Exhibit 10.8

Lease dated September 12, 1997 between Forty Four Eighteen Joint Venture and
Rare Medium, Inc.


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STANDARD FORM OF LOFT LEASE
The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 12TH day of SEPTEMBER 1997, between FOURTY
FOUR EIGHTEEN JOINT VENTURE party of the first part, hereinafter referred to as
LANDLORD, and RARE MEDIUM, INC., a New York corporation party of the second
part, hereinafter referred to as TENANT.

Witnesseth: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the ENTIRE (6TH) FLOOR in the building known as 44-8 WEST 18TH STREET
thru to 47-53 WEST 17TH STREET in the Borough of MANHATTAN, City of New York,
for the term of TEN (10) YEARS and TWO (2) MONTHS (or until such term shall
sooner cease and expire as hereinafter provided) to commence on the 1ST day of
NOVEMBER nineteen hundred and NINETY-SEVEN, and to end on the 31ST day of
DECEMBER two thousand and SEVEN both dates inclusive, at annual rental rates
hereinafter set forth in Article #44 which Tenant agrees to pay in lawful money
of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, in equal monthly installments
in advance on the first day of each month during said term at the office of
Landlord or such other place as Landlord may designate, without any set off or
deduction whatsoever, except that Tenant shall pay the first monthly
installment(s) on the execution hereof (unless this lease be a renewal).
         In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Landlord
pursuant to the terms of another lease with Landlord or with Landlord's
predecessor in interest, Landlord may at Landlord's option and without notice to
Tenant add the amount of such arrearages to any monthly installment of rent
payable hereunder and the same shall be payable to Landlord as additional rent.
         The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:

Rent: 1. Tenant shall pay the rent as above and as hereinafter provided.

Occupancy: 2. Tenant shall use and occupy demised premises for executive and
sales offices for the design of software programs and for no other purpose.

Alterations: 3. Tenant shall make no changes in or to the demised premises of
any nature without Landlord's prior written consent. Subject to the prior
written consent of Landlord, and to the provisions of this article, Tenant at
Tenant's expense, may make alterations, installations, additions or improvements
which are non-structural and which do not affect utility services or plumbing
and electrical lines in or to the interior of the demised premises by using
contractors or mechanics first approved by Landlord. All fixtures and all
paneling, partitions, railings and like installations, installed in the premises
at any time, either by Tenant or by Landlord in Tenant's behalf, shall, upon
installation, become the property of Landlord and shall remain upon and be
surrendered with the demised premises unless Landlord, by notice to Tenant no
later than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Landlord's right thereto and to have them removed by
Tenant, in which event, the same shall be removed from the premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
article shall be construed to give Landlord title to or to prevent Tenant's
removal of trade fixtures, moveable office furniture and equipment, but upon
removal of any such from the premises or upon removal of other installations as
may be required by Landlord, Tenant shall immediately and at its expense, repair
and restore the premises to the condition existing prior to installation and
repair any damage to the demised premises or the building due to such removal.
All properly permitted or required to be removed by Tenant at the end of the
term remaining in the premises after Tenant's removal shall be deemed abandoned
and may, at the election of Landlord, either be retained as Landlord's property
or may be removed from the premises by Landlord at Tenant's expense. Tenant
shall, before making any alterations, additions, installations or improvements,
at its expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Landlord and Tenant agrees to carry and
will cause Tenant's contractors and sub-contractors to carry such workman's


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compensation, general liability, personal and property damage insurance as
Landlord may require. If any mechanic's lien is filed against the demised
premises, or the building of which the same forms a part, for work claimed to
have been done for, or materials furnished to, Tenant, whether or not done
pursuant to this article, the same shall be discharged by Tenant within ten days
thereafter, at Tenant's expense, by filing the bond required by law.
See Addendum

Repairs: 4. Landlord shall maintain and repair the public portions of the
building, both exterior and interior. Tenant shall, throughout the term of this
lease, take good care of the demised premises and the fixtures and appurtenances
therein and at Tenant's sole cost and expense, make all non-structural repairs
thereto as and when needed to preserve them in good working order and condition,
reasonable wear and tear, obsolescence and damage from the elements, fire or
other casualty, excepted. Notwithstanding the foregoing, all damage or injury to
the demised premises or to any other part of the building or to its fixtures,
equipment and appurtenances, whether requiring structural or non-structural
repairs, caused by or resulting from carelessness, omission, neglect or improper
conduct of Tenant, Tenant's servants, employees, invitees or licensees, shall be
repaired promptly by Tenant at its sole cost and expense to the satisfaction of
Landlord reasonably exercised. Tenant shall also repair all damage to the
building and the demised premises caused by the moving of Tenant's fixtures,
furniture or equipment. All the aforesaid repairs shall be of quality or class
equal to the original work or construction. If Tenant fails after ten days
notice to proceed with due diligence to make repairs required to be made by
Tenant, the same may be made by the Landlord at the expense of Tenant and the
expenses thereof incurred by Landlord shall be collectible as additional rent
after rendition of a bill or statement therefor. If the demised premises be or
become infested with vermin, Tenant shall at Tenant's expense, cause the same to
be exterminated from time to time to the satisfaction of Landlord. Tenant shall
give Landlord prompt notice of any defective condition in any plumbing, heating
system or electrical lines located in, servicing or passing through the demised
premises and following such notice, Landlord shall remedy the condition with due
diligence but at the expense of Tenant if repairs are necessitated by damage or
injury attributable to Tenant, Tenant's servants, agents, employees, invitees or
licensees as aforesaid. Except as specifically provided in Article 9 or
elsewhere in this lease, there shall be no allowance to the Tenant for a
diminution of rental value and no liability on the part of Landlord by reason of
inconvenience, annoyance or injury to business arising from Landlord, Tenant or
others making or failing to make any repairs, alterations, additions or
improvements in or to any portion of the building or the demised premises or in
and to the fixtures, appurtenances or equipment thereof. The provisions of this
Article 4 with respect to the making of repairs shall not apply in the case of
fire or other casualty which are dealt with in Article 9 hereof.

Window Cleaning: 5. Tenant will not clean nor require, permit, suffer or allow
any window in the demised premises to be cleaned from the outside in violation
of Section 202 of the New York State 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.

Requirements of Law, Fire Insurance, Floor Loads: 6. Prior to 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 or any similar body which shall impose any
violation, order or duty upon Landlord or Tenant with respect to the demised
premises whether or not arising out of Tenant's use or manner of use thereof, or
with respect to the building if arising out of Tenant's use or manner of use of
the premises or the building (including the use permitted under the lease).
Except as provided in Article 29 hereof, nothing herein shall require Tenant to
make structural repairs or alterations unless Tenant has by its manner of use of
the demised premises or method of operation therein, violated any such laws,
ordinances, orders, rules, regulations or requirements with respect thereto.
Tenant may, after securing Landlord to Landlord's satisfaction against all
damages, interest, penalties and expenses, including, but not limited to,
reasonable attorneys' fees, by cash deposit


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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 appeals 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. Tenant shall not do or permit any act or thing to be done in or to the
demised premises which is contrary to law, or which will invalidate or be in
conflict with public liability, fire or other policies of insurance at any time
carried by or for the benefit of Landlord with respect to the demised premises
or the building of which the demised premises form a part, or which shall or
might subject Landlord to any liability or responsibility to any person or for
property damage, nor shall Tenant keep anything in the demised premises except
as now or hereafter permitted by the Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization or other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect prior to the commencement of
Tenant's occupancy. Tenant shall pay all costs, expenses, fines, penalties or
damages, which may be imposed upon Landlord by reason of Tenant's failure to
comply with the provisions of this article and if by reason of such failure the
fire insurance rate shall, at the beginning of this lease or at any time
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Landlord, as additional rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Landlord which shall have been charged because of
such failure by Tenant, and shall make such reimbursement upon the first day of
the month following such outlay by Landlord. In any action or proceeding wherein
Landlord and Tenant are parties a schedule or "make-up" of rate for the building
or demised premises issued by the New York Fire Insurance Exchange, or other
body making fire insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rate then applicable to said premises. Tenant shall not place a
load upon any floor of the demised premises exceeding the floor load per square
foot area which it was designed to carry and which is allowed by law. Landlord
reserves the right to prescribe the weight and position of all safes, business
machines and mechanical equipment. Such installations shall be placed and
maintained by Tenant, at Tenant's expense, in settings sufficient, in Landlord's
judgment, to absorb and prevent vibration, noise and annoyance.

