<PAGE>

                                                                    Exhibit 10.4
================================================================================



                                     LEASE




                                    Between


                           BROADWAY 52ND ASSOCIATES



                                                                         Owner,



                                      and


                      D'ARCY MASIUS BENTON & BOWLES, INC.

                                                                         Tenant,





                                   Premises:

                         Portions of building known as
                    1675 Broadway and 225 West 52nd Street
                               New York, New York




                               Goldfarb & Fleece
                                345 Park Avenue
                              New York, New York

================================================================================
<PAGE>

<TABLE>
<CAPTION>
                               Table of Contents

                                                                                  Page
                                                                                  ----
<S>                                                                            <C>
Article   1 Demise, Premises, Term, Rents...................................        1
Article   2 Use and Occupancy...............................................        8
Article   3 Alterations.....................................................        8
Article   4 Ownership of Improvements.......................................       10
Article   5 Repairs.........................................................       11
Article   6 Compliance with Laws............................................       12
Article   7 Subordination, Attornment, Etc..................................       13
Article   8 Property Loss, Etc..............................................       17
Article   9 Destruction--Fire or Other Casualty.............................       17
Article  10 Eminent Domain..................................................       19
Article  11 Assignment and Subletting.......................................       20
Article  12 Owner's Initial Construction....................................       26
Article  13 Access to Demised Premises; Name of Building....................       26
Article  14 Vault Space.....................................................       28
Article  15 Certificate of Occupancy........................................       28
Article  16 Default.........................................................       29
Article  17 Remedies........................................................       30
Article  18 Damages.........................................................       31
Article  19 Fees and Expenses, Indemnity....................................       32
Article  20 Entire Agreement................................................       34
Article  21 End of Term.....................................................       34
Article  22 Quiet Enjoyment ...........,....................................       34
Article  23 Tax and Operating Payments......................................       35
Article  24 No Waiver.......................................................       41
Article  25 Mutual Waiver of Trial By Jury..................................       42
Article  26 Inability to Perform............................................       42
Article  27 Notices.........................................................       42
Article  28 Partnership Tenant..............................................       42
Article  29 Utilities and Services..........................................       43
Article  30 Captions........................................................       46
Article  31 Miscellaneous and Severability Provisions.......................       46
Article  32 Adjacent Excavation.............................................       48
Article  33 Building Rules..................................................       48
Article  34 Broker..........................................................       48
Article  35 Tenant's Access.................................................       49
Article  36 Arbitration, Etc................................................       49
Article  37 Option to Increase or Decrease Demised Premises.................       50
Article  38 Additional Space; Second Additional Space; and Third
  Additional Space..........................................................       51
Article  39 Options for Additional Space....................................       55
Article  40 Tenant's Renewal Options........................................       59
Article  41 Rights for Further Additional Spaces............................       63
Article  42 Parties Bound...................................................       66
Article  43 Memorandum of Lease.............................................       66
Article  44 Telecommunications Antenna......................................       66
Schedule A. Owner's Initial Construction....................................      A-1
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
Schedule B. Building Rules.....................................................     B-1
Schedule C. Cleaning Services, Etc.............................................     C-1
Schedule D.....................................................................     D-1
Schedule E. Schedule of Plans and Outline Specifications.......................     E-1
Schedule F. Land Demised in Ground and Development Rights Lease...............      F-1
Schedule G. Initial Option Spaces (Article 38).................................     G-1
</TABLE>
<PAGE>

     LEASE dated as of the 21/st/ day of October, 1987, between BROADWAY 52ND
ASSOCIATES, a New York partnership having its principal office at 345 Park
Avenue, Borough of Manhattan, City, County and State of New York 10154, as
landlord (referred to as "Owner"), and D'ARCY MASIUS BENTON & BOWLES, INC,. a
New York Corporation having its principal office at 909 Third Avenue, Borough of
Manhattan, City, County and State of New York 10022, as tenant (referred to as
"Tenant").

                             W I T N E S S E T H:

Owner and Tenant hereby covenant and agree as follows:


                                   ARTICLE 1

                         Demise, Premises, Term, Rents

     Section 1.01. Owner hereby leases to Tenant and Tenant hereby hires from
Owner the entire second (2nd), third (3rd), fourth (4th), fifth (5th), sixth
(6th), seventh (7th), eighth (8th), ninth (9th), tenth (10th), eleventh (11th),
twelfth (12th), thirteenth (13th), fourteenth (14th) and fifteenth (15th) floors
and that portion of Basement Level A which is indicated by outlining and
diagonal markings on the floor plan initialed by the parties and annexed hereto
and made a part hereof as Exhibit 1, in the building presently under
construction by Owner located on the northwest corner of Broadway and West 52nd
Street and to be known as 1675 Broadway and 225 West 52nd Street in the Borough
of Manhattan, City of New York (said building is referred to as the "Building",
and the Building, together with the plot of land upon which it stands and all
other land and development rights demised in the Ground and Development Rights
Lease referred to in Article 7 is referred to as the "Real Property"), at the
annual rental rate or rates set forth in Section 1.03, and upon and subject to
all of the terms, covenants and conditions contained in this Lease. The premises
leased to Tenant, together with all appurtenances, fixtures, improvements,
additions and other property attached thereto or installed therein at the
commencement of, or at any time during, the term of this Lease, other than
Tenant's Personal Property (as defined in Article 4), are referred to,
collectively, as the "Demised Premises" and that portion of Basement Level A
included in the Demised Premises is sometimes referred to as the "Basement
Space." The land demised in the Ground and Development Rights Lease is more
accurately described on Schedule F annexed hereto and made a part hereof. For
all purposes of this Lease the Building shall exclude the Theatre, as defined in
the Ground and Development Rights Lease.

     Section 1.02. A. The Demised Premises are leased for a term (referred to as
the "Demised Term") to commence on May 1, 1989 and to end on January 31, 2010
(subject to the provisions of subsection B of this Section 1.02). unless the
Demised Term shall sooner terminate or be extended pursuant to any of the terms,
covenants or conditions of this Lease or pursuant to law.

     B. Notwithstanding anything in subsection A of this Section 1.02 to the
contrary, if, on or prior to the date set forth in said subsection A for the
commencement of the Demised Term, a temporary or permanent Certificate (or
Certificates) of Occupancy covering the Demised Premises has not been issued by
the Department of Buildings of the City of New York, or Owner shall have failed
substantially to complete Owner's Initial Construction (as defined in Article
12), then: (a) the Demised Term shall not commence on the date set forth in said
subsection A but shall, instead, commence on a date, fixed by Owner in a notice
to Tenant, not sooner than twenty (20) days next following the date of the
giving of such notice, which notice shall state that (i) a temporary or
permanent Certificate (or Certificates) of Occupancy covering the Demised
Premises has been, or prior to the commencement date fixed in said notice is
expected to be, issued by the Department of Buildings of the City of New York
and (ii) Owner has, or prior to the commencement date fixed in said notice will
have, substantially completed Owner's Initial Construction, and (b) the Demised
Term shall end on the last day of the calendar month in which the day
immediately preceding the date which is nine (9) months next following the
twentieth (20th) anniversary date of the commencement of the Demised Term shall
occur (provided, however, in no event, shall the Demised Term end prior to
January 31, 2010) unless sooner terminated pursuant to any of the terms,
covenants or conditions of this Lease or pursuant to law; and (c) except as
aforesaid, neither the validity of this Lease nor the obligations of Tenant
under this Lease shall be affected thereby. If, by the date fixed in any such
notice, a temporary or permanent Certificate (or Certificates) of Occupancy
covering the Demised Premises has not been issued or Owner's Initial
Construction has not been substantially completed, such notice shall have no
force or effect and the Demised Term shall commence on a date fixed by Owner in
a further notice by Owner not sooner than twenty (20) days next following the
date of the giving of such further notice. In the event that Owner anticipates
that the
<PAGE>

                                       2

Commencement Date will be established pursuant to this subsection 1.02B,
then Owner agrees that, Owner shall deliver to Tenant a non-binding notice so
advising Tenant of the anticipated Commencement Date not less than sixty (60)
days prior to the date that the events set forth in subdivisions (i) and (ii)
above are to occur provided, however, there shall be no liability to Owner in
the event Owner fails to give such notice to Tenant or if the actual
Commencement Date is other than the date anticipated by Owner and set forth in
such non-binding notice. For purposes hereof, Owner's Initial Construction shall
be deemed substantially completed notwithstanding the fact that minor details of
construction, mechanical adjustment or decoration remain to be performed, which
such omissions do not materially interfere with Tenant's use of the Demised
Premises for the usual conduct of its business, provided, however, Owner's
Initial Construction shall not be deemed substantially completed unless Tenant
has reasonable means of access to the Demised Premises. The date upon which the
Demised Term shall commence pursuant to subsection A of this Section or pursuant
to this subsection B is referred to as the "Commencement Date", and the date
fixed pursuant to said subsection A or this subsection B as the date upon which
the Demised Term shall end is referred to as the "Expiration Date".

     C. Tenant waives any right to rescind this Lease under Section 223-a of the
New York Real Property Law or any successor statute of similar import then in
force and further waives the right to recover any damages which may result from
Owner's failure to deliver possession of the Demised Premises on the date set
forth in subsection A of this Section, or in any notice given pursuant to
subsection B of this Section, for the commencement of the Demised Term, except
as otherwise specifically set forth in Section 1.05.

     D. After the determination of the Commencement Date, Tenant agrees, upon
request of Owner, to execute, acknowledge and deliver to Owner an instrument,
in form reasonably satisfactory to Owner, setting forth said Commencement Date
and the Expiration Date.

     Section 1.03. A. (i) This Lease is made at the following annual rental
rates (referred to as "Fixed Rent"):

          Portion of Demised Term                      Fixed Rent
          -----------------------                      ----------

Commencement Date to last day of
 calendar month in which the day
 immediately preceding the date which is
 nine (9) months next following the 5th
 anniversary date of the Commencement
 Date shall occur (such period is referred
 to as the "1st Rent Period")................ Eight Million Three Hundred and
                                               Forty Four Thousand Nine Hundred
                                               and Fifty ($8,344,950.00) Dollars

Next Five (5) years of the Demised Term
 (such period is referred to as the "2nd
 Rent Period").............................. Ten Million Thirteen Thousand Nine
                                               Hundred and Forty
                                               ($10,013,940.00) Dollars

Next Five (5) years of the Demised Term
 (such period is referred to as the "3rd
 Rent Period").............................. Eleven Million Six Hundred Eighty
                                               Two Thousand Nine Hundred and
                                               Thirty ($11,682,930.00) Dollars

List Five (5) years of the Demised Term
 (such period is referred to as the "4th
 Rent Period").............................. Twelve Million Six Hundred Eighty
                                               Four Thousand Three Hundred and
                                               Twenty Four ($12,684,324.00)
                                               Dollars

(ii) The parties agree that the Fixed Rent is allocable to portions of the
Demised Premises as follows:

<TABLE>
<CAPTION>
                                            Allocations of Fixed Rent
                     ----------------------------------------------------------------------     Rentable       Tenant's Portionate
                     1st Rent Period    2nd Rent Period   3rd Rent Period   4th Rent Period    Square Feet             Share
                     ---------------    ---------------   ---------------   ---------------    -----------     -------------------
<S>                  <C>                <C>               <C>               <C>                <C>             <C>
Portion Basement
  Level A..............    $  38,900        $  46,680       $   54,460           $  59,128            3,112        21/100 (.21%)
                                                                                                                     percent
</TABLE>
<PAGE>

                                       3

<TABLE>
<CAPTION>
                                            Allocations of Fixed Rent
                     ----------------------------------------------------------------------     Rentable       Tenant's Portionate
                     1st Rent Period    2nd Rent Period   3rd Rent Period   4th Rent Period    Square Feet             Share
                     ---------------    ---------------   ---------------   ---------------    -----------     -------------------
<S>                  <C>                <C>               <C>               <C>                <C>             <C>
Entire Second (2nd)
  Floor................      518,600          622,320          726,040             788,272           20,744       Two and 75/100
                                                                                                                    (2.75%) percent

Entire Third (3rd)
  Floor................      528,525          634,230          739,935             803,358           21,141       Two and 80/100
                                                                                                                    (2.80%) percent

Entire Fourth (4th)
  Floor................      528,525          634,230          739,935             803,358           21,141       Two and 80/100
                                                                                                                    (2.80%) percent

Entire fifth (5th)
  Floor................      525,475          630,570          735,665             798,722           21,019       Two and 78/100
                                                                                                                    (2.78%) percent

Entire Sixth (6th)
  Floor................      525,475          630,570          735,665             798,722           21,019       Two and 78/100
                                                                                                                    (2.78%) percent

Entire Seventh (7th)
  Floor................      720,475          864,570        1,008,655           1,095,122           28,819       Three and 81/100
                                                                                                                    (3.81%) percent

Entire Eighth (8th)
  Floor................      699,275          839,130          978,985           1,062,898           27,971       Three and 70/100
                                                                                                                    (3.70%) percent

Entire Ninth (9th)
  Floor................      631,700          758,040          884,380             960,184           25,268       Three and 35/100
                                                                                                                    (3.35%) percent

Entire Tenth (10th)
  Floor................      623,875          748,650          873,425             948,290           24,955       Three and 30/100
                                                                                                                    (3.30%) percent

Entire Eleventh (11th)
  Floor................      600,825          720,990          841,155             913,254           24,033       Three and 18/100
                                                                                                                    (3.18%) percent

Entire Twelfth (12th)
  Floor................      600,825          720,990          841,155             913,254           24,033       Three and 18/100
                                                                                                                    (3.18%) percent

Entire Thirteenth (13th)
  Floor................      600,825          720,990          841,155             913,254           24,033       Three and 18/100
                                                                                                                    (3.18%) percent

Entire Fourteenth (14th)
  Floor................      600,825          720,990          841,155             913,254           24,033       Three and 18/100
                                                                                                                    (3.18%) percent

Entire Fifteen (15th)
  Floor................      600,825          720,990          841,155             913,254           24,033       Three and 18/100
                                                                                                                    (3.18%) percent
</TABLE>

     B. The Fixed Rent and any additional rent payable pursuant to the
provisions of this Lease shall be payable by Tenant to Owner at its office (or
at such other place as Owner may designate in a notice to Tenant) in lawful
money of the United States which shall be legal tender in payment of all debts
and dues, public and private, at the time of payment, or by Tenant's good check
drawn on a bank or trust company whose principal office is located in New York
City and which is a member of the New York Clearinghouse Association without
prior demand
<PAGE>

                                       4

therefor and without any offset or deduction whatsoever except as otherwise
specifically provided in this Lease. The Fixed Rent shall be payable in equal
monthly installments as follows:

          Portion of Demised Term            Monthly Installments
          -----------------------            --------------------

1st Rent Period.....................         Six Hundred Ninety-Five Thousand
                                             Four Hundred Twelve and 50/1000
                                             ($695,412.50) Dollars

2nd Rent Period.....................         Eight Hundred Thirty-Four Thousand
                                             Four Hundred Ninety-Five and 00/100
                                             ($834.495.00)Dollars

3rd Rent Period Nine................         Nine Hundred Seventy Three Thousand
                                             Five Hundred Seventy- Seven and
                                             50/100 ($973,577.50) Dollars

4th Rent Period.....................         One Million Fifty Seven Thousand
                                             Twenty-Seven and 00/100
                                             ($1,057,027) Dollars

     Each of such installments shall be payable in advance, on the first
(1st) day of each month during the Demised Term.

     C. In the even that the Commencement Date shall occur on a date other than
the first (1st) day of any calendar month. Tenant shall pay to Owner, on the
sixth (6th) month anniversary of the Commencement Date, a sum equal to Twenty
Three Thousand One Hundred Eighty and 42/100 ($23,180.42) Dollars, multiplied by
the number of calendar days in the period from the sixth (6th) month anniversary
of the Commencement Date to the last day of the month in which the sixth (6th)
month anniversary of the Commencement Date shall occur, both inclusive.

     D. Notwithstanding the foregoing provisions of this Section 1.03. Owner
agrees that Tenant shall be entitled to a rent holiday and not be required to
pay Fixed Rent for (i) any period prior to May 1, 1989 notwithstanding that any
Earlier Completion Date may occur prior to such date and (ii) the periods (a)
from the Commencement Date to including the date which is one (1) day prior to
the sixth (6th) month anniversary of the Commencement Date, (b) from the first
day of the first full calendar month of the second year of the Demised Term to
and including the middle of the next succeeding month and (c) from the first day
of the first full calendar month of the third year of the Demised Term to and
including the middle of the next succeeding month, but shall otherwise be
required to comply with all of the terms, covenants and conditions of this Lease
on Tenant's part to be observed or performed including, but not limited to, the
provisions of Article 23.

     Section 1.04. A. The parties recognize that Owner's Initial Construction
will be completed in stages, and, according1y, in the event the Commencement
Date occurs after May 1, 1989, it is the intention of the parties that Tenant
W11l take occupancy of various portions of the Demised Premises at different
times prior to the Commencement Date. Tenant agrees that, on or prior to April
1. 1988, Tenant shall give a notice to Owner advising Owner which portions of
the Demised Premises Tenant desires to occupy at or about the same time (such
portions of the Demised Premises which Tenant desires to occupy at or about the
same time are referred to, collectively, as an "Occupancy Unit") and setting
forth the sequence for completion of such Occupancy Units; in no event shall an
Occupancy Unit comprise more than three (3) floors of the Demised Premises
except one (1) Occupancy Unit may comprise not more than six (6) floors.
Notwithstanding anything to the contrary hereinbefore provided, at Owner's
option, exercisable by notice given to Tenant on or prior to January 5, 1989,
Owner shall have the right to place any Occupancy Unit comprising mote than
three (3) floors in any position of such sequence. Owner agrees that in
connection with Tenant's initial moves into the Building, Tenant shall have use
of the Building's passenger elevators through the Building lobby and Owner
agrees that no other tenant shall have the right to use such passenger elevators
to move into the Building at the same time as Tenant. Tenant agrees that its
moves into the Building shall only occur during hours other than 8 A.M, to 6
P.M. on business days, as hereinafter defined. Nothing contained in this
subsection shall be deemed to obligate Owner to complete Owner's Initial
Construction with respect to any one or more Occupancy Units by any fixed date
prior to the Commencement Date.

     B. Tenant shall have the right to use and occupy each Occupancy Unit on a
date (referred to, with respect to each such Occupancy Unit, as the Earlier
Completion Date") fixed by Owner in a notice to Tenant which date shall not be
sooner than twenty (20) days next following the date of the giving of such
notice, which notice shall
<PAGE>

                                       5

state that (i) a temporary or permanent Certificate (or Certificates) of
Occupancy covering such Occupancy Unit has been, or prior to the Earlier
Completion Date fixed in said notice is expected to be, issued by the Department
of Buildings of the City of New York and (ii) Owner has, or prior to the Earlier
Completion Date fixed in said notice will have, substantially completed Owner's
Initial Construction as it relates to such Occupancy Unit. If, by the date fixed
in any such notice, a temporary or permanent Certificate (or Certificates) of
Occupancy covering such Occupancy Unit has not been issued or Owner's Initial
Construction has not been substantially completed with respect to such Occupancy
Unit, such notice shall have no force or effect and the Earlier Completion Date
shall be the date fixed by Owner in a further notice by Owner not sooner than
twenty (20) days next following the date of the giving of such further notice.
Any such use or occupancy shall be deemed to be under all of the terms,
covenants and conditions of this Lease except as hereinafter provided in this
subsection. Whether or not Tenant occupies any such Occupancy Unit Tenant agrees
to pay Fixed Rent, and any increases therein pursuant to the provisions of
Article 23, for each such Occupancy Unit for the period from the Earlier
Completion Date with respect to such Occupancy Unit to the date immediately
preceding the Commencement Date, both dates inclusive, equitably apportioned on
the basis of the allocations of the Fixed Rent set forth in subsection
1.03.A.(ii). Fixed Rent for each such Occupancy Unit shall be payable at the end
of each month following the Earlier Completion Date with respect thereto until
the Commencement Date, and if the Commencement Date shall occur on a date other
than the first day of the month, shall be payable on the Commencement Date with
respect to the period from the first day of the month in which the Commencement
Date shall occur to the day immediately preceding the Commencement Date, both
days inclusive.

     C. In the event (i) the Commencement Date or the Earlier Completion Date
for any Occupancy Unit shall not have occurred within sixty (60) days next
following the Earlier Completion Date fixed pursuant to the provisions of
subsection B of this Section 1.04 for the Occupancy Unit prior in sequence
thereto, and (ii) the failure of the Commencement Date or such later Earlier
Completion Date, as the case may be, to occur within such sixty (60) day period
shall not be caused by Tenant or its employees, agents or contractors, then, in
those events. Tenant shall, from and after the expiration of such sixty (60) day
period have no further obligation to pay Fixed Rent with respect to any
Occupancy Unit until the sooner occurring of the Commencement Date or such later
Earlier Completion Date.

     Section 1.05. In the event the Commencement Date occurs later than May 1,
1990, as said date may be extended by the provisions of this Section 1.05 (said
date, as it may be extended, is referred to as the "Outside Date"), then Owner
shall pay to Tenant for the period commencing on the Outside Date and ending on
the day immediately preceding the Commencement Date (referred to as the "Delay
Period") a sum equal to the amount by which (a) the aggregate of (i) the fixed
rent (exclusive of the cost of electricity paid by Tenant or included as part of
such fixed rent) and any additional rents for escalations paid by Tenant, under
any extension of Tenant's existing leases for its premises at 909 Third Avenue,
New York, New York ("909 Third Avenue") (copies of which have been furnished to
Owner) during the Delay Period, (ii) any other rents (exclusive of the cost of
electricity paid by Tenant or included as part of such rent) and additional
rents paid by Tenant to the owners of 909 Third Avenue or any other building for
use and occupancy of space, during the Delay Period, and (iii) (a) any
reasonable costs and expenses incurred by Tenant in defending any possession
proceedings (referred to as "Reimbursed Proceedings") brought against Tenant by
the owners of 909 Third Avenue and/or any other tenant or tenants under an
executed lease affecting all or any portion of Tenant's existing premises at 909
Third Avenue as a direct result of Tenant's failure to vacate such premises on
or prior to the Outside Date, which failure is caused solely by the fact that
the Commencement Date occurs after the Outside Date, and (b) the amount of any
final money judgment against Tenant in any such Reimbursed Proceedings,
provided, however, that (w) Tenant shall give prompt notice to Owner of the
commencement of any such Reimbursed Proceedings against Tenant and copies of all
pleadings and other papers in connection therewith. (x) Owner shall have sole
control of the defense of any such Reimbursed Proceedings, including the
selection of counsel and the right to appeal on Tenant's behalf (y) Tenant shall
cooperate with Owner in the defense of any such Reimbursed Proceeding and (z)
Owner shall have the right to settle any such Reimbursed Proceeding on Tenant's
behalf if, in Owner's sole judgment such settlement is deemed advisable
(provided Owner may not agree in such settlement to the issuance of a warrant of
eviction against Tenant without Tenant's approval, such approval not to be
unreasonably withheld or delayed), and Tenant hereby gives Owner the power of
attorney to settle any such Proceeding on Tenant's behalf (which power shall be
deemed coupled with an interest) and agrees to execute any documents required by
Owner to effectuate the foregoing provisions exceeds (b) an amount equal to the
Fixed Rent, plus any
<PAGE>

                                       6

increases in the Fixed Rent under the provisions of this Lease, including, but
not limited to the provisions of Article 23, which would have accrued if the
Commencement Date had occurred and all rent, holidays under this Lease had
expired, for a period equal to the Delay Period. Tenant shall render to Owner
within six (6) months following the Commencement Date a statement for any sums
claimed to be due from Owner to Tenant under the provisions of this Section, in
sufficient detail and shall accompany with any such statement true copies of all
rent bills and other statements for which Tenant claims repayment. In the event
Tenant does not render such statement to Owner within such six (6) month period,
Tenant shall have no right to claim any repayment from Owner under the
provisions of this Section. Owner shall have the right to dispute the amount set
forth on such statement by giving notice to Tenant of such dispute within ninety
(90) days after Tenant shall have rendered such statement to Owner. In the event
Owner and Tenant are unable to resolve such dispute within thirty (30) days
after Owner's notice to Tenant, such dispute shall be determined by arbitration
in accordance with the provisions of Article 36. Owner shall make any payment
due Tenant under the provisions of this Section within thirty (30) days after
receipt of Tenant's statement therefor provided, however, if Owner shall dispute
any such statement, any payment ultimately found due from Owner to Tenant shall
be made within thirty (30) days after the determination that such amount is due,
together with interest on such amount at the rate equal to two (2%) percent
above the then current prime rate changed by Citibank (N.A.), or its successor,
computed from the date of such determination to and including the date of
payment. The date May 1, 1990 set forth in this Section shall be extended by a
period equal to the aggregate of (i) the number of days, if any, which may have
elapsed between any date upon which any plan is required to be submitted by
Tenant to Owner pursuant to the provisions of Schedule A and the date of
submission by Tenant to Owner of such plan which shall have met with Owner's
approval as provided in Schedule A, plus (ii) the number of days, if any, of
delay or delays in substantial completion of Owner's Initial Construction
occasioned by reason of Tenant's delays in submitting any other plans or
specifications or in supplying information or in approving plans and
specifications or estimates or in giving authorizations, or by reason of any
changes by Tenant in any designations previously made by Tenant pursuant to
Schedule A or by reason of any other similar acts or omissions of Tenant, plus
(iii) the number of days, if any, of delay or delays in substantial completion
of Owner's Initial Construction occasioned by reason of having to obtain the
approval of the Landmarks Commission or any local community board.
Notwithstanding anything contained in the foregoing provisions of this Section
to the contrary, if Tenant shall, during the Delay Period, occupy space in 909
Third Avenue or any other building for its use and occupancy, the rentable area
of which shall exceed or be less than the rentable area of the Demised Premises,
then, in that event, the foregoing provisions of this Section shall be equitably
adjusted so that any sum computed pursuant to subdivision (a) of this Section
shall be based, during such use and occupancy, on Tenant using and occupying a
rentable area no greater or less than the rentable area of the Demised Premises.

     Section 1.06. A. For all purposes of this Lease, subject to the provisions
of subsection D of this Section 1.06, the parties agree that (i) the aggregate
rentable area of the Building above the street floor, as shown on the plans
referred to in Schedule E, is 747,546 square feet, (ii) the aggregate rentable
area of the Demised Premises, exclusive of the Basement Space, as shown on such
plans is 332,242 square feet, (iii) the rentable area of each of the floors
comprising the Demised Premises, and of the Basement Space, as shown on such
plans, are as set forth in subsection 1.03.A(ii), and (iv) the rentable area of
each floor of the Building above the street floor level and exclusive of those
floors comprising the Demised Premises, as shown on such plans, are as set forth
on Schedule D.

     B.  The rentable areas referred to in Paragraph A of this Section have been
calculated in accordance with the following agreed basis of measurement:
rentable square feet shall mean the amount determined by dividing the "usable
area" by .80.

     C.  The term "usable area" shall mean usable square feet determined in
accordance with The Real Estate Board of New York Inc.'s Standard Method of
Floor Measurement effective April, 1982, provided, however, that such
measurement of usable area shall also include the core toilet rooms, air
conditioning and fan rooms, electric, telephone and janitor closets and any
vertical shafts employed in the construction and maintenance of Tenant's private
elevator or "dumb-waiter" type system.

     D.  If, within three (3) months next following the Commencement Date,
either party shall notify the other that the rentable area of either (i) the
Building above the street floor (ii) the Demised Premises, exclusive of the
Basement Space, (iii) any of the floors comprising the Demised Premises,
exclusive of the Basement Space or (iv)
<PAGE>

                                       7

any of the floors of the Building above the street floor level and exclusive of
the floors comprising the Demised Premises, as actually constructed, varies by
more than one (1%) percent from the rentable areas set forth in subsection A of
this Section, subsection 1.03A(ii) or Schedule D, as the case may be, and it
shall be determined, by agreement between the parties or by arbitration,
pursuant to the provisions of subsection E of this Section 1.06, that such
variance actually exists, then this Lease shall be deemed modified as follows:

          (i)   The Fixed Rent shall be equitably increased or decreased, as the
     case may be, retroactively, if required, on the basis of such variance and
     the allocations of Fixed Rent set forth in Subsection 1.03.A(ii), and the
     monthly instalments of the Fixed Rent shall be increased or decreased
     accordingly;

          (ii)  Tenant's Proportionate Share, as defined in Article 23 and as
     set forth for various floors in Subsection 1.03A(ii) and on Schedules D
     and G, shall be increased or decreased, as the case may be, on the basis of
     such variance;

          (iii) The rentable square feet set forth in Subsection 1.03A(ii) and
     on Schedules D and G shall be increased or decreased, as the case may be,
     to the number of rentable square feet, as actually constructed; and

          (iv)  The sums appearing in subparagraph D of paragraph III of
     Schedule A and in the fourth (4th) Column of Schedule G shall be equitably
     increased or decreased, as the case may be, retroactively, if required, on
     the basis of such variance.

     E.  If no notice is given by either party to the other pursuant to the
provisions of subsection D of this Section, within three (3) months next
following the Commencement Date, of any variance referred to in said Subsection
D, the foregoing provisions of this Section shall have no further force or
effect. If either party shall give such notice within three (3) months next
following the Commencement Date, then, within thirty (30) days of the giving of
any such notice, Owner's architect for the Building and Tenant's architect shall
meet and attempt to settle such dispute. If within sixty (60) days of the giving
of any such notice such architects are unable to agree on a mutual
determination, then both of the architects shall select a third independent
architect whose fee shall be borne equally by Owner and Tenant. In the event
that Owner's architect and Tenant's architect shall fail to agree on the
designation of a third architect within ten (10) days after they are required to
do so, then the parties agree to allow the American Arbitration Association, or
any successor organization, to designate the third architect in accordance with
the rules, regulations or procedures then obtaining of the American Arbitration
Association or any successor organization. The third architect shall conduct
such hearings and investigations as he deems appropriate and shall, no later
than sixty (60) days after the date of designation as the third architect,
arrive at a determination which shall be conclusive and binding upon Owner and
Tenant. Each party shall pay its own counsel fees and expenses, if any,
including the expenses and fees of any architect selected by it in accordance
with the provisions of this subsection. Pending the completion of any such
determination, Tenant shall pay Fixed Rent as originally set forth in this
Lease. In the event of any increase or decrease in the Fixed Rent pursuant to
the provisions of this Section 1.06, the allocations of Fixed Rent set forth in
subsection 1.03.A(ii), as modified by various provisions of this Lease, shall be
deemed appropriately modified to reflect such increase or decrease and any
overpayment or underpayment of Fixed Rent shall be refunded or made, as the case
may be, within fifteen (15) days after such determination, provided, however,
that in the event Owner shall be required to refund the amount of any
overpayment to Tenant under the provisions of this subsection. Owner shall have
the option to grant to Tenant, in lieu of such refund, rent credits against the
next accruing monthly installments of Fixed Rent equal to the amount of such
refund.

     F.  At the request of Owner or Tenant, from time to time, the parties shall
execute and deliver to the other, any instrument reasonably requested by the
other, in form reasonably satisfactory to Owner, stating whether or not this
Lease has been modified pursuant to any of the provisions of this Section and,
if modified, setting forth particular modifications; however, neither Owner's
nor Tenant's failure to execute or deliver such instrument shall not vitiate any
of the foregoing provisions of this Section.

     Section 1.07. Tenant covenants (i) to pay the Fixed Rent, any increases in
the Fixed Rent and any additional rent payable pursuant to the provisions of
this Lease, and (ii) to observe and perform, and to permit no violation of the
terms, covenants and conditions of this Lease on Tenant's part to be observed
and performed.
<PAGE>

                                       8

                                   ARTICLE 2

                               Use And Occupancy

     Section 2.01.  Tenant shall use and occupy the Demised Premises for the
following purposes: Executive, administrative and general offices. Landlord
agrees that, in connection with, and incidental to, the use of the Demised
Premises for the purposes set forth in the immediately preceding sentence
Tenant may use portions of the Demised Premises for the following purposes:

          (i)   the preparation and service of food, including an executive
     dining room and cafeteria and/or canteen operated by an outside vendor, all
     for the exclusive use of the officers, employees and business guests of
     Tenant but not for use as a public restaurant, provided that such use does
     not violate any Certificate of Occupancy covering the Demised Premises or
     any law, order or regulation of any governmental authority having
     jurisdiction or any direction pursuant to law of any public officer having
     jurisdiction, or any provision of this Lease;

          (ii)  the sale, by vending machine, to the officers, employees and
     business guests of Tenant (but not to the public) of soft drinks, candy and
     other items commonly sold in office vending machines, provided that the
     sale of any such items does not violate any Certificate of Occupancy
     covering the Demised Premises or any law, order or regulation of any
     governmental authority having jurisdiction or any direction pursuant to
     law of any public officer having jurisdiction, or any provision of this
     Lease; and

          (iii) installation, maintenance and operation of (a) electronic data
     processing equipment, computer equipment and business machines (including
     without limitation, audio-visual equipment), (b) printing and other
     reporting equipment (including without limitation, multilith, multigraph,
     reproductions, offset printing normally used in an office as opposed to
     offset printing used in a print shop, blueprint, photostating and
     duplicating equipment) and (c) a test kitchen for the preparation of the
     products of Tenant's clients, provided that any such installation,
     maintenance and operation shall be in accordance with the provisions of
     this Lease, does not violate any Certificate of Occupancy covering the
     Demised Premises, or any law, order or regulation of any governmental
     authority having jurisdiction, or any direction pursuant to law of any
     public officer having jurisdiction, or any provisions of this Lease and
     does not constitute a use for manufacturing or factory purposes pursuant to
     the New York State Labor Law or any successor statute.

          (iv)   an in-house travel agency for the use of the officers and
     employees of Tenant in connection with business related travel of such
     officers and employees (but not for the public) provided that such use does
     not violate any Certificate of Occupancy covering the Demised Premises or
     any law, order or regulation of any governmental authority having
     jurisdiction or any directions pursuant to law of any public officer having
     jurisdiction, or any provisions of this Lease.

     Section 2.02. Tenant shall not use or occupy, or permit the use or
occupancy of, the Demised Premises or any part thereof, for any purposes other
than the purposes specifically set forth in Section 2.01, or in any manner
which, in Owner's reasonable judgment, (a) shall adversely affect or interfere
with (i) any services required to be furnished by Owner to Tenant or to any
other tenant or occupant of the Building, or (ii) the proper and economical
rendition of any such service, or (iii) the use or enjoyment of any part of the
Building by any other tenant or occupant, or (b) shall impair the character or
dignity of the Building.

                                   ARTICLE 3

                                  Alterations

     Section 3.01. Tenant shall not make or perform, or permit the making or
performance of, any alterations, installations, improvements, additions or other
physical changes in or about the Demised Premises (referred to collectively, as
"Alterations") without Owner's prior consent. Owner agrees not to unreasonably
withhold its consent to any nonstructural Alterations proposed to be made by
Tenant to the Demised Premises. Notwithstanding the foregoing provisions of this
Section or Owner's consent to any Alterations, all Alterations and decorations
shall be made and performed in conformity with and subject to the following
provisions: All Alterations and decorations shall be made and performed at
Tenant's sole cost and expense and at such time and in such manner as Owner may,
from time to time, reasonably designate; no Alteration or decoration shall
<PAGE>

                                       9

adversely affect the structural integrity of the Building; Alterations shall be
made only by contractors or mechanics approved by Owner, such approval not
unreasonably to be withheld (notwithstanding the foregoing, all Alterations
requiring mechanics in trades with respect to which Owner has adopted or may
hereafter adopt a list or lists of approved contractors shall be made only by
contractors selected by Tenant from such list or lists,  which lists shall
contain not less than three (3) contractors for each trade, except that with
respect to such trades where it is not reasonably practical for such list to
contain not less than three (3) contractors, such list may contain less than
three (3)); no Alteration or decoration shall affect any part of the Building
other than the Demised Premises or adversely affect any service required to be
furnished by Owner to Tenant or to any other tenant or occupant of the Building
or reduce the value or utility of the Building; no Alteration or decoration
shall affect the outside appearance of the Building or the color or style of any
venetian blinds (except that Tenant may remove any venetian blinds provided that
they are promptly replaced by Tenant with blinds of a similar type, material and
color); all business machines and mechanical equipment shall be placed and
maintained by Tenant in settings sufficient, in Owner's reasonable judgment, to
absorb and prevent vibration, noise and annoyance to other tenants or occupants
of the Building; Tenant shall submit to Owner detailed plans and specifications
(including layout, architectural, mechanical and structural drawings) for each
proposed Alteration and shall not commence any such Alteration without first
obtaining Owner's approval of such plans and specifications which approval shall
not be unreasonably withheld; prior to the commencement of such proposed
Alteration Tenant shall have procured and paid for, and exhibited to Owner, so
far as the same may be required from time to time, all permits and
authorizations of all municipal departments and governmental subdivisions and
authorities having or claiming jurisdiction; prior to the commencement of each
proposed Alteration or decoration. Tenant shall furnish to Owner duplicate
original policies of workmen's compensation insurance covering all persons to be
employed in connection with such Alteration or decoration, including those to be
employed by all contractors and subcontractors, and of comprehensive public
liability insurance (including property damage coverage) in which Owner, its
agents and any lessor under any ground or underlying lease shall be named as
parties insured, which policies shall be issued by companies, and shall be in
form and amounts, reasonably satisfactory to Owner and shall be maintained by
Tenant until the completion of such Alteration or decoration; all fireproof
wood test reports, electrical and air conditioning certificates, and all other
permits, approvals and certificates required by all governmental authorities
shall be timely obtained by Tenant and submitted to Owner; all Alterations and
decorations, once commenced, shall be made promptly and in a good and
workmanlike manner; notwithstanding Owner's approval of plans and specifications
for any Alteration or decoration, all Alterations and decorations shall be made
and performed in full compliance with all applicable laws, orders and
regulations (including, but not limited to, the New York State Energy
Conservation Construction Code) of Federal, State, County and Municipal
authorities and with all directions, pursuant to law, of all public officers,
and with all applicable rules, orders, regulations and requirements of the
New York Board of Fire Underwriters and the New York Fire Insurance Rating
Organization or any similar body; all Alterations and decorations shall be made
and performed in accordance with the Building Rules: all materials and equipment
to be installed, incorporated or located in the Demised Premises as a result of
any Alteration or decoration shall be new and first quality; no such materials
or equipment shall be subject to any lien, encumbrance, chattel mortgage or
title retention or security agreement of any kind; Tenant, before commencement
of such Alteration, shall furnish to Owner a performance bond or other security
satisfactory to Owner in an amount at least equal to the estimated cost of such
Alteration provided, however, Tenant shall not be required to furnish a
performance bond or other security satisfactory to Owner in the event that at
the time of the making of such Alteration Tenant's gross annual capitalized
billings shall equal at least $l.5 Billion Dollars and Tenant shall present
reasonable proof thereof to Owner, in the event Owner or its agents employ any
independent architect or engineer to examine any plans or specifications
submitted by Tenant to Owner in connection with any proposed Alteration, Tenant
agrees to pay Owner a sum equal to any reasonable fees incurred by Owner in
connection therewith. Notwithstanding the foregoing provisions of this Section
3.01 to the contrary, Owner's prior consent shall not be required for any non-
structural Alteration or series of Alterations constituting a single project
proposed to be made by Tenant to the Demised Premises the cost of which shall
not exceed the sum of Fifty Thousand ($50,000.00) Dollars. For the purposes of
the immediately preceding sentence, the sum of fifty Thousand ($50,000.00)
Dollars shall be deemed increased on the fifth (5th) anniversary of the
Commencement Date and on each fifth (5th) anniversary date thereafter by the
percentage increase in the Price Index, as such term is defined in Section
40.04.A., during each such five (5) year period.

