<PAGE>
                                                                   EXHIBIT 10.10

                                                                     EXHIBIT F-2
                                                           [address of property]




                                    [FORM OF]
                                   SUBLEASE(1)

            SUBLEASE (this "Sublease"), made as of the _____ day of _____, 2002,
between _____, a _____ [entity type] having its principal office at _____
(hereinafter called "Sublessor"), and _____, a _____ corporation with an office
at _____ (hereinafter called "Sublessee").

                                   WITNESSETH:

            WHEREAS, by lease dated _____, as amended by _____ and supplemented
by _____ (the lease and all amendments and supplements thereto together called
the "Prime Lease"), Sublessor leases from _____ (the "Landlord") _____
[floor(s)] (the "Prime Lease Premises") in the building known as _____ [insert
full street address] (the "Building"), for a term expiring _____; and

            WHEREAS Sublessee desires to sublease a portion of the Prime Lease
Premises from Sublessor.

            NOW, THEREFORE, for and in consideration of the foregoing and for
other good and valuable consideration and of the mutual agreements hereinafter
set forth, Sublessor and Sublessee stipulate, covenant and agree as follows
(capitalized terms of art used and not specifically defined herein shall have
the meanings ascribed in the Prime Lease):

            1. Subleased Premises. Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor, a portion of the Prime Lease
Premises, stipulated to be _____ square feet of rentable area on the _____
floor(s), being substantially as indicated on the floor plan(s) annexed hereto
as Exhibit A and made part hereof (the "Subleased Premises").

            2. Term. [(a)] The term ("Term") of this Sublease shall commence on
[insert date of the Closing, as defined in the Rollup Agreement] _____
(hereinafter referred


----------

      (1) This Sublease is the form for Subleased Premises in the United States,
and will be modified for Subleased Premises in countries other than the United
States (with the appropriate entities as Sublessor and Sublessee thereunder), as
reasonably agreed upon by the parties and as necessary to comply with local law
and custom.
<PAGE>
                                                                               2


to as the "Commencement Date") and expire (subject to sooner termination as
hereinafter provided) on _____ [one day prior to the expiration date of the
current term (i.e., exclusive of any extant renewal options) of the Prime Lease
or such earlier date, if any, which would be the date on which the Prime Lease
could be sooner terminated pursuant to a specific termination option(excluding a
termination option in the event of Casualty or Condemnation, as hereinafter
defined) afforded Sublessor, as Tenant under the Prime Lease, and not
conditioned on the payment of any monies (in the nature of a termination
payment) by Sublessor to Landlord (irrespective of whether the Sublessor
actually exercises such termination option).

            [ADD THE FOLLOWING PARAGRAPH TO SUBLEASES COVERING SUBLEASED
      PREMISES WHERE [MCS], AS OF JULY 1, 2001, HAD 25 OR FEWER EMPLOYEES AND
      THEN OCCUPIED SPACE (NOW COMPRISING THE SUBLEASED PREMISES) THAT
      CONSTITUTED 25% OR LESS OF THE PRIME LEASE PREMISES.]

            [(b) Sublessee shall have the right to terminate this Sublease on
not less than 60 days' prior written notice given to Sublessor, and, in the
event Sublessee gives such termination notice to Sublessor, this Sublease shall
expire on the termination date specified in said notice, with the same force and
effect as if such date were originally provided herein as the expiration date of
the Term.]

            3. Uses. To the extent permitted by the Prime Lease, Sublessee shall
only use and occupy the Subleased Premises for general office and administrative
purposes, including the operation of computer and telecommunications equipment,
and for such operations and uses (permitted by the Prime Lease) as were
conducted in the Subleased Premises by Sublessor during the one year period
prior to the date hereof, but for no other purpose except (to the extent
permitted under the terms of the Prime Lease) as may be reasonably agreed upon
in writing by Sublessor and Sublessee. Nothing in this paragraph shall require
Sublessee to use and occupy the Subleased Premises, except to the extent
Sublessor is required to use or occupy same under the terms of the Prime Lease.

            4. Entry by Sublessor. Sublessor may enter upon the Subleased
Premises at all reasonable times, on reasonable prior notice, to examine the
condition thereof, but such right shall be exercised in such reasonable manner
as will not interfere with the conduct of Sublessee's business.
<PAGE>
                                                                               3


            5. Fixed Rent; Additional Rent. (a) Sublessee shall pay to Sublessor
as Fixed Rent, an amount equal to "Sublessee's Pro Rata Share" (hereby defined
as being _____%, which represents the decimal equivalent of a fraction the
numerator of which is the agreed-upon rentable square footage of the Subleased
Premises, and the denominator of which is the rentable square footage of the
Prime Lease Premises, and which Sublessee's Pro Rata Share shall be subject to
adjustment (as and when required pursuant to the provisions hereof) of the
annual [fixed] rent payable during corresponding periods under the Prime Lease.
Currently, the [fixed] rent payable under the Prime Lease is at the rate of
$_____ per annum, and Sublessee's Pro Rata Share thereof to be paid as Fixed
Rent hereunder is at the rate of $_____ per annum ($_____ per month). In the
event, however, that the rentable square footage of the Subleased Premises shall
change, or the [fixed] rent payable from time to time under the Prime Lease
shall change during the Term hereof (e.g., either pursuant to specific
provisions of the Prime Lease or because Sublessor has leased additional space
or ceased (because of either temporary or permanent condemnation, damage or
destruction or other event, which cessation shall be accomplished in a manner
that does not distort or adversely prejudice sums payable by Sublessee
hereunder) leasing space which formed part of the Prime Lease Premises),
Sublessee's Pro Rata Share (and the Fixed Rent payable by Sublessee hereunder)
shall be adjusted accordingly, effective as of the date of such change,
notification of which shall be promptly given by Sublessor to Sublessee.

            (b) All Fixed Rent shall be paid [insert same provisions as exist in
Prime Lease with respect to timing of payment of fixed rent thereunder, e.g., in
equal monthly installments in advance on the first day of each and every
calendar month of the Term hereof or such other manner of payment as provided in
the Prime Lease], commencing on the Commencement Date hereof; provided, however,
that if the Commencement Date (or if the date on which the Term of this Sublease
shall expire or sooner terminate) shall be other than the first day (or last
day) of a [calendar month or applicable period], then Sublessee shall pay
prorated Fixed Rent for such [partial calendar month or applicable period]
occurring within the Term hereof. All rent payments (of Fixed Rent and
additional rent, hereinafter referred to) shall be payable to and delivered to
_____, or such other place as Sublessor may designate by 30 days' prior written
notice to Sublessee.

            (c) In addition to Sublessee's Pro Rata Share of those items
otherwise addressed in this Sublease (e.g., [any
<PAGE>
                                                                               4


real estate taxes, operating expenses, air conditioning charges, condenser water
charges, electricity charges], as such terms are defined in the Prime Lease),
Sublessee shall pay to Sublessor, as additional rent, (i) Sublessee's Pro Rata
Share of all additional rent payable by Sublessor under the Prime Lease, to the
extent allocable to the portion of the Prime Lease Premises constituting the
Subleased Premises (excluding therefrom, however, all such additional rent to
the extent payable by reason of any breach by Sublessor of, or Sublessor's
failure to timely perform or observe, Sublessor's obligations as Tenant under
the Prime Lease other than those which Sublessee is required to perform
hereunder), (ii) all fees, charges and other amounts, if any, required under the
terms of the Prime Lease to be paid (and paid) by Sublessor to Landlord on
account of any default by Sublessee under this Sublease or the Prime Lease, and
(iii) all fees, charges and other amounts, if any, assessed by Landlord,
pursuant to the terms of the Prime Lease, against (and paid by) Sublessor (as
lessee under the Prime Lease) on account of and as a direct and sole result of
any equipment or operations of Sublessee or its sublessees or licensees within
the Building (excluding utility charges and any other charges, which are
separately addressed herein).

            (d) All Fixed Rent, additional rent and other charges payable by
Sublessee pursuant to this Sublease shall be paid in lawful money of the United
States of America, without any deduction, set-off or abatement whatsoever,
except as may hereinafter be specifically provided.

