EXHIBIT 10.19






                                    SUBLEASE


                     BANCO UNION, NEW YORK AGENCY, LANDLORD


                                       to


                           DISC GRAPHICS, INC., TENANT


                           Location:        609 Fifth Avenue
                                            New York, New York

                           Dated:           as of January 1, 2000


                 The Land Affected by the Within Instrument Lies
                      in Section 1284, Block 69 on the Tax
                         Map of the County of New York.






<PAGE>



                          Index of Terms Used in Lease


 TERM                                        SECTION

 AAA                                         14.01(a)
 Additional Rent                             4.01(b)
 Annual Rental                               4.01(a)(i)
 Applicable Laws                             15.01(a)
 Bankruptcy Code                             13.01(a)
 Brokers                                     23.01
 Building                                    Recitals
 Commencement Date                           2.01
 Common Building Facilities                  1.01(c)
 consideration                               16.04(a)
 Expiration Date                             2.01
 Free Rent Period                            4.01(a)(ii)
 JHMLIC                                      Recitals
 Landlord                                    Preamble
 Lease                                       Preamble
 Lease Interest Rate                         13.06
 Leased Premises                             1.01(a)
 Overlandlord                                Recitals
 Overlease                                   Recitals
 Overlease Premises                          Recitals
 16.04(b)                                    Permitted Expenses
 Tenant                                      Preamble
 Tenant Surcharges                           4.01(d)
 Tenant's Estimated Share of
 the Electricity Charge                      4.01(b)
 Tenant's Proportionate Share                4.01(c)



<PAGE>



                                TABLE OF CONTENTS

                                                                            Page

                        ARTICLE ONE SUBLEASE OF PREMISES

Section 1.01.  Sublease of Premises............................................1

                                ARTICLE TWO TERM
Section 2.01.  Term............................................................2
Section 2.02.  Effect of Termination...........................................2

            ARTICLE THREE CONDITION OF LEASED PREMISES AND OVERLEASE
Section 3.01.  Condition of Leased Premises....................................2
Section 3.02.  Overlease.......................................................2

                               ARTICLE FOUR RENTAL
Section 4.01.  Annual Rental...................................................4
Section 4.02.  Late Payment....................................................4

                              ARTICLE FIVE SERVICES
Section 5.01.  Services to Be Performed by Overlandlord........................6
Section 5.02.  Heating, Ventilating and Air Conditioning.......................7
Section 5.03.  Tenant's Security...............................................7
Section 5.04.  Window Cleaning.................................................7
Section 5.05.  Insurance.......................................................7

                             ARTICLE SIX ELECTRICITY
Section 6.01.  Risers and Feeders..............................................9
Section 6.02.  Increase and Decrease of the Electricity Charge................ 9
Section 6.03.  Discontinuance.................................................10

                          ARTICLE SEVEN USE AND ACCESS
Section 7.01.  Use............................................................10
Section 7.02.  Access.........................................................11
Section 7.03.  Use of the Lobby...............................................11
Section 7.04.  Building Directory; Signage....................................11
Section 7.05.  Waste Discharge................................................11
Section 7.06.  Floor Loads....................................................12
Section 7.07.  Prohibited Uses................................................12

                      ARTICLE EIGHT REPAIRS AND MAINTENANCE
Section 8.01.  Tenant's Obligations...........................................12

                      ARTICLE NINE FIRE AND OTHER CASUALTY
Section 9.01.  Damage or Destruction..........................................13
Section 9.02.  Waiver of Subrogation Rights...................................14

                                        i

<PAGE>

                              ARTICLE TEN LIABILITY
Section 10.01.  Indemnification of the Parties................................14
Section 10.02.  Landlord's Liability..........................................14

                     ARTICLE ELEVEN ALTERATIONS AND FIXTURES
Section 11.01.  Alterations by Tenant.........................................15
Section 11.02.  Tenant's Property.............................................17

                           ARTICLE TWELVE CONDEMNATION
Section 12.01.  Condemnation..................................................17

                     ARTICLE THIRTEEN REMEDIES AND DEFAULTS
Section 13.01.  Bankruptcy....................................................18
Section 13.02.  Conditions of Limitation......................................19
Section 13.03.  Re-entry......................................................21
Section 13.04.  Damages.......................................................21
Section 13.05.  Default by Landlord...........................................23
Section 13.06.  Suspension of Tenant Default..................................23

                          ARTICLE FOURTEEN ARBITRATION
Section 14.01.  Arbitration...................................................24

                      ARTICLE FIFTEEN COMPLIANCE WITH LAWS
Section 15.01.  Tenant's Compliance with Laws.................................24

                    ARTICLE SIXTEEN ASSIGNMENT AND SUBLETTING
Section 16.01.  General Prohibition...........................................25
Section 16.02.  Rights of Landlord............................................25
Section 16.03.  Net Profits...................................................26
Section 16.04.  Remedy for Delayed or Withheld
Consent........................26s

                       ARTICLE SEVENTEEN LANDLORD'S ACCESS
Section 17.01.  Landlord's Access to Premises.................................27
Section 17.02.  Overlandlord's Right to Change the Building...................27

                    ARTICLE EIGHTEEN NAME OF BUILDING; SIGNS
Section 18.01.  Landlord's Right to Designate Building Name...................27
Section 18.02.  Signs.........................................................27

                        ARTICLE NINETEEN QUIET ENJOYMENT
Section 19.01.  Covenant of Quiet Enjoyment...................................28

                            ARTICLE TWENTY NON-WAIVER
Section 20.01.  Non-Waiver by Either Party....................................28

                           ARTICLE TWENTY-ONE NOTICES

                                       ii

<PAGE>

                      ARTICLE TWENTY-TWO PARTIAL INVALIDITY
Section 22.01.  Severability Clause...........................................29

                         ARTICLE TWENTY-THREE BROKERAGE
Section 23.01.  Brokerage.....................................................29

                    ARTICLE TWENTY-FOUR ESTOPPEL CERTIFICATES
Section 24.01.  Estoppel Certificates.........................................29

               ARTICLE TWENTY-FIVE TENANT'S RIGHT OF FIRST REFUSAL
Section 25.01.  Tenant's Right of First Refusal...............................30
Section 25.02.  Effect of Failure to Exercise Right...........................30

                        ARTICLE TWENTY-SIX SUBORDINATION
Section 26.01.  Subordination.................................................31

                      ARTICLE TWENTY-SEVEN SECURITY DEPOSIT
Section 27.01.  Security Deposit..............................................31

                   ARTICLE TWENTY-EIGHT RULES AND REGULATIONS
Section 28.01.  General; This Lease Controls in Event of Conflict.............32

                        ARTICLE TWENTY-NINE MISCELLANEOUS
Section 29.01.  Certain Miscellaneous Provisions..............................32
Section 29.02.  Governing Law.................................................32
Section 29.03.  Memoranda Agreements..........................................32


                                       iii

<PAGE>

                                    EXHIBITS

                             Exhibit A - Floor Plan
                           Exhibit B - Landlord's Work






                                       iv

<PAGE>



                                    SUBLEASE


          SUBLEASE  ("this Lease"),  dated as of January 1, 2000,  between BANCO
UNION, NEW YORK AGENCY,  with an office at 609 Fifth Avenue,  New York, New York
10017 ("Landlord"), and DISC GRAPHICS, INC., with an office at 10 Gilpin Avenue,
New York, New York 11788 ("Tenant").


                              W I T N E S S E T H :


          WHEREAS,  by lease (the  "Overlease")  dated as of December  30, 1994,
John Hancock  Mutual Life  Insurance  Company  ("JHMLIC"),  and 609 Fifth Avenue
Corporation,    as    tenants-in-common    (collectively    hereinafter   called
"Overlandlord"), leased to Landlord a portion of the Mezzanine, second floor and
portions of the basement in the building (the "Building")  commonly known as 609
Fifth Avenue, New York, New York (the "Overlease Premises"); and

          WHEREAS,  a copy of the  Overlease has been  delivered to Tenant,  and
Tenant, by its execution hereof, acknowledges receipt of the same; and

          WHEREAS,  Tenant  desires to sublease  from  Landlord a portion of the
Overlease Premises for a term, at a rent, and upon and subject to the covenants,
agreements,   terms,  provisions,   conditions,   limitations,   exceptions  and
reservations herein contained.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements  hereinafter  set forth,  the parties hereto,  for themselves,  their
heirs, executors, legal representatives, successors and assigns, hereby covenant
and agree as follows:


                                   ARTICLE ONE

                              SUBLEASE OF PREMISES

          Section 1.01.  Sublease of Premises.  (a) Landlord hereby subleases to
Tenant,  and Tenant  hereby  subleases  from  Landlord,  upon and subject to the
covenants,  agreements,  terms, provisions and conditions of this Lease, for the
term and at the rent hereinafter  stated, the premises referred to in subsection
(b) below (the "Leased Premises") in the Building.

                  (b) The  Leased  Premises  shall be the  portion of the second
floor substantially as shown hatched on the floor plan annexed hereto as Exhibit
A.  The  parties  agree  that  the  rentable  area  of the  Leased  Premises  is
approximately  2,386 square  feet.  In the case of any  discrepancy  between the
floor plan  annexed as Exhibit A and the actual  space  occupied by Tenant,  the
latter shall be controlling.

                  (c) This Lease  includes the right of Tenant to use the Common
Building  Facilities  (as  defined  below) in common  with other  tenants in the
Building.  The term "Common  Building  Facilities"  shall mean all of the common
facilities  in the Building  designed and intended for use by all tenants in the
Building in common with Landlord and each other, including, but not limited to,

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hallways,  elevators,  fire stairs,  restrooms,  service areas,  lobbies and all
other common areas of the Building intended for such use. Floors wholly occupied
by Tenant shall not have any facilities which shall be used in common with other
tenants  except for fire stairs,  elevators and any other  facilities  servicing
other areas or leased premises which require access thereto.


                                   ARTICLE TWO

                                      TERM

          Section 2.01. Term. This Lease is effective as of the date hereof. The
term of this Lease shall commence on the date hereof (the  "Commencement  Date")
and shall  terminate  on December  30, 2009 (the  "Expiration  Date") or on such
earlier  date on which the term may  expire  or be  terminated  pursuant  to the
provisions of the Overlease, this Lease or pursuant to law.

          Section 2.02. Effect of Termination. In the event that Landlord elects
to terminate the Overlease pursuant to Section 1.07 thereof, Tenant shall not be
required to pay any of the penalty described in said Section 1.07.


                                  ARTICLE THREE

                   CONDITION OF LEASED PREMISES AND OVERLEASE

          Section 3.01.  Condition of Leased Premises.  Tenant acknowledges that
it is fully familiar with the condition of the Building and Leased  Premises and
the  quantity,  quality,  character  and nature of all services  supplied by the
owner of the Building;  and Tenant accepts  possession of the Leased Premises in
their current "as is"  condition;  and Tenant agrees that Landlord  shall not be
required  to perform any work or furnish any  materials  to further  prepare the
Leased Premises for Tenant's occupancy, except as set forth in Exhibit B. Tenant
further acknowledges that neither Landlord nor any officer, employee or agent of
Landlord has made any representation or warranty as to the Leased Premises,  the
rentable area thereof or the suitability thereof for Tenant.

          Section 3.02. Overlease.  (a) Tenant acknowledges and agrees that this
Lease and the estate hereby  granted are subject and  subordinate  to all of the
terms,  covenants,  provisions,  conditions  and  agreements  contained  in  the
Overlease, and to all leases,  mortgages,  encumbrances and other agreements and
matters  to which the  Overlease  is now or may  hereafter  become  subject  and
subordinate,  as any of the foregoing  may be amended or modified  provided such
amendments or  modifications do not adversely affect Tenant's rights or increase
Tenant's   obligations   under  this  Lease.   The  foregoing  clause  shall  be
self-operative  and no further  instrument of  subordination  shall be required.
Tenant shall,  however,  execute any certificates  confirming such subordination
which Landlord may request within ten (10) days after receipt of such request.

          (b) Tenant  covenants  and agrees (i) to perform and to observe all of
the terms,  covenants,  provisions,  conditions  and agreements of the Overlease
(including any and all rules and regulations  which shall be in effect from time
to time during the term of this Lease  pursuant to the  Overlease) on Landlord's
part (as tenant under the Overlease) to be performed and observed to the

                                        2

<PAGE>
extent the same apply to the Leased  Premises;  (ii) that  Tenant will not do or
cause to be done or suffer or permit any act or thing to be done which  would or
might cause the  Overlease or the rights of Landlord as tenant  thereunder to be
cancelled,  terminated or forfeited or which would make Landlord  liable for any
increase of the additional  rent payable by Landlord,  unless Tenant  reimburses
Landlord for any such  additional  rent increases as provided in this Lease,  or
for any damages,  claims or penalties;  and (iii) to indemnify and hold harmless
Landlord of, from and against any and all liabilities,  losses,  damages, suits,
penalties, claims and demands of every kind or nature (including,  without being
limited to, reasonable  attorneys' fees and expenses of defense and of enforcing
this  indemnity)  by reason of Tenant's  failure to comply with the foregoing or
arising  from the use,  occupancy  or manner of use or  occupancy  of the Leased
Premises  or of any  business  conducted  therein,  or from  any  work or  thing
whatsoever  done or any  conditions  created by or any other act or  omission of
Tenant,  its assignees or subtenants,  or their  respective  employees,  agents,
servants,  contractors,  invitees, visitors or licensees, in or about the Leased
Premises or any other part of the Building.

          (c) Upon the expiration or  termination  of the Overlease  pursuant to
the terms and provisions  thereof or otherwise,  this Lease shall  automatically
expire and  terminate;  provided,  however,  that the  liability  of Landlord to
Tenant for termination  caused by Landlord's  default or the liability of Tenant
to Landlord for termination  caused by Tenant's  default shall not be discharged
by reason of such termination. Landlord represents that the Overlease is in full
force and effect and that, to the best of Landlord's knowledge,  Landlord is not
in default  with  respect  to any  material  obligation  of  Landlord  under the
Overlease.  Except as otherwise provided in this Lease or as provided in Section
1.07 of the Overlease,  Landlord  agrees that it will not agree to a termination
of the Overlease unless in connection  therewith the  Overlandlord  accepts this
Lease as a direct lease between Overlandlord and Tenant. Tenant agrees to attorn
to Overlandlord in connection with any  termination,  cancellation,  re-entry or
dispossess by Overlandlord or successor to Overlandlord,  as provided in Section
27.04 of the Overlease.

