<PAGE>

================================================================================

LEASE

================================================================================


                    W12/14 WALL ACQUISITION ASSOCIATES LLC,

                                                           AS LANDLORD

                                       TO

                              WAMEX HOLDINGS, INC.,

                                                           AS TENANT

                         PREMISES: PORTION OF FLOOR 8A
                     AT 14 WALL STREET, NEW YORK, NEW YORK
================================================================================


<PAGE>

                               TABLE OF CONTENTS
                                    TO RIDER
<TABLE>
<CAPTION>

<S> <C>                                                                  <C>
37. CONFLICTS .............................................................1

38. TERM; RENTAL ..........................................................1

39. ADJUSTMENTS OF RENT ...................................................3

40. USE ...................................................................5

41. AS-IS CONDITION .......................................................6

42. TENANT'S CHANGES ......................................................8

43. HAZARDOUS MATERIALS; ADA; CLASS E SYSTEM .............................10

44. ELECTRICITY ..........................................................11

45. HEAT AND AIR-CONDITIONING ............................................14

46. LANDLORD'S OTHER SERVICES ............................................15

47. CLEANING .............................................................16

48. ASSIGNMENT AND SUBLETTING ............................................16

49. INSURANCE ............................................................22

50. SUBORDINATION ........................................................24

51. FURTHER PROVISIONS AS TO DEFAULT .....................................25

52. SECURITY DEPOSIT .....................................................27

53. ARBITRATION ..........................................................29

54. ESTOPPEL CERTIFICATES ................................................29

55. BROKER ...............................................................29

56. HOLDING OVER .........................................................30

57. NOTICES ..............................................................30

58. THE LOWER MANHATTAN PLAN .............................................31

59. INTENTIONALLY OMITTED ................................................33

60. ICP ..................................................................33

61. MISCELLANEOUS ........................................................34

EXHIBIT A Floor Plan of Unit A ...........................................38
</TABLE>


<PAGE>


                         STANDARD FORM OF OFFICE LEASE

            AGREEMENT OF LEASE, made as of this ____ day of April, 2000, between
W12/14 WALL ACQUISTION ASSOCIATES LLC ("Owner" or "Landlord"), a New York
limited liability company having an office c/o Stellar Management Co., 156
William Street, New York, New York 10038, party of the first part, and WAMEX
HOLDINGS, INC. ("Tenant"), a Delaware corporation having an address at One World
Trade Center, New York, New York 10005, party of the second part.



            WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires
from landlord, a portion of the rentable area of floor 8A consisting of 8,404
rentable square feet, designated as Unit "A" on the floor plan annexed hereto as
Exhibit A and made a part hereof (hereinafter called the "premise" or the
"demised premise" of the "Demised Premises"), in the building known as 14 Wall
Street (hereinafter called the "Building" or "Building"), in the Borough of
Manhattan, City of New York, for the term and at the rental set forth in Article
38 hereto.


            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.

MAINTENANCE AND REPAIRS:


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


WINDOW CLEANING:

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

REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOADS:

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


<PAGE>


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

END OF TERM:

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

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

FAILURE TO GIVE POSSESSION:

24.         If Owner is unable to give possession of the demised premises on the
date of the commencement of the term hereof, because of the holding-over or
retention of possession of any tenant, undertenant or occupants or if the
demised premises are located in a building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or for any other reason, Owner shall not be subject to any liability
for failure to give possession on said date and the validity of the lease shall
not be impaired under such circumstances, not shall the same be construed in any
wise to extend the term of this lease, but the rent payable hereunder shall be
abated (provided Tenant is not responsible for Owner's inability to claim
possession or complete construction) until after Owner shall have given Tenant
written notice that the Owner is able to deliver possession in condition
required by this lease. If permission is given to Tenant to enter into the
possession of the 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 possession and/or occupancy shall
be deemed to be under all the terms, covenants, conditions and provisions of
this lease except the obligation to pay the fixed normal rent set forth in the
preamble to this lease. The provisions of this article are intended to
constitute "an express provision to the contrary" which the meaning of Section
223-a of the New York Real Property Law.

NO WAIVER:

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

WAIVER OF TRIAL BY JURY:

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


INABILITY TO PERFORM:

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

BILLS AND NOTICES:

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

CAPTIONS:

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

DEFINITIONS:

30.         The term "office", or "offices", wherever used in this lease, shall
not be construed to mean premises used as a store or stores, for the sole or
display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, barber shop, or for other
similar purposes or for manufacturing. The term "Owner" means a landlord or
lessor, and as used in this lease means only the owner, or the mortgage 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 for a
part, so that in the event of any sale or sales of said land and building or of
said lease, or in the event of a lease of said building, or of the land and
building, the said Owner shall be and hereby is entirely freed and relieved of
all covenants and obligations of Owner hereunder, and it shall be deemed and
construed without further agreement between the parties or their successors in
interest, or between the parties and the purchaser, at any such sale, or the
said lessee of the building, or of the land and building, that the purchaser or
the lessee of the building has assumed and agreed to carry out any and all
covenants and obligations of Owner, hereunder. The words "re-enter" and
"re-entry" as used in this lease are not restricted to their technical legal
meaning.

ADJACENT EXCAVATION-SHORING:

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

RULES AND REGULATIONS:

32.         Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as Owner
or Owner's agents may from time to time adopt. Notice of any additional rules or
regulations shall be given in such manner as Owner may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Owner or Owner's agents, the parties hereto agree to submit the
question of the reasonableness of such Rule or Regulation for decision to the
New York office of the American Arbitration Association, whose determination
shall be final and conclusive upon the parties hereto. The right to dispute the
reasonableness of any additional Rule or Regulation upon Tenant's part shall be
deemed waived unless the same shall be asserted by service of a notice, in
writing upon Owner within fifteen (15) days after the giving of notice thereof.


<PAGE>

                                    GUARANTY

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

Dated: ___________________________                19__


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


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


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


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


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

STATE OF NEW YORK                ) ss.:

COUNTY OF                        )

On this _____ day of ____________, 19__, before me personally came
____________________ to me known and known to me to be the individual described
in, and who executed the foregoing Guaranty and acknowledge to me that he
executed the same.

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

<PAGE>

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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


<PAGE>

                                RIDER CONTAINING

                   ADDITIONAL CLAUSES ATTACHED TO AND FORMING

              A PART OF LEASE DATED APRIL __, 2000, BY AND BETWEEN

                     W12/14 WALL ACQUISITION ASSOCIATES LLC

                                  AS LANDLORD,

                                      AND

                        WAMEX HOLDINGS, INC., AS TENANT.

37.         CONFLICTS: In the event of any conflict between the provisions of
this Rider and the printed portion of this lease, the provisions of this Rider
shall control.

38.         TERM: RENTAL:

            A. The term of this lease for which the demised premises are hereby
leased, shall commence on May 1, 2000 (the "COMMENCEMENT DATE"), and shall
expire on the date which is the last day of the calendar month immediately
preceding the calendar month in which occurs the tenth (10th) anniversary of the
Commencement Date (the "EXPIRATION DATE"), or shall expire on such earlier date
upon which said term may expire or be cancelled or terminated pursuant to any of
the conditions or covenants of this lease or pursuant to law.

            B. The "RENTS" reserved under this lease, for the term thereof,
shall be and consist of:

               (a) "FIXED RENT" of:

                  (i)   $336,160.00 per year ($28,013.33 per month) for the
period (the "FIRST RENT PERIOD") commencing on the Commencement Date and ending
on the last day of the calendar month in which occurs the first (1st)
anniversary of the Commencement Date, both dates inclusive:

                  (ii)  $345,488.44 per year ($28,790.70 per month) for the one
(1) year period (the "SECOND RENT PERIOD") commencing on the date next
succeeding the last day of the First Rent Period;

                  (iii) $355,853.09 per year ($29,654.42 per month) for the one
(1) year period (the "THIRD RENT PERIOD") commencing on the date next succeeding
the last day of the Second Rent Period;

                  (iv)  $366.528.68 per year ($30,544.06 per month) for the one
(1) year period (the "FOURTH RENT PERIOD") commencing on the date next
succeeding the last day of the Third Rent Period;

                  (v)   $377,524.54 per year ($31,460.38 per month) for the one
(1) year period (the "FIFTH RENT PERIOD") commencing on the date next succeeding
the last day of the Fourth Rent Period; and

                  (vi)  $381,101.74 per year ($31,758.48 per month) for the one
(1) year period (the "SIXTH RENT PERIOD") commencing on the date next succeeding
the last day of the Fifth Rent Period;




                                       1
<PAGE>

and disbursements in connection with such refund, reduction or other benefit to
Tenant, and provided further that Tenant has not been in default under any of
the terms, covenants or conditions in this least on Tenant's part to observe,
perform or comply with for the preceding twelve (12) month period, either (a)
Landlord shall return Tenant's Proportionate Share of such refund to Tenant or,
(b) if a reduction in Taxes is obtained prior to the date Tenant is required to
pay the Tax Payment, the Taxes for the subject Tax Year shall be deemed reduced
by such reduction.

            F. Anything contained in this Article to the contrary
notwithstanding, in no event whatsoever shall the fixed rent be reduced below
the fixed rent initially set forth in Section 38B hereof as same may be
increased by provisions of this lease other than by this Article. The amounts
payable pursuant to this Article shall be prorated, if necessary, to correspond
with that portion of a Tax Year occurring within the term of this lease.

            G. Landlord's failure to prepare and deliver any of the tax bills,
statements, notices, or bills set forth in this Article, or Landlord's failure
to make a demand, shall not in any way cause Landlord to forfeit or surrender
its rights to collect any of the foregoing items of additional rent that may
have become due during the term of this lease. Tenant's liability for the
amounts due under this Article shall survive the expiration of the term hereof,
and any amount due for a partial period between the expiration of a Tax Year and
the Expiration Date shall be prorated.

            H .Tenant shall pay the additional rent herein reserved promptly as
and when the same shall become due and payable, without demand therefor and
without any abatement, deduction or setoff whatsoever except as expressly
provided in this lease.

40.         USE:

            A. (a) Tenant shall use and occupy the demised premises for
executive and general offices for the transaction of Tenant's business, which is
financial technology, and for no other purpose, to the extent such use is
permitted by the certificate of occupancy for the Building (if any), Tenant
hereby acknowledging that Landlord has made no representation or warranty as to
whether such use is so permitted or otherwise permitted or whether the demised
premises are suitable for such use.

               (b) Notwithstanding anything in this lease to the contrary, the
Tenant covenants and agrees that during the term of this Lease, it will not use
the demised premises or any part thereof, or permit the demised premises or any
part thereof to be used (i) for banking, trust company or safe deposit business;
(ii) as or by a commercial or savings bank, a trust company, a savings and loan
association, a loan company, or a credit union; (iii) for the sale of travelers
checks, money orders and/or foreign exchange; (iv) as a restaurant and/or bar
and/or for the sale of soda and/or beverage and/or sandwiches and/or ice cream
and/or baked goods; (v) by the United States Government, the City or State of
New York, any foreign government, the United Nations or any agency or department
of any of the foregoing, or any other person or entity having sovereign or
diplomatic immunity; (vi) as an employment agency, search firm or similar
enterprise, school or vocational training center (except for the training of
employees of the Tenant intended to be employed at the demised premises); (vii)
as a barber shop or beauty salon; (viii) as a diagnostic medical center and/or
for the practice of medicine; or (ix) any use which is prohibited under an
existing lease for space in the BUILDING.

            B. If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business in the demised premises, or any
part thereof, Tenant, at its expense, shall duly procure and thereafter maintain
such license or permit and submit the same for inspection by Landlord. Tenant
shall at all tinges comply with the terms and conditions of each such license or
permit.

            C. Tenant shall not at any time use or occupy, or suffer or permit
anyone to use or occupy, the demised premises, or do or permit anything to be
done in the demised premises, in violation of the Certificate of Occupancy for
the demised premises or for the Building or in violation of any superior
mortgage or superior lease.



                                       5
<PAGE>


41.         AS-1S CONDITION:

            A. Tenant acknowledges that it has made a full and complete
inspection of the demised premises, and Tenant agrees to accept same on the
Commencement Date in their present "as-is" condition. Tenant acknowledges that
neither Landlord, nor Landlord's agent, has made any representations or promises
in regard to the demised premises. The opening for business by Tenant in the
demised premises shall be conclusive evidence as against Tenant that: the
demised premises were in good and satisfactory condition at the tune such
possession was taken. Tenant's failure, refusal or inability to open for
business in the demised premises shall not be deemed evidence that the demised
premises were not in good or satisfactory condition.

            B. Any installations, materials and work which may be undertaken by
or for the account of Tenant to equip, decorate and furnish the demised premises
for Tenant's initial occupancy thereof (hereinafter referred to as "TENANT'S
WORK") shallbe performed by Tenant, at Tenant's sole cost and expense, in
accordance with the terms, covenants and conditions set forth in this lease,
including, without limitation, Article 42 hereof.

            C. (a) Landlord agrees to pay to Tenant, in accordance with, and
subject to, the provisions of this Section C, an amount not to exceed the lesser
of (i) the cost for Tenant to perform all items of Tenant's Work in the demised
premises, other than the cost of items which constitute Tenant's personal
property and which are removable by Tenant from the demised premises on the
Expiration Date, and (ii) $252,120.00 (such lesser amount being hereinafter
referred to as the "CONSTRUCTION PAYMENT"), provided that at the time Landlord
is otherwise obligated to make such payment of the Construction Payment or any
portion thereof, Tenant is not (i) in breach or default in any financial
obligation of Tenant under this lease and (ii) not in breach or default of any
other obligation under this lease beyond the expiration of any applicable notice
and cure periods of any of the terms, covenants and conditions of this lease on
Tenant's part to observe, perform or comply with.

               (b) Subject to the provisions of this Section, Landlord hereby
agrees to make periodic payments of portions of the Construction Payment to
Tenant as Tenant's Work progresses, in accordance with the terms and conditions
hereinafter set forth (the "Construction Payment Conditions"):

                  (i) Tenant shall submit to Landlord from time to time, but not
more often than one per month, requisitions (herein referred to as "TENANT'S
REQUEST") for such periodic payment with respect to the portions) of Tenant's
Work performed subsequent to the immediately preceding Tenant's Request, the
form of which Tenant's Request shall be designated by Landlord, together with
the following:

                           (x) copies of paid receipted invoices from the
contractors and subcontractors also performed the portions of Tenant's Work
referred to in such Tenant's Request, and from the materialmen and suppliers who
supplied the materials and supplies referred to in such Tenant's Request;

                           (y) a certificate from Tenant's architect and general
contractor or construction manager that (1) such portion of the Tenant's Work
has been substantially completed strictly in accordance with the plans and
specifications theretofore approved by Landlord; and (2) there are no violations
or liens pending as a result of such portion of the Tenant's Work.

