Exhibit 10.2
 
 2/94



STANDARD FORM OF OFFICE LEASEThe Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 28th day of April 1999 between
   120 Partners, a New York Limited Liability Company (LLC) having an
   office at 120 Fifth Avenue, New York, New York, 10011, party of the
   first part, hereinafter referred to as OWNER, and foreignTV.com, a
   New York Corporation having an office at 350 Fifth Avenue, Ste.
   6011, New York, New York 10118, party of the second part,
   hereinafter referred to as TENANT,

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires
   from Owner the entire 7th Floor in the building known as 120 Fifth
   Avenue, in the Borough of Manhattan, City of New York, for the term
   of seven years and one (1) month (or until such term shall sooner
   cease and expire as hereinafter provided) to commence on the
   Commencement Date ______ day of ________ nineteen hundred and
   __________, and to end on the _______ day of SEE ARTICLE 40 and
   ___________ both dates inclusive, at an annual rental rate of SEE
   ARTICLE 39 which Tenant agrees to pay in lawful money of the United
   States which shall be legal tender in payment of all debts and dues,
   public and private, at the time of payment, in equal monthly
   installments in advance on the first day of each month during said
   term, at the office of Owner or such other place as Owner may
   designate, without any set off or deduction whatsoever, except that
   Tenant shall pay the first ______ monthly installment(s) on the
   execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease,
   or thereafter, Tenant shall be in default in the payment of rent to
   Owner pursuant to the terms of another lease with Owner or with
   Owner's predecessor in interest, Owner may at Owner's option and
   without notice to Tenant add the amount of such arrears to any
   monthly installment of rent payable hereunder and the same shall be
   payable to Owner as additional rent.

The parties hereto, for themselves, their heirs, distributees,
   executors, administrators, legal representatives, successors and
   assigns, hereby covenant as follows:

|Rent:      | 1. | Tenant shall pay the rent as above and as
     hereinafter provided.                                         
|---------- | -- | -------------------------------------------------------------------------------------------------------------
|           |    |                                                                                                              
|Occupancy: | 2. | Tenant shall use and occupy demised premises for
     general and executive offices and for no other purpose.

Tenant Alterations:

3.  Tenant shall make no changes in or to the demised
   premises of any nature without Owner's prior written consent, which
   consent shall not be unreasonably withheld or delayed. Subject to
   prior written consent of Owner and to the provisions of this
   article, Tenant at Tenant's expense may make alterations,
   installations, additions or improvements which are non-structural
   and which do not affect utility services or plumbing and electrical
   lines, in or to the interior of the demised premises by using
   contractors or mechanics first approved in each instance by Owner.
   Tenant shall, before making any alterations, additions,
   installations or improvements, at its expense, obtain all permits,
   approvals and certificates required by any governmental or
   quasi-governmental bodies and (upon completion) certificates of
   final approval thereof and shall deliver promptly duplicates of all
   such permits, approvals and certificates to Owner and Tenant agrees
   to carry and will cause Tenant's contractors and sub- contractors to
   carry such workman's compensation, general liability, personal and
   property damage insurance as Owner may reasonably require. If any
   mechanic's lien is filed against the demised premises, or the
   building of which the same forms a part, for work claimed to have
   been done for, or materials furnished to, Tenant, whether or not
   done pursuant to this article, the same shall be discharged by
   Tenant within thirty days thereafter, at Tenant's expense, by
   payment or filing the bond required by law. All fixtures and all
   paneling, partitions, railings and like installations, installed in
   the premises at any time either by Tenant or by Owner on Tenant's
   behalf, shall, upon termination of the lease become the property of
   Owner and Tenant is expressly permitted by this lease to remove same
   or shall remain upon and be surrendered with the demised premises
   unless Owner, by notice to Tenant no later than twenty days prior to
   the date fixed as the termination of this lease, elects to
   relinquish Owner's right thereto and to have them removed by Tenant,
   in which event the same shall be removed from the premises by Tenant
   prior to the expiration of the lease, at Tenant's expense. Nothing
   in this Article shall be construed to give Owner title to or to
   prevent Tenant's removal of trade fixtures, moveable office
   furniture and equipment, but upon removal of any such from the
   premises or upon removal of other installations as may be required
   by Owner, Tenant shall immediately and at its expense, repair and
   restore the premises to the condition existing prior to installation
   and repair any damage to the demised premises or the building due to
   such removal. All property permitted or required to be removed, by
   Tenant at the end of the term remaining in the premises after
   Tenant's removal shall be deemed abandoned and may, at the election
   of Owner, either be retained as Owner's property or may be removed
   from the premises by Owner, at Tenant's expense.

SEE ARTICLE 41, 66, 67

Maintenance and Repairs:

4. Tenant shall, throughout the term of this lease, take good care
   of the demised premises and the fixtures and appurtenances therein.
   Tenant shall be responsible for all damage or injury to the demised
   premises or any other part of the building and the systems and
   equipment thereof, whether requiring structural or nonstructural
   repairs caused by or resulting from carelessness,omission, neglect
   or improper conduct of Tenant, Tenant's subtenants, agents,
   employees, invitees or licensees, or which arise out of any work,
   labor, service or equipment done for or supplied to Tenant or any
   subtenant or arising out of the installation, use or operation of
   the property or equipment of Tenant or any subtenant. Tenant shall
   also repair all damage to the building and the demised premises
   caused by the moving of Tenant's fixtures, furniture and equipment.
   Tenant shall promptly make, at Tenant's expense, all repairs in and
   to the demised premises for which Tenant is responsible, using only
   the contractor for the trade or trades in question, selected from a
   list of at least two contractors per trade submitted by Owner. Any
   other repairs in or to the building or the facilities and systems
   thereof for which Tenant is responsible shall be performed by Owner
   at the Tenant's expense. Owner shall maintain in good working order
   and repair the exterior and the structural portions of the building,
   including the structural portions of its demised premises, and the
   public portions of the building interior and the building plumbing,
   electrical, heating and ventilating systems (to the extent such
   systems presently exist) serving the demised premises. Tenant agrees
   to give prompt notice of any defective condition in the premises for
   which Owner may be responsible hereunder. There shall be no
   allowance to Tenant for diminution of rental value and no liability
   on the part of Owner by reason of inconvenience, annoyance or injury
   to business arising from Owner or others making repairs,
   alterations, additions or improvements in or to any portion of the
   building or the demised premises or in and to the fixtures,
   appurtenances or equipment thereof. It is specifically agreed that
   Tenant shall not be entitled to any setoff or reduction of rent by
   reason of any failure of Owner to comply with the covenants of this
   or any other article of this Lease. Tenant agrees that Tenant's sole
   remedy at law in such instance will be by way of an action for
   damages for breach of contract. The provisions of this Article 4
   shall not apply in the case of fire or other casualty which are
   dealt with in Article 9 hereof.

SEE ARTICLE 67

Window Cleaning:

5. Tenant will not clean nor require, permit, suffer or allow any
   window in the demised premises to be cleaned from the outside in
   violation of Section 202 of the Labor Law or any other applicable
   law or of the Rules of the Board of Standards and Appeals, or of any
   other Board or body having or asserting jurisdiction. Subject to the
   foregoing, Tenant shall have the right to clean the windows in the
   demised premises.

Requirements of Law, Fire Insurance, Floor Loads:

6. Prior to the commencement of the lease term, if Tenant is then
   in possession, and at all times thereafter, Tenant, at Tenant's sole
   cost and expense, shall promptly comply with all present and future
   laws, orders and regulations of all state, federal, municipal and
   local governments, departments, commissions and boards and any
   direction of any public officer pursuant to law, and all orders,
   rules and regulations of the New York Board of Fire Underwriters,
   Insurance Services Office, or any similar body which shall impose
   any violation, order or duty upon Owner or Tenant with respect to
   the demised premises, whether or not arising out of Tenant's use or
   manner of use thereof, (including Tenant's permitted use) or, with
   respect to the building if arising out of Tenant's use or manner of
   use of the premises or the building (including the use permitted
   under the lease). Nothing herein shall require Tenant to make
   structural repairs or alterations unless Tenant has, by its manner
   of use of the demised premises or method of operation therein,
   violated any such laws, ordinances, orders, rules, regulations or
   requirements with respect thereto. Tenant may, after securing Owner
   to



Owner's satisfaction against all damages, interest, penalties and
   expenses, including, but not limited to, reasonable attorney's fees,
   by cash deposit or by surety bond in an amount and in a company
   satisfactory to Owner, contest and appeal any such laws, ordinances,
   orders, rules, regulations or requirements provided same is done
   with all reasonable promptness and provided such appeal shall not
   subject Owner to prosecution for a criminal offense or constitute a
   default under any lease or mortgage under which Owner may be
   obligated, or cause the demised premises or any part thereof to be
   condemned or vacated. Tenant shall not do or permit any act or thing
   to be done in or to the demised premises which is contrary to law,
   or which will invalidate or be in conflict with public liability,
   fire or other policies of insurance at any time carried by or for
   the benefit of Owner with respect to the demised premises or the
   building of which the demised premises form a part, or which shall
   or might subject Owner to any liability or responsibility to any
   person or for property damage. Tenant shall not keep anything in the
   demised premises except as now or hereafter permitted by the Fire
   Department, Board of Fire Underwriters, Fire Insurance Rating
   Organization or other authority having jurisdiction, and then only
   in such manner and such quantity so as not to increase the rate for
   fire insurance applicable to the building, nor use the premises in a
   manner which will increase the insurance rate for the building or
   any property located therein over that in effect prior to the
   commencement of Tenant's occupancy, Tenant shall pay all costs,
   expenses, fines, penalties, or damages, which may be imposed upon
   Owner by reason of Tenant's failure to comply with the provisions of
   this article and if by reason of such failure the fire insurance
   rate shall, at the beginning of this lease or at any time
   thereafter, be higher than it otherwise would be, then Tenant shall
   reimburse Owner, as additional rent hereunder, for that portion of
   all fire insurance premiums thereafter paid by Owner which shall
   have been charged because of such failure by Tenant. In any action
   or proceeding wherein Owner and Tenant are parties, a schedule or
   "make-up" of rate for the building or demised premises issued by the
   New York Fire Insurance Exchange, or other body making fire
   insurance rates applicable to said premises, shall be conclusive
   evidence of the facts therein stated and of the several items and
   charges in the fire insurance rates then applicable to said
   premises. Tenant shall not place a load upon any floor of the
   demised premises exceeding the floor load per square foot area which
   it was designed to carry and which is allowed by law. Such
   installations shall be placed and maintained by Tenant, at Tenant's
   expense, in settings sufficient, in Owner's reasonably judgement, to
   absorb and prevent vibration, noise and annoyance.

SEE ARTICLE 60

Subordination:

7. This lease is subject and subordinate to all ground or
   underlying leases and to all mortgages which may now or hereafter
   affect such leases or the real property of which demised premises
   are a part and to all renewals, modifications, consolidations,
   replacements and extensions of any such underlying leases and
   mortgages. This clause shall be self-operative and no further
   instrument of subordination shall be required by any ground or
   underlying lessor or by any mortgagee, affecting any lease or the
   real property of which the demised premises are a part. In
   confirmation of such subordination, Tenant shall from time to time
   execute promptly any certificate that Owner may request.

SEE ARTICLE 61

Property Loss, Damage Reimbursement Indemnity:

8. Owner or its agents shall not be liable for any damage to
   property of Tenant or of others entrusted to employees of the
   building, nor for loss of or damage to any property of Tenant by
   theft or otherwise, nor for any injury or damage to persons or
   property resulting from any cause of whatsoever nature, unless
   caused by or due to the negligence of Owner, its agents, servants or
   employees. Owner or its agents will not be liable for any such
   damage caused by other tenants or persons in, upon or about said
   building or caused by operations in construction of any private,
   public or quasi public work. If at any time any windows of the
   demised premises are temporarily closed, darkened or bricked up (or
   permanently closed, darkened or bricked up, if required by law) for
   any reason whatsoever including, but not limited to Owner's own
   acts, Owner shall not be liable for any damage Tenant may sustain
   thereby and Tenant shall not be entitled to any compensation
   therefor nor abatement or diminution of rent nor shall the same
   release Tenant from its obligations hereunder nor constitute an
   eviction. Tenant shall indemnify and save harmless Owner against and
   from all liabilities, obligations, damages, penalties, claims, costs
   and expenses for which Owner shall not be reimbursed by insurance,
   including reasonable attorneys fees, paid, suffered or incurred as a
   result of the carelessness, negligence or improper conduct of the
   Tenant, Tenant's agents, contractors, employees, invitees or
   licensees. Tenant's liability under this lease extends to the acts
   and omissions of any sub-tenant, and any agent, contractor,
   employee, invitee or licensee of any sub-tenant. In case any action
   or proceeding is brought against Owner by reason of any such claim,
   Tenant, upon written notice from Owner, will, at Tenant's expense,
   resist or defend such action or proceeding by counsel approved by
   Owner in writing, such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

9. (a) If the demised premises or any part thereof shall be
   damaged by fire or other casualty, Tenant shall give immediate
   notice thereof to Owner and this lease shall continue in full force
   and effect except as hereinafter set forth. (b) If the demised
   premises are partially damaged or rendered partially unusable by
   fire or other casualty, the damages thereto shall be repaired by and
   at the expense of Owner and the rent and other items of additional
   rent, until such repair shall be substantially completed, shall be
   apportioned from the day following the casualty according to the
   part of the premises which is usable. (c) If the demised premises
   are totally damaged or rendered wholly unusable by fire or other
   casualty, then the rent and other items of additional rent as
   hereinafter expressly provided shall be proportionately paid up to
   the time of the casualty and thenceforth shall cease until the date
   when the premises shall have been repaired and restored by Owner (or
   sooner reoccupied in part by Tenant then rent shall be apportioned
   as provided in subsection (b) above), subject to Owner's right to
   elect not to restore the same as hereinafter provided (d) If the
   demised premises are rendered substantially unusable or (whether or
   not the demised premises are damaged in whole or in part) if the
   building shall be so damaged that Owner shall decide to demolish it
   or to rebuild it, then, in any of such events, Owner may elect to
   terminate this lease by written notice to Tenant, given within 9O
   days after such fire or casualty, or 30 days after adjustment of the
   insurance claim for such fire or casualty, whichever is sooner,
   specifying a date for the expiration of the lease, which date shall
   not be more than 60 days after the giving of such notice, and upon
   the date specified in such notice the term of this lease shall
   expire as fully and completely as if such date were the date set
   forth above for the termination of this lease and Tenant shall
   forthwith quit, surrender and vacate the premises without prejudice
   however, to Landlord's rights and remedies against Tenant under the
   lease provisions in effect prior to such termination, and any rent
   owing shall be paid up to such date and any payments of rent made by
   Tenant which were on account of any period subsequent to such date
   shall be returned to Tenant. Unless Owner shall serve a termination
   notice as provided for herein, Owner shall make the repairs and
   restorations under the conditions of (b) and (c) hereof, with all
   reasonable expedition, subject to delays due to adjustment of
   insurance claims, labor troubles and causes beyond Owner's control.
   After any such casualty, Tenant shall cooperate with Owner's
   restoration by removing from the premises as promptly as reasonably
   possible, all of Tenant's salvageable inventory and moveable
   equipment, furniture, and other property. Tenant's liability for
   rent shall resume twenty (20) days after written notice from Owner
   that the premises are substantially ready for Tenant's occupancy.
   (e) Nothing contained hereinabove shall relieve Tenant from
   liability that may exist as a result of damage from fire or other
   casualty. Notwithstanding the foregoing, including Owner's
   obligation to restore under subparagraph (b) above, each party shall
   look first to any insurance in its favor before making any claim
   against the other party for recovery for loss or damage resulting
   from fire or other casualty, and to the extent that such insurance
   is in force and collectible and to the extent permitted by law,
   Owner and Tenant each hereby releases and waives all right of
   recovery with respect to subparagraphs (b), (d), and (e) above,
   against the other or any one claiming through or under each of them
   by way of subrogation or otherwise. The release and waiver herein
   referred to shall be deemed to include any loss or damage to the
   demised premises and/or to any personal property, equipment, trade
   fixtures, goods and merchandise located therein. The foregoing
   release and waiver shall be in force only if both releasors'
   insurance policies contain a clause providing that such a release or
   waiver shall not invalidate the insurance. If, and to the extent,
   that such waiver can be obtained only by the payment of additional
   premiums, then the party benefiting from the waiver shall pay such
   premium within ten days after written demand or shall be deemed to
   have agreed that the party obtaining insurance coverage shall be
   free of any further obligation under the provisions hereof with
   respect to waiver of subrogation. Tenant acknowledges that Owner
   will not carry insurance on Tenant's furniture and/or furnishings or
   any fixtures or equipment, improvements, or appurtenances removable
   by Tenant and agrees that Owner will not be obligated to repair any
   damage thereto or replace the same. (f) Tenant hereby waives the
   provisions of Section 227 of the Real Property Law and agrees that
   the provisions of this article shall govern and control in lieu
   thereof.

