<PAGE>   1
                                                                  EXHIBIT 10.152




                               AGREEMENT OF LEASE

                              TEXACO INC., LANDLORD

                                       AND

                             ATLAS AIR, INC., TENANT

                             2000 WESTCHESTER AVENUE
                          WHITE PLAINS, NEW YORK 10650


                                NOVEMBER 9, 1999


<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                          <C>
PREAMBLE DEFINITIONS AND CERTAIN TERMS........................................1

ARTICLE 1 DEMISE AND PREMISES.................................................5

ARTICLE 2 TERM/CONSTRUCTION...................................................6

ARTICLE 3 BASE RENT AND ADDITIONAL RENT......................................13

ARTICLE 4 ESCALATION FOR OPERATING EXPENSES..................................17

ARTICLE 5 ELECTRICITY........................................................20

ARTICLE 6 BUILDING SERVICES..................................................28

ARTICLE 7 HEAT, VENTILATING AND AIR CONDITIONING.............................32

ARTICLE 8 PARKING............................................................34

ARTICLE 9 USE, BUILDING NAME AND TENANT IDENTIFICATION.......................35

ARTICLE 10 CHANGES IN THE BUILDING AND ACCESS................................39

ARTICLE 11 EMINENT DOMAIN....................................................42

ARTICLE 12 REPAIRS AND MAINTENANCE...........................................44

ARTICLE 13 DESTRUCTION, FIRE AND OTHER CASUALTY..............................45

ARTICLE 14 INSURANCE.........................................................47

ARTICLE 15 TENANT ALTERATIONS................................................53

ARTICLE 16 TENANT'S PROPERTY.................................................58

ARTICLE 17 SURRENDER.........................................................59

ARTICLE 18 RECORDING ESTOPPEL CERTIFICATE, AND CONFIDENTIALITY...............60

ARTICLE 19 EVENTS OF DEFAULT AND TERMINATION.................................62

ARTICLE 20 ASSIGNMENT AND SUBLETTING.........................................64

ARTICLE 21 SECURITY DEPOSIT..................................................72

ARTICLE 22 QUIET ENJOYMENT, SUBORDINATION, ATTORNMENT AND NOTICE TO LESSOR
           AND MORTGAGEES....................................................76

ARTICLE 23 BROKERAGE.........................................................80

ARTICLE 24 RE-ENTRY BY LANDLORD ON TENANT'S DEFAULT, CURING TENANT'S
           DEFAULTS..........................................................81

ARTICLE 25 NOTICES...........................................................83

ARTICLE 26 REQUIREMENTS OF LAW...............................................84

ARTICLE 27 NON-LIABILITY, INDEMNIFICATION AND NON-RECOURSE...................86
</TABLE>


                                        i
<PAGE>   3

<TABLE>
<S>                                                                         <C>
ARTICLE 28 DAMAGES...........................................................90

ARTICLE 29 WAIVERS, FAILURE TO ENFORCE TERMS, MODIFICATIONS..................92

ARTICLE 30 SHORING...........................................................94

ARTICLE 31 SUCCESSORS AND ASSIGNS, NO OTHER REPRESENTATIONS, CONSTRUCTION....95

ARTICLE 32 MISCELLANEOUS PROVISIONS..........................................96

ARTICLE 33 DISPUTE RESOLUTION................................................99

ARTICLE 34 EXPANSION SPACE...................................................99

ARTICLE 35 SECURITY.........................................................105

ARTICLE 36 CONTINUATION TERM................................................107

ARTICLE 37 SATELLITE ANTENNA................................................109

ARTICLE 38 FURNITURE........................................................112

ARTICLE 39 NEGATIVE COVENANT................................................112

ARTICLE 40 PAINTING.........................................................112

ARTICLE 41 PUBLICITY........................................................113

ARTICLE 42 STORAGE SPACE....................................................113

EXHIBITS....................................................................118
</TABLE>


                                       ii
<PAGE>   4


                                    EXHIBITS

<TABLE>
<S>                                    <C>
EXHIBIT "A"                            FLOOR PLAN(S)

EXHIBIT "A-1"                          FLOOR PLAN(S)

EXHIBIT "A-2"                          FLOOR PLAN(S)

EXHIBIT "B"                            PRELIMINARY PLAN

EXHIBIT "C"                            RULES AND REGULATIONS

EXHIBIT "D"                            CLEANING SPECIFICATIONS

EXHIBIT "E"                            IRREVOCABLE LETTER OF CREDIT

EXHIBIT "F"                            FLOOR PLAN(S):
                                       PRELIMINARY EXPANSION SPACE

EXHIBIT "G"                            FLOOR PLAN(S):
                                       EXPANSION SPACE

EXHIBIT "H"                            FLOOR PLAN(S):
                                       ADDITIONAL EXPANSION SPACE

EXHIBIT "I"                            FLOOR PLAN(S): ALTERNATE EXPANSION SPACE
                                       AND ADDITIONAL EXPANSION SPACE

EXHIBIT "J"                            FURNITURE

EXHIBIT "J-1"                          FURNITURE II

EXHIBIT "K"                            TENANT DESIGN GUIDELINES

EXHIBIT "L"                            STORAGE SPACE
</TABLE>


                                       iii
<PAGE>   5

                                 LEASE AGREEMENT

         AGREEMENT OF LEASE (hereinafter referred to as the "Lease" or this
"Lease") made as of the 9th day of November, 1999, by and between TEXACO INC., a
Delaware corporation with offices at 2000 Westchester Avenue, White Plains, New
York 10650 ("Landlord"), and ATLAS AIR, INC. a Delaware corporation, with an
address at 538 Commons Drive, Golden, Colorado 80401 ("Tenant").

                                    PREAMBLE
                          DEFINITIONS AND CERTAIN TERMS


         For purposes of this Lease, the following terms shall have the
following meanings set forth opposite each of them and the capitalized terms
defined elsewhere in this Lease by inclusion in quotation marks and parentheses
have the meanings so ascribed to them:

         "AFFILIATE": With respect to any specified entity or person at any
time, an entity or person that, directly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, such specified
entity or person. For purposes of this definition, "control" when used with
respect to any specified entity or person means the power to direct the
management and policies of such entity or person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "BASE RENT": The amounts set forth in Article 3, Section 1, adjusted in
accordance with Articles 3, 4, 5, 34 and 36 hereof.

         "BUILDING": The office building erected at 2000 Westchester Avenue, in
the Town of Harrison, County of Westchester and State of New York with a mailing
address of 2000 Westchester Avenue, White Plains, New York 10650.

         "BUILDING STANDARD": The minimal standard of material, manufacture,
quality, utility, design, size, capacity, finish and color specified by Landlord
in the Tenant Design Guidelines, along with such additional standards as may be
reasonably adopted and/or specified by Landlord with respect to standards of
material, manufacture, quality, utility, design, size, capacity, finish


<PAGE>   6

and color not addressed in the Tenant Design Guidelines or which are specified
but require modification when in Landlord's reasonable judgment, Landlord deems
it necessary or desirable for the reputation, safety, character, security, care,
appearance or interest of the Building or the operation or maintenance of the
Building, or the equipment thereof, or the comfort of tenants or others in the
Building.

         "COMMENCEMENT DATE": The later to occur of: (i) the date of this Lease;
(ii) the date on which Landlord tenders possession of the Demised Premises,
exclusive of the First Floor Demised Premises, to Tenant free of all leases,
tenants and/or occupants, provided that Landlord shall have removed from the
Demised Premises all of Landlord's (or such prior occupant's) furniture, office
equipment and any other articles of movable personal property provided the same
are not built into or installed in the Demised Premises; and (iii) the date on
which Landlord so tenders possession of the First Floor Demised Premises to
Tenant, if such tender occurs after the expiration of the First Floor Period.

         "COMMON BUILDING FACILITIES": The common facilities in or around the
Building designed and intended for use by all tenants in the Building in common
with Landlord and each other, including but not limited to hallways, elevators,
fire stairs, delivery docks, restrooms, lobbies, and grounds, and shall also
include such service establishments as may be available from time to time in the
Building The terms and conditions governing the provision, use and availability
of such common facilities and service establishments are further set forth in
Article 6 hereof.

         "COMPLEX": The Building, the land on which the Building stands and any
adjoining land (and improvements thereon) and parking structures used in
connection therewith, including, without limitation, all equipment, sidewalks,
steps, plazas, curbs, parking areas, loading areas and ramps.

         "DEMISED PREMISES": That space in the Building constituting: (i) the
space on the second floor of the Building between corridors "C" and "D"
substantially as delineated on the floor plan(s) attached hereto and made a part
hereof as Exhibit "A"; (ii) the space on the third floor of the Building between
Corridors "C" and "D" substantially as delineated on the floor plan(s) attached
hereto and made a part hereof as Exhibit "A-1"; and (iii) the space on the first


                                      -2-
<PAGE>   7

floor of the Building between the Building's main lobby and Corridor "C"
substantially as delineated on the floor plan(s) attached hereto and made a part
hereof as Exhibit "A-2", the total area of which is the Leased Floor Space.

         "ELECTRIC ENERGY CHARGE": $1.875 per annum, per square foot, of Storage
Space and Leased Floor Space excluding the Leased Floor Space for the Operations
Center as hereinafter defined, which charge shall be in addition to Base Rent.

         "EVENTS OF FORCE MAJEURE": Any delays due to acts of God, governmental
restrictions or guidelines, strikes, labor disturbances, shortages of materials
and supplies and for any other causes or events whatsoever beyond Landlord's
reasonable control.

         "EXECUTIVE CENTER": That portion of the Demised Premises on the Third
Floor of the Building, West of Corridor D, currently designated as the West
Conference Center, as altered pursuant to Tenant's Plans.

         "EXPIRATION DATE": The last day of the calendar month in which occurs
the end of a twelve (12) year, six (6) month period measured from the
Commencement Date (if the Commencement Date shall occur on a day other than the
first day of a calendar month, such period shall run and be measured from the
first day of the calendar month following the Commencement Date) or an earlier
date on which this Lease may expire or be cancelled or terminated pursuant to
the terms of this Lease or such later date on which this Lease may expire or be
cancelled or terminated during the Continuation Term of this Lease as set forth
in Article 36 hereof.

         "FIRST FLOOR DEMISED PREMISES": That portion of the Demised Premises
constituting the space on the first floor of the Building between the Building's
main lobby and Corridor "C" substantially as delineated on the floor plan(s)
attached hereto and made a part hereof as Exhibit "A-2".

         "FIRST FLOOR PERIOD": The period commencing with the date of this
Lease, and ending with the later of: (i) 60 days after the date of this Lease
and (ii) such later date as Tenant may agree to, if in Tenant's judgment an
extension to such later date would not interfere with the completion of Tenant's
Work.


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<PAGE>   8

         "LANDLORD'S CHARGE": The reasonable costs charged Landlord or
Landlord's contractor by, or paid by Landlord or Landlord's contractor to, its
architects and engineers, subcontractors, suppliers, materialmen, employees and
agents in connection with work Landlord may perform for Tenant under and
pursuant to the terms of this Lease, plus 10% of such costs for general
conditions (such as on-the-job services, supervisory personnel and use of
elevators and hoists), and (b) an additional sum of 10% of such cost for
Landlord's overhead. Notwithstanding the foregoing, there shall be no charge for
freight elevator use and loading dock use by Tenant during Standard Business
Hours in connection with Tenant's initial move of furniture and equipment from
its Queens and Denver facilities.

         "LEASED FLOOR SPACE": The total number of rentable square feet of space
in the Demised Premises, which for purposes of this Lease, the parties agree and
stipulate is 119,524 square feet as of the Commencement Date, plus any
additional rentable square feet which the Tenant opts to lease pursuant to
Article 34 hereof.

         "LEASING BROKER":  The Staubach Company of New York LLC.

         "OPERATIONS CENTER": That portion of the Demised Premises designated in
Tenant's Plans as Tenant's self-contained, 24 hour Operations Center.

         "RENT YEAR": The period commencing on the first day of the calendar
month immediately following the end of a six (6) month period from the
Commencement Date (if the Commencement Date shall occur on a day other than the
first day of a calendar month such period shall run and be measured from the
first day of the calendar month following the Commencement Date) and each twelve
month period thereafter measured from each anniversary date (except that if the
period between the last such anniversary and the Expiration Date is less than
twelve months, then the last Rent Year shall be such lesser period).

         "SECURITY DEPOSIT": $3,000,000.00 deposited pursuant to Article 21
hereof.

         "STANDARD BUSINESS HOURS": 8:00 a.m. to 6:00 p.m. every day except
Saturdays, Sundays, the days observed by the Federal or New York State
government as legal holidays and the day after Thanksgiving, the day before or
after each of Christmas, New Years and July 4th, as Landlord shall designate.


                                      -4-
<PAGE>   9

         "TENANT DESIGN GUIDELINES": The Tenant Design Guidelines annexed hereto
and made a part hereof as Exhibit "K", as amended from time to time in
accordance with the terms thereof.

         "TENANT LEASING EXPENSES": The Base Rent abatement provided in Section
2 of Article 3, the Storage Space rent abatement provided in Section 2 of
Article 42, the Tenant Improvement Allowance provided in Article 2, and all
obligations, expenses and liabilities of Tenant assumed or paid for by Landlord
in consideration of Tenant's entering into this Lease.

                                    ARTICLE 1
                               DEMISE AND PREMISES

         SECTION 1. Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord the Demised Premises for the rents hereinafter reserved and upon
and subject to the conditions (including limitations, restrictions and
reservations) and covenants hereinafter provided. Landlord and Tenant agree to
observe and perform all of the conditions and covenants herein contained on its
part to be observed and performed.

         SECTION 2. Subject to the restrictions herein, this Lease includes the
right of Tenant to use (i) Common Building Facilities and (ii) Tenant's Parking
Spaces.

         SECTION 3. Landlord and Tenant agree that the general location, size
and layout of the Demised Premises as outlined in Exhibits "A", "A-1" and "A-2"
shall not be deemed to be a warranty, representation or agreement on the part of
Landlord that the Demised Premises and the Building will be exactly as indicated
on Exhibits "A", "A-1" and "A-2". Landlord represents that the general location,
size and layout of the Demised Premises is substantially as shown on Exhibits
"A", "A-1" and "A-2".

         SECTION 4. Nothing herein contained shall be construed as a grant or
demise by Landlord to Tenant of the roof or exterior walls of the Building, of
the space above and below the Demised Premises, of the parcel of land on which
the Demised Premises are located, and/or of any parking or other areas adjacent
or underneath the Building.

         SECTION 5. Landlord represents and warrants that the Building was
constructed during the years 1974 through 1977 and contains no ACM, PCB'S,
lead-based paint, or urea





                                      -5-
<PAGE>   10

formaldehyde foam. Landlord represents that to the best of Landlord's knowledge,
Landlord has received no notice that the Demised Premises are not currently in
compliance with all present laws and requirements of public authorities.
Landlord has not made any further representations or warranties whatsoever with
respect to the Demised Premises. Tenant acknowledges that it is fully familiar
with the Demised Premises and the condition and state of repair thereof on the
date hereof.

                                    ARTICLE 2
                                TERM/CONSTRUCTION

         SECTION 1. The term of this Lease and the estate hereby granted
(hereinafter collectively called either the "Lease Term" or the "Term of this
Lease") (a) shall commence on the Commencement Date and (b) shall end at 11:59
p.m. on the Expiration Date or on such earlier date upon which the term of this
Lease shall expire or be cancelled or terminated pursuant to any of the
conditions or covenants of this Lease or pursuant to law.

         SECTION 2. Tenant shall accept the Demised Premises "As Is". "As Is"
shall mean in the same condition and repair in which the prior occupant vacated
such space, and Tenant shall be responsible for any demolition and removal of
any improvements existing in the Demised Premises in connection with the prior
occupancy, and all other work as may be necessary to convert the Demised
Premises in accordance with Tenant's requirements as further set forth in
Section 3 of this Article. Landlord shall not be responsible for performing any
work with respect to readying the Demised Premises for Tenant's occupancy. Any
work, changes or improvements made to such space shall be performed at Tenant's
sole cost and expense unless otherwise provided in Section 3 of this Article.
Notwithstanding the foregoing, Landlord shall deliver the Demised Premises free
of all leases, tenants and occupants and shall have removed from the Demised
Premises all of Landlord's (or such prior occupant's) furniture, office
equipment and any other articles of movable personal property provided the same
are not built into or installed in the Demised Premises. The taking of the
Demised Premises by Tenant for the performance of Tenant's Work (as defined in
Section 3 of Article 2) shall be conclusive evidence that Landlord properly
delivered the Demised Premises to Tenant and that at such time the Demised
Premises was in satisfactory condition and that Landlord had no further
obligations relative to the construction of the Demised Premises, except as
otherwise expressly set forth in this Lease.





                                      -6-
<PAGE>   11

         SECTION 3. (A) Based upon a preliminary plan attached hereto as Exhibit
"B", Tenant, at Tenant's sole cost and expense shall furnish to Landlord for
Landlord's approval, complete working plans, specifications and drawings
(collectively referred to as "Tenant's Plans") for all of the work to be
performed in the Demised Premises to fit the Demised Premises for use by Tenant
in the conduct of its business ("Tenant's Work"). Tenant's Plans shall be
prepared and stamped by an architect licensed in New York State and in form and
substance adequate to obtain all necessary permits and to comply with all laws,
rules and regulations (including, without limitation, Title III of The Americans
with Disabilities Act of 1990, as amended) of all public authorities having
jurisdiction with respect to the Building, and shall include each and every item
necessary and appropriate to the performance of Tenant's Work. Tenant agrees
that it shall be solely responsible, at its expense, for the costs of compliance
with the Americans With Disabilities Act of 1990, as amended as it pertains to
Tenant's Work in the Demised Premises. All of Tenant's Plans, including any
revisions thereto ("Revisions"), are subject to Landlord's approval, which
Landlord agrees shall not be unreasonably withheld, but no approval shall be
deemed an agreement by Landlord that the work included therein is in compliance
with any legal requirements or is otherwise feasible. During such period of
review, Tenant agrees to promptly respond to Landlord's questions regarding
Tenant's Plans. Within thirty (30) days after Landlord's receipt of Tenant's
Plans, Landlord shall either approve (if acceptable to Landlord) Tenant's Plans
or advise Tenant specifically that Tenant's Plans are not approved and propose
specifically the changes recommended. Tenant shall respond to Landlord's
objections by resubmitting revised Tenant's Plans to Landlord for approval and
the above procedure shall be repeated, provided, however, that the time period
for Landlord's review of the revised Tenant's Plans shall be reduced from thirty
(30) days to fifteen (15) days. In the event Landlord gives timely notice of
continued objections, the changes shall be made by Tenant's architect in such
manner as to conform with Landlord's requirements. Landlord shall bear its costs
and expenses incurred in Landlord's review of Tenant's Plans. After Landlord's
approval of Tenant's Plans, Tenant shall obtain, at Tenant's cost and with
Landlord's cooperation, a building permit (including, without limitation,
plumbing and electrical permits) for the performance of Tenant's Work.

               (B) Landlord shall reimburse Tenant for the cost of Tenant's Work
in an amount not to exceed $25.00 per square foot of Leased Floor Space (the
"Tenant Improvement





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<PAGE>   12

Allowance") in accordance with the terms of this Article. No more than ten (10%)
percent of the Tenant Improvement Allowance may be used to reimburse Tenant for
"soft costs" in connection with Tenant's Work. The term "soft costs" shall
include, but shall not be limited to legal, architectural, engineering,
telecommunication and other such professional service and consulting fees.

               (C) As soon as practicable after Tenant's Plans have been
approved by Landlord and building permits have been obtained allowing for the
commencement of Tenant's Work, Tenant agrees, at its sole cost and expense, to
promptly proceed with the construction of Tenant's Work in the Demised Premises
in accordance with the approved Tenant's Plans using Tenant's own contractors
which have been approved by Landlord. With respect to Tenant's selection of
contractors to perform Tenant's Work, the general contractor employed by Tenant
to perform Tenant's Work shall be subject to Landlord's reasonable approval.
Additionally, it is expressly understood and agreed that Landlord shall require
Tenant to use specific mechanical, electrical, plumbing and telecommunications
subcontractors, along with specific subcontractors with respect to work related
to the Building's life safety systems, to be selected by Tenant from a list of
such subcontractors delivered to Tenant upon Landlord's execution of this Lease.
The aforesaid list of subcontractors shall have at least three (3)
subcontractors listed for each category of work. Tenant covenants that it will
use its best efforts to have the alterations, additions or improvements to
effectuate Tenant's Work made with a minimum of delay and in a good and
workmanlike manner and will pay promptly all amounts due in connection with the
construction. With respect to Tenant's performance of Tenant's Work hereunder
all of Tenant's duties and obligations set forth in Article 15 (relating to
Tenant's duties and obligations in making Tenant's Changes) shall be applicable
to and binding upon Tenant with respect to any such work in readying the Demised
Premises for Tenant's initial occupancy. Landlord shall permit Tenant and/or its
agents or contractors to enter the Demised Premises at Tenant's sole risk in
order to perform through its own contractors Tenant's Work. If at any time such
entry shall cause interference or labor disputes, then this license may be
withdrawn by Landlord immediately upon written notice to Tenant specifying the
reasons therefor. In the event Landlord incurs any charges from Landlord's
agents or contractors as a result of Tenant's Work, as provided in this Section
(including, but not limited to, charges for use of construction or hoisting
equipment on the Building site and overtime charges if other than trade working
hours are involved) such




                                      -8-
<PAGE>   13


charges shall be deemed an obligation of Tenant and shall be payable to Landlord
within ten (10) days of being billed therefor. Landlord agrees to reimburse
Tenant monthly upon submission of paid invoices approved by Landlord's architect
up to an amount not exceeding the Tenant Improvement Allowance after Tenant has
presented Landlord with: (i) invoices marked paid with respect to Tenant's Work
and (ii) releases of liens from those contractors and/or subcontractors
performing Tenant's Work.

               (D) (i) If Tenant's Plans include an Emergency Generator System,
such system shall be governed by this Subsection 3(D). In this Lease, "Emergency
Generator System" shall mean a new emergency generator, the electrical system to
be associated therewith, a new above-ground fuel oil tank to be associated
therewith, an uninterruptible power supply (UPS System) to be associated
therewith, and any other similar systems, in each case of the kind specified by
Tenant in Tenant's Plans or actually installed, to provide emergency power to
the Operating Center. (ii) The Emergency Generator System shall be purchased for
Landlord's account by Tenant and shall remain the sole and exclusive property of
Landlord. The Emergency Generator System shall be located at a place reasonably
proximate to the Demised Premises specified in Tenant's Plans, as approved by
Landlord. The installation of the Emergency Generator System shall be performed
by Tenant as part of Tenant's Work. Any aspect of the installation that in
Landlord's reasonable judgment affects the electrical feeds to the Building or
requires the shut-down of the Building's electrical system shall be conducted at
such times and with such supervision and inspections by Landlord as Landlord may
require; any additional costs arising from the foregoing, including Landlord's
reasonable costs, shall be Tenant's responsibility. Tenant shall pay such costs
of Landlord within ten (10) days after Tenant's receipt of an invoice therefor.
(iii) The purchase price of the Emergency Generator System and the cost of
installation thereof except those costs that are Tenant's responsibility under
subsection (ii) above ("Emergency Generator Costs") shall be allocated between
Landlord and Tenant, in cash and exclusive of the Tenant Improvement Allowance,
as follows: (x) the purchase price of the new above-ground fuel oil tank and the
cost of installation thereof shall be the responsibility of Landlord; (y) if all
other Emergency Generator Costs are $300,000.00 or less, Landlord and Tenant
shall each be responsible for exactly one-half (1/2) of such Emergency Generator
Costs; and (z) if such Emergency Generator Costs exceed $300,000.00, Landlord
shall be responsible for $150,000.00 of such Emergency Generator Costs, and
Tenant shall be





                                      -9-
<PAGE>   14

responsible for the amount by which such Emergency Generator Costs exceed
$150,000.00. Landlord and Tenant shall provide each other with such supporting
information as each may reasonably request, and shall promptly make such
payments or reimbursements as are necessary, to achieve such allocation. (iv) In
consideration of such allocation, Landlord shall, without further charge to
Tenant, lease the Emergency Generator System to Tenant for the Lease Term.
Pursuant to such lease, Tenant shall be responsible for the repair, maintenance,
operation and insurance of, and shall indemnify Landlord pursuant to Article 27
with respect to, the Emergency Generator System, to the same extent as if the
Emergency Generator System were Tenant's Property located in the Demised
Premises pursuant to this Lease. Any aspect of such repair, maintenance or
operation that in Landlord's reasonable judgment affects the electrical feeds to
the Building or requires the shut-down of the Building's electrical system shall
be conducted at such times and with such supervision and inspections by Landlord
as Landlord may require; any additional costs arising from the foregoing,
including Landlord's reasonable costs, shall be Tenant's responsibility. Tenant
shall pay such costs of Landlord within ten (10) days after Tenant's receipt of
an invoice therefor. At the end of the Lease Term, Tenant shall return the
Emergency Generator System to Landlord in the same condition as it was in when
first installed, ordinary wear and tear excepted.


               (E) Tenant shall install as part of Tenant's Work a fire safety
sprinkler system and an ADA strobe system in the Demised Premises of the same
kind installed in the space presently occupied by Texaco Inc. and its Affiliates
and required by governmental authorities having jurisdiction over the Building
("Safety System"). The Safety System shall be purchased for Landlord's account
by Tenant and shall remain the sole and exclusive property of Landlord. The
purchase price of the Safety System and the cost of installation thereof
("Safety Costs") shall be Landlord's responsibility, without regard to the
Tenant Improvement Allowance. The invoices for Safety Costs shall be delivered
by Tenant upon Tenant's receipt of same to Landlord for payment in accordance
with the terms of the invoices. Landlord covenants to leave Safety System where
installed for the duration of the Lease Term.

               (F) At the time Landlord approves Tenant's Plans (including
Revisions, if any), Landlord shall notify Tenant what items of Tenant's Work
shall, unless Landlord otherwise elects by giving Tenant notice of not less than
thirty (30) days prior to the expiration or





                                      -10-
<PAGE>   15


termination of this Lease, become the property of the Landlord and shall remain
upon and be surrendered with the Demised Premises as a part thereof at the
expiration or sooner termination of the Term. The foregoing shall not include
Tenant's trade fixtures and furniture. The remainder of Tenant's Work must be
removed by Tenant at the Expiration Date or earlier Termination of this Lease.
If Landlord fails to notify Tenant of such possible removal obligation at the
time of Landlord's approval of Tenant's Plans (including Revisions, if any),
Tenant shall not be required to remove items appearing in such approved plans.
If at the Expiration Date or earlier termination of this Lease, Tenant does not
remove such items of Tenant's Work as Tenant shall be obligated to remove,
Tenant shall be obligated to pay Landlord for the cost of such removal,
including the cost of repairs of damage caused by such removal and restoration.
Tenant shall not be obligated to remove cosmetic non-structural changes not
affecting and not interfering with the Building's building systems or the
certificate of occupancy for the Building or interfere with the use of the
Building by other occupants, or ordinary walls and partitions made to divide
space for use by Tenant's personnel except that Landlord may require the removal
of all or any part of the Operations Center or Executive Center.

               (G) It is understood that Tenant shall be solely responsible for
the plans and specifications or other construction documents used by Tenant in
connection herewith and for any liabilities or obligations based upon or in
connection with the construction contracts and for any loss or damage resulting
from the use of any of the foregoing and Tenant hereby releases, discharges,
indemnifies, defends and holds Landlord harmless from and against any and all
liabilities or claims for damages of losses of any kind, whether legal or
equitable, or from any action, and the expenses of defending any action, arising
or alleged to arise out of or in connection with the performance of any work
pursuant thereto, except to the extent caused by any negligent or otherwise
wrongful act or omission of Landlord, its employees and agents. Tenant, at
Landlord's request, shall defend, at Tenant's cost and expense, any claim,
action or proceeding in connection with or based upon any of the foregoing or
the work done in performance thereto.

               (H) Upon completion of Tenant's Work, Tenant shall provide
Landlord with two (2) copies of "as built" plans certified by Tenant's general
contractor and architect as correct.





                                      -11-
<PAGE>   16

               (I) All materials and workmanship provided or performed hereunder
shall be at least Building Standard.

               (J) Tenant shall be responsible for all damage to the Building or
Complex caused by trades employed by Tenant.

               (K) Landlord may, prior to the commencement of Tenant's Work or
at any other time thereafter, require Tenant to furnish a bond to Landlord in an
amount satisfactory to Landlord written by a surety company acceptable to
Landlord guaranteeing the completion of Tenant's Work and payment of all
contractors, subcontractors, materialmen, suppliers and the like.

               (L) If Tenant fails to timely perform or complete Tenant's Work,
Landlord, in addition to any other right or remedy it may have may give Tenant
at least sixty (60) days' written notice that if a specified failure, omission
or delay is not cured by the date therein stated, this Lease shall be deemed
cancelled and terminated. If such notice shall not be complied with, this Lease
shall, on the date stated in such notice, be cancelled and terminated, without
prejudice to Landlord's rights hereunder. In the event of a cancellation of this
Lease by Landlord by reason of a default by Tenant pursuant to this Section,
Landlord shall be entitled to receive, in addition to any other damages,
Landlord's actual expenses for brokerage commissions and reasonable attorneys,
architectural, engineering or other fees incurred in connection with this Lease.
In exercising any of the foregoing remedies, Landlord shall be entitled to
retain and have recourse to any bond or escrow deposit provided by Tenant under
paragraph "K" of this Section.

