EXHIBIT 10.62

                    Second Modification of License Agreement
                            dated December 30, 1999,
                                     between
                          Empire State Building Company
                                       And
                             New York Skyline, Inc.

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                    SECOND MODIFICATION OF LICENSE AGREEMENT

                  This Second Modification of License Agreement,  made as of the
30th day of December, 1999 among Empire State Building Company ("ESBC"),  having
an office at 350 Fifth Avenue, New York, New York 10118,  Empire State Building,
Inc. ("ESB, Inc."), having an office at 60 East 42nd Street, New York, New York,
(hereinafter  together referred to as "Licensor"),  and New York Skyline,  Inc.,
having an office at 350 Fifth  Avenue,  New York,  New York  10118  (hereinafter
referred to as "Licensee").

     WHEREAS,  Licensor is the Lessor of the building  known as the Empire State
Building (the  "Building"),  and ESB, Inc. is the operator of the observatory on
the 86th floor of the Building (the "Observatory"); and

     WHEREAS, ESBC and Licensee have entered into certain leases (the "Leases");
and

     WHEREAS,  ESBC and Licensee  entered into that certain  License  Agreement,
made as of  February  26,  1993,  pursuant  to which ESBC  granted to Licensee a
license to have tickets to the  Attraction  (defined  therein)  sold by Licensor
under  the  terms,  covenants  and  conditions  set forth  therein  (hereinafter
referred to as the "License"),  and whereas certain  disputes arose with respect
thereto; and

     WHEREAS,  ESBC and  Licensee  entered into a certain  License  Modification
Agreement, made as of March, 1996, and whereas certain disputes have arisen with
respect thereto; and

     WHEREAS,  Licensor  and  Licensee  desire to resolve  their  disputes;  and

     WHEREAS,  Licensor and Licensee  wish to further  modify the License as set
forth  herein.  NOW,  THEREFORE,   in  consideration  of  the  covenants  herein
contained, the parties hereto agree as follows:


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                  1.       License:

     Article  1 of the  License  shall be  deleted  and the  following  shall be
substituted in its place and stead:

                           License:  Licensor  hereby  grants to  Licensee,  and
                           Licensee  hereby accepts from Licensor,  a license to
                           have tickets to the Attraction  sold by Licensor,  in
                           accordance   with  the   provisions  of  the  License
                           Agreement,  as modified  by the License  Modification
                           Agreement   dated   March,   1996,   and  the  Second
                           Modification of License  Agreement dated December 30,
                           1999.

                  2.       Annual License Fee and Contingent License Fee:

                  Article  3 of the  License  Agreement  and  Article  11 of the
License  Modification  Agreement are hereby  deleted and the following set forth
below is substituted in their place and stead:

                  2.1 Annual License Fee: Licensee shall pay to Licensor a fixed
license fee (the  "Annual  Fee") at the  following  rates per annum,  payable to
Licensor in advance in equal monthly installments on the first day of each month
without any setoff or deduction whatsoever:

               - $100,000.00  per annum  ($8,333.33 per month) through March 31,
                  1995;

               - $150,000.00 per annum ($12,500.00 per month) from April 1, 1995
                  through March 31, 1998;

               - $175,000.00 per annum ($14,583.33 per month) from April 1, 1998
                  through March 31, 2002;


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               - $200,000.00 per annum ($16,666.66 per month) from April 1, 2002
                  through March 31, 2006;

               - $225,000.00 per annum ($18,750.00 per month) from April 1, 2006
                  through April 30, 2013; and

               - $186,250.00  per annum  ($15,520.84 per month) from May 1, 2013
                  through June 30, 2016.

                  All payments,  charges or  reimbursements  due hereunder  from
Licensee shall be deemed additional  license fees and payable on demand,  unless
otherwise herein provided.

                  The  Annual Fee  payable  hereunder  shall be payable  without
regard to whether the Attraction is open for business.

                  2.2 Contingent  License Fee: In addition to the Annual Fee, as
an  incentive  for  Licensor  to sell  tickets  to the  Attraction  ("Attraction
Tickets"),  Licensee shall pay to Licensor,  in accordance with Schedule A which
is annexed hereto,  and upon the terms and conditions set forth below, an annual
contingent  license fee (the "Annual  Contingent License Fee") at the end of the
calendar year.

