<PAGE>   1
                                                                 Page 111 of 141



                                  EXHIBIT 10-27
                                  -------------


                              AGREEMENT OF SUBLEASE

                                 BY AND BETWEEN

                       S.B. ASHLEY MANAGEMENT CORPORATION

                                       AS

                                   SUBLANDLORD

                                       AND

                               GENESEE CORPORATION

                                       AS

                                    SUBTENANT



                                  May 18, 2001

                               The Powers Building
                               16 West Main Street
                            Rochester, New York 14614

<PAGE>   2
                                                                 Page 112 of 141


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>                                                                                                            <C>
    ARTICLE 1     PREMISES
         1.01     Premises........................................................................................1
         1.02     Definition of Building Common Areas.............................................................1

    ARTICLE 2     TERM OF SUBLEASE................................................................................1
         2.01     Term Commencement Date..........................................................................1
         2.02     Right of Termination............................................................................1
         2.03     Condition of Premises...........................................................................1
         2.04     Subtenant's Trade Fixtures and Personal Property................................................2

    ARTICLE 3     RENT, TAXES AND SUBLEASE YEAR...................................................................2
         3.01     Fixed Rent......................................................................................2
         3.02     Taxes...........................................................................................2
         3.03     Past Due Rent...................................................................................3
         3.04     Definition of Sublease Year and Partial Sublease Year...........................................4

    ARTICLE 4     ALTERATIONS.....................................................................................4
         4.01     Alterations, Additions and Improvements.........................................................4

    ARTICLE 5     USE OF PREMISES.................................................................................4
         5.01     Use of Premises.................................................................................4

    ARTICLE 6     OPERATING COSTS.................................................................................4
         6.01     Definitions.....................................................................................4
         6.02     Subtenant to Share Increases in Operating Costs.................................................5

    ARTICLE 7     REPAIRS.........................................................................................5
         7.01     Repairs.........................................................................................5
         7.02     Hazardous Materials.............................................................................6

    ARTICLE 8     INDEMNITY.......................................................................................6
         8.01     Indemnification by Subtenant....................................................................6

    ARTICLE 9     INSURANCE.......................................................................................7
         9.01     Liability Insurance.............................................................................7
         9.02     All Risks and Difference in Conditions Insurance................................................7
         9.03     Waiver of Subrogation...........................................................................7
         9.04     Subtenant's Property............................................................................7

    ARTICLE 10    FIRE AND OTHER CASUALTIES.......................................................................7
</TABLE>

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                                                                 Page 113 of 141
<TABLE>
<S>                                                                                                            <C>

         10.01    Untenantability.................................................................................7
         10.02    Loss of Property and Water Damage...............................................................8

    ARTICLE 11    EMINENT DOMAIN..................................................................................8
         11.01    Eminent Domain..................................................................................8
</TABLE>



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<TABLE>
<S>                                                                                                            <C>

    ARTICLE 12    BANKRUPTCY AND DEFAULT PROVISIONS...............................................................8
         12.01    Conditional Limitations.........................................................................8
         12.02    Sublandlord's Remedies.........................................................................10

    ARTICLE 13    MECHANIC'S LIENS...............................................................................11
         13.01    Mechanic's Liens...............................................................................11

    ARTICLE 14    MORTGAGES, ASSIGNMENTS AND SUBLEASES...........................................................11
         14.01    Limitation on Subtenant's Rights...............................................................11

    ARTICLE 15    SUBORDINATION OF SUBLEASE......................................................................11
         15.01    Subordination to Mortgages and Ground Leases...................................................11

    ARTICLE 16    ENTRY TO PREMISES..............................................................................12
         16.01    Entry to Premises by Sublandlord...............................................................12

    ARTICLE 17    NOTICES AND CERTIFICATES.......................................................................12
         17.01    Notices and Certificates.......................................................................12
         17.02    Certificate by Subtenant.......................................................................12

    ARTICLE 18    COVENANT OF QUIET ENJOYMENT....................................................................13
         18.01    Covenant of Quiet Enjoyment....................................................................13

    ARTICLE 19    SERVICES.......................................................................................13
         19.01    Services.......................................................................................13
         19.02    Interruption of Service........................................................................13

    ARTICLE 20    CERTAIN RIGHTS TO SUBLANDLORD..................................................................13
         20.01    Certain Rights Reserved to Sublandlord.........................................................13

    ARTICLE 21    MISCELLANEOUS PROVISIONS.......................................................................14
         21.01    Holdover.......................................................................................14
         21.02    Limitation on Personal Liability...............................................................14
         21.03    No Representations by Sublandlord..............................................................15
         21.04    Sublease Binding...............................................................................15
         21.05    Force Majeure..................................................................................15
         21.06    Attornment by Subtenant........................................................................15
         21.07    Effect of Captions.............................................................................15
         22.08    Execution in Counterparts......................................................................15
         22.09    Law Governing, Effect and Gender...............................................................15
         22.10    Brokerage......................................................................................16
         22.11    Complete Agreement.............................................................................16
         22.12    Invalidity of Particular Provisions............................................................16
</TABLE>
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                                                                 Page 115 of 141

<TABLE>

<S>                                                                                                            <C>
         22.13    Execution of Sublease by Sublandlord...........................................................16

EXHIBIT "A" - Floor Plan (Premises)
EXHIBIT "B" - Rules and Regulations
</TABLE>




<PAGE>   6
                                                                 Page 116 of 141



AGREEMENT OF SUBLEASE
---------------------


         This Agreement of Sublease made this 18th day of May, 2001, by and
between the following parties: S.B. ASHLEY MANAGEMENT CORPORATION, a New York
corporation hereinafter referred to as the "Sublandlord," having an office at 16
West Main Street, Rochester, New York 14614, and GENESEE CORPORATION, a New York
corporation with its principal office at 445 St. Paul Street, Rochester, New
York 14605, hereinafter referred to as the "Subtenant."

                                    ARTICLE 1
                                    PREMISES

           1.01 PREMISES. Sublandlord hereby subleases to Subtenant and
Subtenant hereby subleases and hires from Sublandlord those certain premises in
The Powers Building (hereinafter called the "Building") which is located at 16
West Main Street in the City of Rochester, in the County of Monroe and State of
New York, which premises are composed of 1,207 square feet of space,
representing 1,042 square feet of office space and 165 square feet of AGREEMENT
OF SUBLEASE shared common usage area, located on the 6th floor of the Building
and are outlined as the shaded area on the floor plan attached hereto and made a
part hereof as Exhibit "A" (said premises being hereinafter called the
"Premises"), together with the right to use, in common with others, the Building
Common Areas as hereinafter defined. Sublandlord reserves unto itself, its
successors and assigns, the right to install, maintain, use, repair and replace
pipes, ducts, conduits, wires and structural elements leading through the
Premises in locations which will not materially interfere with Subtenant's use
of the Premises. No right to use any part of the exterior of the Building and no
easement for light or air are included in the Sublease of the Premises hereby
made.

