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


     Agreement of Lease, made this 26th day of September 1996, between HUDSON
TELEGRAPH ASSOCIATES, a New York limited partnership, having an address c/o
Williams Real Estate Co. Inc., 530 Fifth Avenue, New York, New York 10036
("Owner" or "Landlord") and TELCO COMMUNICATIONS GROUP INC., a Virginia
corporation, having an address at 4219 Lafayette Center, Chantilly, Virginia
20151 ("Tenant").

     WITNESSETH:  Owner hereby leases to Tenant and Tenant hereby hires from
Owner a portion of the twelfth (12th) floor as shown hatched on Exhibit A
annexed hereto, a portion of the lower mezzanine as shown hatched on Exhibit
A-1 annexed hereto ("Mezzanine Premises") and a portion of the basement as
shown hatched on Exhibit A-2 annexed hereto ("Basement Premises")
collectively, the "premises" or "demised premises") in the building known as
60 Hudson Street (the "Building"), in the Borough of Manhattan, City of New
York, for the term (the "Term") of approximately ten (10) years and six (6)
months, to commence on the date hereof (the "Commencement Date") and to expire
on march 31, 2007 (the "Expiration Date") (or until such Term shall cease and
expire as hereinafter provided), at the fixed annual rental rate (the "Fixed
Rent") of $246,050.00 per annum, subject to adjustment as hereinafter
provided, which Tenant agrees to pay in lawful month 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 Tenant shall pay the first monthly installment(s) on
the execution hereof (unless this lease be a renewal).

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

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

Rent:

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

Occupancy:

     2.  Tenant shall use and occupy the demised premises for general
office purposes, and, to the extent permitted by the certificate of occupancy
for the Building, for telecommunications facilities and ancillary uses and for
no other purpose.

Tenant Alterations:
     3.  Tenant shall make no changes in or to the demised premises of any
nature without Owner's prior written consent.  Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant, at Tenant's
expense, may make alterations, installations, additions or 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 and will cause Tenant's contractors and sub-contractors to
carry such workman's compensation, general liability, personal and property
damage insurance as Owner may require.  If any mechanic's lien is filed
against the demised premises, or the building of which the same forms a part,
for work claimed to have been done for, or materials furnished to, Tenant,
whether or not done pursuant to this article, the same shall be discharged by
Tenant within thirty days thereafter, at Tenant's expense, by payment or
filing the bond required by law.  All fixtures and all paneling, partitions,
railings and like installations, installed in the premises at any time, either
by Tenant or by Owner on Tenant's behalf, shall, upon installation, become the
property of Owner and shall remain upon and be surrendered with the demised
premises unless Owner, by notice to Tenant no later than twenty days prior to
the 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.

Maintenance and Repairs:

     4.  Tenant shall, throughout the term of this lease, take good care of
the demised premises and the 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 neglect or of
Tenant, Tenant's subtenants, agents, employees, invitees or licensees, or
which arise out of any work, labor, service or equipment done for or supplied
to Tenant or any subtenant or arising out of the installation, use or
operation of the property or equipment of Tenant or any subtenant.  Tenant
shall also repair all damage to the building and 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 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 4 shall not
apply in the case of fire or other casualty which are dealt with in Article 9
hereof.

Window Cleaning:

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

Requirements of Law, Fire Insurance, Floor Loads:

6.  Prior to the commencement of the lease term, if Tenant is then in
possession, and at all times thereafter, Tenant, at Tenant's sole cost and
expense, 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 law, 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, whether or not 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
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Owner's satisfaction against all damages, interest, penalties and expenses,
including, but not limited to, reasonable attorney's fees, by cash deposit or
by surety bond in an amount and in a company satisfactory to 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 part 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 part, 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 in effect prior to the
commencement of Tenant's occupancy.  Tenant shall pay all costs, expenses,
fines, penalties, or damages which may be imposed upon Owner by reason of
Tenant's failure to comply with the provisions of this article and if by
reason of such failure the fire insurance rate shall, at the beginning of this
lease or at any time thereafter, be higher than it otherwise would be, then
Tenant shall reimburse Owner, as additional rent hereunder, for that portion
of all fire insurance premiums thereafter paid by Owner which shall have been
charged because of such failure by Tenant.  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 lease is subject and subordinate to all ground or underlying leases
and to all mortgages which may now or hereafter affect such leases or the real
property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages.  This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real
property of which the demised premises are a part.  In confirmation of such
subordination, Tenant shall from time to time execute promptly any certificate
that Owner may request.

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, nor for loss of or
damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its agents, servants or
employees.  Owner or its agents will not be liable for any such damage caused
by other tenants or persons in, upon or about said building or caused by
operations in construction of any private, public or quasi public work.  If at
any time any windows of the demised premises are temporarily closed, darkened
or bricked 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 therefor 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 liabilities, obligations, damages, penalties, claims,
costs and expenses for which Owner shall not be reimbursed by insurance,
including reasonable attorney's 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 omissions 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 writing, such approval
not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

9.  (a) If the demised premises or any part thereof shall be damaged by fire
or other casualty, Tenant shall give immediate notice thereof to Owner and
this lease shall continue in full force and effect except as hereinafter set
forth.  (b) If the demised premises are partially damages 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 in part by Tenant then rent shall be
apportioned as provided in subsection (b) above), subject to Owner's right to
elect not to restore the same as hereinafter provided.  (d) If the demised
premises are rendered wholly unusable or (whether or not the demised premises
are damaged in whole or in part) if the building shall be so damaged that
Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within 90 days after such fire or casualty, or 30 days after adjustment
of the insurance claim for such fire or casualty, whichever is sooner,
specifying a date for the expiration of the lease, which date shall not be
more than 60 days after the giving of such notice, and upon the date specified
in such notice the term of this lease shall expire as fully and completely as
if such date were the date set forth above for the termination of this lease
and Tenant shall forthwith quit, surrender and vacate the premises without
prejudice however, to Landlord's rights and remedies against Tenant under the
lease provisions in effect prior to such termination, and any rent owing shall
be paid up to such date and any payments of rent made by Tenant which were on
account of any period subsequent to such date shall be returned to Tenant.
Unless Owner shall serve a termination notice as provided 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 claim
against the other party for recovery for loss or damage resulting from fire or
other casualty, and to the extent that such insurance is in force and
collectible and to the extent permitted by law, Owner and Tenant each hereby
releases and waives all right of recovery with respect to subparagraphs (b),
(d), and (e) above, against the other or any one claiming through or under
each of them by way of subrogation or otherwise.  The release and waiver
herein referred to shall be deemed to include any loss or damage to the
demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein.  The foregoing release and waiver shall
be in force only if both releasors' insurance policies contain a clause
providing that such a release or waiver shall not invalidate the insurance.
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 shall 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
appurtenances removable by Tenant and agrees that Owner will not be obligated
to repair any damage thereto or replace the same.  (f) Tenant hereby waives
the provisions of Section 227 of the Real Property Law and agrees that the
provisions of this article shall govern and control in lieu thereof.

Eminent Domain:

10.  If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose,
then and in that event, the term of this lease shall cease and terminate from
the date of title vesting in such proceeding and Tenant shall have no claim
for the value of any unexpired term of said lease 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 fixtures 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-tenant or occupant as tenant, or a release
of Tenant from the further performance by Tenant of covenants on the part of
Tenant herein contained.  The consent by Owner to an assignment or
underletting shall not in any wise be construed to relieve Tenant from
obtaining the express consent in writing of Owner to any further assignment or
underletting.

Electric Current:

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 in any emergency at any time, and, at other
reasonable times, to examine the same and to make such repairs, replacements
and improvements as Owner may deem necessary and reasonably desirable to 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 such reasonable hours for the
purpose of showing the same to prospective purchasers or mortgagees of the
building, and during the last six months of the term for the purpose of
showing the
<PAGE>
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 may be necessary or permissible by master key or forcibly
and provided reasonable care is exercised to safeguard Tenant's property, such
entry shall not render Owner or its agents liable therefor, nor in any event
shall the obligations of Tenant hereunder be affected.  If during the last
month of the term Tenant shall have removed all or substantially all of
Tenant's property therefrom Owner may immediately enter, alter, renovate or
redecorate the demised premises without limitation or abatement of rent, or
incurring liability to Tenant for any compensation and such act shall have no
effect on this lease or Tenant's obligations hereunder.

Vault, Vault Space, Area:

14.  No Vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything
contained in or indicated on any sketch, blue print or 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 and/or occupied under a revocable license, and if any
such license be revoked, or if the amount of such space or area be diminished
or required by any federal, state or municipal authority or public utility,
Owner shall not be subject to any liability  nor shall Tenant be entitled to
any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual
eviction.  Any tax, fee or charge of municipal authorities for such vault or
area shall be paid by Tenant.

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

     (b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rent reserved hereunder the unexpired portion of the term demised and the
fair and reasonable rental value of the demised premises for the same period.
In the computation of such damages the difference between any installment of
rent becoming due hereunder after the date of termination and the fair and
reasonable rental value of the demised premises for the period for which such
installment was payable shall be discounted to the date of termination at the
rate of four percent (4%) per annum.  If such premises or any part thereof be
re-let by the Owner for the unexpired term of said lease, or any part thereof,
before presentation of proof of such liquidated damages to any court,
commission or tribunal, the amount of rent reserved upon such re-letting shall
be deemed to be the fair and reasonable rental value for the part 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 b 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 this lease
other than the covenants for the payment of rent or additional rent; or if the
demised premises become vacant or deserted; or if any execution or attachment
shall be issued against Tenant or any of tenant's property whereupon the
demised premises shall be taken or occupied by someone other than Tenant; or
if this lease be rejected under 235 of Title 11 of the U.S. Code (bankruptcy
code); then, in any one or more of such events, upon owner serving a written
fifteen (15) days' notice upon Tenant specifying the nature of said default
and upon the expiration of said fifteen (15) days, if Tenant shall have failed
to comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said fifteen (15) day period, and if Tenant shall not have
diligently commenced curing such default within such fifteen (15) day period,
and shall not thereafter with reasonable diligence and in good faith, proceed
to remedy or cure such default, then Owner may serve a written five (5) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said five 95) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such five (5) day period were the
day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Owner but Tenant shall remain liable as hereinafter provided.