                  (a) No  Annual  Contingent  License  Fee shall be paid for any
calendar  year unless and until the Capture Rate  (defined  below) equals and/or
exceeds 10.5% for that calendar  year.  The Capture Rate,  which is set forth in
COLUMN 1 of Schedule A, is a percentage  equaling the total number of Attraction
Tickets sold by Licensor in a given  calendar  year  (numerator)  divided by the
total admissions to the Observatory in such calendar year (denominator).  By way
of example  only, if 100,000  tickets are sold by Licensor to the  Attraction in
the  calendar  year  1999,  and  1,000,000  are  the  total  admissions  to  the
Observatory in the calendar year 1999, then the 1999 Capture Rate is 10.0%.


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                  e.g.,    (Annual Attraction Tickets
                           sold by Licensor)              100,000 = 10.0%
                           --------------------------------------
                           (Annual Admissions to the    1,000,000
                            Observatory)

The applicable  Capture Rate shall be the highest listed  percentage in COLUMN 1
of  Schedule  A which was  actually  obtained.  By way of example  only,  if the
Capture  Rate  is  10.8%,  the  applicable  Capture  Rate  shall  be  10.5%.  In
determining  the Capture Rate, it is expressly  understood that the numerator of
the above  formula  shall also  include  sales by  Licensor  through the vending
machines as set forth in paragraph 3 hereof.

                  (b) Licensor  shall  provide  Licensee  with weekly,  monthly,
quarterly  and  annual  reports  ("Reports"),  certified  by a  duly  authorized
representative  of Licensor,  setting  forth:  the number of  admissions  to the
Observatory and the number of tickets sold by Licensor to the Attraction, with a
breakdown of daily tallies.  The Reports shall be  substantially  in the form of
the reports annexed hereto as Schedule B. The annual reports ("Annual  Reports")
shall also set forth the Capture Rate.  Weekly Reports shall be provided  within
seven days of each week;  monthly  Reports shall be provided within fifteen days
of the end of each month;  quarterly Reports shall be provided within twenty-one
days of the end of each calendar  quarter;  and Annual Reports shall be provided
within thirty days of the end of each calendar year. To the extent  permitted by
law,  Licensee  shall not further  disseminate,  publish or disclose  Licensor's
Reports to any third party,  other than: (i) Licensee's  accountants,  (ii) in a
lawsuit, arbitration or administrative proceeding in which Licensor and Licensee
are both parties; or (iii) pursuant to a court order or other legal mandate.


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                  (c) Provided that Licensee does not dispute Licensor's Capture
Rate as set forth in the Annual  Report,  Licensee  shall pay Licensor an Annual
Contingent  License Fee in accordance  with  Articles  2.2(d) within thirty (30)
days of the receipt of Licensor's Annual Report for the applicable period.

                  (d) If the Capture  Rate shall equal  and/or  exceed 10.5% for
any calendar  year,  Licensee  shall pay to Licensor the  applicable  Contingent
License Fee, in accordance with COLUMN 2 of the table set forth in Schedule A.

                  (e)  Notwithstanding  any  restrictions to the contrary in the
License Agreement and/or the License  Modification  Agreement,  the parties have
mutually  agreed to implement the  Contingent  License Fee system which shall be
effective  August 1, 1999, and continue for the term of this Agreement.  For the
calendar year 1999,  one-half of the applicable  Contingent License Fee shall be
payable if the Capture Rate for the period  August 1, 1999 through  December 31,
1999 shall equal and/or exceed 10.5%.

                  (f) The  certified  Annual  Reports  furnished  by Licensor to
Licensee shall constitute a final determination as between Licensor and Licensee
as to  the  Capture  Rate,  unless  Licensee,  within  thirty  (30)  days  after
Licensee's receipt of the certified Annual Reports shall give a notice ("Dispute
Notice")  to Licensor  that it disputes  the  accuracy of the  certified  Annual
Reports,  which notice shall specify the particular respects in which the Annual
Report is inaccurate.  Licensee shall have the right, during reasonable business
hours and upon not less than five (5)  business  days' prior  written  notice to
Licensor,  to examine Licensor's books and records  (including,  but not limited
to, back-up  documentation  such as ticket stubs,  and receipts) with respect to
the Capture  Rate.  Licensee  shall notify  Licensor in detail of the results of
such examination within fourteen (14) days after concluding such examination. If
Licensee shall give a Dispute Notice, upon not less than five (5) business days'
prior written notice to Licensee,  Licensor shall also have the right to examine
Licensee's   books  and  records   (including,   but  not  limited  to,  back-up
documentation  such as ticket stubs,  and receipts)  with respect to the Capture
Rate.