            (e) All costs and expenses and other amounts which Sublessee agrees
to pay, pursuant to the provisions of this Sublease, shall be deemed additional
rent, and in the event of nonpayment, Sublessor shall have the rights and
remedies herein provided for in the case of nonpayment of Fixed Rent required by
the Prime Lease.

            [THE ABOVE WILL BE MODIFIED AS REQUIRED BY THE PRIME LEASE.]

            (f) If Sublessor shall receive from Landlord a refund or credit
adjustment to subsequent payments of rent or additional rent payable under the
Prime lease on account of any rent or additional rent under the Prime Lease paid
by Sublessor for which Sublessee has paid any rent or additional rent under this
Sublease, Sublessor shall (not later than 30 days after receipt of such refund
or credit from Landlord) notify Sublessee thereof, and the refund or credit
adjustment so received by Sublessor under the Prime Lease shall be equitably
apportioned (on a per diem basis) and
<PAGE>
                                                                               5


allocated to the periods for which the refund or credit under the Prime Lease
applies; and if Sublessee has paid rent or additional rent under this Sublease
allocable to the rent or additional rent under the Prime Lease and the Period(s)
to which the refund or credit under the Prime Lease applies, then Sublessor
shall (not later than 30 days after receipt of such refund or credit from
Landlord) make an appropriate refund (or, if fixed rent or additional rent
remains to be paid under this Sublease, at Sublessor's election, a rent credit
against the fixed rent and additional rent next becoming due under this
Sublease). Upon Sublessee's request made from time to time, Sublessor shall
afford Sublessee the right to inspect and make copies of Sublessor's pertinent
records relating to rent and additional rent paid by Sublessor under the Prime
Lease, based on which Sublessee was billed and paid Fixed Rent and additional
rent hereunder, and to receive a refund or credit as provided above if any audit
discloses that Sublessor overcharged Sublessee for such rent or additional rent,
or failed to remit to Sublessee a refund or credit as provided above. Further,
in the event Sublessor shall receive from Landlord an abatement of rent or
additional rent payable pursuant to the Prime Lease, such abatement to the
extent allocable to the Subleased Premises shall be afforded Sublessee with
respect to Fixed Rent and additional rent payable hereunder by Sublessee for the
corresponding period(s) of the abatement. The provisions of this paragraph shall
survive the expiration or termination of this Sublease.

            (g) THE PROVISIONS OF THIS SUBPARAGRAPH (g) ARE PERSONAL TO THE
NAMED SUBLESSEE AND ITS AFFILIATES, WHICH SHALL SUCCEED TO SUBLESSEE'S INTEREST
HEREUNDER. IN THE EVENT THE SERVICE LEVEL AGREEMENT AND/OR THE TRANSITION
SERVICES AGREEMENT (AS SUCH TERMS ARE DEFINED IN THE ROLLUP AGREEMENT,
HEREINAFTER, COLLECTIVELY, THE "AGREEMENTS") PROVIDE THAT SUBLESSOR IS REQUIRED
TO PROVIDE SPECIFIED SERVICES TO THE SUBLEASED PREMISES ("AGREEMENTS' SERVICES")
TO THE SUBLEASED PREMISES (OVER AND ABOVE THOSE PROVIDED BY THE LANDLORD OR
SPECIFICALLY PROVIDED HEREIN TO BE PROVIDED BY SUBLESSOR) WITH PAYMENT THEREFOR
TO BE MADE BY SUBLESSEE IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENTS, NO
CHARGE FOR SUCH AGREEMENTS' SERVICES SHALL BE MADE PURSUANT TO THIS SUBLEASE
(WHETHER AS PART OF THE FIXED RENT OR ADDITIONAL RENT PAYABLE HEREUNDER OR
OTHERWISE). (IT IS THE INTENTION OF THE PARTIES THAT THERE SHALL BE NO "DOUBLE
BILLING" FOR SERVICES PROVIDED PURSUANT TO THIS SUBLEASE, AND THE AGREEMENTS'
SERVICES PROVIDED PURSUANT TO THE SERVICE LEVEL AGREEMENT OR THE MASTER
TRANSITION SERVICES AGREEMENT.)
<PAGE>
                                                                               6


            [SEE PAGES FOLLOWING THE SIGNATURE PAGE HEREOF FOR EXAMPLES OF REAL
      ESTATE TAXES, OPERATING EXPENSES, AIR CONDITIONING, CONDENSER WATER CHARGE
      AND ELECTRICITY PARAGRAPHS WHICH MAY BE ADAPTED TO REFLECT PRIME LEASE
      PROVISIONS.]

            6. Preparation for Occupancy. [THIS PARAGRAPH IS SUBJECT TO
CONFORMANCE WITH APPLICABLE PROVISIONS OF THE ROLLUP AGREEMENT, INCLUDING
SCHEDULE 9.10 THEREOF RELATING TO REAL ESTATE MATTERS.] At the commencement of
the Term, Sublessee shall accept the Subleased Premises in their then "as is"
condition in all respects and Sublessor shall not be required to perform work of
any kind or nature. [All of Sublessor's furniture, fixtures and equipment
located in the Subleased Premises on the date hereof, the ownership of which has
not been transferred to Sublessee prior to or on the date hereof (hereinafter
referred to as the "Furniture/Furnishings"), shall remain the property of
Sublessor; however (but subject to the applicable terms of the Agreements),
Sublessee shall have the right to use such Furniture/Furnishings throughout the
Term hereof.] Sublessee shall also have the right, throughout the Term hereof
(but subject to the applicable terms of the Agreements, to continue to use (to
the extent used for such purpose prior to the date hereof), any existing
microwave, satellite or other antenna communication systems owned by Sublessor
and located in or on the Building needed to operate existing (on the date
hereof) equipment in the Subleased Premises (and replacements of and additions
to such equipment).

            7. Subordination. This Sublease and all the rights of parties
hereunder are subject and subordinate to the Prime Lease. Each party agrees that
it will not, by its act or omission to act, cause a default under the Prime
Lease. In furtherance of the foregoing, the parties hereby confirm, each to the
other, that it is not practical in this Sublease to enumerate all of the rights
and obligations of the various parties under the Prime Lease and specifically to
allocate those rights and obligations in this Sublease. Accordingly, in order to
afford to Sublessee the benefits of this Sublease and of those provisions of the
Prime Lease which by their nature are intended to benefit the party in
possession of the Subleased Premises, and in order to protect each of Sublessor
or Sublessee against a default by the other party which might cause a tenant
default or tenant event of default under the Prime Lease, the parties agree as
follows:

            (a) Provided Sublessee shall timely pay all Fixed Rent and
      additional rent when and as due under this
<PAGE>
                                                                               7


      Sublease, Sublessor shall pay, when and as due, all base rent, additional
      rent and other charges payable by Sublessor under the Prime Lease.

            (b) During the Term hereof, Sublessor shall perform and observe all
      affirmative and negative covenants of Sublessor, as Tenant under the Prime
      Lease, which (i) do not require, for their performance, possession of the
      Subleased Premises, and (ii) are not otherwise to be performed and
      observed hereunder by Sublessee on behalf of Sublessor. For example,
      Sublessor shall at all times keep in full force and effect all insurance
      required of Sublessor as Tenant under the Prime Lease.

            (c) To the extent applicable to the Subleased Premises, and accruing
      during the Term of this Sublease, Sublessee shall (i) perform all
      affirmative covenants and negative covenants (other than those relating to
      the payment of rent, additional rent and other charges) and (ii) and
      observe all negative covenants, of Sublessor, as Tenant under the Prime
      Lease. If practicable, Sublessee's performance of such affirmative
      covenants shall be performed at least five (5) days prior to the date when
      performance is required under the Prime Lease, provided that to do so does
      not materially increase Sublessee's costs. Sublessor shall have the right
      to enter the Subleased Premises to cure any default by Sublessee under
      this Section; provided, however, that Sublessor shall give reasonable
      prior notice of any such desired entry (except in an emergency or where
      prompt action is necessary in order to avoid a Tenant default under the
      Prime Lease), and that such cure shall be performed in a reasonable manner
      so as to avoid unnecessary interference with Sublessee's business
      operation.