     (2) If the notice provided for in (1) hereof shall have been given, and
the term shall expire as 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 Tenant shall make default hereunder prior to the date fixed
as the commencement of any renewal or extension of this lease, Owner may
cancel and terminate such renewal or extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:

     18. In case of any such default, re-entry,  expiration and/or dispossess by
summary proceedings or otherwise, (a) the rent 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 release or affect
Tenant's liability for damages. In computing such liquidated damages there shall
be added to the said  deficiency  such expenses as Owner may incur in connection
with re-letting, such as legal expenses,  reasonable attorney's fees, brokerage,
advertising and for keeping the demised  premises in good order or for preparing
the same for re-letting.  Any such  liquidated  damages shall be paid in monthly
installments  by Tenant  on the rent day  specified  in this  lease 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 any
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 premises are re-let,  for failure to
collect the rent thereof under such re-letting,  and in no event shall Tenant be
entitled  to receive any excess,  if any, of such net rents  collected  over the
sums  payable  by  Tenant  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 of demised premises, by
reason of the violation by Tenant of any of the covenants and conditions of this
lease, or otherwise.

Fees and Expenses:

19.  If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under or by virtue of
any of the terms or provisions in any article of this lease, after notice and
upon expiration of (except in an emergency), then, unless otherwise provided
elsewhere in this lease, Owner may immediately or at any time thereafter and
without notice perform the obligation of Tenant thereunder.  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
attorney's fees, in instituting, prosecuting or defending any action or
proceeding, and prevails in any such action or proceeding then Tenant will
reimburse Owner for such sums so paid or obligations incurred with interest an
d 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 to Owner
within ten (10) days of rendition of any 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, elevators, stairs, toilets or other public parts of the building
and to change the name, number or designation by which the building may be
known.  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
Owner's 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 Representations 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 rights, easements or licenses are
acquired by Tenant by implication or otherwise except as expressly set forth
in the provisions of this lease.  Tenant has inspected the building and the
demised premises and is thoroughly acquainted with their condition and agrees
to take the same "as is" and acknowledges that the taking of possession of the
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
<PAGE>
hereafter shall be ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.

End of Term:

22.  Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Owner the demised premises, broom clean, in
good order and condition, ordinary wear 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 preceding
business day.

Quiet Enjoyment:

23.  Owner covenants and agrees with Tenant that upon Tenant paying the rent
and additional rent and observing and performing all the terms, covenants and
conditions, on Tenant's part to be observed and performed, Tenant may
peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 31 hereof and to the ground leases, underlying leases and
mortgages hereinbefore 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, undertenant 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 certificate of occupancy has not been
procured or for any other reason, Owner shall not be subject to any liability
for failure to give possession on said date and the validity of the lease
shall not be impaired under such circumstances, nor shall the same be
construed in any wise to extend the term of this lease, but the rent payable
hereunder shall be abated (provided Tenant is not responsible for 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 condition required by this lease.  If permission is given to
Tenant to enter into the possession of the demised premises or to occupy
premises other than the demised premises prior to the date specified as the
commencement of the term of this lease, Tenant covenants and agrees that such
possession and/or occupancy shall be deemed to be under all the terms,
covenants, conditions and provisions of this lease except the obligation to
pay the fixed annual rent set forth in the preamble to this lease.  The
provisions of this article are intended to constitute "an express provision to
the contrary" within the meaning of Section 223-a of the New York Real
Property Law.

No Waiver:

25.  The failure of Owner to seek redress for violation of, or to insist upon
the strict performance of any covenant or condition of this lease or of any of
the Rules or Regulations, set forth or hereafter adopted by Owner, shall not
prevent a subsequent act which would have originally constituted a violation
from having all the force and effect of an original violation.  The receipt by
Owner of rent and/or additional rent with knowledge of the breach of any
covenant of this lease shall not be deemed a waiver of such breach and no
provision of this lease shall be deemed to have been waived by Owner unless
such waiver be in writing signed by Owner.  No payment by Tenant or receipt by
Owner of a lesser amount than the monthly 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 in this lease provided.  No
act or thing done by Owner or Owner'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 be 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 between Owner and Tenant that the respective
parties hereto shall and they hereby do waive trial by jury in any action
proceeding or counterclaim brought by either of the parties hereto against the
other (except for personal injury or property damage) on any matters
whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said
premises, and any emergency statutory or any other statutory remedy.  It is
further mutually agreed that in the event Owner commences any proceeding or
action for possession including a summary proceeding for possession of the
premises, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding including a counterclaim under Article 4
except for statutory mandatory counterclaims.

Inability to Perform:

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

Bills and Notices:

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

Services Provided by Owners:

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 a.m. to 6 p.m.; (c) water for ordinary lavatory
purposes, but if Tenant uses or consumes water for any other purposes or in
unusual quantities (of which fact Owner 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) said premises are
to be kept clean by Tenant at Tenant's sole expense, in a manner reasonably
satisfactory to Owner and no one other than persons approved by Owner shall be
permitted to enter said premises or the building of which they are a part for
such purpose.  Tenant shall pay Owner the cost of removal of any of Tenant's
refuse and rubbish from the building; (e) if the demised premises are serviced
by Owner's air conditioning/cooling and ventilating system, air
conditioning/cooling will be furnished to tenant from May 15th through
September 30th on business days (Mondays through Fridays, holidays excepted)
from 8:00 a.m. to 6:00 p.m., and ventilation 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,
as defined under Owner's contract with Operating Engineers Local 94-94A, Owner
will furnish 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 the heating, elevators, plumbing, electric, power systems
or other services, if 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  manufacturing.  The term  "Owner"  means a landlord or
lessor,  and as used in this  lease  mans 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 of the land and building) of which the demised  premises form
a part,  so that 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 sale,  or the
said lessee of the building, or of the land and building,  that the purchaser or
the  lessee of the  building  has  assumed  and  agreed to carry out any and all
covenants  and  obligations  of  Owner,  hereunder.  The  words  "re-enter"  and
"re-entry"  as used in this lease are not  restricted to their  technical  legal
meaning. The term "business days" as used in this lease shall exclude Saturdays,
Sundays  and all days as observed  by the State or Federal  Government  as legal
holidays and those  designated as holidays by the  applicable  building  service
union  employees  service  contract  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 authorized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation, license to enter upon the
demised premises for the purpose of doing such work as said person shall deem
necessary to preserve the wall or the building of which demised premises form
a part from injury or damage and to support the same by proper foundations
without any claim for damages or indemnity against Owner, or diminution or
abatement of rent.

Rules and Regulations:

33.  Tenant and Tenant's servants, employees, agents, visitors, and licensees
shall observe faithfully, and comply strictly with, the Rules and Regulations
and such other and further reasonable Rules and REGULATIONS as Owner or
Owner's agents may from time to time adopt.  Notice of any additional rules or
regulations shall be given in such manner as Owner may elect.  In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter
made or adopted by Owner or Owner's agents, the parties hereto agree to submit
the question of the reasonableness of such Rule or Regulation for decision to
the New York office of the American Arbitration Association, whose
determination shall be final and conclusive upon the parties hereto.  The
right to dispute the reasonableness of any additional Rule or Regulation upon
Tenant's part shall be deemed waived unless the same shall be asserted by
service of a notice, in writing upon Owner within fifteen (15) days after the
giving of notice thereof.  Nothing
<PAGE>
in this lease contained shall be construed to impose upon Owner any duty or
obligation to enforce the Rules and REGULATIONS or terms, covenants or
conditions in any other lease, as against any other tenant and Owner shall not
be liable to Tenant for violation of the same by any other tenant, its
servants, employees, agents, visitors or licensees.

Security:

34.  Tenant has deposited with Owner the sum of $0.00 as security for the
faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease,
including, but not limited to, the payment of rent and additional rent, Owner
may use, apply or retain the whole or any part of the security so deposited to
the extent required for the payment of any rent and additional rent or any
other sum as to which Tenant is in default or for any sum which Owner may
expend or may be required to expend by reason of Tenant's default in respect
of any of the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the re-letting of the premises,
whether such damages or deficiency accrued before or after summary proceedings
or other re-entry by Owner.  In the event that Tenant shall fully and
faithfully comply with all of the terms, provisions, covenants and conditions
of this lease, the security shall be returned to Tenant after the date fixed
as the end of the Lease and after delivery of entire possession of the demised
premises to Owner.  In the event of a sale of the land and building or leasing
of the building, of which the demised premises form a part, Owner shall have
the right to transfer the security to the vendee or lessee and Owner shall
thereupon be released by Tenant from all liability for the return of such
security; and Tenant agrees to look to the new Owner solely for the return of
said security, and it is agreed that the provisions hereof shall apply to
every transfer or assignment made of the security to a new Owner.  Tenant
further covenants that it will not assign or encumber or attempt to assign or
encumber the monies deposited herein as security and that neither Owner nor
its successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.

Estoppel Certificate:

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

Successors and Assigns:

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

IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

                                 HUDSON TELEGRAPH ASSOCIATES
Witness for Owner:               BY:     PMFWH NEWCORP, INC., GENERAL PARTNER


----------------------------             By:  /s/ John Deutsch
                                             ----------------------------
                                              Name:  John Deutsch
                                              Title:  Vice President


Witness for Owner:               TELCO COMMUNICATIONS GROUP INC.


