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                                                                  EXECUTION COPY
                                                                   EXHIBIT 10.34
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                            475 PARK AVENUE SO. CO.,

                                                Landlord



                               SNOWBALL.COM, INC.

                                                Tenant


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

                                     LEASE

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





Premises:  475 Park Avenue South
           Entire 4th Floor
           New York, New York 10022

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<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE                                                                       PAGE
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<C>           <S>                                                             <C>
              1.  Premises................................................      1
              2.  Commencement of Term....................................      1
              3.  Rent....................................................      2
              4.  Use.....................................................      4
              5.  Alterations, Fixtures...................................      5
              6.  Repairs.................................................      7
              7.  Floor Load; Noise.......................................      8
              8.  Laws, Ordinances, Requirements of Public Authorities....      8
              9.  Insurance...............................................      9
             10.  Damage by Fire or Other Cause...........................     11
             11.  Assignment, Subletting, Mortgaging......................     12
             12.  No Liability of Landlord and indemnity of Tenant........     20
             13.  Moving of Heavy Equipment...............................     21
             14.  Condemnation............................................     21
             15.  Entry, Right to Charge Public Portions of the Building..     22
             16.  Conditional Limitations, Etc. ..........................     23
             17.  Mechanic's Liens........................................     28
             18.  Landlord's Right to Perform Obligations.................     29
             19.  Covenant of Quiet Enjoyment.............................     29
             20.  Excavation..............................................     29
             21.  Services and Equipment..................................     30
             22.  Escalation..............................................     31
             23.  Electric Inclusion......................................     37
             24.  Broker..................................................     39
             25.  Subordination and Ground Lease..........................     40
             26.  Estoppel Certificate....................................     43
             27.  Waiver of Jury..........................................     43
             28.  Surrender of Premises...................................     44
             29.  Rules and Regulations...................................     44
             30.  Successors and Assigns and Definitions..................     45
             31.  Notices.................................................     46
             32.  No Waiver; Entire Agreement.............................     46
             33.  Captions................................................     48
             34.  Inability to Perform....................................     48
             35.  No Representations by Landlord..........................     48
             36.  Rent Control............................................     49
             37.  Late Payment Charges....................................     49
             38.  Security Deposit........................................     50
             39.  Additional Space........................................     52
             40.  Arbitration.............................................     55
             41.  Landlord's Contribution.................................     56
             42.  Supplemental Air Conditioning...........................     57
                  Testimony and Signatures................................     58
                  ACKNOWLEDGMENT..........................................     59
                  SCHEDULE A   Floor Plan.................................     60
                  SCHEDULE B   Description of the Land....................     61
                  SCHEDULE C   Rules and Regulations......................     66
                  SCHEDULE D   Cleaning Specifications....................     68
                  SCHEDULE E   Definitions................................     68
</TABLE>
                                       i
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          INDENTURE OF LEASE ("Lease") made this 1st day of March, 2000, between
475 PARK AVENUE SO. CO., a New York partnership, having an office at 750
Lexington Avenue, New York, New York 10022 ("Landlord") and SNOWBALL.COM, INC.,
a California corporation, having an office at 250 Executive Park Blvd., Suite
4000, San Francisco, California ("Tenant").


                                  WITNESSETH:


                                   ARTICLE 1

                                   Premises

          Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
the following space ("Demised Premises"): the entire 4th Floor, as shown on the
floor plan (Schedule A) attached hereto, in the office building known as and by
the street number 475 Park Avenue South, in the Borough of Manhattan, City and
State of New York ("Building"), upon and subject to the terms, covenants and
conditions hereafter set forth.

          TO HAVE AND TO HOLD the Demised Premises unto Tenant for a term
commencing on the date hereof (the "Commencement Date") (as defined in Article 2
hereof) and ending on a date (the "Expiration Date") which shall be ten (10)
years and six (6) months after the Commencement Date, plus the number of days
required, if any, to have such term expire on the last day of the calendar
month, or on such earlier date upon which said term may expire or terminate
pursuant to any of the conditions or covenants of this lease or pursuant to law.

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


                                   ARTICLE 2

                             Commencement of Term

          Section 2.01.   The term of this Lease and the payment of minimum rent
hereunder shall commence on the Commencement Date, and Landlord shall deliver
possession of the Demised Premises on the Commencement Date.

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

Commencement Date in their present "As Is" condition, except for latent defects
provided notice of such defects is given to Landlord within one (1) year from
the Commencement Date. Landlord shall not be required to do any work therein in
order to make the same suitable for the conduct of Tenant's business.

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

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


                                   ARTICLE 3

                                     Rent

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

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

                    (i)      $624,000.00 per annum (or $52,000.00 per month) for
          the first five (5) years following the Commencement Date, provided
          that if the Commencement Date is other than the first day of the
          month, then the minimum rent for the month in which the Commencement
          Date occurs shall be prorated; and

                    (ii)     $688,000.00 per annum (or $57,333.33 per month) for
          the last five (5) years and six (6) months following the Commencement
          Date; and

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

                                       2
<PAGE>

          Section 3.02.   Notwithstanding the provisions of Section 3.01 hereof,
and provided Tenant is not then in default hereunder after any applicable notice
and expiration of any applicable cure period, Tenant shall be entitled to an
abatement of part of the minimum rent only in the amount of $48,000 for the 1st,
2nd, 3rd, 16th, 17th and 18th months following the Commencement Date, provided
that the balance of minimum rent of $4,000.00 for each of said months shall be
due and payable. Tenant acknowledges that the consideration for the aforesaid
abatement of minimum rent is Tenant's agreement to perform all of the monetary
terms, covenants and conditions of this Lease on its part to be performed.
Therefore, if Tenant shall be in default under any of the terms, covenants and
conditions at any time during the term hereof and this lease shall thereupon be
terminated, the aggregate amount of all minimum rent that was abated shall
immediately thereafter become due and payable by Tenant to Landlord. In the
event of Tenant's failure to pay such aggregate amount to Landlord, Landlord
shall be entitled to the same rights and remedies as in the event of tenant's
default in the payment of minimum rent. Tenant shall be required to pay
additional rent and all other sums from and after the Commencement Date.

          Section 3.03.   The minimum rent shall be payable in equal monthly
installments in advance on the first day of each and every month during the term
of this Lease, except that the amount of $52,000.00 shall be paid upon the
execution of this Lease and be applied to the payment of minimum rent for the
fourth (4th) month of the term following the Commencement Date.

          Section 3.04.   Tenant shall pay the minimum rent and additional rent
in lawful money of the United States which shall be legal tender for the payment
of all debts, public and private, at the time of payment.

          Landlord and Tenant agree that Tenant shall pay minimum rent,
additional rent and other amounts now due or hereafter to become due to the
Landlord or its agent as provided for in this Lease, (as and when due) directly
to the following lock-box account:

                          475 Park Avenue So. Co.
                          PO Box 41037
                          Newark, New Jersey 07101-8007

All rent checks shall be made payable to 475 Park Avenue So. Co.

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

                                       3
<PAGE>

                                   ARTICLE 4

                                      Use

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

          Section 4.02.   Notwithstanding the provisions of Section 4.01, Tenant
shall not use or allow the use of the Demised Premises or any part thereof (1)
for the cooking and/or sale of food; (2) for storage for sale of any alcoholic
beverage in the Demised Premises; (3) for the sale of any product or material
from the Demised Premises to the general public; (4) for manufacturing or
printing purposes; (5) for the conduct of a school or training facility or
similar type of business which results in the presence of the general public in
the Demised Premises; (6) for the conduct of the business of an employment
agency or personnel agency; (7) for the conduct of any public auction or public
exhibition; (8) for occupancy by a foreign, United States, state, municipal or
other governmental or quasi-governmental body, agency or department or any
authority or other entity which is affiliated therewith or controlled thereby
and which has diplomatic or sovereign immunity or the like with respect to a
commercial lease; (9) for messenger or delivery service (excluding Tenant's own
employees or outside services); (10) as a public stenographer or typist; (11) as
a telephone or telegraph agency; (12) as a company engaged in the business of
renting office(s) or desk space in the Demised Premises; (13) as medical offices
or a laboratory; (14) as a travel agency; (15) as a dating service; (16) as a
restaurant; (17) as a night club, discotheque, arcade or like kind
establishments; (18) as a public or quasi-public health facility, radiation
treatment facility, methadone clinic or other drug related clinic, abortion
clinic, or for any practice conducted in or through the format of a clinic; (19)
as a pawn shop; (20) as an off-track betting parlor; (21) as a homeless shelter,
soup kitchen or similar use; (22) for the sale or display or pornographic
products or services; (23) for the use or storage of flammable liquids or
chemicals (unless incidental to a permitted use); (24) as a funeral parlor; (25)
for the sale or grooming of pets; or (26) for any form of spiritualist services,
such a fortune telling or reading.

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

          Section 4.04.   Tenant shall not at any time use or occupy, or suffer
or permit anyone to use or occupy, the Demised Premises, or do or permit
anything to be done in the Demised Premises, in violation of the Certificate of
Occupancy for the Demised Premises or for the Building, and will not permit or
cause any act to be done or any

                                       4
<PAGE>

condition to exist on the Demised Premises which may be dangerous unless
safeguarded as required by law, or which in law constitutes a nuisance, public
or private, or which may make void or voidable any insurance then in force
covering the Building and building equipment.


                                   ARTICLE 5

                             Alterations, Fixtures

          Section 5.01.   Tenant without Landlord's prior consent shall make no
alterations, installations, additions, or improvements in or to the Demised
Premises ("work"), including, but not limited to a water cooler, an air
conditioning or cooling system, or any unit or part thereof or other apparatus
of like or other nature, paneling, partitions, railings, mezzanine floors,
galleries and the like. Notwithstanding the foregoing, Tenant may make, without
Landlord's consent but subject to Landlord's approval of contractors, non-
structural interior changes and improvements, provided such changes and
improvements do not adversely affect the structural integrity of the Building or
the Building systems, do not adversely affect other tenants, do not violate the
provisions of any mortgage covering the Building, do not violate any
Governmental Requirements relating to the Demised Premises, do not cost more
than $75,000 in the aggregate during any twelve (12) month period, and Tenant
has given Landlord at least ten (10) days prior notice of such changes. If any
contractor, other than Landlord, shall perform work, such contractor shall first
be approved by Landlord, and as a condition of such approval, Tenant shall pay
to Landlord ten (10%) percent of the cost of such work for supervision,
coordination and other expenses incurred by Landlord in connection therewith.
However, such (10%) percent charge shall not be applicable to Tenant's initial
work in the Demised Premises. Tenant acknowledges that the ICIP Program (as
hereinafter defined) may impose requirements with respect to the hiring and
training practices, among other matters, of contractors and subcontractors
engaged to perform certain work in the Building for Tenant (collectively, herein
called "Tenant's Contractors"). Tenant shall use Tenant's Contractors (subject
to Landlord's approval) that qualify under the applicable requirements of the
ICIP Program for the performance of Tenant's initial work and any subsequent
alterations to the Demised Premises and Tenant will require Tenant's Contractors
to comply with the provisions of the ICIP Program. If Landlord is notified of
any violation of the ICIP Program by Tenant's Contractors, Landlord shall
promptly advise Tenant, and Tenant shall take all necessary actions to cure such
violations. Workers' compensation and public liability insurance and property
damage insurance, all in amounts and with companies and/or forms reasonably
satisfactory to Landlord, shall be provided and at all times maintained by
Tenant's contractors engaged in the performance of the work, and before
proceeding with the work certificates of such insurance shall be furnished to
Landlord. If consented to by Landlord, all such work shall be done at Tenant's
sole expense and at such times and in such manner as Landlord may from time to
time designate and in full compliance with all governmental authorities having
jurisdiction thereover. Upon completion of the work, Tenant shall deliver to
Landlord full scale "as built" plans for the same. All work affixed to the
realty or if not so affixed but for which

                                       5
<PAGE>

Tenant shall have received a credit (other than Tenant's trade fixtures), shall
become the property of Landlord and shall remain upon, and be surrendered with,
the Demised Premises as a part thereof at the end of the term, without allowance
to Tenant or charge to Landlord, unless Landlord with respect to work which is
not standard office installation and which is unusually difficult and costly to
remove, elects otherwise on notice to Tenant given at the time that Landlord has
consented to the work. If Landlord shall elect otherwise, then all such work or
such portion thereof as Landlord shall elect shall be removed by Tenant and
Tenant shall restore the Demised Premises to its original condition, at Tenant's
expense. Notwithstanding the foregoing, Tenant shall not be required to remove
its initial work in the Demised Premises. If any Building facilities or
services, including but not limited to air-conditioning and ventilating
equipment installed by Landlord and adversely affected or damaged by reason of
work by Tenant, Tenant, at its expense, shall repair such damage and shall
correct the work so as to prevent any further damage or adverse affect on such
facilities or services.

