STANDARD  FORM OF OFFICE LEASE The Real Estate Board
                       of New York, Inc.

    2/94

    AGREEMENT  OF  LEASE,  made as of the 26th day of  September,  1997  between
    MIDTOWN REALTY COMPANY, L.L.C., a New York limited liability company, having
    an office at 1775 Broadway, New York, New York 10019 ("Owner".) and ALLSTATE
    FINANCIAL  CORPORATION,  a  Virginia  corporation,  (."Tenant"),  having its
    principal office at 2700 South Ouincy Street, Arlington, Virginia 22206.

                                     WITNESSETH

    Owner hereby  leases to Tenant and Tenant  hereby hires from Owner the space
    known as Suite 604  depicted  on  Exhibit A annexed  hereto  and made a part
    hereof  (the  Demised  premises)  located  on the sixth  (6th)  floor in the
    building (the  Building)  known as 1775  Broadway,  New York, New York for a
    term of four (4) years  commencing  on  November  1, 1997 (the  Commencement
    Date.) and ending on October 31, 2001 (the  Expiration  Dater) or until such
    term shall  sooner  cease and  expire as  hereinafter  provided,  both dates
    inclusive,  at an annual rental rate (hereinafter  sometimes  referred to as
    "Base  Rent.) of  $86,130.00  per annum from  December I . 1997  through and
    including the Expiration Date. which Tenant agrees to pay in lawful money of
    the United  States  which shall be legal  tender in payment of all debts and
    dues,  public  and  private,  at  the  time  of  payment  in  equal  monthly
    installments  in advance on the first day of each month  during said term at
    the office of Owner or such other place as Owner may designate,  without any
    set off or deduction  whatsoever except that: (i) Tenant shall pay $7,177.50
    on the execution  hereof which shall be applied  against the  installment of
    Base Rent due hereunder on December 1, 1997; and (ii) Tenant shall pay Owner
    an amount of $652.50 per month, as additional rent, for electricity supplied
    to the demised  premises  from the  Commencement  Date through and including
    November 30, 1997.

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

     Rent:  1. Tenant shall pay the rent as above and as  hereinafter  provided.
Occupancy:  2.  Tenant  shall use and occupy  the  demised  premises  solely for
executive  and  administrative  offices for Tenant's  factoring  and  commercial
lending business and for no other purpose.
     Tenant 3. Tenant  shall make no changes in or to the  Alterations:  demised
premises of any nature without  Owner's prior written consent l . Subject to the
prior written consent of Owner,  and to the provisions of this article,  Tenant,
at Tenant's
    expense,  may make  alterations,  installations,  additions or  improvements
    which  are  non-structural  and  which do not  affect  utility  services  or
    plumbing and electrical lines, in or to the interior of the demised premises
    by using  contractors or mechanics first approved in each instance by Owner.
    Tenant shall,  before making any  alterations  additions,  installations  or
    improvements, at its expense, obtain all permits, approvals and certificates
    required  by  any  governmental  or  quasi-governmental   bodies  and  (upon
    completion)  certificates  of  final  approval  thereof  and  shall  deliver
    promptly duplicates of all such permits, approvals and certificates to Owner
    and  Tenant  agrees  to carry  curd  will  cause  Tenant's  contractors  and
    sub-contractors  to carry such workman's  compensation,  general  liability,
    personal  and  property  damage  insurance  as  Owner  may  require.  If any
    mechanic's  lien is filed against the demised  premises,  or the building of
    which the same  forms A part,  for work  claimed  to have been done for,  or
    materials  furnished  to,  Tenant,  whether  or not  done  pursuant  to this
    article,  the  same  shall  be  discharged  by  Tenant  within  thirty  days
    thereafter,  at Tenant's expense,  by payment or filing the bond required by
    law.  All 2.  fixtures  and all  paneling,  partitions,  railings  and  like
    installations  installed in the premises at any time, either by Tenant or by
    Owner on Tenant's behalf,  shall, upon installation,  become the property of
    Owner and shall  remain upon and be  surrendered  with the demised  premises
    unless  Owner,  by notice to Tenant no later than  twenty  days prior to the
    date fixed as the  termination of this lease,  elects to relinquish  Owner's
    right  thereto and to have them  removed by Tenant,  in which event the same
    shall be removed from the premises by Tenant prior to the  expiration of the
    lease,  at Tenant's  expense.  Nothing in this Article shall be construed to
    give  Owner  title to or to  prevent  Tenant's  removal  of trade  fixtures,
    moveable office  furniture and equipment,  but upon removal of any such from
    the premises or upon removal of other








    installations as may be required by Owner,  Tenant shall  immediately and at
    its expense, repair and restore the premises to the condition existing prior
    to  installation  and  repair  any  damage to the  demised  premises  or the
    building  due to such  removal.  All  property  permitted  or required to be
    removed,  by Tenant at the end of the term  remaining in the premises  after
    Tenant's  removal  shall be deemed  abandoned  and may,  at the  election of
    Owner,  either be  retained as Owner's  property or may be removed  from the
    premises by Owner, at Tenant's expense.

    1

    Maintenance 4. Tenant shall, throughout the term of this lease,
    and take good care of the demised premises and the
Repairs: fixtures and appurtenances therein. Tenant shall be
    responsible for all damage or injury to the demised
    premises or any other part of the building and the systems and
    equipment thereof, whether requiring structural or nonstructural repairs
    caused by or resulting from carelessness. omission neglect or improper

    the demised  premises caused by the moving of Tenant's  fixtures,  furniture
    and equipment.  Tenant shall promptly make, at Tenant's expense, all repairs
    in and to the demised  premises for which Tenant is responsible,  using only
    the contractor for the trade or trades in question,  selected from a list of
    at least two" contractors for the trade or trades in question, selected from
    a list of at least tug contractors  per trade submitted by Owner.  Any other
    repairs in or to the  building or the  facilities  and  systems  thereof for
    which  Tenant is  responsible  shall be  performed  by Owner at the Tenant's
    expense.  Owner shall maintain in good working order and repair the exterior
    and the  structural  portions  of the  building,  including  the  structural
    portions of its demised  premises,  and the public  portions of the building
    interior  and the building  plumbing,  electrical,  heating and  ventilating
    systems (to the extent such  systems  presently  exist)  serving the demised
    premises.  Tenant agrees to give prompt notice of any defective condition in
    the premises for which Owner may be responsible hereunder. There shall be no
    allowance to Tenant for  diminution  of rental value and no liability on the
    part of Owner by reason of  inconvenience.  annoyance  or injury to business
    arising  from Owner or others  making  repairs,  alterations,  additions  or
    improvements in or to any portion of the building or the demised premises or
    in  and  to  the  fixtures,   appurtenances  or  equipment  thereof.  It  is
    specifically  agreed  that  Tenant  shall not be  entitled  to any setoff or
    reduction  of rent by reason  of any  failure  of Owner to  comply  with the
    covenants  of this or any other  article of this Lease.  Tenant  agrees that
    Tenant's sole remedy at law in such instance will be by way of an action for
    damages for breach of contract.  The  provisions of this Article ~ shall not
    apply in the case of fire or other  casualty which are dealt with in Article
    9 hereof.

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

    Requirements 6. Prior to the commencement of the lease term, if
    of Law, Tenant is then in possession, and at all times

    Fire Insurance, thereafter, Tenant, at Tenant's sole cost and expense, Floor
    Loads:  shall promptly  comply with all present and future laws,  orders and
    regulations  of  all  state,  federal,   municipal  and  local  governments,
    departments,  commissions and boards and any direction of any public officer
    pursuant to lab:,  and all  orders,  rules and  regulations  of the New York
    Board of Fire Underwriters,








    Insurance  Services  Office,  or any  similar  body which  shall  impose any
    violation,  order or duty upon Owner or Tenant  with  respect to the demised
    premises,  arising out of Tenant's use or manner of use thereof,  (including
    Tenant's permitted use) or, with respect to
     the  building  if  arising  out of  Tenant's  use or  manner  of use of the
premises or the building (including the use permitted under the lease).  Nothing
herein shall require Tenant to make  structural  repairs or  alterations  unless
Tenant has, by its manner of use of the demised  premises or method of operation
therein,  violated any such laws,  ordinances,  orders,  rules,  regulations  or
requirements with respect thereto. Tenant may, after securing Owner to
    Owner's   satisfaction  ad  damages.   interest.   penalties  and  expenses,
    including,  but not limited to, reasonable attorney's fees, by caste deposit
    or by surety  bond in an amount  and in a company  satisfactory  It"  Owner,
    contest and appeal any such laws, ordinances,  orders, rules, regulations or
    requirements  provided  same is done  with  all  reasonable  promptness  and
    provided such appeal shall not subject Owner to  prosecution  for a criminal
    offense or  constitute  a default  under any lease or  mortgage  under which
    Owner may be obligated,  or cause the demised premises or any pan thereof to
    be condemned  or vacated.  Tenant shall not do or permit any act or thing to
    be done in or to the  demised  premises  which is  contrary to law, or which
    will  invalidate  or be in  conflict  with public  liability,  fire or other
    policies  of  insurance  at any time  carried by or for the benefit of Owner
    with  respect to the demised  premises or the  building of which the demised
    premises  form a pan. or which shall or might subject Owner to any liability
    or  responsibility  to any person or for property  damage.  Tenant shall not
    keep anything in the demised  premises except as now or hereafter  permitted
    by the Fire Department.  Board of Fire  Underwriters,  Fire Insurance Rating
    Organization
   or other authority having jurisdiction. and then only in such manner and
   such quantity so as not to increase the rate for fire insurance applicable to
    the building, nor use the premises in a manner which will increase the
  insurance rate for the building or any property located therein over that 3.
 Tenant shall pay all costs, expenses.  fines,  penalties, or damages. which may
    be imposed  upon Owner by reason of I  Tenant's  failure to comply  with the
    provisions  of this  article  end if by  reason  of such  failure  the  fire
    insurance rate shall.
    be higher than it
    otherwise  would be, then Tenant shall  reimburse  Owner, as additional rent
    hereunder,  for that portion of all fire insurance premiums  thereafter paid
    by Owner which shall have been charged because of such failure by Tenant. In
    any action or proceeding wherein Owner and Tenant are parties, a schedule or
    "make-up"  of rate for the  building or demised  premises  issued by the New
    York Fire  Insurance  Exchange,  or other body making fire  insurance  rates
    applicable  to said  premises  shall be  conclusive  evidence  of the  facts
    therein  stated and of the several  items and charges in the fire  insurance
    rates then  applicable to said premises.  Tenant shall not place a load upon
    any floor of the demised  premises  exceeding the floor load per square foot
    area  which it was  designed  to carry and which is  allowed  by law.  Owner
    reserves  the  right to  prescribe  the  weight  and  position  of all safes
    business  machines and mechanical  equipment.  Such  installations  shall be
    placed  and  maintained  by  tenant,  at  Tenant's   expense,   in  settings
    sufficient, In Owner's judgement, to absorb and prevent vibration, noise and
    annoyance.

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

    Property Loss, Damage Reimbursement Indemnity: 8. Owner or its agents shall
    not be liable for any damage to property of Tenant or of others
    entrusted to employees of the building, Or for loss
    of or damage to any property of Tenant by theft or
    otherwise, nor for any injury or damage to persons
    or property resulting from any cause of whatsoever nature,  unless caused by
    or due to the negligence of Owner, to agents,  servants or employees.  Owner
    or its agents will not be liable for any such damage caused by other tenants
    or  persons  in,  upon or about said  building  or caused be  operations  in
    construction of any private,  public or quasi pubic work. If at any time any
    windows of the demised premises are temporarily  closed.  darkened or backed
    up (or  permanently  closed.  darkened or bricked up if required by law) for
    any reason whatsoever including.  but not limited to Owner's own acts, Owner
    shall not be liable for any damage  Tenant may  sustain  thereby  and Tenant
    shall  not be  entitled  to  any  compensation  tberefor  nor  abatement  or
    diminution  of rent nor shall the same release  Tenant from its  obligations
    hereunder  nor  constitute  an  eviction.  Tenant shall  indemnify  and save
    harmless  Owner  against  and  from  all  liabihues,  obligations,  damages,
    penalties,  claims,  costs  and  expenses  for  which  Owner  shall  not  be
    reimbursed  by  insurance,   including  reasonable  attorneys  fees,.  paid,
    suffered or incurred as a result of any breach by Tenant,  Tenant's  agents,
    contractors, employees, invitees, or licensees, of any covenant or condition
    of this lease, or the  carelessness,  negligence or improper  conduct of the
    Tenant.  Tenant's  agents,  contractors,  employees,  invitees or licensees.
    Tenant's  liability  under this lease extends to the acts and  ommissions of
    any sub-tenant, and any agent, contractor,  employee, invitee or licensee of
    any sub-tenant. In case any action or proceeding is brought against Owner by
    reason of any such claim.  Tenant,  upon written notice from Owner, will, at
    Tenant's  expense,  resist or defend  such action or  proceeding  by counsel
    approved by Owner in waung, such approval not to be unreasonably withheld.