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

Property--Loss, Damage, Reimbursement, Indemnity: 8. Landlord or its agents
shall not be liable for any damage to property of Tenant or of others entrusted
to employees of the building, nor for loss of or damage to any property of
Tenant by theft or otherwise, nor for any injury or damage to persons or
property resulting from any cause of whatsoever nature, unless caused by or due
to the negligence of Landlord, its agents, servants or employees; nor shall
Landlord or its agents be liable for any such damage caused by other tenants or
persons in, upon or about said building or caused by operations in construction
of any private, public or quasi public work. If at any time any windows of the
demised premises are temporarily closed, darkened or bricked up (or permanently
closed, darkened or bricked up, if required by law) for any reason whatsoever
including, but not limited to Landlord's own acts, Landlord shall not be liable
for any damage Tenant may sustain thereby and Tenant shall not be entitled to
any compensations therefor nor abatement or diminution of rent nor shall the
same release Tenant from its obligations hereunder nor constitute an eviction.
Tenant shall not move any safe, heavy machinery, heavy equipment, bulky matter,
or fixtures into or out of the building without Landlord's prior written
consent. If such safe, machinery, equipment, bulky matter or fixtures requires
special handling, all work in connection therewith shall comply with the
Administrative Code of the City of New York and all other laws and regulations
applicable


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thereto and shall be done during such hours as Landlord may designate. Tenant
shall indemnify and save harmless Landlord against and from all liabilities,
obligations, damages, penalties, claims, costs and expenses for which Landlord
shall not be reimbursed by insurance, including reasonable attorneys fees, paid,
suffered or incurred as a result of any breach by Tenant, Tenant's agents,
contractors, employees, invitees, or licensees, of any covenant or condition of
this lease, or the carelessness, negligence or improper conduct of the Tenant,
Tenant's agents, contractors, employees, invitees or licensees. Tenant's
liability under this lease extends to the acts and omissions of any subtenant,
and any agent, contractor, employee, invitee or licensee of any sub-tenant. In
case any action or proceeding is brought against Landlord by reason of any such
claim, Tenant, upon written notice from Landlord, will, at Tenant's expense,
resist or defend such action or proceeding by counsel approved by Landlord in
writing, such approval not be unreasonably withheld. Rider to be added if
necessary.

Destruction, Fire and Other Casualty: 9. (a) If the demised premises of any part
thereof shall be damaged by fire or other casualty, Tenant shall give immediate
notice thereof to Landlord and this lease shall continue in full force and
effect except as hereinafter set forth. (b) If the demised premises are
partially damaged or rendered partially unusable by fire or other casualty, the
damages thereto shall be repaired by and at the expense of Landlord and the
rent, until such repair shall be substantially completed, shall be apportioned
from the day following the casualty according to the part of the premises which
is usable. (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent shall be proportionately paid
up to the time of the casualty and thenceforth shall cease until the date when
the premises shall have been repaired and restored by Landlord, subject to
Landlord's right to elect not to restore the same as hereinafter provided. (d)
If the demised premises are rendered wholly unusable or (whether or not the
demised premises are damaged in whole or in part) if the building shall be so
damaged that Landlord shall decide to demolish it or to rebuild it, then, in any
of such events, Landlord may elect to terminate this lease by written notice to
Tenant given within 90 days after such fire or casualty specifying a date for
the expiration of the lease, which date shall not be more than 60 days after the
giving of such notice, and upon the date specified in such notice the term of
this lease shall expire as fully and completely as if such date were the date
set forth above for the termination of this lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice however, to Landlord's
rights and remedies against Tenant under the lease provisions in effect prior to
such termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant. Unless Landlord shall serve a
termination notice as provided for herein, Landlord shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Landlord's control. After any such casualty, Tenant
shall cooperate with Landlord's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Landlord that the premises
are substantially ready for Tenant's occupancy. (e) Nothing contained
hereinabove shall relieve Tenant from liability that may exist as a result of
damage from fire or other casualty. Notwithstanding the foregoing, each party
shall look first to any insurance in its favor before making any claim against
the other party for recovery for loss or damage resulting from fire or other
casualty, and to the extent that such insurance is in force and collectible and
to the extent permitted by law, Landlord and Tenant each hereby releases and
waives all right of recovery against the other or any one claiming through or
under each of them by way of subrogation or otherwise. The foregoing release and
waiver shall be in force only if both releasors' insurance policies contain a
clause providing that such a release or waiver shall not invalidate the
insurance and also, provided that such a policy can be obtained without
additional premiums. Tenant acknowledges that Landlord will not carry insurance
on Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, or appurtenances removable by Tenant and agrees that Landlord will
not be obligated to repair any damage thereto or replace the same. (f) Tenant
hereby waives the provisions of Section 227 of the Real Property Law and agrees
that the provisions of this article shall govern and control in lieu thereof.


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Eminent Domain: 10. If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease.

Assignment, Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributees,
executors, administrators, legal representatives, successors and assigns,
expressly covenants that it shall not assign, mortgage or encumber this
agreement, nor underlet, or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Landlord in
each instance. If this lease be assigned or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Landlord may,
after default by Tenant, collect rent from the assignee, under-tenant or
occupant, and apply the net amount collected to the rent herein reserved, but no
such assignment, underletting, occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Landlord to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or underletting. This Article is modified by Article #56.

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

Access to Premises: 13. Landlord or Landlord's agents shall have the right (but
shall not be obligated) to enter the demised premises in any emergency at any
time, and, at other reasonable times, to examine the same and to make such
repairs, replacements and improvements as Landlord may deem necessary and
reasonably desirable to the demised premises or to any other portion of the
building or which Landlord may elect to perform following Tenant's failure to
make repairs or perform any work which Tenant is obligated to perform under this
lease, or for the purpose of complying with laws, regulations and other
directions of governmental authorities, Tenant shall permit Landlord to use and
maintain and replace pipes and conduits in and through the demised premises and
to erect new pipes and conduits therein. Landlord may, during the progress of
any work in the demised premises, take all necessary materials and equipment
into said premises without the same constituting an eviction nor shall the
Tenant be entitled to any abatement of rent while such work is in progress nor
to any damages by reason of loss or interruption of business or otherwise.
Throughout the term hereof Landlord shall have the right to enter the demised
premises at reasonable hours for the purpose of showing the same to prospective
purchasers or mortgagees of the building, and during the last six months of the
term for the purpose of showing the same to prospective tenants. If Tenant is
not present to open and permit an entry into the premises, Landlord or
Landlord's agents may enter the same whenever such entry may be necessary or
permissible by master key or forcibly and provided reasonable care is exercised
to safeguard Tenant's property and such entry shall not render Landlord or its
agents liable therefor, nor in any event shall the obligations of tenant
hereunder be affected. If during the last months of the term Tenant shall have
removed all or substantially all of Tenant's property therefrom, Landlord may
immediately enter, alter, renovate, or redecorate the demised premises without
limitation or abatement of rent, or incurring liability to Tenant for any
compensation and such act shall have no effect on this lease or Tenant's
obligations hereunder. Landlord shall have the right at any time, without the
same constituting an eviction and without incurring liability to Tenant therefor
to change the arrangement and/or location of public entrances, passageways,
doors, doorways, corridors, elevators,


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stairs, toilets, or other public parts of the building and to change the name,
number or designation by which the building may be known.