          (d)  Wherever  in this Lease the  consent or  approval  of Landlord is
required  for any act or thing and the consent or approval  of  Overlandlord  is
required  under the Overlease for the same act or thing,  Landlord's  refusal to
give such  consent  or  approval  shall be deemed  reasonable  if,  inter  alia,
Overlandlord shall have refused to give such consent or approval. If Landlord is
willing  to  give  such  consent  or  approval,  Landlord  agrees  to  cooperate
reasonably  with  Tenant in  endeavoring  to obtain  Overlandlord's  consent  or
approval  and Tenant  agrees that (i) Tenant  shall  reimburse  Landlord for any
out-of-pocket costs incurred by Landlord in connection with seeking such consent
or  approval,  (ii)  Landlord  shall not be  required  to make any  payments  to
Overlandlord  or to enter into any agreements or to modify the Overlease or this
Lease in order to obtain any such consent or approval and (iii) if Tenant agrees
or is otherwise  obligated to make any payments to Landlord or  Overlandlord  in
connection  with such  request for such  consent or  approval,  Tenant will make
arrangements  for such  payments  which are  satisfactory  to Landlord.  Nothing
contained in the preceding  sentence shall be deemed to require Landlord to give
any consent or approval because Overlandlord has given such consent or approval.
Wherever in this Lease  Landlord is granted the right to  prescribe,  approve or
require certain standards or performance by Tenant,  Overlandlord  shall also be
deemed to have such right. All plans, working drawings, specifications and other
information  which  Tenant is  required to submit to  Overlandlord  must also be
submitted to Landlord.

          (e)  This  Section  3.02  shall  survive  the   expiration  or  sooner
termination of this Lease.

                                        3

<PAGE>

                                  ARTICLE FOUR

                                     RENTAL

          Section 4.01.  Annual Rental.  (a) (i) Tenant shall pay to Landlord as
rent,  at  Landlord's  address  noted in the first  paragraph  of this  Lease or
elsewhere and/or to Landlord's agent as directed from time to time by Landlord's
written  notice to Tenant,  a base rental (the  "Annual  Rental") for the Leased
Premises, as follows:

          (A) One Hundred Thousand Two Hundred Twelve Dollars  ($100,212.00) per
annum, for the period commencing on the Commencement Date and ending on the last
day of the month preceding the month in which the third (3rd) anniversary of the
Commencement Date occurs;

          (B) One Hundred Four Thousand Nine Hundred  Eighty Four  ($104,984.00)
per annum, for the period  commencing on the first day of the month in which the
third (3rd)  anniversary of the Commencement  Date occurs and ending on the last
day of the month  preceding the month in which the seventh (7th)  anniversary of
the Commencement Date occurs; and

          (C)  One  Hundred  Nine   Thousand   Seven   Hundred   Fifty   Dollars
($109,756.00) per annum, for the period commencing on the first day of the month
in which the  seventh  (7th)  anniversary  of the  Commencement  Date occurs and
ending on the Expiration Date.

The Annual Rental shall be payable in twelve (12) equal monthly installments, in
advance,  on the first day of each and every month of the term of this Lease.  A
prorated monthly  installment shall be paid if the term of this Lease terminates
on a day other than the last day of a month.

          (ii) Notwithstanding  anything to the contrary contained herein Tenant
shall pay no rent,  except the Estimated  Electricity  Charge (as defined in the
Overlease) or the Electricity  Charge (as defined  herein),  as the case may be,
during the period  commencing  on the  Commencement  Date and ending on the date
which is five (5) months after the Commencement Date (the "Free Rent Period").

          (b)  Tenant  shall  also pay to  Landlord  (or as  otherwise  directed
pursuant to subsection (a) above) Tenant  Surcharges (as defined in subparagraph
(d) hereof) and Tenant's  Estimated Share of the Electricity  Charge (as defined
in  Section  24.03(a)  of  the  Overlease).  "Tenant's  Estimated  Share  of the
Electricity  Charge"  shall mean a  percentage,  to be determined by the parties
subsequent to the date hereof based on an  electrical  survey to be performed by
Cushman  and  Wakefield.  The  parties  agree to amend this Lease to reflect the
calculation of the Tenant's  Estimated Share of the  Electricity  Charge for the
second  floor,  within  thirty (30) days of a request by either party to execute
such an  amendment.  Tenant  shall also pay to Landlord  Tenant's  Proportionate
Share (as defined in subsection (c) hereof) of (i) Tenant's  Proportionate Share
(Operating  Expenses) (as defined in Section 26.01(c) of the Overlease) and (ii)


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Tenant's  Proportionate Share (Real EstateTaxes) (as defined in Section 26.01(c)
of the Overlease),  provided that for purposes of this  subparagraph (b) only as
it relates to Tenant,  (I) for purposes of  calculating  Tenant's  Proportionate
Share  (Operating  Expenses) (as defined in Section  26.01(c) of the Overlease),
the Base  Year  Operating  Expenses  (as  defined  in  Section  26.01(e)  of the
Overlease)  shall mean the  Operating  Expenses  for the  Operation  Year ending
December 31, 2000, and (II) for purposes of calculating  Tenant's  Proportionate
Share (Real  Estate  Taxes) (as defined in Section  26.01(c) of the  Overlease),
Real Estate Tax Base (as defined in Section  26.01(g)  of the  Overlease)  shall
mean the sum of one- half the Real Estate  Taxes for the Tax Year ending on June
30, 2000 plus  one-half of the Real Estate Taxes for the Tax Year ending on June
30,  2001.  (Tenant  Surcharges,  Tenant's  Estimated  Share of the  Electricity
Charge,  Tenant's Proportionate Share of Tenant's Proportionate Share (Operating
Expenses)  and  Tenant's   Proportionate   Share  (Real  Estate  Taxes),   where
applicable,  are hereinafter  referred to collectively as "Additional  Rental").
The Annual Rental and Additional  Rental shall be promptly paid when due without
notice or demand and without  abatement,  deduction or setoff,  except as may be
expressly  provided in this Lease.  Except where a specified  period is provided
herein,  all Additional Rental shall be due within thirty (30) days after Tenant
is billed therefor.  The Annual Rental and Additional  Rental shall be paid by a
good and  sufficient  check,  subject to  collection,  drawn on a bank having an
office in New York City. In the event Landlord  shall receive from  Overlandlord
any refund of any amounts for which Tenant shall have paid Additional  Rental to
Landlord under the provisions of this  subparagraph  (b),  Landlord shall retain
out of such  refund the costs and  expenses  incurred  by  Landlord,  if any, of
obtaining such refund and shall then pay to Tenant's  Proportionate Share of the
remainder  of  such  refund.  In  the  event  any  controversy  is  referred  to
arbitration  pursuant to the terms of the Overlease,  the determination  thereof
shall bind Landlord and Tenant.

          (c)  "Tenant's   Proportionate  Share"  shall  be  that  fraction  the
numerator  of which shall be the  rentable  area of the Leased  Premises and the
denominator of which shall be the rentable area of the Overlease Premises as the
same may be  modified  from time to time.  For  purposes of  computing  Tenant's
Proportionate  Share,  it is agreed that on the date hereof the rentable area of
the Leased  Premises is 2,386 square feet and the rentable area of the Overlease
Premises  is  15,296  square  feet,  and  expressed  as a  percentage,  Tenant's
Proportionate Share is 15.5988%.

          (d)  "Tenant  Surcharges"  shall  mean any and all  amounts  which may
become due and payable by Landlord to Overlandlord  pursuant to the Overlease or
otherwise  or to any other party or parties  which would not have become due and
payable  but  for  the  acts or  failure  to act of  Tenant  under  this  Lease,
including, but not limited to: (i) any increases in Overlandlord's or Landlord's
fire,  rent or other  insurance  premiums  resulting from any act or omission of
Tenant, (ii) any additional charges to Landlord on account of Tenant's extra use
of heating,  ventilation,  air conditioning or cleaning  services as provided in
Section  17.03 of the  Overlease,  (iii) any  additional  charges to Landlord on
account of  Tenant's  use of water in excess of normal  usage,  as  provided  in
Section 24.07 of the  Overlease,  (iv) any increases in the  Electricity  Charge
pursuant to Section 24.03 of the Overlease, and (v) any interest,  penalties, or
other  charges  incurred  by  Landlord  or  Overlandlord  on account of Tenant's
failure to perform, delay in performance, or other default hereunder;  provided,
however,  that should any of the after hours  services  set forth in clause (ii)
hereinabove be requested by both Landlord and Tenant for any weekend, evening or
holiday,  Tenant shall only pay Tenant's  Proportionate  Share of the charges to
Landlord by Overlandlord in respect of such after hours service.


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<PAGE>

          (e) No payment by Tenant or receipt or  acceptance  by  Landlord  of a
lesser  amount than the correct  Annual  Rental or  Additional  Rental  shall be
deemed to be other  than a payment  on  account,  nor shall any  endorsement  or
statement on any check or any letter accompanying any check or payment be deemed
an accord  and  satisfaction,  and  Landlord  may  accept  such check or payment
without  prejudice to Landlord's  right to recover the balance due or pursue any
other remedy in this Lease or at law provided.

          (f) Additional Rental shall be deemed to be additional rent.  Tenant's
failure to pay  Additional  Rental shall be considered a failure to pay rent and
Landlord shall be entitled to all rights and remedies  provided herein or by law
in connection therewith.

          (g) If any of the Annual Rental or Additional Rental payable under the
terms and provisions of this Lease shall be or become uncollectible,  reduced or
required  to be  refunded  because of any act or law  enacted by a  governmental
authority,  Tenant shall enter into such  agreement(s) and take such other steps
(without additional expense to Tenant) as Landlord may reasonably request and as
may be legally permissible to permit Landlord to collect the maximum rents which
from time to time during the  continuance of such legal rent  restriction may be
legally  permissible (and not in excess of the amounts  reserved  therefor under
this Lease). Upon the termination of such legal rent restriction, (a) the Annual
Rental  and/or  Additional  Rental  shall  become and  thereafter  be payable in
accordance  with the  amounts  reserved  herein for the periods  following  such
termination and (b) Tenant shall pay to Landlord  promptly upon being billed, to
the maximum extent legally permissible, an amount equal to (i) the Annual Rental
and/or  Additional  Rental which would have been paid pursuant to this Lease but
for such legal rent restriction less (ii) the amounts in respect thereof paid by
Tenant during the period such legal rent restriction was in effect.

          Section 4.02. Late Payment. In addition to any other remedies Landlord
may have under this Lease,  and without  reducing or adversely  affecting any of
Landlord's  rights and  remedies  under  Section  13.02,  if any Annual  Rent or
Additional Rental payable under this Lease by Tenant to Landlord are not paid on
or before the fifth day of the month during which the same is due,  Tenant shall
pay Landlord as an additional  rent, on or before the first day of the following
month,  6(cent)  for each  dollar  so  overdue  in order  to  defray  Landlord's
administrative and other costs in connection with such late payment.


                                  ARTICLE FIVE

                                    SERVICES

          Section   5.01.    Services   to   Be   Performed   by   Overlandlord.
Notwithstanding  anything  to the  contrary  contained  in  this  Lease,  Tenant
understands and agrees that all improvements,  services, repairs,  restorations,
equipment  and access which are required to be provided and made for the benefit
of the Leased  Premises in  accordance  with the  provisions  of the  Overlease,
including,  without limiting the foregoing,  those set forth in Articles 5 and 6
and Section 8.01 thereof and in Schedule C thereto,  will,  in fact, be provided
by Overlandlord,  and Landlord shall have no obligation  during the term of this
Lease  to  provide  any  such  improvements,  services,  repairs,  restorations,
equipment  or  access.  Tenant  agrees to look  solely to  Overlandlord  for the
furnishing of such improvements,  services, repairs, restorations, equipment and


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<PAGE>
access.  Landlord shall in no event beliable to Tenant nor shall the obligations
of Tenant  hereunder be impaired or the  performance  thereof excused because of
any failure or delay on  Overlandlord's  part in furnishing  such  improvements,
services,  repairs,  restorations,  equipment or access.  If Overlandlord  shall
default  in any of its  obligations  to  Landlord  with  respect  to the  Leased
Premises,  Tenant  shall  be  entitled  to  participate  with  Landlord  in  the
performance of Landlord's rights against  Overlandlord,  but Landlord shall have
no obligations to bring any action or proceeding or to take any steps to enforce
Landlord's rights against  Overlandlord.  If, after written request from Tenant,
Landlord shall fail or refuse to take appropriate  action for the enforcement of
Landlord's  rights  against  Overlandlord  with  respect to the Leased  Premises
within a  reasonable  period of time  considering  the nature of  Overlandlord's
default,  Tenant shall have the right to take such action in its own name and at
its own expense and, for that purpose and only to such extent, all of the rights
of Landlord under the Overlease hereby are conferred upon and assigned to Tenant
and Tenant hereby is subrogated to such rights to the extent that the same shall
apply  to the  Leased  Premises.  If any such  action  against  Overlandlord  in
Tenant's name shall be barred by reason of lack of privity,  nonassignability or
otherwise,  Tenant may take such action in Landlord's  name provided that Tenant
has obtained the prior written  consent of Landlord  (which consent shall not be
unreasonably  withheld or  delayed),  and further  provided,  and Tenant  hereby
agrees,  that Tenant shall indemnify and hold Landlord harmless from and against
all  liability,   loss,  damage  or  expense  (including,   without  limitation,
reasonable  attorneys' fees),  which Landlord shall suffer or incur by reason of
such action.