    Destruction, Fire and Other Casualty:
     9. (a) If the demised premises or any part thereof shall be damaged by fire
 or other casualty, Tenant
             shall give  immediate  notice thereof to Owner and this lease shall
             continue in full force and effect except
    as hereinaher set forth. (b) If the demised  premises are partially  damaged
    or  rendered  partially  unusable  by fire or other  casualty,  the  damages
    thereto  shall be  repaired  by and at the expense of Owner and the rent and
    other items of  additional  rent,  until such repair shall be  substantially
    completed,  shall  be  apportioned  from  the  day  following  the  casualty
    according  to the part of the premises  which is usable.  (c) If the demised
    premises are totally  damaged or rendered  wholly  unusable by fire or other
    casualty,  then the rent and other items of additional  rent as  hereinafter
    expressly  provided  shall  be  proportionately  paid up to the  time of the
    casualty and thenceforth  shall cease until the date when the premises shall
    have been  repaired  and restored by Owner (or sooner  reoccupied  by Tenant
    then rent shall be  apportioned  as provided in subsection  (b),  subject to
    Owner's right to elect not to restore the same as hereinafter provided.  (d)
    If the demised  premises are rendered wholly unusable or (whether or not the
    demised  premises are damaged in whole or in part) if the building  shall be
    so damaged that Owner shall decide to demolish it or to rebuild it, then, in
    any of such events, Owner
     may elect to terminate this lease by written  notice to Tenant,  given with
     90 days after such fire or  casualty,  or 30 days after  adjustment  of the
     insurance claim
    for such fire or  casualty,  whchever is sooner,  specifying  a date for the
     expiration  of the  lease,  which date shall not be more than 60 days after
     the giving of such notice, and upon the date
    specified  in such notice the term of this lease  shall  expire as fully and
    completely as if such date were the date set forth above for the termination
    of this lease and Tenant  shaft  forthwith  quit,  surrender  and vacate the
    premises without prejudice however,  to 4 rights and remedies against Tenant
    under the lease provisions in effect prior to such termination, and any rent
    Owing shad be paid up to such date and any  payments  of rent made by Tenant
    which  were on  account  of any  period  subsequent  to such  date  shall be
    returned  to  Tenant.  Unless  Owner  shall  serve a  termination  notice as
    provided for herein, Owner shall make the repairs and restorations under the
    conditions of (b) and (c) hereof, with all reasonable expedition, subject to
    delays due to  adjustment  of insurance  claims,  labor  troubles and causes
    beyond Owner's control. After any such casualty, Tenant shall cooperate with
    Owner's  restoration by removing from the premises as promptly as reasonably
    possible,  all of Tenant's  salvageable  inventory  and moveable  equipment,
    furniture, and other property. Tenant's liability for rent shall resume five
    (5) days after written notice from Owner that the premises are substantially
    ready for  Tenant's  occupancy.  (e)  Nothing  contained  hereinabove  shall
    relieve Tenant from liability that may exist as a result of damage from fire
    or  other  casualty.   Notwithstanding  the  foregoing,   including  Owner's
    obligation to restore under  subparagraph  (b) above,  each party shall look
    first to any  insurance  in its favor  before  making any claum  against the
    other party for  recovery  for loss or damage  resulting  from fire or other
    casualty, and to the extent that such insurance
    is in force and  collectible  and to the extent  permitted by law, Owner and
    Tenant each hereby releases and waives all right of recovery with respect to
    subpaAgApbs  (b), (d), and (e) above,  against the other or any one claiming
    through  or  under  each of them by way of  subrogation  or  otherwise.  The
    release and waiver herein referred to shall be deemed to include any loss or
    damage to the demised premises and/or to any personal  property,  equipment,
    trade fixtures, goods and merchandise located therein. The foregoing release
    and waiver  shall be in force  only if both  releasers'  insurance  policies
    contain a clause providing that such a release or waiver shil not invalidate
    the insurance.  If, and to the extent, that such waiver can be obtained only
    by the payment of additional  premiums,  then the party  benefiting from the
    waiver shil pay such premium  within ten days after written  demand or shall
    be deemed to have agreed that the party obtaining  insurance  coverage shall
    be free of any further  obligation under the provisions  hereof with respect
    to waiver of  subrogation.  Tenant  acknowledges  that  Owner will not carry
    insurance  on  Tenant's  furniture  and/or  Furnishings  or any  fixtures or
    equipment,  improvements,  or  appurtenences  5 Tenant and agrees that Owner
    will not be obligated to repair any damage  thereto or replace the same. (f)
    Tenant hereby waives the  provisions of Section 227 of the Real Properly Law
    and agrees that the  provisions  of this article shall govern and control in
    lieu thereof.

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

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

    Electric Current:   12. Rates and conditions in respect to submetering
     or rent inclusion, as the case may be, to be added in
    RIDER attached hereto. Tenant covenants and agrees that at all times its use
    of electric current shall not exceed the capacity of existing feeders to the
    building or the risers or
    wiring  installation and Tenant may not use any electrical  equipment which,
    in Owner's opinion, reasonably exercised, will overload such installations
     or interfere  with the use thereof by other  tenants of the  building.  The
change at any time of the  character of electric  service  shall in no wise make
Owner liable or responsible to Tenant,  for any loss,  damages or expenses which
Tenant may sustain.
    Access to
    Premises:

    13. Owner or Owner's agents shall have the right
    (but shall not be obligated) to enter the demised
    premises m any emergency at any ume, and, at ocher
    reasonable times, to examine the same and to make such repairs, replacements
    and improvements as Owner may deem necessary and reasonably desirable to the
    demised  premises or to any other portion of the building or which Owner may
    elect to perform. Tenant shall permit Owner to use and

    Maintain and replace pipes and conduits in and through the demised  premises
and to erect new pipes and conduits  therein  provided they are concealed within
the walls, floor, or ceiling.  Owner may, during the progress of any work in the
demised premises,  take all necessary materials and equipment into said premises
without the same  constituting  an eviction  nor shall the Tenant be entitled to
any  abatement  of rent while  such work is in  progress  nor to any  damages by
reason of loss or  interruption  of business or otherwise.  Throughout  the term
hereof  Owner shall have the right to enter the demised  premises at  reasonable
hours for the purpose of showing the same to prospective purchasers or mortgages
of the  building,  and  during  the six  months of the term for the  purpose  of
showing the same to  prospective  tenants.  If Tenant is not present to open and
permit an entry into the demised premises, Owner or Owner's agents may enter the
same  whenever  such  entry  maybe  necessary  or  permissible  by master key or
forcibly  and  provided  reasonable  care is  exercised  to  safeguard  Tenant's
property,  such entry shall not render Owner or it's agents liable therefor, nor
in any event shall the  obligations of Tenant  hereunder be affected.  If during
the last month of the term Tenant shall have removed all or substainially all of
Tenant's  property  therefrom Owner may immediately  enter,  alter,  renovate or
redecorate  the demised  premises  without  limitations or abatement of rent, or
incurring  liability to Tenant for any  compensation  and such act shall have no
effect on this lease or Tenant's obligation's hereunder.

    Vault,
    Vault Space,
    Area:

    14. No Vaults,  vault space or area, whether or not enclosed or covered, not
    within  the  property  line of the  buildup  is leased  hereunder.  anything
    contained  in or indicated  on any sketch,  blue print or plan,  or anything
    contained elsewhere in this lease to the contrary notwithstanding.
    Owner makes no representation as to the location of the property line of the
    building.  All  vaults  and vault  space and all such  areas not  within the
    property line of the  building,  which Tenant may be permitted to use and or
    occupy, is to be used znd/or occupied under a revocable license,  and if any
    such  license  be  revoked.  or if the  amount  of  such  space  or  area be
    diminished  or required by any  federal,  state or  municipal  authority  or
    public utility. Owner shall not be subject to any liability nor shall Tcnant
    be entitled to any  compensation  or  diminution  or abatement of rent,  nor
    shall such revocation,  diminution or requisition be deemed  constructive or
    actual eviction. Any tax, fee or charge of municipal authorities for such
     vault or  area shall be paid by Tcnant.

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

     Bankruptcy:  16.  (a)  Anything  elsewhere  in this  lease to the  contrary
norwithstanding,  this  Iease  may be  cancelled  by Owner by the  sending  of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events.. ( I ) the commencement of a case in bankruptcy
or under the laws of any state naming Tenant as the debtor, or (2) the making by
Tenant of an  assignment or any other  arrangement  for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant.  or by reason  of any  statue or order of  count,  shall  thereafter  be
entitled to  possession  of the premises  demised but shall  forthwith  quit and
surrender the premises.  If this lease shall be assigned in accordance  with its
terms,  the provisions of this Article 16 shall be applicable  only to the party
then owning Tenant's interest in this lease.
    (b) it is  stipulated  and agreed that in the event of the termmanon of this
lease pursuant to (a) hereof,  Owner shall forthwith,  norwithstanding any other
provisions of this lease to the contrary,  be entitled to recover from Tenant as
and for liquidated  damages an amount equal to the  difference  between the rent
reserved  hereunder for the  unexpired  portion of the team demised and the fair
and reasonable  rental value of the demised premises for the same period. In the
computation of such damages
    the difference  between any installment of rent becoming due hereunder after
    the date of  termination  and the fair and  reasonable  rental  value of the
    demised premises for the period for which such installment was payable shall
    be  discounted to the date of  termination  at the rate of four percent (4%)
    per annum.  If such  premises or any part thereof be re-let by the Owner for
    the unexpired term of said lease, or any part thereof.  Before  presentation
    of proof of such liquidation  damages to any count,  commission or tribunal,
    the amount of rent reserved upon such re-letting shall be
    deemed to be the fair and reasonable  rental value for the part or the whole
    of the premises so re-let during the term of the re-letting.  Nothing herein
    contained  shall limit or prejudice  the right of the Owner to prove for and
    obtain as liquidated damages by reason of such termination,  an amount equal
    to the  maximum  allowed by any statute or rule of law in effect at the time
    when. and governing the proceedings in which, such damages are to be proved.
    whether or not such amount be greater,  equal to, or less than the amount of
    the difference referred to above.

    Default: 17. (1) If Tenant defaults in fulfilling any of the covenants of
    for the payment of rent or additional rent: or if the demised premises
    become vacant or deserted: or if any execution or attachment shall be Issued
    against Tenant or any of Tenant's property whereupon the demised premises
    shall be taken or occupied by someone other than Tenant or if this lease be
    rejected  under Title 11 of the U.S. Code  (bankruptcy  code).  or if Tenant
    shall fail to move into or take  possession  of the premises  within  thirty
    (30) days after the commencement of the term of this lease. then, in any one
    or more of such  events,  upon Owner  serving z written  notice  upon Tenant
    specifying  the nature of said  default  and upon the  expiration  of Tenant
    shall have  failed to comply  with or remedy  such  default,  or if the said
    default or omission complained of shall be of nature that the same cannot be
    completely  cured or remedied within and if Tenant shall not have diligently
    commenced   curing  such  default  within  and  shall  not  thereafter  with
    reasonable  diligence  and in good  faith,  proceed  to  remedy or cure such
    default,   then  Owner  may  serve  a  written  five  (5)  days'  notice  of
    cancellation of this lease upon Tenant. and upon the expiration of said five
    (S) days this lease and the term thereunder shall end and expire as fully
and  completely  as if the  expiration  of such five (5) day period were the day
herein  definitely  fixed for the end and  expiration of this lease and the term
thereof and Tenant shall then quit and surrender  the demised  premises to Owner
but Tenant shall remain liable as hereinafter provided.

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

    to that end. If Teneant shall make default hereunder prior to the date fixed
    as the commencement of any or extension of this lease.  Owner may cancel and
    terminate such renewal or extension agreement by written notice.


