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                                                                   Exhibit 10.35

                                    SUBLEASE

            SUBLEASE dated as of the 31st of August, 1999, between GFT Apparel
Corp., a corporation having an office at 11 West 42nd Street, New York, New York
10036 ("Sublessor"), and Credit Suisse First Boston Corporation, a Massachusetts
corporation having an office at 11 Madison Avenue, New York, New York 10010
("Sublessee").

            1. DEMISE AND TERM: CONDITIONS OF SUBLEASE. Sublessor hereby leases
to Sublessee, and Sublessee hereby hires from Sublessor, all of the tenth (10th)
floor of the building (the "Building") located at 11 Madison Avenue, New York,
New York (containing approximately 93,972 rentable square feet) (the "Subleased
Premises"), together with all appurtenances, rights, privileges and easements
pertaining thereto. The Subleased Premises are the same premises leased to
Sublessor under the Prime Lease (as hereinafter defined). The term of this
Sublease shall commence on the later of (a) date hereof, (b) the date Prime
Lessor's (as hereinafter defined) consent to the Sublease has been obtained and
delivered to Sublessee, and (c) the date Sublessor delivers the Subleased
Premises to Sublessee pursuant to subparagraph (a) of Section 13 hereof (the
"Commencement Date") and shall end on January 30, 2013 (the "Expiration Date").

            2. SUBORDINATE TO PRIME LEASE. This Sublease is subject and
subordinate to (a) Agreement of Lease dated June 21, 1996, between Metropolitan
Life Insurance Company (the "Prime Lessor), as landlord, and Sublessor, as
tenant, as amended by Modification of Lease, dated October 18, 1996 (said Lease,
as so amended, the "Prime Lease"), and (b) the matters to which the Prime Lease
is or shall be subject and subordinate. Sublessor represents to Sublessee that a
true and complete copy of the Prime Lease, including all amendments,
modifications, or supplements thereto, is annexed hereto as Exhibit A and made a
part hereof

            3. INCORPORATION BY REFERENCE.

                  A. The terms, covenants and conditions of the Prime Lease are
incorporated herein by reference so that, except as set forth in subparagraph B
of this Section 3, and except to the extent that such incorporated provisions
are inapplicable to or modified by the provisions of this Sublease, all of the
terms, covenants and conditions of the Prime Lease which bind or inure to the
benefit of the landlord thereunder shall, in respect of this Sublease, bind or
inure to the benefit of Sublessor, and all of the terms, covenants and
conditions of the Prime Lease which bind or inure to the benefit of the tenant
thereunder shall, in respect of this Sublease, bind or inure to the benefit of
Sublessee, with the same force and effect as if such incorporated terms,
covenants and conditions were completely set forth in this Sublease, and as if
the words "landlord" and "tenant" or words of similar import, wherever the same
appear in the Prime Lease, were construed to mean, respectively, "Sublessor" and
"Sublessee" in this Sublease, and as if the words "premises" and "demised
premises" or words of similar import, wherever the same appear in the Prime
Lease, were construed to mean "Subleased Premises" in this Sublease, and as if
the word "lease" or words of

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similar import, wherever the same appear in the Prime Lease, were construed to
mean this "Sublease." Notwithstanding the foregoing, the time limits contained
in the Prime Lease for the giving of notices, making of demands or performing of
any act, condition or covenant on the part of the tenant thereunder, or for the
exercise by the tenant thereunder of any right or remedy, are changed for the
purposes of incorporation herein by reference by shortening the same in each
instance by five (5) days, so that in each instance Sublessee shall have five
(5) days less time to observe or perform hereunder than Sublessor has as the
tenant under the Prime Lease; provided however, if the time limit set forth in
the Prime Lease is less than five (5) business days, Sublessee shall have one
(1) business day less time to observe or perform hereunder than Sublessor has as
the tenant thereunder. Capitalized terms used and not otherwise defined herein
shall have the meaning given to them in the Prime Lease.

                  B. The following provisions of the Prime Lease, together with
the recitals contained therein, shall not be incorporated herein by reference
and shall not apply to this Sublease (collectively, the "Excluded Provisions"):

                  (1)   Articles 1 and 2 and Section 31.01 (Term, Rent,
                        Premises, Occupancy);

                  (2)   Article 18 (End of Term);

                  (3)   Article 26 (Notices);

                  (4)   Section 28.01(b) and the first sentence of Section 28.05
                        (Tax Increase Payments);

                  (5)   Section 29.01(b) (Operating Expense Increase Payments);

                  (6)   Article 32 (Tenant's Work, etc.);

                  (7)   Article 40 (Broker);

                  (8)   Article 41 (Security Deposit); and

                  (9)   Article 42 (Expansion Option).

            The incorporation of Article 27 (Services) and Article 30 (Electric
Energy) of the Prime Lease in this Sublease shall not impose upon Sublessor any
service or other obligations. Notwithstanding any provision of the Prime Lease
to the contrary, it is the intention of the parties hereto that under no
circumstances shall Sublessee have any right to renew or extend the term of this
Sublease; to sublet all or any portion of the Subleased Premises (except as
otherwise provided herein); or to assign this Sublease by operation of law or
otherwise (except as otherwise provided herein).

            4. PERFORMANCE BY SUBLESSOR. Any obligation of Sublessor which is
contained in this Sublease by incorporating the provisions of the Prime Lease
(including, without limitation, the provisions of Article 27 and Article 30) may
be observed or performed by Sublessor using reasonable efforts (which reasonable
efforts specifically shall not include litigation or the expenditure of money
unless reimbursed by Sublessee) to cause the Prime Lessor to observe and/or
perform the same, and Sublessor shall have a reasonable time to enforce its
rights to cause such observance or performance. Sublessor shall not be required
to perform any obligation, and Sublessor shall have no liability to Sublessee
for the failure to perform any obligation, except for Sublessor's


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obligation to use reasonable efforts, upon receipt of written request of
Sublessee, to cause the Prime Lessor to observe and/or perform its obligations
under the Prime Lease. Sublessee shall not in any event have any rights in
respect of the Subleased Premises greater than Sublessor's rights under the
Prime Lease. Sublessor shall not be responsible for any failure or interruption,
for any reason whatsoever, of the services or facilities that are appurtenant
to, or supplied at or to, the Subleased Premises, including, without limitation,
electricity, heat, air conditioning, water, elevator service and cleaning
service, if any; and no failure to furnish, or interruption of, any such
services or facilities shall give rise to any (a) abatement or reduction of
Sublessee's obligations under this Sublease unless Sublessor is entitled to an
abatement under the Prime Lease, (b) constructive eviction, whether in whole or
in part, or (c) liability on the part of Sublessor. If Prime Lessor shall
default in any of its obligations to Sublessor with respect to the Subleased
Premises, Sublessee shall be entitled to participate with Sublessor in the
enforcement of Sublessor's rights against Prime Lessor. If after written request
from Sublessee, Sublessor shall fail or refuse to take action for the
enforcement of Sublessor's rights against Prime Lessor in respect of the
Subleased Premises within a reasonable period of time considering the nature of
Prime Lessor's default, Sublessee shall have the right to take such action in
its own name, and for that purpose and only to such extent, all of the rights of
Sublessor under the Prime Lease hereby are conferred upon and assigned to
Sublessee and Sublessee is subrogated hereby to such rights to the extent that
the same shall apply to the Subleased Premises. If any such action against Prime
Lessor in Sublessee's name shall be barred by reason of lack of privity,
nonassignability or otherwise, Sublessee may take such action in Sublessor's
name provided Sublessee has obtained the prior written consent of Sublessor,
which consent shall not be unreasonably withheld. Sublessee hereby agrees that
Sublessee shall indemnify and hold Sublessor harmless from and against all
liability, loss, damage or expense, including, without limitation, reasonable
attorneys' fees and expenses, which Sublessor shall incur by reason of any
action taken in accordance with this Section 4. Sublessor agrees to cooperate
with Sublessee in any reasonable manner requested by Sublessee in connection
with an action or proceeding by Sublessee against Prime Lessor to enforce
Sublessor's rights under the Prime Lease in respect of the Subleased Premises,
and Sublessee shall reimburse Sublessor for any out-of pocket expenses
(including, without limitation, reasonable attorneys' fees and expenses)
incurred by Sublessor in connection with such cooperation.

            5. NO BREACH OF PRIME LEASE. Neither Sublessor nor Sublessee shall
do or permit to be done any act or thing which will constitute a breach or
violation of any term, covenant or condition of the Prime Lease by the tenant
thereunder, whether or not such act or thing is permitted under the provisions
of this Sublease.

            6. NO PRIVITY OF ESTATE. Nothing contained in this Sublease shall be
construed to create privity of estate or of contract between Sublessee and the
Prime Lessor.

            7. INDEMNITY Sublessee shall indemnify, defend and hold harmless
Sublessor from and against all claims, actions, losses, costs, damages, expenses
and liabilities, including, without limitation, reasonable attorneys' fees and
expenses (collectively, "Losses"), which Sublessor may incur or pay by reason of
(a) any accidents, damages or injuries to persons or property occurring in, on
or about the Subleased Premises arising after the Commencement Date or the
Sublet


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Space Commencement Date, as applicable, (b) any breach or default hereunder on
Sublessee's part, (c) any work done in or to the Subleased Premises by Sublessee
and/or Sublessee's employees, agents, contractors, invitees or any other person
claiming through or under Sublessee, or (d) any act, omission or negligence on
the part of Sublessee and/or Sublessee's employees, agents, customers,
contractors, invitees or any other person claiming through or under Sublessee,
except for such Losses caused by the negligence or willful misconduct of
Sublessor. Sublessor shall indemnify, defend and hold harmless Sublessee from
and against all Losses that Sublessee may incur or pay by reason of (a) any
accidents, damages, or injuries to persons or property occurring in, on or about
the Subleased Premises arising prior to the Commencement Date or the Sublet
Space Commencement Date, as applicable, (b) any breach or default hereunder on
Sublessor's part, and (c) any act, omission or negligence on the part of
Sublessor and/or Sublessor's employees, agents, customers, contractors, invitees
or any other person claiming through or under Sublessor, except for such Losses
caused by the negligence or wilful misconduct of Sublessee. The provisions of
this paragraph shall survive the expiration or earlier termination of this
Sublease.