-----------------------------    By: /s/ Bryan Rachlin
                                     --------------------------------
                                        Name:  Bryan Rachlin
                                        Title:  COO


                         ACKNOWLEDGMENTS

CORPORATE OWNER
STATE OF NEW YORK   ss.:
COUNTY OF

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

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


CORPORATE TENANT
STATE OF NEW YORK   ss.:
COUNTY OF

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

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

INDIVIDUAL OWNER
STATE OF NEW YORK    ss.:
COUNTY OF

     On this      day of                  , 19     , before me personally came
                          to me known and known to me to be the individual
described in and who, as OWNER, executed the foregoing instrument and
acknowledged to me that                 he executed the same.

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

INDIVIDUAL TENANT
STATE OF NEW YORK    ss.:
COUNTY OF

     On this      day of                  , 19     , before me personally came
                          to me known and known to me to be the individual
described in and who, as TENANT, executed the foregoing instrument and
acknowledged to me that                 he executed the same.

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




<PAGE>

[Guaranty section stricken through]


                   RULES AND REGULATIONS ATTACHED TO AND
                         MADE A PART OF THIS LEASE
                       IN ACCORDANCE WITH ARTICLE 33.

1.     The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or
encumbered by any Tenant or used for any purpose other than for ingress or
egress from the demised premises and for delivery of merchandise and equipment
in a prompt and efficient manner using elevators and passageways designed for
such delivery by Owner.  There shall not be used in any space, or in the
public hall of the building, either by any Tenant or by jobbers or others in
the delivery or receipt of merchandise, any hand trucks, except those equipped
with rubber tires and sideguards.  If said premises are situated on the ground
floor of the building, Tenant thereof shall further, at Tenant's expense, keep
the sidewalk and curb in front of said premises clean and free from ice, snow,
dirt and rubbish.

2.     The water and wash closets and plumbing fixtures shall not be used for
any purposes other than those for which they were designed or constructed and
no sweepings, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from
the violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

3.     No carpet, rug or other article shall be hung or shaken out of any
window of the building and no Tenant shall sweep or throw or permit to be
swept or thrown from the demised premises any dirt or other substances into
any of the corridors or halls, elevators, or out of the doors or windows or
stairways of the building and Tenant shall not use, keep or permit to be used
or kept any foul or noxious gas or substance in the demised premises, or
permit or suffer the demised premises to be occupied or used in a manner
offensive or objectionable to Owner or other occupants of the building by
reason of noise, odors, and/or vibrations, or interfere in any way with other
Tenants or those having business therein, nor shall any bicycles, vehicles,
animals, fish, or birds be kept in or about the building.  Smoking or carrying
lighted cigars or cigarettes in the elevators of the building is prohibited.

4.     No awnings or other projections shall be attached to the outside walls
for the building without the prior written consent of Owner.

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

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

7.     No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, nor shall any changes be made in existing
locks or mechanism thereof.  Each Tenant must, upon the termination his
Tenancy, restore to Owner all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by, such Tenant, and in the event of the
loss of any keys, so furnished, such Tenant shall pay to Owner the cost
thereof.

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

9.     Canvassing, soliciting and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.

10.     Owner reserves the right to exclude from the building all persons who
do not present a pass to the building signed by Owner.  Owner will furnish
passes to persons for whom any Tenant requests same in writing.  Each Tenant
shall be responsible for all persons for whom he requests such pass and shall
be liable to Owner for all acts of such persons.  Tenant shall not have a
claim against Owner by reason of Owner excluding from the building any person
who does not present such pass.

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

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

13.     If the building contains central air conditioning and ventilation,
Tenant agrees to keep all windows closed at all times and to abide by all
rules and regulations issued by Owner with respect to such services.  If
Tenant requires air conditioning or ventilation after the usual hours, Tenant
shall give notice in writing to the building superintendent prior to
3:00 p.m., in the case of services required on weekdays, and prior to
3:00 p.m. on the day prior in case of after hours service required on weekends
or on holidays.  Tenant shall cooperate with Owner in obtaining maximum
effectiveness of the cooling system by lowering and closing Venetian blinds
and/or drapes and curtains when the suns rays fall directly on the windows of
the demised premises.

14.     Tenant shall not move any safe, heavy machinery, heavy equipment,
bulky matter, or fixtures into or out of the building without Owner's prior
written consent.  If such safe, machinery, equipment, bulky matter or fixtures
requires special handling, all work in connection therewith shall comply with
the Administrative Code of the City of new York and all other laws and
regulations applicable thereto and shall be done during such hours as Owner
may designate.

15.     Refuse and Trash.  (1) Compliance by Tenant.  Tenant covenants and
agrees, at its sole cost and expense, to comply with all present and future
laws, orders, and regulations of all state, federal, municipal, and local
governments, departments, commission and boards regarding the collection,
sorting, separation and recycling of waste products, garbage, refuse and
trash.  Tenant shall sort and separate such waste products, garbage, refuse
and trash into such categories as provided by law.  Each separately sorted
category of waste products, garbage, refuse and trash shall be placed in
separate receptacles reasonably approved by Owner.  Such separate receptacles
may, at Owner's option, be removed from the demised premises in accordance
with a collection schedule prescribed by law.  Tenant shall remove, or cause
to be removed by a contractor acceptable to Owner, at Owner's sole discretion,
such items as Owner may expressly designate.  (2) Owner's Rights in Event of
Noncompliance.  Owner has the option to refuse to collect or accept from
Tenant waste products, garbage, refuse or trash (a) that is not separated and
sorted as required by law or (b) which consists of such items as Owner may
expressly designate for Tenant's removal, and to require Tenant to arrange for
such collection at Tenant's sole cost and expense, utilizing a contractor
satisfactory to Owner.  Tenant shall pay all costs, expenses, fines,
penalties, or damages that may be imposed on Owner or Tenant by reason of
Tenant's failure to comply with the provisions of this Building Rule 15, and,
at Tenant's sole cost and expense, shall indemnify, defend and hold Owner
harmless (including reasonable legal fees and expenses) from and against any
actions, claims and suits arising from such noncompliance, utilizing counsel
reasonably satisfactory to Owner.

------------------------------------
Address
Premises
------------------------------------

                 TO

------------------------------------
          STANDARD FORM OF
               OFFICE
               LEASE
The Real Estate Board of New York, Inc.
Copyright 1994.  All rights reserved.
    Reproduction in whole or in
        part prohibited.
-------------------------------------
Dated                      19

Rent Per Year

Rent Per Month

Term
From
To

Drawn by........................
Checked by......................
Entered by......................
Approved by.....................
----------------------------------------
<PAGE>
                    ENDNOTES TO LEASE DATED AS OF
                  SEPTEMBER 26, 1996 BETWEEN HUDSON
                  TELEGRAPH ASSOCIATES, AS LANDLORD,
                  AND TELCO COMMUNICATIONS GROUP INC.,
                              AS TENANT


(1)     willful misconduct

(1A)    for more than ten (10) days after written notice from Landlord

(2)     the applicable grace period as provided in Article 17.

<PAGE>
            RIDER TO LEASE DATED AS OF SEPTEMBER, 26, 1996 BETWEEN
                HUDSON TELEGRAPH ASSOCIATES, AS LANDLORD, AND
                 TELCO COMMUNICATIONS GROUP INC., AS TENANT


     If and to the extent that any of the provisions of this rider conflict or
are otherwise inconsistent with any of the printed provisions of this lease,
whether or not such inconsistency is expressly noted in this rider, the
provisions of this rider shall prevail.

37.  Definitions
     -----------
     The following terms contained in this Article 37 shall have the meanings
hereinafter set forth as such terms are used throughout this lease, including
the exhibits, schedules and riders hereto (if any).

     (A)  "Base Tax Year" shall mean the tax calendar year 1997.

     (B)  "Base Year Taxes" shall mean the Real Estate Taxes as finally
          determined for the Base Tax Year (to wit, the average of the Real
          Estate Taxes as finally determined for the July 1, 1996 - June 30,
          1997 and July 1, 1997 - June 30, 1998 tax fiscal years)

     (C)  "Subsequent Tax Year" shall mean any tax fiscal year commencing
          after July 1, 1997.

     (D)  "Tenant's Proportionate Share" shall mean 1.34%.

     (E)  "Base Labor Month" shall mean January, 1997.

     (F)  "Multiplication Factor" shall mean 11,265.

     (G)  "Labor Rate Multiple" shall mean one (1).

     (H)  "Broker" shall mean Williams Real Estate Co. Inc.

     (I)  "Rent Commencement Date" shall mean April 1, 1997.

     (J)  "Law" shall mean any law, rule, order, ordinance, regulation or
          requirement of any governmental authority having or asserting
          jurisdiction or any order, rule, requirement or regulation of any
          utility company, insurer of Landlord or the Board of Fire
          Underwriters (or successor organization), whether now or hereafter
          in effect, and all amendments thereto.

38.  Rental Payments
     ---------------
     (A) All  payments  other than Fixed Rent to be made by Tenant  pursuant  to
this lease shall be deemed  additional rent and, in the event of any non-payment
thereof,  Landlord shall have all rights and remedies  provided for herein or by
law for non-payment of rent.

     (B)     All payments of Fixed Rent and additional rent (collectively,
"rent" or "rental") to be made by Tenant pursuant to this lease shall be made
by checks drawn upon a United States Bank.

     (C)     If Landlord receives from Tenant any payment less than the sum of
the Fixed Rent and additional rent then due and owing pursuant to this lease,
Tenant hereby waives its right, if any, to designate the items to which such
payment shall be applied and agrees that Landlord in its sole discretion may
apply such payment in whole or in part to any Fixed Rent, any additional rent
or to any combination thereof then due and payable hereunder.

     (D)     Unless Landlord shall otherwise expressly agree in writing,
acceptance of Fixed Rent or additional rent from anyone other than Tenant
shall not relieve Tenant of any of its obligations under this lease, including
the obligation to pay Fixed Rent and additional rent, and

<PAGE>
Landlord shall have the right at any time, upon notice to Tenant, to require
Tenant to pay the Fixed Rent and additional rent payable hereunder directly to
Landlord.  Furthermore, such acceptance of Fixed Rent or additional rent shall
not be deemed to constitute Landlord's consent to an assignment of this lease
or a subletting or other occupancy of the demised premises by anyone other
than Tenant, nor a waiver of any of Landlord's rights or Tenant's obligations
under this lease.