            (d) Sublessor shall not agree to an amendment to the Prime Lease
      which might increase Sublessee's obligations or surrender Sublessee's
      rights hereunder or have a material adverse effect on Sublessee's
      occupancy of the Subleased Premises or its use of the Subleased Premises
      for their intended, permitted purpose.

            8. Quiet Enjoyment; Indemnities. (a) Sublessor covenants and agrees
with Sublessee that upon Sublessee paying the annual rent and additional rent
reserved in this Sublease and observing and performing all of the other
obligations, terms, covenants and conditions of this Sublease on Sublessee's
part to be observed and performed,
<PAGE>
                                                                               8


Sublessee may peaceably and quietly enjoy the Subleased Premises during the
Term; provided, however, that this Sublease shall automatically terminate upon
termination of the Prime Lease and Sublessee shall have no claim against
Sublessor unless such termination was caused by the default of Sublessor in the
performance of its obligations under the Prime Lease which have not been assumed
by Sublessee hereunder.

            (b) Excepted from Sublessee's following covenants and agreements
pursuant to this subparagraph (c) are (i) actions of Sublessor and Sublessor's
directors, officers, employees, agents, contractors, sub-sublessees, licensees
and invitees, (ii) actions of Landlord, (iii) any termination of the Prime Lease
by Landlord or Sublessor in the event of "Casualty" (irrespective of whether
Sublessee or any of Sublessee's employees, agents, sublessees, licensees,
contractors or invitees caused the Casualty) or "Condemnation" (as such terms
are hereinafter defined in paragraph 13). Sublessee covenants and agrees that
Sublessee shall not do or suffer or permit anything to be done which would
constitute a default under the Prime Lease or would cause the Prime Lease to be
canceled, terminated or forfeited by virtue of any rights of cancelation,
termination, or forfeiture reserved or vested in Landlord under the Prime Lease,
and that Sublessee will indemnify and hold Sublessor harmless from, and protect
and defend Sublessor against, all claims, liabilities, losses and damages of any
kind whatsoever (including reasonable attorneys' fees and costs) excepting
indirect, special, consequential and punitive damages, that Sublessor may incur
by reason of, resulting from or arising out of (i) any such cancelation,
termination or forfeiture caused by Sublessee, (ii) any failure of Sublessee to
perform any of the covenants, agreements, terms or conditions contained in the
Prime Lease that Sublessee (and not Sublessor) is obligated hereunder to
perform, and (iii) Sublessee's (and any of Sublessee's sublessees' and
licensees'), and their respective principals', officers', directors',
employees', contractors' and invitees', manner of use or occupancy of the
Subleased Premises.

            (c) Excepted from Sublessor's following covenants and agreements
pursuant to this subparagraph (c) are (i) actions of Sublessee and Sublessee's
directors, officers, employees, agents, contractors, sub-sublessees, licensees
and invitees, (ii) actions of Landlord, (iii) any termination of the Prime Lease
by Landlord or Sublessor in the event of "Casualty" (irrespective of whether
Sublessor or any of Sublessor's employees, agents, sublessees, licensees,
contractors or invitees caused the Casualty) or "Condemnation" (as such terms
are hereinafter defined in
<PAGE>
                                                                               9


paragraph 13) but if subparagraph 13(c) is applicable then only to the extent
permitted by said subparagraph 13(c), or other termination of the Prime Lease by
Sublessor pursuant to a right of termination contained therein (independent of
Casualty or Condemnation), as referred to in and permitted by subparagraphs
13(b) and (c) hereof. Sublessor covenants and agrees that Sublessor shall not do
or suffer or permit anything to be done which would constitute a default under
the Prime Lease or would cause the Prime Lease to be canceled, terminated or
forfeited by virtue of any rights of cancelation, termination, or forfeiture
reserved or vested in Landlord under the Prime Lease, and that Sublessor will
indemnify and hold Sublessee harmless from, and protect and defend Sublessee
against, all claims, liabilities, losses and damages of any kind whatsoever
(including reasonable attorneys' fees and costs) excepting indirect, special,
consequential and punitive damages, that Sublessee may incur by reason of,
resulting from, or arising out of (x) any such cancelation, termination or
forfeiture, (y) any failure of Sublessor to perform any of the covenants,
agreements, terms or conditions contained in the Prime Lease that Sublessor (and
not Sublessee) is obligated hereunder to perform, and (z) Sublessor's (and any
of Sublessor's sublessees' and licensees'), and their respective principals',
officers', directors', employees', contractors' and invitees', manner of use or
occupancy of the portion of the Prime Lease Premises not constituting the
Subleased Premises.

            (d) The provisions of this Section 8 shall survive the expiration or
sooner termination of this Sublease.

            9. Notices. (a) Any notice, approval, demand or request under this
Sublease shall be in writing and shall be considered properly delivered when
addressed as hereinafter provided and delivered by registered or certified mail
(return-receipt requested) which is deposited in a United States general or
branch post office, or delivered by reputable commercial carrier (i.e., Federal
Express). Any notice, demand or request by Sublessor to Sublessee shall be
addressed to Sublessee at the Subleased Premises, Attention of _____, with a
copy to Sublessee at _____, Attention of , until otherwise directed in writing
by Sublessee. Any notice, demand or request by Sublessee to Sublessor shall be
addressed to _____ [firm], _____ [department], _____ [address], Attention of
_____ [title], with a copy sent simultaneously to _____ [firm], _____
[department], _____ [address], Attention of _____ [title], unless otherwise
directed in writing by Sublessor. Rejection or other refusal to accept or the
inability to deliver because
<PAGE>
                                                                              10


of a changed address of which no notice was given shall be deemed to be receipt
of the notice, demand or request sent.

            (b) Either party, from time to time, may change the addresses and
increase the number of persons to whose attention notices or copies of notices
to such party shall be simultaneously sent.

            10. Assignment; Subletting. (a) Sublessee shall not (i) assign,
transfer, pledge or otherwise encumber its interest in this Sublease, in whole
or in part, (ii) sublet or permit or suffer the subletting of the Subleased
Premises, or (iii) permit the Subleased Premises or any part thereof to be
occupied or used by any "Person" (hereinafter defined) other than Sublessee [,in
each case of (i), (ii) and (iii) without first obtaining the prior written
consent of Sublessor (which may be given or withheld in Sublessor's sole
discretion] and any required consent of Landlord. In the event Sublessee shall
desire to assign this Sublease, or sublease all or any portion(s) of the
Subleased Premises, to a Person which is not a Competitor, the provisions of
subparagraph (b) below shall apply, and if Sublessor shall not exercise
"Sublessor's Recapture Option" (as defined in said subparagraph (b)),
Sublessor's consent to such desired assignment or sub-subletting by Sublessee
shall not be unreasonably withheld, delayed or conditioned, except with respect
to a "Competitor" (hereinafter defined), in which case (of a Competitor)
Sublessor, in the exercise of its sole and arbitrary discretion, may withhold
its consent. Notwithstanding the foregoing, Sublessee (to the extent same is
permissible under the Prime Lease, or Landlord's consent thereto is obtained)
may (x) assign this Sublease, or sub-sublease the Subleased Premises or any
portions thereof, to an "Affiliate" (hereinafter defined), and (y) assign this
Sublease to any corporation (which is not a Competitor) with which or into which
Sublessee may be consolidated or merged, without the prior written consent of
Sublessor, provided that Sublessee shall give Sublessor not less than 15 days'
prior written notice of any such assignment or sublease. No assignment or
sub-sublease shall serve to release Sublessee from any liability or obligation
hereunder. Notwithstanding anything to the contrary contained herein, Sublessee
shall not assign, transfer, sublet or permit the subletting of the Subleased
Premises or permit or suffer the occupancy of the Subleased Premises or any part
thereof to or by any Competitor. (The term "Competitor" as used herein shall
mean any of Arthur Andersen & Co., Deloitte & Touche LLP, Ernst & Young LLP and
KPMG LLP, or any of their Affiliates.) As used in this Sublease, the word
"Person" shall mean an individual, partnership, trust, corporation, firm or
other entity; and the word "Affiliate" (of any Person) shall mean
<PAGE>
                                                                              11


any legal entity which directly or indirectly controls, is controlled by, or is
under common control with, such Person (the word "control", as used in this
definition, requiring at least a 51% ownership interest).