<PAGE>

                                       10

     Section 3.02. In the event of any dispute between Owner and Tenant as to
the reasonability of Owner's failure or refusal to grant any consent or
approval requested by Tenant pursuant to the provisions of Section 3.01 with
respect to which Owner has agreed to act reasonably, such dispute shall be
determined by arbitration in accordance with the provisions of Article 36.

     Section 3.03. Nothing in this Lease shall be deemed or construed in any way
as constituting the consent or request of Owner, express or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or
materialman, for the performance of any labor or the furnishing of any material
for any specific Alteration to, or repair of, the Demised Premises, the
Building, or any part of either. Any mechanic's or other lien filed against the
Demised Premises or the Building or the Real Property for work claimed to have
been done for, or materials claimed to have been furnished to, Tenant or any
person claiming through or under Tenant or based upon any act or omission or
alleged act or omission of Tenant or any such person shall be discharged by
Tenant either by payment or by securing the appropriate bond, at Tenant's sole
cost and expense, within twenty (20) days after notice of the filing of such
lien.

     Section 3.04. Tenant shall not, at any time prior to or during the Demised
Term, directly or indirectly employ or permit the employment of, any contractor,
mechanic or laborer in the Demised Premises, whether in connection with any
Alteration or otherwise, if such employment will interfere or cause any
conflict with other contractors, mechanics, or laborers engaged in the
construction, maintenance or operation of the Building by Owner, Tenant or
others. In the event of any such interference or conflict, Tenant, upon demand
of Owner, shall cause all contractors, mechanics or laborers causing such
interference or conflict to leave the Building immediately.

     Section 3.05. Without in any way limiting the generality of the provisions
of Section 3.01, Alterations shall be made and performed in full compliance with
(a) New York City Local Law #5 of 1973 and #16 of 1984 and any successor law of
like import and (b) all reasonable standards and practices adopted by Owner for
fire safety in the Building. No Alteration shall affect all or any part of the
Class E Fire Alarm and Communication system installed in the Demised Premises,
except that in connection with any such Alteration Tenant may relocate certain
components of such system, provided (i) such relocation shall be performed in a
manner first approved by Owner, which approval shall not be unreasonably
withheld, (ii) the new location of any such component shall be first approved by
Owner, which approval shall not be unreasonably withheld, (iii) prior to any
such relocation Tenant shall submit to Owner detailed plans and specifications
therefor which shall be first approved by Owner, which approval shall not be
unreasonably withheld, and (iv) Owner shall have the election of relocating such
components either by itself or by its contractors, in which event Tenant, upon
request of Owner, shall reimburse Owner for all reasonable expenses incurred by
Owner in connection therewith.



                                   ARTICLE 4

                           Ownership of Improvements

     Section 4.01. All appurtenances, fixtures, improvements, additions and
other property attached to or installed in the premises demised in this Lease,
whether by Owner or Tenant or others, and whether at Owner's expense, or
Tenant's expense, or the joint expense of Owner and Tenant, shall be and remain
the property of Owner, except that any such fixtures, improvements, additions
and other property installed at the sole expense of Tenant with respect to which
Tenant has not been granted any credit or allowance by Owner, whether pursuant
to Schedule A or otherwise, and which are removable without material damage to
the said premises shall be and remain the property of Tenant and are referred to
as "Tenant's Personal Property". Any replacements of any property of Owner,
whether made at Tenant's expense or otherwise, shall be and remain the property
of Owner. The fact that Tenant is not required to pay Fixed Rent for the period
set forth in subsection D of Section 1.03 pursuant to the provisions of said
subsection D of Section 1.03 shall not be deemed a credit or allowance for
purposes of this Section 4.01.
<PAGE>

                                       11

                                   ARTICLE 5

                                    Repairs


     Section 5.01. Subject to the provisions of Section 5.02, Tenant shall take
good care of the Demised Premises (including, but not limited to, the sprinkler
system installed therein) and, at Tenant's sole cost and expense, shall make all
repairs and replacements, structural and otherwise, ordinary and extraordinary,
foreseen and unforeseen, as and when needed to preserve the Demised Premises
(including, but not limited to, the sprinkler system installed therein) in good
and safe working order and in first class repair and condition, except that
Tenant shall not be required to make any such structural repairs or structural
replacements to the Demised Premises unless necessitated or occasioned by the
acts, omissions or negligence of Tenant or any person claiming through or under
Tenant, or any of their servants, employees, contractors, agents, visitors or
licensees, or by the use or occupancy or manner of use or occupancy of the
Demised Premises by Tenant or any such person. Without affecting Tenant's
obligations set forth in the preceding sentence, Tenant, at Tenant's sole cost
and expense, shall also (i) make all replacements, as and when necessary, to the
lamps, tubes, ballasts, and starters in the lighting fixtures installed in the
Demised Premises, (ii) make all repairs and replacements, as and when necessary,
to Tenant's Personal Property and to any Alterations made or performed by or on
behalf of Tenant or any person claiming through or under Tenant, and (iii) if
the Demised Premises shall include any space on any ground, street, mezzanine
or basement floor in the Building, make all replacements, as and when necessary,
to all windows and plate and other glass in, on or about such space, and obtain
and maintain, throughout the Demised Term, plate glass insurance policies issued
by companies, and in form and amounts, satisfactory to Owner, in which Owner,
its agents and any lessor under any ground or underlying lease shall be named as
parties insured, and (iv) perform all maintenance and make all repairs and
replacements, as and when necessary, to any supplemental air conditioning
equipment, private elevators, escalators, conveyors or mechanical systems (other
than the Building's standard equipment and systems) which may be installed in
the Demised Premises by Owner, Tenant or others.  However, the provisions of the
foregoing sentence shall not be deemed to give to Tenant any right to install
air conditioning equipment, elevators, escalators, conveyors or mechanical
systems. All repairs and replacements made by or on behalf of Tenant or any
person claiming through or under Tenant shall be made and performed in
conformity with, and subject to the provisions of, the third (3rd) sentence of
Section 3.01 and shall be at least comparable in quality and class to the
original work or installation. The necessity for, and adequacy of, repairs and
replacements pursuant to this Article 5 shall be measured by the standard which
is appropriate for first class office buildings of similar construction and
class in the Borough of Manhattan, City of New York.

     Section 5.02. Owner at Owner's sole cost and expense, shall make (i) all
structural repairs and replacements to the Demised Premises as and when
required, including repairs to the sprinkler system installed therein, (ii) all
repairs necessary to furnish the utilities and services required to be furnished
by Landlord to Tenant under the provisions of Article 29, (iii) all repairs
necessary to correct any latent defects in the Demised Premises (other than
defects connected with or related to any Alterations made or performed by or on
behalf of Tenant by persons other than Owner or Owner's contractors), (iv) all
structural repairs and replacements to the exterior and foundation of the
Building necessary to Tenant's use of the Demised Premises, (v) all necessary
repairs to public portions of the Building which affect Tenant's use and
enjoyment of the Demised Premises, (vi) all repairs to the Demised Premises
occasioned by any negligence of Owner or the contractors, agents, servants or
employees of Owner occurring after the completion of Owner's Initial
Construction, and (vii) all repairs to the Class E Fire Alarm and Communication
System installed therein, except that Landlord shall not be required to make any
repairs referred to in subdivisions (i), (ii), (iii), (iv), (v), (vi) or (vii)
of this sentence if Tenant is obligated to make such repairs pursuant to the
provisions of Section 5.01. Notwithstanding the foregoing provisions of this
Section, Owner shall have no obligation to make any such repairs and
replacements unless and until specific notice of the necessity therefor shall
have been given by Tenant to Owner, or Owner shall otherwise have received
specific notice of the necessity therefor, and Owner shall have no obligation to
make any repair pursuant to subdivision (iii) of the first sentence of this
Section with respect to any Occupancy Unit unless such notice shall have been
given within one (1) year following the applicable Earlier Completion Date, or
the Commencement Date, in the Demised Term shall commence on May 1, 1989. Owner
agrees that solely in cases of an emergency to employ contractors or labor at
overtime or other premium pay rates to make repairs required to be made by Owner
pursuant to the provisions of this Section 5.02.
<PAGE>

                                       12

                                   ARTICLE 6

                             Compliance With Laws

     Section 6.01. Tenant, at Tenant's sole cost and expense, shall comply with
all present and future laws, orders and regulations (including, but not limited
to, the New York State Energy Conservation Construction Code) of Federal, State,
County and Municipal authorities, and with all directions, requirements, orders
and notices of violation thereof, issued by all public officers, which shall
impose any duty upon Owner or Tenant with respect to the Demised Premises or the
use or occupation thereof, whether ordinary or extraordinary, foreseen or
unforeseen, except that Tenant shall not be required to make any (i) structural
Alterations in order so to comply unless such Alterations shall be necessitated
or occasioned, in whole or in part, by the acts, omissions, or negligence of
Tenant or any person claiming through or under Tenant, or any of their servants,
employees, contractors, agents, visitors or licensees, or by the manner of use
or occupancy of the Demised Premises by Tenant or by any such person (in
contradistinction to the mere use or occupancy of the Demised Premises as
offices) or (ii) Alterations in order to so comply resulting from any legal
requirement in effect on the Commencement Date which Owner was required to
comply with as a condition of obtaining a Certificate of Occupancy for the
Demised Premises. Any work or installations made or performed by or on behalf of
Tenant or any person claiming through or under Tenant pursuant to the provisions
of this Article shall be made in conformity with, and subject to the provisions
of, the third (3rd) sentence of Section 3.01.

     Section 6.02. Tenant shall not do anything, or permit anything to be done,
in or about the Demised Premises which shall (i) invalidate or be in conflict
with the provisions of any fire or other insurance policies covering the
Building or any property located therein, or (ii) result in a refusal by fire
insurance companies of good standing to insure the Building or any such property
in amounts reasonably satisfactory to Owner, or (iii) subject Owner to any
liability or responsibility for injury to any person or property by reason of
any business operation being conducted in the Demised Premises, or (iv) cause
any increase in the fire insurance rates applicable to the Building or property
located therein at the beginning of the Demised Term or at any time thereafter.
Tenant, at Tenant's expense, shall comply with all present and future rules,
orders, regulations and requirements of the New York Board of Fire Underwriters
and the New York Fire Insurance Rating Organization or any similar body and the
issuer of any insurance obtained by Owner covering the Building and/or the Real
Property, whether ordinary or extraordinary, foreseen or unforeseen.

     Section 6.03. Notwithstanding anything contained in Section 6.02 to the
contrary, Tenant shall not be deemed to have caused any increase in the fire
insurance rate applicable to the Building or property located therein at any
Earlier Completion Date or the Commencement Date or any time thereafter, nor
shall Tenant be required to make any Alterations in order to comply with any
rules, orders, regulations, or requirements of the New York Board of Fire
Underwriters and the New York Fire Insurance Rating Organization or any similar
body, unless such rates are increased, or such Alterations shall be necessitated
or occasioned, in whole or in part, by the acts, omissions, or negligence of
Tenant or any person claiming through or under Tenant, or any of their servants,
employees, contractors, agents, visitors or licensees, or by the manner of use
of the Demised Premises by Tenant or any such persons (in contradistinction to
the mere use or occupancy of the Demised premises as offices).

     Section 6.04. In any action or proceeding wherein Owner and Tenant are
parties, a schedule or "make up" of rates applicable to the Building or
property located therein issued by the New York Fire Insurance Rating
Organization, or other similar body fixing such fire insurance rates, shall be
conclusive evidence of the facts therein stated and of the several items and
charges in the fire insurance rates then applicable to the Building or property
located therein.

     Section 6.05. Tenant shall have the right after prior written notice to
Owner and the lessors under all ground or underlying leases, to contest, by
appropriate legal proceedings diligently conducted in good faith, at its own
cost and expense, the validity or application of any law, order, regulation or
direction with which Tenant is required to comply under the provisions of this
Article 6 and to defer compliance during the pendency of such contest, provided
that:
<PAGE>

                                      13

          (i)    Such contest shall not subject Owner or any lessor under any
     ground or underlying lease to any criminal penalty or impose upon Owner any
     unusual obligation or liability or affect any service required to be
     furnished by Owner to any other tenant or occupant of the Building; and

          (ii)   Neither such contest nor Tenant's failure to comply pending
     such contest shall constitute a default under any ground or underlying
     lease or under any mortgage affecting any ground or underlying lease, or
     the Building, or the Real Property; and

          (iii)  Tenant shall obtain and maintain during the pendency of any
     such contest a bond in form and amount and issued by a surety company
     reasonably satisfactory to Owner and the lessors under all ground or
     underlying leases, indemnifying and protecting Owner and the lessors under
     all ground or underlying leases from and against any and all damages,
     expenses, losses, injuries, fees including, but not limited to, reasonable
     counsel fees, penalties, actions, causes of action, suits, costs, claims
     or judgments arising from such contest or Tenant's non-compliance with any
     such law, order, regulation or direction.


                                   ARTICLE 7

                        Subordination, Attornment, Etc.

     Section 7.01. This Lease and all rights of Tenant under this Lease are, and
shall remain, unconditionally subject and subordinate in all respects to the
presently existing mortgages affecting the indenture of lease dated as of March
13, 1985 between The Shubert Organization, Inc., as landlord, and Owner, as
tenant (referred to as the "Ground and Development Rights Lease") which are
presently held by Manufacturers Hanover Trust Company and to all advances made
or hereafter to be made under said mortgages, and to all renewals,
modifications, replacements and extensions of, and substitutions for, such
mortgages, as well as to any consolidations or correlations of such mortgages
with other mortgages. Owner agrees to obtain and deliver to Tenant not later
than one hundred eighty (180) days after the date of this Lease, an agreement
substantially to the effect that in the event of any foreclosure of said
mortgages such holder or holders will not make Tenant a party defendant to such
foreclosure nor disturb its possession under this Lease so long as there shall
be no default by Tenant under this lease beyond the applicable grace periods
provided for the curing of such default (any such agreement, or any agreement of
similar import, is referred to in this Lease as a "Non-Disturbance Agreement").
If Owner shall fail to make timely delivery to Tenant of such Non-Disturbance
Agreement, Tenant, as Tenant's sole remedy for such failure, shall have the
right, exercisable within one-hundred ninety (190) days after the date of this
Lease, to cancel and terminate this Lease by notice given to Owner. Upon the
giving of such notice of cancellation and termination, this Lease shall
terminate and come to an end and neither party shall have any further rights or
liabilities under this Lease. It is agreed that time is of the essence with
respect to any such notice of cancellation and termination, that Tenant shall
not have the right to give any such notice after the one-hundred ninety (190)
day period hereinabove referred to, and that any such notice given after the
expiration of such period shall have no force or effect.

     Section 7.02. This Lease and all rights of Tenant under this Lease shall be
and remain, unconditionally subject and subordinate in all respects to all other
mortgages which may, from time to time, affect the Ground and Development Rights
Lease, any future ground or underlying lease referred to in Section 7.04 or the
Real Property and to all advances to be made under such mortgages, and to all
renewals, modifications, consolidations, correlations, replacements and
extensions of, and substitutions for, any such mortgage or mortgages, provided
that (i) the holder of any such mortgage shall execute and deliver a Non-
Disturbance Agreement to Tenant, or (ii) any such mortgage shall contain
provisions substantially to the same effect as those contained in a
Non-Disturbance Agreement (any such provisions are referred to in this Lease as
"Non-Disturbance Provisions").

     Section 7.03. This Lease and all rights of Tenant under this Lease are, and
shall remain, unconditionally subject and subordinate in all respects to the
Ground and Development Rights Lease and to all renewals, modifications,
replacements and extensions of, and substitutions for, such lease. Owner agrees
that until such time as Owner has delivered to Tenant a Tenant Recognition
Agreement (as hereinafter defined), Owner will not enter into any agreement to
modify the provisions of Section 14.04 of the Ground and Development Rights
Lease. An agreement from the lessor under the Ground and Development Rights
Lease substantially to the effect that in the event of the termination of the
Ground and Development Rights Lease for any reason other than a

<PAGE>

                                      14

termination by operation of the provisions of Articles 8 (entitled "Damage to or
Destruction of the Building") and 9 (entitled "Condemnation") of such Lease such
lessor will permit Tenant to attorn to such lessor and will not disturb its
possession under this Lease, so long as there shall be no default by Tenant
under this Lease, beyond the applicable grace period provided in this Lease for
the curing of such default, or any agreement of similar import, is referred to
in this Lease as a "Tenant Recognition Agreement". Owner agrees, within thirty
(30) days next following the date of this Lease, to request from the lessor
under the Ground and Development Rights Lease a Tenant Recognition Agreement in
favor of Tenant with respect to this Lease and to take all reasonable steps to
obtain the same.

     Section 7.04. This lease and all rights of Tenant under this Lease shall be
and remain, unconditionally subject and subordinate in all respects to all
future ground or underlying leases affecting the Real Property or any portion
thereof or the Building and to all renewals, modifications, replacements and
extensions of, and substitutions for, such ground or underlying leases, provided
that (i) any such ground or underlying lease shall contain provisions
substantially to the same effect as those contained in a Tenant Recognition
Agreement, (any such provisions are referred to in this lease as "Tenant
Recognition Provisions"), or (ii) the lessor under any such ground or underlying
lease shall execute and deliver to Tenant a Tenant Recognition Agreement,

     Section 7.05.  A. At Owner's request, Tenant shall execute and deliver
promptly any certificate or other instrument which Owner may request,
subordinating this Lease and all rights of Tenant under this Lease to any
mortgages which may now or hereafter affect the Real Property and/or the real
property from which the development rights demised in the Ground and Development
Rights Lease accrue and/or any ground or underlying lease affecting such real
property, and to all advances made or hereafter to be made under such mortgages,
and to all renewals, modifications, consolidations, correlations, replacements
and extensions of, and substitutions for, any such mortgage or mortgages,
provided that (i) the holder of any such mortgage shall execute and deliver a
Non-Disturbance Agreement to Tenant, or (ii) any such mortgage shall contain
Non-Disturbance Provisions. In the event Tenant shall fail to execute or deliver
any such certificate or other instrument which may be requested pursuant to the
foregoing provisions of this subsection within a reasonable time after Owner's
request therefor, Tenant hereby irrevocably constitutes and appoints Owner as
Tenant's agent and attorney-in-fact to execute any such certificate or other
instrument for or on behalf of Tenant.

     B. The subordination provisions of this Article (with the exception of the
provisions of subsection A of this Section 7.05) shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall execute and deliver promptly any certificate or
other instrument which Owner, or any lessor under any ground or underlying
lease, or any holder of any such mortgage may reasonably request, and if Tenant
shall fail to execute and deliver any such certificate or other instrument
within a reasonable time after Owner's request therefor. Tenant hereby
irrevocably constitutes and appoints Owner and all such lessors and holders,
acting jointly or severally, as Tenant's agent and attorney-in-fact to execute
any such certificate or other instrument for or on behalf of Tenant. If, in
connection with obtaining financing with respect to the Building, the Real
Property, the real property from which the development rights demised in the
Ground and Development Rights Lease accrue or the interest of the lessee under
any ground or underlying lease, any recognized lending institution shall request
reasonable modifications of this Lease as a condition of such financing, Tenant
covenants not unreasonably to withhold or delay its agreement to such
modifications, provided that such modifications do not increase the obligations,
or materially and adversely affect the rights, of Tenant under this Lease. No
act or failure to act on the part of Owner which would entitle Tenant under the
terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder
or to terminate this Lease shall result in a release or termination of such
obligations or a termination of this Lease unless (i) Tenant shall have first
given written notice of Owner's act or failure to act to the holder or holders
of any mortgage of whom Tenant has been given written notice specifying the act
or failure to act on the part of Owner which could or would give basis to
Tenant's rights; and (ii) the holder or holders of such mortgages, after receipt
of such notice, have failed or refused to correct or cure the condition
complained of within a reasonable time thereafter, but nothing contained in this
sentence shall be deemed to impose any obligation on any such holder to correct
or cure any such condition. "Reasonable time" as used above means and includes a
reasonable time to obtain possession of the Building if any such holder elects
to do so and a reasonable time to correct or cure the condition if such
condition is to exist.
<PAGE>

                                      15

     Section 7.06. If at any time prior to the expiration of the Demised Term,
any ground or underlying lease under which Owner then shall be the lessee shall
terminate or be terminated for any reason. Tenant agrees, at the election and
upon request of any owner of the Real Property, or of the holder of any mortgage
in possession of the Real Property or the Building, or of any lessee under any
other ground or underlying lease covering premises which include the Demised
Premises, to attorn, from time to time, to any such owner, holder, or lessee,
upon the then executory terms and conditions of this Lease, for the remainder of
the term originally demised in this Lease, provided that such owner, holder or
lessee, as the case may be, shall then be entitled to possession of the Demised
Premises. The provisions of this Section shall enure to the benefit of any such
owner, holder, or lessee, shall apply notwithstanding that, as a matter of law,
this Lease may terminate upon the termination of any such ground or underlying
lease, shall be self-operative upon any such request, and no further instrument
shall be required to give effect to said provisions. Tenant, however, upon
request of any such owner, holder, or lessee, agrees to execute, from time to
time, instruments in confirmation of the foregoing provisions of this Section,
satisfactory to any such owner, holder, or lessee, acknowledging such attornment
and setting forth the terms and conditions of its tenancy. Nothing contained in
this Section shall be construed to impair any right otherwise exercisable by any
such owner, holder, or lessee.

     Section 7.07. Nothing contained in this Article or in any Non-Disturbance
Provision, Non-Disturbance Agreement, Tenant Recognition Provision or Tenant
Recognition Agreement shall, however, affect the prior rights of the holder of
any existing or future mortgage or of the lessor under any ground or underlying
lease with respect to the proceeds of any award in condemnation or of any fire
insurance policies affecting the Building, or impose upon any such holder or
lessor any liability (i) for the erection or completion of the Building, or (ii)
in the event of damage or destruction to the Building or the Demised Premises,
for any repairs, replacements, rebuilding or restoration except as can
reasonably be accomplished from the net proceeds of insurance actually received
by, or made available to, such holder or lessor, or (iii) for any default by
Owner under this Lease occurring prior to any date upon which such holder or
lessor shall become Tenant's landlord, or (iv) for any credits, offsets or
claims against the rent under this Lease as the result of any acts of Owner
committed prior to such date, and any such Provision or Agreement may so state.
Any such Provision or Agreement may also be conditioned upon the existence of
any one or more of the following circumstances at the time of the commencement
of any foreclosure of any such mortgage or at the time of the termination of any
such ground or underlying lease, as the case may be:

     A.   The Demised Term shall have commenced or Tenant shall have taken
possession of the Demised Premises;

     B.   Tenant shall not be in default in the observance or performance of any
of the covenants of this Lease on the part of Tenant to be observed or performed
beyond the applicable grace period provided in this Lease for the curing of such
default;

     C.   Tenant shall not have paid rent in advance beyond the rent period next
following the current rent period, and there shall be no offsets then accrued
against future rent chargeable against the holder of any such mortgage after
foreclosure or against the lessor under such ground or underlying lease after
termination, as the case may be.

     D.   Any circumstance substantially similar to B or C; or

     E.   Tenant shall have furnished to the then holder of any such mortgage or
the then lessor under any such ground or underlying lease, as the case may be, a
statement, in writing, as to the status of this Lease with respect to the above
circumstances A, B and C or any circumstance substantially similar to B or C,
within ten (10) days after such holder or lessor shall have made written demand
for such statement by registered or certified mail addressed to Tenant.

     Section 7.08. A. At the request of Owner, Tenant shall promptly execute and
deliver any instrument or instruments requested by Owner for the benefit of the
holder of any mortgage to which this Lease shall then be subordinate as
hereinabove provided, or for the benefit of the lessor under any ground or
underlying lease to which this Lease shall then be subordinate as hereinabove
provided, in which Tenant shall covenant and agree with such holder or lessor
that (a) Tenant will not enter into any agreement to cancel or modify this Lease
without the written approval of such holder or lessor, and (b) Tenant will not
take any action or institute any proceeding against Owner to cancel or modify
this Lease without giving to such holder or lessor at least thirty (30) days'
prior written notice of such action or proceeding, except that the provisions of
any such instrument shall not apply to

<PAGE>
                                      16

any modifications of this Lease contemplated in any of the provisions of this
Lease, or to any right or option to cancel or modify this Lease expressly
reserved or granted to Tenant pursuant to any of the provisions of this Lease.

     B.   If required by the holder of any mortgage or by the lessor under any
ground or underlying lease, Tenant shall promptly join in any Non-Disturbance
Agreement or Tenant Recognition Agreement to indicate its concurrence with the
provisions thereof, provided such agreement shall substantially comply with the
provisions of this Article.

     Section 7.09. A. From time to time, within seven (7) days next following
Owner's request, Tenant shall deliver to Owner a written statement executed and
acknowledged by Tenant, in form reasonably satisfactory to Owner, (i) stating
that this Lease is then in full force and effect and has not been modified (or
if modified, setting forth the specific nature of all modifications), and (ii)
setting forth the date to which the Fixed Rent has been paid, and (iii) stating
whether or not, to the best knowledge of Tenant, Owner is in default under this
Lease, and, if Owner is in default, setting forth the specific nature of all
such defaults and (iv) stating that Tenant has accepted and occupied the Demised
Premises, and all improvements required to be made by Owner pursuant to the
provisions of this Lease, have been made, if such be the case. Tenant
acknowledges that any statement delivered pursuant to this subsection may be
relied upon by any purchaser or owner of the Building, or the Real Property, or
any part thereof, or Owner's interest in the Building or the Real Property or
any ground or underlying lease, or by any mortgagee, or by any assignee of any
mortgagee, or by any lessee under any ground or underlying lease.

     B.   From time to time, within seven days next following Tenant's request,
Owner shall deliver to Tenant a written statement executed by Owner, in form
reasonably satisfactory to Tenant and prepared at Tenant's expense, (i) stating
that this Lease is in full force and effect and has not been modified (and if
modified, that this Lease is then in full force and effect as so modified and
the specific nature of all modifications), and (ii) setting forth the date to
which the Fixed Rent has been paid, and (iii) stating whether or not, to the
best knowledge of Owner, Tenant is in default under this Lease and, if Tenant is
in default, setting forth the specific nature of all such defaults. Owner
acknowledges that any statement delivered pursuant to this subsection may be
relied upon by any institutional lender making loans to Tenant, or any
prospective assignee of Tenant's interest in this Lease (whether pursuant to the
provisions of Section 11.06 or otherwise) or by any prospective subtenants or by
any entity which acquires all or substantially all of the issued and outstanding
capital stock of Tenant, provided, however, the foregoing provisions of this
sentence shall not be deemed to give Tenant any rights of assignment and
subletting which are not expressly provided for in this Lease.

     Section 7.10. If Owner assigns its interest in this Lease, or the rents
payable hereunder, to the holder of any mortgage or the lessor under any ground
or underlying lease, whether the assignment shall be conditional in nature or
otherwise, Tenant agrees that (a) the execution thereof by Owner and the
acceptance by such holder or lessor shall not be deemed an assumption by such
holder or lessor of any of the obligations of the Owner under this Lease unless
such holder or lessor shall, by written notice sent to Tenant, specifically
otherwise elect; and (b) except as aforesaid, such holder or lessor shall be
treated as having assumed Owner's obligations hereunder only upon the
foreclosure of such holder's mortgage or the termination of such lessor's lease
and the taking of possession of the Demised Premises by such holder or lessor,
as the case may be.

     Section 7.11. A. Tenant agrees to cooperate with Owner in Owner's obtaining
any Non-Disturbance Agreement and Tenant Recognition Agreement and Tenant shall
provide Owner and the holder of any mortgage and lessor under any ground or
underlying lease with any information reasonably required by them in connection
with obtaining any such Non-Disturbance Agreement or Tenant Recognition
Agreement, including, without limitation, financial statements of Tenant.

     B. Owner covenants and agrees to exercise its renewal options set forth in
the Ground and Development Rights Lease, if necessary, at such time as Owner
elects, so that the term of such lease shall extend at least one (1) day beyond
the Demised Term, as the Demised Term may be extended in accordance with the
provisions of Article 40 of this Lease.

<PAGE>

                                      17

                                   ARTICLE 8

                              Property Loss, Etc.


     Section 8.01. Any Building employee to whom any property shall be entrusted
by or on behalf of Tenant shall be deemed to be acting as Tenant's agent with
respect to such property and neither Owner nor Owner's agents shall be liable
for any loss of, or damage to, any such property by theft or otherwise. Neither
(i) the performance by Owner, Tenant or others of any decorations, repairs,
alterations, additions or improvements in or to the Building or the Demised
Premises, nor (ii) the failure of Owner or others to make any such decorations,
repairs, alterations, additions or improvements, nor (iii) any damage to the
Demised Premises or to the property of Tenant, nor any 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,
nor (iv) any latent defect in the Building or in the Demised Premises, nor (v)
any temporary closing or darkening or bricking up of any windows of the Demised
Premises for any reason whatsoever including, but not limited to, Owner's own
acts or any permanent closing, darkening or bricking up of any such windows if
required by law or related to any construction upon adjacent property by Owner
or other, nor (vi) any 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 (i) through (v), shall constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this Lease, or impose any liability upon Owner, or its agents, or any
lessor under any ground or underlying lease, other than such liability as may be
imposed upon Owner by law for Owner's negligence or the negligence of Owner's
agents, servants or employees in the operation or maintenance of the Building or
for the breach by Owner of any express covenant of this Lease on Owner's part to
be performed. Tenant's taking possession of the Demised Premises or any
Occupancy Unit shall be presumptive evidence, as against Tenant, that, at the
time such possession was so taken, the Demised Premises or such Occupancy Unit
and the Building were in good and satisfactory condition and Owner's Initial
Construction with respect to the Demised Premises or such Occupancy Unit, as the
case may be, was substantially completed, except for repairs required to be made
by Owner pursuant to the provisions of subsection (iii) of Section 5.02.


                                   ARTICLE 9

                     Destruction - Fire or Other Casualty


     Section 9.01. If the Demised Premises shall be damaged by fire or other
casualty and if Tenant shall give prompt notice to Owner of such damage, Owner,
at Owner's expense, shall repair such damage. However, Owner shall have no
obligation to repair any damage to, or to replace, Tenant's Personal Property or
any other property or effects of Tenant. Except as otherwise provided in Section
9.03, if the entire Demised Premises shall be rendered untenantable by reason of
any such damage, the Fixed Rent shall abate for the period from the date of such
damage to the date when such damage shall have been repaired, and if only a part
of the Demised Premises shall be so rendered untenantable, the Fixed Rent shall
abate for such period in the proportion which the area of the part of the
Demised Premises so rendered untenantable bears to the total area of the Demised
Premises. In the event that so much of the Demised Premises shall be damaged or
destroyed that Tenant, in its opinion, reasonably exercised, determines that it
is unable to conduct business in the undamaged portion of the Demised Premises,
then it may move out of the entire Demised Premises until such time that enough
of the restoration work has been performed so as to permit Tenant to once again
conduct business in those portions of the Demised Premises which are undamaged
or restored, and solely during such time that Tenant has moved out of the entire
Demised Premises and until enough of the restoration work has been so performed,
in accordance with the foregoing provision of this sentence, the Fixed Rent
shall be fully abated. Tenant hereby expressly waives the provisions of Section
227 of the New York Real Property Law, and of any successor law of like import
then in force, and Tenant agrees that the provisions of this Article shall
govern and control in lieu thereof. Notwithstanding the foregoing provisions of
this Section, if, prior to or during the Demised Term, (i) the Demised Premises
shall be totally damaged to rendered wholly untenantable by fire or other
casualty, and if Owner shall decide not to restore the Demised Premises, or (ii)
the Building shall be so damaged by fire or other casualty that, in Owner's
opinion, substantial alteration, demolition, or reconstruction of the Building
shall be required whether or not the Demised Premises shall have been damaged or
rendered untenantable, then, in any of such
<PAGE>

                                       18

events, Owner, at Owner's option, may give to Tenant, within ninety (90) days
after such fire or other casually, a five (5) days notice of termination of
this, Lease and, in the event such notice is given, this Lease and the Demised
Term shall come to an end and expire (whether or not said term shall have
commenced) upon the expiration of said five (5) days with the same effect as if
the date of expiration of said five (5) days were the Expiration Date, the Fixed
Rent shall be apportioned as of such date and any prepaid portion of Fixed Rent
for any period after such date shall be refunded by Owner to Tenant.
Notwithstanding the foregoing, Owner may not exercise the option contained in
subdivision (ii) above unless Owner terminates, at the same time, substantially
all leases of substantially all the space in the Building.

     Section 9.02.  Owner shall attempt to obtain and maintain, throughout the
Demised Term, in Owner's fire insurance policies covering the Building,
provisions to the effect that such policies shall not be invalidated should the
insured waive, in writing, prior to a loss, any or all right of recovery against
any party for loss occurring to the Building. In the event that at any time
Owner's fire insurance carriers shall exact an additional premium for the
inclusion of such or similar provisions, Owner shall give Tenant notice thereof.
In such event, if Tenant agrees, in writing, to reimburse Owner for such
additional premium for the remainder of the Demised Term, Owner shall require
the inclusion of such or similar provisions by Owner's fire insurance carriers.
As long as such or similar provisions are included in Owner's fire insurance
policies then in force, Owner hereby waives (i) any obligation on the part of
Tenant to make repairs to the Demised Premises necessitated or occasioned by
fire or other casualty that is an insured risk under such policies, and (ii) any
right of recovery against Tenant, any other permitted occupant of the Demised
Premises, and any of their servants, employees, agents or contractors, for any
loss occasioned by fire or other casualty that is an insured risk under such
policies. In the event that at any time Owner's fire insurance carriers shall
not include such or similar provisions in Owner's fire insurance policies, the
waivers set forth in the foregoing sentence shall, upon notice given by Owner to
Tenant, be deemed of no further force or effect. During any period while the
foregoing waiver of right of recovery is in effect, Owner shall look solely to
the proceeds of such policies to compensate Owner for any loss occasioned by
fire or other casualty which is an insured risk under such policies.

     Section 9.03.  Except to the extent expressly provided in Section 9.02,
nothing contained in this Lease shall relieve Tenant of any liability to Owner
or to its insurance carriers which Tenant may have under law or the provisions
of this Lease in connection with any damage to the Demised Premises or the
Building by fire or other casualty. Notwithstanding the provisions of Section
9.01, if any such damage, occurring after any date when the waivers set forth in
Section 9.02 are no longer in force and effect, is due to the fault or neglect
of Tenant, any person claiming through or under Tenant, or any of their
servants, employees, agents, contractors, visitors or licensees, then there
shall be no abatement of Fixed Rent by reason of such damage.

     Section 9.04.  Tenant acknowledges that it has been advised that Owner's
insurance policies do not cover Tenant's Personal Property or any other property
of Tenant in the Demised Premises; accordingly, it shall be Tenant's obligation
to obtain and maintain insurance covering its property in the Demised Premises
including, but not limited to, water legal liability insurance. Tenant shall
attempt to obtain and maintain, throughout the Demised Term, in Tenant's fire
and other insurance policies covering Tenant's Personal Property and other
property of Tenant in the Demised Premises, and Tenant's use and occupancy of
the Demised Premises, and/or Tenant's profits (and shall cause any other
permitted occupants of the Demised Premises to attempt to obtain and maintain,
in similar policies), provisions to the effect that such policies shall not be
invalidated should the insured waive, in writing, prior to a loss, any or all
right of recovery against any party for loss occasioned by fire or other
casualty which is an insured risk under such policies. In the event that at any
time the insurance carriers issuing such policies shall exact an additional
premium for the inclusion of such or similar provisions, Tenant shall give Owner
notice thereof. In such event, if Owner agrees, in writing, to reimburse Tenant
or any person claiming through or under Tenant, as the case may be, for such
additional premium for the remainder of the Demised Term, Tenant shall require
the inclusion of such or similar provisions by such insurance carriers. As long
as such or similar provisions are included in such insurance policies then in
force, Tenant hereby waives (and agrees to cause any other permitted occupants
of the Demised Premises to execute and deliver to Owner written instruments
waiving) any right of recovery against Owner, any lessors under any ground or
underlying leases, any other tenants or occupants of the Building, and any
servants, employees, agents or contractors of Owner or of any such lessor, or of
any such other tenants or occupants, for any loss occasioned by fire or other
casualty which is an insured risk under such policies. In the event that at any
time such insurance carriers shall not include such or

<PAGE>

                                       19

similar provisions in any such insurance policy, the waiver set forth in the
foregoing sentence (or in any written instrument executed by any other permitted
occupant of the Demised Premises) shall, upon notice given by Tenant to Owner,
be deemed of no further force or effect with respect to any insured risks under
such policy from and after the giving of such notice. During any period while
any such waiver of right of recovery is in effect, Tenant, or any other
permitted occupant of the Demised Premises, as the case may be, shall look
solely to the proceeds of such policies to compensate Tenant or such other
permitted occupant for any loss occasioned by fire or other casualty which is an
insured risk under such policies.

     Section 9.06.  Owner and Tenant shall cooperate with the other's insurance
companies in the adjustment of any claims for any damage to the Building, the
Demised Premises or any of Tenant's Personal Property.

     Section 9.07.  Owner agrees, during the Demised Term, to obtain and keep in
full force and effect insurance against loss or damage by fire or other casualty
to the Building as may be insurable under then obtainable standard forms of
"risk" insurance policies in an amount equal to not less than the amount
sufficient to avoid coinsurance or eighty (80%) percent of the replacement value
of the Building exclusive of footings and foundations, whichever is greater.


                                  ARTICLE 10

                                Eminent Domain

     Section 10.01. If the whole of the Demised Premises shall be acquired for
any public or quasi-public use or purpose, whether by condemnation or by deed in
lieu of condemnation, this Lease and the Demised Term shall end as of the date
of the vesting of title with the same effect as if said date were the Expiration
Date. If only a part of the Demised Premises shall be so acquired or condemned
then, except as otherwise provided in this Section, this Lease and the Demised
Term shall continue in force and effect but, from and after the date of the
vesting of title, the Fixed Rent shall be reduced in the proportion which the
area of the part of the Demised Premises so acquired or condemned bears to the
total area of the Demised Premises immediately prior to such acquisition or
condemnation. If only a part of the Real Property shall be so acquired or
condemned, then (i) whether or not the Demised Premises shall be affected
thereby, Owner, at Owner's option, may give to Tenant, within sixty (60) days
next following the date upon which Owner shall have received notice of vesting
of title, a five (5) days' notice of termination of this Lease, and (ii) if the
part of the Real Property so acquired or condemned shall contain more than ten
(10%) per cent of the total area of the Demised Premises immediately prior to
such acquisition or condemnation, or if, by reason of such acquisition or
condemnation, Tenant no longer has reasonable means of access to the Demised
Premises, Tenant, at Tenant's option, may give to Owner, within sixty (60) days
next following the date upon which Tenant shall have received notice of vesting
of title, a five (5) days' notice of termination of this Lease. In the event any
such five (5) days' notice of termination is given, by Owner or Tenant, this
Lease and the Demised Term shall come to an end and expire upon the expiration
of said five (5) days with the same effect as if the date of expiration of said
five (5) days were the Expiration Date. If a part of the Demised Premises shall
be so acquired or condemned and this Lease and the Demised Term shall not be
terminated pursuant to the foregoing provisions of this Section, Owner, at
Owner's expense, shall restore that part of the Demised Premises not so acquired
or condemned to a self-contained rental unit. In the event of any termination of
this Lease and the Demised Term pursuant to the provisions of this Section, the
Fixed Rent shall be apportioned as of the date of such termination and any
prepaid portion of Fixed Rent for any period after such date shall be refunded
by Owner to Tenant.