         SECTION 4. When the Commencement Date shall have been initially
determined, Landlord and Tenant shall, upon the request of either of them,
execute and deliver to each other duplicate originals of a Commencement Date
Statement prepared by Landlord in recordable form, which shall specify the
Commencement and Expiration Dates of the Lease Term, along with the first day of
the first Rent Year. Upon execution and delivery of the Commencement Date
Statement it shall be deemed a part of this Lease. Any failure of Tenant to
execute such statement shall not affect Landlord's determination of the
Commencement Date, and such statement shall be deemed approved and accepted if
not received back by Landlord within fifteen (15) days of submission by
Landlord. After Landlord delivers the First Floor Demised Premises,





                                      -12-
<PAGE>   17

the Landlord and Tenant shall, upon the request of either of them, execute and
deliver to each other duplicate originals of a statement prepared by Landlord in
recordable form that confirms the delivery date of the First Floor Demised
Premises. If the Commencement Date subsequently changes as a result of
Landlord's failure to deliver the First Floor Demised Premises before the
expiration of the First Floor Period, a new Commencement Date Statement
providing the changed date shall be prepared in accordance with the terms of
this Section 4, Article 2.

         SECTION 5. If permission is given to Tenant to enter into possession or
occupancy of the Demised Premises or any other premises in the Building prior to
the Commencement Date, Tenant covenants and agrees that such possession and
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this Lease, except as to the covenant to pay rent. Notwithstanding
the occurrence of the Commencement Date, during the First Floor Period the First
Floor Demised Premises shall not be subject to the terms, covenants, conditions
and provisions of this Lease, and shall remain in sole possession of the
Landlord, except that during the First Floor Period, Landlord shall allow Tenant
reasonable access to the First Floor Demised Premises for review and inspection
as necessary with respect to Tenant's Work.

         SECTION 6. The parties hereto agree that this Article covers Tenant's
rights with respect to the time possession of the Demised Premises is to be
delivered to it and constitutes an "express provision to the contrary" and
Tenant hereby waives any rights to rescind this Lease and/or recover damages
which Tenant might otherwise have pursuant to Section 223-a of the Real Property
Law of the State of New York.

                                    ARTICLE 3
                          BASE RENT AND ADDITIONAL RENT

         SECTION 1. The Base Rent is to be paid in monthly installments by
Tenant as set forth below, with the amounts below adjusted in accordance with
the terms of this Lease, for the respective periods during the term of the
Lease. All such monthly rental installments are payable on the first day of each
month, in advance, and without abatement, offset or deduction whatsoever (except
as set forth in Section 2 of this Article 3) as follows:





                                      -13-
<PAGE>   18


<TABLE>
<CAPTION>
                             ANNUAL
      RENT YEAR             BASE RENT              MONTHLY INSTALLMENT
      ---------          -------------             -------------------
      <S>                <C>                       <C>
          1              $2,629,528.00                 $219,127.33
          2              $2,629,528.00                 $219,127.33
          3              $2,629,528.00                 $219,127.33
          4              $2,629,528.00                 $219,127.33
          5              $2,868,576.00                 $239,048.00
          6              $2,868,576.00                 $239,048.00
          7              $2,868,576.00                 $239,048.00
          8              $2,868,576.00                 $239,048.00
          9              $3,107,624.00                 $258,968.67
         10              $3,107,624.00                 $258,968.67
         11              $3,107,624.00                 $258,968.67
         12              $3,107,624.00                 $258,968.67
</TABLE>


         SECTION 2. Provided Tenant is otherwise in compliance with the terms of
this Lease, the Base Rent payable by Tenant shall fully abate: (i) for the
period preceding the first day of the first Rent Year; and (ii) for the first,
second, third and fourth months of the third Rent Year.

         SECTION 3. Whenever used in this Lease, the terms (insofar as they
pertain to this Lease) "rent" or "rents" shall mean Base Rent and additional
rent.

 SECTION
4. Tenant shall pay to Landlord without notice or demand and without abatement,
deduction or set-off, in lawful money of the United States of America, at the
office of Landlord as specified herein or at such other place as Landlord may
designate, the Base Rent reserved under this Lease for each Rent Year of the
Lease Term, payable in equal monthly installments in advance on the first day of
each and every calendar month during the Lease Term, except that Tenant shall
pay the first monthly installment on the execution hereof; and additional rent
consisting of all such other sums of money as shall become due from and payable
by Tenant to Landlord pursuant to this Lease (for default in payment of which
Landlord shall have the same remedies as for a default in payment of Base Rent).
All such payments shall be made by check drawn on a bank or trust company which
is a member of the New York Clearing House Association. If any check tendered by
Tenant, for any payment due, shall be dishonored by the payor bank, Tenant shall
pay Landlord, without prejudice to any of Landlord's rights and remedies, in
compensation for the additional administrative, bookkeeping and collection
expense




                                      -14-
<PAGE>   19

incurred by reason of such dishonored check, the sum of $50.00. If Tenant's
payment of any installment of Base Rent or additional rent shall be received by
Landlord more than ten (10) days after such payment is due from Tenant, Tenant
shall be required to pay a late charge of five (5%) percent of the unpaid
installment of the Base Rent or additional rent. Such late charge is intended to
compensate Landlord for additional expense incurred by Landlord in processing
such late payments. Nothing herein shall be intended to violate any applicable
law, code or regulation, and in all instances all such charges shall be
automatically reduced to any maximum applicable legal rate or charge. Such
charge shall be imposed monthly for each late payment. Tenant agrees that the
late charge imposed is fair and reasonable. Tenant further agrees that the late
charge assessed pursuant to this Lease is not interest and the late charge
assessed does not constitute a lender/borrower relationship between Landlord and
Tenant.

         SECTION 5. In the event of a default by Tenant in its obligations under
this Lease, beyond applicable grace periods, if any, and provided that such
default occurs within four (4) years of the Commencement Date, in addition to
Landlord's other rights and remedies and to the damages set forth in Article 28
hereof, there shall be immediately payable by Tenant to Landlord, as additional
rent, an amount equal to: all Tenant Leasing Expenses incurred, granted or
assumed by Landlord in connection with the Lease to the extent not otherwise
recovered by Landlord, multiplied by a fraction, the numerator of which is the
amount of days of the Lease Term which remain as of the date of such default and
the denominator of which is the total days of the entire Lease Term. For
purposes of computing the Tenant Leasing Expenses, for the period preceding the
first Rent Year the sum of the rent abatement for Base Rent plus the abatement
for Storage Space Rent is $1,336,571.50, and for the period of the third Rent
Year the sum of the rent abatement for Base Rent plus the abatement for Storage
Space Rent is $891,047.64.

         SECTION 6. If the Base Rent or any additional rent shall be or become
uncollectible, reduced or required to be refunded by virtue of any law,
governmental order or regulation, or direction of any public officer or body
pursuant to law (in the nature of a rent freeze or rent restriction), Tenant
shall enter into such agreement(s) and take such other action (without
additional expense to Tenant) as Landlord may reasonably request, as and may be
legally permissible, to permit Landlord to collect the maximum Base Rent and
additional rent which




                                      -15-
<PAGE>   20

may from time to time during the continuance of such legal rent restriction be
legally permissible, but not in excess of the amount of Base Rent or additional
rent payable under this Lease. Upon the termination of such rent restriction
prior to the Expiration Date, (a) the Base Rent and additional rent shall become
and thereafter be payable under the Lease in the amount of the Base Rent and
additional rent set forth in this Lease for the period following such
termination until the Expiration Date, and (b) Tenant shall pay to Landlord, to
the maximum extent legally permissible, an amount equal to (1) the Base Rent and
additional rent which would have been payable pursuant to this Lease, but for
such legal rent restriction, less (2) the Base Rent and additional rent paid by
Tenant during the period that such legal rent restriction was in effect.

         SECTION 7. The receipt or acceptance by Landlord of Base Rent and/or
additional rent with knowledge of breach by Tenant of any term, agreement,
covenant, condition or obligation of this Lease shall not be deemed a waiver of
such breach.

         SECTION 8. No payment by Tenant or receipt by Landlord of a lesser
amount than the correct Base Rent or additional rent due hereunder shall be
deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or payment or any letter accompanying any check or
payment be deemed to effect or evidence an accord and satisfaction, and Landlord
may accept such check or payment without prejudice to Landlord's right to
recover the balance or pursue any other remedy in this Lease or at law provided.
The payment of Base Rent or additional rent by Tenant shall not be deemed a
waiver of Tenant's right to dispute any specific item or items charged to Tenant
as rent by Landlord.

         SECTION 9. In the event (i) that the Expiration Date or earlier
termination date of this Lease shall be a day other than the last day of the
Lease Term or (ii) of any increase or decrease in the area of the Demised
Premises (as may be provided herein), then in each such event Tenant's
obligation to pay Base Rent and/or additional rent shall be recomputed and/or
prorated to account for such change in the Expiration Date or the size of the
Demised Premises, as the case may be.





                                      -16-
<PAGE>   21

                                    ARTICLE 4
                        ESCALATION FOR OPERATING EXPENSES


         Tenant agrees to pay to Landlord, in addition to the Base Rent set
forth in Article 3, additional rent resulting from periodic increases in
operating expenses as determined in accordance with this Article.

         SECTION 1. In this Article and elsewhere in this Lease, the following
definitions apply:

               (A) "Operating Expenses" shall mean $8.00 per square foot, which
is an agreed upon base amount used to calculate the additional rent to be paid
pursuant to this Article.

               (B) "Base Operating Expense Amount" shall mean $987,912.00
(Operating Expenses multiplied by the total of 119,524 square feet [of Leased
Floor Space] plus 3,965 square feet [of Storage Space]).

               (C) "Base Month" shall be January, 2000.

               (D) "Measuring Month" shall be January, 2001 and each January
thereafter during the Lease Term.

               (E) "Price Index" shall mean "Consumer Price Index" published by
the Bureau of Labor Statistics of the U.S. Department of Labor, all Items, New
York, New York - Northeastern, New Jersey, for urban wage earners and clerical
workers or a successor or substitute index appropriately adjusted.

               (F) "Operational Expense Escalation Statement" shall mean a
statement in writing signed by Landlord and delivered to Tenant each year
setting forth: (i) the Price Index for the Base Month; (ii) the Price Index for
the Measuring Month; (iii) the amount, if any, by which the Price Index for the
Measuring Month exceeds the Price Index for the Base Month; and (iv) if there is
such an excess, an amount equal to the percentage increase of such excess
multiplied by the Base Operating Expense Amount. Landlord, for Tenant's
convenience, shall deliver to Tenant, along with the Operational Expense
Escalation Statement, a copy of the reference source used by Landlord in
preparing the Operational Expense Escalation Statement.





                                      -17-
<PAGE>   22

               (G) "Operating Year" shall mean the first day of the calendar
month immediately following the Base Month and each twelve (12) month period
thereafter measured from each anniversary date of the first day of the calendar
month immediately following the Base Month (except that if the period between
the last such anniversary and the Expiration Date in less than twelve (12)
months, then the last Operating Year shall be such lesser period).

         SECTION 2. In the event the Price Index for the Measuring Month
reflects an increase over the Price Index for the Base Month, then the Base
Operating Expense Amount shall be multiplied by the percentage difference
between the Price Index for the Measuring Month and the Price Index for the Base
Month, and the resulting amount shall be paid as additional rent by Tenant to
Landlord to the extent that the Price Index for the then current Measuring Month
is not more than ten (10%) percent greater than the Price Index for the previous
year's Measuring Month. If the Price Index for the Measuring Month is more than
ten (10%) percent greater than the Price Index for the previous year's Measuring
Month, Tenant shall pay in addition to the amount required to be paid under the
previous sentence an amount equal to one-half (1/2) of the resulting amount
which exceeds such ten (10%) percent increase.

               (A) The following illustrates the intention of the parties hereto
as to the computation of the additional rent pursuant to this Article:

               Assuming that the Price Index for the Base Month was 102.0 and
               that the Price Index for the Measuring Month was 105.0, then the
               percentage increase thus reflected, i.e., 2.94117% (3.0/102.0)
               would be multiplied by $987,912.00 (the Base Operating Expense
               Amount), and the additional rent would be $29,056.17.

               (B) In the event that the Price Index ceases to use 1982-1984 =
100 as the basis of calculation, or if a substantial change is made in the terms
or number of items contained in the Price Index, then the Price Index shall be
adjusted to a figure that would have been arrived at had the manner of computing
the Price Index in effect at the date of this Lease not been altered. In the
event such Price Index (or a successor or substitute index) is not available, a
reliable governmental or other non-partisan publication evaluating the
information theretofore used in determining the Price Index shall be used. No
adjustments or recomputations, retroactive





                                      -18-
<PAGE>   23

or otherwise shall be made due to any revision that may later be made in the
first published figure of the Price Index for any month.

         SECTION 3. The additional rent in this Article 4 shall be paid by
Tenant to Landlord as follows:

               (A) The additional rent due and owing hereunder for the Operating
Year immediately following the Base Month shall be payable by Tenant to Landlord
on or before the later of (1) the last day of the month immediately following
the first Measuring Month, or (2) thirty (30) days after Landlord shall furnish
Tenant with an Operational Expense Escalation Statement detailing the manner in
which Tenant's additional rent was computed.

               (B) The additional rent owing hereunder for all subsequent
Operating Years shall be paid by Tenant to Landlord as herein set forth. Prior
to the commencement of each subsequent Operating Year, the Landlord shall
reasonably estimate Tenant's share of additional rent to be due and owing
Landlord during such Operating Year and furnish Tenant with written notice of
such estimate. Tenant shall thereafter pay to Landlord, on the first day of each
month during the Operating Year, one-twelfth (1/12) of the Landlord's estimated
amount. Within thirty (30) days after the end of each Operating Year, or as soon
thereafter as practicable, Landlord shall deliver to Tenant an Operational
Expense Escalation Statement for the Operating Year just ended. If such
Operating Expense Escalation Statement evidences that Tenant has underpaid the
amount of additional rent due and owing during the Operating Year, even after
having made the estimated payments outlined herein, then in such event, Tenant
shall pay the amount of such underpayment to Landlord as additional rent within
ten (10) days after Tenant's receipt of the Operating Expense Escalation
Statement. If Tenant has overpaid the amount of additional rent owing pursuant
to this provision, and Tenant is not in default under this Lease, Landlord shall
credit Tenant the amount of such overpayment against the next month's rent owed
by Tenant; provided, that in the case of an overpayment for the final Operating
Year, Landlord shall refund such overpayment to Tenant within ten (10) days
following the delivery of the Operational Expense Escalation Statement for the
final Operating Year.

         SECTION 4. Every Operational Expense Escalation Statement given by
Landlord to Tenant as set forth herein shall be conclusive and binding upon
Tenant unless (a) within





                                      -19-
<PAGE>   24


ten (10) days after the receipt of such statement, Tenant shall notify Landlord
that it disputes the correctness thereof, specifying the particular respects in
which such statement is claimed to be incorrect, and (b) if such dispute shall
not have been settled by agreement, the parties shall submit the dispute to
arbitration within thirty (30) days after receipt of such statement. Pending the
determination of such dispute by agreement or arbitration as aforesaid, Tenant
shall, within ten (10) days after receipt of the Operational Expense Escalation
Statement, pay additional rent in accordance with such statement and such
payment shall be without prejudice to Tenant's position. If the dispute shall be
determined in Tenant's favor, Landlord shall forthwith pay Tenant the amount of
Tenant's overpayment of rents resulting from compliance with the Operational
Expense Escalation Statement, with interest thereon from the date of Landlord's
receipt of such overpayment in an amount equal to two hundred (200) basis points
over the prime rate in effect, as reported in The Wall Street Journal, until
paid.

         SECTION 5. In no event shall Base Rent originally provided to be paid
under this Lease be reduced by virtue of this Article.

         SECTION 6. The computations of additional rent under this Article are
intended to constitute a formula for an agreed rental adjustment and may or may
not constitute an actual reimbursement to Landlord for costs and expenses paid
by Landlord with respect to the Building and Complex (as defined in this Lease).


                                    ARTICLE 5
                                   ELECTRICITY

SECTION 1. As an incident to this Lease, after the Commencement Date, Landlord
shall furnish to Tenant electric current at the Electric Energy Charge to be
used by Tenant in, or in connection with, the lighting fixtures and Tenant's
ordinary office equipment to be installed in the Demised Premises, exclusive of
such instrumentalities for electricity and/or HVAC so located in the Operations
Center and After Hours HVAC so located in the Executive Center which are to be
separately submetered as further referenced in Section 5 of this Article 5 and
Section 1 of Article 7 hereof. The term "ordinary office equipment" as used
throughout this Article shall include, but shall not be limited to, computers
(provided the same does not constitute a mainframe operation), computer
printers, facsimile machines and copiers. The





                                      -20-
<PAGE>   25

Electric Energy Charge does not include heating, ventilating, and
air-conditioning furnished to the Demised Premises through the Building's
heating, ventilating, and air conditioning system(s) during Standard Business
Hours, which is an operating expense of Landlord. The Electric Energy Charge
shall be deemed additional rent and, in the event of any non-payment thereof,
Landlord shall have all rights and remedies provided for herein or by law for
non-payment of rent. Tenant shall pay Landlord the Electric Energy Charge in
equal monthly installments of $19,295.16, or such greater amount if Tenant opts
to lease additional space pursuant to Article 34 hereof, simultaneously with the
payment of Base Rent under this Lease, provided, however, that: (i) Tenant shall
pay Landlord $19,295.16 on the first day of each month prior to the commencement
of the first Rent Year (except that if the Commencement Date is other than on
the first day of a calendar month, the first monthly installment, prorated to
the end of said calendar month, shall be payable on the Commencement Date); (ii)
Tenant shall pay Landlord the Electric Energy Charge in monthly installments of
$19,295.16, or such greater amount if Tenant opts to lease additional space
pursuant to Article 34 hereof, on the first day of each of the four months
during the third Rent Year where there is a Base Rent abatement as provided in
Section 2 of Article 3 and Section 2 of Article 42 of this Lease; and (iii)
until the date Landlord tenders the First Floor Demised Premises to Tenant,
Tenant shall pay Landlord the Electric Energy Charge in monthly installments of
$18,170.16, calculated by reducing the number of square feet attributable to the
First Floor Demised Premises, deemed to be 7,200 square feet (except that if the
Commencement Date is other than on the first day of a calendar month, the first
monthly installment, prorated to the end of said calendar month, shall be
payable on the Commencement Date). Upon the first day of the month following
completion of all Tenant's Work pertaining to the Operations Center, under
Article 2, as well as completion of all submetering of the Operations Center,
under Article 5, Section 5, the amount of square footage used for calculating
the monthly installments of the Electric Energy Charge under this Section 1
shall be reduced by the amount of square footage of the Operations Center.
However, at any time and from time to time during the Lease Term, provided it is
then permissible under the provisions of law and requirements of all applicable
authorities, Landlord shall have the option to have electricity supplied to the
Demised Premises in accordance with either Section 5 or 6, in which event Tenant
shall pay for electricity as provided in accordance with either Section 5 or 6
in lieu of paying the Electric Energy Charge. Landlord may require specific
parts of the




                                      -21-
<PAGE>   26

Demised Premises or items in the Demised Premises including, but not limited to
extraordinary office equipment and separate HVAC systems to be submetered in
which case, Tenant shall pay the submeter charge for such item or items in
accordance with Section 5 in addition to its obligation to pay the Electric
Energy Charge.

         SECTION 2. Tenant's use of electric energy in the Demised Premises
shall not at any time exceed the capacity of any of the electrical conductors
and equipment in or otherwise servicing the Demised Premises. Landlord
represents that the present electric capacity available is 6 watts per rentable
square foot connected load.

         SECTION 3. For the purposes of this Article 5:

               (A) The term "Electric Rate" shall mean the greater of either:
(i) the Service Classification pursuant to which Landlord purchases electricity
from the utility company servicing the Building, or (ii) the Service
Classification pursuant to which Tenant would purchase electricity directly from
the utility company servicing the Building provided, however, at no time shall
the amount payable by Tenant for electricity be less than Landlord's "Cost per
Kilowatt" and "Cost per Kilowatt Hour" (as such terms are hereinafter defined),
and provided further that in any event, the Electric Rate shall include all
applicable surcharges, and demand, energy, fuel adjustment and time of day
charges, taxes and other sums payable in respect thereof.

               (B) The term "Cost per Kilowatt Hour" shall mean the total cost
for electricity incurred by Landlord to service the Building during a particular
time period (including all applicable surcharges, and energy, fuel adjustment
and time of day charges (if any), taxes and other sums payable in respect
thereof) divided by the total kilowatt hours purchased by Landlord during such
period.

               (C) The term "Cost per Kilowatt" shall mean the total cost for
demand incurred by Landlord to service the Building during a particular time
period (including all applicable surcharges, demand and time of day charges (if
any), taxes and other sums payable in respect to thereof) divided by the total
kilowatts purchased by Landlord during such period.

         SECTION 4. With respect to electrical energy consumed by Tenant at the
Electric Energy Charge:





                                      -22-
<PAGE>   27

               (A) Landlord shall redistribute or furnish electricity to the
Demised Premises through presently installed electrical facilities in such
reasonable quantities as may be required by Tenant for Tenant's reasonable use
of such ordinary office equipment and lighting to be installed in the Demised
Premises after the Commencement Date. At any time during the Lease Term, but not
to exceed once per Rent Year, Landlord, at Tenant's sole cost and expense, may
cause an independent electrical engineer or electrical consulting firm selected
by Landlord (hereinafter referred to as the "Engineer") to make a survey of
Tenant's electrical equipment located in the Demised Premises, and the use
thereof, to determine if the full value of electricity furnished to the Demised
Premises exceeds the Electric Energy Charge. Such determination shall take into
account, among other things, any special electrical requirements of Tenant and
the use by Tenant of electrical energy After Hours (as defined in this Lease),
except air conditioning use After Hours which is being paid for separately. If
the value of such electricity (applying the Electric Rate to Tenant's usage)
exceeds the Electric Energy Charge, Landlord shall furnish a copy of said survey
to Tenant, and Landlord shall adjust the Electric Energy Charge in accordance
with the survey and the Electric Rate, or Cost per Kilowatt and Cost per
Kilowatt Hour.

         (B) If, on the Commencement Date or at any time during the Lease Term,
Tenant desires to install in the Demised Premises equipment which would not be
considered ordinary office equipment, including, but not limited to, items such
as computer installations (other than local or wide area networks and other
servers), supplemental air-conditioning systems, or other heat or cooling
intensive electrically operated equipment (excepting therefrom ordinary office
equipment), Tenant shall submit to Landlord a list indicating the specific type
of additional equipment, and the number, type and model of each item of
equipment to be installed, as well as the manufacturer's electrical rating
associated with same. If Landlord consents to the installation of such
additional equipment, Landlord, at Tenant's cost and expense, subsequent to or
simultaneously with the installation thereof, may either (a) cause the Engineer
to make a survey of such additional equipment in accordance with the provisions
of clause A of this Section 4, and in the event such survey shows that the value
of electricity exceeds the Electric Energy Charge, may increase the Electric
Energy Charge appropriately, or (b) install a submeter to record Tenant's
consumption of and demand for electricity within the Demised Premises and in
that event the provisions of Section 5 of this Article shall apply. The
determinations of the


                                      -23-
<PAGE>   28

Engineer shall be conclusive and binding upon Landlord and Tenant. Any increase
in the Electric Energy Charge resulting from an increase in Tenant's consumption
of electricity or the addition of electrical equipment or appliances shall be
effective as of the date of such increase or addition, retroactive if necessary.
Following the determination of an increase in the Electric Energy Charge
pursuant to any of the provisions of this Article 5, Landlord and Tenant shall,
upon the request of either party, execute, acknowledge and deliver to each other
a supplemental agreement in such form as Landlord shall reasonably require to
reflect such increase, but any such change shall be effective even in the
absence of such confirmatory agreement.

               (C) If, at any time or times after the execution of this Lease,
the Electric Rate shall be increased or decreased, then effective immediately,
the Electric Energy Charge shall be increased or decreased, as the case may be,
in an amount which fairly represents the estimated increase or decrease.
Notwithstanding anything herein to the contrary, under no circumstances shall
the Electric Energy Charge be less than the amount set forth in Section 1 of
this Article.

         SECTION 5. (A) Landlord agrees to permit Tenant to submeter the
instrumentalities for electricity and HVAC located in the Operations Center as
well as, the instrumentalities for After Hours HVAC located in the Executive
Center (the "Submetered Premises"). The cost for establishing such submetering
shall not constitute part of Tenant's Work as set forth in Article 2 hereof and
Tenant shall pay to Landlord the cost of installing the submeters therefor
(computed at Landlord's Charge as defined in this Lease), and Tenant shall pay
to Landlord, as additional rent, the sum of (i) an amount determined by applying
the Electric Rate or, at Landlord's election, the Cost per Kilowatt Hour and
Cost per Kilowatt, to Tenant's consumption of and demand for electricity within
the Submetered Premises for the uses and at the times set forth in this section
as recorded on the submeter or submeters servicing the Submetered Premises, and
(ii) Landlord's overhead and administrative charge of ten (10%) percent of the
amount referred to in clause (i) above, if and to the extent same is permitted
by laws and requirements of public authorities (such combined sum being
hereinafter called "Electric Submeter Charge"). Landlord shall cause Tenant's
electric submeter(s) to be read at regular intervals. Upon receipt by Landlord
of an invoice from the utility company supplying electricity to the Building,
Landlord shall bill Tenant in accordance with the foregoing. In the event that
the periods covered by the utility company meter reading and Landlord's reading
of Tenant's submeter are not the same and




                                      -24-
<PAGE>   29

any change in the Electric Rate, Cost per Kilowatt Hour or Cost per Kilowatt
(whichever Landlord has elected to use in accordance with this Article 5) should
occur during that time when the periods are not the same, then Landlord shall
make an appropriate adjustment on its bill. Except as set forth in the foregoing
clause (ii), Landlord will not charge Tenant more than the Electric Rate or, at
Landlord's election, the Cost per Kilowatt and Cost per Kilowatt Hour for the
electricity provided pursuant to this Section 5 (A). Landlord and Tenant further
agree that should Landlord consent to Tenant's submetering of additional
portions of the Demised Premises, the costs, terms and conditions applicable to
such additional submetering shall be as set forth in this Section 5 of Article 5
and other applicable sections of this Lease concerning such additional premises.

               (B) Where more than one submeter measures the electric service to
Tenant, the electric service rendered through each submeter shall be computed
and billed separately in accordance with the provisions hereinabove set forth.

               (C) For any period during which the submeter(s) servicing the
Submetered Premises are inoperative, the Electric Submeter Charge shall be
determined by Landlord, based upon its reasonable estimate of Tenant's actual
consumption of and demand for electricity, and the Electric Rate or Cost per
Kilowatt and Cost per Kilowatt Hour then in effect.

         SECTION 6. If at any time during the Lease Term Landlord shall decide
to cease furnishing electricity to Tenant and so notifies Tenant, Tenant shall
make its own arrangements to obtain electricity directly from the utility
company furnishing electricity to the Building. If Landlord decides to cease
furnishing electricity to Tenant, Landlord shall give Tenant at least thirty
(30) days prior notice. Upon the expiration of the aforesaid thirty (30) days
notice, Landlord may discontinue furnishing electricity to Tenant, in which
event, Tenant's liability for the Electric Energy Charge shall terminate as of
said date of discontinuance, but this Lease shall otherwise remain in full force
and effect and Landlord shall have no liability to Tenant by reason of
Landlord's discontinuance of the furnishing of electricity. The cost of such
service shall be paid by Tenant directly to such utility company. Landlord shall
permit its electric feeders,




                                      -25-
<PAGE>   30

risers and wiring serving the Demised Premises to be used by
Tenant, to the extent available, safe and capable of being used for such
purpose. All meters and all additional panel boards, feeders, risers, wiring and
other conductors and equipment which may be required to enable Tenant to obtain
electricity of substantially the same quality and character, shall be installed
by Landlord at Tenant's cost and expense.

         SECTION 7. Intentionally omitted.

         SECTION 8. (A) Bills for electricity supplied pursuant to Sections 5
and 6 and 7 shall be rendered to Tenant monthly, along with the bill for the
Base Rent. Tenant's payments for such electricity shall be due and payable
within ten (10) days after delivery of a statement therefor by Landlord to
Tenant. If any tax is imposed upon Landlord's receipts from the sale of
electricity to Tenant by laws and requirements of public authorities, Tenant
agrees that, unless prohibited by such laws and requirements of public
authorities, the pro rata share of such taxes allocable to the electrical energy
service received by Tenant shall be included in the bills of, and paid by Tenant
to Landlord, as additional rent.

               (B) Landlord's failure during the Lease Term to prepare and
deliver any statements or bills under this Article, or Landlord's failure to
make a demand under this Article, shall not in any way be deemed to be a waiver
of, or cause Landlord to forfeit or surrender, its rights to collect any amount
of additional rent which may become due pursuant to this Article. Tenant's
liability for any amounts due under this Article shall survive the expiration or
sooner termination of the Lease Term, provided that Landlord bills Tenant for
such additional rent amounts within sixty (60) days after the expiration or
sooner termination of the Lease Term. Payment shall not be deemed to be late
until more than ten (10) days after delivery of a statement or bill therefor, by
Landlord to Tenant.

               (C) Tenant's failure or refusal, for any reason, to utilize the
electrical energy provided by Landlord, shall not entitle Tenant to any
abatement or diminution of Base Rent or additional rent, or otherwise relieve
Tenant from any of Tenant's obligations under this Lease.

               (D) If either the quantity or character of the electrical service
is changed by the utility company supplying electrical service to the Building
or is no longer available or suitable for Tenant's requirements, or if there
shall be a change, interruption or termination of electrical service due to a
failure or defect on the part of the utility company, no such change,





                                      -26-
<PAGE>   31

unavailability, unsuitability, failure or defect shall constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any payment
from Landlord for any loss, damage or expense, or to abatement or diminution of
Base Rent or additional rent, or otherwise relieve Tenant from any of its
obligations under this Lease, or impose any obligations upon Landlord or its
agents, and Landlord shall not in any way be liable or responsible to Tenant for
any loss or damage or expense which Tenant may sustain or incur by reason of
such change, interruption, or termination. Landlord will use best efforts to
insure that there is no interruption in electrical service to Tenant, but in no
event shall Landlord be responsible for any failures of the utility providing
such service or the negligence or other acts of third parties causing any such
interruption. Nothing herein is intended nor shall it constitute a waiver of any
claim that Tenant may have against the utility company or any other person or
institution.

