<PAGE>

                                                                   Exhibit 10.28

                               AGREEMENT OF LEASE

                                    Between

                 METROPOLITAN LIFE INSURANCE COMPANY, Landlord

                                      And

                      CS FIRST BOSTON CORPORATION, Tenant

                       Premises in Eleven Madison Avenue
                            New York, New York 10010

                              Dated: July 28, 1995

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                               TABLE OF CONTENTS
Article                                                            Page No
-------                                                            -------

1   RENT...............................................................  4
2   OCCUPANCY..........................................................  6
3   ALTERATIONS AND INSTALLATIONS...................................... 11
4   REPAIRS............................................................ 22
5   REQUIREMENTS OF LAW................................................ 25
6   SUBORDINATION...................................................... 27
7   PROPERTY--LOSS, DAMAGE, REIMBURSEMENT.............................. 29
8   DESTRUCTION--FIRE OR OTHER CAUSE................................... 36
9   EMINENT DOMAIN..................................................... 39
10  ASSIGNMENT, ETC.................................................... 41
11  ACCESS TO DEMISED PREMISES......................................... 56
12  CERTIFICATE OF OCCUPANCY........................................... 58
13  INTENTIONALLY DELETED.............................................. 59
14  DEFAULT............................................................ 59
15  REMEDIES OF LANDLORD: WAIVER OF REDEMPTION......................... 62
16  FEES AND EXPENSES.................................................. 64
17  NO REPRESENTATIONS BY LANDLORD..................................... 65
18  END OF TERM........................................................ 65
19  QUIET ENJOYMENT.................................................... 66
20  DEFINITIONS........................................................ 66
21  ADJACENT EXCAVATION--SHORING....................................... 70
22  RULES AND REGULATIONS.............................................. 71
23  NO WAIVER; ENTIRE AGREEMENT........................................ 72
24  WAIVER OF TRIAL BY JURY............................................ 73


                                       i
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Article                                                            Page No
-------                                                            -------

25  INABILITY TO PERFORM.............................................. 73
26  NOTICES........................................................... 75
27  SERVICES.......................................................... 76
28  TAX INCREASE PAYMENTS............................................. 89
29  OPERATING EXPENSE INCREASE PAYMENTS............................... 95
30  ELECTRIC ENERGY................................................... 103
31  COMMENCEMENT OF THE TERM.......................................... 107
32  TENANT'S WORK, ETC................................................ 109
33  INTENTIONALLY DELETED............................................. 116
34  OPTION FOR ADDITIONAL SPACE....................................... 116
35  NAME OF BUILDING.................................................. 119
36  INVALIDITY OF ANY PROVISION....................................... 120
37  CAPTIONS.......................................................... 121
38  ESTOPPEL CERTIFICATE.............................................. 121
39  MORTGAGE RIGHTS................................................... 122
40  BROKER............................................................ 123
41  RENEWAL OPTIONS................................................... 123
42  COMPUTATION OF BASIC ANNUAL RENT FOR
    EXTENSION TERMS AND FOR OPTION SPACE.............................. 130
43  RIGHT OF FIRST OFFER.............................................. 133
44  MISCELLANEOUS..................................................... 139
45  NOT AN EMPLOYEE BENEFIT PLAN...................................... 146
46  IDA INDEMNITY..................................................... 146
47  SUCCESSORS AND ASSIGNS............................................ 147


                                       ii
<PAGE>

EXHIBIT A       Floor Plans
EXHIBIT A-1     Tenant's Exclusive Shaftways, Landlord's Exclusive Shaftways and
                Non-Exclusive Shaftways
EXHIBIT A-2     Location of Roof Communication Installation
EXHIBIT B       Rules and Regulations
EXHIBIT C       Cleaning Specifications
EXHIBIT D       Legal Description of Land
EXHIBIT E       Base Building Upgrade Work and Special Base Building Upgrade
                Work
EXHIBIT F       List of Tenant's Mechanical, Electrical and Plumbing
                Infrastructure Plans and Specifications
EXHIBIT G       Space Measurements
EXHIBIT G-1     Standards of Measurements
EXHIBIT H       Description of Access Condition, Milestone Condition and
                Substantial Completion and List of Access Dates, Milestone Dates
                and Substantial Completion Dates
EXHIBIT I       Tenant's Exterior Sign Areas
EXHIBIT J       The Tunnel
EXHIBIT K       Form of Subordination, Non-Disturbance and Attornment Agreement
EXHIBIT L       Eighth Floor Option Space and Eighth Floor Access Space
EXHIBIT L-1     Location of Elevator Pit on the 7th Floor
EXHIBIT M       Existing Certificate of Occupancy for the Building
EXHIBIT N       Intentionally Deleted
EXHIBIT 0       Tenant's Identification Signage
EXHIBIT P       Dedicated Passenger Elevators, Freight Elevators, Escalators and
                Exclusive Loading Dock

Schedule I      IDA Indemnity


                                      iii
<PAGE>

      AGREEMENT OF LEASE made as of this 28th day of July, 1995 between
METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation with an office at
One Madison Avenue, New York, New York 10010, hereinafter referred to as
"Landlord", and CS FIRST BOSTON CORPORATION, a Massachusetts corporation with an
office at 55 East 52nd Street, New York, New York 10055-0186, hereinafter
referred to as "Tenant".

                              W I T N E S S E T H:

      Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord,
upon and subject to the covenants, agreements, terms, provisions and conditions
of this Lease, for the term and at the rent hereinafter stated, in the building
at 12. Madison Avenue, in the Borough of Manhattan, City of New York, State of
New York (hereinafter referred to as the "Building"), the premises (the "demised
premises") delineated on Exhibit A attached hereto and made a part hereof,
consisting of:

            (i) a portion of the lobby set forth on Exhibit A and the entire
rentable area of the 2nd floor through, and including, the 7th floor of the
Building (hereinafter collectively referred to as the "Pedestal Space")
comprising five hundred fifty-eight thousand six hundred sixteen (558,616)
rentable square feet of space;

            (ii) the entire rentable area of the 22nd floor through, and
including, the 28th floor of the Building (hereinafter collectively referred to
as the "Tower Space") comprising three hundred thirty-two thousand four hundred
twenty-four (332,424) rentable square feet of space;

            (iii) the entire rentable area of Concourse Level B-1 and the
portion of Concourse Level B-2 of the Building set forth on Exhibit A but
excluding the portion of the air space designated the "Bridge To Freight
Elevator" as set forth on Exhibit A (hereinafter collectively referred to as the
"Concourse Space") comprising one hundred ninety-five thousand two hundred
sixteen (195,216) rentable square feet of space; and

            (iv) the portions of Concourse Levels B-2, B-3 and B-4 and the
portions of the 3rd and 29th floors of the Building set forth on Exhibit A
(hereinafter collectively referred to as the "Mechanical Space" and also
referred to in Exhibit G as "CSFB Mechanical Area") comprising thirty thousand
five hundred seventeen (30,517) rentable square feet of space;

      TOGETHER WITH (a) such additional space as Tenant may, pursuant to the
terms and conditions of this Lease, hereafter lease at the Building (when so
added to the demised premises


<PAGE>

pursuant to Articles 34 or 43 of this Lease) and (b) the use of a portion of the
roof of the Building as set forth on Exhibit A-2 and as provided in Article 44
less (C) such space as may be deleted from the demised premises pursuant to any
provision of this Lease (when so deleted pursuant to Articles 9, 10 or 41 of
this Lease). It is expressly understood and agreed that no Building shaftways
(other than Tenant's exclusive shaftways), Building elevator shafts or Building
stairways, shall be deemed part of the demised premises.

      Tenant shall, subject to the terms and conditions of the Lease, have, as
appurtenant to the demised premises, the non-exclusive right to use in common
with others designated by Landlord those portions of the Building and the Land
not leased or designated for lease to, or exclusive use by, other tenants,
Landlord or Landlord's Affiliates, as such term is hereinafter defined, and that
are provided by Landlord for use in common by Landlord, Landlord's Affiliates,
Tenant and other tenants of the Building and the Land, whether or not such area
is open to the general public (the "Common Areas").

      Subject to good engineering practice and reasonable rules and regulations
to be promulgated by Landlord, Tenant and Landlord (for itself and on behalf of
tenants of Landlord other than Tenant) shall, to the extent shown on Exhibit
A-1, each have the right in common to use the vertical shaftways and risers
running through the Building for the purposes reflected or shown on Drawings and
Specifications, as such term is hereinafter defined, and' the exclusive right to
use the shaftways and risers shown on Exhibit A-1 and identified thereon as
reserved for the exclusive use of Landlord or Tenant, as the case may be.
Notwithstanding the fact that Exhibit A-1 hereof designates certain shaftways as
reserved for the exclusive use of Landlord, Landlord and Tenant acknowledge that
certain risers which exclusively service the demised premises and are shown on
the Drawings and Specifications are to be located within Landlord's exclusive
shaftways as shown on said Drawings and Specifications, and that Tenant shall
have the exclusive right to use such risers for as long as the same shall
exclusively service the demised premises. If Tenant's right of use and access to
the items referred to in the preceding sentence shall reasonably require
Tenant's entry into any rentable area of the Building other than the demised
premises, Landlord shall, subject to the terms and conditions of the lease for
such other area and the reasonable conditions which may be imposed by the tenant
of such other area, arrange such entry, and if such other lease does not permit
Tenant such access right, then Landlord, to the extent it has an access right to
such areas, shall exercise such right in favor of Tenant to the extent
permissible.


                                       2
<PAGE>

      The Pedestal Space and the Tower Space are hereinafter collectively
referred to as the "Above Grade Space". The Concourse Space and the Mechanical
Space are hereinafter collectively referred to as the "Below Grade Space". The
6th floor, which comprises part of the Pedestal Space, is hereinafter referred
to as the "6th Floor Space". The number of rentable square feet of each of the
Pedestal Space, Tower Space, Concourse Space and Mechanical Space as
respectively recited above have been agreed upon by Landlord and Tenant as being
the agreed upon size of each of said spaces. Further, Landlord and Tenant
acknowledge, ratify and confirm that each of the measurements set forth in
Exhibit G and the measurement methodology set forth in Exhibit G-l have also
been agreed upon and that such methodology shall continue to be used in
connection with any measurement of the demised premises and the Building for any
purpose under this Lease.

      The term of this Lease shall be for a term expiring at the expiration of
the (i) tenth (10th) Lease Year (as such term is hereinafter defined), as it
relates to the Tower Space, and (ii) twentieth (20th) Lease Year, as it relates
to the Pedestal Space, Concourse Space and Mechanical Space, or, in either case,
at such earlier or later date on which the term shall end pursuant to the terms
of this Lease or pursuant to law, at a basic annual rent for the:

            (A) Pedestal Space of (i) Eight Million Seven Hundred Ninety-eight
Thousand Two Hundred Two ($8,798,202) Dollars for each of Lease Years 1 through
5, (ii) Ten Million Four Hundred Seventy-four Thousand Fifty ($10,474,050)
Dollars for each of Lease Years 6 through 10, (iii) Twelve Million One Hundred
Forty-Nine Thousand Eight Hundred Ninety-eight ($12,149,898) Dollars for each of
Lease Years 11 through 15 and (iv) Thirteen Million Eight Hundred Twenty-five
Thousand Seven Hundred Forty-six ($13,825,746) Dollars for each of Lease Years
16 through 20;

            (B) Tower Space of (i) Seven Million Five Hundred Sixty-two Thousand
Six Hundred Forty-six ($7,562,646) Dollars for each of Lease Years 1 through 5
and (ii) Eight Million Five Hundred Fifty-nine Thousand Nine Hundred Eighteen
($8,559,918) Dollars for each of Lease Years 6 through 10; and

            (C) Below Grade Space of (i) One Million Five Hundred Eighty
Thousand One Hundred Thirty ($1,580,130) Dollars each of Lease Years 1 through
5, (ii) Two Million Thirty-one Thousand Five Hundred Ninety-seven ($2,031,597)
Dollars for each of Lease Years 6 through 10, (iii) Two Million Four Hundred
Eighty-three Thousand Sixty-three ($2,483,063) Dollars for each of Lease Years
11 through 15 and (iv) Two Million Nine Hundred Thirty-four Thousand Five
Hundred Twenty-nine ($2,934,529) Dollars for each of Lease Years 16 through 20.


                                       3
<PAGE>

      Tenant also agrees to pay to Landlord, in addition to, and not in
substitution of, basic annual rent, or any item of additional rent or other
charge payable under this Lease, Special Additional Rent, as such term is
hereinafter defined, in the amount and on the basis hereinafter provided.

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

                                   ARTICLE 1.

                                      RENT

      1.01. Tenant shall pay the basic annual rent and additional rent as above
and as hereinafter provided. Tenant agrees to pay said basic annual rent in
equal monthly installments in advance on the first day of each calendar month
during said term, together with all additional rent, including, without
limitation, Special Additional Rent, and other charges due or payable under this
Lease, in lawful money of the United States, at the office of Landlord or such
other place in the United States of America as Landlord may designate, without
any setoff, deduction or abatement whatsoever, except as expressly provided
otherwise in this Lease. At Landlord's option such payments shall be made by
wire transfer of immediately available Federal funds to such account as Landlord
shall designate in writing to Tenant. The individual dates on which this Lease
commences on a particular portion of the premises hereby demised or, from time
to time, to be hereafter included under the demise of this Lease, shall be
referred to herein as the "Commencement Date" for the particular portion of the
demised premises to which it relates. The Commencement Date for any particular
portion of the demised premises shall be the date that Landlord tenders delivery
of possession of such space (on a floor by floor basis) to Tenant in the Access
Condition, as such term is defined in Exhibit H or the date upon which Landlord
would have tendered delivery of possession of such portion of the Premises in
the Access Condition but for any Tenant Delays (as such term is defined in
Section 31.03 hereof). Subject to the provisions of Section 31.03 hereof, the
basic annual rent and additional rent, including without limitation, those
payable under Articles 28 and 29 hereof required to be paid by Tenant hereunder
with respect to the demised premises shall commence on May 1, 1997 (the "Rent
Commencement Date"). If Tenant shall occupy any portion of the demised premises
prior to the Rent Commencement Date for the purpose of testing and operating
Tenant's equipment therein (but not for the conduct of Tenant's business) Tenant
shall pay all electricity charges in respect of such floors, other than
electricity needed for the operation of construction equipment.


                                       4
<PAGE>

If Tenant shall occupy any portion of the demised premises prior to the Rent
Commencement Date for the conduct of Tenant's business, then Tenant shall pay
all charges which would be payable by Tenant under this Lease (other than basic
annual rent and Special Additional Rent) in respect only of such space as if the
Rent Commencement Date had occurred. The additional rent payable on the demised
premises shall commence on the earlier of the (i) Rent Commencement Date or (ii)
the occupancy by Tenant of each such particular portion for business purposes,
it being understood and agreed that occupancy of any portion of any floor of the
demised premises by Tenant for business purposes shall be, and be deemed to be,
occupancy by Tenant of the entire floor (or the portion thereof leased by Tenant
as the case may be), it being further agreed that the performance of the
Additional Work only shall not be deemed to be occupancy for business purposes
and that the use of the second (2nd) floor of the Building (Tenant's technology
floor) by Tenant solely for testing of its equipment and parallel processing of
information and associated technology rooms on other floors, including, without
limitation, any intermediary distribution rooms, shall not be deemed to be
occupancy for such business purpose. In the event the Rent Commencement Date for
the demised premises occurs on other than the first day of the month, the basic
annual rent and additional rent, attributable to the demised premises for the
month in which the Rent Commencement Date occurs, shall be prorated on the basis
of a three hundred sixty-five (365) day year with the actual number of days in
the month.

      1.02. The basic annual rent set forth above has been calculated on the
basic assumption that the basic annual rent on a rentable square foot basis for
the Pedestal Space would be the same for each rentable square foot of Pedestal
Space. However, inasmuch as that is not the case, the basic annual rent for the
Pedestal Space (a) shall, for the period commencing on the Rent Commencement
Date and ending on September 13, 1999, be in an amount equal to the aggregate of
(i) the product obtained by multiplying the agreed number of rentable square
feet of Pedestal Space (exclusive of the 6th Floor Space) then included under
this Lease on a rent paying basis as of the date of determination by $15.75 and
(ii) the product obtained by multiplying the agreed number of rentable square
feet in the 6th Floor Space by $7.00 and (b) shall, from and after September 14,
1999, be determined, or where applicable, redetermined, by (i) dividing the
basic annual rent for the Pedestal Space (inclusive of the 6th Floor Space) set
forth on page 1 of this Lease for the applicable Lease Year by (ii) 558,616 and
then (y) multiplying the quotient of that division (expressed in dollars) by (z)
the agreed number of rentable square feet of Pedestal Space (inclusive of the
6th Floor Space) then included under this Lease on a rent paying basis as of the
date of the calculation.


                                       5
<PAGE>

      1.03. Tenant shall, commencing on the Rent Commencement Date, or if the
Rent Commencement Date is not the first day of the month, then on the first day
of the next succeeding month, and continuing on the first day of each month
thereafter throughout the initial term of this Lease on the Pedestal Space, pay
the Special Additional Rent to Landlord. Further, if this Lease terminates or
expires prior to the expiration of the twentieth (20th) Lease Year, Tenant
shall, on the date of such termination or expiration, pay to Landlord the
Special Additional Rent Payment, as such term is defined in the Cates Letter, as
such term is hereinafter defined, relating to the determination of the Special
Additional Rent, the Special Additional Rent Payment and other matters.

                                   ARTICLE 2.

                                   OCCUPANCY

      2.01. (a) The demised premises shall be used and occupied solely for
administrative, executive and general offices in a manner befitting a
First-Class Office Building, as such term is hereinafter defined, and for any
other lawful uses incidental thereto which are generally in keeping with the
character, reputation and appearance of First-Class Office Buildings and for no
other purposes, which included incidental uses, subject to the limitations
contained herein, may include, but not be limited to, the following:

            (i) Sale to Tenant's employees, executives and business visitors of
food and drink (and, in ladies' rest rooms, hygienic products) by vending or
other machines, the sale of which, by the means selected by Tenant, is not
prohibited by law, whether by Tenant or third parties, and provided that said
machines are not visible from any point outside of the exterior of the demised
premises.

            (ii) Installation, maintenance and operation of pantries, kitchen
cafeteria and dining facilities, including appropriate food and beverage
preparation, handling, service and other associated facilities for use by
Tenant, its officers, employees and guests (but not as a public restaurant),
provided (y) the plans and specifications therefor (including, without
limitation, the location of such pantries, kitchen cafeteria and other
facilities and the method of exhausting aromas, odors and smoke) are approved by
Landlord pursuant to, and on the basis of, the terms and conditions of Article 3
of this Lease and (z) all municipal and governmental approvals or consents for
such use are obtained and kept in full force and effect by Tenant at its sole
cost and expense.


                                       6
<PAGE>

            (iii) Installation, maintenance and operation of (A) electronic data
processing equipment, audio-visual and closed circuit and other teleconferencing
television facilities used for Tenant's business purposes, computer equipment
and business machines, (B) offset printing and photographic reproducing
equipment and (C) telephones and all other similar types of communications
equipment incidental to, and used in the operation of, Tenant's business.

            (iv) Seminars, meetings and conferences in connection with Tenant's
business operations and gatherings of groups of people which directly or
indirectly foster or promote Tenant's business interests that are not open to
the general public but are by invitation only and are not operated as a
business.

            (v) Health, recreation or exercise facilities, including locker
rooms, showers and related facilities, for the use of employees, executives,
business visitors and guests of Tenant, provided (x) the plans and
specifications therefor (including, without limitation, the location thereof)
are approved by Landlord pursuant to, and on the basis of, the terms and
conditions of Article 3 of this Lease, (y) all municipal and governmental
approvals or consents for such use are obtained and kept in full force and
effect by Tenant at its sole cost and expense and (z) such facilities are never
operated as a business or are available to the general public.

            (vi) Stock brokerage (for other than "off-the-street" transactions
with the public), board and conference room purposes.

            (vii) Facilities for storage of equipment and supplies in connection
with the operation of Tenant's business and files, safes and vaults, provided
(y) the plans and specifications therefor (including, without limitation, the
location thereof) are, to the extent the placement or location of the same
would require reinforcement of the floor space on which they are to be located
or placed, approved by Landlord pursuant to, and on the basis of, the terms and
conditions of Article 3 of this Lease, and (z) all municipal and governmental
approvals or consents for such use are obtained and kept in full force and
effect by Tenant at its sole cost and expense.

            (viii) "In-house" medical facilities for treatment of the officers,
employees and visitors of Tenant (but not as a public facility), provided, that
Tenant, at its sole cost and expense, (A) obtains and keeps in full force and
effect all licenses and permits for such use, (B) complies with all Legal
Requirements, as such term is hereinafter defined, for such use


                                       7
<PAGE>

and (C) arranges for the appropriate storage and offsite disposal of any medical
wastes generated or created by such use.

            (ix) Internal staircases between contiguous floors of the demised
premises, provided (x) no staircase may pass through space leased to other
tenants of Landlord in the Building, (y) the plans and specifications therefor
are approved by Landlord (including, without limitation, the location thereof)
pursuant to, and on the basis of, the terms and conditions of Article 3 of this
Lease, and (z) all municipal and governmental approvals or consents for such use
are obtained and kept in full force and effect by Tenant at its sole cost and
expense.

            (x) Libraries used in connection with the operation of Tenant's
business.

      For purposes of this Article 2, references to Tenant shall mean Tenant and
its permitted subtenants.

            (b) Anything to the contrary provided in Section 2.01(a)
notwithstanding, in no event shall Tenant ever use, or suffer or permit anyone
to use, all or any portion of the demised premises (i) by (or offices for) any
governmental agency or government (including, without limitation, an autonomous
governmental corporation or any entity having governmental immunity) (other than
by the Internal Revenue Service auditors or similar federal, state or city
persons, in each event while performing a review of Tenant's business) or any
diplomatic or trade mission; (ii) as a school, classroom or college or facility
providing or furnishing training, instructional or educational services of any
kind other than in connection with Tenant's operations and are not operated as a
business; (iii) as a retail operation, including as a barber shop (except for
"in-house" facilities for the officers, Employees and guests of Tenant),
restaurant or any facility selling or serving food or beverages to the public
(except nothing herein contained shall prevent or prohibit Tenant from using any
of the Above Grade Space for the retail sale of stock, bonds or other financial
products sold by Tenant to individuals who "walk in" off the street provided a
"retail" brokerage operation primarily intended for retail sales to "walk-in"
customers is not operated on the demised premises); (iv) as an employment or
placement agency other than as an executive search firm; (v) as a messenger
and/or photographic and/or reproduction service other than for those services in
connection with, and incidental to, Tenant's business only; (vi) as a mailing
address or telephone answering service; (vii) as a personal loan or check
cashing business, except as part of the business of a bank, trust company or
savings and loan association; (viii) for gambling or gaming activities,
including New York City Off Track Betting or any other governmentally sponsored
betting activity; (ix) for conducting an auction, but


                                       8
<PAGE>

with Tenant's breach of, or failure to comply with, clauses (i) and/or (ii) of
this Section 2.01(c), and in the event Landlord shall suffer or incur any such
Indemnity Costs, Tenant shall pay to Landlord the total of all such Indemnity
Costs suffered or incurred by Landlord upon demand therefor by Landlord. For the
purpose of this Section 2.01(c) of this Lease, the term "Hazardous Substances"
shall include any and all hazardous or toxic substances, materials or wastes,
including, but not limited to, those substances, materials or wastes now or
hereafter listed in the United States Department of Transportation Hazardous
Materials Table at Section 49 CFR 172.101 or by the Environmental Protection
Agency in Section 40 CFR Part 300 and amendments thereto, or such substances,
materials or wastes otherwise now or hereafter regulated under any applicable
Federal, state or local law.

      2.02. (a) Except as otherwise provided herein, Landlord shall not use, or
suffer or permit anyone to use, the Building or any part other than the retail
portions thereof and areas incidental thereto, for or by (i) the business of
photographic reproductions or offset printing except if incidental to an
occupant's or tenant's business; (ii) a school or classroom, except if
incidental to the conduct of an occupant's or a tenant's business; (iii) conduct
of an auction, except for the liquidation sale of the property of any occupant
or tenant or as a comparable part of such other tenant's or occupant's business
similar to the exclusion contained in clause (ix) of Section 2.01(b); (iv)
gambling activities; (v) assembly of the public purposes except if incidental to
the conduct of an occupant's or a tenant's business; (vi) a messenger service
business other than incidental to the conduct of an occupant's or a tenant's
business; (vii) a barber shop, except for the incidental use for "in-house"
facilities for any occupant or tenant; (viii) an employment or placement agency
other than as an executive search firm; (ix) a personal loan or check-cashing
business, except as part of the business of a bank, trust company or savings and
loan association; (x) gambling or gaming activities, including New York City
Off-Track Betting or any other governmentally sponsored betting activity, other
than incidental sales of legally conducted lotteries as part of a newsstand;
(xi) a video or other game arcade; (xii) "T-Shirt only" stores; and/or (xiii)
for medical, dental, or psychiatric offices or for the providing of any
therapeutic services, other than the incidental use for "in-house" medical
facilities for any occupant or tenant.

            (b) Landlord shall not lease space, or suffer or permit the use of
leased space, in the retail portions of the Building to any tenant for a use
which is not generally in keeping with the customary uses for retail space in
First-Class Office Buildings. In addition, Landlord shall not lease space in
the retail portion of the Building for any of the following uses:


                                       10
<PAGE>

            (i) an employment or placement agency other than as an executive
search firm;

            (ii) a personal loan or check-cashing business, except as part of
the business of a bank, trust company or savings and loan association;

            (iii) gambling or gaming activities, including New York City
Off-Track Betting or any other governmentally sponsored betting activity, other
than incidental sales of legally conducted lotteries as part of a newsstand;

            (iv) a school or classroom, except as may be incidental to a
permitted use;

            (v) the conduct of a public auction, except as may be conducted by a
tenant which is a high-class auction house (e.g., Christie's and Sotheby's) or
which is for the liquidation sale of the property of any occupant or tenant;

            (vi) a video or other game arcade; and

            (vii) "T-Shirt only" stores.

In addition, Landlord shall not lease space in the retail portions of the
Building for the offices or business of a governmental or quasi-governmental
bureau, department or agency, foreign or domestic, including an autonomous
governmental corporation or diplomatic or trade mission.

            (c) Notwithstanding anything to the contrary contained in this
Lease, Landlord shall have the right to lease, or permit to be used, non-retail
space in the Building for any purpose that Tenant is permitted to use the
demised premises.

                                   ARTICLE 3.

                         ALTERATIONS AND INSTALLATIONS

      3.01. (a) Except as may otherwise be expressly provided in this Article 3
and in Article 32 and Article 44 of this Lease, Tenant shall make no
alterations, installations, additions or improvements (collectively, the
"Improvements") in or to the demised premises without Landlord's prior written
consent. All Improvements, including, without limitation, all Additional Work,
as such term is hereinafter defined, must be done in strict compliance with the
ICIP Laws (for as long as the Building continues to qualify for ICIP benefits),
as such term is hereinafter defined. Except as may be expressly provided
otherwise in this Lease, all such work shall be done only by a reputable


                                       11
<PAGE>

general contractor or construction manager selected by Tenant and approved by
Landlord, which approval shall not be unreasonably withheld or delayed, provided
such general contractor or construction manager has a good business and other
reputation with substantial general contracting or construction management
experience in First-Class Office Buildings, as the case may be, it being
understood and agreed, however, that any work relative to any life safety system
or any equipment associated therewith shall be done only by the contractor for
that work for the Building designated by Landlord, and any work involving any of
the items referred to in subclauses (i), (ii) and (iii) of Section 3.01(c) of
this Lease shall be done only by contractors selected by Tenant from a list of
at least five (5) subcontractors from each applicable trade submitted by
Landlord to Tenant, each of which subcontractors shall be reputable and have
substantial contracting experience in the applicable trade in First-Class Office
Buildings. Landlord shall act reasonably in considering the addition to the list
of contractors of those contractors proposed by Tenant from time to time
(provided such contractors proposed by Tenant have a good business and other
reputation and have substantial contractor experience in First-Class Office
Buildings), and will not unreasonably delay responding to such a proposal by
Tenant. Except as otherwise provided in Article 32 hereof, all Improvements
shall be done at Tenant's sole expense without, however, waiver of Tenant's
right to seek reimbursement from the IDA (as hereinafter defined) pursuant to
agreements between the IDA and Tenant. Improvements which may unreasonably
interfere with the use and enjoyment by other occupants of the Building of such
occupant's space (such as, for example, core drilling) shall be done at times
other than during business hours or business days (hereinafter defined).

            (b) Prior to making any Improvements (other than for the Additional
Work, as such term is defined in Article 32 of this Lease), Tenant shall submit
to Landlord complete plans and specifications (hereinafter referred to as
"Tenant's Plans") for such proposed Improvements together with Tenant's
non-binding estimate of the cost of constructing such Improvements.
Notwithstanding the foregoing, Tenant shall not be required to submit Tenant's
Plans for Improvements (i) for which no plans are required to be filed with the
New York City Buildings Department (or any other governmental body), (ii) which
are not Material Improvements, as such term is hereinafter defined, and (iii)
with respect to which the preparation of such plans is not customary in
accordance with good construction practice, but in such event, Tenant shall, at
least five (5) days in advance of Tenant's commencing any such Improvements,
nevertheless notify Landlord of such Improvements, which notification shall
include a description, in reasonable detail, of the proposed Improvement, and
Tenant shall in any event deliver to Landlord such plans for Improvements as
Tenant may actually prepare or cause to be


                                       12
<PAGE>

prepared. Provided Tenant shall be in compliance with the applicable provisions
of this Lease, including, without limitation, Article 3, and, where applicable,
Article 32 of this Lease, and provided Tenant is not in default under this Lease
beyond any applicable grace period, Tenant, at Tenant's sole cost and expense,
may undertake Improvements which are not Material Improvements without obtaining
Landlord's consent to such Improvements.

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

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

                  (ii) will affect the outside appearance of the Building, be
visible from the ground anywhere outside the Building, or be visible in the
Building outside of the demised premises; or

                  (iii) will (y) affect the heating, ventilating and
air-conditioning ("HVAC"), electrical, fire protection, plumbing, mechanical,
life safety or elevator systems of the Building other than the distribution
portions of those systems located within the demised premises and exclusively
serving, and which effect is confined to, the demised premises (for the
consequences of which effect on the demised premises Landlord shall have no
responsibility hereunder) or (z) increase Landlord's costs of providing Building
services unless Tenant expressly agrees in writing to reimburse Landlord for
such increases in costs on such basis as shall be reasonably acceptable to
Landlord and Tenant; or

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

                  (v) will involve the use of the Building fire exits and
stairwells for ingress and egress to the demised premises.

            (d) Within fifteen (15) business days after Tenant submits Tenant's
Plans to Landlord, Landlord shall notify Tenant whether or not Landlord consents
to such Material Improve-


                                       13
<PAGE>

ments, which consent may be withheld in Landlord's sole discretion, except that
Landlord must be reasonable in its determination with respect to whether to
grant its consent to any Improvements or the construction thereof which would
affect the HVAC, electrical, fire protection, plumbing, mechanical, life safety
or elevator systems of the Building notwithstanding that the Improvements are
characterized as Material Improvements pursuant to paragraph (c) (iii) of this
Section 3.01, it being understood and agreed that it shall be deemed reasonable
for Landlord to withhold its consent on the advice of its reputable engineer or
architect. Any withholding of Landlord's consent in circumstances where Landlord
has agreed to be reasonable shall include a written explanation of the grounds
therefor in reasonable detail which specifically references the specific aspects
of Tenant's Plans which are unacceptable. Successive submissions of Tenant's
Plans may be made by Tenant to Landlord based upon a disapproval of a prior
submission or Tenant's desire to change Tenant's Plans which have been
previously approved by Landlord, which changes would require Landlord's
reapproval in accordance herewith. The foregoing mechanism for submission,
objection and approval of Tenant's Plans shall apply to each submission and each
resubmission of Tenant's Plans (and any changes thereto requiring Landlord's
reapproval) with respect to any Material Improvement. If Landlord shall approve
elements of Tenant's Plans that can, in accordance with good engineering and
construction practice, be constructed independent of any portion of Tenant's
Plans that were not approved by Landlord and which may be completed without any
adverse affect to the items referred to in clauses (i) through (iii) of Section
3.01(c) of this Lease and do not affect the validity of the items referred to in
clause (iv) of said Section 3.01(c), Tenant shall, subject to the terms,
conditions and provisions of this Article 3, have the right, at its sole risk,
cost and expense, to construct those elements so approved by Landlord.
Landlord's consent to proposed Material Improvements shall be deemed denied or
withheld if not approved within said fifteen (15) business day period. If
Landlord fails to furnish Tenant with such written explanation within such
period of time, Tenant may, at its option, serve Landlord with a notice in
accordance with Article 26 of this Lease, which notice to be effective must set
forth in bold face type that Landlord's failure to respond to Tenant's prior
submission of Tenant's Plans within fifteen (15) business days of Landlord's
receipt of the notice shall be deemed an approval of the proposed Material
Improvements, and if Landlord does not furnish Tenant with its disapproval or
withholding of consent with an explanation of the grounds therefor in reasonable
detail which specifically references the specific aspects of Tenant's Plans
which are unacceptable within fifteen (15) business days after Landlord's
receipt of the notice, Tenant's Plans shall be deemed approved. Pending
Landlord's consent (or deemed consent) to Material


                                       14
<PAGE>

Improvements, Tenant shall not commence all or any portion of the work for such
Material Improvements.

            (e) Any Improvements shall be performed in accordance with the
foregoing and the following provisions of this Article:

                  (i) All work shall be done in a good and workmanlike manner in
substantial accordance with Tenant's Plans.

                  (ii) Improvements shall be performed by contractors first
consented to by Landlord in accordance with this Article 3.

                  (iii) Tenant shall conduct its work in a manner that
reasonably minimizes any interference with or inconvenience to Landlord and/or
other tenants of the Building.

                  (iv) During the progress of the work to be done by Tenant,
said work shall be subject to inspection by representatives of Landlord who or
which shall be permitted reasonable access and the opportunity to inspect, at no
cost to Tenant for Landlord's cost of inspection, upon reasonable notice and at
reasonable times, provided such inspections are conducted in a manner not to
unreasonably cause interference with the performance of such work.

                  (v) Upon completion of any Improvements for which Tenant's
Plans were required to be submitted to Landlord pursuant to Section 3.01(b) of
this Lease, Tenant shall deliver to Landlord three (3) complete sets (mylar and
computer digitized in AutoCADD Version 12, or the then current digitized system
used by Landlord, provided such then current system is then generally accepted
in the real estate industry in New York City) of final as-built plans (or
as-built plans or final construction plans with field notes marked) for such
Improvements. In addition, if Tenant is not otherwise required to deliver such
as-built plans but has actually prepared plans showing as-built conditions,
Tenant shall deliver the same to Landlord promptly upon completion thereof.

      3.02. (a) All Improvements shall at all times comply with all Legal
Requirements and Insurance Requirements and the Rules and Regulations, as each
of said terms are hereinafter defined. Tenant, at its expense, shall (i) obtain
all necessary municipal and other governmental permits, licenses,
authorizations, approvals and certificates for the commencement and prosecution
of such Improvements and for final approval thereof upon completion, (ii) obtain
all insurance certificates with respect to insurance, if any, which Tenant is
required to carry during performance of work leading to, and through, the


                                       15
<PAGE>

completion of the Improvements and (iii) deliver three (3) copies of such
insurance certificates to Landlord prior to commencing the construction of the
Improvements in question. If Tenant's execution alone would not be sufficient to
obtain the following, Landlord shall promptly execute and deliver (or cause to
be executed and delivered) all factually correct and lawful applications and
consents required by Legal Requirements and/or Insurance Requirements to be
filed in order to enable Tenant to obtain the permits, authorizations, licenses,
approvals and certificates referred to in clause (i) of this paragraph (a) of
Section 3.02, and will otherwise reasonably cooperate, at Tenant's expense, with
Tenant and take actions reasonably requested by Tenant in order to obtain the
same, provided Landlord thereby incurs no expense which is not reimbursed by
Tenant and no liability related to the Improvements proposed by Tenant or the
documents requested by Tenant to be executed by Landlord, unless in each event
Tenant has agreed to indemnify Landlord in respect thereof to Landlord's
reasonable satisfaction.

            (b) All work leading to, and through, the completion of all
Improvements shall be performed so as not to unreasonably interfere with the
occupancy of any other occupant or tenant or delay or impose any additional
out-of-pocket expense upon Landlord in the construction, maintenance, cleaning,
repair, safety, management, security or operation of the Building or the
Building's systems. If any additional out-of-pocket expenses shall be incurred
or paid for by Landlord as a direct result of Tenant's performance under this
Article 3 (other than for the Additional Work), Tenant shall pay such additional
out-of-pocket expenses to Landlord within thirty (30) days after demand.

            (c) Throughout the making of all Improvements, Tenant, at its
expense, shall carry or cause to be carried the insurance coverage's required to
be carried pursuant to Article 7 of this Lease. Tenant shall furnish Landlord
with satisfactory evidence that such insurance is in effect before the
commencement of such Improvements and, on request, at reasonable intervals
thereafter.

            (d) Tenant, at its expense and subject to Section 5.01(b) of this
Lease, shall promptly procure the cancellation or discharge of all notices of
violations of Legal Requirements arising from or related to Improvements, but
nothing contained herein or elsewhere in this Lease shall be, or be deemed to
be, an acquiescence or consent by Landlord to the existence or continuation of
any such violation or relieve or release Tenant from its obligations under
Subsection 3.02(f) of this Lease.

            (e) Tenant shall promptly pay the cost of such Improvements (other
than the cost of the Additional Work, which


                                       16
<PAGE>

shall be paid in accordance with the Construction Agreement, dated as of the
date hereof, between Landlord and Tenant) to the extent due and payable to the
contractors and suppliers performing the same, but the failure to do so shall
not be a default under this Lease other than in the circumstances set forth in
clause (f) below. Notice is hereby given that neither Landlord, Landlord's
agents, nor any of Landlord's mortgagees or overlandlords or any other party
claiming by, through or under Landlord, Landlord's agents or such mortgagees or
overlandlords shall be liable for any labor or materials furnished or to be
furnished to Tenant upon credit, and that no mechanics' or other lien for such
labor or materials shall attach to or affect any estate or interest of Landlord
or any such mortgagees or overlandlords.

