<PAGE>

                                                                   EXHIBIT 10.8


THIS LEASE made this 24th day of October, 1996

LANDLORD

between The Rector, Church-Wardens and Vestrymen of Trinity Church in the city
of New York, a religious corporation (hereafter referred to as "the Landlord"),
having its offices at 74 Trinity Place, Borough of Manhattan, City, County and
State of New York, and

                             AMERICAN DIALOGUE, INC.

TENANT

(hereafter referred to as "the Tenant"), a Michigan corporation,
having its place of business at 630 Fifth Avenue, Borough of Manhattan, City,
County and State of New York.

                                   Witnesseth:

GRANT PREMISES

      That the Landlord hereby lets and leases to the Tenant, and the Tenant
hereby takes and hires from the Landlord, the following described space: a
portion of the 6th floor as hatched in red on the diagram attached hereto and
made part of this lease and marked Exhibit "A".

TERM

(Such space is hereafter referred to as "the premises") in the building known by
street number as No. 304 Hudson Street in the Borough of Manhattan, City, County
and State of New York (hereafter referred to as "the building"), with the
privilege to the Tenant of using (subject to such rules and regulations as the
Landlord shall from time to time prescribe) the necessary entrances and
appurtenances to the premises, reserving to the Landlord all other portions of
the building not herein specifically demised, for a term to commence on the
first day of October, 1996, at noon, Standard Time, and to expire on the
thirtieth day of September, 2001, at noon, Standard Time (or until such term
shall sooner cease and expire or be terminated as hereafter provided), at the
rent at the annual rate or rates as follows: THIRTY FOUR THOUSAND TWO HUNDRED
AND NINETY AND NO/100 ($34,290.00) Dollars,

ADDITIONAL RENT

Payable at the offices of the Landlord in equal monthly payments of $2,857.50
each or if more than one annual rate is specified above, then in installments
equal to 1/12th of the rent at the annual rates as above prescribed for the
respective periods in which they are payable, in advance without demand therefor
an installment equal to the amount of the rent payable under this lease for the
first month of the term for which rent is payable upon the execution hereof by
the Tenant, and thereafter, on the first day of each month during said term, in
lawful money of the United States, plus (i) when due or demanded, such items as
shall be provided hereafter are payable by the Tenant as additional rent and,
(ii) should the Tenant at the commencement of the term of this lease be in
default in the payment of rent to the Landlord pursuant to the terms of any
prior lease with the Landlord, or with a predecessor in interest of the
Landlord, the amount of such arrears, which the Landlord may at its option and
without notice thereof to the Tenant, add to any monthly installments of rent
due under this lease.

COVENANTS AND CONDITIONS

      THE ABOVE LETTING IS UPON THE FOLLOWING COVENANTS AND CONDITIONS: each and
every one of which the Tenant covenants and agrees with the Landlord to keep and
perform, and the Tenant agrees that the covenants herein contained on the part
of the Tenant to be performed, shall be deemed conditional limitations, as well
as covenants and conditions:


                                       (1)

<PAGE>

USE

      FIRST: (a) The Tenant shall use the premises only for executive and
administrative offices in connection with Tenant's computer market research
company.

      (b) If any portion of the premises consists of basement space, such
portion shall be used only for storage purposes.

                                                                  PLEASE INITIAL

      (c) No auction sale and no other sale of all or substantially all of the
Tenant's property, stock, fixtures and machinery, except a sale made in
connection with an assignment of this lease to another tenant for which the
Landlord's consent shall have been obtained shall be held at the premises unless
the provisions of Article TWENTY-NINTH (b) of this lease shall have been
complied with.

RENT

      SECOND: (a) The Tenant shall pay the rent and additional rent as provided
in this lease.

      (b) If any installment or installments of rent or additional rent or any
service charge shall not be paid within five (5) days following the date on
which the same shall be due and payable pursuant to this lease then, in addition
to, and without waiving or releasing, any other rights and remedies of the
Landlord, the Tenant shall pay to the Landlord a late charge of one and one-half
(1 1/2%) percent per month computed (on the basis of a 30-day month) from the
date on which each such installment became due and payable to the date of
payment of the installment on the amount of each such installment or
installments, as liquidated damages for Tenant's failure to make prompt payment,
and the same may be collected on demand or as additional rent in accordance with
the provisions of Article TWENTY-FIFTH of this lease.

REPAIRS MACHINERY CLEANING AND WASTE

      THIRD: (a) The Tenant shall take good care of the premises and the
fixtures, appurtenances, equipment and facilities therein and shall make, as and
when needed, all repairs in and about the premises required to keep them in good
order and condition; such repairs to be equal in quality to the original work
PROVIDED that the Tenant shall not be obligated for structural or exterior
repairs to the building or for repairs to the systems and facilities of the
building for the use or service of tenants generally, other than fixtures,
appurtenances, equipment and facilities in the premises, except where structural
or exterior repairs or repairs to such systems and facilities are made necessary
by reason of one or more of the occurrences described below in clauses (i)
through (iv) of this Article THIRD. (x) Should the Tenant fail to repair any
condition in or about the premises or the fixtures, appurtenances, equipment and
facilities therein which is of such a nature that its neglect would result in
damage or danger to the building, its fixtures, appurtenances, facilities and
equipment, or to its occupants (of which nature the Landlord shall be the judge)
or, in the case of repairs of any other nature, should the Tenant have failed to
make the required repairs or to have begun in good faith, the work necessary to
make them within five days after notice from the Landlord of the condition
requiring repair, the Landlord may, in either such case, immediately enter the
premises and make the required repairs at the expense of the Tenant. The
Landlord may make, at the expense of the Tenant, any repairs to the building or
to its fixtures, appurtenances, facilities or equipment, whether of a structural
or any other nature, which are required by reason of damage or injury due (i) to
the negligence or the improper acts of the Tenant or its employees, agents,
licenses or visitors; (ii) to the moving, into or out of the building, of
property being delivered to or taken from the premises; (iii) to the
installation, repair or removal of the property of the Tenant in the premises;
or (iv) to the faulty operation of any machinery, equipment, or facility
installed in the premises by or for the Tenant. The Tenant will pay the cost of
any repairs made by the Landlord pursuant to this paragraph upon presentation of
bills therefor, or the Landlord may, at its option, add such amounts to any
installment or installments of rent due under this lease and collect the same as
additional rent. The liability of the Tenant under this Article Third shall
survive the expiration or other termination of this lease.

MACHINERY

      (b) If the Tenant shall install or maintain machinery or manufacturing
equipment of any description in the premises, the operation of which produces
noise or vibration which is transmitted beyond the premises and the Landlord
deems it necessary that the noise or vibration of such machinery or equipment be
diminished, eliminated, prevented or confined to the premises, the Landlord may
give written notice to the Tenant, requiring that the Tenant provide and install
rubber or other approved settings for absorbing, preventing or decreasing the
noise or vibration of such machinery or equipment within fifteen days. The
judgment of the Landlord of the necessity of such installation shall be
conclusive, and the installation shall be made in such manner and of such
material as the Landlord may direct. Should the Tenant fail to comply with such
request within fifteen days, the Landlord may do the work necessary to absorb,
prevent or decrease the noise or vibration of such machinery or equipment and
the Tenant will pay to the Landlord the cost of such work upon demand or such
cost may, at the option of the Landlord, be added to any installment or
installments of rent under this lease and shall be payable by the Tenant as
additional rent.

CLEANING AND WASTE

      (c) The premises shall be kept clean and in order by the Tenant, at the
Tenant's expense, and to the satisfaction of the Landlord. The Tenant shall, at
its own expense, clean the interior and exterior surfaces of the windows at such
times as the windows become dirty to a degree which, in the judgment of the
Landlord, adversely affects the appearance of the building or the premises. Such
window cleaning shall be done in a manner which complies with the requirements
of this lease and all applicable laws and regulations. The Tenant shall, at its
own expense, remove from the building any and all rubbish, refuse and waste
originating in the premises of the Tenant or cause the same to be removed. The
removal of such refuse, rubbish and waste shall be subject to such rules and
regulations as to time and manner of removal as, in the judgment of the
Landlord, are necessary for the proper operation of the building. In the event
that the Tenant shall fail to clean the windows or remove its refuse, rubbish
and waste, such cleaning or removal may be done by the Landlord, and the Tenant
shall pay to the Landlord the cost of the cleaning of the windows or the removal
of any of the Tenant's refuse, rubbish and waste from the building. Bills for
the same shall be rendered by the Landlord to the Tenant at such times as the
Landlord may elect and shall be due and payable when rendered, and the amount of
such bills shall be deemed to be, and be paid as, additional rent. Should the
Landlord clean the windows or remove the rubbish of the Tenant and of other
tenants, the cost of such cleaning or removal shall be apportioned as between
the Tenant and such other tenants respectively on the basis of the number of
windows or the respective approximate quantities of such rubbish and waste as
the case may be. The Landlord's apportionment of such respective quantities
shall be conclusive on the parties.

                                                                  PLEASE INITIAL


                                      (2)
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ALTERATIONS AND FIXTURES

      FOURTH: (a) The Tenant shall not make any alteration, decoration, addition
or improvement in or upon the premises, nor incur any expense therefor, without
having first obtained the written consent of the Landlord therefor. If the
Tenant shall desire to make alterations, decorations, additions or improvements
to fit out the premises for the Tenant's use which will not adversely affect the
structure of the building or the operation of any of the systems or facilities
of the building for the use of all tenants or violate the requirements of
government hereafter referred to and if the Tenant shall furnish the Landlord
with the Tenant's plans and specifications for the proposed alteration,
decoration, addition or improvement in sufficient detail to permit the Landlord
to determine that the same will comply with the requirements of this
subdivision; (a) the Landlord's approval will not be unreasonably withheld or
delayed. Whenever any alterations, decorations, additions or improvements of
the premises are made by the Tenant, the Tenant shall not, knowingly, employ
or permit to be employed therein any labor which will cause strikes or labor
troubles with other employees in the building employed by the Landlord or its
contractors. All alterations, decorations, additions or improvements shall be
made and installed in a good and workmanlike manner and shall comply with all
requirements, by law, regulation or rule, of the Federal, State and City
Governments and all subdivisions and agencies thereof, and with the
requirements of the New York Fire Insurance Exchange, New York Board of Fire
Underwriters and all other bodies exercising similar functions, and shall
conform to any particular requirements of the Landlord expressed in its
consent for the making of any such alterations, decorations, additions, and
improvements. Any such work once begun shall be completed with all reasonable
dispatch, but shall be done at such time and in such manner as not to
interfere with the occupancy of any other tenant or the progress of any work
being performed by or on account of the Landlord. If requested to do so by
the Tenant in connection with the Landlord's approval of any alteration,
decoration, addition or improvement, the Landlord will advise the Tenant
whether the alteration, decoration, addition or improvement will be required
to be removed by the Tenant at the expiration or earlier termination of this
lease or may remain upon the premises to become the property of the Landlord.
If no such advice is given by the Landlord, the provision of subdivision (b)
of this Article shall apply.

      (b) All alterations, decorations, additions or improvements, which may be
made or installed in or upon the premises (whether made during or prior to the
term of this lease or during the term of any prior lease of the premises by the
Landlord, the Tenant or any previous tenant), except the furniture, trade
fixtures, stock in trade, and like personal property of the Tenant, shall be
conclusively deemed to be part of the freehold and the property of the Landlord,
and shall remain upon the premises, and, upon the expiration or any termination
of the term of this lease, shall be surrendered therewith as a part thereof,
unless the Landlord shall, prior to the expiration or termination of the term,
notify the Tenant that any or all of such alterations, decorations, additions or
improvements shall be removed, in which event, the Tenant shall remove the same
in accord with the Landlord's notice at its own cost and expense at or prior to
the expiration or termination of the term. The Tenant, at or prior to the
expiration or any termination of the term of this lease shall, at its own
expense, remove all its furniture, trade fixtures, stock in trade and like
personal property. The Tenant shall restore and repair, at its own cost and
expense, any damage or disfigurement of the premises occasioned by any such
removals or remaining after such removals, so as to leave the premises in good
order and condition or, the Landlord, at its option, may do such restoration and
repair and the Tenant will pay the cost thereof upon demand. If any furniture,
trade fixtures, stock in trade or other personal property of the Tenant shall
not be removed at the expiration or any termination of this lease, the Landlord,
at the Landlord's option, may treat the same as having been irrevocably
abandoned, in which the Tenant shall have no further right, title or interest
therein and the Landlord may remove the same from the premises, disposing of
them in any way which the Landlord sees fit to do, and the Tenant shall, on
demand, pay to the Landlord the expense incurred by the Landlord for the removal
thereof, as well as the cost of any restoration of the premises above provided.
The Tenant's obligations under this subdivision (b) of this Article Fourth shall
survive the expiration of this lease.

      (c) The Landlord may at any time during the term of this lease, change the
arrangement or location of the entrances or passageways, doors and doorways, and
the corridors, elevators, stairs, toilets or other parts of the building used by
the public or in common by the Tenant and other tenants (including, without
limitation, the conversion of elevators from a manually operated to an automatic
self-service basis) and may alter the staffing of the building and the scale and
manner of the operation thereof, PROVIDED that the services to which the Tenant
is entitled as specified in this lease are not diminished and may alter the
facilities, fixtures, appurtenances and equipment of the building as it may deem
the same advisable, or as it may be required so to do by any governmental
authority, law, rule or regulation. The Landlord may, after reasonable notice,
change the name, street number or designation by which the building is commonly
known.

COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS

      FIFTH: The Tenant shall promptly comply, at the Tenant's own expense, with
all laws, ordinances, regulations and requirements of the City, State and
Federal Government, and all subdivisions and agencies thereof, and the New York
Fire Insurance Exchange, the New York Board of Fire Underwriters, and of any
fire insurance rating organization, and of all other departments, bureaus,
officials, boards and commissions with regard to the premises or the use thereof
by the Tenant, and (if the premises are situated on the ground floor) the
sidewalks adjoining the same in so far as such compliance is made necessary by
the Tenant's use of the sidewalks, PROVIDED that the Tenant shall not be
required to make alterations or additions to the premises, except where the same
are required by reason of the nature of the Tenant's use of the premises, the
manner in which its business is carried on in the premises or a failure on the
part of the Tenant to conform to the provisions of this lease. The Tenant will
not permit the maintenance of any nuisance upon the premises or permit its
employees, licensees or visitors to do any illegal act therein, or in and about
the building after notice thereof from the Landlord. If any such law, ordinance,
regulation or requirement shall not be promptly complied with by the Tenant,
then the Landlord may, at its option, enter upon the premises to comply
therewith, and should any fine or penalty be imposed for failure to comply
therewith or by reason of any such illegal act, the Tenant agrees that the
Landlord may, at its option, pay such fine or penalty, which the Tenant agrees
to repay to the Landlord, with interest from the date of payment, as additional
rent.


                                      (3)
<PAGE>

COMPLIANCE WITH LANDLORD'S RULES

      SIXTH: The Tenant and the Tenant's employees, and any other persons
subject to the control of the Tenant, shall well and faithfully observe all the
rules and regulations annexed hereto, and also any and all reasonable rules and
regulations affecting the premises, the building or the equipment,
appurtenances, facilities and services thereof, hereafter promulgated by the
Landlord. The Landlord may at any time, and from time to time, prescribe and
regulate the placing of safes, machinery, quantities of merchandise and other
things, and regulate which elevator and entrance shall be used by the Tenant's
employees, and for the Tenant's shipping; and may make such other and further
rules and regulations as in its judgment may, from time to time, be needed or
desirable for the safety, care or cleanliness of the building and for the
preservation of good order therein.

PLATE GLASS

      SEVENTH: The Landlord may, at its option, either (i) at the Tenant's
expense, keep the plate glass, if any, in the premises insured in the name of
the Landlord against loss or damage, the premium for which, whether by separate
policy or as a part of a schedule of another policy, shall be paid by the Tenant
to the Landlord, upon demand, or (ii) require the Tenant, at the Tenant's
expense, to keep the plate glass, if any, in the premises insured in the name of
the Landlord against loss or damage, in which event, the Tenant shall deliver
such policy and evidence of due payment of the premium therefor to the Landlord.

CARE OF SIDEWALKS

      EIGHTH: If the premises, or any part thereof, consist of a first floor or
any part thereof, the Tenant shall, at the Tenant's own expense, keep the
sidewalk, gutter and curb in front thereof free from snow and ice, and in a
cleanly condition,

LANDLORD'S ACCESS TO THE PREMISES

      NINTH: (a) The Tenant shall, without in any way affecting the Tenant's
obligations hereunder, and without constituting any eviction, permit the
Landlord and its agents; (i) at all reasonable hours, to enter the premises and
have access thereto, for the purpose of inspecting or examining them and to show
them to other persons; (ii) to enter the premises to make repairs and
alterations, and to do any work on the premises and any work in connection with
excavation or construction on any adjoining premises or property (including, but
not limited to, the shoring up of the building) and to take in any of the
foregoing instances, any space needed therefor; and (iii) during the six months
preceding the termination hereof, to place and maintain thereon the usual "for
rent" notices. The Tenant shall permit the Landlord to erect and maintain ducts,
pipes and conduits in and through the premises. In the exercise of the rights of
the Landlord reserved under clause (ii) or under the next preceding sentence of
this subdivision (a) of Article NINTH the Landlord will do so in a manner which
minimizes the interference with the Tenant's use of the premises so far as
practicable and where ducts, pipes or conduits are to be erected through the
premises will locate them along walls or ceilings wherever practicable.

      (b) In the event that the premises shall, in the Landlord's judgment,
become substantially vacated before the expiration of this lease, or in the
event the Tenant shall be removed by summary proceedings or in the event that,
during the last month of the term, the Tenant shall have removed all or
substantially all of the Tenant's property therefrom, the Landlord may
immediately enter into and upon said premises for the purpose of decorating,
renovating or otherwise preparing same for a new tenant, without thereby causing
any abatement of rent or liability on the Landlord's part for other
compensation, and such acts shall have no effect upon this lease.

      (c) If the Tenant or an officer or authorized employee of the Tenant shall
not be personally present to open and permit an entry into said premises, at any
time, when for any reason an entry therein shall be necessary or permissible
hereunder, the Landlord or the Landlord's agents, may enter the same by a master
key, or may forcibly enter the same without rendering the Landlord or such
agents liable therefor (if during such entry the Landlord shall accord
reasonable care to the Tenant's property) and without in any manner affecting
the obligations and covenants of this lease and in no event shall any such entry
by the Landlord or its agents be deemed an acceptance of a surrender of this
lease, either expressed or implied, nor a waiver by the Landlord of any covenant
of this lease on the part of the Tenant to be performed.

ELECTRIC CURRENT; LIVE STEAM

      TENTH: (a) Electric current is to be supplied by the Landlord. The Tenant
covenants and agrees to purchase the Tenant's requirements therefor at the
premises from the Landlord or the Landlord's designated agent at 112% of the
rates set forth in the rate schedule of Consolidated Edison Company of New York,
Inc. applicable to the building (or the conjunctional group in which the
building is included), plus any sales or use tax or other governmental charge or
levy; PROVIDED, HOWEVER, that if such rate schedule includes any adjustment for
time-of-day for either demand or consumption, the rate applicable to the
Tenant's demand for and consumption of electricity, shall be that specified for
the peak period. The calculation of the rate shall include the effect of all
direct and indirect charges which affect the cost of the electricity, including
without limitation, consumption charges, demand charges and fuel cost escalation
charges.

      (b) Where more than one meter measures the service of the Tenant in the
building, the service rendered through each meter may be computed and billed
separately in accord with the rates herein provided for. No current shall be
furnished until the equipment of the Tenant has been approved by the proper
authorities, and after such approval, no changes shall be made in such equipment
without the written consent of the Landlord. The Tenant shall pay, upon demand,
the bills for electric current furnished and the use of meters; the Landlord and
its agent reserving the right, without releasing the Tenant from any liability,
and without constituting any eviction, and without any liability on the
Landlord's part, to cut off such electric current after five days' notice for
non-payment of any such bill or bills. The Tenant shall comply with such rules,
regulations and contract provisions as are customarily prescribed by public
service corporations supplying such services, for consumption similar to that of
the Tenant.

      (c) The Landlord may discontinue the supply of electric current under
subdivision (a) at any time on sixty (60) days' notice to the Tenant without
being liable to the Tenant therefor or without in any way affecting this lease
or the liability of the Tenant hereunder or causing the diminution of rent, and
the same shall not be deemed to be a lessening or diminution of services within
the meaning of any law, rule, or regulation now or hereafter enacted,
promulgated, or issued. Should the Landlord give such notice of discontinuance,
the Tenant shall make the Tenant's own arrangements to receive such service
direct from such public utility corporation serving the building and the
Landlord shall permit the Landlord's wires, conduits and meters, to the extent
to which they are safely available for such use and to the extent to which they
may be used under any applicable governmental regulations or the regulations of
such public utility, to be used for the purpose. Should any additional or other
wiring, conduits, meters or any other or


                                      (4)
<PAGE>

different distribution equipment be required in order to per[ILLEGIBLE] from the
public utility, the same will be installed, as the Landlord shall elect, either
by the Landlord, at the sole cost and expense of the Tenant, or by the Tenant at
the Tenant's sole cost and expense. In the case of central distribution
equipment which is used in connection with the distribution or metering of
current supplied to the Tenant and other tenants of the building, and which is
required to be installed under governmental regulations or the regulations of
such utility, the cost of installation thereof will be prorated among the
several tenants, serviced through the distribution facility in the proportion
which their average consumption of electric current over the next preceding
period of not less than six month's duration bears to the total consumption of
electric current by all tenants during such period, and the Tenant shall pay to
the Landlord the Tenant's share of such cost of installation, apportioned as
above, within five (5) days following receipt of a statement showing the cost of
the distribution equipment and the manner in which the cost has been allocated
to the Tenant. Should the supply of electric current by the Landlord be
discontinued, but not as a result of the Landlord's election to discontinue the
supply of current, then the Tenant shall, at the Tenant's expense, install all
wiring, metering and distribution facilities which are required in order to
permit the Tenant to purchase the Tenant's requirements for electric current for
the premises from such utility and shall discontinue the use of the Landlord's
electric wires, cables, meters and distribution facilities. All such facilities
installed by the Tenant shall be installed in a workmanlike way which complies
with applicable governmental regulations and the regulations of the public
utility. The Landlord will in any such case permit any pipe-chases or channels
available in the building to be used by the Tenant for the Tenant's cables and
conduits, to the extent that the same may be available and may be safely used
for the purpose.

      (d) The Landlord shall not in any way be liable or responsible to the
Tenant for any loss or damage or expense which the Tenant may sustain or
incur if either the quantity or character of electric service is changed or
is no longer available or suitable for the Tenant's requirements, nor shall
the Landlord be in any way responsible for any interruption of service due to
breakdowns, repairs, malfunction of electrical equipment or any other cause
relating to electrical service which is beyond the Landlord's reasonable
control.

      (e) If there be any facilities for the supply of live steam in the
building, such steam shall be supplied to the Tenant only if separate agreements
are made therefor and pursuant to such arrangements. In the event that such
separate agreements shall be made, the appropriate provisions of this Article
TENTH shall be applicable thereto.

CONDEMNATION AND DEMOLITION

      ELEVENTH: (a) If the premises or any part thereof, shall be taken or
condemned for any public or quasi public use, this lease and the term hereby
granted shall terminate on the date when title to the premises or such part
shall be actually taken for such public or quasi public use. If any other part
of the building shall be so taken and such taking shall, in the judgment of the
Landlord, make the operation of the building impractical, unprofitable or
uneconomical (even though no part of the premises be taken), the Landlord may,
at its option, give to the Tenant, at any time after the vesting of title and
prior to the actual taking of possession, thirty (30) days' notice of intention
to terminate this lease, and upon the date designated in such notice, this lease
and the term hereby granted shall terminate. In no event shall any condemnation
award be apportioned, and the Tenant hereby assigns to the Landlord all right
and claim to any part of such award, but the rent, and all other sums payable by
the Tenant, shall be apportioned as of the date of any such termination of this
lease, PROVIDED that nothing contained in the foregoing portion of this Article
ELEVENTH shall be deemed to prevent the Tenant's making claim for and retaining
an award for the damage to or loss of value of its trade fixtures and such of
the installations made by the Tenant as remain the Tenant's property or from
making claim for and retaining any award which may be made to the Tenant for the
Tenant's moving expenses if, and to the extent that, the award to be claimed and
retained by the Tenant is independent of and does not result in a diminution of
the award to the Landlord for the taking of the land, building and the
Landlord's other property.

      (b) If the Landlord shall desire to demolish the building wherein the
premises are located, the Landlord shall have the right and option to terminate
the term of this lease at any time during the term thereof upon giving to the
Tenant not less than six months' notice of the Landlord's election to terminate
this lease and of the date, which shall be the last day of a calendar month, not
less than 180 days following the date of the Landlord's notice of election to
terminate, on which Landlord elects that this lease shall terminate and come to
an end, together with an affidavit, sworn to by an officer of the Landlord, if
the Landlord at such time is a corporation, or by a general partner of the
Landlord, if the Landlord at such time is a partnership, or by the Landlord, if
the Landlord at such time is an individual, to the effect that the Landlord, its
successor in interest or a lessee intends to demolish the building containing
the premises and to erect a different building in lieu thereof. If such notice
and affidavit are given to the Tenant, then this lease shall terminate and come
to an end on the date of termination specified in the Landlord's notice, as if
that date were the date originally fixed for the termination of the term of this
lease, and on such date the Tenant shall quit, vacate and surrender up the
premises in accord with the provisions of this lease relating to surrender at
the expiration of the term.

MECHANIC'S LIENS

      TWELFTH: The Tenant will not permit, during the term hereby granted, any
mechanic's or other lien or order for payment of work, labor, services, or
materials furnished or to be furnished to attach to or affect the premises or
any portion thereof and agrees that no such lien or order shall under any
circumstances attach to or affect the fee, leasehold or other estate of the
Landlord herein, or the building. The Tenant's obligation to keep the premises
in repair, and its right to make alterations therein, if any, shall not be
construed as the consent of the Landlord to the furnishing of any such work,
labor or materials within the meaning of any present or future lien law. Notice
is hereby given that the Tenant has no power, authority or right to do any act
or to make any contract which may create, or be the foundation for, any lien
upon the fee or leasehold estate of the Landlord in the premises or upon the
land or buildings of which they are a part or the improvements now erected or
hereafter to be erected upon the premises or the land or building of which the
premises are a part; and if any such mechanic's or other lien or order shall be
filed against the premises or the land or building of which the premises are a
part, the Tenant shall, within ten (10) days thereafter, discharge said lien or
order by payment, deposit or by bond fixed in a proper proceeding according to
law. If the Tenant shall fail to take such action, or shall not cause such lien
or order to be discharged within ten (10) days after the filing thereof, the
Landlord may pay the amount of such lien or discharge the same by deposit or by
bond or in any other manner according to law, and pay any judgment recovered in
any action to establish or foreclose such lien or order, and any amount so paid,
together with the expenses incurred by the Landlord, including all attorneys'
fees and disbursements incurred in any defense of any such action, bonding or
other proceeding, shall be deemed additional rent.


