EXHIBIT 10.61

                            Third Amendment of Lease
                            dated December 30, 1999,
                                     between
                          Empire State Building Company
                                       And
                             New York Skyline, Inc.


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                            THIRD AMENDMENT OF LEASE

         AGREEMENT,  made as of the 30th day of December,  1999,  by and between
Empire State Building Company (hereinafter referred to as "Landlord"), having an
office at 350 Fifth Avenue, New York, New York 10118 and New York Skyline,  Inc.
(hereinafter referred to as "Tenant"), having an office at 350 Fifth Avenue, New
York, New York 10118 (this "Third Amendment").

                               STATEMENT OF FACTS

         WHEREAS,  Landlord and Tenant  entered  into that certain  agreement of
lease made as of February 26, 1993 ("Original Lease"),  which Original Lease was
subsequently modified by that certain Lease Modification  Agreement dated March,
1996  covering  certain  premises  described  therein,  and that  certain  Lease
Modification  Agreement made as of February 8, 1994, true and complete copies of
which are annexed  hereto  collectively  as Exhibit A (said lease,  as modified,
hereinafter referred o as the "Lease"); and

         WHEREAS,  the  Landlord  and  Tenant  desire to modify the Lease as set
forth herein upon all of the terms,  covenants and  conditions set forth in this
Third Amendment;

         NOW,  THEREFORE,  for ten ($10.00)  dollars and other good and valuable
consideration,   the   receipt  and   adequacy  of  which  is  hereby   mutually
acknowledged, Landlord and Tenant hereby agree to the following:

                              TERMS AND CONDITIONS


         1.       DEFINITIONS

                  For  the  purposes  of this  Third  Amendment,  the  following
definitions shall apply:

     (a) All  capitalized  terms not  otherwise  defined  herein  shall have the
meanings ascribed to them in the Lease.

     (b) "Effective Date" shall mean February 26, 1993.

     (c) The term "Base Year" shall mean the full calendar year during which the
term of this lease commences.

     (d) The term "Price Index" shall mean the "Consumer Price Index"  published
by the Bureau of Labor  Statistics of the U.S.  Department of Labor,  All Items,
New York, N.Y.  Northeastern,  N.J. , all urban consumers (presently denominated
"CPI-U"), or a successor or substitute index appropriately adjusted.

     (e) The term "Price  Index for the Base Year" shall mean the average of the
monthly All Items Price Indexes for each of the 12 months of the Base Year.
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         2.       ESCALATIONS

                  From and after the Effective Date,  Article 46 of the Original
Lease is  hereby  deleted  in its  entirety  and the  following  provisions  are
substituted in its place:

                        "CONSUMER PRICE INDEX ESCALATION"

         46. The fixed annual rent reserved in this lease and payable  hereunder
shall be adjusted, as of the time and in the manner set forth in this Article:

                  (a)  Effective as of each January and July  subsequent to Base
Year, there shall be made a cost of living adjustment of the fixed annual rental
rate payable  hereunder.  The July  adjustment  shall be based on the percentage
difference between the Price Index for the preceding month of June and the Price
Index  for the  Base  Year.  The  January  adjustment  shall  be  based  on such
percentage  difference  between  the  Price  Index  for the  preceding  month of
December and the Price Index for the Base Year.


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                  (i) In the event  that  Price  Index for June in any  calendar
year during the term of this lease reflects an increase over the price Index for
the Base year,  then the fixed annual rent herein provided to be paid as of July
1st  following  such  month of June  (unchanged  by any  adjustments  under this
Article)  shall be multiplied  by the  percentage  difference  between the Price
Index for June and the Price  Index for the Base  Year,  and the  resulting  sum
shall be added to such fixed  annual rent,  effective as of such July 1st.  Said
adjusted  fixed  annual rent shall  thereafter  be payable  hereunder,  in equal
monthly  installments,  until it is  readjusted  pursuant  to the  terms of this
lease.

                  (ii) In the event the Price Index for December in any calendar
year during the term of this lease reflects an increase over the Price Index for
the Base Year,  then the fixed annual rent herein  provided to be paid as of the
January 1st following such month of December (unchanged by any adjustments under
this Article) shall be multiplied by the percentage difference between the Price
Index for December and the Price Index for the Base Year,  and the resulting sum
shall be added to such fixed annual rent  effective as of such January 1st. Said
adjusted  fixed  annual rent shall  thereafter  be payable  hereunder,  in equal
monthly  installments,  until it is  readjusted  pursuant  to the  terms of this
lease.