                           (z) lien waivers from each contractor, subcontractor,
materialman and supplier to the extent of the amount paid to such parties as
provided in such Tenant's Request.

                  (ii) The unfunded portion of the Construction Payment is
sufficient to complete the Tenant's Work, and evidence thereof reasonably
satisfactory to Landlord has been submitted to Landlord; and



                                       6
<PAGE>

                  (iii) Such portion of the Tenant's Work has been performed in
strict compliance with the applicable provisions of this lease.

            (c) Promptly following Tenant's Request together with the aforesaid
accompanying documentation, Landlord shall have the right to enter the Demised
Premises for the purpose of verifying that such portion of Tenant's Work covered
by Tenant's Request has been performed strictly in accordance with the plans and
specifications theretofore approval by landlord, either by Landlord's architect
or by an independent architect retained by Landlord at Tenant's sole cost and
expense. If said architect shall provide such verification, then, provided the
Construction Payment Conditions have been, and remain, satisfied, within
forty-five (45) days after Landlord's receipt of Tenant's Request together with
the accompanying documentation Landlord shall pay to Tenant the "Percentage
Payment" (as such term is hereinafter defined) with respect to the amounts shown
on such Tenant's Request for the portions of Tenant's Work reflected thereon.
For purposes hereof, the "PERCENTAGE PAYMENT" shall mean ninety (90 %) percent
of the amounts shown on such Tenant's Request, for portions of Tenant's Work
reflected thereon. The balance of the Construction Payment, if any, after the
completion of Tenant's Work shall be paid to Tenant in accordance with the terms
and conditions set forth in paragraph (d) below.


         Subject to the provisions of this Section, Landlord hereby agrees to
pay the unfunded portion of the Construction Payment, in accordance with the
terms and conditions hereinafter set forth (the "FINAL CONSTRUCTION PAYMENT
CONDITIONS"):

         (i) After the completion of the Tenant's Work, Tenant shall submit to
Landlord a requisition (herein referred to as the "FINAL REQUEST") for such
unfunded portion of the Construction Payment, the form of which Final Request
shall be designated by Landlord, together with the following:

            (w) copies of paid receipted invoices from the contractors and
subcontractors performed the Tenant's Work, and from the materialmen and
suppliers who supplied the materials and supplies referred to in the Final
Request (other than those invoices previously submitted to Landlord pursuant to
subsection (b) above);

            (x) a certificate from Tenant's architect and general contractor or
construction manager that (1) all Tenant's Work has been completed strictly in
accordance with the plans and specifications theretofore approved by Landlord;
and (2) there are no violations or liens pending as a result of any of the
Tenant's Work;

            (y) lien waivers from each contractor, subcontractor, material man
and supplier to the extent of the amount paid to such parties (other than those
invoices previously submitted to Landlord pursuant to subsection (b) above); and

            (z) in respect of all Tenant's Work, as-built drawings, and copies
of balance reports, operating manuals, maintenance logs, warranties and
guaranties, sign-offs and inspection reports; and

         (ii) All Tenant's Work has been performed in strict compliance with the
applicable provisions of this lease. Promptly following the Final Request
together with the aforesaid accompanying documentation, Landlord shall have the
right to enter the Demised Premises for the purpose of verifying that all of
Tenants' Work has been completed and performed strictly in accordance with the
plans and specifications theretofore approved by Landlord, either. by Landlord's
architect or by an independent architect retained by Landlord at Tenant's sole
cost and expense. If said architect shall provide such verification, then,
provided the Final Construction Payment Conditions have been, and remain
satisfied, within forty-five (45) days after Landlord's receipt of the Final
Request together with the accompanying documentation, Landlord shall pay to
TENANT the refunded portion of the Construction Payment (such unfunded portion
being hereinafter referred to as the "FINAL PAYMENT").


                                       7
<PAGE>

            In no event shall the sum of the Percentage Payments and the Final
Payment exceed the lesser of (i) $252,120.00 and (ii) the cost for Tenant to
perform all items of Tenant's Work of the demised premises.

42.      TENANT'S CHANGES:

            A. Tenant shall make no changes in or to the demised premises of any
nature without Landlord's prior written consent in each instance, except as
otherwise expressly permitted in this Article.

            B. With Landlord's prior written consent in each instance, which
consent shall not be unreasonably withheld or delayed, Tenant may, from time to
time during the term of this lease, at its sole expense, make such alterations,
additions, installations, substitutions, improvements and decorations
(hereinafter collectively called "NONSTRUCTURAL CHANGES") in and to the interior
of the demised premises that are not structural in nature, that do not result
in, or require, an amendment to, or modification of, the certificate of
occupancy for the Building, and that do not otherwise affect the structural
parts or integrity of the Building and do not affect any of the Building's
utilities, systems or services, as Tenant may reasonably consider necessary for
the conduct of its business therein, on the following conditions:

               (a) the outside appearance or strength of the Building shall not
be affected;

               (b) no part of the Building outside of the demised premises shall
be physically affected; and

               (c) the proper functioning of any of the mechanical, electrical,
sanitary and other service systems of the Building shall not be adversely
affected, and the usage of such systems by Tenant shall not be increased.

            C. Tenant shall not make any alterations, additions, installations,
substitutions, improvements or decorations (hereinafter collectively referred to
as "STRUCTURAL CHANGES") (i) outside the demised premises; (ii) in or to the
exterior of the demised premises; (iii) in or to the interior demised premises
that are structural in nature or that otherwise affect the structural integrity
or parts of the Building or that affect any of the Building's utilities, systems
or services, or (iv) which result in, or require, an amendment to, or
modification of, the certificate of occupancy for the Building, without
Landlord's prior written approval in each instance, which approval may be
withheld by Landlord in its absolute and sole discretion.

            D. Nonstructural Changes and/or Structural Changes (collectively,
"Changes") shall only be performed in accordance with and subject to, this
Article and the other applicable provisions of this lease.

            E. Before commencing any Change (except for decorations that are
Nonstructural Changes), Tenant, at its sole cost and expense, shall prepare and
submit to Landlord for Landlord's approval, reasonably detailed plans and
specifications therefor (such reasonably detailed plans and specifications being
herein referred to as "TENANT'S PLANS"), which approval shall not be
unreasonably withheld or delayed for any Nonstructural Changes described
therein. The cost and expense reasonably incurred and/or paid by Landlord in
connection with the review of the Tenant's Plans (and all revisions thereto),
and the inspection of the work in respect thereof, by Landlord and Landlord's
architects, engineers and other consultants and professionals shall be
reimbursed by Tenant to Landlord (as additional rent) within ten (10) days after
Landlord's demand therefor, Tenant hereby agreeing that neither Landlord's
approval of the Tenant's Plans (or any revisions thereto), nor its inspection of
such work, nor its right to inspect such work, shall impose upon Landlord any
obligation or liability whatsoever with respect thereto, including, without
limitation, any obligation or liability that might arise as a result of such
work not being performed in accordance with applicable laws and requirements or
with the Tenant's Plans (and revisions thereto) approved by Landlord or
otherwise. Landlord may, as a condition of its approval, require Tenant to make
revisions in and to the plans and specifications and to post a bond or other
security reasonably satisfactory to Landlord to insure the completion and
payment of the Change in



                                       8
<PAGE>

question. Tenant shall not use, employ or retain any contractor or mechanic, or
permit the use, employment or retention of any subcontractor, that has not been
first approved by Landlord, which approval shall not be unreasonably withheld or
delayed. Notwithstanding the foregoing, for all Changes (including all Tenant's
Work) involving electrical equipment or wiring, heating, ventilation and/or
air-conditioning systems or equipment, plumbing equipment or systems or Class E
(or other fire and life safety) equipment or systems, Tenant may only use
contractors and subcontractors designated by Landlord.


            F. Before commencing any Change, Tenant shall, at its expense,
obtain all permits, notices, approvals and certificates required by all
governmental and quasigovernmental authorities for the commencement and
prosecution of such Changes, and, upon completion, for the final approval of
such Changes, and shall cause Tenant's Changes to be performed in compliance
therewith, as well as with all applicable laws and requirements of public
authorities and all applicable requirements of insurance bodies, in a good and
workmanlike manner, using new materials and equipment of a quality and class at
least equal to the original installations in the Building Duplicates of all such
permits, notices, approvals and certificates shall be delivered to Landlord
before commencing such Changes, and upon the completion thereof, as the case may
be. Changes shall be performed in such a manner as not to unreasonably interfere
with or delay, and (unless Tenant shall indemnify Landlord therefor to the
Landlord's reasonable satisfaction) as not to impose any additional expense upon
Landlord in, the maintenance or operation of the Building. Throughout the
performance of all Changes, Tenant shall, at its expense, carry, or cause to be
carried, worker's compensation insurance in statutory limits and general
liability insurance and personal and property damage insurance for any
occurrence in or about the Building as set forth in Article 49 of this lease.
All such insurance policies shall name Landlord and its agents, as parties
insured, be in such limits as Landlord may reasonably prescribe and be placed
with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord
with satisfactory evidence that such insurance is in effect before the
commencement of any Changes and, on request, at reasonable intervals thereafter
during the continuance of the Changes. If any Changes shall involve the removal
of any fixtures, equipment, or other property in the demised premises, such
fixtures, equipment, or other property shall be promptly replaced, at Tenant's
expense, with new fixtures, equipment, or other property (as the case may be) of
like utility and at least equal value unless Landlord shall otherwise expressly
consent in writing, and Tenant shall, upon Landlord's request, deliver to
Landlord any such fixtures, equipment, or property so removed. Any such
fixtures, equipment so removed that Landlord does not request to be delivered to
Landlord shall be discarded and removed from the Building by Tenant at Tenant's
sole cost and expense.

            G. Tenant shall, at its expense and with diligence and dispatch,
procure the cancellation or discharge of all notices of violation arising from,
or otherwise connected with, the Changes that shall be issued by the Department
of Buildings or any other public or quasi-public authority having or asserting
jurisdiction. Tenant shall defend, indemnify and save Landlord harmless from and
against all mechanic's and other liens filed in connection with the Changes or
for any other work claimed to have been done for, or materials furnished to,
Tenant, whether or not done or furnished pursuant to this Paragraph, including,
without limitation, the liens of any security interest in, conditional sales of,
or chattel mortgages upon, any materials, fixtures or articles so installed in
and constituting part of the demised premises, and against all costs, expenses
and liabilities incurred or paid in connection with any such lien, security
interest, conditional sale, or chattel mortgage or any action or proceeding
brought thereon. Tenant, at its expense, shall satisfy or discharge all such
liens, and remove same from the record, within fifteen (15) days after Landlord
makes written demand therefor.


            H. No Change shall be done in a manner that would: (i) create any
work stoppage, picketing, labor disruption, or dispute; (ii) violate Landlord's
union contracts affecting the land and/or Building; or (iii) interfere with the
business of Landlord or any tenant or occupant of the Building. In the event of
the occurrence of any condition described above arising from Tenant's exercise
of any of its rights pursuant to the provisions of this Article, Tenant shall,
immediately upon notice from Landlord, cease the manner of exercise of such
right giving rise to such condition. In the event that Tenant fails to cease
such manner of exercise of its rights as aforesaid, Landlord, in addition to any
rights available to it under this lease, at law or


                                       9
<PAGE>


equity, and shall have the right to injunction without notice. Tenant shall make
all arrangements for, and pay all expenses incurred in connection with, use of
the freight elevators servicing the demised premises.


            I. All fixtures and all paneling, partitions, railings and like
installations, installed in the demised premises at any time, either by Tenant
or by Landlord on 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, elects to, relinquish Landlord's right
thereto and to have them removed by Tenant, in which event the same shall be
removed from the demised premises by Tenant prior to the expiration or sooner
termination of this lease, at Tenant's expense. Nothing in this paragraph 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 of
such from the demised premises or upon removal of other installations as may be
required by Landlord, Tenant shall immediately and at its expense, repair and
restore the demised premises to the condition existing prior to installation,
and repair any damage to the demised premises or the Building due to such
removal. All property permitted or required to be removed. by Tenant at the end
of the term of this lease that remains in the demised premises shall be deemed
abandoned and may, at the election of Landlord, either be retained as Landlord's
property or removed from the demised premises by Landlord, at Tenant's expense.


43.         HAZARDOUS MATERIALS: ADA: CLASS E SYSTEM:


            A. Tenant shall not cause or permit "HAZARDOUS MATERIALS" (as
defined below) to be used, transported, stored, released, handled, produced or
installed in, on or from the demised premises or the Building. The term
"HAZARDOUS MATERIALS" shall, for the purposes hereof, mean any flammable,
explosive or radioactive materials, hazardous wastes, hazardous and toxic
substances or related materials, asbestos or any material containing asbestos,
or any other substance or material, as now or hereafter defined as a hazardous
material or a hazardous substance by any federal, state or local law, ordinance,
rule or regulation, now or at any time hereafter in effect, including, without
limitation, the Comprehensive Environmental Response Compensation and Liability
Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended,
the Resource Conservation and Recovery Act, as amended, and in the regulations
adopted and publications promulgated pursuant to each of the foregoing. In the
event of a breach of the provisions of this Article, Landlord shall, in addition
to all of its rights and remedies under this lease and pursuant to law, require
Tenant to remove any or all of such Hazardous Materials from the demised
premises or the Building in the manner prescribed for such removal by all
requirements of law. Tenant acknowledges that Landlord has made no
representation, warranty, covenant or agreement with respect to the existence,
removal, encapsulation or other treatment or remediation of Hazardous Materials,
and that Landlord shall not in any way be liable for the existence of any
Hazardous Materials or be obligated to remove, encapsulate or otherwise treat or
remedial same. The provisions of this Article shall survive the expiration or
sooner termination of this lease.

            B. NOTWITHSTANDING anything to the contrary contained in this lease,
Tenant agrees that it shall be solely responsible, at its expense, to cause the
Demised Premises (including the lavatories within the Demised Premises and all
entrances and exits to and from the Demised Premises) to be, and to remain
throughout the term hereof, in compliance with the provisions of the Americans
With Disabilities Act of 1990 and any municipal laws, ordinances and rules of
like import, and any regulations adopted and amendments promulgated pursuant to
any of the foregoing (hereinafter referred to collectively as the "ADA"), and
Landlord shall have no obligation whatsoever in connection therewith. Within ten
(10) days after receipt, Tenant shall advise Landlord in writing, and provide
Landlord with copies of, any notices alleging violations of the ADA relating to
any portion of the Demised Premises; any claims made or threatened in writing
regarding non-compliance with the ADA and relating to any portion of the Demised
Premises; or any governmental or regulatory actions or investigations instituted
or threatened regarding non-compliance with the ADA and relating to any portion
of the Demised Premises. In addition, without Landlord's prior written consent
in each instance, no portion of the demised premises shall be used in any
manner, and no Changes shall be performed, if such manner of use or such Changes
requires that any alterations, changes,


                                       10
<PAGE>

additions, improvements or other work be performed or made to any portions of
the Building or the land outside the demised premises, which consent may be
withheld by Landlord in its sole and absolute discretion. If Landlord gives its
consent for such manner of use or Changes, then, Landlord, at Tenant's sole cost
and expense, shall perform or make such alterations, changes, additions,
improvements or other work, and Tenant shall pay to Landlord as additional rent
the cost and expense incurred or paid by Landlord to perform or make same,
within ten (10) days after Landlord's demand therefor, which demand shall be
accompanied by a reasonably detailed statement of the alterations, changes,
additions, improvements or other work so performed or made and the cost and
expense incurred or paid by Landlord.