Eminent Domain:

10. If the whole or any part of the demised premises shall be
   acquired or condemned by Eminent Domain for any public or quasi
   public use or purpose, then and in that event, the term of this
   lease shall cease and terminate from the date of title vesting in
   such proceeding and Tenant shall have no claim for the value of any
   unexpired term of said lease and assigns to Owner, Tenant's entire
   interest in any such award. Tenant shall have the right to make an
   independent claim to the condemning authority for the value of
   Tenant's moving expenses and personal property, trade fixtures and
   equipment, provided Tenant is entitled pursuant to the terms of the
   lease to remove such property, trade fixture and equipment at the
   end of the term and provided further such claim does not reduce
   Owner's award.

SEE ARTICLE 69

Assignment, Mortgage, Etc.:

11. Tenant, for itself, its heirs, distributees, executors,
   administrators, legal representative, successor and assigns,
   expressly covenants that it shall not assign, mortgage or encumber
   this agreement, nor underlet, or suffer or permit the demised
   premises or any part thereof to be used by others, without the prior
   written consent of Owner in each instance. Transfer of the majority
   of the stock of a corporate Tenant or the majority partnership
   interest of a partnership Tenant shall be deemed an assignment. If
   this lease be assigned, or if the demised premises or any part
   thereof be underlet or occupied by anybody other than Tenant, Owner
   may, after default by Tenant, collect rent from the assignee,
   under-tenant or occupant, and apply the net amount collected to the
   rent herein reserved, but no such assignment, underletting,
   occupancy or collection shall be deemed a waiver of this covenant,
   or the acceptance of the assignee, under-tenant or occupant as
   tenant, or a release of Tenant from the further performance by
   Tenant of covenants on the part of Tenant herein contained. The
   consent by Owner to an assignment or underletting shall not in any
   wise be construed to relieve Tenant from obtaining the express
   consent in writing of Owner to any further or underletting.

SEE ARTICLE 59

Electric Current:
 
 [GRAPHIC]

12. Rates and conditions in respect to submetering or rent
   inclusion, as the case may be, to be added in RIDER attached hereto.
   Tenant covenants and agrees that at all times its use of electric
   current shall not exceed the capacity of existing feeders to the
   building or the risers or wiring installation and Tenant may not use
   any electrical equipment which, in Owner's opinion, reasonably
   exercised, will overload such installations or interfere with the
   use thereof by other tenants of the building. The change at any time
   of the character of electric service shall in no wise make Owner
   liable or responsible to Tenant, for any loss, damages or expenses
   which Tenant may sustain.

Access to Premises:

13. Owner or Owner's agents shall have the right (but shall not be
   obligated) to enter the demised premises in any emergency at any
   time, and, at other reasonable times, e.g. standard business hours,
   to examine the same and to make such repairs, replacements and
   improvements as Owner may deem necessary and reasonably desirable to
   the demised premises or to any other portion of the building or
   which Owner may elect to perform. Tenant shall permit Owner to use
   and maintain and replace pipes and conduits in and through the
   demised premises and to erect new pipes and conduits therein
   provided they are concealed within the walls, floor, or ceiling.
   Owner may, during the progress of any work in the demised premises,
   take all necessary materials and equipment into said premises
   without the same constituting an eviction nor shall the Tenant be
   entitled to any abatement of rent while such work is in progress nor
   to any damages by reason of loss or interruption of business or
   otherwise. Throughout the term hereof Owner shall have the right to
   enter the demised premises at reasonable hours for the purpose of
   showing the same to prospective purchasers or mortgagees of the
   building, and during the last six months of the term for the purpose
   of showing the

[GRAPHIC] Rider to be added if necessary.



same to prospective tenants. If Tenant is not present to open and
   permit an entry into the demised premises, Owner or Owner's agents
   may enter the same whenever such entry may be necessary or
   permissible by master key or forcibly and provided reasonable care
   is exercised to safeguard Tenant's property, such entry shall not
   render Owner or its agents liable therefor, nor in any event shall
   the obligations of Tenant hereunder be affected.

SEE ARTICLE 67

Vault, Vault Space, Area:

14. No Vaults, vault space or area, whether or not enclosed or
   covered, not within the property line of the building is leased
   hereunder, anything contained in or indicated on any sketch, blue
   print or plan, or anything contained elsewhere in this lease to the
   contrary notwithstanding. Owner makes no representation as to the
   location of the property line of the building. All vaults and vault
   space and all such areas not within the property line of the
   building which Tenant may be permitted to use and/or occupy, is to
   be used and/or occupied under a revocable license, and if any such
   license be revoked, or if the amount of such space or area be
   diminished or required by any federal, state or municipal authority
   or public utility, Owner shall not be subject to any liability nor
   shall Tenant be entitled to any compensation or diminution or
   abatement of rent, nor shall such revocation, diminution or
   requisition be deemed constructive or actual eviction. Any tax, fee
   or charge of municipal authorities for such vault or area shall be
   paid by Tenant.

Occupancy:

15. Tenant will not at any time use or occupy the demised premises
   in violation of the certificate of occupancy issued for the building
   of which the demised premises are a part. Tenant has inspected the
   premises and accepts them as is, subject to the riders annexed
   hereto with respect to Owner's work, if any. In any event, Owner
   makes no representation as to the condition of the premises and
   Tenant agrees to accept the same subject to violations, whether or
   not of record.

SEE ARTICLE 60

Bankruptcy:

16. (a) Anything elsewhere in this lease to the contrary
   notwithstanding, this lease may be cancelled by Owner by the sending
   of a written notice to Tenant within a reasonable time after the
   happening of any one or more of the following events: (1) the
   commencement of a case in bankruptcy or under the laws of any state
   naming Tenant as the debtor; or (2) the making by Tenant of an
   assignment or any other arrangement for the benefit of creditors
   under any state statute. Neither Tenant nor any person claiming
   through or under Tenant, or by reason of any statute or order of
   court, shall thereafter be entitled to possession of the premises
   demised but shall forthwith quit and surrender the premises. If this
   lease shall be assigned in accordance with its terms, the provisions
   of this Article 16 shall be applicable only to the party then owning
   Tenant's interest in this lease.

(b) it is stipulated and agreed that in the event of the
   termination of this lease pursuant to (a) hereof, Owner shall
   forthwith, notwithstanding any other provisions of this lease to the
   contrary, be entitled to recover from Tenant as and for liquidated
   damages an amount equal to the difference between the rent reserved
   hereunder for the unexpired portion of the term demised and the fair
   and reasonable rental value of the demised premises for the same
   period. In the computation of such damages the difference between
   any installment of rent becoming due hereunder after the date of
   termination and the fair and reasonable rental value of the demised
   premises for the period for which such installment was payable shall
   be discounted to the date of termination at the rate of four percent
   (4%) per annum. If such premises or any part thereof be re-let by
   the Owner for the unexpired term of said lease, or any part thereof,
   before presentation of proof of such liquidated damages to any
   court, commission or tribunal, the amount of rent reserved upon such
   re-letting shall be deemed to be the fair and reasonable rental
   value for the part or the whole of the premises so re-let during the
   term of the re-letting. Nothing herein contained shall limit or
   prejudice the right of the Owner to prove for and obtain as
   liquidated damages by reason of such termination, 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 the amount of the difference referred to above.

SEE ARTICLE 65

Default:

17. (1) If Tenant defaults in fulfilling any of the covenants of
   this lease other than the covenants for the payment of rent or
   additional rent; or if the demised premises become vacant or
   deserted; or if any execution or attachment shall be issued against
   Tenant or any of Tenant's property whereupon the demised premises
   shall be taken or occupied by someone other than Tenant; rejected
   under ss.235 of Title 11 of the U.S. Code (bankruptcy code); then,
   in any one or more of such events, upon Owner serving a written (15)
   business days notice upon Tenant specifying the nature of said
   default and upon the expiration of said fifteen (15) business days,
   if Tenant shall have failed to comply with or remedy such default,
   or if the said default or omission complained of shall be of a
   nature that the same cannot be completely cured or remedied within
   said (15) business day period, and if Tenant shall not have
   diligently commenced curing such default within such fifteen (15)
   business day period, and shall not thereafter with reasonable
   diligence and in good faith, proceed to remedy or cure such default,
   then Owner may serve a written five (5) days' notice of cancellation
   of this lease upon Tenant, and upon the expiration of said five (5)
   days this lease and the term thereunder shall end and expire as
   fully and completely as if the expiration of such five (5) day
   period were the day herein definitely fixed for the end and
   expiration of this lease and the term thereof and Tenant shall then
   quit and surrender the demised premises to Owner but Tenant shall
   remain liable as hereinafter provided.

(2) If the notice provided for in all five (5) days periods herein
   are changed to ten (10) business days hereof shall have been given,
   and the term shall expire as aforesaid; or if Tenant shall make
   default in the payment of the rent reserved herein or any item of
   additional rent herein mentioned or any part of either or in making
   any other payment and such default shall continue for more than ten
   (10) business days after notice (except that Owner shall not be
   obligated to give more than two such notices in any consecutive
   twelve month period of time, after which no notice of monetary
   default need be given during such twelve month period herein
   required; then and in any of such events Owner may without notice,
   re-enter the demised premises either by force or otherwise, and
   dispossess Tenant by summary proceedings or otherwise, and the legal
   representative of Tenant or other occupant of demised premises and
   remove their effects and hold the premises as if this lease had not
   been made, and Tenant hereby waives the service of notice of
   intention to re-enter or to institute legal proceedings to that end.
   If Tenant shall make default hereunder prior to date fixed as the
   commencement of any renewal or extension of this lease, Owner may
   cancel and terminate such renewal or extension agreement by written
   notice.

Remedies of Owner and Waiver of Redemption:

18. In case of any such default, re-entry, expiration and/or
   dispossess by summary proceedings or otherwise, (a) the rent shall
   become due thereupon and be paid up to the time of such re-entry,
   dispossess and/or expiration, (b) Owner may re-let the premises or
   any part or parts thereof, either in the name of Owner or otherwise,
   for a term or terms, which may at Owner's option be less than or
   exceed the period which would otherwise have constituted the balance
   of the term of this lease and may grant concessions or free rent or
   charge a higher rental than that in this lease, and/or (c) Tenant or
   the legal representatives of Tenant shall also pay Owner as
   liquidated damages for the failure of Tenant to observe and perform
   said Tenant's covenants herein contained, any deficiency between the
   rent hereby reserved and/or covenanted to be paid and the net
   amount, if any, of the rents collected on account of the lease or
   leases of the demised premises for each month of the period which
   would otherwise have constituted the balance of the term of this
   lease. The failure of Owner to re-let the premises or any part or
   parts thereof shall not release or affect Tenant's liability for
   damages. In computing such liquidated damages there shall be added
   to the said deficiency such expenses as Owner may incur in
   connection with re-letting, such as legal expenses, reasonable
   attorneys' fees, brokerage, advertising and for keeping the demised
   premises in good order or for preparing the same for re-letting. Any
   such liquidated damages shall be paid in monthly installments by
   Tenant on the rent day specified in this lease and any suit brought
   to collect the amount of the deficiency for any month shall not
   prejudice in any way the rights of Owner to collect the deficiency
   for any subsequent month by a similar proceeding. Owner, in putting
   the demised premises in good order or preparing the same for
   re-rental may, at Owner's option, make such alterations, repairs,
   replacements, and/or decorations in the demised premises as Owner,
   in Owner's sole judgement, considers advisable and necessary for the
   purpose of re-letting the demised premises, and the making of such
   alterations, repairs, replacements, and/or decorations shall not
   operate or be construed to release Tenant from liability hereunder
   as aforesaid. Owner shall in no event be liable in any way
   whatsoever for failure to re-let the demised premises, or in the
   event that the demised premises are re-let, for failure to collect
   the rent thereof under such re-letting, and in no event shall Tenant
   be entitled to receive any excess, if any, of such net rents
   collected over the sums payable by Tenant to Owner hereunder. In the
   event of a breach or threatened breach by Tenant of any of the
   covenants or provisions hereof, Owner shall have the right of
   injunction and the right to invoke any remedy allowed at law or in
   equity as if re-entry, summary proceedings and other remedies were
   not herein provided for. Mention in this lease of any particular
   remedy, shall not preclude Owner from any other remedy, in law or in
   equity. Tenant hereby expressly waives any and all rights of
   redemption granted by or under any present or future laws in the
   event of Tenant being evicted or dispossessed for any cause, or in
   the event of Owner obtaining possession of demised premises, by
   reason of the violation by Tenant of any of the covenants and
   conditions of this lease, or otherwise.

SEE ARTICLE 55

Fees and Expenses:

19. If Tenant shall default in the observance or performance of
   any term or covenant on Tenant's part to be observed or performed
   under or by virtue of any of the terms or provisions in any article
   of this lease, after notice if required and upon expiration of any
   applicable grace period if any, (except in an emergency), then,
   unless otherwise provided elsewhere in this lease, Owner may
   immediately or at any time thereafter and without notice perform the
   obligation of Tenant thereunder. If Owner, in connection with the
   foregoing or in connection with any default by Tenant in the
   covenant to pay rent hereunder, makes any expenditures or incurs any
   obligations for the payment of money, including but not limited to
   reasonable attorneys' fees, in instituting, prosecuting or defending
   any action or proceeding, and prevails in any such action or
   proceeding then Tenant will reimburse Owner or such sums so paid or
   obligations incurred with interest and costs. The foregoing expenses
   incurred by reason of Tenant's default shall be deemed to be
   additional rent hereunder and shall be paid by Tenant to Owner
   within ten (10) days of rendition of any bill or statement to Tenant
   therefor. If Tenant's lease term shall have expired at the time of
   making of such expenditures or incurring of such obligations, such
   sums shall be recoverable by Owner, as damages.