               (E) Tenant shall not make any electrical installations,
alterations, additions or changes to the electrical equipment or appliances in
the Demised Premises without the prior written consent of Landlord in each such
instance, except that Tenant can install, alter, add or change such ordinary
office equipment and lighting as shall not exceed the existing capacity of the
electrical system. Tenant shall comply with the rules and regulations applicable
to the service, equipment, wiring and requirements of Landlord and of the
utility company supplying electricity to the Building. Tenant agrees that its
use of electricity in the Demised Premises will not exceed the capacity of
existing feeders to the Building or the risers or wiring installations therein
and Tenant shall not use any electrical equipment which, in Landlord's
reasonable judgment, will overload such installations and interfere with the use
thereof by other tenants in the Building.

               (F) If, (i) Tenant shall request the installation of additional
risers, feeders or other equipment or service to supply its electrical
requirements and Landlord shall determine that the same are necessary and will
not cause damage or injury to the Building or the Demised Premises or cause or
create a dangerous or hazardous condition or entail excessive or unreasonable
alterations, repairs or expense or interfere with or disturb other tenants or
occupants of the Building, or (ii) Landlord shall determine that the
installation of additional risers, feeders or other equipment or service to
supply Tenant's electrical requirements is necessary, then and in either of such
events, Landlord shall cause such installations to be made,




                                      -27-
<PAGE>   32

at Tenant's sole cost and expense, and Tenant shall pay Landlord for such
installations, as additional rent, within ten (10) days after submission of a
statement therefor.

                                    ARTICLE 6
                                BUILDING SERVICES

         SECTION 1. Landlord shall make the following amenities available at the
Complex to Tenant:

               (A) a Self-Service Cafeteria, and a Cardiovascular Fitness Center
(each, a "Basic Service," and collectively, the "Basic Services"); and

               (B) the Auditorium, the red brick structure currently designated
as the "Apartments" and located at the entrance driveway to the Complex,
Service/Private Dining Rooms A, B, C, and D, a Library/Information Center in
sub-basement of the Building, Training Rooms "A" and "B" on the Terrace Level of
the Building, Copy Center, Notions Shop, Dry Cleaners, Travel Agency, Barber
Shop, ATM Machine and Credit Union (each an "Optional Service", and
collectively, the "Optional Services").

         The Basic Services and Optional Services shall be available to Tenant
at prices and at a standard no less favorable than the Basic Services and the
Optional Services are from time to time available to Texaco Inc. or its
Affiliates occupying space in the Building. If Texaco Inc. or its Affiliates
cease to occupy space in the Building or Texaco Inc. or an Affiliate of Texaco
Inc. ceases to be the Landlord, the Basic Services and the Optional Services
shall be available to Tenant at prices and at a standard no less favorable than
is customary in Westchester County for tenant-occupied first class office
buildings of comparable square footage to the Building, but in no event shall
such prices be in excess of that charged to any other tenant or occupant of the
Building for such services.

         SECTION 2. The Basic Services and the Optional Services shall be
available to Tenant for the entire Lease Term, provided that Landlord may at its
option discontinue any Optional Service to Tenant without reduction in rent or
other liability to Tenant if no other tenant or occupant of the Building,
including Texaco Inc. and Affiliates of Texaco Inc., is entitled to receive such
service from Landlord.





                                      -28-
<PAGE>   33

         SECTION 3. As long as Landlord makes the Basic Services available to
Tenant, Tenant may not utilize space in the Demised Premises for a cafeteria
(but nothing herein prohibits the kitchenette and vending machines permitted in
Section 3 of Article 9) or for a fitness center or gym.

         SECTION 4. Landlord shall furnish reasonably adequate quantities of
domestic water to the floor or floors on which the Demised Premises are located
for drinking, lavatory, toilet, dishwasher and ordinary cleaning purposes. If
Tenant requires, uses or consumes water for any purpose in addition to ordinary
lavatory, drinking and cleaning purposes, Landlord may install a water meter and
thereby measure Tenant's consumption of water for all purposes. Tenant shall pay
to Landlord the cost of any such meter and its installation, and Tenant, at
Tenant's sole cost and expense, shall keep any such meter in good working order
and repair. Tenant agrees to pay for water consumed as shown on such meter, and
sewer charges thereon, as and when bills are rendered. If Tenant uses hot water
for other than lavatory or kitchenette purposes, Tenant shall pay for same at
the rate of four (4) times the metered charges for cold water.

         SECTION 5. Landlord shall keep clean, and in good order and repair, the
public areas and the public facilities of the Complex.

         SECTION 6. Landlord shall provide public elevator services to the
floor(s) on which the Demised Premises are situated during Standard Business
Hours, and shall have at least one (1) elevator subject to call at all other
times. The elevator(s), or any or all of them, if more than one, may be operated
by automatic control, and/or by manual control, as Landlord shall determine at
any time or from time to time. Landlord shall not be obligated to furnish an
operator for any automatic elevator and shall have no liability to Tenant for
discontinuing the service of any operator theretofore furnished.

         SECTION 7. (A) Provided that Tenant shall keep the Demised Premises in
good order, Landlord shall cause the Demised Premises, including the exterior
and the interior of the windows thereof (subject to Tenant maintaining
unrestricted access to such windows), but excluding any portions of the Demised
Premises used for the storage, preparation, service or consumption of food or
beverages, to be cleaned in accordance with and to the extent of the standards
set forth in a certain schedule of Cleaning Specifications annexed hereto and
hereby




                                      -29-
<PAGE>   34

made a part hereof as Exhibit "D". Tenant will not clean, nor require, permit,
suffer or allow any window in the Demised Premises to be cleaned from the
outside. Tenant shall pay to Landlord on demand the reasonable costs incurred by
Landlord for (a) cleaning work in the Demised Premises or the Building or
otherwise on or about the Complex required because of (1) misuse or neglect on
the part of Tenant or its agents, employees, contractors, subcontractors or
visitors, (2) use of portions of the Demised Premises for preparation, serving
or consumption of food or beverages, reproducing operations, data processing or
computer operations which are not incidental to Tenant's primary business,
private lavatories or toilets or other special purposes requiring greater or
more difficult cleaning work other than office area, (3) interior glass surfaces
other than exterior windows, (4) non-Building Standard materials or finishes
installed by Tenant or at its request, (5) increases in frequency or scope in
any of the items set forth in Exhibit "D" as shall have been requested by
Tenant, and (b) removal from the Demised Premises and the Building of (1) so
much of any refuse and rubbish of Tenant as shall exceed that normally
accumulated daily in the routine or ordinary business office occupancy and (2)
all of the refuse and rubbish of Tenant's machines and the refuse and rubbish of
any eating facilities requiring special handling (known as "Wet Garbage").
Landlord and its cleaning contractor and their employees shall during hours
other than Standard Business Hours have access to the Demised Premises and the
use of Tenant's light, power and water in the Demised Premises as may be
reasonably required for the purpose of cleaning the Demised Premises.
Extraordinary waste (such as crates, cartons (other than supply cartons and
other cartons as are usual in normal office use), boxes, etc., and used
furniture or equipment) shall be removed from the Building by Tenant at Tenant's
own cost and expense. At no time shall Tenant place any waste of any kind in any
public areas. If Tenant does so, the parties agree that everything so placed
shall be deemed abandoned and of no value to Tenant and Landlord may have the
same removed and disposed of at Tenant's expense. Such expense shall be deemed
additional rent payable by Tenant within fifteen (15) days after being billed
therefor. This remedy is in addition to any other remedies Landlord may have
under this Lease.

               (B) Tenant is permitted hereunder to have separate kitchenette
areas for the storage, preparation, service or consumption of food or beverages
in the Demised Premises and Landlord, at Tenant's expense, shall cause all
portions of the Demised Premises so used to be



                                      -30-
<PAGE>   35
cleaned daily in a manner satisfactory to Landlord, and to be exterminated
against infestation by vermin, roaches or rodents regularly and, whenever there
shall be evidence of any infestation.

         SECTION 8. Landlord reserves the right, without any liability to
Tenant, except as otherwise expressly provided in this Lease, and without being
in breach of any covenant of this Lease, to stop, interrupt, or suspend service
of any of the heating, ventilating, air conditioning, electric, sanitary,
elevator or other Building systems serving the Demised Premises, or the
rendition of any other services required of Landlord under this Lease, whenever
and for so long as may be necessary, by reason of accidents, emergencies,
mechanical breakdowns, the making of repairs or changes which Landlord is
required by this Lease or by law to make, or by reason of difficulty in securing
proper supplies of fuel, steam, water, electricity, labor or supplies, or by
reason of Events of Force Majeure. In each instance Landlord shall use best
efforts to eliminate the cause of stoppage and to effect restoration of service
and shall give Tenant reasonable notice, when practicable, of the commencement
and anticipated duration of such stoppage, and if any work is required to be
performed in or about the Demised Premises for such purpose, such work shall be
performed in a manner as, to the extent practicable, will not unreasonably
interfere with Tenant's use and occupancy of the Demised Premises. Landlord
shall have no responsibility or liability to Tenant by reason of any
interruption, stoppage, or suspense of any of the Building systems or services
arising out of the causes set forth in this Section. In the event that the
stoppage, interruption or suspension prevents Tenant from conducting its
business in the ordinary course for thirty (30) consecutive days, Tenant shall
be entitled to an abatement of its rent commencing on the 31st day and
continuing until such Building system is restored, provided, however, that if
such stoppage, interruption or suspension shall continue for one hundred eighty
(180) consecutive days, Tenant shall have the right, upon written notice of not
less than thirty (30) days, to terminate this Lease whereupon the rights and
obligations of both parties shall cease and terminate as of the designated Lease
Termination Date, and neither party shall have any further obligation or
responsibility to the other.

         SECTION 9. Landlord shall not be required to furnish any other
services, including but not limited to window or other cleaning services, except
as expressly provided in this Lease, including the exhibits to this Lease which
are made a part hereof.


                                      -31-
<PAGE>   36

                                    ARTICLE 7
                     HEAT, VENTILATING AND AIR CONDITIONING

         SECTION 1. Subject to Section 8 of Article 6 hereof, Landlord shall
furnish to the Demised Premises through the Building heating, ventilating and
air conditioning system(s) heated, outside and conditioned air, during Standard
Business Hours based upon, and meeting the standards of The American Society of
Heating, Refrigeration and Air-Conditioning Engineers for commercial office
buildings. The foregoing performance specifications shall be subject to said
systems being balanced by Landlord at reasonable periods of time. Landlord shall
maintain and operate such systems and shall furnish heat, ventilation and
air-conditioning in the Demised Premises through such systems, subject to
Section 8 of Article 6, in compliance with such performance specifications,
during Standard Business Hours. Upon reasonable advance notice from Tenant, by
Tenant's call to Landlord's employee stationed at the console desk in the
Building, Landlord shall furnish heating, cooling or ventilating service at any
time other than Standard Business Hours (hereinafter called "After Hours").
Tenant shall pay Landlord as additional rent and upon rendition of a bill
therefor, $175.00 per hour for such services ("After Hours HVAC Charge"). The
After Hours HVAC Charge does not apply to that portion of the Submetered
Premises, as defined by Section 5 of Article 5 hereof, for which Tenant is
obligated to pay for electricity used After Hours for heating, ventilating and
air conditioning of the Operations Center and Executive Center in accordance
with Section 5 of Article 5 hereof. The After Hours HVAC Charge shall be subject
to adjustment upward from time to time based on Landlord's reasonable estimate
of the cost of providing such services, provided, however, that such adjustment
shall never exceed the amount arrived at by multiplying the After Hours HVAC
Charge by the percentage difference between the Price Index for the month in
which Landlord is seeking to make such adjustment and the Price Index for the
Base Month.

         SECTION 2. Any damage caused to the heating, air conditioning, and
ventilating equipment, or appurtenances as a result of the negligence of, or
careless operation of the same by, Tenant or its agents, servants, employees,
licensees, invitees, or visitors shall be repaired by Landlord, and the cost and
expense thereof shall be paid by Tenant, as additional rent, within ten (10)
days after being billed therefor.


                                      -32-
<PAGE>   37

         SECTION 3. Notwithstanding the foregoing provisions of this Section,
Landlord shall not be responsible if the normal operation of the heating, air
conditioning and ventilation systems shall fail to provide heated and outside
air at reasonable temperatures, pressures or degrees of humidity or in
reasonable volumes or velocities in any portion of the Demised Premises (i)
which shall have an electrical load in excess of six (6) watts per rentable
square foot connected load, or which shall have a human occupancy factor in
excess of one (1) person per two hundred fifty (250) square feet of usable area
(the average electrical load and human occupancy factors for which the air
conditioning systems are designed), or (ii) because of any rearrangement of
partitioning or other improvements made or performed by or on behalf of Tenant
or any person claiming through or under Tenant, or because part of the Demised
Premises is used other than for offices (including, without limitation,
conference rooms, computer rooms, equipment rooms and kitchens) where the heat
release, heat variation or personnel occupancy is greater than in normal office
space. If due to use of the Demised Premises in a manner exceeding the
aforementioned occupancy and electrical load criteria, or due to rearrangement
of partitioning after the initial preparation of the Demised Premises,
interference with normal operation of the air conditioning in the Demised
Premises results, necessitating changes in the air conditioning system servicing
the Demised Premises, such changes shall be made by Landlord upon written notice
to Tenant at Tenant's sole cost and expense. Landlord, throughout the Lease
Term, shall have free and unrestricted access to any and all air conditioning
facilities in the Demised Premises, as needed.

         SECTION 4. Landlord and Tenant agree to operate the heating, air
conditioning and ventilating equipment in accordance with their design criteria
unless a recognized and applicable energy conservation law, program, guideline,
regulation or recommendation promulgated by any Federal, State, City or other
governmental or quasi-governmental bureau, board, department, agency, office
commission or other subdivision thereof or the American Society of Heating,
Refrigeration and Air Conditioning Engineers, Inc. or any successor thereto or
other organization serving a similar function shall provide for any reduction in
operations below said design criteria, in which case such equipment shall be
operated so as to provide reduced service in accordance with such law, program,
guideline, regulation or recommendation.


                                      -33-
<PAGE>   38

                                    ARTICLE 8
                                     PARKING

         SECTION 1. With respect to parking of vehicles:

               (A) Landlord represents that throughout the Lease Term there will
be a paved, underground, illuminated parking area for Tenant's use at the
Building. Tenant shall be entitled to use 478 underground parking spaces in the
main underground parking garage adjacent to the Building ("Tenant's Parking
Spaces") which will be available to Tenant on a "first come, first serve" basis.
Tenant's employees shall have access to the underground parking garage 24 hours
a day, 7 days a week and 52 weeks per year. Tenant shall be entitled to such
additional parking spaces, as shall be computed at a rate of 4 parking spaces
per 1000 square feet of Leased Floor Space should Tenant exercise its right to
lease the Expansion Space and/or Additional Expansion Space as further set forth
in Article 34 of this Lease. Landlord shall deliver parking permits to Tenant in
an amount reasonably sufficient for Tenant to properly conduct its business,
which parking permits shall be placed in Tenant's and Tenant's employees'
automobiles. Said parking permits will serve as evidence of Tenant's entitlement
to Tenant's Parking Spaces and access to Tenant's Parking Spaces will be limited
only to those automobiles displaying such parking permits. The location of
Tenant's Parking Spaces shall be determined by Landlord who reserves the right
at all times to redesignate parking areas around the Building, but in all events
such location shall be reasonably proximate to the Demised Premises and shall be
subject to any applicable statute, law, ordinance, rule or regulation with
respect to handicapped access. Tenant's guests, visitors and invitees will be
authorized to park in the circle in front of the Building, or should there be no
availability in said parking circle, then Tenant's guests, visitors and invitees
shall park in the outdoor auxiliary lot on a first come first serve basis.
Tenant's, employees, guests, visitors and invitees shall not at any time park
any trucks or delivery vehicles in any of the parking areas. Tenant shall be
responsible for repairing damage to the parking areas caused by Tenant or its
employees, guests, visitors or invitees.

               (B) Monthly Parking in addition to that provided in the preceding
paragraph shall be provided to Tenant upon Tenant's request, subject to
availability as determined by Landlord. In consideration thereof, Tenant shall
pay Landlord additional rent of $75.00 per month for each space. If Tenant or
its employees use more than the specified number of spaces



                                      -34-
<PAGE>   39

set forth above, then after ten (10) days notice from Landlord, Tenant shall, at
the option of Landlord, either (i) pay $75.00 per month for each additional
space used for each month during which such excess use takes place (even if for
less than the full month), or (ii) cease and desist immediately from using said
additional spaces. If Landlord selects the first of such options, Landlord may
revoke such choice on 30 days notice, and Tenant shall cease and desist
immediately from using such additional spaces.

               (C) Tenant shall require its employees, guests, visitors and
invitees to park only in areas designated by Landlord and not to obstruct the
parking areas of other tenants. Tenant shall, upon request, furnish to Landlord
the license numbers of the automobiles operated by Tenant, its executives and
other employees. Landlord may use any lawful means to enforce the parking
regulations established pursuant to this Article, including, but not limited to,
the towing away of improperly parked or unauthorized cars and pasting of warning
notices on car windows and windshields. Landlord may temporarily close any
parking area in order to make repairs or changes, to prevent the acquisition of
public rights, or to discourage unauthorized parking. Landlord may do such other
acts in and to such areas as, in its reasonable judgment, may be desirable to
improve same, provided that Tenant's operations are not unreasonably interfered
with.

                                    ARTICLE 9
                  USE, BUILDING NAME AND TENANT IDENTIFICATION

         SECTION 1. Tenant shall use and occupy the Demised Premises only as its
general business offices, including, without limitation, communication
facilities incidental thereto and for no other purpose, commensurate with the
character and dignity of the Building as a first-class office building
("Permitted Use").

         SECTION 2. Tenant shall not permit the Demised Premises to be used in
any manner, or anything to be done therein or brought into or kept therein which
would in any way: violate any of the provisions of any grant, lease, or mortgage
to which this Lease is subordinate provided that no such grant, lease or
mortgage shall restrict or restricts the Permitted Use; violate any laws or
requirements of public authorities; make void or voidable any fire or liability
insurance policy then in force with respect to the Building; make unobtainable,
or more expensive, from reputable


                                      -35-
<PAGE>   40

insurance companies authorized to do business in New York State at standard
rates any fire insurance with extended coverage, or liability, elevator or
boiler or other insurance required to be furnished by Landlord under the terms
of any lease or mortgage to which this Lease is subordinate; cause physical
damage to the Building or any part thereof; constitute a public or private
nuisance; impair in the reasonable opinion of Landlord the appearance, character
or reputation of the Building; result in members of the general public loitering
in, on, or about the Building or the Complex; discharge objectionable fumes,
vapors or odors into the air conditioning system or into flues or vents not
designed to receive them or otherwise in such manner as may unreasonably offend
other occupants; impair or interfere with any of the building services or the
proper economic heating, cleaning, air conditioning or other servicing of the
Building or the Demised Premises or impair or interfere with or tend to impair
or interfere with the use of any of the other areas of the Complex by, or
occasion discomfort, annoyance or inconvenience to, Landlord or any of the other
tenants or occupants of the Building. The provisions of this Section, and the
application thereof, shall not be deemed to be limited in any way to or by the
provisions of any of the other Sections of this Article or any of the rules and
regulations referred to in Article 26 or Exhibit "C" attached hereto, except as
may therein be expressly otherwise provided.

         SECTION 3. The "Permitted Use" of the Demised Premises for the purposes
specified in Section 1 hereof shall not in any event be deemed to include, and
Tenant shall not use, or permit the use of, the Demised Premises or any part
thereof for: sale of, or traffic in, any spirituous liquors, wines, ales or beer
kept in the Demised Premises; sale at retail of any other products or materials
kept in the Demised Premises, by vending machines or otherwise, or
demonstrations to the public, except as may be specifically agreed to by
Landlord in writing; manufacturing, printing or electronic data processing,
except for the operation of normal business office reproducing and printing
equipment, business machines and electronic data processing equipment incidental
to the conduct of Tenant's business and for Tenant's own requirements at the
Demised Premises; provided that, such use shall not exceed that portion of the
mechanical or electrical capabilities of the Building equipment allocable to the
Demised Premises; the rendition of medical, dental or other diagnostic or
therapeutic services; the conduct of a public auction or assembly of any kind
(except as is incidentally required in the conduct of Tenant's normal business
activity); the conduct of a banking, trust company, savings bank, safe



                                      -36-
<PAGE>   41

deposit, savings and loan association or loan company business; the issuance and
sale of traveler's checks, foreign drafts, letters of credit, foreign exchange
or domestic money orders (except as is incidentally required in the conduct of
Tenant's normal business activity); the receipt of money for transmission
(except as is incidentally required in the conduct of Tenant's normal business
activity); a restaurant, bar, or the sale of confectionery, tobacco, newspapers,
magazines, soda, beverages, sandwiches, ice cream, baked goods or similar items,
or the preparation, dispensing or consumption of food and beverages in any
manner whatsoever except that Landlord authorizes Tenant to maintain
kitchenettes, along with beverage and candy machines on the Demised Premises for
the distribution or sale of soda and other beverages to its employees and except
as may be otherwise specifically agreed to by Landlord in writing; or an
employment agency or recruitment agency, school, college, university or
educational institution, whether or not for profit, or by any government or
subdivision or agency of any government.

         SECTION 4. If any governmental license or permit, other than a
certificate of occupancy or other permission to occupy, shall be required for
the proper and lawful conduct of Tenant's business in the Demised Premises, or
any part thereof, and if failure to secure such license or permit would in any
way affect Landlord, Tenant, at its expense, shall duly procure and thereafter
maintain such license or permit, but in no event shall failure to procure and
maintain same by Tenant affect Tenant's obligations hereunder. Tenant shall not
at any time use or occupy, or suffer or permit anyone to use or occupy the
Demised Premises, or do or permit anything to be done in the Demised Premises,
in violation of the certificate of occupancy for the Demised Premises or the
Building, provided that Landlord represents that the certificate of occupancy
for the Building allows for the Demised Premises to be used for office use.

         SECTION 5. Landlord reserves the right to select a name for the
Building and to make such a change or changes of name as it may deem appropriate
during Tenant's occupancy, and Tenant agrees that the name of the Building shall
be (a) the name as selected by Landlord, or (b) the postal address approved by
the United States Post Office, which is 2000 Westchester Avenue, White Plains,
New York 10650. Prior to implementing its selection of a name for the Building,
or a change thereto, Landlord shall provide Tenant with advance notice of the
name, and Landlord shall review any reasonable comment Tenant may have as to the
name, although Tenant shall have no right to prevent, or object to, the name
selected by Landlord.


                                      -37-
<PAGE>   42

         SECTION 6. Tenant shall not place a load upon any floor of the Demised
Premises exceeding the floor load per square foot which such floor was designed
to carry and which is allowed by certificate, rule, regulation, permit or law.
Landlord reserves the right to prescribe the weight and position of all safes
and vaults which shall be placed by Tenant, at Tenant's expense. Business
machines and mechanical equipment shall be placed and maintained by Tenant, at
Tenant's expense, in such manner as shall be sufficient in Landlord's judgment
to absorb and prevent vibration, noise and annoyance. Tenant shall not move any
safe, heavy machinery or heavy equipment into or out of the Building without
employing persons properly licensed, if required by laws and requirements of
public assistance. Tenant shall not discharge or permit to be discharged any
materials into waste lines, vents, or flues of the Building which might cause
damage thereto. The water and wash closets and other plumbing fixtures in or
serving the Demised Premises shall not be used for any purpose other than those
for which they shall have been designed or constructed, and no sweepings,
rubbish or rags shall be deposited therein.

         SECTION 7. (A) Tenant, at its sole cost and expense, may install a sign
in the lobby of the Building identifying Tenant as being located in the
Building. The design of such sign shall be subject to Landlord's reasonable
approval and shall be fabricated and/or installed by a contractor that meets
Landlord's reasonable approval. The placement or location of such sign in the
lobby as well as the size of such sign in the lobby is within Landlord's sole
discretion.

               (B) Tenant, at its cost and expense, may furnish and install its
identification on its entrance door or in Tenant's entrance area, should Tenant
so desire such identification. The design of such sign shall be subject to
Landlord's reasonable approval and shall be fabricated and/or installed by a
contractor that meets Landlord's reasonable approval. The placement or location
of such sign on Tenant's entrance door or in Tenant's entrance area, as well as
the size of such sign on Tenant's entrance door or in Tenant's entrance area,
are subject to Landlord's reasonable approval.

         SECTION 8. Tenant shall not place, erect or maintain or suffer to be
placed, erected or maintained on any exterior surface (including both the
interior and exterior surfaces of windows and doors) of the Demised Premises,
nor anywhere outside of the Demised Premises, any sign,



                                      -38-
<PAGE>   43

symbol, neon or other light, shade, lettering, decoration, advertising, or any
other object or thing visible to public view outside of the Demised Premises,
without first obtaining Landlord's approval as to whether the same shall be so
installed or placed and, if so, as to the location, number, type and appearance
of each thereof.

         SECTION 9. If Tenant requests, Tenant, at Tenant's sole cost and
expense, may list Tenant's name on a monument sign at the entrance to the
Complex on Purchase Street, which monument sign shall be dedicated solely to
Tenant. The design of such monument sign is subject to Landlord's reasonable
approval, provided that such monument sign shall comply with all applicable
zoning requirements for the jurisdiction in which the Building is located and
shall be equal in size to any sign dedicated to Texaco at the entrance to the
Complex. The monument sign shall be fabricated and installed by a contractor
that meets Landlord's reasonable approval. The exact location of such monument
sign at the entrance to the Complex on Purchase Street is within Landlord's sole
discretion.

         SECTION 10. Tenant, at its sole cost and expense, may install and
maintain a reception desk in the lobby of the Building which is to be staffed by
no more than two (2) employees of Tenant at any time. The design and size of the
reception desk is subject to Landlord's approval, which approval shall not be
unreasonably withheld, provided that the same would not tend to lower the
first-class character of the Building. The exact location of the reception desk
is within Landlord's sole discretion.

         SECTION 11. Landlord will display on one of the three (3) existing
flagpoles at the main north entrance to the Building a flag depicting the Atlas
Air, Inc. logo. Matters pertaining to the time, place and manner of display of
such flag shall be within Landlord's reasonable discretion.

                                   ARTICLE 10
                       CHANGES IN THE BUILDING AND ACCESS

         SECTION 1. All walls, windows, and doors bounding the Demised Premises
(including exterior Building walls, core corridor walls and doors and any core
corridor entrance), except the inside surface thereof, any terraces or roofs
adjacent to the Demised Premises, and space in or adjacent to the Demised
Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or
other utilities, sinks or other Building facilities, and the use thereof, as
well as access



                                      -39-
<PAGE>   44

thereto through the Demised Premises for the purposes of operation, maintenance,
decoration and repair, are reserved to Landlord.

         SECTION 2. Tenant shall permit Landlord to install, use and maintain
pipes, ducts and conduits within or through the walls, columns and ceilings of
the Demised Premises, provided that the installation work is performed at such
times and by such methods as will not unreasonably interfere with Tenant's use
and occupancy of the Demised Premises, or damage the appearance thereof, reduce
the Leased Floor Space by more than one thousand (1,000) square feet (without an
appropriate adjustment in rent) or materially affect Tenant's layout. Where
access doors are required for mechanical trades in or adjacent to the Demised
Premises, Landlord shall furnish and install such access doors and confine their
location wherever practical to closets, coat rooms, toilet rooms, corridors, and
kitchen or pantry rooms. Landlord and Tenant shall cooperate with each other in
the location of Landlord's and Tenant's facilities requiring such access doors.

         SECTION 3. Tenant acknowledges that the Building of which the Demised
Premises are a part may undergo substantial renovations from time to time during
the Lease Term. Tenant acknowledges that its quiet enjoyment and access to the
Demised Premises during the Lease Term may be disturbed by the noise, dust,
vibrations, and other effects of renovation of the Building and the Complex.
Further, Tenant acknowledges that during the Lease Term Landlord may enter the
Demised Premises for the purpose of securing, maintaining or replacing Building
signage and operating systems located within the Demised Premises and in order
to comply with any federal, state or local rule, regulation, decision, code,
requirement, order, direction, law, statute or ordinance, of any governmental or
quasi-governmental agency, authority, body, board, commission, department,
bureau or official. Landlord agrees to make such modifications in a workmanlike
fashion and to use due diligence to reduce interference with Tenant's use of the
Demised Premises, however, such work and its effects may inherently disturb
Tenant and its use of the Demised Premises, provided that there shall be no
unreasonably lengthy interference with the use of the Demised Premises or the
services furnished to the Demised Premises and no reduction in Tenant's Leased
Floor Space in excess of one thousand (1,000) square feet without an appropriate
adjustment of rent. In addition, Landlord may, at any time, increase or decrease
the size of the Complex whether by adding or



                                      -40-
<PAGE>   45

reducing the buildings, floors or levels, or otherwise without an adjustment in
rent. Notwithstanding the foregoing, Landlord represents that throughout the
Lease Term, there will be a large indoor loading dock made available for
Tenant's use, which use shall be subject to such reasonable restrictions as
Landlord may promulgate from time to time during the Lease Term.

         SECTION 4. Landlord or Landlord's agents or employees shall have the
right upon request made on reasonable advance notice to Tenant, or to an
authorized employee of Tenant at the Demised Premises, to enter and/or pass
through the Demised Premises or any part thereof, at reasonable times during
reasonable hours, (a) to examine the Demised Premises or to show them to lessors
of superior lease(s), holders of mortgages, insurance carriers, or prospective
tenants, lenders or purchasers and (b) for the purpose of making such repairs or
changes in or to the Demised Premises or in or to the Building or its facilities
as may be provided for by this Lease or as Landlord may deem necessary or as
Landlord may be required to make by law or in order to repair and maintain the
Building or its fixtures or facilities. However, Landlord's rights under this
Section shall be exercised in such a manner as will not unreasonably interfere
with Tenant's use and occupancy of the Demised Premises. Landlord, its agents,
or employees, shall also have the right to enter on and/or pass through the
Demised Premises, or any part thereof without notice at such times as such entry
shall be required by circumstances of emergency affecting the Demised Premises
or the Building. Included among the foregoing emergencies shall be a situation
where water has entered the Demised Premises, in which event upon Landlord
learning thereof, Landlord may enter the Demised Premises and remove such water.
Landlord shall be allowed to take all materials into and upon the Demised
Premises that may be required for such repairs, changes, repainting or
maintenance.