    Remedies of
    Oowner and
    Waiver of
    Redemption:

    18. In czar of any such default. re-enrry. expiration
    znd/or dispossess by summary proceedings or order
    wise, (a) the rent shall become due thereupon and be
    paid up to the time of such re-entry, dispossess and/
    or expiration, (b) Owner may re-let the premises or
    any part or parts thereof.  either in the name of Owner or otherwise,  for a
    term or terms, which may at Owner's option be less than or exceed the period
    which would otherwise have constituted the balance of the term of this lease
    and may grant concessions or free rent or charge a higher rental

    than that in this lease,  and/or (c) tenant or the legal  representatives of
    Tenant shall also pay Owner as liquidated  damages for the failure of Tenant
    to observe  and  perform  said  Tenant's  covenants  herein  contained,  any
    deficiency between the rent hereby reserved and/or covenanted to be paid and
    the net amount,  if any, of the rents  collected  on account of the lease or
    leases of the  demised  premises  for each month of the period  which  would
    otherwise  have  constituted  the  balance  of the term of this  lease.  The
    failure of Owner to re-let the premises or any part or parts  thereof  shall
    not released or affect  Tenant's  liability for damages.  In computing  such
    liquidated damages there shall be added to the said deficiency such expenses
    as Owner may incur in connection  with  re-letting,  such as legal expenses.
    Reasonable  attorneys'  fees,  brokerage,  advertising  and for  keeping the
    Demised premises in good order or for preparing the same for re-letting. Any
    Such liquidated  damages shall be paid in monthly  installments by Tenant on
    The rent day  specified  in this lease and any suit  brought to collect  the
    Amount of the  deficiency  for any month shall not  prejudice in any way the
    Rights of Owner to collect  the  deficiency  for anv  subsequent  month by a
    Similar proceeding.  Owner, in putting the demised premises in good order or
    preparing  the  same  for  re-rental  may.  at  Owner's  option,  make  such
    alterations,  repairs,  replacements,  and/or  decorations  in  the  demised
    premises  as Owner,  in Owner's  sole  judgement,  considers  advisable  and
    necessary for the purpose of re-letting the demised premises, and the making
    of such alterations,  repairs,  replacements,  and/or  decorations shall not
    operate or be  construed  to release  Tenant  from  liability  hereunder  as
    aforesaid.  Owner  shall in no event be  liable  in any way  whatsoever  for
    failure to re-let the  demised  premises,  or in the event that the  demised
    premuses are re-let,  for failure to collect the rent thereof under such re-
    letting,  and in no event shall Tenant be entitled to receive any excess, if
    any of such net  rents  collected  over the sums  payable  by Teant to Owner
    hereunder. In the event of a breach or threatened breach by Tenant of any of
    the covenants or provisions hereof, Owner shall have the right of injunction
    and the  right to  invoke  any  remedy  allowed  at law or in  equity  as if
    re-entry,  summary  proceedings  and other remedies were not herein provided
    for.  Mention in this lease of any  particular  remedy.  shall not  preclude
    Owner from any other remedy,  in law or in equity.  Tenant hereby  expressly
    waives any and all rights of  redemption  granted by or under any present or
    future laws in the event of Tenant  being  evicted or  dispossessed  for any
    cause, or in the event of Owner obtaining possession o demised premises,  by
    reason of the  violation by Tenant of any of the coveants and  conditions of
    this lease, or otherwise.

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

    Building
    Alterations
    and
    Management:
    20. Owner shall have the right at any time
        without the same constituting an eviction and without incurring
        liability to Tenant therefor to change the arrangement and/or location
        of public entrances.  passageways, doors, doorways, corridors, eleva
    tors,  stairs,  toilets or other  public parts of the building and to change
    the name,  number or designation  bv which the building may be known.  There
    shall be no  allowance  to Tenant  for  diminution  of  rental  value and no
    liability  on the part of Owner by reason  of  inconvenience,  annoyance  or
    injury to business arising from Owner or other Tenants making any repairs in
    the  building  or  any  such   alterations,   additions  and   improvements.
    Furthermore,  Tenant  shall  not have any claim  against  Owner by reason of
    imposition  of such  controls  of the  manner of access to the  building  by
    Tenant's social or business visitors as the Owner may deem necessary for the
    security of the building and its occupants.

    No Repre-
    sentations
    by Owner:

     21.  Neither  Owner nor  Owner's  agents have made any  representations  or
promises with respect to the physical  condition of the building,  the land upon
Which it is erected or the  demised  premises,  the rents,  leases,  expenses of
operation  or any other  matter or thing  affecting  or related to the  premises
except as herein  expressly  set forth and no nghts.  easements  or licenses are
acquired by Tenant by implication or otherwise  except as expressly set forth in
the provisions of this lease.  Tenant has inspected the building and the demised
Premises and is thoroghly acquainted with their condition and agrees to take the
     as is and  acknowledge  that  the  taking  of  possession  of  the  demised
     premises by Tenant shall be conclusive  evidence that the said premises and
     the  building  of which the same form a part were in good and  satisfactory
     condition  at the time  such  possession  was so taken  except as to latent
     defects.  All  understandings  and agreements  heretofore  made between the
     parties  hereto  are  merged  in  this  contract.  Which  alone  fully  and
     completely  expresses  the  agreement  between  Owner  and  Tenant  and any
     executory  agreement  hereafter  made  shall be in  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.

Term:

    22.  Upon the  expiration  or other  termination  of the term of this lease,
    Tenant shall quit gad surrender to Owner the demised premises,  broom clean,
    in good order and condition, ordinary wear and damages which Tenant is not
    required to repair as provided elsewhere in this lease excepted,  and Tenant
    shall remove all its  property.  Tenant's  obligation  to observe or perform
    this covenant  shall survive the  expiration  or other  termination  of this
    lease . If the last day of the term of this  Lease or any  renewal  thereof,
    falls on Sunday,  this lease shall expire at noon on the preceding  Saturday
    unless it be a legal  holiday in which  case it shall  expire at noon on the
    preceeding business day.

       23.    Owner covenants and agrees with Tenant that upon Tenant paying the
    Quiet     rent and additional rent and observing and performing all the
    Enjoyment terms, covenants and conditions, on Tenant's part to be observed
              and performed, Tenant may peaceably and quietly enjoy the premises
              hereby demised, subject, nevertheless, to the terms and conditions
              of this lease including, but not limited to, Article 31 hereof and
              to the ground leases,  underlying leases and mortgages  hereinfore
              mentioned.
    Failure
    to Give
    Possession:

     24. If Owner is unable to give  possession  of the demised  premises on the
date of the  commencement  of the term hereof,  because of the  holding-over  or
retention of possession of any tenant, undenenant or occupants or if the demised
premises are located in a building being constructed,  because such building has
not been  sufficiently  completed  to make the premises  ready for  occupancy or
because of the fact that a certicate of occupancy  has not been  procured or for
any other reason, Owner shall not be subject to any liabibry for failure to give
possession  on said date and the  validity  of the lease  shall not be  impaired
under such circumstances,  nor shall the same be construed in any wise to extend
the term of this lease, but the rent payable hereunder shall be abated (provided
Tenant is not responsible for Owner's inability to obtain possession or complete
construction)  until after Owner shall have given Tenant written notice that the
Owner is able to deliver  possession  in condinon  required  by this  lease.  If
permission  is given to  Tenant  to enter  into the  possession  of the  demises
premises or to occupy premises other than the demised premises prior to the date
specified as the  commencement of the term of this Tenant,  covenants and agrees
that such possession and/or occupancy shall be deemed to be under all the terms,
covenants,  conditions and provisions of this lease except the obligation to pay
the fixed annual rent set forth in the preamble to this lease. The provisions of
this article are intended to  Constitute  -an express  provision to the contrary
within the meaning of Sccoon 223-a of the New York Real Property Law.

No Waiver:  25. The  failure of Owner to seek  redress for  violation  of, or to
insist upon the strict  performance of any covenant or condinon of this lease or
of any of the Rules or  Regulauons,  set forth or  hereafter  adopted  by Owner,
shall not prevent a subsequent  act which would have  originally  constituted  a
vioiabon  from  having all the force and effect of an  original  violation.  The
receipt Dy Owner of rent and/or  additional rent with knowledge of the breach of
any  covenant  of this lease  shall not be deemed a waiver of such breach and no
provision of this lease shall be deemed to have been waived by Owncr unless such
waiver be in writing  signed by Owncr.  No payment by Tenant or receipt by Owner
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 of any check or any letter  accompanying  any check
    or  payment  as rent be  deemed an accord  and  satisfaction,  and Owner may
    accept such check or payment  without  prejudice to Owner's right to recover
    the balance of such rent or pursue any other  remedy m this lease  provided.
    No act or thing  done by  Owneror  Owncr's  agents  during  the term  hereby
    demised shall be deemed an acceptance of a surrender of said  premises,  and
    no  agreement  to accept  such  surrender  shall he valid  unless in writing
    signed by Owner.  No employee of Owner or Owner's agent shall have any power
    to accept the keys of said premises  prior to the  termination  of the lease
    and the delivery of keys to any such agent or employee  shall not operate as
    a termination of the lease or a surrender of the premises

    Waiver of
    Trial by Jury:

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

    Inability to     27. This Lease and the obligation of Tenant to pay
    Perform:          rent hereunder and perform all of the other cov-
                      enants and agreements hereunder on part of Tenant
    to be performed shall in no wise be affected impaired or excused because
    Owner is unable to  fulfill  any of its  obligations  under this lease or to
supply or is delayed in  supplying  any service  expressly  or  impliedly  to be
Supplied or is unable to make or is delayed in making any repair additions
    alterations or decorations or is unable to supply or is delayed in supplying
    any equipment  fixtures or other  materials if Owner is prevented or delayed
    from so doing by reason of strike or labor troubles or any cause  whatsoever
    including but not limited to government  preemption  or  restrictions  or by
    reason of any rule.  order or  regulation of any  department or  subdivision
    therefore of any  government  agency or by reason of  conditions  which have
    been or are  affected  ,  either  directly  or  indirectly,  by war or other
    emergency.

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

    29. As long as Tenant is not in default  under any of the  covenants of this
lease beyond the applicable  grace period  provided in this lease for the curing
of such  defaults  Owner shall  provide:  (a) necessary  elevator  facilities on
business days from 8 a.m. to 6 p.m. and have one elevator subject to call at all
other times:  (b) heat to the demised  premises  when and as required by law. on
business days from 8 Am. to 6 p.m.; (c) water for ordinary lavatory purposes but
If Tenant uses or consumes water for any other purpose or in unusual  quantities
(of which fact On. ner shall be the sole judge)  Owner may install a water meter
at Tenant's expense which Tenant shall  thereafter  maintain at Tenant's expense
in good working order and repair to register such water  consumption  and Tenant
shall pay for water  consumed as shown on said meter as  additional  rent as and
when bills are  rendered;  (d)  cleaning  service  for the  demised  premises on
business  days at Owner's  expense  provided  that the same are kept in order by
Tenant. (e) If the demised premises are serviced by
     1  Owner's   air   conditioning/cooling   and   ventilating   system.   air
conditioning/  cooling will be furnished on business  days during the  aforesaid
hours except when air  conditioning/cooling  is being furnished as aforesaid. If
Tenant requires air  conditioning/cooling or ventilation for more extended hours
or on  Saturdays.  Sundays  or on  holidays.  Owner will  furnished  the same at
Tenant's expense.  RIDER to be added in respect to rates and conditions for such
additional
service;  (f) Owner  reserves the right to stop  services of heating,  elevators
plumbing,   air-conditioning  electric,  power  systems  or  cleaning  or  other
services,  it  any,  when  necessary  by  reason  of  accident  or  for  repairs
alterations  replacements or improvements necessary or desirable in the judgment
of Owner for as long as may be  reasonably  required by reason  thereof.  If the
building of which the demised  premises are a part  supplies  manually  operated
elevator  service.  Owner at any time may substitute  automatic control elevator
service and proceed  diligently with alterations  necessary  therefor without in
any wise affecting this lease or the obligation of Tenant hereunder.

     Captions: 30. The Captions are inserted only as a matter of convenience and
for  reference  and In no way define.  Limit or describe the scope of this lease
nor the intent of any  provisions  thereof.  Definitions:  31. The term -office-
or~offices-. Wherever used in this lease shall not be construed to mean premises
used as a store or stores for the sale or display at any time,  of goods.  wares
or merchandise  of any kind or as a restaurant  shop.  booth  bootblack or other
stand barber shop. or for other similar purposes or for manufac" turing The term
"Owner-  means a landlord  or lessor,  and as used in this lease  means only the
owner  or the  mortgagee  in  possession,  for the  time  being  of the land and
building (or the owner of a lease of the building or o of the land and building)
of which  the  demised  premises  form a pan so that in the event of any sale or
sales of said land and  building  or of said lease or In the event of a lease of
said building.  or of the land and building.  The said Owner shall be and hereby
Is  entirely  freed and  relieved  of all  covenants  and  obligations  of Owner
hereunder and it shall be deemed and construed without further agreement between
the parties or their successors in
     interest or between the parties and the  purchaser  at any such safe or the
said lessee of the buildup or of the land and  building.  that the  purchaser or
the  lessee of the  butiding  has  assumed  and  agreed to carry out any and all
covenants artd obligations of Owncr hereunder.  The words ~re-enter- and re-enty
as used in this lease are not restricted to their techanical legal meaning.  The
term "business days" as used in this lease shall exclude  Saturdays  Sundays and
all days as observed by the State or Federal  Government  as legal  holidays and
those designated as holidays by the applicable  building service union employees
service contact or by the applicable  Operating  Engineers contract with respect
to HVAC  service.  Wherever it is expressly  provided in this lease that consent
shall not be  unreasonably  withheld  such  consent  shall  not be  unreasonably
delayed.

    AdJacent
    Excavation-
    Shoring:

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

 Rules and Regulations:

     33. Tenant and Tenant's  servants.  employees agents visitors and licensees
shall observe  faith- fully and comply  strictly with the Rules and  Regulations
and such other and further  reasonable  Rules and Regulanons as Owner or Owner's
agents  may  from  time  to  time  adopt.  Notice  of any  additional  rules  or
regulations  shall be given in such  manner as Owner may elect In case

  Notes to
Printed Form

     1.  which  shall not be  unreasonably  withheld  or  delayed in the case of
nonstructural  alterations  that do not  affect  Building  systems  and are made
wholly within the demised premises.