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                  (g) Any dispute as to the Capture  Rate  Figures  which is not
resolved by the parties shall be resolved in accordance  with the procedures set
forth in Article 6 herein.

                  3.  Ticket Computer Vending Machines at Concourse Area:

                  Notwithstanding  anything  to  the  contrary  in  the  License
Agreement or License Modification Agreement, Licensor hereby authorizes Licensee
to install,  at a location (in the Concourse  area of the Building)  selected by
Licensor,  two (2) ticket computer vending machines to sell Observatory  Tickets
and/or Combination Tickets (defined below). The ticket computer vending machines
shall accept as payment for the tickets credit cards,  but not cash. The cost of
such  ticket  computer  vending  machines  (including,  installation),  and  all
expenses incurred in connection with the maintenance,  repair and replacement of
such  machines,  shall be borne  by  Licensee.  However,  if  Licensor  requires
Licensee to move the  location of such ticket  computer  vending  machines,  the
Licensor  shall  bear  all  costs  and  expenses   associated  with  moving  and
re-installing such machines, in accordance with Article 8.1 herein.

                  (a) Any payments  received for Observatory  Tickets  purchased
from the ticket  computer  vending  machines shall be segregated into a separate
account  created and maintained by Licensor;  Licensor shall be responsible  for
all costs, fees and/or charges associated with such account (including,  but not
limited to, the reduction in any manner by credit card company fees or any other
costs associated with credit cards or other forms of payment).


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                  (b) Any payments  received for Combination  Tickets  purchased
from the ticket  computer  vending  machines shall be segregated into a separate
account  created and  maintained by Licensor.  Licensor's  share of the receipts
from such Combination  Tickets shall not be reduced in any manner by credit card
company fees or any other costs  associated  with credit cards or other forms of
payment. Within five (5) business days of the expiration of each month, Licensor
shall: (i) pay to Licensee that portion of the Combination Ticket payments which
belongs to Licensee;  and (ii) provide  Licensee  with a report,  certified by a
duly  authorized  representative  of  Licensor,  setting  forth  the  number  of
Combination Tickets sold by the ticket computer vending machines and the amounts
collected by such  machines  for the  applicable  period.  Any dispute as to the
above  report  which  is not  resolved  by the  parties  shall  be  resolved  in
accordance with the procedures set forth in Article 6 herein.

                  4.       Purchase of Observatory Tickets by Licensee:

                  Article 1(D) of the License  Modification  Agreement  shall be
amended to add the following provisions at the end of the first sentence:

                  "Licensee shall be permitted to purchase  Observatory  Tickets
                  from  Licensor's  office at the  Building  or from  Licensor's
                  Concourse  Ticket Office or in  accordance  with the terms and
                  conditions  of the  voucher  system  described  in  Article  5
                  herein.

                  It is expressly  understood  and agreed to by the parties that
                  beginning  on  August  1,  1999,  Licensee  has the  right  to
                  purchase  tickets to the Observatory  ("Observatory  Tickets")
                  from Licensor at the lowest  wholesale price charged to anyone
                  at that particular time ("Licensor's  Lowest Wholesale Rate").
                  For the  period  August  1,  1999  through  January  2,  2000,
                  Licensor's Lowest Wholesale Rate is $4.20 for an adult ticket,
                  $2.80 for a student  ticket,  $2.10  for a senior  ticket  and
                  $2.00 for a child's ticket.  For the period beginning  January
                  3,  2000  (until  there is a  subsequent  change),  Licensor's
                  Lowest  Wholesale  Rate  shall be $5.25  for an adult  ticket,
                  $4.00 for a student  ticket,  $4.00  for a senior  ticket  and
                  $3.00 for a child's ticket.


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                  Licensor's Lowest Wholesale Rate shall be provided to Licensee
                  irrespective  of how the  rates  are  determined,  whether  by
                  number of tickets purchased, category or any other means. Upon
                  written  request  of  Licensee,  Licensor  further  agrees  to
                  furnish  to  Licensee  a  written  list  of the  then-existing
                  Licensor's Lowest Wholesale Rate within ten (10) business days
                  of Licensee's written request.