                                                                  PLEASE INITIAL

<PAGE>

SUBORDINATION

      THIRTEENTH: This lease, and all the rights of the Tenant hereunder, are
and shall be subject and subordinate to any and all mortgages now or hereafter
liens either in whole or in part on the building, or the land on which it
stands, and also to any and all other mortgages covering other lands or lands
and buildings, which may now or hereafter be consolidated with any mortgage or
mortgages upon the building and the land on which it stands or which may be
consolidated and spread to cover the building and such land and any such other
lands or lands and buildings, and any extension, renewal or modification of any
such mortgages, and to any and all underlying leases on record, or hereafter to
be recorded, against the building or the land on which it stands, and any
extensions, renewals or modifications thereof. The Tenant hereby constitutes and
irrevocably appoints the Landlord the Tenant's attorney in fact to execute any
instrument or certificate evidencing such subordination for and on behalf of the
Tenant.

CERTIFICATE OF OCCUPANCY

      FOURTEENTH: The Tenant shall immediately discontinue any use of the
demised premises, which may, at any time, be claimed or declared by the City
or State of New York or other governmental authority to be in violation of or
contrary to law, or by reason of which any attempt may be made to penalize
the Landlord or require the Landlord to secure any certificate of occupancy
for the building.

VAULTS

      FIFTEENTH: Notwithstanding anything herein contained, or shown on any
sketch, plan or schedule hereto attached, to the contrary, if any vault space
forms a part of the premises, or adjoins the same, or any part or portion of the
herein demised premises is not within the property line of the building or
premises, and if the use of the said space shall hereafter be prevented or
curtailed by exercise of any governmental authority, the Tenant shall have no
claim whatever upon the Landlord for the loss of such space, by any abatement of
the rent, or otherwise, and the Landlord's covenant of quiet enjoyment
hereinafter contained, shall not be deemed to apply to any such space. The
Landlord makes no representation as to the location of the property line of the
building. The Tenant shall reimburse the Landlord for the vault charge or tax,
if any, imposed by the City of New York and respect of any such vault space.

LIQUORS

      SIXTEENTH: Neither the Tenant nor any occupant of the premises or of any
part thereof, shall at any time during the continuance of the term, sell,
traffic in, expose for sale, dispense or give away, upon any part of the
premises, any strong or spirituous liquor, wine, ale or beer, or take or have a
license for such sale.

FIRE AND FIRE INSURANCE

      SEVENTEENTH: (a) If the premises shall be damaged by fire, action of the
elements or other casualty or cause which is within the risks covered by
insurance carried by the Landlord, the Tenant shall give immediate notice
thereof to the Landlord, and said damage (unless the same shall be due to the
negligence or other fault of the Tenant or its employees) shall be repaired by
the Landlord, at the Landlord's expense, with all reasonable speed, making due
allowance for delay due to labor troubles, settlement of loss and other causes
beyond the control of the Landlord, and the Tenant shall, in every reasonable
way, facilitate the making of such repairs, and (unless the fire shall be due to
the negligence or other fault of the Tenant or its employees) the rent shall be
suspended during such period as the premises shall have been rendered wholly
untenantable and, in the event that the premises are rendered partially
untenantable, the rent shall be abated during such period, in the proportion
which the area of the premises which is rendered untenantable bears to the area
of the whole premises, but no damage to the premises or the building by fire, or
other cause, however extensive, shall terminate this lease, or give the Tenant
the right to quit and surrender the premises, or impair any obligations of the
Tenant hereunder, except with respect to the payment of rent (and with respect
thereto to the extent above provided) and except that (i) if the damage shall be
so extensive that the Landlord shall determine to demolish or substantially
alter the building, the Landlord may at any time within sixty (60) days
following the occurrence of the damage give to the Tenant 30 days' notice of
intention to terminate this lease; (ii) if the damage to the premises is
substantial so that the whole or substantially the whole of the premises is
rendered untenantable by the Tenant and the Landlord does not within 60 days
following the occurrence of the damage notify the Tenant of the Landlord's
intention to repair the damage to the premises so that the premises are again
useable by the Tenant within a period of not more than 120 days following the
occurrence of the damage subject to delays due to causes of the kinds described
in Article THIRTY-FOURTH of this lease, the Tenant may cancel this lease by
notice given with in 10 days following the expiration of the said 60-day period
for the Landlord's notice of election to repair; and (iii) in the event of the
occurrence of damage to the premises of the degree described above in clause
(ii) of this paragraph (a), the Landlord may also elect to terminate this lease
by notice of election to do so given within 60 days following the occurrence of
the damage. If notice of election to terminate this lease shall be given as
above PROVIDED, then, upon the date for termination designated in any such
notice this lease and the term hereby granted shall terminate and the rent shall
be apportioned as of the date of the damage or as of such later date as the
Tenant may actually surrender possession. Nothing herein contained shall be
deemed to obligate the Landlord to restore the Tenant's trade fixtures, stocks,
furnishings or other property remaining the property of the Tenant.

      (b) The Tenant shall conduct its business and use the premises in such a
manner as shall make and keep the rate of insurance upon the entire building as
low as such rate can be made and kept, and so as not to increase the rate of
insurance applicable to the property of other tenants, and the Tenant shall
install and maintain all its furniture, fixtures, equipment, stocks and
materials in such a manner as to accomplish the foregoing purposes. The Tenant
further agrees not to permit any act to be done or anything brought into or kept
upon the premises which will void or avoid the insurer's liability under any
contract of fire insurance on the building or its contents. Should the fire
insurance rate on the building be increased beyond the present rate, by reason
of the Tenant's occupancy or character of its business, or the Tenant's failure
to comply with the terms hereof, the Tenant agrees to pay to the Landlord, on
demand, the additional cost of such insurance, or, at the option of the
Landlord, the same may be added to any installment of rent and be payable as
additional rent. The schedule of the makeup of a rate issued by an authorized
rating organization shall be conclusive evidence of the facts therein stated and
of the items in the rate applicable to the premises.

                                                                  PLEASE INITIAL

<PAGE>

      (c) The Landlord, as to the premises, and the Tenant, as to the
improvements made therein at the Tenant's expense and all of the Tenant's stock,
trade fixtures and other property in the premises, hereby release one another
from all liability for any loss or damage caused by fire or any of the risks
enumerated in standard extended coverage insurance. This release is conditioned
upon the inclusion in their respective policies of insurance of a provision
stating that such release shall not adversely affect said policies or prejudice
any right of the insured to recover thereunder. The Landlord and Tenant agree
that their respective insurance policies will include the aforesaid provision so
long as the same is obtainable without extra cost or if extra cost be charged,
so long as the party for whose benefit the clause is obtained shall pay such
extra cost. If extra cost shall be chargeable therefor the party so affected
shall advise the other thereof, of the amount of the extra cost and the other
party at its election may pay the same or decline to so pay in which event the
release from liability given to said party by this Article SEVENTEENTH (c) shall
be deemed to be withdrawn and of no force and effect.

CHANGE IN USE OF PREMISES, SUBLETTING AND ASSIGNMENT

See Article EIGHTEENTH (re-written) on Rider No. 2 attached hereto and made part
of this Lease.

WAIVER AND SURRENDER; REMEDIES CUMULATIVE

      NINETEENTH: No consent or waiver of any provision hereof or acceptance of
any surrender shall be implied from any act or forbearance by the Landlord. No
agreement purporting to accept a surrender of this lease, or to modify, alter,
amend or waive any term or provision thereof, shall have any effect or validity
whatever, unless the same shall be in writing, and executed by the Landlord and
by the Tenant, and be duly delivered, nor shall the delivery of any keys to
anyone have any legal effect, any rule or provision of law to the contrary
notwithstanding. Any consent, waiver or acceptance of surrender, in writing, and
properly executed and delivered as aforesaid, shall be limited to the special
instance for which it is given, and no superintendent or employee, other than an
officer of the Landlord or of its managing agent, and no renting representative
shall have any authority to accept a surrender of the premises, or to make any
agreement or modification of this lease, or any of the terms and provisions
hereof. No provision of any lease made by the Landlord to any other tenant of
the building shall be taken into consideration in any manner whatever in
determining the rights of the Tenant herein. No payment by the Tenant or receipt
by the Landlord of a lesser amount than the monthly rent herein stipulated shall
be deemed to be other than on account of the stipulated rent, nor shall any
endorsement on any check, nor any letter accompanying any such payment of rent
be deemed an accord and satisfaction (unless an agreement to accept a lesser
amount be signed by the Landlord), but the Landlord may accept such payment
without prejudice to the Landlord's full right to recover the balance of such
rent and to institute summary proceedings therefor. The receipt by the Landlord
of any rent, or additional rent or of any other sum of money which may be
payable under this lease, or of any portion thereof, shall not be deemed a
waiver of the right of the Landlord to enforce the payment of any sum of any
kind previously due or which may thereafter become due under this lease, or of
the right to forfeit this lease by such remedies as may be appropriate, or to
terminate this lease or to exercise any of the rights and remedies reserved to
the Landlord hereunder, and the failure of the Landlord to enforce any covenant
or condition (although the Tenant shall have repeatedly or continuously broken
the same without objection from the Landlord) shall not estop the Landlord at
any time from taking any action with respect to such breach which may be
authorized by this lease, or by law, or from enforcing said covenant or any
other covenant or condition on the occasion of any subsequent breach or default.
In the event of any continuing or threatened breach by the Tenant, the Landlord
shall have the right of injunction. The various rights, remedies, powers and
elections of the Landlord, as PROVIDED in this lease or created by law, are
cumulative, and none of them shall be deemed to be exclusive of the others, or
of such other rights, remedies, powers or elections as are now or may hereafter
be conferred upon the Landlord by law.

REPRESENTATIONS AS TO PREMISES, CERTIFICATE OF OCCUPANCY AND USE

      TWENTIETH: The Tenant represents to the Landlord that the Tenant has made,
or caused to be made, a careful inspection of the premises and that the area and
present condition of the premises are in all respects satisfactory to the
Tenant, except (if at all) as may herein otherwise be expressly stated in the
memorandum of repairs or decorations to be done by the Landlord attached to this
lease, Tenant has determined that the use of the premises, as set forth in this
lease, is consistent with the uses. The Tenant acknowledges that no
representations or promises have been made by the Landlord or the Landlord's
agents with respect to the premises or the building or the certificate of
occupancy thereof, except as in this lease set forth. The statements contained
in this lease regarding the use of the premises by the Tenant shall not be
deemed a representation or warranty by the Landlord that such use is lawful.

                                                                  PLEASE INITIAL


                                      (7)
<PAGE>
                                      (8)


LIMITATION OF LANDLORD'S LIABILITY

      TWENTY-FIRST: (a) The Tenant shall make no claim upon the Landlord for
abatement of rent, constructive eviction, rescision, or otherwise, and the
Landlord shall be exempt from all liability, except for injuries to the Tenant's
person or property which are due to the negligence of the Landlord, its agents,
servants or employees in the management of the premises or the real property of
which the demised premises are a part, for or on account of any annoyance,
inconvenience, interference with business, or other damage, caused by: (i) any
interruption, malfunction or curtailment of the operation of the elevator
service, heating plant, sprinkler system, gas, water, sewer or steam supply,
plumbing, machinery, electric equipment or other appurtenances, facilities,
equipment and conveniences in the building, whether such interruption,
malfunction or curtailment be due to breakdowns, or repairs, or strikes or
inability to obtain electricity, fuel or water due to any such cause or any
other cause beyond the Landlord's control; (ii) any work of repair, alteration
or replacement done by or on behalf of the Landlord or the Tenant, pursuant to
the provisions of this lease; (iii) any water, rain, snow, steam, gas,
electricity or other element, which may enter, flow from or into the premises or
any part of the building, or any noise or vibration audible in, or transmitted
to the premises; (iv) any vermin; (v) any falling paint, plaster or cement; (vi)
any interference with light or with other easements or incorporeal
hereditaments; (vii) any latent defect or deterioration in the building or the
appurtenances thereof, whether or not the Landlord shall have been notified of
any condition allegedly causing same; (viii) any zoning ordinance or other acts
of governmental or public authority now or hereafter in force; and (ix) any act
or omission of any other occupant of the building or other person temporarily
therein. The Tenant will not hold the Landlord liable for any loss or theft of,
or damage to, any property in the premises done or caused by any employee,
servant, or agent of the Landlord who is invited into the premises by the
Tenant, nor for the loss, damage or theft of any property stored or left in the
basement or in any other part of the building, which is not enclosed within the
premises or of any property, left with any employee of the Landlord, not
withstanding such theft, loss or damage may occur through carelessness or
negligence of the Landlord's employees; and the Tenant agrees that any employee
in entering the premises at the invitation of the Tenant or accepting custody of
property shall be then deemed agent of the Tenant or other person at whose
instance he may be acting, and not agent of the Landlord. Employees are not
permitted to receive or accept packages or property for account of Tenants.
Storerooms or storage space for personal property (if provided) are provided
gratuitously by the Landlord, and the use of same shall be at the Tenant's risk
and the Tenant will not hold the Landlord liable for any loss of or damage to
person or property therein or thereby. Nothing in this lease contained shall
impose any obligation upon the Landlord with respect to any real property other
than the building, whether said other real property be owned by the Landlord or
otherwise, or shall in any way limit the Landlord's right to build upon or
otherwise use said other real property in such manner as the Landlord may see
fit. The Tenant shall make no claim upon the Landlord for abatement of rent,
constructive eviction or rescission, and the Landlord shall have no liability by
reason of the Landlord's failure to enforce the provisions of the lease to any
other tenant against such other tenant.

      (b) Any right and authority reserved by and granted to the Landlord under
this lease, to enter upon and make repairs in the premises shall not be taken as
obligating the Landlord to inspect and to repair the premises and the Landlord
hereby assumes no responsibility or liability for the care, inspection,
maintenance, supervision, alteration or repair of the premises except as herein
specifically provided. The Tenant assumes possession and control of the premises
and exclusively the whole duty of care and repair thereof, except as herein
specifically provided, and the duty of care, if any, owed by the Tenant to the
persons on the sidewalks or in the corridors of the building.

INDEMNITY BY TENANT

      TWENTY-SECOND: The Tenant hereby indemnifies and agrees forever to save
harmless the Landlord against any and all liabilities, penalties, claims,
damages, expenses (including attorneys' and counsel fees) or judgments, arising
from injury to person or property of any kind, occasioned wholly or in part by
the Tenant's failure to perform or abide by any of the covenants of this lease
or occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, customers, agents, assigns or under-tenants of the
Tenant, or based on any matter or thing growing out of the Tenant's use or
occupation of the premises or any part of the building.

NOTICES

      TWENTY-THIRD: Any notice which is to be given by either party to the other
pursuant to this lease shall be in writing and shall be given as follows: (a) if
such notice is to be given by the Landlord to the Tenant, such notice may be
given personally or by registered mail in the following manner: (i) notice may
be given personally, by delivering the same to the Tenant or, if the Tenant be a
corporation or partnership, to any officer of such corporation or member of the
partnership, at the premises or at any other place; or (ii) notice may also be
given personally at the premises by delivering the same to the Tenant or any
officer or partner of the Tenant; or (iii) notice may also be given by
registered or certified mail, by depositing the notice, enclosed in an envelope
addressed to the Tenant at its address given in this lease or at the premises,
in any United States Post Office, postage and registry or certification fees
prepaid; (b) if such notice is to be given by the Tenant to the Landlord, the
notice shall be given by registered or certified mail, by depositing the notice,
enclosed in an envelope, addressed to the Landlord at 74 Trinity Place, New
York, N.Y., or at such other place as the Landlord shall hereafter designate in
writing, in any United States Post Office, postage and registry or certification
fees prepaid. Any notice shall be deemed to have been given on the date when the
same is delivered as above provided or, if given by mail, on the date when it is
deposited as above provided in the United States Post Office.

<PAGE>

INSOLVENCY

      TWENTY-FOURTH. If, at any time after the execution and delivery of this
lease, the Tenant shall be adjudicated a bankrupt, or if the Tenant shall make
any assignment for the benefit of creditors, or attempt to take the benefit of
any insolvency law, or if a petition or answer to reorganize the Tenant shall be
approved by any court or judge, or if a petition or answer for a composition or
extension shall be filed by the Tenant, or if a receiver or trustee shall be
appointed for the Tenant's property, or if the Tenant's interest in this lease
shall be attached or levied upon or shall evolve upon or pass to any party other
than the Tenant (whether such event occurs prior or subsequent to the
commencement of the term or Tenant's entry into possession) such event shall be
conclusively deemed a default hereunder, and the Landlord shall have the right
to terminate this lease in the manner hereinafter provided, as if such event
were a breach by the Tenant of one of the covenants of this lease. In the event
of such termination, the Tenant or any person claiming under, by or through the
Tenant, by virtue of any statute or of an order of any court, shall not be
entitled to possession or to remain in possession of the demised premises but
shall forthwith quit and surrender same. Exclusive of and in addition to any
other rights or remedies the Landlord may have through any other portion or
provision of this lease or by virtue of any rule of law or statute, said
Landlord may keep and retain, as liquidated damages, any rent, security, deposit
or other moneys or consideration received by the Landlord from the Tenant, or
others on behalf of the Tenant. Also, in the event of termination of this lease
as aforesaid, the Landlord shall be entitled, as and for liquidated damages from
the Tenant for breach of the unexpired term of this lease, to an amount equal to
the difference between the rental value of the remainder of the term at the time
of termination and the actual rent reserved, both discounted to present worth at
the rate of four per centum (4%) per annum. If at any time within a reasonable
period following the date of the termination of the lease, as aforesaid, the
premises should be re-rented by the Landlord, the rent realized by any
re-letting shall be deemed prima facie to be the rental value. In the event of
the occurrence of any of the above-mentioned events of default occasioned solely
through the invocation by the Tenant or by third parties of the laws of the
State of New York, judicial or statutory, as distinguished from the invocation
of Federal laws relating to bankruptcy, reorganization, or otherwise, the
Landlord, in addition to the foregoing, may accelerate the full amount of rent
reserved for the remainder of the lease, and the same shall forthwith become due
and payable to the Landlord. Nothing herein provided shall be deemed to prevent
or restrict the Landlord from proving and receiving as liquidated damages herein
the maximum permitted by any rule of law or statute prevailing when such damages
are to be proved, whether they be greater or less than those referred to above.

REMEDIES OF THE LANDLORD ON DEFAULT PERFORMANCE BY THE LANDLORD

      TWENTY-FIFTH: (a) If the Tenant shall default in the full and due
performance of any covenant of this lease, the Landlord shall have the right,
upon ten (10) days' notice to the Tenant (unless a shorter period of notice or
provision for the performance of such work without notice is elsewhere
established), to perform the same for the account of the Tenant, and in such
event all workmen employed by the Landlord shall be deemed the agents of the
Tenant, and any reasonable payment made, and expense incurred, by the Landlord
in this connection, shall forthwith become due and payable by the Tenant to the
Landlord. If the Landlord is compelled to incur any expenses, including
reasonable attorneys' fees in instituting, prosecuting or defending any action
or proceeding instituted by reason of any default of the Tenant hereunder, the
sum or sums so paid by the Landlord with all interest, costs and damages, shall
be deemed immediately due to the Landlord upon demand. Any and all sums payable
by the Tenant to the Landlord shall bear interest at the rate of six per centum
(6%) per annum from the due date to the date of actual payment, and any and all
such sums (except the rent hereinabove expressly reserved) shall be deemed to be
additional rent for the period prior to such due date, and the Landlord shall
have the same remedies for default in the payment of such additional rent as for
default in the payment of the rent expressly reserved.

PERFORMANCE BY THE LANDLORD NOT AN EXCLUSIVE REMEDY

      (b) In the event that under the provisions of this lease the Landlord
shall have the privilege of performing any covenant in respect of which the
Tenant may be in default and of recovering the expenses so involved from the
Tenant as additional rent or otherwise, such remedy shall not be the exclusive
remedy of the Landlord but the Landlord may, at its option, treat such default
as a breach of substantial obligation of this lease and shall have all the other
remedies in respect thereof PROVIDED in this or any other Article of this lease.

DISPOSSESS TERMINATION OF LEASE

      (c) If the Tenant shall violate or default in the full and due performance
of any covenant, provision or condition of this lease (other than the covenant
to pay the rent or any additional rent), or any covenant, provision or condition
of any other lease under which the Tenant is a tenant in the building, or if any
of the events specified in the Article of this lease numbered Twenty-fourth and
headed "Insolvency" shall occur, or if the conduct of the Tenant or any occupant
of the premises shall reasonably be deemed objectionable by the Landlord or the
Landlord's managing agent, the Landlord will give to the Tenant five days'
notice of such violation, default or misconduct. In the event that (i) the
Tenant shall default in the payment of the rent or of any additional rent, or
(ii) if the premises shall be vacated, abandoned or deserted, or (iii) in the
event that the Tenant, after notice thereof as above provided, shall fail to
stop any violation or fully cure or remedy any default or terminate any
misconduct under this lease (or in the event that the default is of a nature
such that the steps required to cure or remedy the same fully cannot reasonably
be completed within five days, then if the Tenant shall not have commenced and
have diligently and continuously prosecuted the steps necessary to cure or
remedy such default) the Landlord may give to the Tenant ten (10) days' notice
of its intention to terminate this lease, and, in such event, on the tenth day
following the giving such notice this lease and the term hereby granted shall
terminate and expire as fully and completely as if that day were the date herein
expressly fixed for the expiration of the term, and the Tenant shall thereupon
quit and surrender the premises into the possession of the Landlord, but the
Tenant shall nevertheless remain liable for deficiency in future rent and for
any other defaults hereunder, as hereinafter provided. If the Tenant shall
default in the payment of the rent, or any additional rent herein

                                                                  PLEASE INITIAL



                                       (9)

<PAGE>

                                      (10)

mentioned, or of any part of either, or if this lease shall be terminated by the
notice last above PROVIDED for, the Landlord may immediately, or at any time
thereafter, re-enter the premises and remove all persons and property therefrom,
either by summary dispossess proceedings, or by any suitable action or
proceeding at law, or by force, or otherwise, without being liable to
indictment, prosecution or damages therefor, and re-possess and enjoy the
premises, together with all additions, alterations, installations and
improvements, and no entry by the Landlord shall be deemed an acceptance of
surrender. Upon any such re-entry, the Landlord may re-let the premises or any
part or parts thereof, and for such term or terms as to the Landlord may seem
wise, even though the same extend beyond the date herein expressly fixed for the
expiration of the term. Any such re-letting shall, at the Landlord's option, be
either for the Landlord's own account, or as the agent for the Tenant. If the
Landlord shall re-let as the agent of the Tenant, the Landlord shall receive the
rents and apply the same, first, to the payment of all expenses which the
Landlord shall have incurred by reason of the Tenant's default and in connection
with such re-entry and re-letting, including, but not by way of limitation,
legal expenses, brokers' commissions, and the cost of reasonable repairs,
re-decoration and alterations, and, secondly to the fulfillment of the covenants
of the Tenant herein contained, and the surplus, if any, existing at the date
herein expressly fixed for the expiration of the term, shall be paid to the
Tenant, but the Tenant shall be entitled to no such payment until said date. So
long as the premises, or any part thereof, shall not be re-let, or shall be
re-let by the Landlord as the agent of the Tenant, the Tenant shall remain
liable for the full and due performance of all the covenants of this lease, and
the Tenant hereby agrees to pay to the Landlord, as damages for any default
hereunder, until the date herein expressly fixed for the expiration of the term,
the equivalent of the amount of all the rent and additional rent reserved
herein, less the net avails of re-letting, as hereinbefore defined, if any, and
the same shall be due and payable by the Tenant to the Landlord on the several
rent days above specified, that is, upon each of the said rent days the Tenant
shall pay to the Landlord the amount of deficiency then existing, and shall not
be entitled to withhold any such payment until the date herein expressly fixed
for the expiration of the term. The liability of the Tenant shall survive the
issuance of a final order and warrant of dispossess, and re-entry by the
Landlord, and any other termination of this lease for default of the Tenant, and
the granting by the Landlord of a new lease of the premises to another tenant,
and the Tenant hereby waives any defense which might be predicated upon any of
said acts or events.

      The Tenant hereby expressly waives (i) any and all right to regain
possession of said premises or to reinstate or redeem this lease as provided
by the Real Property Actions & Proceedings Law, (and as said law may be
amended) or any such right which is or may be given by any other statute, law
or decision now or hereafter in force; (ii) the service of any notice
demanding rent or stating an intention to re-enter; or any similar right
which is or may be given by any statute, law or decision now or hereafter in
force; (iii) any and all rights of redemption and all other rights to regain
possession or to reinstate this lease (in case the Tenant shall be
dispossessed or ejected by, or pursuant to judgment, order, execution or
warrant of any court or judge). Except as provided in Section 259-c of the
Real Property Law with respect to an action for personal injury or property
damage between the parties hereto, the Tenant waives and will waive all right
to trial by jury in any summary proceedings and in any other proceeding or
action at law hereafter instituted by the Landlord against the Tenant in
respect of this lease, and also in any action or proceeding between the
parties hereto for any cause; and it is hereby agreed, that in any of such
events, the matter in dispute shall be tried before a judge without a jury.
In the event the Landlord shall commence any action or summary proceeding for
non-payment of rent or other breach of covenant or condition, the Tenant
hereby agrees not to interpose any counter-claim of whatever nature or
description in any such action or proceeding. The words "re-enter" and
"re-entry" as used in this lease are not restricted to their technical legal
meaning.

SURRENDER AT EXPIRATION

      TWENTY-SIXTH: Upon the expiration or any termination of the term of this
lease, the Tenant shall quit and surrender the demised premises, together with
any fixtures, equipment or appurtenances installed in the premises at the
commencement of this lease, and any alterations, decorations, additions and
improvements which are not to be removed in compliance with the provisions of
Article Fourth hereof, to the Landlord, in good order and condition, ordinary
wear excepted. The Tenant shall remove all its furnishings, trade fixtures,
stock in trade and like personal property in accord with the requirements of
Article Fourth, so as to leave the premises broom-clean and in an orderly
condition. If the last day of the term of this lease falls on Sunday, this lease
shall expire on the business day immediately preceding. The Tenant's obligation
to observe and perform this covenant shall survive the expiration or other
termination of the term of this lease.

QUIET ENJOYMENT

      TWENTY-SEVENTH: The Landlord covenants that, if the Tenant shall duly keep
and perform all the terms and conditions hereof, the Tenant shall peaceably and
quietly have, hold and enjoy the premises for the term aforesaid, subject
however to ground leases, underlying leases and mortgages as hereinbefore
described, and to the lien, rights and estate by virtue of unpaid taxes of any
government having jurisdiction of the premises of which the herein demised
premises are a part. If the Landlord shall hereafter sell, exchange or lease the
entire building or the land and building wherein the premises are located,
subject to this lease, or, being the lessee thereof, shall assign its lease, the
grantee, lessee, or assignee thereof, as the case may be, shall, without further
agreement by any party, be conclusively deemed to be the Landlord of this lease
and to have assumed and undertaken to carry out all of the obligations hereof on
the part of the Landlord to be performed, and the Tenant does hereby release the
above-named Landlord from any claim or liability arising or accruing hereunder
subsequent to such transfer of ownership or possession, for breach of the
covenant of quiet enjoyment, or otherwise.