            8. RELEASES. Sublessee hereby releases the Prime Lessor or anyone
claiming through or under the Prime Lessor by way of subrogation or otherwise,
to the extent that Sublessor released the Prime Lessor and/or the Prime Lessor
was relieved of liability or responsibility pursuant to the provisions of the
Prime Lease. Sublessee will cause its insurance carriers to include any clauses
or endorsements in favor of the Prime Lessor which Sublessor is required to
provide under the Prime Lease.

            9 RENT

                  A. Fixed Rent. Subject to subsection (B) of Section 13 hereof,
Sublessee shall pay to Sublessor rent ("Fixed Rent") as follows:

                  (i)   THREE MILLION THREE HUNDRED EIGHTY-TWO THOUSAND NINE
                        HUNDRED NINETY-TWO and 00/100 Dollars ($3,382,992.00)
                        per annum from the date that is seven (7) months after
                        the Commencement Date (the "Rent Commencement Date")
                        through and including the forty-eighth (48th) month
                        after the Commencement Date (the "First Rent Period") in
                        equal monthly installments of TWO HUNDRED EIGHTY-ONE
                        THOUSAND NINE HUNDRED SIXTEEN and 00/100 Dollars
                        ($281,916.00); provided, however, that if the Rent
                        Commencement Date does not fall on the first day of the
                        month, then the first monthly installment of Fixed Rent
                        due shall be pro rated for the partial month in which
                        the Rent Commencement Date occurs;

                  (ii)  THREE MILLION FIVE HUNDRED SEVENTY THOUSAND NINE HUNDRED
                        THIRTY-SIX and 00/100 Dollars ($3,570,936.00) per annum
                        from the forty-ninth (49th) month from


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                        the Commencement Date through and including the
                        ninety-sixth (96th) month thereafter (the "Second Rent
                        Period") in equal monthly installments of TWO HUNDRED
                        NINETY SEVEN THOUSAND FIVE HUNDRED SEVENTY-EIGHT and
                        00/100 Dollars ($297,578); and

                  (iii) THREE MILLION EIGHT HUNDRED FIFTY-TWO THOUSAND EIGHT
                        HUNDRED FIFTY-TWO and 00/100 Dollars ($3,852,852.00) per
                        annum from the ninety-seventh (97th) month from the
                        Commencement Date through and including the Expiration
                        Date (the "Third Rent Period") in equal monthly
                        installments of THREE HUNDRED TWENTY-ONE THOUSAND
                        SEVENTY-ONE and 00/100 Dollars ($321,071.00).

Fixed Rent for the Subleased Premises shall be payable by Sublessee in twelve
(12) equal monthly installments in advance on the first day of each calendar
month during the term commencing on the Rent Commencement Date (appropriately
prorated in the case of the first installment if the Rent Commencement Date is
not the first day of the month) and on the first day of each calendar month
thereafter.

                  B. Tax; Operating Expenses; Additional Charges.

                  (i) Taxes. Sublessee shall pay as additional rent an amount
equal to the Tax Payments due and payable by the Sublessor under the Prime Lease
except that, for purposes of calculating the Tax Payment due from the Sublessor
as Tenant under the Prime Lease, the term "Base Tax Year" as defined in
subparagraph (b) of Section 28.01 of the Prime Lease shall be deemed to mean the
fiscal year commencing July 1, 1999 and ending June 30, 2000. To the extent any
Tax Payment is required to be adjusted in accordance with the provisions of
Article 28 of the Prime Lease, the amounts paid hereunder shall be equitably
adjusted in accordance therewith.

                  (ii) Operating Expenses. Sublessee shall pay as additional
rent an amount equal to the Operating Payments due and payable by the Sublessor
under the Prime Lease except that, for purposes of calculating the Operating
Payments due from the Sublessor as Tenant under the Prime Lease, the term "Base
Operating Period" as defined in subparagraph (b) of Section 29.01 of the Prime
Lease shall be deemed to mean the calendar year commencing January 1, 1999. To
the extent any Operating Payment is required to be adjusted in accordance with
the provisions of Article 28 of the Prime Lease, the amounts paid hereunder
shall be equitably adjusted in accordance therewith.

                  (iii) Other Charges. Sublessee shall also pay as additional
rent all additional rent and other operating charges ("Additional Charges"),
other than the Tax Payment and the Operating Payment covered in subsections (i)
and (ii) above, payable by Sublessor as tenant under the Prime Lease and
incurred on or after the Commencement Date or the Sublet Space Commencement
Date, as applicable. Sublessee shall not be liable to Sublessor for any
Additional Charges payable under the Prime Lease that are the result of requests
or actions of Sublessor without


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Sublessee's consent unless (A) arising as a result of Sublessee's breach or
default hereunder, or (B) made or taken in connection with the exercise by
Sublessor of its cure and/or self-help rights under the Prime Lease or otherwise
to preserve its interest as tenant thereunder. Notwithstanding the foregoing,
with respect to the annual water condenser charge described in the last sentence
of Section 27.04 of the Prime Lease, Sublessee shall pay only its proportional
share of such charge, which proportional share shall be the product of $14,781
(calculated based upon the total tonnage of Sublessor's supplemental
air-conditioning units) multiplied by a fraction, the numerator of which is the
amount of condenser water to be drawn by Sublessee from the water condenser line
serving the Subleased Premises as shown on the final plans and specifications
therefor and the denominator of which is the amount of condenser water used by
Sublessor on the date hereof

                  C. Payment. Fixed Rent and all Additional Charges payable by
Sublessee to Sublessor under the provisions of this Sublease or the provisions
of the Prime Lease shall be paid promptly when due, without notice or demand
therefor (unless Sublessor receives notice or demand therefor from the Prime
Lessor), and without deduction, abatement, counterclaim or setoff of any amount
for any reason whatsoever. Fixed Rent and Additional Charges shall be paid to
Sublessor in lawful money of the United States at the address of Sublessor set
forth at the beginning of this Sublease by check payable to Sublessor, or if
requested by Sublessee in writing, by wire transfer in same day funds to an
account specified by Sublessee, or to such other person and/or at such other
address or account as Sublessor may from time to time designate by notice to
Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount
than the amount stipulated to be paid hereunder shall be deemed other than on
account of the earliest stipulated Fixed Rent or Additional Charges; nor shall
any endorsement or statement on any check or letter be deemed an accord and
satisfaction, and Sublessor may accept any check or payment without prejudice to
Sublessor's right to recover the balance due or to pursue any other remedy
available to Sublessor. Any provision in the Prime Lease incorporated herein by
reference referring to "fixed rent", "annual rent", "base rent", "rent",
"expense escalation", "payments", "impositions" or "charges" or words of similar
import, shall be deemed to refer to Fixed Rent and Additional Charges due under
this Sublease.

            10. INTENTIONALLY OMITTED

            11. UTILITIES AND RELATED CHARGES

                  A. Sublessee shall also pay all electricity, utility, and
related charges payable by Sublessor as tenant under the Prime Lease, including
Tenant's Cost for electricity payments under Section 30.03 thereof.

            12. USE. Sublessee shall use and occupy the Subleased Premises only
for the purposes of general and administrative offices for Sublessee's business,
and for no other purpose, provided that such use shall not violate the
prohibitions on use contained in the Prime Lease and are


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consistent with Article 2 thereof Sublessee shall comply with (a) the Prime
Lease (other than the Excluded Provisions), and (b) any certificate of occupancy
relating to the Subleased Premises.

            13. CONDITION OF SUBLEASED PREMISES, CURRENT SUBLESSEE.

                  A. Subject to Section 31 hereof, Sublessee is leasing the
Subleased Premises "AS IS", vacant, and in "broom-clean" condition as of the
Commencement Date and/or Sublet Space Commencement Date, as applicable.
Sublessor shall have no obligation to furnish, render or supply any work, labor,
services, fixtures, equipment, decorations or other items to make the Subleased
Premises ready or suitable for Sublessee's occupancy. In making and executing
this Sublease, Sublessee has relied solely on such investigations, examinations
and inspections as Sublessee has chosen to make or has made. Sublessee
acknowledges that Sublessor has afforded Sublessee the opportunity for full and
complete investigations, examinations and inspections.