SEE ARTICLE 55

Building Alterations and Management:

20. Owner shall have the right at any time without the same
   constituting an eviction and without incurring liability to Tenant
   therefor to change the arrangement and/or location of public
   entrances, passageways, doors, doorways, corridors, elevators,
   stairs, toilets or other public parts of the building and to change
   the name, number or designation by which the building may be known.
   There shall be no allowance to Tenant for diminution of rental value
   and no liability on the part of Owner by reason of inconvenience,
   annoyance or injury to business arising from Owner or other Tenants
   making any repairs in the building or any such alterations,
   additions and improvements. Furthermore, Tenant shall not have any
   claim against Owner by reason of Owner's imposition of such controls
   of the manner of access to the building by Tenant's social or
   business visitors as the Owner may deem necessary for reasonably the
   security of the building and its occupants. Anything to the contrary
   contained herein notwithstanding, Owner shall not change the
   arrangement and/or location of toilets or corridors within the
   demised premises without written the prior consent of Tenant, which
   consent shall not be unreasonably withheld (giving due consideration
   to Tenant's and Owner's needs.

No Representations by Owner:

21. Neither Owner nor Owner's agents have made any representations
   or promises with respect to the physical condition of the building,
   the land upon which it is erected or the demised premises, the
   rents, leases, expenses of operation or any other matter or thing
   affecting or related to the premises except as herein expressly set
   forth and no rights, easements or licenses are acquired by Tenant by
   implication or otherwise except as expressly set forth in the
   provisions of this lease. Tenant has inspected the building and the
   demised premises and is thoroughly acquainted with their condition
   and agrees to take the same "as    is" and acknowledges that the
   taking of possession of the demised premises by Tenant shall be
   conclusive evidence that the said premises and the building of which
   the same form a part were in good and satisfactory condition at the
   time such possession was so taken, except as to latent defects. All
   understandings and agreements heretofore made between the parties
   hereto are merged in this contract, which alone fully and completely
   expresses the agreement between Owner and Tenant and any executory
   agreement



hereafter made shall be ineffective to change, modify, discharge or
   effect an abandonment of it in whole or in part, unless such
   executory agreement is in writing and signed by the party against
   whom enforcement of the change, modification, discharge or
   abandonment is sought.

End of Term:

22. Upon the expiration or other termination of the term of this
   lease, Tenant shall quit and surrender to Owner the demised
   premises, broom clean, in good order and condition, ordinary wear
   and damages which Tenant is not required to repair as provided
   elsewhere in this lease excepted, and Tenant shall remove all its
   property. Tenant's obligation to observe or perform this covenant
   shall survive the expiration or other termination of this lease.

SEE ARTICLE 55

Quiet Enjoyment:

23. Owner covenants and agrees with Tenant that upon Tenant paying
   the rent and additional rent and observing and performing all terms,
   covenants and conditions, on Tenant's part to be observed and
   performed, Tenant may peaceably and quietly enjoy the premises
   hereby demised, subject, nevertheless, to the terms and conditions
   of this lease including, but not limited to, Article 31 hereof and
   to the ground leases, underlying leases and mortgages hereinbefore
   mentioned.

Failure to Give Possession:

24. If Owner is unable to give possession of the demised premises
   on the date of the commencement of the term hereof, because of the
   holding-over or retention of possession of any tenant, undertenant
   or occupants or if the demised premises are located in a building
   being constructed, because such building has not been sufficiently
   completed to make the premises ready for occupancy or because of the
   fact that a certificate of occupancy has not been procured or for
   any other reason, Owner shall not be subject to any liability for
   failure to give possession on said date and the validity of the
   lease shall not be impaired under such circumstances, nor shall the
   same be construed in any wise to extend the term of this lease, but
   the rent payable hereunder shall be abated (provided Tenant is not
   responsible for Owner's inability to obtain possession or complete
   construction) until after Owner shall have given Tenant written
   notice that the Owner is able to deliver possession in condition
   required by this lease. If permission is given to Tenant to enter
   into the possession of the demises premises or to occupy premises
   other than the demised premises prior to the date specified as the
   commencement of the term of this lease, Tenant covenants and agrees
   that such possession and/or occupancy shall be deemed to be under
   all the terms, covenants, conditions and provisions of this lease
   except the obligation to pay the fixed annual rent set forth in the
   preamble to this lease. The provisions of this article are intended
   to constitute "an express provision to the contrary" within the
   meaning of Section 223-a of the New York Real Property Law.

No Waiver:

25. The failure of Owner to seek redress for violation of, or to
   insist upon the strict performance of any covenant or condition of
   this lease or of any of the Rules or Regulations, set forth or
   hereafter adopted by Owner, shall not prevent a subsequent act which
   would have originally constituted a violation from having all the
   force and effect of an original violation, The receipt by Owner of
   rent and/or additional rent with knowledge of the breach of any
   covenant of this lease shall not be deemed a waiver of such breach
   and no provision of this lease shall be deemed to have been waived
   by Owner unless such waiver be in writing signed by Owner. No
   payment by Tenant or receipt by Owner of a lesser amount than the
   monthly rent herein stipulated shall be deemed to be other than on
   account of the earliest stipulated rent, nor shall any endorsement
   or statement of any check or any letter accompanying any check or
   payment as rent be deemed an accord and satisfaction, and Owner may
   accept such check or payment without prejudice to Owner's right to
   recover the balance of such rent or pursue any other remedy in this
   lease provided. No act or thing done by Owner or Owner's agents
   during the term hereby demised shall be deemed an acceptance of a
   surrender of said premises, and no agreement to accept such
   surrender shall be valid unless in writing signed by Owner. No
   employee of Owner or Owner's agent shall have any power to accept
   the keys of said premises prior to the termination of the lease and
   the delivery of keys to any such agent or employee shall not operate
   as a termination of the lease or a surrender of the premises.

SEE ARTICLE 64

Waiver of Trial by Jury:

26. It is mutually agreed by and between Owner and Tenant that the
   respective parties hereto shall and they hereby do waive trial by
   jury in any action proceeding or counterclaim brought by either of
   the parties hereto against the other (except for personal injury or
   property damage) on any matters whatsoever arising out of or in any
   way connected with this lease, the relationship of Owner and Tenant,
   Tenant's use of or occupancy of said premises, and any emergency
   statutory or any other statutory remedy. It is further mutually
   agreed that in the event Owner commences any proceeding or action
   for possession including a summary proceeding for possession of the
   premises, Tenant will not interpose any counterclaim of whatever
   nature or description in any such proceeding including a
   counterclaim under Article 4 except for statutory mandatory
   counterclaims.

Inability to Perform:

27. This Lease and the obligation of Tenant to pay rent hereunder
   and perform all of the other covenants and agreements hereunder on
   part of Tenant to be performed shall in no wise be affected,
   impaired or excused because Owner is unable to fulfill any of its
   obligations under this lease or to supply or is delayed in supplying
   any service expressly or impliedly to be supplied or is unable to
   make, or is delayed in making any repair, additions, alterations or
   decorations or is unable to supply or is delayed in supplying any
   equipment, fixtures, or other materials if Owner is prevented or
   delayed from so doing by reason of strike or labor troubles or any
   cause whatsoever including, but not limited to, government
   preemption or restrictions or by reason of any rule, order or
   regulation of any department or subdivision thereof of any
   government agency or by reason of the conditions which have been or
   are affected, either directly or indirectly, by war or other
   emergency.

Bills and Notices:

28. Except as otherwise in this lease provided, a bill, statement,
   notice or communication which Owner may desire or be required to
   give to Tenant, shall be deemed sufficiently given or rendered if,
   in writing, delivered to Tenant personally or sent by registered or
   certified mail addressed to Tenant at the building of which the
   demised premises form a part or at the last known residence address
   or business address of Tenant or left at any of the aforesaid
   premises addressed to Tenant, and the time of the rendition of such
   bill or statement and of the giving of such notice or communication
   shall be deemed to be the time when the same is delivered to Tenant,
   mailed, or left at the premises as herein provided. Any notice by
   Tenant to Owner must be served by registered or certified mail
   addressed to Owner at the address first hereinabove given or at such
   other address as Owner shall designate by written notice, or by hand
   with receipt signed by Owner.

SEE ARTICLE 61

Services Provided by Owners:

29. As long as Tenant is not in default under any of the covenants
   of this lease beyond the applicable grace period provided in this
   lease for the curing of such defaults, Owner shall provide: (a)
   necessary elevator facilities on business days from 8 a.m. to 6 p.m.
   and have one elevator subject to call at all other times; (b) heat
   to the demised premises when and as required by law, on business
   days from 8 a.m. to 6 p.m.; (c) water for ordinary lavatory
   purposes, but if Tenant uses or consumes water for any other
   purposes or in unusual quantities (of which fact Owner shall be the
   sole judge), Owner may install a water meter at Tenant's expense
   which Tenant shall thereafter maintain at Tenant's expense in good
   working order and repair to register such water consumption and
   Tenant shall pay for water consumed as shown on said meter as
   additional rent as and when bills are rendered; (d) cleaning service
   for the demised premises on business days at Owner's expense
   provided that the same are kept in order by Tenant. If, however,
   said premises are to be kept clean by Tenant, it shall be done at
   Tenant's sole expense, in a manner reasonably satisfactory to Owner
   and no one other than persons approved by Owner shall be permitted
   to enter said premises or the building of which they are a part for
   such purpose. Tenant shall pay Owner the cost of removal of any of
   Tenant's refuse and rubbish from the building; (e) If the demised
   premises are serviced by Owner's and conditioning/cooling and
   ventilating system, air conditioning/ cooling will be furnished to
   tenant from May 15th through September 30th on business days
   (Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00
   p.m., and ventilation will be furnished on business days during the
   aforesaid.

[GRAPHIC] RIDER to be added in respect to rates and conditions for
   such additional service; (f) Owner reserves the right to stop
   services of the heating, elevators, plumbing, air-conditioning,
   electric, power systems or cleaning or other services, if any, when
   necessary by reason of accident or for repairs, alterations,
   replacements or improvements necessary or desirable in the
   reasonable judgment of Owner for as long as may be reasonably
   required by reason thereof. If the building of which the demised
   premises are a part supplies manually operated elevator service,
   Owner at any time may substitute automatic control elevator service
   and proceed diligently with alterations necessary therefor without
   in any wise affecting this lease or the obligation of Tenant
   hereunder.

Captions:

30. The Captions are inserted only as a matter of convenience and
   for reference and in no way define, limit or describe the scope of
   this lease nor the intent of any provisions thereof.

Definitions:

31. The term "office", or "offices", wherever used in this lease,
   shall not be construed to mean premises used as a store or stores,
   for the sale or display, at any time, of goods, wares or
   merchandise, of any kind, or as a restaurant, shop, booth, bootblack
   or other stand, barber shop, or for other similar purposes or for
   manufacturing. The term "Owner" means a landlord or lessor, and as
   used in this lease means only the owner, or the mortgagee in
   possession, for the time being of the land and building (or the
   owner of a lease of the building or of the land and building) of
   which the demised premises form a part, so that in the event of any
   sale or sales of said land and building or of said lease, or in the
   event of a lease of said building, or of the land and building, the
   said Owner shall be and hereby is entirely freed and relieved of all
   covenants and obligations of Owner hereunder, and it shall be deemed
   and construed without further agreement between the parties or their
   successors in interest, or between the parties and the purchaser, at
   any such sale, or the said lessee of the building, or of the land
   and building, that the purchaser or the lessee of the building has
   assumed and agreed to carry out any and all covenants and
   obligations of Owner, hereunder. The words "re-enter" and "re-entry"
   as used in this lease are not restricted to their technical legal
   meaning. The term "business days" as used in this lease shall
   exclude Saturdays, Sundays and all days as observed by the State or
   Federal Government as legal holidays and those designated as
   holidays by the applicable building service union employees service
   contract or by the applicable Operating Engineers contract with
   respect to HVAC service. Wherever it is expressly provided in this
   lease that consent shall not be unreasonably withheld, such consent
   shall not be unreasonably delayed.

Adjacent Excavation-Shoring:

32. If an excavation shall be made upon land adjacent to the
   demised premises, or shall be authorized to be made, Tenant shall
   afford to the person causing or authorized to cause such excavation,
   license to enter upon the demised premises for the purpose of doing
   such work as said person shall deem necessary to preserve the wall
   or the building of which demised premises form a part from injury or
   damage and to support the same by proper foundations without any
   claim for damages or indemnity against Owner, or diminution or
   abatement of rent.

Rules and Regulations:

33. Tenant and Tenant's servants, employees, agents, visitors, and
   licensees shall observe faithfully, and comply strictly with, the
   Rules and Regulations and such other and further reasonable Rules
   and Regulations as Owner or Owner's agents may from time to time
   adopt. Notice of any additional rules or regulations shall be given
   in such manner as Owner may elect. In case Tenant disputes the
   reasonableness of any additional Rule or Regulation hereafter made
   or adopted by Owner or Owner's agents, the parties hereto agree to
   submit the question of the reasonableness of such Rule or Regulation
   for decision to the New York office of the American Arbitration
   Association, whose determination shall be final and conclusive upon
   the parties hereto. The right to dispute the reasonableness of any
   additional Rule or Regulation upon Tenant's part shall be deemed
   waived unless the same shall be asserted by service of a notice, in
   writing upon Owner within fifteen (15) days after the giving of
   notice thereof. Nothing

---



in this lease contained shall be construed to impose upon Owner any
   duty or obligation to enforce the Rules and Regulations or terms,
   covenants or conditions in any other lease, as against any other
   tenant and Owner shall not be liable to Tenant for violation of the
   same by any other tenant, its servants, employees, agents, visitors
   or licensees.

SEE ARTICLE 66

Security:

[GRAPHIC]

34. Tenant has deposited with Owner either an irrevocable letter
   of credit drawn on a NY bank satisfactory to Owner or the sum of
   $79,500.00* as security for the faithful provisions and conditions
   of this lease; it is agreed that in the event Tenant defaults in
   respect of any of the terms, provisions and conditions of this
   lease, including, but not limited to, the payment of rent and
   additional rent, Owner may use, apply or retain the whole or any
   part of the security so deposited to the extent required for the
   payment of any rent and additional rent or any other sum as to which
   Tenant is in default or for any sum which Owner may expend or may be
   required to expend by reason of Tenant's default in respect of any
   of the terms, covenants and conditions of this lease, including but
   not limited to, any damages or deficiency in the re-letting of the
   premises, whether such damages or deficiency accrued before or after
   summary proceedings or other re-entry by Owner. 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 date fixed as the end of the
   Lease and after delivery of entire possession of the demised
   premises to Owner. In the event of a sale of the land and building
   or leasing of the building, of which the demised premises form a
   part, Owner shall have the right to transfer the security to the
   vendee or lessee and Owner shall thereupon be released by Tenant
   from all liability for the return of such security; and Tenant
   agrees to look to the new Owner solely for the return of said
   security, and it is agreed that the provisions hereof shall apply to
   every transfer or assignment made of the security to a new Owner.
   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 Owner nor its successors or assigns shall
   be bound by any much assignment, encumbrance, attempted assignment
   or attempted encumbrance. Owner shall deliver estoppel certificate
   to Tenant on same general terms.

Estoppel Certificate:

35. Tenant, at any time, and from time to time, upon at least 10
   days' prior notice by Owner, shall execute, acknowledge and deliver
   to Owner, and/or to any other person, firm or corporation specified
   Owner, a statement certifying that this Lease is unmodified and in
   full force and effect (or, if there have been modifications, that
   the same is in full force and effect as modified and stating the
   modifications), staring the dates to which the rent and additional
   rent have been paid, and stating whether or not there exists and any
   default by Owner under this Lease, and, if so, specifying each such
   default.