<PAGE>

TENANT'S DEPOSIT

See Rider to Article TWENTY-EIGHTH attached hereto and made a part of this
lease.

      TWENTY-EIGHTH: The Tenant has deposited with the Landlord the sum of
TWENTY THOUSAND AND NO/100------------------------Dollars ($20,000.00----) to
secure the faithful performance by the Tenant of all the terms, conditions,
covenants and agreements of this lease, and to make good to the Landlord any
damage which it may sustain by reason of any act or omission of the Tenant. The
Landlord shall segregate the said security deposit as a trust fund not to be
mingled with other funds of the Landlord, and if, during the term of this lease,
the Landlord shall sell, exchange or lease the entire building, subject to this
lease, or, being the lessee thereof, shall assign its lease, the Landlord shall
have the right to pay or transfer the said deposit to such grantee, lessee, or
assignee, as the case may be, and, in such event, the Landlord shall be released
from all responsibility and liability in connection therewith, and the Tenant
will look solely to said grantee, lessee, or assignee for its return. If the
aforesaid security deposit shall be deposited with a bank or trust company,
savings bank or savings and loan association, the Landlord shall advise the
Tenant of the name and address thereof. The Tenant shall not be entitled to the
payment of any interest on the aforesaid security deposit unless earned and any
interest earned upon such deposit less the amount equal to 1% of the deposit, to
which the Landlord shall be entitled as administration expense shall be added to
the amount of the deposit. The Tenant's interest in said deposit shall not be
assigned or encumbered without the written consent of the Landlord, and within
thirty (30) days after the expiration of the term, the amount of said deposit
shall be repaid to the Tenant, less any proper charges against the same, as
hereinabove or hereinafter provided. If the Tenant shall at any time be in
default with respect to any payment of rent or of additional rent or of any
other payment due from the Tenant to the Landlord under this lease, or if the
Landlord shall be damaged by any act or omission of the Tenant the Landlord may,
at its option, apply such portion of said deposit as may be adequate to cure
such default or to make good such damage, including, but not by way of
limitation, interest, costs, fees and other expenses, paid or incurred by the
Landlord, and thereafter such portion so applied shall be free from any claim by
the Tenant for its return. If the Landlord shall re-enter, pursuant to the
provisions of this lease (other than in the event of insolvency in which event
the provisions of Article Twenty-fourth of the lease shall apply, and shall
re-let the premises for its own account, the entire said deposit shall
immediately be and become the absolute property of the Landlord, as fixed,
liquidated and agreed damages, and not as a penalty, it being impossible in such
event to ascertain the exact amount of the damage which the Landlord may thus
sustain, but unless the Landlord shall so re-let the premises for its own
account, the Landlord shall continue to hold the said deposit, as security for
the performance of the Tenant's obligations, until the date herein expressly
fixed for the expiration of the term, and apply the same from time to time to
the unpaid obligations of the Tenant, under the same terms and conditions as if
the said lease were still in full force and effect. No termination of this lease
or re-entry by the Landlord for default of the Tenant shall entitle the Tenant
to the return of any part of said deposit, nor shall the retention of such
deposit, after such re-entry, impair or otherwise affect the Tenant's liability
to the Landlord during the balance of the term originally provided for. If, at
any time, the said deposit shall be diminished, by reason of the Landlord's
having applied any part thereof in accordance with the provisions of this
paragraph, the Tenant shall pay over to the Landlord upon demand, the equivalent
of such decrease, to be added to said deposit and to be held and applied in
accordance with the provisions of this paragraph.

ELEVATORS, HEAT

See Article FORTIETH of Rider No. 2 attached hereto and made part of this lease.

      TWENTY-NINTH: (a) Except on Saturdays and Sundays, and on holidays
recognized as legal holidays by State or Federal Government, the Landlord shall
furnish, between the hours of eight a.m. and six p.m., elevator service with the
elevators now in the building, and sufficient heat during the cold season to
heat the premises. If the building is equipped with any automatic elevators then
the Landlord shall have one such elevator in service and available for the
Tenant's use at all other times. The Landlord may suspend such service, if it
should become necessary or proper so to do, at any time. The Landlord shall
restore such service within a reasonable time, making due allowance for labor
troubles, acts of God, or any cause beyond the Landlord's control. Should the
Tenant be in default in the payment of any rent hereunder, the Landlord may,
upon not less than three days notice, and without diminution of the liability of
the Tenant hereunder, and without constituting an eviction, constructive or
otherwise, suspend or refuse the Tenant freight and passenger elevator service
and should the Tenant, after notice, violate the provisions of Rule 14, the
Landlord may, without any diminution of such liability or constituting such
eviction, suspend or refuse the Tenant freight elevator service until the
conditions in violation of Rule 14 have been fully remedied.

      (b) The Landlord shall be entitled to refuse to furnish passenger or
freight elevator service in connection with any sale at auction of the Tenant's
fixtures, machinery, stock in trade and other property or a sale in any other
manner of all or substantially all of such property unless the Landlord shall
have been given not less than two days' notice of the intention to hold the
auction or other sale and unless the Landlord shall be given an undertaking by
a person, firm or corporation of satisfactory financial resources wherein the
Landlord shall be indemnified against (i) all expense incurred by the Landlord
in connection with the removal by purchasers of any property sold to them at the
auction or other sale, (ii) all expense for removal or storage of any property
sold at the auction or other sale which is not removed by the purchaser within
two days following the sale, and (iii) all expenses which the Landlord may incur
for the removal of property not sold and waste and rubbish from the premises.

WATER AND SEWER RENTS

      THIRTIETH: (a) The Tenant shall pay for all hot and cold water used on the
premises and the Tenant's proportionate share of the cost of such water used for
lavatory purposes in any lavatories used by the Tenant in common with other
tenants at the Landlord's standard rates. In the event that the Tenant shall use
water for any industrial purpose or any purpose other than usual lavatory
purposes, the Tenant shall, at its own expense, install a meter or meters for
the measurement of the quantity of water thus consumed and keep the same in good
working order. With respect to water used for lavatory purposes, whether on the
premises or in lavatories used by the Tenant in common with other tenants, if
the quantity of water so used is measured by a meter which measures the
consumption of water by other tenants, the Tenant shall pay its proportionate
share of all water so consumed. Such proportionate part shall be fixed in

                                                                  PLEASE INITIAL


                                      (11)

<PAGE>

accord with the number of persons occupying the premises and the number of
persons occupying all premises using water which is measured by such meter. In
the event that there shall be a separate meter which measures the use of water
by the Tenant for lavatory purposes, the Tenant will pay for the water so shown
to have been used and the cost of maintenance of such meter. All payments for
water shall be due when billed to the Tenant. In the event that the Tenant
defaults in the payment for any water, the amount not paid shall forthwith be
payable as additional rent and the Landlord may also, without incurring any
liability or disability thereby or constituting a constructive eviction,
discontinue the Tenant's supply of water. The Landlord is not under obligation
to supply hot water and, if hot water is supplied, the Landlord may at any time
without notice discontinue such supply without constituting an eviction or
without incurring any liability or disability therefor.

      (b) The Tenant shall pay the New York City sewer rents apportioned to the
Tenant's consumption of water at the premises. The apportionment of the sewer
rent to the premises shall be made in accord with the measurement or
apportionment of water consumed at the premises as in this lease hereinbefore
PROVIDED. The sewer rents shall be billed with the water charges and the
Landlord shall have the same remedies for the collection thereof provided in the
case of charges for water.

SPRINKLER MAINTENANCE

      THIRTY-FIRST: The Tenant shall pay to the Landlord the Tenant's
proportionate share of the cost of maintenance, operation and rental of the
automatic fire alarm supervisory service and manual alarm and sprinkler system
now installed in the building and the premises. The Tenant's proportionate share
of such cost shall be the fraction of the annual expenditures of the Landlord
for such purposes, of which the numerator is the area of the premises and the
denominator is the rentable area of the entire building. The amount so payable
by the Tenant shall be due when bills therefor are rendered by the Landlord to
the Tenant, and in the event of default in the payment thereof, the Landlord may
add the amount of any such bill to any succeeding installment of rent and the
same shall be collectible as additional rent.

INSURANCE

      THIRTY-SECOND: The Tenant shall, during the demised term, provide and keep
in force public liability insurance, written by insurance companies approved by
the Landlord, covering the Tenant, which shall be in the limit of at least
$500,000 for claims arising from injury to any one person and (subject to said
limit for each individual) with a limit of at least $1,000,000 for total claims
arising from any one casualty.

      The Tenant shall furnish the Landlord within five (5) days after the
commencement of the term hereof, with a certificate of such insurance, which
certificate shall provide, that in the event of any change or cancellation of
the policy, advance notice thereof will be given to the Landlord. Upon failure
at any time on the part of the Tenant to obtain or keep in force the insurance
required by this paragraph, or to pay the premiums thereof, in addition to the
rights and remedies provided in paragraph Twenty-fifth hereof, the Landlord
shall be at liberty from time to time, and as often as such failure shall occur,
to pay the premiums therefor and any and all sums so paid for insurance by the
Landlord shall be and become, and are hereby declared to be, additional rent
under this lease due and payable on the next rent day or any successive rent
day.

DEFAULT UNDER OTHER LEASES

      THIRTY-THIRD: (a) If the Tenant, before the commencement of the term
herein granted, shall default in any covenant of any other lease with the
Landlord, then at the option of the Landlord this lease shall not go into effect
and the Tenant shall have no right to possession of the premises; and the Tenant
agrees to reimburse the Landlord upon demand for any expense or loss that may be
suffered due to the Tenant's default.

      (b) In the event that during the term herein granted the Tenant shall
default in the performance of the covenants of any other lease with the Landlord
such default shall be deemed a default under the terms of this lease and the
Landlord shall have all the remedies herein PROVIDED for in the event of a
default under this lease.

WORK TO BE DONE BY LANDLORD

      THIRTY-FOURTH: If work of any nature is agreed herein to be done by the
Landlord, the Tenant agrees that it may be done after the commencement of the
term of this lease and that no rebate of rent or allowance will be granted
therefor. The Landlord shall not be required to furnish any work or materials to
the premises, except as expressly provided in the memorandum of repairs or
decorations to be done by the Landlord attached to this lease. In case the
Landlord is prevented from making any repairs, improvements, decorations or
alterations, installing any fixtures or articles of equipment, furnishing any
services or performing any other covenant herein contained to be performed on
the Landlord's part, due to the Landlord's inability to obtain, or difficulty in
obtaining, labor or materials necessary therefor, or due to any governmental
rules and regulations relating to the priority of national defense requirements,
or due to labor troubles, or due to any other cause beyond the Landlord's
control, the Landlord shall not be liable to the Tenant for damages resulting
therefrom, nor except as expressly otherwise provided in Article SEVENTEENTH
hereof (in respect of damage to the premises due to fire), shall the Tenant be
entitled to any abatement or reduction of rent by reason thereof, nor shall the
same give rise to a claim in the Tenant's favor that such failure constitutes
actual or constructive, total or partial, eviction from the premises.

TRADING WITH THE ENEMY

      THIRTY-FIFTH: The Tenant represents and warrants that the Tenant is not
disqualified under the Trading with the Enemy Act or any other similar
legislation or under the rules and regulations of any governmental department or
authority, from acquiring, owning and holding any interest in real property. The
breach by the Tenant of this condition shall be deemed a default within the
meaning of Article TWENTY-FIFTH of this lease.

MARGINAL NOTES

      THIRTY-SIXTH: The marginal headings or titles of the various Articles or
paragraphs of this lease are for reference and index purposes only, and none of
them shall be taken into consideration or given any effect whatever in
determining the meaning or scope of the provisions to which any of them apply.
The use of any pronoun referring to either of the parties to this lease shall be
construed to include any or no gender and any number.

                                                                  PLEASE INITIAL

<PAGE>

Rider to Article TWENTY-EIGHTH

      The Landlord agrees that, provided that the Tenant has not defaulted in
the payment of the fixed rent, additional rent or any other amount due under
this lease beyond the expiration of any applicable grace or cure period, then
(i) October 1, 1998 the amount of the security deposit shall be reduced to
$15,000.00 and (ii) on October 1, 1999 the amount of the security deposit shall
be reduced to $8,500.00.

      (b) In lieu of delivering cash as all or any portion of the Deposit or in
exchange for all or any portion of cash previously delivered, the Tenant may
deliver to Landlord an unconditional, irrevocable letter of credit (such letter
of credit, or any extension or replacement thereof, being hereinafter referred
to as the "Letter of Credit") issued by a New York Clearing House bank, in
substance reasonably satisfactory to the Landlord, which Letter of Credit is to
be held by Landlord in accordance with the terms described in paragraph (a)
above. In the event that the Landlord receives notice from the Bank or Tenant
that the Letter of Credit is not being renewed or in the event that Tenant has
not delivered a replacement Deposit or a similar Letter of Credit to Landlord by
thirty (30) days before the expiration of the Letter of Credit, then Landlord
shall be entitled to present the Letter of Credit for immediate payment of the
then-potential amount available pursuant to the Letter of Credit, and such
amount of the Letter of Credit shall become the Deposit hereunder and shall be
held, applied and returned by Landlord in accordance with the terms PROVIDED by
the lease for the holding, application and return of the Deposit. If the Letter
of Credit is not being renewed but Tenant does deliver a replacement Deposit or
a similar Letter of Credit by thirty (30) days before expiration of the Letter
of Credit, then Landlord shall not thereafter be entitled to present the
expiring Letter of Credit for payment of any amounts.

      (c) At Tenant's request, any cash or cash equivalent held by Landlord as
part of the security deposit, which is in excess of that required to be held by
Landlord pursuant to paragraph (a) which has not been or is not in the process
of being applied pursuant to the provisions of paragraph (a) of this Article,
shall be returned to Tenant within ten (10) days following the applicable date
indicated above. If Landlord is holding a Letter of Credit as part of the
security deposit and provided Landlord has not presented for payment such Letter
of Credit, upon delivery of a substitute Letter of Credit in the appropriate
amount and which otherwise satisfies the requirements of paragraph (b) of this
Article, the Landlord shall deliver to Tenant the Letter of Credit being
replaced.

                                                                  PLEASE INITIAL



                                     (11a)
<PAGE>

Rider No. 1 attached to, and made part of, Lease dated the 24th day of October,
1996, between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE
CITY OF NEW-YORK, as Landlord, and AMERICAN DIALOGUE, INC. as Tenant.

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

CPI ESCALATION

      THIRTY-SEVENTH: (a) Real Estate Tax and CPI Escalation. In order (i) to
adjust, during the term of this lease, for increases in the expenses of the
Landlord for Real Estate Taxes, the Tenant shall pay to the Landlord, as
additional rent, the Tenant's Proportionate Share of any increases in such Real
Estate Taxes, and (ii) to adjust for increases in other operating expenses of
the Landlord, the Tenant shall pay to the Landlord, as additional rent, the CPI
Adjustments for Increases in Other Operating Expenses, namely the amount by
which the Base Rent Allocated to Other Operating Expenses is increased by
application to the Base Rent Allocated to Other Operating Expenses of increases
in the Index over the Base Index, all as computed as set forth below in this
Article. The Landlord may, at any time during the term of this lease, elect to
discontinue the Tenant's payment of additional rent representing CPI Adjustments
for Increases in Other Operating Expenses as set forth in clause (ii) of
subparagraph (a) above in order to adjust for increases in other operating
expenses of the Landlord, and may elect to substitute therefor additional rent
representing Increases in Operating Expenses, all as set forth in, and in
accordance with the provisions of, Article THIRTY-EIGHTH. Capitalized words or
expressions used above are defined in subparagraph (b) below.

      (b) Definitions. As used in this Article the following capitalized words
or expressions shall have the meanings ascribed to them below:

      1. "Real Estate Taxes" shall mean and include the expenditures of the
Landlord for taxes or assessments payable by the Landlord upon or with respect
to the building and the land upon which it is located, imposed by Federal, State
or local government (plus all expenditures for fees and expenses incurred in the
course of obtaining a reduction in any tentative assessed valuation), and all
taxes imposed by any such authority relating to the maintenance and operation of
the building, but shall not include income, franchise, inheritance or capital
stock taxes.

                                                                  PLEASE INITIAL

      2. "Base Rent Allocated to Other Operating Expenses" shall mean an amount
equal to 85% of the fixed annual rent prescribed on page 1 of this lease, as
such rent may be payable from time to time.

      3. "Increase in Real Estate Taxes" shall mean the amount by which Real
Estate Taxes in any Subsequent Year, exceed Real Estate Taxes for the Base
Year.

      4. "CPI Adjustment for Increases in Other Operating Expenses" shall mean
the amount obtained by multiplying the Base Rent Allocated to Other Operating
Expenses by the percentage by which the Index, as last published on the date
next prior to the Computation Date and the Index as last published on the date
next prior to each anniversary date of the Computation Date, shall exceed the
Base Index.

      5. "Index" shall mean the "Consumer Price Index for All Urban Consumers"
"(1982/84 = 100)" specified for "All Items," relating to New York City and
published by the Bureau of Labor Statistics of the United States Department of
Labor. In the event the Index shall hereafter be converted to a different
standard reference base or otherwise revised, the determination of the CPI
Adjustment for Increases in Other Operating Expenses shall be made on the basis
of such conversion factor, formula or table for converting the Index as may be
published by the Bureau of Labor Statistics, or, if said Bureau shall not
publish the same, then with the use of such conversion factor, formula or table
as may be published by Prentice-Hall, Inc., or, failing such publication, by any
other nationally recognized publisher of similar statistical information. In the
event either Index shall cease to be published, then, for the purposes of this
Article, there shall be substituted for the Index such other index as Landlord
and Tenant shall agree upon, and, if they are unable within ninety (90) days
after the Index ceases to be published, such matter shall be determined in New
York City by arbitration in accordance with the Rules of the American
Arbitration Association.

      6. "Base Index" shall mean the Index as last published prior to October 1,
1996

      7. "CPI Comparative Statement" shall mean a statement, in writing, signed
by the Landlord, or, on its behalf, by an officer of any corporation acting as
its managing agent, showing (i) a comparison of (a) Real Estate Taxes for the
Base Year with (b) Projected Real Estate Taxes for a Subsequent Year (which
shall be the same calendar year as the year of the Computation Date used in such
CPI Comparative Statement), (ii) the Base Rent Allocated to Other Operating
Expenses and the CPI Adjustment for Increases in Other Operating Expenses for
such Subsequent Year, and (iii) if the Tenant paid additional rent pursuant to
this Article with respect to the immediate preceding Subsequent Year, any
adjustment necessitated by a variance between the Projected Real Estate Taxes
for such Subsequent Year (as shown in the last previous CPI Comparative
Statement) and the actual Real Estate Taxes for such Subsequent Year (as shown
in the current CPI Comparative Statement).

      8 "Base Year" shall mean the Real Estate Tax Year commencing July 1, 1996
and ending June 30, 1997.

      9. "Subsequent Year" shall mean any calendar year following the Base Year,
falling wholly or partly within the term of the Tenant under this lease and the
calendar year following the year in which the term of this lease terminates.

                                                                  PLEASE INITIAL


                                       (1)
<PAGE>
                                      (2)


                                                                       Escalator
                                                                        77-B/82

      10. "Computation Date" shall mean the first day of October, 1997, and,
in Subsequent Years, its anniversary date.

      11. "Projected Real Estate Taxes" shall mean the Landlord's estimate
(which in any event must be reasonable in the light of past experience) of Real
Estate Taxes for a particular Subsequent Year.

      12. "Tenant's Proportionate Share" shall mean a fraction, of which the
numerator shall be the number of Rentable Square Feet of Area of the premises
occupied by the Tenant and the denominator shall be 90% of the total number of
Rentable Square Feet of Area in the entire building.

      13. "Rentable Square Feet of Area" shall mean, as to basement and ground
floor space, the number of net square feet of the area thereof and, as to all
floors above the ground floor, shall mean the number of gross square feet of the
area thereof.

      The terms "Increases in Other Operating Expenses" and "Operating Expense
Comparative Statement" shall have the meanings assigned to such terms in
paragraph (b) of Article THIRTY-EIGHTH.

      (c) Statements for the Tenant. On or before November 1, 1997, and on or
before that day in each Subsequent Year, the Landlord will furnish a CPI
Comparative Statement to the Tenant. The failure of the Landlord to furnish a
CPI Comparative Statement shall be without prejudice to the right of the
Landlord to furnish a CPI Comparative Statement at any time in the future.

      Every CPI Comparative Statement furnished by the Landlord pursuant to
this Article shall be conclusive and binding upon the Tenant unless (i)
within ten (10) days after the receipt of such CPI Comparative Statement
Tenant shall notify Landlord that it disputes the correctness thereof,
specifying the particular respects in which the CPI Comparative Statement is
claimed to be incorrect, and (ii) if such dispute shall not have been settled
by agreement, the dispute shall have been submitted to arbitration within
ninety days after receipt of the CPI Comparative Statement. Pending the
determination of such dispute by agreement of arbitration as aforesaid,
Tenant shall pay additional rent in accordance with the CPI Comparative
Statement and such payment shall be without prejudice to Tenant's position
and to the Tenant's rights to a refund of any overpayment. If the dispute
shall be determined in Tenant's favor, Landlord shall forthwith pay Tenant
the amount of Tenant's overpayment of additional rent resulting from
compliance with the CPI Comparative Statement.

                                                                  PLEASE INITIAL

      (d) Computation of Increase in Rent Payable by the Tenant. When the
Landlord shall furnish the Tenant with any CPI Comparative Statement in
accordance with this Article which shall show an Increase in Projected Real
Estate Taxes or a CPI Adjustment for Increases in Other Operating Expenses, then
the rent payable under the lease shall be increased by the Tenant's
Proportionate Share of the increase in Projected Real Estate Taxes and by the
CPI Adjustment for Increases in Other Operating Expenses which shall be payable
(with payment on account of such increases) as follows: (1) on the first day for
the payment of rent under this lease following the receipt of a CPI Comparative
Statement, the Tenant shall pay to the Landlord a sum equal to one-twelfth of
the Tenant's Proportionate Share of the increase in Projected Real Estate Taxes
plus one-twelfth of the CPI Adjustment for Increases in Other Operating Expenses
(plus or minus, as the case may be, any adjustment necessitated by a variance
between (x) the Projected Real Estate Taxes for the calendar year prior to the
year of the Computation Date used in such CPI Comparative Statement and (y) the
actual Real Estate Taxes for such calendar year) and (2) thereafter, until a
different CPI Comparative Statement or Operating Expense Comparative Statement
shall be submitted, the monthly installments of rent payable under this lease
shall continue to be increased by such amount.

      With respect to any CPI Comparative Statement furnished to the Tenant in
the Subsequent Year following the year in which the term of this lease
terminates, if such CPI Comparative Statement shall indicate an adjustment
necessitated by a variance between (x) the Projected Real Estate Taxes for the
calendar year prior to the year of the Computation Date used in such CPI
Comparative Statement (i.e., the last calendar year of the lease term) and (y)
the actual Real Estate Taxes for such calendar year, then the Tenant shall
promptly pay to the Landlord, or the Landlord promptly shall pay to the Tenant,
as the case may be, the amount of any such adjustment as indicated in such CPI
Comparative Statement.

      (e) Inspection of Books. The Tenant or its authorized representative shall
have a right to examine the books of the Landlord showing the Real Estate Taxes
with respect to the building during regular business hours for the purpose of
verifying the information set forth in any CPI Comparative Statement relating to
any Increase in Real Estate Taxes shown in such CPI Comparative Statement;
PROVIDED that a written request for such inspection is made by the Tenant within
ten days of the receipt of any such CPI Comparative Statement.

      (f) Decreases in Real Estate Taxes or Index. In no event shall any
decrease in the Real Estate Taxes or the Index in any way reduce the fixed rent
or additional rent payable by the Tenant under this lease, except to the extent
to which any such decrease shall result in a decrease in the additional rent
payable pursuant to this Article; PROVIDED HOWEVER that no decrease in Real
Estate Taxes shall in any way reduce any additional rent payable on account of
any CPI Adjustment for Increases in Other Operating Expenses, and that no
decrease in the amount of the CPI Adjustment for Increases in Other Operating
Expenses shall in any way reduce any additional rent payable on account of any
Increase in Real Estate Taxes.

                                                                  PLEASE INITIAL


<PAGE>

INCREASES IN EXPENSES

      THIRTY-EIGHTH: (a) Landlord's Election to Substitute Operating Expense
Escalation. In order to adjust for increases in certain expenses of the
Landlord, clause (ii) of subparagraph (a) of Article THIRTY-SEVENTH provides
that the Tenant will pay the Landlord as additional rent, the CPI Adjustment for
Increases in Other Operating Expenses. The Landlord may, at any time during the
term of this lease, elect to discontinue, prospectively, the payment of the CPI
Adjustment for Increases in Other Operating Expenses, and may elect to
substitute therefor additional rent representing Increases in Operating Expenses
as set forth below. The Landlord shall give the Tenant notice of such election
by delivering to the Tenant prior to June 1st in any year an Operating Expense
Comparative Statement, together with a Landlord's Notice, and, such election
shall be effective commencing with the first day of the next calendar month and
shall remain effective for the balance of the term of this lease.

      Capitalized words or expressions are used as defined in subparagraph (b)
below.

      (b) Definitions. As used in this Article the following capitalized words
or expressions shall have the meanings ascribed to them below:

      1. "Operating Expense Comparative Statement" shall mean a statement, in
writing signed by the Landlord or, on its behalf by an officer of any
corporation acting as its managing agent, showing (i) a comparison of (a) Real
Estate Taxes for the Base Year with (b) Projected Real Estate Taxes for the then
current Subsequent Year, (ii) the Base Rent Allocated to Other Operating
Expenses and the Final CPI Adjustment Amount, (iii) a comparison of (x) the
Operating Expenses for the OE Base Year with the Projected Operating Expenses
for the then current Subsequent Year, and (iv) if the Tenant paid additional
rent pursuant to this Article with respect to the immediately preceding
Subsequent Year, any adjustment necessitated by a variance between Projected
Real Estate Taxes for such immediately preceding Subsequent Year (as shown in
the last Operating Expense Comparative Statement) and the Actual Real Estate
Taxes for such immediately preceding Subsequent Year (as shown in the current
Operating Expense Comparative Statement) or by a variance between the Projected
Operating Expenses for such immediately preceding Subsequent Year (as shown in
the last Operating Expense Comparative Statement) and the actual Operating
Expenses for such immediately preceding Subsequent Year (as shown in the current
Operating Expense Comparative Statement).