                  B. Sublessee acknowledges that a portion of the Subleased
Premises constituting approximately 8,424 rentable square feet thereof (the
"Sublet Space") is presently occupied pursuant to a sublease (the "Existing
Sublease") by the existing subtenant of Sublessor (the "Existing Sublessee") and
that Sublessor will not be able to deliver possession of the Sublet Space until
after the Existing Sublessee terminates its sublease and vacates the Sublet
Space. If Sublessor is delayed in giving, or is unable to deliver, possession of
the Sublet Space because of (i) the failure or inability of Sublessor to obtain
a termination and surrender agreement from the Existing Sublessee, (ii) the
continued tenancy, occupancy, or holding-over of the Sublet Space by the
Existing Sublessee (or its undertenants or occupants) beyond such expiration
date, or (iii) for any other reason, Sublessor shall not be subject to any
liability for failure to deliver possession of the Sublet Space or the entirety
of the Subleased Premises to Sublessee and the validity of this Sublease as to
the remaining Subleased Premises shall not be impaired under such circumstances,
nor shall the same be construed in any way to extend the term of the Sublease
beyond the Expiration Date; provided, however, (x) the Commencement Date with
respect to the Sublet Space shall be deferred until Sublessor delivers to
Sublessee possession thereof in the condition required herein (the date so
delivered being the "Sublet Space Commencement Date"), and (y) the Rent
Commencement Date with respect to the Sublet Space shall be deferred until the
date that is seven (7) months after the Sublet Space Commencement Date (the
"Sublet Space Rent Commencement Date") (the parties hereto stipulating and
agreeing that Fixed Rent for the Sublet Space is Thirty Six Dollars ($36) per
rentable square foot (conclusively deemed to be 8,424) during the First Rent
Period, Thirty Eight Dollars ($38) per rentable square foot during the Second
Rent Period, and Forty One Dollars ($41) per rentable square foot during the
Third Rent Period). Fixed Rent for the Subleased Premises under Section 9 hereof
shall be reduced by the Fixed Rent for the Sublet Space until the occurrence of
the Sublet Space Rent Commencement Date; provided, however, if the Sublet Space
Commencement Date has not occurred on or prior to November 1, 1999, the Sublet
Space Rent Commencement Date shall be extended two (2) days for each day until
the Sublet Space Commencement Date occurs.

                  C. Sublessor, at Sublessor's sole cost and expense, shall
promptly commence and diligently prosecute legal proceedings to remove the
Existing Sublessee from the


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Sublet Space if the Existing Sublessee remains in possession of the Sublet Space
after the expiration of the Existing Sublease. Sublessee expressly waives any
right to rescind this Sublease under Section 223-a of the New York Real Property
Law or under any present or future statute of similar import then in force and
further expressly waives the right to recover any damages, direct or indirect,
which may result from Sublessor's failure to deliver possession of the Sublet
Space on the anticipated delivery date. Sublessee agrees that the provisions of
this Paragraph are intended to constitute "an express provision to the contrary"
within the meaning of said Section 223-a.

            14. CONSENTS AND APPROVALS. In any instance when Sublessor's consent
or approval is required under this Sublease, Sublessor's refusal to consent to
or approve any matter or thing shall be deemed reasonable if, inter alia, such
consent or approval is required to be obtained by it and has not been obtained
from the Prime Lessor. In addition, if Prime Lessor consents or approves of any
matter or thing and Sublessor's consent or approval is required under this
Sublease, then Sublessor shall not unreasonably withhold or delay its consent
thereto; provided, however, that with respect to alterations and Sublessee's
Work (as hereinafter defined), Sublessor shall be deemed to have consented
thereto. If Sublessee shall seek the approval or consent of Sublessor and
Sublessor shall fail or refuse to give such consent or approval, Sublessee shall
not be entitled to any damages for any withholding or delay of such approval or
consent by Sublessor, it being intended that Sublessee's sole remedy shall be an
action for injunction or specific performance and that such remedy shall be
available only in those instances where Sublessor shall have expressly agreed in
writing not to withhold or delay its consent unreasonably.

            15. TERMINATION OF PRIME LEASE. If for any reason the term of the
Prime Lease shall terminate prior to the expiration of this Sublease, this
Sublease shall thereupon be terminated and Sublessor shall not be liable to
Sublessee by reason thereof (unless Sublessor shall have caused such termination
in breach of any provision of this Sublease).

            16. INTENTIONALLY OMITTED.

            17. ALTERATIONS. Notwithstanding any provision of this Sublease
(other than Section 31 hereof) or the Prime Lease to the contrary, Sublessee
shall not make, cause, suffer or permit the making of any alteration, change,
replacement, installation or addition in or to the Subleased Premises without
obtaining the prior written consent of Sublessor in each instance. Sublessor
also agrees not to unreasonably withhold its consent to minor, non-structural
interior alterations and installations entirely within the Subleased Premises
that do not affect utility services, plumbing and electrical lines, and other
building services, or access to and from the Subleased Premises. All alterations
shall be made and performed in conformity with the provisions of the Prime Lease
concerning alterations. In the event Sublessor or its agents employ any
independent architect, engineer, or other consultant to examine any plans or
specifications submitted by Sublessee or otherwise in connection with any
proposed Alteration, Sublessee shall promptly reimburse Sublessor for all
out-of-pocket costs incurred thereby.

            18. ADDITIONAL COVENANTS AND REPRESENTATIONS.


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                  A. Sublessee assumes, covenants and agrees to perform and
observe all of the terms, covenants, provisions, conditions and agreements of
the Prime Lease (other than the Excluded Provisions, but including any and all
rules and regulations which shall be in effect from time to time during the term
of this Sublease) except for the obligation of Sublessor as tenant thereunder to
pay Fixed Rent, Tax Payments and Operating Payments (as to which obligations
this Sublease controls with respect to Sublessee) in such manner so as to
prevent the Prime Lease from being terminated. Unless otherwise required to be
performed or observed solely by Sublessee pursuant to this Sublease, Sublessor
covenants and agrees to perform and observe all of the terms, covenants,
provisions, conditions and agreements of the Prime Lease (including any and all
rules and regulations which shall be in effect from time to time during the term
of this Sublease) in such manner so as to prevent the Prime Lease from being
terminated unless in connection with any such termination Prime Lessor accepts
this Sublease as a direct lease between Prime Lessor and Sublessee on
substantially the same terms hereof. Sublessor represents that the Prime Lease
is in full force and effect and that, to the best of Sublessor's knowledge,
Sublessor is not in default with respect to any material obligation of Sublessor
under the Prime Lease. Provided that Sublessee is not then in default under the
terms of this Sublease beyond any applicable cure period and that Sublessor has
provided Sublessee with such notice, if any, that is required to be given with
respect thereto, Sublessor agrees that it will not (i) agree to a termination of
the Prime Lease unless in connection therewith Prime Lessor accepts this
Sublease as a direct lease between Prime Lessor and Sublessee, or (ii) agree to
any material amendment or modification of the Prime Lease without the prior
written consent of Sublessee, which may be granted or denied in Sublessee's sole
discretion. Sublessor further covenants and agrees that if and so long as
Sublessee pays the Fixed Rent, Additional Charges and Tenant's Cost of
Electrical Energy herein reserved and performs and observes all of the
agreements, terms, conditions, covenants and provisions hereof, Sublessee shall
quietly hold and enjoy the Subleased Premises, subject, however, to the terms of
this Sublease and the Prime Lease and to the matters to which the Prime Lease is
or may become subject and subordinate.

                  B. Promptly after receipt by Sublessor, Sublessor shall
deliver to Sublessee a copy of each notice of default, and of each other notice,
statement, demand and other communication given or sent by or on behalf of Prime
Lessor which relates or is applicable to the Subleased Premises, Sublessee's use
and occupancy thereof or the services and facilities of the Building being
furnished to the Subleased Premises or Sublessee.

                  C. If the Prime Lessor shall become the subject of any case
under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101-1330, as amended
or any successor thereto (the "Bankruptcy Code") and the Prime Lessor, as
debtor-in-possession, or a trustee in bankruptcy for the Prime Lessor shall
reject the Prime Lease pursuant to ss. 365 of the Bankruptcy Code, Sublessor
shall consult with Sublessee and shall, at Sublessee's sole and exclusive
option, either treat the Prime Lease as terminated by such rejection or elect,
pursuant to ss. 365(h)(1) of the Bankruptcy Code, to remain in possession of the
Subleased Premises under the Prime Lease; provided, however, that if Sublessee
desires to treat the Prime Lease as terminated under ss. 365(h)(1) and Sublessor
desires to elect to remain in possession thereunder, then Sublessee may, by
giving notice to Sublessor within ten (10)


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business days after Sublessor gives to Sublessee notice of its desire to elect
to remain in possession, terminate this Sublease, in which event the terms and
provisions of this Sublease regarding the parties' conduct upon the expiration
of the term hereof shall govern and control.

                  D. To the extent permitted by law, Sublessor hereby covenants
and agrees, for itself and on behalf of its successors and assigns, including,
without limitation, any debtor-in-possession or trustee in bankruptcy, that, if
it becomes the subject of a case under the Bankruptcy Code, it shall not reject
the Prime Lease pursuant to ss. 365 of the Bankruptcy Code without the express
prior written consent of Sublessee, which Sublessee may withhold, delay or
condition in its sole and absolute discretion.

            19. BROKERAGE. Sublessee and Sublessor represent to each other that
no broker or other person had any part, or was instrumental in any way, in
bringing about this Sublease, other than Julien J. Studley, Inc. (Sublessor's
broker) and Insignial ESG (Sublessee's broker) (collectively, the "Brokers").
Sublessee and Sublessor agree to indemnify, defend and hold each other harmless
from and against any costs and expenses (including, without limitation,
reasonable attorney's fees) resulting from any claim made by any broker or other
person (other than Brokers) for a brokerage commission, finder's fee or similar
compensation, by reason of or in connection with this Sublease, if such claim
shall arise by, through or on account of any act of the indemnifying party or
its representatives. In reliance on the foregoing representation, Sublessor has
agreed to pay the commission of Brokers, pursuant to separate agreement(s). The
provisions of this paragraph shall survive the expiration or earlier termination
of this Sublease.