           1.02 DEFINITION OF BUILDING COMMON AREAS. "Building Common Areas"
shall be defined to mean all areas, space, equipment, signs and special services
provided by Sublandlord specifically for the Building or for the common or joint
use and benefit of all the subtenants in the Building, their employees, agents,
customers, visitors and other invitees, including without limitation, hallways,
corridors, trash rooms, mechanical and electrical rooms, storage rooms,
stairways, entrances, elevators, rest rooms, lobbies, stairs, loading docks,
pedestrian walks, roofs and basements, janitor's and storage closets within the
Building and all other common rooms and common facilities within the Building.


<PAGE>   7
                                                                 Page 117 of 141





                                    ARTICLE 2
                                TERM OF SUBLEASE

           2.01 TERM COMMENCEMENT DATE. This Sublease shall commence on April 1,
2001 and shall end on the 30th day of September, 2003.

           2.02 RIGHT OF TERMINATION. Subtenant shall have the right to
terminate this Sublease by delivering written notice of its intention to
terminate ninety (90) days prior to said termination. Notice shall be delivered
to Sublandlord as provided under Article 17, below.

           2.03 CONDITION OF PREMISES. Subtenant hereby agrees to accept
Premises "as is." Subtenant's taking possession shall be conclusive evidence as
against Tenant that the Premises were in good order and satisfactory condition
when Subtenant took possession. At the termination of this Sublease, Subtenant
shall return the Premises broom-clean and in as good condition as when Subtenant
took possession, ordinary wear and tear, or loss by fire or other casualty
excepted, failing which the Sublandlord may restore the Premises to such
condition and Subtenant shall the cost thereof.

           2.04 SUBTENANT'S TRADE FIXTURES AND PERSONAL PROPERTY. Upon
expiration or sooner termination of this Sublease, Subtenant shall remove all of
its trade fixtures and other property from the Premises and shall promptly
repair any damage caused to the Premises or to the Building by such removal. If
the Subtenant fails to so remove any trade fixtures or other property of
Subtenant prior to vacating the Premises, such fixtures and/or other property
shall be deemed abandoned by Subtenant and shall become the property of
Sublandlord or, at Sublandlord's option, Sublandlord may cause the fixtures or
property to be removed at Subtenant's expense.

                                    ARTICLE 3
                          RENT, TAXES AND SUBLEASE YEAR

           3.01 FIXED RENT. Subtenant agrees to pay to Sublandlord at the
offices of Sublandlord, or at such other place designated by Sublandlord,
without any prior demand therefor and without any deduction or set-off
whatsoever, as follows:

                  Base Rent                 $12.95 per square foot

                  Fixed Utilities           $   .75 per square foot
                                            -------

                  Total Fixed Rent          $13.70 per square foot

For a total annual fixed rent of $16,535.90, payable on or before the first day
of each month in installments in the amount of $1,377.99.

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                                                                 Page 118 of 141


           If the term shall commence or terminate upon a day other than the
first (or in the case of termination the last) day of a calendar month,
Subtenant shall pay, upon the Term Commencement Date, and on the first day of
the last calendar month, a prorata portion of the Fixed Rent for the first and
last fractional calendar month, respectively, prorated on a per diem basis with
respect to such fractional calendar month.

           3.02 TAXES.

           (a) Sublandlord shall in the first instance, pay to the Landlord and
building owner, P.B. Associates, L.P., all "Building Taxes" as hereinafter
defined, pursuant to the Agreement of Lease by and between P.B. Associates, L.P.
and Sublandlord, dated March 15, 1996.

           The term "Building Taxes" shall be deemed to include all real
property taxes (which shall be deemed to include all property taxes and
assessments, water and sewer rents, rates and charges, parking and environmental
surcharges and any other governmental charges, general and special, ordinary and
extraordinary), which may be levied or assessed by any lawful authority against
the Building and the Building Common Areas. The amounts required to be paid by
Sublandlord or any Subtenant or occupant of the Building pursuant to any Payment
in Lieu of Tax Agreement entered into with a taxing authority having
jurisdiction over the Building shall be considered for the purposes of this
Sublease to be included within the definition of Building Taxes.

                  (b)  During the term of this Sublease, Subtenant agrees
to pay to Sublandlord as additional rent 14.96% (hereinafter called "Subtenant's
Allocable Share") of the amount by which Building Taxes payable by Sublandlord
under paragraph 3.02(a) above for each "Sublease Year", as defined in paragraph
3.04 below, exceed said Building Taxes payable during the Tax Base Year as
hereinafter defined. The term "Tax Base Year" for purposes of this Sublease
shall mean the tax year 1996-1997 for school taxes and the tax year 1996 for all
other building taxes, as set forth in the Agreement of Lease by and between P.B.
Associates, L.P. and Sublandlord dated March 15, 1996. At the beginning of each
Sublease Year, Sublandlord will submit to Subtenant Sublandlord's estimate of
the increases in Building Taxes for the following Sublease Year. Within ten (10)
days after receipt of such estimate, (and thereafter on the first day of each
month without invoice) Subtenant shall pay to Sublandlord an amount equal to
one-twelfth (1/12) of Subtenant's Allocable Share of such estimated increase. At
the end of each Sublease Year or partial Sublease Year, Sublandlord will furnish
to Subtenant a statement setting forth the actual Building Taxes payable during
such Sublease Year, comparing such actual Building Taxes with the Building Taxes
for the Tax Base Year and also comparing Subtenant's Allocable Share of the
increase as estimated by Sublandlord and paid by Subtenant with Subtenant's
Allocable Share of the actual increase in Building Taxes for such Sublease Year.
Any overpayment or underpayment by Subtenant shall be promptly adjusted by
payment within fifteen (15) days of the balance of any underpayment for such
year by Subtenant to Sublandlord, or by Sublandlord to Subtenant of the balance
of any overpayment for such year, or at Sublandlord's election by

<PAGE>   9
                                                                 Page 119 of 141


applying such overpayment by Subtenant as a credit to the next succeeding
monthly installments of increases in Building Taxes, or to offset any then
existing monetary default by Subtenant under this Sublease. A copy of a tax bill
or assessment bill submitted by Sublandlord to Subtenant shall at all times be
sufficient evidence of the amount of Building Taxes levied or assessed against
the property to which such bill relates.

           (c) Subtenant shall at all times be responsible for and pay, before
delinquency, all municipal, county, state or federal taxes assessed against its
leasehold interest or any fixtures, furnishings, equipment, stock-in-trade or
other personal property of any kind owned, installed or used in or on the
Premises.

           (d) Should any governmental taxing authority acting under any present
or future law, ordinance or regulation, levy, assess or impose a tax, excise,
surcharge and/or assessment (other than a tax on net rental income or franchise
tax) upon or against the rents payable by Subtenant to Sublandlord, or upon or
against the Building or the Building Common Areas, either by way of substitution
for or in addition to any existing tax on land or buildings or otherwise,
Subtenant shall be responsible for and shall pay Subtenant's Allocable Share of
such tax, excise, surcharge and/or assessment in the manner provided in
subparagraph (b) above.