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

               (a)  Plans and specifications for the work. If Landlord fails to
   respond to Tenant's request for Landlord's consent to such plans within ten
   (10) business days following its receipt thereof with all required
   information, the same shall be deemed approved.

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

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

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

               (e)  Except with respect to Tenant's initial work in the Demised
   Premises or thereafter with respect to work costing less than $75,000 a bond
   or other security satisfactory to Landlord in the amount of one hundred ten
   (110%) percent of the cost of the work to insure completion of the work.

          Section 5.03.   Where furnished by or at the expense of Tenant (except
the replacement of an item theretofore furnished and paid for by Landlord or for
which Tenant has received a credit), all movable property, furniture,
furnishings and trade fixtures ("personalty") other than those affixed to the
realty shall remain the property of and shall

                                       6
<PAGE>

be removed by Tenant on or prior to any termination or expiration of this Lease,
and, in the case of damage by reason of such removal, Tenant, at Tenant's
expense, promptly shall repair the damage. If Tenant does not remove any such
personalty, Landlord, at its election, (a) may cause the personalty to be
removed and placed in storage at Tenant's expense or (b) may treat the
personalty as abandoned and may dispose of the personalty as it sees fit without
accounting to Tenant for any proceeds realized upon such disposal.

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


                                   ARTICLE 6

                                    Repairs

          Section 6.01.   Tenant shall take good care of the Demised Premises
and the fixtures and appurtenances therein and of all portions of the HVAC,
mechanical, plumbing and electrical systems within and exclusively serving the
Demised Premises, and at its sole cost and expense make all repairs thereto as
and when needed to preserve them in good working order and condition. Subject to
the provisions of Section 9.04, II damage or injury to the Demised Premises or
the Building or to any building equipment caused by Tenant moving property in or
out of the Building or by installation or removal of personalty or resulting
from negligence or conduct of Tenant, its employees, agents, contractors,
customers, invitees and visitors, shall be repaired, promptly by Tenant at
Tenant's expense, and whether or not involving structural changes or
alterations, to the satisfaction of Landlord. All repairs shall include
replacements or substitutions where necessary and shall be at least equal to the
quality, class and value of the property repaired, replaced or substituted and
shall be done in a good and workmanlike manner.

          Section 6.02.   Landlord shall, at Landlord's sole expense, perform
all maintenance, repairs and replacements, structural and otherwise, to the
exterior and public portions of the Building and the Building systems, unless
Tenant is required to make them under the provisions of Section 6.01, or unless
required as a result of the performance or existence of alterations performed by
Tenant or on its behalf, in which event Tenant, at its

                                       7
<PAGE>

expense, shall perform such maintenance, repairs or replacement. Landlord shall
have no liability to Tenant by reason of any inconvenience, annoyance,
interruption or injury to business arising from Landlord's making any repairs or
changes which Landlord is required or permitted by this Lease, or required by
law, to make in or to any portion of the Building or the Demised Premises, or in
or to the fixtures, equipment or appurtenances of the Building or the Demised
Premises. However, Landlord shall use reasonable efforts to make such repairs or
changes in a manner to minimize its interference with the normal conduct of
Tenant's business in the Demised Premises, provided Landlord shall not be
required to employ overtime or premium labor.

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

                                   ARTICLE 7

                               Floor Load; Noise

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

          Section 7.02.   Business machines and mechanical equipment belonging
to Tenant which cause noise, vibration or any other nuisance that may be
transmitted to the structure or other portions of the Building or to the Demised
Premises, to such a degree as to be objectionable to Landlord or which interfere
with the use or enjoyment by other tenants of their premises or the public
portions of the Building, shall be placed and maintained by Tenant, at Tenant's
expense, in settings of cork, rubber or spring type vibration eliminators
sufficient to eliminate such objectionable or interfering noise or vibration.

                                   ARTICLE 8

             Laws, Ordinances, Requirements of Public Authorities

          Section 8.01.

               (a)  Tenant, at its expense, shall comply with all laws, orders,
     ordinances, rules and regulations and directions of Federal, State, County
     and Municipal authorities and departments thereof having jurisdiction over
     the Demised Premises and the Building, including without limitation the

                                       8
<PAGE>

     Americans With Disabilities Act ("Governmental Requirements") referable to
     Tenant or the Demised Premises, arising by reason of (i) Tenant's
     occupancy, use or manner of use of the Demised Premises, or any
     installations made therein by or at Tenant's request, or (ii) any default
     by Tenant under this Lease.

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

          Section 8.02.   If Tenant receives written notice of any violation of
any Governmental Requirements applicable to the Demised Premises, it shall give
prompt written notice thereof to Landlord.

          Section 8.03.   Tenant will not clean, nor allow any window in the
Demised Premises to be cleaned, from the outside in violation of Section 202 of
the Labor Law or the rules of the Board of Standards and Appeals or of any other
board or body having or asserting jurisdiction.

          Section 8.04.   Landlord represents that on the Commencement Date the
Demised Premises will be in compliance with Governmental Requirements (as
hereinbefore defined) including the Americans With Disabilities Act and
including available hookup by Tenant to the Building's fire protection system.

                                   ARTICLE 9

                                   Insurance

          Section 9.01.   Tenant shall not do or permit to be done any act or
thing in or upon the Demised Premises which will invalidate or be in conflict
with the Certificate of Occupancy for the Building or the terms of the insurance
policies covering the Building and the property and equipment therein; and
Tenant, at its expense, shall comply with all rules, orders, regulations and
requirements of the New York Board of Fire Underwriters or any other similar
body having jurisdiction, and of the insurance carriers, and shall not knowingly
do or permit anything to be done in or upon the Demised Premises in a manner
which increases the rate of insurance for the Building or any property or
equipment therein over the rate in effect on the Commencement Date.

          Section 9.02.   If, by reason of Tenant's failure to comply with the
provisions of Section 9.01 or any of the other provisions of this Lease, the
rate of insurance for the Building or the property and equipment of Landlord
shall be higher than on the

                                       9
<PAGE>

Commencement Date, Tenant shall pay to Landlord any additional or increased
insurance premiums to the extent resulting therefrom thereafter paid by
Landlord, and Tenant shall make such payment forthwith on demand of Landlord. In
any action or proceeding wherein Landlord and Tenant are parties, a schedule or
"make up" of any insurance rate for the Building or Demised Premises issued by
the New York Fire Insurance Exchange, or other body establishing fire insurance
rates for the Building, shall be conclusive evidence of the facts therein stated
and of the several items and charges in the insurance rates then applicable to
the Building or Demised Premises.

          Section 9.03.

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

                    (i)      A commercial policy of liability insurance
            protecting and indemnifying Landlord, Tenant and Overlandlord (as
            defined in Article 25) against claims for personal injury, death or
            property damage occurring upon, in or about the Demised Premises,
            and the public portions of the Building used by Tenant, its
            employees, agents, contractors, customers, invitees, and visitors,
            including, without limitation, personal injury, death or property
            damage resulting from any work performed by or on behalf of Tenant,
            with coverage of not less than an aggregate of $5,000,000.00
            combined single limit for personal injury, death and property damage
            arising out of one occurrence or accident.

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

               (b)  All such insurance shall (i) be effected under valid and
       enforceable policies, (ii) be issued by insurers of recognized
       responsibility authorized to do business in the State of New York and
       (iii) contain a provision whereby the insurer agrees not to cancel the
       insurance without at least thirty (30) days' prior written notice to
       Landlord.

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

                                       10
<PAGE>

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

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


                                  ARTICLE 10

                         Damage by Fire or Other Cause

          Section 10.01.  If the Demised Premises or the Building shall be
damaged by fire (or other hazards included in extended coverage endorsements to
fire insurance policies covering property in the City of New York), the damage
shall be repaired by and at the expense of Landlord and the minimum rent and
additional rent as provided in Article 22 until such repairs shall be made,
shall be apportioned according to the part of the Demised Premises which is
usable by Tenant. Landlord shall have no responsibility to repair any damage to
tenant's work (as referred to in Section 5.01), the same being the
responsibility of Tenant. No penalty shall accrue for delays which may arise by
reason of adjustment of insurance by Landlord, unavoidable delays (as
hereinafter defined), or any other cause beyond Landlord's reasonable control.
Tenant shall give immediate notice to Landlord in case of fire or other damage
to the Demised Premises of which Tenant has knowledge. If the Demised Premises
are totally or substantially damaged or are rendered wholly or substantially
untenantable by fire or any such other casualty and if Landlord decides not to
restore or rebuild the same, or if the Building shall be so damaged that
Landlord shall decide to demolish it or to rebuild it (whether or not the
Demised Premises

                                       11
<PAGE>

shall have been damaged), Landlord at its election may, within ninety (90) days
after such fire or other casualty, notify Tenant of such decision, and thereupon
the term of this Lease shall expire by lapse of time upon the third (3rd) day
after such notice is given, and Tenant shall vacate and surrender the Demised
Premises to Landlord. Tenant hereby waives the provisions of Section 227 of the
Real Property Law, and the provisions of this Article shall govern and control
in lieu thereof. Notwithstanding the foregoing provisions of this Section 10.01,
within sixty (60) days after such casualty, Landlord shall provide Tenant with
an estimate as to the time reasonably required to repair such damage. If such
period exceeds six (6) months from the date of such casualty, either party may
elect to terminate this Lease by notice to the other party not later than ten
(10) days following its receipt of such estimate, and thereupon the term of this
Lease shall expire on the thirtieth (30th) day after such notice is given, and
Tenant shall vacate and surrender the Demised Premises to Landlord. If the time
period set forth in said estimate exceeds six (6) months and this Lease has not
been terminated and if the Landlord does not substantially complete such repairs
within the time period set forth in such estimate, then Tenant may elect to
terminate this Lease by notice to Landlord within ten (10) days following the
expiration of such time period, and thereupon the term of this Lease shall
expire on the thirtieth (30th) day after such notice is given, and Tenant shall
vacate and surrender the Demised Premises to Landlord, unless within such thirty
(30) day period, Landlord substantially completes such restoration or rebuilding
in which event this Lease shall remain in full force and effect.