Successors and Assigns:

36. The covenants, conditions and agreements contained in this
   lease shall bind and inure to the benefit of Owner and Tenant and
   their respective heirs, distributees, executors, administrators,
   successors, and except otherwise provided in this lease, their
   assigns. Tenant shall look only to Owner's estate and interest in
   the land and building, for the satisfaction of Tenant's remedies for
   the collection of a judgment (or other judicial process) against
   Owner in the event of any default by Owner hereunder, and no other
   property or assets of such Owner (or any partner, member, officer or
   director thereof, disclosed or undisclosed), shall be subject to
   levy, execution or other enforcement procedure for the satisfaction
   of Tenant's remedies under or with respect to this lease, the
   relationship of Owner and Tenant hereunder, or Tenant's use and
   occupancy of the demised premises.

---

* to be reduce to $53,000 in year 4 provided Tenant
   shows a net worth of at least $5 million in a then-current filing
   with the S.E.C.



Additional Clauses attached to and forming a part of lease dated
   April ___ , 1999 between 120 Partners, Owner, and foreignTV.com,
   Inc., a Delaware corporation, Tenant.

37. Overlease: This lease is subject and subordinate to an
   overlease (the "Overlease") dated October 1, 1985 between 120 Fifth
   Avenue Associates, a New York limited partnership having an office
   at 342 Madison Avenue, New York, New York, as Landlord, and 120
   Partners, as Tenant (120 Fifth Avenue Associates is hereinafter
   referred to as "Overlandlord", 120 Partners is herein referred to as
   "Owner").

38. Owner's Work: Owner shall not be obligated to make any
   repairs, alterations, improvements or additions to said demised
   premises for Tenant's occupancy, except that Owner shall, at its
   sole cost and expense, perform such repairs, alterations,
   improvements or additions to said demised premises as are herein
   specifically set forth herein ("Owner's Work"). All such work shall
   be performed by Owner in accordance with applicable laws or other
   governmental authority, but Owner's failure to do so shall not,
   alone, mean that demised premises have not been "substantially"
   completed or otherwise entitle Tenant to make any claim that the
   term of this lease has not commenced.

39. RENTAL: (A) The payments reserved under this lease for the
   term hereof shall be and consist of the aggregate of:

> (i) "Minimum Rent" shall be as follows: commencing
>    upon the Commencement Date (as defined in Article 40) and continuing
>    until the expiration date of this lease, $159,000.00 per annum
>    ($13,250.00 per month) in lease years 1 through 4, and $169,600.00
>    per annum ($14,133.33 per month) in lease years 5 through 7.
>  (ii) "Additional Rent", consisting of all such other sums of money
>    as shall become due from and payable by Tenant to Owner pursuant to
>    the terms of this lease (for default in payment of which Owner shall
>    have the same remedies as a default in payment of Minimum Rent).
>  (B) So long as Tenant shall not be in default under this lease
>    beyond any applicable notice and grace period, Tenant shall not be
>    obligated to pay to Owner the second monthly installment of Minimum
>    Rent as due under this lease.

40. TERM: (A) The term of this lease shall (i) commence on (the
   "Commencement Date") which shall be the first day of the month
   immediately following the date on which Owner's Work has been
   substantially completed (which, for the purposes hereof shall mean
   that the same are usable by Tenant), and (ii) May 30, 2006.

> (B) As used in subparagraph (A) of this Article 40,
>    Owner's Work shall be deemed substantially completed notwithstanding
>    that only minor or insubstantial details of construction, or
>    mechanical adjustment, remain to be performed.
>  (C) Owner and Tenant shall, within ten (10) days after request of
>    the other party hereto execute and exchange an agreement in form
>    reasonably satisfactory to Owner and Tenant confirming the
>    Commencement Date and the Expiration Date of the term, and
>    additional agreement in substantially the same form confirming the
>    Rental Commencement Date (as hereafter defined). Either party's
>    failure to timely execute any such agreement within a reasonable
>    time after submission by the other shall be deemed a material
>    default under this lease, except that if there is a bona fide
>    question on the part of Tenant regarding the Rental Commencement
>    Date, Tenant agrees that the Owner's determination of the Rental
>    Commencement Date shall be determinative and binding unless another
>    date is agreed upon by the parties.
>  (D) If Owner's Work shall be delayed due to any act or omission of
>    Tenant or any of its employees, agents of contractors or any failure
>    (not due to an act or omission of owner or any of its employees,
>    agents or contractors) to plan or execute Tenant's Work diligently
>    and expeditiously, which shall continue after owner shall have given
>    Tenant reasonable written notice that such act, omission or failure
>    would result in delay, and such delay shall have been unavoidable by
>    Owner in the exercise of reasonable diligence and prudence, then
>    Owner's Work shall be deemed to have been substantially completed on
>    the date when same would have been substantially completed but for
>    such a delay.
>  (E) Owner agrees to remove all movable partitions and fixtures,
>    paint the premises with one coat of building standard white paint;
>    and turn over demise to Tenant in "broom clean" condition.



41. Tenant's Installations: All work necessary or desirable to make
   the demised premises initially suitable for Tenant's use and
   occupancy and any other work which Tenant may be permitted to
   perform pursuant to the terms of this lease shall be performed by
   Tenant (or such party) at Tenant's (or such party's) own cost and
   expense (hereinafter called "Tenant's Work"). Tenant's Work to be
   performed by Tenant (or such party) in the demised premises or
   elsewhere in the building shall be subject to the following
   conditions in addition to those elsewhere set forth in this lease:

> (A) Prior to commencing Tenant's Work, all plans and
>    specifications therefore shall be submitted to Owner for Owner's
>    prior written approval (which approval, if so required pursuant to
>    Article 3, shall not be unreasonably withheld or delayed). The
>    approval by Owner of any of Tenant's plans and specifications shall
>    not constitute an assumption of any liability on the part of the
>    Owner for their accuracy or their conformity with applicable law,
>    and Tenant shall be solely responsible therefor. Approval by Owner
>    of any Tenant's plans and specifications shall not constitute a
>    waiver by Owner of the right to in good faith thereafter require
>    Tenant to amend same to provide for omissions or errors therein
>    later discovered by Owner.
>  (B) Tenant's Work shall be completed (i) with reasonable dispatch,
>    (ii) in accordance with the plans and specifications submitted, to
>    and approved in writing by, Owner pursuant to subparagraph (A)
>    hereof. Owner reserves the right, from time to time, to inspect work
>    in progress for the purpose of approving or disapproving the quality
>    of workmanship and its conformity with approved plans,
>    specifications and drawings. In the event Owner has a construction
>    superintendent or other representative on the premises, Tenant's
>    contractors will be subject to such construction superintendent's or
>    representatives' reasonable rules and regulations as promulgated by
>    him especially as to the orderly flow of work, utilization of
>    on-site utilities, loading, unloading, and non-interference with
>    Owner's performance of Owner's Work, or with the other tenants,
>    occupants, customers, agents or invitees or any other parties
>    lawfully in or upon the building.
>  (C) Owner shall reimburse to Tenant up to $10,000.00 toward the
>    cost of Tenant's flooring or decorating, by way of a rent credit for
>    the month following submission by Tenant of paid bills and required
>    approvals for said work.
>  (D) All of Tenant's Work shall be done in such a manner so as not
>    to materially interfere with, delay or impose any additional expense
>    upon Owner in the maintenance of the building. In no event shall
>    Owner be required to consent to any Tenant's Work which would
>    physically affect any part of the building outside of the demised
>    premises or would, in Owner's sole judgement, affect the proper
>    functioning of any of the mechanical, electrical, sanitary or other
>    systems of the building.
>  (E) Prior to commencing Tenant's Work, Tenant shall at its own
>    cost and expense deliver to Owner an endorsement of its policy
>    comprehensive general liability insurance referred to in this lease,
>    covering the risk during the course of performance of Tenant's Work,
>    together with proof of payment of such endorsement, which policy as
>    endorsed shall protect Owner in the same amounts against and claims
>    or liability arising out of Tenant's Work, and Tenant or Tenant's
>    contractors shall obtain workmen's compensation insurance to cover
>    all persons engaged in Tenant's Work.
>  (F) Notwithstanding anything in this lease to the contrary, Tenant
>    shall make all repairs to the building necessitated by Tenant's Work
>    permitted hereunder.

42. UTILITIES:

> (A) It is expressly understood that, except as
>    expressly provided for in Article 29 of this lease, Owner shall not
>    supply to the demised premises any utilities or building services of
>    any kind. Tenant agrees to make its own arrangements with the public
>    utility company servicing the demised premises for the furnishing of
>    and payment for all charges for electricity, and other utilities
>    consumed by Tenant in the demised premises, except for those
>    utilities or services which Owner is expressly obligated to supply
>    pursuant to Article 29. Tenant shall, in addition, pay for the
>    installation of any required meters, except as otherwise provided in
>    Exhibit A. In no event shall Owner be responsible for charges for
>    electricity, gas, steam, heat, water or any other utilities consumed
>    in the demised premises by Tenant except for charges arising from
>    owner's furnishing of the utilities or services owner is to provide
>    in accordance with Article 29. All meters at the demised premises
>    for the purpose of measuring tenant's consumption of the respective
>    utilities (electricity, gas, steam, etc.), including the existing
>    electric meter described above, shall be maintained by Tenant at
>    Tenant's sole cost and expense, in a good order and condition.
>    Tenant acknowledges that it has inspected the demised premises and
>    the building of which the demised premises and the building of which
>    the demised premises forms a part, and is satisfied as to the
>    availability or the unavailability of utilities for use by Tenant



in the operation of its business subject to Owner's compliance with
   its obligations under this lease. Owner makes no representations to
   Tenant as to the availability or unavailability of said utilities.

> (B) Interruption or curtailment of any utility or
>    service shall not constitute a constructive or partial eviction, nor
>    entitle Tenant to any compensation or abatement of rent. In no event
>    shall Tenant in any way interfere with or tie in to any electrical
>    feeders, risers or other electrical installations within the
>    building other than those which are metered for Tenant's use.
>  (C) Tenant shall not, without Owner's prior written consent in
>    each instance which shall not be unreasonably withheld, connect any
>    fixtures, appliances or equipment (other than a reasonable number of
>    table or floor lamps, typewriters copy machines, computers, a
>    refrigerator and stove with cooking element, and similar small
>    office machines using comparable electric current as long as the use
>    thereof will not exceed the electrical capacity of the demised
>    premises) to the building's electric distribution system nor make
>    any alterations or addition to the electric system of the demised
>    premises. Should Owner grant such consent, all additional riser or
>    other equipment required therefor and all reasonable and customary
>    costs associated with the installation of same shall be provided at
>    Tenant's expense including, without limitation, expenses for filing
>    and supervision, which shall be paid by Tenant one-half upon owner's
>    demand the remainder upon substantial completion.

43. INCREASE IN TAXES: (A) As used in this lease:

> (i) "Taxes" shall mean the real estate taxes and
>    assessments and special assessments imposed upon the building and/or
>    the land on which the building is situated by any other governmental
>    bodies or authorities, excluding franchise taxes, income taxes and
>    estate taxes. If at any time, during the term of this lease the
>    methods of taxation prealtered so that in lieu of, or as an addition
>    to or as a substitute for the whole or any part of taxes,
>    assessments, levies, impositions or charges now levied, assessed or
>    imposed (a) a tax, assessment, levy or otherwise on the rents
>    received therefrom, or (b) a license fee measured by the rent
>    payable by Tenant to Owner or (c) any other such additional or
>    substitute tax, assessments, levies, impositions or charges or the
>    part thereof so measured or based shall be deemed to be included
>    within the term "Taxes" for the purpose hereof. If any assessment is
>    payable in installments, only those installments affecting periods
>    of time during the term of this lease shall be included in Taxes.
>  (ii) "Tax Year" shall mean the fiscal year for which Taxes are
>    levied by the governmental authority.
>  (iii) "Tenant's Share" shall be 9.1%.
>  (iv) "Base Tax" shall mean an amount equal to the Taxes as finally
>    determined for the period July 1, 1999 - June 30, 2000.
>  (B) (i) If the Tax for any Tax Year shall be more than the Base
>    Tax, Tenant shall pay as Additional Rent for such Tax Year an amount
>    equal to Tenant's Share of the amount by which the Taxes for such
>    Tax Year are greater than Base Tax (the amount payable by tenant is
>    hereinafter called the "Tax Payment"). The Tax Payment shall be
>    prorated, if necessary, to correspond with that portion of a Tax
>    Year occurring within the term of this lease. The Tax Payment shall
>    be payable by Tenant within ten (10) days after receipt of a demand
>    from Owner therefor, provided, however, that such payment shall be
>    due no more than thirty days prior to the date the actual
>    installment shall be due. In addition to and supplementing the
>    foregoing, Owner may estimate the amount of the Tax Payment which
>    will be due from Tenant to owner and notify Tenant of the amount so
>    estimated. Thereupon, Tenant shall pay the amount so estimated to
>    owner, in equal monthly installments, in advance, on the first day
>    of each calendar month during the applicable Tax Year. Within sixty
>    (60) days after the end of each Tax Year, Owner shall deliver a copy
>    of Tenant of all tax bills for such Tax Year, together with
>    statement showing the amount of Tenant's Tax Payment. If the amount
>    of such monthly payments paid by Tenant Tax Payment. If the amount
>    of such monthly payments paid by Tenant exceeds the actual amount
>    due, the overpayment shall be credited on Tenant's next succeeding
>    payment or, during the last year of the term, Owner will refund such
>    excess to Tenant within thirty (30) days following the expiration of
>    the term, if Tenant is not in default thereunder. If the amount of
>    such monthly payments paid by Tenant shall be less than the actual
>    amount due then Tenant shall be less than the actual amount due,
>    then Tenant shall pay to Owner the difference between the amount
>    paid by Tenant and the actual amount due within then (10) days after
>    demand from Owner.



> (ii) In the event the Base Tax is reduced as a result
>    of an appropriate proceeding, Owner shall have the right to adjust
>    the amount of Tax Payment due from Tenant for any Tax Year in which
>    Tenant is or was obligated to pay a Tax Payment hereunder, and
>    Tenant agrees to pay the amount of said adjustment on the next
>    rental installments day immediately following receipt of a rent
>    statement from owner setting forth the amount of said adjustment.

(C) Except as provided in (F) below, only Owner shall be eligible
   to institute tax reduction or other proceedings to reduce the
   assessed valuation of the land and the building. If during or after
   expiration of the lease Owner shall receive a refund for any Tax
   Year in which a Tax Payment shall have been made by Tenant, Owner
   shall repay to Tenant Tenant's Share of such refund after deducting
   therefrom the costs and expenses of obtaining such refund. If Owner
   should effect a reduction in assessed valuation (not to exceed the
   amount of savings in Taxes realized by Tenant.

(D) With respect to any period at the expiration of the term of
   this lease which shall constitute a partial Tax Year, Owner's
   statement shall apportion the amount of the additional rent due
   hereunder. The obligation to Tenant in respect to such additional
   rent applicable for the last year of the term of this lease or part
   thereof shall survive the expiration of the term of this lease.

(E) Notwithstanding the fact that the increase in rent is measured
   by an increase in Taxes, such increase is additional rent and shall
   be paid by Tenant as provided herein regardless of the fact that
   Tenant may be exempt, in whole or in part, from the payment of any
   taxes by reason of Tenant's diplomatic or other tax exempt status or
   for any other reason whatsoever.