            (b) In the event that Sublessee shall desire to assign this Sublease
or sub-sublet all or any portion of the Subleased Premises to any Person (other
than an Affiliate or a Competitor, provisions as to which appear elsewhere
herein), Sublessee shall first notify Sublessor of such desire (the "Offer
Notice"), specifying therein the desired effective date (the "Desired Effective
Date") of the assignment or sub-subletting, as the case may be, which Desired
Effective Date shall not be sooner than 60 days after the giving of the Offer
Notice, and, in the case of a proposed sub-subletting, specifying whether the
sub-subletting is to be for all of the Subleased Premises or a portion thereof
(in either case, the "Desired Sub-sublet Area"), and, in the case of a desired
subletting of a portion of the Subleased Premises, the rentable square footage
of such portion, which shall be identified on a floor plan annexed to the Offer
Notice. Sublessor shall have the option ("Sublessor's Recapture Option"), to be
exercised, if at all, by notice (the "Exercise Notice") given to Sublessee
within 30 days of Sublessor's receipt of the Offer Notice, if the Offer Notice
refers to either a desired assignment or a desired sub-subletting of all or
substantially all (i.e., in excess of 90%) of the Subleased Premises, to
terminate this Sublease effective as of the Desired Effective Date, in which
case the term of this Sublease shall cease and expire on the Desired Effective
Date with the same force and effect as if such Desired Effective Date were
originally provided herein as the expiration date of the term hereof, or, if the
Offer Notice refers to a desired sub-subletting of only a portion of the
Subleased Premises, to terminate this Sublease with respect only to such portion
of the Subleased Premises effective as of the Desired Effective Date, in which
case the term of this Sublease with respect only to such portion of the
Subleased Premises shall cease and expire on the Desired Effective Date with the
same force and effect as if such Desired Effective Date were originally provided
herein as the expiration date of the term hereof with respect to such portion of
the Demised Premises). If Sublessor shall not give the Exercise Notice within
such 30-day period, time being deemed of the essence, Sublessor's Recapture
Option shall lapse, and Sublessee may proceed and attempt to find, as
contemplated in the Offer Notice, a Person (not a Competitor) to which Sublessee
will assign or sub-sublet the Desired Sub-sublet Area. If Sublessee shall find
such a Person (not a Competitor) within one year of the Offer
<PAGE>
                                                                              12


Notice, Sublessee shall comply with the provisions of subparagraph (c) below. If
Sublessee shall not find such a Person (not a Competitor) within one year of the
Offer Notice, Sublessee shall be required to give a new Offer Notice to
Sublessor in the event Sublessee shall still wish to assign or sub-sublet all or
any portion of the Subleased Premises.

            (c) If Sublessee shall have obtained a proposed assignee or
sub-sublessee within one year of its Offer Notice given pursuant to subparagraph
(b) above, Sublessee, within said one-year period, shall submit to Sublessor (i)
a copy of the fully executed proposed assignment and assumption agreement or
sub-sublease; (ii) a description of the nature and character of the business of
the proposed assignee or sub-sublessee; (iii) such financial information
concerning such assignee or sub-sublessee as it has obtained; and (iv) such
other reasonably available information as Sublessor may request within 10
business days of receipt of the Offer Notice. Upon receipt of the foregoing
information and instruments, which shall be in form and content reasonably
satisfactory to Sublessor, Sublessor, as provided in subparagraph (a) above,
shall not unreasonably withhold, delay or condition its consent to the desired
assignment or sub-subletting, as the case may be.

            (d) Sublessor agrees that Sublessor shall not assign the Prime Lease
or sublet all or any portion of the Prime Lease Premises (not constituting part
of the Subleased Premises, hereinafter the "Sublessor Premises") to an "MCS
Competitor", as such term is defined in subparagraph (e) below (but the
foregoing shall not preclude Sublessor from assigning the Prime Lease or
subletting all or any portion of the Sublessor Premises to an Affiliate of
Sublessor. In the event that Sublessor shall desire to assign the Prime Lease or
sublet all or any portion of Sublessor's Premises to any Person (other than an
Affiliate or an MCS Competitor, provisions as to which appear elsewhere herein),
Sublessor shall first notify Sublessee of such desire (the "Sublessor Offer
Notice"), specifying therein the desired effective date (the "Sublessor Desired
Effective Date") of the assignment or subletting, as the case may be, which
Sublessor Desired Effective Date shall not be sooner than 60 days after the
giving of the Sublessor Offer Notice, and, in the case of a proposed subletting,
specifying whether the subletting is to be for all of the Prime Lease Premises
or a portion thereof (in either case, the "Sublessor Desired Sublet Area"), and,
in the case of a desired subletting of a portion of the Sublessor Premises, the
rentable square footage of such portion, which shall be identified on a floor
plan annexed to the Sublessor Offer Notice). Sub-
<PAGE>
                                                                              13


lessee shall have the option ("Sublessee's Capture Option"), to be exercised, if
at all, by notice (the "Sublessee Exercise Notice") given to Sublessor within 30
days of Sublessee's receipt of the Sublessor Offer Notice, if the Sublessor
Offer Notice refers to a desired assignment, to require Sublessor (subject to
obtaining any required consent of the Landlord) to assign the Prime Lease to
Sublessee effective as of the Sublessor Desired Effective Date, or, if the
Sublessor Offer Notice refers to a desired subletting of only a portion of
Sublessor's Premises, to require Sublessor (subject to obtaining any required
consent of the Landlord) to sublease such portion to Sublessee effective as of
the Sublessor Desired Effective Date, upon the terms and conditions of this
Sublease (made applicable thereto). If Sublessee shall not give the Sublessee
Exercise Notice within such 30-day period, time being deemed of the essence,
Sublessee's Capture Option shall lapse, and Sublessor may proceed and attempt to
find, as contemplated in the Sublessor Offer Notice, a Person to which Sublessor
will assign or sublet the Sublessor Desired Sublet Area. If Sublessor shall not
find such a Person within one year of the Sublessor Offer Notice, Sublessor
shall be required to give a new Offer Notice to Sublessee in the event Sublessor
shall still wish to assign the Prime Lease or sublet all or any portion of the
Subleased Premises.

            (e) The term "MCS Competitor" shall include [up to eight entities,
whose names shall be provided by Sublessee and which shall not include any
Affiliate of Sublessor].

            11. Landlord's Responsibilities. (a) Sublessee recognizes that
Sublessor is not in a position to furnish the services set forth in the Prime
Lease, obtain an agreement of nondisturbance, or to perform certain other
obligations which are not within the control of Sublessor, such as, without
limitation, maintenance, repairs and replacements to the Building and Subleased
Premises, compliance with laws, and restoration of the Subleased Premises and
Building after casualty or condemnation.

            (b) Sublessor hereby grants to Sublessee the right to receive all of
the services and benefits with respect to the Subleased Premises which are to be
provided by Landlord under the Prime Lease, including, without limitation,
maintenance, repairs and replacements to the Building and Subleased Premises,
compliance with laws, and restoration of the Subleased Premises and Building
after casualty or condemnation. Sublessor shall have no duty to perform any
obligations of Landlord which are, by their nature, the obligation of an owner
or manager of real
<PAGE>
                                                                              14


property. For example, Sublessor shall not be required to provide the services
or repairs which the Landlord is required to provide under the Prime Lease.
Sublessor shall have no responsibility for or be liable to Sublessee for any
default, failure or delay on the part of Landlord in the performance or
observance by Landlord of any of its obligations under the Prime Lease, nor
shall such default by Landlord affect this Sublease or waive or defer the
performance of any of Sublessee's obligations hereunder except to the extent
that such default by Landlord excuses, affects, waives or defers performance by
Sublessor, under the Prime Lease. Notwithstanding the foregoing, although the
parties contemplate that Landlord will, in fact, perform its obligations under
the Prime Lease, but, in the event of any default or failure of such performance
by Landlord, Sublessor will, upon the specific written request of Sublessee,
make demand upon Landlord to perform its obligations under the Prime Lease and,
provided that Sublessee specifically agrees to pay all costs and expenses,
including, without limitation, reasonable attorneys' fees (collectively,
"Costs"), of Sublessor (and, in the event the then Sublessee hereunder is other
than the named Sublessee (or its Affiliate), provide Sublessor with security,
reasonably requested and reasonably satisfactory to Sublessor, to pay such
Costs), Sublessor will take appropriate legal action to enforce the Prime Lease
(an "Enforcement Action"). Notwithstanding the foregoing, if Sublessor
institutes an Enforcement Action to compel Landlord to perform its Prime Lease
obligations with respect not only to the Subleased Premises but also with
respect to the Sublessor's Premises, the Costs of such Enforcement Action shall
be equitably apportioned so that, insofar as can be practically determined, each
party shall bear its allocable share of such Costs.