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

                                  ARTICLE 11

                      Assignment, Subletting, Mortgaging

          Section 11.01.  Tenant will not, by operation of law or otherwise,
assign, mortgage or encumber this Lease or sublet or permit the Demised Premises
or any part thereof to be used by others, without Landlord's prior written
consent in each instance. If this Lease be assigned, or if the Demised Premises
or any part thereof be underlet or occupied by anybody other than Tenant,
Landlord may, after default by Tenant, collect rent from the assignee,
undertenant or occupant, and apply the net amount collected to the rent herein
reserved, but no assignment, underletting, occupancy or collection shall be
deemed a waiver of the provisions hereof, the acceptance of the assignee,
undertenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant herein contained. The
consent by Landlord to any assignment, subletting, mortgage or encumbrance shall
not in any manner be construed to relieve Tenant from obtaining Landlord's
express written consent to any other or further assignment, subletting, mortgage
or encumbrance. In no event shall any permitted

                                12
<PAGE>

sublessee assign or encumber its sublease or further sublet all or any portion
of its sublet space, or otherwise suffer or permit the sublet space or any part
thereof to be used or occupied by others, without Landlord's prior written
consent in each instance.

          Section 11.02.  If Tenant shall at anytime or times during the term
of this Lease desire to assign this Lease or sublet all or part of the Demised
Premises, Tenant shall give written notice thereof to Landlord, which notice
shall be accompanied by (a) a conformed or photostatic copy of the proposed
assignment or sublease, the effective or commencement date, which shall be not
less than twenty (20) nor more than one hundred and twenty (120) days after the
giving of such notice, (b) a statement setting forth in reasonable detail the
identity of the proposed assignee or subtenant, the nature of its business and
its proposed use of the Demised Premises, and (c) current financial information
with respect to the proposed assignee or subtenant, including, without
limitation, its most recent financial report. Such notice shall be deemed an
offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at
its option, (i) sublease such space (hereinafter called the "Leaseback Space")
from Tenant upon the terms and conditions hereinafter set forth (if the proposed
transaction is a sublease of all or part of the Demised Premises), (ii)
terminate this Lease if the proposed transaction is an assignment or a sublease
(whether by one sublease or a series of related or unrelated subleases) of all
or substantially all of the Demised Premises, or (iii) terminate this Lease with
respect to the Leaseback Space (if the proposed transaction is a sublease of
part of the Demised Premises). Said options may be exercised by Landlord by
written notice to Tenant at any time within twenty (20) days after such notice
has been given by Tenant to Landlord; and during such twenty (20) day period
Tenant shall not assign this lease nor sublet such space to any person.

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

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

                                       13
<PAGE>

          Section 11.05.  If Landlord exercises its option to sublet the
Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall
be at the lower of (i) the rental rate per rentable square foot of minimum rent
and additional rent then payable pursuant to this Lease or (ii) the rentals set
forth in the proposed sublease, and shall be for the same term as that of the
proposed subletting, and such sublease:

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

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

               (c)  Such sublease shall give the sublessee the unqualified and
     unrestricted right, without Tenant's permission, to assign such sublease or
     any interest therein and/or to sublet the Leaseback Space or any part or
     parts of the Leaseback Space and to make any and all changes, alterations,
     and improvements in the space covered by such sublease at no cost or
     liability to Tenant and if the proposed sublease will result in all or
     substantially all of the Demised Premises being sublet, grant Landlord or
     its designee the option to extend the term of such sublease for the balance
     of the term of this Lease less one (1) day;

               (d)  Such sublease shall provide that any assignee or further
     subtenant, of Landlord or its designee, may, at the election of Landlord,
     be permitted to make alterations, decorations and installations in the
     Leaseback Space or any part thereof and shall also provide in substance
     that any such alterations, decorations and installations in the Leaseback
     Space therein made by any assignee or subtenant of Landlord or its designee
     may be removed, in whole or in part, by such assignee or subtenant, at its
     option, prior to or upon the expiration or other termination of such
     sublease provided that such assignee or subtenant, at its expense, shall
     repair any damage and injury to that portion of the Leaseback Space so
     sublet caused by such removal, and provided further that Tenant shall not
     be required to restore the Leaseback Space to its condition existing prior
     to such sublease; and

               (e)  Such sublease shall also provide that (i) the parties to
     such sublease expressly negate any intention that any estate created under
     such sublease be merged with any other estate held by either of said
     parties, (ii) any assignment or subletting by Landlord or its designee (as
     the subtenant) may be for any purpose or purposes that Landlord, in
     Landlord's uncontrolled discretion, shall deem suitable or appropriate,
     (iii) Tenant, at
                                       14
<PAGE>

     Tenant's expense, shall and will at all times provide and permit reasonably
     appropriate means of ingress to and egress from the Leaseback Space so
     sublet by Tenant to Landlord or its designee, (iv) Landlord, at Tenant's
     expense, may make such alterations as may be required or deemed necessary
     by Landlord to physically separate the Leaseback Space from the balance of
     the demised Premises and to comply with any laws and requirements of public
     authorities relating to such separation, and (v) that at the expiration of
     the term of such sublease, Tenant will accept the space covered by such
     sublease in its then existing condition, subject to the obligations of the
     sublessee to make such repairs thereto as may be necessary to preserve the
     premises demised by such sublease in good order and condition, and provided
     further that Tenant shall not be required to restore the Leaseback Space to
     its condition existing prior to such sublease.

          Section 11.06.

               (a)  If Landlord exercises its option to sublet the Leaseback
     Space, Landlord shall indemnify and save Tenant harmless from all
     obligations under this Lease as to the Leaseback Space during the period of
     time it is so sublet to Landlord.

               (b)  Performance by Landlord, or its designee, under a sublease
     of the Leaseback Space shall be deemed performance by Tenant of any similar
     obligation under this Lease and any default under any such sublease shall
     not give rise to a default under a similar obligation contained in this
     Lease, nor shall Tenant be liable for any default under this Lease or
     deemed to be in default hereunder if such default is occasioned by or
     arises from any act or omission of the tenant under such sublease or is
     occasioned by or arises from any act or omission of any occupant holding
     under or pursuant to any such sublease.

               (c)  Tenant shall have no obligation, at the expiration or
     earlier termination of the term of this Lease, to remove any alteration,
     installation or improvement made in the Leaseback Space by Landlord.

          Section 11.07.  In the event Landlord does not exercise an option
provided to it pursuant to Section 11.02 and provided that Tenant is not in
default of any of Tenant's obligations under this Lease, Landlord's consent
(which must be in writing and in form reasonably satisfactory to Landlord) to
the proposed assignment or sublease shall not be unreasonably withheld or
delayed, provided and upon condition that:

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

                                       15
<PAGE>

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

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

               (d)  Neither (i) the proposed assignee or sublessee nor (ii) any
    person which, directly or indirectly, controls, is controlled by or is under
    common control with, the proposed assignee or sublessee, is then an occupant
    of any part of the Building;

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

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

               (g)  At any one time there shall not be more than three (3)
    subtenants (including Landlord or its designee) in the Demised Premises;

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

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

          Except for any subletting by Tenant to Landlord or its designee
pursuant to the provisions of this Article, each subletting pursuant to this
Article shall be subject to all of the covenants, agreements, terms, provisions
and conditions contained in this Lease. Notwithstanding any such subletting to
Landlord or any such subletting to any other subtenant and/or acceptance of rent
or additional rent by Landlord from any subtenant, Tenant shall and will remain
fully liable for the payment for the minimum rent and additional rent due and to
become due hereunder and for the performance of all the covenants, agreements,
terms, provisions and conditions contained in this Lease on the part of Tenant
to be performed and all acts and omissions of any licensee or subtenant or
anyone

                                      16
<PAGE>

claiming under or through any subtenant which shall be in violation of any of
the obligations of this Lease, and any such violation shall be deemed to be a
violation by Tenant. Tenant further agrees that notwithstanding any such
subletting, no other and further subletting of the Demised Premises by Tenant or
any person claiming through or under Tenant (except as provided in Section
11.05) shall or will be made except upon compliance with and subject to the
provisions of this Article. If, pursuant to the provisions of this Lease,
Landlord shall decline to give its consent to any proposed assignment or
sublease, or if Landlord shall exercise any of its options under Section 11.02,
Tenant shall indemnify, defend and hold harmless Landlord against and from any
and all loss, liability, damages, costs and expenses (including reasonable
counsel fees) resulting from any claims that may be made against Landlord by the
proposed assignee or sublessee or by any brokers or other persons claiming a
commission or similar compensation in connection with the proposed assignment or
sublease, excluding any employed directly by Landlord and not claiming through
Tenant or the proposed assignee or subtenant.

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

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

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

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

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

                                       17
<PAGE>

          Section 11.10.  If Landlord gives its consent to any assignment of
this Lease or to any sublease, Tenant shall, in consideration therefor, pay to
Landlord, as additional rent:

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

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

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

          Section 11.11.  If Tenant or any permitted subtenant is a corporation,
partnership, limited liability company or other entity, the provisions of
Section 11.01 shall apply to a transfer (by one or more transfers) of a majority
of the stock, partnership, membership or other ownership interests of Tenant or
such subtenant as if such transfer

                                      18
<PAGE>

of a majority of the stock, partnership, membership or other ownership interests
of Tenant or such subtenant were an assignment of this Lease; but said
provisions and the provisions of Section 11.02 shall not apply to the stock of
a publicly held company or to the stock of a company going public or to the
issuance of stock in connection with venture capital financing, transactions
with a corporation, partnership, limited liability company or other entity into
or with which Tenant or such subtenant is merged or consolidated or to which
substantially all of Tenant's or such subtenant's stock, ownership interests or
assets are transferred or to any corporation or other entity which controls or
is controlled by Tenant or such subtenant or is under common control with Tenant
or such subtenant, provided that in any of such events, (i) the successor to
Tenant or such subtenant has a net worth computed in accordance with generally
accepted accounting principles at least equal to the greater of (1) the net
worth of Tenant or such subtenant immediately prior to such merger,
consolidation or transfer, or (2) the net worth of tenant herein named on the
date of this Lease or the net worth of such subtenant on the date of the
sublease, and (ii) proof satisfactory to Landlord of such net worth shall have
been delivered to Landlord at least ten (10) days prior to the effective date of
any such transaction.

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

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

          Section 11.14.  The listing of any name other than that of Tenant,
whether on the doors of the Premises or the Building directory, or otherwise,
shall not operate to vest any right or interest in this Lease or in the
Premises, nor shall it be deemed to be the consent of Landlord to any assignment
or transfer of this Lease or to any sublease of the Premises or to the use or
occupancy thereof by others. Tenant shall be entitled, initially without cost,
to sixteen (16) listings on the Building directory.

