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                                                                   Exhibit 10.38

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                     CREDIT SUISSE FIRST BOSTON (USA), INC.

                                   Sublandlord

                                       and

                       METROPOLITAN LIFE INSURANCE COMPANY

                                    Subtenant

                                    --------

                                    SUBLEASE

                                    --------

                         Dated: as of February 22, 2001

                     One Madison Avenue, New York, New York

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE 1 PREMISES, TERM, RENT ............................................    1

ARTICLE 2 ACCEPTANCE OF SUBLEASE PREMISES .................................    4

ARTICLE 4 SERVICES ........................................................    4

ARTICLE 5 OPERATING EXPENSES ..............................................   10

ARTICLE 6 TAXES ...........................................................   18

ARTICLE 7 REPAIRS .........................................................   23

ARTICLE 8 REQUIREMENTS OF LAW .............................................   25

ARTICLE 9 PROPERTY--LOSS, DAMAGE, REIMBURSEMENT ...........................   26

ARTICLE 10 ACCESS .........................................................   30

ARTICLE 11 RULES AND REGULATIONS ..........................................   31

ARTICLE 12 INABILITY TO PERFORM ...........................................   32

ARTICLE 13 ASSIGNMENT; SUBLETTING .........................................   32

ARTICLE 14 ALTERATIONS AND INSTALLMENTS ...................................   40

ARTICLE 15 DESTRUCTION--FIRE OR OTHER CAUSE ...............................   45

ARTICLE 16 CONDEMNATION ...................................................   47

ARTICLE 17 CONDITIONAL LIMITATIONS; SUBTENANT'S DEFAULTS; REMEDIES ........   49

ARTICLE 18 ELECTRIC .......................................................   52

ARTICLE 19 RENEWAL OPTIONS ................................................   54

ARTICLE 20 SUBTENANT'S RIGHT TO PERFORM SUBLANDLORD'S OBLIGATIONS .........   55

ARTICLE 21 HAZARDOUS MATERIAL .............................................   56

ARTICLE 22 INDEMNITY ......................................................   58

ARTICLE 23 NAME OF TOWER; SIGNAGE .........................................   59

ARTICLE 24 ROOF INSTALLATIONS .............................................   60

ARTICLE 25 INTENTIONALLY OMITTED ..........................................   63

ARTICLE 26 NOTICES ........................................................   63
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ARTICLE 27 BROKER .........................................................   63

ARTICLE 28 MECHANIC'S LIENS ...............................................   64

ARTICLE 28 MISCELLANEOUS ..................................................   64

ARTICLE 29 INCORPORATED TERMS .............................................   65


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                             INDEX OF DEFINED TERMS

ADA .......................................................................   25
Additional Rent ...........................................................    4
Alterations ...............................................................   40
Area Calculations -- South Building .......................................    1
Area Calculations -- Tower ................................................    1
Building ..................................................................    1
Building Systems ..........................................................   24
Business Associates .......................................................   33
Business Hours ............................................................    5
Claimed Abatement .........................................................    3
Common Areas ..............................................................   10
Cost Savings ..............................................................   11
CSFB ......................................................................   46
Cut-Off Date ..............................................................   17
Damage Date ...............................................................   45
Dedicated Elevators .......................................................    6
Default ...................................................................   49
Demised Premises ..........................................................    1
Executive Dedicated Elevators .............................................    6
Exercise Notice ...........................................................   55
Expenses ..................................................................    8
Extension Term ............................................................   54
Extension Terms ...........................................................   54
First Extension Term ......................................................   54
Interim Leaseback Space ...................................................    2
Leaseback Space ...........................................................    1
Long-Term Leaseback Space .................................................    2
Material Alteration .......................................................   40
Material Alterations ......................................................   40
MetLife Tower .............................................................   59
Minimum Rent ..............................................................    2
Monetary Default ..........................................................   49
Operating Expenses ........................................................   10
Operating Payment .........................................................   15
Operating Statement .......................................................   14
Operating Year ............................................................   14
Overlandlord ..............................................................    1
Overlease .................................................................    1
Partial Restoration .......................................................   48
Partially Untenantable ....................................................   32
Profit ....................................................................   35
Proposed Sublease Commencement Date .......................................   34
Proposed Sublet Term ......................................................   33
Recapture Offer Notice ....................................................   33
Records ...................................................................   17
Reminder Notice ...........................................................   55
Renewal Option Space ......................................................   55
Rent ......................................................................    4
Rent Concession Period ....................................................    3
Roof Installation .........................................................   60
Rules and Regulations .....................................................   31


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Second Alterations Request ................................................34,62
Second Extension Term .....................................................   54
Services ..................................................................    4
South Building ............................................................    1
Sublandlord ...............................................................    1
Sublandlord Extension Notice ..............................................   46
Sublandlord's Dedicated Elevator ..........................................    7
Sublease ..................................................................    1
Sublease Commencement Date ................................................    2
Sublease Expiration Date
Sublease Rent Commencement Date ...........................................    3
Sublease Term .............................................................    2
Subtenant .................................................................    1
Subtenant Extension Notice ................................................   46
Subtenant's Amenities Proportionate Share .................................   19
Subtenant's Plans .........................................................   40
Subtenant's Proportionate Share ...........................................   18
Subtenant's Successor .....................................................   33
Subtenant's Transaction Costs .............................................   36
Subtenant's Systems .......................................................   23
Tax Payment ...............................................................   19
Tax Statement .............................................................   19
Tax Year ..................................................................   18
Taxes .....................................................................   18
Third Extension Term ......................................................   54
Total Cost ................................................................   36
Total Income ..............................................................   36
Tower .....................................................................    1
Wholly Untenantable .......................................................   32


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                                    SUBLEASE
                                     BETWEEN
                           CREDIT SUISSE FIRST BOSTON
                            (USA), INC., SUBLANDLORD
                                       AND
                           METROPOLITAN LIFE INSURANCE
                               COMPANY, SUBTENANT

            This SUBLEASE (this "Sublease") made as of the 22nd day of February,
2001, by and between CREDIT SUISSE FIRST BOSTON (USA), INC., a Delaware
corporation, having an office at Eleven Madison Avenue, New York, New York 100
10-3629 ("Sublandlord") and METROPOLITAN LIFE INSURANCE COMPANY, a New York
corporation, having an office at One Madison Avenue, New York, New York 10010
("Subtenant").

                               W I T N E S S E T H

            A. By lease dated of even date herewith (the "Overlease"),
Subtenant, as landlord (sometimes hereinafter called "Overlandlord") leased to
Sublandlord the entire land and building (collectively, the "Demised Premises")
known as One Madison Avenue, New York, New York in accordance with the terms of
the Overlease. The building located at One Madison Avenue is hereinafter called
the "Building", and is composed of two portions defined in the Overlease as the
"South Building" and the "Tower". A copy of the Overlease is annexed hereto as
Exhibit "A".

            B. The Overlandlord, as Subtenant, desires to sublease back portions
of the South Building and the Tower on terms and conditions contained in this
Sublease.

            C. Any capitalized term not defined in this Sublease shall have the
same meaning given to such term in the Overlease.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, it is hereby agreed as follows:

                                    ARTICLE 1

                              PREMISES, TERM, RENT

            Section 1.01 Subleased Premises; Term.

                  (a) Sublandlord hereby leases to Subtenant and Subtenant
hereby hires from Sublandlord the following premises (collectively, the
"Leaseback Space"):

                        (i) the entire eleventh (11th) floor (including the
                  exclusive use of the 11th floor setback as to which no portion
                  of Rent shall be allocable) of the South Building and the
                  entire lobby, the entire second (2nd) floor, and the entire
                  tenth (10th) through and including the forty-first (41st)
                  floors of the Tower, all as shown on the floor plans included
                  in the HLW Report as "Area Calculations - South Building" and
                  "Area Calculations - Tower," and

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                  the portion of concourse level B-2 of the Tower, depicted in
                  the HLW Report by the color blue as the useable area and the
                  portion of the South Building lobby shown hatched on the floor
                  plan annexed hereto as Schedule A. The foregoing premises are
                  called the "Long-Term Leaseback Space". Sublandlord and
                  Subtenant hereby agree that for purposes of this Sublease, the
                  Long-Term Leaseback Space shall be deemed to contain 270,670
                  rentable square feet. Annexed hereto as Schedule B is a list
                  of the rentable square footages allocable to each floor or
                  portion of a floor of the Long-Term Leaseback Space, and

                        (ii) the portions of the Demised Premises for which, as
                  of the Sublease Commencement Date, the Space Delivery Date
                  shall not have occurred pursuant to the Overlease. The
                  premises described in this clause (ii) are called the "Interim
                  Leaseback Space." Sublandlord and Subtenant hereby agree that
                  for purposes of this Sublease the Interim Leaseback Space
                  shall be deemed to contain the rentable square footages
                  allocable thereto from time to time, as shown on Schedules B-I
                  and B-2 to the Overlease which list the rentable square
                  footages allocable to each floor or portion of a floor of the
                  Demised Premises.

                  (b) The term (the "Sublease Term") of this Sublease shall
commence on January 1, 2002 (the "Sublease Commencement Date") and shall end on
December 30, 2020 (the "Sublease Expiration Date") subject to Subtenant's
renewal options set forth in Article 19 hereof. Notwithstanding the foregoing,
the Sublease Term with respect to the Interim Leaseback Space shall end as
portions of the Interim Leaseback Space are delivered to Sublandlord pursuant to
and in accordance with Article 2 of the Overlease, and accordingly the Sublease
Expiration Date with respect to each such portion of the Interim Leaseback Space
shall occur on the day preceding the Space Delivery Date applicable to such
portion.

            Section 1.02 Minimum Rent. Subject to Section 1.03 below, Subtenant
shall pay "Minimum Rent" with respect only to the Long-Term Leaseback Space as
follows (it being expressly agreed that no Minimum Rent shall be payable with
respect to the Interim Leaseback Space).

                  (a) During the period commencing on the expiration of the Rent
Concession Period, as defined in Section 1.03 hereof, and ending on the day
preceding the fifth (5th) anniversary of the Net Rent Base Increase Date, an
annual amount determined by the product of Forty and no/100 ($40.00) Dollars per
annum multiplied by 270,670 rentable square feet, which is equal to Ten Million
Eight Hundred Twenty-Six Thousand Eight Hundred and no/l00 Dollars
($10,826,800);

                  (b) During the period commencing on the fifth (5th)
anniversary of the Net Rent Base Increase Date and ending on the day preceding
the tenth (10th) anniversary of the Net Rent Base Increase Date, an annual
amount determined by the product of Forty-Five and no/100 ($45.00) Dollars per
annum multiplied by 270,670 rentable square feet, which is equal to Twelve
Million One Hundred Eighty Thousand One Hundred Fifty and no/l00 Dollars
($12,180,150);


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                  (c) During the period commencing on the tenth (10th)
anniversary of the Net Rent Base Increase Date and ending on the day preceding
the fifteenth (15th) anniversary of the Net Rent Base Increase Date, an annual
amount determined by the product of Fifty and no/l00 ($50.00) Dollars per annum
multiplied by 270,670 rentable square feet, which is equal to Thirteen Million
Five Hundred Thirty-Three Thousand Five Hundred and no/l00 Dollars
($13,533,500); and

                  (d) During the period commencing on the fifteenth (15th)
anniversary of the Net Rent Base Increase Date and ending on the Sublease
Expiration Date, an annual amount determined by the product of Fifty-Five and
no/100 ($55.00) Dollars per annum multiplied by 270,670 rentable square feet,
which is equal to Fourteen Million Eight Hundred Eighty-Six Thousand Eight
Hundred Fifty and no/100 Dollars ($14,886,850).

Payments of Minimum Rent shall be in equal monthly installments, in advance in
lawful money of the United States of America, which shall be paid by check,
subject to collection, and shall be paid to Sublandlord without notice or demand
at the address indicated above or to such other person or at such other place as
Sublandlord may designate in writing from time to time. At Sublandlord's or
Subtenant's option such payments shall be made by wire transfer of immediately
available Federal funds to such account as Sublandlord shall designate in
writing to Subtenant from time to time. Provided that there is not then a
Claimed Abatement (as defined below) in effect, Sublandlord shall, in
satisfaction of Subtenant's obligation to pay Minimum Rent hereunder, on the
first day of each month, credit the amount of Minimum Rent due from Subtenant
hereunder for such month against the Sublandlord's concurrent obligation to pay
Minimum Rent under the Overlease. In the event that Subtenant shall deliver to
Sublandlord a written notice stating (x) that Subtenant is entitled to an
abatement of Minimum Rent pursuant to this Sublease and referencing the Section
of this Sublease pursuant to which Subtenant is claiming such abatement, (y) the
amount of abatement (the "Claimed Abatement") to which Subtenant is claiming it
is entitled and (z) the period during which such abatement is or will be in
effect, Sublandlord shall credit against Sublandlord's obligation to pay Minimum
Rent under the Overlease only that portion (if any) of the Minimum Rent payable
by Subtenant hereunder in excess of the Claimed Abatement.

No payment by Subtenant or receipt by Sublandlord of a lesser amount than the
Minimum Rent therein specified, nor any endorsement or statement on any check or
letter accompanying such check shall be deemed an accord and satisfaction, and
Sublandlord may accept such check or payment without prejudice to Sublandlord's
right to recover the balance of such Minimum Rent or pursue any other remedy in
this Sublease provided. In the event Subtenant's obligation to pay Minimum Rent
commences on a date other than the first day of a calendar month or ends on a
date other than the last day of a calendar month, the same shall be pro-rated.

            Section 1.03 Rent Concession Period. The Subtenant shall not be
obligated to pay Minimum Rent for the Long-Term Leaseback Space during the Rent
Concession Period. The term "Rent Concession Period" shall mean the 150-day
period that begins on the Sublease Commencement Date and ends one hundred
forty-nine (149) days thereafter. Minimum Rent for the Long-Term Leaseback Space
shall commence on the day after the expiration of the Rent Concession Period
(the "Sublease Rent Commencement Date").

            Section 1.04 Additional Rent. All sums of money, costs, expenses,
charges, interest, or fees of every kind or amount whatsoever, other than
Minimum Rent, which Subtenant


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has assumed or agreed to pay to Sublandlord, or which otherwise may become due
and payable by Subtenant, under this Sublease are hereinafter called "Additional
Rent." Minimum Rent and Additional Rent are sometimes hereinafter collectively
called "Rent."

            Section 1.05 Late Charge. If Subtenant shall fail to pay when due
any installment or payment of Additional Rent or any portion thereof for a
period of five (5) days after such installment or payment shall have become due,
Subtenant shall pay interest thereon at a rate equal to the Interest Rate from
the date when such installment or payment shall have become due to the date of
the payment thereof, and such interest shall be deemed Additional Rent. The
provisions of this Section 1 .05 are in addition to all other remedies available
to Sublandlord for nonpayment of Additional Rent. In no event shall the
provisions of this Section 1.05 be applicable to the payment or failure to pay
any installment of Minimum Rent by Subtenant.

                                    ARTICLE 2

                         ACCEPTANCE OF SUBLEASE PREMISES

            Section 2.01 As is Condition. Subtenant is the current occupant of
the Leaseback Space and is aware of the physical condition thereof, and agrees
to take the same "as is," in its current condition and state of repair, with the
understanding that there shall be no obligation on the part of Sublandlord to
perform any work, supply any materials or incur any expense whatsoever in
connection with the preparation of the Leaseback Space for Subtenant's occupancy
thereof.

                                    ARTICLE 3

                                       USE

            Section 3.01 Use. Subtenant agrees that the Leaseback Space shall be
occupied in accordance with Article 6 of the Overlease, including, without
limitation, the rentable areas of the Tower located on the lobby level and/or
the second (2nd) floor and/or the portion of the concourse level B-2 included in
the Leaseback Space (which areas represent the space that may be used as retail
space by Subtenant).

                                    ARTICLE 4

                                    SERVICES

            Section 4.01 Services. Sublandlord shall at all times operate and
maintain the Building in accordance with the standards that are customarily
followed in the operation and maintenance of First-Class Office Buildings and
shall provide the specific facilities, utilities and services set forth in this
Article 4 (the "Services"). Subtenant and Subtenant's employees, agents and
permitted guests shall have access to the Leaseback Space on a 24 hour per day
basis, 365 days per year.

            Section 4.02 Cleaning. Subtenant, at its expense, shall contract
directly with a company to provide cleaning services for the Leaseback Space in
accordance with the standards of First-Class Office Buildings and Subtenant
acknowledges that Subtenant is responsible, at


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<PAGE>

Subtenant's expense, for its own rubbish removal. Sublandlord shall provide an
area in the loading dock for storage and pick-up of Subtenant's rubbish.
Sublandlord shall provide cleaning services with respect to the loading docks,
sidewalks, plazas and entryways adjoining the Building (including snow removal),
and the common areas of the Building not exclusively servicing the Leaseback
Space, all in accordance with the standards of First-Class Office Buildings.
Sublandlord shall not be required or obligated to provide any cleaning services
to the Leaseback Space or any floor on which Subtenant is the sole tenant or to
any area that is exclusively used by, or is exclusively available to, Subtenant.

            Section 4.03 HVAC.

                  (a) Subject to Section 10.7 of the Overlease, Sublandlord
shall furnish air conditioning, ventilation and heat (i) to the common areas of
the Building, including without limitation the Building lobby to the extent that
such areas would customarily be provided with such services and (ii) to the
Leaseback Space, during the hours between 8:00 A.M. and 6:00 P.M. on Business
Days (herein referred to as "Business Hours"), subject to all Legal Requirements
and in accordance with the Drawings and Specifications for HVAC, which are
attached hereto as Schedule C.

                  (b) Subtenant agrees to keep and cause to be kept closed all
the windows in the Leaseback Space at all times, and Subtenant agrees to
cooperate fully with Sublandlord and to abide by all the regulations and
requirements which Sublandlord may reasonably adopt for the proper functioning
and protection of the Building Systems.

                  (c) If Subtenant shall request any of the services required to
be provided by Sublandlord to the Leaseback Space pursuant to this Section 4.03
on one or more floors of the Leaseback Space (other than the Mechanical Space)
outside of Business Hours, Sublandlord shall furnish the same to the floor or
floors in question upon advance notice from Subtenant, given prior to 3:00 P.M.
on the day, Monday through Friday, on which such service is required, and given
prior to 3:00 P.M. on the Friday before any Saturday or Sunday or on the last
Business Day (but excluding Saturday) before any legal holiday on which service
is required. Subtenant, in lieu of providing daily requests for overtime or
above-standard service, may, at its option and from time to time, furnish
Sublandlord with a standing order, which order shall stay in effect until
Subtenant notifies Sublandlord in writing of any change to or revocation of such
standing order, which notice of change or revocation must be given to
Sublandlord prior to the required times provided in the preceding sentence of
this Section 4.03(c). Notwithstanding anything to the contrary contained in this
Section 4.03(c), to the extent any Subtenant daily notice has not been given
prior to the requisite times provided in this Section 4.03(c), Sublandlord
shall, nevertheless, use its reasonable efforts to provide such service as
timely as reasonably practical.

                  (d) Subtenant shall sign such service order forms or vouchers
as Sublandlord shall require to monitor the request or bill for such services.

                  (e) If the heating, ventilating or conditioned air being
delivered by Sublandlord to the Leaseback Space (other than the mechanical
space) is capable of meeting the design conditions required under this Section
4.03, but the temperature, humidity, and/or supply air in the Leaseback Space
(other than the mechanical space) does not meet such design conditions


                                       5
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because (x) the design or configuration of the heating, ventilation and
air-conditioning system designed to service the Leaseback Space was not
adequately designed or configured, or (y) any arrangement of the Subtenant's
partitioning or raised flooring interferes with the proper and efficient
operation of the aforesaid heating, ventilation and air conditioning system,
then Sublandlord shall not be responsible for deficiencies in meeting such
design conditions or performance criteria.

                  (f) Subtenant shall be entitled to Subtenant's Proportionate
Share of the 500 tons of condenser water in the Building and Sublandlord agrees
to reserve Subtenant's Proportionate Share for the operation of Subtenant's
supplemental air conditioning units servicing the Leaseback Space. Subtenant
shall advise Sublandlord by no later than May 1, 2002 of the amount of condenser
water Subtenant shall thereafter need for its supplemental condenser water
requirements. Prior to the date that Subtenant advises Sublandlord of the amount
of air conditioning required, Sublandlord shall reserve Subtenant's
Proportionate Share of the condenser water. If Subtenant fails to advise
Sublandlord of the amount of condenser water to reserve for Subtenant by May 1,
2002, Subtenant shall be deemed to reserve the Subtenant's Proportionate Share
thereof. Subtenant shall pay Sublandlord's Expenses for the amount of condenser
water reserved. whether or not actually used.

            Section 4.04 Elevators (a) Subtenant shall, at all times during
Business Hours of Business Days, have direct access to and use of the Building
freight elevators and the loading dock area on a first come, first served,
equitable basis (recognizing that the loading dock must be available for both
parties during Business Hours). Freight elevator service and use of the
Building's loading dock shall also be provided to the Leaseback Space on a
reserved basis at all other times.

                  (b) Sublandlord, at its expense, shall provide non-exclusive
passenger elevator service to each floor of the Leaseback Space twenty-four (24)
hours per day, seven (7) days per week, it being agreed that Sublandlord may
reasonably reduce the number of elevator cars in operation at times other than
during Business Hours.

                  (c) Sublandlord shall dedicate the two (2) passenger elevators
in the South Building identified on Schedule D hereto for Subtenant's sole and
exclusive use to the 11th floor and the 12th floor (the "Executive Dedicated
Elevators"). Sublandlord shall program and reprogram the Executive Dedicated
Elevators in accordance with Subtenant's reasonable requirements, at Subtenant's
Expense. Further, Subtenant shall, at its sole cost and expense, be entitled to
install, maintain, replace and use a key or card entry system to the Executive
Dedicated Elevators provided Subtenant provides Sublandlord with a reasonable
number of entry keys or cards, as the case may be. Sublandlord shall provide
Subtenant with access from the parking area where Subtenant has a designated
parking spot to the Executive Dedicated Elevators. In the event Subtenant is no
longer subleasing any portion of the 11th floor, Sublandlord will not be
required to provide the Executive Dedicated Elevators.

                  (d) Sublandlord shall dedicate five (5) of the six (6)
passenger elevators servicing the Tower for Subtenant's sole and exclusive use
(the "Dedicated Elevators") twenty-four (24) hours per day, seven (7) days per
week. Sublandlord shall program and reprogram the Dedicated Elevators in
accordance with Subtenant's reasonable requirements, at Subtenant's Expense.
Further, Subtenant shall, at its sole cost and expense, be entitled to install,
maintain, replace and use a key or card entry system to the Dedicated Elevators;
provided Subtenant at all


                                       6
<PAGE>

times furnishes Sublandlord with a reasonable number keys or cards, as the case
may be. The sixth (6th) passenger elevator in the Tower, which is identified as
the southeast elevator ("Sublandlord's Dedicated Elevator"), shall be designated
for the sole and exclusive use of Sublandlord (twenty-four (24) hours per day,
seven (7) days per week) and shall be programmed to service only the third (3rd)
through the ninth (9th) floors of the Tower. Sublandlord shall access
Sublandlord's Dedicated Elevator solely through the South Building. Sublandlord
and Subtenant, during the course of the next ninety (90) days, shall discuss the
responsibility for and coordinate the access, security, maintenance and general
operations for both the Tower lobby and the South Building lobby (the "Lobby
Security and Operations") and the allocation of costs therefor. The parties will
amend this Sublease and the Shared Services Agreement to reflect their
agreements with respect to the allocation of responsibility and costs for the
Lobby Security and Operations. In the event that the parties are unable to come
to an agreement with respect to responsibility for the Lobby Security Operations
and the allocation of costs therefor within the ninety (90) day period provided
for above, such dispute shall be resolved in accordance with Article 8 of the
Shared Services Agreement. Notwithstanding anything to the contrary in the
foregoing, during any Extension Term in which Subtenant shall not have extended
the term of this Sublease for all of the 10th through 41St floors of the Tower
and the 2nd floor of the Tower (unless such 2nd floor shall have been recaptured
by Sublandlord pursuant to Article 13 hereof), all six of the passenger
elevators servicing the Tower shall be for the non-exclusive use of all
occupants of the Tower (and the exclusive use of the Dedicated Elevators and
Sublandlord's Dedicated Elevator shall no longer be in effect).

                  (e) Sublandlord and Subtenant, during the next ninety (90)
days from the date hereof, shall work together to determine, (i) whether it is
feasible to allow Sublandlord to have access to the Tower lobby for
Sublandlord's access to its demised premises in the Tower, (ii) the security
measures to be implemented in the event Sublandlord may have access to the Tower
lobby, and (iii) the allocation of the costs associated with Sublandlord's use
of the Tower lobby and the security to be provided therein. In the event that
Sublandlord and Subtenant shall not reach an agreement with respect to any one
of the foregoing items, such disputed matter shall be resolved in accordance
with the dispute mechanism set forth in Article 8 of the Shared Services
Agreement.

            Section 4.05 Subject to the provisions of Article 12 hereof,
Sublandlord reserves the right to stop services on the heating, ventilating and
air-conditioning, elevator, plumbing, fire safety, life protection and
electrical systems and any other system serving the Building when necessary, in
the reasonable judgment of Sublandlord, for reason of accident or emergency or
for repairs, alterations, replacements or improvements, provided that (except in
case of accident or emergency), Sublandlord will give reasonable advance notice
to Subtenant, if possible, of any such stoppage and, if ascertainable, its
estimated duration, will reasonably cooperate with Subtenant, if possible, in
scheduling any such stoppage, and will proceed diligently with the work
necessary to resume such service as promptly as possible and in a manner so as
to minimize interference with Subtenant's use and enjoyment of the Leaseback
Space.