     Section 10.02. In the event of any such acquisition or condemnation of all
or any part of the Real Property, Owner shall be entitled to receive the entire
award for any such acquisition or condemnation, Tenant shall have no claim
against Owner or the condemning authority for the value of any unexpired portion
of the Demised Term and Tenant hereby expressly assigns to Owner all of its
right in and to any such award. Nothing contained in this Section shall be
deemed to prevent Tenant from making a claim in any condemnation proceedings for
the value of any items of Tenant's Personal Property which are compensable, in
law, as trade fixtures, or provided that such claim is authorized by law and
will not in any way diminish the award to which Owner would be entitled if no
claim were made for Tenant's moving expenses.
<PAGE>

                                       20

                                  ARTICLE 11

                           Assignment and Subletting

     Section 11.01. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, covenants that,
without the prior consent of Owner in each instance, it shall not (i) assign
whether by merger, consolidation or otherwise (except as otherwise herein
specifically provided) mortgage or encumber its interest in this Lease, in whole
or in part, or (ii) sublet, or permit the subletting of, the Demised Premises or
any part thereof, or (iii) permit the Demised Premises or any part thereof to be
occupied, or used for desk space, mailing privileges or otherwise, by any person
other than Tenant. The sale, pledge, transfer or other alienation of (a) any of
the issued and outstanding capital stock of any corporate Tenant (unless such
stock is publicly traded on a recognized security exchange or over-the-counter
market) if at the time of any such sale, pledge, transfer or other alienation
of any  such stock, the only major asset of Tenant shall be its interest in this
Lease, or (b) any interest in any partnership or joint venture Tenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed for the purposes of this Section as an
assignment of this Lease which shall require the prior consent of Owner in each
instance.

     Section 11.02. If Tenant's interest in this Lease is assigned, whether or
not in violation of the provisions of this Article, Owner may collect rent from
the assignee; if the Demised Premises or any part thereof are sublet to, or
occupied by, or used by, any person other than Tenant, whether or not in
violation of this Article, Owner, after default by Tenant under this Lease, may
collect rent from the subtenant, user or occupant. In either case, Owner shall
apply the net amount collected to the rents reserved in this Lease, but neither
any such assignment, subletting, occupancy, or use, whether with or without
Owner's prior consent, nor any such collection or application, shall be deemed a
waiver of any term, covenant or condition of this Lease or the acceptance by
Owner of such assignee, subtenant, occupant or user as tenant. The consent by
Owner to any assignment, subletting, occupancy or use shall not relieve Tenant
from its obligation to obtain the express prior consent of Owner to any further
assignment, subletting, occupancy or use. The listing of any name other than
that of Tenant on any door of the Demised Premises or on any directory or in 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 in the Demised Premises or the
Building, or be deemed to constitute, or serve as a substitute for, any prior
consent of Owner required under this Article, and it is understood that any such
listing shall constitute a privilege extended by Owner which shall be revocable
at Owner's will by notice to Tenant. Tenant agrees to pay to Owner reasonable
counsel fees incurred by Owner in connection with any proposed assignment of
Tenant's interest in this Lease or any proposed subletting of the Demised
Premises or any part thereof. Neither any assignment of Tenant's interest in
this Lease nor any subletting, occupancy or use of the Demised Premises or any
part thereof by any person other than Tenant, nor any collection of rent by
Owner from any person other than Tenant as provided in this Section, nor any
application of any such rent as provided in this Section shall, in any
circumstances, relieve Tenant of its obligation fully to observe and perform the
terms, covenants and conditions of this Lease on Tenant's part to be observed
and performed.

     Section 11.03. A. As long as Tenant is not in default under any of the
terms, covenants or conditions of this Lease on Tenant's part to be observed or
performed beyond any applicable grace period, Tenant shall have the right to
give notice to Owner (referred to as a "Tenant's Section 11.03 Sublet Notice")
of Tenant's intention to sublet all or any part of the Demised Premises (the
space which Tenant intends to sublet is referred to in this Section as the
"Section 11.03 Sublet Space"), which notice shall set forth the proposed
commencement and expiration dates of the term of such intended subletting (and,
if the Section 11.03 Sublet Space, or any portion thereof, shall constitute less
than an entire floor, such notice shall be accompanied by a floor plan
delineating such Section 11.03 Sublet Space or portion thereof). The Section
11.03 Sublet Space covered by any one (1) or more Tenant's Section 11.03 Sublet
Notice given in any consecutive twelve (12) month period shall not be comprised
of or aggregate more than three (3) entire floors of the Demised Premises unless
such Section 11.03 Sublet Space shall be comprised of contiguous floors.

     B.   Within a period of one hundred eighty (180) days after the giving of
Tenant's Section 11.03 Sublet Notice, if the Section 11.03 Sublet Space shall
contain all or substantially all of the Demised Premises, Owner, at Owner's
option, may give to Tenant, a notice terminating this Lease on the date
(referred to as the "Earlier Termination Date") immediately prior to the
proposed commencement date set forth in Tenant's Section 11.03 Sublet Notice,
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                                       21

and, in the event such notice is given, this Lease and the Demised Term shall
come to an end and expire on the Earlier Termination Date with the same effect
as if it were the Expiration Date, the Fixed Rent shall be apportioned as of the
Earlier Termination Date and any prepaid portion of Fixed Rent for any period
after such date shall be refunded by Owner to Tenant. Within a period of either
(1) thirty (30) days after the giving of Tenant's Section 11.03 Sublet Notice if
the Section 11.03 Sublet Space shall contain not more than one (1) entire floor
of the Demised Premises, or (2) ninety (90) days after the giving of Tenant's
Section 11.03 Sublet Notice if the Section 11.03 Sublet Space shall contain more
than one (1) floor up to and including the lesser of (a) 99,999 rentable square
feet or (b) seventy four and 99/100 (74.99%) percent of the space then leased to
Tenant under this Lease, or (3) one hundred eighty (180) days after the giving
of Tenant's Section 11.03 Sublet Notice, if the Section 11.03 Sublet Space shall
contain more than the lesser of (aa) 100,000 rentable square feet or (bb)
seventy five (75%) percent of the space then leased to Tenant under this Lease,
as the case may be, Owner, at Owner's option, may give to Tenant a notice
(referred to as a "Section 11.03 Elimination Notice") electing to eliminate the
Section 11.03 Sublet Space (after the giving of such notice, such Space is
referred to as the "Eliminated Space") from the Demised Premises during the
period (referred to as the "Elimination Period") commencing on the date fixed by
Owner in such Section 11.03 Elimination Notice (referred to as the "Elimination
Date") which date may be any date between the date which is one (1) month prior
to and the date which is three (3) months subsequent to the proposed
commencement date set forth in Tenant's Section 11.03 Sublet Notice, both
inclusive, which date shall, in any event, not be earlier than the date next
following the expiration of the applicable thirty (30) day, ninety (90) day or
one hundred eighty (180) day period set forth in subdivisions (l), (2) and (3)
above, and ending on the date fixed by Landlord in such Section 11.03
Elimination Notice, which date may be any date between the date which is three
(3) months prior to and the date which is three (3) months subsequent to the
proposed expiration date set forth in Tenant's Section 11.03 Sublet Notice, both
inclusive. In the event any Section 11.03 Elimination Notice shall be given, the
provisions of Section 11.04 shall apply to the Eliminated Space.

     C.   If, at the expiration of the applicable thirty (30) day, ninety (90)
day or one-hundred eighty (180) day period set forth in subsection B of this
Section 11.03, (1) Owner shall not have given a notice terminating this Lease or
a Section 11.03 Elimination Notice, and (2) Tenant is not in default under any
of the terms, covenants or conditions of this Lease on Tenant's part to be
observed or performed beyond any applicable grace period for the curing of any
such default, Owner agrees thereafter not unreasonably to withhold its prior
consent to a subletting by Tenant of the Section 11.03 Sublet Space. Without
Owner's prior consent, Tenant shall not (x) negotiate or enter into a proposed
subletting with any tenant, subtenant or occupant of any space in the Building
(other than any then subtenant of Tenant) if at such time there is vacant space
or space available for leasing in the Building unless such vacant space or space
available for leasing contains substantially fewer rentable square feet than
contained in the proposed sublet space or (xx) list or otherwise publicly
advertise the Demised Premises or any part thereof for subletting at a rental
lower than the higher of (i) the rental then in effect, under this Lease, or
(ii) the rental at which Owner is then offering to rent comparable space in the
Building. Any such subletting shall be (a) for substantially the same term set
forth in Tenant's Section 11.03 Sublet Notice, (b) for undivided occupancy by
the subtenant of that part of the Demised Premises affected thereby, and (c) for
the use permitted in this Lease, and at no time shall there be more than four
(4) occupants, including Tenant, on any one (1) floor. At least thirty (30) days
prior to any such proposed subletting, Tenant shall submit to Owner a statement
containing the name and address of the proposed subtenant and all of the
principal terms and conditions of the proposed subletting including, but not
limited to, the proposed commencement and expiration dates of the term thereof,
and unless the Section 11.03 Sublet Space shall constitute an entire floor or
floors, such statement shall be accompanied by a floor plan delineating the
proposed sublet area. Owner may, however, withhold such consent if, the Owner's
reasonable judgment, (i) the occupancy of the proposed subtenant will tend to
impair the character or dignity of the Building or impose any additional
material burden upon Owner in the operation of the Building, or (ii) Owner shall
have any other reasonable objection to the proposed subletting. In the event of
any dispute between Owner and Tenant as to the reasonableness of Owner's refusal
to consent to any such proposed subletting. such dispute shall be determined by
arbitration in accordance with the provisions of Article 36.

     D.   The covenant of Owner contained in subsection C of this Section 11.03
not unreasonably to withhold its consent to a proposed subletting by Tenant of
the Section 11.03 Sublet Space shall apply only for a period of (a) one hundred
eighty (180) days next following the expiration of the thirty (30) day period,
(b) one hundred eighty (180) days next following the expiration of the ninety
(90) day period, or (c) one (1) year next following the expiration of the one
hundred eighty (180) day period, set forth in subsection B of this Section
11.03 and shall not
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                                       22

apply after the expiration of such one-hundred eighty (180) day or one (l) year
period, as the case may be, subject, however, to Tenant's right to give to Owner
another Tenant's Section 11.03 Sublet Notice pursuant to the provisions of
subsection A of this Section 11.03, provided, however, that in the event Tenant
gives to Owner another Tenant's Section 11.03 Sublet Notice, for the same
Section 11.03 Sublet Space, pursuant to the provisions of subsection A of this
Section 11.03 immediately following the expiration of such one-hundred eighty
(180) day or one (1) year period, as the case may be, the time periods set forth
in subsection B of this Section 11.03 for Owner to give a notice terminating
this Lease or a Section 11.03 Elimination Notice shall be deemed reduced to
thirty (30) day s.

     Section 11.04.  A. In the event any Section 11.03 Elimination Notice shall
be given by Owner (i) the Eliminated Space shall be eliminated from the Demised
Premises during the Elimination Period; (ii) Tenant shall surrender the
Eliminated Space to Owner on or prior to the Elimination Date in the same manner
as if said Date were the Expiration Date; (iii) if the Eliminated Space shall
constitute less than an entire floor, (a) Owner, at Owner's expense, shall have
the right to make any alterations and installations in the Demised Premises
required, in Owner's judgment, reasonably exercised, to make the Eliminated
Space a self-contained rental unit with access through corridors to the
elevators and core toilets serving the Eliminated Space, and if the Demised
Premises shall contain any core toilets or any corridors (including any
corridors proposed to be constructed by Owner pursuant to this subdivision
[iii]), providing access from the Eliminated Space to the core area, (b) Owner
and any tenant or other occupant of the Eliminated Space shall have the right to
use such toilets and corridors in common with Tenant and any other permitted
occupants of the Demised Premises, and the right to install signs and
directional indicators reasonably satisfactory to Tenant in or about such
corridors indicating the name and location of such tenant or other occupant;
(iv) during the Elimination Period, the Fixed Rent and Tenant's Proportionate
Share (as defined in Article 23), shall each be reduced in the proportion which
the area of the Eliminated Space bears to the total area of the Demised Premises
immediately prior to the Elimination Date (including an equitable portion of the
area of any corridors referred to in subdivision (iii) of this sentence as part
of the area of the Eliminated Space for the purpose of computing such
reduction), and any prepaid portion of Fixed Rent for any period after the
Elimination Date allocable to the Eliminated Space shall be refunded by Owner to
Tenant and in the event that the Eliminated Space shall be the entire Demised
Premises, during the Elimination Period, Tenant shall have no rights with
respect to the Demised Premises nor any obligations with respect to the Demised
Premises, including, but not limited to, any obligations to pay Fixed Rent or
any increases therein or any additional rent, (v) there shall be an equitable
apportionment of any increase in the Fixed Rent pursuant to Articie 23 for the
Operating Year and Tax Year (as defined in Article 23) in which said
Elimination Date shall occur; (vi) if the Elimination Period shall end prior to
the Expiration Date, the Eliminated Space, in its then existing condition, shall
be deemed restored to and once again a part of the Demised Premises during the
period (referred to as the "Restoration Period") commencing on the date next
following the expiration of the Elimination Period and ending on the Expiration
Date, except in the event that Owner is unable to give Tenant possession of the
Eliminated Space at the expiration of the Elimination Period by reason of the
holding over or retention of possession of any tenant or other occupant, in
which event (x) the Restoration Period shall not commence, and the Eliminated
Space shall not be deemed restored to or a part of the Demised Premises, until
the date upon which Owner shall give Tenant possession of such Space free of
occupancies, (y) neither the Expiration Date nor the validity of this Lease
shall be affected, and (z) Tenant waives any rights under Section 223-a of the
Real Property Law of New York, or any successor statute of similar import, to
rescind this Lease and further waives the right to recover any damages from
Owner which may result from the failure of Owner to deliver possession of the
Eliminated Space at the end of the Elimination Period; (vii) during the
Restoration Period, if any, the Fixed Rent and Tenant's Proportionate Share,
shall each be increased in the proportion which the area of the Eliminated Space
bears to the total area of the Demised Premises immediateiy prior to the
commencement of the Restoration Period (including an equitable portion of the
area of any corridors referred to in subdivision (iii) of this sentence as a
part of the area of the Eliminated Space for the purpose of computing such
increase) and in the event that the Eliminated Space shall be the entire Demised
Premises, during the Restoration Period, the Demised Premises, in its then
existing condition, shall be deemed restored to Tenant and Tenant shall have all
rights with respect to the Demised Premises which are set forth in this Lease
and all obligations with respect to the Demised Premises which are set forth in
this Lease, including, but not limited to, the obligations for the payment of
Fixed Rent and any increases therein and any additional rent (as they would have
been adjusted if the payment of Fixed Rent and any increases therein and any
additional rent (as they would have been adjusted if Tenant occupied the Demised
Premises during the Elimination Period); and (viii) there shall be an equitable
<PAGE>

                                       23

apportionment of any increase in the Fixed Rent pursuant to Article 23 for the
Escalation Year and Tax Escalation Year in which the Restoration Period, if any,
shall commence; however, notwithstanding the foregoing, Owner and Tenant
acknowledge the possibility that all or any of the tenants or cccupants of the
Eliminated Space may not have vacated and surrendered all or any portions of the
Eliminated Space to Owner by the commencement of the Restoration Period;
accordingly, notwithstanding anything to the contrary contained in the foregoing
provisions of this Section, (1) the Restoration Period applicable to the
Eliminated Space shall commence on the commencement of the Restoration Period
with respect to those portions, if any, of the Eliminated Space which are vacant
on the commencement of the Restoration Period and with respect to those
portions, if any, of the Eliminated Space which are not vacant on the
commencement of the Restoration Period on the respective later date or dates
upon which such portions of the Eliminated Space become vacant and Owner gives
notice to Tenant of such vacancy and the Expiration Date shall not be affected
thereby, the increases in the Fixed Rent and Tenant's Proportionate Share shall
be equitably adjusted to reflect the fact that all or any portions of the
Eliminated Space have not been restored to Tenant on the commencement of the
Restoration Period but are restored to Tenant and included back in the Demised
Premises on a date or dates after the commencement of the Restoration Period and
(2) except as set forth in this sentence, neither the validity of this Lease nor
the obligations of Tenant under this Lease shall be affected thereby and (3)
Tenant waives any right to rescind this Lease and to recover any damages from
Owner which may result from the failure of Owner to deliver possession of all or
any portions of the Eliminated Space on the commencement of the Restoration
Period and Owner shall institute, within twenty (20) days after the commencement
of the Restoration Period, possession proceedings against any tenants and
occupants who have not so vacated and surrendered all or any portions of the
Eliminated Space, and shall prosecute such proceedings with reasonable
diligence. Upon the commencement date of the Restoration Period Owner agrees to
make any repairs required to be made by Owner pursuant to the provisions of
subdivision (ii) of Section 5.02.

     B.   At the request of Owner, Tenant shall execute and deliver an
instrument or instruments, in form reasonably satisfactory to Owner, setting
forth any modifications to this Lease contemplated in or resulting from the
operation of the provisions of this Section and Section 11.03; however, neither
Owner's failure to request any such instrument nor Tenant's failure to execute
or deliver any such instrument shall vitiate the effect of the provisions of
this Section and Section 11.03. The failure by Owner to exercise its option
under Section 11.03 with respect to any subletting shall not be deemed a waiver
of such option with respect to any extension of such subletting or any
subsequent subletting of the premises affected thereby or any other portion of
the Demised Premises.

     C.   Owner and Tenant agree that it is the intention of the parties that
(x) one-half (1/2) of any increase in the rental value of the Demised Premises
over and above the Fixed Rent payable pursuant to the provisions of this Lease,
as such Fixed Rent may be increased from time to time pursuant to the provisions
of this Lease, and (y) one-half (1/2) of any consideration paid to Tenant or any
subtenant or other person claiming through or under Tenant in connection with an
assignment of the Tenant's interest in this Lease or the interest of any
subtenant or other person claiming through or under Tenant under any sublease
whether or not such assignment shall be effected with court approval in a
proceeding of the types described in subsection 16.01(c) or (d), or in any
similar proceeding, or otherwise, except pursuant to Sections 11.06 and 11.07,
shall accrue to the benefit of Owner and not to the benefit of Tenant, or of any
subtenant or other person claiming through or under Tenant, or of the creditors
of Tenant or of any such subtenant or other person claiming through or under
Tenant. Accordingly, it is agreed that if Owner shall fail to exercise its
option to sooner terminate this Lease in connection with any proposed subletting
by Tenant of all or substantially all of the Demised Premises, or its option to
eliminate all or any portion thereof in connection with any proposed subletting
by Tenant of all or any portion of the Demised Premises, or if any subtenant or
other person claiming through or under Tenant shall sublet all or any portion of
the Demised Premises, Tenant shall pay to Owner a sum equal to one-half (1/2)
of any Subletting Profit, as such term is hereinafter defined. All rentals and
other sums paid by any subtenant to Tenant or to any subtenant or other person
claiming through or under Tenant in connection with (i) any subletting of the
entire Demised Premises in excess of the Fixed Rent then payable by Tenant to
Owner under this Lease, or (ii) any subletting of a portion of the Demised
Premises in excess of that proportion of the Fixed Rent payable by Tenant to
Owner under this Lease which the area of the portion of the Demised Premises so
sublet bears to the total area of the Demised Premises, are referred to, in the
aggregate as "Subletting Profit"; in computing any Subletting Profit with
respect to any period of time shall be deducted an amount applicable to such
period for amortization, on a
<PAGE>

                                      24

straight line basis for the term of the sublease in question, of (i) brokerage
commissions, if any such commission shall be paid by Tenant or any such
subtenant or other person claiming through or under Tenant in connection with
such subletting, (ii) attorney's fees paid by Tenant or any such subtenant or
other person claiming through or under Tenant in connection with such
subletting, (iii) advertising expenses paid by Tenant or any such subtenant or
other person claiming through or under Tenant in connection with such
subletting, (iv) rent abatements granted by Tenant to such subtenant, (v)
allowances for alterations to the premises affected by such sublease referred to
as the "Sublet Space") granted by Tenant to such subtenant, (vi) costs paid by
Tenant or any such subtenant or other person claiming through or under Tenant in
making alterations in the Sublet Space; (vii) Fixed Rent paid by Tenant
applicable to the Sublet Space during the period (referred to as the "Deduction
Period") commencing on the date next following the date on which Tenant has
listed the Sublet Space with real estate brokers, advertised or otherwise
actively marketed the Sublet Space and ending on the commencement date of such
sublease, provided, however, that the Sublet Space shall be vacant at all times
during such Deduction Period and the Fixed Rent applicable to the Sublet Space
for the first sixty (60) days that the Sublet Space shall be vacant shall not be
deducted in determining any Sublet Profit, and (viii) an annual charge for
interest upon the unamortized or undepreciated portions of the foregoing items
referred to in subdivisions (i) through (vii) at the average prime rate during
the year in question. Owner and Tenant agree that if Tenant, or any subtenant or
other person claiming through or under Tenant, shall assign or have assigned its
interest as Tenant under this Lease or its interest as subtenant under any
sublease, as the case may be, whether or not such assignment shall be effected
with court approval in a proceeding of the types described in subsections 16.01
(c) or (d), or in any similar proceeding, or otherwise, except pursuant to
Sections 11.06 or 11.07, Tenant shall pay to Owner a sum equal to one-half (1/2)
of any consideration paid to Tenant or any subtenant or other person claiming
through or under Tenant for such assignment after taking into account any of the
expenses referred to in subdivisions (i), (ii), (iii), (iv), (vi), (vii) and
(viii) above applicable to an assignment. All sums payable hereunder by Tenant
shall be paid to Owner as additional rent immediately upon such sums becoming
payable to Tenant or to any subtenant or other person claiming through or under
Tenant and, if requested by Owner, Tenant shall promptly enter into a written
agreement with Owner setting forth the amount of such sums to be paid to Owner;
however, neither Owner's failure to request the execution of such agreement nor
Tenant's failure to execute such agreement shall vitiate the provisions of this
subsection C. In the event that any subtenant or assignee fails to pay any such
consideration to Tenant, Tenant shall have no obligation to pay such sums to
Owner and Tenant's failure to pay any such sums shall not constitute an Event of
Default under this Lease. Notwithstanding the provisions of the foregoing
sentence, Tenant shall promptly commence and diligently prosecute legal
proceedings against such subtenant or assignee to collect such consideration and
promptly after collection of such consideration shall pay same to Owner in
accordance with the provisions of this subdivision C after deducting reasonable
costs and expenses of collection, including but not limited to attorney's fees,
and failure to commence and diligently prosecute such legal proceedings, or
promptly pay such consideration to Owner after collection shall constitute an
Event of Default under this Lease. Notwithstanding the foregoing provisions of
this subsection C to the contrary, in the event Tenant moves, or plans to move,
its major headquarter offices out of the City of New York, then, the words "one-
half (1/2)" wherever appearing in the foregoing provisions of this subsection C
shall be deemed deleted therefrom and the words "one-hundred (lOO%) percent"
substituted in lieu thereof effective as of the date of such move or plan to
move. For the purposes of this subsection C, a trustee, receiver or other
representative of the Tenant's or any subtenant's estate under any federal or
state bankruptcy act shall be deemed a person claiming through or under Tenant.
Neither Owner's consent to any subletting nor anything contained in this Section
and Section 11.03 shall be deemed to grant to any subtenant or other person
claiming through or under Tenant the right to sublet all or any portion of the
Demised Premises or to permit the occupancy of all or any portion of the Demised
Premises by others. Neither any subtenant referred to in this Section and
Section 11.03 nor its heirs, distributees, executors, administrators, legal
representatives, successors nor assigns, without the prior consent of Owner in
each instance, shall (i) assign, whether by merger, consolidation or otherwise,
mortgage or encumber its interest in any sublease, in whole or in part, or (ii)
sublet, or permit the subletting of, that part of the Demised Premises affected
by such subletting or any part thereof, or (iii) permit such part of the Demised
Premises affected by such subletting or any part thereof to be occupied or used
for desk space, mailing privileges or otherwise, by any person other than such
subtenant and any sublease shall provide that any violation of the foregoing
provisions of this sentence shall be an event of default thereunder. The sale,
pledge, transfer or other alienation of (a) the issued and outstanding capital
stock of any corporate subtenant (unless such stock is publicly traded on any
recognized security exchange or over-the-counter market) or (b) any interest in
any partnership or joint venture subtenant,

<PAGE>

                                      25

however accomplished, and whether in a single transaction or in a series of
related or unrelated transactions, shall be deemed for the purposes of this
Article as an assignment of such sublease which shall require the prior consent
of Owner in each instance and any sublease shall so provide.

     Section 11.05. In the event that, at any time after Tenant may have
assigned Tenant's interest in this Lease, this Lease shall be disaffirmed or
rejected in any proceeding of the types described in subsections 16.01(c) and
(d), or in any similar proceeding, or in the event of termination of this Lease
by reason of any such proceeding or by reason of lapse of time following notice
of termination given pursuant to Section 16.01 based upon any of the Events of
Default set forth in said subsections, Tenant, upon request of Owner given
within thirty (30) days next following any such disaffirmance, rejection or
termination (and actual notice thereof to Owner in the event of a disaffirmance
or rejection or in the event of termination other than by act of Owner), shall
(i) pay to Owner all Fixed Rent, additional rent and other charges due and owing
by the assignee to Owner under this Lease to and including the date of such
disaffirmance, rejection or termination, and (ii) as "tenant", enter into a new
lease with Owner of the Demised Premises for a term commencing on the effective
date of such disaffirmance, rejection or termination and ending on the
Expiration Date unless sooner terminated as in such lease provided, at the same
Fixed Rent and then executory terms, covenants and conditions as are contained
in this Lease, except that (a) Tenant's rights under the new lease shall be
subject to the possessory rights of the assignee under this Lease and the
possessory rights of any person claiming through or under such assignee or by
virtue of any statute or of any order of any court, and (b) such new lease shall
require all defaults existing under this Lease to be cured by Tenant with due
diligence, and (c) such new lease shall require Tenant to pay all increases in
the Fixed Rent reserved in this Lease which, had this Lease not been so
disaffirmed, rejected or terminated, would have accrued under the provisions
of Article 23 of this Lease after the date of such disaffirmance, rejection or
termination with respect to any period prior thereto. In the event Tenant shall
default in its obligation to enter into said new lease for a period of ten (10)
days next following Owner's request therefor, then, in addition to all other
rights and remedies by reason of such default, either at law or in equity, Owner
shall have the same rights and remedies against Tenant as if Tenant had entered
into such new lease and such new lease had thereafter been terminated as at the
commencement date thereof by reason of Tenant's default thereunder. Nothing
contained in this Section shall be deemed to grant to Tenant any right to assign
Tenant's interest in this Lease.

     Section 11.06. If Tenant is a corporation, Tenant shall have the
privilege, without the consent of Owner to assign its interest in this Lease to
any corporation which is a successor to Tenant either by merger or consolidation
or purchase of all or substantially all of the assets, business and goodwill
of Tenant, provided that such successor shall continue to operate in the Demised
Premises the business conducted by Tenant in the Demised Premises on or about
the Commencement Date. However, no such assignment shall be valid unless,
within ten (10) days after the execution thereof, Tenant shall deliver to
Owner (i) a duplicate original instrument of assignment in form and substance
satisfactory to Owner, duly executed by Tenant, and (ii) an instrument in form
and substance satisfactory to Owner, duly executed by the assignee, in which
such assignee shall assume observance and performance of, and agree to be
personally bound by, all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed.

     Section 11.07. A. As long as Tenant is not in default under any of the
terms, convenants or conditions of this Lease on Tenant's part to be observed
and performed beyond any applicable grace period for the curing of any such
default, Tenant shall have the right, without the prior consent of Owner, to
assign its interest in this Lease, for the use permitted in this Lease, to any
subsidiary or affiliate of Tenant named herein, which is in the same general
line of business as Tenant named herein and only for such period as it shall
remain such subsidiary or affiliate. For the purposes of this Article: (a) a
"subsidiary" of Tenant named herein shall mean any corporation not less than
fifty-one (51%) percent of whose outstanding voting stock at the time shall be
owned by Tenant named herein, and (b) an "affiliate" of Tenant named herein
shall mean any corporation, partnership or other business entity which controls
or is controlled by, or is under common control with Tenant named herein. For
the purpose of the definition of "affiliate" the word "control" (including
"controlled by" and "under common control with") as used with respect to any
corporation, partnership or other business entity, shall mean the possession of
the power to direct or cause the direction of the management and policies of
such corporation, partnership or other business entity, whether through the
ownership of voting securities or contract. No such assignment shall be valid or
effective unless, within ten (10) days after the execution thereof, Tenant shall
deliver to Landlord (I) a duplicate original instrument of assignment, in form
and substance reasonably satisfactory to Owner, duly
<PAGE>

                                      26

executed by Tenant, in which Tenant shall (a) waive all notices of default given
to the assignee, and all other notices of every kind or description now or
hereafter provided in this Lease, by statute or rule of law, and (b) acknowledge
that Tenant's obligations with respect to this Lease shall not be discharged,
released or impaired by (i) such assignment, (ii) any amendment or modification
of this Lease, whether or not the obligations of Tenant are increased thereby,
(iii) any further assignment or transfer of Tenant's interest in this Lease,
(iv) any exercise, non-exercise or waiver by Landlord of any right, remedy,
power or privilege under or with respect to this Lease, (v) any waiver, consent,
extension, indulgence or other act or omission with respect to any other
obligations of Tenant under this Lease, (vi) any act or thing which, but for the
provisions of such assignment, might be deemed a legal or equitable discharge of
a surety or assignor, to all of which Tenant shall consent in advance, and (c)
expressly waive and surrender any then existing defense to its liability
hereunder it being the purpose and intent of Owner and Tenant that the
obligations of Tenant hereunder as assignor shall be absolute and unconditional
under any and all circumstances, and (II) an instrument, in form and substance
reasonably satisfactory to Owner, duly executed by the assignee, in which such
assignee shall assume the observance and performance of, and agrees to be
personally bound by, all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed.

     B. As long as Tenant is not in default under any of the terms, covenants or
conditions of this Lease on Tenant's part to be observed and performed beyond
any applicable grace period for the curing of any such default, Tenant shall
have the right without the prior consent of Owner, to sublet to, or permit the
use or occupancy of, all or any part of the Demised Premises by any subsidiary
or affiliate (as said terms are defined in Section 11.07.A) of Tenant named
herein for the use permitted in this Lease provided that such subsidiary or
affiliate is in the same general line of business as the Tenant named herein and
only for such period as it shall remain such subsidiary or affiliate and in the
same general line of business as the Tenant named herein. However, no such
subletting shall be valid unless, prior to the execution thereof, Tenant shall
give notice to Owner of the proposed subletting, and within ten (10) days after
the execution thereof, Tenant shall deliver to Owner an agreement, in form and
substance reasonably satisfactory to Owner, duly executed by Tenant and said
subtenant, in which said subtenant shall assume performance of and agree to be
personally bound by, all of the terms, covenants and conditions of this Lease
which are applicable to said subtenant and such subletting. Tenant shall give
prompt notice to Owner of any such use or occupancy, and such use or occupancy
shall be subject and subordinate to all of the terms, covenants and conditions
of this Lease. No such use or occupancy shall operate to vest in the user or
occupant any right or interest in this Lease or the Demised Premises. For the
purpose of determining the number of subtenants or occupants in the Demised
Premises, the occupancy of any such permitted subsidiary or affiliate of Tenant
shall be deemed the occupancy of Tenant and such subsidiary or affiliate shall
not be counted as a subtenant or occupant for the purposes of subsection C of
Section 11.03, and the provisions of subsection B of Section 11.03 relating to
Owner's option to eliminate portions of the Demised Premises and the provisions
of subsection C of Section 11.04 relating to Subletting Profit shall not be
applicable to any proposed subletting to any such subsidiary or affiliate of
Tenant pursuant to the provisions of this Section.


                                  ARTICLE 12

                         Owner's Initial Construction

     Section 12.01. Owner agrees to perform work and make installations in the
Demised Premises (a) as set forth in Paragraph I of Schedule A and (b) as
designated on Tenant's Plan referred to in Schedule A. Such work and
installations are referred to as "Owner's Initial Construction". All of the
terms, covenants and conditions of Schedule A are incorporated in this Lease by
reference and shall be deemed a part of this Lease as though fully set forth in
the body of this Lease.

                                  ARTICLE 13

                 Access To Demised Premises; Name of Building

     Section 13.01. Owner and its agents shall have the following rights in and
about the Demised Premises: (i) to enter the Demised Premises at all times to
examine the Demised Premises or for any of the purposes set forth in this
Article or for the purpose of performing any obligation of Owner under this
Lease or exercising any right or
<PAGE>

                                      27

remedy reserved to Owner in this Lease, and if Tenant, its officers, partners,
agents or employees shall not be personally present or shall not open and permit
an entry into the Demised Premises at any time when such entry shall be
necessary, to use a master key or to forceably enter the Demised Premises; (ii)
to erect, install, use and maintain pipes, ducts and conduits in and through the
Demised Premises; (iii) to exhibit the Demised Premises to others; (iv) to make
such repairs, alterations, improvements or additions, or to perform such
maintenance, including, but not limited to, the maintenance of all heating, air
conditioning, elevator, plumbing, electrical and other mechanical facilities, as
Owner may deem necessary or desirable; (v) to take all materials into and upon
the Demised Premises that may be required in connection with any such
decorations, repairs, alterations, improvements, additions or maintenance; and
(vi) to alter, renovate and decorate the Demised Premises at any time during the
Demised Term if Tenant shall have removed all or substantially all of Tenant's
property from the Demised Premises. The lessors under any ground or underlying
lease and the holders of any mortgages affecting any such ground or underlying
leases or the Building or the Real Property shall have the right to enter the
Demised Premises from time to time through their respective employees, agents,
representatives and architects to inspect the same or to cure any default of
Owner or Tenant relating thereto. Owner shall have the right, from time to time,
to change the number or designation by which the Building is commonly known.
Owner will name the Building the "D'Arcy Masius Benton & Bowles" or "DMB&B"
Building and will place appropriate plaques on the exterior of the Building to
indicate such name employing Tenant's existing logotype. The size, type and
location of such plaque shall be in Owner's sole discretion, provided, however,
Owner agrees that such a plaque shall be located near any main entrance to the
Building lobby. Notwithstanding the foregoing, in the event D'Arcy Masius Benton
& Bowles, Inc., a subsidiary or affiliate pursuant to Section 11.07 or successor
corporation pursuant to Section 11.06. in contradistinction to subtenants or
other occupants, no longer occupies at least 250,000 rentable square feet of the
Building or the number of rentable square feet contained in the floors
originally to be leased by Tenant pursuant to the provisions of Section 1.01, as
the same may be adjusted pursuant to the provisions of Article 37, Owner shall
have the right to revoke such naming of the Building, remove any such plaque and
name the Building after any other tenant. During such time as the Building is
named after Tenant, Owner agrees that it will not permit any other tenant to
maintain a sign in the lobby of the Building if a reasonable man could interpret
such sign to mean that any such other tenant has a greater presence in the
Building than Tenant's presence in the Building. In the event Owner wishes to
rename the Building in accordance with the provisions of this Section 13.01,
Owner agrees that provided Tenant, in contradistinction to subtenants or other
occupants, at the time of such renaming, occupies at least 100,000 rentable
square feet of the Building, Owner shall not name the Building after (i) any
other tenant of the Building which occupies fewer rentable square feet than the
rentable square feet then occupied by Tenant, in contradistinction to subtenants
or other occupants, or (ii) any advertising agency.

     Section 13.02. All parts (except surfaces facing the interior of the
Demised Premises) of all walls, windows and doors bounding the Demised Premises
(including exterior Building walls, core corridor walls, doors and entrances),
all balconies, terraces and roofs adjacent to the Demised Premises, all space in
or adjacent to the Demised Premises used for shafts, stacks, stairways, chutes,
pipes, conduits, ducts, fan rooms, heating, air conditioning, plumbing.
electrical, telecommunication and other mechanical facilities, closets, service
closets and other Building facilities, and the use thereof, as well as access
thereto through the Demised Premises for the purposes of operation, maintenance,
alteration and repair, are hereby reserved to Owner. Owner also reserves the
right at any time to change the arrangement or location of entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets and other
public parts of the Building, provided any such change does not permanently and
unreasonably obstruct Tenant's access to the Demised Premises. Nothing contained
in this Article shall impose any obligation upon Owner with respect to the
operation, maintenance, alteration or repair of the Demised Premises or the
Building.

     Section 13.03. Owner and its agents shall have the right to permit access
to the Demised Premises, whether or not Tenant shall be present, to any
receiver, trustee, assignee for the benefit of creditors, sheriff, marshal or
court officer entitled to, or reasonably purporting to be entitled to, such
access for the purpose of taking possession of, or removing, any property of
Tenant or any other occupant of the Demised Premises, or for any other lawful
purpose, or by any representative of the fire, police, building, sanitation or
other department of the City, State or Federal Governments. Neither anything
contained in this Section, nor any action taken by Owner under this Section,
shall be deemed to constitute recognition by Owner that any person other
than Tenant has any right or interest in this Lease or the Demised Premises.
<PAGE>

                                      28

     Section 13.04.  The exercise by Owner or its agents or by the lessor under
any ground or underlying lease or the holder of any mortgage affecting the
Building or the Real Property of any right reserved in this Article shall not
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner, or its agents,
or upon any lessor under any ground or underlying lease or upon the holder of
any such mortgage, by reason of inconvenience or annoyance to Tenant, or injury
to or interruption of Tenant's business, or otherwise. Notwithstanding the
foregoing provisions of this Section, if the exercise of any right reserved in
this Article results in all or any part of the Demised Premises being rendered
untenantable and Owner receives insurance proceeds under its rent insurance
policy in connection therewith, then the Fixed Rent shall abate in an amount
equal to the insurance proceeds collected by Owner, as aforesaid.

     Section 13.05.  Supplementing the provisions of Sections 13.01 and 13.02,
Owner agrees that except in cases of emergency, any entry upon the Demised
Premises pursuant to the provisions of said Sections shall be made at reasonable
times, and only after reasonable advance notice (which may be mailed, delivered
or left at the Demised Premises, notwithstanding any contrary provisions of
Article 27), and any work performed or installations made pursuant to said
Sections shall be made with reasonable diligence and any such entry, work or
installations shall be made in a manner designed to minimize interference with
Tenant's normal business operations (however, nothing contained in this
Sections shall be deemed to impose upon Owner any obligation to employ
contractors or labor at overtime and other premium pay rates, except in cases of
an emergency).