         SECTION 5. If Tenant is not present to open and permit an entry into
the Demised Premises, Landlord or Landlord's agents may enter the same whenever
such entry may be necessary by master key or forcibly due to emergency, and
provided reasonable care is exercised to safeguard Tenant's property, such entry
shall not render Landlord or its agents liable therefor, nor in any event shall
the obligations of Tenant hereunder be affected.


                                      -41-
<PAGE>   46

         SECTION 6. Landlord may limit and restrict, the means of access to the
Demised Premises and grounds and common areas outside of Standard Business
Hours, so long as Tenant's employees and authorized agents have reasonable
access to the Demised Premises, grounds and common areas pursuant to the same
terms and conditions as any other occupant of the Building and in accordance
with the rules and regulations annexed to and made a part of this Lease as
Exhibit C. Tenant, and its agents, employees and visitors shall be entitled to
access from the Demised Premises to, and the right to use, the toilets,
lavatories, and powder rooms only on the floor (or floors) in the corridors of
the Building on which the Demised Premises are located. Landlord shall have the
right to erect any gate, chain or other obstruction or to temporarily close off
any portion of the Complex to the public at any time to the extent necessary to
prevent a dedication thereof for public use.

                                   ARTICLE 11
                                 EMINENT DOMAIN

         SECTION 1. In the event that the land, Building or any part thereof, or
the Demised Premises or any part thereof, shall be taken on condemnation
proceedings or by the exercise of any right of eminent domain or by agreement
between any superior lessors and lessees and/or Landlord on the one hand and any
governmental authority authorized to exercise such right on the other hand,
Landlord shall be entitled to collect from any such condemnation the entire
award or awards that may be made in any such proceeding without deduction
therefrom for any estate hereby vested in or owned by Tenant, to be paid out as
in this Article provided. Tenant hereby expressly assigns to Landlord all of its
right, title and interest in or to every such award and also agrees to execute
any and all further documents that may be required in order to facilitate the
collection thereof by Landlord.

         SECTION 2. At any time during the Lease Term if title to the whole or
substantially all of the land, Building and/or Demised Premises shall be taken
in condemnation proceedings or by the exercise of any right of eminent domain or
by agreement between any superior lessors and lessees and/or Landlord on the one
hand and any governmental authority authorized to exercise such right on the
other hand, this Lease shall terminate and expire on the date of such taking and
the Base Rent and additional rent provided to be paid by Tenant shall be
apportioned and paid to the date of such taking.



                                      -42-
<PAGE>   47

         SECTION 3. However, if substantially all of the land or Building is not
taken and if only a part of the entire Demised Premises shall be so taken, this
Lease nevertheless shall continue in full force and effect, except that either
party may elect to terminate this Lease if that portion of the Demised Premises
then occupied by Tenant shall be reduced by more than twenty-five (25%) percent
by notice of such election to the other party given not later than thirty (30)
days after (a) notice of such taking is given by the condemning authority, or
(b) the date of such taking, whichever occurs later. Upon the giving of such
notice this Lease shall terminate on the date of service of such notice and the
Base Rent and additional rent due and to become due, shall be prorated and
adjusted as of the date of the taking. If both parties fail to give such notice
upon such partial taking, and this Lease continues in force as to any part of
the Demised Premises not taken, the rents apportioned to the part taken shall be
prorated and adjusted as of the date of taking and from such date the Base Rent
and additional rent shall be reduced to the amount apportioned to the remainder
of the Demised Premises, and such proportionate share shall be recomputed to
reflect the number of square feet of leased floor space remaining in the Demised
Premises.

         SECTION 4. Notwithstanding the foregoing provisions of this Article and
subject to the interests of any mortgagee or lessor or grantor under any
superior mortgage(s) or superior lease(s), Tenant shall be entitled to claim,
prove and receive in proceedings relating to any taking mentioned in the
preceding Sections of this Article, such portion of each award made therein as
represents the then value of Tenant's Property and moving and relocation
expenses.

         SECTION 5. In the event of any such taking of less than the whole of
the Building which does not result in a termination of this Lease, or in the
event of such a taking of all or any part of the Demised Premises which does not
result in a termination of this Lease, Landlord, at its expense, shall proceed
with reasonable diligence to repair, alter and restore the remaining part of the
Building and the Demised Premises to substantially the same condition as it was
immediately prior to such taking to the extent that the same may be feasible, so
as to constitute a tenantable Building and Demised Premises, provided that
Landlord's liability under this Section shall be limited to the amount received
by Landlord as an award arising out of such taking.


                                      -43-
<PAGE>   48

                                   ARTICLE 12
                             REPAIRS AND MAINTENANCE

         SECTION 1. Landlord shall keep and maintain the Building and its
fixtures, appurtenances, systems and related facilities (including the central
heating, ventilating and air conditioning systems and the central or core
elevator and plumbing systems), serving the Demised Premises and the Building,
in good working order, condition and repair (but any auxiliary or supplementary
heating, ventilating or air conditioning units or equipment, plumbing fixtures,
serving only the Demised Premises shall be Tenant's responsibility under Section
2 hereof), and Landlord shall make all repairs to preserve the strength of the
structural components of the Building, interior and exterior, as and when needed
in the Building, except as indicated in the second sentence of Section 2 hereof,
except further for those repairs for which Tenant is responsible pursuant to any
other provisions of this Lease, and subject to all other provisions of this
Lease, including but not limited to the provisions of Article 13.

         SECTION 2. Tenant shall take good care of the Demised Premises and the
fixtures and appurtenances therein and thereto (including, without limitation,
windows and doors adjoining, or used exclusively in connection with, the Demised
Premises, and at its sole cost and expense shall pay for all repairs thereto, as
and when needed to preserve them in good working order and condition except as
otherwise provided in Section 1 hereof. In addition, Tenant, at its sole cost
and expense, shall pay for all repairs, ordinary or extraordinary, interior or
exterior, structural or otherwise, in and about the Demised Premises, the
Building and the Complex as shall be required by reason of (a) the performance
or existence of work by Tenant necessary to suit the Demised Premises to
Tenant's initial occupancy (other than work performed by Landlord) or in
connection with Tenant's Changes, (b) the installation, use or operation of
Tenant's Property in the Demised Premises, (c) the moving of Tenant's Property
in or out of the Building, or (d) the misuse, neglect or improper conduct of
Tenant or any of its employees, agents, or contractors. As soon as any such
repair is required, Tenant shall notify Landlord, who shall, in turn, at its
option, either make such repair (at Landlord's Charge), or notify Tenant to make
such repairs. All such repairs shall be of quality and class at least equal to
the original work or construction. The provisions of this Section 2 shall not
apply in the case of fire or other casualty damage covered by Article 13 hereof.



                                      -44-
<PAGE>   49

         SECTION 3. Except as expressly otherwise provided in this Lease and in
instances caused by Landlord's negligent or otherwise wrongful act or omission,
Landlord shall have no liability to Tenant by reason of any inconvenience,
annoyance, interruption or injury to Tenant's business arising from Landlord or
any tenant making repairs or changes or performing maintenance services, whether
or not Landlord is required or permitted by this Lease or by law to make such
repairs or changes or to perform such services in or to any portion of the
Building or the Demised Premises, or in or to the fixtures, equipment, or
appurtenances of the Building or the Demised Premises, provided that Landlord
shall be reasonably diligent with respect thereto and shall perform such work,
except in case of emergency, at times reasonably convenient to Tenant and
otherwise in such a manner and to the extent practicable as will not
unreasonably interfere with Tenant's use and occupancy of the Demised Premises.

         SECTION 4. When used in this Lease the term "repair" shall be deemed to
include restoration and replacement as may be necessary to achieve and/or
maintain good working order and condition.

                                   ARTICLE 13
                      DESTRUCTION, FIRE AND OTHER CASUALTY

         SECTION 1. If the Demised Premises and/or access thereto shall be
partially or totally damaged or destroyed by fire or other casualty, Tenant
shall give immediate notice thereof to Landlord, and Landlord, subject to its
rights under Section 3 of this Article, substantially shall repair the damage
and restore and rebuild the Demised Premises and/or access thereto as nearly as
may be reasonably practical to its condition and character, to the extent of
Building Standard immediately prior to such damage or destruction, with
reasonable diligence after notice to it of the damage or destruction.

         SECTION 2. If the Demised Premises and/or access thereto shall be
partially or totally damaged or destroyed by fire or other casualty not
attributable to the fault, negligence or misuse of the Demised Premises by
Tenant, its agents or employees under the provisions of this Lease, the rents
payable hereunder shall be abated to the extent that the Demised Premises shall
have been rendered untenantable from the date of such damage or destruction to
the date the damage shall be substantially repaired or restored or rebuilt to
the same condition as required under



                                      -45-
<PAGE>   50

Article 2 hereof for the Demised Premises to be ready for occupancy. In the
event of partial damage, if the undamaged portion of the Demised Premises are
not reasonably useable, then for purposes of abatement of rent the damage shall
be deemed total. Should Tenant reoccupy a portion of the Demised Premises during
the period that the repair, restoration or rebuilding is in progress and prior
to the date that all of the Demised Premises are rendered tenantable, rents
allocable to such occupied portion (based upon that proportion which the area of
the part so occupied bears to the Leased Floor Space) shall be payable by Tenant
from the date of such occupancy to the date the Demised Premises are made
tenantable. Any work to be performed by Tenant shall be performed in accordance
with Article 15 hereof applicable to Tenant's Changes.

         SECTION 3. In case of substantial damage or destruction of the Demised
Premises, Tenant may terminate this Lease by notice to Landlord, if Landlord has
not completed the making of the required repairs and restored and rebuilt the
Demised Premises and/or access thereto within nine (9) months from the date of
such damage or destruction, and such additional time after such date (but not to
exceed two (2) months) as shall equal the aggregate period Landlord may have
been delayed in doing so by adjustment of insurance or Events of Force Majeure.
In case the Building shall be so damaged by such fire or other casualty that
substantial renovation, reconstruction or demolition of the Building shall, in
Landlord's opinion, be required (whether or not the Demised Premises shall have
been damaged by such fire or other casualty), then Landlord may, at its option,
terminate this Lease and the Lease Term and estate hereby granted, by notifying
Tenant in writing of such termination, within sixty (60) days after the date of
such damage. If at any time prior to Landlord giving Tenant the aforesaid notice
of termination or commencing the repair and restoration pursuant to Section 1,
the holder of a superior mortgage(s) or the lessor of a superior lease(s) or any
person claiming under or through the holder of such superior mortgage(s) or the
lessor of such superior lease(s) takes possession of the Building through the
foreclosure or otherwise, such holder, lessor, or person shall have a further
period of thirty (30) days from the date of so taking possession to terminate
this Lease by appropriate written notice to Tenant. In the event that such a
notice of termination shall be given pursuant to either of the two (2) preceding
sentences, this Lease and the Lease Term and estate hereby granted shall expire
as of the date of such termination with the same effect as if that were the date
hereinbefore set for the expiration of the Lease Term, and the Base Rent and



                                      -46-
<PAGE>   51

additional rent due and to become due hereunder shall be apportioned as of such
date if not earlier abated pursuant to Section 2. Nothing contained in this
Section 3 shall relieve Tenant from any liability to Landlord or to its insurers
in connection with any damage to the Demised Premises or the Building by fire or
other casualty if Tenant shall be legally liable in such respect.

         SECTION 4. Landlord shall not be liable for any injury to the business
of Tenant resulting from any damage to the Demised Premises or the Building by
fire or other casualty unless caused by Landlord's willful or negligent act or
omission. Furthermore, no damages, compensation or claim shall be payable by
Landlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Demised Premises or of the Building
pursuant to this Article unless caused by Landlord's willful or negligent act or
omission. Landlord shall use due diligence to effect such repair or restoration
promptly and in such manner as not to unreasonably interfere with Tenant's use
and occupancy.

         SECTION 5. Landlord will not carry insurance of any kind on Tenant's
Property or Tenant's Work, and, except as provided by law or by reason of its
fault or its breach of any of its obligations hereunder, shall not be obligated
to repair any damage thereto or replace the same.

         SECTION 6. The provisions of this Article shall be considered an
express agreement governing any case of damage or destruction of the Demised
Premises by fire or other casualty, and Section 227 of the Real Property Law of
the State of New York, providing for such a contingency in the absence of an
express agreement, and any other law of like import, now or hereafter in force,
shall have no application in such case.

                                   ARTICLE 14
                                    INSURANCE

         SECTION 1. Tenant shall not violate, or permit the violation of, any
condition imposed by the standard fire insurance policy then issued for office
buildings in the municipality in which the Building is located and shall not do,
or permit anything to be done, or keep or permit anything to be kept in the
Demised Premises which would increase the fire or other casualty insurance rate
on the Building or the property therein over the rate which would otherwise then



                                      -47-
<PAGE>   52

be in effect or which would result in insurance companies of good standing
refusing to insure the Building or any of such property in amounts and at normal
rates reasonably satisfactory to Landlord. However, Tenant shall not be subject
to liability, obligation or violation under this Section by reason of the proper
use of the Demised Premises for standard executive and administrative offices,
and as an operating center for the management and administration of Tenant's
business.

         SECTION 2. Tenant shall, at its sole cost and expense, maintain at all
times commencing with the earlier of the performance of any work in the Demised
Premises by or on behalf of Tenant under Article 2 hereof and the moving of any
property into the Demised Premises and throughout the Lease Term (unless
otherwise in this Section 2 provided) the following types of insurance:

               (A) Commercial general liability insurance to afford protection
initially in an amount of not less than $5,000,000 combined single limit of
liability for personal injury, death and property damage arising out of any one
occurrence, under an occurrence-basis policy, against any and all claims for
personal injury, death or property damage occurring in, upon, adjacent, or
connected with the Demised Premises and any part thereof. There shall be added
to or included within said comprehensive general liability insurance products
and completed operations liability, independent contractors liability, broad
form comprehensive general liability endorsements, broad form property damage
liability, liquor law legal liability (if applicable), host liquor liability,
explosion, collapse and underground property damage, environmental
impairment/pollution liability (if applicable) and owners and contractors
protective liability coverage during the course of construction. The policy (or
policies) shall state that it covers, among other risks, the contractual
liability assumed by Tenant under the provisions set forth in this Lease.

               (B) Commercial auto liability insurance (with special endorsement
covering mobile equipment and contractual liability) covering owned, non-owned
and hired vehicles providing bodily injury and property damage coverage, all on
a per occurrence basis and under an occurrence-basis policy, at a combined
single limit in such amount as Landlord or Landlord's


                                      -48-
<PAGE>   53

managing agent, if any, may reasonably determine and in no event less than three
million dollars ($3,000,000).

               (C) Workers' Compensation Insurance and any other statutory
insurance required by law. Employer's Liability Insurance to protect the Tenant
against common law liability, in the absence of statutory liability, for
employee bodily injury arising out of the master-servant relationship with a
limit of not less than $5,000,000.00 in respect of each occurrence.

               (D) New York State disability benefits liability as required by
law.

               (E) Intentionally omitted.

               (F) "All Risk" property insurance upon Tenant's Property,
including contents and trade fixtures; such coverage is to be written on a
replacement cost basis and in an amount of not less than 100% of the full
replacement value thereof.

         Tenant's failure to keep in force the aforementioned insurances shall
be regarded as a material default hereunder entitling Landlord to exercise any
or all of the remedies provided in this Lease for Tenant's default. Landlord
shall have the right from time to time during the Lease Term, but not more than
once in a Rent Year, on not less than thirty (30) days notice, to require that
Tenant increase the amount of coverage required to be maintained under this
Article to the amounts generally required of tenants in first class office
buildings in Westchester County.

         SECTION 3. At least ten business days prior to the performance of any
Tenant's Work, Tenant's Changes and all other betterments, improvements and all
other work in, on, attached to or becoming part of the Demised Premises
(sometimes collectively called "betterments and improvements"), Tenant shall
submit to Landlord all information necessary for Landlord to increase, if
necessary under Landlord's policy, (and thereafter throughout the Lease Term
shall submit any updated information necessary and not more than annually (if
requested by Landlord) shall certify replacement costs to Landlord) so Landlord
at all times may maintain its property insurance coverage on the Building so
that the betterments and improvements may be insured, on a replacement value,
subject to terms, conditions, exclusions and deductibles of such coverage.



                                      -49-
<PAGE>   54

         SECTION 4. With respect to insurance provided by Tenant or others
performing work for Tenant hereunder, other than Landlord or others employed
directly by Landlord:

               (A) Such insurance shall be written by insurance companies
licensed to do business in the State of New York, authorized to issue such
insurance policies and having a rating of no less than "A/12" in the most
current edition of Bests Key Rating Guide. The original insurance policies or
duly executed, appropriate certificates (together with reasonably adequate
evidence of waivers of subrogation required by this Article 14 and of payment of
insurance premiums) shall be deposited with Landlord together with all renewals,
replacements and endorsements. Tenant shall have the right to insure and
maintain such insurance under blanket insurance policies covering other premises
used or operated by Tenant, provided that if such blanket policies are
aggregated there is, at all times when required by this Lease, adequate
insurance attributable to the Demised Premises or to this Lease so as to comply
with the insurance provisions set forth in this Lease.

               (B) There shall be maintained deductibles in such amounts as
Tenant shall reasonably determine but in no event in excess of $5,000 with
respect to a property insurance policy and in no event in excess of $10,000 with
respect to a liability insurance policy.

               (C) Landlord, Landlord's managing agent (if any) and the holder
of any superior mortgage(s) and of any superior lease(s), to the extent that
Tenant has been notified (collectively called "Landlord and Others in Interest")
shall be included as additional insureds under all insurance required to be
provided by Tenant under this Lease except under Sections 2(C) and (D) of this
Article.

               (D) All property insurance policies shall cover the interest of
Tenant and Landlord and Others in Interest, as their interests may appear, and
the policies therefor shall provide that adjustment of any losses thereunder
shall include in the negotiation, not be settled or finalized without, and be
payable to, Landlord and Others in Interest, to the extent applicable. All such
property insurance policies shall contain a provision allowing other insurance
that is provided to or for Landlord. All such property insurance policies shall
be required of Tenant regardless of whether Tenant or others on behalf of Tenant
perform Tenant's Work, Tenant's Changes or any other work in the Demised
Premises.


                                      -50-
<PAGE>   55

               (E) At least 10 days prior to commencement of construction of any
work in the Demised Premises, Tenant and Tenant's contractor shall deliver to
Landlord (and Others in Interest, if required by them) certificates of insurance
or policies (as provided in Section 4(A) hereof) evidencing all insurance
coverages provided in this Article 14. Tenant's contractor shall be required to
comply with all of such insurance obligations only through final completion of
all such work.

               (F) At its own cost and expense, Tenant or its general contractor
if other than Landlord shall, in accordance with all of the insurance
requirements of this Article 14, obtain professional liability insurance for all
architects, designers and engineers with regard to all of their work in or in
connection with the Demised Premises, in a minimum policy amount of
$3,000,000.00, provided, however, that in lieu of Tenant or its general
contractor obtaining such professional liability insurance Tenant shall deliver
to Landlord satisfactory evidence that such architects, designers and engineers
have procured such insurance in a minimum policy amount of $3,000,000.00 and
satisfying all of the insurance requirements of this Article 14.

               (G) The limits of all insurance provided under this Article 14
shall not limit Tenant's liability to Landlord under this Lease, and (ii) shall
be subject to increase to the same extent as provided under Section 2 of this
Article.

               (H) All policies of insurance maintained by Tenant under this
Article 14 shall be written as primary policies not contributing with, nor in
excess of, insurance coverage that Landlord and Others in Interest may have.
Tenant shall not carry separate or additional insurance which, in the event of
any loss or damage, is concurrent in form or would contribute with the insurance
required to be maintained by Tenant under this Lease.

               (I) Each policy required to be provided hereunder (and each
certificate of insurance issued with respect thereto) shall contain endorsements
by the insurer, without disclaimers, that the policies will not be cancelled,
materially changed, amended, reduced or non-renewed without at least thirty (30)
days prior notice to Landlord and Others in Interest, that the act or omission
of any insured will not invalidate the policy as to any other insured, and that
Tenant (or the general contractor, as the case may be) solely shall be
responsible for payment of



                                      -51-
<PAGE>   56

all premiums under such policies and that neither Landlord nor Others in
Interest shall have any obligations for the payment thereof.

               (J) In the event Tenant shall fail to procure and place any
insurance required under this Lease, after notice to Tenant, Landlord may, but
shall not be obligated to, procure and place same, in which event the amount of
the premium paid plus interest thereon at the rate per annum of two hundred
(200) basis points over the prime rate in effect, as reported by The Wall Street
Journal, shall be refunded by Tenant to Landlord within 30 days of notice, as
additional rent.

         SECTION 5. With respect to each of (a) Tenant's property insurance
policies and business interruption insurance policies, if any, applicable to the
Demised Premises, and (b) Landlord's property damage insurance policies
applicable to the Building and/or Complex, respectively, each of the parties
agrees to use its best efforts to include a waiver of the insurer's right of
subrogation against the other party, or if such waiver should be unobtainable or
unenforceable (i) an express agreement that such policy shall not be invalidated
if the insured waives the right of recovery against any party responsible for a
casualty covered by the policy before the casualty or (ii) any other form of
permission for the release of the other party. If such waiver, agreement or
permission shall not be, or shall cease to be, obtainable without additional
charge or at all, the insured party shall so notify the other party promptly
after learning thereof. In such case, if the other party shall so elect and
shall pay the insurer's additional charge therefor, such waiver, agreement or
permission shall be included in the policy. To the extent of the waiver,
agreement or permission referred to above, each party shall look to the proceeds
of such policies. The waiver of subrogation or permission for release referred
to above shall extend to the agents of each party and its and their employees
and, in the case of Landlord, shall also extend to Landlord and Others in
Interest, but only if and to the extent that such waiver, agreement or
permission can be obtained without additional charge, unless such party shall,
after notice of such charge, pay such charge within the time specified in such
notice but not less than five (5) days after such notice. The releases above
provided for shall likewise extend to such agents, employees and other persons
and entities, if and to the extent that such waiver or permission is effective
as to them.



                                      -52-
<PAGE>   57

         SECTION 6. If Tenant shall decide not to insure for (or to self-insure
or co-insure part of any loss for) business interruption and/or if Tenant shall
at any time fail to maintain property insurance as, and to the extent, required
under this Lease, Tenant hereby releases Landlord and Others in Interest from
all loss or damage which could have been covered by such insurance if Tenant had
chosen to insure for same.

         SECTION 7. During the Lease Term, Landlord (i) shall keep the Building
insured against such risks, and (ii) shall maintain in full force and effect
public liability insurance against claims for personal injury or death or
property damage occurring upon, in, and about the Building in such amounts, as
is in each case customary in Westchester County for tenant-occupied office
buildings of comparable square footage to the Building.

                                   ARTICLE 15
                               TENANT ALTERATIONS

         SECTION 1. After completion of the initial preparation of the Demised
Premises as provided for in Article 2, Tenant may not, at any time or from time
to time during the Lease Term, make any alterations, additions, installations,
substitutions and improvements (hereinafter collectively called "changes" and,
as applied to changes provided for in this Article, "Tenant's Changes") in and
to the Demised Premises, except as otherwise provided in this Article 15.
Subject to the provisions of this Article 15, Tenant, at its sole cost and
expense, may, without first obtaining Landlord's consent, but upon at least
thirty (30) days prior notice, make any cosmetic non-structural changes not
affecting the Building's building systems or the certificate of occupancy for
the Building or interfering with the use of the Building by other occupants, the
estimated cost of which, in the aggregate, does not exceed fifty thousand
($50,000.00) dollars, provided that the same (i) may be undertaken without the
filing of any permits or applications with the Town of Harrison, (ii) is at
least in accordance with Building Standard, and (iii) complies with all
applicable laws, rules and regulations of the jurisdiction in which the Building
is located. All other changes shall be subject to Landlord's prior written
approval, which shall not be unreasonably withheld or delayed, and to such other
requirements as are herein set forth and as Landlord may hereafter reasonably
impose. Tenant's Changes shall be performed on the following conditions,
provided that in no event shall such changes result in a violation of or require
a change in the certificate of occupancy applicable to the Demised Premises:



                                      -53-
<PAGE>   58

              (A) The outside appearance, character or use of the Building shall
not be affected, and no Tenant's Changes shall weaken or impair the structural
strength, or in the opinion of Landlord, lessen the value of the Building;

              (B) No part of the Building outside of the Demised Premises shall
be physically affected;

              (C) The proper functioning of any of the mechanical, electrical,
sanitary and other service systems of the Building shall not be adversely
affected;

              (D) Tenant's Changes shall be performed at Tenant's sole cost and
expense, and in performing such work, Tenant shall be bound by and observe all
of the conditions and covenants contained in this Article and all rules and
regulations of the City, State and Federal governmental agencies having
jurisdiction, including, but not limited to, those of the Department of
Buildings of the jurisdiction where the Building is located;

              (E) At the time Landlord approves Tenant's Changes, Landlord shall
notify Tenant what items of Tenant's Changes shall, unless Landlord otherwise
elects by giving Tenant notice of not less than thirty (30) days prior to the
expiration or termination of this Lease, become the property of the Landlord and
shall remain upon and be surrendered with the Demised Premises as a part thereof
at the expiration or sooner termination of the Term. None of the foregoing shall
be deemed to include Tenant's trade fixtures, furniture or ordinary walls and
partitions made to divide space for use by Tenant's personnel except that
Landlord may require the removal of all or any part of the Operations Center and
Executive Center. If Landlord fails to notify Tenant of such possible removal
obligation at the time of Landlord's approval of Tenant's Changes, Tenant shall
not be required to remove such changes.

               (F) With respect to each of Tenant's Changes performed by Tenant,
Tenant shall pay to Landlord, as additional rent, upon demand, Landlord's
reasonable costs incurred for supervision and coordination of the work performed
in connection with such improvement as is reasonably necessary; and

               (G) Before proceeding with any change (exclusive of changes in
items constituting "Tenant's Property" as defined in Article 16) Tenant shall
submit to Landlord plans



                                      -54-
<PAGE>   59

and specifications for the work to be done, for Landlord's approval in writing,
and if such change requires approval by or notice to the lessor of a superior
lease(s) or the holder of a superior mortgage(s), Tenant shall not proceed with
the change until such approval has been received, or such notice has been given,
as the case may be, and all applicable conditions and provisions of said
superior lease(s) or superior mortgage(s) with respect to the proposed change or
alteration have been met or complied with at Tenant's expense. Any change for
which approval has been received shall be performed strictly in accordance with
the approved plans and specifications, and no amendments or additions to such
plans and specifications shall be made without the prior written consent of
Landlord. Tenant shall not be permitted to affix and make part of the Demised
Premises any materials, fixtures or articles which are subject to liens,
conditional sales contracts, security agreements or chattel mortgages.

         SECTION 2. All Tenant's Changes shall at all times comply with laws,
orders and regulations of governmental authorities having jurisdiction thereof,
and all rules and regulations of Landlord (in addition to those expressly
provided in this Lease) which in Landlord's reasonable opinion, are necessary to
protect its interest, including without limitation, a guaranty of completion,
payment and restoration. Tenant, at its expense, shall obtain all necessary
governmental and Board of Fire Underwriters permits and certificates for the
commencement and prosecution of Tenant's Changes and for final approval thereof
upon completion, shall provide copies of same to Landlord promptly upon request,
and shall cause Tenant's Changes to be performed in compliance therewith and
with all applicable requirements of insurance bodies, and in good and first
class workmanlike manner, using materials and equipment at least equal in
quality and class to the original installations of the Building. Tenant's
Changes shall be performed in such a manner as not to materially or unduly
interfere with the occupancy of any other tenant in the Building nor delay, or
impose any additional expense upon Landlord in the construction, maintenance, or
operation of the Building, and shall be performed by contractors or mechanics
approved by Landlord. Landlord's approval shall not be unreasonably withheld or
delayed. Throughout the performance of Tenant's Changes, Tenant, at its expense,
shall carry and shall cause all contractors, agents and other persons performing
Tenant's Changes to carry such insurance as Landlord may require relative to
such changes. Tenant shall furnish Landlord with reasonably satisfactory
evidence that such insurance is in effect at or before the commencement of
Tenant's Changes and, on request, at reasonable intervals thereafter during




                                      -55-
<PAGE>   60

the continuance of Tenant's Changes. No Tenant's Changes shall involve the
removal of any fixtures, equipment or other property in the Demised Premises
which are not "Tenant's Property" (as defined in Article 16), unless Landlord's
prior written consent is first obtained, which consent shall not be unreasonably
withheld or delayed, and unless such fixtures, equipment or other property shall
be promptly replaced, at Tenant's expense and free of superior title, liens and
claims, with fixtures, equipment or other property (as the case may be) of like
utility and at least equal value (which replaced fixtures, equipment or other
property shall thereupon become the property of Landlord), unless Landlord shall
otherwise expressly consent in writing.