      2. "Landlord's Notice" shall mean a notice, to be delivered with the first
Operating Expense Comparative Statement, in which the Landlord confirms that it
has elected to discontinue, prospectively, the Tenant's payment of additional
rent representing CPI Adjustments for Increases in Other Operating Expenses as
contemplated by clause (ii) of subparagraph (a) of Article THIRTY-SEVENTH and to
adjust in the future for increases in other operating expenses of the Landlord
by requiring the Tenant to pay as additional rent an amount equal to Increases
in Operating Expenses as set forth in this Article THIRTY-EIGHTH.

                                                                  PLEASE INITIAL

      3. "Projected Operating Expenses" shall mean the Landlord's estimate
(which in any event must be reasonable in the light of past experience) of
Operating Expenses for a particular Subsequent Year.

      4. "OE Base Year" shall mean the calendar year preceding the calendar year
of the Computation Date used in the Operating Expense Comparative Statement
accompanied by the Landlord's Notice.

      5. "Final CPI Adjustment Amount" shall mean the amount obtained by
multiplying the Base Rent allocated to Other Operating Expenses by the
percentage by which the Index, as last published immediately prior to December
31st in the calendar year which is the OE Base Year exceeds the Base Index.

      6. "Operating Expenses" shall mean with respect to any particular calendar
year all costs and expenses paid or incurred in such calendar year by Landlord
or on Landlord's behalf in respect of the repair, maintenance and/or operation
of the land and/or the building and the curbs, sidewalks, plazas and other
appurtenances adjoining the same, including, without limitation, the following:

      (a) Wages, salaries, fees and other compensation and payments and payroll
      taxes and contributions to any social security, unemployment insurance,
      welfare, pension or similar fund and payments for other fringe benefits
      (including premiums on health, accident and group life insurance for
      employees) made to or on behalf of all employees of Landlord performing
      services rendered in connection with the operation and maintenance of the
      building;

      (b) payroll taxes, workers' compensation, uniforms and related expenses
      for employees;

      (c) the cost of painting and the cost of interior and exterior landscape
      maintenance;

      (d) premiums and other charges for rent, casualty, boiler, sprinkler,
      plate-glass, liability, fidelity and any other insurance Landlord
      maintains;

      (e) the cost of all supplies (including, without limitation, cleaning
      supplies), hand tools and other materials used in the repair, maintenance
      and/or operation of the building, and sales and other taxes thereon;

      (f) the depreciation for, or the cost of the rental (including all
      applicable sales taxes) of, all movable equipment used in the repair,
      maintenance and/or operation of the building;

                                                                  PLEASE INITIAL


                                       (3)
<PAGE>
                                       (4)


                                                                       Escalator
                                                                         77-B/82

      (g) the cost of, or the cost of the rental of, together with the cost of
      the installation of, any building security or other system used in
      connection with life or property protection, installed after the OE Base
      Year (including the cost of and/or the cost of the rental of all
      machinery, electronic systems and other equipment comprising any part
      thereof), as well as the cost of the operation and repair of any such
      system in operation during the OE Base Year;

      (h) the cost of all charges for window and other cleaning, janitorial and
      other services;

      (i) charges of independent contractors;

      (j) whether or not capitalized under generally accepted accounting
      principles, cost of repairs, and costs of replacements made in connection
      with repairs, of cables, fans, pumps, boilers, cooling equipment, wiring
      and electrical fixtures and metering, control and distribution equipment,
      component parts of the HVAC, electrical, plumbing, elevator and any life
      and/or property protection (including, without limitation, sprinkler)
      systems, window washing equipment and snow removal equipment;

      (k) the cost of steam or any other fuel used in connection with the
      operation and maintenance of the building;

      (l) the cost of electricity used in connection with the operation and
      maintenance of the building (excluding electricity consumed directly by
      tenants);

      (m) whether or not capitalized under generally accepted accounting
      principles, costs for alterations and improvements to the building made
      after the OE Base Year by reason of the laws and requirements of any
      public authorities or the requirements of insurance bodies or Landlord's
      insurer which costs shall be amortized over five years;

      (n) management fees or, if no managing agent is employed by Landlord, a
      sum in lieu thereof which is not in excess of the then prevailing rates
      for management fees of first class office buildings in New York County;

                                                                  PLEASE INITIAL

      (o) whether or not capitalized under generally accepted accounting
      principles, costs of improvements, equipment or machinery installed for
      the purpose of reducing energy consumption or reducing other Operating
      Expenses, which costs shall be amortized over five years;

      (p) reasonable legal, accounting and other professional fees incurred in
      connection with the operation, maintenance and/or management of the
      building;

      (q) all other charges properly allocable to the repair, operation and/or
      maintenance of the building in accordance with real estate accounting
      practices customarily used in New York City.

Notwithstanding the foregoing, Operating Costs shall not include expenditures
for any of the following: (1) depreciation (except as PROVIDED above), (2)
interest on and amortization of mortgages, (except as otherwise PROVIDED above),
(3) leasehold improvements made for tenants of the building, (4) brokerage
commissions, (5) refinancing costs, (6) the cost of any electricity furnished to
tenants, (7) the cost of capital improvements (other than such capital
improvements as are included above). The cost of any Operating Expense which was
included in the OE Base Year and which is no longer being incurred by Landlord
by reason of the installation of labor saving devices or other capital
improvements or expenditures the cost of which was paid by other than Tenant
shall be deleted from OE Base Year Operating Expenses in calculating any
Increase in Operating Expenses in any Subsequent Year.

      All of the capitalized words or expressions not otherwise defined herein
shall have the meanings ascribed to them in paragraph (b) of Article
THIRTY-SEVENTH.

      (c) Statements for the Tenant. Prior to June 1st in each Subsequent Year
after delivery of the Landlord's Notice, and on or before that day in each
Subsequent Year, the Landlord will furnish an Operating Expense Comparative
Statement to the Tenant. The failure of the Landlord to furnish an Operating
Expense Comparative Statement shall be without prejudice to the right of the
Landlord to furnish an Operating Expense Comparative Statement at any time in
the future.

      Every Operating Expense Comparative Statement furnished by the Landlord
pursuant to this Article shall be conclusive and binding upon Tenant unless (i)
within ten days after the receipt of such Operating Expense Comparative
Statement Tenant shall notify Landlord that it disputes the correctness thereof,
specifying the particular respects in which such Operating Expense Comparative
Statement is claimed to be incorrect, and (ii) if such dispute shall not have
been settled by agreement, the dispute shall have been submitted to arbitration
within ninety days after receipt of such Operating Expense Comparative
Statement. Pending the determination of such dispute by agreement of arbitration
as aforesaid, Tenant shall pay additional rent in accordance with such Operating
Expense Comparative Statement and such payment shall be without prejudice to
Tenant's position and to the Tenant's rights to a refund of any overpayment. If
the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay
Tenant the amount of Tenant's overpayment of additional rent resulting from
compliance with such Operating Expense Comparative Statement.

                                                                  PLEASE INITIAL

<PAGE>

                                                                       Escalator
                                                                        77-B/82

      (d) Computation of Increases in Rent Payable by Tenant. When the Landlord
shall furnish the Tenant with any Operating Expense Comparative Statement in
accordance with this Article which shall show either (i) an Increase in
Projected Real Estate Taxes, (ii) a Final CPI Adjustment Amount or (iii) an
increase in Projected Operating Expenses, then the rent payable under the lease
shall be increased by the Tenant's Proportionate Share of the increase in the
Projected Real Estate Taxes, the Final CPI Adjustment Amount, and the Tenant's
Proportionate Share of the increase in Projected Operating Expenses, which shall
be payable (with payment on account of such increases) as follows: (1) on the
first day for the payment of rent under this lease following the receipt of the
Operating Expense Comparative Statement, the Tenant shall pay to the Landlord
the sum equal to the aggregate of one-twelfth of the Tenant's Proportionate
Share of the increase in Projected Real Estate Taxes, plus one-twelfth of the
Final CPI Adjustment Amount, plus one-twelfth of the Tenant's Proportionate
Share of the increase in Projected Operating Expenses (plus or minus, as the
case may be), any adjustment necessitated by a variance between (x) the
Projected Real Estate Taxes for such immediately preceding Subsequent Year and
(y) the actual Real Estate Taxes for such immediately preceding Subsequent Year
or by a variance between the (aa) Projected Operating Expenses for such
Subsequent Year and (bb) the actual Operating Expenses for such Subsequent Year,
and (2) thereafter, until a different Operating Expense Comparative Statement
shall be submitted as above PROVIDED, the monthly installments of rent payable
under this lease shall be continued to be increased by such amount.

      With respect to the Operating Expense Comparative Statement furnished to
the Tenant in the Subsequent Year following the year in which the term of this
lease terminates, if such Operating Expense Comparative Statement shall indicate
an adjustment necessitated by a variance of the type referred to in clauses (x)
and (y) or clauses (aa) and (bb) in the immediately preceding paragraph, then
the Tenant shall promptly pay to the Landlord, or the Landlord promptly shall
pay to the Tenant, as the case may be, the amount of any such adjustment as
indicated in such Operating Expense Comparative Statement.

      (e) Inspection of Books. The Tenant or its authorized representative shall
have a right to examine the books of the Landlord showing the Real Estate Taxes
and Operating Expenses with respect to the building during regular business
hours for the purpose of verifying the information set forth in any Operating
Expense Comparative Statement relating to any Increase in Real Estate Taxes or
Operating Expenses shown in such Operating Expense Comparative Statement;
PROVIDED that a written request for such inspection is made by the Tenant within
ten days of the receipt of any such Operating Expense Comparative Statement.

      (f) Decreases in Real Estate Taxes, Index or Operating Expenses. In no
event shall any decrease in the Real Estate Taxes or any decrease in the Index
or the Operating Expenses in any way reduce the fixed rent or additional rent
payable by the Tenant under this lease, except to the extent to which any such
decrease shall result in a decrease in the additional rent payable pursuant to
this Article; PROVIDED however that a decrease in Real Estate Taxes shall not in
any way reduce any additional rent payable on account of the Final CPI
Adjustment Amount or any Increase in Operating Expenses, and that a decrease in
the Index shall not in any way affect any amount, including without limitation
the CPI Final Adjustment Amount, and that a decrease in the amount of the
Operating Expenses shall not in any way reduce any additional rent payable on
account of any Increase in Real Estate Taxes or the Final CPI Adjustment Amount.

                                                                  PLEASE INITIAL

<PAGE>

                                  RIDER NO. 2

attached to and made part of Lease, dated October 24, 1996 between THE RECTOR,
CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK, as
Landlord, and AMERICAN DIALOGUE, INC., as Tenant.

EIGHTEENTH (re-written): (a) The use to be made of the premises by the Tenant
and the identity of the Tenant being among the inducements to the making of this
lease by the Landlord, the Tenant shall not, except in accordance with the terms
of this Article, (i) use or permit the premises or any part thereof to be used
for any purposes other than those specified in the lease, (ii) sublet or
underlet the premises or any part thereof, (iii) permit the premises or any part
thereof to be occupied by anyone other than the Tenant or its officers or
employees, (iv) mortgage or encumber this lease or any interest therein, (v)
assign or transfer, by operation of law or otherwise, this lease or any interest
therein.

      (b) The Tenant shall not, without having first obtained the Landlord's
prior written consent thereto, (i) use or permit the premises or any part
thereof to be used for any purposes other than those specified in the lease, or
(ii) mortgage or encumber this lease or any interest therein.

                                                                  PLEASE INITIAL

      (c) The Tenant shall not, except in accordance with the provisions of
paragraphs (d) through (1) of this Article, (i) assign or transfer, by operation
of law or otherwise, this lease or any part therein, (ii) sublet or underlet the
premises or any part thereof, or (iii) permit the premises or any part thereof
to be occupied by anyone other than the Tenant or its officers or employees.

      (d) If the Tenant shall desire to assign this lease or to sublet the whole
or any part of the premises or to permit the premises to be occupied by any
person other than the Tenant, the Tenant will notify the Landlord as to (i) the
action which the Tenant proposes; (ii) the portion of the premises with respect
to which the Tenant proposes to take such action (the "Affected Premises");
(iii) the name and business address of the proposed assignee, sublessee or
occupant (the "Proposed Undertenant"); (iv) the name and residence address of
the officers and principal stockholders of the Proposed Undertenant, if a
corporation is involved, or the names and residence addresses of the partners
thereof if a partnership or joint venture is involved; (v) the information, in
reasonable detail, as to the Proposed Undertenant which is required to permit
the Landlord to make the determinations described in paragraph (h) below; (vi)
the terms upon which the Tenant proposes to assign this lease or sublet the
premises or permit the premises to be occupied by the Proposed Undertenant
(including the terms under


<PAGE>

which any additions, alterations or decorations are to be made to the Affected
Premises and the terms on which the Proposed Undertenant is to buy or lease any
fixtures, leasehold improvements, equipment, furniture, furnishings or other
personal property from the Tenant); and (vii) the name and address of any real
estate broker or other person to whom a commission may be owed by any person in
connection with such assignment, subleasing or occupation. (The Tenant's notice
of desire to assign, sublease or permit occupancy of the Affected Premises by
others, with the information prescribed above is hereafter referred to as a
"Tenant's Subleasing Notice").

      (e) By written notice executed by the Landlord and delivered to the Tenant
within thirty (30) days following receipt of the Tenant's Subleasing Notice (for
the purposes hereof such notice shall not be deemed to have been received by the
Landlord until all of the information required by paragraph (d) above shall have
been furnished to the Landlord), the Landlord shall have the absolute right to
select one of the alternatives set forth in paragraphs (f), (g) or (h) below.

                                                                  PLEASE INITIAL

      (f) In the event of a proposed assignment of this lease or the subleasing
or occupation of the entire premises subject to this lease for the then
remaining balance of the term of this lease, (i) the Landlord may elect to
require the Tenant to surrender the premises to the Landlord and terminate this
lease with respect to the premises on the last day of the second complete
calendar month following the Tenant's Subleasing Notice and comply with the
provisions of this lease respecting surrender at the end of the term not later
than such date or (ii) the Landlord may give its consent to any such assignment,
sublease or occupation. Any subletting or occupancy by a third party as a
consequence of which 25% or less in an area of the Premises shall remain in
occupancy by the Tenant herein named may, at the Landlord's option, be
considered a subleasing of the whole of the Premises.

      (g) In the event of a proposed subleasing or occupation of less than the
entire premises subject to this lease or the entire premises for less than the
then remaining balance of the term of this lease, (i) the Landlord may elect to
require the Tenant to surrender to the Landlord and vacate the Affected Premises
not later than the date upon which the proposed subleasing or occupation is
proposed to commence and comply on such date with the provisions of this lease
as to surrender at the expiration of the term with respect to the Affected
Premises, and the Tenant shall, at its expense, erect the partitioning required
to separate the Affected Premises from the remainder of the premises, create any
doors required to provide an independent means of access to the Affected
Premises from elevators and



                                      (2)
<PAGE>


lavatories and to segregate the wiring and meters and electric current
facilities, so that the Affected Premises may be used as a unit for commercial
purposes, separate from the remainder of the premises remaining in occupation of
the Tenant; in which event the rent and all additional rent payable under this
lease shall be reduced proportionately with the diminution in the area of the
premises upon surrender of the Affected Premises; or (ii) the Landlord may give
its consent to any such sublease or occupation.

      (h) In the case of an assignment, the Landlord shall be under no
obligation to consent thereto or to select one of the alternatives set forth in
paragraph (f) above, unless the Landlord's investigation of the financial
standing of the proposed assignee discloses that there is no reason to doubt the
financial ability of the assignee to carry out its obligations under this lease
for the balance of the term and the Landlord's investigation of the manner in
which the proposed assignee conducts its business indicates that the assignee
will conduct its business in the premises in conformity with the requirements of
this lease or that there will be no interference with the orderly conduct of
their business and the enjoyment of their premises by other tenants in the
building. In the case of a sublease or occupation, the Landlord shall be under
no obligation to consent thereto or select one of the alternatives set forth in
paragraph (f) or (g) above, as the case may be, unless the Landlord's
investigation of the nature of the business of the proposed sublessee or
occupant or the manner in which the proposed sublessee or occupant will conduct
such business indicates that there is no reason to doubt that such business will
be conducted in conformity with the requirements of this lease and that the use
of the premises by the proposed sublessee or occupant will not result in damage
to or deterioration of the premises or the building, or interfere with the
orderly conduct of their businesses and the enjoyment of their premises by other
tenants in the building. The Landlord shall be under no obligation to consent to
any assignment of this lease or any subletting or occupation of the premises to
or by any person other than the Tenant unless the criteria set forth in this
paragraph are satisfied.

                                                                  PLEASE INITIAL

      (i) If the Landlord's Subleasing Notice shall be to the effect that the
Landlord elects that the Affected Premises be surrendered, then the Affected
Premises shall be surrendered in accordance with clause (i) of paragraph (f) or
(g) above, as the case may be, and any work required to be done to separate the
Affected Premises from the remainder shall be commenced promptly following the
Tenant's receipt of the Landlord's Subleasing Notice and carried on with
diligence and conformity.



                                      (3)
<PAGE>

      (j) No consent given by the Landlord shall be deemed to permit any act
except the act to which it specifically refers, or to render unnecessary any
subsequent consent, and any assignment or subletting of the premises shall not
relieve the Tenant or any mesne assignee from any obligations, duty or covenant
under this lease, and in all cases a violation of any of the covenants or duties
or obligations under this lease by a subtenant or assignee shall, in addition,
be deemed to be the act of the Tenant herein. No assignment, transfer, mortgage,
encumbrance, subletting or arrangement in respect of the occupancy of the
premises shall create any right in the assignee, transferee, mortgagee,
subtenant or occupant, unless the consent of the Landlord shall first have been
obtained, and unless, if an assignment is involved, the transferee or assignee
shall have delivered an agreement duly executed by the assignee or transferee
wherein the assignee or transferee assumes and agrees to pay or otherwise keep
and perform the obligations of the Tenant in this lease or, if a sublease is
involved wherein the sublessee agrees that any act or omission by the sublessee
which, if performed or omitted by the Tenant under this lease would be a default
thereunder shall also be a default under the provisions of the sublease. Any
assignee by accepting an assignment shall nevertheless be conclusively deemed to
have assumed this lease and all obligations already accrued or to accrue
thereunder and further to have agreed to fully and duly perform all the Tenant's
covenants herein contained. If the Tenant shall, at any time, be in default in
the payment of rent, the Landlord shall have the right to collect rent from any
assignee, undertenant or occupant, and credit the same to the account of the
Tenant, and no such collection shall constitute a waiver of the foregoing
covenant or the acceptance of anyone other than the Tenant, as Tenant or shall
otherwise release, impair or otherwise affect any obligation of the Tenant under
this lease. Immediately following the execution and delivery of any assignment
of this lease or any subleasing of the premises or an agreement as to the
occupancy thereof, the Tenant will furnish a duplicate of the instrument in
question to the Landlord.

                                                                  PLEASE INITIAL

      (k) Subject to paragraphs (j) and (l) of this Article and to continued
compliance with Article FIRST of this lease, the Tenant is authorized to
sublease portions of the premises to a subsidiary corporation or corporations or
to a corporation affiliated with the Tenant, without compliance with the
provisions of paragraph (c) through (g) of this Article. A subsidiary
corporation shall mean and include a corporation of which the Tenant owns and
holds at least a majority of each class of stock which is authorized to vote at
the time when the sublease is executed. An affiliated corporation shall mean and
include a corporation which is owned and

                                                                  PLEASE INITIAL


                                      (4)
<PAGE>

controlled by the corporation which owns and controls the Tenant by ownership of
at least a majority of each such class of stock. Before making any sublease to
any such subsidiary or affiliated corporation, the Tenant shall certify to the
Landlord the manner in which such subsidiary or affiliated corporation is
related to and controlled by the Tenant and the purposes for which the subleased
premises will be used. If the Tenant is a corporation or partnership, the
transfer of a controlling interest in such entity shall be deemed an assignment.

      (l) Anything herein to the contrary notwithstanding, the Tenant may not
assign this lease or sublet or permit the occupancy by any other party of all or
any part of the demised premises at any time when the Tenant has not paid any
rent and additional rent when it is payable or at any time prior to the
expiration of the first twelve months following the commencement of the term of
this lease. The Tenant shall furnish the Landlord with a counterpart (which may
be a conformed or reproduced copy) of each sublease, assignment or agreement of
occupancy made hereunder within ten days after the date of its execution. Tenant
shall remain fully liable for the performance of all of Tenant's obligations
hereunder notwithstanding anything provided for herein, and without limiting the
generality of the foregoing, shall remain fully responsible and liable to
Landlord for all acts and omissions of any subtenant, assignee or occupant or
anyone claiming under or through any such person which shall be in violation of
any of the obligations of this lease and any such violation shall be deemed to
be a violation by Tenant. Tenant shall pay Landlord on demand any expense which
Landlord may reasonably be required to incur in acting upon any request for
consent pursuant to this Article.

                                                                  PLEASE INITIAL

      (m) Notwithstanding anything else in this Article, the Landlord shall have
the right to condition its consent to any proposed sublease of all or a portion
of the premises on the following:

      (i)   The Tenant shall not be in default in the payment of rent or the
            performance of any other of its obligations under this lease.

      (ii)  The Tenant shall have delivered to the Landlord a Tenant's
            Subleasing Notice as required by Subparagraph (d) above.

      (iii) The Tenant shall have complied with the provisions of paragraphs (j)
            and (l) of this Article.

      (iv)  The Tenant shall grant the Landlord a security interest in the
            sublease and the rents payable thereunder and shall take all
            necessary steps required to perfect such security interest.



                                      (5)
<PAGE>

      (v)   The sublease shall include a provision to the effect that if the
            Landlord shall notify the sublessee that the Tenant is in default in
            the payment of rent or the performance of its other obligations
            under this lease the sublessee shall, if so requested by the
            Landlord pay all rent and other amounts due under the sublease
            directly to the Landlord.

      (n) At the request of the Landlord, the Tenant will furnish to the
Landlord, within ten days of receipt of a request therefor, a certificate
executed in the name and on behalf of the Tenant, confirming that, except as
previously consented to in writing by the Landlord or as otherwise specifically
set forth in such certificate, the Tenant has not (i) used or permitted the
premises or any part thereof to be used for any purposes other than those
specified in this lease, (ii) mortgaged or encumbered this lease or any interest
therein, (iii) assigned or transferred, by operation of law or otherwise, this
lease or any interest therein, (iv) sublet or underlet the premises or any part
thereof, or (v) permitted the premises or any part thereof to be occupied by
anyone other than the Tenant or its officers or employees. With respect to any
exception to clauses (i) through (v) above which the Landlord has not previously
consented to in writing, the Landlord in its sole discretion, may either consent
thereto (which consent may be subject to any conditions specified by the
Landlord) or exercise the rights and remedies available to the Landlord under
the terms of this lease.

THIRTY-NINTH: If the Landlord has instituted, or shall institute, a security
guard program at the building under contract with a recognized security guard or
patrol agency which shall supply guards for lobby, hall, loading bank and other
patrol services at the building on a contract basis, the Tenant will, within ten
days following receipt of a statement from the Landlord of the Landlord's
expenditures for the security guard services, pay to the Landlord the Tenant's
proportionate share of 121% of the Landlord's expenditures for the security
guard services for the building. The amount payable hereunder shall constitute
additional rent. Statements of the Landlord's expenditures in successive periods
of 90 days following the institution of the service shall be submitted not more
frequently than once in each period of three months during the term. The
Tenant's proportionate share of the Landlord's expenditures for the security
guard services shall be that fraction of such expenditures for a three-month
period of which the numerator is the number of square feet of the rentable area
of the premises and the denominator is the number of square feet of the rentable
area of the building which at the expiration of each three-month period in
question was under lease and

                                                                  PLEASE INITIAL



                                      (6)
<PAGE>

occupied or under lease to be occupied by other tenants. Any basement or ground
floor rentable space whose area is to be computed and used in the foregoing
fraction shall be computed on a net measurement basis, all other rentable areas
are to be computed on a gross measurement basis.

      The Landlord may discontinue any such security guard program at any time
after 90 days' notice to the Tenant of the Landlord's election to do so.

FORTIETH: In addition to the elevator service described in paragraph
TWENTY-NINTH of this lease, the Landlord will maintain in service and available
for the use of the Tenant, one passenger elevator at all times on all days of
the week, including Saturdays, Sundays and legal holidays. In the event that the
Tenant requires freight elevator service, or heat on Saturdays, Sundays, federal
and state holidays and all holidays recognized by the unions representing
Landlord's building personnel or during hours in addition to those prescribed
under paragraph TWENTY-NINTH of this lease, the Landlord will furnish the
additional elevator service or heat or both, as the case may be, upon notice of
the Tenant's need therefor. Such notice may be written or oral and shall be
given as long a time as practicable prior to the time when the additional heat
or freight elevator service is required. The Tenant will pay for any additional
freight elevator service and heat furnished after the hours prescribed in
paragraph TWENTY-NINTH at the respective prevailing rates per hour as
established from time to time by the Landlord for such services at the building
or in the buildings of the Landlord, generally, for each hour during which the
additional service is supplied. All charges for additional freight elevator
service and heat shall be payable when billed and in the event of default of
payment therefor, the Landlord may refuse further service and the amount unpaid
shall be deemed additional rent for which the Landlord shall have all the
remedies for collection herein specified with respect to rent. The failure on
the part of the Landlord to furnish such additional elevator service or heat, if
due to breakdowns, repairs, maintenance, strikes, or other causes beyond the
control of the Landlord, shall involve no liability on the part of the Landlord
nor shall it constitute an eviction.

FORTY-FIRST: The Tenant is hereby granted the privilege of occupying the
premises subject to all of the terms, covenants and conditions of this lease,
including, but not limited to, the payment of any service charges for electric
current, water, sprinkler maintenance

                                                                  PLEASE INITIAL


                                      (7)
<PAGE>

and any overtime elevator or heat service and to the payment of any additional
rent payable pursuant to the provisions of Article THIRTY-SEVENTH of this lease
but otherwise free of the payment of fixed rent during the following periods:

      (i) During the period beginning with the tender of possession of the
premises by the Landlord to the Tenant at any time prior to the commencement of
the term of this lease and ending on September 30, 1996, the date prior to the
commencement of the term.

      (ii) During the period of the term of this lease commencing on October 1,
1996, and ending on November 30, 1996, and during the period commencing on
October 1, 1997, and ending on October 31, 1997.

      The right to occupy the premises free of rent during the periods set forth
in clause (ii) of this Article FORTY-FIRST shall be subject to the condition
that the Tenant shall not default in the payment of any other fixed rent, or any
additional rent or any other charge due under this lease or in the performance
of the other terms, covenants and conditions thereof. In the event of any such
default, then fixed annual rent at the monthly rate set forth in this lease
shall be payable during the period in which the Tenant would otherwise be
entitled to the use of the premises free of fixed annual rent. Any such payment
shall be paid within 10 days following demand and shall constitute additional
rent under this lease.