    2. (including carpeting)

    3. otherwise in effect

     is this lease contained shall be construed to impose upon Owner any duty or
obligation to enforce the Rules seal Regulations or terms, covenant or condition
in any other lease, as against say other tenant And Owner shall not be liable to
tennat for violation of the same by any other tenants, its servants,  employees,
agents, visitors or licensees.
Security

     34.  Tenant has  deposited  with Owner the sum of $7,177.50 as security for
the faithful  perfomance and  observance by Tenant of the terms,  provisions and
conditions of this lease.

    SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF

    In Witness Whereof,  Owner And Tenant Eve respectively  signed ;md Bled this
    lease as of the day ~ year first above written.

    MIDTOWN REALTY
    

    By  
    
    ALLSTATE FINANCIAL CORPORATION

     
    By  /s/ Peter D. Matthy
        Executive Vice President


    RIDER ATTACHED TO AND FORMING PART OF LEASE DATED
    AS OF SEPTEMBER 26, 1997 BETWEEN MIDTOWN REALTY
    COMPANY, L.L.C., AS OWNER, AND ALLSTATE FINANCIAL
    CORPORATION, INC., AS TENANT, COVERING SUITE 604
    ON THE SIXTH FLOOR IN THE BUILDING LOCATED AT 1775
    BROADWAY. NEW YORK. NEW YORK

    37. ACCEPTANCE OF DEMISED PREMISES; OWNER'S WORK.

    Tenant  acknowledges  and  represents  to Owner  that it has  inspected  and
    examined  the  demised  premises  and the  Building or caused the same to be
    inspected  and  examined,  and is  fully  familiar  and  satisfied  with the
    physical  condition and state of repair thereof and all materials  existing,
    utilized and/or present therein,  and hereby agrees to accept  possession of
    the demised  premises in their existing  condition and state of repair,  "as
    is",  subject,  however,  to  substantial  completion  of  Owner's  Work (as
    hereinafter  defined) and Tenant  agrees that Owner shall have no obligation
    to do any work or make  any  installation  or  alteration  to or in  respect
    thereof,  except  that Owner  shall:  (i)  furnish  and  install  additional
    partitions  and interior  doors;  (ii) furnish and install a pantry sink and
    counter top and appropriate electric outlets;  (iii) furnish and install new
    Building standard i' phoenix Designweave 2802" carpet throughout the demised
    premises (except that pantry and air conditioning

    ~^~--- _o:..~ :_ ..vt be -~  ~l-l-enanc s color  choice;  and (iv) paint the
    demised  premises with one coat  Building  standard  Benjamin  Moore t' Bone
    White" paint (except that window frames, ceiling and entrance door shall not
    be painted),  all as more particularly  depicted on Exhibit B annexed hereto
    and made part  hereof.  Provided  that Tenant  notifies  Owner of its carpet
    color selection by no later than October 6, 1997, Owner shall use reasonable
    efforts   (subject  to  force   majeure)  to   substantially   complete  the
    aforementioned items ("Owner's Work") by the Commencement Date. Owner's Work
    shall be performed in a good and  workerlike  manner in accordance  with all
    applicable legal requirements.

    Moms snail not De carpeted) in Tenant's
    paint the demised ~

    38. ELECTRIC INCLUSION. A. Owner shall, through
    Owner's facilities, equipment and installations in the Building
    furnish the electricity Tenant shall reasonably require in the
    demised premises on a "rent inclusion)' basis (i.e., there shall
    be no separate charge to Tenant for such electricity by way of
    measuring the same on any meter or otherwise); the furnishing of
    such electricity being included in the Base Rent reserved
    hereunder as estimated in Paragraph B of this Article, subject,
    however, to all of the other provisions of this Article. Owner
    shall not be liable in any way to Tenant for any failure or
    defect in the supply or character of electricity furnished to the
    demised premises other
    negligent or otherwise

    than such as may result from Owner's

    ~ wrongful acts with respect to Owner's
    continuing  maintenance  and  keeping in good  repair of Owner's  electrical
    equipment,  facilities  and  installations  in the  Building.  Tenant  shall
    maintain all lighting  fixtures and furnish and install all lighting  tubes,
    lamps, ballast transformers,  starters and bulbs in the demised premises, in
    accordance with the standards of the Building.

















    supplying electricity to the Building as of April 1, 1996. At any time after
    Tenant  commences  occupancy  of the demised  premises and opens the demised
    premises  for  business  either  Owner or Tenant  may  demand a survey to be
    prepared  by the Office of James Carey  ("Carey"),  or if Carey shall not be
    available,  or if in Owner's judgment Carey is not suitable for the purpose,
    then by another reputable,  independent electrical consultant to be selected
    by Owner, the cost of which survey shall be borne by Tenant.  The purpose of
    said  survey  shall be to  determine  the  appropriate  charge to Tenant for
    electricity  to be included  in the Base Rent  taking into  account the full
    electric service  including the potential demand  (connected load) necessary
    or useful  for  Tenant's  operation  of all  equipment,  lighting  and other
    installations,  including, without limitation, air conditioning, heating and
    ventilation  and any  additional  hours in excess of normal  business  hours
    during  which the demised  premises are in use.  The rent  inclusion  factor
    shall,  from time to time, be determined on the basis of the then prevailing
    local public  utility  rates at the highest per unit rates  payable by Owner
    for  electric  service,   inclusive  of  all  applicable   "demand",   "fuel
    adjustment",  "time of day" and any other charges and any taxes  included in
    or applicable to such rates and without  regard to the  electricity  used in
    the remainder of the Building.  When the charge for  electricity has been so
    determined  as a result of such survey,  the Base Rent shall be increased or
    decreased, as the case may require, by the difference between the charge per
    annum  determined by the survey and the  estimated  rent  inclusion  factor,
    effective as of the first day of the term hereof.

    C. Tenant's use of electricity in the demised premises shall not at any time
    exceed  the  capacity  of  any  of  the  electrical  conductors,  equipment,
    installations or facilities as hereinbefore  enumerated or otherwise serving
    the demised premises.  In order to ensure that such capacity is not exceeded
    and to avert a possible adverse effect upon the Building  electric  service,
    Tenant shall not,  without  Owner's prior written  consent in each instance,
    connect any additional fixtures,  appliances or equipment (other than lamps,
    personal  computers,   desktop  copiers,   facsimile  machines,   fractional
    horsepower  appliances and similar items of small power  consumption) to the
    Building electric  distribution system or make any alteration or addition to
    the electric system of the demised premises  existing as of the commencement
    date of this lease.  Should Owner grant such consent,  all additional risers
    or other  equipment  required  therefor  shall be installed by Owner and the
    cost  thereof  shall be paid by Tenant,  as  additional  rent,  upon Owner's
    demand.  As a condition  to granting  such  consent,  Owner may require that
    Tenant agree to an increase in the Base Rent by an amount which will reflect
    the  additional  service to be  furnished by Owner,  that is, the  potential
    electric energy  (connected  load) to be made available to Tenant based upon
    the  estimated  additional  capacity  of such  additional  risers  or  other
    equipment.  Such  increases  shall be determined on the basis of the cost of
    furnishing and installing any additional equipment or electrical  facilities
    as well as the then prevailing local public utility rates at the highest per
    unit  rates  payable  by  Owner  for  electric  service,  inclusive  of  all
    applicable "demand",  "time of day", "fuel adjustment" and any other charges
    and any taxes  included in or applicable to such rates and without regard to
    the electricity used in the remainder of the Building. If Owner And T=n=~-









    adjusted. Such increase and adjustment shall be effective
    retroactive to the date such additional service is made
    available.

    D. If Tenant shall  require  electricity  beyond the normal  business  hours
    specified  above or for  purposes  other than as specified in Paragraph B of
    this  Article,  or if  the  public  utility  rate  schedule,  including  any
    supplementary  charges such as "fuel adjustments",  "time of day" charges or
    any other  charges for the supply of  electricity  to the Building  shall be
    increased or imposed  subsequent to the date hereof,  or if there shall be a
    change in taxes,  or if  additional  taxes shall be imposed upon the sale or
    furnishing  of such  electricity,  then the Base Rent shall be  adjusted  to
    reflect the resulting increases in Owner's service in providing  electricity
    to the  demised  premises,  and the amount set forth in  Paragraph B of this
    Article shall also be adjusted accordingly. If Owner and Tenant cannot agree
    thereon,  the amount of such increases  shall be determined by Carey,  or if
    Carey  shall  not be  available,  or if in  Owner's  judgment  Carey  is not
    suitable for the purpose, then by another reputable,  independent electrical
    consultant  to be selected by Owner,  and paid  equally by Owner and Tenant.
    Such increases shall be based on the application of the thereby  established
    potential  demand and electrical  consumption to the then  prevailing  local
    public  utility  rates at the  highest  per unit rates  payable by Owner for
    electric service, inclusive of all applicable "demand", "time of day", "fuel
    adjustment" and any other charges and any taxes included in or applicable to
    such rates,  and without regard to the electricity  used in the remainder of
    the  Building.  In the event that during the term hereof there should be any
    change in the  regulations  of the  public  utility  company  or the  Public
    Service Commission or any governmental or quasi governmental entity claiming
    jurisdiction   or  in  the  event   there   should  be  any  change  in  the
    interpretation  of  such  regulations  or  ordinances  by any  court  of law
    claiming  jurisdiction which may affect the furnishing of electricity to the
    demised  premises by Owner,  Base Rent shall be adjusted to fully defray the
    cost, on a pro rata square foot of occupancy  basis,  of complying  with any
    such revised regulations, requirements or interpretations and the amount set
    forth in Paragraph B of this Article shall also be adjusted accordingly.

    E. If Owner shall be required by law, by any
    governmental authority claiming jurisdiction or by the utility
    company supplying electric energy to the Building, or if Owner
    shall make it a policy with respect to the Building's tenants in

    ~ discontinue
    furnishing  electricity,  Owner  shall  have the  right to  discontinue  the
    furnishing of electricity  upon not less than ninety (90) days prior written
    notice to Tenant.  If Owner exercises such right,  this lease shall continue
    in full force and effect and shall be unaffected  thereby,  except that from
    and after the  effective  date of such  discontinuance,  Owner  shall not be
    obligated to furnish  electricity  to Tenant and the Base Rent payable under
    this lease shall be reduced by the then applicable rent inclusion factor. If
    Owner so discontinues furnishing electricity to Tenant,  Tenantshall arrange
    to obtain  electricity  directly from the public utility company  furnishing
    electricity  to the  Building  as  expeditiously  as is  possible  and shall
    thereafter  pay Owner for  maintaining  the  current  transformers.  service
    sWihch-Q-- fast

    general Lout not necessarily all tenants) to

directly from the public
    to the Building as








    thereafter pay Owner









    F. Whenever, pursuant to any of the provisions of this Article the amount of
    the rent  inclusion  factor shall be adjusted,  the parties shall execute an
    agreement supplementary hereto to reflect such adjustment, and the Base Rent
    shall be  adjusted  accordingly  and the amount set forth in  Paragraph B of
    this Article shall  likewise be adjusted,  effective from the effective date
    of such  increase  or decrease  in usage or from the  effective  date of the
    change in public utility rates;  but such adjustment shall be effective from
    such date whether or not such supplementary agreement is executed.

    G.  At no time  shall  Tenant's  connected  electrical  load in the  demised
    premises  exceed 5.0 watts per square  foot of  rentable  space.  Tenant has
    reviewed  the  electrical  capacity  available  to the demised  premises and
    represents that it is satisfied therewith.

    39. EXPENSE  ESCALATION.  A. For purposes of this lease the following  terms
    shall have the following meanings: (i) "Rate" shall mean the minimum regular
    hourly  wage  rate  without  fringe  benefits  prescribed  for  Porters  (as
    hereinafter  defined)  for  Class  A  office  buildings  (or  any  successor
    category),  pursuant to the present and any successor  agreement between the
    Realty  Advisory Board on Labor  Relations,  Incorporated  (or any successor
    thereto)  and  Local 32B of the  Building  Service  Employees  International
    Union,  AFL-CIO  (or any  successor  thereto),  covering  the wage rates for
    Porters in such buildings ("Agreement"),  provided, however, that if, at any
    time during the term hereof:  (a) regular  employment  of Porters  occurs on
    days or during hours when  overtime or other premium pay rates are in effect
    pursuant to the  Agreement,  "Rate" shall mean the average  hourly wage rate
    for the hours in a calendar week during which Porters are regularly employed
    (e.g.,  if,  pursuant to the  Agreement,  the regular  weekly  employment of
    Porters is for forty (40) hours at a regular  hourly wage rate of $20.00 for
    the first  thirty (30) hours and an overtime  hourly wage rate of $30.00 for
    the  remaining  ten  (10)  hours,  the  average  hourly  wage  rate  for the
    applicable  period  shall be the weekly wage rate of $900.00  divided by the
    number of regular hours of employment,  to wit, forty (40), or $22.50);  and
    (b) no  Agreement  exists,  "Rate"  shall mean the average  minimum  regular
    hourly  wage rate  actually  payable to  Porters by Owner or the  contractor
    performing cleaning services in the Building, or, if no Porters are employed
    at the Building,  such rate for Porters employed at Class A office buildings
    (as such  buildings are presently  described in the  Agreement);  (ii) "Base
    Rate"   shall  mean  the  Rate  in  effect  on   January   1,  1998;   (iii)
    "Multiplication  Factor"  shall mean 2,700;  and (iv)  "Porters"  shall mean
    those  employees  who have been  employed for ten (10) years or more and who
    are engaged in the general  maintenance  and operation of office  buildings,
    classified  as  "Others"  in  the  current   Agreement,   or,  failing  such
    classification  in any  subsequent  Agreement,  the most  nearly  comparable
    classification in such Agreement.