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

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

Bankruptcy: 16. (a) If at the date fixed as the commencement of the term of this
lease or if at any time during the term hereby demised there shall be filed by
or against Tenant in any court pursuant to any statute either of the United
State or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property and within 60 days thereof, Tenant fails to secure
a dismissal thereof, or if Tenant make an assignment for the benefit of
creditors or petition for or enter into an arrangement, this lease, at the
option of Landlord, exercised within a reasonable time after notice of the
happening of any one or more of such events, may be cancelled an terminated by
written notice to the Tenant (but if any of such events occur prior to the
commencement date, this lease shall be ipso factor cancelled and terminated) and
whether such cancellation and termination occur prior to or during the term,
neither Tenant nor any person claiming through or under Tenant by virtue of any
statute or of any order of any court, shall be entitled to possession or to
remain in possession of the premises demised but shall forthwith quit and
surrender the premises, and Landlord, in addition to the other rights and
remedies Landlord has by virtue of any other provision herein or elsewhere in
this lease contained or by virtue of any statute or rule of law, may retain as
liquidated damages, any rent, security deposit or moneys received by him from
Tenant or others in behalf of Tenant. If this lease shall be assigned in
accordance with its terms, the provisions of this Article 16 shall be applicable
only to the party then owning Tenant's interest in this lease. (b) It is
stipulated and agreed that in the event of the termination of this lease
pursuant to (a) hereof, Landlord shall forthwith, notwithstanding any other
provisions of this lease to the contrary, be entitled to recover from Tenant as
and for liquidated damages an amount equal to the difference between the rent
reserved hereunder for the unexpired portion of the term demised and the fair
and reasonable rental value of the demised premises for the same period. In the
computation of such damages the difference between any installment of rent
becoming due hereunder after the date of termination and the fair and reasonable
rental value of the demised premises for the period for which such installment
was payable shall be discounted to the date of termination at the rate of four
percent (4%) per annum. If such premises or any part thereof be re-let by the
Landlord for the unexpired term of said lease, or any part thereof, before
presentation of proof of such liquidated damage to any court, commission or
tribunal, the amount of rent reserved upon such re-letting shall be deemed to be
the fair and reasonable rental value for the part or the whole of the premises
so re-let during the term of the re-letting. Nothing herein contained shall
limit or prejudice the right of the Landlord to prove for and obtain as
liquidated damages by reason of such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and


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governing the proceedings in which, such damages are to be proved, whether or
not such amount be greater, equal to, or less than the amount of the difference
referred to above.

Default: 17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or if
the demised premises become vacant or deserted; or if the demised premises are
damaged by reason of negligence or carelessness of Tenant, its agents, employees
or invitees; or if any execution or attachment shall be issued against Tenant or
any of Tenant's property whereupon the demised premises shall be taken or
occupied by someone other than Tenant; or if Tenant shall make default with
respect to any other lease between Landlord and Tenant; or if Tenant shall fail
to move into or take possession of the premises within fifteen (15) days after
the commencement of the term of this lease, of which fact Landlord shall be the
sole judge; then, in any one or more of such events, upon Landlord serving a
written ten (10) days notice upon Tenant specifying the nature of said default
and upon the expiration of said ten (10) days, if Tenant shall have failed to
comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said ten (10) day period, and if Tenant shall not have
diligently commenced curing such default within such ten (10) day period, and
shall not thereafter with reasonable diligence and in good faith proceed to
remedy or cure such default, then Landlord may serve a written five (5) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said five (5) days, this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such five (5) day period were the
day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Landlord but Tenant shall remain liable as hereinafter provided. (2) If the
notice provided for in (1) hereof shall have been given, and the term shall
expire as aforesaid; or if Tenant shall make default in the payment of the rent
reserved herein or any item of additional rent herein mentioned or any part of
either or in making any other payment herein required; then and in any of such
events Landlord may without notice, re-enter the demised premises either by
force or otherwise, and dispossess Tenant by summary proceedings or otherwise,
and the legal representative of Tenant or other occupant of demised premises and
remove their effects and hold the premises as if this lease had not been made,
and Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default hereunder
prior to the date fixed as the commencement of any renewal or extension of this
lease, Landlord may cancel and terminate such renewal or extension agreement by
written notice.

Remedies of Landlord and Waiver of Redemption: 18. In case of any such default,
re-entry, expiration and/or dispossess by summary proceedings or otherwise, (a)
the rent shall become due thereupon and be paid up to the time of such re-entry,
dispossess and/or expiration, together with such expenses as Landlord may incur
for legal expenses, attorneys' fees, brokerage, and/or putting the demised
premises in good order, or for preparing the same for re-rental; (b) Landlord
may re-let the premises or any part or parts thereof, either in the name of
Landlord or otherwise, for a term or terms, which may at Landlord's option be
less than or exceed the period which would otherwise have constituted the
balance of the term of this lease and may grant concessions or free rent or
charge a higher rental than that in this lease, and/or (c) Tenant or the legal
representatives of Tenant shall also pay Landlord as liquidated damages for the
failure of Tenant to observe and perform said Tenant's covenants herein
contained, any deficiency between the rent hereby reserved and/or covenanted to
be paid and the net amount, if any, of the rents collected on account of the
lease or leases of the demised premises for each month of the period which would
otherwise have constituted the balance of the term of this lease. The failure of
Landlord to re-let the premises or any part or parts thereof shall not release
or affect Tenant's liability for damages. In computing such liquidated damages
there shall be added to the said deficiency such expenses as Landlord may incur
in connection with re-letting, such as legal expenses, attorneys' fees,
brokerage, advertising and for keeping the demised premises in good order or for
preparing the same for re-letting. Any such liquidated damages shall be paid in
monthly installments by Tenant on the rent day specified in this leases and any
suit brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Landlord to collect the deficiency for any
subsequent month by a similar proceeding. Landlord, in putting the demised
premises in good order or preparing the same for re-rental may, at Landlord's
option, make such alterations, repairs, replacements, and/or decorations in the
demised premises as


<PAGE>


Landlord, in Landlord's sole judgment, considers advisable and necessary for the
purpose of re-letting the demised premises, and the making of such alterations,
repairs, replacements, and/or decorations shall not operate or be construed to
release Tenant from liability hereunder as aforesaid. Landlord shall in no event
be liable in any way whatsoever for failure to re-let the demised premises, or
in the event that the demised premises are re-let, for failure to collect the
rent thereof under such re-letting, and in no event shall Tenant be entitled to
receive any excess, if any, of such net rents collected over the sums payable by
Tenant to Landlord hereunder. In the event of a breach or threatened breach by
Tenant of any of the covenants or provisions hereof, Landlord shall have the
right of injunction and the right to invoke any remedy allowed at law or in
equity as if re-entry, summary proceedings and other remedies were not herein
provided for. Mention in this lease of any particular remedy, shall not preclude
Landlord from any other remedy, in law or in equity. Tenant hereby expressly
waives any and all rights of redemption granted by or under any present or
future laws in the event of Tenant being evicted or dispossessed for any cause,
or in the event of Landlord obtaining possession of demised premises, by reason
of the violation by Tenant of any of the covenants and conditions of this lease,
or otherwise.