          Section 5.02.  Heating,  Ventilating  and Air  Conditioning.  Landlord
shall,  upon  reasonable  advance notice from Tenant,  request  Overlandlord  to
furnish  Tenant HVAC  services at any time or times other than the regular hours
specified in Section 17.01 of the Overlease,  with the cost of any such overtime
service to be paid by Tenant to Landlord as provided in Section 4.01(d) hereof.

          Section 5.03.  Tenant's Security.  Tenant, at its expense and with the
prior written approval of Overlandlord and Landlord, which approval shall not be
unreasonably  withheld,  may  install  safety and  security  systems or devices,
including, without limitation, smoke detectors,  electronic security devices and
auxiliary emergency electric power supplies, as Tenant may deem appropriate;  it
being  understood that nothing  contained herein is intended to nor shall impose
any liability or responsibility upon Overlandlord or Landlord in connection with
any security or security measures for or of Tenant. Tenant shall have the right,
at Tenant's  expense,  by installation of a key system or otherwise,  to control
access of all elevators to floors wholly  occupied by Tenant,  if any;  provided
that (i)  Tenant's use of such system  shall  comply with all  applicable  laws,
rules and  regulations  and not  interfere  with  Landlord's  or  Overlandlord's
obligations to provide  services or perform any work under the  Overlease,  this
Lease or any other lease or agreement  affecting  the  Building;  (ii)  Landlord
shall have access to the Leased Premises in emergencies;  and (iii) Tenant shall
provide Landlord with duplicate keys to elevators and/or the Leased Premises, as
applicable.

          Section 5.04.  Window  Cleaning.  Tenant shall not clean, nor require,
permit,  suffer or allow any windows in the Leased Premises to be cleaned,  from
the  outside  in  violation  of  Section  202 of the  Labor  Law,  or any  other
applicable law.

          Section 5.05.  Insurance.  (a) Tenant shall not violate, or permit the
violation of, any condition imposed by any standard insurance policy then issued
in respect of the  Building  and/or the  property  therein  and shall not do, or
permit anything to be done, or keep or permit anything to be kept in the Leased

                                        7

<PAGE>

Premises  which  would  subject  the  Overlandlord,  Landlord  or  any  Superior
Mortgagee to any  liability or  responsibility  for personal  injury or death or
property  damage,  or which would  increase any insurance rate in respect of the
Building or the property  therein over the rate which would otherwise then be in
effect or which would result in insurance companies of good standing refusing to
insure the Building or the property therein in amounts  reasonably  satisfactory
to Landlord,  or which would result in the  cancellation  of or the assertion of
any  defense  by the  insurer in whole or in part to claims  under any  standard
policy of insurance in respect of the Building or the property therein.

          (b) Landlord and Tenant shall each secure an appropriate clause in, or
an  endorsement  upon,  each  insurance  policy  obtained by it and  covering or
applicable  to the  Leased  Premises  or the  personal  property,  fixtures  and
equipment  located therein or thereon,  pursuant to which the insurance  company
waives  subrogation  or permits the insured,  prior to any loss, to agree with a
third party to waive any claim it might have  against  said third party  without
invalidating the coverage under the insurance policy.  The waiver of subrogation
or permission for waiver of any claim shall extend to Landlord or Tenant, as the
case may be, and its agents and employees and each  Superior  Mortgagee.  Tenant
hereby  releases  Landlord and its agents and employees and Superior  Mortgagee,
and Landlord hereby releases Tenant and its agents and employees,  in respect of
any claim  (including  a claim for  negligence)  which it might  otherwise  have
against the other for loss,  damage or  destruction  with respect to the other's
property by fire or other casualty (including rental value or business interest,
as the case may be) occurring during the term of this Lease and normally covered
under a fire  insurance  policy with extended  coverage  endorsement in the form
normally used in respect of similar property in New York County.

          (c) If,  by  reason  of any  failure  of  Tenant  to  comply  with the
provisions of subsection (b) above, the premiums on Overlandlord's or Landlord's
insurance on the Building  and/or  equipment  therein  shall be higher than they
otherwise would be, Tenant shall reimburse Landlord, on demand, for that part of
such premiums  attributable to such failure on the part of Tenant. A schedule or
"make up" of rates for the Building or the Leased Premises,  as the case may be,
issued by the New York Fire Insurance Rating  organization or other similar body
making rates for insurance for the Building or the Leased Premises,  as the case
may be,  shall be  conclusive  evidence of the facts  therein  stated and of the
several items and charges in the insurance rate then  applicable to the Building
or the Leased Premises, as the case may be.

          (d) Tenant covenants,  at its expense,  to provide prior to entry upon
the  Premises  and to keep in force and effect  during  the  demised  term:  (1)
comprehensive  general liability  insurance with respect to the Premises and its
appurtenances  on an  occurrence  basis  against  claims for  bodily  injury and
property  damage with minimum limits of liability in amount of THREE MILLION and
00/100  DOLLARS  ($3,000,000.00)  combined  single  limit for bodily  injury and
property   damage   (including   coverage   for  all   operations   of   Tenant,
products/completed  operations,  independent  contractors,  broad form  property
damage,  personal injury liability and contractual  liability coverage);  (2) if
the nature of Tenant's  business is such as to place all or any of its employees
under  worker's  compensation  or similar  statutes,  workers'  compensation  or
similar insurance affording statutory coverage and containing  statutory limits;
and (3) all-risk  property  damage  insurance on,  including  theft or attempted
theft of, Tenant's personal property, including improvements and betterments for
which  Tenant is  responsible  under  this  Lease.  Tenant  agrees to deliver to
Landlord,  at least  thirty (30) days prior to the time such  insurance is first


                                        8

<PAGE>

required to be carried by Tenant, and thereafter at lease thirty (30) days prior
to the expiration of any such policy, either an original policy or a certificate
of insurance  procured by Tenant in compliance with its  obligations  hereunder,
together with evidence of payment  therefor and including an  endorsement  which
states that such  insurance  may not be cancelled  except upon thirty (30) days'
written  notice  to  Landlord  and  any   designee(s)   of  Landlord.   Workers'
compensation  insurance provided for in this Section may be procured by Tenant's
contractors.

          (e)  Landlord  may from time to time  require  that the  amount of the
insurance to be maintained by Tenant under subsection (d)(2) above be increased,
so that the amount thereof reasonably protects Landlord's interest.


                                   ARTICLE SIX

                                   ELECTRICITY

          Section 6.01. Risers and Feeders. Subject to the provisions of Section
24.05 of the  Overlease,  Landlord  shall  request  Overlandlord  to install any
feeders or risers  required  to supply any  additional  electrical  requirements
which  Tenant may have  during the Term of this Lease,  and all other  equipment
proper  and  necessary  in  connection   with  such  feeders  or  risers.   Such
installation shall be at the sole cost and expense of Tenant,  provided that, in
Overlandlord's  and Landlord's  reasonable  judgment,  such additional  feeders,
risers or equipment are necessary and are permissible  under applicable laws and
insurance regulations and the installation of such feeders,  risers or equipment
will not cause permanent damage or injury to the Building or the Leased Premises
or cause or create a dangerous  or hazardous  condition  or entail  excessive or
unreasonable alterations or interfere with or disturb other tenants or occupants
of the Building.  Tenant  covenants  that at no time shall the use of electrical
energy in the Leased  Premises  exceed the capacity of the  existing  feeders or
wiring  installations then serving the Leased Premises.  In order to insure that
such  capacity is not exceeded  and to avert  possible  adverse  effect upon the
Building's  electric  service,  Tenant shall not,  without the prior  consent of
Landlord and Overlandlord in each instance, connect any fixtures,  appliances or
equipment to the Building's electric  distribution system or make any alteration
or addition to the electric  system of the Premises  existing on the date hereof
other than desktop personal  computers,  typewriters,  lamps,  desk calculators,
photocopier   and  similar  small  office   appliances.   Should   Landlord  and
Overlandlord  grant  such  consent,  any  additional  risers or other  equipment
required  therefor  shall be provided in  accordance  with,  and subject to, the
provisions  of the  Overlease  and the cost  thereof  shall be paid by Tenant to
Landlord (or, at Landlord's direction, directly to Overlandlord) within ten (10)
Business Days after a bill therefor has been rendered to Tenant.

          Section 6.02.  Increase and Decrease of the  Electricity  Charge.  Any
increase or decrease in the  Electricity  Charge  pursuant to the  provisions of
Sections  24.03(b) and 24.03(c) of the Overlease  shall be (i) solely paid by or
credited  to, as the case may be,  Tenant with  respect to any such  increase or
decrease insofar as it relates to the mezzanine and (ii) paid by or credited to,
as the case may be, each of Landlord  and Tenant  based on an estimate of actual
electricity use in accordance with the provisions of 4.01(b) hereof with respect
to any such increase or decrease  insofar as it relates to the second floor. Any
increase  in  Tenant's  Estimated  Share  of the  Electricity  Charge  due to an
increase  in the  Electricity  Charge  pursuant  to the  provisions  of Sections


                                        9

<PAGE>

24.03(b)  and  24.03(c)  of the  Overlease  with  respect to the period from the
effective  date of such  increase  to the  last day of the  month in which  such
increase shall be fixed by agreement or determination shall be payable by Tenant
upon demand of Landlord.  Any decrease in the Electricity Charge pursuant to the
provisions of Sections  24.03(b) and 24.03(c) of the  Overlease  with respect to
the period from the effective date of such decrease to the last day of the month
in which such  decrease  shall be fixed by agreement or  determination  shall be
credited to Tenant  against the next  monthly  installments  of the  Electricity
Charge (unless there are not enough of such installments  remaining for any such
credit to be fully  applied,  in which event the  portion of such  credit  which
could not be applied to the remaining  installments  of the Annual Rental or the
total amount of such credit if such agreement or determination be made after the
expiration  of the Term of this Lease  shall be payable  by  Landlord  to Tenant
within  fifteen  (15) days next  following  such  agreement  or  determination).
Subject to the first sentence of this Section 6.02, the monthly  installments of
the  Electricity  Charge  payable after the date upon which any such increase or
decrease is so fixed shall be adjusted to reflect  such  increase or decrease in
the Electricity Charge.

          Section 6.03.  Discontinuance.  In the event that Overlandlord elects,
pursuant to Section 24.06 of the Overlease, to discontinue the redistribution or
furnishing of electrical  energy, (a) Landlord agrees to give notice of any such
discontinuance  to  Tenant  within  three  (3)  days of  Landlord's  receipt  of
Overlandlord's notice thereof; (b) Landlord agrees to permit Tenant, at Tenant's
expense,  to  receive  electrical  service  directly  from  the  public  utility
corporation  supplying  electrical  service  to the  Building  and to permit the
existing feeders,  risers,  wiring and other electrical  facilities  serving the
Leased  Premises  to be used by Tenant for such  purpose to the extent  they are
suitable and safely  capable;  (c) to the extent that Landlord is required under
the  terms  of the  Overlease  (including,  without  limitation,  Section  24.06
thereof)  to pay any amount in respect of  Overlandlord's  charges in respect of
such  discontinuance  and the  installation of meters,  additional panel boards,
feeders,  wiring and other  conductors  and  equipment  which may be required to
obtain electric energy  directly from such public utility  company,  such amount
shall be  payable  solely by  Landlord  (and  Tenant  shall not be  required  to
reimburse Landlord for Tenant's  Proportionate Share of such amounts required to
be paid by Landlord); (d) the Tenant's Estimated Share of the Electricity Charge
shall not be payable by Tenant from and after such discontinuance;  and (e) this
Lease shall  remain in full force and effect and such  discontinuance  shall not
constitute an actual or constructive  eviction,  in whole or in part, or entitle
Tenant to any abatement or  diminution  of rent except as expressly  provided in
subsection (d) above, or relieve Tenant from any of its  obligations  under this
Lease or impose any liability upon  Overlandlord,  Landlord or their  respective
agents  by reason of  inconvenience  or  annoyance  to  Tenant,  or injury to or
interruption of Tenant's business, or otherwise.


                                  ARTICLE SEVEN

                                 USE AND ACCESS

          Section 7.01. Use. (a) Tenant, its permitted assignees and subtenants,
shall have the right to use the  Leased  Premises  for  executive,  general  and
administrative  office  purposes  only  and for no  other  purposes  except  the
following uses incidental (and which shall remain incidental) thereto.

          (b) To the extent any  special  uses to which  Tenant  puts the Leased


                                       10

<PAGE>

Premises require a specific Certificate of Occupancy,  or a special entry on the
general  Certificate  of  Occupancy  for the  Building,  Tenant,  as a condition
precedent  to  such  use  and at  Tenant's  sole  cost  and  expense,  shall  be
responsible  for  obtaining the same as well as any other  governmental  permit,
approval or license  required by applicable  law.  Landlord shall cooperate with
Tenant and shall execute all applications,  authorizations and other instruments
reasonably required to enable Tenant to fulfill its responsibilities  under this
subsection,  provided,  however,  the  foregoing  do not impose any  monetary or
personal  obligation  on  Landlord.  Tenant  shall  reimburse  Landlord  for all
reasonable  costs and  expenses  incurred  by Landlord  in  connection  with the
foregoing and shall provide  Landlord with copies of all  applications and other
materials filed by Tenant in connection therewith.

          (c) Tenant shall not use the Premises or any part  thereof,  or permit
the Premises or any part  thereof to be used in any manner  which would  violate
the Certificate of Occupancy for the Building, or for any purpose other than the
use  hereinbefore  specifically  mentioned.  Those  portions,  if  any,  of  the
Premises,  identified  as toilets and utility areas shall be used by Tenant only
for the purposes for which they are designed. Tenant shall not use or permit the
use of the  Premises or any part  thereof in any way which would  violate any of
the covenants,  agreements, terms, provisions and conditions of this Lease or of
the Overlease or for any unlawful  purposes or in any unlawful manner and Tenant
shall not suffer or permit the  Premises  or any part  thereof to be used in any
manner or  anything to be done  therein or  anything to be brought  into or kept
therein  which,  in the judgment of Landlord or  Overlandlord,  shall in any way
impair or tend to impair the character, reputation or appearance of the Building
as a high quality office building, impair or interfere with or tend to impair or
interfere with any of the Building  services or the proper and economic heating,
cleaning,  air  conditioning  or  other  servicing  of the  Building  or  Leased
Premises,  or impair or interfere  with or tend to impair or interfere  with the
use of any of the  other  areas of the  Building  by,  or  occasion  discomfort,
inconvenience  or  annoyance  to, any of the other  tenants or  occupants of the
Building.