(F) Provided tenants of the building which have leased more than
   fifty (50%) percent of the leaseable area in the building (the
   "Certiorari Quorum") shall request the same, in writing, Owner
   shall, and upon timely request by such tenants, Owner shall, within
   the respective times prescribed by law for such purposes:

> (i) file an application with the Tax Commission of
>    the City of New York, or with such other body as shall have the
>    power to fix or review assessed valuations, for reduction of the
>    assessed valuation of the building and the land, and
>  (ii) file a petition or other appropriated pleading for the
>    purpose of obtaining a judicial review of such assessed valuation
>    (any such judicial review being hereafter called a "Proceeding").
>    Owner shall provide Tenant with copies of any application, petition
>    or other pleading filed pursuant to this Section. If any Proceeding
>    has not been finally determined, whether by trial (including
>    appeals) or by settlement, within, three years after the institution
>    thereof by Owner, Owner shall, within thirty (30) days following
>    request by Tenant specifically referring to this Section 43(F),
>    notify Tenant:
>  (a) that Owner agrees to diligently prosecute such
>    Proceeding to final determination, or
>  (b) that Owner does not intend to take any further action in
>    connection with such Proceeding.

If Owner, pursuant to the next preceding sentence, shall notify
   Tenant that Owner does not intend to take any further action in
   connection with such Proceeding, Tenant may (as long as the
   Certiorari Quorum also desires to do so) (but shall not be obligated
   to) prosecute, settle, discontinue, abandon or otherwise bring such
   Proceeding to a final determination, and Landlord, at Tenant's sole
   cost and expense, shall cooperate with Tenant in such action as
   Tenant may reasonably propose for such purpose. The decision to
   settle any such continued Proceeding and the terms of such
   settlement which will be binding on the Certiorari Quorum shall be
   made by the building tenant in the Certiorari Quorum leasing the
   greatest area within the building. After reimbursement to Owner of
   such expenses as Owner may have incurred in connection with such
   Proceeding; Tenant shall be entitled to receive out of the remaining
   proceeds of any refund of Taxes resulting from such Proceeding,
   reimbursement for the reasonable costs and expenses incurred by
   Tenant in bringing such Proceeding.

44. EXPENSE ESCALATION:

> (A) For the purposes of this lease:
>  (i) "Operating Expenses" shall mean any or all expenses (and taxes
>    thereon, if any) incurred by Owner in connection with the
>    maintenance, operation, repair (which for the purposes hereof shall
>    include replacement where appropriate, subject to the provisions
>    hereof with respect to amortization of capital expenditures), and
>    management of the



> building including, but not limited to, all expenses
>    incurred as a result of Owner's compliance with any of its
>    obligations hereunder other than Owner's Work (as well as Owner's
>    Work for other tenants of the Building), or under any other leases
>    with and other tenants of the building, except as expressly limited
>    hereinafter, and such expenses shall include, without duplication
>    and without limitation: (a) salaries, wages, medical, surgical and
>    general welfare benefits (including group life insurance), pension
>    payments and other fringe benefits of employees of Owner (other than
>    its executive-level employees) engaged in operation, maintenance and
>    repair; (b) payroll taxes, workers' compensation, uniforms and dry
>    cleaning for the employees referred to in subdivision (a); (c) the
>    cost of all charges for steam, heat, ventilation, air conditioning,
>    water (including sewer rental) or other utilities furnished to the
>    building and/or used in the operation of any of the service
>    facilities of the building and the cost of all charges for
>    electricity furnished the public and service areas of the building
>    and/or used in the operation, maintenance and repair of all of the
>    service and other common facilities of the building, including any
>    taxes on any of such facilities; (d) the cost of all charges for all
>    insurance carried by Owner, including rent, casualty, war risk
>    insurance (if obtainable from the United States government) and
>    liability; (e) the cost (purchase price or rental) of all materials,
>    supplies, tools, machinery and equipment used in connection with the
>    operation, maintenance, repair and management of the building, and
>    charges for telephone for the building; (f) the cost of all charges
>    for interior and exterior landscaping and decoration, painting of
>    non-tenant areas, window cleaning, building cleaning and service,
>    repair and maintenance contracts; (g) the cost of rentals of capital
>    equipment designed to result in savings or reductions in Operating
>    Expenses; (h) professional and consulting fees, including legal and
>    accounting fees other than those directly connected with financing
>    (i) charges for independent contractors and labor costs incurred in
>    performing work otherwise included within the definition of
>    operating Expenses; (j) association fees or dues; (k) replacements
>    and improvements which are necessary or appropriate for the
>    continued operation of the building as a first class office
>    building, including without limitation, those relating to the
>    heating, air conditioning, mechanical and electrical systems and
>    elevators (subject to the provisions hereof with respect to
>    amortization of capital expenditures); and management fees for the
>    management of the building.
>  (ii) Operating Expenses shall not include (1) costs of painting
>    and decorating for any occupant's space or other alterations or
>    improvements made to any rentable areas exclusively to prepare same
>    for occupancy, or if not exclusively made for occupancy, the cost
>    shall be equitably apportioned; (2) renting or similar commissions;
>    (3) franchise taxes or income taxes of Owner; (4) real estate taxes
>    (5) the cost of any items for which Owner was reimbursed by
>    insurance or otherwise compensated (or would have been so reimbursed
>    or compensated but for owner's default under its applicable
>    insurance policy or failure to take reasonably prudent action, it
>    being understood that a customary and prudent deductible is not to
>    be deemed such a failure); (6) any cost representing an amount paid
>    to an entity related to Owner which is in excess of the amount which
>    would have been paid in the absence of such relationship; (7)
>    advertising and promotional expenditures; (8) the cost of the items
>    described in (i) above rendered or performed by Owner for the
>    exclusive benefit of any other tenant in the building to the extent
>    such items are in excess of those to be afforded or rendered to
>    Tenant under this lease; (9) legal and accounting fees incurred by
>    Owner in the preparation of leases or in disputes with tenants of
>    the building; (10) expenditures for capital improvements except (A)
>    those which under generally applied real estate practice are
>    expensed or regarded as deferred expenses and (B) for capital
>    improvements required by law or (C) for capital improvements which
>    result in a saving in the amount of Operating Expenses, in any of
>    such cases the cost thereof shall be included in Operating Expenses
>    for the Operational Year in which the costs are incurred and
>    subsequent Operational Years, on a straight line basis, over the
>    useful life thereof with interest determined at the time of owner's
>    having incurred said expenditure in accordance with Article 56. If
>    during any Operational Year or during the Base Expense Year Owner
>    shall not furnish any particular items(s) of work, service or
>    otherwise incur item(s)of Operating Expense due to the fact that
>    construction of portion(s) of the building is not completed, or such
>    portions(s) is not occupied or leased, or because any such item is
>    not required or desired by the tenant of such portion, or such
>    tenant is itself obtaining and providing such items, or for other
>    reasons, then for the purpose of computing the additional rent
>    payable hereunder, the amount of Operating Expenses for such item(s)
>    for such period shall be increased by an amount equal to the
>    additional operating, maintenance, and other expenses which would
>    reasonably have been incurred during such period by Owner if it has
>    at its own expense furnished such item(s) to such portion of the
>    building.
>  (iii) "Operational Year" shall mean each full calendar year during
>    the term of this lease occurring after the "Base Expense Year." The
>    Base Expense Year shall mean the 1999 calendar year.

> (iv) "Tenant's Projected Share of Operating Expenses"
>    shall mean the amount which Owner estimates will be the amount of
>    Tenant's Operating Expense Payment (as hereinafter defined) for an
>    Operational Year.
>  (B) After the expiration of the Base Expense



> Year and any Operational Year, Owner shall furnish
>    Tenant a statement prepared by its accountant (or, if not prepared
>    by such accountant, certified by Owner to its knowledge) setting
>    forth the aggregate amount of the Operating Expenses for such Base
>    Expense Year or Operational Year as the case may be. Each statement
>    furnished under this Article 44 is hereinafter called an "Operating
>    Statement." Each Operating Statement shall at least allocate
>    Operating Expenses into the following categories: (i) payroll, (ii)
>    utilities, (iii) repairs and maintenance, (iv) insurance, (v)
>    management, etc., (vi) legal and accounting, (vii) depreciation of
>    capital expenditures.
>  (C) Tenant shall pay, as Additional Rent for any Operational Year,
>    an amount equal to Tenant's Share (as defined in Article 43 hereof)
>    of the amount, if any, by which the Operating Expenses for such
>    Operational Year exceeded the Operating Expenses during the Base
>    Expense Year. The amount so payable by Tenant is hereinafter called
>    the "Operating Expense Payment". The Operating Expense Payment shall
>    be prorated, if necessary, to correspond with that portion of an
>    Operational Year occurring within the term of this lease. The
>    Operating Expense Payment shall be payable by Tenant within fifteen
>    (15) days after receipt of the Operating Statement.
>  (D) Notwithstanding and supplementing the provisions of
>    subparagraph (C) of this Article, commencing with the Operational
>    Year immediately following the Base Expense Year and continuing
>    throughout the term thereafter, Tenant shall pay to Owner Tenant's
>    Projected Share of Operating Expenses. Tenant's Projected Share of
>    Operating Expenses shall be payable in equal monthly installments in
>    advance on the first day of each month. Owner may notify Tenant of
>    Tenant's Projected Share of Operating Expenses in advance of the
>    commencement of any Operational Year. Tenant's Projected Share of
>    Operating Expenses in any year shall not exceed 110% of Tenant's
>    Share of the prior year's Operating Expenses (whether or not Tenant
>    was obligated to pay such share with respect to such prior year). If
>    Owner fails to do so prior to the commencement of the first
>    operational Year then no such monthly payments shall be due until
>    ten (10) days after such notice as given (it being understood and
>    agreed that at that point in time Tenant shall pay to Owner all
>    monthly installments which would have been paid if Owner had
>    notified Tenant in advance of the commencement of such first
>    Operational Year). If Owner fails to give such notice prior to the
>    commencement of any subsequent Operational Year, then Tenant shall
>    nevertheless continue to pay on account of such amount the same
>    amount, if any, which was theretofore being paid by Tenant as
>    Tenant's Projected Share of Operating Expenses for the prior
>    Operational Year until the next such notice is given by Owner, at
>    which time Tenant shall forthwith pay any arrearages which may have
>    accrued. If the Operating Statement furnished by Owner to Tenant at
>    the end of any Operational Year shall indicate that the aggregate of
>    Tenant's Projected Share of Operating Expenses paid for such year
>    exceeded the Operating Expense Payment, Owner shall forthwith either
>    (a) pay the amount of excess directly to Tenant concurrently with
>    the notice or (b) permit Tenant to credit the amount of such excess
>    against the subsequent payment of rent due hereunder; if such
>    Operating Statement furnished by Owner to Tenant hereunder shall
>    indicate that the Operating Expense Payment exceeded the aggregate
>    of Tenant's Projected Share of Operating Expenses paid during the
>    then Operational Year, Tenant shall forthwith pay the amount of such
>    excess to Owner.
>  (E) Every Operating Statement given by Owner shall be conclusive
>    and Tenant unless (i)within 30 days after the receipt of such
>    Operating Statement Tenant shall notify Owner that it disputes the
>    correctness of the Operating Statement, specifying the particular
>    aspects in which Tenant believes the Operating Statement to be
>    incorrect, in comparable detail to the detail contained in the
>    Operating Statement in dispute, and (ii) if such dispute shall not
>    have been settled by agreement, shall submit the dispute to
>    arbitration pursuant to the standard guidelines of the American
>    Arbitration Association within 90 days after receipt of the
>    Operating Statement. Pending the determination of such dispute by
>    agreement or arbitration as aforesaid, Tenant shall within 15 days
>    after receipt of such Operating Statement, pay additional rent, if
>    due, in accordance with the Operating Statement and such payment
>    shall be without prejudice to Tenant's position. If the dispute
>    shall be determined in Tenant's favor, Owner shall, on demand, as
>    Tenant's sole right and remedy in connection with any inaccuracy in
>    any Operating Statement, pay Tenant the amount of Tenant's
>    overpayment of rents, if any with interest, resulting from
>    compliance with the Operating Statement. Owner agrees to grant
>    Tenant reasonable access to Owner's records pertaining thereto for
>    the purpose of verifying operating Expenses incurred by owner which
>    records shall be kept at Owner's office.

45. WAIVER OF SUBROGATION: Each party hereby releases the other
   party (which term as used in this Article includes the employees,
   agents, officers and directors of the other party) from all
   liability, whether for negligence or otherwise, in connection with
   loss covered by any fire and/or extended coverage insurance
   policies, which the releaser carries with respect to the demised
   premises, or any interest or property therein or thereon (whether or
   not such insurance is required to be carried under this lease), but
   only to the extent that such loss is collected under said fire
   and/or extended coverage insurance policies. Such release is also
   conditioned upon the inclusion in the policy or policies of a
   provision whereby any such release shall not adversely affect said



policies, or prejudice any right of the releaser to recover
   thereunder. Each party agrees that its insurance policies aforesaid
   will include such a provision so long as the same shall be
   obtainable without extra cost, or if extra cost shall be charged
   therefor, so long as the party for whose benefit the clause or
   endorsement is obtained shall pay such extra cost. If extra cost
   shall be chargeable therefor, each party shall advise the other
   thereof of the amount of the extra cost, and the other party at its
   election, may pay the same, but shall not be obligated to do so.

46. INSURANCE: (A) Tenant covenants and agrees to provide at its
   expense on or before the Commencement Date and to keep in force
   during the term hereof naming owner and Tenant as insured parties
   (and any other parties as Owner shall designate to be added as
   insured parties):

> (i) a fire and other casualty policy insuring the
>    full replacement value of the Tenant's Work and all of the
>    furniture, trade fixtures and other personal property of Tenant
>    located in the demised premises and the building against loss or
>    damage by fire, theft and such other risks or hazards as are
>    insurable under present and future forms of "All Risk" insurance
>    policies, such policy to have a deductible of no more than $1,000.00;
>    and
>  (ii) a comprehensive general policy of liability insurance
>    protecting Owner and Tenant against any liability whatsoever
>    occasioned by accident on or about the demised premises or any
>    appurtenances thereto, including, without limitation, blanket
>    contractual liability coverage, independent contractor's coverage,
>    broad form property damage and personal injury coverage, and the
>    amounts of liability thereunder shall not be less than the combined
>    single limit amount of $3,000,000.00 in respect of any one
>    occurrence for bodily or personal injury (including death and
>    property damage).; and in addition, during such time as Tenant shall
>    be performing Tenant's Work or any other construction in the demised
>    premises, Tenant shall carry builder's all-risk insurance, completed
>    value form, covering all physical loss in an amount reasonably
>    satisfactory to Owner.
>  (B) In addition, Tenant will, at Tenant's expense, maintain at all
>    times workers' compensation insurance within statutory limits
>    covering all persons employed, directly or indirectly, in connection
>    with any of Tenant's Work or any repair or alteration authorized by
>    this lease or consented to by Owner, and all employees and agents of
>    Tenant with respect to whom death or bodily injury claims could be
>    asserted against Owner or Tenant.
>  (C) The minimum limits of insurance described above shall be
>    subject to increase at any time, and from time to time, after the
>    third anniversary of the Commencement Date, if Owner shall
>    reasonably deem same necessary for adequate protection or if
>    required by Overlandlord. Within thirty (30) days after demand
>    therefor by Owner, Tenant shall furnish Owner with evidence of
>    compliance with such demand.
>  (D) Prior to the time any such insurance is first required to be
>    carried by Tenant, and thereafter at least thirty (30) days prior to
>    the expiration of any such policy, Tenant agrees to deliver to owner
>    either a duplicate original of the aforesaid policy or a certificate
>    evidencing such insurance, provided said certificate contains an
>    endorsement that such insurance may not be cancelled or modified
>    except upon thirty (30) days' written notice to Owner, together with
>    evidence of payment for the policy. Tenant's failure to provide and
>    keep in force the aforementioned insurance shall be regarded as a
>    material default hereunder, entitling Owner to exercise any or all
>    of the remedies as provided in this lease in the event of Tenant's
>    default. If Tenant provides a certificate, such certificate must
>    contain a provision exculpating the insured(s) from liability
>    resulting from failure to act after notice and other liability
>    customarily exculpated by insurers in such certificates.
>  (E) The comprehensive general liability coverage maintained by
>    Tenant shall specifically insure the contractual indemnity
>    obligations of Tenant set forth in this lease.