    B. If, in any period during the term hereof, the
    Rate exceeds the Base Rate, Tenant shall pay Owner an amount
    ("Expense Escalation") equal to the product of the Multiplication
    Factor multiplied by one (1) cent for each one (1) cent that
    the Rate exceeds the Base Rate, appropriately adjusted for any
    such period which is only partially within the term hereof. The









    termination of this lease.  Notwithstanding the foregoing,  if, by reason of
    any law, or any rule,  order,  regulation or requirement of any governmental
    or   quasi-governmental   authority   having   or   asserting   jurisdiction
    (collectively,  the  "Restrictions"),  an increase in the Rate is reduced or
    does not take effect,  or  increases in the Rate are limited or  prohibited,
    then, for the period of the Restrictions (the  "Restrictions  Period"),  the
    applicable  increase  (the  "Increase")  in the  Rate for  purposes  of this
    Article  shall be the  Increase in the Rate  ("Prior  Increase")  which most
    immediately  preceded the effective date of the  Restrictions.  The Increase
    shall take effect on the date following the expiration of the period for the
    Prior  Increase  and an  equivalent  Increase  shall  take  effect  on  each
    anniversary of such effective date during the Restriction Period.

    C. Each notice given by Owner pursuant to
    Paragraph B of this  Article  shall be binding  upon Tenant  unless,  within
    ninety (90) days after its receipt of such notice,  Tenant notifies Owner of
    its disagreement therewith, specifying the portion thereof with which Tenant
    disagrees.  Pending  resolution  of  such  dispute,  Tenant  shall,  without
    prejudice  to its  rights,  pay all  amounts  determined  by Owner to be due
    subject to refund or credit by Owner  (without  interest)  upon any contrary
    determination.

    D.  Owner's  failure  to  timely  bill  all or any  portion  of the  Expense
    Escalation  (or any increase  therein) for any period or periods  during the
    term hereof (whether because of a failure to timely  consummate an Agreement
    or because of an error or oversight  of Owner or its  managing  agent or for
    any  other  reason)  shall  not  constitute  a waiver  of  Owner's  right to
    ultimately collect such amount, nor a waiver of Owner's right to bill Tenant
    at any  subsequent  time  retroactively  for the entire  amount so untilled,
    which untilled  amount shall be payable by Tenant within ten (10) days after
    Tenant is so billed.

    E. Any  payments  due under this  Article for any period of less than a full
    calendar year or a full calendar month shall be equitably prorated. Tenant's
    obligation  to make any payments  pursuant to this Article shall survive the
    expiration or sooner termination of this lease,

    F. Nothing  contained in this Article shall be construed so as to reduce the
    Base Rent below the sum set forth in this lease, plus any increases therein,
    pursuant to any provisions of this lease.

    G. Upon request of Owner, Tenant shall execute an agreement supplementary to
    this lease confirming any Expense  Escalations due pursuant to this Article,
    but such  amounts  shall be due and payable  regardless  of whether any such
    supplementary agreement is executed.

    40. IMPOSITIONS. A. For the purposes of this lease
    the following terms shall have the following meanings: (i)
    "Impositions" shall mean and include all real estate taxes, water
    and sewer rents, rates and charges, all assessments and levies
    attributable or payable to any business improvement or similar
    district in which the Building is located and all other
    governmental and quasi-governmental fees, charges and

    : ~









    Impositions  shall be deemed to include income taxes assessed against Owner,
    capital levy, franchise,  estate, succession,  inheritance or transfer taxes
    of Owner;  provided,  nevertheless,  that if at any time  during the term of
    this lease the present method of taxation or assessment  shall be changed so
    that  in lieu of or in  addition  to the  whole  or any  part of the  taxes,
    assessments or other charges now levied,  assessed or imposed on real estate
    or the  improvements  thereon,  there  shall be levied,  assessed or imposed
    wholly or  partially  a  franchise  tax,  capital  levy or other tax on real
    estate  as such,  or on the use and  occupancy  thereof,  or on the rents or
    income derived therefrom, or if any such tax or charge, or any part thereof,
    howsoever called,  shall be measured by or based on the Building or the Land
    or the rents or income derived therefrom,  then all such taxes, assessments,
    levies or charges or the part  thereof so  measured or based shall be deemed
    to be  included  within the  definition  of the term  "Impositions"  for the
    purpose of this  lease,  to the extent that such tax would be payable if the
    Building and the Land were the only  property of Owner  subject to such tax;
    (ii) "Base Tax Yeari'  shall mean the period  comprised  of the twelve  (12)
    full calendar months ending June 30, 1998; and (iii)  "Tenant's  Percentage"
    shall mean 0.46~; Tenant hereby acknowledges the fact that, and agrees that,
    Tenant's  Percentage  is greater  than the  relationship  between the actual
    measurable size of the demised premises and the size of the Building.

    B. If the Impositions,  or any item thereof,  for or allocable to any fiscal
    tax year,  or any part  thereof,  subsequent  to the Base Tax Year  shall be
    greater  than the  amount of such  Impositions  (or such item  thereof),  as
    finally  determined,  due and payable for or allocable to the Base Tax Year,
    whether  by reason  of an  increase  either in the tax rate or the  assessed
    valuation,  or both,  or by reason of the levy,  assessment or imposition of
    any tax on real  estate or rents not now  levied,  or for any other  reason,
    Tenant  shall pay and hereby  covenants  to pay Owner,  as  additional  rent
    hereunder,  an amount  equal to Tenant's  Percentage  of the increase in the
    amount  of such  Impositions  or any item  thereof,  over the  corresponding
    Impositions,  or any item  thereof,  paid or payable for or allocable to the
    Base Tax Year, at least thirty (30) days prior to the date on which any such
    Imposition or installment  thereof is due and payable or, at Owner's option,
    on a  monthly,  quarterly  or  semi-annual  basis  within  twenty  (20) days
    following the rendition of a bill by Owner.  Upon Tenant's  request therefor
    Owner shall provide  Tenant with a copy of the bill rendered to Owner by the
    taxing authority. If a final determination in legal proceedings shall reduce
    Impositions  for the  Base  Tax  Year,  the  reduced  amount  thereof  shall
    thereafter  determine  the  amount  of  additional  rent  payable  by Tenant
    pursuant  to this  Paragraph  B and,  in such  event,  the  additional  rent
    theretofore  paid  by  Tenant  in  respect  of  such  Impositions  shall  be
    recomputed on the basis of such reduction and Tenant shall pay Owner, within
    twenty (20) days after being billed  therefor,  any  deficiency  between the
    amount of such  additional  rent as  theretofore  computed  and paid and the
    amount thereof due as a result of such  recomputation.  If any tax exemption
    or  abatement,  in whole  or in  part,  shall  be  granted  or be or  become
    effective with respect to the Building  and/or the Land, or any part thereof
    or unit (or subdivision) therein, by reason of the ownership or any interest
    in or occupancy of the Buildina and/nr the T.=n~ ^' are, ~,_. -~^ - ~^=









    extent as if no such  exemption  or  abatement  had been  granted  or become
    effective.  In the case of any such  exemption or abatement,  any statement,
    certification  or bill  issued  by the  taxing  authority,  or any  official
    thereof,  indicating the amount of Impositions which would be payable during
    any period if such  exemption or abatement had not been granted,  or had not
    become  effective,  shall be  conclusive  upon the  parties  hereto  for the
    purpose of computing Tenant's Percentage of any increase in Impositions over
    the Base Tax Year. The additional  rent payable by Tenant under this Article
    for the final  lease  year shall be  prorated  on the basis of the number of
    days within the  applicable  fiscal tax year falling within the term of this
    lease and such obligation shall survive the expiration or sooner termination
    of the term of this lease.

    C. If Owner shall file any application or
    institute  any action or conduct any  negotiation  either  before or after a
    valuation is assessed for a reduction of the assessed  valuation of the Land
    or any part thereof  and/or the  Building or any part  thereof  and/or shall
    prosecute any proceeding or action (including appeals) in pursuance thereof,
    or shall  compromise  and settle the same on such terms as Owner in its sole
    judgment shall deem proper, there shall be charged against Tenant,  Tenant's
    Percentage of the expenses (including,  without limitation,  attorneys' fees
    and expenses and appraisers'  fees) incurred by Owner in connection with any
    such  application,  proceeding,  action,  appeal or  negotiation.  If, after
    Tenant  shall have made a payment  of  additional  rent under this  Article,
    Owner shall receive a refund of any portion of the Impositions on which such
    payment  shall  have  been  based as the  result  of any  such  application,
    proceeding,  action or appeal, Owner shall pay Tenant Tenant's Percentage of
    the  refund.  Nothing in this  Article  shall be deemed or be  construed  to
    require Owner to pay to Tenant any portion of a refund of  Impositions  paid
    to Owner during or in respect of the Base Tax Year or to reflect a reduction
    in the amount of  Impositions  to a level below  those in effect  during the
    Base Tax Year,  or during any period  Tenant shall be in default  hereunder.
    Tenant shall not institute tax reduction, certiorari or other proceedings to
    reduce the assessed value of the Land, the Building or any part of either of
    them,  it being  expressly  understood  and agreed  that only Owner shall be
    eligible to institute such proceedings.

    D. Tenant shall also pay Owner,  within  twenty (20) days after being billed
    therefor  and as  additional  rent for the year in which  the same  shall be
    payable by Owner, an amount equal to Tenant's  Percentage of any assessments
    or installment  thereof for public betterments or improvements  (whether the
    same shall have been  commenced or completed  prior to or  subsequent to the
    date of this lease) which may be levied upon the Land and/or the Building, a
    description of which betterments and improvements shall accompany such bill.
    Owner,  if permitted  to do so under any  mortgage(s)  encumbering  the Land
    and/or the Building,  may take the benefit of the  provisions of any statute
    or ordinance permitting any such assessment to be paid over a period of time
    and, in such case, Tenant shall be obligated to pay only Tenant's Percentage
    of the  installments  of any such  assessments  which become due and payable
    during  the  term  of  this  lease;   and  such  additional  rent  shall  be
    appropriately prorated for the final lease year-of the term of this lease.









    Saturdays,  Sundays or on holidays  between May 1st and October 10th,  Owner
    will furnish same at Tenant's expense,  provided that same shall be provided
    in minimum increments of four (4) hours. The electric consumption of the air
    conditioning  and  mechanical  ventilation  to be  provided  in the  demised
    premises  under this Article shall be governed by the  provisions  governing
    electrical  usage in the  demised  premises  set forth in Article 38 hereo..
    Owner shall maintain the air conditioning  equipment of the Building in good
    working  condition  throughout  the term hereof.  Tenant  agrees to keep and
    cause to be kept  closed  all  windows  in the  demised  premises  and doors
    leading to the demised premises while the air  conditioning  equipment is in
    operation  and likewise to lower and close the blinds when  necessary due to
    the sun's  position and Tenant  agrees at all times to cooperate  fully with
    Owner  and to abide by all  regulations  and  requirements  which  Owner may
    prescribe  for  the  protection  of  and  proper   functioning  of  the  air
    conditioning system at its optimum potential.  Owner, throughout the term of
    this lease, shall have free and unrestricted  access to all air conditioning
    equipment  and  facilities  in the demised  premises and Owner  reserves the
    right to interrupt,  curtail,  stop or suspend air conditioning service when
    necessary by reason of accident or for repairs,  alterations or improvements
    which are, in the judgment of Owner,  desirable or necessary to be made,  or
    by reason of the difficulty or unavailability in securing supplies or labor,
    strikes, or for any other causes beyond Owner's control,  whether such other
    causes be similar or dissimilar to those hereinabove specifically mentioned.
    Furthermore,  Owner reserves the right,  at any time  throughout the term of
    this lease,  to modify,  change,  reconstruct or alter the air  conditioning
    system or any portion  thereof,  and the risers,  pipes,  ducts and conduits
    used in connection  therewith,  without  affecting the obligations of Tenant
    hereunder or incurring any liability to Tenant therefor.