          Section  7.02.  Access.  Tenant,  its permitted  subtenants  and their
employees, licensees and guests, shall have access to the Leased Premises at all
times, 24 hours per day, every day of the year.

          Section 7.03.  Use of the Lobby.  As long as the mezzanine is directly
accessed from the lobby,  the lobby of the Building shall not be used to present
public  events or exhibits  without  Tenant's  prior  written  consent not to be
unreasonably withheld or delayed.

          Section 7.04. Building Directory;  Signage. (a) Landlord shall request
that Overlandlord provide to Tenant, at no charge,  Tenant's Proportionate Share
of the  listings on the  Building  Directory  provided  to Landlord  pursuant to
Section 25.07 of the Overlease.

          (b) Subject to the Overlease,  Article Eighteen hereof, and Landlord's
approval not to be unreasonably  withheld or delayed,  Tenant may install a sign
(with Tenant's name and/or logo) on Tenant's door to the Leased  Premises and in
the elevator lobby on the second floor of the Building.

          Section 7.05. Waste Discharge. Tenant shall not discharge or permit to
be discharged  any materials  into waste lines,  vents or flues of the Building,


                                       11

<PAGE>

which may cause damage  thereto.  Thewater  and wash closets and other  plumbing
fixtures in or serving the Leased  Premises  shall not be used for any  purposes
other than those for which they shall have been designed or constructed,  and no
sweepings,  rubbish,  rags, acids or other foreign substances shall be deposited
therein.

          Section  7.06.  Floor  Loads.  Tenant  shall not place a load upon any
floor of the Leased  Premises  exceeding 120 pounds per square foot,  live load,
and such  load  shall  be  placed  by  Tenant,  at  Tenant's  expense,  so as to
distribute  the weight.  Business  machines and  mechanical  equipment  shall be
placed and maintained by Tenant, at Tenant's expense,  in setting  sufficient in
Overlandlord's and Landlord's  judgment to absorb and prevent  vibration,  noise
and annoyance.

          Section 7.07. Prohibited Uses.  Notwithstanding  anything contained in
this Lease to the contrary, Tenant covenants and agrees that Tenant will not use
the Premises or any part thereof,  or permit the Premises or any part thereof to
be used:

                    (i) as a retail stock  brokerage  office or for retail stock
          brokerage purposes,

                   (ii)     as a news and cigar stand, as such,

                  (iii)  as a  restaurant  and/or  bar  and/or  for the  sale of
         confectionery and/or soda and/or beverages and/or sandwiches and/or ice
         cream  and/or  baked  goods  or  for  the  preparation,  dispensing  or
         consumption of food or beverages in any manner whatsoever,

                  (iv)  for  the  business  of   photographic   or   documentary
         reproductions  or  offset  printing  (except  for  photographic  and/or
         documentary  reproductions  and/or offset printing in connection  with,
         directly or indirectly, its own business and/or activities), or

                  (v)  for   any   charitable,   religious,   union   or   other
         not-for-profit or tax exempt purpose (nor shall Tenant or any occupant,
         user or subtenant  be a  charitable,  religious,  union or other others
         not-for-profit  organization  or entity or tax exempt  organization  or
         entity.


                                  ARTICLE EIGHT

                             REPAIRS AND MAINTENANCE

          Section 8.01. Tenant's Obligations.  (a) Tenant shall, at its expense,
throughout the term of this Lease,  take good care of and maintain in good order
and condition the Leased  Premises and the fixtures and  appurtenances  therein.
Tenant  shall  also be  responsible  for  the  reasonable  cost of all  repairs,
interior   and   exterior,   structural   and   non-structural,   ordinary   and
extraordinary, foreseen or unforeseen, in and to the Building and the facilities
and systems  thereof,  the need for which arises out of (i) the  performance  or
existence of Tenant's work, (ii) the installation,  use or operation of Tenant's
property,  (iii) the moving of Tenant's  property  in or out of the  Building or
(iv) the act, omission,  misuse or neglect of Tenant or any of its subtenants or
its or their employees,  agents,  contractors or invitees.  Any repairs in or to
the  Building  and the  facilities  and  systems  thereof  for  which  Tenant is
responsible shall be performed by Landlord at Tenant's expense.

          (b) Upon termination of this Lease, Tenant shall surrender and deliver


                                       12

<PAGE>

up the  Leased  Premises  in the same  condition  in which  they  existed at the
commencement  of this  Lease,  except  for  ordinary  wear  and  tear,  Tenant's
alterations  made  pursuant to Section  11.01  hereof,  repairs and  maintenance
assumed by  Landlord,  damage  arising  from fire or other  casualty  and damage
caused by others for whom Tenant is not responsible.


                                  ARTICLE NINE

                             FIRE AND OTHER CASUALTY

          Section 9.01. Damage or Destruction. (a) If the Leased Premises or any
part  thereof  shall be damaged  by fire or other  casualty,  Tenant  shall give
prompt written notice thereof to Landlord and  Overlandlord and this Lease shall
continue in full force and effect except as hereinafter set forth.

          (b) In the event that the Leased  Premises  or the  Building  shall be
partially or totally damaged by fire or other cause,  the  consequences  thereof
shall be  determined  pursuant to Article 7 of the  Overlease.  Tenant  shall be
entitled to participate  with Landlord in the  enforcement of Landlord's  rights
against  Overlandlord  under said Article 7 in the same manner as is provided in
Section 5.01 hereof. Tenant's right to an apportionment and/or abatement of rent
and to repairs  shall be  dependent  upon whether or not Landlord has a right to
apportionment  and/or  abatement of rents and repairs with respect to the Leased
Premises  under  said  Article  7. No damage,  compensation  or claims  shall be
payable by Landlord for  inconvenience,  loss of business or  annoyance  arising
from any such damage by fire or other cause or by the repair or  restoration  of
any portion of the Leased  Premises or of the Building.  Landlord will not carry
insurance of any kind on Tenant's  personal  property kept at the Premises,  and
Landlord  shall not be  obligated  to repair any damage  thereto or replace  the
same.

          (c) If  Overlandlord  terminates  the  Overlease by written  notice to
Landlord as provided in Section 7.02  thereof,  upon the date  specified in such
notice the term of this Lease shall  expire as fully and  completely  as if such
date were the Expiration  Date, and Tenant shall forthwith  quit,  surrender and
vacate the Leased Premises without prejudice  however,  to Landlord's rights and
remedies  against  Tenant  under the Lease  provisions  in effect  prior to such
termination,  and any Annual Rental or Additional  Rental owing shall be paid up
to such date and any  payments  of Annual  Rental or  Additional  Rental made by
Tenant  which were on account  of any  period  subsequent  to such date shall be
returned  to  Tenant.  In the event  that  Overlandlord  elects to  restore  the
Building,  Tenant shall  cooperate with  Overlandlord's  restoration by removing
from the Leased  Premises as promptly as  reasonably  possible,  all of Tenant's
salvageable  inventory and movable  equipment,  furniture,  and other  property.
Tenant's  liability for Annual Rental or Additional Rental shall resume five (5)
days after the Leased Premises are  substantially  ready for Tenant's  occupancy
and Landlord has given Tenant written notice thereof.

          (d) This Lease shall be considered an express agreement  governing any
case of damage to or  destruction of the Building or any part thereof by fire or
other  casualty,  and Section 227 of the Real  Property  Law of the State of New
York providing for such a contingency in the absence of express  agreement,  and
any  other  law of  like  import  now or  hereafter  in  force,  shall  have  no
application in such case.

                                       13

<PAGE>

          (e) It is agreed that if (i)  reconstruction of the Overlease Premises
is not substantially  complete within six (6) months after a casualty  described
in Section  9.01(b)  hereof and (ii)  Landlord,  pursuant to Section 7.01 of the
Overlease,  elects to terminate  the  Overlease by giving  Overlandlord  written
notice  of such  election  with a copy  thereof  to  Tenant,  this  Lease  shall
terminate as of the date of such election.

          Section  9.02.  Waiver  of  Subrogation  Rights.  Notwithstanding  any
provision of this Lease to the contrary, the parties hereto hereby waive any and
all rights of recovery,  claim,  action or cause of action,  against each other,
their respective agents, officers and employees, for any loss or damage that may
occur to the Leased Premises or the Building and to all property,  whether real,
personal or mixed, located in the Leased Premises or the Building,  by reason of
fire, the elements,  or any other cause normally insured against under the terms
of standard fire and extended coverage insurance policies of the type prescribed
from time to time for use in respect  of the  Building,  regardless  of cause or
origin,  including negligence of the parties hereto, their respective agents and
employees.  Each party agrees to provide the other with  reasonable  evidence of
its insurance carrier's consent to such waiver of subrogation.


                                   ARTICLE TEN

                                    LIABILITY

          Section  10.01.   Indemnification  of  the  Parties.  Subject  to  the
provisions of Section 9.02, Landlord and Tenant each agree to indemnify and save
the other  harmless  from any and all claims  with  respect to bodily  injury or
property  damage,  arising  from  any  breach  or  default  on the  part  of the
indemnifying  party in the  performance of any covenant or agreement on its part
to be  performed  pursuant  to the  terms  of this  Lease  or  arising  from its
negligence or the  negligence  of any of its agents or employees,  including all
costs,  counsel  fees,  expenses and  liabilities  incurred in or about any such
claim. Without limiting the foregoing,  Tenant shall indemnify and hold harmless
Landlord  and all Superior  Mortgagees  and its and their  respective  partners,
directors,  officers,  agents and employees  from and against any and all claims
arising from or in  connection  with (a) the conduct or management of the Leased
Premises or of any business  therein,  or any work or thing  whatsoever done, or
any condition  created (other than by Landlord) in or about the Leased  Premises
during the term of this Lease; (b) any act,  omission or negligence of Tenant or
any  of its  subtenants  or  licensees  or its  or  their  partners,  directors,
officers,  agents,  employees or  contractors;  and (c) any accident,  injury or
damage  whatever  (unless caused by Landlord's  negligence)  occurring in, at or
upon the Leased  Premises;  together  with all costs,  expenses and  liabilities
incurred  in or in  connection  with  each such  claim or  action or  proceeding
brought thereon, including,  without limitation,  reasonable attorneys' fees and
expenses.  In case any action or proceeding is brought  against  Landlord and/or
any Superior Mortgagee and/or its or their partners, directors, officers, agents
and/or employees by reason of any such claim,  the indemnified  party shall give
prompt notice to the indemnifying  party who shall resist and defend such action
or proceeding (by insurance company counsel or, if there is no insurance company
counsel, counsel reasonably satisfactory to the indemnified party).

          Section 10.02.  Landlord's  Liability.  (a) The term "Landlord"  shall
mean only the owner or owners at the time in question of Landlord's  interest in


                                       14

<PAGE>

this Lease,  so that in the event ofany transfer of Landlord's  interest in this
Lease upon notification to Tenant of such transfer, the said transferor landlord
shall be and hereby is  entirely  freed and  relieved  of all future  covenants,
obligations and liabilities of Landlord hereunder;  provided,  however, that any
sums received by such  transferor  landlord which are payable to Tenant shall be
retained by such transferor landlord for payment of any such sums to Tenant, and
provided  further that any other funds in the hands of such transferor  landlord
at the time of such  transfer in which  Tenant has an  interest  shall be turned
over to the new owner and holders of the  Landlord's  interest in this Lease and
any amount then due and payable by Tenant to such transferor landlord,  shall be
so paid, and provided further that upon any such transfer,  the transferee shall
expressly assume in writing,  subject to the limitations of this Section, all of
the terms, covenants and conditions of this Lease to be performed on the part of
landlord hereunder.

          (b) Tenant shall look solely to the Building and Land (or the proceeds
thereof) and, where  expressly  provided in this Lease,  to offsets  against the
rents  payable under this Lease,  for the  satisfaction  of any monetary  claims
hereunder or the  collection of any judgment (or other  judicial  process) based
thereon,  and no other  property  or assets  of  Landlord,  any joint  venturer,
partner, co-owner, officer, director,  shareholder or beneficiary of or with the
Landlord shall be subject to levy, execution or other enforcement  procedure for
the  satisfaction  of such  claim  or  judgment  (or  other  judicial  process);
provided,  however,  that the foregoing shall not limit such rights,  if any, as
Tenant may have to injunctive relief or specific  enforcement of the obligations
of Landlord hereunder.


                                 ARTICLE ELEVEN

                            ALTERATIONS AND FIXTURES

          Section  11.01.  Alterations  by  Tenant.  (a)  Tenant  shall  make no
alterations  in or additions to the Leased  Premises  without the prior  written
consent of Overlandlord and Landlord in each instance.  Landlord agrees that its
consent to such alterations and/or additions shall not be unreasonably  withheld
or delayed provided that Tenant shall have first obtained Overlandlord's consent
in accordance with Article 5 of the Overlease.

Notwithstanding   anything  to  the  contrary   contained  in  this  Lease,  all
alterations and additions which are not customary office installations shall, at
the  request  of  Landlord,  be removed  by Tenant at the  expiration  or sooner
termination of the term of this Lease, and Tenant shall, at Tenant's expense, so
remove said alterations and additions and repair and restore the Leased Premises
to the  conditions  of same  existing  immediately  prior to the  making of such
alterations and additions.

          (b) (i) All  alterations  or  additions  made by Tenant in the  Leased
Premises shall be constructed and completed in a good and workmanlike  manner at
Tenant's  expense by contractors  approved by Landlord,  such approval not to be
unreasonably  withheld or delayed provided that Tenant shall have first obtained
Overlandlord's approval. Tenant shall obtain all necessary governmental permits,
licenses and approvals and shall comply with all applicable  laws. In connection
with any major  alteration,  Tenant shall submit to Landlord and Overlandlord in
advance of any work being performed, complete drawings, plans and specifications
for Landlord's and  Overlandlord's  approval as provided in Section  5.01(e)l of
the Overlease.