     Section 13.06.  Further supplementing the provisions of Section 13.01,
Owner's right to exhibit the Demised Premises to others shall be limited to
insurance carriers and representatives, prospective purchasers of the Real
Property, the Building, or Owner's interest in the Ground and Development Rights
Lease, holders or prospective holders of any mortgage affecting the Real
Property, or the Building or any ground or underlying lease, and other
legitimate business visitors, and, during the last year of the Demised Term, any
prospective tenants of the Demised Premises.

     Section 13.07.  Further supplementing the provisions of Section 13.01,
Owners agrees that any pipes, ducts or conduits installed in or through the
Demised Premises during the Demised Term pursuant to the provisions of Section
13.01, shall either be concealed behind, beneath or within partitioning,
columns, ceilings or floors, or completely furred at points immediately adjacent
to partitioning, columns or ceilings, and that when the installation of such
pipes, ducts or conduits shall be completed, such pipes, ducts or conduits shall
not materially reduce the usable area of the Demised Premises.

                                  ARTICLE 14

                                  Vault Space


     Section 14.01.  The Demised Premises do not contain any vaults, vault space
or other space outside the boundaries of the Real Property, notwithstanding
anything contained in this Lease or indicated on any sketch, blueprint or plan.
Owner makes no representation as to the location of the boundaries of the Real
Property. All vaults and vault space and all other space outside the boundaries
of the Real Property which Tenant may be permitted to use or occupy are to be
used or occupied under a revocable license, and if any such license shall be
revoked, or if the amount of such space shall be diminished or required by any
Federal, State or Municipal Authority or by any public utility company, such
revocation, diminution or requisition shall not constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Owner. Any fee, tax or charge imposed by any
governmental authority for any such vault, vault space or other space shall be
paid by Tenant.

                                  ARTICLE 15

                           Certificate of Occupancy


     Section 15.01.  Tenant will not at any time use or occupy, or permit the
use or occupancy of, the Demised Premises in violation of any Certificate (or
Certificates) of Occupancy covering the Demised Premises. Owner



<PAGE>

                                       29

agrees that a temporary or permanent Certificate (or Certificates) of Occupancy
covering the Demised Premises will be in force on the Commencement Date
permitting the Demised Premises to be used as "offices". However, neither such
agreement, nor any other provision of this Lease, nor any act or omission of
Owner, its agents or contractors, shall be deemed to constitute a representation
or warranty that the Demised Premises, or any part thereof, may be lawfully used
or occupied for any particular purpose or in any particular manner, in
contradistinction to mere "office" use.


                                  ARTICLE 16

                                    Default

     Section 16.01.  Upon the occurrence, at any time prior to or during the
Demised Term, of any one or more of the following events (referred to as "Events
of Default"):

          (a)  if Tenant shall default in the payment when due of any
     installment of Fixed Rent or any increase in the Fixed Rent or in the
     payment when due of any additional rent and such default shall continue for
     a period of ten (10) days after notice by Owner to Tenant of such default;
     or

          (b)  if Tenant shall default in the observance or performance of any
     term, covenant or condition of this Lease on Tenant's part to be observed
     or performed (other than the covenants for the payment of Fixed Rent, any
     increase in the Fixed Rent and additional rent) and Tenant shall fail to
     remedy such default within twenty (20) days after notice by Owner to Tenant
     of such default, or if such default is of such a nature that it cannot be
     completely remedied within said period of twenty (20) days and Tenant shall
     not commence, promptly after receipt of such notice, or shall not
     thereafter diligently prosecute to completion, all steps necessary to
     remedy such default; or

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

          (d)  if, ninety (90) days after the commencement of any proceeding
     against Tenant, whether by the filing of a petition or otherwise, seeking
     any reorganization, arrangement, composition, readjustment, liquidation,
     dissolution or similar relief under the present or any future federal
     bankruptcy act or any other present or future applicable federal, state or
     other statute or law, such proceeding shall not have been dismissed, or if,
     within ninety (90) days after the appointment of any trustee, receiver or
     liquidator of Tenant, or of all or any part of Tenant's property, without
     the consent or acquiescence of Tenant, such appointment shall not have been
     vacated or otherwise discharged, or if any execution or attachment shall be
     issued against Tenant or any of Tenant's property pursuant to which the
     Demised Premises shall be taken or occupied or attempted to be taken or
     occupied; or

          (e)  if Tenant shall default in the observance or performance of any
     term, covenant or condition on Tenant's part to be observed or performed
     under any other lease with Owner of space in the Building and such default
     shall continue beyond any grace period set forth in such other lease for
     the remedying of such default; or

          (f)  if Tenant's interest in this Lease shall devolve upon or pass to
     any person, whether by operation of law or otherwise, except as expressly
     permitted under Article 11,

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

                                      30

     Section 16.02.  If, at any time (i) Tenant shall be comprised of two (2) or
more persons, or (ii) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
Lease shall have been assigned, the word "Tenant", as used in subsections (c)
and (d) of Section 16.01, shall be deemed to mean any one or more of the persons
primarily or secondarily liable for Tenant's obligations under this Lease. Any
monies received by Owner from or on behalf of Tenant during the pendency of any
proceeding of the types referred to in said subsections (c) and (d) shall be
deemed paid as compensation for the use and occupation of the Demised Premises
and the acceptance of any such compensation by Owner shall not be deemed an
acceptance of rent or a waiver on the part of Owner of any rights under Section
16.01.


                                  ARTICLE 17

                                   Remedies

     Section 17.01.  If Tenant shall default in the payment when due of any
installment of Fixed Rent or in the payment when due of any increase in the
Fixed Rent or any additional rent, and such default shall continue for a period
of ten (10) days after notice by Owner to Tenant of such default, or if this
Lease and the Demised Term shall expire and come to an end as provided in
Article 16:

          (a)  Owner and its agents and servants may immediately, or at any time
     after such default or after the date upon which this Lease and the Demised
     Term shall expire and come to an end, re-enter the Demised 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 Demised Premises and dispossess Tenant and any other persons from the
     Demised Premises and remove any and all of their property and effects from
     the Demised Premises; and

          (b)  Owner, at Owner's option, may relet the whole or any part or
     parts of the Demised Premises, from time to time, either in the name of
     Owner 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 Owner, in its sole discretion, may determine. Owner shall have
     no obligation to relet the Demised Premises or any part thereof and shall
     in no event be liable for refusal or failure to relet the Demised Premises
     or any part thereof, or, in the event of any such reletting, for refusal or
     failure to collect any rent due upon any such reletting, and no such
     refusal or failure shall operate to relieve Tenant of any liability under
     this Lease or otherwise to affect any such liability; Owner, at Owner's
     option, may make such repairs, replacements, alterations, additions,
     improvements, decorations and other physical changes in and to the Demised
     Premises as Owner, 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 17.02.  Tenant hereby waives the service of any notice of intention
to re-enter or to institute legal proceedings to that end which may otherwise be
required to be given under any present or future law. Tenant, on its own behalf
and on behalf of all persons claiming through or under Tenant, including all
creditors, does further hereby waive any and all rights which Tenant and all
such persons might otherwise have under any present or future law to redeem the
Demised Premises, or to re-enter or repossess the Demised Premises, or to
restore the operation of this Lease, after (i) Tenant shall have been
dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-
entry by Owner, or (iii) any expiration or termination of this Lease and the
Demised Term, whether such dispossess, re-entry, expiration or termination shall
be by operation of law or pursuant to the provisions of this Lease. The words
"re-enter", "re-entry" and "re-entered" as used in this Lease shall not be
deemed to be restricted to their technical legal meanings. In the event of a
breach or threatened breach by Tenant, or any persons claiming through or under
Tenant, of any term, covenant or condition of this Lease on Tenant's part to be
observed or performed, Owner shall have the right to enjoin such breach and the
right to invoke any other remedy allowed by law or in equity as if re-entry,
summary proceedings and other special remedies were not provided in this Lease
for such breach. The right to invoke the remedies hereinbefore set forth is
cumulative and shall not preclude Owner from invoking any other remedy allowed
by law or in equity.
<PAGE>

                                      31

                                  ARTICLE 18

                                    Damages

     Section 18.01.  If this Lease and the Demised Term shall expire and come to
an end as provided in Article 16, or by or under any summary proceeding or any
other action or proceeding, or if Owner shall re-enter the Demised Premises as
provided in Article 17, or by or under any summary proceeding or any other
action or proceeding, then, in any of said events:

          (a)  Tenant shall pay to Owner all Fixed Rent, additional rent and
     other charges payable under this Lease by Tenant to Owner to the date upon
     which this Lease and the Demised Term shall have expired and come to an end
     or to the date of re-entry upon the Demised Premises by Owner, as the case
     may be; and

          (b)  Tenant shall also be liable for and shall pay to Owner, as
     damages, any deficiency (referred to as "Deficiency") between the Fixed
     Rent reserved in this Lease for the period which otherwise would have
     constituted the unexpired portion of the Demised Term and the net amount,
     if any, of rents collected under any reletting effected pursuant to the
     provisions of Section 17.01 for any part of such period (first deducting
     from the rents collected under any such reletting all of Owner's expenses
     in connection with the termination of this Lease or Owner's re-entry upon
     the Demised Premises and with such reletting including, but not limited to,
     all repossession costs, brokerage commissions, legal expenses, attorney's
     fees, alteration costs and other expenses of preparing the Demised Premises
     for such reletting). Any such Deficiency shall be paid in monthly
     installments by Tenant on the days specified in this Lease for payment of
     installments of Fixed Rent. Owner 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 Owner's right to
     collect the Deficiency for any subsequent month by a similar proceeding.
     Solely for the purposes of this subsection (b), the term "Fixed Rent" shall
     mean the Fixed Rent in effect immediately prior to the date upon which this
     Lease and the Demised Term shall have expired and come to an end, or the
     date of re-entry upon the Demised Premises by Owner, as the case may be,
     adjusted, from time to time, to reflect any increases which would have
     been payable pursuant to any of the provisions of this Lease including, but
     not limited to, the provisions of Article 23 of this Lease if the term
     hereof had not been terminated; and

          (c)  At any time after the Demised Term shall have expired and come to
     an end or Owner shall have reentered upon the Demised Premises, as the case
     may be, whether or not Owner shall have collected any monthly Deficiencies
     as aforesaid, Owner shall be entitled to recover from Tenant, and Tenant
     shall pay to Owner, on demand, as and for liquidated and agreed final
     damages, a sum equal to the amount by which the Fixed Rent reserved in this
     Lease for the period which otherwise would have constituted the unexpired
     portion of the Demised Term exceeds the then fair and reasonable rental
     value of the Demised Premises for the same period, both discounted to
     present worth at the rate of eight (8%) per cent per annum, less the
     aggregate amount of Deficiencies theretofore collected by Owner pursuant to
     the provisions of subsection (b) of this Section for the same periods. If,
     before presentation of proof of such liquidated damages to any court,
     commission or tribunal, the Demised Premises, or any part thereof, shall
     have been relet by Owner for the period which otherwise would have
     constituted the unexpired portion of the Demised Term, or any part thereof,
     the amount of rent reserved upon such reletting shall be deemed, prima
     facie, to be the fair and reasonable rental value for the part or the whole
     of the Demised Premises so relet during the term of the reletting. Solely
     for the purposes of this subsection (c), the term "Fixed Rent" shall mean
     the Fixed Rent in effect immediately prior to the date upon which this
     Lease and the Demised Term shall have expired and come to an end, or the
     date of re-entry upon the Demised Premises by Owner, as the case may be,
     adjusted to reflect any increases in the Fixed Rent, including, but not
     limited to, any increases pursuant to the provisions of Article 23 for the
     Operating Year and Tax Year immediately preceding such event.

     Section 18.02.  If the Demised Premises, or any part thereof, shall be
relet together with other space in the Building or such reletting extends beyond
what would have been the expiration of the Demised Term, the rents collected or
reserved under any such reletting and the expenses of any such reletting shall
be equitably apportioned for the purposes of this Article 18. Tenant shall in no
event be entitled to any rents collected or payable under any reletting, whether
or not such rents shall exceed the Fixed Rent reserved in this Lease. Nothing
contained in Articles 16, 17 or this Article shall be deemed to limit or
preclude the recovery by Owner from
<PAGE>

                                      32

Tenant of the maximum amount allowed to be obtained as damages by any statute or
rule of law, or of any sums or damages to which Owner may be entitled in
addition to the damages set forth in Section 18.01.


                                  ARTICLE 19

                         Fees and Expenses, Indemnity

     Section 19.01.  If Tenant shall default in the observance or performance of
any term, covenant or condition of this Lease on Tenant's part to be observed
or performed, Owner, at any time thereafter and without notice, in case of
emergency and after the expiration of the applicable grace periods in all other
cases, may remedy such default for Tenant's account and at Tenant's expense,
without thereby waiving any other rights or remedies of Owner with respect to
such default.

     Section 19.02.  Tenant agrees to indemnify and save Owner and Owner's
agents harmless of and from all loss, cost, liability, damage and expense
including, but not limited to, reasonable counsel fees, penalties and fines,
incurred in connection with or arising from (i) any default by Tenant in the
observance or performance of any of the terms, covenants or conditions of this
Lease on Tenant's part to be observed or performed, or (ii) the breach or
failure of any representation or warranty made by Tenant in this Lease or (iii)
the use or occupancy or manner of use or occupancy of the Demised Premises by
Tenant or any person claiming through or under Tenant, or (iv) any acts,
omissions or negligence of Tenant or any such person, or the contractors,
agents, servants, employees, visitors or licensees of Tenant or any such person,
in or about the Demised Premises or the Building either prior to, during, or
after the expiration of, the Demised Term, including, but not limited to, any
acts, omissions or negligence in the making or performing of any Alterations.
Tenant further agrees to indemnify and save harmless Owner, Owner's agents, and
the lessor or lessors under all ground or underlying leases, of and from all
loss, cost, liability, damage and expense, including, but not limited to,
reasonable counsel fees, incurred in connection with or arising from any claims
by any persons by reason of injury to persons or damage to property occasioned
by any use, occupancy, act, omission or negligence referred to in the preceding
sentence. If any action or proceeding shall be brought against Owner or Owner's
agents or the lessor or lessors under any ground or underlying lease, based
upon any such claim and if Tenant, upon notice from Owner, shall cause such
action or proceeding to be defended at Tenant's expense by counsel acting for
Tenant's insurance carriers in connection with such defense or by other counsel
reasonably satisfactory to Owner, without any disclaimer of liability by Tenant
or such insurance carriers in connection with such claim, Tenant shall not be
required to indemnify Owner, Owner's agents, or any such lessor for counsel
fees in connection with such action or proceeding. Tenant shall maintain
comprehensive public liability insurance against any claims by reason of
personal injury, death and property damage occurring in or about the Demised
Premises covering, without limitation, the operation of any private air
conditioning equipment and any private elevators escalators or conveyors in or
serving the Demised Premises or any part thereof, whether installed by
Owner, Tenant or others, and shall furnish to Owner duplicate original policies
of such insurance at least ten (10) days prior to the Commencement Date and at
least ten (10) days prior to the expiration of the term of any such policy
previously furnished by Tenant, in which policies Owner, its agents and any
lessor under any ground or underlying lease shall be named as parties insured,
which policies shall be issued by companies, and shall be in form and amounts,
reasonably satisfactory to Owner.

     Section 19.03. Tenant shall pay to Owner, within five (5) days next
following rendition by Owner to Tenant of bills or statements therefor: (i) sums
equal to all expenditures made and monetary obligations incurred by Owner
including, but not limited to, expenditures made and obligations incurred for
reasonable counsel fees, in connection with the remedying by Owner, for Tenant's
account pursuant to the provisions of Section 19.01, of any default of Tenant,
and (ii) sums equal to all losses, costs, liabilities, damages and expenses
referred to in Section 19.02, and (iii) sums equal to all expenditures made and
monetary obligations incurred by Owner including, but not limited to,
expenditures made and obligations incurred for reasonable counsel fees, in
collecting or attempting to collect the Fixed Rent, any additional rent or any
other sum of money accruing under this Lease or in enforcing or attempting to
enforce any rights of Owner under this Lease or pursuant to law, whether by the
institution and prosecution of summary proceedings or otherwise; and (iv) all
other sums of money (other than Fixed Rent) accruing from Tenant to Owner under
the provisions of this Lease. Any sum of money (other than Fixed Rent) accruing
from Tenant to Owner pursuant to any provision of this Lease including, but not
limited to, the provisions of Schedule A, whether prior to or after the
Commencement Date, may, at
<PAGE>

                                      33

Owner's option, be deemed additional rent, and Owner shall have the same
remedies for Tenant's failure to pay any item of additional rent when due as for
Tenant's failure to pay any installment of Fixed Rent when due. Tenant's
obligations under this Article shall survive the expiration or sooner
termination of the Demised Term.

     Section 19.04. If Tenant shall fail to make payment of any installment of
Fixed Rent, or any increase in the Fixed Rent, or any additional rent within ten
(10) days after the date when such payment is due, Tenant shall pay to Owner, in
addition to such installment of Fixed Rent or such increase in the Fixed Rent or
such additional rent, as the case may be, as a late charge and as additional
rent, a sum equal to two (2%) percent per annum above the then current prime
rate charged by Citibank (N.A.) or its successor of the amount unpaid computed
from the date such payment was due to and including the date of payment.

     Section 19.05. Supplementing the provisions of Section 5.02 if (i) Owner
shall default in its obligation to make repairs solely in the Demised Premises,
in accordance with the provisions of said Section 5.02, and (ii) Tenant shall
notify Owner of the existence of such default, and (iii) Owner shall (x) fail to
start to cure such default within thirty (30) days (or promptly in the event of
an emergency) after said notice or shall fail thereafter to prosecute to
completion with reasonable diligence the work necessary to cure such default, or
(y) fail to notify Tenant within thirty (30) days after said notice that Owner
is unable to start to cure such default because of inability to obtain
materials, or strikes or other labor disputes, fire or other casualty (or
reasonable delays in adjustment of insurance), accidents, orders or regulations
of any Federal, State, County or Municipal authority, or by any other cause
beyond Owner's reasonable control, whether or not such cause shall be similar in
nature to those hereinbefore enumerated, then, but only in all such events and
subject to the provisions set forth in the following provisions of this Section,
Tenant may take action to cure such default. In the event Tenant takes any such
action in accordance with the foregoing provisions of this Section to cure such
default, any reasonable expenditures made by Tenant to cure such default shall
be repaid by Owner to Tenant within twenty (20) days after demand provided,
however, that Owner's failure to make such repayment shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or any set-off or deduction whatsoever against
the rent and Tenant's sole remedy in such circumstances shall be to bring action
against Owner for the amount claimed due. If Owner shall fail to make any such
repayment when due, Owner shall pay to Tenant in addition to the amount of such
repayment, as a late charge, a sum equal to two (2%) percent per annum above the
then current prime rate charged by Citibank (N.A.) or its successor of the
amount unpaid computed from the date such repayment was due to and including the
date of payment. Owner, at Owner's election, may make such repayment in the form
of a rent credit against the next accruing monthly installment of Fixed Rent.

     Section 19.06. Owner agrees to indemnify and save Tenant harmless of and
from all loss, cost, liability, damage and expense including, but not limited
to, reasonable counsel fees, penalties and fines incurred in connection with or
arising from (i) any default by Owner in the performance or observance of any of
the terms, covenants or conditions of this Lease on Owner's part to be observed
or performed or (ii) any act, omissions or negligence of Owner or its employees,
agents, contractors or servants in or about the Demised Premises or the Building
either prior to, during, or after, the expiration of the Demised Term including,
but not limited to any acts, omissions or negligence in making any alterations,
repairs or maintenance of the Building or the Demised Premises which are Owner's
obligation under this Lease. Owner further agrees to indemnify and save harmless
Tenant of and from all loss, cost, liability, damage, and expense, including,
but not limited to, reasonable counsel fees incurred in connection with or
arising from any claims by any persons or damage to property occasioned by any
act, omission or negligence referred to in the preceding sentence. If any action
or proceeding shall be brought against Tenant based upon any such claim and if
Owner, upon notice from Tenant, shall cause such action or proceeding to be
defended at Owner's expense by counsel acting for Owner's insurance carriers in
connection with such defense or by other counsel reasonably satisfactory to
Tenant, without any disclaimer of liability by Owner in connection with such
claim, Owner shall not be required to indemnify Tenant or Tenant's agents for
counsel fees in connection with such action or proceeding.

     Section 19.07. Owner shall pay to Tenant, within five (5) days next
following rendition by Tenant to Owner of statements therefor (in reasonable
detail), or shall credit Tenant, at Owner's election, against the next accruing
monthly installments of Fixed Rent, sums equal to all loss, costs, liabilities,
damages and expenses referred to in Section 19.06.  If there are not enough
installments of Fixed Rent remaining in the Demised Term for any such credit to
be fully applied or if the Demised Term shall have expired at the time Tenant
renders any such
<PAGE>

                                      34

statement. Owners shall pay to Tenant, within five (5) days next following
rendition of any such statement, either the portion of such credit which could
not be applied to the remaining instalments of Fixed Rent or the total amount of
such credit if such statement be rendered after the expiration of the Demised
Term, as the case may be. If Owner shall fail to make any such payment when due,
Owner shall pay to Tenant in addition to the amount of such payment, as a late
charge, a sum equal to two (2%) percent per annum above the then current prime
rate charged by Citibank (N.A.) or its successor of the amount unpaid computed
from the date such payment was due to and including the date of payment. Owner's
obligations under this Article shall survive the expiration or sooner
termination of the Demised Term.


                                  ARTICLE 20

                               Entire Agreement

     Section 20.01. This Lease contains the entire agreement between the parties
and all prior negotiations and agreements are merged in this Lease. Neither
Owner nor Owner's agents have made any representations or warranties with
respect to the Demised Premises, the Building, the Real Property or this Lease
except as 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. This Lease may not be changed, modified or discharged,
in whole or in part, orally and no executory agreement shall be effective to
change, modify or discharge, in whole or in part, this Lease or any obligations
under this Lease, unless such agreement is set forth in a written instrument
executed by the party against whom enforcement of the change, modification or
discharge is sought. All references in this Lease to the consent or approval of
Owner shall be deemed to mean the written consent of Owner, or the written
approval of Owner, as the case may be, and no consent or approval of Owner shall
be effective for any purpose unless such consent or approval is set forth in a
written instrument executed by Owner.


                                  ARTICLE 21

                                  End of Term

     Section 21.01. On the date upon which the Demised Term shall expire and
come to an end, whether pursuant to any of the provisions of this Lease or by
operation of law, and whether on or prior to the Expiration Date. Tenant, at
Tenant's sole cost and expense, (i) shall quit and surrender the Demised
Premises to Owner, broom clean and in good order and condition, ordinary wear
and damage or destruction by fire, and other casualty and repairs for which
Tenant is not liable under the provisions of this Lease excepted, and (ii) shall
remove all of Tenant's Personal Property and all other property and effects of
Tenant and all persons claiming through or under Tenant required to be removed
from the Demised Premises and the Building, and (iii) shall repair all damage to
the Demised Premises occasioned by such removal. Owner shall have the right to
retain any property and effects which shall remain in the Demised Premises after
the expiration or sooner termination of the Demised Term, and any net proceeds
from the sale thereof, without waiving Owner's rights with respect to any
default by Tenant under the foregoing provisions of this Section. Tenant
expressly waives, for itself and for any person claiming through or under
Tenant, any rights which Tenant or any such person may have under the provisions
of Section 2201 of the New York Civil Practice Law and Rules and of any
successor law of like import then in force, in connection with any holdover
summary proceedings which Owner may institute to enforce the foregoing
provisions of this Article. If said date upon which the Demised Term shall
expire and come to an end shall fall on a Sunday or holiday, then Tenant's
obligations under the first sentence of this Section shall be performed on or
prior to the Saturday or business day immediately preceding such Sunday or
holiday. Tenant's obligations under this Section shall survive the expiration or
sooner termination of the Demised Term.


                                  ARTICLE 22

                                Quiet Enjoyment

     Section 22.01. Owner covenants and agrees with Tenant that upon Tenant
paying the Fixed Rent and additional rent reserved in this Lease and observing
and performing all of the terms, covenants and conditions of
<PAGE>

                                      35

this Lease on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the Demised Premises during the Demised Term, subject,
however, to the terms, covenants and conditions of this Lease including, but not
limited to, the provisions of Section 42.01, and subject to the ground and
underlying leases and the mortgages referred to in Article 7.


                                  ARTICLE 23

                          Tax and Operating Payments

     Section 23.01. In the determination of any increase in the Fixed Rent under
the provisions of this Article, Owner and Tenant agree as follows:

     A. The term "Tax Year" shall mean each fiscal year commencing July 1st and
ending on the following June 30th which shall include any part of the Demised
Term.

     B. The term "Operating Year" shall mean each calendar year which shall
include any part of the Demised Term.

     C. The term "Taxes" shall be deemed to include all real estate taxes and
assessments, special or otherwise, upon or with respect to the Real Property
imposed by the City or County of New York or any other taxing authority. If, due
to any change in the method of taxation, any franchise, income, profit, sales,
rental, use and occupancy or other tax shall be substituted for or levied
against Owner or any owner or lessee of the Building or the Real Property, in
lieu of any real estate taxes or assessments upon or with respect to the Real
Property, such tax shall be included in the term "Taxes" for the purposes of
this Article.

     D. Owner has applied for a certificate of eligibility from the Department
of Finance of the City of New York determining that Owner is eligible to apply
for a deferral of tax payments for the Real Property pursuant to the provisions
of Chapter 56-A of the Administrative Code of the City of New York and the
regulations promulgated pursuant to such Chapter and Owner represents to Tenant
that Owner is so eligible. Any such tax deferral for the Real Property is
referred to as "Tax Deferral" and the period of such Tax Deferral is referred to
as the "Tax Deferral Period". Owner agrees that Tenant shall not be required to
(a) pay Taxes or charges which become due because of the willful neglect or
fraud by Owner in connection with the program under which Owner shall receive
the Tax Deferral or (b) otherwise relieve or indemnify Owner from any personal
liability arising under Section 1319 of the Administrative Code of the City of
New York, except where imposition of such Taxes, charges or liability is
occasioned by actions of Tenant in violation of this Lease. Tenant agrees to
report to Owner, as often as is necessary under such regulations, the number of
workers engaged in employment in the Demised Premises, the nature of each
worker's employment and the residency of each worker and to provide access to
the Demised Premises by employees and agents of the Department of Finance of the
City of New York at all reasonable times at the request of Owner. Tenant
represents to the Owner that, within the seven (7) years immediately preceding
the date of this Lease, Tenant has not been adjudged by a court of competent
jurisdiction to have been guilty of (x) an act, with respect to a building,
which is made a crime under the provisions of Article 150 of the Penal Law of
the State of New York or any similar law of another state, or (y) any act made a
crime or violation by the provisions of Section 235 of the Real Property Law of
the State of New York, nor is any charge for a violation of such laws presently
pending against Tenant. Tenant further agrees to cooperate with Owner in
compliance with such Chapter and regulations to aid Owner in obtaining and
maintaining the Tax Deferral. Owner agrees to attempt to obtain and maintain the
Tax Deferral for the Tax Deferral Period and agrees that in the event Owner
shall be unable to obtain or maintain the Tax Deferral during such Period that
the term "Taxes" set forth in subsection C of this Section 23.01 shall
nonetheless be deemed adjusted as if Owner had obtained and maintained the Tax
Deferral during such Period.

     E. The term "Tenant's Proportionate Share" shall mean forty-four and 19/100
(44.19%) percent.

     F. The term "Owner's Tax Statement" shall mean a statement containing a
computation of any increase in the Fixed Rent pursuant to the provisions of
Section 23.02, together with a copy of the applicable tax bills.

     G. The term "Owner's Operating Expense Statement" shall mean a statement
containing a computation of any increase in the Fixed Rent pursuant to the
provisions of Section 23.04.
<PAGE>

                                      36

     H.   The term "Operating Expenses" shall mean the aggregate cost and
expense incurred by Owner in the operation, maintenance, management and security
of the Real Property and any plazas, sidewalks and curbs adjacent thereto
including, without limitation, the cost and expense of the following: salaries,
wages, medical, surgical and general welfare and other so-called "fringe"
benefits (including group insurance and retirement benefits) for employees of
Owner or any contractor of Owner engaged in the cleaning, operation, maintenance
or management of the Real Property or engaged for security purposes and/or for
receiving or transmitting deliveries to and from the Building,and payroll taxes
and workmen's compensation insurance premiums relating thereto, gas, steam
(without giving effect to any repayment by the public utility supplying such
steam to Owner on account of a prepayment made by Owner to such public utility
for bringing steam service to the Real Property), water, sewer rental,
electricity, utility taxes, rubbish removal, fire, casualty, liability, rent and
other insurance carried by Owner, repairs, repainting of common areas,
replacement, maintenance of grounds, Building supplies, uniforms and cleaning
thereof, snow removal, window cleaning, service contracts with independent
contractors for any of the foregoing (including, but not limited to, elevator,
air conditioning and fire alarm and communication equipment maintenance),
management fees (whether or not paid to any person, firm or corporation having
an interest in or under common ownership with Owner or any of the persons, firms
or corporations comprising Owner), legal fees and disbursements and other
expenses, including, without limitation, legal fees and expenses incurred in
connection with any application or proceeding brought for reduction of the
actual and/or transitional assessed valuations of the Real Property or any part
thereof, and legal fees for summary proceedings to dispossess tenants and the
enforcement of leases, auditing fees, and all other costs and expenses incurred
in connection with the operation, maintenance, management and security of the
Real Property, and any plazas, sidewalks and curbs adjacent thereto, but
excluding, nevertheless, the cost and expense of the following: (i) leasing
commissions; (ii) management fees in excess of generally prevailing rates in the
Borough of Manhattan for buildings of like class and character; (iii)
executives' salaries above the grade of building manager and superintendent;
(iv) capital improvements and replacements which under generally accepted
accounting principles and practice would be classified as capital expenditures,
except the cost and expense of any improvement, alteration, replacement or
installation made or performed after completion of the construction of the
Building which is either (a) required by law (unless such expenditure was
required to be made in order for Owner to reasonably obtain a Certificate of
Occupancy for the Demised Premises or the Building or (b) designed, in Owner's
reasonable judgment, to result in savings or reductions in Operating Expenses or
(c) designed, in Owner's reasonable judgment, to benefit the tenants of the
Building (such improvements, alterations, replacements and installations are
referred to as "Included Improvements"); the cost and expense of Included
Improvements shall be included in Operating Expenses for any Operating Year to
the extent of (x) the annual amortization or depreciation of the cost and
expense to Owner of such Included Improvements, as amortized on a straight line
basis over ten (10) years, plus (y) an annual charge for interest upon the
unamortized or undepreciated portions of such cost and epense at the average
prime rate during the Operating Year in question; (v) any other item which under
generally accepted accounting principles and practice would not be regarded as
an operating, maintenance or management expense; (vi) any item for which Owner
is compensated through proceeds of insurance and, if Owner does not carry fire
and extended coverage insurance for the Building, any item for which Owner would
be compensated under fire and extended coverage policies generally carried by
owners of like buildings; (vii) any cost to Owner for services rendered to a
tenant by Owner above and beyond those services generally rendered by Owner to
tenants in the Building without specific compensation therefor, (viii) franchise
or income taxes of Owner, (ix) costs incurred in connection with the transfer or
disposition of Owner's interest in the Building; (x) any cost representing an
amount paid to (a) any entity which controls, is controlled by, or is under
common control with, Owner or (b) any person related by blood or marriage to any
shareholder or partner of Owner, which is in excess of the amount which would be
paid in the absence of such control or relationship; (xi) depreciation of the
Building and equipment located therein (other than Included Improvements); (xii)
all costs incurred in connection with the initial construction of the Building
including the removal of any violations therefrom and the cost of repairing any
defects in (a) the initial construction thereof or, (b) Owner's Initial
Construction, of which Owner has been given notice within one (1) year after the
Commencement Date; (xiii) costs incurred to comply with legal requirements in
effect at the time of completion of the Building if such compliance was required
in order for Owner to initially obtain a Certificate of Occupancy for the
Building; (xiv) the cost of increasing the size of the initial Building; (xv)
legal and auditing fees, other than legal and auditing fees hereinabove
enumerated in the definition of "Operating Expenses", incurred in Connection
with the operation, maintenance and management of the building; (xvi) the cost
of any electric current furnished to any tenant space in the Building; (xvii)
any cost
<PAGE>

                                      37

incurred by Owner to the extent Owner is entitled to specific reimbursement
therefor by any tenant or other occupant of the Building; (xviii) advertising
and promotion expenses; (xix) ground rent and any rent, additional rent or other
charge under any ground lease including, but not limited to, the Ground and
Development Rights Lease; (xx) all costs of constructing any space in the
Building for occupancy by a tenant; (xxi) Taxes; (xxii) debt service and other
costs of financing or refinancing; (xxiii) costs incurred in performing work on
the adjacent Broadway Theater; and (xxiv) if Tenant exercises its option set
forth in Section 29.04.A to arrange for the cleaning of the Demised Premises at
its own cost and expense, the costs attributable to cleaning (other than window
cleaning) any rentable areas of the Bui1ding.

     I.   The term "Monthly Escalation Installment" shall mean a sum equal to
one-twelfth (1/12) of the increase in the Fixed Rent payable pursuant to the
provisions of subsection 23.04 A for the Operating Year with respect to which
Owner has most recently rendered an Owner's Operating Expense Statement,
appropriately adjusted to reflect (i) in the event such Operating Year is a
partial calendar year, the increase in the Fixed Rent which would have been
payable for such Operating Year if it had been a full calendar year, and (ii)
the amount by which current Operating Expenses as reasonably estimated by Owner
exceed Operating Expenses as reflected in such Owner's Operating Expense
Statement; and (iii) any net credit balance to which Tenant may be entitled
pursuant to the provisions of subsection 23.05 C.

     J.   The term "Monthly Escalation Installment Notice" shall mean a notice
given by Owner to Tenant which sets forth the current Monthly Escalation
Installment; such Notice may be contained in a regular monthly rent bill, in an
Owner's Operating Expense Statement, or otherwise, and may be given from time
to time, but not more than monthly, at Owner's election.

     Section 23.02. A. The Fixed Rent for each Tax Year shall be increased by a
sum equal to Tenant's Proportionate Share of Taxes for such Tax Year.

     B.   Unless the Commencement Date shall occur on a July 1st, any increase
in the Fixed Rent pursuant to the provisions of subsection A of this Section
23.02 (or the Tax Year in which the Commencement Date shall occur shall be
apportioned in that percentage which the number of days in the period from the
Commencement Date to June 30th of such Tax Year, both inclusive, shall bear to
the total number of days in such Tax Year. Unless the Demised Term shall expire
on a June 30th, any increase in the Fixed Rent pursuant to the provisions of
said subsection A for the Tax Year in which the date of the expiration of the
Demised Term shall occur shall be apportioned in that percentage which the
number of days in the period from July 1st of such Tax Year to such date of
expiration, both inclusive, shall bear to the total number of days in such Tax
Year.

     Section 23.03. A. Owner shall render to Tenant, either in accordance with
the provisions of Article 27 or by personal delivery at the Demised Premises,
Attn. Chief Financial Officer, an Owner's Tax Statement or Statements with
respect to each Tax Year, either prior to or during such Tax Year. Owner's
failure to render an Owner's Tax Statement with respect to any Tax Year shall
not prejudice Owner's right to render an Owner's Tax Statement with respect to
any subsequent Tax Year nor shall it deprive Tenant of any credit to which it
otherwise might be entitled to for any Tax Year pursuant to the provisions of
subsection C of this Section 23.03. Tenant acknowledges that under present law,
Taxes are payable by Owner (i) with respect to a fiscal year commencing July 1st
and ending on the following June 30th, and (ii) in two (2) installments, in
advance, the first of which is payable on July 1st, and the second and final
payment of which is payable on the following January 1st. Within ten (10) days
next following rendition of the first Owner's Tax Statement which shows an
increase in the Fixed Rent for any Tax Year, Tenant shall pay to Owner one-half
of the amount of the increase shown upon such Owner's Tax Statement for such Tax
Year (including any apportionment pursuant to the provisions of Subsection B of
Section 23.02); and, subsequently, provided Owner shall have rendered to Tenant
an Owner's Tax Statement. Tenant shall pay to Owner not later than thirty (30)
days prior to the date on which the installment of Taxes is required to be paid
by Owner a sum equal to one half (1/2) of Tenant's Proportionate Share of Taxes
payable with respect to such Tax Year as shown on such Owner's Tax Statement.
Tenant further acknowledges that is the purpose and intent of this Section 23.03
to provide Owner with Tenant's Proportionate Share of the increases in the Fixed
Rent pursuant to the provisions of this subsection A thirty (30) days prior to
the time such installment of Taxes is required to be paid by Owner without
penalty or interest. Accordingly, Tenant agrees if the number of such
installments and or the date of payment thereof and/or the fiscal year used for
the purpose of Taxes shall change then (a) at the time that any such revised
installment is payable by Owner, Tenant shall pay to
<PAGE>

                                      38

Owner the amount which shall provide Owner with Tenant's Proportionate Share of
the increases in the Fixed Rent pursuant to the provisions of Section 23.02.A.
applicable to the revised installment of Taxes then required to be paid by
Owner, and (b) this Article shall be appropriately adjusted to reflect such
change and the time for payment to Owner of Tenant's Proportionate Share of any
increase in Taxes as provided in this Article shall be appropriately revised so
that Owner shall always be provided with Tenant's Proportionate Share of the
increase in the Fixed Rent thirty (30) days prior to the installment of Taxes
required to be paid by Owner. Notwithstanding the foregoing provisions of this
subsection A to the contrary, in the event the holder of any mortgage affecting
any ground or underlying lease, including, but not limited to the Ground and
Development Rights Lease, shall require Owner to make monthly deposits on
account of real estate taxes, then this Article shall be appropriately adjusted
to reflect the requirement that Owner make monthly deposits on account of real
estate taxes to that Owner shall always be provided with one-twelfth (1/12th) of
Tenant's Proportionate Share of such increase in the Fixed Rent with respect to
any Tax Year thirty (30) days prior to the payment by Owner of such monthly
deposits on account of real estate taxes.

     B.   Tenant acknowledges that its obligations under the provisions of
subsection 23.02.A. will be greater if Owner fails to obtain a Tax Deferral and
agrees that, subject to the provisions of the last sentence of subsection D of
Section 23.01. Owner shall have no liability to Tenant nor shall Tenant be
entitled to any abatement or diminution of rent if Owner fails to obtain a Tax
Deferral. Tenant further acknowledges that its obligations under the provisions
of subsection 23.02.A. shall increase during and at the expiration of the Tax
Deferral Period as the law and regulations pursuant to which Owner may obtain a
Tax Deferral provides for limited deferrals of tax payments for the first (1st)
seven tax years following the issuance of a certificate of eligibility (100% for
the first three years, 80% for the fourth year, 60% for the fifth year, 40% for
the sixth year and 20% for the seventh year) and the payment by Owner of the
total amount of tax payments deferred commencing in the eleventh tax year
following the issuance of a certificate of eligibility, through and including
the twentieth tax year following such issuance, by adding an amount equal to 10%
of the total amount of tax payments deferred to the amount of tax otherwise
assessed and payable in each such tax year.