            Section 4.06 Sublandlord will, through vertical plumbing risers in
the Building, supply Subtenant with (i) an adequate quantity of warm and cool
water for (a) lavatory, cleaning and drinking purposes, and (b) pantry purposes,
provided that there is no more than one (I) pantry per floor of the Leaseback
Space consuming not more than three (3) gallons per minute per pantry, and such
pantry consists of no more than a sink, a unit for brewing and dispensing coffee
and a refrigerator, and that the same are used by Subtenant for standard pantry
purposes in keeping with


                                       7
<PAGE>

a First-Class Office Building and (ii) a quantity of water for Subtenant's
sprinklers in the Leaseback Space which complies with Legal Requirements.

            Section 4.07 If Subtenant is permitted hereunder to and does have a
separate area for the preparation or consumption of food in the Leaseback Space,
Subtenant, at its expense, shall be responsible to arrange for the removal from
the Building of any refuse or rubbish from such area and the cost of employing
on a regular basis, a reputable exterminator to keep the Leaseback Space free
from vermin.

            Section 4.08 Subject to the provisions of Section 4.01 hereof,
Sublandlord will furnish security for the common areas of the Building, the
procedures for which and type of security systems and personnel involved shall
be subject to Sublandlord's reasonable judgment, it being understood and agreed
that Sublandlord shall have no obligation to provide any security services or
systems to the Leaseback Space or any floor on which Subtenant is the sole
Subtenant or to any area or system that is exclusively used by, or is
exclusively available to, Subtenant other than existing tap-in points to the
Building's main vertical sprinkler riser and existing class "E" life-safety
system on each floor of the Leaseback Space, at Subtenant's Expense. Subtenant
shall have the right to provide security to the Tower lobby and to restrict
access into the Tower lobby to only Subtenant's employees, agents and invitees.
Subtenant, at Subtenant's Expense, shall be allowed to interface its electronic
security and life safety systems with the Building's systems so that Subtenant
will be able to trigger the Building's (i) security alarms through its security
system (if the existing security system, as modified, is capable of handling the
same), and (ii) life safety system alarms through its life safety system (if the
existing life safety system, as modified, is capable of handling the same)
provided that Subtenant's Systems (and the interfacing of the same with the
Building's Systems) are compatible with, and do not materially adversely affect,
the Building's Systems.

            Section 4.09 Sublandlord shall maintain and provide electric
lighting service, air-conditioning and heating, as appropriate, for all common
areas of the Building in the manner and to the extent appropriate for a
First-Class Office Building.

            Section 4.10 Subtenant shall have the right to request that
Sublandlord lock-out certain floors of the Leaseback Space from being serviced
by the passenger and freight elevators and Sublandlord shall do so unless the
same cannot be reasonably accomplished.

            Section 4.11 Subject to Section 10.7 of the Overlease, at all times
Sublandlord shall provide and monitor a fire alarm system for the Building into
which the smoke detectors, fire alarms, strobes, speakers, pull-stations and
other related equipment installed by Subtenant and approved by Sublandlord
within the Leaseback Space required by code compliance will be connected.
Sublandlord's fire alarm contractor shall connect Subtenant's fire alarm devices
and program the Building fire alarm system to accept the same (provided that the
existing fire alarm system, as modified, is capable of handling the same).
Subtenant shall pay all Expenses of such contractor's charges for that work.

            Section 4.12 Subtenant shall pay the Expenses to Sublandlord as
Additional Rent, within thirty (30) days after Sublandlord's written demand
therefor, for overtime or above standard Building services which Sublandlord
supplies to Subtenant, at Subtenant's request, if any. and for the other items
noted in this Article 4 as a Subtenant's Expense. The term "Expenses" shall


                                       8
<PAGE>

mean the actual incremental cost and expense to the party in question of
providing the item in question, which costs shall include the cost of labor and
material to third parties, but shall not include any markup for any interest
carry, depreciation, Sublandlord's internal charge or overhead charge or, in the
case of Sublandlord, payments to the Building management agent for services
which are part of its regular management duties (i.e., without additional cost
to Sublandlord).

            Section 4.13 Sublandlord will, through the Building's steam risers
make steam available to the Leaseback Space for humidification, air handling and
kitchen use purposes. Subtenant may obtain such steam by tapping into the
Building's steam risers, at Subtenant's sole cost and expense, in locations to
be reasonably designated by Sublandlord. Subtenant shall pay for the cost of the
steam consumed by Subtenant, as measured by submeter(s) to be installed by
Subtenant at its sole cost and expense, at the rate Sublandlord pays for such
steam, together with Sublandlord's actual costs of causing the submeter(s) to be
read. Prior to Subtenant's use of the Building's steam, Subtenant shall install
a submeter to measure the steam consumed by Subtenant.

            Section 4.14 Subtenant may obtain gas for use in the Leaseback Space
directly from the public utility company servicing the Building, and will pay
for the cost of such service directly to such public utility company. Subtenant
shall tap into the Building's gas lines to obtain gas for the Leaseback Space
only in those locations reasonably designated by Sublandlord.

            Section 4.15 Subtenant shall have a non-exclusive right of direct
access (as reasonably specified by Sublandlord), at all times, through the B-i
concourse level between the Tower and the freight elevators in the South
Building. Subtenant shall have the right to use the ramp on the B-i concourse
level in connection with its use of the freight elevators.

            Section 4.16 Upon request by Subtenant, Sublandlord will use
reasonable efforts to provide to Subtenant a reasonable amount of area in the
Mechanical Space of the South Building. Subtenant shall be entitled to
Subtenant's Proportionate Share of the Mechanical Space of the Tower for
Subtenant's equipment and machinery. Subtenant shall have a right of access to
the aforesaid mechanical spaces to install, service and maintain Subtenant's
equipment and machinery. Subtenant's right of access shall be subject to such
reasonable rules and regulations as Sublandlord shall reasonably adopt, in
writing, and provided Subtenant is given reasonable notice thereof.

            Section 4.17 Sublandlord shall reserve, for Subtenant's sole and
exclusive use, one (1) parking space in the loading dock area. Use of the
parking space shall be a personal right of MetLife (as defined in the Overlease)
which may not be transferred to any other assignee of MetLife and shall continue
only so long as MetLife is an occupant of the Building.

            Section 4.18 Sublandlord shall provide access through the entrance
from the Tower lobby into the South Building lobby for access by Subtenant's
employees, agents and invitees to the 11th Floor, and the Common Facilities (as
defined in the Shared Services Agreement). The foregoing right shall be personal
to MetLife and shall continue only for so long as MetLife continues to be an
occupant of the Building.

            Section 4.19 Sublandlord shall permit Subtenant to use the
wheelchair accessible Madison Avenue entrance of the South Building for access
to the Tower lobby.


                                       9
<PAGE>

            Section 4.20 The shaftways in the Tower and the South Building shall
be reasonably apportioned between Sublandlord and Subtenant.

            Section 4.21 Subtenant shall have the right to install automated
teller machines operated by Subtenant in the Leaseback Space.

            Section 4.22 Subtenant shall be permitted to use the fire stairwells
between the floors of the Leaseback Space subject to Legal Requirements.

                                    ARTICLE 5

                               OPERATING EXPENSES

            Section 5.01 For the purposes of this Article 5:

                  (a) The term "Operating Expenses" shall mean all expenses of
each and every type and nature, foreseen and unforeseen, ordinary and
extraordinary paid or incurred (without duplication of an included item) by
Sublandlord in respect of the operation, repair, safety, management, security
and maintenance (including deferred maintenance) of the Demised Premises which
are necessary or appropriate for the operation of the Building as a First-Class
Office Building, but specifically excluding (or deducting as appropriate)
expenses incurred in connection with or arising from:

                        (i) Sublandlord's operation of the Building at a higher
                  standard than that being provided to Sublandlord on the date
                  of this Sublease pursuant to that certain Agreement of Lease
                  dated September 10, 1997 between Subtenant, as landlord, and
                  Credit Suisse First Boston Corporation, as tenant, for the
                  13th floor at 11 Madison Avenue, New York, New York;

                        (ii) Any lobby area of the Building (other than the cost
                  of providing air conditioning, ventilation and heat thereto);

                        (iii) Taxes;

                        (iv) Janitorial and cleaning services with respect to
                  any lobby area, any Mechanical Space, roof space or any other
                  space dedicated to Sublandlord as tenant under the Overlease
                  or to Subtenant hereunder, or any area of the Building denoted
                  as leaseable space in the HLW Report;

                        (v) Fees paid or payable for managing and/or operating
                  the Building in excess of the amount customarily charged by
                  highly reputable managing and/or operating firms providing
                  such services in First-Class Office Buildings;

                        (vi) Providing electricity to any Mechanical Space, roof
                  space or any other space dedicated to Sublandlord as tenant
                  under the Overlease or to Subtenant hereunder or to any area
                  of the Building denoted as leaseable space in the HLW Report;


                                       10
<PAGE>

                        (vii) The Bridge and the Tunnel;

                        (viii) Any Alteration which is a Reimbursable
                  Replacement or Reimbursable Structural Work under the
                  Overlease;

                        (ix) The portion of any Reimbursable Legal Requirement
                  Alteration which is reimburseable under Section 9.5 of the
                  Overlease;

                        (x) Any Reimbursable Legal Requirement Alteration which
                  pertains to a Legal Requirement which affects only leaseable
                  space other than the Leaseback Space;

                        (xi) Any Voluntary Alteration made by Sublandlord unless
                  such Voluntary Alteration results in a savings of, or
                  reduction in, Operating Expenses ("Cost Savings"); provided,
                  however, (i) the costs of such Voluntary Alteration shall only
                  be included in Operating Expenses in any Operating Year to the
                  extent of the annual amortization thereon calculated on a
                  straight-line basis over the useful life of such capital
                  improvement (as reasonably determined in accordance with
                  generally accepted accounting principles), together with
                  interest thereon at the Interest Rate and (ii) in no event
                  shall there in included in Operating Expenses for any
                  Operating Year an amount greater than the amount by which
                  Operating Expenses are reduced in such Operating Year due to
                  such Voluntary Alteration;

                        (xii) Any other capital improvement or replacement not
                  described in clauses (viii) through (xi) above made by
                  Sublandlord unless such capital improvement is (A) required by
                  a Legal Requirement other than a Legal Requirement which
                  affects only leaseable space other than the Leaseback Space;
                  provided, however, the costs of such capital improvement shall
                  only be included in Operating Expenses in any Operating Year
                  to the extent of the annual amortization thereon calculated on
                  a straight-line basis over the useful life of such capital
                  improvement (as reasonably determined in accordance with
                  generally accepted accounting principles), together with
                  interest thereon at the Interest Rate, or (B) results in a
                  Cost Savings in Operating Expenses; provided, however, (i) the
                  costs of such capital improvement shall only be included in
                  Operating Expenses in any Operating Year to the extent of the
                  annual amortization thereon calculated on a straight-line
                  basis over the useful life of such capital improvement (as
                  reasonably determined in accordance with generally accepted
                  accounting principles), together with interest thereon at the
                  Interest Rate and (ii) in no event shall there in included in
                  Operating Expenses for any Operating Year an amount greater
                  than the amount by which Operating Expenses are reduced in
                  such Operating Year due to such capital improvement;

                        (xiii) Any repairs (whether or not pursuant to Legal
                  Requirements) made solely for the benefit of leaseable space
                  other than the Leaseback Space;


                                       11
<PAGE>

                        (xiv) Any machinery, equipment or tools used (A) solely
                  within, or solely for the benefit of leaseable areas (other
                  than the Leaseback Space) or (B) in connection with any
                  Alteration or other capital improvement or replacement which
                  is excluded from Operating Expenses;

                        (xv) Premiums for any insurance carried by Sublandlord
                  other than (A) the insurance specified in Sections 7.1(a),
                  (b), (c), (d), (e), (f), (g) and (i) of the Overlease and (B)
                  the insurance specified in Section 7.1(h) of the Overlease to
                  the extent that such insurance relates to an Alteration which
                  is not excluded from Operating Expenses pursuant hereto;

                        (xvi) Professional and consulting fees, including legal
                  and accounting fees, not directly related to the operation of
                  the Demised Premises;

                        (xvii) Computer time, telephone, bookkeeping and other
                  expenses not directly related to the operation of the Demised
                  Premises;

                        (xviii) Security in any lobby area of the Building or
                  within any leaseable space;

                        (xix) Leasing or procuring subtenants for the Building,
                  including leasing commissions and advertising expenses, and
                  all legal, accounting and consultants, fees, disbursements and
                  expenses incurred in disputes with subtenants or enforcement
                  of subleases or entering into subleases or preparing space for
                  any subtenant;

                        (xx) Any items which are reimbursable to Sublandlord by
                  insurance, warranties or otherwise other than pursuant to
                  operating expense clauses similar to this Article 5;

                        (xxi) Charges for which Sublandlord is entitled to
                  reimbursement from Overlandlord or any subtenant, including
                  services rendered or performed directly for the account of
                  subtenants at such subtenants' cost or for which a separate
                  charge is made (other than pursuant to operating expense
                  clauses similar to this Article 5);

                        (xxii) Depreciation (provided, however, that such
                  exclusion of depreciation shall not affect the inclusion in
                  Operating Expenses of the amortized items required to be
                  amortized pursuant to the provisions of clauses (xi) and (xii)
                  of this Section 5.01(a));

                        (xxiii) Any debt incurred by Sublandlord, including,
                  without limitation, installments of principal and interest and
                  any other sum due and payable under any mortgage (provided
                  that the foregoing shall not exclude the costs of performing
                  any obligations under such mortgage if such costs are not
                  otherwise excluded under this Section 5.01), and any expenses
                  incurred in connection therewith;


                                       12
<PAGE>

                        (xxiv) Rent and other charges due and payable under the
                  Overlease (provided that the foregoing shall not exclude the
                  costs of performing any obligations under the Overlease if
                  such costs are not otherwise excluded under this Section
                  5.01);

                        (xxv) Any service or facility which is included in the
                  Shared Services Agreement;

                        (xxvi) Any repair or restoration required under Articles
                  15 and 16 of this Sublease;

                        (xxvii) The portion of any costs paid to a party related
                  to Sublandlord and included in Operating Expenses which is in
                  excess of the amount which would have been paid in the absence
                  of such relationship;

                        (xxviii) The costs of acquiring, maintaining, displaying
                  and insuring all sculptures, paintings and other works of art
                  in the Building (other than the costs of maintaining and
                  insuring the Works of Art);

                        (xxix) Lease payments for rented equipment, the cost of
                  which equipment if purchased would not be includable in
                  Operating Expenses;

                        (xxx) Income, franchise, capital stock, transfer,
                  inheritance, estate or gift taxes of Sublandlord;

                        (xxxi) Investigation, removal, enclosure or
                  encapsulation of asbestos or other Hazardous Material;

                        (xxxii) All employee wages, salaries and other labor
                  costs for personnel above the grade of building manager and
                  the portion of employee wages, salaries and other labor costs
                  attributable to time not spent in connection with the Building
                  or for items excludable from Operating Expenses (it being
                  agreed that items such as vacation time, sick days and such
                  other time off included in other labor costs shall not be
                  deemed to be "time not spent in connection with the Building"
                  but shall be apportioned in the same manner as wages and
                  salaries);

                        (xxxiii) The gross negligence, willful misconduct or
                  other tortious conduct of Sublandlord or any of Sublandlord's
                  subtenants (other than Subtenant and any person (other than
                  Sublandlord) rightfully claiming by, through or under
                  Subtenant in its capacity as subtenant under this Sublease);

                        (xxxiv) Fines or penalties, interest or late fees
                  imposed upon Sublandlord;

                        (xxxv) Advertising and other promotional expenditures or
                  any signage installed by Sublandlord in or on the Building;


                                       13
<PAGE>

                        (xxxvi) Sublandlord's Roof Installations;

                        (xxxvii) Any amounts Sublandlord is required to pay
                  pursuant to any indemnity provision of the Overlease;

                        (xxxviii) The contest of any Legal Requirement if such
                  Legal Requirement applies solely to leaseable space other than
                  the Leaseback Space;

                        (xxxix) Any special events (e.g., receptions, concerts);

                        (xl) Any violation by Sublandlord or any of
                  Sublandlord's subtenants (other than Subtenant and any person
                  (other than Sublandlord) rightfully claiming by, through or
                  under Subtenant in its capacity as subtenant under this
                  Sublease) of any other sublease of space in the Building
                  (provided that the foregoing shall not exclude the costs
                  incurred by Sublandlord in performing any of Sublandlord's
                  obligations (such as repairs) under such sublease if such
                  costs are not otherwise excluded under this Section 5.01);

                        (xli) Sublandlord's general corporate overhead and
                  general and administrative expenses;

                        (xlii) All charitable or political contributions (other
                  than any reasonable fees, dues and other contributions paid by
                  or on behalf of Sublandlord to real estate organizations such
                  as the Real Estate Board of New York and BOMA (and their
                  successors) to the extent generally that landlords of
                  First-Class Office Buildings are members thereof or make
                  contributions thereto);

                        (xliii) The cost of installing, operating and
                  maintaining any specialty service, such as an observatory,
                  broadcasting facilities, luncheon club, athletic or
                  recreational club;

                        (xliv) The incremental additional cost of providing
                  services to another occupant of the Building in excess of the
                  services which Sublandlord is obligated to provide to
                  Subtenant under this Sublease at Sublandlord's expense; and

                        (xlv) Any takeover lease obligations or lease or
                  sublease obligations assumed by Sublandlord.

                  (b) The term "Operating Year" shall mean the calendar year in
which the Sublease Commencement Date occurs and each succeeding calendar year
thereafter.

                  (c) The term "Operating Statement" shall mean a written
statement prepared by Sublandlord or its agent, setting forth Sublandlord's
computation of the sum payable by Subtenant under this Article 5 for a specified
Operating Year.


                                       14
<PAGE>

                  (d) In determining the amount of Operating Expenses for any
Operating Year, if less than all of the Building leasable area shall have been
occupied by Sublandlord and/or subtenant(s) (including Subtenant) at any time
during any such Operating Year, Operating Expenses shall be determined for such
Operating Year to be an amount equal to the like expenses which would normally
be expected to be incurred had all such areas (to the extent of ninety-eight
percent (98%) of the leasable area of the Building, excluding all Mechanical
Space and areas used to provide the services described in the Shared Services
Agreement) been occupied throughout such Operating Year.

            Section 5.02 Subtenant shall pay to Sublandlord Subtenant's Lobby
Share (as defined below) of the reasonable costs and expenses incurred by
Sublandlord in connection with providing cleaning and janitorial services to,
and security for, the South Building lobby. "Subtenant's Lobby Share" shall mean
(i) for so long as Subtenant is using the services provided under the Shared
Services Agreement, an amount equal to Subtenant's Proportionate Share (as
defined in Section 6.01(c)) of the reasonable costs and expenses incurred by
Sublandlord in connection with providing cleaning and janitorial services to,
and security for, the South Building lobby, and (ii) in the event that Subtenant
is no longer using any of the services provided under the Shared Services
Agreement, an amount equal to the product of(A) the reasonable costs and
expenses incurred by Sublandlord in connection with providing cleaning and
janitorial services to, and security for, the South Building lobby, multiplied
by (B) a fraction, the numerator of which is the leaseable square footage then
leased by Subtenant (and Subtenant's sub-subtenants) in the South Building and
the denominator of which is the aggregate leaseable square footage in the South
Building.

            Section 5.03 For each Operating Year, Subtenant shall pay to
Sublandlord as Additional Rent, an amount (herein called the "Operating
Payment") equal to the sum of Subtenant's Lobby Share plus Subtenant's
Proportionate Share (or Subtenant's Amenities Proportionate Share, if
applicable) of the Operating Expenses for such Operating Year. Subtenant's Lobby
Share and Subtenant's Proportionate Share (or Subtenant's Amenities
Proportionate Share, if applicable) of Operating Expenses shall be determined
and, where necessary, redetermined each time a portion of the Interim Leaseback
Space is delivered to Sublandlord in accordance with the provisions of the
Overlease. If Subtenant's Proportionate Share (or Subtenant's Amenities
Proportionate Share, if applicable) for an applicable Operating Year is so
determined or redetermined in a particular Operating Year, Subtenant's Operating
Payment for that Operating Year shall be adjusted accordingly to reflect the
applicable determination or redetermination of Subtenant's Proportionate Share
(or Subtenant's Amenities Proportionate Share, if applicable).

            Section 5.04 Sublandlord shall furnish to Subtenant, prior to the
commencement of each Operating Year (except for the first Operating Year, which
will be furnished as soon as Sublandlord has been able to determine the same), a
written statement setting forth in reasonable detail Sublandlord's reasonable
estimate of the Operating Payment for such Operating Year, based upon the method
set forth in Section 5.03 for computing the Operating Payment. Commencing on the
Sublease Commencement Date, Subtenant shall pay to Sublandlord on the first day
of each month during such Operating Year an amount equal to one-twelfth (1/12th)
of Sublandlord's reasonable estimate of the Operating Payment for such Operating
Year (or the amount necessary to pay the estimate in full in equal monthly
installments prior to the expiration of the then Operating Year). If, however,
Sublandlord shall furnish any such estimate for an Operating Year subsequent


                                       15
<PAGE>

to the thirtieth (30th) day prior to the commencement thereof, then (a) until
the first day of the month following the month in which such estimate is
furnished to Subtenant. Subtenant shall pay to Sublandlord on the first day of
each month an amount equal to the monthly sum payable by' Subtenant to
Sublandlord under this Section 5.04 in respect of the last month of the
preceding Operating Year; (b) promptly after such estimate is furnished to
Subtenant, Sublandlord shall give notice to Subtenant stating whether the
installments of the Operating Payment previously made for the Operating Year
were greater or less than the installments of the Operating Payment to be made
for such Operating Year in accordance with such estimate, and (i) if there shall
be a deficiency. Subtenant shall pay the amount thereof within thirty (30) days
after demand therefor, and (ii) if there shall have been an overpayment,
Sublandlord shall, within thirty (30) days of providing Subtenant with such
estimate, at Subtenant's election either refund to Subtenant the amount thereof
or permit Subtenant to credit the amount thereof against the Rent payable
hereunder; and (c) on the first day of the month commencing at least thirty (30)
days subsequent to date on which such estimate is furnished to Subtenant, and
monthly thereafter throughout the remainder of such Operating Year, Subtenant
shall pay to Sublandlord an amount equal to one-twelfth (1/12th) of the
Operating Payment shown on such estimate. Sublandlord may, not more than twice
during each Operating Year, furnish to Subtenant a revised statement of
Sublandlord's estimate of the Operating Payment for such Operating Year, based
upon the method set forth in Section 5.03 for computing the Operating Payment;
and in such case, the Operating Payment for such Operating Year shall be
adjusted and paid or refunded, as the case may be, substantially in the same
manner as provided in the preceding sentence.

            Section 5.05 Within one hundred twenty (120) days after the end of
each Operating Year, Sublandlord shall furnish to Subtenant an Operating
Statement for such Operating Year, based on the method set forth in Section 5.03
for computing the Operating Payment and certified by a reputable independent
certified public accountant selected by Sublandlord. and reasonably approved by
Subtenant setting forth in reasonable detail the actual Operating Expenses
incurred by Sublandlord during such Operating Year. If the Operating Statement
shall show that the sums paid by Subtenant under Section 5.04 exceeded the
Operating Payment to be paid by Subtenant for such Operating Year, Sublandlord
shall promptly at Subtenant's election either refund to Subtenant the amount of
such excess or permit Subtenant to credit the amount of such excess against
subsequent payments of Rent or Additional Rent payable under this Sublease; and
if the Operating Statement for such Operating Year shall show that the sums so
paid by Subtenant were less than the Operating Payment to be paid by Subtenant
for such Operating Year, Subtenant shall pay the amount of such deficiency
within thirty (30) days after demand therefor. If the Operating Statements shall
show that the estimated sums theretofore estimated by Sublandlord and paid by
Subtenant for such operating Year exceeded the Operating Payment for such
Operating Year by more than ten (10%) percent, Sublandlord shall pay to
Subtenant interest on the excess over ten (10%) percent at the Interest Rate
from the end of the applicable Operating Year to which the overpayment relates
to the date such overpayment is refunded or credited; provided, if Sublandlord's
estimate of the Operating Payment was based on Subtenant's Proportionate Share
(or Subtenant's Amenities Proportionate Share, if applicable) at the time such
estimate was prepared (taking into account any Outside Date for delivery of
Interim Leaseback Space occurring during such Operating Year) and Subtenant
thereafter delivered Interim Leaseback Space to Sublandlord prior to the
applicable Outside Date thereof, Sublandlord shall not be required to pay
interest on any excess relating to the reduction in Subtenant's Proportionate
Share (or Subtenant's Amenities Proportionate Share, if applicable) as a result
of such delivery.