                                       15

<PAGE>

          (ii) Upon Landlord's and Overlandlord's approval of Tenant's plans and
specifications,  Tenant shall submit to Landlord and Overlandlord cost estimates
certified by Tenant's  architect for such work for Landlord's and Overlandlord's
review  pursuant  to  the  procedures  set  forth  in  Section  5.01(e)1  of the
Overlease.

          (iii) Upon a request  from  Landlord and  Overlandlord  as provided in
Section  5.01(e)l of the Overlease (and prior to Tenant's  commencing any work),
Tenant shall  deliver to  Overlandlord,  at Tenant's  sole cost and expense,  to
secure the prompt and proper  completion  of Tenant's  work either (i) a payment
and  performance  bond,  issued by a surety  company  acceptable to Landlord and
Overlandlord  in an amount at least equal to the estimated cost of such Tenant's
work, or (ii) at Tenant's  option,  an  irrevocable,  unconditional,  negotiable
letter of  credit,  issued  by and drawn on a bank  which is a member of The New
York  Clearing  House  Association  and otherwise  satisfactory  to Landlord and
Overlandlord and in a form reasonably satisfactory to Overlandlord and Landlord,
in an amount equal to the aggregate of (A) the aforesaid final cost estimate and
(B) ten per cent (10%) of such sum and  otherwise  subject to the  provisions of
Section  5.01(e)l of the  Overlease.  The letter of credit shall be for one year
and shall be  renewed  by Tenant  each and every  year  until  Tenant's  work is
completed and shall be delivered to Overlandlord  not less than 30 days prior to
the expiration of the then current letter of credit. Failure to deliver such new
letter of credit on or before said date shall  entitle  Overlandlord  to present
the then current letter of credit for payment and hold the proceeds  thereof for
application as provided herein. The bank referred to in this subsection shall be
a bank  independent  of  Landlord  and shall be a bank other than Tenant and any
Affiliate of Landlord or Tenant.

          (c) All  improvements  not removable by Tenant in the Leased  Premises
shall  be  fully  paid  for by  Tenant  in cash  and  shall  not be  subject  to
conditional bills of sale, chattel mortgage or other title retention agreements.

          (d) Upon approval of such plans and  specifications,  with any charges
Landlord or  Overlandlord  may  reasonably  require,  the alteration may only be
performed in accordance  with the approved  plans and  specifications  with only
such  changes  thereto,   except   immaterial  field  changes  as  Landlord  and
Overlandlord shall approve. In connection with the performance of any alteration
(whether or not a major alteration) by Tenant: (i) neither Tenant nor its agents
or employees shall interfere with the work being done by Overlandlord,  Landlord
or their agents and employees, (ii) Tenant shall comply with any reasonable work
schedule,  rules and regulations  proposed by Overlandlord,  Landlord,  or their
agents or employees,  (iii) the labor employed by Tenant shall be harmonious and
compatible  with the labor employed by  Overlandlord  in the building,  it being
agreed that if in Landlord's or Overlandlord's  reasonable judgment the labor is
incompatible  Tenant shall  forthwith upon Landlord's or  Overlandlord's  demand
withdraw  such labor from the Leased  Premises,  (iv) Tenant  shall  procure and
deliver to Overlandlord and Landlord  workmen's  compensation  public liability,
property damage and such other insurance  policies,  in such amounts as shall be
reasonably  required by either of them in  connection  with Tenant's  work,  and
shall upon Landlord's or  Overlandlord's  request cause Landlord or Overlandlord
to be named as an  insured  thereunder,  (v)  Tenant  shall  hold  Landlord  and
Overlandlord  harmless  from and against any and all claims  arising  from or in
connection with any act or omission of Tenant or its agent or employees and (vi)
Tenant shall  promptly  pay for  Tenant's  work in full and shall not permit any
lien to attach to the Leased Premises or the Building.


                                       16

<PAGE>

          Section 11.02. Tenant's Property.  (a) Subject to Tenant obtaining any
consent  of  Overlandlord  which may be  required  pursuant  to Article 5 of the
Overlease,  Tenant,  at its  expense,  may,  at any time and from  time to time,
install in and remove from the Leased  Premises its trade  fixtures,  equipment,
partitions,  walls and wall systems,  furniture and  furnishings,  provided such
installation  or removal is accomplished  without  material damage to the Leased
Premises  or the  Building  and Tenant  promptly  repairs any such  damage.  All
fixtures,  equipment,  improvements and appurtenances  attached to or built into
the  Leased  Premises  for and on behalf of  Tenant,  whether at or prior to the
commencement  of this Lease or during the term of this Lease,  not  removable as
aforesaid  shall be deemed the  property of Landlord and shall not be removed by
Tenant, except that (i) at the time of the approval of the alterations, Landlord
may require  Tenant to remove any of such property  which does not  constitute a
customary office  installation upon the expiration or termination of this Lease,
and (ii)  Tenant may alter or remove the same if no longer  useful to Tenant and
in compliance  with Section  11.01 hereof.  Upon removal of any such property by
Tenant pursuant to clause (i) above,  Tenant shall,  at its expense,  repair and
restore the Leased Premises to a reasonable and usable condition.

          (b) Upon the expiration or sooner  termination  of this Lease,  Tenant
shall remove all of Tenant's property  (including any installation or other work
performed by Tenant or on its behalf) not  permanently  affixed to the Building.
Tenant shall quit and surrender the Leased  Premises in "broom clean"  condition
and in good order and repair, except for ordinary wear and tear. If Tenant fails
to remove any of Tenant's  property  (including any  installation  or other work
performed  by Tenant or on its behalf)  that Tenant may or is required to remove
upon the  termination of this Lease,  any such property not so removed shall, at
Landlord's  election,  become  the  property  of  Landlord  and/or be removed by
Landlord at Tenant's expense.


                                 ARTICLE TWELVE

                                  CONDEMNATION

          Section 12.01. Condemnation. In the event that the Demised Premises or
any part  thereof or the  Building  shall be  acquired or  condemned  by eminent
domain for any public or quasi-  public use or  purpose,  whether  partially  or
totally and whether temporarily or permanently,  the consequences  thereof shall
be determined  pursuant to Article 8 of the Overlease.  Tenant shall be entitled
to participate  with Landlord in the  enforcement  of Landlord's  rights against
Overlandlord  under said  Article 8 in the same manner as is provided in Section
5.01 hereof.  Tenant's right to an apportionment of rent and to repairs shall be
dependent upon whether or not Landlord has a right to apportionment of rents and
repairs  with  respect to the Leased  Premises  under said Article 8. No damage,
compensation or claims shall be payable by Landlord for  inconvenience,  loss of
business  or  annoyance  arising  from any such  condemnation  or the  repair or
restoration  of any portion of the Leased  Premises or of the Building  required
thereby.



                                       17

<PAGE>
                                ARTICLE THIRTEEN

                              REMEDIES AND DEFAULTS


          Section 13.01. Bankruptcy.  (a) In the event a petition is filed by or
against  Tenant under the United  States  Bankruptcy  Code,  11 U.S.C.  Sections
101-1330, as amended, or any successor thereto (the "Bankruptcy Code"),  Tenant,
as debtor and debtor-in-possession,  and any trustee who may be appointed, agree
to adequately protect Landlord as follows:  (i) to pay monthly in advance on the
first day of each month as reasonable  compensation for use and occupancy of the
Leased  Premises  an amount  equal to all Annual  Rent and  Additional  Rent due
pursuant  to this Lease;  (ii) to perform  each and every  obligation  of Tenant
under this Lease until such time as this Lease is either  rejected or assumed by
order of a court of competent jurisdiction; (iii) to determine within sixty (60)
days  after the  filing of such  petition  whether  to assume or to reject  this
Lease;  (iv) to give Landlord at least thirty (30) days' prior  written  notice,
unless a shorter  notice  period is agreed to in writing by the parties,  of any
proceeding relating to any assumption of this Lease; (v) to give at least thirty
(30) days' prior  written  notice of any vacation or  abandonment  of the Leased
Premises,  any such  vacation or  abandonment  to be deemed a rejection  of this
Lease; and (vi) to do all other things of benefit to Landlord otherwise required
under the Bankruptcy Code. Tenant shall be deemed to have rejected this Lease in
the event of the failure to comply with any of the above.

          (b) If Tenant or a trustee  elects to reject this Lease  subsequent to
the  filing  of a  petition  under  the  Bankruptcy  Code,  or if this  Lease is
otherwise rejected,  Tenant shall immediately vacate and surrender possession of
the Leased Premises in accordance with Section 8.01(b) hereof.

          (c) If Tenant or a trustee  elects to assume this Lease  subsequent to
the filing of a petition under the  Bankruptcy  Code,  Tenant,  as debtor and as
debtor-in-possession, and any trustee who may be appointed agree as follows: (i)
to cure each and every  existing  breach by Tenant  within not more than  ninety
(90) days after  assumption of this Lease;  (ii) within ninety (90) days of this
Lease to compensate  Landlord for any actual  pecuniary  loss resulting from any
existing breach,  including,  without limitation,  Landlord's  reasonable costs,
expenses and attorneys' fees incurred as a result of such breach,  as determined
by a court of competent jurisdiction;  (iii) in the event of an existing breach,
to provide adequate assurance of Tenant's future performance, including, without
limitation,  (A) the deposit of a sum equal to three (3) months' installments of
Annual Rent to be held to secure Tenant's  obligations  under the Lease, (B) the
production  to Landlord of written  documentation  establishing  that Tenant has
sufficient  present and anticipated  financial ability to perform each and every
obligation of Tenant under this Lease,  and (C) such additional  assurances,  in
form reasonably  acceptable to Landlord, as may be required under any applicable
provision  of the  Bankruptcy  Code;  (iv) the  assumption  will not  breach any
provision  of this  Lease;  (v) the  assumption  will be  subject  to all of the
provisions  of this  Lease  unless the prior  written  consent  of  Landlord  is
obtained; and (vi) to obtain the prior written consent of any Superior Mortgagee
to which this Lease has been assigned as collateral security to such assumption.

          (d) If Tenant  assumes  this  Lease and  proposes  to assign  the same
pursuant to the  provisions of the  Bankruptcy  Code to any person or entity who
shall have made a bona fide offer to accept an assignment of this Lease on terms
acceptable to Tenant,  then notices of such proposed  assignment,  setting forth
(i) the name and address of such person,  (ii) all the terms and  conditions  of
such offer, and (iii) the adequate  assurances to be provided Landlord to assure
such person's future  performance under the Lease, shall be given to Landlord by
Tenant no later than twenty (20) days after receipt by Tenant,  but in any event
no later than ten (10) days prior to the date that Tenant shall make application
to a court of competent  jurisdiction  for  authority and approval to enter into
such  assignment and  assumption,  and Landlord  shall  thereupon have the prior


                                       18

<PAGE>

right and option,  to beexercised by notice to Tenant given at any time prior to
the effective date of such proposed assignment,  to accept an assignment of this
Lease upon the same terms and conditions for the same consideration,  if any, as
the bona fide offer made by such person,  less any brokerage  commissions  which
may be  payable  out of the  consideration  to be paid by  such  person  for the
assignment  of this Lease.  The adequate  assurance  to be provided  Landlord to
assure the assignee's  future  performance under the Lease shall include without
limitation:  (A) the deposit of a sum equal to three (3) months' installments of
the Annual Rental to be held to secure  Tenant's  obligations  under this Lease,
(B) a written demonstration that the assignee meets all reasonable financial and
other  criteria  of  Landlord  as did  Tenant  and its  business  at the time of
execution of this Lease,  including the  production  of the most recent  audited
financial statement of the assignee prepared by an independent  certified public
accountant,  (C) use of the  Leased  Premises  in  compliance  with the terms of
Section  7.01 of  this  Lease,  and  (D)  such  additional  assurances,  in form
reasonably  acceptable  to  Landlord,  as  to  all  matters  identified  in  any
applicable provision of the Bankruptcy Code.

          (e) Neither  Tenant nor any trustee who may be  appointed in the event
of the filing of a petition  under the  Bankruptcy  Code shall conduct or permit
the conduct of any "fire," "bankruptcy," "going out of business" or auction sale
in or from the Leased Premises.