                                      19
<PAGE>

                                  ARTICLE 12

               No Liability of Landlord and Indemnity of Tenant

          Section 12.01.  Each party shall indemnify the other, its agents,
contractors and employees against and save the other, its agents, contractors
and employees harmless from any liability to and claim by or on behalf of any
person, firm, governmental authority, corporation or entity for personal injury,
death or property damage, arising (a) (i) from its use of the Demised Premises
or from any work whatsoever done or omitted to be done by Tenant, its employees,
agents, contractors, customers, invitees or visitors, or from any accident
thereat, except to the extent caused by the negligence or willful act of
Landlord, its agents, contractors and employees, and (ii) with respect to
Landlord from any work done or omitted to be done in the Building, except to the
extent caused by the negligence or willful act of Tenant, its agents,
contractors or employees, and (b) from any default by Tenant under the terms,
covenants and conditions of this Lease.

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

          If any action or proceeding shall be brought against Landlord in
connection with any such liability or claim, Tenant, on notice from Landlord,
shall defend such action or proceeding, at Tenant's expense, by counsel
reasonably satisfactory to Landlord. Counsel for Tenant's insurance carrier is
satisfactory.

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

                                       20
<PAGE>

hereunder nor constitute an eviction. (Reference hereinabove to Landlord shall
for all purposes be deemed to include the Overlandlord as defined in Article
25.)

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

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

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


                                  ARTICLE 13

                           Moving of Heavy Equipment

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


                                  ARTICLE 14

                                 Condemnation

          Section 14.01.  In the event that the whole of the Demised Premises
shall be condemned or taken in any manner for any public or quasi-public use,
this Lease and the term and estate hereby granted shall forthwith cease and
terminate as of the date of vesting of title. In the event that a portion of the
Demised Premises shall be so condemned or taken, then, effective as of the date
of vesting of title, the rent hereunder for such part shall be equitably abated
and this Lease shall continue as to such part not

                                      21
<PAGE>

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

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

          Section 14.03.  In the event of any condemnation or taking hereinabove
mentioned of all or a part of the Building, Landlord shall be entitled to
receive the entire award in the condemnation proceeding, including any award
made for the value of the estate vested by this Lease in Tenant, and Tenant
hereby expressly assigns to Landlord any and all right, title and interest of
Tenant now or hereafter arising in or to any such award or any part thereof, and
Tenant shall be entitled to receive no part of such award.


                                  ARTICLE 15

            Entry, Right to Change Public Portions of the Building

          Section 15.01.  Tenant shall permit Landlord to erect, use and
maintain pipes and conduits in and through the walls, ceiling or below the
floors of the Demised Premises. Landlord, or its agents or designees shall have
the right, upon prior reasonable notice (except no notice in an emergency) to
enter the Demised Premises for the purpose of making such repairs or alterations
as Landlord shall desire, shall be required or shall have the right to make
under the provisions of this Lease; and shall also have the right to enter the
Demised Premises for the purpose of inspecting them or exhibiting them to
prospective purchasers or lessees of the Building or to prospective mortgagees
or to prospective assignees of any such mortgagees. Landlord shall be allowed to
take all

                                      22
<PAGE>

material into and upon the Demised Premises that may be required for the repairs
or alterations above mentioned without the same constituting an eviction of
Tenant in whole or in part and the rent reserved shall in no wise abate while
said repairs or alterations are being made. However, Landlord shall use
reasonable efforts to perform such repairs or alterations in a manner to
minimize interference with the normal conduct of Tenant's business therein,
provided Landlord shall not be required to employ overtime or premium labor.

          Section 15.02.  During the twelve (12) months prior to the expiration
of the term of this Lease, Landlord may exhibit the Demised Premises to
prospective tenants.

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

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

                                  ARTICLE 16

                         Conditional Limitations, Etc.

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

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

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

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

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

               (e)  a permanent receiver shall be appointed for the property of
     Tenant by order of a court of competent jurisdiction by reason of the

                                       23
<PAGE>

     insolvency of Tenant (except where such receiver shall be appointed in an
     involuntary proceeding, if he shall not be withdrawn within ninety (90)
     days after the date of his appointment),

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

          Section 16.02.

               (a)  If Tenant assumes this Lease and proposes to assign
     the same pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. (S)
     101 et seq. (the "Bankruptcy Code") to any person or entity who shall have
     made a bona fide offer to accept an assignment of this Lease on terms
     acceptable to Tenant, then notice of such proposed assignment, setting
     forth (i) the name and address of such person, (ii) all of the terms and
     conditions of such offer, and (iii) the adequate assurance to be provided
     Landlord to assure such person's future performance under the Lease,
     including, without limitation, the assurance referred to in section
     365(b)(1) of the Bankruptcy Code, shall be given to Landlord by Tenant not
     later than twenty (20) days after receipt by Tenant but in no event later
     than ten (10) days prior to the date that Tenant shall made application to
     a court of competent jurisdiction for authority and approval to enter into
     such assignment and assumption, and Landlord shall thereupon have the prior
     right and option, to be exercised by notice to Tenant given at any time
     prior to the effective date of such proposed assignment, to accept an
     assignment of this Lease upon the same terms and conditions and for the
     same consideration, if any, as the bona fide offer made by such person,
     less any brokerage commissions which may be payable out of the
     consideration to be paid by such person for the assignment of this Lease.

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

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

                                        24
<PAGE>

     upon demand execute and deliver to Landlord an instrument confirming such
     assumption.

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

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

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

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

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

              (b)  Landlord shall be entitled to recover from Tenant arrears in
     minimum rent and additional rent and, in addition thereto as liquidated
     damages, an amount equal to the maximum allowed by statute or rule of law
     in effect at the time when and governing the proceedings in which such
     damages are to be proved, whether or not such amount be greater or less
     than the amount referred to in subdivision (a) of this Section.

          Section 16.04.

               (a)  If Tenant shall fail to make any payment of any minimum rent
     or additional rent when the same becomes due and payable, or if Tenant
     shall fail to cancel or discharge the lien referred to in Section 17.02, or
     if the Demised Premises become vacant or deserted, and if any such default
     shall continue for a period of five (5) days after written notice by
     Landlord, or

                                        25
<PAGE>

               (b)  if Tenant shall be in default in the performance of any of
     the other terms, covenants and conditions of this Lease, and such default
     shall not have been remedied within thirty (30) days after notice by
     Landlord to Tenant specifying such default and requiring it to be remedied;
     or where such default reasonably cannot be remedied within such period of
     thirty (30) days, if Tenant shall not have commenced the remedying thereof
     within such period of time and shall not be proceeding with due diligence
     to remedy it,

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

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

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

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

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

               (a)  an amount equal to (i) all reasonable expenses incurred by
     Landlord in recovering possession of the Demised Premises and in connection
     with the re-letting of the Demised Premises, including, without limitation,
     the reasonable cost of repairing the Demised Premises, and (ii) all
     reasonable brokers' commissions and legal fees incurred by Landlord in re-
     letting the Demised Premises, which amounts set forth in this subdivision

                                       26
<PAGE>

     (a) shall be due and payable by Tenant to Landlord at such time or times as
     they shall have been incurred; and

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

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

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

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

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

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

                                       27
<PAGE>

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


                                  ARTICLE 17

                               Mechanic's Liens

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

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

                                       28
<PAGE>

                                  ARTICLE 18

             Landlord's and Tenant's Right to Perform Obligations

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

          Section 18.02.  If Landlord shall fail to perform any repair or
maintenance obligation required to be performed by Landlord in the Demised
Premises pursuant to the provisions of this Lease, then Tenant shall give
Landlord written notice (the "Repair Notice") stating the repair or maintenance
obligation which affects the Demised Premises. If Landlord fails to remedy the
condition set forth in the Repair Notice within thirty (30) days after such
Repair Notice is given, then, to the extent such repair or maintenance may be
performed by Tenant solely within the Demised Premises, Tenant may perform the
same. Landlord shall reimburse Tenant for the reasonable actual costs and
expenses of performing the same, within twenty (20) days after receipt from
Tenant of paid receipts therefor, together with waivers of liens with respect
thereto.

                                  ARTICLE 19

                          Covenant of Quiet Enjoyment

          Landlord covenants that upon Tenant paying the minimum rent and
additional rent and observing and performing all the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed, after
any applicable notice and prior to the expiration of any applicable cure period,
Tenant may peaceably and quietly enjoy the Demised Premises, subject
nevertheless to the terms and conditions of this Lease.


                                  ARTICLE 20

                                  Excavation

          In the event that construction is to be commenced or an excavation is
made or authorized for building or other purposes upon land adjacent to the
Building, Tenant shall, if necessary, afford to the person or persons causing or
authorized to commence

                                       29
<PAGE>

construction or cause such excavation or to engage in such other purpose,
license to enter upon the Demised Premises for the purpose of doing such work as
shall reasonably be necessary to protect or preserve the Building, from injury
or damage and to support the Building and any new structure to be built by
proper foundations, pinning and/or underpinning, or otherwise.


                                  ARTICLE 21

                            Services and Equipment

          Section 21.01.  Landlord shall, at its cost and expense:

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

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

               (c)  Provide Building standard cleaning services in the Demised
     Premises and public portions of the Building, except no services shall be
     performed Saturdays, Sundays and holidays, in accordance with Schedule "D"
     annexed hereto and made part hereof. Tenant, at its own cost, may utilize
     its own employees or outside contractors to perform additional cleaning
     services in the Demised Premises, provided such employees or outside
     contractors do not cause any labor disruption or dispute or violate
     Landlord's union contracts affecting the Building. However, such use of
     outside contractors shall be subject to the right of Landlord to match the
     costs chargeable by such outside contractors, in which event Landlord shall
     perform such services at such cost, to be paid by Tenant within ten (10)
     days after being billed therefor.

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

                                       30
<PAGE>

     to Landlord on demand the cost of all water consumed as measured by said
     meter or meters or as otherwise measured, including sewer rents.

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

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

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

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

          Section 21.04.  Tenant shall reimburse Landlord promptly upon demand
for the cost to Landlord of removal from the Demised Premises and the Building
of any refuse and rubbish of Tenant not covered by the Cleaning Specifications
and Tenant shall pay all bills therefor when rendered.


                                  ARTICLE 22

                                  Escalation

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

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

                                       31
<PAGE>

                    (i)      The term "Tax Base Factor" shall mean the real
          estate taxes for the Building Project for the period from July 1, 2000
          to June 30, 2001, (as finally determined).

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

                    (iii)    The term "comparative tax year" shall mean the New
          York City real estate tax year commencing on July 1, 2001, and each
          subsequent New York City real estate tax year. If the present use of
          July 1 - June 30 New York City real estate tax year shall hereafter be
          changed, then such changed tax year shall be used with appropriate
          adjustment for the transition.

                    (iv)     The term "real estate taxes" shall mean the total
          of all taxes, special or other assessments and charges of any Special
          Business Improvement District levied, assessed or imposed at any time
          by any governmental authority upon or against the Building Project,
          and also any tax or assessment levied, assessed or imposed at any time
          by any governmental authority in connection with the receipt of income
          or rents from said Building Project to the extent that same shall be
          in lieu of all or a portion of any of the aforesaid taxes or
          assessments, or additions or increases thereof, upon or against said
          Building Project, excluding income, estate and franchise taxes. If,
          due to a future change in the method of taxation or in the taxing
          authority, or for any other reason, a franchise, income, transit,
          profit rents or other tax or governmental imposition, however
          designated, shall be levied against Landlord in substitution in whole
          or in part for the real estate taxes, or in lieu of or additions to or
          increases of said real estate taxes, then such franchise, income,
          transit, profit or other tax or governmental imposition shall be
          deemed to be included within the definition of "real estate taxes" for
          the purposes hereof. If, by law, any assessment may be paid in
          installments, then, for the purpose hereof (a) such assessment shall
          be deemed to have been payable in the maximum number of installments
          permitted by law and (b) there shall be included in real estate taxes
          for each comparative year in which such installments may be paid, the
          installments of such assessment so becoming payable during such
          comparative tax year, together with interest payable during such
          comparative tax year.

