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                                                                   Exhibit 10.49

                            EIGHTH AMENDMENT TO LEASE

      This Amendment made as of the 4th day of April, 1996 is by and between
Grove Street Associates of Jersey City Limited Partnership, a New Jersey limited
partnership having an office at c/o Cali Realty Corporation, 11 Commerce Drive,
Cranford, New Jersey 07016 (hereinafter called "Landlord"), and Donaldson,
Lufkin & Jenrette Securities Corporation, a Delaware corporation having an
office at 140 Broadway, New York, New York 10271 (hereinafter called "Tenant").

                                   WITNESSETH

      WHEREAS, Landlord and Tenant have previously entered into a Lease, First
Amendment of the Lease and Side Letter Amendment executed in connection
therewith, all dated July 1, 1987, a Side Letter Agreement dated June 19, 1989,
a Second Amendment to Lease dated March 12, 1992, a Third Amendment to Lease
dated December 27, 1992, a Side Letter Agreement dated September 29, 1993, a
Fourth Amendment to Lease dated December 23, 1993, a Fifth Amendment to Lease
dated May 1, 1994, a Sixth Amendment to Lease dated March 9, 1995, a Seventh
Amendment to Lease dated June 16, 1995 (collectively the "Lease"), covering
certain premises in the building at 1 Pershing Plaza, Jersey City, New Jersey
(the "Building"); and

      WHEREAS, Tenant wishes to lease all of the space on the 14th and 15th
floors of the Building.

      WHEREAS, Landlord and Tenant desire to amend the Lease as set forth
herein.

      NOW, THEREFORE, in consideration of the foregoing, the sum of Ten ($10.00)
Dollars and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant do hereby agree to amend and
modify the Lease as follows:

1.    All defined terms used in this Amendment shall have the meanings ascribed
      to them in the Lease unless otherwise defined herein.

2.    Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
      73,200 rentable s.f. which represents all of the rentable area on the 14th
      and 15th floors of the Building (the "14th & 15th Floors").

3.    The term applicable to the 14th and 15th Floors shall commence on June 1,
      1996 and shall expire on the Expiration Date of the Lease.

4.    The first sentence of Section 1.02 of the Lease is hereby amended to read
      in its entirety as follows:

      "The premises hereby leased to Tenant are 4,800 rentable s.f. on the lobby
      level, the entire mezzanine A level, 3rd through 11th floors of the
      Building inclusive, 14th and 15th floors totaling 407,345 rentable s.f.
      and 9,994 rentable s.f. on the mezzanine B level (8,194 s.f. - kitchen and
      1,800 s.f. - Storage Space #1) 3,747 s.f. - Storage Space #2, 4,809
      rentable s.f. of temporary office space on the 12th floor, Temporary
      Storage Space #1 of 794 s.f. and Temporary Storage Space #2 of 112 s.f."

5.    In addition to the fixed rent to be paid to Landlord by Tenant for the
      Premises as set forth in the Lease, Lessee shall pay Landlord fixed rent
      for the 14th and 15th Floors in the amount of One Million Three Hundred
      Thirteen Thousand Nine Hundred Forty and 00/100 Dollars ($1,313,940.00)
      per year, which shall be payable on the first day of each calendar month
      in the amount of One Hundred Nine Thousand Four Hundred Ninety-Five and
      00/1 00 Dollars ($109,495.00) for the period commencing June 1, 1996 and
      ending July 13, 2009. The fixed rent shall be payable in the same manner
      and under the same terms and conditions as the fixed rent currently
      provided in the Lease.

6.    As of June 1, 1996, Section 5.01(e) of the Lease is amended to provide
      that Tenant's Proportionate Share shall be 65.5% (53.73% + 11.77%), and
      that the agreed upon rentable square foot area of the Demised Premises
      shall be deemed to be 407,345 square feet.

7.    As of June 1, 1996, Section 5.07(k) of the Lease is amended to provide
      that Tenant's Operational Proportionate Share shall be 66.22% (54.32% +
      11.90%).

8.    On or before June 1, 1996, Landlord shall provide Tenant a check in the
      amount of Two Million Nine Hundred Twenty-Eight Thousand and 00/100
      Dollars ($2,928,000.00) towards the cost of improving the Premises (the
      "Improvement Allowance"). All work performed in the Premises shall be
      governed by the provisions of Article 13 "Tenant's Changes" of the Lease.
      At Landlord's request, Tenant shall furnish Landlord with copies of paid
      invoices related to work paid for with the Improvement Allowance.

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9.    The garage parking space allocation applicable to the 14th and 15th floors
      of the Building is sixty-one (61) spaces. At any time during the Term,
      Tenant may elect to lease all or less than all of these spaces by sending
      written notice to Lessor of its intention to lease same. Upon Tenants
      election to lease the garage parking spaces, Tenant agrees to pay Lessor
      the monthly rate Lessor is then charging other tenants in the Building for
      each space so leased.

10.   The fixed annual sum of Seventy Thousand and 00/100 Dollars ($70,000),
      payable on a monthly basis, shall be deemed Tenants Proportionate Share of
      management fee charges included within Operating Expenses for the 14th and
      15th floors from June 1, 1996 through December 31, 1999. Landlord and
      Tenant further understand and agree that each shall cooperate and
      negotiate in good faith with the other in an attempt to agree upon the
      amount of management fee charges to be included in Tenant's Actual Share
      of Operating Expenses, for each calendar year from and including 2000
      through the remaining term of the Lease, provided, however, that in no
      event shall such amount be less that $70,000 per year for the 14th and
      15th floors.

11.   Tenant acknowledges the Landlord and/or its mechanical/elevator
      contractor(s) require access to the low-rise elevator machine room located
      on the 14th floor of the Premises. Access will be required through either
      or both the east and west doors of the elevator machine room on a daily
      basis to perform preventive maintenance, cleaning and repair of the
      equipment located therein. Tenant agrees that it is a condition to this
      Eighth Amendment to Lease that Tenant provides such unimpeded access to
      Landlord and its agents.

12.   Tenant represents and warrants that this Lease and the undersigned's
      execution of same has been duly authorized and approved by the
      corporation's Board of Directors. The undersigned officer of the
      corporation represents and warrants he is an officer of the corporation
      with authority to execute this Lease on behalf of the corporation.
      Landlord represents and warrants that this Amendment and the undersigned's
      execution of same has been duly authorized and approved by all necessary
      partnership and corporate actions. The undersigned officer of the
      corporate general partner of Landlord represents and warrants that he is
      an officer of the corporation with authority to execute this Amendment on
      behalf of the corporate general partner of Landlord, and that the
      corporate general partner of Landlord is authorized to execute this
      Amendment on behalf of Landlord.

      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 as if the same had been set forth in full herein and Tenant and
Landlord hereby ratify and confirm all of the terms and conditions thereof.
Tenant acknowledges that it has no offsets, defenses or counterclaims to its
obligations under the Lease as amended hereby.

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

GROVE STREET ASSOCIATES OF                   DONALDSON, LUFKIN & JENRETTE
JERSEY CITY LIMITED PARTNERSHIP              SECURITIES CORPORATION
(Landlord)                                   (Tenant)

By: Cali Sub IV, Inc.
    General Managing Partner


By: /s/ Thomas A. Rick                      By: /s/ Robert A. Yurman
    -----------------------------------         -------------------------------
    Thomas A. Rick, President &                 Robert A. Yurman, Vice President
    Chief Executive Officer                     Director of Administration