     (E)     Landlord's failure to timely bill all or any portion of any
amount payable pursuant to this lease for any period during the Term shall
neither constitute a waiver of Landlord's right to ultimately collect such
amount or to bill Tenant at any subsequent time retroactively for the entire
amount so unbilled, which previously unbilled amount shall be payable within
thirty (30) days after being so billed.

39.  Tax Escalation
      --------------
     (A)     For purposes of this lease, "Real Estate Taxes" shall mean all
the real estate taxes and assessments imposed by any governmental authority
having jurisdiction over the Building and the land upon which it is located
("Land") (including specifically, but without limitation, so-called "BID"
taxes) or any tax or assessment hereafter imposed in whole or in part in
substitution for such real estate taxes and/or assessments.

     (B)     If the Real Estate Taxes for any Subsequent Tax Year during the
Term exceed the Base Year Taxes (as initially imposed, if not formally
determined when a payment is due pursuant to this Section (B)), Tenant shall
pay Landlord Tenant's Proportionate Share of such excess within thirty (30)
days after Landlord shall furnish to Tenant a statement (the "Tax Statement")
setting forth the amount thereby due and payable by Tenant.  If Real Estate
Taxes are payable by Landlord to the applicable taxing authority in
installments, then Landlord shall bill Tenant for Tenant's Proportionate Share
of increased Real Estate Taxes in corresponding installments, such that
Tenant's payment is due not more than thirty (30) days prior to the date when
Landlord is obligated to pay the Real Estate Taxes to the applicable taxing
authority.  If the actual amount of Real Estate Taxes is not known to Landlord
as of the date of Landlord's Tax Statement, then Landlord may nevertheless
bill Tenant for such installment on the basis of a good faith estimate, in
which event Tenant shall pay the amount so estimated within thirty (30) days
after receipt of such bill, subject to prompt refund by Landlord, or payment
by Tenant, upon a supplemental billing by Landlord once the amount actually
owed by Tenant is determined.  Upon Tenant's request, Landlord shall provide
Tenant with a copy of the current tax bill used in the preparation of the Tax
Statement.

     (C)     If the Base Year Taxes ultimately are reduced to less than the
Real Estate Taxes initially imposed upon the Land and the Building for the
Base Tax Year, Tenant shall pay Landlord, promptly upon demand, any additional
amount thereby payable pursuant to Section (B) for all applicable Subsequent
Tax Years.

     (D)     If Landlord receives any refund of Real Estate Taxes for any
Subsequent Tax Year for which Tenant has made a payment pursuant hereto,
Landlord shall (after deducting from such refund all expenses incurred in
connection therewith) pay Tenant, if not in default hereunder, Tenant's
Proportionate Share of the net refund.  Tenant shall pay Landlord Tenant's
Proportionate Share of the costs and expenses of any nature (including,
without limitation, consulting, appraisal, legal and accounting fees) incurred
by Landlord in connection with any tax protest or other proceeding or
arrangement leading or intending to lead to a reduction in Real Estate Taxes,
whether before or after the initial assessment thereof.

     (E)     If any Subsequent Tax year is only partially within the Term, all
payments pursuant hereto shall be appropriately prorated, based on the portion
of the Subsequent Tax Year which is within the Term.  Except as limited by
Articles 9 and 10:  (1) Tenant's obligation to make the payments required by
Sections (B), (C) and (D) shall survive the Expiration Date or any sooner
termination of this lease; and (2) Landlord's obligation to make the payments
required by Section (D) shall survive the Expiration Date or any sooner
termination of this lease pursuant to Articles 9 and 10.

<PAGE>
     (F)     Each Tax Statement given by Landlord pursuant to Section (B)
shall be binding upon Tenant unless, within thirty (30) days after its receipt
of such Tax Statement, Tenant notifies Landlord 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 Landlord to be due, subject to prompt refund by
Landlord (without interest) upon any contrary determination.

40.  Expense Escalation
     ------------------
     (A)  For purposes of the formula and other provisions set forth in this
Article and elsewhere in this lease:

     (1) "Rate"  shall mean the  minimum  regular  hourly  wage rate,  including
adjustments of every kind and nature (not including,  however, so-called "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,  Inc. (or any
successor  thereto) and Local 32B - 32J of the Service  Employees  International
Union,  AFL-CIO (or any successor thereto),  covering the wage rates for Porters
in such buildings  ("Agreement"),  provided,  however, that, (a) if, at any time
during the Term,  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, including adjustments
of every kind and nature (not including, however, so-called fringe benefits) 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  hours,  at a regular  hourly wage rate (not  including  so-called  fringe
benefits), of $12.00 for the first thirty hours and an overtime hourly wage rate
(not  including  so-called  fringe  benefits),  of $15.00 for the  remaining ten
hours, the average hourly wage rate (not including  so-called fringe  benefits),
for the applicable period shall, before adjustment pursuant to the provisions of
Section  (B),  be the  weekly  wage rate of  $510.00,  divided  by the number of
regular hours of employment, to wit, forty, or $12.75), and that, (b) if, at any
time during the Term, no Agreement  exists,  Rate shall mean the average minimum
regular  hourly wage rate,  including  adjustments of every kind and nature (not
including,  however,  so-called fringe benefits)  actually payable to Porters by
Landlord 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).

          (2)     "Base Rate" shall mean the Rate in effect during the Base
Labor Month.

          (3)     "Porters" shall mean those employees engaged in the general
maintenance and operation of office buildings, classified as "Others" in the
current Agreement, who have been employed for twenty-five (25) years or more,
or failing such classification in any subsequent Agreement, the most nearly
comparable classification in such Agreement.

     (B)  In determining the Base Rate and/or the Rate on each applicable
occasion pursuant to this lease, the Base Rate and the Rate shall be
calculated on the basis of the number of hours that would be actually worked
by Porters during the applicable calendar year pursuant to the Agreement
assuming all time which Porters were entitled not to work, if all relevant
circumstances provided for in the Agreement occurred, actually was not worked
[e.g., if the Agreement is predicated on a 2,080 hour work year (40 hours X 52
weeks) and Porters are paid for the following time which they are entitled not
to work if all relevant circumstances provided for in the Agreement occur
(Vacation - 120 hours, Holidays - 88 hours, Birthday - 8 hours, Medical
Checkup - 16 hours, Sick Days - 80 hours, Disaster Day - 8 hours and Relief
Time - 148.5 hours), then the Base Rate and the Rat shall be calculated on the
basis of Porters actually working 1,611.5 hours (2,080 hours less 468.5
hours)].

     (C)  If, in any period during the Term, the Rate exceeds the Base Rate,
Tenant shall pay Landlord an amount ("Expense Escalation") equal to the
product of )1) the Multiplication Factor, multiplied by (2) the Labor Rate
Multiple, multiplied by (3) the amount by which the Rate exceeds the Base
Rate.  The Expense Escalation shall be appropriately adjusted for any such
period which is only partially within the Term.  The Expense Escalation shall
be payable

<PAGE>
in equal monthly installments, commencing with the first installment of Fixed
Rent due on or after the effective date of any increase in the Rate and
continuing thereafter until the effective date of any subsequent increase,
whereupon such installments shall be appropriately adjusted.  Landlord shall
furnish Tenant with a statement itemizing Tenant's liability pursuant to this
subdivision whenever such liability arises or changes.  Except as limited by
Articles 9 and 10, Tenant's obligation to make such payments shall survive the
Expiration Date or any sooner 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, "PW Law"), 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 covered by the PW Law ("Law Period"), the
Rate for purposes of this Article shall be deemed to increase by the same
percentage and for the same period as comprehended by the most recent increase
in the Rate prior to the effective date of the PW Law, which periodic increase
shall be deemed to continue throughout the Law Period.

     (D)  Each statement given by Landlord pursuant to Section (C) shall be
binding upon Tenant unless, within thirty (30) days after its receipt of such
statement, Tenant notifies Landlord 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 Landlord to be due, subject to prompt refund by Landlord
(without interest) upon any contrary determination.

     (E)  As used herein:

          (1)     "Fuel Cost" shall mean Landlord's cost for all fuel
(including steam and/or oil) used in the operation of the Building.

          (2)     "Electricity Cost" shall mean Landlord's cost for all
electricity used in lighting all the public and service areas of the Building
and operating all of the service facilities of the Building (as determined by
an independent electrical engineer or consultant selected by Landlord);

          (3)     "Utilities Cost" shall mean the sum of the Fuel Cost and the
Electricity Cost;

          (4)     "Base Utilities Cost" shall mean the Utilities Cost for the
initial Utility Year (i.e., 1997); and

          (5)     "Utility Year" shall mean each calendar year all or any part
of which falls within the Term.

     (F)  If the Utilities Cost for any Utility Year shall be greater than the
Base Utilities Cost, Tenant shall pay Landlord Tenant's Proportionate Share of
such excess ("Utilities Payment").  Any such liability shall be appropriately
prorated for the final Utility Year.  Tenant's obligation to make such payment
shall survive the expiration or sooner termination of this lease.

     (G)  After the initial Utility Year, Landlord shall forward Tenant an
itemized statement ("Utilities Statement") of the Base Utilities Cost.
Thereafter, Landlord shall forward Tenant a Utilities Statement of the
Utilities Cost for the prior Utility Year and a computation of the amount
Payable by Tenant Pursuant to Section (F).