            20. WAIVER OF JURY TRIAL AND RIGHT TO COUNTERCLAIM. Sublessor and
Sublessee hereby waive all right to trial by jury in any summary or other
action, proceeding or counterclaim arising out of or in any way connected with
this Sublease, the relationship of Sublessor and Sublessee, the Subleased
Premises (including the use and/or occupancy thereof) and any claim of injury or
damages with respect thereto. Sublessee also hereby waives all right to assert
or interpose a counterclaim in any summary proceeding or other action or
proceeding to recover or obtain possession of the Subleased Premises or for
nonpayment of Fixed Rent or Additional Charges, unless such counterclaim would
be permanently waived by Sublessee's failure to assert it in such proceeding.

            21. HOLDOVER.

                  A. If Sublessee remains in possession of the Subleased
Premises after the expiration or other termination of the term of this lease
(the "Expiration Date") without a new written lease or written extension of this
lease, (i) Sublessee shall be deemed a tenant at will, (ii) Sublessee shall
continue to pay the Fixed Rent and Additional Rent provided in this Sublease,
(iii) there shall be no renewal or extension of this Sublease by operation of
law, (iv) notwithstanding any


                                       10
<PAGE>

law, regulation, ordinance or governmental order to the contrary, such tenancy
at will may be terminated upon thirty (30) days' notice from Sublessor, and (v)
Sublessee shall be liable to Sublessor for the actual damages suffered and
expenses incurred by Sublessor on account of such holdover.

                  B. Notwithstanding anything in the preceding subsection (A) to
the contrary, the acceptance of any rent paid by Sublessee hereunder shall not
preclude Sublessor from commencing and prosecuting a holdover or summary
eviction proceeding, and the preceding subsection (A) shall be deemed to be an
"agreement expressly providing otherwise" within the meaning of Section 232-c of
the Real Property Law of the State of New York and any successor law of like
import. Moreover, Sublessee expressly waives, for itself and any Person claiming
through or under Sublessee, any rights under the provisions of Section 2201 of
the New York Civil Practice Law and Rules or any successor law of like import
then in force in connection with any holdover summary proceedings which
Sublessor may institute to enforce the foregoing provisions of this Section 21.

            22. SURRENDER. Sublessee shall, on the expiration or earlier
termination of this Sublease, comply with all the provisions of the Prime Lease
relating to the surrender of the Subleased Premises at the expiration of the
term of the Prime Lease. Sublessee agrees to reimburse Sublessor for all costs
and expenses incurred in removing and storing Sublessee's property, or repairing
any damage to the Subleased Premises caused by or resulting from Sublessee's
failure to comply with the provisions of this paragraph. The provisions hereof
shall survive the expiration of this Sublease.

            23. NO WAIVER. Sublessor's receipt and acceptance of Fixed Rent or
Additional Charges, or Sublessor's acceptance of performance of any other
obligation by Sublessee, with knowledge of Sublessee's breach of any provision
of this Sublease, shall not be deemed a waiver of such breach. No waiver by
Sublessor or Sublessee of any term, covenant or condition of this Sublease shall
be deemed to have been made unless expressed in writing and signed by the party
granting such waiver.

            24. SUCCESSORS AND ASSIGNS. The provisions of this Sublease, except
as herein otherwise specifically provided, shall extend to, bind and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

            25. LIABILITY OF SUBLESSOR. Sublessor, its officers, directors and
shareholders, disclosed and undisclosed, shall have no personal liability under
this Sublease. Sublessee shall look only to Sublessor's estate under the Prime
Lease or the proceeds thereof for the satisfaction of Sublessee's remedies for
the collection of a judgment (or other judicial process) requiring the payment
of money by Sublessor in the event of any default by Sublessor hereunder, and no
other property or assets of Sublessor or its officers, directors and
shareholders, disclosed or undisclosed, shall be subject to levy, execution or
other enforcement procedure for the satisfaction of Sublessee's remedies under
or with respect to this Sublease, the relationship of Sublessor and Sublessee
hereunder or Sublessee's use or occupancy of the Subleased Premises. If
Sublessee shall acquire a lien on such other property or assets by judgment or
otherwise, Sublessee shall promptly


                                       11
<PAGE>

release such lien by executing and delivering to Sublessor any instrument,
prepared by Sublessor at Sublessee's expense, required for such lien to be
released.

            26. INTERPRETATION. Irrespective of the place of execution or
performance, this Sublease shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed within the State of New York. The captions, headings and titles, if
any, in this Sublease are solely for convenience of reference and shall not
affect its interpretation. This Sublease shall be construed without regard to
any presumption or other rule requiring construction against the party causing
this Sublease to be drafted. Each covenant, agreement obligation or other
provision of this Sublease binding upon Sublessee shall be deemed and construed
as a separate and independent covenant of Sublessee, not dependent on any other
provision of this Sublease unless otherwise expressly provided. All terms and
words used in this Sublease, regardless of the number or gender in which they
are used, shall be deemed to include any other number and any other gender as
the context may require. The word "person" as used in this Sublease shall mean a
natural person or persons, a partnership, a corporation or any other form of
business or legal association or entity.

            27. CONSENT OF PRIME LESSOR UNDER PRIME LEASE. This Sublease shall
have no effect until Prime Lessor shall have given its written consent hereto in
accordance with the terms of the Prime Lease. Promptly after execution and
delivery hereof, Sublessor shall submit this Sublease to Prime Lessor for its
review. If Prime Lessor requests Sublessee to execute a commercially reasonable
written consent agreement with respect to this Sublease, Sublessee shall
promptly comply. The Prime Lessor shall not be deemed to have consented if it
conditions its consent on the imposition of new obligations on or the removal of
rights from Sublessor unless Sublessor agrees thereto in its sole discretion
provided the Prime Lease shall not be amended to effect such imposition or
removal without Sublessee's prior written consent, not to be unreasonably
withheld. If Prime Lessor does not give its consent to this Sublease for any
reason whatsoever, (i) Sublessor shall not be obligated to take any action to
obtain such consent unless such refusal to consent is in breach of the Prime
Lease, (ii) Sublessor and Sublessee each may elect to terminate this Sublease by
written notice to the other, whereupon this Sublease shall be deemed null and
void and of no effect (except for those provisions expressly stated herein to
survive a termination), and (iii) if this Sublease is so terminated and if
Sublessee is then in possession of all or any part of the Subleased Premises,
Sublessee shall immediately quit and surrender to Sublessor the Subleased
Premises, shall remove all of its property and repair all damage caused by such
removal and restore the Subleased Premises to the condition it was in prior to
such occupancy. Notwithstanding this Sublease being deemed null and void and of
no effect as set forth herein, if Sublessee is or was in possession of any part
of the Subleased Premises, Sublessee shall pay to Sublessor the Fixed Rent,
Additional Charges, and Tenant's Cost for electrical energy due under this
Sublease for the period prior to the Sublessee's quitting and surrendering the
Subleased Premises.

            28. SIGNS. Sublessee may not install any signs other than in
accordance with the restrictions of the Prime Lease. Sublessor shall request the
Prime Lessor to make available for


                                       12
<PAGE>

Sublessee's use the number of listings without charge reserved for Sublessor on
the lobby tenant directory board under Section 27.11 of the Prime Lease.

            29. NOTICES. Any notice hereunder shall be in writing and shall be
personally delivered (against a signed receipt therefor), transmitted by
telecopy (receipt confirmed), sent by postage prepaid registered or certified
mail (return receipt requested), or sent by overnight courier to the parties at
the addresses given in the recital hereto. Any party may change its address for
purposes hereof by notice to the other party. Copies of such notices, for
informational purposes only, shall be transmitted by mail to counsel to the
parties, as the parties may from time to time designate. As of the date hereof;
such counsel are deemed to be as follows:

                              Counsel for Sublessor:
                              Patterson, Belknap, Webb & Tyler LLP
                              1133 Avenue of the Americas
                              New York, New York 10036-6710
                              Attention: Robert J. Egan, Esq.
                              Telephone: (212) 336-2000
                              Facsimile: (212) 336-2222

                              Counsel for Sublessee:
                              Sherman & Sterling
                              599 Lexington Avenue
                              New York, New York 10022
                              Attention: Chris M. Smith, Esq.
                              Telephone: (212) 848-4000
                              Facsimile: (212) 848-7300

            30. INSURANCE. Section 7.05 of the Prime Lease, as incorporated
herein, is hereby modified to require Sublessee to procure a commercial general
liability insurance naming Sublessor as an additional insured with combined
single limit coverage of not less than Five Million Dollars ($5,000,000).

            31. SUBLESSEE'S WORK.

                  A. Sublessee expressly agrees to comply with the Prime Lease
provisions concerning alterations and "Work" and shall provide to Sublessor
photocopies of all submissions and correspondence relating to Sublessee's
architectural, engineering, and structural (if required) plans for the work
contemplated thereby (the "Sublessee Work"), together with copies of all
consents and approvals received from the Prime Lessor therefor.

                  B. Sublessor shall make a contribution to Sublessee with
respect to the Sublessee Work in an amount equal to THREE MILLION FIFTY-FOUR
THOUSAND NINETY and 00/100 Dollars ($3,054,090.00) (the "Sublessee Work
Allowance") on the terms and conditions


                                       13
<PAGE>

hereinbelow. The Sublessee Work Allowance shall be disbursed by Sublessor to
Sublessee upon Sublessee's delivery of the following: (i) a requisition
specifying the work, materials and services for which payment is requested,
together with bills from the general contractor and sub-contractors, suppliers
and consultants for such work, materials and services, (ii) the written
certification of Sublessee's architect to the effect that the amounts
requisitioned are proper in all material respects and that the work and
materials represented thereby have been installed substantially in accordance
with the approved plans, (iii) a written approval by Sublessee of its general
contractor's request for payment and (iv) partial or full conditional releases
of lien from the general contractor and any subcontractors hired to furnish,
install or supply material for any part of the construction.

