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                                                                   Exhibit 10.46

                             FIFTH AMENDMENT LEASE

1.0   PARTIES

1.1   THIS AGREEMENT made the 1st day of May, 1994, by and between GROVE STREET
      ASSOCIATES OF JERSEY CITY LIMITED PARTNERSHIP ("Landlord") whose address
      is c/o Cali Associates, 11 Commerce Drive, Cranford, New Jersey 07016 and
      DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ("Tenant") whose
      address is 1 Pershing Plaza, Jersey City, New Jersey 07399.

2.0   STATEMENT OF FACTS

2.1   The parties have previously entered into a Lease, First Amendment of Lease
      and side letter agreement executed in connection therewith, all dated July
      1, 1987, a Side Letter Agreement dated June 19, 1989, a Second Amendment
      to Lease dated March 12, 1992, a Third Amendment to Lease dated December
      27, 1992, a Side Letter Agreement dated September 29, 1993 and a Fourth
      Amendment to Lease dated December 23, 1993 (collectively, the "Lease")
      applicable to 334,145 of gross rentable square feet of office space and
      13,741 rentable square feet of storage space (the "Premises") at 1
      Pershing Plaza, New Jersey ("Building").

2.2   Tenant wishes to lease, on a temporary basis, two (2) separate units of
      office space totalling 4,809 rentable square feet on the twelfth (12th)
      floor of the Building.

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

3.0   AGREEMENTS

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

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

3.2   Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
      two (2) separate units of office space totalling 4,809 rentable s.f.
      office space each in its "AS-IS" condition on the twelfth (12th) floor of
      the Building as shown shaded on the attached Exhibit A (collectively, the
      "Temporary Space").

3.3   The term applicable to the Temporary Space shall commence on May 1, 1994
      and shall expire on October 31, 1994 ("Temporary Space Term").

3.4   In addition to the fixed rent to be paid to Landlord by Tenant applicable
      to the Premises as set forth in the Lease, Tenant shall pay Landlord
      during the Temporary Space Term fixed rent applicable to the Temporary
      Space at the monthly rate of EIGHT THOUSAND FIFTEEN AND 00/100 DOLLARS
      ($8,015.00). The fixed rent is payable in advance, on the first day of
      each calendar month during the Temporary Space Term.

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

3.6   Tenant has fully inspected the Temporary Space, is satisfied with the
      condition thereof, and agrees to accept possession of the Temporary Space
      in its current "AS-IS" condition, subject to reasonable wear and tear and
      damage by fire or other cause.

3.7   a.    The cost of electric current which is supplied by Landlord for use
            by Tenant in the Temporary Space, other than for air conditioning
            purposes, shall be reimbursed to the Landlord at terms,
            classification and rates normally charged by the public utilities
            corporation serving that part of the municipality where the
            Temporary Premises are located.

      b.    Landlord shall, prior to the Commencement Date, estimate the
            electric power demand of the electric lighting fixtures and the
            electric equipment of Tenant to be used in the Temporary Space to
            determine the average monthly electric

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            consumption thereof. During the Temporary Space Term, Tenant shall
            pay to Landlord, in advance, on the first day of every month in
            conjunction with Tenant's monthly payments of fixed rent, the amount
            estimated by Landlord as Tenant's monthly consumption. Said amounts
            shall be treated as Additional Rent due hereunder. Proportionate
            sums shall be payable for periods of less than a full month if the
            term commences or ends on any other than the first or last day of
            the month. Within sixty (60) days of the commencement date hereof,
            Tenant agrees that Landlord's electrical engineering consultant
            shall make a survey of electric power demand of the electric
            lighting fixtures and the electric equipment of Tenant used in the
            Temporary Space to determine the average monthly electric
            consumption thereof, and the costs of said survey shall be borne by
            Tenant. The findings of said consultant as to the average monthly
            electric consumption of Tenant shall, unless objected to by Tenant
            within thirty (30) days, be conclusive and binding on Landlord and
            Tenant. After Landlord's consultant has submitted its report, Tenant
            shall pay to Landlord, within ten (10) days after demand therefor by
            Landlord, any underpayment (based on the monthly consumption found
            by such consultant as compared to Lessor's estimate) as owing from
            the Commencement Date, and the then expired months, to include the
            then current month and thereafter, on the first day of every month,
            in advance, the amount set forth as the monthly consumption in said
            report. Any overpayments make by Tenant shall be credited against
            the next electrical charges then payable to Lessor. If Tenant
            objects to Landlord's consultant's survey, Tenant shall nevertheless
            pay and continue to pay the amount determined by Landlord's
            consultant until the issue is finally resolved, but Tenant may, at
            its expense, seek the services of an independent electrical
            consultant who shall make a survey as provided above. If Landlord
            and Tenant's consultant cannot agree as to Tenant's consumption
            within thirty (30) days of Tenant's consultant's findings, either
            Landlord or Tenant may request the American Arbitration Association
            in Somerset, New Jersey to appoint an electrical engineering
            consultant whose decision shall be final and binding on Landlord and
            Tenant, and whose cost shall be shared equally. Upon the issue being
            finally resolved, any overpayment made by Tenant shall promptly be
            refunded by Landlord and any underpayment in Tenant's payments shall
            promptly be paid to Landlord.

3.8   Tenant may renew this Agreement on a month-to-month basis at the same
      fixed and additional monthly rent set forth in Paragraphs 3.4 and 3.7
      hereof commencing November 1, 1994 by giving Landlord written notice of
      such election by September 1, 1994. Thereafter, the leasing of the
      Temporary Space shall continue until terminated by Landlord or Tenant by
      one party giving the other party at least thirty (30) days prior to the
      intended date of termination, a written notice of intent to terminate such
      tenancy, which termination date must be as of the end of a calendar month.

3.9   Tenant's use and occupancy of the Temporary Space during the Temporary
      Space Term shall be governed by all terms and conditions of the Lease
      except where superseded by this Agreement or are inapplicable.

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

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

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

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

By: Grove Street Urban Renewal Corp.,
    General Partner


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

                                 TWELFTH FLOOR

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                                  NOT TO SCALE

                              [FLOOR PLAN OMITTED]