Fees and Expenses: 19. If tenant shall default in the observance or performance
of any term or covenant on tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, then,
unless otherwise provided elsewhere in this lease, landlord may immediately or
at any time thereafter and without notice perform the obligation of tenant
thereunder, and if landlord, in connection therewith or in connection with any
default by tenant in the covenant to pay rent hereunder, makes any expenditures
or incurs any obligations for the payment of money, including but not limited to
attorney's fees, in instituting, prosecuting or defending any action or
proceeding, such sums so paid or obligations incurred with interest and costs
shall be deemed to be additional rent hereunder and shall be paid by tenant to
landlord within five (5) days of rendition of any bill or statement to tenant
therefor, and if tenant's lease terms shall have expired at the time of making
of such expenditures or incurring of such obligations, such sums shall be
recoverable by landlord as damages.

No Representations by Landlord: 20. Neither Landlord nor Landlord's agents have
made any representations or promises with respect to the physical condition of
the building, the land upon which it is erected or the demised premises, the
rents, leases, expenses of operation or any other matter or thing affecting or
related to the premises except as herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise except
as expressly set forth in the provisions of this lease. Tenant has inspected the
building and the demised premises and is thoroughly acquainted with their
condition, and agrees to take the same "as is' and acknowledges that the taking
of possession of the demised premises by Tenant shall be conclusive evidence
that the said premises and the building of which the same form a part were in
good and satisfactory condition at the time such possession was so taken, except
as to latent defects. All understandings and agreements heretofore made between
parties hereto are merged in this contract, which alone fully and completely
expresses the agreement between Landlord and Tenant and any executory agreement
hereafter made shall be ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.

End of Term: 21. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Landlord the demised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all its property. Tenant's obligation to observe or perform this covenant
shall survive the expiration or other termination of this lease. If the last day
of the term of this lease or any renewal thereof, falls on Sunday, this lease
shall expire at noon on the preceding Saturday unless it be a legal holiday in
which case it shall expire at noon on the preceding business day.

Quiet Enjoyment: 22. Landlord covenants and agrees with Tenant that upon Tenant
paying the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms


<PAGE>


and conditions of this lease including, but not limited to, Article 33 hereof
and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.

Failure to Give Possession: 23. If Landlord is unable to give possession of the
demised premises on the date of the commencement of the term hereof, because of
the holding-over, or retention of possession of any tenant, undertenant or
occupants, or if the premises are located in a building being constructed
because such building has not been sufficiently completed to make the premises
ready for occupancy or because of the fact that a certificate of occupancy has
not been procured or for any other reason, Landlord shall not be subject to any
liability for failure to give possession on said date and the validity of the
lease shall not be impaired under such circumstances, nor shall the same be
construed in any wise to extend the term of this lease, but the rent payable
hereunder shall be abated (provided Tenant is not responsible for the inability
to obtain possession) until after Landlord shall have given Tenant written
notice that the premises are substantially ready for Tenant's occupancy. If
permission is given to Tenant to enter into the possession of the demised
premises or to occupy premises other than the demised premises prior to the date
specified as the commencement of the term of this lease, Tenant covenants and
agrees that such 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.
The provisions of this article are intended to constitute "an express provision
to the contrary" within the meaning of Section 223-a of the New York Real
Property Law.

No Waiver: 24. The failure of Landlord to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or Regulations set forth or hereafter adopted by Landlord,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been waived by Landlord unless such waiver be in writing
signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly rent herein stipulated shall be deemed to be other than
on account of the earliest stipulated rent, nor shall any endorsement or
statement of any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of such
rent or pursue any other remedy in this lease provided. No act or thing done by
Landlord or Landlord's agents during the term hereby demised shall be deemed an
acceptance of a surrender of said premises and no agreement to accept such
surrender shall be valid unless in writing signed by Landlord. No employee of
Landlord or Landlord's agent shall have any power to accept the keys of said
premises prior to the termination of the lease and the delivery of keys to any
such agent or employee shall not operate as a termination of the lease or a
surrender of the premises.

Waiver of Trial by Jury: 25. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or property damage)
on any matters whatsoever arising out of or in any way connected with this
lease, the relationship of Landlord and Tenant, Tenant's use of or occupancy of
said premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Landlord commences any summary
proceeding for possession of the premises, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding.

Inability to Perform: 26. This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in no wise be affected, impaired or excused
because Landlord is unable to fulfill any of its obligations under this lease or
to supply or is delayed in supplying any service expressly or impliedly to be
supplied or is unable to make, or is delayed in making any repair, additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment or fixtures if Landlord is prevented or delayed from so doing by
reason of strike or labor troubles or any cause whatsoever including, but not
limited to, government preemption in connection with a National Emergency or by
reason of any 


<PAGE>


rule, order or regulation of any department or subdivision thereof of any
government agency or by reason of the conditions of supply and demand which have
been or are affected by war or other emergency.

Bills and Notices: 27. Except as otherwise in this lease provided a bill
statement, notice or communication which Landlord may desire or be required to
give to Tenant, shall be deemed sufficiently given or rendered if in writing,
delivered to Tenant personally or sent by registered mail addressed to Tenant at
the building of which the demised premises form a part or at the last known
residence address or business address of Tenant or left at any of the aforesaid
premises addressed to Tenant, and the time of the rendition of such bill or
statement and of the giving of such notice or communication shall be deemed to
be the time when the same is delivered to Tenant, mailed, or left at the
premises as herein provided. Any notice by Tenant to Landlord must be served by
registered or certified mail addressed to Landlord at the address first
hereinabove given or at such other address as Landlord shall designate by
written notice.

Water Charges: 28. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary lavatory purposes (of which fact Tenant constitutes
Landlord to be the sole judge) Landlord may install a water meter and thereby
measure Tenant's water consumption for all purposes. Tenant shall pay Landlord
for the cost of the meter and the cost of the installation thereof and
throughout the duration of Tenant's occupancy Tenant shall keep said meter and
installation equipment in good working order and repair at Tenant's own cost and
expense in default of which Landlord may cause such meter and equipment to be
replaced or repaired and collect the cost thereof from Tenant. Tenant agrees to
pay for water consumed, as shown on said meter as and when bills are rendered,
and on default in making such payment Landlord may pay such charges and collect
the same from Tenant. Tenant covenants and agrees to pay the sewer rent, charge
or any other tax, rent, levy or charge which now or hereafter is assessed,
imposed or a lien upon the demised premises or the realty of which they are part
pursuant to law, order or regulation made or issued in connection with the use,
consumption, maintenance or supply of water, water system or sewage or sewage
connection or system. The bill rendered by Landlord shall be payable by Tenant
as additional rent. If the building or the demised premises or any part thereof
be supplied with water through a meter through which water is also supplied to
other premises Tenant shall pay to Landlord as additional rent, on the first day
of each month, $50.OO of the total meter charges, as Tenant's portion.
Independently of and in addition to any of the remedies reserved to Landlord
hereinabove or elsewhere in this lease, Landlord may sue for and collect any
monies to be paid by Tenant or paid by Landlord for any of the reasons or
purposes hereinabove set forth.