            12. Waiver of Claims. As to the period from and after the Effective
Date, each party hereto waives all claims against the other party, its agents
and employees for damage to persons or property sustained by the waiving party
or any other person resulting from damage to the Subleased Premises, its
fixtures or any of the waiving party's personal property, or resulting directly
or indirectly from any act or omission of the other party or any occupant or any
other person, including other tenants, subtenants and their agents and servants.
This Section 12 shall apply especially, but not exclusively, to damage caused by
roof leakage, refrigerators, sprinkling devices, air conditioning apparatus,
water, steam, excessive heat or cold, falling plaster, broken glass, sewage,
gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures
and shall apply whether any such damage results from the act or
<PAGE>
                                                                              15


omission of Sublessor or of any other person, and whether such damage be caused
or result from anything above mentioned or referred to, or be of a different
nature. All property belonging to the waiving party or any occupant of the
Subleased Premises shall be there at the risk of the waiving party or such other
occupant only, and the other party shall not be liable for damage thereto or
theft or misappropriation thereof. The waiving party (and any such occupant)
shall look to any insurance coverage that it may have for recovery of any loss
or damage to property that such waiving party or such occupant may sustain.

            13. Casualty and Condemnation; Other Termination. (a) In the event
of damage by fire or other casualty ("Casualty") to, or condemnation
("Condemnation") of, all or any portion(s) of the Building or the Prime Lease
Premises (irrespective of whether all or any portion(s) of the Subleased
Premises are so damaged or taken in condemnation, the following provisions of
this subparagraph (a) shall apply:

            (i) Sublessee shall have no right to terminate this Sublease by
      reason of the occurrence of a Casualty or a Condemnation. (In the event of
      a total Condemnation of the Subleased Premises, the Term of this Sublease
      shall automatically terminate on the vesting date.)

            (ii) If, pursuant to the provisions of the Prime Lease dealing with
      the occurrence of a Casualty or Condemnation, the Prime Lease is not
      terminated and continues in full force and effect, this Sublease (except
      as provided in clause (i) above) shall not be terminated but shall also
      continue in full force and effect, except that until the Subleased
      Premises are restored in accordance with such Prime Lease provisions,
      there shall be a proportionate abatement (effective as of the date of such
      casualty or condemnation) of Fixed Rent and additional rent (other than on
      account of utilities actually consumed by Sublessee) payable hereunder to
      the extent of the damaged portion of the Subleased Premises; provided,
      however, that such abatement shall in no event exceed the abatement
      granted to Sublessor under the Prime Lease for the Subleased Premises and,
      provided further, that no compensation or claim or reduction will be
      allowed or paid by Sublessor by reason of inconvenience, annoyance or
      injury to Sublessee's business arising from the necessity of effecting
      repairs to the Subleased Premises or any portion of the Building or Prime
      Lease Premises, whether such repairs are required
<PAGE>
                                                                              16


      by operation of the casualty or condemnation provisions of the Prime Lease
      or any other provision of the Prime Lease. In no event shall Sublessor be
      liable for any indirect, special, consequential or punitive damages.
      Notwithstanding the foregoing, Sublessee, to the extent permitted by the
      terms of the Prime Lease, shall be entitled to claim and receive its
      allocable share (allocated between the Subleased Premises and the other
      portions of the Prime Lease Premises) of any damages, compensation or
      other amounts that Sublessor is entitled under the Prime Lease to claim
      and receive, and Sublessor shall reasonably cooperate with Sublessee to
      enable Sublessee to claim and receive, its allocable share of any such
      damages, compensation or other amounts, and such cooperation shall
      include, without limitation, if requested by Sublessee, that Sublessor
      shall make and prosecute Sublessee's claim or include Sublessee's claim in
      Sublessor's claim, and Sublessee shall bear Sublessor's reasonable costs
      (including, without limitation, reasonable counsel fees) in connection
      with such cooperation requested by Sublessee, including, without
      limitation, if Sublessor makes its and Sublessee's claims together,
      Sublessee's allocable share (based on the amounts, reasonably claimed) of
      Sublessor's reasonable costs to make such claim.

            (iii) If, pursuant to the provisions of the Prime Lease dealing with
      the occurrence of a Casualty or Condemnation, the Prime Lease is sooner
      terminated in accordance with the provisions thereof (e.g., by reason of
      the actual occurrence of a Casualty or Condemnation, and the Landlord or
      Sublessor, as the lessee there under, shall exercise a right of
      termination afforded thereunder), the Term of this Sublease shall
      automatically terminate on the date of the termination of the Prime Lease.
      If it is Landlord or a condemning authority which has terminated the Prime
      Lease, Sublessor, on acquiring actual notice of such termination or notice
      of an impending termination, shall give Sublessee prompt notice thereof.
      If it is Sublessor which exercises its right of such termination,
      Sublessor, simultaneously with the giving of notice of such termination to
      Landlord, shall give notice thereof to Sublessee, enclosing therewith, a
      photocopy of Sublessor's termination notice to Landlord.

            (b) If the Prime Lease affords Sublessor, as Tenant thereunder, a
right to terminate the Prime Lease
<PAGE>
                                                                              17


(independent of casualty or condemnation) conditioned on the payment by Tenant
to Landlord of monies in the nature of a termination payment (hereinafter, a
"Termination Payment"), Sublessor shall not exercise such right so as to
terminate the Prime Lease during the Term of this Sublease unless Sublessor
shall first have obtained Sublessee's prior written consent thereto, which
consent may be withheld in Sublessee's sole and arbitrary discretion.

            (c) In the event of the occurrence of a Casualty or Condemnation
which affords Sublessor a right under the Prime Lease to terminate the term of
the Prime Lease by reason of such Casualty or Condemnation, the following
provisions shall apply. Sublessor and Sublessee shall consult in an endeavor to
agree as to whether Sublessor should exercise such right of termination. If,
after such consultation, Sublessor and Sublessee are unable to reach agreement
as to whether such right of termination should be exercised, then, if the
Subleased Premises shall constitute more than 50% of the Prime Lease Premises,
Sublessee shall have the right to make such decision as to termination (i.e.,
Sublessee may direct Sublessor to exercise such right of termination or
Sublessee may direct Sublessor to refrain from exercising such right of
termination, and Sublessor shall comply with such direction of Sublessee). If
the Subleased Premises, at the time in question, constitutes 50% or less of the
Prime Lease Premises, then Sublessor shall have the right to determine whether
or not it will exercise such right of termination.

            [IF THE PRIME LEASE DOES NOT SPECIFICALLY AFFORD THE TENANT
      THEREUNDER ANY PARKING SPACES, DELETE THE FOLLOWING PARAGRAPH 14. IF THE
      PRIME LEASE SPECIFICALLY AFFORDS THE TENANT THEREUNDER PARKING SPACES
      WITHOUT CHARGE, THEN INSERT THE FOLLOWING PARAGRAPH 14, WITH SUBLESSEE
      BEING AFFORDED ITS PROPORTIONATE SHARE OF PARKING SPACES. IF A CHARGE IS
      MADE UNDER THE PRIME LEASE FOR PARKING SPACES, THEN MODIFY THE FOLLOWING
      PARAGRAPH 14 TO PROVIDE THAT SUBLESSEE WILL PAY, AS ADDITIONAL RENT, THE
      PARKING FEES FOR THE PARKING SPACES ALLOCABLE TO THE SUBLEASED PREMISES.
      IN ADDITION, MAKE SUCH OTHER MODIFICATIONS TO THE FOLLOWING PARAGRAPH 14
      AS MAY BE REQUIRED BY SPECIFIC PROVISIONS OF THE PRIME LEASE APPLICABLE TO
      PARKING.]