47. NON-WAIVER AND SURVIVAL OF ADDITIONAL RENT OBLIGATIONS:
   Owner's failure during the lease term to prepare and deliver any of
   the tax bills, statements, notices or bills or owner's failure to
   make a demand, shall not in any way cause Owner to forfeit or
   surrender its rights to collect any of the foregoing items of
   additional rent which may have become due during the term of this
   lease. Tenant's liability for the additional rentals so due shall
   survive the expiration of the lease term. Any monetary obligations
   owed by Owner to Tenant shall survive the expiration of the lease
   term.

48. MECHANICS LIENS: (A) Nothing in this lease shall be deemed to
   be, or construed in any way as constituting, the consent or request
   of Owner, expressed or implied, by inference or otherwise, to any
   person, firm or corporation for the performance of any labor or the
   furnishing of any materials for any construction, rebuilding,
   alteration or repair of or to the building or any part thereof, nor
   as giving Tenant any right, power or authority to contract for or
   permit the rendering of any services or the furnishing of any



materials which might in any way give rise to the right to file any
   lien against Owner's interest in the demised premises or the
   building or land. All materialmen, contractors, artisans, mechanics,
   laborers and any other persons now or hereafter contracting with
   Tenant for the furnishing of any labor, services, materials,
   supplies or equipment with respect to any portion of the demised
   premises or building at any time from the date hereof until the end
   of the term, are hereby charged with notice that they must look
   exclusively to Tenant to obtain payment for same. In connection with
   engaging any party to perform any labor or furnish any materials for
   any construction, rebuilding, alterations or repair of or to the
   building or any part thereof by Tenant represents, warrants and
   covenants that Tenant will obtain a written agreements from such
   party and deliver a true and complete signed original counterpart
   thereof to Owner prior to such party being allowed to so perform
   labor or furnish materials, pursuant to which, among other things,
   such party acknowledges in substance the following:

> (i) The Contractor acknowledges that this Contract is
>    with and only with Tenant, which is independent of the owner of the
>    subject property, but, however, said owner may rely on the
>    provisions of this Contract as a third party beneficiary.
>  (ii) All documents herein executed on behalf of the work to be
>    done are and will be on behalf of Tenant. The building owner shall
>    be under no personal liability (as such) with respect to any of the
>    provisions of this contract and, in the event of any dispute,
>    Contractor shall look solely to Tenant for satisfaction of remedies
>    or rights hereunder without any exception whatsoever.
>  (iii) Contractor acknowledges that any liens for labor and/or
>    materials in connection with the work to be performed with respect
>    to the project may only be asserted against the leasehold estate or
>    any sub-part of said estate and not against the fee, reversionary or
>    any interest superior to the leasehold estate.
>  (iv) Contractor shall maintain the following insurance for
>    protection from claims by any persons, including but not limited to,
>    claims arising out of Contractor's work:
>  (a) Worker's or Workmen's Compensation and Disability
>    covering all employees who are engaged in any work under any
>    contract relating to the building.
>  (b) Comprehensive General Liability covering bodily injury
>    (including death), occupational sickness or disease and covering
>    property damage to the building or other property in an amount not
>    less than $5,000,000.00 combined single limit.
>  (c) Comprehensive Automobile Liability including owned, non- owned
>    and hired vehicles with respect to bodily injury, death or property
>    damage in an amount not less than $5,000,000.00 combined single
>    limit.

Contractor shall maintain the aforementioned insurance with
   insurance companies qualified to do business in the State of New
   York. Each company shall have a best rating of B or better.
   Contractor shall deliver the policy or policies or duly executed
   certificates for the same to Tenant. All of said insurance shall
   provide that it shall not be subject to cancellation, lapsing,
   termination or change except after at least sixty (60) days' prior
   written notice to Tenant. The coverage's stated above shall be
   provided by Contractor for and on behalf of Contractor and all
   subcontractors, if any, of Contractor. All said polices shall name
   Owner as additional insured and any other parties designated by
   Owner.

49. EXCULPATORY CLAUSE: If Owner shall be an individual, joint
   venture, tenancy-in-common, co-partnership, unincorporated
   association, or other unincorporated aggregate of individuals and/or
   entities, or a corporation, Tenant shall look only to such Owner's
   estate and property in the building for the satisfaction of Tenant's
   remedies for the collection of a judgment (or other judicial
   process) requiring the payment of money by Owner in the event of any
   default by Owner hereunder, and no other property or assets of such
   Owner shall be subject to levy, execution or other enforcement
   procedure for the satisfaction of Tenant's remedies under or with
   respect to this lease, the relationship of owner and Tenant
   hereunder or Tenant's use or occupancy of the demised premises.

50. BROKER: Tenant and Owner covenant warrant and represent to
   each other that there was no broker except Martin Fisher, licensed
   real estate broker, and Marc Maclean, licensed real estate broker,
   of Fisher Real Estate Services (the "Brokers"), instrumental in
   consummating this lease, and no conversations, or negotiations were
   had with any broker except the Brokers concerning the renting of the
   demised premises. Tenant and Owner agree to indemnify, defend and
   hold and save the other harmless against any and all liability from
   any claims of any broker, except the Brokers, who claim to have dealt



with Tenant (including, without limitation, the cost of counsel
   fees in connection with the defense of any such claims in connection
   with the renting of the demised premises). Based upon such
   representation, Owner has agreed to pay a brokerage commission to
   the Brokers pursuant to separate agreement.

51. OWNER'S CONSENT: If Tenant requests Owner's consent or
   approval to alterations or any other matter or thing requiring
   Owner's consent or approval under this lease other than assignment,
   subletting, and the initial Tenant's Work, and if in connection with
   such request Owner seeks the advice of its attorneys, architect
   and/or engineer, or seeks other assistance or information, then
   Owner, as a condition precedent to granting its consent or approval,
   may require (in addition to any other requirements of Owner in
   connection with such request) that Tenant pay the fee of Owner's
   attorneys, architect and/or engineer and the cost of obtaining such
   other assistance or information in connection with the consideration
   of such request and/or the preparation of any documents pertaining
   thereto. Anything to the contrary contained herein notwithstanding,
   in each instance in which Tenant is required to pay attorney's fees
   incurred by Landlord pursuant to the terms of this Article, Tenant
   shall not be required to pay more than $1,000.00 of such attorney's
   fees.

52. CONFLICT OF TERMS: In the event any term, covenant, condition
   or agreement contained in this rider to the lease shall conflict or
   be inconsistent with any term, covenant, condition or agreement
   contained in the printed portion of this lease, then the parties
   agree that the rider provision shall prevail.

53. TENANT'S REMEDIES: With respect to any provision of this lease
   which provides, in effect, that Owner shall not unreasonably
   withhold or unreasonably delay any consent or any approval or which
   requires Owner to otherwise act reasonably in any way, Tenant in no
   event, shall be entitled to make, nor shall Tenant make, any claim,
   and Tenant hereby waives any claim, for money damages; nor shall
   Tenant claim any money damages by way of setoff, counter claim or
   defense, based upon any claim assertion by Tenant that Owner has
   unreasonably withheld or unreasonably delayed any consent or
   approval or otherwise acted unreasonably; but Tenant's sole remedy
   shall be an action or proceeding to enforce any such provision, or
   for specific performance, injunction or declaratory judgment. With
   respect to any provision of this lease which requires Tenant to be
   bound by a determination of Owner or any representative of Owner or
   which describes any right of Owner or obligation of Tenant, and
   where such determination, right or obligation is expressly or
   impliedly qualified in any way by some independent objective
   standard (such as reasonableness or necessity), if Tenant disputes
   that it is obligated to comply with any of its obligations because
   such independent standard has not been met, Tenant shall
   nevertheless be obligated to comply pending resolution of the
   dispute and Tenant's sole remedy for such failure shall be to seek
   relief as set forth above in this Article and Tenant shall only be
   precluded from making a claim for money damages with respect to a
   claim concerning Owner's obligation to act in accordance with such
   independent objective standard. If Tenant fails to so comply, then
   Tenant shall be deemed in default of a material obligation of this
   lease and Owner shall be entitled to all appropriate remedies
   notwithstanding the fact that Tenant may at a later point in time
   establish that the objective standard was not met. If Tenant fails
   to comply pending resolution of the dispute, Tenant shall, in
   addition, indemnify and hold Owner harmless from and against any
   additional cost, expense, damage (including consequential) or
   liability which Owner may incur as a result of such non-compliance.

54. TENANT'S OPERATING OBLIGATIONS: Tenant covenants and agrees
   that during the term to this lease:

> (A) Tenant shall not misuse plumbing facilities or
>    dispose of any foreign substances therein. Tenant shall not permit
>    any food, waste, or other foreign substances to be thrown or drawn
>    into the pipes. Tenant shall maintain the plumbing that it installs
>    in good order, repair and condition, and repair any damage resulting
>    from any violation of this paragraph. Tenant shall make any repairs
>    to the other plumbing in the building, if damage results from
>    Tenant's improper use of such plumbing.
>  (B) Tenant will retain an exterminating service which will service
>    the demised premises on a regular basis throughout the term so as to
>    keep the demised premises reasonably free of vermin.
>  (C) Except in connection with Owner's Work, if gas is used in the
>    demised premises, Tenant shall install gas cut-off devices (manual
>    and automatic).
>  (D) Tenant agrees that it will independently contract for the
>    removal of all rubbish, refuse, garbage and waste from the demised
>    premises. The removal of such rubbish, refuse, garbage and waste
>    shall be subject to such reasonable, non- discriminatory, rules and
>    regulations as, in the reasonable judgment of Owner, are necessary
>    for the proper



> operation of the building. Tenant further agrees not
>    to permit the accumulation of any rubbish or garbage in, on or about
>    any part of the demised premises.
>  (E) Prior to and throughout the term, it shall not knowingly take
>    any action which would violate Owner's union contract, if any,
>    affecting the building, nor create any work stoppage, picketing,
>    labor disruption or dispute, or any interference with the business
>    of the Owner or any other tenant or occupant in the building or with
>    the rights and privileges of any person(s) lawfully in said
>    building, nor cause any impairment or reduction of the good name of
>    the building.
>  (F) Tenant agrees that Owner shall have the right to prohibit the
>    continued use by Tenant of any method of operation or advertising
>    if, in owner's reasonable opinion, the continued use thereof would
>    impair the reputation of the building in which the demised premises
>    are located, or is otherwise out of harmony with the general
>    character thereof, upon notice from Owner, Tenant shall forthwith
>    refrain from or discontinue such activities.

55. ADDENDUM TO ARTICLES 18 AND 22: If Tenant shall defaulting
   surrendering the demised premises upon the expiration or termination
   of the term, Tenant's occupancy subsequent to such expiration or
   termination, whether or not with the consent or acquiescence of
   Owner, shall be deemed to be that of a tenancy at will and in no
   event from month-to-month or from year-to-year, and it shall be
   subject to all the terms, covenants and conditions of this lease
   applicable thereto, except the Minimum Rent shall be twice the Base
   and Additional Rent, pro-rated per day, and no extension or renewal
   of this lease shall be deemed to have occurred by such holding over.
   Should Tenant fail to pay when due any installment of Minimum Rent,
   Additional Rent, or any other sum payable to Owner under the terms
   of this lease, then interest shall accrue from and after the date on
   which any such sum shall be due and payable, and such interest,
   together with a late charge of two (2) cents for each dollar overdue
   to cover the extra expense involved in handling such delinquency
   shall be paid by Tenant to Owner at the time of payment of the
   delinquent sum. If Tenant shall issue a check to Owner which is
   returnable unpaid for any reason, Tenant shall pay Owner an
   additional charge of $100.00 for Owner's expenses in connection
   therewith.

56. INTEREST: Whenever this lease refers to "interest" (whether
   payable by Owner or Tenant) same shall be computed at a rate equal
   to the "Prime Rate" (as hereinafter defined) plus three (3%) percent
   except where otherwise in this lease a different rate is
   specifically set forth. If, however, payment of interest at any such
   rate by Tenant or Landlord (or by the tenant then in possession
   having succeeded to the Tenant's interest in accordance with the
   terms of this lease) should be unlawful, i.e., violation of the
   usury statutes or otherwise, then "interest" shall, as against such
   party, be computed at the maximum lawful rate payable by such party.
   "Prime Rate" shall mean the so called "prime rate" being charged at
   the time in question by Chase Manhattan Bank, N.A. for short term
   ninety (90) day unsecured loans made to its preferred corporate
   customers.

57. SAVING PROVISION: If any provision of this lease, or its
   application to any situation shall be invalid or unenforceable to
   any extent, the remainder of this lease, or the application thereof
   to situations other than that as to which it is invalid or
   unenforceable, shall not be affected thereby, and-every provision of
   this lease shall be valid and enforceable to the fullest extent
   permitted by law.

58. LEASE NOT BINDING UNLESS EXECUTED: Submission by Owner of the
   within lease for execution by Tenant, shall confer no rights nor
   impose any obligations on either party unless and until both Owner
   and Tenant shall have executed this lease and duplicate originals
   thereof shall have been delivered to the respective parties.