                                       32
<PAGE>

                    (v)      The term "the Percentage" for purposes of computing
          tax escalation, shall mean 4.85%.

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

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

                    (iii)    The statements of the tax escalation to be
          furnished by Landlord as provided above shall be certified by Landlord
          as correct and shall constitute a final determination as between
          Landlord and Tenant of the tax escalation for the periods represented
          thereby, except for manifest error.

                                       33
<PAGE>

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

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

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

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

                    (viii)   Notwithstanding any language to the contrary
          contained in this Lease, Landlord and Tenant agree that for the
          purposes of this Section 22.01, Real Estate Taxes and Tax Escalation
          Payments shall be calculated without regard to any deductions,
          credits, abatements, or deferral of Real Estate Taxes which Landlord
          may receive pursuant to Sections 11.256 through 11-267 of the
          Administrative Code of the City of New York, authorized by Title 2-D
          of Article 4 of the New York real Property Tax Law and any and all
          rules and regulations promulgated thereunder (herein collectively
          called the "ICIP Program").

                                       34
<PAGE>

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

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

                    (i)      "Wage Rate" shall mean the minimum regular hourly
          rate of wages in effect as of January 1st of each year (whether paid
          by Landlord or any contractor employed by Landlord) computed as paid
          over a forty hour week to Porters in Class A office buildings pursuant
          to an Agreement between Realty Advisory Board on Labor Relations,
          Incorporated, or any successor thereto, and Local 32B-32J of the
          Building Service Employees International Union, AFL-CIO, or any
          successor thereto; and provided, however, that if there is no such
          agreement in effect prescribing a wage rate for Porters, computations
          and payments shall thereupon be made upon the basis of the regular
          hourly wage rate actually payable in effect as of January 1st of each
          year, and provided, however, that if in any year during the term, the
          regular employment of Porters shall occur on days or during the hours
          when overtime or other premium pay rates are in effect pursuant to
          such Agreement, then the term "hourly rate of wages" as used herein
          shall be deemed to mean the average hourly rate for the hours in a
          calendar week during which Porters are regularly employed (e.g., if
          pursuant to an agreement between Realty Advisory Board and the Local
          the regular employment of Porters for forty hours during a calendar
          week is at a regular hourly wage rate of $3.00 for the first thirty
          hours, and premium or overtime hourly wage rate of $4.50 for the
          remaining ten hours, then the hourly rate of wages under this Article
          during such period shall be the total weekly rate of $135.00 divided
          by the total number of regular hours of employment, forty or $3.375).
          Notwithstanding the foregoing, if at any time such hourly wage rate is
          different for new hire and old hire Porters, then thereafter such
          hourly wage rate shall be based on the weighted average of the wage
          rates for the different classifications of Porters.

                    (ii)     "Base Wage Rate" shall mean the Wage Rate in effect
          on January 1, 2000.

                    (iii)    The term "Porters" shall mean that classification
          of non-supervisory employees employed in and about the Building who
          devote a major portion of their time to

                                       35
<PAGE>

          general cleaning, maintenance and miscellaneous services essentially
          of a non-technical and non-mechanical nature and are the type of
          employees who are presently included in the classification of "Class
          A--Others" in the Commercial Building Agreement between the Realty
          Advisory Board and the aforesaid Union.

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

                    (v)      The term "Multiplication Factor" shall mean 16,000.

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

               (c)  Every notice given by Landlord pursuant to Section 22(b)
     hereof shall be conclusive and binding upon Tenant, except for manifest
     error.

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

               (e)  The "Wage Rate" is intended to be a substitute comparative
     index of economic costs and does not necessarily reflect the actual costs
     of wages or other expenses of operating the Building. The Wage Rate shall
     be used whether or not the Building is a Class A office

                                       36
<PAGE>

     building and whether or not Porters are employed in the Building and
     without regard to whether such employees are members of the Union referred
     to in subsection (a) hereof.


                                  ARTICLE 23

                              Electric Inclusion

          Section 23.01

               (a)  Landlord shall furnish electric energy on a rent inclusion
     basis to the Demised Premises, the charges therefor being included in the
     minimum rent. The amount included in the minimum rent is based upon the
     normal use of such electric energy between the hours of 8:00 A.M. to 6:30
     P.M. on Mondays through Fridays, holidays excepted, for lighting and for
     the normal use of lamps, typewriters, personal computers and similar
     customary office machines. Landlord shall not be liable in any way for any
     loss, damage or expense that Tenant may sustain or incur by reason of for
     any failure, change, interruption or defect in the supply or character of
     electric energy furnished to the Demised Premises by reason of any
     requirement, act or omission of the Electric Service Provider or Alternate
     Service Provider (as said terms are hereinafter defined) serving the
     Building with electricity and no such failure, change, interruption or
     defect shall constitute an actual or constructive eviction, in whole or in
     part, or entitle Tenant to any abatement of minimum rent or additional rent
     or relieve Tenant of its obligations under this Lease. Tenant shall furnish
     and install, at its sole cost and expense, all lighting fixtures, tubes,
     lamps, bulbs, ballasts and outlets relating to Tenant's electrical
     equipment.

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

               (c)  Tenant shall cooperate with Landlord, the Electric Service
     Provider, and any Alternate Service Provider at all times and, as
     reasonably necessary, shall allow Landlord, Electric Service Provider, and
     any Alternate Service Provider reasonable access to the Building's electric
     lines, feeders, risers, wiring, and any other machinery within the Demised
     Premises.

                                       37
<PAGE>

          Section 23.02.  Tenant's connected electrical load in the Demised
Premises, including lighting, shall not at any time exceed the capacity of any
of the electrical conductors and equipment in or serving the Demised Premises.
Landlord represents that such capacity is five (5) watts per usable square foot
(excluding Building HVAC. In order to insure that such capacity is not exceeded
and to avert possible adverse effect upon the Building electric service, Tenant
shall not, without Landlord's prior consent in each instance, connect any
additional fixtures, appliances or equipment (other than as set forth in Section
23.01) or make any alteration or addition to the electric system of the Demised
Premises existing on the Commencement Date. Should Landlord grant such consent,
all additional risers or other equipment required therefor shall be provided by
Landlord and the cost thereof shall be paid by Tenant upon Landlord's demand. As
a condition to granting such consent, Landlord may require Tenant to agree to an
increase in the annual minimum rent by an amount which will reflect the value to
Tenant of the additional service to be furnished by Landlord, that is the
potential additional electrical energy to be made available to Tenant based upon
the estimated additional capacity of such additional risers or other equipment.
If Landlord and Tenant cannot agree thereon, the amount of such increase shall
be determined by a reputable, independent electrical engineer or consultant, to
be selected by Landlord whose fees or charges shall be paid by Tenant. When the
amount of such increase is so determined, Tenant shall pay to Landlord within
twenty (20) days following notification to Tenant of such determination the
amount thereof retroactive to the date of such increased usage, unless within
such twenty (20) day period Tenant disputes such determination. If Tenant
disputes such determination, it shall, at its own expense, obtain from a
reputable, independent electrical engineer or consultant, its own survey of the
additional electrical energy consumed by Tenant. Tenant's consultant and
Landlord's consultant shall then seek to agree on a finding of such
determination of such change in the consumption of electrical energy. If they
cannot agree, they shall choose a third reputable, independent electrical
engineer or consultant, whose cost shall be shared equally by Landlord and
Tenant, to make a similar survey, and the determination of such third consultant
shall be controlling. If they cannot agree on such third consultant, within ten
(10) days, then either party may apply to the Supreme Court in the County of New
York, for the appointment of such third consultant. However, pending such
determination, Tenant shall pay to Landlord the amount as determined by
Landlord's engineer or consultant. If the amount determined as aforesaid is
different from that determined by Landlord's engineer or consultant, then
Landlord and Tenant shall make adjustment for any deficiency owed by Tenant or
overage paid by Tenant. Following the final determination, the parties shall
execute an agreement supplementary hereto to reflect such increase in the annual
minimum rent and in the amount set forth in Section 23.03; but such increase
shall be effective even if such supplementary agreement is not executed.

          Section 23.03.  If, during the term of this Lease, the public utility
rate paid by Landlord for the supply of electric current to the Building shall
be increased or decreased or if there shall be an increase or decrease in taxes
or if additional taxes shall be imposed upon the sale or furnishing of such
electric energy (hereafter collectively as the "cost") the annual minimum rent
shall be increased or decreased by an amount arrived at by multiplying $48,000
(or the sum to which said sum may have been increased or

                                       38
<PAGE>

decreased pursuant to the provisions of Section 23.02 or this Section 23.03
prior to the effective date of the cost increases or decreases; such sum being
referred to herein as the "Rent Inclusion Factor") by the percentage of the
increase or decrease of such cost. When the amount of such increase or decrease
is so determined, Landlord and Tenant shall execute an agreement supplementary
hereto to reflect such increase or decrease in the amount of the minimum rent
payable and effective from the effective date of such increase, but such
increase shall be effective from such date whether or not such a supplementary
agreement is executed. Notwithstanding the foregoing provisions of this Section
23.03, the Rent Inclusion Factor shall never be less than $48,000.00

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

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


                                  ARTICLE 24

                                    Broker

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

                                       39
<PAGE>

                                  ARTICLE 25

                        Subordination and Ground Lease

          Section 25.01.  This Lease is subject and subordinate to (a) the
ground and underlying lease, dated as of May 1, 1967 between Southern
Associates, Inc., as landlord, and Sherman Cohen, Mortimer H. Cohen and Edward
B. Cohen, as tenant, (the "Ground Lease") a memorandum of which was recorded in
the Office of the City Register, New York County, in Reel 181, Page 194 and to
the rights of the landlord thereunder (the landlord under said Ground Lease
being sometimes referred to in this Lease as the "Overlandlord"), (b) any other
future ground and underlying lease, and (c) to a leasehold mortgage, dated
October 3, 1989 (the "Leasehold Mortgage"), between 475 Park Avenue So. Co., et
al., as Mortgagor, and Mutual Life Insurance Company of New York, as Mortgagee,
recorded on October 5, 1988, in the Office of the City Register, New York
County, in Reel 1474, Page 782, and (d) to all mortgages which may now or
hereafter affect any such ground and underlying lease or the Building, and to
all renewals, modifications, amendments, consolidations, replacements or
extensions of any of the foregoing (hereinafter collectively called the
"Mortgages"). This clause shall be self-operative and no further instrument of
subordination shall be required. However, in confirmation of such subordination,
Tenant, at any time and from time to time, shall execute promptly any
certificate and document that Landlord may request, which reasonably evidences
such subordination, and Tenant hereby irrevocably constitutes and appoints
Landlord attorney-in-fact for Tenant to execute any such instrument for and on
behalf of Tenant if not so executed and delivered by Tenant within fifteen (15)
days after such request. Notwithstanding the foregoing, Landlord agrees to
request from the existing Overlandlord and the existing mortgagee an agreement
("non-disturbance and adornment agreement"), providing in substance that
Tenant's possession of and rights in the Demised Premises shall remain
undisturbed, so long as Tenant is not in default under the provisions of this
Lease, and providing that Tenant agrees in said instrument to attorn to such
Overlandlord or mortgagee as its Landlord under this Lease. However, Landlord
shall have no liability or responsibility to Tenant if Landlord is unable to
obtain either one or both of said non-disturbance and adornment agreements and
this Lease shall remain subject and subordinate to said Ground Lease and/or
Leasehold Mortgage. Concurrently with the execution of this Lease Tenant has
executed a non-disturbance and attornment agreement with respect to the existing
Overlandlord and existing mortgagee. Landlord shall also request from the lessor
under any future ground lease or the holder of any future mortgage a non-
disturbance and attornment agreement in the then customary form of such lessor
or mortgagee, provided this Lease shall remain subject and subordinate to such
future mortgage or ground lease notwithstanding that Landlord may not be able to
obtain a non-disturbance and attornment agreement from either one or both of
said parties.