            14. Parking. Sublessor shall, without charge to Sublessee, provide
for the nonexclusive use of Sublessee's employees and invitees, _____ ([##])
spaces in the parking area. Sublessee shall have access to the parking area 24
hours a day, 7 days a week, to the extent however, that
<PAGE>
                                                                              18


such access is permitted pursuant to the provisions of the Prime Lease.

            15. Alterations. (a) Sublessee may not make any structural
alterations to the Subleased Premises. In addition, Sublessee may not make any
nonstructural alterations to the Subleased Premises without first obtaining Sub-
lessor's prior written consent thereto, which shall not be unreasonably
withheld, delayed or conditioned (except that painting and decorating shall not
require Sublessor's consent), and, if required by the Prime Lease, the prior
written consent of Landlord; except that Sublessor hereby approves nonstructural
alterations which do not exceed $100,000.00 to construct. (Sublessee's request
for Landlord's required consent shall be transmitted by Sublessor to Landlord.)
Any so consented-to nonstructural alteration(s) shall be made subject to, and in
accordance with, the applicable provisions of the Prime Lease, and this
Sublease.

            (b) In the event Sublessee shall desire to make any nonstructural
alteration(s) to the Subleased Premises, Sublessee shall notify Sublessor
thereof, specifying in Sublessee's notice the scope, location and such specifics
of the desired nonstructural alteration(s) as necessary to enable Sublessor to
formulate a judgment as to the effect such alteration(s) would have upon the
Building and its systems, and Sublessor's use of, and operation within, that
portion of the Prime Lease Premises not constituting the Subleased Premises (the
"Retained Space"), except that, subject to approval of the Landlord if required
by the Prime Lease, Sublessor approves the installation of information systems
cabling, electrical distribution circuitry and finishes appurtenant thereto.
Sublessor agrees not to unreasonably withhold, delay or condition Sublessor's
consent to any desired nonstructural alteration(s) that Sublessee may wish to
make in the Subleased Premises (one test of Sublessor's reasonableness, however,
being whether the proposed alteration(s) will materially adversely affect
Sublessor's use of the Retained Space).

            16. Signage. [THE PROVISIONS OF THIS PARAGRAPH SHALL BE ADAPTED TO
REFLECT THE SIGNAGE PROVISIONS OF THE PRIME LEASE, THE INTENT BEING THAT
SUBLESSEE SHALL BE AFFORDED, SUBJECT TO OBTAINING LANDLORD'S CONSENT THERETO IF
REQUIRED UNDER THE PRIME LEASE, ITS PRO RATA SHARE OF ANY AND ALL DIRECTORY
LISTINGS AND ANY BUILDING INTERIOR DIRECTIONAL SIGNAGE IN THE PUBLIC CORRIDORS
OF THE FLOOR(S) ON WHICH THE SUBLEASED PREMISES ARE LOCATED GRANTED PURSUANT TO
THE PRIME LEASE.] Subject to obtaining any required consent of Landlord, (i)
Sublessor shall permit Sublessee to
<PAGE>
                                                                              19


have directional wall signs (whose size, composition and content shall be
subject to Sublessor's prior approval, which shall not be unreasonably withheld)
to be installed in the corridor of the floor(s) on which the Subleased Premises
are located, and (ii) Sublessor shall afford Sublessee its pro rata share (based
on the ratio of the rentable square footage of the particular Subleased Premises
to the rentable square footage of the applicable Prime Lease Premises of which
such Subleased Premises forms a part) of the listings on, if any, the Directory
Board of the Subleased Premises building afforded Sublessor pursuant to the
applicable Prime Lease.

            17. No Consequential or Punitive Damages. Notwithstanding anything
to the contrary contained herein, neither Sublessor nor Sublessee shall be
liable to the other for any indirect, special, consequential or punitive damages
arising out of any act or omission by either party in their respective
capacities as Sublessor and Sublessee hereunder.

            18. Insurance. (a) Sublessee shall purchase, and, during the Term,
maintain for the benefit of the Persons specified below (as their respective
interests may appear), the following insurance, which shall be primary and
noncontributory:

            (i) Commercial general liability insurance under a policy for the
      benefit of and naming Sublessor and Landlord (and Landlord's lender and
      property manager if identified in writing) as additional insureds,
      covering any liability for bodily injury, personal injury (including
      death) and property damage arising out of Sublessee's operations, its
      assumed liability under this Sublease (including contractual indemnities)
      and its use, manner of use and occupancy of the Premises, with limits of
      liability thereunder of not less than the amount of $5 million, combined
      single limit. Such insurance may be carried under a blanket policy
      covering the Subleased Premises and other locations of Sublessee if the
      required amount of coverage for the Subleased Premises is not affected as
      a result of a claim involving another location.

            (ii) Property insurance covering all trade fixtures, office
      equipment, merchandise and other items, including Sublessee's property,
      located within the Subleased Premises.

            (b) Property insurance policies shall be written on an "all risk" of
physical loss or damage basis, for the full replacement cost of the covered
items and in amounts
<PAGE>
                                                                              20


that meet any coinsurance clause of the policies of insurance.

            (c) Sublessee shall include a waiver of Sublessee's insurer's rights
of subrogation in each of its property insurance policies, and further agrees to
such waivers and releases for the benefit of Sublessor and Landlord. Sublessor
shall include, for the benefit of Sublessee, a waiver of Sublessor's insurer's
rights of subrogation in each of its property insurance policies covering
Sublessor's property at the Building, and further agrees to such waivers and
releases, for the benefit of Sublessee.

            (d) Sublessee shall name Sublessor as an additional insured in
Sublessee's commercial general liability insurance polices with respect to the
Prime Lease Premises, and Sublessor shall name Sublessee as an additional
insured in Sublessor's commercial general liability insurance polices with
respect to the Prime Lease Premises.

            (e) Promptly after the date hereof and thereafter, at least 15 days
before the effective date of renewal of any such policy, as applicable,
Sublessee shall deliver to Sublessor, and Sublessor shall deliver to Sublessee,
duplicate originals of the aforesaid policies, or a certificate evidencing such
insurance. The policies or certificates, as the case may be, shall contain an
endorsement that such insurance may not be canceled or modified except upon 30
days' prior notice to Sublessor.

            (f) Notwithstanding the foregoing, Sublessee (but only so long as
Sublessee is the named Sublessee (or any affiliate or subsidiary insured under
the named Sublessee's (or, if applicable, the named Sublessee's Parent's)
self-insurance policy)) and the named Sublessor (or any affiliate or subsidiary
insured under the named Sublessor's (or, if applicable, the named Sublessor's
Parent's) self-insurance policy) may, upon notice to the other, elect to
self-insure and be liable to cover any claims which would otherwise be payable
hereunder by a third-party insurer.

            19. End of Term. On the expiration or sooner termination of the Term
of this Sublease, Sublessee, if requested by Sublessor or required by the
restoration terms of the Prime Lease which would be applicable to the Subleased
Premises in the event of the expiration or sooner termination of the Prime
Lease, shall restore the Subleased Premises to the condition existing on the
Commencement Date of the Term hereof (or if not so requested by Sublessor,
<PAGE>
                                                                              21


shall restore the Subleased Premises only insofar as installations and
alterations were made by or on behalf of Sublessee (or any assignee or
sub-sublessee of Sublessee), to the condition required by such restoration
provisions of the Prime Lease) and otherwise comply with the surrender
provisions of the Prime Lease to the extent applicable to the Subleased
Premises.

            20. Nonliability. Sublessor and Sublessee agree that neither their
respective directors, officers, employees, shareholders nor any of their
respective agents shall have any personal obligation hereunder, and that
Sublessor and Sublessee shall not seek to assert any claim or enforce any of
their rights hereunder against such directors, officers, employees, shareholders
or agents.

            21. Binding and Entire Agreement. This Sublease shall be binding on
Sublessor and Sublessee and on their respective legal representatives,
successors and permitted assigns. This Sublease may not be modified except by
instrument in writing signed by both parties.