                  C. Payments by Sublessor to Sublessee will be for ninety (90%)
percent of the approved requisitioned amount, made no more than once each month
within fifteen (15) business days after Sublessee's requisition package has been
received by Sublessor. In the event any mechanic's lien shall have been filed
relating to any work that has been performed by or for Sublessee, the amount
thereof may also be withheld from the payment until such lien has been removed
by bond or otherwise; provided, however, Sublessor shall promptly disburse the
amount withheld upon the bonding or other removal of such lien.

                  D. Upon the completion of the Sublessee Work, Sublessee shall
provide to Sublessor (i) the certificate of Sublessee's architect stating that
the Sublessee Work has been completed substantially in accordance with
Sublessee's Plans, (ii) an affidavit from the Sublessee's general contractor
that all sub-contractors and laborers for the Sublessee Work have been paid in
full and that all liens therefor that have been filed have been bonded,
discharged of record or waived, (iii) certificates and approvals required to be
obtained by Sublessee or Sublessee's architect with respect to the Sublessee
Work, that may be required by any governmental authority have been obtained and
copies given to Sublessor, (iv) conditional releases of lien with respect to the
payment being requested from the general contractor and any contractors or
subcontractors hired by Sublessee to supervise or perform any work within the
Subleased Premises and (v) such other documentation as Sublessor my reasonably
require. At such time as Sublessee shall have provided to Sublessor all of the
items referenced in clauses (i) through (v), Sublessor shall release to
Sublessee the portion of the Sublessee Work Allowance withheld pursuant to the
preceding paragraph.

                  E. Sublessee agrees that it will pay all amounts necessary to
fully complete all of the Sublessee Work to the extent the cost thereof exceeds
the Sublessee Work Allowance. The Sublessee Work Allowance may be used only for
the payment of architectural, engineering, construction management and other
consultant's fees as well as for all "hard costs", which hard costs shall
include aid forms of construction, alterations and decoration work permanently
included in the Subleased Premises provided, however, that no more than an
aggregate maximum of twenty (20%) percent of the Sublessee Work Allowance may be
used for any of the costs characterized herein as other than "hard costs."

                  F. Sublessee shall cause its general contractor and each
sub-contractor to carry personal injury and property damage and general
liability insurance for any occurrence in or


                                       14
<PAGE>

about the Building in a combined single limit of not less that Five Million
($5,000,000) Dollars. Before commencing any Sublessee Work or delivering
material to the Building, each subcontractor and the general contractor shall
deliver certificates evidencing such insurance to the Sublessor and naming
Sublessor, Prime Lessor, any mortgagee of the Building and the Building's
managing agent as insured parties under the policy. The general contractor and
each sub-contractor shall also carry workmen's compensation insurance in
statutory limits covering all persons employed in connection with the work for
death or injury.

                  C. If the Prime Lessor requires upon the expiration or earlier
termination of the Prime Lease that all or any portion of the Sublessee Work
must be removed and/or the Subleased Premises restored to its original
condition, Sublessee shall be solely responsible therefor and agrees to perform
such work and pay such costs as are necessary to so remove the Sublessee Work
and repair or restore the Subleased Premises.

            32. RECAPTURE OF ABATED RENT. If the Prime Lease shall be terminated
as a direct or indirect result of Sublessee's default hereunder, Sublessee shall
immediately reimburse Sublessor an amount equal to the then unamortized value
(determined on a straight-line basis calculated from the Rent Commencement Date
over the term hereof) of the actual rent abatement received by Sublessee for the
period(s) prior to the Rent Commencement Date and/or the Sublease Space Rent
Commencement Date, as applicable, which amount shall be in addition to, and not
in lieu of, any other damages to which Sublessor may be entitled as a result of
such breach by Sublessee.

            33. PRIME LESSOR REQUIREMENTS. Sublessor and Sublessee covenant and
agree that in the event of termination, re-entry, or dispossess by Prime
Landlord under the Prime Lease, Prime Lessor may, at its option, take over all
of the right, title, and interest of Sublessor under this Sublease, and
Sublessee shall, at Prime Lessor's option, attorn to Prime Lessor pursuant to
the then executory provisions of this Sublease, except that Prime Lessor shall
not (i) be liable for any previous act or omission of Sublessor hereunder, (ii)
be subject to any offset which theretofore accrued or may thereafter accrue to
Sublessee against Sublessor hereunder, or (iii) be bound by any previous
modification of this Sublease (except one to which the Prime Lessor has
consented) or by any prepayment of more than one (1) month's rent.

                 [INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]


                                       15
<PAGE>

            IN WITNESS WHEREOF, Sublessor and Sublesee have executed this
Sublease as of the day and year first above written.

                              SUBLESSOR:

                              GFT APPAREL CORP.

                              By: /s/ Wayne M. Marlowitz
                                  -----------------------------------
                                  Name: Wayne M. Marlowitz
                                  Title: Executive Vice President



                              SUBLESSEE:

                              CREDIT SUISSE FIRST BOSTON CORPORATION

                              By: /s/ Frank J. Bartolotta
                                  -----------------------------------
                                  Name: Frank J. Bartolotta
                                  Title: Director


                                       16
<PAGE>

                                   Exhibit A

                                  Prime Lease

                                 [See attached]

<PAGE>

================================================================================
                          STANDARD FORM OF STORE LEASE                      2/94
                    The Real Estate Board of New York, Inc.
================================================================================

      Agreement of Lease, made as of this 13th day of November, 2000, between
Metropolitan Life Insurance Company, a New York Corporation whose principal
place of business is One Madison Avenue, New York New York 10010, party of the
first part, hereinafter referred to as OWNER or LANDLORD Credit Suisse First
Boston Corporation, a Massachusetts corporation having an office at Eleven
Madison Avenue, New York, New York 10010, party of the second part, hereinafter
referred to as TENANT, Witnesseth: Owner hereby leases to Tenant and Tenant
hereby hires from Owner a portion of the lobby level arcade, know as Spaces A
and B, as shown cross hatched on Exhibit A, attached hereto and made a part here
In the building known as Eleven Madison Avenue (sometimes, hereinafter, the
"Building") In the Borough of Manhattan, City of New York, for the term of
approximately ten (10) years four (4) months (or until such term shall sooner
cease and expire as hereinafter provided) to commence on the date hereof (the
"Commencement Date") and terminate on the last day of the month in which the
tenth (10th) anniversary of the "Rent Commencement Date" (defined in Article 41)
occurs, both dates inclusive, at the annual rental rate set forth in Article 41
which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public an private, at the time of
payment, in equal monthly installments in advance on the first day of each month
during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first monthly installment(s) on the execution hereof (unless this lease
be a renewal).

      In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

      The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

Rent:

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

Occupancy:

      2. Tenant shall use and occupy demised premises for the "Permitted Retail
Use" (defined in Article 50) * and for no other purpose. Tenant shall at all
times conduct its business in a high grade and reputable manner, shall not
violate Article 37 hereof, and shall keep show windows and signs in a neat and
clean condition.

Alterations:

      3. Tenant shall make no changes in or to the demised premises of any
nature without Owner's prior written consent. Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant, at Tenant's
expense, may make alterations, installations, additions or improvement which are
non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
before making any alterations, additions, installations or improvements, at its
expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner and Tenant agrees to carry and will
cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien is filed against the demised premises, or
the building of which the same forms a part, for work claimed to have been done
for, or materials furnished to Tenant, whether or not done pursuant to this
article, the same shall be discharged by Tenant within 30 days thereafter at
Tenants expense, by payment or filing the bond required by law. All fixtures and
all paneling, partitions, railings and like installations, installed in the
premises at any time, either by Tenant or by Owner on Tenant's behalf, shall,
upon installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than twenty days prior to the dated fixed as the termination date of the lease,
elects to relinquish Owner's rights thereto and to have them removed by Tenant,
in which event, the same shall be removed from the premises by Tenant prior to
the expiration of the lease, at the Tenant's expense. Nothing in this article
shall be construed to give Owner title to or to prevent Tenant's removal of
trade fixtures, moveable office furniture and equipment, but upon removal of any
such from the premises or upon removal of other installation as may be required
by Owner, Tenant shall immediately and at its expense, repair and restore the
premises to the condition existing prior to installation and repair any damage
to the demised premises or the building due to such removal. All property
permitted or required to be removed by Tenant at the end of the term remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of the Owner, either be retained as Owner's property or may be removed
from the premises by Owner at Tenant's expense.

Repairs:

      4. Owner shall maintain and repair the public portions of the building,
both exterior and interior, except that if Owner allows Tenant to erect on the
outside of the building a sign or signs, or a hoist, lift or sidewalk elevator
for the exclusive use of Tenant, Tenant shall maintain such exterior
installations in a good appearance and shall cause the same to be operated in
good and workmanlike manner and shall make all repairs thereto necessary to keep
same in good order and condition, at Tenant's own cost and expense, and shall
cause the same to be covered by the insurance provided for hereafter in Article
8. Tenant shall, throughout the term of this lease, take good care of the
demised premises and the fixtures and appurtenances therein, and the sidewalks
adjacent thereto, and at its sole cost and expense, make all non-structural
repairs thereto as and when needed to preserve them in good working order and
condition, reasonable wear and tear, obsolescence and damage from the elements,
fire or other casualty, excepted. If the demised premises be or become infested
with vermin, Tenant shall at Tenant's expense, cause the same to be exterminated
from time to time to the satisfaction of Owner. Except as specifically provided
in Article 9 or elsewhere in this lease, there shall be no allowance to the
Tenant for the diminution of rental value and no liability on the part of Owner
by reason of inconvenience, annoyance or injury to business arising from Owner,
Tenant or others making or failing to make any repairs, alterations, additions
or improvements in or to any portion of the building including the erection or
operation of any crane, derrick or sidewalk shed, or in or to the demised
premises or the fixtures, appurtenances or equipment thereof. It is specifically
agreed that Tenant shall be not entitled to any set off or reduction of rent by
reason of any failure of Owner to comply with the covenants of this or any other
article of this lease. Tenant agrees that Tenant's sole remedy at law in such
instance will be by way of an action for damages for breach of contract. The
provisions of this Article 4 with respect to the making of repairs shall not
apply in the case of fire or other Casualty which are dealt with in Article 9
hereof.