Sprinklers: 29. Anything elsewhere in this lease to the contrary
notwithstanding, if the New York Board of Fire Underwriters or the New York Fire
Insurance Exchange or any bureau, department or official of the federal, state
or city government require or recommend the installation of a sprinkler system
or that any changes, modifications, alterations, or additional sprinkler heads
or other equipment be made or supplied in an existing sprinkler system by reason
of Tenant's business, or the location of partitions, trade fixtures, or other
contents of the demised premises, or for any other reason, or if any such
sprinkler system installations, changes, modifications, alterations, additional
sprinkler heads or other such equipment, become necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate set by any said Exchange or by any fire
insurance company. Tenant shall, at Tenant's expense, promptly make such
sprinkler system installations, changes, modifications, alterations, and supply
additional sprinkler heads or other equipment as required whether the work
involved shall be structural or nonstructural in nature. Tenant shall pay to
Landlord as additional rent the sum of $150.00, on the first day of each month
during the term of this lease, as Tenant's portion of the contract price for
sprinkler supervisory service.

Elevators, Heat, Cleaning: 30. As long as Tenant is not in default under any of
the covenants of this lease Landlord shall: (a) provide necessary elevator
facilities on business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m.
to 1 p.m.; (b) furnish heat to the demised premises, when and as required by law
on business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.;
(c) at Landlord's expense cause to be kept clean the public halls and public
portions of the building, which are used in common by all tenants. Tenant shall
at Tenant's expense, keep the


<PAGE>


demised premises clean and in order, to the satisfaction of Landlord and for
that purpose shall employ the person or persons or corporation approved by
Landlord. Tenant shall pay to Landlord the cost of removal of any of Tenant's
refuse and rubbish from the building. Bills for the same shall be rendered by
Landlord to Tenant at such time as Landlord may elect and shall be due and
payable when rendered, and the amount of such bills shall be deemed to be, and
be paid as, additional rent. Tenant shall, however, have the option of
independently contracting for the removal of such rubbish and refuse in the
event that Tenant does not wish to have same done by employees of Landlord.
Under such circumstances, however, the removal of such refuse and rubbish by
others shall be subject to such rules and regulations as, in the judgment of
Landlord, are necessary for the proper operation of the building. Landlord
reserves the right to stop service of the heating, elevator, plumbing and
electric systems, when necessary, by reason of accident, or emergency, or for
repairs, alterations, replacements or improvements, in the judgment of Landlord
desirable or necessary to be made, until said repairs, alterations, replacements
or improvements shall have been completed. And Landlord shall have no
responsibility or liability for failure to supply heat, elevator, plumbing and
electric service, during said period or when prevented from so doing by strikes,
accidents or by any cause beyond Landlord's control, or by laws, orders or
regulations of any Federal, State or Municipal Authority, or failure of coal,
oil or other suitable fuel supply, or inability by exercise of reasonable
diligence to obtain coal, oil or other suitable fuel. If the building of which
the demised premises are a part supplies manually operated elevator service,
Landlord may proceed with alterations necessary to substitute automatic control
elevator service upon ten (10) day written notice to Tenant without in any way
affecting the obligations of Tenant hereunder, provided that the same shall be
done with the minimum amount of inconvenience to Tenant, and Landlord pursues
with due diligence the completion of the alterations.

Security: 31. Tenant has deposited with Landlord the sum of $30,400.00 as
security for the faithful performance and observance by Tenant of the terms,
provisions and conditions of this lease; it is agreed that in the event Tenant
defaults in respect of any of the terms, provisions and conditions of this
lease, including, but not limited to, the payment of rent and additional rent,
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 sum as to which Tenant is in default or for any sum which Landlord
may expend or may be required to expend by reason of Tenant's default in respect
of any of the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the re-letting of the premises, whether
such damages or deficiency accrued before or after summary proceedings or other
re-entry by Landlord. In the event that Tenant shall fully and faithfully comply
with all of the terms, provisions, covenants and conditions of this lease, the
security shall be returned to Tenant after the date fixed as the end of the
Lease and after delivery of entire possession of the demised premises to
Landlord. In the event of a sale of the land 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; and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new Landlord. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and that neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance. See Article #55.

Captions: 32. The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provision thereof.

Definitions: 33. The term "Landlord" as used in this lease means only the owner,
or the mortgagee in possession, for the time being of the land and building (or
the owner of a lease of the building or of the land and building) of which the
demised premises form a part, so that in the event of any sale or sales of said
land and building or of said lease, or in the event of a lease of said building,
or of the land and building, the said Landlord shall be and hereby is entirely
freed and relieved of a1l covenants and obligations of Landlord hereunder, and
it shall be deemed an construed without further agreement between the parties or
their successors in interest, or between the parties and


<PAGE>


the purchaser, at any such sale, or the said lessee of the building, or of the
land and building, that the purchaser or the lessee of the building, or of the
land and building, that the purchaser or the lessee of the building has assumed
and agreed to carry out any and all covenants and obligations of Landlord
hereunder. The words "re-enter" and re-entry" as used in this lease are not
restricted to their technical legal meaning. The term "business days" as used in
this lease shall exclude Saturdays (except such portion thereof as is covered by
specific hours in Article 30 hereof), Sundays and all days observed by the State
or Federal Government as legal holidays and those designated as holidays by the
applicable building service union employees service contract or by the
applicable Operating Engineers contract with respect to HVAC service.

Adjacent Excavation--Shoring: 34. If an excavation shall be made upon land
adjacent to the demised premises, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work as
said person shall deem necessary to preserve the wall or the building of which
demised premises form a part from injury or damage and to support the same by
proper foundations without any claim for damages or indemnity against Landlord,
or diminution or abatement of rent.

Rules and Regulations: 35. Tenant and Tenant's servants, employees, agents,
visitors, and licensees shall observe faithfully, and comply strictly with, the
Rules and Regulations and such other and further reasonable Rules and
Regulations as Landlord or Landlord's agents may from time to time adopt. Notice
of any additional rules or regulations shall be given in such manner as Landlord
may elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Landlord or Landlord's agents, the
parties hereto agree to submit the question of the reasonableness of such Rule
or Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon Landlord within ten (10) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Landlord any duty or obligation to enforce the Rules
and Regulations or terms, covenants or conditions in any other lease, as against
any other tenant and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees.

Glass: 36. Landlord shall replace, at the expense of Tenant, any and all plate
and other glass damaged or broken from any cause whatsoever in and about the
demised premises. Landlord may insure, and keep insured, at Tenant's expense,
all plate and other glass in the demised premises for and in the name of
Landlord. Bills for the premiums therefor shall be rendered by Landlord to
Tenant at such times as Landlord may elect, and shall be due from, and payable
by, Tenant when rendered, and the amount thereof shall be deemed to be, and be
paid as, additional rent.

Successors and Assigns: 37. The covenants, conditions and agreements contained
in this lease shall bind and inure to the benefit of Landlord and Tenant and
their respective heirs, distributees, executors, administrators, successors, and
except as otherwise provided in this lease, their assigns.

Riders containing Articles #38 through #58 inclusive, annexed hereto and forming
part of this lease.

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

                              IMPORTANT-PLEASE READ

RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE
WITH ARTICLE 35.


<PAGE>


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

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

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

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

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

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

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

8. Freight, furniture, business equipment, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only



<PAGE>


during hours and in a manner approved by Landlord. Landlord reserves the right
to inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations or the
lease of which these Rules and Regulations are a part.

9. No Tenant shall obtain for use upon the demised premises ice, drinking water,
towel and other similar services, or accept barbering or bootblacking services
in the demised premises, except from persons authorized by Landlord, and at
hours and under regulations fixed by Landlord. Canvassing, soliciting, and
peddling in the building is prohibited and each Tenant shall co-operate to
prevent the same.

