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                                                                   Exhibit 10.12

                               KENVIC ASSOCIATES,

                                                LANDLORD

                                      AND

                             INSTINET CORPORATION,

                                                TENANT

                             ---------------------
                                     LEASE
                             ---------------------

                                                       DATED: November 19, 1992

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                                TABLE OF CONTENTS

Article                                                                     Page
-------                                                                     ----

 1 Premises                                                                    1

 2 Term                                                                        1

 3 Rent                                                                        1

 4 Completion and Occupancy of Premises                                        2

 5 Use                                                                         3

 6 Tax Payments                                                                4

 7 Escalation                                                                  6

 8 Insurance                                                                  11

 9 Compliance with Laws                                                       13

10 Improvements; Tenant's Property                                            14

11 Repairs                                                                    18

12 Heating, Ventilation and Air Conditioning                                  19

13 Electricity                                                                21

14 Cleaning and Other Services                                                22

15 Damage to or Destruction of the Premises                                   24

16 Eminent Domain                                                             25

17 Conditions of Limitation                                                   27

18 Re-entry by Landlord; Remedies                                             29

19 Curing Tenant's Defaults; Fees and Expenses                                32

20 Non-Liability and Indemnification                                          32

21 Surrender                                                                  33

22 Assignment, Mortgaging and Subletting                                      34

23 Subordination and Attornment; Non-Disturbance                              41

24 Access; Change in Facilities                                               43

25 Inability to Perform                                                       44

26 Waiver                                                                     44

27 No Other Waiver                                                            45

28 Arbitration                                                                45

29 Quiet Enjoyment                                                            46

30 Rules and Regulations                                                      46

31 Building Name; Building Directory                                          47

32 Shoring; No Dedication; Hoist                                              47

33 Notice of Accidents                                                        48
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Article                                                                     Page
-------                                                                     ----

34 Hazardous Substances                                                       48

35 Brokerage                                                                  49

36 Letter of Credit                                                           49

37 Window Cleaning                                                            50

38 Consents                                                                   51

39 Notices                                                                    51

40 Definitions; Construction of Terms                                         52

41 Estoppel Certificate; Memorandum                                           55

42 Parties Bound                                                              56

43 Extension Option                                                           57

44 Limited Renewal Option                                                     58

45 Limited Expansion Option                                                   60

46 Third Floor Option and Limited Right of First Refusal                      62

47 Right of First Offering                                                    64

48 Entire Agreement; No Other Representations; Governing Law                  66

Exhibits
--------

A Land

B Floor Plan

C Work Letter

D Cleaning Standards

E Rules and Regulations

F Subordination Non Disturbance and Attornment Agreement

G Letter of Credit

H Approved Contractors

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            LEASE, dated as of November 19, 1992, between KENVIC ASSOCIATES,
having an office at 875 Third Avenue, New York, New York 10022 ("Landlord"), and
INSTINET CORPORATION, a Delaware corporation having an office at 757 Third
Avenue, New York, New York 10017. ("Tenant").

                              W I T N E S S E T H:

            Landlord and Tenant hereby covenant and agree as follows:

                                    ARTICLE 1

                                    Premises

            Section 1.01. Landlord hereby leases to Tenant, and Tenant hereby
hires from Landlord, the premises hereinafter described ("Premises") in the
building ("Building") on the land located at the intersection of the easterly
side of Third Avenue and the northerly side of 52nd Street, New York, New York,
and more particularly described in Exhibit A ("Land"), in the Borough of
Manhattan, City and State of New York, for a Term hereinafter stated, for the
rents hereinafter reserved, and upon and subject to the terms of this Lease.


            Section 1.02. The Premises consist of 58,000 rentable square feet on
the entire twenty-eighth (28th) and twenty-ninth (29th) floors in the Building,
substantially as shown on the floor plan annexed hereto as Exhibit B and made a
part hereof, together with all Building Equipment, improvements and
appurtenances which, at the commencement of this Lease or at anytime during the
Term, are attached thereto or installed therein. Floor references are to floor
numbers; there is no floor designated as the 13th floor.


            Section 1.03. The definitions of certain terms used in this Lease
are set forth in Section 40.01 and in various other Sections of this Lease.

                                    ARTICLE 2

                                      Term


            Section 2.01. The Premises are leased for a term ("Term") which
shall commence on the date hereof ("Commencement Date") and shall end on March
31, 2003 ("Expiration Date") unless the Term shall terminate sooner pursuant to
any of the terms of this Lease or pursuant to law.


                                    ARTICLE 3

                                      Rent

            Section 3.01. A. Tenant shall pay to Landlord, without notice or
demand, in lawful money of the United States of America, by check drawn on a
bank which is a member of the New York Clearinghouse Association, at the office
of the Landlord or at such other place as Landlord may designate, the following
rental:

            (1) From the Commencement Date until the Rent Commencement Date (as
      hereinafter defined) there shall be no rent due.

            (2) From and after the earlier of (a) April 1, 1993 or (b) the date
      Tenant or anyone claiming by, under or through Tenant first shall occupy
      any part of the Premises for any purposes other than solely to prepare the
      same for Tenant's initial occupancy (the "Rent Commencement Date") an
      annual fixed rent ("Fixed Rent") of One Million Six Hundred Forty Seven
      Thousand Two Hundred Dollars ($1,647,200), per annum

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      payable in equal monthly installments in advance on the first day of each
      and every month

            (3) From April 1, 1998 through the Last year of the Term until the
      Expiration Date of March 31, 2003, a Fixed Rent of One Million Eight
      Hundred Seventy Nine Thousand Two Hundred Dollars ($1,879,200), per annum
      payable in equal monthly installments in advance on the first day of each
      month.

            (4) additional rent ("Additional Rent") consisting of all other sums
      of money which become due from and payable by Tenant hereunder (for
      default in the payment of which Landlord shall have the same remedies as
      for a default in the payment of Fixed Rent).

If Tenant shall fail to pay any installment of Fixed Rent or any payment of
Additional Rent for a period of five business (5) days after such installment or
payment shall become due, Tenant shall pay a late charge of $100 and interest on
such Fixed Rent or Additional Rent at the Interest Rate, from the date when such
installment or payment became due to the date of payment thereof, which late
charge and interest shall be deemed Additional Rent.

            B. There shall be no abatement of, deduction from, reduction of, or
counterclaim or setoff against any rental unless otherwise specifically and
expressly permitted in this Lease. The term "Rent," "rent" or "rental," as used
in this Lease, shall include Fixed Rent and Additional Rent.

            Section 3.02. Provided that Tenant is not in default beyond any
applicable notice and grace period in payment of Fixed Rent, Tenant shall have a
free rent concession as to the Fixed Rent payable hereunder (i) for the first
two (2) months and nineteen (19) days from and after April 1, 1993 until June
19, 1993 (ii) for the first six (6) month period from and after April 1, 1996
and (iii) for the first six (6) month period from and after April 1, 1997, for a
total free rent concession of fourteen (14) months and nineteen (19) days in the
aggregate (the "Free Rent Concession Period") so that Tenant may occupy the
Premises free of Fixed Rent for the Free Rent Concession Period, provided,
however, that Tenant shall be obligated to pay all Additional Rent during such
period, including, but not limited to, Additional Rent payable pursuant to
Articles 6 and 7 and electricity charges pursuant to Article 13.

            Section 3.03. If any of the rental payable under the terms of this
Lease shall be uncollectible, reduced or required to be refunded because of any
Legal Requirement, Tenant shall enter into such agreements and take such other
steps (without additional expense to Tenant) as Landlord may request to enable
Landlord to collect the maximum rents which, from time to time, during the
continuance of such Legal Requirement may be legally permissible (but not in
excess of the rentals then reserved under this Lease). Upon the termination of
such Legal Requirement, (a) the rent shall become and thereafter be payable in
accordance with the amounts reserved herein for the periods following such
termination and (b) Tenant promptly shall pay in full to Landlord, unless
expressly prohibited by law, an amount equal to (i) the rentals which would have
been paid pursuant to this Lease but for such Legal Requirement less (ii) the
rentals paid by Tenant during the period such Legal Requirement was in effect.

                                    ARTICLE 4

                    Completion and occupancy of the Premises

            Section 4.01. Tenant has inspected the Premises and acknowledges
that the Premises is in good order and repair and accepts the Premises for
occupancy (including any mechanical/electrical equipment, wherever located) in
its present


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condition "AS IS" on the date hereof except as otherwise expressly provided
herein. Tenant shall perform all work to prepare the Premises for its occupancy
in accordance with the Work Letter attached hereto as Exhibit C which is
incorporated herein by reference. Landlord shall have no obligation whatsoever
to perform any work in or for the Premises to prepare same for the occupancy by
Tenant, except that to the extent that Landlord's representations relating to
the physical condition of the Premises are untrue, Landlord shall promptly, at
its sole cost, cure any condition resulting from such misrepresentation.


                                    ARTICLE 5

                                       Use

            Section 5.01. Tenant shall use and occupy the Premises for executive
and administrative offices in connection with the operation of a securities,
commodities and financial investment trading facility and a computer and
information distribution facility and for no other purpose. Tenant shall not use
or occupy or suffer or permit the use or occupancy of any part of the Premises
in any manner which in Landlord's reasonable judgment would materially adversely
affect (i) the use or enjoyment of any part of the Building by any other tenant
or occupant or (ii) the appearance, character or reputation of the Building as a
first-class building with offices and stores. The statement as to the nature of
the Tenant's use of the Premises shall not constitute a representation or
guaranty by Landlord that such use is lawful or permissible under any
certificate of occupancy issued for the Premises or the Building or is otherwise
permitted by law.

            Section 5.02. The use of the Premises for the purposes specified in
Section 5.01 shall not include:

            (a) the sale of any products kept in the Premises, or the
      preparation or sale of beverages, candy, food for other than employees and
      business invitees, cigarettes, cigars, marijuana, tobacco, or the
      operation of a newsstand;

            (b) the rendition of medical, psychological, or therapeutic
      services, except that Tenant shall have the right to render such services
      for Tenant's own employees;

            (c) the conduct of an auction other than for securities, commodities
      and financial instruments;

            (d) the conduct of any gambling activities, or any political
      activities, or of an employment agency;

            (e) offices of a governmental agency, including an autonomous
      governmental corporation or any entity raving governmental immunity, or a
      diplomatic or trade mission; or

            (f) in any manner prohibited by the Rules and Regulations attached
      hereto as Exhibit E.


            Section 5.03. Tenant shall not use, occupy, suffer or permit the
Premises or any part thereof to be used is any manner, or suffer or permit
anything to be brought into or kept therein, which would, (a) cause, or be
likely to cause, injury or damage to the Building or to any Building Equipment
on the Premises, (b) constitute a public or private nuisance, (c) violate the
certificate of occupancy for the Premises, (d) emit objectionable noise, fumes,
vibrations, heat, chilled air, vapors or odors into or from the Building or the
Building Equipment, or (e) materially impair or interfere with any of the
Building services, including the furnishing of electrical energy, or the proper
and economical cleaning, heating, ventilating, air conditioning or other
servicing of the Building, Building Equipment or the Premises.



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            Section 5.04. 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 or occupancy of the Premises and if failure to secure such
license or permit would in any way materially and adversely affect Landlord or
the Building, then Tenant, at its expense, shall procure and thereafter maintain
such license or permit and submit the same to Landlord for inspection. Tenant
shall comply with the terms and conditions of each such license and/or permit.

            Section 5.05. Tenant shall not place a load upon any floor that
exceeds the floor load of fifty (50) pounds per square foot except that if
Tenant wishes to place any safes or vaults, or the UPS, generator or additional
chiller, in the Premises on the roof and such loads would exceed fifty (50)
pounds per square foot, Tenant may do so at its own expense after giving prior
notice to Landlord, but Landlord reserves the right reasonably to prescribe
their weight and position and Tenant will hire a structural engineer to advise
Tenant and present a written report with respect thereto to Landlord and Tenant
shall, at its sole expense, install such reinforcement to the Building as may be
indicated by such report as necessary in connection with such loads. Business
machines and mechanical equipment in the Premises shall be placed and maintained
by Tenant, at Tenant's sole expense, in such manner as shall be sufficient to
prevent material vibration, noise, chilling, heating, material annoyance and
material inconvenience to Landlord and other tenants.

            Section 5.06. Tenant may install, maintain, and/or operate in the
Premises telephone interconnect systems and data processing, teletype and other
business machines customarily used in its operation; provided that such
installation, maintenance and operation shall comply with all of the provisions
of this Lease.

                                    ARTICLE 6

                                  Tax Payments

            Section 6.01. Tenant shall pay to Landlord, as Additional Rent, tax
escalation ("Tax Escalation") in accordance with this Article:

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

                  (i) The term "Base Tax" shall mean the Real Estate Taxes for
            the 1993/1994 Tax Year.

                  (ii) The term "Real Property" shall mean the Land (including
            both Parcels I and II described in Exhibit A which Tenant
            acknowledges constitutes a merged tax lot), the Building, all
            Improvements and all easements, air rights, development or zoning
            rights over other real property in the vicinity of the Building.

                  (iii) The term "Tax Year" shall mean each New York City real
            estate tax year commencing on July 1st and expiring on June 30th in
            which any portion of the Term shall fall. If the present 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 and special or other assessments levied, assessed or imposed
            it any time by any governmental authority upon or against the Real
            Property or any part thereof. If, due to a change in the method of
            taxation or in the taxing authority, any tax or


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      assessment is levied, assessed, or imposed at any time by any governmental
      authority in connection with the receipt of income or rents from the Real
      Property, or a franchise, income, value added, use, transit, profit, or
      other tax or governmental imposition, however designated, shall be levied
      against Landlord or any owner of the Real Property in substitution in
      whole or in part for the Real Estate Taxes, then such franchise, income,
      value added, use, transit, profit, or other tax, assessment or
      governmental imposition shall be deemed to be included within the
      definition of Real Estate Taxes for the purposes hereof. If there are any
      special assessment which are payable over a period of time extending
      beyond the Term, only a pro rata portion thereof, covering the portion of
      the Term unexpired at the time or the imposition of such assessment, shall
      be included in Real Estate Taxes. If, by law, any assessment may be paid
      in installments, then, for the purposes hereof, (a) such assessment shall
      be deemed to have been payable in the maximum number of installments
      permitted by law without penalty, and (b) there shall be included in Real
      Estate Taxes for each Tax Year in which such installments may be paid the
      installments of such assessment so becoming payable during such Tax Year,
      together with interest payable on such assessment during such Tax Year.

            (v) The term "Tenant's Share," for purposes of this Lease, shall
      mean 8.7% provided, however, that if Landlord enters into a lease with an
      unrelated outside third party for the sixth (6th) floor and said floor is
      not used by Landlord or any affiliate or related entity of Landlord then,
      when the tenant under said new lease commences payment of Tax Escalation
      and Building Expense Escalation, Tenant's Share shall to reduced to 8.6%,
      provided, further, that if the size of the Building and the useable square
      foot area thereof shall be increased as a direct result solely of an
      expansion by constructing additional office space or retail selling space
      or if the square foot area of the Building shall be decreased or reduced
      arising from any casualty, condemnation or other reason then the Tenant's
      Share shall be adjusted accordingly and recomputed by Landlord.

                  (b) In the event that the Real Estate Taxes assessed for any
Tax Year commencing after the 1993/1994 fiscal Tax Year shall exceed the Base
Tax, Tenant shall pay as Tax Escalation to Landlord, as Additional Rent for such
Tax Year, an amount equal to Tenant's Share of the excess. Before or after the
start of each Tax Year, Landlord shall furnish to Tenant a statement of Tenant's
Share of Real Estate Tax Escalation payable for such Tax Year. If the Real
Estate Taxes for such Tax Year exceed the Base Tax, Tenant shall pay as
Additional Rent an amount equal to Tenant's Share of such excess within twenty
(20) days after Landlord sends to Tenant the Tax Statement for such Tax Year,
but no event shall such amount be due prior to the commencement of such Tax
Year. Notwithstanding the foregoing, Landlord may elect to bill Tenant for
Tenant's Share of the Real Estate Tax Escalation due for each calendar half so
that landlord will furnish the Statements to Tenant each six (6) months. In the
event the Real Estate Taxes for the Tax Year increase subsequent to sending a
statement, Landlord may send a revised statement to Tenant at any time during
any Tax Year, and an appropriate adjustment will be made. Any amount by which
such aggregate installments exceed Tenant's Share of the Real Estate Tax
Escalation for such Tax Year shall be refunded to Tenant within thirty (30)
days.

            Section 6.02. If, after Tenant small have made a payment of
Additional Rent under this Article, Landlord shall receive a refund of any
portion of the Real Estate Taxes payable for any Tax Year on which such payment
of Additional Rent shall have been


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based, as a result of a reduction of such Real Estate Taxes by final
determination of an application, legal proceeding, settlement, or otherwise,
Landlord shall, within twenty (20) days after receiving the refund, pay Tenant's
Share of the refund to Tenant after deducting therefrom Tenant's Share of all
reasonable legal fees, expert fees, court costs and all expenses paid to and
fees incurred from third parties in connection with obtaining such refund
(prorated for any partial year if appropriate). Nothing herein shall be deemed
to obligate Landlord and/or any Paramount Lessor or Paramount Mortgagee to seek
a reduction in Real Estate Taxes or assessed valuation of the Real Property.

            Section 6.03. Each annual statement (or amendment thereof) of the
Tax Escalation to be furnished by Landlord as provided above shall constitute a
final determination as between Landlord and Tenant of the Tax Escalation for the
period represented thereby unless Tenant shall, within two (2) years after it is
furnished, give a notice to Landlord that it disputes the accuracy or
appropriateness thereof, which notice shall specify the particular respects in
which the statement is inaccurate or inappropriate. Pending the resolution of
such dispute, Tenant shall pay Tax Escalation to Landlord in accordance with the
statement furnished by Landlord. Upon written request by Tenant, Landlord shall
furnish to Tenant together with any Tax Statement a copy of the applicable tax
bill.

            Section 6.04. In no event shall the Fixed Rent under this Lease be
reduced by virtue of this Article.

            Section 6.05. Upon the date of any expiration or termination of this
Lease (except termination because of Tenant's default), whether the same be the
date hereinabove set forth for the Expiration Date or any prior or subsequent
date, Tenant's Share of Real Estate Tax Escalation for such Tax Year shall be
prorated for the number of days of the Term within such Tax Year and, to the
extent not theretofore already paid, shall be immediately payable, subject to
adjustment at the end of such Tax Year as above provided.

            Section 6.06. Landlord's and Tenant's obligation to make the
adjustments referred to in this Article and Article 7 shall survive any
expiration or termination of this Lease.

            Section 6.07. If Landlord fails to give Tenant a statement for a Tax
Escalation for more than three (3) years from the period to which it relates
then Tenant shall not be required to pay such Tax Escalation, provided, however,
that any delay or failure by the City or any governmental authority in billing
any Real Estate Taxes shall not constitute a waiver of, or in any way impair the
continuing obligation of Tenant to pay, such Tax Escalation hereunder.

                                    ARTICLE 7

                                   Escalation

            Section 7.01. (a) Tenant shall pay to Landlord, as Additional Rent,
operating expense escalation in accordance with the provisions of this Article.

            (b) Definitions: For the purpose of this Lease:

            (i) The term "Expense Year" shall mean a full calendar year.

            (ii) The term "Tenant's Share" shall mean the percentage set forth
      in Section 6.01(a)(v).

          Section 7.02. "Building Expense Escalation":


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            (a) Definitions:

            (i) The term "Expense Base" shall mean the average of the Expenses
      for the 1993 and 1994 Calendar Years.

            (ii) The term "Expenses" shall mean the total of all the costs and
      expenses incurred or borne by Landlord with respect to the operation and
      maintenance of the Real Property and the services provided tenants
      thereof, including, but not limited to, the costs and expenses incurred
      for and with respect to: cleaning and window washing (interior and
      exterior) of the Building by contract or otherwise; steam and any other
      fuel; water rates and sewer rents; air conditioning, ventilation and
      heating; metal, elevator and elevator cab, escalator, lobby, and atrium
      and plaza maintenance; equipment, services and personnel for protection
      and security; lobby decoration and interior and exterior landscape
      maintenance; sprinkler maintenance and alarm service; maintenance,
      repairs, replacements, and improvements which are appropriate for the
      continued operation of the Building as a first-class building; rental (or
      depreciation) of equipment used in cleaning and maintenance; painting and
      decoration of non-tenant areas; fire, extended coverage, special extended
      coverage, owner's protective, and other casualty coverage, boiler and
      machinery, sprinkler, apparatus, public liability and umbrella liability
      and property damage, rent or rental value and plate glass insurance and
      any other insurance which Landlord may deem necessary; supplies; wages,
      salaries, disability benefits, pensions, hospitalization, retirement
      plans, and group insurance and other indirect expenses respecting
      employees of the Landlord and Landlord's contractors up to and including
      the grade of building manager; uniforms and working clothes for such
      employees and the cleaning thereof; expenses imposed on the Landlord
      pursuant to Legal Requirements or to any collective bargaining agreement
      with respect to such employees; "Landlord's electrical consultant"
      (hereinafter defined); workmen's compensation insurance, payroll, social
      security, unemployment, and other similar taxes with respect to such
      employees; the cost for a bookkeeper and for an accountant; telephone and
      other Building office expenses; professional and consulting fees,
      including legal and auditing fees; association fees or dues; computer
      time; the expenses, including payments to attorneys, experts and
      appraisers, incurred by Landlord in connection with any application,
      proceeding or settlement wherein Landlord obtains or seeks to obtain
      reduction or refund of the Real Estate Taxes payable or paid upon or
      against the Real Property, except that Landlord will not charge Tenant for
      such attorneys fees if Landlord has already deducted such legal fees from
      the tax refund paid to Tenant pursuant to Section 6.02 and an annual fee
      for management of the Building in the sum of $250,000. Said management fee
      shall be increased for each Expense Year, by adding to $250,000 an amount
      equal to the product of $250,000 and the percentage of increase in the
      Expenses for such Expense Year over the Base Expense, both exclusive of
      such management fees.

            (iii) intentionally omitted.

            (iv) Expenses shall exclude or have deducted from them, as the case
      may be, and as shall be appropriate:


                  (1) Building Electricity Costs, which are separately adjusted
            in Section 7.03 hereof;


                  (2) leasing commissions;

                  (3) executives' salaries above the grade of


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<PAGE>   11

            building manager;

                  (4) expenditures for capital improvements except (a) those
            which under generally accepted accounting principles are expensed or
            regarded as deferred costs, (b) capital expenditures or expenses for
            equipment designed to result in savings or reduction of Expenses
            (e.g., energy saving devices), and (c) capital expenditures required
            by law, in any of which cases the cost thereof shall be included in
            Expenses for the Expense Year in which the costs are incurred and
            subsequent Expense Years, on a straight line basis, to the extent
            that such items are depreciated over an appropriate period in
            accordance with Internal Revenue Service depreciation schedules,
            with an interest factor equal to the Interest Rate at the time of
            Landlord's having incurred said expenditure. If Landlord shall lease
            any such item of capital equipment designed to result in savings or
            reductions in Expenses, then the rentals and other costs paid
            pursuant to such leasing shall be included in Expenses for the
            Expense Year in which they are incurred;

                  (5) cost of repairs or replacements incurred by reason of fire
            or other casualty or by the exercise of the right of eminent domain,
            to the extent to which Landlord is compensated therefor through
            proceeds of insurance or a condemnation award;

                  (6) advertising and promotional expenditures;

                  (7) legal fees incurred in disputes with tenants and legal and
            auditing fees, other than legal and auditing fees reasonably
            incurred (a) in connection with the maintenance and operation of the
            Real Property or (b) in connection with the preparation of
            statements required pursuant to Additional Rent or lease escalation
            provisions; and

                  (8) costs incurred in performing work or furnishing services
            to or for individual tenants (including Tenant) other than work or
            services of a kind and scope which Landlord would be obligated to
            furnish Tenant without charge if such work were required in the
            Premises.

                        (b) If, during all or part of any Expense Year
      (including an Expense Base year), Landlord shall not furnish any
      particular item(s) of work or service (which would constitute an Expense
      hereunder) to portions of the Building, due to the fact that such portions
      are not occupied or leased, or because such item(s) of work or service is
      not required or desired by the tenant of such portion, or such tenant is
      itself obtaining and providing such item(s) of work or service, then, for
      the purposes of computing the Additional Rent payable hereunder, the
      amount of such item(s) included in Expenses for such period shall be
      increased by an amount equal to the additional operating and maintenance
      expenses which would reasonably have been incurred during such period by
      Landlord if it had at its own expense furnished such item(s) of work or
      service to such portion of the Building.