            C. Notwithstanding anything to the contrary contained in this lease,
Tenant agrees, at its sole cost and expense, to (a) install the Class E fire
safety system within the Demised Premises (the "Class E System"), (b) connect
same to the Building's Class E fire safety system, and (c) thereafter maintain
the Class E System within the Demised Premises in compliance with all laws or
requirements of public authorities. Landlord shall have no obligation whatsoever
in connection with any Tenant caused Class E compliance or otherwise in
connection with the Class E System within the Demised Premises. Landlord's Class
E system contractor for the Building shall provide the necessary service to
repair and maintain Tenant's Class E system in the Demised Premises and Tenant
shall pay to Landlord, within ten (10) days after Landlord's written demand as
additional rent, the reasonable monthly cost of providing such service to the
Demised Premises.

44. ELECTRICITY:

            A. Subject to the terms of Section C of this Article, Landlord shall
furnish electrical service to the demised premises, for lighting the same and
for the operation of normal office equipment (such as personal computers and
printers, photocopying machines and telephone facsimile machines) therein.
Except as provided to the contrary in Sections C, G, H and I of this Article,
such electrical service shall be furnished without specific measurement, on any
meter or otherwise, and without additional specific charge to Tenant, the charge
for the furnishing of such electrical service being included in the fixed rent
reserved under this lease, subject to adjustment as hereinafter provided.
Notwithstanding the foregoing, however, Tenant agrees that Landlord shall not in
any wise be liable or responsible to Tenant for any loss, damage, or expense
that Tenant may sustain or incur if either the quantity or character of
electrical service is changed, is no longer available, or is unsuitable for
Tenant's requirements. At Landlord's option, Tenant shall purchase from Landlord
or its agent all lamps, starters; ballasts, or bulbs used in the demised
premises.

            B. Tenant covenants and agrees that, at all times, its use of
electric current shall never exceed the capacity of the feeders to the Building
or the risers or wiring installation thereof. In connection therewith, Tenant
expressly agrees that all installations, alterations and additions of and to the
electrical fixtures, appliances, or equipment within the demised premises shall
be subject to Landlord's prior written approval, and, if such approval shall be
given, rigid conduit only shall be permitted, If, in connection with any request
for such approval, Landlord shall, in its sole judgment, determine that the
risers of the Building servicing the demised premises shall be insufficient to
supply Tenant's electrical requirements with respect thereto, Landlord shall, at
the sole cost aid expense of Tenant, install any additional feeder(s) that
Landlord shall deem necessary with respect thereto, provided, however, that, if
Landlord shall determine, in its sole judgment, that the same will cause
permanent damage or injury to the Building or to the demised premises, cause or
create a dangerous or hazardous condition, entail excessive or unreasonable
alterations, repairs, or expense, or interfere with, or disturb, the other
tenants or occupants of the Building, or adversely affect Landlord's ability to
supply or furnish electricity to other portions of the Building at any time
during the term of this lease, then Landlord shall not be obligated to make such
installation, and Tenant shall not make the installation, alteration, or
addition with respect to which Tenant requested Landlord's consent. 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 necessary and proper in
connection therewith, subject to the aforesaid terms and conditions. All of the
aforesaid costs and expenses are chargeable and collectible as additional


                                       11
<PAGE>

rent, and shall be paid by Tenant to Landlord within ten (10) days after
rendition of any bill or statement to Tenant therefor.

            C. Provided that it is physically possible for Tenant to receive
electric current in the demised premises directly from the public utility
company serving the area in which the Building is located, Landlord may
discontinue the aforesaid service upon thirty (30) days' notice to Tenant
without being liable to Tenant therefor and without in any way affecting this
lease or the liability of Tenant hereunder, and the same shall not be deemed to
be a lessening, or diminution of services within the meaning of any law, rule,
or regulation now or hereafter enacted, promulgated, or issued. In the event
that Landlord gives such notice of discontinuance, Landlord shall permit Tenant
to receive such service directly from such public utility company and shall
permit Landlord's wires and conduits, to the extent available, suitable and
safely capable, to be used for such purpose. Any additional wires, conduits, or
other equipment necessary and proper in connection therewith shall be installed
by Landlord in accordance with the terms of, and subject to the conditions
contained in, Section B of this Article. In the event that Landlord exercises
its rights under this Section C, then: (i) Tenant shall contract for such
electrical service directly with the said public utility for all of Tenant's
electric current requirements and (ii) as of the date upon which Landlord
discontinues furnishing electric current to Tenant, the fixed rent reserved
under this lease shall be reduced by $25,212.00 per year ($2,101.00 per month)
(the "INITIAL ELECTRICITY FACTOR"), as the Initial Electricity Factor may have
been increased in accordance with the provisions of Sections D, E or F of this
Article. The Initial Electricity Factor, as the same may, from time to time
hereafter, be increased in accordance with the provisions of Sections D, E or F
of this Article, is hereinafter called the "ELECTRICITY FACTOR."


            D. (a) At any time after the Commencement Date, Landlord may engage
an independent electrical engineer or electrical consulting FIRM (HEREINAFTER
CALLED "LANDLORD'S CONSULTANT") to make a survey (hereinafter CALLED THE
"INITIAL SURVEY") of the demised premises, indicating the lighting load, office
equipment and electrical usage of Tenant as of the date of the Initial Survey.
Based upon the Initial Survey, Landlord's Consultant shall compute the value to
Tenant of the estimated electrical service to be furnished to Tenant for the
succeeding twelve (12) month period (such value, being hereinafter called the
"INITIAL ELECTRICAL VALUE"), which computation shall be made utilizing the
higher of (i) the service classification under which Landlord is billed by the
utility company for such electrical service or (ii) the service classification
under which Tenant would be billed by the utility company if Tenant purchased
such electrical service directly from such utility company. Landlord's
Consultant shall notify Landlord and Tenant (the "INITIAL COMPUTATION NOTICE")
of his computation of the Initial Electrical Value (which shall be binding upon
both parties). If the Initial Electrical Value exceeds the Initial Electricity
Factor, then the fixed rent herein reserved and the Initial Electricity Factor
shall each be increased, retroactive to the Commencement Date, by the amount of
such excess.

               (b) Notwithstanding anything contained in this lease which is or
may be deemed to the contrary, in no event shall the Initial Electrical Value
determined pursuant to this Section D be less than the Initial Electricity
Factor.

            E. From time to time, if the public utility rate schedule for the
supply of electric current to the Building shall be increased, if any surcharge
(including, without limitation, a surcharge of the nature of a fuel or other
adjustment) with respect thereto shall be imposed or increased and/or if the
service classification for the Building shall be changed so as to result in an
increase in Landlord's cost of purchasing electricity for the Building during
the term of this lease, the fixed rent herein reserved and Electricity Factor
(including any Increased Usage Charge (as hereinafter defined)) shall each be
adjusted from time to time to reflect the resulting increase by adding thereto
an amount equal to the product of (i) the then current Electricity Factor
(including any Increased Usage Charge), multiplied by (ii) the percentage of
increase in Landlord's cost of purchasing electricity for the Building. Any such
percentage increase in Landlord's cost of purchasing electricity for the
Building shall be computed by the application of the average consumption (energy
and demand) of electricity for the entire Building for the twelve (12) full
months immediately prior to the rate increase and/or service


                                       12
<PAGE>

classification change to the new rate and/or service classification. When the
amounts of the increase in the fixed rent and the Electricity Factor are
determined, the parties shall execute an agreement supplementary hereto to
reflect such increases, which shall be effective from the effective date of such
increases in the public utility rate schedule and/or such changes in the service
classification for the Building; but such increases in the fixed rent and in the
Electricity Factor shall be effective from such date whether or not such a
supplementary agreement is executed.

            F. (a) Tenant shall not, without prior written notice to Landlord in
each instance, connect any fixtures, appliances, or equipment (in addition to
those installed at the Commencement Date and shown on the Initial Survey) to the
Building's electric distribution system, or make any alteration or addition to
the electric system of the demised premises, that shall result in Increased
Usage (as such term is hereinafter defined). In the event that from time to time
Tenant installs equipment, increases the lighting load beyond the amount thereof
on the Commencement Date, or operates during longer than during regular hours on
business days (as defined in Section 45B hereof) (the foregoing are herein
collectively called the "INCREASED USAGE"), the fixed rent herein reserved and
the Electricity Factor shall each be adjusted from time to time to reflect the
Increased Usage by the Increased Usage Charge (as hereinafter defined). If
Landlord is of the opinion that Increased Usage exists, Landlord may engage a
Landlord's Consultant to make a survey (hereinafter called the "SUBSEQUENT
SURVEY") of the demised premises, indicating the lighting load, office equipment
and electrical usage of Tenant as of the date of the Subsequent Survey. Based
upon the Subsequent Survey, Landlord's Consultant shall compute the value to
Tenant of the estimated Increased Usage to be furnished to Tenant for the
succeeding twelve (12) month period (such value being hereinafter called the
"INCREASED USAGE CHARGE"), which computation shall be made utilizing the higher
of (i) the service classification under which Landlord is billed by the utility
company for such electrical service or (ii) the service classification under
which Tenant would be billed by the utility company if Tenant purchased such
electrical service directly from such utility company. Landlord's Consultant
shall notify Landlord and Tenant (the "SUBSEQUENT COMPUTATION NOTICE") of his
computation of the Increased Usage Charge, if any (which shall be binding upon
both parties) and the fixed rent reserved herein and the then Electricity Factor
shall each be increased, retroactive to the earliest date of the Increased
Usage, by the Increased Usage Charge. The fees of Landlord's Consultant shall be
borne by Landlord and Tenant equally.

               (b) Notwithstanding anything contained in this lease which is or
may be deemed to the contrary, in no event shall the Increased Usage Charge
determined pursuant to this Paragraph F be less than the Initial Electricity
Factor.

            G. For purposes of Sections H and I of this Article:

                (i) "Usage" shall mean actual usage of electricity as measured
by the aforesaid metering system for each calendar month or such other period as
Landlord shall determine during the term of this lease and shall include the
quantity and peak demand (kilowatt hours and kilowatts);

                (ii) "Landlord's Rate" shall mean the service classification
(including all applicable taxes, surcharges, demand charges and rates, energy
charges and rates, fuel adjustment charges, time of day charges and other
charges, adjustments and sums payable in respect thereof) pursuant to which
Landlord would purchase electric current for the Building from the public
utility company supplying electric current to the Building, in effect from time
to time during the term of this lease, which shall be utilized as the rate
structure for the determination of "Basic Cost" (as hereinafter defined), as if
(i) the only electric current being purchased directly from the supplier of
electricity to the Building were the Usage) and (ii) no other electricity were
being purchased for the entire Building;

                (iii) "Basic Cost" shall mean the product of (a) Usage
multiplied by (b) Landlord's Rate; and


                                       13
<PAGE>

                (iv) "TENANT'S COST" SHALL mean an amount equal to the sum of
(a) the Basic Cost, plus (b) twelve (12%) percent of the Basic Cost for
Landlord's overhead and expenses in connection with submetering.

            H. Landlord shall have the option (HEREINAFTER CALLED THE
"SUBMETERING OPTION"), which shall be exercisable in its sole discretion and
upon thirty (30) days' notice to Tenant given at any time during the term of
this lease, to discontinue charging for electric current on a rent inclusion
basis and, instead, to charge for electric current as hereinafter provided as
additional rent. If Landlord exercises the Submetering Option, then (i) Landlord
shall, at its sole cost and expense, install a meter or meters for the purpose
of measuring the electric current consumed in the demised premises and (ii) as
of the date (hereinafter called the "CONVERSION DATE") upon which Landlord
discontinues charging Tenant for electric current on a rent inclusion basis, the
fixed rent reserved under this lease shall be reduced by the then Electricity
Factor. With respect to the demised premises and/or any portion(s) thereof that
are not contiguous with the balance of the same, if the same shall constitute
less than a full floor of the Building, Landlord may, at option, either (x)
install a meter to measure the amount of Usage with respect solely to the
demised premises and/or to such portions) or (y) measure the amount of Usage
with respect thereto through common meter(s). After the Conversion Date,
Landlord shall, on a monthly basis, furnish Tenant with a statement indicating
the appropriate period during which the Usage was measured and the amount of
Tenant's Cost payable by Tenant to Landlord for furnishing electrical current.
Within five (5) days after receipt of each such statement, Tenant shall pay the
amount of Tenant's Cost set forth thereon to Landlord as additional rent.

            I. Notwithstanding anything contained in this Article which may be
deemed to the contrary, if any tax is imposed upon Landlord by any municipal,
state or federal agency or subdivision with respect to the purchase, sale or
resale of electrical energy furnished or supplied to Tenant hereunder, Tenant
covenants and agrees that, where permitted by law, such taxes shall be passed on
to, included in the bill to and paid by, Tenant to Landlord, as additional rent,
as set forth in the bill, demand or statement furnished to Tenant.

45.         HEAT AND AIR-CONDITION

            A. Use of the Demised premises, or any part thereof, in a manner
exceeding the design conditions (including occupancy and connected electrical
load) specified for the Building's HVAC systems or rearrangement of partitioning
which interferes with normal operation of the heat, ventilation and
air-conditioning in the Demised premises, may require changes in the Building's
HVAC Systems. Such changes, so occasioned, shall be made by Tenant, at its
expense, subject to Landlord's prior written approval of such changes, which
approval may be withheld for any reason. Tenant shall not make any change,
alteration, addition or substitution to the Building's HVAC systems without
Landlord's prior written approval, which may be withheld for any reason. Tenant
shall keep or cause to be kept closed all windows in the Demised premises
whenever the heating service, air-conditioning service or ventilation is being
provided. In addition, Tenant agrees at all times to cooperate fully with
Landlord and to abide by all reasonable regulations and requirements which
Landlord may prescribe for the proper functioning and protection of the
Building's HVAC systems.