            (f) Tenant agrees to indemnify Landlord, and hold Landlord harmless,
against all cost, loss, damage or liability for any violation of Legal
Requirements relative to the Improvements and any and all mechanics' and other
liens filed in connection with Improvements, including the liens of any
conditional sales of, or chattel mortgages, title retention agreements, security
agreements or financing statements upon, any materials or fixtures installed on
and constituting a part of the demised premises. Tenant, at its expense, shall
procure the discharge of any such lien (and any other lien created, suffered or
incurred by Tenant) within thirty (30) days after Tenant has actual notice of
the filing thereof against any part of the Building or Land. If Tenant shall
fail to cause any such lien to be discharged within the period aforesaid, then,
in addition to any other right or remedy, Landlord may discharge the same either
by paying the amount claimed to be due or by deposit or bonding, in which event
Landlord shall be entitled, if Landlord elects, to compel the prosecution of an
action for the foreclosure of such lien and to pay the amount of the judgment in
favor of the lienor with interest, costs and allowances. Any amount so paid by
Landlord, and all reasonable costs and expenses incurred by Landlord in
connection therewith, shall be payable as additional rent by Tenant within
thirty (30) days after written demand therefor by Landlord. Nothing contained
herein shall prevent the leasing by Tenant of furniture or equipment located in
the demised premises or the filing of security documents with respect to the
same, in each event other than with respect to furniture and equipment (whether
non-attached or, if attached, which may be removed without (i) interruption of
any service that Landlord is obligated to furnish any tenant or occupant of the
Building or (ii) more than de minimis damage to the Building), if any, paid for
by Landlord, provided that no lien is created against the Land, Building or any
interest therein. With respect to any such leased or financed furniture or
equipment (whether non-attached or, if attached, which may be removed without
(i) interruption of any service that Landlord is obligated to furnish any tenant
or


                                       17
<PAGE>

occupant of the Building or (ii) more than de minimis damage to the Building),
Landlord shall, at the request of Tenant, enter into a written agreement with
such lessor or lender, in form reasonably acceptable to Landlord, whereby
Landlord would agree to waive any right to any statutory or common law
landlord's lien or security interest on such furniture or equipment and to
provide the applicable lessor or lender with reasonable access to the demised
premises in order to remove such furniture or equipment in the event of a
default by Tenant under such lease or default under such security documents or
otherwise as permitted under such security documents, provided that such lessor
or lender shall be fully responsible for all damage caused by such removal.

            (g) Tenant shall, subject to Section 3.01(a) of this Lease, have the
right, either directly or indirectly, to employ or permit the employment of any
contractor, mechanic, supplier, vendor, materialman or laborer in the demised
premises so long as the employment or use of such contractor, mechanic,
supplier, vendor, materialman or laborer would not in Landlord's reasonable
judgment violate Landlord's union contracts or Landlord's contractors' (or their
subcontractors') union contracts affecting the Building, or create any
jurisdictional dispute with other contractors, mechanics, suppliers, vendors,
materialmen or laborers engaged by Landlord or the agents of Landlord, it being
understood and agreed that it shall be deemed reasonable for Landlord to rely on
the written advice of its counsel in the determination of any of the foregoing.
Subject to Tenant furnishing Landlord with a reasonably acceptable
confidentiality agreement, a copy of such advice will be forwarded to Tenant
promptly following Tenant's written request therefor.

            (h) Neither Landlord's review of, nor approval of, nor consent to,
Tenant's Plans or the making of Improvements in the demised premises shall be
deemed to be an agreement, warranty or representation by Landlord that the
contemplated Improvements are fit for their intended use or comply with any
Legal Requirements or Insurance Requirements or the certificate of occupancy for
the Building nor shall same be deemed a waiver by Landlord of compliance by
Tenant with any of the terms, provisions, covenants, conditions and agreements
of this Lease, or a warranty or representation as to the adequacy, correctness
or efficiency thereof.

            (i) Tenant shall pay to Landlord within thirty (30) days after
demand, as additional rent, Landlord's reasonable out-of-pocket costs and
expenses (including the fees of any architect or engineer employed or retained
by Landlord and any of Landlord's mortgagees or overlandlords for such purpose,
but excluding any "in-house" charge or attribution of overhead or


                                       18
<PAGE>

slab to be installed on behalf of Tenant as the 28th floor slab of the Building,
nor shall Tenant be obligated to make alterations to change the 28th floor of
the Building from office space back to mechanical space.

      3.06. Where furnished by or at the expense of Tenant all furniture,
furnishings and removable trade fixtures, including without limitation, murals,
carpets, rugs, business machines and equipment, counters, screens, grille work,
cages, metal railings, closets, lighting fixtures and equipment (other than
recessed ceiling fixtures) whether or not attached to or built into the demised
premises, and any other personal property that can be removed without permanent
damage to the Building or its systems (collectively, the "Tenant's Property")
shall remain the property of Tenant and may, subject to the terms and conditions
of this Article 3, be removed and replaced at any time during the term of this
Lease, provided that if any of Tenant's Property is so removed or replaced,
Tenant shall repair or pay the cost of repairing any damage to the demised
premises or to the Building or its systems resulting from the installation
and/or removal of any such item, including permitted replacements thereto. In
case Tenant shall decide not to remove any part of Tenant's Property and
Landlord, under Section 3.05, has the right to require Tenant to remove the
same, Tenant shall notify Landlord in writing not less than three (3) months
prior to the expiration of the term of this Lease, specifying the items of
property which it has decided not to remove. If, within thirty (30) days after
the service of such notice, Landlord shall request Tenant to remove any of
Tenant's Property that Landlord has the right to request Tenant to remove,
Tenant shall at its expense remove the same in accordance with such request. As
to such property which Landlord does not request Tenant to remove, the same
shall be, if left by Tenant, deemed abandoned by Tenant and thereupon the same
shall become the property of Landlord.

      3.07. If any Improvements or other property which Tenant shall have the
right to remove or be required by Landlord to remove as provided in Sections
3.05 and 3.06 of this Lease (herein in this Section 3.07 called the "Property")
are not removed on or prior to the expiration of the term of this Lease,
Landlord shall have the right to remove the Property and to dispose of the same
without accountability to Tenant and if the Property is the type that Landlord
had the right to require to remove and Tenant failed to remove the same, the
cost of removal shall be payable by Tenant within thirty (30) days of Landlord's
demand therefor. In case of any damage to the demised premises or the Building
resulting from the removal of the Property (whether such removal is made by
Tenant or Landlord where Tenant fails to remove and Tenant was required to
remove the same), Tenant shall repair such damage or, in default thereof, shall
reimburse Landlord for' Landlord's cost in repairing such damage.


                                       20
<PAGE>

This Section shall survive any termination of this Lease and shall not be deemed
to confer any right of Tenant to holdover at the expiration or earlier
termination of this Lease.

      3.08. Tenant shall keep records of Tenant's alterations, installations,
additions and improvements, and the cost thereof for a period of three (3) years
following completion of each such item. Tenant shall, within forty-five (45)
business days after demand by Landlord, furnish to Landlord copies of such
records and cost if Landlord shall require same in connection with any
proceeding to reduce the assessed valuation of the Building, or in connection
with any proceeding instituted pursuant to Article 9 hereof.

      3.09. Tenant acknowledges that it understands that Landlord shall have the
right to adopt and thereafter modify, from time to time, reasonable general
tenant guidelines for the Building covering construction, maintenance, repair or
other work. Tenant agrees that all repairs, renovations, alterations,
installations, additions and improvements and other activities within the scope
of the general tenant guidelines for the Building (including, without
limitation, fire protection, life safety, plumbing, HVAC, mechanical, electrical
and communications systems) effected by or on behalf of Tenant in the demised
premises shall be conducted in accordance with and pursuant to the aforesaid
tenant guidelines (as same may be reasonably amended by Landlord from time to
time), as well as any applicable governmental requirements and regulations.
Tenant agrees that it is its responsibility to ensure that Tenant and those
working for Tenant comply with the aforesaid tenant guidelines as well as any
other applicable governmental requirements and regulations. Landlord shall (a)
not enforce against Tenant any of the general tenant guidelines which Landlord
is not then enforcing against all the other office tenants of the Building; (b)
not unreasonably withhold or delay its consent from Tenant for any approval
required under the general tenant guidelines; and (c) exercise its judgment in
good faith in any instance providing for the exercise of its judgment in the
general tenant guidelines. In the case of any conflict or inconsistency between
the provisions of this Lease and any of the general tenant guidelines, the
provisions of this Lease shall control. If Tenant disputes the reasonableness of
any additional rule or regulation hereafter adopted by Landlord, the dispute
shall be determined by arbitration in the City of New York in accordance with
the rules and regulations then obtaining of the American Arbitration Association
or its successor and, to the extent and for the duration that Tenant disputes
the same, Tenant shall not be deemed to be in default under this Lease as a
result of a failure to comply with the same, unless the failure to comply with
the same shall result in a violation of Legal Requirements, Insurance
Requirements, the Overlease or any mortgage or ground lease to


                                       21
<PAGE>

which this Lease is subordinate. Any such determination shall be final and
conclusive upon the parties hereto. The right to dispute the reasonableness of
any additional rule or regulation upon Tenant's part shall be deemed waived
unless the same shall be asserted by service of a notice upon Landlord within
thirty (30) days after receipt by Tenant of notice of the adoption of any such
additional rule or regulation.

      3.10. Notwithstanding anything contained in Article 32 of this Lease to
the contrary, it was the contemplation of Landlord and Tenant that the Plans for
the Additional Work, as such term is hereinafter defined, would have been
completed by Tenant and approved by Landlord prior to, or concurrently with, the
execution of this Lease, however, as that is not the case, Exhibit F consists of
only Tenant's mechanical, electrical and plumbing infrastructure plans and
specifications, and Landlord hereby approves the plans set forth on Exhibit F.
Final plans and specifications for the Additional Work for which final plans and
specifications have not, as of the date of this Lease, been approved by
Landlord, shall be prepared by Tenant before construction of any portion of the
Additional Work. Tenant shall submit complete and final plans and specifications
for such Additional Work to Landlord for its review and approval on the basis
and in accordance with the time frames set forth in Article 32 hereof. To the
extent Tenant shall provide to Landlord preliminary and/or final plans and
specifications in respect of all or any portion of the Additional Work for
Landlord's approval, Landlord shall respond to such submission within the same
time frames and on the same basis as is provided in Article 32 hereof.

                                   ARTICLE 4.

                                    REPAIRS

      4.01. Subject to the terms of this Lease, Tenant shall, at its sole cost
and expense, (i) make such repairs to the demised premises and the fixtures and
appurtenances therein necessitated by the act, omission in violation of Tenant's
obligations under, or covenants, terms, provisions or agreements contained in,
this Lease or pursuant to Legal Requirements or Insurance Requirements with
which Tenant is obligated to comply pursuant to the covenants, terms, provisions
or agreements contained in this Lease, or negligence of Tenant, its employees,
agents or contractors, and the employees of such agents and contractors (except
damage arising from fire or other casualty, but nothing contained herein shall
relieve or release Tenant from its obligations to replace Tenant's Property
pursuant to Section 8.01(a) of this Lease), and (ii) during such periods as
Tenant shall be operating the same, maintain and subject to Section


                                       22
<PAGE>

27.04(e) hereof make such repairs to Tenant's Systems (hereinafter defined), in
each event set forth in clause (i) and clause (ii) of this Section 4.01 as and
when needed to preserve them in good working order and condition, subject to
ordinary wear and tear, and make such replacements thereof as are necessitated
by Tenant's failure to maintain such Tenant's Systems as the same would have
been maintained by the owner of a First-Class Office Building, including,
without limitation, complying with the maintenance requirements and
specifications of the manufacturer of such Tenant's System. All damage or injury
to the demised premises and to its fixtures, appurtenances and equipment, the
Tenant's Systems or the Building or to its fixtures, appurtenances and equipment
caused by Tenant moving property in or out of the Building or by installation or
removal of furniture, fixtures or other property by, or on behalf of, Tenant
shall be repaired, restored or replaced promptly by Tenant at its sole cost and
expense. Anything to the contrary provided herein notwithstanding, but subject
to the provisions of Section 7.04 hereof in no event shall Tenant be responsible
for any repairs necessitated by the act, omission (in violation of Landlord's
obligations under, or agreements contained in, this Lease or pursuant to Legal
Requirements or Insurance Requirements) or negligence of Landlord or its
employees, agents or contractors (and the employees of such agents and
contractors).

      4.02. Landlord shall, at its sole cost and expense (except through
inclusion in Operating Expenses (as hereinafter defined) to the extent provided
in Article 29 of this Lease), make all repairs (both structural and
nonstructural) to (a) the Building (other than the demised premises); (b) the
Building Systems (hereinafter defined) and (c) all structural elements of the
demised premises, unless, in each event, the need for such repairs arises from
the act, omission (in violation of Tenant's obligations under, or covenants,
terms, provisions or agreements contained in, this Lease or pursuant to Legal
Requirements) or negligence (including negligent maintenance) of Tenant, its
agents or contractors (and the employees of such agents and contractors).
Notwithstanding anything to the contrary contained in this Section 4.02 or
anywhere else in this Lease (but subject to (i) the provisions of Section 7.04
hereof and (ii) the terms and provisions of subleases, if any, entered into
between Tenant, as sublandlord, and Landlord, as subtenant, pursuant to Article
10 hereof), Landlord shall not be required to maintain or repair any of Tenant's
Improvements, Tenant's Property or Tenant's Systems or the corridors, toilet
room(s) and elevator lobbies on floors wholly leased to Tenant except, in such
event, for damage to the same caused by acts or omissions (in violation of
Landlord's obligations under, or agreements or covenants contained in, this
Lease or pursuant to Legal Requirements or Insurance Requirements which are,
under this Lease, Landlord's obligation) or negligence of Landlord, its agents,
contractors


                                       23
<PAGE>

and its or their employees; provided, however, that in no event shall Landlord
have any liability for any damage to any art work or fine works of art located
in the demised premises.

      4.03. Tenant shall not place a load upon any floor of the demised premises
exceeding the floor load per square foot area which such floor was designed to
carry and which is allowed by law. The floor load for each of the floors
comprising the demised premises shall be not less than fifty (50) pounds per
square foot "live load" and twenty (20) pounds per square foot "dead load", or
such greater amounts as the then applicable certificate of occupancy for the
applicable floor provides.

      4.04. Business machines and mechanical equipment belonging to Tenant which
cause (i) vibration, noise, cold or heat that may be transmitted to the Building
structure or to any leased space other than the demised premises to such a
degree as to be reasonably objectionable to Landlord or to any other tenant in
the Building shall be placed and maintained by Tenant, at its expense, in
settings sufficient to absorb and prevent such vibration or noise or (ii) noise
outside of the Building shall be muffled in such manner as shall eliminate such
noise. Landlord, in furtherance of its obligations under Section 27.01 of this
Lease, shall itself conform and shall use diligent efforts (including the
institution and prosecution of legal proceedings) to cause all other Building
tenants to conform to the requirements of the immediately preceding sentence
with respect to the transmission of vibrations, noise, cold or heat from .other
portions of the Building to the demised premises. The parties hereto recognize
that the operation of elevators, generators, air-conditioning and heating
equipment will cause some vibration, noise, heat or cold which may be
transmitted to other parts of the Building and the demised premises. Neither
Landlord nor Tenant shall be under any obligation to endeavor to reduce such
vibration, noise, heat or cold beyond what is customary for a First-Class Office
Building.

      4.05. Except as otherwise expressly provided in this Lease there shall be
no allowance to or for Tenant for a diminution of rental value and no liability
on the part of Landlord by reason of inconvenience, annoyance or injury to
business arising from the making of any repairs, alterations, additions or
improvements in or to any portion of the Building or the demised premises or in
or to fixtures, appurtenances or equipment thereof. Landlord agrees to use
reasonable efforts to minimize any interruption of Tenant's business operations
as a result of Landlord's making of any repairs, alterations, additions or
improvements in or to any portion of the Building or the demised premises or in
or to fixtures, appurtenances or equipment thereof, but nothing contained herein
shall require Landlord to expend or incur any charges or costs for overtime


                                       24
<PAGE>

labor or pay any premiums in order to minimize such interruption, except that
Landlord shall employ contractors or labor at overtime or other premium pay
rates (a) at its expense (but subject to recoupment to the extent permitted
pursuant to Article 29 of this Lease) if necessary to make any repair required
to be made by it hereunder to remedy any condition that (i) results in a denial
of reasonable access to the demised premises, (ii) threatens the health or
safety of any occupant of the demised premises (including the encapsulation or
enclosure of asbestos or other Hazardous Materials) or (iii) except in the case
of damage by casualty or other destruction, materially interferes with Tenant's
ability, to conduct its business in the demised premises or (b) in all other
cases, at Tenant's request and expense. Landlord shall provide Tenant with
reasonable prior notice of any repairs or work (other than emergency work) that,
in Landlord's reasonable judgment, will materially interfere with the conduct of
Tenant's business in the demised premises.

                                   ARTICLE 5.

                              REQUIREMENTS OF LAW

      5.01. (a) Tenant, at its expense, shall comply with all laws, orders and
regulations of Federal, state, county and municipal authorities, and with any
direction of any public officer or officers, pursuant to law, which shall impose
any violation, order or duty upon Landlord or Tenant with respect to the
Building, or the use or occupation thereof (collectively, the "Legal
Requirements") including, without limitation, those applicable to the making of
any Improvements therein or the result of the making thereof and those
applicable by reason of the nature or type of business operated by Tenant in the
demised premises except that (other than with respect to the making of
Improvements or the result of the making thereof) Tenant shall not be under any
obligation to make any Improvements in order to comply with any Legal
Requirement applicable to the mere general "office" use (as opposed to the
manner of use) of the demised premises, unless otherwise expressly required
herein or if required as a result of any Improvements made by Tenant. Tenant, at
its expense, shall comply (and Tenant hereby expressly assumes all
responsibility for compliance) with the Americans With Disabilities Act of 1990
and any and all regulations promulgated thereunder, as the same may be amended
from time to time, (the "ADA") relating to the demised premises to the extent
such compliance involves work or other measures within the demised premises,
including, but not limited to, any path of travel alterations from the elevators
serving the demised premises through each portion of the demised premises and
any requirements of the ADA relating to Tenant's employees and business
operations within the demised premises, it being understood and agreed that


                                       25
<PAGE>

any ADA non-compliance arising from the design of the toilet room(s) which
Landlord undertook to design in compliance with the existing ADA shall be the
responsibility of Landlord, provided that all changes required as a result of
any modification of the ADA shall be done by Tenant, at its expense. Any
alterations required to be performed by Tenant to the demised premises for the
purpose of complying with the ADA, as aforesaid, or which otherwise require
compliance with the ADA, shall be done in accordance with the terms, provisions,
agreements, covenants and conditions of this Lease.

            (b) Tenant, at its expense, after written notice to Landlord, may
contest, by appropriate proceedings prosecuted diligently and in good faith, (i)
the validity or applicability of any Legal Requirement as to which Tenant has
the obligation to comply pursuant to Section 5.01(a) (and, if necessary, in the
name of, but without expense or liability to, Landlord) and shall defer Tenant's
compliance therewith, provided that: (A) Landlord or Landlord's agents shall not
be subject to civil liability or to criminal penalty or to prosecution for a
crime, or any fine or charge, nor shall the Land (as hereinafter defined) or
Building or any part thereof be subject to being condemned or vacated, or
subject to any lien or encumbrance by reason of non-compliance or otherwise by
reason of such contest; (B) before the commencement of any contest regarding the
validity or applicability of any Legal Requirement as to which Tenant has the
obligation to comply, if the cost of such compliance (as estimated by Landlord)
is over Fifty Million and no/100 ($50,000,000.00) Dollars, as adjusted by CPI
(as hereinafter defined), Tenant shall furnish to Landlord the bond of a surety
company reasonably satisfactory to Landlord, in form and substance reasonably
satisfactory to Landlord and in an amount equal to not less than one hundred
twenty-five (125%) percent of the cost of such compliance (as reasonably
estimated by Landlord) and Tenant shall indemnify Landlord against the cost of
such compliance and any liability resulting from or incurred in connection with
such contest or non-compliance; (C) such non-compliance or contest shall not
constitute or result in any breach of Landlord's obligations under any Mortgage,
as such term is hereinafter defined, or if any Mortgagee, as such term is
hereinafter defined, shall condition such non-compliance or contest upon the
taking of action or furnishing of security by Landlord, such action shall be
taken and such security shall be furnished at the expense of Tenant; (D) neither
such non-compliance or contest nor the continuation thereof shall adversely
affect Landlord's ability to obtain any permit required in connection with the
construction, operation or occupancy of all or any portion of the Land or
Building; and (E) Tenant shall keep Landlord regularly advised as to the status
of such proceedings. Landlord shall be deemed subject to prosecution for a crime
if Landlord, any Mortgagee or any of their officers, directors, partners,
shareholders, agents


                                       26
<PAGE>

or employees is, or can be, charged with a crime of any kind whatever.

      5.02. Tenant shall not do or permit to be done any act or thing upon said
demised premises, which will invalidate or be in conflict with New York standard
fire insurance policies covering the Building, and fixtures and property
therein.

      5.03. If, as a result of any use, act or omission (in violation of
Tenant's obligations under this Lease or which are violative of Legal
Requirements or Insurance Requirements for which Tenant is obligated to comply
with) by Tenant, the rate of fire insurance applicable to the Building shall be
increased to an amount higher than it otherwise would be, Tenant shall reimburse
Landlord for all increases of Landlord's fire insurance premiums so caused; such
reimbursement to be additional rent payable within thirty (30) days after demand
by Landlord. In any action or proceeding concerning the rate of fire insurance
applicable to the Building wherein Landlord and Tenant are parties, a schedule
or "make-up" of rates for the Building or demised premises issued by the body
making fire insurance rates for said demised premises or by the insurance
carrier issuing the fire insurance on the Building shall be presumptive evidence
of the facts therein stated and of the several items and charges in the fire
insurance rate then applicable to said demised premises.

      5.04. Landlord shall comply with (i) all ADA requirements which are not
the obligation of Tenant pursuant to Section 5.01(a) of this Lease and (ii) all
other Legal Requirements affecting the Building which are not the responsibility
of Tenant under Section 5.01(a) and the noncompliance with which would be
inconsistent with the operation of the Building as a First-Class Office
Building, and Landlord shall have the right to contest the applicability or
validity of any Legal Requirement so long as such contest would not result in a
forfeiture, revocation, loss or suspension of, or inability to obtain, the
certificate of occupancy (or change thereto) for the Building that would prevent
Tenant from lawfully using and occupying the demised premises for the purposes
permitted by this Lease.

                                   ARTICLE 6.

                                 SUBORDINATION

      6.01. (a) When, as and if each Subordination and Non-Disturbance Agreement
to be entered into under (and as defined in) Section 6.01(c) is executed and
delivered, this Lease and Tenant's rights hereunder shall be and become subject
and subordinate to the applicable mortgages which may hereafter


                                       27
<PAGE>

affect the Land and the Building (herein referred to as the "Mortgages" or the
"Mortgage"), and to all modifications, consolidations, replacements and
extensions thereof.

            (b) The holder of any Mortgage ("Mortgagee") may elect that this
Lease shall have priority over such Mortgage and, upon notification by such
Mortgagee to Tenant, this Lease shall be deemed to have priority over such
Mortgage, whether this Lease is dated prior, or subsequent, to the date of such
Mortgage.

            (c) The subordination of this Lease to any Mortgage in accordance
with Section 6.01(a) shall be provided under an agreement executed and delivered
by the Mortgagee and Tenant, and, if reasonably required by such Mortgagee or by
Tenant, also by Landlord, and such agreement (each such agreement, while in
force, the "Subordination and Non-Disturbance Agreement") shall be in
substantially the form annexed hereto as Exhibit K and shall be executed by
Tenant and returned to Landlord within fifteen (15) business days of Landlord's
request therefor, it being understood and agreed that Tenant will agree to such
reasonable changes to the Subordination and Non-Disturbance Agreement requested
by the Mortgagee, provided such changes (i) do not affect Tenant's rights or
obligations under this Lease in any material manner, (ii) do not increase
Tenant's financial obligations under this Lease and (iii) do not shorten or
lengthen the term of this Lease.

      6.02. If Landlord's interest in the Building is encumbered by a Mortgage
and such Mortgage is foreclosed, or Landlord's interest in the Building is
acquired by deed in lieu of foreclosure or if Landlord's interest in the
Building is sold pursuant to such foreclosure or by reason of a default under
said Mortgage, then notwithstanding such foreclosure, such acquisition by deed
in lieu of foreclosure, such sale, or such default, but subject to the
provisions of any Subordination and Non-Disturbance Agreement with such
Mortgagee (i) Tenant shall not disaffirm this Lease or any of its obligations
hereunder, and (ii) this Lease shall continue as a direct lease between such
applicable Mortgagee, transferee by deed in lieu of foreclosure or purchaser at
such foreclosure, as the landlord under this Lease, and Tenant, as the tenant
under this Lease, but if requested by such applicable Mortgagee, transferee by
deed in lieu of foreclosure or purchaser at such foreclosure or sale, Tenant
shall attorn to such Mortgagee, transferee or purchaser and execute a new lease
for the demised premises setting forth all of the provisions of this Lease
except that the term of such new lease shall be for the balance of the term' of
this Lease.

      6.03. If Landlord's interest in the demised premises is a leasehold
interest, at any time, and if Landlord's leasehold interest is terminated for
any reason, then, notwithstanding such


                                       28
<PAGE>

termination, the dispossession of Landlord from the Building, or any default by
Landlord, as tenant, under any ground lease or overlease, but subject to the
provisions of any Subordination and Non-Disturbance Agreement with such ground
lessor, (i) Tenant shall not disaffirm this Lease or any of its obligations
hereunder, and (ii) this Lease shall continue as a direct lease between such
ground lessor or overlandlord, as the landlord under this Lease, and Tenant, as
the tenant under this Lease, but at the request of such ground lessor or
overlandlord, Tenant shall attorn to the applicable ground lessor and execute a
new lease for the demised premises setting forth all of the provisions of this
Lease except that the term of such new lease shall be for the balance of the
term of this Lease.

      6.04. Tenant hereby acknowledges and agrees that, provided Tenant requests
that Landlord enter into the Overlease, as such term is hereinafter defined,
Tenant's right, title and interest in this Lease shall, and shall always, be
automatically subordinate to the Overlease, and to all modifications or
replacements thereto and extensions thereof requested by Tenant and approved by
Landlord or required of Landlord under the Overlease.

      6.05. Landlord hereby represents and warrants that, as of the date of
execution of this Lease by Landlord, there are no mortgages or ground leases
encumbering all or any portion of Landlord's interest in and to the Land and
Building.

                                   ARTICLE 7.

                     PROPERTY-LOSS, DAMAGE, REIMBURSEMENT

      7.01. Landlord or its agents shall not be liable for any injury or damage
to persons or property resulting from fire, explosion, falling plaster, steam,
gas, electricity, water, rain, or snow or leaks from any part of the Building,
or from the pipes, appliances or plumbing works or from the roof, street or
subsurface or from any other place or by dampness or by any other cause of
whatsoever nature, except to the extent any of the foregoing shall be caused by
or due to the willful misconduct or negligent act or omission (in violation of
Landlord's obligations under, or covenants, terms, provisions or agreements
contained in, this Lease or which would be violative of Legal Requirements or
Insurance Requirements, which Landlord is obligated to comply with pursuant to
the covenants, provisions or agreements of this Lease) of Landlord, its agents,
servants or employees, subject in each event to the provisions of Section 44.07
of this Lease.

      7.02. Section 7.02 omitted.


                                       29
<PAGE>

      7.03. Tenant shall give Landlord notice in case of a fire or accident in
the demised premises as well as notice of any other event occurring in the
demised premises which could give rise to a damage or injury claim against
Landlord or Tenant promptly after Tenant is aware of such fire, accident or
other event.

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

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

            (c) To the extent of the waiver included in Landlord's fire
insurance policy pursuant to subsection (a) above


                                       30
<PAGE>

or, if Landlord fails to comply with its obligations under such subsection (a),
to the extent of the waiver which would have been included if Landlord had
procured the same, Landlord hereby waives any and all right of recovery which it
might otherwise have against Tenant, its servants, agents and employees, for
loss or damage occurring to the Building and the fixtures, appurtenances and
equipment therein, to the extent the same is covered by Landlord's insurance,
notwithstanding that such loss or damage may result from the negligence or fault
of Tenant, its servants, agents or employees. To the extent of the waiver
included in Tenant's fire insurance policy pursuant to subsection (b) above or,
if Tenant fails to comply with its obligations under such subsection (b), to the
extent of the waiver which would have been included if Tenant had procured the
same, Tenant hereby waives any and all right of recovery which it might
otherwise have against Landlord, its servants, and employees and against every
other tenant in the Building who shall have executed a similar waiver as set
forth in this Section 7.04(c) for loss or damage to Tenant's furniture,
furnishing, fixtures and other property removable by Tenant under the provisions
hereof to the extent that same is covered by Tenant's insurance, notwithstanding
that such loss or damage may result from the negligence or fault of Landlord,
its servants, agents or employees, or such other tenant and the servants, agents
or employees thereof.

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

      7.05. Tenant shall maintain at its own cost and expense during the term of
this Lease primary and non-contributory insurance with a company or companies
reasonably acceptable to Landlord and licensed to do business or authorized in
New York State, insuring Tenant as follows:

            (a) Primary and Non-Contributory Commercial General Liability
Insurance covering the demised premises on an occurrence basis against all
claims for personal injury, bodily


                                       31
<PAGE>

injury, death and property damage, including contractual liability covering the
indemnification provisions in this Lease, and Owner's protective liability
insurance. Such insurance shall be for limits not less than a combined single
limit of Thirty Million Dollars ($30,000,000). Such policy shall name Landlord
and any ground lessor, overlandlord, managing agent or mortgagee of the Building
in which the demised premises are a part as additional insureds;

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

            (c) "All Risks" Property Insurance in an amount adequate to cover
the full replacement cost of all Tenant's Property;

            (d) In the event a motor vehicle is to be used by Tenant in
connection with its business operation from the demised premises, Comprehensive
Automobile Liability Insurance coverage with limits of not less than Three
Million Dollars ($3,000,000.00) combined single limit coverage against bodily
injury liability and property damage liability arising out of the use by or on
behalf of Tenant, its agents and employees in connection with this Lease, of any
owned, non-owned or hired motor vehicles. This policy shall name Landlord and
any ground lessor, overlandlord, managing agent or mortgagee of the Building as
additional insureds;

            (e) Any insurance required by the terms of this Lease to be carried
by Tenant may be under a blanket policy (or policies) covering other properties
of Tenant and/or its related or affiliated corporations, provided that (1)
Landlord and all other additional insureds required to be named by Tenant
pursuant to this Article are named in such policy as additional insureds, (ii)
the Building is expressly listed (by address) as a covered property, (iii) the
amount of coverage allocated to the Building shall be expressly listed, and
shall not be less than the amounts otherwise required hereunder, and (iv) such
blanket policy shall not diminish the obligations of Tenant so that the proceeds
from such blanket policy shall be an amount no less than the amount of the
proceeds that would be available if Tenant obtained the required insurance under
policies separately insuring the risks which this Lease requires Tenant to
insure;

            (f) Boiler and machinery coverage on a replacement cost basis if
Tenant controls such systems;

            (g) Liquor liability (dramshop) insurance; and


                                       32
<PAGE>

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

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

      7.07. Tenant shall, on or before the date hereof, furnish Landlord with
Certificates of Insurance or copies of insurance policies showing that all
insurance required by this Article is being maintained as required herein.
Tenant's Certificate of Insurance (except for those evidencing Worker's
Compensation coverage) shall name Landlord, and, to the extent identified in
writing to Tenant, its managing agent and each ground lessor and Mortgagee as
additional insureds. Upon renewal of any such insurance that expires before the
expiration of this Lease, Landlord shall be provided with renewal Certificates
of Insurance or binders or copies of policies not less than ten (10) days prior
to such expiration, together with evidence of the payment of the premiums
thereon. Receipt of each Certificate of Insurance or other documentation of
insurance or copies of policies by Landlord or by any of its representatives
which indicate less coverage than required herein will not constitute a waiver
of Tenant's obligation to fulfill said insurance requirements.

      7.08. Landlord shall maintain in respect of the Building at all times
during the term of this Lease:

            (i) standard All-Risk Property Insurance, covering the Building
      (including, without limitation, Tenant's Improvements therein but
      excluding Tenant's Property) in amounts equal to the full replacement cost
      of the Building (excluding Tenant's Property) at the time in question;

            (ii) Commercial General Liability Insurance (including contractual
      liability) in an amount not less than Thirty Million Dollars
      ($30,000,000);

            (iii) Employer's Liability Insurance in an amount not less than One
      Million Dollars ($1,000,000), with a waiver of subrogation endorsement;


                                       33
<PAGE>

            (iv) excess liability insurance over the insurance required by
      subsections (ii) and (iii) of this Section with combined, minimum coverage
      of Twenty Million Dollars ($20,000,000.00);

            (v) boiler and machinery coverage on a replacement cost basis; and

            (vi) Workers' Compensation Insurance in statutory limits.

            Landlord covenants to maintain the foregoing insurance subject to
such deductibles as are usual and customary for a prudent landlord of Landlord's
size and financial condition of a First-Class Office Building. Upon Tenant's
reasonable request, Landlord shall deliver to Tenant certificates of the
foregoing insurance. Landlord's commercial general liability policy shall name
Tenant as an additional insured as its interest may appear.

            Any insurance required by the terms of this Lease to be carried by
Landlord may be under a blanket policy (or policies) covering other properties
of Landlord and/or its related or affiliated corporations, provided that (i)
Tenant shall, to the extent of any commercial general liability coverage, be
named as an additional insured as its interest may appear, (ii) the Building is
expressly listed (by address) as a covered property, (iii) the amount of
coverage allocated to the Building shall be expressly listed, and shall not be
less than the amounts otherwise required hereunder, and (iv) such blanket policy
shall not diminish the obligations of Landlord so that the proceeds from such
blanket policy shall be an amount no less than the amount of the proceeds that
would be available if Landlord obtained the required insurance under policies
separately insuring the risks which this Lease requires Landlord to insure.
Landlord's insurance shall meet the requirements set forth in the first two (2)
sentences of Section 7.16 of this Lease.

      7.09. The insurance requirements set forth in this Article VII as they
relate to Tenant are hereinafter referred to as the "Insurance Requirements".

      7.10. Each of Landlord and Tenant shall be responsible for its own
deductibles and self-insurance retention and such costs shall not be the
responsibility or liability of the other party.

      7.11. Should Tenant engage a contractor or consultant to do work in or on
any portion of the Building, Tenant shall require such parties to obtain (and
name Landlord as an additional named insured on) such insurance policies as
would


                                       34
<PAGE>

customarily be required for such parties doing work in a First-Class Office
Building);

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

      7.13. If Tenant shall fail to furnish or maintain the insurance coverages
required to be obtained and maintained by Tenant pursuant to, and as required
by, this Article 7 and to furnish evidence reasonably satisfactory to Landlord
that such insurance coverages have been obtained and are, at all times
throughout the term of this Lease, in full force and effect, Landlord shall have
the right (but not the obligation) to obtain and maintain such insurance
coverages on behalf of Tenant and Tenant hereby covenants and agrees to (i)
furnish Landlord with all necessary information required by Landlord to obtain
and maintain such insurance coverages and (ii) to pay the premiums therefor upon
Landlord's demand for such payment.

      7.14. Any type of insurance or any increases in the limits of liability
described in this Article 7 that Tenant obtains for its own protection or as
otherwise required by statute shall be at Tenant's sole cost and expense.

      7.15. In the event that the IDA, as such term is hereinafter defined,
requires the tenant under the Overlease to obtain and maintain any insurance
coverage not expressly provided for elsewhere in this Article 7 or in excess of
the limits of liability elsewhere provided for in this Article 7 (other than
rent interruption insurance for not in excess of eighteen (18) months) and,
absent the requirement of the IDA, which Landlord would not otherwise be
carrying, then Tenant shall, at its sole cost and expense and without
contribution by Landlord, obtain and maintain those insurance coverages and/or
increases in limits of liability, as the case may be.

      7.16. All insurance required to be carried by Tenant herein shall be
evidenced by valid and enforceable policies issued by and distributed among
insurers of recognized responsibility having a Best's rating of A or better and
a financial size category of Class XII or above. Such insurers shall be
authorized to do business in New York. A certificate of each such policy shall
be delivered to Landlord concurrently with the execution and delivery hereof.
Thereafter, certificates for


                                       35
<PAGE>

each replacement policy shall be so delivered to Landlord not less than ten (10)
days prior to the expiration date of the policy or policies to be renewed or
replaced, in each case accompanied by evidence reasonably satisfactory to
Landlord that all premiums currently payable with respect to such policies have
been paid in full by or at the direction of Tenant. Upon Landlord's demand, from
time to time and upon fifteen (15) days written notice to Tenant, Tenant shall
cause to be delivered to Landlord a summary of the provisions, exclusions and
qualifications of Tenant's insurance policies applicable to the demised
premises, certified as true, complete and correct by Tenant's insurance carrier
or insurance broker.

      7.17. Notwithstanding anything to the contrary contained in this Lease,
Landlord shall, so long as Landlord is Metropolitan Life Insurance Company or
any successor to the business of Metropolitan Life Insurance Company by virtue
of a merger, consolidation or sale of all or substantially all of Metropolitan
Life Insurance Company's assets or stock, be entitled to self-insure and/or have
deductibles against all risks described in this Article. Landlord shall notify
Tenant of its election to self-insure as aforesaid and the extent (as to
coverage and limits of coverage of any such self-insurance), and Landlord's
failure in part or whole to carry any of the insurance required by this Article
on account of such self-insurance shall not constitute a breach of this
Article, but shall be deemed to be self-insurance by Landlord, as permitted by
this Article to the extent of such noncompliance.

                                   ARTICLE 8.

                        DESTRUCTION--FIRE OR OTHER CAUSE

      8.01. (a) If the Building shall be partially damaged or destroyed, or if
the demised premises shall be partially damaged or destroyed, by fire, casualty
or other cause, then whether or not the damage or destruction shall have
resulted from the fault or neglect of Tenant, or its servants, employees,
agents, visitors or licensees (and if this Lease shall not have been cancelled
as in this Article hereinafter provided), Landlord will promptly and with due
diligence and continuity repair the damage, and restore, replace, and rebuild
the Building and the demised premises at its expense after notice to it of the
damage or destruction; provided, however, that Landlord shall not be required to
repair or replace any of Tenant's Property, which repairs or replacements to
Tenant's Property shall be made by Tenant, at its own expense and subject to the
provisions of this Lease. If the demised premises shall be partially damaged or
partially destroyed, the basic annual rent and additional rent (but not the
Special Additional Rent, which shall continue to be


                                       36
<PAGE>

paid by Tenant) payable hereunder shall be proportionately abated (on a per
square foot basis, and taking into account the different basic annual rent per
square foot for the various portions of the demised premises) to the extent that
the demised premises shall have been rendered untenantable or unfit for the
conduct of Tenant's business in substantially the manner in which such business
was being conducted immediately prior to such casualty, and if Tenant does not
occupy such damaged or destroyed part of the demised premises for the conduct of
business, for the period from the date of such damage or destruction to the date
that the damage shall be repaired or restored. If the demised premises or a
major part thereof shall be totally, or substantially totally, damaged or
destroyed or rendered completely, or substantially completely, untenantable or
unfit for the conduct of Tenant's business in substantially the manner in which
such business was being conducted immediately prior to such fire, casualty or
other cause and on account of such fire, casualty or other cause, the basic
annual rent and additional rent (but not the Special Additional Rent, which
shall continue to be paid by Tenant) shall completely abate as of the date of
the damage or destruction until Landlord shall repair, restore, replace and
rebuild the demised premises as provided in the first sentence of this Section
8.01(a); provided, however, that, should Tenant reoccupy a portion of the
demised premises for the purpose of conducting business during the period the
restoration work is taking place either pursuant to this Section 8.01(a) or
Section 8.01(b) and prior to the date when the same is made completely
tenantable, basic annual rent and additional rent (but not the Special
Additional Rent which shall continue to be paid by Tenant) shall be apportioned
and be payable by Tenant in proportion to the part of the demised premises
occupied by it.