            (c) (i) If the Expenses for any Expense Year shall be greater than
the Expense Base, Tenant shall pay to Landlord, as Additional Rent for such
Expense Year, in the manner hereinafter provided, an amount equal to Tenant's
Share of the excess of the Expenses for such Expense Year over the Expense Base
(such amount being hereinafter called the "Expense Payment").


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<PAGE>   12

            (ii) Landlord shall, prior to or following the commencement of each
Expense Year, deliver to Tenant a statement of the projected Expenses for such
Expense Year, and Tenant shall pay on the first day of each month during such
Expense Year as Additional Rent, together with payment of Fixed Rent, an
"Estimated Expense Payment," which shall be equal to one-twelfth (1/12th) of
Tenant's Share of the amount by which such projected Expenses exceed the Base
Expense. At any time during any Expense Year, Landlord may deliver a revised
statement of projected Expenses to reflect, if Landlord can reasonably so
estimate, known increases in rates for the current Expense Year applicable to
the categories involved in computing Expenses and thereafter Tenant's monthly
Estimated Expense Payment shall be adjusted accordingly. If Tenant overpays,
Landlord shall apply the credit against the next monthly payments, except that
any overpayment owing Tenant at the end of the Lease shall be paid to Tenant
within twenty (20) days.

            (iii) To the extent that at the time of furnishing of any statement
of projected Expenses the aggregate monthly payments made during the preceding
months of the Expense Year in question are less than the amount which would have
been paid if the installment required pursuant to such statement had been made
for such preceding months, the deficiency shall be due and payable in full as
Additional Rent within twenty (20) days after the furnishing of such statement.

            (iv) Following the expiration of each Expense Year, Landlord shall
submit to Tenant an "Expense Statement" prepared by Landlord, setting forth the
Expenses for the preceding Expense Year and the Expense Payment, if any, due to
Landlord from Tenant for such Expense Year. In the event Tenant's Expense
Payment shall be greater than or less than respectively the aggregate of
Tenant's Estimated Expense Payments for such Expense Year, then within twenty
(20) days after receipt of such Expense Statement Tenant shall make payment of
any unpaid portions of its Expense Payment as Additional Rent. Any excess paid
by Tenant shall be, at Landlord's option, either refunded to Tenant or credited
against the payment(s) of Estimated Expense Payment next coming due, and at the
end of the Term of this Lease any excess paid by Tenant will be refunded to
Tenant within twenty (20) days and this obligation shall survive the expiration
of the Term of this Lease.

            (v) Until a new statement of projected Expenses is rendered,
Tenant's Estimated Expense Payment for any Expense Year shall be deemed to be
one-twelfth (1/12th) of the total Expense Payment for the preceding Expense
Year.

            (d) Tenant acknowledges and understands that cleaning in and for the
Real Property, including, but not limited to, interior and exterior window
washing, may be done by a cleaning contractor which is an entity under common
control with Landlord, and that Landlord may, from time to time, designate a
different cleaning contractor to do such work and such charges will be
comparable to those paid to third party contractors at other first class office
buildings in the City of New York.

            Section 7.03. Building Electricity Costs: Tenant shall pay to
Landlord, as Additional Rent, Tenant's Share of Building Electricity Costs in
accordance with the following:

            (a) For the purposes of this Lease, the term "Building Electricity
      Costs" shall mean all monthly costs and expenses incurred or borne by
      Landlord with respect to all electricity purchased for the Building. There
      shall be excluded or deducted from Building Electricity Costs (i) any cost
      or expense incurred or borne by Landlord for electricity furnished to a
      tenant for consumption in such tenant's space and (ii) one portion of
      overtime heating,


                                     - 9 -
<PAGE>   13

      ventilating and air conditioning charges for such service furnished to a
      tenant which is allocable to electricity consumed in furnishing such
      service.

            (b) For each month during the Term of this Lease, Tenant shall pay
      to Landlord an amount equal to Tenant's Share of Building Electricity
      Costs. With each demand for such payment, Landlord shall furnish to Tenant
      a statement as to Building Electricity Costs ("Electricity Statement").
      Within twenty (20) days after receipt of any Electricity Statement, Tenant
      shall make payment of Tenant's Share thereof to Landlord within twenty
      (20) days of demand by Landlord.

            (c) If, during all or any part of the Term of this Lease, the amount
      of Building Electricity Costs is diminished due to the fact that portions
      of the Building are not occupied or leased, then, for the purposes of
      computing the Building Electricity Costs for such period of time, the
      amount of the Building Electricity Costs shall be increased by an amount
      equal to the cost (considering demand and consumption) for the additional
      electricity which would reasonably have been purchased by Landlord for the
      Building during such period as if such portions of the Building had been
      occupied or leased.

            (d) The Electricity Statements as to Tenant's Share of Building
      Electricity Costs furnished by Landlord as provided above shall be
      prepared by Landlord, and any estimates or allocations needed for the
      computation of Building Electricity Costs shall be determined for Landlord
      by an electrical consultant selected by Landlord ("Landlord's electrical
      consultant") which estimate or allocations and the resultant computation
      of Building Electricity Costs shall be binding and conclusive upon
      Landlord and Tenant.

            Section 7.04. (a) The Statements to be furnished by Landlord as
provided in Sections 7.01, 7.02 and 7.03 shall be prepared by Landlord.

            (b) The Expense Statements and the Electricity Statements furnished
to Tenant shall constitute a final determination as between Landlord and Tenant
of the Expenses for the periods represented thereby, unless Tenant, within two
(2) years after they are furnished, shall give a notice to Landlord that
disputes the accuracy or appropriateness of any of same. Pending the resolution
of such dispute, Tenant shall pay the Estimated Expense Payments and Building
Electricity Costs to Landlord in accordance with the statements of projected
Expenses furnished by Landlord. Tenant shall have the right, during reasonable
business hours and upon not less than twenty (20) business days' prior written
notice to Landlord, to examine by Tenant itself or through an agent Landlord's
books and records with respect to any Statement, provided such examination is
commenced within two (2) years after the Expense Statement or the Electricity
Statement is furnished and concluded within thirty (30) days after Tenant is
given access to examine Landlord's books and records and provided with all
reasonably necessary information. Landlord shall maintain such books and records
for such period to permit Tenant to examine same and resolve any dispute.

            Any such dispute as to any Expense statement or Electric Statement
shall be resolved by arbitration in accordance with the provisions of Article 28
hereof, which arbitration shall be in accordance with the then obtaining
procedures of the American Arbitration Association, or any successor
organization, in New York. Until the final determination to such arbitration is
made, the Expense Statement or Electric Statement shall be binding upon Tenant
and the Additional Rent required thereby shall be paid by Tenant to Landlord
without offset, counterclaim or deduction.


                                     - 10 -
<PAGE>   14

            (c) In no event shall the Fixed Rent under this Lease be reduced by
virtue of this Article.

            (d) If the date of expiration or termination of this Lease (except
for termination for Tenant's default), whether or not same is the Expiration
Date or another date prior or subsequent thereto, is not the last day of an
Expense Year then the Expense Payment and if not the first or last day of a
calendar month Tenant's share of Building Electricity Costs shall be prorated
based upon the number of days of the applicable Expense Year (or as to Building
Electricity Costs) within the Term. With respect to the year in which the Term
expires or terminates such pro rata portion shall become immediately due and
payable by Tenant to Landlord, if it has not theretofore already been paid, and
Landlord, as soon as reasonably practicable, shall cause the annual statements
of the Expenses for that Expense Year to and Building Electricity Costs for such
calendar month be prepared and furnished to Tenant. Landlord and Tenant
thereupon shall make appropriate adjustments of all amounts then owing.

            (e) Any delay or failure of Landlord in billing any Expense Payment
shall not constitute a waiver or in any way impair the continuing obligation of
Tenant to pay same, provided, that (i) Landlord shall not delay in billing and
Expense Payment (other than Building Electricity Costs) for more than three (3)
years and (ii) if Landlord fails to give Tenant a statement for Building
Electricity Costs for more than three (3) years then Tenant shall not be
required to pay such Building Electricity Costs, provided, however, that any
delay or failure by Con Edison or any other public utility company in billing
electricity or any other electric cost shall not constitute a waiver of, or in
any way impair the continuing obligation of Tenant, to pay such Building
Electricity Cost hereunder.

                                    ARTICLE 8

                                    Insurance

            Section 8.01. Tenant shall not do, suffer or permit anything to be
done in or about the Premises or the Building which would: (a) subject Landlord
to any liability for injury to any person or property, (b) result in the
cancellation of, or the assertion of any defense by any Insurer to any claim
under, any policy of insurance maintained by or for the benefit of Landlord.
Notwithstanding the foregoing, Landlord acknowledges that Tenant shall have the
right to have a UPS, generator and supplemental air conditioning system and such
use shall not constitute a breach of this Lease notwithstanding that insurance
rates are increased as a result thereof. In the event that Tenant shall, by
reason of its use or occupancy of the Premises make unavailable at standard
rates from any insurance company authorized to do business in New York any fire
insurance with extended coverage or liability, elevator, umbrella or other
insurance tenant shall pay the increased premium therefor within twenty (20)
days of notice thereof.

            Section 8.02. If, by reason of any act or omission on the part of
Tenant, whether or not Landlord has consented to the same, the premiums for
fire, rent or any other type of insurance maintained by Landlord or any other
tenant in the Building or of the Building Equipment or other property of
Landlord shall be higher than they otherwise would be, Tenant shall promptly
reimburse Landlord and all such other tenants, for that portion of the premiums
for such insurance paid by Landlord or such other tenants because of such act or
omission on the part of Tenant, which sum shall be Additional Rent and payable
20 days after demand by Landlord. If, due to the occupancy, or Tenant's failure
to occupy, the Premises, any such insurance shall be cancelled by any insurance
carrier, Tenant hereby indemnifies Landlord against


                                     - 11 -
<PAGE>   15

its loss which would have been covered by such insurance.

            Section 8.03. In the event that any dispute should arise concerning
insurance rates, a schedule or "make up" of insurance rates for the Building or
the Premises, issued by the New York Fire Insurance Rating Organization or other
similar body making rates for such fire insurance with extended coverage, shall
be conclusive evidence of the facts therein stated and of the several items and
charges in such rates then applicable to the Building or the Premises.

            Section 8.04. A. Tenant shall obtain and keep in full force and
effect during the Term, at its own cost and expense, to protect Landlord,
Landlord's agents, the Paramount Lessor, the Paramount Mortgagee and Tenant as
insureds (a) Public Liability Insurance to afford protection against any and all
claims for personal injury, death or property damage occurring in, upon,
adjacent to or connected with the Premises, the Real Property or any part
thereof in an amount of not less than $5,000,000 for injury or death arising out
of any one occurrence, and $500,000 for damage to property in respect of one
occurrence or in any increased amount reasonably required by Landlord which is
similar to what is then required under similar leases in first class office
buildings in the City of New York; and (b) insurance against loss or damage by
fire, and such other risks and hazards as are insurable under then available
standard forms of fire insurance policies with extended coverage, to Tenant's
Property for the full insurable value thereof. During such time as Tenant shall
be constructing any Improvements, Tenant shall carry builder's risk insurance,
completed value form, covering all physical loss, in an amount of Ten Million
Dollars ($10,000,000) to protect the Landlord.

            B. All such insurance shall be written in form and substance
reasonably satisfactory to Landlord by an insurance company rated at least A by
Best or a successor rating agency, licensed to do business in New York State.
Upon failure of Tenant to procure, maintain and pay all premiums therefor,
Landlord may, at its option, do so, and Tenant agrees to pay the cost thereof to
Landlord as Additional Rent. Tenant shall cause to be included in all such
insurance policies a provision to the effect that the same will be
non-cancelable and not Permitted to lapse except upon 30 days' prior notice to
Landlord, the Paramount Lessor and the Paramount Mortgagee. On the Commencement
Date the original insurance policies or appropriate certificates shall be
deposited with Landlord. Any renewals, replacements or endorsements thereto
shall also be so deposited. Tenant shall have the right to provide insurance
through blanket policies.

            Section 8.05. Throughout the Term, each party agrees to use its best
efforts to include in each of its insurance policies (insuring the Building and
the Building Equipment, in the case of Landlord, and insuring Tenant's Property
and business interest in the Premises, including business interruption Insurance
in the case of Tenant, against loss, damage or destruction by fire or other
insured casualty) a waiver of the insurer's right of subrogation against the
other party; or if such waiver should be unobtainable or unenforceable an
express agreement that such policy shall not be invalidated if the insured
waives or was waived before the casualty the right of recovery against any party
responsible for a casualty covered by the policy. If such waiver or agreement
shall not be obtainable without additional charge, the insured party shall so
notify the other party promptly and, if the other party shall pay the insurer's
additional charge therefor, such waiver or agreement shall be included in the
policy.

            Section 8.06. So long as Landlord's fire insurance policies include
the waiver of subrogation or agreement to release liability referred to in
Section 8.05, Landlord, to the


                                     - 12 -
<PAGE>   16

extent that such insurance is in force and is collectible, hereby waives (a) any
obligation on the part of Tenant to make repairs to the Premises necessitated or
occasioned by fire or other insured casualty and (b) any right of recovery
against Tenant, any other permitted occupant of the Premises, and any of their
employees or agents, for any loss occasioned by fire or other casualty. In the
event that at any time Landlord's fire insurance carriers shall not include such
waiver or similar provisions in Landlord's policies, the waivers set forth in
the foregoing sentence upon prior notice given by Landlord to Tenant shall be of
no further force or effect.

            Section 8.07. So long as Tenant's fire insurance policies include
the waiver of subrogation or agreement or permission to release liability
referred to in Section 8.05, Tenant, to the extent that such insurance is in
force and collectible, hereby waives, and agrees to cause all other occupants of
the Premises to execute and deliver to Landlord instruments waiving, any right
of recovery against Landlord, the Paramount Lessor and the Paramount Mortgagee
and any of their employees, agents or contractors, for any loss occasioned by
fire or other insured casualty. In the event that at any time Tenant's fire
insurance carriers shall not include such waiver or similar provisions in
Tenant's policies, the waiver set forth in the foregoing sentence, upon prior
notice given by Tenant to Landlord, shall be of no further force or effect with
respect to any insured risks under such policy from and after the giving of such
notice, or in the case such insurer shall not be willing to grant such waiver
for all of the required parties, such waiver shall be of no force or effect with
respect only to the required parties not included in such waiver. During any
period that the foregoing waiver of right of recovery is in effect, Tenant, or
any other occupant of the Premises, shall look solely to the proceeds of such
policies to compensate Tenant or such other occupant for any loss occasioned by
any insured casualty.

            Section 8.08. Except to the extent expressly provided in Section
8.06, nothing contained in this Lease shall relieve Tenant of any liability to
Landlord or to its insurance carriers which Tenant may have under law or the
provisions of this Lease, by reason of any damage to the Premises or the
Building by fire or other casualty.

            Section 8.09. Except as otherwise provided in Section 8.04, nothing
contained in Sections 8.05, 8.06 and 8.07 shall be deemed to impose upon
Landlord or Tenant any duty to procure or maintain any particular kind, amount
or limit of insurance.

            Section 8.10. Landlord shall carry insurance as is required under
any Superior Mortgage but in no event less than the replacement value of the
Building which Landlord shall have the right to review and adjust every three
(3) years.

                                    ARTICLE 9

                              Compliance with Laws

            Section 9.01. Tenant, at its sole cost and expense, shall comply
with all Legal Requirements and all insurance Requirements and give Landlord
prompt notice of any lack of compliance, except that Tenant shall have no
obligation to make any structural alteration of the Premises required solely by
reason of its use thereof for the purposes permitted by Section 5.01 unless said
alteration (a) is necessitated by a condition which has been otherwise created
by, or at the instance of, Tenant, (b) is attributable to the use or manner of
use to which Tenant puts the Premises, other than as expressly permitted by
Section 5.01, (c) is required by reason of a breach of Tenant's obligations
hereunder or (d) is occasioned, in whole or in part,


                                     - 13 -
<PAGE>   17

by any act, omission or negligence of Tenant or any person claiming by, through
or under Tenant, or any of their assignees, subtenants, employees, agents,
contractors, invitees or licensees. Tenant shall pay all costs, expenses, fines,
penalties and damages which may be imposed upon Landlord, the Paramount Lessor
and/or the Paramount Mortgagee by reason of or arising out of Tenant's failure
fully and promptly to comply with the provisions of this section. Where any
structural alteration of the Premises is required by any Legal Requirement or
Insurance Requirement and Tenant is not obligated to make such alteration,
Landlord shall make such alteration at Landlord's cost.

            Section 9.02. Tenant, at its sole cost and expense, after notice to
Landlord, by appropriate proceedings prosecuted diligently and in good faith,
may contest the validity or applicability of any Legal Requirement or insurance
Requirement, provided that: (a) Landlord shall not be subject to civil fines,
quasi-criminal violations, criminal penalty or to prosecution for a crime, nor
shall the Building, or the Land, or any part thereof be subject to being
condemned or vacated, by reason of non-compliance or otherwise by reason of such
contest; (b) before the commencement of such contest, Tenant shall indemnify
Landlord against any cost resulting from or incurred in connection with such
contest or non-compliance; (c) Tenant shall keep Landlord regularly advised in
writing as to the status of such proceedings.

            Section 9.03. Any Improvements made or performed by or on behalf of
Tenant or any person claiming through or under Tenant pursuant to this Article
shall be made in conformity with and subject to the provisions of Article 10.

            Section 9.04. After the execution of this Lease, Landlord shall
perform such work in the interior of the elevator cabs of the Building so that
such elevator cabs are in compliance with the Americans with Disabilities Act,
and Tenant shall have no responsibility for any such work.

                                   ARTICLE 10

                         Improvements; Tenant's Property

            Section 10.01. Subject to this Article, so long as Tenant is not in
default under this Lease, beyond all applicable notice and cure periods, Tenant,
at its sole cost and expense, may make Improvements in the Premises, other than
the Finish Work which Tenant may make pursuant to the Work Letter, (excluding
structural changes which shall be performed only under the supervision of a
structural engineer), provided:

            (a) Tenant's Improvements will not result in a violation of or
      require a change in any certificate of occupancy applicable to the
      Premises;

            (b) The character or outside appearance of the Building, appearance
      of any atrium, color or style of venetian blinds, or rentability of the
      Building or any part thereof shall not be affected in any way, and
      Tenant's Improvements shall not, in the reasonable opinion of Landlord,
      materially weaken or impair (temporarily or permanently) the structure of
      the Premises or the Building upon the completion of the Improvement;

            (c) No part of the Building outside of the Premises shall be
      materially adversely physically affected;

            (d) The proper or economical functioning of the Building


                                     - 14 -
<PAGE>   18

      Equipment and/or Building lobby, in the reasonable opinion of Landlord,
      shall not be materially adversely affected;

            (e) In performing the work involved in making Improvements, Tenant
      shall be bound by and observe all of the terms of this Article;

            (f) Tenant shall not remove from the Premises during business hours
      on business days any materials or debris;

            (g) so long as Landlord shall provide a freight elevator, Tenant
      shall not use the passenger elevators during business hours on business
      days for haulage or removal or make loud noise during business hours in or
      about the Premises;


            (h) Notwithstanding the above, before proceeding with any
      Improvement (except any Improvement which will cost less than $100,000,
      does not involve a structural change and will not affect any Building
      Systems and any changes which do not constitute Improvements which shall
      not require Landlord's consent), Tenant shall submit to Landlord three
      copies of detailed plans and specifications therefor, for Landlord's
      consent which shall not be unreasonably withheld, delayed or conditioned.
      Tenant shall 20 days after demand reimburse Landlord for all reasonable
      out of pocket expenses incurred by Landlord in connection with (i) its
      decision as to whether to approve the proposed Improvements and (ii)
      inspecting the Improvements to determine whether the same are being or
      have been performed in accordance with the approved plans and
      specifications therefor and with all Legal Requirements and Insurance
      Requirements, including the reasonable fees and expenses of any attorney,
      architect and/or engineer employed for such purpose. Any Improvements for
      which consent has been received shall be performed in accordance with the
      approved plans and specifications therefor, and no changes thereto shall
      be made without the prior consent of Landlord, which shall not be
      unreasonably withheld or delayed;


            (i) Tenant shall not be permitted to install and make part of the
      Premises any materials, fixtures (other than trade fixtures) or articles
      which are subject to liens, chattel mortgages or security interests (as
      such term is defined in the Uniform Commercial Code as then in effect in
      New York); and

            (j) No Improvements estimated to cost more than $50,000 shall be
      undertaken (i) except under the supervision of a licensed architect or
      licensed professional engineer reasonably satisfactory to Landlord, (ii)
      except after at least 15 days' prior notice to Landlord. Improvements less
      than $50,000 shall require Tenant to deliver copies of detailed plans and
      specifications prior to commencement of any work.

            Section 10.02. All Improvements shall at all times comply with all
Legal Requirements and Insurance Requirements and all Rules and Regulations and
shall be made at such times and in such manner as Landlord may reasonably from
time to time direct. Tenant, at its expense, shall (a) obtain all necessary
municipal and other governmental permits, authorizations, approvals and
certificates for the commencement and prosecution of such Improvements and for
final approval therein upon completion, (b) deliver three copies thereof to
Landlord and (c) cause all Improvements to be performed in a good and
first-class workmanlike manner, using new materials and equipment (except that
Tenant shall have the right to use the existing glass and doors in the Premises
on the date hereof). Improvements shall be promptly commenced and completed and
shall be performed in such


                                     - 15 -
<PAGE>   19


manner so as not to unreasonably interfere with the occupancy of any other
tenant nor unreasonably delay Landlord or impose any additional expense upon
Landlord in the maintenance, cleaning, repair, safety, management, or security
of the Building (or the Building's Equipment). If any additional expense is
incurred by Landlord, Tenant shall pay such reasonable additional expense as
Additional Rent 20 days after demand. Throughout the performance of
Improvements, Tenant, at its sole cost and expense, shall carry, or cause to be
carried, workmen's compensation insurance covering all persons employed in
connection with the Improvements in statutory limits and general liability
insurance (with completed operations endorsement) for any occurrence in or about
the Real Property in which Landlord, Landlord's agents, the Paramount Lessor and
the Paramount Mortgagee shall be named as parties insured, in the amount as set
forth in Section 8.04. Tenant shall furnish Landlord with an insurance company
rated at least A by Best or a successor agency, satisfactory evidence that such
insurance is in effect before the commencement of its Improvements and, on
request, at reasonable intervals thereafter. Upon completion of the
Improvements, Tenant shall deliver a complete set of "As Built" drawings and
plans to Landlord. During the term of the Lease, Tenant shall have the right to
remove the internal staircase between the 28th and 29th floors, provided, that
Tenant shall at Tenant's option, either (a) prior to the Expiration Date deliver
to Landlord a certified or official bank check drawn on a bank which is a member
of the New York Clearing House Association in the amount of the cost to
re-install said staircase as determined by Landlord based on bids obtained from
unrelated third party contractors or (b) re-install said internal staircase in a
good and workmanlike manner at Tenant's sole cost and expense in which event
Tenant shall order any required steel and other construction materials at least
six (6) months prior to the Expiration Date and shall complete said installation
(including any clean-up work) on or before the date which is sixty (60) days
after the Expiration Date (with time of the essence).


            Section 10.03. Tenant, at its expense, promptly small procure the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Improvements which shall be issued by any public authority having
or asserting jurisdiction.


            Section 10.04. Tenant hereby indemnifies Landlord against liability
for any mechanics' and other liens filed in connection with Improvements or
repairs including the liens of any chattel mortgages, security agreements or
financing statements upon any materials or fixtures other than trade fixtures
installed in and constituting part of the Premises. Tenant, at its expense,
shall procure the discharge of all such liens within 20 days after notice of
filing of any such lien against the Real Property or any part thereof. If Tenant
shall fail to cause any such lien to be discharged within the period aforesaid,
then, in addition to any other right or remedy, Landlord may if Tenant has
failed within the 20 day period, but shall not be obligated to, discharge the
same either by paying the amount claimed to be due or by deposit or bonding
proceedings, and in any such event Landlord shall be entitled, if it elects, to
compel the prosecution of an action for the foreclosure of such lien and to pay
the amount of the judgment in favor of the lien or with interest, costs and
allowances. Any amount so paid by Landlord, and all costs and expenses incurred
by Landlord in connection therewith, shall constitute Additional Rent and shall
be paid 20 days after demand.