                                       16
<PAGE>

            Section 5.06 Each Operating Statement given by Sublandlord pursuant
to Section 5.05 shall be conclusive and binding upon Subtenant (i) unless within
three (3) months after the receipt of the Operating Statement for the succeeding
Operating Year, Subtenant shall notify Sublandlord that it disputes the
correctness of the Operating Statement specifying the particular respects in
which the Operating Statement is claimed to be incorrect, and (ii) if such
disputes shall not have been settled by agreement within three (3) months after
such notice of dispute, either party may submit the dispute to arbitration in
accordance with the provisions of Article 21 of the Overlease. Pending the
determination of such dispute by agreement or arbitration as aforesaid,
Subtenant shall within thirty (30) days after the receipt of such Operating
Statement pay Additional Rent in accordance with Sublandlord's statement,
without prejudice to Subtenant's position. If the dispute shall be determined in
Subtenant's favor, Sublandlord shall forthwith pay to Subtenant the amount of
Subtenant's overpayment resulting from compliance with Sublandlord's Operating
Statement and interest, if applicable, in accordance with Section 5.05 hereof.

            Section 5.07 If an Operating Year commences before the Sublease Rent
Commencement Date or ends after the expiration or termination of this Sublease,
the Additional Rent in respect thereof payable under this Article shall be
appropriately prorated.

            Section 5.08 The failure of Sublandlord to render an Operating
Statement for any Operating Year shall not prejudice Sublandlord's right, or
relieve Sublandlord of the obligation, to thereafter render such Operating
Statement or relieve or release Subtenant from any obligation to pay Subtenant's
Proportionate Share (or Subtenant's Amenities Proportionate Share, if
applicable) of Operating Expenses for any Operating Year, but, if Sublandlord
shall fail to render an Operating Statement for any year by June 30 of the
succeeding calendar year, Subtenant may cease to pay, until such Operating
Statement is rendered, estimated installments of Subtenant's Operating Payment.
Further, Sublandlord shall be precluded from adjusting any Operating Statement
to increase the costs included within Subtenant's Proportionate Share (or
Subtenant's Amenities Proportionate Share, if applicable) of Operating Expenses
subsequent to the date (the "Cut-Off Date") that is thirty-six (36) months
subsequent to the expiration of the Operating Year to which the applicable
Operating Statement relates, but nothing shall preclude or prevent Sublandlord
from furnishing Subtenant with corrections or adjustments to any Operating
Statement for any applicable Operating Year prior to the applicable Cut-Off
Date.

            Section 5.09 Subtenant, upon reasonable notice, may (but only with
its authorized employees or with a firm of reputable independent certified
public accountants selected by Subtenant) elect to examine such of Sublandlord's
books and records with respect to the applicable Operating Statement
(collectively, "Records") as are directly relevant to any disputed amount
included in the Operating Statement in question. In making such examination,
Subtenant shall, and shall cause its officers, employees and accountants to,
keep confidential any and all information contained in the Records.

            Section 5.10 The provisions of this Article 5 shall survive the
expiration or earlier termination of this Sublease as to all Additional Rent due
Sublandlord or credit owed Subtenant accruing on or before the date of such
expiration or termination, including all disputed items as well as the
Additional Rent due for the last Operating Year, or portion thereof, falling
within the Sublease Term. Within one hundred fifty (150) days following such
expiration or earlier termination, Sublandlord shall render to Subtenant a
preliminary uncertified Operating Statement,


                                       17
<PAGE>

and Sublandlord and Subtenant shall, subject to year-end adjustments,
preliminarily adjust the amount due Sublandlord or Subtenant, as the case may
be, for such last year or portion thereof, subject to year-end adjustments, and
the party owing any portion of the same to the other shall promptly pay the
same. Sublandlord shall issue a final Operating Statement for such last year or
portion thereof on or before April 30 of the succeeding calendar year, and all
amounts due Sublandlord or Subtenant based thereon shall be adjusted between the
parties.

                                    ARTICLE 6

                                      TAXES

            Section 6.01 For the purposes of this Article 6 and other provisions
of this Sublease:

                  (a) The term "Taxes" shall mean (i) all Impositions paid by
Sublandlord under the Overlease, specifically excluding therefrom any
Impositions relating to: (A) such franchises, licenses and permits as may
pertain to Sublandlord's use (as opposed to franchises. licenses and permits
needed generally to occupy any leasable space)of any leaseable space in the
Demised Premises (other than the Long-Term Leaseback Space), (B) the Overlease,
and (C) the Bridge and the Tunnel; and (ii) any expenses incurred by Sublandlord
in contesting any Impositions (other than any security deposited by Sublandlord
with Overlandlord (as opposed to actually applied by Overlandlord) pursuant to
Section 5.3 of the Overlease). Anything contained herein to the contrary
notwithstanding, Taxes shall not be deemed to include (I) any income taxes,
franchise taxes, estate, succession, inheritance or transfer taxes or any
similar taxes payable by Sublandlord. unless such taxes are levied, assessed or
imposed in lieu of, or as a substitute for, or (if then generally included in
the determination of real estate taxes by owners of First-Class Office
Buildings) additions to, the whole or any part of the taxes, levies, assessments
or impositions which now constitute Impositions; (2) any interest, late fees or
penalties imposed on Sublandlord for late payment of any Impositions (provided
that Subtenant has made its corresponding Tax Payment, if any, hereunder in the
time period required hereunder); and (3) any Impositions relating to
Sublandlord's failure to comply with the provisions of Sections 5.4(c) and 9.6
of the Overlease.

                  (b) The term "Tax Year" shall mean the fiscal tax year for
which Impositions are levied by the City of New York, which, on the date hereof,
assesses real property tax on a fiscal year basis commencing on July 1 of each
calendar year and the following June 30.

                  (c) The term "Subtenant's Proportionate Share" shall mean the
quotient (expressed as a percentage) obtained by (x) dividing the number of
rentable square feet in the Leaseback Space then demised to Subtenant hereunder
as set forth in Schedule I hereof by (y) 1,443,908. Notwithstanding the
foregoing for any period during which Subtenant is utilizing the Cafeteria
and/or the Fitness Center (as defined in the Shared Services Agreement), (i) if
Subtenant is utilizing the Cafeteria and the Fitness Center under the Shared
Services Agreement, then for purposes of calculating Subtenant's Proportionate
Share under this Section 6.01(c), the denominator shall be 1,401,805 (1,443,908
minus 33,143 minus 8,960); (ii) if Subtenant is utilizing only the Cafeteria
(and not the Fitness Center) under the Shared Services Agreement, then for
purposes of calculating Subtenant's Proportionate Share under this Section 6.0
1(c), the denominator shall be 1,410,765 (1,443,908 minus 33,143); and (iii) if
Subtenant is utilizing the Fitness Center (and not


                                       18
<PAGE>

the Cafeteria) under the Shared Services Agreement, then for the purposes of
calculating Subtenant's Proportionate Share under this Section 6.01(c), the
denominator shall be 1,434,948 (1,443.908 minus 8,960) (the applicable
Subtenant's Proportionate Share calculated pursuant to the foregoing clauses
(i), (ii) or (iii) being hereinafter referred to as the "Subtenant's Amenities
Proportionate Share"). Subtenant's Proportionate Share (or Subtenant's Amenities
Proportionate Share, if applicable) of Taxes shall be determined and, where
necessary, redetermined each time a portion of the Interim Leaseback Space is
delivered to Sublandlord in accordance with the provisions of the Overlease. In
the event of a casualty to or partial condemnation of the Building, Subtenant's
Proportionate Share (or Subtenant's Amenities Proportionate Share, if
applicable) shall also be redetermined if. after completion of Restoration of
the Building, the rentable square footage of the Building (calculated in the
same mariner as rentable square foot is calculated in the HLW Report) is greater
or less than 1,443,908. If Subtenant's Proportionate Share (or Subtenant's
Amenities Proportionate Share, if applicable) for an applicable Tax Year is so
determined or redetermined in a particular Tax Year, Subtenant's Tax Payment for
that Tax Year shall be adjusted accordingly to reflect the applicable
determination or redetermination of Subtenant's Proportionate Share (or
Subtenant's Amenities Proportionate Share, if applicable).

                  (c) The term "Tax Statement" shall mean a written statement
prepared by Sublandlord or its agent, setting forth Sublandlord's computation of
the sum payable by Subtenant under this Article 6 for a specified Tax Year.

            Section 6.02 Subtenant agrees to pay to Sublandlord, as Additional
Rent, for each Tax Year occurring wholly or in part during the period commencing
on the Sublease Commencement Date and ending on the Sublease Expiration Date, an
amount (herein called "Tax Payment") equal to Subtenant's Proportionate Share
(or Subtenant's Amenities Proportionate Share. if applicable) of the Taxes for
such Tax Year. At least thirty (30) days prior to the due date of the payment of
Impositions to the taxing authority, Sublandlord shall render to Subtenant a Tax
Statement or Statements showing the amount of the Tax Payment, which Tax
Statement shall be accompanied by a copy of the real estate tax bill (if
theretofore received by Sublandlord). Subtenant shall pay to Sublandlord, in two
(2) equal installments, in advance, on June 1st and December 1st of each year,
the Tax Payment shown in such Tax Statement; provided, however, that if
Sublandlord shall render any Tax Statement less than thirty (30) days prior to
the date on which an installment of the Tax Payment is due, than such payment
shall be due thirty (30) days after the date on which Sublandlord shall have
delivered such Tax Statement. If Impositions are required to be paid on any
other date or dates than as presently required by the governmental authority
imposing the same, then the due date of the installments of the Tax Payment
shall be correspondingly accelerated or revised so that the Tax Payment (or the
two (2) installments thereof) is due thirty (30) days prior to the date the
corresponding payment is due to the governmental authority. If the Tax Year
established by the applicable governmental authority shall be changed, any Taxes
for the Tax Year prior to such change which are included within the new Tax Year
and which were the subject of a prior Tax Statement shall be apportioned for the
purpose of calculating the Tax Payment payable with respect to such new Tax
Year. In the event Subtenant's Proportionate Share (or Subtenant's Amenities
Proportionate Share, if applicable) of Taxes for a Tax Year is unknown at the
commencement of such Tax Year, Sublandlord shall estimate the same, based on the
Taxes for the previous Tax Year, which amount shall be appropriately adjusted
when the actual amount of Subtenant's Proportionate Share (or Subtenant's
Amenities Proportionate Share, if applicable) of Taxes for such Tax Year becomes
known. If it becomes necessary to adjust the regular payments during a Tax Year,


                                       19
<PAGE>

Sublandlord agrees to give Subtenant not less than twenty (20) days notice of
such adjustment, which notice shall include appropriate copies of documentation
serving as the basis for such adjustment.

            Section 6.03 If Sublandlord shall receive a refund of Impositions
for any Tax Year for which Subtenant has made its Tax Payments, Sublandlord
shall either, at Subtenant's election, pay to Subtenant, or permit Subtenant to
credit against subsequent payments of Minimum Rent payable under this Sublease,
Subtenant's Proportionate Share (or Subtenant's Amenities Proportionate Share,
if applicable) of such net refund (after deducting from such total refund the
costs and expenses, including, but not limited to, appraisal, accounting and
legal fees incurred or expended in obtaining the same, to the extent that such
costs and expenses were not included in the Taxes for such Tax Years) and to the
extent Sublandlord actually receives the same, interest thereon; provided,
however, such payment or credit to Subtenant shall in no event exceed
Subtenant's Tax Payment paid for such Tax Year. Such payment or credit shall be
made within sixty (60) days following receipt of such refund by Sublandlord.

            Section 6.04 If a Tax Year commences before the Sublease
Commencement Date or ends after the expiration or termination of this Sublease,
the Tax Payment thereof shall be pro-rated to correspond to that portion of such
Tax Year occurring within the Sublease Term.

            Section 6.05 ICIP Benefits.

                  (a) Sublandlord covenants that it shall timely apply for the
Real Property Tax Exemption and Deferral created by Title U, Chapter 2, Part 3
of the Administrative Code of the City of New York for an abatement, deferral or
reduction of the real estate taxes for the Improvements for a period of time.
Sublandlord shall file a preliminary application with respect thereto prior to
commencing any work whatsoever in the Building, including without limitation any
demolition work. Sublandlord, at its expense, agrees that it shall timely comply
with the ICIP Law to ensure that it remains an eligible Recipient (as such term
is defined under the ICIP Law) of the benefits under the ICIP Law. Sublandlord
shall take all actions and submit all reports, annual filings of certificates of
continuing use and records to the Department of Finance, the Divisions of Labor
Services and all other Public Authorities involved in the administration of the
ICIP Law and shall maintain all records and reports required to evidence such
compliance;

                  (b) Subtenant represents that it has applied for the Real
Property Tax Exemption and Deferral created by Title II, Chapter 2, Part 3 of
the Administrative Code of the City of New York for an abatement, deferral or
reduction of the real estate taxes for the Improvements for a period of time.
Subtenant, at its expense, agrees that it shall timely comply with the ICIP Law
to ensure that it remains an eligible Recipient of the benefits under the ICIP
Law. Subtenant shall take all actions and submit all reports, annual filings of
certificates of continuing use and records to the Department of Finance, the
Divisions of Labor Services and all other Public Authorities involved in the
administration of the ICIP Law and shall maintain all records and reports
required to evidence such compliance;

                  (c) Sublandlord and Subtenant shall each (both for its own
benefit and the benefit of the other party): (I) supply information and comply
with such reporting requirements as are necessary to comply with and/or obtain
the benefits of the ICIP Law and (II) submit all reports,


                                       20
<PAGE>

annual filings of certificates of continuing use and records to the Department
of Finance, the Division of Labor Services and all other Public Authorities
involved in the administration of the ICIP Law and (III) maintain all records
and reports required to evidence such compliance, except that no such
cooperation with the other party shall require either party to reveal
proprietary business information unrelated to the matters below or to materially
modify or restrict its hiring practices or operations in conducting its business
in (as opposed to the construction of) the Leaseback Space or the Demised
Premises, as applicable, and each party shall:

                        (i) provide access to the Leaseback Space or the Demised
      Premises, as applicable, by employees and agents of the Department of
      Finance of the City of New York or any successor agency at all reasonable
      times and upon reasonable prior notice at the request of the other party;

                        (ii) report to the other party upon request the number
      of workers permanently engaged in employment in the Leaseback Space or the
      Demised Premises, as applicable,, the nature of each worker's employment
      and the residency of each worker; and

                        (iii) provide any other access, records or information
      (other than proprietary business information) which may be reasonably
      required by the other party in connection with such party's compliance
      with the ICIP Law.

                  (d) Neither party shall be required (I) to pay Impositions (or
in Subtenant's case, Subtenant's Proportionate Share (or Subtenant's Amenities
Proportionate Share, if applicable) of Taxes which relate to Impositions) which
become due because of the failure by the other party to comply with the ICIP
Law, or (II) otherwise relieve or indemnify the other party from any personal
liability arising under the ICIP Law, except where imposition of such Taxes or
liability is occasioned by actions or non-actions of such party. Sublandlord and
Subtenant shall indemnify each other for any liability incurred by each as a
result of the other's failure to comply with the ICIP Law.

                  (e) Each party agrees, at no cost or exposure to itself, to
reasonably cooperate with the other party in order to enable the other party to
realize the maximum benefits available to the other party with respect to any
work or Alterations made by the other party under the ICIP Law or other similar
incentive program, provided such benefits do not adversely affect the value of
the Leaseback Space or the Demised Premises (other than the Leaseback Space), as
applicable.

            Section 6.06 Municipal Incentives

                  (a) The parties hereto acknowledge that Subtenant is
negotiating with the Economic Development Corporation of the City of New York
(the "City") for incentives in connection with the retention of all or a portion
of MetLife's New York City operations at various locations within the City (the
"MetLife Locations"), including without limitation the space covered by this
Sublease (the "Premises"). The incentives that Subtenant may obtain from the
City may be realized through various tax exemptions and tax abatements at the
MetLife Locations, including without limitation the Premises. Sublandlord hereby
agrees to cooperate with Subtenant, at Subtenant's expense and to the extent
Subtenant reasonably requests such cooperation in connection with Subtenant's
applications for such incentives, provided that same will not adversely affect
any


                                       21
<PAGE>

such incentives to which Sublandlord is entitled. Sublandlord's cooperation will
include, but not be limited to, supplying any necessary information that
Subtenant reasonably requests, executing required forms that Subtenant
reasonably requests, and other similar actions. In addition. Sublandlord hereby
agrees that if Subtenant is successful in obtaining such incentives and if any'
portion of the incentives may be derived from the Premises demised hereunder,
then Sublandlord agrees to cooperate, at Subtenant's expense, in re-structuring
this Sublease so as to allow Subtenant to realize the benefits to the fullest
extent possible from the Premises demised hereunder, including without
limitation (i) cooperation in the creation of a condominium (or synthetic
condominium structure) to permit the Premises to be exempt from real estate
taxes, (ii) structuring the rents and additional rents under the Overlease and
this Sublease to accomplish the pass-through of benefits to Subtenant which
arise from tax exemptions (whether of sales taxes, mortgage recording taxes,
real estate taxes or other taxes) or reduced expenses for utilities, which are
intended for Subtenant's benefit or (iii) such other actions as may be
reasonably required to permit the full realization of the incentives granted to
Subtenant by the City to the extent such incentives can be realized from the
Premises.

                  (b) Sublandlord further agrees that if the City shall not
approve a package of incentives reasonably satisfactory to Subtenant within
sixty (60) days after execution of this Sublease, then Subtenant shall have the
right to terminate this Sublease upon ten (10) Business Days notice to
Sublandlord.

                  (c) Sublandlord further agrees that to the extent that it will
not utilize for its own benefit (and provided that same will not adversely
affect any such incentives to which Subtenant is entitled), Sublandlord will not
object to Subtenant's applying for and obtaining the benefit of any incentives
derived from or through the Building based on Sublandlord's expenditures to
improve the Building. In connection with Subtenant's application for such
incentives. Sublandlord will, at Subtenant's expense, cooperate with Subtenant
to enable Subtenant to realize the benefit of such incentives, such cooperation
to include, but not be limited to, (i) Sublandlord's utilizing a Certificate of
Exemption for capital improvements made by Sublandlord in any portion of the
Building and paying the equivalent amount of the sales taxes saved thereby to
Subtenant or to a fund for Subtenant's benefit; and (ii) Sublandlord's paying
the Real Estate Taxes otherwise payable by Sublandlord through a payment in lieu
of taxes (PILOT) mechanism, so that all or a portion of such taxes may be
reserved for Subtenant's benefit.

                  (d) Subtenant shall indemnify Sublandlord for liabilities
incurred by Sublandlord in connection with the foregoing provisions of this
Section 6.06, except to the extent resulting from or in connection with (i) the
breach or default or non-compliance by Sublandlord under the foregoing
provisions of this Section 6.06, or (ii) the wilful misconduct or gross
negligence of Sublandlord.

            Section 6.07 Sublandlord agrees, at no cost or exposure to
Sublandlord, to reasonably cooperate with Subtenant in order to enable Subtenant
to realize the maximum benefits available to Subtenant with respect to any
Alterations made by Subtenant under the ICIP Law or other similar incentive
program.

            Section 6.08 The provisions of this Article 6 shall survive the
expiration or earlier termination of this Sublease as to all Additional Rent due
Sublandlord or credit owed


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<PAGE>

Subtenant accruing on or before the date of such expiration or termination,
including all Additional Rent due for the last Tax Year, or portion thereof,
falling within the Sublease Term.

                                    ARTICLE 7

                                     REPAIRS

            Section 7.01 Subject to the terms of this Sublease, Subtenant shall,
at its sole cost and expense, (i) make such repairs to the Leaseback Space and
the fixtures and appurtenances therein (A) necessitated by the act or omission
by Subtenant in violation of Subtenant's obligations under; or by the covenants,
terms, provisions or agreements contained in this Sublease or (B) pursuant to
Legal Requirements or Insurance Requirements with which Subtenant is obligated
to comply pursuant to the covenants, terms, provisions or agreements contained
in this Sublease, or (C) necessitated by the negligence of Subtenant, its
employees, agents or contractors, and the employees of such agents and
contractors (except for damage arising from fire or other casualty as provided
in Section 15.01 in this Sublease, but nothing contained herein shall relieve or
release Subtenant from its obligations to replace Subtenant's property pursuant
to Section 15.01 of this Sublease), and (ii) during such periods as Subtenant
shall be operating the same, maintain and make such repairs to Subtenant's
Systems (hereinafter defined), as and when needed to preserve them in good
working order and condition as the same would have been maintained by owners of
First Class Office Buildings. All damage or injury to the Leaseback Space and to
its fixtures, appurtenances and equipment, the Subtenant's Systems or the
Building or to its fixtures, appurtenances and equipment caused by Subtenant
moving property in or out of the Building or by installation or removal of
furniture, fixtures or other property by, or on behalf of, Subtenant shall be
repaired, restored or replaced promptly by Subtenant at its sole cost and
expense. Anything to the contrary provided herein notwithstanding, but subject
to the provisions of Section 9.03 of this Sublease, in no event shall Subtenant
be responsible for any repairs necessitated by the act, omission (in violation
of Sublandlord's obligations under, or agreements contained in, this Sublease,
the Overlease or pursuant to Legal Requirements or Insurance Requirements) or
negligence of Sublandlord or its employees, agents or contractors (and the
employees of such agents and contractors). As used herein, the term "Subtenant's
Systems" means all plants, machinery, equipment, trade fixtures and personal
property which becomes part of the real property by incorporation therein,
including, but not limited to, any ventilating and air conditioning systems,
communications and telecommunications apparatus, electrical equipment and all
equipment and materials and any ancillary cabling and wiring used in connection
therewith or necessary for the use thereof, designed or used exclusively for
Subtenant's sole use or for systems owned by Subtenant or systems dedicated to
Subtenant's sole and exclusive use or which Subtenant has the exclusive right,
under this Sublease, to operate.

            Section 7.02 Sublandlord shall, at its sole cost and expense, make
all repairs (both structural and nonstructural) to (i) the Building (other than
the Leaseback Space); (ii) the Building Systems (hereinafter defined) and (iii)
all structural elements of the Leaseback Space, unless, in each event, the need
for such repairs arises from (A) violation by Subtenant of Subtenant's
obligations under, or covenants, terms, provisions or agreements contained in
this Sublease, (B) Legal Requirements or Insurance Requirements with which
Subtenant is obligated to comply, or (C) negligence (including negligent
maintenance) of Subtenant, its agents or contractors (and the employees of such
agents and contractors). Notwithstanding anything to the contrary contained in


                                       23
<PAGE>

this Section 7.02 or anywhere else in this Sublease, Sublandlord shall not be
required to maintain or repair any of Subtenant's Alterations, Subtenant's
personal property or Subtenant's Systems or the corridors, toilet room(s) and
elevator lobbies on floors wholly leased to Subtenant except, in such event, for
damage to the same caused (x) in violation of Sublandlord's obligations under,
or agreements or covenants contained in this Sublease or the Overlease, (y)
pursuant to Legal Requirements or Insurance Requirements which are Sublandlord's
obligation under this Sublease, or (z) by the negligence of Sublandlord, its
agents, contractors and its or their employees. The term "Building Systems"
shall mean the mechanical, gas, electrical, sanitary, heating, air conditioning,
ventilating, elevator, plumbing and life-safety and other service systems of the
Building, other than (i) any Subtenant's Systems, and (ii) the distribution
portions of such Building Systems located within the Leaseback Space other than
perimeter heating systems.

            Section 7.03 Business machines and mechanical equipment belonging to
Subtenant which cause (i) vibration, noise, cold or heat that may be transmitted
to the Building structure or to any leased space other than the Leaseback Space
to such a degree as to be reasonably objectionable to Sublandlord or to any
other tenant in the Building shall be placed and maintained by Subtenant, at its
expense, in settings sufficient to absorb and prevent such vibration or noise or
(ii) noise outside of the Building shall be muffled in such manner as shall
eliminate such noise. Sublandlord, in furtherance of its obligations under
Article 4 of this Sublease. shall itself conform and shall use diligent efforts
(including the institution and prosecution of legal proceedings) to cause all
other Building occupants to conform to the requirements of the immediately
preceding sentence with respect to the transmission of vibrations, noise, cold
or heat from other portions of the Building to the Leaseback Space. The parties
hereto recognize that the operation of elevators, generators, air-conditioning
and heating equipment will cause some vibration, noise, heat or cold which may
be transmitted to other parts of the Building and the Leaseback Space. Neither
Sublandlord nor Subtenant shall be under any obligation to endeavor to reduce
such vibration, noise, heat or cold beyond what is customary for a First-Class
Office Building.

            Section 7.04 Except as otherwise expressly provided in this Sublease
there shall be no allowance to or for Subtenant for a diminution of rental value
and no liability on the part of Sublandlord by reason of inconvenience,
annoyance or injury to business arising from the making of any repairs,
alterations, additions or improvements in or to any portion of the Building or
the Leaseback Space or in or to fixtures, appurtenances or equipment thereof
Sublandlord agrees to use reasonable efforts to minimize any interruption of
Subtenant's business operations as a result of Sublandlord's making of any
repairs, alterations, additions or improvements in or to any portion of the
Building or the Leaseback Space or in or to fixtures, appurtenances or equipment
thereof but nothing contained herein shall require Sublandlord to expend or
incur any charges or costs for overtime labor or pay any premiums in order to
minimize such interruption, except that Sublandlord shall employ contractors or
labor at overtime or other premium pay rates (a) at its expense if necessary to
make any repair required to be made by it hereunder to remedy any condition that
(i) results in a denial of reasonable access to the Leaseback Space, (ii)
threatens the health or safety of any occupant of the Leaseback Space, or (iii)
except in the case of damage by casualty or other destruction, materially
interferes with Subtenant's ability to conduct its business in the Leaseback
Space or (b) at Subtenant's request and expense, in all other cases. Sublandlord
shall provide Subtenant with reasonable prior notice of any repairs or work
(other than emergency work) that, in Sublandlord's reasonable judgment, will
materially interfere with the conduct of Subtenant's business in the Leaseback
Space.