            (b) Within sixty (60) days after total or substantially total damage
or destruction to the demised premises or a major part thereof, Landlord shall
deliver to Tenant a statement prepared by a reputable contractor or architect
setting forth such party's estimate of the time required to repair such damage.
If the estimated period exceeds thirty-six (36) months from the date of the
fire, casualty or other cause, Tenant may elect to terminate this Lease by
notice to Landlord not later than sixty (60) days following receipt of such
statement. Such architect's estimates shall not assume the use by Landlord of
any overtime labor unless Landlord agrees to employ same. If Tenant shall
reasonably dispute whether the restoration may or may not be completed by
Landlord within thirty-six (36) months from the date of the casualty, the
determination of whether the restoration may or may not be completed within said
period of thirty-six (36) months shall be determined by an independent architect
reasonably acceptable to both parties or otherwise selected as hereinafter
provided, and the sixty (60) day period for giving of a notice of termination
shall commence upon the


                                       37
<PAGE>

receipt by Landlord and Tenant of such architect's estimate of such rebuilding
time. If Landlord and Tenant shall fail to agree on a single architect to make
such determination within sixty (60) business days after Tenant's receipt of
Landlord's estimate, then either party may apply to the Real Estate Board of New
York (or, following its failure to appoint such architect, the American
Arbitration Association or its successor) for appointment of such architect. The
determination of the architect selected as aforesaid shall be binding and
conclusive on the parties hereto and judgment may be entered thereon.

      8.02. In case the Building or the demised premises shall be substantially
damaged or destroyed by fire or other cause at any time during the last two (2)
years of the then term of this Lease then either Landlord or Tenant may cancel
this Lease and the term hereby granted upon written notice to the other party
hereto given within sixty (60) days after such damage or destruction; provided,
that neither Landlord nor Tenant shall have the right to cancel this Lease if,
prior to such damage or destruction, Tenant shall have delivered to Landlord
notice (an "Extension Notice") of its irrevocable election to thereafter extend
this Lease pursuant to Section 41.04 hereof, in which event neither Landlord nor
Tenant may elect to terminate this Lease with respect to any portions of the
demised premises which is the subject of such extension other than on the basis
set forth in Section 8.01(b) of this Lease.

      8.03. If the Building shall be so damaged that Landlord shall decide to
demolish or not to rebuild it, then in any of such events Landlord shall, within
one hundred twenty (120) days after such fire, casualty or other cause, give
Tenant a notice in writing of such decision, and thereupon the term of this
Lease shall expire by lapse of time upon the thirtieth (30th) day after such
notice is given, and Tenant shall vacate the demised premises and surrender the
same to Landlord.

      8.04. In the event of the termination of this Lease pursuant to the
provisions of this Article, this Lease shall expire as fully and completely on
the date fixed in such notice of termination as if that were the date definitely
fixed for the expiration of this Lease, but the basic annual rent, additional
rent and Special Additional Rent shall be apportioned and shall be paid up to
and including the date of such damage or destruction, any prepaid basic annual
rent or prepaid additional rent shall be refunded to Tenant, and the Special
Additional Rent Payment, as such term is hereinafter defined, shall be payable
by Tenant to Landlord.

      8.05. No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the


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<PAGE>

demised premises or of the Building, made in the manner required by Article 8
hereof.

      8.06. The provisions of this Article 8 shall be considered an express
agreement governing any case of damage or destruction of the Building or the
demised premises by fire or other casualty, and Section 227 of the Real Property
Law of the State of New York and any other law of like import now or hereafter
in force providing for such contingency, shall have no application.

                                   ARTICLE 9.

                                 EMINENT DOMAIN

      9.01. In the event that the whole of the demised premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use or
purpose, this Lease and the terms and estate hereby granted shall forthwith
cease and terminate as of the date of vesting of title (hereinafter referred to
as the "date of taking"), and Tenant shall have no claim against Landlord for,
or make any claim for, the value of any unexpired term of this Lease, and the
basic annual rent and additional rent, including, without limitation, Special
Additional Rent, shall be apportioned as of such date, and the Special
Additional Rent Payment shall be paid by Tenant to Landlord.

      9.02. In the event that any part of the demised premises shall be so
condemned or taken, then this Lease shall be and remain unaffected by such
condemnation or taking, except that the basic annual rent and additional rent
(but not the Special Additional Rent, which shall continue to be paid by Tenant)
allocable to the part so taken shall be apportioned (on a per square foot basis,
and taking into account the different basic annual rent per square foot for the
various portions of the demised premises) as of the date of taking, provided,
however, that (a) Tenant may elect to cancel this Lease (i) in the event the
area remaining following the condemnation or taking shall not be sufficient, in
the reasonable judgment of Tenant, to enable Tenant to continue the operation of
its business therein in substantially the manner in which such business was
being conducted immediately prior to such taking, or (ii) if such taking
materially adversely impairs the means of access to the demised premises or the
entrances or lobby of the Building, or (b) Landlord may elect to terminate this
Lease if in the reasonable judgment of Landlord and as a result of a
condemnation or taking of a portion of the Building, the Building could not be
operated in an economically viable manner, provided that Landlord has elected to
terminate leases covering fifty (50%) percent of


                                       39
<PAGE>

the balance of the leasable space in the Building, and provided further that the
party entitled to cancel the Lease serves the other party with a notice of
election to cancel not later than ninety (90) days after the date when title
shall vest in the condemning authority. Upon the giving of such notice, this
Lease shall terminate on the thirtieth (30th) day following the date of receipt
of such notice and the basic annual rent and additional rent, including, without
limitation, Special Additional Rent, shall be apportioned as of the date of the
condemnation or taking, with respect to the portion of the demised premises
taken, and as of such termination date with respect to the remainder of the
demised premises and the Special Additional Rent Payment shall be payable by
Tenant to Landlord. Upon such partial taking and this Lease continuing in force
as to any part of the demised premises not so taken, the basic annual rent and
additional rent (but not the Special Additional Rent, which shall continue to be
payable) shall be adjusted in the proportion that the area of the demised
premises taken bears to the total area of the demised premises (on a per square
foot basis, and taking into account the different basis annual rent per square
foot for the various floors). If as a result of the partial taking (and this
Lease continuing in force as to the part of the demised premises not so taken is
damaged, Landlord agrees to promptly restore the damaged portion remaining after
the taking, to the condition existing immediately prior to the taking.

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

      9.04. In the event that only a part of the demised premises shall be taken
and neither Landlord nor Tenant shall have elected to cancel this Lease as above
provided, the entire award for a partial taking shall be paid to Landlord;
provided, however, that the portion of any award which is expressly attributable
by the condemning authority to a taking of Tenant's Property shall be paid to
Tenant and Tenant shall be entitled to any award which may be awarded by the
condemning authority for Tenant's moving expenses. Landlord, at Landlord's own
expense, shall restore the unaffected part of the Building to substan-


                                       40
<PAGE>

tially the same condition and tenantability as existed prior to the taking.
Until said unaffected portion is restored, Tenant shall be entitled to a
proportionate abatement of basic annual rent and additional rent (but not the
Special Additional Rent, which shall continue to be paid by Tenant) for that
portion of the demised premises which is being restored and is not usable until
the completion of the restoration or until the said portion of the demised
premises is used by Tenant for the purpose of conducting its business, whichever
occurs sooner.

      9.05. Notwithstanding the above, if a partial taking shall occur in the
last two (2) years of the then term of this Lease, either Landlord or Tenant,
irrespective of the area of the space remaining, may elect to cancel this Lease
and the term hereby granted, provided such party shall have, within ninety (90)
days after such taking, given notice to that effect to the other party and, upon
the receipt of such notice, the basic annual rent and additional rent,
including, without limitation, Special Additional Rent, shall be apportioned and
paid to the date of expiration of the term specified, the Special Additional
Rent Payment shall be paid by Tenant to Landlord, and this Lease and the term
hereby granted shall cease, expire and come to an end upon the expiration of the
ninety (90) days specified in said notice, provided, however, that neither
Landlord nor Tenant shall have the right to cancel this Lease pursuant to this
Section 9.05 if, prior to the date of such partial taking, Tenant shall have
delivered to Landlord notice of its irrevocable election to thereafter extend
this Lease pursuant to Section 41.04 hereof, in which event neither Landlord nor
Tenant may elect to terminate this Lease pursuant to this Section 9.05 with
respect to any portions of the demised premises which are the subject of such
extension. If either Landlord or Tenant shall so elect to end this Lease and the
term hereby granted as provided herein, or if either party hereto shall elect to
end this Lease by exercising a right contained in Section 9.02 above, Landlord
need not restore any part of the demised premises and the entire award for
partial condemnation shall be paid to Landlord, and Tenant shall have no claim
to any part thereof, except as to the items set forth in Section 9.03, where
same are applicable.

                                  ARTICLE 10.

                                ASSIGNMENT, ETC.

      10.01. Except as expressly provided otherwise in this Article 10, Tenant,
for itself, its heirs, distributees, executors, administrators, legal
representatives, successors and assigns, expressly covenants that it shall not
assign, mortgage or encumber this Lease, nor underlet all or any portion of the
demised premises, or suffer or permit the demised premises or any


                                       41
<PAGE>

part thereof to be used by others, without the prior written consent of Landlord
in each instance. If this Lease be assigned, or if the demised premises or any
part thereof be underlet or occupied by any person or entity other than Tenant,
Landlord may, after default by Tenant past any required notice and beyond any
applicable cure period, collect rent from the assignee, undertenant 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
this covenant, or the acceptance of the assignee, undertenant 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 Landlord to an
assignment or underletting shall not in any way be construed to relieve Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or underletting as to which Landlord's consent is required under this
Lease. Possession or occupancy of any portion of the demised premises by one or
more of Tenant's Affiliates, as such term is hereinafter defined (whether or not
pursuant to a written agreement) shall not be deemed or construed to be a
sublease hereunder and Tenant shall be permitted to allow, subject to the terms
and conditions of the Lease (but without having to obtain Landlord's consent
thereto), Tenant's Affiliates to occupy the demised premises.

      10.02. If Tenant desires to sublet all or any portion of the Pedestal
Space or Concourse Space at a time when it is "Meeting the Threshold Level", as
such term is hereinafter defined, and provided further that Tenant would,
subsequent to the proposed subletting, continue to be Meeting the Threshold
Level, Tenant shall request Landlord's consent to each such subletting and, as
part of such request, Tenant must submit in writing to Landlord (i) the name and
address of the proposed sublessee and (ii) reasonably satisfactory information
relating to the proposed sublessee reasonably sufficient to enable Landlord to
determine the reputation and character of the proposed sublessee. Subject to
Tenant's compliance with this Section 10.02, the terms and conditions set forth
in Section 10.04(a) shall be the basis for Landlord's granting or withholding of
consent to a requested sublease of the Pedestal Space or Concourse Space. Any
subletting that complies with the terms, provisions and conditions of this
Section 10.02 shall not be subject to Section 10.03 of this Lease.

      10.03. (a) If (i) Tenant shall desire to sublet all or any portion of the
Pedestal Space or Concourse Space at a time when it is not, or following such
subletting would not be, Meeting the Threshold Level, or (ii) if Tenant shall
desire to sublet all or any portion of the Tower Space, then in either event
Tenant must first present Landlord with a written offer to sublease such space
to Landlord. Tenant's offer shall set forth


                                       42
<PAGE>

an effective date for such surrender or sublease (as the case may be), which
date shall not be less than thirty (30) days after the date Landlord receives
such offer. Landlord shall have a period of thirty (30) days after its receipt
of the said offer within which to accept or reject the offer. If Landlord shall
accept such offer, Tenant shall execute and deliver to Landlord, or anyone
designated or named by Landlord, a sublease of such portion of the demised
premises which Tenant offered to Landlord, which sublease shall commence on the
later of (x) the date specified in Tenant's offer and (y) the date which is
thirty (30) days after the date of delivery of Tenant's offer to Landlord, and
be for the term specified in Tenant's offer and for the rents specified in this
Section 10.03 and on the terms and conditions set forth in Section 10.07 hereof,
it being understood and agreed that in the event the offer to sublease was for
(1) Tower Space for a term of more than five (5) years or for all or
substantially the balance (namely, the remainder of the term following the
expiration of the proposed term of the sublease would be for a period of
eighteen (18) months or less) of the then term of this Lease on said space or
(2) Pedestal Space and/or Concourse Space for a term of more than ten (10) years
in the case of the initial term of this Lease or for all or substantially the
balance (namely, the remainder of the term following the expiration of the
proposed term of the sublease would be for a period of eighteen (18) months or
less) of the then term in the case of the initial term of this Lease or any
Extension Term, as such term is hereinafter defined, then, at Landlord's option
and in lieu of Tenant's executing the foregoing sublease, Tenant shall execute
and deliver to Landlord an instrument effecting a surrender, of this Lease on
the space that Tenant offered to sublease and a modification of this Lease
providing that, from the date of such surrender (i.e., the later of (x) the date
provided in Tenant's offer or (y) the date which is thirty (30) days after the
date of delivery of Tenant's offer to Landlord), the rentals required herein
shall be adjusted (based on the per square foot per annum basic annual rent then
being paid by Tenant for such space under this Lease) to reflect that portion of
the space surrendered to Landlord and Landlord shall pay to Tenant the payments
in lieu of real estate taxes for the Abatement Period (hereinafter defined), if
applicable, paid or payable by Tenant attributable to such space for the period
of such sublease or for the period after such surrender, as the case may be. All
transfer taxes payable in connection with any such surrender shall be payable by
Landlord. In the event Landlord does not acquire all of the demised premises,
Landlord (at Tenant's sole cost and expense if Tenant's offer to sublease
provided that Tenant would pay for the cost of the same, and if not, at
Landlord's cost and expense) will do all the work necessary to physically
separate the portion of the demised premises so surrendered to Landlord from the
portion so retained by Tenant, which work shall include, without limitation, the


                                       43
<PAGE>

erection of a demising wall between the portion of the demised premises so
surrendered to Landlord and the balance of the demised premises retained by
Tenant. In addition, in the event the portion of the demised premises so
surrendered to Landlord does not have direct access to a public corridor in the
Building or to an elevator bank not dedicated to Tenant's use, or at any time
during the term of this Lease such space is not being serviced by
air-conditioning, ventilating and other mechanical systems operated by
Landlord, Tenant, at Tenant's expense (except as hereinafter provided in this
sentence) shall, and will at all times, provide and permit reasonably
appropriate means of ingress to and egress from and access across and through
the balance of the demised premises retained by Tenant, provide and permit
appropriate use of the elevators in Tenant's dedicated elevator bank systems (if
any), including access across lobby and corridor areas, and provide and furnish
necessary and appropriate services, including, without limitation,
air-conditioning and ventilating service to such space on the same basis as are
provided in Section 27.04 of this Lease, for the same payments provided for in
Tenant's offer or, if not so provided, in accordance with Section 27.04 hereof,
which payments Landlord agrees to pay on the same basis as if it were providing
such service to Tenant so as to enable Landlord (its designees and lessees) to
use the portion of the demised premises so surrendered for the purposes for
which they were permitted to be used by Tenant.

            (b) Notwithstanding anything contained in this Article 10 to the
contrary, if, at the time Tenant offers to sublease all or any portion of the
Tower Space to Landlord, at least two hundred thousand (200,000) rentable square
feet (based on Exhibit G) of Tower Space, in the aggregate, are then included
under the demise of this Lease and Tenant would (following the completion of the
transaction set forth in Tenant's offer) be subleasing less than one hundred
thousand (100,000) rentable square feet (based on Exhibit G) of Tower Space, in
the aggregate, such offer by Tenant to Landlord to sublease Tower Space shall,
unless expressly set forth otherwise in Tenant's offer to Landlord, be, and be
deemed to be, an offer to sublease and Landlord may only sublet such space on
the terms provided in this Article 10 and may not recapture said space. As used
in this Section 10.03(b), the term "subleasing" shall include all Tower Space
recaptured by, or sublet to, Landlord or its designees, but shall not include
any sublease of Tower Space that Tenant was not, by the terms, provisions,
conditions, covenants and agreements of this Article 10, obligated to first
offer Landlord.

      10.04. (a) In connection with granting a consent to a requested sublease,
Landlord agrees that if Landlord did not exercise its rights to acquire that
portion of the demised


                                       44
<PAGE>

premises which Tenant proposes to sublease or if Tenant shall not be obligated
to first offer such space to Landlord, Landlord will, subsequent to the date
that is eighteen (18) months following the Rent Commencement Date, not withhold
or delay its consent to the proposed subletting provided (i) Tenant (or Tenant's
representative), shall not have publicly advertised the rentals to be paid
thereunder (but nothing herein contained shall prevent Tenant from making the
same known to the proposed subtenant); (ii) in Landlord's reasonable judgment
the reputation, business and character of the proposed sublessee are in keeping
with the reasonable standards of Landlord in those respects for the Building;
(iii) the purpose for which the proposed sublessee intends to use the demised
premises is not in violation of the provisions of Article 2 of this Lease; (iv)
neither (y) the proposed sublessee nor (z) any person, party or other entity
which directly or indirectly, controls, is controlled by, or is under common
control with the proposed sublessee or any person, party or other entity who
controls the proposed sublessee, is then an occupant of any part of the Building
and at the time such consent is requested Landlord has, or will (by the proposed
delivery date of the space to the proposed subtenant) have substantially similar
size space and type of space tower level, concourse level or pedestal level) to
that which Tenant seeks to sublet that would be available for a term at least
substantially as long as that of the proposed sublease; (v) the proposed
sublessee is not a person, party or other entity with whom Landlord or its
agents is then negotiating (and has not discontinued such negotiations) to lease
space in the Building at least substantially equal in size and type of space
(i.e., tower level, concourse level or pedestal level) and (vi) the form of the
proposed sublease shall comply with the applicable provisions of Sections 10.05
and 10.08 of this Lease, it being understood and agreed that if the rent payable
under the sublease exceeds the rent payable under the Lease on a prorated basis
(determined on a per square foot basis and taking into account the different
basic annual rent per square foot for the various portions of the demised
premises), Tenant shall pay to Landlord (as and when received by Tenant, and as
additional rent) fifty (50%) percent of the Sublease Profit, as such term is
hereinafter defined. Tenant shall deliver to Landlord a duplicate original of
the sublease no later than ten (10) business days prior to the effective date of
the sublease.

            (b) In connection with the granting of consent to a requested
sublease, Landlord agrees that if Landlord did not exercise its right to acquire
that portion of the demised premises that Tenant proposes to sublease or if
Tenant shall not be obligated to first offer such space to Landlord, Landlord
will, during the first eighteen (18) months following the commencement of the
Rent Commencement Date, not withhold or delay its consent to the proposed
subletting on the same basis as is


                                       45
<PAGE>

contained in Section 10.04(a), provided further that no more than one (1) floor
of Tower Space and/or no more than one (1) floor of Pedestal Space shall be so
sublet, and provided further that the rent payable under the sublease shall, if
not sublet to Landlord, be at no less than the rent then being charged by
Landlord, acting reasonably, for comparable space, after taking into account the
manner in which services are provided under this Lease.

            (c) The term "Sublease Profit" shall mean the excess, if any, (i) of
the rentals actually received by Tenant under any sublease (it being understood
that the rentals actually received under any sublease shall include sums paid
for the sale or rental of Tenant's fixtures, leasehold improvements, equipment,
furniture or other personal property, less, (i) in the case of the sale thereof,
the then net unamortized or undepreciated cost thereof determined on the basis
of Tenant's federal income tax returns, and (ii) in the case of the rental
thereof, the fair market rental value of such item(s), and any other
consideration actually received by Tenant under any sublease (the "Total
Income")) over (ii) the sum (the "Total Cost") of (w) all basic annual rent,
additional rent (other than Special Additional Rent) and Pilot (as hereinafter
defined) paid by Tenant, or such thereof as are reasonably allocable to the
portion of the demised premises so sublet, that are paid by Tenant to Landlord,
(x) "Tenant's Transaction Costs", as hereinafter defined, (y) any "Carryover
Credit", as hereinafter defined, and (z) all actual out-of-pocket costs, if any,
incurred by Tenant in providing services to the subtenant. The term "Tenant's
Transaction Costs" shall mean and include all actual reasonable costs and
expenses incurred by Tenant consistent with the then market requirements in
effectuating the subletting, including, without being limited to, brokerage
commissions, attorney's fees and disbursements, remodeling and redecorating
costs, rent paid during any free-rent periods and takeover costs and expenses.
In computing Sublease Profits, the Total Income, as and when received by Tenant,
shall first be offset against Tenant's Transaction Costs, as and when incurred
or paid by Tenant on the basis hereinafter provided, until Tenant has recovered
Tenant's Total Transaction Costs, it being understood that (1) any of the rent
or other items referred to in clause (x) of this Section 10.04 (b) shall only be
offset against Total Income as and when such items referred to in said clause
(x) are actually received by Landlord and (2) the actual out-of-pocket expenses
included in Tenant's Transaction Costs (such as attorney fees, brokerage
commissions, rent concessions and remodeling costs) may be offset against Total
Income as and when paid by Tenant. The Total Income, as and when received, less
such additional Total Cost as may be paid or incurred by Tenant on the basis
herein provided shall constitute Sublease Profit. If at any time a prior
sublease shall have resulted in a net loss to


                                       46
<PAGE>

Tenant with respect to such sublease (i.e., the total of the items included in
clauses (x) and (y) of this Section 10.04(b) paid for the duration of such
sublease exceeds the Total Income received under the terms thereof), such net
loss, to the extent theretofore incurred (a "Carryover Credit"), shall be
carried over and applied to other then existing or succeeding transactions, it
being understood that in no event shall Landlord ever be required to refund or
credit to Tenant any sums previously paid or determined to be owing to Landlord
for prior determinations of Sublease Profit. There shall be no duplication of
offsets against Total Income.

            (d) If Tenant's request for Landlord's consent to a specific
subletting shall be made more than nine (9) months after Landlord's rejection of
Tenant's offer (or more than nine (9) months from the expiration of the said
thirty (30) day period provided to Landlord within which to accept the offer if
Landlord shall have omitted or failed to accept or reject Tenant's offer), then
the provisions of this Article requiring Tenant first to offer to sublease or to
surrender to Landlord that portion of the demised premises Tenant desires to
sublet on thirty (30) days notice shall again be effective.

      10.05. Except for any subletting by Tenant to Landlord or its designee,
each subletting shall be made in accordance with the terms and conditions of
this Article 10 and shall be subject to all of the covenants, agreements, terms,
provisions and conditions contained in this Lease. Nothing in this Article 10
shall be deemed or construed to release Tenant from liability after a subletting
(other than a subletting to Landlord or its designee, but then only to the
extent of the area of the demised premises so subleased to Landlord or its
designee and only for the period of the sublease and any holdover by Landlord or
its designee, but no such sublease will ever release or relieve Tenant from its
obligation to pay Special Additional Rent) or, where permitted, an assignment,
it being understood and agreed that Tenant shall and will remain fully liable
for payment of the basic annual rent and additional rent (including, without
limitation, Special Additional Rent) due and to become due hereunder and for the
performance of all the covenants, agreements, terms, provisions and conditions
contained in this Lease on the part of Tenant to be performed, and all acts and
omissions of any licensee or sublessee or anyone claiming under or through any
sublessee (other than through Landlord or its designee) which shall be in
violation of any of the obligations of this Lease shall be deemed to be a
violation by Tenant. Tenant further agrees that, notwithstanding any such
subletting, no other and further subletting of the demised premises shall or
will be made except upon compliance with and subject to the provisions of this
Article 10.


                                       47
<PAGE>

      10.06. If Landlord shall (using the criteria set forth in Section 10.04 of
this Lease) decline to give its consent to any proposed sublease where such
consent is required and Landlord has agreed to be reasonable in granting such
consent and in all other situations where Landlord has not agreed to be
reasonable in granting or withholding any consent, Tenant shall indemnify,
defend and hold harmless Landlord against and from any and all loss, liability,
damages, costs and expenses (including reasonable counsel fees and
disbursements) resulting from any claims that may be made against Landlord by
the proposed sublessee or by any brokers or other persons claiming a commission
or similar compensation in connection with the proposed sublease.

      10.07. If Landlord exercises its option to sublet the portion(s) of the
demised premises which Tenant desires to sublet, such sublease to Landlord or
its designee shall be at the lower of (i) the rental rate per rentable square
foot of basic annual rent then payable on said space pursuant to this Lease
taking into account the different per square foot basic annual rent for the
various portions of the demised premises or (ii) the rentals set forth in the
economic terms of the proposed sublease, and shall be for the same sublease term
as that of the proposed subletting, and the sublease shall be on and contain the
following additional terms and conditions: (a) the sublease shall give the
sublessee the unqualified and unrestricted right, without Tenant's permission,
to assign such sublease or any interest therein and/or to sublet the space
covered by such sublease or any part or parts of such space and to make any and
all changes, alterations and improvements in the space covered by such sublease;
(b) the sublease shall provide that any assignee or further subtenant of
Landlord or its designee may, at the election and with the consent of Landlord,
be permitted to make alterations, decorations and installations in such space or
any part thereof and shall also provide in substance that any such alterations,
decorations and installations in such space therein made by any assignee or
subtenant of Landlord or its designee may be removed, in whole or in part, by
such assignee or subtenant, at its option, prior to or upon the expiration or
other termination of such sublease provided that such assignee or subtenant, at
its expense, shall repair any damage and injury to such space so sublet caused
by such removal and (C) the sublease shall also provide that (1) the parties to
such sublease expressly negate any intention that any estate created under such
sublease be merged with any other estate held by either of said parties, (2) any
assignment or subletting by Landlord or its designee may be for any purpose or
purposes that are suitable or appropriate for a First-Class Office Building, (3)
in the event the premises subleased to Landlord or its designee do not have
direct access to a public corridor in the Building or to an elevator bank not
dedicated to Tenant's use, or cannot readily be


                                       48
<PAGE>

connected to the Building's HVAC, electrical, plumbing, life safety, fire
protection and other mechanical systems, Tenant, at Tenant's expense (except as
hereinafter provided) shall, and will at all times, provide and permit
reasonably appropriate means of ingress to and egress from and access across and
through the balance of the demised premises retained by Tenant, provide and
permit appropriate use of the elevators in Tenant's dedicated elevator bank
systems (if any), including access across lobby and corridor areas, and provide
and furnish appropriate services to such space (including, without limitation,
those referred to in Section 27.04 hereof) on the same basis and for the same
payments as are provided in Section 27.04 hereof, so as to enable Landlord, its
designee and its or their subtenants, assignees and invitees to use the premises
so sublet for the purposes for which they were subleased, (4) Landlord (at
Tenant's expense if Tenant's offer to sublease provided that Tenant would pay
for the costs of the same, and if not, at Landlord's expense) may make such
alterations as may be required or deemed necessary by Landlord to physically
separate the portion of the demised premises subleased to Landlord or its
designee and to comply with any laws and requirements of public authorities
relating to such separation, (5) at the expiration of the term of such sublease,
Tenant will accept the space covered by such sublease in its then existing
condition, subject to the obligations of the sublessee to make such repairs
thereto as may be necessary to preserve the premises demised by such sublease in
good order and condition, and (6) in the case of any sublease entered into
pursuant to clause (i), above, of this Section 10.07 the sublease shall provide
that the subtenant shall pay (x) operating expenses and (y) real estate taxes
and/or reimburse Tenant for the pro-rata portion of the payments in lieu of
real estate taxes for the Abatement Period paid or thereafter payable by Tenant
for such period attributable to such space. Notwithstanding anything contained
in this Section 10.07 to the contrary, Landlord and Tenant agree that (i) if the
sublessee fails to pay to Tenant the rent and additional rent due under the
sublease, such payments may be offset against the basic annual rent and
additional rent payable to Landlord under this Lease, (ii) if the sublessee
fails to perform its obligations under the sublease, no such default shall,
unless the same is caused by the acts or omissions of Tenant (in violation of
Tenant's obligations under this Lease or which are violative of Legal
Requirements or Insurance Requirements with which Tenant is obligated to
comply), be a default under this Lease and (iii) if, within forty-five (45) days
prior to the expiration of the term of the sublease, Tenant requests that any
alteration, installation or improvement made by the sublessee be removed and the
sublet premises restored to its condition immediately prior to the date of the
sublease, reasonable wear and tear excepted, and Landlord's designee or
sublessee fails to so remove and restore within fifteen (15) days subsequent to
the expiration of the sublease, Landlord shall


                                       49
<PAGE>

promptly thereafter remove such installations, alterations or improvements and
restore the sublet premises to its condition immediately prior to the date of
the sublease, reasonable wear and tear excepted. Landlord agrees that it shall
not sublease or assign any portion of the premises subleased by Tenant to
Landlord or its designee under this Section 10.07 for any use where Landlord
has, pursuant to Article 2 hereof, agreed not to lease for such use.

      10.08. With respect to each and every sublease or subletting authorized
under the provisions of this Lease (other than a sublease made pursuant to
Section 10.07 hereof), it is further agreed: (a) no subletting shall be for a
term ending later than one (1) day prior to the expiration date of this Lease;
(b) no subtenant shall take possession of the demised premises or any portion
thereof, until an executed counterpart of such sublease has been delivered to
Landlord; (c) such subtenant shall not have any rights to sublet all or any
portion of the subleased space without Landlord's consent or right to sublease
or recapture, in each of which cases on the basis provided in this Lease except
that, if such subtenant is an Affiliate of Tenant at the time of the proposed
subletting, Landlord's consent shall only be required if Tenant, assuming Tenant
wanted to sublet said space, would be required to obtain Landlord's consent
thereto, nor shall such subtenant have any right to assign its interest in the
sublease other than to the successor to the business of the subtenant by virtue
of a merger, consolidation, sale of all or substantially all of such subtenant's
assets or stock provided Landlord shall be given notice of the applicable event
within twenty (20) business days after the occurrence thereof; (d) each sublease
shall provide that it is subject and subordinate to this Lease and to the
matters to which this Lease is or shall be subordinate, and that in the event of
termination, re-entry or dispossess by Landlord under this Lease, Landlord may,
at its option, take over all of the right, title and interest of Tenant, as
sublessor, under such sublease, and such subtenant shall, at Landlord's option,
attorn to Landlord pursuant to the then executory provisions of such sublease,
except that Landlord shall not (i) be liable for any previous act or omission of
Tenant under such sublease, (ii) be subject to any offset which theretofore
accrued or may thereafter accrue to such subtenant against Tenant, or (iii) be
bound by any previous modification of such sublease, or by any previous
prepayment of more than one (1) month's rent.

      10.09. Anything to the contrary contained herein notwithstanding, Tenant
may, without the prior written consent of Landlord (but without being released
from any liability under this Lease), and without the obligation of Tenant to
share any Sublease Profit, enter into any of the following transfers (each a
"Permitted Transfer"):


                                       50
<PAGE>

            (i) the assignment of this Lease or the sublease of the demised
premises to any successor to the business of Tenant by virtue of a merger,
consolidation, sale of all or substantially all of Tenant's assets or stock,
provided Landlord shall be given written notice of any such Permitted Transfer
under this clause (i) within twenty (20) business days after the occurrence
thereof;

            (ii) the sublease of not more than seventy-five thousand (75,000)
rentable square feet of demised premises, in the aggregate, to Windward Capital
Partners L.P.; Windward Management, Inc.; Clipper Asset Management Corporation;
The Clipper Group L.P.; Clipper Asset Management L.P.; Clipper Capital
Corporation; Venture Management I, Inc.; and/or Venture Management II, Inc. (or
to such replacement or additional merchant bankers providing services to Tenant
and/or its customers) except that such subtenants (or any permitted replacement
or permitted additional merchant bankers) shall not have any right to further
sublease all or any portion of the premises subleased to them nor shall any or
all of said subtenants (or any permitted replacements thereof or permitted
additional merchant bankers) have a right to assign the interest in their
respective subleases other than to a successor to the business of the applicable
subtenant by virtue of a merger, consolidation, sale of all or substantially all
of such subtenant's assets or stock, provided Landlord shall be given notice of
the applicable event within twenty (20) days of the occurrence thereof; and

            (iii) the assignment of this Lease or the sublease of all or any
portion of the demised premises to any of Tenant's Affiliates. For the purposes
of this Lease, the term (y) "Affiliate" means any entity which, directly or
indirectly, controls, is controlled by, or is under common control with, Tenant
and (z) "control" (including "controlling", "controlled by" and "under common
control with") shall, solely for the purpose of defining the term "Affiliate" of
Tenant, mean the ownership of not less than twenty-five (25%) percent of the
legal and beneficial interest in such entity and the right and ability to
control any actions to be taken by the holders of the voting securities of such
entity. In the case of a Permitted Transfer pursuant to this clause (iii), any
subsequent transaction whereby such transferee shall cease to be an Affiliate of
Tenant shall, unless in connection with another Permitted Transfer, constitute
an assignment requiring Landlord's prior written consent pursuant to this
Article 10.

      10.10. Tenant hereby waives any claim against Landlord which it may have
based upon any assertion that Landlord has unreasonably withheld or unreasonably
delayed any consent under this Article 10, and Tenant agrees that its sole
remedy shall be


                                       51
<PAGE>

to have the assertion determined by arbitration on the basis provided in Section
10.11 of this Lease. In the event the matter is determined in favor of Tenant,
the requested consent shall be deemed to have been granted; however, Landlord
shall have no liability to Tenant for its refusal or failure to give such
consent unless a court of competent jurisdiction (independently of the findings
of any arbitrator) determines in a final judgment not subject to `appeal that
Landlord's refusal to grant such consent was arbitrary, capricious and in bad
faith.

      10.11. Anything to the contrary contained herein notwithstanding, if there
is a dispute between Landlord and Tenant as to the timeliness of Landlord's
consent or the reasonableness of Landlord's refusal to consent to any subletting
or assignment or elsewhere in this Lease where arbitration under this Article 10
has been specifically been provided for to resolve a dispute, Landlord and
Tenant agree to diligently proceed in good faith to have such dispute resolved
by arbitration in the City of New York in accordance with the rules of The
American Arbitration Association (or its successor) by an arbitrator selected by
The American Arbitration Association (or its successor). Such arbitrator shall
be an attorney with at least 10 years experience in Manhattan office leasing for
First Class Office Buildings. The costs and expenses of arbitration shall be
shared equally by Landlord and Tenant, but each party shall be responsible for
its own costs and expenses and the fees and expenses of its own witnesses and
counsel. In rendering his decision, the arbitrator shall have no power to vary,
modify or amend any provision of this Lease. A determination made by arbitration
pursuant to this paragraph shall be final and binding upon the parties. The
arbitrator shall be required to furnish written arbitral findings to each of the
parties hereto.

      10.12. Notwithstanding anything hereinbefore contained to the contrary, in
the event Landlord subleases any space from Tenant pursuant to the terms of this
Article 10 and Landlord then sub-subleases all or any portion of the same to
anyone other than a Landlord Affiliate, as such term is hereinafter defined, or
if Landlord subleases to a Landlord Affiliate and such Affiliate at any time
subleases such space to other than another Landlord Affiliate, and the rent
payable under the sub-sublease exceeds the rent payable under the sublease with
Tenant on a prorated basis (determined on a per square foot basis and taking
into account the different basic annual rent per square foot for the various
portions of the subleased premises), Landlord shall pay to Tenant (as and when
received by Landlord), as additional rent, fifty (50%) percent of the Sublease
Profit, as such term is hereinbefore defined in Section 10.04(b) of this Lease,
except that wherever reference is made to "Tenant" the same shall mean
"Landlord", and wherever reference is made to "Landlord" the same shall mean
"Tenant" and with such other changes as shall be


                                       52
<PAGE>

required to make the terms of Section 10.04(b) reciprocal and applicable to the
transactions described in this Section 10.12. For the purposes of this Section
10.12, the term "Landlord Affiliate" shall mean any entity which, directly or
indirectly, controls, is controlled by, or is under common control with,
Landlord and in which Landlord owns at least a twenty-five (25%) percent legal
and beneficial interest. The term "control" (including "controlling",
"controlled by" and "under common control with") shall mean the right and
ability to control any actions to be taken by the holders of any voting
securities of such entity.

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

            (b) Any person or entity to which this Lease is assigned pursuant to
the provisions of the Bankruptcy Code shall be deemed without further act or
deed to have assumed all of the obligations arising under this Lease on and
after the date of such assignment. Any such assignee shall execute and deliver
to Landlord upon demand an instrument confirming such assumption. No assignment
of this Lease shall relieve Tenant of its obligations hereunder and, subsequent
to any assignment, Tenant's liability hereunder shall continue notwithstanding
any subsequent modification or amendment hereof or the release of any subsequent
tenant hereunder from any liability, to all of which Tenant hereby consents in
advance.

            (c) If Tenant assumes this Lease and proposes to assign the same
pursuant to the provisions of the Bankruptcy Code to any person or entity who
shall have made a bona fide offer to accept an assignment of this Lease on terms
acceptable to Tenant, then notice of such proposed assignment shall be given to
Landlord by Tenant no later than twenty (20) days after receipt by Tenant, but
in any event no later than ten (10) days prior to the date that Tenant shall
make application to a court of competent jurisdiction for authority and approval
to enter into such assignment and assumption. Such notice shall set forth (a)
the name and address of such person or entity, (b) all of the terms and
conditions of such offer, and (c) adequate assurance of future performance by
such person or entity under the Lease as set forth in Section 10.13(d) below,
including, without


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<PAGE>

limitation, the assurance referred to in Section 365(b) (3) of the Bankruptcy
Code. Landlord shall have the prior right and option, to be exercised by notice
to Tenant given at any time prior to the effective date of such proposed
assignment, to accept an assignment of this Lease upon the same terms and
conditions and for the same consideration, if any, as the bona fide offer made
by such person or entity, less any brokerage commissions which would otherwise
be payable by Tenant out of the consideration to be paid by such person or
entity in connection with the assignment of this Lease.

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

            (e) If, at any time after the originally named Tenant herein may
have assigned Tenant's interest in this Lease, this Lease shall be disaffirmed
or rejected in any proceeding of the types described in Section 14.01(b) hereof,
or in any similar proceeding, or in the event of termination of this Lease by
reason of any such proceeding or by reason of lapse of time following notice of
termination given pursuant to said Article 14 based upon any of the events of
default set forth in such Section 14.01(b), any prior tenant, including, without
limitation, the originally named Tenant, upon request of Landlord given within
thirty (30) days next following any such disaffirmance, rejection or termination
(and actual notice thereof to Landlord in the event of a disaffirmance or
rejection or in the event of termination other than by act of Landlord), shall
(1) pay to Landlord all basic annual rent, additional rent, including, without
limitation, Special Additional Rent, and other items due and owing by the
assignee to Landlord under this Lease to and including the date of such
disaffirmance, rejection or termination, and (2) as "tenant", enter into a new
lease with Landlord of the Premises for a term commencing on the effective


                                       54
<PAGE>

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

      10.14. Anything to the contrary provided in this Article 10
notwithstanding, Tenant shall have the right, upon not less than seven (7) days
prior written notice to Landlord, but without the prior consent of Landlord, to
sublease all or a portion of the demised premises to the IDA and to sub-sublease
the demised premises or the applicable portion thereof from the IDA pursuant to
one or more financing subleases intended to provide cash flow support for the
issuance of bonds by the IDA in connection with the acquisition of materials for
alterations (including the initial alterations) to the demised premises. No such
financing sublease shall (a) be subject to Landlord's right of first offer or
recapture pursuant to Section 10.03 hereof, (b) be subject to any sharing of
Sublease Profit pursuant to Section 10.04 (a) hereof, (c) be counted in
determining the extent of Tenant's subletting during the first eighteen (18)
months following the occurrence of the last Rent Commencement Date pursuant to
Section 10.04(b) hereof, or (d) be subject to the restriction on sublease
rentals set forth in Section 10.04(b) hereof.


