary napkin disposal receptacles and
               remove paper to designated areas.

          7.   Fill toilet tissue holders nightly. (Tissue to be supplied by
               Contractor.)

          8.   Fill all toilet tissue holders, soap dispensers, towel dispensers
               and sanitary napkin vending dispensers. (Materials to be supplied
               by Contractor as approved by Landlord.)

          9.   Empty and clean sanitary disposal receptacles.

          10.  Clean and wash all receptacles and dispensers.

          11.  Remove finger marks from painted surfaces.

     B.   Periodic

          1.   Clean and wash all partitions once every week.

          2.   Scrub floors as necessary, but not less than once each week.

          3.   Hand dust, clean and wash all tile walls and ceilings including
               washable acoustical tile, once each week, more if necessary.

                                      F-4
<PAGE>

          4.   High dusting shall be done once each month which will include
               lights, walls and grills.

          5.   Wash all lighting fixtures as necessary.

                                      F-5
<PAGE>

                                   SCHEDULE G

                                LANDLORD'S WORK

                                [CHART OMITTED]