10. Landlord reserves the right to exclude from the building between the hours
of 6 P.M. and 8 A.M and at all hours on Sundays, and legal holidays all persons
who do not present a pass to the building signed by Landlord. Landlord will
furnish passes to persons for whom any Tenant requests same in writing. Each
Tenant shall be responsible for all persons for whom he requests such pass and
shall be liable to Landlord for all acts of such persons.

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

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


RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated SEPTEMBER 12, 1997, Premises ENTIRE 6TH FLOOR - 44-8 WEST l8TH
STREET thru to 47-53 WEST 17TH STREET Between FORTY FOUR EIGHTEEN JOINT VENTURE
as Landlord and RARE MEDIUM, INC. as Tenant.

38. It is specifically understood and agreed that this lease is offered to the
Tenant for signature by the Managing Agent of the building solely in its
capacity as such Agent and subject to the Landlord's acceptance and approval,
and that the Tenant has hereunto affixed its signature with the understanding
that the said lease shall not in any way bind the Landlord or its Agent until
such time as the Landlord has approved said lease and same is executed and
delivered to the Tenant.

39. The Tenant will indemnify and save harmless the Landlord from and against
any and all liability, penalties, losses, damages, expenses, suits and judgments
arising from injury during the term of this lease to person or property of any
nature, in the building of which the demised premises form a part from any
matter or thing growing out of the use or occupation of the demised premises and
the Tenant agrees throughout the term of this lease to keep the Landlord insured
against General Public Liability in limits of $1,000,000. per person,
$3,000,000. per incident and against Property Damage in the amount of $500,000.
Such policies of insurance and certificates thereof shall be obtained by the
Tenant and delivered to the Landlord showing the payment of the premium thereon.
On the failure of the Tenant to obtain and pay for such insurance, the Landlord
may, but shall not be obligated to, procure the same and pay the premiums
thereon, and the cost thereof shall be added to the monthly rent next due and
shall be collectible as additional rent.

40. Prior to installing new or additional air conditioning unit or units in the
premises, the Tenant shall first obtain the written consent of the Landlord or
its Managing Agent. Tenant shall pay for all electrical current consumed in


<PAGE>


the operation thereof. In the event such unit or units utilize circulating
water, it shall be equipped with an approved water conserving device and in
connection therewith, Tenant shall install and maintain in good working order,
at its own cost and expense, a water meter which shall meter all make-up water
used in such air conditioning equipment and shall pay for such water as per
meter reading and in addition thereto, sewerage or any other charge, tax or levy
which now or hereafter is imposed by the City of New York in connection with
said use of water. Any charge for electricity or water consumed as herein
provided, shall be deemed to be additional rent and payable as such.

41. If the Landlord or any successor in interest be an individual, joint
venture, tenancy in common, co-partnership, unincorporated association, or other
unincorporated aggregate of individuals (all of which are referred to below,
individually and collectively, as an "unincorporated Landlord"), then, anything
elsewhere to the contrary notwithstanding, Tenant shall look solely to the
estate and property of such unincorporated Landlord in the land and building of
which the leased premises are a part, for the satisfaction of Tenant's remedies
for the collection of a judgment (or other judicial process) requiring the
payment of money by Landlord in the event of any default or breach by Landlord
with respect to any of the terms, covenants and conditions of the lease to be
observed and/or performed by Landlord, and no other property or assets of such
unincorporated Landlord shall be subject to levy, execution or other enforcement
procedure for the satisfaction of Tenant's remedies.

42. The provisions of Article #19 of this lease shall apply to any action or
special proceeding the Landlord may institute should the Tenant fail to vacate
the premises at the expiration of the term of this lease.

43.      (a) For the purpose of this Article, the term "lease year" shall mean
the period of twelve (12) months commencing with the term commencement date and
ending on the following OCTOBER 31ST and each successive period of twelve (12)
months thereafter during the term. The term "base year" as applied to real
estate taxes, shall mean the City tax year July 1, 1998 to June 30, 1999.

         (b) In the event that the real estate taxes payable with respect to the
building and the land on which it is located, during any lease year shall be
greater than the amount of such taxes due and payable during the base year,
whether by reason of an increase in either the tax rate or the assessed
valuation or by reason of the levy, assessment or imposition of any tax on real
estate as such, not now levied, assessed or imposed, or for any other reason,
Tenant shall pay to Landlord, as additional rent for the lease year in which
such increase occurs, an amount equal to 8 1/3% of the difference between the
amount of such tax or installment and the corresponding tax or installment paid
during the base year. Such additional rent shall be paid in twelve (12) equal
monthly installments beginning on the first day of the month next succeeding
receipt by the Tenant of a bill therefor. The amount of such taxes actually paid
by Landlord during the base year shall determine the amount of additional rent
payable under this paragraph (b) until, as the result of a final determination
in legal proceedings or otherwise, the amount of such taxes shall be reduced. In
the event of such final determination, the reduced amount of such taxes shall
thereafter be the base tax upon which shall be determined the amount of
additional rent payable by Tenant pursuant to this paragraph (b), the additional
rent theretofore payable hereunder shall be recomputed on the basis of such
reduction, unless the taxes for any subsequent year exceeds the original tax
prior to reduction, in which event the base tax shall be the original tax and
Tenant shall pay to the Landlord such additional rent in twelve (12) equal
monthly installments after being billed therefor, any deficiency between the
amount of such additional rent as theretofore computed and the amount thereof
due as the result of such recomputation. If Landlord shall be the lessee under
an underlying lease, the term "real estate taxes" as used in this paragraph (b)
shall be deemed to mean and include the amounts payable as additional rental
under said underlying lease based on the taxes payable with respect to said
building and land.

         (c) If the amount of additional rent payable by Tenant pursuant to the
foregoing paragraph (b) shall be affected by any application filed by or on
behalf of Landlord for a reduction in the assessed valuation of the said
building and land or by any proceedings instituted by or on behalf of Landlord
in a court of competent jurisdiction for judicial review of said assessed
valuation, and if, after Tenant shall have made a payment of additional rent
under said paragraph (b) Landlord shall receive a refund of any portion of the
real estate taxes on which such


<PAGE>


payment shall have been based as the result of any such application or
proceeding, Landlord shall pay to Tenant 8 1/3% of the refund less any amount
owing by Tenant for expenses in connection therewith as provided in the
preceding sentence. Nothing in this paragraph (c) contained shall be deemed or
construed to require Landlord to pay to Tenant any portion of a refund of taxes
paid by Landlord during the base year.

44. The Tenant shall pay the following annual rental rates during the term of
this lease in the manner set forth in this lease:

$150,000. ($12,500.00 per mo.) from MAY 1, 1998 to APRIL 30, 1999;

$154,500. ($12,875.00 per mo.) from MAY 1, 1999 to APRIL 30, 2000;

$159,135. ($13,261.25 per mo.) from MAY 1, 2000 to APRIL 30, 2001;

$163,909. ($13,659.09 per mo.) from MAY 1, 2001 to APRIL 30, 2002;

$168,826. ($14,068.86 per mo.) from MAY 1, 2002 to OCTOBER 31, 2002;

$198,826. ($16,568.86 per mo.) from NOVEMBER 1, 2002 to APRIL 30, 2003;

$204,801. ($17,066.78 per mo.) from MAY 1, 2003 to APRIL 30, 2004;

$210,945. ($17,578.79 per mo.) from MAY 1, 2004 to APRIL 30, 2005;

$217,274. ($18,106.15 per mo.) from MAY 1, 2005 to APRIL 30, 2006;

$223,792. ($18,649.34 per mo.) from MAY 1, 2006 to APRIL 30, 2007; and

$230,506. ($19,208.82 per mo.) from MAY 1, 2007 to DECEMBER 31, 2007,

(each being the base rent for the period involved).