                                       55
<PAGE>

      10.15. In the event that Tenant shall sublet all or a portion of the
demised premises pursuant to and in accordance with the provisions of this
Article 10, then unless otherwise expressly provided in this Lease each of the
permitted subtenants shall be entitled to the benefit of, or to exercise,
subject to fulfillment of the applicable conditions and performance of the
related obligations, if any, of Tenant under this Lease, Tenant's rights with
respect to use of the demised premises, the making of alterations, the
contesting of Legal Requirements, work and services to be provided by Landlord,
electrical energy and access to the Building. The provisions of this Section
10.15 shall in no event apply to any determination as to whether Tenant is
Meeting the Threshold Level or otherwise for purposes of determining occupancy
by Tenant including, without limitation, pursuant to Section 10.03 or Article 41
hereof. In the exercise of the foregoing rights or the enjoyment of the
foregoing benefits, permitted subtenants may only exercise such rights or enjoy
such benefits through Tenant and not directly with Landlord.

                                  ARTICLE 11.

                           ACCESS TO DEMISED PREMISES

      11.01. Tenant shall permit Landlord to erect, use and maintain pipes,
ducts, fans, wires and conduits in and through the demised premises, provided
the same are installed adjacent to or concealed behind, beneath or within
partitioning, columns, floors, walls and ceilings of the demised premises or
otherwise completely furred at points immediately adjacent to any of the
foregoing and provided further that the installation and maintenance of the same
do not (i) materially adversely affect Tenant's Systems, (ii) materially
adversely affect the use of the demised premises for Tenant's business purposes,
or (iii) reduce the useable area of the demised premises by a material amount
(it being agreed that Tenant shall be entitled to a rent reduction, calculated
on per square foot basis, for any reduction in the usable area of the demised
premises above a de minimis amount as a result of the foregoing) and Landlord
shall have used reasonable efforts to first install the same in portions of the
Building (such as shaftways) reserved by Landlord for use in common. Landlord
and persons authorized by Landlord shall have a right to enter and/or pass
through the demised premises, at all necessary times, to make, and the right to
make, such repairs, alterations, additions and improvements in or to the demised
premises, the Building and the facilities and equipment in either or both as
Landlord (i) is required to make under this Lease or any other lease or (ii)
desires to make, provided that such repairs, alterations, additions or
improvements shall be performed during such hours and in such manner so as not
to


                                       56
<PAGE>

unreasonably cause material interference with the conduct of Tenant's business.
Landlord shall be allowed to take all material into and upon the demised
premises that may be required for the repairs or alterations above mentioned as
the same is required for such purpose, provided that the presence, nature or
location of such material shall not unreasonably interfere with the conduct of
Tenant's business, and without the same constituting an eviction of Tenant in
whole or in part, and the rent reserved shall in no wise abate, except as
otherwise provided in this Lease, while said repairs or alterations are being
made, and Landlord shall have no liability by reason of loss or interruption of
the business of Tenant or annoyance or inconvenience to Tenant because of the
prosecution of any such work, provided Landlord diligently proceeds therewith
and complies with the provisions of this Article 11. Landlord shall exercise
reasonable diligence so as not to unreasonably cause interference with the
conduct of Tenant's business and shall take reasonable care to safeguard the
demised premises and Tenant's property and shall repair any damage caused by
Landlord, its contractors and employees, but nothing contained in this Article
11 shall require Landlord to expend or incur any charges or costs for overtime
labor or pay any premiums other than on the basis provided in Section 4.05 of
this Lease. Landlord or its agents or designees shall, during Business Hours,
have the right, to enter the demised premises, other than vaults or other
enclosures where money, securities or other valuables or confidential documents
are kept, at reasonable times during Business Hours, (i) throughout the term of
this Lease, for the purpose of inspecting them or exhibiting them to prospective
purchasers of the Building or prospective mortgagees of the fee or of Landlord's
interest in the property of which the demised premises are a part or to
prospective assignees of any such mortgages or to the holder of any mortgage on
Landlord's interest in the property, its agents or designees and (ii) during the
last two (2) years of the then term of this Lease, for the purpose of exhibiting
them to prospective lessees of all or any portion of the demised premises.

      11.02. Landlord shall, to the extent Tenant makes a representative
available for the following purpose, be accompanied by a representative of
Tenant in every instance of access to the demised premises except in case of an
emergency, in which case Landlord shall be accompanied by an officer of the fire
or police department, to the extent such an officer is immediately available. If
Tenant shall not be personally present to open and permit an entry into the
demised premises at any time when for any reason an entry therein shall be
necessary by reason of fire or other emergency, Landlord or Landlord's agents
may forcibly enter the same without rendering Landlord or such agents liable
therefor and without in any manner affecting the obligations and covenants of
this Lease.


                                       57
<PAGE>

      11.03. Notwithstanding the foregoing, any entry into the demised premises
pursuant to this Article 11 shall be subject to the following conditions:

            (i) Landlord shall, except in case of emergency, provide Tenant with
not less than twenty-four (24) hours' prior notice of any such entry;

            (ii) any damage to the demised premises resulting from Landlord's
exercise of the foregoing rights shall be repaired promptly by Landlord, at
Landlord's expense;

            (iii) if Tenant shall not be present when for any reason entry into
the demised premises shall be necessary or permissible, Landlord or Landlord's
agents may enter any portion of the same, other than areas previously designated
in a written notice to Landlord by Tenant as "security areas" where securities,
negotiable instruments or currency are kept by Tenant. Neither Landlord nor
Landlord's agents shall enter such "security areas" except in the case of an
emergency; and

            (iv) entry unto or into the demised premises for purposes of
inspection by Landlord, its agents and designees or exhibition to prospective
lessees, mortgagees or purchasers shall only be made during Business Hours.

                                  ARTICLE 12.

                            CERTIFICATE OF OCCUPANCY

      12.01. Attached hereto and made a part hereof as Exhibit M is a photocopy
or the existing certificate of occupancy last obtained by Landlord for the
Building. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy to be issued for the Building. Tenant
may, from time to time, modify the certificate of occupancy for the demised
premises provided the same (i) does not permit uses other than those permitted
under Article 2 of this Lease and (ii) does not affect the certificate of
occupancy for the Building other than the demised premises. Landlord shall not
do anything to prevent the issuance of, or cause the loss or revocation of, a
certificate of occupancy for the Building permitting the use thereof for office
use. If either party's execution alone would not be sufficient to obtain a
certificate of occupancy or amendment thereto for which such party may be
permitted to obtain or is legally required to obtain, the other party shall,
upon request by the party seeking such certificate or amendment thereto,
promptly execute and deliver (or cause to be executed and delivered) all
factually correct and lawful applications and consents required by Legal
Requirements and/or Insurance Require-


                                       58
<PAGE>

ments to be filed in order to enable such certificate of occupancy or amendments
thereto to be obtained, provided the party requested to sign the same thereby
incurs no liability or expense.

                                  ARTICLE 13.

                             INTENTIONALLY DELETED

                                  ARTICLE 14.

                                    DEFAULT

      14.01. (a) If Tenant fails to pay (i) any installment of basic annual rent
or any installment of Special Additional Rent within five (5) days after notice
from Landlord to Tenant of the failure to pay the same or (ii) any other item of
additional rent within fifteen (15) days after notice from Landlord to Tenant of
the failure to pay the same (any failure of which payment of the items set forth
in clause (i) of this Section 14.01(a) after the applicable notice and grace
period shall hereinafter be referred to as a "Monetary Default"),

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

                  (ii) if Tenant shall make a general assignment for the benefit
of creditors;

                  (iii) if any case, proceeding or other action shall be
commenced or instituted against Tenant (x) seeking to have an order for relief
entered against it as debtor or to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts under
any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, or (y) seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property, which in either of such


                                       59
<PAGE>

cases (A) results in any such entry of an order for relief, adjudication of
bankruptcy or insolvency or such an appointment or the issuance or entry of any
other order having a similar effect or (B) remains undismissed for a period of
sixty (60) days;

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

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

            (c) if (i) the demised premises become vacant or deserted for a
period in excess of twenty (20) business days other than as a result of a
casualty rendering the demised premises untenantable; (ii) 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
(iii) if Tenant shall default in the observance or performance of any term,
agreements, covenant, provision or condition of this Lease on Tenant's part to
be observed or performed (other than those specified in clauses (a) and (b) of
this Section 14.01), and if Tenant shall have failed to comply with or remedy
any default specified in this clause (c) within thirty (30) days after notice
thereof from Landlord, or if the said default or omission complained of shall be
of a nature that the same cannot be completely cured or remedied within said
thirty (30) day period, and if Tenant shall not have diligently commenced curing
such default within such thirty (30) day period, and if Tenant shall not
thereafter with reasonable diligence and in good faith proceed to remedy or cure
such default,

then in each such event Landlord may, at its option, 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
Landlord but Tenant shall remain liable as hereinafter provided.


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<PAGE>

      14.02. If the five (5) day notice provided for in Section 14.01 hereof
shall have been given, and the term shall expire as aforesaid, then and in any
of such events Landlord may re-enter the demised premises and dispossess Tenant
and the legal representative of Tenant or other occupants of the demised
premises by summary or other legal proceedings and remove their effects and hold
the demised premises as if this Lease had not been made.

      14.03. Notwithstanding any expiration or termination prior to the Lease
expiration date as set forth in this Article 14, except as provided in Section
15.01 hereof, Tenant's obligation to pay basic annual rent and additional rent,
including, without limitation, Special Additional Rent, under this Lease shall
continue to and cover all periods up to the date provided in this Lease for the
expiration of the term hereof.

      14.04. Anything contained in this Article 14 to the contrary
notwithstanding, if any termination of this Lease pursuant to this Article 14
shall be stayed by order of any court having jurisdiction over any proceeding
described in Section 14.01(b) hereof, or by federal or state statute, then,
following the expiration of any such stay, or if the trustee appointed in any
such proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume
Tenant's obligations under this Lease within the period prescribed therefor by
law or within one hundred twenty (120) days after entry of the order for relief
or as may be allowed by the court, or if said trustee, Tenant or Tenant as
debtor-in-possession shall fail to provide adequate protection of Landlord's
right, title and interest in and to the Premises or adequate assurance of the
complete and continuous future performance of Tenant's obligations under this
Lease as provided in Section 10.13(d), Landlord, to the extent permitted by law
or by leave of the court having jurisdiction over such proceeding, shall have
the right, at its election, to terminate this Lease on five (5) days' notice to
Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration
of said five (5) day period this Lease shall cease and expire as aforesaid and
Tenant, Tenant as debtor-in-possession or said trustee shall immediately quit
and surrender the demised premises as aforesaid.

      14.05. If at any time, (1) Tenant shall be comprised of two (2) or more
persons, or (ii) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
Lease shall have been assigned, the word "Tenant", as used in Section 14.01 (b),
shall be deemed to mean any one or more of the persons primarily or secondarily
liable for Tenant's obligations under this Lease. Any monies received by
Landlord from or on behalf of Tenant during the pendency of any proceeding of
the types referred to in Section 14.01(b) shall be deemed paid as compensation
for the use


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<PAGE>

and occupation of the demised premises and the acceptance of any such
compensation by Landlord shall not be deemed an acceptance of rental or a waiver
on the part of Landlord of any rights under this Article 14.

      14.06. A default by Tenant of its obligations under any of the
Construction Agreement, the Construction Coordination Agreement, the
Condominiumization Agreement, the letter dated of even date herewith by and
between Landlord and Tenant referenced as "Federal Rehabilitation Tax Credits"
(herein referred to as the "Cates Letter") and all other agreements and letters
entered into between Landlord and Tenant as of the date hereof shall be deemed
to be a default by Tenant under this Lease and a default by Tenant of its
obligations under this Lease shall be deemed to be a default by Tenant of its
obligations under such other agreements, subject in each case to the applicable
notice and grace periods relative to such default contained in such other
agreement or, if no notice or grace period is stated, subject to the notice and
grace periods, if any, which would apply to such default if it were set forth in
this Lease.

                                  ARTICLE 15.

                   REMEDIES OF LANDLORD: WAIVER OF REDEMPTION

      15.01. In case of any such re-entry, expiration and/or dispossession by
summary proceedings or other legal proceedings as set forth in Article 14 hereof
(a) the rent shall become due thereupon and be paid up to the time of such
re-entry, expiration and/or dispossession, together with such expenses as
Landlord may reasonably incur for legal expenses, reasonable attorneys' fees,
brokerage fees, and/or putting the demised premises into the condition in which
Tenant would have been obligated to deliver the demised premises on the fixed
expiration date of the term; (b) Landlord may re-let the demised premises or
any part or parts thereof, either in the name of Landlord or otherwise, for a
term or terms which may at Landlord'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; and/or (c) Tenant shall, in addition to the
other rights and remedies Landlord has, or may claim by virtue of any other
provision contained herein or by virtue of any statute or rule of law, also pay
Landlord as liquidated damages (and not as a penalty) for the failure of Tenant
to observe and perform said Tenant's covenants, agreements, terms, provisions
and conditions herein contained: (y) 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 lease or leases of the demised premises (or, in the
event that Landlord or any Affiliate of Landlord, at its or their option but
without any obligation to


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<PAGE>

do so, re-occupies any portion of the demised premises, the fair market rental
value attributable to the portion of the demised premises so occupied for the
period of such occupancy) for each month of the period which would otherwise
have constituted the balance of the term of this Lease, or, at Landlord's
option, but in lieu of any other damages which may otherwise be recoverable by
Landlord hereunder with respect to the loss of the benefit of Landlord's
bargain, (z) a sum which at the time of such termination of this Lease or at the
time of any such re-entry by Landlord, as the case may be, represents the then
present value of the excess (employing a discount factor equal to the Treasury
Rate, as such term is hereinafter defined), if any, of (i) the aggregate amount
of the basic annual rent and the additional rent (including, without limitation,
Special Additional Rent) which would have been payable by Tenant (conclusively
presuming the average monthly additional rent to be the same as were payable for
the last twelve (12) calendar months, or if fewer than twelve (12) calendar
months have then elapsed from the Rent Commencement Date, all of the calendar
months immediately preceding such termination or re-entry) for the period
commencing with such earlier termination of this Lease or the date of any such
reentry, as the case may be, and ending with the date contemplated as the
expiration date hereof if this Lease had not so terminated or if Landlord had
not so re-entered the demised premises, over (ii) the aggregate fair market
rental value of the demised premises for the same period. The failure or refusal
of Landlord to re-let the demised 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 actual
out-of-pocket expenses as Landlord may reasonably incur in connection with
re-letting, such as legal expenses, reasonable attorneys' fees, brokerage fees
and for keeping the demised premises in good order or for preparing the same for
re-letting. Any liquidated damages payable pursuant to clause (y) of this
Section 15.01 shall be paid in monthly installments by Tenant on the rent days
specified in this Lease and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Landlord
to collect the deficiency for any subsequent month by a similar proceeding.
Landlord, at Landlord's option, may make such alterations, repairs, replacements
and/or decorations in the demised premises as Landlord, in Landlord's reasonable
judgment, considers advisable and necessary for the purpose of re-letting the
demised premises; and the making of such alterations and/or decorations shall
not operate or be construed to release Tenant from liability hereunder as
aforesaid. Landlord shall in no event be liable in any way whatsoever for
failure or refusal to re-let the demised premises or any parts thereof, or, in
the event that the demised premises are re-let, for failure to collect the rent
thereof under such re-letting.


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<PAGE>

      15.02. Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant's being
evicted or dispossessed for any cause, or in the event of Landlord's obtaining
possession of the demised premises, by reason of the violation by Tenant of any
of the covenants, terms, provisions and conditions of this Lease or otherwise
(beyond applicable notice and grace periods).

      15.03. Suit or suits for the recovery of such damages, or any installments
thereof, may be brought by Landlord from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit
until the date when the term of this Lease would have expired if it had not been
so terminated under the provisions of Article 14 or under any provision of law,
or had Landlord not re-entered the demised premises. Except as expressly set
forth in Section 15.01 and Section 44.07 hereof, nothing herein contained shall
be construed to limit or preclude recovery by Landlord or Tenant against the
other of any sums or damages to which, in addition to the damages particularly
provided herein, such party may lawfully recover.

      15.04. In the event of a breach or threatened breach by either Landlord or
Tenant of any of the covenants, agreements, terms, provisions and conditions
hereof, the non-breaching party shall have the right to seek an injunction and
the right to invoke any remedy allowed at law or in equity. Mention in this
Lease of any particular remedy shall not preclude Landlord or Tenant from any
other remedy, at law or in equity, except as expressly set forth in Section
15.01 and Section 44.07 hereof and except for consequential and punitive damage,
which consequential and punitive damages Landlord and Tenant each hereby waive
and release.

                                  ARTICLE 16.

                               FEES AND EXPENSES

      16.01. If Tenant shall default in the observance or performance of any
term, agreement, condition, provision or covenant on Tenant's part to be
observed or performed under or by virtue of any of the covenants, agreements,
terms, provisions or conditions in any Article of this Lease, Landlord may
remedy such default for the account of Tenant, immediately and without notice in
case of emergency, or in any other case, only provided that Tenant shall fail to
remedy such default with all reasonable dispatch after Landlord shall have
notified Tenant in writing of such default and the applicable grace period, if
any, for curing such default shall have expired, and if Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith, such sums paid or obligations incurred,


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<PAGE>

with interest at a per annum rate of two (2%) percent in excess of the rate
publicly announced from time to time by Citibank, N.A. in New York, New York (or
its successors) as its base lending rate (the "Interest Rate"), shall be deemed
to be additional rent hereunder and shall be paid by Tenant to Landlord within
five (5) days of rendition of a bill to Tenant therefor.

      16.02. Any sums not paid when due by either party shall bear interest at
the Interest Rate from their respective due dates until received by the other
party, but none of the foregoing shall in any way limit any claim for damages or
any other rights or remedies available to either party hereunder for any breach
or default by the other hereunder.

                                  ARTICLE 17.

                         NO REPRESENTATIONS BY LANDLORD

      17.01. Tenant expressly acknowledges and agrees that Landlord or
Landlord's agents or representatives have not made and are not making, and
Tenant, in executing this Lease, has not relied upon any warranties,
representations, promises or statements except to the extent that the same are
expressly set forth in this Lease or the agreements being executed
contemporaneously herewith and which, by their terms, expressly provide for
their survival subsequent to the execution and delivery of this Lease.

      17.02. Landlord expressly acknowledges and agrees that neither Tenant nor
Tenant's agents or representatives have made and are not making, and Landlord,
in executing this Lease, has not relied upon, any warranties, representations,
promises or statements except to the extent that the same are expressly set
forth in this Lease or the agreements being executed contemporaneously herewith
and which, by their terms, expressly provide for their survival subsequent to
the execution and delivery of this Lease.

                                   ARTICLE 18

                                  END OF TERM

      18.01. Expressly subject to Article 3 of this Lease, upon the expiration
or other termination of the term of this Lease, Tenant shall quit and surrender
to Landlord the demised premises in good order and condition, ordinary wear and
tear and damage by fire, the elements or other casualty or condemnation
excepted, and Tenant shall remove all of its property, which it may be permitted
or be required to remove, as hereinbefore provided.


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<PAGE>

      20.07. The term "Land" shall mean the real property described by metes and
bounds description attached hereto and made a part hereof as Exhibit D.

      20.08. The term "Landlord" as used in this Lease means only the owner or
the Mortgagee in possession at the time in question of the Land and Building (or
the units in the Condominium, as such term is hereinafter defined, other than
those which are the subject of the Overlease, as hereinafter defined, in which
event the holder of the interest of the tenant under the Overlease shall also be
included in the definition of Landlord) so that in the event of any transfer of
title to said Land and Building, or in the event of a lease of the entire
Building or of the Land and Building in each case other than to a Landlord
Affiliate, upon notification to Tenant of such transfer or lease, the said
transferor Landlord shall be and hereby is entirely freed and relieved of all
covenants, agreements, terms, provisions, conditions and obligations of Landlord
accruing, or arising out of a state of facts occurring, after such transfer.
Upon any transfer described above, it shall be deemed, without further agreement
that such transferee has assumed and agreed to perform and observe all
obligations of Landlord herein during the period it is the holder of Landlord's
interest under this Lease. Except as otherwise provided below, Tenant shall look
only to Landlord's estate in the Land and the Building for the satisfaction of
Tenant's remedies for the collection of a judgment (or other judicial process)
requiring the payment of money by Landlord in the event of a default by Landlord
hereunder, and no other property or assets of Landlord or its officers,
directors, employees, partners or principals, 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
Landlord and Tenant hereunder or Tenant's use or occupancy of the demised
premises. Anything to the contrary provided in this Section 20.08
notwithstanding, the obligation of Landlord to perform Landlord's Work and to
fund the Construction Amount and any liability assumed by Metropolitan Life
Insurance Company (or any successor to the business of Metropolitan Life
Insurance Company by virtue of a merger, consolidation or sale of all or
substantially all of Metropolitan Life Insurance Company's assets) should
Metropolitan Life Insurance Company or such successor become a self-insurer as
provided in Article 7 of this Lease shall at all times remain personal
obligations of Metropolitan Life Insurance Company or such successor, as the
case may be, (a) which shall not be released upon any transfer of the Building
and (b) with respect to which Tenant's recourse shall not be limited to
Landlord's estate in the Land and Building.


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<PAGE>

      20.14. The term "Tenant" shall mean CS First Boston Corporation, its
permitted successors and permitted assigns; provided, however, that solely with
respect to the application of any standard provided in this Lease with respect
to "Meeting the Threshold Level" or otherwise with respect to Tenant's level of
occupancy of the demised premises, "Tenant" shall mean collectively, CS First
Boston Corporation, its Controlled Affiliates, the permitted successors and
permitted assigns of CS First Boston Corporation and Controlled Affiliates of
the permitted successors and permitted assigns of CS First Boston Corporation.

      20.15. The term "Treasury Rate" shall mean the yield in percent per annum
of the Treasury Constant Maturities for ten (10) year terms as published in
document H.15(519) (presently published by the Board of Governors of the Federal
Reserve System titled "Federal Reserve Statistical Release") for the calendar
week immediately preceding the calendar week in which the Treasury Rate is to be
determined. If the publishing of the yield of Treasury Constant Maturities is
ever discontinued, then the Treasury Rate shall be based upon the index which
the Board of Governors of the Federal Reserve System publishes in replacement
or, if no such replacement index is published, the index which, in Landlord's
reasonable determination, most nearly corresponds to the yield of the Treasury
Constant Maturities.

      20.16. The term "Building Systems" shall mean the mechanical, gas,
electrical, sanitary, heating, air conditioning, ventilating, elevator, plumbing
and life-safety and other service systems of the Building, other than (i) any
Tenant's Systems and (ii) the distribution portions of such Building Systems
located within the demised premises.

      20.17. The term "Costs" shall mean the actual cost to the party in
question of providing the item in question, which costs shall include the cost
of labor and material to third parties, but shall not include any markup for any
interest carry, depreciation, management charge or overhead charge or, in the
case of Landlord, payments to the Building management agent for services not in
excess of that it is required to provide as part of its regular management
duties.

                                  ARTICLE 21.

                          ADJACENT EXCAVATION--SHORING

      21.01. If an excavation shall be made upon land adjacent to or under the
Building, or shall be authorized to be made, Tenant shall, upon reasonable
advance notice (except in an emergency), afford to the person causing or
authorized to cause


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<PAGE>

such excavation license to enter upon the demised premises for the purpose of
doing such work as shall be reasonably necessary to preserve the wall of the
Building of which the 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 Landlord, or diminution or abatement of basic annual rent or
additional rent (including, without limitation, Special Additional Rent),
provided that Tenant shall continue to have access to the demised premises and
the portions of the Building to which Tenant is, by the terms of this Lease,
entitled to have such access, and that such work and any permanent changes to
the Building resulting therefrom do not (a) materially reduce, interfere with or
deprive Tenant of access to the Building or the demised premises, (b) reduce the
usable floor area of the demised premises to the extent that the same would
materially interfere with the conduct of Tenant's business at the demised
premises or (c) materially impede the operation of Tenant's business but if the
usable floor area of the demised premises is reduced by more than a minimal
amount, the basic annual rent and additional rent (but not the Special
Additional Rent) shall be proportionately abated (on a per square foot basis,
and taking into account the different basic annual rent per square foot for the
various portions of the demised premises) for the period of such reduction.

                                  ARTICLE 22.

                             RULES AND REGULATIONS

      22.01. Tenant, Tenant's permitted subtenants, the Controlled Affiliates of
Tenant, the Controlled Affiliates of Tenant's permitted successors and assigns,
and the servants, employees and agents of each of the foregoing shall observe
faithfully and comply with the Rules and Regulations set forth in Exhibit B
attached hereto and made part hereof and such reasonable changes thereto
(whether by modification, elimination or addition) as Landlord at any time or
times hereafter may make and communicate to Tenant, which, in Landlord's
reasonable judgment, shall be necessary for the reputation, safety, care and
appearance of the Building, or the preservation of good order therein, or the
operation or maintenance of the Building, and which do not unreasonably affect
the conduct in the demised premises of the business of Tenant, its permitted
subtenants and the Controlled Affiliates of Tenant and the Controlled Affiliates
of Tenant's permitted successors and permitted assigns; provided that (i)
Landlord gives Tenant prior written notice of such changes and (ii) such new
rules and regulations or changes in existing rules and regulations do not
require expenditures by Tenant by more than a non-material amount and do not
require expenditures for alterations other than in non-material amounts,


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<PAGE>

not contemplated by the terms of the Lease (such rules and regulations as
changed from time to time being herein called "Rules and Regulations"). In case
of any conflict or inconsistency between the provisions of this Lease and any of
the Rules and Regulations, the provisions of this Lease shall control.

      22.02. Landlord shall (a) not enforce against Tenant any Rules or
Regulations which Landlord is not then generally enforcing against all other
office tenants of the Building; (b) not unreasonably withhold or delay its
consent- from Tenant for any approval or consent required under the Rules and
Regulations; and (c) exercise its judgment in good faith in any instance
providing for the exercise of its judgment in the Rules and Regulations.

                                  ARTICLE 23.

                          NO WAIVER; ENTIRE AGREEMENT

      23.01. No agreement to accept a surrender of this Lease shall be valid
unless in writing signed by Landlord. No employee of Landlord or of Landlord's
agents shall have any power to accept the keys of the demised premises prior to
the termination of this Lease. The delivery of keys to any employee of Landlord
or of Landlord's agent shall not operate as a termination of this Lease or a
surrender of the demised premises. The failure of either Landlord or Tenant to
seek redress for violation of, or to insist upon the strict performance of, any
covenant, agreement, term, provision or condition of this Lease, 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
Landlord of rent with knowledge of the breach of any covenant, agreement, term,
provision or condition of this Lease shall not be deemed a waiver of such
breach. Subject to Section 22.02, the failure of Landlord to enforce any of the
Rules and Regulations set forth herein, or hereafter adopted, against Tenant
and/or any other tenant in the Building shall not be deemed a waiver of any such
Rules and Regulations. No provision of this Lease shall be deemed to have been
waived by Landlord or Tenant unless such a waiver be in writing signed by such
party. No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment of rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in this Lease provided.


                                       72
<PAGE>

      23.02. This Lease and the agreements executed contemporaneously herewith
and which, by their terms, expressly provide for their survival subsequent to
the execution and delivery of this Lease contain the entire agreement between
the parties 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.

      23.03. This Lease shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to agreements of its type, nature
and kind made and to be performed wholly within said State and without giving
effect to the conflict of laws principles.

      23.04. Each payment or other charge payable by Tenant to Landlord under
this Lease (other than for the payment of basic annual rent) shall be, and be
deemed to be, additional rent.

                                  ARTICLE 24.

                            WAIVER OF TRIAL BY JURY

      24.01. Landlord and Tenant do hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the
demised premises, and/or any other claims (except claims for personal injury or
property damage), and any emergency statutory or any other statutory remedy. It
is further mutually agreed that in the event Landlord commences any summary
proceeding for nonpayment of rent, Tenant will not interpose and does hereby
waive the right to interpose any counterclaim (other than a compulsory
counterclaim) in any such proceeding.

                                  ARTICLE 25.

                              INABILITY TO PERFORM

      25.01. (a) Except as otherwise provided in Section 31.03 hereof, if by
reason of (1) strike, (2) labor troubles, (3) governmental preemption in
connection with a national emergency, (4) any rule, order or regulation of any
governmental agency, (5) conditions of supply or demand which are affected by
war or other national, state or municipal emergency, or (6) any cause beyond the
reasonable control of the party whose performance of an obligation hereunder is
required, such party shall be unable to


                                       73
<PAGE>

fulfill its obligations under this Lease (except nothing herein contained shall
in any way ever release or relieve Tenant from any obligation to pay basic
annual rent, additional rent, including, without limitation, Special Additional
Rent, or any other charge payable to Landlord under this Lease on the date such
payments are due nor release or relieve Landlord of any of Landlord's
obligations to make any payment of money due by Landlord to Tenant under this
Lease on the date such payments are due) or if Landlord shall be unable to
supply any service which Landlord is obligated to supply, this Lease and
Tenant's obligation to pay rent hereunder and Landlord's obligation to make any
payment of money to Tenant under this Lease shall in no wise be affected,
impaired or excused, provided however, that as soon as the relevant party shall
learn of the happening of any of the foregoing conditions, such party shall
promptly notify the other of such event and, if ascertainable, its estimated
duration and will proceed promptly and diligently with the fulfillment of its
obligations as soon as reasonably possible.

            (b) The foregoing provisions of Section 25.01 (a) notwithstanding,
if for any reason whatsoever, including the matters described in Article 27 of
this Lease, Landlord shall fail to provide any service required to be provided
by Landlord to Tenant under this Lease and if, as a result of Landlord's failure
to provide all or any of said services, the demised premises are rendered Wholly
Untenantable or Partially Untenantable (as such terms are hereinafter defined)
for more than five (5) consecutive business days after written notice of the
existence of which condition has been given by Tenant to Landlord or any six (6)
business days in a ten (10) day period, Tenant, as its sole right and remedy,
shall be entitled to an. abatement of basic annual rent and additional rent, but
not Special Additional Rent which shall continue to be paid by Tenant on an
unabated basis, (on a per square foot basis, and taking into account the
different basic annual rent per square foot for the various portions of the
demised premises) for each day after said five (5) day period or the seventh
(7th) day in any ten (10) day period until the demised premises or the
applicable portion thereof cease to be Wholly Untenantable or Partially
Untenantable, as the case may be, and Landlord shall pay to Tenant, if the
portion of the demised premises which is Wholly Untenantable or Partially
Untenantable is then subject to payments in lieu of real estate taxes, the
amount of the payments in lieu of real estate taxes attributable to such portion
of the demised premises payable for the Abatement Period. For the purposes of
this Article 25, "Wholly Untenantable" shall mean that Tenant, due to the
cessation of one or more of the services set forth in the first sentence of this
Section 25.01(b), is actually unable to use the entire demised premises in the
normal course of its business and that Tenant, due to the cessation of one or
more of the services set forth in the first sentence of


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<PAGE>

this Section 25.01(b), completely ceases to occupy the same for the conduct of
its business, and "Partially Untenantable" shall mean that Tenant, due to the
cessation of one or more of the services set forth in the first sentence of this
Section 25.01(b), is actually unable to use a portion of the demised premises in
the normal course of its business and that Tenant, due to the cessation of one
or more of the services set forth in the first sentence of this Section
25.01(b), ceases to occupy the same for the conduct of its business.

                                  ARTICLE 26.

                                    NOTICES

      26.01. (a) Any notice or demand, consent, approval or disapproval
(collectively, "notice") required or permitted to be given by the terms and
provisions of this Lease, or by any law or governmental regulation, either by
Landlord to Tenant or by Tenant to Landlord, shall be in writing. Unless
otherwise required by such law or regulation, such notice, demand, consent,
approval or disapproval (other than for bills for basic annual rent or
additional rent, including, without limitation, Special Additional Rent) shall
be given, and shall be deemed to have been served and given, if (i) mailed,
postage prepaid, by registered or certified mail, return receipt requested or
(ii) sent by a national commercial courier service, for next day delivery, with
delivery to a named person to be confirmed, in writing, by said courier. If such
notice is from Landlord to Tenant, such notice shall be addressed to Tenant, at
55 East 52nd Street, New York, New York 10055-0186, Attention: Corporate
Secretary, with a copy to Tenant at 55 East 52nd Street, New York, New York
10055-0186, Attention: General Counsel and a copy to Tenant at 55 East 52nd
Street, New York, New York 10055-0186, Attention: Director, Corporate Services
Department. Such notice from Tenant to Landlord shall be addressed to the Vice
President and Investment Counsel, Real Estate Investments, Law Department (Area
7-G), Metropolitan Life Insurance Company, One Madison Avenue, New York, New
York 10010, with a duplicate thereof, simultaneously being sent by the same
mailing procedure to Metropolitan Life Insurance Company, Attention: Senior Vice
President, Corporate Property Management (Area 18-A) at One Madison Avenue, New
York, New York 10010.

            (b) All notices shall be effective upon receipt and the time period
in which a response to any such notice must be given shall commence to run from
the date of receipt on the delivery confirmation or the return receipt of the
notice by the addressee or the courier thereof, as the case may be. Rejection or
other refusal to accept or the inability to deliver because of changed address
of which no notice was given shall be deemed to


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be receipt of the notice sent. In the event that registered or certified mail or
an overnight express delivery is not being accepted for delivery, notices to
Tenant may then be served by hand delivery to the General Counsel of CS First
Boston Corporation and notices to Landlord may then be served by hand delivery
to the Vice President and Investment Counsel, Real Estate Investments, Law
Department, of Metropolitan Life Insurance Company. Either party may, by notice
as aforesaid, designate a different (i) address or addresses within the United
States of America for notices and/or (ii) officer(s) or partner(s), as the case
may be, and in the case of Landlord and Tenant, different officer(s) of Landlord
and Tenant, respectively, upon whom service may, as above provided, be made or
effected.

                                  ARTICLE 27.

                                    SERVICES

      27.01. Landlord shall at all times operate and maintain the Building in
accordance with the standards that are customarily followed in the operation and
maintenance of first-class, non-institutional, non-governmental office buildings
similar in construction (following the performance of the Base Building Upgrade
Work and the Special Base Building Upgrade Work), size and type of systems and
facilities to the Building and with similar type of tenants located in midtown
Manhattan ("First-Class Office Buildings") and, without limiting the foregoing,
shall provide the specific facilities, utilities and services set forth in this
Article. Landlord may delegate all or any portion of its obligation to maintain
the Common Areas of the Building and/or to provide services to the board of
managers of the condominium of which the demised premises is a part, during such
time as the Building is subject to condominium ownership, but the same shall not
relieve Landlord of liability hereunder.

      27.02. Landlord shall provide the cleaning services specified on Exhibit C
annexed hereto and made a part hereof to the areas specified therein exclusive
of the demised premises and Tenant acknowledges that Tenant is responsible, at
Tenant's expense, for its own rubbish removal. Landlord shall also provide, to
the extent not otherwise provided on Exhibit C hereof, cleaning services with
respect to the loading docks, sidewalks, plazas and entryways adjoining the
Building (including snow removal) and shall clean the facade of the Building,
all in accordance with the standards of First-Class Office Buildings. Landlord
shall not be required or obligated to provide any cleaning services to the
demised premises, any floor on which Tenant is the sole tenant or to any area
that is exclusively used by, or is exclusively available to, Tenant.


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      27.03. Intentionally deleted.

      27.04. (a) Landlord shall furnish (i) to the Common Areas of the Building
only (to the extent that such areas would customarily be provided with such
services and including the Building lobby and excluding any area to be serviced
by Tenant's Systems or by systems designed for Tenant's exclusive or primary use
or to be serviced by Tenant's own systems or systems dedicated to Tenant's
exclusive or primary use) air-conditioning, ventilation and heat, and (ii) to
the demised premises heat, and outside air (filtered at all times and heated and
humidified in the winter) in the quantities specified in the Drawings and
Specifications (as such term is defined in Exhibit E hereof), in each case on an
all year-round basis during the hours between 8:00 A.M. and 6:00 P.M., on
business days (herein referred to as the "Business Hours"), subject to all Legal
Requirements.

            (b) Tenant agrees to keep and cause to be kept closed all the
windows in the demised premises at all times, and Tenant agrees to cooperate
fully with Landlord and to abide by all the regulations and requirements which
Landlord may reasonably prescribe for the proper functioning and protection of
the Building Systems.

            (c) If Tenant shall require any of the services required to be
provided by Landlord to the demised premises pursuant to this Section 27.04 on
one or more floors of the demised premises (other than the Mechanical Space)
outside of Business Hours, Landlord shall furnish the same to the floor or
floors in question upon advance notice from Tenant, given prior to 3:00 P.M. on
the day, Monday through Friday, on which such service is required, and given
prior to 3:00 P.M. on the Friday before any Saturday or Sunday or on the last
business day (but excluding Saturday) before any legal holiday on which service
is required. Tenant, in lieu of providing daily requests for overtime or
above-standard service, may, at its option and from time to time, furnish
Landlord with a standing order, which order shall stay in effect until Tenant
notifies Landlord in writing of any change to or revocation of such standing
order, which notice of change or revocation must be given to Landlord prior to
the required times provided in the preceding sentence of this Section 27.04(c).
Notwithstanding anything to the contrary contained in this Section 27.04(c), to
the extent any Tenant daily notice has not been given prior to the requisite
times provided in this Section 27.04(c), Landlord shall, nevertheless, use its
reasonable efforts to provide such service as timely as reasonably practical.