FORTY-SECOND: In the event that the Landlord, for any reason, shall be unable to
give possession of the premises hereby demised by the first day of October,
1996, this lease shall nevertheless continue in full force and effect and the
Landlord shall tender and the Tenant will take possession of said premises under
the terms of this lease as soon as the Landlord shall have tendered possession
thereof to the Tenant; the fixed rent, however, to begin on the date upon which
such possession is tendered to the Tenant.

FORTY-THIRD: The Tenant represents that no broker, licensed or otherwise, was
involved in the making of this lease or brought the premises to the attention of
the Tenant and that all of the negotiations respecting this lease were conducted
with and through the offices of the Landlord.

      If the foregoing representation is breached, the Tenant agrees to
indemnify and hold Landlord harmless from any and all costs and expenses,
including without limitation, Landlord's legal fees and expenses paid or
incurred by Landlord in connection with any claim by a broker, co-broker and/or
finder in connection with this lease.

                                                                  PLEASE INITIAL


                                      (8)
<PAGE>

FORTY-FOURTH: In conducting its business in the premises, as permitted by this
lease, the Tenant will not deal in any sexually explicit, pornographic or
similarly objectionable materials. It being understood that violations of the
foregoing restriction may be subject to varying interpretations, it is agreed
that the Landlord shall be the sole judge of what constitutes sexually explicit,
pornographic or similarly objectionable materials.

                                                                  PLEASE INITIAL

      If the Tenant shall fail to operate the premises in the manner specified
in this Article, the Landlord may give notice to the Tenant to cure any
violation of this Article within 30 days. If the Tenant fails to cure such
violations to the satisfaction of the Landlord, as the Landlord in its sole
discretion shall determine, in such 30-day period, such failure shall constitute
a default hereunder and the Landlord shall have the right to terminate this
lease in accordance with the provisions of Article TWENTY-FIFTH of this lease.

                                                                  PLEASE INITIAL

<PAGE>

                                   WORK SHEET

      Attached to and made part of lease dated October 24, 1996 Between THE
RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK,
Landlord,

and AMERICAN DIALOGUE, INC., Tenant.

Building 304 Hudson Street

Space Part 6th Floor

      It is agreed that the following work is to be done by the Landlord at the
Landlord's expense:

1.    Install 7 1/2 ton air-cooled air conditioning unit with basic distribution
      ductwork (including power and control wiring, filing and Local Law #5
      hook-up).

2.    Repair existing windows to building standard and clean once at
      commencement of lease.

3.    Provide up to 10 watts per sq. ft. for air conditioning, lighting and
      convenience outlets (with meter and switch to a location selected by
      Landlord).

4.    Sand and seal existing wood floors to Landlord's specifications.

5.    Filing and Local Law #5 hookup to base building system to be done by
      Landlord's contractor at Tenant's expense, including all additional Tenant
      Local Law #5 devices within Tenant's premises.

6.    Landlord will reimburse tenant up to $22,860.00, upon presentation to the
      Landlord of invoices marked "Paid In Full" and waiver of liens from the
      contractor(s). Such funds shall be used for tenant improvements in the
      premises excluding telephone, computer systems, furniture and decorations
      (other than window blinds and carpeting), and professional fees.

      It is stipulated and agreed that the foregoing constitutes the memorandum
of repairs or decorations to be done by the Landlord referred so in the attached
and all the work to be done by the Landlord in the demised premises, except as
otherwise expressly PROVIDED in the attached lease.

      It is further stipulated and agreed that the aforesaid work shall be
commenced by the Landlord as soon as possible after the signing of the attached
lease and the payment by the Tenant of the first installment of rent and the
performance by the Tenant of any other obligations to be performed by the Tenant
at the time of the signing of the lease and shall be completed with reasonable
diligence, PROVIDED that the Landlord shall not be required to do the work on
days or hours other than usual working days and hours in the trades in question.

      Subject to the foregoing provisions the Landlord reserves the right, after
according reasonable consideration to the Tenant's wishes in the matter, to make
all decisions as to the time or times when, the order and style in which, said
work is so be done, and the labor or materials to be employed therefor. The work
shall be done, unless the Landlord otherwise directs, during the usual working
hours observed by the trades in question. It is stipulated and agreed that in
case the Landlord is prevented from commencing, prosecuting or completing said
work, due to the Landlord's inability to obtain or difficulty in obtaining the
labor or materials necessary therefor, or due to any governmental requirements
or regulations relating to the priority or national defense requirements, or due
to any other cause beyond the Landlord's control, the Landlord shall not be
liable to the Tenant for damages resulting therefrom, nor shall the Tenant be
entitled to any abatement or reduction of rent by reason thereof, nor shall the
same give rise to a claim in the Tenant's favor that such failure constitutes
actual, constructive, total or partial eviction from the demised premises.


                               THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF
                               TRINITY CHURCH IN THE CITY OF NEW YORK, Landlord.

                               By: /s/ [ILLEGIBLE]
                                   ---------------------------------------------
                                        Director of Leasing

                                             AMERICAN DIALOGUE, INC.
                                   ---------------------------------------------
                                                                      Tenant

                               By: /s/ Andrew Watt
                                   ---------------------------------------------
<PAGE>

                             Rules and Regulations

      1. The Tenant shall not clean, nor require, permit or allow any window in
the demised premises to be cleaned from the outside in violation of Section 202
of the Labor Law or of the Rules of the Board of Standards and Appeals, or of
any other board or body having or asserted jurisdiction;

      2. All machinery shall be kept in approved settings, sufficient to absorb
any shock and prevent any noise, vibration or annoyance in the building of which
the demised premises are a part and shall be provided with oil pans between such
machinery and the floor beneath it, sufficient to prevent the seepage of oil on
or into the floors;

      3. No acid that in any way may injure any of the pipes or plumbing
equipment in the building shall be poured or allowed to drain into the pipes or
plumbing equipment thereof, but shall in the event that the building is PROVIDED
with an acid line be poured or allowed to drain only therein, or if there be no
acid line, shall be neutralized in a manner satisfactory to the Landlord. No
substance which may cause any objectionable odor shall be left in the demised
premises;

      4. During the cold season, the windows shall be kept closed to maintain
the temperature of the demised premises and to prevent any freezing thereof, or
of any equipment or appliance therein;

      5. All trucks, vehicles or conveyances used by the Tenant in the demised
premises shall have rubber-tired wheels;

      6. The Tenant's employees, except clerical or executive help, shall, if
the Landlord so directs, at all times use only the combination passenger and
freight elevator, if any, in going into or coming out of the demised premises;

      7. No sign or lettering shall be inscribed on any door, wall or window of
the demised premises which is visible from the street or the portion of the
building used in common by other tenants except such as may be approved in
writing by the Landlord or its agents or designee;

      8. No additional locks or bolts shall be placed anywhere upon or within
the demised premises or any on rooms therein, unless duplicate keys thereto be
given to the Landlord and all such keys must, on the termination of this lease,
be surrendered to the Landlord;

      9. The Landlord may exclude any persons visiting or attempting to visit
the premises between 7 P.M. and 8 A.M. and on Saturdays, Sundays and the
holidays recognized as such by the state or federal government unless such
person shall be equipped with a pass signed by the Tenant and unless such person
shall sign his name and the premises which he is to visit on the night report.

      10. The sanitary and safety facilities used solely by the Tenant or by the
Tenant in common with other occupants of the building of which the demised
premises are a part, shall be used only for the purposes for which they were
constructed;

      11. No signs, signals, devices, displays, sounds or advertisements visible
or audible from the street or from the halls and other parts of the building
used in common by the Tenant and other tenants shall be inscribed, erected or
maintained unless the kind, style, location and manner thereof shall have been
approved in writing by the Landlord and if any sign, signal, sound display or
advertising be erected, made or inscribed without such approval, the Landlord
may remove the same and charge the cost of so doing to the Tenant as additional
rent. Any sign or display which may be installed by the Tenant shall be kept in
good order and repair and in a neat and attractive condition. The Landlord
reserves the right to use the roof and outside walls surrounding the premises
for sign purposes. The Landlord may remove any sign or signs or displays in
order to paint the premises or any part of the building, or make any repairs,
alterations or improvements in or upon the premises or building, or any part
thereof, provided it causes the same to be removed and replaced at the
Landlord's expense, whenever the said painting, repairs, alterations or
improvements shall have been completed;
<PAGE>

                                      (14)


      12. No advertising which, in the opinion of the Landlord, tends to impair
the reputation of the building or its desirability as a loft or office building,
shall be published or caused to be published by the Tenant and, upon notice from
the Landlord, the Tenant shall refrain from or discontinue such advertising;

      13. Awnings, antennae, aerials, ventilating and air-conditioning apparatus
or other projections from the window or outside walls of the demised premises
shall not be erected or installed. All air-conditioning apparatus installed in
windows shall be so arranged that condensate does not drain on the outside of
the building wall or into the street;

      14. The lights, skylights, entrances, passages, courts, elevators,
stairways, loading platforms, halls or any part of the building intended for the
use in common by the Tenant and the other occupants thereof shall not be
obstructed or encumbered (whether by means of storing of materials and skids or
otherwise). In the event of any such encumbrance or obstruction, the Landlord
may remove the material causing such encumbrance or obstruction and cause it to
be stored and charge the cost of doing so to the Tenant. No courtyard or yard
appurtenant to the premises or the building shall be used for parking vehicles
of any kind;

      15. No part of the premises or the building shall be marked, painted,
drilled into, or in any way defaced. No laying of linoleum, or other similar
floor covering so that the same shall come in direct contact with the floor of
the demised premises shall be made; and if linoleum or other similar floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other material, soluble in water.
Cements and other similar adhesive material shall not be used. Removal of any
alterations, decorations or improvements in compliance with paragraph Fourth of
this lease shall include the removal of all linoleum, lining and adhesive
material;

      16. No part of the demised premises shall be used in a manner or for a
purpose that is substantially objectionable to the Landlord or to another
tenant, or which in the reasonable judgment of the Landlord, might cause
structural injury to the building;

      17. The Tenant's employees shall not stand or loiter around the hallways,
stairways, elevators, front, roof or any other part of the building used in
common by the occupants thereof;

      18. No load shall be placed upon any floor of the building exceeding the
floor load per square foot area which such floor was designed to carry, and all
loads shall be evenly distributed. The Landlord reserves the right to prescribe
the weight and position of all safes, machinery and other personal property in
the premises which must be placed so as to distribute their weight;

      19. Nothing shall be thrown out of the windows or doors, or down the
passages or skylights of the building, nor shall any of them be covered,
obstructed or encumbered. No improper noises shall be made in the building, nor
shall birds or animals be brought therein;

      20. Where freight elevators are provided by the building and are in
operation, all deliveries shall be made to or from the demised premises
exclusively by means of such elevators;

      21. Any one doing janitorial work for the Tenant shall at all times be
subject to order and direction by the superintendent of the building, although
he shall not be the servant of either the superintendent or the Landlord;

      22. No peddling, soliciting or canvassing shall be permitted in the
premises or by the Tenant's employees elsewhere in the building;

      23. The Landlord may prescribe, and from time to time vary, the time for
any removals or deliveries from or into the premises, at any time, and such
prescriptions shall apply whether or not the material so removed or received is
the property of the Tenant. Removals or deliveries of safes, machinery and any
other heavy or bulky matter shall be done only upon written authorization of the
Landlord and only in such manner and by such persons as may be acceptable to the
Landlord, and the Landlord may require any further assurances or agreements or
indemnity from the Tenant and the movers to that effect. The 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 these Rules and Regulations
or the lease of which these Rules and Regulations are a part;
<PAGE>

      24. The Tenant shall not permit its servants, employees, agents, visitors
or licensees, at any time to bring or keep upon the premises any inflammable,
combustible or explosive fluid, chemical or substance or cause or permit any
unusual or objectionable odors to be produced upon or emanate from the premises;

      25. The passenger and service elevators, other than automatic self-service
elevators, if any, shall be operated only by employees of the Landlord, and must
not in any event be interfered with by the Tenant, his servants, employees,
agents, visitors or licensees. Manned freight elevators will be operated only
during such hours as the Landlord may from time to time determine;

      26. The Tenant shall not use any other method of heating than that
supplied by the Landlord;

      27. If the premises consist of basement space, or if any merchandise of
the Tenant is stored in the basement portion of the building, all such
merchandise shall, at the Tenant's own cost and expense, be placed entirely on
skids or platforms, which will raise such merchandise at least six inches from
the floor;

      28. No drilling in floors, walls or ceilings shall be done except in
compliance with paragraph Fourth of this lease and no such drilling shall be
done during usual business hours unless authorized by the Landlord in writing;

      29. No vending machine shall be installed or permitted to remain in the
premises unless the Landlord shall first have given its specific written
authorization for the installation of each such machine. The Tenant shall not
authorize or permit any vendor of sandwiches, coffee, or other foods, candies
or beverages to enter the premises for the purpose of soliciting sales of such
wares to the Tenant's employees.

            THE TERMS, COVENANTS AND CONDITIONS contained in the foregoing lease
shall be binding on, and shall enure to the benefit of the parties hereto, and
their respective legal representatives, successors, and assigns, but no
assignment made or purported to be made in violation of the provisions of this
lease shall vest in such assignee any right or title in or to this lease or in
or to the estate hereby created.

            IN WITNESS WHEREOF, this agreement, consisting of fifteen (15)
printed pages numbered 1 to 15 and typewritten or printed rider pages bearing
clauses numbered EIGHTEENTH (re-written) and THIRTY-SEVENTH to FORTY-FOURTH
inclusive, has been signed and sealed by the parties hereto, the day and year
first above written.

                                    THE RECTOR, CHURCH-WARDENS, AND VESTRYMEN OF
     Attest:                        TRINITY CHURCH IN THE CITY OF NEW YORK
     As to Landlord:

/s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]
------------------------                ----------------------------------------
Executive Vice President                          Director of Leasing
  of Real Estate

                                        /s/ [ILLEGIBLE]
                                        ----------------------------------------
                                                   Finance Department

Attest:
As to Tenant:                           AMERICAN DIALOGUE, INC.
                                        ----------------------------------------
                                                         Tenant

/s/ [ILLEGIBLE]                         /s/ ANDREW WATT
------------------------                ----------------------------------(L.S.)


                                        ----------------------------------(L.S.)


                                      (15)
<PAGE>

                              [FLOOR MAP OMITTED]

                  --------------------------------------------
                                     NOTES
                              -------------------

                                 PLEASE INITIAL

                                 ==============
                                /s/ [ILLEGIBLE]
                                 ==============

                                  EXHIBIT "A"

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

                                      304
                                     HUDSON
                                     STREET

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

                                 6TH FLOOR PLAN

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

                  Date:
                    09/05/96                      No Scale

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

                                 [LOGO] TRINITY
                                   REAL ESTATE
                            PARISH OF TRINITY CHURCH
                         74 TRINITY PLACE, NY, NY 10006
                                 (212) 602-0867
                  --------------------------------------------

<PAGE>

THIS LEASE made this 11 day of March, 1999

LANDLORD

between The Rector, Church-Wardens and Vestrymen of Trinity Church in the city
of New-York, a religious corporation (hereafter referred to as "the Landlord"),
having its offices at 74 Trinity Place, Borough of Manhattan, City, County and
State of New York, and CYBER DIALOGUE, INC.

TENANT

(hereafter referred to as "the Tenant"), a Delaware corporation, having its
place of business at 304 Hudson Street, Borough of Manhattan, City, County and
State of New York.

                                   Witnesseth

GRANT PREMISES

      That the Landlord hereby lets and leases to the Tenant, and the Tenant
hereby takes and hires from the Landlord, the following described space: a
portion of the 4th floor as hatched in red on the diagram attached hereto and
made part of this lease and marked Exhibit "A".

TERM

(such space is hereafter referred to as "the premises") in the building known by
street number as No. 304 Hudson Street in the Borough of Manhattan, City, County
and State of New York (hereafter referred to as "the building"), with the
privilege to the Tenant of using (subject to such rules and regulations as the
Landlord shall from time to time prescribe) the necessary entrances and
appurtenances to the premises, reserving to the Landlord all other portions of
the building not herein specifically demised, for a term to commence on the
first day of April, 1999, at noon, Standard Time, and to expire on the
thirty-first day of March, 2001, at noon, Standard Time (or until such term
shall sooner cease and

RENT

expire or be terminated as hereafter provided), at the rent at the annual rate
or rates as follows: THREE HUNDRED TEN THOUSAND FIVE HUNDRED AND NO/100
($310,500.00) Dollars,

ADDITIONAL RENT

payable at the offices of the Landlord in equal monthly payments of $25,875.00
each or if more than one annual rate in specified above, then in installments
equal to 1/12th of the rent as the annual rates as above prescribed for the
respective periods in which they are payable, in advance without demand therefor
an installment equal to the amount of the rent payable under this lease for the
first month of the term for which rent is payable upon the execution hereof by
the Tenant, and thereafter, on the first day of each month during said term, in
lawful money of the United States, plus (i) when due or demanded, such items as
shall be provided hereafter are payable by the Tenant as additional rent, and
(ii), should the Tenant as the commencement of the term of this lease be in
default in the payment of rent to the Landlord pursuant to the terms of any
prior lease with the Landlord, or with a predecessor in interest of the
Landlord, the amount of such arrears, which the Landlord may at its option and
without notice thereof to the Tenant, add to any monthly installments of rent
due under this lease.

COVENANTS AND CONDITIONS

THE ABOVE LETTING IS UPON THE FOLLOWING COVENANTS AND CONDITIONS, each and every
one of which the Tenant covenants and agrees with the Landlord to keep and
perform, and the Tenant agrees that the covenants herein contained on the part
of the Tenant to be performed, shall be deemed conditional limitations, as well
as covenants and conditions:


                                      (1)
<PAGE>

                                      (2)


USE

      FIRST: (a) The Tenant shall use the premises only for executive and
administrative offices in connection with Tenant's computer market research
company.

      (b) If any portion of the premises consists of basement space, such
portion should be used only for storage purposes.

                                                                  PLEASE INITIAL

      (c) No auction sale and no other sale of all or substantially all of the
Tenant's property, stock, fixtures and machinery, except a sale made in
connection with an assignment of this lease to another tenant for which the
Landlord's consent shall have been obtained shall be held at the premises unless
the provisions of Article TWENTY-NINTH (b) of this lease shall have been
complied with.

RENT

      SECOND: (a) The Tenant shall pay the rent and additional rent as provided
in this lease.

      (b) If any installment or installments of rent or additional rent or any
service charge shall not be paid within five (5) days following the date on
which the same shall be due and payable pursuant to this lease then, in addition
to, and without waiving or releasing, any other rights and remedies of the
Landlord, the Tenant shall pay to the Landlord a late charge of one and one half
(1 1/2%) percent per month computed (on the basis of a 30-day month) from the
date on which each such installment became due and payable to the date of
payment of the installment on the amount of each such installment or
installments, as liquidated damages for Tenant's failure to make prompt payment,
and the same may be collected on demand or as additional rent in accordance with
the provisions of Article TWENTY-FIFTH of this lease.

REPAIRS MACHINERY CLEANING AND WASTE

      THIRD: (a) The Tenant shall take good care of the premises and the
fixtures, appurtenances, equipment and facilities therein and shall make, as and
when needed, all repairs in and about the premises required to keep them in good
order and condition; such repairs to be equal in quality to the original work
PROVIDED that the Tenant shall not be obligated for structural or exterior
repairs to the building or for repairs to the systems and facilities of the
building for the use or service of tenants generally, other than fixtures,
appurtenances, equipment and facilities in the premises, except where structural
or exterior repairs or repairs to such systems and facilities are made necessary
by reason of one or more of the occurrences described below in clauses (i)
through (iv) of this Article THIRD (a) Should the Tenant fail to repair any
condition in or about the premises or the fixtures, appurtenances, equipment and
facilities therein which is of such a nature that its neglect would result in
damage or danger to the building, its fixtures, appurtenances, facilities and
equipment, or to its occupants (of which nature the Landlord shall be the judge)
or, in the case of repairs of any other nature, should the Tenant have failed to
make the required repairs or to have begun in good faith, the work necessary to
make them within five days after notice from the Landlord of the condition
requiring repair, the Landlord may, in either such case, immediately enter the
premises and make the required repairs at the expense of the Tenant. The
Landlord may make, at the expense of the Tenant, any repairs to the building or
to its fixtures, appurtenances, facilities or equipment, whether of a structural
or any other nature, which are required by reason of damage or injury due (i) to
the negligence or the improper acts of the Tenant or its employees, agents,
license or visitors; (ii) to the moving, into or out of the building, of
property being delivered to or taken from the premises; (iii) to the
installation, repair or removal of the property of the Tenant in the premises;
or (iv) to the faulty operation of any machinery, equipment, or facility
installed in the premises by or for the Tenant. The Tenant will pay the cost of
any repairs made by the Landlord pursuant to this paragraph upon presentation of
bills therefor, or the Landlord may, as its option, add such amounts to any
installment or installments of rent due under this lease and collect the same as
additional rent. The liability of the Tenant under this Article Third shall
survive the expiration or other termination of this lease.

MACHINERY

      (b) If the Tenant shall install or maintain machinery or manufacturing
equipment of any description in the premises, the operation of which produces
noise or vibration which is transmitted beyond the premises and the Landlord
deems it necessary that the noise or vibration of such machinery or equipment be
diminished, eliminated, prevented or confined so the premises, the Landlord may
give written notice to the Tenant, requiring that the Tenant provide and install
rubber or other approved settings for absorbing, preventing or decreasing the
noise or vibration of such machinery or equipment within fifteen days. The
judgment of the Landlord of the necessity of such installation shall be
conclusive, and the installation shall be made in such manner and of such
material as the Landlord may direct. Should the Tenant fail to comply with such
request within fifteen days, the Landlord may do the work necessary to absorb,
prevent or decrease the noise or vibration of such machinery or equipment and
the Tenant will pay to the Landlord the cost of such work upon demand or such
cost may, at the option of the Landlord, be added to any installment or
installments of rent under this lease and shall be payable by the Tenant as
additional rent.

CLEANING AND WASTE

      (c) The premises shall be kept clean and in order by the Tenant, at the
Tenant's expense, and to the satisfaction of the Landlord. The Tenant shall, at
its own expense, clean the interior and exterior surfaces of the windows at such
times as the windows become dirty to a degree which, in the judgment of the
Landlord, adversely affects the appearance of the building or the premises. Such
window cleaning shall be done in a manner which complies with the requirements
of this lease and all applicable laws and regulations. The Tenant shall, at its
own expense, remove from the building any and all rubbish, refuse and waste
originating in the premises of the Tenant or cause the same to be removed. The
removal of such refuse, rubbish and waste shall be subject to such rules and
regulations as to time and manner or removal as, in the judgment of the
Landlord, are necessary for the proper operation of the building. In the event
that the Tenant shall fail to clean the windows or remove its refuse, rubbish
and waste, such cleaning or removal may be done by the Landlord, and the Tenant
shall pay to the Landlord the cost of the cleaning of the windows or the removal
of any of the Tenant's refuse, rubbish and waste from the building. Bills for
the same shall be rendered by the Landlord to the Tenant at such times as the
Landlord may elect and shall be due and payable when rendered, and the amount of
such bills shall be deemed to be, and be paid as, additional rent. Should the
Landlord clean the windows or remove the rubbish of the Tenant and of other
tenants, the cost of such cleaning or removal show be apportioned as between the
Tenant and such other Tenants respectively on the basis of the number of windows
or the respective approximate quantities of such rubbish and waste as the case
may be. The Landlord's apportionment of such respective quantities shall be
conclusive on the parties.


<PAGE>

                                                                       Escalator
                                                                         77-B/82

      Rider No. 1 attached to, and made part of, Lease dated the day of 11
      March, 1999, between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY
      CHURCH IN THE CITY OF NEW-YORK, as Landlord, and CYBER DIALOGUE, INC. as
      Tenant.

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

CPI ESCALATION

      THIRTY-SEVENTH: (a) Real Estate Tax and CPI Escalation. In order (i) to
adjust, during the term of this lease, for increases in the expenses of the
Landlord for Real Estate Taxes, the Tenant shall pay to the Landlord, as
additional rent, the Tenant's Proportionate Share of any increases in such Real
Estate Taxes, and (ii) to adjust for increases in other operating expenses of
the Landlord, the Tenant shall pay to the Landlord, as additional rent, the CPI
Adjustments for Increases in Other Operating Expenses, namely the amount by
which the Base Rent Allocated to Other Operating Expenses is increased by
application to the Base Rent Allocated to Other Operating Expenses of increases
in the Index over the Base Index, all as computed as set forth below in this
Article. The Landlord may, at any time during the term of this lease, elect to
discontinue the Tenant's payment of additional rent representing CPI Adjustments
for Increases in Other Operating Expenses as set forth in clause (ii) of
subparagraph (a) above in order to adjust for increases in other operating
expenses of the landlord, and may elect to substitute therefor additional rent
representing Increases in Operating Expenses, all as set forth in, and in
accordance with the provisions of, Article THIRTY-EIGHTH. Capitalized words or
expressions used above are defined in subparagraph (b) below.

      (b) Definitions. As used in this Article the following capitalized words
or expressions shall have the meanings ascribed to them below:

      1. "Real Estate Taxes" shall mean and include the expenditures of the
Landlord for taxes or assessments payable by the Landlord upon or with respect
to the building and the land upon which it is located, imposed by Federal, State
or local government (plus all expenditures for fees and expenses incurred in the
course of obtaining a reduction in any tentative assessed valuation), and all
taxes imposed by any such authority relating so the maintenance and operation of
the building, but shall not include income, franchise, inheritance or capital
stock taxes.

                                                                  PLEASE INITIAL

      2. "Base Rent Allocated to Other Operating Expenses" shall mean an amount
equal to 100% of the fixed annual rent prescribed on page 1 of this lease, as
such rent may be payable from time to time.

      3. "Increase in Real Estate Taxes" shall mean the amount by which Real
Estate Taxes in any Subsequent Year, exceed Real Estate Taxes for the Base Year.

      4. "CPI Adjustment for Increases in Other Operating Expenses" shall mean
the amount obtained by multiplying the Base Rent Allocated to Other Operating
Expenses by the percentage by which the Index, as last published on the date
next prior to the Computation Date and the Index as last published on the date
next prior to each anniversary date of the Computation Date, shall exceed the
Base Index. See Rider to Article THIRTY-SEVENTH attached hereto and made part of
this lease.

      5. "Index" shall mean the "Consumer Price Index for All Urban Consumers"
"(1982/84=100)" specified for "All Items," relating to New York City and
published by the Bureau of Labor Statistics of the United States Department of
Labor. In the event the Index shall hereafter be converted to a different
standard reference base or otherwise revised, the determination of the CPI
Adjustment for Increases in Other Operating Expenses shall be made on the basis
of such conversion factor, formula or table for converting the Index as may be
published by the Bureau of Labor Statistics, or, if said Bureau shall not
publish the same, then with the use of such conversion factor, formula or table
as may be published by Prentice-Hall, Inc., or, failing such publication, by any
other nationally recognized publisher of similar statistical information. In the
event either Index shall cease to be published, then, for the purposes of this
Article, there shall be substituted for the Index such other index as Landlord
and Tenant shall agree upon, and, if they are usable within ninety (90) days
after the Index ceases to be published, such matter shall be determined in New
York City by arbitration in accordance with the Rules of the American
Arbitration Association.