59. ADDENDUM TO ARTICLE 11: In the event Tenant shall desire to
   sublet all or any part of the demised premises or to assign this
   lease, the following procedures and provisions shall apply:

> A. Tenant shall give notice thereof to Owner
>    (hereinafter referred to as the A/S Notice"), which notice shall be
>    accompanied by a statement setting      forth all of the business
>    terms of the proposed assignment or subletting (and,      if the
>    same is in existence, a conformed or photostatic copy of the offer
>    to assign or sublet, signed by the prospective assignee or
>    sublessee, setting      forth all of the business terms thereof),
>  (i) (ii) a statement setting forth in reasonable detail the
>    identity of the proposed assignee or subtenant, the nature of its
>    business and its proposed use of the demised premises, and



> (ii) current financial information with respect to the
>    proposed assignee or subtenant, including, without limitation, its
>    most recent financial report. In the event Tenant gives such notice,
>    then Owner shall have the right to cancel and terminate this lease
>    in connection with a proposed assignment of this lease or in
>    connection with a proposed subletting of at least substantially one
>    full floor within the demised premises for substantially the
>    remainder of the term of this lease (a "Recapturable Sublease") to
>    cancel this lease with respect only to the space Tenant is proposing
>    to sublet by causing the early expiration of the term hereof with
>    respect to the entire demised premises (in connection with a
>    proposed assignment) or the applicable portion of the demised
>    premises (in connection with a proposed subletting). Such option
>    shall be exercised within thirty (30) days after Owner's receipt of
>    such notice from Tenant, and in such event the term of this lease
>    shall expire with respect to the space affected, at Owner's option,
>    to be set forth in Owner's notice of cancellation on either the date
>    of the proposed assignment or subletting or the date which is the
>    last day of the calendar month which is ninety (90) days after owner
>    gives notice of cancellation. In the event of a cancellation of this
>    lease with respect only to a portion of the demised premises, upon
>    the cancellation becoming effective, the space so recaptured, shall
>    no longer be a part of the demised premises and the following
>    requirements of this lease shall be appropriately reduced in
>    proportion to the reduction of space demised: (i) Minimum Rent, (ii)
>    Tenant's Share, (iii) the amount of the required security deposit,
>    (iv) the number of directory listings which Tenant may receive, (v)
>    the Minimum Rent required pursuant to Article 55.
>  (B) If Owner does not exercise its option to cancel, if
>    applicable, and provided that Tenant is not in default of any of
>    Tenant's obligations under this lease beyond any applicable notice
>    and period to cure, Owner's consent (which must be in writing and in
>    form reasonably satisfactory to Owner and Tenant) to the proposed
>    assignment or sublease shall not be unreasonably withheld or
>    delayed, provided and upon condition that:
>  (i) Tenant shall have complied with the provisions of paragraph
>    (A) above and shall have delivered to Owner a copy of the proposed
>    assignment or sublease;
>  (ii) In Owner's reasonable judgment the proposed assignee or
>    subtenant is engaged in business and the demised premises, or the
>    relevant part thereof, will be used in a manner which (a) is in
>    keeping with the then standards of the building, (b) is limited to a
>    use expressly permitted under this lease, and (c) will not violate
>    any negative covenant as to use contained in any other lease of
>    space in the building of which Owner has notified Tenant;
>  (iii) The proposed assignee or subtenant is a reputable person of
>    good character and with sufficient financial worth considering the
>    responsibility involved and Owner has been furnished with reasonable
>    proof thereof;
>  (iv) The proposed assignee or sublessee is not then an occupant of
>    any part of the building;
>  (v) The proposed assignee or sublessee is not a person with whom
>    Owner is then negotiating to lease space in the building;
>  (vi) The form of the proposed sublease shall be in form reasonably
>    satisfactory to Owner and shall comply with the applicable
>    provisions of this Article;
>  (vii) The proposed assignee or subtenant is not any of the
>    following types of users: (a) governmental or quasi-governmental;
>    (b) charitable; (c) non-profit; (d) political or political action;
>    (e) clinical; (f) health care; and/or (g) messenger service.
>  (C) Each subletting shall be subject to all of the covenants,
>    agreements, terms, provisions and conditions contained in this
>    lease. Notwithstanding any such subletting and/or acceptance of rent
>    or additional rent by Owner from any subtenant, Tenant shall and
>    will remain fully liable for the payment of the Minimum Rent and
>    additional rent due and to become due hereunder and for the
>    performance of all the covenants, agreements, terms, provisions and
>    conditions contained in this-lease on the part of Tenant to be
>    performed and all acts and omissions of any licensee or subtenant or
>    anyone claiming



> under or through any subtenant which shall be in
>    violation of any of the obligations of this lease, and any such
>    violation shall be deemed to be a violation by Tenant. Tenant
>    further agrees that notwithstanding any such subletting or any other
>    subletting permitted pursuant to the terms of this lease, no other
>    and further subletting of the demises premises by Tenant or any
>    person claiming through or under Tenant shall or will be made except
>    upon compliance with and subject to the provisions of this Article
>    and Article
>  (D) With respect to each and every sublease or subletting
>    authorized by Owner under the provisions of this lease, it is
>    further agreed:
>  (i) No subletting shall be for a term ending later than one day
>    prior to the expiration date of this lease;
>  (ii) No sublease shall be valid, and no subtenant shall take
>    possession of the sublet premises or any part thereof, until an
>    executed counterpart of such sublease has been delivered to owner;
>  (iii) Each sublease shall provide that it is subject and
>    subordinate to this lease and to the matters to which this lease is
>    or shall be subordinate, and that in the event of termination,
>    re-entry or dispossess by Owner under this lease Owner may, at its
>    option, take over all of the rights, title and interest of Tenant,
>    as sublessor, under such sublease, and such subtenant shall, at
>    Owner's option, attorn to Owner pursuant to the then executory
>    provisions of such sublease, except that Owner shall not (a) be
>    liable for any previous act or omission of Tenant under such
>    sublease, (b) be subject to any offset, not expressly provided in
>    such sublease, which theretofore accrued to such subtenant against
>    Tenant, or (c) be bound by any previous modification of such
>    sublease or by any previous prepayment of more than one month's rent.
>  (E) If Owner shall give its consent to any sublease, Tenant shall,
>    if such sublease is not a Recapturable Sublease, in consideration
>    therefor pay to owner, as additional rent an amount equal to fifty
>    (50%) percent of any rents, additional charge or other consideration
>    payable under the sublease to Tenant by the subtenant which is in
>    excess of (a) the fixed rent and additional rent accruing during the
>    term of the sublease in respect of the subleased space (at the rate
>    per square foot payable by Tenant hereunder) pursuant to the terms
>    hereof (including, but not limited to, sums paid for the sale or
>    rental of Tenant's fixtures, leasehold improvements, equipment,
>    furniture or other personal property), less, in the case of the sale
>    thereof, the then net unamortized or undepreciated cost thereof
>    determined on the basis of Tenant's federal income tax returns),
>    less (b)the reasonable expenses, if any, actually incurred by
>    Tenant, for legal fees, any construction costs in preparing the
>    premises subleased for occupancy, and any rent concession or any
>    brokerage commissions, amortized over the term of the sublease. The
>    sums payable hereunder shall be paid to owner as and when payable by
>    the subtenant to Tenant.
>  (F) If Tenant is a corporation, the provisions of Articles 11 and
>    59 with respect to obtaining Owner's consent shall apply to a
>    transfer (by one or more transfers) of a majority of the stock of
>    Tenant as if such transfer of a majority of the stock of Tenant were
>    an assignment of this lease except that (i) Owner's right to cancel
>    pursuant to paragraph (A) of this Article in connection with such
>    transfer shall not apply to any such sale of stock made principally
>    for bona fide business reasons other than to circumvent the
>    provisions of this lease and (ii) Owner's consent shall not be
>    required if such stock transfer is made to a transferee which would
>    be entitled to receive an assignment of this lease without Owner's
>    consent if the transfer were structured as an asset transfer. The
>    provisions of Articles 11 and 59 with respect to Owner's consent and
>    right to cancel shall not apply to an assignment of this lease to a
>    corporation into or with which Tenant is merged or consolidated or
>    to which substantially all of Tenant's assets are transferred or to
>    any corporation which controls or is controlled by Tenant or is
>    under common control with Tenant, provided that in any of such
>    events (i) the successor to Tenant has a net worth computed in
>    accordance with generally accepted accounting principles at least
>    equal to the greater of (a) the net worth of Tenant immediately
>    prior to such merger, consolidation or transfer, or (b) the net
>    worth of Tenant herein named on the date of this lease, and (ii)
>    proof satisfactory to Owner of such net worth shall have been
>    delivered to Owner at least 30 days prior to the effective date of
>    any such transaction
>  (G) Any assignment or transfer, whether made with Owner's consent
>    or without Owner's consent, shall be made only if, and shall not be
>    effective until, the assignee shall execute, acknowledge and deliver
>    to Owner an agreement in form and substance reasonably satisfactory
>    to Owner whereby the assignee shall assume the obligations of this
>    lease on the part of Tenant to be performed or observed from and
>    after the date of the assignment and whereby the assignee shall
>    agree that the provisions of Articles 11 and 59 shall,
>    notwithstanding such assignment or transfer continue to be binding
>    upon the assignee, as tenant in respect of all future assignments
>    and transfers, The original named Tenant covenants that,
>    notwithstanding any assignment or transfer, whether or not in
>    violation of



> the provisions of this lease, and notwithstanding the
>    acceptance of Minimum Rent and/or additional rent by owner from an
>    assignee, transferee, or any other party, the original named Tenant
>    shall remain fully liable for the payment of the Minimum Rent and
>    additional rent and for the other obligations of this lease on the
>    part of Tenant to be performed or observed to the extent not
>    performed or paid by such assignee, transferee or other party.
>  (H) 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 Ownerincreasing any
>    of the obligations of, this lease, or by any waiver or failure of
>    Owner to enforce any of the obligations of this lease except if made
>    between Owner and Tenant.

60. ADDENDUM TO ARTICLES 6 AND 15: Anything to the contrary
   contained in this lease, Owner state that on the date Owner delivers
   possession of the demised premises to Tenant the demised premises
   are in compliance with all then existing laws, orders and
   regulations of all state, federal, municipal and local governments,
   departments, commissions and boards and regulations of the New York
   Board of Fire Underwriters.

61. ADDENDUM ARITICLE 28: Notices or other written communications
   sent by mail shall be deemed given three (3) days after mailing or
   upon receipt, whichever is earlier. A copy-of all -notices sent to
   Tenant shall be sent _____________to such substitute counsel as may
   hereafter be designated in a written notice. A copy of all notices
   sent by Tenant to Owner shall be sent to: Richard Sharken 120 Fifth
   Avenue, New York, New York 10011 or to such substitute as may
   hereafter be designated in a written notice. All notices to be given
   under this lease shall be in writing.

62. ADDENDUM TO ARTICLE 7 AND 37: (A) If a superior lessor or a
   superior mortgagee shall succeed to the rights of Owner under this
   lease, whether through possession or foreclosure action or delivery
   of a new lease or deed, then at the request of such party so
   succeeding to Owner's rights Tenant shall attorn to and recognize
   such successor landlord as Tenant's landlord under this lease, and
   shall promptly execute and deliver any instrument that such
   successor landlord may reasonably request to evidence such
   attornment.

63. DIRECTORY: So long as Tenant shall have duly kept and
   performed all of the terms, conditions, covenants, agreements and
   provisions to be kept and performed by Tenant under this lease,
   Tenant shall have the right to five (5) listings on the lobby
   directory of the building of which the demised premises are a part
   at no cost, and the right to an additional five (5) listings at a
   charge of $20 per listing, per annum. The listing of one or more
   names of persons other than Tenant on such lobby directory shall not
   be construed as consent by Landlord to an assignment or a subletting
   by Tenant to such person or persons. If during the term of the lease
   Tenant shall request changes in the listings, Owner shall provide
   Tenant with such changes and Tenant shall pay to Owner therefor a
   charge which is customarily charged to all other tenants in the
   building.

64. ADDENDUM TO ARTICLE 33: Owner shall not discriminate in
   enforcing any rules or regulations or promulgate discriminatory
   rules or regulations. Owner shall not promulgate new rules or
   regulations which shall unreasonably interfere with the conduct of
   Tenant's business in the demised premises.

65. ADDENDUM TO ARTICLE 16: Anything to the contrary contained
   herein notwithstanding, provided Tenant shall not be in default
   under any other term, covenant or condition of this lease, Owner
   shall not exercise its right of cancellation under this Article.

66. ADDENDUM TO ARTICLE 25: The failure of Tenant to seek redress
   for violation of, or to insist upon the strict performance of any
   covenant or condition of this lease set forth, shall not prevent a
   subsequent act which would have originally constituted a violation
   from having all the force and effect of an original violation. The
   payment by Tenant of rent with knowledge of the breach of any
   covenant of this lease shall not be deemed a waiver of such breach
   and no provision of this lease shall be deemed to have been waived
   by Tenant unless such waiver be in writing signed by Tenant.

67. ADDENDUM TO ARTICLE 3: Anything in this lease to the contrary
   notwithstanding, Tenant shall not be required to obtain Owner's
   consent for alterations



which are decorative in nature, which for the purposes of this
   lease shall mean, painting, wall coverings, flooring, window
   treatment, changes of existing light fixtures, telephones and
   computer systems and moveable partitions at least three feet below
   ceiling height. Tenant shall not be required to remove Owner's Work
   from the demised premises and Tenant may, as a part of, and subject
   to the requirements of any installations, alterations or
   improvements made by Tenant provided Tenant repairs any damage
   caused by such removal and restores the demised premises to their
   former condition, reasonable wear and tear excepted.

68. ADDENDUM TO ARTICLES 4 AND 13: Except if in connection with a
   default by Tenant under this lease, if Owner desires to perform
   repairs, alterations and improvements or to enter into the demised
   premises for the purpose of making voluntary replacements or
   voluntary improvements not otherwise required for the proper
   operation of the building, Owner agrees that the performance of any
   of same will not unreasonably inconvenience Tenant or unreasonably
   interfere with the conduct of its business (giving due consideration
   to both Owner's and Tenant's needs). Except in the event of an
   emergency, Owner will furnish at least five (5) days' advance notice
   to Tenant so that Tenant can make adequate preparations therefor.
   Owner shall repair any damage caused by Owner's entry. Owner's
   obligation to maintain and repair the building HVAC system shall
   include the HVAC system servicing the demised premises.

69. 24 HOUR ACCESS: Tenant shall have access to the demised
   premises twenty- four (24) hours a day, seven (7)days a week subject
   to Owner's non- discriminatory and reasonable rules and regulations
   relating thereto as long as same do not deprive Tenant of access on
   a twenty-four (24) hour a day, seven (7) day a week, basis. Entry to
   the building on business days before 7:00 A.M. and after 6:00 P.M.
   (subject to reasonable modification as to hours by Owner) and on all
   other non-business days will be restricted by Owner to those
   individuals possessing building passes or those the building by
   tenants or other occupants of the building. If the street entrance
   to the building lobby is closed by Owner, Owner will make
   appropriate arrangements and post appropriate signs to provide
   access and directions from the lobby of the building known as 122
   Fifth Avenue to the lobby of the building.

70. ADDENDUM TO ARTICLE 10: (A) Nothing herein provided shall
   preclude Tenant from appearing, claiming, proving and receiving in a
   separate condemnation proceeding, Tenant's moving expenses, and the
   value of Tenant's trade fixtures, or Tenant's alterations,
   installations and improvements which do not become part of the
   building or property of Owner.