                  Licensor  warrants and represents  that the Licensor's  Lowest
                  Wholesale  Rates set  forth  above  are the  lowest  wholesale
                  prices for the  Observatory  Tickets charged to anyone for the
                  periods of time set forth.

                  Licensee  shall  not  sell  Observatory  Tickets  alone at its
                  ticket  window in The Empire  State  Building,  but shall sell
                  them  only  as   Combination   Tickets  with  tickets  to  the
                  Attraction Tickets.

                  To the extent  permitted  by law,  Licensee  shall not further
                  disseminate, publish or disclose Licensor's Wholesale Rates or
                  updated  Wholesale  Rates to any third party,  other than: (i)
                  Licensee's  accountants,  (ii) in a  lawsuit,  arbitration  or
                  administrative  proceeding in which  Licensor and Licensee are
                  both  parties;  or (iii)  pursuant  to a court  order or other
                  legal mandate."

                  5.  Voucher System:

                  5.1  The  first  sentence  of  Article  4(f)  of  the  License
Agreement  shall be deleted and the following  sentence  shall be substituted in
its place and stead:

               "Licensor  shall  have  no  obligation  to  handle  discount
               coupons, rebates or other promotional items of any kind."


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     5.2  Notwithstanding  anything to the contrary in the License  Agreement or
License  Modification  Agreement,   Licensor  and  Licensee  mutually  agree  to
implement a voucher  system  which shall be effective no earlier than January 1,
2000, and continue for the term of this Agreement.

     5.3 Licensee shall make an initial deposit of twenty thousand  ($20,000.00)
dollars into Licensor's  bank account  designated by Licensor for the purpose of
purchasing   Observatory  Tickets  from  Licensor   ("Observatory  Voucher  Bank
Account"). At present, Licensor intends to use Fleet Bank.

     5.4 When a customer  purchases a  Combination  Ticket from Licensee to both
the Attraction and the  Observatory,  Licensee shall provide the customer with a
printed Observatory  Voucher  ("Observatory  Voucher").  The Observatory Voucher
shall  contain an identical  serial  number on both ends of its face,  and shall
contain  information as required by Article 44 of the lease for rooms  216-WP232
and  325-328.  Licensee  shall  retain  one-half of a sold  Observatory  Voucher
(containing  the  serial  number  on one  end) to a  customer;  the  other  half
(containing  the serial  number on the other end) shall be given to the customer
who, in turn,  shall remit such partial  Observatory  Voucher to Licensor or its
agents to gain admittance to the Observatory.

     5.5 For each  Observatory  Voucher  remitted to  Licensor,  Licensor  shall
deduct  the cost of an  Observatory  Ticket  (in  accordance  with the terms and
conditions set forth in Article 1(D) of the License  Modification  Agreement and
Article 4 herein) from the Observatory Voucher Bank Account.

     5.6 (a)  Licensor  shall  authorize  Licensee  to check the  balance of the
Observatory  Voucher Bank Account on a daily basis and shall forward  Licensee a
copy of all bank statements for such account.


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     (b)  Following  the  expiration  of each month,  Licensor  shall  submit to
Licensee a statement, certified by a duly authorized representative of Licensor,
setting forth the number of Observatory  Vouchers it received from customers for
the applicable period (the "Observatory Voucher Statement").

     (c) The  Observatory  Voucher  Statement  thus  furnished to Licensee shall
constitute  a final  determination  as between  Licensor  and Licensee as to the
amount of  Observatory  Vouchers  sold for the period  covered  thereby,  unless
Licensee,  within thirty (30) days after  Licensee's  receipt of the Observatory
Voucher  Statement  shall give a Dispute Notice to Licensor that it disputes the
accuracy of the Observatory  Voucher  Statement,  which notice shall specify the
particular respects in which the Observatory Voucher Statement is inaccurate.

     (d) Any  dispute  as to the  above  figures  which is not  resolved  by the
parties shall be resolved in accordance with the procedures set forth in Article
6 herein.

     (e) If the Observatory Voucher Statement,  as finally  determined,  shows a
variance  between the amount of  Observatory  Vouchers  sold by Licensee and the
amount for which the  Observatory  Voucher  Bank  Account  was  charged  for the
applicable monthly period, Licensee or Licensor, as the case may be, will pay to
the other  within  five (5) days of such final  determination  the amount of any
excess or deficiency in Licensee's payments.