            Section 10.05. Only Landlord or persons first approved by Landlord
shall be permitted to act as contractor or HVAC, electric, mechanical or
plumbing contractors for any work to be performed in accordance with this
Article or with Exhibit C. Landlord hereby approves the contractors set forth in
Exhibit H


                                     - 16 -
<PAGE>   20


attached hereto for any work to be performed in accordance with this Article for
a period of one (1) year from the date hereof. Thereafter, Tenant shall have the
right to revise and update such list and submit same to Landlord from time to
time for Landlord's approval, which shall not be unreasonably withheld or
delayed. Each approved contractor shall be deemed so approved for one (1) year
from the date of approval. Any other contractor which shall perform any work
pursuant to this Article and which is not set forth in said list shall be
subject to Landlord's approval, which approval will be given or withheld within
ten (10) business days from the date that Landlord receives Tenant's written
request and if Landlord disapproves of any such contractor for any trade,
Landlord shall together with such disapproval advise Tenant of three (3)
acceptable contractors for such trade. Landlord reserves the right to exclude
from the Building any person attempting to act as construction contractor in
violation of this Article. In the event Tenant shall employ any contractor
permitted by this Section, such contractor or any subcontractor may use the
Building Equipment subject to the provisions of this Lease and the Rules and
Regulations governing construction, Tenant will advise Landlord of the names of
any such contractor or subcontractor Tenant proposes to use in the Premises at
least 15 days prior to the beginning of work by such contractor or
subcontractor.


            Section 10.06. Tenant agrees that it will not at any time prior to
or during the Term, either directly or indirectly, employ or permit the
employment of any contractor, mechanic or laborer, or permit any materials in
the Premises, if the use of such contractor, mechanic or laborer or such
materials would create any difficulty, strike or jurisdictional dispute with
other contractors, mechanics or laborers engaged by Tenant or Landlord or
others, or would in any way disturb the construction, maintenance, cleaning,
repair, management, security or operation of the Building or any part thereof.
In the event of any interference or conflict, Tenant, upon demand of Landlord,
shall cause all contractors, mechanics or laborers, or all materials causing
such interference, difficulty or conflict, to leave or be removed from the
Building immediately.

            Section 10.07. All fixtures, equipment, Improvements and
appurtenances attached to, or built into, the Premises at the commencement of or
during the Term (collectively "Fixtures"), whether or not at the expense of
Tenant, other than Tenant's trade fixtures shall be and remain a part of the
Premises and shall be deemed the property of Landlord as of the date such
Fixtures are completed, or as of the date such Fixtures are attached to or built
into the Premises, and shall not be removed by Tenant, except as expressly
provided in this Lease. The Fixtures shall include all electrical, plumbing,
heating and sprinkling equipment, security systems fixtures, outlets, switches,
public address and/or paging system, venetian blinds, partitions, railings,
gates, doors, vaults (including vault doors), paneling, molding, shelving,
radiator enclosures, cork, rubber, linoleum, wall-to-wall carpeting, acoustical
tiles, special ceilings, composition floors, ventilating, silencing, air
conditioning and cooling equipment, and all fixtures, equipment, improvements
and appurtenances of a similar nature or purpose.

            Section 10.08. No approval of plans or specifications by Landlord,
or consent by Landlord allowing Tenant to make Improvements in the Premises, or
any inspection of improvements made by or for Landlord shall in any way be
deemed to be an agreement by Landlord that the contemplated Improvements comply
with any Legal Requirements or Insurance Requirements or the certificate of
occupancy for the Building nor shall it deemed to be a waiver by Landlord of the
compliance my Tenant with any provision of this Lease. Notice is hereby given
that neither Landlord, Landlord's agents, the Paramount Lessor nor the Paramount
Mortgagee shall be liable for any labor or materials


                                     - 17 -
<PAGE>   21

furnished or to be furnished to Tenant upon credit, and that no mechanic's or
other lien for such labor or materials shall attach to or affect any estate or
interest of the Landlord, the Paramount Lessor or the Paramount Mortgagee in and
to the Real Property.


            Section 10.09. During the Term, Tenant shall keep full and complete
records describing its Improvements costing in excess of twenty five thousand
dollars ($25,000) and of the aggregate cost thereof (including architect's and
engineer's fees and expenses). Tenant shall, within thirty (30) days after
demand by Landlord, furnish to Landlord full and complete copies of such
records.



            Section 10.10. Notwithstanding the foregoing, (a) the approval of
the existing Paramount Mortgagee shall not be required for any Improvements made
for Tenant's initial occupancy of the Premises or the additional period on the
19th floor pursuant to the terms of the Work Letter and (b) the approval of any
Paramount Mortgagee shall not be required for any other Improvement after said
preparation of the Premises for Tenant's initial occupancy unless any of such
Improvements in the aggregate exceed two hundred fifty thousand dollars
($250,000).


                                   ARTICLE 11

                                     Repairs

            Section 11.01. Tenant, at its sole cost and expense, shall take good
care of, and make all interior non-structural repairs to the Premises and
Building Equipment therein. Tenant shall make and be responsible for all
repairs, interior or exterior, structural and otherwise, ordinary or
extraordinary, as and when needed to preserve the Building, the Premises and the
Building Equipment therein in good working order and condition, the need for
which arises out of (a) the performance of or existence of Improvements made by
or at the request of Tenant, (b) the installation, use or operation of Tenant's
Property or Fixtures, (c) the moving of Tenant's Property or Fixtures in or out
of the Building or the Premises, (d) the wrongful acts, omissions, negligence or
misuse of or by Tenant or any or its subtenants or any of its or their
employees, agents, contractors, licensees or invitees or their use or occupancy
of the Premises (except fire or other casualty caused by Tenant's negligence, if
the fire or other casualty insurance policies insuring Landlord are not
invalidated and the rights of Landlord are not adversely affected by this
provision) or (e) Legal Requirements or Insurance Requirements pursuant to the
provisions of Section 9.01. Tenant, at its sole cost and expense, shall promptly
replace or repair scratched, damaged or broken doors and interior glass in and
about the Premises, shall be responsible for all repairs and maintenance of wall
and floor coverings in the Premises (including, without limitation, where Tenant
shall lease an entire floor, the wall, elevator doors and floor coverings in the
elevator lobby). Tenant promptly and at its sole cost and expense, shall make
all repairs in or to the Premises for which it is responsible. All repairs made
by or on behalf of Tenant shall be made in conformity with the provisions of
Article 10 and will be performed in a good and workmanlike manner.

            Section 11.02. Landlord shall operate the Building as a first-class
office building with stores. Landlord shall make all necessary repairs to keep
the Building, including any Building Equipment other than Building Equipment
located in the Premises in good repair, excluding, however, (a) repairs of
Tenant's Property or Improvements made by or at the request of Tenant, not
occasioned by Landlord's act or negligence and (b) repairs which Tenant is
obligated to make pursuant to Section 11.01 and the other provisions of this
Lease. Landlord shall perform all maintenance and make all necessary repairs to
the Base Building air conditioning equipment which cost shall be included in


                                     - 18 -
<PAGE>   22

Expenses under Article 7. Tenant shall have reasonable access to Building
Equipment upon 24 hours' prior notice to Landlord. Nothing contained in this
Section shall require Landlord to paint the Premises. Unless Landlord has actual
knowledge, no liability of Landlord to Tenant, however, shall accrue under this
Section unless and until Tenant has given notice to Landlord of the necessity of
any specific repair for which Landlord has agreed to be responsible under this
Lease, and a reasonably sufficient time has elapsed in which to make such
repair.

                                   ARTICLE 12

                    Heating, Ventilation and Air Conditioning

            Section 12.01. Landlord shall maintain and keep in working repair
the Building air conditioning, heating and ventilating systems servicing the
Premises and furnish and distribute to the Premises sufficient chilled or hot
water as may be necessary to maintain a reasonably comfortable occupancy of the
Premises from 8:00 A.M. to 6:00 P.M. ("business hours"); on business days.
"Business days" as used in this Lease shall mean all days except Saturdays,
Sundays and the days observed by the Federal or the New York State or City
governments as public holidays and such other days as shall be designated, from
time to time, as holidays by the applicable operating engineers union or
building service employees union contract. Tenant agrees to operate the fans,
heating, ventilating and air conditioning equipment servicing the Premises in
accordance with their design criteria unless Legal Requirements shall provide
for any reduction in operations below said design criteria in which case such
equipment shall be operated so as to provide reduced service in accordance
therewith. Building Equipment servicing the Premises shall be subject to
Landlord's control.

            Section 12.02. The Building windows are sealed. If Tenant shall
request heating, ventilating or air conditioning service at any time other than
during business hours on business days ("after hours") then, as long as Tenant
is not in monetary default beyond any applicable notice and grace periods
hereunder, Landlord shall furnish the same upon advance notice from Tenant,
given prior to 2:30 P.M. on any business day, and Tenant shall pay Landlord's
then actual cost therefor as Additional Rent 20 days after demand.

            Section 12.03. Tenant acknowledges that the proposed electrical load
for the Premises exceeds the heat generating specifications for which the
Building's air conditioning system is designed. Tenant may install supplemental
air conditioning as required. Any supplemental air conditioning equipment
(whether existing at the date hereof or installed hereafter) may be operated and
shall be maintained by tenant at its sole cost and expense. Tenant shall
cooperate fully with Landlord at all times and abide by all regulations and
requirements which Landlord may reasonably prescribe for the proper functioning
and protection of the heating, ventilating and air conditioning systems. Any
rearrangement of partitioning after initial installation which interferes with
normal operation of said systems, or the use of computer or data processing
machines or other machines and equipment, may require changes or alterations in
said systems or in the ducts through which the same operate. Any changes so
occasioned shall be made only in accordance with Article 10.


            Section 12.04.A. The Premises has available thirty (30) nominal tons
of supplemental air conditioning capacity. Landlord represents that such
supplemental air conditioning equipment and the related Building Systems shall
be in working order on the date hereof. On the roof of Building is a separate
cooling tower serving only such supplemental system which shall be maintained by
Tenant at Tenant's sole cost and



                                     - 19 -
<PAGE>   23


expense. Tenant may use such cooling tower for any additional supplemental air
conditioning systems tenant may install pursuant to Section 12.04(B). Tenant
shall be solely responsible for the maintenance and operation of all elements of
the supplemental system, including but not limited to the ducting, condenser
water piping and controls and the ceiling-hung air conditioning units into which
said cooling tower connects. Both said supplemental air conditioning capacity
and cooling tower shall be used solely by Tenant during the Term of this Lease.


            B. Landlord herewith grants to Tenant a license to install and
maintain, at Tenant's sole cost and expense, in and on an area of the roof of
the Building at locations selected by Tenant which locations shall be subject to
the reasonable approval of Landlord, equipment to increase the tonnage of
supplemental air conditioning and for two (2) antennas or two (2) dishes,
generator and UPS, to be used by Tenant together with condenser water piping and
controls to connect the equipment to the Premises (which piping and controls
shall be installed, at Tenant's sole cost and expense). All such electric
equipment shall be tied into Tenant's own electric meter, and Tenant shall pay
for the cost of electricity and shall be solely responsible for the operation
and maintenance of such equipment. Landlord reserves the right to require the
relocation by Tenant, at Landlord's expense, of the equipment to another area of
the roof and of the lines to other area(s) of the Building provided that such
relocation does not materially adversely impair the provision of air
conditioning to the Premises or in the case of any antenna disrupt the line of
sight capacity (subject to any new buildings or structures). All work shall be
performed in accordance with Article 10 and installations by Tenant shall be
effected and said equipment shall be operated and maintained by Tenant, in
accordance with all Legal Requirements and Rules and Regulations with respect
thereto. Subject to Landlord's prior reasonable approval, if any structural
reinforcements of the roof are required it shall be performed by Tenant as part
of the Finish Work under the Work Letter and thereafter by Landlord, at Tenant's
expense. Tenant will, at Tenant's expense, tie into Landlord's existing sanitary
exhaust stacks and/or exhaust pipes and if same are not available then Tenant
shall have the right to install same through the Premises to the roof, at
Tenant's expense, subject to Landlord's prior approval which shall not be
unreasonably withheld or delayed.

            Section 12.05. In the event that there is an electrical system
failure for any reason in the Premises which constitutes an emergency situation
to Tenant's operations, then in such event Tenant shall have the right to have a
designated contractor reasonably approved by Landlord enter the Building for the
sole purpose of performing such electrical repair work from the Tenant's panel
box into the Premises, at Tenant's expense. In the event that there is a
plumbing failure for any reason relating to Tenant's supplemental air
conditioning system which constitutes an emergency situation, then in such event
Tenant shall have right to have a designated contractor reasonably approved by
Landlord enter the Building for the sole purpose of performing such plumbing
repair work relating to Tenant's supplemental air conditioning system, at
Tenant's expense. For such purpose, Tenant will have the right at Tenant's sole
cost and expense, to designate an electrical contractor and a plumbing
contractor, subject to Landlord's approval, which approval will not be
unreasonably withheld or delayed, and Tenant nay from time to time replace such
contractors with other contractors to provide such emergency services to the
Premises on a 24 hour, 7 day per week basis. Notwithstanding the foregoing,
Tenant's contractors shall not repair or affect any Building Systems.

            Section 12.06. If any service required to be provided by Landlord to
Tenant under the terms of this Lease is not provided to the Premises for seven
(7) or more consecutive days,


                                     - 20 -
<PAGE>   24

in each instance, and as a direct result thereof, Tenant cannot and does not use
all or any portion of the Premises and the Premises is Untenantable, then Tenant
shall be entitled to an equitable abatement of rent (based on the portion of the
Premises which Tenant cannot and does not use) for each day after said seven (7)
consecutive business days, for such portion, or all, of the Premises which
Tenant cannot and does not use, until Tenant is able to resume occupancy of such
portion of the Premises or until such service is restored, as the case may be.

                                   ARTICLE 13

                                   Electricity

            Section 13.01. Tenant shall purchase its electric energy directly
from the public utility serving the Building, and shall be responsible for the
payment of all bills and billings therefor.

            Section 13.02. Landlord shall not be liable in any way to Tenant for
any change, failure, inadequacy or defect in the supply or character of
electric energy furnished to the Premises except for Landlord's wilful acts or
gross negligence. Landlord represents that the existing meter is in working
order. Tenant shall be responsible for any repair, maintenance and replacement
of any electric meter, panel board and all wires, wiring, feeders and risers or
Tenant's side of the meters serving the Premises, at Tenant's expense, or shall
pay Landlord's actual costs therefor twenty (20) days after demand.


            Section 13.03. Landlord represents that there are four (4) electric
panel boards in the Premises, two (2) on each of the twenty-eighth (28th) and
twenty-ninth (29th) floors. The panel boards on the twenty-ninth (29th) floor
are fused at two hundred (200) amps capacity and one hundred seventy five (175)
amps capacity, respectively; the panel boards on the twenty-eighth (28th) floor
are fused at two hundred (200) amps capacity and one hundred twenty-five (125)
amps capacity, respectively. All power is four hundred eighty (480) volts, three
(3) phase. Landlord further represents that Landlord will not diminish the power
to the Premises as set forth in this Paragraph. At no time shall Tenant's actual
demand electrical load in the Premises exceed the currently existing riser
capacity for the Premises. Tenant may install as part of its initial work
additional riser or risers and all other equipment proper and necessary in
connection therewith. In the event that Tenant exercises any of its options for
Expansion Space under Article 45, Option Space under Article 46 or Additional
Space under Article 47 then in any such event Tenant may install additional
riser or risers and all other equipment proper and necessary in connection
therewith as part of its work in connection with preparing such space for its
initial occupancy, subject to Landlord's approval, which approval shall not be
unreasonably withheld or delayed, and in connection with such work Tenant shall
use a licensed electrical engineer reasonably approved by Landlord. Rigid
conduit or EMT only will be allowed except for the wiring under the raised floor
area where Tenant may use any type of wire permitted by any applicable Legal
Requirement.



            Section 13.04. Subject to Section 12.04 (B), Tenant shall have the
right to install a back-up source of electrical power in the event of an
electrical power failure, at Tenant's sole cost and expense, which shall consist
of a fuel tank in the twenty-ninth (29th) floor and a 200 Kw diesel generator on
the roof of the Building at a location reasonably approved by Landlord and
constructed in accordance with Landlord's reasonable requirements and Tenant
will hire a structural engineer to supervise the construction thereof. Said
generator shall be supplied fuel from the existing five thousand (5,000) gallon
tank located in the



                                     - 21 -
<PAGE>   25


cellar of the Building, and maintained by Landlord, and a 1 1/4 inch fuel line
running therefrom to a 275 gallon existing "day" tank on the roof of the
Building which tank and any pumps Landlord will maintain and refuel with No. 2
diesel fuel, as needed, which day tank currently feeds Landlord's generator,
provided, that Tenant shall have the right to refuel said tank if Landlord fails
to refuel said tank in which event Landlord shall charge or credit Tenant based
upon a flow meter installed by Tenant at its expense. Tenant's generator will be
fueled from Landlord's 275 gallon day tank by fuel pumps and valves installed by
Tenant, at Tenant's expense. Plans for any such pumps and/or valves shall be
prepared by Tenant's mechanical engineers and shall be subject to Landlord's
reasonable approval, which approval will not be withheld or delayed. Tenant
shall have the right to test such fuel supply system from time to time, at
Tenant's expense. Landlord shall not be liable in any way for any change,
failure, inadequacy or defect any such tank or in the supply or character of
such fuel source and the supply thereof to Tenant.


                                   ARTICLE 14

                          Cleaning and Other Services

            Section 14.01. A. Landlord shall cause the Premises, including (a)
subject to Tenant maintaining unrestricted access to the windows in the
Premises, (i) the interior and exterior of the Building's curtain wall and (ii)
the interior and exterior of any glass bordering (and thereby separating
Tenant's floor area from) any atrium and (b) any portions of the Premises used
for the storage, preparation, service or consumption of food or beverages, to be
cleaned, substantially in accordance with the standards set forth in Exhibit D.

            Tenant shall pay to Landlord as Additional Rent twenty (20) days
after demand Landlord's charges, based on rates comparable to those charged by
non-affiliated third party companies in comparable office buildings in the
general vicinity of the Building for:

            (a) cleaning work in the Premises or the Building in excess of that
      required under Exhibit D because of (i) misuse or neglect on the part of
      Tenant or its agents, employees, contractors, licensees or invitees, (ii)
      use of portions of the Premises for the storage, preparation, service, or
      consumption of food or beverages, reproduction, more than one (1) private
      lavatory or other special purposes, (iii) any glass surfaces other than
      exterior Building windows, (iv) non-Building Standard materials or
      finishes installed by Tenant or at its request, (v) increase in frequency
      or scope of any of the items set forth in Exhibit D requested by Tenant,
      and

            (b) removal from the Premises and the Building of (i) refuse and
      rubbish of Tenant which exceeds that normally accumulated in the daily
      routine of ordinary business office occupancy and (ii) all of the refuse
      and rubbish or Tenant's eating facilities and

            C. Landlord and its cleaning contractor and their employees shall
have ready access to the Premises at all times except between 8:00 A.M. and 5:00
P.M. on business days and, to the extent that it will not unreasonably interfere
with the operation of Tenant's business, during business hours. Landlord and
its cleaning contractor and their employees shall have such use of Tenant's
lights, fans, power and water in the Premises at Tenant's sole cost and without
reimbursement, as reasonably may be required to clean the Premises. If Tenant
has a permitted separate area for the storage, preparation, service or


                                     - 22 -
<PAGE>   26

consumption of food or beverages in the Premises. Tenant, at its sole cost and
expense, shall cause all portions of the Premises so used to be kept in a neat
and orderly condition to facilitate the cleaning thereof.

            D. Landlord's cleaning services required under this Section may be
furnished by a contractor or contractors employed by Landlord.


            Section 14.02. Landlord, at Landlord's expense, shall furnish
elevator service on business days during business hours and shall have passenger
elevators subject to call at all other times, all consistent with services
expected to be provided at first class office buildings in New York, New York.
Tenant acknowledges that the existing elevator service is consistent with a
first class office building. Landlord shall not be required to furnish any
operator service for automatic elevators. If Landlord, at any time, shall
furnish operator service for any automatic elevators, Landlord shall have the
right to discontinue furnishing such service. In the event Tenant shall require
the use of the Building's service elevators for after hours (as defined in
Section 12.02) Landlord shall provide a service elevator for the use of Tenant,
provided Tenant gives Landlord reasonable advance notice of the time, the nature
of the use to be made of such elevators and Tenant pays Landlord's actual costs
for the use thereof as Additional Rent, twenty (20) days after demand therefor.
Landlord shall have the right to change the operation or manner of operating any
of the elevators in the Building and shall have the right to discontinue,
temporarily or permanently, the use of any one or more cars in any of the banks
of elevators provided reasonable freight and passenger elevator service is
provided to the Premises in a manner fitting for a first class office building.


            Section 14.03. Landlord shall supply reasonably adequate quantities
of hot and cold water to a point or points in the Premises for ordinary
lavatory, cleaning and drinking purposes including a pantry and one (1) bathroom
shower. If Tenant requires, uses or consumes water for any other purpose (other
than specified in Section 12.01), Tenant shall pay Landlord the cost of any
water meter and its installation and keeping such meter and equipment in good
working order and repair as Additional Rent, twenty (20) days after demand
therefore. Tenant agrees to pay for water consumed as shown on said meter and
all sewer and any other rent, tax, levy or governmental charge based thereon
which now or hereafter is assessed, imposed or a lien upon the Premises or the
Building, within twenty (20) days following bills being rendered to Tenant.

            Section 14.04. Landlord reserves the right to stop, interrupt or
reduce service of the fans, heating, ventilating or air conditioning systems,
elevator, electrical energy, or plumbing or any other service or Building
Equipment, because of Legal Requirements, Force Majeure or for repairs which are
necessary until (provided that Landlord shall use reasonable efforts to maintain
partial service during such period) and shall, to the extent practicable, give
Tenant prompt notice of a pending shutdown or reduction of service pursuant to
this section until the reason for such stoppage, interruption or reduction has
been eliminated. Subject to the rent abatement provided under Section 12.06,
Landlord shall have no responsibility or liability to Tenant for failure to
supply any such service or Building Equipment during such period, but agrees
that any such repairs, alterations, replacements and Improvements shall be made
using reasonable efforts, subject to Force Majeure, to avoid material
interference with the use of the Premises.

            Section 14.05. Only Landlord or one or more persons approved by
Landlord will be permitted: (a) to act as maintenance contractor for all waxing,
polishing, cleaning and maintenance


                                     - 23 -
<PAGE>   27

work in the Premises; and (b) to furnish bootblacking, barbering and other
similar supplies and services to tenants. Landlord may fix the hours during
which and the regulations under which such supplies and services are to be
furnished. Landlord expressly reserves the right to act as or to designate, at
any time and from time to time, an exclusive supplier of all or any one or more
of said work, supplies and services, provided that the quality thereof and the
charges therefor are reasonably comparable to that of other suppliers; and
Landlord furthermore expressly reserves the right to exclude from the Building
any person attempting to furnish any of said work, supplies or services but not
so designated or approved by Landlord. No such service shall be performed by any
of Tenant's employees unless such employees are members of the appropriate
union.

            Section 14.06. Landlord will not be required to furnish any
services, including window or other cleaning services, except as otherwise
provided in Articles 12, 13 and 14.

                                   ARTICLE 15

                    Damage to or Destruction of the Premises

            Section 15.01. If the Premises or any part thereof shall be damaged
or rendered Untenantable by fire or other insured casualty and if Tenant gives
prompt notice thereof to Landlord and this Lease is not terminated pursuant to
any provision of this Article, Landlord shall diligently proceed to repair or
cause to be repaired such damage to the Premises after and to the extent of
Landlord's collection of the insurance proceeds (except that Landlord shall be
responsible for the amount of the deductible and for the amount of any
coinsurance) attributable to such damage to the Premises, provided, that Tenant
shall have the right to expend its own funds and diligently repair the damage to
the Premises prior to the collection by Landlord of the insurance proceeds and
in such event Tenant shall be deemed to have been given an assignment of such
portion of said insurance proceeds attributable to the damage to the Premises
(as determined by Landlord's insurance adjuster), subject to the rights of the
Paramount Mortgagee, to secure its reimbursement for such work. The rental shall
be equitably abated to the extent that the Premises shall have been rendered
Untenantable, such abatement to be from the date of such damage to the date the
Premises shall no longer be Untenantable; provided, however, should Tenant
occupy a portion of the Premises during the period the repair work is taking
place and prior to the date the Premises are no longer Untenantable, the rent
allocable to such occupied portion, based upon the proportion which the occupied
portion of the Premises bears to the total area of the Premises, shall be
payable by Tenant from the date of such occupancy.