     C.   If, as a result of any application or proceeding brought by or on
behalf of Owner for reduction of the assessed valuation of the Real Property
there shall be a decrease in Taxes for any Tax Year with respect to which Owner
shall have previously rendered an Owner's Tax Statement, the next monthly
instalment or instalments of Fixed Rent following such decrease shall include an
adjustment of the Fixed Rent for such Tax Year reflecting a credit to Tenant
equal to the amount by which (i) the Fixed Rent actually paid by Tenant with
respect to such Tax Year (as increased pursuant to the operation of the
provisions of subsection A of Section 23.02), shall exceed (ii) the Fixed Rent
payable with respect to such Tax Year (as increased pursuant to the operation of
the provisions of subsection A of Section 23.02) based upon such reduction of
the assessed valuation.

     Section 23.04. A. The Fixed Rent for each Operating Year shall be increased
by a sum equal to Tenant's Proportionate Share of Operating Expenses for such
Operating Year.

     B.   Unless the Commencement Date shall occur on a January 1st, any
increase in the Fixed Rent pursuant to the provisions of subsection A of this
Section 23.04 for the Operating Year in which the Commencement Date shall occur
shall be apportioned in that percentage which the number of days in the period
from the Commencement Date to December 31st of such Operating Year, both
inclusive, shall bear to the total number of days in such Operating Year. Unless
the Demised Term shall expire on a December 31st, any increase in the Fixed Rent
pursuant to the provisions of subsection A of this Section 23.04 for the
Operating Year in which the date of the expiration of the Demised Term shall
occur shall be apportioned in that percentage which the number of days in the
period from January 1st of such Operating Year to such date of expiration, both
inclusive, shall bear to the total number of days in such Operating Year.

     C.   In the determination of any increase in the Fixed Rent pursuant to the
foregoing provisions of this Section 23.04, if the Building shall not have been
fully occupied during any Operation Year, Operating Expenses for such Operating
Year shall be equitably adjusted (by including such additional expenses as Owner
would have incurred) to the extent, if any, required to reflect full occupancy.

     Section 23.05. A. Owner shall render to Tenant, either in accordance with
the provisions of Article 27 or by personal delivery at the Demised Premises,
Attn. Chief Financial Officer, an Owner's Operating Expense Statement with
respect to each Operating Year on or before the next succeeding October 1st.
Owner's failure to
<PAGE>

                                      39

render an Owner's Operating Expense Statement with respect to any Operating Year
shall not prejudice Owner's right to render an Owner's Operating Expense
Statement with respect to any subsequent Operating Year.

     B.   Within fifteen (15) days next following rendition of the first Owner's
Operating Expense Statement which shows an increase in the Fixed Rent for any
Operating Year. Tenant shall pay to Owner the entire amount of such increase. In
order to provide for current payments on account of future increases in the
Fixed Rent payable by Tenant pursuant to the provisions of subsection 23.04 A,
Tenant shall also pay to Owner at such time, provided Owner has given to Tenant
a Monthly Escalation Installment Notice, a sum equal to the product of (i) the
Monthly Escalation Installment set forth in such notice multiplied by (ii) the
number of months or partial months which shall have elapsed between January 1st
of the Operating Year in which such payment is made and the date of such payment
less any amounts theretofore paid by Tenant to Owner on account of increases in
the Fixed Rent for such Operating Year pursuant to the provisions of the
penultimate sentence of this Section 23.05B; thereafter Tenant shall make
payment of a Monthly Escalation Installment throughout each month of the Demised
Term. Monthly Escalation Installments shall be added to and payable as part of
each monthly installment of Fixed Rent. Notwithstanding anything to the contrary
contained in the foregoing provisions of this Article, prior to the rendition of
the first Owner's Operating Expense Statement which shows an increase in the
Fixed Rent for any Operating Year, Owner may render to Tenant a pro-forma
Owner's Operating Expense Statement containing a bona fide estimate of the
increase in the Fixed Rent for the Operating Year in which the Commencement Date
shall occur. Following the rendition of such pro-forma Owner's Operating Expense
Statement, Tenant shall pay to Owner a sum equal to one twelfth (1/12) of the
estimated increase in the Fixed Rent shown thereon for such Operating Year
multiplied by the number of months which may have elapsed between the
Commencement Date and the month in which such payment is made and thereafter pay
to Owner, on the first day of each month of the Demised Term (until the
rendition by Owner of the first Owner's Operating Expense Statement) a sum equal
to one-twelfth (1/12) of the increase in the Fixed Rent shown on such pro-forma
Owner's Operating Expense Statement. Any sums paid pursuant to the provisions of
the immediately preceding sentence shall be credited against the sums required
to be paid by Tenant to Owner pursuant to the Owner's Operating Expense
Statement for the first Operating Year for which there is an increase in the
Fixed Rent pursuant to the provisions of subsection A.

     C.   Following rendition of the first Owner's Operating Expense Statement
and each subsequent Owner's Operating Expense Statement a reconciliation shall
be made as follows: Tenant shall be debited with any increase in the Fixed Rent
shown on such Owner's Operating Expense Statement and credited with the
aggregate amount, if any, paid by Tenant in accordance with the provisions of
subsection B of this Section on account of future increases in the Fixed Rent
pursuant to subsection 23.04 A which has not previously been credited against
increased in the Fixed Rent shown on Owner Operating Expense Statements. Tenant
shall pay any net debit balance to Owner within fifteen (15) days next following
rendition by Owner, either in accordance with the provisions of Article 27 or by
personal delivery at the Demised Premises of an invoice for such net debit
balance, Attn. Chief Financial Officer; any net credit balance shall be applied
as an adjustment against the next accruing Monthly Escalation Installment as
provided in subsection I of Section 23.01 (unless there is no such Monthly
Escalation Installment remaining, in which event any net credit balance shall be
payable by Owner to Tenant within fifteen (15) days next following the rendition
of said Owner's Operating Expense Statement.) In the event Tenant shall be
required to pay any net debit balance to Owner, as aforesaid, or Owner shall be
required to apply any net credit balance as aforesaid, the party required to pay
such net debit balance or make such application, as the case may be, shall also
pay interest on such amount at the rate equal to two (2%) percent per annum
above the then current prime rate charged to Citibank (N.A.), or its successor,
computed from the date of each Monthly Escalation Installment Notice (with
respect to any net debit balance) or each Monthly Escalation Installment Payment
(with respect to any net credit balance), as the case may be, to and including
the date of the payment of such net credit balance or the application of such
net credit balance, as the case may be.

     Section 23.06. A. In the event of any dispute between Owner and Tenant
arising out of the application of the Operating Expenses provisions of this
Article, including, but not limited to, any increases in the Fixed Rent set
forth in any Owner's Operating Expense Statement, such dispute shall be
determined by arbitration in accordance with the provisions of Article 36. Owner
and Tenant acknowledge that with respect to the payment of Taxes and Operating
Expenses, this Lease shall be deemed a "Net Lease" and, accordingly, it is the
intention of this Article that Tenant shall pay to Owner, throughout the Demised
Term, Tenant's Proportionate Share of one-
<PAGE>

                                      40

hundred (100%) percent of Taxes and Operating Expenses payable by Owner.
Notwithstanding any dispute and submission to arbitration, and to legal
proceedings in accordance with the provisions of Article 36, any increase in the
Fixed Rent shown upon any Owner's Tax Statement. Owner's Operating Expense
Statement or any Monthly Escalation Installment Notice shall be payable by
Tenant within the time limitation set forth in this Article. If the
determination in such arbitration or legal proceedings hsal be adverse to Owner,
any amount paid by Tenant to Owner in excess of the amount determined to be
properly payable shall be credited against the next accruing installments of
Fixed Rent due under this Lease. However, if there are no such installments,
such amount shall be paid by Owner to Tenant within ten (10) days following such
determination.

     B. In the event Tenant disagrees with any computation or other matter
contained in any Owner's Tax Statement or any Owner's Operating Expense
Statement or any Monthly Escalation Installment Notice, Tenant shall have the
right to give notice to Owner within ninety (90) days next following rendition
of such Statement or Notice setting forth the particulars of such disagreement.
If the matter is not resolved within sixty (60) days next following the giving
of such Notice by Tenant, it shall be deemed a dispute which either party may
submit to arbitration pursuant to the provisions of subsection A of this
Section. If (i) Tenant does not give a timely notice to Owner in accordance with
the foregoing provisions of this subsection disagreeing with any computation or
other matter contained in any Owner's Tax Statement or any Owner's Operating
Expense Statement or any Monthly Escalation Installment Notice and setting forth
the particulars of such disagreement, or (ii) if any such timely Notice shall
have been given by Tenant, the matter shall not have been resolved and neither
party shall have submitted the dispute to arbitration within sixty (60) days
next following the giving of such Notice by Tenant, Tenant shall be deemed
conclusively to have accepted such Owner's Tax Statement or such Owner's
Operating Expense Statement or Monthly Escalation Installment Notice, as the
case may be, and shall have no further right to dispute the same.

     C. Tenant or Tenant's accountants shall have the right to examine those
portions of Owner's records which pertain to Operating Expenses and which are
required to verify the accuracy of any amounts shown on any Owner's Operating
Expense Statement, provided Tenant shall notify Owner of its desire to so
examine such records within sixty (60) days next following the rendition of such
Owner's Operating Expense Statement. Owner shall make such records available
promptly in its offices in New York City. If Tenant shall fail to (a) so notify
Owner of its desire to so examine such records within said sixty (60) day period
next following rendition of such Owner's Operating Expense Statement or (b) so
examine such records within ninety (90) days next following rendition of such
Owner's Operating Expense Statement then Tenant shall have no further right to
examine such records with respect to such Statement.

     Section 23.07. A. Owner, upon timely request of tenants in the Building
occupying at least 500,000 rentable square feet, will make appropriate protest
of any proposed real estate tax assessment for any fiscal tax year subsequent to
the fiscal tax year during which the Commencement Date shall occur or will
institute proceedings seeking to reduce any such assessment and use reasonable
efforts to effect a reduction of such proposed assessment, provided, however,
that (i) as a condition of Owner's obligation to make such protest or institute
such proceedings. Tenant shall agree, in writing, to assume the entire cost of
such protest or proceedings, including reasonable counsel fees (to the extent
that such cost is not recoverable by Owner from other tenants in the Building
pursuant to the provisions of the respective leases of such tenants, in the
event of any question as to whether any such cost is so recoverable from other
tenants in the Building, the certification of the Certified Public Accountant
employed by Owner shall be deemed conclusive with respect to such question) and
to pay such cost to Owner, upon demand, as additional rent, and (ii) the method
and manner of conducting such protest or proceeding, including the selection of
counsel, shall be solely within the judgment of Owner, and (iii) Owner may
cancel, discontinue or settle such protest or proceedings, if, in Owner's
reasonable judgment, such cancellation, discontinuance or settlement is deemed
advisable.

     B. Owner agrees that if Owner shall in any other lease in the Building
afford to a tenant thereunder greater rights than are provided in subsection A
of this Section, then such subsection A shall be deemed modified to include such
greater rights, and upon request of Tenant. Owner and Tenant shall enter into an
agreement, in form reasonably satisfactory to Owner, modifying such subsection A
of this Section to incorporate such greater rights. Owner will notify Tenant if
Owner enters in any such lease with greater rights.
<PAGE>

                                      41

     C. If any other leases in the Building contain provisions similar to those
contained in subsection A of this Section obligating the tenants thereunder to
assume the costs of any such protests or proceedings referred to therein, then
any such costs shall be equitably apportioned among Tenant and any such other
tenants making a similar request on the basis of the square footage then leased
to Tenant and such other tenants.

     Section 23.08. The obligations of Owner and Tenant under the provisions of
this Article with respect to any increase in the Fixed Rent, or any credit to
which Tenant may be entitled shall survive the expiration or any sooner
termination of the Demised Term. All sums payable by Tenant under this Article
shall be collectible by Owner in the same manner as Fixed Rent.

                                  ARTICLE 24

                                   No Waiver

     Section 24.01. Neither any option granted to Tenant in this Lease or in any
collateral instrument to renew or extend the Demised Term, nor the exercise of
any such option by Tenant, shall prevent Owner from exercising any option or
right granted or reserved to Owner in this Lease or in any collateral instrument
or which Owner may have by virtue of any law, to terminate this Lease and the
Demised Term or any renewal or extension of the Demised Term either during the
original Demised Term or during the renewed or extended term. Any termination of
this Lease and the Demised Term shall serve to terminate any such renewal or
extension of the Demised Term and any right of Tenant to any such renewal or
extension, whether or not Tenant shall have exercised any such option to renew
or extend the Demised Term. Any such option or right on the part of Owner to
terminate this Lease shall continue during any extension or renewal of the
Demised Term. No option granted to Tenant to renew or extend the Demised Term
shall be deemed to give Tenant any further option to renew or extend.

     Section 24.02. No act or thing done by Owner or Owner's agents during the
Demised Term shall constitute a valid acceptance of a surrender of the Demised
Premises or any remaining portion of the Demised Term except a written
instrument accepting such surrender, executed by Owner. No employee of Owner or
of Owner's agents shall have any authority to accept the keys of the Demised
Premises prior to the termination of this Lease and the Demised Term, and the
delivery of such keys to any such employee shall not operate as a termination of
this Lease or a surrender of the Demised Premises; however, if Tenant desires to
have Owner sublet the Demised Premises for Tenant's account. Owner or Owner's
agents are authorized to receive said keys for such purposes without releasing
Tenant from any of its obligations under this Lease, and Tenant hereby relieves
Owner of any liability for loss of, or damage to, any of Tenant's property or
other effects in connection with such subletting. The failure of Owner or Tenant
to seek redress for breach or violation of, or to insist upon the strict
performance of, any term, covenant or condition of this Lease on the other
party's part to be observed or performed, shall not prevent a subsequent act or
omission which would have originally constituted a breach or violation of any
such term, covenant or condition from having all the force and effect of an
original breach or violation. The receipt by Owner of rent or payment by Tenant
with knowledge of the breach or violation by Tenant or Owner as the case may be,
of any term, covenant or condition of this Lease on the other party's part to be
observed or performed shall not be deemed a waiver of such breach or violation.
Owner's failure to enforce any Building Rule against Tenant or against any other
tenant or occupant of the Building shall not be deemed a waiver of any such
Building Rule. No provision of this Lease shall be deemed to have been waived by
Owner or Tenant unless such waiver shall be set forth in a written instrument
executed by Owner and Tenant. No payment by Tenant or receipt by Owner of a
lesser amount than the aggregate of all Fixed Rent and additional rent then due
under this Lease shall be deemed to be other than an account of the first
accruing of all such items of Fixed Rent and additional rent then due, no
endorsement or statement on any check and no letter accompanying any check or
other rent payment in any such lessor amount and no acceptance of any such check
or other such payment by Owner shall constitute an accord and satisfaction, and
Owner may accept any such check or payment without prejudice to Owner's right to
recover the balance of such rent or to pursue any other legal remedy.
<PAGE>

                                      42

                                  ARTICLE 25

                        Mutual Waiver of Trial by Jury

     Section 25.01. Owner and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by Owner or Tenant against the other on any
matter whatsoever arising out of or in any way connected with this Lease, the
relationship of landlord and tenant, the use or occupancy of the Demised
Premises by Tenant or any person claiming through or under Tenant, any claim of
injury or damage, and any emergency or other statutory remedy, however, the
foregoing waiver shall not apply to any action for personal injury or property
damage. The provisions of the foregoing sentence shall survive the expiration or
any sooner termination of the Demised Term. If Owner commences any summary
proceeding for non-payment of rent, Tenant agrees not to interpose any non-
compulsory counterclaim of whatever nature or description in any such
proceeding.


                                  ARTICLE 26

                             Inability to Perform

     Section 26.01. If, by reason of strikes or other labor disputes, fire or
other casualty (or reasonable delays in adjustment of insurance), accidents,
orders or regulations of any Federal, State, County or Municipal authority, or
any other cause beyond Owner's reasonable control, whether or not such other
cause shall be similar in nature to those hereinbefore enumerated, Owner is
unable to furnish or is delayed in furnishing any utility or service required to
be furnished by Owner under the provisions of Article 29 or any other Article of
this Lease or any collateral instrument, or is unable to perform or make or is
delayed in performing or making any installations, decorations, repairs,
alterations, additions or improvements, whether or not required to be performed
or made under this Lease or under any collateral instrument, or is unable to
fulfill or is delayed in fulfilling any of Owner's other obligations under this
Lease or any collateral instrument, no such inability or delay shall constitute
an actual or constructive eviction, in whole or in part, or entitle Tenant to
any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner or its agents
by reason of inconvenience or annoyance to Tenant, or injury to or interruption
of Tenant's business, or otherwise.

                                  ARTICLE 27

                                    Notices

     Section 27.01. Except as otherwise expressly provided in this Lease, any
bills, statements, notices, demands, requests or other communications given or
required to be given under this Lease shall be effective only if rendered or
given in writing, sent by registered or certified mail (return receipt requested
optional), addressed (a) to Tenant (i) at Tenant's address set forth in this
Lease if mailed prior to Tenant's taking possession of the Demised Premises for
the conduct of its business, or (ii) at the Building if mailed subsequent to
Tenant's taking possession of the Demised Premises for the conduct of its
business, or (iii) at any place where Tenant or any agent or employee of Tenant
may be found if mailed subsequent to Tenant's vacating, deserting, abandoning or
surrendering the Demised Premises, and, except in the case of bills and
statements, with a copy to Davis & Gilbert, 850 Third Avenue, New York, New York
10022, Attn. Real Estate Partner, or (b) to Owner at Owner's address set forth
in this Lease, with a copy to Goldfarb & Fleece, 345 Park Avenue, New York, New
York 10154 or (c) addressed to such other address as either Owner or Tenant may
designate as its new address for such purpose by notice given to the other in
accordance with the provisions of this Section. Any such bill, statement,
notice, demand, request or other communication shall be deemed to have been
rendered or given on the date when it shall have been mailed as provided in this
Section.


                                  ARTICLE 28

                              Partnership Tenant

     Section 28.01. If Tenant is a partnership (or is comprised of two (2) or
more persons, individually and as co-partners of a partnership) or if Tenant's
interest in this Lease shall be assigned to a partnership (or to two (2) or more
persons, individually and as co-partners of a partnership) pursuant to Article
11 (any such partnership and
<PAGE>

                                      43

such persons are referred to in this Section as "Partnership Tenant"), the
following provisions of this Section shall apply to such Partnership Tenant: (i)
the liability of each of the persons comprising Partnership Tenant shall be
joint and several, individually and as a partner, and (ii) each of the persons
comprising Partnership Tenant, whether or not such person shall be one of the
persons comprising Tenant at the time in question, hereby consents in advance
to, and agrees to be bound by, any written instrument which may hereafter be
executed, changing, modifying or discharging this Lease, in whole or in part, or
surrendering all or any part of the Demised Premises to Owner, and by any
notices, demands, requests or other communications which may hereafter be given
by Partnership Tenant or by any of the persons comprising Partnership Tenant,
and (iii) any bills, statements, notices, demands, requests or other
communications given or rendered to Partnership Tenant or to any of the persons
comprising Partnership Tenant shall be deemed given or rendered to Partnership
Tenant and to all such persons and shall be binding upon Partnership Tenant and
all such persons, and (iv) if Partnership Tenant shall admit new partners, all
of such new partners shall, by their admission to Partnership Tenant, be deemed
to have assumed performance of all of the terms, covenants and conditions of
this Lease on Tenant's part to be observed and performed, and shall be liable
for such performance, together with all other parties, jointly or severally,
individually and as a partner, and (v) Partnership Tenant shall give prompt
notice to Owner of the admission of any such new partners, and, upon demand of
Owner, shall cause each such new partner to execute and deliver to Owner an
agreement, in form satisfactory to Owner, wherein each such new partner shall so
assume performance of all of the terms, covenants and conditions of this Lease
on Tenant's part to be observed and performed (but neither Owner's failure to
request any such agreement nor the failure of any such new partner to execute or
deliver any such agreement to Owner shall vitiate the provisions of subdivision
(iv) of this Section).

                                  ARTICLE 29

                            Utilities and Services

     Section 29.01. Owner, at Owner's expense, shall furnish necessary passenger
elevator facilities on business days from 8:00 A.M. to 8:00 P.M. and shall have
an adequate number of passenger elevators subject to call at all other times.
Owner, at Owner's expense, shall furnish adequate freight elevator facilities on
business days from 8:00 a.m. to 6:00 p.m. subject to such reasonable rules as
Owner may adopt for the use of any freight elevator. Owner agrees to provide
such facility by designating the freight elevator shown as SE 2 on the plans
referred to in Schedule E for the exclusive use of Tenant during the days and
hours set forth above for freight elevators, provided, however, that Owner shall
have the right to use such freight elevator SE 2 for its own use or the use of
other tenants in the Building as and when necessary in Owner's reasonable
opinion and provided, further, that Owner shall not have such right in the event
that such use by Owner will result in an unreasonable diminution of the freight
elevator facilities to be provided to Tenant under the provisions of this
Section. Owner shall maintain and operate such freight elevator SE 2 at Tenant's
sole cost and expense and any such costs and expenses shall be paid by Tenant as
additional rent under this Lease. Tenant acknowledges that Tenant shall not
have the use of any other freight elevator in the Building, provided, however,
Tenant shall have the right to use the Building's other freight elevator,
together with Owner's own use and the use of other tenants in the Building,
during such periods that Owner shall be using freight elevator SE2 for its own
use or the use of other tenants in the Building or during periods when freight
elevator SE2 is not operational. At any time or times all or any of the
elevators in the Building may, at Owner's option, be automatic elevators, and
Owner shall not be required to furnish any operator service for automatic
elevators. If Owner shall, at any time, elect to furnish operator service for
any automatic elevators, Owner shall have the right to discontinue furnishing
such service with the same effect as if Owner had never elected to furnish such
service. Owner agrees that Owner shall not designate any of the passenger
elevators serving the Demised Premises for the exclusive use by any other tenant
of the Building, except for one (1) elevator serving the second (2nd) elevator
bank.

     Section 29.02. Owner, at Owner's expense (subject to the provisions of this
Section and Section 29.04), shall furnish and distribute to the Demised Premises
through the Building heating, ventilating and air conditioning (referred to as
"HVAC") systems, when required for the comfortable occupancy of the Demised
Premises, heated, cooled and outside air, at reasonable temperatures, pressures
and degrees of humidity and in reasonable volumes and velocities, on a year
round basis, from 8:00 a.m. to 8:00 p.m. on business days. Tenant understands
however that the equipment which will be employed in distributing air will be
connected to Tenant's electric meter and Tenant shall be responsible for payment
of all electricity consumed by such equipment. Notwithstanding the




<PAGE>

                                      44

foregoing provisions of this Section, Owner shall not be responsible if the
normal operation of the HVAC systems shall fail to provide conditioned air at
reasonable temperatures, pressures or degrees of humidity or in reasonable
volumes or velocities in any portions of the Demised Premises (a) which shall
have an electrical load in excess of four (4) watts per square foot of usable
area for all purposes (including lighting and power), or which shall have a
human occupancy factor in excess of one person per 100 square feet of usable
area (the average electrical load and human occupancy factors for which the HVAC
systems have been designed) or (b) because of any rearrangement of partitioning
or other Alterations made or performed by or on behalf of Tenant or any person
claiming through or under Tenant. Notwithstanding such design of the HVAC
systems, Tenant acknowledges that Owner's Initial Construction shall provide for
an electrical load in the Demised Premises which shall conform to the New York
State Energy Conservation Construction Code, and which accordingly may be less
than four (4) watts per square foot of usable area for all purposes (including
lighting and power.) Whenever said HVAC systems are in operation, Tenant agrees
to cause all the windows in the Demised Premises to be kept closed and to cause
the venetian blinds in the Demised Premises to be kept closed if necessary
because of the position of the sun. Tenant agrees to cause all the windows in
the Demised Premises to be closed whenever the Demised Premises are not
occupied. Tenant shall cooperate fully with Owner at all times and abide by all
reasonable regulations and requirements which Owner may reasonably prescribe for
the proper functioning and protection of the Building HVAC systems.

     Section 29.03. A. Provided Tenant shall keep the Demised Premises in order,
Owner, at Owner's expense, shall cause the office areas of the Demised Premises
to be cleaned substantially in accordance with the standards set forth in
Schedule C, all of the terms, covenants and conditions of which are incorporated
in this Lease by reference and shall be deemed a part of this Lease, as though
fully set forth in the body of this Lease and shall cause Tenant's ordinary
office waste paper refuse to be removed. Tenant acknowledges that Owner's
obligation to cause the office areas of the Demised Premises to be cleaned
excludes any portions of the Demised Premises not used as office areas (e.g.,
storage, mail and computer areas, private lavatories and areas used for the
storage, preparation, service or consumption of food or beverages). Tenant shall
pay Owner at Building standard rates or, if there are no such rates, at
reasonable rates, for the removal of any of the Tenant's refuse or rubbish other
than ordinary office waste paper refuse, from the Building, and Tenant, at
Tenant's expense, shall cause all portions of the Demised Premises not used as
office areas to be cleaned daily in a manner reasonably satisfactory to Owner.
Tenant also shall cause all portions of the Demised Premises used for the
storage, preparation, service or consumption of food or beverages to be
exterminated against infestation by vermin, roaches or rodents regularly and, in
addition, whenever there shall be evidence of any infestation. Tenant shall
contract independently with Owner or its cleaning services contractor for the
removal of such other refuse and rubbish and for cleaning services in addition
to those furnished by Owner and for the purpose of providing extermination
services required to be performed by Tenant. Notwithstanding the foregoing
provisions of this Subsection A, in the event the Building shall no longer be
owned or managed by a Rudin (as defined in Section 31.07) Tenant shall have the
right to receive competitive bids for such cleaning services in addition to
those furnished by Owner and to employ the lowest bidder to provide such
additional services subject, however, to the right of Owner or its cleaning
services contractor to match such lowest bid.

     B. Tenant acknowledges and is aware that the cleaning services required to
be furnished by Owner pursuant to this Section may be furnished by a contractor
or contractors employed by Owner and agrees that Owner shall not be deemed in
default of any of its obligations under this Section 29.03 unless such default
shall continued for an unreasonable period of time after notice from Tenant to
Owner setting forth the specific nature of such default.

     Section 29.04. A. Tenant shall make arrangements to supply all electricity
in the Demised Premises, including, but not limited to, electricity to serve the
air-conditioning and ventilation equipment and hot water heater to be installed
by Owner as part of Owner's Initial Construction, by contracting directly with
the public utility corporation furnishing electricity to the Building and shall
pay said utility corporation for all current consumed in or about the Demised
Premises. In connection with the purchase of electric energy by Tenant, Owner
shall install on each floor comprising the Demised Premises a meter pan for one
meter which measures both demand and consumption. Tenant shall arrange with such
public utility corporation for the installation, at Tenant's sole cost and
expense, of such meters. Owner shall supply electricity to be used for the
Building peripheral heating system, public elevators and escalators, the
lighting for public stairs and other public areas,

<PAGE>
                                      45

Building and standard exit signs initially installed by Owner and elevator
directional signs serving the Demised Premises.

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

     C. Owner represents that the electrical feeder or riser capacity serving
the Demised Premises on the Commencement Date shall provide for an electrical
load of six (6) watts per square foot of rentable area connected load (of which
four (4) watts shall be for power and two (2) watts shall be for lighting) other
than during any period it is prohibited from doing so by any laws, orders, rules
and/or regulations of any applicable governmental authorities (including but not
limited to the New York State Energy Conservation Construction Code), in which
event the reference to six (6) watts hereinabove set forth shall, during such
period, be decreased to the maximum number of watts per rentable square foot
which is permitted by any such laws, orders, rules and/or regulations. The
foregoing shall be exclusive of the electrical power for the Building HVAC
systems. Any additional feeders or risers to supply Tenant's additional
electrical requirements, and all other equipment proper and necessary in
connection with such feeders or risers, shall be installed by Owner upon
Tenant's request, at the sole cost and expense of Tenant, provided that, in
Owner's reasonable judgment, such additional feeders or risers are necessary and
are permissible under applicable laws and insurance regulations and the
installation of such feeders or risers will not cause permanent damage or injury
to the Building or the Demised Premises or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable alterations or repairs
to, interfere with, or disturb, other tenants or occupants of the Building.
Tenant covenants that at no time shall the use of electrical energy in the
Demised Premises exceed the capacity of the existing feeders or wiring
installations then serving the Demised Premises. Tenant shall not make or
perform or permit the making or performance of, any Alterations to wiring
installations or other electrical facilities in or serving the Demised Premises
or any additions to the business machines, office equipment or other appliances
in the Demised Premises which utilize electrical energy without the prior
consent of Owner in each instance, which consent shall not be unreasonably
withheld.

     Section 29.05. Owner, at Owner's expense shall furnish water to the Demised
Premises for ordinary lavatory, dishwasher, cleaning and drinking purposes,
subject to the provisions of this Section. If Tenant requires, uses or consumes
water for any purpose in addition to ordinary lavatory, dishwasher, cleaning and
drinking purposes, Owner may install a hot water meter and a cold water meter
and thereby measure Tenant's consumption of water for such additional purposes.
Tenant shall pay to Owner the cost of any such meters and their installation,
and Tenant shall keep any such meters and any such installation equipment in
good working order and repair, at Tenant's cost and expense. Tenant agrees to
pay for water consumed as shown on said meters and sewer charges, taxes and any
other governmental charges thereon, as and when bills are rendered. Tenant
understands that the hot water heater will be connected to Tenant's electric
meter and that Tenant shall be responsible for payment of all electricity
consumed by such equipment. For the purposes of determining the amount of any
sums required to be paid by Tenant under this Section, all hot and cold water
consumed during any period when said meters are not in good working order shall
be deemed to have been consumed at the rate of consumption of such water during
the most comparable period when such meters were in good working order.

     Section 29.06. The Fixed Rent does not reflect or include any charge to
Tenant for the furnishing or distributing of any freight elevator or HVAC
services to the Demised Premises during periods (referred to as "Overtime
Periods") other than the hours and days set forth above in this Article for the
furnishing and distributing of such services. Accordingly, if Owner shall
furnish any such freight elevator or HVAC services to the Demised Premises at
the request of Tenant during Overtime Periods. Tenant shall pay Owner for such
services an amount equal to one hundred and ten (110%) percent of the cost to
Owner of providing such services. Owner shall not be required to furnish any
such services during Overtime Periods, unless Owner has received reasonable
advance notice from Tenant requesting such services. If Tenant fails to give
Owner reasonable advance notice requesting such services during any Overtime
Periods, then, whether or not the Demised Premises are habitable during such
Periods, failure by Owner to furnish or distribute any such services during such
Periods shall not constitute an actual or constructive eviction, in whole or in
part, or entitle Tenant to any abatement or


<PAGE>

                                      46

diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Owner or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business or otherwise.

     Section 29.07. Owner reserves the right to stop the service of the HVAC,
elevator, plumbing, electrical or other mechanical systems or facilities in the
Building when necessary by reason of accident or emergency, or for repairs,
alterations, replacements or improvements, wich, in the reasonable judgment of
Owner are desirable or necessary, until said repairs, alterations, replacements
or improvements shall have been completed. The exercise of such right by Owner
shall not constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of rent, or relieve Tenant from
any of its obligations under this Lease, or impose any liability upon Owner or
its agents by reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant's business, or otherwise. Owner shall employ reasonable
diligence in attempting to restore the operation of any such system or
facilities without any obligation, however, to employ labor at overtime or other
premium pay rates, except in cases of any emergency.

     Section 29.08. Owner agrees to reserve capacity in the Building's cooling
tower for up to 100 tons of supplemental air conditioning for Tenant until
August 1st, 1988. Tenant shall give notice to Owner, on or prior to August 1,
1988, of the capacity which Tenant requires. Tenant shall pay to Owner, on or
prior to the Commencement Date, a sum equal to THREE HUNDRED SEVENTY-FIVE ($375)
DOLLARS for each ton of air conditioning connected to such cooling tower
pursuant to any such notice by Tenant to Owner. During the Demised Term, Tenant
shall pay to Owner an annual fee for providing condenser water to service such
supplemental air conditioning at the rate of FOUR HUNDRED ($400) DOLLARS per
annum per ton of such supplemental air conditioning. Such sum of FOUR HUNDRED
($400) DOLLARS, shall be increased, from time to time, to reflect any increase
in Owner's cost of providing such service and over and above Owner's cost of
providing such service during the first year of the Demised Term.

                                  ARTICLE 30

                                   Captions

     Section 30.01. The captions preceding the Articles of this Lease have been
inserted solely as a matter of convenience and such captions in no way define or
limit the scope or intent of any provisions of this Lease.

                                  ARTICLE 31

                   Miscellaneous and Severability Provisions

     Section 31.01. The term "business days" as used in this Lease shall exclude
Saturdays, Sundays and holidays, the term "Saturdays" as used in this Lease
shall exclude holidays and the term "holidays" as used in this Lease shall mean
all days observed as legal holidays by either the New York State Government or
the Federal Government.

     Section 31.02. The terms "person" and "persons" as used in this Lease shall
be deemed to include natural persons, firms, corporations, associations and any
other private or public entities, whether any of the foregoing are acting on
their own behalf or in a representative capacity.

     Section 31.03. The term "prime rate" shall mean the rate of interest
announced publicly by Citibank. N.A., or its successor, from time to time, as
Citibank, N.A.'s or such successor's base rate, or if there is no such base
rate, then the rate of interest charged by Citibank, N.A. or to its successor to
its most creditworthy customers on commercial loans having a ninety (90) day
duration.

     Section 31.04. If any term, convenient or condition of this Lease or any
application thereof shall be invalid or unenforceable, the remainder of this
Lease and any other application of such term, covenant or condition shall not be
affected thereby.

     Section 31.05. Owner agrees that without Tenant's prior consent, which
Tenant agrees not to unreasonably withhold or delay. Owner shall not waive those
rights afforded to Owner under Section 23.03 of the Ground and Development
Rights Lease which require that the landlord thereunder not in any circumstance
use or permit the


<PAGE>
                                      47

use of the Theatre (as defined therein) for the showing of motion pictures or
other entertainment, or the display of books, magazines or other publications,
featuring lurid or sex oriented subjects or the operation of a "massage" parlor
or other sex oriented activity.

     Section 31.06. Owner and Tenant agree that wherever in this Lease the other
has agreed to be reasonable with respect to their approval or consent, except
for such circumstances where this Lease has specifically set forth time periods,
the giving of such approval or consent, or the denial of the same, as the case
may be, shall not be unreasonably delayed.

     Section 31.07. Subject to the following provisions of this Section, Owner
agrees that Owner shall not permit or maintain any exhibits in the lobby of the
Building without Tenant's consent, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing provisions of this Section, Tenant
agrees that so long as the Building shall be owned or managed by Broadway 52nd
Associates or Rudin Management Co., Inc. or any of the following persons: Jack
Rudin, Lewis Rudin, Eric Rudin, Beth Rudin DeWoody, Madeleine Rudin Johnson,
William Rudin or Katherine Rudin, or any lineal descendant of any of the
foregoing persons or any trust formed for the benefit of any of the foregoing
persons including any such lineal descendants, or any firm, entity or
corporation in which any of the foregoing shall have an interest, Owner shall
not be required to obtain Tenant's consent to any such lobby exhibit (any such
person, trust, firm, entity or corporation is referred to herein as "Rudin").

     Section 31.08. So long as Owner shall maintain a directory of the lobby of
the Building, Owner shall make available to Tenant, Tenant's Proportionate Share
of the space in said directory for the listing of Tenant's name and the names of
any of the officers and employees of Tenant and any permitted occupants of the
Demised Premises. Notwithstanding the foregoing provisions of this Section.
Tenant agrees that Owner shall have the right to maintain, at its option, a
separate directory in the lobby of the Building for the listing of Tenant's name
and the names of any of the officers and employees of Tenant and any permitted
occupants of the Demised Premises.

     Section 31.09. Subject to the following provisions of this Section, Owner
agrees that, without Tenant's consent, which consent shall not be unreasonably
withheld, Owner shall not rent or permit occupancy of any portion of the
Building above the street floor level of the Building, and Tenant agrees that,
without Owner's consent, it shall not have the right to sublet all or
substantially all or any portion of the Demised Premises or permit occupancy of
all or any portion of the Demised Premises to any entity, for a primary use (i)
for the business of photographic, multilith or multigraph reproductions or
offset printing, (ii) for a retail banking trust company, depository, guarantee
or safe deposit business open to the general public, or opposed to executive,
general or administrative offices of such entity, (iii) as a retail office of a
savings bank or savings and loan association open to the general public, as
opposed to executive, general or administrative offices of such entity, (iv) by
the United States government, the City or State of New York, or any foreign
government, the United Nations or any agency or department of any of the
foregoing, (v) for a fast food restaurant, (vi) as an employment agency (other
than as an executive search firm which sees clients by appointment only), school
or vocational training center (vii) barber shop or beauty salon, or (viii) video
arcade. Tenant may, at its own cost and expense, make demand upon any tenant or
occupant of the Building for the cessation of any activity or business in
violation of the use restriction set forth in this Section, and enforce the
provisions of this Section by an action or proceeding in any court of competent
jurisdiction against any such tenant or occupant by injunction or otherwise.
Owner shall in no wise be liable or obligated to Tenant for any breach of the
foregoing restrictions by any other tenant or occupant of the Building, nor
shall any such breach in any way release or relieve Tenant of any of its
obligations hereunder. Notwithstanding the foregoing provisions of this Section.
Tenant agrees that so long as the Building shall be owned or managed by a Rudin
(as defined in Section 31.07), Owner shall not be required to obtain Tenant's
consent to Owner's renting or permitting the occupancy of any portion of the
Building above the street floor level of the Building to any of the foregoing
entities or for any of the foregoing uses.

     Section 31.10. Owner agrees that the Building shall contain a so-called
"cross-over" floor connecting the two (2) elevator banks of the Building. Tenant
acknowledges that in the event such cross-over floor shall become a part of the
Demised Premises pursuant to the provisions of this Lease that such floor may
contain such access corridors as shall be required by law or as Owner shall deem
necessary. The existence of such access corridor shall not constitute an actual
or constructive eviction in whole or in part, or entitle Tenant to any abatement
or diminution of rent or relieve Tenant of any of its obligations under this
Lease or impose any liability upon Owner

<PAGE>
                                      48

or its agents by reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant's business; or otherwise.


                                  ARTICLE 32

                              Adjacent Excavation

     Section 32.01. If an excavation shall be made upon land adjacent to the
Real Property, or shall be authorized to be made, Tenant shall afford to the
person causing or authorized to cause such excavation license to enter upon the
Demised Premises for the purpose of doing such work as said person shall deem
necessary to preserve the walls and other portions of the Building from injury
or damage and to support the same by proper foundations and no such entry shall
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of its
obligations under this Lease, or impose any liability upon Owner or said person.