      6. "Base Index" shall mean the Index as last published prior to March 1,
1999.

      7. "CPI Comparative Statement" shall mean a statement, in writing, signed
by the Landlord, or, on its behalf, by an officer of any corporation acting as
its managing agent, showing (i) a comparison of (a) Real Estate Taxes for the
Base Year with (b) Projected Real Estate Taxes for a Subsequent Year (which
shall be the same calendar year as the year of the Computation Date used in such
CPI Comparative Statement), (ii) the Base Rent Allocated to Other Operating
Expenses and the CPI Adjustment for Increases in Other Operating Expenses for
such Subsequent Year, and (iii) if the Tenant paid additional rent pursuant to
this Article with respect to the immediate preceding Subsequent Year, any
adjustment necessitated by a variance between the Projected Real Estate Taxes
for such Subsequent Year (as shown in the last previous CPI Comparative
Statement) and the actual Real Estate Taxes for such Subsequent Year (as shown
in the current CPI Comparative Statement).

      8. "Base Year" shall mean the Real Estate Tax Year commencing July 1, 1999
and ending June 30, 2000.

      9. "Subsequent Year" shall mean any calendar year following the Base Year,
falling wholly or partly within the term of the Tenant under this lease and the
calendar year following the year in which the term of this lease terminates.



                                      (1)
<PAGE>

                                      (2)

                                                                       Escalator
                                                                         77-B/82

      10. "Computation Date" shall mean the first day of March   , 2000, and, in
Subsequent Years, its anniversary date.

      11. "Projected Real Estate Taxes" shall mean the Landlord's estimate
(which in any event must be reasonable in the light of past experience) of Real
Estate Taxes for a particular Subsequent Year.

      12. "Tenant's Proportionate Share" shall mean .0576.

      13. "Rentable Square Feet of Area" shall mean, as to basement and ground
floor space, the number of net square feet of the area thereof and, as to all
floors above the ground floor, shall mean the number of gross square feet of the
area thereof.

      The terms "Increases in Other Operating Expenses" and "Operating Expense
Comparative Statements" shall have the meanings assigned to such terms in
paragraph (b) of Article THIRTY-EIGHTH.

      (c) Statements for the Tenant. On or before April 1, 2000, and on or
before that day at each Subsequent Year, the Landlord will furnish a CPI
Comparative Statement to the Tenant. The failure of the Landlord to furnish a
CPI Comparative Statement shall be without prejudice to the right of the
Landlord to furnish a CPI Comparative Statement at any time in the future.

      Every CPI Comparative Statement furnished by the Landlord pursuant to this
Article shall be conclusive and binding upon the Tenant unless (i) within ten
days after the receipt of such CPI Comparative Statement Tenant shall notify
Landlord that it disputes the correctness thereof, specifying the particular
respects in which the CPI Comparative Statement is claimed so be incorrect, and
(ii) if such dispute shall not have been settled by agreement, the dispute shall
have been submitted to arbitration within ninety days after receipt of the CPI
Comparative Statement. Pending the determination of such dispute by agreement of
arbitration as aforesaid, Tenant shall pay additional rent in accordance with
the CPI Comparative Statement and such payment shall be without prejudice to
Tenant's position and to the Tenant's rights to a refund of any overpayment. If
the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay
Tenant the amount of Tenant's overpayment of additional rent resulting from
compliance with the CPI Comparative Statement.

                                                                  PLEASE INITIAL

      (d) Computation of Increase in Rent Payable by the Tenant. When the
Landlord shall furnish the Tenant with any CPI Comparative Statement in
accordance with this Article which shall show an Increase in Projected Real
Estate Taxes or a CPI Adjustment for Increases in Other Operating Expenses, then
the rent payable under the lease shall be increased by the Tenant's
Proportionate Share of the increase in Projected Real Estate Taxes and by the
CPI Adjustment for Increases in Other Operating Expenses which shall be payable
(with payment on account of such increases) as follows: (1) on the first day for
the payment of rent under this lease following the receipt of a CPI Comparative
Statement, the Tenant shall pay to the Landlord a sum equal to one-twelfth of
the Tenant's Proportionate Share of the increase in Projected Real Estate Taxes
plus one-twelfth of the CPI Adjustment for Increases in Other Operating Expenses
(plus or minus, as the case may be, any adjustment necessitated by a variance
between (x) the Projected Real Estate Taxes for the calendar year prior to the
year of the Computation Date used in such CPI Comparative Statement and (y) the
actual Real Estate Taxes for such calendar year) and (2) thereafter, until a
different CPI Comparative Statements or Operating Expense Comparative Statement
shall be submitted, the monthly installments of rent payable under the lease
shall continue to be increased by such amount.

      With respect to any CPI Comparative Statement furnished to the Tenant in
the Subsequent Year following the year in which the term of this lease
terminates, if such CPI Comparative Statement shall indicate an adjustment
necessitated by a variance between (x) the Projected Real Estate Taxes for the
calendar year prior to the year of the Computation Date used in such CPI
Comparative Statement (i.e., the last calendar year of the lease term) and (y)
the actual Real Estate Taxes for such calendar year, then the Tenant shall
promptly pay so the Landlord, or the Landlord promptly shall pay to the Tenant,
as the case may be, the amount of any such adjustment as indicated in such CPI
Comparative Statement.

      (e) Inspection of Books. The Tenant or its authorized representative shall
have a right to examine the books of the Landlord showing the Real Estate Taxes
with respect to the building during regular business hours for the purpose of
verifying the information set forth in any CPI Comparative Statement relating to
any Increase in Real Estate Taxes shown in such CPI Comparative Statement;
PROVIDED that a written request for such inspection is made by the Tenant within
ten days of the receipt of any such CPI Comparative Statement.

      (f) Decreases in Real Estate Taxes or Index. In no event shall any
decrease in the Real Estate Taxes or the Index in any way reduce the fixed rent
or additional rent payable by the Tenant under this lease, except to the extent
to which any such decrease shall result in a decrease in the additional rent
payable pursuant to this Article; PROVIDED HOWEVER that no decrease in Real
Estate Taxes shall at any way reduce any additional rent payable on account of
any CPI Adjustment for Increases in Other Operating Expenses, and that no
decrease in the amount of the CPI Adjustment for Increases in Other Operating
Expenses shall in any way reduce any additional rent payable on account of any
Increase in Real Estate Taxes.

<PAGE>

                                                                       Escalator
                                                                         77-B/82

INCREASES IN
EXPENSES

      THIRTY EIGHTH: (a) Landlord's Election to Substitute Operating Expense
Escalation. In order to adjust for increases in certain expenses of the
Landlord, clause (ii) of subparagraph (a) of Article THIRTY-SEVENTH provides
that the Tenant will pay the Landlord as additional rent, the CPI Adjustment for
Increases in Other Operating Expenses. The Landlord may, at any time during the
term of this lease, elect to discontinue, prospectively, the payment of the CPI
Adjustment for Increases in Other Operating Expenses, and may elect to
substitute therefor additional rent representing Increases in Operating Expenses
as set forth below. The Landlord shall give the Tenant notice of such election
by delivering to the Tenant prior to June lst in any year an Operating Expense
Comparative Statement, together with a Landlord's Notice, and, such election
shall be effective commencing with the first day of the next calendar month and
shall remain effective for the balance of the term of this lease.

      Capitalized words or expressions are used as defined in subparagraph (b)
below.

      (b) Definitions. As used in this Article the following capitalized words
or expressions shall have the meanings ascribed to them below:

      1. "Operating Expense Comparative Statement" shall mean a statement, in
writing signed by the Landlord or, on its behalf by an officer of any
corporation acting as its managing agent, showing (i) a comparison of (a) Real
Estate Taxes for the Base Year with (b) Projected Real Estate Taxes for the then
current Subsequent Year, (ii) the Base Rent Allocated to Other Operating
Expenses and the Final CPI Adjustment Amount, (iii) a comparison of (x) the
Operating Expenses for the OE Base Year with the Projected Operating Expenses
for the then current Subsequent Year, and (iv) if the Tenant paid additional
rent pursuant to the Article with respect to the immediately preceding
Subsequent Year, any adjustment necessitated by variance between Projected Real
Estate Taxes for such immediately preceding Subsequent Year (as shown in the
last Operating Expense Comparative Statement) and the Actual Real Estate Taxes
for such immediately preceding Subsequent Year (as shown in the current
Operating Expense Comparative Statement) or by a variance between the Projected
Operating Expenses for such immediately preceding Subsequent Year (as shown in
the last Operating Expense Comparative Statement) and the actual Operating
Expenses for such immediately preceding Subsequent Year (as shown in the current
Operating Expense Comparative Statement).

      2. "Landlord's Notice" shall mean a notice, to be delivered with the first
Operating Expense Comparative Statement, in which the Landlord confirms that it
has elected to discontinue, prospectively, the Tenant's payment of additional
rent representing CPI Adjustments for Increases in Other Operating Expenses as
contemplated by clause (ii) of subparagraph (a) of Article THIRTY-SEVENTH and to
adjust in the future for increases in other operating expenses of the Landlord
by requiring the Tenant to pay as additional rent an amount equal to the
Increases in Operating Expenses as set forth in this Article THIRTY-EIGHTH.

                                                                  PLEASE INITIAL

      3. "Projected Operating Expenses" shall mean the Landlord's estimate
(which in any event must be reasonable in the light of past experience) of
Operating Expenses for a particular Subsequent Year.

      4. "OE Base Year" shall mean the calendar year preceding the calendar year
of the Computation Date used in the Operating Expense Comparative Statement
accompanied by the Landlord's Notice.

      5. "Final CPI Adjustment Amount" shall mean the amount obtained by
multiplying the Base Rent allocated to Other Operating Expenses by the
percentage by which the Index, as last published immediately prior to December
31st in the calendar year which is the OE Base Year exceeds the Base Index.

      6. "Operating Expenses" shall mean with respect to any particular calendar
year all costs and expenses paid or incurred in such calendar year by Landlord
or on Landlord's behalf in respect of the repair, maintenance and/or operation
of the land and/or the building and the curbs, sidewalks, plazas and other
appurtenances adjoining the same, including, without limitation, the following:

      (a) Wages, salaries, fees and other compensation and payments and payroll
      taxes and contributions to any social security, unemployment insurance,
      welfare, pension or similar fund and payments for other fringe benefits
      (including premiums on health, accident and group life insurance for
      employees) made to or on behalf of all employees of Landlord performing
      services rendered in connection with the operation and maintenance of the
      building;

      (b) payroll taxes, workers' compensation, uniforms and related expenses
      for employees;

      (c) the cost of painting and the cost of interior and exterior landscape
      maintenance;

      (d) premiums and other charges for rent, casualty, boiler, sprinkler,
      plate-glass, liability, fidelity and any other insurance Landlord
      maintains;

      (e) the cost of all supplies (including, without limitation, cleaning
      supplies), hand tools and other materials used in the repair, maintenance
      and/or operation of the building, and sales and other taxes thereon;

      (f) the depreciation for, or the cost of the rental (including all
      applicable sales taxes) of, all movable equipment used in the repair,
      maintenance and/or operation of the building;



                                       (3)
<PAGE>
                                       (4)                             Escalator
                                                                         77-B/82

      (g) the cost of, or the cost of the rental of, together with the cost of
      the installation of, any building security or other system used in
      connection with life or property protection, installed after the OE Base
      Year (including the cost of and/or the cost of the rental of all
      machinery, electronic systems and other equipment comprising any part
      thereof), as well as the cost of the operation and repair of any such
      system in operation during the OE Base Year;

      (h) the cost of all charges for window and other cleaning, janitorial and
      other services;

      (i) charges of independent contractors;

      (j) whether or not capitalized under generally accepted accounting
      principles, cost of repairs, and costs of replacements made in connection
      with repairs, of cables, fans, pumps, boilers, cooling equipment, wiring
      and electrical fixtures and metering, control and distribution equipment,
      component parts of the HVAC, electrical, plumbing, elevator and any life
      and/or property protection (including, without limitation, sprinkler)
      systems, window washing equipment and snow removal equipment;

      (k) the cost of steam or any other fuel used in connection with the
      operation and maintenance of the building;

      (l) the cost of electricity used in connection with the operation and
      maintenance of the building (excluding electricity consumed directly by
      tenants);

      (m) whether or not capitalized under generally accepted accounting
      principles, costs for alterations and improvements to the building made
      after the OE Base Year by reason of the laws and requirements of any
      public authorities or the requirements of insurance bodies or Landlord's
      insurer which costs shall be amortized over five years;

      (n) management fees or, if no managing agent is employed by Landlord, a
      sum in lieu thereof which is not in excess of the then prevailing rates
      for management fees of first class office buildings in New York County;

                                                                PLEASE INITIAL

      (o) whether or not capitalized under generally accepted accounting
      principles, costs of improvements, equipment or machinery installed for
      the purpose of reducing energy consumption or reducing other Operating
      Expenses, which costs shall be amortized over five years;

      (p) reasonable legal, accounting and other professional fees incurred in
      connection with the operation, maintenance and/or management of the
      building;

      (q) all other charges properly allocable to the repair, operation and/or
      maintenance of the building in accordance with real estate accounting
      practices customarily used in New York City.

Notwithstanding the foregoing, Operating Costs shall not include expenditures
for any of the following: (1) depreciation (except as PROVIDED above), (2)
interest on and amortization of mortgages, (except as otherwise PROVIDED above),
(3) leasehold improvements made for tenants of the building, (4) brokerage
commissions, (5) refinancing costs, (6) the cost of any electricity furnished to
tenants, (7) the cost of capital improvements (other than such capital
improvements as are included above). The cost of any Operating Expense which was
included in the OE Base Year and which is no longer being incurred by Landlord
by reason of the installation of labor saving devices or other capital
improvements or expenditures the cost of which was paid by other than Tenant
shall be deleted from OE Base Year Operating Expenses in calculating any
Increase in Operating Expenses in any Subsequent Year.

      All of the capitalized words or expressions not otherwise defined herein
shall have the meanings ascribed to them in paragraph (b) of Article
THIRTY-SEVENTH.

      (c) Statements for the Tenant. Prior to June 1st in each Subsequent Year
after delivery of the Landlord's Notice, and on or before that day in each
Subsequent Year, the Landlord will furnish an Operating Expense Comparative
Statement to the Tenant. The failure of the Landlord to furnish an Operating
Expense Comparative Statement shall be without prejudice to the right of the
Landlord to furnish an Operating Expense Comparative Statement at any time in
the future.

      Every Operating Expense Comparative Statement furnished by the Landlord
pursuant to this Article shall be conclusive and binding upon Tenant unless (i)
within ten days after the receipt of such Operating Expense Comparative
Statement Tenant shall notify Landlord that it disputes the correctness thereof,
specifying the particular respects in which such Operating Expense Comparative
Statement is claimed to be incorrect, and (ii) if such dispute shall not have
been settled by agreement, the dispute shall have been submitted to arbitration
within ninety days after receipt of such Operating Expense Comparative
Statement. Pending the determination of such dispute by agreement of arbitration
as aforesaid, Tenant shall pay additional rent in accordance with such Operating
Expense Comparative Statement and such payment shall be without prejudice to
Tenant's position and to the Tenant's rights to a refund of any overpayment. If
the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay
Tenant the amount of Tenant's overpayment of additional rent resulting from
compliance with such Operating Expense Comparative Statement.



<PAGE>

                                                                       Escalator
                                                                         77-B/82

      (d) Computation of Increases in Rent Payable by Tenant. When the Landlord
shall furnish the Tenant with any Operating Expense Comparative Statement in
accordance with this Article which shall show either (i) an increase in
Projected Real Estate Taxes, (ii) a Final CPI Adjustment Amount or (iii) an
increase in Projected Operating Expenses, then the rent payable under the lease
shall be increased by the Tenant's Proportionate Share of the increase in the
Projected Real Estate Taxes, the Final CPI Adjustment Amount, and the Tenant's
Proportionate Share of the increase in Projected Operating Expenses, which shall
be payable (with payment on account of such increases) as follows: (1) on the
first day for the payment of rent under this lease following the receipt of the
Operating Expense Comparative Statement, the Tenant shall pay to the Landlord
the sum equal to the aggregate of one-twelfth of the Tenant's Proportionate
Share of the increase in Projected Real Estate Taxes, plus one-twelfth of the
Final CPI Adjustment Amount, plus one-twelfth of the Tenant's Proportionate
Share of the increase in Projected Operating Expenses (plus or minus, as the
case may be), any adjustment necessitated by a variance between (x) the
Projected Real Estate Taxes for such immediately preceding Subsequent Year and
(y) the actual Real Estate Taxes for such immediately preceding Subsequent Year
or by a variance between the (aa) Projected Operating Expenses for such
Subsequent Year and (bb) the actual Operating Expenses for such Subsequent Year,
and (2) thereafter, until a different Operating Expense Comparative Statement
shall be submitted as above PROVIDED, the monthly installments of rent payable
under this lease shall be continued to be increased by such amount.

      With respect to the Operating Expense Comparative Statement furnished to
the Tenant in the Subsequent Year following the year in which the term of this
lease terminates, if such Operating Expense Comparative Statement shall indicate
an adjustment necessitated by a variance of the type referred to in clauses (x)
and (y) or clauses (aa) and (bb) in the immediately preceding paragraph, then
the Tenant shall promptly pay to the Landlord, or the Landlord promptly shall
pay to the Tenant, as the case may be, the amount of any such adjustment as
indicated in such Operating Expense Comparative Statement.

      (e) Inspection of Books. The Tenant or its authorized representative shall
have a right to examine the books of the Landlord showing the Real Estate Taxes
and Operating Expenses with respect to the building during regular business
hours for the purpose of verifying the information set forth in any Operating
Expense Comparative Statement relating to any Increase in Real Estate Taxes or
Operating Expenses shown in such Operating Expense Comparative Statement;
PROVIDED that a written request for such inspection is made by the Tenant within
ten days of the receipt of any such Operating Expense Comparative Statement.

                                                                  PLEASE INITIAL


      (f) Decreases in Real Estate Taxes, Index or Operating Expenses. In no
event shall any decrease in the Real Estate Taxes or any decrease in the Index
or the Operating Expenses in any way reduce the fixed rent or additional rent
payable by the Tenant under this lease, except to the extent to which any such
decrease shall result in a decrease in the additional rent payable pursuant to
this Article; PROVIDED HOWEVER that a decrease in Real Estate Taxes shall not in
any way reduce any additional rent payable on account of the Final CPI
Adjustment Amount or any Increase in Operating Expenses, and that a decrease in
the Index shall not in any way affect any amount, including without limitation
the CPI Final Adjustment Amount, and that a decrease in the amount of the
Operating Expenses shall not in any way reduce any additional rent payable on
account of any Increase in Real Estate Taxes or the Final CPI Adjustment Amount.


                                       (5)
<PAGE>

                                   RIDER NO. 2

      attached to and made part of Lease, dated between THE RECTOR,
      CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH in THE CITY OF NEW YORK, as
      Landlord, and CYBER DIALOGUE, INC., as Tenant.

EIGHTEENTH (re-written): (a) The use to be made of the premises by the Tenant
and the identity of the Tenant being among the inducements to the making of this
lease by the Landlord, the Tenant shall not, except in accordance with the terms
of this Article, (i) use or permit the premises or any part thereof to be used
for any purposes other than those specified in the lease, (ii) sublet or
underlet the premises or any part thereof, (iii) permit the premises or any part
thereof to be occupied by anyone other than the Tenant or its officers or
employees, (iv) mortgage or encumber this lease or any interest therein, (v)
assign or transfer, by operation of law or otherwise, this lease or any interest
therein.

      (b) The Tenant shall not, without having first obtained the Landlord's
prior written consent thereto, (i) use or permit the premises or any part
thereof to be used for any purposes other than those specified in the lease, or
(ii) mortgage or encumber this lease or any interest therein.

                                                                  PLEASE INITIAL


      (c) The Tenant shall not, except in accordance with the provisions of
paragraphs (d) through (l) of this Article, (i) assign or transfer, by operation
of law or otherwise, this lease or any part therein, (ii) sublet or underlet the
premises or any part thereof, or (iii) permit the premises or any part thereof
to be occupied by anyone other than the Tenant or its officers or employees.

      (d) If the Tenant shall desire to assign this lease or to sublet the whole
or any part of the premises or to permit the premises to be occupied by any
person other than the Tenant, the Tenant will notify the Landlord as to (i) the
action which the Tenant proposes; (ii) the portion of the premises with respect
to which the Tenant proposes to take such action (the "Affected Premises");
(iii) the name and business address of the proposed assignee, sublessee or
occupant (the "Proposed Undertenant"); (iv) the name and residence address of
the officers and principal stockholders of the Proposed Undertenant, if a
corporation is involved, or the names and residence addresses of the partners
thereof if a partnership or joint venture is involved; (v) the information, in
reasonable detail, as to the Proposed Undertenant which is required to permit
the Landlord to make the determinations described in paragraph (h) below, (vi)
the terms upon which the Tenant proposes to assign this lease or sublet the
premises or permit the premises to be occupied by the Proposed Undertenant
(including the terms under

<PAGE>

which any additions, alterations or decorations are to be made to the Affected
Premises and the terms on which the Proposed Undertenant is to buy or lease any
fixtures, leasehold improvements, equipment, furniture, furnishings or other
personal property from the Tenant), and (vii) the name and address of any real
estate broker or other person to whom a commission may be owed by any person in
connection with such assignment, subleasing or occupation. (The Tenant's notice
of desire to assign, sublease or permit occupancy of the Affected Premises by
others, with the information prescribed above is hereafter referred to as a
"Tenant's Subleasing Notice").

      (e) By written notice executed by the Landlord and delivered to the Tenant
within thirty (30) days following receipt of the Tenant's Subleasing Notice (for
the purposes hereof such notice shall nor be deemed to have been received by the
Landlord until all of the information required by paragraph (d) above shall have
been furnished to the Landlord), the Landlord shall have the absolute right to
select one of the alternatives set forth in paragraphs (f), (g) or (h) below.

                                                                  PLEASE INITIAL


      (f) In the event of a proposed assignment of this lease or the subleasing
or occupation of the entire premises subject to this lease for the then
remaining balance of the term of this lease, (i) the Landlord may elect to
require the Tenant to surrender the premises to the Landlord and terminate this
lease with respect to the premises on the last day of the second complete
calendar month following the Tenant's Subleasing Notice and comply with the
provisions of this lease respecting surrender at the end of the term not later
than such date or (ii) the Landlord may give its consent to any such assignment,
sublease or occupation. Any subletting or occupancy by a third party as a
consequence of which 25% or less in an area of the Premises shall remain in
occupancy by the Tenant herein named may, at the Landlord's option, be
considered a subleasing of the whole of the Premises.

      (g) In the event of a proposed subleasing or occupation of less than the
entire premises subject to this lease or the entire premises for less than the
then remaining balance of the term of this lease, (i) the Landlord may elect to
require the Tenant to surrender to the Landlord and vacate the Affected Premises
not later than the date upon which the proposed subleasing or occupation is
proposed to commence and comply on such date with the provisions of this lease
as to surrender at the expiration of the term with respect to the Affected
Premises, and the Tenant shall, at its expense, erect the partitioning required
to separate the Affected Premises from the remainder of the premises, create any
doors required to provide an independent means of access to the Affected
Premises from elevators and


                                       (2)
<PAGE>

lavatories and to segregate the wiring and meters and electric current
facilities, so that the Affected Premises may be used as a unit for commercial
purposes, separate from the remainder of the premises remaining in occupation of
the Tenant; in which event the rent and all additional rent payable under this
lease shall be reduced proportionately with the diminution in the area of the
premises upon surrender of the Affected Premises; or (ii) the Landlord may give
its consent to any such sublease or occupation.

      (h) In the case of an assignment, the Landlord shall be under no
obligation to consent thereto or to select one of the alternatives set forth in
paragraph (f) above, unless the Landlord's investigation of the financial
standing of the proposed assignee discloses that there is no reason to doubt the
financial ability of the assignee to carry out its obligations under this lease
for the balance of the term and the Landlord's investigation of the manner in
which the proposed assignee conducts its business indicates that the assignee
will conduct its business in the premises in conformity with the requirements of
this lease or that there will be no interference with the orderly conduct of
their business and the enjoyment of their premises by other tenants in the
building. In the case of a sublease or occupation, the Landlord shall be under
no obligation to consent thereto or select one of the alternatives set forth in
paragraph (f) or (g) above, as the case may be, unless the Landlord's
investigation of the nature of the business of the proposed sublessee or
occupant or the manner in which the proposed sublessee or occupant will conduct
such business indicates that there is no reason to doubt that such business will
be conducted in conformity with the requirements of this lease and that the use
of the premises by the proposed sublessee or occupant will not result in damage
to or deterioration of the premises or the building, or interfere with the
orderly conduct of their businesses and the enjoyment of their premises by other
tenants in the building. The Landlord shall be under no obligation to consent to
any assignment of this lease or any subletting or occupation of the premises to
or by any person other than the Tenant unless the criteria set forth in this
paragraph are satisfied.

                                                                  PLEASE INITIAL

      (i) If the Landlord's Subleasing Notice shall be to the effect that the
Landlord elects that the Affected Premises be surrendered, then the Affected
Premises shall be surrendered in accordance with clause (i) of paragraph (f) or
(g) above, as the case may be, and any work required to be done to separate the
Affected Premises from the remainder shall be commenced promptly following the
Tenant's receipt of the Landlord's Subleasing Notice and carried on with
diligence and continuity.


                                       (3)
<PAGE>

      (j) No consent given by the Landlord shall be deemed to permit any act
except the act to which it specifically refers, or to render unnecessary any
subsequent consent, and any assignment or subletting of the premises shall not
relieve the Tenant or any mesne assignee from any obligations, duty or covenant
under this lease, and in all cases a violation of any of the covenants or duties
or obligations under this lease by a subtenant or assignee shall, in addition,
be deemed to be the act of the Tenant herein. No assignment, transfer, mortgage,
encumbrance, subletting or arrangement in respect of the occupancy of the
premises shall create any right in the assignee, transferee, mortgagee,
subtenant or occupant, unless the consent of the Landlord shall first have been
obtained, and unless, if an assignment is involved, the transferee or assignee
shall have delivered an agreement duly executed by the assignee or transferee
wherein the assignee or transferee assumes and agrees to pay or otherwise keep
and perform the obligations of the Tenant in this lease or, if a sublease is
involved wherein the sublessee agrees that any act or omission by the sublessee
which, if performed or omitted by the Tenant under this lease would be a default
thereunder shall also be a default under the provisions of the sublease. Any
assignee by accepting an assignment shall nevertheless be conclusively deemed to
have assumed this lease and all obligations already accrued or to accrue
thereunder and further to have agreed to fully and duly perform all the Tenant's
covenants herein contained. If the Tenant shall, at any time, be in default in
the payment of rent, the Landlord shall have the right to collect rent from any
assignee, undertenant or occupant, and credit the same to the account of the
Tenant, and no such collection shall constitute a waiver of the foregoing
covenant or the acceptance of anyone other than the Tenant, as Tenant or shall
otherwise release, impair or otherwise affect any obligation of the Tenant under
this lease. Immediately following the execution and delivery of any assignment
of this lease or any subleasing of the premises or an agreement as to the
occupancy thereof, the Tenant will furnish a duplicate of the instrument in
question to the Landlord.