            Section 15.02. If the Premises shall be totally damaged or rendered
wholly untenantable by fire or other casualty, and Landlord has not terminated
this Lease pursuant to Section 15.03, Landlord's architect shall promptly
estimate the time to construct the repairs to the Premises and Landlord shall
give Tenant prompt notice of such estimate and if such estimate is in excess of
nine (9) months from the date of commencing the repairs; then Tenant may by
notice to Landlord terminate this Lease within thirty (30) days after Landlord
advises Tenant of such estimate, without prejudice to Landlord's or Tenant's
rights theretofore accrued under this Lease. If the Premises shall be totally
damaged or rendered wholly Untenantable by fire or other casualty, Landlord has
not terminated this Lease pursuant to Section 15.03 and Landlord has not
substantially completed the making of the required repairs to the Premises
within 9 months from the later of the date of the collection of the applicable
insurance proceeds, plus such additional time after such date as



                                     - 24 -
<PAGE>   28

shall equal the aggregate period Landlord may have been delayed in doing so by
Force Majeure out not more than six (6) months in the aggregate for Force
Majeure adjustment and plan preparation, Tenant may by notice to Landlord
terminate this Lease, and if 5 days thereafter Landlord shall not have completed
the making of the required repairs, this Lease shall terminate on the expiration
of such 5-day period as if such termination date were the Expiration Date,
without prejudice to Landlord's and Tenant's rights under this Lease.


            Section 15.03. If the Premises shall be totally damaged or rendered
wholly Untenantable by fire or other casualty or if the Building shall be so
damaged by fire or other casualty that substantial alteration or reconstruction
of the Building in Landlord's sole opinion, shall be required (whether or not
the Premises shall have been so damaged), then Landlord, at its option, may
terminate this Lease, by giving Tenant thirty (30) days notice of such
termination, within thirty (30) days after the date of such fire or other
casualty. In the event that such notice of termination shall be given, this
Lease shall terminate as of the date provided in such notice of termination
(whether or not the Term shall have commenced) with the same effect as if that
date were the Expiration Date.


            Section 15.04. Except for Landlord's wilful acts, Landlord shall not
be liable for any inconvenience to Tenant or injury to the business of Tenant
resulting in any way from any such damage by fire or other casualty, or the
repair thereof. Landlord will not carry insurance of any kind on Tenant's
Property, and Landlord shall not be obligated to repair any damage thereto, or
replace the same, or bear any of the risk of loss of Tenant's Property.

            Section 15.05. Except as expressly provided in Section 8.06, nothing
herein shall relieve Tenant from any liability to Landlord or to its insurers in
connection with any damage to the Premises or the Real Property by fire or other
casualty if Tenant is liable in such respect.

            Section 15.06. This Article shall be considered an express agreement
governing any case of damage to or destruction of the Building or any part
thereof by fire or other casualty, and Section 227 of the Real Property Law of
the State of New York (or any similar or successor provision) providing for such
a contingency in the absence of such express agreement, and any other law of
like import now or hereafter enacted, shall have no application in such case.

                                   ARTICLE 16

                                 Eminent Domain

            Section 16.01. A. If the whole of the Real Property or the Premises
shall be acquired or condemned by eminent domain, this Lease shall terminate as
of the date of the vesting of title in the condemning authority as if said date
were the Expiration Date. If only a part of the Premises shall be so acquired or
condemned then, except as otherwise provided in this Article, this Lease shall
continue in force and effect but, from and after the date of the vesting of
title, the Fixed Rent shall be an amount which bears the same ratio to the Fixed
Rent payable immediately prior to such condemnation as the value of the untaken
portion of the Premises (appraised after the taking and repair of any damage to
the Building pursuant to this Section) bears to the value of the entire Premises
immediately before the taking and any Additional Rent payable shall be adjusted
to reflect the diminution of the Premises. Such value of the Premises before and
after the taking shall be determined by the agreement by the parties or if they
fail to agree within thirty


                                     - 25 -
<PAGE>   29

(30) days then the value shall be determined by arbitration in accordance with
the provisions of Article 28 hereof by a single arbitrator, in accordance with
the then existing procedures of the American Arbitration Association, or any
successor organization in New York, and the determination shall be by the method
of "Baseball Arbitration". Pending such determination, Tenant shall pay to
Landlord rent as fixed by Landlord, subject to adjustment after such
determination.


            B. If only a part of the Real Property shall be so acquired or
condemned, then (i) whether or not the Premises shall be affected, Landlord may,
in the event the non-taken portion of the Building cannot in Landlord's
reasonable judgment be by reason of the taking reasonably operated as a first
class office Building, within sixty (60) days following the date of vesting of
title, give Tenant 30 days' notice of termination of this Lease or (ii) if more
than 12% of the total area of the then Premises is acquired or condemned or if
so much of the Premises is taken so that the Tenant cannot reasonably operate
its trading floor in the Premises, Tenant may, within sixty (60) days following
the date upon which Tenant shall have received notice of vesting of title, give
to Landlord 30 days' notice of termination of this Lease. In the event any such
30-day notice of termination is given by Landlord or Tenant, this Lease shall
terminate upon the expiration of said thirty (30) days with the same effect as
if that date were the Expiration Date, without prejudice to the respective
rights of the parties under this Lease in effect prior to such termination; and
the rental shall be apportioned as of such date or sooner termination.



            Section 16.02. In the event of any such acquisition or condemnation
of all or any part of the Real Property, Landlord shall receive the entire award
for any such acquisition or condemnation, provided, however, that if the entire
Premises are condemned and this Lease is terminated then Tenant shall be
entitled to first receive the unamortized portion (amortized over the initial
ten (10) year Term of this Lease) of the out of pocket hard costs actually
expended by Tenant to install Improvements and other changes to the Premises in
connection with its initial occupancy but not in excess of Three Million Five
Hundred Thousand Dollars ($3,500,000). Tenant shall have no claim against
Landlord or the condemning authority for the value of any unexpired portion of
the Term and agrees not to join in any claim made by Landlord and to execute all
further documents that may be required in order to facilitate the collection of
the award by Landlord. Landlord shall have the right, coupled with an interest,
to sign such further documentation on behalf of Tenant.


            Section 16.03. If the temporary use or occupancy of all or part of
the Premises shall be condemned or taken, this Lease shall remain unaffected by
such condemnation or taking and Tenant shall continue responsible for all of its
obligations hereunder (except to the extent prevented from so doing by reason of
sum condemnation or taking) and it shall continue to pay the rent in full, and
Tenant shall have the right to receive the award for such temporary taking,
provided, however, that the rights and interests of Landlord and Tenant to any
award received or receivable with respect to a condemnation or taking for
temporary use or occupancy shall be governed by the applicable provisions of the
existing Paramount Mortgage.

            Section 16.04. If the grade of any street upon which the Land is
situated or abuts shall be changed, this Lease shall nevertheless continue in
full force and effect, and Landlord shall be entitled to collect and keep the
entire award that may be made. Tenant hereby assigns to Landlord all of its
right in and to every such award.

            Section 16.05. The terms "condemnation" and "acquisition" as used
herein small include any agreement in lieu


                                     - 26 -
<PAGE>   30

of or in anticipation of the exercise of the power of eminent domain between the
Landlord and any governmental authority authorized to exercise the power of
eminent domain. In the event that there shall be any dispute between Landlord
and Tenant arising out of provisions of this Article, such dispute shall be
settled by arbitration pursuant to Article 28.

                                   ARTICLE 17

                            Conditions of Limitation

            Section 17.01. A. This Lease and the Term and estate hereby granted
are subject to the limitations that:

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


            (b) if, within 60 days after the commencement of any proceeding
      and/or case against Tenant, whether by the filing of a petition or
      otherwise, seeking any reorganization, arrangement, composition,
      readjustment, liquidation, dissolution or similar relief under any present
      or future federal bankruptcy act or any other present or future applicable
      federal, state or other statute or law (foreign or domestic), such
      proceeding shall not have been dismissed, or if, within 60 days after the
      appointment of any trustee, custodian, receiver or liquidator of Tenant or
      of all or any part of Tenant's Property, without the consent or
      acquiescence of Tenant, such appointment shall not have been vacated or
      otherwise discharged, or if any execution or attachment shall be issued
      against Tenant or any of Tenant's Property pursuant to which the Premises
      shall be taken or occupied or attempted to be taken or occupied which
      shall not be vacated in sixty (60) days; or


            (c) if Tenant shall default in the performance when due of any Fixed
      Rent or Additional Rent, and such default shall continue for a period of
      10 days after notice; or


            (d) if Tenant shall default in the performance of any term of this
      Lease on Tenant's part to be performed (other than the payment of Fixed
      Rent and Additional Rent) and Tenant shall fail to remedy such default
      within 30 days after notice of such default, or if such default is of such
      a nature that it cannot be completely remedied within said period of 30
      days if Tenant shall not (x) promptly upon the giving by Landlord of such
      notice, advise Landlord of Tenant's intention to institute all steps
      necessary to remedy such situation, (y) institute within 30 days and
      thereafter diligently prosecute to completion all steps necessary to
      remedy the same, and (z) complete such remedy within a reasonable time
      after the date of the giving of said notice by Landlord and in any event
      prior to such time as would subject Landlord, Landlord's agents, any
      Paramount Lessor or Paramount Mortgagee to prosecution for a crime.


            (e) if any event shall occur or any contingency shall arise whereby
      this Lease or the estate hereby granted or the unexpired balance of the
      Term would, by operation of law or


                                     - 27 -
<PAGE>   31

      otherwise, devolve upon or pass to any person other than Tenant except as
      is expressly permitted under Article 22; or


            (f) if after the Rent Commencement Date the Premises shall become
      abandoned for a period of 10 consecutive days after notice of abandonment
      is given to Tenant or if Tenant shall fail to take occupancy of the
      Premises by the date which is one (1) year from the date hereof; or


then in any of said events Landlord may give to Tenant notice of intention to
terminate this Lease and to end the Term and the estate hereby granted at the
expiration of three (3) days from the date of the giving of such notice, and, in
the event such notice is given, this Lease and the Term and estate hereby
granted (whether or not the Term shall have commenced) shall terminate upon the
expiration of said three (3) days with the same effect as if that day were the
Expiration Date, but Tenant shall remain liable for damages as provided in
Article 18.

            B. If Tenant shall be in default under (a), (b), (c) or (d) of
Section 17.01A, then Tenant shall also be liable for all legal and other
experts' reasonable fees, costs and expenses paid or incurred by Landlord,
whether directly or indirectly, in having any court determine that this Lease is
terminated, or in Landlord's recovering possession of the Premises, or in
Landlord's appearing in any court, or in Landlord's being a party to any
appeal(s) from any such court's determination, provided that Landlord prevails.


            C. If Tenant shall default (i) in the timely payment of Fixed Rent
or Additional Rent, and any such default shall continue or be repeated for three
consecutive months or for a total of six (6) months in any period of twelve
(12) months or (ii) more than four times in any period of six (6) months, in the
performance of any term of this Lease to be performed by Tenant, then,
notwithstanding that such defaults shall have each been cured within the
applicable period, if any, as provided in A above, any further default shall be
deemed to be deliberate and Landlord thereafter may serve the said three (3)
days' notice of termination of this Lease upon Tenant without affording to
Tenant an opportunity to cure such further default.


            Section 17.02. Nothing in Section 17.01 shall be deemed to require
Landlord to give the termination notice(s) therein provided for prior to the
commencement of a summary proceeding for nonpayment of rent or a plenary action
for recovery of rent on account of any default in the payment of the same, it
being intended that such notice(s) is for the purpose of creating a conditional
limitation hereunder pursuant to which this Lease shall terminate, and if Tenant
thereafter remains in possession or occupancy it shall become a holdover tenant.


            Section 17.03. If, at any time, (a) Tenant shall be comprised of two
or more persons, or (b) Tenant's obligations under this Lease shall have been
guaranteed by any person, or (c) Tenant's interest in this Lease shall have been
assigned, the word "Tenant", as used in Subsections (a) and (b) or Section
17.01A, shall mean any one or more of the persons primarily or secondarily
liable for Tenant's obligations under this Lease.


            Section 17.04. If the 3-day notice provided for in Section 17.01
shall have been given and this Lease shall be terminated or if after the Rent
Commencement Date the Premises shall be or become abandoned, then, in any such
event Landlord nay without notice and without liability to Tenant or any
occupants of any part of the Premises terminate all services.


                                     - 28 -
<PAGE>   32


                                   ARTICLE 18


                         Re-Entry by Landlord; Remedies


            Section 18.01. If Tenant shall default in the payment when due of
any installment of Fixed Rent or in the payment when due of any Additional Rent
and such default shall continue for a period of 10 days after notice of the
default, or if this Lease and the Term shall terminate as provided in Article
17:


            (a) Landlord and Landlord's agents may immediately, or at any time
      after such default or after the date upon which this Lease and the Term
      shall terminate, re-enter the Premises or any part thereof, without
      notice, either by summary proceedings or by any other applicable action or
      proceeding, or by force or otherwise (without being liable to indictment,
      prosecution or damages therefor) and may repossess the Premises and
      dispossess Tenant and any other persons from the Premises and remove any
      and all of its or their property and effects from the Premises, without
      liability for damage thereto, to the end that Landlord may have, hold and
      enjoy the Premises, and in no event shall re-entry be deemed an acceptance
      of surrender of this Lease; and

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

            Section 18.02. Tenant, on its own behalf and on behalf of all
persons claiming through or under Tenant, including all creditors, does hereby
expressly waive, so far as is permitted by law, any and all rights which Tenant
and all such persons might otherwise have to (a) the service of any notice of
intention to re-enter or to institute legal proceedings to that end, (b) redeem
the Premises or any interest therein, (c) re-enter or repossess the Premises, or
(d) restore the operation of this Lease, after Tenant shall have been
dispossessed by a judgement or by a warrant of any court or judge, or after any
re-entry by Landlord, or after any termination of this Lease, whether such
dispossess, reentry by Landlord or termination shall be by operation of law or
pursuant to the provisions of this Lease. The word "fire-enter", "re-entry" and
"re-entered" as used in this Lease shall not be deemed to be restricted to their
technical legal meanings.

            Section 18.03. In the event of any breach or threatened breach by
Tenant or any person claiming through or under Tenant of any of the terms of
this Lease, Landlord shall be entitled to enjoin such breach or threatened
breach and shall have the right to invoke any right allowed at law or in equity,
by statute or


                                     - 29 -
<PAGE>   33

otherwise, as if re-entry, summary proceedings or other specific remedies were
not provided for in this Lease.

            Section 18.04. If this Lease shall terminate as provided in Article
17, or by or under any summary proceeding or any other action or proceeding, or
if Landlord shall re-enter the Premises as provided in this Article, or by or
under any summary proceeding or any other action or proceeding, then, in any of
said events:

            (a) Tenant shall pay to Landlord all rent to the date upon which
      this Lease shall have been terminated or to the date of re-entry upon the
      Premises by Landlord, as the case may be;

            (b) Landlord shall be entitled to retain all monies, if any, paid by
      Tenant to Landlord, whether as advance rent, security or otherwise, but
      such monies shall be credited by Landlord against any rent due at the time
      of such termination or re-entry or, at Landlord's option, against any
      damages payable by Tenant;

            (c) Tenant shall be liable for and shall pay to Landlord, as
      damages, any deficiency between the rent payable hereunder for the period
      which otherwise would have constituted the unexpired portion of the Term
      conclusively presuming the Additional Rent to be the same as was payable
      for the year immediately preceding such termination or re-entry) and the
      net amount, if any, of rents ("Net Rent") collected under any reletting
      effected pursuant to the provisions of Section 18.01 for any part of such
      period (first deducting from the rents collected under any such reletting
      all of Landlord's expenses in connection with the termination of this
      Lease or Landlord's re-entry upon the Premises and in connection with such
      reletting including all repossession costs, brokerage commissions, legal
      expenses, alteration costs and other expenses of preparing the Premises
      for such reletting);

            (d) Any deficiency in accordance with subdivision (c) above shall be
      paid in monthly installments by Tenant on the days specified in this Lease
      for the payment of installments of Fixed Rent. Landlord shall be entitled
      to recover from Tenant each monthly deficiency as the same shall arise and
      no suit to collect the amount of the deficiency for any month shall
      prejudice Landlord's right to collect the deficiency for any prior or
      subsequent month by a similar proceeding. Alternatively, suit or suits for
      the recovery of such deficiencies nay be brought by Landlord from time to
      time at its election;

            (e) Whether or not Landlord shall have collected any monthly
      deficiencies as aforesaid, Landlord shall be entitled to recover from
      Tenant, and Tenant shall pay Landlord, on demand, as and for Liquidated
      and agreed final damages and not as a penalty, a sum equal to the amount
      by which the Fixed Rent and Additional Rent payable hereunder for the
      period to the Expiration Date from the earlier of (i) the last date to
      which all rental payments have been made, or (ii) the latest of the date
      of termination of this Lease, the date of reentry, or the date through
      which monthly deficiencies shall have been paid in full (conclusively
      presuming the Additional Rent to be the same as payable for the year
      immediately preceding such termination or reentry), exceeds the then fair
      and reasonable rental value of the Premises for the same period, both
      discounted at the rate of 6% per annum to present worth (except that
      Landlord shall not be entitled to collect for the same period under both
      this Paragraph and Paragraph C above); and


                                     - 30 -
<PAGE>   34

            (f) In no event shall Tenant be entitled (i) to receive any excess
      of any Net Rent under subdivision (c) over the sums payable by Tenant to
      Landlord hereunder or (ii) in any suit for the collection of damages
      pursuant to this Section, to a credit in respect of any Net Rent from a
      reletting except to the extent that such Net Rent is actually received by
      Landlord. If the Premises or any part thereof should be relet in
      combination with other space, then proper apportionment on a square foot
      area basis shall be made of the rent received from such reletting and the
      expenses of reletting.

            Section 18.05. A. If this Lease be terminated as provided in Article
17 or by or under any summary proceeding or any other action or proceeding, or
if Landlord shall reenter the Premises, Tenant covenants and agrees,
notwithstanding anything to the contrary contained in this Lease:

            (a) That the Premises shall be, upon such earlier termination or
      re-entry, in the same condition as that in which Tenant has agreed to
      surrender them to Landlord on the Expiration Date;

            (b) That Tenant, on or before the occurrence of any event of default
      hereunder, shall have performed every covenant contained in this Lease for
      the making of any Improvement to the Premises or for repairing any part
      thereof; and

            (c) That, for the breach of either Subdivision (a) or (b) of this
      Subsection, or both, Landlord shall be entitled immediately, without
      notice or other action by Landlord, to recover, and Tenant shall pay, as
      and for agreed damages therefor, the then cost of performing such
      covenants, plus interest thereon at the Interest Rate for the period
      between the date of the occurrence of any event of default and the date
      when any such work or act should have been performed under the other terms
      of this Lease had such event of default not occurred.

            B. Each covenant contained in this Section except as expressly set
forth herein shall be deemed separate and independent, and not dependent on any
other term of this Lease.

            C. Tenant shall have no right whatsoever to hold over or remain in
possession of any portion of the Premises beyond the Expiration Date of this
Lease. If Tenant shall hold-over or remain in possession of any portion of the
Premises beyond three (3) months after the Expiration Date of this Lease, Tenant
shall be subject not only to a summary proceeding and all damages related
thereto, but also to any damages arising out of any lost opportunities (and/or
new leases) by Landlord to relet the Premises (or any part thereof). All damages
to Landlord my reason of such holding over by Tenant may be the subject of a
separate action and need not be asserted by Landlord in any Summary Proceedings
against Tenant.

            Section 18.06. Except as expressly set forth, nothing herein
contained shall be construed as limiting the recovery by Landlord against Tenant
of any sums or damages to which Landlord may lawfully be entitled by reason of
any default hereunder.

            Section 18.07. Except as expressly set forth, each right of Landlord
provided for in this Lease shall be cumulative and shall be in addition to every
other right provided for in this Lease or now or hereafter existing at law or in
equity exercise or beginning of the exercise by Landlord of any one or more of
such rights shall not preclude the exercise by Landlord of any other rights
provided for in this Lease or now or hereafter existing.


                                     - 31 -
<PAGE>   35

            Section 18.08. Without limiting any of the provisions of Section
17.01, if pursuant to the Bankruptcy Code of 1978, as the same may be amended,
Tenant is permitted to assign this Lease in disregard of the restrictions
contained in Article 22, Tenant agrees that adequate assurance of future
performance by the assignee permitted under such Code shall mean the deposit of
cash security with Landlord in an amount equal to the sum of one year's Fixed
Rent then reserved hereunder plus an amount equal to all Additional Rent payable
under Articles 6, 7, 45 or other provisions of this Lease for the calendar year
preceding the year in which such assignment is intended to become effective,
which deposit shall be held by Landlord, without interest, for the balance of
the term as security for the full and faithful performance of all of the
obligations under this Lease on the part of Tenant yet to be performed. Adequate
assurance shall mean that any such assignee of this Lease shall have a net worth
exclusive of good will, computed in accordance with generally accepted
accounting principles, equal to at least fifteen (15) times the aggregate of the
annual Fixed Rent reserved hereunder plus all Additional Rent for the preceding
calendar year as aforesaid.

                                   ARTICLE 19

                   Curing Tenant's Defaults; Fees and Expenses


            Section 19.01. If Tenant shall default in the performance of any
term of this Lease on Tenant's part to be performed, Landlord, without thereby
waiving such default, may, but shall not be obligated to, perform the same for
the account and at the expense of Tenant, without notice in case of emergency
and upon thirty (30) days' prior notice in all other cases. Landlord may enter
the Premises at any time to cure any default. Notwithstanding the foregoing, and
except in so long as Tenant is diligently in the process of curing the default
Landlord shall not enter Tenant's space or act to cure the default. Bills for
any expenses incurred by Landlord in connection with any such performance or
involved in collecting or endeavoring to collect rent or enforcing or
endeavoring to enforce any rights against Tenant under or in connection with
this Lease or pursuant to law, including reasonable attorneys fees and any cost,
expense and disbursement involved in instituting and prosecuting summary
proceedings (provided that Landlord shall be successful in prosecuting any
proceeding to be entitled to such reasonable attorneys fees), as well as bills
for any property, material, labor or services provided, furnished or rendered,
shall be paid by Tenant as Additional Rent twenty (20) days after demand.


            Section 19.02. In the event that Tenant is in arrears in payment of
rent beyond any applicable notice and grace period, Tenant waives Tenant's
right, if any, to designate the items against which any payments made by Tenant
are to be credited and Landlord may apply any payments made by Tenant to any
items men owing by Tenant as Landlord sees fit, irrespective of any designation
by Tenant as to the items against which any such payments shall be credited.

                                   ARTICLE 20

                        Non-Liability and Indemnification

            Section 20.01. Neither Landlord nor Landlord's agents, officers,
directors, shareholders, partners or principals (disclosed or undisclosed) shall
be liable to Tenant or Tenant's agents, employees, contractors, invitees or
licensees or any other occupant of the Premises. Tenant shall save and hold
Landlord, Landlord's agents and the Paramount Lessor and their respective
agents, employees, contractors, officers, directors,


                                     - 32 -
<PAGE>   36

shareholders, partners and principals (disclosed or undisclosed) harmless from
any loss, liability, claim, damage, expense (including reasonable attorneys'
fees and disbursements), penalty or fine incurred in connection with or arising
from any injury to Tenant or to any other person or for any damage to, or loss
(by theft or otherwise) of any of Tenant's Property or of the property of any
other person, irrespective of the cause of such injury, damage or loss unless
due to the Landlord's wilful acts or the sole negligence of Landlord or
Landlord's agents without contributory negligence on the part of Tenant, its
employees, agents, subtenants, contractors, invitees or licensees. Landlord and
Landlord's agents shall not be liable for any loss or damage to Tenant or
Tenant's property even, to the extent of Tenant's insurance coverage, if due to
the negligence of Landlord or Landlord's agents. Any Building employee to whom
any property shall be entrusted by or on behalf of Tenant shall be acting as
Tenant's agent with respect to such property and neither Landlord nor Landlord's
agents shall be liable for any loss of or damage to any such property.



            Section 20.02. Neither any (a) performance by Landlord, Tenant or
others of any repairs or Improvements on or to the Real Property, Building
Equipment or Premises, (b) failure of Landlord or others to make any such
repairs or Improvements, (c) damage to the Building Equipment, Premises or
Tenant's Property, (d) injury to any persons, caused by other tenants or persons
in the Building, or by operations in the construction of any private, public or
quasi-public work, or by any other cause, (e) latent defect in the Building,
Building Equipment or Premises, (f) temporary or permanent covering or bricking
up of any windows of the Premises to comply with any Legal Requirements nor (g)
inconvenience or annoyance to Tenant or injury to or interruption of Tenant's
business by reason of any of the events or occurrences referred to in the
foregoing subdivisions (a) through (f) shall impose any liability on Landlord to
Tenant. No representation is made that the communications or security systems,
devices or procedures of the Building will be effective to prevent injury to
Tenant or any other person or damage to, or loss (by theft or otherwise) of any
of Tenant's Property or the property of any other person. Landlord reserves the
right to modify such communications or security systems or procedures without
liability, provided that the resulting security systems or procedures are at
least equal to the prior security system or procedures.