                                       24
<PAGE>

                                   ARTICLE 8

                               REQUIREMENTS OF LAW

            Section 8.01 (a) Subtenant, at its expense, shall comply with all
Legal Requirements relating to the Leaseback Space including, without
limitation, those applicable to the making of any Alterations in the Leaseback
Space or the result of the making of such Alterations and those applicable by
reason of the nature or type of business operated by Subtenant in the Leaseback
Space. Subtenant shall not be under any obligation to make any Alterations in
order to comply with Legal Requirement applicable to the mere general "office"
use (as opposed to the manner of use) of the Leaseback Space, unless expressly
required herein or if required as a result of any Alterations made by Subtenant.
Subtenant, at its expense, shall comply (and Subtenant hereby expressly assumes
all responsibility for compliance) with the Americans With Disabilities Act of
1990 and any and all regulations promulgated thereunder, as the same may be
amended from time to time, (the "ADA") relating to the Long-Term Leaseback Space
to the extent such compliance involves work or other measures within the
Long-Term Leaseback Space, including, but not limited to, any path of travel
alterations from the elevators serving the Long-Term Leaseback Space through
each portion of the Long-Term Leaseback Space and any requirements of the ADA
relating to Subtenant's employees and business operations within the Long-Term
Leaseback Space. Any Alterations required to be performed by Subtenant to the
Long-Term Leaseback Space for the purpose of complying with the ADA, as
aforesaid, or which otherwise require compliance with the ADA, shall be done in
accordance with the terms, provisions, agreements, covenants and conditions of
this Sublease. Notwithstanding the foregoing, (i) if Sublandlord has performed
any work or Alterations anywhere in the Demised Premises (to prepare the same
for Sublandlord's use or occupancy as opposed to performing Sublandlord's
obligations as landlord under this Sublease) and, as a result thereof, Subtenant
would be required under any Legal Requirement to perform Alterations in the
Leaseback Space (each, a "Sublandlord-Triggered Alteration"), then Subtenant
shall perform such Sublandlord-Triggered Alteration at Sublandlord's sole cost
and expense (which shall be reimbursed to Subtenant within thirty (30) days
after written demand thereof) and (ii) if, in connection with any build out of
any Interim Leaseback Space by Sublandlord after such Interim Leaseback Space
has been delivered to Sublandlord, Sublandlord demolishes and rebuilds all or
any portion of the Sublandlord-Triggered Alteration, then Subtenant shall refund
to Sublandlord an amount equal to fifty percent (50%) of the amount paid by
Sublandlord for such Sublandlord-Triggered Alteration or allocable portion
thereof pursuant to clause (i) of this Section 8.01(a).

                  (b) Subtenant, at its expense, after written notice to
Sublandlord, may contest, by appropriate proceedings prosecuted diligently and
in good faith, the validity or applicability of any Legal Requirement as to
which Subtenant has the obligation to comply pursuant to this Section 8.01(a);
provided such is done in accordance with Section 6.5 of the Overlease as if
Sublandlord was Overlandlord.

            Section 8.02 Subtenant shall not do or permit to be done any act or
thing upon said Leaseback Space, which will invalidate or be in conflict with
New York standard fire insurance policies covering the Building and fixtures and
property therein.

            Section 8.03 If, as a result of any use, act or omission (in
violation of Subtenant's obligations under this Sublease or which are violative
of Legal Requirements or


                                       25
<PAGE>

Insurance Requirements for which Subtenant is obligated to comply with) by
Subtenant, the rate of fire insurance applicable to the Building shall be
increased to an amount higher than it otherwise would be, Subtenant shall
reimburse Sublandlord for all increases of Sublandlord's fire insurance premiums
so caused; such reimbursement to be Additional Rent payable within thirty (30)
days after demand by Sublandlord. In any action or proceeding concerning the
rate of fire insurance applicable to the Building wherein Sublandlord and
Subtenant are parties, a schedule or "make-up" of rates for the Building or
Leaseback Space issued by the body making fire insurance rates for said
Leaseback Space or by the insurance carrier issuing the fire insurance on the
Building shall be presumptive evidence of the facts therein stated and of the
several items and charges in the fire insurance rate then applicable to said
Leaseback Space.

            Section 8.04 Sublandlord shall comply with (i) all ADA requirements
which are not the obligation of the Subtenant pursuant to Section 8.01(a) of
this Sublease and (ii) all other Legal Requirements affecting the Building,
which are not the responsibility of Subtenant under Section 8.01(a).
Sublandlord shall have the right to contest the applicability or validity of any
Legal Requirement as provided in Section 6.5 of the Overlease.

                                    ARTICLE 9

                     PROPERTY -- LOSS, DAMAGE, REIMBURSEMENT

            Section 9.01 Sublandlord or its agents shall not be liable for any
injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain, or snow or leaks from any part of
the Building, or from the pipes, appliances or plumbing works or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, except to the extent any of the foregoing shall be
caused by or due to the willful misconduct or negligent act or omission (or in
violation of Sublandlord's obligations under, or covenants, terms, provisions or
agreements contained in, this Sublease or which would be violative of Legal
Requirements or Insurance Requirements which Sublandlord is obligated to comply
with pursuant to the covenants, provisions or agreements of this Sublease) of
Sublandlord, its agents, servants or employees, subject in each event to the
provisions of Section 27.20 of the Overlease.

            Section 9.02 Subtenant shall give Sublandlord prompt notice in case
of a fire or accident in the Leaseback Space as well as notice of any other
event occurring in the Leaseback Space which could give rise to a damage or
injury claim against Sublandlord or Subtenant promptly after Subtenant is aware
of such fire, accident or other event.

            Section 9.03 (a) Sublandlord agrees that it will include in its fire
insurance policies appropriate clauses pursuant to which the insurance companies
(i) waive all right of subrogation against Subtenant with respect to losses
payable under such policies and/or (ii) agree that such policy or policies shall
not be invalidated should the insured waive in writing prior to a loss any or
all right of recovery against any party for losses covered by such policy or
policies. If Sublandlord is unable to obtain in such policy or policies either
of the clauses described in the preceding sentence, Sublandlord shall, if
legally possible and without necessitating a change in insurance carriers, have
Subtenant named in such policy or policies as an additional insured. If
Subtenant shall be named as an additional insured in accordance with the
foregoing, Subtenant


                                       26
<PAGE>

agrees to endorse promptly to the order of Sublandlord, without recourse, any
check, draft, or order for the payment of money representing the proceeds of any
such policy or representing any other payment growing out of, or connected with,
said policies, and Subtenant does hereby irrevocably waive any and all rights in
such proceeds and payments.

                  (b) Subtenant agrees to include, in its fire insurance policy
or policies on Subtenant's property, appropriate clauses pursuant to which the
insurance company or companies (i) waive the right of subrogation against
Sublandlord and/or any tenant of space in the Building with respect to losses
payable under such policy or policies and/or (ii) agree that such policy or
policies shall not be invalidated should the insured waive in writing prior to a
loss any or all right of recovery against any party for losses covered by such
policy or policies. If Subtenant is unable to obtain in such policy or policies
either of the clauses described in the preceding sentence, Subtenant shall, if
legally possible and without necessitating a change in insurance carriers, have
Sublandlord named in such policy or policies as an additional insured. If
Sublandlord shall be named as an additional insured in accordance with the
foregoing, Sublandlord agrees to endorse promptly to the order of Subtenant,
without recourse, any check, draft, or order for the payment of money
representing the proceeds of any such policy or representing any other payment
growing out of, or connected with, said policies, and Sublandlord does hereby
irrevocably waive any and all rights in and to such proceeds and payments.

                  (c) To the extent of the waiver included in Sublandlord's fire
insurance policy pursuant to subsection (a) above or, if Sublandlord fails to
comply with its obligations under such subsection (a), to the extent of the
waiver which would have been included if Sublandlord had procured the same,
Sublandlord hereby waives any and all right of recovery which it might otherwise
have against Subtenant, its servants, agents and employees, for loss or damage
occurring to the Building and the fixtures, appurtenances and equipment therein,
to the extent the same is covered by Sublandlord's insurance, notwithstanding
that such loss or damage may result from the negligence or fault of Subtenant,
its servants, agents or employees. To the extent of the waiver included in
Subtenant's fire insurance policy pursuant to subsection (b) above or, if
Subtenant fails to comply with its obligations under such subsection (b), to the
extent of the waiver which would have been included if Subtenant had procured
the same, Subtenant hereby waives any and all right of recovery which it might
otherwise have against Sublandlord, its servants, and employees and against
every other tenant in the Building who shall have executed a similar waiver as
set forth in this Section 9.03(c) for loss or damage to Subtenant's furniture,
furnishing, fixtures and other property removable by Subtenant under the
provisions hereof to the extent that same is covered by Subtenant's insurance,
notwithstanding that such loss or damage may result from the negligence or fault
of Sublandlord, its servants, agents or employees, or such other tenant and the
servants, agents or employees thereof.

                  (d) Each of Sublandlord and Subtenant hereby agrees to advise
each other promptly if the clauses to be included in their respective insurance
policies pursuant to subparagraphs (a) and (b) above cannot be obtained, and
thereafter to furnish the other with a Certificate of Insurance or copy of such
policies showing the naming of the other as an additional insured, as aforesaid.
Each of Sublandlord and Subtenant hereby also agrees to notify the other
promptly, but no later than thirty (30) days after such party becomes aware, of
any cancellation or change of the terms of any such policy which would affect
such clauses or naming. All such policies which name both Sublandlord and
Subtenant as additional insureds shall, to the extent obtainable,


                                       27
<PAGE>

contain agreements by the insurers to the effect that no act or omission of any
additional insured will invalidate the policy as to the other additional
insureds.

            Section 9.04 Subtenant shall maintain at its own cost and expense
primary and non-contributory insurance with a company or companies reasonably
acceptable to Sublandlord and licensed to do business or authorized in New York
state, insuring Subtenant as follows:

                  (a) Primary and Non-Contributory Commercial General Liability
Insurance covering the Leaseback Space on an occurrence basis against all claims
for personal injury, bodily injury, death and property damage, including
contractual liability covering the indemnification provisions in this Sublease
and owner's protective liability insurance. Such insurance shall be for limits
not less than a combined single limit of Thirty Million Dollars ($30,000,000).
Such policy shall name Sublandlord and any ground lessor, Overlandlord, managing
agent or mortgagee of the Building in which the Leaseback Space are a part as
additional insureds;

                  (b) Employers' Liability Insurance with a minimum limit of One
Million Dollars ($1,000,000) and Workers' Compensation insurance in statutory
limits;

                  (c) "All Risks" Property Insurance in an amount adequate to
cover the full replacement cost of all Subtenant's property with a commercially
reasonable deductible;

                  (d) In the event a motor vehicle is to be used by Subtenant in
connection with its business operation from the Leaseback Space, Comprehensive
Automobile Liability Insurance coverage with limits of not less than Three
Million Dollars ($3,000,000) combined single limit coverage against bodily
injury liability and property damage liability arising out of the use by or on
behalf of Subtenant, its agents and employees in connection with this Sublease,
of any owned, non-owned or hired motor vehicles. This policy shall name
Sublandlord and any ground lessor, Overlandlord, managing agent or mortgagee of
the Building as additional insureds;

                  (e) Host liquor liability insurance; and

                  (f) When reasonably required by Sublandlord, such other
insurance against other insurable hazards and in such amounts as may from time
to time be commonly and customarily insured by subtenants against in First-Class
Office Buildings in New York City.

            Section 9.05 All policies shall provide, inter alia, (i) that same
may not be cancelled or terminated without at least thirty (30) days' written
notice to Sublandlord and such additional insureds (when applicable) by the
insurance company issuing such policy and (ii) that no such act or omission to
act of Subtenant shall invalidate such insurance as to Sublandlord and such
additional insureds.

            Section 9.06 Subtenant shall, on or before the Sublease Commencement
Date, furnish Sublandlord with Certificates of Insurance or copies of insurance
policies showing that all insurance required by this Article is being maintained
as required herein. Subtenant's Certificates of Insurance (except for those
evidencing Worker's compensation coverage) shall name Sublandlord, and, to the
extent identified in writing to Subtenant, its managing agent as additional
insureds. Upon renewal of any such insurance that expires before the expiration
of this Sublease, Sublandlord shall be provided with renewal Certificates of
Insurance or binders or copies of policies not less than ten


                                       28
<PAGE>

(10) days prior to such expiration, together with evidence of the payment of the
premiums thereon. Receipt of each Certificate of Insurance or other
documentation of insurance or copies of policies by Sublandlord or by any of its
representatives which indicate less coverage than required herein will not
constitute a waiver of Subtenant's obligation to fulfill said insurance
requirements.

            Section 9.07 Sublandlord shall maintain in respect of the Building
at all times the Required Insurance set forth in Section 7.1 of the Overlease.

      Upon Subtenant's reasonable request, Sublandlord shall deliver to
Subtenant certificates of the foregoing insurance. Sublandlord's commercial
general liability policy shall name Subtenant as an additional insured as its
interest may appear.

      Any insurance required by the terms of this Sublease to be carried by
Sublandlord may be under a blanket policy (or policies) covering other
properties of Sublandlord and/or Sublandlord's Affiliates, provided that (i)
Subtenant shall, to the extent of any commercial general liability coverage, be
named as an additional insured as its interest may appear, (ii) the Building is
expressly listed (by address) as a covered property, (iii) the amount of
coverage allocated to the Building shall be expressly listed, and shall not be
less than the amounts otherwise required hereunder, and (iv) such blanket policy
shall not diminish the obligations of Sublandlord so that the proceeds from such
blanket policy shall be an amount no less than the amount of the proceeds that
would be available if Sublandlord obtained the required insurance under policies
separately insuring the risks which this Sublease requires Sublandlord to
insure.

            Section 9.08 Each of Sublandlord and Subtenant shall be responsible
for its own deductibles and self-insurance retention and such costs shall not be
the responsibility or liability of the other party.

            Section 9.09 Should Subtenant engage a contractor or consultant to
do work in or on any portion of the Building, Subtenant shall require such
parties to obtain (and name Sublandlord as an additional insured on) such
insurance policies as would customarily be required for such parties doing work
in a First-Class Office Building. Upon Sublandlord's request, Subtenant shall
deliver to Sublandlord certificates of the foregoing insurance.

            Section 9.10 Subtenant shall not do or suffer or permit anything to
be done on its behalf in or about the Leaseback Space or the Building which
would (i) cause insurance companies of good standing to refuse to insure the
Building in amounts reasonably satisfactory to Sublandlord, (ii) result in the
cancellation of any policy of insurance or the assertion of any defense by the
insurer to any claim under any policy of insurance maintained by or for the
benefit of Sublandlord, or (iii) violate any Insurance Requirement of which
Subtenant has been given notice.

            Section 9.11 If Subtenant shall fail to furnish or maintain the
insurance coverages required to be obtained and maintained by Subtenant pursuant
to, and as required by, this Article 9 and to furnish evidence reasonably
satisfactory to Sublandlord that such insurance coverages have been obtained and
are, at all times throughout the Sublease Term, in full force and effect,
Sublandlord shall have the right (but not the obligation) to obtain and maintain
such insurance coverages on behalf of Subtenant and Subtenant hereby covenants
and agrees to (i) furnish Sublandlord with all necessary information required by
Sublandlord to obtain and maintain such


                                       29
<PAGE>

insurance coverages and (ii) to pay the premiums therefor upon Sublandlord's
demand for such payment.

            Section 9.12 Any type of insurance or any increases in the limits of
liability described in this Article 9 that Subtenant obtains for its own
protection or as otherwise required by statute shall be at Subtenant's sole cost
and expense.

            Section 9.13 All insurance required to be carried by Subtenant
herein shall be evidenced by valid and enforceable policies issued by and
distributed among insurers permitted under Section 7.3 of the Overlease.
Notwithstanding the immediately preceding sentence, any insurance required by
the terms of this Sublease to be carried by Subtenant may be under a blanket
policy (or policies) covering other properties of Subtenant and/or Subtenant's
Affiliates, provided that Sublandlord and all other additional insureds required
to be named by Subtenant pursuant to this Article are named in such policy as
additional insureds. A certificate of each such policy shall be delivered to
Sublandlord concurrently with the execution and delivery hereof.

                                   ARTICLE 10

                                     ACCESS

            Section 10.01 Subtenant shall permit Sublandlord to erect, use and
maintain pipes, ducts, fans, wires and conduits in and through the Leaseback
Space, provided the same are installed adjacent to or concealed behind, beneath
or within partitioning, columns, floors, walls and ceilings of the Leaseback
Space or otherwise completely furred at points immediately adjacent to any of
the foregoing and provided further that the installation and maintenance of the
same do not (i) materially adversely affect Subtenant's Systems, (ii) materially
adversely affect the use of the Leaseback Space for Subtenant's business
purposes, or (iii) reduce the useable area of the Leaseback Space by a material
amount (it being agreed that Subtenant shall be entitled to a rent reduction.
calculated on per square foot basis, for any reduction in the usable area of the
Leaseback Space above a de minimis amount as a result of the foregoing) and
Sublandlord shall have used reasonable efforts to first install the same in
portions of the Building (such as shaftways) reserved by Sublandlord for use in
common. Sublandlord and persons authorized by Sublandlord shall have a right to
enter and/or pass through the Leaseback Space, at all necessary times, to make,
and have the right to make, such repairs, alterations, additions and
improvements in or to the Leaseback Space, the Building and the facilities and
equipment in either or both as Sublandlord is required to make under this
Sublease or the Overlease, provided that such repairs, alterations, additions or
improvements shall be performed during such hours and in such manner so as not
to unreasonably cause material interference with the conduct of Subtenant's
business. Sublandlord shall be allowed to take all material into and upon the
Leaseback Space that may be required for the repairs or alterations above
mentioned as the same is required for such purpose, provided that the presence,
nature or location of such material shall not unreasonably interfere with the
conduct of Subtenant's business, without the same constituting eviction of
Subtenant in whole or in part, and the Rent reserved shall in no wise abate,
except as otherwise provided in this Sublease, while said repairs or alterations
are being made. Sublandlord shall have no liability by reason of loss or
interruption of the business of Subtenant or annoyance or inconvenience to
Subtenant because of the prosecution of any such work, provided Sublandlord
diligently proceeds therewith and complies with the provisions of this Article
10. Sublandlord shall exercise reasonable diligence so as not to


                                       30
<PAGE>

unreasonably cause interference with the conduct of Subtenant's business and
shall take reasonable care to safeguard the Leaseback Space and Subtenant's
property and shall repair any damage caused by Sublandlord, its contractors and
employees, but nothing contained in this Article 10 shall require Sublandlord to
expend or incur any charges or costs for overtime labor or pay any premiums
other than on the basis provided in Section 7.04 of this Sublease.

            Section 10.02 Notwithstanding the foregoing, any entry into the
Leaseback Space pursuant to this Article 10 shall be subject to the following
conditions:

                  (a) Sublandlord shall, except in case of emergency, provide
Subtenant with not less than one Business Day's prior notice of any such entry;

                  (b) any damage to the Leaseback Space resulting from
Sublandlord's exercise of the foregoing rights shall be repaired promptly by
Sublandlord, at Sublandlord's expense; and

                  (c) if Subtenant shall not be present when for any reason
entry into the Leaseback Space shall be necessary or permissible, Sublandlord or
Sublandlord's agents may enter any portion of the same, other than areas
previously designated in a written notice to Sublandlord by Subtenant as
"security areas" where securities, negotiable instruments or currency are kept
by Subtenant. Neither Sublandlord nor Sublandlord's agents shall enter such
"security areas" except in the case of an emergency unless accompanied by
Subtenant.

                                   ARTICLE 11

                              RULES AND REGULATIONS

            Section 11.01 Subtenant, and those claiming by, through or under
Subtenant, and the servants, employees and agents of each of the foregoing,
shall observe faithfully and comply with the Rules and Regulations set forth in
Schedule E attached hereto and made part hereof and such reasonable changes
thereto (whether by modification, elimination or addition) as Sublandlord at any
time or times hereafter may make and communicate to Subtenant, which, in
Sublandlord's reasonable judgment, shall be necessary for the reputation,
safety, care and appearance of the Building, or the preservation of good order
therein, or the operation or maintenance of the Building, and which do not
unreasonably affect the conduct in the Leaseback Space of the business of
Subtenant or Subtenant's Affiliates; provided that (i) Sublandlord gives
Subtenant prior written notice of such changes and (ii) such new rules and
regulations or changes in existing rules and regulations do not require
expenditures by Subtenant by more than a non-material amount and do not require
expenditures for alterations other than in non-material amounts, not
contemplated by the terms of the Sublease (such rules and regulations as changed
from time to time being herein called "Rules and Regulations"). In case of any
conflict or inconsistency between the provisions of the Sublease and any of the
Rules and Regulations, the provisions of the Sublease shall control.

            Section 11.02 Sublandlord shall (a) not enforce against Subtenant
any Rules or Regulations which Sublandlord is not then generally enforcing
against all other occupants of the Building and observing itself, (b) not
unreasonably withhold or delay its consent from Subtenant for


                                       31
<PAGE>

any approval or consent required under the Rules and Regulations; and (c)
exercise its judgment in good faith in any instance providing for the exercise
of its judgment in the Rules and Regulations.

                                   ARTICLE 12

                              INABILITY TO PERFORM

            Section 12.01 If by reason of an Unavoidable Delay, either party
shall be unable to fulfill its obligations under this Sublease during the Term,
this Sublease and any obligation hereunder, including the obligation to pay
Rent or make any other monetary payment, shall in no wise be affected, impaired
or excused (except as provided in Section 12.02 below); provided however, that
as soon as the relevant party shall learn of the happening of any of the
foregoing conditions, such party shall promptly notify the other of such event
and, if ascertainable, its estimated duration and will proceed promptly and
diligently with the fulfillment of its obligations as soon as reasonably
possible.

            Section 12.02 The foregoing provisions of this Section 12.01
notwithstanding, if for any reason whatsoever, including the matters described
in Article 4 of this Sublease, Sublandlord shall fail to provide any service
required to be provided by Sublandlord to Subtenant under this Sublease or if
Sublandlord shall fail to perform any repair and maintenance and if, as a result
of Sublandlord's failure to provide all or any of said services, the Leaseback
Space is rendered Wholly Untenantable or Partially Untenantable (as such terms
are hereinafter defined) for more than five (5) consecutive Business Days after
written notice of the existence of which condition has been given by Subtenant
to Sublandlord or any six (6) Business Days in a ten (10) day period, Subtenant,
as its sole right and remedy, shall be entitled to an abatement of Minimum Rent
and Additional Rent (relating to Operating Expenses and Taxes) (on a per square
foot basis) for each day after said five (5) day period or the seventh (7th) day
in any ten (10) day period until the Leaseback Space or the applicable portion
thereof cease to be Wholly Untenantable or Partially Untenantable, as the case
may be. For the purposes of this Article 12, "Wholly Untenantable" shall mean
that Subtenant, due to the cessation of one or more of the services required to
be provided by Sublandlord is actually unable to use the entire Leaseback Space
in the normal course of its business and that Subtenant, due to the cessation of
such services required to be provided by Sublandlord hereunder, completely
ceases to occupy the same for the conduct of its business, and "Partially
Untenantable" shall mean that Subtenant, due to the cessation of one or more of
the services required to be provided by Sublandlord hereunder, is actually
unable to use a portion of the Leaseback Space in the normal course of its
business and that Subtenant, due to the cessation of such services, ceases to
occupy the same for the conduct of its business.

                                   ARTICLE 13

                             ASSIGNMENT; SUBLETTING

            Section 13.01 Subject to the terms below, Subtenant shall have the
right without obtaining the consent or approval of Sublandlord to assign or
mortgage this Sublease or to sublease or grant a license or occupancy agreement
for all or any part of the Long-Term Leaseback Space. Except as specifically
provided below with respect to the portion of the Long-Term Leaseback


                                       32
<PAGE>

Space located on the 11th floor of the South Building and/or the second (2nd)
floor of the Tower (collectively or individually, the "Recapture Space"),
Sublandlord shall not have any recapture rights or splitting of profits' rights
with respect to the Long-Term Leaseback Space. If the entire 11th floor of the
South Building shall be subleased, such sublease shall automatically include
within the subleased premises the entire 11th floor setback. If only a portion
of such 11th floor is subleased, such sublease shall not include any part of the
11th floor setback.

            Section 13.02 With respect to the Interim Leaseback Space, Subtenant
shall not sublease all or any part of the Interim Leaseback Space (provided that
occupancy by Subtenant's successors in interest by merger, consolidation or sale
of substantially all of the assets or stock ("Subtenant's Successors") or to
Subtenant's Affiliates shall not be deemed or construed to be a sublease).

