EXHIBIT 10.59

                              Settlement Agreement
                            dated December 30, 1999,
                                     between
                             New York Skyline, Inc.
                                       and
                          Empire State Building Company
<PAGE>
                              SETTLEMENT AGREEMENT

                  This  Agreement is entered into as of December 30, 1999 by and
between New York  Skyline,  Inc.  ("Skyline"),  a New York  corporation  with an
office at 350 Fifth Avenue, New York, New York and Empire State Building Company
("ESBC"), a New York partnership with offices at 350 Fifth Avenue, New York, New
York.

     WHEREAS,  the parties to this Agreement are parties in an action titled New
York Skyline,  Inc. v. Empire State  Building  Company,  et al.,  pending in the
Supreme Court of the State of New York, County of New York (Index No. 606541/97)
(the "Action"); and

     WHEREAS,  the parties to this Agreement each desire,  in order to avoid the
further expense, inconvenience and burden of litigation, to settle their dispute
and dispose of the Action and the claims asserted therein upon and the terms and
conditions set forth below;

     NOW THEREFORE,  in consideration of the mutual covenants herein  contained,
and  other  good  and  valuable  consideration,   receipt  of  which  is  hereby
acknowledged, the parties to this Agreement stipulate and agree as follows:

                  Simultaneously  with  the  execution  of this  Agreement,  the
parties to this Agreement shall execute a stipulation  dismissing each and every
cause of action  asserted by Skyline in the Action in the form annexed hereto as
Exhibit A (the  "Stipulation").  ESBC will use  reasonable  efforts  to have the
other parties to the Action  execute the  Stipulation.  In the event that all of
the parties to the Action execute the Stipulation,  ESBC shall promptly file the
fully executed  stipulation  with the clerk of the court.  In the event that not
all of the parties to the action execute the Stipulation within thirty (30) days
of the execution of this Agreement,  ESBC and Skyline shall make a motion to the
court  seeking an order  dismissing  each and every cause of action  asserted by
Skyline as against  each of the  parties  to the  Action  who has  executed  the
Stipulation.

         1. Simultaneously  with the execution of this Agreement,  Skyline shall
provide to Empire State  Building  Company  ("ESBC") an executed  release in the
form annexed  hereto as Exhibit B. At the same time,  Skyline  shall  provide to
ESBC executed  release (the  "Additional  Releases") for Empire State  Building,
Inc. ("ESB, Inc."), Empire State Building Associates ("ESBA"),  Neil H. Kessner,
Kessner & Cyruli, f/k/a Neil H. Kessner & Associates (collectively,  "Kessner"),
Helmsley-Spear,  Inc.  ("Helmsley-Spear"),  Stephen A. Tole )  ("Tole"),  Eileen
Aluska  ("Aluska") and Peter L. Malkin ("Malkin")  (ESBC,  Inc., ESBA,  Kessner,
Helmsley-Spear,  Tole,  Aluska  and  Malkin  are  collectively  the  "Additional
Parties") in the forms collectively annexed hereto as Exhibit C. ESBC's counsel,
Duane,  Morris &  Heckscher  LLP  ("DMH"),  shall  hold  each of the  Additional
Releases in escrow  until such time as Skyline  receives a release  described in
paragraph 3 below from an Additional  Party. At such time, DMH shall provide the
Additional  Release to the  Additional  Party who has  provided  Skyline  with a
release.  If Skyline does not receive such a release  from an  Additional  Party
within  thirty  (30) days of the  execution  of this  Agreement,  then DMH shall
promptly return the Additional Release for that Additional Party to Skyline.


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         2.  Simultaneously  with the  execution of this  Agreement,  ESBC shall
provide to Skyline an executed  release in the form annexed hereto as Exhibit D.
ESBC  shall  use  reasonable   efforts  to  have  ESB,  Inc.,   ESBA,   Kessner,
Helmsley-Spear,  Tole, Aluska and Malkin provide to Skyline executed releases in
the forms  collectively  annexed  hereto as Exhibit E within thirty (30) days of
thee execution of this Agreement.

         3.  Simultaneously  with the execution of this  Agreement,  Skyline and
ESBC shall  execute the Second  Modification  of License  Agreement  in the form
annexed hereto as Exhibit F.

         4.  Simultaneously  with the execution of this  Agreement,  Skyline and
ESBC shall  execute the Third Lease  Modification  Agreement  to the Lease dated
February 266, 1993 in the form annexed hereto as Exhibit G.

         5. On or before  April 30,  2000,  Skyline  may  exercise  an option to
extend the lease dated April 14, 1994 in  substantially  the form annexed hereto
as Exhibit H. However,  if Skyline decides not to exercise the option,  it shall
notify ESBC of its decision not to extend the lease by March 31, 2000.