     (H)  With each installment of Fixed Rent payable during the second
Utility Year, Tenant shall pay Landlord, on account of the amount payable
pursuant to this Article for such Utility Year, Tenant's Proportionate Share
of the product of (i) five percent (5%) of the Base Utilities Cost, and (ii)
one-twelfth) (1/12).  Such payments shall be deferred until Landlord forwards
the applicable Utilities Statement of Base Utilities Cost, whereupon tenant
promptly shall pay all deferred payments and thereafter commence such
payments.

     (I)  With each installment of Fixed Rent payable during and after the
third Utility Year, Tenant shall pay to landlord on account of the amount
payable pursuant to this Article for the then Utility Year.

<PAGE>
          (1)     until Landlord forwards the applicable Utilities Statement
for the preceding Utility Year, the amount of the monthly payment during
December of such preceding Utility Year; and

          (2)     after Landlord forwards the applicable Utilities Statement
for the preceding Utility Year, one-twelfth of the amount payable pursuant to
Section (F) for such preceding Utility Year.

     (J)  Once Landlord forwards the applicable Utilities Statement for the
preceding Utility Year, Landlord and/or Tenant, as the case may be, promptly
shall make appropriate payment to the other (without interest) of any amount
overpaid by Tenant or owing to Landlord for such Utility Year based on the
amount due pursuant to such Utilities Statement and amounts theretofore paid
by Tenant for such preceding Utility Year.

     (K)  Landlord's Utilities Statement for any Utility Year shall be
conclusive and binding upon Tenant unless within thirty (30) days after
receipt of such Utilities Statement, Tenant notifies Landlord that it disputes
the correctness of the Utilities Statement, specifying the respects in which
it is claimed to be incorrect.  In the event of any such dispute, pending the
determination thereof, Tenant shall make payment in accordance with Landlord's
Utilities Statement, without prejudice to its position.  If such dispute is
determined in Tenant's favor, Landlord shall forthwith pay Tenant (without
interest) the amount so overpaid by Tenant.

41.     Abatement and Adjustments of Fixed Rent
        ---------------------------------------

     Anything herein to the contrary notwithstanding:

     (A)  Provided this lease shall be in full force and effect and Tenant
shall not be in default hereunder beyond any applicable notice and grace
period, the Fixed Rent shall abate from the Commencement Date through the date
that is one day prior to the Rent Commencement Date; and

     (B)  Effective on April 1, 2002, the Fixed Rent shall be increased to
$268,200.00 per annum.

42.     Electricity
        -----------

     (A)  Landlord shall furnish up to ten (10) watts of electric current per
rentable square foot at a location designated by Landlord for Tenant's use in
the demised premises upon and subject to the terms and conditions set forth in
this Article 42.  In bringing such current from such designated location to
the premises, Tenant shall use only such electrical contractors as are then on
the approved list for the Building.  Any additional current required by Tenant
shall be provided by Landlord, if available, at a one time cost of $250.00 per
amp if provided during the twelve (12) month period after the date hereof, and
if later provided, then at Landlord's standard charge.  If at any time during
the Term, whether before or after Tenant's power is increased or decreased,
Landlord reasonably determines that Tenant is not using any portion of the
electric capacity then servicing the demised premises, then Landlord shall
have the right to recapture any such power not then being used by Tenant
without compensation to Tenant.  Tenant's consumption of electrical energy at
the demised premises shall be measured by submeters installed by Landlord at
Tenant's expense.

     (B)  (1)  From and after the Commencement Date, Tenant shall purchase all
electric current consumed in or in connection with the demised premises from
Landlord or Landlord's designated agent and pay therefor an amount equal to
105% of Landlord's Average Cost (as hereinafter defined) applied to all
electricity consumed in or in connection with the demised premises during the
applicable billing period, as measured by the submeters in the demised
premises.

          (2)     "Landlord's Average Cost" for all purpose of this lease
shall be determined by dividing (y) the total dollar amount billed to landlord
for the Building by the public utility company providing electric current to
the Building (the "Utility Company") for the relevant billing period
(including, without limitation, all charges for "demand," fuel, "on-peak"

<PAGE>
and "off-peak" usage, "time of day" usage and any and all other relevant
adjustments and charges) by (z) the total kilowatt hours utilized by the
Building for such billing period.

     (C)  Where more than one submeter measures Tenant's consumption of
electricity, the service rendered through each submeter may be computed and
billed separately in accordance with the provisions hereof.  Bills therefor
shall be rendered at such times as Landlord may elect and shall be payable on
demand as additional rent.  In the event that such bills. are not paid within
thirty (30) days after the same are rendered, Landlord may, without further
notice, discontinue the service of electric current to the demised premises
without releasing Tenant from any liability under this lease and without
Landlord's agent incurring any liability for any damage or loss sustained by
Tenant by such discontinuance of service.

     (D)  Landlord shall not in any way be liable or responsible to Tenant for
any loss, damage or expense which Tenant may sustain or incur if either the
quantity or character of electric service is changed or is no longer available
or suitable for Tenant's requirements.  Tenant's use of electric current shall
never exceed the capacity of existing feeders or risers to, or wiring
installations in, the Building and the demised premises.  Any riser or risers
to supply Tenant's electrical requirements will, upon written request of
Tenant, be installed by Landlord at the sole cost and expense of Tenant if, in
Landlord's reasonable judgment, the same are necessary and will not cause
adverse damage or injury to the Building or the operation thereof or the
demised premises, cause or create a dangerous or hazardous condition, entail
excessive or unreasonable alterations, repairs or expense or interfere with or
disturb other tenants or occupants.  In addition to the installation of such
riser or risers, Landlord will also, at the sole cost and expense of Tenant,
install all other equipment proper and necessary in connection therewith,
subject to the aforesaid terms and conditions.  All of such costs and expense
shall be paid by Tenant to Landlord within fifteen (15) days after rendition
of any bill or statement to Tenant therefor.

     (E)  Landlord may discontinue such service of electric current upon sixty
(60) days' notice to Tenant without being liable to Tenant therefor or without
in any way affecting this lease or the liability of Tenant hereunder or
causing a diminution of Fixed Rent.  Such discontinuance shall not be deemed
to be a lessening or diminution of service within the meaning of any law, rule
or regulation now or hereafter enacted, promulgated or issued.  In the event
Landlord gives such notice of discontinuance, Landlord shall permit Tenant to
receive such service direct from the Utility Company, in which event Tenant
shall, at its own cost and expense, furnish and install all risers, service
wiring, switches and other equipment necessary for such installation and
required by the Utility Company and, at its own cost and expense, maintain and
keep in good repair all such risers, wiring, switches and equipment.

     (F)  Tenant shall make no alterations or additions to the electric
equipment and/or appliances presently installed in the demised premises
without the prior written consent of Landlord in each instance.  Rigid conduit
only will be allowed.

     (G)  If any tax is imposed upon Landlord's receipt from the sale or
resale of electric energy to Tenant by any federal, state or municipal
authority, where permitted by law, Tenant's pro-rata share of such taxes shall
be paid by Tenant to Landlord.

     (H)  Anything in Section (B) to the contrary notwithstanding, if the
Commencement Date shall occur prior to the installation and proper calibration
of the submeters, then Tenant shall pay Landlord for Tenant's consumption of
electricity in the demised premises at the rate of $1,328.00 per month during
any period when construction is taking place in the demised premises or at the
rate of $2,656.00 per month from and after the date on which Tenant occupies
all or a portion of the demised premises for the conduct of business.  In
addition, if during any time during the Term, it shall be determined that the
submeters servicing the demised premises were malfunctioning, Tenant shall pay
Landlord an amount reasonably estimated by Landlord's electrical consultant to
be the amount that would have been payable by Tenant had such malfunction not
occurred.
<PAGE>
43.  Restrictions on Use
        -------------------

     (A)  Notwithstanding anything to the contrary contained in Article 2,
Tenant shall use the Basement Premises for the installation of a 600 gallon
diesel tank only, and the Mezzanine Premises for the installation of a 350 kw
generator only and for no other purposes.  The installation of the diesel tank
and the 350 kw generator, as provided in the foregoing sentence, shall be
subject to all applicable provisions of this Lease, including, without
limitation, Article 54.

     (B)  Anything in Article 2 and subsection A of this Article 43 to the
contrary notwithstanding, Tenant shall not use or permit all or any part of
the demised premises to be used for the:  (1) storage for purpose of sale of
any alcoholic beverage in the demised premises; (2) storage for retail sale of
any product or material in the demised premises; (3) conduct of a
manufacturing, printing or electronic data processing business, except that
Tenant may operate business office reproducing equipment, electronic data
processing equipment and other business machines for Tenant's own requirements
(but shall not permit the use of any such equipment by or for the benefit of
any party other than Tenant); (4) rendition of any health or related services,
conduct of a school or conduct of any business which results in the presence
of the general public in the demised premises; (5) conduct of the business of
an employment agency or executive search firm; (6) conduct of any public
auction, gathering, meeting or exhibition; (7) conduct of a stock brokerage
office or business; or (8) occupancy of a foreign, United States, state,
municipal or other governmental or quasi-governmental body, agency or
department or any authority or other entity which is affiliated therewith or
controlled thereby.

     (C)  Tenant shall not use or permit all or any part of the demised
premises to be used in any manner that is inconsistent with a first class
office building or so as to impose any additional burden upon Landlord in its
operation.

     (D)  Tenant shall not obtain or accept for use in the demised premises
ice, drinking water, food, beverage, towel, barbering, boot blacking, floor
polishing, lighting maintenance, cleaning or other similar services from any
party not theretofore approved by Landlord (which party's charges shall not be
excessive).  Such services shall be furnished only at such hours, in such
places within the demised premises and pursuant to such regulations as
Landlord prescribes.