     5.7 Licensor shall give Licensee  written notice anytime the balance of the
Observatory  Voucher  Bank  Account  equals  or is less than two  thousand  five
hundred ($2,500.00)  dollars, and Licensee shall restore the balance to at least
twenty  thousand  ($20,000.00)  dollars no less than five (5) business days from
the receipt of such written notice.


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                  6.  Arbitration:

     6.1 Any controversy,  dispute,  or claim arising out of or relating to this
Agreement, the License Agreement,  and/or the License Modification Agreement, or
the  performance,   interpretation,   application,   implementation,  breach  or
enforcement  thereof,  shall be subject to  mandatory  arbitration  as  provided
herein.  In the event any party has breached or defaulted in the  performance of
any obligation under this Agreement,  the License Agreement,  and/or the License
Modification  Agreement,  the party  claiming  a default  or breach or a dispute
shall provide  written notice to the other party of the default and/or breach or
any other dispute, and the other party shall have ten (10) days from the date of
receipt of the notice of default  (the "Notice of Default") to cure said default
or resolve the dispute (the "Cure Period").

     6.2 (a) In the event the  default or breach is not cured or the  dispute is
not resolved after the steps required by Article 6.1 are taken, the matter shall
be  submitted  to  binding   arbitration   conducted  in  accordance   with  the
then-current  Commercial  Arbitration  Rules of the  AAA,  except  as  otherwise
modified by this Agreement.

     (b) Each  arbitration  shall be  conducted  by three (3)  arbitrators.  The
parties  agree that the  arbitration  shall be conducted  on an expedited  basis
irrespective  of the amount of the claims  and/or  counterclaims.  All  notices,
however, from the AAA must be done in writing.

     (c) Upon payment of the service charge, the AAA shall submit simultaneously
to each party an identical list of ten (10) proposed arbitrators, drawn from the
National Panel of Commercial Arbitrators,  from which three arbitrators shall be
appointed.  Each party may  strike  three  names  from the list on a  peremptory
basis.  The list is returnable to the AAA within seven (7) days from the date of
the AAA's mailing to the parties. If for any reason the appointment of the three
arbitrators  cannot be made from the list, the AAA shall send additional  lists,
in accordance with the procedure set forth above, until the appointment of three
(3)  arbitrators.  The parties shall be given notice by the AAA, in writing,  of
the three arbitrators,  who shall be subject to disqualification for the reasons
specified in Section 19 of the AAA rules.  The parties  shall notify the AAA, in
writing,  within seven (7) days of any objection to the arbitrators appointed in
accordance with Section 19.


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     (d) The  arbitrators  shall set the date, time and place of the arbitration
hearing,  and provide  the  parties  with at least  fourteen  (14) days  advance
written notice of the hearing date.  Unless  otherwise  agreed by the parties in
writing,  both parties shall be given a full and fair  opportunity  to engage in
discovery  and prosecute  and/or  defend the claims,  and shall not be forced to
have the hearing in one day. The award shall be rendered not later than fourteen
(14) days from the date of the closing of the  hearing.  The  arbitration  panel
must  adhere  to and  apply  the  substantive  laws of the  State  of New  York,
including the rules of evidence.

     (e) An award made by the  arbitration  panel  shall be final,  binding  and
conclusive  on all parties  hereto for all  purposes,  and  judgment on an award
granted by the arbitrators may be entered and enforced in any court of competent
jurisdiction.

     (f) Each  arbitration  shall take place at the New York City  Office of the
AAA. Each party's costs of arbitration shall be borne to the respective parties,
except that the costs and expenses of the arbitrators shall be shared equally by
the parties. If any party does not comply with the final award, such party shall
bear all resulting costs of enforcing the award.

     (g) Notwithstanding  the provisions of this Article,  each party shall have
the  right to apply to an  arbitrator  selected  by the AAA for the  purpose  of
temporary or preliminary injunctive relief and/or an order directing arbitration
pursuant  hereto,  or to a court  of  appropriate  jurisdiction  for the same or
similar relief.

                  6.3 Nothing  contained in this Article shall modify,  amend or
otherwise change the parties' rights and remedies under the Leases.