            B. For the purposes of this lease:

                (a) "HEATING SEASON" shall mean October 16 through May 14;

                (b) "COOLING SEASON" shall mean May 15 through October 15;

                (c) "BUSINESS DAYS" shall mean Mondays through Fridays, except
such days as are observed by the State or Federal government as legal holidays
and those days designated as holidays by the applicable building service union
employees contract;

                (d) "REGULAR HOURS" shall mean the hours between 8:00 A.M. to
6:00 P.M. on business days; and



                                       14
<PAGE>

                (e) "AFTER HOURS" shall mean, with respect to heating service,
any time other than regular hours during the Heating Season, and with respect to
air-conditioning service, any time other than regular hours during the Cooling
Season.

            C. In accordance with, and subject to, the provisions of this
Article, Landlord shall furnish heat to the Demised premises (THE "HEATING
SERVICE") and air-conditioning to the.Demised premises (the "AIR-CONDITIONING
SERVICE"), both through the perimeter units presently located in the Demised
premises. The systems through which Landlord so supplies such heating and
air-conditioning to the Demised premises, as well as ventilation, are herein
referred to as the "BUILDING HVAC SYSTEMS."

            D. At no additional cost to Tenant, but subject to energy
conservation requirements of governmental authorities, Landlord shall furnish
heating service during regular hours during the Heating Season and
air-conditioning service during regular hours during the Cooling Season. If
Tenant shall require after hours heating service during the Heating Season, or
after hours air-conditioning service during the Cooling Season, or ventilation
at any time other than during regular hours during either the Heating Season or
the Cooling Season, Landlord shall furnish such after hours heating service,
air-conditioning service, or ventilation, as the case may be, but only upon at
least one (1) business day's prior notice and at Landlord's then prevailing
hourly charges for providing such service, which shall be paid by Tenant within
ten (10) days after written demand as additional rent. In the event that such
after hours heating service, air-conditioning service, or ventilation, as the
case may be, is requested by other tenants, the cost thereof shall be prorated
among all tenants who have requested the service. Notwithstanding anything
contained in this lease which may be deemed to the contrary, Landlord shall have
no obligation to furnish after hours air-conditioning service during the Heating
Season, and Landlord shall have no obligation to furnish after hours heating
service during the Cooling Season.

46.         LANDLORD'S OTHER SERVICES:

            A. Landlord, at its expense, shall provide public elevator service,
passenger and freight, by elevators serving the floor on which the demised
premises are situated during regular hours of business days with respect to the
passenger elevators, and during the hours of 8:00 am and 4:00 p.m. (excluding a
one (1) hour lunch break) on business days with respect to the freight elevator,
and shall have at least one passenger elevator subject to call at all other
times. Tenant acknowledges that Tenant's use of such freight elevator is
non-exclusive and subject to scheduling by Landlord.

            B. Intentionally omitted.

            C. As long as Tenant is not in default under any of the covenants
under the lease, Landlord shall provide water for ordinary lavatory purposes
only, but if Tenant uses or consumes water for any other purposes or in unusual
quantities (of which fact Landlord shall be the sole judge), Landlord may
install, a water meter at Tenant's expense to register such water consumption
and Tenant shall pay for water consumed as shown on said meter as Additional
Rental as and when bills are rendered.

            D. Landlord reserves the right, without any liability to Tenant
(except as otherwise expressly provided in this lease), to stop operating any of
the heating, ventilating, air conditioning, electric, sanitary, elevator, or
other building systems serving the demised premises, and to stop THE rendition
of any of the other services required of Landlord under this lease, whenever and
for so long as may be necessary by reason of accidents, emergencies, strikes, or
the making of repairs or changes that Landlord is required by this lease or by
law to make or in good faith deems necessary, by reason of difficulty in
securing proper supplies of fuel, steam, water, electricity, labor, or supplies,
or by reason of any other cause beyond Landlord's reasonable control.

            E. Subject to the Rules and Regulations now in effect or which may
be from time to time adopted by Landlord, and subject further to the other
provisions of this lease, during


                                       15
<PAGE>


47.         CLEANING:

            A. Landlord, at its expense, shall cause the demised premises to be
cleaned in accordance with the then current Building standard cleaning
specifications. Tenant shall pay to Landlord on demand the costs incurred by
Landlord for (a) extra cleaning work in the demised premises required because of
(i) misuse or neglect on the part of Tenant or its employees or visitors, (ii)
use of portions of the demised premises for preparation, serving or consumption
of food or beverages, data processing or reproducing operations, private:
lavatories or toilets or other special purposes requiring greater or more
difficult cleaning work than office areas, (iii) unusual quantity of interior
glass surfaces, (iv) non-building standard, materials or finishes installed by
Tenant or at its request, and (b) removal from the demised premises and the
Building of any refuse and rubbish of Tenant in excess of that ordinarily
accumulated daily in the routine of business office occupancy. landlord, its
cleaning contractor and their employees shall have after hours access to the
demised premises and the free use of light, power and water in the demised
premises as reasonably required for the purpose of cleaning the demised premises
in accordance with Landlord's obligations hereunder.'

            B. Tenant, at its sole cost and expense, shall clean or cause to be
cleaned, to the reasonable satisfaction of Landlord, all portions of the demised
premises that Landlord is not obligated to clean, by using a cleaning contractor
designated by Landlord or by using Tenant's employees. Tenant shall place all of
its refuse and rubbish that Landlord is not obligated to remove from the demised
premises in sealed plastic bags at a location and at times to be designated by
Landlord. Tenant shall pay to Landlord, on demand, any costs incurred by
Landlord for (i) removal from the designated location and the Building of so
much of any refuse and rubbish of Tenant as shall exceed that ordinarily
accumulated daily in the routine of business office occupancy for premises equal
in size to the demised premises and (ii) Tenant's failure to place its refuse
and rubbish at the designated location, times or in the manner hereinbefore
provided. No one other than persons first approved by Landlord shall be
permitted to enter the demised premises or the Building for the purposes of
cleaning the same. All cleaning of the demised premises by Tenant shall be
performed strictly in accordance with the rules and regulations established from
tune to time by Landlord.

48.         ASSIGNMENT:

            A. (a) Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage, or encumber this lease or any of
its rights or estates hereunder, sublet the demised premises or any part
thereof, or suffer, or permit, the demised premises, or any part thereof, to be
used or occupied 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 sublet or occupied by anybody other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, subtenant, or occupant, and
apply the net amount collected to the rent herein reserved, but no assignment,
subletting, occupancy, or collection shall be deemed a waiver of the provisions
hereof, the acceptance of the assignee, subtenant, or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant herein contained. Landlord's consent to an assignment or
subletting shall not, in any wise, be construed to relieve Tenant from obtaining
Landlord's express written consent to any further assignment or subletting. In
no event shall any permitted sublessee assign or encumber its sublease, further
sublet all or any portion of its sublet space, or otherwise suffer or permit the
sublet space, or any part thereof, to be used or occupied by others, without
Landlord's prior written consent in each instance.

               (b) As used in this Article, except in the definition of the term
"RELATED ENTITY," the word "CONTROL," (including the derivations of the word
"CONTROL," such as "CONTROLLING" "CONTROLLED BY" OR "UNDER COMMON CONTROL WITH"
or words of like import) shall mean: (i) ownership of more than 50% of the
outstanding voting capital stock of a


                                       16
<PAGE>

corporation or more than 50% of the beneficial interests of any other entity OR
(ii) the ability effectively to control or direct the business decisions of such
corporation or entity. The term "RELATED ENTITY" shall mean an entity which for
controls, is controlled by or is under common control with Tenant, which for
purposes hereof shall mean (x) ownership by Tenant of more than 50% of the
outstanding voting capital stock of a corporation or more than 54% of the
beneficial interests of any other entity And (y) the ability to effectively
control or direct the business decisions of such corporation ox entity

            B. If Tenant shall, at any time or times during the term of this
least, desire to assign this lease or sublet all or part of the demised
premises, Tenant shall give notice thereof to Landlord, which notice shall be
accompanied by: (a) a conformed or photostatic copy of the proposed assignment
or sublease, the effective or commencement date of which shall be not less than
sixty (60) nor more than ninety (90) days after the giving of such notice; (b) a
statement setting forth, in reasonable detail, the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the
demised premises; and (c) current financial information with respect to the
proposed assignee or subtenant, including its most recent financial report. Such
notice shall be decreed an offer from Tenant to Landlord whereby Landlord (or
Landlord's designee) may, at its option, (i) sublease such space (hereinafter
referred to as the "LEASEBACK SPACE") form Tenant upon the terms and conditions
hereinafter set forth (if the proposed transaction is a sublease of all or part
of the Demised Premises), (ii) terminate this lease (if the proposed transaction
is an assignment or a sublease of all or substantially all of the Demised
Premises), or (iii) terminate this lease with respect to the Leaseback Space (if
the proposed transaction is a sublease of part of the Demised Premises and the
proposed subletting is for all (or substantially all) of the balance of the term
of this lease). Said options may be exercised by Landlord by notice to Tenant at
any time within sixty (60) days after such notice has been given by Tenant to
Landlord; and during such sixty (60) day period Tenant shall not assign this
lease nor sublet such space to any person.

            C. (a) If Landlord exercises its option to terminate this lease in
the case where Tenant desires either to assign this lease or sublet all or
substantially all of the Demised Premises, then, this lease shall end and expire
on the date that such assignment of sublet was to be effective or commence, as
the case may be, and the fixed rent and additional rent shall be paid and
apportioned to such date.

               (b) If Landlord exercises its option to terminate this lease in
part in any case where Tenant desires to sublet part of the Demised Premises,
then, (i) this lease shall end and expire with respect to such part of the
Demised Premises on the date that the proposed sublease was to commence; (ii)
from and after such date the fixed rent and additional rent shall be adjusted,
based upon the proportion that the rentable area of the Demised Premises
remaining bears to the total rentable area of the Demised Premises; and (iii)
Tenant shall pay to Landlord, as additional rent, within ten (10) days after
Landlord's demand therefor, the costs incurred by Landlord in physically
separating such part of the Demised Premises from the balance of the Demised
Premises and in complying with any laws and requirements of any public
authorities relating to such separation.

            D. (a) If Landlord exercises its option to sublet the Leaseback
Space, such sublease to Landlord or its designee (as subtenant) shall be at the
lower of (i) the rental rate per rentable square foot of fixed rent and
additional rent then payable pursuant to this lease and (ii) the rentals set
forth in the proposed sublease, and shall be for the same term as that of the
proposed subletting, and such sublease;

                   (v) shall be expressly subject to all of the covenants,
agreements, terms, provisions and conditions of this lease except such as are
irrelevant or inapplicable, and except as otherwise expressly set forth to the
contrary in this Section;

                   (w) shall be upon the same terms and conditions as those
contained in the proposed sublease, except such as are irrelevant or
inapplicable and except as otherwise expressly set forth to the contrary in this
Section;



                                       17
<PAGE>

                   (x) shall give the sublessee the unqualified and unrestricted
right, without Tenant's permission, to assign such sublease or any interest
therein and/or to sublet the Leaseback Space or any part or parts of the
Leaseback Space and to make any and all changes, alterations, and improvements
in the space covered by such sublease and if the proposed sublease will result
in all or substantially all of the Demised Premises being sublet, grant Landlord
or its designee the option to extend the term of such sublease for the balance
of the term of this lease less one (1) day;

                   (y) shall provide that any assignee or further subtenant, of
Landlord or its designee, may, at the election of Landlord, be permitted to make
alterations, decorations and installations in the Leaseback Space or any part
thereof and shall also provide in substance: that any such alterations,
decorations and installations is the Leaseback Space therein made by any
assignee or subtenant of Landlord or its designee may be removed, in whole or is
part, by such assignee or subtenant, at its option, prior to or upon the
expiration or other termination of such sublease provided that such assignee or
subtenant, at its expense, shall repair any damage and injury to that portion of
the Leaseback Space so sublet caused by such removal; and

                   (z) shall also provide that (A) the parties to such sublease
expressly negate any intention that any estate created under such sublease be
merged with any other estate held by either of said parties, (B) any assignment
or subletting by Landlord or its designee (as the subtenant) may be for any
purpose or purposes that Landlord, in Landlord's uncontrolled discretion, shall
deem suitable or appropriate, (C) Tenant, at Tenant's expense, shall and will at
all times provide and permit reasonably appropriate means of ingress to and
egress from the Leaseback Space so sublet by Tenant to Landlord or its designee,

            (D) Landlord, at Tenant's expense, may make such alterations as may
be required or deemed necessary by Landlord to physically separate the Leaseback
Space from the balance of the Demised Premises and to comply with any laws and
requirements of public authorities relating to such separation, and (E) that at
the expiration of the term of such sublease, Tenant will accept the space
covered by such sublease in its then existing condition, subject to the
obligations of the sublessee to make such repairs thereto as may be necessary to
preserve the premises demised by such sublease in good order and condition.

               (b) If Landlord exercises its option to sublet the Leaseback
Space, then:

                   (i) Landlord shall indemnify and save Tenant harmless from
all obligations under this lease as to the Leaseback Space during the period of
time it is so sublet to Landlord;

                   (ii) Performance by Landlord, or its designee, under a
sublease of the Leaseback Space shall be deemed performance by Tenant of any
similar obligation under this least and any default under any such sublease
shall not give rise to a default under a similar obligation contained in this
Lease, nor shall Tenant be liable for any default under this lease or deemed to
be in default hereunder if such default is occasioned by or arises from any act
or omission of the tenant under such sublease or is occasioned by or arises from
any act or omission of any occupant holding under or pursuant to any such
sublease; and

                   (iii) Tenant shall have no obligation, at the expiration or
earlier termination of the term of this lease, to remove any alteration,
installation or improvement made in the Leaseback Space by Landlord. E. In the
event that Tenant complies with the provisions of Section B of this Article and
Landlord does not exercise an option provided to it thereunder within the time
provided therefor, and provided that Tenant is not in default of any of Tenant's
obligations under this lease after notice and the expiration of any applicable
grace period, Landlord's consent (which must be in writing and in form
reasonably satisfactory to Landlord) to the proposed assignment or sublease
shall not be unreasonably withheld or delayed provided that Tenant has complied
with the following conditions:



                                       18
<PAGE>

               (a) in Landlord's reasonable judgment, the proposed assignee or
subtenant is engaged in such a business, and the demised premises, or the
relevant part thereof, will be used in such a manner, that: (i) is limited to
the use expressly permitted under this lease; and (ii) will not violate any
negative covenant as to use contained in any other lease of space in the
Building about which Tenant has been informed following its request to Landlord
for such information;

               (b) the proposed assignee or subtenant is a reputable person of
good character and with sufficient financial worth considering the
responsibility involved, and Landlord has been furnished with reasonable proof
thereof;

               (c) neither (i) the proposed assignee or sublessee nor (ii) any
person that, directly or indirectly, controls, is controlled by, or is under
common control with, the proposed assignee or sublessee or any person who
controls the proposed assignee or sublessee, is then an occupant or tenant of
any part of the Building;

               (d) the proposed assignee or sublessee is not a person with whom
Landlord is then, or shall have been during the previous six (6) month period,
negotiating to lease space in the Building;

               (e) the proposed assignment agreement or sublease agreement, as
the case may be, shall be in form reasonably satisfactory to Landlord and shall
comply with the applicable provisions of this Article;

               (f) there shall not be more than one (1) occupant, including
Tenant, of the demised premises;

               (g) the amount of the aggregate rent to be paid by the proposed
subtenant is not less than the then current market rent per rentable square foot
for the demised premises, and the rental and other terms and conditions of the
assignment or sublease are the same as those contained in the proposed
assignment or sublease furnished to Landlord pursuant to Section B;

               (h) Tenant shall not have: (i) advertised or publicized in arty
way THE availability of the demised premises without prior notice to, and
approval by, Landlord, which approval Landlord agrees not to unreasonably
withhold, nor shall any advertisement state the name (as distinguished from the
address) of the Building or the proposed rental, or (ii) listed the demised
premises for subletting or assignment, with a broker, agent or representative
other than the then managing agent of the Building or other agent designated by
Landlord, or otherwise at a rental rate less than the greater rate of (x) the
fixed rent and additional rent then payable hereunder for such space, or (y) the
fixed rent and additional rent at which Landlord is then offering to lease other
space in the Building;


               (i) the sublease shall not allow the use of the demised premises
or any part thereof: (i) as a restaurant, luncheonette, or otherwise for the
preparation and/or sale of food for on or off premises consumption; (ii) as a
discount store; (iii) as a multiple tenancy store; (iv) by a foreign or domestic
governmental agency; (v) as a betting parlor or gambling casino; or (vi) by a
utility company;

               (j) the proposed assignee or sublessee is not a person entitled,
directly or indirectly, to diplomatic or sovereign immunity or is not subject to
service of process in New York State or to the jurisdiction of the State and
Federal Courts located in New York State;

               (k) the sublease shall not provide for an option on behalf of the
subtenant thereunder to extend or renew the term of such sublease; and

               (1) to the extent any superior mortgage or any superior lease
provides that the proposed assignment or subletting is subject to the approval
or consent of the holder thereof or lessor thereunder, such approval or consent
has been given.