            Section 13.03 Subtenant agrees that it shall not sublease the
Recapture Space or any portion thereof unless it has first complied with the
terms of Section 13.04 and 13.05. Possession or occupancy of any portion of the
Recapture Space by one or more of Subtenant's Affiliates and/or Subtenant's
Successor (whether or not pursuant to a written agreement) shall not be deemed
or construed to be a sublease of the Recapture Space hereunder and Subtenant
shall be permitted to allow, without having to comply with the provisions of
Sections 13.04 through 13.10 hereof, Subtenant's Affiliates and/or Subtenant's
Successor to occupy the Recapture Space. Notwithstanding the foregoing, in the
case of possession or occupancy of any portion of the Recapture Space by
Subtenant's Affiliates, any subsequent transaction whereby such occupant shall
cease to be an Affiliate shall be subject to the provisions of clauses (a) and
(b) of Section 13.05 hereof, but shall not be subject to the provisions of
Section 13.04 hereof (provided that such subsequent transaction shall be done
for a good business purpose and not primarily for the purpose of circumventing
compliance with Section 13.04). The Subtenant originally named herein (i.e.,
Metropolitan Life Insurance Company) and any Subtenant's Successor shall be
permitted to allow, subject to the terms and conditions of the Sublease (but
without having to comply with the provisions of Sections 13.03, 13.04 and 13.05
hereof), Subtenant's "Business Associates" as hereinafter defined, to occupy
portions of the Recapture Space on a temporary basis from time to time (it being
agreed that the term "temporary" as used in this Section 13.03 shall mean the
duration of the ongoing business or professional relationship), provided that
the space occupied by Subtenant's Business Associates shall not be separately
demised from the Leaseback Space. "Business Associates" shall mean professional
and business entities with whom the named Subtenant shall have an on-going
professional or business relationship. Any subtenant of the Subtenant originally
named herein shall also be permitted to allow its Business Associates to occupy
up to fifteen (15%) percent of its sublet space, from time to time on a
temporary basis provided that the space occupied by such Business Associates
shall not be separately demised from such subtenant's demised space.

            Section 13.04 (a) Prior to Subtenant's subleasing the Recapture
Space or any portion thereof, Subtenant must first present Sublandlord with a
written offer ("Recapture Offer Notice") to sublease such space to Sublandlord
for occupancy by Sublandlord or Sublandlord's Affiliates, as additional space to
be included within the Demised Premises under the Overlease. The Recapture Offer
Notice shall set forth: (i) the area proposed to be sublet, in the case of a
proposed subletting of a portion of the Recapture Space, and (ii) the term of
the proposed subletting (the "Proposed Sublet Term") and the date the area to be
sublet is intended to be vacated by Subtenant,


                                       33
<PAGE>

which date shall not be less than sixty (60) days after the date Sublandlord
receives such Recapture Offer Notice. Sublandlord shall have a period of sixty
(60) days after its receipt of said Recapture Offer Notice within which to
accept or reject the offer. If Sublandlord shall fail to respond to Subtenant's
Recapture Notice within such sixty (60) day period, then Subtenant shall have
the right to give to Sublandlord a second notice (a "Second Recapture Notice"),
and if Sublandlord shall fail to respond to such Second Recapture Notice within
ten (10) Business Days after Sublandlord's receipt thereof, then Sublandlord
shall be deemed to have rejected such offer, provided and on condition that the
Second Recapture Notice shall state in bold uppercase letters on the first page
thereof "SUBLANDLORD SHALL BE DEEMED TO HAVE REJECTED THE RECAPTURE RIGHT
DESCRIBED IN THIS NOTICE IF SUBLANDLORD FAILS TO RESPOND WITHIN TEN (10)
BUSINESS DAYS AFTER THIS NOTICE SHALL HAVE BEEN GIVEN TO SUBLANDLORD." If
Sublandlord shall accept such offer, Subtenant and Sublandlord shall execute and
deliver an amendment to the Overlease to add such portion of the Recapture Space
within the Demised Premises, which amendment shall provide that the term of such
subletting shall commence on the later of the following dates (the "Proposed
Sublease Commencement Date"): (x) the date specified in the Recapture Offer
Notice and (y) the date which is sixty (60) days after the date of delivery of
the Recapture Offer Notice to Sublandlord, and shall be for the term specified
in the Recapture Offer Notice and for the rents and on the terms and conditions
set forth in Sections 13.04 (b) or (c) hereof in the event Sublandlord does not
acquire all of the space on the 11th floor or the 2nd floor, as the case may be,
Sublandlord (at Subtenant's sole cost and expense) will do all the work
necessary to physically separate the portion of the Recapture Space on such
floor (so added to the Demised Premises under the Overlease) from the portion of
the floor so retained by Subtenant, which work shall include, without
limitation, the erection of a demising wall between the portion of the Recapture
Space so surrendered to Sublandlord and the balance of the Recapture Space on
such floor retained by Subtenant. In addition, in the event the portion of the
Recapture Space so surrendered to Sublandlord does not have direct access to a
public corridor in the Building or to an elevator bank serving such surrendered
portion, Subtenant, shall, and will at all times, provide and permit reasonably
appropriate means of ingress to and egress from and access across and through
the balance of the Recapture Space retained by Subtenant, provide and permit
appropriate use of the elevators serving such surrendered portion, including
access across lobby and corridor areas.

                  (b) If Sublandlord shall accept the offer set forth in Section
13.04(a) hereof to add such space to the Demised Premises under the Overlease in
the case of a proposed subletting of all or any portion of the Recapture Space
for the remainder the Sublease Term (less one day), this Sublease shall
terminate with respect only to the Recapture Space, or portion thereof in
question, as of the Proposed Sublease Commencement Date and for the remainder of
the Sublease Term and the Minimum Rent and Additional Rent payable hereunder
shall be apportioned as of such termination date, and Subtenant's Proportionate
Share (or Subtenant's Amenities Proportionate Share, if applicable) shall be
appropriately adjusted, and such space shall be included as part of the Demised
Premises under the Overlease on all the terms and conditions of the Overlease,
including without limitation the payment of Minimum Rent and Additional Rent. At
the request of either party, Sublandlord and Subtenant shall execute and deliver
an instrument or instruments in form reasonably satisfactory to the other,
setting forth any modifications to this Sublease and to the Overlease,
contemplated in or resulting from the operation of the provisions of the
foregoing clause; however, neither Sublandlord's nor Subtenant's failure to
execute or deliver any such instruments shall vitiate the effect of the
provisions of such foregoing clause.


                                       34
<PAGE>

                  (c) If Sublandlord shall accept the offer set forth in Section
13.04(a) hereof to add such space to the Demised Premises under the Overlease in
the case of a proposed subletting of all or any portion of the Recapture Space
for less than the remainder of the Sublease Term (less one day), this Sublease
shall temporarily terminate with respect only to the Recapture Space, or the
portion thereof in question as of the Proposed Sublease Commencement Date and
for the remainder of the Proposed Sublet Term, and, during the Proposed Sublet
Term: (I) the Minimum Rent and Additional Rent payable hereunder shall be
apportioned as of such termination date, (II) Subtenant's Proportionate Share
(or Subtenant's Amenities Proportionate Share, if applicable) shall be
appropriately adjusted, and (III) such space shall be included as part of the
Demised Premises under the Overlease on all the terms and conditions of the
Overlease, including without limitation the payment of Minimum Rent and
Additional Rent. At the request of either party, Sublandlord and Subtenant shall
execute and deliver an instrument or instruments in form reasonably satisfactory
to the other, setting forth any modifications to this Sublease and to the
Overlease, contemplated in or resulting from the operation of the provisions of
the foregoing clause; however, neither Sublandlord's nor Subtenant's failure to
execute or deliver any such instruments shall vitiate the effect of the
provisions of such foregoing clause. Upon the expiration of the Proposed
Sublease Term, Sublandlord shall deliver such space back to the Subtenant in
good order and condition with all Specialty Alterations installed by Sublandlord
therein having been removed to the extent required to be removed under the
Overlease and such space shall once again become part of the Leaseback Space
upon all the terms and conditions of this Sublease including without limitation
that Subtenant shall pay Minimum Rent and Additional Rent with respect to such
space under this Sublease. At the request of either party, Sublandlord and
Subtenant shall execute and deliver an instrument or instruments in form
reasonably satisfactory to the other setting forth any modifications to this
Sublease resulting from the operation of the provisions of this paragraph (c);
however, neither Sublandlord's nor Subtenant's failure to execute or deliver any
such instruments shall vitiate the effect of the provisions of this paragraph
(c).

            Section 13.05 (a) Notwithstanding anything to the contrary in the
foregoing, if Sublandlord shall reject (or shall be deemed to reject) the offer
set forth in Section 13.04(a) hereof to add the Recapture Space or any portion
thereof to the Demised Premises under the Overlease and Subtenant shall
thereafter sublease the Recapture Space (or any portion thereof) and the rent
payable under such sublease exceeds the rent payable under this Sublease on a
prorated basis (determined on a per square foot basis), Subtenant shall pay to
Sublandlord (as and when received by Subtenant, and as Additional Rent) fifty
(50%) percent of the Profit, as such term is hereinafter defined. Subtenant
shall deliver to Sublandlord a duplicate original of the sublease no later than
ten (10) Business Days after the effective date of the sublease. Payments of
Profit hereunder by Subtenant to Sublandlord shall not be deemed to be part of
"Total Income" of Sublandlord allocable to such Recapture Space for purposes of
calculating "Profit" pursuant to Section 14.4 of the Overlease.

                  (b) The term "Profit" shall mean the excess, if any, of (i)
the rentals actually received by Subtenant under any sublease of the Recapture
Space (it being understood that the rentals actually received under any sublease
shall include sums paid for the sale or rental of Subtenant's fixtures,
leasehold improvements, equipment, furniture or other personal property, less,
(A) in the case of the sale thereof, the then net unamortized or undepreciated
cost thereof determined on the basis of Subtenant's federal income tax returns,
and (B) in the case of the rental thereof, the then net unamortized cost
thereof, amortized over the useful life of such item(s), and any other
consideration actually received by Subtenant under such sublease (other than
payments in the nature


                                       35
<PAGE>

of reimbursements for amounts payable to third parties such as indemnity
payments) (the "Total Income")), over (ii) the sum (the "Total Cost") of (x) all
Minimum Rent and Additional Rent paid by Subtenant to Sublandlord hereunder,
each of the foregoing as prorated on a rentable square foot basis to the portion
of Recapture Space so sublet, and (y) "Subtenant's Transaction Costs", as
hereinafter defined, and (z) any "Carryover Credit", as hereinafter defined. The
term "Subtenant's Transaction Costs" shall mean and include all actual
reasonable costs and expenses incurred by Subtenant consistent with the then
market requirements in effectuating the subletting, including, without being
limited to, reasonable marketing expenses, real estate transfer taxes, sales
taxes and taxes of like import imposed in connection with the transaction,
brokerage commissions, attorney's fees and disbursements, remodeling and
redecorating costs, rent paid during any free-rent periods and takeover costs
and expenses. In computing Profits, the Total Income, as and when received by
Subtenant, shall first be offset against Subtenant's Transaction Costs, as and
when incurred or paid by Subtenant on the basis hereinafter provided, until
Subtenant has recovered Subtenant's Total Transaction Costs. The Total Income,
as and when received, less such Total Cost as may be paid or incurred by
Subtenant on the basis herein provided shall constitute Profit. If at any time a
prior sublease shall have resulted in a net loss to Subtenant with respect to
such sublease (i.e., the total of the items included in clauses (x) and (y) of
this Section 13.05(b) paid for the duration of such sublease exceeds the Total
Income received under the terms thereof), such net loss, to the extent
theretofore incurred (a "Carryover Credit"), shall be carried over and applied
to other then existing or succeeding transactions, it being understood that in
no event shall Sublandlord ever be required to refund or credit to Subtenant any
sums previously paid or determined to be owing to Sublandlord for prior
determinations of Profit in respect of earlier subleases. There shall be no
duplication of offsets against Total Income. Notwithstanding the foregoing to
the contrary, Subtenant shall not be obligated to pay any Profit to Sublandlord
which shall be received by Subtenant as amounts paid to Subtenant as Landlord
under the Overlease.

                  (c) If Subtenant shall not consummate a subletting of the
Recapture Space or the portion thereof in question, as the case may be, as shall
have been specified in the Recapture Offer Notice within twelve (12) months
following Sublandlord's rejection (or deemed rejection), in the case of a
subletting of 200,000 rentable square feet of the Long-Term Leaseback Space or
less, or within eighteen (18) months after such waiver (or deemed waiver) in the
case of an assignment of this Sublease or a subletting of more than 200,000
rentable square feet, Subtenant shall not have the right to consummate the
subletting of the Recapture Space, as the case may be, without again complying
with all of the provisions of Section 13.04 hereof.

            Section 13.06 Nothing in this Article 13 shall be deemed or
construed to release Subtenant from liability after a subletting (other than a
subletting to Sublandlord, but then only to the extent of the area so subleased
to Sublandlord and only for the application period and any holdover by
Sublandlord) or, an assignment, it being understood and agreed that Subtenant
shall and will remain fully liable for payment of the Minimum Rent and
Additional Rent due and to become due hereunder and for the performance of all
the covenants, agreements, terms, provisions and conditions contained in this
Sublease on the part of Subtenant to be performed, and all acts and omissions of
any assignee, licensee or sublessee or anyone claiming under or through any
assignee or sublessee (other than through Sublandlord) which shall be in
violation of any of the obligations of this sublease shall be deemed to be a
violation by Subtenant.


                                       36
<PAGE>

            Section 13.07 No subletting or assignment will release Subtenant
from any of its obligations under this Sublease. In the event of an assignment
or other transfer (other than a sublease), the assignee or transferee shall be
deemed to have assumed all of Subtenant's obligations under this Sublease
accruing from and after the date hereof and shall be jointly and severally
liable with Subtenant for all of the obligations of the Subtenant under this
Sublease. If this Sublease shall be assigned or if the Long-Term Leaseback Space
shall be sublet or occupied by anyone other than Subtenant, whether or not in
violation of the provisions of this Sublease, then Sublandlord may collect from
the assignee or transferee or, after a Default shall have occurred and be
continuing, from the subtenant, and Subtenant hereby authorizes and directs such
party to pay to Sublandlord, all Rent, Additional Rent and other charges payable
pursuant to such instrument, with the net amount so collected applied to the
Minimum Rent, Additional Rent and other charges payable under this Sublease, but
no such acceptance of Rent by Sublandlord from any person other than Subtenant
will be deemed a waiver by Sublandlord of any provision of this Article 13 or an
acceptance by Sublandlord of the assignee, transferee or subtenant as a
Subtenant, or a release of Subtenant from the further performance of the
covenants and agreements to be performed by Subtenant under this Sublease.

            Section 13.08 Anything to the contrary contained herein
notwithstanding, if there is a dispute between Sublandlord and Subtenant as to
the right of Sublandlord to recapture the Recapture Space, Sublandlord and
Subtenant agree to diligently proceed in good faith to have such dispute
resolved by arbitration in the City of New York in accordance with the rules of
The American Arbitration Association (or its successor) by an arbitrator
selected by The American Arbitration Association (or its successor). Such
arbitrator shall be an attorney with at least 10 years experience in Manhattan
office leasing for First-Class Office Buildings. The costs and expenses of
arbitration shall be shared equally by Sublandlord and Subtenant, but each party
shall be responsible for its own costs and expenses and the fees and expenses of
its own witnesses and counsel. In rendering his decision, the arbitrator shall
have no power to vary, modify or amend any provision of this Sublease. A
determination made by arbitration pursuant to this paragraph shall be final and
binding upon the parties. The arbitrator shall be required to furnish written
arbitral findings to each of the parties hereto.

            Section 13.09 If this Sublease is assigned to any person or entity
pursuant to the provisions of the Bankruptcy Code, any and all monies or other
consideration payable or otherwise to be delivered in connection with such
assignment shall be paid or delivered to Sublandlord, shall be and remain the
exclusive property of Sublandlord and shall not constitute property of Subtenant
or of the estate of Subtenant within the meaning of the Bankruptcy Code. Any and
all monies or other consideration constituting Sublandlord's property under the
preceding sentence not paid or delivered to Sublandlord shall be held in trust
for the benefit of Sublandlord and shall be promptly paid to or turned over to
Sublandlord.

                  (a) Any person or entity to which this Sublease is assigned
pursuant to the provisions of the Bankruptcy Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this
Sublease on and after the date of such assignment. Any such assignee shall
execute and deliver to Sublandlord upon demand an instrument confirming such
assumption. No assignment of this Sublease shall relieve Subtenant of its
obligations hereunder and, subsequent to any assignment, Subtenant's liability
hereunder shall continue notwithstanding any


                                       37
<PAGE>

subsequent modification or amendment hereof or the release of any subsequent
Subtenant hereunder from any liability, to all of which Subtenant hereby
consents in advance.

                  (b) If Subtenant assumes this Sublease and proposes to assign
the same pursuant to the provisions of the Bankruptcy Code to any person or
entity who shall have made a bona fide offer to accept an assignment of this
Sublease on terms acceptable to Subtenant, then notice of such proposed
assignment shall be given to Sublandlord by Subtenant no later than twenty (20)
days after receipt by Subtenant, but in any event no later than ten (10) days
prior to the date that Subtenant shall make application to a court of competent
jurisdiction for authority and approval to enter into such assignment and
assumption. Such notice shall set forth (a) the name and address of such person
or entity, (b) all of the terms and conditions of such offer, and (c) adequate
assurance of future performance by such person or entity under the Sublease as
set forth in Section 13.09(c) below, including, without limitation, the
assurance referred to in Section 365(b)(3) of the Bankruptcy Code. Sublandlord
shall have the prior right and option, to be exercised by notice to Subtenant
given at any time prior to the effective date of such proposed assignment, to
accept an assignment of this Sublease upon the same terms and conditions and for
the same consideration, if any, as the bona fide offer made by such person or
entity, less any brokerage commissions which would otherwise be payable by
Subtenant out of the consideration to be paid by such person or entity in
connection with the assignment of this Sublease.

                  (c) The term "adequate assurance of future performance" as
used in this Sublease shall mean that any proposed assignee shall, among other
things, (i) deposit with Sublandlord on the assumption of this Sublease the sum
of the then Minimum Rent as security for the faithful performance and observance
by such assignee of the terms and obligations of this Sublease, which sum shall
be held as security by Sublandlord, (ii) furnish Sublandlord with financial
statements of such assignee for the prior three (3) fiscal years, as finally
determined after an audit and certified as correct by a certified public
accountant, which financial statements shall show a net worth of at least six
(6) times the then Minimum Rent for each of such three (3) years, (c) grant to
Sublandlord a security interest in such property of the proposed assignee as
Sublandlord shall deem necessary to secure such assignee's future performance
under this Sublease, and (d) provide such other information or take such action
as Sublandlord, in its reasonable judgment shall determine is necessary to
provide adequate assurance of the performance by such assignee of its
obligations under the Sublease.

            Section 13.10 If, at any time after the originally named Subtenant
herein may have assigned Subtenant's interest in this Sublease, this Sublease
shall be disaffirmed or rejected in any proceeding of the types described in
Section 17.02(b), or in any similar proceeding, or in the event of termination
of this Sublease by reason of any such proceeding or by reason of lapse of time
following notice of termination given pursuant to Article 17 based upon any of
the events of default set forth in such Section 17.02(b), any prior Subtenant,
including, without limitation, the originally named Subtenant, upon request of
Sublandlord given within thirty (30) days next following any such disaffirmance,
rejection or termination (and actual notice thereof to Sublandlord in the event
of a disaffirmance or rejection or in the event of termination other than by act
of Sublandlord), shall (1) pay to Sublandlord all Minimum Rent, Additional Rent
and other items due and owing by the assignee to Sublandlord under this Sublease
to and including the date of such disaffirmance, rejection or termination, and
(2) as "Subtenant", enter into a new sublease with Sublandlord of the Leaseback
Space for a term commencing on the effective date of such disaffirmance,
rejection or


                                       38
<PAGE>

termination and ending on the date set forth in this Sublease for the expiration
of the term hereof, unless sooner terminated as in such sublease provided, at
the same Minimum Rent and Additional Rent and upon the then executory terms,
covenants and conditions as are contained in this Sublease, except that (a)
Subtenant's rights under the new sublease shall be subject to the possessory
rights of the assignee under this Sublease and the possessory rights of any
person claiming through or under such assignee or by virtue of any statute or of
any order of any court, (b) such new sublease shall require all defaults
existing under this Sublease to be cured by Subtenant with due diligence, and
(c) such new sublease shall require Subtenant to pay all escalated rent reserved
in this Sublease which had this Sublease not been so disaffirmed, rejected or
terminated, would have accrued under the provisions hereof after the date of
such disaffirmance, rejection or termination with respect to any period prior
thereto. If any such prior subtenant shall default in its obligation to enter
into said new sublease for a period often (10) days next following Sublandlord's
request therefor, then, in addition to all other rights and remedies by reason
of such default, either at law or in equity, Sublandlord shall have the same
rights and remedies against such subtenant as if such subtenant had entered into
such new sublease and such new sublease had thereafter been terminated as of the
sublease commencement date thereof by reason of such subtenant's default
thereunder.

            Section 13.11 With respect to any sublease of the Leaseback Space or
any part thereof (a) which demises at least Twenty-Five Thousand (25,000)
rentable square feet, (b) the term of which is for at least ten (10) years or
for remainder of the Term, less one day, if less than 10 years then remains in
the Term; (c) the rent and additional rent on account of escalations payable on
a rentable square foot basis thereunder with respect to the sublet space shall
be no less than the rent and additional rent on account of escalations payable
on a rentable square foot basis (or, if such rent is less, the subtenant shall
agree to pay same at the rate payable hereunder applicable on a pro-rata basis);
(d) the subtenant under which is, in Sublandlord's reasonable judgment,
financially sound and capable of performing its obligations thereunder, and
Subtenant shall have delivered to Sublandlord evidence reasonably satisfactory
to Sublandlord of such financial status; (e) which shall entitle the subtenant
to services (HVAC, elevators, cleaning, etc.) no more burdensome to provide than
the services provided under typical leases for comparable space in First-Class
Office Buildings as of the date of such sublease; and (f) which provides that,
after termination of this Sublease and attornment by the subtenant to
Sublandlord, the subtenant shall not, without the prior written consent of
Sublandlord, sublease all or any part of the premises demised thereby or assign
the sublease, except in either case, to a wholly-owned subsidiary of, or an
entity wholly owning, the subtenant, or to a successor of the subtenant, by
merger, sale of assets or consolidation, provided that the net worth of such
successor subtenant, calculated in accordance with generally accepted accounting
principles, without regard to good will, shall be at least equal to the net
worth of subtenant, as so calculated, ninety (90) days prior to the succession
transaction, and evidence of such net worth (in the form of current financial
statements certified by a "Big Five" firm of certified public accountants or
current registration statements or reports filed with the Securities and
Exchange Commission) shall have been delivered to Sublandlord, Sublandlord
shall, upon Subtenant's request, enter into an agreement in substantially the
form attached hereto as Schedule F (a "Subtenant Non-Disturbance Agreement")
with such subtenant. Any dispute as to whether any sublease complies with the
provisions of this Section 13.11 shall be resolved by arbitration in accordance
with Section 14.13 of the Overlease hereof, provided, however, that the form of
the Subtenant Non-Disturbance Agreement shall not be subject to arbitration. If
the result of such arbitration shall be adverse to Sublandlord, Sublandlord
shall not be liable for damages but Sublandlord shall then execute a Subtenant
Non-Disturbance Agreement. If Subtenant shall make any request under this
Section


                                       39
<PAGE>

13.11, it shall reimburse Sublandlord for Sublandlord's reasonable
out-of-pocket expenses (including attorneys' fees and disbursements, credit
investigation fees and the fees and disbursements of other professionals)
incurred by Sublandlord in order to determine if the sublease complies with
clauses (a) through (d) above, but not the costs of any such arbitration.
Notwithstanding anything in this Section 13.11, in no event shall the granting
of a Subtenant Non-Disturbance Agreement by Sublandlord to any subtenant be
deemed to create any privity of estate between Sublandlord and such subtenant
prior to the date of any such attornment.

                                   ARTICLE 14

                          ALTERATIONS AND INSTALLATIONS

            Section 14.01 (a) Except as may otherwise be expressly provided in
this Article 14, Subtenant shall be allowed to make any alterations,
installations, additions or improvements (collectively, the "Alterations") in or
to (i) the Interim Leaseback Space without Sublandlord's prior written consent;
provided that any such Alterations (x) do not reduce the usable square footage
of such Interim Leaseback Space and will not require any Alterations to be made
to comply with Legal Requirements within the Interim Leaseback Space, and (y)
are not Specialty Alterations (unless Subtenant agrees to remove such Specialty
Alterations prior to the Space Delivery Date of such Interim Leaseback Space);
and (ii) the Long-Term Leaseback Space without Sublandlord's prior written
consent. Subtenant shall not make, without Sublandlord's consent, any
Alterations to the 12th Floor, the South Building lobby or the South Building
Concourse levels B-l and B-2. Notwithstanding anything to the contrary in the
immediately preceding sentences, Subtenant (as Overlandlord) shall be allowed to
perform the Rehabilitation Work in the Building in accordance with the terms of
the Overlease. If an Alteration is a "Material Alteration" (as defined below),
Subtenant shall not be allowed to make such Material Alteration without
Sublandlord's prior written consent, which consent by Sublandlord shall not be
unreasonably withheld, conditioned or delayed. If Subtenant disputes the
reasonableness of Sublandlord's withholding of consent to any Material
Alteration or to the Subtenant's Plans therefor, such dispute will be resolved
by arbitration in accordance with Article 21 of the Overlease and the
determination of the arbitrators shall be final and conclusive upon the parties
hereto. Alterations which may unreasonably interfere with the use and enjoyment
by other occupants of the Building of such occupant's space (such as, for
example, core drilling) shall be done at times other than during Business Hours.