         The following  illustrates  the  intentions of the parties hereto as to
the computation of the  aforementioned  cost of living adjustments in the annual
rent payable hereunder:

                  Assuming  that said fixed  annual  rent is  $10,000,  that the
                  Price  Index for the Base Year was 102.0 and that Price  Index
                  for the month of June in a calendar  year  following  the Base
                  Year was 105.0 , then the percentage  increase thus reflected,
                  i.e., 2.941%  (3.0/102.0) would be multiplied by $10,000,  and
                  said fixed annual rent would be increased by $294.10 effective
                  as of July 1st of said calendar year.

         In the event  that the Price  Index  ceases to use  1982-84=100  as the
basis of calculation,  or if a substantial change is made in the terms or number
of items contained in the Price Index, then the Price Index shall be adjusted to
the figure that would have been arrived at had the manner of computing the Price
Index in effect at the date of this  lease not been  altered.  In the event such
Price Index (or a successor or substitute  index) is not  available,  a reliable
governmental  or  other  non-partisan  publication  evaluating  the  information
theretofore use in determining the Price Index shall be used.

                  (b)  Landlord  will  cause  statements  of the cost of  living
adjustments  provided for in subdivision (a) to be prepared in reasonable detail
and delivered to Tenant.

                  (c)  In no  event  shall  the  fixed  annual  rent  originally
provided to be paid under this lease  (exclusive of the  adjustments  under this
Article) be reduced by virtue of this Article.

                  (d) Any delay or failure of  Landlord,  beyond July or January
of any year,  in  computing  or billing for the rent  adjustments  herein  above
provided,  shall not  constitute a waiver of or in any way impair the continuing
obligation of Tenant to pay such rent adjustments hereunder.

                  (e)  Notwithstanding  any  expiration or  termination  of this
lease prior to the lease  expiration  date (except in the case of a cancellation
by mutual  agreement)  Tenant's  obligation  to pay rent as adjusted  under this
Article  shall  continue and shall cover all periods up to the lease  expiration
date, and shall survive any expiration or termination of this lease.


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         3.       NO BROKERS/INDEMNIFICATION

                  Landlord  and  Tenant   represent  and  warrant  that  neither
consulted or negotiated  with any broker or consultant with regard to this Third
Amendment.  Landlord and Tenant agree to indemnify,  defend and hold one another
harmless from and against any and all claims for fees and commission from anyone
claiming to have dealt with the respective  party in connection  with this Third
Amendment.

         4.       MISCELLANEOUS

                  (a) Except as  otherwise  provided  herein,  all of the terms,
covenants,  conditions  and  provisions  of the Lease shall  remain and continue
unmodified, in full force and effect.

                  (b) This  Third  Amendment  sets  forth the  entire  agreement
between  the  parties,  superseding  all prior  agreements  and  understandings,
written and oral, and may not be altered or modified  except by a writing signed
by both parties.

                  (c) The covenants and agreements  herein  contained shall bind
and inure to the benefit of Landlord, it successors and assigns, and Tenant, its
successors and assigns. If any of the provisions of this Third Amendment, or its
application to any situation,  shall be invalid or  unenforceable to any extent,
the remainder of this Third Amendment,  or the application thereof to situations
other  than  that as to which  it is  invalid  or  unenforceable,  shall  not be
affected thereby, and every provision of this Third Amendment shall be valid and
enforceable to the fullest extent permitted by law.

                  (d) The captions of this Third  Amendment are for  convenience
and reference  only and no way define,  limit or describe the scope or intent of
this Third Amendment.

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

EMPIRE STATE BUILDING COMPANY


By: /s/ John B. Trainor, Jr.
------------------------
John B. Trainor, Jr.
Senior Vice President


NEW YORK SKYLINE, INC.


By: /s/ Robert Brenner
Robert Brenner
President
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                                    EXHIBIT A

                                    CONTAINS:

                                 ORIGINAL LEASE
                            DATED FEBRUARY 26, 1993,
                                     BETWEEN
                          EMPIRE STATE BUILDING COMPANY
                                       AND
                             NEW YORK SKYLINE, INC.
                              CONCERNING OFFICES AT
                   350 FIFTH AVENUE, NEW YORK, NEW YORK 10118,
                          LEASE MODIFICATION AGREEMENT
                               DATED MARCH, 1996,
                          LEASE MODIFICATION AGREEMENT
                             DATED FEBRUARY 8, 1998,

                                       AND

                            THIRD AMENDMENT OF LEASE
                             DATED DECEMBER 30, 1999