            Section 20.03. Tenant hereby indemnifies Landlord against liability
in connection with or arising from (a) any default by Tenant in the performance
of any provisions of this Lease, and/or (b) the use or occupancy or manner of
use or occupancy of the Premises by Tenant or any person claiming by, through or
under Tenant, and/or (c) any acts, omissions or negligence of Tenant or any such
person, or the contractors, agents, employees, invitees or licensees of Tenant
or any such person, in or about the Premises or the Real Property either prior
to, during or after the expiration of the Term.

            Section 20.04. Tenant shall pay to Landlord as Additional Rent,
twenty (20) days after demand, sums equal to all losses and other liabilities
referred to in Section 20.03.

                                   ARTICLE 21

                                    Surrender

            Section 21.01. On the Expiration Date or upon sooner termination of
this Lease or upon any re-entry by Landlord upon the Premises, Tenant shall, at
its sole cost and expense, quit, surrender, vacate and deliver the Premises to
Landlord "broom clean" and in good order, condition and repair except for


                                     - 33 -

<PAGE>   37

ordinary wear, tear and damage by fire or other insured casualty, together with
all Improvements which have been made upon the Premises (except as otherwise
provided for in this Lease). Tenant may remove from the Real Property any or all
of Tenant's Property, the UPS system and/or the Generator and the Antenna and
shall remove all personal property and personal effects of all persons claiming
through or under Tenant, and shall repair all damage to the Premises and the
Real Property occasioned by such removal, or in the alternative elect to pay
Landlord the cost if repair of such damage.

            Section 21.02. Tenant expressly waives, for itself and for any
person claiming through or under Tenant, any rights which Tenant or any such
person may have under the provisions of Section 2201 of the New York Civil
Practice Law and Rules and of any similar or successor law of same import then
in force, in connection with any holdover proceedings which Landlord may
institute to enforce the provisions of this Article.


              Section 21.03. Any personal property which shall remain in the
Premises after the termination of this Lease shall be deemed to have been
abandoned and either may be retained by Landlord as its property or may be
disposed of in such manner as Landlord may see fit; provided, however, that
notwithstanding the foregoing, Tenant will, upon request of Landlord made not
later than 20 days after the termination of the Lease, promptly remove from the
Building any personal property at Tenant's own cost and expense. If such
personal property or any part thereof shall be sold, Landlord may receive and
retain the proceeds of such sale and apply the same, at its option, against the
expenses of the sale, moving and storage, arrears of rent and any damages to
which Landlord may be entitled. Any excess proceeds shall be the property of
Landlord. Any expense incurred by Landlord in removing or disposing of such
personal property shall be reimbursed to Landlord by Tenant as Additional Rent
on demand.


            Section 21.04. If the Premises are not surrendered upon the date
which is three (3) months after the termination of this Lease, in addition to
Landlord's other remedies hereunder, Tenant hereby indemnifies Landlord and
holds it harmless against any loss and/or liability resulting from delay by
Tenant in so surrendering the Premises, including, without limitation, any
claims made by any succeeding tenant or prospective tenant founded upon such
delay, or any loss of a prospective tenancy relating to such delay.

            Section 21.05. In the event Tenant remains in possession of the
Premises after the termination of this Lease without the execution of a new
lease, Tenant, at the option of Landlord, shall be deemed to be occupying the
Premises as a tenant from month to month, at a monthly rental equal to the
greater of 1-1/2 times the Fixed Rent plus Additional Rent payable during the
last month of the Term and the then fair market value of the Premises as
reasonably determined by Landlord, subject to all of the other terms of this
Lease Insofar as the same are applicable to a month-to-month tenancy.

            Section 21.06. Tenant's obligations under this Article shall survive
the termination of this Lease.

                                   ARTICLE 22

                     Assignment, Mortgaging and Subletting

            Section 22.01. Neither this Lease nor any part hereof, nor the
interest of Tenant In any sublease or the rentals thereunder, shall, by
operation of law or otherwise, be assigned, mortgaged, pledged, encumbered, or
otherwise transferred by Tenant, Tenant's legal representatives or successors in
interest,


                                     - 34 -
<PAGE>   38


and neither the Premises nor any part thereof nor any Tenant's Property shall be
encumbered in any manner by reason of any act or omission on the part of Tenant,
or anyone claiming under or through Tenant, or shall be sublet or be used,
occupied, or utilized for desk space (except by such individual of a "related
corporation" as defined in Section 22.03) or for mailing privileges by anyone
other than Tenant, without the prior consent or Landlord, except as expressly
otherwise provided in this Article. A transfer of more than fifty percent (50%)
in interest of Tenant (whether stock, partnership interest, or otherwise) by any
party(s) in interest shall be deemed an assignment of this Lease, provided,
however, that Landlord's consent shall not be required and Section 22.06(a) (iv)
shall not be applicable to a bona fide transaction which is not for the
principal purpose of transferring this Lease.



            Section 22.02. If this Lease be assigned, whether or not in
violation of the terms of this Lease, Landlord may collect rent from the
assignee. If the Premises or any part thereof be sublet or be used or occupied
by anybody other than Tenant, whether or not in violation of this Lease,
Landlord may, after default by Tenant and expiration of Tenant's time to cure
such default, if any, collect rent from the subtenant or occupant. In either
event, Landlord may apply the net amount collected to the rent herein reserved,
but no assignment, subletting, occupancy, or collection or application of rent
shall be deemed a waiver of any of the provisions of Section 22.01, or the
acceptance of the assignee, subtenant, or occupant as a tenant, or be deemed to
relieve, impair, release, or discharge Tenant of its obligations fully to
perform the terms of this Lease on Tenant's part to be performed. The consent by
Landlord to an assignment, transfer, encumbering, or subletting pursuant to any
provision of this Lease shall not in any way be deemed consent to any other or
further assignment, transfer, encumbering or subletting. References in this
Lease to use or occupancy by anyone other than Tenant shall include, without
limitation, subtenants, licensees and others claiming under Tenant or under any
subtenant, immediately or remotely. The listing of any name other than that of
Tenant on any door of the Premises or on any directory or on any elevator in the
Building, or otherwise, shall not operate to vest in the person so named any
right or interest in this Lease or the Premises, or be deemed to constitute, or
serve as a substitute for, any consent of Landlord required under this Article,
and it is understood that any such listing shall constitute a privilege extended
by Landlord, revocable at Landlord's will by notice to Tenant. Tenant agrees to
pay to Landlord reasonable attorneys' fees and disbursements incurred by
Landlord in connection with any proposed assignment or sublease, including the
costs of making investigations as to the acceptability of a proposed subtenant
or assignee.


            Section 22.03. Provided Tenant is not in monetary or other material
default in any of its obligations under this Lease, beyond any applicable notice
and grace period Tenant may, without Landlord's prior consent, after notice to
Landlord, sublet all or part of the Premises to any corporation or other
business entity which controls, is controlled by, or is under common control
with Tenant (herein referred to as a "related corporation") for any of the
purposes permitted to Tenant, but only for such period as such related
corporation or other business entity continues to control, continues to be
controlled by or remains under common control with Tenant, subject, however, to
compliance with Tenant's obligations under this Lease. For the purposes hereof,
"control" shall be deemed to mean ownership of not less than fifty percent (50%)
of all of the voting stock of such corporation or not less than fifty percent
(50%) of all of the legal and equitable interest in any other business entity.

            Section 22.04. Provided that Tenant shall not be in monetary or
other material default in any of the terms of this


                                     - 35 -
<PAGE>   39

Lease beyond any applicable notice and grace period, Tenant may, without
Landlord's prior consent, after notice to Landlord, assign its entire interest
in this Lease to a "successor corporation". A "successor corporation" as used in
this Lease shall mean (a) a corporation into which or with which Tenant, its
corporate successors or assigns, is merged or consolidated in accordance with
applicable statutory provisions for the merger or consolidation of corporations,
provided that by operation of law or by effective provisions contained in the
instruments of merger or consolidation, the liabilities of the corporations
participating in such merger or consolidation are assumed by the corporation
surviving such merger or consolidation, or (b) a corporation acquiring this
Lease and the Term and the estate hereby granted, the goodwill and all or
substantially all of the operating assets (other than capital stock of such
acquired corporation) of Tenant, its corporate successors or assigns, and
assuming all or substantially all of the liabilities of Tenant, its corporate
successors or assigns, or (c) any corporate successor to a successor corporation
becoming such by either of the methods described in subdivisions (a) and (b)
above; provided that, (i) immediately after giving effect to any such merger or
consolidation, or such acquisition or assumption, as the case may be, the
corporation surviving such merger or created by such consolidation or acquiring
such assets and assuming such liabilities, as the case may be, shall have
assets, capitalization, and net worth, similarly determined, equal to or
greater than that of Tenant at the beginning of the Term or of Tenant, its
corporate successors or assigns, immediately prior to such merger or
consolidation or such acquisition and assumption, as the case may be, whichever
is the greater, or (ii) Tenant shall deliver to Landlord together with such
notice of the proposed transaction a Letter of Credit pursuant to Article 36 in
an amount equal to eighteen (18) months of the then Fixed Rent and Additional
Rent. Notwithstanding the foregoing, such successor shall continue the same use
of the Premises. In the event that the named Tenant assigns this Lease to a
successor corporation in accordance with the terms and conditions of this
section then in such event Tenant shall have no further liability accruing after
the date of such assignment.


            Section 22.05. No assignment made pursuant to Section 22.04 and no
assignment otherwise consented to by Landlord shall be valid unless, within ten
(10) days after the execution thereof, Tenant shall deliver to Landlord a
duplicate original instrument of assignment and assumption in form and substance
satisfactory to Landlord, duly executed by Tenant and by the assignee, in which
such assignee shall assume performance of all of the provisions of this Lease.


            Section 22.06. (a) Notwithstanding anything contained in Sections
22.01 and 22.02 to the contrary, but subject to the rights of Tenant under
Sections 22.03 and 22.04, in the event that at any time Tenant desires to sublet
all or any part of the Premises or to assign its interest in this Lease, Tenant:


                  (i) shall submit to Landlord the name and address of the
      proposed subtenant or assignee, a detailed description of such person's
      business, character and financial references (including its most recent
      balance sheet and income statements certified by its chief financial
      officer or a certified public accountant), and any other information
      reasonably requested by Landlord.


                  (ii) shall submit to Landlord a written bona fide offer letter
      executed by the president or managing partner of the proposed assignee or
      sublessee setting forth the material terms of said offer (including the
      rental rate, term, any free rent period and work letter and the amount of
      commission) which shall be conditioned on Landlord's consent thereto, and
      (b) an agreement by Tenant to indemnify


                                     - 36 -
<PAGE>   40

      Landlord against liability 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.

                  (iii) in the case of a proposed sublease, shall by such
      request grant Landlord the option, to be exercised within fifteen (15)
      days after receipt of all items to be submitted by Tenant pursuant to this
      Section 22.06(a), either (a) to cancel and terminate this Lease if any
      such proposed sublease is for all or substantially all of the Premises, or
      (b) if any such proposed sublease shall be for lees than all or
      substantially all of the Premises to cancel and terminate this Lease only
      as to such portion of the Premises, to take effect as of the commencement
      date of such proposed sublease. If Landlord does not exercise such option
      with respect to a specific proposed sublease then Landlord shall not have
      the right to exercise such option with respect to any other proposed
      subleasee for one hundred twenty (120) days from the end of the fifteen
      (l5) day election period.

            In the event that Landlord exercises its option under this Section
22.06(a) (iii) and enters into a written sublease of the Premises to Tenant's
specific proposed subleasee as set forth in said written offer letter pursuant
to Section 22.06(a) (ii) hereof, then in such event Tenant shall be entitled to
receive from Landlord when and if received by Landlord an amount equal to (i)
the difference between (x) the rental rate received by Landlord from such
sublessee but in no event more than thirty five dollars ($35) per rentable
square foot and (y) the rental rate hereunder of twenty-eight dollars and forty
cents ($28.40) per rentable square foot from the Rent Commencement Date until
March 31, 1998 and (ii) the difference between (x) the rental rate received by
Landlord from such sublessee but in no event more than thirty nine dollars ($39)
per rentable square foot and (y) the rental rate hereunder of thirty-two dollars
and forty cents ($32.40) per rentable square foot from April 1, 1998 through the
last day of the initial Term until the Expiration Date of March 31, 2003. If
Landlord exercises its option under this Section 22.06(a) (iii) and subleases
the Premises to any party other than such sublessee which makes such written
offer under Section 22.06(a)(ii), then in any such event Tenant shall not be
entitled to any payment or consideration whatsoever.


                  (iv) in the case of a proposed assignment of this Lease, shall
      be deemed to have granted Landlord the option, to be exercised within
      fifteen (15) days after receipt of all items to be submitted by Tenant
      pursuant to this Section 22.06(a), to terminate this Lease (except in the
      event of an assignment to a "successor corporation" pursuant to Section
      22.04). No assignment of part of the Premises shall be permitted. If
      Landlord does not exercise such option with respect to a specific proposed
      assignee then Landlord shall not have the right to exercise such option
      with respect to any other proposed assignee for one hundred twenty (120)
      days from the end of the fifteen (15) day election period.


            (b) Subject to Section 22.06(a)(iii), if Landlord shall elect to
terminate this Lease in whole or in part, Landlord shall be free to, and shall
have no liability to Tenant if Landlord should, lease the Premises (or such part
thereof) to Tenant's prospective assignee or subtenant. If this Lease is
terminated as to part of the Premises pursuant hereto, Tenant shall vacate and
surrender such part of the Premises and (i), at Tenant's sole cost and expense,
shall (a) make such alterations as may be required physically to separate such
surrendered space from the remainder of the Premises and to comply with all
Legal Requirements and Insurance Requirements, and install all other equipment
or facilities which may be required in order to use



                                     - 37 -
<PAGE>   41

such portion as a unit separate from the remainder of the Premises and (b)
repair or restore to tenantable condition any part of the remainder of the
Premises which is physically affected by such separation, if necessary; and (ii)
Tenant shall afford Landlord and its tenants reasonably appropriate means of
ingress and egress to and from such surrendered space; and (iii) in the event of
a partial termination Landlord and Tenant shall execute and deliver a
supplementary agreement modifying this Lease, as of the day following such
surrender, by eliminating such surrendered space from the Premises, reducing the
Rent allocable to the remaining Premises pro rata and appropriately modifying
the other terms of this Lease to reflect the elimination of such surrendered
space from the Premises.

            (c) In the event Landlord does not exercise its option to terminate
this Lease in whole, or in part with respect to such portion of the Premises
proposed to be subleased or assigned, within the fifteen (15) day period
specified in Section 22.06(a), Landlord's consent to the subletting of such
space, or assignment, as the case may be, shall not be unreasonably withheld and
Landlord shall act on such request within thirty (30) days, and if Landlord has
not responded within thirty (30) days, such sublease or assignment shall be
deemed approved. However, Landlord shall not, in any event, be obligated to
consent to any sublease or assignment of this Lease unless:


            (i) In the reasonable judgment of Landlord, the proposed subtenant
      or assignee, as the case may be, is of a character and financial worth
      such as is in keeping with the standards of Landlord in those respects for
      the Building, and the nature of the proposed subtenant's or assignee's
      business and its reputation is in keeping with the character of the
      Building and its tenancies. Notwithstanding the foregoing, subject to
      Section 22.10, (i) in the event that the proposed sublease covers not more
      than 29,000 rentable square feet of the Premises then in such event
      Landlord shall not consider the financial worth of the proposed subtenant,
      provided, that Tenant shall deliver to Landlord together with the
      information required under Section 22.06 (a)(i) a Letter of Credit
      pursuant to Article 36 in an amount equal to six (6) months of the then
      Fixed Rent and Additional rent and (ii) in the event that the proposed
      sublease covers more than 29,000 rentable square feet of the Premises then
      in such event Landlord shall not consider the financial worth of the
      proposed subtenant, provided, that Tenant shall deliver to Landlord
      together with the information required under Section 22.06(a)(i) a Letter
      of Credit pursuant to Article 36 in an amount equal to twelve (12) months
      of the then Fixed Rent and Additional Rent;


            (ii) The purposes for which the proposed subtenant or assignee
      intends to use the Premises or the applicable portion thereof are uses
      expressly permitted by this Lease;

            (iii) Tenant shall not have publicly advertised the Premises (but
      Tenant may list the Premises with brokers) for subletting or assignment,
      at a rental rate less than the greater of (y) the rent then payable
      hereunder for such space or (z) the rent at which Landlord is then
      offering to lease comparable space in the Building; however, tenant may
      negotiate and consummate a sublease or assignment at a lesser rate of rent
      insofar as permitted under the provisions of this Article;

            (iv) The proposed occupancy shall not increase the office cleaning
      requirements or impose a disproportionate burden upon the Building
      Equipment or Building services;

            (v) Any such subletting will result in there being no more than
      three (3)occupants (which term shall mean Tenant


                                     - 38 -
<PAGE>   42

      and all subtenants) on the floor on which the premises to be sublet are
      situated;

            (vi) The proposed sublease or assignment shall prohibit any further
      subletting;

            (vii) Tenant shall not be in monetary or other material default in
      the performance of any of its obligations hereunder beyond any applicable
      notice and grace period; and


            (viii) The proposed subtenant or assignee shall not then be a tenant
      in the Building or a related corporation of any other tenant (except
      Tenant), or a person then negotiating with Landlord for the rental of any
      space in the Building, unless Landlord has no comparably sized office
      space in the Building available for rent and does not anticipate having
      any comparably sized office space available for rent in the Building
      within 6 months.


            (d) In the event that Tenant fails to execute and deliver any
assignment or sublease to which Landlord shall have consented within forty-five
(45) days after the giving of such consent, then Tenant shall again comply with
all of the provisions and conditions of this Article before assigning this Lease
or subletting all or any part of the Premises.


            Section 22.07. Notwithstanding anything to the contrary contained
herein, if Landlord shall consent to any assignment or subletting and Tenant
shall either (a) receive any consideration from its assignee (other than a
successor or related corporation) in connection with the assignment of this
Lease, Tenant shall pay over to Landlord one half (1/2) of such consideration as
shall exceed the reasonable brokerage commissions and reasonable legal fees and
reasonable advertising expenses incurred by Tenant for such assignment and any
amount reasonably paid by the assignee for the purchase of Tenant's Property in
the Premises, or (b) sublet the Premises to anyone (other than a related
corporation) for rents which for any period shall exceed (i) the rental rate of
thirty five dollars ($35) per rentable square foot from the Rent Commencement
Date until March 31, 1998 (ii) the rental rate of thirty nine dollars ($39) per
rentable square foot from April 1, 1998 through the last day of the initial Term
until the Expiration Date of March 31, 2003 and during any Extension Term (as
hereinafter defined) and (iii) thereafter during any Renewal Term (as
hereinafter defined) the rents payable for the subleased space under this Lease,
for the same period, Tenant shall pay Landlord, as Additional Rent, one-half
(1/2) of any "net profits" (as hereinafter defined) that Tenant may derive from
such subletting. The term "net profits" shall mean such excess consideration
less only reasonable brokerage commissions and reasonable legal fees and
reasonable advertising expenses incurred by Tenant for such subletting, and any
free rent period spread ratably over the term of the subletting.


            Section 22.08. If Landlord shall recover or come into possession of
the Premises before the date herein fixed for the termination of this Lease,
Landlord shall have the right, at its option, to take over any and all subleases
of the Premises or any part thereof made by Tenant and to succeed to all the
rights of Tenant in said subleases or such of them as it may eject to take over.
Tenant hereby expressly assigns and transfers to Landlord such of the subleases
as Landlord may elect to take over at the time of such recovery of possession,
such assignment and transfer not to be effective until the termination of this
Lease or re-entry by Landlord hereunder or if Landlord shall otherwise succeed
to Tenant's estate in the Premises, at which time Tenant shall upon request of
Landlord execute, acknowledge and deliver to Landlord such further assignments
and transfers as may be necessary to confirm the vesting in Landlord of the then
existing subleases. Every sublease of all or any portion of the Premises


                                     - 39 -
<PAGE>   43


is subject to the condition, and by its acceptance and entry into a sublease
each subtenant thereunder shall be deemed conclusively to have thereby agreed,
that from and after the termination of this Lease or re-entry by Landlord
hereunder, or if Landlord shall otherwise succeed to Tenant's estate in the
Premises, such subtenant shall waive any right to surrender possession or to
terminate the sublease by reason of the termination of the Lease, and, at
Landlord's election, such subtenant shall attorn to and recognize Landlord as
its landlord under all of the then executory terms of such sublease, except that
Landlord shall not (i) be liable for any previous act, omission, or negligence
of Tenant as sublandlord under such sublease, (ii) be subject to any
counterclaim, or offset which theretofore accrued to such subtenant against
Tenant, (iii) be bound by any previous modification or amendment of such
sublease not approved by Landlord or by any previous prepayment of more than one
(1) month's rent and additional rent which shall be payable as provided in the
sublease, (iv) be obligated to repair the subleased space or the Building or any
part thereof, in the event of total or substantial total damage or in the event
of partial condemnation or (v) be obligated to perform any work in the subleased
space, and the subtenant shall execute and deliver to Landlord any instruments
Landlord may reasonably request to evidence and confirm such attornment. Each
subtenant or licensee of Tenant shall be deemed automatically, upon and as a
condition of occupying or using the Premises or any part thereof, to have given
a waiver of the type described in and to the extent and upon the conditions set
forth in Section 8.07.



            Section 22.09. Anything herein contained to the contrary
notwithstanding, Tenant shall have the right, with Landlord's consent, which
consent shall not be unreasonably withheld or delayed, to sublease up to 4,500
rentable square feet of the Premises, in the aggregate, for a term not to exceed
five (5) years, provided, that (i) the named Tenant is in actual occupancy
(i.e.- exclusive of subtenants) of the remainder of the Premises and any such
subletting shall not be to more than two (2) subtenants and (ii) Tenant shall
comply with all of the provisions of this Lease, including this Article 22,
except Section 22.06(a)(iii) hereof.


            Section 22.10. Landlord, after written request by Tenant, shall
deliver to Tenant a subordination, non-disturbance and attornment agreement
between Landlord and the subtenant, which non-disturbance agreement shall be in
the form then customarily used by Landlord and reasonably approved by Tenant,
providing in substance that so long as said subtenant is not in default under
the sublease, then Landlord will not terminate the sublease or take any action
to recover possession of the subleased premises, notwithstanding the termination
of this Lease, subject to the following terms and conditions:

            1. The rent under such sublease shall be the greater of (a) the fair
      market rental value of the subleased premises or the rental rate for such
      space under this Lease (including Fixed Rent and Additional Rent),
      provided, that if the rent under such sublease is lower than the rental
      rate under this Lease then Tenant shall deliver to Landlord together with
      such written request for such non-disturbance agreement a Letter of Credit
      pursuant to Article 36 in an amount equal to the difference between (x)
      the rental rate under this Lease and (y) the rent under such sublease
      multiplied by (z) the number of years (or part thereof) of such sublease.

            2. Anything herein contained to the contrary notwithstanding, if
      Landlord shall deliver a non-disturbance agreement to a subtenant then
      Landlord shall have the absolute right to consider the financial worth of
      the


                                     - 40 -
<PAGE>   44

      proposed subtenant in connection with determining whether to grant its
      consent to a proposed subtenant.


            3. Landlord shall use Landlord's reasonable efforts (which shall
      mean that Landlord shall request same on behalf of Tenant) to deliver to
      such subtenant a non-disturbance agreement from the holder of any
      Paramount Mortgage or the landlord under any future Paramount Lease which
      non-disturbance agreement shall be in the form then customarily used by
      any institutional Paramount Mortgagee or an institutional Paramount Lessor
      or such form as shall be reasonably approved by Tenant. Any fees or costs
      (including attorneys fees and disbursements) imposed by the holder of any
      Paramount Mortgage or landlord under any Paramount Lease or its attorney
      in connection with the granting of any such non-disturbance agreement
      shall be paid by such subtenant within twenty (20) days after demand.


            4. The proposed sublease shall cover more than 10,000 rentable
      square feet of the Premises.


            5. Any fees or costs of Landlord (including attorneys fees and
      disbursements) in connection with such non-disturbance agreement shall be
      paid by such subtenant within twenty (20) days after demand.