                                       19
<PAGE>


            F. (a) Tenant shall reimburse Landlord on demand and as additional
rent, for all reasonable costs and expenses that may be incurred or paid by
Landlord in connection with all proposed assignments and sublettings, including,
without limitation, the costs of making investigations as to the acceptability
of the proposed assignee or subtenant, and legal costs incurred in connection
with the reviewing of the proposed assignment or subletting and all of the
documents and other information related thereto (which costs and expenses Tenant
covenants and agrees to reimburse to Landlord regardless of whether Landlord
consents to the proposed assignment or sublease or whether such consent is
required hereunder).

               (b) In the event that (i) Landlord fails to exercise any of its
options under Section B of this Article and consents to a proposed assignment or
sublease and (ii) tenant fails to execute and deliver the assignment or sublease
to which Landlord consented within sixty (60) days after the giving of such
consent, then Tenant shall again comply with all of the provisions and
conditions of Section B, before assigning this lease or subletting all or part
of the demised premises.

            G. Each subletting pursuant to this Article shall be subject to all
of the covenants, agreements, terms, provisions and conditions contained in this
lease. Notwithstanding any such subletting and/or acceptance of rent or
additional rent by Landlord from any subtenant, Tenant shall and will remain
fully liable for the payment of the fixed rent and additional rent due, and to
become due, hereunder, for the performance of all of the covenants, agreements,
terms, provisions and conditions contained in this lease on the part of Tenant
to be performed and for all acts and omissions of any licensee, subtenant, or
any other person claiming under or through any subtenant that shall be in
violation of any of the obligations of this lease, and any such violation shall
be deemed to be a violation by Tenant. Tenant further agrees that,
notwithstanding any such subletting, no other and further subletting of the
demised premises by Tenant, or any person claiming through or under Tenant
(except as provided in Section K of this Article), shall, or will be, made,
except upon compliance with, and subject to, the provisions of this Article. If
Landlord shall decline to give its consent to any proposed assignment or
sublease, or if Landlord shall exercise any of its options under Section B,
Tenant shall indemnify, defend and hold Landlord harmless from and against any
and all losses, liabilities, damages, costs and expenses (including reasonable
counsel fees) resulting from any claims that may be made against Landlord by the
proposed assignee or subtenant or by any brokers or other persons claiming a
commission or similar compensation in connection with the proposed assignment or
sublease.

            H. With respect to each and every sublease or subletting, whether
made with Landlord's consent pursuant to Section A or without Landlord's consent
pursuant to Section K, it is further agreed that:

               (a) no subletting shall be for a term ending later than one day
prior to the expiration date of this lease;

               (b) no sublease shall be valid, and no subtenant shall take
possession of the demised premises or any part thereof, until a true, complete,
fully-executed counterpart of such sublease has been delivered to Landlord; and

               (c) each sublease shall provide that it is subject and
subordinate to this lease and to the matters to which this lease is or shall be
subordinate, and that, in the event of termination, re-entry, or dispossess by
Landlord under this lease, Landlord may, at its option, take over all of the
right, title and interest of Tenant as sublandlord under such sublease, and such
subtenant shall, at Landlord's option, attorn to Landlord pursuant to the then
executory provisions of such sublease, except that Landlord shall not (i) be
liable for any previous act or omission of Tenant under such sublease, (ii) be
subject to any offset, not expressly provided in such sublease, that theretofore
accrued to such subtenant against Tenant or (iii) be bound by any previous
modification of such sublease or by any previous prepayment of more than one
month's fixed rent or any additional rent thne due.

            I. Any assignment or transfer, whether made with Landlord's consent
pursuant to Section A or without Landlord's consent pursuant to Section K, shall
be made only if, and



                                       20
<PAGE>

shall not be effective until, the assignee shall execute, acknowledge and
deliver to Landlord an agreement, in form and substance satisfactory to
Landlord, whereby the assignee shall assume all of the obligations of this lease
on the part of Tenant to be performed or observed and whereby the assignee shall
agree that the provisions contained in Section A shall, notwithstanding such
assignment or transfer, continue to be binding upon it in respect of all future
assignments and transfers. The original named Tenant covenants that,
notwithstanding any assignment or transfer, whether or not in violation of the
provisions of this lease, and notwithstanding the acceptance of fixed rent
and/or additional rent by Landlord from an assignee, transferee, or any other
party, the original named Tenant shall remain fully liable for the payment of
the fixed rent and additional rent and for the other obligations of this lease
on the part of Tenant to be performed or observed.

            J. If Landlord shall give its consent to any assignment of this
lease or to any sublease, Tenant shall, in consideration therefor, pay to
Landlord, as additional rent:

               (i) in the case of an assignment, an amount equal to (y) all sums
and other consideration PAID to Tenant by the assignee for, or by reason of,
such assignment, including all sums paid for the sale of Tenant's fixtures,
leasehold improvements, equipment, furniture, furnishings, or other personal
property less (z), in the case of a sale thereof, the then net unamortized or
undepreciated cost thereof, determined on the basis of Tenant's federal income
tax returns; and

               (ii) in the case of a sublease, an amount equal to (y) any rents,
additional charges, or other consideration payable under the sublease by the
subtenant to Tenant that are in excess of the fixed rent and additional rent
accruing during the term of the sublease in respect of the subleased space (at
the rate per square foot payable by Tenant hereunder) pursuant to the terms
hereof, including all sums paid for the sale or rental of Tenant's fixtures,
leasehold improvements, equipment, furniture, or other personal property less
(z), in the case of a sale thereof, the then net unamortized or undepreciated
cost thereof, determined on the basis of Tenant's federal income tax returns.

The sums payable under this Sections shall be paid to Landlord as and when
payable by the assignee or subtenant to Tenant.

            K. (a) For the purpose of this Article, the following are
"PROHIBITED TRANSFERS" to which Section A of this Article shall apply as if any
of such Prohibited Transfers were an assignment of this lease:

The issuance or transfer of interests in Tenant or any guarantor of Tenant's
obligations hereunder (a "GUARANTOR") (whether stock, partnership interests,
interests in a limited liability company or otherwise) to a person or group of
related persons, whether in a single transaction or a series of related or
unrelated transactions, in such quantities that after such issuance or transfer,
control of Tenant or such Guarantor (as it shall be constituted after giving
effect to such issuance or transfer of interests in Tenant or Guarantor, as the
case may be), directly or indirectly, shall have changed, shall be deemed a
Prohibited Transfer unless the conditions of subsection (b) below are met. Any
person or legal representative of Tenant, to whom Tenant's interest under this
lease passes by operation of law, or otherwise, shall be bound by the provisions
of this Article.

               (b) Notwithstanding the foregoing, if Tenant, a Guarantor or
entity which controls Tenant or Guarantor is a corporation listed and traded on
a nationally recognized stock exchange or over-the-counter market, the transfer,
sale or other disposition (including issuance) of the stock of such corporation
shall not be deemed an assignment of this lease or a Prohibited Transfer. In
addition, (i) transfers of the stock or all or substantially all of the assets
of Tenant to a Related Entity or into which or with which Tenant is merged or
consolidated or (ii) an assignment to a Related Entity shall not be a Prohibited
Transfer, provided that: (A) the successor to Tenant has a net worth, computed
in accordance with generally accepted accounting principles, at least equal to
the greater of (A) the net worth of tenant immediately prior to such merger,
consolidation, or transfer or (B) the net worth of



                                       21
<PAGE>


Tenant herein named on the date of this lease; (B) reasonable proof satisfactory
to Landlord of such net worth shall have been delivered to Landlord, together
with such books and records of the then Tenant as may be necessary to establish
that any assignee claimed by Tenant to be a Related Entity is in fact a Related
Entity, at least ten (10) days prior to the effective date of any such
transaction; (C) the purposes for which such successor to Tenant INTENDS TO use
the demised premises (or the applicable portions thereof) are uses expressly
permitted by this lease and (D) an executed duplicate original of the assignment
and assumption agreement (other than in connection with the sale of stock only)
shall be delivered to Landlord for review by Landlord and Landlord's counsel, at
least ten (10) days prior to the effective date thereof. Simultaneously with the
delivery of such assignment and assumption agreement, Tenant shall deliver to
Landlord a certified copy of a duly adopted resolution of the board of directors
of both Tenant and the assignee, in form and content reasonably satisfactory to
Landlord, authorizing the execution, acknowledgment and delivery of said
assignment and assumption agreement, and the transactions contemplated therein.

            L. The joint and several liability of Tenant and any immediate or
remote successor in interest to Tenant, and the due performance of the
obligations of this lease on Tenant's part to be performed or observed, shall
not be discharged, released, or impaired in any respect by any agreement or
stipulation made by Landlord extending the time of, or modifying any of the
obligations of, this lease, or by any waiver or failure of Landlord to enforce
any of the obligations of this lease.

            M. The listing of any name other than that of Tenant, whether on the
doors of the demised premises, on the Building directory, if any, or otherwise,
shall not operate to vest any right or interest in this lease of in the demised
premises, nor shall it be deemed to be the consent of Landlord to any assignment
or transfer of this lease, to any sublease of the demised premises, or to the
use or occupancy thereof by others.

49.         INSURANCE:

            A. Tenant shall not violate, or permit the violation of, any
condition impaled by the standard fire insurance policy then issued for office
buildings in the Borough of Manhattan, City of New York, and shall not do,
permit anything to be done, keep, or permit anything to be kept, in the demised
premises that would: (i) subject Landlord to any liability or responsibility for
personal injury, death, or property damage; (ii) increase the fire or other
casualty insurance rate on the Building or the property therein over the rate
that would otherwise then be in effect (unless Tenant pays the resulting premium
as provided in Section F of this Article); or (iii) result in insurance
companies of good standing refusing to insure the Building or any of such
property in amounts reasonably satisfactory to Landlord.

            B. Tenant covenants to provide on or before the Commencement Date
and to keep in force during the term hereof, the following insurance coverage
which coverage shall be effective on the Commencement Date:

               (a) A comprehensive policy of liability insurance, with broad
form endorsement, containing an omnibus named insured provision naming as
additional insureds Landlord and the holders of all superior mortgages, the
lessors under all superior leases, Landlord's agents and all other persons and
entities designated by Landlord (but only to the extent that Landlord
specifically requests such holders, lessors, agents and other persons and
entities to be so named) and protecting Landlord, Tenant, all of Tenant's
subtenants, and all such other additional insureds, against (i) all claims,
demands or actions for injury to, or death of, persons or property, arising
from, related to, or in any way connected with the use or occupancy of the
Demised Premises, or caused by actions or omissions to act of Tenant, its
agents, servants and contractors, or of any person or entity claiming by,
through or under Tenant, and (ii) all accidents occurring in or about the
Demised Premises. Such policy shall have limits of liability of not less than
Three Million ($3,000,000.00) Dollars combined single limit coverage on a per
occurrence basis, including property damage. Such policy shall contain a
contractual liability coverage endorsement with respect to Tenant's
indemnification obligations under this lease, and shall include independent
contractors' coverage. Such insurance may be carried under a blanket


                                       22
<PAGE>


policy covering the Demised Premises and other locations of Tenant, if any,
provided such policy contains an endorsement (i) naming Landlord (and the
above-mentioned other persons and entities) as additional insureds, (ii)
specifically referencing the Demised Premises, and (iii) guaranteeing a minimum
limit available for the Demised Premises equal to the limits of liability
required under this lease;

               (b) "ALL-RISK" coverage in an amount adequate to cover the cost
of replacement of all of personal property, fixtures, furnishing and equipment,
including Tenant's Work located in the Demised Premises;

               (c) worker's compensation, and, if required by applicable law,
disability and such other similar insurance, in statutory amounts, covering all
persons that are performing Changes (as hereinafter defined), or with respect to
whom death or bodily injury claims could be asserted against Landlord or the
Land or THE Building; and

               (d) business interruption insurance in the amount of annual gross
income for one (1) year.

All such policies shall be issued by companies of recognized responsibility
licensed to do business in New York State and rated by Best's Insurance Reports
or any successor publication of comparable standing and carrying a rating of A
VIII or better or the then equivalent of such rating. Prior to the time that
such insurance is first required to be carried by Tenant, and, thereafter, at
least fifteen (15) days prior to the expiration of any such policies, Tenant
agrees to deliver to Landlord either duplicate originals of the aforesaid
policies or certificates evidencing such insurance, provided that said
certificate contains an endorsement that such insurance may not be modified or
cancelled except upon fifteen (15) days' notice to Landlord, together with
evidence of payment for the policy. Tenant's failure to provide and keep in
force the aforementioned insurance shall be regarded as a material default
hereunder, entitling Landlord to exercise any or all of the remedies as provided
in this lease in the event of Tenant's default.