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


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            (e) Notwithstanding anything to the contrary contained in this
Section 27.04, if (i) Tenant shall lease from Landlord less than all the Tower
Space or (ii) if Landlord or its designees shall have recaptured one or more
floors of the Tower Space or (iii) in exercising its renewal option for the
Tower Space Extension Term, Tenant shall renew the term of this Lease for less
than the entire Tower Space, Landlord, at its option and upon twenty (20) days
prior written notice to Tenant, shall have the right (but not the obligation) to
operate the air-conditioning system serving the Tower Space on the terms set
forth in this Section 27.04. If Landlord shall exercise such option, to the
extent that Tenant was then operating the air-conditioning system servicing the
Tower Space, Tenant shall, at Tenant's sole cost and expense and within such
twenty (20) day period, separate the air-conditioning system serving the Tower
Space from the air-conditioning system serving any other space leased by Tenant
and do all the other things required by the terms of Section 41.05(b) to enable
Landlord to commence operations of the same, except that Landlord, at its cost,
shall reconnect said air-conditioning system to the Building's System, it being
understood and agreed that in the event of the occurrence of one or both of the
events set forth in clauses (i) and (ii) of the first sentence of this Section
27.04(e) and, as a result of either or both of such occurrences, Landlord
exercises its option to operate the air-conditioning system servicing the Tower
Space, then clauses (i) through (v) of Section 41.03 of this Lease shall be
operable except that each of the references to "tenth (10th) Lease Year" shall
be deleted and replaced with the words "twenty (20) day period". If Tenant shall
renew the term of this Lease in respect of the Pedestal Space and/or Concourse
Space or if, at any time during the term of this Lease, including any Extension
Term, Tenant shall cease so-called "trading operations" in the Pedestal Space,
Landlord shall, at its option and upon twenty (20) days prior written notice to
Tenant, have the right (but not the obligation) to operate (to the extent that
Tenant was then operating the air-conditioning system servicing the Pedestal
Space and Concourse Space) the air-conditioning system to the entire demised
premises on the terms set forth in this Section 27.04. At any time when Tenant
is providing air-conditioning pursuant to this Section 27.04(e) or Article 10
hereof, Tenant shall provide the same to those areas of the Building served by
such system but not leased to Tenant (or leased to Tenant but subleased to
Landlord or its designee pursuant to Article 10 hereof or otherwise recaptured
by Landlord on the basis provided in said Article 10) in accordance with the
same rights, limitations and obligations set forth in this Lease as are granted
to or imposed upon Landlord with respect to supplying air-conditioning service
to the demised premises (e.g., Tenant shall, subject to the limitations set
forth in this Section 27.04, be obligated to provide such space with
air-conditioning sufficient to meet the requesting parties' demands


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in accordance with performance specifications set forth in Section 27.04(g)
hereof) and Landlord shall, in addition to any other right or remedy set forth
in this Lease for any failure in Tenant's performance of its obligations under
this Lease, have the same rights set forth in Articles 11 and 25 of this Lease
that Tenant would have against Landlord where Landlord is obligated to furnish a
service to Tenant, and Landlord shall pay to Tenant for the services being
provided by Tenant to Landlord that which Tenant would have been required to pay
Landlord for the furnishing of the same service prorated on a square foot basis
for the amount of space involved. During any period of time that Tenant is
operating, or is obligated to operate, the air-conditioning system to all or any
portion of the demised premises, Tenant, subject to the provisions of Article 8
and 9 hereof, at its sole cost and expense (except as expressly provided in the
immediately succeeding sentence) shall be obligated to operate, service,
maintain, repair and replace the same pursuant to, and in accordance with, the
standards for a First-Class Office Building. Notwithstanding the foregoing, if
such replacement is not necessitated by Tenant's failure to maintain the same in
the manner in which the same should have been maintained by the owner of a
First-Class Office Building including, without limitation, complying with the
specifications of the manufacturer of the air-conditioning system, then
Landlord, subject to recoupment to the extent permitted by Article 29 hereof,
shall reimburse Tenant for the actual and reasonable cost of necessary
replacements of such system or components thereof, provided that (i) if such
system or component can be rebuilt rather than replaced, and provided that such
rebuilt system or component shall be able to perform at the manufacturer's
specifications therefor, upon Landlord's direction Tenant shall cause such
system or component to be rebuilt rather than replaced, and the same shall be
deemed to be a replacement of such system or component for purposes hereof; (ii)
if Tenant shall fail to obtain Landlord's prior written approval for a
replacement and the cost thereof, Landlord may dispute the same and unless and
until such dispute is resolved in favor of Tenant, Landlord shall have no
obligation to reimburse Tenant pursuant to the terms hereof, but any amount
under this clause (ii) payable but not paid by Landlord shall bear interest at
the Interest Rate; and (iii) Tenant, at its sole cost and expense, shall be
responsible for the replacement of all items normally to be repaired or replaced
as part of the ordinary maintenance or repair to the general wear and tear on
such system, such as, for example, filters, fluids, belts and gaskets, and for
the replacement of all items which, under generally accepted accounting
principals, consistently applied, are not considered capital expenditures. The
uninterrupted power supply system and emergency power systems to be installed by
Tenant as part of the Additional Work, or any replacements thereof, shall,
regardless of which party is then in control of operating the air-


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conditioning systems servicing the demised premises, always, to the extent
possible, be used to service only the demised premises, those areas required for
legal occupancy of the demised premises while such backup systems are in
operation and the Dedicated Elevators, as such term is hereinafter defined.
Tenant, at its sole cost and expense, shall be solely and expressly responsible
for, and obligated to, operate, service, maintain, monitor, test and replace the
uninterrupted power supply system and emergency power system described in the
preceding sentence, and Tenant (other than in an emergency situation) shall give
Landlord (i) reasonable prior written notice of any test or scheduled repair or
replacement to be made to either or both systems and at least five (5) days
prior written notice if a full Building test is to be made, and (ii) as much
advance notice as is practicable under the circumstances relative to any
unscheduled or emergency repair or replacement to be made to either or both of
said systems and, in each case recited in clause (i) or (ii) of this Section
27.04(e), opportunity for a representative of Landlord or its managing or
operating agent to monitor and observe the testing and/or repairs or
replacements and (iii) Tenant agrees that it shall not engage in the
cogeneration of electricity.

            (f) The party which is not operating the air-conditioning system
serving the demised premises shall have the right, at its expense, from time to
time, upon reasonable advance notice, to inspect and observe the operation of
such system and the maintenance logs with respect thereto, provided that such
inspection or observation (i) shall not interfere with the normal operation of
such system and (ii) shall not confer on the party doing such inspection or
observing any rights relative to the operation of the air-conditioning system.

            (g) (i) If Landlord shall be supplying air-conditioning to the
demised premises, Landlord shall furnish and distribute to the demised premises
(other than the mechanical space and toilets) heating, ventilation and
air-conditioning during Business Hours. The heating, ventilation and
air-conditioning systems referred to in this Article 27 shall be designed to,
and Landlord, to the extent such system is capable of so performing, shall
operate such system, to provide interior conditions of: (A) 75 degrees F., +/- 2
degrees F. dry bulb, and not more than 50% relative humidity when outside
conditions are 95 degrees F. dry bulb and 72 degrees F., +/- 2 degrees F. dry
bulb and not less than 30% relative humidity for heating when outside
temperatures are 0 degrees F. dry bulb on each floor of the Tower Space and the
7th floor of the Pedestal Space and shall be capable of providing outside air to
the demised premises (other than the mechanical space and toilets) on the Tower
Space floors and the 7th floor of the Pedestal Space in quantities of not less
than 0.13 cubic feet per minute per usable square foot


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(other than the mechanical space and toilets), (B) 72 degrees F., +/- 2 degrees
F. dry bulb, and not more than 50% relative humidity when outside conditions are
95 degrees F. dry bulb and 72 degrees F., +/- 2 degrees F. dry bulb and not less
than 30% relative humidity for heating when outside temperatures are 0 degrees
F. dry bulb on each floor of the Pedestal Space except for the 2nd and 7th
floors and shall be capable of providing outside air to the demised premises
(other than mechanical space and toilets) on the Pedestal Space floors except
for the 2nd and 7th floors in quantities of not less than 0.25 cubic feet per
minute per usable square foot (other than mechanical space and toilets), and (C)
shall be capable of providing, heating, ventilation, and air-conditioning to the
demised premises (other than the mechanical space and toilets) on the Concourse
Space floors in quantities consistent with the operating capacity of the
heating, ventilation, and air-conditioning systems to be designed by Tenant. The
foregoing design conditions are based upon and assume (x) an electrical demand
load of up to 5 watts per usable square foot of the Tower, Pedestal and
Concourse Space for all purposes (including lighting and power but excluding
Building equipment), it being understood that the Tenant's secondary chilled
water system will provide supplemental cooling capacity to support electrical
demand loads on any of Tenant's floors in excess of 5 watts per usable square
feet, (y) an average human occupancy factor not in excess of one (1) person per
one hundred and fifty (150) usable square feet of Tower Space, the 7th floor of
the Pedestal Space and the Concourse Space and one (1) person per eighty (80)
usable square feet of Pedestal Space except for the 2nd and 7th floors and (z)
the lowering of blinds when necessary because of the sun's position when the
air-conditioning system is in operation. Notwithstanding the foregoing the
specifications set forth in clause (i) above shall apply to any portion of the
Pedestal Space (other than floors 2 and 7) used for office space, as opposed to
trading areas.

                  (ii) If the heating, ventilating or conditioned air being
delivered by Landlord to the demised premises (other than the mechanical space
and toilets) is capable of meeting the foregoing design conditions required
under this Section 27.04, but the temperature, humidity and/or supply air in the
demised premises (other than the mechanical space and toilets) does not meet
such design conditions because (x) the design or configuration of the heating,
ventilation and air-conditioning system designed to service the demised premises
was not adequately designed or configured, (y) any arrangement of the Tenant's
partitioning or raised flooring interferes with the proper and efficient
operation of the aforesaid heating, ventilation and air conditioning system, or
(z) the failure of Tenant's use of the demised premises to meet the assumptions
set forth in the penultimate sentence of Section 27.04(g) (i) hereof,


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then Landlord shall not be responsible for deficiencies in meeting such design
conditions or performance criteria.

                  (iii) Landlord shall not be in default of its obligation to
provide HVAC at the performance specifications set forth in this Section
27.04(g) if at the time the air-conditioning equipment is turned over to
Landlord, such equipment shall not be capable of achieving such performance in
normal operation, and in such event Landlord shall only be obligated to provide
HVAC at such lesser specifications as such equipment is capable of achieving at
the time of the transfer of the operation of such system to Landlord. At the
time of the transfer of the operation of such system to Landlord, Tenant shall
deliver to Landlord true, complete and correct copies of all maintenance,
performance and operation logs with respect to such system, and all other
records relating to such system. Landlord shall have the right, at Tenant's sole
cost and expense, to inspect, or to cause its engineers to inspect, such system
prior to or promptly after operation of such system is transferred to Landlord
to determine the performance specifications applicable to such system.

                  (iv) During such times as Landlord shall be supplying air
conditioning to the demised premises, Landlord shall, subject to reimbursement
by Tenant of the Costs thereof, supply chilled water to the Tower Space for the
operation of Tenant's supplemental air conditioning units in the Tower Space. In
addition, at such times as Tenant shall occupy all of the Pedestal Space and the
Concourse Space Landlord shall provide to Tenant chilled water in an amount not
to exceed eight hundred (800) tons of cooling capacity. Tenant shall reimburse
Landlord for Landlord's Cost of supplying the same, as additional rent, within
thirty (30) days after demand therefor.

            (h) At all times when Tenant is operating the air conditioning
system serving the demised premises the same shall be deemed to be a "Tenant
System" and Landlord shall have no obligation to provide air conditioning to the
demised premises.

                  (i) At any time that Tenant shall be supplying electric
service to Landlord, Tenant shall have the right to submeter the same, and
Landlord shall pay Tenant for the electricity so utilized as shown on such
submeter at the rates Tenant pays for the same, exclusive of any discount
available through the New York City Public Utility Service or Consolidated
Edison due to the IDA benefits available to Tenant.

      27.05. (a) Landlord shall dedicate the (i) passenger elevators in the
elevator banks designated as banks "D", "E", "F" and "G" on Exhibit P annexed
hereto, (ii) the freight elevators designated as elevators "45" and "46" on
Exhibit P to service


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only those portions of the demised premises that such elevators are designed to
service and (iii) the escalators shown on Exhibit P. The elevators described in
clauses (i) and (ii) and the escalators described in clause (iii) of the
preceding sentence of this Section 27.05 are herein collectively referred to as
the "Dedicated Elevators". The escalators included in the definition of
Dedicated Elevators shall be, and be deemed to be, a Tenant's System. Tenant
shall be entitled to the continued dedication of (i) the passenger elevators
included in the definition of Dedicated Elevators serving the Tower Space for as
long as Tenant shall lease all of the Tower Space served by such elevators; (ii)
the passenger elevators included in the definition of Dedicated Elevators
serving the Pedestal Space for as long as Tenant shall lease all of the leasable
area of the pedestal of the Building served by such elevators, it being agreed
that at such time as Tenant shall lease less than all of the leasable area of
the Pedestal Space served by elevator banks "E", "F" and "G", elevator bank "F"
and either of elevator banks "E" or "G" selected by Tenant within five (5) days
after demand from Landlord to Tenant for such election (and if not so selected
by Tenant, then selected by Landlord) shall no longer be included in the
definition of Dedicated Elevators, and that the remaining elevator bank shall no
longer be included in the definition of Dedicated Elevators from and after the
day Landlord shall notify Tenant that Landlord has determined, based on the
advice of its elevator consultant, that such remaining elevator bank is required
to provide service on a non-exclusive basis in order to service the occupants of
the pedestal of the Building; (iii) the freight elevators included in the
definition of Dedicated Elevators for as long as Tenant is Meeting the Threshold
Level, it being agreed that only one (1) freight elevator shall no longer be
included in the definition of Dedicated Elevators from and after the date the
Tower Space shall no longer be serviced by a Dedicated Elevator, and that no
freight elevators shall be included in the definition of Dedicated Elevators
from and after the date Tenant is no longer Meeting the Threshold Level; and
(iv) the escalators included in the definition of Dedicated Elevators for as
long as Tenant is leasing all of the leasable space on level 2B of the Building.
So long as Tenant is entitled to the exclusive use of the elevators in banks
"D", "E", "F" and "G" included in the definition of Dedicated Elevators and
provided the requested programming or reprogramming is consistent with the
manufacturers' recommendations or specifications and the standards and practices
of a First-Class Office Building, Landlord shall program and reprogram those
elevators in accordance with Tenant's reasonable requirements, and Tenant shall
pay the reasonable Cost, as such term is hereinafter defined, of programming and
reprogramming any one or more of those elevators from time to time as requested
by Tenant. Further, so long as Tenant shall be entitled to the exclusive use of
the Dedicated Elevators, Tenant shall, at its sole cost and


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expense, be entitled to install, maintain, replace and use a key or card entry
system to the elevators included in the definition of Dedicated Elevators
provided such installation and use of the key or card entry system is in
compliance with Legal Requirements and Tenant at all times furnishes Landlord
with at least ten (10) effective entry keys or cards, as the case may be.
Subject to availability, Tenant shall be entitled to use of the Building freight
elevators other than those included within the definition of Dedicated
Elevators, on a non-exclusive basis, with such use to be scheduled as reasonably
determined by Landlord and Tenant shall pay Landlord's Cost of providing such
service. Subject to availability, Tenant will permit Landlord to use the freight
elevators which are Dedicated Elevators at times other than Business Hours to
permit move-ins and move-outs by other tenants or occupants of the Building or
for other reasonable purposes, in which event (1) Landlord shall secure Tenant's
space during such use by locking out Tenant's floors from the elevators, but if
such elevators may not be locked out, Tenant shall provide reasonable security
personnel during such use and Landlord shall reimburse Tenant for Tenant's Cost
of providing such personnel and (ii) with respect to all other costs associated
with such use of such freight elevators by Landlord, Landlord shall reimburse
Tenant for all of Tenant's Cost of providing such service. The performance and
maintenance specifications for the elevators included in the definition of
Dedicated Elevators are set forth in the Drawings and Specifications, and
Landlord will operate the Dedicated Elevators in accordance with the same.

            (b) At times when Tenant is not entitled to the Dedicated Elevators,
Landlord, at its expense (but subject to recoupment pursuant to Article 29
hereof) shall provide non-exclusive passenger elevator service to each floor
of the demised premises twenty-four (24) hours per day, it being agreed that
Landlord may reasonably reduce the number of elevator cars in operation at times
other than during Business Hours.

      27.06. Subject to the provisions of Article 25 hereof, Landlord reserves
the right to stop services on the heating, ventilating and air-conditioning,
elevator, plumbing, fire safety, life protection and electrical systems and any
other system serving the Building when necessary, in the reasonable judgment of
Landlord, for reason of accident or emergency or for repairs, alterations,
replacements or improvements, provided that except in case of emergency,
Landlord will give reasonable advance notice to Tenant, if possible, of any such
stoppage and, if ascertainable, its estimated duration, will reasonably
cooperate with Tenant, if possible, in scheduling any such stoppage, and will
proceed diligently with the work necessary to resume such service as promptly as
possible and in a manner so as to minimize interference with Tenant's use and
enjoyment of the demised premises.


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      27.07. (a) Landlord will, through vertical plumbing risers in the
Building, supply Tenant with (i) an adequate quantity of warm and cool water for
(a) lavatory, cleaning and drinking purposes, and (b) pantry purposes, provided
that there is no more than one (1) pantry per floor of the demised premises
consuming not more than three (3) GPM (hereinafter defined) per pantry, and such
pantry consists of no more than a sink, a unit for brewing and dispensing coffee
and a refrigerator, and that the same are used by Tenant for standard pantry
purposes in keeping with a First-Class Office Building and (ii) a quantity of
water for Tenant's sprinklers in the demised premises which complies with Legal
Requirements. If Tenant requires water for any additional purpose, including the
operation of any health club, cafeteria or private dining facility, Landlord
shall supply the same up to the amounts specified in Section 27.07(b) hereof,
and Tenant shall pay Landlord's Cost thereof as the same is measured by a meter
to be installed as part of the Additional Work and thereafter to be maintained
at Tenant's expense. Landlord has no obligation to provide hot water to the
demised premises.

            (b) Subject to the provisions of this Lease, Landlord shall provide
the following water supply: (i) seventy-five (75) gallons per minute ("GPM") to
the kitchen and fitness center on level 2B of the Building; (ii) fourteen (14)
GPM to the technology rooms on the second (2nd) floor of the Building; (iii)
fifteen (15) GPM to the servery in the trading area on the fourth (4th) floor of
the Building, and fifteen (15) GPM to the servery in the trading area on the
sixth (6th) floor of the Building; (iv) fifteen (15) GPM to the executive
kitchen on the twenty-eighth (28th) floor of the Building; and (v) three (3) GPM
to the technology room on the twenty-eighth (28th) floor of the Building.

      27.08. In the event Tenant shall employ any contractor to do in the
demised premises any work or perform any service permitted or required to be
done by Tenant under this Lease, such contractor and any subcontractor shall
agree to employ only such labor as will not, in Landlord's reasonable judgment,
result in jurisdictional disputes or violations of Landlord's union contracts or
Landlord's contractors' union contracts affecting the Building. Except in the
case of an emergency, Tenant will inform Landlord in writing of the names of any
contractor or subcontractor Tenant proposes to use in the demised premises at
least five (5) business days prior to the beginning of work by such contractor
or subcontractor. Nothing contained in this Section 27.08 shall release or
relieve Tenant from the terms, conditions, covenants and provisions of Article
32 of this Lease.

      27.09. If Tenant is permitted hereunder to and does have a separate area
for the preparation or consumption of food in the


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demised premises, Tenant, at its expense, shall be responsible to arrange for
the removal from the Building of any refuse or rubbish from such area and the
cost of employing on a regular basis, an exterminator to keep the demised
premises free from vermin; and if required by Landlord, Tenant shall provide a
refrigerated garbage storage room, the plans and specifications thereof to be
approved by Landlord in accordance with the provisions of this Lease, or other
means of disposing of garbage reasonably satisfactory to Landlord's architects.

      27.10. Subject to the provisions of Section 27.01 hereof, Landlord will
furnish security for the Common Area of the Building, the procedures for which
and type of security systems and personnel involved shall be subject to
Landlord's sole and absolute discretion and determination, it being understood
and agreed that Landlord shall have no obligation to provide any security
services or systems to the demised premises or any floor on which Tenant is the
sole tenant or to any area or system that is exclusively used by, or is
exclusively available to, Tenant other than tap-in points (and which tap-ins and
connections shall be made only pursuant to and in accordance with the plans and
specifications for the Additional Work) to the Building's main vertical
sprinkler riser and class "E" life-safety system on each floor of the demised
premises. Landlord shall, pursuant to and in accordance with the plans and
specifications for such Work approved by Landlord (to the extent such approval
is required under this Lease), also permit Tenant to interface its electronic
security and life safety systems with the Building's systems so that Tenant will
be able to trigger the Building's (i) security alarms through its security
system, and (ii) life safety system alarms through its life safety system
provided that Tenant's Systems (and the interfacing of the same with the
Building's Systems) are compatible with, and do not adversely affect, the
Building' s Systems.

      27.11. Landlord shall maintain, paint and provide electric lighting
service, air-conditioning and heating, as appropriate, for all Common Areas of
the Building in the manner and to the extent appropriate for a First-Class
Office Building.

      27.12. Tenant shall have the right to request that Landlord lock-out
certain floors of the demised premises from being serviced by the passenger and
freight elevators and Landlord shall do so unless the same cannot be reasonably
accomplished. Tenant shall within thirty (30) days after rendition of a bill for
Landlord's Cost in complying with Tenant's request for lock-outs of floors,
reimburse Landlord's Cost therefor.

      27.13. Landlord shall make available to Tenant one (1) listing in the
Building's computerized directory for each 1,000


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rentable square feet of Above Grade Space and Tenant shall have the right to
have group and alphabetical listings in the Building's computerized directory,
as elected by Tenant. The initial programming shall be without charge to Tenant.
At least monthly, Landlord shall reprogram the computerized directory to reflect
such changes as Tenant shall, subject to the limitations set forth in the first
sentence of this Section 27.13, request and Tenant shall pay to Landlord the
Costs therefor. At the request of Tenant, the directory listing shall, subject
to the limitations set forth in the first sentence of this Section 27.13,
include any permitted subtenant and any of its or their partners or employees
whom the permitted subtenant requests be so listed.

      27.14. At all times Landlord shall provide and monitor a fire alarm system
for the Building complying with all applicable Legal Requirements into which the
smoke detectors, fire alarms, strobes, speakers, pull-stations and other related
equipment installed by Tenant and approved by Landlord within the demised
premises required by code compliance will be connected. Each floor of the
Pedestal Space will have the capacity to serve a minimum of sixty (60)
speaker/strobe units, each floor of the Tower Space will have a capacity to
serve a minimum of thirty (30) speaker/strobe units, each floor of the Concourse
Space will have a capacity to serve a minimum of fifty (50) speaker/strobe
units, and the B-4 floor will have the capacity to serve a minimum of two (2)
speaker/strobe units. Each speaker will have a minimum power setting of one (1)
watt. The Building's fire alarm contractor shall connect Tenant's fire alarm
devices and program the Building fire alarm system to accept the same. Tenant
shall pay such contractor's charges for that work.

      27.15. Landlord shall permit Tenant, subject to compliance with all
applicable provisions of the Lease, to connect into the Building's toilet
exhaust system to accept exhaust (not in excess in the aggregate of 14,000 cfm)
from the toilet exhaust systems for the toilets and showers that may be built by
Tenant in the Concourse Space. In addition, Landlord shall operate and maintain
the Building's toilet exhaust system so as to permit the same to accept such
exhaust from the aforesaid system but in no event shall Landlord be required to
accept such exhaust in excess of 100 cfm per floor of the demised premises.

      27.16. Landlord shall permit, but not require, Tenant, at Tenant's
expense, to station an unarmed security guard or guards or attendants at each
Tenant's Security Desk, the Cab Dispatcher Area and the Messenger Area (as such
terms are hereinafter defined) (collectively, "Tenant's Lobby Employees") and
Tenant's Lobby Employees shall wear attire appropriate for a First-Class


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Office Building that identifies him or her as an employee of Tenant.

      27.17. Landlord shall permit Tenant to install and connect to Tenant's
main telephone switch a desk telephone and other appropriate communication
devices on each Tenant's Security Desk for use by Tenant's Lobby Employees.
Tenant shall be responsible for all costs and expenses in connection with the
installation and maintenance of such telephone and other equipment. Landlord
shall have no liability whatsoever relating to the use of such telephone or
other equipment or any costs or expenses relating thereto.

      27.18. Landlord will, through the Building's steam risers, make steam
available to the demised premises for humidification, air handling and kitchen
use purposes. Tenant may obtain such steam by tapping into the Building's steam
risers, at Tenant's sole cost and expense, in locations to be reasonably
designated by Landlord. Tenant shall pay for the cost of the steam consumed by
Tenant, as measured by submeter(s) to be installed by Tenant at its sole cost
and expense, at the rate Landlord pays for such steam, together with Landlord's
actual costs of causing the submeter(s) to be read.

      27.19. Tenant may obtain gas for use in the demised premises directly from
the public utility company serving the Building, and will pay for the cost of
such service directly to such public utility company. Tenant shall tap into the
Building's gas lines to obtain gas for the demised premises only in those
locations reasonably designated by Landlord.

      27.20. Landlord will not be required to furnish any service not expressly
agreed to be provided by Landlord hereunder.

      27.21. Tenant shall, within thirty (30) days after Landlord's demand
therefor, pay to Landlord as additional rent for overtime or above standard
Building services which Landlord is obligated to supply to Tenant, if any, one
hundred (100%) percent of the Cost.

      27.22. Tenant may install a cab dispatcher area (the "Cab Dispatcher
Area") and messenger area (the "Messenger Area") in the locations in the lobby
of the Building shown on the floor plans attached hereto as Exhibit A. Tenant
shall, at its sole cost and expense, or included as part of the cost of
Additional Work if such work is undertaken as part of the Additional Work, have
the right to make Improvements to such areas subject to and in accordance with
the provisions of this Lease. The plans and specifications for the design, size,
materials and all other aspects of the Improvements to the Cab Dispatch Area and
the


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Messenger Area shall be subject to Landlord's prior written approval, which
approval shall not be unreasonably withheld or delayed if (i) such Improvements
are, in the sole discretionary opinion of Landlord and its architects, of a
size, style and character in keeping with the design of the lobby of the
Building, (ii) the same does not detract from the character, appearance or
dignity of the Building as a First-Class Office Building and (iii) if the same
comprises a part of the Additional Work, the same conform to all requirements
relative to obtaining Federal Rehabilitation Tax Credits (unless Landlord has
elected not to attempt to obtain such credits).

                                  ARTICLE 28.

                             TAX INCREASE PAYMENTS

      28.01. For the purposes of this Article 28 and other provisions of this
Lease:

            (a) The term "Taxes" shall mean (i) the real estate taxes,
assessments and special assessments (giving effect to all abatements, including,
without limitation, those received under the ICIP Law, as such term is
hereinafter defined, but including, without limitation, any increases as a
result of the diminution or expiration of any deferral or abatement in real
estate taxes in connection with the ICIP Law then in effect for the Building)
imposed upon, and payable by Landlord with respect to, the Tax Lots (as
hereinafter defined) by any federal, state, municipal or other governments or
governmental bodies or authorities, and whether or not any of the foregoing are
not final assessments or are the basis of any proceeding instituted or commenced
to contest the amount or validity of any of the same, and (ii) any expenses
incurred by Landlord in contesting such taxes or assessments and/or the assessed
value of the Tax Lots solely with respect to any period during which Tenant is
obligated to pay Taxes (as opposed to payments in lieu of real estate taxes
pursuant to Section 28.08 hereof), which expenses shall be allocated to the Tax
Year to which such expenses relate. If at any time during the term of this Lease
the methods of taxation prevailing on the date hereof shall be altered so that
in lieu of, or as an addition to or as a substitute for, the whole or any part
of such real estate taxes, assessments and special assessments now imposed on
real estate there shall be levied, assessed or imposed (x) a tax, assessment,
levy, imposition, license fee or charge wholly or partially as a capital levy or
otherwise on the rents received therefrom or (y) any other such additional or
substitute tax, assessment, levy, impositions, fees or charges or the part
thereof so measured or based shall be deemed to be included within the term
"Taxes" for the purposes thereof. Anything contained herein to the contrary


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notwithstanding, Taxes shall not be deemed to include (i) any taxes on
Landlord's income, (ii) franchise taxes, (iii) estate or inheritance taxes or
(iv) any similar taxes imposed on Landlord, unless such taxes are levied,
assessed or imposed in lieu of, or as a substitute for, or (if then generally
included in the determination of real estate taxes by owners of First-Class
Office Buildings) additions to, the whole or any part of the taxes, levies,
assessments or impositions which now constitute Taxes. In addition, Taxes shall
not be deemed to include any interest, late fees or penalties imposed on
Landlord for late payment of any Taxes (provided that Tenant has made its
corresponding Tax payment, if any, hereunder in the time period required
hereunder). Tax Lots shall mean the tax lot or lots for the Building and Land.

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

            (c) The term "Tenant's Proportionate Share" shall mean the quotient
(expressed as a percentage) obtained by (x) dividing the number of rentable
square feet in the demised premises (exclusive of Mechanical Space) based on
Exhibit G hereof by (y) 2,184,552 based on Exhibit G hereof; provided, however,
that solely for the purposes of this Article 28, Tenant's Proportionate Share
shall, if a Condominium unit is conveyed to the IDA (as hereinafter defined) on
the basis provided in Section 28.08 of this Lease, be adjusted in accordance
with Section 28.08 of this Lease. As of the Rent Commencement Date (and without
taking into account any adjustment by Section 28.08 hereof), Tenant's
Proportionate Share would be forty-nine and seventy-two one hundredths percent
(49.72%).

            (d) The term "Tax Statement" shall mean a written statement prepared
by Landlord or its agent, setting forth Landlord's computation of the sum
payable by Tenant under this Article 28 for a specified Tax Year.

      28.02. If the real estate fiscal tax year of the City of New York shall be
changed during the term hereof, any Taxes for a real estate fiscal tax year, a
part of which is included within a particular Tax Year and a part of which is
not so included shall be apportioned on the basis of the number of days in the
real estate fiscal tax year included in the particular Tax Year for the purpose
of making the computations under Section 28.03.

      28.03. Tenant shall, for each Tax Year occurring wholly or in part during
the period commencing on the date on which Tenant is obligated to commence the
payment of basic annual rent


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on all or any portion of the demised premises and ending on the stated
expiration date of this Lease, pay an amount (herein called "Tax Payment") equal
to Tenant's Proportionate Share of the Taxes for such Tax Year. Until the Rent
Commencement Date occurs, subject to the operation of the adjustments required
by Section 28.08 hereof, Tenant's Proportionate Share of Taxes shall be
determined and, where necessary, redetermined each time a Rent Commencement Date
for a portion of the demised premises occurs and if Tenant's Proportionate Share
for an applicable Tax Year is so determined or redetermined in a particular Tax
Year, Tenant's Tax Payment for that Tax Year shall be adjusted accordingly to
reflect the applicable determination or redetermination of Tenant's
Proportionate Share. At least thirty (30) days prior to the due date of the
payment of real estate taxes to the taxing authority, Landlord shall render to
Tenant a Tax Statement or Statements showing the amount of the Tax Payment,
which Tax Statement shall be accompanied by a copy of the real estate tax bill
(if theretofore received by Landlord). Tenant shall pay to Landlord, in two (2)
equal installments, in advance, on December 1st and June 1st of each year, the
Tax Payment shown thereon. If Taxes are required to be paid on any other date or
dates than as presently required by the governmental authority imposing the
same, then the due date of the installments of the Tax Payment shall be
correspondingly accelerated or revised so that the Tax Payment (or the two (2)
installments thereof) is due thirty (30) days prior to the date the
corresponding payment is due to the governmental authority. If the Tax Year
established by the applicable governmental authority shall be changed, any Taxes
for the Tax Year prior to such change which are included within the new Tax Year
and which were the subject of a prior Tax Statement shall be apportioned for the
purpose of calculating the Tax Payment payable with respect to such new Tax
Year. In the event Tenant's Proportionate Share of Taxes for a Tax Year is
unknown at the commencement of such Tax Year, Landlord shall estimate the same,
based on the Taxes for the previous Tax Year, which amount shall be
appropriately adjusted when the actual amount of Tenant's Proportionate Share of
Taxes for such Tax Year becomes known. If it becomes necessary to adjust the
regular payments during a Tax Year, Landlord agrees to give Tenant not less than
twenty (20) days notice of such adjustment, which notice shall include
appropriate copies of documentation serving as the basis for such adjustment.

      28.04. Intentionally deleted.

      28.05. Intentionally deleted.

      28.06. If Landlord shall receive a refund of the Taxes in respect of the
Tax Lots for any Tax Year for which Tenant has made its Tax Payments, Landlord
shall either pay to Tenant, or permit Tenant to credit against subsequent
payments of basic


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<PAGE>

annual rent payable under this Lease, Tenant's Proportionate Share of the net
refund (after deducting from such total refund the costs and expenses,
including, but not limited to, appraisal, accounting and legal fees incurred or
expended in obtaining the same, to the extent that such costs and expenses were
not included in the Taxes for such Tax Years and including as part of such
refund, to the extent Landlord actually receives the same, interest thereon);
provided, however, such payment or credit to Tenant shall in no event exceed
Tenant's Tax Payment paid for such Tax Year. Such payment or credit shall be
made within sixty (60) days following receipt of such refund by Landlord.

      28.07. If a Tax Year commences or ends before or after the commencement or
expiration or termination of the term of this Lease, the Tax Payment thereof
shall be pro-rated to correspond to that portion of such Tax Year occurring
within the term of this Lease.

      28.08. (a) In order to enable Tenant to realize certain real estate tax
benefits granted or to be granted by the IDA, Landlord shall, from time to time,
convey title to units of the Condominium occupied by Tenant to the IDA (the "IDA
Units"). Pursuant to a separate agreement to be entered into between Tenant and
the IDA (as hereinafter defined), Tenant shall be responsible for payment of one
hundred (100%) percent of the payments in lieu of the Taxes (other than special
ad valorem levies, special assessments and similar charges, if and to the extent
the same are so exempt as a result of the IDA's ownership of the IDA Units,
which items are hereinafter called "Non-Exempt Taxes") attributable to the
demised premises for the period of time (the "Abatement Period") for which any
portion of the premises demised to Tenant under this Lease are not required to
have Taxes (other than the Non-Exempt Taxes) paid thereon as a result of the
IDA's ownership thereof, which payments in lieu of Taxes (other than the
Non-Exempt Taxes) are hereinafter called "Pilot". During the Abatement Period,
Tenant shall further pay Tenant's Proportionate Share of the Non-Exempt Taxes
(calculated on the basis of Section 28.01(c) of this Lease without the
adjustment set forth in the next sentence) with respect to the Land and/or
Building, but not any other portion of Taxes. At such time and during such
period of time as any portion of the premises demised to Tenant under this Lease
are required to have real estate taxes paid thereon, Tenant's Proportionate
Share of Taxes (other than the Non-Exempt Taxes) shall, as of each July 1, be
adjusted to equal the quotient (expressed as a percentage) obtained by (x)
dividing the number of rentable square feet in the demised premises (exclusive
of the Mechanical Space and the number of rentable square feet of space
contained in the IDA Units) based on Exhibit G hereof, by (y) 2,184,552 rentable
square feet minus the number of rentable square feet contained in the IDA Units
(based on Exhibit G). Tenant shall make each


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<PAGE>

payment of Pilot at least thirty (30) days before the date such payment is due,
and furnish Landlord with evidence of each such payment no later than the
applicable payment date. In the event Tenant fails to make any payments pursuant
to this Section 28.08, Landlord may, but shall not be obligated to, make all or
any portion of such payment, and Tenant, within ten (10) days after demand
therefor, shall reimburse Landlord, as additional rent, for the amount so
expended, together with interest thereon at the Interest Rate. Tenant's
Proportionate Share of Non-Exempt Taxes shall be calculated on the basis of
Section 28.01(c) of this Lease without the adjustment provided for in this
Section 28.08.

            (b) Anything to the contrary provided in this Article 28
notwithstanding, if at any time during the Abatement Period, Tenant shall be
entitled to an abatement of basic annual rent and additional rent pursuant to
Section 8.01, 9.02, 25.01(a) or (b), 31.03 or 32.04 of this Lease with respect
to a portion of the demised premises which, at the time and during the
continuance of the events entitling Tenant such abatement, is exempt from the
payment of real estate taxes, then Landlord shall reimburse Tenant for the
portion of the Pilot made by Tenant as are allocable to such portion of the
demised premises (on a per rentable square foot basis) and attributable to the
period during which Tenant is entitled to such abatement. Further, Landlord
shall reimburse (on a per rentable square foot basis) Tenant for the allocable
portion of the Pilot paid by Tenant that is attributable to any portion of the
demised premises payable for the period prior to the Rent Commencement Date for
the allocable portion of the demised premises. If at the time of such
reimbursement, Tenant is obligated to pay basic annual rent and additional rent
on any portion of the demised premises, Landlord's reimbursement obligation
under this subsection (b) may be satisfied by crediting the appropriate amount
against such basic annual rent and additional rent as the same become due and
payable; otherwise, Landlord shall reimburse Tenant from time to time within
thirty (30) days after demand therefor by Tenant.

      28.09. (a) Nothing in the foregoing is intended to confer any right on
Tenant to file, or to require Landlord to file, a tax protest or commence or
prosecute any tax reduction or other similar proceeding if such protest or
proceeding would have any effect on the ICIP benefits (including the computation
thereof), other than the reduction in ICIP benefits which would consequently
result from a reduction in Taxes.

            (b) Landlord represents that it has applied f or the Real Property
Tax Exemption and Deferral created by Title II, Chapter 2, Part 3 of the
Administrative Code of the City of New York and has received a preliminary
certificate of eligibility under the ICIP Law (as hereinafter defined) entitling
Landlord to an abatement, deferral or reduction of the taxes for Building for


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a period of time. Landlord agrees that it shall timely comply with the
provisions of Executive Order Nos. 50(1980) and 108 (1986) and the rules and
regulations promulgated thereunder, as the same from time to time be amended,
and the requirements imposed by the New York City Industrial Commercial
Incentive Program and the regulations promulgated thereunder, as the same may be
amended, modified or supplemented (the "ICIP Law") to ensure that it remains an
eligible Recipient (as such term is defined under the ICIP Law) of the benefits
under the ICIP Law. Landlord shall take all actions and submit all reports,
annual filings or certificate of continuing use and records to the Department of
Finance, the Divisions of Labor Services and all other governmental agencies and
bureaus involved in the administration of the ICIP Law and shall maintain all
records and reports required to evidence such compliance.

            (c) Tenant shall supply information and comply with such reporting
requirements as Landlord shall advise Tenant are reasonably necessary to comply
with and/or obtain the benefits of the ICIP Law and regulations and submit all
reports, annual filings of certificate of continuing use and records to the
Department of Finance, the Division of Labor Services and all other governmental
agencies and business involved in the administration of the ICIP Law and shall
maintain all records and reports required to evidence such compliance, except
that no such cooperation with Landlord shall require Tenant to reveal
proprietary business information unrelated to the matters below or to modify or
restrict its hiring practices or operations in conducting its business in (as
opposed to the construction of) the demised premises unless required by the ICIP
Law, and Tenant shall:

                  (i) provide access to the demised premises by employees and
agents of the Department of Finance of the City of New York at all reasonable
times at the request of Landlord; and

                  (ii) report to Landlord upon request the number of workers
permanently engaged in employment in the demised premises, the nature of each
worker's employment and the residency of each worker.

            (d) Tenant shall not be required to pay Taxes which become due
because of the failure by Landlord to comply with the ICIP Law, or otherwise
relieve or indemnify the Landlord from any personal liability arising under the
ICIP Law, except where imposition of such Taxes or liability is occasioned by
actions or non-actions of the Tenant in violation of this Lease. Landlord and
Tenant shall indemnify each other for any liability incurred by each as a result
of the other's failure to comply with the ICIP Law.


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<PAGE>

      28.10. Notwithstanding anything to the contrary contained in this Lease,
Landlord's obligations to reimburse Tenant for Pilot shall never exceed the
amount of Taxes which would have been payable for the same portion of the
demised premises for the same period had the portion of the demised premises on
which Landlord is obligated to reimburse Tenant for Pilot been subject to the
payment of Taxes.

                                  ARTICLE 29.