                                   ARTICLE 23

                 Subordination and Attornment; Non-Disturbance


            Section 23.01. Subject to Section 22.03, this Lease and all rights
of Tenant hereunder are subject and subordinate in all respects to (a) all
future ground leases, operating leases, superior leases, overriding leases and
underlying leases and grants of term of the Land and the Building or any portion
thereof (collectively, including the applicable items set forth in Subdivision
(d) of this Section 23.01, the "Paramount Lease") whether or not the Paramount
Lease shall also cover other lands or buildings, (b) all mortgages and building
loan agreements, including leasehold mortgages and spreader and consolidation
agreements, which may now or hereafter affect the Land, the Building, the Real
Property or the Paramount Lease (collectively, including the applicable items
set forth in Subdivisions (c) and (d) of this Section 23.01, the "Paramount
Mortgage"), whether or not the Paramount Mortgage shall also cover other lands
or buildings or leases, (c) each advance made or to be made under the Paramount
Mortgage, and (d) all renewals, modifications, replacements, substitutions and
extensions of the Paramount Lease and the Paramount Mortgage. The provisions of
this Section shall be self-operative and no further instrument of subordination
shall be required. In confirmation of such subordination, Tenant shall promptly
execute and deliver, at its own cost and expense, any instrument, in recordable
form if requested, that Landlord, the Paramount Lessor or the Paramount
Mortgagee may reasonably request to evidence such subordination; and if Tenant
fails to execute, acknowledge or deliver any such instrument within ten (10)
days after request therefor, Tenant hereby irrevocably constitutes and appoints
Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute,
acknowledge and deliver any such instruments for and on behalf of Tenant. Any
Paramount Mortgagee may elect that this Lease small have priority over such
Paramount Mortgage and, upon notification thereof by such Paramount Mortgagee to
Tenant, this Lease shall be deemed to have priority over such Paramount
Mortgage, whether this Lease is dated prior to or subsequent to the date of such
Paramount Mortgage. If, in connection with the obtaining, continuing or renewing
of financing for which the Building, Land, Real Property or the interest of the
lessee under the Paramount Lease represents collateral, in whole or in part, any
bank, insurance company, pension fund or other lending institution shall request



                                     - 41 -
<PAGE>   45

reasonable modifications of this Lease as a condition of its granting such
financing, Tenant will not unreasonably withhold its consent thereto, provided
that such modifications do not increase the Fixed Rent, materially and adversely
increase the obligations of Tenant hereunder or materially and adversely affect
Tenant's rights hereunder. Tenant agrees that this Lease is, or may be, subject
to the prior approval of the holder of any Paramount Mortgage now in existence
or for which a written commitment has been issued. Approval of this Lease is
required by the terms of the Paramount Mortgagee and such approval shall be
obtained simultaneously with the execution and delivery of this Lease by
Landlord and Tenant. Tenant agrees that it will give any Paramount Mortgagee
requesting same, notice of any default by Landlord which might entitle Tenant to
cancel this Lease, or abate any Rent payable hereunder (except as set forth in
Section 12.06 hereof), and the opportunity to cure such default within
forty-five (45) days thereafter or provided that such Paramount Mortgage has
within such period advised Tenant of its intent to cure, has commenced such cure
and thereafter diligently proceeds to cure, such longer period as may be
reasonably necessary to effect such cure.

            Section 23.02. If, at any time prior to the termination of this
Lease, the Paramount Lessor or Paramount Mortgagee, or any person, or such
person's successors or assigns, who acquires the interest of Landlord under this
Lease through foreclosure action or an assignment or deed in lieu of foreclosure
(collectively "Successor Landlord") shall succeed to the rights of Landlord
under this Lease, Tenant agrees, at the election and upon request of any
Successor Landlord to fully attorn, to and recognize any such Successor
Landlord, as Tenant's landlord under this Lease upon the then executory terms of
this Lease. The foregoing provisions of this Section shall inure to the benefit
of any such Successor Landlord, shall apply notwithstanding that, as a matter of
law, this Lease may terminate upon the termination of the Paramount Lease, shall
be self-operative upon any such demand, and no further instrument shall be
required to give effect to said provisions. Upon demand of any such Successor
Landlord, Tenant agrees to execute instruments to evidence and confirm the
foregoing provisions of this Section satisfactory to any such successor
Landlord. Tenant hereby constitutes and appoints Landlord attorney-in-fact for
Tenant to execute any such instrument for and on behalf of Tenant, such
appointment being coupled with an interest. Nothing contained in this Section
shall be construed to impair any right otherwise exercisable by any such owner,
holder or lessee.


            Section 23.03. Simultaneously with the execution and delivery of
this Lease by Landlord and by Tenant, Landlord shall deliver to Tenant a
non-disturbance agreement with the holder of the existing Paramount Mortgage
(John Hancock Mutual Life Insurance Company), which non-disturbance agreement
shall be in substantially the form attached hereto as Exhibit F. Landlord shall
obtain for the benefit of Tenant a non-disturbance agreement from the holder of
any future Paramount Mortgage which non-disturbance agreement shall be in
substantially the form attached hereto as Exhibit F or in the form then
customarily used by any institutional Paramount Mortgagee or such form as shall
be reasonably approved by Tenant. Landlord shall obtain for the benefit of
Tenant a non-disturbance agreement from the landlord under any future Paramount
Lease which non-disturbance agreement shall be in the form then customarily used
by any institutional Paramount Lessor or such form as shall be reasonably
approved by Tenant. Any fees or costs (including attorneys fees and
disbursements) imposed by the holder of the existing Paramount Mortgage in
connection with those portions of Paragraph 4 of the Subordination,
Non-Disturbance and Attornment Agreement attached hereto as Exhibit F relating
to the cooperation by the Paramount Mortgagee shall be paid by Tenant within
twenty (20) days after demand.



                                     - 42 -

<PAGE>   46

                                   ARTICLE 24

                          Access; Change in Facilities

            Section 24.01. All parts (except non-glass surfaces facing the
interior of the Premises) of all walls, windows and doors bounding the Premises,
all balconies, atrium access ways to atria not within any tenant's premises,
terraces, stairs, landings and roofs adjacent to the Premises, all space in or
adjacent to the Premises used for columns, shafts, stacks, stairways, risers,
elevator shafts and machinery, conduits, air conditioning rooms, Telephone
rooms, fan rooms, heating, ventilating, air conditioning, plumbing, electrical
and other mechanical facilities, service closets and other Building Equipment,
and the use thereof, as well as access thereto through the Premises for the
purposes of operation, decoration, cleaning, maintenance, safety, security,
alteration and repair, are hereby, subject to Tenant's rights expressly set
forth in the Work Letter, exclusively reserved to Landlord. Landlord reserves
the right, at any time, without incurring any Liability to Tenant therefor, to
make such changes in or to the Building and the Building Equipment, as well as
in the entrances, doors, lobbies, plaza areas, atria not within any tenant's
premises, corridors, elevators, Building stairs, landings, toilets and other
public parts of the Building not within the Premises, as it may deem necessary
or desirable, provided any such change (a) does not unreasonably deprive Tenant
of access to the Premises, (b) does not materially and adversely interfere with
the use of the Premises or the services furnished to the Premises for an
unreasonable length of time, and (c) does not reduce the area of the Premises in
excess of 1/2% (provided that any such reduction in space shall be accompanied
by an appropriate adjustment in rent).

            Section 24.02. Landlord may install, use, control and maintain
pipes, fans, ducts, wires and conduits within or through the Premises, or
through the walls, columns and ceilings therein, provided that the installation
work will not unreasonably interfere with Tenant's use and occupancy of the
Premises, or reduce the floor area thereof by more than l/2% (provided that any
such reduction in space shall be accompanied by an appropriate adjustment in
rent). Where access doors are required in or adjacent to the Premises for
mechanical trades, Landlord shall furnish them and have all keys to such access
doors. Tenant shall cooperate with Landlord in the location of Landlord's access
doors for such facilities.


            Section 24.03. Landlord or Landlord's agents shall have the right
after notice to Tenant (except in an emergency) to enter the Premises at all
reasonable times, whether or not during normal business hours, for any of the
purposes specified in this Article and (a) to examine the Premises or for the
purpose of performing any obligation of Landlord or exercising any right
reserved to Landlord in this Lease; (b) during business hours (as herein
defined) to exhibit the Premises to others within the last twelve (12) months of
the Term or in connection with the sale or lease or mortgage of the Building;
(c) to make or cause to be made such repairs or Improvements, or to perform such
maintenance, including the maintenance of Building Equipment, as Landlord may
deem reasonably necessary or desirable; (d) to take into and store upon the
Premises all materials that may be required in connection with any such repairs,
Improvements or maintenance of the premises; and (e) to alter, renovate and
decorate the Premises if during the last month of the Term of this Lease Tenant
shall have abandoned the Premises. If Tenant, its agents or employees shall not
be present or shall not permit an entry into the Premises at any time when such
entry shall be permissible, Landlord may use a master key or forcibly enter the
Premises without any liability therefor.



                                     - 43 -
<PAGE>   47

            Section 24.04. Landlord or Landlord's agents shall have the right to
permit access to the Premises at any time, whether or not Tenant shall be
present, to any receiver, trustee, marshal or other person entitled to, or
reasonably purporting to be entitled to, such access for the purpose of taking
possession of, or removing, any Tenant's Property or property of any, other
occupant of the Premises, or for any other lawful purpose, or by any
representative of the fire, police, building, sanitation or other department or
instrumentality of the borough, city, state or federal governments requiring
access thereto under color of law. Nothing contained in, nor any action taken by
Landlord under, this Section shall be deemed to constitute recognition by
Landlord that any person other than Tenant has any right or interest in this
Lease or the Premises.

            Section 24.05. Landlord reserves the right to light, from time to
time, all or any portion of the outside of the Premises and any atrium at night
for display purposes without paying Tenant therefor.

                                   ARTICLE 25

                              Inability to Perform

            Section 25.01. This Lease and the obligations of Tenant to pay rent
and perform all of the terms of this Lease on the part of Tenant to be performed
shall in no way be affected because Landlord is unable or delayed in fulfilling
any of its obligations under this Lease by reason of Force Majeure, except as
set forth in Section 12.06. Landlord shall be under no obligation to employ
overtime labor in order to satisfy any of Landlord's obligations under this
Lease, unless Tenant agrees to pay to Landlord for the marginal cost of such
overtime labor and pays such cost for such work which has been performed within
twenty (20) days after demand in which event Landlord shall employ such overtime
labor which has been performed to make necessary repairs or restore necessary
services.

                                   ARTICLE 26

                                     Waiver

            Section 26.01. In the event Landlord commences any summary
proceeding (whether for non-payment of rent, or for Tenant's holding-over, or
otherwise), or an ejectment action to recover possession of the Premises, or
other action for non-payment of rent, Tenant covenants and agrees that it will
not interpose any counterclaim in any such action or proceeding, or seek by
consolidation or otherwise to interpose any counterclaim unless the failure to
impose such counterclaim shall constitute a waiver. To the extent permitted by
applicable law, Tenant hereby waives trial by jury and agrees that Tenant shall
not interpose any counterclaim of whatsoever nature or description in any matter
whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, or Tenant's use or occupancy of the
Premises, any claim of injury or damage, or any emergency or other statutory
remedy with respect thereto. Any claim that Tenant may have against Landlord
shall be separately prosecuted unless the failure to impose such claim shall
constitute a waiver. The provisions of this Article shall survive the breach or
termination of this Lease.


                                     - 44 -
<PAGE>   48

                                   ARTICLE 27

                                No Other Waiver

            Section 27.01. The failure of Landlord to insist in any instance
upon the strict performance of any term of this Lease, or to exercise any right
herein contained, shall not be construed as a waiver or relinquishment for the
future of the performance of such obligation or such right, out the same shall
continue and remain in full force and effect with respect to any continuance
thereof or any subsequent breach, act or omission.

            Section 27.02. The following specific provisions of this Section
shall not limit the generality of the provisions of this Article:

            (a) No agreement to accept a surrender of all or any part of the
      Premises or this Lease shall be valid unless in writing and signed by
      Landlord. No delivery of keys to the Premises by Tenant to Landlord shall
      operate as a termination of this Lease or a surrender of the Premises or
      this Lease.

            (b) The receipt or acceptance by Landlord of rent with knowledge of
      breach by Tenant of any term of this Lease shall not be deemed a waiver of
      such breach.

            (c) No payment by Landlord or Tenant or receipt by Landlord or
      Tenant of a lesser amount than the correct rent or the amount shall be
      deemed to be other than a payment on account, nor shall any endorsement or
      statement on any check or any accompanying letter be deemed to effect or
      evidence an accord and satisfaction, and Landlord and Tenant may accept
      such check or payment without prejudice to Landlord's or Tenant's right to
      recover the balance or pursue any other right.

            (d) Neither any option granted to Tenant in this Lease or in any
      collateral instrument to renew or extend the Term, nor the exercise of any
      such option by Tenant, shall prevent Landlord from exercising any option
      or right granted or reserved to Landlord in this Lease or in any
      subsequent collateral instrument or that Landlord may otherwise have, to
      terminate this Lease or any renewal or extension of the term either during
      the original Term or during the renewed or extended term. Any renewal or
      extension right granted to Tenant shall be personal to Tenant and may not
      be exercised by any assignee (except a "successor corporation"). Any
      termination of this Lease shall serve to terminate any such renewal or
      extension of the Term, whether or not Tenant shall have exercised any
      option to renew or extend the Term. No option granted to Tenant to renew
      or extend the Term shall be deemed to give Tenant any further option to
      renew or extend. Any option to renew or extend granted to Tenant shall
      immediately cease, terminate and expire if Tenant shall be in default
      under Section 17.01A(a) or (b) beyond any applicable notice and grace
      period.

                                   ARTICLE 28

                                  Arbitration

            Section 28.01. The parties have not agreed to the determination of
any dispute arising out of this Lease by arbitration unless determination in
such manner shall have been specifically provided for in this Lease.

            Section 28.02. The party desiring arbitration shall give notice to
that effect to the other party and shall advise


                                     - 45 -
<PAGE>   49

the American Arbitration Association of such determination and arbitration shall
proceed before a single arbitrator under the rules thereof then obtaining.

            Section 28.03. The arbitrator shall be a fit and impartial person
who shall have bad at least fifteen (15) years' experience in the County of New
York in a calling connected with the matter of the dispute.

            Section 28.04. The arbitration shall be conducted, in accordance
with the then rules of the American Arbitration Association (or any organization
successor thereto) in New York County before a single arbitrator which shall be
selected by mutual agreement of the parties hereto within thirty (30) days of
the date any notice is sent under this Article and if the parties shall fail to
agree then the arbitrator shall be selected by the American Arbitration
Association in accordance with said rules. The arbitrator shall render its
decision and award, within thirty (30) days after being selected as an
arbitrator. Such decision and award may not vary the terms of this Lease and
shall be in writing and shall be final and conclusive on the parties, and
counterpart copies thereof shall be delivered to each of the parties. Judgment
may be had on the decision and award of the arbitrator so rendered in any court
of competent jurisdiction.

            Section 28.05. The parties shall pay the fees and expenses of the
arbitrator and all other expenses of the arbitration (other than the fees and
disbursements of attorneys or witnesses for each party) shall be borne equally
by the parties.

            Section 28.06. Notwithstanding the provisions of this Article, if
any delay in complying with any requirement of this Lease by Tenant might
subject Landlord to any fine or penalty, or to prosecution for a crime, Landlord
may exercise its right under Article 19 to remedy such default and in such event
the sole question to be determined by the arbitrators under this Article shall
be whether Tenant is liable under Article 19 for Landlord's costs and expenses
of curing such default.

                                   ARTICLE 29

                                Quiet Enjoyment

            Section 29.01. If, and so long as, Tenant pays the rent and keeps,
observes and performs each and every provision of this Lease on the part and on
behalf of Tenant to be kept, observed and performed, Tenant shall peaceably and
quietly enjoy the Premises throughout the Term without hindrance by Landlord or
any person lawfully claiming through or under Landlord, subject to the terms of
this Lease.

                                   ARTICLE 30

                             Rules and Regulations


            Section 30.01. Tenant and its employees, agents, invitees, legal
representatives and licensees shall faithfully observe and strictly comply with,
and shall not permit violation of, the Rules and Regulations annexed hereto as
Exhibit E, and such reasonable changes therein as Landlord hereafter may make
and communicate to Tenant ("Rules and Regulations"). Tenant's right to dispute
the reasonableness of any additional Rules and Regulations shall be deemed
waived unless asserted to Landlord within thirty (30) days after Landlord shall
have given Tenant notice of the adoption of any such additional Rules and
Regulations. In case of any conflict or inconsistency between the provisions of
this Lease and any Rules and Regulations, the provisions of this Lease shall
control. Landlord shall have no duty or obligation to



                                     - 46 -
<PAGE>   50

enforce any Rule or Regulation, or any term, covenant or condition of any other
lease, against any other tenant.


            Section 30.02. Notwithstanding anything to the contrary in any of
the Rules and Regulations, whenever Landlord shall claim by notice to Tenant
that Tenant is violating any of the provisions of the Rules and Regulations, and
Tenant shall in good faith dispute such claim to Landlord within thirty (30)
days after service of Landlord's notice of the violation, the dispute shall be
determined by arbitration pursuant to Article 28.


                                   ARTICLE 31

                       Building Name; Building Directory

            Section 31.01. The Building may be designated and known by any name
or address Landlord may choose and such designated name or address may be
changed from time to time in Landlord's sole discretion, provided, however, that
Landlord shall not name the Building after the name of another tenant in the
Building which has leased from Landlord less rentable square feet than Tenant.

            Section 31.02. Landlord, on Tenant's request, shall maintain
listings on the Building directory of the names of Tenant, its organizational
divisions and any other persons or business entities lawfully occupying the
Premises or any part thereof, and the names of any of their officers and
employees, provided, that such listings do not exceed fifty (50) lines on
the Building directory in the aggregate. The listing of any name other than that
of Tenant on the Building directory or on any of the doors of the Premises or
elsewhere in or about the Building or the Premises shall not be deemed to vest
in the person or entity so listed any right or interest in the Lease or in the
Premises or to constitute any consent of Landlord required under the Lease, or a
waiver thereof.

                                   ARTICLE 32

                         Shoring; No Dedication; Hoists

            Section 32.01. If any excavation or other construction work shall be
undertaken or authorized upon land near or adjacent to the Building or in any
areas beneath the Building or in subsurface space adjacent to said areas,
Tenant, without liability on the part of Landlord therefor, shall afford
Landlord or the person causing such excavation or other construction work
license to enter upon the Premises for the purpose of doing such work as
Landlord or such person shall deem necessary to protect any of the walls or
structures of the Building or surrounding land from injury or damage and to
support the same by proper foundations, pinning and/or underpinning.

            Section 32.02. Any blasting or other noise from any demolition,
excavation and/or construction work adjoining or in the vicinity of the Building
shall not constitute a basis for any reduction in rent or any other claims.

            Section 32.03. Landlord shall have the right to erect any gate,
chain or other obstruction, or to close off any portion of the Real Property to
the public at any time to the extent necessary to prevent a dedication thereof
for public use.


                                     - 47 -
<PAGE>   51

                                   ARTICLE 33

                              Notice of Accidents

            Section 33.01. Tenant shall give notice to Landlord, promptly after
Tenant learns thereof, of any accident, emergency, occurrence for which Landlord
might be liable, fire or other casualty and all damages to or defects in the
Premises, the Building or the Building Equipment, for the repair of which
Landlord might be responsible or which constitutes Landlord's property. Such
notice shall be given by telegram or personal delivery to the address of
Landlord then in effect for notices.

                                   ARTICLE 34

                              Hazardous Substances

            Section 34.0l.A. Landlord represents that there is no asbestos in
the Premises on the date hereof and in the event that asbestos does exist in the
Premises on the date hereof, then it shall be removed by Landlord at its
expense. During the Term of this Lease, Landlord shall not introduce into the
Premises any substance currently designated as a Hazardous Substance (as
hereinafter defined) on the date hereof and if any such substance is introduced
into the Premises by Landlord then Landlord shall remove same at Landlord's sole
cost and expense. Landlord shall indemnify and hold Tenant harmless from and
against any and all damages, liabilities, claims and expenses (including
reasonable attorneys fees) resulting from a breach by Landlord under this
Paragraph and from the existence in the Premises on the date hereof of any
substance currently designated as a Hazardous Substance on the date hereof,
subject to Paragraph C below.

            B. Tenant covenants that all activities undertaken on or about the
Premises shall not violate any applicable federal, state or local statutes,
rules or regulations whether now existing or hereafter enacted or promulgated)
or any judicial or administrative interpretation thereof, including any judicial
or administrative orders or judgments (hereinafter collectively referred to as
"statutes, rules or regulations"), governing the use, storage, transportation
and disposal of any Hazardous Substances. As used in this Article, "Hazardous
Substances" shall mean any hazardous, toxic or radioactive substance, material,
matter or waste which is or becomes regulated by any federal, state or local
law, ordinance, order, rule, regulation, code or any other governmental
restriction or requirement, and shall include asbestos, petroleum products and
the terms "Hazardous Substance" and "Hazardous Waste" as defined in the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
as amended, 42 U.S.C. ss.9601 et seq., and the Resource Conservation and
Recovery Act ("RCA") as amended, 42 U.S.C. ss.6901 et seq. Landlord shall have
the right, at Tenant's expense, to monitor compliance with such statutes, rules
and regulations and Landlord shall have the right to require Tenant and any
subtenant, assignee, licensee, occupant or user of the Premises to demonstrate
to Landlord and to any Superior Mortgagee that the practices designed to ensure
the safe and legal use of any Hazardous Substances on or about the Premises have
been properly implemented in accordance with all statutes, rules and
regulations. Tenant further covenants and agrees to indemnify, protect and save
Landlord and any mortgagee harmless from and against any and all damages,
losses, liabilities, obligations, penalties, claims, litigation demands,
defenses, judgments, suits, proceedings, costs, disbursements and expenses of
any kind or any nature whatsoever (including, without litigation, reasonable
attorneys, and experts, fees and disbursements) which may at any time be imposed
upon, incurred by or asserted or awarded against Landlord and any mortgagee and
arising from or


                                     - 48 -
<PAGE>   52

out of any Hazardous Substances on, in, under or affecting all or any portion of
the Building or Premises, introduced by, or on behalf of Tenant, any subtenant,
assignee, licensee, occupant or user of the Premises, including, without
limitation (i) the costs of handling, storage and disposal of any and all
Hazardous Substances form all or any portion of the Building or Premises, (ii)
additional costs required to take necessary precautions to protect against the
release of Hazardous Substances on, in, under or affecting the Building or
Premises, into the air, any body of water, any other public domain or any
surrounding areas and (iii) any costs incurred to comply, in connection with all
or any portion of the Building or Premises, with all applicable statutes, rules
and regulations with respect to Hazardous Substances.

            C. Notwithstanding the foregoing, (i) Tenant shall have the right,
in a safe manner and in compliance with any applicable Legal Requirements, to
have small amounts of cleaning material or office chemicals commonly used in
offices in quantities normally used and stored in offices, substances in UPS
systems and fuel and lubricant for Tenant's generating system, chemicals used as
water treatment in Tenant's air conditioning systems and reasonable supplies
thereof and (ii) Landlord shall have the right to have small amounts of cleaning
materials or office materials and other materials and substances commonly used
in office buildings. The provisions of this Article shall survive the expiration
or sooner termination of this Lease.

                                   ARTICLE 35

                                   Brokerage

            Section 35.01. Tenant represents that in the negotiation of this
Lease it dealt with no broker(s) other than The Peregrine White Company, Inc.
(the "Broker") and no other broker participated in bringing about this Lease.
Tenant hereby indemnifies and agrees to defend and hold Landlord harmless
against any claim or liability arising out of any inaccuracy or alleged
inaccuracy of the above representation. The parties hereto acknowledge that the
Broker will be paid a commission in accordance with separate agreements.
Landlord represents that to the best of Landlord's knowledge, it has not dealt
with any broker other than the Broker in connection with this Lease.

                                   ARTICLE 36

                                Letter of Credit


            Section 36.0l.A. In the event that Tenant shall deliver to Landlord,
a letter of credit pursuant to any of the provisions of this Lease, then in any
such event such letter of credit shall be an unconditional, irrevocable,
negotiable, commercial Letter of Credit in the form of Exhibit G attached hereto
(hereinafter called the "Credit") which Credit shall be issued by a bank which
is a member of the New York Clearing House Association with assets of net less
than one billion dollars ($1,000,000,000) and which bank is reasonably
acceptable to Landlord, naming Landlord (or its successor as Landlord) as
beneficiary and authorizing the beneficiary to draw on the bank in said amount,
or any portion thereof, available by the beneficiary's sight draft, together
with a statement that said Credit is being drawn in connection with this Lease,
without presentation of any other documents, statements or authorizations. The
Credit shall be in form, satisfactory, to Landlord's lending institutions and
for a term of one (1) year. The Credit shall be transferable and Tenant shall
pay any reasonable transfer fee imposed by the bank in connection with any such
transfer. The bank shall further agree with drawers, endorsers, and all bona
fide holders that drafts drawn



                                     - 49 -
<PAGE>   53
 under and in compliance with the terms of the Credit will be duly honored upon
presentation to the bank at its main office located in New York, New York. The
Credit shall be subject to the Uniform Customs and Practice for Documentary
Credits (1983 Revision) International Chamber of Commerce Publication No.400, as
may be hereafter amended. If the credit is not reasonably satisfactory to
Landlord, Tenant may not take any action which is predicated on the delivery of
the Credit. Tenant shall not interfere with Landlord's drawing of the Credit
from the Bank issuing such Credit and Tenant shall hold Landlord harmless from
such interference, provided, that noticing herein shall be deemed to waive any
right of Tenant to dispute the propriety of Landlord's draw of the Credit
subsequent to such draw.