            C. Landlord and Tenant shall each endeavor to secure an appropriate
clause in, or an endorsement upon, each fire or extended coverage policy
obtained by it and covering the Building, the demised premises, or the personal
property, fixtures and equipment located therein or thereon, pursuant to which
the respective insurance companies waive subrogation or permit the insured,
prior to any loss, to agree with a third parry to waive any claim it might have
against said third party. The waiver of subrogation or permission for waiver of
any claim hereinbefore referrer to shall extend to the agents of each party and
its employees and, in the case of Tenant, shall also extend to all other persons
and entities occupying or using the demised premises in accordance with the
terms of this lease. If, and to the extent that, such waiver or permission can
be obtained only upon payment of an additional charge, then, except as provided
in Sections D and E of this Article, the party benefiting from the waiver or
permission shall pay such charge upon demand, or shall be deemed to have agreed
that the party obtaining the insurance coverage in question shall be free of any
further obligations under the provisions hereof relating to such waiver or
permission.


            D. In the event that Tenant shall be unable at any time to obtain
one of the provisions referred to in Section C above, in any of its insurance
policies, Tenant shall cause Landlord to be named in such policy or policies as
one of the assureds, but if any additional premium shall be imposed for the
inclusion of Landlord as such an assured, Landlord shall pay such additional
premium upon demand or Tenant shall be excused from its obligations under
Section C with respect to the insurance policy or policies for which such
additional premiums would be imposed. In the event that Landlord shall have been
named as one of the assureds in any of Tenant's policies in accordance with the
foregoing, Landlord shall endorse promptly to the order of Tenant, without
recourse, any check, draft, or order for the payment of money representing the
proceeds of any such policy, or any other payment growing out of or connected
with said policy, and Landlord hereby irrevocably waives any and all rights in
and to such proceeds and payments.



                                       23
<PAGE>

            E. In the event that Landlord shall be unable at any time to obtain
one of the provisions referred to in Section C in any of its insurance policies,
Landlord shall, at Tenant's option, cause Tenant to be named in such policy or
policies as one of the assureds, but if any additional premium shall be imposed
for the inclusion of Tenant as such an assured, Tenant shall pay such additional
premium upon demand. In the event that Tenant shall have been named as one of
the assureds in any of Landlord's policies in accordance with the foregoing,
Tenant shall endorse promptly to the order of Landlord, without recourse, any
check, draft, or order for the payment of money representing the proceeds of any
such policy, or any other payment growing out of or connected with said policy,
and Tenant hereby irrevocably waives any and all rights in and to such proceeds
and payments.

            F. Subject to the provisions of Sections C, D and E, and insofar as
may be permitted by the terms of the insurance policies carried by it, each
party hereby releases the other with respect to any claim (including a claim for
negligence) that it might otherwise have against the other party for loss,
damages, or destruction with respect to its property by fire or other casualty
(including rental value or business interruption, as the case may be) occurring
during the term of this lease.

            G. If, by reason of a failure of Tenant to comply with the
provisions of Section A of this Article, the rate of fire insurance with
extended coverage on the Building or equipment or other property of Landlord
shall be higher than it otherwise would be, Tenant shall reimburse Landlord, on
demand, for that part of the premiums for fire insurance and extended coverage
paid by Landlord because of such failure on the part of Tenant.

            H. If any dispute shall arise between Landlord and Tenant with
respect to the incurrence or amount of any additional insurance premium referred
to in Section F, the dispute shall be determined by arbitration.

            I. A schedule or make up of rates for the Building or the demised
premises, as the case may be, issued by the New York Fire Insurance Rating
Organization or other similar body making rates for fire insurance and extended
coverage for the premises concerned, shall be conclusive evidence of the facts
therein stated and of the several items and charges in the fire insurance rate
with extended coverage then applicable to such premises.

50.         SUBORDINATION:

            A. For the purposes of this lease, the mortgages referred to in
Article 7 of this lease are herein define AS "SUPERIOR MORTGAGES" and the leases
referred to in said Article 7 are herein defined as "SUPERIOR LEASES." The then
holders of all superior mortgages and the then lessors under all superior leases
are intended to be third-party beneficiaries of this Article, and may enforce
the provisions of this Article before or after the foreclosure of the superior
mortgage in question and before or after the termination of the superior lease
in question, as the case may be. In the event of any act or omission of Landlord
that would give Tenant the right, immediately or after lapse of a period of
time, to cancel or terminate this lease, or to claim a partial or total
eviction, or entitle Tenant to any abatement or offset against the payment of
rent, Tenant shall not exercise such right (i) until it has given written notice
of such act or omission or the accrual of such claim or right, to the holder of
each superior mortgage and the lessor of each superior lease whose name and
address shall previously have been furnished to Tenant in writing, and (ii)(A)
if the Landlord's default in question can be cured by the payment of money or is
otherwise curable within thirty (30) days, the holders of each superior mortgage
and the lessors under each superior lease who shall have become entitled under
such superior mortgages and such superior leases to cure such default shall have
thirty (30) days to cure same; and (B) if the Landlord's default in question
cannot be cured by the payment of money and cannot otherwise reasonably be cured
within thirty (30) days, the holders of each superior mortgage and the lessors
under each superior lease who shall have become entitled under such superior
mortgage(s) and such superior lease(s) to cure such default shall have such
period of time as is necessary to cure the default; PROVIDED THAT, in the case
of clause (ii)(B) above, (x) the holder or lessor, as the case may be, notifies
Tenant of its intention to cure the default, (y) such holder or lessor, as the
case may be, commences


                                       24
<PAGE>


action to cure the default within thirty (30) days, and (z) such holder or
lessor, as the case may be, thereafter proceeds diligently at all times to cure
the default. Notwithstanding the foregoing, in no event shall any holder of a
superior mortgage or lessor under a superior least have a lesser period of time
to cure a default than is granted to Landlord under this lease.

            B. If the lessor of a superior lease or the holder of a superior
mortgage shall succeed to the rights of Landlord under this lease, whether
through possession or foreclosure action or delivery of a new lease or deed, or
if a superior lease shall terminate or be terminated for any reason, then, at
the election and upon demand of the party so succeeding to Landlord's rights, as
the successor owner of the property of which the demised premises is a part, or
as the mortgagee in possession thereof, or otherwise (such party, owner or
mortgagee being herein sometimes called the "SUCCESSOR LANDLORD"), TENANT shall
attorn to and recognize such successor landlord as Tenant's landlord under this
lease, and shall promptly execute and deliver any instrument that such successor
landlord may reasonably request to evidence such attornment. Upon such
attornment, this lease shall continue in full force and effect as, or as if it
were, a direct lease between the successor landlord and Tenant, upon all of the
executory terms, conditions and covenants as are set forth in this lease and
shall be applicable after such attornment, except that the successor landlord
shall not be (i) liable for any previous act or omission of Landlord under this
lease, (II) subject TO any credit, offset, claim, counterclaim, demand or
defense which Tenant may have against Landlord, (iii) bound by any previous
modification of this lease (made without the successor landlord's consent) or by
any previous prepayment of more than one (1) month's rent, (iv) bound by any
covenant of Landlord to undertake or complete any construction of the demised
premises or any portion thereof, (v) required to account for any security
deposit of Tenant other than any security deposit actually delivered to the
successor landlord by Landlord, (vi) liable for the obligations of Landlord
under this lease for any period of time other than such period as such successor
landlord holds such interest, and (vii) responsible for any monies owing by
Landlord to the credit of Tenant. The foregoing provisions shall inure to the
benefit of any successor landlord, shall apply to the tenancy of Tenant
notwithstanding that this lease may terminate upon the termination of the
superior lease, and shall be self-operative upon any such demand, without
requiring any further instrument to give effect to said provisions. Tenant,
however, upon demand of any successor landlord, agrees to execute, from time to
time, an instrument in confirmation of the foregoing provisions, satisfactory to
such successor landlord, in which Tenant shall acknowledge such attornment.
Nothing contained in this paragraph shall be construed to impair any right,
privilege or option of any successor landlord or, except as otherwise provided
in this lease, to impair any right, privilege or option of Tenant.

            C. If, in connection with obtaining financing or refinancing for the
Building, or Landlord's estate and interest therein, a lender shall request
reasonable modifications to this lease as a condition to such financing or
refinancing, Tenant will not withhold, delay or defer its consent thereto,
provided that such modifications do not increase the obligations of Tenant
hereunder (except, perhaps, to the extent that Tenant may be required to give
notices of any defaults by Landlord to such lender and/or permit the curing of
such defaults by such lender together with the granting of such additional time
for such curing as may be required for such lender to get possession of the
Building or Landlord's interest therein) or materially adversely affect the
leasehold interest hereby created. In no event shall a requirement that the
consent of any such lender be given for any modification of this lease or
subject to the provisions of this lease for any assignment or sublease, be
deemed to materially adversely affect the leasehold interest hereby created. In
the event Tenant fails to execute and deliver to Landlord a duly executed
modification or amendment of this lease incorporating such modification within
ten (10) days of request therefor, Landlord may execute such amendment or
modification for and on behalf of Tenant as its attorney-in-fact coupled with an
interest solely to execute and deliver any instruments required to carry out the
intent of this Section C on behalf of Tenant.

51.         FURTHER PROVISIONS AS TO DEFAULT:

            A. All sums of money, other than the fixed rent reserved in this
lease, that shall become due from and payable by Tenant to Landlord hereunder
shall constitute additional rent,



                                       25
<PAGE>

for default in the payment of which Landlord shall have the same remedies as for
a default in the payment of fixed rent.

            B. Section 17(1) of this lease shall be amended by reducing the
fifteen (15) day period set forth therein with respect to the non-payment of
rent or additional rent to ten (10) days, so that if Tenant fails to make any
payment of fixed rent or additional rent when due, and Landlord serves a written
notice upon Tenant specifying the nature of such default and such default fails
to be remedied in full within five (5) days after such notice is served upon
Tenant, Landlord may serve the written five (5) day notice of cancellation
referred to in said Section 17(1) and exercise any or all of its other rights
and remedies set forth in Article 17 and elsewhere in this lease or available at
law or in equity, Tenant hereby agreeing that all defaults in Tenant's
obligation to pay fixed rent and additional rent can be completely cured and
remedied within five (5) days after the notice of default is served upon Tenant.
It is the intention of the parties that the provisions of Article 17 of this
lease shall and do create an enforceable conditional limitation applicable to
any default by Tenant in the observance, performance or compliance with any of
the terms, covenants or conditions is this lease on Tenant's part to observe,
perform or comply with, including, without limitation, the covenant to pay fixed
rent and additional rent.

            C. If Tenant is late in making any payment due to Landlord from
Tenant under this lease for five (5) or more days, then interest shall become
due and owing to Landlord on such payment from the date upon which it was due,
which interest shall be computed at the following rates:

               (i) for an individual or partnership tenant, computed at the
maximum lawful rate of interest;

               (ii) for a corporate tenant, computed at the greater of (a) one
and 25/100 (1.25'96% ) percent per month or (b) the Interest Rate, but in no
event in excess of the maximum lawful rate of interest chargeable to
corporations in the State of New York.

            D. Bills for any expenses incurred by Landlord in connection with
any performance by it for the account of Tenant, and bills for all costs,
expenses and disbursements of every kind and nature whatsoever, including
reasonable counsel fees, involved in collecting or endeavoring to collect the
fixed rent or additional rent or any part thereof or enforcing or endeavoring to
enforce any rights against Tenant, under or in connection with this lease, or
pursuant to law, including any such cost, expense and disbursement involved in
instituting and prosecuting summary proceedings, as well as bills for any
property, material, labor, or services provided, furnished, or rendered, by
Landlord or at its instance to Tenant, may be sent by Landlord to Tenant
monthly, or immediately, at Landlord's option, and shall be due and payable in
accordance with the terms of such bills.

            E. Tenant covenants and agrees that it shall not enter into any
assignment of lease, assignment of sublease or sublease of premises with any
other tenant or occupant of the Building whereby such other tenant or occupant
assigns its lease or sublease or sublets all or part of its premises to Tenant.
The covenants and obligations contained in this Paragraph E shall be deemed
material covenants and obligations of Tenant under this lease for default of
which shall entitle Landlord to exercise the same rights and remedies as if
Tenant had defaulted in the payment of the rents reserved hereunder.


            F. (a) For the purposes of this Section, Landlord's rights under
Section 16(b) of this lease 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 is hereinafter referred to as the "ACCELERATION REMEDY."
In case of any default, re-entry, expiration and/or dispossess by summary
proceedings or otherwise as described in Article 17 of this lease, in lieu of
the deficiency damages described in Article 18 of this lease, Landlord may avail
itself of the Acceleration Remedy.


                                       26
<PAGE>


               (b) For the purposes of Section 16(b) of this lease, the term
"RENT RESERVED HEREUNDER FOR THE UNEXPIRED PORTION OF THE TERM DEMISED" shall
mean the aggregate of the fixed rent and the additional rent payable hereunder
which would have been payable by Tenant (conclusively presuming the additional
rent to be the same as was payable for the year immediately preceding such
termination) for the period commencing with the termination of this lease
pursuant to Articles 16 or 17 above, as the case may be, or the date of any
re-entry provided for in Article 17 above, as the case may be, and ending with
the Expiration Date, had this lease not so terminated or had Landlord not so
re-entered the demised premises.

               (c) Nothing contained in this lease shall be construed to limit
or preclude recovery by Landlord against Tenant of any sums or damages to which,
in addition to the damages particularly provided in this lease, Landlord may
lawfully be entitled by reason of any default under this lease on the part of
Tenant. Nothing herein contained shall be construed, to limit or prejudice the
right of Landlord to prove for and obtain as liquidated damages by reason of the
termination of this lease or re-entry on the demised premises for the default of
Tenant under this lease, an amount equal to the maximum allowed by any statute
or rule of law in effect at the time when, and governing the proceedings in
which, such damages are to be proved whether or not such amount be greater,
equal to, or less than any of the sums referred to in Articles 16 or 18 above.

52.         SECURITY DEPOSIT:

            A. Tenant has deposited with Landlord the sum of $4.00,000.00, by
Letter of Credit as provided in Section B hereof, as security for the faithful
performance, observance and compliance with all of the terms, covenants and
conditions of this lease on Tenant's part to perform, observe or comply with.
Tenant agrees that, in the event that Tenant defaults under any of the terms,
covenants or conditions in this lease on Tenant's part to observe, perform or
comply with (including, without limitation, the payment of any installment of
fixed rent or any amount of additional rent), Landlord may notify the Issuing
Bank (as such term is defined in Section B hereof) and thereupon receive all of
the movies represented by the said Letter of Credit and use, apply, or retain
the whole or any part of such proceeds to the extent required for the payment of
any fixed rent, additional rent, or any other sums as to which Tenant is in ;
default, or for any sum that Landlord may expend or may be required to expend by
reason of any such default (including any damages or deficiency accrued before
or after summary proceedings or other re-entry by Landlord). In the event that
Landlord applies or retains any portion or all of such proceeds of such Letter
of Credit, the amount not so used, applied or retained shall continue to be
treated as Tenant's security deposit, and Tenant shall restore the amount so
applied or retained within five (5) days after Landlord's demand therefor, so
that, at all times, the amount deposited shall be $400,000.00. In the event that
Tenant shall fully and faithfully comply with all of the terms, provisions,
covenants and conditions of this lease, that portion, if any, of the Letter of
Credit not used, applied or retained shall be returned to Tenant after the
Expiration Date and after delivery of possession of the entire demised premises
to Landlord, in accordance with, and subject to, the applicable provisions of
this lease.