                  (b) Prior to making any Material Alterations, Subtenant shall
submit to Sublandlord complete plans and specifications ("Subtenant's Plans")
for such proposed Material Alterations. Notwithstanding the foregoing, Subtenant
shall not be required to submit Subtenant's Plans (i) for which no plans are
required to be filed with the New York City Buildings Department (or any other
governmental body), and (ii) with respect to which the preparation of such plans
is not customary in accordance with good construction practice, but in such
event, Subtenant shall, at least five (5) days in advance of Subtenant's
commencing any Alterations, nevertheless notify Sublandlord of such Alterations,
which notification shall include a description, in reasonable detail, of the
proposed alteration.

                  (c) Alterations are "Material Alterations" if either such
Alterations or the construction thereof:


                                       40
<PAGE>

                        (i) will affect the structural integrity of the Building
                  or any of its exterior walls, roof, supporting beams, columns,
                  floor slabs or foundations; or

                        (ii) will affect the outside appearance of the Building
                  or be visible from the ground anywhere outside the Building
                  (excluding Subtenant's signage, which shall not be deemed to
                  be a Material Alteration); or

                        (iii) will (y) affect the Building Systems other than
                  the distribution portions of those systems located within the
                  Leaseback Space and exclusively serving, and which effect is
                  confined to, the Leaseback Space (for the consequences of
                  which effect obtain on the Leaseback Space Sublandlord shall
                  have no responsibility hereunder) or (z) increase
                  Sublandlord's costs of providing Building services (unless
                  Subtenant expressly agrees in writing to reimburse Sublandlord
                  for such increases in costs on such basis as shall be
                  reasonably acceptable to Sublandlord and Subtenant, in which
                  case such Alteration shall not be deemed a Material
                  Alteration); or

                        (iv) will result in a change to, or revocation,
                  suspension or loss of, the certificate of occupancy or any
                  other permit or license for operating and using any portion of
                  the Building, unless only Subtenant's occupancy would be
                  affected thereby, in which event such Alterations shall not be
                  deemed as falling within the definition of the term Material
                  Alterations solely by virtue of such effect and Subtenant
                  shall obtain, at Subtenant's sole cost and expense, said
                  certificate of occupancy or permits upon completion of the
                  Alterations;

                        (v) will involve or alter the use of the Building's fire
                  exits and stairwells for ingress and egress to the Leaseback
                  Space; or

                        (vi) will involve plumbing over the Sublandlord's
                  approximately 25,000 square foot data center unless (A) such
                  plumbing is already in existence or (B) Subtenant agrees to
                  pay for the cost of waterproofing or other protective measures
                  to prevent the possibility of water penetration into the data
                  center.

                  (d) Within fifteen (15) Business Days after Subtenant submits
Subtenant's Plans to Sublandlord, Sublandlord shall notify Subtenant whether or
not Sublandlord consents to such Material Alterations. Any withholding of
Sublandlord's consent shall include a written explanation of the grounds
therefor in reasonable detail which specifically references the specific aspects
of Subtenant's Plans which are unacceptable. Successive submissions of
Subtenant's Plans may be made by Subtenant to Sublandlord based upon a
disapproval of a prior submission or Subtenant's desire to change Subtenant's
Plans which have been previously approved by Sublandlord, which changes would
require Sublandlord's reapproval in accordance herewith. The foregoing mechanism
for submission, objection and approval of Subtenant's Plans shall apply to each
submission and each resubmission of Subtenant's Plans (and any changes thereto
requiring Sublandlord's reapproval) with respect to any Material Alterations. If
Sublandlord shall approve


                                       41
<PAGE>

elements of Subtenant's Plans that can, in accordance with good engineering and
construction practice, be constructed independent of any portion of Subtenant's
Plans that were not approved by Sublandlord and which may be completed without
any adverse affect to the items referred to in clauses (i) through (iii) of
Section 14.01(c) of this Sublease and do not involve the use of the items
referred to in clause (iv) of said Section 14.01(c), Subtenant shall, subject to
the terms, conditions and provisions of this Article 14, have the right, at its
sole risk, cost and expense, to construct those elements so approved by
Sublandlord. If Sublandlord fails to furnish Subtenant with such written
explanation within fifteen (15) Business Day's period, Subtenant may, at its
option, serve Sublandlord with a notice in accordance with Article 24 of the
Overlease, which notice to be effective must make specific reference to this
Section 14.0 1(c) and set forth in bold upper case type that "SUBLANDLORD'S
FAILURE TO RESPOND TO SUBTENANT'S PRIOR SUBMISSION OF SUBTENANT'S PLANS WITHIN
FIFTEEN (15) BUSINESS DAYS OF SUBLANDLORD'S RECEIPT OF THE NOTICE SHALL BE
DEEMED AN APPROVAL OF THE PROPOSED MATERIAL ALTERATIONS", and if Sublandlord
does not furnish Subtenant with its disapproval or withholding of consent with
an explanation of the grounds therefor in reasonable detail which specifically
references the specific aspects of Subtenant's Plans which are unacceptable
within fifteen (15) Business Days after Sublandlord's receipt of the notice,
Subtenant's Plans shall be deemed approved. Pending Sublandlord's consent (or
deemed consent) to Material Alterations, Subtenant shall not commence all or any
portion of the work for such Material Alterations. Any Alteration shall be
performed in a manner that reasonably minimizes any interference with or
inconvenience to Sublandlord and/or other subtenants of the Building and shall
be completed with the Plans and Specifications approved by Sublandlord to the
extent required. Upon completion of any Material Alteration for which
Subtenant's Plans were required to be submitted to Sublandlord pursuant to this
Section 14.01(b), Subtenant shall deliver to Sublandlord three (3) complete
sets (mylar and computer digitized in AutoCADD Version 12, or the then current
digitized system used by Sublandlord, provided such then current system is then
generally accepted in the real estate industry in New York City) of final
as-built plans (or as-built plans or final construction plans with field notes
marked) for such Material Alteration. In addition, if Subtenant is not otherwise
required to deliver such as-built plans but has actually prepared plans showing
as-built conditions, Subtenant shall deliver the same to Sublandlord promptly
upon completion thereof.

            Section 14.02 (a) All Alterations shall at all times comply with all
Legal Requirements and Insurance Requirements. Subtenant, at its expense, shall
(i) obtain all necessary municipal and other governmental permits, licenses,
authorizations, approvals and certificates for the commencement and prosecution
of such Alterations and for final approval thereof upon completion, (ii) obtain
all insurance certificates with respect to insurance, if any, which Subtenant is
required to carry during performance of work leading to, and through, the
completion of the Alterations and (iii) deliver three (3) copies of such
insurance certificates to Sublandlord prior to commencing the construction of
the Alterations in question. If Subtenant's execution alone would not be
sufficient to obtain the following, Sublandlord shall promptly execute and
deliver (or cause to be executed and delivered), all factually correct and
lawful applications and consents required by Legal Requirements and/or Insurance
Requirements to be filed in order to enable Subtenant to obtain the permits,
authorizations, licenses, approvals and certificates referred to in clause (i)
of this paragraph (a) of Section 14.02, and will otherwise reasonably cooperate,
with Subtenant and take actions reasonably requested by Subtenant in order to
obtain the same, provided Sublandlord thereby incurs no expense which is not
reimbursed by Subtenant and no liability related to the Alterations proposed by
Subtenant or the documents requested by Subtenant to be executed by Sublandlord,


                                       42
<PAGE>

unless in each event Subtenant has agreed to indemnify Sublandlord in respect
thereof to Sublandlord's reasonable satisfaction.

                  (b) All work leading to, and through, the completion of all
Alterations shall be performed so as not to unreasonably interfere with the
occupancy of Sublandlord (or any other occupant or tenant) or materially delay
Sublandlord in the construction, maintenance, cleaning, repair, safety,
management, security or operation of the Building or the Building's systems. If
any additional out-of-pocket expenses shall be incurred or paid for by
Sublandlord as a direct result of Subtenant's performance under this Article 14,
Subtenant shall pay such additional out-of-pocket expenses to Sublandlord within
thirty (30) days after demand.

                  (c) Throughout the making of all Alterations, Subtenant, at
its expense, shall carry or cause to be carried the insurance coverages required
to be carried pursuant to Article 9 of this Sublease. Subtenant shall furnish
Sublandlord with satisfactory evidence that such insurance is in effect before
the commencement of such Alterations and, on request, at reasonable intervals
thereafter.

                  (d) Subtenant, at its expense, shall promptly procure the
cancellation or discharge of all notices of violations of Legal Requirements
arising from or related to Alterations, but nothing contained herein or
elsewhere in this Sublease shall be, or be deemed to be, an acquiescence or
consent by Sublandlord to the existence or continuation of any such violation or
relieve or release Subtenant from its obligations under this Article.

                  (e) Subtenant shall promptly pay the cost of such Alterations
to the extent due and payable to the contractors and suppliers performing the
same, but the failure to do so shall not be a default under the Sublease. Notice
is hereby given that neither Sublandlord, Sublandlord's agents, or any other
party claiming by, through or under Sublandlord or Sublandlord's agents shall be
liable for any labor or materials furnished or to be furnished to Subtenant upon
credit, and that no mechanics' or other lien for such labor or materials shall
attach to or affect any estate or interest of Sublandlord.

                  (f) Subtenant shall have the right, either directly or
indirectly, to employ or permit the employment of any contractor, mechanic,
supplier, vendor, materialman or laborer in the Leaseback Space so long as the
employment or use of such contractor, mechanic, supplier, vendor, materialman or
laborer would not violate Sublandlord's union contracts or Sublandlord's
contractors' (or their subcontractors') union contracts affecting the Building,
or create any jurisdictional dispute with other contractors, mechanics,
suppliers, vendors, materialmen or laborers engaged by Sublandlord or the agents
of Sublandlord, it being understood and agreed that it shall be deemed
reasonable for Sublandlord to rely on the written advice of its counsel in the
determination of any of the foregoing. Subject to Subtenant furnishing
Sublandlord with a reasonably acceptable confidentiality agreement, a copy of
such advice will be forwarded to Subtenant promptly following Subtenant's
written request therefor.

                  (g) Sublandlord's review of, approval of, or consent to,
Subtenant's Plans shall not be deemed to be an agreement, warranty or
representation by Sublandlord that the contemplated Material Alterations are fit
for their intended use or comply with any Legal Requirements or Insurance
Requirements or the certificate of occupancy for the Building nor shall


                                       43
<PAGE>

same be deemed a waiver by Sublandlord of compliance by Subtenant with any of
the terms, provisions, covenants, conditions and agreements of this Sublease, or
a warranty or representation as to the adequacy, correctness or efficiency
thereof.

                  (h) Subtenant shall pay to Sublandlord within thirty (30) days
after demand, as Additional Rent, Sublandlord's reasonable out-of-pocket costs
and expenses (including the fees of any architect or engineer employed or
retained by Sublandlord for such purpose, but excluding any "in-house" charge or
attribution of overhead or supervision costs for services rendered or provided
by Sublandlord's employees in connection with the same) for reviewing
Subtenant's Plans for Material Alterations.

            Section 14.03 Subtenant acknowledges that it understands that
Sublandlord shall have the right to adopt and thereafter modify, from time to
time, reasonable general tenant guidelines for the Building covering
construction, maintenance, repair or other work. Subtenant agrees that all
repairs, renovations, alterations, installations, additions and Alterations and
other activities within the scope of the general tenant guidelines for the
Building (including, without limitation, fire protection, life safety, plumbing,
HVAC, mechanical, electrical and communications systems) effected by or on
behalf of Subtenant in the Leaseback Space shall be conducted in accordance with
and pursuant to the aforesaid tenant guidelines (as same may be reasonably
amended by Sublandlord from time to time), as well as any applicable
governmental requirements and regulations. Subtenant agrees that it is its
responsibility to ensure that Subtenant and those working for Subtenant comply
with the aforesaid tenant guidelines as well as any other applicable
governmental requirements and regulations. Sublandlord shall (a) not enforce
against Subtenant any of the general tenant guidelines which Sublandlord is not
then enforcing against all the other occupants of the Building and observing
itself, (b) not unreasonably withhold or delay its consent from Subtenant for
any approval required under the general tenant guidelines; and (c) exercise its
judgment in good faith in any instance providing for the exercise of its
judgment in the general tenant guidelines. In the case of any conflict or
inconsistency between the provisions of this Sublease and any of the general
tenant guidelines, the provisions of this Sublease shall control. If Subtenant
disputes the reasonableness of any additional rule or regulation hereafter
adopted by Sublandlord, the dispute shall be determined by arbitration in
accordance with Article 21 of the Overlease and, to the extent and for the
duration that Subtenant disputes the same, Subtenant shall not be deemed to be
in default under this Sublease as a result of a failure to comply with the same,
unless the failure to comply with the same shall result in a violation of Legal
Requirements, Insurance Requirements, or any mortgage or ground lease to which
the Sublease is subordinate. Any such determination shall be final and
conclusive upon the parties hereto. The right to dispute the reasonableness of
any additional rule or regulation upon Subtenant's part shall be deemed waived
unless the same shall be asserted by service of a notice upon Sublandlord within
thirty (30) days after receipt by Subtenant of notice of the adoption of any
such additional rule or regulation.

            Section 14.04 Notwithstanding anything to the contrary contained in
this Article 14, Subtenant agrees that prior to commencing any Alterations
Subtenant will first comply with the terms and provisions set forth in Section
9.6 of the Overlease.


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<PAGE>

                                   ARTICLE 15

                        DESTRUCTION--FIRE OR OTHER CAUSE

            Section 15.01 If the Building shall be partially damaged or
destroyed, or if the Leaseback Space shall be partially damaged or destroyed, by
fire, casualty or other cause, then whether or not the damage or destruction
shall have resulted from the fault or neglect of Subtenant, or its servants,
employees, agents, visitors or licensees (and if this Sublease shall not have
been cancelled as in this Article hereinafter provided), Sublandlord will
promptly and with due diligence and continuity repair the damage, and restore,
replace, and rebuild the Building and the Leaseback Space at its expense in
accordance with the provisions of the Overlease, after notice to it of the
damage or destruction; provided, however, that Sublandlord shall not be required
to repair or replace any of Subtenant's personal property, which repairs or
replacements to Subtenant's personal property shall be made by Subtenant, at its
own expense and subject to the provisions of this Sublease. If the Leaseback
Space shall be partially damaged or partially destroyed, the Minimum Rent and
Additional Rent payable hereunder shall be proportionately abated (on a per
square foot basis) to the extent that the Leaseback Space shall have been
rendered untenantable or unfit for the conduct of Subtenant's business in
substantially the manner in which such business was being conducted immediately
prior to such casualty, and if Subtenant does not occupy such damaged or
destroyed part of the Leaseback Space for the conduct of business, for the
period from the date of such damage or destruction (the "Damage Date") to the
date that the damage shall be repaired or restored. If the Leaseback Space or a
major part thereof shall be totally, or substantially totally, damaged or
destroyed or rendered completely, or substantially completely, untenantable or
unfit for the conduct of Subtenant's business in substantially the manner in
which such business was being conducted immediately prior to such fire, casualty
or other cause then the Minimum Rent and Additional Rent shall completely abate
as of the Damage Date until Sublandlord shall repair, restore, replace and
rebuild the Leaseback Space as provided in the first sentence of this Section
15.01; provided, however, that, should Subtenant reoccupy a portion of the
Leaseback Space for the purpose of conducting business during the period the
restoration work is taking place pursuant to this Section 15.01 and prior to the
date when the same is made completely tenantable, Minimum Rent and Additional
Rent shall be apportioned and be payable by Subtenant in proportion to the part
of the Leaseback Space occupied by it.

            Section 15.02 Within sixty (60) days after total or substantially
total damage or destruction to the Leaseback Space or a major part thereof,
Sublandlord shall deliver to Subtenant a statement prepared by a reputable
contractor or architect setting forth such party's estimate of the time required
to repair such damage. If the estimated period exceeds thirty-six (36) months
from the Damage Date, Subtenant may elect to terminate this Sublease by notice
to Sublandlord not later than sixty (60) days following receipt of such
statement. Such architect's estimate shall not assume the use by Sublandlord of
any overtime labor unless Sublandlord agrees to employ same. If Subtenant shall
reasonably dispute whether the restoration may or may not be completed by
Sublandlord within thirty-six (36) months from the date of the casualty, the
determination of whether the restoration may or may not be completed within said
period of thirty-six (36) months shall be determined by the Appropriate
Construction Manager, and the sixty (60) day period for giving of a notice of
termination shall commence upon the receipt by Sublandlord and Subtenant of such
Appropriate Construction Manager's estimate of such rebuilding time. In any case
of total or substantially total damage or destruction to the Leaseback Space or
a major part thereof, Subtenant


                                       45
<PAGE>

shall have the right to terminate this Sublease if Sublandlord shall not have
completed the repair or restoration thereof within thirty-six (36) months after
the Damage Date unless the estimated period for such repair and restoration was
calculated to exceed thirty-six (36) months in accordance with the foregoing
provisions of this Section 15.02, and Subtenant shall not have exercised its
termination right.

            Section 15.03 In case the Leaseback Space shall be substantially
damaged or destroyed by fire or other cause at any time during the last two (2)
years of the then term of this Sublease, then either Sublandlord or Subtenant
may cancel this Sublease and the term hereby granted upon written notice to the
other party hereto given within sixty (60) days after such damage or
destruction; provided, that neither Sublandlord nor Subtenant shall have the
right to cancel this Sublease if, prior to the Damage Date or within sixty (60)
days after the Damage Date: (I) Subtenant shall have delivered, or shall
deliver, to Sublandlord notice (a "Subtenant Extension Notice") of its
irrevocable election to extend this Sublease pursuant to Section 19.01 hereof,
and (II) Sublandlord, as Tenant under the Overlease, shall have delivered, or
shall deliver, to Overlandlord, notice (a "Sublandlord Extension Notice") of
its irrevocable election to extend the Overlease pursuant to Article 29 of the
Overlease. If both the Subtenant and Sublandlord Extension Notices shall have
been duly given, then neither Sublandlord nor Subtenant may elect to terminate
this Sublease with respect to any portions of the Leaseback Space which is the
subject of such extension, other than on the basis set forth in Section 15.02 of
this Sublease. Notwithstanding the foregoing, if (a) only Subtenant shall have
duly given a Subtenant Extension Notice, but Sublandlord shall not have given a
Sublandlord Extension Notice, and (b) Sublandlord shall have timely delivered to
Subtenant a notice to terminate this Sublease pursuant to the provisions of
Section 15.03, then Sublandlord shall have the right to terminate this Sublease
in accordance with such termination notice, provided and on condition that
within ten (10) Business Days after the later of Sublandlord's receipt of the
Extension Notice or Sublandlord's giving of the termination notice, Sublandlord,
as Tenant under the Overlease, shall deliver to Subtenant, as Overlandlord, a
notice irrevocably waiving all of Sublandlord's rights to extend the term of the
Overlease pursuant to Article 29 of the Overlease. Notwithstanding the
foregoing, in the event Subtenant elects to make the repairs to the Leaseback
Space, this Sublease shall continue (subject to the rent abatements provided
herein) and Sublandlord shall pay to Subtenant the insurance proceeds from
Sublandlord's insurer plus the amount of any deductible.

            Section 15.04 Except to the extent expressly set forth in this
Article 1 5, neither Sublandlord nor Subtenant shall have any right to terminate
this Sublease in the event of fire or other casualty. Furthermore,
notwithstanding anything to the contrary in this Article 15, as long as MetLife
is the Subtenant and Credit Suisse First Boston (USA), Inc. (and its present and
future Affiliates and any successors thereto by merger, consolidation or
corporate reorganization or sale of substantially all of its assets ("CSFB")) is
the Sublandlord under this Sublease, MetLife agrees that it will not exercise
any termination right under this Article 15 (other than as provided in Section
15.03).

            Section 15.05 In the event of the termination of this Sublease
pursuant to the provisions of this Article, this Sublease shall expire as fully
and completely on the date fixed in such notice of termination as if that were
the date definitely fixed for the expiration of this Sublease, but the Minimum
Rent and Additional Rent shall be apportioned and shall be paid up to and
including


                                       46
<PAGE>

the Damage Date and any prepaid Minimum Rent or prepaid Additional Rent shall be
refunded to Subtenant.

            Section 15.06 No damages, compensation or claim shall be payable by
Sublandlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Leaseback Space or of the Building,
made in the manner required by this Article 15 hereof.

            Section 15.07 The provisions of this Article 15 shall be considered
an express agreement governing any case of damage or destruction of the Building
or the Leaseback Space by fire or other casualty, and Section 227 of the Real
Property Law of the State of New York and any other law of like import now or
hereafter in force providing for such contingency, shall have no application.

            Section 15.08 Subtenant shall, on an annual basis, report to
Sublandlord the replacement value of the Leaseback Space for purposes of
Sublandlord carrying the appropriate amount of insurance. If Subtenant fails to
report (for any year) any increased value in the Leaseback Space, Sublandlord
shall only be responsible to restore the Leaseback Space to the extent of the
insurance proceeds received by Sublandlord based on Subtenant's report to
Sublandlord of the replacement value of the Leaseback Space.

                                   ARTICLE 16

                                  CONDEMNATION

            Section 16.01 Total Taking. In the event of the Taking of the entire
Leaseback Space, this Sublease, the Sublease Term and the estate hereby granted
shall forthwith cease and terminate as of the date of vesting of title (the
"date of taking"), and the award in condemnation shall be divided and
distributed in accordance with the provisions of Article 16 of the Overlease.

            Section 16.02 Partial Taking.

                  (a) In the event that any part of the Leaseback Space shall be
so condemned or taken, then this Sublease shall be and remain unaffected by such
condemnation or taking, except that the Minimum Rent and Additional Rent
allocable to the part so taken shall be apportioned (on a per square foot basis)
as of the date of taking, provided, however, that (a) Subtenant may elect to
cancel this Sublease (i) in the event the area of the Leaseback Space remaining
following the condemnation or taking shall not be sufficient, in the reasonable
judgment of Subtenant, to enable Subtenant to continue the operation of its
business therein in substantially the manner in which such business was being
conducted immediately prior to such taking, or (ii) if such taking materially
adversely impairs the means of access to the Leaseback Space or the entrances or
lobby of the Tower or Building. Upon such partial taking and this Sublease
continuing in force as to any part of the Leaseback Space not so taken, the
Minimum Rent and Additional Rent shall be adjusted proportionately. If as a
result of the partial taking (and this Sublease continuing in force as to the
part of the Leaseback Space not so taken) such part is damaged, Sublandlord
agrees to promptly restore the damaged portion remaining after the taking, to
the condition existing immediately prior to the taking.


                                       47
<PAGE>

                  (b) In the event of a Taking which does not result in a
termination of this Sublease pursuant to this Section 16.02, this Sublease shall
terminate and expire with respect only to the portion of the Leaseback Space so
taken, on and as of the date of taking. In all other respects this Sublease
shall remain in full force and effect except that Subtenant shall be entitled,
after such date, to a reduction in the Minimum Rent and Additional Rent in the
proportion which the area of the Leaseback Space so taken bears to the total
area of the Leaseback Space at the time of such Taking.

                  (c) Nothing hereinabove provided shall (in the event the
Sublease is terminated as above provided) preclude Subtenant from appearing,
claiming, proving and receiving in the condemnation proceeding, Subtenant's
moving expenses, and the value of Subtenant's personal property. In the event
that Subtenant is not permitted to make a separate claim for such items in such
proceeding, Sublandlord shall prosecute all claims in such proceeding on behalf
of both Sublandlord and Subtenant, in which event Subtenant may, if it so elects
and at its expense, join with Sublandlord in such proceeding, retain co-counsel,
attend hearings, present arguments and generally participate in the conduct of
the proceeding; provided, however, that, if Sublandlord incurs any additional
expense because of Subtenant's exercising its fights under this sentence,
Subtenant will bear such additional expense.

                  (d) Sublandlord, at its sole cost and expense and whether or
not the proceeds shall be sufficient for the purpose, shall proceed, within
forty (40) days after such Taking, with diligence and continuity, to repair,
alter (including any necessary demolition and reconstruction) and restore the
remaining part of the Leaseback Space to substantially their former condition,
so as to constitute a complete structure suitable for the purposes the Leaseback
Space are being used for as of the date hereof. All repairs, alterations,
restorations or demolition conducted by Sublandlord as a result of a partial
Taking, including temporary repairs for the protection of the Improvements or
other property pending the completion thereof, are referred to in this Article
as the "Partial Restoration."

                  (e) The conditions under which the Partial Restoration is to
be performed and the method of proceeding with and performing the same shall be
governed by all of the provisions of Article 9 of the Overlease; and the cost of
the Partial Restoration shall include the reasonable fees of the Construction
Manager.

            Section 16.03 Temporary Taking. In the event of a Taking of the
whole or any part of the Leaseback Space or of Subtenant's interest in this
Sublease for a temporary use or occupancy, the Sublease Term shall not be
reduced or affected in any way; provided, however, that the Rents allocable to
the period of such temporary taking shall be abated. Subtenant shall continue to
perform and observe all of the other terms of this Sublease (other than the
payment of Minimum Rent and Additional Rent) as though such temporary taking had
not occurred to the extent that such performance and observance is reasonably
practicable without possession of the Leaseback Space. Sublandlord shall be
entitled to the portion of the award or compensation for such temporary Taking
equal to the Rents payable hereunder during the period covered, and Subtenant
shall be entitled to the portion of the award or compensation for such temporary
Taking equal to the reasonable and actual expenses that Subtenant incurs in
connection with relocation to alternate space for the period of such temporary
Taking.