            If the credit and/or the proceeds of all or part of said Credit
become less than the full amount of the Credit herein required for such one (1)
year period, then and in such event Tenant shall, upon demand, deposit with
Landlord the amount of any Credit theretofore used or applied by Landlord
pursuant to the terms hereof in order that Landlord shall have the full amount
of the Credit on hand at all times during the term of this Lease.

            Unless the Credit has theretofore been returned to Tenant as
provided in Paragraph B below, it shall be the obligation of Tenant to deliver
to Landlord at least forty-five (45) days prior to the expiration date of the
then existing Credit, a renewal or extension of said Credit or a substitute
Credit (each fully complying with the foregoing). If for any reason Landlord has
not received such renewal or extension or substitute Credit within forty-five
(45) days prior to the expiration date of the then existing Credit, then and in
such event Landlord shall be free to draw on the Credit and hold and use and
apply the proceeds thereof in accordance with the provisions of this Lease. The
failure of Tenant to comply with the provisions of this Article shall be deemed
to be a material breach of Tenant's obligations under this Lease and in such
event Landlord shall be entitled to pursue all available remedies in accordance
with the terms of this Lease.

            B. In the event that Landlord is entitled to draw on the Credit,
Landlord may use, apply or retain the whole or any part of the Credit, as the
case may be, to the extent required for the payment amounts owing under this
Lease which have been paid pursuant hereto. In the event of a sale or lease of
the Building, Landlord shall have the right to transfer the Credit or the
proceeds thereof held as security; to the vendee or lessee and Landlord shall
immediately be released by Tenant from all liability for the return of such
Credit or the proceeds thereof held as security; and Tenant agrees to look
solely to the new owner or landlord for the return of said Credit or the
proceeds thereof held as security; and it is agreed that the provisions hereof
shall apply of every transfer or assignment made of the Credit to a new owner or
landlord. Tenant shall not assign or encumber or attempt to assign or encumber
the Credit and neither Landlord nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or encumbrance.

                                   ARTICLE 37

                                Window Cleaning

            Section 37.01. Tenant will not require, permit, suffer or allow the
cleaning of any window on the Premises from the outside (within the meaning of
Section 202 of the New York Labor Law or any successor statute thereto) unless
the equipment and safety devices required by all Legal Requirements including
Section 202 of the New York Labor Law or any successor statute thereto are
provided and used; and Tenant hereby indemnifies Landlord against liability as a
result of the Tenant's requiring, permitting, suffering or allowing any window
in the Premises to be cleaned from the outside in violation of any Legal
Requirement. Tenant will in no event clean the glass within any atrium,
notwithstanding that tenants on atrium floors will pay the cost of such cleaning
as provided in Section 14.01B.


                                     - 50 -
<PAGE>   54

                                   ARTICLE 38

                                    Consents

            Section 38.01. Wherever it is specifically provided in this Lease
that a party's consent is not to be unreasonably withheld, such consent shall
also not be unreasonably delayed.

            Section 38.02. Tenant hereby waives any claim against Landlord which
it may have based upon any assertion that Landlord has unreasonably withheld or
unreasonably delayed any such consent, and Tenant agrees that its sole remedy
shall be an action or proceeding to enforce any such provision or for specific
performance, injunction or declaratory judgment. In the event of a determination
favorable to Tenant, the requested consent shall be deemed to have been granted;
however, Landlord shall have no personal or other liability to Tenant for its
refusal or failure to give such consent. The sole remedy for Landlord's
unreasonably withholding or delaying of consent shall be as set forth in this
Section.

                                   ARTICLE 39

                                    Notices

            Section 39.01. A. Except as otherwise expressly provided in this
Lease or pursuant to any Legal Requirement, any bills, statements, notices,
demands, requests, consents or other communications given or required to be
given under or in connection with this Lease or pursuant to any Legal
Requirement shall be effective only if in writing and

            (a) if to Tenant, then, at the option of Landlord,

                  (i)   by registered or certified mail, return receipt
                        requested, postage prepaid, or by Federal Express or
                        other similar overnight courier service (except that any
                        default notice hereunder shall be given by registered or
                        certified mail rather than by Federal Express or other
                        overnight courier service) addressed to Tenant's address
                        as set forth in this Lease attn: General Counsel if
                        mailed prior to time Rent Commencement Date or at the
                        Building if subsequent to the Rent Commencement Date,
                        with a copy for informational purposes only to Rogers &
                        Wells 200 Park Avenue, New York, New York 10166 Attn:
                        Lewis Bart Stone, provided, that the failure to give a
                        copy of any default notice shall not affect the validity
                        thereof or to such other addresses as Tenant may
                        designate for such purpose by like notice, or

            (b) if to Landlord, sent by registered or certified mail, return
      receipt requested, postage prepaid, or by Federal Express or other
      overnight courier service except that any default notice hereunder shall
      be given by registered or certified mail rather than by Federal Express or
      overnight courier service) addressed to Landlord's address as set forth in
      this Lease with a copy for informational purposes only to Barry M.
      Bernstein, P.C., 655 Madison Avenue, 19th Floor, New York. New York 10021,
      provided, that the failure to give a copy of any default notice shall not
      affect the validity thereof or to soon other or further address or
      addresses as Landlord may designate for such purpose by like notice; or

            (c) if to any other person, sent by registered or


                                     - 51 -
<PAGE>   55

      certified mail, return receipt requested and postage prepaid, addressed to
      such person's last known principal address or to such other address as
      soon person may designate to Landlord and Tenant as its address for such
      purpose by like notice.


            B. Any such bill, statement, notice, demand, request, consent or
other communication shall be deemed to have been rendered or given three (3)
business days after the date mailed.


            Section 39.02. A. Notwithstanding the provisions of Section 39.01,
notices requesting after-hours services pursuant to Article 12 may be given by
personal delivery to the Building manager or any other person in the Building
designated by Landlord to receive such notices.

            B. If there occurs any strike or interruption of certified and
registered mail service, notices may be given by telegram or personal delivery,
but shall not be effective until personally received by an executive officer of
a party which is a corporation, or a partner of a party which is a partnership,
or a principal of any other entity.

                                   ARTICLE 40

                       Definitions; Construction of Terms

            Section 40.01. For the purposes of this Lease and all agreements
supplemental to this Lease:

            (a) "Additional Rent" see Section 3.01A.

            (b) "Building" see Section 1.01.

            (c) "Building Equipment" shall mean all machinery, apparatus,
      equipment, personal property, fixtures and systems of every kind and
      nature whatsoever now or hereafter attached to or used in connection with
      the operation or maintenance of the Real Property, including all
      electrical heating, mechanical, sanitary, sprinkler, utility, power,
      plumbing, cleaning, fire prevention, refrigeration, ventilating, air
      cooling, air conditioning elevator and escalator systems, apparatus and
      equipment and any and all additions, renewals and replacements of any
      thereof, but excluding however, (i) Tenant's Property, (ii) property of
      any other tenant, (iii) property of contractors servicing the Building and
      (iv) improvements for water, gas, steam and electricity and other similar
      equipment owned by any public utility company or any government agency or
      body.

            (d) "Commencement Date" see Section 2.01.

            (e) "Expiration Date" see Section 2.01.

            (f) "Fixed Rent" see Section 3.01A.

            (g) "Fixtures" see Section 10.07.

            (h) "Force Majeure" shall mean any and all causes beyond Landlord's
      reasonable control, including, without limitation, delays caused by
      Tenant, other tenants, government regulation, governmental restriction,
      strike, labor jurisdictional disputes, labor dispute, riot, accident,
      mechanical breakdown, shortages or inability to obtain labor, fuel, steam,
      water, electricity or materials, acts of God, war, enemy action, civil
      commotion, fire or other casualty.

            (i) "Improvements" shall mean improvements, alterations,


                                     - 52 -
<PAGE>   56

      additions, installations, substitutions and betterments whether made by or
      on behalf of Landlord or Tenant, but shall not include decoration or
      redecorations made by Tenant, not requiring any building permit, or the
      addition or substitution or alteration of trading positions located on the
      existing raised floor area theretofore approved by Landlord.

            (j) "Insurance Requirements" shall mean all requirements and orders,
      rules, regulations, recommendations and other requirements of the New York
      Board of Fire Underwriters or the Insurance Service Office or any other
      body exercising the same or similar functions and having jurisdiction or
      cognizance of all or any part of the Real Property.

            (k) "Interest Rate" shall mean a rate per annum equal to the lesser
      of (a) 2% above the prime commercial lending rate of Chemical Bank,
      charged to its customers of the highest credit standing for 90-day
      unsecured loans, in effect from time to time or (b) the maximum applicable
      legal rate, if any. If Chemical Bank shall not have a prime rate, then,
      the prime rate charged by the largest asset commercial bank then
      headquartered and operating in New York State shall apply and obtain.

            (l) Intentionally deleted.

            (m) "Legal Requirements" shall mean laws, statutes and ordinances
      (including building codes and zoning regulations and ordinances) and the
      orders, rules, regulations, directives and requirements of all federal,
      state, county, city and borough departments, bureaus, boards, agencies,
      offices, commissions, and other subdivisions thereof, or of any official
      thereof, or of any other governmental, public or quasi-public authority,
      whether now or hereafter in force, which may be applicable to the Real
      Property, Building Equipment or the Premises or any part thereof or the
      sidewalks, curbs or areas adjacent thereto and all requirements,
      obligations and conditions of all instruments of record on the date of
      this Lease.

            (n) "Premises" see Section 1.01.

            (o) "Real Property" see Section 6.0l(a)(ii).

            (p) "Rules and Regulations" see Section 30.01 and Exhibit D.

            (q) "Paramount Lease" see Section 23.01.

            (r) "Paramount Lessor" shall mean the Lessor at any time under a
      Paramount Lease.

            (s) "Paramount Mortgage" see Section 23.01.

            (t) "Paramount Mortgagee" shall mean the holder at any time of a
      Paramount Mortgage.

            (u) "Successor Landlord" see Section 23.02.

            (v) "Tenant's Property" shall mean all fixtures, improvements,
      additions and other property (i) installed at the sole expense of Tenant,
      (ii) with respect to which Tenant has not been granted any credit,
      concession or allowance by Landlord, (iii) which are removable without
      material damage to the Premises and (iv) which are not replacements of any
      property of Landlord, whether any such replacement is made at Tenant's
      expense or otherwise.

            (w) "Term" see Section 2.01.


                                     - 53 -
<PAGE>   57

            (x) "Untenantable" shall mean that Tenant is unable to use any or
      all of the Premises in the regular course of its business.

            (y) "Work Letter" see Section 4.01 and Exhibit C.

            Section 40.02. If any of the provisions 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 provision to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby, and every
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.

            Section 40.03. For the purposes of this Lease and all agreements
supplemental to this Lease, unless the context otherwise requires:


            (a) The terms "include," "including" and "such as" shall be
      construed as if followed by the phrase "without being limited to." The
      words "herein," "hereof," "hereby," "hereunder" and words of similar
      import shall be construed to refer to this Lease as a whole and not to any
      particular Article or Section unless expressly so stated.


            (b) The term "obligations of this Lease" and words of like import,
      shall mean the covenants to pay rent and to perform all of the other terms
      of 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.

            (c) Intentionally Deleted.

            (d) The term "repair" shall be deemed to include restoration,
      rebuilding and replacement as may be necessary to achieve and maintain
      good working order and condition.

            (e) Intentionally Deleted.

            (f) The term "the terms of this Lease" or "the terms of this
      Article" shall be deemed to include all terms, covenants, conditions,
      provisions, obligations, limitations, restrictions, reservations and
      agreements of this Lease or such Article, as the case may be.

            (g) The term "Landlord's agents" shall be deemed to include all
      agents, contractors, and employees of Landlord.

            (h) The term "tenant" shall be deemed to include any and all
      occupants of the Building.

            (i) The term "consent" shall mean prior consent and approval, and
      the consent by either party to any particular action shall not in any way
      be considered as relieving the other party from obtaining the express
      consent to any subsequent or further action.

            (j) The words "Tenant hereby indemnifies Landlord against liability"
      and words of similar import shall mean that Tenant hereby agrees to and
      hereby does indemnify, defend, hold and save Landlord and Landlord's
      agents and their respective agents harmless from, and against any and all
      loss, cost, liability, claim, damage, fine, penalty and expense, including
      their respective reasonable attorneys' fees, costs and disbursements.


                                     - 54 -
<PAGE>   58

            (k) The rule of "ejusdem generis" shall not be applicable to limit a
      general statement following or referable to an enumeration of specific
      matters to matters similar to the matters specifically mentioned.

            (l) Each term, covenant, agreement, obligation or other provision of
      this Lease on Tenant's part to be performed shall be deemed and construed
      as a separate and independent covenant of Tenant, not dependent upon any
      of the other terms of this Lease unless otherwise expressly provided in
      this Lease. This Lease shall be construed without regard to any
      presumption or other rule requiring construction against the part causing
      this Lease to be drafted. In the event of any action, suit, arbitration,
      dispute or proceeding affecting the terms of this Lease, no weight shall
      be given to any deletions or striking out of any of terms of this Lease
      contained in this Lease or an of this Lease and no such deletion or strike
      out shall be entered into evidence in any such action, suit arbitration,
      dispute or Proceeding nor given any weight therein.

            Section 40.04. The various terms which are defined in other Articles
of this Lease or are defined in exhibits annexed hereto shall have the meanings
specified in such other Articles and such Exhibits for all purposes of this
Lease and all agreements supplemental hereto, unless the context clearly
indicates the contrary.

            Section 40.05. The Article headings in this Lease and the Table of
Contents to this Lease are inserted as a matter of convenience or reference, and
are not to be given any effect in construing this Lease.

                                   ARTICLE 41

                        Estoppel Certificate; Memorandum


            Section 41.01. A. At any time and from time to time upon not less
than ten (10) days' prior notice by Landlord or the Paramount Lessor or the
Paramount Mortgagee to Tenant, Tenant shall, without charge, execute,
acknowledge and deliver to Landlord a statement in writing in recordable form
prepared by Landlord, addressed to such party as Landlord may designate (with
such additions or changes as Landlord may reasonably request) or in form
reasonably satisfactory to Landlord certifying (i) 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), (ii)
whether the Term has commenced and Fixed Rent and Additional Rent have become
payable hereunder and, if so, the dates to which they have been paid, (iii)
whether or not, to the best knowledge of the signer of such certificate Landlord
is in default in performance of any of the terms of this Lease and, if so,
specifying each such default of which the signer may have knowledge, (iv)
whether Tenant has accepted possession of the Premises, (v) whether Tenant has
made any uncollected claim against Landlord under this Lease and, if so, the
nature thereof and the dollar amount, if any, of such claim, (vi) whether there
exist any offsets or defenses against enforcement of any of the terms of this
Lease upon the part of Tenant to be performed and, if so, specifying the same
and (vii) such further reasonable information with respect to the Lease or the
Premises any institutional Paramount Mortgagee or any institutional Paramount
Lessor may require, it being intended that any such statement delivered Pursuant
hereto may be relied upon by any prospective purchaser of the Real Property or
any part thereof or of the interest of Landlord in any part thereof, by any
mortgagee or respective mortgagee thereof, by any lessor or prospective lessor
thereof, by any lessee or prospective lessee thereof, or by any prospective



                                     - 55 -
<PAGE>   59


assignee of any mortgage or lease thereof. At any time and from time to time
upon not less than ten (10) days' prior notice by Tenant, Landlord shall
execute, acknowledge and deliver to Tenant a similar estoppel certificate in
form reasonably satisfactory to Tenant.


            B. The failure of Tenant to execute, acknowledge and deliver to
Landlord a statement in accordance with the provisions of this Section within
30-days after notice shall constitute an acknowledgement by Tenant, which may be
relied on by any person who would be entitled to rely upon any such statement,
that such statement as submitted by Landlord is true and correct.
Notwithstanding such acknowledgment, Tenant shall, at Landlord's option, be in
default hereunder for its failure to execute such statement.

            Section 41.02. At the request of either party, Landlord and Tenant
shall promptly execute, acknowledge and deliver a memorandum with respect to
this Lease sufficient for recording setting forth only the matters required to
be set forth pursuant to Section 291-c of the New York Real Property Law. Such
memorandum shall not in any circumstance be deemed to change, or be deemed a
construction of this Lease, or in the event of conflict control or otherwise
affect any of the terms of this Lease. Tenant agrees not to record this Lease
(whether directly or indirectly) or any other document related hereto other than
any such memorandum, or a non-disturbance agreement relating to this Lease.

                                   ARTICLE 42

                                 Parties Bound

            Section 42.01. The terms of this Lease shall bind and benefit the
successors and assigns of the parties with the same effect as if mentioned in
each instance where a party is named or referred to, except that no violation of
the provisions of Article 22 shall operate to vest any right in any successor or
assignee of Tenant and that the provisions of this Article shall not be
construed as modifying the conditions of limitation contained in Article 17.

            Section 42.02. A. The term "Landlord" shall mean only the owner at
the time in question of the present Landlord's interest in the Building and in
the event of a sale or transfer of the Building (by operation of law or
otherwise), or in the event of the making of a lease of all or substantially all
of the Building, or in the event of a sale or transfer (by operation of law or
otherwise) of the leasehold estate under any such lease, the grantor, transferor
or lessor, as the case may be, shall be and hereby is (to the extent of the
interest or portion of the Building or leasehold estate sold, transferred or
leased) automatically and entirely released and discharged, from and after the
date of such sale, transfer or leasing, of all liability in respect of the
performance of any of the terms of this Lease on the part of the Landlord
thereafter to be performed; provided, that the purchaser, transferee or lessee
(collectively "Transferee") shall be deemed to have assumed such liability and
agreed to perform such terms, subject to the limitations of this Section and
without further agreement between the then parties hereto, or among such parties
and the Transferee) and only during and in respect of the Transferee's period of
ownership of the Landlord's interest under this Lease.

            B. No recourse shall be had on any of Landlord's obligations under
this Lease or for any claim based thereon or otherwise in respect thereof
against any incorporator, subscriber to the capital stock, shareholder,
employee, agent, officer or director, past, present or future, of any
corporation, or any


                                     - 56 -
<PAGE>   60

partner or joint venturer of any partnership or joint venture which shall be
Landlord hereunder or included in the term "Landlord" or of any successor of any
such corporation, or against any principal, disclosed or undisclosed, or any
affiliate of any party which shall be Landlord or included in the term
"Landlord", whether directly or through Landlord or through any receiver,
assignee, agent, trustee in bankruptcy or through any other person, firm or
corporation, whether by virtue of any constitution, statute or rule of law or by
enforcement of any assessment or penalty or otherwise, all such liability being
expressly waived and released by Tenant.

            C. Tenant shall look only and solely to Landlord's estate and
interest in and to the Building for the satisfaction of any right of Tenant
arising out of this Lease, or for the collection of a judgment or other judicial
process or arbitration award requiring the payment of money by Landlord and no
other property or assets of Landlord, Landlord's agents, incorporators,
shareholders, employees, officers, directors, partners, agents, principals
(disclosed or undisclosed), joint venturers, or affiliates shall be subject to
levy, lien, execution, attachment, or other enforcement procedure for the
satisfaction of Tenant's rights and remedies under or with respect to this
Lease, the relationship of Landlord and Tenant hereunder or under law, or
Tenant's use and occupancy of the Premises or any other liability of Landlord to
Tenant.

            Section 42.03. The term "Tenant" shall mean the Tenant herein named,
the Tenant's legal representative, or any assignee or other successor in
interest (immediate or remote) of the Tenant herein named.

            Section 42.04. Nothing contained in this Lease shall be deemed to
confer upon any tenant (other than Tenant), or anyone claiming by, under or
through any tenant (other than Tenant) any right to insist upon, or to enforce
against Landlord or Tenant, the performance of any obligations hereunder.

                                   ARTICLE 43

                                Extension Option

            Section 43.01. If Tenant is not in default hereunder beyond any
applicable notice and grace period, Tenant shall have the option to extend the
term this Lease with respect to the then existing Premises (but not for part of
the then existing Premises), from April 1, 2003 to July 31, 2003 (the "Extension
Period"), upon the same terms and conditions as contained in this Lease (unless
changed or modified mutual agreement) including the then escalated Fixed Rent.
For the Extension Period, (i) the terms "Expense Base" for Expense Escalation
and "Base Tax" for Tax Escalation, under Articles 6 and 7, each shall be deemed
to have the same meaning as set forth herein (so that there will be no change or
readjustment upon the beginning of the Extension Period); (ii) the Premises
shall be delivered in its then "AS IS" condition, and (iii) this Lease, as
extended, shall not contain the extension option provided in this Article.

            Section 43.02. The exercise of such option shall only be effective
upon, and in strict compliance with, the following terms and conditions:

            1. Tenant shall on or before the date which is two (2) years from
the date hereof (with time of the essence) give written notice to Landlord of
its election to extend the Term of this Lease (the "Election Notice"). Time
shall be of the essence in connection with the exercise of any election of
Tenant hereunder.


                                     - 57 -
<PAGE>   61

            2. Tenant shall not be in default under any of the terms, covenants
and conditions of this lease beyond any notice and grace period hereunder (i) at
the time Tenant gives the Election Notice to Landlord, and (ii) on the first day
of the Extension Period.

                                   ARTICLE 44

                             Limited Renewal Option

            Section 44.01. Subject to the rights of Debevoise & Plimpton under
its lease with Landlord, if Tenant is not in default hereunder beyond any
applicable notice and grace period, provided, that (i) Tenant has not subleased
more than forty percent (40%) of the Premises, or (ii) Tenant is not in
occupancy of the Premises and the entire Premises has been subleased to a single
subtenant which subtenant is then in occupancy of one hundred percent (100%) of
the then Premises so that there are not sub-subtenants, then in either such
event, Tenant shall have the option to extend and renew the Term of this Lease
with respect to the then existing Premises, for one (1) additional period of
five (5) years (the "Renewal Term"), upon the same terms and conditions as
contained in this Lease (unless changed or modified by mutual agreement) except
that (i) the Fixed Rent for the Renewal Term shall be a sum equal to the fair
annual market rental value of the Premises as of the first day of the Renewal
Term, taking into account the rentals at which leases are being concluded for
comparable space in the Building, taking into account the unique character,
location and first-class operation of the Building, and in comparable buildings
in the same rental area as the Building; (ii) for The Renewal Term, the terms
"Expense Base" for Building Expense escalation and "Base Tax" for Tax
Escalation, under Articles 6 and 7, each shall be deemed to have the same
meaning as set forth herein so that there will be no change or readjustment upon
the beginning of the Renewal Term, which base periods shall be taken into
account in determining the fair annual market rental rate for the Premises;
(iii) the Premises shall be delivered in its then "AS IS" condition, and (iv)
this Lease, as extended, shall not contain the renewal option provided in this
Article. Anything herein contained to the contrary notwithstanding, Tenant's
limited renewal option is conditional and is subject and subordinate to the
Premises being available and not then elected to be rented by Debevoise &
Plimpton pursuant to its rights granted to it in its lease with Landlord. Tenant
hereby acknowledges that Debevoise & Plimpton has such prior right to rent the
Premises and that Tenant's rights hereunder are conditioned upon Debevoise &
Plimpton not renting the Premises. Promptly after Landlord determines if
Debevoise & Plimpton will or will not rent the Premises, Landlord will give to
Tenant notice of such fact.

            Section 44.02. The exercise of such option shall only be effective
upon, and in strict compliance with, the following terms and conditions:

            1. Written notice of such election (the "Renewal Term Election
Notice") shall be given by Tenant to Landlord within thirty (30) days (with time
of the essence) after Landlord notifies Tenant that the Premises will be
available during the Renewal Term. Time shall be of the essence in connection
with the exercise of any election by Tenant hereunder.

            2. After delivery of the Election Notice by Tenant to Landlord,
Landlord and Tenant shall seek to agree as to the amount of such fair annual
market rental value for the Premises. If they shall not agree as to such value
by the date which is thirty (30) days after Tenant gives to Landlord the Renewal
Term Election Notice, then and in such event said fair annual market


                                     - 58 -
<PAGE>   62

rental value shall be determined by arbitration as hereinafter in this Article
provided.

            3. Tenant shall not be in default under any of the terms, covenants
and conditions of this Lease beyond any notice and grace period hereunder (i) at
the time Tenant gives the Election Notice to Landlord, and (ii) on the first day
of the Renewal Term.