         SECTION 3. Tenant, at its expense, and with diligence and dispatch,
shall procure the cancellation or discharge of all notices of violation arising
from or otherwise connected with Tenant's Changes which shall be issued by the
appropriate department of the municipality where the Building is located or any
other public authority having or asserting jurisdiction. Tenant shall defend,
indemnify and save harmless Landlord against any and all mechanics and other
liens in connection with Tenant's Changes, repairs, or installation, including
but not limited to the liens of any conditional sales of, or chattel mortgages
upon, any materials, fixtures, or articles so installed in and constituting part
of the Demised Premises and against all costs, reasonable attorneys' fees,
fines, expenses and liabilities reasonably incurred in connection with any such
lien, conditional sale or chattel mortgage or any action or proceeding brought
thereon. Tenant, at its expense, shall procure the satisfaction or discharge of
all such liens within thirty (30) days of the filing of such lien against the
Demised Premises or the Building. If Tenant shall fail to cause such lien to be
discharged within the period aforesaid, then, in addition to any other right or
remedy, Landlord may, but shall not be obligated to, discharge the same either
by paying the amount claimed to be due or by procuring the discharge of such
lien by deposit or by bonding proceedings, and in any such event Landlord shall
be entitled, if Landlord so elects, to compel the prosecution of an action for
the foreclosure of such lien by the lienor and to pay the amount of the judgment
in favor of the lienor with interest, costs and allowances. Any amount so paid
by Landlord and all reasonable costs and expenses incurred by Landlord in
connection therewith, together with interest thereon at the lesser of the
maximum permitted by law or two (2%) percent per month or portion thereof from
the respective dates of Landlord's making of the payment or incurring of the
cost and expense shall constitute additional rent payable by Tenant under this
Lease and shall be paid by Tenant on demand. If Tenant makes any such payment it
shall not be




                                      -56-
<PAGE>   61

entitled to any set-off against rent due hereunder. Tenant agrees that it will
not at any time prior to or during the Lease Term, either directly or
indirectly, use any contractors, labor or materials which would, in Landlord's
opinion, create any difficulty with other contractors or labor engaged by Tenant
or Landlord or others or would in any way disturb harmonious labor relations in
the construction, maintenance or operation of the Building or any part thereof
or any other building owned or operated by Landlord or any Affiliate of
Landlord. Tenant agrees to comply with, and require all contractors hired by
Tenant to comply with, all federal, state, and local laws and regulations
pertaining to employment, conditions, and hours of employment in connection with
any construction in the Building and except where Landlord specifically permits
otherwise, employ union labor on such construction.

         SECTION 4. All of Tenant's Changes, whether performed by Landlord or by
Tenant shall be performed only during Standard Business Hours, except that core
drilling which is required after the Commencement Date shall be done during time
periods which are not Standard Business Hours. If Tenant requires Landlord to
perform work during other hours, or if Tenant desires to perform work through
its contractors, agents or employees, provided Landlord so consents, Tenant
shall pay as additional rent, the actual cost of employing such additional help
as shall be reasonably required, as well as the actual cost of such necessary
supervisory personnel, if any, employed by Landlord in connection with such
work. Payment shall be made by Tenant to Landlord within ten (10) days after
being billed therefor. Tenant's contractors shall comply with the rules of the
Building as to the hours of availability of the Building elevators and the
manner of handling materials, equipment and debris to avoid conflict and
interference with Building operations, and shall furnish Landlord with all
insurance certificates required by Landlord pursuant to Article 14 hereof. In
addition, if Tenant or its contractors require use of the freight elevators
after Standard Business Hours, Tenant shall pay the reasonable costs for the use
thereof within ten (10) days after being billed therefor. The delivery and
handling of materials, equipment and debris shall be arranged to avoid any
inconvenience and annoyance to other tenants. Cleaning shall be controlled to
prevent dirt and dust from infiltrating into adjacent tenant or mechanical
areas.




                                      -57-
<PAGE>   62

                                   ARTICLE 16
                                TENANT'S PROPERTY

         SECTION 1. All fixtures, equipment, improvements and appurtenances
attached to or built into the Demised Premises at the Commencement Date or
during the Lease Term, whether or not by or at the expense of Tenant, shall be
and remain a part of the Demised Premises, shall be deemed the property of
Landlord and shall not be removed by Tenant except as hereinafter in this
Article expressly provided.

         SECTION 2. All business and trade fixtures, machinery and equipment,
communications equipment and office equipment, whether or not attached to or
built into the Demised Premises, which are installed in the Demised Premises by
or for the account of Tenant, without expense to Landlord, exclusive of any
electric meter (if any) and any related wiring and parts, and can be removed
without structural damage to or defacement of the Building, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and
located in the Demised Premises (all of which are herein called "Tenant's
Property"), shall be and shall remain the property of Tenant and may be removed
by it at any time during the Lease Term; provided that if any of Tenant's
Property is removed, Tenant shall restore the Demised Premises to its condition
at the time of the commencement of the Lease Term and repair or pay the cost of
repairing any damage to the Demised Premises or to the Building or the Complex
resulting from such removal. Any fixtures, equipment or other property for which
Landlord shall have granted any allowance to Tenant as a credit or substitution
in kind shall not be deemed to have been installed by or for the account of
Tenant without expense to Landlord, and shall not be considered as Tenant's
Property. Any partitions installed by Landlord, whether movable or not, shall
not be considered Tenant's Property. Landlord shall not be obligated to return
and/or reinstall any partitions supplied to Tenant which are returned by Tenant
to Landlord due to enlargement, reduction or change in the Demised Premises.

         SECTION 3. At or before the expiration of this Lease, Tenant shall
remove, at its expense, from the Demised Premises, all of Tenant's Property and
shall repair any damage and make any replacements to the Demised Premises or the
Building resulting from or necessitated by such removal, and shall pay all other
costs of such removal.




                                      -58-
<PAGE>   63

         SECTION 4. Any items of Tenant's Property which shall remain in the
Demised Premises after the expiration of this Lease, may, at the option of
Landlord, be deemed to have been abandoned, and in such case either may be
retained by Landlord as its property or may be disposed of, without
accountability, in such manner as Landlord may see fit. Tenant agrees to
reimburse Landlord for the costs of removal and disposal, along with the cost of
repairing any damage to the Demised Premises or the Building arising out of
Tenant's failure to remove Tenant's Property pursuant to the terms of this
Lease.

                                   ARTICLE 17
                                    SURRENDER

         SECTION 1. On the last day of the Lease Term, or upon any earlier
termination of this Lease, or upon any re-entry by Landlord upon the Demised
Premises, Tenant shall quit and surrender the Demised Premises to Landlord broom
clean, in good order, condition and repair except for ordinary wear and tear and
damage by fire or other insured casualty, restored as provided in Article 15, if
applicable.

         SECTION 2. Prior to such surrender Tenant shall (a) remove Tenant's
Property subject to the provisions of Article 16 hereof, (b) at Landlord's
request remove from the Demised Premises those improvements, alterations,
additions, fixtures and equipment ("Additional Work") which prior to the time of
installation in the Demised Premises (and in connection with the approval of
such Additional Work, including Tenant's Work) Landlord directed Tenant to
possibly remove upon the Expiration Date or upon any earlier termination of this
Lease, and (c) at Landlord's request, repair any damage and make any
replacements to the Complex resulting from or necessitated by such removal, and
restore those parts of the Demised Premises from which the removal referred to
in subparagraphs "a" and "b" above, to a condition which will blend with and be
comparable to and compatible with adjacent areas. Tenant's removal and repair
obligations hereunder with respect to the Demised Premises shall extend to all
parts of the Building where any Additional Work was performed by or on behalf of
Tenant. If Tenant shall fail to perform as provided in this Section 2, Landlord
shall have the right to do so at Tenant's cost and expense, without further
notice or demand upon Tenant, and Tenant shall indemnify Landlord against all
loss or liability resulting therefrom, including, without limitation, any delay
in granting occupancy of the Demised Premises to a future occupant.




                                      -59-
<PAGE>   64

         SECTION 3. In the event Tenant remains in possession of the Demised
Premises after the termination of this Lease without the execution by Landlord
and Tenant of a new Lease or the extension of this Lease, Tenant, at the option
of Landlord, shall be deemed to be occupying the Demised Premises as a Tenant
from month to month, at a monthly rental equal to one and one-half (1 1/2)
times the Base Rent and additional rent payable during the last month of the
Lease Term, subject to all of the other terms of this Lease insofar as the same
are applicable to a month to month tenancy.

         SECTION 4. Tenant hereby indemnifies and agrees to hold Landlord
harmless from and against any loss, cost, liability, claim, damage, fine,
penalty, and expense, including reasonable attorneys' fees and disbursements,
resulting from delay by Tenant in surrendering the Demised Premises upon the
termination of this Lease as provided in this Article 17, including without
limitation, any claims made by any succeeding tenant or prospective tenant based
upon such delay.

                                   ARTICLE 18
               RECORDING ESTOPPEL CERTIFICATE, AND CONFIDENTIALITY

         SECTION 1. Tenant agrees not to record this Lease or a copy thereof. At
the request of either party, Landlord and Tenant shall promptly execute,
acknowledge and deliver a memorandum with respect to this Lease sufficient for
recording. The cost of recording such memorandum shall be paid by the party
requesting the recording of such memorandum. Such memorandum shall not in any
circumstances be deemed to change or otherwise affect any of the obligations or
provisions of this Lease. The memorandum shall state the names of the parties to
this Lease, along with the date the Lease was executed and the Lease Term. The
memorandum shall not state any other terms of the Lease without the express
agreement of both parties to this Lease.

         SECTION 2. Tenant agrees, at any time and from time to time, as
requested by Landlord, or the holder of any superior lease(s) or superior
mortgage(s), upon not less than ten (10) days prior notice, to execute and
deliver without cost or expense to Landlord 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 modification),




                                      -60-
<PAGE>   65

certifying the dates to which the Base Rent and additional rent have been paid,
and stating whether or not, to the best knowledge of Tenant, Landlord is in
default in performance of any of its obligations under this Lease, and, if so,
specifying each such default of which Tenant may have knowledge, and specifying
as to such other matters as may be requested and as are part of the standard
form or request of such holder of any superior lease(s) or superior mortgage(s),
it being intended that any such statement delivered pursuant thereto may be
relied upon by any other person with whom Landlord, or the holder or any
superior lease(s) or superior mortgage(s), may be dealing.

         SECTION 3. (A) Each of Landlord and Tenant shall keep the contents of
this Lease confidential and each such party shall not (and shall cause its
Affiliates, and its and their respective directors, officers, employees, agents,
advisors, service providers or consultants ("Representatives") not to) disclose
the terms, covenants, conditions or other facts with respect to this Lease,
including the Base Rent and the Tenant Improvement Allowance ("Information") to
any person, corporation, partnership, association, newspaper, periodical or
other entity, or use the Information for any purpose, except as specifically
contemplated by this Lease or as necessary or appropriate for the conduct of
such party's business.

              (B) Each party may disclose the Information to its Representatives
who need access to such Information for, and such Representatives shall use such
Information solely for, the purposes set forth in subsection A, immediately
above. Each party shall be responsible for any breach of the provisions of this
Article 18, Section 3 by any of its Representatives.

              (C) If a party or its Representatives receive a request to
disclose all or any part of the Information under the terms of a subpoena or
other order issued by a court of competent jurisdiction or by a government
agency, such party shall: (i) promptly notify the other party of the existence,
terms and circumstances surrounding such request; (ii) consult with the other
party on the advisability of taking steps to resist or narrow that request;
(iii) if disclosure of any Information is required, furnish only such portion of
the Information as such party is advised by counsel is legally required to be
disclosed; and (iv) cooperate with the other party in its efforts to obtain an
order or other reliable assurance that confidential treatment will be accorded
to the portion of the Information that is required to be disclosed.




                                      -61-
<PAGE>   66

              (D) Each party acknowledges that if provisions of this Article 18,
Section 3 are breached, the non-breaching party and/or its applicable Affiliates
would be irreparably harmed and would not be made whole by monetary damages. It
is accordingly agreed that, in addition to any other remedy to which it may be
entitled in law or in equity, the non-breaching party and/or its applicable
Affiliates shall be entitled to injunctive or similar relief to prevent such
breaches and/or to compel specific performance.

              (E) Any claim, controversy or dispute arising out of, relating to,
or in connection with the Agreement or agreements and transactions contemplated
hereby, shall be resolved solely by binding arbitration.

              (F) The provisions of this Article 18, Section 3 shall be binding
upon each party without limitation as to time.

                                   ARTICLE 19
                        EVENTS OF DEFAULT AND TERMINATION

         SECTION 1. This Lease and the term and estate hereby granted are
subject to the limitation that whenever Tenant shall default in the payment of
any installment of Base Rent, or in the payment of any additional rent or any
other charge payable by Tenant to Landlord, on any day upon which the same shall
be due and payable, and such default shall continue for ten (10) days after
Landlord shall have given Tenant a notice specifying such default, then in any
such case Landlord may give to Tenant a notice of intention to end the Term of
this Lease at the expiration of three (3) days from the date of the service of
such notice of intention, and, upon the expiration of said three (3) days, this
Lease and the Lease Term and estate hereby granted, whether or not the Lease
Term shall theretofore have commenced, shall terminate with the same effect as
if that day were the Expiration Date, but Tenant shall remain liable for damages
as provided in Article 28.

         SECTION 2. This Lease and the Lease Term and estate hereby granted are
subject to the further limitation that (a) whenever Tenant shall do or permit
anything to be done, whether by action or inaction, contrary to any of Tenant's
obligations hereunder, other than the payment of rent, and if such situation
shall continue and shall not be remedied by Tenant within thirty (30) days after
Landlord shall have given to Tenant a notice specifying the same, or, in the
case of a happening or default which cannot with due diligence be cured within a
period of thirty (30) days




                                      -62-
<PAGE>   67

and the continuance of which for the period required for cure will not subject
Landlord to the risk of criminal liability or termination of any superior
lease(s) or foreclosure of any superior mortgage(s), if Tenant shall not duly
institute within such ten (10) day period and promptly and diligently prosecute
to completion all steps necessary to remedy the same, or, (b) whenever any event
shall occur or any contingency shall arise whereby this Lease or any interest
therein or the estate hereby granted or any portion thereof or the expired
balance of the Lease Term hereof would, by operation of law or otherwise,
devolve upon or pass to any person, firm or corporation other than Tenant,
except as expressly permitted by Article 20, or (c) whenever Tenant shall
abandon the Demised Premises; then in any such event covered by subsections "a",
"b" or "c" of this Section at any time thereafter, Landlord may give to Tenant a
notice of intention to end the Term of this Lease at the expiration of three (3)
days from the date of service of such notice of intention, and upon the
expiration of said three (3) days this Lease and the Lease Term and estate
hereby granted, whether or not the Lease Term shall theretofore have commenced,
shall terminate with the same effect as if that day were the Expiration Date,
but Tenant shall remain liable for damages as provided in Article 28.

         SECTION 3. This Lease and the Lease Term and estate hereby granted are
subject to the further limitation that whenever Tenant shall make an assignment
for the benefit of creditors, or shall file a voluntary petition under any
bankruptcy or insolvency law, or an involuntary petition alleging an act of
bankruptcy or insolvency is filed against Tenant, or whenever a petition shall
be filed by or against Tenant seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or any future federal bankruptcy act or any other present or future
applicable federal, state or other statute or law, or shall seek or consent to
or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant
or of all or any substantial part of its properties, or whenever a permanent or
temporary receiver of Tenant or of, or for, the property of Tenant shall be
appointed, or if Tenant shall plead bankruptcy or insolvency as a defense in any
action or proceeding, then, Landlord, (i) at any time after receipt of notice of
the occurrence of any such event, or (ii) if such event occurs without the
acquiescence of Tenant, at any time after the event continues for sixty (60)
days, may give Tenant a notice of intention to end the Lease Term at the
expiration of five (5) days from the service of such notice of intention, and
upon the expiration of said five (5) day period this Lease and the Lease Term
and estate hereby granted, whether or not the Lease Term




                                      -63-
<PAGE>   68

shall theretofore have commenced, shall terminate with the same effect as if
that day were the Expiration Date, but Tenant shall remain liable for damages as
provided in Article 28.

         SECTION 4. Notwithstanding any cure period provided in this Lease with
regard to a default in the timely performance of any obligation under this
Lease, if any such default shall occur more than six (6) times in any period of
twelve (12) months, then, notwithstanding that such defaults shall have each
been cured within the period after notice, if any, as provided in this Lease,
any further similar default shall be deemed to be deliberate, and Landlord
thereafter may serve the said three (3) days' notice of termination referred to
in Section 1 and 2 of this Article upon Tenant without affording to Tenant an
opportunity to cure such further default.

         SECTION 5. Without limiting any of the provisions of Articles 24 and 28
or this Article, if pursuant to the Bankruptcy Code of 1978, as the same may be
amended and subject to the approval of the presiding Bankruptcy Court, Tenant is
permitted to assign this Lease in disregard of the restrictions contained in
Article 20, Tenant agrees that adequate assurance of future performance by the
assignee permitted under such Code shall mean the deposit of cash security with
Landlord in an amount equal to the sum of one year's Base Rent then reserved
hereunder plus an amount equal to all additional rent payable under this Lease
for the calendar year preceding the year in which such assignment is intended to
become effective. Such deposit shall be held by Landlord, for the balance of the
term of this Lease, as security for the full and faithful performance of all of
the obligations under this Lease on the part of Tenant yet to be performed, in
the manner set forth in Article 21. If Tenant receives or is to receive any
valuable consideration for such an assignment of this Lease, such consideration,
after, deducting therefrom (i) the brokerage commissions, if any, and other
expenses reasonably incurred by Tenant for such assignment and (ii) any portion
of such consideration reasonably designated by the assignee as paid for the
purchase of Tenant's property in the Demised Premises, shall be the sole and
exclusive property of Landlord and shall be paid over to Landlord directly by
such assignee.

                                   ARTICLE 20
                            ASSIGNMENT AND SUBLETTING

         SECTION 1. Neither this Lease nor the Lease Term and estate hereby
granted, nor any part hereof or thereof, nor the interest of Tenant in any
sublease or the rentals thereunder, shall




                                      -64-
<PAGE>   69

be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant
by operation of law or otherwise, and neither the Demised Premises nor any part
thereof, shall be encumbered in any manner by reason of any act or omission on
the part of Tenant or anyone claiming under or through Tenant, or shall be
sublet or be used or occupied or permitted to be used or occupied, or utilized
for desk space or for mailing privileges, by anyone other than Tenant or for any
purpose other than as permitted by this Lease, without the prior written consent
of Landlord in every case, except as otherwise provided in this Article.

         SECTION 2. (A) No assignment of this Lease shall be binding upon
Landlord unless Landlord shall have consented thereto, which consent shall not
be unreasonably withheld or delayed, or unless said assignment is to a successor
entity into which Tenant merges or consolidates as permitted by Section 3 below.
Furthermore, no assignment shall be binding on Landlord unless the assignee
shall execute, acknowledge and deliver to Landlord (a) a duplicate original
instrument of assignment in form and substance satisfactory to Landlord, duly
executed by Tenant, and (b) an agreement, in form and substance satisfactory to
Landlord, duly executed by the assignee, whereby the assignee shall
unconditionally assume observance and performance of, and agree to be personally
bound by all of the terms, covenants and conditions of this Lease on Tenant's
part to be observed or performed, including, without limitation, the provisions
of this Article with respect to all future assignments; but the failure or
refusal of the assignee to execute or deliver such an agreement shall not
release the assignee from its liability for the obligations of Tenant hereunder
assumed by acceptance of the assignment of this Lease.

              (B) If this Lease be assigned, whether or not in violation of the
provisions of this Lease, Landlord may collect rent from the assignee. If the
Demised Premises or any part thereof be sublet or be used or occupied by anybody
other than Tenant, whether or not in violation of this Lease, Landlord may after
termination of this Lease under the provisions of Article 19 collect rent from
the subtenant or occupant. In either event, Landlord may apply the net amount
collected to the rents herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
Section 1 of this Article or the acceptance of the assignee, subtenant or
occupant as tenant, or a release of Tenant from the further performance by
Tenant of Tenant's obligations under this Lease. The consent by Landlord to
assignment, mortgaging, subletting or use or occupancy by others shall not in
any




                                      -65-
<PAGE>   70

way be considered to relieve Tenant from obtaining the express written consent
of Landlord to any other or further assignment, mortgaging, or subletting or use
or occupancy by others not expressly permitted in this Article. Notwithstanding
any assignment, subletting, mortgaging or use or occupancy by others, Tenant
shall remain fully responsible and liable to Landlord for all of the terms and
conditions of this Lease, and for all acts and omissions of any assignee,
subtenant, user or occupant of the Demised Premises, or anyone claiming through
or under any of the foregoing, which shall be a violation of any of the
obligations of Tenant hereunder. Tenant agrees to pay to Landlord all costs
incurred by Landlord, including reasonable counsel fees, in connection with any
proposed assignment of Tenant's interest in this Lease or any proposed
subletting of the Demised Premises or any part thereof (including, without
limitation, the exercise by Landlord of any options under Section 4(B) or (C) of
this Article, the costs of making investigations as to the acceptability of a
proposed assignee or subtenant, and the preparation and/or review of any and all
documents in connection with any rights under this Article 20. References in
this Lease to use or occupancy by others, that is anyone other than Tenant,
shall not be construed as limited to subtenants and those claiming under or
through subtenants but as including also licensees and others claiming under or
through Tenant, immediately or remotely.

              (C) The listing of any name other than that of Tenant on any door
of the Demised Premises or on any directory or in any elevator in the Building,
or otherwise, shall not operate to vest in the person so named any right or
interest in this Lease or the Demised Premises, or be deemed to constitute, or
serve as a substitute for, any consent of Landlord required under this Article
20. Neither any assignment of this Lease nor any subletting, occupancy or use of
the Demised Premises or any part thereof by any person other than Tenant, nor
any collection of rent by Landlord from any person other than Tenant, nor any
application of any such rent as provided in this Article shall, under any
circumstances except as set forth in Section A above, relieve, impair, release
or discharge Tenant of its obligations fully to perform the terms of this Lease
on Tenant's part to be performed.

         SECTION 3. Upon at least thirty (30) days prior notice to Landlord, and
provided that Tenant is not in default under this Lease beyond any applicable
notice and cure period, if Tenant is a corporation, this Lease may be assigned
to a successor entity, into which Tenant merges or




                                      -66-
<PAGE>   71

consolidates in accordance with applicable statutory provisions for the merger
or consolidation of corporations provided that, by operation of law or by
effective provisions contained in the instruments of merger or consolidation the
liability of the entities participating in such merger or consolidation are
assumed by the successor entity surviving such merger or consolidation, or to
any other entity which controls, is controlled by, or is under common control
with Tenant, so long as the Demised Premises continue to be used for the
Permitted Use; the transfer is not principally for the purpose of transferring
the leasehold estate created hereby; the net worth of the assignee is at least
equal to or in excess of the net worth of such tenant immediately prior to such
assignment; the assignee assumes by documents satisfactory to Landlord all of
Tenant's obligations to be performed under this Lease. The acquisition by
Tenant, its corporate successors or assigns, of all of or substantially all the
obligations and liabilities of any corporation, shall be deemed a merger for
purposes of this Article. Moreover, upon at least thirty (30) days prior notice
to Landlord, Tenant shall have the right, without the consent of Landlord, to
sublet all or a portion of the Demised Premises to any other corporation which
controls, is controlled by, or is under common control with Tenant, so long as
the Demised Premises continue to be used for the Permitted Use.

         SECTION 4. In the event that at any time or from time to time prior to
or during the Lease Term Tenant desires Landlord's consent to an assignment of
this Lease or to the subletting of all or any portion of the Demised Premises:

               (A) Tenant shall submit to Landlord a written notice of Tenant's
desire to assign or sublet, which shall contain or be accompanied by the
following information: (1) a description identifying the space to be assigned or
sublet (which shall include appropriate means of ingress and egress); and (2)
the terms and conditions (including without limitation the proposed commencement
and termination dates) of the proposed assignment or subletting. Landlord shall
have the option to be exercised by notice to Tenant within thirty (30) days
after receipt of such notice to require a surrender of the Demised Premises or
part thereof involved, as the case may be, including Tenant's leasehold
improvements therein, upon the terms and conditions hereinafter set forth. This
option requiring a surrender of the Demised Premises or part thereof involved,
as the case may be, shall not apply to sublets for a sublease term ending more
than three (3) months prior to the Expiration Date.




                                      -67-
<PAGE>   72

               (B) If Landlord fails to exercise its option as above provided
and Tenant still desires to assign or sublet all or any part of the Demised
Premises, Tenant shall submit to Landlord a written request for Landlord's
consent to such assignment or subletting, which request shall contain or be
accompanied by the following information: (1) a description identifying the
space to be assigned or sublet (which shall include appropriate means of ingress
and egress); (2) the terms and conditions (including without limitation the
proposed commencement and termination dates) of the proposed assignment or
subletting; (3) the name and address of the proposed assignee or subtenant; (4)
the nature and character of the business of the proposed assignee or subtenant
and of its proposed use of the Demised Premises; and (5) current financial
information, and any other information as Landlord may reasonably request, with
respect to the proposed assignee or subtenant.

               (C) If Landlord shall exercise its option to require a surrender
of the Demised Premises as provided in Section 4(A), then upon the proposed
commencement date of the assignment or subletting specified in Tenant's notice
given pursuant to Section 4(A), the Demised Premises or the part thereof
involved, as the case may be, shall be delivered to Landlord in accordance with
the provisions of the Lease relating to surrender of the Demised Premises at the
expiration of the Lease Term, and this Lease shall cease and terminate insofar
as the Demised Premises or part thereof involved, as the case may be, is
concerned with the same force and effect as though such proposed commencement
date were the date set forth in this Lease as the expiration of the Lease Term.
If only part of the Demised Premises is involved, the terms and conditions of
the Lease shall remain in full force and effect as to the remainder of the
Demised Premises, except that the Base Rent and additional rent shall be
proportionately reduced based upon the number of square feet of such part of the
Demised Premises surrendered, and except further to the extent that appropriate
modifications of other terms or provisions of this Lease should be made to
reflect such elimination of such part of the Demised Premises surrendered.
Notwithstanding the foregoing, in the event that less than all of the Demised
Premises is surrendered, (1) Landlord shall cause to be constructed, at Tenant's
sole cost and expense, such alterations and connections as may be required in
order to physically separate such surrendered part of the Demised Premises from
the balance of the Demised Premises, the cost of which construction shall be at
Landlord's Charge, and (2) at least thirty (30) days prior to the proposed
commencement date specified above, Landlord shall have free access to enter the




                                      -68-
<PAGE>   73
Demised Premises in order to complete such construction referred to in clause
"1" above, and to the extent that there are less than thirty (30) days between
Landlord's exercise of its option to require a surrender and such proposed
commencement date, such proposed commencement date shall be extended by a like
number of days.

               (D) If Landlord does not exercise its option under Section 4(A),
Tenant shall not assign or sublet without Landlord's prior consent, which
consent shall not be unreasonably withheld provided that with respect to any
assignment or subletting the following further conditions shall be fulfilled:
(i) Tenant may advertise and list the availability of the Demised Premises for
assignment or subletting; provided all advertisements, public communications of
any kind, and listings of, or relating to the availability of the Demised
Premises for assignment or subletting shall be subject to the prior written
consent of Landlord, which shall not be unreasonably withheld; it is
specifically understood that it shall not be unreasonable for Landlord to deny
its consent if any advertisement or public communication shall list the rental
rate in any way or shall adversely reflect on the dignity, character or prestige
of the Building; (ii) no space shall be assigned or sublet to another tenant, or
to a related entity of any other tenant, or to any other occupant of the
Building, if Landlord shall then have available for rent comparable or similar
space in the Building; (iii) no assignment or subletting shall be to a person or
entity which has a financial standing, is of a character, is engaged in
business, is of a reputation, or proposes to use the assigned or sublet premises
in a manner, not in keeping with the standards in such respects of the other
tenancies of the Building; (iv) the assignment or subletting shall be expressly
subject to all of the obligations of Tenant under this Lease, and, without
limiting the generality of the foregoing, if a sublease, the sublease shall
impose at least the same restrictions and conditions with respect to use as are
contained in Article 9 hereof, and shall specifically provide that there shall
be no further subletting of the sublet premises; (v) that part, if any, of the
term of any such sublease or any renewal or extension thereof, which shall
extend beyond a date one (1) day prior to the expiration or earlier termination
of the Lease Term, shall be a nullity; (vi) the assignment or subletting shall
not have the effect, or give the utility serving the Building with electricity
cause to claim, that Landlord will not be permitted to serve the Demised
Premises or the portion thereof so assigned or sublet, or any of the other
leased portions of the Building, with electricity, on the bases as provided for
herein; (vii) no such subletting shall result in there being more than four (4)
occupants in the Demised Premises; (viii) the Base Rent and additional rent




                                      -69-
<PAGE>   74

for any such subletting shall be not less than the greater of (a) that provided
for under this Lease on a per square foot basis for the space as proposed to be
sublet, and (b) the then going market rental rate for comparable space and for a
comparable term in the Building (or if none is or has been currently leased or
subleased, then comparable space and term in a comparable building in White
Plains); (ix) the proposed assignee or subtenant shall not be a person then
negotiating with Landlord for the rental of any space in the Building; (x) the
assigned or subleased premises shall be used for a purpose which will not
violate the certificate of occupancy for the Demised Premises; (xi) the business
of the assignee or subtenant shall not be in violation of any restriction
against competition contained in any other lease in the Building to which
Landlord is a party; (xii) the proposed assignee or subtenant shall not be a
foreign or domestic governmental agency; (xiii) the proposed assignee or
subtenant shall not use the Demised Premises for the preparation and/or sale of
food for, on or off premises consumption; (xiv) the Demised Premises cannot be
assigned or subleased to an individual or entity engaged in a business related
to the oil and gas, power, or energy industries or any other business in which
Texaco Inc. or its Affiliates is substantially engaged at the time of such
assignment or subletting; (xv) Landlord shall be furnished with a copy of the
agreement of assignment or sublease to be executed, at least ten (10) days prior
to its execution, and with a duplicate original of the assignment or sublease,
within ten (10) days after the date of its execution; (xvi)Tenant shall pay to
Landlord, as additional rent, a sum equal to fifty (50%) percent of the amount
of (a) all Base Rent and additional rent and any other consideration paid or
payable to Tenant by any assignee or subtenant which is in excess of the Base
Rent after the payment of all reasonable expenses related to the assignment or
sublet and additional rent then being paid by Tenant to Landlord pursuant to the
terms hereof, and (b) any other net profit or gain realized by Tenant for such
assignment or subletting, in each instance immediately upon receipt thereof by
Tenant; if only a part of the Demised Premises is sublet, then the Base Rent and
additional rent paid therefor by Tenant to Landlord shall be deemed to be that
fraction thereof that the area of said sublet space bears to the entire Demised
Premises; (xvii) Tenant shall have fully and faithfully complied with all the
terms, covenants and conditions of this Lease on the part of Tenant then to have
been performed under this Lease; and (xviii) every sublease shall contain
substantially the following language:

                  To induce Landlord to consent to this sublease, Sublessee
                  agrees that if Landlord shall recover or come into possession
                  of the




                                      -70-
<PAGE>   75

                  Demised Premises before the expiration of the Overlease,
                  Landlord shall have the right to take over this sublease and
                  to have it become a direct lease with Landlord in which case
                  Landlord shall succeed to all the rights of Sublessor
                  hereunder. This sublease shall be subject to the condition
                  that, notwithstanding anything to the contrary in this
                  sublease, from and after the termination of the Overlease,
                  Sublessee shall waive any right to surrender possession or to
                  terminate this sublease, and, at Landlord's election,
                  Sublessee shall be bound to Landlord for the balance of the
                  term hereof and shall attorn to and recognize Landlord, as its
                  Landlord, under all of the then executory terms of this
                  sublease, except that Landlord shall not (i) be liable for any
                  previous act, omission or negligence of Sublessor, (ii) be
                  subject to any counterclaim, defense or offset not expressly
                  provided for in this sublease, which theretofore accrued to
                  Sublessee, (iii) be bound by any modification or amendment of
                  this sublease or by any prepayment of more than one month's
                  Base Rent and additional rent which shall be payable as
                  provided in this sublease, unless such modification or
                  prepayment shall have been approved in writing by Landlord,
                  (iv) be obligated to perform any repairs or other work in the
                  Premises beyond Landlord's obligations under the Overlease, or
                  (v) be obligated or liable with respect to any security
                  deposit tendered by Sublessee, unless Landlord expressly
                  agrees to the contrary by written agreement between Landlord
                  and Sublessee. Sublessee shall execute and deliver to Landlord
                  any instruments Landlord may reasonably request to evidence
                  and confirm such attornment. Sublessee shall be deemed to have
                  given a waiver of subrogation of the type provided for in the
                  Overlease.