                                       48
<PAGE>

            Section 16.04 Arbitration. If the order or decree in any
condemnation or similar proceedings shall fail to determine the separate amounts
to be awarded to those who are entitled to such amounts hereunder, and if
Sublandlord and Subtenant do not agree thereon within thirty (30) days after the
final award or awards shall have been fixed and determined, such separate
amounts shall be determined by arbitration, but the arbitrators shall be bound
by the provisions of this Article 16 in the division of such award or awards.

            Section 16.05 Right to Appear. Sublandlord and Subtenant shall each
have the right, at their own expense, to appear in any condemnation proceeding
and to participate in any and all hearings, trials and appeals therein.

            Section 16.06 Notice. In the event Sublandlord or Subtenant shall
receive notice of any proposed or pending Taking affecting the Leaseback Space,
the party receiving such notice shall promptly notify the other party of the
receipt and contents thereof.

            Section 16.07 Termination. Notwithstanding anything to the contrary
contained in this Article 16, Subtenant agrees that as long as MetLife is the
Subtenant and CSFB is the Sublandlord under this Sublease, MetLife agrees that
it will not exercise any termination right under this Article 16.

                                   ARTICLE 17

             CONDITIONAL LIMITATIONS; SUBTENANT'S DEFAULTS; REMEDIES

            Section 17.01 Each of the following shall constitute a "Default" by
Subtenant under this Sublease:

                  (a) If (i) Subtenant fails to pay any item of Additional Rent
on the due date and such failure continues for fifteen (15) days after notice
from Sublandlord to Subtenant of the failure to pay the same or (ii) Subtenant
fails to pay any installment of Minimum Rent within five (5) days after notice
from Sublandlord to Subtenant of the failure to pay the same (a "Monetary
Default");

                  (b) (i) If Subtenant shall commence or institute any case,
proceeding or other action (x) seeking relief on its behalf as debtor, or to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (y) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property;

                        (ii) If Subtenant shall make a general assignment for
                  the benefit of creditors;

                        (iii) If any case, proceeding or other action shall be
                  commenced or instituted against Subtenant (x) seeking to have
                  an order for relief entered against it as debtor or to
                  adjudicate it a bankrupt or insolvent, or seeking
                  reorganization, arrangement, adjustment, winding-up,
                  liquidation,


                                       49
<PAGE>

                  dissolution, composition or other relief with respect to it or
                  its debts under any existing or future law of any
                  jurisdiction, domestic or foreign. relating to bankruptcy,
                  insolvency, reorganization or relief of debtors, or (y)
                  seeking appointment of a receiver, trustee. custodian or other
                  similar official for it or for all or any substantial part of
                  its property, which in either of such cases (A) results in any
                  such entry of an order for relief, adjudication of bankruptcy
                  or insolvency or such an appointment or the issuance or entry
                  of any other order having a similar effect or (B) remains
                  undismissed for a period of sixty (60) days;

                        (iv) If any case, proceeding or other action shall be
                  commenced or instituted against Subtenant seeking issuance of
                  a warrant of attachment, execution, distraint or similar
                  process against all or substantially all of its property or
                  against its interest in this Sublease which results in the
                  entry of an order for any such relief which shall not have
                  been vacated, discharged, or stayed or bonded pending appeal
                  within sixty (60) days from the entry thereof;

                        (v) If a trustee, receiver or other custodian is
                  appointed for all or substantially all of the assets of
                  Subtenant or against Subtenant's interest in this Sublease,
                  which appointment is not vacated or stayed within seven (7)
                  Business Days; or

                        (vi) If any execution or attachment shall be issued
                  against Subtenant or any of Subtenant's property whereupon the
                  Leaseback Space shall be taken or occupied by someone other
                  than Subtenant;

                  (c) If Subtenant shall default in the observance or
performance of any term, agreements, covenant, provision or condition of this
Sublease on Subtenant's part to be observed or performed (other than those
specified in clauses (a) or (b) of this Section 17.02), and if Subtenant shall
have failed to comply with or remedy any default specified in this clause (c)
within thirty (30) days after notice thereof from Sublandlord, or if the said
default or omission complained of shall be of a nature that the same cannot be
completely cured or remedied within thirty (30) day period, and if Subtenant
shall not have diligently commenced curing such default within such thirty (30)
day period, and if Subtenant shall not thereafter with reasonable diligence and
in good faith proceed to remedy or cure such default.

                  (d) If there shall be any material default by Subtenant under
the Shared Services Agreement and if Subtenant shall have failed to comply with
or remedy any such default within sixty (60) days after notice thereof from
Sublandlord, or if the said default or omission complained of shall be of a
nature that the same cannot be completely cured or remedied within said sixty
(60) day period, and if Subtenant shall not have diligently commenced curing
such default within such sixty (60) day period, and if Subtenant shall not
thereafter with reasonable diligence and in good faith proceed to remedy or cure
such default.

      In each such event set forth in clauses (a), (c) or (d) of this Section
17.01, Sublandlord may, at its option, serve a second written notice ("Second
Default Notice") upon Subtenant, which such


                                       50
<PAGE>

notice shall specifically refer to this Section 17.01 and shall state in bold,
uppercase type on the first page thereof FAILURE TO CURE THE DEFAULT DESCRIBED
HEREIN WITHIN TWO DAYS FROM THE DATE HEREOF IN THE CASE OF A MONETARY DEFAULT OR
FIVE DAYS FROM THE DATE HEREOF IN THE CASE OF A NON-MONETARY DEFAULT SHALL
RESULT IN A TERMINATION OF THE SUBLEASE AT ONE MADISON AVENUE.

            Section 17.02 In the case of (a) a Default described in Section
17.01(b), (b) a Default described in Section 17.01(a) which is not cured by
Subtenant within two (2) days from receipt of the Second Default Notice and/or
(c) a Default described in Section 17.01(c) or (d) which is not cured by
Subtenant within five (5) days from receipt of the Second Default Notice,
Sublandlord may, at its option, serve a written five (5) days' notice of
cancellation of this Sublease upon Subtenant, and upon the expiration of said
five (5) days, this Sublease and the term thereunder shall end and expire as
fully and completely as if the expiration of such five (5) day period were the
Expiration Date and Subtenant shall then quit and surrender the Leaseback
Premises to Sublandlord but Subtenant shall remain liable as hereinafter
provided.

            Section 17.03 If the five (5) day notice provided for in Section
17.02 hereof shall have been given, and the Sublease Term shall expire as
aforesaid, then, Sublandlord may re-enter the Leaseback Space and dispossess
Subtenant and the legal representative of Subtenant or other occupants of the
Leaseback Space by summary or other legal proceedings and remove their effects
and hold the Leaseback Space as if this Sublease had not been made.

            Section 17.04 Notwithstanding any expiration or termination prior to
the Sublease Expiration Date as set forth in Article 17, Subtenant's obligation
to pay Minimum Rent and Additional Rent under this Sublease shall continue to
cover all periods up to the Sublease Expiration Date.

            Section 17.05 Anything contained in this Article 17 to the contrary
notwithstanding, if any termination of this Sublease pursuant to this Article 17
shall be stayed by order of any court having jurisdiction over any proceeding
described in Section 17.01(b) hereof, or by federal or state statute, then,
following the expiration of any such stay, Subtenant or Subtenant, as
debtor-in-possession, shall fail to assume Subtenant's obligations under this
Sublease within the period prescribed therefor by law or within one hundred
twenty (120) days after entry of the order for relief or as may be allowed by
the court, or if said trustee, Subtenant or Subtenant as debtor-in-possession
shall fail to provide adequate protection of Sublandlord's right, title and
interest in and to the Leaseback Space or adequate assurance of the complete and
continuous future performance of Subtenant's obligations under this Sublease as
provided in Section 13.09(c), Sublandlord, to the extent permitted by law or by
leave of the court having jurisdiction over such proceeding, shall have the
right, at its election, to terminate this Sublease on five (5) days' notice to
Subtenant, Subtenant as debtor-in-possession or said trustee and upon the
expiration of said five (5) day period this Sublease shall cease and expire as
aforesaid and Subtenant, Subtenant as debtor-in-possession or said trustee shall
quit and surrender the Leaseback Space as aforesaid.

      If at any time, (i) Subtenant shall be comprised of two (2) or more
persons, or (ii) Subtenant's obligations under this Sublease shall have been
guaranteed by any person other than Subtenant, or (iii) Subtenant's interest in
this Sublease shall have been assigned, the word


                                       51
<PAGE>

"Subtenant", as used in Section 17.0 1(b), shall be deemed to mean any one or
more of the persons primarily or secondarily liable for Subtenant's obligations
under this Sublease. Any monies received by Sublandlord from or on behalf of
Subtenant during the pendency of any proceeding of the types referred to in
Section 17.01(b) shall be deemed paid as compensation for the use and
occupation of the Leaseback Space and the acceptance of any such compensation by
Sublandlord shall not be deemed an acceptance of rental or a waiver on the part
of Sublandlord of any rights under this Article 17.

            Section 17.06 In the event of any Default which shall result in a
termination of this Sublease or a re-entry and dispossession as set forth in
this Article 17, Sublandlord shall have the remedies set forth in Sections 18.1,
18.2, 18.3 and 18.4 of the Overlease.

                                   ARTICLE 18

                                    ELECTRIC

            Section 18.01 Submetered Electricity for Long-Term Leaseback Space.

                  (a) Sublandlord shall provide electric energy to the Long-Term
Leaseback Space in accordance with the provisions of this Article 18. Subtenant
shall pay to Sublandlord, in consideration of the furnishing of such electric
energy to the Long-Term Leaseback Space, during the Sublease Term, an amount
(the "Electricity Submeter Charge") equal to (x) the amount Sublandlord actually
pays to the utility company to provide electricity to the Long-Term Leaseback
Space, or the applicable portion thereof, including all applicable surcharges,
demand charges, time-of-day charges, energy charges, fuel adjustment charges,
rate adjustment charges, taxes and other sums payable in respect thereof based
on Subtenant's demand and/or consumption of electricity (and/or any other method
of quantifying Subtenant's use of or demand for electricity as set forth in the
utility company's tariff) as registered on a meter or submeter (to be installed
by Subtenant at Subtenant's cost and expense) for purposes of measuring such
demand, consumption and/or other method of quantifying Subtenant's use of, or
demand for, electricity (it being agreed that such meter or submeter shall
measure demand and consumption, and off-peak and on-peak use, in either case to
the extent such factors are relevant in making the determination of
Sublandlord's cost) plus (y) an amount equal to the out-of-pocket costs and
expenses incurred by Sublandlord in connection with reading such meters and
preparing the bills therefor. Subtenant, from time to time, shall have the right
to review Sublandlord's meter readings, and Sublandlord's calculation of the
Electricity Submeter Charge, at reasonable times and on reasonable prior notice,
by giving notice thereof to Sublandlord. Any disputes with respect to such
readings shall be resolved by arbitration in accordance with Article 21 of the
Overlease. If any such meters or submeter(s) shall not have been installed and
in working order in any portion of the Long-Term Leaseback Space on or before
the Sublease Commencement Date, then Subtenant shall pay to Sublandlord, for
electricity furnished to such portion of the Long-Term Leaseback Space during
the period commencing on the Sublease Commencement Date and ending on the date
on which said submeter(s) shall have been installed and be in good working
order, a monthly sum equal to the quotient obtained by dividing (x) the product
of the rentable area of such portion of the Long-Term Leaseback Space and $2.50
(as adjusted by CPI, as defined in Section 18.02), by (y) twelve (12). Said
charge shall be payable on the first day of every calendar month during the
applicable period, as Additional Rent, and shall be pro-rated with respect to
any partial month.


                                       52
<PAGE>

                  (b) Where more than one meter measures the electricity
supplied by Sublandlord to the Long-Term Leaseback Space, the electricity
rendered through each meter shall be aggregated and computed and billed in
accordance with the provisions hereinabove set forth. Bills for the Electricity
Submeter Charge shall be rendered to Subtenant at such time as Sublandlord may
elect, but no more frequently than monthly, and Subtenant shall pay the amount
shown thereon to Sublandlord within thirty (30) days after receipt of such bill.
All submeters shall be read by an electrical consultant retained by Sublandlord
or an energy management system in the Building installed by Sublandlord. Any
disputes with respect to such readings shall be resolved by arbitration in
accordance with Article 21 of the Overlease. Subtenant may install a totalizer
in connection with the submeters measuring Subtenant's electricity.

                  (c) Notwithstanding anything to the contrary in this Sublease
or the Overlease, in no event shall (i) the Electricity Submeter Charge reflect
any discount available through the New York City Public Utility Service or
Consolidated Edison due to the IDA benefits available to Sublandlord or (ii)
Sublandlord obtain the benefit of any discount available through the New York
City Public Utility Service or Consolidated Edison due to the IDA benefits
available to Subtenant.

            Section 18.02 Electric Charges for Interim Leaseback Space.
Subtenant shall pay to Sublandlord, as Additional Rent, with respect to the
Interim Leaseback Space, an annual charge for electricity furnished to the
Interim Leaseback Space (the "Interim Electric Charge") equal to the product
of (i) $2.50 per annum, as adjusted by CPI, as hereinafter defined, and (ii) the
number of rentable square feet contained in the Interim Leaseback Space from
time to time, which amount shall be payable in equal monthly installments in
advance on the first day of each calendar month during the Sublease Term
together with each monthly installment of Minimum Rent. As used in this Article,
"adjusted by CPI" shall mean that the amount in question shall be adjusted on
the first day of January, 2003 and each January 1 thereafter, by adding to
$2.50, an amount equal to the product of (i) $2.50 and (ii) the percentage of
increase, if any, in the Consumer Price Index for January 1 in question over the
Consumer Price Index for January 1, 2002. "Consumer Price Index" shall mean the
Consumer Price Index for all Urban Consumers published by the Bureau of Labor
Statistics of the United States Department of Labor, New York, New
York-Northeastern New Jersey Area (1982-84 = 100), or any successor index
thereto. In the event that the Consumer Price Index is converted to a different
standard reference base or otherwise shall be made with the use of such other
conversion factor, formula or table for converting the Consumer Price Index as
may be published by the Bureau of Labor Statistics or, if said Bureau shall not
publish the same, then with the use of other such conversion factor, formula or
table as may be published by Prentice-Hall, Inc., or any other nationally
recognized publisher of similar statistical information, provided that if there
shall be no successor index and the parties shall be unable to agree on a
substitute index within thirty (30) days, or if the parties shall fail to agree
on the appropriate adjustment of such successor or substitute index within
thirty (30) days, a substitute index or the appropriate adjustment of a
successor or substitute index, as the case may be, shall be determined by
arbitration pursuant to Article 21.

            Section 18.03 Use of Electricity. Subject to the provisions of this
Article 18, Sublandlord shall furnish a demand electric load to the electrical
closets servicing the Leaseback Space of six (6) watts per useable square foot
in the Leaseback Space (exclusive of base Building HVAC). Subtenant's use of
electricity in the Leaseback Space shall not at any time exceed the capacity of
any of the electrical conductors, machinery and equipment in or otherwise
servicing the


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<PAGE>

Leaseback Space. All additional risers or other equipment required to supply
Subtenant's electrical requirements (in excess of the electrical load specified
in this Section 18.03) shall be provided by Subtenant.

            Section 18.04 Interruption of Electric Service. Subject to the
provisions of Section 12.02 hereof, Sublandlord shall not be liable in any way
to Subtenant for any failure or defect in the supply or character of
electricity, steam or other utilities furnished to the Premises by reason of any
requirement, act or omission of the public utility serving the Building with
electricity or steam or for any other reason unless that same shall be
attributable to the negligence or willful misconduct of Sublandlord or its
agents, employees, contractors or representatives or anyone claiming under or
through Sublandlord.

                                   ARTICLE 19

                                 RENEWAL OPTIONS

            Section 19.01 Provided that

                  (a) the Sublease has not been earlier terminated (not
including the temporary termination allowed under Section 13.04(b)), and

                  (b) no Monetary Default (which the aggregate unpaid amount
equals or exceeds $50,000) or material non-monetary Default exists at the time
of the exercise of the within applicable option or at the commencement of the
applicable Extension Term, and

                  (c) Subtenant, as of the date that Subtenant exercises the
within applicable option and the commencement of the applicable Extension Term,
occupies at least seventy-five (75%) percent of the Renewal Option Space, as
hereinafter defined (it being agreed that for purposes of calculating the amount
of space occupied by Subtenant, there shall be included any space which
Subtenant would be occupying but for (x) the untenantability thereof, or (y) the
then actual performance therein of Alterations for Subtenant's own use),

then Subtenant shall have the right to extend the term of this Sublease with
respect to the Leaseback Space, or a portion thereof, as hereinafter set forth,
for three (3) successive extension periods of five (5) years each (hereinafter
referred to individually as an "Extension Term" and collectively as the
"Extension Terms"), the first of which periods (the "First Extension Term")
shall commence on the day following the last day of the initial Sublease Term
(provided the initial Sublease Term shall not have been theretofore terminated),
the second of which periods (the "Second Extension Term") shall commence on the
day following the last day of the First Extension Term (provided the First
Extension Term shall not have been theretofore terminated) and the third of
which periods (the "Third Extension Term") shall commence on the day following
the last day of the Second Extension Term (provided the Second Extension Term
shall not have been theretofore terminated). In connection with Tenant's
exercise of any of its options provided in this Section 19.01, Subtenant shall
have the right to extend the Sublease Term on all of the Leaseback Space as of
the exercise of the option in question or on less than all such space provided
that (a) as to such lesser space located in the Tower, same consists of entire
floors of contiguous office space in the Tower starting from the highest floor
of office space in the Tower demised to Subtenant as of Subtenant's exercise of
said


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<PAGE>

option, it being agreed that notwithstanding the foregoing, such lesser space
may, at Subtenant's election also include the portions of the South Building
11th floor and 10th floor set back and/or the portions of the Tower 2nd floor
then constituting the Long Term Leaseback Space, and/or the rentable square
footage in the Tower lobby and/or the portion of Tower concourse level B-2
initially demised hereunder, and (b) Subtenant specifies in its notice of the
exercise of the option in question the space on which it is exercising said
option (the "Renewal Option Space").

            Section 19.02 The options described in Section 19.01 hereof shall be
exercisable only in the following manner: Subtenant shall, no later than
thirty-six (36) months prior to the last day of the (i) initial Sublease Term,
in the case of the First Extension Term, (ii) the First Extension Term, in the
case of the Second Extension Term and (iii) the Second Extension Term, in the
case of the Third Extension Term, give to Sublandlord written notice (the
"Exercise Notice"), pursuant to and in accordance with the terms of Article 26
hereof, of Subtenant's election to extend this Sublease on the covenant terms,
provisions, agreements and conditions as hereinafter provided in this Article.
In the event of the failure of Subtenant to give the Exercise Notice in
accordance herewith with respect to any of Subtenant's options hereunder,
Sublandlord shall give Subtenant a notice thereof (the "Reminder Notice")
advising Subtenant that Subtenant is required to exercise its option with
respect to the Extension Term in question by giving notice to Sublandlord within
thirty (30) days from the giving of the Reminder Notice. If Subtenant shall fail
to give the Exercise Notice within the 30-day period after the giving of the
Reminder Notice, Subtenant's right to extend shall be conclusively deemed to
have been waived and the Sublease Term shall not be extended beyond the
established Sublease Expiration Date provided for under this Sublease. At the
request of either party following the exercise of an appropriate option to
extend, both parties agree to execute a confirmatory agreement confirming the
extension and the newly extended Sublease Expiration Date and, if application,
the Renewal Option Space however, neither Sublandlord's nor Subtenant's failure
to execute or deliver any such instruments shall vitiate the effect of the
provisions of this Article 19.

            Each of the Extension Terms shall be on the same covenants, terms,
provisions and conditions as the initial Sublease Term (other than Section 1.03
hereof) except that (i) there shall be no right to renew this Sublease (a)
beyond the Second Extension Term and Third Extension Term in the case of the
First Extension Term, (b) beyond the Third Extension Term in the case of the
Second Extension Term or (c) in the Third Extension Term and (ii) the Minimum
Rent, prorated on a rentable square foot basis, for the applicable Extension
Term shall be an amount equal to the Minimum Rent, prorated on a rentable square
foot basis, payable by Sublandlord, as tenant under the Overlease, during the
applicable Extension Period pursuant to Article 29 of the Overlease.

            Section 19.03 In the event Subtenant exercises an option described
in Section 19.01 above and Sublandlord fails to exercise its option for the
related Extension Term (as provided in Article 29 of the Overlease), then the
Subtenant's option to renew shall be null and void.

                                   ARTICLE 20

                        SUBLANDLORD'S FAILURE TO PERFORM

            Section 20.01 In the event Sublandlord shall default in the
performance of any obligation of Sublandlord under this Sublease to perform any
service to or make any repair or


                                       55
<PAGE>

alteration in the Leaseback Space and such default shall continue for a period
in excess of thirty (30) days following the giving of written notice by
Subtenant to Sublandlord (or, (A) if such default is of a nature that it cannot
reasonably be cured within such 30-day period, if Sublandlord shall fail to
commence the cure within such 30-day period and thereafter diligently pursue
such cure to completion or (B) if such default is of an emergency nature, then
such thirty (30) day period shall be reduced to a reasonable period given the
circumstances of the default) and if such default shall impair Subtenant's
ability to use the Leaseback Space for the conduct of its business, then, to the
extent that such default can be cured by the performance of work entirely within
the Leaseback Space, Subtenant may perform such work on Sublandlord's behalf and
at Sublandlord's sole cost and expense. Any such work performed by Subtenant
shall be performed in accordance with and subject to all of the terms, covenants
and conditions of this Sublease except that Sublandlord's consent to such work
and the plans and specifications for such work shall not be required.
Sublandlord shall reimburse Subtenant, within thirty (30) days after delivery of
an invoice, for Subtenant's costs and expenses plus interest at the Interest
Rate charged from the date the costs and expenses were incurred by Subtenant
until the date paid in full. In the event Sublandlord fails to reimburse
Subtenant for Subtenant's costs and expenses, within such thirty-day period,
Subtenant shall be entitled to offset the amount owed by Sublandlord against the
next installment(s) of Rent.

                                   ARTICLE 21

                               HAZARDOUS MATERIAL

            Section 21.01 Obligation and Indemnity. Subtenant shall (a) not
cause or permit any Hazardous Material to be brought upon, kept or used in or
about the Leaseback Space by Subtenant, its subtenants agents, employees,
contractors or invitees, unless such Hazardous Material is necessary for the
normal conduct of Subtenant's business and will be used, kept, stored and
disposed of in a manner that complies with all Legal Requirements and the
requirements of any insurance company insuring the Leaseback Space regulating
any such Hazardous Material so brought upon or used or kept in or about the
Leaseback Space during the Sublease Term. Subtenant hereby covenants that (i)
the Hazardous Material will be used, kept, stored and disposed of in a manner
that complies with all Legal Requirements regulating the use, storage and
disposal of Hazardous Material and (ii) Subtenant shall discontinue such use and
storage of Hazardous Material when such Hazardous Material is no longer
necessary for normal conduct of Subtenant's business. Notwithstanding the
preceding sentence Subtenant shall not generate, manufacture or produce any
Hazardous Material on the Leaseback Space. If Subtenant breaches the obligations
stated in the preceding sentences, or if the presence of Hazardous Material on
or about the Leaseback Space during the Sublease Term results in contamination
of the Leaseback Space or any surrounding properties or any water supplies, or
if the presence of Hazardous Material injures or kills any person or damages any
property of any person or entity, Subtenant shall indemnify, defend and hold
Sublandlord harmless from any and all claims, judgments, damages, penalties,
fines, costs, liabilities or losses (including, without limitation, the cost of
any required or necessary repair, clean-up and detoxification and all amounts
expended to pay for any settlement of claims or threatened claims, reasonable
attorneys' fees and expenses, consultant fees and expert fees) which arise
during or after the Sublease Term as a result of such contamination. Without
limiting the foregoing, if the presence of any Hazardous Material on or about
the Leaseback Space caused or permitted by Subtenant results in any
contamination of the Leaseback Space, any surrounding areas or any water
supplies, Subtenant shall promptly take all actions at its sole expense as are
necessary to return the Leaseback


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<PAGE>

Space, any surrounding properties or any water supplies, to the condition
existing prior to the introduction of such Hazardous Material to them; provided
that Sublandlord's approval of such actions shall first be obtained, which
approval shall not be unreasonably withheld or delayed.

            Subtenant shall be allowed to use, handle, store or dispose of
products containing small quantities of Hazardous Material, which products are
of a type customarily found in offices and households (such as aerosol cans
containing insecticides, toner for copies, paints or paint remover), provided
that Subtenant shall handle, store, use and dispose of any such Hazardous
Material in a safe and lawful manner and shall not allow such Hazardous Material
to contaminate the Leaseback Space.

Section 21.02 Intentionally Omitted.