> (B) If the temporary use or occupancy of all or any
>    part of the demised premises shall be so taken, (a)the demised term
>    shall not be reduced or affected in any way except as provided in
>    (d) below, (b) Tenant shall continue to be responsible for all of
>    its obligations hereunder and shall continue to pay all rents and
>    additional rents when due, (c) Tenant shall be entitled to receive
>    that portion of the award which represents reimbursement for the
>    cost of restoration of the demised premises (it being agreed that
>    Tenant shall be solely responsible to make such restoration),
>    compensation for the use and occupancy of the demised premises and
>    for any taking of tenant's property, except that, if the temporary
>    period of taking shall extend beyond the expiration of the term of
>    this lease, the portion of the award representing compensation for
>    the use and occupancy of the demised premises shall be apportioned
>    between owner and Tenant as of said expiration date of said term and
>    Owner shall receive that portion of the award which represents
>    reimbursements for the cost of restoration of the demised premises
>    (in which event Owner shall do such restoration), and (d) if the
>    date of taking shall occur during the last two (2) years of the term
>    of this lease, Tenant may elect to cancel this lease by notice of
>    election given by Tenant to Owner not later than thirty (30) days
>    after the date when the right to possession shall vest in the
>    condemning authority. Upon the giving of such notice, this lease
>    shall terminate on the thirtieth day following the date of such
>    notice and the Minimum Rent and Additional Rent shall be apportioned
>    as of such termination date. Owner shall be entitled to receive that
>    portion of such award which shall be payable for and on account of
>    any period after such termination date.

|                      |  | OWNER:                                                                         
|--------------------- |  | -------------------------------------------------------------------------------
|Witness:              |  | 120 PARTNERS                                                                   
|_____________________ |  | /s/ William L. Haines
   
   By:_________________________
   
           Member



|                   |  | TENANT:                                                                                                                                   
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Witness:           |  | foreignTV.com                                                                                                                             
|__________________ |  | /s/ Marc D. Leve
   
   By:__________________________
   
           Marc D. Leve
   
           Title: Vice
     President, Legal Affairs



|STATE OF NEW YORK  | ) |     
|------------------ | - | ----
|                   | ) | ss.:
|COUNTY OF NEW YORK | ) |     

On the 28/th/ day of April, 1999, before me personally came Marc D.
   Leve, to me known to be the individual who executed the foregoing
   instrument, and who, being by me duly sworn, did depose and say that
   he is the Vice President of foreignTV.com, Inc., the Delaware
   corporation described in and which executed the foregoing instrument;
   and that he had authority to sign the same and that he signed his
   name thereto by order of the board of directors of said corporation.

| | /s/ Linda D. Getraer
   
   ----------------------------------------
   
   Notary Public
   
   Linda D. Getraer
   
   Notary Public, State of New York
   
   No. 01GE5065820
   
   Qualified in Kings County
   
   Commission expires September 16, 2000
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|STATE OF NEW YORK  | ) |     
|------------------ | - | ----
|                   | ) | ss.:
|COUNTY OF NEW YORK | ) |     

On the 30th day of May, 1999, before me personally came William
   Haines, to me known, who, being by me duly sworn, did depose and say
   that he is a member of 120 Partners, the New York limited liability
   company described in and which executed the foregoing instrument;
   and that he that he had authority to sign the same.

| | /s/ John V. Luisi
   
   Notary Public
   
   ----------------------------------------
   
   John V. Luisi
   
   Notary Public, State of New York
   
   No. 43-4961360
   
   Qualified in Richmond County
   
   Commission Expires February 2, 2000
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In Witness Whereof, Owner and Tenant have respectively signed and
   sealed this lease as of the day and year first above written.

|Witness for Owner:                       |  | /s/ William Haines
   
   ----------------------------------------
   
   120 Partners                                             
|---------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|                                         |  |                                                                                                                                    
|                                         |  |                                                                                                                                    
|                                         |  |                                                                                                                                    
|                                         |  | foreignTV.com Inc.
   
   ----------------------------------------                                                                 
|Witness for Tenant:                      |  |                                                                                                                                    
|                                         |  |                                                                                                                                    
|---------------------------------------- |  | By: /s/ Marc D. Leve
   
   ----------------------------------------
   
   Marc D. Leve, Esq.,
   
   Vice President-Legal Affairs

ACKNOWLEDGEMENTS

CORPORATE OWNER
 
 S TATE OF NEW YORK, ss.:
 
 County of

On this ______ day of _____ before me personally came
   ________________________, to me known, who being by me duly sworn,
   did depose and say that he resides in _______________________; that
   he is the _____________ of _____________ the corporation described
   in and which executed the foregoing instrument, as OWNER; that he
   knows the seal of said corporation; the seal affixed to said
   instrument is such corporate seal; that it was so affixed by order
   of the Board of Directors of said corporation, and that he signed
   his name thereto by like order.

---

INDIVIDUAL OWNER
 
 STATE OF NEW YORK, ss.:
 
 County of

On this 30th day of May, 1999, before me personally came William
   to be known and known to me to be the individual described in and
   who, as MEMBER, executed the foregoing instrument and acknowledged
   to me that __________________________ he executed the same.

/s/ John V. Luisi
 
 ----------------------------------------
 
 John V. Luisi
 
 Notary Public, State of New York
 
 No. 43-4961360
 
 Qualified in Richmond County
 
 Commission Expires February 2, 2000

CORPORATE TENANT
 
 STATE OF NEW YORK, ss.:
 
 County of

On this 29 day of April, 1999, before me personally came Marc D.
   Leve to me known, who being by me duly sworn, did depose and say
   that he resides in New York, NY that he is the Vice President of
   foreignTV.com, Inc. the corporation described in and which executed
   the foregoing instrument, as TENANT; that he knows the seal of said
   corporation; the seal affixed to said instrument is such corporate
   seal; that it was so affixed by order of the Board of Directors of
   said corporation, and that he signed his name thereto by like order.

/s/ Linda N. Getraer
 
 ----------------------------------------
 
 Linda N. Getraer
 
 Notary Public, State of New York
 
 No. 01GE5065820
 
 Qualified in Kings County
 
 Commission Expires September 16, 2000

INDIVIDUAL TENANT
 
 STATE OF NEW YORK, ss.:
 
 County of

On this ________ day of ________, 19____ before me personally came
   ________________________ to be known and known to me to be the
   individual described in and who, as TENANT, executed the foregoing
   instrument and acknowledged to me that _________________ he executed
   the same.

---

GUARANTY

FOR VALUE RECEIVED, and in consideration for, and as an inducement
   to Owner making the within lease with Tenant, the undersigned
   guarantees to Owner, Owner's successors and assigns, the full
   performance and observance of all the covenants, conditions and
   agreements, therein provided to be performed and observed by Tenant,
   including the "Rules and Regulations" as therein provided, without
   requiring any notice of non-payment, non-performance, or
   non-observance, or proof, or notice, or demand, whereby to charge
   the undersigned therefor, all of which the undersigned hereby
   expressly waives and expressly agrees that the validity of this
   agreement and the obligations of the guarantor hereunder shall in no
   wise be terminated, affected or impaired by reason of the assertion
   by Owner against Tenant of any of the rights or remedies reserved to
   Owner pursuant to the provisions of the within lease. The
   undersigned further covenants and agrees that this guaranty shall
   remain and continue in full force and effect as to any renewal,
   modification or extension of this lease and during any period when
   Tenant is occupying the premises as a "statutory tenant," As a
   further inducement to Owner to make this lease and in consideration
   thereof, Owner and the undersigned covenant and agree that in any
   action or proceeding brought by either Owner or the undersigned
   against the other on any matters whatsoever arising out of, under,
   or by virtue of the terms of this lease or of this guarantee that
   Owner and the undersigned shall and do hereby waive trial by jury.

Dated:_________________________________ 19_____

----------------------------------------
 
 Guarantor

----------------------------------------
 
 Witness

----------------------------------------
 
 Guarantor's Residence

----------------------------------------
 
 Business Address

----------------------------------------
 
 Firm Name

|STATE OF NEW YORK | ) | ss.:
|----------------- | - | ----
|                  |   |     
|COUNTY OF         | ) |     

On this __________ day of ______, 19____, before me personally came
   _________________________ to me known and known to me to be the
   individual described in, and who executed the foregoing Guaranty and
   acknowledged to me that he executed the same.

----------------------------------------
 
 Notary



[GRAPHIC] IMPORTANT - PLEASE READ [GRAPHIC]

RULES AND REGULATIONS ATTACHED TO AND
 
 MADE A PART OF THIS LEASE
 
 IN ACCORDANCE WITH ARTICLE 33.

1. The sidewalks, entrances, driveways, passages, courts,
   elevators, vestibules, stairways, corridors or halls shall not be
   obstructed or encumbered by any Tenant or used for any purpose other
   than for ingress or egress from the demised premises and for
   delivery of merchandise and equipment in a prompt and efficient
   manner using elevators and passageways designated for such delivery
   by Owner. There shall not be used in any space, or in the public
   hall of the building, either by any Tenant or by jobbers or others
   in the delivery or receipt of merchandise, any hand trucks, except
   those equipped with rubber tires and sideguards. If said premises
   are situated on the ground floor of the building, Tenant thereof
   shall further, at Tenant's expense, keep the sidewalk and curb in
   front of said premise clean and free from ice, snow, dirt and
   rubbish.

2. The water and wash closets and plumbing fixtures shall not be
   used for any purposes other than those for which they were designed
   or constructed and no sweepings, rubbish, rags, acids or other
   substances shall be deposited therein, and the expense of any
   breakage, stoppage, or damage resulting from the violation of this
   rule shall be borne by the Tenant who, or whose clerks, agents,
   employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of
   any window of the building and no Tenant shall sweep or throw or
   permit to be swept or thrown from the demised premises any dirt or
   other substances into any of the corridors or halls, elevators, or
   out of the doors or windows or stairways of the building and Tenant
   shall not use, keep or permit to be used or kept any foul or noxious
   gas or substance in the demised premises, or permit or suffer the
   demised premises to be occupied or used in a manner offensive or
   objectionable to Owner or other occupants of the building by reason
   of noise, odors, and/or vibrations, or interfere in any way with
   other Tenants or those having business therein, nor shall any
   bicycles, vehicles, animals, fish, or birds be kept in or about the
   building. Smoking or carrying lighted cigars or cigarettes in the
   elevators of the building is prohibited.

4. No awnings or other projections shall be attached to the
   outside walls of the building without the prior written consent of
   Owner.

5. No sign, advertisement, notice or other lettering shall be
   exhibited, inscribed, painted or affixed by any Tenant on any part
   of the outside of the demised premises or the building or on the
   inside of the demised premise if the same is visible from the
   outside of the premises without the prior written consent of Owner,
   except that the name of Tenant may appear on the entrance door of
   the premises. In the event of the violation of the foregoing by any
   Tenant, Owner may remove same without any liability, and may charge
   the expense incurred by such removal to Tenant or Tenants violating
   this rule. Interior signs on doors and directory tablet shall be
   inscribed, painted or affixed for each Tenant by Owner at the
   expense of such Tenant, and shall be of a size, color and style
   acceptable to Owner.

6. No Tenant shall mark, paint, drill into, or in any way deface
   any part of the demised premises reasonably or the building of which
   they form a part. No boring, cutting or stringing of wires shall be
   permitted, except with the prior written consent of Owner, and as
   Owner may direct. No Tenant shall lay linoleum, or other similar
   floor covering, so that the same shall come in direct contact with
   the floor of the demised premises, and, if linoleum or other similar
   floor covering is desired to be used an interlining of builder's
   deadening felt shall be first affixed to the floor, by a paste or
   other material, soluble in water, the use of cement or other similar
   adhesive material being expressly prohibited.

7. No additional locks or bolts of any kind shall be placed upon
   any of the doors or windows by any Tenant, nor shall any changes be
   made in existing locks or mechanism thereof. Each Tenant must, upon
   the termination of his Tenancy, restore to Owner all keys of stores,
   offices and toilet rooms, either furnished to, or otherwise procured
   by, such Tenant, and in the event of the loss of any keys, so
   furnished, such Tenant shall pay to Owner the cost thereof. Security
   system may be installed by Tenant.

8. Freight, furniture, business equipment, merchandise and bulky
   matter of any description shall be delivered to and removed from the
   premises only on the freight elevators and through the service
   entrances and corridors, and only during hours and in a manner
   approved by Owner. Owner reserves the right to inspect all freight
   to be brought into the building and to exclude from the building all
   freight which violates any of these Rules and Regulations of the
   lease or which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is
   prohibited and each Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all
   persons who do not present a pass to the building signed by Owner.
   Owner will furnish passes to persons for whom any Tenant requests
   same in writing. Each Tenant shall be responsible for all persons
   for whom he requests such pass and shall be liable to Owner for all
   acts of such persons. Tenant shall not have a claim against Owner by
   reason of Owner excluding from the building any person who does not
   present such pass.

11. Owner shall have the right to prohibit any advertising by any
   Tenant which in Owner's reasonable opinion tends to impair the
   reputation of the building or its desirability as a building for
   offices, and upon written notice from Owner, Tenant shall refrain
   from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or
   on the demised premises, any inflammable, combustible, explosive, or
   hazardous fluid, material, chemical or substance, or cause or permit
   any odors of cooking or other processes, or any unusual or other
   objectionable odors to permeate in or emanate from the demised
   premises.

13. If the building contains central air conditioning and
   ventilation, Tenant agrees to keep all windows closed at all times
   and to abide by all rules and regulations issued by Owner with
   respect to such services. If Tenant requires air conditioning or
   ventilation after the usual hours, Tenant shall give notice in
   writing to the building superintendent prior to 3:00 p.m. in the
   case of services required on week lays, and prior to 3:00 p.m. on
   the day prior in case of after hours service required on weekends or
   on holidays. Tenant shall cooperate with Owner in obtaining maximum
   effectiveness of the cooling system by lowering and closing venetian
   blinds and/or drapes and curtains when the sun's rays fall directly
   on the windows if the demised premises.

14. Tenant shall not move any safe, heavy machinery, heavy
   equipment, bulky matter, or fixtures into or out of the building
   without Owner's prior written consent, which consent shall not be
   unreasonably withheld. If such safe, machinery, equipment, bulky
   matter or fixtures requires special handling, all work in connection
   therewith shall comply with the Administrative code of the City of
   New York and all other laws and regulations applicable thereto and
   shall be done during such hours as Owner may designate.

15. Refuse and Trash. (1) Compliance by Tenant. Tenant covenants
   and agrees, its sole cost and expense, to comply with all present
   and future laws, orders, and regulations of all state, federal,
   municipal, and local governments, departments, commissions and
   boards regarding the collection, sorting, separation and recycling
   if waste products, garbage, refuse and trash. Tenant shall sort and
   separate such waste products, garbage, refuse and trash into such
   categories as provided by law. Each separately sorted category of
   waste products, garbage, refuse and trash shall be placed in
   separate receptacles reasonably approved by Owner. Such separate
   receptacles may, at Owner's option, be removed from the demised
   premises in accordance with a collection schedule prescribed by law.
   Tenant shall remove, or cause to be removed by a contractor
   acceptable to Owner, at Owner's sole discretion, such items as Owner
   may expressly designate. (2) Owner's Rights in Event of
   Noncompliance. Owner has the option to refuse to collect or accept
   from Tenant waste products, garbage, refuse or trash (a) that is not
   separated and sorted as required by law or (b) which consists of
   such items as Owner may expressly designate for Tenant's removal,
   and to require Tenant to arrange for such collection Tenant's sole
   cost and expense, utilizing a contractor satisfactory to Owner.
   Tenant shall pay all costs, expenses, fines, penalties, or damages
   that may be imposed on Owner or Tenant by reason of Tenant's failure
   to comply with the provisions of this Building Rule 15, and, at
   Tenant's sole cost and expense, shall indemnity, defend and hold
   Owner harmless (including reasonable legal fees and expenses) from
   and against any actions, claims and suits arising from such
   noncompliance, utilizing counsel reasonably satisfactory to Owner.

Address

Premises

---

TO

---

STANDARD FORM OF

[GRAPHIC] OFFICE [GRAPHIC]
 
 LEASE

The Real Estate Board of New York, Inc.

(c) Copyright 1994. All rights Reserved.
 
 Reproduction in whole or in
 
 part prohibited

---

|Dated | 19
|----- | --

Rent Per Year

Rent Per Month

Term
 
 From
 
 To

Drawn by _________________________

Checked by _______________________

Entered by ________________________

Approved by _______________________