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                  7.  Sharing Marketing Information:

                  The parties' respective marketing departments shall meet on or
before  January 14, 2000,  and at least on a quarterly  basis  thereafter  (at a
mutually agreeable time), at the Building, or at a location otherwise agreed to,
to  discuss  sharing  marketing   information  and  exchanging  marketing  ideas
regarding,  inter alia: (i) information on group tours and sales;  (ii) mailings
for group  solicitations;  (iii)  trade  show  information;  and (iv)  educating
prospective customers about the Observatory and the Attraction.

                  8.  Ticket Sales:

                  8.1      The  following  shall be  added as the last  sentence
to Article 4(a) of the License Agreement:

                  "It  is  expressly  understood,   however,  that  if  Licensor
                  subsequently  requires  Licensee to move the  location of such
                  machines,  then  Licensor  shall  bear all costs and  expenses
                  associated  with moving and  re-installing  such machines,  in
                  accordance with Article 3 herein."

                                    8.2 The third  sentence  in Article  4(c) of
                  the License Agreement shall be deleted and the following shall
                  be substituted  in its place and stead" "At present,  Licensor
                  intends to use Fleet Bank." 8.3 The following  sentence  shall
                  be added to the end of Article 4(c) of the License Agreement:

                  "Licensee   may  seek  to  recover  any  disputed   amount  in
                  accordance with Article 6 herein."

                  8.4      The last paragraph in Article 4(e) entitled
"Statement, Disputes, Etc." of the License Agreement shall be deleted and the
following shall be substituted in its place and stead:

                  "Any dispute as to the above  Statements which is not resolved
                  by the  parties  shall  be  resolved  in  accordance  with the
                  procedures set forth in Article 6 herein."


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                  9.  Signage, Etc.:

                  Article 5 of the License  Agreement  shall be  supplemented as
follows:

                  "Licensor   shall  also  post  the  admission  price  for  the
                  Attraction,  and the price for a ticket  covering  Observatory
                  and Attraction admission ("Combination Ticket") directly below
                  the  posting  of  the  Observatory   admission  price  in  the
                  Observatory ticket sales office room.

                  Licensee  shall  permit  Licensor  to post one (1) sign,  at a
                  mutually  agreeable  location  at the site of the  Attraction,
                  listing  the  current   weather   and/or   visibility  at  the
                  Observatory. Licensor shall be solely responsible for: (i) the
                  cost and  expense of the sign;  and (ii)  removing,  altering,
                  changing,  and/or updating the sign during Licensee's  regular
                  business hours.  The sign's size shall be mutually agreed upon
                  by the parties."

                  Licensee  shall  post one (1) sign,  at a  mutually  agreeable
                  location at the site of the Attraction,  stating that Licensee
                  is not affiliated with Licensor.

                  10.      Cost Reimbursements:

                  The third  sentence of Article  6(a) of the License  Agreement
shall be deleted and the following shall be substituted in its place and stead:

                  "Any  dispute  as to  whether  the  number  of man  hours  was
                  increased, or as to the cost thereof, which is not resolved by
                  the  parties,   shall  be  resolved  in  accordance  with  the
                  procedures set forth in Article 6 herein."


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                  11.  Default:

                  The following phrase shall be deleted from clause (b) of
Article 10 of the License Agreement:

               "or hereinafter promulgated by Licensor hereunder or thereunder,"

                  12.  Brokerage:

                  Licensee  and  Licensor  represent  and warrant  that  neither
consulted  nor  negotiated  with  any  broker  or  finder  with  regard  to this
Agreement. Licensee and Licensor agree to indemnify, defend and save one another
harmless  from and  against  any  claims  for fees or  commissions  from  anyone
claiming  to have  dealt  with the  respective  party in  connection  with  this
Agreement.

                  13.  Indemnity:

                  The  following  shall be added to the last sentence of Article
                  21 of the  License  Agreement:

                         "provided that the injuries  and/or  damages  allegedly
                    sustained  were  not  caused  in  whole  or in  part  by the
                    culpable conduct (including, negligence, lack of care, fault
                    and/or  the  assumption  of the  risk) of  Licensor,  or its
                    employees, agents or contractors."