            Section 44.03. Notwithstanding the foregoing, and any arbitration as
hereinafter provided, the parties understand and agree that in no event shall
the Fixed Rent for the Renewal Term be less than the Fixed Rent payable as of
the last day of the initial Term, plus the sum of the expense escalation and Tax
Escalation Additional Rent payable under Article 6 and 7, for the last twelve
(12) months of the initial Term of this Lease.

            If at the commencement date of the Renewal Term, the amount of the
Fixed Rent payable during the Renewal Term in accordance with the foregoing
paragraphs of this Article shall not have been determined, then, pending such
determination, Tenant shall pay Fixed Rent at 125% of the Fixed Rent payable
hereunder as of the last day of the initial Term (the "Temporary Rate"). After
the determination by appraisal of the fair annual market rental value of the
Premises, if such value is greater or lesser than the "Temporary Rate", Tenant
shall promptly pay to Landlord or Landlord shall pay to Tenant, as the case may
be the difference between the rent theretofore paid at "the Temporary Rate" and
the rental value determined by the appraisal; and the Fixed Rent so determined
by the appraisal shall be payable during the Renewal Term.

            Upon determination of the Fixed Rent for the Renewal Term, Landlord
and Tenant shall execute, acknowledge and deliver to each other an agreement
specifying the amount of the Fixed Rent for such Renewal Term (but any failure
to execute such an agreement shall not affect Tenant's obligation to pay and
Landlord's right to receive such Fixed Rent).

            Section 44.04. If Landlord and Tenant shall be unable to agree as to
the fair annual market rental rate within said thirty (30) day period, then and
in such event said fair annual market rental value for the Premises shall be
determined by "baseball arbitration" pursuant to Article 28 hereof and as
hereinafter provided.

            The arbitrator shall be a licensed real estate broker doing business
in the Borough of Manhattan, City and State of New York, and having not less
than fifteen (15) years active experience as a real estate broker in said
Borough. In making this determination the arbitrator shall consider and follow
the directions set forth in this Article.

            Upon the mutual agreement by the parties to this Lease of a single
arbitrator, (or the appointment of a single arbitrator under the terms of
Article 28), Landlord and Tenant shall each immediately submit to the single
arbitrator an estimate of market rent for the Premises and said arbitrator shall
within thirty (30) days find as correct the market rent that was determined and
set forth by Landlord or by Tenant.

            Landlord and Tenant shall each pay one-half (1/2) of the fees of the
arbitrator appointed pursuant to the provisions of this paragraph.


                                     - 59 -
<PAGE>   63

                                   ARTICLE 45

                            Limited Expansion Option

            Section 45.01. Subject to the rights of Debevoise & Plimpton under
its Lease with Landlord, if Tenant is not in default hereunder beyond any
applicable notice and grace period, provided, that Tenant has not subleased more
than forty percent (40%) of the Premises, Tenant shall have the option to
designate the entire twenty-seventh (27th) floor (but not part thereof) (herein
called the "Expansion Space") and the rentable square feet of the Expansion
Space shall be calculated on the same basis as the twenty-eighth (28th) and the
twenty-ninth (29th) floors of the Premises, (ii) Tenant gives notice to Landlord
within thirty (30) days (with time of the essence) after Landlord notifies
Tenant that the Expansion Space shall become available and (iii) Tenant has
exercised its Extension Option pursuant to Article 43 and its Limited Renewal
Option pursuant to Article 44 hereof. The measurement of the Expansion Space
shall be calculated by Landlord on the same basis as the twenty-eighth (28th)
and twenty-ninth (29th) floors of the Premises. Possession of such floor will be
delivered to Tenant on the date which such floor becomes available, if at all,
at the Fixed Rent and Additional Rent provided below. Anything herein contained
to the contrary notwithstanding, Tenant's Limited Expansion Option is
conditional and is subject and subordinate to the Expansion Space being
available and not then elected to be rented by Debevoise & Plimpton pursuant to
its rights granted to it in its lease with Landlord. Tenant hereby acknowledges
that Debevoise & Plimpton has such prior right to rent the Expansion Space and
that Tenant's rights hereunder are conditioned upon Debevoise & Plimpton not
renting the Expansion Space.

            Section 45.02. In the event that Tenant exercises such option for
the Expansion Space:

            The Fixed Rent with respect to such Expansion Space shall be an
additional amount of Fixed Rent, payable as of the date of delivery of
possession of the Expansion Space, in an amount equal to the greater of (i) the
then Fixed Rent rate under this Lease based on the rentable square feet of the
Expansion Space as determined by Landlord (plus the Additional Rent for Expense
Escalation and Tax Escalation pursuant to Articles 6 and 7) and (ii) a sum equal
to the annual fair market rental value of the Expansion Space, taking into
account the rentals at which leases are being concluded for comparable space in
the Building taking into account the unique character, location and first-class
operation of the Building, and in comparable buildings in the same rental area
as the Building. With respect to the Expansion Space, the terms "Expense Base"
for Expense Escalation and "Base Tax" for Tax Escalation, under Articles 6 and
7, each shall be deemed to have the same meaning as set forth herein so that
there will be no change or readjustment with respect to the Expansion Space
(which base periods shall be taken into account in determining the fair annual
market rental rate for the Expansion Space). "Tenant's Share" (as defined in
Articles 6 and 7) shall be accordingly increased based upon the number of
rentable square feet of said Expansion Space.

            Section 45.03. A. After Tenant has given Landlord notice of the
exercise of its Limited Expansion Option, Landlord and Tenant shall seek to
agree as to the amount of such fair annual market rental value for the Expansion
Space. If they shall not agree as to such value by the date which is thirty (30)
days after Tenant gives notice to Landlord that Tenant will Lease the Expansion
Space, then and in such event said fair annual market rental value shall be
determined by arbitration as provided in Article 28 and as hereinafter in this
Article provided.


                                     - 60 -
<PAGE>   64

            B. If on the date that the Expansion Space becomes available, if at
all, the amount of the Fixed Rent payable for the Expansion Space in accordance
with the foregoing paragraph of this Article shall not have been determined,
then, pending such determination, Tenant shall pay Fixed Rent at 125% of the
then Fixed Rent rate under this Lease (the "Temporary Rate"). After the
determination by appraisal of the fair annual market rental value of the
Expansion Space, if such value is greater or lesser than the Temporary Rate,
Tenant shall promptly pay to Landlord or Landlord shall pay to Tenant, as the
case may be, the difference between the rent theretofore paid at the Temporary
Rate and the rental value determined by the appraisal; and the Fixed Rent so
determined by the appraisal shall be payable for the Expansion Space.

            Section 45.04. If Landlord and Tenant shall be unable to agree as to
the fair annual market rental rate within said thirty (30) day period, then and
in such event said fair annual market rental value for the Expansion Space shall
be determined by a single arbitrator by "baseball arbitration" pursuant to
Article 28 hereof and as hereinafter provided.

            The arbitrator shall be a licensed real estate broker doing business
in the Borough of Manhattan, City and State of New York, and having not less
than fifteen (15) years active experience as real estate brokers in said
Borough. In making the determination, the arbitrator shall consider and follow
the directions set forth in this Article.

            Upon the mutual agreement by the parties to this Lease of a single
arbitrator (or the appointment of a single arbitrator under the terms of Article
28), Landlord and Tenant shall each immediately submit to the single arbitrator
an estimate of the then market rent for the Expansion Space and said arbitrator
shall within thirty (30) days find as correct the market rent that was
determined and set forth by Landlord or by Tenant.

            Landlord and Tenant shall each pay one-half (1/2) of the fees of the
arbitrator appointed pursuant to the provisions of this paragraph.

            Section 45.05. In the event Tenant duly and properly exercises such
option under this Article, the parties shall immediately be bound thereby
without the execution of an amendment to this Lease; however, at the request of
either party, the parties shall promptly execute and deliver a written amendment
to this Lease reflecting the addition of such Expansion Space as part of the
Premises for the remainder of the Term of this Lease, the increase of the Fixed
Rent and the increase of the Tenant's Share and Tenant's Percentage as provided
above, applicable to such Expansion Space. Except for such changes, the
provisions of this Lease shall apply with respect to such Expansion Space and
such Expansion Space shall be and become part of the Premises. Tenant will
accept possession of the Expansion Space, and the facilities thereto and
improvements therein in the then "AS IS" condition on the date of delivery
thereof to Tenant and Landlord shall not be required to perform any work or to
give Tenant any work allowance whatsoever with respect to any such space.
Notwithstanding the foregoing, in the event Landlord fails or is unable to
deliver all or any portion of such Expansion Space to Tenant on the proposed
delivery date thereof as a result of the holding over of the prior tenant or
otherwise, Landlord shall not be subject to any liability whatsoever for such
failure or inability to deliver possession and the exercise of said option shall
remain effective, but the Fixed Rent and Additional Rent shall not commence with
respect to such portion of such Expansion Space until the date on which the
same is actually delivered to Tenant or such later date as may be provided
elsewhere in this Article. Nothing herein shall operate to extend the Expiration
Date for any of the Premises (including


                                     - 61 -
<PAGE>   65

but not limited to the Expansion Space) beyond the date otherwise fixed for the
expiration of the term of this Lease.

            Section 45.06. Time shall be of the essence with respect to all
notices given by Tenant under this Article, and the time periods for the giving
of such notices shall not be extended for any reason whatsoever. If Tenant shall
fail to duly exercise said option set forth in this Article, them all of
Tenant's rights with respect thereto shall wholly cease, terminate and expire as
to the Expansion Space.

            Section 45.07. In the event Tenant shall fail to notify Landlord of
its election within the applicable time period as provided herein, Tenant shall
be conclusively deemed to have failed to have exercised said option, and Tenant
agrees upon failure to do so by Tenant shall not operate to revive any rights of
Tenant under this Article.

            Section 45.08. Nothing contained in this Article shall be construed
(a) to prevent Landlord from entering into one or more leases of all or any
portion of the Expansion Space, which lease(s) may contain renewal options in
favor of the tenant(s) thereunder provided no such term extends past the Term of
this Lease as it may be extended; (b) to obligate Landlord to refuse its consent
to any proposed sublease or assignment by a tenant in possession of any portion
of the Expansion Space; or (c) to obligate Landlord to evict a tenant of
Expansion Space which is in default under its lease thereof (but Landlord shall,
at Landlord's cost and expense, commence and prosecute holdover proceedings
against a tenant of the Expansion Space whose lease has expired if Tenant has
theretofore duly elected to lease such space pursuant to this Article).

            Section 45.09. Tenant expressly waives any right to rescind this
Lease under Section 223-a of the New York Real Property Law or under any present
or future statute of similar import then in force and further expressly waives
the right to recover any damages, direct or indirect, which may result from
Landlord's failure to deliver possession of the Premises on the commencement
date with respect to the Expansion Space. Tenant agrees that the provisions of
this Article are intended to constitute "an express provision to the contrary"
within the meaning of said Section 223-a.

                                   ARTICLE 46

                             Third Floor Option and
                         Limited Right of First Refusal


            Section 46.01. If Tenant is not in default hereunder beyond any
applicable notice and grace period, provided, that Tenant has not assigned this
Lease except to a "successor corporation" or subleased more than 14,500 rentable
square feet, Tenant shall have the option to designate and lease up to
approximately 16,900 rentable square feet a designated by Landlord, but in no
event whatsoever less than one-half (1/2) of said space 8,450 rentable square
feet, on the third (3rd) floor of the Building, said space being the portion of
the third (3rd) floor which is not presently being occupied by Landlord (herein
called the "Option Space"), provided further, that Tenant gives written notice
to Landlord of such election on or before December 31, 1992 (with time of the
essence). In such event the Option Space will be leased to Tenant at the Fixed
Rent and Additional Rent Provided below.


            Section 46.02. In the event that Tenant duly exercises such option
for the Option Space:


                                     - 62 -
<PAGE>   66

            A. The Fixed Rent with respect to such Option Space shall be payable
as of April 1, 1993 and shall be (a) an additional amount of Fixed Rent equal to
twenty-seven dollars and fifty cents ($27.50) per rentable square foot with
respect to the front portion of the Option Space as shown on the Plan attached
hereto as Exhibit B and (b) an additional amount of Fixed Rent equal to
twenty-two dollars and fifty cents ($22.50) per rentable square foot with
respect to the rear portion of the Option Space, shown as hatched on the Plan
attached hereto as Exhibit B, plus the Additional rent for Expense Escalation
and Tax Escalation pursuant to Articles 6 and 7. With respect to the Option
Space, the terms "Expense Base" for Expense Escalation and "Base Tax" for Tax
Escalation, under Articles 6 and 7, each shall be deemed to have the same
meaning as set forth herein so that there will be no change or readjustment with
respect to the Option Space. "Tenant's Share" (as defined in Articles, 6 and 7)
shall be accordingly increased based upon the number of rentable square feet of
said Option Space.

            Section 46.03.A. If Tenant does not exercise the aforesaid option
and the Option Space will become available for leasing as of January 1, 1993, in
the event that Landlord shall receive a written offer during the period from
January 1, 1993 to March 31, 1993, (and in no event whatsoever beyond March 31,
1993) which Landlord considers in its sole and absolute discretion to be
acceptable, to lease the Option Space, then, Landlord shall notify Tenant in
writing of the availability of that rentable space and the proposed Fixed Rent
for the Option Space proposed to be leased by Landlord to another tenant and
Tenant shall notify Landlord in writing, within fifteen (15) days (with time of
the essence) after the receipt of such notice from Landlord, as to whether or
not Tenant elects to unconditionally exercise its limited one time right of
first refusal over the Option Space. If Tenant either notifies Landlord that
Tenant does not wish to unconditionally exercise its limited right of first
refusal over the Option Space, or Tenant fails to or does not for any reason
notify Landlord in writing within said fifteen (15) days (with time of the
essence), or if Landlord does not receive such an acceptable written offer from
a prospective tenant by March 31, 1993, then on any such event, Tenant's limited
first refusal right with respect to the Option Space shall forever cease, expire
and terminate; thereafter, such space shall forever cease to be Option Space and
Landlord may let and/or relet such space without giving Tenant any further offer
or notice with respect thereto. Tenant shall not have the right to extend the
aforesaid fifteen (15) day prior for any reason whatsoever and time shall be
deemed of the essence with respect thereto.

            B. If Tenant exercises Tenant's limited right of first refusal over
such Option Space, as aforesaid, in such space shall constitute a portion of the
Premises as of the date of delivery of possession thereof by Landlord to Tenant
and the Option Space shall be governed by the terms, covenants and conditions of
the Lease except that the Fixed Rent shall be thereupon increased by the Fixed
Rent attributable to the Option Space as described in the aforesaid Landlord's
notice based upon said written offer from such other proposed tenant, and shall
be payable as of April 1, 1993. Further, Tenant's Share pursuant to Articles, 6
and 7 of this Lease shall be increased based upon the number of rentable square
feet of said Option Space.

            Section 46.04. In the event Tenant duly and properly exercises such
option or right of first refusal (hereinafter collectively referred to as an
option) under this Article, the parties shall immediately be bound thereby
without the execution of an amendment to this Lease; however, at the request or
either party, the parties shall promptly execute and deliver a written amendment
to this Lease reflecting the addition of such Option Space as part of the
Premises for the remainder of the Term of


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<PAGE>   67

the Tenant's Share as provided above, applicable to such Option Space. Except
for such changes, the provisions of this Lease shall apply with respect to such
Option Space and such Option Space shall be and become a part of the Premises.
Tenant will accept possession of the Option Space, and the facilities thereto
and improvements therein in their then "AS IS" condition on the date of delivery
thereof to Tenant and Landlord shall not be required to perform any work or to
give Tenant any work allowance whatsoever with respect to any such space.
Notwithstanding the foregoing, in the event Landlord does not deliver all or any
portion of such Option Space to Tenant on the proposed delivery date thereof the
Fixed Rent and Additional Rent shall not commence with respect to such portion
of such Option Space until the date on which the same is actually delivered to
Tenant. Nothing herein shall operate to extend the Expiration Date for any of
the Premises (including but not limited to the Option Space) beyond the date
otherwise fixed for the expiration of the terms of this Lease.


            Section 46.05. Time shall be of the essence with respect to all
notices given by Tenant under this Article, and the time periods for the giving
of such notice shall not be extended for any reason whatsoever. If Tenant shall
fail to duly exercise said option set forth in this Article, then all of
Tenant's rights with respect thereto shall wholly cease, terminate and expire as
to the Option Space.


            Section 46.06. In the event Tenant shall fail to notify Landlord of
its election within the applicable time period as provided herein, Tenant shall
be conclusively deemed to have failed to have exercised said option, and Tenant
agrees upon request of Landlord to confirm such nonexercise in writing, but
failure to do so by Tenant shall not operate to revive any rights of Tenant
under this Article.

            Section 46.07. Nothing herein contained shall at any time prohibit
or restrict Landlord from showing such Option Space to, and negotiating a lease
with, any other prospective tenant, provided, however, that Landlord may not
execute any lease which in any way affects Tenant's rights under this Article.

                                   ARTICLE 47

                            Right of First Offering


            Section 47.01. In the event that Tenant is not in default hereunder
beyond any applicable notice and grace period, provided, that (i) Tenant has
exercised its option pursuant to Article 46 to lease the entire 16,900 rentable
square feet of space on the third floor of the Building and (ii) Tenant has
subleased not more than forty percent (40%) of the Premises, Tenant shall have a
limited one time right for such portion of the third (3rd) floor of the Building
which on the date hereof is occupied by Landlord (10,600 rentable square feet)
which shall become vacant and available for leasing (any such portion of
additional space is hereinafter referred to as the "Additional Space"). Tenant
will have no rights whatsoever with respect to the Additional Space if Landlord
continues to use or occupy the space which shall be in Landlord's sole and
absolute discretion, and nothing herein contained shall at any time prohibit or
restrict Landlord from showing such Additional Space to, and negotiating a lease
with, any other prospective tenant.


            Section 47.02. At such time as the Additional Space will become
vacant and available for leasing as determined by Landlord and Landlord
determines that the Additional Space will be available for leasing, in the sole
and absolute discretion of Landlord, Landlord shall notify Tenant of the
availability or


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<PAGE>   68

proposed availability of such space and the rental rate which Landlord
determines as the rental rate for the Additional Space as of the proposed
commencement date designated by Landlord with respect to the Additional Space.
Tenant shall notify Landlord of its acceptance or rejection of all (but not
part) of such space at such rental rate as designated by Landlord within fifteen
(15) days (with time of the essence) after the rendition of such notice by
Landlord. Tenant must elect to lease all of such space available and may not
elect or offer to lease only a portion of such space. If Tenant rejects Tenant's
one time right to the Additional Space, Landlord shall thereafter be free to
enter into a lease thereof with any person(s) (including Tenant) upon any terms
and conditions that Landlord shall desire, and Tenant shall have no further
rights with respect thereto.

            Section 47.03. with respect to the Additional Space, the terms
"Expense Base" for Expense Escalation and "Base Tax" for Tax Escalation, under
Articles 6 and 7, each shall be deemed to have the same meaning as set forth
herein so that there will be no change or readjustment with respect to the
Additional Space. "Tenant's Share" (as defined in Articles, 6 and 7) shall be
accordingly increased based upon the number of rentable square feet of the
Additional Space.

            Section 47.04. In the event Tenant duly and properly exercises such
right under this Article, the parties shall immediately be bound thereby without
the execution of an amendment to this Lease; however, at the request of either
party, the parties shall promptly execute and deliver a written amendment to
this Lease reflecting the addition of the Additional Space as part of the
Premises for the remainder of the Term of this Lease, the increase of the Fixed
Rent and the increase of the Tenant's Share and Tenant's Percentage as provided
above, applicable to such Additional Space. Except for such changes, the
provisions of this Lease shall apply with respect to such Additional Space and
the Additional Space shall be and become a part of the Premises. Tenant will
accept possession of the Additional Space, and the facilities thereto and
improvements therein in their then "AS IS" condition on the date of delivery
thereof to Tenant and Landlord shall not be required to perform any work or to
give Tenant any work allowance whatsoever with respect to any such space.
Notwithstanding the foregoing, in the event Landlord is unable to deliver all or
any portion of the Additional Space to Tenant on the proposed delivery date
thereof as a result of Force Majeure, Landlord shall not be subject to any
liability whatsoever for such inability to deliver possession as a result of
Force Majeure and the exercise of said right shall remain effective, but the
Fixed Rent and Additional Rent shall not commence with respect to such portion
of such Additional Space until the date on which the same is actually delivered
to Tenant or. Nothing herein shall operate to extend the Expiration Date for any
of the Premises (including but not limited to the Additional Space) beyond the
date otherwise fixed for the expiration of the Term of this Lease.

            Section 47.05. Time shall be of the essence with respect to all
notices given by Tenant under this Article, and the time periods for the giving
of such notices small not be extended for any reason whatsoever. If Tenant shall
fail to duly exercise said right set forth in this Article, then all of Tenant's
rights with respect to the Additional Space shall wholly cease, terminate and
expire and Tenant shall have no further right whatsoever with respect to the
Additional Space.

            Section 47.06. In the event Tenant shall fail to notify Landlord of
its election within the applicable time period as provided herein, Tenant shall
be conclusively deemed to have failed to have exercised said right, and Tenant
agrees upon request of Landlord to confirm such nonexercise in writing, but
failure to do so by Tenant shall not operate to revive any rights


                                     - 65 -
<PAGE>   69

of Tenant under this Article.

            Section 47.07. Nothing contained in this Article shall be construed
to obligate Landlord to offer any more space to Tenant than the amount of such
Additional Space which first becomes available, if any, and Tenant acknowledges
and agrees that the Additional Space may be a portion of the space used by
Landlord.


            Section 47.08. Tenant expressly waives any right to rescind this
Lease under Section 223-a of the New York Real Property Law or under any present
or future statute of similar import then in force and further expressly waives
the right to recover any damages, direct or indirect, which may result from
Landlord's inability to deliver possession of the Additional Space on the
commencement date with respect to the Additional Space. Tenant agrees that the
provisions of this Article are intended to constitute "an express provision to
the contrary" within the meaning of said Section 223-a, provided that in the
event the Landlord fails to deliver the Additional Space when required subject
to Force Majeure, Tenant may at any time prior to the delivery of the Additional
Space, give Landlord notice of such failure, and in the event Landlord within
five (5) business days thereafter does not deliver the Additional Space, Tenant
may by notice rescind its option for the Additional Space.


                                   ARTICLE 48

                               Entire Agreement;
                    No Other Representations; Governing Law


            Section 48.01. This Lease contains the entire agreement between the
parties and all prior negotiations and agreements are merged into this Lease,
which alone fully and completely expresses the agreement between Landlord and
Tenant. This Lease may not be changed, modified, terminated or discharged, in
whole or in part, nor any of its provisions waived except by a written
instrument which (a) expressly refers to this Lease and (b) is subscribed to by
the party against whom enforcement of the change, modification, termination,
discharge or waiver is sought. In no event shall this Lease be binding upon the
Landlord unless and until this Lease shall have been executed and acknowledged
by Tenant and Landlord and unconditionally exchanged by and between Landlord and
Tenant. Without limiting the foregoing, all drafts and redrafts of this Lease,
memoranda with respect thereto, exchanges of correspondence between Landlord and
Tenant and their respective representatives, brokers' statements, exchanges of
floor plans, Tenant's plans and specifications, Landlord's plans and
specifications, or any combination thereof, arising out of or with respect to
any space in the Building shall not constitute an agreement to lease or a lease
between Landlord and Tenant.


            Section 48.02. Tenant expressly acknowledges that neither Landlord
nor any of Landlord's agents has made or is making, and Tenant, in executing and
delivering this Lease, is not relying upon, any warranties, set-ups,
representations, renderings, promises or statements, except to the extent that
the same are expressly set forth in this Lease, and no rights, easements or
licenses are or shall be acquired by Tenant by implication or otherwise unless
expressly set forth in this Lease.


            Section 48.03. Any apportionments or prorations of rent to be made
under this Lease shall be computed on the basis of a 360-day year, with 12
months of 30 days each.



                                     - 66 -
<PAGE>   70

            Section 48.04. This Lease shall be governed in all respects by the
laws of the State of New York.

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

                                        KENVIC ASSOCIATES, LANDLORD

WITNESS:                                By Gladwater Associates, a
                                        general partner of Kenvic
                                        Associates

/s/ Barry Bernstein                        /s/ Lucille Gladstone
__________________________________      By______________________________________
                                          Lucille Gladstone, general partner


ATTEST/WITNESS:                         INSTINET CORPORATION, TENANT

/s/ Charles R. Hood                        /s/ M.A. Baxter
__________________________________      By______________________________________

(CORPORATE SEAL)                          M.A. Baxter, Executive Vice-President


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