                                                                  PLEASE INITIAL


      (k) Subject to paragraphs (j) and (l) of this Article and to continued
compliance with Article FIRST of this lease, the Tenant is authorized to
sublease portions of the premises to a subsidiary corporation or corporations or
to a corporation affiliated with the Tenant, without compliance with the
provisions of paragraph (c) through (g) of this Article. A subsidiary
corporation shall mean and include a corporation of which the Tenant owns and
holds at least a majority of each class of stock which is authorized to vote at
the time when the sublease is executed. An affiliated corporation shall mean and
include a corporation which is owned and


                                       (4)
<PAGE>

controlled by the corporation which owns and controls the Tenant by ownership of
at least a majority of each such class of stock. Before making any sublease to
any such subsidiary or affiliated corporation, the Tenant shall certify to the
Landlord the manner in which such subsidiary or affiliated corporation is
related to and controlled by the Tenant and the purposes for which the subleased
premises will be used. If the Tenant is a corporation or partnership, the
transfer of a controlling interest in such entity shall be deemed an assignment.

      (l) Anything herein to the contrary notwithstanding, the Tenant may not
assign this lease or sublet or permit the occupancy by any other party of all or
any part of the demised premises at any time when the Tenant has not paid any
rent and additional rent when it is payable or at any time prior to the
expiration of the first twelve months following the commencement of the term of
this lease. The Tenant shall furnish the Landlord with a counterpart (which may
be a conformed or reproduced copy) of each sublease, assignment or agreement of
occupancy made hereunder within ten days after the date of its execution. Tenant
shall remain fully liable for the performance of all of Tenant's obligations
hereunder notwithstanding anything provided for herein, and without limiting the
generality of the foregoing, shall remain fully responsible and liable to
Landlord for all acts and omissions of any subtenant, assignee or occupant or
anyone claiming under or through any such person which shall be in violation of
any of the obligations of this lease and any such violation shall be deemed to
be a violation by Tenant. Tenant shall pay Landlord on demand any expense which
Landlord may reasonably be required to incur in acting upon any request for
consent pursuant to this Article.

                                                                  PLEASE INITIAL


      (m) Notwithstanding anything else in this Article, the Landlord shall have
the right to condition its consent so any proposed sublease of all or a portion
of the premises on the following:

      (i)   The Tenant shall not be in default in the payment of rent or the
            performance of any other of its obligations under this lease.

      (ii)  The Tenant shall have delivered to the Landlord a Tenant's
            Subleasing Notice as required by Subparagraph (d) above.

      (iii) The Tenant shall have complied with the provisions of paragraphs (j)
            and (l) of this Article.

      (iv)  The Tenant shall grant the Landlord a security interest in the
            sublease and the rents payable thereunder and shall take all
            necessary steps required to perfect such security interest.


                                       (5)
<PAGE>

      (v)   The sublease shall include a provision to the effect that if the
            Landlord shall notify the sublessee that the Tenant is in default in
            the payment of rent or the performance of its other obligations
            under this lease the sublessee shall, if so requested by the
            Landlord pay all rent and other amounts due under the sublease
            directly to the Landlord.

      (n) At the request of the Landlord, the Tenant will furnish to the
Landlord, within ten days of receipt of a request therefor, a certificate
executed in the name and on behalf of the Tenant, confirming that, except as
previously consented to in writing by the Landlord or as otherwise specifically
set forth in such certificate, the Tenant has not (i) used or permitted the
premises or any part thereof to be used for any purposes other than those
specified in this lease, (ii) mortgaged or encumbered this lease or any interest
therein, (iii) assigned or transferred, by operation of law or otherwise, this
lease or any interest therein, (iv) sublet or underlet the premises or any part
thereof, or (v) permitted the premises or any part thereof to be occupied by
anyone other than the Tenant or its officers or employees. With respect to any
exception to clauses (i) through (v) above which the Landlord has not previously
consented to in writing, the Landlord in its sole discretion, may either consent
thereto (which consent may be subject to any conditions specified by the
Landlord) or exercise the rights and remedies available to the Landlord under
the terms of this lease.

                                                                  PLEASE INITIAL


      (o) In the event the Tenant obtains the consent of the Landlord pursuant
to paragraph (f) or (g) above and sublets or assigns all or a portion of the
premises, the Tenant shall pay to the Landlord, monthly, as additional rent,
fifty percent (50%) of all Subleasing Profit (as hereinafter defined).
"Subleasing Profit" shall mean all consideration received by the tenant, less
(i) the rent and additional rent payable by the Tenant under this lease for the
period in question (exclusive of any amount payable by the Tenant under this
subparagraph (o)), (ii) any brokerage commission (not exceeding 110% of those
set forth in Landlord's brokerage commission schedule as published from time to
time) and reasonable legal fees paid by the Tenant in connection with such
subletting and assignment, (iii) the unamortized cost of demising and improving
the premises for subtenant, and (iv) any amounts paid by Tenant to subtenant as
a cash or rental concession.

      (p) Notwithstanding anything to the contrary herein, in the event that the
Tenant intends to sublet not more than 40% of the premises (measured in the
area), the Landlord will not seek to recapture such premises and will not
unreasonably withhold or delay its consent to any proposed sublease.


                                       (6)
<PAGE>

THIRTY-NINTH: If the Landlord has instituted, or shall institute, a security
guard program at the building under contract with a recognized security guard or
patrol agency which shall supply guards for lobby, hall, loading bank and other
patrol services at the building on a contract basis, the Tenant will, within ten
days following receipt of a statement from the Landlord of the Landlord's
expenditures for the security guard services, pay to the Landlord the Tenant's
proportionate share of 121% of the Landlord's expenditures for the security
guard services for the building. The amount payable hereunder shall constitute
additional rent. Statements of the Landlord's expenditures in successive periods
of 90 days following the institution of the service shall be submitted not more
frequently than once in each period of three months during the term. The
Tenant's proportionate share of the Landlord's expenditures for the security
guard services shall be that fraction of such expenditures for a three-month
period of which the numerator is the number of square feet of the rentable area
of the premises and the denominator is the number of square feet of the rentable
area of the building which at the expiration of each three-month period in
question was under lease and occupied or under lease to be occupied by other
tenants. Any basement or ground floor rentable space whose area is to be
computed and used in the foregoing fraction shall be computed on a net
measurement basis, all other rentable areas are to be computed on a gross
measurement basis.

                                                                  PLEASE INITIAL

      The Landlord may discontinue any such security guard program at any time
after 90 days' notice to the Tenant of the Landlord's election so do so.

FORTIETH: In addition to the elevator service described in paragraph
TWENTY-NINTH of this lease, the Landlord will maintain in service and available
for the use of the Tenant, one passenger elevator at all times on all days of
the week, including Saturdays, Sundays and legal holidays. In the event that the
Tenant requires freight elevator service, or heat on Saturdays, Sundays, federal
and state holidays and all holidays recognized by the unions representing
Landlord's building personnel or during hours in addition so those prescribed
under paragraph TWENTY-NINTH of this lease, the Landlord will furnish the
additional elevator service or heat or both, as the case may be, upon notice of
the Tenant's need therefor. Such notice may be written or oral and shall be
given as long a time as practicable prior to the time when the additional heat
or freight elevator service is required. The Tenant will pay for any additional
freight elevator service and heat furnished after the hours prescribed in


                                       (7)
<PAGE>

paragraph TWENTY-NINTH at the respective prevailing rates per hour as
established from time to time by the Landlord for such services at the building
or in the buildings of the Landlord, generally, for each hour during which the
additional service is supplied. All charges for additional freight elevator
service and heat shall be payable when billed and in the event of default of
payment therefor, the Landlord may refuse further service and the amount unpaid
shall be deemed additional rent for which the Landlord shall have all the
remedies for collection herein specified with respect to rent. The failure on
the part of the Landlord to furnish such additional elevator service or heat, if
due to breakdowns, repairs, maintenance, strikes, or other causes beyond the
control of the Landlord, shall involve no liability on the part of the Landlord
nor shall it constitute an eviction.

FORTY-FIRST: The Tenant is hereby granted the privilege of occupying the
premises subject to all of the terms, covenants and conditions of this lease,
including, but not limited to, the payment of any service charges for electric
current, water, sprinkler maintenance and any overtime elevator or heat service
and to the payment of any additional rent payable pursuant to the provisions of
Article THIRTY-SEVENTH of this lease but otherwise free of the payment of fixed
rent during the following periods:

                                                                  PLEASE INITIAL


      (i) During the period beginning with the tender of possession of the
premises by the Landlord to the Tenant at any time prior to the commencement of
the term of this lease and ending on March 31, 1999, the date prior to the
commencement of the term.

      (ii) During the period of the term of this lease commencing on April 1,
1999, and ending on May 31, 1999.

      The right to occupy the premises free of rent during the periods set forth
in clause (ii) of this Article FORTY-FIRST shall be subject to the condition
that the Tenant shall not default in the payment of any other fixed rent, or any
additional rent or any other charge due under this lease or in the performance
of the other terms, covenants and conditions thereof. In the event of any such
default, then fixed annual rent at the monthly rate set forth in this lease
shall be payable during the period in which the Tenant would otherwise be
entitled to the use of the premises free of fixed annual rent. Any such payment
shall be paid within 10 days following demand and shall constitute additional
rent under this lease.

FORTY-SECOND: In the event that the Landlord, for any reason, shall be unable to
give exclusive possession of the premises hereby demised by the first day of
April 1999, this lease shall


                                       (8)
<PAGE>

nevertheless continue in full force and effect and the Landlord shall tender and
the Tenant will take possession of said premises under the terms of this lease
as soon as the Landlord shall have tendered possession thereof to the Tenant;
the fixed rent, however, to begin on the date which is the 61st day following
the date upon which such possession is tendered to the Tenant. See Rider to
Article Forty-Second

FORTY-THIRD: The Tenant represents and warrants to the Landlord that all of the
Tenant's negotiations respecting this lease which were conducted with or through
any person, firm or corporation, other than the officers of the Landlord, were
conducted through H. L. Poretsky Associates, Inc., 130 Fifth Avenue, New York,
New York, real estate brokers.

      Tenant agrees to indemnify and hold Landlord harmless from any and all
costs and expenses, including without limitation, Landlord's legal fees and
expenses paid or incurred by Landlord in connection with any claim by a broker,
co-broker and/or finder in connection with this lease as a result of any action
by Tenant, its agents, or employees.

                                                                  PLEASE INITIAL

FORTY-FOURTH: Provided that the Tenant shall not be in default in the
performance of its obligations hereunder (after giving effect to any applicable
grace period) either on (i) the date on which notice is given as hereinafter
provided, or (ii) March 31, 2001, the Tenant shall have the right to extend this
lease for a period of two years (that is, so that the termination date shall be
March 31, 2003) by giving the Landlord written notice of the Tenant's election
to do so not later than November 1, 2000. In the event the Tenant shall extend
the Lease as provided for in this Article for such additional two years, then
commencing April 1, 2001 the Tenant shall continue to pay to the Landlord (i)
annual fixed rent at the rate of $310,500.00 per annum and (ii) additional rent
pursuant to Article THIRTY-SEVENTH OR THIRTY-EIGHTH of the Lease, as the case
may be.

TENTH (a) (re-written) Electric current is to be supplied by the Landlord. The
Tenant covenants and agrees to purchase the Tenant's requirements therefor at
the premises from the Landlord or the Landlord's designated agent at 105% of (i)
the rates set forth in the rate schedule of Consolidated Edison Company of New
York, Inc. applicable to the building (or the conjunctional group in which the
building is included), plus (ii) a rate adjustment amount equal to all sales,
use and gross receipt taxes and other governmental charges or levies,


                                       (9)
<PAGE>

Rider to Article Forty-Second

In the event Landlord is unable to deliver possession of the premises by April
1, then in that event the commencement date of this Lease shall be five (5) days
after Landlord shall have tendered exclusive possession of the demised premises
to Tenant.

Notwithstanding anything to the contrary contained in this Lease or any Rider to
this Lease, in the event the Landlord is unable to deliver exclusive possession
of the Premises to Tenant by May 1, 1999, then in that event Tenant shall have
the right to cancel this Lease by written notice (via facsimile or first class
mail) to Landlord's Associate Director of Commercial Real Estate, Donna M. Leto
no later than May 10, 1999 and upon receipt of said notice, Landlord shall
immediately return to Tenant all prepaid rent and security deposits and other
rent paid to Landlord pursuant to this Lease and upon such repayment to Tenant,
this Lease shall terminate and be of no further force and effect.

<PAGE>

generally applicable to the purchase and sale of electricity in New York City
(and without regard to whether the Landlord is exempt from paying or collecting
any such tax, charge or levy); PROVIDED, HOWEVER, that if such rate schedule
includes any adjustment for time-of-day for either demand or consumption, the
rate applicable to the Tenant's demand for and consumption of electricity, shall
be that specified for the peak period. The calculation of the rate shall include
the effect of all direct and indirect charges which affect the cost of the
electricity, including without limitation, consumption charges, demand charges
and fuel cost escalation charges. All amounts payable with respect to
electricity constitute additional rent under this lease.

                                                                  PLEASE INITIAL
                                                                        AW


                                      (10)
<PAGE>

                                   WORK SHEET

      Attached to and made part of lease dated 11 March 1999 between THE
RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH ON THE CITY OF NEW-YORK,
Landlord.

and CYBER DIALOGUE, INC., Tenant.

Building  304 Hudson Street
        -----------------------------
Space     Part 4th Floor
     --------------------------------

      It is agreed that the following work is to be done by the Landlord at the
Landlord's expense:

1. No work to be done by Landlord. Deliver premises in "as is" condition.

      It is stipulated and agreed that the foregoing constitutes the memorandum
of repairs or decorations to be done by the Landlord referred to in the attached
and all the work to be done by the Landlord in the demised premises, except as
otherwise expressly PROVIDED in the attached lease.

      It is further stipulated and agreed that the aforesaid work shall be
commenced by the Landlord as soon as possible after the signing of the attached
lease and the payment by the Tenant of the first installment of rent and the
performance by the Tenant of any other obligations to be performed by the Tenant
at the time of the signing of the lease and shall be completed with reasonable
diligence, PROVIDED that the Landlord shall not be required to do the work on
days or hours other than usual working days and hours in the trades in
question.

      Subject to the foregoing provisions the Landlord reserves the right, after
according reasonable consideration to the Tenant's wishes in the matter, to make
all decisions as to the time or times when, the order and style in which, said
work is to be done, and the labor or materials to be employed therefor. The work
shall be done, unless the Landlord otherwise directs, during the usual working
hours observed by the trades in question. It is stipulated and agreed that in
case the Landlord is prevented from commencing, prosecuting or completing said
work, due to the Landlord's inability to obtain or difficulty in obtaining the
labor or materials necessary therefor, or due to any governmental requirements
or regulations relating to the priority or national defense requirements, or due
to any other cause beyond the Landlord's control, the Landlord shall not be
liable to the Tenant for damages resulting therefrom, nor shall the Tenant be
entitled to any abatement or reduction of rent by reason thereof, nor shall the
same give rise to a claim in the Tenant's favor that such failure constitutes
actual, constructive, total or partial eviction from the demised premises.

                            THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY
                            CHURCH IN THE CITY OF NEW-YORK, Landlord.

                            By:
                               -------------------------------------------------
                                           Director of Leasing

                                           CYBER DIALOGUE, INC.
                            ----------------------------------------------------
                                                                    Tenant


                            By:           /s/ ANDREW WATT CFO
                               -------------------------------------------------

<PAGE>

                              Rules and Regulations

      1. The Tenant shall not clean, nor require, permit or allow any window in
the demised premises to be cleaned from the outside in violation of Section 202
of the Labor Law or of the Rules of the Board of Standards and Appeals, or of
any other board or body having or asserted jurisdiction;

      2. All machinery shall be kept in approved settings, sufficient to absorb
any shock and prevent any noise, vibration or annoyance in the building of which
the demised premises are a part and shall be provided with oil pans between such
machinery and the floor beneath it, sufficient to prevent the seepage of oil on
or into the floors;

      3. No acid that in any way may injure any of the pipes or plumbing
equipment in the building shall be poured or allowed to drain into the pipes or
plumbing equipment thereof, but shall in the event that the building is provided
with an acid line be poured or allowed to drain only therein, or if there be no
acid line, shall be neutralized in a manner satisfactory to the Landlord. No
substance which may cause any objectionable odor shall be left in the demised
premises;

      4. During the cold season, the windows shall be kept closed to maintain
the temperature of the demised premises and so prevent any freezing thereof, or
of any equipment or appliance therein;

      5. All trucks, vehicles or conveyances used by the Tenant in the demised
premises shall have rubber-tired wheels;

      6. The Tenant's employees, except clerical or executive help, shall, if
the Landlord so directs, at all times use only the combination passenger and
freight elevator, if any, in going into or coming out of the demised premises;

      7. No sign or lettering shall be inscribed on any door, wall or window of
the demised premises which is visible from the street or the portion of the
building used in common by other tenants except such as may be approved in
writing by the Landlord or its agents or designee;

      8. No additional locks or bolts shall be placed anywhere upon or within
the demised premises or any on rooms therein, unless duplicate keys thereto be
given to the Landlord and all such keys must, on the termination of this lease,
be surrendered to the Landlord;

      9. The Landlord may exclude any persons visiting or attempting to visit
the premises between 7 P.M. and 8 A.M. and on Saturdays, Sundays and the
holidays recognized as such by the state or federal government unless such
person shall be equipped with a pass signed by the Tenant and unless each person
shall sign his name and the premises which he is to visit on the night report.

      10. The sanitary and safety facilities used solely by the Tenant or by the
Tenant in common with other occupants of the building of which the demised
premises are a part, shall be used only for the purposes for which they were
constructed;

      11. No signs, signals, devices, displays, sounds or advertisements visible
or audible from the street or from the halls and other parts of the building
used in common by the Tenant and other tenants shall be inscribed, erected or
maintained unless the kind, style, location and manner thereof shall have been
approved in writing by the Landlord and if any sign, signal, sound display or
advertising be erected, made or inscribed without such approval, the Landlord
may remove the same and charge the cost of so doing to the Tenant as additional
rent. Any sign or display which may be installed by the Tenant shall be kept in
good order and repair and in a neat and attractive condition. The Landlord
reserves the right to use the roof and outside walls surrounding the premises
for sign purposes. The Landlord may remove any sign or signs or displays in
order to paint the premises or any part of the building, or make any repairs,
alterations or improvements in or upon the premises or building, or any part
thereof, provided it causes the same to be removed and replaced at the
Landlord's expense, whenever the said painting, repairs, alterations or
improvements shall have been completed;


                                      (13)
<PAGE>
                                      (14)


      12. No advertising which, in the opinion of the Landlord, tends to impair
the reputation of the building or its desirability as a loft or office building,
shall be published or caused to be published by the Tenant and, upon notice from
the Landlord, the Tenant shall refrain from or discontinue such advertising;

      13. Awnings, antennae, serials, ventilating and air-conditioning apparatus
or other projections from the window or outside walls of the demised premises
shall not be erected or installed. All air-conditioning apparatus installed in
windows shall be so arranged that condensate does not drain on the outside of
the building wall or into the street;

      14. The lights, skylights, entrances, passages, courts, elevators,
stairways, loading platforms, halls or any part of the building intended for the
use in common by the Tenant and the other occupants thereof shall not be
obstructed or encumbered (whether by means of storing of materials and skids or
otherwise). In the event of any such encumbrance or obstruction, the Landlord
may remove the material causing such encumbrance or obstruction and cause it to
be stored and charge the cost of doing so to the Tenant. No courtyard or yard
appurtenant to the premises or the building shall be used for parking vehicles
of any kind;

      15. No part of the premises or the building shall be marked, painted,
drilled into, or in any way defaced. No laying of linoleum, or other similar
floor covering so that the same shall come in direct contact with the floor of
the demised premises shall be made; and if linoleum or other similar floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other material, soluble in water.
Cements and other similar adhesive material shall not be used. Removal of any
alterations, decorations or improvements in compliance with paragraph Fourth of
this lease shall include the removal of all linoleum, lining and adhesive
material;

      16. No part of the demised premises shall be used in a manner or for a
purpose that is substantially objectionable to the Landlord or to another
tenant, or which in the reasonable judgment of the Landlord, might cause
structural injury to the building;

      17. The Tenant's employees shall not stand or loiter around the hallways,
stairways, elevators, front, roof or any other part of the building used in
common by the occupants thereof;

      18. No load shall be placed upon any floor of the building exceeding the
floor load per square foot area which such floor was designed to carry, and all
loads shall be evenly distributed. The Landlord reserves the right to prescribe
the weight and position of all safes, machinery and other personal property in
the premises which must be placed so as so distribute their weight;

      19. Nothing shall be thrown out of the windows or doors, or down the
passages or skylights of the building, nor shall any of them be covered,
obstructed or encumbered. No improper noises shall be made in the building, nor
shall birds or animals be brought therein;

      20. Where freight elevators are provided by the building and are in
operation, all deliveries shall be made to or from the demised premises
exclusively by means of such elevators;

      21. Any one doing janitorial work for the Tenant shall at all times be
subject to order and direction by the superintendent of the building, although
he shall not be the servant of either the superintendent or the Landlord;

      22. No peddling, soliciting or canvassing shall be permitted in the
premises or by the Tenant's employees elsewhere in the building;

      23. The Landlord may prescribe, and from time to time vary, the time for
any removals or deliveries from or into the premises, at any time, and such
prescriptions shall apply whether or not the material so removed or received is
the property of the Tenant. Removals or deliveries of safes, machinery and any
other heavy or bulky matter shall be done only upon written authorization of the
Landlord and only in such manner and by such persons as may be acceptable to the
Landlord, and the Landlord may require any further assurances or agreements or
indemnity from the Tenant and the movers to that effect. The 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 these Rules and Regulations
or the lease of which these Rules and Regulations are a part;

<PAGE>

      24. The Tenant shall not permit its servants, employees, agents, visitors
or licensees, at any time to bring or keep upon the premises any inflammable,
combustible or explosive fluid, chemical or substance or cause or permit any
unusual or objectionable odors to be produced upon or emanate from the premises;

      25. The passenger and service elevators, other than automatic self-service
elevators, if any, shall be operated only by employees of the Landlord, and must
not in any event be interfered with by the Tenant, his servants, employees,
agents, visitors or licensees. Manned freight elevators will be operated only
during such hours as the Landlord may from time to time determine;

      26. The Tenant shall not use any other method of heating than that
supplied by the Landlord;

      27. If the premises consist of basement space, or if any merchandise of
the Tenant is stored in the basement portion of the building, all such
merchandise shall, at the Tenant's own cost and expense, be placed entirely on
skids or platforms, which will raise such merchandise at least six inches from
the floor;

      28. No drilling in floors, walls or ceilings shall be done except in
compliance with paragraph Fourth of this lease and no such drilling shall be
done during usual business hours unless authorized by the Landlord in writing;

      29. No vending machine shall be installed or permitted to remain in the
premises unless the Landlord shall first have given its specific written
authorization for the installation of each such machine. The Tenant shall not
authorize or permit any vendor of sandwiches, coffee, or other foods, candies
or, beverages to enter the premises for the purpose of soliciting sales of such
wares to the Tenant's employees.

      THE TERMS, COVENANTS AND CONDITIONS contained in the foregoing lease shall
be binding on, and shall enure to the benefit of the parties hereto, and their
respective legal representatives, successors, and assigns, but no assignment
made or purported to be made in violation of the provisions of this lease shall
vest in such assignee any right or title in or to this lease or in or to the
estate hereby created.

      IN WITNESS WHEREOF, this agreement, consisting of fifteen (15) printed
pages numbered 1 to 15 and typewritten or printed rider pages bearing clauses
numbered EIGHTEENTH (re-written) and THIRTY-SEVENTH to TENTH(a) (re-written)
inclusive, has been signed and sealed by the parties hereto, the day and year
first above written.

                                    THE RECTOR, CHURCH-WARDENS, AND VESTRYMEN OF
  Attest:                           TRINITY CHURCH IN THE CITY OF NEW-YORK
  As to Landlord:

                                    By:
                                       -----------------------------------------
------------------------                          Director of Leasing
Executive Vice President
    of Real Estate
                                    --------------------------------------------
                                                 Finance Department

                                      CYBER DIALOGUE, INC.
  Attest:                           ---------------------------------------
  As to Landlord:                                    Tenant


                                      /s/ ANDREW WATT
------------------------            ---------------------------------------(L.S)


                                      /s/ ANDREW WATT CFO
                                    ---------------------------------------(L.S)


                                      (15)
<PAGE>

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

                                  [Map Omitted]

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

                                      NOTES
                              ---------------------

                                 PLEASE INITIAL
                              =====================

                              =====================

                                  EXHIBIT "A"

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

                                      304
                                  HUDSON STREET

--------------------------------------------------------------------------------
                                 4TH FLOOR PLAN
--------------------------------------------------------------------------------
                            Date:
                              08/10/98       No Scale
--------------------------------------------------------------------------------

                                [LOGO] TRINITY
                                  REAL ESTATE
                            PARISH OF TRINITY CHURCH
                         74 TRINITY PLACE, NY NY 10006
                                 (212) 602-0867

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

<PAGE>

      AMENDMENT OF LEASE dated as of December 24, 1999 by and between THE
RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW YORK,
a religious corporation having its offices at 74 Trinity Place, New York, New
York 10006, as Landlord (the "Landlord"), and CYBER DIALOGUE, INC., a Delaware
corporation having its offices at 304 Hudson Street, New York, New York 10013,
as Tenant (the "Tenant").

                              W I T N E S S E T H:

      WHEREAS, by lease dated as of March 11, 1999 (the "Lease"), the Landlord
leased to Tenant, and the Tenant leased from the Landlord a portion of the
fourth floor (the "4th Floor Premises") in the building known as 304 Hudson
Street, New York, New York (the "Building") for a term expiring March 31, 2001;
and

      WHEREAS, the Tenant wishes to lease from the Landlord, and the Landlord
wishes to lease to the Tenant, a portion of the fifth floor in the Building (the
"5th Floor Premises"; the 4th Floor Premises and the 5th Floor Premises are
sometimes collectively referred to herein as the "Premises"), as indicated by
the cross-hatched area on Exhibit "B" annexed hereto, on the terms and
conditions set forth herein, and the parties desire to amend the Lease
accordingly; and

      WHEREAS, capitalized terms used herein shall have the meaning ascribed to
them in the Lease, except as otherwise specifically set forth herein.