           (e) Sublandlord may seek a reduction in the assessed valuation (for
real estate tax purposes) of the Building in which the Premises are situate by
administrative or legal proceeding. Subtenant shall pay to Sublandlord
Subtenant's Allocable Share of Sublandlord's costs for said proceedings
including but not limited to, special counsel, counsel's reimbursable expenses,
and special appraisers if required. In the event that the assessed valuation of
the Building is reduced as aforementioned or in any other manner, all future
computations of Subtenant's Allocable Share of Building Taxes shall be made with
respect to the new assessed valuation. Upon receipt of any refund resulting from
any proceeding for which Subtenant has paid Subtenant's Allocable Share of
Sublandlord's costs and has paid Subtenant's Allocable Share of excess Building
Taxes under paragraph 3.02(b) above, Sublandlord shall recompute the amount that
would have been due from Subtenant and pay to Subtenant the amount by which
Building Taxes originally paid by Subtenant exceed such recomputed amount.

           3.03 PAST DUE RENT. If, during the term of this Sublease, Subtenant
shall fail to pay any installment of Fixed Rent or additional rent or any other
charge hereunder when the same is due and payable, Subtenant shall pay to
Sublandlord, in addition to such installment of Fixed Rent or additional rents
or any other charge, without notice or demand by Sublandlord, a sum equal to
four percent (4%) of the payment due, said additional sum payable as herein
required being the agreed liquidated damages for Subtenant's late payment of any
installment not paid when due. If Subtenant's failure to pay any such
installment continues for more than thirty (30) days from the original date such
installment was due, Sublandlord shall have the right to impose as additional
liquidated damages a sum equal to ten percent (10%) of the amount then due.
Nothing contained in this paragraph 3.03 shall be construed to be a limitation
of or in substitution of Sublandlord's rights and remedies under Article 13. Any
payments by Subtenant to


<PAGE>   10
                                                                 Page 120 of 141


Sublandlord shall first be applied to satisfy any past due rent charges under
this Section before being applied for any other purposes.

           3.04 DEFINITION OF SUBLEASE YEAR AND PARTIAL SUBLEASE YEAR. The term
"Sublease Year" is defined to mean a period of twelve (12) consecutive calendar
months, the first full Sublease Year commencing on the first day of January
following the Term Commencement Date, and each succeeding Sublease Year
commencing on the anniversary of the commencement of the first full Sublease
Year. Any portion of the term which is less than a Sublease Year shall be deemed
a "Partial Sublease Year", and computations requiring proration shall be
prorated on a per diem basis using a 365-day year.

                                    ARTICLE 4
                                   ALTERATIONS

           4.01 ALTERATIONS, ADDITIONS AND IMPROVEMENTS. Subtenant shall not
make any alterations, additions or improvements in or to the Premises without
the prior written consent of Sublandlord, which consent will not be unreasonably
withheld or delayed. Subtenant shall not make nor permit any defacement, injury
or waste in, to or about the Premises or any part of the Building. Subtenant
agrees that any improvements as may be installed within the Premises by
Subtenant pursuant to this paragraph 4.01 shall, at the option of Sublandlord,
remain as part of the Premises at the expiration of the Sublease or any
extension or renewal thereof. Sublandlord, however, shall have the right to
require Subtenant to remove any alterations, additions or improvements so made.
Subtenant shall, at its expense, repair or cause to be repaired any damage to
the Premises caused by such removal.

                                    ARTICLE 5
                                 USE OF PREMISES

           5.01 USE OF PREMISES. Subtenant agrees to use the Premises for
general office purposes and for no other purpose whatsoever. Subtenant further
agrees to comply with the rules and regulations set forth in Exhibit "B"
attached hereto and made a part hereof, and with such reasonable modifications
thereof and additions thereto as Sublandlord may hereafter from time to time
make for the Building and the Building Common Areas.

                                    ARTICLE 6
                                 OPERATING COSTS

           6.01 DEFINITIONS. The term "Operating Costs" shall be deemed to
include the costs, as incurred by Sublandlord, of operating and maintaining the
Building and the Building Common Areas, including, but without limiting the
generality of the foregoing, the cost of: management fees that Sublandlord is
obligated to pay in connection with the management and leasing of the Building,
janitorial and cleaning services (which shall be deemed to include labor,
materials and supplies for cleaning any office space in the Building, whether or
not subleased to

<PAGE>   11
                                                                 Page 121 of 141


subtenants, including the Premises); insurance premiums, repairs to the Building
and roof; painting and caulking; refinishing; glass repair; the maintenance and
repair of lighting, utilities, sanitary control facilities, and heating,
ventilating and air-conditioning systems and equipment; removal of snow, ice,
trash, waste and refuse in compliance with any and all recycling laws, rules and
regulations imposed by the municipality in which the Building is located; fire
and security protection; the cost, as reasonably amortized by Sublandlord, with
annual interest at the prime rate in existence at the time of completion of the
improvement, of any capital improvement made after calendar year 1997 in
compliance with the requirements of any federal, state or local law or
governmental regulation; maintenance, replacement and rental of signs and
equipment; depreciation of the capital cost of any machinery and equipment used
in connection with the operation and maintenance of the Building Common Areas;
repair and/or replacement of on-site water lines, sanitary and storm sewer
lines; personnel costs and management fee; holiday and other decorations; and
related costs to implement such services.

           Operating Costs shall not include franchise or income taxes imposed
on Sublandlord, or the cost to Sublandlord for any work or service performed in
any instance for any subtenant (including Subtenant) at the cost of such
subtenant, or the cost of improvements performed for subtenants as Sublandlord's
work.

           6.02 SUBTENANT TO SHARE INCREASES IN OPERATING COSTS.

           (a) The "Base Year Period" of this Sublease shall be defined as
twelve (12) consecutive calendar months commencing on June 1, 1996 and ending
May 31, 1997, pursuant to the original Lease Agreement by and between P.B.
Associates, L.P. and Sublandlord dated March 15, 1996.

           (b) Subtenant agrees to pay to Sublandlord, as additional rent,
monthly (or less frequently as Sublandlord shall determine) within ten (10) days
after receipt of Sublandlord's estimate therefor (and thereafter on the first
day of each month without invoice) an amount equal to one-twelfth (1/12) of
Subtenant's Allocable Share of the estimated amount by which Operating Costs for
each "Sublease Year" exceed the Operating Costs for the "Base Year Period."

           (c) Following the end of each "Sublease Year" (or Partial Sublease
Year), Sublandlord shall furnish to Subtenant a comparative statement showing
Subtenant's Allocable Share of the Operating Costs during such year and the
amounts paid by Subtenant (based on Sublandlord's estimate of increases in
Operating Costs) attributable to such year. Any overpayment or underpayment by
Subtenant shall be promptly adjusted by payment, within fifteen (15) days, of
the balance of any underpayment for such year by Subtenant to Sublandlord, or by
Sublandlord to Subtenant of the balance of any overpayment for such year, or at
Sublandlord's election by applying such overpayment by Subtenant as a credit to
succeeding monthly installments of increases in Operating Costs, or to offset
any then existing monetary default by Subtenant under this Sublease. Sublandlord
and Subtenant shall use their best efforts

<PAGE>   12
                                                                 Page 122 of 141


to minimize such costs of operation, management and maintenance in a manner
consistent with generally accepted office building practices.