                      OPERATING EXPENSE INCREASE PAYMENTS

      29.01. For the purposes of this Article 29:

            (a) The term "Operating Expenses" shall mean all expenses paid or
incurred by Landlord or on Landlord's behalf (whether by the board of managers
of the Condominium of which the demised premises are a part, or otherwise in
respect to the operation, ownership, repair, safety, management, security and
maintenance (including, without limitation or duplication, capital expenditures
for deferred maintenance amortized on the basis provided in clause (x) of this
Section 29.01(a)) of the Building, Building equipment and Building Systems,
sidewalks, curbs, plazas, loading docks and other areas adjacent to the Building
which are necessary or appropriate for the operation of the Building as a
First-Class Office Building, including, without limitation, the cost, subject to
the provisions of Section 29.09 hereof, of: (i) all charges (including all
surcharges, taxes, fuel adjustments, taxes regularly passed on to consumers by
the public utility, and other sums payable in respect thereof) for steam and
electricity, furnished to the Building, exclusive of any area demised to a
tenant, together with any taxes on such utilities; (ii) heating,
air-conditioning and ventilation furnished to the Building, including all
leasable areas (it being expressly understood and agreed that no cost shall be
includable for the operation of the air-conditioning system serving any leasable
areas of the Building for any period in which Tenant, pursuant to Section 27.04
hereof, shall be operating such air-conditioning systems serving the demised
premises at Tenant's expense and that at no time shall HVAC charges attributable
to the elevator lobby of a full floor tenant be included in Operating Expenses);
(iii) snow removal and rubbish removal for other than leasable areas in the
Building; (iv) janitorial and cleaning services exclusive of any leasable area,
such as, without limiting the generality of the foregoing, cleaning of outside
windows, facade of the Building, loading docks, elevators and elevator lobbies
and cabs (subject to the provisions of Section 29.09 hereof), lobbies at street
and mezzanine levels and sidewalks, as well as the normal repair and maintenance
(including, without limitation, deferred maintenance) of any and


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<PAGE>

all of the foregoing; (v) painting and decoration of the Building, exclusive of
any leasable areas and the elevator lobby of any full floor tenant of the
Building; (vi) repair and maintenance (including, without limitation, deferred
maintenance) of the Building's elevator, heating, ventilating and
air-conditioning systems, water risers and vertical sprinkler risers and all
valving thereto, alarm and life-safety systems, window washing equipment and any
equipment used for the protection and security of the Building or the tenants
thereof and their employees, licensees and invitees (except that no such cost
shall be includable for the air-conditioning system serving any leasable areas
of the Building for any period in which Tenant, pursuant to Section 27.04(e)
hereof, shall be operating Tenant's air-conditioning systems at Tenant's
expense); provided, however, that nothing contained herein shall preclude the
inclusion in Operating Expenses of air-conditioning costs attributable to the
Common Areas of the Building; (vii) interior and exterior landscaping; (viii)
repair and maintenance (including, without limitation, capital expenditures for
deferred maintenance amortized on the basis provided in clause (x) of this
Section 29.01(a)) of the structural elements of the Building and the Building's
roof, facade and curtain walls and all Common Areas of the Building and all
loading docks; (ix) rental fees or repair costs of any equipment used for any
and all of the above-mentioned purposes or uses; (x) amortization by Landlord,
with interest on the unamortized amount, of the cost of any capital improvement
and/or equipment (a) required by applicable Legal Requirements enacted on or
after the Rent Commencement Date (and including changes to or reinterpretations
after the Rent Commencement Date of Legal Requirements enacted prior to the Rent
Commencement Date) or (b) designed to result in a savings of, or reduction in,
Operating Expenses, it being understood and agreed that the amortization shall
be done on a straight line basis over the useful life of the applicable item
(determined pursuant to generally accepted accounting principles, consistently
applied) and that the interest factor shall be the per annum rate equal to the
publicly announced in the City of New York base lending rate of the then largest
commercial bank doing business in the City of New York; (xi) premiums for All
Risks' property insurance and any other insurance which Landlord may deem
necessary or which is required by this Lease or by the lessor under any ground
lease or overlease or by the holder of any Mortgage; (xii) supplies for the
foregoing; (xiii) sales or use taxes on supplies or services related to the
foregoing; (xiv) wages, salaries and other compensation or benefit of every
nature or kind and all direct or indirect expenses respecting employees of
Landlord engaged in any of the foregoing or providing any of the foregoing
services or items, up to and including the level of Building superintendent
and/or manager, including, without limitation, disability benefits, pensions,
hospitalization, retirement plans, group policies, vacation, holidays, sick days
and personal days,


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expenses imposed on Landlord pursuant to law or to any collective bargaining
agreement with respect to such employees, workers' compensation insurance and
payroll, social security, unemployment and other similar taxes with respect to
such employees; (xv) uniforms for such employees and the cleaning thereof; (xvi)
the charges of any independent contractor who does any of the work or provides
any of the services or items included in Operating Expenses; (xvii) professional
and consulting fees, including legal and accounting fees; (xviii) computer time,
telephone, bookkeeping and other Building office expenses; (xix) the annual fee
paid or payable for managing and/or operating the Building, or, if such service
is provided directly by Landlord, an annual amount that would otherwise have
been required to engage, and retain, the services of a first-class, highly
reputable managing and/or operating firm providing such services in First-Class
Office Buildings; (xx) all charges for water and sewer, whether measured by
meter or otherwise, but deducting therefrom the costs of providing water in
excess of the Building standard to tenants of the Building; (xxi) all security
costs and expenses for other than leasable areas of the Building; (xxii) all
building improvement district charges and other similar items, (xxiii) the
amounts equal to the premiums that would have been payable to procure or
maintain any insurance with respect to which Landlord, pursuant to Article 7
hereof, elected to act as self insurer and which would have been includable in
Operating Expenses had Landlord procured or maintained such insurance, and
(xxiv) any other expense or charge of any nature whatsoever, whether or not
herein mentioned, which, in accordance with sound real estate accounting and
real estate management principles generally accepted with respect to the
operation of First-Class Office Buildings, may be expensed or would be construed
as an Operating Expense and which are not, by the terms, provisions, conditions
and covenants of this Article 29, expressly excluded from Operating Expenses.

      Operating Expenses shall exclude or have deducted from them, as the case
may be, and as shall be appropriate: (i) all expenses incurred in leasing or
procuring tenants for the Building, including leasing commissions and
advertising expenses, and all legal, accounting and consultants' fees,
disbursements and expenses incurred in disputes with tenants or enforcement of
leases or entering into leases; (ii) the cost of any items for which Landlord is
reimbursed by insurance, warranties or otherwise other than pursuant to clauses
similar to this Article 29; (iii) costs for services rendered or performed
directly for the account of tenants at tenants' cost or for which a separate
charge is made; (iv) Taxes; (v) depreciation (provided, however, that such
exclusion of depreciation shall not affect the inclusion in Operating Expenses
of the amortized items required to be amortized pursuant to the provisions of
the first paragraph of this Section 29.01(a)); (vi) installments of principal
and


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<PAGE>

interest and any other sum due and payable under any Mortgage; (vii) rent and
other charges due and payable under any ground lease or overlease; (viii) the
cost of installing, operating and maintaining any specialty service, such as an
observatory, broadcasting facilities, luncheon club, athletic or recreational
club; (ix) the cost of any repairs, alterations, additions, changes,
replacements and other items which are made in order to prepare for a new
tenant's occupancy; (x) the cost of any repair in accordance with Articles 8 and
9 of this Lease; (xi) any costs included in Operating Expenses representing an
amount paid to a party related to Landlord which is in excess of the amount
which would have been paid in the absence of such relationship; (xii) charges
for which Landlord is entitled to direct (as opposed to reimbursement through an
operating expense or similar provision) reimbursement from any tenant; (xiii)
capital replacements (except as specified above); (xiv) the cost of acquiring
art work for the Building, (xv) the cost of performing or repairing defects in,
Landlord's Work, (xvi) the incremental additional cost of providing services to
another tenant of the Building in excess of the services which Landlord is
obligated to provide to Tenant under this Lease at Landlord's expense, (xvii)
lease payments for rented equipment, the cost of which equipment if purchased
would not be includable in Operating Expenses, (xviii) income or franchise taxes
of Landlord, (xix) rent pursuant to any ground lease other than rent in the
nature of Taxes, Operating Expenses or rent payable in respect of the Overlease,
(xx) cost of electricity furnished to leasable areas, (xxi) advertising and
promotion expenses, (xxii) any takeover lease obligations or lease or sublease
obligations assumed by Landlord, (xxiii) financing or refinancing costs, (xxiv)
costs of removal, enclosure or encapsulation of asbestos or other Hazardous
Material, (xxv) costs and recoveries in connection with tort claims against
Landlord, (xxvi) costs incurred by Landlord to obtain the Certificate of
Occupancy pursuant to Article 12, (xxvii) the portion of employee wages,
salaries, fringe benefits attributable to time not spent in connection with the
Building or for items excludable from Operating Expenses (it being agreed that
items such as vacation time, sick days and such other time off included in the
fringe benefits package shall not be deemed to be "time not spent in connection
with the Building" but shall be apportioned in the same manner as wages and
salaries, (xxviii) expenses exclusively attributable to retail areas of the
Building, (xxix) expenses attributable to additions or enlargements to the
Building, (xxx) expenses attributable to the gross negligence or wilful
misconduct of Landlord, (xxxi) fines or penalties, interest or late fees imposed
upon Landlord, (xxxii) the cost of correcting matters involving Landlord's Work
which do not comply with Legal Requirements on the date the portions of the
Building for which such Landlord's Work has been completed, (xxxiii) amounts
paid by Landlord to restore any damage with respect to which Landlord elected to
act as a self-


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insurer over and above the amount of self insurance (or deductibles) which a
reasonably prudent owner of a First-Class Office Building would have maintained
and (xxxiv) charges, if any, payable to the board of managers of the
Condominium, except to the extent such charges are in payment of items which
otherwise could be includable in the definition of Operating Expenses.

      In determining the amount of Operating Expenses for any Operating Year, if
less than all of the Building leasable area shall have been occupied by
tenant(s) at any time during any such Operating Year, Operating Expenses shall
be determined for such Operating Year to be an amount equal to the like expenses
which would normally be expected to be incurred had all such areas (to the
extent of ninety-five percent (95%) of the leasable area of the Building, as
shown on Exhibit G hereof, and excluding all Mechanical Space, retail space and
storage space not included in the demised premises been occupied throughout such
Operating Year.

      For purposes of this Section 29.01, deferred maintenance shall mean
maintenance (i) which had Landlord not deferred the same, could have been
included in Operating Expenses and (ii) the deferral of which is not
inconsistent with the actions of a reasonably prudent owner of a First-Class
Office Building.

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

            (c) The term "Operating Statement" shall mean a written statement
prepared by Landlord or its agent, setting forth Landlord's computation of the
sum payable by Tenant under this Article 29 for a specified Operating Year.

            (d) The term "Tenant's Operating Proportionate Share" shall mean the
quotient (expressed as a percentage) obtained by (x) dividing the number of
rentable square feet in the demised premises (exclusive of Mechanical Space and
retail space) based on Exhibit G hereof by (y) 2,125,395 based on Exhibit G
hereof. As of the Rent Commencement Date, Tenant's Operating Proportionate Share
shall be fifty-one and eleven one hundredths percent (51.11%).

      29.02. For each Operating Year Tenant shall pay to Landlord, as additional
rent for each such Operating Year, an amount (herein called the "Operating
Payment") equal to Tenant's Operating Proportionate Share of the Operating
Expenses for such Operating Year. Until the last of the Rent Commencement Dates
occurs, Tenant's Operating Proportionate Share of Operating Expenses shall be
determined and, where necessary, redetermined


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<PAGE>

each time a Rent Commencement Date for a portion of the demised premises occurs,
and if Tenant's Operating Proportionate Share of Operating Expenses for an
applicable Operating Year has been so determined or redetermined, Tenant's
Operating Payment for such Operating Year shall be adjusted accordingly to
reflect the applicable determination or redetermination of Tenant's Operating
Proportionate Share of Operating Expenses for the applicable Operating Year.

      29.03. Landlord shall furnish to Tenant, prior to the commencement of each
Operating Year, beginning with calendar year 1997, a written statement setting
forth in reasonable detail Landlord's reasonable estimate of the Operating
Payment for such Operating Year, based upon the method set forth in Section
29.02 for computing the Operating Payment. Commencing on the Rent Commencement
Date, Tenant shall pay to Landlord on the first day of each month during such
Operating Year an amount equal to one-twelfth (1/12th) of Landlord's estimate of
the Operating Payment for such Operating Year. If, however, Landlord shall
furnish any such estimate for an Operating Year subsequent to the thirtieth
(30th) day prior to the commencement thereof, then (a) until the first day of
the month in which such estimate is furnished to Tenant, Tenant shall pay to
Landlord on the first day of each month an amount equal to the monthly sum
payable by Tenant to Landlord under this Section 29.03 in respect of the last
month of the preceding Operating Year; (b) promptly after such estimate is
furnished to Tenant, Landlord shall give notice to Tenant stating whether the
installments of the Operating Payment previously made for the Operating Year
were greater or less than the installments of the Operating Payment to be made
for such Operating Year in accordance with such estimate, and (i) if there shall
be a deficiency, Tenant shall pay the amount thereof within thirty (30) days
after demand therefor, and (ii) if there shall have been an overpayment,
Landlord shall, within thirty (30) days of providing Tenant with such estimate,
either refund to Tenant the amount thereof or permit Tenant to credit the amount
thereof against the rent payable hereunder; and (c) on the first day of the
month commencing at least thirty (30) days subsequent to date on which such
estimate is furnished to Tenant, and monthly thereafter throughout the remainder
of such Operating Year, Tenant shall pay to Landlord an amount equal to
one-twelfth (1/12th) of the Operating Payment shown on such estimate. Landlord
may, not more than twice during each Operating Year, furnish to Tenant a revised
statement of Landlord's estimate of the Operating Payment for such Operating
Year, based upon the method set forth in Section 29.02 for computing the
Operating Payment; and in such case, the Operating Payment for such Operating
Year shall be adjusted and paid or refunded, as the case may be, substantially
in the same manner as provided in the preceding sentence.


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<PAGE>

      29.04. Within one hundred twenty (120) days after the end of each
Operating Year, Landlord shall furnish to Tenant an Operating Statement for such
Operating Year, based on the method set forth in Section 29.02 for computing the
Operating Payment and certified by a reputable independent certified public
accountant selected by Landlord, setting forth in reasonable detail the actual
Operating Expenses incurred by Landlord during such Operating Year. If the
Operating Statement shall show that the sums paid by Tenant under Section 29.03
exceeded the Operating Payment to be paid by Tenant for such Operating Year,
Landlord shall promptly either refund to Tenant the amount of such excess or
permit Tenant to credit the amount of such excess against subsequent payments of
rent or additional rent payable under this Lease; and if the Operating Statement
for such Operating Year shall show that the sums so paid by Tenant were less
than the Operating Payment to be paid by Tenant for such Operating Year, Tenant
shall pay the amount of such deficiency within thirty (30) days after demand
therefor. If the Operating Statement shall show that the estimated sums
theretofore estimated by Landlord and paid by Tenant for such Operating Year
exceeded the Operating Payment for such Operating Year by more than ten (10%)
percent, Landlord shall pay to Tenant interest on the excess over ten (10%)
percent at the Interest Rate from the end of the applicable Operating Year to
which the overpayment relates to the date such overpayment is refunded or
credited.

      29.05. Each such Operating Statement given by Landlord pursuant to Section
29.04 shall be conclusive and binding upon Tenant (i) unless within three (3)
months after the receipt of the Operating Statement for the succeeding Operating
Year Tenant shall notify Landlord that it disputes the correctness of the
Operating Statement, specifying the particular respects in which the Operating
Statement is claimed to be incorrect, and (ii) if such disputes shall not have
been settled by agreement, either party may submit the dispute to the Supreme
Court of the County of New York for determination under Section 3031 of C.P.L.R.
(The New York Simplified Procedure for Determination of Disputes), within six
(6) months after receipt of such succeeding Operating Statement, and pending the
determination of such dispute by agreement or judicial determination as
aforesaid, Tenant shall within thirty (30) days after the receipt of such
Operating Statement pay additional rent in accordance with Landlord's statement,
without prejudice to Tenant's position. If the dispute shall be determined in
Tenant's favor, Landlord shall forthwith pay to Tenant the amount of Tenant's
overpayment of rents resulting from compliance with Landlord's Operating
Statement and interest, if applicable, in accordance with Section 29.04 hereof.

      29.06. If an Operating Year commences or ends before or after the
commencement or expiration or termination of this


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Lease, the additional rent in respect thereof payable under this Article shall
be pro-rated to correspond to that portion of the Operating Year occurring
within the term of this Lease.

      29.07. (a) The failure of Landlord to render an Operating Statement for
any Operating Year shall not prejudice Landlord's right, or relieve Landlord of
the obligation, to thereafter render such Operating Statement or relieve or
release Tenant from any obligation to pay Tenant's Operating Proportionate Share
of Operating Expenses for any Operating Year, but, if Landlord shall fail to
render an Operating Statement for any year by June 30 of the succeeding calendar
year, Tenant may cease to pay, until such Operating Statement is rendered,
estimated installments of Tenant's Operating Payment.

            (b) The provisions of this Article 29 shall survive the expiration
or earlier termination of this Lease as to all additional rent due Landlord or
credit owed Tenant up to the date thereof, including all disputed items as well
as the additional rent due for the last year, or portion thereof, falling within
the term of this Lease. Within one hundred fifty (150) days following such
expiration or earlier termination, Landlord shall render to Tenant a preliminary
uncertified Operating Statement, and Landlord and Tenant shall, subject to
year-end adjustments, preliminarily adjust the amount due Landlord or Tenant, as
the case may be, for such last year or portion thereof, subject to year-end
adjustments, and the party owing any portion of the same to the other shall
promptly pay the same. Landlord shall issue a final Operating Statement for such
last year or portion thereof on or before April 30 of the succeeding calendar
year, and all amounts due Landlord or Tenant based thereon shall be adjusted
between the parties.

      29.08. Tenant, upon, reasonable notice, may (but only with its authorized
employees or with a firm of reputable independent certified public accountants
selected by Tenant) elect to examine such of Landlord's books and records with
respect to the applicable Operating Statement (collectively, "Records") as are
directly relevant (but not any information as to any payments made or payable by
any other tenant of the Building, which information Landlord may delete or
prevent Tenant from inspecting but Landlord shall have the accountant certify
the reimbursements paid by tenants and reflected in such Operating Statements)
to any disputed amount included in the Operating Statement in question. In
making such examination, Tenant shall, and shall cause its officers, employees
and accountants to, keep confidential any and all information contained in the
Records.

      29.09. Notwithstanding Tenant's obligation to pay Operating Payments,
Tenant shall be obligated to pay Landlord, within thirty (30) days of Landlord's
demand therefor accompanied


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by an invoice in reasonable detail, one hundred (100%) percent of (i) all rent
and other charges payable under the Overlease and (ii) all costs and expenses
incurred or expended by Landlord (on the same basis as is provided for in the
determination of Operating Expenses) in providing any non-overtime
air-conditioning and/or passenger elevator service included in the definition of
Dedicated Elevators, to Tenant (to the extent such item may reasonably be
separately determined) and any cost with respect to the category of the item so
billed to Tenant on a one hundred (100%) percent basis shall not be included in
Operating Expenses for the applicable period involved (e.g. during such time as
Tenant shall be entitled to the Dedicated Elevators, the cost of electricity and
cleaning for all Building elevators shall be excluded from Operating Expenses).
To the extent such item may not reasonably be separately determined, Landlord
shall bill Tenant for Tenant's proportionate share thereof which proportionate
share, in respect of (i) passenger elevators, shall mean a fraction, the
numerator of which shall be the number of passenger elevators included in the
definition of Dedicated Elevators and the denominator of which is the total
number of passenger elevators in the Building, (ii) freight elevators, shall
mean a fraction, the numerator of which shall be the total number of freight
elevators included in the definition of Dedicated Elevators and the denominator
of which is the total number of freight elevators in the Building, and (iii)
escalators included in the definition of Dedicated Elevators, shall mean one
hundred (100%) percent.

                                  ARTICLE 30.

                                ELECTRIC ENERGY

      30.01. Tenant shall contract directly with, and pay to, the public utility
for electric service to be furnished (1) to the demised premises and/or (ii) to
any apparatus, equipment or system exclusively serving the demised premises.
Prior to the earlier of the Rent Commencement Date or the date Tenant shall use
the applicable portion of the demised premises for its operations, Landlord
shall, at no charge to Tenant, supply construction electricity to Tenant.

      30.02. Tenant shall at all times comply with the rules, regulations, terms
and conditions applicable to service, equipment, wiring and requirements of the
public utility supplying electricity to the Building. For so long as Tenant
shall have the right to operate the air-conditioning systems servicing the Tower
Space and/or Pedestal Space (including the Concourse Space), as the case may be,
Tenant shall obtain, directly from the applicable public utility company, as
provided in Section 30.01 hereof, electricity in an electric demand load


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(a) of not more than (i) six (6) watts per gross square foot of Tower Space,
(ii) sixteen (16) watts per gross square foot of Pedestal Space and (iii) six
(6) watts per gross square foot of Concourse Space for all purposes (including
lighting and power but excluding Building equipment) and (b) required to operate
the Dedicated Elevators and air-conditioning systems servicing the Tower Space
and/or Pedestal Space, as the case may be. Landlord shall not be liable in any
way to Tenant for any failure or defect in the supply or character of electric
service furnished to the demised premises by reason of any requirement, act or
omission of the utility serving the Building or for any other reason (including,
without limitation, Tenant's failure to pay to the utility company the cost of
such services furnished to Tenant) whether electricity is provided by public or
private utility or by any emergency electricity generation system owned and
operated by Landlord. For purposes hereof, gross square footage shall be
calculated pursuant to the method specified in Exhibit G-1 hereof.

      30.03. (a) Notwithstanding anything contained in this Lease to the
contrary, at such time as Tenant no longer has the right to operate the
air-conditioning systems servicing the Tower Space and/or Pedestal Space
(including the Concourse Space), as the case may be, Tenant shall turn over to
Landlord that portion of the electrical capacity of the Building that had
previously been made available to Tenant (i) in respect of the electricity
needed to operate such air-conditioning systems, (ii) for light and power to the
Tower Space and/or Pedestal Space (including the Concourse Space), as the case
may be, and (iii) to power the Dedicated Elevators servicing the demised
premises and Landlord shall, to the extent and in the capacities referred to in
Section 30.02, furnish to Tenant the electricity for light and power to the
portions of the Tower Space and/or Pedestal Space (including the Concourse
Space), as the case may be, for which Landlord has taken over the applicable
electrical capacity, and Landlord shall pay for and provide the electricity
needed to operate the Dedicated Elevators and the cost of which shall be
included in Operating Expenses, and Tenant shall pay to Landlord, in
consideration of the furnishing of such light and power service to the demised
premises, during the term of this Lease, an amount (the "Electricity Additional
Charge") equal to (x) the amount Landlord actually pays to the utility company
to provide electricity to the demised premises for light and power, or the
applicable portion thereof, including all applicable surcharges, demand charges,
time-of-day charges, energy charges, fuel adjustment charges, rate adjustment
charges, taxes and other sums payable in respect thereof based on Tenant's
demand and/or consumption of electricity (and/or any other method of quantifying
Tenant's use of or demand for electricity as set forth in the utility company's
tariff) as registered on a meter or submeter (installed by Landlord at Tenant's
sole cost and


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<PAGE>

expense) for purposes of measuring such demand, consumption and/or other method
of quantifying Tenant's use of or demand for electricity (it being agreed that
such meter or submeter shall measure demand and consumption, and off-peak and
on-peak use, in either case to the extent such factors are relevant in making
the determination of Landlord's cost) plus (y) an amount equal to the
out-of-pocket costs and expenses incurred by Landlord in connection with reading
such meters and preparing the bills therefor. Tenant, from time to time, shall
have the right to review Landlord's meter readings, and Landlord's calculation
of the Electricity Additional Charge, at reasonable times and on reasonable
prior notice, by giving notice thereof to Landlord on or prior to the ninetieth
(90th) day after the date when Landlord gives Tenant a bill or statement for the
Electricity Additional Charge. At such times as Landlord is supplying
electricity to the Tower, Pedestal and/or Concourse Space, Landlord shall supply
the applicable electrical capacities specified in clause (a) of Section 30.02
hereof. Landlord shall have all rights and remedies available to Landlord under
this Lease, at law or in equity for the failure by Tenant to pay the Electricity
Additional Charge or the Electricity Fee (hereinafter defined) as are available
to Landlord for the failure by Tenant to pay basic annual rent.

            (b) Where more than one meter measures the electricity supplied by
Landlord to the demised premises, the electricity rendered through each meter
shall be aggregate and computed and billed in accordance with the provisions
hereinabove set forth. Bills for the Electricity Additional Charge shall be
rendered to Tenant at such time as Landlord may elect, and Tenant shall pay the
amount shown thereon to Landlord within thirty (30) days after receipt of such
bill. Tenant expressly acknowledges that in connection with the installation of
the meters or submeters, the electricity being supplied to the demised premises
shall be temporarily interrupted. Landlord shall use reasonable efforts to
minimize interference with the conduct of Tenant's business in connection with
such installation and Landlord shall, if necessary to minimize such
interference, perform the same outside of Business Hours (in which event the
incremental additional cost of performing the same outside of Business Hours
over the cost of performing the same during Business Hours will be shared
equally by Landlord and Tenant).

      30.04. (a) If Landlord shall be supplying electricity to the demised
premises prior to Landlord's installation of submeters and such submeters
becoming operational for the purpose of measuring Tenant's consumption of
electricity in the demised premises (which meters Landlord agrees to promptly
order, and upon receipt to promptly commence and install with due diligence),
Tenant shall pay to Landlord a fee (the "Electricity Fee") reasonably estimated
by Landlord to equal the submetered


                                      105
<PAGE>

costs Tenant would pay were the submeters installed and operational in
consideration of Landlord furnishing electricity to the demised premises. The
Electricity Fee shall only be payable with respect to the period commencing on
the day Landlord shall be supplying electricity to the demised premises and
ending on the date of the installation of submeters in the demised premises and
such meters or submeters becoming operational. Upon such installation and
thereafter, Tenant shall pay Electricity Additional Charge based upon the demand
and consumption shown on such meters or submeters, as more particularly set
forth in Section 30.03 hereof. Landlord shall render a bill to Tenant for such
Electricity Fee from time to time, but not more frequently than monthly, and
Tenant shall pay such Electricity Fee to Landlord, as additional rent, within
thirty (30) days after receipt of such bill.

            (b) The parties agree that although the charge for furnishing
electrical energy is reflected in the Electricity Fee the value to Tenant of
such service may not be accurately reflected in such Electricity Fee.
Accordingly, Landlord and Tenant agree that after the submeters are installed
and operational and electricity is being furnished to the demised premises
pursuant to Section 30.03 hereof for a three (3) month period, the Electricity
Fee shall be adjusted based on the average of the Electricity Additional Charge
("Three Month Average") payable by Tenant for such three (3) month period with
respect to the portion of the demised premises which was previously subject to
the Electricity Fee. If the Three Month Average shall exceed the Electricity
Fee, Tenant, within ten (10) Business Days after demand therefor, shall pay such
excess to Landlord, and if the Electricity Fee shall exceed the Three Month
Average, Landlord, at its option, shall either promptly refund to Tenant such
excess or shall credit such excess against immediately subsequent monthly
installments of basic annual rent and additional rent next becoming due and
payable hereunder.

      30.05. If at any time Tenant shall require additional. electrical capacity
for the conduct of its business, Tenant shall request such additional electrical
capacity and submit to Landlord a listing of proposed aggregate loads. Landlord
shall evaluate the proposed loads and check the actual peak load on the feeders
serving the demised premises (via demand readings on the appropriate submeters)
to determine if additional electrical capacity is required above the capacity
required to be supplied by Landlord pursuant to this Lease. If such additional
capacity is not required, Landlord shall promptly inform Tenant thereof. If
additional capacity is required, and if Landlord can obtain the same without
detriment to other current or future tenants or occupants of the Building, or to
Landlord, then Landlord shall take such action at Tenant's sole cost and expense
as shall be reasonably required in order to provide such additional


                                      106
<PAGE>

electrical capacity to the demised premises, including, without limitation, the
installation of additional risers and the application to the public utility
company supplying electricity to the Building for the requested additional
electrical capacity to be provided to the Building. Tenant shall cooperate with
Landlord in all respects, at Tenant's expense, in connection with any such
application, including, without limitation, providing all necessary information
to demonstrate to such public utility company the necessity for such additional
capacity.

      30.06. Landlord agrees that it shall not look to Tenant for any
installation charges relative to Consolidated Edison's installation of existing
vaults at the Building.

                                  ARTICLE 31.

                            COMMENCEMENT OF THE TERM

      31.01. If Landlord is unable to deliver possession of all or any portion
of the demised premises for any reason, Landlord shall not be subject to any
liability for failure to give possession and the validity of this Lease shall
not be impaired under such circumstances, nor shall the same be construed in any
way to extend the term of this Lease. If permission is given to Tenant to enter
into the possession of all or any portion of the demised premises prior to the
date specified as the commencement of the term of this Lease, Tenant covenants
and agrees that such occupancy shall be deemed to be under all the covenants,
agreements, terms, provisions and conditions of this Lease, except as to the
covenant to pay rent. The provisions of this Section are intended to constitute
"an express provision to the contrary" within the meaning of Section 223-a of
the New York Real Property Law.

      31.02. The parties hereto shall, at either party's request, within thirty
(30) days after the (a) Commencement Date with respect to each portion of the
demised premises constituting a portion thereof, and (b) the Rent Commencement
Date, execute a written agreement confirming such date as the date of the
commencement of the term of this Lease with respect to the portion of the
demised premises to which it relates or the Rent Commencement Date, as the case
may be. In no event shall Tenant or Landlord record this Lease or a copy hereof.
However, at the request of either party hereto, each of the parties hereto shall
promptly execute in recordable form and deliver to the other a memorandum of the
Lease sufficient for recording. Such memorandum shall not, and shall not be
deemed to, change or otherwise affect any obligations or provisions of this
Lease.


                                      107
<PAGE>

      31.03. Notwithstanding anything contained in Section 31.01 of this Lease
to the contrary, in the event that Landlord (i) fails to deliver possession of a
particular portion of the demised premises to Tenant in the Access Condition by
the date specified for such portion of the demised premises set forth in the
column marked "Access Date" on Exhibit H attached hereto and made a part hereof
(the "Access Date"), (ii) fails to complete the work necessary to achieve the
applicable Milestone Condition (as such term is defined in said Exhibit H) by
the applicable Milestone Date, as such term is defined in said Exhibit H, or
(iii) fails to Substantially Complete, as such term is defined in said Exhibit
H, the Substantial Completion Work, as such term is defined in said Exhibit H,
by the applicable Substantial Completion Date, as such term is defined in said
Exhibit H, set forth in said Exhibit H for such work to be Substantially
Complete, in each of such events other than for such delays caused by Tenant's
performance of any work (including the Additional Work) during the performance
of Landlord's Work or any other Tenant's acts or omissions or delays caused as a
result of Landlord's compliance with regulations relative to obtaining (or
attempting to obtain) IDA benefits for Tenant (which delays are collectively
hereinafter referred to as the "Tenant Delays"), then the Rent Commencement Date
for the demised premises shall be deferred one (1) day for each day that the (x)
delivery of said portion of the demised premises is delayed beyond the
applicable Access Date, (y) work Landlord is obligated to complete in order to
achieve the applicable Milestone Condition is delayed beyond the applicable
Milestone Date or (z) applicable Substantial Completion Work is not
Substantially Complete by the applicable Substantial Completion Date, as the
case may be, as such applicable Access Date, Milestone Date or Substantial
Completion Date, as the case may be, shall be extended by the Tenant Delays, it
being understood and agreed that in the event Tenant occupies for business
purposes any portion of a floor in the Above Grade Space, then, for the purposes
of this Section 31.03, such entire floor shall be deemed to be Substantially
Complete and have been delivered by Landlord to Tenant no later than the date of
such earliest partial occupancy of the applicable floor by Tenant for business
purposes. Tenant's acceptance of delivery of each particular portion of the
demised premises in the Access Condition shall be, and be deemed to be, an
acknowledgment by Tenant that Landlord delivered such particular portion of the
demised premises in the Access Condition (but the foregoing shall not vitiate
Landlord's repair obligations pursuant to the provisions of this Lease). At
Landlord's request, Landlord and Tenant shall execute and deliver to each other
a confirmatory agreement setting forth the dates which the applicable Access
Date, the Milestone Date and the Substantial Completion Date (or any of them)
have occurred, but the failure of either party to so execute or deliver such
confirmatory agreement shall not affect the occurrence of such dates pursuant to
the provisions of this


                                      108
<PAGE>

Lease. If the Rent Commencement Date is deferred due to Landlord's failure to
deliver particular portions of the demised premises to Tenant in the applicable
Access Condition by the applicable Access Date, then each Milestone Date and
each Substantial Completion Date shall be extended by the aggregate number of
days of the deferral and, concomitantly, if the Rent Commencement Date is
deferred due to Landlord's failure to complete the work necessary to achieve the
applicable Milestone Condition by the applicable Milestone Date, each
Substantial Completion Date shall be further extended by the aggregate number of
days of such deferral.

                                  ARTICLE 32.

                              TENANT'S WORK, ETC.

      32.01. It is understood and agreed that, except as provided otherwise in
Section 32.02, Landlord shall have no obligation to do any work in order to
prepare the demised premises for Tenant's use other than Landlord, at its own
cost and expense, hereby agrees to do the (i) Base Building Upgrade Work and
(ii) Special Base Building Upgrade Work, as each of the same is described on
Exhibit E attached hereto and made a part hereof, all of which work is herein
referred to as "Landlord's Work"; and, that Tenant will, other than for
Landlord's Work, be responsible for the performance (in accordance with the
terms, provisions, conditions and covenants of this Article 32) of all
construction, alterations or installations necessary to make the demised
premises ready for its use. It is further understood and agreed that Tenant will
accept delivery of each floor of the demised premises (on a floor by floor
basis) upon Landlord's tender of delivery of such space in the Access Condition,
subject to the terms of this Lease. Tenant acknowledges that it is familiar with
the condition of the demised premises and has undertaken such inspections of the
Building and the demised premises as it has deemed necessary. Further, Landlord
shall, within five (5) business days after Landlord's receipt and approval (in
those instances where approval is required hereunder) of the Plans for the
Additional Work, as hereinafter defined, furnish Tenant with an ACP-5
certification of a licensed asbestos investigator appropriately completed to
indicate the demised premises is not an asbestos project together with the
report of Landlord's asbestos investigator as to the presence of any asbestos in
the demised premises and the shaftways of the Building. The Special Base
Building Upgrade Work shall, subsequent to the date of this Lease, be done by
Landlord through Tenant acting either in its individual capacity or as the agent
for the New York City Industrial Development Agency (the "IDA"). To the extent
Landlord is required by Legal Requirements to deliver the same to the applicable
governmental authorities,


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Landlord shall also make available to Tenant solely for inspection on reasonable
advance notice Landlord's records concerning the location, quantity and status
of such asbestos.

      32.02. In addition to Landlord's Work, Landlord through Tenant acting
either in its individual capacity or as agent for the IDA has agreed to do the
Additional Work, as defined in that separate agreement (the "Construction
Agreement") between Landlord and Tenant, dated even date with this Lease.
Pursuant to the Construction Agreement, Landlord has engaged Tenant, and Tenant
has accepted such engagement, as Landlord's general contractor for the
Additional Work, it being understood and agreed that if Tenant, as general
contractor, shall fail to perform, or inadequately performs, any or all of the
Additional Work, or if Tenant shall fail to perform, or inadequately performs,
any or all of the Special Base Building Upgrade Work it is obligated to perform
hereunder, Landlord shall not be responsible to Tenant for any such failure, or
inadequacy, in performance and Tenant shall have no claim against Landlord or
against the payment of basic annual rent or any item of additional rent,
including, without limitation, Special Additional Rent, or any other charge
payable hereunder resulting from, occasioned by, or arising out of Tenant's
failure, or inadequacy, in the performance under the Construction Agreement or
pursuant to the penultimate sentence of Section 32.01, as the case may be, and
the Rent Commencement Date shall, unless expressly provided otherwise in Section
31.03 or Section 32.04, commence as of May 1, 1997.

      32.03. If Tenant undertakes any Material Improvements (all of such
Material Improvements, other than the Additional Work, are hereinafter referred
to as "Work"), Tenant must comply with the applicable terms and provisions of
this Lease, including, without limitation, the terms and provisions of Article 3
and any Work relating to Building Systems shall be done only by contractors and
subcontractors chosen by Tenant from a list submitted by Landlord pursuant to,
and in compliance with, the terms, conditions and provisions of Article 3 of
this Lease. Further, Tenant acknowledges that there shall be no liability on the
part of Landlord, and Tenant hereby expressly waives any liability or claim of
damages against Landlord, as a result of, arising out of, or in any way
connected with, Landlord's furnishing Tenant with, on Tenant's selection from
any list of general contractors or subcontractors that Landlord has, under the
terms of this Lease, agreed, or is required, to furnish Tenant. Landlord, at its
option, may (by itself or, at Landlord's option, through a designee) observe and
inspect the Additional Work and/or Work with a view towards the avoidance or
prevention of potential breaches of the rules and regulations promulgated by
Landlord in accordance with Section 3.09 or Article 22 hereof with respect to
construction undertaken in the


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<PAGE>

Building and such monitoring shall not, or be deemed to, impose any obligations
on Landlord (or its designee performing such observation and inspection) as a
general contractor, supervising architect or job superintendent provided that
such observation or inspection shall not confer on the party doing such
observing or inspection any rights relative to the performance of such
Additional Work or Work. It is further understood and agreed that Landlord
and/or its designee shall have no obligations or responsibilities with respect
to the completion of the Additional Work or the Work, for any defects (latent or
otherwise) therein or thereto or to the quality of workmanship thereof.

      32.04. If Tenant shall (other than as provided in Section 31.03) be
delayed in the substantial completion of the Additional Work due to the acts or
omissions of Landlord other than those provided for in Section 31.03 (including,
without limitation, the failure by Landlord to provide the services Landlord has
agreed to provide pursuant to this Lease during Tenant's performance of the
Additional Work), then the Rent Commencement Date shall be deferred one (1) day
for each day that Tenant is so actually delayed in the substantial completion of
the Additional Work in such space as a result of Landlord's acts or omissions.
Notwithstanding the foregoing, with respect to any event giving rise to such a
delay, the delay shall not be deemed to have occurred earlier than seven (7)
Business Days prior to the date on which Tenant serves Landlord with notice of
the occurrence of such event, and no such delay occurring prior to such seven
(7) Business Day period shall extend the Rent Commencement Date as provided
above.

      32.05. From and after the date Landlord no longer has any repair
obligation under this Lease with respect to the Additional Work, to the extent
of Tenant's repair obligations relating to the Additional Work, Landlord shall
assign to Tenant, without representation, recourse or warranty, all warranties
and guaranties, if any, which Landlord may have received with respect to the
Additional Work.