Window Cleaning:

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

Requirements of Law, Firm Insurances:

      6. Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times comply with all present and future thereafter,
comply with all present and future laws, orders and regulations of all state,
federal, municipal and local governments, departments, commissions and boards*
and any direction of any public officer pursuant to law, and all orders, rules
and regulations of the New York Board of Fire Underwriters or the Insurance
Services Office, or any similar body which shall impose any violation, order or
duty upon Owner, or Tenant with respect to the demised premises, and with
respect to the portion of the sidewalk adjacent to the premises, if the premises
are on the street level, whether or not arising out of Tenant's use or manner of
use thereof, or with respect to the building, if arising out of Tenant's use or
manner of use of the premises or the building (including the use permitted under
the lease). Except as provided in Article 29 hereof, nothing herein shall
require Tenant to make structural repairs or structural alterations unless
Tenant has by its manner of use of the demises premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto. Tenant shall not do or permit any act

*including but not limited to Local Laws 5/73 and 16/84
<PAGE>

or thing to be done in or to the demised premises which is contrary to law, or
which will invalidate or be in conflict with public liability, fire or other
policies of insurance at any time carried by or for the benefit of Owner. Tenant
shall pay all costs, expenses, fines, penalties or damages, which may be imposed
upon Owner by reason of Tenant's failure to comply with the provisions of this
article. If the fire insurance rate shall, at the beginning of the lease or at
any time thereafter, be higher than it otherwise would be, then Tenant shall
reimburse Owner, as additional rent hereunder for that portion of all fire
insurance premiums thereafter paid by Owner which shall have been charged
because of such failure by Tenant, to comply with the terms of this article. In
any action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" of rate for the building or demised premises issued by a body making
fire insurance rates applicable to said premises shall be conclusive evidence of
the facts therein stated and of the several items and charges in the fire
insurance rate then applicable to said premises.

Subordination:

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

Tenant's Liability Insurance Property Loss, Damage, Indemnity:

      8. Owner or its agents shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the building, not for loss of or
damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its agents, servants or
employees. Owner or its agents will not be liable for any such damage caused by
other tenants or persons in, upon or about said building caused by operations in
construction of any private , public or quasi public work. Tenant agrees, at
Tenant's sole cost and expense, to maintain general public liability insurance
in standard form in favor of Owner and Tenant against claims for bodily injury
or death or property damage occurring in or upon the demised premises, effective
from the date Tenant enters into possession and during the term of this lease.
Such insurance shall be in an amount with the carriers acceptable to the Owner.
Such policy or policies shall be delivered to the Owner. On Tenant's default in
obtaining or delivering any such policy or policies or failure to pay the
charges therefor, Owner may secure or pay the charges for any such policy or
policies and charge the Tenant as additional rent therefor. Tenant shall
indemnify and save harmless Owner against and from all liabilities, obligations,
damages, penalties, claims, costs and expenses for which Owner shall not be
reimbursed by insurance, including reasonable attorneys fees, paid, suffered or
incurred as a result of any breach by the Tenant, Tenant's agent, contractors,
employees, invitees, or licenses, of any covenant on condition of this lease, or
the carelessness, negligence or improper conduct of the Tenant, Tenant's agents,
contractors, employees, invitees or licensees. Tenant's liability under this
lease extends to the acts and omissions of any subtenant, and any agent,
contractor, employee, invitee or licenses of any subtenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist or defend such
action or proceeding by counsel approved by Owner in writing, such approval not
to be unreasonably withheld.

Destruction, Fire, and Other Casualty:

      9. (a) If the demised premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give immediate notice thereof to Owner and
this lease shall continue in full force and effect except as hereinafter set
forth. (b) If the demised premises are partially damaged or rendered partially
unusable by fire or other casualty , the damages thereto shall be repaired by
and at the expense of Owner and the rent and other items of additional rent,
until such repair shall be substantially completed, shall be apportioned from
the day following the casualty according to the part of the premises which is
unusable. (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent and other items of additional
rent as hereinafter expressly provided shall be proportionately paid up to the
time of the casualty and thenceforth shall cease until the date when the
premises shall have been repaired and restored by Owner (or sooner reoccupied in
part by Tenant then rent shall be apportioned as provided in subsection (b)
above), subject to Owner's right to elect not to restore the same as hereinafter
provided. (d) If the demised premises are rendered wholly unusable or (whether
or not the demised premises are damaged in whole or in part) if the building
shall be so damaged that Owner shall decide to demolish it or rebuild it, then,
in any such events, Owner may elect to terminate this lease by written notice to
Tenant given within 90 days after such fire or casualty or 30 days after
adjustments of the insurance claim for such fire or casualty, whichever is
sooner, specifying a date for the expiration of the lease, which date shall not
be more than 60 days after the giving of such notice, and upon the date
specified in such notice the term of this lease shall expire as fully and
completely as if such date were the date set forth above for the termination of
this lease and Tenant shall forthwith quit, surrender and vacate the premises
without prejudice however, to Owner's rights and remedies against Tenant under
the lease provisions in effect prior to such termination, and any rent owning
shall be paid up to such date and any payments of rent made by Tenant which were
on account of any period subsequent to such date shall be returned to Tenant.
Unless Owner shall serve a termination notice as provided herein, Owner shall
make the repairs and restorations under the conditions of (b) and (c) hereof,
with all reasonable expedition subject to delays due to adjustment of insurance
claims, labor troubles and causes beyond Owner's control. After any such
casualty, Tenant shall cooperate with Owner's restoration by removing from the
premises as promptly as reasonably possible, all of Tenant's salvageable
inventory and movable equipment, furniture, and other property. Tenant's
liability for rent shall resume five (5) days after written notice from Owner
that the premises are substantially ready for Tenant's occupancy. (e) Nothing
contained herein above shall relieve Tenant from liability that may exist as a
result of damage from fire or other casualty. Notwithstanding the forgoing,
including Owner's obligation to restore under subparagraph (b) above, each party
shall look first to any insurance in its favor before making any claim against
the other party for recovery for loss or damage resulting from fire or other
casualty, and to the extent that such insurance is in force and collectable and
to the extent permitted by law, Owner and Tenant each hereby releases and waives
all right of recovery with respect to subparagraphs (b), (d) and (e) above,
against the other or any one claiming through or under each of them by way of
subrogation or otherwise. The release and waiver herein referred to shall be
deemed to include any loss or damage to the demised premises and/or to any
personal property, equipment, trade fixtures, goods and merchandise located
therein. The forgoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. Tenant acknowledges that Owner will
not carry insurance on Tenant's furniture and/or furnishings or any fixtures or
equipment, improvements, or appurtenances removable by Tenant and agrees that
Owner will not be obligated to repair any damage thereto or replace the same.
(f) Tenant hereby waives the provisions of Section 227 of the Real Property Law
and agrees that the provisions of this article shall govern and control in lieu
thereof.

Eminent Domain:

      10. If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose, then
and in that event, the term of the lease shall cease and terminate from the date
of title vesting in such proceeding and Tenant shall have no claim for the value
of any unexpired term of said lease. Tenant shall have the right to make an
independent claim to the condemning authority for the value of Tenant's moving
expenses and personal property, trade fixtures and equipment, provided Tenant is
entitled pursuant to the terms of the lease to remove such property, trade
fixtures and equipment at the end of the term and provided further such claim
does not reduce the Owner's award.

Assignment, Mortgage, Etc.:

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

Electric Current:

[GRAPHIC OMMITTED: POINTING FINGER]

      12. Tenant covenants and agrees that at all times its use of electric
current shall not exceed the capacity of existing feeders to the building or the
risers or wiring installation and Tenant may not use any electrical equipment
which, in Owner's opinion, reasonably exercised, will overload such
installations or interfere with the use thereof by other tenants of the
building. The change at any time of the character of electric service shall in
no wise make Owner liable or responsible to Tenant, for any loss, damages or
expenses which Tenant may sustain.

Access to Premises:

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

Vault, Vault Space, Area:

      14. No vaults, vault space or area, whether or not enclosed or covered,
not within the property line of the building is leased hereunder, anything
contained in or indicated on any sketch, blue print or plea, or anything
contained elsewhere in this lease to the contrary notwithstanding. Owner makes
no representation as to the location of the property line of the building.

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[GRAPHIC OMMITTED: POINTING FINGER] Rider to be added if necessary.
<PAGE>

All vaults and vault space and all such areas not within the property line of
the building, which Tenant may be permitted to use and/or occupy, is to be used
and/or occupied under a revocable license, and if any such license be revoked,
or if the amount of such space or area be diminished or required by any federal,
state or municipal authority or public utility, Owner shall not be subject to
any liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent, nor shall such revocation, diminution or requisition be
deemed constructive or actual eviction. Any tax, fee or charge of municipal
authorities for such vault shall be paid by Tenant.