                               , ~ ~_--~ TV ~= ~=,,llsed

    42. INDEMNITY.  From and after the date Tenant enters into possession of the
    demised premises Tenant hereby assumes, except as herein otherwise provided,
    the sole responsibility for the condition, operation, management and control
    of the demised  premises,  and hereby  covenants and agrees to indemnify and
    hold Owner and its  agents  and  employees  harmless  (except  for injury or
    damage resulting from the negligence of Owner, its agents or employees) from
    and against all claims, actions,  judgments,  damages, liability or expense,
    including reasonable  attorneys' fees and disbursements,  in connection with
    damage to property or injury or death to persons, arising from or out of the
    use,  alteration,  occupation,  management,  possession  or  control  of the
    demised  premises,  or occasioned  wholly or in part by any act, omission or
    other  wrongful  act  of  Tenant,   its  agents,   employees,   contractors,
    subtenants, invitees, licensees and the like, or any breach by Tenant of its
    obligations under this lease.

    In case  Owner,  without  fault  on its  part,  shall be made a party to any
    litigation  commenced  against  Tenant,  Tenant shall protect and hold Owner
    harmless  and  shall  pay  all  costs  and  expenses,  including  reasonable
    attorneys' fees and  disbursements,  incurred or paid by Owner in connection
    with such litigation.  Upon request by Owner, Tenant shall resist and defend
    any such  action or  proceeding  by  counsel  chosen by Tenant  who shall be
    reasonably satisfactory to Owner. Tenant or its counsel shall
     keep Owner fully apprised at alltimes of the status of such defense.

     43. Notice of Damage. Tenant shall give prompt notice to Owner of any fire,
accident,  loss  or  damage  or  dangerous  or  defective  condition  materially
affecting  the  demised  premises  or any part  therof or the  fixtures or other
property of Owner  therin of which Tenant has any  knowledge.  Such notice shall
not,  however,  be deemed or  construed to impose upon Owner any  obligation  to
perform any work to be  performed  by Tenant  under this lease or not  otherwise
hereunder undertaken to be performed by Owner.

 44. ASSIGNMENT SUBLETTING.
    hereby amended in the following respects:

    Article 11 hereof is

    Provided  this  lease is then in full  force and effect and Tenant is not in
    default hereunder.

    A. (1) If Tenant  desires  to  assign  this  lease or to  sublet  all of the
    demised  premises,  and shall have obtained a proposed assignee or subtenant
    upon terms satisfactory to Tenant, Tenant shall submit to Owner in writing a
    request for Owner's  consent,  together  with:  (i) the name of the proposed
    assignee  or  subtenant;  (ii) the  terms  and  conditions  of the  proposed
    assignment  or  subletting;  (iii) the nature and  character of the business
    which the proposed assignee or subtenant  proposes to conduct in the demised
    premises; (iv) current financial statements and banking and other references
    of such  proposed  assignee  or  subtenant;  and (v) such other  information
    concerning  such proposed  assignment or subletting as Owner may  reasonably
    request.

    (2) Owner shall thereupon have the right and option,  which may be exercised
    within thirty (30) days following Owner's receipt of Tenant's aforementioned
    request for Owner's consent and documentation,  to cancel and terminate this
    lease  effective  as of the date  proposed by Tenant of such  assignment  or
    subletting,  by giving notice to Tenant within the aforesaid thirty (30) day
    period of  Owner's  election  so to do.  If Owner  shall  exercise  its said
    option, Tenant shall vacate and surrender the demised premises in the manner
    prescribed  in  Article 22 hereof on or before  the  effective  date of such
    termination,  all  rents,  additional  rents  and  other  charges  shall  be
    apportioned as of said date and Tenant's obligation in respect thereof shall
    survive the  termination  of this lease.  Owner shall  thereupon  be free to
    lease the demised  premises  and/or  other space in the Building to Tenant's
    prospective assignee or subtenant.  If Owner shall exercise its said option,
    Owner shall have no liability to Tenant in such event.

    B. (1) If Owner shall not exercise its  aforesaid  option to terminate  this
    lease pursuant to Paragraph A of this Article, and provided Tenant shall not
    then be in default  under this lease  beyond  any  applicable  cure  period,
    Owner's consent to any such proposed  assignment or subletting  shall not be
    unreasonably withheld if Owner, in its reasonable  discretion,  is satisfied
    as to the reputation and financial  responsibility  of the proposed assignee
    or subtenant, that the business of the proposed assignee or subtenant is and
    will be conducted in the demised  premises in a manner  consistent  with the
    character  and  reputation  of the  Building  and is for  administrative  or
    executive  use  for  another   responsible   professional  use  or  business
    acceptable to Owner.  Notwithstanding  the foregoing,  however, if Owner, in
    its  reasonable  discretion  is  dissatisfied  with the type of  business or
    profession,  or the reputation or financial  responsibility  of the proposed
    assignee  or  subtenant,  or is of the  opinion  that  the  business  of the
    proposed  assignee  or  subtenant  is not  consistent  with or  will  not be
    conducted in a manner consistent with the character and reputation of the

      -.     .,,   -









    assignee or subtenant. If Owner's sole objection to a prospective subletting
    is the form of the proposed sublease agreement, Owner shall inform Tenant of
    the nature of Owner's  objection(s)  and if Tenant  revises  the form of the
    sublease agreement so as to fully satisfy Owner's objection(s),  Owner shall
    consent to the subletting.

    (2) It shall not be deemed unreasonable if
    Owner  withholds  its consent to an  assignment or subletting of the demised
    premises for any of the following reasons:

    (a) if the effective date of the proposed
    assignment or subletting occurs during the last 6
    months of the term of the lease;

    (b) if the  proposed  assignee or  subtenant  is a tenant or occupant of the
    Building  or a  subsidiary,  division  or  affiliate  of any such  tenant or
    occupant of the Building,  or is a party with whom Owner is then negotiating
    to lease space in the Building;

    (c) if the  proposed  assignment  or  subletting  is for use of the  demised
    premises  or any  part  thereof  as an  auction  room,  public  stenographic
    service,  political  campaign office, or governmental  (foreign or domestic)
    agency,  department or office,  labor union offices or hiring hall, dance or
    music modeling or art studio, radio or television broadcasting  transmission
    activities,  sound  recording  studio,  talent or  audition  agency,  travel
    agency,  airline ticket office,  personnel or employment agency,  gymnasium,
    real  estate  brokerage  business,  restaurant  or  other  place  of  public
    assembly,  barber  shop,  beauty  salon,  doctors' or dentists'  office,  or
    messenger service;

    (d) if the proposed  subletting is for less than all of the demised premises
    (and any such partial  subletting  shall be deemed a material breach of this
    lease); or

    (e) if the proposed  subletting  shall be at a rental rate that is more than
    two ($2.00)  dollars per rentable square foot less than the rental rate then
    being charged by Owner for comparable space in the Building.

    (3) If Owner shall grant its consent to a
    proposed  assignment of this lease or  subletting  of the demised  premises,
    such consent and the  effectiveness  of any such  assignment  or  subletting
    shall  nevertheless be conditioned  upon Tenant complying with the following
    conditions:  (a) in the  case of an  assignment,  the  assignee  shall  duly
    assume,  directly for the benefit of Owner, all of the obligations of Tenant
    hereunder  and  shall  cause  a  written   assumption   agreement  (in  form
    satisfactory  to  Owner)  to be  delivered  to  Owner;  and (b) a  duplicate
    original of the executed assignment and assumption agreement~or sublease, as
    the case may be, shall be delivered to









    treated as a nullity and of no force or effect whatsoever against
    Owner.

    C. Every assignment of this lease or subletting hereunder shall be expressly
    subject to the condition and restriction that the assigned lease or sublease
    shall not be assigned,  encumbered or otherwise transferred or the subleased
    premises  further  sublet by the  sublessee in whole or in part,  or without
    first complying with all of the provisions of this Article. Every subletting
    hereunder shall he subject to hereunder

                                       ~ ,~ the
    express  condition,  and by accepting a sublease  hereunder  each  subtenant
    shall be  conclusively  deemed to have agreed,  that if this lease should be
    terminated  prior to the expiration  date herein set forth or if Owner shall
    succeed to Tenant's estate in the demised premises, then at Owner's election
    the subtenant shall attorn to and recognize  Owner as the subtenant's  owner
    under the sublease,  any  provision of law to the contrary  notwithstanding;
    and the subtenant shall promptly execute and deliver to Owner any instrument
    Owner may reasonably request to evidence such attornment, and each subtenant
    shall conclusively be deemed to have appointed Owner its attorney-in-fact to
    execute  and  deliver  any  such  certificate  for  and on  behalf  of  such
    subtenant.

    D. Tenant shall reimburse Owner on demand for the
    amount of any reasonable attorneys' fees and disbursements (other
    than fees and disbursements of Owner's in-house counsel),
    reasonable architectural and engineering fees and other costs
    incurred by Owner in acting upon any proposed assignment or
    subletting by Tenant, including fees and costs incurred by Owner
    in preparing the demised premises in every respect for such
    assignee's or subtenant's occupancy, whether before or after
    Owner's consent is granted and whether or not Owner's consent is
    granted. ~

    E.  Notwithstanding  any  assignment  and  assumption by the assignee of the
    obligations of Tenant  hereunder or subletting of the demised  premises,  or
    the consent of Owner thereto, the Tenant herein named, and each immediate or
    remote  successor  in  interest of the Tenant  herein  named,  shall  remain
    liable, jointly and severally (as a primary obliger),  with its assignee and
    all  subsequent  assignees  for  the  performance  of  Tenant's  obligations
    hereunder  and,  without  limiting the  generality of the  foregoing,  shall
    remain fully and directly  responsible  and liable to Owner for all acts and
    omissions  on the part of any  assignee  subsequent  to it in  violation  or
    breach of any of Tenant's obligations under this lease.

    F. If Tenant shall receive any consideration  from its assignee or subtenant
    for or in  connection  with the  assignment  of this  lease or a  subletting
    permitted  hereunder,  or if Tenant  shall  sublet the  demised  premises to
    anyone for rents  which for any period  shall  exceed the Base Rent  payable
    under this lease during the term of the  sublease,  Tenant shall  account to
    Owner therefor and shall pay over to Owner,  as additional  rent  hereunder,
    fifty (50%) percent of such  consideration  or excess amount within ten (10)
    days after such consideration or excess amount is payable to Tenant.

                 ~ - G. If Tenant is a corporation, any sale,

               :: Q =; tareCal   ~ __ _ ~ C _ _ ~ _ ~ ~

















    H. Tenant  agrees  that in  connection  with any  assignment  or  subletting
    hereunder,  Tenant shall be solely responsible for any alteration work to be
    done in connection  therewith and such  alterations  shall only be permitted
    upon  compliance  with the terms,  covenants  and  provisions  of this lease
    relating to alterations.

    I. Except as expressly modified by this Article,
    all of the terms and provisions of Article 11 hereof shall remain
    in full force and effect.

    45. ARBITRATION OF DISPUTES. A. All questions,
    issues and disputes arising under or in connection with this
    lease which cannot be resolved by Owner and Tenant acting alone
    shall be resolved or settled by arbitration in the Borough of
    Manhattan, City and State of New York, in accordance with the
    rules then obtaining of the American Arbitration Association,
    governing commercial arbitration.

    ARBITRATION OF DISPUTES. A

    B. The expenses of arbitration  shall be shared equally by Owner and Tenant,
    but each party shall pay and be separately  responsible  for its own counsel
    and witness fees. Owner and Tenant agree to sign all documents and to do all
    other things  necessary  to submit any  question,  issue or dispute  arising
    hereunder or in connection herewith to arbitration and further agree to, and
    hereby do,  waive any and all rights  they or either of them may at any time
    have to revoke their  agreement  hereunder to submit to  arbitration  and to
    abide by the decision rendered thereunder and agree that a judgment or order
    may  be  entered  in  any  court  of  competent  jurisdiction  based  on  an
    arbitration award (including the granting of injunctive  relief) but nothing
    contained  herein or  otherwise  shall  prevent,  delay or impede Owner from
    bringing  any action at law or in equity in any court or before any tribunal
    of-competent jurisdiction against Tenant or otherwise in connection with any
    breach of or default under this lease by Tenant.

    C. The  arbitrators  shall have the right to retain and consult  experts and
    competent authorities skilled in the matters under arbitration, but any such
    consultation  shall be made in the  presence of both Owner and Tenant,  with
    full right on their part to cross-examine such experts and authorities.  The
    arbitrators shall render their decision and award not later than thirty (30)
    days after the appointment of the third arbitrator. Their decision and award
    shall be in writing and  counterpart  copies  thereof  shall be delivered to
    Owner and Tenant.  In rendering  their decision and award,  the  arbitrators
    shall  have no power to modify or in any  manner  alter or reform any of the
    provisions of this lease, and the jurisdiction of the arbitrators is limited
    accordingly.