            Section 21.03 Remedies, etc. In the event that Subtenant is in
violation of its obligations contained in this Article 21 or in the event that
Sublandlord reasonably believes that an environmentally hazardous condition
exists in potentially exists on the Leaseback Space (or the surrounding
properties if such condition is a result of or related to Subtenant's use,
occupancy or activities in the Leaseback Space) then:

                  (a) Subtenant shall take immediate action to remedy such
condition, including clean-up and removal of the Hazardous Material and the
delivery of same to properly licensed locations for the disposal of the
Hazardous Material,

                  (b) Sublandlord may itself remove the Hazardous Material in
any way that Sublandlord deems appropriate without in any way eliminating or
reducing Subtenant's liability or obligation to indemnify Sublandlord as set
forth in Section 21.01. In the event that Sublandlord elects to remedy a
hazardous condition pursuant to this subsection 21.03(b), then Subtenant shall,
from time to time, pay to Sublandlord, as Additional Rent within thirty (30)
days after demand, all reasonable amounts expended by Sublandlord in connection
therewith, or

                  (c) Sublandlord may require that Subtenant immediately cease
use and storage of such Hazardous Material if such continued use and storage
shall materially increase the costs and expenses for which Subtenant is
obligated to indemnify Sublandlord pursuant to Section 21.01 or entails a
material risk of such increased cost or expense or if such continued use exposes
Sublandlord to any risk of criminal liability.

            Section 21.04 Investigations. Subtenant shall promptly notify
Sublandlord of any investigations, audits or legal action conducted or filed by
or any subpoenas it receives from any Public Authority with respect to the
Leaseback Space in connection with Hazardous Materials or Subtenant's business
at the Leaseback Space. Subtenant shall send Sublandlord copies of all notices,
filings, reports, etc. Subtenant receives or delivers to any Public Authority in
connection with Hazardous Materials in respect of the Leaseback Space.

            Section 21.05 Material Default, Survival. Notwithstanding anything
contained elsewhere in this Article 21, Subtenant's failure to comply with any
provisions of this Article 21 within thirty (30) days after notice thereof from
Sublandlord (or if the said failure complained of shall be of a nature that the
same cannot be completely cured or remedied within said thirty (30) day period,
and if Subtenant shall not have diligently commenced curing such failure within
such thirty


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<PAGE>

(30) day period, and if Subtenant shall not have diligently commenced curing
such failure within such thirty (30) day period, and if Subtenant shall not
thereafter with reasonable diligence and in good faith proceed to remedy or cure
such failure) shall be deemed a material default by Subtenant enabling
Sublandlord to exercise any of the remedies set forth in this Sublease. All
provisions of this Article 21 shall survive the expiration or sooner termination
of the Sublease Term.

            Section 21.06 Reference to Other Provisions. The provisions set
forth in this Article 21 shall in no way be deemed to conflict with, restrict or
in any way modify, the provisions set forth in Article 22 of this Sublease.

                                   ARTICLE 22

                                    INDEMNITY

            Section 22.01 Subtenant Indemnity. Notwithstanding that joint or
concurrent liability may be imposed upon Sublandlord by a Legal Requirement,
Subtenant will, except to the extent caused by the negligence or tortious act or
omission of Sublandlord or any of Sublandlord's agents, officers, contractors,
employees, servants, invitees, or any person (other than Subtenant) claiming by,
through or under Sublandlord, indemnify and save harmless Sublandlord against
and from all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses ("Costs"), including, reasonable attorneys' fees and
expenses, which may be imposed upon, or incurred by, or asserted against
Sublandlord by reason of any of the following:

                  (a) any work or thing done by Subtenant in, on or about the
Leaseback Space or any part thereof;

                  (b) any use, possession, occupation, condition, operation,
maintenance or management of the Leaseback Space or any part thereof;

                  (c) any negligence or tortious act or omission on the part of
Subtenant (or any subtenant thereof) or any of its (or its subtenant's) agents,
contractors, servants, employees, or invitees;

                  (d) any accident, injury (including death) or damage to any
person or property occurring in, on or about the Leaseback Space or any part
thereof or;

                  (e) Subtenant's installation, maintenance, replacement,
repair, operation and/or use (or acts or omissions in connection therewith) of
the Roof Installations and all appurtenances thereto, including, without
limitation, any damage resulting from water seepage through the roof or walls of
the Building.

Subtenant upon notice from Sublandlord will, at Subtenant's expense, resist or
defend such action or proceeding by counsel reasonably approved by Sublandlord,
which approval shall not be unreasonably withheld or delayed. Counsel for
Subtenant's insurer are hereby deemed approved, unless Subtenant has a right to
approve such counsel, in which event Sublandlord shall also have the right to
approve such counsel, such approval not to be unreasonably withheld or


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<PAGE>

delayed. Such obligations of Subtenant under this Article 22 as shall have
accrued at the time of any termination of this Sublease shall survive any such
termination.

            Section 22.02 Sublandlord Indemnity. Subject to the terms of this
Sublease and the Overlease, Sublandlord will, except to the extent caused by the
negligence or tortious act or omission of Subtenant, or any of Subtenant's
agents, officers, contractors, employees, servants, invitees, or any person
(other than Sublandlord) claiming by, through or under Subtenant, indemnify and
save harmless Subtenant against and from all Costs, including, reasonable
attorneys' fees, which may be imposed upon, or incurred by, or asserted against
Subtenant by reason of any of the following:

                  (a) the use, condition, operation, conduct or management of
the Demised Premises (but excluding therefrom the Leaseback Space during the
term of this Sublease) or of any business therein, or any work or thing
whatsoever done, or any accident, injury (including death), damage to any person
or condition created in on or about the Demised Premises (other than anything
done by Subtenant in the Leaseback Space) caused by Sublandlord's negligence or
willful misconduct;

                  (b) any negligence or tortious act or omission on the part of
Sublandlord or anyone (other than Subtenant) holding by, through or under
Sublandlord or its or their partners, joint venturers, directors, officers,
agents, employees or contractors; or

      Sublandlord upon notice from Subtenant will, at Sublandlord's expense,
resist or defend such action or proceeding by counsel reasonably approved by
Subtenant. Such obligations of the Sublandlord under this Article 22 as shall
have accrued at the time of any termination of this Sublease shall survive any
such termination.

                                   ARTICLE 23

                             NAME OF TOWER; SIGNAGE

            Section 23.01 Subject to the provisions of this Article 23 and in
compliance with all Legal Requirements, then, for so long as no Default shall
exist under this Sublease, Subtenant shall have the following rights to name the
Tower:

                  (a) the Tower may be designated as the "MetLife Tower", the
"Metropolitan Life Insurance Company Tower", or any derivation of such name or
the name of any successor to Metropolitan Life Insurance Company by merger,
consolidation or sale of assets.

                  (b) If, in accordance with the provisions of Article 23
hereof, this Sublease shall be assigned or a portion of the Leaseback Space
exceeding one hundred thirty thousand (130,000) rentable square feet shall be
sublet for the balance of the Sublease Term, the Tower may be designated by the
name of such assignee or subtenant, as the case may be, only if all of the
following conditions are satisfied: (i) such assignee or subtenant shall be an
Investment Grade Entity, (ii) such assignee or subtenant is in actual occupancy
of at least one hundred thirty thousand (130,000) rentable square feet, and
(iii) Sublandlord's prior consent to such name shall have been obtained in
writing, which consent shall not be unreasonably withheld or delayed.
Sublandlord shall


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<PAGE>

not be deemed unreasonable if it withholds its consent because: (A) in
Sublandlord's reasonable judgment, the reputation, character or business of such
assignee or subtenant is below the standard of business entities for whom
First-Class Office Buildings are customarily named, or (B) such assignee or
subtenant is generally recognized as a "Competitor" as defined in Section
14.4(b) of the Overlease, of Sublandlord. Any dispute between Sublandlord and
Subtenant regarding whether or not the foregoing conditions have been satisfied
shall be resolved by arbitration in accordance with Article 21 of the Overlease.

            Section 23.02 The rights of Subtenant set forth in Section 23.01
hereof apply exclusively to the Tower, and nothing contained in the foregoing
provisions of Section 23.01 hereof shall give Subtenant any rights whatsoever to
name the South Building. In no event shall the Building address be changed from
its current address, One Madison Avenue, New York, New York.

            Section 23.03 Provided that no Default shall exist under this
Sublease, Subtenant shall have the right to install on the exterior walls of the
Tower and in the Tower lobby signage plaques with the name of Subtenant and/or
identification symbol or logo of Subtenant. The size, number and location of
such signage plaques shall be appropriate and in keeping with the operation of a
First-Class Office Building and shall not interfere with or adversely impact on
the South Building. The foregoing signage rights shall inure to the benefit of
any assignee or subtenant of Subtenant for whom the Tower shall be named
pursuant to Section 23.01(b) hereof (for so long as such assignee or subtenant
shall occupy at least 130,000 rentable square feet of the Long-Term Leaseback
Space); provided that granting the foregoing rights to install signage on the
Tower and in the Tower lobby to such assignee or subtenant will not jeopardize
or risk or cause the loss of the Building's eligibility for abatement, deferral
and/or reduction of taxes under the ICIP Laws.

            Section 23.04 In connection with a subletting of any of the
Leaseback Space for retail purposes, Subtenant shall be permitted to allow
and/or place exterior signage on the storefront of such retail space provided
that all such retail signage shall be uniform for the Tower and shall harmonize
with the retail signage program for the Retail Space in the South Building.

            Section 23.05 Notwithstanding anything to the contrary contained
herein, Subtenant must comply with the provisions of Section 9.6(c) of the
Overlease prior to installing any signage permitted under this Article 23.

                                   ARTICLE 24

                               ROOF INSTALLATIONS

            Section 24.01 Subject to Subtenant's compliance with the terms and
provisions of this Sublease, Subtenant, and anyone claiming under or through
Subtenant, shall have the right to erect, operate, remove, repair, replace and
maintain microwave and satellite communications equipment or antennae as well as
emergency generators and condenser water towers (the "Roof Installation") on the
Roof Areas; provided (i) the installation and use of the Roof Installation would
not (and does not) unreasonably interfere with use of the roof by Sublandlord
pursuant to the Overlease, (iii) all such installations shall be alterations
subject to the provisions of Article 14 hereof, and shall be installed and
maintained in accordance with Legal Requirements. All Roof Installations shall
be the personal property of Subtenant or anyone claiming under or through


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<PAGE>

Subtenant. For so long as both Subtenant hereunder and Sublandlord, as Tenant
under the Overlease, shall exercise their concurrent renewal options, Subtenant
shall not be obligated to remove the Roof Installation upon the expiration of
the Sublease Term. If, however, Subtenant shall not exercise any renewal option
hereunder for an Extension Term as to which Sublandlord shall have exercised its
renewal option under the Overlease, or if the Sublease Term shall be terminated
early by reason of Subtenant's Default hereunder, then in such events, Subtenant
shall remove the Roof Installation (other than condenser water towers) at its
sole cost and expense, and shall repair any damage to the Building and/or
Building equipment resulting from such removal. All roofing and waterproofing
related to the installation, repair, replacement and/or removal of the Roof
Installation shall be performed by Subtenant, at Subtenant's cost. No Roof
Installation may be visible from the ground unless such Roof Installation will
not operate unless it is placed in a location where it will be visible from the
ground, in which event (provided the same will not jeopardize or risk or cause
loss of the Building's eligibility for abatement, deferral and/or reduction of
taxes under ICIP Laws) it may be placed in a location on the Roof Areas,
mutually and reasonably determined by Sublandlord and Subtenant, which permits
such Roof Installation to operate and minimizes its visibility from the ground.
Subtenant shall comply and remain in compliance with the FCC OET65 Rule.

            Section 24.02 The right to install and operate antennae,
communications dishes or other equipment on the Roof Areas shall be on a first
come, first served, basis. The use of the aggregate amount of Roof Areas shall
be allocated between Sublandlord and Subtenant proportionate to the aggregate
amount of space leased in the Building by each of Sublandlord and Subtenant.
Subtenant shall not install or operate or permit anyone claiming by, through or
under Subtenant to install or operate antennae, communications dishes or other
equipment on the Roof Areas which will unreasonably interfere with the use or
operation (including the reception and transmission of signals to and from the
same) of other then existing antennae or communications dishes on the Roof Areas
or other then existing roof installations of Sublandlord installed or made
pursuant to the Overlease for similar purposes. Notwithstanding anything set
forth in the Overlease, Sublandlord shall not install or operate or permit
anyone claiming by, through or under Sublandlord to install or operate antennae,
communications dishes or other equipment on the Roof Areas which will
unreasonably interfere with the use or operation (including the reception and
transmission of signals to and from the same) of other then existing antennae or
communications dishes on the Roof Areas or other then existing roof
installations of Subtenant.

            Section 24.03 Subtenant hereby indemnifies and agrees to hold
Sublandlord harmless from and against any cost, expense, damage, obligation or
liability to persons or property that may now or hereafter be incurred, expended
or suffered by Sublandlord in any way arising from, occasioned by, or resulting
from, Subtenant's installation, maintenance, replacement, repair, operation
and/or use (or acts or omissions in connection therewith) of the Roof
Installation and all appurtenances thereto, including, without limitation, any
damage resulting from water seepage through the roof or walls of the Building.

            Section 24.04 Notwithstanding anything to the contrary contained
herein, Subtenant must comply with the provisions of Section 9.6(c) of the
Overlease prior to installing any Roof Installations permitted under this
Article 24.


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<PAGE>

                                   ARTICLE 25

                                    SURRENDER

            Section 25.01 Condition on Surrender. Upon the expiration or sooner
termination of the Sublease Term, Subtenant shall surrender the Leaseback Space,
broom clean to Sublandlord and, except for reasonable wear and tear, damage by
fire, the elements or other casualty and condemnation, in good order, condition
and repair, free and clear of all subtenants, lettings and occupancies other
than those with respect to which Sublandlord has executed a non-disturbance
agreement which is still in effect and of all liens and encumbrances other than
those, if any, to which this Sublease is now subject or which may hereafter be
created or consented to by Sublandlord or any person claiming by, under or
through Sublandlord, other than Subtenant or any person claiming by, under or
through Subtenant.

            Section 25.02 Removal of Specialty Alterations.

                  (a) Sublandlord shall have the right to elect to have
Subtenant remove some or all of Subtenant's Specialty Alterations by giving
written notice to Subtenant no earlier than twenty four (24) months prior to the
Sublease Expiration Date and no later than twelve (12) months prior to the
Sublease Expiration Date, provided the Term under the Overlease will continue
for more than two (2) years after the Sublease Expiration Date. Upon such
written request to Subtenant. Subtenant shall, at its sole cost and expense,
remove such Specialty Alterations on or before the Sublease Expiration Date or
sooner termination of this Sublease, restore the Leaseback Space to the
condition existing prior to the installation of such Specialty Alterations and
repair all damage to the Leaseback Space, if any, resulting from such removal.

                  (b) Notwithstanding the foregoing, Subtenant shall have the
right to submit to Sublandlord plans and specifications for any Alteration
(whether or not Sublandlord's approval thereof is required under Article 14
hereof) and request that Sublandlord deliver to Subtenant notice (the
"Alteration Notice") stating whether or not such Alteration constitutes a
Specialty Alteration which Subtenant would be required to remove pursuant to
Section 25.02(a). If Sublandlord shall have failed to respond to Subtenant's
request for an Alteration Notice within twenty (20) Business Days after
Subtenant shall have submitted Subtenant's written request therefor together
with all applicable plans and specifications, then Subtenant shall have the
right to give to Sublandlord a second notice (a "Second Alteration Request"),
and if Sublandlord shall fail to respond to such Second Alteration Request
within five (5) Business Days after Sublandlord's receipt thereof, then
Sublandlord shall be deemed to have determined that such Specialty Alteration
need not be removed at the end of the Sublease Term, provided and on condition
that the Second Alteration Request shall specifically refer to this Section
25.02(b) and shall state in bold uppercase letters on the first page thereof
"SUBLANDLORD SHALL BE DEEMED TO HAVE DETERMINED THAT THE ALTERATION DESCRIBED IN
THE SUBMITTED PLANS AND SPECIFICATIONS NEED NOT BE REMOVED AT THE END OF THE
SUBLEASE TERM IF SUBLANDLORD FAILS TO DELIVER A NOTICE TO SUBTENANT STATING
WHETHER OR NOT SUBTENANT WILL BE REQUIRED TO REMOVE SUCH ALTERATION WITHIN FIVE
(5) BUSINESS DAYS AFTER THIS NOTICE SHALL HAVE BEEN GIVEN TO SUBLANDLORD." If
Sublandlord delivers an Alteration Notice stating that the proposed Alteration
is a Specialty Alteration which must be removed at the prior to the


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Expiration Date or sooner termination of this Sublease, Sublandlord shall not be
required to deliver the notice set forth in Section 25.02(a) with respect to
such Alteration, and Subtenant shall be required to remove such Specialty
Alteration in accordance with Section 25.02(a).

            Section 25.03 Fixtures, etc. Subtenant shall remove its furniture,
trade fixtures and trade equipment (not constituting part of the Leaseback
Space) and other personal property at or prior to the expiration or termination
of this Sublease and shall promptly repair any damage due to such removal.

            Section 25.04 Abandonment of Personal Property. Any personal
property of Subtenant which shall remain in the Leaseback Space after the
termination of this Sublease may, at the option of Sublandlord, be deemed to
have been abandoned by Subtenant and either may be retained by Sublandlord as
its property or be disposed of without accountability in such manner as
Sublandlord may determine. Sublandlord shall not, at any time, be responsible
for any loss or damage occurring to any property owned by Subtenant except to
the extent caused by the negligence or willful misconduct of Sublandlord or any
of Sublandlord's agents, contractors, employees or servants.

            Section 25.05 Limitation on Surrender. Section 25.02 shall only
apply in the event that the Sublease Term shall terminate or expire and there
shall be a period of more than two (2) years remaining on the Term of the
Overlease. In the event that there shall be a period of two (2) years or less
remaining on the Term of the Overlease, Subtenant have shall no obligation to
remove any Specialty Alterations or to surrender the Leaseback Space in any
condition other than broom clean and vacant, free and clear of all of its
subtenants other than those with a non-disturbance agreement from Sublandlord
(as provided in Section 13.11).

            Section 25.06 Survival. The provisions of this Article 25 shall
survive the expiration or termination of this Sublease.

                                   ARTICLE 26

                                     NOTICES

            Section 26.01 Notices. Notice shall be given as provided in Article
24 of the Overlease except any notice to Subtenant hereunder shall be given at
the address for the Landlord under the Overlease, and any notice to Sublandlord
hereunder shall be given at the address for the Tenant under the Overlease.

                                   ARTICLE 27

                                     BROKER

            Section 27.01 Broker. Sublandlord represents that it has worked with
no other broker other than CSFB Realty Corp. and Sublandlord shall pay the
broker fee, if any, due to CSFB Realty Corp. pursuant to a separate agreement
between Sublandlord and CSFB Realty Corp. Subtenant represents and warrants that
it has worked with no other broker other than Insignia/ESG, Inc. and Subtenant
shall pay the broker fee, if any, due to Insignia/ESG, Inc. pursuant to separate


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agreement between Sublandlord and Insignia/ESG, Inc. The parties hereto
indemnify the other in accordance with Section 27.14 of the Overlease.

                                   ARTICLE 28

                                MECHANIC'S LIENS

            Section 28.01 No Mechanic's Liens Permitted. Subtenant shall not
create, or suffer to be created or to remain, and shall discharge, any
mechanic's, laborer's or materialman's lien which becomes a lien, encumbrance or
charge upon the Building or any part thereof or the income therefrom. Nothing
contained herein shall prevent the leasing by Subtenant of furniture or
equipment in the Leaseback Space or the filing of security documents with
respect to the same, in each event other than furniture and equipment, if any,
paid for by Sublandlord, provided that no lien is created against the Leaseback
Space or any interest therein.

            Section 28.02 Discharge. If any mechanic's, laborer's or
materialman's lien shall at any time be filed against the Demised Premises or
any part thereof, Subtenant, within thirty (30) days after notice of the filing
thereof, shall cause such lien to be discharged of record by payment, deposit,
bond, order of a court of competent jurisdiction or otherwise. If Subtenant
shall fail to cause such lien to be discharged within such period, then,
Sublandlord may, but shall not be obligated to, procure the discharge of such
lien by deposit or by bonding. Any amount so paid by Sublandlord and costs and
expenses incurred by Sublandlord in connection therewith, together with interest
thereon at the Interest Rate, from the respective dates of Sublandlord's making
of the payment or incurring of the cost and expenses, shall constitute
Additional Rent payable by Subtenant under this Sublease and shall be paid by
Subtenant to Sublandlord within thirty (30) days after written demand therefor.

            Section 28.03 No Lien Authorization. Nothing in this Sublease
contained shall be deemed or construed in any way as constituting the
authorization by, or consent or request of, Sublandlord, express or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or
materialman, architect or consultant for the construction or demolition of any
improvement, the performance of any labor or services or the furnishing of any
materials for any improvement, or alteration to or repair of the Leaseback Space
or to give Subtenant any right, power or authority to contract or permit the
rendering of any services or the furnishing of any materials that would give
rise to the filing of any lien against the Leaseback Space or any part thereof

                                   ARTICLE 29

                                  MISCELLANEOUS

            Section 29.01 No Oral Modifications. This Sublease may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.

            Section 29.02 Entire Agreement. This Sublease constitutes the entire
agreement between the parties and all representations and understandings have
been merged herein.


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            Section 29.03 Successors and Assigns. This Sublease shall inure to
the benefit of all of the parties hereto, their successors and (subject to the
provisions hereof) their assigns.

            Section 29.04 No Merger of Title. There shall be no merger of this
Sublease nor of the subleasehold estate created by this Sublease with the fee
estate or any other leasehold or subleasehold estate in the Leaseback Space or
any part thereof by reason of the fact that the same person, firm, corporation
or other entity may acquire or own or hold, directly or indirectly, (a) this
Sublease or the leasehold estate created by this Sublease or any interest in
this Sublease or in any such leasehold estate, and (b) the fee estate or any
other leasehold or subleasehold estate in the Leaseback Space or any part
thereof or any interest in such fee estate or leasehold or subleasehold estate,
and no such merger shall occur unless and until all persons, firms, corporations
and other entities having an interest in or lien upon (i) this Sublease or the
leasehold estate created by this Sublease and (ii) the fee estate or any other
leasehold or subleasehold estate in the Leaseback Space or any part thereof
shall join in a written instrument effecting such merger and shall duly record
the same.

            Section 29.05 Survival of Indemnities. Any provisions of this
Sublease which contain obligations of either Sublandlord or Subtenant to
indemnify the other party hereto and its respective directors, officers,
shareholders, employees and agents, shall survive the expiration or other
termination of the Sublease Term.

            Section 29.06 No Recourse by Sublandlord. No disclosed or
undisclosed officers, shareholders, principals, directors, employees, members or
servants of Subtenant shall be personally liable for the performance of
Subtenant's obligations under this Sublease. No disclosed or undisclosed
officers, shareholders, principals, directors, employees, members or servants of
Sublandlord shall be personally liable for the performance of Sublandlord's
obligations under this Sublease.

                                   ARTICLE 30

                               INCORPORATED TERMS

            Section 30.01 Incorporated Terms. Except as herein otherwise
expressly provided and the obligation to pay Rent under the Overlease, all of
the terms, covenants, conditions and provisions in the Overlease are hereby
incorporated in, and made a part of this Sublease, and such rights and
obligations as are contained in the Overlease are hereby imposed upon the
respective parties hereto with the same force and effect as if set forth in full
herein. For this purpose "Landlord," "Tenant," "Lease," or "Demised Premises"
appearing in the Overlease shall be deemed to refer in this Sublease to
"Sublandlord," "Subtenant," "Sublease," and "Leaseback Space." If the Overlease
shall be terminated for any reason during the term hereof then and in that event
this Sublease shall thereupon automatically terminate and Sublandlord shall have
no liability to Subtenant by reason thereof.

            Section 30.02 Excluded Provisions. For the purposes of this
Sublease, the following provisions from the Overlease shall be excluded from
this Sublease and all references in the Overlease to the aforesaid Sections,
Articles or Exhibits of the Overlease shall not be deemed incorporated in or
made a part hereof: Section 1.1(g), Section 1.1(h), Section 1.1(i), Section
1.1(v),


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Section 1.1(y), Section 1.1(aa), Section 1.1(dd), Section 1.1(ll), Section 1.1
(oo), Section 1.1 (pp), Section 1.1(qq), Article 2, Article 3, Article 4,
Article 5, Section 6.4, Section 6.5, Section 6.6, Article 7 (other than Section
7.2 and Section 7.7), Article 8, Article 9, Article 10, Article 11, Article 12,
Article 13, Article 14, Article 15, Article 16, Article 17, Article 18, Article
19, Article 26, Section 27.5, Section 27.10, Section 27.16, Section 27.19,
Section 27.21, Section 27.22, Section 27.24, Section 27.25, Section 27.26,
Article 28, Article 29, Article 30, Article 31, and Article 32. Section 7.1 of
the Overlease is incorporated in this Sublease only for the purpose of
identifying Sublandlord's Required Insurance.

            Section 30.03 No Termination Incorporated. No event giving
OverLandlord under the Overlease the right or option to terminate the Overlease
shall be deemed to create an equivalent right of Sublandlord to cancel or
terminate this Sublease unless or until Landlord under the Overlease shall
exercise such right or election with respect to the Overlease.

            Section 30.04 No Overlease Default. Any default by Subtenant under
this Sublease which would give rise to a concomitant default under the Overlease
shall not constitute a default by Sublandlord under the Overlease.


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            IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the day and year first above written.


                                           CREDIT SUISSE FIRST BOSTON
                                           (USA), INC., Sublandlord

                                           By: /s/ Anthony F. Daddino
                                              ----------------------------------
                                                    Anthony F. Daddino
                                               Chief Administrative Officer


                                           METROPOLITAN LIFE INSURANCE
                                           COMPANY, Subtenant

                                           By: /s/ W. Mark Kenney
                                              ----------------------------------
                                                    W. Mark Kenney
                                                Assistant Vice President