                                  ARTICLE 33

                                Building Rules

     Section 33.01. Tenant shall observe faithfully, and comply strictly with,
and shall not permit the violation of the Building Rules set forth in Schedule B
annexed to and made a part of this Lease and such additional reasonable Building
Rules as Owner may, from time to time, adopt. All of the terms, covenants and
conditions of Schedule B are incorporated in this Lease by reference and shall
be deemed part of this Lease as though fully set forth in the body of this
Lease. The term "Building Rules" as used in this Lease shall include those set
forth in Schedule B and those hereafter made or adopted as provided in this
Section. In case Tenant disputes the reasonableness of any additional Building
Rule hereafter adopted by Owner, the parties hereto agree to submit the question
of the reasonableness of such Building Rule for decision to the Chairman of the
Board of Directors of the Management Division of the Real Estate Board of New
York, Inc., or its successor, or to such impartial person or persons as he may
designate, whose determination shall be final and conclusive upon Owner and
Tenant. Tenant's right to dispute the reasonableness of any additional Building
Rule shall be deemed waived unless asserted by service of a notice upon Owner
within thirty (30) days after the date upon which Owner shall give notice to
Tenant of the adoption of any such additional Building Rule. Owner shall have no
duty or obligation to enforce any Building Rule, or any term, covenant or
condition of any other lease, against any other tenant or occupant of the
Building, and Owner's failure or refusal to enforce any Building Rule or any
term, covenant or condition of any other lease against any other tenant or
occupant of the Building shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Owner or its agents by reason of inconvenience or
annoyance to Tenant, or injury to or interruption of Tenant's business, or
otherwise. Any Building Rule not enforced generally against other tenants of the
Building shall not be enforced against Tenant.

                                  ARTICLE 34

                                    Broker

     Section 34.01. Owner and Tenant represent and warrant to each other that no
broker was responsible for bringing about this Lease and this Lease was
negotiated directly between Owner and Tenant. Tenant further represents and
warrants to Owner that Peter E. Pattison and Pattison Partners (collectively
"Pattison") have acted as Tenant's consultant and Tenant agrees to compensate
Pattison for acting as such consultant. The representing party shall indemnify
the other from all loss, cost, liability, damage and expense, including, but not
limiting to, reasonable counsel fees and disbursements, arising from any breach
of the foregoing representations, warranties and agreement.
<PAGE>

                                      49

                                  ARTICLE 35

                                Tenant's Access

           Section 35.01. Owner agrees Tenant shall be entitled to access to the
Demised Premises twenty-four (24) hours per day, seven days per week, subject to
the provisions of this Lease.

                                  ARTICLE 36

                               Arbitration, Etc.

           Section 36.01. A. Any dispute with respect to the reasonability of
any failure or refusal of Owner to grant its consent or approval to any request
for such consent or approval pursuant to the provisions of Sections 3.01 or
11.03 with respect to which request Owner has agreed, in such Sections, not
unreasonably to withhold such consent or approval shall be finally determined by
arbitration in the City of New York in accordance with the following provisions
of this subsection A. Within five (5) business days next following the giving of
any notice by either party to the other stating that it wishes such dispute to
be so determined, Owner and Tenant shall each give notice to the other setting
forth the name and address of an arbitrator designated by the party giving such
notice. If either party shall fail to give notice of such designation within
said five (5) business days, the arbitrator chosen by the other side shall make
the determination alone. The two arbitrators shall designate a third arbitrator.
If the two arbitrators shall fail to agree upon the designation of a third
arbitrator within five (5) business days after the designation of the second
arbitrator, then either party may apply to the Supreme Court of the State of New
York or to any other court having jurisdiction, for the designation of such
arbitrator. All arbitrators shall be persons who shall have had at least ten
(10) years continuous experience in the business of appraising or managing real
estate or acting as real estate agents or brokers in the Borough of Manhattan,
except in the event of arbitration of a dispute under Section 3.02 such
arbitrators shall be persons who are licensed architects in the State of New
York and who shall have had at least ten (10) years continuous experience as
architects in the Borough of Manhattan. The three arbitrators shall conduct such
hearings as they deem appropriate, making their determination in writing and
giving notice to Owner and Tenant of their determination as soon as practicable,
and if possible, within five (5) business days after the designation of the
third arbitrator; the concurrence of any two of said arbitrators shall be
binding upon Owner and Tenant, or, in the event no two of the arbitrators shall
render a concurrent determination, then the determination of the third
arbitrator designated shall be binding upon Owner and Tenant.

           B.  Any dispute arising out of the application of the Operating
Expenses provisions of Article 23, which is submitted to arbitration shall be
finally determined by arbitration in the City of New York in accordance with the
rules and regulations then obtaining of the American Arbitration Association or
its successor.

           C.  Any determination in arbitration shall be final and binding upon
the parties, whether or not a judgment shall be entered in any court. In making
their determination, the arbitrators shall not subtract from, add to, or
otherwise modify any of the provisions of this Lease. Owner and Tenant may, at
their own expense, be represented by counsel and employ expert witnesses in any
such arbitration.

           D.  Any dispute with respect to the reasonability of any failure or
refusal of Owner to grant its consent or approval to any request for such
consent or approval pursuant to any of the provisions of this Lease (other than
Sections 3.01 and 11.03) with respect to which Owner has convenanted not
unreasonably to withhold such consent or approval, and any dispute arising with
respect to the application of the Tax Payment provisions of Article 23 shall be
determined by applicable legal proceedings.

           E.  If the determination of any such legal proceedings, or of any
arbitration held pursuant to the provisions of this Section with respect to
disputes arising under Sections 3.01 and 11.03, shall be adverse to Owner. Owner
shall be deemed to have granted the requested consent or approval or be bound by
any determination as to Taxes and the increases in Fixed Rent relating thereto,
but that shall be Tenant's sole remedy in such event and Owner shall not be
liable to Tenant for a breach of Owner's covenant not unreasonably to withhold
such consent or approval, or otherwise.

           F.  Each party shall pay its own counsel and expert witness fees and
expenses, if any, connection with any arbitration held pursuant to the
provisions of this Section, including the expenses and fees of any arbitrator
<PAGE>

                                       50

selected by it in accordance with the provisions of this Section, and the
parties will share all other expenses and fees of any such arbitration.



                                  ARTICLE 37

                Option to Increase or Decrease Demised Premises


          Section 37.01. Tenant shall have the option, exercisable by notice
given to Owner on or prior to April 1, 1988, to (a) lease and add to the Demised
Premises either the entire sixteenth (16th) or the entire sixteenth (16th) and
seventeenth (17th) floors of the Building or (b) eliminate from the Demised
Premises either the entire fifteenth (15th) floor or the entire fourteenth
(14th) and fifteenth (15th) floors or the entire thirteenth (13th), fourteenth
(14th) and fifteenth (15th) floors of the Building (any such full floor is
referred to individually as an "Initial Option Space"). It is understood and
agreed that time is of the essence with respect to the exercise of such option
and, if Tenant does not exercise such option on or prior to April 1, 1988, any
notice of the exercise of such option given after April 1, 1988 shall be void
and of no force or effect.


          Section 37.02. In the event that Tenant shall give timely notice to
Owner exercising such option to either lease and add to, or eliminate from, the
Demised Premises any Initial Option Space or Spaces, as the case may be, in
accordance with the foregoing provisions of this Article then, from and after
the date of the timely exercise of such option, this Lease shall be deemed
modified as follows:


          (i)   The Demised Premises shall include, or exclude, as the case may
be, the Initial Option Space in question for all purposes of, and upon and
subject to all of the terms, covenants and conditions of this Lease, except as
herein otherwise provided, and Article 1 and all other applicable provisions of
this Lease shall be deemed modified accordingly.


          (ii)  The Fixed Rents set forth in subsection 1.03 A shall be either
increased or decreased, as the case may be, with respect to each Initial Option
Space: by the appropriate amount set forth next to such Initial Option Space on
Schedule G with respect to the 1st Rent Period; by the appropriate amount set
forth next to such Initial Option Space on Schedule G with respect to the 2nd
Rent Period; by the appropriate amount set forth next to such Initial Option
Space on Schedule G with respect to the 3rd Rent Period; and by the appropriate
amount set forth next to such Initial Option Space on Schedule G with respect to
the 4th Rent Period, and the monthly installments of the Fixed Rent set forth in
subsection 1.03 B, and the sum set forth in subsection 1.03 C, shall be
increased, or decreased, as the case may be, accordingly to reflect the
foregoing;


          (iii) Tenant's Proportionate Share shall be increased, or decreased,
as the case may be, with respect to each Initial Option Space, by the
appropriate percentages set forth next to such Initial Option Space on Schedule
G.


          (iv)  The sums Eleven Million Six Hundred Eighty-Two Thousand Nine
Hundred Thirty ($11,682,930) Dollars and Six Million Six Hundred Seventy-Five
Thousand Nine Hundred Sixty ($6,675,960) Dollars set forth in subparagraph III
D, of Schedule A shall be increased, or decreased, as the case may be, with
respect to each Initial Option Space, by the appropriate amount set forth next
to such Initial Option Space on Schedule G.

          Section 37.03. Upon request of Owner or Tenant, from time to time, the
parties shall execute and deliver to the other, an instrument in form reasonably
satisfactory to Owner, stating whether or not Tenant has exercised the option
contained in the provisions of Section 37.01, and setting forth all of the
modifications to this Lease resulting from the exercise of such option; however,
neither Owner's nor Tenant's failure to request the execution of such instrument
nor Owner's nor Tenant's failure to execute and deliver such instrument shall
vitiate the foregoing provisions of this Article.
<PAGE>

                                      51

                                  ARTICLE 38

                      Additional Space; Second Additional
                       Space; and Third Additional Space

          Section 38.01. A. Owner hereby leases to Tenant and Tenant hereby
hires from Owner an entire floor of the Building, such space to be designated by
Owner as hereinafter provided (the floor so designated is referred to as the
"Additional Space"), upon all of the then executory terms, covenants and
conditions contained in this Lease (including, but not limited to, the
provisions of Article 23), except as otherwise provided in this Article, for a
term to commence in accordance with the provisions of subsection B of this
Section (subject to the provisions of subsection C of this Section), and to end
on the Expiration Date, unless sooner terminated pursuant to any of the terms,
covenants or conditions of this Lease or pursuant to law.

           B.  Owner shall give notice to Tenant designating the location of the
Additional Space which, in any event, shall be a floor of the Building which is
contiguous with the Demised Premises (for the purpose of determining contiguity
under any of the provisions of this Lease, any floor of the Demised Premises
which may have been eliminated therefrom pursuant to the provisions of Section
11.03 shall be deemed a part of the Demised Premises), and setting forth the
commencement date of the term applicable to the Additional Space (subject to the
provisions of paragraph C of this Section), which date is referred to as the
"Expected Vacancy Date", and which shall be no sooner than the date which is
four (4) years and six (6) months following the Commencement Date and no later
than the date which is six (6) years and six (6) months following the
Commencement Date. Such notice shall be given at least six (6) months prior to
the Expected Vacancy Date.

           C.  Owner agrees that all leases affecting the Additional Space with
respect to the period between the date which is four (4) years and six (6)
months following the Commencement Date and the date which is six (6) years and
six (6) months following the Commencement Date shall have the same stated
expiration date, which date shall be no later than the date which is six (6)
years and six (6) months following the Commencement Date. However,
notwithstanding the foregoing, Owner and Tenant acknowledge the possibility that
all or any of the tenants or occupants of the Additional Space may not have
vacated and surrendered all or any portions of the Additional Space to Owner by
the Expected Vacancy Date. Accordingly, notwithstanding anything to the contrary
contained in paragraph B of this Section, (a) the term of this Lease applicable
to the Additional Space shall commence (i) on the Expected Vacancy Date with
respect to those portions, if any, of the Additional Space which are vacant on
the Expected Vacancy Date, and (ii) with respect to those portions, if any, of
the Additional Space which are not vacant on the Expected Vacancy Date, on the
respective later date or dates upon which such portions of the Additional Space
become vacant and Owner gives notice to Tenant of such vacancy; (b) the
Expiration Date shall not be affected thereby; (c) the increases in the Fixed
Rent, Tenant's Proportionate Share and all other modifications of this Lease
resulting from the application of the provisions of this Section shall be
equitably adjusted to reflect the fact that all or any portions of the
Additional Space have not been leased and added to the Demised Premises on the
Expected Vacancy Date but are leased and added to the Demised Premises on a date
or dates after the Expected Vacancy Date; (d) except as set forth in this
sentence, neither the validity of this Lease nor the obligations of Tenant
under this Lease shall be affected thereby; (e) Tenant waives any rights under
Section 223-a of the Real Property Law of New York or any successor statute of
similar import to rescind this Lease and further waives the right to recover any
damages from Owner which may result from the failure of Owner to deliver
possession of all or any portions of the Additional Space on the Expected
Vacancy Date; and (f) Owner shall institute, within twenty (20) days after the
Expected Vacancy Date, possession proceedings against any tenants and occupants
who have not vacated and surrendered all or any portion of the Additional Space
and shall prosecute such proceedings to completion with reasonable diligence.

           D.  On the effective commencement date of the term applicable to the
Additional Space this Lease shall be deemed modified as follows:

               (i) The Demised Premises shall include the Additional Space
           (together with all appurtenances, fixtures, improvements, additions
           and other property attached thereto or installed therein at the
           commencement at the term applicable to the Additional Space or at any
           time during said term other than Tenant's Personal Property) for all
           purposes of this Lease;
<PAGE>

                                      52

               (ii)  The Fixed Rent shall be increased as follows: for the
        period from the effective commencement date of the term applicable to
        the Additional Space to the last day of the 1st Rent Period (in the
        event such term shall commence prior to the last day of the 1st Rent
        Period) by a sum equal to Twenty-six ($26.00) Dollars multiplied by the
        number of rentable square feet set forth on Schedule D opposite the
        floor designated by Owner as the Additional Space; commencing with the
        first day of the 2nd Rent Period (or, in the event the term applicable
        to the Additional Space shall commence during the 2nd Rent Period,
        then for the period from the commencement date of such term to the last
        day of said Period) by a sum equal to Thirty-one ($31.00) Dollars
        multiplied by the number of rentable square feet set fourth in Schedule
        D opposite the floor designated by Owner as the Additional Space; for
        the 3rd Rent Period by a sum equal to Thirty-six ($36.00) Dollars
        multiplied by the number of rentable square feet set forth in Schedule D
        opposite the floor designated by Owner as the Additional Space: and for
        the 4th Rent Period, by a sum equal to Thirty-nine ($39.00) Dollars
        multiplied by the number of rentable square feet set forth in Schedule D
        opposite the floor designated by Owner as the Additional Space; the
        amounts computed as aforesaid shall be deemed inserted in the
        appropriate columns in subsection 1.03.A.(ii) opposite the floor
        designated by Owner as the Additional Space:

               (iii) The monthly instalments of Fixed Rent set forth in
        subsection 1.03.B shall be increased

               (iv)  Tenant's Proportionate Share, as set forth in subsection E
        of Section 23.01, shall be increased by the percentage set forth in the
        column of Schedule D entitled "Tenant's Proportionate Share" opposite
        the floor designated by Owner as the Additional Space. (For example, if
        Tenant's Proportionate Share, as it may have been increased, shall then
        be 47.8% and if the percentage set forth in said column opposite the
        floor so designated by Owner shall be 3.2%, Tenant's Proportionate Share
        shall be increased to 51%).

        E.  Tenant agrees to accept the Additional Space in the condition which
shall exist at the commencement of the term applicable thereto, as is, and
agrees that Owner will not be required to make any alterations, additions,
improvements or decorations thereto in order to prepare the Additional Space for
Tenant's occupancy, except that on or about the commencement of the term
applicable to all or any portion of the Additional Space, Owner agrees to make
any repairs to such Space required to be made by Owner pursuant to the
provisions of subdivision (ii) of Section 5.02.

        F. In the event that the Additional Space has not by the effective
commencement date of the term applicable been previously prepared for use by
another occupant. Owner agrees that Tenant shall be entitled to a rent holiday
equal to a sum determined by multiplying Twenty ($20) Dollars by the number of
rentable square feet set forth on Schedule D opposite the floor designated by
Owner as the Additional Space. Said rent holiday shall be reflected by a
reduction in the monthly instalments of Fixed Rent applicable to the Additional
Space commencing with the effective commencement date applicable to the
Additional Space until such rent holiday shall be exhausted.

        Section 38.02. A. Owner hereby leases to Tenant and Tenant hereby hires
from Owner an entire floor of the Building such space to be designated by Owner
as hereinafter provided (the floor so designated is referred to as the "Second
Additional Space"), upon all the then executory terms, covenants and conditions
contained in this Lease (including, but not limited to, the provisions of
Article 23), except as otherwise provided in this Article, for a term to
commence in accordance with the provisions of subsection B of this Section
(subject to the provisions of subsection C of this Section), and to end on the
Expiration Date, unless sooner terminated pursuant to any of the terms,
covenants or conditions of this Lease or pursuant to law.

        B.  Owner shall give notice to Tenant designating the location of the
Second Additional Space which, in any event, shall be a floor of the Building
which is contiguous with the Demised Premises and setting forth the commencement
date of the term applicable to the Second Additional Space (subject to the
provisions of paragraph C of this Section), which date is referred to as the
"Second Expected Vacancy Date", and which shall be no sooner than the date
which is nine (9) years and six (6) months next following the Commencement Date
and no later than the eleventh (11th) anniversary of the Commencement Date. Such
notice shall be given at least six (6) months prior to the Second Expected
Vacancy Date.
<PAGE>

                                      53

            C.  Owner agrees that all leases affecting the Second Additional
Space with respect to the period between the date which is nine (9) years and
six (6) months next following the Commencement Date and the eleventh (11th)
anniversary of the Commencement Date shall have the same stated expiration date,
which date shall be no later than the eleventh (11th) anniversary of the
Commencement Date. However, notwithstanding the foregoing, Owner and Tenant
acknowledge the possibility that all or any of the tenants or occupants of the
Second Additional Space may not have vacated and surrendered all or any portions
of the Second Additional Space to Owner by the Second Expected Vacancy Date.
Accordingly, notwithstanding anything to the contrary contained in paragraph B
of this Section, (a) the term of this Lease applicable to the Second Additional
Space shall commence (i) on the Second Expected Vacancy Date with respect to
those portions, if any, of the Second Additional Space which are vacant on the
Second Expected Vacancy Date, and (ii) with respect to those portions, if any,
of the Second Additional Space which are not vacant on the Second Expected
Vacancy Date, on the respective later date or dates upon which such portions of
the Second Additional Space become vacant and Owner gives notice to Tenant of
such vacancy; (b) the Expiration Date shall not be affected thereby; (c) the
increases in the Fixed Rent, Tenant's Proportionate Share and all other
modifications of this Lease resulting from the application of the provisions of
this Section shall be equitably adjusted to reflect the fact that all or any
portions of the Second Additional Space have not been leased and added to the
Demised Premises on the Second Expected Vacancy Date but are leased and added to
the Demised Premises on a date or dates after the Second Expected Vacancy Date;
(d) except as set forth in this sentence, neither the validity of this Lease nor
the obligations of Tenant under this Lease shall be affected thereby; (e) Tenant
waives any rights under Section 223-a of the Real Property Law of New York or
any successor statute of similar import to rescind this Lease and further waives
the right to recover any damages from Owner which may result from the failure of
Owner to deliver possession of all or any portions of the Second Additional
Space on the Second Expected Vacancy Date; and (f) Owner shall institute, within
twenty (20) days after the Second Expected Vacancy Date, possession proceedings
against any tenants and occupants who have not vacated and surrendered all or
any portion of the Second Additional Space, and shall prosecute such proceedings
to completion with reasonable diligence.

            D.  On the effective commencement date of the term applicable to the
Second Additional Space, this Lease shall he deemed modified as follows:

                (i)   The Demised Premises shall include the Second Additional
            Space (together with all appurtenances, fixtures, improvements,
            additions and other property attached thereto or installed therein
            at the commencement of the term applicable to the Second Additional
            Space or at any time during said term, other than Tenant's Personal
            Property) for a1 purposes of this Lease;

                (ii)  The Fixed Rent shall be increased as follows: for the
            period from the effective commencement date of the term applicable
            to the Second Additional Space to the last day of the 2nd Rent
            Period (in the event such term shall commence prior to the last day
            of the 2nd Rent Period) by a sum equal to Thirty-two ($32.00)
            Dollars multiplied by the number of rentable square feet set forth
            on Schedule D opposite the floor designated by Owner as the Second
            Additional Space; commencing with the first day of the 3rd Rent
            Period (or, in the event the term applicable to the Second
            Additional Space shall commence during the 3rd Rent Period, then for
            the period from the commencement date of such term to the last day
            of said Period) by a sum equal to Thirty-Seven ($37.00) Dollars
            multiplied by the number of rentable square feet set forth in
            Schedule D opposite the floor designated by Owner as the Second
            Additional Space; and for the 4th Rent Period by a sum equal to
            Forty ($40.00) Dollars multiplied by the number of rentable square
            feet set forth in Schedule D opposite the floor designated by Owner
            as the Second Additional Space; the amounts computed as aforesaid
            shall be deemed inserted in the appropriate columns in subsection
            1.03.A.(ii) opposite the floor designated by Owner as the Second
            Additional Space;

                (iii) The monthly instalments of Fixed Rent set forth in
            subsection l.03.B. shall be increased accordingly;

                (iv)  Tenant's Proportionate Share, as set forth in subsection E
            of Section 23.01. shall be increased by the percentage set forth in
            the column of Schedule D entitled "Tenant's Proportionate Share"
            opposite the floor designated by Owner as the Second Additional
            Space.

            E.  Tenant agrees to accept the Second Additional Space in the
condition which shall exist at the commencement of the term applicable thereto,
as is, and agrees that Owner will not be required to make any
<PAGE>

                                      54

alterations, additions, improvements or decorations thereto in order to prepare
the Second Additional Space for Tenant's occupancy, except that on or about the
commencement of the term applicable to all or any portion of the Second
Additional Space Owner agrees to make any repairs to such Space required to be
made by Owner pursuant to the provisions of subdivision (ii) of Section 5.02.

          F. Owner agrees that Tenant shall not be required to pay that portion
of the Fixed Rent applicable to the Second Additional Space for the period from
the effective commencement date of the term applicable to the Second Additional
Space to and including the date one-hundred forty-three and 7/10th (143.7)
days thereafter.

          Section 38.03 A. Owner hereby leases to Tenant and Tenant hereby hires
from Owner an entire floor of the Building, such space to be designated by Owner
as hereinafter provided (the floor so designated is referred to as the "Third
Additional Space"), upon all the then executory terms, covenants and conditions
contained in this Lease (including, but not limited to, the provisions of
Article 23), except as otherwise provided in this Article, for a term to
commence in accordance with the provisions of subsection B of this Section
(subject to the provisions of subsection C of this Section), and to end on the
Expiration Date, unless sooner terminated pursuant to any of the terms,
covenants or conditions of this Lease or pursuant to law.

          B. Owner shall give notice to Tenant designating the location of the
Third Additional Space which, in any event, shall be a floor of the Building
which is contiguous with the Demised Premises and setting forth the commencement
date of the term applicable to the Third Additional Space (subject to the
provisions of paragraph C of this Section), which date is referred to as the
"Third Expected Vacancy Date", and which shall be no sooner than the date which
is fourteen (14) years and six (6) months next following the Commencement Date
and no later than the sixteenth (16th) anniversary of the Commencement Date.
Such notice shall be given at least six (6) months prior to the Third Expected
Vacancy Date.

          C. Owner agrees that all leases affecting the Third Additional Space
with respect to the period between the date which is fourteen (14) years and six
(6) months next following the Commencement Date and the sixteenth (16th)
anniversary of the Commencement Date shall have the same stated expiration date,
which date shall be no later than the sixteenth (16th) anniversary of the
Commencement Date. However, notwithstanding the foregoing, Owner and Tenant
acknowledge the possibility that all or any of the tenants or occupants of the
Third Additional Space may not have vacated and surrendered all or any portions
of the Third Additional Space to Owner by the Third Expected Vacancy Date.
Accordingly, notwithstanding anything to the contrary contained in paragraph B
of this Section, (a) the term of this Lease applicable to the Third Additional
Space shall commence (i) on the Third Expected Vacancy Date with respect to
those portions, if any, of the Third Additional Space which are vacant on the
Third Expected Vacancy Date, and (ii) with respect to those portions, if any, of
the Third Additional Space which are not vacant on the Third Expected Vacancy
Date, on the respective later date or dates upon which such portions of the
Third Additional Space become vacant and Owner gives notice to Tenant of such
vacancy; (b) the Expiration Date shall not be affected thereby; (c) the
increases in the Fixed Rent. Tenant's Proportionate Share and all other
modifications of this Lease resulting from the application of the provisions of
this Section shall be equitably adjusted to reflect the fact that all or any
portions of the Third Additional Space have not been leased and added to the
Demised Premises on the Third Expected Vacancy Date but are leased and added to
the Demised Premises on a date or dates after the Third Expected Vacancy Date;
(d) except as set forth in this sentence, neither the validity of this Lease nor
the obligations of Tenant under this Lease shall be affected thereby; (e) Tenant
waives any rights under Section 223-a of the Real Property Law of New York or
any successor statute of similar import to rescind this Lease and further waives
the right to recover any damages from Owner which may result from the failure of
Owner to deliver possession of all or any portions of the Third Additional Space
on the Third Expected Vacancy Date; and (f) Owner shall institute within twenty
(20) days after the Third Expected Vacancy Date, possession proceedings against
any tenants and occupants who have not vacated and surrendered all or any
portion of the Third Additional Space, and shall prosecute such proceedings to
completion with reasonable diligence.

          D. On the effective commencement date of the term applicable to the
Third Additional Space, this Lease shall be deemed modified as follows:

             (i) The Demised Premises shall include the Third Additional Space
          (together with all appurtenances, fixtures, improvements, additions
          and other property attached thereto or installed therein at the
<PAGE>

                                      55

         commencement of the term applicable to the Third Additional Space or at
         any time during said term, other than Tenant's Personal Property) for
         all purposes of this Lease;

             (ii)  The Fixed Rent shall be increased as follows: for the period
         from the effective commencement date of the term applicable to the
         Third Additional Space to the last day of the 3rd Rent Period (in the
         event such term shall commence prior to the last day of the 3rd Rent
         Period) by a sum equal to Thirty-eight ($38.00) Dollars multiplied by
         the number of rentable square feet set forth on Schedule D opposite the
         floor designated by Owner as the Third Additional Space; commencing
         with the first day of the 4th Rent Period (or, in the event the term
         applicable to the Third Additional Space shall commence during the 4th
         Rent Period, then for the period from the commencement date, of such
         term to the last day of said Period) by a sum equal to Forty-one
         ($41.00) Dollars multiplied by the number of rentable square feet set
         forth in Schedule D opposite the floor designated by Owner as the Third
         Additional Space; the amounts computed as aforesaid shall be deemed
         inserted in the appropriate columns in subsection 1.03.A.(ii) opposite
         the floor designated by Owner as the Third Additional Space;

             (iii) The monthly instalments of Fixed Rent set forth in subsection
         1.03.B. shall be increased accordingly;

             (iv)  Tenant's Proportionate Share, as set forth in subsection E
         of Section 23.01, shall be increased by the percentage set forth in the
         column of Schedule D entitled "Tenant's Proportionate Share" opposite
         the floor designated by Owner as the Third Additional Space.

         E. Tenant agrees to accept the Third Additional Space in the condition
which shall exist at the commencement of the term applicable thereto, as is, and
agrees that Owner will not be required to make any alterations, additions,
improvements or decorations thereto in order to prepare the Third Additional
Space for Tenant's occupancy, except that at or about the commencement of the
term applicable to all or any portion of the Third Additional Space Owner agrees
to make any repairs to such Space required to be made by Owner pursuant to the
provisions of subdivision (ii) of Section 5.02.

         F. Owner agrees that Tenant shall not be required to pay that portion
of the Fixed Rent applicable to the Third Additional Space for the period from
the effective commencement date of the term applicable to the Third Additional
Space to and including the date one-hundred thirty-four (134) days thereafter.

         Section 38.04 Upon request of Owner or Tenant, the parties shall
execute and deliver to the other, from time to time, an instrument or
instruments, in form reasonably satisfactory to Owner, setting forth all of the
modifications to this Lease resulting from the operation of the foregoing
provisions of this Article including, but not limited to, the effective
commencement date of the terms applicable to the Additional Space, Second
Additional Space and Third Additional Space; however, neither the failure of
Owner or Tenant to request the execution of any such instrument nor Owner's or
Tenants failure to execute and deliver any such instrument shall Article 38.


                                  ARTICLE 39

                         Options for Additional Space

         Section 39.01. A. Provided (a) Tenant shall not then be in default
under any of the terms, covenants or conditions of this Lease on Tenant's part
to be observed or performed beyond the applicable grace period for the curing of
any such default, and (b) Tenant (and/or any subsidiaries or affiliates of
Tenant as provided in Section 11.07) in contradistinction to subtenants or
other occupants, shall then be in occupancy of at least seventy-five (75%)
percent of the space leased to Tenant under this Lease (for the purpose of this
Article 39, any space leased to Tenant under this Lease which has been
eliminated from the Demised Premises pursuant to the provisions of Section 11.03
shall be deemed space leased to Tenant under this Lease), Tenant shall have the
option exercisable only by notice given to Owner on or prior to the date which
is eight (8) years and six (6) months next following the Commencement Date, to
lease and add to the Demised Premises an entire floor of the Building, such
space to be designated by Owner as hereinafter provided (the floor so designated
is referred to as the "First Option Additional Space"), upon all the then
executory terms, covenants and conditions contained in this Lease (including,
but not limited to, the provisions of Article 23), except as otherwise provided
in this Article, for a term to commence in
<PAGE>

                                      56

accordance with the provisions of subsection B of this Section (subject to the
provisions of subsection C of this Section), and to end on the Expiration Date,
unless sooner terminated pursuant to any of the terms, covenants or conditions
of this Lease or pursuant to law.

         B. In the event Tenant gives a timely notice to Owner, in accordance
with the provision of subsection A of this Section 39.01, exercising the option
set forth therein, Owner shall give notice to Tenant designating the location
of the First Option Additional Space and setting forth the commencement date
of the term applicable to the First Option Additional Space (subject to the
provisions ofparagraph C of this Section), which date is referred to as the
"Expected Possession Date", and which shall be no sooner than the date which is
nine (9) years and six (6) months next following the Commencement Date and no
later than the eleventh (11th) anniversary of the Commencement Date. Such
notice shall be given at least six (6) months prior to the Expected Possession
Date.

         C. Owner agrees that all leases affecting the First Option Additional
Space with respect to the period between the date which is nine (9) years and
six (6) months following the Commencement Date and the eleventh (11th)
anniversary of the Commencement Date shall have the same stated expiration date,
which date shall be no later than the eleventh (11th) anniversary of the
Commencement Date. However, notwithstanding the foregoing, Owner and Tenant
acknowledge the possibility that all or any of the tenants or occupants of the
First Option Additional Space may not have vacated and surrendered all or any
portions of the First Option Additional Space to Owner by the Expected
Possession Date. Accordingly, notwithstanding anything to the contrary contained
in paragraph B of this Section, (a) the term of this Lease applicable to the
First Option Additional Space shall commence (i) on the Expected Possession Date
with respect to those portions, if any, of the First Option Additional Space
which are vacant on the Expected Possession Date, and (ii) with respect to those
portions, if any, of the First Option Additional Space which are not vacant on
the Expected Possession Date, on the respective later date or dates upon which
such portions of the First Option Additional Space become vacant and Owner gives
notice to Tenant of such vacancy; (b) the Expiration Date shall not be affected
thereby; (c) the increases in the Fixed Rent, Tenant's Proportionate Share and
all other modifications of this Lease resulting from the application of the
provisions of this Section shall be equitably adjusted to reflect the fact that
all or any portions of the First Option Additional Space have not been leased
and added to the Demised Premises on the Expected Possession Date but are leased
and added to the Demised Premises on a date or dates after the Expected
Possession Date; (d) except as set forth in this sentence, neither the validity
of this Lease nor the obligations of Tenant under this Lease shall be affected
thereby; (e) Tenant waives any rights under Section 223-a of the Real Property
Law of New York or any successor statute of similar import to rescind this Lease
and further waives the right to recover any damages from Owner which may result
from the failure of Owner to deliver possession of all or any portions of the
First Option Additional Space on the Expected Possession Date; and (f) Owner
shall institute, within twenty (20) days after the Expected Possession Date,
possession proceedings against any tenants and occupants who have not vacated
and surrendered all or any portion of the First Option Additional Space, and
shall prosecute such proceedings to completion with reasonable diligence.

         D. On the effective commencement date of the term applicable to the
First Option Additional Space, this Lease shall be deemed modified as follows:

            (i)   The Demised Premises shall include the First Option Additional
         Space (together with all appurtenances, fixtures, improvements,
         additions and other property attached thereto or installed therein at
         the commencement of the term applicable to the First Option Additional
         Space or at any time during said term, other than Tenant's Personal
         Property) for all purposes of this Lease;

            (ii)  The Fixed Rent shall be increased as follows: for the period
         from the effective commencement date of the term applicable to the
         First Option Additional Space to the last day of the 2nd Rent Period
         (in the event such term shall commence prior to the expiration of the
         2nd Rent Period) by a sum equal to Thirty-three ($33.00) Dollars
         multiplied by the number of rentable square feet set forth on Schedule
         D opposite the floor designated by Owner as the First Option Additional
         Space; commencing with the first day of the 3rd Rent Period (or, in
         the event the term applicable to the First Option Additional Space
         shall commence during the 3rd Rent Period, then for the period from
         the commencement date of such term to the last day of said Period) by a
         sum equal to Thirty-eight ($38.00) Dollars multiplied by the number of
         rentable square feet set forth in Schedule D opposite the floor
         designated by Owner as the First Option Additional Space; and for the
         4th Rent Period by a sum equal to Forty-One ($41.00) Dollars
         multiplied by the number of rentable square

<PAGE>

                                      57

         feet set forth in Schedule D opposite the floor designated by Owner as
         the First Option Additional Space; the amounts computed as aforesaid
         shall be deemed inserted in the appropriate columns in subsection
         1.03.A.(ii) opposite the floor designated by Owner as the First Option
         Additional Space;

            (iii) The monthly instalments of Fixed Rent set forth in subsection
         l.03.B. shall be increased accordingly;

            (iv) Tenant's Proportionate Share, as set forth in subsection E
         of Section 23.01, shall be increased by the percentage set forth in the
         column of Schedule D entitled "Tenant's Proportionate Share" opposite
         the floor designated by Owner as the First Option Additional Space.

         E. Tenant agrees to accept the First Option Additional Space in the
condition which shall exist at the commencement of the term applicable thereto,
as is, and agrees that Owner will not be required to make any alterations,
additions, improvements or decorations thereto in order to prepare the First
Option Additional Space for Tenant's occupancy, except that on or about the
commencement of the term applicable to all or any portion of the First Option
Additional Space, Owner agrees to make any repairs to such Space required to be
made by Owner pursuant to the provisions of subdivision (ii) of Section 5.02.

         F. It is understood and agreed that time is of the essence with respect
to the exercise of the option set forth in subsection A of Section 39.01 and, if
Tenant does not exercise such option on or prior to the date which is eight (8)
years and six (6) months next following the Commencement Date any notice of the
exercise of such option given after the date which is eight (8) years and
six (6) months next following the Commencement Date shall be void and of no
further force or effect.

         G. Owner agrees that Tenant shall not be required to pay that portion
of the Fixed Rent applicable to the First Option, Additional Space for the
period from the effective commencement date of the term applicable to the First
Option Additional Space to and including the date one-hundred forty-three and
7/10th (143.7) days thereafter.

         Section 39.02 A. Provided (a) Tenant shall not then be in default under
any of the terms, covenants or conditions of this Lease on Tenant's part to be
observed or performed beyond any applicable grace period for the curing of any
such default, and (b) Tenant, (and/or any subsidiaries or affiliates of Tenant
as provided in Section 11.07) in contradistinction to subtenants or other
occupants, shall then be in occupancy of at least seventy-five (75%) percent of
the space leased to Tenant under this Lease. Tenant shall have the option
exercisable only by notice given to Owner on or prior to the date which is
thirteen (13) years and six (6) months next following the Commencement Date, to
lease and add to the Demised Premises an entire floor of the Building, such
space to be designated by Owner as hereinafter provided (the floor so designated
is referred to as the "Second Option Additional Space"), upon all the then
executory terms, covenants and conditions contained in this Lease (including,
but not limited to, the provisions of Article 23), except as otherwise provided
in this Article, for a term to commence in accordance with the provisions of
subsection B of this Section (subject to the provisions of subsection C of this
Section), and to end on the Expiration Date, unless sooner terminated pursuant
to any of the terms, covenants or conditions of this Lease or pursuant to law.

         B. In the event Tenant gives a timely notice to Owner, in accordance
with the provision of subsection A of this Section 39.02, exercising the option
set forth therein, Owner shall give notice to Tenant designating the location of
the Second Option Additional Space and setting forth the commencement date of
the term applicable to the Second Option Additional Space (subject to the
provisions of paragraph C of this Section), which date is referred to as the
"Second Expected Possession Date", and which shall be no sooner than the date
which is fourteen (14) years and six (6) months next following the Commencement
Date and no later than the sixteenth (16th) anniversary of the Commencement
Date. Such notice shall be given at least six (6) months prior to the Second
Expected Possession Date.

         C. Owner agrees that all leases affecting the Second Option Additional
Space with respect to the period between the date which is fourteen (14) years
and six (6) months following the Commencement Date and the sixteenth (16th)
anniversary of the Commencement Date shall have the same stated expiration date,
which date shall be no later than the sixteenth (16th) anniversary of the
Commencement Date. However, notwithstanding the foregoing, Owner and Tenant
acknowledge the possibility that all or any of the tenants or occupants of the
Second Option Additional Space may not have vacated and surrendered all or any
portions of the Second Option

<PAGE>

                                      58

Additional Space to Owner by the Second Expected Possession Date. Accordingly,
notwithstanding anything to the contrary contained in paragraph B of this
Section, (a) the term of this Lease applicable to the Second Option Additional
Space shall commence (i) on the Second Expected Possession Date with respect to
those portions, if any, of the Second Option Additional Space which are vacant
on the Second Expected Possession Date, and (ii) with respect to those portions,
if any, of the Second Option Additional Space which are not vacant on the Second
Expected Possession Date, on the respective later date or dates upon which such
portions of the Second Option Additional Space becomes vacant and Owner gives
notice to Tenant of such vacancy; (b) the Expiration Date shall not be affected
thereby; (c) the increases in the Fixed Rent, Tenant's Proportionate Share and
all other modifications of this Lease resulting from the application of the
provisions of this Section shall be equitably adjusted to reflect the fact that
all or any portions of the Second Option Additional Space have not been leased
and added to the Demised Premises on the Second Expected Possession Date but are
leased and added to the Demised Premises on a date or dates after the Second
Expected Possession Date; (d) except as set forth in this sentence, neither the
validity of this Lease nor the obligations of Tenant under this Lease shall be
affected thereby; (e) Tenant waives any rights under Section 223-a of the Real
Property Law of New York or any successor statute of similar import to rescind
this Lease and further waives the right to recover any damages from Owner which
may result from the failure of Owner to deliver possession of all or any
portions of the Second Option Additional Space on the Second Expected Possession
Date; and (f) Owner shall institute, within twenty (20) days after the Second
Expected Possession Date, possession proceedings against any tenants and
occupants who have not vacated and surrendered all or any portion of the Second
Option Additional Space, and shall prosecute such proceedings to completion with
reasonable diligence.