         SECTION 5. The provisions of this Article 20 shall apply to each such
proposed subletting and assignment, none of which shall be effective until all
of the foregoing shall have been complied with. Notwithstanding any subletting
or assignment, Tenant shall remain liable




                                      -71-
<PAGE>   76

for the full performance of all the terms and conditions of this Lease on the
part of Tenant to be performed.

                                   ARTICLE 21
                                SECURITY DEPOSIT

         SECTION 1. (A) Tenant shall deposit with Landlord upon the execution
and delivery of this Lease the sum of $3,000,000.00 as security for the faithful
performance and observance by Tenant of the terms, provisions and conditions of
this Lease. Provided that this Lease is in full force and effect, that Tenant
has faithfully kept and performed all of the terms and obligations on its part
then to be performed under the Lease, the Security Deposit shall be reduced to
$2,000,000.00 when there are eight (8) years remaining in the Lease Term and
shall be further reduced to $1,000,000.00 when there are four (4) years
remaining in the Lease Term. 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 Base Rent and additional rent, Landlord may
use, apply or retain the whole or any part of the security so deposited to the
extent required for the payment of any rent and additional rent or any other
sums as to which Tenant is in default or for any sum which Landlord may expend
or may be required to expend by reason of Tenant's default in respect of any of
the terms, covenants and conditions of this Lease, including but not limited to,
any damages or deficiency in the re-letting of the Demised Premises, whether
such damages or deficiency accrued before or after summary proceedings or other
re-entry by Landlord. If as a result of any application by Landlord of all or
any part of the security deposited by Tenant pursuant to this paragraph "A", the
amount of cash so on deposit with Landlord shall be less than that required
pursuant to this paragraph "A", Tenant shall forthwith deposit with Landlord
cash in an amount equal to the deficiency.

               (B) (1) At Tenant's election, in lieu of the cash security
deposit, Tenant may deliver to Landlord an irrevocable letter of credit in
substantially the form annexed hereto and made a part hereof as Exhibit "E" (or
other form acceptable to Landlord in its reasonable discretion), in favor of
Landlord, payable in White Plains, New York, and issued by a bank which is under
the supervision of the Superintendent of Banks of the State of New York or by a
national bank which is a member of the New York Clearing House Association. The
letter of credit (as the same may be renewed from time to time hereinafter
provided) shall be maintained




                                      -72-
<PAGE>   77

for the entire term of this Lease plus a period of thirty (30) days thereafter.
The letter of credit shall be irrevocable, shall be in effect for an initial
period of not less than one (1) year, and shall provide that the same shall be
automatically renewed for successive one (1) year periods ending not earlier
than thirty (30) days after the expiration of the term of this Lease, without
any action whatsoever on the part of Landlord. The issuing bank shall have the
right to elect not to renew such letter of credit only on written notice to
Landlord given not less than sixty (60) days prior to the then current
expiration date thereof. However, the privilege of the issuing bank to elect not
to renew said letter of credit shall not diminish the obligation of Tenant to
maintain such irrevocable letter of credit with Landlord through the date which
is not earlier than thirty (30) days after the expiration of the term hereof;

                  (2) Each letter of credit shall provide, among other things,
that: (a) Landlord, or its then managing agent (if any), shall have the right to
draw down an amount up to the extent of the face amount of the letter of credit
upon presentation to the issuing bank of Landlord's (or its then managing
agent's) certified statement that Landlord is entitled to draw such amount under
the provisions of this Lease (it being understood that if Landlord or its
managing agent be a corporation, partnership or other entity, then such
statement shall be signed by an officer if a corporation, a general partner, if
a partnership, or any authorized party, if another entity); and (b) the letter
of credit will be honored by the issuing bank upon the delivery of the aforesaid
statement without inquiry as to the accuracy thereof and regardless of whether
Tenant disputes the contents of such statement;

                  (3) Tenant specifically acknowledges and agrees that
Landlord's acceptance of a letter of credit as herein provided is solely an
accommodation to Tenant, and, if at any time during the term hereof such letter
of credit is to be withdrawn, canceled or modified in any manner, or if Tenant
shall default in, or fail to keep, observe or perform any of the terms,
covenants, conditions, provisions or agreements hereunder, beyond notice (if
required) and the expiration of any applicable grace period, then, in any such
event, Landlord may draw the full amount of such letter of credit and retain the
proceeds thereof as a cash security deposit in accordance with the provisions of
this Article, except that if the amount of the actual damages incurred by
Landlord as a result of Tenant's default, failure to keep, observe or so perform
shall be less than ten (10%) percent of the amount of the letter of credit, as
so determined by Landlord,




                                      -73-
<PAGE>   78

then Landlord shall only draw down a portion of the letter of credit equal to
the amount of such damages. Landlord shall deliver to Tenant a copy of any
statement submitted by Landlord to the issuer of the letter of credit in
connection with a drawing thereunder;

                  (4) In the event of a transfer of Landlord's interest in the
Building of which the Demised Premises form a part, Landlord shall have the
right, upon written notice to Tenant, which notice shall include the identity of
the transferee, to transfer and deliver the letter of credit to the transferee
and thereupon Landlord shall, without any further agreement between the parties,
be automatically released by Tenant from all liability therefor thereafter
arising, and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the said letter of credit to a new landlord.
Tenant covenants and agrees to pay the issuing bank's transfer fee, if any, in
connection with the transfer. Tenant covenants and agrees that it will not
assign or encumber said letter of credit, or any part thereof, and that neither
Landlord nor its successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance;

                  (5) If the letter of credit expires earlier than thirty (30)
days after the expiration of the term of this Lease or if the issuing bank
notifies Landlord that it will not renew the then current letter of credit,
Landlord will accept a replacement thereof (such renewal to be in effect not
later than thirty (30) days prior to the expiration of the then expiring letter
of credit), upon the terms and conditions required by this Article. If the
letter of credit is not timely renewed or replaced, Landlord may present the
existing letter of credit to the issuing bank prior to its expiration. The
entire sum evidenced thereby shall be paid to Landlord and thereafter held as
cash security in accordance with the provisions of this Article. If Tenant fails
to maintain the letter of credit in the amount and on the terms and conditions
set forth in this Article, and Landlord does not present same prior to
expiration of the letter of credit, Tenant, not later than the date of such
expiration, shall deposit with Landlord cash in the amount of security then
required to be on deposit with Landlord under this Article as cash security to
be held and applied by Landlord as provided in this Article; and

                  (6) If, as a result of any presentation and subsequent
application of the proceeds of all or any part of the letter of credit, the
amount available to be drawn thereon shall




                                      -74-
<PAGE>   79

be less than the amount of security then required to be on deposit with Landlord
under this Article, Tenant shall forthwith provide Landlord with additional cash
or letter(s) of credit in an amount equal to such deficiency.

         SECTION 2. Notwithstanding anything to the contrary contained herein,
Tenant may, from time to time, and at any time during the term hereof, upon
thirty (30) days written notice to Landlord, substitute cash security for any
then-existing letter of credit, or substitute a letter of credit for cash
security, provided such security deposit is in the amount of security then
required to be on deposit under this Lease.

         SECTION 3. In the event of a sale of the Complex and Building or
leasing of the Building, of which the Demised Premises form a part, Landlord
shall have the right to transfer the security to the vendee or lessee and
Landlord shall thereupon be released by Tenant from all liability for the return
of such security; and Tenant agrees to look to the new Landlord solely for the
return of said security. It is agreed that the provisions hereof shall apply to
every transfer or assignment made of the security to a new Landlord.

         SECTION 4. Tenant further covenants that it will not assign or encumber
or attempt to assign or encumber the monies deposited herein as security and
that neither Landlord nor its successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.

         SECTION 5. Landlord shall hold Tenant's security deposit in an
interest-bearing account. The account shall be of the type typically arranged by
banking organizations for security deposits for rental of real property, held
and controlled by Landlord "for the benefit of" Tenant, or like form. It is
agreed that any and all interest earned on the security deposit shall be deemed
to be a portion of the security deposit, less the lower of (i) $3,000.00 per
annum or (ii) one (1%) percent of the amount of the interest earned on the
account per annum, which shall be withdrawn annually and retained by Landlord as
an administrative fee. Landlord shall notify Tenant in writing of the name and
address of the banking organization in which the deposit of security is made,
which shall be a banking organization having a place of business within the
State of New York.




                                      -75-
<PAGE>   80

         SECTION 6. 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 within thirty (30) days after the date
fixed as the end of the Lease and after delivery of the entire possession of the
Demised Premises to Landlord.

         SECTION 7. In the event that a Letter of Credit is properly replaced,
in accordance with the terms of this Article 21, by cash or by another Letter of
Credit, Landlord shall return to Tenant the Letter of Credit that was replaced.

                                   ARTICLE 22
                   QUIET ENJOYMENT, SUBORDINATION, ATTORNMENT
                       AND NOTICE TO LESSOR AND MORTGAGEES

         SECTION 1. Landlord covenants that if, and so long as, Tenant pays all
of the Base Rent and additional rent due hereunder, and keeps and performs each
and every covenant, agreement, term, provision and condition herein contained on
the part and on behalf of Tenant to be kept and performed, Tenant shall quietly
enjoy the Demised Premises without hindrance or molestation by Landlord or by
any other person lawfully claiming the same, subject to the covenants,
agreements, terms, provisions and conditions of this Lease and to any superior
lease(s) and/or superior mortgage(s).

         SECTION 2. (A) This Lease, and all rights of Tenant hereunder, are and
shall be subject and subordinate in all respects to all present and future
ground leases and overlying and underlying leases and/or grants of term of the
land and/or the Building or the portion thereof in which the Demised Premises
are located in whole or in part now or hereafter existing ("superior lease(s)")
and to all mortgages and building loan agreements, which may now or hereafter
affect the land and/or the Building and/or any superior lease(s) ("superior
mortgage(s)") whether or not the superior lease(s) or superior mortgage(s) shall
also cover other lands and/or buildings, and to each and every advance made or
hereafter to be made under the superior mortgage(s), and to all renewals,
modifications, replacements and extensions of the superior lease(s) and superior
mortgage(s) and spreaders, consolidations and correlations of the superior
mortgage(s). The provisions of this Section shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall promptly execute and deliver at Tenant's own cost
and expense any instrument, in recordable form, if required, that Landlord, the




                                      -76-
<PAGE>   81

lessor of any superior lease(s) or the holder of any superior mortgage(s) or any
of their respective successors in interest may reasonably request to evidence
such subordination; and if Tenant fails to execute, acknowledge or deliver any
such instrument within ten (10) days after request therefor, Tenant hereby
irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact,
coupled with an interest, to execute, acknowledge and deliver any such
instruments for and on behalf of Tenant. The holder of the superior mortgage(s)
may elect that this Lease shall have priority over its superior mortgage(s) and,
upon notification by said holder of the superior mortgage(s) to Tenant, this
Lease shall be deemed to have priority over such superior mortgage(s), whether
this Lease is dated prior to or subsequent to the date of such superior
mortgage(s). Landlord represents that the Building is currently not subject to
any ground leases, mortgages or building loan agreements and the only underlying
lease that the Building is subject to is an interim sublease agreement with the
County of Westchester Industrial Development Agency. Landlord hereby indemnifies
Tenant and agrees to hold Tenant harmless from any and all losses, costs,
damages, expenses, claims and liabilities, including, without limitation, court
costs and reasonable attorneys' fees and disbursements, arising out of any
hindrance or molestation by the County of Westchester Industrial Development
Agency of Tenant's use or enjoyment of the Demised Premises, any claim that
Landlord violated any agreement between Landlord and the County of Westchester
Industrial Development Agency, or the County of Westchester Industrial
Development Agency's failure to consent to this Lease.

               (B) Notwithstanding the foregoing, provided that Tenant is not
then currently assigning or subletting more than a total of fifteen (15%)
percent of the Demised Premises (as from time to time constituted, exclusive of
such assignments and subleases), then this Lease shall not be subject and
subordinate to any future ground or underlying leases or to any future mortgages
which may hereafter affect the real property or the Building of which the
Demised Premises form a part, or to any renewals, modifications, consolidations,
replacements or extensions thereof, unless the holder of each such mortgage
and/or the landlord under each such lease shall agree in writing for the benefit
of Tenant, that as long as Tenant shall not be in default under any of the
covenants, terms or conditions of this Lease on the part of Tenant to be
performed and observed beyond the applicable periods of notice and cure, if any,
such holder or landlord shall not join Tenant as a defendant in any action
brought to foreclose any such mortgage or terminate any such ground or
underlying lease due to a default by the tenant




                                      -77-
<PAGE>   82

thereunder, and shall recognize Tenant's right to possession under this Lease
for the term demised hereunder notwithstanding the foreclosure of any such
mortgage or the termination of any such ground or underlying lease, provided
that Tenant shall agree to attorn to the holder of any such mortgage or the
purchaser at a foreclosure sale or the landlord under any such ground or
underlying lease, if any such party shall become the landlord under this Lease.
Landlord represents that to the best of its knowledge there are no existing
mortgages on the real property or the Building of which the Demised Premises
form a part, and that other than the interim sublease agreement with the County
of Westchester Industrial Development Agency there are no ground or underlying
leases on all or any portion of such real property or Building.

         SECTION 3. If, at any time prior to the termination of this Lease, the
holder of any superior mortgage(s) or lease or any other person or the
successors or assigns of the foregoing (collectively referred to as "Successor
Landlord") shall succeed to the rights of Landlord under this Lease, Tenant
agrees, at the election and upon receipt of any such Successor Landlord, to
fully and completely attorn to and recognize any such Successor Landlord, as
Tenant's Landlord under this Lease upon the then executory terms of this Lease;
provided such Successor Landlord shall agree in writing to accept Tenant's
attornment. The foregoing provisions of this Section shall inure to the benefit
of any such Successor Landlord, shall apply notwithstanding that, as a matter of
law, this Lease may terminate upon the termination of the superior lease(s),
shall be self-operative upon any such demand, and no further instrument shall be
required to give effect to said provisions. Upon the request of any such
Successor Landlord, Tenant shall execute and deliver, from time to time,
instruments satisfactory to any such Successor Landlord in recordable form if
requested, to evidence and confirm the foregoing provisions of this Section,
acknowledging such attornment and setting forth the terms and conditions of its
tenancy. Tenant hereby constitutes and appoints Landlord attorney-in-fact for
Tenant to execute any such instrument, for twenty (20) days after notice, for
and on behalf of Tenant, such appointment being coupled with an interest. Upon
such attornment this Lease shall continue in full force and effect as a direct
lease between such Successor Landlord and Tenant upon all of the then executory
terms of this Lease except that such Successor Landlord shall not be (a) liable
for any previous act or omission or negligence of Landlord under this Lease; (b)
subject to any counterclaim, defense or offset, not expressly provided for in
this Lease and asserted with reasonable promptness, which theretofore shall have
accrued to Tenant against Landlord; (c)




                                      -78-
<PAGE>   83

bound by any previous modification or amendment of this Lease made after the
granting of such senior interest, or by any previous prepayment of more than one
month's rent, unless such modification or prepayment shall have been approved in
writing by any senior interest holder through or by reason of which the
Successor Landlord shall have succeeded to the rights of Landlord under this
Lease; (d) obligated to repair the Demised Premises or the Building or any part
thereof, in the event of total or substantial total damage beyond such repair as
can reasonably be accomplished from the net proceeds of insurance actually made
available to Successor Landlord provided all insurance to be maintained by
Landlord hereunder is thus maintained; or (e) obligated to repair the Demised
Premises or the Building or any part thereof, in the event of partial
condemnation beyond such repair as can reasonably be accomplished from the net
proceeds of any award actually made available to Successor Landlord, as
consequential damages allocable to the part of the Demised Premises or the
Building not taken. Nothing contained in this Section shall be construed to
impair any right otherwise exercisable by any such owner, holder or lessee.

         SECTION 4. (A) If any act or omission by Landlord would give Tenant the
right, immediately or after lapse of time, to cancel or terminate this Lease or
to claim a partial or total eviction, Tenant will not exercise any such right
until (a) it has given written notice of such act or omission to each holder of
a superior mortgage(s) and to each holder of a superior lease(s), whose name and
address shall have previously been furnished to Tenant, by delivering notice of
such act or omission addressed to each such party at its last address so
furnished and (b) a reasonable period for remedying such act or omission shall
have elapsed following such giving of notice and following the time when such
senior interest holder shall have become entitled under such senior interest, as
the case may be, to remedy the same (which shall in no event be less than the
period to which Landlord would be entitled under this Lease to effect such
remedy) provided such senior interest holder shall, with reasonable diligence,
give Tenant notice of its intention to remedy such act or omission and shall
commence and continue to act upon such intention.

               (B) Notwithstanding any contrary provision of this Lease, Tenant
shall not under any circumstances, other than an emergency, commence any action
or proceeding or take any action based upon an alleged breach or default in this
Lease by or through Landlord unless




                                      -79-
<PAGE>   84

and until (a) Tenant shall have notified Landlord thereof, specifying in detail
the facts of the alleged breach or default, and (b) Landlord shall not have
cured, or used due diligence to cure, said alleged breach or default within
thirty (30) days after receipt of said notice.

                                   ARTICLE 23
                                    BROKERAGE


         Landlord and Tenant represent to each other that, in the negotiation of
this Lease, they dealt with no broker or brokers other than the Leasing Broker,
and based thereupon, Landlord agrees to pay to the Leasing Broker a brokerage
fee per a separate agreement between Landlord and Leasing Broker which either
has been entered into at the time of signing this Lease or which may hereinafter
be entered into. Each party hereby indemnifies the other and agrees to hold the
other harmless from any and all losses, costs, damages, expenses, claims and
liabilities, including, without limitation, court costs and reasonable
attorneys' fees and disbursements, arising out of any inaccuracy or alleged
inaccuracy of the above representation. Landlord shall have no liability for
brokerage commissions arising out of any sublease or assignment by Tenant, and
Tenant shall and does hereby indemnify Landlord and hold Landlord harmless from
any and all liabilities for brokerage commissions arising out of any such
sublease or assignment.. Landlord and Tenant acknowledge that in the negotiation
of this Lease, each party has been represented by different agents of the
Leasing Broker as Landlord has been represented by Mr. Peter Hennessey, a
principal of the Leasing Broker, and Tenant has been represented by Mr. Brian
Higgins, a managing director of the Leasing Broker. Both Landlord and Tenant
acknowledge that the Leasing Broker has a conflict of interest in representing
both parties to this Lease and hereby expressly waive the conflict and agree to
hold each other harmless from any and all losses, costs, damages, expenses,
claims and liabilities, including, without limitation court costs and reasonable
attorney's fees and disbursements with respect to this acknowledged and accepted
conflict of interest. The provisions of this Article shall survive the
expiration or sooner termination of this Lease.



                                      -80-
<PAGE>   85

                                   ARTICLE 24
                        RE-ENTRY BY LANDLORD ON TENANT'S
                        DEFAULT, CURING TENANT'S DEFAULTS

         SECTION 1. If this Lease shall terminate for any reason whatsoever,
Landlord or Landlord's agents and employees may, without further notice,
immediately or at any time thereafter enter upon and re-enter the Demised
Premises, or any part thereof, and possess or repossess itself thereof either by
summary dispossess proceedings, ejectment or by any suitable action or
proceeding at law, or by agreement, or by force or otherwise, and may dispossess
and remove Tenant and all other persons and property from the Demised Premises
without being liable to indictment, prosecution, or damages therefor, and may
repossess the same, and may remove any persons therefrom, to the end that
Landlord may have, hold and enjoy the Demised Premises and the right to receive
all rental income again as and of its first estate and interest therein. In the
event that Landlord enters or reenters the Demised Premises by force or
otherwise without having first secured a court order permitting same, Landlord
shall do so at its own risk, and shall be responsible to Tenant for any and all
loss or damage to Tenant's property or operations arising therefrom. The words
"enter" or "re-enter", "possess" or "repossess" as herein used, are not
restricted to their technical legal meaning. In the event of any termination of
this Lease under the provisions of Article 19 or re-entry under this Article or
in the event of the termination of this Lease, or of re-entry by or under any
summary dispossess proceedings, ejectment, or by any suitable action or
proceeding at law, or by agreement, or by force or otherwise by reason of
default hereunder on the part of Tenant, Tenant shall thereupon pay to Landlord
the Base Rent and additional rent due up to the time of such termination of this
Lease or of such recovery of possession of the Demised Premises by Landlord, as
the case may be, and shall also pay to Landlord damages as provided in Article
28.

         SECTION 2. In the event of any breach or threatened breach by Tenant of
any of the agreements, terms, covenants or conditions contained in this Lease,
Landlord shall be entitled to enjoin such breach or threatened breach and shall
have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise as though re-entry, summary proceedings, and other remedies
were not provided for in this Lease.




                                      -81-
<PAGE>   86

         SECTION 3. Each right and remedy of either party to this Lease provided
for in this Lease shall be cumulative and shall be in addition to every other
right or remedy provided for in this Lease or now or hereafter existing at law
or in equity or by statute or otherwise, and the exercise or beginning of the
exercise by either party to this Lease of any one or more of the rights or
remedies provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise shall not preclude the simultaneous or later
exercise by such party to this Lease of any or all other rights or remedies
provided for in this Lease or now or hereafter existing at law or in equity or
by statute or otherwise.

         SECTION 4. If this Lease shall terminate under the provisions of
Article 19, or if Landlord shall re-enter the Demised Premises under the
provisions of this Article 24, or in the event of the termination of this Lease
or of re-entry, by or under any summary dispossess or other proceeding or action
or any provision of law by reason of default hereunder on the part of Tenant,
Landlord shall be entitled to retain all monies, if any, paid by Tenant to
Landlord, whether as advance rent, security or otherwise, but such monies shall
be credited by Landlord against any Base Rent or additional rent due from Tenant
at the time of such termination or re-entry or, at Landlord's option, against
any damages payable by Tenant under Article 28 or pursuant to law.

         SECTION 5. If Tenant shall default in the performance of any covenant,
agreement, term, provision or condition herein contained, beyond any applicable
notice and cure period, Landlord without thereby waiving such default, may
perform the same for the account and at the expense of Tenant without notice in
case of emergency and in any other case if such default continues after fifteen
(15) days from the due date of the giving by Landlord to Tenant of written
notice of intention to do so. Bills for any reasonable and necessary expense
incurred by Landlord in connection with any such performance by Landlord for the
account of Tenant, and reasonable and necessary bills for all costs, expenses
and disbursements, including (without being limited to) reasonable counsel fees,
incurred in collecting or endeavoring to collect the Base Rent or additional
rent or other charge or any part thereof or enforcing or endeavoring to enforce
any rights against Tenant under or in connection with this Lease, or pursuant to
law, whether or not any action or proceeding is instituted, is payable by
Tenant, within fifteen (15) days of notice to Tenant and if not paid when due,
the amounts thereof shall immediately




                                      -82-
<PAGE>   87

become due and payable as additional rent under this Lease together with
interest thereon at the lesser of the maximum rate permitted by law or the rate
of two (2%) percent per month or portion thereof from the date the said bills
should have been paid in accordance with their terms.

                                   ARTICLE 25
                                     NOTICES

         SECTION 1. Any notice, statement, demand, request or other
communication required or permitted pursuant to this Lease or otherwise shall be
in writing and shall be deemed to have been properly given if addressed as
follows:


            To Landlord:    TEXACO INC.
                            2000 Westchester Avenue
                            White Plains, New York  10650
                            Attention: Building Manager
                            Tel. #: (914) 253-7245
                            Fax #: (914) 253-4101



            To Tenant:      ATLAS AIR, INC.
                            538 Commons Drive
                            Legal Department, Bldg. 528
                            Golden, Colorado 80401
                            Attention: Thomas G. Scott, Sr., Esq.
                                       Senior Vice President and General Counsel
                            Tel. #: (303) 526-5050
                            Fax #: (303) 526-3189



            With a Copy     Morrison Cohen Singer & Weinstein, LLP
            (not required   750 Lexington Avenue
            for notice) to: New York, New York 10022
                            Attention: Mary E. Flynn, Esq.

Notwithstanding the foregoing, all notices to Tenant after the Commencement Date
shall be addressed to Tenant at the Building, unless Tenant shall give notice to
the contrary. Each such notice, request or other communication shall be
effective (i) if given by facsimile, at the time such facsimile is transmitted
and the appropriate confirmation is received (or, if such time is not during a
business day, at the beginning of the next such business day), (ii) if given by
mail, five




                                      -83-
<PAGE>   88

business days after such communication is deposited in the United States mail
with first-class postage prepaid, addressed as aforesaid, or (iii) if given by
any other means, when delivered at the address specified pursuant thereto. The
Building Manager's office is presently located at the Terrace Level of the
Building (north side between Corridors "C" and "D") and is open from 9:00 a.m.
to 5:00 p.m. on weekdays, excluding holidays. The phone number of the Building
Manager is provided for convenience only and in no event shall any notice,
request or other communication required to be given to Landlord pursuant to this
Lease be given to the Building Manager by telephone. Either party may change the
persons or addresses above by giving notice as provided above.

         SECTION 2. Tenant shall give notice to Landlord promptly after Tenant
learns thereof (a) of any accident in or about the Demised Premises or the
Building, (b) of all fires in the Demised Premises, (c) of all damages to or
defects in the Demised Premises, including the fixtures, equipment and
appurtenances thereof, for the repair of which Landlord might be responsible or
which constitutes Landlord's property, and (d) of all damage to or defects in
any parts or appurtenances of the Building's sanitary, electrical, heating,
ventilating, air-conditioning, elevator and other systems located in or passing
through the Demised Premises.

                                   ARTICLE 26
                               REQUIREMENTS OF LAW

         SECTION 1. 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 Landlord or Tenant with respect to the Demised
Premises, 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 Demised Premises or the Building (including
the Permitted Use). Nothing herein shall require Tenant to make structural
repairs or alterations unless Tenant has, by its manner of use of the Demised
Premises or




                                      -84-
<PAGE>   89

method of operation therein, violated any such laws, ordinances, orders, rules,
regulations or requirements with respect thereto. Tenant shall give prompt
notice to Landlord of any written notice it receives of the violation of any law
or requirement of public authority affecting the Demised Premises or the
Building.

         SECTION 2. Tenant may, after securing Landlord to Landlord's
satisfaction against all damages, interest, penalties and expenses, including,
but not limited to, reasonable attorneys' fees, by cash deposit or by surety
bond in an amount and in a company satisfactory to Landlord, 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 Landlord to prosecution for a criminal offense or constitute a default
under any lease or mortgage under which Landlord may be obligated, or cause the
Demised Premises or any part thereof to be condemned or vacated.

         SECTION 3. 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.

         SECTION 4. Tenant, its employees, agents, contractors, licensees,
visitors, invitees, or other parties claiming under, or in the Building by
permission or sufferance of Tenant shall, at their sole cost and expense,
faithfully observe and comply with: (a) the rules and regulations annexed hereto
and made a part hereof as Exhibit "C", and such reasonable changes therein
(whether by modification, elimination or addition) as Landlord at any time or
times hereafter may make and communicate in writing to Tenant, provided that
such modifications are made for the reputation, safety, character, security,
care, appearance or interest of the Building or Complex, or the preservation of
good order therein, or the operation or maintenance of the Building, or the
equipment thereof, or the comfort of tenants or others in the Building, and
further provided that such modifications do not unreasonably affect the conduct
of Tenant's business in the Demised Premises or its use and enjoyment by Tenant,
its employees, agents, contractors, licensees, visitors, invitees, or other
parties claiming under, or in the Building by permission or sufferance of Tenant
and/or materially reduce Tenant's rights under this Lease;




                                      -85-
<PAGE>   90

and (b) all laws, statutes, codes, rules, regulations and requirements referred
to in Section 1 of this Article. In the event of any inconsistency of conflict
between the provisions of this Lease and the rules and regulations attached
hereto and made a part hereof as Exhibit "C", and any rules and regulations
changed subsequent to the date of this Lease, the provisions of the Lease shall
be deemed to control and be binding. Nothing in this Lease contained shall be
construed to impose upon Landlord any duty or obligation to Tenant to enforce
the rules and regulations or the terms, covenants or conditions in any other
lease, as against any other tenant, and Landlord shall not be liable to Tenant
for violation of the same by any other tenant or its employees, agents or
visitors. However, Landlord shall not enforce any of the rules and regulations
in such manner as to discriminate against Tenant or anyone claiming under or
through Tenant, and Landlord agrees to use reasonable efforts to promptly
investigate any violation of a rule or regulation.