                                       40
<PAGE>

          Section 25.02.

               (a)  The Tenant covenants and agrees that if by reason of a
     default under any ground or underlying lease (including an underlying lease
     through which the Landlord derives its leasehold estate in the Demised
     Premises), or under the Leasehold Mortgage or any Mortgage, such ground or
     underlying lease and the leasehold estate of the Landlord in the premises
     demised hereby is terminated, the Tenant will attorn to the then holder of
     the reversionary interest in the premises demised by this Lease and will
     recognize such holder as the Tenant's Landlord under this Lease, unless,
     subject to any non-disturbance and adornment agreement, the lessor under
     such ground or underlying lease or the holder of any such Mortgage shall,
     in any proceeding to terminate such ground or underlying lease or
     foreclosure of such Mortgage, elect to terminate this Lease and the rights
     of Tenant hereunder; provided, however, the holder of the reversionary
     interest shall not be: (i) liable for any act or omission or negligence of
     Landlord under this Lease; (ii) subject to any counterclaim, defense or
     offset, which theretofore shall have accrued to Tenant against Landlord;
     (iii) obligated to perform any work; (iv) bound by any previous
     modification or amendment of this Lease or by any previous prepayment of
     more than one months' rent, unless such modification or prepayment shall
     have been approved in writing by the holder of such Mortgage; (v) obligated
     to repair the Demised Premises, or the Building, or any part thereof, in
     the event of any damage beyond such repair as can reasonably be
     accomplished from the net proceeds of insurance actually made available to
     the then holder of the reversionary interest; or (vi) obligated to repair
     the Demised Premises or the Building, or any part thereof, in the event of
     partial condemnation beyond such repair as can reasonably be accomplished
     from the net proceeds of any award actually made available to the then
     holder of the reversionary interest on account of partial condemnation of
     the Demised Premises or the Building. By execution of this Lease, Tenant
     acknowledges that is has received sufficient notice of the existence and
     text of Article 8 of the Leasehold Mortgage to confer upon the Mortgagee of
     same only the benefits of Section 291-f of the Real Property Law of the
     State of New York. Tenant agrees to execute and deliver, at any time and
     from time to time, within fifteen (15) days after the request of the
     Landlord of or the lessor under any such ground or underlying lease or the
     holder of any such Mortgage any instrument which may be necessary or
     appropriate to evidence such adornment, and Tenant hereby irrevocably
     constitutes and appoints Landlord attorney-in-fact for Tenant to execute
     any such instrument for and on behalf of Tenant, if not so executed and
     delivered within such fifteen (15) day period. Tenant further waives the
     provisions of any statute or rule or law now or hereafter in effect which
     may give or purport to give Tenant any right of election to terminate this
     Lease or to surrender possession of the premises demised hereby in the
     event any proceeding is brought by the lessor under any such ground or

                                       41
<PAGE>

     underlying lease or the holder of any such Mortgage to terminate the same,
     and agrees that, subject to any non-disturbance and adornment agreement,
     unless and until any such lessor, in connection with any such proceeding,
     shall elect to terminate this Lease and the rights of Tenant hereunder,
     this Lease shall not be affected in any way whatsoever by any such
     proceeding.

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

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

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

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

                                       42
<PAGE>

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


                                  ARTICLE 26

                             Estoppel Certificate

          Tenant shall at any time, and from time to time, within fifteen (15)
days after so requested by Landlord, execute, acknowledge and deliver to
Landlord, a statement addressed to Landlord or its designee stating (a) that
this Lease is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), (b) stating the dates to which the minimum rent and
additional rent have been paid, (c) stating whether or not there exists any
default by Landlord, and, if so, specifying each such default, and (d) such
other information requested by Landlord or the Mortgagee that pertains to the
status of this Lease or the performance of obligations under this Lease as to
which Tenant has actual knowledge, it being intended that any such statement may
be relied upon by Landlord and parties with whom it may be dealing, including
any mortgagee or prospective mortgagee of any mortgage affecting the Building or
the leasehold estate under any ground or underlying lease affecting the land
described in Schedule B and/or Building and improvements thereon, or may be
relied upon by the landlord under any such ground or underlying lease or a
purchaser of Lessee's estate under any such ground or underlying lease or any
interest therein.


                                  ARTICLE 27

                              Waiver of Jury Trial

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

                                       43
<PAGE>

                                  ARTICLE 28

                             Surrender of Premises

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

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


                                  ARTICLE 29

                             Rules and Regulations

          Section 29.01.  Tenant, its servants, employees, agents, visitors and
licensees shall observe faithfully and comply with the rules and regulations set
forth in Schedule "C" attached hereto and made a part hereof. Landlord shall
have the right from time to time during the term of this Lease to make
reasonable changes in and additions to the rules thus set forth. All rules and
regulations shall be enforced in a non-discriminatory manner against Tenant.

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

                                       44
<PAGE>

                                  ARTICLE 30

                    Successors and Assigns and Definitions

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

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

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

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

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

                                       45
<PAGE>

                                  ARTICLE 31

                                    Notices

          Any notice, statement, certificate, request, approval, consent or
demand required or permitted to be given under this Lease shall be in writing
sent by registered or certified mail (or reputable, commercial overnight courier
service), return receipt requested and postage prepaid, addressed, as the case
may be, to Landlord, at 750 Lexington Avenue, New York, New York 10022, and to
Tenant, prior to the Commencement Date at 250 Executive Park Blvd., Suite 4000,
San Francisco, California, and after the Commencement Date, at the Demised
Premises, or to such other addresses as Landlord or Tenant respectively shall
designate in the manner herein provided. Such notice, statement, certificate,
request, approval, consent or demand shall be deemed to have been given on the
date when received, as aforesaid, or on the date of delivery (or refusal to
accept delivery) by overnight courier.


                                  ARTICLE 32

                          No Waiver; Entire Agreement

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

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

                                       46
<PAGE>

except that if a money judgment is being sought in any such action or
proceeding, the amount of such judgment shall be reduced by such payment.

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

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

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

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

          Section 32.07.  Tenant acknowledges that Landlord will contract or has
contracted with one or more providers of telecommunications services for the
installation of cable, wire and related electrical, electronic or mechanical
devices in the Building sufficient to provide telecommunications services to the
Demised Premises, and Tenant agrees to engage such a provider, as designated by
Landlord, to provide such services, unless another provider selected by Tenant
and approved by Landlord agrees to provide such services to Tenant at a lower
cost than the provider designated by Landlord. In such event Landlord shall have
the right to cause the service provider designated by Landlord to match the cost
chargeable by the provider selected by Tenant, in which event Tenant agrees to
engage the provider designated by Landlord.

          Section 32.08.  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.

                                       47
<PAGE>

                                  ARTICLE 33

                                   Captions

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


                                  ARTICLE 34

                             Inability to Perform

          If the performance or observance by Landlord or Tenant of any of the
terms, covenants and conditions of this Lease on the part of Landlord or Tenant
to be performed shall be delayed by reason of unavoidable delays (as hereinafter
defined), then the time for the performance or observance thereof shall be
extended for the period of time as Landlord or Tenant shall have been so
delayed, provided Tenant shall continue, notwithstanding unavoidable delays, to
be obligated to pay minimum rent and additional rent without abatement.

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


                                  ARTICLE 35

                        No Representations by Landlord

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

                                       48
<PAGE>

                                  ARTICLE 36

                                 Rent Control

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


                                  ARTICLE 37

                             Late Payment Charges

          If Tenant shall fail to pay any minimum rent or additional rent within
ten (10) days after its due date, Tenant shall pay a late charge of $.05 for
each $1.00 which remains unpaid after such period to compensate Landlord for
additional expense in processing such late payment. In addition, if Tenant fails
to pay any minimum rent or additional rent within fifteen (15) days after its
due date, Tenant shall pay interest thereon from the date due until the date
paid at the rate of one and one-half percent (1-1/2%), per month. If any check
of Tenant in payment of any sum due under this Lease, including but not limited
to minimum rent and additional rent, fails to clear the bank, Tenant shall pay
a charge of $250.00.

                                       49
<PAGE>

                                  ARTICLE 38

                               Security Deposit

          Section 38.01.  Concurrently with the execution of this Lease, Tenant
shall deposit with Landlord the sum of $712,000, by Letter of Credit as provided
in Section 38.02, as security for the faithful performance and observance by
Tenant of the terms, provisions and conditions of this Lease. Tenant agrees
that, in the event that Tenant defaults, after any applicable notice and
expiration of any applicable cure period, in respect of any of the terms,
provisions and conditions of this Lease (including the payment of minimum rent
and additional rent), Landlord may notify the "Issuing Bank" (as such term is
defined in Section 38.02) and thereupon receive all of the monies represented by
the said Letter of Credit and use, apply, or retain the whole or any part of
such proceeds to the extent required for the payment of any rent, additional
rent, or any other sum as to which Tenant is in default, or for any sum that
Landlord may expend or may be required to expend by reason of Tenant's default,
in respect of any of the terms, covenants and conditions of this Lease
(including any damages or deficiency accrued before or after summary proceedings
or other re-entry by Landlord). In the event that Landlord applies or retains
any portion or all of the proceeds of such Letter of Credit Tenant shall
forthwith restore the amount so applied or retained so that, at all times, the
amount deposited shall be $712,000, or the amount set forth in Section 38.06, as
the case may be. Upon Tenant making such additional deposit, Landlord is hereby
authorized to act as Tenant's agent to use the proceeds of the Letter of Credit
to obtain a new Letter of Credit and Tenant hereby irrevocably appoints Landlord
as Tenant's agent and attorney-in-fact to obtain a replacement Letter of Credit
from the Issuing Bank or any such qualifying bank (such qualifying bank shall
then be the Issuing Bank). If Tenant shall fail or refuse to make such
additional deposit, Landlord shall have the same rights in law and in equity and
under this Lease as it has with respect to a default by Tenant in the payment of
minimum rent. In the event that Tenant shall fully and faithfully comply with
all of the terms, provisions, covenants and conditions of this Lease, the Letter
of Credit shall be returned to Tenant after the expiration date and after
delivery of possession of the entire Demised Premises to Landlord in the
condition provided in this Lease for such delivery of possession.

