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                                                                   Exhibit 10.43

                            SECOND AMENDMENT TO LEASE

1.0   PARTIES

1.1   THIS AGREEMENT made the 12th day of May, 1992, by and between GROVE STREET
      ASSOCIATES OF JERSEY CITY LIMITED PARTNERSHIP ("Landlord") whose address
      is c/o Cali Associates, 11 Commerce Drive, Cranford, New Jersey 07016 and
      D.L.J. SECURITIES CORPORATION ("Tenant") whose address is 1 Pershing
      Plaza, Jersey City, New Jersey 07399.

2.0   STATEMENT OF FACTS

2.1   The parties have previously entered into a Lease, First Amendment of the
      Lease and side letter agreement executed in connection therewith, all
      dated July 1, 1987 and a Side Letter Agreement dated June 19, 1989
      (collectively, the "Lease") applicable to 297,545 of gross rentable square
      feet of office space and 8,194 rentable square feet of storage space (the
      "Premises") at 1 Pershing Plaza, New Jersey ("Building").

2.2   Tenant wishes to lease 1,800 additional rentable square feet of storage
      space ("Storage Space").

2.3   The parties desire to amend certain terms of the Lease to reflect this
      leasing of Storage Space as set forth below:

3.0   AGREEMENTS

      NOW, THEREFORE, in consideration of the Premises and the covenants
      hereinafter set forth, Landlord and Tenant agree as follows:

3.1   All capitalized and non-capitalized terms used in this Agreement which are
      not separately defined herein but are defined in the Lease shall have the
      meaning given to any such term in the Lease.

3.2   Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
      approximately 1,800 rentable s.f. of Storage Space on the Mezzanine B
      floor of the Building as shown cross-hatched on the attached Exhibit A.

3.3   The term applicable to the Storage Space shall commence on the Effective
      Date (as hereinafter defined) and shall expire on the Expiration Date of
      the Lease.

3.4   In addition to the fixed rent to be paid to Landlord by Tenant applicable
      to the Premises as set forth in the Lease, Lessee shall pay Lessor, from
      and after the Effective Date to July 13, 1994, fixed rent at the monthly
      rate of ONE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($1,500.00), from
      July 14, 1994 to July 13, 1999, fixed rent at the monthly rate of ONE
      THOUSAND EIGHT HUNDRED FORTY-SIX AND 50/100 DOLLARS ($1,846.50), from July
      14, 1999 to July 13, 2004, fixed rent at the monthly rate of TWO THOUSAND
      TWO HUNDRED FIFTEEN AND 50/100 DOLLARS ($2,215.50) and from July 14, 2004
      to July 13, 2009, fixed rent at the monthly rate of TWO THOUSAND SIX
      HUNDRED FIFTY-NINE AND 50/100 DOLLARS ($2,659.50). The fixed rent is
      payable in advance, on the first day of each calendar month during the
      term.

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3.5   There shall be no increase in Tenant's Proportionate Share or Tenant's
      Operational Proportionate Share as a result of Tenant's leasing of the
      Storage Space.

3.6   The Effective Date of this Agreement shall be the day Landlord delivers
      the Storage Space in the manner described in paragraph 3.7 herein.

3.7   The Storage Space shall be constructed by Landlord at its expense and
      Landlord shall supply and install a floor-to-ceiling chain link fence used
      as a demising wall, two (2) chain link gates with padlocks and standard
      lighting for storage space. Landlord shall install upright sprinkler heads
      to the existing sprinkler lines to the greatest height possible. The
      source of electricity used for the Storage Space lighting fixtures shall
      be through Tenant's electrical panel located on the Mezzanine B floor of
      the Building.

EXCEPT as modified herein, the Lease dated July 1, 1987 and all amendments and
sideletters applicable thereto covering the Premises shall remain in full force
and effect and Tenant and Landlord hereby ratify and confirm all of the terms
and conditions thereof.

THIS AGREEMENT shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, successors and permitted
assigns.

IN WITNESS THEREOF, Landlord and Tenant have hereunto set their hands and seals
the date and year first above written and acknowledge one to the other they
possess the requisite authority to enter into this transaction and to sign this
Agreement.

GROVE STREET ASSOCIATES OF                       DLJ SECURITIES CORPORATION
JERSEY CITY LIMITED PARTNERSHIP                  (Tenant)
(Landlord)


By: Grove Street Urban Renewal Corp.,
    General Partner

By: /s/ Edward Leshowitz                     By: /s/ Robert Yurman
    --------------------------------             --------------------
    Edward Leshowitz, Vice President
                                             Its: Vice President
                                                  -------------------

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                                        EXHIBIT A

MEZZANINE "B"

1 PERSHING PLAZA

JERSEY CITY, NJ

                              [FLOOR PLAN OMITTED]