    D. Neither invocation of the right to arbitrate a question, issue or dispute
    or the  commencement  of  arbitration  shall in any way delay or vitiate the
    obligation of Tenant, hereby confirmed, to perform each and every one of its
    obligations hereunder,  including,  without limitation its obligation to pay
    when due all rent, additional rent and other charges specified herein and to
    observe all of its  covenants  herein  contained.  Any action or  proceeding
    which may be brought by Owner by Summary  Proceedings is hereby specifically
    excluded from being .ql]h4.=r~ ~m ant; -~. 4 ~ _~ :_ _~ . ~









    from and  against  any and all  claims,  demands or  judgments  (and for all
    expenses,  including but not limited to counsel fees and expenses,  incurred
    by  Owner  in  connection  therewith)  for any  commissions,  fees or  other
    compensation  of any kind by or in favor of any broker or other  party other
    than  Williamson,   Picket,   Gross,  Inc.  claiming  to  have  brought  the
    availability  of the demised  premises to the  attention of Tenant and/or to
    have  exhibited  the  demised  premises to Tenant or any  representative  of
    Tenant and/or claiming to have acted in any capacity as a broker in bringing
    about this lease or the transaction  contemplated hereby. In case any action
    or proceeding shall be instituted  against Owner for the payment of any such
    commissions,  fees or other  compensation to any broker or other party other
    than Williamson,  Picket, Gross, Inc. upon notice from Owner and at Tenant's
    sole  expense,  shall resist and defend such action or proceeding by counsel
    chosen by and paid for by Tenant,  who shall be reasonably  satisfactory  to
    Owner,  and Owner  shall also have the  right,  but not the  obligation,  to
    participate  in the defense of any such action or  proceeding  by counsel of
    its own choice paid for by Owner.

    47. OWNER'S ALTERATIONS.  Tenant understands and acknowledges that Owner may
    alter,  restore and/or  renovate the entrance lobby and/or other portions of
    the Building (exclusive of the demised premises,  except as herein otherwise
    expressly  set  forth)  and  that  such  alterations,   restoration   and/or
    renovation or other work in the Building (including,  without limitation the
    temporary  relocation of the entrance to the Building) may result in certain
    inconveniences  or  disturbances  to  Tenant  and  other  occupants  of  the
    Building.  Tenant  agrees  that the  performance  of any such work shall not
    constitute  or be deemed to be a  constructive  eviction or be grounds for a
    termination of this lease or the term hereof,  nor shall the same in any way
    affect the obligations of Tenant under lease, including, without limitation,
    the obligation to pay the rents herein  reserved or give Tenant the right to
    claim  damages or any matter or thing  from  Owner or  Owner's  agent(s)  or
    contractor(s).

    Owner shall have the right,  in its sole judgment,  from time to time during
    the term of this lease, to modify and change: (i) which particular elevators
    shall serve particular  floors;  (ii) the number of elevators that serve any
    particular  floor  or  group  of  floors;  (iii)  which  elevators  shall be
    passenger  elevators and which elevators shall be freight  elevators or part
    one and part the other;  and (iv)  whether  any  elevators  be  manually  or
    automatically  controlled;  and to make any and all alterations which may be
    necessary  to  effect  all or any of the  foregoing  without  affecting  the
    obligations  of  Tenant  hereunder  or  incurring  any  liability  to Tenant
    therefor,  provided  that one (1)  elevator  serving  the floor on which the
    demised premises are located shall be in service at all times.

    48. SUBORDINATION. ATTORNMENT. A. Tenant hereby
    acknowledges that as of the date hereof Owner is not the owner of
    the entire Building but rather the owner of the condominium unit
    in which the demised premises is located and the lessee of the
    balance of the Building. This lease is subject and subordinate
    to the declaration of condominium now affecting the Building and
    the Land (as same may be amended from time to time; the
    "Declaration"), all ground or underlying leases and all mortgages

    subordination,  Tenant  shall  execute  promptly any  certificate  Owner may
    request.  Owner hereby represents that to its knowledge consummation of this
    lease will not conflict  with the  Declaration  and that it has not received
    any notice of default under the Declaration.  Owner agrees to use reasonable
    efforts to obtain  non-disturbance  agreements from holders of any mortgages
    which may now or hereafter affect the leases  hereinbefore  described or the
    real property of which the demised premises are a part (such non-disturbance
    agreements  to be in form and  content  satisfactory  to the holders of such
    mortgages)  but the failure or  inability  of Owner to obtain same shall not
    affect this lease or Tenant's obligations hereunder.

    B. Tenant  covenants  and agrees that, if by reason of a default on the part
    of Owner, as lessee under any ground or underlying lease, in the performance
    of any of the terms or provisions of such ground or  underlying  lease,  for
    any other reason of any nature  whatsoever,  such ground or underlying lease
    and the  leasehold  estate of Owner as lessee  thereunder  is  terminated by
    summary  proceeding or otherwise,  or if such ground or underlying lease and
    such leasehold estate is terminated through foreclosure  proceedings brought
    by the holder of any  mortgage to which such ground or  underlying  lease is
    subject  or  subordinate,  or in case  of any  foreclosure  of any  mortgage
    affecting the real property of which the demised premises is a party, Tenant
    will  attorn to the lessor  under  such  ground or  underlying  lease or the
    purchaser  in such  foreclosure  proceedings,  as the case may be,  and will
    recognize  such lessor or such purchaser as Tenant's owner under this lease,
    unless the lessor under such ground or underlying lease or the holder of any
    such mortgage in any such proceedings shall elect in connection therewith to
    terminate  this  lease and the  rights of  Tenant to the  possession  of the
    demised premises.  Tenant agrees to execute and deliver at any time and from
    time to time, upon the request of Owner, the lessor under any such ground or
    underlying  lease, or such mortgagee or purchaser,  any instrument which may
    be necessary or appropriate to evidence such attornment.  Such attornment by
    Tenant shall contain,  among other things,  provisions to the effect that in
    no event  shall  such  lessor,  mortgagee  or  purchaser,  as owner:  (i) be
    obligated to repair, replace or restore the Building or the demised premises
    in the event of damage or  destruction,  beyond such repair,  replacement or
    restoration  as can be  reasonably  accomplished  from the net  proceeds  of
    insurance  actually  received by or made  available  to such owner;  (ii) be
    responsible  for any  previous  act or  omission  of the owner or the tenant
    under such  ground or  underlying  lease or for the  return of any  security
    deposit  unless  actually  received by such  owner;  (iii) be subject to any
    liability or offset  accruing to Tenant against Owner;  (iv) be bound by any
    previous modification or extension of this lease unless previously consented
    to; or (v) be bound by any previous prepayment of more than one month's rent
    or other charge. Tenant further waives the provisions of any statute or rule
    of law now or  hereafter  in effect which may give or purport to give Tenant
    any right of election to terminate this lease or to surrender  possession of
    the demised premises in the event such ground or underlying lease terminates
    or any such summary  proceeding or foreclosure  proceeding is brought by the
    lessor under any such ground or  underlying  lease or the holder of any such
    mortgage, and agrees that, unless and until any such lessor under No Huh









    office use rubbish and refuse and the general cleaning services performed by
    Owner in the Building.  Notwithstanding the foregoing, however, Tenant shall
    pay Owner the cost of removal of all of Tenant's  refuse and rubbish that is
    in excess of such normal  executive  office use, such as large quantities of
    refuse,  as well as cartons,  boxes,  crates,  packing cases,  furniture and
    furnishings,  filing  cabinets,  etc.  Tenant  shall,  at its sole  cost and
    expense,  comply with all present and future laws, orders and regulations of
    all  state,   federal,   municipal  and  local   governments,   departments,
    commissions  and boards  regarding the collection,  sorting,  separation and
    recycling  of waste  products,  garbage,  refuse  and  trash  (collectively,
    "Refuse").  Tenant shall sort and separate  Refuse into such  categories  as
    required by law and shall place such sorted  Refuse in separate  receptacles
    reasonably  approved by Owner.  Owner may refuse to remove  Tenant's  Refuse
    that is not separated and sorted as required by law.

    50.  OTHER  SERVICES.   Tenant  shall  pay  Owner's  customary  charges  (as
    additional  rent)  within  fifteen  (15) days of receipt of Owner's  invoice
    therefor,  for any and all maintenance  and/or repair work done by Owner for
    Tenant,  at Tenant's  request,  but nothing  contained  herein  shall in any
    manner or to any degree obligate Owner to do any such  maintenance or repair
    work.

    51. FEES AND EXPENSES. Whenever any default by Tenant causes Owner to engage
    an attorney and/or incur any other expenses, Tenant agrees that it shall pay
    such reasonable fees and expenses within twenty (20) days after being billed
    therefor as additional rent.

    52. LATE  CHARGE.  If during the term of this lease Tenant shall fail to pay
    Base Rent,  additional rent or any other charge due or payable  hereunder or
    in  connection  herewith  within  ten (10) days  after  same is first due or
    payable,  Tenant  agrees to pay to Owner:  (i) as and for  agreed  upon late
    charges (and not a penalty) on account of Owner's additional administrative,
    accounting and overhead costs attributable to Tenant's delinquency, five (5)
    cents for each dollar that is not timely  paid;  and (ii) an amount equal to
    the lower of: (a) 23% per annum;  or (b) the highest rate  permitted by law,
    on the  amount  not paid  when  due,  from the due  date  until  the date of
    payment.  All amounts  payable to Owner  pursuant to this  Article  shall be
    considered  additional rent.  Nothing contained in this Article or otherwise
    is  intended  to grant  Tenant any  extension  of time in respect of the due
    dates for any payments  under this lease,  nor shall same be construed to be
    in  limitation  of or in  substitution  for any other  rights,  remedies  or
    privileges  available  to Owner  under  this  lease,  at law,  in  equity or
    otherwise.

    53. BILLS INVOICES OR STATEMENTS. All bills, invoices or statements rendered
    to Tenant  pursuant to the terms of this lease shall be deemed  binding upon
    Tenant and  determined  by Tenant to be correct in all respects  if,  within
    ninety (90) days after its receipt of same, Tenant fails to notify Owner, in
    writing, that it disputes such bills, invoices or statements.

    54. ADDITIONAL RENT. In addition to the Base Rent,
    all other payments required to be paid by Tenant hereunder shall
    be deemed-to be additional rent, whether or not the same shot ~ h"









    additional  listings on the  directory  board in the lobby of the  Building,
    except  that no name  shall be listed on the  directory  board that is not a
    person or entity  directly  related  to or  associated  with  Tenant  and an
    occupant of the demised premises.

    56.  ESTOPPEL  CERTIFICATES.  At any  time,  and from  time to time,  within
    fifteen (15) days after  written  demand  therefor,  Tenant  shall  execute,
    acknowledge and deliver to Owner,  without charge, a statement  addressed to
    Owner  (and/or  such  other  persons  or  parties  as Owner  shall  require)
    certifying  that this lease is unmodified  and in full force and effect (or,
    if there have been modifications, that the same is in full force and effect,
    as modified,  and stating the  modifications),  certifying the date to which
    the Base Rent and additional  rents have been paid,  and stating  whether or
    not Owner is in default in performance of any of its obligations  under this
    lease, and if so,  specifying each such default,  it being intended that any
    such statement  delivered  pursuant  thereto may be relied upon by Owner and
    others with whom Owner may be dealing.

    57.  LIMITATION OF  LIABILITY.  Notwithstanding  anything  contained in this
    lease or at law or in equity to the  contrary,  it is expressly  understood,
    acknowledged  and  agreed by  Tenant  that  there  shall at no time be or be
    construed as being any  personal  liability by or on the part of Owner under
    or in  respect of this lease or in any wise  related  hereto or the  demised
    premises;  it being further understood,  acknowledged and agreed that Tenant
    is accepting  this lease and the estate  created  hereby upon and subject to
    the understanding  that it shall not enforce or seek to enforce any claim or
    judgment or any other matter, for money or otherwise, personally against any
    officer,  director,  member,  stockholder,  partner, principal (disclosed or
    undisclosed), representative or agent of Owner, but shall look solely to the
    equity of Owner in the  condominium  unit in which the demised  premises are
    located,  and not to any other assets of Owner,  for the satisfaction of any
    and all  remedies or claims of Tenant in the event of any breach by Owner of
    any of the terms,  covenants  or  agreements  to be performed by Owner under
    this lease or otherwise; such exculpation of any officer,  director, member,
    stockholder,  partner, principal (disclosed or undisclosed),  representative
    or agent of Owner from personal liability as set forth in this Article to be
    absolute, unconditional and without exception of any kind.

    If Tenant  shall at any time  claim  that Owner  unreasonably  withheld  its
    consent to any act to which Owner has agreed  hereunder not to  unreasonably
    withhold  its  consent,  Owner's  sole  obligation  or  liability  to Tenant
    therefor shall be to consent thereto if Tenant prevails  against Owner in an
    arbitration  commenced  in  accordance  with the  provisions  of  Article 45
    hereof,  and Tenant  hereby waives and  relinquishes  any and all claims for
    damages or other compensation by reason thereof.