45. If Tenant holds over in possession after the expiration or sooner
termination of the original term or of any extended term of this lease, such
holding over shall not be deemed to extend the term or renew the lease, but such
holding over thereafter shall continue upon the covenants and conditions herein
set forth except that the charge for use and occupancy of such holding over for
each calendar month or part thereof (even if such part shall be a small fraction
of a calendar month) shall be the sum of:

         (a) 1/12 of the highest base annual rental rate set forth on page one
             of this lease times 2.5, plus
         (b) 1/12 of all other items of annual additional rental, which annual
             additional rental would have been payable pursuant to this lease
             had this lease not expired, plus
         (c) those other items of additional rent (not annual additional rent)
             which would have been payable monthly pursuant to this lease, had
             this lease not expired,

         which total sum Tenant agrees to pay to Landlord promptly upon demand,
         in full, without setoff or deduction. Neither the billing nor the
         collection of use and occupancy in the above amount shall be deemed a
         waiver of any right of Landlord to collect damages for Tenant's failure
         to vacate the demised premises after the expiration or sooner
         termination of this lease.

         The aforesaid provisions of this Article shall survive the expiration
or sooner termination of this lease.


<PAGE>


46. Tenant's obligation to pay additional rent under this lease for the final
lease year shall survive the expiration of the term of this lease, and any
additional rent due for any partial lease year shall be prorated.

47.  If tenant is late in making any payment due to Landlord from Tenant under
     this lease for ten (10) or more days, Tenant shall pay Landlord a late
     charge of $.05 for each $1.00 which remains unpaid after such period to
     compensate Landlord for additional expense in processing such late payment.
     In addition, if Tenant is late in making any payment due to Landlord under
     this lease for ten (10) or more days, then interest shall become due and
     owing on such payment and shall be paid by Tenant to Landlord from the date
     when it was due until the date payment is made, computed at a rate equal to
     the lesser of eighteen (18%) per cent per annum or the highest rate
     permitted by law.

48. All charges which are the obligation of the Tenant shall be additional rent
and collectible as such.

49. The Landlord agrees to accept checks in payment of any obligations of the
Tenant under this lease provided, however, they are drawn on a bank, which has
an office or branch in the city of New York. In the event any check tendered in
payment of rent or additional rent is dishonored for any reason whatsoever, its
substitute shall be a certified or bank check and all future checks tendered to
the Landlord shall be certified or bank checks.

50. Every notice, invoice, or demand given by the Landlord to the Tenant for any
item of additional rent under this lease shall be conclusive and building upon
the Tenant unless within 30 days after the giving of such notice, invoice, or
demand the Tenant shall notify the Landlord in writing as required by the
pertinent provision of this lease that the Tenant disputes the correctness of
the notice, invoice, or demand, specifying the particular item claimed to be
incorrect. In the event the dispute shall not thereafter be settled by agreement
between the parties within 30 days thereafter the Landlord shall within the next
90 days institute a summary proceeding or an action to determine the issue.
During the pendency of such action or proceeding the Tenant shall pay all of the
items on such notice, invoice, or demand including the disputed items without
prejudice to Tenant's position on such disputed items and in the event there is
a final determination in the Tenant's favor the Landlord shall forthwith refund
to the Tenant the amount overpaid.

51. It is understood and agreed that the Tenant shall have possession of the
demised premises on or before NOVEMBER 1, 1997, free of base rent through APRIL
30, 1998, and at one-half the base rent for the period of MAY 1, 1998 through
FEBRUARY 28, 1999, otherwise subject to the terms and conditions hereof, and
with the express understanding that the Tenant shall pay all items of additional
rent and other charges reserved under this lease commencing with the date the
Tenant receives an executed copy of this lease, provided however, that in the
event Tenant defaults in fulfilling any of the monetary terms of this lease at
any time during the term or defaults in the payment of rent or additional rent
after the free rent period, the rent for the entire free rent period shall
immediately become due and payable. Any defaults shall be subject to applicable
cure periods.

52. Tenant represents that it dealt with no broker except WILLIAMS REAL ESTATE
CO. INC. Tenant agrees to hold Landlord and ADAMS & CO. REAL ESTATE, INC.
harmless from and against any and all claims or demands for brokerage
commissions arising out of or in connection with the execution of this lease or
any conversations or negotiations thereto with any broker other than the above
named broker.

53. Upon the execution of this lease the Tenant shall furnish to the Landlord a
list of all of its officers and their respective residence addresses. If during
the term of this lease there is any change in the officers or addresses, the
Landlord shall be notified of the same within five (5) days thereafter. This is
a substantial obligation of this lease.

54. The Tenant hereby agrees to pay as additional rent the monthly charge of
$74.76 in the manner provided for in this lease for the payment of rent, as
Tenant's contribution toward the Landlord's cost for furnishing guard service in


<PAGE>


the passenger lobby of the building Monday through Friday five (5) days per week
during the hours from 9:30 A.M. to 5:30 P.M. In the event the Landlord's cost
for such service is increased, the Tenant agrees to pay its proportionate shares
of such increase. The Tenant understands that the Landlord is not obligated to
maintain this service and Landlord may discontinue this additional service at
any time without notice to the Tenant at which time the Tenant's contribution
shall cease.

55. The security as set forth in Article #31 hereof shall be deposited in the
Emigrant Savings Bank located at 5 East 42nd Street, New York, NY 10017, in an
interest-bearing account and the interest earned thereon shall accrue to Tenant
less 1% to be retained by the Landlord as an administrative charge.

56. (A) Subject to the provisions of paragraph (F) of this Article, the
provisions of Article #11 of this lease are amended to the extent that, Landlord
agrees that it will not withhold its consent unreasonably to a subletting of the
entire demised premises or an assignment of this lease provided that (a) as to a
sublease, Tenant delivers to Landlord a copy of the proposed sublease in form to
be executed, together with reasonably detailed statements of the proposed
subtenant's business and financial references; (b) as to an assignment, Tenant
delivers to Landlord reasonably detailed statements of the proposed assignee's
business and financial references; (c) the purpose for which the proposed
subtenant of assignee intends to use the demised premises are uses expressly
permitted by and not expressly prohibited by this lease; (d) the date when the
proposed sublease or assignment is to become effective is at least 30 days after
the submission to Landlord of the aforesaid documentation; (e) Tenant shall not
be in default in the performance of any of its obligations under this lease; (f)
the proposed subtenant or assignee is not then a tenant of any space in the
building of which the demised premises form a part; (g) no advertisement with
respect to the demised premises shall quote a rental below that of the demised
premises or comparable space in the building; (h) any request for consent to
such subletting or assignment shall be made by notice pursuant to the provisions
of Article #27 of this lease.

     (B) Any such subletting or assignment shall not release the Tenant herein
from any liability or responsibility under the terms, covenants or conditions of
the within lease.

     (C) It is expressly agreed that in the event of an assignment, the Assignee
shall assume all the obligations of the lease jointly with the Tenant herein,
and the Tenant shall deliver to the Landlord a duplicate-original of such
assignment and the assumption by the Assignee, duly executed and acknowledged by
the Tenant and such Assignee as soon as same has been executed.

     (D) No further or additional subletting of the demised premises or
assignment of this lease shall be made, except with the prior written approval
of the Landlord pursuant to this Article.