          Section 13.02.  Conditions of Limitation.  This Lease and the term and
estate hereby granted are subject to the limitation that:

          (i) in case Tenant  shall make an  assignment  of its property for the
benefit of creditors or shall file a voluntary  petition under any bankruptcy or
insolvency law, or an insolvency petition under any bankruptcy or insolvency law
shall be filed  against  Tenant and such  involuntary  petition is not dismissed
within ninety (90) days after the filing thereof;

          (ii) in case a receiver,  trustee or liquidator shall be appointed for
Tenant or of or for the  property  of  Tenant,  and such  receiver,  trustee  or
liquidator shall not have been discharged  within ninety (90) days from the date
of such appointment;

          (iii) in case Tenant  shall  default in the payment of any Annual Rent
or Additional  Rent or any other charge payable  hereunder by Tenant to Landlord
on any date upon which the same becomes due, and such default shall continue for
five (5) days  after  Landlord  shall  have  given to  Tenant a  written  notice
specifying such default;

          (iv) in case Tenant  shall  default in the due  keeping,  observing or
performance of any covenant,  agreement, term, provision or condition of Article
3 hereof on the part of Tenant to be kept,  observed  or  performed  and if such
default (A) would, if not cured, cause Landlord to be subject to fine,  penalty,
violation,  revocation  or suspension  of the  certificate  of occupancy for the
Building,  or other damages and (B) shall  continue and shall not be remedied by
Tenant within such time as is reasonable to leave  Landlord  sufficient  time to
remedy  should  Tenant fail to do so in the time  allotted  (but in any event no
more than ten (10) days nor less than  forty-eight  (48)  hours  after  Landlord
shall  have  given to Tenant a written  notice  specifying  the same  (otherwise
clause (v) of this Section 13.02 shall apply);

          (v) in case Tenant  shall  default in the due  keeping,  observing  or
performance  of any covenant,  agreement,  term,  provision or condition of this


                                       19

<PAGE>
Lease on the part of Tenant to be kept,  observed  or  performed  (other  than a
default of the  character  referred to in clauses  (iii) or (iv) of this Section
13.02),  and if such default shall  continue and shall not be remedied by Tenant
within  thirty  (30) days  after  Landlord  shall have given to Tenant a written
notice  specifying  the same, or, in the case of such a default which for causes
beyond Tenant's control cannot with due diligence be cured within said period of
thirty  (30) days,  if Tenant (A) shall  not,  promptly  upon the giving of such
notice,  advise  Landlord  in writing of  Tenant's  intention  to take all steps
necessary  to  remedy  such  default  with due  diligence,  (B)  shall  not duly
institute and thereafter  diligently prosecute to completion all steps necessary
to remedy the same,  and (C) shall not remedy the same within a reasonable  time
after the date of the giving of said notice by Landlord;

          (vi) in case any event  shall  occur or any  contingency  shall  arise
whereby this Lease or the estate hereby granted or the unexpired  balance of the
term hereof would, by operation of law or otherwise, devolve upon or pass to any
firm,  association,  corporation,  person or entity other than Tenant  except as
expressly  permitted under Article 16 hereof, or whenever Tenant shall desert or
abandon all or  substantially  all of the Leased Premises for a period of thirty
(30)  consecutive  days or the same shall  become  vacant for a period of thirty
(30)  consecutive  days (whether the keys be  surrendered or not and whether the
rent be paid or not);  or (vii) in case any assignee of Tenant,  which is not an
Affiliate  (as defined  herein) of Tenant,  shall  default in the payment of any
Fixed  Rent or  Additional  Rent  payable  hereunder  more  than  twice,  in the
aggregate,  in any  period  of twelve  (12)  months,  notwithstanding  that such
defaults shall have been cured within the applicable  cure period,  then, in any
of said cases, Landlord may give to Tenant a notice of intention to end the term
of this Lease at the expiration of three (3) days from the date of the giving of
such notice, and, in the event such notice is given, this Lease and the term and
estate hereby granted (whether or not the term shall theretofore have commenced)
shall expire and terminate  upon the expiration of said three days with the same
effect as if that day were the date  hereinbefore  set for the expiration of the
full term of this Lease,  but Tenant shall remain liable for damages as provided
in this Lease or pursuant to law. If the term  "Tenant",  as used in this Lease,
refers to more than one  person,  then as used in  clauses  (i) and (ii) of this
Section 13.02,  said term shall be deemed to include all such persons or any one
of them, if any of the obligations of Tenant under this lease is guaranteed, the
term  "Tenant",  as used in said  clauses,  shall be deemed to include  also the
guarantor or, if there be more than one Guarantor,  all or any one of them; and,
if this  Lease  shall have been  assigned,  the term  "Tenant",  as used in said
clauses,  shall be deemed to include the  assignee and the assignor or either of
them under any such  assignment  unless  Landlord shall, in connection with such
assignment, release the assignor from any further liability under this Lease, in
which event the term  "Tenant",  as used in said clauses,  shall not include the
assignor so released.


                                       20

<PAGE>

          Section 13.03. Re-entry. (a) If Tenant shall default in the payment of
any Annual Rental or Additional  Rental,  and such default shall continue beyond
any  applicable  grace or cure  period for same,  if any, or if this Lease shall
terminate  as  provided in Section  13.02,  Landlord  or  Landlord's  agents and
employees  may  immediately  or at  any  time  thereafter  re-enter  the  Leased
Premises,  or any part thereof,  either by summary dispossess  proceedings or by
any suitable action or proceeding at law, or otherwise,  without being liable to
indictment, prosecution or damages therefor, and may repossess the same, and may
remove any person  therefrom,  to the end that Landlord may have, hold and enjoy
the Leased Premises.  The word "re-enter," as used herein,  is not restricted to
its technical legal meaning. If this Lease is terminated under the provisions of
Section  13.02,  or if Landlord  shall  re-enter the Leased  Premises  under the
provisions of this Section, or in the event of the termination of this Lease, or
of re-entry, by or under any summary dispossess or other proceeding or action or
any  provision  of law by reason of  default  hereunder  on the part of  Tenant,
Tenant shall  thereupon pay to Landlord the Annual Rental and Additional  Rental
payable up to the time of such termination of this Lease, or of such recovery of
possession  of the Leased  Premises by  Landlord,  as the case may be, and shall
also pay to Landlord damages as provided in Section 13.04.

                  (b) In the event of a breach or threatened breach by Tenant of
any of its obligations  under this Lease,  Landlord shall also have the right of
injunction.  The special  remedies to which  Landlord may resort  hereunder  are
cumulative  and are not intended to be exclusive of any other  remedies to which
Landlord may lawfully be entitled at any time and Landlord may invoke any remedy
allowed  at law or in equity  as if  specific  remedies  were not  provided  for
herein.

                  (c) If this Lease  shall  terminate  under the  provisions  of
Section  13.02,  or if Landlord  shall  re-enter the Leased  Premises  under the
provisions of this Section  13.03,  or in the event of the  termination  of this
Lease, or of re-entry, by or under any summary dispossess or other proceeding or
action or any  provision  of law by reason of default  hereunder  on the part of
Tenant,  Landlord shall be entitled to retain all monies, if any, paid by Tenant
to Landlord,  whether as advance rent,  security or  otherwise,  but such monies
shall be credited by Landlord against any Annual Rental or Additional Rental due
from  Tenant at the time of such  termination  or  re-entry  or,  at  Landlord's
option, against any damages payable by Tenant under Section 13.04 or pursuant to
law.

                  Section 13.04.  Damages. (a) If this Lease is terminated under
the  provisions  of Section  13.02,  or if Landlord  shall  re-enter  the Leased
Premises  under  the  provisions  of  Section  13.03,  or in  the  event  of the
termination of this Lease, or of re-entry, by or under any summary dispossess or
other  proceeding  or  action  or any  provision  of law by  reason  of  default
hereunder on the part of Tenant, Tenant shall pay to Landlord as damages, at the
election of Landlord, either:

                  (A) a sum which at the time of such  termination of this Lease
         or at the time of any such  re-entry by  Landlord,  as the case may be,
         represents  the then value of the excess,  if any, of (i) the aggregate
         amount of the Annual Rental and the Additional  Rental which would have
         been  payable by Tenant  (conclusively  presuming  the average  monthly
         Additional  Rental  to be the  same as  were  payable  for the  last 12
         calendar  months,  or if less than 12 calendar months have then elapsed
         since  the  date  hereof,  all  of  the  calendar  months,  immediately
         preceding such termination or re-entry) for the period  commencing with
         such  earlier  termination  of  this  Lease  or the  date  of any  such
         re-entry,  as the case may be, and ending with the date contemplated as
         the  expiration  date hereof if this Lease had not so  terminated or if
         Landlord  has not so  re-entered  the  Leased  Premises,  over (ii) the
         aggregate rental value of the Leased Premises for the same period, or

                  (B) sums equal to the Annual Rental and the Additional  Rental
         under  Article  Four which  would have been  payable by Tenant had this
         Lease not so  terminated,  or had Landlord not so re-entered the Leased
         Premises,   payable  upon  the  due  dates  therefor  specified  herein
         following  such  termination  or  such  re-entry  and  until  the  date
         contemplated as the expiration

                                                        21

<PAGE>



         date hereof if this Lease had not so  terminated or if Landlord had not
         so re-entered the Leased Premises,  provided, however, that if Landlord
         shall relet the Leased  Premises  during said  period,  Landlord  shall
         credit  Tenant  with the net  rents  received  by  Landlord  from  such
         reletting,  such net rents to be determined by first deducting from the
         gross rents as and when  received by Landlord  from such  reletting the
         expenses  incurred or paid by Landlord in terminating  this Lease or in
         re-entering the Leased Premises and in securing  possession thereof, as
         well as the  expenses  of  reletting,  including,  without  limitation,
         altering and  preparing the Leased  Premises for new tenants,  brokers'
         commissions,  legal fees,  and all other expenses  properly  chargeable
         against  the  Leased  Premises  and  the  rental  therefrom,  it  being
         understood  that any such  reletting  may be for a  period  shorter  or
         longer than the  remaining  term of this  Lease;  but in no event shall
         Tenant be  entitled  to  receive  any excess of such net rents over the
         sums  payable  by Tenant to  Landlord  hereunder,  nor shall  Tenant be
         entitled  in any suit for the  collection  of damages  pursuant to this
         subdivision  to a credit in respect of any net rents from a  reletting,
         except to the  extent  that such net rents  are  actually  received  by
         Landlord. If the Leased Premises or any part thereof should be relet in
         combination  with other space,  then proper  apportionment  on a square
         foot basis shall be made of the rent received  from such  reletting and
         of the expenses of reletting.

If the  Leased  Premises  or any  part  thereof  be relet  by  Landlord  for the
unexpired  portion  of the  term of this  Lease,  or any  part  thereof,  before
presentation of proof of such damages to any court,  commission or tribunal, the
amount of rent reserved upon such reletting shall,  prima facie, be the fair and
reasonable  rental  value for the Leased  Premises,  or part  thereof,  so relet
during  the term of the  reletting.  Landlord  shall  not be  liable  in any way
whatsoever  for its failure or refusal to relet the Leased  Premises or any part
thereof,  or if the Leased  Premises  or any part  thereof  are  relet,  for its
failure to collect the rent under such reletting, and no such refusal or failure
to relet or failure to collect rent shall release or affect  Tenant's  liability
for damages or otherwise under this Lease.

                  (b) Suit or suits for the  recovery  of such  damages,  or any
installments  thereof,  may be  brought  by  Landlord  from  time to time at its
election,  and nothing  contained  herein shall be deemed to require Landlord to
postpone  suit until the date when the term of this Lease would have  expired if
it had not been so terminated  under the provisions of Section  13.02,  or under
any  provision  of law, or had  Landlord  not  re-entered  the Leased  Premises.
Nothing  herein  contained  shall be construed to limit or preclude  recovery by
Landlord  against  Tenant of any sums or damages to which,  in  addition  to the
damages particularly provided above, Landlord may lawfully be entitled by reason
of any default  hereunder on the part of Tenant.  Nothing herein contained shall
be construed to limit or prejudice the right of Landlord to prove for and obtain
as damages by reason of the  termination of this lease or re-entry on the Leased
Premises  for the  default of Tenant  under  this  Lease an amount  equal to the
maximum  allowed by any  statute or rule of law in effect at the time when,  and
governing the proceedings in which, such damages are to be proved whether or not
such  amount be greater,  equal to, or less than any of the sums  referred to in
subsection (a) herein above.

                  (c) In  addition,  if  this  Lease  is  terminated  under  the
provisions of Section 13.02,  or if Landlord shall re-enter the Leased  Premises
under the provisions of Section 13.03, Tenant agrees that:

          (i) the Leased Premises then shall be in the same condition as that in
which

                                                        22

<PAGE>



          Tenant has agreed to surrender the same to Landlord at the  expiration
of the term hereof;

                  (ii) Tenant shall have performed prior to any such termination
         any  covenant of Tenant  contained  in this Lease for the making of any
         Tenant's work or for restoring or rebuilding the Leased Premises or the
         Building, or any part thereof; and

                  (iii) for the breach of any covenant of Tenant set forth above
         in this subsection (c), Landlord shall be entitled immediately, without
         notice or other action by Landlord,  to recover,  and Tenant shall pay,
         as and for liquidated  damages  therefor,  the cost of performing  such
         covenant  (as  estimated  by  an  independent  contractor  selected  by
         Landlord).

          Section 13.05. Default by Landlord. If Landlord shall fail to make any
payment  which  Landlord is  obligated to make to Tenant under the terms of this
Lease for a period of five (5) days after written notice thereof, or if Landlord
shall default in any of its  obligations  under this Lease (other than a default
in the payment of any money) and such default shall continue and not be remedied
as soon as  practicable,  and in any event within  thirty (30) days after Tenant
had given to Landlord a notice specifying the same, or, in the case of a default
which cannot with due diligence be cured within a period of thirty (30) days, if
Landlord  shall not (x) within  said thirty  (30)-day  period  advise  Tenant of
Landlord's  intention to take all steps  necessary to remedy such  default,  (y)
duly commence  within said thirty  (30)-day  period,  and thereafter  diligently
prosecute to  completion  all steps  necessary  to remedy the  default,  and (z)
complete such remedy  within a reasonable  period of time after the date of such
notice from Tenant,  then Tenant shall be entitled,  without being  obligated to
and in addition to those remedies Tenant may have at law or in equity,  to refer
the matter to arbitration pursuant to Article 14.

          Section  13.06.  Suspension  of Tenant  Default.  Except as  otherwise
expressly  provided  herein,  in the event that Tenant  shall  dispute,  in good
faith, any Additional  Rental or other sum (other than Annual Rental) claimed by
Landlord  hereunder and Tenant shall give Landlord written notice  specifying in
reasonable detail the basis for its dispute,  Tenant may withhold payment of the
particular  amount in dispute and shall not be deemed to be in default hereunder
by reason hereof unless and until such dispute is determined adversely to Tenant
and Tenant shall fail to pay the withheld amount, or so much thereof as shall be
determined to be payable to Landlord,  within ten (10) days of the determination
of such dispute, together with interest thereon at the Lease Interest Rate, from
the date such amount was due until paid in full plus the late charge provided by
Section 4.03. The term "Lease  Interest Rate" shall mean the rate announced from
time to time by Citibank,  N.A. as its base rate for 90 day  unsecured  loans to
creditworthy  customers,  but in no event to exceed a rate which would make said
rate usurious under the laws of the State of New York. Tenant and Landlord shall
proceed  diligently  to resolve any such  dispute by  arbitration  in the manner
provided in Article Fourteen.  If the arbitrators shall affirmatively  determine
that Tenant acted in bad faith in invoking this Section  13.06,  the  applicable
interest rate, in lieu of the Lease Interest Rate,  shall be 24% per annum,  but
in no event to exceed a rate which would make said rate usurious  under the laws
of the State of New York.