          Section 38.02.  Such letter of credit (the "Letter of Credit") shall
be a clean, irrevocable and unconditional Letter of Credit (the "Letter of
Credit") issued by and drawn upon any commercial bank (the "Issuing Bank") with
offices for banking purposes in the City of New York and having at all times
that such Letter of Credit is in effect a net worth of not less than
$500,000,000.00, which Letter of Credit shall have an initial term of not less
than one year or finally having a term expiring not less than ninety (90) days
following the expiration of the term of this Lease, shall permit multiple
drawings, shall be transferable by the beneficiary on one or more occasions at
no charge to the beneficiary, and otherwise be in form and content satisfactory
to Landlord, be for the account of Landlord and be in the amount of $712,000 or
the amount set forth in Section 38.06, as the case may be. Notwithstanding the
foregoing, if at any time the net worth of the Issuing Bank is less than
$500,000,000.00 or its rating is downgraded from its current rating, and

                                      50
<PAGE>

provided Tenant does not replace the existing Letter of Credit with a Letter of
Credit meeting the criteria of Section 38.02 within the sooner of thirty (30)
days following Tenant's receipt of Landlord's notice to Tenant of either of the
foregoing events or the number of days remaining until the expiration date of
the existing Letter of Credit, Landlord shall have the right, at any time
thereafter, to draw down the entire proceeds of the existing Letter of Credit
and hold such proceeds pursuant to the terms of Section 38.01 as cash security
pending the replacement of such Letter of Credit. The Letter of Credit shall
provide that:

               (a)  the Issuing Bank shall pay to Landlord or its duly
     authorized representative an amount up to the face amount of the Letter of
     Credit upon presentation of the Letter of Credit and a sight draft, in the
     amount to be drawn together with a statement signed by a member of Landlord
     that Tenant is in default under this Lease after any applicable notice and
     cure period.

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

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

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

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

          Section 38.04.  Tenant covenants that it will not assign or encumber,
or attempt to assign or encumber, the monies or Letter of Credit deposited
hereunder as

                                       51
<PAGE>

security, and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment, or attempted
encumbrance.

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

          Section 38.06.  Provided that (i) Tenant is not, at the time of any
reduction as hereafter provided, then in default under any of the terms,
covenants and conditions of this Lease on its part to be performed and (ii)
Tenant's net profits, determined in accordance with generally accepted
accounting procedures, has been at least $50,000,000.00 for the last two (2)
fiscal years of Tenant, then at any time after the actual payment by Tenant of
thirty-six (36) monthly installments of minimum rent, the amount of the security
deposit hereunder shall be reduced by the amount of $71,200 and shall also be
reduced annually thereafter by a like amount of $71,200, until such time that
the amount of the security deposit is $356,000, and thereafter there shall be no
further reduction. In each such event, Tenant shall either deliver to Landlord a
replacement Letter of Credit in the reduced amount and Landlord will then return
to Tenant the existing Letter of Credit, or Tenant will deliver to Landlord an
amendment to the existing Letter of Credit reducing the amount thereof to the
applicable amount.

                                  ARTICLE 39

                               Additional Space

          Section 39.01.  So long as this Lease is then in full force and effect
and Tenant is not then in default in performing any of the conditions of this
Lease on its part to be performed, both at the time of Landlord's Availability
Notice (as hereinafter defined) and on the Effective Date (as hereinafter
defined) for the Additional Space (as hereinafter defined), at any time during
the term of this Lease (excluding the last two (2) years) that Landlord becomes
aware of the potential availability of the entire 3rd, 5th or 6th floors in the
Building (each such floor being referred to herein as the "Additional Space"),
which Landlord anticipates will come available for lease and future occupancy by
Tenant, Landlord shall then give Tenant notice thereof (the "Availability
Notice"). Such notice shall also state the rentable square feet of the
Additional Space (which for the purpose of this Article 39 is agreed to be
16,000 for each) and Landlord's reasonable estimation of the date when such
Additional Space will be available for Tenant's occupancy (the "Occupancy
Date"). If the same is subject to the prior right of then tenant thereof to
review the term thereof or of another existing tenant to lease the same (the
"Prior Right"), Landlord shall include in its Availability Notice the existence
of such Prior Right and the date by which the

                                      52
<PAGE>

same must be exercised by the existing tenant having such Prior Right.
Concurrently with giving the Availability Notice to Tenant, Landlord shall give
to the existing tenant notice to exercise its Prior Right. Landlord thereafter
shall notify Tenant of the exercise or nonexercise of such Prior Right. Tenant
shall have the one time to exercise its option to lease such Additional Space by
giving Landlord notice of its election to do so (the "Exercise Notice"), within
thirty (30) days from the date of its receipt of the Availability Notice, with
TIME OF THE ESSENCE. However, if such Additional Space is subject to a Prior
Right, Tenant may exercise its option by giving the Exercise Notice within
thirty (30) days from the date of its receipt of notice from Landlord of the
non-exercise of such Prior Right, with TIME OF ESSENCE. If Landlord does not
receive the Exercise Notice within the applicable thirty (30) day period, then
Tenant shall have no further rights with respect to the Additional Space set
forth in the Availability Notice under this Article 39, and Landlord may lease
such Additional Space to any other party upon such terms and conditions as
Landlord may deem desirable.

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

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

               (b)  The respective amounts of the minimum rent provided in
     Section 3.01(a) shall be increased by the amount equal to the fair market
     annual rental value ("Rental Value") of the Additional Space as of the
     Effective Date, but not less than at the aggregate rate per square foot
     payable for minimum rent and additional rent payable under Articles 22 and
     23 of this Lease immediately prior to the Effective Date. In the event the
     parties fail to agree on such Rental Value within ninety (90) days prior to
     the Effective Date, such Rental Value shall be determined by arbitration in
     the manner as hereinafter provided in Article 40, and the determination of
     such arbitration shall be conclusive and binding on the parties. If for any
     reason such Rental Value shall not be determined prior to the commencement
     of the Effective Date, Tenant, in the meantime shall pay the monthly
     installments of minimum rent at the rate per square foot payable for
     minimum rent and said additional rent immediately prior to the Effective
     Date. If the Rental Value shall be greater than the amount paid by Tenant
     for the Additional Space following the Effective Date, Tenant forthwith
     after the arbitrators' decision, shall pay to Landlord the difference
     between the monthly installments actually paid and the monthly installments
     which should have been paid from the commencement

                                       53
<PAGE>

     of the Effective Date, and thereafter Tenant shall pay the monthly
     installments of the new minimum rent.

               (c)  In Section 22.01(a), with respect to the Additional Space
     only, in subdivision (i) the "Tax Base Factor" shall mean the July 1 - June
     30 fiscal year in which the Effective Date occurs; in subdivision (iii) the
     "comparative tax year" shall mean the July 1 - June 30 fiscal year
     immediately following the Tax Base Factor; and in subdivision (v) the
     "Percentage" shall mean 4.85%.

               (d)  In Section 22.02(a), with respect to the Additional Space
     only, in subdivision (ii), the "Base Wage Rate" shall mean the Wage Rate
     in effect for the calendar year in which the Effective Date occurs; and in
     subdivision (v), the "Multiplication Factor" shall mean 16,000.

               (e)  In Section 23.03, the then Rent Inclusion Factor shall be
     increased by the amount of $48,000.

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

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

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

                                       54
<PAGE>

                                  ARTICLE 40

                                  Arbitration

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

          Section 40.02.  The arbitrators shall be disinterested persons having
at least ten (10) years experience in the County of New York in a calling
connected with the

                                       55
<PAGE>

dispute, and shall have the right to retain and consult experts and competent
authorities skilled in the matters under arbitration, but any such consultation
shall be made in the presence of both parties, with full right on their part to
cross-examine such experts and authorities. The arbitrators shall render their
decision and award upon the concurrence of at least two (2) of their number, not
later than sixty (60) days after appointment of the third arbitrator. Their
decision and award shall be in writing and counterpart copies thereof shall be
delivered to each of the parties. In rendering their decision and award, the
arbitrators shall have no power to modify or in any manner alter or reform any
of the provisions of this Lease, and the jurisdiction of the arbitrators is
limited accordingly.

                                  ARTICLE 41

                            Landlord's Contribution

          Subject to the provisions of Article 5 of this Lease, Tenant agrees to
perform the initial work and installations required to make the Demised Premises
suitable for the conduct of Tenant's business. Tenant agrees to deliver to
Landlord, for Landlord's approval, the plans and specifications for Tenant's
initial work on or before April 14, 2000. Landlord agrees to contribute up to
the sum of $416,000.00 ("Landlord's Contribution") toward the cost of such work,
which shall include hard and soft costs. Landlord shall pay to Tenant, from time
to time, but not more often that once a month, ninety (90%) percent of the cost
of the work requested by Tenant theretofore performed by the contractor,
provided Tenant delivers to Landlord concurrently with its request, receipted
bills of the contractor involved approved by Tenant, a certificate by Tenant's
architect that such bills have been approved and the work or materials evidenced
by such bills have been satisfactorily performed or delivered and a waiver of
mechanic's lien signed by the contractor with respect to the amount paid as
evidenced by the receipted bill, such payment to be made to Tenant within twenty
(20) days after receipt of Tenant's request together with the aforesaid
documentation. Notwithstanding the foregoing, Tenant shall advise Landlord of
the cost to be charged by any of Tenant's contractors for the work to be
performed by such contractors prior to employing such contractor to perform its
work. Landlord shall have the right to match the cost chargeable by such
contractor(s), provided notice thereof is given to Tenant within ten (10) days
after Landlord's receipt of Tenant's notice of such cost. In such event Landlord
shall perform the work at such cost, the amount thereof to be applied in
reduction of the amount of Landlord's Contribution. The work performed by
Landlord shall be comparable to the specifications, materials and quality of the
work of the contractor proposed by Tenant. Within ten (10) days after Landlord
receives a certificate from Tenant's architect stating that Tenants work
(including the work, if any, performed by Landlord) has been substantially
completed, that the same has been performed in compliance with all applicable
Governmental Requirements and the approved plans and specifications and delivery
to Landlord of the final "sign-off" letters and equipment use permits (as
necessary) for all work performed from the applicable municipal authorities,
Landlord shall pay to Tenant the aggregate of the ten (10%) percent sums

                                      56
<PAGE>

retained by Landlord. Landlord shall have no obligation or responsibility to pay
any cost exceeding the amount of Landlord's Contribution. If the amount Tenant
expends for the cost exceeds the amount of Landlord's Contribution, Tenant shall
be responsible for the payment to the contractors of the excess. If said amount
is less than the amount of Landlord's Contribution, Landlord shall not be
obligated to pay such difference to Tenant. Tenant shall indemnify and hold
Landlord harmless from and against any and all claims, costs and expenses in
connection with such work exceeding the amount of Landlord's Contribution.