                                   ARTICLE 27
                 NON-LIABILITY, INDEMNIFICATION AND NON-RECOURSE

         SECTION 1. Landlord, its agents, employees, officers, directors,
shareholders, partners, and principals (disclosed or undisclosed) and the holder
of any superior mortgage(s) or of any superior lease(s), and such holder's
respective agents, employees, contractors, officers, directors, shareholders,
partners, and principals (disclosed or undisclosed) shall not be liable to
Tenant and Tenant hereby agrees not to sue and to waive all claims against such
individuals and/or entities, arising from any injury to Tenant or its employees,
or invitees and any damage to or loss of any property of Tenant, its employees,
or invitees (by theft, vandalism, or otherwise) occurring on or about the
Demised Premises, the Building, and/or the Complex resulting from any cause
whatsoever in nature, other than the negligence or willful misconduct of
Landlord, its agents, servants, employees, contractors, officers, directors,
shareholders, partners, and principals (disclosed or undisclosed).

         SECTION 2. (A) Tenant covenants and agrees to indemnify and save
harmless Landlord, its agents, employees, contractors, officers, directors,
shareholders, partners, and principals (disclosed or undisclosed), licensees and
invitees (collectively the "Indemnified Parties") from and against any and all
liability (statutory or otherwise) claims, suits, demands, damages, judgments,
costs, interests, and expenses, including, but not limited to, counsel fees and




                                      -86-
<PAGE>   91

disbursements incurred in the defense of any action or proceeding whether
incurred in a third-party action or in an action brought by Tenant, to which the
Indemnified Parties may be subject or which they may suffer by reason of, or by
reason of any claim for, any injury to, or death of, any person or persons
(including, without limitation, any of the Indemnified Parties), or damage to
property (including any loss of use thereof) (i) arising from or in connection
with the occupancy or use of, or from any work, installation, or thing
whatsoever done in or about the Demised Premises during the Term of this Lease
caused by Tenant (or prior to or subsequent thereto, if Tenant is then in
possession of or otherwise exercises any control over the Demised Premises or
any part thereof); (ii) arising from any condition of the Demised Premises, the
Building, and/or the Complex caused by Tenant or any of Tenant's officers,
directors, agents, contractors, employees, subtenants, licensees, or invitees;
(iii) resulting from any default by Tenant in the performance of Tenant's
obligations under this Lease, or (iv) resulting from any act, omission, or
negligence of Tenant or of any of Tenant's officers, directors, agents,
contractors, employees, subtenants, licenses, or invitees, provided, that Tenant
shall not be responsible for liabilities resulting directly from the negligence
or willful misconduct of the Indemnified Parties.

               (B) Tenant further agrees to indemnify and save harmless the
Indemnified Parties for from and against any and all liability (statutory or
otherwise) claims, suits, demands, damages, judgments, costs, interests, and
expenses, including, but not limited to, reasonable counsel fees and
disbursements incurred in the defense of any action or proceeding whether
incurred in a third-party action or in an action brought by Tenant, to which the
Indemnified Parties may be subject or which they may suffer by reason of, or by
reason of any claim for, any injury to, or death of, or damage to property
(including any loss of use thereof) of any employee, agent, or invitee of Tenant
on any portion of the Demised Premises, the Building, and/or the Complex,
including, but not limited to, recreation facilities, auditorium, and grounds,
resulting from any cause whatsoever in nature, other than the negligence or
willful misconduct of the Indemnified Parties.

               (C) In case any action or proceeding is brought against Landlord
by reason of any claim as set forth in subparagraph 2(A), above, Tenant, upon
written notice from Landlord




                                      -87-
<PAGE>   92

shall at Tenant's expense resist or defend such action or proceeding by counsel
approved by Landlord in writing, which approval Landlord shall not unreasonably
withhold.

               (D) Landlord covenants and agrees to indemnify and save harmless
Tenant, its agents, employees, contractors, officers, directors, shareholders,
partners, and principals (disclosed or undisclosed) from and against any and all
liability (statutory or otherwise), claims, suits, demands, damages, judgments,
costs, and interests incurred by or adjudicated against Tenant in any action or
proceeding, whether incurred in a third-party action or in an action brought by
Landlord to which Tenant may be subject or which it may suffer by reason of any
injury to, or death of, any person or persons, or damage to property (including
any loss of use thereof), should and to the extent that it be determined that
such injury, death, or loss of property resulted from negligence or willful
misconduct of Landlord, its agents, employees, contractors, officers, directors,
shareholders, partners, or principals (disclosed or undisclosed).

               (E) An indemnifying party under this Article 27 agrees to pay to
such other indemnified party or parties under this Article, all sums to be so
paid pursuant to subsection (A) or (C) above, within one hundred twenty (120)
days following notice transmitted in accordance with Article 25 of this Lease,
together with bills, statements, judgments, or other evidence of losses, costs,
liabilities, claims, damages, fines, penalties and expenses referred to in this
Section.

         SECTION 3. Except as otherwise provided herein, this Lease and the
obligations of Tenant to pay rent hereunder and perform all of the other
covenants, agreements, terms, provisions and conditions hereunder on the part of
Tenant to be performed shall in no way be affected, impaired or excused because
Landlord is unable to fulfill any of its obligations under this Lease or is
unable to supply or is delayed in supplying any service, express or implied, to
be supplied or is unable to make or is delayed in supplying any equipment or
fixtures if Landlord is prevented or delayed from so doing by reason of Events
of Force Majeure; provided that Landlord shall in each instance exercise
reasonable diligence to effect performance when and as soon as possible.

         SECTION 4. Notwithstanding any contrary provisions of this Lease
whatsoever, including, without limitation, those pertaining to use and Permitted
Use, Tenant shall not use, or permit the use of the Demised Premises, the
Building or the Complex so as to create or result in,




                                      -88-
<PAGE>   93

directly or indirectly, (a) any sudden or gradual spill, leak, discharge,
escape, seepage, infiltration, abandonment, dumping, disposal or storage of any
hazardous or industrial waste, substance or contamination, effluent, sewage,
pollution or other detrimental or deleterious materials or substances
(including, without limitation, asbestos), or the disposal, storage or
abandonment on the Complex of any material, tank or container holding or
contaminated by any of the foregoing or residues thereof, or the installation of
any material or product containing or composed of any of the foregoing, in, on,
from under or above the Complex (the foregoing occurrences being hereinafter
collectively called "Environmental Hazard"), or (b) any violation, or state of
facts or condition which would result in a violation, of any Federal, State or
local statute, law, code, rule regulation or order applicable to any
Environmental Hazard (the foregoing being hereinafter collectively called "Legal
Violation"). In the event of the violation of the foregoing by Tenant, in
addition to all other rights and remedies of Landlord under this Lease,
regardless of when the existence of the Environmental Hazard or Legal Violation
is determined, and whether during the Lease Term or after the Expiration Date,
(I) Tenant shall, immediately upon notice from Landlord, at Tenant's sole cost
and expense, at Landlord's option, either (x) take all action necessary to test,
identify and monitor the Environmental Hazard and to remove the Environmental
Hazard from the Complex and dispose of the same and restore the Complex to the
condition existing prior to such removal, and/or to remedy any Legal Violation,
all in accordance with applicable Federal, State and local statutes, laws,
codes, rules, regulations or orders or (y) reimburse Landlord for all costs and
expenses incurred by Landlord for engineering or environmental consultant or
laboratory services in testing, investigating, identifying and monitoring the
Environmental Hazard and in removing and disposing of the Environmental Hazard
and in restoring the Complex, and/or in remedying any Legal Violation, and (II)
Tenant shall and hereby does defend with legal counsel acceptable to Landlord,
indemnify and save harmless Landlord and Others in Interest against and from all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including architects' and attorneys' fees and disbursements which may
be imposed upon or incurred by or asserted against Landlord or Others in
Interest, whether by any governmental authority, Tenant or other third party, by
reason of any violation or alleged violation of any of the foregoing provisions
of this Section.



                                      -89-
<PAGE>   94

         SECTION 5. Anything to the contrary in this Lease notwithstanding,
Tenant shall look solely to the estate and interest of Landlord, its successors
and assigns, in the Complex and Building (inclusive of all sale or insurance
proceeds and condemnation awards with respect thereto) for the collection of a
judgment (or other judicial process) requiring the payment of damages or money
by Landlord in the event of any default by Landlord hereunder, and no other
property or assets of Landlord (or if Landlord is a partnership of any partner
of Landlord) shall be subject to levy, execution or other enforcement procedure
for the satisfaction of Tenant's remedies under or with respect to either this
Lease, the relationship of Landlord and Tenant hereunder or Tenant's use and
occupancy of the Demised Premises.

         SECTION 6. In no event shall Landlord or Tenant be liable under this
Lease for any consequential, incidental, punitive, indirect, or special damages
or any other liabilities not expressly set forth herein, regardless of legal
theory or negligence provided, that consequential, incidental, punitive,
indirect, or special damages shall be deemed to be direct damages in an
indemnification payment otherwise due under Article 27 reimbursing payments for
consequential, incidental, punitive, indirect, or special damages made by an
indemnified party to a third party in a third party action.

         SECTION 7. All of the provisions of this Article shall survive
termination of this Lease.

                                   ARTICLE 28
                                     DAMAGES

         SECTION 1. If this Lease is terminated under the provisions of Article
19, or if Landlord shall re-enter the Demised Premises under the provisions of
Article 24 or in the event of the termination of this Lease, or of re-entry by
summary dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord
as damages , at the election of Landlord, either: (a) on demand, a sum which at
the time of such termination of this Lease or at the time of any such re-entry
by Landlord, as the case may be, represents the then value of the excess, if
any, of: (1) the aggregate of the fixed rent and the additional rent payable
hereunder which would have been payable by Tenant (conclusively presuming the
additional rent to be the same as was payable for the year immediately preceding
such termination) for the period commencing with such earlier



                                      -90-


<PAGE>   95
termination of this Lease or the date of any such re-entry, as the case may be,
and ending with the Expiration Date, had this Lease not so terminated or had
Landlord not so re-entered the Demised Premises; over (2) the aggregate rental
value of the Demised Premises for the same period; or (b) sums equal to the
fixed rent and the additional rent (as above presumed) payable hereunder which
would have been payable by Tenant had this Lease not so terminated, or had
Landlord not so re-entered the Demised Premises, payable upon the due dates
therefor specified herein following such termination or such re-entry and until
the Expiration Date, provided, however that if Landlord shall relet the Demised
Premises during said period, Landlord shall credit Tenant with the net rents
received by Landlord from such reletting, such net rents to be determined by
first deducting from the gross rents as and when received by Landlord from such
reletting the expenses incurred or paid by Landlord in terminating this Lease or
in re-entering the Demised Premises and in securing possession thereof, as well
as the expenses of reletting, including altering and preparing the Demised
Premises for new tenants, brokers' commissions, and all other expenses properly
chargeable against the Demised Premises and the rental therefrom; it being
understood that any such reletting may be for a period shorter or longer than
the remaining term of this Lease; but in no event shall Tenant be entitled to
receive any excess of such net rents over the sums payable by Tenant to Landlord
hereunder, nor shall Tenant be entitled in any suit for the collection of
damages pursuant to this Section to a credit in respect of any net rents from a
reletting, except to the extent that such net rents are actually received by
Landlord. If the Demised Premises or any part thereof should be relet in
combination with other space, then proper apportionment on a square foot basis
(for equivalent space) shall be made of the rent received from such reletting
and the expenses of reletting.

         If the Demised Premises or any part thereof be relet by Landlord for
the unexpired portion of the Lease Term, or any part thereof, before
presentation of proof of such damages to any court, commission, or tribunal, the
amount of rent reserved upon such reletting shall, prima facie, be the fair and
reasonable rental value for the Demised Premises, or part thereof, so relet
during the term of the reletting. Landlord shall cooperate with Tenant in any
efforts to re-rent the Demised Premises and thereby mitigate damages in the
event of a default, provided that Landlord shall in no event and in no way be
responsible or liable for any failure to relet the Demised Premises or any party
thereof or for failure to collect any rent due upon any such reletting.



                                      -91-
<PAGE>   96

         SECTION 2. Suit or suits for the recovery of such damages, or any
installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the Lease Term would have expired if it had
not been so terminated under the provisions of Article 19, or under any
provision of law, or had Landlord not re-entered the Demised Premises. Nothing
herein contained shall be construed to limit or preclude recovery by Landlord
against Tenant of any sums or damages to which, in addition to the damages
particularly provided above, Landlord may lawfully be entitled by reason of any
default hereunder or otherwise on the part of Tenant. Nothing herein contained
shall be construed to limit or prejudice the right of Landlord to prove for and
obtain as liquidated damages by reason of the termination of this Lease or
re-entry on the Demised Premises for the default of Tenant under this Lease, an
amount equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which, such damages are to be
proved whether or not such amount be greater, equal to or less than any of the
sums referred to in this Article.

         SECTION 3. If Tenant shall at any time be in default hereunder, whether
or not Landlord shall institute an action or summary proceeding against Tenant
based upon such default and whether or not such default results from non-payment
of Base Rent or additional rent, or if Tenant requests Landlord to review or
execute documents (including, without limitation, any sublease or occupancy
documents) in connection with this Lease or to grant its consent or approval to
the making of Tenant's Changes, or otherwise if it is reasonably prudent for
Landlord to contact legal counsel, architects, engineers or other
representatives or agents as to the form or substance of any of the foregoing,
then Tenant shall reimburse Landlord, as additional rent, for all reasonable
fees, charges and disbursements of such attorneys, architects, engineers or
other representatives or agents, thereby incurred by Landlord.

                                   ARTICLE 29
                WAIVERS, FAILURE TO ENFORCE TERMS, MODIFICATIONS

         SECTION 1. Tenant, for itself, and on behalf of any and all persons
claiming through or under Tenant, including creditors of all kinds, does hereby
waive and surrender all right and privilege so far as is permitted by law, which
they or any of them might have under or by reason of any present or future law,
of the service of any notice of intention to re-enter and also waives



                                      -92-
<PAGE>   97

any and all right of redemption or re-entry or repossession in case Tenant shall
be dispossessed or ejected by process of law or in case of re-entry or
repossession by Landlord or in case of expiration or termination of this Lease
as herein provided.

         SECTION 2. Tenant waives Tenant's rights, if any, to assert a
counterclaim in any summary proceeding brought by Landlord against Tenant, and
Tenant agrees to assert any such claim against Landlord only by way of a
separate action or proceeding.

         SECTION 3. No payment by Tenant or receipt by Landlord of a lesser
amount than the correct amount of Base Rent and additional rent due hereunder
shall be deemed to be other than a payment on account; nor shall any endorsement
or statement on any check or any letter accompanying any check or payment be
deemed to effect or evidence an accord and satisfaction. Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance or pursue any other remedy provided in this Lease or at law or in
equity. The payment of Base Rent or additional rent by Tenant shall not be
deemed a waiver of Tenant's right to dispute any specific item or items charged
to Tenant as rent by Landlord.

         SECTION 4. To the extent not prohibited by applicable law, Landlord and
Tenant hereby waive trial by jury in any action, proceeding or counterclaim
brought by either against the other on any matter whatsoever arising out of or
in any way connected with this Lease, the relationship of Landlord and Tenant,
or Tenant's use or occupancy of the Demised Premises, or any emergency or other
statutory remedy with respect thereto.

         SECTION 5. The failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the agreements,
terms, covenants, conditions or obligations of this Lease, or to exercise any
right, remedy or election herein contained, shall not be construed as a waiver
or relinquishment for the future of the performance of such one or more
obligations of this Lease or of the right to exercise such election, but the
same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission.

         SECTION 6. No agreement to accept a surrender of all of any part of the
Demised Premises shall be valid unless in writing and signed by Landlord. The
delivery of keys to an employee of Landlord or of its agent shall not operate as
a termination of this Lease or a



                                      -93-
<PAGE>   98

surrender of the Demised Premises. If Tenant shall at any time request Landlord
to assign or sublet the Demised Premises for Tenant's account, Landlord or its
agent is authorized to receive said keys for such purposes without releasing
Tenant from any of its obligations under this Lease, and Tenant hereby releases
Landlord of any liability for loss or damage to any of Tenant's property in
connection with such subletting.

         SECTION 7. (A) No executory agreement hereafter made between Landlord
and Tenant shall be effective to change, modify, waive, release, discharge,
terminate or effect an abandonment of this Lease, in whole or in part, unless
such executory agreement is in writing, refers expressly to this Lease and is
signed by the party against whom enforcement of the change, modification,
waiver, release, discharge or termination or effectuation of the abandonment is
sought.

               (B) If, in connection with obtaining, continuing, or renewing
financing for the Building or any part thereof (or a leasehold or any interest
therein) a banking, insurance or other lender shall request modifications of
this Lease as a condition of such financing, Tenant shall give all reasonable
and prompt cooperation to Landlord required to obtain such financing, provided
that such modifications do not materially reduce Tenant's rights under this
Lease.

                                   ARTICLE 30
                                     SHORING


         If an excavation or other substructure work shall be undertaken or
authorized upon land adjacent to or below the Building, Tenant, without
liability on the part of Landlord therefore, shall afford to the person causing
or authorized to cause such excavation or other substructure work license to
enter upon the Demised Premises for the purpose of doing such work as such
person shall deem necessary to protect or preserve any of the walls or
structures of the Building or surrounding lands from injury or damage and to
support the same by proper foundations, pinning and/or underpinning, and except
in case of emergency, if so requested by Tenant such entry shall be accomplished
in the presence of a representative of Tenant, who shall be designated by Tenant
promptly upon Landlord's request. The said license to enter shall be afforded by
Tenant without any claim for damages or indemnity against Landlord and Tenant
shall not be entitled to any diminution or abatement of rent on account thereof.



                                      -94-
<PAGE>   99

                                   ARTICLE 31
                        SUCCESSORS AND ASSIGNS, NO OTHER
                          REPRESENTATIONS, CONSTRUCTION

         SECTION 1. The obligations of this Lease shall bind and benefit the
successors and assigns of the parties with the same effect as if mentioned in
each instance where a party is named or referred to, except that no violation of
the provisions of Article 20 shall operate to vest any rights in any successor
or assignee of Tenant, and that the provisions of this Article shall not be
construed as modifying the conditions of limitation contained in Article 19.
However, the obligations of Landlord under this Lease shall not be binding upon
Landlord herein named with respect to any period subsequent to the transfer of
its interest in the Building as owner or lessee thereof and in the event of such
transfer, such obligations shall thereafter be binding upon each transferee of
the interest of landlord herein named as such owner or lessee of the Building,
but only with respect to the period ending with a subsequent transfer within the
meaning of this Article, and such transferee, by accepting such interest, shall
be deemed to have assumed such obligations except only as may be expressly
otherwise provided elsewhere in this Lease. A lease of Landlord's entire
interest in the Building as owner or lessee thereof shall be deemed a transfer
within the meaning of this Article 31.

         SECTION 2. This Lease supersedes and revokes all previous negotiations,
arrangements, letters of intent, offers to lease, lease proposals, brochures,
"Representations" (meaning covenants, promises, assurances, agreements,
representations, conditions, warranties, statements and understandings), and
information conveyed, whether oral or in writing, between the parties hereto or
their respective representatives or any other person purporting to represent
Landlord or Tenant. Tenant expressly acknowledges and agrees that Landlord has
not made, and is not making, and Tenant, in executing and delivering this Lease,
is not relying upon, and has not been induced to enter into this Lease by any
Representations, except to the extent that the same are expressly set forth in
this Lease or in any other written agreement which may be made and executed
between the parties concurrently with the execution and delivery of this Lease
and shall expressly refer to this Lease, and no such Representations not so
expressly herein set forth shall be used in the interpretation or construction
of this Lease, and Landlord shall have no liability for any consequences arising
as a result of any such Representations not so expressly herein set forth.



                                      -95-
<PAGE>   100

         SECTION 3. If any of the provisions of this Lease, or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such provision
or provisions to persons or circumstances other than those as to whom or which
it is held 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.

                                   ARTICLE 32
                            MISCELLANEOUS PROVISIONS

         SECTION 1. All work, including but not limited to, waxing or additional
cleaning that Tenant does or shall do in the Demised Premises, shall be done
with materials and contractors approved in writing by Landlord and shall at all
times comply with all laws and/or requirements of public authorities. Tenant, as
additional rent, shall indemnify and hold harmless Landlord, against any loss or
damage Landlord may sustain by reason of, and against any orders, decrees,
judgments, attorneys' fees and expenses resulting from failure of Tenant to
comply with the provisions hereof.

         SECTION 2. The Article headings in this Lease and the Table of Contents
prefixed to this Lease are inserted only as a matter of convenience or
reference, and are not to be given any effect whatsoever in construing this
Lease.

         SECTION 3. Any provision of this Lease which requires a party not to
unreasonably withhold its consent, (i) shall be read as if the word "withhold"
read "withhold, delay or defer," and (ii) shall never be the basis for any award
of damages (unless exercised in intentional and deliberate bad faith) or give
rise to a right of setoff to the other party, but shall be the basis for a
declaratory judgment or specific injunction with respect to the matter in
question. The prevailing party in such action shall be entitled, in addition to
its court costs, to such reasonable attorney's fees as may be fixed by a court
of competent jurisdiction.

         SECTION 4. Wherever in this Lease Landlord or Tenant performs any work
permitted to be performed under this Lease due to default or due to the other's
failure to perform any of the conditions on its part to be performed hereunder,
or wherever the other otherwise performs



                                      -96-
<PAGE>   101

work at Tenant's cost and expense, then such work shall be performed at
Landlord's Charge, if being performed by Landlord, or shall be billed back to
Landlord, if being performed by Tenant.

         SECTION 5. This Lease is offered to Tenant for signature with the
express understanding that it shall not be binding upon Landlord unless and
until Landlord shall have executed and delivered a fully executed copy to
Tenant, and until the holder of any and all superior mortgage(s) shall have
approved the same.

         SECTION 6. Tenant, as an inducement to Landlord to enter into this
Lease, has and does represent, covenant and agree that Tenant will take all
necessary measures and institute all procedures as may be necessary to insure
that Tenant's clients, invitees, and employees do not loiter in the public areas
of the Building (including but not limited to the corridors, elevators, lobbies,
lavatories, etc.) and that such clients, invitees and employees will at all
times conduct themselves in a proper businesslike manner when passing through
such public areas of the Building for purposes of access and egress to and from
the Demised Premises. Notwithstanding the foregoing, Tenant's employees shall
not be prohibited from using the public areas in and around the Building and the
Complex in a manner consistent with this Lease. Tenant further acknowledges and
agrees that any breach by Tenant of its foregoing agreements and representations
will materially injure Landlord who has intentions to rent space in the Building
to major tenants and who does not wish to have other tenants of the Building
disturbed, annoyed or inconvenienced. Accordingly, it is expressly agreed that
any substantial and continuing violation by Tenant of its agreements,
representations and obligations pursuant to this Article shall constitute a
material default by Tenant under the terms of this Lease entitling Landlord to
exercise any and all rights granted Landlord under this Lease including, without
limitation, the right to terminate this Lease and recover possession of the
Demised Premises by reason of Tenant's default.

         SECTION 7. Tenant shall at no time leave any merchandise, supplies,
materials or refuse in the hallways or other common portions of the Buildings or
in any other area of the Building other than the Demised Premises. Tenant
covenants that all wet garbage and similar refuse shall be kept in proper
containers, until removed from the Building so as to prevent the escape of
objectionable fumes and odors and the spread of vermin.



                                      -97-
<PAGE>   102

         SECTION 8. The person(s) executing this Lease on behalf of Tenant
hereby represent and warrant that they have been duly authorized to execute this
Lease for and on behalf of Tenant. The person(s) executing this Lease on behalf
of Landlord hereby represent and warrant that they have been duly authorized to
execute this Lease for and on behalf of Landlord.

         SECTION 9. Time is of the essence concerning any provisions of this
Lease relating to Tenant's obligation to pay Base Rent, additional rent, and any
other sums to be paid hereunder by Tenant to Landlord.

         SECTION 10. This Lease shall be governed in all respects by and
construed under the laws of the State of New York without reference to the
choice of law provisions thereof.

         SECTION 11. This Lease shall be construed without any regard to any
presumption or other rule regarding construction against the party causing this
Lease to be drafted.

         SECTION 12. Notwithstanding any cancellation or termination of this
Lease, nothing herein shall be construed to release either party to this Lease
from any liability or responsibility (whether then or thereafter accruing) with
respect to any acts, omissions or obligations of either party to this Lease
occurring prior to such cancellation or termination, all of which shall survive
such cancellation or termination.

         SECTION 13. Tenant shall pay to Landlord upon demand, as additional
rent, any increase in occupancy rent tax now in effect or any occupancy tax
hereafter enacted, which Landlord is now or hereafter required to pay with
respect to the Demised Premises.

         SECTION 14. The words "best efforts" as used in this Lease shall mean
the use of a party's reasonable best efforts conducted in good faith and in a
commercially reasonable manner.

         SECTION 15. Landlord's liabilities and obligations under this Lease
shall not in any way be enhanced merely by virtue of the fact that businesses
and Affiliates of Texaco Inc. occupy space in the Building.

         SECTION 16. Wherever in this Lease reference is made to the performance
of work or construction by Landlord, it shall mean, unless Landlord otherwise
shall determine to perform



                                      -98-
<PAGE>   103

the work or construction, by a contractor or contractors chosen by Landlord, it
being understood that Landlord itself shall not be required to perform such work
or construction; and to the extent that, pursuant to this Lease, the cost of
such work or construction is payable by Tenant, such cost shall be at Landlord's
Charge applicable to work performed by or on behalf of Landlord.

         SECTION 17. During the term of this Lease, Landlord shall not, without
prior written consent of Tenant, employ or otherwise secure the services of,
offer to or solicit to employ, individuals while they are employed by Tenant in
positions having a level of responsibility and status equivalent to or greater
than Tenant's "Manager - Human Resources". During the term of this Lease, Tenant
shall not, without prior written consent of Landlord, employ or otherwise secure
the services of, offer to or solicit to employ, individuals while they are
employed by Landlord in positions equivalent to or greater than Landlord's
Pay-Grade 17.

                                   ARTICLE 33
                               DISPUTE RESOLUTION


         Landlord may at any time request arbitration, and Tenant may at any
time when not in default in the payment of any Base Rent and additional rent,
request arbitration, of any matter in dispute where arbitration is expressly
provided for in this Lease. The party requesting arbitration shall do so by
giving notice to that effect to the other party, specifying in the notice the
nature of the dispute, and the dispute shall be determined in the County of
Westchester, State of New York, by a single arbitrator, in accordance with the
rules then obtaining of the American Arbitration Association (or any
organization which is the successor thereto). The award in such arbitration may
be enforced on the application of either party by the order or judgment of a
court of competent jurisdiction.

                                   ARTICLE 34
                                 EXPANSION SPACE

         SECTION 1. If Texaco Inc. and/or an Affiliate of Texaco Inc. is in
ownership of the Building:

               (A) Provided that this Lease is in full force and effect, and
that Tenant has faithfully kept and performed all of the terms and obligations
on its part then to be performed



                                      -99-
<PAGE>   104

under the Lease, then Tenant shall have the option provided in this Section to
expand the Demised Premises to include the space as reflected on Exhibit "F"
annexed hereto and made a part hereof (the "Preliminary Expansion Space"). To
exercise such expansion option, Tenant shall give Landlord notice of its
intention to exercise such expansion option on or prior to the three (3) year
anniversary of the Commencement Date (the "Preliminary Expansion Space Notice").
This expansion option shall be deemed waived unless Tenant properly gives the
Preliminary Expansion Space Notice. Tenant and Landlord agree and stipulate that
the total number of rentable square feet of space of the Preliminary Expansion
Space is approximately twenty thousand (20,000) square feet and that upon such
expansion the Leased Floor Space will be increased by the actual amount.
Measurement of the actual amount shall be performed by first using the BOMA
method for measuring useable rentable space and then multiplying the result by
1.1765 (which accounts for a 15% loss factor from gross rentable to usable
rentable space) to achieve the figure for gross rentable space. The base rent to
be charged and the tenant improvement allowances allocable to the Preliminary
Expansion Space shall be determined based upon similar rent charges and tenant
improvement allowances applicable to a lease of comparable space, in terms of
age, quality, size, location, services, amenities, quality of construction,
appearance and length of lease (the "Fair Market Value"). The lease term for the
Preliminary Expansion Space shall commence six (6) months after Tenant properly
gives the Preliminary Expansion Space Notice (but in no event later than the
three (3) year, six (6) month anniversary of the Commencement Date), and shall
be coterminous with the Lease Term ("Preliminary Expansion Space Term"),
provided that Landlord shall have made the Preliminary Expansion Space available
to Tenant on the commencement of the Preliminary Expansion Space Term in
accordance with Section 3 of this Article.