Occupancy:

      15. Tenant will not at any time use or occupy the demised premises in
violation of Articles 2 or 37 hereof, or of the certificate of occupancy issued
for the building of which the demised premises are a part. Tenant has inspected
the premises and accepts them as is, subject to the riders annexed hereto with
respect to Owner's work, of any. In any event, Owner makes no representation as
to the condition of the premises and Tenant agrees to accept the same subject to
violations whether or not of record.

Bankruptcy:

      16. (a) Anything elsewhere in this lease to the contrary notwithstanding,
this lease may be cancelled by Landlord by the sending of a written notice to
Tenant within a reasonable time after the happening of anyone or more of the
following events: (1) the commencement of a case in bankruptcy or under the laws
of any state naming Tenant as the debtor; or (2) the making by Tenant of an
assignment or any other arrangement for the benefit of creditors under any state
statute. Neither Tenant nor any person claiming through or under Tenant, or by
reason of any statute or any order of court, shall thereafter be entitled to
possession of the premises demised but shall forthwith quit and surrender the
premises. If this lease shall be assigned in accordance with its terms, the
provisions of this Article 16 shall be applicable only to the party then owning
Tenant's interest in this lease.

      (b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premises for the same
period. In the computation of such damages the difference between any
installment of rent becoming due hereunder after the date of termination and the
fair and reasonable rental value of the demised premises for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be re-let by the Owner for the unexpired term of said lease, or any
part thereof before presentation of proof of any such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such re-letting
shall be deemed to be the fair and reasonable rental value for the part of the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such an amount be greater, equal to, or less than the amount of the
difference referred to above.

Default:

      17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or if
the demised premises become vacant or deserted; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if this lease be rejected under Section 365 of Title II of the U.S. Code
(Bankruptcy Code); or is Tenant shall fail to move into or take possession of
the premises within thirty (30) days after the commencement of the term of this
lease, of which fact Owner shall be the sole judge; then, in any one or more of
such events, upon Owner serving a written fifteen (15) days notice upon Tenant
specifying the nature of said default and upon the expiration of said fifteen
(15) days, if Tenant shall have failed to comply with or remedy such default, or
if the said default or omission complained of shall be of a nature that the same
cannot be cured or remedied within said fifteen (15) day period, and if Tenant
shall not have diligently commenced curing such default, within such fifteen
(15) day period, and shall not thereafter with reasonable diligence and in good
faith proceed to remedy or cure such default, then Owner may serve a written
five (5) days notice of cancellation of this lease upon Tenant, and upon the
expiration of said five (5) days this lease and the term thereunder shall end
and expire as fully and completely as if the expiration of such five (5) day
period were the day herein definitely fixed for the end and expiration of this
lease and the term thereof and Tenant shall then quit and surrender the demised
premises to Owner but Tenant shall remain liable as hereinafter provided.

      (2) If the notice provided for in (1) hereof shall have been given, and
the term shall expire as a foresaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end.

Remedies of Owner and Waiver of Redemption:

      18. In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings or otherwise, (a) the rent, and additional rent, shall
become due thereupon and be paid up to the time of such re-entry, dispossess
and/or expiration. (b) Owner may re-let the premises or any part or parts
thereof, either in the name of Owner or otherwise, for a term of terms, which
may at Owner's option be less than or exceed the period which would otherwise
have constituted the balance of the term of this lease and may grant concessions
or free rent or charge a higher rental than that in this lease, and/or (c)
Tenant or the legal representatives of the Tenant shall also pay Owner as
liquidated damages for the failure of Tenant to observe and perform said Tenants
covenants herein contained, any deficiency between the rent hereby reserved
and/or covenanted to be paid and the net amount, if any, of the rents collected
on account of the subsequent lease or leases of the demised premises for each
month of the period which would otherwise have constituted the balance of the
term of this lease. The failure of Owner to re-let the premises or any part or
parts thereof shall not release or affect Tenant's liability for damages. In
computing such liquidated damages there shall be added to the said deficiency
such expenses as Owner may incur in connection with re-letting, such as legal
expenses, reasonable attorney's fees, brokerage, advertising and for keeping the
demised premises in good order or for preparing the same for re-letting. Any
such liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease. Owner, in putting the demised premises in good
order or preparing the same for re-rental may, at Owner's option, make such
alterations, repairs, replacements, and/or decorations in the demised premises
as Owner, in Owner's sole judgement, considers advisable and necessary for the
purpose of re-letting the demised premises, and the making of such alterations,
repairs, replacements, and/or decorations shall not operate or be construed to
release Tenant from liability. Owner shall in no event be liable in any way
whatsoever for failure to re-let the demised premises, or in the event that the
demised premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rent collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant or any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy shall not preclude Owner from any other remedy,
in law or equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws.

Fees and Expenses:

      19. If Tenant shall default in the observance or performance of any term
or covenant on Tenant's part to be observed or performed under or by virtue of
any of the terms or provisions in any article of this lease, after notice if
required and upon expiration of any applicable grace period if any, (except in
an emergency), then, unless otherwise provided elsewhere in this lease, Owner
may immediately or at any time thereafter and without notice perform the
obligation of Tenant thereunder, and if Owner, in connection therewith or in
connection with any default by Tenant in the covenant to pay rent hereunder,
makes any expenditures or incurs any obligations for the payment of money,
including but not limited to reasonable attorney's fees, in instituting,
prosecuting or defending any actions or proceeding and prevails any such action
or proceeding, such sums paid or obligations incurred with interest and costs
shall be deemed to be additional rent hereunder and shall be paid by Tenant to
Owner within ten (10) days of rendition of any bill or statement to Tenant
therefor, and if Tenant's lease term shall have expired at the time of making
such expenditures or incurring such obligations, such sums shall be recoverable
by Owner as damages.

No Representations by Owner:

      20. Neither the Owner or Owner's agent have made any representations or
promises with respect to the physical condition of the building, the land upon
which it is erected or the demised premises, the rents, leases, expenses of
operation, or any other matter or thing affecting or related to the premises
except as herein expressly set forth and no rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth in
the provisions of this lease. Tenant has inspected the building and the demised
premises and is thoroughly acquainted with their condition, and agrees to take
the same "as is" and acknowledges that the taking of possession of the demises
premises by Tenant shall be conclusive evidence that the said premises and the
building of which the same form a part were in good and satisfactory condition
at the time such possession was so taken. All understandings and agreements
heretofore made between the parties hereto are merged in this contract, which
alone fully and completely expresses the agreement between Owner and Tenant and
any executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part, unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

End of Term:

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

Quiet Enjoyment:

      22. Owner covenants and agrees with Tenant that upon Tenant paying the
rent and additional rent and observing and performing all the terms, covenants
and conditions, on Tenant's part to be observed and performed, Tenant may
peaceably and quietly enjoy the premises hereby demised, subject, nevertheless,
to the terms and conditions of this lease including, but not limited to, Article
33 hereof and to the ground leases, underlying leases and mortgages hereinbefore
mentioned.

Failure to Give Possession:

      23. If Owner is unable to give possession of the demised premises on the
date of the commencement of the term hereof, because of the holding-over or
retention of possession of any tenant, undertenant or occupants, or if the
premises are located in a building being constructed, because such building has
not been sufficiently completed to make the premises ready for occupancy or
because of the fact that a certificate of occupancy has not been procured or for
any other reason, Owner shall not be subject to any liability for failure to
give possession on said date and the validity of the lease shall not be impaired
under such circumstances, nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for the inability to obtain possession or complete
construction) until after Owner shall have give Tenant written notice that the
Owner is able to deliver possession in the condition required by this lease. If
permission is given to Tenant to enter into the possession of the demised
premises or to occupy premises other than the demised premises prior to the date
specified as the commencement of the term of this lease, Tenant covenants and
agrees that such possession and/or occupancy shall be deemed to be under all the
terms, covenants, conditions and provisions of this lease except the obligation
to pay the fixed annual rent set forth in page
<PAGE>

one of this lease. The provisions of this article are intended to constitute "an
express provision to the contrary" within the meaning of Section 223-a of the
New York Real Property Law.

No Waiver:

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

Waiver of Trial by Jury:

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

Inability to Perform:

      26. This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment,
fixtures or other materials if Owner is prevented or delayed from so doing by
reason of strike or labor troubles, government preemption or restrictions or by
reason of any rule, order or regulation of any department or subdivision thereof
of any government agency or by reason of the conditions of which have been or
are affected, either directly or indirectly, by war or other emergency, or when,
in the judgement of Owner, temporary interruption of such services is necessary
by reason of accident, mechanical breakdown, or to make repairs, alterations or
improvements.

Bills and Notices:

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

Sprinklers:

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

Elevators, Heat, Cleaning:

      30. As long as Tenant is not in default under any of the covenants of this
lease beyond the applicable grace period provided in this lease for the curing
of such defaults, Owner shall, if and insofar as existing facilities permit
furnish heat to the demised premises, when and as required by law, on business
days from 8:00 a.m. to 6:00 p.m. Tenant shall, at Tenant's expense, keep demised
premises clean and in order, to the satisfaction to Owner; however, the removal
of refuse and rubbish by others shall be subject to such rules and regulations
as, in the judgment of Owner, are necessary for the proper operation of the
building.