            B. (a) Tenant shall deliver to Landlord as such security a clean,
irrevocable and unconditional Letter of Credit issued by and drawn upon a
commercial bank (hereinafter referred to as the "ISSUING BANK") with offices for
banking purposes in the City of New York and approved by Landlord, which Letter
of Credit shall have a term of not less than one year, be in form and content
satisfactory to Landlord, be for the account of Landlord and be in the amount of
$400,000.00. The Letter of Credit shall provide that:

               (i) The Issuing Bank shall pay to Landlord or its duly authorized
representative an amount up to the face amount of the Letter of Credit upon
presentation of only the Letter of Credit and a sight draft in the amount to be
drawn;

               (ii) The Letter of Credit shall be deemed to be automatically
renewed, without amendment, for consecutive periods of one year each, unless the
Issuing Bank sends written notice (hereinafter called the "NON-RENEWAL NOTICE")
to Landlord by certified or registered mail, return receipt requested, not less
than thirty (30) days next


                                       27
<PAGE>

preceding the then expiration date of the Letter of Credit, that it elects not
to have such Letter of Credit renewed; and

               (iii) The Letter of Credit shall be transferable by the
beneficiary thereof, without charge to the beneficiary, and that any failure to
pay the transfer charges shall not affect the beneficiary's ability to transfer
the Letter of credit; the Letter of Credit may be transferred as aforesaid from
time to time, by the then beneficiary under the letter of credit; to effectuate
a transfer under the Letter of Credit, the beneficiary must notify the Issuing
Bank in a writing signed by an authorized signatory of beneficiary, of the name
and address of the transferee and of the effective date of the transfer; and
upon the Issuing Bank's receipt of such writing, the Issuing Bank will issue an
amendment to the Letter Credit that changes the name and address of the
beneficiary hereof and shall deliver the original of such amendment to the new
beneficiary/transferee and a copy thereof to the prior beneficiary/transferor.

               (b) Landlord, after its receipt of the Non-Renewal Notice, shall
have the right, exercisable by a sight draft only, to receive the moneys
represented by the Letter of Credit, which moneys shall be held by Landlord as a
cash deposit pursuant to the terms of this Article pending the replacement of
such Letter of Credit.

            C. In the event of a sale or transfer of the land or the Building,
or the then Landlord's interest in the land or the Building, or a leasing by the
then Landlord of the land or the Building or of Landlord's interest therein,
Landlord shall have the right, at no cost or expense to Landlord, to transfer or
assign such Letter of Credit to the vendee, transferee or losses, and Landlord
shall notify Tenant, by certified mail, return receipt requested, of such sale,
transfer or lease, together with the name and address of such vendee, transferee
or lessee, and Landlord shall thereupon be released by Tenant from all liability
for the return of such Letter of Credit. In such event, Tenant agrees to look
solely to the new landlord for the return of said Letter of Credit. It is agreed
that the provisions hereof shall apply to every transfer or assignment made of
said Letter of Credit to a new Landlord. In connection with the foregoing,
Tenant, at no cost to Landlord, shall cooperate with Landlord and such vendee,
transferee or lessee in connection with the transfer or assignment of such
Letter of Credit, including, without limitation, executing and delivering,
within five (5) days after demand therefor, any and all instruments,
certificates, agreements or other documents that Landlord, such vendee,
transferee or lessee, the bank with which such security is deposited or the
Issuing Bank may require.

            D. Tenant covenants that it will not assign or encumber, or attempt
to assign or encumber, such Letter of Credit, and that neither Landlord nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment, or attempted encumbrance.

            E. In the event that at any time during the term of this lease
Landlord, in Landlord's reasonable opinion, believes that circumstances have
occurred indicating that the Issuing Bank may be incapable of, unable to, or
prohibited from honoring the then existing Letter of Credit (hereinafter
referred to as the "existing l/c" in accordance with the terms thereof, then,
upon the happening of either of the foregoing, Landlord may send written notice
to Tenant (hereinafter referred to as the "REPLACEMENT NOTICE") requiring Tenant
within thirty (30) days to replace the Existing L/C with a new letter of credit
(hereinafter referred to as the "REPLACEMENT L/C") from an Issuing Bank meeting
the qualifications described in Section B. Upon receipt of a Replacement L/C
meeting the qualifications of Section B, Landlord shall forthwith return the
Existing L/C to Tenant. In the event that (a) a Replacement L/C meeting the
qualifications of Section B is not received by Landlord within the time
specified or (b) Landlord reasonably believes an emergency exists, then in
either event, the Existing L/C may be presented for payment by Landlord and the
proceeds thereof shall be held by Landlord in accordance with this Article,
subject, however, to Tenant's obligation to replace such cash security with a
new letter of credit meeting the qualifications of Section B.

            F. Tenant's federal employer identification number
is:___________________.


                                       28
<PAGE>


53.         ARBITRATION:

            A. Either party may request arbitration of any matter in dispute
with respect to which arbitration is expressly provided in this lease as the
appropriate remedy. The parry requesting arbitration shall do so by giving
notice to that effect to the other party and both parties shall promptly
thereafter jointly apply to the American Arbitration Association (or any
organization successor thereto) in the City and County of New York for the
appointment of a single arbitrator.

            B. The arbitration shall be conducted in accordance with the then
prevailing rules of the American Arbitration Association (or any organization
successor thereto) in the City and County of New York and, subject to the terms
of the immediately succeeding sentence, judgment on the award rendered by THE
arbitrator may be entered in any court having jurisdiction thereof. In rendering
such decision and award, the arbitrator shall not add to, subtract from, or
otherwise modify the provisions of this lease.

            C. If, for any reason whatsoever, a written decision and award of
the arbitrator shall not be rendered within sixty (60) days after the
appointment of such arbitrator, then, at any time thereafter before such
decision and award shall have been rendered, either party may apply to the
Supreme Court of the State of New York or to any other court having jurisdiction
and exercising the functions similar to those now exercised by such court, by
action, proceeding, or otherwise (but not by a new arbitration proceeding) as
may be proper to determine the question in dispute consistently with the
provisions of this lease.

            D. All the expenses of the arbitration shall be borne by the parties
equally.

54.         ESTOPPEL CERTIFICATES:

Within ten (10) days after either party's request, the other party shall execute
and deliver to the requesting party a statement (i) certifying that this lease
is unmodified and in full force and effect (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications) and whether any options granted to Tenant pursuant to the
provisions of this lease have been exercised, (ii) certifying the dates to which
the fixed rent and additional rent have been paid and the amounts thereof, (iii)
stating whether or not, to the best knowledge of the signer, the other party is
in default in performance of any of its obligations under this lease, or if
Tenant is the certifying party, whether Tenant is in default, and, if so,
specifying each such default of which the signer may have knowledge, (iv)
stating whether Tenant has any rights to offsets or abatement of rent, (v)
stating whether Tenant has prepaid any rent for more than one month in advance,
and (vi) certifying such other information as the requesting party reasonably
requests, it being intended that any such statement delivered pursuant hereto
may be relied upon by others with whom the party requesting such certificate may
be dealing and their respective successors and/or assigns. Breach of the
foregoing will constitute Tenant's acknowledgment which may be relied on by any
person holding or proposing to acquire an interest in the Building, this Lease
or any superior mortgage, that this Lease is unmodified and in full force and
effect and will constitute, as to any such person, a waiver of any defaults on
Landlord's part which may exist prior to the date of such request. The foregoing
shall not limit any other rights and remedies available to Landlord for breach
of this Article.

55.         BROKER:

            A. Tenant covenants , warrants and represents that it had no
conversations or other communications with any broker or finder except Newmark &
Company Real Estate, Inc. and Wm. B. May Commercial, INC. (collectively, the
"BROKER") in connection with the leasing of the demised premises to Tenant and
that, to Tenant's best knowledge, there were no brokers or finders except the
Broker instrumental in consummating this lease. Tenant agrees to hold Landlord
harmless against any claims for a brokerage commission or consultation fees
arising out of any conversations or negotiations had by Tenant with any brokers
or finders except for the Broker.


                                       29
<PAGE>

            B. Based upon the foregoing representation, Landlord has agreed to
pay, pursuant to separate agreements, a brokerage commission to the broker.

            C. Landlord covenants, warrants and represents that it had no
conversations or other communications with any broker or finder (except the
Broker) in connection with the leasing of the demised premises to Tenant and
that, to Landlord's best knowledge, there were no brokers or finders except the
Broker instrumental in consummating this lease. Landlord agrees to hold Tenant
harmless against any claims for a brokerage commission or consultation fees
arising out of any conversations or negotiations had by Landlord with any
brokers or finders, including the Broker.

56.         HOLDING OVER:

            Tenant acknowledges that possession of the demised premises must be
surrendered to Landlord at the expiration or sooner termination of the term of
this lease. Tenant agrees to indemnify and save Landlord harmless against all
liabilities, costs, suits, demands, charges, and expenses of any kind or nature,
including attorneys' fees and disbursements, resulting from a delay by Tenant in
so surrendering the demised premises, including, without limitation, any claims
made by any succeeding tenant founded on such delay. The parties recognize and
agree that the damage to Landlord resulting from any failure by Tenant to timely
surrender possession of the demised premises as aforesaid will be extremely
substantial, will exceed the amount of fixed rent and additional rent
theretofore payable hereunder and will be impossible of accurate measurement.
Tenant, therefore, agrees that if possession of the demised premises is not
surrendered to Landlord within twenty-four (24) hours after the date of the
expiration or sooner termination of the term of this lease, then Tenant shall
pay to Landlord, as liquidated damages, a sum equal to three (3) times the per
diem fixed rent and additional rent which was payable during the calendar month
preceding the calendar month in which the term ended for each day Tenant holds
over and fails to deliver possession of the demised premises. Nothing herein
contained shall be deemed to permit Tenant to retain possession of the demised
premises after the expiration or sooner termination of the term of this lease.
Landlord, by availing itself of the rights and privileges granted by this
provision and the acceptance of the liquidated damages, shall not be deemed to
have waived any of its right and privileges granted in other provisions of this
lease, and the rights granted in this Article shall be considered in any event
as in addition to and not in exclusion of such other rights and privileges. The
aforesaid provisions of this Article shall survive the expiration or sooner
termination of the term of this lease.

57.         NOTICES:

            A. Except as otherwise expressly permitted in this lease, all
notices, demands, approvals, consents, requests and other communications which
under the terms of this lease, or under any statute, must or may be given or
made by the parties hereto, must be in writing, and must be made either (i) by
depositing such notice in the registered or certified mail of the United States
of America, return receipt requested, or (ii) by delivering such notice by a
commercial courier ("NEXT BUSINESS DAY DELIVERY"), which courier provides for
delivery with receipt guaranteed, addressed to each party as follows:



                                       30
<PAGE>


If to Landlord:              at the address set forth on the first page of this
                             lease

With a copy to:              Greenberg Traurig
                             200 Park Avenue
                             New York, New York 10166
                             Attention: Stephen L. Rabinowitz, Esq.

If to Tenant:                WAMEX Holdings, Inc.
                             One World Trade Center
                             New York, New York 10005

                             prior to the Commencement Date,

                             and at the demised premises, after the Commencement
                             Date

With a copy of
default notices and
termination notices
only to:

            B. All notices, demands, approvals, consents, requests and other
communications shall be deemed to have been delivered (i) if mailed as provided
for in this Article, on the date which is three (3) business days after mailing
or (ii) if sent by commercial courier, on the date which is one (1) business day
after dispatching. Either party may designate by notice in writing given in the
manner herein specified a new or other address to which such notice, demand,
approval, consent, request or other communication shall thereafter be so given
or made. Notwithstanding the foregoing all fixed rent and additional rent
statements, bills and invoices may be given by regular mail.

58.         THE LOWER MANHATTAN PLAN:

            A. For purposes of this Article 58, unless otherwise defined in this
Lease, all terms used herein shall have the meanings ascribed to them in Title 4
of Article 4 of the New York Real Property Tax Law (herein caller the "LOWER
MANHATTAN PLAN"). For purposes of the Lower Manhattan Plan, Tenant's Percentage
Share shall mean Tenant's Proportionate Share (i.e., .91%).

            B. For so long as Tenant continues to be eligible for the real
estate tax abatement benefits of the Lower Manhattan Plan (herein called the
"LMP ABATEMENT BENEFITS") with respect to the demised premises, Landlord agrees
to comply with the provisions and requirements of the Lower Manhattan Plan and
the rules promulgated thereunder as same relate to the demised premises and to
Landlord (in connection with Tenant's eligibility for the LMP Abatement
Benefits), provided, however, that Tenant shall promptly pay to Landlord, as
additional rent hereunder, the amount of all costs and expenses (including
reasonable attorneys fees and expenses) incurred by Landlord in connection with
such compliance, including, without limitation, the amount of any administrative
charges or fees imposed by the New York City Department of Finance (herein
called the "DEPARTMENT") in connection with such compliance.

            C. Tenant agrees to comply with the provisions and requirements of
the Lower Manhattan Plan and the rules promulgated thereunder as same relate to
the demised premises; and Tenant shall indemnify and hold harmless Landlord and
all lessors under any superior leases and holders of any superior mortgages and
its and their respective partners, directors, officers, principals,
shareholders, agents and employees from and against any and all claims arising
from or in connection with Tenant's failure to so comply, together with all
costs, expenses and liabilities incurred in connection with, each such claim, or
action or proceeding brought thereon, including, without limitation, all
reasonable attorneys' fees and expenses.

            D. (i) In accordance with the Lower Manhattan Plan and
notwithstanding anything to the contrary contained in this Lease, Landlord
agrees to allow Tenant a credit



                                       31
<PAGE>

against the fixed annual rent and the recurring additional rent (including
Tenant's Tax Payments) payable by Tenant hereunder in an amount that, in the
aggregate, equals the full amount of any abatement of real estate taxes granted
for the demised premises pursuant to the Lower Manhattan Plan and actually
received by Landlord (herein called the "ACTUAL LMP BENEFITS"). Landlord shall,
within thirty (30) days after its receipt of the Actual LMP Benefits, credit the
full amount thereof against the next installments of fixed annual rent and/or
additional rent becoming due hereunder.