      NOW, THEREFORE, in exchange for the mutual covenants and promises made
herein, the parties agree as follows:

      1. Term: The Landlord hereby leases to the Tenant, and the Tenant hereby
leases from the Landlord, the 5th Floor Premises for a term commencing as of the
date set forth above and expiring on November 30, 2004 (or until such term shall
sooner cease and expire or be terminated as provided in the Lease).

      2. Rent: The annual fixed rent for the 5th Floor Premises (the "5th Floor
Rent") shall be One Hundred Ninety Eight Thousand Two Hundred Sixty Nine and
50/100 Dollars ($198,269.50), payable in equal monthly installments of Sixteen
Thousand Five Hundred Twenty Two and 46/100 Dollars ($16,522.46). The Tenant
shall continue to pay annual fixed rent with respect to the 4th Floor Premises
as set forth in the Lease.

<PAGE>

      3. Additional Security Deposit: The Tenant shall deposit with the Landlord
an additional security deposit of Seventy Thousand and 00/100 Dollars
($70,000.00), which shall be held in accordance with the provisions of Article
TWENTY-EIGHTH of the Lease. In lieu of delivering cash for the additional
security deposit, the Tenant may deliver to the Landlord an unconditional,
irrevocable and transferable letter of credit (such letter of credit or any
extension or replacement thereof, being hereinafter referred to as the "Letter
of Credit") issued for the account of the Landlord by a New York Clearing House
bank acceptable to the Landlord, in substance satisfactory to the Landlord,
which Letter of Credit is to be held by Landlord in accordance with the terms of
Article TWENTY-EIGHTH. The Letter of Credit shall permit the Landlord or its
duly authorized representative (1) to draw thereon up to the full amount of the
credit evidenced thereby upon presentation of the Letter of Credit and a sight
draft in the amount to be drawn and (2) to draw the full amount thereof to be
held as cash security pursuant to this Article if for any reason the Letter of
Credit is not renewed within sixty (60) days prior to its expiration date. The
Letter of Credit shall be fully transferable by the Landlord and its successors
and assigns without charge to the Landlord. In the event that the expiration
date of the Letter of Credit is prior to sixty (60) days after the Expiration
Date (or sixty days after any subsequent date through which the term of this
lease may be extended), if the Landlord receives notice from the bank or the
Tenant that the Letter of Credit is not being renewed or in the event that the
Tenant has not delivered a replacement cash security deposit or Letter of Credit
to the Landlord by thirty (30) days before the expiration of the Letter of
Credit, then the Landlord, acting through one of its duly authorized
representatives, shall be entitled to present the Letter of Credit for immediate
payment of the then potential amount available pursuant to the Letter of Credit,
and the amount of the Letter of Credit shall become the Deposit hereunder and
shall be held, applied and returned by the Landlord in accordance with the terms
provided by the lease for the holding, application and return of the Deposit. If
the Letter of Credit is not being renewed but the Tenant does deliver a
replacement Deposit or a similar Letter of Credit by thirty (30) days before
expiration of the Letter of Credit, then the Landlord shall not thereafter be
entitled to present the expiring Letter of Credit for payment of any amounts.


                                       2
<PAGE>

      4. Electricity: Article TENTH (a) (re-written) shall apply with respect to
the 5th Floor Premises, except that, with respect to the 5th Floor Premises, the
reference to "105%" therein shall be amended to be "108%".

      5. Demolition: If the Landlord terminates the Lease with respect to the
5th Floor Premises in accordance with the provisions of Article ELEVENTH (b) of
the Lease, and, if on the date of termination (i) the Tenant is not in default
in the payment of rent, additional rent and other amounts due under the lease,
and (ii) the Tenant actually surrenders the premises on the date of termination,
then concurrently with the surrender of the premises the Landlord shall pay to
the Tenant the unamortized cost of any alterations and improvements in the 5th
Floor Premises made by the Tenant at the Tenant's expense (excluding moveable
furnishings and machinery and equipment), as calculated in accord with the
provisions of the following sentence. The expression "unamortized cost" with
reference to alterations and improvements in the 5th Floor Premises made by the
Tenant at the Tenant's expense shall mean a sum equal to the actual expenditures
of the Tenant in excess of the amounts paid by the Landlord pursuant to the
provisions of Paragraph 7 of this Lease Amendment (up to a maximum of $67,210)
for alterations and improvements in the 5th Floor Premises (excluding items of
moveable furnishings, machinery and equipment), less an amount equal to the
product obtained by multiplying such expenditures by a fraction, of which the
numerator shall be the number of months of the term of the lease with respect to
the 5th Floor Premises prior to the date of termination specified in the
Landlord's notice of termination and of which the denominator is 60. If the
Tenant shall make alterations and improvements in the 5th Floor Premises at its
expense with respect to which it may wish to have the benefit of reimbursement
pursuant to this paragraph, the Tenant shall furnish the Landlord within 60 days
following the completion of the alterations and improvements with a statement,
in writing, certified to be correct by an officer or partner of the Tenant
setting forth the amount of the Tenant's expenditures for the alterations and
improvements broken down in reasonable detail to show the nature of the various
alterations and improvements with respect to which such expenditures were made
and the amount of the Tenant's expenses for each such alteration and
improvement. The Tenant shall furnish the Landlord with receipted copies of
bills and such other additional information as the Landlord may reasonably
request.


                                       3
<PAGE>

      6. Tax and CPI Escalation: The Tenant shall continue to pay Real Estate
Tax and CPI Escalation for the 4th Floor Premises in accordance with the
provisions of Article THIRTY-SEVENTH of the Lease. The Tenant shall pay Real
Estate Tax Escalation and CPI Escalation for the 5th Floor Premises in
accordance with the provisions of Article THIRTY-SEVENTH of the Lease, except
that (i) "Tenant's Proportionate Share" with respect to the 5th Floor Premises
shall mean .0274; (ii) the "Base Index" with respect to the 5th Floor Premises
shall mean the Index as last published prior to December 1, 1999; (iii) the
"Computation Date" with respect to the 5th Floor Premises shall mean the first
day of December, 2000 and, in Subsequent Years, its anniversary date; and (iv)
in Article THIRTY-SEVENTH (c), Comparative Statements for the 5th Floor Premises
shall be rendered on or before January 1, 2001, and on or before that day in
each Subsequent Year.

      7. Improvement Allowance: It is agreed that the Tenant will modify and
improve the 5th Floor Premises to prepare them for the Tenant's initial
occupancy (the "Initial Improvements"), which Initial Improvements shall be
performed in accordance with the terms of the Lease. The Landlord will reimburse
the Tenant for the Initial Improvements up to a maximum of $67,210 (the
"Improvement Allowance") over and above the items included in the Work Sheet
annexed to this Lease Amendment (and the Tenant will pay the cost of the Initial
Improvements in excess of such amount), all in accordance with, and subject to
the limitations set forth in subparagraphs (a) through (d) below:

      (a) The Initial Improvements for which reimbursement may be sought are the
hard costs of constructing the Initial Improvements. Such hard costs shall not
include any telephone systems, computer systems, furniture and decorations, but
may include carpeting, wall coverings, window blinds and telephone and data
cabling.

      (b) The Landlord shall reimburse the Tenant from time-to-time (but not
more often than monthly) for work done in connection with the installation and
construction of the Tenant's Initial Improvements, up to an aggregate maximum
reimbursement of $67,210, within thirty (30) days following receipt of the
following:

      (i)   a request for payment of the Improvement Allowance signed by an
            officer of Tenant, specifying the work for which reimbursement is
            being sought, which shall be accompanied by a certificate signed
            by an officer of the Tenant


                                       4
<PAGE>

            certifying that the payment requested in the invoice has been paid
            in full and that the Initial Improvements specified therein have
            been completed substantially in conformance with the plans therefor
            which were approved by the Landlord and that such work has been
            completed in a good and workmanlike manner;

      (ii)  copies of invoices from the vendors, supplier, or contractor
            evidencing the amount for which payment or reimbursement is sought,
            such invoices, if submitted for reimbursement, to be marked "paid in
            full" by such vendor, supplier or contractor (or, in lieu thereof
            the Landlord shall be furnished other documentation satisfactory to
            the Landlord evidencing payment in full);

      (iii) a certificate from the Tenant's architect stating that (x) such
            portion of the Initial Improvements for which reimbursement is being
            sought has been fully completed substantially in accordance with the
            final plans as approved by the Landlord, and (y) that such work has
            been completed in a good and workmanlike condition; and

      (iv)  lien waivers from each contractor(s) or subcontractor(s) to the
            extent of the amount to be paid to such parties, which waivers may
            contain a condition that the effectiveness of such waivers shall be
            subject to the payment to the applicable contractor(s) or
            subcontractor(s) of the amount of the invoice accompanying such
            waiver. The Landlord shall not be obligated to reimburse the Tenant
            for any invoice which is not accompanied by such a waiver.

      (v)   Notwithstanding the foregoing, the Landlord shall retain an amount
            equal to ten percent (10%) of the Improvement Allowance until the
            Tenant has submitted to the Landlord final permits required in
            connection with the construction of the Initial Improvements by any
            governmental department or agency having jurisdiction thereof,
            together with a final, unconditional sign-off from the New York City
            Department of Buildings for such work.

      (c) It is understood and agreed that the Landlord shall have no
responsibility for the performance of the contractor installing the Initial
Improvements (including matters of quality or timeliness), and in the event that
for any reason the Initial Improvements are not completed in


                                        5
<PAGE>

a timely fashion and/or there is any delay in the date on which the premises are
ready for occupancy by the Tenant for the purposes of conducting business, this
lease shall nevertheless continue in full force and effect, and, except in the
circumstances set forth below and to the extent set forth below, the Tenant
shall have no right, remedy or claim (including any claim for actual, punitive
or consequential damages) against the Landlord.

      (d) The Landlord's maximum liability under this Article shall not exceed
$67,210.00. If the actual cost of the Initial Improvements shall exceed the
amount of the Improvement Allowance, the entire amount of the excess cost shall
be paid solely by the Tenant and the Landlord shall be under no obligation to
pay such excess. No portion of the Improvement Allowance may be applied to
alterations performed in the 4th Floor Premises.

      (e) Within thirty (30) days after completion of the Initial Improvements,
the Tenant shall deliver to the Landlord general releases and waivers of lien
from all contractors, subcontractors and materialmen involved in the performance
of the Initial Improvements and the materials furnished in connection therewith
(unless the same were previously furnished pursuant to subparagraph (b)(iv)
above), and a certificate from the Tenant's independent licensed architect
certifying that, in its opinion, the Initial Improvements have been performed in
a good and workmanlike manner and substantially completed in accordance with the
final plans, as approved by the Landlord.

      8. Construction of Stairway: Subject to the Landlord's approval of
structural and engineering drawings, as well as the Tenant's compliance with all
applicable provisions of the Lease, the Tenant may, at it's own expense,
construct an internal stairway connecting the 5th Floor Premises with the 4th
Floor Premises. The Tenant shall, at it's expense, remove the stairway and
restore all damage resulting from the removal upon the earlier of the expiration
or sooner termination of the term of the Lease for the 4th Floor Premises or the
5th Floor Premises.

      9. Work: The Landlord shall not be obligated to perform any work in the
5th Floor Premises, except as set forth in Exhibit "C" annexed hereto, which
work shall be completed within 90 days following the commencement date of the
lease for the 5th Floor Premises. The terms of the Lease shall govern with
respect to the performance of such work by the Landlord.

      10. Cleaning: Provided the Tenant shall keep the 5th Floor Premises in
order, the Landlord, at the Landlord's expense, shall cause the 5th Floor
Premises, excluding any portions


                                       6
<PAGE>

thereof used for the storage, preparation, service or consumption of food or
beverages, to be cleaned Monday through Friday (except for those days designated
as legal holidays by the Federal or State government or by the unions now or
hereafter representing the Landlord's building personnel) substantially in
accordance with the specifications set forth as Exhibit "D" annexed hereto. The
Tenant, at the Tenant's sole cost and expense, shall cause all portions of the
premises used for the storage, preparation, service or consumption of food or
beverages to be cleaned daily in a manner satisfactory to the Landlord, and to
be exterminated against infestation by vermin, rodents or roaches regularly and,
in addition, whenever there shall be evidence of any infestation. Any such
extermination shall be done at the Tenant's sole cost and expense and by
contractors reasonably approved by the Landlord. The Landlord reserves the
right, on thirty days' notice to the Tenant, to require the Tenant to receive
cleaning services for the 4th Floor Premises from the Landlord's contractor, at
a cost to the Tenant not to exceed the Tenant's cost in contracting
independently for such cleaning services for the 4th Floor Premises. If the
Tenant shall desire any additional cleaning services in addition to the services
PROVIDED by the Landlord (as set forth on Exhibit "D"), the Tenant shall, at its
sole cost, employ such cleaning contractor providing services to the building on
behalf of the Landlord or such other cleaning contractor as shall be approved by
the Landlord. The Tenant shall, at its sole cost and expense, comply with all
present and future laws, ordinances, regulations and requirements of the City,
State or Federal Government or any agency having jurisdiction over the building,
or any rules which the Landlord may impose, with respect to the recycling or
sorting of refuse and rubbish. The Landlord reserves the right to refuse to
collect or accept from the Tenant any refuse or rubbish which is not separated
and sorted as required and to require the Tenant to arrange for such collection,
at the Tenant's sole cost and expense, using a contractor reasonably
satisfactory to the Landlord. The Tenant shall indemnify the Landlord from all
liability arising from the Tenant's failure to comply with the provisions of
this Paragraph. The Tenant shall pay to the Landlord the cost of removal of any
of the Tenant's refuse and rubbish from the building which exceeds normal office
requirements.

      11. No Broker: The Tenant represents that it dealt with no broker in
connection with the lease of the 5th Floor Premises or the transaction
contemplated hereby. Tenant agrees to indemnify and hold the Landlord harmless
from and against all demands, liabilities, losses, causes


                                       7
<PAGE>

of action, damages, costs and expenses (including, without limitation,
attorneys' fees and disbursements) suffered or incurred in connection with any
claims for a brokerage commission, finder's fee, consultation fees or other
compensation arising out of any conversations or negotiations had by the Tenant
with any broker or other party.

      12. Assignment/Subletting: Paragraph (p) of Article EIGHTEENTH
(re-written) of the Lease is deleted and the following inserted in lieu thereof:

            "(p) Notwithstanding anything to the contrary herein, in the event
            that the Tenant intends to sublet not more than 40% of the premises
            (measured in the area), the Landlord will not seek to recapture such
            premises and will not unreasonably withhold or delay its consent to
            any proposed sublease, PROVIDED that in no event shall the proposed
            subtenant then be a tenant, subtenant or assignee of any space in
            the building or any other building then owned, directly or
            indirectly, by the Landlord, nor shall the proposed subtenant be a
            person or entity with whom the Landlord is then, or within the
            immediately preceding six months has been, negotiating to lease
            space in the building or any other building then owned, directly or
            indirectly, by the Landlord. The provisions of paragraph (o) of this
            Article EIGHTEENTH (re-written) shall apply to any sublease entered
            into pursuant to this paragraph (p)."

      13. Option to Expand: (a) So long as the Tenant (i) is not in default in
the performance of any of the terms, covenants or conditions of this Lease
beyond the expiration of applicable notice and cure periods, and (ii) is then
occupying the entire 5th Floor Premises, the Tenant shall have an option to
lease additional space on the fifth floor of the Building, as indicated on
Exhibit "E" annexed hereto (the "Additional 5th Floor Premises") on the terms
set forth herein. The Tenant shall deliver written notice to the Landlord of its
election to lease the Additional 5th Floor Premises on or before March 31, 2000,
time being of the essence as to the delivery of such notice. If the Tenant fails
to deliver such notice to the Landlord on or before such date, it shall be
deemed to have waived the right to lease the Additional 5th Floor Premises and
the Landlord may thereafter lease such space to any third-party free of the
Tenant's rights. Upon receipt of notice of the Tenant's election to lease the
Additional 5th Floor Premises, the Landlord shall promptly prepare an amendment
to this lease reflecting the addition of such space upon the terms set forth
herein and the Tenant shall then have a period of fifteen (15) days after
Tenant's receipt of such lease amendment in which to execute and return such
lease amendment to the Landlord. If the Tenant does not execute and return such
lease amendment to the Landlord within 15 days, the Landlord may thereafter
lease the Additional 5th Floor Premises to a third-party and the Landlord shall
have no further obligation under this paragraph (a).


                                       8
<PAGE>

      (b) If the Tenant elects to lease the Additional 5th Floor Premises, then
as of June 1, 2000, (1) the Additional 5th Floor Premises shall be added to and
be deemed to be part of the premises upon all of the terms and conditions of
this lease, except as set forth in this paragraph 13; (2) the Additional 5th
Floor Premises shall be delivered in its then "as is" condition and the Landlord
shall not be obligated to perform any work therein; (3) the annual fixed rent
shall be increased by $198,269.50; (4) there shall be no Improvement Allowance
or free rent for the Additional 5th Floor Premises; (5) Tenant's Proportionate
Share shall be increased to reflect the addition of the Additional 5th Floor
Premises; (6) Article TENTH (a) (re-written) shall apply with respect to the
Additional 5th Floor Premises, except that the reference to "105%" shall be
amended to be "108%", and (7) the security deposit pursuant to Article
TWENTY-EIGHTH shall be increased by $16,522.00.

      14. Existing Lease: Except as set modified herein, the terms and
conditions of the Lease are hereby ratified and affirmed and shall remain in
full force and effect and the Tenant covenants and agrees to keep and perform
the obligations of the Lease as hereby modified.

      IN WITNESS WHEREOF, the parties have signed this Lease Amendment as of the
date set forth above.

                                     THE RECTOR, CHURCH-WARDENS AND
                                     VESTRYMEN OF TRINITY CHURCH IN THE
                                     CITY OF NEW YORK

                                     By:
                                         ---------------------------------------
                                         Director of Leasing

                                     By:
                                         ---------------------------------------
                                         Executive Vice President of Real Estate

                                     By:
                                         ---------------------------------------
                                         Chief Financial Officer


                                     CYBER DIALOGUE, INC.

                                     By: /s/ E. R. Melcher
                                         ---------------------------------------


                                       9
<PAGE>

                                    EXHIBIT B

                               5TH FLOOR PREMISES

                                  See Attached


                                        i
<PAGE>

                              [FLOOR MAP OMITTED]

                  --------------------------------------------
                                     NOTES
                              -------------------

                                 PLEASE INITIAL

                                 ==============


                                 ==============

                                  EXHIBIT "B"

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

                                      304
                                     HUDSON
                                     STREET

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

                                 5TH FLOOR PLAN

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

                  Date:
                    10/05/99                      No Scale

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

                                 [LOGO] TRINITY
                                   REAL ESTATE
                            PARISH OF TRINITY CHURCH
                         74 TRINITY PLACE, NY, NY 10006
                                 (212) 602-0867
                  --------------------------------------------

<PAGE>

                                    EXHIBIT C

                                   WORK LETTER

      It is agreed that, except as otherwise indicated, the following work is to
be done to the 5th Floor Premises by the Landlord, at the Landlord's expense:

1.    The Landlord shall deliver an ACP-5 certificate relative to asbestos
      compliance within the 5th Floor Premises.

2.    Landlord shall provide a total connected load of up to twelve watts per
      usable square foot of 3 phase 4 wire electric power with full neutrals
      (inclusive of the HVAC system). The disconnect switch and distribution of
      electricity within the premises shall be at the Tenant's expense. If the
      Tenant requires additional electrical capacity, it may bring in additional
      power to the premises, at it's own cost and expense and otherwise in
      accordance with the provisions of the Lease, PROVIDED that, in the
      Landlord's judgment, such additional power shall not create a dangerous or
      hazardous condition or interfere with or disturb other tenants or
      occupants in the building.

3.    The Landlord shall deliver the 5th Floor Premises broom clean. The
      Landlord will repair any major defects in the floor of the 5th Floor
      Premises which would prevent the floor from being carpeted.

4.    The Landlord shall deliver the sprinkler system and perimeter radiation in
      the 5th Floor Premises (including the "ex-bathroom" portion of the
      premises in the 5th Floor Premises) in good working order.

5.    The Landlord shall install air cooled air conditioning equipment in a
      mechanical equipment room on the 5th floor, which shall have a louvered
      window, the tonnage and location of which shall be agreed upon by the
      engineers for the Landlord and the Tenant. The Tenant shall be responsible
      for the cost of the distribution of the air conditioning within the 5th
      Floor Premises.

6.    The Landlord will demise the 5th Floor Premises in accordance with the
      plans delivered to the Tenant's architects.

7.    Upon the commencement of the term, the Landlord will clean and repair,
      where necessary, all windows within the 5th Floor premises.

8.    Demolish the existing bathroom within the 5th Floor Premises stubbing off
      the water and water lines.

9.    Carpet over cement slab.

10.   The Landlord has a mini Class E system and will provide points of
      connection for the Tenant.


                                       i
<PAGE>

                                    EXHIBIT D

                             CLEANING SPECIFICATIONS

A. TENANT SUITES

      a. Nightly

            a)    Carpeted floors: All carpeted floors will be swept nightly and
                  vacuumed weekly using a high quality vacuum, moving all light
                  furniture such as chairs and stands. All furniture will be
                  replaced to its original position. Vacuum under all desks and
                  large furniture where possible.

            b)    Uncarpeted floors: All hard-surfaced floors will be
                  dust-mopped nightly, using a treated dust mop, moving all
                  light furniture. All furniture will be replaced to its
                  original position. Dust-mop under all desks and large
                  furniture where possible.

            c)    Dusting and cleaning: Wipe all furniture tops, legs, rungs and
                  sides within hands' reach; wipe and disinfect telephones. Wipe
                  all horizontal surfaces within reach, including window ledges,
                  baseboards, ledges, molding and sills on glass and partitions.
                  No feather dusters will be allowed. Papers or other personal
                  items (i.e., pictures, keys, wallets, etc.) left on desk tops
                  will not be moved.

            d)    Furniture and Accessories: Dust, wipe clean and remove finger
                  marks, if necessary, from all furniture, file cabinets,
                  mapboards, and telephones using treated cloth.

            e)    Trash Removal: Collect and remove wastepaper, waste material
                  and cardboard boxes to designated area in or adjacent to the
                  premises.

            f)    Miscellaneous:

                  i.    Scour, wash clean and disinfect all water fountains and
                        coolers, emptying waste water as needed.

                  ii.   Once entering a suite, the door is to be locked.

                  iii.  Upon completion of all nightly chores, all lights shall
                        be turned off, windows closed, doors locked and offices
                        left in a neat and orderly condition.

      b.    Quarterly

            a)    High Dusting: Perform all high dusting throughout on a
                  quarterly basis unless otherwise specified, including the
                  following:

                  i.    Vacuum and dust all pictures, frames, charts, graphs and
                        similar wall hangings not reached in nightly cleaning.

                  ii.   Dust all overhead pipes, sprinklers, ventilating and
                        air-conditioning louvers and adjacent ceiling areas,
                        ducts and other equipment items not reached in nightly
                        cleaning.

                  iii.  Dust all venetian blinds and window frames.

                  iv.   Wash all furniture glass.


                                       ii
<PAGE>

B.    RESTROOMS (Including Tenant Suites)

      1)    All lavatories shall be thoroughly cleaned with an approved
            disinfectant.

      2)    Air fresheners shall not be used to cover-up unpleasant odors.
            Should there be an unpleasant odor, proper disinfecting procedures
            shall be used to abate the odors. An odorless disinfectant shall be
            used.

      3)    Remove all wastepaper and refuse, including sanitary napkins, to a
            designated area in the building and dispose of same. All wastepaper
            and sanitary napkin receptacles are to be thoroughly cleaned and
            washed, and new liners installed; liners to be installed so as to
            ensure maximum usage of receptacles.

      4)    Fill toilet tissue holders, seat cover containers, soap dispensers,
            towel dispensers, and sanitary napkin dispensers.

      5)    All tasks detailed above are to be done on a nightly basis.

      1.    Nightly Cleaning

            a)    Walls and Metal Partitions: Damp wipe all metal toilet
                  partitions and tiled walls, removing graffiti with care taken
                  not to damage surfaces. All surfaces are to be wiped dry so
                  that all wipe marks are removed and surface has a uniformly
                  bright appearance. Dust the top edges of all partitions,
                  ledges and mirror tops.

            b)    Floors and Tile: Floors will be swept clean and wet-mopped
                  with a germicidal detergent approved by the Landlord using
                  spray tank method. The floors will then be mopped dry and all
                  watermarks and stains wiped from wall and metal partition
                  bases, paying particular attention to corners. Scuff marks and
                  footmarks are to be removed throughout.

            c)    Metal Fixtures: Wash and polish all mirrors, powder shelves,
                  bright work (including flushometers and exposes piping below
                  wash basins and behind toilet fixtures), towel dispensers,
                  receptacles and any other metal accessories.

            d)    Ceramic Fixtures: Scour, wash and disinfect all basins,
                  including faucet handles, bowls, urinals and tile walls near
                  urinals with approved germicidal detergent solution. Wash both
                  sides of all toilet seats with approved germicidal solution
                  and wipe dry. Toilet seats are to be left in an upright
                  position.

            e)    Powder Rooms: If applicable, should be thoroughly cleaned and
                  floors should be washed or vacuumed, as applicable.

      2.    Weekly

            a)    Floor Drains: Clean, disinfect, and fill with water to avoid
                  the escape of sewer gases. Use of acids is prohibited.

      3.    Monthly

            a)    Walls and Metal Partitions and Washable Ceiling: Wash with
                  water and germicidal solution. Wipe dry and polish to a
                  uniformly bright, clean condition.

            b)    High Dusting and Cleaning: Perform all high dusting, inclusive
                  of grilles and diffusers, vacuum and wash all ceiling
                  diffusers.


                                      iii
<PAGE>

            c)    Floors: All floors will be machine-scrubbed, using a
                  germicidal solution, detergent and water. After scrubbing,
                  floors will be rinsed with clean water and dried. All water
                  marks will be removed from walls, partitions, and fixtures.


                                       iv
<PAGE>

                                    EXHIBIT E

                         ADDITIONAL FIFTH FLOOR PREMISES


                                       v
<PAGE>

                              [FLOOR MAP OMITTED]

                  --------------------------------------------
                                     NOTES
                              --------------------

                                 PLEASE INITIAL

                                 ==============


                                 ==============

                                  EXHIBIT "E"

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

                                      304
                                     HUDSON
                                     STREET

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

                                 5TH FLOOR PLAN

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

                  Date:
                    12/10/99                      No Scale

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

                                 [LOGO] TRINITY
                                   REAL ESTATE
                            PARISH OF TRINITY CHURCH
                         74 TRINITY PLACE, NY, NY 10006
                                 (212) 602-0867
                  --------------------------------------------