     (E) It is further understood and agreed that the Tenant shall designate
Adams & Co. Real Estate, Inc. as Tenant's exclusive Agent to effect any sublet,
assignment or release, and Tenant shall pay to Adams & Co. Real Estate, Inc.
upon the execution of such subleasing, assignment or release, a commission
compute in accordance with the rates and rules established by Adams & Co. Real
Estate, Inc. Such exclusive shall be limited to ninety (90) days only, after
Tenant submits a request.

     (F) Notwithstanding the provisions of this Article, in the event Tenant
requests Landlord's consent to a subletting of the entire demised premises or an
assignment of this lease, Landlord shall have the right to cancel and terminate
this lease as of the effective date set for such proposed subletting or
assignment by giving Tenant notice to that effect within 30 days from the
receipt of such request and thereupon, on such effective date, this lease shall
terminate and come to an end as though that were the date originally set forth
for the termination of this lease. Tenant agrees to vacate and surrender
possession of the premises to the Landlord on or before said date, leaving same
broom clean, in good order and condition. Thereupon, both parties will be
released and relieved from further liability under the within lease, except that
Tenant's obligation to perform all of the terms, obligations


<PAGE>


and covenants, including the obligation to pay rent and additional rent, up to
and including the date of termination, shall survive such termination.

See Addendum

57. Subject to all of the terms and conditions of Article #3 of the within
lease, permission is hereby granted to the Tenant to make, at its own cost and
expense, all alterations, improvements and installations in the demised
premises.

          Prior to the commencement of any and all work and installations,
Tenant shall submit to the Landlord or its Managing Agent, for its approval in
writing, plans and specifications for all work and installations, which approval
Landlord agrees shall not be unreasonably withheld or delayed. All work shall be
in strict conformity with all rules, regulations and ordinances of any
governmental authority or bureau having jurisdiction thereof, including the New
York Board of Fire Underwriters or any other similar body, and the Tenant agrees
to procure any permits needed in connection with such work prior to the
commencement thereof. In the event the Tenant is required to do any work in
connection with the building sprinkler system, water and/or electrical risers or
any other building riser or facility, the Tenant agrees that all work in
connection therewith shall be done by plumbing, electrical, sprinkler and/or
other contractors designated by the Landlord at the Tenant's sole cost. Tenant
further agrees that it shall require its contractors and/or subcontractors to
furnish the Landlord with Certificates of Insurance for Workers' Compensation,
Public Liability and Property Damage, as provided for in Article #3 of this
lease and otherwise comply with the terms and conditions of this lease and
particularly Article #3 thereof.

58. In consideration of the Tenant, at its own cost and expense, doing work in
the demised premises and upon the completion of such work and the presentation
by the Tenant to the Landlord of receipted bills for all such work as evidence
that same has been paid for, the Landlord agrees to grant to the Tenant an
allowance in an amount not to exceed the sum of SIXTY THOUSAND ($60,000.)
DOLLARS against the actual cost of such work and the presentation of said
receipted bills.

         The allowance shall be paid to the Tenant as follows: Upon completion
of work, the Tenant shall provide Landlord with a copy of all invoices.
Landlord, or its representative shall then have a period of ten (10) days to
inspect and approve the work, and upon such approval, Landlord shall promptly
pay to the Tenant the amount of such invoice subject to the maximum amount of
the allowance.

ADDENDUM to ARTICLE #3:

Tenant may, without Landlord's prior written consent, make non-structural
changes not to exceed $5,000.

ADDENDUM to ARTICLE #12:

Landlord shall provide 8 watts per square foot of electricity.

ADDENDUM to ARTICLE #15:

Landlord represents that the use set forth in Article #2 of this lease is a duly
authorized use of the premises.

ADDENDUM to ARTICLE #30:

Notwithstanding the hours mentioned in Article #30, the Tenant shall have access
to the demised premises seven (7) days per week, twenty-four (24) hours per day.

ADDENDUM to ARTICLE #56:


<PAGE>


Any assignment or subletting pursuant to a merger, consolidation or acquisition
of or by the Tenant and to any affiliate, subsidiary or parent of the Tenant or
of any successor in interest of the Tenant or of a bona fide sale of Tenant's
business, shall not be subject to the provisions of subparagraphs (E) and (F) of
this Article.


                                   ELECTRICITY

(a)  Tenant may make its own arrangements with the public utility company
     servicing the demised premises for the payment of all charges for
     electricity consumed at the demised premises by Tenant. In no event shall
     Landlord be responsible for charges for electricity consumed at the demised
     premises by Tenant. Notwithstanding the foregoing, if electric current be
     supplied by Landlord, which Landlord reserves the right to do at its sole
     option, Tenant covenants and agrees to purchase the same from Landlord or
     Landlord's designated agent at terms and rates set by Landlord in
     subparagraph (b) below. Where more than one meter measures the service of
     Tenant in the building, the service rendered through each meter may be
     computed and billed separately in accordance with the rates herein. Bills
     therefor shall be rendered at such times as Landlord may elect in the
     amount computed from a meter. In the event that such bills are not paid
     within fifteen (15) days after the same are rendered, the Landlord may,
     without further notice, discontinue the service of electric current to the
     demised premises without releasing Tenant from any liability under this
     lease and without Landlord or Landlord's agent incurring any liability for
     any damage or loss sustained by Tenant by such discontinuance of service.
     Landlord shall not in any wise be liable or responsible for any loss or
     damage or expense which Tenant may sustain or incur if either the quantity
     or character of electric service is changed or is no longer available or
     suitable for Tenant's electrical requirements. Any riser or risers to
     supply Tenant's electrical requirements, upon written request of Tenant,
     will be installed by Landlord, at the sole cost and expense of Tenant, if,
     in Landlord's sole judgment, the same are necessary and will not cause
     permanent damage or injury to the building or 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. In addition to the installation
     of such riser or risers, Landlord will also at the sole cost and expense of
     Tenant, install all other equipment proper and necessary in connection
     therewith subject to the aforesaid terms and conditions. Tenant covenants
     and agrees that at all times its use of electric current shall never exceed
     the capacity of existing feeders to the building or the risers or wiring
     installations. Landlord may discontinue any of the aforesaid services upon
     thirty (30) days notice to Tenant without being liable to Tenant therefor
     or without in any way affecting this lease or the liability of Tenant
     hereunder or causing a diminution of rent and the same shall not be deemed
     to be lessening or diminution of services within the meaning of any law,
     rule or regulation now or hereafter enacted, promulgated or issued. In the
     event Landlord gives such notice of discontinuance Landlord shall permit
     Tenant to receive such service direct from a public utility company. Tenant
     shall make no alteration or addition to the electric equipment and/or
     appliances without prior written consent of Landlord in each instance. If
     any tax is imposed upon Landlord's receipt from the sale or resale of
     electrical energy or gas or telephone service to Tenant by any Federal,
     State or Municipal Authority, Tenant covenants and agrees that, where
     permitted by law, Tenant's pro-rata share of such taxes shall be passed on
     to, and included in the bill and paid by Tenant to Landlord.

(b)  The Tenant shall purchase electricity from the Landlord or Landlord's Agent
     at a charge which shall be computed by adding 10% to the total of (1) the
     meter readings for energy use, the demand, and fuel adjustments under
     Consolidated Edison Service Classification 4 or like or similar rate by any
     other utility company servicing the building, and (2) all taxes imposed on
     each of such components plus sales tax. All charges incurred by the Tenant
     under this Article shall be additional rent and collectible by the Landlord
     as such.