                                    ARTICLE 7
                                     REPAIRS

           7.01 REPAIRS. Subtenant shall give to Sublandlord prompt notice of
any damage to, or defective condition in any part of or appurtenance to the
Building's plumbing, electrical, heating, air-conditioning or other systems
serving, located in, or passing through the Premises. Subject to the provisions
of Article 10, Subtenant shall, at Subtenant's own expense, keep the Premises,
including everything therein (except the heating and air-conditioning systems),
in good order, condition and repair during the term.

           Subtenant, at Subtenant's expense, shall comply with all laws or
ordinances, and all rules and regulations of all governmental authorities and of
all insurance company directives at any time in force, applicable to the
Premises or to Subtenant's use thereof, except that Subtenant shall not hereby
be under any obligation to comply with any law, ordinance, rule or regulation
requiring any structural alteration of or in connection with the Premises,
unless such alteration is required by reason of a condition which has been
created by, or at the instance of, Subtenant, or is required by reason of a
breach of any of Subtenant's covenants and agreements hereunder. All repairs,
the estimated cost of which exceeds $500.00, made by Subtenant shall be made
using contractors approved by Sublandlord, which approval shall not be
unreasonably withheld. If Subtenant fails or neglects to comply with any laws or
ordinances, rules and regulations of any governmental authority or insurance
company directives as herein required of Subtenant, then Sublandlord or its
agents may enter the Premises and make said repairs and comply with any laws or
ordinances, or the rules and regulations of any governmental authority or
insurance company directives at the cost and expense of the Subtenant and in
case Subtenant fails to pay therefor upon notice within five (5) days
thereafter, the said cost and expenses shall be added to the next month's
installment of Fixed Rent and be due and payable as such or Sublandlord may
deduct the same from any balance remaining in Sublandlord's hands. This
provision is in addition to the right of Sublandlord to terminate this Sublease
by reason of default on the part of Subtenant.

           7.02 HAZARDOUS MATERIALS. Subtenant shall, at all times, comply with
all local and federal laws, rules and regulations governing the use, handling
and disposal of Hazardous Materials in the Premises including, but not limited
to Section 1004 of the Federal Reserve Conservation and Recovery Act, 42 U.S.C.
Section 6901 et seq. (42 U.S.C. Section 6903) and any additions, amendments, or
modifications thereto. As used herein, the term "Hazardous Materials" shall mean
any hazardous or toxic substance, material or waste including but not limited to
petroleum products, which is, or becomes, regulated by any local or state
government authority in which the Premises is located or the United States
Government. Sublandlord and its agents shall have the right, but not the duty,
to inspect the Premises at any time to determine whether Subtenant is complying
with the terms of this Section. If Subtenant is not in compliance

<PAGE>   13
                                                                 Page 123 of 141


with this Section, Sublandlord shall have the right to immediately enter upon
the Premises and take whatever actions reasonably necessary to comply including,
but not limited to, the removal of the Premises of any Hazardous Materials and
the restoration of the Premises to a clean, neat, attractive, healthy and
sanitary condition. Subtenant shall pay all such costs incurred by Sublandlord
within ten (10) days of receipt of a bill therefor.

                                    ARTICLE 8
                                    INDEMNITY

           8.01 INDEMNIFICATION BY SUBTENANT. Subtenant does hereby indemnify
Sublandlord (and such other persons as are in privity of estate with
Sublandlord) and save it harmless from and against any and all claims, actions,
damages, liability and expense in connection with loss of life, personal injury
and/or damage to property arising from or out of any occurrence in, upon or at
the Premises, from or out of the occupancy or use by Subtenant of the Premises
and/or the Building Common Areas or any part thereof, or occasioned wholly or in
part by any act or omission of Subtenant, its agents, contractors, employees,
lessees or concessionaires. In case Sublandlord (and such other persons as are
in privity of estate with Sublandlord) shall, without fault on its part, be made
a party to any litigation commenced by or against Subtenant, then Subtenant
agrees to protect and hold Sublandlord harmless and to pay all costs, expenses
and reasonable attorney's fees incurred or paid by Sublandlord in connection
with such litigation. Subtenant agrees also to pay all costs, expenses, and
reasonable attorney's fees that may be incurred or paid by Sublandlord in
enforcing the covenants and agreements in this Sublease.

                                    ARTICLE 9
                                    INSURANCE

           9.01 LIABILITY INSURANCE. At all times during the term of this
Sublease, Subtenant shall, at its sole cost and expense, maintain personal
injury and property damage liability insurance, naming the Sublandlord as an
additional insured party, against claims for personal injury, death or property
damage occurring on, in or about the Premises during the term of this Sublease
of not less than One Million Dollars ($1,000,000.00) with respect to personal
injury, death or property damage, and including general liability coverage. In
the event that Subtenant shall not have delivered to Sublandlord a certificate
evidencing such insurance on or before the Term Commencement Date and fifteen
(15) days prior to the expiration dates of each expiring policy, Sublandlord may
obtain such insurance as it may reasonably require to protect its interest, and
the cost for such policies shall be paid by Subtenant to Sublandlord as
additional rent upon demand.

           9.02 ALL RISKS AND DIFFERENCE IN CONDITIONS INSURANCE. At all times
during the term of this Sublease, Sublandlord shall keep the Building insured
for the benefit of Sublandlord against loss or damage by risks now or hereafter
embraced by "All Risks" and against such other

<PAGE>   14
                                                                 Page 124 of 141


risks as Sublandlord from time to time reasonably may designate in amounts
sufficient to prevent Sublandlord from becoming a co-insurer.

           9.03 WAIVER OF SUBROGATION. Each party hereto hereby waives on behalf
of the insurers of such party's property, any and all claims or rights of
subrogation of any such insurer against the other party hereto for loss of or
damage to the property so insured other than loss or damage resulting from the
willful act of such other party, and each party hereby agrees to maintain
insurance upon its property, it being understood, however, (a) that such waiver
shall be ineffective as to any insurer whose policy of insurance does not
authorize such waiver, (b) that it shall be the obligation of each party seeking
the benefit of the foregoing waiver to request the other party (i) to submit
copies of its insurance, and (ii) in case such waiver results in an additional
charge from the insurer thereunder, the additional charge for such waiver shall
be paid by the party requesting the benefit of said waiver; and (c) that no
party shall be liable to the other under clause (b) hereof except for willful
failure to comply with any request pursuant to said clause (b).

           9.04 SUBTENANT'S PROPERTY. At all times during the term of this
Sublease, Subtenant shall, at Subtenant's sole cost and expense, carry
"all-risk" insurance coverage for Subtenant's trade fixtures, furnishings,
equipment and other personal property of Subtenant.