      32.06. (a) (1) Notwithstanding anything to the contrary contained in this
Lease, with respect to the Additional Work only, Tenant shall furnish to
Landlord, for Landlord's approval as and to the extent hereinafter provided, six
(6) complete sets of the preliminary plans and specifications for the Additional
Work (or portions thereof, subject to the provisions of Paragraph 32.06(a) (2)
hereof), which plans and specifications shall be prepared by an architect
licensed in the State of New York, and the letter transmitting such plans and
specifications to Landlord must specifically contain a statement in block
capital letters that Landlord must approve or disapprove the portions of such
plans and specifications consisting of Additional Work Material Alterations
(hereinafter defined) within ten (10) business days


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<PAGE>

and that if Landlord fails to approve or disapprove the same within such period
of time, the preliminary plans and specifications so submitted by Tenant shall
be deemed approved (subject to Landlord's approval of final plans and
specifications, as provided in Section 32.06(c) hereof). Provided Landlord has
received the foregoing transmittal letter with the delivery of the six (6)
complete sets of preliminary plans and specifications for the Additional Work or
portions thereof, as aforesaid, Landlord shall, within ten (10) business days
after Landlord's receipt of said preliminary plans and specifications, notify
Tenant of Landlord's approval or disapproval of the matters shown on the plans
and specifications which are Additional Work Material Alterations, as such term
is hereinafter defined (such approval to be granted or withheld on the basis set
forth in Section 32.06(g) hereof). In the event that, after Landlord's receipt
of the six (6) complete sets of preliminary plans and specifications and the
foregoing transmittal letter, Landlord fails to notify Tenant of Landlord's
approval or disapproval of the Additional Work Material Alterations shown on the
applicable preliminary plans and specifications within such period of ten (10)
business days, the applicable preliminary plans and specifications shall be
deemed approved by Landlord (subject to Landlord's approval of final plans and
specifications, as provided in Section 32.06(c) hereof). In the event Landlord
timely notifies Tenant of its disapproval of the Additional Work Material
Alterations shown on the said preliminary plans and specifications, then Tenant
may, (i) at its cost, cause its architect to revise the preliminary plans and
specifications and (ii) resubmit the revised preliminary plans and
specifications for Landlord's approval. The procedure with respect to each
submission by Tenant of revised preliminary plans and specifications and
Landlord's rights of approval thereto shall be made on, and be governed by, the
same basis as set forth in the preceding sentences of this Section 32.06(a) (1)
dealing with the initial submission of the preliminary plans and specifications.

                  (2) Tenant shall submit to Landlord the preliminary plans and
specifications and the working plans and specifications as follows: (i) the
plans and specifications for each of the two (2) floors to be used initially by
Tenant as trading floors shall each be submitted separately, and (ii) the plans
and specifications for the balance of the demised premises shall be delivered in
not more than four (4) separate groups.

            (b) For the purposes of this Section 32.06, preliminary plans and
specifications or working plans and specifications, as the case may be, shall
not be deemed transmitted to Landlord until six (6) complete copies of the same
together with copies of the applicable transmittal letter and/or notice, as the
case may be, have been delivered as required


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<PAGE>

hereunder, to Metropolitan Life Insurance Company, One Madison Avenue, New York,
New York 10010, Attention: Kevin Wenzel, AIA, Managing Architect, and with
copies of the applicable transmittal letter and/or notice, as the case may be,
have been delivered as required hereunder to the parties set forth in this Lease
as the parties to whom notices to Landlord must be delivered.

            (c) Prior to undertaking any portion of the Additional Work for
which the portion of the working plans and specifications constituting
Additional Work Material Alterations have not heretofore been approved or deemed
approved by Landlord, Tenant, at its sole cost and expense, shall cause to be
prepared and delivered to Landlord six (6) complete sets of working plans and
specifications for the Additional Work (or portions thereof, subject to the
provisions of Section 36.02 (a) (2) hereof), which plans and specifications
shall be prepared by an architect licensed in the State of New York and, if
preliminary plans with respect to such portion of the Additional Work has been
previously approved by Landlord, shall be in conformity with the preliminary
plans and specifications (or highlighting those sections, if any, which are not
in conformity), and the letter transmitting such working plans and
specifications to Landlord must specifically contain a statement in block
capital letters that Landlord must approve or disapprove to the portions of such
plans and specifications consisting of Additional Work Material Alterations
within ten (10) business days and that if Landlord fails to approve or
disapprove the same with such objections within such period of time, the working
plans and specifications so submitted by Tenant shall be deemed approved.
Provided Landlord has received the foregoing transmittal letter with the
delivery of the six (6) complete sets of working plans and specifications for
the Additional Work or portions thereof, as aforesaid, Landlord shall, within
ten (10) business days after Landlord's receipt of said working plans and
specifications, notify Tenant of Landlord's approval or disapproval of the
matters shown on the working plans and specifications which are Additional Work
Material Alterations (which approval shall be granted or withheld on the basis
set forth in Section 32.06(g) hereof). In the event that, after Landlord's
receipt of the six (6) complete sets of working plans and specifications and the
foregoing transmittal letter, Landlord fails to notify Tenant of Landlord's
approval or disapproval with respect to the Additional Work Material Alterations
shown on the applicable working plans and specifications within such period of
ten (10) business days, the applicable working plans and specifications shall be
deemed approved by Landlord. In the event Landlord timely notifies Tenant of its
disapproval of the Additional Work Material Alterations shown on the said
working plans and specifications, then Tenant may, at its expense, cause said
working plans and specifications to be revised and resubmit such revised working
plans and specifications for Landlord's approval. The procedure


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<PAGE>

with respect to each submission by Tenant of revised working plans and
specifications and Landlord's rights of approval thereto shall be made on, and
be governed by, the same basis as set forth in the preceding sentences of this
Section 32.06(c) dealing with the initial submission of the working plans and
specifications. When Landlord shall approve the Additional Work Material
Alterations shown on the working drawings and specifications or revised working
drawings and specifications, as the case may be, Landlord shall cause the plans
and specifications to be initialled on behalf of Landlord, thereby evidencing
the approval thereof by Landlord, and shall return one (1) set so initialled to
Tenant; provided, however, that the failure by Landlord to so initial the
approved plans and specifications shall not affect the rights of Tenant to
perform the applicable portions of the Additional Work.

            (d) To the extent required by the New York State Office of Parks,
Recreation and Historic Preservation and/or the Department of the Interior's
National Park Service, Landlord may condition its approval on the approval by
any preliminary, working or final plans and specifications of the ICIP (as such
term is hereinafter defined), the Federal Historic Rehabilitation Tax Credit
Program, and the New York State Office of Parks, Recreation and Historic
Preservation.

            (e) For purposes hereof, preliminary plans and specifications shall
include, at a minimum, a description of the scope of work, together with floor
plans, reflected ceiling plans, elevations, sections and renderings or schedules
indicating materials and finishes (to the extent the same constitutes Additional
Work Material Alterations) and all drawings, specifications, descriptions and
data necessary to illustrate the design, character and (to the extent the same
constitutes Additional Work Material Alterations) finishing of the Additional
Work completed to a level of detail that is customary and appropriate for that
phase of design or development. For purposes hereof, working plans and
specifications shall include, at a minimum, a complete set of architectural
drawings, details and specifications setting forth all materials and work
required to finish the Additional Work including, without limitation, any
modification of the existing components of the Building including, without
limitation, all Base Building Upgrade Work necessary to illustrate all work
required to finish the Additional Work including, without limitation: floor
plans indicating partition locations and types, raised flooring layouts, door
locations, sizes and types; architectural details and specifications; structural
drawings and specifications; mechanical, electrical and plumbing drawings and
specifications; life safety drawings and specifications; hardware schedules and
reflected ceiling plans. Such working plans shall not be required to detail
decorative effects (unless the same


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<PAGE>

constitute Additional Work Material Alterations), furniture or office equipment.
Upon completion of the Additional Work, Tenant shall deliver to Landlord two (2)
complete sets (mylar and computer digitized in AutoCADD Version 12, or the then
current digitized system used by Landlord, provided such then current system is
then generally accepted in the real estate industry of New York City) of final
as-built plans or as-built plans or final construction plans with field notes
marked for the Additional Work.

            (f) For purposes hereof, portions of the Additional Work or the
applicable portion thereof shall be deemed to be "Additional Work Material
Alterations" if either such Additional Work or the construction thereof:

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

                  (ii) will affect the outside appearance of the Building, be
visible from the ground anywhere outside the Building, or be visible in the
Building outside of the demised premises; or

                  (iii) will (y) affect the HVAC, electrical, fire protection,
plumbing, mechanical, life safety or elevator systems of the Building other than
the distribution portions of those systems exclusively serving, and which effect
is confined to, the demised premises (for the consequences of which effect on
the demised premises Landlord shall have no responsibility hereunder) or (z)
increase Landlord's costs of providing Building services unless Tenant expressly
agrees in writing to reimburse Landlord for such increases in costs on such
basis as shall be reasonably acceptable to Landlord and Tenant;

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

                  (v) will involve the use of the Building fire exits and
stairwells for ingress and egress to the demised premises; or


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                  (vi) are located in the lobby, any common areas of the
Building, or anywhere else outside of the demised premises.

            (g) Any consent which Landlord may give with respect to any
Additional Work Material Alterations may be withheld in Landlord's sole
discretion, except that Landlord must be reasonable in its determination with
respect to whether to grant its consent to any Additional Work Material
Alterations or the construction thereof which would affect the HVAC, electrical,
fire protection, plumbing, mechanical, life safety or elevator systems of the
Building (other than the distribution portions of such systems located within
the demised premises) notwithstanding that such are characterized as Additional
Work Material Alterations pursuant to Section 32.06(f) (iii) hereof, it being
understood and agreed that it shall be deemed reasonable for Landlord to
withhold its consent on the advice of its reputable engineer or architect. In
addition, Landlord agrees that it shall not unreasonably withhold its approval
to any working plans and specifications to the extent the same are shown on, or
are reasonably within the immediate scope of the work shown on, the preliminary
plans and specifications approved or deemed approved by Landlord pursuant
hereto. Any withholding of Landlord's consent in circumstances where Landlord
has agreed to be reasonable shall include a written explanation of the grounds
therefor in reasonable detail which specifically references the specific aspects
of Tenant's plans and specifications which are unacceptable.

      32.07. In connection with the performance of the Additional Work, in the
event of any inconsistency between the provisions of this Article 32 and the
provisions of Article 3 hereof, the provisions of this Article 32 shall control.

                                  ARTICLE 33.

                             INTENTIONALLY DELETED

                                  ARTICLE 34.

                          OPTION FOR ADDITIONAL SPACE

      34.01. Provided that Tenant is Meeting the Threshold Level at the time of
the exercise of the within option and at the time of the Rent Commencement Date
for the Option Space, as such term is hereinafter defined, Tenant shall have the
option to include in the premises demised under this Lease the portion of the
eighth (8th) floor of the Building shown by hatching on Exhibit L annexed hereto
and made a part hereof (the "Option


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<PAGE>

Space") being the entire rentable area of the eighth (8th) floor of the Building
less such portion thereof shown by crosshatching on Exhibit L annexed hereto
(the "Eighth Floor Access Space") as Landlord shall require in order to have
complete access and entry for it, its Affiliates and its and their officers,
employees, agents, contractors (and the employees of such agents and
contractors), guests and invitees (collectively, the "Permitted Parties") from
the bridge (the "Pedestrian Bridge") connecting One Madison Avenue, New York,
New York and the Building over, through and across the Eighth Floor Access
Space. Landlord reserves an easement through the Option Space for emergency
egress for the Permitted Parties, and may install a door or doors only for such
emergency egress into the Option Space, which doors shall be tied into, or
connected with, the Building's Class E life safety system through Tenant's
security system. Landlord also reserves an easement for the installation and
maintenance of conduits, to be installed by Landlord above the dropped ceiling
of the Option Space prior to the delivery by Landlord to Tenant of the Option
Space, and Landlord shall be entitled to access, at all reasonable times and
when necessary in an emergency, to the Option Space in order to gain access to
such conduits at all times. Landlord shall use its reasonable efforts to
minimize interference with the operation of Tenant's business at all times
during such access. In order to exercise the option on the Option Space, Tenant
must give Landlord written notice of the exercise of said option at least twelve
(12) months prior to the date upon which Tenant would like to have the Option
Space included in the demise of this Lease, which inclusion date may be at any
time Tenant elects in such notice, provided the inclusion date is expressly set
forth in such notice and further provided that the inclusion date is between
January 1, 2000 and December 31, 2002. Landlord shall deliver the Option Space
to Tenant vacant and in its then "as is" condition as of the date of such
delivery (damage by fire or other casualty which Tenant is not obligated to
restore under this Lease excluded and except that Landlord shall perform the
Access Work (hereinafter defined), which delivery shall (subject to Landlord's
ability to gain such possession of said space (and Landlord shall use reasonable
efforts to regain possession of such space, including commencement and
prosecution of holdover proceedings, as necessary) and the terms and conditions
of Article 25 of this Lease) be made by Landlord to Tenant no (y) later than the
date that is eighteen (18) months subsequent to the inclusion date elected by
Tenant in its notice to Landlord or (z) earlier than the inclusion date elected
by Tenant in its notice to Landlord. The "Access Work" shall consist of the
installation of Building standard fire rated walls to separate the Option Space
from the Eighth Floor Access Space, and the installation of a fire door
connecting the Eighth Floor Access Space and the Option Space. The Rent
Commencement Date for the Option Space shall be the date Landlord delivers
vacant possession of said space to Tenant.


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<PAGE>

Effective as of the Rent Commencement Date for the Option Space, said space
shall (automatically and without the necessity of the execution of any further
documentation but Landlord, at its option, may require Tenant to enter into a
written memorialization thereof) be included in the demise of this Lease on the
following terms and conditions:

            (a) Basic annual rent for the Option Space shall be initially
determined by multiplying (y) the number of rentable square feet contained in
the Option Space (based on Exhibit G) times (z) the per square foot basic annual
rent payable on the Pedestal Space as of the Rent Commencement Date for the
Option Space. In other words, basic annual rent for the Option Space shall be
initially determined by dividing (i) the basic annual rent payable on the
Pedestal Space (as of the Rent Commencement Date for the Option Space) by (ii)
the number of rentable square feet of Pedestal Space (based on Exhibit G) as of
said date and then multiplying that quotient (expressed in dollars) by the
number of rentable square feet contained in the Option Space (based on Exhibit
G), the product of which multiplication shall be expressed in dollars and which
basic annual rent shall increase by Three and no/100 ($3.00) Dollars per
rentable square foot of Option Space (based on Exhibit G) per year on the first
day of each of Lease Years 6, 11 and 16;

            (b) Subject to the provisions of Section 28.08 hereof, Tenant's
Proportionate Share shall be increased by the quotient (expressed in a
percentage) obtained by dividing the number of rentable square feet contained in
the Option Space (based on Exhibit G), by 2,184,552 rentable square feet based
on Exhibit G hereof, and Tenant's Operating Proportionate Share shall be
increased by the quotient (expressed as a percentage) obtained by dividing the
number of rentable square feet contained in the Option Space (based on Exhibit
G), by 2,125,395 rentable square feet based on Exhibit G hereof; and

            (c) Tenant shall not be entitled to any construction or other
allowance or concession or any free rent period, but Tenant shall, promptly
subsequent to its acceptance of possession of the Option Space and commencement
of the payment of the basic annual rent thereon, be given a cash payment by
Landlord equal to the Differential. In the event that the 8th floor space was
being used by Landlord or any of its Affiliates at the time of Tenant's exercise
of its option on the Option Space, then the Differential shall be reduced by the
aggregate amount of the actual costs and expenses incurred or expended by
Landlord or any of its Affiliates in relocating the furniture, equipment,
personalty and other movable installations of Landlord and/or its Affiliates
from the 8th floor to any one or more locations in the States of New York,
Connecticut or New Jersey,


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<PAGE>

which relocation costs and expenses shall be limited to the costs and expenses
of disconnecting, disassembling, packing and moving said items from the Building
and the costs and expenses of moving said items to their new locations, the
costs and expenses of unpacking and, where necessary, the costs and expenses of
reassembly, reconnection and reinstallation. Promptly after the commencement of
the term of this Lease in respect of the Option Space, Tenant shall connect the
Option Space into Tenant's Systems (including, without limitation, electricity
and air-conditioning systems) and Landlord shall, on the basis provided in
Article 27, cause the elevator bank "G" to service the Option Space and no other
non-Dedicated Elevator shall thereafter service the Option Space.

      34.02. Landlord has informed Tenant that Landlord currently intends to
install in the Eighth Floor Access Space a staircase from the Eighth Floor
Access Space to the ninth (9th) floor of the Building, and an elevator from the
Eighth Floor Access Space to the ninth (9th) floor of the Building. If Landlord
shall install such elevator, Landlord shall require the installation of a shaft
from the floor through the ceiling of the seventh (7th) floor of the Building.
Such shaft shall be in the location designated on Exhibit L-1 annexed hereto and
made a part hereof, or in such other location reasonably mutually agreeable to
Landlord and Tenant. In no event shall such shaftway be larger than ten (10)
feet by ten (10) feet on the floor of the seventh (7th) floor of the Building.
Tenant shall permit Landlord access to the seventh (7th) floor of the Building
on an after Business Hours basis as is necessary or reasonably desirable for the
construction of the shaft and the commencement of the installation of the
elevator. Landlord agrees to use its diligent efforts to minimize inconvenience
and interruption to Tenant's business in connection with the construction of the
foregoing. From and after the date of the commencement of the installation of
such shaft, the basic annual rent, Tenant's Proportionate Share and Tenant's
Operating Proportionate Share shall be reduced based upon floor area of the
seventh (7th) floor of the Building taken by such shaft, and such area shall
thereafter no longer be deemed to be a part of the demised premises.

                                  ARTICLE 35.

                                NAME OF BUILDING

      35.01. Landlord shall, except as provided otherwise in Section 35.02
hereof, have the full right at any time to name and change the name of the
Building and to change the designated address of the Building, it being
understood that, subsequent to the expiration of the third lease year, if Tenant
has not there-


                                      119
<PAGE>

tofore requested the Building be named as provided in Section 35.02 hereof or
if, at any time, Tenant is not then Meeting the Threshold Level, Tenant's right
to name the Building shall be terminated and forever be fully extinguished, and
the Building may be named by Landlord after any person, firm, or otherwise,
whether or not such name is, or resembles, the name of a tenant of the Building,
provided, however, that if Landlord names the Building in the name of a tenant
of the Building (other than Tenant), such other tenant must then be leasing
(directly or under subleases) at least five hundred thousand (500,000) square
feet of space in the Building.

      35.02. Subject to compliance with all Legal Requirements and requirements
of any governmental or quasi-governmental authority, Landlord agrees that, at
Tenant's request, the Building will, if and for as long as Tenant shall be
Meeting the Threshold Level, be named the "CS First Boston Building" the "Credit
Suisse Building" or the "First Boston Building", provided such (i) request by
Tenant to name the Building is made by Tenant prior to the expiration of the
third (3rd) Lease Year and (ii) naming would not jeopardize or risk or cause the
loss of the Building's status as a landmark qualifying the Building for
Rehabilitation Tax Credits and eligibility for abatement, deferral and/or
reduction of taxes under the ICIP Law. Nothing contained in this Article 35 or
anywhere else in this Lease shall prevent or preclude Landlord from marketing
the Building as the "11 Madison Avenue Building" or some other derivative making
use of 11 Madison Avenue as the address of the Building.

                                  ARTICLE 36.

                          INVALIDITY OF ANY PROVISION

      36.01. If any term, covenant, condition or provision of this Lease or the
application thereof to any circumstance or to any person, firm or corporation
shall be held invalid or unenforceable to any extent, the remaining terms,
covenants, conditions or provisions of this Lease, or the application thereof to
any circumstances or to any person, firm or corporation other than those as to
which any term, covenant, condition or provision is held invalid or
unenforceable, shall not be affected thereby and each remaining term, covenant,
condition and provision of this Lease shall be valid and shall be enforceable to
the fullest extent permitted by law.


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<PAGE>

                                  ARTICLE 37.

                                    CAPTIONS

      37.01. 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 or
the intent of any provision thereof.

                                  ARTICLE 38.

                              ESTOPPEL CERTIFICATE

      38.01. Landlord and Tenant shall, without charge, at any time and from
time to time, within ten (10) business days after request by the other party,
deliver a written instrument to the requesting party or any other person, firm
or corporation specified by the requesting party, duly executed and
acknowledged, certifying, as applicable:

                  (a) that this Lease is unmodified and in full force and effect
            or, if there has been any modification, that the same is in full
            force and effect as modified and stating any such modification;

                  (b) whether or not, to the knowledge of the certifying party,
            there are then existing any setoffs or defenses against the
            enforcement of any of the agreements, terms, provisions, covenants,
            or conditions of this Lease and any modification thereof upon the
            part of the certifying party to be performed or complied with, and,
            if so, specifying in reasonable detail the specific facts, aspects
            of, circumstances or basis of the same;

                  (c) the dates to which the basic annual rent, additional rent
            (including, without limitation, Special Additional Rent), and other
            charges hereunder have been paid; and

                  (d) whether the term of this Lease has commenced and rent
            become payable thereunder, and whether Tenant has accepted
            possession of the demised premises.

If Tenant should fail to deliver the requested estoppel certificate within the
foregoing ten (10) business day period, Landlord may serve a second notice on
Tenant specifying that Tenant's failure to deliver the same within ten (10)
business days of Tenant's receipt of that notice shall, at Landlord's option,
be, and be deemed, an Event of Default under this Lease and any failure by
Tenant to deliver the same within such ten


                                      121
<PAGE>

(10) business day period shall, at Landlord's option, be deemed to be an Event
of Default hereunder.

      38.02. Tenant agrees that it will pay no rent under this Lease more than
one (1) month in advance of its due date.

                                  ARTICLE 39.

                                MORTGAGE RIGHTS

      39.01. Tenant agrees that in the event of any act or omission by Landlord
which would give Tenant the right under this Lease to terminate this Lease or to
claim a partial or total eviction, Tenant shall not exercise such right (i)
until Tenant has given written notice of such act or omission to the holder of
the Mortgages, overleases and ground leases whose name and address has been
supplied to Tenant and which continue in existence and (ii) until a period of
thirty (30) days beyond the time available to Landlord under this Lease in which
to cure the breach or default by Landlord has elapsed. The holder of any
Mortgage, overlease and ground lease shall have no obligation to cure (and shall
have no liability or obligation for not curing) any breach or default or default
by Landlord, except to the extent that any such holder agrees to undertake
otherwise in writing. In addition, as to any breach or default by Landlord the
cure of which requires possession and control of the Building, provided only
that the holder of such Mortgage, overlease or ground lease undertakes to Tenant
by written notice to Tenant within thirty (30) days after receipt of Tenant's
notice to exercise reasonable efforts to cure or cause to be cured by a receiver
such breach or default within the period permitted by this paragraph, such
holder's cure period shall continue for such additional time as may reasonably
be required to either (a) obtain possession and control of the Building and
thereafter cure the breach or default with reasonable diligence and continuity
or (b) obtain the appointment of a receiver and give such receiver a reasonable
period of time in which to cure the default.

      39.02. The provisions of Section 39.01 hereof shall be subject to the
provisions of any subordination, non-disturbance and attornment agreement which
may be entered into, and the provisions of such agreement shall prevail in the
event of any conflict.


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                                  ARTICLE 40.

                                     BROKER

      40.01. Landlord and Tenant represent and warrant to each other that each
has not dealt with any agents or brokers in connection with this Lease and/or
the demised premises and/or the Building except Edward S. Gordon Company, Inc.
("ESG"), whose compensation, commissions and fees, if any, Tenant agrees to pay,
and Cushman & Wakefield, Inc. ("C&W"), whose compensation, commissions and fees,
if any, Landlord agrees to pay, and that this Lease was not brought about or
procured through the use, negotiation and/or instrumentality of any other agent
or broker. Landlord and Tenant each covenant and agree to pay, indemnify and
hold the other harmless from and against any and all claims for fees,
commissions and other compensation made by any other agent or agents based on
any dealings between Landlord or Tenant and to which the applicable party is
indemnifying the other, as the case may be, together with all costs and expenses
incurred by Landlord or Tenant in resisting such claims (including, without
limitation, reasonable attorneys' fees). The obligations of Landlord and Tenant
under this Article 40 shall survive the expiration or termination of this Lease.

                                  ARTICLE 41.

                                RENEWAL OPTIONS

      41.01. (a) Provided no Monetary Default then exists and Tenant is not
otherwise in default hereunder (subsequent to any required notice and the
expiration of any cure period) at the time of the exercise of the within
applicable option and Tenant, as of each of the date that Tenant exercises the
option and the commencement date of the extension term, occupies at least two
hundred thousand (200,000) rentable square feet of the Tower Space (including
any space which Tenant would be occupying but for (x) the untenantability
thereof or (y) the then actual performance therein of Improvements for Tenant's
own use), Tenant shall have the right to extend the term of this Lease as it
relates to the Tower Space through the expiration date of the Lease as it
relates to the Pedestal Space (i.e., through the twentieth (20th) Lease Year so
that the term of the Lease as it relates to the Tower Space shall be coterminous
with the initial term of this Lease on the Pedestal Space), which extension
period is hereinafter referred to as the "Tower Space Extension Term". In
connection with Tenant's exercise of its option to extend as provided in this
Section 41.01, Tenant shall have the right to extend the term of this Lease on
all of the Tower Space demised under this Lease as of the exercise of its option
or less than all such space provided (a) such lesser amount (i) contains at


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least 200,000 rentable square feet of space, (ii) consists of entire floors of
contiguous space (except that the lowest floor of the contiguous space may, at
Tenant's option, be a half floor so long as such half floor is located in the
easterly half of the Building) and (iii) consists of the highest floors demised
to Tenant as of Tenant's exercise of said option and (b) Tenant specifies in its
notice of the exercise of the option the space on which it is exercising said
option. The within described option shall be exercisable only in the following
manner:

            (b) Tenant shall, no earlier than thirty-six (36) months, nor later
than twenty-four (24) months, prior to the expiration date of the initial term
of this Lease of the Tower Space, give to Landlord written notice, pursuant to
and in accordance with the terms of Article 26 hereof, of Tenant's election to
extend this Lease on the terms, covenants, terms, provisions, agreements and
conditions as hereinafter provided in Sections 41.02 and 41.03. In the event of
the failure of Tenant to give notice in accordance herewith, Tenant's right to
extend shall be conclusively deemed to have been waived and the term of this
Lease as it relates to the Tower Space shall not be extended beyond the then
established expiration date provided for under this Lease. At the request of
either party following the exercise of the option to extend on the Tower Space,
both parties agree to execute a confirmatory agreement confirming the extension
and the newly extended expiration date. Following the exercise of the option to
extend for the Tower Space Extension Term, there shall be no further rights on
the part of Tenant to further extend this Lease of the Tower Space other than as
provided in Section 41.04. The parties agree that the time and limitations upon
the exercise by Tenant of the option to extend and the option on the Option
Space shall be deemed of the essence.

      41.02. The Tower Space Extension Term shall be on the same covenants,
terms, provisions, agreements, and conditions as the initial term of this Lease
on said space (other than provisions relating to the performance of Landlord's
Work, the Additional Work and provisions relating to Tenant's right to occupy
the demised premises free of rent or additional rent and be without any
construction allowances or credits) except that there shall be no right to renew
this Lease of said space other than as is provided in Section 41.04, and the
basic annual rent for the Tower Space on which the Tower Space Extension Term
was exercised shall, for each of the (i) first five (5) Lease Years of the Tower
Space Extension Term, be the product (expressed in dollars) obtained by (a)
multiplying the number of rentable square feet of Tower Space (based on Exhibit
G) as to which the Tower Space Extension Term was exercised times (b) $15.32 and
(ii) last five (5) Lease Years of the Tower Space Extension Term, be the product
(expressed in dollars) obtained by (a) multiplying


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the number of rentable square feet of Tower Space (based on Exhibit G) as to
which the Tower Space Extension Term was exercised times (b) $18.32.

      41.03. Notwithstanding anything to the contrary contained anywhere in this
Lease, in the event Tenant exercises the option for the Tower Space Extension
Term on less than all of the Tower Space (the space on which the Tower Space
Extension Term is not exercised is hereinafter referred to as the "Unexercised
Tower Space") or Tenant does not exercise the option for the Tower Space
Extension Term, (i) Tenant, at its sole cost and expense and prior to the
expiration of the tenth (10th) Lease Year, shall arrange for disconnection of
the air conditioning and electrical systems that are part of Tenant's Systems
servicing the Tower Space from those portions of Tenant's Systems servicing the
Pedestal and Concourse Space (the connection of such systems to the Building's
air conditioning and electrical systems shall be arranged and paid for by
Landlord), (ii) the HVAC equipment, including, without limitation, chiller Unit
II (as the same is identified on the Drawings and Specifications), the chilled
water and condenser water units and risers, and electrical equipment that were
part of Tenant's Systems serving the Tower Space and those portions of the
Mechanical Space or other areas of the demised premises in which said equipment
is located (and appropriate access thereto) shall, without cost or charge to
Landlord, be turned over in "as is" condition (as the same is identified on the
Drawings and Specifications) (except that chiller Unit II shall be delivered in
a condition ready and capable to perform at specifications not less than those
set forth in Section 27.04(g) hereof) to, and be deemed under the exclusive
ownership and control of, Landlord as of the last day of the tenth (10th) Lease
Year, who shall be entitled to use such equipment, systems and space to service
the Tower Space and such portions of the Building as Landlord shall, from time
to time, elect, (iii) the electrical capacity that had previously been used by
Tenant, and allocated to the Tower Space (y) for operation of the systems to be
turned over to Landlord and (z) to furnish light and power to the Unexercised
Tower Space shall be similarly turned over by Tenant, at Tenant's sole cost and
expense, to Landlord, (iv) Tenant's right to the exclusive use and demise of the
elevator lobby on the first floor serving the Tower Space shall cease and
terminate as of the expiration of the tenth (10th) Lease Year and Tenant shall
(if it is still entitled to the use and location of a security desk in the
lobby) modify or remove Tenant's Security Desks, as said term is hereinafter
defined, and modify Tenant's other security arrangements in such manner as shall
be reasonably acceptable to Landlord so that Landlord, Landlord's Affiliates and
the tenants or occupants of the Unexercised Tower Space and its and their
contractors, agents, customers, guests, invitees, officers and employees (and
the employees and officers of such agents and contractors) shall


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have appropriate access across the lobby and to the elevators in the elevator
bank servicing the demised premises and (v) the basic annual rent shall be
reduced to reflect the elimination of the portion of the Mechanical Space
attributable to the operation of the chiller and related systems turned over to
Landlord. In the event Tenant exercises the option for the Tower Space Extension
on less than all of the Tower Space, then (1) Landlord shall, commencing on the
commencement of the Tower Space Extension Term and Tenant's compliance with
clauses (i) through (iii) of this Section 41.03, furnish to the Tower Space on
which the Tower Space Extension Term was so exercised, the air-conditioning and
ventilation services referred to in Article 27 of this Lease on the basis and to
the extent therein provided and (2) Operating Expenses shall, commencing with
the date Landlord commences providing the services described in clause (2) of
this sentence, also include Landlord's cost of furnishing such services to
Tenant and/or the other tenants or occupants of the Building and the cost of
maintaining and repairing (including deferred maintenance) the Building Systems
furnishing such services to Tenant and/or the other tenants or occupants of the
Building. As used herein, the term "Tenant's Systems" means all plants,
machinery, equipment, trade fixtures and personal property which becomes part of
the real property by incorporation therein, including, but not limited to, any
ventilating and air conditioning systems, communications and telecommunications
apparatus, electrical equipment and all equipment and materials and any
ancillary cabling and wiring used in connection therewith or necessary for the
use thereof, designed or used exclusively for Tenant's sole use or for systems
owned by Tenant or systems dedicated to Tenant's sole and exclusive use or which
Tenant has a right, under this Lease, to operate.

      41.04. (a) Provided that (i) no Monetary Default exists at the time of the
exercise of the within option, (ii) Tenant is not otherwise in default hereunder
(subsequent to any required notice and the expiration of any applicable cure
period) at the time of the exercise of the within applicable options, and (iii)
Tenant, as of the date it exercises the applicable option, is Meeting the
Threshold Level, Tenant shall have the right to extend the term of this Lease
for three (3) successive extension periods of five (5) years each (hereinafter
referred to individually as an "Extension Term" and collectively as the
"Extension Terms"), the first of which periods (hereinafter referred to as the
"First Extension Term") shall commence on the day following the last day of the
initial lease term (provided the initial lease term shall not have been
theretofore terminated), the second of which periods (hereinafter referred to as
the "Second Extension Term") shall commence on the day following the last day of
the First Extension Term (provided the First Extension Term shall not have been
theretofore terminated) and the third of which periods (hereinafter referred to
as the


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"Third Extension Term") shall commence on the day following the last day of the
Second Extension Term (provided the Second Extension Term shall not have been
theretofore terminated). In connection with Tenant's exercise of its option to
extend as provided in this Section 41.04, Tenant shall have the right to extend
the term of this Lease on all of the then demised premises demised under this
Lease as of the exercise of its option or less than all such space provided (A)
such lesser amount (i) contains at least 200,000 rentable square feet of space,
(ii) consists of entire floors of contiguous space in each block of space,
Pedestal, Tower and Concourse (except that the lowest floor of the block of
Tower Space, the highest floor of the block of Pedestal Space and the lowest or
highest floor of the block of Concourse Space, may, at Tenant's option, each be
a half floor so long as each such half floor is located in the easterly half of
the Building), (iii) consists of no more than one (1) block each of (x) Tower
Space, (y) Pedestal Space and/or (z) Concourse Space, (iv) in the case of the
Tower Space, must be the highest floors in the Tower Space then demised to
Tenant and (v) in the case of the Pedestal Space, must be the lowest floors in
the Pedestal Space then demised to Tenant, and (B) Tenant specifies in its
notice of the exercise of the option, the space on which it is exercising said
option. The within described option shall be exercisable only in the following
manner:

            (b) Tenant shall, no later than twenty-four (24) months, prior to
the last day of the (i) initial term of this Lease, in the case of the First
Extension Term, (ii) First Extension Term, in the case of the Second Extension
Term and (iii) Second Extension Term, in the case of the Third Extension Term,
give to Landlord written notice, pursuant to and in accordance with the terms of
Article 26 hereof, of Tenant's election to extend this Lease on the covenants,
terms, provisions, agreements and conditions as hereinafter provided in Section
41.05. In the event of the failure of Tenant to give notice in accordance
herewith, Tenant's right to extend shall be conclusively deemed to have been
waived and the term shall not be extended beyond the then established expiration
date provided for under this Lease. At the request of either party following the
exercise of an appropriate option to extend, both parties agree to execute a
confirmatory agreement confirming the extension and the newly extended
expiration date. Following the exercise of the option to extend for the First
Extension Term, there shall be no further rights on the part of Tenant to
further extend this Lease other than for the Second Extension Term and Third
Extension Term. Following the exercise of the option to extend for the Second
Extension Term, there shall be no further rights on the part of Tenant to
further extend this Lease other than for the Third Extension Term. Following the
exercise of the option to extend for the Third Extension Term, there shall be no
further right on the part of Tenant to further extend this Lease. The


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Unexercised Space shall be similarly turned over by Tenant, at Tenant's sole
cost and expense, to Landlord, (iv) Tenant's right to the exclusive use and
demise of any elevator lobby on the first floor serving the Unexercised Space
shall, if not theretofore terminated, cease and terminate as of the expiration
of the then term of this Lease and Tenant shall (if it is still entitled to the
use and location of a security desk in the lobby) modify or remove Tenant's
Security Desks and repair the damage caused thereby, and modify Tenant's other
security arrangements in such manner as shall be reasonably acceptable to
Landlord so that Landlord and the tenants or occupants of the Unexercised Space
and its and their contractors, agents, customers, guests, invitees, officers and
employees shall have appropriate access across the lobby and to the elevators in
the elevator banks servicing the demised premises and (v) its basic annual rent
shall be reduced to reflect the elimination of the portion of the Mechanical
Space attributable to the operation of the chiller and related systems turned
over to Landlord. In the event Tenant exercises an option for an Extension Term
on less than all of the space then demised to Tenant, then Landlord shall, to
the extent it is not then supplying HVAC services to said space and commencing
on the commencement of the said Extension Term and Tenant's compliance with
clauses (i) through (iv) of this Section 41.05, furnish to the portions of the
demised premises on which the applicable Extension Term was so exercised, the
air-conditioning services referred to in Article 27 on the basis and to the
extent therein provided.

            (c) Notwithstanding anything hereinbefore contained to the contrary,
Tenant's right to operate and control those portions of Tenant's Systems
servicing the Pedestal Space and Concourse Space shall, at Landlord's option,
cease and discontinue on the same basis and in the same manner as is provided in
Section 27.04(f) and Section 41.05(b) of this Lease upon the earlier of (i) the
expiration of the initial term of this Lease on said space or (ii) the date
Tenant ceases operation of a so-called "trading operation" in the Pedestal
Space.

      41.06. Notwithstanding anything hereinbefore contained to the contrary,
"fair market basic annual rent" shall be determined in accordance with the
procedures set forth in Article 42 and shall mean the basic annual rental that a
tenant would pay for the direct initial (i.e., non-renewal) lease of the
premises that is the subject of such a determination under this Article 41 (the
"Applicable Premises"), taking into account (and disregarding, as applicable)
the factors described in this Section 41.06 and Section 41.07 hereof, and
assuming, subject to this Section 41.06 and Sections 41.07 and 42.01 hereof,
that the Applicable Premises were being hypothetically rented on the open market
to a third party in its then "as is" condition (i.e., without any further


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Landlord's work, rent concessions or construction or other allowance) on a
direct basis.

      41.07. Each appraiser selected by Landlord or Tenant and any referee
selected pursuant to Section 42.02 of this Lease are hereby directed to include
the following (as well as any other factors either of such appraisers or the
referee deems relevant) criteria in their respective determinations of fair
market basic annual rent: (i) the unique physical characteristics of the
Building (other than those installed by or on behalf of, or paid for, by
Tenant), (ii) the amount of power available to the Building and to Tenant, (iii)
the signage and name of the Building, (iv) the size and ceiling heights of the
trading floors, (v) the then "as is" condition of the Applicable Premises, (vi)
the size of the Building and Applicable Premises, (vii) access, location and all
other factors unique to the Building and (viii) the services to be provided by
Landlord to Tenant and the costs thereof and those services which Tenant
provides for itself, as well as those items that Tenant is, by the terms of this
Lease, required to pay directly to the provider of such services or to reimburse
Landlord, including, without limitation, Taxes and Operating Expenses. In no
event, however, shall any appraiser selected by Landlord or Tenant, or any
referee selected pursuant to Section 42.02 of this Lease, consider or make any
increase or decrease in the fair market basic annual rent for the Applicable
Premises in connection with any of the following factors which shall be
disregarded: (1) the additional value of the Applicable Premises, if any, based
on special quality of Tenant's Work and Tenant's Property in the Applicable
Premises, or any decrease in value as a result of the age or obsolescence of the
foregoing items or the wear and tear thereon or (2) the fact that Tenant is an
existing tenant then in occupancy exercising a right of extension rather than
considering the basis of the transaction to be a new transaction between a new
landlord and a new tenant.

                                  ARTICLE 42.