            22. Reference to Arbitration. If a dispute between Sublessor and
Sublessee arises in connection with this Sublease, Sublessor and Sublessee shall
resolve the same in the manner provided in and pursuant to the provisions of
Section 13.12(b) of the Rollup Agreement dated April __, 2002 (the "Rollup
Agreement"), among "Local Firm", PricewaterhouseCoopers International Limited,
PwC Consulting SCA, and "The Noncompete Parties" (as such terms are defined
therein).

            23. Consent of Landlord. The Rollup Agreement, sets forth the
agreement of the parties with respect to the obtaining of Landlord's consent to
the within Sublease.


            IN WITNESS WHEREOF, duly authorized representatives of the parties
hereto have executed this Sublease as of the day and year first above written.


                                        [_____________________________],

                                         by
                                            ____________________________________
                                            Name:
                                            Title:


                                        [_____________________________],
<PAGE>
                                                                              22


                                         by
                                            ____________________________________
                                            Name:
                                            Title:
<PAGE>
                                                                              23


             SAMPLE PARAGRAPHS COVERING REAL ESTATE TAXES, OPERATING
             EXPENSES, AIR CONDITIONING, CONDENSER WATER CHARGE AND
                                  ELECTRICITY.

            [__]. Taxes. (a) Article _____ of the Prime Lease provides, in part,
for the payment by Sublessor, as Tenant thereunder, of additional rent on
account of increases in "Taxes".

            (b) As and when Landlord shall render Prime Lease bills to Sublessor
on account of Tenant's Tax Payment due for a particular Tax Year, any part of
which shall occur during the Term hereof (which Tenant's Tax Payment is, as
stated in Section _____ of the Prime Lease, based upon the Landlord's Statement
furnished prior to or after such Tax Year until such time as a new Landlord's
Statement shall become effective), requiring Sublessor, as Tenant under the
Prime Lease, to pay additional rent on account thereof in installments (with
lump sum payment of any underpayment, all as provided in said Section _____)
(the amount of additional rent so required to be paid by Sublessor for such
particular Tax Year, pursuant to said Section _____, being hereinafter called
the "Tax Escalation"), Sublessor shall promptly furnish to Sublessee true and
complete photocopies of Landlord's Statement, and any revised Landlord's
Statement, together with any accompanying real estate tax bill, revised real
estate tax bill, or other material furnished therewith by Landlord. Sublessee
shall pay to Sublessor as additional rent hereunder an amount equal to
Sublessee's Pro Rata Share of the Tax Escalation for each such Tax Year
(equitably apportioned on a per diem basis, however, in the case of the Tax Year
in which the Term of this Sublease commences and in the case of the Tax Year in
which the Term of this Sublease shall expire or be sooner terminated), payment
of such amount to be made in like installments, or lump sum in the event of
underpayment, as provided in said Section _____ of the Prime Lease, with respect
to Tenant's Tax Payment.

            (c) If Sublessor shall receive from Landlord a refund or credit
adjustment to subsequent Tenant's Tax Payments on account of any Tenant's Tax
Payment additional rent paid by Sublessor for any Tax Year for which Sublessee
has paid any additional rent pursuant to the provisions of this paragraph __,
Sublessor shall promptly notify Sublessee thereof, and the refund or credit
adjustment so received by Sublessor shall be equitably apportioned (on a per
diem basis) and allocated to the periods for which the refund or credit so
obtained applies, and if Sublessee has paid additional rent pursuant to this
paragraph __ allocable to the period(s) to which the refund or credit applies,
then appropriate refund or credit shall be made to or allowed
<PAGE>
                                                                              24


Sublessee (not later than 30 days after receipt of such refund or credit from
Landlord). The foregoing obligation to make any refund or credit shall survive
the expiration or sooner termination of this Sublease.

            [__]. Operating Expenses. (a) Article _____ of the Prime Lease
provides, in part, for the payment by Sublessee as Tenant thereunder of
additional rent, on a monthly basis, equal to Tenant's Proportionate Share of
the amount by which the Operating Expense for a particular Escalation Year
exceeds the Base Operating Factor.

            (b) Sublessee shall pay to Sublessor, as additional rent, an amount
equal to Sublessee's Pro Rata Share of the additional rent that Sublessor is
required to pay to Landlord pursuant to Section _____ of the Prime Lease as
Tenant's Operating Payment for each Escalation Year, any portion of which shall
occur during the Term of this Sublease (equitably apportioned on a per diem
basis, in the event the Term hereof shall commence (or expire or sooner
terminate) on other than the first day (or last day) of an Escalation Year),
payment of such amount to be made in like installments, or lump sum in the event
of underpayment, as provided in said Section _____ of the Prime Lease, with
respect to Tenant's Operating Payment.

            (c) Pursuant to said Section _____ of the Prime Lease, Landlord
"may" furnish Sublessor, with respect to each Escalation Year, with Landlord's
estimate of Tenant's Operating Payment for such Escalation Year ("Landlord's
Estimate"), and Sublessor, in its capacity as Tenant under the Prime Lease, is
required to pay monthly additional rent during the Escalation Year in question
equal to one-twelfth (1/12) of Landlord's Estimate. (Said Section _____ also
permits Landlord to render revised estimates of Tenant's Operating Payment,
which, when rendered, shall be deemed and be included in the term of art
"Landlord's Estimate").

            (d) Sublessor shall furnish Sublessee with a copy of Landlord's
Estimate after receipt thereof by Sublessor. Together therewith, Sublessor shall
submit its statement to Sublessee setting forth the amount to be paid by
Sublessee for the Escalation Year in question based upon Landlord's Estimate.
The amount shown due for such Escalation Year, as set forth in Sublessor's
statement, shall be paid by Sublessee to Sublessor as additional rent in twelve
(12) monthly installments on the first day of each calendar month during the
Lease Year in question (subject to equitable apportionment in accordance with
subparagraph (b) above, in the event any calendar month of such Escalation Year
does not entirely fall within the Term of this
<PAGE>
                                                                              25


Sublease). If Landlord shall revise Landlord's Estimate, then Sublessor may
notify Sublessee of such revision, enclosing a copy thereof, and the remaining
monthly installments to be paid by Sublessee shall be appropriately adjusted in
accordance therewith. After the end of each Lease Year and receipt by Sublessor
of Landlord's Statement of the actual Operating Expenses for such Escalation
Year, prepared by Landlord (as provided in said Section _____ of the Prime
Lease), Sublessor shall furnish a photocopy thereof to Sublessee together with
Sublessor's statement setting forth whether Sublessee has paid more or less than
the amount shown due in Sublessor's statement (based upon Landlord's Statement)
and Sublessee shall remit any deficiency to Sublessor or receive a repayment
(or, at Sublessor's election, a rent credit against fixed rent and additional
rent next becoming due) from Sublessor, and only to the extent that Sublessor
receives a corresponding refund or credit from Landlord), as the case may be,
within 30 days after the date of Sublessor's receipt of such corresponding
refund or credit from Landlord. The foregoing obligation to make any refund or
credit shall survive the expiration or sooner termination of this Sublease.

            [__]. Air Conditioning; Condenser Water Charge. (a) Air conditioning
to the Subleased Premises is and shall be provided by Sublessor throughout the
Term hereof (via supplemental air conditioning units installed by Sublessor) on
a 24-hours-per-day, seven-days-per-week basis.