                                   ARTICLE 10
                            FIRE AND OTHER CASUALTIES

           10.01 UNTENANTABILITY. If the Premises are made untenantable in whole
or in part by fire or other casualty, the Fixed Rent, additional rent and other
charges, until repairs shall be made or the Sublease terminated as hereinafter
provided, shall be apportioned on a per diem basis according to the part of the
Premises which is usable by Subtenant, if, but only if, such fire or other
casualty not be caused by Subtenant's fixtures or equipment or by fault or
negligence of Subtenant, its contractors, agents or employees. If such damage
shall be so extensive that the Premises cannot be restored by Sublandlord within
a period of nine (9) months, either party shall have the right to cancel this
Sublease by notice to the other given at any time within thirty (30) days after
the date of such damage. In the event of giving effective notice pursuant to
this paragraph, this Sublease and the term and the estate hereby granted shall
expire on the date fifteen (15) days after the giving of such notice as fully
and completely as if such date were the date hereinbefore set for the expiration
of the term of this Sublease. If this Sublease is not so terminated, Sublandlord
will promptly (taking into account the time necessary to obtain required permits
and approvals and the time necessary to effectuate a satisfactory settlement
with Sublandlord's insurance company) restore the damage insured by Sublandlord
pursuant to paragraph 9.02. Subtenant hereby expressly waives the provisions of
Section 227 of the New York Real Property Law and agrees that the foregoing
provisions of this paragraph 10.01 shall govern and control in lieu thereof.

<PAGE>   15
                                                                 Page 125 of 141


           10.02 LOSS OF PROPERTY AND WATER DAMAGE. Sublandlord shall not be
responsible to Subtenant for any loss or theft of property in or from the
Premises, or for any loss or theft or damage of or to any property left with any
employee of Sublandlord, however occurring. Sublandlord shall not be liable for
any damage caused by water, rain, snow or ice, or by breakage, stoppage or
leakage of water, gas, heating, air-conditioning, sewer or other pipes or
conduits, or arising from any other cause, in, upon, about or adjacent to the
Premises or the Building.

                                   ARTICLE 11
                                 EMINENT DOMAIN

           11.01 EMINENT DOMAIN.

           (a) In the event that title to the whole or any part of the Premises
shall be lawfully condemned or taken in any manner for any public or
quasi-public use, this Sublease and the term and estate hereby granted shall
forthwith cease and terminate as of the date of vesting of title, and
Sublandlord shall be entitled to receive the entire award, Subtenant hereby
assigning to Sublandlord Subtenant's interest therein, if any.

           (b) In the event that title to a part of the Building other than the
Premises shall be so condemned or taken, and if in the opinion of Sublandlord,
the Building should be restored in such a way as to alter the Premises
materially, Sublandlord may terminate this Sublease and the term and estate
hereby granted by notifying Subtenant of such termination within sixty (60) days
following the date of vesting of title, and this Sublease and the term and
estate hereby granted shall expire on the date specified in the notice of
termination, which date shall be not less than sixty (60) days after the giving
of such notice, as fully and completely as if such date were the date
hereinbefore set for the expiration of the term of this Sublease, and the Fixed
Rent, additional rent, and other charges hereunder shall be apportioned as of
such date. In such event, Subtenant shall not be entitled to any portion of
Sublandlord's award hereunder, if any, nor shall Subtenant have any claim
against Sublandlord for the value of the unexpired portion of the term.

                                   ARTICLE 12
                        BANKRUPTCY AND DEFAULT PROVISIONS

           12.01 CONDITIONAL LIMITATIONS. This Sublease and the demised term are
subject to the limitation that if, at any time prior to or during the term, any
one or more of the following events (herein called an "event of default") shall
occur, that is to say:

           (a) If Subtenant shall make an assignment for the benefit of its
creditors; or

           (b) If the subleasehold estate hereby created shall be taken on
execution or by other process of law; or

<PAGE>   16
                                                                 Page 126 of 141


           (c) If any petition shall be filed against Subtenant in any court,
whether or not pursuant to any statute of the United States or of any State, in
any bankruptcy, reorganization, composition, extension, arrangement, or
insolvency proceedings, and Subtenant shall thereafter be adjudicated bankrupt,
or such petition shall be approved by the court, or the court shall assume
jurisdiction of the subject matter and if such proceedings shall not be
dismissed within ninety (90) days after the institution of the same, or if any
such petition shall be so filed by the Subtenant; or

           (d) If in any proceedings a receiver or trustee be appointed for
Subtenant's property, and such receivership or trusteeship shall not be vacated
or set aside within ninety (90) days after the appointment of such receiver or
trustee; or

           (e) If Subtenant shall vacate or abandon the Premises and permit the
same to remain unoccupied or closed for business for more than thirty (30) days;
or

           (f) If Subtenant shall fail to pay any installment of the Fixed Rent
or any part thereof when the same shall become due and payable, and such failure
shall continue for ten (10) days after notice from Sublandlord; or

           (g) If Subtenant shall fail to pay any other charge required to be
paid by Subtenant hereunder, and such failure shall continue for ten (10) days
after notice thereof from Sublandlord to Subtenant; or

           (h) If Subtenant shall fail to perform or observe any other
requirement of this Sublease (not hereinbefore in this paragraph specifically
referred to) on the part of Subtenant to be performed or observed, and such
failure shall continue for thirty (30) days after notice thereof from
Sublandlord to Subtenant;

then, upon the happening of any one or more of the aforementioned events of
default, and the expiration of the period of time prescribed above, Sublandlord
may give Subtenant a notice (hereinafter called "notice of termination") of its
intention to end the term of this Sublease at the expiration of five (5) days
from the date of service of such notice of termination, and at the expiration of
such five (5) days, this Sublease and the term hereof, as well as all of the
right, title and interest of Subtenant hereunder, shall wholly cease and expire
in the same manner and with the same force and effect as if the date of
expiration of such five (5) day period were the date originally specified herein
for the expiration of this Sublease and the demised term, and Subtenant shall
then quit and surrender the Premises to Sublandlord, but Subtenant shall remain
liable as hereinafter provided in Section 12.02.

           If the Sublandlord shall not be permitted to terminate this Sublease
as hereinabove provided because of Title 11 of the United States Code, as
amended, related to Bankruptcy (the "Bankruptcy Code"), then Subtenant or any
trustee for Subtenant agrees promptly, within no more than fifteen (15) days
after the request of Sublandlord to the

<PAGE>   17
                                                                 Page 127 of 141


Bankruptcy Court, to assume or reject this Sublease , and Subtenant agrees not
to seek or request any extension or adjournment of any application to assume or
reject this Sublease so made by Sublandlord. In such event, Subtenant or any
trustee for Subtenant may only assume this Sublease if it (1) cures or provides
adequate assurance that the trustee will promptly cure any default hereunder,
(2) compensates or provides adequate assurance that the Subtenant will promptly
compensate Sublandlord for any actual pecuniary loss to Sublandlord resulting
from Subtenant's default, and (3) provides adequate assurance of future
performance under this Sublease by Subtenant. In no event after the assumption
of this Sublease by Subtenant or any trustee for Subtenant shall any then
existing default remain uncured for a period in excess of ten (10) days.
Adequate assurance of future performance of this Sublease shall include, without
limitation, adequate assurance (a) of the source of the Fixed Rent required to
be paid to Sublandlord hereunder, and (b) that the assumption or any permitted
assignment of this Sublease will not constitute a breach of any provision of
this Sublease.