               (ii) Tenant shall promptly pay to Landlord, as additional rent
hereunder, the amount of all or any portion of the Actual LMP Benefits that have
been credited against fixed annual rent and/or additional rent becoming due
hereunder, and which are thereafter revoked (including, without limitation, if
such Actual LMP Benefits are revoked due to the exercise by Tenant of its right
to assign or sublease pursuant to the terms of this Lease), together with any
interest and/or penalties imposed against Landlord in connection with such
Actual WP Benefits.

            E. In accordance with Section 499-C(5) of the Lower Manhattan Plan,
Landlord agrees and informs Tenant that the availability of the LMP Abatement
Benefits are subject to the following:

               (i) an application for abatement of real property taxes pursuant
to Title 4 of Article 4 of the New York Real Property Tax Law will be made for
the demised premises;

               (ii) the rent, including amounts payable by Tenant for real
property taxes, will accurately reflect any abatement of real property taxes
granted pursuant to Title 4 of Article 4 of the New York Real Property Tax Law
for the demised premises;

               (iii) at least thirty-five dollars ($35.00) per square foot must
be spent on improvements to the demised premises and the common areas of the
Building for tenants with more than 125 employees and at least five dollars
($5.00) per square foot must be spent on improvements to the demised premises
and the common areas of the Building for tenants with 125 or less employees, as
more particularly described in the Lower Manhattan Plan; and

               (iv) all abatements granted with respect to the Building pursuant
to Title 4 of Article 4 of the New York Real Property Tax Law will be revoked
if, during the Benefit Period, real estate taxes or water or sewer charges or
other lienable charges are unpaid for more than one year, unless such delinquent
amounts are paid as provided in subdivision four of section four hundred
ninety-nine-f of Title 4 of the New York Real Property Tax Law.

            F. Nothing contained herein shall be construed to impose any
obligation on Landlord to perform, or to incur any cost for, any improvements to
the demised premises and/or the common areas to establish Tenant's eligibility
for the LMP Abatement Benefits.

            G. (i) Landlord, upon not less than twenty (20) days advance written
notice from Tenant, agrees to cooperate with Tenant to execute, deliver and
file, together with the Abatement Application (as hereinafter defined), the
affidavit required by Section 499C(7) of the Lower Manhattan Plan.

               (ii) Landlord, upon not less than twenty (20) days advance
written notice from Tenant, agrees to cooperate with Tenant to execute, deliver
and file, within one hundred eighty (180) days after the Commencement Date, an
application (the "ABATEMENT APPLICATION") for a certificate of abatement in
accordance with Section 499-D of the Lower Manhattan Plan. Landlord further
agrees to provide all other information required by the Department pursuant to
Section 499-D of the Lower Manhattan Plan and to otherwise comply with the
provisions of said Section 499-D.


                                       32
<PAGE>

               (iii) For so long as Tenant continues to be eligible for the LMP
Abatement Benefits with respect to the demised premises, Landlord, upon not less
than twenty (20) days advance written notice from Tenant, agrees to cooperate
with Tenant to annually execute, deliver and file a certificate of continuing
eligibility in accordance with Section 499-F of the Lower Manhattan Plan, and
any other certificates or filings required by the Lower Manhattan Plan.

               (iv) Tenant shall promptly pay to Landlord, as additional rent
hereunder, the amount of all costs and expenses (including reasonable attorneys'
fees and expenses) incurred by Landlord in connection with the performance of
Landlord's obligations pursuant to this Section 58, including, without
limitation, the amount of any administrative charges or fees imposed by the
Department in connection with such compliance.


            H. In the event that Landlord shall default in the performance or
observance of any of the covenants, terms, provisions or conditions on its part
to be performed or observed under this Article 58, this Lease shall remain
unaffected thereby and shall continue in full force and effect, and Landlord's
liability for such default, if any, shall be limited to the payment of damages
which shall in no event exceed the aggregate amount of the LMP ABATEMENT
BENEFITS with respect to the demised premises to which Tenant would have been
entitled but for such default.

            I. For purposes of the Lower Manhattan Plan, the Rent Commencement
Date is, with respect to the Unit A Premises, two (2) months after the Unit A
Commencement Date, and with respect to the Unit B Premises, two (2) months after
the Unit B Commencement Date.

            J. Notwithstanding anything contained in this Article 58, Landlord
makes no representation or warranty as to the amount, if any, of Actual LMP
Benefits that will be received by Landlord.

59.         INTENTIONALLY OMITTED.

60.         ICIP:

            A. Tenant acknowledges that Landlord has advised Tenant that
Landlord may (but shall not be obligated to) apply for an exemption from real
estate tax payments under the Industrial Commercial Incentive Program of the
City of New York (which, as same may from time to time be amended, is herein
referred to as the "ICIP"). Tenant will cooperate in all reasonable respects
with landlord in applying for, and in obtaining from the Department of Finance
of the City of New York, a certificate of eligibility determining that Landlord
is eligible for exemption from real estate tax payments pursuant to the "ICIP").
and the regulations promulgated pursuant to the ICIP. Tenant represents to
landlord that, within seven (7) years immediately preceding the date of this
lease, Tenant has not been adjudged by a court of competent jurisdiction to have
been guilty of (x) an act, with respect to a building, which is made a crime
under the provisions of article 150 of the Penal Law of the State of New York or
any similar law of another state, or (y) any act made a crime or violations by
the provisions of Section 235 of the Real Property law of the Sate of New York,
nor is any charge for violation of such law presently pending against Tenant.
Upon request of Landlord, from time to time, tenant agrees to update said
representation when required because of the ICIP and regulations thereunder.
tenant further agrees to cooperate with Landlord in compliance with such ICIP
and such regulations to aid Landlord in obtaining and maintaining said real
estate tax exemption and, if requested by Landlord, to post a notice in a
conspicuous place in the Demised premises and to publish a notice in a newspaper
of general circulation in the City of New York, in such form as shall be
prescribed by the Department of Finance, stating that persons having information
concerning any violation by Tenant of Section 235 of the Real Property Law or
any Section of Article 150 of the Penal Law or any similar law of another
jurisdiction may submit such information to the Department of Finance to be
considered in determining Landlord's eligibility for tax exemption benefits. In
furtherance of the foregoing, and in addition, the other applicable provisions
of this lease, all Changes, including Tenant's


                                       33
<PAGE>

Work, shall be performed in compliance with the ICIP and the regulations
thereunder, as well as the rules and regulations of the New York City Department
of Business Services, Division of Labor Services ("DOBS/DLS"), including,
without limitation, the filing and obtaining of all required applications,
permits, licenses and certificates and, if required by the DOBS/DLS, the hiring
of apprentice laborers.

61. MISCELLANEOUS:

            A. CONSENTS. If Tenant shall request Landlord's consent or approval
pursuant to any of the provisions of this lease or otherwise, and Landlord shall
fail or refuse to give, or shall delay in giving, such consent or approval,
Tenant shall in no event make, or be entitled to make, any claim for damages
(nor shall Tenant assert, or be entitled to assert, any such claim by way of
defense, set-off, or counterclaim) based upon any claim or assertion by Tenant
that Landlord unreasonably withheld or delayed its consent or approval, and
Tenant hereby waives any and all rights that it may have, from whatever source
derived, to make or assert any such claim. Tenant's sole remedy for any such
failure, refusal, or delay shall be an action for a declaratory judgment,
specific performance, or injunction, and such remedies shall be available only
in those instances where Landlord has expressly agreed in writing not to
unreasonably withhold or delay its consent or approval or where, as a matter of
law, Landlord may not unreasonably withhold or delay the same. In addition,
whenever in this lease Landlord is required to be reasonable in the granting of
any consent or approval or otherwise, Landlord shall not be deemed to have been
unreasonable in the refusal to give its consent or approval or otherwise if: (a)
Landlord is not permitted to do so under the terms of any superior lease or
superior mortgage or (b) the consent or approval of any superior lessor or
holder of superior mortgagee is required and has been denied or not given.

B           CERTAIN DEFINITIONS.

               (a) The terms "INCLUDE," "INCLUDING" AND "SUCH AS" shall each be
construed as if followed by the phrase "WITHOUT BEING LIMITED TO" whether or not
so stated.

               (b) Wherever there is a requirement that a consent or approval of
a party hereto not be "UNREASONABLY WITHHELD" or words of similar import, such
terms shall be construed as if followed by the phase "OR DELAYED" whether or not
so stated.

               (c) The term "LAWS AND/OR REQUIREMENTS OF PUBLIC AUTHORITIES" and
words of like import shall mean laws and ordinances of any or all of the
federal, state, city, county and local governments and rules, regulations,
orders and/or directives of any or all departments, subdivisions, bureaus,
agencies or offices thereof, or of any other governmental, public or
quasi-public authorities having jurisdiction over the land, the Building, the
Demised Premises or any part thereof and/or the direction of any public officer
pursuant to law.

               (d) The term "REQUIREMENTS OF INSURANCE BODIES" and words of like
import shall mean rules, regulations, orders and other requirements of the New
York Board of Fire Underwriters and/or the New York Fire Insurance Rating
organization and/or any other body performing the same or similar functions and
having jurisdiction or cognizance of the land, the Building and/or the Demised
Premises.

               (e) The term "REPAIR" shall be deemed to include restoration and
replacement as may be necessary to achieve and/or maintain good working order
and condition. The foregoing definition is not intended and shall not be deemed
to increase any repair obligations imposed on either Landlord or Tenant pursuant
to the provisions of this lease.

               (f) The terms "PERSON" and "PERSON" as used in this lease, shall
be deemed to include natural persons, firms, corporations, limited liability
companies, partnerships, associations and any other private or public entities.

               (g) All references in this lease to numbered or lettered
articles, sections,


                                       34
<PAGE>

paragraphs, subparagraphs, subdivisions, exhibits and schedules are references
to articles, sections, paragraphs, subparagraphs, subdivisions, exhibits and
schedules of this lease, as the case may be, unless expressly otherwise
designated.

               (h) The term "EVENT OF DEFAULT" means a default under any of the
terms, covenants or conditions on Tenant's part to observe, perform or comply
with, that remains or remained uncured after the giving of any required notice
to Tenant and the expiration of any applicable cure period, or any of the events
described in Section 16(a) of this lease.

               (i) The term "PRIME RATE" shall mean, on any particular date, a
rate per annum equal to the rate of interest published in The Wail Street
Journal as the "PRIME RATE," as in effect on such day, with any change in the
"PRIME RATE" resulting from a change in said prime rate to be effective as of
the date of the relevant change in said prime rate; provided, however, that if
more than one prime rate is published in The Wall Street Journal for a day, the
average of the prime rates shall be used; provided, further, however, that the
prime rate (or the average of the prime rates) will be rounded up to the nearest
1/16 of 1 % or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1
%.In the event that The Wall Street Journal ceases or temporarily interrupts
publication (or publication of a "PRIME RATE"), then the Prime Rate shall mean
the daily average prime rate published in another business newspaper, or
business section of a newspaper, of national standing chosen by Landlord. If The
Wall Street Journal resumes publication, the substitute index will immediately
be replaced by the prime rate published in The Wall Street Journal.

               (j) The term "INTEREST RATE" shall mean, on any particular date,
a rate per annum equal to the Prime Rate plus two (2 % ) percent, with any
change in the "INTEREST RATE" resulting from a change in the Prime Rate to be
effective as of the date of the relevant change in Prime Rate.

            C. RESERVATION. Except for the inside surfaces of all walls, windows
and doors bounding the Demised Premises, including exterior building walls, core
corridor walls and doors and any core corridor entrances and any space in or
adjacent to the Demised Premises used for shafts, stacks, pipes, conduits, fan
rooms, ducts, electric or other utilities, sinks, elevators, fire stairs or
other building facilities and systems, and the use thereof, as well as access
thereto through the Demised Premises for the purpose of operation, maintenance,
decoration and repair, are reserved to Landlord.

            D. FORCE MAJEURE. The period of time during which either Landlord or
Tenant is prevented or delayed in the performance of the making of any
alterations, restorations, repairs improvements or other work required to be
performed by such party or in fulfilling any other non-monetary obligation
required under this lease due to delays caused by fire, catastrophe, strikes or
labor trouble, civil commotion, acts of God or the public enemy, governmental
prohibitions or regulations, or other causes beyond such party's reasonable
control, shall be added to such party's time for performance thereof, and such
party shall not be deemed in default hereunder as a result of such delay.

            E. COVENANTS AS CONDITIONS. All of the covenants of Tenant hereunder
shall be deemed and construed to be "CONDITIONS" as well as "COVENANTS" as
though the words specifically expressing or implying covenants and conditions
were used in each separate instance.

            F. GOVERNING LAW. This lease shall be governed in all respects by
the laws of the State of New York applicable to agreements made and wholly
executed therein without reference to conflicts of laws principles.

            G CONSTRUCTION. If any of the provisions of this lease, or the
application thereof to any person or circumstances, shall, to any extent, be
invalid or unenforceable, the remainder of this lease, or the application of
such provision or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this lease shall be valid and enforceable to the



                                       35
<PAGE>

fullest extent permitted by law. This Agreement and the Lease shall be construed
without regard to any presumption or other rule requiring construction against
the party causing this Agreement or the Lease to be drafted

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

            I PARTIES BOUND. If there shall be more than one person named as
tenant herein, then all such persons shall be deemed to be joint tenants in the
leasehold estate demised hereby, with joint and several liability hereunder.

            J. DUE AUTHORITY. Landlord and Tenant each represent to each other
that the person executing and delivering the Lease is duly authorized to do so.

            K. NO LIABILITY. Neither Landlord's right to enter the demised
premises, nor Landlord's right to cure any default of any of the terms,
covenants or conditions on Tenant's part to observe, perform or comply with, nor
Landlord's right to observe, perform or comply with of Tenant's obligations
under this lease, shall impose upon Landlord any obligation whatsoever to do so
or to perform any repairs, replacements, restoration, alterations or other work,
at, in, on or upon the demised premises, nor shall any of the foregoing rights
impose upon Landlord any liability if there is a default under any of the terms,
covenants or conditions on Tenant's part to observe, perform or comply with, or
if Tenant fails to make or perform any repair, replacement, restoration,
alteration or other work.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this lease as of the
day and year first above written.

                          LANDLORD:

                          W12/14 WALL ACQUISITION ASSOCIATES LLC

                          By:
                              -------------------------------------------
                              Stellar 14 Wall Associates LLC, its Manager

                          By:
                              -------------------------------------------
                              Stellar Promote LLC, its Manager

                          By:
                              -------------------------------------------
                              Wrubel 99 LLC, its Manager

                          By:
                              -------------------------------------------
                              Arthur Wrubel, its Manager

                          TENANT:

                          WAMEX HOLDINGS, INC.

                          By: /s/ Mitchell H. Cushing
                              -------------------------------------------
                              Name: Mitchell H. Cushing
                              Title: CEO/Chairman



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