Captions:

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

Definitions:

      33. The term "Owner" as used in this lease means only the Owner, or the
mortgages in possession, for the time being of the land and building (or the
Owner of a lease of the building or of the land and building) of which the
demised premises form a part, so that in the event of any sale or sales of said
land and building or of said lease, or in the event of a lease of said building,
or of the land and building, the said Owner shall be and hereby is entirely
freed and relieved of all covenants and obligations of Owner hereunder, and it
shall be deemed and construed without further agreement between the parties of
their successors in interest, or between the parties and the purchaseR, at any
such sale, or the said lessee of the building, or of the land and building, that
the purchaser or the lessee of the building has assumed and agreed to carry out
any and all covenants and obligations of Owner hereunder. The words "re-enter"
and "re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays,
Sundays and all days designated as holidays by the applicable building service
union employees service contact or by the applicable Operating Engineers
contract with respect to HVAC service. Wherever it is expressly provided in this
lease that consent shall not be unreasonably withheld, such consent shall not be
unreasonable delayed.

Adjacent Excavation-Shoring:

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

Rules and Regulations:

      35. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with the Rules and
Regulations and such other and further reasonable Rules and Regulations as Owner
or Owner's agents may from time to time adopt. Notice of any additional rules or
regulations shall be given in such manner as Owner may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Owner or Owner's agents, the

----------

<PAGE>

parties hereto agree to submit the question of the reasonableness of such Rule
or Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice in writing upon Owner within fifteen (15) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Owner any duty or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other tenant and Owner shall not be liable to Tenant for violation of the same
by any other Tenant, its servants, employees, agents, visitors or licensees.

Pornographic Uses Prohibited:

      37. Tenant agrees that the value of the demised premises and the
reputation of the Owner will be seriously injured if the premises are used for
any obscene or pornographic purposes or any sort of commercial sex
establishment. Tenant agrees that Tenant will not bring or permit any obscene or
pornographic material on the premises, and shall not permit or conduct any
obscene, nude, or semi-nude live performances on the premises, nor permit use of
the premises for nude modeling, rap sessions, or as a so called rubber goods
shop, or as a sex club of any sort, or as a "massage parlor." Tenant agrees
further that Tenant will not permit any of these uses by any sublessee or
assignee or the premises. This Article shall directly bind any successors in
interest to the Tenant. Tenant agrees that if at any time Tenant violates any of
the provisions of this Article, such violation shall be deemed a breach of a
substantial obligation of the terms of this lease and objectionable conduct.
Pornographic material is defined for purposes of this Article as any written or
pictorial manner with prurient appeal or any objects of instrument that are
primarily concerned with lewd or prurient sexual activity. Obscene material is
defined here as it is in Penal law Section 235.00.

Estoppel Certificate:

      38. Tenant, at any time, and from time to time, upon at least 10 days
prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
certifying that this lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates which the rent and
additional rent have been paid, and stating whether or not there exists any
defaults by Owner under this lease, and, if so, specifying each such default.

Successors and Assigns:

      39. The covenants, conditions and agreements contained in this lease shall
bind and inure to the benefit of Owner and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns. Tenant shall look only to Owner's estate
and interest in the land and building for the satisfaction of Tenant's remedies
for the collection of a judgment (or other judicial process) against Owner in
the event of any default by Owner hereunder, and no other property or assets of
such Owner (or any partner, member, officer or director thereof, disclosed or
undisclosed), shall be subject to levy, execution or other enforcement procedure
for the satisfaction of Tenant's remedies under or with respect to this lease,
the relationship of Owner and tenant hereunder, or Tenant's use and occupancy of
the demised premises.

Rider Articles 40 through and including 56 attached hereto and made a part
hereof; in case of conflict between the printed portions of this Lease with the
rider portion, the rider shall prev

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

                                      Metropolitan Life Insurance Company


Witness for Owner                     ------------------------------------------

                                                  /s/ [Illegible]
----------------------------------    ------------------------------------------
                                              Assistant Vice President
                                        Credit Suisse First Boston Corporation


Witness for Tenant                    ------------------------------------------


                                                  /s/ [Illegible]
-----------------------------------   ------------------------------------------
                                                 Managing Director

                                ACKNOWLEDGEMENTS

CORPORATE OWNER
STATE OF NEW YORK,
County of

      On this        day of         , 19       , before me personally came
                 to me known, who being by me duly sworn, did depose and say
that he resides in        that he is the        of       , the corporation
described in and which executed the foregoing instrument, as OWNER; that he
knows the seal of said corporation; the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation, and that he signed his name thereto by like order.

                                                  ------------------------------

CORPORATE TENANT
STATE OF NEW YORK,
County of

      On this         day of         , before me personally came         to me
known, who being by me duly sworn, did depose and say that he resides in
that he is the        of          , the corporation described in and which
executed the foregoing instrument, as TENANT; that he knows the seal of said
corporation; the seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said corporation, and that
he signed his name thereto by like order.

                                                  ------------------------------

INDIVIDUAL OWNER
STATE OF NEW YORK,
County of

      On this        day of       , before me personally came        to be
known and known to me to be the individual described in and who, as OWNER,
executed the foregoing instrument and acknowledged to me that he executed the
same.

                                                  ------------------------------

INDIVIDUAL TENANT
STATE OF NEW YORK,
County of

      On this        day of       , before me personally came        to be
known and known to me to be the individual described in and who, as
TENANT, executed the foregoing instrument and acknowledged to me that he
executed the same.

                                                  ------------------------------
<PAGE>

                                    GUARANTY

The undersigned Guarantor guarantees to Owner, Owner's successors and assigns,
the full performance and observance of all the agreements to be performed and
observed by Tenant in the attached Lease, including the "Rules and Regulations"
as therein provided, without requiring any notice to Guarantor of nonpayment, or
nonperformance, or proof, or notice of demand, to hold the undersigned
responsible under this guaranty, all of which the undersigned hereby expressly
waives and expressly agrees that the legality of this agreement and the
agreements of the Guarantor under this agreement shall not be ended, or changed
by reason of the claims to Owner against Tenant or any of the rights or remedies
given to Owner as agreed in the attached Lease. The Guarantor further agrees
that this guaranty shall remain and continue in full force and effect as to any
renewal, change or extension of the Lease. As a further inducement to Owner to
make the Lease Owner and Guarantor agree that in any action or proceeding
brought by either Owner or the Guarantor against the other on any matters
concerning the Lease or of this guaranty that Owner and the undersigned shall
and do waive trial by jury.

Dated:______________________________________________________________      19____

________________________________________________________________________________
Guarantor

________________________________________________________________________________
Witness

________________________________________________________________________________
Guarantor's Residence

________________________________________________________________________________
Business Address

________________________________________________________________________________
Firm Name

STATE OF NEW YORK      ) ss.:

COUNTY OF              )

On this        day of        , before me personally came _____________________
to me known and known to me to be the individual described in and who
executed the foregoing Guaranty and acknowledged to me that he executed the
same.

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

           [GRAPHIC OMITTED] IMPORTANT - PLEASE READ [GRAPHIC OMITTED]

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

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than for ingress to and egress from the
demised premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Owner. There shall not be used in any space, or in the public hall of the
building, either by any tenant or by jobbers, or others in the delivery or
receipt of merchandise, any hand trucks except those equipped with rubber tires
and safeguards.

2.

3. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed.

4. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the demised premises, or permit or suffer the demised
premises to be occupied or used in a manner offensive or objectionable to Owner
or other occupants of the building by reason of noise, odors and/or vibrations
or interfere in any way with other Tenants or those having business therein.

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

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

7. Freight, furniture, business equipment, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only through the
service entrances and corridors, and only during hours and in a manner approved
by Owner. Owner reserves the right to inspect all freight to be brought into the
building and to exclude from the building all freight which violates any of
these Rules and Regulations or the least of which these Rules and Regulations
are a part.

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

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

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

11. Tenant shall not place a load on any floor of the demised premises exceeding
the floor load per square foot area which it was designed to carry and which is
allowed by law. Owner reserves the right to prescribe the weight and position of
all safes, business machines and mechanical equipment. Such installations shall
be placed and maintained by Tenant at Tenant's expense in setting sufficient in
Owner's judgement to absorb and prevent vibration, noise and annoyance.

12. Refuse and Trash - Tenant covenants and agrees, at its sole cost and
expense, to comply with all present and future laws, orders and regulations of
all state, federal, municipal and local governments, departments, commissions
and boards regarding the collection, sorting, separation and recycling of waste
products, garbage, refuse and trash. Tenant shall pay all costs, expenses,
fines, penalties or damages that may be imposed on Owner or Tenant by reason of
Tenant's failure to comply with the provisions of this Building Rule 12, and, at
Tenant's sole cost and expense, shall indemnify, defend and hold Owner harmless
(including reasonable legal fees and expenses) from and against any actions,
claims and suits arising from such non-compliance, utilizing counsel reasonably
satisfactory to Owner.


[ILLEGIBLE]

[ILLEGIBLE]

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

                                       TO

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

                                STANDARD FORM OF

[SEAL]                                STORE                               [SEAL]
                                      LEASE

                      [ILLEGIBLE] Board of New York, Inc.
                    (C) Copyright 1994. All Rights Reserved.
                  Duplication in whole or in part prohibited.

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

[ILLEGIBLE]                                               19

Effective Year

[ILLEGIBLE]

[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]

[ILLEGIBLE]_____________________________________________________________________

[ILLEGIBLE]_____________________________________________________________________

[ILLEGIBLE]_____________________________________________________________________

[ILLEGIBLE]_____________________________________________________________________

================================================================================
<PAGE>

EXHIBIT A

                               Park Avenue South

                                                                OWNER:

[LOGO] RETAIL PLAN -- FIRST FLOOR                               [LOGO]MetLife(R)

                                  [MAP OMITTED]