    58.  RESTRICTIONS  ON RENTS.  If at the  commencement  of, or at any time or
    times  during  the term of this  lease,  the Base Rent or  additional  rents
    reserved  in this  lease  shall  not be fully  collectible  by reason of any
    Federal,  State, County or City law, proclamation,  order or regulation,  or
    direction of any public officer or body pursuant to law,  Tenant shall enter
    into such agreement(s) and take such other steps as Owner may request









    permissible,  an  amount  equal to the  rents  which  would  have  been paid
    pursuant to this lease but for such legal rent  restriction,  less the rents
    paid by Tenant to Owner during the period(s) such legal rent restriction was
    in effect.

    59.  BEE~RUd3IL[IX.  If any of the terms or  provisions of this lease or the
    application  thereof shall be held invalid or otherwise  unenforceable,  the
    remaining  terms and provisions of this lease andtor the application of such
    term(s) or  provision(s)  to persons  or  circumstances  other than those to
    which the same were held  invalid  or  unenforceable  shall not be  affected
    thereby  and  shall  remain  in full  force  and  effect,  and each term and
    provision of this lease shall be valid and enforceable to the fullest extent
    permitted by law.

    60.  INTERPRET,~]ON  OF LEASE.  In the  event of any  conflict  between  the
    printed portions of this lease and the typewritten  provisions or this Rider
    forming a part  hereof,  the  typewritten  provisions  of this  Rider  shall
    control.

    61. INSURANCE. Supplementing the provisions of
    Article 8 hereof;

    Tenant  hereby  covenants and agrees to indemnify and hold Owner (which term
    as used in this  Article  and  Article a shall  include  Owner's  employees,
    agents, partners, officers, members,  shareholders and directors, whether or
    not  disclosed)  harmless  from and  against  any and all  claims,  actions,
    judgments, damages, liabilities and expenses, including (without limitation)
    reasonable attorneys,  fees, in connection with damage to property or injury
    or death to persons, or any other matters (except for injury,  damage, death
    or other  matters  resulting  from the  negligence  of Owner,  its agents or
    employees),  arising  from or out of the use, or  occupation  of the demised
    premises or the  execution of this lease.  If Owner shall be made a party to
    any litigation  commenced against Tenant, then Tenant shall protect and hold
    owner  forever  harmless and shall pay all  reasonable  costs and  expenses,
    including (without limitation) reasonable attorneys' fees and disbursements,
    incurred or paid by Owner in connection with such litigation.  Tenant hereby
    agrees that fees  charged by Owner's  insurer Is  attorneys  shall be deemed
    reasonable.  In furtherance of Tenant's  obligations  under this Article and
    this lease (but not in limitation  thereof) Tenant covenants and agrees,  at
    its sole cost and expense, to carry and maintain in force from and after the
    date of this lease and throughout the term hereof: (i) worker's compensation
    and all other required statutory forms of insurance in statutory limits; and
    (ii)  comprehensive  general  public  liability  insurance,  which  shall be
    written on an-occurrence  basis,  naming Tenant and Owner as the insured and
    naming the lessor under any ground or  underlying  lease or others having an
    interest in the Land and/or the Building as additional  insureds,  in limits
    (subject  to  increase  at  Owner's  reasonable  request)  of not less  than
    03,000,000.00  for bodily and personal injury or death to any one person and
    not less than  $4,000,000.00  for bodily and personal injury or death in any
    one occurrence,  and for property damage of not less than  $1,000,000.0O per
    occurrence,  protecting the aforementioned  parties from all such claims for
    bodily or personal injury or death or property damage  occurring in or about
    the demised  premises and its  appurtenances.  All insurance  required to be
    maintained by Tenant shall be carried with a company or companies acceptable
    to Owner,  rated "A-10n or better by Best Insurance Guide and licensed to do
    business in the State of New York and shall be written for terms of not less
    than one year. Tenant shall furnish Owner (and any other parties required to
    be designated as additional insureds under all insurance








    policies required to be maintained by Tenant) with certificates  evidencing:
    (a) the  maintenance  of  insurance  as  aforesaid;  (b) the  payment of the
    premiums  therefor;  and (c) the renewals  thereof at least thirty (30) days
    prior to the  expiration of any such policy.  Such policy or policies  shall
    also  provide  that it or they shall not be  cancelled  or  altered  without
    giving owner at

    ItL3:190131.4

    -17-









    least thirty (30) days prior written  notice  thereof which shall be sent to
    Owner by certified  mail at the address to which  notices are required to be
    sent to Owner  hereunder.  Upon Tenant's  default in obtaining or delivering
    any such policy,  policies or  certificates  or Tenant's  failure to pay the
    premiums  therefor,  Owner may (but shall not be obligated to) secure or pay
    the premium for any such policy or policies and charge  Tenant as additional
    rent therefor.

    Tenant hereby  releases Owner from all liability,  whether for negligence or
    otherwise,  in connection with all losses covered by any insurance  policies
    which  Tenant  carries  (whether  or not such  insurance  is  required to be
    carried  under this  lease) or is  obligated  to carry  with  respect to the
    demised premises, or any interest or property therein or thereon.

    62. END OF TERM. Article 22 hereof is hereby amended
    to add the following:

    "If the demised  premises are not surrendered and vacated as and at the time
    required by this lease (time being of the  essence),  Tenant shall be liable
    to Owner for: (a) all losses and damages which Owner may incur or sustain by
    reason  thereof,   including,   without  limitation,   attorneys'  fees  and
    disbursements,  and Tenant  shall"indemnify Owner against all claims made by
    any  succeeding  tenants  against  Owner  or  otherwise  arising  out  of or
    resulting  from the  failure of Tenant  timely to  surrender  and vacate the
    demised  premises in accordance  with the provisions of this lease;  and (b)
    per diem use and occupancy in respect of the demised  premises  equal to two
    times the Base Rent and additional rent payable  hereunder for the last year
    of the term of this lease (which amount Owner and Tenant  presently agree is
    the minimum to which Owner would be entitled and is  presently  contemplated
    by them as being  fair and  reasonable  under such  circumstances  and not a
    penalty).  In no event shall any provision hereof be construed as permitting
    Tenant to hold over in possession of the demised  premises after  expiration
    or termination of the term hereof."

    63. SECURITY.
    add the following:

    Article 34 hereof is hereby amended to

    "As  long as  major  commercial  banks in the  City  make  interest  bearing
    security deposit accounts  available,  said security deposit shall be placed
    by Owner or its agent in an  interest  bearing  account.  Interest  that may
    accrue thereon shall belong to Tenant,  except such portion thereof as shall
    be equal to one (1~) per cent per annum of said  security  deposit  (or such
    higher  percentage  as Owner may from time to time be  lawfully  entitled to
    retain),  which such percentage  shall belong to and be the sole property of
    Owner as an  administrative  fee which Owner may withdraw  from time to time
    and  retain.  That  portion of the  interest  belonging  to Tenant  shall be
    accumulated   and  retained  with  such  deposit  and  shall  be  considered
    additional  security  hereunder.  The  obligation to pay any taxes,  whether
    income or  otherwise,  related to or affecting  any interest  earned on such
    security  deposit (except as to that portion thereof which belongs to Owner)
    shall be the sole  responsibility  of Tenant and Tenant hereby agrees to pay
    same and to forever indemnify and save
    herein described as the demised premises.  This lease shall not be or become
    binding  upon Owner to any extent or for any purpose  unless and until it is
    executed by Owner and a fully executed copy thereof is delivered to Tenant.



    ADDITIONAL RULES AND REGULATIONS

    16. No machine or mechanical equipment of any kind, including window mounted
    or portable air conditioners,  other than typewriters,  desk-top  computers,
    desk-top  printers,  desk-top copiers and other ordinary  portable  computer
    equipment and business machines, may be installed or operated in any tenant'
    s  premises  without  Owner's  prior  written  consent,  which  shall not be
    unreasonably withheld or delayed, and in no case (even where the same are of
    a type so excepted or as so  consented  to by Owner)  shall any  machines or
    computer  or  mechanical  equipment  be so placed or  operated as to disturb
    other tenants;  and such machines and computer and  mechanical  equipment as
    may be permitted to be installed and used in a tenant's premises shall be so
    equipped,  installed  and  maintained  by  such  tenant  as to  prevent  any
    disturbing noise,  vibration or electrical or other  interference from being
    transmitted  from such  premises  to any other  area of the  Building.  Hand
    trucks not  equipped  with rubber  tires and side  guards  shall not be used
    within the Building.

    17.  No  noise or other  activity,  including  the  playing  of any  musical
    instruments,  radio,  television or other sound reproduction  system,  which
    would, in Owner's judgment,  disturb other tenants in the Building, shall be
    made  or  permitted  by any  tenant,  and no  cooking  shall  be done in the
    tenant's premises, except as expressly approved in writing by Owner.

    18. All entrance doors in each tenant's premises shall be left locked by the
    tenant when the tenant's  premises are not in use.  Entrance  doors shall be
    kept closed at all times.

    19. Owner and its cleaning  contractor and their employees shall have access
    to the Tenant's  premises  after regular  business hours and the free use of
    light,  power and water as may be  reasonably  required  for the  purpose of
    cleaning the Tenant's premises in accordance with Owner's  obligations under
    the Tenant's lease. All locks affording  access to Tenant's  premises and to
    circulation  within  Tenant's  premises shall be conformed to Owner's master
    key system.

    20. The requirements of tenants will be attended to only upon application to
    the  Building  Superintendent  at  his  office  in  the  Building.  Building
    employees  shall not be requested by any tenant,  and will not be permitted,
    to perform any work or services  specially for any tenant,  unless expressly
    authorized to do so by the Building Superintendent.

    21. Owner  reserves the right to rescind,  alter,  waive,  expand or add any
    rule or  regulation  at any time  prescribed  for the Building  when, in its
    judgment,  it deems it necessary,  desirable or proper for its best interest
    and for the best  interests of the tenants,  and no  alteration or waiver of
    any rule or regulation in favor of one tenant shall operate as an alteration
    or waiver in favor of any other tenant.  Owner shall not be  responsible  to
    any tenant for the non-observance or violation by any other tenant of any of
    the rules and regulations at any time prescribed for the Building.


    23. Tenant shall have access to the demised premises  twenty-four  hours per
    day, seven days per week, excluding  Thanksgiving Day, Christmas Day and New
    Year's Day. If Tenant wishes to access the demised  premises on Thanksgiving
    Day,  Christmas Day or New Year's Day,  Tenant shall arrange for such access
    in advance with Owner. Owner may refuse admission to the Building outside of
    ordinary business hours to any person not known to the watchman in charge or
    not  having  a pass  issued  by Owner or not  properly  identified,  and may
    require all persons  admitted to or leaving the Building outside of ordinary
    business hours to register. Any person whose presence in the Building at any
    time  shall,  in the  judgment  of  Owner,  be  prejudicial  to the  safety,
    character, reputation and interests of the Building or of its tenants may be
    denied  access  to the  Building  or may be  ejected  therefrom.  In case of
    invasion,  riot,  public excitement or other commotion Owner may prevent all
    access to the Building  during the  continuance  of the same, by closing the
    doors or otherwise, for the safety of the tenants and protection of property
    in the Building.  Owner may require any person leaving the Building with any
    package  or other  object  to  exhibit  a pass from the  tenant  from  whose
    premises the package or object is being removed,  but the  establishment and
    enforcement of such requirement shall not impose any responsibility on Owner
    for the  protection  of any tenant  against the removal of property from the
    premises of the Tenant.  Owner shall, in no way, be liable to any tenant for
    damages or loss  arising  from the  admission,  exclusion or ejection of any
    person to or from the tenant's premises or the Building under the provisions
    of  this  rule.  Canvassing,  soliciting  or  peddling  in the  Building  is
    prohibited and every tenant shall cooperate to prevent the same, in or about
    its premises.

    24.  Tenant  shall  not at any time  store or keep any  material,  supplies,
    furniture,  furnishings  or  equipment of any kind in any machine room or in
    any  mechanical or electrical  equipment  room in the Building  whether such
    room be within or outside premises demised to Tenant.

    25.  Owner may charge  Tenant for  directory  board  changes  subsequent  to
    initial  listings.  All requests for directory  board  listings  shall be in
    writing on Tenant's  letterhead  signed by an authorized  representative  of
    Tenant.

    26. In no event and under no circumstances shall hand trucks be brought into
    or used in any passenger elevators in the Building, it being understood that
    all  freight,  furniture,  business  equipment  and bulky  matters  of every
    description  shall be moved into and out of the Building and between  floors
    therein only on the freight elevator and otherwise in accordance with Rule 8
    and the other Rules annexed to this lease.

    27. Tenant, at its cost and expense, shall affix to its office entrance door
    and thereafter  maintain a sign or lettering,  whose design shall be subject
    to  Owner's  approval,  indicating  Tenant's  name or the  name of  Tenant's
    business.

    28. No tenant shall  perform any  alteration or  installations  in or to the
    demised premises  (including,  without  limitation,  the installation of any
    window treatments) which may be visible from outside of the demised premises
    or the Building without the prior written consent of Owner.