                      COMPUTATION OF BASIC ACTUAL RENT FOR
                      EXTENSION TERMS AND FOR OPTION SPACE

      42.01. In the event Tenant exercises (i) any or all of the extension
options set forth in Section 41.04, then the fair market basic annual rent for
the applicable Extension Term shall be determined as of the first day of the
applicable Extension Term (each of which shall be referred to as a "Computation
Date"). In this regard, no earlier than one hundred eighty (180) days and no
later than ninety (90) days prior to each Computation Date, which ninety (90)
day period is hereinafter referred to as an "Exchange Period", Landlord and
Tenant will each submit to the


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other a statement of their respective determinations of the fair market basic
annual rent for the demised premises as of the relevant Computation Date for the
applicable Extension Term (hereinafter individually referred to as the
"Computation Period" and collectively as the "Computation Periods"), which
statements shall show how their respective determinations were derived. Each
party's determination of the fair market basic annual rent shall give due
consideration to the rent and additional rent (adjusted by all rent and
construction allowances, concessions and credits) then being charged by owners
(including Landlord) of First-Class Office Buildings.

      42.02. In the event that after the exchange of the statements as above
provided, the parties hereto are unable to agree upon the fair market basic
annual rent as of the applicable Computation Date for the applicable Computation
Period, the parties shall (within fifteen (15) days after the last of the
statements were exchanged, but in no event more than fifteen (15) days
subsequent to the expiration of the applicable Exchange Period) meet and attempt
to agree on the fair market basic annual rent as of the applicable Computation
Date for the applicable Computation Period. If the parties hereto cannot (within
ten (10) days of their first meeting, but in no event later than thirty (30)
days subsequent to the expiration of the applicable Exchange Period) agree on
the fair market basic annual rent as of the applicable Computation Date for the
applicable Computation Period, they shall attempt to agree on a referee to
determine the matter. The referee must be either a SREA or MAI of the Appraisal
Institute with at least ten (10) years of commercial leasing experience for
major office buildings in the County of New York, New York. If the parties
hereto cannot agree on the appointment of a referee within forty-five (45) days
subsequent to the expiration of the applicable Exchange Period, either party may
request the President of The Real Estate Board of New York, Inc. to appoint a
referee meeting the foregoing requirements. If the President of The Real Estate
Board of New York, Inc. shall refuse to appoint such referee or if The Real
Estate Board of New York, Inc. shall then no longer be in existence, either
party hereto on behalf of both, may apply to the Supreme Court in the County of
New York for the appointment of such referee, and the other party shall not
raise any question as to the Court's full power and jurisdiction to entertain
the application and make such appointment. The referee's sole discretion in
determining the matter shall be limited to selecting one of the fair market
basic annual rent valuations originally submitted by the parties hereto during
the applicable Exchange Period. In other words, the referee cannot submit an
independent valuation of his own but must determine the matter solely on which
fair market basic annual rent valuation submitted by each of the parties hereto
during the applicable Exchange Period more closely conforms with his valuation
of the fair market basic annual rent for the


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applicable Computation Period. The referee's decision, determined as provided in
this Article 42, shall be conclusive and binding on the parties, shall
constitute an "award" by the referee within the meaning of the American
Arbitration Association rules and applicable laws and judgments may be entered
and enforced thereon upon the application of either party to the Supreme Court
of the County of New York. Each party shall pay its own fees and expenses
relating to the engagement of its respective appraisers, counsels and experts,
and each party shall pay one-half (1/2) of the fees and expenses of the referee
and, if applicable, the fees and expenses of The Real Estate Board of New York,
Inc. in appointing the referee and the fees and expenses involved should either
party make application for an order of judgment for or by the Supreme Court of
the Court of New York in connection with the referee's award.

      42.03. In the event the computation of the fair market basic annual rent
under this Article 42 is not determined until after the applicable Computation
Date, Tenant shall continue paying the basic annual rent and additional rent
that had been payable in the last Lease Year prior to the applicable Computation
Date, and at such time as the basic annual rent is determined, (1) the basic
annual rent shall be retroactively adjusted to the applicable Computation Date,
(ii) the parties shall (within ten (10) days of written demand made by one on
the other for a reconciliation of the basic annual rent paid by Tenant for the
period commencing on the applicable Computation Date through the date preceding
the date Tenant commences the payment of the basic annual rent in the recomputed
amount, the "Interim Period") reconcile the amount paid by Tenant for the
Interim Period, and if Tenant shall have overpaid for the Interim Period,
Landlord shall credit the overage to the next payment of basic annual rent
payable under this Lease (provided that if such overpayment exceeds one (1)
month's payment of basic annual rent as so recomputed, Landlord shall, within
five (5) business days after such reconciliation, pay to Tenant the amount of
such overage), and if Tenant shall have underpaid such amount, Tenant shall
immediately pay the deficiency to Landlord and (iii) commencing on the first day
of the month following the month in which the reconciliation referred to in the
preceding clause (ii) of this Section 42.03 was made, Tenant shall start making
monthly installments of basic annual rent in the recomputed amount.


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                                  ARTICLE 43.

                              RIGHT OF FIRST OFFER

      43.01. Subject to the provisions of Section 43.06, provided no Monetary
Default then exists and Tenant shall (i) itself not through any person claiming
by, through or under Tenant, but including a permitted successor or permitted
assign) and its Controlled Affiliates, be Meeting the Threshold Level (including
any space which Tenant would be occupying but for (A) the untenantability
thereof or (B) the then actual performance therein of improvements for Tenant's
or such Controlled Affiliates' own use) and (ii) not otherwise be in default
under this Lease (subsequent to any required notice and the expiration of any
cure period), then, if at any time and from time to time Landlord shall desire
to lease any space ("Offer Space") which is Initially Occupied Space
(hereinafter defined), Landlord shall give a notice ("Offer Space Notice") to
Tenant of Landlord's desire to lease the Offer Space, which Offer Space Notice
shall be deemed an offer to Tenant to lease the Offer Space to Tenant. The term
"Initially Occupied Space" shall mean any office space in the Building which has
at any time subsequent to the earliest Commencement Date been actually occupied
by any tenant, Landlord or an Affiliate of Landlord for the conduct of business.

      43.02. The Offer Space Notice shall set forth the following: (i) the basic
annual rental ("Offer Space Rental") and the amount and/or terms of any work
letter, tenant allowance, rent concession and/or takeover/takeback obligations
and other terms then commonly considered as "monetary obligations" or "monetary
terms" (as distinguished from "non-monetary obligations" or "non-monetary
terms") which Landlord is then considering for the lease of the Offer Space;
(ii) the estimated date on which Landlord anticipates that the Offer Space shall
become vacant and/or available for possession ("Offer Space Effective Date");
(iii) the term (and renewal and/or extension options) of the proposed lease;
(iv) the tax and operating share percentages (and any base years with respect
thereto); (v) Landlord's calculation of the rentable square footage of the Offer
Space (which calculation shall be consistent with the calculation of the
rentable square footage provided for in Exhibit G hereof); (vi) a scaled floor
plan of the Offer Space and (vii) the date(s) for the commencement and
expiration of such occupancy or use. The factors referred to in the foregoing
clauses (i) through (vii) inclusive are hereinafter referred to as the "Rent
Factors").

      43.03. Tenant shall have thirty (30) days following Landlord's giving of
the Offer Space Notice to deliver to Landlord notice (the "Election to Lease
Notice") of Tenant's


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desire to exercise its right under this Article 43 (the "Right of First Offer")
to lease from Landlord the Offer Space for the Offer Space Rental and, subject
to Section 43.04(a), the other terms and conditions required to be set forth in
the Offer Space Notice. The failure or refusal of Tenant for any reason
whatsoever to deliver to Landlord the Election to Lease Notice in the time and
manner herein prescribed shall, subject to Section 43.05 below, be deemed an
irrevocable waiver of Tenant's Right of First Offer as to the particular
transaction and to any future lease and offer to lease the Offer Space in
question, whereupon Tenant's Right of First Offer with respect to such Offer
Space shall lapse and be of no further force or effect unless thereafter
Landlord desires to lease such Offer Space together with any other Offer Space,
in which case the Right of First Offer shall be deemed in effect with respect to
such other transaction, notwithstanding that the Offer Space as to which the
Right of First Offer had theretofore been deemed waived comprises a portion of
the new space.

      43.04. (a) If Tenant shall timely and in the manner herein prescribed
deliver its Election to Lease Notice, the parties hereto shall, at Landlord's
request, either enter a new lease for such space or enter into a modification of
this Lease incorporating such space into this Lease, on the terms and conditions
specified in Landlord's offer (except that, if applicable, Tenant shall not be
required to pay any rent thereunder attributable to Taxes in a manner different
from that provided in this Lease, and the rent provisions shall be appropriately
redefined to reflect the same), and, to the extent feasible, Tenant shall, to
the extent Tenant is still entitled to, and does, operate Tenant's Systems, have
the right (but not the obligation), at Tenant's sole cost and expense, to
connect the Offer Space to Tenant's Systems.

            (b) Landlord's estimate of the Offer Space Effective Date as set
forth in the Offer Space Notice shall not be binding upon Landlord. If Landlord
is unable to deliver vacant possession of the Offer Space to Tenant for any
reason on or prior to such date, Landlord shall use reasonable efforts to
deliver vacant possession of the Offer Space to Tenant as soon thereafter as
possible, including the institution and prosecution of holdover or other
appropriate actions or proceedings against any tenant(s) of the Offer Space. The
Offer Space Effective Date shall then be the later of thirty (30) days after
Landlord gives Tenant notice of the date on which vacant possession is to be
delivered to Tenant and the date on which Landlord is able to so deliver vacant
possession and Landlord shall not be subject to any liability and this Lease
shall not be impaired under such circumstances, provided that Landlord shall
have made reasonable efforts to timely deliver vacant possession of the Offer
Space as aforesaid. For purposes of the preceding sentence, the prompt


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and diligent prosecution of appropriate holdover proceedings to obtain such
vacant possession shall be deemed to constitute reasonable efforts. Nothing in
this Article 43 is intended to or shall be deemed to obligate Landlord to pay
any consideration to obtain vacant possession of the Offer Space, and Landlord's
unwillingness to do so shall not be considered a failure to exercise reasonable
diligence. Tenant hereby waives any right to rescind this Lease or the new lease
for the Offer Space under the provisions of Section 223(a) of the Real Property
Law of the State of New York, and agrees that the provisions of this Article 43
are intended to constitute "an express provision to the contrary" within the
meaning of said Section 223(a).

            (c) Notwithstanding the foregoing, if Landlord is unable to deliver
vacant possession of the Offer Space to Tenant for any reason on or prior to the
date (the "Outside Date") that is two hundred seventy (270) days subsequent to
the date Landlord estimated as the Offer Space Effective Date in the Offer Space
Notice, Tenant, at its option and upon written notice to Landlord, may (i) cause
the cancellation of the inclusion of the Offer Space in the demised premises by
notice to Landlord given at any time within ninety (90) days subsequent to the
Outside Date unless possession of the Offer Space is delivered prior to
Landlord's receipt of Tenant's notice or (ii) extend the Outside Date to the
date set forth in Tenant's notice provided such date is no more than one hundred
eighty (180) days subsequent to the Outside Date. Landlord will give Tenant a
non-binding thirty (30) day advance notice that the Offer Space will be
available for delivery of vacant possession. If Landlord believes in good faith
that Landlord will not obtain vacant possession of the Offer Space on or prior
to the Outside Date (as such date may be extended pursuant to clause (ii) of
this Section 43.04(c)), Landlord will give notice thereof to Tenant together
with Landlord's reasonable estimate of the date that it anticipates Landlord can
deliver the Offer Space to Tenant, who shall have thirty (30) days thereafter as
Tenant's sole right in such circumstances to advise Landlord that Tenant elects
either to cancel this Lease with respect to the Offer Space or to extend the
Outside Date to the date set forth in Landlord's notice. If Tenant extends the
Outside Date, Landlord shall exercise and continue to exercise reasonable
diligence to obtain such vacant possession. This procedure shall be repeated
until either Landlord delivers the Offer Space or Tenant elects to cancel the
inclusion of the Offer Space, as aforesaid.

      43.05. (a) If with respect to Offer Space described in any Offer Space
Notice Tenant shall notify Landlord of Tenant's waiving its Right of First
Offer, or if Tenant shall not timely and in the manner prescribed exercise its
Right of First Offer, then the following shall apply:


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                  (i) Landlord shall have a period of three hundred sixty-five
(365) days from the expiration of the thirty (30) day period referred to in
Section 43.03 to execute Landlord's proposed new lease ("Proposed New Lease")
for the Offer Space, on such terms and conditions as Landlord in its sole and
absolute discretion deems in Landlord's best interest free of and without being
subject to Tenant's Right of First Offer; provided that (A) the Rent Factors of
the Proposed New Lease shall in the aggregate equal (in then current value) at
least ninety-five (95%) percent of the then aggregate current value of the Rent
Factors set forth in the Offer Space Notice (projecting taxes and operating
expenses each to increase at a compounded rate of five (5%) percent per annum)
and/or (B) the term of the Proposed New Lease (taking into account any
renewal(s) and/or extension(s)) shall not be shorter or longer by more than
eighteen (18) months (taking into account any renewal(s) and/or extension(s))
than the term set forth in the Offer Space Notice.

                  (ii) If a Proposed New Lease for the Offer Space is not
executed within the said 365-day period, then Tenant's Right of First Offer with
respect to the Offer Space in question shall be deemed revived and reinstated
with respect to any subsequent desire of Landlord to lease the Offer Space
subsequent to said 365-day period, but in no event shall be deemed to revive the
terms set forth in the Offer Space Notice.

            (b) Notwithstanding the foregoing, if Landlord shall submit a new
Offer Space Notice to Tenant within the 365-day period, then the provisions of
subparagraph (a) above shall be deemed to apply to the terms and conditions of
the new Offer Space Notice, including the Rent Factors set forth in the new
Offer Space Notice, and the terms of this subparagraph (b) shall be applicable
to the most recent Offer Space Notice which Landlord has given.

            (c) The fact that Landlord and Tenant may, or in fact do, enter into
negotiations after the thirty (30) day period set forth in Section 43.03 above
shall not affect the validity or enforceability of the waiver of Tenant's Right
of First Offer.

            (d) If, during the 365-day period referred to in subparagraph (a)
(i) above of this Section 43.05, Landlord shall receive an offer for Offer Space
for which Landlord has previously submitted an Offer Space Notice to Tenant and
which Landlord desires to accept, and (A) the Rent Factors set forth in such
offer (the "Proposed Rental") are in the aggregate less (in then current value)
than ninety-five (95%) percent of the then aggregate current value of the Rent
Factors in the Offer Space Notice (projecting taxes and operating expenses each
to increase at a compounded rate of five (5%) percent per annum) and/or (B) the
term of the Proposed New Lease (taking into account any


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renewal(s) and/or extension(s) shall be shorter or longer by more than eighteen
(18) months (taking into account any renewal(s) and/or extension(s)) than the
Term of this Lease with respect to such Offer Space set forth in the Offer Space
Notice, then:

                  (i) Landlord shall submit to Tenant an amended Offer Space
Notice (the "Amended Offer Space Notice") with respect to such Offer Space,
setting forth the information required to be contained in an Offer Space Notice;
and

                  (ii) Tenant shall have ten (10) business days following
Landlord's giving of the Amended Offer Space Notice to deliver to Landlord an
Election to Lease Notice with respect to such Offer Space as if such Amended
Offer Space Notice was an original Offer Space Notice. In the event of a failure
or refusal of Tenant for any reason whatsoever to deliver to Landlord said
Election to Lease Notice in response to such Amended Space Notice in the time
and manner herein prescribed, the provisions of Sections 43.03 and 43.05(a) of
this Article shall apply, as though and with the same effect as if Tenant had
initially failed or refused to deliver its Election to Lease Notice in response
to such Amended Offer Space Notice. In the event Tenant shall timely and in the
manner prescribed deliver its Election to Lease Notice in response to such
Amended Offer Space Notice, the provisions of Section 43.04 shall apply, as
though and with the same effect as if Tenant had initially duly delivered its
Election to Lease Notice with respect to such Offer Space on the terms of the
Amended Offer Space Notice.

            (e) The Right of First Offer herein set forth is available only to
and for initial actual occupancy only by the originally named Tenant (i.e., CS
First Boston Corporation) and its permitted successors and assigns under Article
10 of this Lease, and reference in this Article 43 to "Tenant" shall mean, and
the rights accorded in this Article 43 shall be available to, only CS First
Boston Corporation and such permitted successors and permitted assigns, and to
no other person, party or entity whatsoever, including any licensee or subtenant
of CS First Boston Corporation and such permitted successors and permitted
assigns except that occupancy of said space may include Tenant's Controlled
Affiliates.

      43.06. Tenant's Right of First Offer shall not apply to any lease or
demise, however characterized, or Landlord's desire to effectuate same, of any
space in the Building to or in connection with any of the following:

            (a) as long as Metropolitan Life Insurance Company or a successor
thereto by merger, sale or acquisition or any Affiliate of Metropolitan Life
Insurance Company or its successor by merger, sale or acquisition shall own the
Building,


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to Metropolitan Life Insurance Company or a successor thereto by merger, sale or
acquisition or any Affiliate of Metropolitan Life Insurance Company or its
successor by merger, sale or acquisition;

            (b) the renewal, extension or replacement of any lease or entering
into a new lease with any tenant or occupant or their affiliates under lease
for, or any occupant of, any space in the Building with respect to the space
demised under said lease or the space so occupied;

            (c) any subleasing under or assignment of any lease for space in the
Building;

            (d) a recapture, assignment or subletting to Landlord or any
affiliate or nominee of Landlord pursuant to the exercise of such rights by
Landlord in any lease, but Tenant's Right of First Offer shall apply to the
subsequent leasing or subleasing of such space or any assignment of the lease
thereof to others by Landlord, or any Affiliate, other than to other Affiliates
of Landlord, and are not otherwise exempt under the provisions of this Section
43.06;

            (e) any space which may comprise all or any part of the Option Space
set forth in Article 34 to the extent that the Offer Space Effective Date for
the same is on or subsequent to the earlier of (A) the expiration of Tenant's
right to elect to include such space in the demise of this Lease pursuant to
said Article 34 or (B) Landlord's receipt of the notice of Tenant's election to
include the Option Space in the demise of this Lease pursuant to said Article
34; or

            (f) any portion of the demised premises (i) on which the term of
this Lease had theretofore expired or had theretofore been earlier terminated or
(ii) which had been theretofore surrendered to, or had been theretofore
recaptured by, Landlord.

      43.07. Tenant and Landlord, respectively, shall indemnify, defend and hold
harmless the other from any claims for any brokerage commissions or real estate
consultant fees and all costs, expenses and liabilities in connection therewith,
including attorneys' fees and expenses, arising out of any conversations or
negotiations had by Tenant or Landlord, as the case may be, with any broker or
real estate consultant (other than C&W or ESG) and anyone claiming by, through
or under any broker or real estate consultant (other than C&W or ESG) in
connection with the granting of the Right of First Offer, the exercise thereof
and consummation of the transaction(s) contemplated thereby. The commissions or
fees of C&W, if any, shall be paid by Landlord, and the commissions or fees of
ESG, if


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any, shall be paid by Tenant, in each event pursuant to separate agreements.

                                  ARTICLE 44.

                                 MISCELLANEOUS

      44.01. Tenant shall, at its sole cost and expense or included as part of
the cost of Additional Work if such work is undertaken as part of the
Additional Work, have the right to erect (x) two (2) security desks ("Tenant's
Security Desks") in the lobby at such locations as Landlord shall designate,
which Tenant Security Desks shall, or may, be in addition to the Security Desk
for the Building and (y) a tenant identification sign and/or logo (the
specifications for which are listed on Exhibit O attached hereto and made a part
hereof) on each of the Security Desks, provided Tenant, at its sole cost and
expense or included as part of the cost of Additional Work if such work is
undertaken as part of the Additional Work, obtains and maintains all municipal
or governmental permits, approvals and consents for such signage. The plans and
specifications for the design, size, materials and all other aspects of the
security desk shall be subject to Landlord's prior written approval, which
approval shall not be unreasonably withheld or delayed if (i) such desks are, in
the sole discretionary opinion of Landlord and its architects, of a size, style
and character in keeping with the design of the lobby of the Building, (ii) the
same does not detract from the character, appearance or dignity of the Building
as a First-Class Office Building and (iii) the same conform to all requirements
relative to obtaining Federal Rehabilitation Tax Credits (unless Landlord has
elected not to attempt to obtain such credits). Landlord agrees that Tenant may
include in Landlord's Request for Recognition of the Building as a Certified
Rehabilitation, which Landlord shall, within a reasonable period of time, submit
to the State of New York Historical Preservation Office and the Department of
the Interior's National Parks Department, such design and location of Tenant's
Security Desks as Tenant may elect, without Landlord's consent, provided,
however, that the foregoing shall not be deemed to be a consent by Landlord to
such design or location of Tenant's Security Desks. Landlord hereby grants to
Tenant an exclusive license revocable only as expressly provided in this Lease
to use and enjoy the Security Desks without any imposition or charge other than
as is expressly provided for in this Lease except that, in all events, Tenant
shall be responsible for the cleaning and maintenance of said areas and for the
costs of all utilities consumed in or on such areas. Landlord, at Tenant's
expense and upon request of Tenant, shall join in any applications, permits,
approvals or certificates required to be obtained by Tenant in connection with
the foregoing and shall otherwise reasonably


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cooperate with Tenant in connection therewith, but in no event shall Landlord be
required or obligated to execute any application, permit, approval or other
certificate that is not factually correct or that would impose any liability on
Landlord for performance, inadequate performance, non-performance or failure to
perform unless Tenant agrees to fully indemnify Landlord in respect thereof. If
Tenant's Security Desks are erected, Tenant shall have the right, at its sole
cost and expense, to maintain and, where necessary, make replacements to,
Tenant's Security Desks. Except as otherwise expressly provided in this Lease,
the cost of manning, maintenance, repair and replacement of Tenant's Security
Desks shall be borne solely by Tenant, who shall be responsible for all costs
and expenses, including, without limitation, those costs and expenses related to
any personnel employed in connection therewith. Notwithstanding the foregoing,
Tenant's rights under this Section 44.01 are subject to revocation or
modification on the basis provided in Section 41.03 of this Lease, and in all
events, such rights shall terminate and be forever fully extinguished if, and at
such time as, Tenant shall no longer be entitled to exclusive use of the
passenger elevators included in the definition of Dedicated Elevators serving
the Pedestal Space (excluding freight elevators). In addition, if Tenant shall
no longer have exclusive use of the elevators included in the definition of
Dedicated Elevators serving a particular elevator bank, or if Tenant shall no
longer have exclusive use of elevator banks "E", "F", or "G", Landlord, at its
option, may, at Tenant's sole cost and expense, subject to and in accordance
with the provisions of Section 41.03 hereof, (i) remove or relocate any Tenant
security desk serving such elevator bank or elevators so as to prevent any
impediment to the future access by tenants and visitors of the Building to such
elevator bank and (ii) restore any damage caused by such removal or relocation.
Except as expressly set forth in Article 35 and 44 hereof, Tenant shall have no
right to affix or place any signage or sign on any portion of the Building other
than for the interior portions of the demised premises not visible from any
point outside of the interior of the demised premises.

      44.02. Tenant may, subject to, and in compliance with, the terms of the
Plans for the Additional Work, install and operate, at Tenant's sole cost and
expense, on all or any portion of the demised premises, security measures
relating to the Dedicated Elevators and elevator entrances servicing only the
demised premises. Tenant shall be entitled to link any such measures by
electrical or mechanical means to such elevator systems and controls therefor,
provided that no such security measures or linkage shall adversely affect the
operation of any Building systems insofar as the same serves any areas of the
Building besides the demised premises, and no such measures or


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linkage shall diminish or impair the capacities of such elevator systems.

      44.03. (a) Subject to Tenant's compliance with the terms and provisions of
this Lease (including, without limitation, Article 32 of this Lease), Tenant
shall, pursuant to and in compliance with the Plans for the Additional Work or
other plans approved as provided in this Lease, have the right to erect (at the
locations shown on Exhibit A-2 hereof), operate, remove, repair, replace and
maintain the microwave and satellite communications equipment or antennae shown
on the Plans for the Additional Work or other plans approved as provided in this
Lease (the "Roof Communications Installation"), provided (i) Tenant promptly
repairs any damage to any property, including the Building and Building
equipment, caused by such installation, maintenance, operation, repair, removal
and replacement, (ii) Tenant removes such Roof Communications Installation
excluding any related conduit and cables that, as part of Landlord's approval of
the Plans for the Additional Work or other plans approved as provided in this
Lease, Landlord advised Tenant that Landlord would, at the expiration or earlier
termination of this Lease, require Tenant to remove and repair any resulting
damage to the Building and Building equipment at or prior to the expiration
date, and (iii) the installation and use of the Roof Communications Installation
would not (and does not) unreasonably interfere with use of the roof by Landlord
and such other parties as Landlord shall now or hereafter permit to use the
roof, subject to the provisions of Section 44.03(b) hereof, for other purposes,
including, without limitation, the installation and operation of microwave and
satellite communications equipment or antennae (the installation and operation
of which shall be covered by subsections (c) and (d) of this Section 44.03).
Tenant shall have the right, in common with others, of reasonable access to the
roof for the installation, operation, maintenance, repair, replacement and
removal of the Roof Communications Installation and related conduits and cables
and for the partial or complete replacement of the foregoing, subject to the
provisions of this Lease and to such other reasonable conditions imposed by
Landlord or such other occupants or tenants of the Building who may be adversely
affected thereby. Notwithstanding the foregoing, all roofing and waterproofing
related to the installation, repair, replacement and/or removal of the Roof
Communications Installation shall be performed by Landlord, and Tenant shall
reimburse Landlord for Landlord's Cost thereof. No Roof Communication
Installation may be visible from the ground unless such Roof Communication
Installation will not operate unless it is placed in a location where it will be
visible from the ground, in which event (provided the same will not jeopardize
or risk or cause loss of the Building's status as a "Certified Historic
Structure" for purposes of Rehabilitation Tax Credits and eligibility for
abatement, deferral and/or reduction of taxes


                                      141
<PAGE>

under ICIP Laws) it may be placed in a location on the roof of the Building,
mutually reasonably determined by Landlord and Tenant, which permits such Roof
Communication Installation to operate and minimizes its visibility from the
ground.

            (b) If Tenant shall install Roof Communications Installation on the
roof pursuant to the terms and conditions of this Section 44.03, Landlord shall
not install or operate or permit other tenants or persons to install or operate
antennae, communications dishes or other equipment on the roof which will
interfere with the use or operation (including the reception and transmission of
signals to and from the same) of the Roof Communications Installation.

            (c) Tenant shall not install or operate or permit anyone claiming
by, through or under Tenant to install or operate antennae, communications
dishes or other equipment on the roof which will unreasonably interfere with the
use or operation (including the reception and transmission of signals to and
from the same) of other antennae or communications dishes on the roof or other
roof installations of Landlord or others for similar purposes, but the proper
use of Tenant's Roof Communications Installation as shown on the Plans for the
Additional Work shall be deemed not to interfere with any of the aforesaid
installations installed after such initial Roof Communications Installation.

            (d) Landlord shall have the right, at Landlord's expense, on not
less than thirty (30) business days' prior written notice and otherwise at times
as may be mutually agreed (except in the event of emergency, in which event
without notice), to relocate all or any portion of Tenant's Roof Communications
Installation to another location on the roof of the Building. Except for
temporary interference as provided in the next sentence, such other location
shall be no less favorable for the reception and transmission of signals to and
from the Roof Communications Installation as the previous location. The
foregoing shall be acceptable provided Landlord does not, except on a temporary
basis and at times other than during Business Hours (except in the event of
emergency, in which event until such emergency no longer exists and at any
time), interfere with the reception of and/or transmission of signals
hereinabove referred to, and Tenant shall cooperate in all reasonable respects
with Landlord in any such relocation (but at no expense to Tenant), provided,
however, that if such relocation is necessitated by Legal Requirements the cost
thereof shall be borne by Tenant and Landlord shall only be required to make
reasonable efforts to select a location on the roof which will not interfere
with the reception of and/or transmission of signals hereinabove referred to.


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            (e) The Roof Communications Installation is for the sole use of
Tenant and its Controlled Affiliates and Affiliates in the conduct of their
respective businesses and for no other purpose or by any other parties. Tenant
shall not resell in any form the use, or rights to the use, of the Roof
Communications Installation, including the granting of any licensing or other
rights. Notwithstanding the foregoing, Tenant shall not use or permit the use of
the Roof Communications Installation by itself or any subtenant or other person
claiming by or through Tenant who or which is engaged directly or indirectly in
the business of telecommunications, unless solely as incidental to the use of
the demised premises as general and executive offices.

            (f) Except as otherwise expressly provided in Section 46.02 of this
Lease, Tenant hereby indemnifies and agrees to hold Landlord harmless from and
against any cost, expense, damage, obligation or liability to persons or
property that may now or hereafter be incurred, expended or suffered by Landlord
in any way arising from, occasioned by, or resulting from, Tenant's
installation, maintenance, replacement, repair, operation and/or use (or acts or
omissions in connection therewith) of the Roof Communications Installation and
all appurtenances thereto, including, without limitation, any damage resulting
from water seepage through the roof or walls of the Building.

            (g) The rights granted in this Section 44.03 are given in connection
with, and as part of the rights created under, this Lease and are not separately
transferable or assignable other than in connection with a permitted assignment
under this Lease.

            (h) For purposes of determining who may use the Roof Communications
Installation hereunder, references to Tenant in this Article 44 shall mean
Tenant and its permitted subtenants.

      44.04. Landlord will allow Tenant access to the Building on a twenty-four
(24) hour, three hundred sixty-five (365) day year basis with sufficient,
although reduced, lighting for the Common Areas, which reduction shall be
consistent with the operation of the Building as a First-Class Office Building.
Landlord will, at Tenant's written request, designate the loading dock
crosshatched in black on Exhibit P for the exclusive use of Tenant during such
period as Tenant shall be Meeting the Threshold Level, provided, however, that
Landlord may, at times of extraordinary demand for loading docks, on reasonable
advance notice to Tenant temporarily remove such designated bay from Tenant's
exclusive control. In addition to the exclusive use of one (1) bay on the basis
set forth in the preceding sentence, Landlord shall permit Tenant to reserve
time for the exclusive


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<PAGE>

use of the Building's loading docks and bays, it being understood and agreed
that if Landlord or any other occupant or tenant of the Building requires the
use of the loading docks or bays at the same time as Tenant, Landlord shall use
reasonable efforts to schedule the use of the loading docks and bays to
accommodate all requests but if such accommodation cannot be made, Landlord
reserves the right to schedule the use of the loading docks and bays in such
manner as Landlord, in its use of reasonable discretion, shall determine.
Notwithstanding anything contained in this Lease to the contrary, Tenant shall,
at its own cost and expense, be solely responsible for providing security in
connection with its use of the Building's loading docks, it being understood and
agreed that Tenant shall, at a minimum, always have a member of its security
staff present to monitor and supervise all loading and unloading of shipments
and deliveries to or from the demised premises and the moving of such shipments
and deliveries between the loading docks and the demised premises. Landlord
shall, throughout the term of this Lease, keep two (2) of the Building's loading
docks (or three (3) of the Building's loading docks, if Tenant is not entitled
to any exclusive loading dock at the Building) available on a non-exclusive
basis to Landlord and the tenants and occupants of the Building and such other
parties as Landlord shall deem appropriate for a First-Class Office Building,
and shall keep one (1) Building loading dock available for the Building's trash
compactor. When Tenant does not have exclusive loading dock, Landlord shall
provide non-exclusive "first come, first served" loading dock service during
such business hours as such service is customarily provided, and on a
reservation "first come, first served" basis at all other times and at
Landlord's Cost. No standing reservations for freight elevator service shall be
permitted. Tenant acknowledges and agrees that the Building loading docks may
only be used on business days between the hours of 7:00 A.M. to 7:00 P.M.,
unless a special permit is obtained from the applicable governmental
authorities, from time to time, permitting use during other hours for a limited
number of days. At Tenant's request made from time to time, and at Tenant's sole
cost and expense, Landlord shall request such special permit on behalf of
Tenant. Notwithstanding the foregoing, to the extent not prohibited by
restrictions, public or private, relative to the use of the loading docks of the
Building, Landlord agrees that it shall not unreasonably withhold or delay its
consent to Tenant's use of the loading docks at hours other than as specified
above.

      44.05. Provided that the placement, installation or affixation of the
following sign plaques will not jeopardize or risk or cause the loss of the
Building's status as a "Certified Historic Structure" the purposes of
Rehabilitation Tax Credits and eligibility for abatement, deferral and/or
reduction of taxes under the ICIP Laws, Landlord shall (subject to reimbursement
by


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<PAGE>

Tenant unless the same is included in Additional Work), install on the exterior
walls of the Building at each of the locations specified on Exhibit I annexed
hereto and made a part hereof (the "Exterior Sign Areas"), for so long as Tenant
meets the Threshold Level, a sign plaque with the name of Tenant and/or
identification symbol or logo of Tenant, the design, lettering, colors, material
composition and method of affixation to be selected by Tenant but approved by
Landlord, which approval shall not be unreasonably withheld or delayed, and the
size of which shall not be greater than the signs of Landlord currently in such
locations. Nothing contained in this Section 44.05 shall be deemed to restrict,
construe or limit retail signage in the Building or on the exterior of the
Building in any way whatsoever provided such signage is consistent with the
operation and character of the Building as a First-Class Office Building (except
that Landlord shall not permit any retail signage on the exterior of the
Building which identifies any retail stock broker which is a member of the New
York Stock Exchange or any other major stock exchange). In the event Landlord
(i) places a Building directory or tenant roster in the Building lobby, each
such directory or roster shall contain the words "The CS First Boston Building"
or the then current Building name at the top thereof, and the size of the
lettering of the name of the Building compared to the size of the lettering of
the name of each tenant or such directory or roster shall be appropriate in
keeping with the then practice of First-Class Office Buildings, and (ii) places,
or permits the placement of, any office tenant identification signs in the lobby
of the Building (other than any sign in or on any security desk of any other
occupant or tenant of the Building), the words "The CS First Boston Building" or
the then current Building name shall be at the top thereof, the size of the
lettering of the Building name compared to the size of the lettering of the name
of the tenant shall be appropriate in keeping with the practice of First-Class
Office Buildings, and the sizes and locations of such signs shall be appropriate
in keeping with the operation of a First-Class Office Building.

      44.06. Notwithstanding anything to the contrary contained in this Lease,
Landlord hereby excludes from the demise of this Lease, and expressly reserves
for itself, its officers, employees, agents, contractors, vendors, deliverers
and the employees of such agents, contractors, vendors and deliverers
(collectively, the "Reserved Parties") such access and entry to and from the
Building's freight elevators from, over, across and through the tunnel
identified on Exhibit J annexed hereto and made a part hereof connecting One
Madison Avenue and the Building as the Reserved Parties shall require.

      44.07. Notwithstanding anything to the contrary contained in this Lease,
each party hereby expressly waives and forever releases all claims against the
other party for consequential


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damages, compensation or claims for inconvenience or loss of business, rents or
profits.

                                  ARTICLE 45.

                          NOT AN EMPLOYEE BENEFIT PLAN

      45.01. Tenant hereby covenants, represents and warrants that: (1) Tenant
is not an employee benefit plan as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject
to Title I of ERISA, nor a plan as defined in Section 4975(e) (1) of the
Internal Revenue Code of 1986, as amended (each of the foregoing hereinafter
referred to collectively as a "Plan"), (2) Tenant is acting on its own behalf
pursuant to this Lease and not on behalf of, on account of, or for the benefit
of any Plan, (3) Tenant will not assign its interest under this Lease or sublet
all or any portion of the demised premises to a Plan or to an entity in which a
Plan owns either directly or indirectly an equity interest unless Tenant
delivers an opinion from counsel reasonably satisfactory to Landlord that such
assignment or subletting will not cause a violation of, or constitute a
"prohibited transaction" under, ERISA, (4) Tenant will not be reconstituted as a
Plan or as an entity whose assets constitute "plan assets" as defined in
Department of Labor Regulation Section 2510.3-101 and (5) Tenant is not an
entity whose assets constitute "plan assets" as defined in Department of Labor
Regulation Section 2510.3-101.

      45.02. Landlord represents and warrants that it is leasing the demised
premises on behalf of its general account which meets the requirements of the
Prohibited Transaction Class Exemption proposed on page 43,134 of Volume 59 of
the Federal Register.

                                  ARTICLE 46.

                                 IDA INDEMNITY

      46.01. Subject to Tenant's compliance with the terms and provisions of the
Condominiumization Agreement, Landlord and Tenant hereby acknowledge that
Landlord, at the request of Tenant, (i) will subject the Land and Building to
the Condominium and (ii) has agreed to enter into the Overlease with the IDA.
Tenant hereby further acknowledges that the Overlease shall require Landlord to
indemnify, defend and hold harmless the IDA (and the other parties collectively
referred to in Schedule I, attached hereto and made a part hereof, as the
"Indemnified Parties") on the basis and pursuant to the terms, provisions,
conditions and covenants of, an indemnity substantially in the


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<PAGE>

form of that set forth in said Schedule I and that, in order to induce Landlord
to enter into such Overlease and agree to indemnify the Indemnified Parties,
Tenant hereby agrees to indemnify Landlord, its successors and assigns, and to
hold Landlord, its successors and assigns, harmless and to defend Landlord, its
successors and assigns, against all damages, losses, costs and expenses
(collectively, "Losses") suffered, incurred or expended by Landlord, its
successors and assigns in connection with such indemnity actually given, or to
be actually given, if and to the extent required by the IDA pursuant to the
Condominiumization Agreement or any other document executed in connection
therewith or in furtherance thereof, to the Indemnified Parties as well as any
further or other indemnity that Landlord, its successors and assigns may, from
time to time, give, if and to the extent required by the IDA pursuant to the
Condominiumization Agreement or any other document executed in connection
therewith or in furtherance thereof, or be required to give, to all or any of
the Indemnified Parties (hereinafter collectively referred to as the
"Indemnity"), including, without limitation, those incurred or expended as a
result of, or in connection with, Landlord, its successors and assigns, or any
one or more or all of them being called upon to perform, or performed, in
connection with the Indemnity, and Tenant, at the request of Landlord, its
successors and assigns, shall in the first instance defend, protect and hold
harmless the Indemnified Parties and Landlord, its successors and assigns, from
each and every matter and item contained in the Indemnity.

      46.02. Notwithstanding anything to the contrary set forth in Section
46.01, Tenant shall not be required to so indemnify, defend or hold harmless
Landlord, its successors and assigns or the Indemnified Parties, for Losses
suffered, incurred or expended by Landlord and resulting from or in connection
with (i) the breach or default or non-compliance by Landlord under this Lease or
(ii) the wilful misconduct or gross negligence of Landlord or (iii) any claim
made in respect of events or actions outside the demised premises which are not
caused by Tenant, its contractors, agents, employees, subtenants, licensees,
invitees or visitors, except, in each case, to the extent the Losses would not
have been incurred had the Indemnity not been given by Landlord.

                                  ARTICLE 47.

                             SUCCESSORS AND ASSIGNS

      47.01. The covenants, terms, provisions and conditions contained in this
Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees,


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<PAGE>

executors, administrators, successors, and, except as otherwise provided in this
Lease, assigns.

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

                                    LANDLORD:

                                    METROPOLITAN LIFE INSURANCE COMPANY


                                    By: /s/ Dominick A. Prezzano
                                        ------------------------
                                          Dominick A. Prezzano,
                                          Senior Vice President

                                    TENANT:

                                    CS FIRST BOSTON CORPORATION


                                    By: /s/ Luther L. Terry, Jr.
                                        ------------------------
                                          Luther L. Terry, Jr.,
                                          Managing Director


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