44.  Assignment. Etc.
     ---------------

     Supplementing Article 11:

     (A)  Tenant shall neither:  (i) publicly advertise for and/or assign,
sublet or permit the occupancy of all or any part of the demised premises at a
rental rate less than the rental rate at which Landlord is then offering to
lease comparable space in the Building; or (ii) assign this lease to or sublet
to or permit the occupancy of all or any part of the demised premises by any
other party which is then a tenant, subtenant, licensee or occupant of any
space in the Building or which has negotiated with Landlord for space in the
Building within the twelve (12) month period preceding the date of Landlord's
receipt of Tenant's Notice pursuant to Section (B) (nor shall Tenant accept an
assignment of a lease or sublet space from any tenant, subtenant, licensee or
occupant of any space in the Building).  Tenant shall designate Williams Real
Estate Co. Inc. (or the then rental agent for the Building) as its exclusive
agent in connection with any subletting of all or any part of the premises or
any assignment of this lease.

     (B)  If Tenant wishes to assign this lease (a transfer of more than a
fifty percent (50%) beneficial interest in Tenant, whether such transfer
occurs at one time, or in a series of related transactions, and whether of
stock, partnership interest or otherwise, by any party in interest being
deemed an assignment of this lease), sublet all or any part of the demised
premises or permit the demised premises to be occupied by any other party,
Tenant shall first notify Landlord ("Tenant's Notice"), specifying the name of
the proposed assignee, subtenant or occupant, the name of and character of its
business, the terms of the proposed assignment, sublease or occupancy
(including, without limitation, the commencement and expiration dates thereof)
and current information as to the financial responsibility and standing of the
proposed assignee, sublessee or occupant and shall provide Landlord with such
other information as it reasonably requests.  Tenant's Notice shall be
accompanied by a copy of the executed
<PAGE>
assignment, sublease or occupancy agreement and all related documents
involving the premises.  If only a portion of the demised premises (not
constituting an entire floor of the Building) is to be so sublet or occupied,
Tenant's Notice shall be accompanied by a reasonably accurate floor plan,
indicating such portion.  The portion of the demised premises to which such
proposed assignment, sublease or occupancy is to be applicable is hereinafter
referred to as the "Space."  Upon Landlord's receipt of Tenant's Notice,
Landlord agrees not to unreasonably withhold its consent to the proposed
assignment or sublease.

     (C)  Anything herein to the contrary notwithstanding, Tenant may not
assign this lease or sublet all or any part of the demised premises prior to
the expiration of the first year of the Term.

     (D)  No assignment of this lease shall be effective unless and until
Tenant delivers to Landlord duplicate originals of the instrument of
assignment (wherein the assignee assumes the performance of Tenant's
obligations under this lease) and any accompanying documents.

     (E)  In the event of any such assignment, Landlord and the assignee may
modify this lease in any manner, without notice to Tenant or Tenant's prior
consent, without thereby terminating Tenant's liability for the performance of
its obligations under this lease, except that any such modification which, in
any way, increases any of such obligations shall not, to the extent of such
increase only, be binding upon Tenant.

     (F)  No sublease of all or any part of the demised premises shall be
effective unless and until Tenant delivers to Landlord duplicate originals of
the instrument of sublease (containing the provision required by Section (G))
and any accompanying documents.  Any such sublease shall be subject and
subordinate to this lease.

     (G)  Any such sublease shall contain substantially the following
provisions:

          (1)  "In the event of a default under any underlying lease of all or
any portion of the premises demised hereby which results in the termination of
such lease, the subtenant hereunder shall, at the option of the lessor under
any such lease ("Underlying Lessor"), attorn to and recognize the Underlying
Lessor as landlord hereunder and shall, promptly upon the Underlying Lessor's
request, execute and deliver all instruments necessary or appropriate to
confirm such attornment and recognition.  Notwithstanding such attornment and
recognition, the Underlying Lessor shall not (a) be liable for any previous
act or omission of the landlord under this sublease, (b) be subject to any
offset, not expressly provided for in this sublease, which shall have accrued
to the subtenant hereunder against said landlord, or (c) be bound by any
modification of this sublease or by any prepayment of more than one month's
rent, unless such modification or prepayment shall have been previously
approved in writing by the Underlying Lessor.  The subtenant hereunder hereby
waives all rights under any present or future law to elect, by reason of the
termination of such underlying lease, to terminate this sublease or surrender
possession of the premises demised hereby.

          (2)  This sublease may not be assigned or the premises demised
hereunder further sublet, in whole or in part, without the prior written
consent of the Underlying Lessor."

     (H)  No assignment or sublease, whether or not consented to by Landlord
and whether or not any such consent is required, shall release Tenant from its
liability for the performance of Tenant's obligations hereunder during the
balance of the Term.  Landlord's consent to any assignment or sublease shall
not constitute its consent to any (i) further assignment of this lease or of
any permitted sublease or (ii) further sublease of all or any portion of the
premises demised hereunder or under any permitted sublease.  If a sublease to
which Landlord has consented is assigned or all or any portion of the premises
demised thereunder is sublet without the consent of Landlord in each instance
obtained, Tenant shall immediately terminate such sublease, or arrange for the
termination thereof, and proceed expeditiously to have the occupant thereunder
dispossessed.

     (I)  Tenant shall pay to landlord, promptly upon demand therefor, all
costs and expenses (including, without limitation, reasonable attorneys' fees
and disbursements) incurred

<PAGE>
by Landlord in connection with any assignment of this lease or sublease of all
or any part of the demised premises.

     (J)  If Landlord shall give its consent to any assignment of this lease
or to any sublease or if Tenant shall otherwise enter into any assignment or
sublease permitted hereunder, Tenant shall in consideration therefor, pay to
Landlord, as and when payable to Tenant (except with respect to an assignment
in connection with the bona-fide sale of Tenant's business):

          (1)  in the case of an assignment, fifty (SO%) percent of all sums
and other considerations paid to Tenant by the assignee for or by reason of
such assignment (including, but not limited to, sums paid for the sale of
Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings
or other personal property, less the then fair market value thereof; and

          (2)  in the case of a sublease, fifty (50%) percent of the amount,
if any, by which (i) any rents, additional charges or other consideration
payable under the sublease to Tenant by the subtenant (including, but not
limited to, sums paid for the sale or rental of Tenant's fixtures, leasehold
improvements, equipment, furniture or other personal property, less the then
fair market value thereof) exceeds (ii) the Fixed Rent and additional rent
accruing during the term of the sublease in respect of the Space (at the rate
per square foot payable by Tenant hereunder) pursuant to the terms of this
lease.

     (K)  Anything in Article 11 or this Article 44 notwithstanding, subject
to all applicable provisions of this lease (including, without limitation,
Articles 2 and 43 and Sections (A)(i), (B), (D), (E), (F), (G), (H) and (I) of
this Article 44, but not including Sections (A)(ii), (C), or (J) of this
Article 44), Landlord's consent shall not be required to any assignment or
sublease to a subsidiary or parent of Tenant or a subsidiary of the parent of
Tenant, or to any parent or subsidiary of any of the above-mentioned parties.

45.  Brokerage
     ---------

     Tenant represents that it dealt only with the Broker as broker in
connection with this lease and Landlord shall pay the Broker's commission
therefor pursuant to separate agreement.  Tenant shall indemnify Landlord
against all loss, damage, liability, cost and expense (including reasonable
attorney's fees) pertaining to any other brokerage commission or like
compensation which is based on alleged actions of Tenant or its agents or
representatives.  Tenant's liability hereunder shall survive any expiration or
termination of this lease.

46.  Building Directory
     -------------------

     (A)  Landlord shall, upon Tenant's request, list on the Building's
directory ("Directory"), the names of Tenant, any other party occupying any
part of the demised premises pursuant hereto and their officers or employees,
provided the number of Directory lines so provided by Landlord does not exceed
Tenant's Proportionate Share of the Directory's capacity.

     (B)  The listing of any party's name other than Tenant's shall neither
grant such party any right or interest in this lease and/or the demised
premises nor constitute Landlord's consent to any assignment or sublease to or
occupancy by such party.  Such listing may be terminated by Landlord at any
time, without prior notice.  The initial listing(s) on the Directory shall be
provided by Landlord without charge to Tenant.  Thereafter, Tenant shall pay
Landlord's standard fee for any work performed in connection with any
additions, deletions or changes to the Directory.

47.  Exculpatory Clause
     ------------------

     (A)  Anything herein to the contrary notwithstanding, the liability of
Landlord and the partners of, or any other party which holds any interest in,
Landlord for negligence, failure to perform lease obligations or otherwise
under or in connection with this lease shall be limited to each of their
respective interests in the Land and Building.  Tenant shall neither seek to
enforce nor enforce any judgment or other remedy against any other asset of
Landlord, any partner of Landlord or any party that holds any interest in
landlord.


<PAGE>
     (B)  In any claim made by Tenant against Landlord alleging that Landlord
has acted unreasonably where Landlord had an obligation to act reasonably,
Tenant shall have no right to recover damages from Landlord and Tenant's sole
and exclusive recourse against Landlord shall be an action seeking specific
performance of Landlord's obligation to act reasonably.

48.  Submission to Jurisdiction. Etc.
     -------------------------------

     (A)     This lease shall be deemed to have been made in New York County,
New York, and shall be construed in accordance with the laws of the State of
New York.  All actions or proceedings relating, directly or indirectly, to
this lease shall be litigated only in courts located within the County of New
York.  Tenant, any guarantor of the performance of its obligations hereunder
("Guarantor") and their respective successors and assigns hereby subject
themselves to the jurisdiction of any state or federal court located within
such county, waive the personal service of any process upon them in any action
or proceeding therein and consent that such process may be served by certified
or registered mail, return receipt requested, directed to Tenant and any
successor at Tenant's address hereinabove set forth, to Guarantor and any
successor at the address set forth in the instrument of guaranty and to any
assignee at the address set forth in the instrument of assignment.  Such
service shall be deemed made two days after such process is so mailed.

     (B)  Whenever any default, request, action or inaction by Tenant causes
Landlord to incur attorneys' fees and/or any other costs or expenses, Tenant
agrees that it shall pay and/or reimburse Landlord for such fees, costs or
expenses (to the extent reasonable) within thirty (30) days after being billed
therefor.