         D. On the effective commencement date of the term applicable to the
Second Option Additional Space, this Lease shall be deemed modified as follows:

            (i)   The Demised Premises shall include the Second Option
         Additional Space (together with all appurtenances, fixtures,
         improvements, additions and other property attached thereto or
         installed therein at the commencement of the term applicable to the
         Second Option Additional Space or at any time during said term, other
         than Tenant's Personal Property) for all purposes of this Lease;

            (ii)  The Fixed Rent shall be increased as follows: for the period
         from the effective commencement date of the term applicable to the
         Second Option Additional Space to the last day of the 3rd Rent Period
         (in the event such term shall commence prior to the expiration of the
         3rd Rent Period) by a sum equal to Thirty-nine ($39.00) Dollars
         multiplied by the number of rentable square feet set forth on Schedule
         D opposite the floor designated by Owner as the Second Optional
         Additional Space; commencing with the first day of the 4th Rent Period
         (or, in the event the term applicable to the Second Option Additional
         Space shall commence during the 4th Rent Period, then for the period
         from the commencement date of such term to the last day of said Period)
         by a sum equal to Forty-two ($42.00) Dollars multiplied by the number
         of rentable square feet set forth in Schedule D opposite the floor
         designated by Owner as the Second Option Additional Space; the amounts
         computed as aforesaid shall be deemed inserted in the appropriate
         columns in subsection l.03.A.(ii) opposite the floor designated by
         Owner as the Second Option Additional Space;

            (iii) The monthly instalments of Fixed Rent set forth in subsection
         1.03.B. shall be increased accordingly;

            (iv)  Tenant's Proportionate Share, as set forth in subsection E of
         Section 23.01, shall be increased by the percentage set forth in the
         column of Schedule D entitled "Tenant's Proportionate Share" opposite
         the floor designated by Owner as the Second Option Additional Space.

         E. Tenant agrees to accept the Second Option Additional Space in the
condition which shall exist at the commencement of the term applicable thereto,
as is, and agrees that Owner will not be required to make any alterations,
additions, improvements or decorations thereto in order to prepare the Second
Option Additional Space for Tenant's occupancy except that on or about the
commencement of the term applicable to all or any portion of the Second Option
Additional Space Owner agrees to make any repairs to such Space required to be
made by Owner pursuant to the provisions of subdivision (ii) of Section 5.02.

         F. It is understood and agreed that time is of the essence with respect
to the exercise of the option set forth in subsection A of Section 39.02
and, if Tenant does not exercise such option on or prior to the date which
is
<PAGE>

                                      59

thirteen (13) years and six (6) months next following the Commencement Date any
notice of the exercise of such option given after the date which is thirteen
(13) years and six (6) months next following the Commencement Date shall be void
and of no further force or effect.

         G. Owner agrees that Tenant shall not be required to pay that portion
of the Fixed Rent applicable to the Second Option Additional Space for the
period from the effective commencement date of the term applicable to the Second
Option Additional Space to and including the date one-hundred thirty-four (134)
days thereafter.

         Section 39.03. A. Upon request of Owner or Tenant, the parties from
time to time, will execute and deliver to the other, an instrument in form
satisfactory to Owner, stating whether or not Tenant has exercised the options
contained in the provisions of Section 39.01 and 39.02; as the case may be;
however, neither Owner's or Tenant's failure to request the execution of such
instrument nor Owner's or Tenant's failure to execute and deliver such
instrument shall vitiate the foregoing provisions of this Article.

        B.  Upon request of Owner or Tenant, the parties from time to time, will
execute and deliver to the other, instruments, in form satisfactory to Owner,
setting forth all of the modifications to this Lease resulting from the exercise
of any of such options including, but not limited to, the effective commencement
date of the term applicable to the First Option Additional Space and Second
Option Additional Space, as the case may be; however, neither Owner's or
Tenant's failure to request the execution of such instrument nor Owner's or
Tenant's failure to execute and deliver such instrument shall vitiate the
foregoing provisions of this Article.

        Section 39.04. Notwithstanding the foregoing provisions of this Article,
Owner recognizes and shares Tenant's preference to have the First Option
Additional Space and Second Option Additional Space contiguous to the other
floors containing the Demised Premises and serviced by the same elevator bank
provided, however, Tenant acknowledges that the foregoing provisions of this
Section is a recognition by Owner of Tenant's preference only and Owner shall
have no obligation to make any such Space so contiguous or served by the same
elevator bank.


                                  ARTICLE 40

                           Tenant's Renewal Options

        Section 40.01. A. Provided (a) Tenant is not then in default under any
of the terms, covenants or conditions of this Lease on Tenant's part to be
observed or performed beyond the applicable grace period for the curing of any
such default and (b) Tenant, (and/or any subsidiaries or affiliates of Tenant as
provided in Section 11.07) in contradistinction to subtenants or other
occupants, shall then be in occupancy of at least seventy-five (75%) percent of
the space leased to Tenant under this Lease (for the purposes of this Article 40
any space leased to Tenant under this Lease which has been eliminated from the
Demised Premises pursuant to the provisions of Section 11.03 shall be deemed to
be space leased to Tenant under this Lease) Tenant shall have the option to
renew this Lease and the Demised Term for a first renewal term (the "First
Renewal Term") of ten (10) years commencing on the date (the "First Renewal
Date") next following the Expiration Date fixed in this Lease pursuant to the
provisions of Article 1 (the "Original Expiration Date"), and ending, unless
sooner terminated pursuant to the terms, covenants or conditions of this Lease
or pursuant to law, on the date (the "First Extended Expiration Date") which is
the tenth (10th) anniversary date of the Original Expiration Date. If the Tenant
exercises such option in accordance with the provisions and limitations of this
Article, this Lease and the Demised Term shall be renewed for the First Renewal
Term at a Fixed Rent equal to (i) ninety-five (95%) percent of the fair market
annual rental value of all portions of the Demised Premises other than those, if
any, leased and added to the Demised Premises pursuant to the provisions of
Articles 38, 39 and 41 and one-hundred (100%) percent of the fair market annual
rental value of any portions of the Demised Premises so leased and added
thereto, as of the date between the First Renewal Notice Date (as defined in
subsection B of this Section) and the first (1st) anniversary of the First
Renewal Notice Date as of which such fair market annual rental value shall have
been determined by agreement between Owner and Tenant or by arbitration as
hereinafter provided in Section 40.05, plus (ii) such adjustment to such fair
market annual rental value as shall be determined pursuant to the provisions of
Section 40.04 (but in no event shall such Fixed Rent for the Demised Premises
for the First Renewal Term be less than the Fixed Rent in effect on the Original
Expiration Date [before giving effect to any abatement or apportionment of Fixed
Rent]); and upon all of the other then executory terms, covenants and

<PAGE>

conditions contained in this Lease (including, but not limited to, the
provisions of Article 23 of this Lease) and the Original Expiration Date shall
be deemed extended to the First Extended Expiration Date.

         B. The option set forth in subsection 40.0l.A. may only be exercised by
notice given by Tenant to Owner on or prior to the last day (referred to as the
"First Renewal Notice Date") of the calendar month in which the day immediate1y
preceding the date which is nine (9) months next following the seventeenth
(17th) anniversary of the Commencement Date shall occur. Time is of the essence
with respect to the exercise of such option. Tenant shall not have the right to
give any such notice after the First Renewal Notice Date, and any notice given
after the First Renewal Notice Date purporting to exercise such option shall
have no force and effect.

         C. Notwithstanding the exercise by Tenant of the option set forth in
subsection 40.0l.A., if Tenant is dissatisfied with the fair market annual
rental value of the Demised Premises as determined by arbitration as hereinabove
provided in Section 40.05, Tenant shall have the single right exercisable by
notice given by Tenant to Owner on or prior to the date thirty (30) days next
following such determination to cancel the exercise of such option and in the
event such right is exercised by Tenant, such option to renew the Demised Term
for the First Renewal Term, as well as the options set forth in Sections 40.02
and 40.03, shall thereupon be deemed deleted from this Lease and of no further
force and effect so that Tenant shall have no further option to extend or renew
the Demised Term and this Lease and the Demised Term shall end, unless sooner
terminated pursuant to any of the terms, covenants or conditions of this Lease
or pursuant to law, on the Original Expiration Date. Time is of the essence with
respect to the exercise of such right on or prior to the date thirty (30) days
next following the determination as aforesaid, any notice given by Tenant to
Owner after said date purporting to exercise such right shall be void and of no
force and effect and the Demised Term shall be renewed as hereinabove provided.

         Section 40.02. A. Provided (a) Tenant is not then in default under any
of the terms, covenants or conditions of this Lease on Tenant's part to be
observed or performed beyond the applicable grace period for the curing of any
such default, and (b) Tenant shall have unconditionally exercised the option for
the First Renewal Term, and (c) Tenant (and/or any subsidiaries or affiliates of
Tenants as provided in Section 11.07) in contradistinction to subtenants or
other occupants, shall then be in occupancy of at least seventy-five (75%)
percent of the space leased to Tenant under this Lease, Tenant shall have the
option to renew this Lease and the Demised Term for a second, renewal term (the
"Second Renewal Term") of ten (10) years commencing on the date (the "Second
Renewal Date") next following the First Extended Expiration Date, and ending,
unless sooner terminated pursuant to the terms, covenants or conditions of this
lease or pursuant to law, on the date (the "Second Extended Expiration Date")
which is the tenth (10th) anniversary date of the First Extended Expiration
Date. If Tenant exercises such option in accordance with the provisions and
limitations of this Article, this Lease and the Demised Term shall be renewed
for the Second Renewal Term at a Fixed Rent equal to (i) one-hundred (100%)
percent of the fair market annual rental value of the Demised Premises as of the
date between the seventh (7th) anniversary of the Original Expiration Date and
the eighth (8th) anniversary of the Original Expiration Date as of which such
fair market annual rental value shall have been determined by agreement between
Owner and Tenant or by arbitration as hereinafter provided in Section 40.05,
plus (ii) such adjustment to such fair market annual rental value as shall be
determined pursuant to the provisions of Section 40.04 (but in no event shall
such Fixed Rent for the Demised Premises for the Second Renewal Term be less
than the Fixed Rent in effect on the First Extended Expiration Date [before
giving effect to any abatement or apportionment of Fixed Rent]); and upon all of
the other then executory terms, covenants and conditions contained in this Lease
(including, but not limited to, the provisions of Article 23 of this Lease) and
the First Extended Expiration Date shall be deemed extended to the Second
Extended Expiration Date.

         B. The option set forth in subsection 40.02.A. may only be exercised
by notice given by Tenant to Owner on or prior to the seventh (7th) anniversary
date of the Original Expiration Date. Time is of the essence with respect to the
exercise of such option. Tenant shall not have the right to give any such notice
after the seventh (7th) anniversary date of the Original Expiration Date, and
any notice given after the seventh (7th) anniversary date of the Original
Expiration Date purporting to exercise such option shall have no force and
effect.

         C. Notwithstanding the exercise by Tenant of the option set forth in
subsection 40.02.A., if Tenant is dissatisfied with the fair market annual
rental value of the Demised Premises as determined by arbitration as hereinabove
provided in Section 40.05, Tenant: shall have the single right exercisable by
notice given by Tenant to Owner on or prior to the date thirty (30) days next
following such determination, to cancel the exercise of such
<PAGE>

                                      61

option and in the event such right is exercised by Tenant, such option to renew
the Demised Term for the Second Renewal Term, as well as the option set forth in
Section 40.03 shall thereupon be deemed deleted from this Lease and of no
further force and effect so that Tenant shall have no further option to extend
or renew the Demised Term and this Lease and the Demised Term shall end, unless
sooner terminated pursuant to any of the terms, covenants or conditions of this
Lease or pursuant to law, on the First Extended Expiration Date. Time is of the
essence with respect to the exercise of such right on or prior to the date
thirty (30) days next following the determination as aforesaid, any notice given
by Tenant to Owner after said date purporting to exercise such right shall be
void and of no force and effect and the Demised Term shall be renewed as
hereinabove provided.

         Section 40.03. A. Provided (a) Tenant is not then in default under any
of the terms, covenants or conditions of this Lease on Tenant's part to be
observed or performed, and (b) Tenant shall have unconditionally exercised the
option for the Second Renewal Term, and (c) Tenant, (and/or any subsidiaries or
affiliates of Tenant as provided in Section 11.07), in contradistinction to
subtenant or other occupants, shall then be in occupancy of at least seventy-
five (75%) percent of the space leased to Tenant under this Lease, Tenant shall
have the option to renew this Lease and the Demised Term for a third renewal
term (the "Third Renewal Term") of seven (7) years commencing on the date (the
"Third Renewal Date") next following the Second Extended Expiration Date, and
ending, unless sooner terminated pursuant to the terms, covenants or conditions
of this Lease or pursuant to law, on the date (the "Third Extended Expiration
Date") which is the seventh (7th) anniversary date of the Second Extended
Expiration Date. If Tenant exercises such option in accordance with the
provisions and limitations of this Article, this Lease and the Demised Term
shall be renewed for the Third Renewal Term at a Fixed Rent equal to (i) one-
hundred (100%) percent of the fair market annual rental value of the Demised
Premises as of the date between the seventh (7th) anniversary of the First
Extended Expiration Date and the eighth (8th) anniversary of the First Extended
Expiration Date as of which such fair market annual rental value shall have been
determined by agreement between Owner and Tenant or by arbitration as
hereinafter provided in Section 40.05, plus (ii) such adjustment to such fair
market annual rental value as shall be determined pursuant to the provisions of
Section 40.04 (but in no event shall such Fixed Rent for the Demised Premises
for the Third Renewal Term be less than the Fixed Rent in effect on the Second
Extended Expiration Date [before giving effect to any abatement or apportionment
or Fixed Rent]) and upon all of the other then executory terms, covenants and
conditions contained in this Lease (including, but not limited to, the
provisions of Article 23 of this Lease) and the Second Extended Expiration Date
shall be deemed extended to the Third Extended Expiration Date.

         B. The option set forth in subsection 40.03.A. may only be exercised by
notice given by Tenant to Owner on or prior to the seventh (7th) anniversary
date of the First Extended Expiration Date. Time is of the essence with respect
to the exercise of such option. Tenant shall not have the right to give any such
notice after the seventh (7th) anniversary date of the First Extended Expiration
Date, and any notice given after the seventh (7th) anniversay date of the First
Extended Expiration Date purporting to exercise such option shall have no force
and effect.

         C. Notwithstanding the exercise by Tenant of the option set forth in
subsection 40.03.A., if Tenant is dissatisfied with the fair market annual
rental value of the Demised Premises as determined by arbitration as herein-
above provided in Section 40.05, Tenant shall have the single right exercisable
by notice given by Tenant to Owner on or prior to the date thirty (30) days next
following such determination, to cancel the exercise of such option and in the
event such right is exercised by Tenant, such option to renew the Demised Term
for the Third Renewal Term shall thereupon be deemed deleted from this Lease and
of no further force and effect so that Tenant shall have no further option to
extend or renew the Demised Term and this Lease and the Demised Term shall end,
unless sooner terminated pursuant to any of the terms, covenants or conditions
of this Lease or pursuant to law, on the Second Extended Expiration Date. Time
is of the essence with respect to the exercise of such right on or prior to the
date thirty (30) days next following the determination as aforesaid, any notice
given by Tenant to Owner after said date purporting to exercise such right shall
be void and of no force and effect and the Demised Term shall be renewed as
hereinabove provided.

         Section 40.04. A. For the purposes of this subsection A, Owner and
Tenant agree that the term "Price Index" shall mean the Consumer Price Index for
Urban Wage Earners and Clerical Workers based on the United States Cities
National Monthly Average For All Group Commodities and Items, published by the
United States Department of Labor, Bureau of Labor Statistics, or a successor
substitute index. If in any calendar year during the Demised Term the 1967
average of 100 is no longer used as the basis of calculation of the Price Index,
then
<PAGE>

                                       62


     for the purposes of this subsection A, the Price index for such calendar
     year shall be recalculated as though such 1967 average of 100 were still
     the basis of calculation of the Price Index for such calendar year. In the
     event such Price Index (or a successor substitute index) is not available,
     a reliable governmental or other non-partisan publication evaluating the
     information theretofore used in determining a Price Index shall be used to
     reflect the increase in the national cost of living.

          B. After the fair market annual rental value for the Demised Premises
     shall have been determined by agreement between Owner and Tenant or by
     arbitration as hereinafter provided, such fair market annual rental value
     shall be increased by adding to such fair market annual rental value a sum
     determined by multiplying such fair market annual rental value by the
     percentage increase in the Price Index for the month in which the First
     Renewal Date, Second Renewal Date, and Third Renewal Date, as the case may
     be, shall occur above the Price Index for the month in which such fair
     market annual rental value for the Demised Premises shall have been so
     determined by agreement or by arbitration.

          Section 40.05. In the event Owner and Tenant are unable to agree as to
     the fair market annual rental value of the Demised Premises, such fair
     market annual rental value shall be determined by arbitration as follows:

               (a)  Owner and Tenant shall each appoint an arbitrator within
          thirty (30) days after notice by either party requesting arbitration
          of the issue. If either Owner or Tenant shall have failed to appoint
          an arbitrator within such period of time, then such arbitrator shall
          be appointed by the American Arbitration Association, or its
          successor, or if at such time such association is not in existence and
          has no successor, then by the Presiding Justice of the Appellate
          Division, First Department, of the Supreme Court of the State of New
          York, or any successor court, upon request of either Owner or Tenant,
          as the case may be.

               (b)  The two arbitrators appointed as above provided, shall
          select a third arbitrator and if they fail to do so within thirty (30)
          days after their appointment, such third arbitrator shall be appointed
          as above provided for the appointment of an arbitrator in the event
          either party fails to do so.

               (c)  All of such arbitrators shall be real estate appraisers or
          brokers having at least fifteen (15) years of experience in such field
          in the Borough of Manhattan, City of New York.

               (d)  The three arbitrators, selected as aforesaid, forthwith
          shall convene and render their decision as to the fair market annual
          rental value of the Demised Premises as promptly as practicable after
          the appointment of the third arbitrator but in any event such decision
          shall be rendered before the date which is ninety (90) days prior to
          (i) the first (1st) anniversary of the First Renewal Notice Date with
          respect to the option set forth in Section 40.01, (ii) the eighth
          (8th) anniversary date of the Original Expiration Date with respect to
          the option set forth in Section 40.02, and (iii) the eighth (8th)
          anniversary date of the First Extended Expiration Date with respect to
          the option set forth in Section 40.03, as the case may be. The
          decision of such arbitrators shall be in writing and the vote of the
          majority of them (or, if there be no majority decision, then the
          decision of the last appointed arbitrator) shall be the decision of
          all and binding upon Owner and Tenant, whether or not a judgment shall
          be entered in any court. Duplicate original counterparts of such
          decision shall be sent by the arbitrators to both Owner and Tenant.

               (e)  The arbitrators, in arriving at their decision, shall be
          entitled to consider all testimony and documentary evidence which may
          be presented at any hearing as well as facts and data which the
          arbitrators may discover by investigation and inquiry outside of such
          hearings. The arbitrators shall be bound by the provisions of this
          Lease, and shall not add to, subtract from or otherwise modify such
          provisions however, the differences, if any, between the escalation
          provisions employed in this Lease and those generally employed in
          other leases at the time shall be taken into account in the
          determination of fair market annual rental value. The cost and expense
          of such arbitration shall be borne equally by Owner and Tenant, except
          that each party shall pay its own counsel fees and expenses.

               (f)  The sole function of the arbitrators shall be the
          determination of the fair market annual rental value of the Demised
          Premises. Notwithstanding the findings of the arbitrators, the Fixed
          Rent during (i) the First Renewal Term shall not be less than the
          Fixed Rent in effect on the Original Expiration Date (before giving
          effect to any abatement or apportionment of Fixed Rent), (ii) the
          Second Renewal Term shall not be less than the Fixed Rent in effect on
          the First Extended Expiration Date (before giving effect to any
          abatement or apportionment of Fixed Rent), and (iii) the Third Renewal
          Term shall not be less than the Fixed Rent in
<PAGE>

                                       63

     effect on the Second Extended Expiration Date (before giving effect to any
     abatement or apportionment of Fixed Rent).

     Section 40.06. Owner shall not be required to make any alterations, perform
any work, give Tenant any credit towards work or rent holidays in connection
with the exercise by Tenant of the first, second or third renewal options set
forth in Sections 40.01, 40.02 or 40.03.

     Section 40.07. Notwithstanding anything contained to the contrary in
Sections 40.01, 40.02 or 40.03, in the event that, on the date of the exercise
of the options set forth in Section 40.01, and/or 40.02 and/or 40.03, more than
two (2) entire floors in the Building then comprising the Demised Premises are
occupied by subtenants or occupants other than Tenant (and/or any subsidiaries
or affiliates of Tenant as provided in Section 11.07) then, in such event, the
renewal options set forth in Section 40.01, and/or 40.02 and/or 40.03, as the
case may be, shall apply only to the space then occupied by Tenant (and/or any
subsidiaries or affiliates of Tenant as provided in Section 11.07), in
contradistinction to subtenants or other occupants, all references in this
Article to the Demised Premises shall relate only to such space for which Tenant
is permitted to renew this Lease pursuant to the foregoing provisions of this
Section 40.07, and (i) any determination of the fair market annual rental value
of the Demised Premises pursuant to the provisions of this Article (ii)
reference to the Fixed Rent in effect on the Original Expiration Date and/or the
First Extended Expiration Date and/or the Second Extended Expiration Date shall
mean a detemination of the fair market annual rental value of, or the Fixed Rent
in effect with respect to (as the case may be) such space as to which this Lease
has been renewed, and Tenant's Proportionate Share (as defined in Article 23)
shall be deemed reduced in the proportion which the area of the Demised Premises
as to which this Lease has been renewed bears to the total area of the Demised
Premises as to which this Lease would have been renewed had this Section 40.07
not applied. Notwithstanding the foregoing, in the event that Tenant desires
that all such doors remain included in the Demised Premises, Tenant may so elect
when Tenant exercises the appropriate option. However, with respect to such
floors and the First Renewal Term only, the applicable renewal option shall be
at one hundred (100%) percent of fair market annual rental value.

     Section 40.08. A. Upon request of Owner or Tenant, the parties from time to
time, will execute and deliver to the other, an instrument in form reasonably
satisfactory to Owner, stating whether or not Tenant has exercised the options
contained in the provisions of Section 40.01, 40.02 and 40.03, as the case may
be, and whether or not Tenant shall have exercised or be deemed to have
exercised the rights set forth in subsection C of the relevant one of such
Sections to cancel the exercise of any such options; however, neither Owner's or
Tenant's failure to request the execution of such instrument nor Owner's or
Tenant's failure to execute and deliver such instrument shall vitiate the
foregoing provisions of this Article.

     B. Upon request of Owner or Tenant, the parties from time to time, will
execute and deliver to the other, instruments in form reasonably satisfactory to
Owner, setting forth all of the modifications to this Lease resulting from the
exercise of any of such options or rights including, but not limited to, the
Fixed Rent during the First Renewal Term, Second Renewal Term and/or Third
Renewal Term, as the case may be; however, neither Owner's or Tenant's failure
to request the execution of such instrument nor Owner's or Tenant's failure to
execute and deliver such instrument shall vitiate the foregoing provisions of
this Article.

                                  ARTICLE 41

                     Rights For Further Additional Spaces

     Section 41.01. Provided (a) Tenant is not then in default under any of the
terms, covenants or conditions of this Lease on Tenant's part to be observed or
performed beyond the applicable grace period for the curing of any such default
(b) Tenant, (and/or any subsidiaries or affiliates of Tenant as provided in
Section 11.07) in contradistinction to subtenants or other occupants, shall then
be in occupancy of at least seventy-five (75%) percent of the space leased to
Tenant under this Lease (for the purpose of this Article 41, any space leased to
Tenant under this Lease which has been eliminated from the Demised Premises
pursuant to the provisions of Section 11.03 shall be deemed space leased to
Tenant under this Lease), Tenant shall have the option, subject to the
provisions of this Article, but only after the seventeenth (17th) anniversary of
the Commencement Date, exercisable in accordance with the provisions of Section
41.02, to lease and add to the Demised Premises any space in the Building which
becomes available for leasing during the Demised Term, as the same may be

<PAGE>

                                       64

extended pursuant to the provisions of Article 40. No such space shall be deemed
"available for leasing" if (a) the then tenant of such space, or any assignee,
subtenant or other occupant holding through or under such tenant, shall enter
into (i) any agreement with Owner extending the letting agreement affecting such
space, or (ii) any new lease with Owner affecting such space, or (b) any other
tenant in the Building or any assignee of such other tenant shall exercise any
contractual option or right which such tenant has to lease such space.
Notwithstanding the foregoing provisions of this Section 41.01, Tenant shall not
have the right to lease and add to the Demised Premises any space which becomes
available for leasing if, at the time of the exercise of such option by Tenant,
the remaining term of this Lease is less than five (5) years unless Tenant has
unconditionally exercised one of the renewal options set forth in Article 40 so
as to extend such remaining term for a period of five (5) years or more.

     Section 41.02. In the event that any such space shall become available for
leasing in accordance with the provisions of Section 41.01, Owner shall give
notice thereof to Tenant, (any such notice is referred to as an "Availability
Notice"), which Notice may be given up to eighteen (18) months prior to the date
set forth in such Notice on which such space is expected to become vacant and
available for leasing and, in such event, Tenant shall have the option,
exercisable only by notice given to Owner within thirty (30) days next following
the date of the giving of such Availability Notice to lease and add such space
to the Demised Premises; (any such space is referred to as an "Additional Option
Space"; any such date set forth in an Availability Notice is referred to as an
"Applicable Expected Vacancy Date"; and any notice given by Tenant to Owner
exercising any such option is referred to as an "Additional Option Notice"). In
the event that any Additional Option Space shall become available for leasing
sooner than the Applicable Expected Vacancy Date because of the expiration of
the term of the lease affecting such space, as opposed to the termination of
said lease prior to its original expiration date, Owner shall have the right to
accelerate the Applicable Expected Vacancy Date by not less than sixty (60) days
notice to Tenant. Any such space shall be leased and added to the Demised
Premises at an annual rental rate equal to the fair market annual rental of the
applicable Additional Option Space on the commencement date of the term
applicable thereto, as determined by agreement between Owner and Tenant or by
arbitration in accordance with the provisions of Section 41.07, except, however,
that such annual rental rate per rentable square foot shall not in any event be
less than the last annual rental rate per rentable square foot required to be
paid to Owner by the previous occupant of such space (of, if there shall be more
than one such occupant, at the last average annual rental rate per rentable
square foot required to be paid to Owner by such occupants) but such Additional
Option Space shall otherwise be leased and added to the Demised Premises upon
the same executory terms, covenants and conditions as are contained in this
Lease (including, but not limited to, the provisions of Article 23) except as
otherwise provided in this Article, adjusted to reflect (x) the number of
rentable square feet contained in the applicable Additional Option Space (as set
forth on Schedule D opposite the floor designated by Owner in the applicable
Availability Notice in the event such Space shall constitute an entire floor, or
if less than an entire floor as set forth by Owner in such Availability Notice),
and (y) that the term shall commence on the Applicable Expected Vacancy Date, as
the same may have been accelerated by Owner pursuant to the provisions of this
Section 41.02, subject however, to the provisions of Section 41.03.

     Section 41.03. Owner and Tenant acknowledge the possibility that all or any
of the tenants or occupants of any Additional Option Space may not have vacated
and surrendered all or any portions of the Additional Option Space to Owner by
the Applicable Expected Vacancy Date. Accordingly, notwithstanding anything to
the contrary contained in Sections 41.01 or 41.02 or in any Availability Notice,
(a) the term of this Lease applicable to the Additional Option Space shall
commence (i) on the Applicable Expected Vacancy Date with respect to those
portions, if any, of the Additional Option Space which are vacant on the
Applicable Expected Vacancy Date, and (ii) with respect to those portions, if
any, of the Additional Option Space which are not vacant on the Applicable
Expected Vacancy Date on the respective later date or dates upon which such
portions of the Additional Option Space become vacant and Owner gives notice to
Tenant of such vacancy; (b) the Expiration Date shall not be affected thereby;
(c) the increases in the Fixed Rent, Tenant's Proportionate Share and all other
modifications of this Lease resulting from the application of the provisions of
this Article shall be equitably adjusted to reflect the fact that all or any
portions of the Additional Option Space have not been leased and added to the
Demised Premises on the Applicable Expected Vacancy Date but are leased and
added to the Demised Premises on a date or dates after the Applicable Expected
Vacancy Date; (d) except as set forth in this sentence neither the validity of
this Lease nor the obligations of Tenant under this Lease shall be affected
thereby; (e) Tenant waives any rights under Section 233-a of the Real Property
Law of New York or any successor statute of similar import to rescind this Lease
and further waives the right to recover any damages against Owner which may
result from the failure of
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                                       65

Owner to deliver possession of all of any portions of the Additional Option
Space on the Applicable Expected Vacancy Date; and (f) Owner shall institute,
within twenty (20) days after the Applicable Expected Vacancy Date, possession
proceedings against any tenants or occupants who have not vacated and
surrendered all or any portion of the Additional Option Space, and shall
prosecute such proceedings to completion with reasonable diligence.

     Section 41.04. It is understood and agreed that time is of the essence with
respect to the exercise of any option pursuant to this Article and that if
Tenant does not exercise such option within the time limitation set forth in
Section 41.02, any notice purporting to exercise such option given after the
expiration of such time limitation shall be void and of no force and effect.

     Section 41.05. On the effective commencement date of the term applicable to
any Additional Option Space, this Lease shall be deemed modified as follows:

          (i)   The Demised Premises shall include, the Additional Option Space
     (together with all appurtenances, fixtures, improvements, additions and
     other property attached thereto or installed therein at the commencement of
     the term applicable to the Additional Option Space or at any time during
     said term, other than Tenant's Personal Property) for all purposes of this
     Lease;

          (ii)  The Fixed Rent shall be increased, for the period from the
     commencement date of the term applicable to the Additional Option Space to
     the last day of the then current term of this Lease by a sum equal to the
     annual rental rate determined as provided in Section 41.02 and the amount
     so determined shall be deemed inserted in the appropriate columns opposite
     the floor designated by Owner as the Additional Option Space in subsection
     1.03.A.(ii);

          (iii) The monthly instalments of Fixed Rent set forth in subsection
     1.03.B. shall be increased accordingly;

          (iv)  Tenant's Proportionate Share, as set forth in subsection E of
     Section 23.01, shall be increased by the percentage set forth in the column
     of Schedule D entitled "Tenant Proportionate Share" opposite the floor
     designated by Owner as the Additional Option Space (however, if the
     Additional Option Space constitutes less than an entire floor, Landlord
     shall designate the appropriate percentage in its Availability Notice).

          (v)   Notwithstanding the foregoing subdivision (iv), in the event
     that Owner, in the Availability Notice, shall advise Tenant that Owner
     proposes to employ different and/or additional escalation provisions in
     this Lease applicable only to the Additional Option Space, which different
     and/or additional escalation provisions are then being generally employed
     in other leases in comparable buildings in New York City at the time, such
     different and/or additional escalation provisions shall be incorporated in
     this Lease with respect to the Additional Option Space. In such event, such
     different and/or additional escalation provisions shall be taken into
     consideration when determining fair market annual rental value for such
     space.

     Section 41.06. Tenant agrees to accept each Additional Option Space in the
condition which shall exist on the commencement date of the term applicable
thereto, "as is", and agrees that Owner shall not be required to perform any
work or make any installations, additions, improvements or decorations thereto
in order to prepare such space for Tenant's occupancy except that on or about
the commencement of the term applicable to all or any portion of the Additional
Option Space Owner agrees to make any repairs to such Space required to be made
by Owner pursuant to subdivision (ii) of Section 5.02.

     Section 41.07. A. In the event Owner and Tenant are unable to agree as to
the fair market annual rental value of any Additional Option Space leased by
Tenant pursuant to the provisions of this Article, such fair market annual
rental value shall be determined by arbitration in the same manner as is set
forth in Section 40.05.

     B. Notwithstanding any findings of the arbitrators the annual rental rate
per square foot with respect to each Additional Option Space shall not be less
than the last annual rental rate per square foot required to be paid to Owner by
the previous occupant of such Space or, in the event there shall have been more
than one (1) such occupant, not less than the last average annual rental rate
required to be paid to Owner by such occupants.

     Section 41.08. A. Upon request of Owner or Tenant, the parties from time to
time, shall execute and deliver to the other instruments, in form reasonably
satisfactory to Owner, stating whether or not Tenant has exercised any right to
lease any Additional Option Space pursuant to the provisions of this Article.
<PAGE>

                                       66

     B. Upon the request of Owner or Tenant, the parties from time to time,
shall execute and deliver to the other, instruments, in form reasonably
satisfactory to Owner, setting forth all of the modifications to this Lease
resulting from the exercise of any such options, including, but not limited to,
the increases in the Fixed Rent resulting therefrom and any different and/or
additional escalation provisions, as provided in subdivision (v) of Section
41.05.

     C. Neither the failure of Owner or Tenant to request the execution of any
such instrument nor Owner's or Tenant's failure to execute and deliver such
instrument shall vitiate any of the provisions of this Article.

                                  ARTICLE 42

                                 Parties Bound

     Section 42.01. The terms, covenants and conditions contained in this Lease
shall bind and inure to the benefit of Owner and Tenant and, except as otherwise
provided in this Lease, their respective heirs, distributees, executors,
administrators, successors and assigns. However, the obligations of Owner under
this Lease shall no longer be binding upon Owner named herein after the sale,
assignment or transfer by Owner named herein (or upon any subsequent Owner after
the sale, assignment or transfer by such subsequent Owner) of its interest in
the Building as owner or lessee, and in the event of an such sale, assignment or
transfer, such obligations shall thereafter be binding upon the grantee,
assignee or other transferee of such interest, and any such grantee, assignee or
transferee, by accepting such interest, shall be deemed to have assumed such
obligations. Notwithstanding anything to the contrary contained in the foregoing
sentence, no such sale, assignment or transfer by Broadway 52nd Associates shall
release Broadway 52nd Associates from its obligations to perform Owner's Initial
Construction (as to such obligations set forth in this sentence there shall be
no limitation on its liability). A lease of the entire Building shall be deemed
a transfer within the meaning of the foregoing sentence. Tenant shall look
solely to the estate and interest of Owner, its successors and assigns, in the
Real Property and Building for the collection or satisfaction of any judgement
recovered against Owner based upon the breach by Owner of any of the terms,
conditions or covenants of this Lease on the part of Owner to be performed, with
the exception of any breach of Broadway 52nd Associates' obligation to perform
Owner's Initial Construction, and no other property or assets of Owner shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies under or with respect to either this Lease, the
relationship of landlord and tenant hereunder, or Tenant's use and occupancy of
the Demised Premises.

                                  ARTICLE 43

                              Memorandum Of Lease

     Section 43.01. At the request of Tenant, Owner and Tenant shall execute and
deliver to each other a short form or memorandum of this Lease for the purpose
of recording the interest of Tenant in the Demised Premises, said short form or
memorandum of lease to be in form reasonably satisfactory to Owner. In the event
the parties shall execute and deliver such short form or memorandum of lease, it
shall under no circumstances be deemed to modify or change any of the provisions
of this Lease, which provisions shall, in all instances, prevail. Tenant agrees
that following the expiration or sooner termination of this Lease Tenant shall,
at the request of Owner, execute and deliver to Owner an agreement, in
recordable form and in substance reasonably satisfactory to Owner, terminating
such memorandum of lease. In the event Tenant shall fail to execute or deliver
any such agreement within a reasonable time after Owner's request therefor,
Tenant hereby irrevocably constitutes and appoints Owner as Tenant's agent and
attorney-in-fact to execute any such agreement for or on behalf of Tenant.


                                  ARTICLE 44

                          Telecommunications Antenna

     Section 44.01 Tenant shall have the right to install a telecommunications
transmitting and receiving antenna or "dish" on the roof of the Building, the
exact location of which shall be designated by Owner, and cables connecting such
antenna or dish to equipment in the Demised Premises running through conduits,
pipes or shafts in the Building, the exact location of which shall be designated
by Owner. The foregoing installations shall be
<PAGE>

                                       67

made at Tenant's sole cost and expense and in accordance with all the provisions
of this Lease, including, but not limited to, the provisions of Article 3 and
Article 6. All of the foregoing installations shall be subject to all rights of
any mortgagees and ground lessors. Owner shall have no responsibility for the
maintenance and repair of any such installations and Tenant, at Tenant's sole
cost and expense, shall keep all said installations in good condition and make
all necessary repairs and replacements thereto and to the Building occasioned
thereby. Upon the Expiration Date or sooner termination of the Demised Term, or
if required by any applicable governmental authorities or any mortgagee or any
ground lessor. Tenant, at Tenant's sole cost and expense, shall, upon request of
Owner, remove such installations and make all repairs to the Building occasioned
by such removal. If Owner elects, however to have such installations remain in
the Demised Premises, such installations shall remain in the Demised Premises at
no cost and expense to Owner. The foregoing installations shall be subject to
such conditions with respect to such installations and the maintenance thereof
as may reasonably be imposed by Owner. At Owner's election, such installations
shall be made on behalf of Tenant by Owner or a contractor or contractors
designated by Owner in either event, at Tenant's sole cost and expense.


     In Witness Whereof, Owner and Tenant have respectively signed and sealed
this Lease as of the day and year first above written.


                                             BROADWAY 52ND ASSOCIATES


                                             By     /s/ [ILLEGIBLE]^^
                                               ----------------------------
                                                    a general partner

Witness:

/s/ [ILLEGIBLE]^^
---------------------
                                                                      Owner


                                             D'ARCY MASIUS BENTON & BOWLES, INC.


                                             By     /s/ [ILLEGIBLE]^^
                                               ---------------------------------
                                                                         Tenant

Attest:

/s/ [ILLEGIBLE]^^                                               (Corporate Seal)
----------------------
<PAGE>

                                      A-1

                                  SCHEDULE A

                         OWNER'S INITIAL CONSTRUCTION

     I. Owner agrees, at Owner's expense to perform and make the following
Building standard core work and installations in the Demised Premises, as
designated and selected by Owner:

          A.  Supply and erect exterior walls with windows and glass and
     insulation.

          B.  Supply and install venetian blind pockets at all windows.

          C.  Supply and install peripheral fin tube convectors with convector
     enclosures.

          D.  Supply and install gypsum board core wall facing space to be
     tenanted, ready for paint or wall covering.

          E.  Supply and install ceramic tile floors and ceiling high walls in
     core toilet rooms.

          F.  Supply and install gypsum board walls with wall covering finish
     in Women's Powder Rooms and Men's Vestibules of core toilet rooms.

          G.  Supply and install acoustic tile ceilings, with light fixtures in
     core toilet rooms and Women's Powder Rooms and Men's Vestibules thereof.