                                       23

<PAGE>
                                ARTICLE FOURTEEN

                                   ARBITRATION



          Section 14.01. Arbitration.  (a) Wherever in this Lease arbitration is
specified or permitted, it shall be conducted as provided in this Section 14.01.
The arbitration shall be conducted by a single arbitrator,  if the parties agree
to a specified single arbitrator,  or otherwise by a panel of three arbitrators,
in either event in  accordance  with the rules and  regulations  for  commercial
matters then  obtaining of the New York City branch of the American  Arbitration
Association or its successor (the "AAA").  The arbitration shall be conducted in
the Borough of Manhattan.  The  determination of the arbitrators shall be final,
binding and conclusive on all the parties,  and judgment may be rendered thereon
by any court having jurisdiction, upon application of either Landlord or Tenant.
The arbitrators  shall have no right to modify or amend the terms of this Lease.
If a panel of three  arbitrators  is used,  each  party  shall have the right to
select  one of the  arbitrators,  and  the  third  arbitrator,  who  shall  be a
competent and impartial person with at least 10 years' experience in the Borough
of Manhattan in a calling  connected with the subject matter of the arbitration,
shall be selected by the other two  arbitrators  or, failing  agreement by them,
the AAA.  The  arbitrators  shall be  entitled  to award  costs as part of their
decision and shall award costs to the prevailing party, if there is one.

          (b)  Tenant  agrees  that  notwithstanding  any  reference  herein  to
determination of any dispute by arbitration,  Tenant shall not have the right to
determine  any such  dispute  by  arbitration  if  Landlord  shall  not have the
equivalent   right  under  the  Overlease  or  if  the  delay  involved  in  the
determination of such a dispute  hereunder by arbitration  would or could result
in a default by Landlord under the Overlease.  Landlord  agrees that it will, to
the extent permitted to do so by  Overlandlord,  permit Tenant to participate in
any  arbitration  proceedings  under the Overlease  which involve  Tenant or the
Leased Premises.

                                 ARTICLE FIFTEEN

                              COMPLIANCE WITH LAWS

          Section 15.01.  Tenant's  Compliance  with Laws. (a) Tenant shall give
prompt  notice to Landlord of any notice it receives of the violation of any law
or  requirement of any public  authority with respect to the Leased  Premises or
the use or occupation  thereof.  Tenant,  at its expense,  shall comply with any
valid and applicable  laws,  rules,  orders,  ordinances,  regulations and other
requirements, present or future (collectively, "Applicable Laws"), affecting the
Leased  Premises  and/or the Building that are  promulgated by any  governmental
authority or agency  having  jurisdiction  over the Leased  Premises  and/or the
Building and with any requirements of the insurance  companies insuring Landlord
against  damage,  loss or  liability  for  accidents  in or  connected  with the
Building  to the  extent  that the  same  shall  arise  out of or  affect  or be
applicable  to (i)  Tenant's use or manner of use of the Leased  Premises,  (ii)
alterations  and  improvements  made by Tenant,  (iii) a breach by Tenant of its
obligations under this Lease, (iv) the installation, modification or maintenance
of any gas, smoke, fire detector, alarm, sprinkler or other system to prevent or
extinguish  fires or  combustions  or to  promote  fire  safety  arising  out of
Tenant's  use of the Leased  Premises or (v) any cause or  condition  created by
Tenant.  Tenant shall not at any time use or occupy the Leased Premises so as to
violate the Certificate of Occupancy for the Building. Nothing herein contained,
however,  shall be deemed  to  impose  any  obligation  upon  Tenant to make any
structural changes or repairs unless  necessitated by reason of a particular use
by  Tenant  of the  Leased  Premises,  its  manner of use of the same or its use
thereof as a bank.


                                       24

<PAGE>


          (b) Tenant may, at its expense (and, if necessary,  in the name of but
without expense to, Landlord)  contest,  by appropriate  proceedings  diligently
prosecuted, the validity, or applicability to the Leased Premises, any matter it
may be  required  to comply  with  pursuant  to  subsection  (a) above,  and may
postpone its compliance therewith until such contest shall be decided.

          (c) Tenant shall pay all the costs.  expenses.  fines,  penalties  and
damages  which  may be  imposed  upon  Overlandlord,  Landlord  or any  Superior
Mortgagee by reason of or arising out of Tenant's  failure to fully and promptly
comply with and observe the  provisions  of this Section.  If Tenant  installs a
sprinkler  system in the Leased Premises,  Tenant may, with Landlord's  consent,
which shall not be unreasonably  withheld  provided that Tenant shall have first
obtained Overlandlord's consent,  connect such system to the sprinkler system in
the  Building.  Such  connection  shall be deemed an  alteration  for all of the
purposes of this Lease.


                                 ARTICLE SIXTEEN

                            ASSIGNMENT AND SUBLETTING

          Section 16.01. General Prohibition.  Neither this Lease nor all or any
part of the leasehold  interest  created  hereby  shall,  by operation of law or
otherwise, be assigned,  mortgaged, pledged, encumbered or otherwise transferred
by Tenant and neither the Leased  Premises nor any part thereof  shall be sublet
or be used or occupied for any purpose by anyone other than Tenant,  without the
prior consent of Overlandlord and Landlord in each instance, except as otherwise
provided in this Article. No permitted subtenant shall assign, encumber,  modify
or extend its sublease or further sublet all or any portion of its sublet space,
or  otherwise  permit any portion of the sublet  space to be used or occupied by
others,  without the prior consent of Overlandlord and Landlord in each instance
and each proposed sublease shall contain appropriate prohibitions in furtherance
of the foregoing.  Provided that Tenant shall have first obtained Overlandlord's
consent in accordance with Article 25 of the Overlease,  Landlord agrees that it
shall not unreasonably withhold its consent to any such assignment or subletting
by a permitted  subtenant provided the conditions for same contained in the said
Article 25 are satisfied and no event of default exists and is  continuing.  Any
assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention
of this Article 16 shall be void.

          Section 16.02. Rights of Landlord. If this Lease is assigned,  whether
or not in violation  of the terms of this Lease,  Landlord may collect rent from
the assignee. If the Leased Premises or any part thereof is sublet or be used or
occupied by anybody other than Tenant,  Landlord  may,  after default by Tenant,
collect  rent from such  subtenant or occupant.  In either  event,  Landlord may
apply the next amount  collected  to the rents herein  reserved.  The consent by
Overlandlord or Landlord to an assignment,  transfer,  encumbering or subletting
pursuant to any provision of this Lease shall not relieve Tenant or any assignee
or subtenant  from  obtaining  the express  prior  consent of  Overlandlord  and
Landlord  to  any  other  or  further  assignment,   transfer,   encumbering  or
subletting.  The  listing of any name other than that of Tenant on any  Building
directory or tenant  listing shall not vest in such person any right or interest
in this Lease or the Leased  Premises or constitute any consent of  Overlandlord
or Landlord  required  under this Article.  Tenant agrees to pay to Landlord the
reasonable  attorneys' fees and  out-of-pocket  expenses incurred by Landlord in
connection with any proposed assignment or subletting. Neither any assignment of
this Lease nor

                                       25

<PAGE>

any  subletting,  occupancy or use of the Leased Premises or any part thereof by
any person other than Tenant,  nor any  collection  of rent by Landlord from any
person other than Tenant,  nor any  application  of any such rent as provided in
this Article shall be deemed a waiver of any of the  provisions of Section 16.01
or,  relieve,  impair,  release or discharge  Tenant of its obligation  fully to
perform the terms of this Lease on  Tenant's  part to be  performed,  and Tenant
shall  remain  fully and  primarily  liable  hereunder.  The  joint and  several
liability of Tenant and any immediate or remote  successor in interest of Tenant
and the due  performance of the obligations of this Lease on Tenant's part to be
performed  or  observed  shall not be  discharged,  released  or impaired in any
respect by any agreement or stipulation made by Landlord  extending the time of,
or modifying any of the  obligations of, this Lease, or by any waiver or failure
of Landlord to enforce any of the  obligations of this Lease,  provided that the
liability of any predecessor Tenant may not be increased thereby.

          Section 16.03.  Net Profits.  (a) If Tenant shall assign or sublet the
Leased  Premises,  Tenant shall pay to Landlord,  after  deduction of "Permitted
Expenses" (as hereinafter defined), the following amounts: (i) in the case of an
assignment,  an amount equal to one hundred percent (100%) of all  consideration
received by Tenant for such assignment and (ii) in the case of a subletting, one
hundred  percent  (100%)  of any  rents or other  consideration  paid  under the
sublease  in  excess  of  the  rents  payable  for  the  subleased  space  (on a
proportionate  rentable  area basis)  hereunder  for the same  period.  The term
"consideration"  shall include all sums paid in  consideration of the assignment
or  subletting,  including,  without  being  limited  to,  any sums paid for the
purchase or rental of Tenant's  property,  less,  in the case of a sale thereof,
the then net unamortized or undepreciated  cost thereof  determined on the basis
of Tenant's  federal  income tax  returns.  The term  "consideration"  shall not
include any amounts payable by subtenants to Tenant for cleaning services unless
at such time Tenant is paying Landlord for such services under this Lease.

          (b) As used  herein,  the term  "Permitted  Expenses"  shall  mean the
aggregate of  reasonable  and customary  (i) broker  commissions  and legal fees
incurred by Tenant in  connection  with any such  assignment  or sublease,  (ii)
Annual Rent and Additional  Rental paid by Tenant with respect to any portion of
the Leased Premises involved in such transaction for the period of time the same
remained  unleased and prior to the effective date of any such assignment or the
commencement  of rental  payments  under any such  sublease or during any period
that rental payments thereunder are abated, (iii) the costs, if any, incurred by
Tenant in  separating  the space from the balance of the Leased  Premises,  (iv)
advertising  expenses  incurred  by  Tenant,  (v)  costs  incurred  by Tenant in
preparing the space for occupancy, including cash allowances in lieu thereof and
(vi) any  amounts  payable to  Overlandlord  pursuant  to  Section  25.06 of the
Overlease.

          Section 16.04.  Remedy for Delayed or Withheld  Consent.  Tenant shall
not be entitled to make any claim, and Tenant hereby waives any claim, for money
damages (nor shall Tenant claim any money damages by way of setoff, counterclaim
or  defense),  based upon any claim or  assertion  by Tenant that  Landlord  has
unreasonably  withheld  or  unreasonably  delayed  any  consent or approval to a
proposed  assignment  or  subletting  as provided for above,  but Tenant's  sole
remedy in such  event  shall be an  action or  proceeding  to  enforce  any such
provision,  or for specific  performance,  injunction or  declaratory  judgment;
provided,  however,  that  Tenant may make such a claim in the event and only in
the event that it is finally  determined by arbitration or court proceeding that
Landlord  acted  in  a  grossly  arbitrary  or  grossly   capricious  manner  in
withholding or delaying the consent or approval in issue.


                                       26

<PAGE>

                                ARTICLE SEVENTEEN

                                LANDLORD'S ACCESS

          Section 17.01.  Landlord's  Access to Premises.  Tenant  covenants and
agrees that Tenant will permit  Overlandlord,  Landlord and any mortgagee of the
Building  and/or the Land or of the interest of Landlord  therein and any lessor
under any ground or underlying  lease, and their  representatives,  to enter the
Premises  (including the Second Floor roof setback) at all reasonable hours, and
upon  reasonable  advance  notice  to  Tenant  (except  that  in the  case of an
emergency no notice shall be required),  for the purposes of  inspection,  or of
making  repairs,  replacements  or  improvements  in or to the  Premises  or the
Building or equipment, or of complying with all laws, orders and requirements of
governmental  or  other  authority  or  of  exercising  any  right  reserved  to
Overlandlord  and  Landlord by this Lease and by the  Overlease  (including  the
right during the progress of such repairs, replacements or improvements or while
performing work and furnishing  materials in connection with compliance with any
such laws,  orders or  requirements,  to keep and store  within the Premises all
necessary  materials,  tools and  equipment).  In connection with the foregoing,
Landlord will use reasonable efforts to minimize  interference with Tenant's use
of the Premises.  Tenant may designate one or more areas in the Leased  Premises
as secure areas,  and  Overlandlord  and Landlord  shall have no access  thereto
without being accompanied by a designated representative of Tenant except in the
case of emergencies with the  accompaniment of members of the New York City Fire
or Police Department or other appropriate government officer or agent.

          Section 17.02.  Overlandlord's Right to Change the Building.  Pursuant
to Section  6.01 of the  Overlease,  Overlandlord  shall have the right,  at any
time, without incurring any liability to Tenant therefor,  and without affecting
or reducing any of Tenant's  covenants  and  obligations  hereunder,  to make or
permit to be made such changes, alterations, additions and improvements in or to
the Building (including the Premises) and the fixtures and equipment thereof, as
well as in or to the  sidewalks,  vaults,  street  entrances,  halls,  passages,
elevators, escalators, stairways and other parts thereof, and to erect, maintain
and use pipes,  ducts and  conduits in and through the Leased  Premises,  all as
Landlord and  Overlandlord may deem reasonably  necessary or desirable.  Nothing
contained in this Article 17.02 shall relieve Tenant of any duty,  obligation or
liability  of Tenant set forth in this Lease with  respect to making any repair,
replacement  or  improvement  or complying with any law, order or requirement of
any governmental or other authority.


                                ARTICLE EIGHTEEN

                             NAME OF BUILDING; SIGNS

          Section   18.01.   Landlord's   Right  to  Designate   Building  Name.
Overlandlord shall have the right to designate,  and thereafter change, the name
of the Building  and to change the address of the  Building  pursuant to Section
6.02 of the Overlease.

          Section 18.02.  Signs. Tenant shall not install or permit installation
of any signs,  sculptures and/or graphics which adversely reflect on the dignity
or  character  of the  Building or could  reasonably  be construed to rename the
Building  and shall not  permit the  Building  to be  identified  by the name of
another company through signage.