               (B) Provided that this Lease is in full force and effect, that
Tenant has faithfully kept and performed all of the terms and obligations on its
part then to be performed under the Lease, and that Tenant is not then currently
assigning or subletting more than a total of fifteen (15%) percent of the
Demised Premises (as from time to time constituted, exclusive of such
assignments and subleases), then Tenant shall have the option provided in this
Section, to further expand the Demised Premises. In the event that Tenant has
properly exercised its option to lease the Preliminary Expansion Space pursuant
to the preceding subparagraph (A) hereof and is currently occupying such space,
then the space subject to Tenant's further option shall be the



                                     -100-
<PAGE>   105

space reflected on Exhibit "G" annexed hereto and made a part hereof; in all
other cases, the space subject to Tenant's further option shall include a
portion of the space reflected on Exhibit "I" annexed hereto and made a part
hereof as designated by Landlord in Landlord's reasonable discretion, provided
there is direct access to such space for Tenant from the Demised Premises. (The
space referenced on Exhibit "G" or, if applicable, the space referenced on
Exhibit "I" and so designated by Landlord, shall hereinafter be referred to as
the "Expansion Space"). To exercise such expansion option, Tenant shall give
Landlord notice of its intention to exercise such expansion option on or prior
to the seven (7) year, three (3) month anniversary of the Commencement Date (the
"Expansion Space Notice"). This expansion option shall be deemed waived unless
Tenant properly gives the Expansion Space Notice. Tenant and Landlord agree and
stipulate that the total number of rentable square feet of space of the
Expansion Space is approximately thirty thousand (30,000) square feet, which
amount may be adjusted upward or downward so that Landlord may reasonably
situate the Expansion Space in the Building, and the Leased Floor Space will be
increased by the actual amount. Measurement of the actual amount shall be
performed by first using the BOMA method for measuring useable rentable space
and then multiplying the result by 1.1765 (which accounts for a 15% loss factor
from gross rentable to usable rentable space) to achieve the figure for gross
rentable space. The base rent to be charged and the tenant improvement allowance
allocable to the Expansion Space shall be determined based upon Fair Market
Value. The lease term for the Expansion Space shall commence on the later of (y)
the four (4) year anniversary of the Commencement Date, and (x) nine (9) months
after Tenant properly gives the Expansion Space Notice (but in no event later
than the day before the eight (8) year anniversary of the Commencement Date),
and shall be coterminous with the Lease Term ("Expansion Space Term"), provided
that Landlord shall have made the Expansion Space available to Tenant on the
commencement of the Expansion Space Term in accordance with Section 3 of this
Article.

               (C) Provided that this Lease is in full force and effect, that
Tenant has faithfully kept and performed all of the terms and obligations on its
part then to be performed under the Lease, and that Tenant is not then currently
assigning or subletting more than a total of fifteen (15%) percent of the
Demised Premises (as from time to time constituted, exclusive of such
assignments and subleases), then Tenant shall have the option provided in this
Section, to further expand the Demised Premises. In the event that Tenant has
properly exercised its option



                                     -101-
<PAGE>   106

to lease the Preliminary Expansion Space and the Expansion Space pursuant to the
preceding subparagraphs (A) and (B) hereof and is currently occupying such
space, then the space subject to Tenant's further option shall be the space
reflected on Exhibit "H" annexed hereto and made a part hereof; in all other
cases, the space subject to Tenant's further option shall include a portion of
the space reflected on Exhibit "I" annexed hereto and made a part hereof as
designated by Landlord in Landlord's reasonable discretion, provided there is
direct access to such space for Tenant from the Demised Premises. (The space
referenced on Exhibit "H" or, if applicable, the space referenced on Exhibit "I"
and so designated by Landlord, shall hereinafter be referred to as the
"Additional Expansion Space"). To exercise such expansion option, Tenant shall
give Landlord notice of its intention to exercise such expansion option on or
prior to the eleven (11) year, three (3) month anniversary of the Commencement
Date (the "Additional Expansion Space Notice"). This expansion option shall be
deemed waived unless Tenant properly gives the Additional Expansion Space
Notice. Tenant and Landlord agree and stipulate that the total number of
rentable square feet of space of the Additional Expansion Space is approximately
thirty thousand (30,000) square feet, which amount may be adjusted upward or
downward so that Landlord may reasonably situate the Additional Expansion Space
in the Building, and the Leased Floor Space will be increased by the actual
amount. Measurement of the actual amount shall be performed by first using the
BOMA method for measuring useable rentable space and then multiplying the result
by 1.1765 (which accounts for a 15% loss factor from gross rentable to usable
rentable space) to achieve the figure for gross rentable space. The base rent to
be charged and the tenant improvement allowance allocable to the Additional
Expansion Space shall be determined based upon Fair Market Value. The lease term
for the Additional Expansion Space shall commence on the later of (y) the eight
(8) year anniversary of the Commencement Date, and (x) nine (9) months after
Tenant properly gives the Additional Expansion Space Notice (but in no event
later than the day before the twelve (12) year anniversary of the Commencement
Date), and shall be coterminous with the Lease Term ("Additional Expansion Space
Term"), provided that Landlord shall have made the Additional Expansion Space
available to Tenant on the commencement of the Additional Expansion Space Term
in accordance with Section 3 of this Article.

         SECTION 2. If Texaco Inc. and/or an Affiliate of Texaco Inc. is not in
ownership of the Building:



                                     -102-
<PAGE>   107

               (A) Tenant shall have the option provided in this Section to
expand the Demised Premises to include the Preliminary Expansion Space on the
same terms and conditions, and subject to the same limitations, as are set forth
in Article 34, Section 1(A).

               (B) Tenant shall have the option provided in this Section to
expand the Demised Premises to include the Expansion Space on the same terms and
conditions, and with the same limitations, as are set forth in Article 34,
Section 1(B), subject to the remaining provisions of this Section 2(B). To
exercise such expansion option, Tenant shall give Landlord notice of its
intention to exercise such expansion option on or prior to the three (3) year,
three (3) month anniversary of the Commencement Date (the "Alternate Expansion
Space Notice"). The lease term for the Expansion Space shall commence on the
four (4) year anniversary of the Commencement Date, and shall be coterminous
with the Lease Term ("Alternate Expansion Space Term"), provided that Landlord
shall have made the Expansion Space available to Tenant on the commencement of
the Alternate Expansion Space Term in accordance with Section 3 of this Article.

               (C) Tenant shall have the option provided in this Section to
expand the Demised Premises to include the Additional Expansion Space on the
same terms and conditions, and with the same limitations, as are set forth in
Article 34, Section 1(C), subject to the remaining provisions of this Section
2(C). To exercise such expansion option, Tenant shall give Landlord notice of
its intention to exercise such expansion option on or prior to the seven (7)
year, three (3) month anniversary of the Commencement Date (the "Alternate
Additional Expansion Space Notice"). The lease term for the Additional Expansion
Space shall commence on the eight (8) year anniversary of the Commencement Date,
and shall be coterminous with the Lease Term ("Alternate Additional Expansion
Space Term"), provided that Landlord shall have made the Additional Expansion
Space available to Tenant on the commencement of the Alternate Additional
Expansion Space Term in accordance with Section 3 of this Article.

         SECTION 3. The Preliminary Expansion Space, Expansion Space and
Additional Expansion Space shall be considered part of the Demised Premises and
shall be subject to all of the terms and conditions of this Lease as applied to
the Demised Premises. Each of the Preliminary Expansion Space, the Expansion
Space and the Additional Expansion Space shall be delivered to Tenant in its
then "as is" condition free of all leases, tenants and/or occupants and provided
further that Landlord shall have removed therefrom all of Landlord's (or such
prior



                                     -103-
<PAGE>   108

occupant's) furniture, office equipment and any other articles of movable
personal property provided the same are not built into or installed. Landlord
shall not be obligated to perform any work to prepare either the Preliminary
Expansion Space, the Expansion Space or the Additional Expansion Space for
Tenant. The construction or build out of the Preliminary Expansion Space,
Expansion Space or Additional Expansion Space shall be Tenant's responsibility
and shall be subject to all of the terms and conditions required for the
construction of the Demised Premises as set forth in Article 2 and other parts
of this Lease, except that the Tenant Improvement Allowance authorized for the
construction of each of these additional spaces shall be based upon Fair Market
Value.

         SECTION 4. Promptly following Tenant's delivery to Landlord of notice
that Tenant is exercising its option to take the Preliminary Expansion Space,
Expansion Space and the Additional Expansion Space, Landlord shall notify Tenant
of the amount which, in Landlord's reasonable opinion represents the Fair Market
Value for the base rent and/or tenant improvement allowances relative to such
space. Within twenty (20) days of such notice, if Tenant disagrees with the Fair
Market Value proposed by Landlord, Tenant shall notify Landlord that Tenant so
disagrees that the base rent and/or tenant improvement allowances therein
provided constitutes Fair Market Value, and shall specify what base rent and/or
tenant improvement allowance, in Tenant's opinion, constitutes Fair Market Value
("Tenant's Fair Market Value Notice"). In the event no Tenant's Fair Market
Value Notice is timely given to Landlord as aforesaid, the base rent and/or
tenant improvement allowances set forth in Landlord's aforementioned notice to
Tenant shall be deemed to be Fair Market Value. In the event Tenant's Fair
Market Value Notice is timely given, and Landlord and Tenant still cannot agree
on the Fair Market Value, then the procedure set forth in Section 5 of this
Article 34 shall be used in determining Fair Market Value.

         SECTION 5. In the event the parties cannot agree upon the base rent
and/or tenant improvement allowance constituting the Fair Market Value within
seven (7) business days following Tenant's Fair Market Value Notice, then at the
request of either party to the other (called the "Fair Market Value Initial
Request"), Landlord and Tenant shall each nominate one appraiser deemed by them,
respectively, to be fit, reputable and impartial, to appraise and determine the
Fair Market Value. The nomination of each such appraiser shall be in writing and



                                     -104-
<PAGE>   109


shall be given by each party to the other within twenty (20) days following a
party's receipt of the Fair Market Value Initial Request and the two appraisers
shall thereafter make their respective determinations of the Fair Market Value
within thirty (30) days of their both having been appointed. If only one party
shall so nominate an appraiser, then that appraiser shall act alone. If the Fair
Market Value as determined by one appraiser is not more than 110% of the Fair
Market Value as determined by the other appraiser, the Fair Market Value will be
the average of the two Fair Market Value amounts. In all other cases, the
appraisers will jointly select a third appraiser who is a fit, reputable and
impartial person, which appointment shall be made within sixty (60) days after
the second of the first two appraisers has been appointed. The third appraiser
will, within twenty (20) days of its retention, determine its view of the Fair
Market Value, which may be any amount that is between the Fair Market Value
determinations made by the first two appraisers. The determination of the Fair
Market Value in accordance with this Section will be final, binding and
conclusive upon the parties. Tenant agrees to take the Preliminary Expansion
Space, Expansion Space and/or Additional Expansion Space in accordance with such
determination, and to execute confirming agreements with respect thereto within
ten (10) days after Landlord's submission thereof to Tenant. Each party shall
bear the expense of its own appraiser, but the fees of the third appraiser shall
be shared equally.

         SECTION 6. No person shall be qualified for appointment as an appraiser
hereunder unless he or she is a licensed real estate broker or agent with at
least five (5) years of experience in leasing office space. Any appraiser may be
removed by the parties or other persons who appointed that appraiser, as the
case may be, for failure to perform his or her duties expeditiously, and a
successor appraiser shall be promptly appointed by such parties or person(s), as
the case may be.

                                   ARTICLE 35
                                    SECURITY

         SECTION 1. Landlord has installed in the Building and shall maintain
throughout the Lease Term a security surveillance system consisting of
television monitors, exterior alarm doors and a security control desk, and shall
provide personnel to operate such security surveillance system and staff such
security control desk, on a twenty-four (24) hours basis every day of the year.
Landlord shall also provide security guards in such locations, at such times and
in such



                                     -105-
<PAGE>   110

numbers as Landlord shall determine in Landlord's sole discretion. No
representation, guaranty or warranty is made or assurance given that the
aforesaid security surveillance system or procedures of the Building will be
effective to prevent injury to Tenant or any other person or damage to, or loss
(by theft or otherwise) of, any property of Tenant (including Tenant's Property)
or of any other person.

         SECTION 2. Tenant shall require Tenant's employees, agents,
contractors, clients, invitees and licensees to wear identification badges
supplied by Landlord while present in the Building. Identification badges shall
be initially supplied by Landlord to Tenant's present and future employees at
Landlord's expense; all replacement badges shall be supplied by Landlord at
Tenant's expense.

         SECTION 3. Tenant, at Tenant's sole cost and expense and with the prior
consent of Landlord, which consent shall not be unreasonably withheld, may
impose such additional security measures as Tenant deems desirable; provided
that such security measures are at all times in compliance with all laws, rules
and regulations of public authorities having jurisdiction with respect to the
Building and shall not interfere with Landlord's obligations to provide services
or perform work under this Lease, or Landlord's access to the Premises as
provided in this Lease.

         SECTION 4. In the absence of any negligent or otherwise wrongful act or
omission of Landlord, its employees and agents, Landlord shall not be liable for
injury or damage to the person or property of Tenant, Tenant's agents, servants,
employees, contractors or invitees, caused by or resulting from theft, illegal
entry or trespass, vandalism or any other similar cause. Landlord assumes no
special or other duty to safeguard Tenant's person or property.

         SECTION 5. All parking on the Complex by Tenant, its employees and
visitors will be at their own risk, and Landlord shall not be liable for any
injury to person or property, or for loss or damage to any automobile or its
contents, resulting from theft, collision, vandalism, or any other cause
whatsoever, except to the extent caused by any negligent or otherwise wrongful
act or omission of Landlord, its employees and agents. Landlord shall have no
obligation whatsoever to provide a guard or any other personnel or device to
patrol, monitor, guard or secure any parking areas; if Landlord does so provide,
it shall be solely for Landlord's



                                     -106-
<PAGE>   111

convenience, and Landlord shall in no way whatsoever be liable for any acts or
omissions of such personnel or device in failing to prevent any such theft,
vandalism, or loss or damage by other cause.

                                   ARTICLE 36
                                CONTINUATION TERM

SECTION 1. Following the Lease Term, Tenant is hereby granted the option to
extend the term of this Lease for a first renewal period of five (5) years and a
second renewal period of five (5) years. Each such renewal term shall be
referred to as a "Continuation Term". With respect to each such Continuation
Term and on the date of commencement of each Continuation Term, this option is
expressly conditioned upon determining that on the date of exercise of such
option (as provided in this Section): (a) this Lease is in full force and effect
and has not expired or been terminated; (b) Tenant is not in default under this
Lease beyond any applicable notice and cure period; and (c) Tenant is not then
currently assigning or subletting more than a total of fifteen (15%) percent of
the Demised Premises (as from time to time constituted, exclusive of such
assignments and subleases). Such option shall be exercised by Tenant by notice
(the "Continuation Notice") given to Landlord for each of the first and second
Continuation Terms, not later than twelve (12) full calendar months prior to the
Expiration Date and the expiration of the first Continuation Term, respectively.
The space to be included in the Continuation Term shall be the same space as was
included in the Lease at the moment immediately prior to the commencement of
such Continuation Term; and the following terms shall be applicable to the
Continuation Term: (i) the Demised Premises shall be delivered to Tenant "as is"
in its same condition, and none of Landlord's obligations under Article 2 or
elsewhere in this Lease regarding improvement of any space shall be applicable,
(ii) no rent concession or credit against the cost of, or Landlord's
contribution to the cost of, any improvements, work or property (including,
without limitation, furniture) shall be applicable, (iii) the same "escalators"
or adjustments in rent as are provided in Articles 4 and 5 and elsewhere in this
Lease shall be applicable, (iv) the After Hours Charge for heating, air
conditioning and ventilating shall be that amount which Landlord is charging
therefor to new tenants in the Building (or if no such new tenants, then in
comparable buildings in the area of the Building), (v) the annual Base Rent for
each Rent Year during the Continuation Term shall be the amount determined under
Section 2



                                     -107-
<PAGE>   112

 hereof, and (vi) all of the other terms and conditions of this Lease
shall be applicable to the Continuation Term other than rent, any further right
to expand the Demised Premises or renew beyond the second Continuation Term, and
other than as may be reasonably necessary because a renewal term rather than an
original term, and a previously occupied space rather than a new space, is
involved.

         SECTION 2. Promptly following Tenant's delivery to Landlord of the
Continuation Notice timely given as provided in Section 1 of this Article,
Landlord shall notify Tenant of the amount which, in Landlord's reasonable
opinion represents the fair market Base Rent during the Continuation Term (the
"Fair Market Rent"). The Fair Market Rent shall be determined based upon the
terms and conditions, including, rent, free rent, tenant improvement allowances,
brokerage commissions, base years, construction time and all other lease
concessions, which renewal tenants are then receiving in connection with the
lease of comparable space, in terms of age, quality, size, location, services,
amenities, quality of construction, appearance and length of lease. Within
twenty (20) days of such notice, if Tenant disagrees with the Fair Market Rent
proposed by Landlord, Tenant shall notify Landlord that Tenant so disagrees that
the Base Rent therein provided constitutes the Fair Market Rent, as hereinafter
provided, and shall specify what Base Rent, in Tenant's opinion, constitutes the
Fair Market Rent ("Tenant's Base Rent Notice"). In the event no Tenant's Base
Rent Notice is timely given to Landlord as aforesaid, the Base Rent set forth in
Landlord's aforementioned notice to Tenant shall be deemed to be the Fair Market
Rent. In the event Tenant's Base Rent Notice is timely given, and Landlord and
Tenant still cannot agree on the Fair Market Rent, then the procedure set forth
in Section 3 of this Article 36 shall be used in determining Fair Market Rent.

         SECTION 3. In the event the parties cannot agree upon the Base Rent
constituting the Fair Market Rent within seven (7) business days following
Tenant's Fair Market Rent Notice, then at the request of either party to the
other (called the "Base Rent Initial Request"), Landlord and Tenant shall each
nominate one appraiser deemed by them, respectively, to be fit, reputable and
impartial, to appraise and determine the Fair Market Rent. The nomination of
each such appraiser shall be in writing and shall be given by each party to the
other within twenty (20) days following a party's receipt of the Base Rent
Initial Request and the two appraisers shall thereafter make their respective
determinations of the Fair Market Rent within thirty (30) days of



                                     -108-
<PAGE>   113

their both having been appointed. If only one party shall so nominate an
appraiser, then that appraiser shall act alone. If the Fair Market Rent as
determined by one appraiser is not more than 110% of the Fair Market Rent as
determined by the other appraiser, the Fair Market Rent will be the average of
the two Fair Market Rent amounts. In all other cases, the appraisers will
jointly select a third appraiser who is a fit, reputable and impartial person,
which appointment shall be made within sixty (60) days after the second of the
first two appraisers has been appointed. The third appraiser will, within twenty
(20) days of its retention, determine its view of the Fair Market Rent, which
may be any amount that is between the Fair Market Rent determinations made by
the first two appraisers. The determination of the Fair Market Value in
accordance with this Section will be final, binding and conclusive upon the
parties. Tenant agrees to enter into the Continuation Term in accordance with
such determination, and to execute confirming agreements with respect thereto
within ten (10) days after Landlord's submission thereof to Tenant. Each party
shall bear the expense of its own appraiser, but the fees of the third appraiser
shall be shared equally.

         SECTION 4. No person shall be qualified for appointment as an appraiser
hereunder unless he or she is a licensed real estate broker or agent with at
least five (5) years of experience in leasing office space. Any appraiser may be
removed by the parties or other persons who appointed that appraiser, as the
case may be, for failure to perform his or her duties expeditiously, and a
successor appraiser shall be promptly appointed by such parties or person(s), as
the case may be.

                                   ARTICLE 37
                                SATELLITE ANTENNA

         SECTION 1. (A) Subject to the provisions of this Article, Tenant may
install, operate and maintain, in a location on the roof of the Building,
microwave, satellite or other antenna communications systems (herein called the
"Satellite Antenna") that transmits and receives signals to or from other
communications installations located off-site. Such Satellite Antenna shall be
subject to Landlord's prior written approval as to the installation, in addition
to the appearance, size, safety considerations, weight, location and
connections. Tenant's contractors shall be approved by Landlord. Tenant is
permitted, subject to the provisions of this Lease and solely at Tenant's cost
and expense, to install, operate and maintain the Satellite



                                     -109-
<PAGE>   114

Antenna, as well as the conduits and cables necessary for the construction and
operation of the Satellite Antenna from the roof to the Demised Premises through
then available sleeves located in the Building communications closets, provided
that (i) the installation thereof (including all structural reinforcement,
framing and waterproofing) shall be performed subject to these provisions, (ii)
Tenant shall obtain and maintain all operating permits and approvals to
effectuate compliance with all applicable legal requirements (including any
requirements, approvals or permits required by any municipality, board, agency,
commission and the Federal Communications Commission), (iii) Tenant shall comply
with all applicable legal requirements, in connection with such installation,
(iv) Tenant shall promptly repair any damage to Property, including the Building
caused by such installation, operation or maintenance, (v) Tenant shall remove
the Satellite Antenna and any related conduits and cables and repair any
resulting damage (whether caused by installation or removal) to such Property at
or prior to the Expiration Date, and (vi) Tenant shall operate the Satellite
Antenna in compliance with all applicable codes and regulations of any
municipality, board, agency, and/or commission asserting jurisdiction. Tenant
shall have the right, in common with others, of reasonable access to the roof
and Building communications closets for the installation, operation, maintenance
and removal of the Satellite Antenna and related conduits and cables, and for
the partial or complete replacement of the foregoing, subject to the provisions
of this Lease and to such other reasonable conditions imposed by Landlord. Upon
request of Landlord, Tenant shall submit to Landlord a structural analysis
showing that the Satellite Antenna will not compromise the structural stability
of the roof or any roof appurtenance.

               (B) Notwithstanding the foregoing provisions of this Article,
Tenant shall not have the right to install at a location, or, if initially
installed, to thereafter operate or maintain at the location, the Satellite
Antenna to the extent that Landlord shall reasonably determine that the same
will interfere with the use or operation (including the reception and
transmission of signals to and from the same) of other existing satellite
antennae, microwave dishes or other communications equipment on the roof.

               (C) Landlord, at Landlord's expense, shall have the right, on not
less than five (5) days prior written notice (except in the event of an
emergency, in which event no notice shall be required), to relocate the
Satellite Antenna, which expense shall include the removal of the



                                     -110-
<PAGE>   115

Satellite Antenna and the related conduits and cables, the purchasing of
materials and equipment necessary for the relocation thereof and the
reinstallation of the Satellite Antenna and such conduits and cables at such
other location on the roof as shall be designated by Landlord. In connection
with the foregoing, (i) Landlord shall select an alternative location for the
Satellite Antenna that shall be no less favorable for the reception and
transmission of signals to and from the Satellite Antenna as the previous
location, (ii) except in cases of emergency, Landlord shall perform the
relocation so as to minimize interference with the reception of and/or
transmission of signals to and from the Satellite Antenna during any period that
Tenant shall be using the Satellite Antenna for the reception and transmission
of signals, and (iii) Tenant shall cooperate with Landlord in all reasonable
respects relating to any such relocation.

               (D) The rights granted in this Article are granted in connection
with, and as part of the rights created under, this Lease, and are not
separately transferable or assignable other than in connection with an
assignment of Tenant's rights under this Lease as permitted by this Lease.

               (E) Nothing contained in this Article shall be deemed to be a
lease by Landlord to Tenant of any portion of the roof.

               (F) At the option of Landlord, Tenant shall pay for the electric
submetering of the Satellite Antenna or shall pay to Landlord, as additional
rent, the cost of electricity supplied to the Satellite Antenna.

               (G) Tenant acknowledges that the provisions of Article 27 herein
concerning Non-liability, Indemnification and Non-Recourse, including, but not
limited to Tenant's obligation to indemnify and save harmless Landlord and its
agents and to tender a defense for Landlord and its agents applies to any and
all claims arising from Tenant's installation, maintenance and/or operation of a
Satellite Antenna pursuant to this Article, provided further that said
obligations of Tenant to indemnify, save harmless and/or defend Landlord and its
agents shall apply as to all claims for injury of any nature, related to
installation, maintenance and/or operation of the Satellite Antenna caused by
any condition, entity, or person other than the negligence or willful misconduct
of Landlord or its agents.



                                     -111-
<PAGE>   116

                                   ARTICLE 38
                                    FURNITURE


         Simultaneous with the execution and delivery of this Lease, Tenant
shall purchase from Landlord the furniture described in Exhibit "J". On the date
Landlord tenders the First Floor Demised Premises to Tenant, Tenant shall
purchase from Landlord the furniture described in Exhibit "J-1". Each purchase
shall be pursuant to a Bill of Sale in form and substance satisfactory to
Landlord and Tenant.

                                   ARTICLE 39
                                NEGATIVE COVENANT


         Provided that this Lease is in full force and effect, that Tenant is
not in default under this Lease beyond any applicable notice and cure period,
and that Tenant has not subleased the Demised Premises or assigned this Lease,
Landlord covenants that it will not lease, rent or permit any space in the
Building to be occupied by a tenant that is an air cargo carrier, without first
obtaining Tenant's consent.

                                   ARTICLE 40
                                    PAINTING


         Provided that this Lease is in full force and effect, that Tenant is
not in default under this Lease beyond any applicable notice and cure period,
Landlord shall at Landlord's election either: (a) repaint all walls in the
Demised Premises after the sixth year of the Lease Term and prior to the seventh
year of the Lease Term, which repainting shall consist of one (1) coat of flat
or semi-gloss using both the colors and type of paint used by Tenant to repaint
the walls when readying the Demised Premises for use by Tenant after the
Commencement Date; or (b) reimburse Tenant for the actual cost of repainting the
Demised Premises after the sixth year of the Lease Term and before the seventh
year of the Lease Term using both the colors and type of paint used by Tenant to
repaint the walls when readying the Demised Premises for use by Tenant after the
Commencement Date.



                                     -112-
<PAGE>   117

                                   ARTICLE 41
                                    PUBLICITY


         No public release or announcement concerning this Lease shall be issued
by any party or any of its Affiliates without the prior consent of the other
party, except as, in the opinion of counsel of such party, such release or
announcement is required by law or the rules or regulations of any United States
or foreign securities exchange or commission (in which case the party required
to make the release or announcement shall allow the other party reasonable time
to comment on such release or announcement in advance of such issuance);
provided, however, that such party may make internal announcements to its and
its Affiliates' employees that are consistent with the parties' prior public
disclosures regarding this Lease.

                                   ARTICLE 42
                                  STORAGE SPACE

         SECTION 1. In addition to the Demised Premises otherwise defined
herein, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
three thousand nine hundred sixty-five feet (3,965) square feet of storage
space, reflected on Exhibit "L" ("Storage Space"). Tenant shall pay Landlord as
rent for the Storage Space, the following amounts, to be paid in monthly
installments by Tenant as set forth below, with the amounts adjusted in
accordance with the terms of this Lease, for the respective periods during the
term of the Lease. All such monthly rental installments shall be additional rent
and shall be payable on the first day of each month, in advance, and without
abatement, offset or deduction whatsoever (except as set forth in Section 2 of
this Article 42) as follows:

<TABLE>
<CAPTION>
                                     ANNUAL         MONTHLY
                                  STORAGE SPACE   INSTALLMENT
               RENT YEAR              RENT
               ---------          -------------   -----------
<S>                               <C>             <C>
                  1                $43,615.00      $3,634.58
                  2                $43,615.00      $3,634.58
                  3                $43,615.00      $3,634.58
                  4                $43,615.00      $3,634.58
                  5                $47,580.00      $3,965.00
                  6                $47,580.00      $3,965.00
                  7                $47,580.00      $3,965.00
                  8                $47,580.00      $3,965.00
                  9                $51,545.00      $4,295.42
                  10               $51,545.00      $4,295.42
                  11               $51,545.00      $4,295.42
                  12               $51,545.00      $4,295.42
</TABLE>



                                     -113-
<PAGE>   118

         SECTION 2. Provided Tenant is otherwise in compliance with the terms of
this Lease, the additional rent provided under this Article payable by Tenant
shall fully abate: (i) for the period preceding the first day of the first Rent
Year; and (ii) for the first, second, third and fourth months of the third Rent
Year

         SECTION 3. Tenant's rights to use and occupation of the Storage Space
are subject to its rights to possession of the Demised Premises under the terms
of this Lease. The Storage Space shall be considered part of the Demised
Premises and shall be subject to all of the terms and conditions of this Lease
as applied to the Demised Premises. The Storage Space shall be delivered to
Tenant in its then "as is" condition free of all leases, tenants and/or
occupants and provided further that Landlord shall have removed therefrom all of
Landlord's (or such prior occupant's) furniture, office equipment and any other
articles of personal property located therein. Landlord shall not otherwise be
obligated to perform any work to prepare the Storage Space for Tenant.



                                                  LANDLORD:
                                                  TEXACO INC.


                                                  By: /s/ Paul L. Myers
                                                     --------------------------

                                                  TENANT:
                                                  ATLAS AIR, INC.


                                                  By: /s/ James T. Matheny
                                                     --------------------------



                                     -114-
<PAGE>   119

STATE OF NEW YORK          )
                           )ss:

COUNTY OF WESTCHESTER      )

         On the 9th day of November, in the year 1999, before me personally came
Paul L. Myers to me known, who, being by me duly sworn, did depose and say that
he resides in 120 Prospect Street, Ridgefield, Connecticut; that he is the
General Manager, Corporate Services, Security and Purchasing of Texaco Inc., the
corporation described in and which executed the above instrument; and that he
signed his name thereto by authority of the board of directors of said
corporation.


                                                  /s/ Betty Jean Tighe
                                                  -----------------------------
                                                  Notary Public


STATE OF NEW YORK          )
                           )ss:
COUNTY OF WESTCHESTER      )

         On the 9th day of November in the year 1999, before me personally came
James T. Matheny to me known, who, being by me duly sworn, did depose and say
that he resides in 101 Lynbrook Ave., Point Lookout, New York; that he is the
Executive Vice President, Operations Development of Atlas Air, Inc. the
corporation described in and which executed the above instrument; and that he
signed his thereto by authority of the board of directors of said corporation.



                                                  /s/ Betty Jean Tighe
                                                  -----------------------------
                                                  Notary Public



                                     -115-