          H.  Supply and install plumbing waste, water and vent pipes at
     locations on each floor to be designated by Owner.

          I.  Fireproof and frame all columns.

          J.  Supply and install electric power and panel board in electric
     closet on each floor.

          K.  Supply and install air-conditioning unit on each floor where
     designated by Owner.

          L.  Supply and install sprinkler riser on each floor where designated
     by Owner.

          M.  Supply and install janitor closet and telephone closet on each
     floor where designated by Owner.

          N.  Supply and install empty sleeves, to be located in core telephone
     closets, for tenant communication and or data processing systems.

     II. A.  Owner shall complete the construction of the Building substantially
in accordance with plans and outline specifications prepared by Owner a schedule
of which is set forth on Schedule E, and the actual specifications which shall
be substantially in accordance with such outline specifications (the "Building
Plans and Specifications"). Owner may make such changes to the Building Plans
and Specifications, as Owner, in its sole discretion, deems desirable, provided
that as to any such change which (i) materially and adversely affects the
Demised Premises or the performance specifications of the Building systems
serving the Demised Premises, (ii) increases or decreases the rentable square
feet of the Demised Premises by more than five (5%) percent, (iii) reduces the
generally available height for hung ceilings in any floor of the Demised
Premises below eight feet four inches (8'4"), (iv) substantially alters the
Building core (including the location of the fan rooms) or column space, such
changes shall be subject to the approval of Tenant, which approval shall not be
unreasonably withheld or delayed. Owner may, however, substitute any materials
or equipment for those required by the Building Plans and Specifications. Upon
reasonable notice to Owner, Tenant shall have access to the Building during the
course of construction to observe the progress of such work, which access shall
be subject to such reasonable conditions as Owner may impose.

     B.  (1) In those cases where Tenant's approval for any changes from the
Building Plans and Specifications is required as provided in subparagraph II A,
Owner shall, from time to time, deliver to Tenant notice of any such changes.

         (2) Unless Tenant shall notify Owner of Tenant's disapproval of a
change from the Building Plans and Specifications for which Tenant's approval
is required within fifteen (15) days after notice to Tenant of any such
changes, Tenant shall be deemed to approve such change.
<PAGE>

                                      A-2

     (3)  Owner agrees throughout construction of the Building to keep Tenant
advised of the progress of such construction by (i) including Tenant on a
distribution list for periodic progress bulletins and (ii) meeting with Tenant
and its representatives at reasonable intervals.

     (4)  Upon completion of the Building Plans and Specifications, as well as
any changes thereto, Owner shall promptly deliver three (3) complete sets
thereof (which shall be in one-eighth (1/8") inch scale) to Tenant. For Tenant's
information only, Owner shall attempt to make available to Tenant, at Owner's
Office where practicable, samples of materials to be used in connection with
finish work to be incorporated into the Building (including the Building skin
and lobby treatment).

  III. A. Tenant shall submit to Owner a complete set of detailed architectural
plans and specifications of the work and installations which Tenant desires
Owner to perform and make on each floor of the Demised Premises (including but
not limited to, any Initial Option Space which may be added to the Demised
Premises) in accordance with the following schedule (each such set of plans and
specifications is referred to as a "Tenant's Plan") substantially in the same
order as the sequence for completion of Occupancy Units as provided in Section
1.04:

          (1)  On or prior to July 1, 1988 Tenant shall submit to Owner a
  Tenant's Plan affecting not less than twenty-five (25%) percent of the Demised
  Premises.

          (2)  On or prior to July 11, 1988, Tenant shall submit to Owner a
  Tenant's Plan affecting the next twenty-five (25%) percent of the Demised
  Premises.

          (3)  On or prior to July 20, 1988, Tenant shall submit to Owner a
  Tenant's Plan affecting the next twenty-five (25%) percent of the Demised
  Premises.

          (4)  On or prior to August 1, 1988, Tenant shall submit to Owner a
  Tenant's Plan affecting the next twenty-five (25%) percent of the Demised
  Premises.

          (5)  Notwithstanding the foregoing subdivisions (1) through (4),
  Tenant shall have the right to submit a Tenant's Plan with respect only to
  painting and other wall covering (other than any cabinet work) selections for
  the entire Demised Premises on or prior to September 1, 1988.

  B. Each Tenant's Plan shall contain, but shall not be limited to, all
designations and selections required to be made by Tenant, as well as the heat
factor, if any, of all equipment intended to be used in, and the human load
factor proposed for, each room or other area. Tenant's Plan shall designate,
subject to compliance with all laws, orders and regulations of all governmental
authorities having jurisdiction, the location of sprinkler heads and associated
piping. Tenant's Plan shall not designate any work, materials or installations
which (i) require the use of contractors of a type other than those normally
engaged by Owner in the construction of the Building, (ii) is not practical and
consistent with the physical conditions in the Building and with the plans for
the Building to be filed with the Department of Buildings of the City of New
York, (iii) will impair Owner's ability to perform any of Owner's obligations
under the provisions of this Lease, (iv) will affect any portions of the
Building other than the Demised Premises or (v) does not comply with the
provisions of Section 29.04. Tenant's Plan shall not designate and area which
shall have an electrical load in excess of 4 watts per square foot of usable
area for all purposes (including lighting and power) or which shall have a human
occupancy factor in excess of one (1) person per one hundred (100) square feet
of usable area (the average electrical load and human occupancy factors for
which the HVAC systems have been designed): Tenant acknowledges that it has been
advised that the HVAC systems serving the Building and the Demised Premises will
be designed, in accordance with the provisions of the New York State Energy
Conservation Construction Code, to maintain temperatures in the Demised Premises
as specified below, provided that (i) outside temperature is not less than
l5(degrees)F and not more than 89(degrees)F and (ii) the sources of heat in any
room or other area do not exceed (x) one (1) person for each one hundred (100)
square feet of usable area, (y) an electrical load of two (2) watts per square
foot of usable area for lighting fixtures, and (z) an electrical load of two (2)
watts per square foot of usable area for all other purposes:
<PAGE>

                                      A-3


               Outside Conditions                      Inside Conditions
               ------------------                      -----------------
Heating......  15'F or higher                      average space temperature
                                                       72'F Dry Bulb
                                                     (no humidity control)
Cooling......  89'F or lower                       average space temperature
                                                       78'F Dry Bulb
                                      (at 50% relative humidity; 65, F wet bulb)


     C.  Tenant agrees that Tenant's Plan shall be certified by a registered
architect duly licensed in the State of New York so that such Plan may be filed
with the Department of Buildings of the City of New York (the "Buildings
Department"). All engineering drawings and specifications in connection with
Tenant's Plan shall be prepared by a licensed professional engineer selected by
Owner, at Tenant's cost and expense, including, without limitation, any
engineering drawings and specifications required for computer rooms, auditorium
or similar special uses of Tenant.

     D.  Owner agrees to supply and install in the Demised Premises all of the
items set forth on Tenant's Plan. In consideration of the performance of such
work by Owner, Tenant shall pay to Owner a sum equal to the aggregate of: (i)
the amount, if any, by which (a) the actual cost and expense to Owner (referred
to as the "Construction Cost") of supplying and installing all of the items set
forth on Tenant's Plan (including, but not limited to, the cost to Owner of a
field superintendent, operating engineer, laborers, rubbish removal and
preparation of engineering drawings and specifications but excluding the cost of
insurance and watchman services) shall exceed (b) the sum of ELEVEN MILLION SIX
HUNDRED EIGHTY TWO THOUSAND NINE HUNDRED THIRTY ($11,682,930) DOLLARS, plus (ii)
ten (10%) percent of the amount (referred to as the "Resulting Sum") by which
the Construction Cost exceeds the sum of SIX MILLION SIX HUNDRED SEVENTY FIVE
THOUSAND NINE HUNDRED SIXTY ($6,675,960) DOLLARS, for office overhead; plus
(iii) an additional Ten (10%) percent of the Resulting Sum as a construction
management fee. If the sum of ELEVEN MILLION SIX HUNDRED EIGHTY TWO THOUSAND
NINE HUNDRED THIRTY ($11,682,930) DOLLARS shall be in excess of the Construction
Cost. Tenant shall not be entitled to any such excess but Tenant shall continue
to remain liable for the sums computed under subdivisions (ii) and (iii) of this
paragraph D. Any such sums due Owner shall be payable by Tenant to Owner, from
time to time, whether or not the Demised Term shall have commenced, within ten
(10) days next following the rendition of a statement therefor by Owner to
Tenant in the following manner: with respect to each floor of the Demised
Premises Owner shall first exhaust a sum equal to (x) $35.00, or, solely with
respect to the Basement Level A portion of the Demised Premises, $17.50,
multiplied by (y) the number of rentable square feet contained in such floor of
the Demised Premises or such portion of Basement Level A, as the case may be, as
set forth in Section 1.03.A (ii) and on Schedule G, and thereafter, subject to
any credit to which Tenant may be entitled by reason of the fact that the cost
of the work and installations on any other floor is less than sum determined in
the manner hereinbefore provided. Tenant shall pay any excess to Owner within
such ten (10) day period as hereinabove set forth in this sentence. Owner agrees
not to render such statements more frequently than monthly. In addition, Owner
shall furnish to Tenant a monthly statement, in sufficient detail, in Owner's
reasonable opinion, of all contributions made by Owner toward the Construction
Cost including the unit prices of any such work. Owner agrees that in computing
any cost and expense to Owner of supplying and installing the items on Tenant's
Plan. Owner shall employ the unit prices which Owner shall have received in
connection with the construction of the Building. Owner agrees that with respect
to millwork and special cabinet work only. Owner shall invite bids from at least
three (3) subcontractors (selected in consultation with Tenant) and that Tenant
shall have the right, subject to Owner's approval, not to be unreasonably
withheld or delayed, to select the subcontractor to perform such cabinet work.
As soon as any prices for any items set forth on Tenant's Plan for which Owner
has not received unit prices (with the exception of such special cabinet work
and millwork) have been negotiated, Owner shall notify Tenant thereof. Tenant
shall have a period of three (3) business days after such notification by Owner
to review such prices, and if after such review Tenant is dissatisfied with any
particular price or prices, Owner will attempt in good faith, to negotiate a
lower price or prices with the applicable contractors. Notwithstanding anything
to the contrary set forth in the immediately preceding sentence, however, the
cost and expense to Owner of supplying and installing such items shall be
computed on the basis of the prices which Owner is able to obtain in conformity
with the foregoing, notwithstanding Owner's failure to obtain a lower price or
prices with respect to any such items. Provided Tenant's Plan has been certified
by a registered architect licensed to do business in the State of New York and
<PAGE>

                                      A-4

shall have received Owner's approval, Owner shall file Tenant's Plan with the
Buildings Department and take whatever action may be reasonably necessary to
obtain all necessary approvals and permits from such Department for the work set
forth on Tenant's Plan provided, however, Tenant shall cause its architect to
prepare all papers necessary to be filed by Tenant, including without
limitation, the execution by Tenant's architect of the Building Department
application. The fees paid by Owner for any such filing shall be included within
the Construction Cost. If required by the Buildings Department or, if Owner, at
its election, shall decide to do so, Owner shall file separately for each floor
of the Demised Premises. If the Buildings Department shall reject any part of
Tenant's Plan, Tenant shall, at its sole cost and expense, cause its registered
architect or licensed professional engineer to make any changes in such plan
which may be required to obtain the Building Department approval. If the
Buildings Department shall reject any of the revisions to the Building Plans and
Specifications, Owner shall, at its sole cost and expense, cause its registered
architect or licensed professional engineer to make any changes in the Building
Plans and Specification which may be required to obtain such approval, unless
and to the extent such changes are required because of changes in Tenant's Plan,
in which event such changes shall be made at tenant's sole cost and expense. The
Plans and Specifications for the Building provide for panel boxes and
transformers on each floor of the Building capable of providing 4 watts per
usable square foot of electrical energy. Owner has agreed, subject to any laws,
orders, rules and/or regulations of any applicable governmental authorities,
including but not limited to the New York State Energy Conservation Construction
Code, to provide 6 watts of electrical energy per rentable square foot connected
load, of which 4 watts shall be for power and 2 watts shall be for lighting.
Tenant shall pay 50%, but not more than Four Thousand ($4,000) Dollars per
floor, of the additional cost required to upgrade the panel boxes and
transformers on each floor to provide the additional electrical energy referred
to and payment therefor shall be made by Tenant in accordance with the
provisions of this Schedule A.

     E.  Tenant's Plan shall be subject to Owner's approval, which Owner agrees
not unreasonably to withhold. Owner's approval of Tenant's Plan shall not,
unless expressly set forth in such approval, be deemed to authorize Tenant to
make any Alterations in or about the Demised Premises.

     F.  In the event (i) tenant, on or prior to any of the respective dates set
forth in subparagraph III, A(1) through (4), both inclusive, shall fail to
submit to Owner that portion of Tenant's Plan required to be submitted by such
date which shall have met with Owner's approval, or (ii) substantial completion
of Owner's Initial Construction shall be delayed by reason of Tenant's delays in
submitting any other plans or specifications, or in supplying information, or in
approving plans or specifications or estimates, or in giving authorizations or
by reason of any other similar acts or omissions of Tenant, then, and in any
such event, Tenant agrees to pay to Owner, as agreed liquidated damages for
Tenant's failures aforesaid, or for such delays occasioned by Tenant's acts or
omissions, as the case may be, sums equal to one (1) day's rent, for each day
that such failure or delays shall continue provided, however, Owner shall not be
entitled to any such liquidated damages for such Tenant's failures or delays in
the event that Owner's Initial Construction shall be completed on or prior to
May 1, 1989. Tenant shall also pay to Owner a sum equal to any additional cost
to Owner in completing Owner's Initial Construction resulting from any of the
foregoing failures, acts, or omissions of Tenant. Any such sums may be collected
by Owner, from time to time, upon demand, whether or not the Demised Term shall
have commenced.

     IV. The work and installations required to be performed and made by Owner
pursuant to the provisions of this Schedule shall be equal to standards adopted
by Owner for the Building. Owner's Initial Construction shall constitute a
single non-recurring obligation on the part of Owner. In the event this Lease is
renewed or extended for a further term by agreement or operation of law, Owner's
obligation to perform Owner's Initial Construction shall not apply to any such
renewal or extension.

     V.  Owner's Initial Construction shall be substantially completed prior to
the Commencement Date. At any time after such substantial completion, Owner may
enter the Demised Premises to complete unfinished details of Owner's Initial
Construction, and entry by Owner, its agents, servants, employees or contractors
for such purpose shall not constitute an actual or constructive eviction, in
whole or in part, or entitle Tenant to any abatement or diminution of rent or
relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Owner or its agents by reason of inconvenience or annoyance to
Tenant, or injury to or interruption of Tenant's business, or otherwise. The
completion of such unfinished details by Owner shall be made with reasonable
diligence and in a manner designed to minimize interference with Tenant's normal
business operations (however, Owner shall have no obligations to employ
contractors or labor at overtime or other premium pay rates).
<PAGE>

     VI.   Notwithstanding the foregoing provisions of this Schedule A, Owner
 and Tenant agree that Tenant's contractor shall perform the installation of
 Tenant's telephone and audio visual equipment. Owner shall afford access to the
 Demised Premises to Tenant's contractors, approved by Owner pursuant to the
 provisions of Article 3, at such times during the course of the work of Owner's
 Initial Construction as Owner shall reasonably determine to enable Tenant, at
 the sole risk of Tenant, to supply and install such telephone and audio visual
 equipment, provided that the same is performed in conformity with and subject
 to the provisions of Article 3. Such access shall include access to the
 construction hoists on the same terms and conditions afforded to Owner's
 contractors. Tenant shall cause its contractors to cooperate with Owner and
 Owner's contractors so that Owner's Initial Construction and any construction
 by Owner in the Building may be completed efficiently and economically. Tenant
 and Tenant's contractors will employ men and means to insure completion of any
 such Alterations by Tenant without interference with Owner's Initial
 Construction or any construction by Owner in the Building by reason of
 strikes, work stoppages or similar causes. In the event the making of any such
 Alterations by Tenant shall interfere with Owner's Initial Construction or any
 construction by Owner in the Building, Tenant, upon demand of Owner, shall
 cause its contractors and mechanics to leave the Demised Premises and the
 Building until such time as Owner, in Owner's reasonable judgment, shall
 determine that their re-entry upon the Demised Premises will not so interfere.
 The performance of such work by Tenant's contractors shall not, in and of
 itself, be deemed occupancy by Tenant of all or any part of the Demised
 Premises for the conduct of its business.

     VII.  Notwithstanding that Owner shall be performing all of the work set
forth on Tenant's Plan (except for the telephone installation referred to in
paragraph VI) if any Alterations shall be made or performed by or on
behalf of Tenant in the Demised Premises prior to the Commencement Date, Tenant
shall pay to Owner a sum equal to ten (10%) of the aggregate cost and expense to
Tenant of the installation of such Alterations (as opposed to the cost of the
equipment) as agreed reimbursement to Owner for overhead and for supervising and
coordinating the work. Any such sums shall be payable by Tenant to Owner,
whether or not the Demised Term shall have commenced, within five (5) days next
following the rendition of a statement therefor by Owner to Tenant. To assist
Owner in determining the sums so due, Tenant agrees, upon Owner's request, to
furnish Owner with copies of all contracts, statements, invoices and other
information relating to such Alterations.

     VIII. At the time that Owner shall notify Tenant of the approval of
 Tenant's Plan, such notice of approval shall state which items contained in
 Tenant's Plan, if any, will be subject to certain delays in delivery. Tenant
 may, within five (5) days after such notice from Owner, designate, subject to
 the limitations (i) through (v) set forth in subparagraph (B) of Paragraph III,
 other available items which will not be subject to delays in delivery. If
 Tenant fails to timely make such designations, Owner will have no obligation to
 supply or install the items set forth in such Owner's notice or, at Owner's
 election, Owner shall have the right to perform such items and for the purpose
 of determining whether or not Owner's Initial Construction shall have been
 substantially completed, said items set forth in such notice shall be deemed
 minor details of Owner's Initial Construction which may be performed by Owner
 after the substantial completion of, Owner's Initial Construction in accordance
 with the provisions of paragraph V of this Schedule and, accordingly, shall not
 affect the Commencement Date.
<PAGE>

                                      B-1

                                  SCHEDULE B

                                Building Rules

     1.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls of the Building shall not be obstructed or
encumbered or used for any purpose other than ingress and egress to and from the
premises demised to any tenant or occupant.

     2.   No awnings or other projections shall be attached to the outside walls
or windows of the Building without the prior consent of Landlord. Subject to the
provisions of Article 3, no curtains, blinds, shades, or screens which are
visible from outside the Demised Premises shall be attached to or hung in, or
used in connection with, any windows or door of the premises demised to any
tenant or occupant, without the prior consent of Landlord. Such awnings,
projections, curtains, blinds, shades, screens or other fixtures must be of a
quality, type, design and color, and attached in a manner, approved by landlord.

     3.   Subject to the provisions of Article 3, no sign, advertisement,
object, notice or other lettering shall be exhibited, inscribed, painted or
affixed on any part of the outside or inside of the premises demised to any
tenant or occupant or of the Building without the prior consent of Landlord,
which consent shall not be unreasonably withheld. Interior signs on doors and
directory tables, if any, shall be of a size, color and style approved by
Landlord, which approval shall not be unreasonably withheld.

     4.   The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed, nor shall any bottles, parcels, or
other articles be placed on any window sills.

     5.   No show cases or other articles shall be put in front of or affixed to
any part of the exterior ofthe Building, nor placed in the halls, corridors,
vestibules or other public parts of the Building.

     6.   The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. No tenant
shall bring or keep, or permit to be brought or kept, any inflammable,
combustible or explosive fluid, material, chemicals or substance in or about the
premises demised to such tenant (provided, however, Tenant shall have the right
to keep inflammable fluids, materials, chemicals or substances provided the same
is in compliance with the provisions of Article 6).

     7.   Subject to the provisions of Article 3, no tenant or occupant shall
mark, paint, drill into, or in any way deface any part of the Building or the
premises demised to such tenant or occupant. Subject to the provisions of
Article 3. no boring, cutting or stringing of wires shall be permitted, except
with the prior consent of Landlord, and as Landlord may reasonably direct. No
tenant or occupant shall install any resilient tile or similar floor covering in
the premises demised to such tenant or occupant except in a manner approved by
Landlord, which approval shall not be unreasonably withheld.

     8.   No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the premises demised to any tenant. Subject to the provisions
of Article 2, no cooking shall be done or permitted in the Building by any
tenant without the approval of Landlord. No tenant shall cause or permit any
unusual or objectionable odors to emanate from the premises demised to such
tenant.

     9.   No space in the Building shall be used for manufacturing, for the
storage of merchandise (other than incidental storage of samples of Tenant's
clients), or for the sale of merchandise, goods or property of any kind at
auction.

     10.  No tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with other tenants or occupants of the Building
or neighboring buildings or premises whether by the use of any musical
instrument, radio, television set or other audio device, unmusical noise,
whistling, singing, or in any other way. Nothing shall be thrown out of any
doors or windows.

     11.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows, nor shall any changes be made in 1ocks or the mechanism
thereof unless Tenant shall furnish Landlord with a key or other device
necessary to open such locks, bolts or mechanisms. Each tenant must, upon the
termination of its tenancy,
<PAGE>

                                      B-2

restore to Landlord and keep all stores, offices and toilet rooms, either
furnished to or otherwise produced by such tenant.

     12.  All removals from the Building, of the carrying in or out of the
Building or the premises demised to any tenant, of any safes, freight, furniture
or bulky matter of any description must take place at such time and in such
manner as Landlord or its agents may reasonably determine, from time to time.
Landlord reserves the right to inspect all freight to be brought into the
Building and to exclude from the Building all freight which violates any of the
Building Rules or the provisions of such tenant's lease.

     13.  Subject to the provisions of Article 2 no tenant shall use or occupy,
or permit any portion of the premises demised to such tenant to be used or
occupied, as an office for a public stenographer or typist, or as a barber or
manicure shop, or as an employment bureau. No tenant or occupant shall engage or
pay any employees in the Building, except those actually working for such tenant
or occupant in the Building, nor advertise for laborers, giving an address at
the Building.

     14.  No tenant or occupant shall purchase spring water, ice, food,
beverage, lighting maintenance, cleaning, towels, or other like service, from
any company or persons not approved by Landlord, such approval not unreasonably
to be withheld.

     15.  Landlord shall have the right to prohibit any advertising by any
tenant or occupant which, in Landlord's reasonable opinion, tends to impair the
reputation of the Building or its desirability for offices, and upon notice from
Landlord, such tenant or occupant shall refrain from or discontinue such
advertising.

     16.  Landlord reserves the right to exclude from the Building, between the
hours of 6 P.M. and 8 A.M. on business days and at all hours on Saturdays,
Sundays and holidays, all persons who do not present a pass to the Building
signed by Landlord. Landlord will furnish passes to persons for whom any tenant
requests such passes. Each tenant shall be responsible for all persons for whom
it requests such passes and shall be liable to Landlord for all acts of such
persons.

     17.  Each tenant, before closing and leaving the premises demised to such
tenant at any time, shall see that all entrance doors are locked and all windows
closed.

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

     19.  No premises shall be used, or permitted to be used, for lodging or
sleeping or for any immoral or illegal purpose.

     20.  The requirements of tenants will be attended to only upon application
at the office of Landlord. Building employees shall not be required to perform,
and shall not be requested by any tenant or occupant to perform, any work
outside of their regular duties, unless under special instructions from the
office of Landlord.

     21.  Canvassing, soliciting and peddling in the Building are prohibited and
each tenant and occupant shall cooperate tn seeking their prevention.

     22.  There shall not be used in the Building, either by any tenant or
occupant or by their agent or contractors, in the delivery or receipt of
merchandise, freight or other matter, any hand trucks or other means of
conveyance except those equipped with rubber tires, rubber side guards and such
other safeguards as Landlord may require.

     23.  If the premises demised to any tenant become infested with vermin,
such tenant, at its sole cost and expense, shall cause its premises to be
exterminated, from time to time, to the reasonable satisfaction of Landlord, and
shall employ such exterminators thereof as shall be approved by Landlord, which
approval shall not be unreasonably withheld

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

                                      B-3


     25.  No tenant shall clean, or permit to be cleaned, any window of the
Building from the outside in violation of Section 202 of the New York Labor Law
or any successor law or statute, or of the rules of the Board of Standards and
Appeals or of any other board or body having or asserting jurisdiction.

     26.  No tenant shall move, or permit to be moved, into or out of the
Building or the premises demised to such tenant, any heavy or bulky matter,
without the specific approval of Landlord which approval shall not be
unreasonably withheld. If any such matter requires special handling, only a
person holding a Master Rigger's license shall be employed to perform such
special handling. No tenant shall place, or permit to be placed, on any part of
the floor or floors of the premises demised to such tenant, a load exceeding the
floor load per square foot which such floor was designed to carry and which is
allowed by law. Landlord reserves the right to prescribe the weight and position
of safes and other heavy matter, which must be placed so as to distribute the
weight.
<PAGE>

                                      C-1


                                   SCHEDULE C

                       Cleaning Services To be Furnished
                      By Owner Pursuant To The Provisions
                                of Section 29.03

     A.   General Cleaning of Demised Premises: (unless otherwise indicated,
General Cleaning Services are to be performed nightly).

          1.   Damp mop all flooring; exclusive of carpeted areas.

          2.   Vacuum all carpeted areas and rugs; moving light furniture other
     than desks, file cabinets, etc.

           3.  Sweep any private stairways or vacuum if carpeted; spot wash as
     necessary.

           4.  Empty and wipe clean all wastepaper baskets, ash trays,
     receptacles, etc., and damp dust as necessary.

           5.  Remove waste paper and waste materials to a designated area or
     areas.

           6.  Dust and wipe clean all furniture, fixtures and telephones within
     hand-high reach, and window sills.

           7.  Damp wipe all glass furniture tops.

           8.  Dust all baseboards; spot clean and remove stains if possible.

           9.  Keep locker and slop sink rooms, if any, in clean and orderly
     condition.

          10.  Dust all chair rails, trim, etc.

          11.  Wash clean all water fountains and coolers.

          12.  Spot clean finger prints-door knobs, door jambs, elevator call
     buttons, etc.

     B.   Lavatories-Nightly:

           1.  Sweep and wash all flooring.

           2.  Wash and polish all mirrors, powder shelves, bright work, etc.,
     including flushometers, piping and toilet seat hinges.

           3.  Wash both sides of all toilet seats with disinfectant cleaner.

           4.  Wipe clean all toilet tissue, soap, towel, and sanitary napkin
     dispensers and disposal units.

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

           6.  Empty, clean and disinfect paper towel and sanitary napkin
     disposal receptacles.

           7.  Remove waste paper and refuse to a designated area or areas.

           8.  Fill toilet tissue holders, soap dispensers, towel dispensers and
     sanitary napkin dispensers (toilet tissue to be furnished by Owner or its
     contractor, other materials to be contracted by tenants).

           9.  Damp wipe all partitions, tile walls, enamel surfaces, dispensers
     and receptacles, using proper disinfectant.

     C.   Building Entrance Lobbies-Nightly:

           1.  Sweep and wash flooring.

           2.  Wash revolving door mats.

           3.  Clean all cigarette urns and replace sand as necessary (sand to
     be furnished by Owner's contractor).

           4.  Clean floors in elevator cabs, or vacuum clean if carpeted.

           5.  Dust and rub down walls, metal work and saddles in elevator
     cabs.

           6.  Dust and rub down all elevator doors, saddles, mail depository
     and lobby directories.
<PAGE>

                                      C-2

           7.  Dust and rub down all other ornamental metal doors (closets,
stairs, service elevator corridors, etc.).

      D.   High Dusting-Office Areas in Demised Premises (to be performed
approximately every three months):

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

           2.  Dust all vertical surfaces such as walls, partitions, ventilating
louvres, fresh air grilles and others not reached in nightly cleaning,
approximately every three months.

           3.  Dust exterior of all lighting fixtures.

           4.  Dust all overhead pipes, sprinklers, etc.

           5.  Damp wipe all venetian blinds.

           6.  Dust all window frames.

      E.   Periodic Cleaning-Office Areas in Demised Premises (unless otherwise
indicated):

           1.  Elevator, stairway, office and utility doors to be checked for
general cleanliness as necessary, removing fingermarks.

           2.  Dust all door louvres and other ventilating louvres within hand-
high reach weekly.

           3.  On multiple tenancy floors only: wash all stone, ceramic tile,
marble and terrazzo flooring in elevator foyers and corridors weekly and wash
and/or wax all resilient flooring in elevator foyers and corridors weekly.

           4.  On multiple tenancy floors wash all elevator, stairway, office
and utility doors as necessary, using approved cleanser.

           5.  On multiple tenancy floors, dust and clean electric fixtures and
any other fittings in public corridors as necessary; wash such fixtures,
including lenses and lamps, once every year.

           6.  Wipe clean all interior metal, as necessary.

           7.  Remove all fingermarks, smudges and other marks from metal
partitions and other surfaces, as necessary.

      F.   Lavatories in the Demised Premises-Periodic Cleaning:

           1.  Machine scrub flooring as necessary, but not less than once a
month.

           2.  Wash all partitions, tile walls, granite shelves, ceilings and
enamel surfaces once a month, using proper disinfectant when necessary.

           3.  Dust all lighting fixtures (exterior and interior) once a month:
wash such fixtures, including lenses and lamps, once every year.

           4.  Do all high dusting once a month.

      G.   Entrance Lobby:

           1.  Machine scrub flooring as necessary including, but not limited
to, stone floors.

           2.  Dust lights, globes, illuminated signs and fixtures (exterior and
interior) as often as necessary; wash such lights, globes, illuminated signs and
fixtures, including lenses and lamps, twice a year.

           3.  Dust down walls once a month.

           4.  Wash walls once a month and polish or clean once a year including
but not limited to stone walls.

           5.  Rub down metal and other high level bright work daily.

           6.  Wash and clean ceilings in elevator cabs.

           7.  Wash or polish, as required, exterior metal pan ceilings at least
twice a year.

           8.  Dust exterior metal pan ceilings.
<PAGE>

                                      C-3


           9.  Clean and maintain lobby as necessary.

      H.   Day Services-Duties of Day Porters (to be performed daily):

           1.  Police entire elevator lobby areas of Building.

           2.  Police elevator cabs.

           3.  Police men's toilet rooms, including private executive toilet
rooms.

           4.  Set out mats in elevator lobby areas of Building on rainy days;
keep mats in clean condition.

           5.  Fill toilet tissue, soap and towel dispensers (toilet tissue to
be furnished by Owner, other materials to be contracted by Tenant).

           6.  Police employees' locker rooms so that they are kept in clean
condition at all times.

           7.  Sweep and hose sidewalks, weather permitting; remove snow when
necessary.

           8.  Keep frames of entrance reception doors of Building in clean
condition.

           9.  Sweep and dust all Building stairways and fire towers; dust all
handrails, newels and stair stringers.

          10.  Exterior metal work and granite of Building entrances to be kept
in clean condition at all times.

          11.  Clean all cigarette urns in elevator lobbies only.

      I.   Day Services-Duties of Day Matron (to be performed daily):

           1.  Police ladies' rest rooms and toilet rooms, keeping them in
clean condition.

           2.  Fill toilet tissue dispensers, soap dispensers and towel
dispensers (toilet tissue to be furnished by Owner; other materials to be
contracted by tenants).

           3.  Fill sanitary napkin dispensers (product to be furnished by
Owner or contractor).

           4.  Collect coins from sanitary napkin dispensers and turn proceeds
over to Owner's duly authorized representative.

      J.   Window, Glass and Exterior Cleaning:

           1.  Clean all windows inside and outside, every six weeks subject to
delays occasioned by inclement weather; wipe drip marks from exterior and
interior metal after cleaning windows.

           2.  Clean all interior glass every six weeks.

           3.  Clean Building entrance doors once each day.

           4.  Clean Building entrance lobby glass and mirrors weekly.

           5.  Wash exterior spandrels, column covers, louvres and other
portions of exterior walls as and when directed by Owner.

           6.  Wash and clean columns to second floor as and when necessary and
as directed by Owner.

      K.   All services required to be furnished "nightly" shall be furnished
only during regular cleaning hours for the Building (generally between 6:00 P.M.
and 6:00 A.M.) on Mondays through Fridays only, exclusive of holidays as defined
in Article 29. All services required to be furnished "daily" shall be furnished
only during the hours between 8:00 A.M. and 6:00 P.M. on Mondays through Fridays
only, exclusive of holidays as defined in Article 29.

      L.   Tenant agrees that Owner may substitute, for any of the methods or
devices set forth in this Schedule C, other methods or devices which will
achieve substantially the same results.
<PAGE>

                                  SCHEDULE D

<TABLE>
<CAPTION>
                                                                                       Tenant's
                                                              Number of Rentable    Proportionate
                          Floor                                  Square Feet            Share
---------------------------------------------------------     ------------------   ----------------
<S>                                                          <C>                  <C>
Entire Sixteenth (16th)..................................          24,033         Three and 18/100
                                                                                  (3.l8%) percent
Entire Seventeenth (17th)................................          23,783         Three and 15/100
                                                                                  (3.15%) percent
Entire Eighteenth (l8th).................................          23,776         Three and 5/100
                                                                                  (3.15%) percent
Entire Nineteenth (19th).................................          23,810         Three and 15/100
                                                                                  (3.15%) percent
Entire Twentieth (20th)..................................          23,138         Three and 06/100
                                                                                  (3.06%) percent
Entire Twenty-First(21st)................................          21,268         Two and 82/100
                                                                                  (2.82%) percent
Entire Twenty-Second (22nd)..............................          21,268         Two and 82/100
                                                                                  (2.82%) percent
Entire Twenty-Third (23rd)...............................          21,268         Two and 82/100
                                                                                  (2.82%) percent
Entire Twenty-Fourth (24th)..............................          21,268         Two and 82/l00
                                                                                  (2.82%) percent
Entire Twenty-Fifth (25th)...............................          21,268         Two and 82/l00
                                                                                  (2.82%) percent
Entire Twenty-Sixth (26th)...............................          21,268         Two and 82/100
                                                                                  (2.82%) percent
Entire Twenty-Seventh (27th).............................          2l,018         Two and 84/100
                                                                                  (2.84%) percent
Entire Twenty-Eighth (28th)..............................          21,018         Two and 84/100
                                                                                  (2.84%) percent
Entire Twenty-Ninth (29th)...............................          21,018         Two and 84/100
                                                                                  (2.84%) percent
Entire Thirtieth (30th)..................................          20,643         Two and 78/l00
                                                                                  (2.78%) percent
Entire Thirty-First (31st)...............................          20,643         Two and 78/l00
                                                                                  (2.78%) percent
Entire Thirty-Second (32nd)..............................          16,759         Two and 22/100
                                                                                  (2.22%) percent
Entire Thirty-Third (33rd)...............................          16,019         Two and 12/100
                                                                                  (2.12%) percent
Entire Thirty-Fourth (34th)..............................          16,019         Two and 12/100
                                                                                  (2.12%) percent
Entire Thirty-Fifth (35th)...............................          16,019         Two and 12/100
                                                                                  (2.12%) percent
</TABLE>
<PAGE>

                                  SCHEDULE E

                 Schedule of Plans and Outline Specifications

A. Plans of Fox & Fowle Architects, P.C., as follows:


                                                                  Last
         Drawing No.                 Title                    Revised Date
       --------------         ---------------------          --------------
            A-8               1st Cellar Plan;
                              1st Cellar Core Plan             Aug. 24, 1987
            A-9               Lobby Level Plan                 Aug. 24, 1987
            A-11              Mezzanine Floor Plan             Aug. 10, 1987
            A-13              Floors 2-6 Plans                 July 15, 1987
            A-14              7th Floor Plan                   July 15, 1987
            A-15              8th Floor Plan                   July 15, 1987
            A-16              Floors 9-10 Plans                Aug. 10, 1987
            A-17              Floors 11-20 Plans               June 26, 1987
            A-20              Floors 21-31 Plans               Aug. 10, 1987
            A-21              Floors 32-35 Plans               Aug. 10, 1987
            A-23              Main Roof &
                              Partial Plans                    Aug. 25, 1987
            A-7               2nd Cellar Plan;
                              Partial Core Plans               Sept. 9, 1987
            A-6               3rd Cellar Plan;
                              Partial Core Plans               Aug. 10, 1987

B.   Outline Specifications entitled "Section 1A, Outline Specifications,
     Specification, 1675 Broadway, New York, New York" dated 12 February 1987
     containing pages 1A-1 through 1 A-7.
<PAGE>

                                   SCHEDULE F

              Land Demised in Ground and Development Rights Lease

     PARCEL A

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

     Beginning at the corner formed by the intersection of the westerly line of
Broadway with the northerly line of West 52nd Street; running thence westerly,
along the northerly line of West 52nd Street, 201 feet 3 inches; thence
northerly, at right angles to the preceding course, 100 feet 5 inches to the
center line of the block; thence easterly, parallel with the northerly line of
West 52nd Street and along the center line of block 62 feet 1-1/2 inches; thence
northerly at right angles to the preceding course, 10 feet 7-3/4 inches; thence
easterly at right angles to the preceding course, 76 feet 1 inch; thence
southerly at right angles to the preceding course, 10 feet 7-3/4 inches to the
center line of the block; thence easterly, parallel with the northerly line of
West 52nd Street and along the center line of the block, 52 feet 3 1/4 inches to
the westerly side of Broadway; thence southerly, along the westerly side of
Broadway 100 feet 11-7/8 inches to the point or place of Beginning.

PARCEL B

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

     Beginning at a point in the westerly line of Broadway, distance 75 feet
9-1/4 inches southerly from the corner formed by the intersection of the
southerly line of West 53rd Street with the westerly line of Broadway; running
thence southerly, along the westerly line of Broadway 25 feet 2-5/8 inches;
thence westerly, parallel with the southerly line of West 53rd Street, and along
the center line of block 14 feet 11-3/4 inches; thence northerly, at right
angles to the preceding course, 25 feet 1 inch; thence easterly, parallel with
the southerly line of West 53rd Street, 12 feet 3-3/4 inches to the point or
place of Beginning.
<PAGE>

                                      G-1

                                  SCHEDULE G


                      INITIAL OPTION SPACES (ARTICLE 38)

<TABLE>
<CAPTION>
                                                                      Tenant's              Sums Set Forth in
                                                                  Proportionate Share     Subparagraph III D. of      Rentable
         Floor                Fixed Rent Applicable To Floor      Applicable To Floor          Schedule A            Square Feet
         ----                 ------------------------------      -------------------     ----------------------     -----------
<S>                         <C>                                   <C>                     <C>                        <C>
Thirteenth (13th),          $600,825, for 1st Rent Period;        Three and 18/100        $841,155/$480,660            24,033
Fourteenth (14th),          $720,990, for 2nd Rent Period;        (3.18%) percent
Fifteenth (15th) or         $841,155, for 3rd Rent Period;
Sixteenth (16th)            $913,254, for 4th Rent Period.

Seventeenth (17th)          $594,575, for 1st Rent Period;         Three and 15/100       $832,405/$475,660            23,783
                            $713,490, for the 2nd Rent Period;     (3.15%) percent
                            $832,405, for the 3rd Rent Period;
                            $903,754, for the 4th Rent Period.
</TABLE>