           12.02 SUBLANDLORD'S REMEDIES.

           (a) If this Sublease shall be terminated as provided in paragraph
12.01, Sublandlord or Sublandlord's agents or employees may immediately or at
any time thereafter re-enter the Premises and remove therefrom Subtenant, its
agents, employees, licensees, and any subtenants and other persons, firms or
corporations, and all or any of its or their property therefrom either by
summary dispossess proceedings or by any suitable action or proceeding at law or
by force or otherwise, without being liable to indictment, prosecution or
damages therefore, and repossess and enjoy the Premises, together with all
alterations, additions and improvements thereto.

           (b) In case of any such termination, re-entry or dispossession by
summary proceedings or otherwise, the rents and all other charges required to be
paid up to the time of such termination, re-entry or dispossession, shall be
paid by Subtenant, and Subtenant shall also pay to Sublandlord all expenses
which Sublandlord may then or thereafter incur for legal expenses, attorneys'
fees, brokerage commissions and all other costs paid or incurred by Sublandlord
for restoring the Premises to good order and condition and for altering and
otherwise preparing the same for reletting thereof. Sublandlord may, at any time
and from time to time, relet the Premises, in whole or in part, for any rental
then obtainable either in its own name or as agent of Subtenant, for a term or
terms which, at Sublandlord's option, may be for the remainder of the then
current term of this Sublease or for any longer or shorter period.

           (c) If this Sublease be terminated as aforesaid, Subtenant
nevertheless covenants and agrees, notwithstanding any entry or re-entry by
Sublandlord, whether by summary proceedings, termination, or otherwise, to
remain liable for all rent and additional rent due under this Sublease and all
cost expenses and attorneys' fees to enforce this Sublease . At its option,
Sublandlord may accelerate the payment of all Fixed Rent and additional rent due
hereunder to be immediately due and payable. In the event the Premises be relet
by Sublandlord, Subtenant shall be entitled to a credit in the net amount of
rent received by Sublandlord in

<PAGE>   18
                                                                 Page 128 of 141


reletting the Premises after deduction of all expenses and costs incurred or
paid as aforesaid in reletting the Premises and in collecting the rent in
connection therewith. As an alternative, at the election of Sublandlord,
Subtenant shall pay to Sublandlord as damages, such a sum as at the time of such
termination represents the amount of the then present value of the total Fixed
Rent and additional rent and other benefits which would have accrued to
Sublandlord under this Sublease for the remainder of the term (including all
renewal terms whether or not Subtenant had elected to renew) if the Sublease
terms had been fully complied with by Subtenant.

           (d) No failure by Sublandlord to insist upon the strict performance
of any covenant, agreement, term or condition of this Sublease or to exercise
any right or remedy consequent upon the breach thereof, and no acceptance of
full or partial rent during the continuance of any such breach, shall constitute
a waiver of any such breach or of such covenant, agreement, term or condition.
No waiver of any breach shall affect or alter this Sublease, but each and every
covenant, agreement, term and condition of this Sublease shall continue in full
force and effect with respect to any other then existing or subsequent breach
thereof. No payment by Subtenant or receipt by Sublandlord of a lesser amount
than the monthly installments of rent or additional rent stipulated in this
Sublease shall be deemed to be other than on account of the earliest stipulated
rent, nor shall any endorsement or statement on any check or letter accompanying
a check for payment of rent be deemed any accord and satisfaction, and
Sublandlord may accept such check or payment without prejudice to Sublandlord's
right to recover the balance of such rent or to pursue any other remedy provided
by this Sublease.

           (e) Each right or remedy of Sublandlord provided for in this Sublease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Sublease, or now or hereafter existing at law or in equity
or by statute or otherwise.

                                   ARTICLE 13
                                MECHANIC'S LIENS

           13.01 MECHANIC'S LIENS. Subtenant agrees to pay when due all sums of
money that may become due for, or purporting to be due for, any labor, services,
materials, supplies or equipment alleged to have been furnished or to be
furnished to or for Subtenant in, upon or about the Premises and/or
Sublandlord's interest therein.

                                   ARTICLE 14
                      MORTGAGES, ASSIGNMENTS AND SUBLEASES

           14.01 LIMITATION ON SUBTENANT'S RIGHTS. Except as hereinafter
otherwise provided, during the term of this Sublease, neither this Sublease nor
the interest of Subtenant in this Sublease , or in any sublease, or in any
rentals under any sublease shall be sold, assigned, transferred, mortgaged,
pledged, hypothecated or otherwise disposed of, whether by operation of law or
otherwise, unless Sublandlord's prior written consent is obtained in each case,
nor shall the Premises be sublet in any case unless such prior written consent
is obtained.

<PAGE>   19
                                                                 Page 129 of 141


           Any assignment, mortgage, pledge, sublease or hypothecation of this
Sublease, or of the interest of Subtenant hereunder, without full compliance
with any and all requirements set forth in this Sublease shall be a breach of
this Sublease and a default hereunder, shall be null and void, and shall confer
no rights upon any third party.

                                   ARTICLE 15
                            SUBORDINATION OF SUBLEASE

           15.01 SUBORDINATION TO MORTGAGES AND GROUND LEASES. This Sublease and
all the rights of Subtenant hereunder and shall be subject and subordinate to
the lien of any ground or underlying Leases and to any mortgage or mortgages,
whether fee or leasehold mortgages, which may now or hereafter affect the
Premises or the Building or the land under the Building, and to all renewals,
modifications, consolidations, replacements and extensions thereof, and advances
thereunder. Specifically, this Sublease is subordinate to the Agreement of Lease
by and between P.B. Associates, L.P. as Landlord, and S.B. Ashley Management
Corporation (formerly Sibley Real Estate Services, Inc.) as Tenant, dated March
15, 1996, and any amendment or modification thereof.

           Subtenant will not do, suffer or permit any act, happening or
occurrence or any condition to occur or remain which may be prohibited under the
terms or provisions of any ground or underlying sublease or mortgage to which
this Sublease is subject or which will create a default thereunder except that
Subtenant shall not be obligated to pay the principal indebtedness or any
installment thereof or interest thereon.

                                   ARTICLE 16
                                ENTRY TO PREMISES

           16.01 ENTRY TO PREMISES BY SUBLANDLORD. Sublandlord shall have the
right to enter the Premises at all reasonable times after notice for the
purposes of:

           (a) inspecting the same, and/or

           (b) making any repairs to the Premises and performing any work
therein that may be necessary by reason of Subtenant's default under the terms
of this Sublease continuing beyond any applicable period of grace, and/or

           (c) exhibiting the Premises for the purpose of sale, ground sublease
or mortgage.