                                       27

<PAGE>


                                ARTICLE NINETEEN

                                 QUIET ENJOYMENT

          Section 19.01. Covenant of Quiet Enjoyment. So long as Tenant pays all
of the Annual Rental and  Additional  Rental and performs all of Tenant's  other
obligations  hereunder,  Tenant shall peaceably and quietly have, hold and enjoy
the Leased Premises  without  hindrance,  ejection or molestation by Landlord or
any person lawfully claiming through or under Landlord,  subject,  nevertheless,
to the  provisions  of this  Lease  and to  Mortgages.  This  covenant  shall be
construed  as a  covenant  running  with the Land,  and is not,  nor shall it be
construed  as,  a  personal  covenant  of  Landlord,  except  to the  extent  of
Landlord's  interest  in this  Lease  and  only so long as such  interest  shall
continue,  and thereafter  this covenant  shall be binding only upon  subsequent
successors  in interest of Landlord's  interest in this Lease,  to the extent of
their respective interests, as and when they shall acquire the same, and so long
as they shall retain such interest.


                                 ARTICLE TWENTY

                                   NON-WAIVER

          Section 20.01.  Non-Waiver by Either Party. Failure by either party to
complain  of any  action,  nonaction  or  default of the other  party  shall not
constitute a waiver of any aggrieved party's rights hereunder.  Waiver by either
party of any right for any  default of the other party  shall not  constitute  a
waiver of any right for either a subsequent  default of the same  obligation  or
for any other default, past, present or future.


                               ARTICLE TWENTY-ONE

                                     NOTICES

          Section  21.01.   Notices  to  Landlord  or  Tenant.   Any  notice  or
communication to Landlord or Tenant required or permitted to be given under this
Lease shall be effectively  given only if in writing and mailed by United States
Registered or Certified Mail,  postage  prepaid,  return receipt  requested (any
notice so given shall be effective  two (2) days after the mailing  thereof at a
U.S.  Postal  Service  office in the  Borough  of  Manhattan)  or (ii)  personal
delivery  against  receipt or (iii)  overnight  courier  for next  business  day
morning delivery, addressed as follows:

                  If to Landlord, as follows:

                           Banco Union
                           New York Agency
                           609 Fifth Avenue
                           New York, New York  10017
                           Attention:  Regional Vice President


                                       28

<PAGE>

                  If to Tenant, as follows:

                           Disc Graphics, Inc.
                           10 Gilpin Avenue
                           Hauppauge, New York 11788
                           Attention:

Either party shall have the right to change the address to which  notices  shall
thereafter be sent by giving notice to the other party as aforesaid.  Any notice
so given shall be effective  two (2) days after the mailing  thereof at a United
States Postal Service office or box in the Borough of Manhattan.

                               ARTICLE TWENTY-TWO

                               PARTIAL INVALIDITY

          Section 22.01.  Severability Clause. If any term. covenant,  condition
or  provision  of this  Lease,  or the  application  thereof  to any  person  or
circumstance,  shall ever be held to be invalid or  unenforceable,  then in each
such  event  the  remainder  of this  Lease  or the  application  of such  term,
covenant,  condition or provision to any other person or any other  circumstance
(other than those as to which it shall be invalid or unenforceable) shall not be
thereby affected, and each term, covenant,  condition and provision hereof shall
remain valid and enforceable to the fullest extent permitted by law.


                              ARTICLE TWENTY-THREE

                                    BROKERAGE

          Section 23.01.  Brokerage.  Landlord and Tenant mutually  represent to
each other that they have dealt with no brokers with respect to this Lease other
than  Colliers  ABR, Inc. and  Promenade  Real Estate Corp.  (collectively,  the
"Brokers").  Each party agrees to indemnify and hold harmless the other from and
against  any  claims  for  commissions  based  upon a  breach  of the  foregoing
representation. Landlord shall pay the Brokers a commission in accordance with a
separate agreement.


                               ARTICLE TWENTY-FOUR

                              ESTOPPEL CERTIFICATES

          Section  24.01.  Estoppel  Certificates.  Landlord  and Tenant  shall,
without  charge,  at any time and from time to time,  within ten (10) days after
request by the other party,  deliver a written instrument to the asking party or
any other  person,  firm or  corporation  specified  by the asking  party,  duly
executed and acknowledged, certifying, as applicable:

                  (a) That this Lease is unmodified and in full force and effect
         or, if there has been any modification,  that the same is in full force
         and effect as modified and stating any such modification;

                                       29

<PAGE>


                  (b)  Whether or not there are then  existing  any  defenses or
         offsets  which are not claims under  subsection  (d) below  against the
         enforcement of any of the agreements,  terms,  covenants, or conditions
         of this Lease and any  modification  thereof upon the part of Tenant or
         Landlord to be performed or complied with,  and, if so,  specifying the
         same;

                    (c) The  dates to which the  Annual  Rental  and  Additional
          Rental, and other charges hereunder, have been paid; and

                  (d) Whether or not Tenant has made any claim against  Landlord
         under this Lease and, if so, the nature  thereof and the dollar amount,
         if any, of such claim.


                               ARTICLE TWENTY-FIVE

                         TENANT'S RIGHT OF FIRST REFUSAL

          Section  25.01.  Tenant's  Right of First  Refusal.  In the event that
Landlord  contemplates a sublease of any or all of the Overlease  Premises other
than to an  Affiliate  (as defined in Section  25.03(b) of the  Overlease)  or a
Successor  Corporation  (as  defined  in  Section  25.04(b)  of the  Overlease),
Landlord  agrees to give Tenant written notice thereof at least ninety (90) days
prior to the proposed  effective  date of such  sublease  but, in any event,  no
later than  thirty  (30) days prior to the date upon which  Landlord  shall give
notice  thereof to  Overlandlord  pursuant  to Section  25.05 of the  Overlease.
Landlord's  notice shall set forth the proposed  effective date of such sublease
and the proposed term thereof.  Tenant shall have the option, to be exercised by
written  notice to Landlord  within thirty (30) days after receipt of Landlord's
notice,  to enter into a  sublease  with  Landlord  for the space  specified  in
Landlord's notice for the term of the proposed  subletting.  Said sublease shall
be upon the same terms and  conditions  and shall  contain  the same  covenants,
agreements,  and provisions which are set forth in this Lease except such as are
irrelevant or inapplicable,  and except as otherwise  expressly set forth to the
contrary in this Section 25. The fixed rent and additional  rent,  respectively,
payable  pursuant  to such  sublease  by  Tenant  shall be the  rental  rate per
rentable square foot of Annual Rental and Additional  Rental payable by Landlord
pursuant  to the  Overlease  with  respect  to the space  during the term of the
sublease.

          Section 25.02.  Effect of Failure to Exercise  Right.  If Tenant shall
waive or shall fail to exercise  its option,  then  Landlord may proceed to give
notice  of the  proposed  subletting  to  Overlandlord  in  accordance  with the
Overlease  and, in the event that  Overlandlord  does not  exercise its right of
recapture under the Overlease,  Landlord may sublease the subject  premises upon
the terms and  conditions to which Landlord and any subtenant  shall agree.  Any
such  sublease  to a third  party  shall  not be  restricted  to the  terms  and
conditions  which would have been  required in a sublease to Tenant  pursuant to
Section  25.01  hereof  except  that the space to be sublet  and the term of the
sublease  shall  be as set  forth  in  Landlord's  notice  to  Tenant.  Upon the
consummation of any such permitted subletting, the provisions of this Article 25
shall continue to apply to such interest with respect to any future sublease and
shall  continue to apply to any sublease of any part of the  Overlease  Premises
not included in such permitted subletting.  In the event, however, that Landlord
shall not execute a proposed  sublease within sixty (60) days after the date for
the commencement

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<PAGE>

thereof set forth in Landlord's  notice to Tenant, or within six months from the
date of Landlord's  notice if no date for the proposed  sublease is set forth in
Landlord's  notice to Tenant,  then such proposed  subletting  shall not be made
unless  such  interest  is  again  offered  to  Tenant  in  accordance  with the
provisions of this Article 25. The failure of Tenant to exercise its option with
respect to any proposed  subletting  shall not affect Tenant's option under this
Article 25 with respect to any other proposed subletting

                               ARTICLE TWENTY-SIX

                                  SUBORDINATION

          Section 26.01.  Subordination.  Upon the request of Landlord and at no
expense to Tenant, Tenant agrees to execute a subordination agreement confirming
that this Lease is subject and  subordinate in all respects to the Overlease and
to all matters to which the Overlease is subject and subordinate.


                              ARTICLE TWENTY-SEVEN

                                SECURITY DEPOSIT

          Section  27.01.  Security  Deposit.  (a)  Tenant  has  deposited  with
Landlord  $25,053.00 as security for the faithful  performance and observance by
Tenant of the terms,  provisions,  covenants  and  conditions of this Lease (the
"Security  Deposit").   Landlord  shall  deposit  the  Security  Deposit  in  an
interest-bearing  account in a federally  insured,  New York Clearing House Bank
located in New York State.  To the extent not prohibited by law,  Landlord shall
be entitled to receive and retain as an  administrative  expense an amount equal
to interest on the  Security  Deposit at the rate of one percent (1%) per annum,
which fee Landlord  shall have the right to withdraw,  at any time and from time
to time, as Landlord may reasonably determine. The balance of the interest shall
be paid to Tenant, or, at Landlord's  option,  credited against the next ensuing
installments  of Fixed Rent due  hereunder,  within a reasonable  time following
each anniversary of the Commencement Date.

          (b) It is  agreed  that  in the  event  Tenant  defaults,  beyond  the
applicable notice and grace periods, in respect of any of the terms, provisions,
covenants  and  conditions  of this  Lease,  including,  but not limited to, the
payment of Annual  Rental and  Additional  Rental,  Landlord  may use,  apply or
retain the whole or any part of the security so deposited to the extent required
for the payment of any Annual Rental and Additional  Rental, or any other sum as
to which Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
provisions,  covenants and  conditions of this Lease,  including but not limited
to, any damages or deficiency  accrued  before or after summary  proceedings  or
other re-entry by Landlord.  In the event that Tenant shall fully and faithfully
comply  with all of the terms,  provisions,  covenants  and  conditions  of this
Lease,  the security shall be returned to Tenant after the  Expiration  Date and
after delivery of entire  possession of the Leased Premises to Landlord.  In the
event of a sale of the Land and  Building or leasing of the  Building,  of which
the Leased  Premises form a part,  Landlord shall have the right to transfer the
security to the vendee or lessee and  Landlord  shall  thereupon  be released by
Tenant from all liabilities  for the return of such security;  and Tenant agrees
to look solely to the new  Landlord for the return of said  security;  and it is
agreed

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<PAGE>

that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new landlord. Tenant further covenants that it will not assign
or  encumber  or attempt to assign or encumber  the monies  deposited  herein as
security and that neither  Landlord nor its successors or assigns shall be bound
by  any  such  assignment,   encumbrance,   attempted  assignment  or  attempted
encumbrance.  In the event Landlord applies or retains any portion or all of the
security  deposited,  Tenant  shall  forthwith  restore the amount so applied or
retained so that at all times the amount deposited shall be as $25,053.00.


                              ARTICLE TWENTY-EIGHT

                              RULES AND REGULATIONS

          Section 28.01. General: This Lease Controls in Event of Conflict.  The
Overlease contains Overlandlord's Rules and Regulations for the Building. Tenant
shall faithfully  observe and comply with such Rules and Regulations  (except as
hereinafter  provided)  and  such  changes  therein  (whether  by  modification,
elimination,  addition or waiver) as Overlandlord at any time or times hereafter
may make and Landlord shall communicate in writing to Tenant.


                               ARTICLE TWENTY-NINE

                                  MISCELLANEOUS

          Section 29.01. Certain Miscellaneous Provisions. This Lease (including
the Exhibits referred to herein, and all supplementary  agreements  provided for
herein)  contains  the  entire  agreement  between  the  parties  and all  prior
negotiations  and agreements  are merged into this Lease.  This Lease may not be
changed,  modified,  terminated or discharged,  in whole or in part, except by a
writing,  executed  by  the  party  against  whom  enforcement  of  the  change,
modification,  termination or discharge is to be sought. The Article and Section
headings or titles in this Lease are inserted for  convenience  only and are not
to be given any effect in its construction.  Wherever appropriate in this Lease,
personal  pronouns shall be deemed to include the other genders and the singular
to include the plural. The covenants and agreements contained herein shall inure
to and be binding upon Landlord,  its successors  and assigns,  and Tenant,  its
successors and assigns.

          Section  29.02.  Governing  Law.  This Lease  shall be governed in all
respects by the laws of the State of New York.

          Section  29.03.  Memoranda  Agreements.  Landlord  shall,  at Tenant's
request,  execute and deliver a  memorandum  or  short-form  of this Lease,  and
memoranda or short-forms of all agreements  supplementary  hereto,  which Tenant
may, at its expense, file and record of record.



                                       32

<PAGE>

                  THIS LEASE is hereby  executed and  delivered  effective as of
the date and year first above written.

WITNESSES:                                LANDLORD:

                                          BANCO UNION,
                                          NEW YORK AGENCY
By: /s/ Patricia Romero
-----------------------
 Notary Public                           By: /s/ Alfredo J. Gonzalez
                                         ---------------------------
                                          Alfredo J. Gonzalez
                                          Regional Vice President


WITNESSES:                                TENANT:

                                          DISC GRAPHICS, INC.
By: /s/ Debra A. Sluter
-----------------------
  Notary Public                           By: /s/ Frank A. Bress
                                          ----------------------
                                          Frank A. Bress
                                          Vice President for Legal Affairs


                                       33

<PAGE>


                                    EXHIBIT A

                                   FLOOR PLAN



                                       34




                                    EXHIBIT B

                                 LANDLORD'S WORK

          Landlord,  at  Landlord's  expense,  shall  perform  or  cause  to  be
performed the following work at the Leased Premises:

                    (i) clean and  shampoo  the  carpet  throughout  the  Leased
          Premises; and

                    (ii) remove stored materials in the Leased Premises.


                                       35