            (b) Pursuant to paragraph _____ of the HVAC Agreement dated _____,
forming part of the Prime Lease, Sublessor, as Tenant thereunder, is required to
pay a Condenser Water Charge, at an annual rate specified therein (which is
subject to adjustment, as therein provided) and which is payable in equal
monthly installments on the first day of each calendar month occurring during
the Lease Term. Sublessee shall pay to Sublessor, as additional rent hereunder,
Sublessee's Pro Rata Share of the Condenser Water Charge to Sublessor, such
payment by Sublessee to be made in equal monthly installments for each calendar
month occurring, or any part of which occurs, during the Term hereof (with
equitable proration made for any partial calendar month occurring during the
Term hereof). (Sublessor has advised Sublessee that, currently, Sublessee's Pro
Rata Share of the Condenser Water Charge for condenser water usage supplied to
the Subleased Premises is $_____ per annum ($_____ per month), representing
condenser water usage at a rate of $_____ per ton per annum for _____ tons of
supplemental air conditioning equipment.)
<PAGE>
                                                                              26


            (c) If Sublessor shall receive from Landlord a refund or credit
adjustment to subsequent Condenser Water Charges on account of any Condenser
Water Charge additional rent paid by Sublessor for any period which Sublessee
has paid any additional rent pursuant to the provisions of this paragraph _____,
Sublessor shall notify Sublessee thereof, and the refund or credit adjustment so
received by Sublessor shall be equitably apportioned (on a per diem basis) and
allocated to the periods for which the refund or credit so obtained applies, and
if Sublessee has paid additional rent pursuant to this paragraph _____ allocable
to the period(s) to which the refund or credit applies, then appropriate refund
or credit shall be made to or allowed Sublessee, not later than 30 days after
receipt of such refund or credit from Landlord. The foregoing obligation to make
any refund or credit shall survive the expiration or sooner termination of this
Sublease.

            [__]. Electricity. (a) Article _____ of the Prime Lease provides,
among other things, for Sublessor, as Tenant thereunder, to obtain (subject to
the limitations of Article _____) and pay for its entire separate supply of
electric current by direct application to and arrangement with the public
utility company servicing the Building, as well as for the Tenant, pursuant to
Section _____ thereof, to pay Landlord's charges for the furnishing and
installing of lighting, tubes, lamps, starters, bulbs and ballasts
(collectively, "Lighting Equipment"), as may be required in the Prime Lease
Premises.

            (b) In view of the necessity (as provided in paragraph _____ hereof)
to provide air conditioning to the Subleased Premises on a 24-hours-per-day,
seven-days-per-week basis, the parties have agreed that Sublessee (in lieu of
paying Sublessee's Pro Rata Share of Sublessor's costs of electricity) shall pay
to Sublessor, as additional rent hereunder, the sum of $_____ per month (the
"Monthly Basic Electric Charge") on account of Sublessor's costs of supplying
such air conditioning and electricity to the Subleased Premises, which shall be
paid on the first day of each calendar month occurring during the Term hereof,
with equitable proration being made in the event the Term hereof shall commence
(or sooner terminate) on other than the first day (or last day) of a calendar
month, and which Monthly Basic Electric Charge shall be subject to adjustment as
hereinafter provided. In the event the utility company from which Sublessor
purchases electricity shall, at any time during the Term hereof, increase the
rates (including any taxes forming a part thereof) that it charges Sublessor for
electricity furnished to the Prime Lease Premises, or if Sublessee shall
materially increase (or materially decrease)
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                                                                              27


its electrical consumption within the Subleased Premises (by adding or removing
equipment or other electric-consuming machinery or property, or otherwise), then
the Monthly Basic Electric Charge shall be appropriately increased (or
decreased) to reflect any such increase in rates (including taxes) and any such
material increase (or material decrease) in Sublessee's electrical consumption.
Sublessee shall promptly notify Sublessor when Sublessee adds (or removes)
material electric-consuming equipment or other machinery or property to (or
from) the Subleased Premises. Sublessor shall notify Sublessee of any increase
in the Monthly Basic Electric Charge by reason of rate increases (including
taxes) charged by the utility company, or material increases (or decreases) in
Sublessee's electrical consumption, which increased (or decreased) Monthly Basic
Electric Charge, as set forth in Sublessor's notice, shall be effective and paid
by Sublessee (retroactively, if necessary) as of the date of such rate increases
(including taxes) or date of such increased (or decreased) material electrical
consumption by Sublessee. Sublessee, however, shall have the right to contest
any increase (or decrease) in the Monthly Basic Electric Charge, and the
parties, in good faith, shall reasonably resolve any such contest, with, if
applicable, appropriate refund promptly made to Sublessee on the resolution of
such contest. Notwithstanding the foregoing, the parties acknowledge that the
initial Monthly Basic Electric Charge of $_____ was computed by dividing by 12
the $_____ actual utility company costs (including any and all sales taxes and
other charges of the utility company applicable thereto, hereinafter "Actual
Utility Company Costs") incurred by Sublessor for the calendar year _____ for
supplying air conditioning and electricity to the space which now comprises the
Subleased Premises. Within 120 days after the expiration of each calendar year,
any part of which shall occur during the Term hereof, Sublessor shall compute
its Actual Utility Company Costs of supplying air conditioning and electricity
to the Subleased Premises during such portion, or all, as the case may be, of
the prior calendar year, as shall occur during the Term hereof, and if such
Actual Utility Company Costs:

            (i) shall exceed the aggregate Monthly Basic Electric Charge sums
      payable, and paid, by Sublessee for such prior calendar year, Sublessee
      shall pay the difference, as additional rent hereunder, within 30 days
      after receipt of Sublessor's bill therefor, and, commencing on the first
      day of the calendar month next succeeding the calendar month in which said
      bill was rendered to Sublessee (or if such bill is rendered less than 15
      days prior to such first day, then commencing on the first day of the
      second calendar
<PAGE>
                                                                              28


      month next succeeding the calendar month in which said bill was rendered),
      the Monthly Basic Electric Charge payable by Sublessee shall be
      automatically increased to an amount equal to the quotient obtained by
      dividing the Actual Utility Company Costs for such prior calendar year (as
      stated in Sublessor's bill, and equitably adjusted to avoid distortion in
      the event only a portion of the prior calendar year occurred during the
      Term hereof) by 12, which increased amount shall be stated in Sublessor's
      bill, and which shall be subject to future adjustment in accordance with
      the provisions of this subparagraph (b), or

            (ii) shall be less than the aggregate Monthly Basic Electric Charge
      sums payable, and paid, by Sublessee for such prior calendar year,
      Sublessor shall, promptly after such computation, furnish a statement to
      Sublessee showing the computation thereof and, together with such
      statement, either remit the difference to Sublessee or afford Sublessee a
      credit in the amount of the difference against fixed rent and additional
      rent next becoming due hereunder. Commencing on the first day of the
      calendar month next succeeding the calendar month in which Sublessor
      furnished said statement to Sublessee, the Monthly Basic Electric Charge
      payable by Sublessee shall be automatically decreased to an amount equal
      to the quotient obtained by dividing the Actual Utility Company Costs for
      such prior calendar year (as stated in Sublessor's statement, and
      equitably adjusted to avoid distortion in the event only a portion of the
      prior calendar year occurred during the Term hereof) by 12, which
      decreased amount shall be stated in Sublessor's bill, and which shall be
      subject to future adjustment in accordance with the provisions of this
      subparagraph (b).

Sublessor, at Sublessee's request, shall furnish Sublessee with appropriate
backup documentation (e.g., utility company bills) showing Sublessor's
computation of the Actual Utility Company Costs for the prior calendar year or
portion thereof in question.

            (c) Sublessee shall also pay to Sublessor, as additional rent
hereunder, amount(s) billed by Landlord to Sublessor on account of Lighting
Equipment furnished and installed by Landlord in the Subleased Premises during
the Term of this Sublease. Such additional rent shall be paid within 30 days
after Sublessor has rendered its bill(s) therefor to Sublessee, which bill(s)
shall be accompanied by photocopies of the underlying bill(s) of Landlord.
<PAGE>
                                                                              29


            (d) If Sublessor shall receive from Landlord a refund or credit
adjustment to subsequent charges on account of any charge for electricity
additional rent paid by Sublessor for any period which Sublessee has paid any
additional rent pursuant to the provisions of this paragraph, Sublessor shall
notify Sublessee thereof, and the refund or credit adjustment so received by
Sublessor shall be equitably apportioned (on a per diem basis) and allocated to
the periods for which the refund or credit so obtained applies, and if Sublessee
has paid additional rent pursuant to this paragraph allocable to the period(s)
to which the refund or credit applies, then appropriate refund or credit shall
be made to or allowed Sublessee, not later than 30 days after receipt of such
refund or credit from Landlord. The foregoing obligation to make any refund or
credit shall survive the expiration or sooner termination of this Sublease.