         6. In  consideration  of  Skyline  dismissing  all its  alleged  claims
against ESBC in  connection  with the Lease dated  February 26, 1993,  the Lease
Modification  Agreement  dated February 8, 1994, the Lease dated April 14, 1994,
the License  Agreement  dated  February 26, 1993,  and the License  Modification
Agreement dated March 1996, ESBC expressly  acknowledges that any and all claims
for rent and  licensee  fees  previously  alleged  by ESBC to be owed by Skyline
(which claims are now released pursuant to the terms and conditions of Exhibit D
hereto) relate solely to the aforementioned agreements.

         7. This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to the conflict of laws provisions thereof.

     8. The  parties to this  Agreement  agree to be  responsible  for their own
costs and attorneys' fees with regard to the Action.

<PAGE>
     9. This Agreement may not be waived, altered, amended or modified except by
an agreement in writing and signed by the parties to the Agreement.

     10. The terms of this  Agreement  shall be  binding on the  parties to this
Agreement and their successors and assigns.

     11. At and after the  execution  of this  Agreement,  the  parties  to this
Agreement shall execute such further  documents and take such further actions as
are necessary or  appropriate to effectuate the provisions of this Agreement and
the settlement provided for herein.

     12. Other than as to any  representations  set forth herein, this Agreement
is without an admission of any liability of any party to any other party, and is
made solely to avoid the expense and inconvenience of further  litigation.  Each
of the  parties  to this  Agreement  represents  that it is  entering  into  and
executed this Agreement  voluntarily,  and no force, threat,  duress,  coercion,
fraud or improper  means has been  exerted  upon them by any person with respect
thereto.

     13. Except as otherwise required or provided herein or hereby, neither this
Agreement nor any of the terms hereof,  nor any statements made herein,  nor any
negotiations  or  proceedings  in connection  herewith,  shall  constitute or be
construed  as or be deemed to be  evidence  of an  admission  on the part of any
party to this Agreement of any liability or wrongdoing whatsoever,  of the truth
or untruth of any of the  statements  made or positions  taken by any party with
respect to the Action; nor shall this Agreement,  or any of the terms hereof, or
any statements  made herein,  or any  negotiations  or proceedings in connection
herewith,  be offered or received in evidence or used in any proceedings against
the  parties  to  this  Agreement  or  used in any  proceeding  for any  purpose
whatsoever except with respect to effectuation and enforcement of this Agreement
and the resolution of the Action.

     14. The parties to this Agreement  shall cause their  respective  officers,
directors, agents, servants, employees to abide by the terms of this Agreement.

     15. This Agreement may be executed in counterparts,  each of which shall be
deemed  an  original,  but all of  which  shall  constitute  one  and  the  same
Agreement.

     16. If any  provision  of this  Agreement or the  application  of all other
provisions shall not be affected thereby.


<PAGE>
     17. Whenever the text hereof requires, the use of the singular number shall
include the appropriate plural number.

     IN WITNESS  WHEREOF,  the  parties to this  Agreement  have  executed  this
Agreement as of this 30th day of December 1999.

NEW YORK SKYLINE, INC.

By: /s/ Robert Brenner
Name: Robert Brenner

Title: President/Chief
Executive Officer

EMPIRE STATE BUILDING COMPANY

By: Helmsley-Spear, Inc., Agent

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


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                                    EXHIBIT A

                                    CONTAINS:
                          STIPULATION OF DISCONTINUANCE
                                 WITH PREJUDICE


<PAGE>


















                                    EXHIBIT B

                                    CONTAINS:
                                RELEASE OF CLAIM
                      AGAINST EMPIRE STATE BUILDING COMPANY
                                       BY
                             NEW YORK SKYLINE, INC.




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                                    EXHIBIT C

                                    CONTAINS:
                                RELEASE OF CLAIM
                            AGAINST OTHER DEFENDANTS
                                       BY
                             NEW YORK SKYLINE, INC.




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                                    EXHIBIT D

                                    CONTAINS:
                                RELEASE OF CLAIM
                         AGAINST NEW YORK SKYLINE, INC.
                                       BY
                         EMPIRE STATE BUILDING COMPANY.




<PAGE>


















                                    EXHIBIT E

                                    CONTAINS:
                                RELEASE OF CLAIM
                         AGAINST NEW YORK SKYLINE, INC.
                                       BY
                                OTHER DEFENDANTS.




<PAGE>




















                                    EXHIBIT F

                                    CONTAINS:
                               SECOND MODIFICATION
                              OF LICENSE AGREEMENT
                                     BETWEEN
                          EMPIRE STATE BUILDING COMPANY
                                       AND
                             NEW YORK SKYLINE, INC.




<PAGE>
















                                    EXHIBIT G

                                    CONTAINS:
                        THIRD AMENDMENT OF LEASE BETWEEN
                          EMPIRE STATE BUILDING COMPANY
                                       AND
                             NEW YORK SKYLINE, INC.
                              CONCERNING OFFICES AT
                   350 FIFTH AVENUE, NEW YORK, NEW YORK 10118




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                                    EXHIBIT H

                                    CONTAINS:
                             OPTION TO EXTEND LEASE
                              CONCERNING OFFICES AT
                   350 FIFTH AVENUE, NEW YORK, NEW YORK 10118