                                  ARTICLE 42

                         Supplemental Air Conditioning

          Tenant, at its cost, subject to the provisions of Article 5 of the
Lease, may install an air cooled supplemental air conditioning system (the
"System") in the Demised Premises, such installation to be in accordance with
plans and specifications to be approved by Landlord, which approval shall not be
unreasonably withheld or delayed. Said System shall be vented only out of the
rear lot line windows on the 31st Street corner of the Building. The design,
color and location of any louvers installed in connection therewith shall be
subject to Landlord's approval, which approval shall not be unreasonably
withheld or delayed. Tenant, at its own cost, shall maintain such System in good
condition and repair and shall make any replacements thereof as may be required.
Tenant, at its own expense, shall obtain in its own name the use permits for
such System and provide Landlord with copies of same. Tenant shall also obtain
and pay for all annual renewal fees in connection therewith, and provide
Landlord with a copy of such annual renewals. Tenant shall indemnify and hold
Landlord harmless from and against any loss, claims, costs and expenses
(including reasonable attorneys' fees) in connection with the repair and
maintenance of said System. Said System shall be subject to the determination by
Landlord's electrical consultant of the cost of the additional electricity to be
consumed by Tenant with respect to the use and operation of said System, as
provided in Section 23.02. Upon such determination, annual minimum rent and the
amount set forth in Section 23.03 shall be increased by the amount of the cost
of such additional electricity.

                                       57
<PAGE>

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


                                    475 PARK AVENUE SO. CO.



                                    By: /s/ Charles Steven Cohen
                                        ---------------------------------------
                                        Charles Steven Cohen, Agent



                                    SNOWBALL.COM, INC.



                                    By: /s/ James R. Tolonen
                                        ---------------------------------------
                                        Name:  James R. Tolonen
                                        Title: CFO/COO
                                                    Tenant


                                       58
<PAGE>

                                ACKNOWLEDGMENT


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

          On the         day of           in the year 2000 before me, the
undersigned, a Notary Public in and said State, personally appeared Charles
Steven Cohen, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.




                                 -------------------------------------------
                                                  Notary Public



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

          On the         day of           in the year 2000 before me, the
undersigned, a Notary Public in and said State, personally appeared,
personally known to me proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.



                                 -------------------------------------------
                                                  Notary Public



                                       59
<PAGE>

                                  SCHEDULE A
                                  ----------

                                  Floor Plan

               [DIAGRAM OF EAST 32ND STREET & PARK AVENUE SOUTH]

                                      60
<PAGE>

                                  SCHEDULE B
                                  ----------

                              Description of Land


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

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

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

          thence easterly parallel with 31st Street 80 feet;

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

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

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

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

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

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

          SAID PREMISES being known as and by the street numbers 465 to 477 Park
Avenue South.

                                       61
<PAGE>

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

                             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, guests,
customers 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 tenants 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. Landlord further reserves the right, at
any time, to install a message/package center in an area in the Building
designated by Landlord and reasonably accessible to and for the common use of
tenants, and the tenants shall comply with the procedures for the same set forth
by the Landlord.

          2.   The reasonable 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 Landlord approved identification, and may require ail persons admitted to
or leaving the Building outside of ordinary business hours to register. Tenant's
agents and visitors shall be permitted to enter and leave the building after
ordinary business hours whenever appropriate arrangements have been previously
made between the Landlord and the Tenant with respect thereto. Each tenant shall
be responsible for all persons for whom he requests such permission and shall
be liable to the Landlord for all acts of such persons. Any person whose
presence in the Building at any time shall, in the judgment of the Landlord, be
prejudicial to the safety, character, reputation and interests of the Building
or its tenants may be denied access to the Building or may be rejected
therefrom. In case of invasion, riot, public excitement or other commotion the
Landlord may prevent all access to the Building during the continuance of the
same, by closing the doors or otherwise, for the safety of the tenants and
protection of property in the Building. The Landlord may require any person
leaving the Building with any package or other object to exhibit a pass from the
tenant from whose premises the package or object is being removed, but the

                                      62
<PAGE>

establishment and enforcement of such requirement shall not impose any
responsibility on the Landlord for the protection of any tenant against the
removal of property from the premises of the tenant. The Landlord shall, in no
way, be liable to any tenant for damages or loss arising from the admission,
exclusion or ejection of any person to or from the tenant's premises or the
Building under the provisions of this rule.

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

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

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

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

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

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

                                       63
<PAGE>

          10.  No acids, vapor or other materials shall be discharged or
permitted to be discharged into the waste lines, vents or flues of the Building
which may damage them. The water and wash closets and other plumbing fixtures in
or serving any tenant's premises shall not be used for any purpose other than
the purpose for which they were designed or constructed, and no sweepings,
rubbish, rags, acids or other foreign substances shall be deposited therein. Ail
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.  No signs, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any tenant on any part of the
outside or inside the premises or the Building without the prior written consent
of the Landlord. 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 tenant by Landlord at the expense of such tenant, (the charge
not to exceed that which a reputable outside contractor would charge), and shall
be of a size, color and style reasonably acceptable to Landlord. Landlord shall
have the right to prohibit any advertising by any tenant which impairs the
reputation of the Building or its desirability as a building for offices, and
upon written notice from Landlord, Tenant shall refrain from or discontinue such
advertising.

          12.  No additional locks or belts 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. However, the tenant may install an
electronic entry device at its cost. Upon the termination of a tenant's lease,
all keys of the tenant's premises and toilet rooms shall be delivered to the
Landlord.

          13.  No tenant shall 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, which will not be unreasonably withheld or delayed, and as Landlord
may reasonably direct. No tenant shall install any resilient tile or similar
floor covering in the premises demised to such tenant except in a manner
approved by Landlord.

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

          15.  No premises shall be used, or permitted to be used, at any time,
as a store for the sale or display of goods, wares or merchandise of any kind,
or as a restaurant, shop, booth, bootblack or other stand, or for the conduct of
any business or

                                       64
<PAGE>

occupation which predominantly involves direct patronage of the general public
in the premises demised to such tenant, or for manufacturing or for other
similar purposes.

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

          17.  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.  If the premises demised to any tenant become infested with
vermin, such tenant, at its sole cost and expense, shall cause its premises to
be exterminated, from time to time, to the satisfaction of Landlord and shall
employ such exterminators therefor as shall be approved by Landlord.

          20.  No bicycle or other vehicle and no animals shall be allowed in
the showrooms, offices, halls, corridors or any other parts of the Building.

          21.  Tenant shall not, without Landlord's prior written consent,
install or operate any hearing device, refrigerating or air conditioning
equipment, steam or internal combustion engine, boiler, stove, machinery or
mechanical devices upon the premises or carry on any mechanical or manufacturing
business thereon, or use or permit to be brought into the Building flammable
fluids such as gasoline, kerosene, benzene or naphtha or use any illumination
other than electric lights. All equipment, fixtures, lamps and bulbs shall be
compatible with, and not exceed the capacity of the Building's electric system.
No explosives, firearms, radioactive or toxic or hazardous substances or
materials, or other articles deemed hazardous to life, limb or property shall be
brought into the Building or the Premises.

          22.  Tenant shall at its expense provide artificial light for
employees of Landlord while doing service or other work and making repairs or
alterations in the premises.

          23.  Tenant must list all furniture and fixtures to be taken from the
Building upon a form approved by Landlord. Such list shall be presented at the
office of the Building for approval before acceptance by the security officer or
elevator operator.

                                       65
<PAGE>

          24.  Tenant, its customers, invitees, licensees, agents, servants,
employees and guests shall not encumber or obstruct sidewalks, entrances,
passages, courts, vestibules, halls, elevators, stairways or other common areas
in or about the Building.

          25.  Tenant shall not allow anything to be placed against or near the
glass in the partitions between the premises and the halls or corridors of the
Building which shall diminish the light in the halls or corridors.

          26.  Upon termination of this Lease, Tenant shall surrender all keys
of the premises and of the Building and give to Landlord the explanation of the
combination of all locks on safes or vault doors in the Premises.

          27.  Tenant shall provide the Building Manager with keys to all locks
on any doors of the premises. The Building Manager shall be allowed admittance
to the premises in the event of any emergency, fire or other casualty that may
arise in other appropriate instances.

          28.  Unless otherwise advised by Landlord, neither Tenant nor its
employees shall undertake to regulate the radiator controls of thermostats.
Tenant shall report to the office of the Building whenever such thermostats or
radiator controls are not working properly or satisfactorily.

          29.  All window treatments that are visible from the street shall be
subject to Landlord's approval.

          30.  Tenant assumes full responsibility for protecting its space from
weather, theft, robbery and pilferage, which includes keeping doors locked and
other means of entry into the premises closed and secured.

          31.  Tenant shall not sell food of any kind or cook in the Building.
Tenant may serve complimentary foods to its guests provided that it shall first
comply with all Legal Requirements.

          32.  Water in the premises shall not be wasted by Tenant or its
employees by tying or wedging back the faucets of the washbowls or otherwise.

          33.  All messengers shall be required to sign in and obtain a pass
from either the front desk or the elevator starters. Contractors and other
workmen shall use only the freight elevators for all movement within the
Building.

          34.  Landlord reserves the right at any time, to install a
message/package center in an area in the Building designated by Landlord and
reasonably accessible to and for the common use of the tenants, and tenants
shall comply with the procedures for the same set forth by the Landlord.

                                       66
<PAGE>

                                   SCHEDULE D
                                   ----------

                            Cleaning Specifications

                                      for

                             475 Park Avenue South
                               New York, New York

Landlord will provide the following cleaning services in the Demised Premises
and related areas on a nightly basis (or as otherwise indicated), Monday through
Friday, holidays excluded:

OFFICE AREAS
------------

     Empty and wipe clean all waste receptacles.

     Sweep all vinyl composition tile flooring as needed.

     Carpet sweep all carpeted areas; vacuum clean weekly.

     Dust all office furniture within hand high reach, including window sills,
     wall ledges, chairs, desks, tables, baseboards, file cabinets, convector
     enclosures, and pictures.

     Wipe clean all glass desks and table tops.

CORE AREA LAVATORIES
--------------------

     Wash all toilet bowls, urinals, washbasins and toilet seats.

     Wash and dry all mirrors, shelves and bright work.

     Wipe clean sills, partitions, ledges, waste receptacles, and dispensers.

     Empty paper towel and sanitary napkin disposal receptacles.

     Insert toilet tissue, paper towels, and hand soap dispensers.
     Materials to be furnished by Landlord at Tenant's expense.

     Sweep and mop all flooring.

     Dust exterior of light fixtures quarterly.

                                       67
<PAGE>

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

     High Dusting Public Areas.

     High dusting of walls, ledges, fixtures, vents, etc., not reached in
     the normal nightly cleaning operation, to be done quarterly.


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

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


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

     Remove all ordinary dry rubbish and paper only from the office premises of
     the Demised Premises daily, Monday through Friday, holidays excepted.

                                       68
<PAGE>

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

                                  Definitions

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


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


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


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


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


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


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

                                       69
<PAGE>

          (h)  Reference to termination of this lease includes expiration or
                            -------------------------
earlier termination of the term of this lease or cancellation of this lease
pursuant to any of provisions of this lease or to law. Upon a termination of
this lease, the term and estate granted by this lease shall end at noon of the
date of termination as if such date were the date of expiration of the term of
this lease and neither party shall have any further obligation or liability to
the other after such termination (i) except as shall be expressly provided for
in this lease, or (ii) except for such obligation as by its nature or under the
circumstances can only be, or by the provisions of this lease, may be performed
after such termination, and, in any event, unless expressly otherwise provided
in this lease, any liability for a payment which shall have accrued to or with
respect to any period ending at the time of termination shall survive the
termination of this lease.


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


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

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

                                       70