                  14.  Right to Cancel:

                  The  following  shall be added  after the second  sentence  in
                  Article  24 of the  License  Agreement:

                         "Licensor  shall give Licensee  written  notice fifteen
                    (15) days in advance, setting forth in reasonable detail the
                    reasons for Licensor's determination. Any dispute under this
                    Article  which  is not  resolved  by the  parties  shall  be
                    resolved  in  accordance  with the  procedures  set forth in
                    Article 6 herein."

                  15.  Daily Attendance Figures:

                  The  following  shall be added to the last sentence of Article
1(H) of the License Modification Agreement:

                  "to any third parties, other than: (i) Licensee's accountants,
                  (ii) in a lawsuit, arbitration or administrative proceeding to
                  which Licensee and Licensor are parties,  or (iii) pursuant to
                  a court order or other legal mandate."


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                  16.      Entertainment Facility:

                  Article 1(I) of the License  Modification  Agreement  shall be
deleted.

                  17.  Ratification:

                  The amendments  set forth herein,  shall not affect any of the
terms,  covenants  and  conditions  of the  License  Agreement  and the  License
Modification  Agreement,  which  Agreements,  as amended  hereby,  are and shall
remain in full  force and  effect,  and are  hereby  confirmed  and agreed to by
Licensor  and  Licensee.  The  amendments  set forth herein shall not affect any
terms, covenants and conditions of the Leases.

                  18. Storage Space:

                  The parties agree that they will discuss the  possibility of a
Storage  Lease  Agreement for the storage of  Licensee's  promotional  material,
brochures,  signs,  etc.  (the  "Storage  Lease  Agreement").  The Storage Lease
Agreement,  if agreed to by the parties, shall be for a term to be determined by
the parties.  Nothing herein shall obligate either Licensor or Licensee to enter
into such a Storage Lease Agreement.

                  19.  Non-cash sales:

                  The following shall be added after the last sentence of
Article 4(g) of the License Agreement:

                    "(vi)  Notwithstanding  the above,  Licensor  is  permitting
               visitors to pay for admission to the  Observatory  and Attraction
               by non-cash  payment such as credit card. It is expressly  agreed
               that Licensee is not responsible for any costs, fees, credit card
               charges,   expenses,   equipment  or  other  items   relating  to
               transactions  which do not involve the sale of Attraction Tickets
               and/or Combination Tickets."

                  20.      Miscellaneous:

                  (a)      The captions in this  Agreement  are for  convenience
only and are not to be considered in construing this Agreement.

                  (b)  Nothing  in this  Agreement  shall be  construed  to give
benefits to any person or corporation  or other entity,  other than the Licensor
and Licensee,  and this Agreement shall be for the sole and exclusive benefit of
the Licensor and Licensee.


<PAGE>
                  (c)  Nothing  contained  herein  shall be  deemed  to create a
partnership,  joint venture or other similar relationship between the parties or
as appointing either party as the agent for the other party. However, nothing in
this  clause  shall  be  deemed  to  waive  or  otherwise  obviate  any  rights,
privileges,  obligations  or other legal  entitlements  that either  Licensor or
Licensee have under the relevant applicable law.

                  (d) This  Agreement  shall be construed  without regard to any
presumption or other rule requiring  construction against the party causing this
Agreement to be drafted.

                  (e) It is further expressly understood and agreed that neither
party to this Agreement, nor any of their agents or those under their control or
otherwise acting on behalf of the parties,  shall make any defamatory statements
or disparaging or negative statements about the other party's attraction.

                  (f) Terms used in this  Agreement  and not  otherwise  defined
herein  shall have the  respective  meanings  ascribed  thereto  in the  License
Agreement and the License Modification Agreement.

                  (g) If any provision of this  Agreement or its  application to
any person or  circumstances  is invalid or  unenforceable  to any  extent,  the
remainder of this  Agreement,  or the  applicability  of such provision to other
persons or  circumstances,  shall be valid and enforceable to the fullest extent
permitted  by law and shall be  deemed  to be  separate  from  such  invalid  or
unenforceable provisions and shall continue in full force and effect.

                  (h) The  definition of  "Licensor" in the License is hereby
modified and amended to include ESB, Inc. in the definition.

EMPIRE STATE BUILDING COMPANY


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

EMPIRE STATE BUILDING, INC.



By:____________________________



NEW YORK SKYLINE, INC.



By: /s/ Robert Brenner
Robert Brenner
President