                                   ARTICLE 17
                            NOTICES AND CERTIFICATES

<PAGE>   20
                                                                 Page 130 of 141


           17.01 NOTICES AND CERTIFICATES. Any notice, statement, certificate,
request or demand required or permitted to be given under this Sublease shall be
in writing sent either by an overnight express mail service (such as Federal
Express) or by registered or certified mail, postage prepaid, return receipt
requested, addressed, as the case may be, to Sublandlord at the address shown at
the beginning of this Sublease, with a copy to Diana B. Foti, Esq., Evans & Fox,
LLP, 95 Allens Creek Road, Suite 103, Rochester, New York 14618 and to Subtenant
at the address shown at the beginning of this Sublease until the Term
Commencement Date of the Sublease and thereafter to the address of the Premises
or to such other addresses as Sublandlord or Subtenant shall designate in the
manner herein provided. Such notice, statement, certificate, request or demand
shall be deemed to have been given on the date mailed as aforesaid by such
express mail service or on the date deposed in any post office or branch post
office regularly maintained by the United States Government, except for notice
of change of address or revocation of a prior notice, which shall only be
effective upon receipt or refusal to accept receipt of such notice.

           17.02 CERTIFICATE BY SUBTENANT. Within fifteen (15) days after
request by Sublandlord, Subtenant, from time to time and without charge, shall
deliver to Sublandlord or to a person, firm or corporation, specified by
Sublandlord, a duly executed and acknowledged instrument certifying:

           (a) that this Sublease is unmodified and in full force and effect, or
if there has been any modification, that the Sublease is in full force and
effect, as modified, and identifying the date of any such modification, and

           (b) whether Subtenant knows or does not know, as the case may be, of
any default by Sublandlord in the performance by Sublandlord of the terms,
covenants, and conditions of this Sublease, and specifying the nature of such
defaults, if any, and

           (c) whether or not there are any then existing setoffs or defenses by
Subtenant to the enforcement by Sublandlord of the terms, covenants, and
conditions of this Sublease and any modification thereof, and if so, specifying
them, and

           (d) the date to which the Fixed Rent has been paid.

                                   ARTICLE 18
                           COVENANT OF QUIET ENJOYMENT

           18.01 COVENANT OF QUIET ENJOYMENT. Subtenant, subject to the terms
and provisions of this Sublease, on payment of the rent and observing, keeping
and performing all the terms and provisions of this Sublease on its part to be
observed, kept and performed, shall lawfully, peaceably and quietly have, hold
and enjoy the Premises during the term hereof on and after the Term Commencement
Date without hindrance or ejection by Sublandlord and any

<PAGE>   21
                                                                 Page 131 of 141


persons lawfully claiming under Sublandlord, subject nevertheless to the terms
and conditions of this Sublease and to any ground or underlying lease or
sublease and/or mortgage(s); but it is understood and agreed that this covenant,
and any and all other covenants of Sublandlord contained in this Sublease shall
be binding upon Sublandlord and its successors only with respect to breaches
occurring during its and their respective ownership of Sublandlord's interest
hereunder.

                                   ARTICLE 19
                                    SERVICES

           19.01 SERVICES. During the term of this Sublease, while Subtenant is
not in default hereunder, Sublandlord shall furnish to the Premises electricity,
lighting, heating, ventilating, air conditioning, elevator service and water to
the plumbing fixtures, if any, on Monday through Friday from 8:00 a.m. to 6:00
p.m. and on Saturday from 8:30 a.m. to 1:00 p.m., principal legal holidays
excepted. Sublandlord shall also furnish janitorial services consisting of
cleaning floors, removing waste paper each business day and window cleaning.

           19.02 INTERRUPTION OF SERVICE. No diminution or abatement of rent or
other compensation shall be claimed or allowed for inconvenience or discomfort
arising from the making of repairs or improvements to the Premises, the Building
or its appurtenances. There shall be no diminution or abatement of rent or any
other compensation for interruption or curtailment of any service or utility
herein expressly or impliedly agreed to be furnished by Sublandlord when such
interruption or curtailment shall be due to accident, alterations, repairs
(desirable or necessary), or to inability or difficulty in securing supplies or
labor, or to some other cause not resulting from gross negligence on the part of
Sublandlord. No such interruption or curtailment shall be deemed a constructive
eviction. Subtenant agrees that Sublandlord shall not be responsible for
interruption of utility service caused by any utility company or governmental
regulatory agency.

                                   ARTICLE 20
                          CERTAIN RIGHTS TO SUBLANDLORD

           20.01 CERTAIN RIGHTS RESERVED TO SUBLANDLORD. Sublandlord reserves
the following rights:

           (a) To name the Building and to change the name or street address of
the Building;

           (b) To install - and maintain a sign or signs on the exterior or
interior of the Building;


           (c) During the last ninety (90) days of the term, or during or prior
to that time if Subtenant vacates the Premises, to decorate, remodel, repair,
alter or otherwise prepare the

<PAGE>   22
                                                                 Page 132 of 141


Premises for reoccupancy, including the placing of a notice of reasonable
size on or in the Premises offering the Premises "For Rent" or "For Sublease,"
all without affecting Subtenant's obligation to pay rental for the Premises;

           (d) To constantly have pass keys to the Premises;

           (e) At any time in the event of an emergency, or otherwise at
reasonable times, to take any and all measures, including inspections, repairs,
alterations, additions and improvements to the Premises or to the Building, as
may be necessary or desirable for the safety, protection or preservation of the
Premises or the Building or the Sublandlord's interests, or as may be necessary
or desirable in the operation or improvement of the Building or in order to
comply with all laws, orders and requirements of governmental or other
authority.

           (f) At any reasonable time and from time to time throughout the term
of the Sublease to show the Premises to persons wishing to rent same or to
purchase the Building.

                                   ARTICLE 21
                            MISCELLANEOUS PROVISIONS

           21.01 HOLDOVER. Should Subtenant continue to occupy the Premises
after the expiration of the term hereof, termination of this Sublease or after a
forfeiture incurred, and if Sublandlord consents to such continued occupancy,
such tenancy shall be from month to month, and such month-to-month tenancy shall
be under all the terms, covenants and conditions of this Sublease, except at
double the monthly rent reserved herein.

           21.02 LIMITATION ON PERSONAL LIABILITY.

           (a) It is understood and agreed that Subtenant shall look solely to
the estate and property of Sublandlord in the Building for the satisfaction of
Subtenant's remedies for the collection of a judgment (or other judicial
process) requiring the payment of money by Sublandlord in the event of any
default or breach by Sublandlord with respect to any of the terms, covenants and
conditions of this Sublease to be observed and/or performed by Sublandlord and
any other obligation of Sublandlord created by or under this Sublease, and no
other property or assets of Sublandlord or of its partners, beneficiaries,
co-subtenants, shareholders, or principals (as the case may be) shall be subject
to levy, execution or other enforcement procedures.