     (C)  If any monies owing by Tenant under this lease are paid more than
fifteen (15) days after the date such monies are payable pursuant to the
provisions of this lease, Tenant shall pay Landlord interest thereon, at the
then maximum lawful rate, for the period from the date such monies were
payable to the date such monies are paid.

     (D)  The submission of this lease to Tenant shall not constitute an offer
by Landlord to execute and exchange a lease with Tenant and is made subject to
Landlord's acceptance, execution and delivery thereof.

49.  Requests by Mortgagee or Others
     -------------------------------

     (A)     If any present or prospective mortgagee of the Land, Building or
any leasehold interest therein requires, as a condition precedent to issuing
or extending its loan, the modification of this lease in such manner as does
not materially lessen Tenant's rights or increase its obligations hereunder,
Tenant shall not delay or withhold its consent to such modification and shall
execute and deliver such confirming documents therefor as such mortgagee
requires.

     (B)     If Landlord, in conjunction with any proposed sale or mortgaging
of all or any portion of the Land and Building or any leasehold interest
therein, requests the delivery of certified financial statements or other
information relating to the financial condition of Tenant, Tenant shall
deliver such certified financial statements or such other information within
ten (10) days after Landlord's written request therefor.

50.  Delivery of Demised Premises
     ----------------------------

     Supplementing Article 21, the demised premises shall be leased to Tenant
in their "as is" condition on the Commencement Date and Landlord shall not be
required to perform any work to prepare the demised premises for Tenant's
occupancy other than to construct a building standard demising wall and to
install a building standard suite door with reasonable diligence after the
Commencement Date.  The taking of possession of the demised premises by Tenant
shall be conclusive evidence as against Tenant that, at the time such
possession was so taken, the demised premises and the Building were in good
and satisfactory condition.


<PAGE>
51.  Insurance
     ---------

     During the Term, Tenant shall pay for and keep in force general liability
policies in standard form protecting against any and all liability occasioned
by accident or occurrence, subject to customary exclusions, such policies to
be written by recognized and well-rated insurance companies authorized to
transact business in the State of New York.  The minimum limits of liability
shall be a combined single limit with respect to each occurrence in an amount
of not less than $5,000,000 for injury (or death) and damage to property. If
at any time during the Term it appears that public liability or property
damage limits in the City of New York for buildings similarly situated, due
regard being given to the use and occupancy thereof, are higher than the
foregoing limits, then Tenant shall increase the foregoing limits accordingly.
Landlord shall be named as an additional insured in the aforesaid insurance
policies and the policies shall provide that Landlord shall be afforded not
less than thirty (30) days prior notice of cancellation of said insurance.
Tenant shall deliver certificates of insurance evidencing such policies.  All
premiums and charges for the aforesaid insurance shall be paid by Tenant.  If
Tenant shall fail to make such payment when due, Landlord may make it and the
amount thereof shall be repaid to Landlord by Tenant on demand and the amount
thereof may, at the option of Landlord, be added to and become a part of the
additional rent payable hereunder.  Tenant shall not violate or permit to be
violated any condition of any of said policies and Tenant shall perform and
satisfy the requirements of the companies writing such policies.

52. Bankruptcy
    ----------

     Without limiting any of the provisions of Articles 16, 17 or 18 hereof,
if, pursuant to the Bankruptcy Code of 1978, as the same may be amended,
Tenant is permitted to assign this lease in disregard of the obligations
contained in Articles 11 and 44 hereof, Tenant agrees that adequate assurance
of future performance by the assignee permitted under such Code shall mean the
deposit of cash security with Landlord in an amount equal to the sum of one
year's Fixed Rent then reserved hereunder plus an amount equal to all
additional rent payable under this lease for the calendar year preceding the
year in which such assignment is intended to become effective, which deposit
shall be held by Landlord, without interest, for the balance of the Term as
security for the full and faithful performance of all of the obligations under
this lease on the part of Tenant yet to be performed.  If Tenant receives or
is to receive any valuable consideration for such an assignment of this lease,
such consideration, after deducting therefrom (A) the brokerage commissions,
if any, and other expenses reasonably incurred by Tenant for such assignment
and (B) any portion of such consideration reasonably designated by the
assignee as paid for the purchase of Tenant's property in the demised
premises, shall be and become the sole and exclusive property of Landlord and
shall be paid over to Landlord directly by such assignee.  In addition,
adequate assurance shall mean that any such assignee of this lease shall have
a net worth, exclusive of good will, equal to at least fifteen (15) times the
aggregate of the Fixed Rent reserved hereunder plus all additional rent for
the preceding calendar year as aforesaid.

53. Local Law 5/Required Alterations
    --------------------------------

     Supplementing Article 6:

     (A)  All work performed or installations made by Tenant (or by Landlord
at Tenant's request and expense) in and to the demised premises shall be done
in a fashion such that the demised premises and the Building shall be in
compliance with the requirements of Local Law 5 of 1973 of The City of New
York, as heretofore and hereafter amended ("Local Law 5").  The foregoing
shall include, without limitation, (i) compliance with the
compartmentalization requirements of  Local Law 5, (ii) relocation of existing
fire detection devices, alarm signals and/or communication devices
necessitated by the alteration of the demised premises, and (iii) installation
of such additional fire control or detection devices as may be required by
applicable governmental or quasi-governmental rules, regulations or
requirements (including, without limitation, any requirements of the New York
Board of Fire Underwriters) as a result of Tenant's manner of use of the
demised premises.  In addition, Tenant shall cause the demised premises to be
connected to the Building "Class E" system and arrange to have the demised
premises and Tenant added to the "Class E" computer.


<PAGE>
     (B)  Landlord shall not be responsible for any damage to Tenant's fire
control or detection devices nor shall Landlord have any responsibility for
the maintenance or replacement thereof.  Tenant shall indemnify Landlord from
and against all loss, damage, cost, liability or expense (including, without
limitation, reasonable attorneys' fees and disbursements/suffered or incurred
by Landlord by reason of the installation and/or operation of any such
devices.

     (C)  All work and installations required to be undertaken by Tenant
pursuant to this Article shall be performed at Tenant's sole cost and expense
and in accordance with plans and specifications and by contractors previously
approved by Landlord.

     (D)  The fact that Landlord shall have heretofore consented to any
installations or alterations made by Tenant in the demised premises shall not
relieve Tenant of its obligations pursuant to this Article with respect to
such installations or alterations.

     (E)  If any utility company or governmental or quasi-governmental
authority requires any work, installation or improvement to be made to the
Building in connection with any Alteration performed by Tenant, the
installation or operation of equipment or machinery in the demised premises or
for any other reason relating to Tenant's use or occupancy of the demised
premises, Tenant shall reimburse Landlord for the cost of such work,
installation or improvement on demand.

54.  Tenant's Alterations
     --------------------

     (A)  Tenant shall not make or perform, or permit the making or
performance of, any alterations, installations, improvements, additions or
other physical changes in or about the demised premises (collectively,
"Alterations") without Landlord's prior consent.  Landlord agrees not
unreasonably to withhold its consent to any Alterations which are
nonstructural and which do not affect the Building's systems and facilities,
provided that such Alterations are performed only by contractors or mechanics
first approved by Landlord, do not affect any part of the Building other than
the demised premises (including, without limitation, the exterior thereof), do
not adversely affect any service required to be furnished by Landlord to
Tenant or to any other tenant or occupant of the Building and do not reduce
the value or utility of the Building.  All Alterations shall be done at
Tenant's expense and at such times and in such manner as Landlord may from
time to time reasonably designate pursuant to the conditions for Alterations
prescribed by Landlord for the Building ("Alteration Regulations").  Prior to
making any Alterations, Tenant (i) shall submit to Landlord detailed plans and
specifications (including layout, architectural, mechanical and structural
drawings) for each proposed Alteration and shall not commence any such
Alteration without first obtaining Landlord's approval of such plans and
specifications, (ii) shall, at its expense, obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies, and
(iii) shall furnish to Landlord duplicate original policies of worker's
compensation insurance (covering all persons to be employed by Tenant and
Tenant's contractors and subcontractors in connection with such Alteration)
and comprehensive public liability (including property damage coverage)
insurance in such form, with such companies, for such periods and in such
amounts as Landlord may reasonably require, naming Landlord and its agents as
additional insureds.  Upon completion of such Alteration, Tenant, at Tenant's
expense, shall obtain certificates of final approval of such Alteration
required by any governmental or quasi-governmental bodies and shall furnish
Landlord with copies thereof and shall, within thirty (30) days of such
completion, deliver a set of final "as built" drawings to Landlord reflecting
the Alteration.  All Alterations shall be made and performed in accordance
with the Alteration Regulations.  All materials and equipment to be
incorporated in the demised premises as a result of all Alterations shall be
new and first quality.  No such materials or equipment shall be subject to any
lien, encumbrance, chattel mortgage, title retention or security agreement.
Tenant shall not, at any time prior to or during the Term, directly or
indirectly employ, or permit the employment of, any contractor, mechanic or
laborer in the demised premises, whether in connection with any Alteration or
otherwise, if, in Landlord's sole discretion, such employment will interfere
or cause any conflict with other contractors, mechanics, or laborers engaged
in the construction, maintenance or operation of the Building by Landlord,
Tenant or others.  In the event of any such interference or conflict, Tenant,
upon demand of landlord, shall cause all contractors, mechanics or laborers
causing such interference or conflict to leave the Building immediately.

<PAGE>
     (B)  No approval of any plans or specifications by Landlord or consent by
Landlord allowing Tenant to make any Alterations or any inspection of
Alterations made by or for Landlord shall in any way be deemed to be an
agreement by Landlord that the contemplated Alterations comply with any legal
requirements or insurance requirements or the certificate of occupancy for the
Building nor shall it be deemed to be a waiver by Landlord of the compliance
by Tenant of any provision of this lease.