           (b) The term "Sublandlord" as used in subparagraph 21.02(a) above and
throughout this Sublease, so far as covenants and agreements on the part of
Sublandlord are concerned, shall be limited to mean and include only S.B. Ashley
Management Corporation. Further, in the event of any transfer or transfers of
the title to the Sublease and/or the Building, Sublandlord herein named (and in
case of any subsequent transfers or conveyances, the then grantor), including
each of its partners, beneficiaries, co-subtenants, shareholders, or principals
(as the case may be), shall be automatically freed and relieved from and after
the date of such

<PAGE>   23
                                                                 Page 133 of 141


transfer and conveyance of all liability as respects the performance of any
covenants and agreements on the part of Sublandlord. Sublandlord or the grantor
shall turn over to the grantee all monies and security, if any, then held by
Sublandlord or such grantor on behalf of Subtenant, Sublandlord thereby being
relieved of and from all responsibility for such monies and security, and shall
assign to such grantee all right, title and interest of Sublandlord or such
grantor thereto, it being intended that the covenants and agreements contained
in this Sublease on the part of Sublandlord to be performed shall, subject as
aforesaid, be binding on Sublandlord, its successors and assigns.

           21.03 NO REPRESENTATIONS BY SUBLANDLORD. Sublandlord and
Sublandlord's agents have made no representations or promises with respect to
the Building, the land upon which the Building is erected or the Premises except
as herein expressly set forth, and no rights, easements, or licenses are
acquired by Subtenant by implication or otherwise except as expressly set forth
in the provisions of this Sublease.

           21.04 SUBLEASE BINDING. All covenants in this Sublease which are
binding upon Subtenant shall be construed to be equally applicable to and
binding upon Subtenant's agents, employees and others claiming the right to be
in the Premises or in the Building through or under Subtenant. If more than one
individual, firm or corporation shall join as Subtenant, the singular context
shall be construed to be plural wherever necessary, and the covenants of
Subtenant shall be the joint and several obligations of each party signing as
Subtenant; and, when the parties signing as Subtenant are partners, it shall be
the joint and several obligations of the firm and of the individual members
thereof.

           21.05 FORCE MAJEURE. The period of time during which either party is
prevented or delayed in the performance or the making of any improvements or
repairs or fulfilling any obligation other than the payment of Fixed Rent or
additional rent required under this Sublease due to unavoidable delays caused by
fire, catastrophe, strikes or labor trouble, civil commotion, Acts of God or the
public enemy, governmental prohibitions or regulations or inability to obtain
materials or labor by reason thereof, or other causes beyond such party's
reasonable control, shall be added to such party's time for performance thereof,
and such party shall have no liability by reason thereof.

           21.06 ATTORNMENT BY SUBTENANT. If at any time during the term of this
Sublease, the Building is sold through a mortgage foreclosure proceeding, or if
Sublandlord hereunder shall be the holder of a leasehold estate covering
premises which include the Premises and if such leasehold estate shall be
cancelled or otherwise terminated prior to the expiration date thereof and prior
to the expiration of the term of this Sublease, or in the event of the surrender
thereof whether voluntary, involuntary or by operation of law, Subtenant shall
make full and complete attornment to the purchaser at the foreclosure sale or to
the lessor of such leasehold estate for the balance of the term of this Sublease
upon the same covenants and conditions as are contained herein so as to
establish direct privity between such purchaser or lessor and Subtenant and with
the same force and effect as though this Sublease was made directly from such
purchaser or

<PAGE>   24
                                                                 Page 134 of 141


lessor to Subtenant. Subtenant shall make all rent payments thereafter directly
to such purchaser or lessor.

           21.07 EFFECT OF CAPTIONS. The captions or legends on this Sublease
are inserted only for convenient reference or identification of the particular
paragraphs. They are in no way intended to describe, interpret, define or limit
the scope, or extent or intent of this Sublease, or any paragraph or provision
thereof.

           22.08 EXECUTION IN COUNTERPARTS. This Sublease may be executed in one
or more counterparts, any one or all of which shall constitute but one
agreement.

           22.09 LAW GOVERNING, EFFECT AND GENDER. This Sublease shall be
construed in accordance with the laws of the State of New York and shall be
binding upon the parties hereto and their respective legal representatives,
successors and assigns except as expressly provided otherwise. Should any
provisions of this Sublease require judicial interpretation, it is agreed that
the court interpreting or construing the same shall not apply a presumption that
the terms of any such provisions shall be more strictly construed against one
party or the other by reason of the rule of construction that a document is to
be construed most strictly against the party who itself or its agent prepared
the same, it being agreed that the agents of all parties have participated in
the preparation of this Sublease. Use of the neutral gender shall be deemed to
include the masculine or feminine, as the sense requires.

           22.10 BROKERAGE. Subtenant warrants that it has had no dealings with
any broker or agent in connection with this Sublease and covenants and agrees to
pay any commission, compensation or charge claimed by any real estate broker,
salesman or agent with respect to this Sublease or the negotiation thereof, and
Subtenant further covenants to hold harmless and indemnify Sublandlord from and
against any and all costs, expense or liability in connection therewith.

           22.11 COMPLETE AGREEMENT. This Sublease contains and embraces the
entire Agreement between the parties hereto and it or any part of it may not be
changed, altered, modified, limited, terminated, or extended orally or by any
agreement between the parties unless such agreement be expressed in writing,
signed and acknowledged by the parties hereto, their legal representatives,
successors or assigns, except as may be expressly otherwise provided herein.

           22.12 INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision
of this Sublease or the application thereof to any person or circumstances shall
to any extent be invalid or unenforceable, the remainder of this Sublease, or
the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Sublease shall be valid and be
enforced to the fullest extent permitted by law.

<PAGE>   25
                                                                 Page 135 of 141


           22.13 EXECUTION OF SUBLEASE BY SUBLANDLORD. The submission of this
document for examination and negotiation does not constitute an offer to
sublease, or a reservation of, or option for, the Premises and this document
becomes effective and binding only upon the execution and delivery hereof by
Sublandlord and by Subtenant.

<PAGE>   26
                                                                 Page 136 of 141




           IN WITNESS WHEREOF, the parties hereto have executed this Sublease on
the date first above written.

      SUBLANDLORD                                       SUBTENANT
      -----------                                       ---------

S.B. ASHLEY MANAGEMENT                  GENESEE CORPORATION
CORPORATION

By:   /s/ Raymond H. Drake              By:       /s/ Mark W. Leunig
      ------------------- ----                   -------------------------

Its:    Executive Vice President        Its:      Senior Vice President
        ------------------------                  ------------------------

<PAGE>   27
                                                                 Page 137 of 141




                                   EXHIBIT "A"
                                   -----------

                                       TO

                              AGREEMENT OF SUBLEASE

                                     BETWEEN

                S.B. ASHLEY MANAGEMENT CORPORATION (SUBLANDLORD)

                                       AND

                         GENESEE CORPORATION (SUBTENANT)




                              FLOOR PLAN (Premises)







<PAGE>   28
                                                                 Page 138 of 141


                                   EXHIBIT "B"

                                       TO

                              AGREEMENT OF SUBLEASE

                                     BETWEEN

                S.B. ASHLEY MANAGEMENT CORPORATION (SUBLANDLORD)

                                       AND

                         GENESEE CORPORATION (SUBTENANT)




                              RULES AND REGULATIONS