     (C)  Tenant shall promptly reimburse Landlord for all reasonable and
customary fees, costs and expenses including, but not limited to, those of
attorneys, architects and engineers, incurred by Landlord in connection with
the review of Tenant's plans and specifications and inspecting the Alterations
to determine whether the same are being or have been performed in accordance
with the approved plans and specifications therefor and with all legal and
insurance requirements.

55.  Estoppel Certificate
     --------------------

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

56.  Holdover
     --------

     In the event Tenant shall hold over after the expiration of the Term, the
parties hereby agree that Tenant's occupancy of the demised premises after the
expiration of the Term shall be upon all of the terms set forth in this lease
except that Tenant shall pay as a use and occupancy charge for the holdover
period an amount equal to the higher of (A) an amount equal to two times the
pro rata Fixed Rent and additional rent payable by Tenant during the last year
of the Term; or (B) an amount equal to the then market rental value for the
demised premises, as established by Landlord's good faith estimate of such
market rental value.

57.  Conditional Limitation
     ----------------------

     In the event that four (4) times in any twelve (12) month period (A) a
default of the kind set forth in Section 17(1) shall have occurred or (B)
Tenant shall have defaulted in the payment of Fixed Rent or additional rent,
or any part of either, and Landlord shall have commenced a summary proceeding
to dispossess Tenant in each such instance, then, notwithstanding that such
defaults may have been cured at any time after the commencement of such
summary proceeding, any further default by Tenant within such twelve (12)
month period shall be deemed to be a violation of a substantial obligation of
this lease by Tenant and Landlord may serve a written ten (10) days' notice of
cancellation of this lease upon Tenant and, upon the expiration of said ten
(10) days, this lease and the Term shall end and expire as fully and
completely as if the expiration of such ten (10) day period were the day
herein definitely fixed for the end and expiration of this lease and the Term
and Tenant shall then quit and surrender the demised premises to Landlord, but
Tenant shall remain liable as elsewhere provided in this Lease.

58.  Limitation on Rent
     ------------------

     If on the Commencement Date, or at any time during the Term, the Fixed
Rent or additional rent reserved in this lease is not fully collectible by
reason of any federal, state, county or city law, proclamation, order or
regulation, or any direction of any public officer or body pursuant to law
(collectively, "Rent Law"), Tenant agrees to take such steps as Landlord may
request to permit Landlord to collect the maximum rents which may be legally
permissible from time to time during the continuance of such legal rent
restriction (but not in excess of the amounts reserved therefor under this
lease).  Upon the termination of such legal rent restriction, Tenant shall pay
to Landlord, to the extent permitted by the Rent Law, an amount equal to (A)
the Fixed Rent and additional rent which would have been paid pursuant to this
lease but for
<PAGE>
such legal rent restriction, less (B) the Fixed Rent and additional rent paid
by Tenant to Landlord during the period such legal rent restriction was in
effect.

59.  Acceptance of Keys
     ------------------

     If Landlord or Landlord's managing or rental agent accepts from Tenant
one or more keys to the demised premises in order to assist Tenant in showing
the demised premises for subletting or other disposition or for the
performance of work therein for Tenant or for any other purpose, the
acceptance of such key or keys shall not constitute an acceptance of a
surrender of the demised premises nor a waiver of any of Landlord's rights or
Tenant's obligations under this lease including, without limitation, the
provisions relating to assignment and subletting and the condition of the
demised premises.

60.  Definitions of "Landlord" and "Owner"
     -------------------------------------

     The terms "Owner" and "Landlord," whenever used in this lease (including,
without limitation, in Article 31), shall have the same meaning.

61.  Landmark Designation
     --------------------

     Tenant acknowledges that the Building has been designated by the New York
City Landmarks Commission (the "Commission") as an historical landmark and, in
connection therewith, Tenant agrees that it shall comply with any rules,
regulations, building and/or construction restrictions of the Commission or
other entity having jurisdiction over the demised premises in connection
therewith.

62.  Hazardous Materials
     -------------------

     (A)  Tenant shall not cause nor permit "Hazardous Materials" (as defined
below) to be used, transported, stored, released, handled, produced or
installed in, or from, the demised premises, except that inflammable or
combustible (but not explosive) items may be brought into and used within the
demised premises as may be needed for the operation of normal office
equipment, so long as both in compliance with all Laws.  The term "Hazardous
Materials" shall, for the purposes hereof, mean any flammable, explosives,
radio-active materials, hazardous wastes, hazardous and toxic substances or
related materials, asbestos or any material containing asbestos, or any other
substances or material, as defined by any present or future Law, including
without limitation, the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended, the Hazardous Materials Transportation Act,
as amended, the Resources Conservation and Recovery Act, as amended, Superfund
Amendment and Reauthorization Act of 1986 and in the regulations adopted and
publications promulgated pursuant to each of the foregoing.  In the event of a
breach of the provisions of this Article 62, Landlord, in addition to all of
its rights and remedies under this lease and pursuant to Law, may require
Tenant to remove any such Hazardous Materials from the demised premises or the
Building in the manner prescribed for such removal by all requirements of Law.
The provisions of this Article 62 shall survive the expiration or sooner
termination of this lease.

     (B)  If any Hazardous Material or friable asbestos (not including
asbestos floor tile, as to which Landlord shall have no responsibility) is
discovered in the demised premises which is not the responsibility of Tenant
as above provided and which is required by applicable law to be removed or
encapsulated, then, as Tenant's sole remedy, Landlord will, at Landlord's
expense and with reasonable promptness after Landlord is not fire thereof,
remove or encapsulate such Hazardous Material or friable asbestos in
accordance with Law.

63.  Interconnections
     ----------------

     (A)  Subject to Landlord's prior approval, which will not be unreasonably
withheld, Tenant shall have the right to install and run both vertical and
horizontal communication interconnections, via conduit, wave guide and ceramic
duct, provided that such installation is performed in accordance with all
applicable Laws and the relevant provisions of this lease including, without
limitation, Articles 3, 6 and 54 and in accordance with plans and


<PAGE>
specifications previously approved by Landlord.  Prior to any cable pulls
being installed through any conduits running through other tenant spaces,
Tenant shall present a copy of an agreement between Tenant and such other
tenant (reasonably satisfactory to Landlord) whereby such other tenant
consents to Tenant making the proposed connection or other installation.

     (B)  If Tenant makes use of an existing means of interconnection owned by
Landlord, Tenant shall pay:

          (1)    a Base Charge (one time charge) of $30.00 per foot; and

          (2)    a Monthly Charge, payable along with monthly installments of
     Fixed Rent, as follows: 4" - $.80 per linear foot; 3" - $.60 per linear
     foot; 2" - $.40 per linear foot: and 1" or less - $.30 per linear foot.

     (C)  If Tenant installs a new means of interconnection, Tenant shall pay
a Monthly Charge, payable along with monthly installments of Fixed Rent, as
follows: 4" - $.50 per linear foot; 3" - $.40 per linear foot; 2" - $.30 per
linear foot; and 1" or less - $.20 per linear foot.

     (D)  Tenant agrees that the charges set forth in subsections (B) and (C)
shall be effective as of the date of Landlord's approval of the applicable
installation and shall be increased by four (4%) percent each year commencing
on the first anniversary of the date of Landlord's approval of the applicable
installation and on each anniversary thereafter throughout the Term.  If the
Term is extended or this lease is renewed, such charges during the renewal
term may, at Landlord's option, be increased to those then generally
prevailing in the Building.

     (E)  All interconnections shall conform to the following specifications:

          (1)    The conduit shall be supported a minimum of every 10 linear
                 feet.

          (2)    The conduit shall be tagged each 15 1inear feet, with letters
                 a minimum of 2-1/2 inches in height, as required by Landlord
                 in its approval letter.

          (3)    All penetrations of fire-rated partitions or slabs shall be
                 fire-stopped with a UL approved material of equal or greater
                 rating.

          (4)    Tenant shall inform the building manager on completion of the
                 installation for final inspection and approval.

          (5)     Tenant's sub-contractor must coordinate all work with the
                  building manager and other tenants affected by the work.

          (6)     All conduit shall be rigid conduit or elastic metal tubing.
                  Tenant acknowledges that the use of any other type of
                  conduit is inherently risky, particularly in an environment,
                  like the Building, which has very numerous conduit runs and
                  which will have many more.  If, however, Tenant requests,
                  and Landlord permits, plastic flexible conduit (which will
                  be permitted, if at all, only for fiber cable), then Tenant
                  acknowledges that such installation will be at Tenant's sole
                  risk, and Tenant hereby agrees to indemnify Landlord and its
                  partners, and the respective directors, officers, agents and
                  employees of Landlord and its partners (collectively, the
                  "Landlord Parties"), and to hold the Landlord Parties
                  harmless, against and from all loss, damage, cost, liability
                  or expense (including, without limitation, reasonable
                  attorneys' fees and disbursements) suffered or incurred by
                  Landlord by reason of any claim arising from the
                  installation and/or use of any such conduit or any damage
                  resulting to any cable installed therein, whether or not
                  arising in whole or in part from the negligence of any
                  Landlord Party.


<PAGE>
64.  Landlord's Access
     -----------------

     Supplementing Article 13, upon reasonable prior notice to Tenant (which
need not be in writing), except in an emergency when no notice shall be
required, Landlord and other tenants, licensees and occupants of the Building
shall have access to the Building shafts and conduits located within the
demised premises.

65.  Miscellaneous
     -------------

     Landlord approves, in principle, subject to Tenant's compliance with all
applicable provisions of this lease, Tenant's installation of a FM-200 fire
suppression system in the demised premises.




<PAGE>

                          EXHIBIT A


          [Diagram of portion of twelfth floor subject to lease]
<PAGE>


                         EXHIBIT A-1

         [Diagram of portion of mezzanine subject to lease]
<PAGE>


                        EXHIBIT A-2

          [Diagram of portion of basement subject to lease]